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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, 2014

 

Commission file number 1-12672

 

AVALONBAY COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

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 x                    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 x                    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 x	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Yes o                    No x

 

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:

 

129,609,154 shares of common stock, par value $0.01 per share, were outstanding as of April 30, 2014

 

 

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AVALONBAY COMMUNITIES, INC.

FORM 10-Q

INDEX

 

		PAGE
PART I - FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2014 (UNAUDITED) AND DECEMBER 31, 2013	1
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013	2
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013	3
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46
ITEM 4. CONTROLS AND PROCEDURES		46
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		46
ITEM 1A. RISK FACTORS		46
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		47
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		47
ITEM 4. MINE SAFETY DISCLOSURES		47
ITEM 5. OTHER INFORMATION		47
ITEM 6. EXHIBITS		47
SIGNATURES		50

 

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

 

		3-31-14			12-31-13
		(unaudited)
ASSETS
Real estate:
Land		$	3,346,202		$	3,315,521
Buildings and improvements		11,460,239			11,230,813
Furniture, fixtures and equipment		357,527			343,802
		15,163,968			14,890,136
Less accumulated depreciation		(2,608,172		)	(2,503,902		)
Net operating real estate		12,555,796			12,386,234
Construction in progress, including land		1,646,361			1,583,120
Land held for development		250,204			300,364
Operating real estate assets held for sale, net		—			14,491
Total real estate, net		14,452,361			14,284,209
Cash and cash equivalents		386,190			281,541
Cash in escrow		90,663			98,481
Resident security deposits		27,232			26,672
Investments in unconsolidated real estate entities		353,510			367,866
Deferred financing costs, net		42,181			40,677
Deferred development costs		34,305			31,592
Prepaid expenses and other assets		183,797			197,105
Total assets		$	15,570,239		$	15,328,143
LIABILITIES AND EQUITY
Unsecured notes, net		$	2,844,917		$	2,594,709
Variable rate unsecured credit facility		—			—
Mortgage notes payable		3,536,881			3,550,682
Dividends payable		150,309			138,476
Payables for construction		94,133			94,472
Accrued expenses and other liabilities		241,148			243,045
Accrued interest payable		33,285			43,353
Resident security deposits		46,493			45,485
Liabilities related to real estate assets held for sale		—			874
Total liabilities		6,947,166			6,711,096
Redeemable noncontrolling interests		16,002			17,320
Equity:
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at both March 31, 2014 and December 31, 2013; zero shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively		—			—
Common stock, $0.01 par value; 280,000,000 shares authorized at March 31, 2014 and December 31, 2013; 129,572,864 and 129,416,695 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively		1,296			1,294
Additional paid-in capital		9,002,260			8,988,723
Accumulated earnings less dividends		(353,029		)	(345,254		)
Accumulated other comprehensive loss		(47,058		)	(48,631		)
Total stockholders’ equity		8,603,469			8,596,132
Noncontrolling interest		3,602			3,595
Total equity		8,607,071			8,599,727
Total liabilities and equity		$	15,570,239		$	15,328,143

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

(unaudited)

(Dollars in thousands, except per share data)

 

		For the three months ended
		3-31-14			3-31-13
Revenue:
Rental and other income		$	396,998		$	299,085
Management, development and other fees		3,077			2,272
Total revenue		400,075			301,357
Expenses:
Operating expenses, excluding property taxes		98,542			71,828
Property taxes		44,485			31,902
Interest expense, net		42,533			38,174
Depreciation expense		106,367			105,559
General and administrative expense		9,236			10,039
Expensed acquisition, development and other pursuit costs		715			40,059
Total expenses		301,878			297,561
Equity in income (loss) of unconsolidated entities		5,223			(18,564		)
Income (loss) from continuing operations		103,420			(14,768		)
Discontinued operations:
Income from discontinued operations		310			5,746
Gain on sale of communities		37,869			84,491
Total discontinued operations		38,179			90,237
Net income		141,599			75,469
Net loss (gain) attributable to noncontrolling interests		140			(42		)
Net income attributable to common stockholders		$	141,739		$	75,427
Other comprehensive income:
Cash flow hedge losses reclassified to earnings		1,573			1,391
Comprehensive income		$	143,312		$	76,818
Earnings per common share - basic:
Income (loss) from continuing operations attributable to common stockholders		$	0.80		$	(0.12	)
Discontinued operations attributable to common stockholders		0.29			0.75
Net income attributable to common stockholders		$	1.09		$	0.63
Earnings per common share - diluted:
Income (loss) from continuing operations attributable to common stockholders		$	0.80		$	(0.12	)
Discontinued operations attributable to common stockholders		0.29			$	0.75
Net income attributable to common stockholders		$	1.09		$	0.63
Dividends per common share		$	1.16		$	1.07

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

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AVALONBAY COMMUNITIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(Dollars in thousands)

 

		For the three months ended
		3-31-14			3-31-13
Cash flows from operating activities:
Net income		$	141,599		$	75,469
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation expense		106,367			105,559
Depreciation expense from discontinued operations		—			4,270
Amortization of deferred financing costs		1,518			1,934
Amortization of debt premium/discount		(8,774		)	(3,538		)
Amortization of stock-based compensation		3,615			2,099
Equity in (income) loss of, and return on, unconsolidated entities and noncontrolling interests, net of eliminations		(547		)	16,734
Cash flow hedge losses reclassified to earnings		1,573			1,391
Gain on sale of real estate assets		(37,869		)	(84,491		)
Decrease (increase) in cash in operating escrows		6,831			(6,758		)
Decrease (increase) in resident security deposits, prepaid expenses and other assets		13,655			(23,299		)
Decrease in accrued expenses, other liabilities and accrued interest payable		(7,651		)	(7,982		)
Net cash provided by operating activities		220,317			81,388
Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and deferred development costs		(266,930		)	(221,274		)
Acquisition of real estate assets, including partnership interest		—			(749,275		)
Capital expenditures - existing real estate assets		(13,709		)	(1,852		)
Capital expenditures - non-real estate assets		(9,300		)	(1,764		)
Proceeds from sale of real estate, net of selling costs		52,147			327,922
Decrease in payables for construction		(339		)	(360		)
Decrease (increase) in investments in unconsolidated real estate entities		13,767			(2,978		)
Net cash used in investing activities		(224,364		)	(649,581		)
Cash flows from financing activities:
Issuance of common stock		7,234			253
Dividends paid		(138,393		)	(110,891		)
Repayments of mortgage notes payable, including prepayment penalties		(3,832		)	(1,507,243		)
Issuance of unsecured notes		250,000			—
Repayment of unsecured notes		—			(100,000		)
Payment of deferred financing costs		(3,022		)	—
Distributions to DownREIT partnership unitholders		(9		)	(8		)
Distributions to joint venture and profit-sharing partners		(82		)	(80		)
Redemption of preferred interest obligation		(3,200		)	—
Net cash provided by (used in) financing activities		108,696			(1,717,969		)
Net increase (decrease) in cash and cash equivalents		104,649			(2,286,162		)
Cash and cash equivalents, beginning of period		281,541			2,733,618
Cash and cash equivalents, end of period		$	386,190		$	447,456
Cash paid during the period for interest, net of amount capitalized		$	55,140		$	45,765

 

See accompanying notes to Condensed Consolidated Financial Statements.

 

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

Supplemental disclosures of non-cash investing and financing activities:

 

During the three months ended March 31, 2014:

 

·                  As described in Note 4, “Equity,” 104,060 shares of common stock valued at $13,331,000 were issued in connection with stock grants; 638 shares valued at $78,000 were issued through the Company’s dividend reinvestment plan; and 33,365 shares valued at $3,567,000 were withheld to satisfy employees’ tax withholding and other liabilities.

 

·                  Common dividends declared but not paid totaled $150,304,000.

 

·                  The Company recorded a decrease of $1,081,000 in redeemable noncontrolling interest with a corresponding increase to accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture partners and DownREIT partnership units.  For further discussion of the nature and valuation of these items, see Note 11, “Fair Value.”

 

·                  The Company reclassified $1,573,000 of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company’s derivative and hedge accounting activity.

 

During the three months ended March 31, 2013:

 

·                  The Company issued 14,889,706 shares of common stock valued at $1,875,210,000 as partial consideration for the Archstone Acquisition (as defined in this Form 10-Q); 119,292 shares of common stock valued at $15,394,000 were issued in connection with stock grants;  550 shares valued at $76,000 were issued through the Company’s dividend reinvestment plan; 29,219 shares valued at $3,590,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 9,226 shares and options valued at $780,000 previously issued in connection with employee compensation were forfeited. In addition, the Company granted 215,230 options for common stock at a value of $5,768,000.

 

·                  The Company recorded a decrease to other liabilities and a corresponding decrease to interest expense, net of $1,414,000; and reclassified $1,391,000 of cash flow hedge losses from other comprehensive income to interest expense, net to record the impact of the Company’s derivative and hedge accounting activity.

 

·                  Common dividends declared but not paid totaled $138,438,000.

 

·                  The Company recorded $13,262,000 in redeemable noncontrolling interests associated with the acquisition of consolidated joint ventures as part of the Archstone Acquisition.  The Company also recorded an increase of $526,000 in redeemable noncontrolling interest with a corresponding decrease to accumulated earnings less dividends to adjust the redemption value associated with the put option held by a joint venture partner and DownREIT partnership units.

 

·                  The Company assumed secured indebtedness with a principal amount of $3,512,202,000 in conjunction with the Archstone Acquisition.  The Company also assumed an obligation related to outstanding preferred interests of approximately $67,500,000, included in accrued expenses and other liabilities.

 

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AVALONBAY COMMUNITIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1.  Organization, Basis of Presentation and Significant Accounting Policies

 

Organization and Basis of Presentation

 

AvalonBay Communities, Inc. (the “Company,” which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its consolidated subsidiaries), is a Maryland corporation that has 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 primarily in high barrier to entry markets of the United States. The Company’s primary markets are located in New England, the New York/New Jersey Metro area, the Mid-Atlantic, the Pacific Northwest and the Northern and Southern California regions of the United States.

 

At March 31, 2014, the Company owned or held a direct or indirect ownership interest in 245 operating apartment communities containing 73,195 apartment homes in 12 states and the District of Columbia, of which five communities containing 2,248 apartment homes were under reconstruction. In addition, the Company owned or held a direct or indirect ownership interest in 31 communities under construction that are expected to contain an aggregate of 9,179 apartment homes when completed. The Company also owned or held a direct or indirect ownership interest in land or rights to land in which the Company expects to develop an additional 45 communities that, if developed as expected, will contain an estimated 12,632 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 2013 Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading.  In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included.

 

Capitalized terms used without definition have 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 (dollars in thousands, except per share data):

 

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		For the three months ended
		3-31-14			3-31-13
Basic and diluted shares outstanding
Weighted average common shares - basic		129,288,771			119,680,510
Weighted average DownREIT units outstanding		7,500			7,500
Effect of dilutive securities		333,286			423,118
Weighted average common shares - diluted		129,629,557			120,111,128
Calculation of Earnings per Share - basic
Net income attributable to common stockholders		$	141,739		$	75,427
Net income allocated to unvested restricted shares		(232		)	(139		)
Net income attributable to common stockholders, adjusted		$	141,507		$	75,288
Weighted average common shares - basic		129,288,771			119,680,510
Earnings per common share - basic		$	1.09		$	0.63
Calculation of Earnings per Share - diluted
Net income attributable to common stockholders		$	141,739		$	75,427
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations		9			8
Adjusted net income available to common stockholders		$	141,748		$	75,435
Weighted average common shares - diluted		129,629,557			120,111,128
Earnings per common share - diluted		$	1.09		$	0.63

 

Certain options to purchase shares of common stock in the amounts of 605,899 and 608,148 were outstanding at March 31, 2014 and 2013, 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, 2014 is based on the average forfeiture activity over a period equal to the estimated life of the stock options, and was 1.0%. The application of estimated forfeitures did not materially impact compensation expense for the three months ended March 31, 2014 or 2013.

 

Derivative Instruments and Hedging Activities

 

The Company enters into interest rate swap and interest rate cap agreements (collectively, “Hedging Derivatives”) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements.  The Company does not enter into Hedging Derivatives transactions for trading or other speculative purposes. The Company assesses both at inception, and on an on-going basis, the effectiveness of qualifying cash flow and fair value hedges. Hedge ineffectiveness is reported as a component of general and administrative expenses. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair value of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net.  For Hedging Derivatives 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 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. The effective portion of the change in fair value of Hedging Derivatives that the Company has determined qualified as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding debt being hedged.

 

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Legal and Other Contingencies

 

The Company is involved in various claims and/or administrative proceedings that arise in the ordinary course of the Company’s business. While no assurances can be given, the Company does not believe that any of these outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

 

Acquisitions of Investments in Real Estate

 

The Company accounts for acquisitions of investments in real estate in accordance with the authoritative guidance for the initial measurement, which requires the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree to be recognized at fair value. Typical assets and liabilities acquired include land, building, furniture, fixtures, and equipment, and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases.  In making estimates of fair values for purposes of allocating purchase price, we utilize various sources, including our own analysis of recently acquired and existing comparable properties in our portfolio and other market data.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from those estimates.

 

Reclassifications

 

Certain reclassifications have been made to amounts in prior years’ financial statements to conform to current year presentations as a result of discontinued operations as described in Note 7, “Real Estate Disposition Activity.”

 

Recently Adopted Accounting Standards

 

In April 2014, the Financial Accounting Standards Board issued guidance updating the accounting and reporting for discontinued operations.  Under the recently issued guidance, only disposals representing a strategic shift in operations (e.g., a disposal of a major geographic area, a major line of business or a major equity method investment) will be presented as discontinued operations.  Additionally, the final standard requires expanded disclosures about dispositions that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations, as well as disposals of a significant part of an entity that does not qualify for discontinued operations reporting.  The final standard is effective in the first quarter of 2015 and allows for early adoption.  The Company adopted the guidance as of January 1, 2014.

 

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 $19,679,000 and $13,139,000 for the three months ended March 31, 2014 and 2013, respectively.

 

3.  Notes Payable, Unsecured Notes and Credit Facility

 

The Company’s mortgage notes payable, unsecured notes, Term Loan and Credit Facility, both as defined below, as of March 31, 2014 and December 31, 2013, are summarized below (dollars in thousands).  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, 2014 and December 31, 2013, as shown in the Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 7, “Real Estate Disposition Activities”).

 

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		3-31-14			12-31-13
Fixed rate unsecured notes (1)		$	2,600,000		$	2,600,000
Term Loan		250,000			—
Fixed rate mortgage notes payable - conventional and tax-exempt (2)		2,414,295			2,418,389
Variable rate mortgage notes payable - conventional and tax-exempt		1,010,883			1,011,609
Total notes payable and unsecured notes		6,275,178			6,029,998
Credit Facility		—			—
Total mortgage notes payable, unsecured notes and Credit Facility		$	6,275,178		$	6,029,998

 

(1)         Balances at March 31, 2014 and December 31, 2013 exclude $5,082 and $5,291 of debt discount, respectively, as reflected in unsecured notes, net on the Company’s Condensed Consolidated Balance Sheets.

(2)         Balances at March 31, 2014 and December 31, 2013 exclude $111,702 and $120,684 of debt premium, respectively, as reflected in mortgage notes payable on the Company’s Condensed Consolidated Balance Sheets.

 

In March 2014, the Company entered into a $300,000,000 variable rate unsecured term loan that matures in March 2021 (the “Term Loan”).  At March 31, 2014, the Company had drawn $250,000,000 of the available $300,000,000, with the option to draw the additional $50,000,000 until March 2015.

 

The Company has a $1,300,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the “Credit Facility”) which matures in April 2017. The Company has the option to extend the maturity by up to one year under two, six month extension options for an aggregate fee of $1,950,000. The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate (“LIBOR”), rating levels achieved on the unsecured notes and on a maturity schedule selected by the Company. The current stated pricing is LIBOR plus 1.05% (1.20% at March 31, 2014), assuming a one month borrowing rate.  The annual facility fee is approximately $1,950,000 based on the $1,300,000,000 facility size and based on the Company’s current credit rating.

 

The Company had no borrowings outstanding under the Credit Facility and had $52,300,000 and $65,018,000 outstanding in letters of credit that reduced the borrowing capacity as of March 31, 2014 and December 31, 2013, respectively.

 

In the aggregate, secured notes payable mature at various dates from November 2015 through July 2066, and are secured by certain apartment communities and improved land parcels (with a net carrying value of $4,445,256,000 excluding communities classified as held for sale, as of March 31, 2014).

 

As of March 31, 2014, the Company has guaranteed approximately $289,597,000 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 4.5% at both March 31, 2014 and December 31, 2013, respectively.  The weighted average interest rate of the Company’s variable rate mortgage notes payable (conventional and tax exempt), the Term Loan and its Credit Facility, including the effect of certain financing related fees, was 1.8% at both March 31, 2014 and December 31, 2013, respectively.

 

Scheduled payments and maturities of mortgage notes payable and unsecured notes outstanding at March 31, 2014 are as follows (dollars in thousands):

 

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											Stated
		Secured			Secured			Unsecured			interest rate
		notes			notes			notes			of unsecured
Year		payments			maturities			maturities			notes
2014		$	12,753		$	—		$	150,000		5.375	%
2015		16,743			603,044			—			—
2016		17,874			16,255			250,000			5.750	%
2017		19,060			710,491			250,000			5.700	%
2018		18,413			76,928			—			—
2019		7,145			610,811			—			—
2020		6,205			50,824			250,000			6.100	%
								400,000			3.625	%
2021		5,985			27,844			250,000			3.950	%
								250,000			LIBOR + 1.45	%
2022		6,352			—			450,000			2.950	%
2023		6,596			—			350,000			4.300	%
								250,000			3.000	%
Thereafter		85,878			1,125,977			—			—
		$	203,004		$	3,222,174		$	2,850,000

 

The Company was in compliance at March 31, 2014 with certain customary financial and other covenants under the Credit Facility, the Term Loan, and the Company’s fixed-rate unsecured notes.

 

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4.  Equity

 

The following summarizes the changes in equity for the three months ended March 31, 2014 (dollars in thousands):

 

								Accumulated			Accumulated			Total
					Additional			earnings			other			AvalonBay
		Common			paid-in			less			comprehensive			stockholders’			Noncontrolling			Total
		stock			capital			dividends			loss			equity			interests			equity
Balance at December 31, 2013		$	1,294		$	8,988,723		$	(345,254	)	$	(48,631	)	$	8,596,132		$	3,595		$	8,599,727
Net income attributable to common stockholders		—			—			141,739			—			141,739			—			141,739
Cash flow hedge loss reclassified to earnings		—			—			—			1,573			1,573			—			1,573
Change in redemption value of redeemable noncontrolling interest		—			—			1,081			—			1,081			—			1,081
Noncontrolling interests income allocation		—			—			—			—			—			7			7
Dividends declared to common stockholders		—			—			(150,304		)	—			(150,304		)	—			(150,304		)
Issuance of common stock, net of withholdings		2			4,033			(291		)	—			3,744			—			3,744
Amortization of deferred compensation		—			9,504			—			—			9,504			—			9,504
Balance at March 31, 2014		$	1,296		$	9,002,260		$	(353,029	)	$	(47,058	)	$	8,603,469		$	3,602		$	8,607,071

 

As of March 31, 2014 and December 31, 2013, the Company’s charter had authorized for issuance a total of 280,000,000 shares of common stock and 50,000,000 shares of preferred stock.

 

During the three months ended March 31, 2014, the Company:

 

(i)                                     issued 84,836 shares of common stock in connection with stock options exercised;

(ii)                                  issued 638 common shares through the Company’s dividend reinvestment plan;

(iii)                               issued 104,060 common shares in connection with stock grants; and

(iv)                              withheld 33,365 common shares to satisfy employees’ tax withholding and other liabilities.

 

Any deferred compensation related to the Company’s stock option and restricted stock grants during the three months ended March 31, 2014 is not reflected on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2014, and will not be reflected until earned as compensation cost.

 

In August 2012, the Company commenced a third continuous equity program (“CEP III”), under which the Company may sell up to $750,000,000 of shares of its common stock from time to time during a 36-month period.  Actual sales will depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company’s common stock and determinations by the Company of the appropriate sources of funding for the Company. In conjunction with CEP III, the Company engaged sales agents who receive compensation of approximately 1.5% of the gross sales price for shares sold.  The Company had no sales under CEP III during the three months ended March 31, 2014, and has $646,274,000 of shares that remain authorized for issuance under this program as of March 31, 2014.

 

5.  Archstone Acquisition

 

On February 27, 2013, pursuant to an asset purchase agreement (the “Purchase Agreement”) dated November 26, 2012, by and among the Company, Equity Residential and its operating partnership, ERP Operating Limited Partnership (together, “Equity Residential”), Lehman Brothers Holdings, Inc. (“Lehman”, which term is sometimes used in this report to refer to Lehman Brothers Holdings, Inc., and/or its relevant subsidiary or subsidiaries), and Archstone Enterprise LP (“Archstone,” which has since changed its name to Jupiter Enterprise LP), the Company, together with Equity Residential, acquired, directly or indirectly, all of Archstone’s assets, including all of the ownership interests in joint ventures and other entities owned by Archstone, and assumed Archstone’s liabilities, both known and unknown, with certain limited exceptions.

 

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Under the terms of the Purchase Agreement, the Company acquired approximately 40% of Archstone’s assets and liabilities and Equity Residential acquired approximately 60% of Archstone’s assets and liabilities (the “Archstone Acquisition”). The Company accounted for the acquisition as a business combination and recorded the purchase price to acquired tangible assets consisting primarily of direct and indirect interests in land and related improvements, buildings and improvements, construction in progress and identified intangible assets and liabilities, consisting primarily of the value of above and below market leases, the value of in-places leases, and acquired management fees, at their fair values.

 

During the three months ended March 31, 2013, the Company recognized $69,271,000 in acquisition related expenses associated with the Archstone Acquisition, with $29,457,000 reported as a component of equity in income (loss) of unconsolidated entities, and the balance in expensed acquisition, development, and other pursuit costs on the accompanying Consolidated Statements of Comprehensive Income.

 

Consideration

 

Pursuant to the Purchase Agreement and separate arrangements between the Company and Equity Residential governing the allocation of liabilities assumed under the Purchase Agreement, the Company’s portion of consideration under the Purchase Agreement consisted of the following:

 

·                  the issuance of 14,889,706 shares of the Company’s common stock, valued at $1,875,210,000 as of the market’s close on the closing date, February 27, 2013;

·                  cash payment of approximately $760,000,000;

·                  the assumption of consolidated indebtedness with a fair value of approximately $3,732,980,000, as of February 27, 2013, consisting of $3,512,202,000 principal amount of consolidated indebtedness and $220,777,000 representing the amount by which fair value of the aforementioned debt exceeds the principal face value, $70,479,000 of which excess related to $1,477,720,000 principal amount of debt the Company repaid concurrent with the Archstone Acquisition;

·                  the acquisition with Equity Residential of interests in entities that have preferred units outstanding, some of which may be presented for redemption from time to time. The Company’s 40% share of the fair value of the collective obligations, including accrued dividends on these outstanding Archstone preferred units as of February 27, 2013, was approximately $67,500,000; and

·                  the assumption with Equity Residential of all other liabilities, known or unknown, of Archstone, other than certain excluded liabilities. The Company shares 40% of the responsibility for these liabilities.

 

The following table presents information for assets acquired in the Archstone Acquisition that are included in the Company’s Consolidated Statement of Comprehensive Income from the closing date of the acquisition, February 27, 2013, through March 31, 2013 (in thousands).

 

		For the period including February 28, 2013 through March 31, 2013
Revenues		$	36,624
Loss attributable to common shareholders (1)		$	(22,635	)

 

(1) Amounts exclude acquisition costs for the Archstone Acquisition.

 

Pro Forma Information

 

The following table presents the Company’s supplemental consolidated pro forma information for the three months ended March 31, 2013, as if the acquisition had occurred on January 1, 2012 (unaudited) (in thousands):

 

		For the three months ended March 31, 2013
Revenues		$	384,078
Income from continuing operations		$	106,853
Earnings per common share - diluted (from continuing operations)		$	0.84

 

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The pro forma consolidated results are prepared for informational purposes only, and are based on assumptions and estimates considered appropriate by the Company’s management.  However, they are not necessarily indicative of what the Company’s consolidated financial condition or results of operations actually would have been assuming the Archstone Acquisition had occurred on January 1, 2012, nor do they purport to represent the consolidated financial position or results of operations for future periods.

 

6.  Investments in Real Estate Entities

 

Investment in unconsolidated entities

 

As of March 31, 2014, the Company had investments in seven unconsolidated real estate entities, excluding interest in the Residual JV (as defined in this Form 10-Q), with ownership interest percentages ranging from 15.2% to 31.3%. The Company accounts for its investments in unconsolidated real estate entities under the equity method of accounting. The significant accounting policies of the Company’s unconsolidated real estate entities are consistent with those of the Company in all material respects.

 

The following is a combined summary of the financial position of the entities accounted for using the equity method as of the dates presented (dollars in thousands):

 

		3-31-14			12-31-13
		(unaudited)			(unaudited)
Assets:
Real estate, net		$	1,883,464		$	1,890,496
Other assets		355,135			402,644
Total assets		$	2,238,599		$	2,293,140
Liabilities and partners’ capital:
Mortgage notes payable and credit facility		$	1,249,276		$	1,251,067
Other liabilities		39,532			29,677
Partners’ capital		949,791			1,012,396
Total liabilities and partners’ capital		$	2,238,599		$	2,293,140

 

The following is a combined summary of the operating results of the entities accounted for using the equity method for the periods presented (dollars in thousands):

 

		For the three months ended
		(unaudited)
		3-31-14			3-31-13
Rental and other income		$	51,132		$	43,827
Operating and other expenses		(21,171		)	(17,705		)
Gain on sale of communities		—			54,051
Interest expense, net		(13,890		)	(15,269		)
Depreciation expense		(14,417		)	(13,151		)
Net income		$	1,654		$	51,753

 

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In conjunction with the formation of AvalonBay Value Added Fund, L.P. (“Fund I”) and AvalonBay Value Added Fund II, L.P. (“Fund II”), the Company incurred costs in excess of its equity in the underlying net assets of the respective investments. These costs represent $5,404,000 at March 31, 2014 and $5,439,000 at December 31, 2013 of the respective investment balances.

 

As part of the formation of Fund I and 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 $7,500,000 for Fund I and approximately $8,910,000 for Fund II as of March 31, 2014).  As of March 31, 2014, the total amount of all distributions made by Fund I to that partner exceeds the minimum of the total capital contributions made by that partner, satisfying the Company’s guarantee.  As of March 31, 2014, the expected realizable value of the real estate assets owned by Fund II is 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, 2014, was not significant and therefore the Company has not recorded any obligation for either of these guarantees as of March 31, 2014.

 

Expensed Acquisition, Development and Other 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 the abandonment of Development Rights as well as costs incurred in pursuing the acquisition of assets or costs incurred pursuing the disposition of assets for which such disposition activity did not occur, in the amounts of $702,000 and $245,000 for the three months ended March 31, 2014 and 2013, respectively. These costs are included in expensed acquisition, development, and other pursuit costs on the accompanying Condensed Consolidated Statements of Comprehensive Income. Abandoned pursuit costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.

 

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 exceeds the estimated fair value of the long-lived asset. Based on periodic tests of recoverability of long-lived assets, the Company did not record any impairment losses for the three months ended March 31, 2014 and 2013.

 

The Company assesses its portfolio of land held for both development and investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land.  The Company did not recognize any impairment charges on its investment in land for the three months ended March 31, 2014 and 2013.

 

The Company also evaluates its unconsolidated investments for impairment, considering both the carrying value of the investment, estimated as the expected proceeds that it would receive if the entity were dissolved and the net assets were liquidated at their current GAAP basis, as well as the Company’s proportionate share of any impairment of assets held by unconsolidated investments. There were no impairment losses recognized by any of the Company’s investments in unconsolidated entities during the three months ended March 31, 2014 and 2013.

 

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7.  Real Estate Disposition Activities

 

During the three months ended March 31, 2014, the Company sold Avalon Valley located in Danbury, CT.  Avalon Valley, containing 268 homes, was sold for $53,325,000.  The Company’s gain in accordance with GAAP for the disposition was $37,869,000.

 

During the three months ended March 31, 2014, the limited partnership that owned Arna Valley View, a 101 apartment home community in Arlington, VA, sold the apartment community.  In conjunction with the sale of Arna Valley View, the Company received amounts due for its residual ownership interest of approximately $2,195,000, reported as a component of equity in income (loss) of unconsolidated entities on its Condensed Consolidated Statements of Comprehensive Income, included in this Form 10-Q.

 

The operations for any real estate assets sold from January 1, 2013 through March 31, 2014, which were classified as held for sale and discontinued operations as of and for the period ended December 31, 2013, have been presented as income from discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income. 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 (dollars in thousands):

 

		For the three months ended
		(unaudited)
		3-31-14			3-31-13
Rental income		$	579		$	14,002
Operating and other expenses		(269		)	(3,986		)
Depreciation expense		—			(4,270		)
Income from discontinued operations		$	310		$	5,746

 

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 generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change.  The Company expects to update its operating segments on April 1, 2014, primarily to include communities acquired as part of the Archstone Acquisition, as described in Note 5, “Archstone Acquisition,” in its Established Community portfolio.

 

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 each segment’s 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 the three months ended March 31, 2014 and 2013 is as follows (dollars in thousands):

 

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		For the three months ended
		3-31-14			3-31-13
Net income		$	141,599		$	75,469
Indirect operating expenses, net of corporate income		10,818			9,041
Investments and investment management expense		979			1,015
Expensed acquisition, development and other pursuit costs		715			40,059
Interest expense, net		42,533			38,174
General and administrative expense		9,236			10,039
Equity in loss (income) of unconsolidated entities		(5,223		)	18,564
Depreciation expense		106,367			105,559
Gain on sale of real estate assets		(37,869		)	(84,491		)
Income from discontinued operations		(310		)	(5,746		)
Net operating income		$	268,845		$	207,683

 

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 (dollars in thousands). 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, 2014 and 2013 has been adjusted for the real estate assets that were both sold between January 1, 2013 and March 31, 2014, and qualified as discontinued operations as of December 31, 2013, as described in Note 7, “Real Estate Disposition Activities.”

 

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