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Organization, Basis of Presentation and Significant Accounting Policies | 9 Months Ended
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Sep. 30, 2018
Accounting Policies [Abstract] |
Organization, Basis of Presentation and Significant Accounting Policies | 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, 2018, the Company owned or held a direct or indirect ownership interest in 271 operating apartment communities containing 78,383 apartment homes in 12 states and the District of Columbia, of which 15 communities containing 6,242 apartment homes were under redevelopment. In addition, the Company owned or held a direct or indirect ownership interest in 19 communities under development that are expected to contain an aggregate of 6,107 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 25 communities that, if developed as expected, will contain an estimated 8,600 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 2017 Annual Report on Form 10-K. The results of operations for the three and nine months ended September 30, 2018 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):
| For the three months ended |  | For the nine months ended
| 9/30/2018 |  | 9/30/2017 |  | 9/30/2018 |  | 9/30/2017
Basic and diluted shares outstanding |  |  |  |  |  |  |  |  |
Weighted average common shares - basic | 137,848,788 |  |  | 137,715,192 |  |  | 137,818,076 |  |  | 137,457,293 |
Weighted average DownREIT units outstanding | 7,500 |  |  | 7,500 |  |  | 7,500 |  |  | 7,500 |
Effect of dilutive securities | 466,776 |  |  | 584,354 |  |  | 405,148 |  |  | 541,399 |
Weighted average common shares - diluted | 138,323,064 |  |  | 138,307,046 |  |  | 138,230,724 |  |  | 138,006,192 |
Calculation of Earnings per Share - basic |  |  |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 192,486 |  |  | $ | 238,248 |  |  | $ | 588,791 |  |  | $ | 639,348 |
Net income allocated to unvested restricted shares | (555 | ) |  | (672 | ) |  | (1,722 | ) |  | (1,794 | )
Net income attributable to common stockholders, adjusted | $ | 191,931 |  |  | $ | 237,576 |  |  | $ | 587,069 |  |  | $ | 637,554 |
Weighted average common shares - basic | 137,848,788 |  |  | 137,715,192 |  |  | 137,818,076 |  |  | 137,457,293 |
Earnings per common share - basic | $ | 1.39 |  |  | $ | 1.73 |  |  | $ | 4.26 |  |  | $ | 4.64 |
Calculation of Earnings per Share - diluted |  |  |  |  |  |  |  |  |
Net income attributable to common stockholders | $ | 192,486 |  |  | $ | 238,248 |  |  | $ | 588,791 |  |  | $ | 639,348 |
Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships | 11 |  |  | 11 |  |  | 33 |  |  | 32 |
Adjusted net income attributable to common stockholders | $ | 192,497 |  |  | $ | 238,259 |  |  | $ | 588,824 |  |  | $ | 639,380 |
Weighted average common shares - diluted | 138,323,064 |  |  | 138,307,046 |  |  | 138,230,724 |  |  | 138,006,192 |
Earnings per common share - diluted | $ | 1.39 |  |  | $ | 1.72 |  |  | $ | 4.26 |  |  | $ | 4.63 |
All options to purchase shares of common stock outstanding as of September 30, 2018 and 2017 are included in the computation of diluted earnings per share. Derivative Instruments and Hedging Activities The Company enters into interest rate swap and interest rate cap agreements (collectively, "Hedging Derivatives") for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivative transactions for trading or other speculative purposes. The Company assesses the effectiveness of qualifying cash flow and fair value hedges, both at inception and on an on-going basis. Hedge ineffectiveness is reported as a component of interest expense, net. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair value of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities. The Company does not present or disclose the fair value of Hedging Derivatives on a net basis. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net. For the Hedging Derivative positions that the Company has determined qualify as effective cash flow hedges, the Company has recorded the cumulative changes in the fair value of Hedging Derivatives in other comprehensive loss. Amounts recorded in accumulated other comprehensive loss will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that the Company has determined qualified 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. Legal and Other Contingencies Edgewater Casualty Loss 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 and the Company is completing its reconstruction. The second building, containing 168 apartment homes, suffered minimal damage and has been repaired. In conjunction with legal matters associated with the Edgewater casualty loss, the Company has established protocols for processing claims from third parties who suffered losses as a result of the fire, and many third parties have contacted the Company's insurance carrier and settled their claims. See Part II, Item 1, "Legal Proceedings," for further discussion of the lawsuits associated with the Edgewater casualty loss. With regard to the building that was destroyed, three class action lawsuits have been filed against the Company and consolidated in the United States District Court for the District of New Jersey. The Company has agreed with class counsel to the terms of a settlement which provides a claims process (with agreed upon protocols for instructing the adjuster as to how to evaluate claims) and, if needed, an arbitration process to determine damage amounts to be paid to individual claimants covered by the class settlement. In July 2017 the District Court granted final approval of the settlement and all claims have been submitted to the independent claims adjuster. A total of 66 units (consisting of residents who did not previously settle their claims and who did not opt out of the class settlement) are included in the class action settlement and bound by its terms. However, only 44 units submitted claims. The independent claims adjuster is currently reviewing the claims submitted; the submitted claims total approximately $6,900,000 but, based on the Company's review of the initial determinations made by the adjuster on a number of claims, the Company believes that the total amount actually awarded will be significantly less. To date, the claims adjuster has completed his evaluation of 35 of these claims and it is expected that the evaluation of the remaining claims should be completed within the next two months. In addition to the class action lawsuits described above, the Company has resolved litigated claims with approximately 60 units. There is currently one remaining resident lawsuit with respect to the destroyed building filed in the Superior Court of New Jersey, Bergen County - Law Division; the Company believes it has meritorious defenses to the extent of damages claimed in that suit. A number of subrogation lawsuits had been filed against the Company by insurers of Edgewater residents who obtained renters insurance; these lawsuits have been or are expected to be resolved in 2018. A fourth class action, being heard in the same federal court, was filed against the Company on behalf of a purported class of residents of the second Edgewater building that suffered minimal damage. Having settled many third party claims as described above, the Company currently believes that any potential remaining liability to third parties (including any potential liability to third parties determined in accordance with the class settlement described above) will not be material to the Company and will in any event be substantially covered by the Company's insurance policies. However, the Company can give no assurances in this regard and continues to evaluate this matter. See Part II, Item 1, "Legal Proceedings," for further discussion of and updates about the casualty gains and losses and lawsuits associated with the Edgewater casualty loss through the date this Form 10-Q is filed. Other Matters The Company is involved in various other claims and/or administrative proceedings unrelated to the Edgewater casualty loss that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations. 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 first requires that the Company determine if the real estate investment is the acquisition of an asset or a business combination. Under either model, the Company must identify and determine the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases. 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. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed. For a business combination, the Company records the assets acquired and liabilities assumed based on the fair value of each respective item. For an asset acquisition, the allocation of the purchase price is based on the relative fair value of the net assets. The Company expenses all applicable acquisition costs for a business combination and capitalizes all applicable acquisition costs for an asset acquisition. The Company expects that acquisitions of individual operating communities will generally be viewed as asset acquisitions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to amounts in prior years' notes to financial statements to conform to current year presentations as a result of changes in held for sale classification, disposition activity and segment classification. Revenue and Gain Recognition As of January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. Under the new standard, revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration the Company expects to be entitled for those goods and services. The majority of the Company’s revenue is derived from residential and retail rental income and other lease income, which are scoped out from this standard and included in the current lease accounting framework, and will be accounted for under ASU 2016-02, Leases, discussed under Recently Issued Accounting Standards below. Revenue streams that are scoped into ASU 2014-09 include:
• | Management fees - The Company has investment interests in real estate joint ventures, for which the Company may manage (i) the venture, (ii) the associated operating communities owned by the ventures and/or (iii) the development or redevelopment of those operating communities. For these activities, the Company receives asset management, property management, development and/or redevelopment fee revenue. The performance obligation is the management of the venture, community or other defined task such as the development or redevelopment of the community. While the individual activities that comprise the performance obligation of the management fees can vary day to day, the nature of the overall performance obligation to provide management service is the same and considered by the Company to be a series of services that have the same pattern of transfer to the customer and the same method to measure progress toward satisfaction of the performance obligation. The Company recognizes revenue for fees as earned on a monthly basis and has concluded this is appropriate under the new standard.
• | Rental and non-rental related income - The Company recognizes revenue for new rental related income not included as components of a lease, such as reservation and application fees, as well as for non-rental related income, as earned, and has concluded this is appropriate under the new standard.
• | Gains or losses on sales of real estate - The Company accounts for the sale of real estate assets and any related gain recognition in accordance with the accounting guidance applicable to sales of real estate, which establishes standards for recognition of profit on all real estate sales transactions, other than retail land sales. The Company recognizes the sale, and associated gain or loss from the disposition, provided that the earnings process is complete and the Company does not have significant continuing involvement. Subsequent to the adoption of the new standard, a gain or loss is recognized when the criteria for an asset to be derecognized are met, which include when (i) a contract exists and (ii) the buyer obtained control of the nonfinancial asset that was sold. As a result, the Company may recognize a gain on a real estate disposition transaction that previously did not qualify as a sale or for full profit recognition due to the timing of the transfer of control or certain forms of continuing involvement. In addition, subsequent to the adoption of the new standard, a gain or loss recognized on the sale of a nonfinancial asset to an unconsolidated entity will be recognized at 100%, and not the Company’s proportionate ownership percentage.
The Company concluded that the adoption of the new standard did not require an adjustment to the opening balance of retained earnings. The following table provides details of the Company’s revenue streams disaggregated by the Company’s reportable operating segments, further discussed in Note 7, “Segment Reporting,” for the three and nine months ended September 30, 2018 and 2017. Segment information for total revenue has been adjusted to exclude the real estate assets that were sold from January 1, 2017 through September 30, 2018, or otherwise qualify as held for sale as of September 30, 2018, as described in Note 6, "Real Estate Disposition Activities," (dollars in thousands):
|  | For the three months ended
|  | Established Communities |  | Other Stabilized Communities |  | Development/ Redevelopment Communities |  | Non- allocated (1) |  | Total
For the period ended September 30, 2018 |  |  |  |  |  |  |  |  |  |
Management, development and other fees |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 912 |  |  | $ | 912 |
Rental and non-rental related income (2) |  | 2,695 |  |  | 1,751 |  |  | 512 |  |  | — |  |  | 4,958 |
Total non-lease revenue (3) |  | 2,695 |  |  | 1,751 |  |  | 512 |  |  | 912 |  |  | 5,870 |
Lease income (4) |  | 424,328 |  |  | 64,791 |  |  | 76,987 |  |  | — |  |  | 566,106 |
Total revenue |  | $ | 427,023 |  |  | $ | 66,542 |  |  | $ | 77,499 |  |  | $ | 912 |  |  | $ | 571,976 |
For the period ended September 30, 2017 |  |  |  |  |  |  |  |  |  |
Management, development and other fees |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 993 |  |  | $ | 993 |
Rental and non-rental related income (2) |  | 2,667 |  |  | 1,734 |  |  | 450 |  |  | — |  |  | 4,851 |
Total non-lease revenue (3) |  | 2,667 |  |  | 1,734 |  |  | 450 |  |  | 993 |  |  | 5,844 |
Lease income (4) |  | 414,663 |  |  | 51,151 |  |  | 59,067 |  |  | — |  |  | 524,881 |
Business interruption insurance proceeds (5) |  | — |  |  | — |  |  | 3,495 |  |  | — |  |  | 3,495 |
Total revenue |  | $ | 417,330 |  |  | $ | 52,885 |  |  | $ | 63,012 |  |  | $ | 993 |  |  | $ | 534,220 |
|  | For the nine months ended
|  | Established Communities |  | Other Stabilized Communities |  | Development/ Redevelopment Communities |  | Non- allocated (1) |  | Total
For the period ended September 30, 2018 |  |  |  |  |  |  |  |  |  |
Management, development and other fees |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 2,752 |  |  | $ | 2,752 |
Rental and non-rental related income (2) |  | 7,823 |  |  | 4,940 |  |  | 1,439 |  |  | — |  |  | 14,202 |
Total non-lease revenue (3) |  | 7,823 |  |  | 4,940 |  |  | 1,439 |  |  | 2,752 |  |  | 16,954 |
Lease income (4) |  | 1,258,243 |  |  | 190,094 |  |  | 215,977 |  |  | — |  |  | 1,664,314 |
Total revenue |  | $ | 1,266,066 |  |  | $ | 195,034 |  |  | $ | 217,416 |  |  | $ | 2,752 |  |  | $ | 1,681,268 |
For the period ended September 30, 2017 |  |  |  |  |  |  |  |  |  |
Management, development and other fees |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 3,290 |  |  | $ | 3,290 |
Rental and non-rental related income (2) |  | 7,798 |  |  | 4,778 |  |  | 1,095 |  |  | — |  |  | 13,671 |
Total non-lease revenue (3) |  | 7,798 |  |  | 4,778 |  |  | 1,095 |  |  | 3,290 |  |  | 16,961 |
Lease income (4) |  | 1,228,410 |  |  | 132,961 |  |  | 166,707 |  |  | — |  |  | 1,528,078 |
Business interruption insurance proceeds (5) |  | — |  |  | — |  |  | 3,495 |  |  | — |  |  | 3,495 |
Total revenue |  | $ | 1,236,208 |  |  | $ | 137,739 |  |  | $ | 171,297 |  |  | $ | 3,290 |  |  | $ | 1,548,534 |
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(1) | Revenue represents third-party management, asset management and developer fees and miscellaneous income which are not allocated to a reportable segment.
(2) | Amounts include revenue streams related to leasing activities that are not considered components of a lease, including but not limited to, apartment hold fees and application fees, as well as revenue streams not related to leasing activities, including but not limited to, vendor revenue sharing, building advertising, vending and dry cleaning revenue.
(3) | Represents all revenue accounted for under ASC 2014-09.
(4) | Amounts include all revenue streams derived from residential and retail rental income and other lease income, which are scoped out from ASC 2014-09 and accounted for under the lease accounting framework.
(5) | Amounts for the three and nine months ended September 30, 2017 are composed of business interruption insurance proceeds resulting from the final insurance settlement of the Maplewood casualty loss.
Due to the nature and timing of the Company’s identified revenue streams, there are no material amounts of outstanding or unsatisfied performance obligations as of September 30, 2018. Recently Issued Accounting Standards In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU expands hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This update also simplifies the application of hedge accounting guidance and eases the administrative burden of hedge documentation requirements and assessing hedge effectiveness. The Company adopted the guidance as of January 1, 2018 and it did not have a material effect on the Company’s financial position or results of operations. In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU (i) clarifies the scope of the nonfinancial asset guidance and the derecognition of certain businesses and nonprofit activities, (ii) eliminates the exception in the financial asset guidance for transfers of investments (including equity method investments) in real estate entities and supersedes the guidance in the Exchanges of a Nonfinancial Asset for a Noncontrolling Ownership Interest and (iii) provides guidance on the accounting of partial sales of nonfinancial assets and contributions of nonfinancial assets to a joint venture or other noncontrolled investee. The new standard allows for either a retrospective or modified retrospective approach. The Company adopted the new standard as of January 1, 2018 using the modified retrospective approach, applying the provisions to open contracts as of the date of adoption. See "Revenue and Gain Recognition" above for additional discussion of the impact of adopting the guidance. In February 2016, the FASB issued ASU 2016-02, Leases, amending the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The guidance will be effective in the first quarter of 2019 and allows for early adoption. The new standard requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain transition relief. ASU 2016-02 provides for transition relief, which includes electing to not (i) reassess whether any expired or existing contract is a lease or contains a lease, (ii) reassess the lease classification of any expired or existing leases and (iii) expense any capitalized initial direct costs for any existing leases. Subsequently, the FASB issued ASU 2018-01 and ASU 2018-11 which provides further transition relief by providing (i) an option to not evaluate land easements that exist or have expired prior to the date of adoption under ASC 842, (ii) prospective adoption as a transition method and (iii) a practical expedient for lessors to not separate lease and non-lease components by class of underlying asset when certain conditions are met. The Company plans to adopt ASC 842 on January 1, 2019 using the prospective adoption method, and plans to apply certain practical expedients allowed under the standard including:
• | not reassessing (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) the accounting for initial direct costs for any existing leases;
• | not evaluating short term leases;
• | not assessing whether existing land easements are, or contain leases; and
• | making an accounting policy election by class of underlying asset, to not separate non-lease components from lease components and instead to account for each separate lease and non- lease component as a single lease component.
The Company anticipates adoption of the standard to have a material impact on its financial position resulting from the recognition of the right to use asset and corresponding lease obligation for its long-term ground leases, currently accounted for as operating leases. The Company will continue to assess the impact of the new standard until adoption in 2019. Change in Accounting Principle As of October 1, 2017, the Company adopted ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The guidance requires statements of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, and was adopted retrospectively. The prior period amounts that have been impacted by the new guidance and retrospectively adjusted include (i) an increase in cash in operating escrows (cash provided by operating activities), (ii) an increase in cash in deposit escrows (cash used in investing activities) and (iii) repayments of mortgage notes payable, including prepayment penalties (cash used in financing activities), located on the Condensed Consolidated Statements of Cash Flows. The following tables present the impact of the change in accounting principle to the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 (dollars in thousands):
| 9/30/2017 (as previously reported) |  | Impact of ASU 2016-18 |  | 9/30/2017 (as adjusted and currently reported)
Net cash provided by operating activities | $ | 917,573 |  |  | $ | 16,205 |  |  | $ | 933,778 |
Net cash used in investing activities | (676,231 | ) |  | 51,479 |  |  | (624,752 | )
Net cash used in financing activities | (420,294 | ) |  | (1,598 | ) |  | (421,892 | )
Net (decrease) increase in cash, cash equivalents | (178,952 | ) |  | 178,952 |  |  | — |
Net increase in cash, cash equivalents and restricted cash | — |  |  | (112,866 | ) |  | (112,866 | )
Cash, cash equivalents, beginning of period | 214,994 |  |  | (214,994 | ) |  | — |
Cash, cash equivalents and restricted cash, beginning of period | — |  |  | 329,977 |  |  | 329,977 |
Cash, cash equivalents, end of period | $ | 36,042 |  |  | — |  |  | — |
Cash, cash equivalents and restricted cash, end of period |  |  | $ | 181,069 |  |  | $ | 217,111 |

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