August 3, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

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 June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 1-12672

AVALONBAY COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

77-0404318

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

4040 Wilson Blvd., Suite 1000

Arlington, Virginia 22203

(Address of principal executive offices) (Zip Code)

(703) 329-6300

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

AVB

New York Stock Exchange

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 90 days.

Yes ☒ No ☐

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer

☒

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 Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

139,830,922 shares of common stock, par value $0.01 per share, were outstanding as of July 29, 2022.

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AVALONBAY COMMUNITIES, INC.

FORM 10-Q

INDEX


		PAGE
PART I - FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF J UNE 3 0 , 2022 (UNAUDITED) AND DECEMBER 31, 2021	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021	2

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30 , 2022 AND 2021	3

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		49

ITEM 4. CONTROLS AND PROCEDURES		49

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS		49

ITEM 1A. RISK FACTORS		49

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		50

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		50

ITEM 4. MINE SAFETY DISCLOSURES		50

ITEM 5. OTHER INFORMATION		50

ITEM 6. EXHIBITS		51

SIGNATURES		52

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)


	6/30/2022		12/31/2021
	(unaudited)
ASSETS
Real estate:
Land and improvements	$	4,604,654	$	4,564,723
Buildings and improvements	18,467,287		18,198,584
Furniture, fixtures and equipment	1,093,649		1,036,640
	24,165,590		23,799,947
Less accumulated depreciation	(6,542,795)		(6,208,610)
Net operating real estate	17,622,795		17,591,337
Construction in progress, including land	800,663		807,101
Land held for development	194,458		147,546
For-sale condominium inventory	73,622		146,535
Real estate assets held for sale, net	107,118		17,065
Total real estate, net	18,798,656		18,709,584

Cash and cash equivalents	152,522		420,251
Cash in escrow	107,669		123,537
Resident security deposits	36,252		33,757
Investments in unconsolidated entities	222,438		216,390
Deferred development costs	51,227		40,414
Prepaid expenses and other assets	252,839		211,484
Right of use lease assets	147,174		146,599
Total assets	$	19,768,777	$	19,902,016

LIABILITIES AND EQUITY
Unsecured notes, net	$	7,252,785	$	7,349,394
Variable rate unsecured credit facility and commercial paper	—		—
Mortgage notes payable, net	748,408		754,153
Dividends payable	225,014		225,392
Payables for construction	58,698		63,722
Accrued expenses and other liabilities	279,985		296,006
Lease liabilities	166,519		166,497
Accrued interest payable	52,249		50,300
Resident security deposits	62,951		59,787
Liabilities related to real estate assets held for sale	1,227		304
Total liabilities	8,847,836		8,965,555

Commitments and contingencies

Redeemable noncontrolling interests	2,930		3,368

Equity:
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at June 30, 2022 and December 31, 2021; zero shares issued and outstanding at June 30, 2022 and December 31, 2021	—		—
Common stock, $0.01 par value; 280,000,000 shares authorized at June 30, 2022 and December 31, 2021; 139,829,896 and 139,751,926 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	1,399		1,398
Additional paid-in capital	10,727,193		10,716,414
Accumulated earnings less dividends	195,035		240,821
Accumulated other comprehensive loss	(6,166)		(26,106)
Total stockholders' equity	10,917,461		10,932,527
Noncontrolling interests	550		566
Total equity	10,918,011		10,933,093
Total liabilities and equity	$	19,768,777	$	19,902,016

See accompanying notes to Condensed Consolidated Financial Statements.

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(Dollars in thousands, except per share data)


	For the three months ended				For the six months ended
	6/30/2022		6/30/2021		6/30/2022		6/30/2021
Revenue:
Rental and other income	$	643,655	$	560,935	$	1,256,830	$	1,111,194
Management, development and other fees	904		808		1,656		1,685
Total revenue	644,559		561,743		1,258,486		1,112,879

Expenses:
Operating expenses, excluding property taxes	156,389		141,622		307,701		281,673
Property taxes	70,865		70,776		141,603		140,186
Expensed transaction, development and other pursuit costs, net of recoveries	2,364		1,653		3,351		1,483
Interest expense, net	58,797		56,104		115,323		108,717
Gain on extinguishment of debt, net	—		—		—		(122)
Depreciation expense	199,302		184,472		401,088		367,769
General and administrative expense	21,291		18,465		38,712		35,817
Casualty and impairment loss	—		1,177		—		1,177
Total expenses	509,008		474,269		1,007,778		936,700

Income from investments in unconsolidated entities	2,480		26,559		2,797		26,092
Gain on sale of communities	404		334,569		149,204		388,296
Gain on other real estate transactions, net	43		32		80		459
Net for-sale condominium activity	(71)		(647)		165		(1,560)

Income before income taxes	138,407		447,987		402,954		589,466
Income tax benefit (expense)	159		(10)		(2,312)		745

Net income	138,566		447,977		400,642		590,211
Net loss (income) attributable to noncontrolling interests	125		(24)		93		(35)

Net income attributable to common stockholders	$	138,691	$	447,953	$	400,735	$	590,176

Other comprehensive income (loss):
Gain (loss) on cash flow hedges	7,759		(822)		17,914		(822)
Cash flow hedge losses reclassified to earnings	1,013		2,366		2,026		4,733
Comprehensive income	$	147,463	$	449,497	$	420,675	$	594,087

Earnings per common share - basic:
Net income attributable to common stockholders	$	0.99	$	3.21	$	2.87	$	4.23

Earnings per common share - diluted:
Net income attributable to common stockholders	$	0.99	$	3.21	$	2.86	$	4.23

See accompanying notes to Condensed Consolidated Financial Statements.

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Dollars in thousands)


	For the six months ended
	6/30/2022		6/30/2021
Cash flows from operating activities:
Net income	$	400,642	$	590,211
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	401,088		367,769
Amortization of deferred financing costs	3,950		3,675
Amortization of debt discount	1,387		1,320
Gain on extinguishment of debt, net	—		(122)
Amortization of stock-based compensation	17,681		13,185
Equity in (income) loss of, and return on, unconsolidated entities and noncontrolling interests, net of eliminations	(1)		2,989
Real estate casualty loss	—		831
Abandonment of development pursuits	738		685
Unrealized gain on terminated cash flow hedges	—		(2,654)
Cash flow hedge losses reclassified to earnings	2,026		4,733
Gain on sale of real estate assets	(149,284)		(412,060)
Gain on sale of for-sale condominiums	(1,469)		(706)
Decrease in resident security deposits, prepaid expenses and other assets	(31,336)		(16,329)
(Decrease) increase in accrued expenses, other liabilities and accrued interest payable	(5,374)		15,102
Net cash provided by operating activities	640,048		568,629

Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and deferred development costs	(414,107)		(325,692)
Acquisition of real estate assets, including partnership interest	(165,117)		(118,572)
Capital expenditures - existing real estate assets	(64,356)		(57,157)
Capital expenditures - non-real estate assets	(5,665)		(2,584)
Decrease in payables for construction	(5,024)		(27,294)
Proceeds from sale of real estate, net of selling costs	230,660		575,431
Proceeds from the sale of for-sale condominiums, net of selling costs	75,182		48,655
Note receivable lending	(6,055)		(113)
Note receivable payments	4,021		1,556
Distributions from unconsolidated entities	2,000		22,331
Investments in unconsolidated entities	(8,047)		(27,356)
Net cash (used in) provided by investing activities	(356,508)		89,205

Cash flows from financing activities:
Issuance of common stock, net	2,010		2,372
Dividends paid	(445,226)		(444,572)
Repayments of mortgage notes payable, including prepayment penalties	(6,427)		(34,734)
Repayment of unsecured notes	(100,000)		—
Payment of deferred financing costs	(421)		—
Receipt for termination of forward interest rate swaps	—		6,962
Payment to noncontrolling interest	(29)		(33)
Payments related to tax withholding for share-based compensation	(16,379)		(13,228)
Distributions to DownREIT partnership unitholders	(24)		(24)
Distributions to joint venture and profit-sharing partners	(181)		(164)
Preferred interest obligation redemption and dividends	(460)		(840)
Net cash used in financing activities	(567,137)		(484,261)

Net (decrease) increase in cash, cash equivalents and cash in escrow	(283,597)		173,573

Cash, cash equivalents and cash in escrow, beginning of period	543,788		313,532
Cash, cash equivalents and cash in escrow, end of period	$	260,191	$	487,105

Cash paid during the period for interest, net of amount capitalized	$	106,443	$	101,703

See accompanying notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

The following table provides a reconciliation of cash, cash equivalents and cash in escrow reported in the Condensed Consolidated Statements of Cash Flows (dollars in thousands):


	For the six months ended
	6/30/2022		6/30/2021
Cash and cash equivalents	$	152,522	$	297,036
Cash in escrow	107,669		190,069
Cash, cash equivalents and cash in escrow reported in the Condensed Consolidated Statements of Cash Flows	$	260,191	$	487,105

Supplemental disclosures of non-cash investing and financing activities:

During the six months ended June 30, 2022:

•As described in Note 4, "Equity," the Company issued 135,860 shares of common stock as part of the Company's stock-based compensation plans, of which 54,053 shares related to the conversion of performance awards to shares of common stock, and the remaining 81,807 shares valued at $19,236,000 were issued in connection with new stock grants; 1,211 shares valued at $298,000 were issued through the Company's dividend reinvestment plan; 69,834 shares valued at $16,389,000 were withheld to satisfy employees' tax withholding and other liabilities; and 2,878 restricted shares with an aggregate value of $610,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•Common stock dividends declared but not paid totaled $223,215,000.

•The Company recorded a decrease of $125,000 in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.

•The Company recorded (i) an increase to prepaid expenses and other assets of $17,914,000 and a corresponding adjustment to accumulated other comprehensive loss and (ii) reclassified $2,026,000 of cash flow hedge losses from other comprehensive income (loss) to interest expense, net, to record the impact of the Company's derivative and hedge accounting activity.

During the six months ended June 30, 2021:

•The Company issued 151,186 shares of common stock as part of the Company's stock-based compensation plans, of which 56,545 shares related to the conversion of performance awards to shares of common stock, and the remaining 94,641 shares valued at $16,687,000 were issued in connection with new stock grants; 1,561 shares valued at $274,000 were issued through the Company's dividend reinvestment plan; 74,726 shares valued at $13,228,000 were withheld to satisfy employees' tax withholding and other liabilities; and 709 restricted shares with an aggregate value of $140,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•Common stock dividends declared but not paid totaled $222,901,000.

•The Company recorded an increase of $528,000 in redeemable noncontrolling interest with a corresponding decrease to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.

•The Company recorded an increase to accrued expenses and other liabilities of $822,000 and a corresponding adjustment to accumulated other comprehensive loss, and reclassified $4,733,000 of cash flow hedge losses from other comprehensive income (loss) to interest expense, net, to record the impact of the Company's derivative and hedge accounting activity.

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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, as amended (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 of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado.

At June 30, 2022, the Company owned or held a direct or indirect ownership interest in 299 operating apartment communities containing 89,037 apartment homes in 12 states and the District of Columbia, of which 17 communities were under development and two were under redevelopment. The Company also has an ownership interest in The Park Loggia. The Park Loggia contains 172 for-sale residential condominiums and 66,000 square feet of commercial space, of which 151 condominiums have been sold and the leasing of the commercial space has been completed as of June 30, 2022. 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 32 communities that, if developed as expected, will contain an estimated 10,913 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The results of operations for the three and six months ended June 30, 2022 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):

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	For the three months ended				For the six months ended
	6/30/2022		6/30/2021		6/30/2022		6/30/2021
Basic and diluted shares outstanding
Weighted average common shares - basic	139,630,291		139,373,963		139,595,098		139,332,575
Weighted average DownREIT units outstanding	7,500		7,500		7,500		7,500
Effect of dilutive securities	296,687		269,176		352,682		261,451
Weighted average common shares - diluted	139,934,478		139,650,639		139,955,280		139,601,526

Calculation of Earnings per Share - basic
Net income attributable to common stockholders	$	138,691	$	447,953	$	400,735	$	590,176
Net income allocated to unvested restricted shares	(247)		(902)		(756)		(1,267)
Net income attributable to common stockholders, adjusted	$	138,444	$	447,051	$	399,979	$	588,909

Weighted average common shares - basic	139,630,291		139,373,963		139,595,098		139,332,575

Earnings per common share - basic	$	0.99	$	3.21	$	2.87	$	4.23

Calculation of Earnings per Share - diluted
Net income attributable to common stockholders	$	138,691	$	447,953	$	400,735	$	590,176
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations	12		12		24		24
Adjusted net income attributable to common stockholders	$	138,703	$	447,965	$	400,759	$	590,200

Weighted average common shares - diluted	139,934,478		139,650,639		139,955,280		139,601,526

Earnings per common share - diluted	$	0.99	$	3.21	$	2.86	$	4.23

Certain options to purchase shares of common stock in the amount of 8,222 and 292,544 were outstanding as of June 30, 2022 and 2021, respectively, but were not included in the computation of diluted earnings per share because such options were anti-dilutive for the period.

Derivative Instruments and Hedging Activities

The Company enters into interest rate swap and interest rate cap agreements (collectively, "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 Hedging Derivatives for trading or other speculative purposes. The Company assesses the effectiveness of qualifying cash flow and fair value hedges, both at inception and on an on-going basis. Hedge ineffectiveness is reported as a component of interest expense, net. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair values of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities. The Company does not present or disclose the fair value of Hedging Derivatives on a net basis. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net. For the Hedging Derivatives that qualify as effective cash flow hedges, the Company has recorded the cumulative changes in the fair value of Hedging Derivatives in accumulated other comprehensive loss. Amounts recorded in accumulated other comprehensive loss will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that qualify as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding hedged item. See Note 11, “Fair Value,” for further discussion of derivative financial instruments.

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.

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Acquisitions of Investments in Real Estate

The Company accounts for acquisitions of 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 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

Certain reclassifications have been made to amounts in prior years' notes to financial statements to conform to current year presentations as a result of changes in held for sale classification, disposition activity and segment classification.

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 5, "Investments."

Income Taxes

During the six months ended June 30, 2022, the Company recognized income tax expense of $2,312,000 primarily related to the condominium dispositions at The Park Loggia.

Leases

The Company is party to leases as both a lessor and a lessee, primarily as follows:

•lessor of residential and commercial space within its apartment communities; and

•lessee under (i) ground leases for land underlying current operating or development communities and certain commercial and parking facilities 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. Lease payments included in the lease liability include only fixed lease payments. 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 the lease agreements.

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Lessor Considerations

The Company has determined that the residential and commercial leases at its apartment communities are operating leases. For leases that include rent concessions and/or 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 commercial leases have renewal options which the Company will only include in the lease term if, at the commencement of the lease, it is reasonably certain that the lessee will exercise this option.

For the Company’s leases, which are comprised of a lease component and common area maintenance as a non-lease component, the Company determined that (i) the leases are operating leases, (ii) the lease component is the predominant component and (iii) all components of its operating leases share the same timing and pattern of transfer.

Revenue and Gain Recognition

Under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, the Company recognizes revenue for the transfer of goods and services to customers for consideration that the Company expects to receive. The majority of the Company’s revenue is derived from residential and commercial rental and other lease income, which are accounted for as discussed above, under "Leases". The Company's revenue streams that are not accounted for under ASC 842, Leases, include (i) management, development and other fees, (ii) rental and non-rental related income and (iii) gains or losses on the sale of real estate.

The following table details the Company’s revenue disaggregated by reportable operating segment, further discussed in Note 8, “Segment Reporting,” for the three and six months ended June 30, 2022 and 2021. Segment information for total revenue excludes real estate assets that were sold from January 1, 2021 through June 30, 2022, or otherwise qualify as held for sale as of June 30, 2022, as described in Note 6, "Real Estate Disposition Activities" (dollars in thousands):



	Same Store		Other Stabilized		Development/ Redevelopment		Non- allocated (1)		Total
For the three months ended June 30, 2022
Management, development and other fees and other ancillary items	$	—	$	—	$	—	$	904	$	904
Rental and non-rental related income (2)	2,534		762		88		—		3,384
Total non-lease revenue (3)	2,534		762		88		904		4,288

Lease income (4)	565,642		47,946		20,984		—		634,572

Total revenue	$	568,176	$	48,708	$	21,072	$	904	$	638,860

For the three months ended June 30, 2021
Management, development and other fees and other ancillary items	$	—	$	—	$	—	$	808	$	808
Rental and non-rental related income (2)	1,954		427		66		—		2,447
Total non-lease revenue (3)	1,954		427		66		808		3,255

Lease income (4)	500,257		26,459		8,885		—		535,601

Total revenue	$	502,211	$	26,886	$	8,951	$	808	$	538,856

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	Same Store		Other Stabilized		Development/ Redevelopment		Non- allocated (1)		Total
For the six months ended June 30, 2022
Management, development and other fees and other ancillary items	$	—	$	—	$	—	$	1,656	$	1,656
Rental and non-rental related income (2)	4,588		1,348		145		—		6,081
Total non-lease revenue (3)	4,588		1,348		145		1,656		7,737

Lease income (4)	1,104,835		92,960		38,444		—		1,236,239

Total revenue	$	1,109,423	$	94,308	$	38,589	$	1,656	$	1,243,976

For the six months ended June 30, 2021
Management, development and other fees and other ancillary items	$	—	$	—	$	—	$	1,685	$	1,685
Rental and non-rental related income (2)	3,630		874		112		—		4,616
Total non-lease revenue (3)	3,630		874		112		1,685		6,301

Lease income (4)	996,531		46,970		15,912		—		1,059,413

Total revenue	$	1,000,161	$	47,844	$	16,024	$	1,685	$	1,065,714

__________________________________

(1)Revenue represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment.

(2)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.

(3)Represents revenue accounted for under ASC 606.

(4)Represents residential and commercial rental and other lease income, accounted for under ASC 842.

Due to the nature and timing of the Company’s identified revenue streams, there were no material amounts of outstanding or unsatisfied performance obligations as of June 30, 2022.

Uncollectible Lease Revenue Reserves

The Company assesses the collectability of its lease revenue and receivables on an on-going basis, (i) assessing the probability of receiving all lease amounts due on a lease by lease basis, (ii) reserving all amounts for those leases where collection of substantially all of the remaining lease payments is not probable and (iii) subsequently, will only recognize revenue to the extent cash is received. If the Company determines that collection of the remaining lease payments becomes probable at a future date, the Company will recognize the cumulative revenue that would have been recorded under the original lease agreement.

In addition to the specific reserves recognized under ASC 842, the Company also evaluates its lease receivables for collectability at a portfolio level under ASC 450, Contingencies – Loss Contingencies. The Company recognizes a reserve under ASC 450 when the uncollectible revenue is probable and reasonably estimable. The Company applies this reserve to the population of the Company’s revenue and receivables not specifically addressed as part of the specific ASC 842 reserve.

The Company recorded an aggregate offset to income for uncollectible lease revenue for its residential and commercial portfolios of $7,061,000 and $15,065,000 for the three months ended June 30, 2022 and 2021, respectively, and $20,660,000 and $33,710,000 for the six months ended June 30, 2022 and 2021, respectively, under ASC 842 and ASC 450.

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COVID-19 Pandemic

In March 2020, the World Health Organization designated COVID-19 as a pandemic (the "Pandemic"). The ultimate impact of the Pandemic on the Company's consolidated results of operations, cash flows, financial condition and liquidity will depend on, among other factors, (i) the effect of the Pandemic on the multifamily industry and the general economy, including from measures taken by businesses and the government, such as governmental limitations on multifamily owners' ability to evict residents who are delinquent in the payment of their rent and (ii) consumer and business preferences for living and working arrangements.

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 $8,193,000 and $8,362,000 for the three months ended June 30, 2022 and 2021, respectively, and $15,293,000 and $17,161,000 for the six months ended June 30, 2022 and 2021, respectively.

3. Debt

The Company's debt, which consists of unsecured notes, variable rate unsecured term loans (the "Term Loans"), mortgage notes payable, the Credit Facility and the Commercial Paper Program, each as defined below, as of June 30, 2022 and December 31, 2021 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, 2022 and December 31, 2021, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, "Real Estate Disposition Activities").


	6/30/2022		12/31/2021

Fixed rate unsecured notes (1)	$	7,150,000	$	7,150,000
Term Loans (1)	150,000		250,000
Fixed rate mortgage notes payable - conventional and tax-exempt (2)	305,953		306,281
Variable rate mortgage notes payable - conventional and tax-exempt (2)	458,050		464,150
Total mortgage notes payable and unsecured notes and Term Loans	8,064,003		8,170,431
Credit Facility	—		—
Commercial paper	—		—
Total	$	8,064,003	$	8,170,431

_____________________________________

(1)Balances at June 30, 2022 and December 31, 2021 exclude $9,201 and $10,033, respectively, of debt discount, and $38,014 and $40,573, respectively, of deferred financing costs, as reflected in unsecured notes, net on the accompanying Condensed Consolidated Balance Sheets.

(2)Balances at June 30, 2022 and December 31, 2021 exclude $12,973 and $13,528, respectively, of debt discount, and $2,622 and $2,750, respectively, of deferred financing costs, as reflected in mortgage notes payable, net on the accompanying Condensed Consolidated Balance Sheets.

During the six months ended June 30, 2022, the Company repaid its $100,000,000 variable rate unsecured term loan at par upon maturity.

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At June 30, 2022, 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 for our unsecured notes. The current stated pricing for drawn borrowings is LIBOR plus 0.775% per annum (2.56% at June 30, 2022), assuming a one month borrowing rate. The annual facility fee for the Credit Facility remained at 0.125%, resulting in a fee of $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 no borrowings outstanding under the Credit Facility and had $6,914,000 and $11,969,000 outstanding in letters of credit that reduced the borrowing capacity as of June 30, 2022 and December 31, 2021, respectively. In addition, the Company had $42,181,000 and $39,581,000 outstanding in additional letters of credit unrelated to the Credit Facility as of June 30, 2022 and December 31, 2021, respectively.

In March 2022, the Company established an unsecured commercial paper note program (the “Commercial Paper Program”). Under the terms of the Commercial Paper Program, the Company may issue, from time to time, unsecured commercial paper notes with varying maturities of less than one year. Amounts available under the Commercial Paper Program may be issued, repaid and re-issued from time to time, with the maximum aggregate face or principal amount outstanding at any one time not to exceed $500,000,000. The Commercial Paper Program is backstopped by the Company's commitment to maintain available borrowing capacity under the Credit Facility in an amount equal to actual borrowings under the Commercial Paper Program. The Company had no amounts outstanding under the Commercial Paper Program as of June 30, 2022.

In the aggregate, secured notes payable mature at various dates from March 2027 through July 2066, and are secured by certain apartment communities (with a net carrying value of $1,240,598,000, excluding communities classified as held for sale, as of June 30, 2022).

The weighted average interest rate of the Company's fixed rate secured notes payable (conventional and tax-exempt) was 3.7% at both June 30, 2022 and December 31, 2021. 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 2.5% and 1.7% at June 30, 2022 and December 31, 2021, respectively.

In addition to the Commercial Paper Program, scheduled payments and maturities of secured notes payable and unsecured notes outstanding at June 30, 2022 were as follows (dollars in thousands):


Year	Secured notes principal payments		Secured notes maturities		Unsecured notes and Term Loan maturities		Stated interest rate of unsecured notes and Term Loan
2022	$	1,837	$	—	$	—	—
2023	8,999		—		350,000		4.200	%
					250,000		2.850	%
2024	9,837		—		300,000		3.500	%
					150,000		LIBOR + 0.85%
2025	10,478		—		525,000		3.450	%
					300,000		3.500	%
2026	11,420		—		475,000		2.950	%
					300,000		2.900	%
2027	13,765		236,100		400,000		3.350	%
2028	18,512		—		450,000		3.200	%
					400,000		1.900	%
2029	9,462		66,250		450,000		3.300	%
2030	10,014		—		700,000		2.300	%
2031	10,669		—		600,000		2.450	%
Thereafter	111,537		245,123		700,000		2.050	%
					350,000		3.900	%
					300,000		4.150	%
					300,000		4.350	%
	$	216,530	$	547,473	$	7,300,000

The Company was in compliance at June 30, 2022 with customary covenants under the Credit Facility and the Commercial Paper Program, the Term Loan and the Company's fixed rate unsecured notes.

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4. Equity

The following summarizes the changes in equity for the six months ended June 30, 2022 (dollars in thousands):


	Common stock		Additional paid-in capital		Accumulated earnings less dividends		Accumulated other comprehensive loss		Total stockholder's equity		Noncontrolling interests	Total equity

Balance at December 31, 2021	$	1,398	$	10,716,414	$	240,821	$	(26,106)	$	10,932,527	$

Form: 10-Q

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