Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 5, 2010

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
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   (I.R.S. Employer
incorporation or organization)   Identification No.)
Ballston Tower
671 N. Glebe Rd, Suite 800
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
(703) 329-6300
(Registrant’s telephone number, including area code)
(Former name, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.
Yes þ      No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ      No o
Indicate by check mark whether the Exchange registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o      No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
82,984,697 shares of common stock, par value $0.01 per share, were outstanding as of April 30, 2010
 
 

 


 

AVALONBAY COMMUNITIES, INC.
FORM 10-Q
INDEX
         
    Page  
PART I — FINANCIAL INFORMATION
       
 
       
Item 1. Condensed Consolidated Financial Statements
       
 
       
    1  
 
       
    2  
 
       
    3-4  
 
       
    5-18  
 
       
    19-40  
 
       
    41  
 
       
    41  
 
       
PART II — OTHER INFORMATION
       
 
       
    41-42  
 
       
    42  
 
       
    42-43  
 
       
    43  
 
       
    43  
 
       
    43  
 
       
    43-45  
 
       
    46  

 


 

AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
                 
    3-31-10     12-31-09  
    (unaudited)          
ASSETS
               
Real estate:
               
Land
  $ 1,273,615     $ 1,250,679  
Buildings and improvements
    6,066,355       5,988,330  
Furniture, fixtures and equipment
    189,490       186,301  
 
           
 
    7,529,460       7,425,310  
Less accumulated depreciation
    (1,533,579 )     (1,477,772 )
 
           
Net operating real estate
    5,995,881       5,947,538  
Construction in progress, including land
    580,814       531,299  
Land held for development
    206,713       237,095  
Operating real estate assets held for sale, net
    86,610       117,555  
 
           
Total real estate, net
    6,870,018       6,833,487  
 
               
Cash and cash equivalents
    123,297       105,691  
Cash in escrow
    207,336       210,676  
Resident security deposits
    22,456       23,646  
Investments in unconsolidated real estate entities
    72,999       74,570  
Deferred financing costs, net
    32,375       34,531  
Deferred development costs
    85,302       87,763  
Prepaid expenses and other assets
    94,351       87,241  
 
           
Total assets
  $ 7,508,134     $ 7,457,605  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Unsecured notes, net
  $ 1,659,529     $ 1,658,029  
Mortgage notes payable
    2,290,378       2,316,843  
Dividends payable
    73,804       72,773  
Payables for construction
    48,368       49,623  
Accrued expenses and other liabilities
    235,951       233,029  
Accrued interest payable
    22,520       35,069  
Resident security deposits
    33,532       33,646  
Liabilities related to real estate assets held for sale
    1,679       2,669  
 
           
Total liabilities
    4,365,761       4,401,681  
 
           
 
               
Redeemable noncontrolling interests
    6,724       5,797  
 
               
Stockholders’ equity:
               
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at both March 31, 2010 and December 31, 2009; zero shares issued and outstanding at March 31, 2010 and December 31, 2009
    —       —  
Common stock, $0.01 par value; 140,000,000 shares authorized at both March 31, 2010 and December 31, 2009; 82,693,377 and 81,528,957 shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively
    827       815  
Additional paid-in capital
    3,287,671       3,200,367  
Accumulated earnings less dividends
    (152,324 )     (149,988 )
Accumulated other comprehensive loss
    (525 )     (1,067 )
 
           
Total stockholders’ equity
    3,135,649       3,050,127  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 7,508,134     $ 7,457,605  
 
           
See accompanying notes to Condensed Consolidated Financial Statements.

1


 

AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands, except per share data)
                 
    For the three months ended  
    3-31-10     3-31-09  
Revenue:
               
Rental and other income
  $ 213,738     $ 208,265  
Management, development and other fees
    1,849       1,468  
 
           
Total revenue
    215,587       209,733  
 
           
 
               
Expenses:
               
Operating expenses, excluding property taxes
    65,031       62,780  
Property taxes
    23,172       20,886  
Interest expense, net
    42,541       30,130  
Gain on extinguishment of debt, net
    —       (1,062 )
Depreciation expense
    56,095       50,073  
General and administrative expense
    8,895       7,247  
 
           
Total expenses
    195,734       170,054  
 
           
 
               
Equity in income of unconsolidated entities
    227       3,457  
 
           
 
               
Income from continuing operations
    20,080       43,136  
 
           
Discontinued operations:
               
Income from discontinued operations
    1,995       3,965  
Gain on sale of communities
    50,291       —  
 
           
Total discontinued operations
    52,286       3,965  
 
           
 
               
Net income
    72,366       47,101  
Net loss attributable to redeemable noncontrolling interests
    157       324  
 
           
 
               
Net income attributable to common stockholders
  $ 72,523     $ 47,425  
 
           
 
               
Other comprehensive income:
               
Unrealized gain on cash flow hedges
    542       376  
 
           
Comprehensive income
  $ 73,065     $ 47,801  
 
           
 
               
Earnings per common share — basic:
               
Income from continuing operations attributable to common stockholders
  $ 0.25     $ 0.55  
Discontinued operations attributable to common stockholders
    0.64       0.05  
 
           
Net income attributable to common stockholders
  $ 0.89     $ 0.60  
 
           
 
               
Earnings per common share — diluted:
               
Income from continuing operations attributable to common stockholders
  $ 0.25     $ 0.54  
Discontinued operations attributable to common stockholders
    0.63       0.05  
 
           
Net income attributable to common stockholders
  $ 0.88     $ 0.59  
 
           
 
               
Dividends per common share:
  $ 0.8925     $ 0.8925  
 
           
See accompanying notes to Condensed Consolidated Financial Statements.

2


 

AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
                 
    For the three months ended  
    3-31-10     3-31-09  
Cash flows from operating activities:
               
Net income
  $ 72,366     $ 47,101  
Adjustments to reconcile net income to cash provided by operating activities:
               
Depreciation expense
    56,095       50,073  
Depreciation expense from discontinued operations
    —       2,567  
Amortization of deferred financing costs and debt premium/discount
    2,246       2,223  
Amortization of stock-based compensation
    2,226       2,368  
Equity in loss (income) of unconsolidated entities, net of eliminations
    226       (4,281 )
Gain on sale of real estate assets
    (50,291 )     —  
Gain on extinguishment of debt, net
    —       (1,062 )
Decrease (increase) in cash in operating escrows
    269       (166 )
Increase in resident security deposits, prepaid expenses and other assets
    (4,813 )     (2,669 )
Decrease in accrued expenses, other liabilities and accrued interest payable
    (9,441 )     (5,333 )
 
           
Net cash provided by operating activities
    68,883       90,821  
 
           
 
               
Cash flows from investing activities:
               
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
    (118,604 )     (148,333 )
Capital expenditures — existing real estate assets
    (1,475 )     (839 )
Capital expenditures — non-real estate assets
    (359 )     (294 )
Proceeds from sale of real estate, net of selling costs
    81,335       —  
Decrease in payables for construction
    (1,255 )     (7,128 )
Decrease in cash in construction escrows
    3,071       23,884  
Decrease in investments in unconsolidated real estate entities
    1,244       3,029  
 
           
Net cash used in investing activities
    (36,043 )     (129,681 )
 
           
 
               
Cash flows from financing activities:
               
Issuance of common stock
    83,896       35  
Dividends paid
    (72,603 )     (68,841 )
Net borrowings under unsecured credit facility
    —       235,000  
Repayments of mortgage notes payable
    (26,465 )     (2,107 )
Repayment of unsecured notes
    —       (100,573 )
Distributions to DownREIT partnership unitholders
    (14 )     (25 )
Distributions to joint venture and profit-sharing partners
    (48 )     —  
 
           
Net cash (used in) provided by financing activities
    (15,234 )     63,489  
 
           
 
               
Net increase in cash and cash equivalents
    17,606       24,629  
 
               
Cash and cash equivalents, beginning of period
    105,691       65,706  
 
           
 
               
Cash and cash equivalents, end of period
  $ 123,297     $ 90,335  
 
           
 
               
Cash paid during the period for interest, net of amount capitalized
  $ 49,552     $ 33,717  
 
           
See accompanying notes to Condensed Consolidated Financial Statements.

3


 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Supplemental disclosures of non-cash investing and financing activities (dollars in thousands):
During the three months ended March 31, 2010:
  •   96,394 shares of common stock valued at $7,152 were issued in connection with stock grants, 1,998 shares valued at $159 were issued through the Company’s dividend reinvestment plan, 38,960 shares valued at $3,167 were withheld to satisfy employees’ tax withholding and other liabilities, 1,300 shares valued at $38 were forfeited, and 3,283 shares valued at $161 were issued to members of the board of directors in fulfillment of deferred stock awards, for a net value of $4,267. In addition, the Company granted 126,484 options for common stock at a value of $2,460.
 
  •   The Company recorded a decrease to other liabilities and a corresponding increase to other comprehensive income of $542 and recorded an increase to prepaid expenses and other assets of $1,410, with a corresponding offset to the basis of unsecured notes, net to record the impact of the Company’s hedge accounting activity (as described in Note 5, “Derivative Instruments and Hedging Activities”).
 
  •   Common dividends declared but not paid totaled $73,804.
 
  •   The Company recorded an increase of $1,145 in redeemable noncontrolling interests with a corresponding decrease to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units. For further discussion of the nature and valuation of these items, see Note 11, “Fair Value.”
During the three months ended March 31, 2009:
  •   2,624,641 shares of common stock valued at $139,058 were issued as part of the special dividend declared in the fourth quarter of 2008, 161,719 shares of common stock valued at $7,860 were issued in connection with stock grants, 2,257 shares valued at $120 were issued through the Company’s dividend reinvestment plan, 29,243 shares valued at $1,265 were withheld to satisfy employees’ tax withholding and other liabilities and 1,031 shares valued at $101 were forfeited, for a net value of $145,672. In addition, the Company granted 344,801 options for common stock at a value of $2,252.
 
  •   The Company recorded a decrease to other liabilities and a corresponding increase to other comprehensive income of $376 to record the impact of the Company’s hedge accounting activity.
 
  •   Common dividends declared but not paid totaled $71,330.
 
  •   The Company recorded a decrease of $3,953 in redeemable noncontrolling interests with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.

4


 

AVALONBAY COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(Dollars in thousands, except per share data)
1. Organization, Basis of Presentation and Significant Accounting Policies
Organization and Basis of Presentation
AvalonBay Communities, Inc. (the “Company,” which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its consolidated subsidiaries), is a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986 (“the Code”). The Company focuses on the development, acquisition, ownership and operation of apartment communities in high barrier to entry markets of the United States. These markets are located in the New England, Metro New York/New Jersey, Mid-Atlantic, Midwest, Pacific Northwest, and Northern and Southern California regions of the country.
At March 31, 2010, the Company owned or held a direct or indirect ownership interest in 165 operating apartment communities containing 47,813 apartment homes in ten states and the District of Columbia, of which seven communities containing 2,615 apartment homes were under reconstruction. In addition, the Company owned or held a direct or indirect ownership interest in seven communities under construction that are expected to contain an aggregate of 2,509 apartment homes when completed. The Company also owned or held a direct or indirect ownership interest in rights to develop an additional 29 communities that, if developed as expected, will contain an estimated 7,361 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 2009 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2010 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included.
All capitalized terms have the meaning as provided elsewhere in this Form 10-Q.
Earnings per Common Share
Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share (“EPS”). Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company’s earnings per common share are determined as follows:

5


 

                 
    For the three months ended  
    3-31-10     3-31-09  
Basic and diluted shares outstanding
               
 
               
Weighted average common shares — basic
    81,637,686       78,752,744  
 
               
Weighted average DownREIT units outstanding
    15,351       19,427  
 
               
Effect of dilutive securities
    657,633       1,020,110  
 
           
 
               
Weighted average common shares — diluted
    82,310,670       79,792,281  
 
           
 
               
Calculation of Earnings per Share — basic
               
 
               
Net income attributable to common stockholders
  $ 72,523     $ 47,425  
Net income allocated to unvested restricted shares
    (230 )     (152 )
 
           
Net income attributable to common stockholders, adjusted
  $ 72,293     $ 47,273  
 
           
 
               
Weighted average common shares — basic
    81,637,686       78,752,744  
 
           
 
               
Earnings per common share — basic
  $ 0.89     $ 0.60  
 
           
 
               
Calculation of Earnings per Share — diluted
               
 
               
Net income attributable to common stockholders
  $ 72,523     $ 47,425  
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations
    14       25  
 
           
 
               
Adjusted net income available to common stockholders
  $ 72,537     $ 47,450  
 
           
 
               
Weighted average common shares — diluted
    82,310,670       79,792,281  
 
           
 
               
Earnings per common share — diluted
  $ 0.88     $ 0.59  
 
           
Certain options to purchase shares of common stock in the amounts of 1,641,986 and 2,379,353 were outstanding at March 31, 2010 and 2009, respectively, but were not included in the computation of diluted earnings per share because such options were anti-dilutive.
The Company is required to estimate the forfeiture of stock options and recognize compensation cost net of the estimated forfeitures. The estimated forfeitures included in compensation cost are adjusted to reflect actual forfeitures at the end of the vesting period. The forfeiture rate at March 31, 2010 is based on the average forfeiture activity over a period equal to the estimated life of the stock options, and was 1.4%. The application of estimated forfeitures did not materially impact compensation expense for the three months ended March 31, 2010 or 2009.
Abandoned Pursuit Costs and Impairment of Long-Lived Assets
The Company capitalizes pre-development costs incurred in pursuit of new development opportunities for which the Company currently believes future development is probable (“Development Rights”). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Initial pre-development costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. In addition, if the status of a Development Right changes, making future development by the Company no longer probable, any capitalized pre-development costs are written off with a charge to expense. The Company expensed costs related to abandoned pursuits, which includes the abandonment of Development Rights as well as costs incurred in pursuing the disposition of assets, in the amounts of $505 and $1,093 for the three months ended March 31, 2010 and 2009. These costs are included in operating expenses, excluding property taxes on the accompanying Condensed Consolidated Statements of Operations and Other Comprehensive Income. Abandoned pursuit costs can vary greatly, and the costs incurred in any given period may be significantly different in future years.
The Company evaluates its real estate and other long-lived assets for impairment when potential indicators of impairment exist. Such assets are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, the Company assesses its recoverability by comparing the carrying amount of the long-lived asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Company recognizes an impairment loss to the extent the carrying amount

6


 

exceeds the estimated fair value of the long-lived asset. Based on periodic tests of recoverability of long-lived assets, for the three months ended March 31, 2010 and 2009, the Company did not record any impairment losses.
Legal and Other Contingencies
As previously reported, on August 13, 2008 the U.S. Attorney’s Office for the Southern District of New York filed a civil lawsuit against the Company and the joint venture in which it has an interest that owns Avalon Chrystie Place. The lawsuit alleges that Avalon Chrystie Place was not designed and constructed in accordance with the accessibility requirements of the Fair Housing Act (“FHA”). The Company designed and constructed Avalon Chrystie Place with a view to compliance with New York City’s Local Law 58, which for more than 20 years has been New York City’s code regulating the accessible design and construction of apartments. After the filing of its answer and affirmative defenses, during the fourth quarter of 2009 the plaintiff served the Company with discovery requests relating to communities owned by the Company nationwide. The Company objected to these discovery requests as being overly broad, as the plaintiff’s complaint made factual allegations with regard to Avalon Chrystie Place only. A magistrate judge agreed with the Company and limited discovery to Avalon Chrystie Place. The plaintiff is appealing the magistrate judge’s ruling. Due to the preliminary nature of this matter, including whether the scope of the suit will be extended to other properties, the Company cannot predict or determine the outcome of this matter, nor is it reasonably possible to estimate the amount of loss, if any, that would be associated with an adverse decision or settlement.
In addition to the outstanding litigation described above, the Company is involved in various other claims and/or administrative proceedings that arise in the ordinary course of our business. While no assurances can be given, the Company does not believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on the Company’s operations.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to amounts in prior period financial statements to conform to current period presentations.
Recently Adopted Accounting Standards
In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for distributions to shareholders with components of stock and cash. This guidance clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate, is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend. The Company already follows the practices required by this guidance, so required adoption of this guidance did not impact the Company’s financial position or results of operations.
In January 2010, the FASB issued guidance on fair value measurements and disclosures. This guidance specifies that a reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. In addition, a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number) related to Level 3 fair value measurements as part of a reconciliation of the beginning and ending balances. It also clarifies the disclosure requirements related to the level of disaggregation, significant inputs and valuation techniques. The adoption of this guidance did not impact the Company’s financial position or results of operations.

7


 

In February 2010, the FASB issued guidance on subsequent events. This guidance provides a definition for SEC filer and eliminates the requirement to disclose the date through which subsequent events have been evaluated. The adoption of this guidance did not impact the Company’s financial position or results of operations.
In June 2009, the FASB issued guidance to significantly amend the consolidation guidance applicable to variable interest entities (“VIEs”). The consolidation model was modified to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. The amendments also require expanded disclosures related to VIEs which are largely consistent with the disclosure framework currently applied by the Company. The new guidance was effective January 1, 2010 for the Company. The adoption of this guidance did not impact the Company’s financial position or results of operations.
2. Interest Capitalized
The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company’s development or redevelopment activities totaled $9,836 and $12,368 for the three months ended March, 31, 2010 and 2009, respectively.
3. Notes Payable, Unsecured Notes and Credit Facility
The Company’s mortgage notes payable, unsecured notes and Credit Facility, as defined below, as of March 31, 2010 and December 31, 2009, are summarized below. The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of March 31, 2010 and December 31, 2009, as shown in the Condensed Consolidated Balance Sheets (see Note 7, “Real Estate Disposition Activities”).
                 
    3-31-10     12-31-09  
Fixed rate unsecured notes (1)
  $ 1,358,347     $ 1,358,257  
Variable rate unsecured notes (2)
    301,182       299,772  
Fixed rate mortgage notes payable — conventional and tax-exempt
    1,606,254       1,632,605  
Variable rate mortgage notes payable — conventional and tax-exempt
    684,124       684,238  
 
           
Total notes payable and unsecured notes
    3,949,907       3,974,872  
Variable rate unsecured credit facility
    —       —  
 
           
Total mortgage notes payable, unsecured notes and Credit Facility
  $ 3,949,907     $ 3,974,872  
 
           
 
(1)   Balances at March 31, 2010 and December 31, 2009 include $2,130 and $2,220 of debt discount.
 
(2)   Balances at March 31, 2010 and December 31, 2009 include $1,182 and ($228) for basis adjustments resulting from qualifying fair value hedging relationships.
The following debt activity occurred during the three months ended March 31, 2010:
  •   In February 2010, the Company repaid a 6.47% fixed rate secured mortgage note in the amount of $13,961 in advance of its March 2012 scheduled maturity date.
 
  •   In March 2010, the Company repaid a 6.95% fixed rate secured mortgage note in the amount of $11,226 in advance of its February 2025 scheduled maturity date.
In the aggregate, secured notes payable mature at various dates from October 2010 through July 2066, and are secured by certain apartment communities and improved land parcels (with a net carrying value of $1,829,247 as of March 31, 2010). As of March 31, 2010, the Company has guaranteed approximately $437,729 of mortgage notes payable held by wholly owned subsidiaries; all such mortgage notes payable are consolidated for financial reporting purposes. The weighted average interest rate of the Company’s fixed rate mortgage notes payable (conventional and tax-exempt) was 5.1% at March 31, 2010 and December 31, 2009. The weighted average interest rate of the Company’s variable rate mortgage notes payable and its Credit Facility, including the effect of certain financing related fees, was 3.4% at March 31, 2010 and 2.9% at December 31, 2009.

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Scheduled payments and maturities of mortgage notes payable and unsecured notes outstanding at March 31, 2010 are as follows:
                                 
                            Stated  
                    Unsecured     interest rate  
    Secured notes     Secured notes     notes     of unsecured  
Year   payments (1)     maturities     maturities     notes  
2010
  $ 3,589     $ 29,387     $ 14,576       7.500 %
 
                    75,000       7.038 %(2)
 
                               
2011
    10,776       36,610       39,900       6.625 %
 
                    150,000       5.667 %(2)
 
                               
2012
    14,034       108,224       201,601       6.125 %
 
                    104,400       5.500 %
 
                    75,000       4.325 %(2)
 
                               
2013
    14,876       264,697       100,000       4.950 %
 
                               
2014
    15,769       33,100       150,000       5.375 %
 
                               
2015
    14,725       365,130       —       —  
 
                               
2016
    15,600       —       250,000       5.750 %
 
                               
2017
    16,533       18,300       250,000       5.700 %
 
                               
2018
    17,522       —       —       —  
 
                               
2019
    2,588       699,529       —       —  
 
                               
Thereafter
    110,705       498,684       250,000       6.100 %
 
                         
 
                               
 
  $ 236,717     $ 2,053,661     $ 1,660,477          
 
                         
 
(1)   Secured note payments are comprised of the principal pay downs for amortizing mortgage notes.
 
(2)   The weighted average interest rate for the swapped unsecured notes as of March 31, 2010.
The Company has a variable rate unsecured credit facility (the “Credit Facility”) in the amount of $1,000,000 with a syndicate of commercial banks, to whom the Company pays an annual facility fee of approximately $1,250. The Company did not have any amounts outstanding under the Credit Facility and had $46,055 outstanding in letters of credit as of March 31, 2010. At December 31, 2009, there were no amounts outstanding under the Credit Facility and $44,105 outstanding in letters of credit. The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate (“LIBOR”), rating levels achieved on the Company’s unsecured notes and on a maturity schedule selected by the Company. The current stated pricing is LIBOR plus 0.40% per annum (0.67% at March 31, 2010). The stated spread over LIBOR can vary from LIBOR plus 0.325% to LIBOR plus 1.00% based on the Company’s credit ratings. In addition, the Credit Facility includes a competitive bid option, which allows banks that are part of the lender consortium to bid to make loans to the Company at a rate that is lower than the stated rate provided by the Credit Facility for up to $650,000. The competitive bid option may result in lower pricing than the stated rate if market conditions allow. The Company did not have any amounts outstanding under this competitive bid option as of March 31, 2010. The Credit Facility matures in November 2011, assuming exercise of a one-year renewal option by the Company.
The Company was in compliance at March 31, 2010 with certain customary financial and other covenants under the Credit Facility and the Company’s unsecured notes.
4. Stockholders’ Equity
The following summarizes the changes in stockholders’ equity for the three months ended March 31, 2010:

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                    Accumulated     Accumulated        
            Additional     earnings     other     Total  
    Common     paid-in     less     comprehensive     stockholders’  
    stock     capital     dividends     loss     equity  
     
Balance at December 31, 2009
  $ 815     $ 3,200,367     $ (149,988 )   $ (1,067 )   $ 3,050,127  
 
                                       
Net income attributable to common stockholders
    —       —       72,523       —       72,523  
Unrealized gain on cash flow hedges
    —       —       —       542       542  
Change in redemption value of redeemable noncontrolling interest
    —       —       (1,145 )     —       (1,145 )
Dividends declared to common stockholders
    —       —       (73,804 )     —       (73,804 )
Issuance of common stock
    12       80,909       90       —       81,011  
Amortization of deferred compensation
    —       6,395       —       —       6,395  
 
                             
 
                                       
Balance at March 31, 2010
  $ 827     $ 3,287,671     $ (152,324 )   $ (525 )   $ 3,135,649  
 
                             
During the three months ended March 31, 2010, the Company:
  (i)   issued 891,685 shares of common stock through public offerings;
 
  (ii)   issued 211,320 shares of common stock in connection with stock options exercised;
 
  (iii)   issued 1,998 common shares through the Company’s dividend reinvestment plan;
 
  (iv)   issued 96,394 common shares in connection with stock grants;
 
  (v)   issued 3,283 shares to members of the Board of Directors in fulfillment of deferred stock awards;
 
  (vi)   withheld 38,960 common shares to satisfy employees’ tax withholding and other liabilities; and
 
  (vii)   had 1,300 shares of restricted common stock forfeited.
In addition, the Company granted 126,484 options for common stock to employees. Any deferred compensation related to the Company’s stock option and restricted stock grants during the three months ended March 31, 2010 is not reflected on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2010, and will not be reflected until earned as compensation cost.
In August 2009, the Company commenced a continuous equity program (the “CEP”), under which the Company may sell up to $400,000 of its common stock until August 2012. During the three months ended March 31, 2010, the Company sold 891,685 shares under this program at an average sales price of $84.10 per share, for net proceeds of $73,870.
5. Derivative Instruments and Hedging Activities
The Company enters into interest rate swap and interest rate cap agreements (collectively, the “Hedging Derivatives”) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into derivative transactions for trading or other speculative purposes. The following table summarizes the consolidated Hedging Derivatives at March 31, 2010, excluding derivatives executed to hedge debt on communities classified as held for sale (dollars in thousands):

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    Non-designated                   Fair Value
    Hedges   Cash Flow Hedges   Hedges
    Interest   Interest   Interest   Interest
    Rate Caps   Rate Caps   Rate Swaps   Rate Swaps
Notional balance
  $ 109,847     $ 15,615     $ 43,044     $ 300,000  
Weighted average interest rate (1)
    1.5 %     1.7 %     6.5 %     5.7 %
Weighted average capped interest rate
    6.9 %     6.0 %     n/a       n/a  
Earliest maturity date
  Apr-11   Jun-12   Jun-10   Dec-10
Latest maturity date
  Mar-14   Jun-12   Jun-10   Jan-12
Estimated fair value, asset/(liability)
  $ 33     $ 6     $ (365 )   $ 1,182  
 
(1)   For interest rate caps, this represents the weighted average interest rate on the debt.
Excluding derivatives executed to hedge debt on communities classified as held for sale, the Company had three derivatives designated as cash flow hedges, five derivatives designated as fair value hedges and five derivatives not designated as hedges at March 31, 2010. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Other Comprehensive Income. Fair value changes for derivatives not in qualifying hedge relationships for the three months ended March 31, 2010, were not material. For the derivative positions that the Company has determined qualify as effective cash flow hedges, the Company has recorded the effective portion of cumulative changes in the fair value of the Hedging Derivatives in other comprehensive income. Amounts recorded in other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. To adjust the Hedging Derivatives in qualifying cash flow hedges to their fair value and recognize the impact of hedge accounting, the Company recorded an increase in other comprehensive income of $542 and $376 during the three months ended March 31, 2010 and 2009, respectively. The amount reclassified into earnings for the three months ended March 31, 2010, as well as the estimated amount included in accumulated other comprehensive income as of March 31, 2010, expected to be reclassified into earnings within the next twelve months to offset the variability of cash flows of the hedged items during this period are not material. For the derivative positions that the Company has determined qualify as effective fair value hedges, the Company has recorded an increase in the fair value of $1,410 with the derivatives fair value reported as a component of prepaid expenses and other assets, with the associated gain as an adjustment to the carrying amount of the corresponding debt being hedged on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2010.
The Company assesses, both at inception and on an on-going basis, the effectiveness of qualifying cash flow and fair value hedges. Hedge ineffectiveness, reported as a component of general and administrative expenses, did not have a material impact on earnings of the Company for any prior period, and the Company does not anticipate that it will have a material effect in the future. The fair values of the Hedging Derivatives and non-designated derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair value of derivatives that are in a liability position are included in accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets.
Derivative financial instruments expose the Company to credit risk in the event of nonperformance by the counterparties under the terms of the Hedging Derivatives. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions which have an A+ or better credit rating by the Standard & Poor’s Ratings Group. As part of its on-going control procedures, the Company monitors the credit ratings of counterparties and the exposure of the Company to any single entity, thus minimizing credit risk concentration. The Company believes the likelihood of realizing losses from counterparty non-performance is remote. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements of its derivative financial instruments. Refer to Note 11, “Fair Value,” for further discussion.
6. Investments in Real Estate Entities
As of March 31, 2010, the Company had investments in six unconsolidated real estate entities with ownership interest percentages ranging from 15.2% to 50%. There were no changes in the Company’s ownership interest in, or

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presentation of, its investments in unconsolidated real estate entities during the three months ended March 31,  2010. Detail of the real estate and associated funding underlying the Company’s unconsolidated investments is presented in the following table (unaudited).
 
    Company     # of     Total     Debt
    Ownership     Apartment     Capitalized                 Interest     Maturity
Unconsolidated Real Estate Investments   Percentage     Homes     Cost (1)     Amount     Type   Rate (2)     Date
Fund I
                                               
  1. Avalon at Redondo Beach — Los Angeles, CA
            105     $ 24,622     $ 21,033     Fixed     4.87 %   Oct 2011
  2. Avalon Lakeside — Chicago, IL
            204       18,231       12,056     Fixed     5.74 %   Mar 2012
  3. Avalon Columbia — Baltimore, MD
            170       29,346       22,275     Fixed     5.48 %   Apr 2012
  4. Avalon Sunset — Los Angeles, CA
            82       20,903       12,750     Fixed     5.41 %   Mar 2014
  5. Avalon at Poplar Creek — Chicago, IL
            196       28,014       16,500     Fixed     4.83 %   Oct 2012
  6. Avalon at Civic Center — Norwalk, CA
            192       42,756       27,001     Fixed     5.38 %   Aug 2013
  7. Avalon Paseo Place — Fremont, CA
            134       24,825       11,800     Fixed     5.74 %   Nov 2013
  8. Avalon at Yerba Buena — San Francisco, CA
            160       66,791       41,500     Fixed     5.88 %   Mar 2014
  9. Avalon at Aberdeen Station — Aberdeen, NJ
            290       58,219       39,842     Fixed     5.64 %   Sep 2013
10. The Springs — Corona, CA
            320       48,392       26,000     Fixed     6.06 %   Oct 2014
11. Avalon Lombard — Lombard, IL
            256       35,319       17,243     Fixed     5.43 %   Jan 2014
12. Avalon Cedar Place — Columbia, MD
            156       24,399       12,000     Fixed     5.68 %   Feb 2014
13. Avalon Centerpoint — Baltimore, MD
            392       79,557       45,000     Fixed     5.74 %   Dec 2013
14. Middlesex Crossing — Billerica, MA
            252       38,043       24,100     Fixed     5.49 %   Dec 2013
15. Avalon Crystal Hill — Ponoma, NY
            168       38,603       24,500     Fixed     5.43 %   Dec 2013
16. Avalon Skyway — San Jose, CA
            348       78,218       37,500     Fixed     6.11 %   Mar 2014
17. Avalon Rutherford Station — East Rutherford, NJ
            108       36,771       20,019     Fixed     6.13 %   Sep 2016
18. South Hills Apartments — West Covina, CA
            85       24,756       11,761     Fixed     5.92 %   Oct 2013
19. Weymouth Place — Weymouth, MA
            211       25,298       13,455     Fixed     5.12 %   Mar 2015
 
                                     
Total Fund I
    15.2 %     3,829     $ 743,063     $ 436,335           5.6 %    
 
                                     
Fund II
                                               
  1. Avalon Bellevue Park — Bellevue, WA
            220     $ 33,581     $ 21,515     Fixed     5.52 %   Jun 2019
  2. The Hermitage — Fairfax, VA
            491       71,084       —     N/A     —     N/A
  3. Avalon Rothbury — Gaithersburg, MD
            203       31,250       —     N/A     —     N/A
Fund II corporate debt
            N/A       N/A       61,500     Variable     2.74 %    2010(3)
 
                                     
Total Fund II
    31.3 %     914     $ 135,915     $ 83,015           3.5 %    
 
                                     
Other Operating Joint Ventures
                                               
  1. Avalon Chrystie Place I — New York, NY (4)
    20.0 %     361     $ 135,270     $ 117,000     Variable     0.92 %   Nov 2036
  2. Avalon at Mission Bay North II — San Francisco, CA (5)
    25.0 %     313       124,009       105,000     Fixed     6.02 %   Dec 2015
  3. Avalon Del Rey — Los Angeles, CA
    30.0 %     309       70,037       45,720     Variable     3.57 %   Apr 2016
Other Development Joint Ventures
                                               
  1. Aria at Hathorne — Danvers, MA (5) (6)
    50.0 %     64       N/A       2,420     Variable     4.19 %   Jun 2010
 
                                       
Total Other Joint Ventures
            1,047     $ 329,316     $ 270,140           3.4 %    
 
                                               
 
                                       
Total Unconsolidated Investments
            5,790     $ 1,208,294     $ 789,490           4.6 %    
 
                                       
 
(1)   Represents total capitalized cost as of March 31,  2010.
 
(2)   Represents weighted average rate on outstanding debt.
 
(3)   As of March 31,  2010, these borrowings are drawn under an unsecured credit facility maturing in December  2010.
 
(4)   After the venture makes certain threshold distributions to the third-party partner, the Company generally receives 50% of all further distributions.
 
(5)   The Company has contributed land at a stepped up basis as its only capital contribution to this development. The Company is not guaranteeing the construction or acquisition loans, nor is it responsible for any costs over runs until certain thresholds are satisfied.
 
(6)   After the venture makes certain threshold distributions to the Company, the Company receives 50% of all further distributions.

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The following is a combined summary of the financial position of the entities accounted for using the equity method, as of the dates presented:
                 
    3-31-10     12-31-09  
    (unaudited)     (unaudited)  
Assets:
               
Real estate, net
  $ 1,105,589     $ 1,065,328  
Other assets
    44,279       39,502  
 
           
 
               
Total assets
  $ 1,149,868     $ 1,104,830  
 
           
Liabilities and partners’ capital:
               
Mortgage notes payable and credit facility
  $ 789,490     $ 758,487  
Other liabilities
    24,266       19,669  
Partners’ capital
    336,112       326,674  
 
           
 
               
Total liabilities and partners’ capital
  $ 1,149,868     $ 1,104,830  
 
           
The following is a combined summary of the operating results of the entities accounted for using the equity method, for the periods presented:
                 
    For the three months ended  
    (unaudited)  
    3-31-10     3-31-09  
Rental and other income
  $ 27,033     $ 25,156  
Operating and other expenses
    (13,428 )     (11,021 )
Interest expense, net
    (9,489 )     (8,778 )
Depreciation expense
    (8,981 )     (7,806 )
 
           
 
               
Net loss
  $ (4,865 )   $ (2,449 )
 
           
In conjunction with the acquisition and development of investments in unconsolidated entities, the Company incurred costs in excess of its equity in the underlying net assets of the respective investments. These costs represent $10,946 at March 31, 2010 and $11,047 at December 31, 2009 of the respective investment balances.
As part of the formation of the AvalonBay Value Added Fund, LP (“Fund I”) and the AvalonBay Value Added Fund II, LP (“Fund II”), the Company provided separate and distinct guarantees to one of the limited partners in each of the ventures. These guarantees are specific to the respective fund and any impacts or obligation of the Company to perform under one of the guarantees has no impact on the Company’s obligations with respect to the other guarantee. The guarantees provide that, if, upon final liquidation of Fund I or Fund II, the total amount of all distributions to the guaranteed partner during the life of the respective fund (whether from operating cash flow or property sales) does not equal the total capital contributions made by that partner, then the Company will pay the guaranteed partner an amount equal to the shortfall, but in no event more than 10% of the total capital contributions made by the guaranteed partner (maximum of approximately $7,500 for Fund I and approximately $1,470 for Fund II as of March 31, 2010). As of March 31, 2010, the expected realizable values of the real estate assets owned by Fund I and Fund II are considered adequate to cover such potential payments under a liquidation scenario. The estimated fair value of and the Company’s obligation under these guarantees, both at inception and as of March 31, 2010, was not significant and therefore the Company has not recorded any obligation for either of these guarantees as of March 31, 2010.
In February 2010, Fund II purchased its third community, located in Gaithersburg, Maryland. The garden-style community, renamed Avalon Rothbury, contains 203 homes and was acquired for a purchase price of $31,250 or approximately $154 per apartment home.
7. Real Estate Disposition Activities
During the three months ended March 31, 2010, the Company sold two wholly owned communities, Avalon at Danada Farms, located in Wheaton, Illinois and Avalon Knoll, located in Germantown, Maryland. In the aggregate, these two communities contain 595 apartment homes and were sold for a gross sales price of $82,950. These dispositions resulted

13


 

in a gain in accordance with GAAP of approximately $50,291. As of March 31, 2010, the Company had one community that qualified as discontinued operations and held for sale.
The operations for any real estate assets sold from January 1, 2009 through March 31, 2010 and the real estate assets that qualified as discontinued operations and held for sale as of March 31, 2010 have been presented as such in the accompanying Condensed Consolidated Financial Statements. Accordingly, certain reclassifications have been made to prior years to reflect discontinued operations consistent with current year presentation.
The following is a summary of income from discontinued operations for the periods presented:
                 
    For the three months ended  
    3-31-10     3-31-09  
Rental income
  $ 3,202     $ 9,946  
Operating and other expenses
    (1,207 )     (3,237 )
Interest expense, net
    —       (177 )
Depreciation expense
    —       (2,567 )
 
           
 
               
Income from discontinued operations
  $ 1,995     $ 3,965  
 
           
8. Segment Reporting
The Company’s reportable operating segments include Established Communities, Other Stabilized Communities, and Development/Redevelopment Communities. Annually as of January 1st, the Company determines which of its communities fall into each of these categories and maintains that classification, unless disposition plans regarding a community change, throughout the year for the purpose of reporting segment operations.
In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment.
The Company’s segment disclosures present the measure(s) used by the chief operating decision maker for purposes of assessing such segments’ performance. The Company’s chief operating decision maker is comprised of several members of its executive management team who use net operating income (“NOI”) as the primary financial measure for Established Communities and Other Stabilized Communities. NOI is defined by the Company as total revenue less direct property operating expenses. Although the Company considers NOI a useful measure of a 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 three months ended March 31, 2010 and 2009 is as follows:
                 
    For the three months ended  
    3-31-10     3-31-09  
Net income
  $ 72,366     $ 47,101  
Indirect operating expenses, net of corporate income
    7,232       8,575  
Investments and investment management expense
    1,039       916  
Expensed development and other pursuit costs
    505       1,093  
Interest expense, net
    42,541       30,130  
Gain on extinguishment of debt, net
    —       (1,062 )
General and administrative expense
    8,895       7,247  
Equity in income of unconsolidated entities
    (227 )     (3,457 )
Depreciation expense
    56,095       50,073  
Gain on sale of real estate assets
    (50,291 )     —  
Income from discontinued operations
    (1,995 )     (3,965 )
 
           
 
               
Net operating income
  $ 136,160     $ 136,651  
 
           

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The primary performance measure for communities under development or redevelopment depends on the stage of completion. While under development, management monitors actual construction costs against budgeted costs as well as lease-up pace and rent levels compared to budget.
The following table provides details of the Company’s segment information as of the dates specified. The segments are classified based on the individual community’s status as of the beginning of the given calendar year. Therefore, each year the composition of communities within each business segment is adjusted. Accordingly, the amounts between years are not directly comparable. Segment information for the three months ended March 31, 2010 and 2009 have been adjusted for the communities that were sold from January 1, 2009 through March 31, 2010, or otherwise qualify as discontinued operations as of March 31, 2010, as described in Note 7, “Real Estate Disposition Activities.”
                                 
    For the three months ended  
    Total             % NOI change     Gross  
    revenue     NOI     from prior year     real estate (1)  
For the period ended March 31, 2010
                               
 
Established
                               
New England
  $ 35,193     $ 21,643       (4.6 %)   $ 1,086,197  
Metro NY/NJ
    44,390       29,507       (3.5 %)     1,385,405  
Mid-Atlantic/Midwest
    29,391       17,546       (5.6 %)     750,566  
Pacific Northwest
    6,617       4,426       (15.0 %)     239,683  
Northern California
    29,416       20,158       (14.5 %)     1,108,224  
Southern California
    14,773       9,707       (9.9 %)     467,275  
 
                       
Total Established
    159,780       102,987       (7.6 %)     5,037,350  
 
                       
 
                               
Other Stabilized
    28,917       16,869       n/a       1,556,920  
 
                               
Development / Redevelopment
    25,041       16,304       n/a       1,429,601  
 
                               
Land Held for Future Development
    n/a       n/a       n/a       206,713  
 
                               
Non-allocated (2)
    1,849       n/a       n/a       86,403  
 
                               
 
                       
Total
  $ 215,587     $ 136,160       (0.4 %)   $ 8,316,987  
 
                       
 
                               
For the period ended March 31, 2009
                               
 
                               
Established
                               
New England
  $ 30,641     $ 19,262       (3.0 %)   $ 857,240  
Metro NY/NJ
    39,540       26,280       (3.9 %)     1,047,109  
Mid-Atlantic/Midwest
    30,529       19,155       (1.2 %)     773,828  
Pacific Northwest
    7,381       5,214       0.4 %     238,474  
Northern California
    25,857       19,429       1.5 %     855,263  
Southern California
    16,116       11,346       (5.6 %)     426,467  
 
                               
 
                       
Total Established
    150,064       100,686       (2.2 %)     4,198,381  
 
                       
 
                               
Other Stabilized
    30,995       19,811       n/a       1,420,710  
 
                               
Development / Redevelopment
    27,206       16,154       n/a       1,892,565  
 
                               
Land Held for Future Development
    n/a       n/a       n/a       248,998  
 
                               
Non-allocated (2)
    1,468       n/a       n/a       57,880  
 
                               
 
                       
Total
  $ 209,733     $ 136,651       6.0 %   $ 7,818,534  
 
                       
 
(1)   Does not include gross real estate assets held for sale of $117,443 and $325,170 as of March 31, 2010 and 2009, respectively.
 
(2)   Revenue represents third-party management, accounting and developer fees and miscellaneous income which are not allocated to a reportable segment.
9. Stock-Based Compensation Plans
Information with respect to stock options granted under the Company’s 1994 Stock Option and Incentive Plan (the “1994 Plan”) and under the AvalonBay Communities, Inc. 2009 Stock Option and Incentive Plan (the “2009 Plan”) are as follows:

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            Weighted             Weighted  
            average             average  
    2009 Plan     exercise price     1994 Plan     exercise price  
    shares     per share     shares     per share  
Options Outstanding, December 31, 2009
    —     $ —       2,836,254     $ 80.76  
Exercised
    —       —       (211,320 )     48.41  
Granted
    126,484       74.20       —       —  
Forfeited
    —       —       (11,571 )     90.74  
 
                       
Options Outstanding, March 31, 2010
    126,484     $ 74.20       2,613,363     $ 83.34  
 
                       
 
                               
Options Exercisable March 31, 2010
    —       N/A       2,256,938     $ 86.58  
 
                       
The weighted average fair value of the options granted under the 2009 Plan during the three months ended March 31, 2010 is estimated at $19.45 per share on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 5.5% over the expected life of the option, volatility of 43.00%, risk-free interest rate of 3.15% and an expected life of approximately seven years.
At March 31, 2010, the Company had 234,611 outstanding unvested shares granted under restricted stock awards. The Company issued 96,394 shares of restricted stock valued at $7,152 as part of its stock-based compensation plan during the three months ended March 31, 2010. Restricted stock vesting during the three months ended March 31, 2010 totaled 106,423 shares and had fair values at the grant date ranging from $48.60 to $147.75 per share. The total fair value of shares vested was $8,913 and $9,794 for the three months ended March 31, 2010 and 2009, respectively.
Total employee stock-based compensation cost recognized in income was $3,485, and $3,536 for the three months ended March 31, 2010 and 2009, respectively, and total capitalized stock-based compensation cost was $1,329 and $1,546 for the three months ended March 31, 2010 and 2009, respectively. At March 31, 2010, there was a total of $2,999 and $9,088 in unrecognized compensation cost for unvested stock options and unvested restricted stock, respectively, which does not include estimated forfeitures. The unrecognized compensation cost for unvested stock options and restricted stock is expected to be recognized over a weighted average period of 2.10 years and 2.70 years, respectively.
Deferred Stock Performance Plan
The total cost recognized in earnings in connection with the multi-year performance plan implemented by the Company in 2008 was $427 and $437 for the three months ended March 31, 2010 and 2009, respectively, and total capitalized stock-based compensation cost was $233 and $249 for the three months ended March 31, 2010 and 2009, respectively.
10. Related Party Arrangements
Unconsolidated Entities
The Company manages unconsolidated real estate entities for which it receives asset management, property management, development and redevelopment fee revenue. From these entities, the Company received fees of $1,849 and $1,468 in the three months ended March 31, 2010 and 2009, respectively. These fees are included in management, development and other fees on the accompanying Condensed Consolidated Statements of Operations and Other Comprehensive Income. In addition, the Company has outstanding receivables associated with its management role of $3,803 and $2,125 as of March 31, 2010 and 2009, respectively.
Director Compensation
The Company recorded non-employee director compensation expense relating to the restricted stock grants and deferred stock awards in the amount of $219 for three months ended March 31, 2010 as a component of general and administrative expense. Deferred compensation relating to these restricted stock grants and deferred stock awards was $146 and $365 on March 31, 2010 and December 31, 2009, respectively.

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11. Fair Value
Financial Instruments Carried at Fair Value
Derivative Financial Instruments
Currently, the Company uses interest rate swap and interest rate cap agreements to manage its interest rate risk. These instruments are carried at fair value in the Company’s financial statements. See Note 5, “Derivative Instruments and Hedging Activities,” for derivative values at March 31, 2010 and a description of where these amounts are recorded in the financial statements. In adjusting the fair value of its derivative contracts for the effect of counterparty nonperformance risk, the Company has considered the impact of its net position with a given counterparty, as well as any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by itself and its counterparties. As of March 31, 2010, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined it is not significant. As a result, the Company has determined that its derivative valuations are classified in Level 2 of the fair value hierarchy.
Redeemable Noncontrolling Interests
  •   Puts – The Company provided redemption options (the “Puts”) that allow two of the Company’s joint venture partners to require the Company to purchase their interests in the investments at the future fair market value. One Put is payable in cash or, at the Company’s option, common stock of the Company, and the second is payable in cash. The Company determines the fair value of the Puts based on unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The Company applies discount factors to the estimated future cash flows of the asset underlying the associated joint venture, which in the case of the Puts is the NOI from an apartment community, as well as potential disposition proceeds utilizing market capitalization rates, to derive the fair value of the position. Given the significance of the unobservable inputs, the valuations are classified in Level 3 of the fair value hierarchy. At December 31, 2009, the Puts’ aggregate fair value was $4,101. At March 31, 2010, the aggregate fair value of the Puts was $4,963.
  •   DownREIT units – The Company issued units of limited partnership interest in DownREITs which provide the DownREIT limited partners the ability to present all or some of their units for redemption for a cash amount as determined by the applicable partnership agreement. Under the DownREIT agreements, for each limited partnership unit, the limited partner is entitled to receive cash in the amount equal to the fair value of the Company’s common stock on or about the date of redemption. In lieu of cash redemption, the Company may elect to exchange such units for an equal number of shares in the Company’s common stock. The limited partnership units in DownREITs are valued using the market price of the Company’s common stock, a Level 1 price under the fair value hierarchy. At December 31, 2009, the fair value of the DownREIT units was $1,260. At March 31, 2010, the fair value of the DownREIT units was $1,326.
Financial Instruments Not Carried at Fair Value
Cash and Cash Equivalents
Cash and cash equivalent balances are held with various financial institutions within principal protected accounts. The Company monitors credit ratings of these financial institutions and the concentration of cash and cash equivalent balances with any one financial institution and believes the likelihood of realizing material losses related to cash and cash equivalent balances is remote. Cash and cash equivalents are carried at their face amounts, which reasonably approximate their fair values.
Other Financial Instruments
Rents receivable, accounts and construction payable and accrued expenses and other liabilities are carried at their face amounts, which reasonably approximate their fair values.

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The Company values its bond indebtedness, notes payable and outstanding amounts under the Credit Facility using a discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the instrument, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The process also considers credit valuation adjustments to appropriately reflect the Company’s nonperformance risk. The Company has concluded that the value of its bond indebtedness and notes payable are Level 2 prices as the majority of the inputs used to value its positions fall within Level 2 of the fair value hierarchy. Bond indebtedness, notes payable and outstanding amounts under the Credit Facility (as applicable) with an aggregate outstanding par amount of approximately $3,950,855 and $3,977,320 had an estimated aggregate fair value of $4,039,536 and $4,052,817 at March 31, 2010 and December 31, 2009, respectively.
12. Subsequent Events
The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion.
In April 2010, the Company sold one community, Avalon on the Sound, located in New Rochelle, New York. Avalon on the Sound contains 412 apartment homes and was sold for $107,500. The Company estimates that it will record a GAAP gain of approximately $19,500 related to this disposition.
In April 2010, the Company settled a lawsuit relating to the Company’s former Avalon Wynhaven community, which was sold in 2008. In conjunction with the settlement the Company made a payment to the homeowners association and an indemnification payment to the buyer of Avalon Wynhaven, of approximately $1,350. The Company previously had deferred recognition of $3,272 from the gain in disposition related to these costs, and will recognize the remainder of the deferred gain in the second quarter of 2010.
In April 2010, the Company sold an additional 271,700 shares under its CEP at an average sales price of $92.00 per share, for net proceeds of $24,620.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business and results of operations. This MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this report. This report, including the following MD&A, contains forward-looking statements regarding future events or trends as described more fully under “Forward-Looking Statements” included in this report. Actual results or developments could differ materially from those projected in such statements as a result of the factors described under “Forward-Looking Statements” below and the risk factors described in Item 1a, “Risk Factors,” of our Form 10-K for the year ended December 31, 2009 (our “Form 10-K”).
All capitalized terms have the meaning as provided elsewhere in this Form 10-Q.
Executive Overview
Business Description
We are primarily engaged in developing, acquiring, owning and operating apartment communities in high barrier to entry markets of the United States. We believe that apartment communities are an attractive long-term investment opportunity compared to other real estate investments, because a broad potential resident base should help reduce demand volatility over a real estate cycle. However, throughout the real estate cycle, apartment market fundamentals, and therefore operating cash flows, are affected by overall economic conditions. We seek to create long-term shareholder value by accessing capital on cost effective terms; deploying that capital to develop, redevelop and acquire apartment communities in high barrier to entry markets; operating apartment communities; and selling communities when they no longer meet our long-term investment strategy or when pricing is attractive. Barriers to entry in our markets generally include a difficult and lengthy entitlement process with local jurisdictions and dense urban or suburban areas where zoned and entitled land is in limited supply.
We regularly evaluate the allocation of our investments by the amount of invested capital and by product type within our individual markets, which are located in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Midwest, the Pacific Northwest, and the Northern and Southern California regions of the United States. Our strategy is to be leaders in market research and capital allocation, delivering a range of multifamily offerings tailored to serve the needs of the most attractive customer segments in the best-performing submarkets of the United States. Our communities are predominately upscale, which generally command among the highest rents in their markets. However, we also pursue the ownership and operation of apartment communities that target a variety of customer segments and price points, consistent with our goal of offering a broad range of products and services.
First Quarter 2010 Highlights
  •   Net income attributable to common stockholders for the quarter ended March 31, 2010 was $72,523,000, as compared to $47,425,000 for the quarter ended March 31, 2009, an increase of 52.9%. The increase is attributable to gains on asset sales in the first quarter 2010 with no comparable activity in 2009.
 
  •   Our Established Community portfolio experienced a 7.6% decrease in NOI over the comparable period of 2009, comprised of a 4.2% decrease in rental revenue and an increase in operating expenses of 2.8%. Sequential rental revenue declined by 0.3% as compared to the fourth quarter 2009.
Financial Outlook
While both year over year and sequential revenue declined, the decline was at a lesser rate than anticipated in our financial outlook provided in February 2010. Our results reflect the improving economic conditions, primarily in the form of higher occupancy levels and lower turnover, supporting our current expectations of moderate sequential rental rate growth beginning in the second quarter of 2010.

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Capital activity during the first quarter of 2010 consisted of early debt retirement and the issuance of equity. We repaid two fixed rate secured notes with an aggregate principal balance of $25,187,000 and a weighted average coupon of 6.7% in advance of their scheduled maturities in 2012 and 2025. We accessed the capital markets by issuing equity under our CEP, from which we raised $98,490,000 year to date through April 30, 2010. In addition, through April 30, 2010 we have sold three communities for an aggregate gross sales price of $190,450,000. We used the proceeds received to fund our development and redevelopment activities, to acquire an indirect interest in assets through Fund II, and to repay higher cost secured debt, while retaining substantial cash balances for general corporate purposes. We believe that our capital structure will continue to provide financial flexibility to access capital on attractive terms.
We currently have seven communities under construction with a total projected capitalized cost of approximately $843,500,000. As of March 31, 2010, approximately $614,880,000 of the capital for this development has been invested, with $228,620,000 remaining to be invested. We have obtained $59,400,000 of this required funding through financing from third-party tax-exempt and taxable debt. Our combined development under way and in planning remained largely consistent with year end 2009 amounts, and was $3,100,500,000 at March 31, 2010. During the first quarter of 2010 we completed the development of one community for a total capitalized cost of $77,400,000 and commenced the development of one community, which we expect to be completed for a total capitalized cost of $110,700,000. Relative to 2009, we expect to increase our current level of development activity in 2010 and expect to deliver assets into the market in 2011 and 2012 when a composite of third-party economic forecasts expect apartment fundamentals to be more favorable.
At March 31, 2010, there were seven communities under redevelopment, with an expected investment of approximately $118,400,000, excluding costs incurred prior to the start of redevelopment, with $36,873,000 remaining to be invested. We also expect to increase our current level of redevelopment activity through the end of 2010, taking the opportunity to reinvest and reposition our assets to meet the needs of our residents and ensure that our assets are positioned to outperform when the economy fully recovers.
During the remainder of 2010, we expect to disburse approximately $167,322,000 related to the seven communities currently under development. We expect approximately $42,400,000 of the projected 2010 disbursements will be funded from cash in escrow related to previously sourced tax-exempt and taxable debt. We expect to meet our liquidity needs from the issuance of corporate securities (which could include unsecured debt and/or common and preferred equity) and secured debt, as well as from disposition proceeds, joint ventures or from retained cash. We believe that our current level of indebtedness, our current ability to service interest and other fixed charges and our current limited use of financial encumbrances (such as secured financing) will provide adequate access to the capital necessary to fund our development and redevelopment activities for the balance of 2010. See the discussion under Liquidity and Capital Resources.
While we continue to grow principally through our demonstrated core competency of developing wholly owned assets, we also acquire interests in additional assets, primarily through our investment in two private discretionary investment funds.
Fund I is a discretionary investment fund with nine institutional investors, including us. One of our wholly owned subsidiaries is the general partner of Fund I and has invested approximately $50,000,000 in Fund I, representing a 15.2% combined general partner and limited partner equity interest. Fund I was our principal vehicle for acquiring apartment communities through the close of its investment period in March 2008. Subsidiaries of Fund I have 21 loans secured by individual assets with amounts outstanding in the aggregate of $436,335,000 with varying maturity dates (or dates after which the loans can be prepaid without penalty), ranging from October 2011 to September 2016. These mortgage loans are secured by the underlying real estate.
Fund II is a second discretionary investment fund with six institutional investors, including us. One of our wholly owned subsidiaries is the general partner of Fund II with total equity commitments of $125,000,000. Fund II can employ leverage of up to 65%, allowing for a total investment capacity of approximately $1,100,000,000, and has a term that expires in August 2018, plus two one-year extension options. Fund II now serves as the exclusive vehicle through which we will acquire investment interests in apartment communities until August 2011 or, if earlier, until 90% of the committed capital of Fund II is invested, subject to limited exceptions. Fund II will not include or involve our development activities. We will receive, in addition to any returns on our invested equity, asset

20


 

management fees, property management fees and redevelopment fees. We will also receive a promoted interest if certain return thresholds are met.
In February 2010, Fund II purchased its third community, located in Gaithersburg, Maryland. The garden-style community, renamed Avalon Rothbury, contains 203 homes and was acquired for a purchase price of $31,250,000 or approximately $154,000 per apartment home.
Communities Overview
Our real estate investments consist primarily of current operating apartment communities, communities in various stages of development (“Development Communities”) and Development Rights as defined below. Our current operating communities are further distinguished as Established Communities, Other Stabilized Communities, Lease-Up Communities and Redevelopment Communities. The following is a description of each category:
      Current Communities are categorized as Established, Other Stabilized, Lease-Up, or Redevelopment according to the following attributes:
  •   Established Communities (also known as Same Store Communities) are consolidated communities where a comparison of operating results from the prior year to the current year is meaningful, as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year. For the period ended March 31, 2010, the Established Communities are communities that are consolidated for financial reporting purposes, had stabilized occupancy and operating expenses as of January 1, 2009, are not conducting or planning to conduct substantial redevelopment activities and are not held for sale or planned for disposition within the current year. A community is considered to have stabilized occupancy at the earlier of (i) attainment of 95% physical occupancy or (ii) the one-year anniversary of completion of development or redevelopment.
 
  •   Other Stabilized Communities are all other completed communities that we own or have a direct or indirect ownership interest in, and that have stabilized occupancy, as defined above. Other Stabilized Communities do not include communities that are conducting or planning to conduct substantial redevelopment activities within the current year.
 
  •   Lease-Up Communities are communities where construction has been complete for less than one year and where physical occupancy has not reached 95%.
 
  •   Redevelopment Communities are communities where substantial redevelopment is in progress or is planned to begin during the current year. Redevelopment is considered substantial when capital invested during the reconstruction effort is expected to exceed either $5,000,000 or 10% of the community’s pre-redevelopment basis.
      Development Communities are communities that are under construction and for which a certificate of occupancy has not been received. These communities may be partially complete and operating.
 
      Development Rights are development opportunities in the early phase of the development process for which we either have an option to acquire land or enter into a leasehold interest, for which we are the buyer under a long-term conditional contract to purchase land or where we own land to develop a new community. We capitalize related pre-development costs incurred in pursuit of new developments for which we currently believe future development is probable.

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In the first quarter of 2010, we moved our corporate headquarters to Arlington, Virginia. The new office space is leased under a ten-year operating lease for approximately 50,744 square feet of office space. In addition, we currently own approximately 60,000 square feet of office space in Alexandria, Virginia, which formerly served as our corporate office. We are exploring alternatives to lease or sell the office space in Alexandria, Virginia. All other regional and administrative offices are leased under operating leases.
As of March 31, 2010, communities that we owned or held a direct or indirect interest in were classified as follows:
                 
    Number of   Number of
    communities   apartment homes
Current Communities
               
 
               
Established Communities:
               
New England
    25       6,442  
Metro NY/NJ
    21       6,908  
Mid-Atlantic/Midwest
    15       5,944  
Pacific Northwest
    8       1,943  
Northern California
    20       5,975  
Southern California
    12       3,460  
 
               
Total Established
    101       30,672  
 
               
 
               
Other Stabilized Communities:
               
New England
    10       2,414  
Metro NY/NJ
    9       2,428  
Mid-Atlantic/Midwest
    12       3,368  
Pacific Northwest
    4       1,021  
Northern California
    8       2,145  
Southern California
    11       2,188  
 
               
Total Other Stabilized
    54       13,564  
 
               
 
               
Lease-Up Communities
    3       962  
 
               
Redevelopment Communities
    7       2,615  
 
               
 
Total Current Communities
    165       47,813  
 
               
 
               
Development Communities
    7       2,509  
 
               
 
               
Development Rights
    29       7,361  
 
               

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Results of Operations
Our year-over-year operating performance is primarily affected by both overall and individual geographic market conditions and apartment fundamentals and is reflected in changes in NOI of our Established Communities; NOI derived from acquisitions and development completions; the loss of NOI related to disposed communities; and capital market and financing activity. A comparison of our operating results for the three months ended March 31, 2010 and 2009 follows (dollars in thousands):
                                 
    For the three months ended  
    3-31-10     3-31-09     $ Change     % Change  
Revenue:
                               
Rental and other income
  $ 213,738     $ 208,265     $ 5,473       2.6 %
Management, development and other fees
    1,849       1,468       381       26.0 %
 
                       
Total revenue
    215,587       209,733       5,854       2.8 %
 
                       
 
                               
Expenses:
                               
Direct property operating expenses, excluding property taxes
    54,433       50,728       3,705       7.3 %
Property taxes
    23,172       20,886       2,286       10.9 %
 
                       
Total community operating expenses
    77,605       71,614       5,991       8.4 %
 
                       
 
                               
Corporate-level property management and other indirect operating expenses
    9,054       10,043       (989 )     (9.8 %)
Investments and investment management expense
    1,039       916       123       13.4 %
Expensed development and other pursuit costs
    505       1,093       (588 )     (53.8 %)
Interest expense, net
    42,541       30,130       12,411       41.2 %
Gain on extinguishment of debt, net
    —       (1,062 )     1,062       n/a  
Depreciation expense
    56,095       50,073       6,022       12.0 %
General and administrative expense
    8,895       7,247       1,648       22.7 %
 
                       
Total other expenses
    118,129       98,440       19,689       20.0 %
 
                       
 
                               
Equity in income of unconsolidated entities
    227       3,457       (3,230 )     (93.4 %)
 
                       
 
                               
Income from continuing operations
    20,080       43,136       (23,056 )     (53.4 %)
 
                               
Discontinued operations:
                               
Income from discontinued operations
    1,995       3,965       (1,970 )     (49.7 %)
Gain on sale of communities
    50,291       —       50,291       n/a  
 
                       
Total discontinued operations
    52,286       3,965       48,321       1,218.7 %
 
                       
 
                               
Net income
    72,366       47,101       25,265       53.6 %
Net loss attributable to redeemable noncontrolling interests
    157       324       (167 )     (51.5 %)
 
                       
Net income attributable to common stockholders
  $ 72,523     $ 47,425     $ 25,098       52.9 %
 
                       
Net income attributable to common stockholders increased $25,098,000 or 52.9%, to $72,523,000 for the three months ended March 31, 2010 due primarily to gains from communities sold in first quarter 2010 with no comparable activity in 2009, partially offset by increases in interest expense, net and depreciation expense in the first quarter of 2010 over the prior year period.
NOI is considered by management to be an important and appropriate supplemental performance measure to net income because it helps both investors and management to understand the core operations of a community or communities prior to the allocation of any corporate-level or financing-related costs. NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual assets or groups of assets. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead by acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets. We define NOI as total property revenue less direct property operating expenses, including property taxes.
NOI does not represent cash generated from operating activities in accordance with GAAP. Therefore, NOI should not be considered an alternative to net income as an indication of our performance. NOI should also not be considered an alternative to net cash flow from operating activities, as determined by GAAP, as a measure of

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liquidity, nor is NOI necessarily indicative of cash available to fund cash needs. Reconciliations of NOI for the three months ended March 31, 2010 and 2009 to net income for each period, are as follows (dollars in thousands):
                 
    For the three months ended  
    3-31-10     3-31-09  
Net income
  $ 72,366     $ 47,101  
Indirect operating expenses, net of corporate income
    7,232       8,575  
Investments and investment management expense
    1,039       916  
Expensed development and other pursuit costs
    505       1,093  
Interest expense, net
    42,541       30,130  
Gain on extinguishment of debt, net
    —       (1,062 )
General and administrative expense
    8,895       7,247  
Equity in income of unconsolidated entities
    (227 )     (3,457 )
Depreciation expense
    56,095       50,073  
Gain on sale of real estate assets
    (50,291 )     —  
Income from discontinued operations
    (1,995 )     (3,965 )
 
           
Net operating income
  $ 136,160     $ 136,651  
 
           
The NOI changes for the three months ended March 31, 2010, as compared to the prior year period, consist of changes in the following categories (dollars in thousands):
         
Established Communities
  $ (8,414 )
 
       
Other Stabilized Communities
    9,028  
 
       
Development and Redevelopment Communities
    (1,105 )
 
     
 
       
Total
  $ (491 )
 
     
The NOI decrease in Established Communities in the first quarter of 2010 as compared to the prior year period was largely due to rental revenue declines, coupled with increases in community operating expenses. For the balance of 2010, we anticipate continued improvement in rental rates and expect sequential rental rate growth and strong occupancy levels.
Rental and other income increased in the three months ended March 31, 2010 as compared to the prior year period due to additional rental income generated from newly developed communities and increased occupancy in our Established Communities, offset somewhat by decreased rental rates for our Established Communities.
      Overall Portfolio – The weighted average number of occupied apartment homes increased to 39,777 apartment homes for the three months ended March 31, 2010 as compared to 38,941 homes for the prior year period. This increase is primarily due to homes available from newly developed communities and increased occupancy levels, offset partially by communities sold during 2009 and 2010. The weighted average monthly revenue per occupied apartment home decreased to $1,790 for the three months ended March 31, 2010 as compared to $1,867 in the prior year period.
 
      Established Communities – Rental revenue decreased $6,926,000, or 4.2%, for the three months ended March 31, 2010 from the prior year period. The decrease is due to lower rental rates, offset by an increase in the average economic occupancy of 1.0% to 96.2%. Economic occupancy takes into account the fact that apartment homes of different sizes and locations within a community have different economic impacts on a community’s gross revenue. Economic occupancy is defined as gross potential revenue less vacancy loss, as a percentage of gross potential revenue. Gross potential revenue is determined by valuing occupied homes at leased rates and vacant homes at market rents. For the three months ended March 31, 2010, the weighted average monthly revenue per occupied apartment home decreased 5.2% to $1,804 compared to $1,902 in the prior year period.

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Consistent with our expectations for 2010, we experienced decreases in Established Communities’ rental revenue in all six of our regions for the three months ended March 31, 2010 as compared to the prior year period, although these decreases were less than anticipated. Information regarding rental revenue for each of our six regions is discussed in more detail below.
      The Metro New York/New Jersey region, which accounted for approximately 28% of Established Community rental revenue for the three months ended March 31, 2010, experienced a decrease in rental revenue of 2.8% as compared to the prior year period. Average rental rates decreased 4.2% to $2,217, and economic occupancy increased 1.4% to 96.4% for the three months ended March 31, 2010. During 2009, weak economic conditions in both New York City and surrounding suburban markets drove rental rates lower during the second half of 2009. We expect operating conditions to improve in New York this year, driven by fewer than anticipated job cutbacks last year among financial service firms and a quicker than expected turnaround in earnings at major financial institutions.
 
      The New England region accounted for approximately 22% of the Established Community rental revenue for the three months ended March 31, 2010 and experienced a rental revenue decrease of 1.8% over the prior year period. Average rental rates decreased 3.1% to $1,899 and economic occupancy increased 1.3% to 95.9% for the three months ended March 31, 2010, as compared to the prior year period. There is a growing belief among the composite of third-party economic forecasts that Boston’s diversified economy with exposure to stable industries such as education and healthcare should help the region emerge from the recession ahead of most markets, aided by growing demand for technology products and services. Fairfield-New Haven should benefit from the improvement in New York’s financial sector, attracting additional business migration.
 
      The Mid-Atlantic/Midwest region, which represented approximately 18% of Established Community rental revenue for the three months ended March 31, 2010, experienced a decrease in rental revenue of 1.1% over the prior year period. Average rental rates decreased by 0.9% to $1,713, while economic occupancy decreased 0.2% to 96.2% for the three months ended March 31, 2010 as compared to the prior year period. Apartment demand in this region continues to benefit from the impact of increased government spending and government services employment, which has served to stabilize the economy relative to other regions. Pockets of supply, while being absorbed, have muted potential rent growth.
 
      Northern California accounted for approximately 19% of the Established Community rental revenue for the three months ended March 31, 2010 and experienced a rental revenue decrease of 9.1% over the prior year period. Average rental rates decreased 9.6% to $1,701 and economic occupancy increased 0.5% to 96.5% for the three months ended March 31, 2010 as compared to the prior year period. The region’s employment base, with its above-average exposure to high technology industries, can result in greater volatility in rental revenue changes relative to other regions.
 
      Southern California accounted for approximately 9% of the Established Community rental revenue for the three months ended March 31, 2010 and experienced a rental revenue decrease of 6.1% over the prior year period. Average rental rates decreased 8.1% to $1,485, and economic occupancy increased 2.0% to 95.8% for the three months ended March 31, 2010.
 
      The Pacific Northwest region accounted for approximately 4% of the Established Community rental revenue for the three months ended March 31, 2010 and experienced a rental revenue decrease of 10.4% over the prior year period. Average rental rates decreased 11.4% to $1,187 and economic occupancy increased by 1.0% to 95.5% for the three months ended March 31, 2010. The Pacific Northwest also has a large presence of technology based employment, a contributing factor to the greater degree of volatility in rental rates. Despite our expectations for a recovery in job growth ahead of other markets, we believe a recovery in apartment fundamentals in the Pacific Northwest is likely to lag our other regions given an increased level of supply in certain submarkets.
In accordance with GAAP, cash concessions are amortized as an offset to rental revenue over the approximate lease term, which is generally one year. As a supplemental measure, we also present rental revenue with concessions

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stated on a cash basis to help investors evaluate the impact of both current and historical concessions on GAAP based rental revenue and to more readily enable comparisons to revenue as reported by other companies. Rental revenue with concessions stated on a cash basis also allows investors to understand historical trends in cash concessions, as well as current rental market conditions.
The following table reconciles total rental revenue in conformity with GAAP to total rental revenue adjusted to state concessions on a cash basis for our Established Communities for the three months ended March 31, 2010 and 2009 (dollars in thousands).
                 
    For the three months ended  
    3-31-10     3-31-09  
Rental revenue (GAAP basis)
  $ 159,640     $ 166,566  
Concessions amortized
    1,600       2,908  
Concessions granted
    (594 )     (2,207 )
 
           
 
               
Rental revenue adjusted to state concessions on a cash basis
  $ 160,646     $ 167,267  
 
           
 
               
Year-over-year % change — GAAP revenue
            (4.2 %)
 
               
Year-over-year % change — cash concession based revenue
            (4.0 %)
Management, development and other fees increased $381,000, or 26.0%, for the three months ended March 31, 2010 over the prior year period. The increase was due primarily to increased asset and property management fees from Fund II.
Direct property operating expenses, excluding property taxes increased $3,705,000, or 7.3% for the three months ended March 31, 2010 as compared to the prior year period, primarily due to the addition of recently developed apartment homes coupled with increased administrative expense due primarily to increases in bad debt expense.
For Established Communities, direct property operating expenses, excluding property taxes, increased $1,148,000, or 3.0% to $39,405,000 for the three months ended March 31, 2010 as compared to the prior year period, due primarily to the adverse impact of severe winter weather (snow removal), increased community maintenance related costs as well as administrative costs, offset partially by a decrease in insurance and utility related expenses. The increases in administrative expense are primarily due to increased bad debt.
Property taxes increased $2,286,000, or 10.9% for the three months ended March 31, 2010, due to the addition of newly developed and redeveloped apartment homes and overall higher assessments. Property tax increases are also impacted by the size and timing of successful tax appeals.
For Established Communities, property taxes increased by $401,000, or 2.4% for the three months ended March 31, 2010 over the prior year period, due to higher assessments throughout all regions. The impact of the economic recession has not been reflected in current assessments, as there is typically a time lag between a change in the economy affecting property valuations and updated real estate tax assessments. We expect property taxes for the balance of 2010 to continue to increase over 2009 due primarily to higher tax rates, without the benefit of lower assessed values. For communities in California, property tax changes are determined by the change in the California Consumer Price Index, with increases limited by law (Proposition 13). We evaluate property tax increases internally, and also engage third-party consultants to assist in our evaluations. We appeal property tax increases when appropriate.
Corporate-level property management and other indirect operating expenses decreased by $989,000, or 9.8% for the three months ended March 31, 2010 over the prior year period. The decrease is due primarily to decreases in compensation costs, coupled with the timing of costs related to corporate initiatives.
Expensed development and other pursuit costs primarily reflect the costs incurred for abandoned pursuit costs, which include costs incurred for development pursuits not yet considered probable for development, as well as the

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abandonment of Development Rights and disposition pursuits. Expensed development and other pursuit costs decreased during the three months ended March 31, 2010 as compared to the prior year period due to decreases in abandoned development pursuits. These costs can be volatile, particularly in periods of economic downturn or when there is limited access to capital, and the costs may vary significantly from period to period.
Interest expense, net increased $12,411,000, or 41.2% for the three months ended March 31, 2010 over the prior year period. This category includes interest expense offset by interest capitalized, and interest income. The increase during the three months ended March 31, 2010 is due primarily to interest expense from additional secured debt outstanding, as well as a decrease in the amount of interest capitalized in 2010 as compared to the prior year, offset partially by a decrease in interest expense from lower amounts of unsecured notes in 2010 as compared to 2009.
Gain on the extinguishment of debt, net reflects the impact of our debt repurchase activity for payments above or below the carrying basis. The net gain in the first quarter 2009 is due to the gain recognized from our January 2009 tender offer.
Depreciation expense increased $6,022,000 or 12.0% in the three months ended March 31, 2010 primarily due to the net increase in assets from the completion of development and redevelopment activities.
General and administrative expense (“G&A”) increased $1,648,000, or 22.7% for the three months ended March 31, 2010 as compared to the prior year period. The increase is due primarily to the savings on taxes related to a taxable REIT subsidiary realized in 2009, which were not present in 2010, coupled with current year costs associated with corporate initiatives.
Equity in income of unconsolidated entities for the three months ended March 31, 2010 decreased $3,230,000 or 93.4% from the prior year period due primarily to the recognition of our promoted interest in the joint venture that owns Avalon Chrystie Place in 2009.
Income from discontinued operations represents the net income generated by communities sold or qualifying as discontinued operations during the period from January 1, 2009 through March 31, 2010. This income decreased for the three months ended March 31, 2010 due to communities disposed from April 1, 2009 through March 31, 2010.
Gain on sale of communities increased for the three months ended March 31, 2010 as compared to the prior year period as a result of dispositions in the first quarter 2010 with no comparable activity in the first quarter 2009. The amount of gain realized upon disposition of a community depends on many factors, including the number of communities sold, the size and carrying value of those communities and the market conditions in the local area.
Funds from Operations Attributable to Common Stockholders (“FFO”)
FFO is considered by management to be an appropriate supplemental measure of our operating and financial performance. In calculating FFO, we exclude gains or losses related to dispositions of previously depreciated property and exclude real estate depreciation, which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates. FFO can help one compare the operating performance of a real estate company between periods or as compared to different companies. We believe that in order to understand our operating results, FFO should be examined with net income as presented in our Condensed Consolidated Financial Statements included elsewhere in this report.
Consistent with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trustsâ (“NAREIT”), we calculate FFO as net income or loss computed in accordance with GAAP, adjusted for:
  •   gains or losses on sales of previously depreciated operating communities;
 
  •   extraordinary gains or losses (as defined by GAAP);
 
  •   depreciation of real estate assets; and

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  •   adjustments for unconsolidated partnerships and joint ventures.
FFO does not represent net income attributable to common stockholders of the Company in accordance with GAAP, and therefore it should not be considered an alternative to net income, which remains the primary measure of performance. In addition, FFO as calculated by other REITs may not be comparable to our calculation of FFO.
The following is a reconciliation of net income attributable to the Company to FFO (dollars in thousands, except per share data):
                 
    For the three months ended  
    3-31-10     3-31-09  
Net income attributable to common stockholders
  $ 72,523     $ 47,425  
Depreciation — real estate assets, including discontinued operations and joint venture adjustments
    57,011       53,525  
Distributions to noncontrolling interests, including discontinued operations
    14       25  
Gain on sale of operating communities
    (50,291 )     —  
 
           
 
               
FFO attributable to common stockholders
  $ 79,257     $ 100,975  
 
           
 
               
Weighted average common shares outstanding — diluted
    82,310,670       79,792,281  
EPS per common share — diluted
  $ 0.88     $ 0.59  
 
           
FFO per common share — diluted
  $ 0.96     $ 1.27  
 
           
FFO also does not represent cash generated from operating activities in accordance with GAAP, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by GAAP, as a measure of liquidity. Additionally, it is not necessarily indicative of cash available to fund cash needs.
A presentation of GAAP based cash flow metrics is as follows (dollars in thousands) and a discussion of “Liquidity and Capital Resources” can be found later in this report.
                 
    For the three months ended  
    3-31-10     3-31-09  
Net cash provided by operating activities
  $ 68,883     $ 90,821  
 
           
Net cash used in investing activities
  $ (36,043 )   $ (129,681 )
 
           
Net cash (used in) provided by financing activities
  $ (15,234 )   $ 63,489  
 
           
Liquidity and Capital Resources
We believe our principal short-term liquidity needs are to fund:
  •   development and redevelopment activity in which we are currently engaged;
 
  •   the minimum dividend payments on our common stock required to maintain our REIT qualification under the Code;
 
  •   debt service and principal payments either at maturity or opportunistic pre-payments;
 
  •   normal recurring operating expenses;
 
  •   DownREIT partnership unit distributions; and
 
  •   capital calls for Fund II, as required.
Factors affecting our liquidity and capital resources are our cash flows from operations, financing activities and investing activities (including dispositions) as well as general economic and market conditions. Operating cash flow has historically been determined by: (i) the number of apartment homes currently owned, (ii) rental rates, (iii) occupancy levels and (iv) operating expenses with respect to apartment homes. The timing and type of capital markets activity in which we engage, as well as our plans for development, redevelopment, acquisition and disposition activity, are affected by changes in the capital markets environment, such as changes in interest rates or

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the availability of cost-effective capital. We regularly review our liquidity needs, the adequacy of cash flows from operations and other expected liquidity sources to meet these needs.
During the first quarter of 2010 we saw the continued availability of capital on cost effective terms. We accessed the capital markets exclusively through the CEP, raising $73,870,000. We also sold two apartment communities providing net proceeds of $81,335,000. In 2010, we expect to meet all of our liquidity needs from a variety of internal and external sources, which may include cash balances on hand, borrowing capacity under our Credit Facility (as defined below), secured financings, the CEP, and other public or private sources of liquidity as discussed below, as well as our operating activities. Our ability to obtain additional financing will depend on a variety of factors such as market conditions, the general availability of credit, the overall availability of credit to the real estate industry, our credit ratings and credit capacity, as well as the perception of lenders regarding our long or short-term financial prospects. At March 31, 2010, we have unrestricted cash, cash equivalents and cash in escrow of $330,633,000 available for both current liquidity needs as well as development activities, of which $93,440,000 relates to a Development Right for which we have not begun construction.
Unrestricted cash and cash equivalents totaled $123,297,000 at March 31, 2010, an increase of $17,606,000 from $105,691,000 at December 31, 2009. The following discussion relates to changes in cash due to operating, investing and financing activities, which are presented in our Condensed Consolidated Statements of Cash Flows included elsewhere in this report.
      Operating Activities – Net cash provided by operating activities decreased to $68,883,000 for the three months ended March 31, 2010 from $90,821,000 for the three months ended March 31, 2009. The change was driven primarily by the increase in interest costs and timing of corporate payables.
 
      Investing Activities – Net cash used in investing activities of $36,043,000 for the three months ended March 31, 2010 related to investments in assets through development and redevelopment. During the three months ended March 31, 2010, we invested $120,438,000 in the development of the following real estate and capital expenditures:
  •   We invested approximately $118,604,000 in the development of communities.
 
  •   We had capital expenditures of $1,834,000 for real estate and non-real estate assets.
      These amounts are partially offset by the proceeds from the disposition of real estate of $81,335,000.
 
      Financing Activities – Net cash used in financing activities totaled $15,234,000 for the three months ended March 31, 2010. The net cash used is due primarily to the payment of cash dividends in the amount of $72,603,000, and the repayment of secured notes of $26,465,000. These amounts were partially offset by $83,896,000 received from the issuance of common stock, primarily through the CEP we initiated in August 2009.
Variable Rate Unsecured Credit Facility
We currently have a $1,000,000,000 revolving variable rate Credit Facility with a syndicate of commercial banks that expires in November 2011 (assuming our exercise of a one-year renewal option). We pay an annual facility fee of approximately $1,250,000. The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate (“LIBOR”), our credit rating and on a maturity schedule selected by us. The current stated pricing is LIBOR plus 0.40% per annum (0.75% on April 30, 2010). We had no outstanding balance under this competitive bid option at April 30, 2010. At April 30, 2010, there were no amounts outstanding on the Credit Facility, $57,551,000 was used to provide letters of credit, and $942,449,000 was available for borrowing under the Credit Facility.
Financial Covenants
We are subject to financial and other covenants contained in the Credit Facility and the indenture under which our unsecured notes were issued. The financial covenants include the following:

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  •   limitations on the amount of total and secured debt in relation to our overall capital structure;
 
  •   limitation on the amount of our unsecured debt relative to the undepreciated basis of real estate assets that are not encumbered by property-specific financing; and
 
  •   minimum levels of debt service coverage.
We were in compliance with these covenants at March 31, 2010.
In addition, our secured borrowings may include yield maintenance, defeasance, or prepayment penalty provisions, which would result in us incurring an additional charge in the event of a full or partial prepayment of outstanding principal before the scheduled maturity. These provisions in our secured borrowings are generally consistent with other similar types of debt instruments issued during the same time period in which our borrowings were secured.
Continuous Equity Offering Program
In August 2009, we commenced the CEP, under which we may sell up to $400,000,000 of our common stock. During the three months ended March 31, 2010 we sold 891,685 shares under this program at an average sales price of $84.10 per share, for net proceeds of $73,870,000. From its inception in August 2009, through April 30, 2010, we have sold 2,668,286 shares at an average price of $76.70 per share and net proceeds of $201,599,000.
New U.S. Income Tax Legislation
Recently-enacted U.S. federal income tax legislation imposes withholding taxes on certain types of payments made after December 31, 2012 to foreign financial institutions and certain other non-U.S. entities. The withholding tax of 30% would apply to dividends and the gross proceeds of a disposition of our common stock paid to certain foreign entities unless various information reporting requirements are satisfied. For these purposes, a foreign financial institution generally is defined as any non-U.S. entity that (i) accepts deposits in the ordinary course of a banking or similar business, (ii) is engaged in the business of holding financial assets for the account of others, or (iii) is engaged or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, or any interest in such assets. Prospective investors are encouraged to consult their tax advisors regarding the implications of this legislation on their investment in our common stock, as well as the status of any related federal regulations and any other legislative proposals that may pertain to ownership and disposition of our common stock.
Future Financing and Capital Needs – Debt Maturities
One of our principal long-term liquidity needs is the repayment of long-term debt at the time that such debt matures. For unsecured notes, a portion of the principal of these notes may be repaid prior to maturity. Early retirement of our unsecured notes could result in gains or losses on extinguishment similar to those recognized in 2008 and 2009. If we do not have funds on hand sufficient to repay our indebtedness as it becomes due, it will be necessary for us to refinance the debt. This refinancing may be accomplished by uncollateralized private or public debt offerings, additional debt financing that is secured by mortgages on individual communities or groups of communities, draws on our Credit Facility or by equity offerings. Although we believe we will have the capacity to meet our currently anticipated liquidity needs, we cannot assure you that additional debt financing or debt or equity offerings will be available or, if available, that they will be on terms we consider satisfactory.
The following financing activity occurred during the three months ended March 31, 2010:
  •   we repaid a 6.47% fixed rate secured mortgage note in the amount of $13,961,000 in advance of its March 2012 scheduled maturity date.
 
  •   we repaid a 6.95% fixed rate secured mortgage note in the amount of $11,226,000 in advance of its February 2025 scheduled maturity date.

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The following table details debt maturities for the next five years, excluding our Credit Facility and amounts outstanding related to communities classified as held for sale, for debt outstanding at March 31, 2010 (dollars in thousands).
                                                                                 
    All-In     Principal              
    interest     maturity     Balance outstanding     Scheduled maturities  
Community   rate (1)     date     12-31-09     3-31-10     2010     2011     2012     2013     2014     Thereafter  
Tax-exempt bonds
                                                                               
Fixed rate
                                                                               
CountryBrook
    6.47 %   Mar-2012   $ 13,961     $ —     $ —     $ —     $ —     $ —     $ —     $ —  
Avalon at Symphony Glen
    5.17 %   Jul-2024     9,780       9,780       —       —       —       —       —       9,780  
Avalon at Lexington
    6.95 %   Feb-2025     11,226       —       —       —       —       —       —       —  
Avalon Campbell
    6.50 %   Jun-2025     29,881       29,612 (2)     —       —       —       —       —       29,612  
Avalon Pacifica
    6.51 %   Jun-2025     13,554       13,432 (2)     —       —       —       —       —       13,432  
Avalon Fields
    7.79 %   May-2027     9,714       9,642       223       316       339       364       390       8,010  
Avalon Oaks
    7.49 %   Feb-2041     16,794       16,756       119       168       180       193       207       15,889  
Avalon Oaks West
    7.54 %   Apr-2043     16,661       16,627       108       152       162       173       185       15,847  
Avalon at Chestnut Hill
    6.15 %   Oct-2047     41,501       41,415       264       368       388       409       432       39,554  
 
                                                               
 
                    163,072       137,264       714       1,004       1,069       1,139       1,214       132,124  
Variable rate (3)
                                                                               
Avalon Burbank
    2.04 %   Oct-2010     29,387       29,387       29,387       —       —       —       —       —  
Waterford
    1.16 %   Jul-2014     33,100       33,100 (4)     —       —       —       —       33,100       —  
Avalon at Mountain View
    1.21 %   Feb-2017     18,300       18,300 (4)     —       —       —       —       —       18,300  
Avalon at Mission Viejo
    1.45 %   Jun-2025     7,635       7,635 (4)     —       —       —       —       —       7,635  
Avalon at Nob Hill
    1.38 %   Jun-2025     20,800       20,800 (4)     —       —       —       —       —       20,800  
Avalon Campbell
    2.13 %   Jun-2025     8,919       9,188 (2)     —       —       —       —       —       9,188  
Avalon Pacifica
    2.13 %   Jun-2025     4,046       4,168 (2)     —       —       —       —       —       4,168  
Bowery Place I
    4.11 %   Nov-2037     93,800       93,800       —       —       —       —       —       93,800  
Bowery Place II
    4.14 %   Nov-2039     48,500       48,500 (5)     —       —       —       —       —       48,500  
Avalon Acton
    1.77 %   Jul-2040     45,000       45,000 (5)     —       —       —       —       —       45,000  
Morningside Park
    3.05 %   Nov-2040     100,000       100,000 (5)     —       —       —       —       —       100,000  
West Chelsea
    0.13 %   May-2012     93,440       93,440 (5)     —       —       93,440       —       —       —  
Avalon Walnut Creek
    3.01 %   Mar-2046     116,000       116,000 (5)     —       —       —       —       —       116,000  
Avalon Walnut Creek
    2.98 %   Mar-2046     10,000       10,000 (5)     —       —       —       —       —       10,000  
 
                                                               
 
                    628,927       629,318       29,387       —       93,440       —       33,100       473,391  
Conventional loans (6)
                                                                               
Fixed rate
                                                                               
$200 Million unsecured notes
    7.67 %   Dec-2010     14,576       14,576       14,576       —       —       —       —       —  
$300 Million unsecured notes
    6.79 %   Sep-2011     39,900       39,900       —       39,900       —       —       —       —  
$250 Million unsecured notes
    5.74 %   Jan-2012     104,400       104,400       —       —       104,400       —       —       —  
$250 Million unsecured notes
    6.26 %   Nov-2012     201,601       201,601       —       —       201,601       —       —       —  
$100 Million unsecured notes
    5.11 %   Mar-2013     100,000       100,000       —       —       —       100,000       —       —  
$150 Million unsecured notes
    5.52 %   Apr-2014     150,000       150,000       —       —       —       —       150,000       —  
$250 Million unsecured notes
    5.89 %   Sep-2016     250,000       250,000       —       —       —       —       —       250,000  
$250 Million unsecured notes
    5.82 %   Mar-2017     250,000       250,000       —       —       —       —       —       250,000  
$250 Million unsecured notes
    6.19 %   Mar-2020     250,000       250,000       —       —       —       —       —       250,000  
Avalon at Twinbrook
    7.25 %   Oct-2011     7,578       7,520       181       7,339       —       —       —       —  
Avalon at Tysons West
    5.55 %   Jul-2028     6,045       5,998       137       193       204       216       229       5,019  
Avalon Orchards
    7.77 %   Jul-2033     19,011       18,930       252       357       382       409       438       17,092  
Avalon at Arlington Square
    4.81 %   Apr-2013     170,125       170,125       —       —       —       170,125       —       —  
Avalon at Cameron Court
    5.07 %   Apr-2013     94,572       94,572       —       —       —       94,572       —       —  
Avalon Crescent
    5.59 %   May-2015     110,600       110,600       —       —       —       —       —       110,600  
Avalon at Silicon Valley
    5.74 %   Jul-2015     150,000       150,000       —       —       —       —       —       150,000  
Avalon Darien
    6.22 %   Nov-2015     51,172       51,012       500       702       746       793       843       47,428  
Avalon Greyrock Place
    6.12 %   Nov-2015     61,690       61,493       614       861       914       971       1,031       57,102  
Avalon Commons
    6.10 %   Jan-2019     55,100       55,100       —       693       734       779       826       52,068  
Avalon Walnut Creek
    4.00 %   Jul-2066     2,500       2,500       —       —       —       —       —       2,500  
Avalon Shrewsbury
    5.92 %   May-2019     21,130       21,130       —       183       285       301       319       20,042  
Avalon Gates
    5.92 %   May-2019     41,321       41,321       —       357       557       589       624       39,194  
Avalon at Stamford Harbor
    5.92 %   May-2019     65,695       65,695       —       568       885       937       992       62,313  
Avalon Freehold
    5.94 %   May-2019     36,630       36,630       —       317       493       522       553       34,745  
Avalon Run East II
    5.94 %   May-2019     39,250       39,250       —       339       529       560       592       37,230  
Avalon Gardens
    6.05 %   May-2019     66,237       66,237       —       572       892       945       1,000       62,828  
Avalon Edgewater
    6.10 %   May-2019     78,565       78,565       —       679       1,058       1,120       1,186       74,522  
Avalon Foxhall
    6.05 %   May-2019     59,010       59,010       —       510       795       841       891       55,973  
Avalon Gallery Place I
    6.05 %   May-2019     45,850       45,850       —       396       618       654       692       43,490  
Avalon Traville
    5.91 %   May-2019     77,700       77,700       —       672       1,047       1,108       1,173       73,700  
Avalon Bellevue
    5.91 %   May-2019     26,698       26,698       —       231       360       381       403       25,323  
Avalon on the Alameda
    5.90 %   May-2019     53,980       53,980       —       467       727       770       815       51,201  
Avalon Mission Bay North
    5.90 %   May-2019     73,269       73,269       —       633       987       1,045       1,106       69,498  
Avalon Woburn
    5.90 %   May-2019     55,805       55,805       —       482       752       796       842       52,933  
 
                                                               
 
                    2,830,010       2,829,467       16,260       56,451       318,966       378,434       164,555       1,894,801  
Variable rate (3) (6)
                                                                               
Avalon at Crane Brook
    2.09 %   Mar-2011     30,440       30,060 (4)     789       29,271       —       —       —       —  
Avalon at Bedford Center
    1.72 %   May-2012     15,871       15,746 (4)     402       560       14,784       —       —       —  
Avalon Walnut Creek
    2.95 %   Mar-2046     9,000       9,000 (5)     —       —       —       —       —       9,000  
$200 Million unsecured notes
    7.04 %   Dec-2010     75,000       75,000 (7)     75,000       —       —       —       —       —  
$300 Million unsecured notes
    5.67 %   Sep-2011     100,000       100,000 (7)     —       100,000       —       —       —       —  
$50 Million unsecured notes
    5.67 %   Sep-2011     50,000       50,000 (7)     —       50,000       —       —       —       —  
$250 Million unsecured notes
    4.33 %   Jan-2012     75,000       75,000 (7)     —       —       75,000       —       —       —  
 
                                                                               
 
                                                               
 
                    355,311       354,806       76,191       179,831       89,784       —       —       9,000  
 
                                                                               
Total indebtedness - excluding unsecured credit facility
                  $ 3,977,320     $ 3,950,855     $ 122,552     $ 237,286     $ 503,259     $ 379,573     $ 198,869     $ 2,509,316  
 
                                                               
 
(1)   Includes credit enhancement fees, facility fees, trustees’ fees and other fees.

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(2)   Financed by variable rate, tax-exempt debt, but the interest rate on a portion of this debt is effectively fixed at March 31, 2010 and December 31, 2009 through an interest rate swap agreement. The portion of the debt fixed through the interest rate swap agreement decreases (and therefore the variable portion of the debt increases) monthly as payments are made to a principal reserve fund.
 
(3)   Variable rates are given as of March 31, 2010.
 
(4)   Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
 
(5)   Represents full amount of the debt as of March 31, 2010. Actual amounts drawn on the debt as of March 31, 2010 are $46,693 for Bowery Place II, $44,739 for Avalon Acton, $89,018 for Morningside Park, $66,969 for Walnut Creek, and $0 for West Chelsea.
 
(6)   Balances outstanding represent total amounts due at maturity, and are not net of $948 and $2,448 of debt discount and basis adjustments associated with the unsecured notes as of March 31, 2010 and December 31, 2009, respectively, as reflected in unsecured notes on our Condensed Consolidated Balance Sheets included elsewhere in this report.
 
(7)   In October 2009, we executed $300,000 of interest rate swaps allowing us to effectively convert $300,000 principal of our fixed rate unsecured notes to floating rate debt.
Future Financing and Capital Needs – Portfolio and Other Activity
As of March 31, 2010, we had seven wholly owned communities under construction, for which a total estimated cost of $228,620,000 remained to be invested. We also had seven wholly owned communities under reconstruction, for which a total estimated cost of $36,873,000 remained to be invested. In addition, we may be required to contribute our proportionate share of capital to Fund II, if or to the extent that Fund II makes capital calls in conjunction with additional community acquisitions during 2010. Substantially all of the capital expenditures necessary to complete the communities currently under construction and reconstruction, fund development costs related to pursuing Development Rights, and make equity contributions to Fund II, will be funded from:
  •   cash currently on hand, including cash in construction escrows, invested in highly liquid overnight money market funds and repurchase agreements, and short-term investment vehicles;
 
  •   the remaining capacity under our $1,000,000,000 Credit Facility;
 
  •   retained operating cash;
 
  •   the net proceeds from sales of existing communities;
 
  •   the issuance of debt or equity securities; and/or
 
  •   private equity funding, including joint venture activity.
Before planned reconstruction activity, including reconstruction activity related to communities acquired by Fund I and Fund II, collectively “the Funds”, or the construction of a Development Right begins, we intend to arrange adequate financing to complete these undertakings, although we cannot assure you that we will be able to obtain such financing. In the event that financing cannot be obtained, we may have to abandon Development Rights, write off associated pre-development costs that were capitalized and/or forego reconstruction activity. In such instances, we will not realize the increased revenues and earnings that we expected from such Development Rights or reconstruction activity and significant losses could be incurred.
From time to time we use joint ventures to hold or develop individual real estate assets. We generally employ joint ventures primarily to mitigate asset concentration or market risk and secondarily as a source of liquidity. We may also use joint ventures related to mixed-use land development opportunities where our partners bring development and operational expertise to the venture. Each joint venture or partnership agreement has been individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture or partnership agreement. We cannot assure you that we will achieve our objectives through joint ventures.
In evaluating our allocation of capital within our markets, we sell assets that do not meet our long-term investment criteria or when capital and real estate markets allow us to realize a portion of the value created over the past business cycle and redeploy the proceeds from those sales to develop and redevelop communities. Because the proceeds from the sale of communities may not be immediately redeployed into revenue generating assets, the immediate effect of a sale of a community for a gain is to increase net income, but reduce future total revenues, total expenses and NOI. However, we believe that the absence of future cash flows from communities sold will have a minimal impact on our ability to fund future liquidity and capital resource needs.

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Off-Balance Sheet Arrangements
In addition to our investment interests in consolidated and unconsolidated real estate entities, we have certain off-balance sheet arrangements with the entities in which we invest. Additional discussion of these entities can be found in Note 6, “Investments in Real Estate Entities,” of our Condensed Consolidated Financial Statements located elsewhere in this report.
  •   CVP I, LLC has outstanding tax-exempt, variable rate bonds maturing in November 2036 in the amount of $117,000,000, which have permanent credit enhancement. We have agreed to guarantee, under limited circumstances, the repayment to the credit enhancer of any advances it may make in fulfillment of CVP I, LLC’s repayment obligations under the bonds. We have also guaranteed to the credit enhancer that CVP I, LLC will obtain a final certificate of occupancy for the project (Chrystie Place in New York City), which is expected in 2010. Our 80% partner in this venture has agreed that it will reimburse us its pro rata share of any amounts paid relative to these guaranteed obligations. The estimated fair value of and our obligation under these guarantees, both at inception and as of March 31, 2010, were not significant. As a result we have not recorded any obligation associated with these guarantees at March 31, 2010.
 
  •   Subsidiaries of Fund I have 21 loans secured by individual assets with amounts outstanding in the aggregate of $436,335,000, with varying maturity dates (or dates after which the loans can be prepaid), ranging from October 2011 to September 2016. These mortgage loans are secured by the underlying real estate. The mortgage loans are payable by the subsidiaries of Fund I with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of Fund I, nor do we have any obligation to fund this debt should Fund I be unable to do so.
 
      In addition, as part of the formation of Fund I, we have provided to one of the limited partners a guarantee. The guarantee provides that if, upon final liquidation of Fund I, the total amount of all distributions to that partner during the life of Fund I (whether from operating cash flow or property sales) does not equal a minimum of the total capital contributions made by that partner, then we will pay the partner an amount equal to the shortfall, but in no event more than 10% of the total capital contributions made by the partner (maximum of approximately $7,500,000 as of March 31, 2010). As of March 31, 2010, the expected realizable value of the real estate assets owned by Fund I is considered adequate to cover such potential payment to that partner under the expected Fund I liquidation scenario. The estimated fair value of, and our obligation under this guarantee, both at inception and as of March 31, 2010 was not significant and therefore we have not recorded any obligation for this guarantee as of March 31, 2010.
 
  •   As of March 31, 2010, a subsidiary of Fund II has one loan secured by an asset in the amount of $21,515,000 with a maturity of June 2019. In April 2010, a subsidiary of Fund II obtained $42,600,000 in secured financing with a maturity of April 2010. These loans are payable by the subsidiaries of Fund II. As of March 31, 2010, Fund II also has $61,500,000 outstanding under a credit facility that matures in December 2010. The mortgage loans are payable by the subsidiaries of Fund II with operating cash flow or disposition proceeds from the underlying real estate, and the credit facility is payable by Fund II and is secured by capital commitments. We have not guaranteed, beyond our proportionate share of capital commitments supporting the credit facility of Fund II, the debt of Fund II, nor do we have any obligation to fund this debt should Fund II be unable to do so.
 
      In addition, as part of the formation of Fund II, we have provided to one of the limited partners a guarantee. The guarantee provides that if, upon final liquidation of Fund II, the total amount of all distributions to that partner during the life of Fund II (whether from operating cash flow or property sales) does not equal a minimum of the total capital contributions made by that partner, then we will pay the partner an amount equal to the shortfall, but in no event more than 10% of the total capital contributions made by the partner (maximum of approximately $1,470,000 as of March 31, 2010). As of March 31, 2010, the expected realizable value of the real estate assets owned by Fund II is considered adequate to cover such potential payment to that partner under the expected Fund II liquidation scenario. The estimated fair value of, and our obligation under this guarantee, both at inception and as of March 31, 2010

33


 

      was not significant and therefore we have not recorded any obligation for this guarantee as of March 31, 2010.
  •   MVP I, LLC, the entity that owns Avalon at Mission Bay North II, has a loan secured by the underlying real estate assets of the community for $105,000,000. The loan is a fixed rate, interest-only note bearing interest at 6.02%, maturing in December 2015. We have not guaranteed the debt of MVP I, LLC, nor do we have any obligation to fund this debt should MVP I, LLC be unable to do so.
 
  •   Avalon Del Rey Apartments, LLC has a loan secured by the underlying real estate assets of the community for $45,720,000 maturing in April 2016. The variable rate loan had an interest rate of 3.57% at March 31, 2010. We have not guaranteed the debt of Avalon Del Rey Apartments, LLC, nor do we have any obligation to fund this debt should Avalon Del Rey Apartments, LLC be unable to do so.
 
  •   Aria at Hathorne Hill, LLC is a joint venture in which we have a non-managing member interest. The LLC is developing for-sale town homes in Danvers, Massachusetts. The LLC has three separate variable rate loans with aggregate borrowings of $2,420,000 and a weighted average interest rate of 4.19% at March 31, 2010. We have not guaranteed the debt of Aria at Hathorne, nor do we have any obligation to fund this debt should Aria at Hathorne be unable to do so.
 
  •   In 2007 we entered into a non-cancelable commitment (the “Commitment”) to acquire parcels of land in Brooklyn, New York for an aggregate purchase price of approximately $111,000,000. Under the terms of the Commitment, we are closing on the various parcels over a period determined by the seller’s ability to execute unrelated purchase transactions and achieve deferral of gains for the land sold under this Commitment. However, under no circumstances will the Commitment extend beyond 2011, at which time either we or the seller can compel execution of the remaining transactions. At March 31, 2010, we have an outstanding commitment to purchase the remaining land for approximately $51,500,000.
There are no other lines of credit, side agreements, financial guarantees or any other derivative financial instruments related to or between our unconsolidated real estate entities and us. In evaluating our capital structure and overall leverage, management takes into consideration our proportionate share of this unconsolidated debt.
Contractual Obligations
We currently have contractual obligations consisting primarily of long-term debt obligations and lease obligations for certain land parcels and regional and administrative office space. There have not been any material changes outside the ordinary course of business to our contractual obligations during the three months ended March 31, 2010.
Development Communities
As of March 31, 2010, we had seven Development Communities under construction. We expect these Development Communities, when completed, to add a total of 2,509 apartment homes to our portfolio for a total capitalized cost, including land acquisition costs, of approximately $843,500,000. You should carefully review Item 1a., “Risk Factors,” of our Form 10-K for a discussion of the risks associated with development activity.

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The following table presents a summary of the Development Communities. We hold a direct or indirect fee simple ownership interest in these communities.
                                                         
                    Total                          
            Number of     capitalized                          
            apartment     cost (1)     Construction     Initial     Estimated     Estimated  
            homes     ($ millions)     start     occupancy (2)     completion     stabilization (3)  
  1    
Avalon Fort Greene
    631     $ 305.8       Q4 2007       Q4 2009       Q1 2011       Q3 2011  
       
New York, NY
                                               
  2    
Avalon Walnut Creek (4)
    422       151.7       Q3 2008       Q2 2010       Q1 2011       Q3 2011  
       
Walnut Creek, CA
                                               
  3    
Avalon Norwalk
    311       85.4       Q3 2008       Q2 2010       Q2 2011       Q4 2011  
       
Norwalk, CT
                                               
  4    
Avalon Towers Bellevue
    397       126.1       Q4 2008       Q2 2010       Q2 2011       Q4 2011  
       
Bellevue, WA
                                               
  5    
Avalon Northborough II
    219       35.7       Q4 2009       Q1 2010       Q1 2011       Q3 2011  
       
Northborough, MA
                                               
  6    
Avalon at West Long Branch
    180       28.1       Q4 2009       Q3 2010       Q1 2011       Q3 2011  
       
West Long Branch, NJ
                                               
  7    
Avalon Rockville Centre
    349       110.7       Q1 2010       Q3 2011       Q3 2012       Q1 2013  
       
Rockville Centre, NY
                                               
       
 
                                               
       
 
                                           
       
Total
    2,509     $ 843.5                                  
       
 
                                           
 
(1)   Total capitalized cost includes all capitalized costs projected to be or actually incurred to develop the respective Development Community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees. Total capitalized cost for communities identified as having joint venture ownership, either during construction or upon construction completion, represents the total projected joint venture contribution amount.
 
(2)   Future initial occupancy dates are estimates. There can be no assurance that we will pursue to completion any or all of these proposed developments.
 
(3)   Stabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of development.
 
(4)   This community is being financed in part by third party, tax-exempt debt.
Redevelopment Communities
As of March 31, 2010, there were seven communities under redevelopment. We expect the total capitalized cost to redevelop these communities to be $118,400,000 excluding costs prior to redevelopment. We have found that the cost to redevelop an existing apartment community is more difficult to budget and estimate than the cost to develop a new community. Accordingly, we expect that actual costs may vary from our budget by a wider range than for a new development community. We cannot assure you that we will meet our schedule for reconstruction completion or increasing operations, or that we will meet our budgeted costs, either individually or in the aggregate. We anticipate increasing the level of our redevelopment activity related to communities in our current operating portfolio for the remainder of 2010. You should carefully review Item 1a., “Risk Factors,” of our Form 10-K for a discussion of the risks associated with redevelopment activity.

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The following presents a summary of these Redevelopment Communities:
                                                         
                    Total cost                      
            Number of     ($ millions)             Estimated     Estimated  
            apartment     Pre-redevelopment     Total capitalized     Reconstruction     reconstruction     restabilized  
            homes     cost     cost (1)     start     completion     operations (2)  
  1.    
Avalon Woodland Hills
    663     $ 72.1     $ 110.6       Q4 2007       Q2 2010       Q4 2010  
       
Woodland Hills, CA
                                               
  2.    
Avalon at Diamond Heights
    154       25.3       30.6       Q4 2007       Q4 2010       Q2 2011  
       
San Francisco, CA
                                               
  3.    
Avalon Burbank
    400       71.0       94.4       Q3 2008       Q3 2010       Q1 2011  
       
Burbank, CA
                                               
  4.    
Avalon Pleasanton
    456       63.0       80.9       Q2 2009       Q4 2011       Q2 2012  
       
Pleasanton, CA
                                               
  5.    
Avalon Princeton Junction
    512       30.2       49.9       Q2 2009       Q1 2012       Q3 2012  
       
West Windsor, NJ
                                               
  6.    
Avalon at Cedar Ridge
    195       27.7       33.8       Q3 2009       Q1 2011       Q3 2011  
       
Daly City, CA
                                               
  7.    
Avalon at Willow Creek
    235       36.5       44.0       Q4 2009       Q1 2011       Q3 2011  
       
Fremont, CA
                                               
       
 
                                         
       
Total
    2,615     $ 325.8     $ 444.2                          
       
 
                                         
 
(1)   Total capitalized cost includes all capitalized costs projected to be or actually incurred to redevelop the respective Redevelopment Community, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, all as determined in accordance with GAAP.
 
(2)   Restabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of redevelopment.
Development Rights
At March 31, 2010, we had $206,713,000 in acquisition and related capitalized costs for land parcels we own, and $85,302,000 in capitalized costs (including legal fees, design fees and related overhead costs) related to Development Rights for which we control the land parcel, typically through an option to purchase or lease the land. Collectively, the land held for development and associated costs for deferred development rights relate to 29 Development Rights for which we expect to develop new apartment communities in the future. The Development Rights range from those beginning design and architectural planning to those that have completed site plans and drawings and can begin construction almost immediately. We estimate that the successful completion of all of these communities would ultimately add approximately 7,300 apartment homes to our portfolio. Substantially all of these apartment homes will offer features like those offered by the communities we currently own.
For 17 Development Rights, we control the land through an option to purchase or lease the parcel. While we generally prefer to hold Development Rights through options to acquire land, for the remaining 12 Development Rights we either currently own the land or have executed a long term land lease for the parcel of land on which a community would be built if we proceeded with development.
For these 12 Development Rights we intend to develop approximately 3,400 apartment homes. The cumulative capitalized costs for land held for development as of March 31, 2010, includes $156,322,000 in original land acquisition costs. We also have $51,500,000 in future land acquisition costs under our Commitment, related to a Development Right, as discussed under “Off-Balance Sheet Arrangements” elsewhere within this Form 10-Q. The original land acquisition cost per home, including our obligation under the Commitment, ranged from $12,000 per home in Connecticut to $133,000 per home in New York City. In addition, the land for a Development Right that we control under a 99-year land lease agreement is subject to future minimum rental amounts of $6,500,000 per year.
The properties comprising the Development Rights are in different stages of the due diligence and regulatory approval process. The decisions as to which of the Development Rights to invest in, if any, or to continue to pursue once an investment in a Development Right is made, are business judgments that we make after we perform financial, demographic and other analyses. In the event that we do not proceed with a Development Right, we

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generally would not recover capitalized costs incurred in the pursuit of those communities, unless we were to recover amounts in connection with the sale of land; however, we cannot guarantee a recovery. Pre-development costs incurred in the pursuit of Development Rights for which future development is not yet considered probable are expensed as incurred. In addition, if the status of a Development Right changes, making future development no longer probable, any capitalized pre-development costs are charged to expense.
You should carefully review Section 1a., “Risk Factors,” of our Form 10-K for a discussion of the risks associated with Development Rights.
                         
                    Total  
            Estimated     capitalized  
            number     cost  
        Location   of homes     ($ millions) (1)  
  1.    
Seattle, WA
    204     $ 58  
  2.    
Wilton, CT
    100       30  
  3.    
Plymouth, MA Phase II
    91       20  
  4.    
Greenburgh, NY Phase II
    288       77  
  5.    
Lynnwood, WA Phase II
    82       18  
  6.    
San Francisco, CA
    173       65  
  7.    
Wood-Ridge, NJ Phase I
    266       60  
  8.    
Tysons Corner, VA I
    354       80  
  9.    
Garden City, NY
    160       51  
  10.    
New York, NY Phase I
    396       169  
  11.    
Boston, MA
    180       97  
  12.    
Cohasset, MA
    200       38  
  13.    
Shelton, CT
    251       66  
  14.    
Andover, MA
    115       26  
  15.    
North Bergen, NJ
    164       47  
  16.    
Brooklyn, NY
    861       443  
  17.    
Wood-Ridge, NJ Phase II
    140       32  
  18.    
Rockville, MD
    240       57  
  19.    
Dublin, CA Phase II
    487       145  
  20.    
Hackensack, NJ
    226       48  
  21.    
Seattle, WA II
    272       81  
  22.    
Huntington Station, NY
    424       100  
  23.    
Roselle Park, NJ
    249       54  
  24.    
Ossining, NY
    210       44  
  25.    
Tysons Corner, VA II
    338       87  
  26.    
Greenburgh, NY Phase III
    156       43  
  27.    
Ocean Township, NJ
    309       57  
  28.    
New York, NY Phase II
    295       142  
  29.    
Stratford, CT
    130       22  
       
 
               
       
 
           
       
Total
    7,361     $ 2,257  
       
 
           
 
(1)   Total capitalized cost includes all capitalized costs incurred to date (if any) and projected to be incurred to develop the respective community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees.
Other Land and Real Estate Assets
We own land parcels with a carrying value of approximately $112,867,000 that we do not currently plan to develop. These parcels consist of land that we (i) originally planned to develop and (ii) ancillary parcels acquired in connection with Development Rights that we had not planned to develop, as more fully described below.
i) The land that we originally acquired for future development has an original cost of $151,986,000, and a current value of $90,499,000, and is comprised of nine parcels originally intended for the development of

37


 

approximately 2,900 apartment homes. The current carrying value of these nine land parcels reflects impairment charges of $61,487,000 incurred in prior periods.
ii) The out parcels and certain other land parcels that we acquired in connection with various development pursuits without a view to developing have a current carrying value of $22,368,000, which reflects impairment charges of $12,122,000 incurred in prior periods.
We believe that the current carrying value of $112,867,000 for all of these land parcels is such that there is no indication of impaired value, or further need to record a charge for impairment in the case of assets previously impaired. However we may be subject to the recognition of further charges for impairment in the event that there are indicators of such impairment, and we determine that the carrying value of the assets is greater than the current fair value, less costs to dispose.
Insurance and Risk of Uninsured Losses
We carry commercial general liability insurance and property insurance with respect to all of our communities. These policies, and other insurance policies we carry, have policy specifications, insured limits and deductibles that we consider commercially reasonable. There are, however, certain types of losses (such as losses arising from acts of war) that are not insured, in full or in part, because they are either uninsurable or the cost of insurance makes it, in management’s view, economically impractical. You should carefully review the discussion under Item 1a., “Risk Factors,” of our Form 10-K for a discussion of risks associated with an uninsured property or liability loss.
In August 2009, we renewed our general liability policy and worker’s compensation coverage for a one year term, and experienced a decrease in the premium on these policies of approximately 25%, with no material changes in the coverage.
On December 31, 2009, we elected to cancel and renew our property insurance policy for a 16 month term in order to take advantage of updated earthquake loss projections and declining insurance premium rates. As a result, our property insurance premium decreased by approximately 24% with no material changes in coverage. We expect to renew this policy on or before its expiration on May 1, 2011.
Inflation and Deflation
Substantially all of our apartment leases are for a term of one year or less. In an inflationary environment, this may allow us to realize increased rents upon renewal of existing leases or the beginning of new leases. Short-term leases generally minimize our risk from the adverse effects of inflation, although these leases generally permit residents to leave at the end of the lease term and therefore expose us to the effect of a decline in market rents. In a deflationary rent environment, we may be exposed to declining rents more quickly under these shorter-term leases.
Forward-Looking Statements
This Form 10-Q contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by our use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “project,” “plan,” “may,” “shall,” “will” and other similar expressions in this Form 10-Q, that predict or indicate future events and trends and that do not report historical matters. These statements include, among other things, statements regarding our intent, belief or expectations with respect to:
  •   our potential development, redevelopment, acquisition or disposition of communities;
 
  •   the timing and cost of completion of apartment communities under construction, reconstruction, development or redevelopment;
 
  •   the timing of lease-up, occupancy and stabilization of apartment communities;
 
  •   the pursuit of land on which we are considering future development;
 
  •   the anticipated operating performance of our communities;
 
  •   cost, yield, revenue, NOI and earnings estimates;

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  •   our declaration or payment of distributions;
 
  •   our joint venture and discretionary fund activities;
 
  •   our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;
 
  •   our qualification as a REIT under the Internal Revenue Code;
 
  •   the real estate markets in Northern and Southern California and markets in selected states in the Mid-Atlantic, Midwest, New England, Metro New York/New Jersey and Pacific Northwest regions of the United States and in general;
 
  •   the availability of debt and equity financing;
 
  •   interest rates;
 
  •   general economic conditions including the recent economic downturn; and
 
  •   trends affecting our financial condition or results of operations.
We cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect our current expectations of the approximate outcomes of the matters discussed. We do not undertake a duty to update these forward-looking statements, and therefore they may not represent our estimates and assumptions after the date of this report. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to differ materially from the anticipated future results, performance or achievements expressed or implied by these forward-looking statements. You should carefully review the discussion under Item 1a., “Risk Factors,” on our Form 10-K for a discussion of risks associated with forward-looking statements.
In addition, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We do not undertake a duty to update these forward-looking statements, and therefore they may not represent our estimates and assumptions after the date of this report.
Some of the factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following:
  •   we may fail to secure development opportunities due to an inability to reach agreements with third parties to obtain land at attractive prices or to obtain desired zoning and other local approvals;
 
  •   we may abandon or defer development opportunities for a number of reasons, including changes in local market conditions which make development less desirable, increases in costs of development, increases in the cost of capital or lack of capital availability, resulting in losses;
 
  •   construction costs of a community may exceed our original estimates;
 
  •   we may not complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in our expected rental revenues;
 
  •   occupancy rates and market rents may be adversely affected by competition and local economic and market conditions which are beyond our control;
 
  •   financing may not be available on favorable terms or at all, and our cash flows from operations and access to cost effective capital may be insufficient for the development of our pipeline which could limit our pursuit of opportunities;
 
  •   our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness;
 
  •   we may be unsuccessful in our management of Fund I, Fund II or the REIT vehicles that are used with each respective Fund; and
  •   we may be unsuccessful in managing changes in our portfolio composition.

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Critical Accounting Policies
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements. Our critical accounting policies consist primarily of the following: (i) principles of consolidation, (ii) cost capitalization, (iii) asset impairment evaluation and (iv) REIT status. Our critical accounting policies and estimates have not changed materially from the discussion of our significant accounting policies found in Management’s Discussion and Analysis and Results of Operations in our Form 10-K.

40


 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
      There have been no material changes to our exposures to market risk since December 31, 2009.
Item 4.   Controls and Procedures
  (a)   Evaluation of disclosure controls and procedures.
 
      The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2010. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
 
      We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
 
  (b)   Changes in internal controls over financial reporting.
 
      None.
Part II. OTHER INFORMATION
Item 1.   Legal Proceedings
      On August 1, 2008, we filed a lawsuit in the Superior Court of the State of Washington in the County of King (Avalon DownREIT V, L.P., v Grand-Glacier, LLC et al) relating to our assertion that the homeowners association in which our former Avalon Wynhaven community is a part systematically overcharged us for various shared costs. We sold this property in 2008 and agreed to indemnify the buyer for annual association fees to the extent they exceed an amount that we each agreed was reasonable. On April 6, 2010, we settled this case by making a payment to the homeowners association and an indemnification payment to the buyer of Avalon Wynhaven. The settlement and indemnification payments totaled approximately $1.35 million. Because of the outstanding indemnification to the buyer of Avalon Wynhaven, we previously had deferred a portion of the gain on sale we recognized when we sold the property, which will now be applied to these costs with the excess amount recognized as gain on sale income in the second quarter of 2010.
 
      As previously reported, on August 13, 2008 the U.S. Attorney’s Office for the Southern District of New York filed a civil lawsuit against the Company and the joint venture (CVP I, LLC) in which it has an interest that owns Avalon Chrystie Place. The lawsuit alleges that Avalon Chrystie Place was not designed and constructed in accordance with the accessibility requirements of the FHA. The Company designed and constructed Avalon Chrystie Place with a view to compliance with New York City’s Local Law 58, which for more than 20 years has been New York City’s code regulating the accessible design and construction of apartments. After the filing of its answer and affirmative defenses, during the fourth quarter of 2009 the plaintiff served the Company with

41


 

      discovery requests relating to communities owned by the Company nationwide. The Company objected to these discovery requests as being overly broad, as the plaintiff’s complaint made factual allegations with regard to Avalon Chrystie Place only. A magistrate judge agreed with the Company and limited discovery to Avalon Chrystie Place. The plaintiff is appealing the magistrate judge’s ruling. Due to the preliminary nature of the Department of Justice matter, including whether the scope of their suit will be extended to other properties, we cannot predict or determine the outcome of that matter, nor is it reasonably possible to estimate the amount of loss, if any, that would be associated with an adverse decision or settlement.
 
      In addition to the outstanding litigation described above, we are involved in various other claims and/or administrative proceedings that arise in the ordinary course of our business. While no assurances can be given, we do not believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on our operations.
Item 1a.   Risk Factors
      In addition to the other information set forth in this report, you should carefully consider the risk factors which could materially affect our business, financial condition or future results discussed in the Form 10-K in Part I, “Item 1a. Risk Factors.” The risks described in our Form 10-K are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results in the future. There have been no material changes to our risk factors since December 31, 2009.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
      None.
      Issuer Purchases of Equity Securities
                                 
                            (d)
                            Maximum Dollar
                    (c)   Amount that May
    (a)           Total Number of   Yet be Purchased
    Total Number           Shares Purchased   Under the Plans or
    of Shares   (b)   as Part of Publicly   Programs
    Purchased   Average Price   Announced Plans   (in thousands)
Period   (1)   Paid per Share   or Programs   (2)
January 1- January 31, 2010
    —       —       —     $ 200,000  
February 1– February 28, 2010
    12     $ 75.49       —     $ 200,000  
March 1- March 31, 2010
    38,948     $ 81.29       —     $ 200,000  

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(1)   Reflects shares surrendered to the Company in connection with vesting of restricted stock or exercise of stock options as payment of taxes or as payment of exercise price.
 
(2)   As disclosed in our Form 10-Q for the quarter ended March 31, 2008, represents amounts outstanding under the Company’s $500,000,000 Stock Repurchase Program. There is no scheduled expiration date to this program.
Item 3.   Defaults Upon Senior Securities
      None.
Item 4.   (Removed and Reserved)
Item 5.   Other Information
Item 6.   Exhibits

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Exhibit No.       Description
 
3(i).1
  —   Articles of Amendment and Restatement of Articles of Incorporation of AvalonBay Communities (the “Company”), dated as of June 4, 1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed on March 1, 2007.)
 
       
3(i).2
  —   Articles of Amendment, dated as of October 2, 1998. (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the Company filed on March 1, 2007.)
 
       
3(ii).1
  —   Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on May 21, 2009. (Incorporated by reference to Exhibit 3(ii).1 to Form 10-K of the Company filed on March 1, 2010.)
 
       
3(ii).2
  —   Amendment to Amended and Restated Bylaws of the Company, dated February 10, 2010. (Incorporated by reference to Exhibit 3.2 to Form 8-K of the Company filed February 12, 2010.)
 
       
4.1
  —   Indenture for Senior Debt Securities, dated as of January 16, 1998, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.1 to Registration Statement on form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
       
4.2
  —   First Supplemental Indenture, dated as of January 20, 1998, between the Company and the State Street Bank and Trust Company as Trustee. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
       
4.3
  —   Second Supplemental Indenture, dated as of July 7, 1998, between the Company and State Street Bank and Trust Company as Trustee. (Incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
       
4.4
  —   Amended and Restated Third Supplemental Indenture, dated as of July 10, 2000 between the Company and State Street Bank and Trust Company as Trustee. (Incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
       
4.5
  —   Fourth Supplemental Indenture, dated as of September 18, 2006 between the Company and U.S. Bank National Association as Trustee. (Incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
       
4.6
  —   Dividend Reinvestment and Stock Purchase Plan of the Company. (Incorporated by reference to Exhibit 8.1 to Registration Statement on Form S-3 of the Company (File No. 333-87063), filed September 14, 1999.)
 
       
4.7
  —   Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on December 17, 1999. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(2) of the Securities Act of 1933 on December 17, 1999.)
 
       
4.8
  —   Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on March 26, 2004. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on March 26, 2004.)

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Exhibit No.       Description
 
4.9
  —   Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on May 15, 2006. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on May 15, 2006.)
 
       
10.1
  —   Amendment to Rules and Procedures for Non-Employee Directors’ Deferred Compensation Program adopted February 10, 2010. (Filed herewith.)
 
       
12.1
  —   Statements re: Computation of Ratios. (Filed herewith.)
 
       
31.1
  —   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). (Filed herewith.)
 
       
31.2
  —   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). (Filed herewith.)
 
       
32
  —   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). (Furnished herewith.)
 
       
101
  —   XBRL (Extensible Business Reporting Language). The following materials from AvalonBay Communities, Inc.’s Quarterly Report on form 10-Q for the period ended June 30, 2009, formatted in XBRL: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations, (iii) condensed consolidated statements of cash flows, and (iv) notes to consolidated financial statements.*
 
*   As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
     
AVALONBAY COMMUNITIES, INC.
 
   
Date: May 5, 2010
  /s/ Bryce Blair
 
   
 
  Bryce Blair
 
  Chief Executive Officer
 
  (Principal Executive Officer)
 
   
Date: May 5, 2010
  /s/ Thomas J. Sargeant
 
   
 
  Thomas J. Sargeant
 
  Chief Financial Officer
 
  (Principal Financial Officer)

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