2018
ANNUAL REPORT
Dear Fellow Shareholders,
job and wage
growth,
Better-than-expected
accelerating household
formation, and strong
execution by our operations team produced better-
than-expected financial and operating results for
AvalonBay in 2018. Core FFO of $9.00 per share was
$0.07 per share above our initial outlook(1). Same-
store
increased 2.5%, which was
approximately 40 basis points above our initial
outlook, and same-store net operating
income
increased 2.3%, which was 30 basis points above our
initial outlook.
revenue
INVESTMENT ACTIVITY
Our development and construction teams were busy
in 2018. We completed the development of seven
new communities containing over 1,900 apartment
homes, representing $740 million in total capitalized
cost. These new communities are projected to
generate a weighted average initial stabilized yield of
6.4%, 10 basis points above our original expectations.
In addition, we commenced the construction of eight
new communities that we expect to contain over
2,100 apartment homes, representing $720 million in
projected total capitalized cost.
team. We
It was a similarly active year for our transaction
sold eight wholly-owned
markets
apartment communities and contributed
five
apartment communities located in New York City to a
newly formed joint venture in which the Company
retained a 20% interest, raising over $1.2 billion in net
proceeds. Simultaneously, the team increased our
presence in our expansion markets. In Southeast
Florida, we purchased The Alexander and Alexander
Lofts, a community containing 290 apartment homes
located
In the Denver
metropolitan area, we acquired two communities,
Ironwood at Red Rocks, a community containing 256
apartment homes located in Littleton, and The
Meadows, a community containing 240 apartment
homes
in Castle Rock. Collectively, this
transaction activity brought us closer to achieving our
long-term geographic portfolio allocation goals and
provided an attractive source of capital to fund new
development.
in West Palm Beach.
located
SUSTAINABILITY
further advanced our
Throughout 2018, we
Environmental, Social and Governance
(ESG)
leadership position. We achieved six new Leadership
in Energy and Environmental Design
(LEED)
certifications, bringing our portfolio total to 49 third-
party environmentally certified communities. Our
renewable energy platform is off to a strong start. At
year-end 2018, eight communities were producing a
total of 845kW of solar electricity annually, while
another 34 communities were being evaluated for
solar panel installation. Furthermore, in February
2019, we announced our commitment to setting
science-based emissions reduction targets to be
approved by the Science-Based Targets initiative
(SBTi). Science-based targets provide companies with
a defined path outlining the magnitude and speed by
which their greenhouse gas emissions need to be
reduced. Our commitment to science-based targets
demonstrates the strong position that AvalonBay is
taking on environmental sustainability and a low-
carbon future.
Our ESG efforts were recognized in 2018. The Global
Real Estate Sustainability Benchmark
(GRESB)
recognized AvalonBay as an industry leader, again,
In
awarding the Company four “Green Stars.”
addition, we were
included on Corporate
Responsibility Magazine’s 100 Best Global Corporate
Citizens list for the first time, and the Company
became a constituent of the FTSE4Good Index Series.
CULTURE & CUSTOMER SATISFACTION
AvalonBay associates remain unified by our purpose
of creating a better way to live and pride themselves
on creating experiences
that our customers
value. This is reflected in how both associates and
customers rate their experience with us.
Our 2018 Associate Perspective Survey, which was
conducted by a third-party firm, placed us among the
top 10% of companies for associate engagement
among companies surveyed by that firm. Also, for the
ranked among
second consecutive year, we
1
Glassdoor’s Top 100 Best Places to Work in the U.S.
based on ratings and reviews of employees.
This high level of associate engagement helped us
achieve a 500 basis point increase in our Net
Promoter Score (NPS) during 2018, our principal
customer satisfaction and loyalty metric. Customers
also shared their opinions about AvalonBay in over
8,000 new online reviews on sites like Google and
Facebook at an average rating of 4.5 out of 5, ranking
us #1 for online reputation among public multifamily
REITs by J. Turner Research for a third consecutive
year.
LOOKING AHEAD
We believe the U.S. economy will continue to expand
in 2019, albeit at a moderating pace as the year
progresses.
We expect apartment demand to remain strong,
supported by (i) a healthy labor market, (ii) favorable
demographics, and (iii) further delays
in family
formation (e.g., marriage, children). We project the
volume of new market rate apartment deliveries as a
percentage of existing market rate apartment stock
to increase modestly in our markets relative to 2018.
Taken together, we expect 2019 same-store revenue
to increase 3.0%, a 50 basis point improvement from
2018.
infill
We plan to commence construction on approximately
$950 million of new apartment communities in 2019.
These communities are primarily located in more
supply-constrained,
suburban submarkets,
where we believe development economics are
currently most attractive. At year-end 2018, our
Development Rights pipeline was composed of 28
future development opportunities, representing
approximately $4 billion in projected total capital
investment.
future growth
opportunities were controlled through a very modest
investment of $125 million, including land held for
development and invested pursuit costs. We plan to
continue
development
structure
to
opportunities primarily as
longer-term purchase
contracts with modest at-risk deposits to preserve
investment flexibility as the economic cycle matures.
Importantly,
these
new
remain
We
focused on match-funding new
development commitments with long-term capital.
This approach allows us to lock in the spread between
the projected development return and our cost of
capital and mitigates risk arising from changes in the
capital markets. At year-end 2018, we were
approximately 75% match-funded against our
existing development commitments.
is strong and well
Finally, our balance sheet
positioned. At year-end 2018, Net Debt-to-Core
EBITDAre was 4.6x and Unencumbered NOI stood at
91%.
CONCLUSION
By all accounts, 2018 was a better-than-expected
year for AvalonBay. Our financial and operating
initial expectations and we
results exceeded
advanced our
several
important areas of the business,
including ESG
impact, associate engagement and customer service.
leadership position
in
In 2019, we expect apartment market fundamentals
to support healthy growth within our stabilized
portfolio, and we plan to continue maximizing
optionality as we pursue new growth opportunities,
while maintaining balance sheet strength and
flexibility.
Lastly, 2018 marked our 25-year anniversary as a
publicly traded company and we commemorated the
occasion by ringing the New York Stock Exchange’s
closing bell on November 12th. We have enjoyed
tremendous success since our initial public offering,
having delivered a 12.9% annual return(2) to our
shareholders while the S&P 500 annual return over
the same period was 9.1%. Our accomplishments as a
publicly traded company would not be possible
without the support of our associates, shareholders,
business partners and residents – and for that, I say
thank you.
Sincerely,
Timothy J. Naughton
Chairman and CEO
2
NOTES
1. Initial (2018) outlook as provided by the Company on January 31, 2018.
2. Annual return (total shareholder return) is calculated by S&P Global Market Intelligence as the change in the
value over the period stated with all dividends reinvested. Annual return is presented as the compound annual
growth rate. Annual return for each year within the timeframe presented may vary.
DEFINITIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
AND OTHER TERMS USED IN THIS LETTER
EBITDA, EBITDAre and Core EBITDAre are considered by management to be supplemental measures of our financial
performance. EBITDA is defined by the Company as net income or loss attributable to the Company before interest
income and expense, income taxes, depreciation and amortization. EBITDAre is calculated by the Company in
accordance with the definition adopted by the Board of Governors of the National Association of Real Estate
Investment Trusts (“NAREIT”), as EBITDA plus or minus losses and gains on the disposition of depreciated property,
plus impairment write-downs of depreciated property, with adjustments to reflect the Company's share of EBITDAre
of unconsolidated entities. Core EBITDAre is the Company’s EBITDAre as adjusted for noncore items outlined in the
table below. By further adjusting for items that are not considered part of the Company’s core business operations,
Core EBITDAre can help one compare the core operating and financial performance of the Company between
periods. A reconciliation of EBITDA, EBITDAre and Core EBITDAre to net income is as follows (dollars in thousands):
Q4
2018
Net income
Interest expense, net, inclusive of loss on extinguishment of debt, net
Income tax refund
Depreciation expense
EBITDA
Gain on sale of communities
Joint venture EBITDAre adjustments
EBITDAre
Gain on other real estate transactions
Casualty and impairment loss
Business interruption insurance proceeds
Advocacy contributions
Severance related costs
Development pursuit write-offs and expensed transaction costs, net
Asset management fee intangible write-off
Legal settlements
Core EBITDAre
3
$
$
385,636
69,955
(247)
158,914
614,258
(242,532)
1,413
373,139
$
(9)
826
(26)
2,040
884
566
538
146
378,104
$
FFO and Core FFO are considered by management to be supplemental measures of our operating and financial
performance. FFO is calculated by the Company in accordance with the definition adopted by NAREIT. FFO,
sometimes referred to as Funds From Operations, is calculated by the Company as Net income or loss attributable
to common stockholders computed in accordance with GAAP, adjusted for gains or losses on sales of previously
depreciated operating communities, cumulative effect of a change in accounting principle, impairment write-downs
of depreciable real estate assets, write-downs of investments in affiliates which are driven by a decrease in the value
of depreciable real estate assets held by the affiliate and depreciation of real estate assets, including adjustments
for unconsolidated partnerships and joint ventures. By excluding gains or losses related to dispositions of previously
depreciated operating communities and excluding real estate depreciation (which can vary among owners of
identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one
compare the operating and financial performance of a company’s real estate between periods or as compared to
different companies. Core FFO is the Company's FFO as adjusted for non-core items outlined in the table below. By
further adjusting for items that are not considered part of our core business operations, Core FFO can help one
compare the core operating and financial performance of the Company between periods. A reconciliation of Net
income attributable to common stockholders to FFO and to Core FFO is as follows (dollars in thousands):
FULL YEAR
2018
Net income attributable to common stockholders
Depreciation - real estate assets, including joint venture adjustments
Distributions to noncontrolling interests
Gain on sale of unconsolidated entities holding previously depreciated real estate
Gain on sale of previously depreciated real estate
FFO attributable to common stockholders
Adjusting items:
Joint venture losses
Joint venture promote
Impairment loss on real estate
Casualty gain, net on real estate
Business interruption insurance proceeds
Lost NOI from casualty losses covered by business interruption insurance
Loss on extinguishment of consolidated debt
Advocacy contributions
Severance related costs
Development pursuit write-offs and expensed transaction costs, net
Gain on other real estate transactions
Legal settlements
Income taxes
Core FFO attributable to common stockholders
Average shares outstanding - diluted
Earnings per share - diluted
FFO per common share - diluted
Core FFO per common share - diluted
$
974,525
629,814
44
(10,655)
(374,976)
1,218,752
$
852
(925)
826
(612)
(26)
1,730
17,492
3,489
1,466
1,324
(344)
513
(251)
$
1,244,286
138,289,241
$
$
$
7.05
8.81
9.00
Net Debt-to-Core EBITDAre is calculated by the Company as total debt that is consolidated for financial reporting
purposes, less consolidated cash and cash in escrow, divided by annualized fourth quarter 2018 Core EBITDAre. A
calculation of Net Debt-to-Core EBITDAre is as follows (dollars in thousands):
Q4
2018
Total debt principal
Cash and cash in escrow
Net debt
$
$
7,102,355
(217,864)
6,884,491
Core EBITDAre
$
378,104
Core EBITDAre, annualized
$
1,512,416
Net Debt-to-Core EBITDAre
4.6x
NOI (net operating income) is defined by the Company as total property revenue less direct property operating
expenses (including property taxes), and excluding corporate-level income (including management, development
and other fees), corporate-level property management and other indirect operating expenses, investments and
investment management expenses, expensed transaction, development and other pursuit costs, net of recoveries,
interest expense, net, loss (gain) on extinguishment of debt, net, general and administrative expense, joint venture
income, depreciation expense, corporate income tax expense, casualty and impairment loss (gain), net, gain on sale
of communities, loss (gain) on other real estate transactions and net operating income from real estate assets sold
or held for sale. The Company considers NOI to be an important and appropriate supplemental performance
measure to Net Income of operating performance of a community or communities because it helps both investors
and management to understand the core operations of a community or communities prior to the allocation of any
corporate-level property management overhead or financing-related costs. NOI reflects the operating performance
of a community, and allows for an easier comparison of the operating performance of individual assets or groups of
assets. In addition, because prospective buyers of real estate have different financing and overhead structures, with
varying marginal impact to overhead as a result of acquiring real estate, NOI is considered by many in the real estate
industry to be a useful measure for determining the value of a real estate asset or groups of assets.
Projected NOI represents management’s estimate of projected stabilized rental revenue minus projected stabilized
operating expenses. Projected NOI is calculated based on the first twelve months of Stabilized Operations following
the completion of construction. Projected stabilized rental revenue represents management’s estimate of projected
gross potential minus projected stabilized economic vacancy and adjusted for projected stabilized concessions plus
projected stabilized other rental revenue. Projected stabilized operating expenses do not include interest, income
taxes (if any), depreciation or amortization, or any allocation of corporate-level property management overhead or
general and administrative costs. In addition, projected stabilized operating expenses do not include property
management fee expense. Projected gross potential for Development Communities is generally based on leased
rents for occupied homes and management’s best estimate of rental levels for homes which are currently unleased,
as well as those homes which will become available for lease during the twelve-month forward period used to
develop Projected NOI.
Stabilized Operations is defined as the earlier of (i) attainment of 95% physical occupancy or (ii) the one-year
anniversary of completion of development or redevelopment.
4
5
Unencumbered NOI as calculated by the Company represents NOI generated by real estate assets unencumbered
by outstanding secured debt as of December 31, 2018 as a percentage of total NOI generated by real estate assets.
The Company believes that current and prospective unsecured creditors of the Company view Unencumbered NOI
as one indication of the borrowing capacity of the Company. Therefore, when reviewed together with the Company’s
Interest Coverage, EBITDA and cash flow from operations, the Company believes that investors and creditors view
Unencumbered NOI as a useful supplemental measure for determining the financial flexibility of an entity. A
calculation of Unencumbered NOI for the year ended December 31, 2018 is as follows (dollars in thousands):
FULL YEAR
2018
Net income
Indirect operating expenses, net of corporate income
Investments and investment management expense
Expensed transaction, development and other pursuit costs, net of recoveries
Interest expense, net
Loss on extinguishment of debt, net
General and administrative expense
Joint venture income
Depreciation expense
Casualty and impairment loss, net
Gain on sale of communities
Gain on other real estate transactions
NOI from real estate assets sold or held for sale
NOI
Total Established
Other Stabilized
Redevelopment
Development
NOI
NOI for Established Communities
NOI for Other Stabilized Communities
NOI for Redevelopment Communities
NOI for Development Communities
NOI from real estate assets sold or held for sale
Total NOI generated by real estate assets
NOI on encumbered assets
NOI on unencumbered assets
Unencumbered NOI
$
974,175
76,522
7,709
4,309
220,974
17,492
56,205
(15,270)
631,196
215
(374,976)
(345)
(58,620)
1,539,586
$
$
$
$
$
$
1,165,509
178,172
143,471
52,434
1,539,586
1,165,509
178,172
143,471
52,434
58,620
1,598,206
142,271
1,455,935
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Commission file number 1-12672
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
77-0404318
(I.R.S. Employer
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)
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
Common Stock, par value $.01 per share
(Name of each exchange on which registered)
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Securities registered pursuant to Section 12(g) of the Act: None
Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
91%
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
Weighted average initial projected stabilized yield is calculated by the Company as Projected NOI as a percentage
of total capitalized cost (weighting is based on the Company’s share of the total capitalized cost of each community).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
6
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
No
The aggregate market value of the registrant's Common Stock, par value $.01 per share, held by nonaffiliates of the registrant, as of June 30,
2018 was $23,656,288,475.
The number of shares of the registrant's Common Stock, par value $.01 per share, outstanding as of January 31, 2019 was 138,508,567.
Portions of AvalonBay Communities, Inc.'s Proxy Statement for the 2019 annual meeting of stockholders, a definitive copy of which will be
filed with the SEC within 120 days after the year end of the year covered by this Form 10-K, are incorporated by reference herein as portions
of Part III of this Form 10-K.
Documents Incorporated by Reference
TABLE OF CONTENTS
PART I
PAGE
ITEM 1.
BUSINESS
ITEM 1A.
RISK FACTORS
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
COMMUNITIES
ITEM 3.
LEGAL PROCEEDINGS
ITEM 4.
MINE SAFETY DISCLOSURES
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
SELECTED FINANCIAL DATA
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULE
ITEM 16.
FORM 10-K SUMMARY
SIGNATURES
1
7
17
18
30
30
31
32
36
58
58
58
58
59
60
60
60
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61
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66
PART I
This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Our actual results could differ materially from those set forth in each forward-
looking statement. Certain factors that might cause such a difference are discussed in this report, including in the section entitled
“Forward-Looking Statements” included in this Form 10-K. You should also review Item 1A. “Risk Factors” for a discussion of
various risks that could adversely affect us.
ITEM 1. BUSINESS
General
AvalonBay Communities, Inc. (the “Company,” which term, unless the context otherwise requires, refers to AvalonBay
Communities, Inc. together with its subsidiaries), is a Maryland corporation that has elected to be treated as a real estate investment
trust (“REIT”) for federal income tax purposes. We develop, redevelop, acquire, own and operate multifamily communities
primarily in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and
Southern California. We focus on leading metropolitan areas in these regions that we believe are characterized by growing
employment in high wage sectors of the economy, higher cost of home ownership and a diverse and vibrant quality of life. We
believe these market characteristics offer the opportunity for superior risk-adjusted returns over the long-term on apartment
community investments relative to other markets that do not have these characteristics. We believe that Denver, Colorado, and
Southeast Florida share these characteristics and we began investing in these markets in 2017.
At January 31, 2019, we owned or held a direct or indirect ownership interest in:
•
•
269 operating apartment communities containing 78,365 apartment homes in 12 states and the District of Columbia, of
which 254 communities containing 74,706 apartment homes were consolidated for financial reporting purposes and 15
communities containing 3,659 apartment homes were held by unconsolidated entities in which we hold an ownership
interest. Nine of the consolidated communities containing 3,648 apartment homes were under redevelopment, as discussed
below;
21 communities under development that are expected to contain an aggregate of 6,609 apartment homes when completed
and one mixed-use project being developed in which we are currently pursuing a potential for-sale strategy of individual
condominium units; and
•
rights to develop an additional 28 communities that, if developed as expected, will contain 9,769 apartment homes.
We generally obtain ownership in an apartment community by developing a new community on either vacant land or land with
improvements that we raze, or by acquiring an existing community. In selecting sites for development or acquisition, we favor
locations that are near expanding employment centers and convenient to transportation, recreation areas, entertainment, shopping
and dining.
Our principal financial goal is to increase long-term shareholder value through the development, redevelopment, acquisition,
ownership and, when appropriate, disposition of apartment communities in our markets. To help meet this goal, we regularly
(i) monitor our investment allocation by geographic market and product type, (ii) develop, redevelop and acquire interests in
apartment communities in our selected markets, (iii) selectively sell apartment communities that no longer meet our long-term
strategy or when opportunities are presented to realize a portion of the value created through our investment and redeploy the
proceeds from those sales and (iv) endeavor to maintain a capital structure that is aligned with our business risks with a view to
maintaining continuous access to cost-effective capital. We pursue our development, redevelopment, investment and operating
activities with the purpose of Creating a Better Way to Live. Our strategic vision is to be the leading apartment company in select
US markets, providing a range of distinctive living experiences that customers value. We pursue this vision by targeting what we
believe are among the best markets and submarkets, leveraging our strategic capabilities in market research and consumer insight
and being disciplined in our capital allocation and balance sheet management. We operate our apartment communities under three
core brands Avalon, AVA and Eaves by Avalon, described in Item 2. "Communities." We pursue our development and redevelopment
activities primarily through in-house development and in-house redevelopment teams, which are complemented by our in-house
acquisition platform. We believe that our organizational structure, which includes dedicated development and operational teams
in each of our regions, and strong culture are key differentiators, providing us with highly talented, dedicated and capable associates.
1
During the three years ended December 31, 2018, we acquired 12 apartment communities and disposed of 21 apartment
communities, excluding unconsolidated investments and the five wholly-owned communities we contributed to the NYC Joint
Venture (as defined below) during 2018. During the three years ended December 31, 2018, we completed the development of 29
apartment communities and the redevelopment of 25 apartment communities.
We have investments in unconsolidated real estate entities with ownership interest percentages ranging from 20.0% to 55.0%,
excluding joint ventures formed with Equity Residential as part of the Archstone Acquisition. During the three years ended
December 31, 2018, excluding the NYC Joint Venture, we realized our pro rata share of the gain from the sale of 11 communities
owned by unconsolidated real estate entities.
During 2018, we contributed five wholly-owned operating communities located in New York, NY, to a newly formed joint venture
(the "NYC Joint Venture"). We retained a 20.0% interest in the venture and are acting as the managing member of the venture as
well as the property manager for the communities. The five communities contain an aggregate of 1,301 apartment homes and
58,000 square feet of retail space.
On February 27, 2013, pursuant to an asset purchase agreement dated November 26, 2012, the Company, together with Equity
Residential, acquired, directly or indirectly, all of the assets owned by Archstone Enterprise LP (“Archstone,” which has since
changed its name to Jupiter Enterprise LP), 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. Under the terms of
the purchase agreement, the Company acquired approximately 40.0% of Archstone's assets and liabilities and Equity Residential
acquired approximately 60.0% of Archstone’s assets and liabilities (the “Archstone Acquisition”).
A more detailed description of our unconsolidated real estate entities and the related investment activity can be found in the
discussion in Note 5, “Investments in Real Estate Entities,” of the Consolidated Financial Statements in Item 8 of this report and
in Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations.”
During 2018, excluding the five wholly-owned operating communities contributed to the NYC Joint Venture, we sold 10 operating
communities, including sales by unconsolidated entities, and recognized a gain in accordance with U.S. generally accepted
accounting principles (“GAAP”) of $205,770,000.
A further discussion of our development, redevelopment, disposition, acquisition, property management and related strategies
follows.
Development Strategy. We select land for development and follow established procedures that we believe minimize both the
cost and the risks of development. As one of the largest developers of multifamily rental apartment communities in our selected
markets, we identify development opportunities through local market presence and access to local market information achieved
through our regional offices. In addition to our principal executive office in Arlington, Virginia, we also maintain regional offices,
administrative offices or specialty offices, including offices that are in or near the following cities:
Fairfield, Connecticut;
Irvine, California;
Iselin, New Jersey;
• Bellevue, Washington;
• Boston, Massachusetts;
• Denver, Colorado;
•
•
•
• Melville, New York;
• Los Angeles, California;
• New York, New York;
San Diego, California;
•
San Francisco, California;
•
•
San Jose, California; and
• Virginia Beach, Virginia.
After selecting a target site, we usually negotiate for the right to acquire the site either through an option or a long-term conditional
contract. Options and long-term conditional contracts generally allow us to acquire the target site after the completion of entitlements
and shortly before the start of construction, which reduces development-related risks and preserves capital. However, as a result
of competitive market conditions for land suitable for development, we have sometimes acquired and held land prior to construction
for extended periods while entitlements are obtained, or acquired land zoned for uses other than residential with the potential for
rezoning. For further discussion of our Development Rights, refer to Item 2. “Communities” in this report.
We generally act as our own general contractor and construction manager, except for certain mid-rise and high-rise apartment
communities, where we may elect to use third-party general contractors as construction managers. We generally perform these
functions directly (although we may use a wholly-owned subsidiary) both for ourselves and for the joint ventures and partnerships
of which we are a member or a partner. We believe direct involvement in construction enables us to achieve higher construction
quality, greater control over construction schedules and cost savings. Our development, property management and construction
teams monitor construction progress to ensure quality workmanship and a smooth and timely transition into the leasing and
operating phase.
During periods where competition for development land is more intense, we may acquire improved land with existing commercial
uses and rezone the site for multifamily residential use. During the period that we hold these buildings for future development,
any rent received in excess of expenses from these operations, which we consider to be incidental, is accounted for as a reduction
in our investment in the development pursuit and not as net income. Any expenses relating to these operations, in excess of any
rents received, are accounted for as a reduction in net income. We have also participated, and may in the future participate, in
master planned or other large multi-use developments where we commit to build infrastructure (such as roads) to be used by other
participants or commit to act as construction manager or general contractor in building structures or spaces for third parties (such
as unimproved ground floor retail space, municipal garages or parks). Costs we incur in connection with these activities may be
accounted for as additional invested capital in the community or we may earn fee income for providing these services. Particularly
with large scale, urban in-fill developments, we may engage in significant environmental remediation efforts to prepare a site for
construction.
Throughout this report, the term “development” is used to refer to the entire property development cycle, including pursuit of
zoning approvals, procurement of architectural and engineering designs and the construction process. References to “construction”
refer to the actual construction of the property, which is only one element of the development cycle.
Redevelopment Strategy. When we undertake the redevelopment of a community, our goal is to renovate and/or rebuild an
existing community so that our total investment is generally below replacement cost and the community is well positioned in the
market to achieve attractive returns on our capital. We have dedicated redevelopment teams and procedures that are intended to
control both the cost and risks of redevelopment. Our redevelopment teams, which include redevelopment, construction and
property management personnel, monitor redevelopment progress. We believe we achieve significant cost savings by undertaking
the redevelopment primarily through an occupied turn strategy, in which we continue to operate the community as we install
improvements in occupied apartment homes, working to minimize any impact on our current residents.
Throughout this report, the term “redevelopment” is used to refer to the entire redevelopment cycle, including planning and
procurement of architectural and engineering designs, budgeting and actual renovation work. The actual renovation work is referred
to as “reconstruction,” which is only one element of the redevelopment cycle.
Disposition Strategy. We sell assets that no longer meet our long-term strategy or when real estate market conditions are favorable,
and we redeploy the proceeds from those sales to develop, redevelop and acquire communities and to rebalance our portfolio
across or within geographic regions. This also allows us to realize a portion of the value created through our investments and
provides additional liquidity. We are then able to redeploy the net proceeds from our dispositions in lieu of raising that amount of
capital externally. When we decide to sell a community, we generally solicit competing bids from unrelated parties for these
individual assets and consider the sales price and other terms of each proposal.
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As part of the Archstone Acquisition in 2013, we acquired, and still own, 14 assets that had previously been contributed by third
parties on a tax-deferred basis to an Archstone partnership in which the third parties received ownership interests. To protect the
tax-deferred nature of the contribution, the third parties are entitled to cash payments if we trigger tax obligations to the third
parties by selling, or failing to maintain sufficient levels of secured financing on, the contributed assets. Our tax protection payment
obligations with respect to these assets expire at different times and in some cases don’t expire until the death of a third party who
contributed ownership interests to the Archstone partnership. After review and investigation of Archstone’s tax and accounting
records, we estimate that, had we sold or taken other triggering actions in 2018 with respect to all 14 assets, the aggregate amount
of the tax protection payments that would have been triggered would have been approximately $48,300,000. At the present time,
we do not intend to take actions that would cause us to be required to make tax protection payments with respect to any of these
assets.
Acquisition Strategy. Our core competencies in development and redevelopment discussed above allow us to be selective in the
acquisitions we target. Acquisitions allow us to achieve rapid penetration into markets in which we desire an increased presence.
Acquisitions (and dispositions) also help us achieve our desired product mix or rebalance our portfolio. Portfolio growth also
allows for fixed general and administrative costs to be a smaller percentage of overall community Net Operating Income (“NOI”).
While we have achieved growth in the past through the establishment of discretionary real estate investments funds, which placed
certain limitations on our ability to acquire new communities during their investments periods, we are not presently pursuing the
formation of a new discretionary real estate investment fund, preferring at this time to maintain flexibility in shaping our portfolio
of wholly-owned assets through acquisitions and dispositions.
Property Management Strategy. We seek to increase operating income through innovative, proactive property management that
will result in higher revenue from communities while constraining operating expenses. Our principal strategies to maximize revenue
include:
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focusing on resident satisfaction;
staggering lease terms such that lease expirations are better matched to traffic patterns;
balancing high occupancy with premium pricing and increasing rents as market conditions permit; and
employing revenue management software to optimize the pricing and term of leases.
Constraining growth in operating expenses is another way in which we seek to increase earnings growth. Growth in our portfolio
and the resulting increase in revenue allows for fixed operating costs to be spread over a larger volume of revenue, thereby
increasing operating margins. We constrain growth in operating expenses in a variety of ways, which include, but are not limited
to, the following:
• we use purchase order controls, acquiring goods and services from pre-approved vendors;
• we use national negotiated contracts and also purchase supplies in bulk where possible;
• we bid third-party contracts on a volume basis;
• we strive to retain residents through high levels of service in order to eliminate the cost of preparing an apartment home
for a new resident and to reduce marketing and vacant apartment utility costs;
• we perform turnover work in-house or hire third parties, generally considering the most cost effective approach as well
as expertise needed to perform the work;
• we undertake preventive maintenance regularly to maximize resident safety and satisfaction, as well as to maximize
property and equipment life;
• we have a customer care center, centralizing and improving the efficiency and consistency in the application of our
policies for many of the administrative tasks associated with owning and operating apartment communities;
• we aggressively pursue real estate tax appeals; and
• we install high efficiency lighting and water fixtures, cogeneration systems and implement sustainability initiatives in
our operating platform.
We generally manage the operation and leasing activity of our communities directly (although we may use a wholly-owned
subsidiary) both for ourselves and the joint ventures and partnerships of which we are a member or a partner. From time to time
we may engage a third party to manage leasing and/or maintenance activity at one or more of our communities.
From time to time we also pursue or arrange ancillary services for our residents to provide additional revenue sources or increase
resident satisfaction. As a REIT, we generally cannot provide direct services to our residents that are not customarily provided by
a landlord, nor can we directly share in the income of a third party that provides such services. However, we can provide such
non-customary services to residents or share in the revenue or income from such services if we do so through a “taxable REIT
subsidiary,” which is a subsidiary that is treated as a “C corporation” subject to federal income taxes. See “Tax Matters” below.
Financing Strategy. Our financing strategy is to endeavor to maintain a capital structure that provides financial flexibility to
help ensure we can select cost effective capital market options that are well matched to our business risks. We estimate that our
short-term liquidity needs will be met from cash on hand, borrowings under our $1,500,000,000 revolving variable rate unsecured
credit facility (the “Credit Facility”), sales of current operating communities and/or issuance of additional debt or equity securities.
A determination to engage in an equity or debt offering depends on a variety of factors such as general market and economic
conditions, our short and long-term liquidity needs, the relative costs of debt and equity capital and growth opportunities. A
summary of debt and equity activity for the last three years is reflected on our Consolidated Statement of Cash Flows of the
Consolidated Financial Statements set forth in Item 8 of this report.
We have entered into, and may continue in the future to enter into, joint ventures (including limited liability companies or
partnerships) through which we would own an indirect economic interest of less than 100% of the community or communities
owned directly by such joint ventures. Our decision to either hold an apartment community in fee simple or to have an indirect
interest in the community through a joint venture is based on a variety of factors and considerations, including: (i) the economic
and tax terms required by a seller of land or of a community; (ii) our desire to diversify our portfolio of communities by market,
submarket and product type; (iii) our desire at times to preserve our capital resources to maintain liquidity or balance sheet strength;
and (iv) our projection, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a
joint venture vehicle is used. Investments in joint ventures are not limited to a specified percentage of our assets. Each joint venture
agreement is 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 agreement.
In addition, from time to time, we may offer shares of our equity securities, debt securities or options to purchase stock in exchange
for property. We may also acquire properties in exchange for properties we currently own.
Other Strategies and Activities. While we emphasize equity real estate investments in rental apartment communities, we have
the ability to invest in other types of real estate, mortgages (including participating or convertible mortgages), securities of other
REITs or real estate operating companies, or securities of technology companies that relate to our real estate operations or of
companies that provide services to us or our residents, in each case consistent with our qualification as a REIT. In addition, we
own and lease retail space at our communities when either (i) the highest and best use of the space is for retail (e.g., street level
in an urban area); (ii) we believe the retail space will enhance the attractiveness of the community to residents or; (iii) some
component of retail space is required to obtain entitlements to build apartment homes. As of December 31, 2018, we had a total
of approximately 681,000 square feet of rentable retail space, excluding retail space within communities currently under
development. Gross rental revenue provided by leased retail space in 2018 was $26,071,000 (1.1% of total revenue). We may also
develop a property in conjunction with another real estate company that will own and operate the retail or for-sale residential
components of a mixed-use building or project that we help develop. If we secure a development right and believe that its best
use, in whole or in part, is to develop the real estate with the intent to sell rather than hold the asset, we may, through a taxable
REIT subsidiary, develop real estate for sale. Any investment in securities of other entities, and any development of real estate for
sale, is subject to the percentage of ownership limitations, gross income tests, and other limitations that must be observed for REIT
qualification.
On-site property management teams receive bonuses based largely upon the revenue, expense, NOI and customer service metrics
produced at their respective communities. We use and continuously seek ways to improve technology applications to help manage
our communities, believing that the accurate collection of financial and resident data will enable us to maximize revenue and
control costs through careful leasing decisions, maintenance decisions and financial management.
We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers and do not intend to do
so. At all times we intend to make investments in a manner so as to qualify as a REIT unless, because of circumstances or changes
to the Internal Revenue Code of 1986, as amended (the “Code”) (or the Treasury Regulations thereunder), our Board of Directors
determines that it is no longer in our best interest to qualify as a REIT.
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Tax Matters
We filed an election with our 1994 federal income tax return to be taxed as a REIT under the Code and intend to maintain our
qualification as a REIT in the future. As a REIT, with limited exceptions, such as those described under “Property Management
Strategy” above, we will not be taxed under federal and certain state income tax laws at the corporate level on our taxable net
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income to the extent taxable net income is distributed to our stockholders. We expect to make sufficient distributions to avoid
income tax at the corporate level. While we believe that we are organized and qualified as a REIT and we intend to operate in a
manner that will allow us to continue to qualify as a REIT, there can be no assurance that we will be successful in this regard.
Qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are limited
judicial and administrative interpretations and involves the determination of a variety of factual matters and circumstances not
entirely within our control.
Competition
We face competition from other real estate investors, including insurance companies, pension and investment funds, other REITs,
and other well capitalized investors, to acquire and develop apartment communities and acquire land for future development. As
an owner and operator of apartment communities, we also face competition for prospective residents from other operators whose
communities may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given
the quality, location and amenities that the resident seeks. We also compete against condominiums and single-family homes that
are for sale or rent. Although we often compete against large, sophisticated developers and operators for development opportunities
and for prospective residents, real estate developers and operators of any size can provide effective competition for both real estate
assets and potential residents.
Environmental and Related Matters
As a current or prior owner, operator and developer of real estate, we are subject to various federal, state and local environmental
laws, regulations and ordinances and also could be liable to third parties resulting from environmental contamination or
noncompliance at our communities. For some Development Communities we undertake extensive environmental remediation to
prepare the site for construction, which could be a significant portion of our total construction cost. Environmental remediation
efforts could expose us to possible liabilities for accidents or improper handling of contaminated materials during construction.
These and other risks related to environmental matters are described in more detail in Item 1A. “Risk Factors.”
We believe that more government regulation of energy use, along with a greater focus on environmental protection, may, over
time, have a significant impact on urban growth patterns. If changes in zoning to encourage greater density and proximity to mass
transit do occur, such changes could benefit multifamily housing and those companies with a competency in high-density
development. However, there can be no assurance as to whether or when such changes in regulations or zoning will occur or, if
they do occur, whether the multifamily industry or the Company will benefit from such changes.
Other Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain copies of our
SEC filings, free of charge, from the SEC's website at www.sec.gov.
We maintain a website at www.avalonbay.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and amendments to those reports, filed or furnished pursuant to the Securities Exchange Act of 1934 are available
free of charge in the “Investor Relations” section of our website as soon as reasonably practicable after the reports are filed with
or furnished to the SEC. In addition, the charters of our Board's Nominating and Corporate Governance Committee, Audit
Committee and Compensation Committee, as well as our Director Independence Standards, Corporate Governance Guidelines,
Code of Business Conduct and Ethics, Policy Regarding Shareholder Rights Agreements, Policy Regarding Shareholder Approval
of Future Severance Agreements, Executive Stock Ownership Guidelines, Policy on Political Contributions and Government
Relations, Policy for Recoupment of Incentive Compensation, and Sustainability Reports, are available free of charge in that
section of our website or by writing to AvalonBay Communities, Inc., Ballston Tower, Suite 800, 671 N. Glebe Rd., Arlington,
Virginia 22203, Attention: Chief Financial Officer. To the extent required by the rules of the SEC and the NYSE, we will disclose
amendments and waivers relating to these documents in the same place on our website. The information posted on our website is
not incorporated into this Annual Report on Form 10-K.
We were incorporated under the laws of the State of California in 1978. In 1995, we reincorporated in the State of Maryland and
have been focused on the ownership and operation of apartment communities since that time. As of January 31, 2019, we had
3,087 employees.
ITEM 1A. RISK FACTORS
Our operations involve various risks that could have adverse consequences, including those described below. This Item 1A. includes
forward-looking statements. You should refer to our discussion of the qualifications and limitations on forward-looking statements
in this Form 10-K.
Development, redevelopment, construction and operating risks could affect our profitability.
We intend to continue to develop and redevelop apartment home communities. These activities can include long planning and
entitlement timelines and can involve complex and costly activities, including significant environmental remediation or
construction work in high-density urban areas. These activities may be exposed to the following risks:
• we may abandon opportunities that we have already begun to explore for a number of reasons, including changes in local
market conditions or increases in construction or financing costs, and, as a result, we may fail to recover expenses already
incurred in exploring those opportunities;
occupancy rates and rents at a community may fail to meet our original expectations for a number of reasons, including
changes in market and economic conditions beyond our control and the development by competitors of competing
communities;
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• we may be unable to obtain, or experience delays in obtaining, necessary zoning, occupancy or other required governmental
or third party permits and authorizations, which could result in increased costs or the delay or abandonment of
opportunities;
• we may incur costs that exceed our original estimates due to increased material, labor or other costs;
• we may be unable to complete construction and lease-up of a community on schedule, resulting in increased construction
and financing costs and a decrease in expected rental revenues;
• we may be unable to obtain financing with favorable terms, or at all, for the proposed development of a community,
which may cause us to delay or abandon an opportunity;
• we may incur liabilities to third parties during the development process, for example, in connection with managing existing
improvements on the site prior to tenant terminations and demolition (such as commercial space) or in connection with
providing services to third parties (such as the construction of shared infrastructure or other improvements); and
• we may incur liability if our communities are not constructed and operated in compliance with the accessibility provisions
of the Americans with Disabilities Acts, the Fair Housing Act or other federal, state or local requirements. Noncompliance
could result in imposition of fines, an award of damages to private litigants and a requirement that we undertake structural
modifications to remedy the noncompliance.
We estimate construction costs based on market conditions at the time we prepare our budgets, and our projections include changes
that we anticipate but cannot predict with certainty. Construction costs may increase, particularly for labor and certain materials
and, for some of our Development Communities and Development Rights (as defined below), the total construction costs may be
higher than the original budget. Total capitalized cost includes all capitalized costs incurred and projected to be incurred to develop
or redevelop a community, determined in accordance with GAAP, including:
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land and/or property acquisition costs;
fees paid to secure air rights and/or tax abatements;
construction or reconstruction costs;
costs of environmental remediation;
real estate taxes;
capitalized interest and insurance;
loan fees;
permits;
professional fees;
allocated development or redevelopment overhead; and
other regulatory fees.
Costs to redevelop communities that have been acquired have, in some cases, exceeded our original estimates and similar increases
in costs may be experienced in the future. We cannot assure you that market rents in effect at the time new Development or
Redevelopment Communities complete lease-up will be sufficient to fully offset the effects of any increased construction or
reconstruction costs.
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The construction and maintenance of our communities include a risk of major casualty events that could materially damage our
property and the property of others and pose the risk of personal injury. While we carry insurance for such risks in amounts we
deem reasonable, we cannot assure that such insurance will be adequate, and when we have incurred and in the future may incur
such casualties, we are subject to losses on account of deductibles and self-insured amounts in any event. Such casualties may
also expose us in the future to higher insurance premiums, greater construction or operating costs (either voluntarily assumed by
us or as a result of new local regulations) and risks to our reputation among prospective residents or municipalities from which
we may seek approvals in the future, all of which could have a material adverse effect on our business and our financial condition
and results of operations.
Unfavorable changes in market and economic conditions could adversely affect occupancy, rental rates, operating expenses
and the overall market value of our real estate assets.
Local conditions in our markets significantly affect occupancy, rental rates and the operating performance of our communities.
The risks that may adversely affect conditions in those markets include the following:
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corporate restructurings and/or layoffs, industry slowdowns and other factors that adversely affect the local economy;
an oversupply of, or a reduced demand for, apartment homes;
a decline in household formation or employment or lack of employment growth;
the inability or unwillingness of residents to pay rent increases;
rent control or rent stabilization laws, or other laws regulating housing, that could prevent us from raising rents sufficiently
to offset increases in operating costs; and
economic conditions that could cause an increase in our operating expenses, such as increases in property taxes, utilities,
compensation of on-site associates and routine maintenance.
Rent control and other changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations
or expose us to liability.
We must develop, construct and operate our communities in compliance with numerous federal, state and local laws and regulations,
some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and
regulations may include zoning laws, building codes, landlord/tenant laws and other laws generally applicable to business
operations. Noncompliance with laws could expose us to liability.
Lower revenue growth or significant unanticipated expenditures may result from our need to comply with changes in (i) laws
imposing remediation requirements and the potential liability for environmental conditions existing on properties or the restrictions
on discharges or other conditions, (ii) rent control or rent stabilization laws or other residential landlord/tenant laws or (iii) other
governmental rules and regulations or enforcement policies affecting the development, use and operation of our communities,
including changes to building codes and fire and life-safety codes.
We have seen a recent increase in municipalities implementing, considering or being urged by advocacy groups to consider rent
control or rent stabilization laws and regulations or take other actions that could limit our ability to raise rents based solely on
market conditions. For example, in 2016 in Mountain View, California, the voters passed a referendum that limits rent increases
on existing tenants (but not on new move-ins) in communities built before 1995. These initiatives and any other future enactments
of rent control or rent stabilization laws or other laws regulating multi-family housing, as well as any lawsuits against the Company
arising from such rent control or other laws, may reduce rental revenues or increase operating costs. Such laws and regulations
may limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could
make it more difficult for us to dispose of properties in certain circumstances. Expenses associated with our investment in these
communities, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances
cause a reduction in rental income from the community.
Short-term leases expose us to the effects of declining market rents.
Substantially all of our apartment leases are for a term of one year or less. Because these leases generally permit the residents to
leave at the end of the lease term without penalty, our rental revenues are impacted by declines in market rents more quickly than
if our leases were for longer terms.
Competition could limit our ability to lease apartment homes or increase or maintain rents.
Our apartment communities compete with other housing alternatives to attract residents, including other rental apartments,
condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family
homes for sale. Competitive residential housing in a particular area could adversely affect our ability to lease apartment homes
and to increase or maintain rental rates.
Attractive investment opportunities may not be available, which could adversely affect our profitability.
We expect that other real estate investors, including insurance companies, pension and investment funds, other REITs and other
well-capitalized investors, will compete with us to acquire existing properties and to develop new properties. This competition
could increase prices for properties of the type we would likely pursue and adversely affect our profitability for new investments.
Capital and credit market conditions may adversely affect our access to various sources of capital and/or the cost of capital,
which could impact our business activities, dividends, earnings and common stock price, among other things.
In periods when the capital and credit markets experience significant volatility, the amounts, sources and cost of capital available
to us may be adversely affected. We primarily use external financing to fund construction and to refinance indebtedness as it
matures. If sufficient sources of external financing are not available to us on cost effective terms, we could be forced to limit our
development and redevelopment activity and/or take other actions to fund our business activities and repayment of debt, such as
selling assets, reducing our cash dividend or paying out less than 100% of our taxable income. To the extent that we are able and/
or choose to access capital at a higher cost than we have experienced in recent years (reflected in higher interest rates for debt
financing or a lower stock price for equity financing), absent changes in other factors, our earnings per share and cash flows could
be adversely affected. In addition, the price of our common stock may fluctuate significantly and/or decline in a high interest rate
or volatile economic environment. We believe that the lenders under our Credit Facility will fulfill their lending obligations
thereunder, but if economic conditions deteriorate, there can be no assurance that the ability of those lenders to fulfill their
obligations would not be adversely impacted.
Insufficient cash flow could affect our debt financing and create refinancing risk.
We are subject to the risks associated with debt financing, including the risk that our available cash will be insufficient to meet
required payments of principal and interest on our debt. In this regard, in order for us to continue to qualify as a REIT, we are
required to annually distribute dividends generally equal to at least 90% of our REIT taxable income, computed without regard
to the dividends paid deduction and excluding any net capital gain. This requirement limits the amount of our cash flow available
to meet required principal and interest payments. The principal outstanding balance on a portion of our debt will not be fully
amortized prior to its maturity. Although we may be able to repay our debt by using our cash flows, we cannot assure you that we
will have sufficient cash flows available to make all required principal payments. Therefore, we may need to refinance at least a
portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that a refinancing
will not be done on as favorable terms; either of these outcomes could have a material adverse effect on our financial condition
and results of operations.
Rising interest rates could increase interest costs and could affect the market price of our common stock, and efforts to hedge
such risk could be ineffective and cause us to incur costs.
We currently have, and may in the future incur, contractual variable interest rate debt. In addition, we regularly seek access to both
fixed and variable rate debt financing to repay maturing debt and to finance our development and redevelopment activity.
Accordingly, if interest rates increase, our interest costs will also rise, unless we have made arrangements that hedge the risk of
rising interest rates. In addition, an increase in market interest rates may lead purchasers of our common stock to demand a greater
annual dividend yield, which could adversely affect the market price of our common stock.
From time to time we use interest rate derivatives to hedge and manage our exposure to certain interest rate risks. For example,
from time to time, when we anticipate issuing debt securities, we may seek to limit our exposure to fluctuations in interest rates
during the period prior to issuance of the securities by entering into interest rate hedging contracts. Although these agreements
may partially protect against rising interest rates, they also may reduce the benefits to the Company if interest rates decline. The
settlement of interest rate hedging contracts has involved and may in the future involve material charges to our earnings. In addition,
our use of interest rate hedging arrangements may expose us to additional risks, including a risk that a counterparty to a hedging
arrangement may fail to honor its obligations. Developing and implementing an effective interest rate risk strategy is complex and
no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our
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hedging activities will be effective. Termination of these hedging agreements may involve net costs, such as transaction fees,
settlement costs and/or breakage costs.
Bond financing and zoning and other compliance requirements could limit our income, restrict the use of communities and
cause favorable financing to become unavailable.
We have financed some of our apartment communities with obligations issued by local government agencies because the interest
paid to the holders of this debt is generally exempt from federal income taxes and, therefore, the interest rate is generally more
favorable to us. These obligations are commonly referred to as “tax-exempt bonds” and generally must be secured by mortgages
on our communities. As a condition to obtaining tax-exempt financing, or on occasion as a condition to obtaining favorable zoning
or an agreement relating to property taxes in some jurisdictions, we will commit to make some of the apartments in a community
available to households whose income does not exceed certain thresholds (e.g., 50% or 80% of area median income), or who meet
other qualifying tests. As of December 31, 2018, 5.2% of our apartment homes at current operating communities were under
income limitations such as these. These commitments, which may run without expiration or may expire after a period of time
(such as 15 or 20 years), may limit our ability to raise rents and, as a consequence, may also adversely affect the value of the
communities subject to these restrictions. In addition, if we fail to observe these commitments, we could lose benefits (such as
reduced property taxes) or face liabilities including liability for the benefits we received under tax exempt bonds or agreements
related to property taxes.
In addition, some of our tax-exempt bond financing documents require us to obtain a guarantee from a financial institution of
payment of the principal of, and interest on, the bonds. The guarantee may take the form of a letter of credit, surety bond, guarantee
agreement or other additional collateral. If the financial institution defaults in its guarantee obligations, or if we are unable to
renew the applicable guarantee or otherwise post satisfactory collateral, a default will occur under the applicable tax-exempt bonds
and the community could be foreclosed upon if we do not redeem the bonds.
Risks related to indebtedness.
We have a Credit Facility with a syndicate of commercial banks. Our organizational documents do not limit the amount or percentage
of indebtedness that may be incurred. Accordingly, subject to compliance with outstanding debt covenants, we could incur more
debt, resulting in an increased risk of default on our obligations and an increase in debt service requirements that could adversely
affect our financial condition and results of operations.
Failure to generate sufficient revenue or other liquidity needs could limit cash flow available for distributions to stockholders.
A decrease in rental revenue, or liquidity needs such as the repayment of indebtedness or funding of our development activities,
could have an adverse effect on our ability to pay distributions to our stockholders. Significant expenditures associated with each
community such as debt service payments, if any, real estate taxes, insurance and maintenance costs are generally not reduced
when circumstances cause a reduction in income from a community.
The form, timing and/or amount of dividend distributions in future periods may vary and be impacted by economic and other
considerations.
The form, timing and/or amount of dividend distributions will be declared at the discretion of the Board of Directors and will
depend on actual cash from operations, our financial condition, capital requirements, the annual distribution requirements under
the REIT provisions of the Code and other factors as the Board of Directors may consider relevant. The Board of Directors may
modify our dividend policy from time to time.
We may choose to pay dividends in our own stock, in which case stockholders may be required to pay tax in excess of the cash
they receive.
We may distribute taxable dividends that are payable in part in our stock. Taxable stockholders receiving such dividends will be
required to include the full amount of the dividend as income to the extent of our current and accumulated earnings and profits
for federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess
of the cash dividend received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales
proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock
at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect
to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, the trading price
of our stock would experience downward pressure if a significant number of our stockholders sell shares of our stock in order to
pay taxes owed on dividends.
We may experience regulatory or economic barriers to selling apartment communities that could limit liquidity and financial
flexibility.
The mortgages on properties that are subject to secured debt, our Credit Facility and the indenture under which a substantial portion
of our debt was issued contain customary restrictions, requirements and other limitations, as well as certain financial and operating
covenants including maintenance of certain financial ratios. Maintaining compliance with these restrictions could limit our
flexibility. A default in these requirements, if uncured, could result in a requirement that we repay indebtedness, which could
materially adversely affect our liquidity and increase our financing costs. Refer to Item 7. “Management's Discussion and Analysis
of Financial Condition and Results of Operations” for further discussion.
Potential difficulties in selling real estate in our markets may limit our ability to change or reduce the apartment communities in
our portfolio promptly in response to changes in economic or other conditions. Federal tax laws may limit our ability to earn a
gain on the sale of a community (unless we own it through a subsidiary which will incur a taxable gain upon sale) if we are found
to have held, acquired or developed the community primarily with the intent to resell the community, and this limitation may affect
our ability to sell communities without adversely affecting returns to our stockholders. In addition, real estate in our markets can
at times be difficult to sell quickly at prices we find acceptable.
The mortgages on properties that are subject to secured debt generally include provisions which stipulate a prepayment penalty
or payment that we will be obligated to pay in the event that we elect to repay the mortgage note prior to the earlier of (i) the stated
maturity of the note or (ii) the date at which the mortgage note is prepayable without such penalty or payment. If we elect to repay
some or all of the outstanding principal balance for our mortgage notes, we may incur prepayment penalties or payments under
these provisions which could materially adversely affect our results of operations.
Failure to maintain our current credit ratings could adversely affect our cost of funds, related margins, liquidity and access
to capital markets.
There are two major debt rating agencies that routinely evaluate and rate our debt. Their ratings are based on a number of factors,
which include their assessment of our financial strength, liquidity, capital structure, asset quality, amount of real estate under
development, and sustainability of cash flow and earnings, among other factors. If market conditions change, we may not be able
to maintain our current credit ratings, which could adversely affect our cost of funds and related margins, liquidity and access to
capital markets.
Debt financing may not be available and equity issuances could be dilutive to our stockholders.
Our ability to execute our business strategy depends on our access to cost effective debt and equity financing. Debt financing may
not be available in sufficient amounts or on favorable terms. If we issue additional equity securities, the interests of existing
stockholders could be diluted.
From time to time we dispose of properties in transactions intended to qualify as “like-kind exchanges” under Section 1031 of the
Code. If a transaction intended to qualify as a Section 1031 exchange is later determined to be taxable, we may face adverse tax
consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties
on a tax deferred basis.
Acquisitions may not yield anticipated results.
Our business strategy includes acquiring as well as developing communities. Our acquisition activities may be exposed to the
following risks:
•
•
an acquired property may fail to perform as we expected in analyzing our investment; and
our estimate of the costs of operating, repositioning or redeveloping an acquired property may prove inaccurate.
10
11
Failure to succeed in new markets, or with new brands and community formats, or in activities other than the development,
ownership and operation of residential rental communities may have adverse consequences.
We may from time to time commence development activity or make acquisitions outside of our existing market areas if appropriate
opportunities arise. For example, in 2017 we entered the Denver, Colorado, and Southeast Florida markets, where we have now
engaged, and continue to pursue, development and acquisition opportunities. Our historical experience in our existing markets in
developing, owning and operating rental communities does not ensure that we will be able to operate successfully in new markets,
should we choose to enter them. We may be exposed to a variety of risks if we choose to enter new markets, including an inability
to accurately evaluate local apartment market conditions; an inability to obtain land for development or to identify appropriate
acquisition opportunities; an inability to hire and retain key personnel; and a lack of familiarity with local governmental and
permitting procedures.
Although we are primarily in the multifamily rental business, we also own and lease ancillary retail and commercial space, in
particular when such tenants represent the best use of the space, as is often the case with large urban in-fill developments. Gross
rental revenue provided by leased retail/commercial space in our portfolio represented 1.1% of our total revenue in 2018. The
long term nature of our retail/commercial leases and characteristics of many of our tenants (small, local businesses) may subject
us to certain risks. We may not be able to lease new space for rents that are consistent with our projections or at market rates. Also,
when leases for our existing retail/commercial space expire, the space may not be relet or the terms of reletting, including the cost
of allowances and concessions to tenants, may be less favorable than the current lease terms. Our properties compete with other
properties with retail/commercial space. The presence of competitive alternatives may affect our ability to lease space and the
level of rents we can obtain. If our retail/commercial tenants experience financial distress or bankruptcy, they may fail to comply
with their contractual obligations, seek concessions in order to continue operations or cease their operations, which could adversely
impact our results of operations and financial condition.
We also may engage or have an interest in for-sale activity. For example, we have indicated that we may pursue the sale of residential
condominium units as a disposition strategy from the residential component of our development at 15 West 61st Street, New York,
New York. We may be unsuccessful at developing real estate with the intent to sell or in selling condominiums as a disposition
strategy for an asset, which could have an adverse effect on our results of operations.
Land we hold with no current intent to develop may be subject to future impairment charges.
We own parcels of land that we do not currently intend to develop. As discussed in Item 2. “Communities—Other Land and Real
Estate Assets,” in the event that the fair market value of a parcel changes such that we determine that the carrying basis of the
parcel reflected in our financial statements is greater than the parcel's then current fair value, less costs to dispose, we would be
subject to an impairment charge, which would reduce our net income.
We are exposed to various risks from our real estate activity through joint ventures.
Instead of acquiring, developing or maintaining ownership of apartment communities as a wholly-owned investment, at times we
invest in real estate as a partner or a co-venturer with other investors. Joint venture investments (including investments through
partnerships or limited liability companies) involve risks, including the possibility that our partner might become insolvent or
otherwise refuse to make capital contributions when due; that we may be responsible to our partner for indemnifiable losses; that
our partner might at any time have business goals that are inconsistent with ours; and that our partner may be in a position to take
action or withhold consent contrary to our instructions or requests. Frequently, we and our partner may each have the right to
trigger a buy-sell arrangement that could cause us to sell our interest, or acquire our partner's interest, at a time when we otherwise
would not have initiated such a transaction.
We are exposed to risks associated with investment in and management of discretionary real estate investment funds and joint
ventures.
We have investment interests in unconsolidated real estate entities (collectively, "ventures") ranging from 20.0% to 55.0%. The
ventures present risks, including the following:
•
•
our subsidiaries that are the general partner or managing member of the ventures are generally liable, under applicable
law or the governing agreement of a venture, for the debts and obligations of the respective venture, subject to certain
exculpation and indemnification rights pursuant to the terms of the governing agreement;
investors in the ventures holding a majority of the equity interests may remove us as the general partner or managing
member in certain cases involving cause;
• while we have broad discretion to manage the ventures, the investors or an advisory committee comprised of
representatives of the investors must approve certain matters, and as a result we may be unable to cause the ventures to
implement certain decisions that we consider beneficial; and
• we may be liable and/or our status as a REIT may be jeopardized if either the ventures, or the REIT entities associated
with the ventures, fail to comply with various tax or other regulatory matters.
The governance provisions of our joint ventures with Equity Residential could adversely affect our flexibility in dealing with
such joint venture assets and liabilities.
In connection with the Archstone Acquisition, we created joint ventures with Equity Residential that manage or have an interest
in certain of the acquired assets and liabilities. These structures involve participation in the ventures by Equity Residential whose
interests and rights may not be the same as ours. Joint ownership of an investment in real estate involves risks not associated with
direct ownership of real estate, including the risk that Equity Residential may at any time have economic or other business interests
or goals which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties
held in the joint ventures or the timing of the termination and liquidation of the joint ventures. Under the form for the joint venture
arrangements, neither we nor Equity Residential expect to individually have the sole power to control the ventures, and an impasse
could occur, which could adversely affect the applicable joint venture and decrease potential returns to us and our investors.
We rely on information technology in our operations, and any breach, interruption or security failure of that technology, or
any non-compliance with applicable laws with respect to the use of that technology, could have a negative impact on our
business, results of operations, financial condition and/or reputation.
Information security risks have generally increased in recent years due to the rise in new technologies and the increased
sophistication and activities of perpetrators of cyber attacks.
We collect and hold personally identifiable information of our residents and prospective residents in connection with our leasing
and property management activities, and we collect and hold personally identifiable information of our associates in connection
with their employment. In addition, we engage third party service providers that may have access to such personally identifiable
information in connection with providing necessary information technology and security and other business services to us.
We address potential breaches or disclosure of this confidential personally identifiable information by implementing a variety of
security measures intended to protect the confidentiality and security of this information including (among others) engaging
reputable, recognized firms to help us design and maintain our information technology and data security systems, including testing
and verification of their proper and secure operations on a periodic basis. We also maintain cyber risk insurance to provide some
coverage for certain risks arising out of data and network breaches.
However, there can be no assurance that we will be able to prevent unauthorized access to this information. Any failure in or
breach of our operational or information security systems, or those of our third party service providers, as a result of cyber attacks
or information security breaches, could result in a wide range of potentially serious harm to our business operations and financial
prospects, including (among others) disruption of our business and operations, disclosure or misuse of confidential or proprietary
information (including personal information of our residents and/or associates), damage to our reputation, and/or potentially
significant legal and/or financial liabilities and penalties.
Various laws and regulations and interpretations thereof, as well as agreements with payment processors, require, or may require,
us to comply with rules related to our websites for use by residents and prospective residents, including requirements related to
accessibility of our websites to persons with disabilities and our handling of data collection. We could face liabilities for failure
to comply with these requirements. We could incur costs to comply with stricter and more complex data privacy, data collection
and information security laws and standards.
We are exposed to risks that are either uninsurable, not economically insurable or in excess of our insurance coverage, including
risks discussed below.
Earthquake risk. As further described in Item 2. “Communities—Insurance and Risk of Uninsured Losses,” many of our West
Coast communities are located in the general vicinity of active earthquake faults. We cannot assure you that an earthquake would
not cause damage or losses greater than insured levels. In the event of a loss in excess of insured limits, we could lose our capital
invested in the affected community, as well as anticipated future revenue from that community. We would also continue to be
obligated to repay any mortgage indebtedness or other obligations related to the community. Any such loss could materially and
adversely affect our business and our financial condition and results of operations.
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13
Insurance coverage for earthquakes can be costly and in limited supply. As a result, we may experience shortages in desired
coverage levels if market conditions are such that insurance is not available or the cost of insurance makes it, in the Company's
view, economically impractical.
Severe or inclement weather risk. We are exposed to risks associated with inclement or severe weather, including hurricanes,
severe winter storms and coastal flooding. Severe or inclement weather may result in increased costs resulting from increased
maintenance, repair of water and wind damage, removal of snow and ice, and, in the case of our Development Communities,
delays in construction that result in increased construction costs and delays in realizing rental revenues from a community.
A single catastrophe that affects one of our regions, such as an earthquake that affects the West Coast or a hurricane or severe
winter storm that affects the Mid-Atlantic, Metro New York/New Jersey or New England regions, may have a significant negative
effect on our financial condition and results of operations.
Climate change risk. To the extent that significant changes in the climate occur in areas where our communities are located, we
may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or
a decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate change
be material in nature, including significant property damage to or destruction of our communities, or occur for lengthy periods of
time, our financial condition or results of operations may be adversely affected. In addition, changes in federal, state and local
legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing
properties and our new development properties (for example, to improve their energy efficiency and/or resistance to inclement
weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income.
Terrorism risk. We have significant investments in large metropolitan markets, such as Metro New York/New Jersey and
Washington, D.C., which have in the past been or may in the future be the target of actual or threatened terrorist attacks. Future
terrorist attacks in these markets could directly or indirectly damage our communities, both physically and financially, or cause
losses that exceed our insurance coverage and that could have a material adverse effect on our business, financial condition and
results of operations.
A significant uninsured property or liability loss could have a material adverse effect on our financial condition and results of
operations.
In addition to the earthquake insurance discussed above, we carry commercial general liability insurance, property insurance and
terrorism insurance with respect to our communities on terms and in amounts 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 the Company's view, economically impractical. If an uninsured property
loss or a property loss in excess of insured limits were to occur, we could lose our capital invested in a community, as well as the
anticipated future revenues from such community. We would also continue to be obligated to repay any mortgage indebtedness
or other obligations related to the community. If an uninsured liability to a third party were to occur, we would incur the cost of
defense and settlement with, or court ordered damages to, that third party. A significant uninsured property or liability loss could
have a material adverse effect on our business and our financial condition and results of operations.
We may incur costs due to environmental contamination or non-compliance.
Under various federal, state and local environmental and public health laws, regulations and ordinances, we may be required,
regardless of knowledge or responsibility, to investigate and remediate the effects of hazardous or toxic substances or petroleum
product releases at our properties (including in some cases natural substances such as methane and radon gas) and may be held
liable under these laws or common law to a governmental entity or to third parties for property, personal injury or natural resources
damages and for investigation and remediation costs incurred as a result of the contamination. These damages and costs may be
substantial and may exceed any insurance coverage we have for such events. The presence of these substances, or the failure to
properly remediate the contamination, may adversely affect our ability to borrow against, develop, sell or rent the affected property.
In addition, some environmental laws create or allow a government agency to impose a lien on the contaminated site in favor of
the government for damages and costs it incurs as a result of the contamination.
The development, construction and operation of our communities are subject to regulations and permitting under various federal,
state and local laws, regulations and ordinances, which regulate matters including wetlands protection, storm water runoff and
wastewater discharge. These laws and regulations may impose restrictions on the manner in which our communities may be
developed, and noncompliance with these laws and regulations may subject us to fines and penalties.
Certain federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos
containing materials (“ACMs”) when such materials are in poor condition or in the event of renovation or demolition of a building.
These laws and the common law may impose liability for release of ACMs and may allow third parties to seek recovery from
owners or operators of real properties for personal injury associated with exposure to ACMs. We are not aware that any ACMs were
used in the construction of the communities we developed. ACMs were, however, used in the construction of a number of the
communities that we have acquired. Although we implement an operations and maintenance program at each of the communities
at which ACMs are detected, we may fail to adequately observe such program or a disturbance of ACMs may occur nevertheless,
exposing us to liability.
We are aware that some of our communities have lead paint and have implemented an operations and maintenance program at
each of those communities.
Environmental agencies and third parties may assert claims for remediation or personal injury based on the alleged actual or
potential intrusion into buildings of chemical vapors from soils or groundwater underlying or in the vicinity of those buildings or
on nearby properties.
All of our stabilized operating communities, and all of the communities that we are currently developing, have been subjected to
at least a Phase I or similar environmental assessment, which generally does not involve invasive techniques such as soil or
groundwater sampling. These assessments, together with subsurface assessments conducted on some properties, have not revealed,
and we are not otherwise aware of, any environmental conditions that we believe would have a material adverse effect on our
business, assets, financial condition or results of operations. In connection with our ownership, operation and development of
communities, from time to time we undertake substantial remedial action in response to the presence of subsurface or other
contaminants, including contaminants in soil, groundwater and soil vapor beneath or affecting our buildings. In some cases, an
indemnity exists upon which we may be able to rely if environmental liability arises from the contamination or remediation costs
exceed estimates. There can be no assurance, however, that all necessary remediation actions have been or will be undertaken at
our properties or that we will be indemnified, in full or at all, in the event that environmental liability arises.
Mold growth may occur when excessive moisture accumulates in buildings or on building materials, particularly if the moisture
problem remains undiscovered or is not addressed over a period of time. Certain molds may in some instances lead to adverse
health effects, including allergic or other reactions. To help limit mold growth, we educate residents about the importance of
adequate ventilation and request or require that they notify us when they see mold or excessive moisture. We have established
procedures for promptly addressing and remediating mold or excessive moisture from apartment homes when we become aware
of its presence regardless of whether we or the resident believe a health risk is presented. However, we cannot provide assurance
that mold or excessive moisture will be detected and remediated in a timely manner. If a significant mold problem arises at one
of our communities, we could be required to undertake a costly remediation program to contain or remove the mold from the
affected community and could be exposed to other liabilities that may exceed any applicable insurance coverage.
Additionally, we have occasionally been involved in developing, managing, leasing and operating various properties for third
parties. Consequently, we may be considered to have been an operator of such properties and, therefore, potentially liable for
removal or remediation costs or other potential costs which relate to the release or presence of hazardous or toxic substances or
petroleum products at such properties.
We cannot assure you that:
•
•
•
•
•
•
the environmental assessments described above have identified all potential environmental liabilities;
no prior owner created any material environmental condition not known to us or the consultants who prepared the
assessments;
no environmental liabilities have developed since the environmental assessments were prepared;
the condition of land or operations in the vicinity of our communities, such as the presence of underground storage tanks,
will not affect the environmental condition of our communities;
future uses or conditions, including, without limitation, changes in applicable environmental laws and regulations, will
not result in the imposition of environmental liability; and
no environmental liabilities will arise at communities that we have sold for which we may have liability.
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To maintain our qualification as a REIT for federal income tax purposes, not more than 50% in value of our outstanding stock
may be owned, directly or indirectly, by or for five or fewer individuals at any time during the last half of any taxable year. To
maintain this qualification, and/or to address other concerns about concentrations of ownership of our stock, our charter generally
prohibits ownership (directly, indirectly by virtue of the attribution provisions of the Code, or beneficially as defined in Section 13
of the Securities Exchange Act) by any single stockholder of more than 9.8% of the issued and outstanding shares of any class or
series of our stock. In general, under our charter, pension plans and mutual funds may directly and beneficially own up to 15% of
the outstanding shares of any class or series of stock. Under our charter, our Board of Directors may in its sole discretion waive
or modify the ownership limit for one or more persons, but it is not required to do so even if such waiver would not affect our
qualification as a REIT. These ownership limits may prevent or delay a change in control and, as a result, could adversely affect
our stockholders' ability to realize a premium for their shares of common stock.
As a Maryland corporation, we are subject to the provisions of the Maryland General Corporation Law. Maryland law imposes
restrictions on some business combinations and requires compliance with statutory procedures before some mergers and
acquisitions may occur, which may delay or prevent offers to acquire us or increase the difficulty of completing any offers, even
if they are in our stockholders' best interests. In addition, other provisions of the Maryland General Corporation Law permit the
Board of Directors to make elections and to take actions without stockholder approval (such as classifying our Board such that
the entire Board is not up for re-election annually) that, if made or taken, could have the effect of discouraging or delaying a change
in control.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Our success depends on key personnel whose continued service is not guaranteed.
Our success depends in part on our ability to attract and retain the services of executive officers and other personnel. Our executive
officers make important capital allocation decisions or recommendations to our Board of Directors from among the opportunities
identified by our regional offices. There is substantial competition for qualified personnel in the real estate industry, and the loss
of our key personnel could adversely affect the Company.
Failure to qualify as a REIT would cause us to be taxed as a corporation, which would significantly reduce funds available
for distribution to stockholders.
If we fail to qualify as a REIT for federal income tax purposes, we will be subject to regular U.S. federal corporate income tax on
our taxable income. In addition, unless we are entitled to relief under applicable statutory provisions, we would be ineligible to
make an election for treatment as a REIT for the four taxable years following the year in which we lose our qualification. The
additional tax liability resulting from the failure to qualify as a REIT would significantly reduce or eliminate the amount of funds
available for distribution to our stockholders. Furthermore, we would no longer be required to make distributions to our stockholders.
Thus, our failure to qualify as a REIT could also impair our ability to expand our business and raise capital, and would adversely
affect the value of our common stock.
We believe that we are organized and qualified as a REIT, and we intend to operate in a manner that will allow us to continue to
qualify as a REIT. However, we cannot assure you that we are qualified as a REIT, or that we will remain qualified in the future.
This is because qualification as a REIT involves the application of highly technical and complex provisions of the Code for which
there are only limited judicial and administrative interpretations and involves the determination of a variety of factual matters and
circumstances not entirely within our control. Our qualification as a REIT will depend on our satisfaction of certain asset, income,
organizational, distribution, shareholder ownership and other requirements on a continuing basis. In addition, future legislation,
new regulations, administrative interpretations or court decisions may significantly change the tax laws or the application of the
tax laws with respect to qualification as a REIT for federal income tax purposes or the federal income tax consequences of this
qualification.
Even if we qualify as a REIT, we will be subject to certain federal, state and local taxes on our income and property and on taxable
income that we do not distribute to our stockholders. In addition, we hold through our taxable REIT subsidiaries certain assets
and engage in certain activities that a REIT could not engage in directly. We also use taxable REIT subsidiaries to hold certain
assets that we believe would be subject to the 100% prohibited transaction tax if sold at a gain outside of a taxable REIT subsidiary
or to engage in activities that generate non-qualifying REIT income. Our taxable REIT subsidiaries are subject to U.S. tax as
regular corporations. The Archstone Acquisition increased the amount of assets held through our taxable REIT subsidiaries.
Prospective investors are urged to consult with their tax advisors regarding the effects of recently enacted tax legislation and
other legislative, regulatory and administrative developments.
On December 22, 2017, H.R. 1, informally titled the Tax Cuts and Jobs Act (the “TCJA”), was enacted. The TCJA made major
changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. The
long-term effect of the significant changes made by the TCJA remains uncertain, and additional administrative guidance will be
required in order to fully evaluate the effect of many provisions. The effect of any technical corrections with respect to the TCJA
could have an adverse effect on us or our stockholders or holders of our debt securities.
The ability of our stockholders to control our policies and effect a change of control of our company is limited by certain
provisions of our charter and bylaws and by Maryland law.
There are provisions in our charter and bylaws that may discourage a third party from making a proposal to acquire us, even if
some of our stockholders might consider the proposal to be in their best interests. These provisions include the following:
Our charter authorizes our Board of Directors to issue up to 50,000,000 shares of preferred stock without stockholder approval
and to establish the preferences and rights, including voting rights, of any series of preferred stock issued. The Board of Directors
may issue preferred stock without stockholder approval, which could allow the Board to issue one or more classes or series of
preferred stock that could discourage or delay a tender offer or a change in control.
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ITEM 2. COMMUNITIES
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, Redevelopment
Communities and Unconsolidated Communities. While we generally establish the classification of communities on an annual
basis, we intend to update the classification of communities during the calendar year to the extent that our plans with regard to the
disposition or redevelopment of a community change during the year. The following is a description of each category:
Current Communities are categorized as Established, Other Stabilized, Lease-Up, Redevelopment or Unconsolidated according
to the following attributes:
• Established Communities (also known as Same Store Communities) are consolidated communities in the markets where
we have a significant presence (New England, New York/New Jersey, Mid-Atlantic, Pacific Northwest, and Northern
and Southern California) and where a comparison of operating results from the prior year to the current year is meaningful,
as these communities were owned and had stabilized occupancy as of the beginning of the respective prior year. The
Established Communities for the year ended December 31, 2018 are communities that are consolidated for financial
reporting purposes, had stabilized occupancy as of January 1, 2017, are not conducting or planning to conduct substantial
redevelopment activities, and are not held for sale or planned for disposition within the fiscal 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 consolidated communities that have stabilized occupancy, as defined
above, as January 1, 2018, or which were acquired during the year ended December 31, 2018. Other Stabilized
Communities includes stabilized operating communities in our expansion markets of Denver, Colorado, and Southeast
Florida, but excludes communities that are conducting or planning to conduct substantial redevelopment activities within
the fiscal year.
•
Lease-Up Communities are consolidated communities where construction has been complete for less than one year and
where physical occupancy has not reached 95%.
• Redevelopment Communities are consolidated communities where substantial redevelopment is in progress or is planned
to begin during the fiscal year. Redevelopment is considered substantial when capital invested during the reconstruction
effort is expected to exceed the lesser of $5,000,000 or 10% of the community's pre-redevelopment basis and is expected
to have a material impact on the operations of the community, including occupancy levels and future rental rates.
• Unconsolidated Communities are communities that we have an indirect ownership interest in through our investment
interest in an unconsolidated entity.
Development Communities are communities that are either currently under construction, or were under construction and
completed during the fiscal year. These communities may be partially complete and operating.
Development Rights are development opportunities in the early phase of the development process where we either have an
option to acquire land or enter into a leasehold interest, where we are the buyer under a long-term conditional contract to
purchase land, where we control the land through a ground lease or own land to develop a new community, or where we are
the designated developer in a public-private partnership. We capitalize related pre-development costs incurred in pursuit of
new developments for which we currently believe future development is probable.
We currently lease our corporate headquarters located in Arlington, Virginia, as well as our other regional and administrative offices
under operating leases.
As of December 31, 2018, communities that we owned or held a direct or indirect interest in were classified as follows:
Number of
communities
Number of
apartment homes
Current Communities
Established Communities:
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Total Established
Other Stabilized Communities:
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Expansion Markets
Non-Core
Total Other Stabilized
Lease-Up Communities
Redevelopment Communities
Unconsolidated Communities
Total Current Communities
Development Communities (1)
Total Communities
Development Rights
35
35
28
14
36
46
194
4
9
7
2
4
9
5
3
43
9
9
15
270
21
291
28
8,301
10,389
9,274
3,256
10,798
12,883
54,901
1,164
2,363
2,593
860
1,111
3,220
1,408
1,014
13,733
2,608
3,648
3,659
78,549
6,609
85,158
9,769
_________________________________
(1) Development Communities excludes the development of 15 West 61st Street, expected to contain 172 residential units and 67,000 square
feet of retail space. We are pursuing a potential for-sale strategy of individual condominium units for the residential portion, while we would
maintain ownership of the retail portion.
Our holdings under each of the above categories are discussed on the following pages.
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We generally establish the composition of our Established Communities portfolio annually. Changes in the Established
Communities portfolios for the years ended December 31, 2018, 2017 and 2016 were as follows:
Number of
communities
Established Communities as of December 31, 2015
Communities added
Communities removed (1):
Redevelopment Communities
Disposed Communities
Communities with multiple phases combined
Established Communities as of December 31, 2016
Communities added
Communities removed (1):
Redevelopment Communities
Disposed Communities
Other Stabilized (2)
Communities with multiple phases combined
Established Communities as of December 31, 2017
Communities added
Communities removed (1):
Redevelopment Communities
Disposed Communities (3)
Other Stabilized (2)
Communities with multiple phases separated
Established Communities as of December 31, 2018
_________________________________
177
25
(3)
(6)
(2)
191
17
(10)
(6)
(1)
(1)
190
25
(9)
(13)
(1)
2
194
(1) We remove a community from our Established Communities portfolio if we believe that planned activity for a community for the upcoming
year will result in that community's expected operations not being comparable to the prior year period. We believe that a community's
expected operations will not be comparable to the prior year period when we intend either (i) to undertake a significant capital renovation
of the community, such that we would consider the community to be classified as a Redevelopment Community; (ii) to dispose of a community
through a sale or other disposition transaction; or (iii) when a significant casualty loss occurs.
(2) Community was moved from the Established Communities portfolio to the Other Stabilized portfolio as a result of a casualty loss that
occurred during the year and impacted operations.
(3) Includes the five wholly-owned communities contributed to the NYC Joint Venture.
Current Communities
Our Current Communities include garden-style apartment communities consisting of multi-story buildings of stacked flats and/or
townhome apartments in landscaped settings, as well as mid and high rise apartment communities consisting of larger elevator-
served buildings of four or more stories, frequently with structured parking. As of January 31, 2019, our Current Communities
consisted of the following:
Garden-style
Mid-rise
High-rise
Total Current Communities
Number of
communities
Number of
apartment homes
131
110
28
269
39,699
30,296
8,370
78,365
As discussed in Item 1. “Business,” we operate under three core brands Avalon, AVA and Eaves by Avalon. We believe that this
branding differentiation allows us to target our product offerings to multiple customer groups and submarkets within our existing
geographic footprint. Our core “Avalon” brand focuses on upscale apartment living and high end amenities and services. “AVA”
targets customers in high energy, transit-served urban neighborhoods and generally feature smaller apartments, many of which are
designed for roommate living with an emphasis on modern design and a technology focus. “Eaves by Avalon” is targeted to the
cost conscious, “value” segment in suburban areas. We believe that these brands allow us to further penetrate our existing markets
by targeting our market by consumer preference and attitude as well as by location and price.
We also have an extensive and ongoing maintenance program to continually maintain and enhance our communities and apartment
homes. The aesthetic appeal of our communities and a service-oriented property management team, focused on the specific needs
of residents, enhances market appeal to discriminating residents. We believe our mission of Creating a Better Way To Live helps
us achieve higher rental rates and occupancy levels while minimizing resident turnover and operating expenses.
Our Current Communities are located in the following geographic markets:
New England
Boston, MA
Fairfield, CT
Metro NY/NJ
New York City, NY
New York Suburban
New Jersey
Mid-Atlantic
Washington Metro/Baltimore, MD
Pacific Northwest
Seattle, WA
Northern California
San Jose, CA
Oakland-East Bay, CA
San Francisco, CA
Southern California
Los Angeles, CA
Orange County, CA
San Diego, CA
Expansion markets
Denver, CO
Southeast Florida
Non-Core
Number of
communities at
Number of
apartment homes at
Percentage of total
apartment homes at
1/31/2018
1/31/2019
1/31/2018
1/31/2019
1/31/2018
1/31/2019
50
40
10
51
13
18
20
40
40
18
18
41
12
13
16
62
40
13
9
2
1
1
47
37
10
54
14
19
21
41
41
17
17
42
12
13
17
60
40
12
8
5
3
2
12,392
10,422
1,970
14,470
4,909
4,419
5,142
14,461
14,461
4,669
4,669
12,222
4,713
3,847
3,662
17,764
11,916
3,621
2,227
622
252
370
3
267
3
269
1,014
77,614
11,846
9,876
1,970
15,279
5,089
4,573
5,617
14,380
14,380
4,538
4,538
12,548
4,713
3,847
3,988
17,352
11,916
3,370
2,066
1,408
748
660
1,014
78,365
15.9%
13.4 %
2.5 %
18.6%
6.3 %
5.7 %
6.6 %
18.6%
18.6 %
6.0%
6.0 %
15.8%
6.1 %
5.0 %
4.7 %
23.0%
15.4 %
4.7 %
2.9 %
0.8%
0.3 %
0.5 %
15.1%
12.6 %
2.5 %
19.5%
6.5 %
5.8 %
7.2 %
18.4%
18.4 %
5.8%
5.8 %
16.0%
6.0 %
4.9 %
5.1 %
22.1%
15.2 %
4.3 %
2.6 %
1.8%
1.0 %
0.8 %
1.3%
100.0 %
1.3%
100.0 %
20
21
We manage and operate substantially all of our Current Communities. During the year ended December 31, 2018, we completed
construction of seven communities containing 1,915 apartment homes, one of which was developed through an unconsolidated
joint venture, and sold 10 operating communities containing an aggregate of 2,321 apartment homes, as well as the five communities
contributed to the NYC Joint Venture. The average age of our Current Communities, on a weighted average basis according to
number of apartment homes, is 19.2 years. When adjusted to reflect redevelopment activity, as if redevelopment were a new
construction completion date, the weighted average age of our Current Communities is 9.9 years.
Of the Current Communities, as of January 31, 2019, we owned (directly or through wholly-owned subsidiaries):
•
252 operating communities, including 241 with a full fee simple, or absolute, ownership interest and 11 that are on land
subject to a land lease. The land leases have various expiration dates from October 2026 to March 2142, and six of the
land leases are used to support tax advantaged structures that ultimately allow us to purchase the land upon lease expiration.
• A general partnership interest and an indirect limited partnership interest in Archstone Multifamily Partners AC LP (the
“U.S. Fund”), Multifamily Partners AC JV LP (the “AC JV”) and North Point II JV, LP, subsidiaries of which own five,
two and one operating communities, respectively. One community owned by the U.S. Fund is subject to a land lease.
• A membership interest in four limited liability companies, one of which, the NYC Joint Venture, through subsidiaries
owns a fee simple interest in three operating communities and a leasehold interest in two additional operating communities,
and three ventures that each hold a fee simple interest in an operating community.
• A general partnership interest in one partnership structured as a “DownREIT,” as described more fully below, that owns
one community.
We also hold, directly or through wholly-owned subsidiaries, the full fee simple ownership interest in our Development
Communities, as well as a mixed-use project currently being developed in which we are pursuing a potential for-sale strategy of
individual condominium units.
In our partnership structured as a DownREIT, one of our wholly-owned subsidiaries is the general partner, and there are limited
partners whose interest in the partnership is represented by units of limited partnership interest. Limited partners are entitled to
receive an initial distribution before any distribution is made to the general partner. Under the partnership agreement for the
DownREIT, the distributions per unit paid to the holders of units of limited partnership interests are equal to our current common
stock dividend amount. The holders of units of limited partnership interest have the right to present all or some of their units for
redemption for a cash amount as determined by the partnership agreement and based on the fair value of our common stock. In
lieu of a cash redemption by the partnership, we may elect to acquire any unit presented for redemption for one share of our
common stock or for such cash amount. As of January 31, 2019, there were 7,500 DownREIT partnership units outstanding. The
DownREIT partnership is consolidated for financial reporting purposes.
Development Communities
As of December 31, 2018, we owned or held a direct or indirect interest in 21 Development Communities under construction. We
expect these Development Communities, when completed, to add a total of 6,609 apartment homes and 87,000 square feet of retail
space to our portfolio for a total capitalized cost, including land acquisition costs, of approximately $2,383,000,000. Additionally,
we are pursuing a potential for-sale strategy of individual condominium units for the residential portion of the 15 West 61st Street
development, which is currently under construction and when completed is expected to contain 172 residential units and 67,000
square feet of retail space for a total capitalized cost of $620,000,000. We currently intend to own and operate the retail portion
of the development. We cannot assure you that we will meet our schedule for construction completion or that we will meet our
budgeted costs, either individually, or in the aggregate. You should carefully review Item 1A. “Risk Factors” for a discussion of
the risks associated with development activity and our discussion under Item 7. “Management's Discussion and Analysis of
Financial Condition and Results of Operations” (including the factors identified under “Forward-Looking Statements”) for further
discussion of development activity.
The following table presents a summary of the Development Communities. We hold a fee simple ownership interest in these
communities (directly or through a wholly-owned subsidiary) unless otherwise noted in the table.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
Avalon Boonton
Boonton, NJ
Avalon Belltown Towers (4)
Seattle, WA
Avalon Public Market
Emeryville, CA
Avalon Teaneck
Teaneck, NJ
AVA Hollywood (4)
Hollywood, CA
AVA Esterra Park
Redmond, WA
Avalon at the Hingham Shipyard II
Hingham, MA
Avalon Piscataway
Piscataway, NJ
Avalon Sudbury
Sudbury, MA
Avalon Towson
Towson, MD
Avalon Yonkers
Yonkers, NY
Avalon Walnut Creek II
Walnut Creek, CA
Avalon North Creek
Bothell, WA
Avalon Saugus (4)
Saugus, MA
Avalon Doral
Doral, FL
Avalon Norwood
Norwood, MA
Avalon Harbor East
Baltimore, MD
Avalon Old Bridge
Old Bridge, NJ
Avalon Newcastle Commons II
Newcastle, WA
Twinbrook Station
Rockville, MD
Avalon Harrison (4)(5)
Harrison, NY
Number of
apartment
homes
Projected total
capitalized cost (1)
($ millions)
Construction
start
Initial actual/
projected
occupancy (2)
Estimated
completion
Estimated
stabilization
(3)
350
$
91
Q3 2016
Q1 2019
Q1 2020
Q3 2020
273
289
248
695
323
190
360
250
371
590
200
316
280
350
198
400
252
293
238
143
147
Q4 2016
Q2 2019
Q4 2019
Q2 2020
163
Q4 2016
Q2 2019
Q4 2019
Q2 2020
73
Q4 2016
Q3 2019
Q1 2020
Q3 2020
365
Q4 2016
Q3 2019
Q3 2020
Q1 2021
91
65
90
85
Q2 2017
Q4 2018
Q3 2019
Q1 2020
Q2 2017
Q3 2018
Q2 2019
Q4 2019
Q2 2017
Q3 2018
Q2 2019
Q4 2019
Q3 2017
Q2 2018
Q2 2019
Q3 2019
114
Q4 2017
Q1 2020
Q4 2020
Q2 2021
188
Q4 2017
Q3 2019
Q2 2021
Q3 2021
109
Q4 2017
Q4 2019
Q2 2020
Q4 2020
84
93
Q4 2017
Q2 2019
Q1 2020
Q3 2020
Q2 2018
Q2 2019
Q1 2020
Q3 2020
111
Q2 2018
Q2 2020
Q1 2021
Q3 2021
61
Q2 2018
Q3 2019
Q1 2020
Q3 2020
139
Q3 2018
Q4 2020
Q3 2021
Q1 2022
66
Q3 2018
Q1 2020
Q3 2020
Q1 2021
106
Q4 2018
Q3 2020
Q1 2021
Q3 2021
66
76
Q4 2018
Q2 2020
Q4 2020
Q1 2021
Q4 2018
Q3 2020
Q3 2021
Q4 2021
Total (6)
6,609
$
2,383
_________________________________
(1) Projected 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, as well as costs incurred for first
generation retail tenants such as tenant improvements and leasing commissions. Projected 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 unless otherwise noted.
(2) Initial projected 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) Developments containing at least 10,000 square feet of retail space include Avalon Belltown Towers (11,000 square feet), AVA Hollywood
(19,000 square feet), Avalon Saugus (23,000 square feet), and Avalon Harrison (27,000 square feet).
(5) We signed a land disposition and development agreement with the transportation authorities controlling such property relating to the
development of this community. During the fourth quarter of 2018, all internal Company approvals were given to authorize the commitment
of funds for the construction of this community.
22
23
(6) Development Communities excludes 15 West 61st Street, which is currently under construction. 15 West 61st Street is expected to contain
172 residential units and 67,000 square feet of retail space when completed and is expected to be developed for an estimated total capitalized
cost of $620 million. We are currently pursuing a potential for-sale strategy of individual condominium units for the residential portion and
currently intend to own and operate the retail portion of the development, both of which are expected to complete construction during 2019.
During the year ended December 31, 2018, the Company completed the development of the following communities:
Number of
apartment
homes
Total capitalized
cost (1)
($ millions)
Approximate
rentable area
(sq. ft.)
Total
capitalized cost
per sq. ft.
Quarter of
completion
438
$
144
373,828
1.
2.
3.
4.
5.
6.
7.
AVA NoMa
Washington, D.C.
Avalon Brooklyn Bay (2)
Brooklyn, NY
Avalon Somers
Somers, NY
AVA Wheaton
Wheaton, MD
Avalon Maplewood (3)
Maplewood, NJ
Avalon Dogpatch
San Francisco, CA
AVA North Point (4)
Cambridge, MA
180
152
319
235
326
265
$
$
$
$
$
$
$
385
Q1 2018
647
Q1 2018
256
Q1 2018
283
Q2 2018
310
Q2 2018
777
Q3 2018
485
Q3 2018
149,881
179,401
268,953
209,628
262,478
226,912
97
46
76
65
204
110
742
Total
1,915
$
____________________________________
(1) Total capitalized cost is as of December 31, 2018. We generally anticipate incurring additional costs associated with these communities that
are customary for new developments.
(2) We developed this project with a private development partner. We own the rental portion of the development on floors 3 through 19 and
the partner owns the for-sale condominium portion of the development on floors 20 through 30. The information above represents only our
portion of the project. We provided a construction loan to the development partner, which is being repaid with proceeds the partner receives
from the sale of the condominium portion of the project. The balance as of December 31, 2018 was $12.8 million, representing outstanding
principal and interest, net of repayments, as discussed in Note 5, “Investments in Real Estate Entities,” of the Consolidated Financial
Statements set forth in Item 8 of this report.
(3) In February 2017, a fire occurred at Avalon Maplewood. See "Insurance and Risk of Uninsured Losses" for further discussion.
(4) We developed this project within an unconsolidated joint venture that was formed in July 2016, in which we own a 55.0% interest. The
information above represents the total cost for the venture.
Redevelopment Communities
As of December 31, 2018, we had nine communities under redevelopment. We expect the total capitalized cost to redevelop these
communities to be $177,000,000, excluding costs incurred 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 for attaining restabilized operations, or that we will meet our
budgeted costs, either individually or in the aggregate. We anticipate maintaining or increasing our current level of redevelopment
activity related to communities in our current operating portfolio. In addition, during 2018, we completed the reconstruction of
the building that was destroyed in the Edgewater casualty loss in 2015. The new Edgewater building contains 240 apartment homes
and was reconstructed for a total capitalized cost of $61,000,000, excluding costs incurred prior to the start of reconstruction. You
should carefully review Item 1A. “Risk Factors” for a discussion of the risks associated with redevelopment activity.
The following presents a summary of these Redevelopment Communities:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Avalon Prudential Center II
Boston, MA
AVA Van Ness
Washington, D.C.
Avalon Ballston Square
Arlington, VA
Eaves Seal Beach
Seal Beach, CA
Eaves Redmond Campus
Redmond, WA
Eaves Fairfax Towers
Falls Church, VA
Avalon Prudential Center I
Boston, MA
Avalon Court
Melville, NY
Avalon Studio City
Studio City, CA
Total
Number of
apartment
homes
Projected total
capitalized cost
($ millions) (1)(2)
Reconstruction
start
Estimated
reconstruction
completion (2)
Estimated
restabilized
operations (3)
266
$
269
714
549
422
415
243
494
276
19
20
25
32
24
14
18
15
10
Q1 2017
Q4 2019
Q2 2020
Q3 2017
Q1 2019
Q3 2019
Q4 2017
Q2 2019
Q4 2019
Q1 2018
Q4 2019
Q2 2020
Q1 2018
Q2 2019
Q4 2019
Q1 2018
Q4 2019
Q2 2020
Q1 2018
Q1 2020
Q3 2020
Q1 2018
Q3 2019
Q1 2020
Q2 2018
Q1 2019
Q3 2019
3,648
$
177
____________________________________
(1) Projected total capitalized cost does not include capitalized costs incurred prior to redevelopment.
(2) Projected total capitalized costs represent the aggregate of any multiple phase redevelopments and the estimated reconstruction completion
dates reflect all planned phases.
(3) Estimated 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 December 31, 2018, we had $84,712,000 in acquisition and related capitalized costs for direct interests in land parcels we own,
and $47,443,000 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 a conditional agreement or option to purchase or lease the land. Collectively,
the land held for development and associated costs for deferred development rights relate to 28 Development Rights for which we
expect to develop new apartment communities in the future. The cumulative capitalized costs for land held for development as of
December 31, 2018 includes $74,342,000 in original land acquisition costs, net of any impairment loss recognized. 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 9,769 apartment homes to our portfolio. Substantially all of these apartment homes will offer
features like those offered by the communities we currently own.
For 21 Development Rights, we control the land through a conditional agreement or option to purchase or lease the parcel. While
we generally prefer to hold Development Rights through conditional agreements or options to acquire land, for one Development
Right we currently own the land on which a community would be built if we proceeded with development. In addition, six
Development Rights are additional development phases of existing stabilized operating communities we own and will be constructed
on land currently associated with, or adjacent to, those operating communities. During the next 12 months we expect to commence
construction of an apartment community on the Development Right for which we currently own the land, with a carrying basis of
$84,712,000.
24
25
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 generally would not recover any of the 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. During 2018, we incurred a charge of $4,309,000
for development pursuits that were not yet probable of future development at the time incurred, or for pursuits that we determined
were no longer probable of being developed.
You should carefully review Item 1A. “Risk Factors,” for a discussion of the risks associated with Development Rights.
The following presents a summary of the Development Rights:
Market
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Denver
Total
Number of rights
Estimated
number of homes
Projected total
capitalized cost
($ millions) (1)
6
8
1
2
5
4
2
28
1,233
$
3,955
437
552
1,543
1,444
605
446
1,710
99
169
829
677
194
9,769
$
4,124
____________________________________
(1) Projected 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, as well as costs incurred for first
generation retail tenants such as tenant improvements and leasing commissions.
1.
2.
3.
4.
5.
6.
7.
Avalon Yonkers (2)
Yonkers, NY
Avalon Norwood
Norwood, MA
Avalon Public Market (2)
Emeryville, CA
Avalon Brea Place
Brea. CA
Avalon Towson
Towson, MD
Avalon Doral
Doral, FL
Avalon Old Bridge
Old Bridge, NJ
Total
Estimated
number of
apartment
homes
Projected total
capitalized
cost (1)
($ millions)
590
$
198
289
653
371
350
252
2,703
$
188
61
163
284
114
111
66
987
Date
acquired
January 2018
January 2018
February 2018
February and May 2018
March 2018
May 2018
October 2018
____________________________________
(1) Projected 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 and related acquisition costs, construction costs, real estate taxes,
capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, as well as costs
incurred for first generation retail tenants such as tenant improvements and leasing commissions, net of projected proceeds for any planned
sales of associated outparcels and other real estate.
(2) Additional parcel of land acquired in 2018 for a current Development Community. The estimated number of apartment homes and projected
total capitalized cost represent the amounts for the full Development Community.
Disposition Activity
We sell assets when they do not meet our long-term investment strategy or when real estate markets allow us to realize a portion
of the value created over our periods of ownership, and we generally redeploy the proceeds from those sales to develop, redevelop
and acquire communities. Pending such redeployment, we will generally use the proceeds from the sale of these communities to
reduce amounts outstanding under our Credit Facility or retain the cash proceeds on our balance sheet until it is redeployed into
acquisition, development or redevelopment activity. On occasion, we will set aside the proceeds from the sale of communities into
a cash escrow account to facilitate a tax deferred, like-kind exchange transaction. From January 1, 2018 to January 31, 2019, we
sold our interest in nine wholly-owned operating communities, containing 1,982 apartment homes, with an aggregate gross sales
price of $688,750,000, excluding the five wholly-owned operating communities contributed to the NYC Joint Venture.
Land Acquisitions
Insurance and Risk of Uninsured Losses
We select land for development and follow established procedures that we believe minimize both the cost and the risks of
development. During 2018, we acquired land parcels for seven Development Rights, as shown in the table below, for an aggregate
investment of $140,563,000. For all of the parcels, construction has either started or is expected to start within the next six months.
We maintain commercial general liability insurance and property insurance with respect to all of our communities. These policies,
along with other insurance policies we maintain, have policy specifications, insured and self-insured limits, exclusions and
deductibles that we consider commercially reasonable. There are, however, certain types of losses (including, but not limited to,
losses arising from nuclear liability or 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 this Form 10-K for a discussion of risks associated with an uninsured property or casualty loss.
Many of our West Coast communities are located in the general vicinity of active earthquake faults. Many of our communities are
near, and thus susceptible to, the major fault lines in California, including the San Andreas Fault, the Hayward Fault or other
geological faults that are known or unknown. We cannot assure you that an earthquake would not cause damage or losses greater
than our current insured levels. We procure property damage and resulting business interruption insurance coverage with a loss
limit of $175,000,000 for any single occurrence and in the annual aggregate for losses resulting from earthquakes. However, for
any losses resulting from earthquakes at communities located in California or Washington, the loss limit is $150,000,000 for any
single occurrence and in the annual aggregate. The deductible applicable to losses resulting from earthquakes occurring in California
is five percent of the insured value of each damaged building subject to a minimum of $100,000 and a maximum of $25,000,000
per loss. Limits, deductibles, self-insured retentions and coverages may increase or decrease annually during the insurance renewal
process which occurs on different dates throughout the calendar year.
26
27
Our communities are insured for certain property damage and business interruption losses through a combination of community
specific insurance policies and/or a master property insurance program which covers the majority of our communities. This master
property program provides a $400,000,000 limit for any single occurrence, subject to certain sublimits and exclusions. Under the
master property program, we are subject to a $100,000 deductible per occurrence, as well as additional self-insured retention for
the next $350,000 of loss, per occurrence, until the aggregate incurred self-insured retention exceeds $1,500,000 for the policy
year.
Our communities are insured for third-party liability losses through a combination of community specific insurance policies and/
or coverage provided under a master commercial general liability and umbrella/excess insurance program. The master commercial
general liability and umbrella/excess insurance policies cover the majority of our communities and are subject to certain coverage
limitations and exclusions, and they require a self-insured retention of $500,000 per occurrence.
Edgewater Casualty Loss
In January 2015, a fire occurred at our Avalon at Edgewater apartment community located in Edgewater, NJ (“Edgewater”).
Edgewater consisted of two residential buildings. One building, containing 240 apartment homes, was destroyed. The second
building, containing 168 apartment homes, suffered minimal damage and has been repaired. In January 2016, we reached a final
settlement with our property and casualty insurers regarding the property damage and lost income related to the Edgewater casualty
loss, for which we received aggregate insurance proceeds of $73,150,000, after self-insurance and deductibles. We received
$44,142,000 of these recoveries in 2015, and the remaining $29,008,000 in 2016, of which $8,702,000 was recognized as an
additional net casualty gain and $20,306,000 as business interruption insurance proceeds.
In 2017, we commenced the reconstruction of the destroyed building, which we completed in 2018.
We also maintain certain casualty policies (general liability, umbrella/excess and workers compensation) for construction related
risks which have various exclusions and deductibles that, in management’s view, are commercially reasonable. Certain projects
are insured through our master insurance policies while others are insured through project-specific insurance policies. The limits
vary by project and may be subject to deductibles up to $1,500,000 per occurrence.
To date, a number of lawsuits on behalf of former residents have been filed against us, including four class actions, approximately
23 individual actions, and subrogation actions by insurers who provided renters insurance to our residents. While we can give no
assurances, we believe that any remaining liability will be covered by third party insurance and/or will not have a material impact
on our statement of financial position or operations.
We utilize a wholly-owned captive insurance company to insure certain types and amounts of risks, which includes property
damage and resulting business interruption losses, general liability insurance and other construction related liability risks. In
addition to our potential liability for the various policy self-insured retentions and deductibles, our captive insurance company is
directly responsible for (i) 25% of the first $50,000,000 of losses (per occurrence) incurred by the master property insurance policy
and (ii) covered liability claims arising out of our commercial general liability policy, subject to a $2,000,000 per occurrence loss
limit. The captive is utilized to insure other limited levels of risk, which may be in part reinsured by third party insurance.
Just as with office buildings, transportation systems and government buildings, there have been reports that apartment communities
could become targets of terrorism. Our communities are insured for terrorism related losses through the Terrorism Risk Insurance
Program Reauthorization Act (“TRIPRA”) program. This coverage extends to most of our casualty exposures (subject to deductibles
and insured limits) and certain property insurance policies. We have also purchased private-market insurance for property damage
due to terrorism with limits of $600,000,000 per occurrence and in the annual aggregate that includes certain coverages (not covered
under TRIPRA) such as domestic-based terrorism. This insurance, often referred to as “non-certified” terrorism insurance, is
subject to deductibles, limits and exclusions.
An additional consideration for insurance coverage and potential uninsured losses is mold growth or other environmental
contamination. Mold growth may occur when excessive moisture accumulates in buildings or on building materials, particularly
if the moisture problem remains undiscovered or is not addressed over a period of time. If a significant mold problem arises at
one of our communities, we could be required to undertake a costly remediation program to contain or remove the mold from the
affected community and could be exposed to other liabilities. For further discussion of the risks and our related prevention and
remediation activities, please refer to the discussion under Item 1A. “Risk Factors - We may incur costs due to environmental
contamination or non-compliance” elsewhere in this report. We cannot provide assurance that we will have coverage under our
existing policies for property damage or liability to third parties arising as a result of exposure to mold or a claim of exposure to
mold at one of our communities.
We also carry crime policies (also commonly referred to as a fidelity policy or employee dishonesty policy) and limited cyber
liability insurance. The crime policies protect us, up to $30,000,000 per occurrence (subject to sublimits and exclusions), from
employee theft of money, securities or property. The limited cyber liability insurance is part of our professional liability coverage
and has limits of $15,000,000 per occurrence and in the annual aggregate. The cyber liability coverage protects us from certain
claims arising out of data breach, wrongful acts, data privacy issues and media liability.
The amount or types of insurance we maintain may not be sufficient to cover all losses.
Maplewood Casualty Loss
In February 2017, a fire occurred at Avalon Maplewood, located in Maplewood, NJ ("Maplewood"), which at the time was under
construction and not yet occupied. The Company completed reconstruction of the damaged and destroyed portions of the community
as well as the vertical construction of the community in 2018. In 2017, we reached a final insurance settlement for the property
damage and lost income for the Maplewood casualty loss of $19,696,000, after self-insurance and deductibles, of which $3,495,000
was recognized as business interruption insurance proceeds.
28
29
ITEM 3. LEGAL PROCEEDINGS
PART II
As discussed immediately above, in January 2015, a fire occurred at the Company's Avalon at Edgewater apartment community
in Edgewater, NJ. The Company believes that the fire was caused by sparks from a torch used during repairs being performed by
a Company employee who was not a licensed plumber. The Company has since revised its maintenance policies to require that
non-flame tools be used for plumbing repairs where possible or, where not possible inside the building envelope, that a qualified
third party vendor perform the work in accordance with the Company's policies.
The Company has established protocols for processing claims from third parties who suffered losses as a result of the fire, and
many third parties have contacted the Company's insurance carrier and settled their claims. Through the date of this Form 10-K,
of the 229 occupied apartments destroyed in the fire, the residents of approximately 95 units have settled claims with the Company's
insurer through this claims process.
With regard to the building that was destroyed, three class action lawsuits have been filed against the Company on behalf of
occupants and consolidated in the United States District Court for the District of New Jersey. The Company has agreed with class
counsel to the terms of a settlement which provides a claims process (with agreed upon protocols for instructing the adjuster as
to how to evaluate claims) and, if needed, an arbitration process to determine damage amounts to be paid to individual claimants
covered by the class settlement. In July 2017, the District Court granted final approval of the class action settlement and all claims
have been submitted to the independent claims adjuster. A total of 66 units (consisting of residents who did not previously settle
their claims and who did not opt out of the class settlement) are included in the class action settlement and bound by its terms.
However, only approximately 45 units submitted claims. The independent claims adjuster is currently reviewing the claims
submitted; the submitted claims total approximately $6,900,000 but, based on the Company's review of initial determinations
made by the adjuster on a number of claims, the Company believes that the total amount actually awarded will be significantly
less. To date, the claims adjuster completed its evaluation of 37 of these claims and it is expected that the evaluation of the remaining
claims should be completed within the next month. In addition to the class action lawsuits described above, the Company has
resolved litigated claims with tenants of approximately 60 units. There is currently one remaining resident lawsuit with respect to
the destroyed building filed in the Superior Court of New Jersey, Bergen County - Law Division; the Company believes it has
meritorious defenses to the extent of damages claimed in that suit. A number of subrogation lawsuits had been filed against the
Company by insurers of Edgewater residents who obtained renters insurance; these lawsuits have been resolved or are expected
to be resolved during the first quarter of 2019. A fourth class action, being heard in the same federal court, was filed against the
Company on behalf of a purported class of residents of the second Edgewater building that suffered minimal damage; in October
2018, the court certified the class and the case will continue as a class action.
Having settled many third party claims as described above, while the Company can give no assurances, the Company currently
believes that any potential remaining liability to third parties (including any potential liability to third parties determined in
accordance with the class settlement described above) will not be material to the Company and will in any event be substantially
covered by the Company's insurance policies.
The Company is involved in various other claims and/or administrative proceedings unrelated to the Edgewater casualty loss that
arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any
of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial
condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the NYSE under the ticker symbol AVB. On January 31, 2019 there were 476 holders of record
of an aggregate of 138,508,567 shares of our outstanding common stock. The number of holders does not include individuals or
entities who beneficially own shares but whose shares are held of record by a broker or clearing agency, but does include each
such broker or clearing agency as one record holder.
At present, we expect to continue our policy of paying regular quarterly cash dividends. However, the form, timing and/or amount
of dividend distributions will be declared at the discretion of the Board of Directors and will depend on actual cash from operations,
our financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and
other factors as the Board of Directors may consider relevant. The Board of Directors may modify our dividend policy from time
to time.
In February 2019, we announced that our Board of Directors declared a dividend on our common stock for the first quarter of
2019 of $1.52 per share, a 3.4% increase over the previous quarterly dividend per share of $1.47. The dividend will be payable
on April 15, 2019 to all common stockholders of record as of March 29, 2019.
Issuer Purchases of Equity Securities
Period
October 1 - October 31, 2018
November 1 - November 30, 2018
December 1 - December 31, 2018
(a)
Total Number
of Shares
Purchased (1)
(b)
Average
Price Paid
per Share
77
$
— $
172.79
—
525
$
190.71
(c)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(d)
Maximum Dollar
Amount that May Yet
be Purchased Under
the Plans or Programs
(in thousands) (2)
— $
— $
— $
200,000
200,000
200,000
_________________________________
(1) Reflects shares surrendered to the Company in connection with exercise of stock options as payment of exercise price, as well as for taxes
associated with the vesting of restricted share grants.
(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.
Information regarding securities authorized for issuance under equity compensation plans is included in the section entitled Item
12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in this Form 10-K.
30
31
ITEM 6. SELECTED FINANCIAL DATA
The following table provides historical consolidated financial, operating and other data for the Company. You should read the
table with our Consolidated Financial Statements and the Notes included in this report (dollars in thousands, except per share
data).
For the year ended
(3) EBITDA is defined as net income before interest income and expense, income taxes, depreciation and amortization from both continuing
and discontinued operations. Under this definition, EBITDA includes gains on sale of assets and gain on sale of partnership interests.
Management generally considers EBITDA to be an appropriate supplemental measure to net income of our operating performance because
it helps investors to understand our ability to incur and service debt and to make capital expenditures. EBITDA should not be considered
as an alternative to net income (as determined in accordance with GAAP), as an indicator of our operating performance, or to cash flows
from operating activities (as determined in accordance with GAAP) as a measure of liquidity. Our calculation of EBITDA may not be
comparable to EBITDA as calculated by other companies.
12/31/18
12/31/17
12/31/16
12/31/15
12/31/14
(4) Refer to “Reconciliation of Non-GAAP Financial Measures” below.
Operating data:
Total revenue
Gain on sale of communities
Gain (loss) on other real estate transactions
Income from continuing operations
Income from discontinued operations
Net income
Net income attributable to common stockholders
Per Common Share and Share Information:
Earnings per common share—basic:
Income from continuing operations attributable to common
stockholders (net of dividends attributable to preferred stock)
Discontinued operations attributable to common stockholders
Net income attributable to common stockholders
Weighted average shares outstanding—basic (1)
Earnings per common share—diluted:
Income from continuing operations attributable to common
stockholders (net of dividends attributable to preferred stock)
Discontinued operations attributable to common stockholders
Net income attributable to common stockholders
Weighted average shares outstanding—diluted
Cash dividends declared
Other Information:
Net income attributable to common stockholders
Depreciation
Interest expense, net (2)
Income tax (benefit) expense
EBITDA (3)
Funds from Operations attributable to common stockholders (4)
Core Funds from Operations (4)
Number of Current Communities (5)
Number of apartment homes
Balance Sheet Information:
Real estate, before accumulated depreciation
Total assets
Notes payable and unsecured credit facilities, net
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2,284,535
374,976
345
974,175
$ 2,045,255
$ 2,158,628
374,623
252,599
$
$
10,224
(10,907) $
$
$
$ 1,033,708
876,660
— $
$
$
$ 1,033,708
$ 1,034,002
$ 1,856,028
115,625
$
9,647
$
$
741,733
— $
$
$
$ 1,685,061
84,925
$
490
$
659,148
$
38,179
— $
697,327
$
683,567
$
741,733
742,038
876,660
876,921
— $
974,175
974,525
7.05
$
6.36
$
7.53
$
5.54
$
4.93
—
7.05
137,844,755
—
$
6.36
137,523,771
—
$
7.53
136,928,251
—
$
5.54
133,565,711
0.29
$
5.22
130,586,718
7.05
$
6.35
$
7.52
$
5.51
$
4.92
—
7.05
138,289,241
—
$
6.35
138,066,686
—
$
7.52
137,461,637
—
$
5.51
134,593,177
0.29
$
5.21
131,237,502
5.88
$
5.68
$
5.40
$
5.00
$
4.64
974,525
631,196
238,466
(160)
1,844,027
$
876,921
584,150
225,133
141
$ 1,686,345
$ 1,034,002
531,434
194,585
305
$ 1,760,326
$
742,038
477,923
148,879
1,483
$ 1,370,323
$
683,567
442,682
181,030
9,368
$ 1,316,647
1,218,752
1,244,286
270
78,549
$ 1,167,218
$ 1,189,976
267
77,614
$ 1,135,762
$ 1,125,341
258
74,538
$ 1,083,085
$ 1,016,035
259
75,584
$
$
951,035
890,081
251
73,963
$ 22,342,577
$ 18,380,200
7,040,263
$
$ 21,935,936
$ 18,414,821
$ 7,329,470
$ 20,776,626
$ 17,867,271
$ 7,030,880
$ 19,268,099
$ 16,931,305
$ 6,456,948
$ 17,849,316
$ 16,140,578
$ 6,489,707
Cash Flow Information:
Net cash flows provided by operating activities
Net cash flows used in investing activities
Net cash flows (used in) provided by financing activities
$
$
$
_________________________________
1,301,111
(596,651) $
(688,502) $
$ 1,256,257
$ 1,160,272
$
(965,381) $ (1,032,352) $ (1,199,517) $
$
(303,271) $
(418,947) $
$ 1,074,667
25,093
891,355
(816,760)
150,571
(1) Amounts do not include unvested restricted shares included in the calculation of Earnings per Share. Please refer to Note 1, “Organization,
Basis of Presentation and Significant Accounting Policies—Earnings per Common Share,” of the Consolidated Financial Statements set
forth in Item 8 of this report for a discussion of the calculation of Earnings per Share.
(2) Interest expense, net includes any gain or loss incurred from the extinguishment of debt.
(5) Current Communities consist of all communities other than those which are still under construction and for which a certificate or certificates
of occupancy for the entire community have not been received.
Reconciliation of Non-GAAP Financial Measures
Funds from Operations attributable to common stockholders, or “FFO,” and FFO adjusted for non-core items, or “Core FFO,” as
defined below, are generally considered by management to be appropriate supplemental measures 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. By further adjusting for items that are not considered part of our core business operations, Core
FFO allows one to compare the core operating performance of the Company year over year. We believe that in order to understand
our operating results, FFO and Core FFO should be examined with net income as presented in the Consolidated Statements of
Comprehensive Income included elsewhere in this report.
Consistent with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts®
(“NAREIT”), we calculate FFO as net income or loss attributable to common stockholders computed in accordance with GAAP,
adjusted for:
gains or losses on sales of previously depreciated operating communities;
cumulative effect of change in accounting principle;
impairment write-downs of depreciable real estate assets;
•
•
•
• write-downs of investments in affiliates due to a decrease in the value of depreciable real estate assets held by those
affiliates;
depreciation of real estate assets; and
adjustments for unconsolidated partnerships and joint ventures, including those from a change in control.
•
•
We calculate Core FFO as FFO, adjusted for:
•
•
•
•
•
•
•
•
•
•
•
•
•
joint venture gains (if not adjusted through FFO), non-core costs, and promoted interests;
casualty and impairment losses or gains, net on non-depreciable real estate;
gains or losses from early extinguishment of consolidated borrowings;
abandoned pursuits;
business interruption insurance proceeds and the related lost NOI that is covered by the business interruption insurance
proceeds;
property and casualty insurance proceeds and legal settlements;
gains or losses on sales of assets not subject to depreciation;
hedge ineffectiveness;
severance related costs;
advocacy contributions;
income taxes;
expensed acquisition costs related to business acquisitions that occurred prior to the adoption of ASU 2017-01 as of
October 1, 2016, as discussed in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” of
the Consolidated Financial Statements set forth in Item 8 of this report; and
other non-core items.
FFO and Core FFO do not represent net income in accordance with GAAP, and therefore should not be considered an alternative
to net income, which remains the primary measure, as an indication of our performance. In addition, FFO and Core FFO as
calculated by other REITs may not be comparable to our calculations of FFO and Core FFO.
32
33
2015 are primarily composed of our proportionate share of gains and operating results for joint ventures formed with Equity Residential
as part of the Archstone Acquisition.
(4) Amounts for 2018, 2017 and 2016 are composed of the recognition of our promoted interest in AvalonBay Value Added Fund II, L.P.
(“Fund II”). Amount for 2015 is primarily composed of amounts received related to the modification of the joint venture agreement for the
entity that owns Avalon at Mission Bay II to eliminate our promoted interest in future distributions. Amount for 2014 relates to our promoted
interests from the sale of Avalon Chrystie Place.
(5) Amounts include impairment charges relating to ancillary land parcels.
(6) Amount for 2018 includes $554 in legal settlement proceeds relating to construction defects at a community acquired as part of the Archstone
Acquisition. Amount for 2017 includes $19,481 for the Maplewood casualty loss, partially offset by $17,143 of property damage insurance
proceeds, and $5,438 in legal settlement proceeds relating to construction defects at a community acquired as part of the Archstone
Acquisition. Amount for 2016 includes $8,702 in property damage insurance proceeds for the Edgewater casualty loss, and $1,537 in
insurance proceeds in excess of the total recognized loss related to severe winter storms in our Northeast markets that occurred in 2015.
Amount for 2015 includes $44,142 of Edgewater insurance proceeds received partially offset by $28,604 for the write-off of real estate and
related costs.
(7) The aggregate impact of (i) casualty and impairment (recovery) loss, net on real estate, (ii) impairment loss on real estate and (iii) casualty
(gain) loss, net on real estate for 2018 and 2017 are losses of $215 and $6,250, respectively, and for 2016 and 2015 are gains of $3,935 and
$10,542, respectively.
(8) Amount for 2017 is composed of business interruption insurance proceeds resulting from the final insurance settlement of the Maplewood
casualty loss. Amount for 2016 is primarily composed of business interruption insurance proceeds resulting from the final insurance
settlement of the Edgewater casualty loss.
(9) Amounts for 2017, 2016 and 2015 primarily relate to lost NOI resulting from the Edgewater casualty loss, for which we received $20,306
in business interruption insurance proceeds in the first quarter of 2016. Amount for 2018, as well as a portion of the amount for 2017, relates
to the Maplewood casualty loss, for which we received $3,495 in business interruption insurance proceeds in the third quarter of 2017.
(10) Amount for 2014 is primarily composed of receipts related to communities acquired as part of the Archstone Acquisition for periods prior
to our ownership, which are primarily comprised of property tax and mortgage insurance refunds.
(11) Amounts for 2015 and 2014 are composed of income taxes on income that was earned in taxable REIT subsidiaries and that is not considered
to be a component of primary operations. Amount for 2018 represents a partial refund for payments in prior years.
FFO and Core FFO also do 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 provided in “Cash Flow Information” in the table above.
The following is a reconciliation of net income attributable to common stockholders to FFO attributable to common stockholders
and to Core FFO attributable to common stockholders (dollars in thousands, except per share data).
12/31/18
12/31/17
12/31/16
12/31/15
12/31/14
For the year ended
Net income attributable to common stockholders
$
974,525
$
876,921
$
1,034,002
$
742,038
$
683,567
Depreciation—real estate assets, including discontinued
operations and joint venture adjustments
Distributions to noncontrolling interests, including
discontinued operations
Gain on sale of unconsolidated entities holding previously
depreciated real estate assets
Gain on sale of previously depreciated real estate assets (1)
Casualty and impairment (recovery) loss, net on real estate
(2) (7)
629,814
582,907
538,606
486,019
449,769
44
42
41
38
35
(10,655)
(374,976)
(40,053)
(252,599)
(58,069)
(374,623)
(33,580)
(115,625)
(73,674)
(108,662)
—
—
(4,195)
4,195
—
FFO attributable to common stockholders
$
1,218,752
$
1,167,218
$
1,135,762
$
1,083,085
$
951,035
Adjusting items:
Joint venture losses (gains) (3)
Joint venture promote (4)
Impairment loss on real estate (5) (7)
Casualty (gain) loss, net on real estate (6) (7)
Business interruption insurance proceeds (8)
Lost NOI from casualty losses covered by business
interruption insurance (9)
Loss (gain) on extinguishment of consolidated debt
Advocacy contributions
Hedge ineffectiveness
Severance related costs
Development pursuit and other write-offs
(Gain) loss on sale of other real estate transactions
Acquisition costs (10)
Legal settlements
Income tax (benefit) expense (11)
852
(925)
826
(612)
(26)
1,730
17,492
3,489
—
1,466
1,324
(344)
—
513
(251)
950
(26,742)
9,350
(3,100)
(3,495)
7,904
25,472
—
(753)
87
1,406
10,907
92
680
—
6,031
(7,985)
10,500
(10,239)
(20,565)
7,366
7,075
—
—
852
3,662
(10,224)
3,523
(417)
—
(9,059)
(21,969)
800
(15,538)
(1,509)
7,862
(26,736)
—
—
1,999
1,838
(9,647)
3,806
—
1,103
(5,194)
(58,128)
—
—
(2,494)
—
412
—
—
815
2,564
(490)
(7,682)
—
9,243
Core FFO attributable to common stockholders
$
1,244,286
$
1,189,976
$
1,125,341
$
1,016,035
$
890,081
Weighted average common shares outstanding - diluted
138,289,241
138,066,686
137,461,637
134,593,177
131,237,502
EPS per common share - diluted
FFO per common share - diluted
Core FFO per common share - diluted
$
$
$
7.05
8.81
9.00
$
$
$
6.35
8.45
8.62
$
$
$
7.52
8.26
8.19
$
$
$
5.51
8.05
7.55
$
$
$
5.21
7.25
6.78
_________________________________
(1) Amount for 2014 excludes a gain of $14,132, representing our joint venture partners' portion of the gain on sale from a Fund I community
which we consolidated for financial reporting purposes.
(2) During 2015, we recognized an impairment on depreciable real estate of $4,195 from the severe winter storms that occurred in our Northeast
markets. During 2016, we received insurance proceeds, net of additional costs incurred, of $5,732 related to the winter storms, and recognized
$4,195 of this recovery as an offset to the loss recognized in the prior year period. The balance of the net insurance proceeds received in
2016 of $1,537 is recognized as a casualty gain and is included in the reconciliation of FFO to Core FFO.
(3) Amounts for 2018, 2017 and 2016 are primarily composed of (i) the write-off of asset management fee intangibles primarily associated
with the disposition of communities in the U.S. Fund in 2018, 2017 and 2016 and the AC JV in 2018, (ii) our proportionate share of yield
maintenance charges incurred for the early repayment of debt associated with joint venture disposition activity, and (iii) our proportionate
share of operating results for joint ventures formed with Equity Residential as part of the Archstone Acquisition. Amounts for 2014 and
34
35
ITEM 7. 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, financial condition and results of operations. This MD&A should be read in conjunction with
our Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements included elsewhere in
this report. This report, including the following MD&A, contains forward-looking statements regarding future events or trends
that should be read in conjunction with the factors described 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” as well as the risk factors described in Item 1A. “Risk Factors” of this report.
Capitalized terms used without definition have the meanings provided elsewhere in this Form 10-K.
Executive Overview
Business Description
Our strategic vision is to be the leading apartment company in select U.S. markets, providing a range of distinctive living experiences
that customers value. We pursue this vision by targeting what we believe are among the best markets and submarkets, leveraging
our strategic capabilities in market research and consumer insight and being disciplined in our capital allocation and balance sheet
management. Our communities are predominately upscale and 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. We regularly evaluate the allocation of
our investments by the amount of invested capital and by product type within our individual markets.
We develop, redevelop, acquire, own and operate multifamily apartment communities primarily in New England, the New York/
New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California. We focus on leading
metropolitan areas that we believe are characterized by growing employment in high wage sectors of the economy, higher cost of
home ownership and a diverse and vibrant quality of life. We believe these market characteristics offer the opportunity for superior
risk-adjusted returns over the long-term on apartment community investments relative to other markets that do not have these
characteristics. We believe that the Denver, Colorado, and Southeast Florida markets share these characteristics, and in 2017 we
began to invest in these markets through acquisitions and developments. 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 our selected
markets; operating apartment communities; and selling communities when they no longer meet our long-term investment strategy
or when pricing is attractive.
2018 Financial Highlights
Net income attributable to common stockholders for the year ended December 31, 2018 was $974,525,000, an increase of
$97,604,000, or 11.1%, over the prior year. The increase is primarily attributable to increases in real estate sales and related gains
and NOI from newly developed, acquired and existing operating communities, as well as decreases in loss on extinguishment of
debt, net and casualty and impairment loss. These amounts were partially offset by a decrease in gains on the sale of unconsolidated
communities in various joint ventures and related promote income, coupled with increases in depreciation and interest expense.
Established Communities NOI for the year ended December 31, 2018 increased by $26,248,000, or 2.3%, over the prior year. The
increase was driven by an increase in rental revenue of 2.5%, partially offset by an increase in operating expenses of 3.2% over
2017.
During 2018, we raised approximately $1,572,833,000 of gross capital through the issuance of unsecured notes, sale of common
shares under CEP IV and the sale of consolidated operating communities and other real estate. This amount does not include
proceeds from joint venture dispositions. The funds raised from the sale of real estate consist of the proceeds from the sale of eight
operating communities, as well as the five communities contributed to the NYC Joint Venture and one ancillary land parcel. We
believe that our current capital structure will continue to provide financial flexibility to access capital on attractive terms.
We believe our development activity will continue to create long-term value. During 2018, we completed the construction of seven
communities containing an aggregate of 1,915 apartment homes and 10,000 square feet of retail space, for an aggregate total
capitalized cost of $742,000,000, or $693,000,000 when including only our 55.0% interest in one community developed through
an unconsolidated joint venture. We also started the construction of eight communities containing an aggregate of 2,154 apartment
homes, which are expected to be completed for an estimated total capitalized cost of $718,000,000. In addition, during 2018 we
completed the redevelopment of eight communities containing an aggregate of 3,368 apartment homes for a total investment of
$217,000,000, excluding costs incurred prior to the redevelopment.
We also achieved portfolio growth through acquisitions, acquiring four communities containing an aggregate of 1,096 apartment
homes for an aggregate purchase price of $334,450,000.
We believe that our balance sheet strength, as measured by our current level of indebtedness, our current ability to service interest
and other fixed charges, and our current moderate use of financial encumbrances (such as secured financing) provide us with
adequate access to liquidity from the capital markets. We expect to be able to meet our reasonably foreseeable liquidity needs, as
they arise, through a combination of one or more of the following sources: existing cash on hand; operating cash flows; borrowings
under our Credit Facility; secured debt; the issuance of corporate securities (which could include unsecured debt, preferred equity
and/or common equity); the sale of apartment communities; or through the formation of joint ventures. See the discussion under
"Liquidity and Capital Resources."
Communities Overview
As of December 31, 2018 we owned or held a direct or indirect ownership interest in 291 apartment communities containing
85,158 apartment homes in 12 states and the District of Columbia, of which 21 communities were under development and nine
communities were under redevelopment. Of these communities, 15 were owned by entities that were not consolidated for financial
reporting purposes, including five owned by the U.S. Fund, five owned by the NYC Joint Venture and two owned by the AC JV.
In addition, we held a direct or indirect ownership interest in Development Rights to develop an additional 28 wholly-owned
communities that, if developed as expected, will contain an estimated 9,769 apartment homes.
Our real estate investments consist primarily of Current Communities, Development Communities and Development Rights. Our
Current Communities are further distinguished as Established Communities, Other Stabilized Communities, Lease-Up
Communities, Redevelopment Communities and Unconsolidated Communities.
Established Communities are generally consolidated communities in markets where we have a significant presence that were
owned and had stabilized occupancy as of the beginning of the prior year, allowing for a meaningful comparison of operating
results between years. Other Stabilized Communities are generally all other completed consolidated communities that have
stabilized occupancy during the fiscal year. Lease-Up Communities are consolidated communities where construction has been
complete for less than one year and stabilized occupancy has not been achieved. Redevelopment Communities are consolidated
communities where substantial redevelopment is in progress or is planned to begin during the fiscal year. Unconsolidated
Communities are communities that we have an indirect ownership interest in through our investment interest in an unconsolidated
joint venture. A more detailed description of our reportable segments and other related operating information can be found in
Note 8, “Segment Reporting,” of our Consolidated Financial Statements.
Although each of these categories is important to our business, we generally evaluate overall operating, industry and market trends
based on the operating results of Established Communities, for which a detailed discussion can be found in “Results of Operations”
as part of our discussion of overall operating results. We evaluate our current and future cash needs and future operating potential
based on acquisition, disposition, development, redevelopment and financing activities within Other Stabilized, Redevelopment
and Development Communities. Discussions related to current and future cash needs and financing activities can be found under
"Liquidity and Capital Resources."
NOI of our current operating communities is one of the financial measures that we use to evaluate the performance of our
communities. NOI is affected by the demand and supply dynamics within our markets, our rental rates and occupancy levels and
our ability to control operating costs. Our overall financial performance is also impacted by the general availability and cost of
capital and the performance of newly developed, redeveloped and acquired apartment communities.
36
37
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 2018, 2017 and 2016 follows (dollars in thousands):
For the year ended
2018 vs. 2017
2017 vs. 2016
2018
2017
2016
$ Change % Change
$ Change % Change
Revenue:
Rental and other income
$ 2,280,963
$ 2,154,481
$ 2,039,656
$
126,482
5.9 % $
114,825
5.6 %
Management, development and other fees
3,572
4,147
5,599
(575)
(13.9)%
(1,452)
(25.9)%
Total revenue
2,284,535
2,158,628
2,045,255
125,907
5.8 %
113,373
5.5 %
Expenses:
Direct property operating expenses, excluding
property taxes
Property taxes
Total community operating expenses
Corporate-level property management and other
indirect operating expenses
Investments and investment management expense
Expensed acquisition, development and other
pursuit costs, net of recoveries
Interest expense, net
Loss on extinguishment of debt, net
Depreciation expense
General and administrative expense
Casualty and impairment loss (gain), net
441,155
241,563
682,718
80,133
7,709
4,309
220,974
17,492
631,196
56,365
215
428,451
221,375
649,826
69,559
5,936
2,736
199,661
25,472
584,150
50,673
6,250
406,577
204,837
611,414
67,038
4,822
9,922
187,510
7,075
531,434
45,771
(3,935)
Total other expenses
1,018,393
944,437
849,637
Equity in income of unconsolidated real estate
entities
Gain on sale of communities
15,270
374,976
70,744
252,599
Gain (loss) on other real estate transactions
345
(10,907)
64,962
374,623
10,224
12,704
20,188
32,892
10,574
1,773
1,573
21,313
3.0 %
9.1 %
5.1 %
15.2 %
29.9 %
57.5 %
10.7 %
(7,980)
(31.3)%
47,046
5,692
(6,035)
73,956
8.1 %
11.2 %
(96.6)%
7.8 %
21,874
16,538
38,412
2,521
1,114
5.4 %
8.1 %
6.3 %
3.8 %
23.1 %
(7,186)
(72.4)%
12,151
18,397
52,716
4,902
10,185
94,800
6.5 %
260.0 %
9.9 %
10.7 %
N/A (1)
11.2 %
Income before income taxes
Income tax (benefit) expense
Net income
974,015
876,801
1,034,013
11.1 %
(157,212)
(160)
141
305
(301)
N/A (1)
(164)
974,175
876,660
1,033,708
97,515
11.1 %
(157,048)
(15.2)%
(53.8)%
(15.2)%
Net loss attributable to noncontrolling interests
350
261
294
89
34.1 %
(33)
(11.2)%
Net income attributable to common stockholders
$
974,525
$
876,921
$ 1,034,002
$
97,604
11.1 % $ (157,081)
(15.2)%
_________________________________
(1) Percent change is not meaningful.
Net income attributable to common stockholders increased $97,604,000, or 11.1%, to $974,525,000 in 2018 from 2017, primarily
attributable to increases in real estate sales and related gains and NOI from newly developed, acquired and existing operating
communities, as well as decreases in loss on extinguishment of debt, net and casualty and impairment loss. These amounts were
partially offset by a decrease in gains on the sale of unconsolidated communities in various joint ventures and related promote
income, coupled with increases in depreciation and interest expense. Net income attributable to common stockholders decreased
$157,081,000, or 15.2%, to $876,921,000 in 2017 from 2016, primarily due to a decrease in real estate sales and related gains,
coupled with increases in depreciation, loss on extinguishment of debt and interest expense, and a net casualty and impairment
loss in the current year compared to a gain in the prior year. These amounts were partially offset by an increase in NOI from newly
developed, acquired and existing operating communities.
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 easier
comparison of the operating performance of individual assets or groups of assets. In addition, because prospective buyers of real
estate have different financing and overhead structures, with varying marginal impact to overhead as a result of acquiring real
estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset
or group of assets. We define NOI as total property revenue less direct property operating expenses (including property taxes),
and excluding corporate-level income (including management, development and other fees), corporate-level property management
and other indirect operating expenses, investments and investment management expenses, expensed acquisition, development and
other pursuit costs, net of recoveries, interest expense, net, loss (gain) on extinguishment of debt, net, general and administrative
expense, equity in income of unconsolidated real estate entities, depreciation expense, corporate income tax (benefit) expense,
casualty and impairment loss (gain), net, gain on sale of communities, loss (gain) on other real estate transactions and net operating
income from real estate assets sold or held for sale.
NOI does not represent cash generated from operating activities in accordance with GAAP, and 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 liquidity, nor is NOI indicative of cash available to fund cash
needs. Reconciliations of NOI for the years ended December 31, 2018, 2017 and 2016 to net income for each year are as follows
(dollars in thousands):
Expensed transaction, development and other pursuit costs, net of recoveries
Interest expense, net
Loss on extinguishment of debt, net
General and administrative expense
Equity in income of unconsolidated real estate entities
Depreciation expense
Income tax (benefit) expense
Casualty and impairment (gain) loss, net
Gain on sale of real estate assets
Gain on other real estate transactions, net
Net operating income from real estate assets sold or held for sale
For the year ended
12/31/18
12/31/17
12/31/16
$
974,175
$
876,660
$
1,033,708
76,522
7,709
4,309
220,974
17,492
56,365
(15,270)
631,196
(160)
215
(374,976)
(345)
(58,620)
65,398
5,936
2,736
199,661
25,472
50,673
(70,744)
584,150
141
6,250
(252,599)
10,907
(84,650)
61,403
4,822
9,922
187,510
7,075
45,771
(64,962)
531,434
305
(3,935)
(374,623)
(10,224)
(114,219)
(55,474)
(78.4)%
5,782
8.9 %
Net income
48.4 %
(122,024)
(32.6)%
N/A (1)
(21,131)
N/A (1)
Indirect operating expenses, net of corporate income
Investments and investment management expense
122,377
11,252
97,214
Net operating income
$
1,539,586
$
1,419,991
$
1,313,987
38
39
The NOI increases for both 2018 and 2017, as compared to the prior years, consist of changes in the following categories (dollars
in thousands):
Established Communities
Other Stabilized Communities
Development and Redevelopment Communities (1)
Total
Full Year
2018
2017
$
$
26,248
$
50,494
42,853
61,143
53,841
(8,980)
119,595
$
106,004
_________________________________
(1) NOI for the years ended December 31, 2017 and 2016 include business interruption insurance proceeds of $3,495 related to the
Maplewood casualty loss and $20,306 related to the Edgewater casualty loss, respectively.
The increase in our Established Communities' NOI in 2018 and 2017 is due to increased rental rates, partially offset by increased
operating expenses.
Rental and other income increased in both 2018 and 2017 compared to the prior years due to additional rental income generated
from newly developed, acquired and existing operating communities and an increase in rental rates at our Established Communities.
The changes between years are also impacted by business interruption insurance proceeds received due to the final settlement of
the Edgewater and Maplewood casualty losses, as described above.
Consolidated Communities—The weighted average number of occupied apartment homes for consolidated communities
increased to 73,385 apartment homes for 2018, as compared to 70,081 homes for 2017 and 67,849 homes for 2016. The
weighted average monthly rental revenue per occupied apartment home increased to $2,588 for 2018 as compared to $2,556
in 2017 and $2,476 in 2016.
Established Communities—Rental revenue increased $40,526,000, or 2.5%, to $1,631,633,000 for 2018 from
$1,591,107,000 in the prior year. The increase is due to an increase in average rental rates of 2.5% to $2,576 per apartment
home and maintaining economic occupancy consistent at 96.1%. Rental revenue increased $38,648,000, or 2.5%, for 2017,
as compared to the prior year. 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.
We experienced increases in rental revenue for all of our Established Communities' regions in 2018 as compared to the prior year,
as discussed in more detail below.
The Northern California region accounted for 22.5% of the Established Community rental revenue for 2018 and experienced
a rental revenue increase of 2.7% for 2018 over the prior year. Average rental rates increased 2.7% to $2,936 per apartment
home, and economic occupancy remained consistent at 96.4% for 2018 as compared to 2017. We believe improving income
growth will support stronger rental revenue growth in Northern California in 2019.
The Metro New York/New Jersey region accounted for 22.1% of the Established Community rental revenue for 2018 and
experienced a rental revenue increase of 1.7% for 2018 over the prior year. Average rental rates increased 1.8% to $3,002
per apartment home, and were partially offset by a 0.1% decrease in economic occupancy to 96.2% for 2018 as compared
to 2017. We expect operating conditions in the Metro New York/New Jersey region to improve modestly in 2019, driven
primarily by a stronger income growth forecast than 2018.
The Southern California region accounted for 20.9% of the Established Community rental revenue for 2018 and experienced
a rental revenue increase of 3.6% for 2018 over the prior year. Average rental rates increased 3.5% to $2,300 per apartment
home, and economic occupancy increased 0.1% to 96.1% for 2018 as compared to 2017. We believe relatively stable job
and income growth in Southern California will continue to support favorable operating conditions in the region in 2019.
The New England region accounted for 14.7% of the Established Community rental revenue for 2018 and experienced a
rental revenue increase of 3.0% for 2018 over the prior year. Average rental rates increased 2.9% to $2,510 per apartment
home, and economic occupancy increased 0.1% to 96.0% for 2018 as compared to 2017. We expect the operating environment
in New England to improve in 2019, driven by strengthening income growth and a decrease in the volume of new apartment
deliveries relative to 2018.
The Mid-Atlantic region accounted for 14.5% of the Established Community rental revenue for 2018 and experienced a
rental revenue increase of 1.8% for 2018 over the prior year. Average rental rates increased 1.7% to $2,218 per apartment
home, and economic occupancy increased 0.1% to 96.0% for 2018 as compared to 2017. We believe elevated levels of new
apartment deliveries in the Mid-Atlantic region will continue to limit our ability to increase rental rates in 2019.
The Pacific Northwest region accounted for 5.3% of the Established Community rental revenue for 2018 and experienced
a rental revenue increase of 2.5% for 2018 over the prior year. Average rental rates increased 2.5% to $2,301 per apartment
home, and economic occupancy remained consistent at 96.0% for 2018 as compared to 2017. We expect operating conditions
in the Pacific Northwest to remain relatively stable in 2019.
Management, development and other fees decreased $575,000 or 13.9%, and $1,452,000, or 25.9%, in 2018 and 2017, respectively,
as compared to the prior years. The decreases in 2018 and 2017 were primarily due to lower property and asset management fees
earned as a result of dispositions from Fund II, the U.S. Fund and the AC JV.
Direct property operating expenses, excluding property taxes increased $12,704,000, or 3.0%, and $21,874,000, or 5.4%, in 2018
and 2017, respectively, as compared to the prior years. The increases in 2018 and 2017 were primarily due to the addition of newly
developed and acquired apartment communities.
For Established Communities, direct property operating expenses, excluding property taxes, increased $5,993,000, or
2.0%, and $6,067,000, or 2.0%, in 2018 and 2017, respectively, as compared to the prior years. The increase in 2018 was
primarily due to increased compensation expense as well as maintenance and utilities costs, partially offset by decreased
marketing and property insurance costs. The increase in 2017 was primarily due to increased compensation expense, bad
debt and turnover and maintenance costs, partially offset by decreased property insurance costs.
Property taxes increased $20,188,000, or 9.1%, and $16,538,000, or 8.1%, in 2018 and 2017, respectively, as compared to the
prior years. The increases in 2018 and 2017 were primarily due to the addition of newly developed and acquired apartment
communities, increased assessments across our portfolio, as well as successful appeals in the prior years in excess of those
recognized in the then current year.
For Established Communities, property taxes increased $8,520,000, or 5.3%, and $5,300,000, or 3.5%, in 2018 and 2017,
respectively, as compared to the prior years. The increases in 2018 and 2017 were primarily due to increased assessments
and rates in the current year periods, as well as successful appeals in the prior year periods in the Company's West Coast
markets. 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 increased $10,574,000, or 15.2%, and $2,521,000,
or 3.8%, in 2018 and 2017, respectively, as compared to the prior year. The increase in 2018 was primarily due to advocacy
contributions not present in the prior year, increased compensation related costs and spending on corporate initiatives in the current
year. The increase in 2017 was primarily due to increased compensation related costs, partially offset by severance costs in 2016
not present in 2017.
Investments and investment management expense increased by $1,773,000, or 29.9%, and $1,114,000, or 23.1%, in 2018 and
2017, respectively, as compared to the prior years. The increase in 2018 was primarily due to severance costs, which were not
present in the prior year, and an increase in compensation expense. The increase in 2017 was primarily due to an increase in
compensation expense.
40
41
Expensed acquisition, development and other pursuit costs, net of recoveries primarily reflect abandoned pursuit costs as well as
acquisition costs related to business acquisitions that occurred prior to the adoption of ASU 2017-01 as of October 1, 2016.
Subsequent to the adoption of ASU 2017-01, we expect that acquisitions of individual operating communities will generally be
viewed as asset acquisitions, and result in acquisition costs being capitalized instead of expensed. Abandoned pursuit costs include
costs incurred for development pursuits not yet considered probable for development, as well as the abandonment of Development
Rights and costs related to abandoned acquisition and disposition pursuits. These costs can be volatile, particularly in periods of
increased acquisition pursuit activity, periods of economic downturn or when there is limited access to capital, and the costs may
vary significantly from period to period. These aggregate costs increased $1,573,000, or 57.5%, in 2018, and decreased $7,186,000,
or 72.4%, in 2017, as compared to the prior years. The increase in 2018 was primarily due to increased abandoned development
pursuit costs and the non-cash write-off of asset management fee intangibles associated with the disposition of communities in
the U.S. Fund and the AC JV. The decrease in 2017 was due to a decrease in acquisition costs related to communities acquired
during the prior year periods that were expensed prior to the adoption of ASU 2017-01, decreased development pursuit costs, as
well as the non-cash write-off of asset management fee intangibles associated with the disposition of communities in the U.S.
Fund in the prior year period in excess of amounts recognized in the current year period.
Interest expense, net increased $21,313,000, or 10.7%, and $12,151,000, or 6.5%, in 2018 and 2017, respectively, as compared
to the prior years. This category includes interest costs offset by capitalized interest pertaining to development and redevelopment
activity, amortization of premium/discount on debt, and interest income. The increase in 2018 was primarily due to a decrease in
amounts of interest capitalized resulting from a decrease in development and redevelopment activity, as well as an increase in
outstanding unsecured indebtedness, partially offset by a decrease in secured indebtedness. The increase in 2017 was primarily
due to a decrease in amounts of interest capitalized resulting from a decrease in development activity, as well as an increase in
outstanding unsecured indebtedness.
Loss on the extinguishment of debt, net reflects prepayment penalties, the write-off of unamortized deferred financing costs and
premiums from our debt repurchase and retirement activity, or payments to acquire our outstanding debt at amounts above or
below the carrying basis of the debt acquired. The loss of $17,492,000 for 2018 was due to:
•
•
a prepayment penalty of $8,579,000 and the non-cash write-off of deferred financing costs of $347,000 associated with
the early repayment of $250,000,000 principal amount of 6.10% unsecured notes; and
the aggregate prepayment penalty of $3,308,000 and the non-cash write-off of deferred financing costs of $5,258,000 on
the repayment or refinancing of $244,546,000 principal amount of mortgage notes secured by six wholly-owned operating
communities.
The loss of $25,472,000 for 2017 was primarily due to:
•
•
prepayment penalties of $33,515,000 and the non-cash write-off of deferred financing costs of $1,450,000 associated
with the repayment of $556,313,000 aggregate principal amount of fixed rate mortgage notes secured by 12 wholly-
owned operating communities in advance of their May 2019 maturity dates; partially offset by
a gain of $10,839,000, primarily composed of the write-off of unamortized premium on the repayment of $670,590,000
principal amount of fixed rate mortgage notes secured by 11 wholly-owned operating communities in advance of their
November 2017 maturity dates.
Depreciation expense increased $47,046,000, or 8.1%, and $52,716,000, or 9.9%, in 2018 and 2017, respectively, as compared
to the prior years. The increases in 2018 and 2017 were primarily due to the addition of newly developed and acquired apartment
communities.
General and administrative expense (“G&A”) increased $5,692,000, or 11.2%, and $4,902,000, or 10.7%, in 2018 and 2017,
respectively, as compared to the prior years. The increase in 2018 was primarily due to an increase in compensation related expenses
and a decrease in legal recoveries. The increase in 2017 was primarily due to an increase in compensation related expenses,
professional fees, and sales and use tax expense.
42
Casualty and impairment loss (gain), net of $215,000 for 2018 primarily consists of an impairment charge of $826,000 recognized
for a land parcel we had acquired for development and no longer intend to develop, partially offset by $554,000 of legal settlement
proceeds relating to construction defects at a community acquired as part of the Archstone Acquisition. The loss of $6,250,000
for 2017 consists of a $9,350,000 impairment charge recognized for a land parcel we had acquired for development in 2004 and
sold in July 2017, and the net impact of the Maplewood casualty loss, net of associated insurance receivables, of $2,338,000,
partially offset by $5,438,000 of legal settlement proceeds relating to construction defects at a community acquired as part of the
Archstone Acquisition.
Equity in income of unconsolidated real estate entities decreased $55,474,000, or 78.4%, and increased $5,782,000, or 8.9%, in
2018 and 2017, respectively, as compared to the prior years. The decrease in 2018 was primarily due to gains on the sale of
communities in various ventures and the recognition of income for the Company's promoted interest from Fund II in the prior
year period, coupled with the resulting decreased NOI from the ventures in the current year period, due to disposition activity in
2017 and 2018. The increase in 2017 was primarily due to the recognition of income for the Company's promoted interest, partially
offset by decreased gains on the sale of communities in various ventures in the current year, and decreased NOI from the ventures
due to disposition activity in 2016 and 2017.
Gain on sale of communities increased in 2018 and decreased in 2017 as compared to the prior years. The amount of gain realized
in a given period depends on many factors, including the number of communities sold, the size and carrying value of the communities
sold and the market conditions in the local area. The gain of $374,976,000 in 2018 was primarily due to the sale of eight wholly-
owned operating communities and the recognition of the gain associated with the contribution of five wholly-owned operating
communities to the NYC Joint Venture, a venture in which we retained a 20.0% interest. The gain of $252,599,000 in 2017 was
primarily due to the sale of six wholly-owned operating communities.
Gain (loss) on other real estate transactions of $345,000 in 2018 was primarily composed of gains on ancillary real estate. The
loss of $10,907,000 in 2017 was primarily composed of the non-cash write-off of prepaid rent associated with the purchase of
land previously subject to a ground lease.
Liquidity and Capital Resources
We employ a disciplined approach to our liquidity and capital management. When we source capital, we take into account both
our view of the most cost effective alternative then available and our desire to maintain a balance sheet that provides us with
flexibility. 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 opportunistically before maturity; and
normal recurring operating expenses and corporate overhead expenses.
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 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.
We had cash and cash equivalents and restricted cash of $217,864,000 at December 31, 2018, an increase of $15,958,000 from
$201,906,000 at December 31, 2017. The following discussion relates to changes in cash and cash equivalents and restricted cash
due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows included
elsewhere in this report.
Operating Activities—Net cash provided by operating activities increased to $1,301,111,000 in 2018 from $1,256,257,000
in 2017. The change was driven primarily by increased NOI from existing, acquired and newly developed communities.
Investing Activities—Net cash used in investing activities totaled $596,651,000 in 2018. The net cash used was primarily due
to:
•
•
investment of $1,139,954,000 in the development and redevelopment of communities;
acquisition of four operating communities for $338,620,000; and
43
•
capital expenditures of $86,932,000 for our operating communities and non-real estate assets.
Continuous Equity Offering Program
These amounts are partially offset by:
•
•
proceeds from the sale of real estate, including the contribution of five communities to the NYC Joint Venture, of
$883,313,000; and
net distributions from unconsolidated real estate entities of $24,499,000.
Financing Activities—Net cash used in financing activities totaled $688,502,000 in 2018. The net cash used was primarily
due to:
•
•
•
payment of cash dividends in the amount of $805,239,000;
the repayment of unsecured notes in the amount of $258,579,000; and
the repayment of secured notes in the amount of $255,452,000.
These amounts are partially offset by:
•
•
•
proceeds from the issuance of unsecured notes in the amount of $299,442,000, less deferred financing costs of
$16,258,000;
the issuance of secured notes in the amount of $295,939,000; and
the issuance of common stock in the amount of $52,261,000, primarily through CEP IV.
Variable Rate Unsecured Credit Facility
We have a $1,500,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the "Credit Facility") which
matures in April 2020. We may extend the maturity for up to nine months, provided we are not in default and upon payment of a
$1,500,000 extension fee. The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate
("LIBOR"), rating levels achieved on our unsecured notes and on a maturity schedule selected by us. The current stated pricing
is LIBOR plus 0.825% per annum (3.34% at January 31, 2019 assuming a one month borrowing rate). The annual facility fee is
0.125% (or approximately $1,875,000 annually based on the $1,500,000,000 facility size and based on our current credit rating).
We had $106,000,000 outstanding under the Credit Facility and had $40,010,000 outstanding in letters of credit that reduced our
borrowing capacity as of January 31, 2019.
Financial Covenants
We are subject to financial and other covenants contained in the Credit Facility, the Term Loan and the indenture under which our
unsecured notes were issued. The principal financial covenants include the following:
•
•
limitations on the amount of total and secured debt in relation to our overall capital structure;
limitations 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 December 31, 2018.
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.
In December 2015, we commenced a fourth continuous equity program (“CEP IV”) under which we may sell up to $1,000,000,000
of our common stock from time to time. Actual sales will depend on a variety of factors to be determined, including market
conditions, the trading price of our common stock and determinations of the appropriate sources of funding. In conjunction with
CEP IV, we engaged sales agents who will receive compensation of up to 2.0% of the gross sales price for shares sold. CEP IV
also allows us to enter into forward sale agreements up to $1,000,000,000 in aggregate sales price of our common stock. We expect
that we will physically settle each forward sale agreement on one or more dates prior to the maturity date of that particular forward
sale agreement, in which case we will expect to receive aggregate net cash proceeds at settlement equal to the number of shares
underlying the particular forward agreement multiplied by the relevant forward sale price. However, we may also elect to cash
settle or net share settle a forward sale agreement. In connection with each forward sale agreement, we will pay the relevant forward
seller, in the form of a reduced initial forward sale price, commission of up to 2.0% of the sales prices of all borrowed shares of
common stock sold. In 2018, we sold 244,924 shares at an average sales price of $189.14 per share, for net proceeds of $45,629,000.
As of January 31, 2019, we had $846,591,000 of shares remaining authorized for issuance under this program and no forward
sales agreements outstanding.
Forward Interest Rate Swap Agreements
In 2018, we entered into $250,000,000 of forward interest rate swap agreements executed to reduce the impact of variability in
interest rates on a portion of our expected debt issuance activity in 2019, which are outstanding as of December 31, 2018. At
maturity of the outstanding swap agreements, we expect to cash settle the contracts and either pay or receive cash for the then
current fair value. Assuming that we issue the debt as expected, the hedging impact from these positions will then be recognized
over the life of the issued debt as a yield adjustment.
In conjunction with our March 2018 unsecured note issuance, we settled $300,000,000 of forward interest rate swap agreements
entered into in 2017 and designated as cash flow hedges of interest variability on the forecasted issuance of the unsecured notes,
receiving a payment of $12,598,000.
Future Financing and Capital Needs—Debt Maturities
One of our principal long-term liquidity needs is the repayment of long-term debt at maturity. For both our unsecured and secured
notes, a portion of the principal of these notes may be repaid prior to maturity. Early retirement of our unsecured or secured notes
could result in gains or losses on extinguishment. 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 or otherwise provide liquidity to satisfy the debt at maturity. This refinancing may be
accomplished by uncollateralized private or public debt offerings, equity issuances, additional debt financing that is secured by
mortgages on individual communities or groups of communities or borrowings under our Credit Facility. 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 debt activity occurred during 2018:
•
•
•
•
•
In February 2018, we repaid $15,174,000 principal amount of 6.60% fixed rate debt secured by Avalon Oaks West in
advance of its scheduled maturity date, incurring a charge of $426,000, consisting of a prepayment penalty of $152,000
and the non-cash write-off of unamortized deferred financing costs of $274,000.
In February 2018, we repaid $11,038,000 principal amount of 4.61% fixed rate debt secured by AVA Pasadena at par in
advance of its scheduled maturity date.
In March 2018, we issued $300,000,000 principal amount of unsecured notes in a public offering under our existing shelf
registration statement for net proceeds of approximately $296,210,000. The notes mature in April 2048 and were issued
at a 4.35% interest rate. The effective interest rate of the notes for the first 10 years is 3.97%, including the impact of an
interest rate hedge and offering costs, and for the remainder of the term the effective interest rate is 4.39%.
In April 2018, we repaid $13,380,000 principal amount of 3.06% fixed rate debt secured by Avalon Andover at par at its
scheduled maturity date.
In June 2018, we repaid $15,295,000 principal amount of 6.90% fixed rate debt secured by Avalon Orchards in advance
of its scheduled maturity date, incurring a charge of $635,000, consisting of a prepayment penalty of $282,000 and the
non-cash write-off of unamortized deferred financing costs of $353,000.
44
45
•
•
•
In August 2018, we repaid $95,859,000 aggregate principal amount of variable rate debt secured by Avalon Calabasas,
of which $51,449,000 was repaid at par at its scheduled maturity date, and $44,410,000 was repaid at par in advance of
its April 2028 maturity date. We recognized a non-cash charge of $1,690,000 for the write-off of unamortized debt
discount.
In December 2018, we repaid $250,000,000 principal amount of 6.10% unsecured notes in advance of its March 2020
scheduled maturity, recognizing a charge of $8,926,000, consisting of a prepayment penalty of $8,579,000 and a non-
cash write-off of deferred financing costs of $347,000.
In December 2018, in conjunction with the formation of the NYC Joint Venture as discussed in Note 5, "Investments in
Real Estate Entities" of our Consolidated Financial Statements, the following financing activities took place:
We repaid $93,800,000 of variable rate debt secured by Avalon Bowery Place I in advance of its November
2037 maturity date. In conjunction with the repayment, we recognized a charge of $5,837,000, consisting of a
prepayment penalty of $2,874,000 and the non-cash write-off of unamortized deferred financing costs of
$2,963,000.
We entered into a $93,800,000 fixed rate note secured by Avalon Bowery Place I, with a contractual interest
rate of 4.01%, maturing in January 2029.
We entered into a $39,639,000 fixed rate note secured by Avalon Bowery Place II, with a contractual interest
rate of 4.01%, maturing in January 2029.
We entered into a $12,500,000 fixed rate note secured by Avalon Morningside Park, with a contractual interest
rate of 3.95%, maturing in January 2029.
We entered into a $150,000,000 fixed rate note secured by Avalon West Chelsea and AVA High Line, a dual-
branded community, with contractual interest rate of 4.01%, maturing in January 2029.
The NYC Joint Venture then assumed the aggregate $295,939,000 of new borrowings discussed above, as well
as the previously outstanding $100,000,000 fixed rate note secured by Avalon Morningside Park with a
contractual interest rate of 3.50%.
The following table details our consolidated 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 December 31, 2018 and 2017 (dollars in
thousands). We are not directly or indirectly (as borrower or guarantor) obligated in any material respect to pay principal or interest
on the indebtedness of any unconsolidated entities in which we have an equity or other interest.
All-In
interest
rate (1)
Principal
maturity
date
Balance Outstanding (2)
Scheduled Maturities
12/31/2017
12/31/2018
2019
2020
2021
2022
2023
Thereafter
Community
Tax-exempt bonds
Fixed rate
Avalon Oaks West
7.55% Apr-2043
(3)
$
15,213
$
— $
— $
— $
— $
— $
— $
—
37,561
62,200
99,761
566
—
566
596
—
596
629
—
629
663
—
663
699
—
699
Avalon at Chestnut Hill
6.16% Oct-2047
Avalon Westbury
3.86% Nov-2036
(4)
Variable rate
Eaves Mission Viejo
AVA Nob Hill
Avalon Campbell
Eaves Pacifica
2.58% Jun-2025
2.83% Jun-2025
3.14% Jun-2025
3.18% Jun-2025
Avalon Bowery Place I
4.24% Nov-2037
Avalon Acton
2.74%
Jul-2040
Avalon Morningside Park
3.36% May-2046
Avalon Clinton North
Avalon Clinton South
Avalon Midtown West
Avalon San Bruno I
Avalon Calabasas
Conventional loans
Fixed rate
3.40% Nov-2038
3.40% Nov-2038
3.31% May-2029
3.29% Dec-2037
2.68% Apr-2028
(5)
(5)
(5)
(5)
(6)
(5)
(7)
(5)
(5)
(5)
(5)
(3)
$250 million unsecured notes
6.19% Mar-2020
(3)
$250 million unsecured notes
4.04% Jan-2021
$450 million unsecured notes
4.30% Sep-2022
$250 million unsecured notes
3.00% Mar-2023
$400 million unsecured notes
3.78% Oct-2020
$350 million unsecured notes
4.30% Dec-2023
$300 million unsecured notes
3.66% Nov-2024
$525 million unsecured notes
3.55% Jun-2025
$300 million unsecured notes
3.62% Nov-2025
$475 million unsecured notes
3.35% May-2026
$300 million unsecured notes
3.01% Oct-2026
$350 million unsecured notes
3.95% Oct-2046
$400 million unsecured notes
3.50% May-2027
$300 million unsecured notes
4.09%
Jul-2047
$450 million unsecured notes
3.32% Jan-2028
$300 million unsecured notes
3.97% Apr-2048
Avalon Orchards
7.80%
Jul-2033
(3)
Avalon Walnut Creek
4.00%
Jul-2066
AVA Pasadena
Eaves Los Feliz
Eaves Woodland Hills
Avalon Russett
Avalon San Bruno II
Avalon Westbury
Avalon San Bruno III
Avalon Andover
Avalon Natick
Avalon Hoboken
4.06% Jun-2018
(3)
3.68% Jun-2027
3.67% Jun-2027
3.77% Jun-2027
3.85% Apr-2021
4.88% Nov-2036
(4)
3.18% Jun-2020
3.28% Apr-2018
3.15% Apr-2019
3.55% Dec-2020
Avalon Columbia Pike
3.24% Nov-2019
38,097
62,200
115,510
7,635
20,800
38,800
17,600
93,800
45,000
100,000
147,000
121,500
100,500
64,450
44,410
7,635
20,800
38,800
17,600
—
45,000
—
147,000
121,500
100,500
64,450
—
801,495
563,285
250,000
250,000
450,000
250,000
400,000
350,000
300,000
525,000
300,000
475,000
300,000
350,000
400,000
300,000
450,000
—
15,579
3,557
11,073
41,400
111,500
32,200
29,533
16,450
53,315
13,498
13,831
67,904
68,637
—
250,000
450,000
250,000
400,000
350,000
300,000
525,000
300,000
475,000
300,000
350,000
400,000
300,000
450,000
300,000
—
3,699
—
41,400
111,500
32,200
28,999
15,095
52,090
—
13,482
67,904
67,085
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 250,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 450,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 400,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
564
1,430
1,264
—
13,482
591
1,495
50,826
—
—
—
67,904
67,085
—
27,844
1,575
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
250,000
—
350,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,655
1,740
—
—
—
—
—
—
—
—
—
—
34,408
62,200
96,608
7,635
20,800
38,800
17,600
—
45,000
—
147,000
121,500
100,500
64,450
—
563,285
—
—
—
—
—
—
300,000
525,000
300,000
475,000
300,000
350,000
400,000
300,000
450,000
300,000
—
3,699
—
41,400
111,500
32,200
—
7,200
—
—
—
—
—
46
47
5,828,477
5,833,454
83,825
520,816
279,419
451,655
601,740
3,895,999
Balance Outstanding (2)
Scheduled Maturities
12/31/2017
12/31/2018
2019
2020
2021
2022
2023
Thereafter
Unconsolidated Real Estate Investments and Off-Balance Sheet Arrangements
Unconsolidated Investments
Community
Variable rate
Avalon Calabasas
Avalon Natick
All-In
interest
rate (1)
Principal
maturity
date
2.40% Aug-2018
4.51% Apr-2019
(5)
Archstone Lexington
4.18% Oct-2020
Term Loan - $100 million
3.44% Feb-2022
Term Loan - $150 million
3.98% Feb-2024
$300 million unsecured notes
3.05% Jan-2021
52,092
35,039
21,700
100,000
150,000
300,000
658,831
—
34,155
21,700
100,000
150,000
300,000
—
34,155
—
—
—
—
—
—
21,700
—
—
—
—
—
—
—
—
— 100,000
—
—
—
605,855
34,155
21,700
300,000
100,000
— 300,000
—
—
—
—
—
—
—
—
—
—
—
150,000
—
150,000
Total indebtedness - excluding Credit Facility
$ 7,404,313
$ 7,102,355 $118,546
$543,112
$580,048
$552,318
$ 602,439
$ 4,705,892
_________________________________
(1) Includes credit enhancement fees, facility fees, trustees’ fees, the impact of interest rate hedges, offering costs, mark to market amortization
and other fees.
(2) Balances outstanding represent total amounts due at maturity, and exclude deferred financing costs and debt discount for the unsecured
notes of $44,007 and $47,236 as of December 31, 2018 and 2017, respectively, deferred financing costs and debt discount associated with
secured notes of $18,085 and $27,607 as of December 31, 2018 and 2017, respectively, as reflected on our Consolidated Balance Sheets
included elsewhere in this report.
(3) During 2018, we repaid this borrowing in advance of its scheduled maturity date.
(4) Maturity date reflects the contractual maturity of the underlying bond. There is also an associated earlier credit enhancement maturity date.
(5) Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
(6) During 2018, we refinanced this borrowing in advance of its scheduled maturity date and it was subsequently assumed by the NYC Joint
Venture, in which we own a 20.0% interest, as discussed above.
(7) During 2018, this borrowing was assumed by the NYC Joint Venture, in which we own a 20.0% interest, as discussed above.
Future Financing and Capital Needs—Portfolio and Capital Markets Activity
In 2019, we expect to meet our liquidity needs from a variety of internal and external sources, including (i) real estate dispositions,
(ii) cash balances on hand as well as cash generated from our operating activities, (iii) borrowing capacity under our Credit Facility
and (iv) secured and unsecured debt financings. Additional sources of liquidity in 2019 may include the issuance of common and
preferred equity. 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.
Before beginning new construction or reconstruction activity, including activity related to communities owned by unconsolidated
joint ventures, we intend to plan 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 our ownership periods 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 that we develop, redevelop or acquire, 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 until such time as
the proceeds have been redeployed into revenue generating assets. We believe that the temporary absence of future cash flows
from communities sold will not have a material impact on our ability to fund future liquidity and capital resource needs.
During 2018, we contributed five wholly-owned operating communities located in New York, NY to a newly formed joint venture
(the "NYC Joint Venture"), for net cash proceeds of $276,799,000 and the assumption of $395,939,000 of secured indebtedness
by the venture, recognizing a gain on sale of $179,861,000. We retained a 20.0% interest in the venture and are acting as the
managing member of the venture as well as the property manager for the communities. The five communities contain an aggregate
of 1,301 apartment homes and 58,000 square feet of retail space. In conjunction with the formation of the venture, we entered into
the refinancing and borrowing activities discussed in "Liquidity and Capital Resources, Future Financing and Capital Needs—
Debt Maturities" and the venture assumed all outstanding indebtedness.
The U.S. Fund has six institutional investors, including us. We are the general partner of the U.S. Fund and, excluding costs
incurred in excess of our equity in the underlying net assets of the U.S. Fund, we have an equity investment of $31,194,000 (net
of distributions), representing a 28.6% combined equity interest. The U.S. Fund was formed in July 2011 and is fully invested.
The U.S. Fund has a term that expires in July 2023, assuming the exercise of two, one-year extension options. During 2018, the
U.S. Fund sold one community containing 131 apartment homes for a sales price of $85,500,000. Our share of the gain was
$8,636,000. In conjunction with the disposition of this community, the U.S. Fund repaid $27,928,000 of related secured indebtedness
in advance of the scheduled maturity date.
The AC JV has four institutional investors, including us. Excluding costs incurred in excess of our equity in the underlying net
assets of the AC JV, we have an equity investment of $34,799,000 (net of distributions), representing a 20.0% equity interest. The
AC JV was formed in 2011. During 2018, the AC JV sold one community containing 392 apartment homes for a sales price of
$94,250,000. Our proportionate share of the gain in accordance with GAAP was $2,019,000. In conjunction with the disposition
of this community, the AC JV repaid a $50,647,000 loan to the equity investors in the venture at par.
During 2016, we entered into a joint venture to develop, own, and operate AVA North Point, an apartment community located in
Cambridge, MA, which completed construction during 2018 and contains 265 apartment homes. We own a 55.0% interest in the
venture, and the venture partner owns the remaining 45.0% interest. AVA North Point is the third phase of a master planned
development, the other phases of which are owned through the AC JV. During 2016, we provided the partners of the AC JV the
opportunity to acquire the AVA North Point land parcel we owned as required in the right of first offer (“ROFO”) provisions for
the AC JV. After certain partners of the AC JV declined to participate, we entered into the new joint venture and sold the land
parcel to the venture in exchange for a cash payment and a capital account credit, and managed the development of AVA North
Point in exchange for a developer fee. Upon sale of the land parcel, we recognized a gain of $10,621,000. At December 31, 2018,
excluding costs incurred in excess of our equity in the underlying net assets of AVA North Point, we have an equity investment
of $45,162,000.
During 2015, we entered into a joint venture agreement to purchase land and pursue entitlements and pre-development activity
for a mixed-use development project in Sudbury, MA, including multifamily apartment homes, retail, senior housing and age-
restricted housing. We have a 60.0% ownership interest in the venture. During 2017, we and our joint venture partner each acquired
our respective portions of the real estate held by the venture, with our portion consisting of a parcel of land on which we are
developing an apartment community, acquired for an investment of $19,200,000. Along with our joint venture partner, we retained
continuing involvement with the venture to fund the completion of the planned infrastructure and site work which is substantially
complete as of December 31, 2018.
As part of the Archstone Acquisition we entered into a limited liability company agreement with Equity Residential, through which
we assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements
(the “Legacy JV”). We have a 40.0% interest in the Legacy JV. During the years ended December 31, 2018, 2017 and 2016, the
Legacy JV redeemed certain of the preferred interests and paid accrued dividends, of which our portion was $1,120,000, $2,000,000
and $1,960,000, respectively. At December 31, 2018, the remaining preferred interests had an aggregate liquidation value of
$36,806,000, our 40.0% share of which was included in accrued expenses and other liabilities in the accompanying Consolidated
Balance Sheets presented elsewhere in this report.
48
49
In conjunction with the Archstone Acquisition, through subsidiaries, we entered into three limited liability company agreements
with Equity Residential (collectively, the “Residual JV”) through which we and Equity Residential acquired (i) certain assets of
Archstone that we and Equity Residential have divested (the “Residual Assets”), and (ii) various liabilities of Archstone that we
and Equity Residential agreed to assume (the “Residual Liabilities”). The Residual Assets included various licenses, insurance
policies, contracts, office leases and other miscellaneous assets. The Residual Liabilities include most existing or future litigation
and claims related to Archstone’s operations for periods before the close of the Archstone Acquisition, except for (i) claims that
principally relate to the physical condition of the assets acquired directly by us or Equity Residential, which generally remain the
sole responsibility of us or Equity Residential, as applicable, and (ii) certain tax and other litigation between Archstone and various
equity holders in Archstone related to periods before the close of the Archstone Acquisition, and claims which may arise due to
changes in the capital structure of Archstone that occurred prior to closing, for which the seller has agreed to indemnify us and
Equity Residential. We jointly control the Residual JV with Equity Residential and we hold a 40.0% economic interest in the
Residual JV. We believe our remaining potential obligations under the Residual JV will not have a material impact on our financial
position or results of operations.
In addition, during 2018, we held an investment in, and received the final distributions for Fund II. Fund II was established to
engage in a real estate acquisition program through a discretionary investment fund. We believe this investment format provides
the following attributes: (i) third-party joint venture equity as an additional source of financing to expand and diversify our portfolio;
(ii) additional sources of income in the form of property management and asset management fees and, potentially, incentive
distributions if the performance exceeds certain thresholds; and (iii) additional visibility into the transactions occurring in
multifamily assets that helps us with other investment decisions related to our wholly-owned portfolio.
Fund II had six institutional investors, including us. One of our wholly-owned subsidiaries was the general partner of Fund II and
we had an equity interest of 31.3% combined general partner and limited partner equity interest. Upon achievement of a threshold
return, we had a right to incentive distributions for our promoted interest which represented the first 40.0% of further Fund II
distributions, which was in addition to our share of the remaining 60.0% of distributions. Fund II served as the exclusive vehicle
for acquiring apartment communities from its formation in 2008 through the close of its investment period in August 2011. In
2017, Fund II sold its final apartment communities and we completed the dissolution of Fund II in 2018.
As of December 31, 2018, we had investments in the following unconsolidated real estate entities accounted for under the equity
method of accounting. Refer to Note 5, “Investments in Real Estate Entities,” of the Consolidated Financial Statements included
elsewhere in this report, which includes information on the aggregate assets, liabilities and equity, as well as operating results,
and our proportionate share of their operating results. For ventures holding operating apartment communities as of December 31,
2018, detail of the real estate and associated funding underlying our unconsolidated investments is presented in the following table
(dollars in thousands).
Company
Ownership
Percentage
# of
Apartment
Homes
Total
Capitalized
Cost (1)
Principal
Amount
Type
Interest
Rate (3)
Maturity
Date
Debt (2)
Unconsolidated Real Estate Investments
NYTA MF Investors LLC
1. Avalon Bowery Place I—New York, NY
2. Avalon Bowery Place II—New York, NY
3. Avalon Morningside—New York, NY (4)
4. Avalon West Chelsea—New York, NY (5)
5. AVA High Line—New York, NY (5)
Total NYTA MF Investors LLC
20.0%
1,301
U.S. Fund
1. Avalon Studio 4121—Studio City, CA
2. Avalon Marina Bay—Marina del Rey, CA (6)
3. Avalon Venice on Rose—Venice, CA
4. Avalon Station 250—Dedham, MA
5. Avalon Grosvenor Tower—Bethesda, MD
Total U.S. Fund
28.6%
AC JV
1. Avalon North Point—Cambridge, MA (7)
2. Avalon North Point Lofts — Cambridge, MA
Total AC JV
North Point II JV, LP
1. AVA North Point—Cambridge, MA
Total North Point II JV, LP
Other Operating Joint Ventures
1. MVP I, LLC
2. Brandywine Apartments of Maryland, LLC
Total Other Joint Ventures
20.0%
55.0%
25.0%
28.7%
149
205
70
285
237
946
426
103
529
265
265
313
305
618
206
$
208,270
$
93,800
Fixed
90
295
305
405
86,444
39,639
Fixed
211,143
132,286
127,489
765,632
112,500
Fixed
66,000
Fixed
84,000
Fixed
395,939
57,146
77,186
57,420
97,426
80,293
28,297
Fixed
51,300
Fixed
28,371
Fixed
55,139
Fixed
42,739
Fixed
26,849
— N/A
215,544
111,653
106,023
— N/A
106,023
$
—
125,440
103,000
Fixed
19,638
22,195
Fixed
145,078
125,195
Total Unconsolidated Investments
3,659
$ 1,601,748
$ 838,633
_________________________________
(1) Represents total capitalized cost as of December 31, 2018.
(2) We have not guaranteed the debt of unconsolidated investees and bear no responsibility for the repayment.
(3) Represents weighted average rate on outstanding debt as of December 31, 2018.
(4) Borrowing on this community is comprised of two mortgage loans.
(5) Borrowing on this dual-branded community is comprised of a single mortgage loan.
Jan 2029
Jan 2029
Jan 2029/
May 2046
Jan 2029
Jan 2029
4.01%
4.01%
3.55%
4.01%
4.01%
3.88%
3.34% Nov 2022
1.56% Dec 2020
3.28% Jun 2020
3.73% Sep 2022
3.74% Sep 2022
N/A
6.00%
N/A
N/A
N/A
N/A
3.24%
Jul 2025
3.40% Jun 2028
3.27%
3.87%
369,471
205,846
3.08%
188,695
111,653
Fixed
6.00% Aug 2021
(6) Borrowing on this community is a variable rate loan which has been converted to a fixed rate borrowing with an interest rate swap.
(7) Borrowing is comprised of a loan made by the equity investors in the venture in proportion to their equity interests.
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 5, “Investments in
Real Estate Entities,” of our Consolidated Financial Statements included elsewhere in this report.
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We have not guaranteed the debt of our unconsolidated real estate entities, as referenced in the table above, nor do we have any
obligation to fund this debt should the unconsolidated real estate entities be unable to do so. In the future, in the event the
unconsolidated real estate entities were unable to meet their obligations under a loan, we cannot predict at this time whether we
would provide any voluntary support, or take any other action, as any such action would depend on a variety of factors, including
the amount of support required and the possibility that such support could enhance the return of the unconsolidated real estate
entities and/or our returns by providing time for performance to improve.
There are no other material 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 the indebtedness of unconsolidated entities in which we have an
interest.
Contractual Obligations
Scheduled contractual obligations required for the next five years and thereafter are as follows as of December 31, 2018 (dollars
in thousands):
Debt Obligations
Interest on Debt Obligations (1)
Operating Lease Obligations (2)
Capital Lease Obligations (2)(3)
_________________________________
Payments due by period
Total
Less than 1
Year
1-3 Years
3-5 Years
More than 5
Years
$ 7,102,355
$
118,546
$ 1,123,160
$ 1,154,757
$ 4,705,892
2,578,835
504,865
46,618
257,366
14,166
1,075
465,374
25,062
2,157
386,854
1,469,241
25,656
2,166
439,981
41,220
$ 10,232,673
$
391,153
$ 1,615,753
$ 1,569,433
$ 6,656,334
(1) Interest payments on variable rate debt obligations are calculated based on the rate as of December 31, 2018.
(2) Includes land leases expiring between October 2026 and March 2142. Amounts do not include any adjustment for purchase options
available under the land leases.
(3) Aggregate capital lease payments include $26,375 in interest costs.
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 effect 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. Similarly, in a deflationary rent environment, we may be exposed to
declining rents more quickly under these shorter-term leases.
Recent U.S. Federal Income Tax Updates
Special FIRPTA Rules. To the extent our stock is held directly (or indirectly through one or more partnerships) by a
“qualified shareholder,” it will not be treated as a U.S. real property interest for such qualified shareholder. Further, to
the extent such treatment applies, any distribution to such shareholder will not be treated as gain recognized from the
sale or exchange of a U.S. real property interest. For these purposes, a qualified shareholder is generally a non-U.S.
stockholder that (i)(A) is eligible for treaty benefits under an income tax treaty with the United States that includes an
exchange of information program, and the principal class of interests of which is listed and regularly traded on one or
more stock exchanges as defined by the treaty, or (B) is a foreign limited partnership organized in a jurisdiction with an
exchange of information agreement with the United States and that has a class of regularly traded limited partnership
units (having a value greater than 50% of the value of all partnership units) on the New York Stock Exchange or Nasdaq,
(ii) is a “qualified collective investment vehicle” (within the meaning of Section 897(k)(3)(B) of the Code) and (iii)
maintains records of persons holding 5% or more of the class of interests described in clauses (i)(A) or (i)(B) above.
However, in the case of a qualified shareholder having one or more “applicable investors,” the exception described in
the first sentence of this paragraph will not apply to the applicable percentage of the qualified shareholder's stock (with
“applicable percentage” generally meaning the percentage of the value of the interests in the qualified shareholder held
by applicable investors after applying certain constructive ownership rules). The applicable percentage of the amount
realized by a qualified shareholder on the disposition of our stock or with respect to a distribution from us attributable
to gain from the sale or exchange of a U.S. real property interest will be treated as amounts realized from the disposition
of U.S. real property interest. Such treatment shall also apply to applicable investors in respect of distributions treated
as a sale or exchange of stock with respect to a qualified shareholder. For these purposes, an “applicable investor” is a
person (other than a qualified shareholder) who generally holds an interest in the qualified shareholder and holds more
than 10% of our stock applying certain constructive ownership rules.
For FIRPTA purposes, a “qualified foreign pension fund” shall not be treated as a non-U.S. stockholder, and any entity
all of the interests of which are held by an qualified foreign pension fund shall be treated as such a fund. A "qualified
foreign pension fund" is an organization or arrangement (i) created or organized in a foreign country, (ii) established to
provide retirement or pension benefits to current or former employees (including self-employed individuals) or their
designees by either (A) a foreign country as a result of services rendered by such employees to their employers, or (B)
one or more employers in consideration for services rendered by such employees to such employers, (iii) which does not
have a single participant or beneficiary that has a right to more than 5% of its assets or income, (iv) which is subject to
government regulation and with respect to which annual information about its beneficiaries is provided, or is otherwise
available, to relevant local tax authorities and (v) with respect to which, under its local laws, (A) contributions that would
otherwise be subject to tax are deductible or excluded from its gross income or taxed at a reduced rate, or (B) taxation
of its investment income is deferred, or such income is excluded from its gross income or taxed at a reduced rate.
In addition, the CAA clarified that for purposes of determining if a REIT is a “domestically controlled qualified investment entity”
under FIRPTA, the presumption that generally a person holding less than 5% of a REIT’s class of stock that is regularly traded
on an established securities market in the United States for five years has been, and will be, treated as a U.S. person applies for
testing periods ending on or after December 18, 2015 (e.g., if a testing period ends on June 1, 2018, then the presumption applies
for the entire five-year period starting on June 1, 2013).
The CAA also amended numerous Code provisions relating to the new rules applicable to federal income tax audits of partnerships
effective for taxable years beginning after December 31, 2017 to provide that a broader range of partnership-related items may
be adjusted on audit or in other tax proceedings.
This summary is for general information purposes only and is not tax advice. This discussion does not address all aspects of
taxation that may be relevant to particular holders of our securities in light of their personal investment or tax circumstances.
Recent FATCA Regulations
The following discussion supplements and updates the disclosures under “Federal Income Tax Considerations and Consequences
of Your Investment” in the prospectus dated February 23, 2018 contained in our Registration Statement on Form S-3 filed with
the SEC on February 23, 2018.
Consolidated Appropriations Act Updates
On March 23, 2018, the Consolidated Appropriations Act, 2018 (the “CAA”) was enacted. The CAA amended various provisions
of the Code and implicate certain tax-related disclosures contained in the prospectus. As a result, the discussion under “Federal
Income Tax Considerations and Consequences of Your Investment-U.S. Taxation of Non-U.S. Stockholders-Special FIRPTA
Rules” of the prospectus is replaced with the following paragraphs:
On December 18, 2018, the Internal Revenue Service promulgated proposed Treasury Regulations under Sections 1471-1474 of
the Code (commonly referred to as FATCA), which proposed regulations eliminate FATCA withholding on gross proceeds of a
disposition of property that can produce U.S. source interest or dividends and thus implicate certain tax-related disclosures contained
in the prospectus. While these proposed Treasury Regulations have not yet been finalized, taxpayers are generally entitled to rely
on the proposed Treasury Regulations (subject to certain limited exceptions). As a result, the following revisions are made to the
prospectus:
•
In the first sentence of the fourth paragraph under “Federal Income Tax Considerations and Consequences of Your
Investment - Taxation of Non-U.S. Holders of Debt Securities - Disposition of the Debt Securities,” of the prospectus,
the phrase “subject to the discussion below regarding FATCA withholding” is deleted; and
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• The paragraph under “Federal Income Tax Considerations and Consequences of Your Investment - Other Tax
Consequences for Avalon Bay, its Stockholders, and Holders of its Debt Securities - Other U.S. Federal Income Tax
Withholding and Reporting Requirements; FATCA” of the prospectus is replaced with the following:
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” in this report for further discussion of risks
associated with forward-looking statements.
Other U.S. Federal Income Tax Withholding and Reporting Requirements; FATCA. The FATCA provisions of
the Code, subject to administrative guidance and certain intergovernmental agreements entered into thereunder,
impose a 30% withholding tax on certain types of payments made to “foreign financial institutions” and certain
other non-U.S. entities unless (i) the foreign financial institution undertakes certain diligence and reporting
obligations or (ii) the foreign non-financial entity either certifies it does not have any substantial United States
owners or furnishes identifying information regarding each substantial United States owner. If the payee is a
foreign financial institution that is not subject to special treatment under certain intergovernmental agreements,
it must enter into an agreement with the United States Treasury Department requiring, among other things, that
it undertakes to identify accounts held by certain United States persons or United States-owned foreign entities,
annually report certain information about such accounts, and withhold 30% on payments to account holders
whose actions prevent them from complying with these reporting and other requirements. Investors in
jurisdictions that have entered into “intergovernmental agreements” may, in lieu of the foregoing requirements,
be required to report such information to their home jurisdictions. The compliance requirements under FATCA
are complex and special requirements may apply to certain categories of payees.
Clarification
Finally, the discussion under “Federal Income Tax Considerations and Consequences of Your Investment-U.S. Taxation of Non-
U.S. Stockholders-Distributions by AvalonBay” of the prospectus is clarified to explain that the exception to FIPRTA for 10% or
smaller holders may apply only if our common stock is regularly traded an established securities market located in the United
States.
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 the U.S. Fund, the AC JV or the REIT vehicles that are used with each
•
respective joint venture;
• we may be unsuccessful in managing changes in our portfolio composition; and
•
our expectations, estimates and assumptions regarding outstanding legal proceedings are subject to change.
Forward-Looking Statements
Critical Accounting Policies
This Form 10-K 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-K, 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;
our declaration or payment of dividends;
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, Denver, Colorado, and Southeast Florida, and markets in
selected states in the Mid-Atlantic, 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 potential impacts from current economic conditions;
trends affecting our financial condition or results of operations; and
the impact of outstanding legal proceedings.
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
54
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.
Below is a discussion of the accounting policies that we consider critical to an understanding of our financial condition and
operating results that may require complex or significant judgment in their application or require estimates about matters which
are inherently uncertain. A discussion of our significant accounting policies, including further discussion of the accounting policies
described below, can be found in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” of our
Consolidated Financial Statements.
Principles of Consolidation
We may enter into various joint venture agreements with unrelated third parties to hold or develop real estate assets. We must
determine for each of these ventures whether to consolidate the entity or account for our investment under the equity or cost basis
of accounting.
We determine whether to consolidate certain entities based on our rights and obligations under the joint venture agreements,
applying the applicable accounting guidance. For investment interests that we do not consolidate, we evaluate the guidance to
determine the accounting framework to apply. The application of the rules in evaluating the accounting treatment for each joint
venture is complex and requires substantial management judgment. Therefore, we believe the decision to choose an appropriate
accounting framework is a critical accounting estimate.
If we were to consolidate the joint ventures that we accounted for using the equity method at December 31, 2018, our assets would
have increased by $1,247,749,000 and our liabilities would have increased by $741,282,000. We would be required to consolidate
those joint ventures currently not consolidated for financial reporting purposes if the facts and circumstances changed, including
but not limited to the following reasons, none of which are currently expected to occur:
•
For entities not considered to be variable interest entities, the nature of the entity changed such that it would be considered
a variable interest entity and we were considered the primary beneficiary.
55
•
For entities in which we do not hold a controlling voting and/or variable interest, the contractual arrangement changed
resulting in our investment interest being either a controlling voting and/or variable interest.
REIT Status
We are a Maryland corporation that has elected to be treated, for U.S. federal income tax purposes, as a REIT. We elected to be
taxed as a REIT under the Code for the year ended December 31, 1994 and have not revoked such election. A REIT is a corporate
entity which holds real estate interests and must meet a number of organizational and operational requirements, including a
requirement that it currently distribute at least 90% of its adjusted taxable income to stockholders. As a REIT, we generally will
not be subject to corporate level federal income tax on our taxable income if we annually distribute 100% of our taxable income
to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to regular federal and state corporate
income taxes and may not be able to elect to qualify as a REIT for four subsequent taxable years. For example, if we failed to
qualify as a REIT in 2018, our net income would have decreased by approximately $266,240,000.
Our qualification as a REIT requires management to exercise significant judgment and consideration with respect to operational
matters and accounting treatment. Therefore, we believe our REIT status is a critical accounting estimate.
Acquisition of Investments in Real Estate
We assess each acquisition of an operating community to determine if it meets the definition of a business or if it qualifies as an
asset acquisition. We expect that acquisitions of individual operating communities will generally be viewed as asset acquisitions,
and result in the capitalization of acquisition costs, and the allocation of purchase price to the assets acquired and liabilities assumed
based on the relative fair value of the respective assets and liabilities.
We evaluate our accounting for investments on a regular basis including when a significant change in the design of an entity occurs.
Cost Capitalization
We capitalize costs during the development of assets. Capitalization begins when we determine that development of a future asset
is probable and continues until the asset, or a portion of the asset, is delivered and is ready for its intended use. For redevelopment
efforts, we capitalize costs either (i) in advance of taking apartment homes out of service when significant renovation of the
common area has begun and continue until the redevelopment is completed, or (ii) when an apartment home is taken out of service
for redevelopment and continue until the redevelopment is completed and the apartment home is available for a new resident.
Rental income and operating expenses incurred during the initial lease-up or post-redevelopment lease-up period are fully
recognized in earnings as they accrue.
During the development and redevelopment efforts we capitalize all direct costs and indirect costs which have been incurred as a
result of the development and redevelopment activities. These costs include interest and related loan fees, property taxes as well
as other direct and indirect costs. Interest is capitalized for any project-specific financing, as well as for general corporate financing
to the extent of our aggregate investment in the projects. Indirect project costs, which include personnel and office and administrative
costs that are clearly associated with our development and redevelopment efforts, are also capitalized. Capitalized indirect costs
associated with our development and redevelopment activities are comprised primarily of compensation related costs for associates
dedicated to our development and redevelopment efforts and total $46,857,000, $47,063,000 and $45,201,000 for 2018, 2017 and
2016, respectively. The estimation of the direct and indirect costs to capitalize as part of our development and redevelopment
activities requires judgment and, as such, we believe cost capitalization to be a critical accounting estimate.
There may be a change in our operating expenses in the event that there are changes in accounting guidance governing capitalization
or changes to our levels of development or redevelopment activity. If changes in the accounting guidance limit our ability to
capitalize costs or if we reduce our development and redevelopment activities without a corresponding decrease in indirect project
costs, there may be an increase in our operating expenses.
We capitalize pre-development costs incurred in pursuit of Development Rights. These costs include legal fees, design fees and
related overhead costs. Future development of these pursuits is dependent upon various factors, including zoning and regulatory
approval, rental market conditions, construction costs and availability of capital. 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 no longer probable, any capitalized pre-development costs are written off with a charge
to expense.
Due to the subjectivity in determining whether a pursuit will result in the development of an apartment community, and therefore
should be capitalized, the accounting for pursuit costs is a critical accounting estimate. As of December 31, 2018, capitalized
pursuit costs associated with Development Rights totaled $47,443,000.
Abandoned Pursuit Costs & Asset Impairment
We evaluate our real estate and other long-lived assets for impairment when potential indicators of impairment exist. If events or
circumstances indicate that the carrying amount of a property may not be recoverable, we assess its recoverability by comparing
the carrying amount of the property to its estimated undiscounted future cash flows. If the carrying amount exceeds the aggregate
undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair
value of the property. We assess land held for development for impairment if our intent changes with respect to the development
of the land. We evaluate our unconsolidated investments for impairment, considering both the carrying value of the investment,
estimated to be the expected proceeds that it would receive if the entity were dissolved and the net assets were liquidated, as well
as our proportionate share of any impairment of assets held by unconsolidated investments.
We expense costs related to abandoned pursuits, which include the abandonment of Development Rights and disposition pursuits.
These costs can vary greatly, and the costs incurred in any given period may be significantly different in future years.
Our focus on value creation through real estate development presents an impairment risk in the event of a future deterioration of
the real estate and/or capital markets or a decision by us to reduce or cease development. We cannot predict the occurrence of
future events that may cause an impairment assessment to be performed, or the likelihood of any future impairment charges, if
any. You should also review Item 1A. “Risk Factors” in this Form 10-K.
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(b) Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2018 based on the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
that evaluation, our management concluded that our internal control over financial reporting was effective as of
December 31, 2018.
Our internal control over financial reporting as of December 31, 2018 has been audited by Ernst & Young LLP, an
independent registered public accounting firm, as stated in their report which is included elsewhere herein.
(c) Changes in Internal Control Over Financial Reporting. As of January 1, 2018, the Company adopted ASU 2014-09,
Revenue from Contracts with Customers. The Company implemented internal controls related to the revenue
recognition process, but there were no significant changes to the internal control over financial reporting due to the
adoption of this new standard.
ITEM 9B. OTHER INFORMATION
None.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from our financial instruments primarily from changes in market interest rates. We do not have
exposure to any other significant market risk. We monitor interest rate risk as an integral part of our overall risk management,
which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on our results of
operations. Our operating results are affected by changes in interest rates, primarily in short-term LIBOR and the SIFMA index
as a result of borrowings under our Credit Facility and outstanding bonds and unsecured notes with variable interest rates. In
addition, the fair value of our fixed rate unsecured and secured notes are impacted by changes in market interest rates. The effect
of interest rate fluctuations on our results of operations historically has been small relative to other factors affecting operating
results, such as rental rates and occupancy.
We currently use interest rate protection agreements (consisting of interest rate swap and interest rate cap agreements) for our risk
management objectives, as well as for compliance with the requirements of certain lenders, and not for trading or speculative
purposes. During 2018, we entered into $250,000,000 of forward interest rate swap agreements to reduce the impact of variability
in interest rates on a portion of our expected debt issuance activity in 2019. During 2018, we settled an aggregate of $300,000,000
of forward interest rate swap agreements entered into in 2017 in conjunction with the March 2018 unsecured note issuance. In
addition, we have interest rate caps that serve to effectively limit the amount of interest rate expense we would incur on a floating
rate borrowing. Further discussion of the financial instruments impacted and our exposure is presented below.
As of December 31, 2018 and 2017, we had $1,169,140,000 and $1,460,326,000, respectively, in variable rate debt outstanding,
with no amounts outstanding under our Credit Facility. If interest rates on the variable rate debt had been 100 basis points higher
throughout 2018 and 2017, our annual interest incurred would have increased by approximately $14,963,000 and $14,867,000,
respectively, based on balances outstanding during the applicable years.
Because the counterparties providing the interest rate cap and swap agreements are major financial institutions which have an A
or better credit rating by the Standard & Poor's Ratings Group, we do not believe there is exposure at this time to a default by a
counterparty provider.
In addition, changes in interest rates affect the fair value of our fixed rate debt, computed using quoted market prices for our
unsecured notes or a discounted cash flow model for our secured notes, considering our current market yields, which impacts the
fair value of our aggregate indebtedness. Debt securities and notes payable (including amounts outstanding under our Credit
Facility) with an aggregate principal amount outstanding of $7,102,355,000 at December 31, 2018 had an estimated aggregate
fair value of $6,774,153,000 at December 31, 2018. Contractual fixed rate debt represented $5,779,167,000 of the fair value at
December 31, 2018. If interest rates had been 100 basis points higher as of December 31, 2018, the fair value of this fixed rate
debt would have decreased by approximately $240,633,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item 8 is included as a separate section of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15 under the Securities Exchange Act
of 1934, as of the end of the period covered by this report, 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. 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.
58
59
PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 pertaining to certain relationships and related transactions is incorporated herein by reference
to the Company's Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the
year covered by this Form 10-K with respect to the Annual Meeting of Stockholders to be held on May 16, 2019.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 pertaining to the fees paid to and services provided by the Company's principal accountant
is incorporated herein by reference to the Company's Proxy Statement to be filed with the Securities and Exchange Commission
within 120 days after the end of the year covered by this Form 10-K with respect to the Annual Meeting of Stockholders to be
held on May 16, 2019.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 pertaining to directors and executive officers of the Company and the Company's Code of
Conduct is incorporated herein by reference to the Company's Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days after the end of the year covered by this Form 10-K with respect to the Annual Meeting of Stockholders
scheduled to be held on May 16, 2019.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 pertaining to executive compensation is incorporated herein by reference to the Company's
Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the end of the year covered by
this Form 10-K with respect to the Annual Meeting of Stockholders scheduled to be held on May 16, 2019.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by Item 12 pertaining to security ownership of management and certain beneficial owners of the
Company's common stock is incorporated herein by reference to the Company's Proxy Statement to be filed with the Securities
and Exchange Commission within 120 days after the end of the year covered by this Form 10-K with respect to the Annual Meeting
of Stockholders scheduled to be held on May 16, 2019, to the extent not set forth below.
The Company maintains the Second Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”) and the 1996 Non-
Qualified Employee Stock Purchase Plan (the “ESPP”), pursuant to which common stock or other equity awards may be issued
or granted to eligible persons.
The following table gives information about equity awards under the 2009 Plan, the Company's prior 1994 Stock Option and
Incentive Plan (the “1994 Plan”) under which awards were previously made, and the ESPP as of December 31, 2018:
(a)
(b)
(c)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
686,676 (2) $
128.84 (3)
—
686,676
$
N/A
128.84 (3)
7,509,205
668,329
8,177,534
Plan category
Equity compensation plans approved by security
holders (1)
Equity compensation plans not approved by
security holders (4)
Total
_________________________________
(1) Consists of the 2009 Plan and the 1994 Plan.
(2) Includes 28,206 deferred restricted stock units granted under the 2009 Plan and the 1994 Plan, which, subject to vesting requirements, will
convert in the future to common stock on a one-for-one basis. Also includes the maximum number of shares that may be issued upon
settlement of outstanding Performance Awards awarded to officers and maturing on December 31, 2018, 2019 and 2020. Does not include
369,649 shares of restricted stock that are outstanding and that are already reflected in the Company's outstanding shares.
(3) Excludes performance awards and deferred units granted under the 2009 Plan and the 1994 Plan, which, subject to vesting requirements,
will convert in the future to common stock on a one-for-one basis.
(4) Consists of the ESPP.
The ESPP, which was adopted by the Board of Directors on October 29, 1996, has not been approved by our shareholders. A
further description of the ESPP appears in Note 9, “Stock-Based Compensation Plans,” of the Consolidated Financial Statements
set forth in Item 8 of this report.
60
61
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
Exhibit No.
Description
PART IV
INDEX TO EXHIBITS
15(a)(1) Financial Statements
Index to Financial Statements
Consolidated Financial Statements and Financial Statement Schedule:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
15(a)(2) Financial Statement Schedule
Schedule III—Real Estate and Accumulated Depreciation
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
15(a)(3) Exhibits
The exhibits listed on the accompanying Index to Exhibits are filed as a part of this report.
ITEM 16. FORM 10-K SUMMARY
Not Applicable.
F-1
F-3
F-4
F-5
F-6
F-9
F-42
3(i).1
— Articles of Amendment and Restatement of Articles of Incorporation of the Company, dated as of June 4,
1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed 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 March 1, 2007.)
3(i).3
3(ii).1
3(ii).2
3(ii).3
4.1
4.2
4.3
— Articles of Amendment, dated as of May 22, 2013. (Incorporated by reference to Exhibit 3(i).3 to Form 8-
K of the Company filed May 22, 2013.)
— Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on November
12, 2015. (Incorporated by reference to Exhibit 3(ii).1 to Form 10-K of the Company filed February
26, 2016.)
— Amendment to Amended and Restated Bylaws of the Company, as adopted by the Board of Directors
on February 16, 2017. (Incorporated by reference to Exhibit 3.2 to Form 8-K of the Company filed
February 21, 2017.)
— Second Amendment to Amended and Restated Bylaws of AvalonBay Communities, Inc., dated
November 9, 2017. (Incorporated by reference to Exhibit 3.2 to Form 8-K of the Company filed
November 13, 2017.)
— 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.)
— 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.)
— 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.)
4.4
__
Fifth Supplemental Indenture, dated as of November 21, 2014, between the Company and the Bank of
New York Mellon, as Trustee. (Incorporated by reference to Exhibit 4.1 to Form 8-K of the Company
filed November 21, 2014.)
4.5
4.6
4.7
4.8
— Indenture for Debt Securities, dated as of February 23, 2018, between the Company and the Bank of
New York, as Trustee (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3
of the Company (File No. 333-223183), filed February 23, 2018.)
— First Supplemental Indenture, dated as March 26, 2018, between the Company and the Bank of New
York Mellon, as Trustee, (Incorporated by reference to Exhibit 4.8 to Form 10-Q of the Company filed
May 4, 2018.)
— Second Supplemental Indenture, dated as of May 29, 2018, between the Company and the Bank of New
York Mellon, as Trustee, (Incorporated by reference to Exhibit 4.3 to Form 8-K of the Company, filed
May 29, 2018.)
— Dividend Reinvestment and Stock Purchase Plan of the Company. (Incorporated by reference to the
prospectus contained in the Registration Statement on Form S-3DOPS of the Company (File No.
333-87063), filed February 23, 2018.)
10.1+
— Endorsement Split Dollar Agreements and Amendments thereto with Messrs. Naughton and Horey.
(Incorporated by reference to Exhibit 10.8 to Form 10-K of the Company filed February 23, 2011.)
10.2+
— Form of Amendment to Endorsement Split Dollar Agreement with Messrs. Naughton and Horey.
(Incorporated by reference to Exhibit 10.5 to Form 10-K of the Company filed March 2, 2009.)
62
63
21.1
23.1
31.1
— Schedule of Subsidiaries of the Company. (Filed herewith.)
— Consent of Ernst & Young LLP. (Filed herewith.)
— 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
101
— Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and
Chief Financial Officer). (Furnished herewith.)
— XBRL (Extensible Business Reporting Language). The following materials from AvalonBay
Communities, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in
XBRL: (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income,
(iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to
consolidated financial statements.
_______________________________________________________________________________
+
Management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an
exhibit to this Form 10-K pursuant to Item 15(a)(3) of Form 10-K.
10.3+
— AvalonBay Communities, Inc. Second Amended and Restated 2009 Equity Incentive Plan. (Incorporated
by reference to Exhibit 10.1 to Form 10-Q of the Company filed August 4, 2017.)
10.4+
— First Amendment to AvalonBay Communities, Inc. Second Amended and Restated 2009 Equity
Incentive Plan, dated February 14, 2019. (Filed herewith.)
10.5+
— Form of Stock Grant and Restricted Stock Agreement for use with officers and associates. (Incorporated
by reference to Exhibit 10.1 to Form 8-K of the Company filed February 22, 2018.)
10.6+
— Form of Incentive Stock Option/Non-Qualified Stock Option Agreement for use with officers and
associates. (Incorporated by reference to Exhibit 10.2 to Form 8-K of the Company filed February 22,
2018.)
10.7+
— 2018 Amended and Restated Directors Deferred Compensation Program. (Incorporated by reference to
Exhibit 10.4 to Form 8-K of the Company filed February 22, 2018.)
10.8+
— Form of Director Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.5 to Form 8-K
of the Company filed February 22, 2018.)
10.9+
10.10+
10.11
10.12+
10.13+
10.14+
— Form of Director Restricted Unit Agreement (deferred stock award). (Incorporated by reference to
Exhibit 10.6 of Form 8-K of the Company filed February 22, 2018.)
— Form of Agreement for Grant of Performance-Based Restricted Stock Units with attached Award Terms
(subject to changes in weightings, target levels of achievement and metrics used in the award agreement.)
(Filed herewith.)
— Fourth Amended and Restated Revolving Loan Agreement, dated as of January 14, 2016, among the
Company, as Borrower, Bank of America, N.A., as administrative agent, an issuing bank and a bank,
JPMorgan Chase Bank, N.A., as an issuing bank, a bank and a syndication agent, Wells Fargo Bank,
N.A., as an issuing bank, a bank and a syndication agent, J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as joint bookrunners and joint
lead arrangers, and a syndicate of other financial institutions, serving as banks. (Incorporated by reference
to Exhibit 1.1 to Form 8-K/A of the Company filed January 15, 2016.)
— Amended and Restated AvalonBay Communities, Inc. Deferred Compensation Plan, effective as of
January 1, 2011. (Incorporated by reference to Exhibit 10.1 to Form 10-Q of the Company filed
August 6, 2010.)
— First Amendment to Amended and Restated AvalonBay Communities, Inc. Deferred Compensation
Plan, effective as of November 7, 2011. (Incorporated by reference to Exhibit 10.28 to Form 10-K of
the Company filed February 24, 2017.)
— Second Amendment to Amended and Restated AvalonBay Communities, Inc. Deferred Compensation
Plan, effective as of November 15, 2012. (Incorporated by reference to Exhibit 10.29 to Form 10-K of
the Company filed February 24, 2017.)
10.15
— Archstone Residual JV, LLC Limited Liability Company Agreement. (Incorporated by reference to
Exhibit 10.3 to Form 8-K of the Company filed March 5, 2013.)
10.16
— Archstone Parallel Residual JV, LLC Limited Liability Company Agreement. (Incorporated by reference
to Exhibit 10.4 to Form 8-K of the Company filed March 5, 2013.)
10.17
— Archstone Parallel Residual JV 2, LLC Limited Liability Company Agreement. (Incorporated by
reference to Exhibit 10.5 to Form 8-K of the Company filed March 5, 2013.)
10.18
— Legacy Holdings JV, LLC Limited Liability Company Agreement. (Incorporated by reference to
Exhibit 10.6 to Form 8-K of the Company filed March 5, 2013.)
10.19
— Term Loan Agreement, dated February 28, 2017, among the Company, as Borrower, PNC Bank, National
Association, as Administrative Agent and a bank, The Bank of New York Mellon and Sun Trust Bank,
each as Syndication Agent and a bank, and a syndicate of other financial institutions serving as banks.
(Incorporated by reference to Exhibit 10.1 to Form 8-K of the Company filed February 28, 2017.)
64
65
Pursuant to the requirements of Section 13 or 15(d) 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.
To the Stockholders and the Board of Directors of AvalonBay Communities, Inc.
Opinion on the Financial Statements
SIGNATURES
Report of Independent Registered Public Accounting Firm
We have audited the accompanying consolidated balance sheets of AvalonBay Communities, Inc. (the Company) as of
December 31, 2018 and 2017, the related consolidated statements of comprehensive income, equity and cash flows for each of
the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index
at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework), and our report dated February 22, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Tysons, Virginia
February 22, 2019
Date: February 22, 2019
By:
/s/ TIMOTHY J. NAUGHTON
AvalonBay Communities, Inc.
Timothy J. Naughton, Director, Chairman, Chief Executive Officer and
President (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 22, 2019
By:
/s/ TIMOTHY J. NAUGHTON
Timothy J. Naughton, Director, Chairman, Chief Executive Officer and
President (Principal Executive Officer)
Date: February 22, 2019
By:
/s/ KEVIN P. O’SHEA
Date: February 22, 2019
By:
/s/ KERI A. SHEA
Kevin P. O’Shea, Chief Financial Officer
(Principal Financial Officer)
Keri A. Shea, Senior Vice President—Finance & Treasurer
(Principal Accounting Officer)
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
Date: February 22, 2019
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
/s/ GLYN F. AEPPEL
Glyn F. Aeppel, Director
/s/ TERRY S. BROWN
Terry S. Brown, Director
/s/ ALAN B. BUCKELEW
Alan B. Buckelew, Director
/s/ RONALD L. HAVNER, JR.
Ronald L. Havner, Jr., Director
/s/ STEPHEN P. HILLS
Stephen P. Hills, Director
/s/ RICHARD J. LIEB
Richard J. Lieb, Director
/s/ PETER S. RUMMELL
Peter S. Rummell, Director
/s/ H. JAY SARLES
H. Jay Sarles, Director
/s/ SUSAN SWANEZY
Susan Swanezy, Director
/s/ W. EDWARD WALTER
W. Edward Walter, Director
66
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of AvalonBay Communities, Inc.
Opinion on Internal Control over Financial Reporting
We have audited AvalonBay Communities, Inc.’s internal control over financial reporting as of December 31, 2018, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AvalonBay Communities, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements
of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related
notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 22, 2019 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal
Control over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing
such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
February 22, 2019
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
ASSETS
Real estate:
Land and improvements
Buildings and improvements
Furniture, fixtures and equipment
Less accumulated depreciation
Net operating real estate
Construction in progress, including land
Land held for development
Real estate assets held for sale, net
Total real estate, net
Cash and cash equivalents
Cash in escrow
Resident security deposits
Investments in unconsolidated real estate entities
Deferred development costs
Prepaid expenses and other assets
Total assets
LIABILITIES AND EQUITY
Unsecured notes, net
Variable rate unsecured credit facility
Mortgage notes payable, net
Dividends payable
Payables for construction
Accrued expenses and other liabilities
Accrued interest payable
Resident security deposits
Liabilities related to real estate assets held for sale
Total liabilities
Commitments and contingencies
Redeemable noncontrolling interests
Equity:
Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at
December 31, 2018 and December 31, 2017; zero shares issued and outstanding at December 31,
2018 and December 31, 2017
Common stock, $0.01 par value; 280,000,000 shares authorized at December 31, 2018 and
December 31, 2017; 138,508,424 and 138,094,154 shares issued and outstanding at December 31,
2018 and December 31, 2017, respectively
Additional paid-in capital
Accumulated earnings less dividends
Accumulated other comprehensive loss
Total equity
Total liabilities and equity
12/31/18
12/31/17
$
$
$
4,077,090
15,651,035
696,200
20,424,325
(4,601,447)
15,822,878
1,768,132
84,712
55,208
17,730,930
91,659
126,205
31,816
217,432
47,443
134,715
18,380,200
5,905,993
—
1,134,270
204,191
96,983
297,700
46,648
58,415
150
7,744,350
4,237,318
15,708,666
615,288
20,561,272
(4,218,379)
16,342,893
1,306,300
68,364
—
17,717,557
67,088
134,818
32,686
163,475
45,819
253,378
18,414,821
5,852,764
—
1,476,706
196,094
85,377
308,189
43,116
58,473
—
8,020,719
3,244
6,056
—
—
1,385
1,381
10,306,588
10,235,475
350,777
(26,144)
10,632,606
18,380,200
$
188,609
(37,419)
10,388,046
18,414,821
$
$
$
$
F-2
F-3
See accompanying notes to Consolidated Financial Statements.
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands, except per share data)
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Dollars in thousands)
For the year ended
12/31/18
12/31/17
12/31/16
Shares issued
Preferred
stock
Common
stock
Preferred
stock
Common
stock
Additional
paid-in
capital
Accumulated
earnings
less
dividends
Accumulated
other
comprehensive
loss
Total
equity
$
2,280,963
$
2,154,481
$
2,039,656
Balance at December 31, 2015
— 137,002,031
$
— $
1,370
$ 10,068,532
$
(197,989) $
(31,387) $
9,840,526
Revenue:
Rental and other income
Management, development and other fees
Total revenue
Expenses:
Operating expenses, excluding property taxes
Property taxes
Interest expense, net
Loss on extinguishment of debt, net
Depreciation expense
General and administrative expense
Expensed transaction, development and other pursuit costs, net of recoveries
Casualty and impairment loss (gain), net
Total expenses
Equity in income of unconsolidated real estate entities
Gain on sale of communities
Gain (loss) on other real estate transactions, net
Income before income taxes
Income tax (benefit) expense
Net income
Net loss attributable to noncontrolling interests
3,572
4,147
5,599
2,284,535
2,158,628
2,045,255
528,997
241,563
220,974
17,492
631,196
56,365
4,309
215
503,946
221,375
199,661
25,472
584,150
50,673
2,736
6,250
478,437
204,837
187,510
7,075
531,434
45,771
9,922
(3,935)
1,701,111
1,594,263
1,461,051
15,270
374,976
345
974,015
(160)
974,175
350
70,744
252,599
(10,907)
876,801
141
876,660
261
64,962
374,623
10,224
1,034,013
305
1,033,708
294
Net income attributable to common stockholders
$
974,525
$
876,921
$
1,034,002
Other comprehensive income (loss):
Gain (loss) on cash flow hedges
Cash flow hedge losses reclassified to earnings
Comprehensive income
Earnings per common share - basic:
Net income attributable to common stockholders
Earnings per common share - diluted:
Net income attributable to common stockholders
5,132
6,143
(13,979)
7,070
(5,556)
6,433
985,800
$
870,012
$
1,034,879
7.05
$
6.36
$
7.53
7.05
$
6.35
$
7.52
$
$
$
See accompanying notes to Consolidated Financial Statements.
Net income attributable to common
stockholders
Loss on cash flow hedges
Cash flow hedge losses reclassified to
earnings
Change in redemption value and
acquisition of noncontrolling interest
Dividends declared to common
stockholders
Issuance of common stock, net of
withholdings
Amortization of deferred compensation
—
—
—
—
—
—
—
—
—
—
—
—
328,873
—
Balance at December 31, 2016
— 137,330,904
Net income attributable to common
stockholders
Loss on cash flow hedges
Cash flow hedge losses reclassified to
earnings
Change in redemption value and
acquisition of noncontrolling interest
Dividends declared to common
stockholders
Issuance of common stock, net of
withholdings
Amortization of deferred compensation
—
—
—
—
—
—
—
—
—
—
—
—
763,250
—
Balance at December 31, 2017
— 138,094,154
Net income attributable to common
stockholders
Gain on cash flow hedges
Cash flow hedge losses reclassified to
earnings
Change in redemption value of
noncontrolling interest
Dividends declared to common
stockholders
Issuance of common stock, net of
withholdings
Amortization of deferred compensation
—
—
—
—
—
—
—
—
—
—
—
—
414,270
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
11,982
25,140
1,373
10,105,654
—
—
—
—
—
8
—
—
—
—
—
—
101,621
28,200
1,034,002
—
1,034,002
—
—
1,489
(741,313)
(1,290)
—
94,899
876,921
—
—
2,026
(783,912)
(1,325)
—
(5,556)
(5,556
6,433
—
—
—
—
6,433
1,489
(741,313
10,695
25,140
(30,510)
10,171,416
—
(13,979)
7,070
—
—
—
—
876,921
(13,979
7,070
2,026
(783,912
100,304
28,200
1,381
10,235,475
188,609
(37,419)
10,388,046
—
—
—
—
—
4
—
—
—
—
—
—
39,408
31,705
974,525
—
—
223
(813,722)
1,142
—
—
5,132
6,143
—
—
—
—
974,525
5,132
6,143
223
(813,722
40,554
31,705
Balance at December 31, 2018
— 138,508,424
$
— $
1,385
$ 10,306,588
$
350,777
$
(26,144) $ 10,632,606
See accompanying notes to Consolidated Financial Statements.
F-4
F-5
AVALONBAY COMMUNITIES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation expense
Amortization of deferred financing costs
Amortization of debt discount (premium)
Loss on extinguishment of debt, net
Amortization of stock-based compensation
Equity in loss (income) of, and return on, unconsolidated real estate entities and
noncontrolling interests, net of eliminations
Casualty and impairment loss (gain), net
Abandonment of development pursuits
Cash flow hedge losses reclassified to earnings
Gain on sale of real estate assets
Decrease (increase) in resident security deposits, prepaid expenses and other assets
Increase in accrued expenses, other liabilities and accrued interest payable
Net cash provided by operating activities
Cash flows from investing activities:
Development/redevelopment of real estate assets including land acquisitions and
deferred development costs
Acquisition of real estate assets, including partnership interest
Capital expenditures - existing real estate assets
Capital expenditures - non-real estate assets
Increase (decrease) in payables for construction
Proceeds from sale of real estate, net of selling costs
Insurance proceeds for property damage claims
Mortgage note receivable lending
Mortgage note receivable payments
Distributions from unconsolidated real estate entities
Investments in unconsolidated real estate entities
Net cash used in investing activities
Cash flows from financing activities:
Issuance of common stock, net
Dividends paid
Issuance of mortgage notes payable
Repayments of mortgage notes payable, including prepayment penalties
Issuance of unsecured notes
Repayment of unsecured notes, including prepayment penalties
Payment of deferred financing costs
Payment of capital lease obligation
Receipts (payments) for termination of forward interest rate swaps
Payments related to tax withholding for share-based compensation
Distributions to DownREIT partnership unitholders
Contributions from joint venture and profit-sharing partners
Distributions to joint venture and profit-sharing partners
Preferred interest obligation redemption and dividends
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents and restricted cash, beginning of year
Cash and cash equivalents and restricted cash, end of year
Cash paid during the year for interest, net of amount capitalized
For the year ended
12/31/18
12/31/17
12/31/16
$
974,175
$
876,660
$
1,033,708
631,196
7,939
1,701
17,492
20,280
6,583
826
501
6,143
(385,976)
17,428
2,823
1,301,111
(1,139,954)
(338,620)
(83,607)
(3,325)
11,606
883,313
—
(3,699)
53,136
35,516
(11,017)
(596,651)
52,261
(805,239)
295,939
(255,452)
299,442
(258,579)
(16,258)
(1,070)
12,598
(10,556)
(44)
—
(424)
(1,120)
(688,502)
584,150
7,657
(5,915)
25,472
17,920
(19,798)
8,568
388
7,070
(281,745)
3,076
32,754
1,256,257
(979,947)
(462,317)
(65,181)
(8,809)
(15,621)
503,039
16,233
(17,590)
—
89,305
(24,493)
(965,381)
111,093
(772,657)
206,800
(1,313,025)
1,696,826
(300,000)
(17,552)
(18,951)
391
(10,450)
(42)
1,038
(418)
(2,000)
(418,947)
531,434
7,661
(18,866)
7,075
15,082
8,870
(3,935)
1,743
6,433
(442,916)
(5,403)
19,386
1,160,272
(1,201,026)
(393,316)
(66,971)
(5,881)
2,196
532,717
17,196
(19,115)
—
111,598
(9,750)
(1,032,352)
15,526
(726,749)
—
(168,076)
1,122,488
(504,403)
(16,240)
—
(14,847)
(8,562)
(41)
—
(407)
(1,960)
(303,271)
15,958
201,906
217,864
201,659
$
$
(128,071)
(175,351)
329,977
201,906
207,842
$
$
505,328
329,977
194,059
$
$
See accompanying notes to Consolidated Financial Statements.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported with the Consolidated Statements
of Cash Flows (dollars in thousands):
Cash and cash equivalents
Cash in escrow
Cash, cash equivalents and restricted cash shown in the Consolidated
Statements of Cash Flows
For the year ended
12/31/18
12/31/17
12/31/16
$
$
91,659
126,205
$
67,088
134,818
$
217,864
$
201,906
$
214,994
114,983
329,977
Supplemental disclosures of non-cash investing and financing activities:
During the year ended December 31, 2018:
• As described in Note 4, “Equity,” 187,010 shares of common stock were issued as part of the Company's stock based
compensation plans, of which 88,297 shares related to the conversion of performance awards to restricted shares, and the
remaining 98,713 shares valued at $15,950,000 were issued in connection with new stock grants; 2,272 shares valued at
$387,000 were issued through the Company’s dividend reinvestment plan; 68,565 shares valued at $10,556,000 were
withheld to satisfy employees’ tax withholding and other liabilities; and 4,860 restricted shares with an aggregate value
of $717,000 previously issued in connection with employee compensation were canceled upon forfeiture.
• Common stock dividends declared but not paid totaled $204,191,000.
• The Company recorded a decrease of $223,000 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 recorded an increase in other liabilities of $6,366,000, and a corresponding adjustment to other
comprehensive income, and reclassified $6,143,000 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.
•
In conjunction with the formation of NYTA MF Investors LLC (the "NYC Joint Venture”), the venture assumed
$395,939,000 of secured indebtedness as partial consideration for the purchase of the associated operating communities
and the Company recorded an investment of $74,159,000 in unconsolidated real estate entities, representing its 20.0%
retained interest in the venture. See Note 5, "Investments in Real Estate Entities," for additional discussion of the venture.
During the year ended December 31, 2017:
• The Company issued 201,824 shares of common stock as part of the Company's stock based compensation plans, of
which 128,482 shares related to the conversion of performance awards to restricted shares, and the remaining 73,342
shares valued at $13,171,000 were issued in connection with new stock grants; 3,058 shares valued at $558,000 were
issued through the Company’s dividend reinvestment plan; 60,319 shares valued at $10,542,000 were withheld to satisfy
employees’ tax withholding and other liabilities; and 3,388 restricted shares with an aggregate value of $588,000 previously
issued in connection with employee compensation were canceled upon forfeiture.
• Common stock dividends declared but not paid totaled $196,094,000.
• The Company recorded a decrease of $65,000 in redeemable noncontrolling interest with a corresponding increase to
accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture
partners and DownREIT partnership units.
• The Company recorded a decrease in prepaid expenses and other assets of $12,114,000 and an increase in other liabilities
of $1,171,000, and a corresponding adjustment to other comprehensive income, and reclassified $7,070,000 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.
F-6
F-7
• As discussed in Note 1, "Organization, Basis of Presentation and Significant Accounting Policies," the Company
recognized a non-cash charge of $16,361,000 to write-off the net book value of the fixed assets destroyed by the fire that
occurred in February 2017 at the Company's Avalon Maplewood ("Maplewood") which at the time was under construction
and not yet occupied.
During the year ended December 31, 2016:
• The Company issued 197,018 shares of common stock as part of the Company's stock based compensation plan, of which
115,618 shares related to the conversion of performance awards to restricted shares, and the remaining 81,400 shares
valued at $13,217,000 were issued in connection with new stock grants; 44,327 shares valued at $3,894,000 were issued
in conjunction with the conversion of deferred stock awards; 2,396 shares valued at $424,000 were issued through the
Company’s dividend reinvestment plan; 53,453 shares valued at $8,356,000 were withheld to satisfy employees’ tax
withholding and other liabilities; and 4,262 restricted shares with an aggregate value of $694,000 previously issued in
connection with employee compensation were canceled upon forfeiture.
• Common stock dividends declared but not paid totaled $185,397,000.
• The Company recorded a decrease of $1,489,000 in redeemable noncontrolling interest with a corresponding increase to
accumulated earnings less dividends to adjust the redemption value associated with the put options held by joint venture
partners and DownREIT partnership units.
• The Company recorded an increase in prepaid expenses and other assets and a corresponding gain to other comprehensive
income of $12,085,000 and reclassified $6,433,000 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.
AVALONBAY COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization, Basis of Presentation and Significant Accounting Policies
Organization and Basis of Presentation
AvalonBay Communities, Inc. (the “Company,” which term, unless the context otherwise requires, refers to AvalonBay
Communities, Inc. together with its subsidiaries), is a Maryland corporation that has elected to be treated as a real estate investment
trust (“REIT”) for federal income tax purposes under the Internal Revenue Code of 1986 (the “Code”). The Company focuses on
the development, redevelopment, acquisition, ownership and operation of multifamily communities primarily in New England,
the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California.
At December 31, 2018, the Company owned or held a direct or indirect ownership interest in 270 operating apartment communities
containing 78,549 apartment homes in 12 states and the District of Columbia, of which nine communities containing 3,648 apartment
homes were under redevelopment. In addition, the Company owned or held a direct or indirect ownership interest in 21 communities
under development that are expected to contain an aggregate of 6,609 apartment homes (unaudited) when completed, and a mixed-
use project being developed in which the Company is currently pursuing a potential for-sale strategy of individual condominium
units. 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 28 communities that, if developed as expected, will contain an estimated 9,769 apartment homes
(unaudited).
Capitalized terms used without definition have meanings provided elsewhere in this Form 10-K.
• The Company assumed fixed rate indebtedness with a principal amount of $67,904,000 in conjunction with the acquisition
Principles of Consolidation
of Avalon Hoboken.
• The Company assumed fixed rate indebtedness with a principal amount of $70,507,000 in conjunction with the acquisition
of Avalon Columbia Pike.
• The Company completed the construction of and sold an affordable restricted apartment building, containing 77 apartment
homes, which is adjacent to a completed Development Community. The Company received a mortgage note in the amount
of $18,643,000 as consideration for the sale, which is secured by the underlying real estate.
The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries,
certain joint venture partnerships, subsidiary partnerships structured as DownREITs and any variable interest entities that qualify
for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company accounts for joint venture entities and subsidiary partnerships in accordance with the consolidation guidance. The
Company evaluates the partnership of each joint venture entity and determines first whether to follow the variable interest entity
(“VIE”) or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, the Company then
evaluates whether it should consolidate the venture. Under the VIE model, the Company consolidates an investment when it has
control to direct the activities of the venture and the obligation to absorb losses or the right to receive benefits that could potentially
be significant to the VIE. Under the VOE model, the Company consolidates an investment when 1) it controls the investment
through ownership of a majority voting interest if the investment is not a limited partnership or 2) it controls the investment through
its ability to remove the other partners in the investment, at its discretion, when the investment is a limited partnership.
The Company generally uses the equity method of accounting for its investment in joint ventures, including when the Company
holds a noncontrolling limited partner interest in a joint venture. Any investment in excess of the Company's cost basis at acquisition
or formation of an equity method venture, will be recorded as a component of the Company's investment in the joint venture and
recognized over the life of the underlying fixed assets of the venture as a reduction to its equity in income from the venture.
Investments in which the Company has little or no influence are accounted for using the cost method.
Revenue and Gain Recognition
The Company accounts for its leases with its residents and retail tenants as operating leases. For lease agreements that provide
for rent concessions and/or scheduled fixed and determinable rent increases, rental income is recognized on a straight-line basis
over the noncancellable term of the lease. The Company’s residential lease term is generally one year. The Company records a
charge to income for uncollectible outstanding receivables past due as a component of operating expenses, excluding property
taxes on the accompanying Consolidated Statements of Comprehensive Income.
See accompanying notes to Consolidated Financial Statements.
F-8
F-9
As of January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified
retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the
new standard, revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects
the consideration that the Company expects to be entitled to for those goods and services. The majority of the Company’s revenue
is derived from residential and retail rental income and other lease income, which are scoped out from this standard and included
in the current lease accounting framework, and will be accounted for under ASU 2016-02, Leases, discussed under "Recently
Issued and Adopted Accounting Standards" below. Revenue streams that are scoped into ASU 2014-09 include:
• Management fees - The Company has investment interests in real estate joint ventures, for which the Company may
manage (i) the venture, (ii) the associated operating communities owned by the ventures and/or (iii) the development or
redevelopment of those operating communities. For these activities, the Company receives asset management, property
management, development and/or redevelopment fee revenue. The performance obligation is the management of the
venture, community or other defined task such as the development or redevelopment of the community. While the
individual activities that comprise the performance obligation of the management fees can vary day to day, the nature of
the overall performance obligation to provide management service is the same and considered by the Company to be a
series of services that have the same pattern of transfer to the customer and the same method to measure progress toward
satisfaction of the performance obligation. The Company recognizes revenue for fees as earned on a monthly basis and
has concluded this is appropriate under the new standard.
For the year ended December 31, 2018
Management, development and other fees
Rental and non-rental related income (2)
Total non-lease revenue (3)
Lease income (4)
Business interruption insurance proceeds
Established
Communities
Other
Stabilized
Communities
Development/
Redevelopment
Communities
Non-
allocated (1)
Total
$
— $
— $
— $
9,563
9,563
1,622,837
26
2,417
2,417
259,636
—
1,913
1,913
295,706
—
$
3,572
—
3,572
3,572
13,893
17,465
—
—
2,178,179
26
Total revenue
$
1,632,426
$
262,053
$
297,619
$
3,572
$
2,195,670
For the year ended December 31, 2017
Management, development and other fees
Rental and non-rental related income (2)
Total non-lease revenue (3)
$
— $
— $
— $
9,453
9,453
2,083
2,083
191,511
—
1,478
1,478
230,293
3,495
$
4,147
—
4,147
4,147
13,014
17,161
—
—
2,004,013
3,498
• Rental and non-rental related income - The Company recognizes revenue for new rental related income not included as
components of a lease, such as reservation and application fees, as well as for non-rental related income, as earned, and
has concluded this is appropriate under the new standard.
Lease income (4)
Business interruption insurance proceeds (5)
1,582,209
3
• Gains or losses on sales of real estate - The Company accounts for the sale of real estate assets and any related gain
recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for
recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale,
and associated gain or loss from the disposition, provided that the earnings process is complete and the Company does
not have significant continuing involvement. Subsequent to the adoption of the new standard, a gain or loss is recognized
when the criteria for an asset to be derecognized are met, which include when (i) a contract exists and (ii) the buyer
obtained control of the nonfinancial asset that was sold. As a result, the Company may recognize a gain on a real estate
disposition transaction that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer
of control or certain forms of continuing involvement. In addition, as discussed under ASU 2017-05, included in "Recently
Issued and Adopted Accounting Standards" below, subsequent to the adoption of the new standard, a gain or loss recognized
on the sale of a nonfinancial asset to an unconsolidated entity will be recognized at 100%, and not the Company’s
proportionate ownership percentage.
The Company concluded that the adoption of the new standard did not require an adjustment to the opening balance of retained
earnings.
The following table provides details of the Company’s revenue streams disaggregated by the Company’s reportable operating
segments, further discussed in Note 8, “Segment Reporting,” for the years ended December 31, 2018, 2017 and 2016. The
segments are classified based on the individual community's status at January 1, 2018 for the years ended December 31, 2018
and 2017, and at January 1, 2017 for the year ended December 31, 2016. Segment information for total revenue has been
adjusted to exclude the real estate assets that were sold from January 1, 2016 through December 31, 2018, or otherwise qualify
as held for sale as of December 31, 2018, as described in Note 6, "Real Estate Disposition Activities," (dollars in thousands):
Total revenue
$
1,591,665
$
193,594
$
235,266
$
4,147
$
2,024,672
For the year ended December 31, 2016
Management, development and other fees
Rental and non-rental related income (2)
Total non-lease revenue (3)
Lease income (4)
Business interruption insurance proceeds (6)
$
— $
— $
— $
8,299
8,299
1,423,658
152
2,172
2,172
219,035
65
1,394
1,394
185,343
20,312
$
5,599
—
5,599
5,599
11,865
17,464
—
—
1,828,036
20,529
Total revenue
$
1,432,109
$
221,272
$
207,049
$
5,599
$
1,866,029
__________________________________
(1) Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated
to a reportable segment.
(2) Amounts include revenue streams related to leasing activities that are not considered components of a lease, including but not limited
to, apartment hold fees and application fees, as well as revenue streams not related to leasing activities, including but not limited to,
vendor revenue sharing, building advertising, vending and dry cleaning revenue.
(3) Represents all revenue accounted for under ASC 2014-09.
(4) Amounts include all revenue streams derived from residential and retail rental income and other lease income, which are excluded
from ASC 2014-09 and accounted for under the lease accounting framework.
(5) Amount for 2017 is primarily business interruption insurance proceeds related to the Maplewood casualty loss as discussed below in
"Casualty Gains and Losses."
(6) Amount for 2016 is primarily business interruption insurance proceeds related to the Edgewater casualty loss as discussed below in
"Casualty Gains and Losses."
Due to the nature and timing of the Company’s identified revenue streams, there are no material amounts of outstanding or
unsatisfied performance obligations as of December 31, 2018.
F-10
F-11
Real Estate
Operating real estate assets are stated at cost and consist of land and improvements, buildings and improvements, furniture, fixtures
and equipment, and other costs incurred during their development, redevelopment and acquisition. Significant expenditures which
improve or extend the life of an existing asset and that will benefit the Company for periods greater than a year, are capitalized.
Expenditures for maintenance and repairs are charged to expense as incurred.
Project costs related to the development, construction and redevelopment of real estate projects (including interest and related loan
fees, property taxes and other direct costs) are capitalized as a cost of the project. Indirect project costs that relate to several projects
are capitalized and allocated to the projects to which they relate. Indirect costs not clearly related to development, construction
and redevelopment activity are expensed as incurred. For development, capitalization (i) begins when the Company has determined
that development of the future asset is probable, (ii) can be suspended if there is no current development activity underway, but
future development is still probable and (iii) ends when the asset, or a portion of an asset, is delivered and is ready for its intended
use, or the Company's intended use changes such that capitalization is no longer appropriate.
For land parcels improved with operating real estate, for which the Company intends to pursue development, the Company generally
manages the current improvements until such time as all tenant obligations have been satisfied or eliminated through negotiation,
and construction of new apartment communities is ready to begin. Revenue from incidental operations received from the current
improvements on land parcels in excess of any incremental costs are recorded as a reduction of total capitalized costs of the
respective Development Right and not as part of net income. Incidental operating costs in excess of incidental operating income
are expensed in the period incurred.
For redevelopment efforts, the Company capitalizes costs either (i) in advance of taking homes out of service when significant
renovation of the common area has begun until the redevelopment is completed, or (ii) when an apartment home is taken out of
service for redevelopment until the redevelopment is completed and the apartment home is available for a new resident. Rental
income and operating costs incurred during the initial lease-up or post-redevelopment lease-up period are recognized in earnings
as incurred.
The adoption of ASU 2017-01 on October 1, 2016, impacted the Company's accounting framework for the acquisition of operating
communities. Prior to adoption, the acquisition of an operating community was viewed as an acquisition of a business, and the
Company identified and recorded each asset acquired and liability assumed in such transaction at its estimated fair value at the
date of acquisition, and expensed all costs incurred related to acquisitions of operating communities. Subsequent to adoption of
ASU 2017-01 on October 1, 2016, the Company assesses each acquisition of an operating community to determine if it meets the
definition of a business or if it qualifies as an asset acquisition. The Company generally views acquisitions of individual operating
communities as asset acquisitions, and results in the capitalization of acquisition costs, and the allocation of purchase price to the
assets acquired and liabilities assumed, based on the relative fair value of the respective assets and liabilities.
The purchase price allocation to tangible assets, such as land and improvements, buildings and improvements, and furniture,
fixtures and equipment, and the in-place lease intangible assets, is reflected in real estate assets and depreciated over their estimated
useful lives. Any purchase price allocation to intangible assets, other than in-place lease intangibles, is included in prepaid expenses
and other assets on the accompanying Consolidated Balance Sheets and amortized over the term of the acquired intangible asset.
The Company values land based on a market approach, looking to recent sales of similar properties, adjusting for differences due
to location, the state of entitlement as well as the shape and size of the parcel. Improvements to land are valued using a replacement
cost approach and consider the structures and amenities included for the communities. The approach for improvements applies
industry standard replacement costs adjusted for geographic specific considerations and reduced by estimated depreciation. The
value for furniture, fixtures and equipment is also determined based on a replacement cost approach, considering costs for both
items in the apartment homes as well as common areas and was adjusted for estimated depreciation. The fair value of buildings
acquired is estimated using the replacement cost approach, assuming the buildings were vacant at acquisition. The replacement
cost approach considers the composition of structures acquired, adjusted for an estimate of depreciation. The estimate of depreciation
is made considering industry standard information, depreciation curves for the identified asset classes and estimated useful life of
the acquired property. The value of the acquired lease-related intangibles considers the estimated cost of leasing the apartment
homes as if the acquired building(s) were vacant, as well as the value of the current leases relative to market-rate leases. The in-
place lease value is determined using an average total lease-up time, the number of apartment homes and net revenues generated
during the lease-up time. The lease-up period for an apartment community is assumed to be 12 months to achieve stabilized
occupancy. Net revenues use market rent considering actual leasing and industry rental rate data. The value of current leases relative
to a market-rate lease is based on market rents obtained for market comparables, and considered a market derived discount rate.
Given the heterogeneous nature of multifamily real estate, the fair values for the land, debt, real estate assets and in-place leases
incorporated significant unobservable inputs and therefore are considered to be Level 3 prices within the fair value hierarchy.
Consideration for acquisitions is typically in the form of cash unless otherwise disclosed.
Depreciation is calculated on buildings and related improvements using the straight-line method over their estimated useful lives,
which range from seven to 30 years. Furniture, fixtures and equipment are generally depreciated using the straight-line method
over their estimated useful lives, which range from three years (primarily computer-related equipment) to seven years.
Income Taxes
The Company elected to be treated as a REIT for U.S. federal income tax purposes for its tax year ended December 31, 1994 and
has not revoked such election. A REIT is a corporate entity which holds real estate interests and can deduct from its federally
taxable income qualifying dividends it pays if it meets a number of organizational and operational requirements, including a
requirement that it currently distribute at least 90% of its adjusted taxable income to stockholders. Therefore, as a REIT, the
Company generally will not be subject to corporate level federal income tax on its taxable income if it annually distributes 100%
of its taxable income to its stockholders.
The states in which the Company operates have similar tax provisions which recognize the Company as a REIT for state income
tax purposes. Management believes that all such conditions for the exemption from income taxes on ordinary income have been
or will be met for the periods presented. Accordingly, no provision for federal and state income taxes has been made. If the Company
fails to qualify as a REIT in any taxable year, it will be subject to federal corporate income taxes at regular corporate rates and
may not be able to qualify as a corporate REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a
REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise
taxes on its undistributed taxable income and in certain other instances.
The Company did not incur any charges or receive refunds of excise taxes related to the years ended December 31, 2018, 2017
and 2016.
In addition, taxable income from non-REIT activities performed through taxable REIT subsidiaries (“TRS”) is subject to federal,
state and local income taxes. The Company recorded an income tax benefit of $160,000 in 2018 and incurred income tax expense
of $141,000 and $305,000 in 2017 and 2016, respectively, associated primarily with activities transacted through a TRS. As of
December 31, 2018 and 2017, the Company did not have any unrecognized tax benefits. The Company does not believe that there
will be any material changes in its unrecognized tax positions over the next 12 months. The Company is subject to examination
by the respective taxing authorities for the tax years 2015 through 2017.
On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act (the “TCJA”), was enacted. The TCJA makes major changes to the
Code, including lowering the statutory U.S. federal income tax rate from 35% to 21% effective January 1, 2018. The Company
does not believe the TCJA had a material impact on its financial position or results of operations.
The following reconciles net income attributable to common stockholders to taxable net income for the years ended December 31,
2018, 2017 and 2016 (unaudited, dollars in thousands):
Net income attributable to common stockholders
GAAP gain on sale of communities in excess of tax gain
Depreciation/amortization timing differences on real estate
Amortization of debt/mark to market interest
Tax compensation expense (in excess of) less than GAAP
Casualty and impairment loss (gain), net
Other adjustments
Taxable net income
2018 Estimate
2017 Actual
2016 Actual
$
974,525
$
876,921
$
1,034,002
(194,596)
5,431
2,276
(612)
19,153
(4,905)
(86,661)
(3,642)
(18,096)
3,912
20,243
(4,304)
$
801,272
$
788,373
$
(195,029)
(947)
(18,985)
9,821
(657)
11,533
839,738
The following summarizes the tax components of the Company's common dividends declared for the years ended December 31,
2018, 2017 and 2016 (unaudited):
F-12
F-13
Ordinary income
20% capital gain
Unrecaptured §1250 gain
Deferred Financing Costs
2018
2017
2016
76%
11%
13%
75%
18%
7%
68%
26%
6%
Deferred financing costs include fees and other expenditures necessary to obtain debt financing and are amortized on a straight-
line basis, which approximates the effective interest method, over the shorter of the term of the loan or the related credit enhancement
facility, if applicable. Unamortized financing costs are charged to earnings when debt is retired before the maturity date.
Accumulated amortization of deferred financing costs related to unsecured notes was $20,564,000 and $16,984,000 as of
December 31, 2018 and 2017, respectively, and related to mortgage notes payable was $2,044,000 and $4,991,000 as of
December 31, 2018 and 2017, respectively. Deferred financing costs, except for costs associated with line-of-credit arrangements,
are presented as a direct deduction from the related debt liability. Accumulated amortization of deferred financing costs related to
the Company's Credit Facility was $10,108,000 and $8,299,000 as of December 31, 2018 and 2017, respectively, and was included
in prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
Cash, Cash Equivalents and Cash in Escrow
Cash and cash equivalents include all cash and liquid investments with an original maturity of three months or less from the date
acquired. Cash in escrow includes principal reserve funds that are restricted for the repayment of specified secured financing. The
majority of the Company's cash, cash equivalents and cash in escrow are held at major commercial banks.
Comprehensive Income
Comprehensive income, as reflected on the Consolidated Statements of Comprehensive Income, is defined as all changes in equity
during each period except for those resulting from investments by or distributions to shareholders. Accumulated other
comprehensive loss, as reflected on the Consolidated Statements of Equity, reflects the effective portion of the cumulative changes
in the fair value of derivatives in qualifying cash flow hedge relationships.
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):
Basic and diluted shares outstanding
Weighted average common shares—basic
Weighted average DownREIT units outstanding
Effect of dilutive securities
Weighted average common shares—diluted
Calculation of Earnings per Share—basic
Net income attributable to common stockholders
Net income allocated to unvested restricted shares
Net income attributable to common stockholders, adjusted
Weighted average common shares—basic
Earnings per common share—basic
Calculation of Earnings per Share—diluted
Net income attributable to common stockholders
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships,
including discontinued operations
Adjusted net income attributable to common stockholders
Weighted average common shares—diluted
Earnings per common share—diluted
Dividends per common share
For the year ended
12/31/18
12/31/17
12/31/16
137,844,755
137,523,771
136,928,251
7,500
436,986
7,500
535,415
7,500
525,886
138,289,241
138,066,686
137,461,637
974,525
(2,839)
971,686
$
$
876,921
(2,463)
874,458
$
$
1,034,002
(2,610)
1,031,392
137,844,755
137,523,771
136,928,251
7.05
$
6.36
$
7.53
974,525
$
876,921
$
1,034,002
44
42
41
974,569
$
876,963
$
1,034,043
138,289,241
138,066,686
137,461,637
7.05
5.88
$
$
6.35
5.68
$
$
7.52
5.40
$
$
$
$
$
$
$
All options to purchase shares of common stock outstanding as of December 31, 2018, 2017 and 2016 are included in the computation
of diluted earnings per share.
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 non-recoverable capitalized pre-development costs are expensed. The Company expensed costs
related to the abandonment of Development Rights, as well as costs incurred in pursuing the acquisition or disposition of assets
for which such acquisition and disposition activity did not occur, in the amounts of $4,388,000, $2,370,000 and $4,183,000 during
the years ended December 31, 2018, 2017 and 2016, respectively. These costs are included in expensed acquisition, development
and other pursuit costs, net of recoveries on the accompanying 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.
F-14
F-15
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 property or long-lived asset may not be recoverable,
the Company assesses its recoverability by comparing the carrying amount of the property or 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 property or long-lived
asset. Based on periodic tests of recoverability of long-lived assets, for the years ended December 31, 2018, 2017 and 2016, the
Company did not recognize any impairment losses for wholly-owned operating real estate assets, and did not record any impairment
losses other than those related to the impairment on land held for investment and casualty gains and losses from property damage
as discussed below.
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. During the year ended December 31,
2018, the Company recognized an impairment charge of $826,000 related to a land parcel the Company had previously acquired
for development and no longer intends to develop. During the year ended December 31, 2017, the Company recognized an
impairment charge of $9,350,000 related to a land parcel the Company had acquired for development in 2004 and sold during
2017. During the year ended December 31, 2016, the Company recognized $10,500,000 of aggregate impairment charges related
to three ancillary land parcels for which the Company has either sold or intended to sell. These charges were determined as the
excess of the Company's carrying basis over the expected sales price for each parcel, and is included in casualty and impairment
loss (gain), net on the accompanying Consolidated Statements of Comprehensive Income.
The Company evaluates its unconsolidated investments for other than temporary impairment, considering both the extent and
amount by which the carrying value of the investment exceeds the fair value, and the Company’s intent and ability to hold the
investment to recover its carrying value. The Company also evaluates its proportionate share of any impairment of assets held by
unconsolidated investments. There were no other than temporary impairment losses recognized by any of the Company's
investments in unconsolidated real estate entities during the years ended December 31, 2018, 2017 or 2016.
Casualty Gains and Losses
In February 2017, a fire occurred at the Company's Avalon Maplewood, located in Maplewood, NJ, which at the time was under
construction and not yet occupied. The Company completed reconstruction of the damaged and destroyed portions of the community
as well as the vertical construction of the community in 2018. During the year ended December 31, 2017, the Company recorded
a net casualty loss of $2,338,000 for the fire at Maplewood, included in casualty and impairment loss (gain), net on the accompanying
Consolidated Statements of Comprehensive Income. During the year ended December 31, 2017, the Company reached a final
insurance settlement for the property damage and lost income for the Maplewood casualty loss of $19,696,000, after self-insurance
and deductibles, of which the Company recognized $3,495,000 as business interruption insurance proceeds. See Note 7,
“Commitments and Contingencies,” for additional discussion of the related casualty loss.
In January 2015, a fire occurred at the Company's Avalon at Edgewater apartment community located in Edgewater, NJ. Edgewater
consisted of two residential buildings. One building, containing 240 apartment homes, was destroyed. The second building,
containing 168 apartment homes, suffered minimal damage and has been repaired. See Note 7, “Commitments and Contingencies,”
for discussion of the related legal matters. During the year ended December 31, 2016, the Company reached a final insurance
settlement for the Company's property damage and lost income for the Edgewater casualty loss, for which it received aggregate
insurance proceeds for Edgewater of $73,150,000, after self-insurance and deductibles, of which $29,008,000 was received in
2016. Of this amount, $8,702,000 was recognized as casualty gain, reported as casualty and impairment loss (gain), net on the
accompanying Consolidated Statements of Comprehensive Income, and $20,306,000 as business interruption insurance proceeds
reported as a component of rental and other income on the accompanying Consolidated Statements of Comprehensive Income.
During the year ended December 31, 2016, the Company recorded a net casualty gain related to 2015 severe winter storms of
$5,732,000, which is comprised of $8,493,000 in third-party insurance proceeds received, partially offset by incremental costs of
$2,761,000. These amounts are included in casualty and impairment loss (gain), net on the accompanying Consolidated Statements
of Comprehensive Income.
A casualty loss may also result in lost operating income from one or more communities that is covered by the Company’s business
interruption insurance policies. The Company recognizes income for amounts received under its business interruption insurance
policies as a component of rental and other income in the Consolidated Statements of Comprehensive Income. Revenue is recognized
upon resolution of all contingencies related to the receipt, typically upon written confirmation by the insurer or receipt of the actual
proceeds. The Company recognized $26,000, $3,498,000 and $20,564,000 in income related business interruption insurance
proceeds for the years ended December 31, 2018, 2017 and 2016, respectively.
Assets Held for Sale and Discontinued Operations
The Company presents the assets and liabilities of any communities which have been sold, or otherwise qualify as held for sale,
separately in the Consolidated Balance Sheets. In addition, the results of operations for those assets that meet the definition of
discontinued operations are presented as such in the accompanying Consolidated Statements of Comprehensive Income. Real
estate assets held for sale are measured at the lower of the carrying amount or the fair value less the cost to sell. Both the real estate
assets and corresponding liabilities are presented separately in the accompanying Consolidated Balance Sheets. Upon the
classification of an asset as held for sale, no further depreciation is recorded. 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, and for those assets qualifying for classification as discontinued operations, the specific components of
net income presented as discontinued operations include net operating income, depreciation expense and interest expense, net. For
periods prior to the asset qualifying for discontinued operations, the Company reclassifies the results of operations to discontinued
operations. In addition, the net gain or loss (including any impairment loss) on the eventual disposal of assets held for sale will be
presented as discontinued operations when recognized. A change in presentation for held for sale or discontinued operations has
no impact on the Company's financial condition or results of operations. The Company combines the operating, investing and
financing portions of cash flows attributable to discontinued operations with the respective cash flows from continuing operations
on the accompanying Consolidated Statements of Cash Flows. The Company had one wholly-owned operating community and
two ancillary land parcels that qualified as held for sale presentation at December 31, 2018.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are comprised of potential future obligations of the Company, which allow the investors
holding the noncontrolling interest to require the Company to purchase their interest. The Company classifies obligations under
the redeemable noncontrolling interests at fair value, with a corresponding offset for changes in the fair value recorded in
accumulated earnings less dividends. Reductions in fair value are recorded only to the extent that the Company has previously
recorded increases in fair value above the redeemable noncontrolling interest's initial basis. The redeemable noncontrolling interests
are presented outside of permanent equity as settlement in shares of the Company's common stock, where permitted, may not be
within the Company's control. The nature and valuation of the Company's redeemable noncontrolling interests are discussed further
in Note 11, “Fair Value.”
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 Derivative transactions for trading or other speculative purposes. The Company assesses the
effectiveness of qualifying cash flow and fair value hedges, both at inception and on an on-going basis. Hedge ineffectiveness is
reported as a component of interest expense, net. The fair values of Hedging Derivatives that are in an asset position are recorded
in prepaid expenses and other assets. The fair value of Hedging Derivatives that are in a liability position are included in accrued
expenses and other liabilities. The Company does not present or disclose the fair value of Hedging Derivatives on a net basis. Fair
value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net.
For the Hedging Derivative positions that the Company has determined qualify as effective cash flow hedges, the Company has
recorded the cumulative changes in the fair value of Hedging Derivatives in other comprehensive loss. Amounts recorded in
accumulated other comprehensive loss will be reclassified into earnings in the periods in which earnings are affected by the hedged
cash flow. The effective portion of the change in fair value of the Hedging Derivatives that the Company has determined qualified
F-16
F-17
as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding debt being hedged. See
Note 11, “Fair Value,” for further discussion of derivative financial instruments.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods.
Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to amounts in prior years' notes to financial statements to conform to current year
presentations as a result of changes in held for sale classification, disposition activity and segment classification.
Recently Issued and Adopted Accounting Standards
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for
Hedging Activities. This ASU expands hedge accounting for both nonfinancial and financial risk components and aligns the
recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This update
also simplifies the application of hedge accounting guidance and eases the administrative burden of hedge documentation
requirements and assessing hedge effectiveness. The Company adopted the guidance as of January 1, 2018 and it did not have a
material effect on the Company’s financial position or results of operations.
In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets
(Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.
This ASU (i) clarifies the scope of the nonfinancial asset guidance and the derecognition of certain businesses and nonprofit
activities, (ii) eliminates the exception in the financial asset guidance for transfers of investments (including equity method
investments) in real estate entities and supersedes the guidance in the Exchanges of a Nonfinancial Asset for a Noncontrolling
Ownership Interest and (iii) provides guidance on the accounting of partial sales of nonfinancial assets and contributions of
nonfinancial assets to a joint venture or other noncontrolled investee. The Company adopted the new standard as of January 1,
2018 using the modified retrospective approach, applying the provisions to open contracts as of the date of adoption. See "Revenue
and Gain Recognition" above for additional discussion of the impact of adopting the guidance.
In February 2016, the FASB issued ASU 2016-02, Leases, amending the existing accounting standards for lease accounting,
including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The
guidance will be effective in the first quarter of 2019 and allows for early adoption. The new standard requires a modified
retrospective transition approach for all leases existing at the date of initial application, with an option to use certain transition
relief. ASU 2016-02 provides for transition relief, which includes electing to not (i) reassess whether any expired or existing
contract is a lease or contains a lease, (ii) reassess the lease classification of any expired or existing leases and (iii) expense any
capitalized initial direct costs for any existing leases. Subsequently, the FASB issued ASU 2018-01, ASU 2018-11 and ASU 2018-20
which provides further transition relief by providing (i) an option to not evaluate land easements that exist or have expired prior
to the date of adoption under ASC 842, (ii) prospective adoption as a transition method, (iii) a practical expedient for lessors to
not separate lease and non-lease components by class of underlying asset when certain conditions are met and (iv) technical
improvements for lessor accounting for sales taxes collected from lessees and certain lessor costs.
The Company adopted ASC 842 as of January 1, 2019 using the prospective adoption method, and plans to apply certain practical
expedients allowed under the standard including:
•
not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any
expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases;
not evaluating short term leases;
not assessing whether existing land easements are, or contain leases; and
•
•
• making an accounting policy election by class of underlying asset, to not separate non-lease components from lease
components and instead to account for each separate lease and non- lease component as a single lease component.
The Company anticipates adoption of the standard will result in the recognition of incremental right of use assets and corresponding
lease liabilities to its balance sheet upon adoption of the new standard in the range from $100,000,000 to $150,000,000 resulting
from the recognition of its long-term ground and administrative office leases, currently accounted for as operating leases. The
Company is finalizing its adoption of the new standard and will report finalized impacts in the Company's first quarter 2019 Form
10-Q filing.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers and in August 2015, the FASB issued ASU
2015-14, Revenue from Contracts with Customers-Deferral of the Effective Date, which defers the effective date of the new revenue
recognition standard until the first quarter of 2018. Subsequently, the FASB has issued multiple ASUs clarifying ASU 2014-09
and ASU 2015-14. Under the new standard, revenue is recognized when persuasive evidence of an arrangement exists, delivery
has occurred, the fee is fixed or determinable, and collectability is probable. Revenue is generally recognized net of allowances
and any taxes collected from customers and subsequently remitted to governmental authorities. The majority of the Company's
revenue is derived from rental income, which is scoped out from this standard and will be accounted for under ASU 2016-02,
Leases, discussed above. The Company's other revenue streams, which are being evaluated under this ASU, include but are not
limited to management fees, non-recurring rental and non-rental related income, and gains and losses from real estate dispositions.
The Company adopted the new standard as of January 1, 2018 using the modified retrospective approach, applying the provisions
to open contracts as of the date of adoption. See "Revenue and Gain Recognition" above for additional discussion of the impact
of adopting the guidance.
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 $60,331,000, $64,420,000 and $78,872,000 for years ended
December 31, 2018, 2017 and 2016, respectively.
3. Mortgage Notes Payable, Unsecured Notes and Credit Facility
The Company's mortgage notes payable, unsecured notes, variable rate unsecured term loans (the “Term Loans”) and Credit
Facility, as defined below, as of December 31, 2018 and 2017 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 December 31, 2018 and 2017,
as shown on the Consolidated Balance Sheets (dollars in thousands) (see Note 6, “Real Estate Disposition Activities”).
Fixed rate unsecured notes (1)
Variable rate unsecured notes (1)
Term Loans (1)
Fixed rate mortgage notes payable—conventional and tax-exempt (2)
Variable rate mortgage notes payable—conventional and tax-exempt (2)
Total mortgage notes payable and unsecured notes and Term Loans
Credit Facility
12/31/18
12/31/17
$
5,400,000
$
5,350,000
300,000
250,000
533,215
619,140
300,000
250,000
593,987
910,326
7,102,355
7,404,313
—
—
Total mortgage notes payable, unsecured notes, Term Loans and Credit Facility
$
7,102,355
$
7,404,313
_________________________________
(1) Balances at December 31, 2018 and 2017 exclude $9,879 and $10,850, respectively, of debt discount, and $34,128 and $36,386, respectively,
of deferred financing costs, as reflected in unsecured notes, net on the accompanying Consolidated Balance Sheets.
(2) Balances at December 31, 2018 and 2017 exclude $14,590 and $16,351 of debt discount, respectively, and $3,495 and $11,256, respectively,
of deferred financing costs, as reflected in mortgage notes payable, net on the accompanying Consolidated Balance Sheets.
The following debt activity occurred during the year ended December 31, 2018:
•
•
In February 2018, the Company repaid $15,174,000 principal amount of 6.60% fixed rate debt secured by Avalon Oaks
West in advance of its scheduled maturity date, incurring a charge of $426,000, consisting of a prepayment penalty of
$152,000 and the non-cash write-off of unamortized deferred financing costs of $274,000.
In February 2018, the Company repaid $11,038,000 principal amount of 4.61% fixed rate debt secured by AVA Pasadena
at par in advance of its scheduled maturity date.
F-18
F-19
•
•
•
•
•
•
In March 2018, the Company issued $300,000,000 principal amount of unsecured notes in a public offering under its
existing shelf registration statement for net proceeds of approximately $296,210,000. The notes mature in April 2048 and
were issued at a 4.35% interest rate. The effective interest rate of the notes for the first 10 years is 3.97%, including the
impact of an interest rate hedge and offering costs, and for the remainder of the term the effective interest rate is 4.39%.
In April 2018, the Company repaid $13,380,000 principal amount of 3.06% fixed rate debt secured by Avalon Andover
at par at its scheduled maturity date.
In June 2018, the Company repaid $15,295,000 principal amount of 6.90% fixed rate debt secured by Avalon Orchards
in advance of its scheduled maturity date, incurring a charge of $635,000, consisting of a prepayment penalty of $282,000
and the non-cash write-off of unamortized deferred financing costs of $353,000.
In August 2018, the Company repaid $95,859,000 aggregate principal amount of variable rate debt secured by Avalon
Calabasas, of which $51,449,000 was repaid at par at its scheduled maturity date, and $44,410,000 was repaid at par in
advance of its April 2028 maturity date. The Company recognized a non-cash charge of $1,690,000 for the write-off of
unamortized debt discount.
In December 2018, the Company repaid $250,000,000 principal amount of its 6.10% unsecured notes in advance of its
March 2020 scheduled maturity, recognizing a charge of $8,926,000, consisting of a prepayment penalty of $8,579,000
and a non-cash write-off of deferred financing costs of $347,000.
In December 2018, in conjunction with the formation of the NYC Joint Venture as discussed in Note 5, "Investments in
Real Estate Entities," the following financing activities took place:
The Company repaid $93,800,000 of variable rate debt secured by Avalon Bowery Place I in advance of its
November 2037 maturity date. In conjunction with the repayment, the Company recognized a charge of
$5,837,000, consisting of a prepayment penalty of $2,874,000 and the non-cash write-off of unamortized deferred
financing costs of $2,963,000.
The Company entered into a $93,800,000 fixed rate note secured by Avalon Bowery Place I, with a contractual
interest rate of 4.01%, maturing in January 2029.
The Company entered into a $39,639,000 fixed rate note secured by Avalon Bowery Place II, with a contractual
interest rate of 4.01%, maturing in January 2029.
The Company entered into a $12,500,000 fixed rate note secured by Avalon Morningside Park, with a contractual
interest rate of 3.95%, maturing in January 2029.
The Company entered into a $150,000,000 fixed rate note secured by Avalon West Chelsea and AVA High Line,
a dual-branded community, with a contractual interest rate of 4.01%, maturing in January 2029.
The NYC Joint Venture then assumed the aggregate $295,939,000 of new borrowings discussed above, as well
as the previously outstanding $100,000,000 fixed rate note secured by Avalon Morningside Park with a contractual
interest rate of 3.50%.
At December 31, 2018, the Company has a $1,500,000,000 revolving variable rate unsecured credit facility with a syndicate of
banks (the "Credit Facility") which matures in April 2020. The Company may extend the maturity for up to nine months, provided
the Company is not in default and upon payment of a $1,500,000 extension fee. 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 0.825% per annum (3.33% at December 31,
2018), assuming a one month borrowing rate. The annual facility fee is 0.125% (or approximately $1,875,000 annually based on
the $1,500,000,000 facility size and based on the Company's current credit rating).
The Company had no borrowings outstanding under the Credit Facility and had $39,810,000 and $47,315,000 outstanding in letters
of credit that reduced the borrowing capacity as of December 31, 2018 and 2017, respectively.
In the aggregate, secured notes payable mature at various dates from April 2019 through July 2066, and are secured by certain
apartment communities (with a net carrying value of $1,827,953,000, excluding communities classified as held for sale, as of
December 31, 2018).
The weighted average interest rate of the Company's fixed rate secured notes payable (conventional and tax-exempt) was 3.8%
and 4.0% at December 31, 2018 and 2017, respectively. The weighted average interest rate of the Company's variable rate secured
notes payable (conventional and tax exempt), the Term Loans and its Credit Facility, including the effect of certain financing
related fees, was 3.4% and 3.2% at December 31, 2018 and 2017, respectively.
Scheduled payments and maturities of secured notes payable and unsecured notes outstanding at December 31, 2018 are as follows
(dollars in thousands):
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Thereafter
Secured
notes
payments
Secured
notes
maturities
Unsecured
notes
maturities
Stated interest
rate of
unsecured notes
3,824
2,682
2,204
2,318
2,439
2,577
2,708
2,845
2,270
912
30,296
114,722
140,430
27,844
—
—
—
84,835
—
185,100
—
544,349
—
400,000
250,000
300,000
450,000
100,000
350,000
250,000
300,000
150,000
525,000
300,000
475,000
300,000
400,000
450,000
350,000
300,000
300,000
N/A
3.625%
3.950%
LIBOR + 0.43%
2.950%
LIBOR + .90%
4.200%
2.850%
3.500%
LIBOR + 1.50%
3.450%
3.500%
2.950%
2.900%
3.350%
3.200%
3.900%
4.150%
4.350%
$
55,075
$
1,097,280
$
5,950,000
The Company's unsecured notes are redeemable at the Company's option, in whole or in part, generally at a redemption price equal
to the greater of (i) 100% of their principal amount or (ii) the sum of the present value of the remaining scheduled payments of
principal and interest discounted at a rate equal to the yield on U.S. Treasury securities with a comparable maturity plus a spread
between 20 and 45 basis points depending on the specific series of unsecured notes, plus accrued and unpaid interest to the
redemption date. The indenture under which the Company's unsecured notes were issued, the Company's Credit Facility agreement
and the Company's Term Loan agreement contain limitations on the amount of debt the Company can incur or the amount of assets
that can be used to secure other financing transactions, and other customary financial and other covenants, with which the Company
was in compliance at December 31, 2018.
F-20
F-21
4. Equity
As of December 31, 2018 and 2017, 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 year ended December 31, 2018, the Company:
issued 40,534 shares of common stock in connection with stock options exercised;
issued 2,272 common shares through the Company's dividend reinvestment plan;
i.
ii.
iii. issued 187,010 common shares in connection with restricted stock grants and the conversion of performance awards to
restricted shares;
issued 244,924 shares under CEP IV, as discussed below;
iv.
v. withheld 68,565 common shares to satisfy employees' tax withholding and other liabilities;
vi. issued 12,955 shares through the Employee Stock Purchase Plan; and
vii. canceled 4,860 shares of restricted stock upon forfeiture.
Any deferred compensation related to the Company’s stock option, restricted stock and performance award grants during the year
ended December 31, 2018 is not reflected on the accompanying Consolidated Balance Sheet as of December 31, 2018, and will
not be reflected until recognized as compensation cost.
In December 2015, the Company commenced a fourth continuous equity program (“CEP IV”) under which the Company may
sell (and/or enter into forward agreements for) up to $1,000,000,000 of its common stock from time to time. Actual sales will
depend on a variety of factors to be determined by the Company, including market conditions, the trading price of the Company's
common stock and determinations by the Company of the appropriate sources of funding for the Company. In conjunction with
CEP IV, the Company engaged sales agents who will receive compensation of up to 2.0% of the gross sales price for shares sold.
The Company expects that, if entered into, it will physically settle each forward sale agreement on one or more dates specified by
the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to
receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward agreement
multiplied by the relevant forward sale price. However, the Company may also elect to cash settle or net share settle a forward
sale agreement. In connection with each forward sale agreement, the Company will pay the relevant forward seller, in the form of
a reduced initial forward sale price, commission of up to 2.0% of the sales prices of all borrowed shares of common stock sold.
As of December 31, 2018, there are no outstanding forward sales agreements. In 2018, the Company sold 244,924 shares at an
average sales price of $189.14 per share, for net proceeds of $45,629,000. As of December 31, 2018, the Company had $846,591,000
of shares remaining authorized for issuance under this program.
5. Investments in Real Estate Entities
Investments in Unconsolidated Real Estate Entities
The Company accounts for its investments in unconsolidated real estate entities under the equity method of accounting, as discussed
in Note 1, “Organization, Basis of Presentation and Significant Accounting Policies,” under Principles of Consolidation. The
significant accounting policies of the Company's unconsolidated real estate entities are consistent with those of the Company in
all material respects.
As of December 31, 2018, the Company had investments in the following real estate entities:
• Archstone Multifamily Partners AC LP (the “U.S. Fund”)—The U.S. Fund was formed in July 2011 and is fully invested.
The U.S. Fund has a term that expires in July 2023, assuming the exercise of two, one-year extension options. The U.S.
Fund had six institutional investors, including the Company. The Company is the general partner of the U.S. Fund and, at
December 31, 2018 excluding costs incurred in excess of equity in the underlying net assets of the U.S. Fund, the Company
had an equity investment of $31,194,000 (net of distributions), representing a 28.6% combined general partner and limited
partner equity interest. The Company acquired its interest in the U.S. Fund as part of the Archstone Acquisition.
During 2018, the U.S. Fund sold Avalon Kirkland at Carillon, located in Kirkland, WA, containing 131 apartment homes
for $85,500,000. The Company's proportionate share of the gain in accordance with GAAP was $8,636,000. In conjunction
with the disposition of this community, the U.S. Fund repaid $27,928,000 of related secured indebtedness in advance of its
scheduled maturity date.
Subsidiaries of the U.S. Fund have five loans secured by individual assets with aggregate amounts outstanding of
$205,846,000, with maturity dates that vary from June 2020 to November 2022. The mortgage loans are payable by the
subsidiaries of the U.S. Fund with operating cash flow or disposition proceeds from the underlying real estate. The Company
has not guaranteed the debt of the U.S. Fund, nor does the Company have any obligation to fund this debt should the U.S.
Fund be unable to do so.
• Multifamily Partners AC JV LP (the “AC JV”)—The AC JV is a joint venture that was formed in 2011 and has four
institutional investors, including the Company. Excluding costs incurred in excess of equity in the underlying net assets of
the AC JV, at December 31, 2018 the Company had an equity investment of $34,799,000 (net of distributions), representing
a 20.0% equity interest. The Company acquired its interest in the AC JV as part of the Archstone Acquisition.
The AC JV partnership agreement contains provisions that require the Company to provide a right of first offer (“ROFO”)
to the AC JV in connection with additional opportunities to acquire or develop additional interests in multifamily real estate
assets within a specified geographic radius of the existing assets, generally one mile or less. The ROFO restriction expires
in 2019.
During 2018, the AC JV sold Avalon Woodland Park, located in Herndon, VA, containing 392 apartment homes for
$94,250,000. The Company's proportionate share of the gain in accordance with GAAP was $2,019,000. In conjunction
with the disposition of this community, the AC JV repaid a $50,647,000 loan at par to the equity investors in the venture in
advance of its scheduled maturity date.
As of December 31, 2018, subsidiaries of the AC JV had one unsecured loan outstanding in the amount of $111,653,000
which matures in August 2021, and which was made by the equity investors in the venture, including the Company, in
proportion to the investors' respective equity ownership interest. The unsecured loan is payable by the subsidiaries of the
AC JV with operating cash flow from the venture. The Company has not guaranteed the debt of the AC JV, nor does the
Company have any obligation to fund this debt should the AC JV be unable to do so.
• MVP I, LLC—In December 2004, the Company entered into a joint venture agreement with an unrelated third-party for the
development of Avalon at Mission Bay II. Construction of Avalon at Mission Bay II, a 313 apartment-home community
located in San Francisco, California, was completed in December 2006. The Company holds a 25.0% equity interest in the
venture. The Company is responsible for the day-to-day operations of the community and is the management agent subject
to the terms of a management agreement. The Company has not guaranteed the debt of MVP I, LLC, nor does the Company
have any obligation to fund this debt should MVP I, LLC be unable to do so.
• Brandywine Apartments of Maryland, LLC (“Brandywine”)—Brandywine owns a 305 apartment home community located
in Washington, D.C. The community is managed by a third party. Brandywine is comprised of five members who hold
various interests in the joint venture. The Company holds a 28.7% equity interest in Brandywine.
Brandywine had an outstanding $22,195,000 fixed rate mortgage loan that is payable by the venture. The Company has not
guaranteed the debt of Brandywine, nor does the Company have any obligation to fund this debt should Brandywine be
unable to do so.
• Residual JV—Through subsidiaries, the Company and Equity Residential entered into three limited liability company
agreements (collectively, the “Residual JV”) through which the Company and Equity Residential acquired (i) certain assets
of Archstone that the Company and Equity Residential have divested (the “Residual Assets”), and (ii) various liabilities of
Archstone that the Company and Equity Residential agreed to assume in conjunction with the Archstone Acquisition (the
“Residual Liabilities”).
The Residual Liabilities include most existing or future litigation and claims related to Archstone’s operations for periods
before the close of the Archstone Acquisition, except for (i) claims that principally relate to the physical condition of the
assets acquired directly by the Company or Equity Residential, which generally remain the sole responsibility of the Company
or Equity Residential, as applicable, and (ii) certain tax and other litigation between Archstone and various equity holders
in Archstone related to periods before the close of the Archstone Acquisition, and claims which may arise due to changes
in the capital structure of Archstone that occurred prior to closing, for which the seller has agreed to indemnify the Company
and Equity Residential. The Company and Equity Residential jointly control the Residual JV and the Company holds a
40.0% economic interest in the Residual JV. The Company believes its remaining potential obligations under the Residual
JV will not have a material impact on its financial position or results of operations.
F-22
F-23
•
•
Legacy JV—As part of the Archstone Acquisition the Company entered into a limited liability company agreement with
Equity Residential, through which it assumed obligations of Archstone in the form of preferred interests, some of which
are governed by tax protection arrangements (the “Legacy JV”). The Company has a 40.0% interest in the Legacy JV. During
the years ended December 31, 2018, 2017 and 2016, the Legacy JV redeemed certain of the preferred interests and paid
accrued dividends, of which the Company's portion was $1,120,000, $2,000,000 and $1,960,000, respectively. At
December 31, 2018, the remaining preferred interests had an aggregate liquidation value of $36,806,000, the Company's
40.0% share of which was included in accrued expenses and other liabilities in the accompanying Consolidated Balance
Sheets.
Sudbury Development, LLC—During 2015, the Company entered into a joint venture agreement to purchase land and pursue
entitlements and pre-development activity for a mixed-use development project in Sudbury, MA, including multifamily
apartment homes, retail, senior housing and age-restricted housing. The Company has a 60.0% ownership interest in the
venture. The venture is considered a VIE, though the Company is not considered to be the primary beneficiary because the
Company and its third party partner share control of the joint venture as approval from both parties is required for all
significant aspects of the venture's activities including, but not limited to, changes in the ownership or capital structure of
the partnership, acquisitions or dispositions by the venture and decisions about the pre-development and related activities
to be performed by the venture. During the year ended December 31, 2017, the Company and its venture partner each
acquired their respective portion of the real estate held by the venture, with the Company's portion consisting of a parcel
of land for the development of an apartment community, acquired for an investment of $19,200,000. The Company and its
venture partner retained continuing involvement with the venture to fund the completion of the planned infrastructure and
site work, which was substantially complete at December 31, 2018.
• North Point II JV, LP—During 2016, the Company entered into a joint venture to develop, own, and operate AVA North
Point, an apartment community located in Cambridge, MA, which completed construction during 2018 and contains 265
apartment homes. The Company owns a 55.0% interest in the venture, and the venture partner owns the remaining 45.0%
interest. The venture is considered to be a VIE, though the Company is not considered to be the primary beneficiary because
the Company and its third party partner share control of the venture. The Company and its venture partner share decision
making authority for all significant aspects of the venture's activities including, but not limited to, changes in the ownership
or capital structure, the original capital budget to construct AVA North Point and the operating budget for the community
since completion. AVA North Point is the third phase of a master planned development, the other phases of which are owned
through the AC JV. During 2016, the Company provided the partners of the AC JV the opportunity to acquire the AVA North
Point land parcel owned by the Company as required in the ROFO provisions for the AC JV. After certain partners of the
AC JV declined to participate, the Company entered into the new joint venture and sold the land parcel to the venture in
exchange for a cash payment and a capital account credit, and is overseeing the development in exchange for a developer
fee. Upon sale of the land parcel, the Company recognized a gain of $10,621,000 during the year ended December 31, 2016,
included in gain (loss) on other real estate transactions, net on the accompanying Consolidated Statements of Comprehensive
Income. At December 31, 2018, the Company had an equity investment of $45,162,000.
• NYTA MF Investors LLC (“NYC Joint Venture”)—During 2018, the Company contributed five wholly-owned operating
communities located in New York, NY to a newly formed joint venture with the intent to own and operate the communities.
The Company retained a 20.0% interest in the venture, with the venture partner owning the remaining 80.0% interest, and
the partners sharing in returns in accordance with their ownership interests. The venture is not considered a VIE and is
accounted for as an equity method investment, as the venture can finance its activities through the on-going operations of
the communities and the Company and its third party partner share a controlling financial interest in the joint venture. While
the Company is the managing member and the venture partner has a controlling financial interest, approval from both parties
is required for all significant aspects of the venture's activities including, but not limited to, changes in the ownership or
capital structure of the partnership, acquisitions or dispositions by the venture and decisions about the annual operating
budget and redevelopment related activities to be performed by the venture.
In conjunction with the formation of the venture, the Company sold the five communities, containing an aggregate of 1,301
apartment homes and 58,000 square feet of retail space, to the venture for a sales price of $758,900,000. The Company
received net cash proceeds of $276,799,000 and the venture assumed $395,939,000 of secured indebtedness from the
Company. The Company recognized a gain on sale of $179,861,000, including the recognition of the Company's 20.0%
retained interest at fair value. In conjunction with the formation of the venture, the Company entered into the refinancing
and borrowing activities discussed in Note 3, “Mortgage Notes Payable, Unsecured Notes and Credit Facility.” At
December 31, 2018, the Company had an equity investment of $75,000,000, representing a 20.0% equity interest in the
venture.
In addition, during 2018 the Company held an investment in and received the final distributions for the AvalonBay Value Added
Fund II, L.P. (“Fund II”). In September 2008, the Company formed Fund II, a private, discretionary real estate investment vehicle
which acquired and operated communities in the Company's markets. During 2017, Fund II sold its final three communities, and
the Company completed the dissolution of Fund II in 2018. Fund II had six institutional investors, including the Company. One
of the Company's wholly owned subsidiaries was the general partner of Fund II. The Company had an equity interest of 31.3% in
Fund II, and upon achievement of a threshold return the Company had a right to incentive distributions for its promoted interest
based on current returns earned by Fund II which represented 40.0% of further Fund II distributions, which was in addition to its
proportionate share of the remaining 60.0% of distributions. During the year ended December 31, 2018, the Company recognized
income of $925,000 for its promoted interest, which was reported as a component of equity in income of unconsolidated real estate
entities on the accompanying Consolidated Statements of Comprehensive Income.
The following is a combined summary of the financial position of the entities accounted for using the equity method as of the
dates presented, excluding amounts associated with development joint ventures, the Residual JV and Legacy JV (dollars in
thousands):
Assets:
Real estate, net
Other assets
Total assets
Liabilities and partners' capital:
Mortgage notes payable, net and credit facility
Other liabilities
Partners' capital
Total liabilities and partners' capital
12/31/18
12/31/17
$
$
$
$
1,420,039
45,142
1,465,181
837,311
15,624
612,246
1,465,181
$
$
$
$
695,077
39,976
735,053
523,815
10,540
200,698
735,053
The following is a combined summary of the operating results of the entities accounted for using the equity method, for the years
presented, excluding amounts associated with development joint ventures, Avalon Clarendon, the Residual JV and Legacy JV
(dollars in thousands):
F-24
F-25
Rental and other income
Operating and other expenses
Gain on sale of communities
Interest expense, net (2)
Depreciation expense
Net income
For the year ended
12/31/18 (1)
12/31/17
12/31/16
$
92,504
$
101,615
$
(35,005)
54,202
(22,488)
(26,706)
(38,566)
136,333
(27,104)
(25,914)
$
62,507
$
146,364
$
131,901
(50,945)
196,749
(45,886)
(34,471)
197,348
_________________________________
(1) Amounts include results from the NYC Joint Venture from the date the venture was formed.
(2) Amounts for the years ended December 31, 2018, 2017 and 2016 includes charges for prepayment penalties and write-offs of deferred
financing costs of $312, $1,591 and $12,659, respectively.
In conjunction with the acquisition of the U.S. Fund, AC JV and Brandywine, the Company incurred costs in excess of its equity
in the underlying net assets of the respective investments. These costs represent $31,188,000 and $35,402,000 at December 31,
2018 and 2017, respectively, of the respective investment balances. These amounts are being amortized over the lives of the
underlying assets as a component of equity in income of unconsolidated real estate entities on the accompanying Consolidated
Statements of Comprehensive Income.
The following is a summary of the Company's equity in income of unconsolidated real estate entities for the years presented (dollars
in thousands):
Fund I (1)
Fund II (2)
U.S. Fund (3)
AC JV (4)
MVP I, LLC
Brandywine
CVP I, LLC
Residual JV
Avalon Clarendon (5)
North Point II JV, LP
Sudbury Development, LLC
NYC JV
Total
For the year ended
12/31/18
12/31/17
12/31/16
$
— $
— $
843
9,766
3,527
1,917
95
—
(879)
—
305
29
(333)
53,961
14,773
1,388
1,833
106
—
(1,223)
—
(122)
28
—
87
49,882
15,635
1,445
1,627
10
9
(1,374)
(2,359)
—
—
—
$
15,270
$
70,744
$
64,962
_________________________________
(1) The Company's equity in income for this entity represents its residual profits from the sale of the community, or liquidation of the venture.
(2) Equity in income for the years ended December 31, 2017 and 2016 includes the Company's proportionate share of the gain on the sale of
Fund II assets of $26,322 and $41,501, respectively. In addition, equity in income for the years ended December 31, 2018, 2017 and 2016
include $925, $26,472 and $7,985, respectively, relating to the Company's recognition of its promoted interest.
(3) Equity in income for the years ended December 31, 2018, 2017 and 2016 includes the Company's proportionate share of the gain on the
sale of U.S. Fund assets of $8,636, $13,788 and $16,568, respectively.
(4) Equity in income for the year ended December 31, 2018 includes the Company's proportionate share of the gain on the sale of an AC JV
assets of $2,019.
(5) In 2016, the Company and its venture partner established separate legal ownership of Avalon Clarendon, after which the Company reported
the operating results of Avalon Clarendon as part of its consolidated operations.
Investments in Consolidated Real Estate Entities
During the year ended December 31, 2018, the Company acquired four consolidated communities:
• Avalon Arundel Crossing, located in Linthicum Heights, MD, contains 310 apartment homes and was acquired for a
purchase price of $83,000,000.
• Alexander Apartments & Lofts, located in West Palm Beach, FL, contains 290 apartment homes and 2,000 square feet
of retail space and was acquired for a purchase price of $103,000,000.
•
Ironwood at Red Rocks, located in Littleton, CO, contains 256 apartment homes and was acquired for a purchase price
of $75,400,000.
• The Meadows, located in Castle Rock, CO, contains 240 apartment homes and was acquired for a purchase price of
$73,050,000.
The Company accounted for these as asset acquisitions and recorded the acquired assets and assumed liabilities, including
identifiable intangibles, at their relative fair values based on the purchase price and acquisition costs incurred. The Company used
third party pricing or internal models for the values of the land, a valuation model for the values of the buildings, and an internal
model to determine the fair values of the remaining real estate assets and in-place leases. Given the heterogeneous nature of
multifamily real estate, the fair values for the land, debt, real estate assets and in-place leases incorporated significant unobservable
inputs and therefore are considered to be Level 3 prices within the fair value hierarchy.
Expensed transaction costs associated with the acquisitions made by the Company in 2016, all of which were accounted for as
business combinations prior to the adoption of ASU 2017-01 on October 1, 2016, totaled $5,139,000. This amount was reported
as a component of expensed acquisition, development and other pursuit costs, net of recoveries on the accompanying Consolidated
Statements of Comprehensive Income. To the extent the Company received amounts related to acquired communities for periods
prior to their acquisition, the Company reported the receipts, net with expensed acquisition costs.
On February 27, 2013, pursuant to an asset purchase agreement dated November 26, 2012, the Company, together with Equity
Residential, acquired, directly or indirectly, all of the assets owned by Archstone Enterprise LP (“Archstone,” which has since
changed its name to Jupiter Enterprise LP), 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. Under the terms of the
purchase agreement, the Company acquired approximately 40.0% of Archstone's assets and liabilities and Equity Residential
acquired approximately 60.0% of Archstone’s assets and liabilities (the “Archstone Acquisition”).
In conjunction with the development of Avalon Brooklyn Bay, the Company entered into a joint venture agreement to construct a
mixed-use building that contains rental apartments, for-sale residential condominium units and related common elements. The
Company owns a 70.0% interest in the venture, which represents a 100% interest in the rental apartments, and the venture partner
owns the remaining 30.0% interest, which represents a 100% interest in the for-sale residential condominium units. The Company
was responsible for the development and construction of the structure, and provided a loan to the venture partner for the venture
partner's share of costs. The venture is considered a VIE, and the Company consolidates its interest in the rental apartments and
common areas, which are included in total real estate, net on the accompanying Consolidated Balance Sheets. The development
of Avalon Brooklyn Bay was completed during the year ended December 31, 2018. As of December 31, 2018, the Company has
a receivable from the venture partner in the form of a variable rate mortgage note, secured by the remaining for-sale residential
condominium units. The balance as of December 31, 2018 was $12,819,000, representing outstanding principal and interest, net
of repayments, and as of December 31, 2017, was $44,831,000, representing outstanding principal and interest. These amounts
are reported as a component of prepaid expenses and other assets on the accompanying Consolidated Balance Sheets. The Company
recognizes interest income on the accrual basis.
F-26
F-27
6. Real Estate Disposition Activities
The following activity took place during the year ended December 31, 2018:
• The Company sold eight wholly-owned operating communities, containing an aggregate of 1,798 apartment homes for
an aggregate sales price of $618,750,000 and an aggregate gain of $195,115,000.
The Company also has an Officer Severance Program (the “Program”). Under the Program, in the event an officer who is not
otherwise covered by a severance arrangement is terminated (other than for cause), or chooses to terminate his or her employment
for good reason (as defined), in either case within 18 months following a sale event (as defined) of the Company, such officer will
generally receive a cash lump sum payment equal to a multiple of the officer's covered compensation (base salary plus annual cash
bonus). The multiple is one time for vice presidents and senior vice presidents, two times for executive vice presidents and three
times for the chief executive officer. The officer's restricted stock and options would also vest. Costs related to the Program are
deferred and recognized over the requisite service period when considered by management to be probable and estimable.
• The Company contributed five wholly-owned operating communities to the NYC Joint Venture for a sales price of
$758,900,000, recognizing a gain on sale of $179,861,000. See Note 5, “Investments in Real Estate Entities,” for additional
discussion of the venture.
Maplewood Casualty Loss
• The Company sold other real estate for an aggregate sales price of $639,000, resulting in an aggregate gain of $345,000.
Details regarding the real estate sales are summarized in the following table (dollars in thousands):
In February 2017, a fire occurred at the Company's Avalon Maplewood, located in Maplewood, NJ, which at the time was under
construction and not yet occupied. The Company completed reconstruction of the damaged and destroyed portions of the community
as well as the vertical construction of the community in 2018. See Note 1, "Organization, Basis of Presentation and Significant
Accounting Policies," for further discussion of the casualty gains and losses associated with the Maplewood casualty loss.
Period
of sale
Apartment
homes
Debt
Gross
sales price
Net cash
proceeds
Edgewater Casualty Loss
Community Name
Location
Avalon Blue Hills/Avalon Canton at
Blue Hills
Randolph/Canton, MA
Eaves North Quincy
Avalon Anaheim Stadium
Avalon Ballston Place
Quincy, MA
Anaheim, CA
Arlington, VA
Avalon at Fairway Hills - Fields
Columbia, MD
Avalon Fashion Valley
Avalon Andover
NYC Joint Venture (1)
San Diego, CA
Andover, MA
New York, NY
Other real estate dispositions (2)
multiple
Total of 2018 asset sales
Total of 2017 asset sales
Total of 2016 asset sales
Q218
Q218
Q218
Q318
Q418
Q418
Q418
Q418
2018
472
224
251
383
192
161
115
1,301
N/A
3,099
1,624
2,051
$
— $
131,250
$
129,466
—
—
—
—
—
—
64,250
111,600
169,000
39,500
70,750
32,400
395,939
758,900
—
639
395,939
$ 1,378,289
— $
514,654
— $
564,028
$
$
$
63,302
105,495
166,921
38,744
69,781
31,765
276,799
1,040
883,313
503,039
532,717
$
$
$
_________________________________
(1) The Company contributed five communities located in New York, NY, to the NYC Joint Venture, in which the Company retained a 20.0%
ownership interest, as discussed in Note 5, "Investments in Real Estate Entities."
(2) Primarily composed of the sale of one undeveloped land parcel, located in Fairfax City, VA.
As of December 31, 2018, the Company had one community and two ancillary land parcels that qualified as held for sale.
7. Commitments and Contingencies
Employment Agreements and Arrangements
At December 31, 2018, the Company does not have any employment agreements with executive officers.
The standard restricted stock and option agreements used by the Company in its compensation program provide that upon an
employee's termination without cause or the employee's Retirement (as defined in the agreement), all outstanding stock options
and restricted shares of stock held by the employee will vest, and the employee will have up to 12 months or until the fifth
anniversary of the grant date, if later, or until the option expiration date, if earlier, to exercise any options then held. Under the
agreements, Retirement generally means a termination of employment and other business relationships, other than for cause, after
attainment of age 50, provided that (i) the employee has worked for the Company for at least 10 years, (ii) the employee's age at
Retirement plus years of employment with the Company equals at least 70, (iii) the employee provides at least six months written
notice of intent to retire, and (iv) the employee enters into a one year non-compete and employee non-solicitation agreement.
In conjunction with legal matters associated with the Edgewater casualty loss, the Company has established protocols for processing
claims from third parties who suffered losses as a result of the fire, and many third parties have contacted the Company's insurance
carrier and settled their claims. See Note 1, "Organization, Basis of Presentation and Significant Accounting Policies," for further
discussion of the casualty gains and losses associated with the Edgewater casualty loss.
With regard to the building that was destroyed, three class action lawsuits have been filed against the Company and consolidated
in the United States District Court for the District of New Jersey. The Company has agreed with class counsel to the terms of a
settlement which provides a claims process (with agreed upon protocols for instructing the adjuster as to how to evaluate claims)
and, if needed, an arbitration process to determine damage amounts to be paid to individual claimants covered by the class settlement.
In July 2017, the District Court granted final approval of the settlement and all claims have been submitted to the independent
claims adjuster. A total of 66 units (consisting of residents who did not previously settle their claims and who did not opt out of
the class settlement) are included in the class action settlement and bound by its terms. However, only approximately 45 units
submitted claims. The independent claims adjuster is currently reviewing the claims submitted; the submitted claims total
approximately $6,900,000 but, based on the Company's review of the initial determinations made by the adjuster on a number of
claims, the Company believes that the total amount actually awarded will be significantly less. To date, the claims adjuster has
completed its evaluation of 37 of these claims and it is expected that the evaluation of the remaining claims should be completed
within the next month. In addition to the class action lawsuits described above, the Company has resolved litigated claims with
tenants of approximately 60 units. There is currently one remaining resident lawsuit with respect to the destroyed building filed
in the Superior Court of New Jersey, Bergen County - Law Division; the Company believes it has meritorious defenses to the
extent of damages claimed in that suit. A number of subrogation lawsuits had been filed against the Company by insurers of
Edgewater residents who obtained renters insurance; these lawsuits have been resolved or are expected to be resolved during the
first quarter of 2019. A fourth class action, being heard in the same federal court, was filed against the Company on behalf of a
purported class of residents of the second Edgewater building that suffered minimal damage.
Having settled many third party claims through the insurance claims process, while no assurances can be given, the Company
currently believes that any potential remaining liability to third parties (including any potential liability to third parties determined
in accordance with the class settlement described above) will not be material to the Company and will in any event be substantially
covered by the Company's insurance policies.
The Company is involved in various other claims and/or administrative proceedings unrelated to the Edgewater casualty loss that
arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of
these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial
condition or results of operations.
F-28
F-29
Lease Obligations
The Company owns 11 apartment communities, one community under development, and two commercial properties, located on
land subject to land leases expiring between October 2026 and March 2142. All of the ground leases, except for one of the apartment
communities, are accounted for as operating leases, recognizing rental expense on a straight-line basis over the lease term. These
operating leases have varying escalation terms, primarily based on variables determined at future dates such as changes in the
Consumer Price Index, and five of these leases have purchase options exercisable through 2095. The Company incurred costs of
$21,788,000, $23,431,000 and $23,343,000 in the years ended December 31, 2018, 2017 and 2016, respectively, related to operating
leases. One apartment community is located on land subject to a land lease which is accounted for as a capital lease and has the
option for the Company to purchase the land at some point during the lease term which expires in 2046. In addition to the leases
described above, the Company is party to a lease for a portion of the parking garage adjacent to an apartment community, accounted
for as a capital lease and subject to the Company's real estate accounting policies discussed in Note 1, “Organization, Basis of
Presentation and Significant Accounting Policies.” The Company has a total capital lease obligation of $20,243,000 reported as a
component of accrued expenses and other liabilities. In addition, the Company is party to 14 leases for its corporate and regional
offices with varying terms through 2031, all of which are accounted for as operating leases.
During the year ended December 31, 2018, the Company contributed a dual-branded apartment community, Avalon West Chelsea
and AVA High Line, located on land subject to a single land lease, to the newly formed NYC Joint Venture. See Note 5, “Investments
in Real Estate Entities,” for discussion of the formation of the venture. During the year ended December 31, 2017, the Company
acquired the land encumbered by the ground lease for Avalon Morningside Park for $95,000,000, recognizing a non-cash write-
off of prepaid rent of $11,153,000 associated with the ground lease termination, reported as a component of (loss) gain on other
real estate transactions on the accompanying Consolidated Statements of Comprehensive Income. Also during the year ended
December 31, 2017, the Company exercised its purchase option under a capital lease, acquiring the land encumbered by the ground
lease for Avalon at Assembly Row and AVA Somerville for $17,285,000.
The following table details the future minimum lease payments under the Company's current leases (dollars in thousands):
Operating Lease Obligations
Capital Lease Obligations (1) (2)
Payments due by period
2019
2020
2021
2022
2023
Thereafter
$
$
14,166
1,075
15,241
$
$
11,836
1,077
12,913
$
$
13,226
1,080
14,306
$
$
13,129
1,082
14,211
$
$
12,527
1,084
13,611
$
$
439,981
41,220
481,201
_________________________________
(1) Aggregate capital lease payments include $26,375 in interest costs, with the timing of certain lease payments for capital land leases
determined by completion of the construction of the associated apartment community.
(2) Capital lease assets of $19,737 as of both December 31, 2018 and 2017, respectively, are included as a component of land and
improvements or building and improvements on the accompanying Consolidated Balance Sheets.
Legal Contingencies
The Company accounts for recoveries from legal matters as a reduction in the legal and related costs incurred associated with the
matter, with recoveries in excess of these costs reported as a gain or, where appropriate, a reduction in the net cost basis of a
community to which the suit related. During the years ended December 31, 2018, 2017 and 2016, the Company recognized
$946,000, $6,118,000 and $417,000 in legal recoveries, respectively. Amounts recognized during the years ended December 31,
2018 and 2017 include $554,000 and $5,438,000, respectively, in legal settlement proceeds relating to construction defects at
communities acquired as part of the Archstone Acquisition, reported as a component of casualty and impairment loss (gain), net
on the accompanying Consolidated Statements of Comprehensive Income.
8. Segment Reporting
The Company's reportable operating segments include Established Communities, Other Stabilized Communities and Development/
Redevelopment Communities. Annually as of January 1, the Company determines which of its communities fall into each of these
categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless
disposition or redevelopment plans regarding a community change.
• Established Communities (also known as Same Store Communities) are consolidated communities where the Company
has a significant presence (New England, New York/New Jersey, Mid-Atlantic, Pacific Northwest, and Northern and
Southern California) and where a comparison of operating results from the prior year to the current year is meaningful,
as these communities were owned and had stabilized occupancy as of the beginning of the prior year. The Established
Communities for the year ended December 31, 2018, are communities that are consolidated for financial reporting
purposes, had stabilized occupancy as of January 1, 2017, are not conducting or planning to conduct substantial
redevelopment activities and are not held for sale or planned for disposition within the fiscal 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 includes all other completed consolidated communities that have stabilized occupancy, as
defined above, as January 1, 2018, or which were acquired during the year ended December 31, 2018. Other Stabilized
Communities includes stabilized operating communities in our expansion markets of Denver, Colorado, and Southeast
Florida, but excludes communities that are conducting or planning to conduct substantial redevelopment activities within
the fiscal year.
• Development/Redevelopment Communities consists of (i) consolidated communities that are either currently under
construction, or were under construction during the fiscal year, which may be partially or fully complete and operating,
(ii) consolidated communities where substantial redevelopment is in progress or is planned to begin during the fiscal year
and (iii) communities under lease-up that have been complete for less than one year and have not reached stabilized
occupancy, as defined above, as of January 1, 2018.
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 property revenue less direct property operating expenses (including
property taxes), and excluding corporate-level income (including management, development and other fees), corporate-level
property management and other indirect operating expenses, investments and investment management expenses, expensed
transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss (gain) on extinguishment of debt,
net, general and administrative expense, equity in income of unconsolidated real estate entities, depreciation expense, corporate
income tax (benefit) expense, casualty and impairment loss (gain), net, gain on sale of communities, loss (gain) on other real estate
transactions, net and net operating income from real estate assets sold or held for sale. 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.
F-30
F-31
A reconciliation of NOI to net income for years ended December 31, 2018, 2017 and 2016 is as follows (dollars in thousands):
Net income
Indirect operating expenses, net of corporate income
Investments and investment management expense
Expensed acquisition, development and other pursuit costs, net of recoveries
Interest expense, net
Loss on extinguishment of debt, net
General and administrative expense
Equity in income of unconsolidated real estate entities
Depreciation expense
Income tax (benefit) expense
Casualty and impairment loss (gain), net
Gain on sale of communities
(Gain) loss on other real estate transactions
Net operating income from real estate assets sold or held for sale
For the year ended
12/31/18
12/31/17
12/31/16
$
974,175
$
876,660
$
1,033,708
76,522
7,709
4,309
220,974
17,492
56,365
(15,270)
631,196
(160)
215
(374,976)
(345)
(58,620)
65,398
5,936
2,736
199,661
25,472
50,673
(70,744)
584,150
141
6,250
(252,599)
10,907
(84,650)
61,403
4,822
9,922
187,510
7,075
45,771
(64,962)
531,434
305
(3,935)
(374,623)
(10,224)
(114,219)
Net operating income
$
1,539,586
$
1,419,991
$
1,313,987
The following is a summary of NOI from real estate assets sold or held for sale for the periods presented (dollars in thousands):
For the year ended
12/31/2018
12/31/2017
12/31/2016
Rental income from real estate assets sold or held for sale
Operating expenses from real estate assets sold or held for sale
Net operating income from real estate assets sold or held for sale
$
$
88,865
(30,245)
58,620
$
$
133,956
(49,306)
84,650
$
$
179,226
(65,007)
114,219
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 at January 1, 2018 for the years ended December 31, 2018 and
2017 and at January 1, 2017, for the year ended December 31, 2016. Segment information for the years ended December 31, 2018,
2017 and 2016 has been adjusted to exclude the real estate assets that were sold from January 1, 2016 through December 31, 2018,
or otherwise qualify as held for sale as of December 31, 2018, as described in Note 6, “Real Estate Disposition Activities.”
For the year ended December 31, 2018
Established
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Total Established (2)
Other Stabilized
Development / Redevelopment
Land Held for Future Development
Non-allocated (3)
Total
For the year ended December 31, 2017
Established
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Total Established (2)
Other Stabilized
Development / Redevelopment (4)
Land Held for Future Development
Non-allocated (3)
Real estate disposed or held for sale (5)
Total
For the year ended December 31, 2016
Established
New England
Metro NY/NJ
Mid-Atlantic
Pacific Northwest
Northern California
Southern California
Total Established (2)
Other Stabilized
Development / Redevelopment (6)
Land Held for Future Development
Non-allocated (3)
Real estate disposed or held for sale (5)
Total
Total
revenue
NOI
Gross
real estate (1)
$
239,638
$
157,109
$
360,430
237,113
86,571
366,834
341,840
254,132
165,724
62,194
280,994
245,356
2,014,158
3,086,133
2,226,315
727,652
2,986,068
2,921,616
$
$
$
$
1,632,426
1,165,509
13,961,942
262,053
297,619
N/A
3,572
178,172
195,905
N/A
N/A
2,934,711
5,201,454
84,712
94,350
2,195,670
$
1,539,586
$
22,277,169
232,688
$
152,514
$
354,444
232,987
84,313
357,209
330,024
251,760
161,546
61,705
273,940
237,796
1,993,653
3,071,563
2,216,292
724,751
2,972,311
2,905,512
1,591,665
1,139,261
13,884,082
193,594
235,266
N/A
4,147
127,678
153,052
N/A
N/A
2,024,672
$
1,419,991
$
209,935
$
136,019
$
294,199
203,003
79,958
331,610
313,404
204,882
141,624
57,857
253,582
224,955
2,571,356
4,104,956
68,364
78,864
1,228,314
21,935,936
1,667,171
2,412,742
1,862,091
731,277
2,812,859
2,840,773
1,432,109
1,018,919
12,326,913
221,272
207,049
N/A
5,599
151,475
143,593
N/A
N/A
$
1,866,029
$
1,313,987
$
2,650,966
4,154,778
84,293
80,700
1,458,130
20,755,780
_________________________________
(1) Does not include gross real estate assets held for sale of $65,408 and $20,846 as of December 31, 2018 and 2016, respectively.
(2) Gross real estate for the Company's Established Communities includes capitalized additions of approximately $78,469, $78,241 and $85,676
in 2018, 2017 and 2016, respectively.
(3) Revenue represents third-party management, accounting, and developer fees and miscellaneous income which are not allocated to a reportable
segment.
(4) Total revenue and NOI for the year ended December 31, 2017 includes $3,495 in business interruption insurance proceeds related to the
Maplewood casualty loss.
F-32
F-33
(5) Represents real estate sold or held for sale between the reported year end date and December 31, 2018, which is not allocated to a reportable
segment.
(6) Total revenue and NOI for the year ended December 31, 2016 includes $20,306 in business interruption insurance proceeds related to the
Edgewater casualty loss.
9. Stock-Based Compensation Plans
The Company's Second Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”) includes an authorization to issue
shares of the Company's common stock, par value $0.01 per share. At December 31, 2018, the Company had 7,509,205 shares
remaining available to issue under the 2009 Plan, exclusive of shares that may be issued to satisfy currently outstanding awards
such as stock options or performance awards. In addition, any awards that were outstanding under the Company's 1994 Stock
Option and Incentive Plan (the “1994 Plan”) on May 21, 2009, the date the Company adopted the 2009 Plan, that are subsequently
forfeited, canceled, surrendered or terminated (other than by exercise) will become available for awards under the 2009 Plan. The
2009 Plan provides for various types of equity awards to associates, officers, non-employee directors and other key personnel of
the Company and its subsidiaries. The types of awards that may be granted under the 2009 Plan include restricted stock, restricted
stock units, stock options that qualify as incentive stock options (“ISOs”) under Section 422 of the Code, non-qualified stock
options, stock appreciation rights and performance awards, among others. No grants of stock options and other awards will be
made after May 15, 2027, and no grants of incentive stock options will be made after February 16, 2027.
Information with respect to stock options granted under the 2009 and 1994 Plans is as follows:
Options Outstanding, December 31, 2015
Exercised
Granted
Forfeited
Options Outstanding, December 31, 2016
Exercised
Granted
Forfeited
Options Outstanding, December 31, 2017
Exercised
Granted (1)
Forfeited
Options Outstanding, December 31, 2018
Options Exercisable:
December 31, 2016
December 31, 2017
December 31, 2018
2009 Plan
shares
Weighted
average
exercise price
per share
1994 Plan
shares
Weighted
average
exercise price
per share
249,178
$
(71,845)
—
—
177,333
$
(27,360)
—
—
149,973
$
(32,756)
6,995
—
124,212
$
177,333
149,973
117,217
$
$
$
122.17
117.04
—
—
124.25
110.47
—
—
126.77
126.24
161.10
—
128.84
124.25
126.77
126.91
82,195
$
(59,654)
103.27
112.85
—
—
22,541
$
(14,763)
—
—
7,778
$
(7,778)
—
—
— $
22,541
7,778
$
$
— $
—
—
77.91
93.35
—
—
48.60
48.60
—
—
—
77.91
48.60
—
_________________________________
(1) Options granted during the year ended December 31, 2018 are a result of recipient elections to receive a portion of earned performance
awards and time-vesting restricted stock in the form of stock options.
The following summarizes the exercise prices and contractual lives of options outstanding as of December 31, 2018:
2009 Plan
Number of Options
Range—Exercise Price
Weighted Average
Remaining Contractual Term
(in years)
4,380
7,865
29,862
75,110
6,995
124,212
$70.00
$110.00
$120.00
$130.00
$160.00
-
-
-
-
-
$79.99
$119.99
$129.99
$139.99
$169.99
1.1
2.1
4.2
3.8
9.1
Options outstanding and exercisable at December 31, 2018 had an intrinsic value of $5,616,000 and $5,525,000, respectively.
Options exercisable had a weighted average contractual life of 4.0 years. The intrinsic value of options exercised under the 2009
and 1994 Plans during 2018, 2017 and 2016 was $3,016,000, $3,592,000 and $9,187,000, respectively. There were no stock options
granted in 2018, 2017 and 2016, other than those elected under the Company's performance award plan discussed below.
The Company has a compensation framework under which share-based compensation granted is composed of annual restricted
stock awards for which one third of the award vests annually over a three year period, and multi-year long term incentive performance
awards. For annual restricted stock awards, in lieu of time-vesting restricted stock, the recipient may elect to receive up to 25%
of the award value in the form of stock options, for which one third of the award vests annually over a three year period. Under
the Company's multi-year long term incentive compensation framework, the Company grants a target number of performance
awards, with the ultimate award determined by the total shareholder return of the Company's common stock and/or operating
performance metrics, measured in each case over a measurement period of up to three years. Performance awards granted in 2017
or earlier are earned in the form of time-vesting restricted stock following the end of the three-year performance period, provided
that the predetermined goals have been achieved. Performance awards granted after 2017 are fully vested for the recipient following
the measurement period.
For performance awards with performance periods beginning on or after January 1, 2015, after the first year of the performance
period, if the employee's employment terminates on account of death, disability, retirement, or termination without cause, the
employee shall vest in a pro rata portion of the award (based on the employee's service time during the performance period), with
such vested portion to be earned and converted into shares at the end of the performance period based on actual achievement under
the performance award. For other terminating events, performance awards are generally forfeited.
Information with respect to performance awards granted is as follows:
Outstanding at December 31, 2015
Granted (1)
Change in awards based on performance (2)
Converted to restricted stock
Forfeited
Outstanding at December 31, 2016
Granted (3)
Change in awards based on performance (2)
Converted to restricted stock
Forfeited
Outstanding at December 31, 2017
Granted (4)
Change in awards based on performance (2)
Converted to restricted stock
Forfeited
Outstanding at December 31, 2018
Performance awards
Weighted average grant
date fair value per award
238,266
$
94,054
36,091
(115,618)
(1,630)
251,163
$
81,708
49,323
(128,482)
(1,942)
251,770
$
100,965
5,990
(88,477)
(3,119)
267,129
$
119.65
141.92
101.52
94.67
141.98
136.74
176.59
119.26
118.75
159.39
155.25
155.31
148.79
148.79
160.33
157.21
F-34
F-35
_________________________________
(1) The amount of restricted stock that ultimately may be earned is based on the total shareholder return metrics related to the Company’s
common stock for 61,039 performance awards and financial metrics related to operating performance and leverage metrics of the Company
for 33,015 performance awards.
(2) Represents the change in the number of performance awards earned based on performance achievement for the performance period.
(3) The amount of restricted stock that ultimately may be earned is based on the total shareholder return metrics related to the Company’s
common stock for 49,374 performance awards and financial metrics related to operating performance and leverage metrics of the Company
for 32,334 performance awards.
(4) The amount of restricted stock that ultimately may be earned is based on the total shareholder return metrics related to the Company’s
common stock for 62,043 performance awards and financial metrics related to operating performance and leverage metrics of the Company
for 38,922 performance awards.
The Company used a Monte Carlo model to assess the compensation cost associated with the portion of the performance awards
granted for which achievement will be determined by using total shareholder return measures. The assumptions used are as follows:
Dividend yield
Estimated volatility over the life of the plan (1)
Risk free rate
Estimated performance award value based on total
shareholder return measure
2018
3.7%
11.8% - 18.7%
1.86% - 2.46%
$151.67
2017
3.2%
15.3% - 19.7%
0.69% - 1.61%
$175.86
2016
3.3%
15.2% - 22.8%
0.44% - 0.88%
$131.24
_________________________________
(1) Estimated volatility of the life of the plan is using 50% historical volatility and 50% implied volatility.
As of January 1, 2017, the Company adopted the provisions of ASU 2016-09, electing to account for forfeitures as they occur.
Prior to the adoption of ASU 2016-09, the Company was required to estimate the forfeiture of stock options and recognized
compensation cost net of the estimated forfeitures. The estimated forfeitures included in compensation cost were adjusted to reflect
actual forfeitures at the end of the vesting period. The actual forfeiture rate for the years ended December 31, 2018 and 2017 were
0.6% and 0.7%, respectively. The application of estimated forfeitures did not materially impact compensation expense for the year
ended December 31, 2016.
Employee Stock Purchase Plan
In October 1996, the Company adopted the 1996 Non-Qualified Employee Stock Purchase Plan (as amended, the “ESPP”). Initially
1,000,000 shares of common stock were reserved for issuance under this plan. There are currently 668,329 shares remaining
available for issuance under the ESPP. Employees of the Company generally are eligible to participate in the ESPP if, as of the
last day of the applicable purchase period, they have been employed by the Company for at least one month. Under the ESPP,
eligible employees are permitted to acquire shares of the Company's common stock through payroll deductions, subject to maximum
purchase limitations, during two purchase periods. The first purchase period begins January 1 and ends June 10, and the second
purchase period begins July 1 and ends December 10. The purchase price for common stock purchased under the plan is 85% of
the lesser of the fair market value of the Company's common stock on the first day of the applicable purchase period or the last
day of the applicable purchase period. The offering dates, purchase dates and duration of purchase periods may be changed if the
change is announced prior to the beginning of the affected date or purchase period. The Company issued 12,955, 11,528 and 11,348
shares and recognized compensation expense of $436,000, $418,000 and $289,000 under the ESPP for the years ended December 31,
2018, 2017 and 2016, respectively. The Company accounts for transactions under the ESPP using the fair value method prescribed
by accounting guidance applicable to entities that use employee share purchase plans.
10. Related Party Arrangements
Unconsolidated Entities
For the portion of the performance awards granted for which achievement is determined by using financial metrics, the compensation
cost was based on a weighted average grant date value of $161.10, $179.07 and $161.66, for the years ended December 31, 2018,
2017 and 2016, respectively, and the Company's estimate of corporate achievement for the financial metrics.
Information with respect to restricted stock granted is as follows:
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 earned fees of $3,572,000, $4,147,000 and
$5,599,000 in the years ended December 31, 2018, 2017 and 2016, respectively. In addition, the Company had outstanding
receivables associated with its property and construction management role of $2,519,000 and $2,449,000 as of December 31, 2018
and 2017, respectively.
Outstanding at December 31, 2015
Granted - restricted stock shares
Vested - restricted stock shares
Forfeited
Outstanding at December 31, 2016
Granted - restricted stock shares
Vested - restricted stock shares
Forfeited
Outstanding at December 31, 2017
Granted - restricted stock shares
Vested - restricted stock shares
Forfeited
Outstanding at December 31, 2018
Restricted stock shares
Restricted stock shares
weighted average grant
date fair value per share
Restricted stock shares
converted from
performance awards
147,884
$
81,400
(88,712)
(3,867)
136,705
$
73,342
(73,683)
(2,731)
133,633
$
98,713
(67,832)
(4,103)
160,411
$
146.21
162.38
141.38
162.43
158.51
179.58
153.86
173.42
172.33
161.58
171.22
166.40
166.33
98,347
115,618
(36,872)
(395)
176,698
128,482
(70,595)
(657)
233,928
88,297
(112,230)
(757)
209,238
Director Compensation
Directors of the Company who are also employees receive no additional compensation for their services as a director. Following
each annual meeting of stockholders, non-employee directors receive (i) a number of shares of restricted stock (or deferred stock
units) having a value of $140,000 and (ii) a cash payment of $90,000, payable in equal quarterly installments of $22,500. The
number of shares of restricted stock (or deferred stock units) is calculated based on the closing price on the day of the award. Non-
employee directors may elect to receive all or a portion of cash payments in the form of deferred stock units. Additionally, the
Lead Independent Director receives in the aggregate an additional annual fee of $30,000 payable in equal quarterly installments
of $7,500, non-employee directors serving as the chairperson of the Audit or Compensation Committees receive additional cash
compensation of $20,000 per year payable in equal quarterly installments of $5,000, and the Nominating and Corporate Governance
and Investment and Finance Committee chairpersons receive an additional annual fee of $15,000 payable in equal quarterly
installments of $3,750.
The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock awards
in the amount of $1,624,000, $1,524,000 and $1,216,000 for the years ended December 31, 2018, 2017 and 2016, respectively, as
a component of general and administrative expense. Deferred compensation relating to these restricted stock grants and deferred
stock awards to non-employee directors was $571,000, $525,000 and $531,000 on December 31, 2018, 2017 and 2016, respectively,
reported as a component of prepaid expenses and other assets on the accompanying Consolidated Balance Sheets.
Total employee stock-based compensation cost recognized in income was $19,707,000, $17,085,000 and $14,666,000 for the years
ended December 31, 2018, 2017 and 2016, respectively, and total capitalized stock-based compensation cost was $10,208,000,
$9,474,000 and $9,266,000 for the years ended December 31, 2018, 2017 and 2016, respectively. At December 31, 2018, there
was a total unrecognized compensation cost of $28,116,000 for unvested restricted stock and performance awards, which does not
include forfeitures, and is expected to be recognized over a weighted average period of 2.5 years.
F-36
F-37
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. 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. 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 reducing credit risk concentration. The Company believes
the likelihood of realizing losses from counterparty nonperformance is remote. 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, such as interest rate, term to
maturity and volatility, 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 December 31, 2018, 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.
The Company recognized a gain of $753,000 for hedge ineffectiveness for the year ended December 31, 2017, included as a
component of interest expense, net on the accompanying Consolidated Statements of Comprehensive Income. Hedge
ineffectiveness did not have a material impact on earnings of the Company for any prior period.
The following table summarizes the consolidated derivative positions at December 31, 2018 (dollars in thousands):
Notional balance
Weighted average interest rate (1)
Weighted average swapped/capped interest rate
Earliest maturity date
Latest maturity date
Non-designated
Hedges
Interest Rate Caps
Cash Flow
Hedges
Interest Rate Caps
Cash Flow
Hedges
Interest Rate Swaps
$
588,383
$
34,155
$
250,000
3.3%
6.6%
4.5%
5.9%
N/A
3.0%
April 2020
September 2022
April 2019
April 2019
September 2019
September 2019
_________________________________
(1) For interest rate caps, represents the weighted average interest rate on the hedged debt.
In 2018, the Company entered into $250,000,000 of forward interest rate swap agreements executed to reduce the impact of
variability in interest rates on a portion of the Company's expected debt issuance activity in 2019. During 2018, the Company
settled $300,000,000 of forward interest rate swap agreements entered into in 2017, receiving a payment of $12,598,000. The
Company has deferred the effective portion of the fair value change of these swaps, in accumulated other comprehensive loss on
the accompanying Consolidated Balance Sheets, and will recognize the impact as a component of interest expense, net, over the
10 year period of interest payments hedged.
As of December 31, 2018, the Company had $250,000,000 in aggregate outstanding forward interest rate swap agreements. At
maturity of the remaining outstanding swap agreements, the Company expects to cash settle the contracts and either pay or receive
cash for the then current fair value. Assuming that the Company issues the debt as expected, the hedging impact from these positions
will then be recognized over the life of the issued debt as a yield adjustment.
The Company had four derivatives designated as cash flow hedges and 10 derivatives not designated as hedges at December 31,
2018. Fair value changes for derivatives not in qualifying hedge relationships for the years ended December 31, 2018 and 2017,
were not material. During 2018, the Company deferred $5,132,000 of gains for cash flow hedges reported as a component of other
comprehensive income (loss).
The following table summarizes the deferred losses reclassified from accumulated other comprehensive income as a component
of interest expense, net (dollars in thousands):
Cash flow hedge losses reclassified to earnings
$
6,143
$
7,070
$
6,433
The Company anticipates reclassifying approximately $5,752,000 of hedging losses from accumulated other comprehensive loss
into earnings within the next 12 months to offset the variability of cash flows of the hedged item during this period. The Company
did not have any derivatives designated as fair value hedges as of December 31, 2018 and 2017.
For the year ended
12/31/18
12/31/17
12/31/16
Redeemable Noncontrolling Interests
The Company provided redemption options (the “Puts”) that allow joint venture partners of the Company to require the Company
to purchase their interests in the investment at a guaranteed minimum amount related to two consolidated ventures. The Puts are
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, applying a guaranteed rate of return to the joint venture partners'
net capital contribution balances as of period end. Given the significance of the unobservable inputs, the valuations are classified
in Level 3 of the fair value hierarchy.
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 cash as determined by the 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 of the Company's common stock. The limited partnership units in the DownREITs are
valued using the market price of the Company's common stock, a Level 1 price under the fair value hierarchy.
Financial Instruments Not Carried at Fair Value
Cash and Cash Equivalents
Cash and cash equivalent balances are held with various financial institutions within accounts designed to preserve principal. 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 and are
Level 1 within the fair value hierarchy.
Other Financial Instruments
Rents and other receivables and prepaids, accounts and construction payable and accrued expenses and other liabilities are carried
at their face amounts, which reasonably approximate their fair values.
The Company values its unsecured notes using quoted market prices, a Level 1 price within the fair value hierarchy. The Company
values its notes payable and outstanding amounts under the Credit Facility and Term Loan 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 notes
payable and amounts outstanding under its Credit Facility and Term Loan are Level 2 prices as the majority of the inputs used to
value its positions fall within Level 2 of the fair value hierarchy.
F-38
F-39
Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis
The following table summarizes the classification between the three levels of the fair value hierarchy of the Company's financial
instruments measured/disclosed at fair value on a recurring basis (dollars in thousands):
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Fair
Value
12/31/2018
Total revenue
Net income
Net income attributable to common stockholders
Net income per common share - basic
Net income per common share - diluted
_________________________________
(1) Amounts may not equal full year results due to rounding.
For the three months ended (1)
3/31/17
6/30/17
9/30/17
12/31/17
$
$
$
$
$
522,326
235,781
235,875
1.72
1.72
$
$
$
$
$
530,512
165,194
165,225
1.20
1.20
$
$
$
$
$
550,500
238,199
238,248
1.73
1.72
$
$
$
$
$
555,292
237,486
237,573
1.72
1.72
$
2
$
— $
2
$
—
13. Subsequent Events
(6,366)
(465)
(1,305)
—
—
(1,305)
(6,366)
—
—
(5,566,179)
(1,207,974)
(6,782,287) $
(5,566,179)
—
—
(1,207,974)
(5,567,484) $ (1,214,338) $
—
(465)
—
—
—
(465)
12/31/2017
2
$
— $
2
$
—
$
$
The Company has evaluated subsequent events through the date on which this Form 10-K was filed, the date on which these
financial statements were issued, and identified the items below for discussion.
In January 2019, the Company sold Oakwood Arlington, a wholly-owned operating community, located in Arlington, VA. Oakwood
Arlington contains 184 apartment homes, was sold for $70,000,000 and was classified as held for sale as of December 31, 2018.
In February 2019, the Company entered into an agreement to sell an operating community containing 474 apartment homes and
net real estate of $76,573,000 as of December 31, 2018, resulting in the community qualifying as held for sale subsequent to
December 31, 2018. The Company expects to complete the sale in the first quarter of 2019.
As of February 22, 2019, the Company has $106,000,000 outstanding under the Credit Facility.
Description
Non Designated Hedges
Interest Rate Caps
Cash Flow Hedges
Interest Rate Swaps - Liabilities
Puts
DownREIT units
Indebtedness
Unsecured notes
Secured notes payable and unsecured term loans
Total
Non Designated Hedges
Interest Rate Caps
Cash Flow Hedges
Interest Rate Swaps - Assets
Interest Rate Swaps - Liabilities
Puts
DownREIT units
Indebtedness
Unsecured notes
Secured notes payable and unsecured term loans
Total
(5,446,604)
(1,849,851)
(7,299,937) $
$
(5,446,604)
—
—
(1,849,851)
(5,447,942) $ (1,848,750) $
2,270
(1,171)
(3,245)
(1,338)
—
—
—
(1,338)
2,270
(1,171)
—
—
—
—
(3,245)
—
—
—
(3,245)
12. Quarterly Financial Information
The following summary represents the unaudited quarterly results of operations for the years ended December 31, 2018 and 2017
(dollars in thousands, except per share data):
Total revenue
Net income
Net income attributable to common stockholders
Net income per common share - basic
Net income per common share - diluted
For the three months ended (1)
3/31/18
6/30/18
9/30/18
12/31/18
$
$
$
$
$
560,792
141,590
141,643
1.03
1.03
$
$
$
$
$
569,239
254,543
254,662
1.84
1.84
$
$
$
$
$
575,982
192,407
192,486
1.39
1.39
$
$
$
$
$
578,522
385,636
385,734
2.79
2.79
F-40
F-41
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(
AVALONBAY COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
December 31, 2018
(Dollars in thousands)
Amounts include real estate assets held for sale.
Depreciation of AvalonBay Communities, Inc. building, improvements, upgrades and furniture, fixtures and equipment (FF&E)
is calculated over the following useful lives, on a straight line basis:
Building—30 years
Improvements, upgrades and FF&E—not to exceed 7 years
The aggregate cost of total real estate for federal income tax purposes was approximately $21,480,345 at December 31, 2018.
The changes in total real estate assets for the years ended December 31, 2018, 2017 and 2016 are as follows:
Balance, beginning of period
Acquisitions, construction costs and improvements
Dispositions, including casualty losses and impairment loss on planned
dispositions
Balance, end of period
$
$
For the year ended
12/31/2018
12/31/2017
12/31/2016
21,935,936
$
20,776,626
$
19,268,099
1,568,878
1,526,516
1,788,515
(1,162,238)
(367,206)
(279,988)
22,342,576
$
21,935,936
$
20,776,626
The changes in accumulated depreciation for the years ended December 31, 2018, 2017 and 2016, are as follows:
Balance, beginning of period
Depreciation, including discontinued operations
Dispositions, including casualty losses
Balance, end of period
For the year ended
12/31/2018
12/31/2017
12/31/2016
$
$
4,218,379
$
3,743,632
$
3,325,790
631,196
(237,929)
584,150
(109,403)
531,434
(113,592)
4,611,646
$
4,218,379
$
3,743,632
Board of Directors
Timothy J. Naughton
Chairman of the Board,
Chief Executive Officer & President,
AvalonBay Communities, Inc.
Investment and Finance Committee
Glyn F. Aeppel
Chief Executive Officer & President,
Glencove Capital
A hotel investment and advisory company
Investment & Finance (Chair); Nominating
& Corporate Governance Committees
Terry S. Brown
Chairman of the Board &
Chief Executive Officer,
Asana Partners
A real estate investment company
Investment & Finance;
Nominating & Corporate Governance
Committees
Alan B. Buckelew
Private Investor
Audit (Chair); Compensation Committees
Ronald L. Havner, Jr.
Chairman of the Board,
Public Storage, Inc.
A real estate investment trust
Audit; Investment & Finance Committees
Stephen P. Hills
Founding Director,
Business Law Scholars Program, Georgetown Law
Audit; Investment & Finance Committees
Richard J. Lieb
Managing Director, Chairman of Real Estate
Greenhill & Co., LLC
An investment bank
Audit; Compensation Committees
Peter S. Rummell
Private Investor
Investment & Finance; Nominating & Corporate
Governance Committees
H. Jay Sarles
Private Investor
Compensation; Nominating & Corporate Governance
(Chair) Committees
Susan Swanezy
Partner,
Hodes Weill & Associates, LP
A global advisory firm
Audit; Investment & Finance Committees
W. Edward Walter
Global Chief Executive Officer,
Urban Land Institute
Nonprofit research and education organization
Lead Director;
Compensation (Chair); Nominating & Corporate
Governance Committees
F-54
Executive and Senior Officers
Timothy J. Naughton
Chairman of the Board,
Chief Executive Officer & President
Kevin P. O’Shea
Chief Financial Officer
Matthew H. Birenbaum
Chief Investment Officer
Sean J. Breslin
Chief Operating Officer
Michael M. Feigin
Chief Construction Officer
Investor information
Corporate Office
AvalonBay Communities, Inc.
671 North Glebe Road, Suite 800
Arlington, VA 22203
Phone: 703.329.6300
Website
www.avalonbay.com
Common Stock Listing
Ticker: AVB
New York Stock Exchange
Leo. S. Horey III
Chief Administrative Officer
William M. McLaughlin
Executive Vice President
Development – East Coast
Edward M. Schulman
Executive Vice President
General Counsel & Secretary
Stephen W. Wilson
Executive Vice President
Development – West Coast
Keri A. Shea
Senior Vice President
Finance & Treasurer (Principal Accounting Officer)
Investor Relations Contact
Jason Reilley
AvalonBay Communities, Inc.
671 North Glebe Road, Suite 800
Arlington, VA 22203
Phone: 703.329.6300
Email: ir@avalonbay.com
Transfer Agent
Computershare Shareowner Services
Regular Mail
P.O. Box 505000
Louisville, KY 40233
Overnight Delivery
462 South 4th Street, Suite 1600
Louisville, KY 40202
Phone: 866.230.0668
www.computershare.com
Stock performance graph
The Stock Performance Graph provides a comparison, from December 31, 2013 through December 31, 2018, of the
cumulative total shareholder return (assuming reinvestment of dividends) among the Company, a peer group index
(the FTSE NAREIT Apartment REIT Index) that includes the Company, and the S&P 500 based on an initial purchase
price of $100. The FTSE NAREIT Apartment REIT Index includes only REITs that invest directly or indirectly primarily
in the equity ownership of multifamily residential apartment communities. Upon written request to the Company’s
Secretary, the Company will provide any stockholder with a list of REITs included in the FTSE NAREIT Apartment REIT
Index. The historical information set forth below is not necessarily indicative of future performance. Data for the
FTSE NAREIT Apartment REIT Index and the S&P 500 Index were provided to the Company by S&P Global Market
Intelligence.
STOCK PERFORMANCE
$200
$150
$100
$50
-
2013
2014
2015
2016
2017
2018
AvalonBay Communities, Inc.
FTSE NAREIT Apartment REIT Index
S&P 500 Index
Index
12/31/13 12/31/14 12/31/15 12/31/16 12/31/17 12/31/18
AvalonBay Communities, Inc.
$
100
FTSE NAREIT Apartment REIT Index
S&P 500 Index
100
100
143
140
114
166
163
115
164
167
129
170
173
157
172
180
150
Period Ending
contains
Forward-Looking Statements
This Annual Report
“forward-looking
statements” within the meaning of the Securities Act of
1933 and the Securities Exchange Act of 1934. Please
see
“Forward-Looking
Statements” on page 54 of our accompanying Annual
Report on Form 10-K for a discussion regarding risks
associated with these statements.
discussion
titled
our
(This page has been left blank intentionally.)