10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 5, 2023
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
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For the quarterly period ended March 31, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ______ to ______
Commission file number: 1-12672
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
(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 | ||||||||||||
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 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.
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).
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.
| ☒ | 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:
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)
| March 31, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Real estate: | |||||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Less accumulated depreciation | ( |
( |
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| Net operating real estate | |||||||||||
| Construction in progress, including land | |||||||||||
| Land held for development | |||||||||||
| Real estate assets held for sale, net | |||||||||||
| Total real estate, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Cash in escrow | |||||||||||
| Resident security deposits | |||||||||||
| Unconsolidated investments | |||||||||||
| 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 and commercial paper | |||||||||||
| Mortgage notes payable, net | |||||||||||
| Dividends payable | |||||||||||
| Payables for construction | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Lease liabilities | |||||||||||
| Accrued interest payable | |||||||||||
| Resident security deposits | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ |
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Common stock, $ |
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| Additional paid-in capital | |||||||||||
| Accumulated earnings less dividends | |||||||||||
| Accumulated other comprehensive income (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 March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Revenue: | |||||||||||
| Rental and other income | $ | $ | |||||||||
| Management, development and other fees | |||||||||||
| Total revenue | |||||||||||
| Expenses: | |||||||||||
| Operating expenses, excluding property taxes | |||||||||||
| Property taxes | |||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | |||||||||||
| Interest expense, net | |||||||||||
| Depreciation expense | |||||||||||
| General and administrative expense | |||||||||||
| Casualty loss | |||||||||||
| Total expenses | |||||||||||
| Income from unconsolidated investments | |||||||||||
| (Loss) gain on sale of communities | ( |
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| Other real estate activity | |||||||||||
| Income before income taxes | |||||||||||
| Income tax expense | ( |
( |
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| Net income | |||||||||||
| Net loss (income) attributable to noncontrolling interests | ( |
||||||||||
| Net income attributable to common stockholders | $ | $ | |||||||||
| Other comprehensive income: | |||||||||||
| (Loss) gain 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 March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation expense | |||||||||||
| Amortization of deferred financing costs and debt discount | |||||||||||
| Amortization of stock-based compensation | |||||||||||
| Equity in (income) loss of, and return on, unconsolidated investments and noncontrolling interests, net of eliminations | ( |
||||||||||
| Casualty loss | |||||||||||
| Abandonment of development pursuits | |||||||||||
| Cash flow hedge losses reclassified to earnings | |||||||||||
| Gain on sale of real estate assets | ( |
( |
|||||||||
| Decrease 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 | ( |
||||||||||
| Capital expenditures - existing real estate assets | ( |
( |
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| Capital expenditures - non-real estate assets | ( |
( |
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| Increase in payables for construction | |||||||||||
| Proceeds from sale of real estate and for-sale condominiums, net of selling costs | |||||||||||
| Note receivable lending | ( |
||||||||||
| Note receivable payments | |||||||||||
| Unconsolidated investments | ( |
( |
|||||||||
| Net cash used in investing activities | ( |
( |
|||||||||
| Cash flows from financing activities: | |||||||||||
| Issuance of common stock, net | |||||||||||
| Repurchase of common stock, net | ( |
||||||||||
| Dividends paid | ( |
( |
|||||||||
| Repayments of mortgage notes payable, including prepayment penalties | ( |
( |
|||||||||
| Repayment of unsecured notes | ( |
( |
|||||||||
| Payment of deferred financing costs | ( |
( |
|||||||||
| Acquisition of/payments 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 used in financing activities | ( |
( |
|||||||||
| Net decrease in cash, cash equivalents and cash in escrow | ( |
( |
|||||||||
| Cash, cash equivalents and cash in escrow, beginning of period | |||||||||||
| Cash, cash equivalents and cash in escrow, 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 cash in escrow reported in the Condensed Consolidated Statements of Cash Flows (dollars in thousands):
| March 31, 2023 | March 31, 2022 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Cash in escrow | ||||||||||||||
| Cash, cash equivalents and cash in escrow 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, 2023:
•As described in Note 4, "Equity," the Company issued 151,053 shares of common stock as part of the Company's stock-based compensation plans, of which 60,016 shares related to the conversion of performance awards to shares of common stock, and the remaining 91,037 shares valued at $16,182,000 were issued in connection with new stock grants; 847 shares valued at $144,000 were issued through the Company's dividend reinvestment plan; 60,693 shares valued at $10,242,000 were withheld to satisfy employees' tax withholding and other liabilities; and 147 restricted shares with an aggregate value of $29,000 previously issued in connection with employee compensation were canceled upon forfeiture.
•Common stock dividends declared but not paid totaled $231,438,000 .
•The Company recorded an increase of $286,000 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 (i) an increase to accrued expenses and other liabilities of $650,000 , an increase to prepaid expenses and other assets of $310,000 and a corresponding adjustment of $340,000 to accumulated other comprehensive income; and (ii) reclassified $354,000 of cash flow hedge losses from other comprehensive income (loss) to interest expense, net, to record the impact of the Company's derivative and hedging activity.
During the three months ended March 31, 2022:
•The Company issued 132,135 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 78,082 shares valued at $18,441,000 were issued in connection with new stock grants; 605 shares valued at $150,000 were issued through the Company's dividend reinvestment plan; 69,721 shares valued at $16,365,000 were withheld to satisfy employees' tax withholding and other liabilities; and 1,181 restricted shares with an aggregate value of $255,000 previously issued in connection with employee compensation were canceled upon forfeiture.
•Common stock dividends declared but not paid totaled $222,754,000 .
•The Company recorded an increase of $43,000 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 (i) an increase to prepaid expenses and other assets of $10,155,000 and a corresponding adjustment to accumulated other comprehensive loss and (ii) reclassified $1,013,000 of cash flow hedge losses from other comprehensive income (loss) to interest expense, net, to record the impact of the Company's derivative and hedging activity.
4
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 regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado.
At March 31, 2023, the Company owned or held a direct or indirect ownership interest in 295 operating apartment communities containing 88,826 apartment homes in 12 states and the District of Columbia, of which 19 communities were under development and one was under redevelopment. 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 41 communities that, if developed as expected, will contain an estimated 14,290 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 year ended December 31, 2022. The results of operations for the three months ended March 31, 2023 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.
Cash, Cash Equivalents and Cash in Escrow
Cash and cash equivalents includes all cash and liquid investments with an original maturity of three months or less from the date acquired. Cash in escrow includes principal reserve funds that are restricted for the repayment of specified secured financing and amounts the Company has designated for planned 1031 exchange activity. The majority of the Company's cash, cash equivalents and cash in escrow are held at major commercial banks.
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):
5
| For the three months ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| 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 - basic | $ | $ | |||||||||
| 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 | |||||||||||
| Net income attributable to common stockholders - diluted | $ | $ | |||||||||
| Weighted average common shares - diluted | |||||||||||
| Earnings per common share - diluted | $ | $ | |||||||||
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 ongoing basis. 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 income (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. The Company recognizes a loss associated with contingent legal matters when the loss is probable and estimable. 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.
6
Acquisitions of Investments in Real Estate
The Company accounts for real estate acquisitions, by first determining if the real estate investment is the acquisition of an asset or a business combination. Under either model, the Company identifies and determines 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. The Company utilizes various sources to determine fair value, 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 purchase price is allocated 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, segment classification and classification of for-sale condominium inventory and activity.
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." For-sale condominium inventory is included as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets.
Income Taxes
During the three months ended March 31, 2023 and 2022, the Company recognized income tax expense of $3,560,000 and $2,471,000 , respectively, primarily related to 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 that are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Variable lease payments that are not based on an index or rate are not included in the measurement of the lease liability, but will be recognized as variable lease expense in the period in which they are incurred.
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
7
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 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) non-lease related revenue 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 months ended March 31, 2023 and 2022. Segment information for total revenue excludes real estate assets that were sold from January 1, 2022 through March 31, 2023, or otherwise qualify as held for sale as of March 31, 2023, 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 March 31, 2023 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue (3) | ||||||||||||||||||||||||||||||||
| Lease income (4) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| For the three months ended March 31, 2022 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue (3) | ||||||||||||||||||||||||||||||||
| Lease income (4) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
__________________________________
(1)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, and revenue streams not related to leasing activities including, but not limited to, application fees, renters insurance fees and vendor revenue sharing.
(3)Represents revenue accounted for under ASC 606.
(4)Represents residential and commercial rental and other lease income, accounted for under ASC 842.
8
Uncollectible Lease Revenue Reserves
The Company assesses the collectability of its lease revenue and receivables on an ongoing basis by (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, net of amounts received from government rent relief programs, for its residential and commercial portfolios of $16,971,000 and $13,600,000 for the three months ended March 31, 2023 and 2022, respectively, under ASC 842 and ASC 450.
2. Interest Capitalized
3. Debt
The Company's debt, which consists of unsecured notes, the variable rate unsecured term loan (the "Term Loan"), mortgage notes payable, the Credit Facility and the Commercial Paper Program, each as defined below, as of March 31, 2023 and December 31, 2022 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, 2023 and December 31, 2022, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, "Real Estate Disposition Activities"). The weighted average interest rates in the following table for secured and unsecured notes include costs of financing such as credit enhancement fees, trustees' fees, the impact of interest rate hedges and mark-to-market adjustments.
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Fixed rate unsecured notes | $ | % | $ | % | |||||||||||||||||||
| Term Loan | % | % | |||||||||||||||||||||
| Fixed rate mortgage notes payable - conventional and tax-exempt | % | % | |||||||||||||||||||||
| Variable rate mortgage notes payable - conventional and tax-exempt | % | % | |||||||||||||||||||||
| Total mortgage notes payable and unsecured notes and Term Loan | % | % | |||||||||||||||||||||
| Credit Facility | % | % | |||||||||||||||||||||
| Commercial paper | % | % | |||||||||||||||||||||
| Total principal outstanding | % | % | |||||||||||||||||||||
| Less deferred financing costs and debt discount (1) | ( |
( |
|||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
_____________________________________
(1)Excludes deferred financing costs and debt discount associated with the Credit Facility and the Commercial Paper Program which are included in prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets.
The borrowing capacity under the Credit Facility is impacted by the Commercial Paper Program and outstanding letters of credit, which as of March 31, 2023 and December 31, 2022, were $1,914,000
9
After taking into account its letters of credit, the Company had $2,248,086,000 available under the Credit Facility as of March 31, 2023. In addition, the Company had $50,682,000 and $48,740,000 outstanding in additional letters of credit unrelated to the Credit Facility as of March 31, 2023 and December 31, 2022, respectively.
During the three months ended March 31, 2023, the Company repaid $250,000,000 principal amount of its 2.85 % unsecured notes at its maturity.
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.
At March 31, 2023, the Company had a $2,250,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the "Credit Facility") which matures in September 2026. The interest rate that would be applicable to borrowings under the Credit Facility is 5.70 % at March 31, 2023 and is composed of (i) the Secured Overnight Financing Rate ("SOFR"), 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.), plus (ii) the current borrowing spread to SOFR of 0.825 % per annum, which consists of a 0.10 % SOFR adjustment plus 0.725 % per annum, assuming a one month term SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65 % to SOFR plus 1.40 % based upon the rating of the Company's unsecured and unsubordinated long-term indebtedness. There is also an annual facility commitment fee of 0.125 % of the borrowing capacity under the facility, which can vary from 0.10 % to 0.30 % based upon the rating of the Company's unsecured and unsubordinated long-term indebtedness. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases by meeting or missing targets related to environmental sustainability, specifically greenhouse gas emission reductions, with the adjustment determined annually beginning in July 2023.
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 $1,174,526,000 , excluding communities classified as held for sale, as of March 31, 2023).
In addition to the Commercial Paper Program, scheduled payments and maturities of secured notes payable and unsecured notes outstanding at March 31, 2023 were as follows (dollars in thousands):
| Year | Secured notes principal payments and maturities |
Unsecured notes and Term Loan maturities | Stated interest rate of unsecured notes and Term Loan | |||||||||||||||||
| 2023 | $ | $ | % | |||||||||||||||||
| 2024 | % | |||||||||||||||||||
| (1) | SOFR + |
|||||||||||||||||||
| 2025 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2026 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2027 | % | |||||||||||||||||||
| 2028 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2029 | % | |||||||||||||||||||
| 2030 | % | |||||||||||||||||||
| 2031 | % | |||||||||||||||||||
| 2032 | % | |||||||||||||||||||
| Thereafter | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
_________________________________
10
The Company was in compliance at March 31, 2023 with customary covenants under the Credit Facility and the Commercial Paper Program, the Term Loan and the indentures under which the Company's unsecured notes were issued.
4. Equity
The following summarizes the changes in equity for the three months ended March 31, 2023 and 2022 (dollars in thousands):
| Common stock |
Additional paid-in capital |
Accumulated earnings less dividends |
Accumulated other comprehensive income (loss) |
Total stockholder's equity | Noncontrolling interests | Total equity |
|||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 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 ($ |
— | — | ( |
— | ( |
— | ( |
||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | ( |
— | ( |
— | ( |
||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including repurchase costs | — | ( |
( |
— | ( |
— | ( |
||||||||||||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Common stock |
Additional paid-in capital |
Accumulated earnings less dividends |
Accumulated other comprehensive income (loss) |
Total stockholder's equity | Noncontrolling interests | Total equity |
|||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( |
$ | $ | $ | |||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Gain on cash flow hedges, net | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Change in redemption value of redeemable noncontrolling interest | — | — | ( |
— | ( |
— | ( |
||||||||||||||||||||||||||||||||||
| Noncontrolling interest distribution and income allocation | — | — | — | — | — | ( |
( |
||||||||||||||||||||||||||||||||||
Dividends declared to common stockholders ($ |
— | — | ( |
— | ( |
— | ( |
||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | ( |
( |
— | ( |
— | ( |
|||||||||||||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( |
$ | $ | $ | |||||||||||||||||||||||||||||||||
As of March 31, 2023 and December 31, 2022, the Company's charter had authorized for issuance a total of 280,000,000 50,000,000
11
During the three months ended March 31, 2023, the Company:
i.issued 1,932 shares of common stock in connection with stock options exercised;
ii.issued 847 shares of common stock through the Company's dividend reinvestment plan;
iii.issued 151,053 shares of common stock in connection with restricted stock grants and the conversion of performance awards to shares of common stock;
iv.withheld 60,693 shares of common stock to satisfy employees' tax withholding and other liabilities;
v.canceled 147 shares of restricted common stock upon forfeiture; and
vi.repurchased 7,000 common shares through the 2020 Stock Repurchase Program.
Deferred compensation granted under the Company's Second Amended and Restated 2009 Equity Incentive Plan (the "2009 Plan") for the three months ended March 31, 2023 does not impact the Company's Condensed Consolidated Financial Statements until recognized as compensation cost.
In July 2020, the Company’s Board of Directors approved a stock repurchase program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $500,000,000 (the "2020 Stock Repurchase Program"). Purchases of common stock under the 2020 Stock Repurchase Program may be exercised at the Company’s discretion with the timing and number of shares repurchased depending on a variety of factors, including price, corporate and regulatory requirements and other corporate liquidity requirements and priorities. The 2020 Stock Repurchase Program does not have an expiration date and may be suspended or terminated at any time without prior notice. During the three months ended March 31, 2023, the Company repurchased 7,000 shares of common stock at an average price of $161.29 per share. As of March 31, 2023, the Company had $315,019,000 remaining authorized for purchase under this program.
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 the Company's determinations of the appropriate funding sources. The Company engaged sales agents for CEP V who 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 receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward agreement multiplied by the 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 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, 2023, the Company had no sales under this program. As of March 31, 2023, the Company had $705,961,000 remaining authorized for issuance under CEP V.
In addition to CEP V, during April 2022, the Company completed an underwritten public offering of 2,000,000 shares of its common stock for an initial net forward sales price of $247.30 per share, after offering fees and discounts, offered in connection with forward contracts entered into with certain financial institutions acting as forward purchasers (the "Equity Forward") (see Note 12, "Subsequent Events" for a discussion of the settlement of the Equity Forward in April 2023).
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5. Investments
Unconsolidated Investments
As of March 31, 2023, the Company had investments in six unconsolidated real estate entities with ownership interest percentages ranging from 20.0 % to 50.0 % and other unconsolidated investments including property technology and environmentally focused companies and investment management funds. The Company accounts for its unconsolidated investments under the equity method of accounting or under the measurement alternative with the carrying amount of the investment adjusted to fair value when there is an observable transaction for the same or similar investment of the same issuer indicating a change in fair value. The significant accounting policies of the Company's unconsolidated investments are consistent with those of the Company in all material respects. Certain of these investments are subject to various buy‑sell provisions or other rights which are customary in real estate joint venture agreements. The Company and its partners in these entities may initiate these provisions to either sell the Company's interest or acquire the interest from the Company's partner.
Structured Investment Program
In April 2022, the Company established its Structured Investment Program (the “SIP”), an investment platform through which the Company provides mezzanine loans or preferred equity to third-party multifamily developers in the Company's existing markets. As of March 31, 2023, the Company had commitments to fund three mezzanine loans of up to $92,375,000 in the aggregate. The mezzanine loans have a weighted average rate of return of 9.8 % and mature at various dates on or before June 2026. At March 31, 2023, the Company had funded $42,074,000 of these commitments.
The Company evaluates each SIP commitment to determine the classification as a loan or an investment in a real estate development project. As of March 31, 2023, all of the SIP commitments are classified as loans. The Company includes amounts outstanding under the SIP as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company evaluates the credit risk for each loan on an ongoing basis, estimating the reserve for credit losses using relevant available information from internal and external sources. Market-based historical credit loss data provides the basis for the estimation of expected credit losses, with adjustments, if necessary, for differences in current loan-specific risk characteristics, such as the amount of equity capital provided by a borrower, nature of the real estate being developed or other factors.
For the three existing loans, interest is recognized as earned as interest income, and interest income and any change in the expected credit loss are included as a component of income from unconsolidated investments, on the accompanying Condensed Consolidated Statements of Comprehensive Income.
Expensed Transaction, Development and Other Pursuit Costs
The Company capitalizes costs associated with its development activities when future development is probable ("Development Rights") to the basis of land held, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs. 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. Costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. In addition, if the Company determines a Development Right is no longer probable, the Company recognizes any necessary expense to write down its basis in the Development Right. 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 $2,992,000 and $987,000 for the three months ended March 31, 2023 and 2022, 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. These costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.
Impairment of Long-Lived Assets and Casualty Loss
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 an asset may not be recoverable, the Company assesses its recoverability by comparing the carrying amount of the 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 asset. Based on periodic tests of recoverability of long-lived
13
assets, for the three months ended March 31, 2023 and 2022, the Company did no 5,051,000 for the property and casualty damages across certain communities in its Northeast and California regions related to severe weather, reported as casualty loss on the accompanying Condensed Consolidated Statements of Comprehensive Income.
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 the lower of cost or fair value. The Company determines the fair value of its for-sale condominium inventory as the estimated sales price less direct costs to sell. For the three months ended March 31, 2023 and 2022, the Company did no
The Company assesses its portfolio of land held for both development and investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land. For the three months ended March 31, 2023 and 2022, the Company did no
The Company evaluates its unconsolidated investments for other than temporary impairment, considering both the extent and amount by which the carrying value of the investment exceeds the fair value, and the Company's intent and ability to hold the investment to recover its carrying value. The Company also evaluates its proportionate share of any impairment of assets held by unconsolidated investments. There were no
6. Real Estate Disposition Activities
At March 31, 2023, the Company had one real estate asset that qualified as held for sale.
The Park Loggia
The Park Loggia, located in New York, NY, contains 172 for-sale residential condominiums and 66,000 square feet of commercial space. During the three months ended March 31, 2023 and 2022, the Company sold one and 15 residential condominiums at The Park Loggia for gross proceeds of $3,907,000 and $40,336,000 , respectively, resulting in a gain in accordance with GAAP of $28,000 and $1,002,000 , respectively. The Company incurred $202,000 and $766,000 for the three months ended March 31, 2023 and 2022, respectively, in marketing, operating and administrative costs. All amounts are included in other real estate activity, on the accompanying Condensed Consolidated Statements of Comprehensive Income. As of March 31, 2023, there were eight residential condominiums remaining to be sold. As of March 31, 2023 and December 31, 2022, the unsold for-sale residential condominiums at The Park Loggia had an aggregate carrying value of $28,913,000 and $32,532,000 , respectively, presented in prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets.
7. Commitments and Contingencies
Lease Obligations
The Company owns seven apartment communities and two commercial properties, located on land subject to ground leases expiring between July 2046 and April 2106. The Company has purchase options for all ground leases expiring prior to 2062. The ground leases for six of the seven apartment communities and the two commercial properties are operating leases, with rental expense recognized on a straight-line basis over the lease term. In addition, the Company is party to 13 leases for its corporate and regional offices with varying terms through 2031, all of which are operating leases.
As of March 31, 2023 and December 31, 2022, the Company had total operating lease assets of $109,976,000 and $114,977,000 , respectively, and lease obligations of $137,359,000 and $142,602,000 , respectively, reported as components of right of use lease assets and lease liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company incurred costs of $4,005,000 and $3,706,000 for the three months ended March 31, 2023 and 2022, respectively, related to operating leases.
14
8. Segment Reporting
The Company's reportable operating segments include Same Store, Other Stabilized and Development/Redevelopment. Annually as of January 1, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change. In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment.
The Company's segment disclosures present the measure(s) used by the chief operating decision maker ("CODM") for assessing each segment's performance. The Company's CODM is comprised of several members of its executive management team who use net operating income ("NOI") as the primary financial measure for Same Store communities and Other Stabilized communities. 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 on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, depreciation expense, income tax expense, casualty loss, loss (gain) on sale of communities, other real estate activity and net operating income from real estate assets sold or held for sale. The CODM evaluates the Company's financial performance on a consolidated residential and commercial basis. The commercial results attributable to the non-apartment components of the Company's mixed-use communities and other nonresidential operations represent 1.9 % and 2.0 % of total NOI for the three months ended March 31, 2023 and 2022, respectively. Although the Company considers NOI a useful measure of a community's or communities' operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP. NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income.
A reconciliation of NOI to net income for the three months ended March 31, 2023 and 2022 is as follows (dollars in thousands):
| For the three months ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income | $ | $ | |||||||||
| Property management and other indirect operating expenses, net of corporate income | |||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | |||||||||||
| Interest expense, net | |||||||||||
| General and administrative expense | |||||||||||
| Income from unconsolidated investments | ( |
( |
|||||||||
| Depreciation expense | |||||||||||
| Income tax expense | |||||||||||