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AVALONBAY COMMUNITIES INC - Quarter Report: 2015 September (Form 10-Q)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2015
 
Commission file number 1-12672
 
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
 
77-0404318
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
Ballston Tower
671 N. Glebe Rd, Suite 800
Arlington, Virginia  22203
(Address of principal executive offices, including zip code)
 
(703) 329-6300
(Registrant’s telephone number, including area code) 
 
(Former name, if changed since last report) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.
Yes ý                    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý                    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o                    No ý

APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

136,877,195 shares of common stock, par value $0.01 per share, were outstanding as of October 30, 2015.

Table of Contents

AVALONBAY COMMUNITIES, INC.
FORM 10-Q
INDEX
 
 
PAGE
PART I - FINANCIAL INFORMATION
 
 
 
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents



AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
 
9/30/2015
 
12/31/2014
 
(unaudited)
 
 
ASSETS
 

 
 

Real estate:
 

 
 

Land and improvements
$
3,584,531

 
$
3,432,769

Buildings and improvements
12,873,941

 
12,258,009

Furniture, fixtures and equipment
448,476

 
402,940

 
16,906,948

 
16,093,718

Less accumulated depreciation
(3,212,258
)
 
(2,874,578
)
Net operating real estate
13,694,690

 
13,219,140

Construction in progress, including land
1,542,201

 
1,417,246

Land held for development
553,729

 
180,516

Operating real estate assets held for sale, net
—

 
118,838

Total real estate, net
15,790,620

 
14,935,740

 
 
 
 
Cash and cash equivalents
318,557

 
509,460

Cash in escrow
101,888

 
95,625

Resident security deposits
30,875

 
29,617

Investments in unconsolidated real estate entities
268,647

 
298,315

Deferred financing costs, net
37,727

 
39,728

Deferred development costs
32,321

 
67,029

Prepaid expenses and other assets
201,344

 
201,209

Total assets
$
16,781,979

 
$
16,176,723

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Unsecured notes, net
$
3,568,098

 
$
2,993,265

Variable rate unsecured credit facility
—

 
—

Mortgage notes payable
2,738,629

 
3,532,587

Dividends payable
171,098

 
153,207

Payables for construction
103,042

 
101,946

Accrued expenses and other liabilities
271,195

 
244,549

Accrued interest payable
35,904

 
41,318

Resident security deposits
54,048

 
49,189

Liabilities related to real estate assets held for sale
—

 
1,492

Total liabilities
6,942,014

 
7,117,553

 
 
 
 
Redeemable noncontrolling interests
10,512

 
12,765

 
 
 
 
Equity:
 

 
 

Preferred stock, $0.01 par value; $25 liquidation preference; 50,000,000 shares authorized at September 30, 2015 and December 31, 2014; zero shares issued and outstanding at September 30, 2015 and December 31, 2014
—

 
—

Common stock, $0.01 par value; 280,000,000 shares authorized at September 30, 2015 and December 31, 2014; 136,876,753 and 132,050,382 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
1,369

 
1,320

Additional paid-in capital
10,048,752

 
9,354,685

Accumulated earnings less dividends
(182,487
)
 
(267,085
)
Accumulated other comprehensive loss
(38,181
)
 
(42,515
)
Total equity
9,829,453

 
9,046,405

Total liabilities and equity
$
16,781,979

 
$
16,176,723

 
See accompanying notes to Condensed Consolidated Financial Statements.



1
Table of Contents

AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands, except per share data)
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
Revenue:
 

 
 

 
 
 
 
Rental and other income
$
473,199

 
$
428,022

 
$
1,367,473

 
$
1,236,154

Management, development and other fees
2,161

 
2,503

 
7,714

 
8,253

Total revenue
475,360

 
430,525

 
1,375,187

 
1,244,407

 
 
 
 
 
 
 
 
Expenses:
 

 
 

 
 
 
 
Operating expenses, excluding property taxes
115,655

 
105,212

 
340,501

 
304,812

Property taxes
50,416

 
44,996

 
143,505

 
131,920

Interest expense, net
43,234

 
46,376

 
133,398

 
132,631

(Gain) loss on extinguishment of debt, net
(18,987
)
 
—

 
(26,736
)
 
412

Depreciation expense
120,184

 
111,836

 
355,664

 
328,598

General and administrative expense
10,503

 
11,290

 
32,614

 
30,745

Expensed acquisition, development and other pursuit costs, net of recoveries
3,391

 
406

 
5,251

 
3,139

Casualty and impairment loss (gain), net
658

 
—

 
(10,668
)
 
—

Total expenses
325,054

 
320,116

 
973,529

 
932,257

 
 
 
 
 
 
 
 
Equity in income of unconsolidated real estate entities
20,554

 
130,592

 
68,925

 
143,527

Gain on sale of real estate
—

 
—

 
9,647

 
—

Gain on sale of communities
35,216

 
—

 
106,151

 
60,945

 
 
 
 
 
 
 
 
Income from continuing operations
206,076

 
241,001

 
586,381

 
516,622

 
 
 
 
 
 
 
 
Discontinued operations:
 

 
 

 
 
 
 
Income from discontinued operations
—

 
—

 
—

 
310

Gain on sale of discontinued operations
—

 
—

 
—

 
37,869

Total discontinued operations
—

 
—

 
—

 
38,179

 
 
 
 
 
 
 
 
Net income
206,076

 
241,001

 
586,381

 
554,801

Net loss (income) attributable to noncontrolling interests
66

 
99

 
229

 
(13,872
)
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
206,142

 
$
241,100

 
$
586,610

 
$
540,929

 
 
 
 
 
 
 
 
Other comprehensive income:
 

 
 

 
 
 
 
Cash flow hedge losses reclassified to earnings
1,342

 
1,546

 
4,334

 
4,557

Comprehensive income
$
207,484

 
$
242,646

 
$
590,944

 
$
545,486

 
 
 
 
 
 
 
 
Earnings per common share - basic:
 

 
 

 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.54

 
$
1.83

 
$
4.42

 
$
3.86

Discontinued operations attributable to common stockholders
—

 
—

 
—

 
0.29

Net income attributable to common stockholders
$
1.54

 
$
1.83

 
$
4.42

 
$
4.15

 
 
 
 
 
 
 
 
Earnings per common share - diluted:
 

 
 

 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.53

 
$
1.83

 
$
4.39

 
$
3.85

Discontinued operations attributable to common stockholders
—

 
—

 
—

 
0.29

Net income attributable to common stockholders
$
1.53

 
$
1.83

 
$
4.39

 
$
4.14

 
 
 
 
 
 
 
 
Dividends per common share
$
1.25

 
$
1.16

 
$
3.75

 
$
3.48


See accompanying notes to Condensed Consolidated Financial Statements.


2
Table of Contents

AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
 
For the nine months ended
 
9/30/2015
 
9/30/2014
Cash flows from operating activities:
 
 
 
Net income
$
586,381

 
$
554,801

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation expense
355,664

 
328,598

Amortization of deferred financing costs
5,117

 
4,763

Amortization of debt premium
(19,571
)
 
(26,271
)
(Gain) loss on extinguishment of debt, net
(26,736
)
 
412

Amortization of stock-based compensation
11,980

 
10,354

Equity in loss (income) of, and return on, unconsolidated entities and noncontrolling interests, net of eliminations
13,502

 
2,911

Casualty and impairment gain, net
(17,303
)
 
—

Abandonment of development pursuits
—

 
1,455

Cash flow hedge losses reclassified to earnings
4,334

 
4,557

Gain on sale of real estate assets
(146,745
)
 
(229,200
)
(Increase) decrease in cash in operating escrows
(8,409
)
 
771

Decrease (increase) in resident security deposits, prepaid expenses and other assets
2,986

 
(12,808
)
Increase in accrued expenses, other liabilities and accrued interest payable
33,072

 
1,086

Net cash provided by operating activities
794,272

 
641,429

 
 
 
 
Cash flows from investing activities:
 
 
 
Development/redevelopment of real estate assets including land acquisitions and deferred development costs
(1,265,829
)
 
(861,466
)
Capital expenditures - existing real estate assets
(40,358
)
 
(33,324
)
Capital expenditures - non-real estate assets
(4,887
)
 
(5,776
)
Proceeds from sale of real estate, net of selling costs
232,415

 
186,651

Insurance recoveries for property damage claims
44,142

 
—

Mortgage note receivable payment
—

 
21,748

Increase in payables for construction
1,010

 
3,463

Distributions from unconsolidated real estate entities
47,873

 
197,463

Investments in unconsolidated real estate entities
(881
)
 
(5,254
)
Net cash used in investing activities
(986,515
)
 
(496,495
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Issuance of common stock
674,631

 
340,091

Dividends paid
(484,251
)
 
(440,632
)
Issuance of mortgage notes payable
—

 
53,000

Repayments of mortgage notes payable, including prepayment penalties
(743,653
)
 
(28,718
)
Issuance of unsecured notes
574,066

 
250,000

Repayment of unsecured notes
—

 
(150,000
)
Payment of deferred financing costs
(4,741
)
 
(3,414
)
Distributions to DownREIT partnership unitholders
(28
)
 
(26
)
Distributions to joint venture and profit-sharing partners
(274
)
 
(262
)
Redemption of preferred interest obligation
(14,410
)
 
(6,300
)
Net cash provided by financing activities
1,340

 
13,739

 
 
 
 
Net (decrease) increase in cash and cash equivalents
(190,903
)
 
158,673

 
 
 
 
Cash and cash equivalents, beginning of period
509,460

 
281,355

Cash and cash equivalents, end of period
$
318,557

 
$
440,028

Cash paid during the period for interest, net of amount capitalized
$
149,097

 
$
154,653

 
See accompanying notes to Condensed Consolidated Financial Statements.

3
Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Supplemental disclosures of non-cash investing and financing activities:

During the nine months ended September 30, 2015:

•
As described in Note 4, “Equity,” 157,779 shares of common stock were issued as part of the Company's stock based compensation plans, of which 95,826 shares related to the conversion of restricted stock units to restricted shares, and the remaining 61,953 shares valued at $10,721,000 were issued in connection with new stock grants; 46,589 shares valued at $3,552,000 were issued in conjunction with the conversion of deferred stock awards; 1,608 shares valued at $275,000 were issued through the Company’s dividend reinvestment plan; 39,800 shares valued at $5,921,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 4,293 restricted stock units with a value of $502,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•
Common stock dividends declared but not paid totaled $171,098,000.

•
The Company recorded a decrease of $1,722,000 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 10, “Fair Value.”

•
The Company reclassified $4,334,000 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.

•
As discussed in Note 5, "Investments in Real Estate Entities," the Company recognized a charge of $21,844,000 to write off the net book value of the fixed assets destroyed by the Edgewater fire.

During the nine months ended September 30, 2014:

•
The Company issued 113,822 shares of common stock as part of the Company's stock based compensation plan, of which 16,209 shares related to the conversion of restricted units to restricted shares, and the remaining 97,613 shares valued at $12,605,000 were issued in connection with new stock grants; 1,868 shares valued at $250,000 were issued through the Company’s dividend reinvestment plan; 53,983 shares valued at $4,701,000 were withheld to satisfy employees’ tax withholding and other liabilities; and 200 restricted shares as well as restricted stock units with an aggregate value of $1,826,000 previously issued in connection with employee compensation were canceled upon forfeiture.

•
Common stock dividends declared but not paid totaled $153,125,000.

•
The Company recorded a decrease of $4,088,000 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 reclassified $4,557,000 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.

•
The Company derecognized $17,816,000 in noncontrolling interest in conjunction with the deconsolidation of an AvalonBay Value Added Fund I, L.P. ("Fund I") subsidiary.



4
Table of Contents

AVALONBAY COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)  
1.  Organization, Basis of Presentation and Significant Accounting Policies

Organization and Basis of Presentation

AvalonBay Communities, Inc. (the “Company,” which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its subsidiaries), is a Maryland corporation that has elected to be treated as a real estate investment trust (“REIT”) for federal income tax purposes under the Internal Revenue Code of 1986 (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 September 30, 2015, the Company owned or held a direct or indirect ownership interest in 255 operating apartment communities containing 74,202 apartment homes in 11 states and the District of Columbia, of which eight communities containing 2,675 apartment homes were under reconstruction. In addition, the Company has 27 communities under construction that are expected to contain an aggregate of 8,649 apartment homes when completed. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 33 communities that, if developed as expected, will contain an estimated 9,752 apartment homes.

The interim unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s 2014 Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading.  In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included.

Capitalized terms used without definition have meanings provided elsewhere in this Form 10-Q.

Earnings per Common Share

Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common shareholders and, accordingly, are considered participating securities that are included in the two-class method of computing basic earnings per share (“EPS”). Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The Company’s earnings per common share are determined as follows (dollars in thousands, except per share data):

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Table of Contents

 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
Basic and diluted shares outstanding
 

 
 

 
 
 
 
Weighted average common shares - basic
133,669,584

 
131,330,078

 
132,516,847

 
130,165,873

Weighted average DownREIT units outstanding
7,500

 
7,500

 
7,500

 
7,500

Effect of dilutive securities
1,032,376

 
568,417

 
1,139,423

 
554,627

Weighted average common shares - diluted
134,709,460

 
131,905,995

 
133,663,770

 
130,728,000

 
 
 
 
 
 
 
 
Calculation of Earnings per Share - basic
 

 
 

 
 
 
 
Net income attributable to common stockholders
$
206,142

 
$
241,100

 
$
586,610

 
$
540,929

Net income allocated to unvested restricted shares
(467
)
 
(366
)
 
(1,444
)
 
(858
)
Net income attributable to common stockholders, adjusted
$
205,675

 
$
240,734

 
$
585,166

 
$
540,071

 
 
 
 
 
 
 
 
Weighted average common shares - basic
133,669,584

 
131,330,078

 
132,516,847

 
130,165,873

 
 
 
 
 
 
 
 
Earnings per common share - basic
$
1.54

 
$
1.83

 
$
4.42

 
$
4.15

 
 
 
 
 
 
 
 
Calculation of Earnings per Share - diluted
 

 
 

 
 
 
 
Net income attributable to common stockholders
$
206,142

 
$
241,100

 
$
586,610

 
$
540,929

Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships, including discontinued operations
9

 
9

 
28

 
26

Adjusted net income available to common stockholders
$
206,151

 
$
241,109

 
$
586,638

 
$
540,955

 
 
 
 
 
 
 
 
Weighted average common shares - diluted
134,709,460

 
131,905,995

 
133,663,770

 
130,728,000

 
 
 
 
 
 
 
 
Earnings per common share - diluted
$
1.53

 
$
1.83

 
$
4.39

 
$
4.14

 

All options to purchase shares of common stock outstanding as of September 30, 2015 are included in the computation of diluted earnings per share. Certain options to purchase shares of common stock in the amount of 1,499 were outstanding at September 30, 2014, but were not included in the computation of diluted earnings per share because such options were anti-dilutive for the quarter.

The Company is required to estimate the forfeiture of stock options and recognize compensation cost net of the estimated forfeitures.  The estimated forfeitures included in compensation cost are adjusted to reflect actual forfeitures at the end of the vesting period.  The forfeiture rate at September 30, 2015 was 1.0% and is based on the average forfeiture activity over a period equal to the estimated life of the stock options. The application of estimated forfeitures did not materially impact compensation expense for the three and nine months ended September 30, 2015 or 2014.

Derivative Instruments and Hedging Activities

The Company enters into interest rate swap and interest rate cap agreements (collectively, “Hedging Derivatives”) for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivatives transactions for trading or other speculative purposes. The Company assesses 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 general and administrative expenses. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair value of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net.  For the Hedging Derivatives positions that the Company has determined qualify as effective cash flow hedges, the Company has recorded the effective portion of cumulative changes in the fair value of Hedging Derivatives in other comprehensive income.  Amounts recorded in other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of Hedging Derivatives that the Company has determined qualified as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding debt being hedged. See Note 10, "Fair Value," for further discussion of derivative financial instruments.

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Table of Contents


Legal and Other Contingencies

In January 2015, a fire occurred at the Company’s Avalon at Edgewater apartment community located in Edgewater, New Jersey ("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. The Company is still assessing its losses resulting from the fire, including liability to third parties who incurred damages as a result of the fire. The Company is also evaluating whether to rebuild and replace the building that was destroyed and does not believe that the outcome of this decision will have a material impact on the Company’s financial condition or results of operations.

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’s insurers are negotiating and settling claims submitted to the insurers by third parties who incurred property damage and are claiming other losses. Four putative class action lawsuits have been filed against the Company on behalf of Edgewater residents and others who may have been harmed by the fire; these actions have been consolidated by the court into one civil putative class action. In addition, 17 lawsuits representing approximately 133 individual plaintiffs have been filed against the Company. The Company believes that it has meritorious defenses to the extent of damages claimed. Additional lawsuits arising from the fire may be filed.

Following the fire, the Company received a civil citation for “failure to notify Fire Department of an active fire” from Bergen County, New Jersey. The Company has decided not to appeal this citation. The Company has also received two citations that were alleged to be serious by the Occupational Safety and Health Administration ("OSHA"); the Company has appealed these citations. It is possible that additional governmental investigations are or may be ongoing. The Company is unable to evaluate the nature and potential materiality of any such investigations or actions.

Having incurred applicable deductibles and a self-insured amount equal to 12% of the first $50,000,000 of property damage, the Company currently believes that all of its remaining liability to third parties and all of the Company's additional cost for replacement cost coverage for property damage resulting from the fire will be substantially covered by its insurance policies. However, the Company can give no assurances in this regard and continues to evaluate this matter. See Note 5, "Investments in Real Estate Entities," and Part II, Item 1, "Legal Proceedings," for further discussion of the casualty gains and losses and lawsuits associated with the Edgewater fire.

The Company is involved in various other claims and/or administrative proceedings unrelated to the Edgewater fire 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.

Acquisitions of Investments in Real Estate

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

Use of Estimates

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

Reclassifications

Certain reclassifications have been made to amounts in prior years’ financial statements to conform to current year presentations as a result of changes in held for sale classification as described in Note 6, “Real Estate Disposition Activities.”


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Table of Contents

Recently Issued Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, a revenue recognition standard that will result in companies recognizing revenue from contracts when control for the service or product that is the subject of the contract is transferred from the seller to the buyer. 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 one year. The guidance is effective in the first quarter of 2018, and the Company is assessing whether the new standard will have a material effect on its financial position or results of operations.

In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis, which amends the criteria for determining variable interest entities (“VIEs”), amends the criteria for determining if a service provider possesses a variable interest in a VIE, and eliminates the presumption that a general partner should consolidate a limited partnership. The guidance is effective in the first quarter of 2016 and allows for early adoption. The Company is currently assessing the effect of adoption on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. The guidance requires debt issuance costs related to a recognized debt liability to be presented as a direct deduction from the carrying amount of that debt liability. The new guidance will only impact financial statement presentation. In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. The guidance codified the SEC staff's view on the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. The guidance is effective in the first quarter of 2016 and allows for early adoption. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements.

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 $20,356,000 and $15,989,000 for the three months ended September 30, 2015 and 2014, respectively, and $59,186,000 and $54,294,000 for the nine months ended September 30, 2015 and 2014, respectively.

3.  Notes Payable, Unsecured Notes and Credit Facility

The Company’s mortgage notes payable, unsecured notes, Term Loan and Credit Facility, both as defined below, as of September 30, 2015 and December 31, 2014, are summarized below (dollars in thousands).  The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of September 30, 2015 and December 31, 2014, as shown in the Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, “Real Estate Disposition Activities”).
 
9/30/2015
 
12/31/2014
 
 
 
 
Fixed rate unsecured notes (1)
$
3,275,000

 
$
2,750,000

Term Loan
300,000

 
250,000

Fixed rate mortgage notes payable - conventional and tax-exempt (2)
1,668,496

 
2,400,677

Variable rate mortgage notes payable - conventional and tax-exempt (2)
1,045,486

 
1,047,461

Total mortgage notes payable and unsecured notes
6,288,982

 
6,448,138

Credit Facility
—

 
—

Total mortgage notes payable, unsecured notes and Credit Facility
$
6,288,982

 
$
6,448,138

_____________________________________

(1)
Balances at September 30, 2015 and December 31, 2014 exclude $6,902 and $6,735 of debt discount, respectively, as reflected in unsecured notes, net on the Company’s Condensed Consolidated Balance Sheets.
(2)
Balances at September 30, 2015 and December 31, 2014 exclude $24,647 and $84,449 of debt premium, respectively, as reflected in mortgage notes payable on the Company’s Condensed Consolidated Balance Sheets.

The following debt activity occurred during the nine months ended September 30, 2015:

•
In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, the Company substituted AVA Belltown as collateral for the disposed community's outstanding fixed rate secured mortgage loan.


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•
In March 2015, the Company borrowed the final $50,000,000 available under the $300,000,000 variable rate unsecured term loan (the “Term Loan”), maturing in March 2021.

•
In April 2015, the Company repaid an aggregate of $481,582,000 principal amount of secured indebtedness, which includes eight fixed rate mortgage loans secured by eight wholly-owned operating communities, at par. The indebtedness had an aggregate effective interest rate of 3.12%, and a stated maturity date of November 2015. The Company incurred a gain on the early debt extinguishment of $8,724,000, representing the excess of the write-off of unamortized premium resulting from the debt assumed in the Archstone Acquisition, as defined in our Form 10-K for the year ended December 31, 2014.

•
In May 2015, the Company issued $525,000,000 principal amount of unsecured notes in a public offering under its existing shelf registration statement for net proceeds of approximately $520,653,000. The notes mature in June 2025 and were issued at a 3.45% coupon interest rate.

•
In June 2015, the Company repaid a $15,778,000 fixed rate secured mortgage note with an effective interest rate of 7.50% in advance of its February 2041 maturity date, recognizing a charge of $455,000 for a prepayment penalty and write-off of deferred financing costs.

•
In June 2015, the Company repaid a $7,805,000 fixed rate secured mortgage note with an effective interest rate of 7.84% at par and without penalty in advance of its May 2027 maturity date, recognizing a charge of $263,000 for the write-off of deferred financing costs.

•
In June 2015, the Company repaid the $74,531,000 fixed rate secured mortgage note secured by Edgewater with an effective interest rate of 5.95% at par and without penalty in advance of its May 2019 maturity date, recognizing a charge of $259,000 for the write-off of deferred financing costs.

•
In July 2015, the Company repaid a $140,346,000 fixed rate secured mortgage note with an effective interest rate of 5.56% in advance of its May 2053 maturity date, resulting in a recognized gain of $18,987,000, consisting of the write-off of unamortized premium net of deferred financing costs of $30,215,000, partially offset by a prepayment penalty of $11,228,000.

The Company has a $1,300,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the “Credit Facility”) which matures in April 2017. The Company has the option to extend the maturity by up to one year under two, six month extension options for an aggregate fee of $1,950,000. The Credit Facility bears interest at varying levels based on the LIBOR rating levels achieved on the unsecured notes and on a maturity schedule selected by the Company. The current stated pricing is LIBOR plus 0.95% (1.14% at September 30, 2015), assuming a one month borrowing rate. The annual facility fee is approximately $1,950,000 based on the $1,300,000,000 facility size and based on the Company’s current credit rating.

The Company had no borrowings outstanding under the Credit Facility and had $43,580,000 and $49,407,000 outstanding in letters of credit that reduced the borrowing capacity as of September 30, 2015 and December 31, 2014, respectively.

In the aggregate, secured notes payable mature at various dates from December 2015 through July 2066, and are secured by certain apartment communities (with a net carrying value of $3,363,527,000, excluding communities classified as held for sale, as of September 30, 2015).

As of September 30, 2015, the Company has guaranteed approximately $234,500,000 of mortgage notes payable held by wholly-owned subsidiaries; all such mortgage notes payable are consolidated for financial reporting purposes. The weighted average interest rate of the Company’s fixed rate mortgage notes payable (conventional and tax-exempt) was 4.7% and 4.5% at September 30, 2015 and December 31, 2014, respectively.  The weighted average interest rate of the Company’s variable rate mortgage notes payable (conventional and tax exempt), the Term Loan and its Credit Facility, including the effect of certain financing related fees, was 1.7% and 1.8% at September 30, 2015 and December 31, 2014, respectively.

Scheduled payments and maturities of mortgage notes payable and unsecured notes outstanding at September 30, 2015 are as follows (dollars in thousands):

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Year
 
Secured notes payments
 
Secured notes maturities
 
Unsecured notes maturities
 
Stated interest rate of unsecured notes
 
 
 
 
 
 
 
 
 
2015
 
$
4,295

 
$
103,743

 
$
—

 
—
%
 
 
 
 
 
 
 
 
 
2016
 
16,164

 
16,256

 
250,000

 
5.750
%
 
 
 
 
 
 
 
 
 
2017
 
17,166

 
709,991

 
250,000

 
5.700
%
 
 
 
 
 
 
 
 
 
2018
 
16,364

 
76,673

 
—

 
—
%
 
 
 
 
 
 
 
 
 
2019
 
5,099

 
588,428

 
—

 
—
%
 
 
 
 
 
 
 
 
 
2020
 
4,057

 
50,825

 
250,000

 
6.100
%
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
400,000

 
3.625
%
 
 
 
 
 
 
 
 
 
2021
 
4,017

 
27,844

 
250,000

 
3.950
%
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
300,000

 
LIBOR + 1.450%

 
 
 
 
 
 
 
 
 
2022
 
4,295

 
—

 
450,000

 
2.950
%
 
 
 
 
 
 
 
 
 
2023
 
4,578

 
—

 
350,000

 
4.200
%
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
250,000

 
2.850
%
 
 
 
 
 
 
 
 
 
2024
 
4,888

 
—

 
300,000

 
3.500
%
 
 
 
 
 
 
 
 
 
Thereafter
 
—

 
1,059,299

 
525,000

 
3.450
%
 
 
 
 
 
 
 
 
 
 
 
$
80,923

 
$
2,633,059

 
$
3,575,000

 
 

 

The Company was in compliance at September 30, 2015 with customary financial and other covenants under the Credit Facility, the Term Loan, and the Company’s fixed rate unsecured notes.

4.  Equity

The following summarizes the changes in equity for the nine months ended September 30, 2015 (dollars in thousands):
 
Common
stock
 
Additional
paid-in
capital
 
Accumulated
earnings
less
dividends
 
Accumulated
other
comprehensive
loss
 
Total
equity
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
$
1,320

 
$
9,354,685

 
$
(267,085
)
 
$
(42,515
)
 
$
9,046,405

Net income attributable to common stockholders
—

 
—

 
586,610

 
—

 
586,610

Cash flow hedge loss reclassified to earnings
—

 
—

 
—

 
4,334

 
4,334

Change in redemption value of redeemable noncontrolling interest
—

 
—

 
1,722

 
—

 
1,722

Dividends declared to common stockholders
—

 
—

 
(502,417
)
 
—

 
(502,417
)
Issuance of common stock, net of withholdings
49

 
673,302

 
(1,317
)
 
—

 
672,034

Amortization of deferred compensation
—

 
20,765

 
—

 
—

 
20,765

Balance at September 30, 2015
$
1,369

 
$
10,048,752

 
$
(182,487
)
 
$
(38,181
)
 
$
9,829,453


As of September 30, 2015 and December 31, 2014, 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.

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During the nine months ended September 30, 2015, the Company:

i.
issued 155,173 shares of common stock in connection with stock options exercised;
ii.
issued 1,608 common shares through the Company’s dividend reinvestment plan;
iii.
issued 157,779 common shares in connection with stock grants and the conversion of restricted stock units to restricted shares;
iv.
issued 46,589 common shares in conjunction with the conversion of deferred stock awards;
v.
withheld 39,800 common shares to satisfy employees’ tax withholding and other liabilities;
vi.
issued 5,022 common shares through the Employee Stock Purchase Program; and
vii.
issued 4,500,000 shares of common stock in settlement of the Forward.

Any deferred compensation related to the Company’s stock option, restricted stock and restricted stock unit grants during the nine months ended September 30, 2015 is not reflected on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2015, and will not be reflected until earned as compensation cost.

In August 2012, the Company commenced a third continuous equity program (“CEP III”), under which the Company was authorized by its Board of Directors to sell up to $750,000,000 of shares of its common stock from time to time during a 36-month period, which expired on August 3, 2015. Actual sales depended on a variety of factors determined by the Company, including market conditions, the trading price of the Company’s common stock and determinations by the Company of the appropriate sources of funding for the Company. In conjunction with CEP III, the Company engaged sales agents who received compensation of approximately 1.5% of the gross sales price for shares sold. During the nine months ended September 30, 2015, the Company had no sales under CEP III.

On September 9, 2014, based on a market closing price of $155.83 per share on that date, the Company entered into a forward contract to sell 4,500,000 shares of common stock for an initial forward price of $151.74 per share, net of offering fees and discounts (the "Forward"). The sales price and proceeds achieved by the Company were determined on the dates of settlement, with adjustments during the term of the contract for the Company’s dividends as well as for a daily interest factor that varies with changes in the Fed Funds rate. During the three months ended September 30, 2015, the Company issued 3,890,725 shares of common stock at a sales price of $146.35 per share, for net proceeds of $569,423,000, for final settlement of the Forward. In the aggregate, the Company issued 4,500,000 shares for net proceeds of $659,423,000 for settlement of the Forward during the nine months ended September 30, 2015.


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5.  Investments in Real Estate Entities

Investment in Unconsolidated Real Estate Entities

As of September 30, 2015, the Company had investments in five unconsolidated real estate entities, excluding an interest in the Residual JV (as defined in this Form 10-Q), with ownership interest percentages ranging from 20.0% to 31.3%. The Company accounts for its investments in unconsolidated real estate entities under the equity method of accounting. The significant accounting policies of the Company’s unconsolidated real estate entities are consistent with those of the Company in all material respects.

During the nine months ended September 30, 2015, AvalonBay Value Added Fund II, L.P. ("Fund II") sold four communities:

•
Eaves Plainsboro, located in Plainsboro, NJ, containing 776 apartment homes was sold for $117,000,000. The Company's share of the gain in accordance with GAAP for the disposition was $9,660,000.

•
Eaves Los Alisos, located in Lake Forest, CA, containing 140 apartment homes was sold for $39,500,000. The Company's share of the gain in accordance with GAAP for the disposition was $4,551,000.

•
Captain Parker Arms, located in Lexington, MA, containing 94 apartment homes was sold for $31,600,000. The Company's share of the gain in accordance with GAAP for the disposition was $3,385,000.

•
Eaves Carlsbad, located in Carlsbad, CA, containing 450 apartment homes was sold for $112,000,000. The Company's share of the gain in accordance with GAAP for the disposition was $12,130,000.

In conjunction with the disposition of these communities during the nine months ended September 30, 2015, Fund II repaid $69,036,000 of related secured indebtedness in advance of the scheduled maturity dates. This resulted in charges for a prepayment penalty and write-off of deferred financing costs, of which the Company's portion was $1,400,000, which was reported as a reduction of equity in income (loss) of unconsolidated real estate entities on the accompanying Condensed Consolidated Statements of Comprehensive Income.

During the nine months ended September 30, 2015, the Company received $20,680,000 from the joint venture partner associated with MVP I, LLC, the entity that owns Avalon at Mission Bay North II, upon agreement with the partner to modify the joint venture agreement to eliminate the Company's promoted interest for future return calculations and associated distributions. Prospectively, earnings and distributions will be based on the Company's 25.0% equity interest in the venture. In addition, MVP I, LLC obtained a $103,000,000, 3.24% fixed rate loan, with a maturity date of July 2025, and used the proceeds and cash on hand to repay its existing $105,000,000, variable rate loan which was scheduled to mature in December 2015, at par.

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 the Residual JV (dollars in thousands):
 
9/30/2015
 
12/31/2014
 
(unaudited)
 
(unaudited)
Assets:
 

 
 

Real estate, net
$
1,390,002

 
$
1,617,627

Other assets
180,919

 
72,290

Total assets
$
1,570,921

 
$
1,689,917

 
 
 
 
Liabilities and partners’ capital:
 

 
 

Mortgage notes payable and credit facility
$
902,242

 
$
980,128

Other liabilities
23,891

 
24,884

Partners’ capital
644,788

 
684,905

Total liabilities and partners’ capital
$
1,570,921

 
$
1,689,917

 


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The following is a combined summary of the operating results of the entities accounted for using the equity method for the periods presented, excluding amounts associated with the Residual JV (dollars in thousands):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
(unaudited)
 
(unaudited)
Rental and other income
$
43,868

 
$
49,388

 
$
132,518

 
$
154,034

Operating and other expenses
(17,910
)
 
(19,989
)
 
(52,622
)
 
(61,680
)
Gain on sale of communities
66,410

 
327,539

 
98,899

 
333,221

Interest expense, net
(14,883
)
 
(22,922
)
 
(35,694
)
 
(50,335
)
Depreciation expense
(11,213
)
 
(11,934
)
 
(35,058
)
 
(40,214
)
Net income
$
66,272

 
$
322,082

 
$
108,043

 
$
335,026


In conjunction with the formation of Fund II, the Company incurred costs in excess of its equity in the underlying net assets of the respective investments. These costs represent $2,591,000 at September 30, 2015 and $3,880,000 at December 31, 2014 of the respective investment balances.

As part of the formation of Fund II, the Company provided to one of the limited partners a guarantee. The guarantee provided that if, upon final liquidation of Fund II, the total amount of all distributions to that partner during the life of Fund II (whether from operating cash flow or property sales) did not equal a minimum of the total capital contributions made by that partner, then the Company would pay the partner an amount equal to the shortfall, but in no event more than 10% of the total capital contributions made by the partner. During the three months ended September 30, 2015, the limited partner transferred its investment interest to an unrelated third party. The guarantee was not transferred with the investment interest, so the Company has no further obligation under the guarantee.

In addition, through subsidiaries, the Company and Equity Residential are members in three limited liability company agreements (collectively, the “Residual JV”). The Company and Equity Residential jointly control the Residual JV and the Company holds a 40.0% economic interest in the assets and liabilities of the Residual JV. During the nine months ended September 30, 2015, the Company recognized equity in income of unconsolidated real estate entities of $11,630,000, associated with the settlement of outstanding legal claims against third parties and disposition activity in the Residual JV.

Investment in Consolidated Real Estate Entities

In conjunction with the development of Avalon Sheepshead Bay, the Company entered into a joint venture agreement to construct a mixed use building that will contain rental apartments, for-sale residential condominium units and related common elements. The Company will own a 70.0% interest in the venture and have all of the rights and obligations associated with the rental apartments, and the venture partner will own the remaining 30.0% interest and have all of the rights and obligations associated with the for-sale condominium units. The Company is responsible for the development and construction of the structure, and is providing a loan to the venture partner for the venture partner's share of costs. As of September 30, 2015, the Company has a receivable from the venture partner in the amount of $7,340,000, reported as a component of prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. The loan provided to the venture partner will be repaid with the proceeds received from the sale of the residential condominium units. The venture is considered a variable interest entity, and the Company consolidates its interest in the rental apartments and common areas, and accounts for the for-sale component of the venture as an unconsolidated investment.

Expensed Acquisition, Development and Other Pursuit Costs and Impairment of Long-Lived Assets

The Company capitalizes pre-development costs incurred in pursuit of new development opportunities for which the Company currently believes future development is probable (“Development Rights”). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Initial pre-development costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. In addition, if the status of a Development Right changes, making future development by the Company no longer probable, any capitalized pre-development costs are written off with a charge to expense. The Company expensed costs related to the abandonment of Development Rights as well as costs incurred in pursuing the acquisition of assets or costs incurred pursuing the disposition of assets for which such disposition activity did not occur, in the amounts of $3,391,000 and $406,000 for the three months ended September 30, 2015 and 2014, respectively, and $5,251,000 and $3,139,000 for the nine months ended September 30, 2015 and 2014, respectively. These costs are included in expensed acquisition, development, and

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other pursuit costs, net of recoveries on the accompanying Condensed Consolidated Statements of Comprehensive Income. These costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.

The Company evaluates its real estate and other long-lived assets for impairment when potential indicators of impairment exist. Such assets are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, the Company assesses its recoverability by comparing the carrying amount of the long-lived asset to its estimated undiscounted future cash flows. If the carrying amount exceeds the aggregate undiscounted future cash flows, the Company recognizes an impairment loss to the extent the carrying amount exceeds the estimated fair value of the long-lived asset. Based on periodic tests of recoverability of long-lived assets, the Company did not record any impairment losses for the three and nine months ended September 30, 2015 and 2014, other than related to the impairment on land held for investment and casualty gains and losses from property damage 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. The Company did not recognize any impairment charges on its investment in land during the three months ended September 30, 2015. During the nine months ended September 30, 2015, the Company recognized an impairment charge of $800,000 relating to a parcel of land that was sold during the nine months ended September 30, 2015, to reduce the Company's basis to the contracted sales price less expected costs to sell. This charge is included in casualty and impairment loss (gain), net on the accompanying Condensed Consolidated Statements of Comprehensive Income. The Company did not recognize any impairment charges on its investment in land for the three and nine months ended September 30, 2014.

The Company also 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. Excluding amounts associated with the Residual JV, there was no impairment loss recognized by any of the Company’s investments in unconsolidated entities during the three and nine months ended September 30, 2015 and 2014.

Casualty Gains and Losses

The Company recorded a casualty charge for additional demolition and incident costs related to Edgewater of $658,000 for the three months ended September 30, 2015, and a net casualty gain of $15,663,000 for the nine months ended September 30, 2015, which are included in casualty and impairment loss (gain), net on the accompanying Condensed Consolidated Statements of Comprehensive Income. During the nine months ended September 30, 2015, the Company received $44,142,000 in insurance proceeds, which were partially offset by casualty charges of $21,844,000 to write off the net book value of the building destroyed by the fire at Edgewater, and $6,635,000 to record demolition and additional incident expenses. See discussion in Note 1, "Organization, Basis of Presentation and Significant Accounting Policies, Legal and Other Contingencies," and Part II, Item 1, "Legal Proceedings," for further discussion of the Edgewater fire.

During the nine months ended September 30, 2015, several of the Company's communities in its Northeast markets incurred property and casualty damages from severe winter storms experienced during this time. The Company has recorded an impairment due to a casualty loss of $4,195,000 to recognize the damages from the storms, included in casualty and impairment loss (gain), net on the accompanying Condensed Consolidated Statements of Comprehensive Income.

6.  Real Estate Disposition Activities

During the nine months ended September 30, 2015, the Company sold two wholly-owned operating communities, two land parcels and air rights.

•
Avalon on Stamford Harbor, located in Stamford, CT, containing 323 homes and a marina with 74 boat slips, was sold for $115,500,000. The Company’s gain on the disposition was $70,936,000, reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income.

•
Avalon Lyndhurst, located in Lyndhurst, NJ, containing 328 homes, was sold for $99,000,000. The Company's gain on the disposition was $35,216,000, reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income.


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Table of Contents

•
Two undeveloped land parcels and air rights, representing the right to increase density for future residential development, in the New York Metro region were sold for an aggregate sales price of $23,820,000, resulting in an aggregate gain of $9,626,000, reported in gain on sale of real estate on the accompanying Condensed Consolidated Statements of Comprehensive Income. The Company had previously recognized impairment charges of $800,000 during the three months ended March 31, 2015, and $5,933,000 in 2008 for the land parcels.

The results of operations for Avalon on Stamford Harbor and Avalon Lyndhurst are included in income from continuing operations on the accompanying Condensed Consolidated Statements of Comprehensive Income.

The operations for any real estate assets sold from January 1, 2014 through September 30, 2015 and which were classified as held for sale and discontinued operations as of and for the period ended December 31, 2013, have been presented as income from discontinued operations in the accompanying Condensed Consolidated Statements of Comprehensive Income.

The following is a summary of income from discontinued operations for the periods presented (dollars in thousands):
 
 
For the three months ended
 
For the nine months ended
 
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
 
(unaudited)
 
(unaudited)
Rental income
 
$
—

 
$
—

 
$
—

 
$
579

Operating and other expenses
 
—

 
—

 
—

 
(269
)
Depreciation expense
 
—

 
—

 
—

 
—

Income from discontinued operations
 
$
—

 
$
—

 
$
—

 
$
310


At September 30, 2015, the Company had no real estate assets that qualified as held for sale.

7.  Segment Reporting

The Company’s reportable operating segments include Established Communities, Other Stabilized Communities, and Development/Redevelopment Communities.  Annually as of January 1st, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change.

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 acquisition, development and other pursuit costs, net interest expense, gain (loss) on extinguishment of debt, general and administrative expense, joint venture income (loss), depreciation expense, casualty and impairment loss (gain), net, gain on sale of real estate assets, gain on sale of discontinued operations, income from discontinued operations and net operating income from real estate assets sold or held for sale, not classified as discontinued operations. Although the Company considers NOI a useful measure of a community’s or communities’ operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP.  NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income.

A reconciliation of NOI to net income for the three and nine months ended September 30, 2015 and 2014 is as follows (dollars in thousands):

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Table of Contents

 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
Net income
$
206,076

 
$
241,001

 
$
586,381

 
$
554,801

Indirect operating expenses, net of corporate income
13,427

 
13,173

 
43,642

 
36,333

Investments and investment management expense
1,167

 
1,079

 
3,274

 
3,195

Expensed acquisition, development and other pursuit costs, net of recoveries
3,391

 
406

 
5,251

 
3,139

Interest expense, net (1)
43,234

 
46,376

 
133,398

 
132,631

(Gain) loss on extinguishment of debt, net
(18,987
)
 
—

 
(26,736
)
 
412

General and administrative expense
10,503

 
11,290

 
32,614

 
30,745

Equity in income of unconsolidated real estate entities
(20,554
)
 
(130,592
)
 
(68,925
)
 
(143,527
)
Depreciation expense (1)
120,184

 
111,836

 
355,664

 
328,598

Casualty and impairment loss (gain), net
658

 
—

 
(10,668
)
 
—

Gain on sale of real estate assets
(35,216
)
 
—

 
(115,798
)
 
(60,945
)
Gain on sale of discontinued operations
—

 
—

 
—

 
(37,869
)
Income from discontinued operations
—

 
—

 
—

 
(310
)
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
(843
)
 
(4,144
)
 
(3,634
)
 
(16,666
)
        Net operating income
$
323,040

 
$
290,425

 
$
934,463

 
$
830,537

__________________________________

(1) Includes amounts associated with assets sold or held for sale, not classified as discontinued operations.

The following is a summary of NOI from real estate assets sold or held for sale, not classified as discontinued operations, for the periods presented (dollars in thousands):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
 
 
 
 
 
 
 
 Rental income from real estate assets sold or held for sale, not classified as discontinued operations
$
1,353

 
$
6,904

 
$
6,162

 
$
27,499

 Operating expenses from real estate assets sold or held for sale, not classified as discontinued operations
(510
)
 
(2,760
)
 
(2,528
)
 
(10,833
)
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
$
843

 
$
4,144

 
$
3,634

 
$
16,666


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 the beginning of the given calendar year, or April 1, 2014, when the Company updated its operating segments, primarily to include communities acquired as part of the Archstone Acquisition in its Established Community portfolio. Therefore, each year the composition of communities within each business segment is adjusted. Accordingly, the amounts between years are not directly comparable. Segment information for the three and nine months ended September 30, 2015 and 2014 has been adjusted for the real estate assets that were sold from January 1, 2014 through September 30, 2015, or otherwise qualify as held for sale and/or discontinued operations as of September 30, 2015, as described in Note 6, “Real Estate Disposition Activities.”

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For the three months ended
 
For the nine months ended
 
 
 
Total
revenue
 
NOI
 
% NOI  change from  prior year
 
Total
revenue
 
NOI
 
% NOI  change from  prior year
 
Gross
real estate (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the period ended September 30, 2015
 
 

 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Established
 

 
 

 
 

 
 
 
 
 
 
 
 

New England
$
50,377

 
$
32,202

 
3.1
 %
 
$
147,138

 
$
91,026

 
0.6
 %
 
$
1,487,944

Metro NY/NJ
98,585

 
68,973

 
3.7
 %
 
289,288

 
201,962

 
3.2
 %
 
3,196,771

Mid-Atlantic
52,839

 
36,157

 
0.3
 %
 
156,806

 
108,125

 
(0.4
)%
 
2,172,951

Pacific Northwest
19,493

 
13,502

 
5.1
 %
 
57,029

 
40,532

 
7.3
 %
 
720,223

Northern California
69,850

 
53,095

 
9.5
 %
 
202,508

 
155,464

 
10.8
 %
 
2,412,264

Southern California
65,019

 
43,714

 
7.9
 %
 
190,513

 
130,278

 
9.1
 %
 
2,505,625

Total Established
356,163

 
247,643

 
5.1
 %
 
1,043,282

 
727,387

 
5.1
 %
 
12,495,778

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Stabilized
56,571

 
36,930

 
N/A

 
165,335

 
108,283

 
N/A

 
2,106,947

Development / Redevelopment
59,112

 
38,467

 
N/A

 
152,694

 
98,793

 
N/A

 
3,795,868

Land Held for Future Development
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
553,729

Non-allocated (2)
2,161

 
N/A

 
N/A

 
7,714

 
N/A

 
N/A

 
50,556

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
474,007

 
$
323,040

 
11.2
 %
 
$
1,369,025

 
$
934,463

 
12.5
 %
 
$
19,002,878

 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the period ended September 30, 2014 (3)
 
 

 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Established
 

 
 

 
 

 
 
 
 
 
 
 
 

New England
$
46,788

 
$
30,258

 
4.6
 %
 
$
133,732

 
$
85,123

 
0.9
 %
 
$
1,363,271

Metro NY/NJ
93,905

 
65,839

 
3.8
 %
 
231,259

 
161,879

 
2.4
 %
 
2,297,417

Mid-Atlantic
47,122

 
32,284

 
(2.2
)%
 
73,964

 
51,947

 
(3.3
)%
 
645,872

Pacific Northwest
16,744

 
11,668

 
9.4
 %
 
40,437

 
28,104

 
6.3
 %
 
499,611

Northern California
64,120

 
48,805

 
12.2
 %
 
129,560

 
99,030

 
7.8
 %
 
1,401,286

Southern California
63,126

 
41,655

 
6.8
 %
 
103,919

 
71,054

 
4.5
 %
 
1,224,729

Total Established
331,805

 
230,509

 
5.5
 %
 
712,871

 
497,137

 
3.0
 %
 
7,432,186

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Stabilized
45,003

 
31,926

 
N/A

 
370,569

 
255,350

 
N/A

 
6,003,229

Development / Redevelopment
44,310

 
27,990

 
N/A

 
125,215

 
78,050

 
N/A

 
3,639,770

Land Held for Future Development
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
N/A

 
176,484

Non-allocated (2)
2,503

 
N/A

 
N/A

 
8,253

 
N/A

 
N/A

 
34,018

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
$
423,621

 
$
290,425

 
13.6
 %
 
$
1,216,908

 
$
830,537

 
16.5
 %
 
$
17,285,687

__________________________________

(1)
Does not include gross real estate assets held for sale of $245,060 as of September 30, 2014.
(2)
Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated to a reportable segment.
(3)
Results for the three months ended September 30, 2014 reflect the operating segments updated as of April 1, 2014, which include most stabilized communities acquired as part of the Archstone Acquisition in the Established Communities segment. Results for the nine months ended September 30, 2014 reflect the operating segments determined as of January 1, 2014, which include stabilized communities acquired as part of the Archstone Acquisition in the Other Stabilized segment.




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Table of Contents

8.  Stock-Based Compensation Plans

Information with respect to stock options granted under the Company’s 1994 Stock Option and Incentive Plan (the “1994 Plan”) and its 2009 Stock Option and Incentive Plan (the “2009 Plan”) is as follows (dollars in thousands, other than per share amounts):
 
 
2009 Plan
shares
 
Weighted average
exercise price
per share
 
1994 Plan
shares
 
Weighted average
exercise price
per share
 
 
 
 
 
 
 
 
 
Options Outstanding, December 31, 2014
 
340,062

 
$
122.67

 
272,402

 
$
104.96

Exercised
 
(54,719
)
 
121.70

 
(100,454
)
 
90.82

Forfeited
 
—

 
—

 
—

 
—

Options Outstanding, September 30, 2015
 
285,343

 
$
122.85

 
171,948

 
$
113.23

Options Exercisable, September 30, 2015
 
224,246

 
$
121.19

 
171,948

 
$
113.23


The Company granted 82,812 restricted stock units with an estimated aggregate compensation cost of $12,340,000, as part of its stock-based compensation plan, during the nine months ended September 30, 2015. The amount of restricted stock ultimately earned is based on the total shareholder return metrics related to the Company’s common stock for 53,164 restricted stock units and financial metrics related to operating performance and leverage metrics of the Company for 29,648 restricted stock units. For the portion of the grant for which the award is determined by the total shareholder return of the Company’s common stock, the Company used a Monte Carlo model to assess the compensation cost associated with the restricted stock units.  The estimated compensation cost was derived using the following assumptions: baseline share value of $166.23; dividend yield of approximately 3.0%; estimated volatility figures ranging from 14.7% to 17.4% over the life of the plan for the Company using 50% historical volatility and 50% implied volatility; and risk free rates over the life of the plan ranging from 0.07% to 1.09%, resulting in an average estimated fair value per restricted stock unit of $139.18. For the portion of the grant for which the award is determined by financial metrics, the estimated compensation cost was based on the baseline share value of $166.23 and the Company's estimate of corporate achievement for the financial metrics.

During the nine months ended September 30, 2015, the Company also issued 157,779 shares of restricted stock, of which 95,826 shares related to the conversion of restricted stock units to restricted shares, and the remaining 61,953 shares were new grants with a fair value of $10,721,000, based on the share price at the grant date.

At September 30, 2015, the Company had 247,888 outstanding unvested restricted shares granted under the Company's restricted stock awards. Restricted stock vesting during the nine months ended September 30, 2015 totaled 98,602 shares, of which 7,907 shares related to the conversion of restricted stock units and 90,695 shares related to restricted stock awards, which had fair values at the grant date ranging from $115.83 to $149.05 per share. The total grant date fair value of shares vested under restricted stock awards was $11,497,000 and $11,143,000 for the nine months ended September 30, 2015 and 2014, respectively.

Total employee stock-based compensation cost recognized in income was $11,255,000 and $9,897,000 for the nine months ended September 30, 2015 and 2014, respectively, and total capitalized stock-based compensation cost was $7,738,000 and $4,635,000 for the nine months ended September 30, 2015 and 2014, respectively. At September 30, 2015, there was a total unrecognized compensation cost of $326,000 for unvested stock options and $25,191,000 for unvested restricted stock and restricted stock units, which does not include estimated forfeitures. The unrecognized compensation cost for unvested stock options and restricted stock and restricted stock units is expected to be recognized over a weighted average period of 0.4 years and 3.7 years, respectively.

9.  Related Party Arrangements

Unconsolidated Entities

The Company manages unconsolidated real estate entities for which it receives asset management, property management, development and redevelopment fee revenue.  From these entities, the Company earned fees of $2,161,000 and $2,503,000 during the three months ended September 30, 2015 and 2014, respectively and $7,714,000 and $8,253,000 during the nine months ended September 30, 2015 and 2014, respectively.  These fees are included in management, development and other fees on the accompanying Condensed Consolidated Statements of Comprehensive Income. In addition, the Company has outstanding receivables associated with its management role of $3,270,000 and $6,868,000 as of September 30, 2015 and December 31, 2014, respectively.


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Table of Contents

Director Compensation

The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock awards in the amount of $293,000 and $250,000 in the three months ended September 30, 2015 and 2014, respectively, and $842,000 and $750,000 in the nine months ended September 30, 2015 and 2014, 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 $780,000 and $452,000 on September 30, 2015 and December 31, 2014, respectively. During the nine months ended September 30, 2015, the Company issued 46,589 shares in conjunction with the conversion of deferred stock awards.

10.  Fair Value

Financial Instruments Carried at Fair Value

Derivative Financial Instruments

Currently, the Company uses 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 September 30, 2015, 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.

Hedge ineffectiveness did not have a material impact on earnings of the Company for the three and nine months ended September 30, 2015, or any prior period, and the Company does not anticipate that it will have a material effect in the future.

The following table summarizes the consolidated derivative positions at September 30, 2015 (dollars in thousands):
 
Non-designated
Hedges
 
Cash Flow
Hedges
 
 
 
 
Notional balance
$
726,662

 
$
36,935

Weighted average interest rate (1)
1.8
%
 
2.3
%
Weighted average capped interest rate
5.8
%
 
5.9
%
Earliest maturity date
Feb 2016

 
Apr 2019

Latest maturity date
Jun 2020

 
Apr 2019

____________________________________

(1)
Represents the weighted average interest rate on the hedged debt.

Excluding derivatives executed to hedge secured debt on communities classified as held for sale, the Company had one derivative designated as a cash flow hedge and 15 derivatives not designated as hedges at September 30, 2015. Fair value changes for derivatives not in qualifying hedge relationships for the three and nine months ended September 30, 2015 and 2014 were not material. The Company reclassified $1,342,000 and $4,334,000 of deferred losses from accumulated other comprehensive income as a component of interest expense, net, for the three and nine months ended September 30, 2015, respectively. The Company reclassified $1,546,000 and $4,557,000 of deferred losses from accumulated other comprehensive income as a component of interest expense, net, for the three and nine months ended September 30, 2014, respectively. The Company anticipates reclassifying approximately $5,493,000 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.


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Table of Contents

The Company entered into additional derivative positions for hedging purposes in October 2015. See Note 11, "Subsequent Events," for further discussion.

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 three 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 principal protected accounts. The Company monitors credit ratings of these financial institutions and the concentration of cash and cash equivalent balances with any one financial institution and believes the likelihood of realizing material losses related to cash and cash equivalent balances is remote.  Cash and cash equivalents are carried at their face amounts, which reasonably approximate their fair values and are Level 1 within the fair value hierarchy.

Other Financial Instruments

Rents receivable, accounts and construction payable and accrued expenses and other liabilities are carried at their face amounts. Due to their short-term nature, this reasonably approximates 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.

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):

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Table of Contents

 
 
Total Fair Value
 
Quoted Prices
in Active
Markets for
 
Significant
Other
Observable
 
Significant
Unobservable
 
 
 
 
Identical Assets
 
Inputs
 
Inputs
Description
 
9/30/2015
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
 
 
 
 
 
 
 
 
Non-Designated Hedges
 
 
 
 
 
 
 
 
Interest Rate Caps
 
$
15

 
$
—

 
$
15

 
$
—

Cash Flow Hedges
 
 
 
 
 
 
 
 
Interest Rate Caps
 
8

 
—

 
8

 
—

Puts
 
(8,765
)
 
—

 
—

 
(8,765
)
DownREIT units
 
(1,311
)
 
(1,311
)
 
—

 
—

Indebtedness
 
 
 
 
 
 
 
 
Unsecured notes
 
(3,375,267
)
 
(3,375,267
)
 
—

 
—

Mortgage notes payable and unsecured term loan
 
(2,891,388
)
 
—

 
(2,891,388
)
 
—

Total
 
$
(6,276,708
)
 
$
(3,376,578
)
 
$
(2,891,365
)
 
$
(8,765
)

11.  Subsequent Events

The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion.

In October 2015:

The Company entered into $400,000,000 of forward interest rate swap agreements to reduce the impact of variability in interest rates on a portion of the Company’s expected debt issuance activity in 2016 and 2017. At maturity of the 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 impact from settling these positions will then be recognized over the life of the issued debt as a yield adjustment.



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Table of Contents

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business, financial condition and results of operations. This MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this report. This report, including the following MD&A, contains forward-looking statements regarding future events or trends 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 our Form 10-K for the year ended December 31, 2014 (the “Form 10-K”).

Capitalized terms used without definition have the meanings provided elsewhere in this Form 10-Q.

Executive Overview

Business Description

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, lower housing affordability and a diverse and vibrant quality of life. We believe these market characteristics offer the opportunity for superior risk-adjusted returns on apartment community investment relative to other markets. 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.

Our strategy is to be leaders in market research and capital allocation, delivering a range of multifamily offerings tailored to serve the needs of the most attractive customer segments in the best-performing submarkets of the United States. Our communities are predominately upscale 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.

Third Quarter 2015 Highlights

We experienced favorable operating performance in the third quarter of 2015:

•
Net income attributable to common stockholders for the three months ended September 30, 2015 was $206,142,000, a decrease of $34,958,000, or 14.5%, as compared to the prior year period. The decrease is primarily attributable to a decrease in equity in income of unconsolidated real estate entities, primarily due to gains on and our promoted interest from the sale of Avalon Chrystie Place in the prior year period, partially offset by an increase in NOI from newly developed and existing operating communities, gains from the extinguishment of debt, and an increase in real estate sales and related gains.

•
Established Communities NOI for the three months ended September 30, 2015 increased by $11,994,000, or 5.1%, over the prior year period. This increase was driven by an increase in rental revenue of 5.4%, partially offset by an increase in operating expenses of 6.4% compared to the prior year period.

The Company's overall increase in revenues was driven by both favorable operating performance from our stabilized operating communities and strong leasing activity for new development, which we expect to continue for the balance of 2015.


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Table of Contents

During the three months ended September 30, 2015, we completed the construction of two communities with an aggregate of 357 apartment homes for a total capitalized cost of $103,000,000. We also started construction of three communities expected to contain 889 apartment homes with an expected aggregate total capitalized cost of $293,400,000. At September 30, 2015, 27 communities expected to contain 8,649 apartment homes were under construction with a projected total capitalized cost of approximately $2,977,700,000.  In addition, as of September 30, 2015, we held a direct or indirect ownership interest in land or rights to land on which we expect to develop an additional 33 apartment communities that, if developed as expected, will contain an estimated 9,752 apartment homes, and will be developed for an aggregate total capitalized cost of $3,554,000,000, a decrease of $114,000,000 from our position as of June 30, 2015.

During the three months ended September 30, 2015, we sold Avalon Lyndhurst, located in Lyndhurst, NJ, containing 328 homes. Avalon Lyndhurst was sold for $99,000,000, and our gain was $35,216,000,

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

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, and exclude communities owned by the Residual JV.  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 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 period.  For the nine month periods ended September 30, 2015 and 2014, the Established Communities are communities that are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2014, are not conducting or planning to conduct substantial redevelopment activities and are not held for sale or planned for disposition within the current year. A community is considered to have stabilized occupancy at the earlier of (i) attainment of 95% physical occupancy or (ii) the one-year anniversary of completion of development or redevelopment.

•
Other Stabilized Communities are all other completed communities that we own and that are consolidated for financial reporting purposes, and that have stabilized occupancy, as defined above. Other Stabilized Communities do not include communities that are conducting or planning to conduct substantial redevelopment activities within the current year. 

•
Lease-Up Communities are communities where construction has been complete for less than one year and where physical occupancy has not reached 95%.

•
Redevelopment Communities are communities where substantial redevelopment is in progress or is planned to begin during the current year.  Redevelopment is considered substantial when capital invested during the reconstruction effort is expected to exceed 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 joint venture, and that have stabilized occupancy, as defined above.


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Table of Contents

Development Communities are communities that are under construction and for which a certificate or certificates of occupancy for the entire community have not been received.  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 September 30, 2015, 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
 
34

 
7,617

Metro NY/NJ
 
35

 
11,555

Mid-Atlantic
 
26

 
8,789

Pacific Northwest
 
14

 
3,444

Northern California
 
30

 
9,201

Southern California
 
41

 
11,188

Total Established
 
180

 
51,794

 
 
 
 
 
Other Stabilized Communities:
 
 

 
 

New England
 
9

 
2,137

Metro NY/NJ
 
6

 
1,404

Mid-Atlantic
 
3

 
970

Pacific Northwest
 
1

 
283

Northern California
 
6

 
1,201

Southern California
 
7

 
3,313

Non Core
 
3

 
1,014

Total Other Stabilized
 
35

 
10,322

 
 
 
 
 
Lease-Up Communities
 
12

 
3,262

 
 
 
 
 
Redevelopment Communities
 
8

 
2,675

 
 
 
 
 
Unconsolidated Communities
 
20

 
6,149

 
 
 
 
 
Total Current Communities
 
255

 
74,202

 
 
 
 
 
Development Communities
 
27

 
8,649

 
 
 
 
 
Total Communities
 
282

 
82,851

 
 
 
 
 
Development Rights
 
33

 
9,752



24
Table of Contents

Results of Operations

Our year-over-year operating performance is primarily affected by both overall and individual geographic market conditions and apartment fundamentals and is reflected in changes in NOI of our Established Communities; NOI derived from acquisitions and development completions; the loss of NOI related to disposed communities; and capital market and financing activity.  A comparison of our operating results for the three and nine months ended September 30, 2015 and 2014 follows (unaudited, dollars in thousands):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
$ Change
 
% Change
 
9/30/2015
 
9/30/2014
 
$ Change
 
% Change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue:
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Rental and other income
$
473,199

 
$
428,022

 
$
45,177

 
10.6
 %
 
$
1,367,473

 
$
1,236,154

 
$
131,319

 
10.6
 %
Management, development and other fees
2,161

 
2,503

 
(342
)
 
(13.7
)%
 
7,714

 
8,253

 
(539
)
 
(6.5
)%
Total revenue
475,360

 
430,525

 
44,835

 
10.4
 %
 
1,375,187

 
1,244,407

 
130,780

 
10.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses:
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Direct property operating expenses, excluding property taxes
98,793

 
88,412

 
10,381

 
11.7
 %
 
285,730

 
256,920

 
28,810

 
11.2
 %
Property taxes
50,416

 
44,996

 
5,420

 
12.0
 %
 
143,505

 
131,920

 
11,585

 
8.8
 %
Total community operating expenses
149,209

 
133,408

 
15,801

 
11.8
 %
 
429,235

 
388,840

 
40,395

 
10.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate-level property management and other indirect operating expenses
15,695

 
15,721

 
(26
)
 
(0.2
)%
 
51,497

 
44,697

 
6,800

 
15.2
 %
Investments and investment management expense
1,167

 
1,079

 
88

 
8.2
 %
 
3,274

 
3,195

 
79

 
2.5
 %
Expensed acquisition, development and other pursuit costs, net of recoveries
3,391

 
406

 
2,985

 
735.2
 %
 
5,251

 
3,139

 
2,112

 
67.3
 %
Interest expense, net
43,234

 
46,376

 
(3,142
)
 
(6.8
)%
 
133,398

 
132,631

 
767

 
0.6
 %
(Gain) loss on extinguishment of debt, net
(18,987
)
 
—

 
(18,987
)
 
100.0
 %
 
(26,736
)
 
412

 
(27,148
)
 
N/A (1)

Depreciation expense
120,184

 
111,836

 
8,348

 
7.5
 %
 
355,664

 
328,598

 
27,066

 
8.2
 %
General and administrative expense
10,503

 
11,290

 
(787
)
 
(7.0
)%
 
32,614

 
30,745

 
1,869

 
6.1
 %
Casualty and impairment loss (gain), net
658

 
—

 
658

 
100.0
 %
 
(10,668
)
 
—

 
(10,668
)
 
100.0
 %
Total other expenses
175,845

 
186,708

 
(10,863
)
 
(5.8
)%
 
544,294

 
543,417

 
877

 
0.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity in income of unconsolidated real estate entities
20,554

 
130,592

 
(110,038
)
 
(84.3
)%
 
68,925

 
143,527

 
(74,602
)
 
(52.0
)%
Gain on sale of real estate
—

 
—

 
—

 
—
 %
 
9,647

 
—

 
9,647

 
100.0
 %
Gain on sale of communities
35,216

 
—

 
35,216

 
100.0
 %
 
106,151

 
60,945

 
45,206

 
74.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
206,076

 
241,001

 
(34,925
)
 
(14.5
)%
 
586,381

 
516,622

 
69,759

 
13.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations:
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
Income from discontinued operations
—

 
—

 
—

 
—
 %
 
—

 
310

 
(310
)
 
(100.0
)%
Gain on sale of discontinued operations
—

 
—

 
—

 
—
 %
 
—

 
37,869

 
(37,869
)
 
(100.0
)%
Total discontinued operations
—

 
—

 
—

 
—
 %
 
—

 
38,179

 
(38,179
)
 
(100.0
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
206,076

 
241,001

 
(34,925
)
 
(14.5
)%
 
586,381

 
554,801

 
31,580

 
5.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss (income) attributable to noncontrolling interests
66

 
99

 
(33
)
 
(33.3
)%
 
229

 
(13,872
)
 
14,101

 
N/A (1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
206,142

 
$
241,100

 
$
(34,958
)
 
(14.5
)%
 
$
586,610

 
$
540,929

 
$
45,681

 
8.4
 %
_________________________

(1)
Percent change is not meaningful.

25
Table of Contents

Net income attributable to common stockholders decreased $34,958,000, or 14.5%, to $206,142,000 for the three months ended September 30, 2015 and increased $45,681,000, or 8.4%, to $586,610,000 for the nine months ended September 30, 2015, as compared to the respective prior year periods. The decrease for the three months ended September 30, 2015 is primarily attributable to a decrease in equity in income of unconsolidated real estate entities, primarily due to gains on and our promoted interest from the sale of Avalon Chrystie Place in the prior year period, partially offset by an increase in NOI from newly developed and existing operating communities, gains from the extinguishment of debt, and an increase in real estate sales and related gains. The increase for the nine months ended September 30, 2015 is primarily attributable to an increase in NOI from newly developed and existing operating communities, gains from net insurance recoveries and the extinguishment of debt, as well as an increase in real estate sales and related gains, partially offset by a decrease in equity in income of unconsolidated real estate entities.

NOI is considered by management to be an important and appropriate supplemental performance measure to net income because it helps both investors and management to understand the core operations of a community or communities prior to the allocation of any corporate-level or financing-related costs.  NOI reflects the operating performance of a community and allows for an easy comparison of the operating performance of individual assets or groups of assets.  In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impacts to overhead 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 interest expense, gain (loss) on extinguishment of debt, general and administrative expense, joint venture income (loss), depreciation expense, casualty and impairment loss (gain), net, gain on sale of real estate assets, gain on sale of discontinued operations, income from discontinued operations and net operating income from real estate assets sold or held for sale, not classified as discontinued operations.

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 three and nine months ended September 30, 2015 and 2014 to net income for each period are as follows (unaudited, dollars in thousands):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
 
 
 
 
 
 
 
Net income
$
206,076

 
$
241,001

 
$
586,381

 
$
554,801

Indirect operating expenses, net of corporate income
13,427

 
13,173

 
43,642

 
36,333

Investments and investment management expense
1,167

 
1,079

 
3,274

 
3,195

Expensed acquisition, development and other pursuit costs, net of recoveries
3,391

 
406

 
5,251

 
3,139

Interest expense, net (1)
43,234

 
46,376

 
133,398

 
132,631

(Gain) loss on extinguishment of debt, net
(18,987
)
 
—

 
(26,736
)
 
412

General and administrative expense
10,503

 
11,290

 
32,614

 
30,745

Equity in income loss of unconsolidated real estate entities
(20,554
)
 
(130,592
)
 
(68,925
)
 
(143,527
)
Depreciation expense (1)
120,184

 
111,836

 
355,664

 
328,598

Casualty and impairment loss (gain), net
658

 
—

 
(10,668
)
 
—

Gain on sale of real estate assets
(35,216
)
 
—

 
(115,798
)
 
(60,945
)
Gain on sale of discontinued operations
—

 
—

 
—

 
(37,869
)
Income from discontinued operations
—

 
—

 
—

 
(310
)
Net operating income from real estate assets sold or held for sale, not classified as discontinued operations
(843
)
 
(4,144
)
 
(3,634
)
 
(16,666
)
Net operating income
$
323,040

 
$
290,425

 
$
934,463

 
$
830,537

____________________________

(1) Includes amounts associated with assets sold or held for sale, not classified as discontinued operations.


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Table of Contents

The NOI changes for the three and nine months ended September 30, 2015, compared to the prior year period, consist of changes in the following categories (unaudited, dollars in thousands):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2015
 
 

 
 
Established Communities
$
11,994

 
$
35,186

Other Stabilized Communities
3,692

 
27,976

Development and Redevelopment Communities
16,929

 
40,764

Total
$
32,615

 
$
103,926


The increase in our Established Communities’ NOI for the three and nine months ended September 30, 2015 is due to increased rental rates, partially offset by increased operating expenses. For the balance of 2015, we expect continued rental revenue growth over the prior year, offset partially by an expected increase in operating expenses. We expect our operating expenses will continue at a level above the prior year period for the remainder of the year.

Rental and other income increased in the three and nine months ended September 30, 2015 compared to the prior year periods due to additional rental income generated from newly developed and existing operating communities and an increase in rental rates at our Established Communities.

Consolidated Communities — The weighted average number of occupied apartment homes increased to 63,944 apartment homes for the nine months ended September 30, 2015, compared to 61,114 homes for the prior year period. The weighted average monthly revenue per occupied apartment home increased to $2,369 for the nine months ended September 30, 2015 compared to $2,243 in the prior year period.

Established Communities — Rental revenue increased $18,366,000, or 5.4%, for the three months ended September 30, 2015 compared to the prior year period due to an increase in average rental rates of 5.8% to $2,400 per apartment home, partially offset by a 0.4% decrease in economic occupancy to 95.3%. Rental revenue increased $48,207,000, or 4.9%, for the nine months ended September 30, 2015 compared to the prior year period due to an increase in average rental rates of 5.1% to $2,337 per apartment home, and was partially offset by a 0.2% decrease in economic occupancy to 95.6%. 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.

The Metro New York/New Jersey region accounted for approximately 27.7% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 3.3% compared to the prior year period. Average rental rates increased 3.8% to $2,899 per apartment home, and were partially offset by a 0.5% decrease in economic occupancy to 95.7% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 2.3% during the three months ended September 30, 2015. While New York City is beginning to see a larger pipeline of new apartment deliveries, suburban markets surrounding the city are more insulated from this new competition, and we expect to see continued growth over the prior year period in the Metro New York/New Jersey region in 2015.

The Northern California region accounted for approximately 19.4% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 9.3% compared to the prior year period. Average rental rates increased 10.0% to $2,556 per apartment home, and were partially offset by a 0.7% decrease in economic occupancy to 95.6% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 4.0% during the three months ended September 30, 2015. While new apartment supply may slow revenue growth in future periods, we expect the strength in the technology industry to continue to fuel demand for apartment homes during 2015.

The Southern California region accounted for approximately 18.3% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 6.3% compared to the prior year period. Average rental rates increased 6.3% to $1,972 per apartment home, and economic occupancy remained consistent at 95.9% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 2.9% during the three months ended September 30, 2015. Southern California has seen steady job growth and limited new apartment supply, which we expect will continue to support favorable operating results during 2015.


27
Table of Contents

The Mid-Atlantic region accounted for approximately 15.0% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 0.7%, compared to the prior year period.  Average rental rates increased 0.5% to $2,071 per apartment home, and economic occupancy increased 0.2% to 95.5% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 0.6% for the three months ended September 30, 2015. Although new apartment supply will remain elevated, accelerating job growth is expected to support continued modest growth in 2015.

The New England region accounted for approximately 14.1% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 3.9% compared to the prior year period. Average rental rates increased 3.6% to $2,244 per apartment home, and economic occupancy increased 0.3% to 95.6% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 2.8% during the three months ended September 30, 2015. Accelerating employment growth in the medical, education and technology fields is supporting apartment demand in the greater Boston metro area. The Fairfield market continues to experience moderate economic growth due to the area’s greater exposure to the financial services sector, which has experienced slower job growth during this recovery than other industries.

The Pacific Northwest region accounted for approximately 5.5% of Established Community rental revenue for the nine months ended September 30, 2015, and experienced an increase in rental revenue of 7.1% compared to the prior year period. Average rental rates increased 7.2% to $1,930 per apartment home, and were partially offset by 0.1% decrease in economic occupancy to 95.2% for the nine months ended September 30, 2015, compared to the prior year period. Sequential revenue increased over the prior quarter by 2.4% during the three months ended September 30, 2015. We believe that rental revenue growth will continue during the remainder of 2015 although it may be tempered by the delivery of new apartment homes, particularly in the urban core of Seattle.

In accordance with GAAP, cash concessions are amortized as an offset to rental revenue over the approximate lease term, which is generally one year.  As a supplemental measure, we also present rental revenue with concessions stated on a cash basis to help investors evaluate the impact of both current and historical concessions on GAAP based rental revenue and to more readily enable comparisons to revenue as reported by other companies.  Rental revenue with concessions stated on a cash basis also allows investors to understand historical trends in cash concessions, as well as current rental market conditions.

The following table reconciles total rental revenue in conformity with GAAP to total rental revenue adjusted to state concessions on a cash basis for our Established Communities for the three and nine months ended September 30, 2015 and 2014 (unaudited, dollars in thousands):
 
 
For the three months ended
 
For the nine months ended
 
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
 
 
 
 
 
 
 
 
Rental revenue (GAAP basis)
 
$
355,451

 
$
337,085

 
$
1,041,707

 
$
993,500

Concessions amortized
 
195

 
928

 
844

 
3,950

Concessions granted
 
(132
)
 
(377
)
 
(475
)
 
(2,821
)
 
 
 
 
 
 
 
 
 
Rental revenue adjusted to state concessions on a cash basis
 
$
355,514

 
$
337,636

 
$
1,042,076

 
$
994,629

 
 
 
 
 
 
 
 
 
Year-over-year % change — GAAP revenue
 
 

 
5.4
%
 
 
 
4.9
%
 
 
 
 
 
 
 
 
 
Year-over-year % change — cash concession based revenue
 
 

 
5.3
%
 
 
 
4.8
%

Management, development and other fees decreased $342,000, or 13.7%, and $539,000, or 6.5%, for the three and nine months ended September 30, 2015, respectively, as compared to the prior year periods. The decrease for the three and nine months ended September 30, 2015 is primarily due to lower property and asset management fees earned as a result of dispositions from Fund I and Fund II. The decrease for the nine months ended September 30, 2015 was partially offset by an increase in disposition fees related to the sale of a community owned within the Residual JV.
  
Direct property operating expenses, excluding property taxes increased $10,381,000, or 11.7%, and $28,810,000, or 11.2%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The increases for the three and nine months ended September 30, 2015 are primarily due to the addition of newly developed apartment communities. The increase for the nine months ended September 30, 2015 is also due to snow removal and other costs related to the severe winter storms in our Northeast markets during the first quarter of 2015.


28
Table of Contents

For Established Communities, direct property operating expenses, excluding property taxes, increased $3,659,000, or 5.4%, and $9,227,000, or 4.6%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The increases for the three and nine months ended September 30, 2015 are primarily due to increased repairs and maintenance costs, payroll and benefit costs, and insurance costs. The increase for the nine months ended September 30, 2015 is also due to snow removal and other costs related to the severe winter storms in our Northeast markets during the first quarter of 2015.

Property taxes increased $5,420,000, or 12.0%, and $11,585,000, or 8.8% for the three and nine months ended September 30, 2015 compared to the prior year periods. The increases for the three and nine months ended September 30, 2015 are primarily due to the addition of newly developed apartment communities and successful appeals and reductions of supplemental taxes in the prior year period in excess of the current year period, coupled with increased tax rates and assessments across our portfolio.

For Established Communities, property taxes increased $2,913,000, or 8.5%, and $3,823,000, or 3.7%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The increases for the three and nine months ended September 30, 2015 are primarily due to successful appeals and reductions of supplemental taxes in the prior year period in excess of the current year period, related primarily to the Company’s West Coast markets, coupled with higher rates and assessments. We expect property taxes to continue to increase for the balance of 2015 over 2014. 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). Massachusetts also has laws in place to limit property tax increases. We evaluate property tax increases internally and also engage third-party consultants to assist in our evaluations. We appeal property tax increases when appropriate.

Corporate-level property management and other indirect operating expenses decreased $26,000, or 0.2%, and increased $6,800,000, or 15.2%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The increase for the nine months ended September 30, 2015 is primarily due to an increase in compensation related costs including certain employee separation costs, coupled with increased activities related to re-branding and corporate initiatives.

Expensed acquisition, development and other pursuit costs primarily reflect the costs incurred related to our asset investment activity, as well as abandoned pursuit costs. Abandoned pursuit costs include costs incurred for development pursuits not yet considered probable for development, as well as the abandonment of Development Rights and disposition pursuits, and also includes costs related to acquisition pursuits. These costs can be volatile, particularly in periods of increased acquisition activity, periods of economic downturn or when there is limited access to capital, and the costs may vary significantly from period to period. These costs increased $2,985,000, or 735.2%, and $2,112,000, or 67.3%, for the three and nine months ended September 30, 2015 compared to the prior year periods, primarily as a result of increased acquisition costs for land acquired for development, as compared to the prior year periods.

Interest expense, net decreased $3,142,000, or 6.8%, and increased $767,000, or 0.6%, for the three and nine months ended September 30, 2015 compared to the prior year periods. 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 decrease for the three months ended September 30, 2015 is primarily due to the repayment of secured indebtedness in 2015 and increased capitalized interest, partially offset by increased unsecured debt outstanding in 2015. The increase for the nine months ended September 30, 2015 is primarily due to an increase in the aggregate principal amount of unsecured debt outstanding resulting from the issuance of $525,000,000 principal amount of unsecured notes during the period, partially offset by decreased interest expense resulting from the repayment of secured indebtedness and increased capitalized interest during the current year period.

(Gain) loss on extinguishment of debt, net resulted in a gain of $18,987,000 and $26,736,000 for the three and nine months ended September 30, 2015, primarily due to the write-off of unamortized premium, net of unamortized deferred financing costs and any applicable related prepayment penalties associated with the early repayment of certain debt assumed as part of the Archstone Acquisition.

Depreciation expense increased $8,348,000, or 7.5%, and $27,066,000, or 8.2%, for the three and nine months ended September 30, 2015 compared to the prior year periods, primarily due to the addition of newly developed and acquired apartment communities.

General and administrative expense (“G&A”) decreased $787,000, or 7.0%, and increased $1,869,000, or 6.1%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The decrease for the three months ended September 30, 2015 is primarily due to decreases in compensation related expenses. The increase for the nine months ended September 30, 2015 is primarily due to legal settlement proceeds received in 2014 not present in the current year periods, partially offset by a decrease in compensation expense, including severance, in the nine months ended September 30, 2015 as compared to the prior year period.


29
Table of Contents

Casualty and impairment loss (gain), net for the three months ended September 30, 2015 consists of additional incident expenses from the fire at Edgewater. For the nine months ended September 30, 2015, casualty and impairment loss (gain), net consists of Edgewater insurance proceeds received, partially offset by (i) incident and demolition expenses and the write-off of the net book value of the fixed assets destroyed in the fire at Edgewater, (ii) property and casualty damages incurred across several communities in our Northeast markets related to severe winter storms, and (iii) an impairment charge recognized for a parcel of land sold during 2015.

Equity in income of unconsolidated real estate entities decreased $110,038,000, or 84.3%, and $74,602,000, or 52.0%, for the three and nine months ended September 30, 2015 compared to the prior year periods. The decrease for the three and nine months ended September 30, 2015 is primarily due to both gains on, and our promoted interests from, the sale of communities in various ventures, including the disposition of Avalon Chrystie Place in the prior year periods, in excess of gains on dispositions in the three and nine months ended September 30, 2015. The decrease for the nine months ended September 30, 2015 was also partially offset by amounts received related to the modification of the joint venture agreement for the entity that owns Avalon at Mission Bay North II to eliminate our promoted interest in future distributions, as well as the settlement of outstanding legal claims and net gains on the sales of communities in various ventures.

Gain on sale of real estate increased for the nine months ended September 30, 2015 compared to the prior year periods, as a result of the gain on sale of air rights, representing the right to increase density for future residential development, and two undeveloped land parcels.

Gain on sale of communities increased for the three and nine months ended September 30, 2015. 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. Prior to our adoption of ASU 2014-08 as of January 1, 2014, gain on sale of communities was presented in gain on sale of discontinued operations.

Income from discontinued operations represents the net income generated by real estate sold and qualifying as discontinued operations during the period from January 1, 2014 through September 30, 2015. The decrease in the nine months ended September 30, 2015, compared to the prior year period, is due to the change in accounting guidance for discontinued operations as discussed above.

Gain on sale of discontinued operations decreased for the nine months ended September 30, 2015 compared to the prior year period. After our adoption of ASU 2014-08 as of January 1, 2014, gain on sale of communities is presented separately from gain on sale of discontinued operations.

Net loss (income) attributable to noncontrolling interests for the three and nine months ended September 30, 2015 resulted in an allocation of loss of $66,000 and $229,000, respectively, as compared to a loss of $99,000 and income of $13,872,000 for the three and nine months ended September 30, 2014, respectively. The nine months ended September 30, 2014 include our joint venture partners' 84.8% interest in the gain on the sale of a Fund I community that was consolidated for financial reporting purposes, in the amount of $14,132,000.

Funds from Operations Attributable to Common Stockholders (“FFO”)

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 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.

FFO is considered by management to be an appropriate supplemental measure of our operating and financial performance.  In calculating FFO, we exclude gains or losses related to dispositions of previously depreciated property and exclude real estate depreciation, which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates.  FFO can help one compare the operating performance of a real estate company between periods or as compared to different companies.  We believe that in order to understand our operating results, FFO should be examined with net income as presented in our Condensed Consolidated Financial Statements included elsewhere in this report.


30
Table of Contents

FFO does not represent net income attributable to common stockholders in accordance with GAAP, and therefore it should not be considered an alternative to net income, which remains the primary measure of performance.  In addition, FFO as calculated by other REITs may not be comparable to our calculation of FFO.

The following is a reconciliation of net income attributable to common stockholders to FFO (unaudited, dollars in thousands, except per share amounts):
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
206,142

 
$
241,100

 
$
586,610

 
$
540,929

Depreciation - real estate assets, including discontinued operations and joint venture adjustments
121,018

 
113,558

 
359,195

 
334,177

Distributions to noncontrolling interests, including discontinued operations
9

 
9

 
28

 
26

Gain on sale of unconsolidated entities holding previously depreciated real estate assets
(20,074
)
 
(72,446
)
 
(30,947
)
 
(72,897
)
Gain on sale of previously depreciated real estate assets (1)
(35,216
)
 
—

 
(106,151
)
 
(84,682
)
Impairment due to casualty loss
—

 
—

 
4,195

 
—

FFO attributable to common stockholders
$
271,879

 
$
282,221

 
$
812,930

 
$
717,553

 
 
 
 
 
 
 
 
Weighted average common shares outstanding - diluted
134,709,460

 
131,905,995

 
133,663,770

 
130,728,000

EPS per common share - diluted
$
1.53

 
$
1.83

 
$
4.39

 
$
4.14

FFO per common share - diluted
$
2.02

 
$
2.14

 
$
6.08

 
$
5.49

_________________________

(1)
Amount for the three and nine months ended September 30, 2014 excludes $14,132, representing our joint venture partners' portion of the gain on sale from a Fund I community which was consolidated for financial reporting purposes.

FFO also does not represent cash generated from operating activities in accordance with GAAP, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by GAAP, as a measure of liquidity.  Additionally, it is not necessarily indicative of cash available to fund cash needs.

A presentation of GAAP based cash flow metrics is as follows (unaudited, dollars in thousands) and a discussion of “Liquidity and Capital Resources” can be found later in this report:
 
For the three months ended
 
For the nine months ended
 
9/30/2015
 
9/30/2014
 
9/30/2015
 
9/30/2014
Net cash provided by operating activities
$
302,370

 
$
231,718

 
$
794,272

 
$
641,429

Net cash used in investing activities
$
(292,166
)
 
$
(184,979
)
 
$
(986,515
)
 
$
(496,495
)
Net cash provided by (used in) financing activities
$
243,227

 
$
(32,452
)
 
$
1,340

 
$
13,739


Liquidity and Capital Resources

We believe our principal short-term liquidity needs are to fund:

•
development and redevelopment activity in which we are currently engaged;
•
the minimum dividend payments on our common stock required to maintain our REIT qualification under the Code;
•
debt service and principal payments either at maturity or opportunistically before maturity; and
•
normal recurring operating 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

31
Table of Contents

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 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, including common equity that we may issue pursuant to a continuous equity program that we may commence in the future to replace our previous continuous equity program, which expired during the third quarter of 2015); the sale of apartment communities; or through the formation of joint ventures. 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.

Unrestricted cash and cash equivalents totaled $318,557,000 at September 30, 2015, a decrease of $190,903,000 from $509,460,000 at December 31, 2014. As presented in our Condensed Consolidated Statements of Cash Flows included elsewhere in this report, the following discussion relates to changes in cash due to operating, investing and financing activities.

Operating Activities — Net cash provided by operating activities increased to $794,272,000 for the nine months ended September 30, 2015 from $641,429,000 for the nine months ended September 30, 2014. The change was driven primarily by increased NOI from existing and newly developed communities and the timing of payments of corporate obligations.

Investing Activities — Net cash used in investing activities of $986,515,000 for the nine months ended September 30, 2015 related to investments in assets primarily through development and redevelopment, partially offset by proceeds received for dispositions and distributions from unconsolidated joint ventures. During the nine months ended September 30, 2015, we invested $1,311,074,000 in the following:

•
we invested approximately $1,265,829,000 in the development and redevelopment of communities including $475,780,000 for the acquisition of land for development; and
•
we had capital expenditures of $45,245,000 for our operating communities and non-real estate assets.

These amounts are partially offset by:

•
proceeds from dispositions of $232,415,000;
•
insurance recoveries for property damage claims related to Edgewater of $44,142,000; and
•
net distributions from unconsolidated joint ventures in the amount of $46,992,000.

Financing Activities — Net cash provided by financing activities totaled $1,340,000 for the nine months ended September 30, 2015.  The net cash provided by primarily due to:

•
issuance of common stock in the amount of $674,631,000, including $659,423,000 from the settlement of the Forward;
•
proceeds from the issuance of unsecured notes in the amount of $524,066,000; and
•
borrowing the final $50,000,000 available to us on the Term Loan.

These amounts are partially offset by:

•
repayment of secured notes in the amount of $743,653,000;
•
payment of cash dividends in the amount of $484,251,000; and
•
redemption of preferred interest obligation in the amount of $14,410,000.


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Table of Contents

Variable Rate Unsecured Credit Facility

The Company has a $1,300,000,000 revolving variable rate unsecured credit facility with a syndicate of banks (the “Credit Facility”) which matures in April 2017. We may extend the maturity for up to one year through the exercise of two, six month extension options for an aggregate fee of $1,950,000. The Credit Facility bears interest at varying levels based on the London Interbank Offered Rate (“LIBOR”), rating levels achieved on our unsecured notes and on a maturity schedule selected by us. The current stated pricing is LIBOR plus 0.95% (1.14% at October 30, 2015 assuming a one month borrowing rate). The annual facility fee is 0.15% (or approximately $1,950,000 annually based on the $1,300,000,000 facility size and based on our current credit rating).

We had no borrowings outstanding under the Credit Facility and had $46,099,000 outstanding in letters of credit that reduced our borrowing capacity as of October 30, 2015.

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 September 30, 2015.

In addition, our secured borrowings may include yield maintenance, defeasance, or prepayment penalty provisions, which would result in us incurring an additional charge in the event of a full or partial prepayment of outstanding principal before the scheduled maturity. These provisions in our secured borrowings are generally consistent with other similar types of debt instruments issued during the same time period in which our borrowings were secured.

Continuous Equity Offering Program

CEP III expired on August 3, 2015, and we had no sales under the program during 2015.

Forward Equity Contract

On September 9, 2014, based on a market closing price of $155.83 per share on that date, we entered into a forward contract to sell 4,500,000 shares of common stock for an initial forward price of $151.74 per share, net of offering fees and discounts (the "Forward"). The sales price and proceeds achieved were determined on the dates of settlement, with adjustments during the term of the contract for our dividends as well as for a daily interest factor that varies with changes in the Fed Funds rate. During the three months ended September 30, 2015, we issued 3,890,725 shares of common stock at a sales price of $146.35 per share, for net proceeds of $569,423,000, for final settlement of the Forward. In the aggregate, the Company issued 4,500,000 shares for net proceeds of $659,423,000 for settlement of the Forward during the nine months ended September 30, 2015.

Forward Interest Rate Swap Agreements

In October 2015, we entered into $400,000,000 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 2016 and 2017. At maturity of the 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 impact from settling these positions will then be recognized over the life of the issued debt as a yield adjustment.

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

33
Table of Contents

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 the nine months ended September 30, 2015:

•
In January 2015, in conjunction with the disposition of Avalon on Stamford Harbor, we substituted AVA Belltown as collateral for the disposed community's outstanding fixed rate secured mortgage loan.

•
In March 2015, we borrowed the final $50,000,000 available under the Term Loan, maturing in March 2021.

•
In April 2015, we repaid an aggregate of $481,582,000 principal amount of secured indebtedness, which includes eight fixed rate mortgage loans secured by eight wholly-owned operating communities, at par. The indebtedness had an aggregate effective interest rate of 3.12%, and a stated maturity date of November 2015. We incurred a gain on the early debt extinguishment of $8,724,000, representing the excess of the write-off of unamortized premium from the debt assumed in the Archstone Acquisition.

•
In May 2015, we issued $525,000,000 principal amount of unsecured notes in a public offering under our existing shelf registration statement for net proceeds of approximately $520,653,000. The notes mature in June 2025 and were issued at a 3.45% coupon interest rate.

•
In June 2015, we repaid a $15,778,000 fixed rate secured mortgage note with an effective interest rate of 7.50% in advance of its February 2041 maturity date, recognizing a charge of $455,000 for a prepayment penalty and write-off of deferred financing costs.

•
In June 2015, we repaid a $7,805,000 fixed rate secured mortgage note with an effective interest rate of 7.84% at par and without penalty in advance of its May 2027 maturity date, recognizing a charge of $263,000 for the write-off of deferred financing costs.

•
In June 2015, we repaid the Edgewater $74,531,000 fixed rate secured mortgage note with an effective interest rate of 5.95% at par and without penalty in advance of its May 2019 maturity date, recognizing a charge of $259,000 for the write-off of deferred financing costs.

•
In July 2015, we repaid a $140,346,000 fixed rate secured mortgage note with an effective interest rate of 5.56% in advance of its May 2053 maturity date, resulting in a recognized gain of $18,987,000, consisting of the write off of unamortized premium net of deferred financing costs of $30,215,000, partially offset by a prepayment penalty of $11,228,000.

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 September 30, 2015 and December 31, 2014 (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
 
Scheduled Maturities
Community
 
 
 
12/31/2014
 
9/30/2015
 
2015
 
2016
 
2017
 
2018
 
2019
 
Thereafter
Tax-exempt bonds (2)
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fixed rate
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Eaves Washingtonian Center I
 
7.84
%
 
May-2027
(3)
$
8,011

 
$
—


$
—

 
$
—

 
$
—

 
$
—

 
$
—

 
$
—

Avalon Oaks
 
7.50
%
 
Feb-2041
(3)
15,887

 
—


—

 
—

 
—

 
—

 
—

 
—

Avalon Oaks West
 
7.54
%
 
Apr-2043

15,847

 
15,700


100

 
211

 
225

 
241

 
257

 
14,666

Avalon at Chestnut Hill
 
6.16
%
 
Oct-2047

39,545

 
39,205


232

 
482

 
509

 
536

 
566

 
36,880

Avalon Westbury
 
4.13
%
 
Nov-2036
(4)
62,200

 
62,200


—

 
—

 
—

 
—

 
—

 
62,200

 
 
 

 
 
 
141,490

 
117,105

 
332

 
693

 
734

 
777

 
823

 
113,746

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate (5)
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Avalon at Mountain View
 
0.76
%
 
Feb-2017
(6)
18,100

 
17,800


—

 
—

 
17,800

 
—

 
—

 
—

Avalon at Mission Viejo
 
1.20
%
 
Jun-2025
(6)
7,635

 
7,635


—

 
—

 
—

 
—

 
—

 
7,635

AVA Nob Hill
 
1.11
%
 
Jun-2025
(6)
20,800

 
20,800


—

 
—

 
—

 
—

 
—

 
20,800

Avalon Campbell
 
1.44
%
 
Jun-2025
(6)
38,800

 
38,800


—

 
—

 
—

 
—

 
—

 
38,800

Eaves Pacifica
 
1.46
%
 
Jun-2025
(6)
17,600

 
17,600


—

 
—

 
—

 
—

 
—

 
17,600


34
Table of Contents

Avalon Bowery Place I
 
2.95
%
 
Nov-2037
(6)
93,800

 
93,800


—

 
—

 
—

 
—

 
—

 
93,800

Avalon Acton
 
1.48
%
 
Jul-2040
(6)
45,000

 
45,000


—

 
—

 
—

 
—

 
—

 
45,000

Avalon Walnut Creek
 
1.32
%
 
Mar-2046
(4)
116,000

 
116,000


—

 
—

 
—

 
—

 
—

 
116,000

Avalon Walnut Creek
 
1.32
%
 
Mar-2046
(4)
10,000

 
10,000


—

 
—

 
—

 
—

 
—

 
10,000

Avalon Morningside Park
 
1.50
%
 
May-2046
(4)
100,000

 
100,000


—

 
—

 
—

 
—

 
—

 
100,000

Avalon Clinton North
 
1.71
%
 
Nov-2038
(6)
147,000

 
147,000


—

 
—

 
—

 
—

 
—

 
147,000

Avalon Clinton South
 
1.71
%
 
Nov-2038
(6)
121,500

 
121,500


—

 
—

 
—

 
—

 
—

 
121,500

Avalon Midtown West
 
1.62
%
 
May-2029
(6)
100,500

 
100,500


—

 
—

 
—

 
—

 
—

 
100,500

Avalon San Bruno
 
1.60
%
 
Dec-2037
(6)
64,450

 
64,450


—

 
—

 
—

 
—

 
—

 
64,450

Avalon Calabasas
 
1.67
%
 
Apr-2028
(6)
44,410

 
44,410


—

 
—

 
—

 
128

 
403

 
43,879

 
 
 
 
 
 
945,595

 
945,295

 
—

 
—

 
17,800

 
128

 
403

 
926,964

Conventional loans (2)
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Fixed rate
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

$250 Million unsecured notes
 
5.89
%
 
Sep-2016

250,000

 
250,000


—

 
250,000

 
—

 
—

 
—

 
—

$250 Million unsecured notes
 
5.82
%
 
Mar-2017

250,000

 
250,000


—

 
—

 
250,000

 
—

 
—

 
—

$250 Million unsecured notes
 
6.19
%
 
Mar-2020

250,000

 
250,000


—

 
—

 
—

 
—

 
—

 
250,000

$250 Million unsecured notes
 
4.04
%
 
Jan-2021

250,000

 
250,000


—

 
—

 
—

 
—

 
—

 
250,000

$450 Million unsecured notes
 
4.30
%
 
Sep-2022

450,000

 
450,000


—

 
—

 
—

 
—

 
—

 
450,000

$250 Million unsecured notes
 
3.00
%
 
Mar-2023

250,000

 
250,000


—

 
—

 
—

 
—

 
—

 
250,000

$400 Million unsecured notes
 
3.78
%
 
Oct-2020

400,000

 
400,000


—

 
—

 
—

 
—

 
—

 
400,000

$350 Million unsecured notes
 
4.30
%
 
Dec-2023

350,000

 
350,000


—

 
—

 
—

 
—

 
—

 
350,000

$300 Million unsecured notes
 
3.66
%
 
Nov-2024

300,000

 
300,000


—

 
—

 
—

 
—

 
—

 
300,000

$525 Million unsecured notes
 
3.55
%
 
Jun-2025
 
—

 
525,000

  
—

 
—

 
—

 
—

 
—

 
525,000

Avalon Orchards
 
7.79
%
 
Jul-2033

17,091

 
16,742


239

 
503

 
539

 
577

 
619

 
14,265

Avalon Darien
 
6.23
%
 
Dec-2015
(7)
47,700

 
47,079


47,079

 
—

 
—

 
—

 
—

 
—

AVA Stamford
 
6.13
%
 
Dec-2015
(7)
57,423

 
56,664


56,664

 
—

 
—

 
—

 
—

 
—

Avalon Walnut Creek
 
4.30
%
 
Jul-2066

3,042

 
3,289


—

 
—

 
—

 
—

 
—

 
3,289

Avalon Shrewsbury
 
5.92
%
 
May-2019

20,174

 
19,947


80

 
323

 
346

 
367

 
18,831

 
—

Eaves Trumbull
 
5.93
%
 
May-2019

39,452

 
39,007


156

 
631

 
676

 
717

 
36,827

 
—

AVA Belltown
 
6.00
%
 
May-2019
(8)
62,724

 
62,015


246

 
1,003

 
1,075

 
1,140

 
58,551

 
—

Avalon Freehold
 
5.95
%
 
May-2019

34,973

 
34,578


137

 
559

 
599

 
636

 
32,647

 
—

Avalon Run East
 
5.95
%
 
May-2019

37,475

 
37,052


147

 
599

 
642

 
681

 
34,983

 
—

Eaves Nanuet
 
6.06
%
 
May-2019

63,242

 
62,527


248

 
1,011

 
1,083

 
1,150

 
59,035

 
—

Avalon at Edgewater
 
5.95
%
 
May-2019
(3)
75,012

 
—


—

 
—

 
—

 
—

 
—

 
—

Avalon Foxhall
 
6.06
%
 
May-2019

56,341

 
55,705


222

 
901

 
965

 
1,024

 
52,593

 
—

Avalon at Gallery Place
 
6.06
%
 
May-2019

43,776

 
43,282


172

 
700

 
750

 
796

 
40,864

 
—

Avalon at Traville
 
5.91
%
 
May-2019

74,186

 
73,348


291

 
1,186

 
1,271

 
1,348

 
69,252

 
—

Avalon Bellevue
 
5.92
%
 
May-2019

25,491

 
25,203


100

 
408

 
437

 
463

 
23,795

 
—

Avalon on The Alameda
 
5.91
%
 
May-2019

51,539

 
50,957


203

 
824

 
883

 
937

 
48,110

 
—

Avalon at Mission Bay North
 
5.90
%
 
May-2019

69,955

 
69,165


275

 
1,118

 
1,198

 
1,272

 
65,302

 
—

AVA Pasadena
 
4.06
%
 
Jun-2018

11,683

 
11,539


50

 
202

 
213

 
11,074

 
—

 
—

Eaves Seal Beach
 
3.12
%
 
Nov-2015
(9)
85,122

 
—


—

 
—

 
—

 
—

 
—

 
—

Oakwood Toluca Hills
 
3.12
%
 
Nov-2015
(9)
165,561

 
—


—

 
—

 
—

 
—

 
—

 
—

Eaves Mountain View at Middlefield
 
3.12
%
 
Nov-2015
(9)
71,496

 
—


—

 
—

 
—

 
—

 
—

 
—

Eaves Tunlaw Gardens
 
3.12
%
 
Nov-2015
(9)
28,494

 
—


—

 
—

 
—

 
—

 
—

 
—

Eaves Glover Park
 
3.12
%
 
Nov-2015
(9)
23,569

 
—


—

 
—

 
—

 
—

 
—

 
—

Oakwood Arlington
 
3.12
%
 
Nov-2015
(9)
42,185

 
—


—

 
—

 
—

 
—

 
—

 
—

Eaves North Quincy
 
3.12
%
 
Nov-2015
(9)
36,761

 
—


—

 
—

 
—

 
—

 
—

 
—

Avalon Thousand Oaks Plaza
 
3.12
%
 
Nov-2015
(9)
28,394

 
—


—

 
—

 
—

 
—

 
—

 
—

Avalon La Jolla Colony
 
3.36
%
 
Nov-2017

27,176

 
27,176


—

 
—

 
27,176

 
—

 
—

 
—

Eaves Old Town Pasadena
 
3.36
%
 
Nov-2017

15,669

 
15,669


—

 
—

 
15,669

 
—

 
—

 
—

Eaves Thousand Oaks
 
3.36
%
 
Nov-2017

27,411

 
27,411


—

 
—

 
27,411

 
—

 
—

 
—

Avalon Walnut Ridge I
 
3.36
%
 
Nov-2017

20,754

 
20,754


—

 
—

 
20,754

 
—

 
—

 
—

Eaves Los Feliz
 
3.36
%
 
Nov-2017

43,258

 
43,258


—

 
—

 
43,258

 
—

 
—

 
—

Avalon Oak Creek
 
3.36
%
 
Nov-2017

85,288

 
85,288


—

 
—

 
85,288

 
—

 
—

 
—

Avalon Del Mar Station
 
3.36
%
 
Nov-2017

76,471

 
76,471


—

 
—

 
76,471

 
—

 
—

 
—

Avalon Courthouse Place
 
3.36
%
 
Nov-2017

140,332

 
140,332


—

 
—

 
140,332

 
—

 
—

 
—


35
Table of Contents

Avalon Pasadena
 
3.36
%
 
Nov-2017

28,079

 
28,079


—

 
—

 
28,079

 
—

 
—

 
—

Eaves West Valley
 
3.36
%
 
Nov-2017

75,092

 
75,092


—

 
—

 
75,092

 
—

 
—

 
—

Eaves West Valley II
 
3.36
%
 
Nov-2017

7,995

 
7,995


—

 
—

 
7,995

 
—

 
—

 
—

Eaves Woodland Hills
 
3.36
%
 
Nov-2017

104,694

 
104,694


—

 
—

 
104,694

 
—

 
—

 
—

Avalon Russett
 
3.36
%
 
Nov-2017

39,972

 
39,972


—

 
—

 
39,972

 
—

 
—

 
—

Avalon First & M
 
5.56
%
 
May-2053
(10)
140,964

 
—


—

 
—

 
—

 
—

 
—

 
—

Avalon San Bruno II
 
3.85
%
 
Apr-2021

30,968

 
30,631


117

 
475

 
506

 
534

 
564

 
28,435

Avalon Westbury
 
4.13
%
 
Nov-2036
(4)
20,145

 
19,370


283

 
1,231

 
1,293

 
1,358

 
1,426

 
13,779

Archstone Lexington
 
3.32
%
 
Mar-2016

16,525

 
16,325


69

 
16,256

 
—

 
—

 
—

 
—

Avalon San Bruno III
 
4.87
%
 
Jun-2020

56,210

 
55,933


283

 
1,147

 
1,188

 
1,226

 
1,264

 
50,825

Avalon Andover
 
3.28
%
 
Apr-2018

14,505

 
14,262


83

 
336

 
346

 
13,497

 
—

 
—

Avalon Natick
 
3.13
%
 
Apr-2019

14,818

 
14,580


81

 
329

 
339

 
349

 
13,482

 
—

 
 
 

 
 
 
5,009,187

 
4,826,391

 
107,225

 
279,742

 
956,540

 
39,146

 
558,145

 
2,885,593

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate (5)
 
 

 
 
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Avalon Walnut Creek
 
1.64
%
 
Mar-2046
(4)
8,500

 
8,500


—

 
—

 
—

 
—

 
—

 
8,500

Avalon Calabasas
 
2.41
%
 
Aug-2018
(6)
55,827

 
54,756


277

 
1,152

 
1,225

 
52,102

 
—

 
—

Avalon Natick
 
2.34
%
 
Apr-2019
(6)
37,539

 
36,935


204

 
833

 
858

 
884

 
34,156

 
—

Term Loan
 
1.76
%
 
Mar-2021

250,000

 
300,000


—

 
—

 
—

 
—

 
—

 
300,000

 
 
 

 
 
 
351,866

 
400,191

 
481

 
1,985

 
2,083

 
52,986

 
34,156

 
308,500

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total indebtedness - excluding Credit Facility
 
 

 
 
 
$
6,448,138

 
$
6,288,982

 
$
108,038

 
$
282,420

 
$
977,157

 
$
93,037

 
$
593,527

 
$
4,234,803

_________________________

(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 do not include $6,902 and $6,735 of debt discount associated with the unsecured notes as of September 30, 2015 and December 31, 2014, respectively, and $24,647 and $84,449 of premium associated with secured notes as of September 30, 2015 and December 31, 2014, respectively, as reflected on our Condensed Consolidated Balance Sheets included elsewhere in this report.
(3)
In June 2015, we elected to repay this borrowing in advance of its maturity date.
(4)
Maturity date reflects the contractual maturity of the underlying bond. There is also an associated earlier credit enhancement maturity date.
(5)
Variable rates are given as of September 30, 2015.
(6)
Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
(7)
Borrowing is scheduled to mature in December 2015, and contractually includes an automatic one-year extension of the loan through December 2016.
(8)
In conjunction with the disposition of Avalon on Stamford Harbor in January 2015, this community was substituted as collateral for the outstanding borrowing.
(9)
In April 2015, we elected to repay this borrowing at par in advance of its maturity date.
(10)
In July 2015, we elected to repay this borrowing in advance of its maturity date, incurring a prepayment penalty of $11,228,000.

Future Financing and Capital Needs — Portfolio and Other Activity

As of September 30, 2015, we had 27 wholly-owned communities under construction and eight wholly-owned communities under reconstruction. Substantially all of the capital expenditures necessary to complete the communities currently under construction and reconstruction, and to fund development costs related to pursuing Development Rights, will be funded from:

•
our $1,300,000,000 Credit Facility;
•
cash currently on hand, invested in highly liquid overnight money market funds;
•
retained operating cash;
•
the net proceeds from sales of existing communities;
•
the issuance of debt or equity securities; and/or
•
private equity funding, including joint venture activity.

Before planned construction or reconstruction activity, including activity related to communities owned by unconsolidated joint ventures begins, or the construction of a Development Right begins, we intend to arrange adequate financing to complete these

36
Table of Contents

undertakings, although we cannot assure you that we will be able to obtain such financing.  In the event that financing cannot be obtained, we may have to abandon Development Rights, write off associated pre-development costs that were capitalized and/or forego reconstruction activity.  In such instances, we will not realize the increased revenues and earnings that we expected from such Development Rights or reconstruction activity and significant losses could be incurred.

From time to time we use joint ventures to hold or develop individual real estate assets.  We generally employ joint ventures primarily to mitigate asset concentration or market risk and secondarily as a source of liquidity.  We may also use joint ventures related to mixed-use land development opportunities where our partners bring development and operational expertise to the venture.  Each joint venture or partnership agreement has been individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture or partnership agreement.  We cannot assure you that we will achieve our objectives through joint ventures.

In evaluating our allocation of capital within our markets, we sell assets that do not meet our long-term investment criteria or when capital and real estate markets allow us to realize a portion of the value created over the past business cycle and redeploy the proceeds from those sales to develop and redevelop communities. Because the proceeds from the sale of communities may not be immediately redeployed into revenue generating assets 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 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.

Unconsolidated Real Estate Investments and Off-Balance Sheet Arrangements

Fund I, Fund II and the Archstone Multifamily Partners AC LP (the "U.S. Fund") (collectively the “Funds”) were established to engage in real estate acquisition programs through discretionary investment funds.  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 of the Funds exceeds certain thresholds; and (iii) additional visibility into the transactions occurring in multi-family assets that helps us with other investment decisions related to our wholly-owned portfolio.

Fund I had nine institutional investors, including us. One of our wholly-owned subsidiaries was the general partner of Fund I and had a 15.2% combined general partner and limited partner equity interest. Fund I was our principal vehicle for acquiring apartment communities from its formation in March 2005 through the close of its investment period in March 2008. Fund I disposed of the last of its communities in 2014, and was dissolved in April 2015.

Fund II has six institutional investors, including us. One of our wholly-owned subsidiaries is the general partner of Fund II and, excluding costs incurred in excess of our equity in the underlying net assets of Fund II, we have an equity investment of $86,695,000 (net of distributions), representing a 31.3% combined general partner and limited partner equity interest. 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. Fund II has a term that expires in August 2020, assuming the exercise of two, one-year extension options.

During the nine months ended September 30, 2015, Fund II sold four communities containing an aggregate of 1,460 apartment homes for an aggregate sales price of $300,100,000. Our share of the total gain in accordance with GAAP was $29,726,000. In conjunction with the disposition of these communities, Fund II repaid $69,036,000 of related secured indebteness in advance of the scheduled maturity dates, which resulted in charges for a prepayment penalty and write-off of deferred financing costs, of which our portion was $1,400,000.

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 $85,550,000 (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.

Archstone Multifamily Partners AC JV LP (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 $68,565,000 (net of distributions), representing a 20.0% equity interest. The AC JV was formed in 2011.

In January 2015, we received $20,680,000 from the joint venture partner associated with MVP I, LLC, the entity that owns Avalon at Mission Bay North II. The payment was compensation to us upon agreement with the partner to modify the joint venture agreement to eliminate our promoted interest for future return calculations and associated distributions. Prospectively, earnings and distributions will be based on our 25.0% equity interest in the venture.

37
Table of Contents


Through subsidiaries, we are members in three limited liability company agreements with Equity Residential (collectively, the “Residual JV”). We jointly control the Residual JV with Equity Residential and we hold a 40.0% economic interest in the assets and liabilities of the Residual JV. During the nine months ended September 30, 2015, we recognized equity in income of unconsolidated real estate entities of $11,630,000, associated with the settlement of outstanding legal claims against third parties and planned and executed disposition activity in the Residual JV.

As of September 30, 2015, we had investments in unconsolidated real estate accounted for under the equity method of accounting shown in the following table.  Refer to Note 5, “Investments in Real Estate Entities,” of the Condensed Consolidated Financial Statements located 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. Detail of the real estate and associated funding underlying our unconsolidated investments is presented in the following table (dollars in thousands).
 
 
Company
 
# of
 
Total
 
Debt (2)
 
 
ownership
 
Apartment
 
capitalized
 
 
 
 
 
Interest
 
Maturity
Unconsolidated Real Estate Investments
 
percentage
 
homes
 
cost (1)
 
Amount
 
Type
 
rate (3)
 
date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund II
 
 

 
 

 
 

 
 

 
 
 
 

 
 
1. Briarwood Apartments - Owings Mills, MD
 
 

 
348

 
$
45,820

 
$
25,938

 
Fixed
 
3.64
%
 
Nov 2017
2. Eaves Gaithersburg - Gaithersburg, MD (4)
 
 

 
684

 
102,813

 
63,200

 
Fixed
 
5.42
%
 
Jan 2018
3. Eaves Tustin - Tustin, CA
 
 

 
628

 
101,172

 
59,100

 
Fixed
 
3.81
%
 
Oct 2017
4. Eaves Rockville - Rockville, MD
 
 

 
210

 
51,698

 
29,811

 
Fixed
 
4.26
%
 
Aug 2019
5. Eaves Rancho San Diego - San Diego, CA
 
 

 
676

 
127,912

 
68,747

 
Fixed
 
3.45
%
 
Nov 2018
6. Avalon Watchung - Watchung, NJ
 
 

 
334

 
66,626

 
40,630

 
Fixed
 
3.37
%
 
Apr 2019
Total Fund II
 
31.3
%
 
2,880

 
496,041

 
287,426

 
 
 
4.05
%
 
 
U.S. Fund
 
 

 
 

 
 

 
 

 
 
 
 

 
 
1. Eaves Sunnyvale - Sunnyvale, CA (4)
 
 

 
192

 
67,111

 
33,468

 
Fixed
 
5.33
%
 
Nov 2019
2. Avalon Studio 4041 - Studio City, CA
 
 

 
149

 
56,780

 
30,150

 
Fixed
 
3.34
%
 
Nov 2022
3. Avalon Marina Bay - Marina del Rey, CA
 
 

 
205

 
77,146

 
—

 
N/A
 
N/A

 
N/A
4. Avalon Venice on Rose - Venice, CA
 
 

 
70

 
57,187

 
30,628

 
Fixed
 
3.28
%
 
Jun 2020
5. Archstone Boca Town Center - Boca Raton, FL (5)
 
 

 
252

 
46,304

 
27,454

 
Fixed/Variable
 
3.54
%
 
Feb 2019
6. Avalon Station 250 - Dedham, MA
 
 

 
285

 
95,468

 
58,924

 
Fixed
 
3.73
%
 
Sep 2022
7. Avalon Grosvenor Tower - Bethesda, MD
 
 

 
237

 
79,521

 
45,668

 
Fixed
 
3.74
%
 
Sep 2022
8. Avalon Kips Bay - New York, NY
 
 

 
209

 
134,521

 
68,005

 
Fixed
 
4.25
%
 
Jan 2019
9. Avalon Kirkland at Carillon - Kirkland, WA
 
 

 
131

 
51,081

 
29,736

 
Fixed
 
3.75
%
 
Feb 2019
Total U.S. Fund
 
28.6
%
 
1,730

 
665,119

 
324,033

 
 
 
3.91
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AC JV
 
 

 
 

 
 

 
 

 
 
 
 

 
 
1. Avalon North Point - Cambridge, MA (6)
 
 

 
426

 
186,676

 
111,653

 
Fixed
 
6.00
%
 
Aug 2021
2. Avalon Woodland Park - Herndon, VA (6)
 
 

 
392

 
85,380

 
50,647

 
Fixed
 
6.00
%
 
Aug 2021
3. Avalon North Point Lofts - Cambridge, MA
 
 
 
103

 
26,746

 
—

 
N/A
 
N/A

 
N/A
Total AC JV
 
20.0
%
 
921

 
298,802

 
162,300

 
 
 
6.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residual JV
 
 

 
 

 
 

 
 

 
 
 
 

 
 
1.  SWIB (7)
 
 

 
710

 
90,825

 
58,669

 
Fixed
 
0.63
%
 
Dec 2015
Total Residual JV
 
8.0
%
 
710

 
90,825

 
58,669

 
 
 
0.63
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Operating Joint Ventures
 
 

 
 
 
 

 
 

 
 
 
 

 
 
1. MVP I, LLC (8)
 
25.0
%
 
313

 
124,388

 
103,000

 
Fixed
 
3.24
%
 
Jul 2025
2. Brandywine Apartments of Maryland, LLC
 
28.7
%
 
305

 
18,123

 
23,964

 
Fixed
 
3.40
%
 
Jun 2028
Total Other Joint Ventures
 
 

 
618

 
142,511

 
126,964

 
 
 
3.27
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Unconsolidated Investments
 
 

 
6,859

 
$
1,693,298

 
$
959,392

 
 
 
4.02
%
 
 
_____________________________


38
Table of Contents

(1)
Represents total capitalized cost as of September 30, 2015.
(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 September 30, 2015.
(4)
Borrowing on this community is comprised of two mortgage loans.
(5)
The debt secured by this community is a variable rate note, of which $24,454 has been converted to an effective fixed rate borrowing with an interest rate swap.
(6)
Borrowing is comprised of four mortgage loans made by the equity investors in the venture in proportion to their equity interests.
(7)
Our ownership interest of 8.0% is determined by our 40.0% ownership interest in the Residual JV, which owns a 20.0% interest in SWIB. In October 2015, the final two SWIB communities were sold for an aggregate sales price of $113,000,000. A portion of the proceeds from the dispositions equal to the outstanding indebtedness was escrowed with the lender and will be used to repay the outstanding indebtedness at its maturity date.
(8)
In June 2015, MVP I, LLC obtained a $103,000,000 fixed rate loan, with a maturity date of July 2025, and used the proceeds and cash on hand to repay its existing $105,000,000, variable rate loan which was scheduled to mature in December 2015, at par.

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 Condensed Consolidated Financial Statements located elsewhere in this report.

•
As of September 30, 2015, subsidiaries of Fund II have seven loans secured by individual assets with aggregate amounts of $287,426,000 with varying maturity dates (and, in some cases, dates after which the loans can be prepaid without penalty), ranging from October 2017 to August 2019. The mortgage loans are payable by the subsidiaries of Fund II with operating cash flow or disposition proceeds from the underlying real estate. We have not guaranteed the debt of Fund II, nor do we have any obligation to fund this debt should Fund II be unable to do so.

In addition, as part of the formation of Fund II, we provided to one of the limited partners a guarantee. The guarantee provided that if, upon final liquidation of Fund II, the total amount of all distributions to that partner during the life of Fund II (whether from operating cash flow or property sales) did not equal a minimum of the total capital contributions made by that partner, then we would pay the partner an amount equal to the shortfall, but in no event more than 10% of the total capital contributions made by the partner. During the three months ended September 30, 2015, the limited partner transferred its investment interest to an unrelated third party. The guarantee was not transferred with the investment interest, so we have no further obligation under the guarantee.

Each individual mortgage loan of Fund II was made to a special purpose, single asset subsidiary of Fund II.  Each mortgage loan provides that it is the obligation of the respective subsidiary only, except under exceptional circumstances (such as fraud or misapplication of funds) in which case the Fund II could also have obligations with respect to the mortgage loan.  In no event do the mortgage loans provide for recourse against investors in Fund II, including against us or our wholly-owned subsidiaries that invest in Fund II.  A default by Fund II or a Fund II subsidiary on any loan to it would not constitute a default under any of our loans or any loans of our other non-Fund subsidiaries or affiliates. If Fund II or a subsidiary of Fund II were unable to meet its obligations under a loan, the value of our investment in Fund II would likely decline.  If a Fund II subsidiary or Fund II were unable to meet its obligations under a loan, we and/or the other investors might evaluate whether it was in our respective interests to voluntarily support Fund II through additional equity contributions and/or take other actions to avoid a default under a loan or the consequences of a default (such as foreclosure of a Fund II asset).

In the future, in the event Fund II was unable to meet its 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 Fund II and/or our returns by providing time for performance to improve.

•
As of September 30, 2015, subsidiaries of the U.S. Fund have nine loans secured by individual assets with aggregate amounts outstanding of $324,033,000 with varying maturity dates, ranging from January 2019 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. We have not guaranteed the debt of the U.S. Fund, nor do we have any obligation to fund this debt should the U.S. Fund be unable to do so.


39
Table of Contents

•
As of September 30, 2015, subsidiaries of the AC JV have eight unsecured loans outstanding in the aggregate amount of $162,300,000 which mature in August 2021, and which were made by the investors in the venture, including us, in proportion to the investors’ respective equity ownership interest.  The unsecured loans are payable by the subsidiaries of the AC JV with operating cash flow from the venture. We have not guaranteed the debt of the AC JV, nor do we have any obligation to fund this debt should the AC JV be unable to do so.

•
MVP I, LLC has a fixed rate loan secured by the underlying real estate assets of the community for $103,000,000 maturing in July 2025. We have not guaranteed the debt of MVP I, LLC, nor do we have any obligation to fund this debt should MVP I, LLC be unable to do so.

•
As of September 30, 2015, Brandywine Apartments of Maryland, LLC (“Brandywine”) has an outstanding $23,964,000 fixed rate mortgage loan that is payable by Brandywine. We have not guaranteed the debt of Brandywine, nor do we have any obligation to fund this debt should Brandywine be unable to do so.

•
As of September 30, 2015, the assets of the Residual JV include: a 20.0% interest in Lake Mendota Investments, LLC and Subsidiaries (“SWIB”), and various licenses, insurance policies, contracts, office leases and other miscellaneous assets. The liabilities of the Residual JV 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 Lehman has agreed to indemnify us and Equity Residential.

As of September 30, 2015, SWIB has a credit facility secured by individual assets with aggregate amounts outstanding of $58,669,000 with a maturity date of December 2015. In October 2015, SWIB sold its final two operating communities for an aggregate sales price of $113,000,000, escrowing a portion of the sales proceeds with the lender adequate to repay the outstanding indebtedness at the contractual maturity date. We have not guaranteed the debt of SWIB, nor do we have any obligation to fund this debt should SWIB be unable to do so.

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

We currently have contractual obligations consisting primarily of long-term debt obligations and lease obligations for certain land parcels and regional and administrative office space.  As of September 30, 2015, other than as discussed in this Form 10-Q, there have been no other material changes in our scheduled contractual obligations as disclosed in our Form 10-K.

Development Communities

As of September 30, 2015, we had 27 Development Communities under construction. We expect these Development Communities, when completed, to add a total of 8,649 apartment homes to our portfolio for a total capitalized cost, including land acquisition costs, of approximately $2,977,700,000.  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” of our Form 10-K for a discussion of the risks associated with development activity.

The following table presents a summary of the Development Communities. We hold a direct or indirect fee simple ownership interest in these communities unless otherwise noted in the table.

40
Table of Contents

 
Number of
apartment
homes
 
Projected total
capitalized cost (1)
($ millions)
 
Construction
start
 
Initial  projected occupancy (2)
 
Estimated
completion
 
Estimated
stabilization (3)
1.
 
Avalon Baker Ranch
Lake Forest, CA
430

 
$
130.6

 
Q4 2013
 
Q4 2014
 
Q4 2015
 
Q2 2016
2.
 
Avalon Falls Church
Falls Church, VA
384

 
109.8

 
Q1 2014
 
Q1 2015
 
Q1 2016
 
Q3 2016
3.
 
Avalon Marlborough
Marlborough, MA
350

 
76.6

 
Q1 2014
 
Q1 2015
 
Q4 2015
 
Q2 2016
4.
 
AVA Theater District
Boston, MA
398

 
182.4

 
Q1 2013
 
Q2 2015
 
Q4 2015
 
Q3 2016
5.
 
Avalon Bloomfield Station
Bloomfield, NJ
224

 
52.8

 
Q4 2013
 
Q2 2015
 
Q4 2015
 
Q2 2016
6.
 
Avalon Glendora
Glendora, CA
280

 
82.5

 
Q4 2013
 
Q2 2015
 
Q1 2016
 
Q3 2016
7.
 
Avalon Framingham
Framingham, MA
180

 
43.9

 
Q3 2014
 
Q3 2015
 
Q1 2016
 
Q3 2016
8.
 
Avalon Green III
Elmsford, NY
68

 
22.1

 
Q4 2014
 
Q3 2015
 
Q1 2016
 
Q3 2016
9.
 
Avalon Willoughby Square/AVA DoBro Brooklyn, NY
826

 
444.9

 
Q3 2013
 
Q4 2015
 
Q4 2016
 
Q2 2017
10.
 
AVA Capitol Hill
Seattle, WA
249

 
81.4

 
Q1 2014
 
Q4 2015
 
Q2 2016
 
Q4 2016
11.
 
Avalon Irvine III
Irvine, CA
156

 
55.0

 
Q2 2014
 
Q4 2015
 
Q2 2016
 
Q4 2016
12.
 
Avalon Dublin Station II
Dublin, CA
252

 
83.7

 
Q2 2014
 
Q4 2015
 
Q2 2016
 
Q4 2016
13.
 
Avalon Union
Union, NJ
202

 
50.7

 
Q4 2014
 
Q4 2015
 
Q3 2016
 
Q1 2017
14.
 
Avalon Huntington Beach
Huntington Beach, CA
378

 
120.3

 
Q2 2014
 
Q2 2016
 
Q2 2017
 
Q4 2017
15.
 
Avalon West Hollywood
West Hollywood, CA
294

 
162.4

 
Q2 2014
 
Q3 2016
 
Q2 2017
 
Q4 2017
16.
 
Avalon Esterra Park
Redmond, WA
482

 
137.8

 
Q3 2014
 
Q2 2016
 
Q2 2017
 
Q4 2017
17
 
Avalon North Station
Boston, MA
503

 
256.9

 
Q3 2014
 
Q4 2016
 
Q4 2017
 
Q2 2018
18.
 
Avalon Princeton
Princeton, NJ
280

 
95.5

 
Q4 2014
 
Q3 2016
 
Q2 2017
 
Q4 2017
19.
 
Avalon Alderwood II
Lynnwood, WA
124

 
26.1

 
Q1 2015
 
Q2 2016
 
Q3 2016
 
Q4 2016
20.
 
Avalon Hunt Valley
Hunt Valley, MD
332

 
74.0

 
Q1 2015
 
Q2 2016
 
Q1 2017
 
Q3 2017
21.
 
Avalon Laurel
Laurel, MD
344

 
72.4

 
Q2 2015
 
Q2 2016
 
Q1 2017
 
Q3 2017
22.
 
Avalon Quincy
Quincy, MA
395

 
95.3

 
Q2 2015
 
Q3 2016
 
Q2 2017
 
Q4 2017
23.
 
Avalon Great Neck
Great Neck, NY
191

 
78.9

 
Q2 2015
 
Q1 2017
 
Q2 2017
 
Q4 2017
24.
 
AVA NoMa
Washington, D.C.
438

 
148.3

 
Q2 2015
 
Q2 2017
 
Q1 2018
 
Q3 2018
25.
 
Avalon Newcastle I
Newcastle, WA
378

 
110.1

 
Q3 2015
 
Q4 2016
 
Q4 2017
 
Q2 2018
26.
 
Avalon Chino Hills
Chino Hills, CA
331

 
96.9

 
Q3 2015
 
Q1 2017
 
Q4 2017
 
Q2 2018
27.
 
Avalon Sheepshead Bay (4)
Brooklyn, NY
180

 
86.4

 
Q3 2015
 
Q3 2017
 
Q4 2017
 
Q2 2018
 
 
Total
8,649

 
$
2,977.7

 
 
 
 
 
 
 
 
_________________________________

(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.  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.

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(2)
Future initial occupancy dates are estimates. There can be no assurance that we will pursue to completion any or all of these proposed developments.
(3)
Stabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of development.
(4)
We are developing this project with a private development partner. We will own the rental portion of the development on floors 3-19 and the partner will own the for-sale condominium portion on floors 20-30 of the development. The information above represents only our portion of the project. We are providing a construction loan to the development partner, expected to be $48.8 million, which together with the partner's contributed equity is expected to fund the condominium portion of the project.

During the three months ended September 30, 2015, 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.
1.
 
Avalon Vista
Vista, CA
221

 
$
56.7

 
222,814

 
$
254

2.
 
Avalon Roseland
Roseland, NJ
136

 
46.3

 
192,641

 
$
240

 
 
Total
357

 
$
103.0

 
 
 
 

__________________________________

(1)
Total capitalized cost is as of September 30, 2015. The Company generally anticipates incurring additional costs associated with these communities that are customary for new developments.

The Company anticipates commencing the construction of four apartment communities during the balance of 2015, which, if completed as expected, will contain 1,045 apartment homes and be constructed for a total capitalized cost of $399,100,000.

Redevelopment Communities

As of September 30, 2015, there were eight communities under redevelopment.  We expect the total capitalized cost to redevelop these communities to be $116,800,000, 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 for the remainder of 2015. You should carefully review Item 1A. “Risk Factors” of our Form 10-K for a discussion of the risks associated with redevelopment activity.

The following presents a summary of these Redevelopment Communities:
 
 
 
 
Number of
apartment
homes
 
Projected total
capitalized cost (1)
($ millions)
 
Reconstruction
start
 
Estimated
reconstruction
completion
 
Estimated
restabilized
operations (2)
1.
 
Avalon Towers
Long Beach, NY
 
109

 
$
10.2

 
Q4 2014
 
Q2 2016
 
Q4 2016
2.
 
Avalon at Arlington Square
Arlington, VA
 
842

 
21.3

 
Q4 2014
 
Q1 2016
 
Q3 2016
3.
 
Avalon Bear Hill
Waltham, MA
 
324

 
21.4

 
Q2 2015
 
Q3 2016
 
Q1 2017
4.
 
Avalon Santa Monica on Main
Santa Monica, CA
 
133

 
10.0

 
Q4 2014
 
Q1 2016
 
Q3 2016
5.
 
Avalon Silicon Valley
Sunnyvale, CA
 
710

 
29.9

 
Q4 2014
 
Q2 2017
 
Q4 2017
6.
 
AVA Back Bay
Boston, MA
 
271

 
8.8

 
Q3 2015
 
Q1 2017
 
Q3 2017
7.
 
Avalon La Jolla Colony
San Diego, CA
 
180

 
10.2

 
Q3 2015
 
Q3 2016
 
Q1 2017
8.
 
Avalon Walnut Ridge
Walnut Creek, CA
 
106

 
5.0

 
Q3 2015
 
Q2 2016
 
Q4 2016
 
 
Total
 
2,675

 
$
116.8

 
 
 
 
 
 
____________________________________

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(1)
Projected total capitalized cost does not include capitalized costs incurred prior to redevelopment.
(2)
Restabilized operations is defined as the earlier of (i) attainment of 95% or greater physical occupancy or (ii) the one-year anniversary of completion of redevelopment.

Development Rights

At September 30, 2015, we had $553,729,000 in acquisition and related capitalized costs for 12 land parcels we own, and $32,321,000 in capitalized costs (including legal fees, design fees and related overhead costs) related to 21 Development Rights for which we control the land parcel, typically through an option to purchase or lease the land. Collectively, the land held for development and associated costs for deferred development rights relate to 33 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 September 30, 2015 includes $496,812,000 in original land acquisition costs. 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 9,752 apartment homes to our portfolio. Substantially all of these apartment homes will offer features like those offered by the communities we currently own.

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 the nine months ended September 30, 2015, we incurred a charge of approximately $1,797,000 for development pursuits that were not yet probable of future development at the time incurred, or for pursuits that we determined would not likely be developed.

You should carefully review Item 1A. “Risk Factors” of our Form 10-K for a discussion of the risks associated with Development Rights.

The following presents a summary of these Development Rights:
Market
 
Number of rights
 
Estimated
number of homes
 
Projected total
capitalized cost ($ millions) (1)
 
 
 
 
 
 
 
New England
 
7

 
1,670

 
$
512

Metro NY/NJ
 
14

 
4,024

 
1,558

Mid-Atlantic
 
5

 
1,520

 
388

Pacific Northwest
 
3

 
902

 
287

Northern California
 
3

 
941

 
468

Southern California
 
1

 
695

 
341

Total
 
33

 
9,752

 
$
3,554

____________________________________

(1)
Projected total capitalized cost includes all capitalized costs incurred to date 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.


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Land Acquisitions

We acquired land for development for an aggregate investment of $99,630,000 during the three months ended September 30, 2015. We anticipate starting construction of apartment communities on this land during the next 18 months.

Other Land and Real Estate Assets

We own land parcels with a carrying value of approximately $21,401,000, which we do not currently plan to develop. These parcels consist primarily of ancillary parcels acquired in connection with Development Rights that we had not planned to develop. We believe that the current carrying value for the land parcels we own is such that there is no indication of impaired value, or further need to record a charge for impairment in the case of assets previously impaired. However, we may be subject to the recognition of further charges for impairment in the event that there are indicators of such impairment and we determine that the carrying value of the assets is greater than the current fair value, less costs to dispose.

Insurance and Risk of Uninsured Losses

We carry commercial general liability insurance and property insurance with respect to all of our communities. These policies, and other insurance policies we carry, have policy specifications, insured and self-insured limits and deductibles that we consider commercially reasonable. There are, however, certain types of losses (such as losses arising from acts of war) that are not insured, in full or in part, because they are either uninsurable or the cost of insurance makes it, in management’s view, economically impractical. You should carefully review the discussion under Item 1A. “Risk Factors” of our Form 10-K for a discussion of risks associated with an uninsured property or liability loss.

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 and the Hayward Fault. We cannot assure you that an earthquake would not cause damage or losses greater than insured levels. We have in place with respect to communities located in California and Washington, for any single occurrence and in the aggregate, $150,000,000 of coverage. Earthquake coverage outside of California and Washington is subject to a $175,000,000 limit for each occurrence and in the aggregate. In California the deductible for each occurrence is five percent of the insured value of each damaged building with a maximum of $25,000,000 per loss. Our earthquake insurance outside of California provides for a $100,000 deductible per occurrence except that the next $350,000 of loss per occurrence outside California will be treated as an additional self-insured retention until the total incurred self-insured retention exceeds $1,500,000. We self-insure a portion of our primary property insurance which includes the earthquake risks.

Just as with office buildings, transportation systems and government buildings, there have been reports that apartment communities could become targets of terrorism. In January 2015, Congress reauthorized the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) which is designed to make terrorism insurance available through a federal back-stop program, for six years. We have also purchased insurance for property damage due to terrorism up to $400,000,000 including insurance for certain terrorist acts, 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. Our general liability policy provides terrorism coverage through TRIPRA (subject to deductibles and insured limits) for liability to third parties that results from terrorist acts at our communities.

Inflation and Deflation

Substantially all of our apartment leases are for a term of one year or less. In an inflationary environment, this may allow us to realize increased rents upon renewal of existing leases or the beginning of new leases. Short-term leases generally minimize our risk from the adverse effects of inflation, although these leases generally permit residents to leave at the end of the lease term and therefore expose us to the effect of a decline in market rents. Similarly, in a deflationary rent environment, we may be exposed to declining rents more quickly under these shorter-term leases.


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Forward-Looking Statements

This Form 10-Q contains “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995.  You can identify forward-looking statements by our use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “project,” “plan,” “may,” “shall,” “will” and other similar expressions in this Form 10-Q, that predict or indicate future events and trends and that do not report historical matters.  These statements include, among other things, statements regarding our intent, belief or expectations with respect to:

•
our potential development, redevelopment, acquisition or disposition of communities;
•
the timing and cost of completion of apartment communities under construction, reconstruction, development or redevelopment;
•
the timing of lease-up, occupancy and stabilization of apartment communities;
•
the pursuit of land on which we are considering future development;
•
the anticipated operating performance of our communities;
•
cost, yield, revenue, NOI and earnings estimates;
•
our declaration or payment of distributions;
•
our joint venture and discretionary fund activities;
•
our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;
•
our qualification as a REIT under the Internal Revenue Code;
•
the real estate markets in Northern and Southern California and markets in selected states in the Mid-Atlantic, 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 any current or future civil, governmental or other possible legal proceedings relating to the Edgewater fire and related matters.

We cannot assure the future results or outcome of the matters described in these statements; rather, these statements merely reflect our current expectations of the approximate outcomes of the matters discussed. We do not undertake a duty to update these forward-looking statements, and therefore they may not represent our estimates and assumptions after the date of this report. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control.  These risks, uncertainties and other factors may cause our actual results, performance or achievements to differ materially from the anticipated future results, performance or achievements expressed or implied by these forward-looking statements. You should carefully review the discussion under Item 1A. “Risk Factors” in this report, for a discussion of risks associated with forward-looking statements.

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:

•
our expectations and assumptions as of the date of this filing regarding insurance coverage, potential uninsured loss amounts, and the outcome of any current or future civil or governmental lawsuits, investigations and/or legal proceedings resulting from the Edgewater fire, as well as the ultimate cost and timing of replacing the Edgewater building and achieving stabilized occupancy in the event the Company chooses to rebuild this community, are subject to change and could materially affect our current expectations regarding the impact of the fire on our business, financial condition and results of operations;
•
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;

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•
our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness;
•
we may be unsuccessful in our management of Fund II, the U.S. Fund, the AC JV or the REIT vehicles that are used with each respective fund; and
•
we may be unsuccessful in managing changes in our portfolio composition. 

Critical Accounting Policies

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


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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposures to market risk since December 31, 2014.

ITEM 4.
CONTROL AND PROCEDURES

(a)
Evaluation of disclosure controls and procedures. 

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2015.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b)
Changes in internal controls over financial reporting.

None.

PART II.
OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS

As discussed in this Form 10-Q in Note 1, "Organization, Basis and Presentation and Significant Accounting Policies - Legal and Other Contingencies," and Note 5, "Investments in Real Estate Entities - Casualty Gains and Losses," to the accompanying Condensed Consolidated Financial Statements, in January 2015, a fire occurred at the Company's Avalon at Edgewater apartment community in Edgewater, NJ. The Company is aware that third parties incurred significant property damage and are claiming other losses, such as relocation costs, as a result of the fire. Through the date of this Form 10-Q, residents and others have filed approximately 172 claims with the Company’s insurers, of which approximately 79 claims have been settled or negotiated for settlement. The Company has established protocols for processing claims and has encouraged any party who sustained a loss to contact the Company’s insurance carrier to file a claim.

To date, four putative class action lawsuits have been filed against the Company on behalf of Avalon at Edgewater residents and others who may have been harmed by the fire. The Court has consolidated these actions in the United States District Court for the District of New Jersey. In addition, 17 lawsuits representing approximately 133 individual plaintiffs have been filed in the Superior Court of New Jersey Bergen County - Law Division. The Company believes that it has meritorious defenses to the extent of damages claimed.

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 is undertaking a full review of its maintenance policies related to safety matters, including training, reporting structure and qualifications to perform certain types of work.

Following the fire, the Company received a civil citation for “failure to notify Fire Department of an active fire” from Bergen County, New Jersey. The Company has decided not to appeal this citation. The Company has also received two citations that were alleged to be serious by OSHA; the Company has appealed these citations. It is possible that additional governmental investigations are or may be ongoing, which could include a review of the state of compliance of the construction and operation of Avalon at Edgewater with building codes and other legal requirements and the materiality of any defenses related thereto. The Company is unable to evaluate the nature and potential materiality of any such investigations or actions at this time.



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Having incurred applicable deductibles and a self-insured amount equal to 12% of the first $50,000,000 of property damage, the Company currently believes that all of its remaining liability to third parties and all of the Company's additional cost for replacement cost coverage for property damage resulting from the fire will be substantially covered by its insurance policies. However, the Company can give no assurances in this regard and continues to evaluate this matter.

The Company is involved in various other claims and/or administrative proceedings unrelated to the Edgewater fire 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 1A. 
RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors which could materially affect our business, financial condition or future results discussed in our Form 10-K in Part I, Item 1A. "Risk Factors.”  The risks described in our Form 10-K are not the only risks that could affect the Company.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future.  There have been no material changes to our risk factors since December 31, 2014.


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

None.

Issuer Purchases of Equity Securities
Period
 
(a)
Total Number of Shares
Purchased (1)
 
(b)
Average Price Paid 
Per Share
 
(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)
July 1 - July 31, 2015
 
778

 
$
165.95

 
—

 
200,000

August 1 - August 31, 2015
 
2,918

 
$
176.23

 
—

 
200,000

September 1 - September 30, 2015
 
—

 
$
—

 
—

 
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.

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.        MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.        OTHER INFORMATION

None.


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ITEM 6.        EXHIBITS
Exhibit No.
 
 
 
Description
 
 
 
 
 
3(i).1
 
—
 
Articles of Amendment and Restatement of Articles of Incorporation of AvalonBay Communities (the “Company”), dated as of June 4, 1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed on March 1, 2007.)
 
 
 
 
 
3(i).2
 
—
 
Articles of Amendment, dated as of October 2, 1998. (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the Company filed on March 1, 2007.)
 
 
 
 
 
3(i).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 on May 22, 2013.)
 
 
 
 
 
3(ii).1
 
—
 
Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on May 21, 2009. (Incorporated by reference to Exhibit 3(ii).1 to Form 10-Q of the Company filed November 2, 2012.)
 
 
 
 
 
3(ii).2
 
—
 
Amendment to Amended and Restated Bylaws of the Company, dated February 10, 2010. (Incorporated by reference to Exhibit 3(ii).2 to Form 10-Q of the Company filed November 2, 2012.)
 
 
 
 
 
3(ii).3
 
—
 
Amendment to Amended and Restated Bylaws of the Company, dated September 19, 2012. (Incorporated by reference to Exhibit 3.2 to Form 8-K of the Company filed September 20, 2012.)
 
 
 
 
 
4.1
 
—
 
Indenture for Senior Debt Securities, dated as of January 16, 1998, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
 
 
 
 
4.2
 
—
 
First Supplemental Indenture, dated as of January 20, 1998, between the Company and the State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
 
 
 
 
4.3
 
—
 
Second Supplemental Indenture, dated as of July 7, 1998, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
 
 
 
 
4.4
 
—
 
Amended and Restated Third Supplemental Indenture, dated as of July 10, 2000, between the Company and State Street Bank and Trust Company, as Trustee. (Incorporated by reference to Exhibit 4.4 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
 
 
 
 
4.5
 
—
 
Fourth Supplemental Indenture, dated as of September 18, 2006, between the Company and U.S. Bank National Association, as Trustee. (Incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 of the Company (File No. 333-139839), filed January 8, 2007.)
 
 
 
 
 
4.6
 
—
 
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 on November 21, 2014.)
 
 
 
 
 
4.7
 
—
 
Dividend Reinvestment and Stock Purchase Plan of the Company. (Incorporated by reference to Exhibit 8.1 to Registration Statement on Form S-3 of the Company (File No. 333-87063), filed September 14, 1999.)
 
 
 
 
 

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4.8
 
—
 
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on December 17, 1999. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(2) of the Securities Act of 1933 on December 17, 1999.)
 
 
 
 
 
4.9
 
—
 
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on March 26, 2004. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on March 26, 2004.)
 
 
 
 
 
4.10
 
—
 
Amendment to the Company’s Dividend Reinvestment and Stock Purchase Plan filed on May 15, 2006. (Incorporated by reference to the Prospectus Supplement filed pursuant to Rule 424(b)(3) of the Securities Act of 1933 on May 15, 2006.)
 
 
 
 
 
12.1
 
—
 
Statements re: Computation of Ratios. (Filed herewith.)
 
 
 
 
 
31.1
 
—
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). (Filed herewith.)
 
 
 
 
 
31.2
 
—
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). (Filed herewith.)
 
 
 
 
 
32
 
—
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). (Furnished herewith.)
 
 
 
 
 
101
 
—
 
XBRL (Extensible Business Reporting Language). The following materials from AvalonBay Communities, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2015, formatted in XBRL: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) notes to condensed consolidated financial statements.


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
AVALONBAY COMMUNITIES, INC.
 
 
 
 
 
 
Date:
November 3, 2015
/s/ Timothy J. Naughton
 
 
Timothy J. Naughton
 
 
Chairman, Chief Executive Officer and President
 
 
(Principal Executive Officer)
 
 
 
Date:
November 3, 2015
/s/ Kevin P. O’Shea
 
 
Kevin P. O’Shea
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)


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