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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 1-12672
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland 77-0404318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2900 Eisenhower Avenue, Suite 300
Alexandria, Virginia 22314
(Address of principal executive office, including zip code)
(703) 329-6300
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Common Stock, par value $.01 per share New York Stock Exchange, Pacific Exchange
Preferred Stock Purchase Rights New York Stock Exchange, Pacific Exchange
8.50% Series C Cumulative Redeemable Preferred Stock, New York Stock Exchange, Pacific Exchange
par value $.01 per share
8.00% Series D Cumulative Redeemable Preferred Stock, New York Stock Exchange, Pacific Exchange
par value $.01 per share
9.00% Series F Cumulative Redeemable Preferred Stock, New York Stock Exchange, Pacific Exchange
par value $.01 per share
8.96% Series G Cumulative Redeemable Preferred Stock, New York Stock Exchange, Pacific Exchange
par value $.01 per share
8.70% Series H Cumulative Redeemable Preferred Stock, New York Stock Exchange, Pacific Exchange
par value $.01 per share
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
</TABLE>
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 [Y] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, as of March 1, 2000 was $2,256,084,969.
The number of shares of the Registrant's Common Stock, par value $.01 per share,
outstanding as of March 1, 2000 was 65,871,094.
Documents Incorporated by Reference
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Portions of AvalonBay Communities, Inc.'s Proxy Statement for the 2000 annual
meeting of stockholders, a definitive copy of which will be filed with the SEC
within 120 days after the year end of the year covered by this Form 10-K, are
incorporated by reference herein as portions of Part III of this Form 10-K.
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TABLE OF CONTENTS
PAGE
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PART I
ITEM 1. BUSINESS.........................................................1
ITEM 2. COMMUNITIES......................................................6
ITEM 3. LEGAL PROCEEDINGS...............................................30
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS.................31
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS........................................32
ITEM 6. SELECTED FINANCIAL DATA.........................................33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................36
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK................................................56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.....................57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.....................57
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT..................57
ITEM 11. EXECUTIVE COMPENSATION..........................................57
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.............................................57
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................57
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K........................................58
SIGNATURES ................................................................65
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PART I
This Form 10-K contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Our actual results could differ materially from those set forth in each
forward-looking statement. Certain factors that might cause such a difference
are discussed in this report, including in the section entitled "Forward-Looking
Statements" on page 36 of this Form 10-K.
ITEM 1. BUSINESS
General
AvalonBay Communities, Inc. is a Maryland corporation that has elected to be
taxed as a real estate investment trust, or REIT, under the Internal Revenue
Code of 1986, as amended. We focus on the ownership and operation of upscale
apartment communities in high barrier-to-entry markets of the United States.
These markets include Northern and Southern California and selected states in
the Mid-Atlantic, Northeast, Midwest and Pacific Northwest regions of the
country. AvalonBay is the surviving corporation from the merger of Avalon
Properties, Inc. with and into Bay Apartment Communities, Inc. In connection
with the merger, Avalon Properties, Inc. ceased to exist and we changed our name
from Bay Apartment Communities, Inc. to AvalonBay Communities, Inc.
As of March 1, 2000, we owned or held a direct or indirect ownership interest in
121 operating apartment communities containing 35,648 apartment homes in eleven
states and the District of Columbia, of which four communities containing 1,455
apartment homes were under redevelopment. In addition to these operating
communities, we also owned 12 communities under construction that will contain
3,173 apartment homes and rights to develop ("Development Rights") an additional
30 communities that, if developed as expected, will contain an estimated 8,624
apartment homes. We generally obtain ownership in an apartment community by
developing vacant land into a new community or by acquiring and either
repositioning or redeveloping an existing community. In selecting sites for
development, redevelopment or acquisition, we favor locations that are near
expanding employment centers and convenient to recreation areas, entertainment,
shopping and dining.
Our principal operating objectives are to increase operating cash flow and Funds
from Operations, or FFO, and, as a result, long-term stockholder value. For a
description of the meaning of FFO and its use and limitation as an operating
measure, see the discussion titled "Funds from Operations" in Item 7 of this
report. Our strategies and goals to achieve these objectives include:
- generating consistent, sustained earnings growth at each community
through increased revenue, by balancing high occupancy with premium
pricing, and increased operating margins from aggressive operating
expense management;
- investing selectively in new development, redevelopment and
acquisition communities in markets with growing demand and high
barriers-to-entry;
- disposing of communities in markets where we have limited market
presence; and
- maintaining a conservative capital structure to provide continued
access to capital markets at a cost that is low enough in relation to
the expected yields on our developments and redevelopments that
financing of new undertakings is desirable.
We believe that we can generally implement these strategies best by building,
rebuilding, acquiring and managing upscale assets in supply-constrained markets
while maintaining the financial discipline to ensure balance sheet flexibility.
We believe that we can achieve high occupancy levels, increased rental rates and
growth in cash flow, although we cannot provide assurance that these results
will be achieved.
Development Strategy. We carefully select land for development and follow
established procedures that we believe minimize both the cost and the risks of
development. As one of the largest developers of multifamily apartment
communities in high barrier-to-entry markets of the United States, we identify
development opportunities through local market presence and access to local
market information achieved through our regional offices. In addition to our
principal executive offices in Alexandria, Virginia, we also maintain regional
offices and administrative or specialty offices in or near the following cities:
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- San Jose, California;
- Wilton, Connecticut;
- Boston, Massachusetts;
- Chicago, Illinois;
- Los Angeles, California;
- Minneapolis, Minnesota;
- Newport Beach, California;
- New York, New York;
- Princeton, New Jersey; and
- Seattle, Washington.
After selecting a target site, we negotiate for the right to acquire the site
either through an option or a long-term conditional contract. After we acquire
land, we generally shift our focus to construction. Except for certain mid-rise
and high-rise apartment communities where we have historically used third-party
general contractors, we act as our own general contractor. We believe this
enables us to achieve higher quality, greater control over schedules and
significant cost savings. Our development and property management teams monitor
construction progress to ensure high quality workmanship and a smooth and timely
transition into the leasing and operational phase.
Redevelopment Strategy. We selectively seek existing under-managed apartment
communities in fully-developed neighborhoods and create value by substantially
rebuilding these communities. When we undertake the redevelopment of a
community, our goal is to rebuild the community so that our total investment is
significantly below replacement cost and the community is the highest quality
apartment community or best rental value for an upscale apartment community in
its local area. We have established procedures to minimize both the cost and
risks of redevelopment. Our redevelopment teams, which include key
redevelopment, construction and property management personnel, monitor
redevelopment progress. We believe we achieve significant cost savings by acting
as our own general contractor. More importantly, this helps to ensure high
quality design and workmanship and a smooth and timely transition into the
lease-up and restabilization phase.
Disposition Strategy. During 1998, we determined that we would pursue a
disposition strategy for certain assets in markets that did not meet our
long-term strategic direction. This disposition strategy also acts as a source
of capital because we are able to redeploy the net proceeds from our
dispositions in lieu of raising that amount of capital externally. Under this
program, we solicit competing bids from unrelated parties for these individual
assets, and consider the sales price and tax ramifications of each proposal. In
connection with this disposition program, we have disposed of a total of 24
communities and a participating mortgage note since September 1998. The net
proceeds from the sale of these assets were approximately $384,143,000. We
intend to actively seek buyers for the remaining communities held for sale. We
anticipate reinvesting capital obtained from dispositions of these assets into
development of new communities and redevelopment of existing communities that
offer greater investment returns and long-term growth potential than those
communities identified for disposition. However, we cannot provide assurance
that we will be able to complete our disposition strategy or that assets
identified for sale can be sold on terms that are satisfactory to us.
Acquisition Strategy. We have observed and been impacted by a reduction in the
availability of cost effective capital beginning in the third quarter of 1998.
As a result, we limited our acquisition activity in 1999 to the purchase of one
community that we acquired on a presale basis in connection with a forward
purchase agreement signed in 1997 with an unaffiliated party. The forward
purchase agreement provided for the purchase of ten communities, primarily in
the Pacific Northwest and Midwest regions of the country, to be developed. The
remaining nine presale acquisitions are expected to close during the next 31
months for an estimated aggregate purchase price of $347.1 million. Together,
these communities are expected to contain 2,753 apartment homes when completed.
We will manage these communities after acquiring ownership. This expansion is
consistent with our strategy to achieve long term earnings growth by providing a
high quality platform for expansion while also providing additional economic and
geographic diversity. We believe that the acquisition of these presale
communities will enable us to achieve rapid penetration into supply-constrained
markets. We believe that we have now targeted and penetrated substantially all
of the high barrier-to-entry markets of the United States.
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Property Management Strategy. We intend to increase earnings through innovative,
proactive property management that will result in higher revenue from
communities. Our principle strategies for maximizing revenue include:
- intense focus on resident satisfaction;
- increasing rents as market conditions permit; and
- managing community occupancy for optimal rental revenue levels.
Generally, lease terms are staggered based on vacancy exposure by apartment
type, so that lease expirations are better matched to each community's traffic
patterns. On-site property management teams receive bonuses based largely upon
the net operating income produced at their respective communities. We are also
pursuing ancillary services which could provide additional revenue sources.
Controlling operating expenses is another way in which we intend to increase
earnings growth. An increase in growth in our portfolio and the resulting
increase in revenue allows for fixed operating costs to be spread over a larger
volume of revenue, thereby increasing operating margins. We also aggressively
pursue real estate tax appeals and scrutinize other operating costs. To control
operating expenses we:
- record invoices on-site to ensure careful monitoring of budgeted
versus actual expenses;
- purchase supplies in bulk where possible;
- bid on third-party contracts on a volume basis;
- perform turnover work in-house or hire third-parties generally
depending upon the least costly alternative; and
- undertake preventive maintenance regularly to maximize resident
satisfaction and property and equipment life.
In addition, we strive to retain residents through high levels of service in
order to eliminate the cost of preparing an apartment home for a new resident
and to reduce marketing and utility costs.
On a limited basis, we also manage properties for third parties, believing that
doing so will provide information about new markets or provide an acquisition
opportunity, thereby enhancing opportunities for growth.
Technology Strategy. We believe that an innovative management information
systems infrastructure will be an important element in managing our future
growth. This is because timely and accurate collection of financial and resident
profile data will enable us to maximize revenue through careful leasing
decisions and financial management. We currently employ a proprietary
company-wide intranet using a digital network with high-speed digital lines.
This network connects all of our communities and offices to central servers in
Alexandria, Virginia, providing access to our associates and to AvalonBay's
corporate information throughout the country from all locations.
We are currently engaged in the development of an innovative on-site property
management system and a leasing automation system to enable management to
capture, review and analyze data to a greater extent than is possible using
existing commercial software. We have entered into a formal joint venture
agreement, in the form of a limited liability company agreement, with United
Dominion Realty Trust, Inc., another public multifamily real estate company, to
continue development of these systems and system software, which are
collectively referred to in this discussion as the "system." The system
development process is currently managed by our employees, who have significant
related project management experience, and the employees of the joint venturer.
The actual programming and documentation of the system is being conducted by our
employees, the employees of our joint venturer and third party consultants under
the supervision of these experienced project managers. We currently expect that
the total development costs over a three-year period will be approximately $7.5
million including hardware costs and expenses, the costs of employees and
related overhead, and the costs of engaging third party consultants. These
development costs will be shared on an equal basis by us and our joint venturer.
Once developed, we intend to use the property management system in place of
current property management information software for which we pay a license fee
to third parties, and we intend to use the leasing automation system to make
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the lease application process easier for residents and more efficient for us to
manage. We currently project that the property management system will undergo an
on-site test (i.e., a "beta test") during the third quarter of 2000 and that the
system will be functional and implemented during 2001. The leasing automation
system is currently in beta testing at two communities.
We believe that when implemented the system will result in cost savings due to
increased data reliability and efficiencies in management time and overhead, and
that these savings will largely offset the expense associated with amortizing
the system development costs and maintaining the software. We also believe that
it is possible that other real estate companies may desire to use the system
concept and system software that we are developing and that therefore there may
be an opportunity to recover, in the future, a portion of our investment by
licensing the system to others. However, at the present time these potential
cost savings and ancillary revenue are speculative, and we cannot assure that
the system will provide sufficient benefits to offset the cost of development
and maintenance.
We have never before engaged in the development of systems or system software on
this scale and have never licensed a system concept or system software to
others. There are a variety of risks associated with the development of the
system, both for internal use and for potential sale or licensing to third
parties. Among the principal risks associated with this undertaking are the
following:
- we may not be able to maintain the schedule or budget that we have
projected for the development and implementation of the system;
- we may be unable to implement the system with the functionality and
efficiencies we desire on commercially reasonable terms;
- we may decide not to endeavor to license the system to other
enterprises, the system may not be attractive to other enterprises,
and we may not be able to effectively manage the licensing of the
system to other enterprises; and
- the system may not provide AvalonBay with meaningful cost savings or a
meaningful source of ancillary revenues.
The occurrence of any of the events described above could prevent us from
achieving increased efficiencies, realizing revenue growth produced by ancillary
revenues or recovering our initial investment.
Financing Strategy. We have consistently maintained, and intend to continue to
maintain, a conservative capital structure, largely comprised of common equity.
At December 31, 1999, debt-to-total market capitalization was 36.6%, and
permanent long-term floating rate debt, not including borrowings under the
unsecured facility, was only 1.6% of total market capitalization. We currently
intend to limit long-term floating rate debt to less than 10% of total market
capitalization, although that policy may change from time to time.
We have observed and been impacted by a reduction in the availability of cost
effective capital beginning in the third quarter of 1998. We cannot assure you
that cost effective capital will be available to meet future expenditures
required to begin planned reconstruction activity or the construction of the
Development Rights. Before planned reconstruction activity or the construction
of a Development Right begins, we intend to arrange adequate capital sources to
complete such 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 pursuit costs and
forego reconstruction activity which we believe would have increased revenues
and earnings.
We estimate that a significant portion of our liquidity needs will be met from
retained operating cash and borrowings under our $600,000,000 variable rate
unsecured credit facility. At March 1, 2000, $203,500,000 was outstanding,
$75,481,000 was used to provide letters of credit and $321,019,000 was available
for borrowing under the unsecured facility. If required, to meet the balance of
our liquidity needs we will need to arrange additional capacity under our
existing unsecured facility, sell additional existing communities and/or issue
additional debt or equity securities. While we believe we have the financial
position to expand our short term credit capacity and support our capital
markets activity, we cannot assure you that we will be successful in completing
these arrangements, sales or offerings. The failure to complete these
transactions on a cost-effective basis could have a
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material adverse impact on our operating results and financial condition,
including the abandonment of deferred development costs and a resultant charge
to earnings.
For the year ended December 31, 1999, FFO increased to $212,840,000 from
$148,487,000 for the year ended December 31, 1998. FFO for the year ended
December 31, 1998 reflects the operating results for Avalon through June 4, 1998
and for the combined company after that date.
Inflation and Tax Matters
Substantially all of our leases are for a term of one year or less, which may
enable us to realize increased rents upon renewal of existing leases or the
beginning of new leases. Such short-term leases generally minimize the risk to
us of the adverse effects of inflation, although as a general rule these leases
permit residents to leave at the end of the lease term without penalty. Our
current policy is generally to permit residents to terminate leases upon an
agreed advanced written notice and payment of a certain number of months rent,
as stated in the resident's lease, as compensation for early termination.
Short-term leases combined with relatively consistent demand allow rents, and
therefore cash flow from the portfolio to provide an attractive inflation hedge.
We filed an election with our initial federal income tax return to be taxed as a
REIT under the Internal Revenue Code of 1986, as amended, and intend to maintain
our qualification as a REIT in the future. As a qualified REIT, with limited
exceptions, we will not be taxed under federal and certain state income tax laws
at the corporate level on our net income to the extent net income is distributed
to our stockholders. We expect to distribute all of our taxable income and
therefore generally avoid income tax at the corporate level.
Environmental Matters
Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real estate may be
required, in many instances regardless of knowledge or responsibility, to
investigate and remediate the effects of hazardous or toxic substances or
petroleum product releases at such property. The owner or operator may be held
liable to a governmental entity or to third parties for property damage and for
investigation and remediation costs incurred by such parties in connection with
the contamination, which may be substantial. The presence of such substances, or
the failure to properly remediate the contamination, may adversely affect the
owner's ability to borrow against, sell or rent such property. In addition, some
environmental laws create a lien on the contaminated site in favor of the
government for damages and costs it incurs in connection with the contamination.
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Certain federal, state and local laws, regulations and ordinances govern the
removal, encapsulation or disturbance of asbestos-containing materials, or ACMs,
when such materials are in poor condition or in the event of construction,
remodeling, renovation or demolition of a building. Such laws may impose
liability for release of ACMs and may provide for third parties to seek recovery
from owners or operators of real properties for personal injury associated with
ACMs. In connection with our ownership and operation of apartment communities,
we potentially may be liable for such costs. We are not aware that any ACMs were
used in connection with the construction of the communities developed by us.
However, we are aware that ACMs were used in connection with the construction of
certain communities acquired by us. We do not anticipate that we will incur any
material liabilities in connection with the presence of ACMs at these
communities. We currently have or intend to implement an operations and
maintenance program for ACMs at each of the communities at which ACMs have been
detected.
All of our stabilized operating communities, and all of the communities that we
are currently developing or redeveloping, have been subjected to a Phase I or
similar environmental assessment which generally does not involve invasive
techniques such as soil or ground water sampling. These assessments have not
revealed any environmental conditions that we believe will have a material
adverse effect on our business, assets, financial condition or results of
operations. We are not aware of any other environmental conditions which would
have such a material adverse effect.
However, we are aware that the migration of contamination from an upgradient
landowner near Toscana, a community owned by us, has affected the groundwater
there. The upgradient landowner is undertaking remedial response actions and as
of December 31, 1999, a ground water treatment system had been installed. We
expect that the upgradient landowner will take all necessary remediation actions
and ensure the ongoing operation and maintenance of the ground water treatment
system. The upgradient landowner has also provided an indemnity that runs to
current and future owners of the Toscana property and upon which we may be able
to rely if it incurs environmental liability arising from the groundwater
contamination. We are also aware that certain communities have lead paint and we
are undertaking or intend to undertake appropriate remediation.
Additionally, prior to 1994, we had been occasionally involved in developing,
managing, leasing and operating various properties for third parties.
Consequently, we may be considered to have been an operator of such properties
and, therefore, potentially liable for removal or remediation costs or other
potential costs which could relate to hazardous or toxic substances. We are not
aware of any material environmental liabilities with respect to properties that
we managed or developed for such third parties.
We cannot provide assurance that:
- the environmental assessments identified all potential environmental
liabilities;
- no prior owner created any material environmental condition not known
to us or the consultants who prepared the assessments;
- no environmental liabilities developed since such environmental
assessments were prepared;
- the condition of land or operations in the vicinity of our
communities, such as the presence of underground storage tanks, will
not affect the environmental condition of such communities; or
- future uses or conditions, including, without limitation, changes in
applicable environmental laws and regulations, will not result in the
imposition of environmental liability.
ITEM 2. COMMUNITIES
Our real estate investments as of March 1, 2000 consist primarily of stabilized
operating apartment communities, communities in various stages of the
development and redevelopment cycle and land or land options held for
development. We classify these investments into the following categories:
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<TABLE>
<CAPTION>
Number of Number of
communities apartment homes
----------- ---------------
<S> <C> <C>
Current Communities 121 35,648
- --------------------
Stabilized Communities 117 34,193
Established Communities: 63 17,706
Northern California 25 6,461
Southern California 3 600
Mid-Atlantic 18 5,259
Northeast 16 4,888
Midwest 1 498
Other Stabilized Communities: 54 16,487
Northern California 10 2,988
Southern California 13 4,476
Mid-Atlantic 4 1,240
Northeast 16 5,111
Midwest 7 1,717
Pacific Northwest 4 955
Lease-Up Communities - -
Redevelopment Communities 4 1,455
Development Communities 12 3,173
- -----------------------
Development Rights 30 8,624 (*)
- ------------------
</TABLE>
(*) Represents an estimate
Current Communities are apartment communities that have been completed and have
reached occupancy of at least 95%, have been complete for one year, are in the
initial lease-up process or are under redevelopment. Current Communities consist
of the following:
Stabilized Communities. Represents all Current Communities that have
completed initial lease-up by attaining physical occupancy levels of at
least 95% or have been completed for one year, whichever occurs earlier.
Stabilized Communities are categorized as either Established Communities or
Other Stabilized Communities.
- Established Communities. Represents all Stabilized Communities owned
by Avalon and, on a pro forma basis, those owned by Bay as of January
1, 1998, with stabilized operating costs as of January 1, 1998 such
that a comparison of 1998 operating results to 1999 operating results
is meaningful. Each of the Established Communities falls into one of
six geographic areas including Northern California, Southern
California, Mid-Atlantic, Northeast, Midwest, and Pacific Northwest
regions. At December 31, 1999, there were no Established Communities
in the Pacific Northwest.
- Other Stabilized Communities. Represents Stabilized Communities as
defined above, but which became stabilized or were acquired after
January 1, 1998.
Lease-Up Communities. Represents all communities where construction has
been complete for less than one year and where occupancy has not reached at
least 95%.
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Redevelopment Communities. Represents all communities where
substantial redevelopment has begun. Redevelopment is considered
substantial when capital invested during the reconstruction effort
exceeds the lesser of $5 million or 10% of the community's
acquisition cost.
Development Communities are communities that are under construction and
for which a final certificate of occupancy has not been received. These
communities may be partially complete and operating.
Development Rights are development opportunities in the early phase of
the development process for which we have an option to acquire land,
that we are the buyer under a long-term conditional contract to
purchase land, or with respect to which we own land on which we might
in the future develop a new community. We capitalize all related
pre-development costs incurred in pursuit of these new developments.
Our holdings under each of the above categories are discussed on the
following pages.
Current Communities
The Current Communities are primarily garden-style apartment communities
consisting of two and three-story buildings in landscaped settings. The Current
Communities, as of March 1, 2000, include 102 garden-style, 14 high-rise and 5
mid-rise apartment communities. The Current Communities offer many attractive
amenities including some or all of the following:
- vaulted ceilings;
- lofts;
- fireplaces;
- patios/decks; and
- modern appliances.
Other features at various communities may include:
- swimming pools;
- fitness centers;
- tennis courts; and
- business centers.
We also have an extensive and ongoing maintenance program to keep all
communities and apartment homes free of deferred maintenance and, where vacant,
available for immediate occupancy. We believe that excellent design and service
oriented property management focused on the specific needs of residents enhances
market appeal to discriminating residents. We believe this will ultimately
achieve higher rental rates and occupancy levels while minimizing resident
turnover and operating expenses. These Current Communities are upscale
multifamily apartment communities located in the following six geographic
markets:
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<TABLE>
<CAPTION>
Number of Number of apartment Percentage of total
communities at homes at apartment homes at
------------------------ ------------------------- -----------------------
1-1-99 3-1-00 1-1-99 3-1-00 1-1-99 3-1-00
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
NORTHERN CALIFORNIA 35 36 9,538 9,743 25.2% 27.3%
Alameda County, CA 9 8 2,523 2,278 6.7% 6.4%
Sacramento, CA 3 1 850 302 2.2% 0.8%
San Francisco, CA 5 6 1,062 1,288 2.8% 3.6%
San Mateo County, CA 3 3 703 703 1.9% 2.0%
Santa Clara County, CA 15 18 4,400 5,172 11.6% 14.5%
SOUTHERN CALIFORNIA 18 18 5,818 5,816 15.3% 16.3%
Los Angeles, CA 6 6 2,563 2,561 6.8% 7.2%
Orange County, CA 8 8 2,022 2,022 5.3% 5.7%
San Diego, CA 4 4 1,233 1,233 3.2% 3.4%
PACIFIC NORTHWEST 5 5 1,375 1,376 3.6% 3.9%
Portland, OR 1 1 279 279 0.7% 0.8%
Seattle, WA 4 4 1,096 1,097 2.9% 3.1%
NORTHEAST 27 32 9,021 9,999 23.8% 28.0%
Boston, MA 8 9 2,375 2,580 6.3% 7.2%
Fairfield County, CT 7 9 2,234 2,637 5.9% 7.4%
Hartford, CT 1 1 932 932 2.4% 2.6%
Long Island, NY 3 3 575 575 1.5% 1.6%
Northern New Jersey 5 6 2,008 2,268 5.3% 6.4%
Westchester, NY 3 4 897 1,007 2.4% 2.8%
MID-ATLANTIC 30 22 8,825 6,499 23.3% 18.3%
Baltimore, MD 4 4 1,052 1,052 2.8% 3.0%
Norfolk, VA 4 2 904 486 2.4% 1.4%
Northern Virginia 10 8 3,711 2,847 9.8% 8.0%
Richmond, VA 4 1 1,103 268 2.9% 0.7%
Southern Maryland 7 6 1,747 1,538 4.6% 4.3%
Washington, DC 1 1 308 308 0.8% 0.9%
MIDWEST 12 8 3,334 2,215 8.8% 6.2%
Chicago, IL 3 3 887 887 2.3% 2.5%
Cincinnati, OH 1 -- 264 -- 0.7% --
Detroit, MI 1 -- 225 -- 0.6% --
Indianapolis, IN 2 -- 376 -- 1.0% --
Minneapolis, MN 4 5 1,102 1,328 2.9% 3.7%
St. Louis, MO 1 -- 480 -- 1.3% --
------ ------ -------- -------- -------- --------
127 121 37,911 35,648 100.0% 100.0%
====== ====== ======== ======== ======== ========
</TABLE>
We manage and operate all of the Current Communities. During the year ended
December 31, 1999, we completed construction of 2,335 apartment homes in ten
communities for a total cost of $391.6 million. The average age of the Current
Communities, on a weighted average basis according to number of apartment homes,
is approximately ten years.
Of the Current Communities as of March 1, 2000 we own:
- a fee simple, or absolute, ownership interest in 106 operating
communities, one of which is on land subject to a 149 year land lease;
- a general partnership interest in five partnerships that in the
aggregate hold a fee simple interest in five other operating
communities;
- a general partnership interest in four partnerships structured as
DownREITs, as described more fully below, that own an aggregate of
nine communities; and
- a 100% interest in a senior participating mortgage note secured by one
community, which allows us to share in part of the rental income or
resale proceeds of the community.
9
<PAGE> 12
We also hold a fee simple ownership interest in 11 of the Development
Communities and a membership interest in a limited liability company that holds
a fee simple interest in one Development Community.
In each of the four partnerships structured as DownREITs, either AvalonBay or
one of our wholly-owned subsidiaries is the general partner, and there are one
or more limited partners whose interest in the partnership is represented by
units of limited partnership interest. For each DownREIT partnership, limited
partners are entitled to receive distributions before any distribution is made
to the general partner. Although the partnership agreements for each of the
DownREITs are different, generally the distributions paid to the holders of
units of limited partnership interests approximate the current AvalonBay common
stock dividend rate. Each DownREIT partnership has been structured so that it is
unlikely the limited partners will be entitled to a distribution greater than
the initial distribution provided for in the partnership agreement. The holders
of units of limited partnership interest have the right to present each unit of
limited partnership interest for redemption for cash equal to the fair market
value of a share of AvalonBay common stock on the date of redemption. In lieu of
a cash redemption of a unit, we may elect to acquire any unit presented for
redemption for one share of common stock. As of March 1, 2000, there were
966,822 units outstanding. The DownREIT partnerships are consolidated for
financial reporting purposes.
10
<PAGE> 13
PROFILE OF CURRENT AND DEVELOPMENT COMMUNITIES
(DOLLARS IN THOUSANDS, EXCEPT PER APARTMENT HOME DATA)
<TABLE>
<CAPTION>
Approx. Year
rentable built Average
Number of area or size
City and state homes (Sq. Ft.) Acres acquired (Sq. Ft.)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
ALAMEDA COUNTY, CA
Waterford Hayward, CA 544 451,937 11.1 1985/86 831
Hampton Place Fremont, CA 308 316,072 14.3 1992/94 1,026
Hacienda Gardens Pleasanton, CA 456 377,438 14.7 1988/94 828
Amador Oaks Dublin, CA 204 179,004 13.0 1989/97 877
Willow Creek Fremont, CA 235 197,575 3.5 1985/94 841
Alicante Fremont, CA 135 130,350 8.0 1992/94 966
Barrington Hills Hayward, CA 188 168,513 3.0 1986/94 896
Parc Centre at Union Square Union City, CA 208 150,140 8.5 1973/96 722
SACRAMENTO, CA
Governor's Square Sacramento, CA 302 292,138 8.1 1976/97 967
SAN FRANCISCO, CA
Crowne Ridge San Rafael, CA 254 221,525 21.9 1973/96 872
Sunset Towers San Francisco, CA 243 175,511 16.0 1961/96 722
City Heights San Francisco, CA 185 109,238 1.4 1990/95 590
Village Square San Francisco, CA 154 123,080 2.6 1972/94 799
Avalon Towers by the Bay San Francisco, CA 226 243,033 1.0 1999 1,075
Crossbrook Rohnert Park, CA 226 164,219 9.0 1986/94 727
SAN MATEO, CA
Cedar Ridge Daly City, CA 195 141,411 8.0 1975/97 725
Regatta Bay Foster City, CA 288 222,276 11.0 1973/94 772
Sea Ridge Pacifica, CA 220 186,785 7.7 1971/95 849
SANTA CLARA COUNTY, CA
Toscana Sunnyvale, CA 710 658,591 13.6 1997 928
Carriage Square San Jose, CA 324 322,207 7.5 1995 994
Canyon Creek Campbell, CA 348 326,796 8.0 1995 939
CountryBrook San Jose, CA 360 323,012 14.0 1985/96 897
The Arbors Campbell, CA 252 197,000 8.5 1966/97 782
Avalon at Creekside Mountain View, CA 294 215,680 13.0 1962/97 734
The Fountains at River Oaks San Jose, CA 226 210,050 4.0 1990/96 929
Parkside Commons Sunnyvale, CA 192 199,353 8.0 1991/96 1,038
Villa Mariposa Mountain View, CA 248 211,552 4.0 1986 853
San Marino San Jose, CA 248 209,465 11.5 1984/88 845
The Promenade Sunnyvale, CA 220 159,653 5.0 1987/95 726
Foxchase I & II San Jose, CA 396 335,212 12.0 1986/87 844
Glen Creek Morgan Hill, CA 138 112,987 6.0 1989 819
Fairway Glen San Jose, CA 144 119,492 6.0 1986 830
Centremark Cupertino, CA 311 293,328 8.0 1999 943
Avalon on the Alameda San Jose, CA 305 299,722 8.9 1999 983
Rosewalk at Waterford Park I San Jose, CA 300 297,696 10.8 1997 992
Rosewalk at Waterford Park II San Jose, CA 156 152,556 5.8 1999 978
<CAPTION>
Average economic Average
occupancy rental rate (1)
Physical -------------------------------------------------- Financial
occupancy at $ per $ per reporting
12/31/99 1999 1998 Apt Sq. Ft. cost (2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
ALAMEDA COUNTY, CA
Waterford 96.9% 96.0% 97.3% 1,017 1.17 $57,777
Hampton Place 97.1% 95.1% 95.4% 1,459 1.35 $54,589
Hacienda Gardens 96.7% 95.4% 96.6% 1,181 1.36 $58,962
Amador Oaks 97.1% 95.1% 96.8% 1,279 1.39 $26,715
Willow Creek 96.6% 96.2% 96.4% 1,268 1.45 $33,644
Alicante 95.6% 96.2% 94.8% 1,382 1.38 $22,009
Barrington Hills 97.3% 97.6% 98.2% 1,095 1.19 $18,358
Parc Centre at Union Square 97.6% 97.4% 97.6% 1,035 1.40 $21,558
SACRAMENTO, CA
Governor's Square 88.4% 87.5% Redev. 922 0.83 $20,991
SAN FRANCISCO, CA
Crowne Ridge 94.1% 95.2% 96.7% 1,273 1.39 $30,439
Sunset Towers 96.7% 97.8% Redev. 1,363 1.85 $28,090
City Heights 95.7% 96.7% 98.5% 1,400 2.29 $27,392
Village Square 100.0% 98.5% 98.7% 1,406 1.73 $24,052
Avalon Towers by the Bay 99.1% 67.7% N/A 1,435 0.90 $65,863
Crossbrook 96.9% 97.7% 98.6% 880 1.18 $18,985
SAN MATEO, CA
Cedar Ridge 98.5% 96.4% Redev. 1,327 1.76 $25,525
Regatta Bay 91.0% 92.7% 96.6% 1,313 1.58 $40,694
Sea Ridge 99.1% 97.5% 97.7% 1,306 1.50 $30,981
SANTA CLARA COUNTY, CA
Toscana 98.0% 94.9% Lease-Up 1,827 1.87 $120,138
Carriage Square 97.5% 94.9% 96.4% 1,489 1.42 $60,652
Canyon Creek 98.3% 96.4% 97.0% 1,418 1.46 $59,829
CountryBrook 97.2% 96.2% 95.9% 1,245 1.34 $47,521
The Arbors 95.6% 91.3% Redev. 1,179 1.38 $31,562
Avalon at Creekside 91.5% Redev. Redev. 1,132 1.41 $37,778
The Fountains at River Oaks 98.7% 97.1% 96.7% 1,549 1.62 $45,570
Parkside Commons 97.4% 96.7% 96.3% 1,638 1.52 $37,371
Villa Mariposa 94.8% 95.5% 96.9% 1,583 1.77 $49,381
San Marino 98.8% 96.6% 97.3% 1,228 1.40 $33,486
The Promenade 97.3% 97.7% 95.8% 1,286 1.73 $34,341
Foxchase I & II 98.0% 96.8% 94.8% 1,167 1.33 $57,656
Glen Creek 87.7% 92.7% 95.0% 1,227 1.39 $18,337
Fairway Glen 97.9% 96.8% 94.1% 1,133 1.32 $17,047
Centremark 98.7% 88.7% N/A 1,743 1.64 $48,847
Avalon on the Alameda 96.4% 57.8% N/A 1,757 1.03 $55,809
Rosewalk at Waterford Park I 95.7% 95.6% 96.7% 1,529 1.47 $56,240
Rosewalk at Waterford Park II 98.7% 76.8% N/A 1,446 1.13 $21,621
</TABLE>
11
<PAGE> 14
PROFILE OF CURRENT AND DEVELOPMENT COMMUNITIES
(DOLLARS IN THOUSANDS, EXCEPT PER APARTMENT HOME DATA)
<TABLE>
<CAPTION>
Approx. Year
rentable built Average
Number of area or size
City and state homes (Sq. Ft.) Acres acquired (Sq. Ft,)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
LOS ANGELES, CA
ViewPointe Woodland Hills, CA 663 592,683 18.2 1989/97 894
Lakeside Burbank, CA 748 530,114 14.7 1969/97 709
Avalon Westside Terrace Los Angeles, CA 363 229,296 4.8 1966/97 632
Arbor Heights Hacienda Heights, CA 351 277,220 20.0 1970/97 790
Warner Oaks Woodland Hills, CA 227 191,629 6.8 1979/98 844
TimberWood West Covina, CA 209 190,200 8.4 1972/97 910
ORANGE COUNTY, CA
SunScape Huntington Beach, CA 400 353,192 16.4 1972/97 883
Avalon at Pacific Bay Huntington Beach, CA 304 268,000 9.7 1971/97 882
Mill Creek Costa Mesa, CA 258 208,890 8.9 1973/96 810
Villa Serena Rancho Santa Margarita, CA 301 229,593 20.0 1990/97 763
Amberway Anaheim, CA 272 205,572 9.9 1983/98 756
Laguna Brisas Laguna Niguel, CA 176 174,848 10.0 1988/98 993
Lafayette Place Costa Mesa, CA 145 120,690 6.6 1956/96 832
Larkspur Canyon Mission Viejo, CA 166 124,600 7.8 1984/96 751
SAN DIEGO, CA
Avalon at Mission Bay San Diego, CA 564 402,327 5.7 1969/97 713
Gateway Tower San Diego, CA 293 224,840 1.2 1973/98 767
Mission Woods San Diego, CA 200 208,100 4.0 1960/97 1,041
SummerWalk San Diego, CA 176 141,120 8.8 1982/97 802
PACIFIC NORTHWEST
PORTLAND, OR
Waterhouse Place Beaverton, OR 279 261,464 12.0 1990/97 937
SEATTLE, WA
The Verandas at Bear Creek Redmond, WA 264 288,250 22.0 1998 1,092
Gallery Place Redmond, WA 222 206,004 22.0 1991/97 928
Avalon Ridge Renton, WA 421 382,382 20.0 1987/88 908
Avalon Westhaven Seattle, WA 190 149,700 9.0 1989/97 788
NORTHEAST
BOSTON, MA
Avalon at Prudential Center Boston, MA 781 747,954 1.0 1998 958
Longwood Towers Brookline, MA 334 315,802 4.2 1993 946
Avalon at Center Place Providence, RI 225 231,671 1.2 1997 1,030
Avalon Summit Quincy, MA 245 203,848 9.1 1996 832
Avalon at Lexington Lexington, MA 198 231,182 18.0 1994 1,168
Avalon at Faxon Park Quincy, MA 171 175,494 8.3 1998 1,026
Avalon West Westborough, MA 120 147,472 10.1 1996 1,229
Avalon Oaks Wilmington, MA 204 229,748 22.5 1999 1,023
<CAPTION>
Average economic Average
occupancy rental rate (1)
Physical -------------------------------------------------- Financial
occupancy at $ per $ per reporting
12/31/99 1999 1998 Apt Sq. Ft. cost (2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
LOS ANGELES, CA
ViewPointe 96.4% 94.4% Redev. 1,070 1.13 $70,829
Lakeside 95.2% 95.8% Redev. 829 1.12 $55,746
Avalon Westside Terrace 94.2% 85.8% Redev. 1,131 1.54 $36,807
Arbor Heights 94.3% 80.0% Redev. 793 0.80 $29,458
Warner Oaks 96.9% 82.4% Redev. 1,070 1.05 $26,068
TimberWood 96.7% 96.2% Redev. 963 1.02 $14,736
ORANGE COUNTY, CA
SunScape 96.5% 95.0% Redev. 1,056 1.14 $36,985
Avalon at Pacific Bay 98.7% 82.3% Redev. 929 0.87 $31,692
Mill Creek 96.9% 93.8% 95.3% 1,009 1.17 $24,134
Villa Serena 98.0% 97.2% Redev. 937 1.20 $23,541
Amberway 96.7% 89.1% Redev. 807 0.95 $20,989
Laguna Brisas 99.4% Redev. 91.5% 954 0.92 $18,620
Lafayette Place 94.5% 94.3% Redev. 1,180 1.34 $10,089
Larkspur Canyon 97.6% 94.7% 95.0% 944 1.19 $12,854
SAN DIEGO, CA
Avalon at Mission Bay 84.0% Redev. Redev. 966 1.15 $60,556
Gateway Tower 98.0% 97.3% 94.7% 935 1.19 $24,326
Mission Woods 97.0% 98.2% Redev. 1,097 1.03 $21,544
SummerWalk 96.6% 97.2% 96.4% 895 1.09 $14,097
PACIFIC NORTHWEST
PORTLAND, OR
Waterhouse Place 95.0% 88.2% Redev. 704 0.66 $20,671
SEATTLE, WA
The Verandas at Bear Creek 94.7% 88.5% 86.0% 1,173 0.95 $34,382
Gallery Place 92.8% 91.4% Redev. 1,058 1.04 $25,934
Avalon Ridge 93.8% Redev. Redev. 662 0.63 $28,592
Avalon Westhaven 94.7% 86.7% Redev. 750 0.83 $12,519
NORTHEAST
BOSTON, MA
Avalon at Prudential Center 98.7% 98.4% 98.1% 2,047 2.10 $131,937
Longwood Towers 98.8% 98.3% 95.3% 1,704 1.77 $41,805
Avalon at Center Place 94.8% 96.1% 94.5% 1,912 1.78 $26,995
Avalon Summit 97.6% 96.3% 96.4% 1,092 1.26 $16,468
Avalon at Lexington 99.0% 96.5% 94.5% 1,681 1.39 $14,912
Avalon at Faxon Park 97.1% 96.5% 74.0% 1,519 1.43 $15,231
Avalon West 99.2% 96.7% 97.5% 1,444 1.14 $10,824
Avalon Oaks 96.6% 64.5% N/A 1,423 0.81 $20,574
</TABLE>
12
<PAGE> 15
PROFILE OF CURRENT AND DEVELOPMENT COMMUNITIES
(DOLLARS IN THOUSANDS, EXCEPT PER APARTMENT HOME DATA)
<TABLE>
<CAPTION>
Approx. Year
rentable built
Number of area or
City and state homes (Sq. Ft.) Acres acquired
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FAIRFIELD COUNTY, CT
Avalon Walk I & II Hamden, CT 764 761,441 38.4 1992/94
Avalon Glen Stamford, CT 238 221,828 4.1 1991
Avalon Gates Trumbull, CT 340 381,322 37.0 1997
Hanover Hall Stamford, CT 388 328,002 4.6 1961/98
Avalon Springs Wilton, CT 102 158,259 12.0 1996
Avalon Valley Danbury,CT 268 297,479 17.1 1999
Avalon Lake Danbury,CT 135 166,231 32.0 1999
HARTFORD, CT
Avalon Pavilions Manchester, CT 932 849,680 46.3 1990/92
LONG ISLAND, NY
Avalon Commons Smithtown, NY 312 363,049 20.6 1997
Avalon Towers Long Beach, NY 109 124,836 1.3 1995
Avalon Court Melville, NY 154 193,464 10.8 1997
NORTHERN NEW JERSEY
Avalon Cove Jersey City, NJ 504 574,675 11.1 1997
The Tower at Avalon Cove Jersey City, NJ 269 241,825 2.8 1999
Avalon Watch West Windsor, NJ 512 485,871 64.0 1988
Avalon Crest Fort Lee, NJ 351 371,411 13.1 1999
Avalon Run East Lawrenceville, NJ 206 265,198 27.0 1996
WESTCHESTER, NY
Avalon Gardens Nanuet, NY 504 638,439 55.0 1998
Avalon View Wappingers Falls, NY 288 335,088 41.0 1993
Avalon Green Elmsford, NY 105 113,538 16.9 1995
The Avalon Bronxville, NY 110 119,186 1.5 1999
MID-ATLANTIC
BALTIMORE, MD
Avalon at Fairway Hills I & II Columbia, MD 720 724,253 42.1 1987/96
Avalon at Symphony Glen Columbia, MD 174 178,267 10.0 1986
Avalon Landing Annapolis, MD 158 117,033 13.8 1995
NORFOLK, VA
Avalon Birches Chesapeake, VA 312 283,920 20.9 1995
Avalon Pines Virginia Beach, VA 174 142,800 9.7 1996
NORTHERN VIRGINIA
Avalon at Ballston - Vermont & Quincy Towers Arlington, VA 454 420,242 2.3 1997
Avalon Crescent McLean, VA 558 613,426 19.1 1996
Avalon at Ballston - Washington Towers Arlington, VA 344 294,786 4.1 1990
Avalon at Cameron Court Alexandria, VA 460 467,292 16.0 1998
AuturimWoods Fairfax, VA 420 355,228 24.2 1996
Avalon at Fair Lakes Fairfax, VA 234 285,822 10.0 1998
Avalon at Dulles Sterling, VA 236 232,632 15.7 1986
Avalon at Providence Park Fairfax, VA 141 148,211 4.0 1997
<CAPTION>
Average economic Average
occupancy rental rate (1)
Average Physical ------------------------------------- Financial
size occupancy at $ per $ per reporting
(Sq. Ft.) 12/31/99 1999 1998 Apt Sq. Ft. cost (2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FAIRFIELD COUNTY, CT
Avalon Walk I & II 996 98.6% 97.3% 97.2% 1,090 1.06 $58,634
Avalon Glen 932 93.3% 96.0% 97.7% 1,755 1.81 $30,723
Avalon Gates 1,122 95.3% 96.8% 98.4% 1,365 1.18 $35,765
Hanover Hall 845 95.9% 96.9% 90.9% 1,112 1.27 $38,895
Avalon Springs 1,552 99.0% 99.2% 99.3% 2,302 1.47 $16,629
Avalon Valley 1,070 99.6% 58.2% N/A 1,366 0.72 $25,195
Avalon Lake 1,184 99.3% 60.3% N/A 1,453 0.71 $16,680
HARTFORD, CT
Avalon Pavilions 912 98.1% 97.0% 96.4% 908 0.97 $57,508
LONG ISLAND, NY
Avalon Commons 1,164 97.8% 98.1% 98.8% 1,541 1.30 $33,255
Avalon Towers 1,145 98.2% 98.5% 96.7% 2,435 2.09 $16,434
Avalon Court 1,256 98.7% 98.2% 98.8% 1,772 1.39 $18,954
NORTHERN NEW JERSEY
Avalon Cove 1,140 98.2% 95.3% 96.9% 2,470 2.06 $91,156
The Tower at Avalon Cove 905 98.1% 58.4% N/A 2,262 1.47 $47,144
Avalon Watch 949 99.0% 97.7% 97.5% 1,147 1.18 $28,738
Avalon Crest 1,058 95.7% 41.9% N/A 2,025 0.80 $54,893
Avalon Run East 1,287 96.6% 98.0% 97.3% 1,396 1.06 $16,247
WESTCHESTER, NY
Avalon Gardens 1,267 99.6% 98.5% 81.1% 1,595 1.24 $54,138
Avalon View 1,164 100.0% 98.7% 97.9% 1,064 0.90 $17,931
Avalon Green 1,081 100.0% 99.3% 97.5% 2,001 1.84 $12,532
The Avalon 1,085 98.2% 63.3% N/A 1,550 0.90 $28,128
MID-ATLANTIC
BALTIMORE, MD
Avalon at Fairway Hills I & II 1,005 97.6% 97.5% 95.1% 914 0.89 $43,783
Avalon at Symphony Glen 1,025 94.8% 97.3% 96.9% 903 0.86 $8,506
Avalon Landing 741 98.1% 97.5% 97.8% 840 1.11 $9,425
NORFOLK, VA
Avalon Birches 910 93.3% 93.9% 95.9% 754 0.78 $13,801
Avalon Pines 821 97.1% 96.4% 93.2% 699 0.82 $8,793
NORTHERN VIRGINIA
Avalon at Ballston - Vermont & Quincy Towers 926 99.6% 97.5% 97.2% 1,178 1.24 $46,873
Avalon Crescent 1,099 98.0% 97.3% 97.3% 1,434 1.27 $57,252
Avalon at Ballston - Washington Towers 857 98.3% 97.7% 96.9% 1,214 1.38 $37,008
Avalon at Cameron Court 1,016 97.6% 97.4% 55.0% 1,335 1.28 $43,223
AuturimWoods 846 98.6% 98.0% 97.0% 957 1.11 $30,790
Avalon at Fair Lakes 1,221 98.3% 97.0% 72.9% 1,277 1.01 $23,461
Avalon at Dulles 986 99.2% 98.2% 97.7% 928 0.92 $11,744
Avalon at Providence Park 1,051 100.0% 98.1% 97.2% 1,039 0.97 $11,151
</TABLE>
13
<PAGE> 16
PROFILE OF CURRENT AND DEVELOPMENT COMMUNITIES
(DOLLARS IN THOUSANDS, EXCEPT PER APARTMENT HOME DATA)
<TABLE>
<CAPTION>
Approx. Year
rentable built Average
Number of area or size
City and state homes (Sq. Ft.) Acres acquired (Sq. Ft,)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RICHMOND, VA
Avalon Woods Richmond, VA 268 158,618 18.5 1994 592
SOUTHERN MARYLAND
Avalon at Decoverly Rockville, MD 368 368,446 25.0 1995 1,001
Avalon Knoll Germantown, MD 300 290,365 26.7 1985 968
Avalon Fields I & II Gaithersburg, MD 288 292,282 9.2 1998 1,050
Avalon Crossing Rockville, MD 132 147,690 5.0 1996 1,119
WASHINGTON, D.C.
4100 Massachusetts Avenue Washington, D.C. 308 298,725 2.7 1982 970
MIDWEST
CHICAGO, IL
Avalon at Danada Farms Wheaton, IL 295 350,606 19.2 1997 1,188
Avalon at West Grove Westmont, IL 400 388,500 17.4 1967 971
Avalon at Stratford Green Bloomingdale, IL 192 237,204 12.7 1997 1,235
MINNEAPOLIS, MN
Avalon at Devonshire Bloomington, MI 498 470,762 42.0 1988 945
Avalon at Edinburgh Brooklyn Park, MN 198 222,130 11.3 1992 1,122
Avalon at Town Centre Eagan, MN 248 235,518 18.7 1986 950
Avalon at Town Square Plymouth, MN 160 144,026 8.3 1986 900
Avalon at Woodbury Woodbury, MN 224 287,975 15.0 1999 1,286
DEVELOPMENT COMMUNITIES
Avalon Corners Stamford, CT 195 192,174 3.2 N/A 986
Avalon Court North Melville, NY 340 403,640 24.6 N/A 1,187
Avalon Willow Mamaroneck, NY 227 199,945 4.0 N/A 881
Avalon at Fox Mill Herndon, VA 165 219,360 12.8 N/A 1,329
Avalon Essex Peabody, MA 154 173,520 11.1 N/A 1,127
Avalon Haven North Haven, CT 128 140,544 10.6 N/A 1,098
Avalon at Florham Park Florham Park, NJ 270 331,560 41.9 N/A 1,228
Avalon River Mews Edgewater, NJ 408 405,144 7.1 N/A 993
Avalon Bellevue Bellevue, WA 202 164,226 1.7 N/A 813
Avalon at Arlington Square I Arlington, VA 510 583,950 14.2 N/A 1,145
Avalon on the Sound New Rochelle, NY 412 372,860 2.4 N/A 905
Avalon Estates Hull, MA 162 182,736 55.6 N/A 1,128
<CAPTION>
Average economic Average
occupancy rental rate (1)
Physical ---------------------------------------------- Financial
occupancy at $ per $ per reporting
12/31/99 1999 1998 Apt Sq. Ft. cost (2)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RICHMOND, VA
Avalon Woods 95.9% 93.7% 95.3% 591 0.94 $8,661
SOUTHERN MARYLAND
Avalon at Decoverly 96.2% 96.2% 96.8% 1,115 1.07 $31,258
Avalon Knoll 97.0% 96.5% 97.1% 871 0.87 $8,173
Avalon Fields I & II 96.5% 97.2% 89.4% 1,108 1.06 $22,664
Avalon Crossing 96.2% 97.2% 98.1% 1,472 1.28 $13,890
WASHINGTON, D.C.
4100 Massachusetts Avenue 95.5% 96.9% 97.9% 1,511 1.51 $35,143
MIDWEST
CHICAGO, IL
Avalon at Danada Farms 96.6% 93.8% 92.6% 1,373 1.08 $38,068
Avalon at West Grove 87.5% 91.1% 95.3% 844 0.79 $29,159
Avalon at Stratford Green 99.0% 97.4% 96.3% 1,277 1.01 $21,908
MINNEAPOLIS, MN
Avalon at Devonshire 97.2% 97.2% 97.1% 915 0.94 $36,912
Avalon at Edinburgh 99.0% 96.2% 95.3% 1,023 0.88 $18,435
Avalon at Town Centre 95.6% 97.8% 98.5% 907 0.93 $17,936
Avalon at Town Square 98.8% 98.5% 97.5% 906 0.99 $10,753
Avalon at Woodbury 84.4% 84.6% N/A 1,210 0.80 $25,508
DEVELOPMENT COMMUNITIES
Avalon Corners N/A N/A N/A N/A N/A $30,177
Avalon Court North N/A N/A N/A N/A N/A $38,511
Avalon Willow N/A N/A N/A N/A N/A $39,102
Avalon at Fox Mill N/A N/A N/A N/A N/A $18,883
Avalon Essex N/A N/A N/A N/A N/A $14,727
Avalon Haven N/A N/A N/A N/A N/A $3,033
Avalon at Florham Park N/A N/A N/A N/A N/A $16,880
Avalon River Mews N/A N/A N/A N/A N/A $20,747
Avalon Bellevue N/A N/A N/A N/A N/A $9,543
Avalon at Arlington Square I N/A N/A N/A N/A N/A $25,859
Avalon on the Sound N/A N/A N/A N/A N/A $4,022
Avalon Estates N/A N/A N/A N/A N/A $2,623
</TABLE>
14
<PAGE> 17
FEATURES AND RECREATIONAL AMENITIES - CURRENT AND DEVELOPMENT COMMUNITIES
<TABLE>
<CAPTION>
1 BR 2BR 3BR
--------------------------------------------------------------------------------------
1/1.5 BA 1/1.5 BA 2/2.5/3 BA 2/2.5 BA 3BA
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford 208 - 336 - -
Hampton Place 88 - 176 - 44
Hacienda Gardens 238 - 218 - -
Amador Oaks 72 8 60 48 -
Willow Creek 99 - 136 - -
Alicante 42 81 - - 12
Barrington Hills 48 - 140 - -
Parc Centre at Union Square 124 84 - - -
Central Valley, CA
Governor's Square 93 63 68 30 -
San Francisco, CA
Crown Ridge 158 68 24 - -
Sunset Towers 183 20 20 - -
City Heights 114 - 25 - -
Village Square 90 - 49 15 -
Avalon Towers by the Bay 103 - 120 - 3
Crossbrook 88 30 108 - -
San Mateo, CA
Cedar Ridge 117 33 24 - -
Regatta Bay 124 123 1 - -
Sea Ridge 58 106 56 - -
Santa Clara County, CA
Toscana 338 - 336 18 15
Carriage Square 90 - 210 - 24
Canyon Creek 156 - 180 - 12
CountryBrook 108 - 252 - -
The Arbors 212 40 - - -
Avalon at Creekside 158 128 - - -
The Fountains at River Oaks 100 - 126 - -
Parkside Commons 60 - 96 36 -
Villa Mariposa 108 - 88 52 -
San Marino 103 - 145 - -
The Promenade 112 10 54 - -
Foxchase I and II 168 - 228 - -
Glen Creek 58 - 79 - 1
Fairway Glen 60 - 84 - -
CentreMark 145 - 152 - 14
Avalon on the Alameda 113 - 164 - 28
Rosewalk at Waterford Park I 96 - 192 - 12
Rosewalk at Waterford Park II 72 - 72 - 12
<CAPTION>
Studios / Washer & dryer Vaulted
efficiencies Other Total Parking spaces hook-ups or units ceilings
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford - - 544 876 Some Some
Hampton Place - - 308 570 All Most
Hacienda Gardens - - 456 856 All Some
Amador Oaks - 16 204 427 Most Some
Willow Creek - - 235 240 All None
Alicante - - 135 260 All Some
Barrington Hills - - 188 320 All Half
Parc Centre at Union Square - - 208 210 None None
Central Valley, CA
Governor's Square 48 - 302 332 Some Half
San Francisco, CA
Crown Ridge 4 - 254 377 Some Some
Sunset Towers 20 - 243 244 None None
City Heights 46 - 185 104 None None
Village Square - - 154 155 None Some
Avalon Towers by the Bay - - 226 235 All Some
Crossbrook - - 226 343 None Half
San Mateo, CA
Cedar Ridge 21 - 195 258 None None
Regatta Bay 40 - 288 490 None None
Sea Ridge - - 220 299 None None
Santa Clara County, CA
Toscana 3 - 710 1,400 All Some
Carriage Square - - 324 562 All Some
Canyon Creek - - 348 588 All Some
CountryBrook - - 360 694 All Some
The Arbors - - 252 395 All None
Avalon at Creekside 8 - 294 376 None None
The Fountains at River Oaks - - 226 354 All None
Parkside Commons - - 192 192 All Some
Villa Mariposa - - 248 421 All Some
San Marino - - 248 436 All Some
The Promenade 44 - 220 394 Some None
Foxchase I and II - - 396 719 All Some
Glen Creek - - 138 228 All Half
Fairway Glen - - 144 226 All Some
CentreMark - - 311 526 All Some
Avalon on the Alameda - - 305 558 All Some
Rosewalk at Waterford Park I - - 300 420 All Some
Rosewalk at Waterford Park II - - 156 228 All Some
<CAPTION>
Large storage Balcony patio
Lofts Fireplaces or walk-in closet deck or sunroom Built-in bookcases
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford None None All All None
Hampton Place None Half Most All None
Hacienda Gardens None Most None All None
Amador Oaks None Most All All None
Willow Creek None None All All None
Alicante None Some All All None
Barrington Hills None None All All Some
Parc Centre at Union Square None Most All All None
Central Valley, CA
Governor's Square None Most Some All Some
San Francisco, CA
Crown Ridge None Some None All None
Sunset Towers None None None Some None
City Heights None None None Some Most
Village Square None None All All None
Avalon Towers by the Bay None Some Half Most None
Crossbrook None Some None All None
San Mateo, CA
Cedar Ridge Some None Some All None
Regatta Bay None None Most Most None
Sea Ridge None Some Some All None
Santa Clara County, CA
Toscana Some Some Most All Some
Carriage Square None None Most All None
Canyon Creek None None All All None
CountryBrook None All None All None
The Arbors None None None Half None
Avalon at Creekside None Some None Most None
The Fountains at River Oaks None Most All All None
Parkside Commons None Half All All Some
Villa Mariposa None None Some All None
San Marino None None Most All None
The Promenade None None All All None
Foxchase I and II None None Some All None
Glen Creek None None All All None
Fairway Glen None None None All None
CentreMark None Some Some All Some
Avalon on the Alameda None Some All All None
Rosewalk at Waterford Park I None Some Some All Most
Rosewalk at Waterford Park II None Some Most All Most
<CAPTION>
Non-direct Direct Homes w/ pre-wired
Carports access garages access garages security systems
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford Yes No No None
Hampton Place Yes Yes No All
Hacienda Gardens Yes Yes Yes None
Amador Oaks No Yes No None
Willow Creek Yes No No None
Alicante Yes No No All
Barrington Hills Yes No No None
Parc Centre at Union Square Yes No No None
Central Valley, CA
Governor's Square No Yes Yes None
San Francisco, CA
Crown Ridge Yes No Yes None
Sunset Towers Yes No Yes None
City Heights Yes Yes No None
Village Square No Yes No None
Avalon Towers by the Bay No No Yes All
Crossbrook Yes No Yes None
San Mateo, CA
Cedar Ridge Yes No Yes None
Regatta Bay Yes No No None
Sea Ridge Yes Yes No None
Santa Clara County, CA
Toscana No Yes No All
Carriage Square Yes Yes No All
Canyon Creek Yes Yes No All
CountryBrook Yes Yes No None
The Arbors Yes Yes No None
Avalon at Creekside Yes No No None
The Fountains at River Oaks No No Yes None
Parkside Commons Yes Yes No None
Villa Mariposa Yes No No None
San Marino Yes No No None
The Promenade No No Yes None
Foxchase I and II Yes No No None
Glen Creek Yes No No None
Fairway Glen Yes No No Some
CentreMark No Yes Yes None
Avalon on the Alameda No Yes No All
Rosewalk at Waterford Park I Yes Yes No All
Rosewalk at Waterford Park II Yes Yes No All
</TABLE>
15
<PAGE> 18
FEATURES AND RECREATIONAL AMENITIES - CURRENT AND DEVELOPMENT COMMUNITIES
<TABLE>
<CAPTION>
1 BR 2BR 3BR
-----------------------------------------------------------------------------------------
1/1.5 BA 1/1.5 BA 2/2.5/3 BA 2/2.5 BA 3BA
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe 222 - 441 - -
Lakeside 296 138 81 12 -
Avalon Westside Terrace 126 - 102 - -
Arbor Heights 213 - 134 2 -
Warner Oaks 89 54 64 20 -
TimberWood 32 50 63 64 -
Orange County, CA
SunScape - 36 324 40 -
Avalon at Pacific Bay 144 56 104 - -
Mill Creek 124 - 86 - -
Villa Serena 160 75 66 - -
Amberway 114 48 48 - -
Laguna Brisas - - 176 - -
Lafayette Place 44 54 - 35 -
Larkspur Canyon 32 28 44 - -
San Diego, CA
Avalon at Mission Bay 270 9 165 - -
Gateway Tower 113 - 83 - -
Mission Woods 18 1 98 83 -
SummerWalk 48 48 80 - -
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place 99 38 138 4 -
Seattle, WA
The Verandas at Bear Creek 55 40 110 59 -
Gallery Place 76 44 67 35 -
Avalon Ridge 16 19 217 169 -
Avalon Westhaven 94 82 6 8 -
NORTHEAST
Boston, MA
Avalon at Prudential Center 361 - 237 - 23
Longwood Towers 145 52 23 25 -
Avalon at Center Place 103 - 111 5 -
Avalon Summit 154 61 28 2 -
Avalon at Lexington 28 24 90 56 -
Avalon at Faxon Park 68 - 75 28 -
Avalon West 40 - 55 25 -
Avalon Oaks 60 24 96 24 -
<CAPTION>
Studios/ Washer & dryer Vaulted
efficiencies Other Total Parking spaces hook-ups or units ceilings
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe - - 663 1,300 Some None
Lakeside 221 - 748 909 Some None
Avalon Westside Terrace 135 - 363 484 None None
Arbor Heights 2 - 351 940 All None
Warner Oaks - - 227 252 All Some
TimberWood - - 209 400 Most Half
Orange County, CA
SunScape - - 400 790 None None
Avalon at Pacific Bay - - 304 478 All None
Mill Creek 48 258 300 Some Half
Villa Serena - - 301 523 All None
Amberway 62 - 272 454 None Some
Laguna Brisas - - 176 335 None Some
Lafayette Place 12 - 145 235 Most Some
Larkspur Canyon - 62 166 166 None None
San Diego, CA
Avalon at Mission Bay 120 - 564 695 None None
Gateway Tower 97 - 293 292 None None
Mission Woods - - 200 384 Most None
SummerWalk - - 176 176 All None
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place - - 279 445 All None
Seattle, WA
The Verandas at Bear Creek - - 264 470 All All
Gallery Place - - 222 384 All Some
Avalon Ridge - - 421 731 All Some
Avalon Westhaven - - 190 198 Most None
NORTHEAST
Boston, MA
Avalon at Prudential Center 148 12 781 142 None None
Longwood Towers 81 8 334 210 Some None
Avalon at Center Place 6 - 225 345 All None
Avalon Summit - - 245 328 None None
Avalon at Lexington - - 198 323 All Some
Avalon at Faxon Park - - 171 287 All Some
Avalon West - - 120 145 All Some
Avalon Oaks - - 204 355 All Some
<CAPTION>
Large storage Balcony patio
Lofts Fireplaces or walk-in closet deck or sunroom Built-in bookcases
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe Some None Most All None
Lakeside None Some Some Some None
Avalon Westside Terrace None None None All Some
Arbor Heights None None None Half None
Warner Oaks None Some Some All None
TimberWood None None All All None
Orange County, CA
SunScape None None Most Most None
Avalon at Pacific Bay None None Half All None
Mill Creek None None Half All None
Villa Serena None None None All None
Amberway None None None All None
Laguna Brisas None All None Most None
Lafayette Place None Some Most Most Some
Larkspur Canyon None None None All None
San Diego, CA
Avalon at Mission Bay None None Some All None
Gateway Tower None None None All None
Mission Woods None Most Most Most None
SummerWalk None All Some All All
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place None Most Some All None
Seattle, WA
The Verandas at Bear Creek None Most All All Some
Gallery Place None Most All All None
Avalon Ridge None Most All All Some
Avalon Westhaven None All None All None
NORTHEAST
Boston, MA
Avalon at Prudential Center None None Most Some None
Longwood Towers None Some Most Some Some
Avalon at Center Place None None Half Some None
Avalon Summit None None None All None
Avalon at Lexington Some Some Most All None
Avalon at Faxon Park Some Some All All None
Avalon West Some Some All Half None
Avalon Oaks Some Some All All None
<CAPTION>
Non-direct Direct Homes w/ pre-wired
Carports access garages access garages security systems
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe No No No None
Lakeside Yes Yes No None
Avalon Westside Terrace No No No None
Arbor Heights Yes Yes No None
Warner Oaks Yes No No None
TimberWood Yes No No None
Orange County, CA
SunScape Yes Yes No None
Avalon at Pacific Bay Yes Yes No None
Mill Creek Yes Yes Yes None
Villa Serena Yes Yes No None
Amberway Yes Yes No None
Laguna Brisas Yes No No None
Lafayette Place Yes Yes No None
Larkspur Canyon Yes Yes No None
San Diego, CA
Avalon at Mission Bay No Yes No None
Gateway Tower No No Yes None
Mission Woods No Yes No None
SummerWalk Yes No No None
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place Yes Yes No None
Seattle, WA
The Verandas at Bear Creek Yes Yes Yes All
Gallery Place Yes Yes No None
Avalon Ridge Yes No No None
Avalon Westhaven Yes No No None
NORTHEAST
Boston, MA
Avalon at Prudential Center No No No None
Longwood Towers No No No Some
Avalon at Center Place No No No None
Avalon Summit No Yes No None
Avalon at Lexington Yes Yes No All
Avalon at Faxon Park No Yes No All
Avalon West No Yes Yes All
Avalon Oaks No Yes No All
</TABLE>
16
<PAGE> 19
FEATURES AND RECREATIONAL AMENITIES-CURRENT AND DEVELOPMENT COMMUNITIES
<TABLE>
<CAPTION>
1 BR 2BR 3BR
-----------------------------------------------------------------------------------------
1/1.5 BA 1/1.5 BA 2/2.5/3 BA 2/2.5 BA 3BA
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II 272 116 122 74 -
Avalon Glen 124 - 114 - -
Avalon Gates 122 - 168 50 -
Hanover Hall 68 146 - 70 -
Avalon Springs - - 70 32 -
Avalon Valley 106 - 134 28 -
Avalon Lake 36 - 46 - -
Hartford, CT
Avalon Pavilions 472 168 220 72 -
Long Island, NY
Avalon Commons 128 40 112 32 -
Avalon Towers - - 37 1 3
Avalon Court 34 - 76 44 -
Northern New Jersey
Avalon Cove 190 - 190 46 2
The Tower at Avalon Cove 147 24 74 24 -
Avalon Watch 252 36 142 40 -
Avalon Crest 96 - 131 67 -
Avalon Run East 64 - 106 36 -
Westchester, NY
Avalon Gardens 208 48 144 104 -
Avalon View 115 47 62 64 -
Avalon Green 25 24 56 - -
The Avalon 55 2 43 10 -
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II 269 237 154 24 36
Avalon at Symphony Glen 86 14 54 20 -
Avalon Landing 65 18 57 - -
Norfolk, VA
Avalon Birches 120 - 192 - -
Avalon Pines 90 24 60 - -
Northern Virginia
Avalon at Ballston - Vermont &
Quincey Towers 333 37 84 - -
Avalon Crescent 186 26 346 - -
Avalon at Ballston - Washington Towers 205 28 111 - -
Avalon at Cameron Court 208 - 168 - -
AutumnWoods 220 72 96 - -
Avalon at Fair Lakes 45 12 125 26 26
Avalon at Dulles 104 40 76 - 16
Avalon at Providence Park 19 - 112 4 -
</TABLE>
<TABLE>
<CAPTION>
Studios/ Washer & dryer
efficiencies Other Total Parking spaces hook-ups or units Vaulted ceilingsge
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II - 180 764 1,528 All Some
Avalon Glen - - 238 400 Most Some
Avalon Gates - - 340 580 All Some
Hanover Hall 104 - 388 405 None None
Avalon Springs - - 102 153 All Half
Avalon Valley - - 268 626 All Some
Avalon Lake 24 29 135 382 All Some
Hartford, CT
Avalon Pavilions - - 932 1,631 All Some
Long Island, NY
Avalon Commons - - 312 538 All Some
Avalon Towers 1 67 109 198 All None
Avalon Court - - 154 292 All Some
Northern New Jersey
Avalon Cove - 76 504 460 All Some
The Tower at Avalon Cove - - 269 299 All None
Avalon Watch - 42 512 768 All Some
Avalon Crest - 57 351 325 All Some
Avalon Run East - - 206 345 All Some
Westchester, NY
Avalon Gardens - - 504 1,008 All Half
Avalon View - - 288 576 All Some
Avalon Green - - 105 179 All Some
The Avalon - - 110 167 All Some
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II - - 720 1,137 All Some
Avalon at Symphony Glen - - 174 266 All Some
Avalon Landing - 18 158 257 All None
Norfolk, VA
Avalon Birches - - 312 562 All Some
Avalon Pines - - 174 308 All Some
Northern Virginia
Avalon at Ballston - Vermont & Quinc - - 454 498 All None
Avalon Crescent - - 558 662 All Some
Avalon at Ballston - Washington Tower - - 344 415 All None
Avalon at Cameron Court - 84 460 736 All Some
AutumnWoods - 32 420 727 All Some
Avalon at Fair Lakes - - 234 505 All Half
Avalon at Dulles - - 236 493 All Some
Avalon at Providence Park - 6 141 287 All None
</TABLE>
<TABLE>
<CAPTION>
Large storage Balcony patio Built-in
Lofts Fireplaces or walk-in closet deck or sunroom bookcases Carports
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II Some Half All All Some Yes
Avalon Glen Some Some Half Most None Yes
Avalon Gates Some None All All None Yes
Hanover Hall None None Some All None No
Avalon Springs Half Half All All None No
Avalon Valley Some Some All All None Yes
Avalon Lake Some Some All All None No
Hartford, CT
Avalon Pavilions Some Some Most All None Yes
Long Island, NY
Avalon Commons Some Some All All None No
Avalon Towers None None All Most None No
Avalon Court Some Some All All None No
Northern New Jersey
Avalon Cove Some Some All Most None No
The Tower at Avalon Cove None None Half Some None No
Avalon Watch None None All All None No
Avalon Crest Some Some All All None No
Avalon Run East Some Some All Most None Yes
Westchester, NY
Avalon Gardens Half Some All Most None Yes
Avalon View Some Some Most All None Yes
Avalon Green Half Some All All None Yes
The Avalon Some Some Most Half None No
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II None Some Some All Some No
Avalon at Symphony Glen None Most All All Half No
Avalon Landing None Most Most All None Yes
Norfolk, VA
Avalon Birches None All All All None No
Avalon Pines None All All All None No
Northern Virginia
Avalon at Ballston - Vermont & Quinc None None Most All None No
Avalon Crescent Some Half Most All Some No
Avalon at Ballston - Washington Towe None Some Most All None No
Avalon at Cameron Court Some Some All Most None No
AutumnWoods None Some All All Some Yes
Avalon at Fair Lakes None Half All Most None No
Avalon at Dulles None Some All All Some No
Avalon at Providence Park None Most All All None No
</TABLE>
<TABLE>
<CAPTION>
Non-direct Direct Homes w/ pre-wired
access garages access garages security systems
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II No No Half
Avalon Glen Yes No None
Avalon Gates Yes No All
Hanover Hall Yes No None
Avalon Springs No Yes All
Avalon Valley Yes No All
Avalon Lake Yes No All
Hartford, CT
Avalon Pavilions No No None
Long Island, NY
Avalon Commons Yes No All
Avalon Towers No Yes All
Avalon Court No Yes All
Northern New Jersey
Avalon Cove Yes No Some
The Tower at Avalon Cove Yes No All
Avalon Watch Yes No None
Avalon Crest Yes Yes All
Avalon Run East Yes Yes All
Westchester, NY
Avalon Gardens Yes Yes All
Avalon View No No None
Avalon Green No No All
The Avalon Yes No All
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II No No None
Avalon at Symphony Glen No No None
Avalon Landing No No None
Norfolk, VA
Avalon Birches No No None
Avalon Pines No Yes None
Northern Virginia
Avalon at Ballston - Vermont &
Quincey Towers No Yes None
Avalon Crescent Yes Yes All
Avalon at Ballston - Washington Towers No Yes None
Avalon at Cameron Court Yes Yes All
AutumnWoods No No None
Avalon at Fair Lakes Yes Yes None
Avalon at Dulles No No None
Avalon at Providence Park No No None
</TABLE>
17
<PAGE> 20
FEATURES AND RECREATIONAL AMENITIES - CURRENT AND DEVELOPEMENT COMMUNITIES
<TABLE>
<CAPTION>
1 BR 2BR 3BR
-----------------------------------------------------------------------------------------
1/1.5 BA 1/1.5 BA 2/2.5/3 BA 2/2.5 BA 3BA
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods 200 - 48 - -
Southern Maryland
Avalon at Decoverly 156 - 104 64 44
Avalon Knoll 136 55 81 28 -
Avalon Fields I & II 74 32 84 32 -
Avalon Crossing - 27 105 - -
Washington, D.C.
4100 Massachusetts Avenue 160 70 - 3 -
MIDWEST
Chicago, IL
Avalon at Danada Farms 80 - 134 - -
Avalon at West Grove 200 200 - - -
Avalon at Stratford Green 45 9 108 21 -
Minneapolis, MN
Avalon at Devonshire 194 - 304 - -
Avalon at Edinburg 56 - 114 26 -
Avalon at Town Centre 104 - 111 33 -
Avalon at Town Square 76 - 68 12 -
Avalon at Woodbury 41 - 147 36 -
DEVELOPMENT COMMUNITIES
Avalon Corners 118 - 77 - -
Avalon Court North 138 54 118 - 30
Avalon Willow 150 77 - - -
Avalon at Fox Mill - - 92 73 -
Avalon Essex 50 - 62 - -
Avalon Haven 44 60 - 24 -
Avalon at Florham Park 46 - 107 117 -
Avalon River Mews 158 - 190 60 -
Avalon Bellevue 110 - 67 - -
Avalon at Arlington Square I 211 20 226 53 -
Avalon on the Sound 143 - 184 22 20
Avalon Estates 66 16 80 - -
<CAPTION>
Studios/ Washer & dryer Vaulted
efficiencies Other Total Parking spaces hook-ups or units ceilings
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods 20 - 268 400 All Half
Southern Maryland
Avalon at Decoverly - - 368 584 All Some
Avalon Knoll - - 300 482 All Some
Avalon Fields I & II - 66 288 443 All Some
Avalon Crossing - - 132 224 All Some
Washington, D.C.
4100 Massachusetts Avenue 27 48 308 330 All None
MIDWEST
Chicago, IL
Avalon at Danada Farms - 81 295 714 All None
Avalon at West Grove - - 400 860 None None
Avalon at Stratford Green - 9 192 437 All None
Minneapolis, MN
Avalon at Devonshire - - 498 498 Most Some
Avalon at Edinburg 2 - 198 210 All None
Avalon at Town Centre - - 248 250 All Some
Avalon at Town Square - 4 160 162 All Some
Avalon at Woodbury - - 224 513 All None
DEVELOPMENT COMMUNITIES
Avalon Corners - - 195 273 All Some
Avalon Court North - - 340 818 All Some
Avalon Willow - - 227 379 All Some
Avalon at Fox Mill - - 165 343 All Most
Avalon Essex - 42 154 259 All None
Avalon Haven - - 128 256 All None
Avalon at Florham Park - - 270 611 All Most
Avalon River Mews - - 408 872 All None
Avalon Bellevue 25 - 202 304 All None
Avalon at Arlington Square I - - 510 949 All None
Avalon on the Sound 43 412 645 Most None
Avalon Estates - - 162 347 Most None
<CAPTION>
Large storage Balcony patio
Lofts Fireplaces or walk-in closet deck or sunroom Built-in bookcases
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods None Some Some None None
Southern Maryland
Avalon at Decoverly Some Most Most All None
Avalon Knoll None Half All All Some
Avalon Fields I & II Some Half All Most None
Avalon Crossing Some Half All All Some
Washington, D.C.
4100 Massachusetts Avenue None Some Most All Some
MIDWEST
Chicago, IL
Avalon at Danada Farms None Some All Some Some
Avalon at West Grove None None None All None
Avalon at Stratford Green None Some Most Some Some
Minneapolis, MN
Avalon at Devonshire None Some Most Most Some
Avalon at Edinburg None Some Some All None
Avalon at Town Centre None Some Some All None
Avalon at Town Square None Some Some All None
Avalon at Woodbury None Some Some Some None
DEVELOPMENT COMMUNITIES
Avalon Corners Some Some All All None
Avalon Court North Most Some All All None
Avalon Willow Some None Most All None
Avalon at Fox Mill None Most All All None
Avalon Essex Some Some All All None
Avalon Haven Some Some All All None
Avalon at Florham Park None Some All Some None
Avalon River Mews Some Some All All None
Avalon Bellevue Some Some All All None
Avalon at Arlington Square I Some Some All All None
Avalon on the Sound Some None Most All None
Avalon Estates Half Some All All None
<CAPTION>
Non-direct Direct Homes w/ pre-wired
Carports access garages access garages security systems
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richmond, VA
Avalon Woods No No No None
Southern Maryland
Avalon at Decoverly No No No None
Avalon Knoll No No No None
Avalon Fields I & II No Yes No All
Avalon Crossing No Yes Yes All
Washington, D.C.
4100 Massachusetts Avenue No Yes No None
MIDWEST
Chicago, IL
Avalon at Danada Farms No No Yes None
Avalon at West Grove Yes No No None
Avalon at Stratford Green No Yes Yes None
Minneapolis, MN
Avalon at Devonshire No No Yes None
Avalon at Edinburg No No No None
Avalon at Town Centre No No Yes None
Avalon at Town Square No No Yes None
Avalon at Woodbury No No Yes None
DEVELOPMENT COMMUNITIES
Avalon Corners No Yes No All
Avalon Court North No Yes Yes All
Avalon Willow No Yes Yes All
Avalon at Fox Mill No No Yes All
Avalon Essex No Yes Yes All
Avalon Haven Yes Yes No All
Avalon at Florham Park No No Yes All
Avalon River Mews No No Yes Some
Avalon Bellevue No No No None
Avalon at Arlington Square I No No Yes All
Avalon on the Sound No Yes No Some
Avalon Estates No Yes Yes All
</TABLE>
18
<PAGE> 21
<TABLE>
<CAPTION>
Buildings w/ Community entrance Building entrance Under- Aerobics
security systems controlled access controlled access ground parking dance studio
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford Some Yes No No No
Hampton Place All No No No Yes
Hacienda Gardens Some No No No No
Amador Oaks None No No No No
Willow Creek Some Yes No No No
Alicante All No No Yes Yes
Barrington Hills None Yes Yes No No
Parc Centre at Union Square None Yes No No No
Central Valley, CA
Governor's Square None No No Yes No
San Francisco, CA
Crown Ridge None No No Yes No
Sunset Towers All Yes Yes Yes No
City Heights None Yes Yes Yes No
Village Square None No Yes Yes No
Avalon Towers by the Bay None Yes Yes Yes No
Crossbrook None No No No No
San Mateo, CA
Cedar Ridge None No No No No
Regatta Bay Some No No No No
Sea Ridge None No No No No
Santa Clara County, CA
Toscana Some Yes Yes Yes Yes
Carriage Square None Yes Yes No No
Canyon Creek Some Yes Yes Yes Yes
CountryBrook None Yes No No No
The Arbors None No No No No
Avalon at Creekside Some No No No No
The Fountains at River Oaks None No No No No
Parkside Commons None No No Yes No
Villa Mariposa None No No Yes No
San Marino None Yes No No No
The Promenade None No No Yes Yes
Foxchase I and II None No No Yes No
Glen Creek None No No No No
Fairway Glen Some No No No No
CentreMark None Yes No Yes No
Avalon on the Alameda None Yes Yes Yes No
Rosewalk at Waterford Park I None Yes No No Yes
Rosewalk at Waterford Park II None Yes No No Yes
<CAPTION>
Car wash Picnic area Walking / jogging Pool Sauna / whirlpool
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford Yes No No Yes Yes
Hampton Place Yes No No Yes Yes
Hacienda Gardens Yes No No Yes Yes
Amador Oaks Yes Yes No Yes Yes
Willow Creek Yes Yes No Yes Yes
Alicante Yes No No Yes Yes
Barrington Hills No No No Yes Yes
Parc Centre at Union Square No No No Yes No
Central Valley, CA
Governor's Square No No No Yes Yes
San Francisco, CA
Crown Ridge No No Yes Yes Yes
Sunset Towers No Yes No No No
City Heights No Yes No No No
Village Square No No No Yes Yes
Avalon Towers by the Bay No No No No Yes
Crossbrook No Yes Yes Yes Yes
San Mateo, CA
Cedar Ridge No No No Yes Yes
Regatta Bay Yes No Yes Yes No
Sea Ridge No No No Yes No
Santa Clara County, CA
Toscana No Yes No Yes Yes
Carriage Square Yes No No Yes Yes
Canyon Creek No Yes Yes Yes Yes
CountryBrook Yes No No Yes Yes
The Arbors No Yes No Yes Yes
Avalon at Creekside No Yes Yes Yes No
The Fountains at River Oaks No Yes No Yes Yes
Parkside Commons No Yes No Yes Yes
Villa Mariposa Yes Yes No Yes Yes
San Marino Yes No No Yes Yes
The Promenade Yes Yes No Yes Yes
Foxchase I and II Yes No No Yes Yes
Glen Creek Yes No No Yes Yes
Fairway Glen Yes Yes No Yes Yes
CentreMark No No No Yes Yes
Avalon on the Alameda No No No Yes No
Rosewalk at Waterford Park I No Yes Yes Yes Yes
Rosewalk at Waterford Park II No Yes Yes Yes Yes
<CAPTION>
Indoor
Tennis court Racquetball Fitness center Sand volleyball outdoor basketball
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford No No Yes No Yes
Hampton Place No No Yes No No
Hacienda Gardens No No Yes No Yes
Amador Oaks No No Yes Yes Yes
Willow Creek No No Yes No No
Alicante No No Yes No No
Barrington Hills No Yes No No No
Parc Centre at Union Square No No Yes No No
Central Valley, CA
Governor's Square No No Yes No No
San Francisco, CA
Crown Ridge No No Yes No No
Sunset Towers No No No No No
City Heights No No No No No
Village Square No No Yes No No
Avalon Towers by the Bay No No Yes No No
Crossbrook No No Yes No No
San Mateo, CA
Cedar Ridge No No Yes No No
Regatta Bay No No No No No
Sea Ridge No No Yes No No
Santa Clara County, CA
Toscana No No Yes No Yes
Carriage Square No No Yes No No
Canyon Creek No No Yes Yes No
CountryBrook No No Yes No No
The Arbors No No Yes Yes Yes
Avalon at Creekside Yes No Yes Yes Yes
The Fountains at River Oaks No No Yes No No
Parkside Commons No No Yes No Yes
Villa Mariposa No No Yes Yes No
San Marino No No Yes No No
The Promenade No No Yes No No
Foxchase I and II No No Yes No No
Glen Creek No No Yes No No
Fairway Glen No No Yes No No
CentreMark No No Yes No No
Avalon on the Alameda No No Yes No No
Rosewalk at Waterford Park I No No Yes No No
Rosewalk at Waterford Park II No No No No No
<CAPTION>
Clubhouse /
clubroom Business center Totlot Concierge
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CURRENT COMMUNITIES (3)
NORTHERN CALIFORNIA
Alameda County, CA
Waterford No No Yes No
Hampton Place Yes No No No
Hacienda Gardens No Yes Yes No
Amador Oaks No Yes No No
Willow Creek No No No No
Alicante Yes No No No
Barrington Hills Yes No No No
Parc Centre at Union Square No No No No
Central Valley, CA
Governor's Square No No No No
San Francisco, CA
Crown Ridge No Yes No No
Sunset Towers No No No No
City Heights No No No Yes
Village Square Yes No Yes No
Avalon Towers by the Bay Yes Yes No Yes
Crossbrook No No Yes No
San Mateo, CA
Cedar Ridge Yes No No No
Regatta Bay Yes No Yes No
Sea Ridge No No No No
Santa Clara County, CA
Toscana Yes Yes Yes Yes
Carriage Square No Yes No No
Canyon Creek No Yes Yes No
CountryBrook No No No No
The Arbors No Yes No No
Avalon at Creekside Yes Yes No No
The Fountains at River Oaks No Yes No No
Parkside Commons Yes Yes Yes No
Villa Mariposa No Yes Yes No
San Marino No No Yes No
The Promenade No Yes Yes No
Foxchase I and II No No No No
Glen Creek No No No No
Fairway Glen No No Yes No
CentreMark No Yes No No
Avalon on the Alameda No No No Yes
Rosewalk at Waterford Park I No Yes No No
Rosewalk at Waterford Park II No No No No
</TABLE>
19
<PAGE> 22
FEATURES AND RECREATIONAL AMENITIES - CURRENT AND DEVELOPMENT COMMUNITIES
(CONTINUED)
<TABLE>
<CAPTION>
Buildings w/ Community entrance Building entrance Under- Aerobics
security systems controlled access controlled access ground parking dance studio
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe None Yes No Yes No
Lakeside None No Yes No No
Avalon Westside Terrace None Yes Yes Yes No
Arbor Heights None Yes No No No
Warner Oaks None Yes Yes No No
TimberWood Some Yes No No No
Orange County, CA
SunScape None Yes No No No
Avalon at Pacific Bay None Yes No No No
Mill Creek None Yes No No No
Villa Serena None No No No No
Amberway None Yes No No No
Laguna Brisas None No No Yes No
Lafayette Place None No No No No
Larkspur Canyon None Yes No No No
San Diego, CA
Avalon at Mission Bay None Yes Yes Yes Yes
Gateway Tower All Yes Yes No No
Mission Woods Some No No No No
SummerWalk None No No No No
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place None No No No No
Seattle, WA
The Verandas at Bear Creek All Yes No No No
Gallery Place None No No No No
Avalon Ridge None No Yes No No
Avalon Westhaven None No No No No
NORTHEAST
Boston, MA
Avalon at Prudential Center None No Yes Yes No
Longwood Towers None No Yes Yes Yes
Avalon at Center Place None Yes Yes Yes No
Avalon Summit None No Yes No No
Avalon at Lexington None No Yes No No
Avalon at Faxon Park None No Yes No No
Avalon West None No Yes No No
Avalon Oaks None No Yes No No
<CAPTION>
Car wash Picnic area Walking / jogging Pool Sauna / whirlpool
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe No No No Yes Yes
Lakeside No Yes No Yes No
Avalon Westside Terrace No No No Yes Yes
Arbor Heights No No No Yes Yes
Warner Oaks No No No Yes Yes
TimberWood No No No Yes No
Orange County, CA
SunScape No Yes No Yes Yes
Avalon at Pacific Bay No No No Yes Yes
Mill Creek Yes No No Yes Yes
Villa Serena Yes Yes No Yes Yes
Amberway Yes No No Yes Yes
Laguna Brisas No No No Yes Yes
Lafayette Place Yes No No Yes Yes
Larkspur Canyon No No Yes Yes Yes
San Diego, CA
Avalon at Mission Bay Yes No No Yes Yes
Gateway Tower No No Yes Yes Yes
Mission Woods No Yes No Yes Yes
SummerWalk No Yes Yes Yes Yes
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place No Yes Yes Yes Yes
Seattle, WA
The Verandas at Bear Creek No Yes Yes Yes Yes
Gallery Place Yes No Yes Yes Yes
Avalon Ridge No Yes No Yes Yes
Avalon Westhaven No Yes No Yes Yes
NORTHEAST
Boston, MA
Avalon at Prudential Center No Yes No No No
Longwood Towers Yes Yes No No No
Avalon at Center Place Yes Yes No Yes No
Avalon Summit No Yes No Yes No
Avalon at Lexington No Yes No Yes No
Avalon at Faxon Park No Yes No Yes Yes
Avalon West No Yes No Yes No
Avalon Oaks No Yes No Yes Yes
<CAPTION>
Indoor
Tennis court Racquetball Fitness center Sand volleyball outdoor basketball
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe No No Yes No No
Lakeside No No Yes No No
Avalon Westside Terrace Yes No Yes No Yes
Arbor Heights No No Yes No No
Warner Oaks Yes No Yes No No
TimberWood No No Yes No No
Orange County, CA
SunScape No No Yes No No
Avalon at Pacific Bay No No Yes No No
Mill Creek Yes No Yes Yes No
Villa Serena No No Yes No No
Amberway No No No No No
Laguna Brisas No No No No No
Lafayette Place No No Yes No No
Larkspur Canyon No No Yes No No
San Diego, CA
Avalon at Mission Bay Yes No Yes Yes Yes
Gateway Tower Yes No Yes No No
Mission Woods No No Yes No No
SummerWalk Yes Yes Yes Yes No
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place No No Yes No No
Seattle, WA
The Verandas at Bear Creek No No Yes No No
Gallery Place No No Yes No No
Avalon Ridge No No Yes No Yes
Avalon Westhaven No No Yes No No
NORTHEAST
Boston, MA
Avalon at Prudential Center No No No No No
Longwood Towers No No Yes No No
Avalon at Center Place No No Yes No No
Avalon Summit No No Yes No No
Avalon at Lexington No No Yes No Yes
Avalon at Faxon Park No No Yes No No
Avalon West No No No No Yes
Avalon Oaks No No Yes No No
<CAPTION>
Clubhouse /
clubroom Business center Totlot Concierge
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SOUTHERN CALIFORNIA
Los Angeles, CA
ViewPointe No Yes No No
Lakeside No Yes No No
Avalon Westside Terrace Yes Yes Yes No
Arbor Heights No No Yes No
Warner Oaks No Yes No No
TimberWood No No Yes No
Orange County, CA
SunScape Yes Yes Yes No
Avalon at Pacific Bay Yes Yes Yes No
Mill Creek Yes Yes No No
Villa Serena No No No No
Amberway No No Yes No
Laguna Brisas No Yes No No
Lafayette Place No No No No
Larkspur Canyon No Yes No No
San Diego, CA
Avalon at Mission Bay Yes Yes No No
Gateway Tower Yes Yes No No
Mission Woods No No Yes No
SummerWalk No Yes Yes No
PACIFIC NORTHWEST
Portland, OR
Waterhouse Place Yes No Yes No
Seattle, WA
The Verandas at Bear Creek Yes Yes Yes No
Gallery Place Yes No Yes No
Avalon Ridge Yes No Yes No
Avalon Westhaven Yes Yes Yes No
NORTHEAST
Boston, MA
Avalon at Prudential Center Yes No No Yes
Longwood Towers Yes No Yes Yes
Avalon at Center Place Yes No No Yes
Avalon Summit No No No No
Avalon at Lexington Yes No Yes No
Avalon at Faxon Park Yes No Yes No
Avalon West Yes No Yes No
Avalon Oaks Yes No Yes No
</TABLE>
20
<PAGE> 23
FEATURES AND RECREATION AMENITIES - CURRENT AND DEVELOPMENT COMMUNITIES
(CONTINUED)
<TABLE>
<CAPTION>
Buildings w/ Community entrance Building entrance Under-
security systems controlled access controlled access ground parking
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II None No No No
Avalon Glen None No Yes Yes
Avalon Gates None Yes No No
Hanover Hall None Yes Yes Yes
Avalon Springs All No No No
Avalon Valley None No No No
Avalon Lake None No No No
Hartford, CT
Avalon Pavilions None No No No
Long Island, NY
Avalon Commons All No Yes No
Avalon Towers All No No Yes
Avalon Court All Yes Yes No
Northern New Jersey
Avalon Cove All Yes Yes No
The Tower at Avalon Cove All Yes Yes No
Avalon Watch Some No Yes No
Avalon Crest All Yes Yes No
Avalon Run East None No No No
Westchester, NY
Avalon Gardens All No No No
Avalon View None No No No
Avalon Green All No No No
The Avalon All No Yes Yes
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II None No No No
Avalon at Symphony Glen None No No No
Avalon Landing None No No No
Norfolk, VA
Avalon Birches None No No No
Avalon Pines None No No No
Northern Virginia
Avalon at Ballston - Vermont & Quincy Towers None Yes Yes Yes
Avalon Crescent None Yes No No
Avalon at Ballston - Washington Towers None Yes Yes Yes
Avalon at Cameron Court All Yes No No
AutumnWoods None No No No
Avalon at Fair Lakes None Yes No No
Avalon at Dulles None No No No
Avalon at Providence Park None No No No
<CAPTION>
Aerobics
dance studio Car wash Picninc area Walking / jogging
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II Yes Yes Yes Yes
Avalon Glen No No No No
Avalon Gates No No Yes No
Hanover Hall No No No No
Avalon Springs No No Yes Yes
Avalon Valley No No Yes No
Avalon Lake No No Yes No
Hartford, CT
Avalon Pavilions Yes No Yes No
Long Island, NY
Avalon Commons No No Yes No
Avalon Towers No Yes No No
Avalon Court No No Yes No
Northern New Jersey
Avalon Cove Yes No Yes Yes
The Tower at Avalon Cove Yes No Yes Yes
Avalon Watch No No Yes No
Avalon Crest Yes No No No
Avalon Run East No No Yes Yes
Westchester, NY
Avalon Gardens No No Yes No
Avalon View No No Yes No
Avalon Green No No No No
The Avalon No No No No
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II No Yes Yes No
Avalon at Symphony Glen No Yes Yes Yes
Avalon Landing No Yes Yes Yes
Norfolk, VA
Avalon Birches No Yes Yes Yes
Avalon Pines No Yes Yes Yes
Northern Virginia
Avalon at Ballston - Vermont & Quincy Towers No No Yes No
Avalon Crescent Yes Yes Yes Yes
Avalon at Ballston - Washington Towers No No Yes No
Avalon at Cameron Court Yes Yes Yes No
AutumnWoods No Yes Yes Yes
Avalon at Fair Lakes No Yes Yes No
Avalon at Dulles No Yes No Yes
Avalon at Providence Park No Yes No No
<CAPTION>
Pool Sauna / whirlpool Tennis court Racquetball Fitness center
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II Yes No Yes Yes Yes
Avalon Glen Yes No No Yes Yes
Avalon Gates Yes No No Yes Yes
Hanover Hall Yes No No No No
Avalon Springs Yes No No No Yes
Avalon Valley Yes No No No Yes
Avalon Lake Yes No No No Yes
Hartford, CT
Avalon Pavilions Yes No Yes Yes Yes
Long Island, NY
Avalon Commons Yes No No No Yes
Avalon Towers Yes No No No Yes
Avalon Court Yes No No No Yes
Northern New Jersey
Avalon Cove Yes No Yes Yes Yes
The Tower at Avalon Cove Yes No Yes Yes Yes
Avalon Watch Yes No Yes Yes Yes
Avalon Crest Yes No No No Yes
Avalon Run East Yes No No No Yes
Westchester, NY
Avalon Gardens Yes No Yes Yes Yes
Avalon View Yes No Yes No Yes
Avalon Green Yes No No No No
The Avalon No No No No Yes
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II Yes No Yes Yes Yes
Avalon at Symphony Glen Yes No No No No
Avalon Landing Yes No No No Yes
Norfolk, VA
Avalon Birches Yes Yes Yes No Yes
Avalon Pines Yes Yes No Yes Yes
Northern Virginia
Avalon at Ballston - Vermont & Quincy Towers Yes Yes No No Yes
Avalon Crescent Yes No No No Yes
Avalon at Ballston - Washington Towers Yes No Yes No Yes
Avalon at Cameron Court Yes Yes No No Yes
AutumnWoods Yes No Yes No Yes
Avalon at Fair Lakes Yes No Yes No Yes
Avalon at Dulles Yes Yes Yes No Yes
Avalon at Providence Park Yes No No No Yes
<CAPTION>
Indoor Clubhouse /
Sand volleyball outdoor basketball clubroom Business center
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fairfield County, CT
Avalon Walk I & II No Yes Yes No
Avalon Glen No No Yes No
Avalon Gates Yes Yes Yes No
Hanover Hall No No No No
Avalon Springs No No Yes No
Avalon Valley No Yes Yes No
Avalon Lake No No No No
Hartford, CT
Avalon Pavilions Yes Yes Yes No
Long Island, NY
Avalon Commons No Yes Yes Yes
Avalon Towers No No Yes No
Avalon Court No No Yes No
Northern New Jersey
Avalon Cove No Yes Yes Yes
The Tower at Avalon Cove No Yes Yes Yes
Avalon Watch No Yes Yes No
Avalon Crest No Yes Yes Yes
Avalon Run East No No Yes No
Westchester, NY
Avalon Gardens Yes Yes Yes Yes
Avalon View No Yes Yes No
Avalon Green Yes No Yes No
The Avalon No No Yes Yes
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II No No Yes Yes
Avalon at Symphony Glen No No Yes No
Avalon Landing No No Yes No
Norfolk, VA
Avalon Birches Yes No Yes No
Avalon Pines No Yes Yes No
Northern Virginia
Avalon at Ballston - Vermont & Quincy Towers No No Yes No
Avalon Crescent No No Yes Yes
Avalon at Ballston - Washington Towers No No Yes No
Avalon at Cameron Court Yes Yes Yes Yes
AutumnWoods Yes Yes Yes No
Avalon at Fair Lakes No No Yes Yes
Avalon at Dulles No No Yes No
Avalon at Providence Park No No Yes Yes
<CAPTION>
Totlot Concierge
- ------------------------------------------------------------------------------
<S> <C> <C>
Fairfield County, CT
Avalon Walk I & II Yes No
Avalon Glen No No
Avalon Gates Yes No
Hanover Hall No No
Avalon Springs No No
Avalon Valley Yes No
Avalon Lake No No
Hartford, CT
Avalon Pavilions Yes No
Long Island, NY
Avalon Commons Yes No
Avalon Towers No Yes
Avalon Court Yes No
Northern New Jersey
Avalon Cove Yes Yes
The Tower at Avalon Cove Yes Yes
Avalon Watch Yes No
Avalon Crest No No
Avalon Run East Yes No
Westchester, NY
Avalon Gardens Yes Yes
Avalon View Yes No
Avalon Green No No
The Avalon No Yes
MID-ATLANTIC
Baltimore, MD
Avalon at Fairway Hills I & II Yes No
Avalon at Symphony Glen Yes No
Avalon Landing No No
Norfolk, VA
Avalon Birches Yes No
Avalon Pines No No
Northern Virginia
Avalon at Ballston - Vermont & Quincy Towers No No
Avalon Crescent Yes Yes
Avalon at Ballston - Washington Towers No Yes
Avalon at Cameron Court No No
AutumnWoods Yes No
Avalon at Fair Lakes No No
Avalon at Dulles No No
Avalon at Providence Park No No
</TABLE>
21
<PAGE> 24
FEATURES AND RECREATIONAL AMENITIES - CURRENT AND DEVELOPMENT COMMUNITIES
(CONTINUED)
<TABLE>
<CAPTION>
Buildings w/ Community entrance Building entrance Under- Aerobics
security systems controlled access controlled access ground parking dance studio
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods None No No No No
Southern Maryland
Avalon at Decoverly None No No No No
Avalon Knoll None No Yes No No
Avalon Fields I & II All No No No No
Avalon Crossing None Yes No No No
Washington, D.C.
4100 Massachusetts Avenue None Yes Yes Yes No
MIDWEST
Chicago, IL
Avalon at Danada Farms None No No No No
Avalon at West Grove None No Yes No No
Avalon at Stratford Green None No No No No
Minneapolis, MN
Avalon at Devonshire None No Yes Yes No
Avalon at Edinburg None No Yes Yes No
Avalon at Town Centre None No Yes Yes No
Avalon at Town Square None No Yes Yes No
Avalon at Woodbury None No No No No
DEVELOPMENT COMMUNITIES
Avalon Corners All Yes Yes Yes No
Avalon Court North All No Yes No No
Avalon Willow All Yes Yes Yes No
Avalon at Fox Mill None No No No No
Avalon Essex None No Yes No No
Avalon Haven None No No No No
Avalon at Florham Park None No No No No
Avalon River Mews All Yes Yes Yes No
Avalon Bellevue None No Yes Yes No
Avalon at Arlington Square I None No Yes No No
Avalon on the Sound None No No No No
Avalon Estates None No No No No
<CAPTION>
Car wash Picnic area Walking / jogging Pool Sauna / whirlpool
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods Yes Yes No Yes Yes
Southern Maryland
Avalon at Decoverly Yes Yes Yes Yes Yes
Avalon Knoll Yes Yes Yes Yes Yes
Avalon Fields I & II Yes Yes No Yes No
Avalon Crossing Yes Yes No Yes No
Washington, D.C.
4100 Massachusetts Avenue No No Yes Yes No
MIDWEST
Chicago, IL
Avalon at Danada Farms No No No Yes No
Avalon at West Grove No Yes No Yes Yes
Avalon at Stratford Green Yes Yes Yes Yes No
Minneapolis, MN
Avalon at Devonshire Yes Yes Yes Yes No
Avalon at Edinburg Yes Yes Yes Yes Yes
Avalon at Town Centre Yes Yes No Yes Yes
Avalon at Town Square Yes Yes Yes Yes Yes
Avalon at Woodbury No No Yes Yes No
DEVELOPMENT COMMUNITIES
Avalon Corners No Yes No Yes No
Avalon Court North Yes Yes Yes Yes No
Avalon Willow No Yes No Yes No
Avalon at Fox Mill Yes Yes No Yes No
Avalon Essex No Yes No Yes Yes
Avalon Haven No Yes No Yes No
Avalon at Florham Park No No No Yes No
Avalon River Mews No No No Yes No
Avalon Bellevue No No No No No
Avalon at Arlington Square I No Yes No Yes No
Avalon on the Sound No Yes Yes Yes No
Avalon Estates No Yes No Yes Yes
<CAPTION>
Indoor
Tennis court Racquetball Fitness center Sand volleyball outdoor basketball
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richmond, VA
Avalon Woods Yes Yes Yes Yes No
Southern Maryland
Avalon at Decoverly Yes Yes Yes No Yes
Avalon Knoll Yes No Yes No Yes
Avalon Fields I & II No No Yes No No
Avalon Crossing No No Yes No No
Washington, D.C.
4100 Massachusetts Avenue No No Yes No No
MIDWEST
Chicago, IL
Avalon at Danada Farms No No Yes No No
Avalon at West Grove No Yes Yes No No
Avalon at Stratford Green No No No No No
Minneapolis, MN
Avalon at Devonshire Yes No Yes No No
Avalon at Edinburg No No Yes No No
Avalon at Town Centre Yes No Yes Yes No
Avalon at Town Square Yes No Yes Yes No
Avalon at Woodbury No No Yes No No
DEVELOPMENT COMMUNITIES
Avalon Corners No No Yes No No
Avalon Court North No Yes Yes No Yes
Avalon Willow No Yes Yes No No
Avalon at Fox Mill No No Yes No No
Avalon Essex No No Yes No No
Avalon Haven No No Yes No No
Avalon at Florham Park No No Yes No No
Avalon River Mews No No Yes No No
Avalon Bellevue No No Yes No No
Avalon at Arlington Square I No No Yes No Yes
Avalon on the Sound No No Yes No Yes
Avalon Estates No No Yes No No
<CAPTION>
Clubhouse /
clubroom Business center Totlot Concierge
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richmond, VA
Avalon Woods Yes No No No
Southern Maryland
Avalon at Decoverly Yes No Yes No
Avalon Knoll Yes No Yes No
Avalon Fields I & II Yes No Yes No
Avalon Crossing Yes No Yes No
Washington, D.C.
4100 Massachusetts Avenue Yes No No No
MIDWEST
Chicago, IL
Avalon at Danada Farms Yes Yes No Yes
Avalon at West Grove Yes Yes Yes No
Avalon at Stratford Green Yes No No Yes
Minneapolis, MN
Avalon at Devonshire Yes No No No
Avalon at Edinburg Yes No No No
Avalon at Town Centre Yes No Yes No
Avalon at Town Square Yes No Yes No
Avalon at Woodbury No No No No
DEVELOPMENT COMMUNITIES
Avalon Corners Yes Yes No Yes
Avalon Court North Yes Yes Yes No
Avalon Willow Yes Yes No Yes
Avalon at Fox Mill Yes No Yes No
Avalon Essex Yes No No No
Avalon Haven Yes No Yes No
Avalon at Florham Park Yes No No No
Avalon River Mews Yes Yes No Yes
Avalon Bellevue Yes Yes No Yes
Avalon at Arlington Square I Yes Yes Yes No
Avalon on the Sound Yes No No Yes
Avalon Estates Yes No Yes No
</TABLE>
22
<PAGE> 25
Notes to Community Information tables on pages 11 through 22
(1) Represents the average rental revenue per occupied apartment home.
(2) Costs are presented in accordance with generally accepted accounting
principles. For Development Communities, cost represents total costs
incurred through December 31, 1999.
(3) For purposes of these tables, Current Communities include only communities
for which we held fee simple ownership interests or which we held through
DownREIT partnerships.
23
<PAGE> 26
Development Communities
As of March 1, 2000, we had 12 Development Communities under construction. We
expect these Development Communities, when completed, to add a total of 3,173
apartment homes to our portfolio for a total capitalized cost, including land
acquisition costs, of approximately $505.9 million. Statements regarding the
future development or performance of the Development Communities are
forward-looking statements. We cannot assure you that:
- we will complete the Development Communities;
- our budgeted costs or estimates of occupancy rates will be realized;
- our schedule of leasing start dates or construction completion dates
will be achieved; or
- future developments will realize returns comparable to our past
developments.
You should carefully review the discussion under "Risks of Development and
Redevelopment" below.
We hold a fee simple ownership interest in 11 of the Development Communities and
a membership interest in a limited liability company that holds a fee simple
interest in one Development Community. The following table presents a summary of
the Development Communities:
<TABLE>
<CAPTION>
Number of Budgeted Estimated Estimated
apartment cost (1) Construction Initial completion stabilization
homes ($ millions) start occupancy (2) date date (3)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Avalon Willow
Mamaroneck, NY 227 $46.8 Q2 1997 Q1 1999 Q2 2000 Q3 2000
2. Avalon Corners
Stamford, CT 195 $32.5 Q3 1998 Q3 1999 Q1 2000 Q3 2000
3. Avalon Fox Mill
Herndon, VA 165 $20.1 Q4 1998 Q3 1999 Q1 2000 Q2 2000
4. Avalon Court North
Melville, NY 340 $40.4 Q4 1998 Q3 1999 Q1 2000 Q3 2000
5. Avalon Essex
Peabody, MA 154 $21.4 Q2 1999 Q2 2000 Q4 2000 Q1 2001
6. Avalon at Florham Park
Florham Park, NJ 270 $41.3 Q2 1999 Q1 2000 Q2 2001 Q4 2001
7. Avalon River Mews
Edgewater, NJ 408 $75.6 Q3 1999 Q1 2001 Q3 2001 Q1 2002
8. Avalon Haven
North Haven, CT 128 $14.4 Q3 1999 Q2 2000 Q4 2000 Q1 2001
9. Avalon Bellevue
Bellevue, WA 202 $29.9 Q4 1999 Q1 2001 Q2 2001 Q3 2001
10. Avalon at Arlington Square I
Arlington, VA 510 $69.9 Q4 1999 Q4 2000 Q4 2001 Q3 2002
11. Avalon on the Sound (4)
New Rochelle, NY 412 $93.3 Q4 1999 Q3 2001 Q4 2001 Q3 2002
12. Avalon Estates
Hull, MA 162 $20.3 Q4 1999 Q4 2000 Q2 2001 Q4 2001
--------------------
Total 3,173 $505.9
====================
</TABLE>
(1) Total budgeted cost includes all capitalized costs projected to be incurred
to develop the respective Development Community, including land acquisition
costs, construction costs, real estate taxes, capitalized interest and loan
fees, permits, professional fees, allocated development overhead and other
regulatory fees determined in accordance with generally accepted accounting
principles.
(2) Future initial occupancy dates are estimates.
(3) Stabilized operations is defined as the first full quarter of 95% or
greater occupancy after completion of construction.
(4) This community will be developed under a joint venture structure and the
joint venture entity (a limited liability company) will obtain third party
debt financing which initially will be guaranteed by AvalonBay.
AvalonBay's equity funding of the budgeted cost is expected to be $13.8
million.
24
<PAGE> 27
Redevelopment Communities
As of March 1, 2000, we had four communities under redevelopment. We expect the
total budgeted cost to complete these Redevelopment Communities, including the
cost of acquisition and redevelopment, to be approximately $154.0 million, of
which approximately $38.7 million is the additional capital invested or expected
to be invested above the original purchase cost. Statements regarding the future
redevelopment or performance of the Redevelopment Communities are
forward-looking statements. We have found that the cost to redevelop an existing
apartment community is more difficult to budget and estimate than the cost to
develop a new community. Accordingly, we expect that actual costs may vary over
a wider range than for a new development community. We cannot assure you that we
will meet our schedules for reconstruction completion, or that we will meet our
budgeted costs, either individually or in the aggregate. See the discussion
under "Risks of Development and Redevelopment" below.
The following presents a summary of Redevelopment Communities:
<TABLE>
<CAPTION>
Budgeted Cost
($ millions)
Number of --------------------------- Estimated
apartment Acquisition Total Reconstruction Reconstruction restabilized
homes cost cost (1) start completion (2) operations (3)
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Avalon Ridge
Renton, WA 421 $25.3 $35.7 Q3 1998 Q2 2000 Q2 2000
2. Avalon at Mission Bay
San Diego, CA 564 $43.8 $57.3 Q3 1998 Q2 2000 Q3 2000
3. Avalon at Creekside
Mountain View, CA 294 $29.0 $39.8 Q2 1999 Q3 2000 Q4 2000
4. Laguna Brisas
Laguna Niguel, CA 176 $17.2 $21.2 Q3 1999 Q2 2000 Q4 2000
----------------------------------------
Total 1,455 $115.3 $154.0
========================================
</TABLE>
(1) Total budgeted cost includes all capitalized costs projected to be incurred
to redevelop the respective Redevelopment Community, including costs to
acquire the community, reconstruction costs, real estate taxes, capitalized
interest and loan fees, permits, professional fees, allocated redevelopment
overhead and other regulatory fees determined in accordance with generally
accepted accounting principles.
(2) Reconstruction completion dates are estimates.
(3) Restabilized operations is defined as the first full quarter of 95% or
greater occupancy after completion of reconstruction.
Development Rights
As of March 1, 2000, we are considering the development of 30 new apartment
communities. These Development Rights range from land owned or under contract
for which design and architectural planning has just begun to land under
contract or owned by us with completed site plans and drawings where
construction can begin almost immediately. We estimate that the successful
completion of all of these communities would ultimately add 8,624 upscale
apartment homes to our portfolio. At December 31, 1999, the cumulative
capitalized costs incurred in pursuit of the 30 Development Rights, including
the cost of land acquired in connection with six of the Development Rights, was
approximately $64.8 million, of which $40.5 was land. Substantially all of these
apartment homes will offer features like those offered by the communities we
currently own.
We generally hold Development Rights through options to acquire land, although
one Development Right located in New Canaan, CT is controlled through a joint
venture partnership that owns the land. The properties comprising the
Development Rights are in different stages of the due diligence and regulatory
approval process. The decisions as to which of the Development Rights to pursue,
if any, or to continue to pursue once an investment in a Development Right is
made are business judgments that we make after we perform financial, demographic
and other analysis. Finally, we currently intend to limit the percentage of debt
used to finance new developments in order to maintain our general historical
practice with respect to the proportion of debt in our capital structure.
Therefore, other financing alternatives may be required to finance the
development of those Development Rights scheduled to start construction after
January 1, 2000. Although the development of any particular Development Right
cannot be
25
<PAGE> 28
assured, we believe that the Development Rights, in the aggregate, present
attractive potential opportunities for future development and growth of our FFO.
Statements regarding the future development of the Development Rights are
forward-looking statements. We cannot assure you that:
- we will succeed in obtaining zoning and other necessary governmental
approvals or the financing required to develop these communities, or
that we will decide to develop any particular community; or
- if we undertake construction of any particular community, that we will
complete construction at the total budgeted cost assumed in the
financial projections below.
The following presents a summary of the 30 Development Rights we are currently
pursuing:
<TABLE>
<CAPTION>
Total
Estimated budgeted
number costs
Location of homes ($ millions)
--------------------- ------------- ----------------
<S> <C> <C> <C>
1. Mountain View, CA (1) 211 59.7
2. San Jose, CA (1) 221 41.6
3. Stamford, CT 327 59.7
4. Freehold, NJ 296 31.0
5. Orange, CT (1) 168 18.2
6. New Canaan, CT (1) (2) 104 26.4
7. Darien, CT 189 34.2
8. Yonkers, NY 256 35.2
9. Greenburgh - II, NY 500 84.3
10. Greenburgh - III, NY 266 44.4
11. Arlington II, VA (1) 332 39.9
12. Hopewell, NJ 280 34.0
13. Providence, RI 243 35.2
14. Port Jefferson, NY 232 27.6
15. Yorktown, NY 396 47.2
16. Marlboro, MA 228 25.1
17. Newtown, CT 304 34.3
18. Wilton, CT 115 21.1
19. North Potomac, MD 564 64.1
20. Los Angeles, CA 272 46.0
21. Weymouth, MA 300 31.7
22. San Diego, CA (1) 378 53.5
23. Long Island City, NY 361 90.3
24. Coram, NY 450 60.6
25. Westborough, MA 423 47.8
26. Lawrence, NJ 342 37.7
27. Salem, MA 176 19.9
28. Wilmington, MA 128 16.6
29. North Bethesda, MD 312 30.0
30. San Francisco, CA 250 69.6
---------- ------------
Totals 8,624 $1,266.9
========== ============
</TABLE>
(1) AvalonBay owns land, but construction has not yet begun.
(2) The land currently is owned by a limited partnership in which
AvalonBay is a majority partner. It is currently anticipated that
the land seller will retain a minority limited partner interest.
26
<PAGE> 29
Risks of Development and Redevelopment
We intend to continue to pursue the development and redevelopment of apartment
home communities. Our development and redevelopment activities may be exposed to
the following industry risks:
- we may abandon opportunities we have already begun to explore based on
further review of, or changes in, financial, demographic,
environmental or other factors;
- we may encounter liquidity constraints, including the unavailability
of financing on favorable terms for the development or redevelopment
of a community;
- we may be unable to obtain, or we may experience delays in obtaining,
all necessary zoning, land-use, building, occupancy, and other
required governmental permits and authorizations;
- we may incur construction or reconstruction costs for a community that
exceed our original estimates due to increased materials, labor or
other expenses, which could make completion or redevelopment of the
community uneconomical;
- occupancy rates and rents at a newly completed or redevelopment
community may fluctuate depending on a number of factors, including
market and general economic conditions, and may not be sufficient to
make the community profitable; and
- we may be unable to complete construction and lease-up on schedule,
resulting in increased debt service expense and construction costs.
The occurrence of any of the events described above could adversely affect our
ability to achieve our projected yields on communities under development or
redevelopment and could affect our payment of distributions to our stockholders.
Construction costs are projected by us based on market conditions prevailing in
the community's market at the time our budgets are prepared and reflect changes
to those market conditions that we anticipated at that time. Although we attempt
to anticipate changes in market conditions, we cannot predict with certainty
what those changes will be. Construction costs have been increasing and, for
some of our Development Communities, the total construction costs have been or
are expected to be higher than the original budget. Total budgeted cost includes
all capitalized costs projected to be incurred to develop the respective
Development or Redevelopment Community, including:
- land and/or property acquisition costs;
- construction costs;
- real estate taxes;
- capitalized interest;
- loan fees;
- permits;
- professional fees;
- allocated development overhead; and
- other regulatory fees determined in accordance with generally accepted
accounting principles.
Nonetheless, because of increases in prevailing market rents we believe that, in
the aggregate, we will still achieve our targeted projected yield (i.e., return
on invested capital) for those communities experiencing costs in excess of the
original budget. We believe that we could experience similar increases in
construction costs and market rents with respect to other development
communities resulting in total construction costs that exceed original budgets.
Likewise, costs to redevelop communities that have been acquired have, in some
cases, exceeded our original estimates and similar increases in costs may be
experienced in the future. We cannot assure that market rents in effect at the
time new development communities or repositioned communities complete lease-up
will be sufficient to fully offset the effects of any increased construction or
reconstruction costs.
27
<PAGE> 30
Capitalized Interest
In accordance with generally accepted accounting principles, we capitalize
interest expense during construction or reconstruction until a building obtains
a certificate of occupancy. Thereafter, the interest allocated to that completed
building within the community is expensed. Capitalized interest during the years
ended December 31, 1999, 1998 and 1997 totaled $21,888,000, $14,724,000 and
$9,024,000, respectively.
Acquisition Activities and Other Recent Developments
Acquisitions of Existing Communities. On July 12, 1999 we acquired Avalon at
Woodbury through a DownREIT partnership for approximately $25,750,000 (including
117,178 units of limited partnership in the DownREIT partnership valued at
$4,614,000) pursuant to a presale agreement signed in 1997 with an unaffiliated
company. The community contains 224 apartment homes, and is located in the
Minneapolis, Minnesota area.
Sales of Existing Communities. During 1998, we completed a strategic planning
effort that resulted in our decision to increase our geographical concentration
in selected high barrier-to-entry markets where we believe we can:
- apply sufficient market and management presence to enhance revenue
growth;
- reduce operating expenses; and
- leverage management talent.
To effect this increased concentration, we adopted an aggressive capital
redeployment strategy and are selling assets in markets where our current
presence is limited. In connection with this capital redeployment strategy,
since January 1, 1999 we sold 17 communities, totaling 4,824 apartment homes,
and a participating mortgage note secured by a community for a gross sales price
of $346,212,000. Net proceeds from the sale of these assets totaled
$310,243,000.
Land Acquisitions and Leases for New Developments. We carefully select land for
development and follow established procedures that we believe minimize both the
cost and the risks of development. During 1999, we acquired the following land
parcels for future development:
28
<PAGE> 31
<TABLE>
<CAPTION>
Estimated
Number Budgeted
Gross of apartment cost (1) Date Construction Construction
acres homes ($ millions) Acquired start (2) completion (2)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Avalon River Mews 7.1 408 $75.6 March 1999 Q3 1999 Q3 2001
Edgewater, NJ
2. Avalon Bellevue 1.7 202 $29.9 March 1999 Q4 1999 Q2 2001
Bellevue, WA
3. Avalon Essex 11.1 154 $21.4 May 1999 Q2 1999 Q4 2000
Peabody, MA
4. Avalon at Florham Park 41.9 270 $41.3 June 1999 Q2 1999 Q2 2001
Florham Park, NJ
5. Avalon on the Sound (3) 2.4 412 $93.3 June 1999 Q4 1999 Q4 2001
New Rochelle, NY
6. Avalon Haven 10.6 128 $14.4 October 1999 Q3 1999 Q4 2000
North Haven, CT
7. Avalon at Scripps Ranch 19.0 378 $53.5 October 1999 Q3 2000 Q1 2002
San Diego, CA
8. Avalon Hill 9.6 168 $17.9 October 1999 Q3 2000 Q4 2001
Orange, CT
9. Avalon at Arlington Square I 14.2 510 $69.9 November 1999 Q4 1999 Q4 2001
Arlington, VA
10. Avalon at Arlington Square II 6.1 332 $39.9 November 1999 Q3 2001 Q1 2003
Arlington, VA
11. Avalon Estates 55.6 162 $20.3 December 1999 Q4 1999 Q2 2001
Hull, MA
----------------------------------------
Total 179.3 3,124 $477.4
========================================
</TABLE>
(1) Total budgeted cost includes all capitalized costs projected to be
incurred to develop the respective Development Community, including
land acquisition costs, construction costs, real estate taxes,
capitalized interest and loan fees, permits, professional fees,
allocated development overhead and other regulatory fees determined in
accordance with generally accepted accounting principles.
(2) Future construction start and completion dates are estimates.
(3) This community will be developed on land being leased from an
unrelated third party.
Natural Disasters
Many of our West Coast communities are located in the general vicinity of active
earthquake faults. In July 1998, we obtained a seismic risk analysis from an
engineering firm which estimated the probable maximum damage for each of the 60
West Coast communities that we owned at that time and for each of the five West
Coast communities under development at that time. The seismic risk analysis was
obtained for each individual community and for all of those communities
combined. To establish a probable maximum damage, the engineers first define a
severe earthquake event for the applicable geographic area, which is an
earthquake that has only a 10% likelihood of occurring over a 50-year period.
The probable maximum damage is determined as the structural and architectural
damage and business interruption loss that is estimated to have only a 10%
probability of being exceeded in the event of such an earthquake. Because a
significant number of our communities are located in the San Francisco Bay Area,
the engineers' analysis defined an earthquake on the Hayward Fault with a
Richter Scale magnitude of 7.1 as a severe earthquake with a 10% probability of
occurring within a 50-year period. The engineers then established an aggregate
probable maximum damage at that time of $113 million for the 60 West Coast
communities that we owned at that time and the five West Coast communities under
development. The $113 million probable maximum damage for those communities was
a probable maximum level that the engineers expected to be exceeded only 10% of
the time in the event of such a severe earthquake. The actual aggregate probable
maximum damage could be higher or lower as a result of variations in soil
classifications and structural vulnerabilities. For each community, the
engineers' analysis calculated an individual probable maximum damage as a
percentage of the community's replacement cost and projected revenues. We cannot
assure you that:
29
<PAGE> 32
- an earthquake would not cause damage or losses greater than the
probable maximum damage assessments indicate;
- future probable maximum damage levels will not be higher than the
current probable maximum damage levels described above for our
communities located on the West Coast; or
- acquisitions or developments after July 1998 will not have probable
maximum damage assessments indicating the possibility of greater
damage or losses than currently indicated.
In August 1999, we renewed our earthquake insurance, both for physical damage
and lost revenue, with respect to all communities we owned at that time and all
of the communities under development. For any single occurrence, we have in
place $75,000,000 of coverage with a five percent deductible. The five percent
deductible is subject to a minimum of $100,000 and a maximum of $25,000,000 per
occurrence. In addition, our general liability and property insurance program
provides coverage for public liability and fire damage. In the event an
uninsured disaster or a loss in excess of insured limits were to occur, we could
lose our capital invested in the affected community, as well as anticipated
future revenue from that community. We would also continue to be obligated to
repay any mortgage indebtedness or other obligations related to the community.
Any such loss could materially and adversely affect our business and our
financial condition and results of operations.
Americans with Disabilities Act
The apartment communities we own and any apartment communities that we acquire
must comply with Title III of the Americans with Disabilities Act to the extent
that such properties are "public accommodations" and/or "commercial facilities"
as defined by the Americans with Disabilities Act. Compliance with the Americans
with Disabilities Act requirements could require removal of structural barriers
to handicapped access in certain public areas of our properties where such
removal is readily achievable. The Americans with Disabilities Act does not,
however, consider residential properties, such as apartment communities, to be
public accommodations or commercial facilities, except to the extent portions of
such facilities, such as leasing offices, are open to the public. We believe our
properties comply in all material respects with all present requirements under
the Americans with Disabilities Act and applicable state laws. Noncompliance
could result in imposition of fines or an award of damages to private litigants.
ITEM 3. LEGAL PROCEEDINGS
The Company is from time to time subject to claims and administrative
proceedings arising in the ordinary course of business. Some of these claims and
proceedings are expected to be covered by liability insurance. The following
matter, for which the Company believes it has meritorious defenses and is
therefore vigorously defending against, is not covered by liability insurance.
However, outstanding litigation matters, individually or in the aggregate,
including the matter described below, are not expected to have a material
adverse effect on the business or financial condition of the Company.
AvalonBay is currently involved in litigation with York Hunter Construction,
Inc. and National Union Fire Insurance Company. The litigation involves
construction work at AvalonBay's Avalon Willow community in Mamaroneck, New
York. York Hunter initiated the litigation in October 1999, when it filed a
complaint against AvalonBay and other defendants, claiming more than $15 million
in damages. AvalonBay has filed counterclaims against York Hunter for more than
$6 million in damages, and has also filed a claim against National Union Fire
Insurance, which furnished construction and performance bonds to AvalonBay on
behalf of York Hunter. AvalonBay believes that it has meritorious defenses
against all of York Hunter's claims and is vigorously contesting those claims.
AvalonBay also intends to pursue its counterclaims against York Hunter and
National Union Fire Insurance aggressively.
The action arises from AvalonBay's October 8, 1999 termination of York Hunter as
construction manager under a contract relating to construction of the Avalon
Willow community because of alleged failures and deficiencies by York Hunter and
its subcontractors in performing under the contract. On or about October 19,
1999, York Hunter filed a Summons with Notice in the Supreme Court of the State
of New York, County of Westchester. In addition to AvalonBay, the Summons named
The State of New York, The Village of Mamaroneck, and tenants of the Avalon
30
<PAGE> 33
Willow Community as defendants. In its Summons, and in a Verified Complaint
filed on December 17, 1999, in the United States District Court for the Southern
District of New York, York Hunter alleged that AvalonBay breached and wrongfully
terminated the construction management contract, among other claims. The
complaint also seeks foreclosure upon York Hunter's mechanic's lien.
On November 24, 1999, AvalonBay removed the litigation from the state court to
the United States District Court for the Southern District of New York, and
moved to dismiss the other defendants from the action. York Hunter filed a
motion to have the action remanded to state court. On February 14, 2000, the
District Court granted AvalonBay's motion and denied York Hunter's motion to
remand.
On January 6, 2000, AvalonBay filed its Answer and Counterclaims. The Answer
denies York Hunter's allegations. It also states eight causes of action against
York Hunter, including breach of contract and contract damages related to
AvalonBay's termination of the contract for cause. AvalonBay has also joined
National Union Fire Insurance Company as a counter-defendant in the action,
seeking recovery on the payment and performance bonds.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
No matter was submitted to a vote of our security holders during the fourth
quarter of 1999.
31
<PAGE> 34
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the New York Stock Exchange (NYSE) and the
Pacific Stock Exchange (PCX) under the ticker symbol AVB. The following table
sets forth the quarterly high and low sales prices per share of our common stock
on the NYSE for the years ended December 31, 1999 and 1998, as reported by the
NYSE. On March 1, 2000, there were 928 holders of record of an aggregate of
65,871,094 shares of our outstanding common stock.
<TABLE>
<CAPTION>
1999 1998, post merger
----------------------------------------- ----------------------------------------
Sales Price Sales Price
------------------------ Dividends ---------------------------- Dividends
High Low Declared High Low Declared
----------- --------- --------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Quarter ended March 31 $34.313 $30.813 $0.51 N/A N/A N/A
Quarter ended June 30 $37.000 $31.000 $0.51 N/A N/A N/A
Period June 4 through June 30 N/A N/A N/A $37.750 $35.000 $ 0.51
Quarter ended September 30 $35.875 $32.563 $0.52 $38.438 $30.500 $ 0.51
Quarter ended December 31 $35.000 $30.875 $0.52 $34.313 $31.125 $ 0.51
</TABLE>
<TABLE>
<CAPTION>
1998, Avalon prior to merger 1998, Bay prior to merger
----------------------------------------- ----------------------------------------
Sales Price Sales Price
------------------------ Dividends ---------------------------- Dividends
Quarter Ended High Low Declared High Low Declared
- ------------- ----------- --------- --------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Quarter ended March 31 $30.938 $27.125 $0.39 $39.250 $36.313 $0.42
Period April 1 through June 3 $29.250 $27.375 N/A $37.875 $36.000 N/A
</TABLE>
We expect to continue our policy of paying regular quarterly cash
dividends. However, dividend distributions will be declared at the discretion of
the Board of Directors and will depend on actual funds from operations, our
financial condition, capital requirements, the annual distribution requirements
under the REIT provisions of the Internal Revenue Code and other factors as the
Board of Directors may consider relevant. The Board of Directors may modify our
dividend policy from time to time.
We have an optional Dividend Reinvestment and Stock Purchase Plan (DRIP)
which provides a simple and convenient method for stockholders to invest cash
dividends and optional cash payments in shares of our common stock. All holders
of capital stock are eligible to participate in the DRIP, including stockholders
whose shares are held in the name of a nominee or broker. These participants in
the DRIP may purchase additional shares of common stock by:
- having the cash dividends on all or part of their shares of common
stock and preferred stock automatically reinvested;
- receiving directly, as usual, their cash dividends, if and when
declared, on their shares of capital stock and investing in the DRIP
by making cash payments of not less than $100 or more than $100,000,
or such larger amount as we may approve, per quarter; and/or
- investing both their cash dividends and such optional cash payments in
shares of common stock.
Common stock acquired pursuant to the DRIP with reinvested dividends may be
purchased at a price per share equal to 97% of the closing price on the NYSE for
such shares of common stock on the applicable investment date. Common stock
purchased with optional cash payments of up to $100,000 per calendar quarter may
be purchased at a price per share equal to 100% of the last reported sale price
for a share of common stock as reported by the NYSE on the applicable investment
date. In addition, common stock purchased with optional cash payments in excess
of $100,000 per calendar quarter pursuant to a Request for Waiver may be
purchased at a price per share equal to 100% of the average of the daily high
and low sales prices of our common stock on the NYSE for the ten trading days
immediately preceding the applicable investment date. Generally, no brokerage
commissions, fees or service charges are paid by participants in connection with
purchases under the DRIP. Stockholders who do not participate in the DRIP
continue to receive cash dividends as declared.
32
<PAGE> 35
ITEM 6. SELECTED FINANCIAL DATA
The following table provides historical consolidated financial, operating
and other data for AvalonBay Communities, Inc. You should read the table with
our consolidated financial statements and the notes included in this report.
<TABLE>
<CAPTION>
Company (1)
----------------------------------------------------------------------
Years ended
----------------------------------------------------------------------
12-31-99 12-31-98 12-31-97 12-31-96 12-31-95
-------------- ------------- ------------ ------------ ------------
(Dollars in thousands, except per share information)
<S> <C> <C> <C> <C> <C>
OPERATING INFORMATION:
Revenue:
Rental income $ 503,132 $ 369,945 $ 169,442 $ 123,354 $ 94,821
Management fees 1,176 1,377 1,029 1,439 1,926
Other income 236 81 633 420 466
----------- ----------- ----------- ----------- ------------
Total revenue 504,544 371,403 171,104 125,213 97,213
----------- ----------- ----------- ----------- ------------
Expenses:
Operating expenses, excluding property taxes 134,172 104,346 47,279 36,491 27,963
Property taxes 42,701 31,775 14,429 10,583 8,035
Interest expense 74,699 54,650 16,977 9,545 11,056
Depreciation and amortization 109,759 77,374 29,113 20,956 16,558
General and administrative 9,502 9,124 5,093 3,438 3,132
Development costs write-off -- -- -- 450 400
Non-recurring items 16,782 -- -- -- --
----------- ----------- ----------- ----------- ------------
Total expenses 387,615 277,269 112,891 81,463 67,144
----------- ----------- ----------- ----------- ------------
Equity in income of
unconsolidated joint ventures 2,867 2,638 5,689 1,025 440
Interest income 7,362 3,508 1,346 887 953
Minority interest in unconsolidated partnerships (1,975) (1,770) 174 495 633
----------- ----------- ----------- ----------- ------------
Income before gain on sale of
communities and extraordinary item 125,183 98,510 65,422 46,157 32,095
Gain on sale of communities 47,093 25,270 677 7,850 --
----------- ----------- ----------- ----------- ------------
Income before extraordinary item 172,276 123,780 66,099 54,007 32,095
Extraordinary item -- (245) (1,183) (2,356) (1,158)
----------- ----------- ----------- ----------- ------------
Net income 172,276 123,535 64,916 51,651 30,937
Dividends attributable to preferred stock (39,779) (28,132) (19,656) (10,422) --
----------- ----------- ----------- ----------- ------------
Net income available to common
stockholders $ 132,497 $ 95,403 $ 45,260 $ 41,229 $ 30,937
=========== =========== =========== =========== ============
PER COMMON SHARE AND SHARE INFORMATION:
Income before extraordinary item- basic $ 2.02 $ 1.87 $ 1.64 $ 1.85 $ 1.47
Income before extraordinary item- diluted $ 2.00 $ 1.84 $ 1.63 $ 1.84 $ 1.47
Extraordinary item $ -- $ (0.00) $ (0.04) $ (0.10) $ (0.05)
Net income- basic $ 2.02 $ 1.87 $ 1.60 $ 1.75 $ 1.42
Net income- diluted $ 2.00 $ 1.84 $ 1.59 $ 1.74 $ 1.42
Cash dividends declared $ 2.06 $ 2.04 $ 2.00 $ 1.94 $ 1.90
Weighted average common shares and units
outstanding- basic 65,657,921 51,113,206 28,245,314 23,617,161 21,793,158
Weighted average common shares and units
outstanding- diluted 66,110,664 51,771,247 28,431,823 23,691,447 21,828,020
</TABLE>
33
<PAGE> 36
<TABLE>
<CAPTION>
Company (1)
-----------------------------------------------------------------
Years ended
-----------------------------------------------------------------
12-31-99 12-31-98 12-31-97 12-31-96 12-31-95
----------- ------------ ------------ ------------ -----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
OTHER INFORMATION:
Net income $ 172,276 $ 123,535 $ 64,916 $ 51,651 $ 30,937
Depreciation and amortization 109,759 77,374 29,113 20,956 16,558
Interest expense 74,699 54,650 16,977 9,545 11,056
Interest income (7,362) (3,508) (1,346) (887) (953)
Non-recurring items 16,782 -- -- -- --
Gain on sale of communities (47,093) (25,270) (677) (7,850) --
Extraordinary item -- 245 1,183 2,356 1,158
----------- ----------- ----------- ----------- ---------
Gross EBITDA (2) $ 319,061 $ 227,026 $ 110,166 $ 75,771 $ 58,756
=========== =========== =========== =========== =========
Funds from Operations (3) $ 212,840 $ 148,487 $ 73,525 $ 54,622 $ 46,879
Stabilized apartment communities (4) 118 113 64 45 38
BALANCE SHEET INFORMATION:
Real estate, before
accumulated depreciation $4,266,426 $4,006,456 $1,534,986 $1,081,906 $ 782,433
Total assets $4,154,662 $4,005,013 $1,529,703 $1,082,771 $ 786,711
Notes payable and Unsecured Facilities $1,593,647 $1,484,371 $ 506,129 $ 310,606 $ 340,686
CASH FLOW INFORMATION:
Net cash flows provided by operating activities $ 250,066 $ 193,478 $ 93,649 $ 65,841 $ 56,314
Net cash flows used in investing activities $ (264,619) $ (617,685) $ (421,420) $ (261,033) $(189,582)
Net cash flows provided by financing activities $ 13,284 $ 426,375 $ 320,252 $ 207,632 $ 132,207
</TABLE>
Notes to Selected Financial Data
(1) See our consolidated financial statements and the related notes included in
this report, including footnote 2 thereof for a discussion of a revision to
the financial presentation resulting from a change in accounting.
(2) Gross EBITDA represents earnings before interest, income taxes,
depreciation and amortization, non-recurring items, gain on sale of
communities and extraordinary items. Gross EBITDA is relevant to an
understanding of the economics of AvalonBay because it indicates cash flow
available from operations to service fixed obligations. Gross EBITDA should
not be considered as an alternative to operating income, as determined in
accordance with GAAP, as an indicator of our operating performance, or to
cash flows from operating activities (as determined in accordance with
GAAP) as a measure of liquidity. Our calculation of gross EBITDA may not be
comparable to gross EBITDA as calculated by other companies.
(3) We generally consider Funds from Operations, or FFO, to be an appropriate
measure of our operating performance because it helps investors understand
our ability to incur and service debt and to make capital expenditures. We
believe that to gain a clear understanding of our operating results, FFO
should be examined with net income as presented in the consolidated
financial statements included elsewhere in this report. FFO is determined
based on a definition adopted by the Board of Governors of the National
Association of Real Estate Investment Trusts(R) and is defined as:
- net income or loss computed in accordance with GAAP, excluding gains or
losses from debt restructuring, other non-recurring items and sales of
property;
- plus depreciation of real estate assets; and
- after adjustments for unconsolidated partnerships and joint ventures.
FFO does not represent cash generated from operating activities in
accordance with GAAP. Therefore it should not be considered as an
alternative to net income or as an indication of performance. FFO should
also not be considered an alternative to net cash flows from operating
activities as determined by generally accepted accounting principles as a
measure of liquidity. Additionally, it is not necessarily indicative of
34
<PAGE> 37
cash available to fund cash needs. Further, FFO as calculated by other
REITs may not be comparable to our calculation of FFO. The calculation of
FFO for the periods presented is reflected in the following table:
<TABLE>
<CAPTION>
Company (1)
--------------------------------------------------------------------------------
Years ended
--------------------------------------------------------------------------------
12-31-99 12-31-98 12-31-97 12-31-96 12-31-95
-------------- -------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Net income available to common stockholders $ 132,497 $ 95,403 $ 45,260 41,229 $ 30,937
Depreciation (real estate related) 107,928 75,614 27,360 18,566 14,468
Joint venture adjustments 751 725 399 321 316
Minority interest 1,975 1,770 -- -- --
Gain on sale of communities (47,093) (25,270) (677) (7,850) --
Non-recurring items (5) 16,782 -- -- -- --
Extraordinary items -- 245 1,183 2,356 1,158
------------ ------------ ------------ ------------ ------------
Funds from Operations $ 212,840 $ 148,487 $ 73,525 $ 54,622 $ 46,879
------------ ------------ ------------ ------------ ------------
Net cash provided by operating activities $ 250,066 $ 193,478 $ 93,649 $ 65,841 $ 56,314
============ ============ ============ ============ ============
Net cash used in investing activities $ (264,619) $ (617,685) $ (421,420) $ (261,033) $ (189,582)
============ ============ ============ ============ ============
Net cash provided by financing activities $ 13,284 $ 426,375 $ 320,252 $ 207,632 $ 132,207
============ ============ ============ ============ ============
Weighted average common shares and units
outstanding - diluted 66,110,664 51,771,247 28,431,823 23,691,447 21,828,020
============ ============ ============ ============ ============
</TABLE>
(4) These amounts include communities only after stabilized occupancy has
occurred. We consider a community to have achieved stabilized occupancy on
the earlier of (i) the first day of any month in which the community
reaches 95% physical occupancy or (ii) one year after completion of
construction or reconstruction. These amounts also include joint venture
investments.
(5) Year to date consists of $16,076 related to management and other
organizational changes and $706 for Y2K compliance costs.
35
<PAGE> 38
ITEM 7. MANAGMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
This Form 10-K, including the footnotes to the Company's consolidated financial
statements, 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," and other similar expressions in
this Form 10-K, that predict or indicate future events and trends or that do not
relate to historical matters. In addition, information concerning the following
are forward-looking statements:
- the timing and cost of completion of apartment communities under
construction, reconstruction, development or redevelopment;
- the timing of lease-up and occupancy of apartment communities; the
pursuit of land on which we are considering future development;
- cost, yield and earnings estimates;
- the development, implementation and use of management information
systems.
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. You should not rely on
forward-looking statements since 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. Some of the factors that could cause our actual results, performance
or achievements to differ materially from those expressed or implied by these
forward-looking statements include, but are not limited to, the following:
- we may be unsuccessful in managing our current growth in the number of
apartment communities and the related growth of our business
operations;
- our previous or possible future expansion into new geographic market
areas may not produce financial results that are consistent with our
historical performance;
- we may fail to secure development opportunities due to an inability to
reach agreements with third parties or to obtain desired zoning and
other local approvals;
- we may abandon development opportunities for a number of reasons,
including changes in local market conditions which make development
less desirable, increases in costs of development and increases in the
cost of capital;
- 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 expense, construction costs and reduced rental revenues;
- occupancy rates and market rents may be adversely affected by local
economic and market conditions which are beyond our control;
- financing may not be available on favorable terms and our cash flow
from operations and access to cost effective capital may be
insufficient for the development of our pipeline and could limit our
pursuit of opportunities;
- our cash flow 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;
- the development, implementation and use of new management information
systems may cost more than anticipated or may be delayed for a number
of reasons, including unforeseen technological or integration issues.
36
<PAGE> 39
You should read our consolidated financial statements and notes for the year
ended December 31, 1999 included in this report in conjunction with the
following discussion. These forward-looking statements represent our estimates
and assumptions only as of the date of this report. We do not undertake to
update these forward-looking statements, and you should not rely upon them after
the date of this report.
Business Description and Community Information
AvalonBay is a Maryland corporation that has elected to be treated as a real
estate investment trust, or REIT, for federal income tax purposes. We focus on
the ownership and operation of upscale apartment communities (which we consider
to be apartment communities that generally command among the highest rents in
their submarkets) in high barrier-to-entry markets of the United States. This is
because we believe that the limited new supply of upscale apartment homes in
these markets helps achieve more predictable cash flows. These barriers-to-entry
generally include a difficult and lengthy entitlement process with local
jurisdictions and dense in-fill locations where zoned and entitled land is in
limited supply. These markets are located in Northern and Southern California
and selected states in the Mid-Atlantic, Northeast, Midwest and Pacific
Northwest regions of the country.
AvalonBay is the surviving corporation from the merger of Avalon Properties,
Inc. with and into Bay Apartment Communities, Inc. Prior to December 31, 1999,
we accounted for the merger under the purchase method of accounting, using the
historical financial statements of Bay prior to and after the merger. Based on
discussions with the Securities and Exchange Commission, we agreed to revise our
financial presentation as of and for the years ended December 31, 1998 and 1997
to present the merger whereby the historical financial statements for Avalon are
presented prior to the merger. At that time, Avalon ceased to legally exist, and
Bay as the surviving legal entity adopted the historical financial statements of
Avalon, with Bay's assets recorded in the historical financial statements of
Avalon at an amount equal to Bay's debt outstanding at that time plus the value
of capital stock retained by the Bay stockholders, which approximates fair
value.
We are a fully-integrated real estate organization with in-house expertise in
the following areas:
- acquisition;
- development and redevelopment;
- construction and reconstruction;
- financing;
- marketing;
- leasing and management; and
- information technologies.
With our expertise and in-house capabilities, we believe we are well-positioned
to continue to pursue opportunities to develop and acquire upscale apartment
homes in our target markets. Our ability to pursue attractive opportunities,
however, may be constrained by capital market conditions that limit the
availability of cost effective capital to finance these activities. We limited
our acquisition activity in 1999 as compared to prior years due to these capital
constraints, and we expect to direct most of our invested capital to new
developments and redevelopments for the foreseeable future.
We believe apartment communities present an attractive investment opportunity
compared to other real estate investments because a broad potential resident
base results in relatively stable demand during all phases of a real estate
cycle. We intend to pursue appropriate new investments, including both new
developments and acquisitions of communities, in markets where constraints to
new supply exist and where new household formations have out-paced multifamily
permit activity in recent years.
Our real estate investments as of March 1, 2000 consist primarily of stabilized
operating apartment communities as well as communities in various stages of the
development and redevelopment cycle and land or land options held for
development. We classify these investments into the following categories:
37
<PAGE> 40
<TABLE>
<CAPTION>
Number of Number of
communities apartment homes
----------- ---------------
<S> <C> <C>
Current Communities 121 35,648
- --------------------
Stabilized Communities 117 34,193
Established Communities: 63 17,706
Northern California 25 6,461
Southern California 3 600
Mid-Atlantic 18 5,259
Northeast 16 4,888
Midwest 1 498
Other Stabilized Communities: 54 16,487
Northern California 10 2,988
Southern California 13 4,476
Mid-Atlantic 4 1,240
Northeast 16 5,111
Midwest 7 1,717
Pacific Northwest 4 955
Lease-Up Communities - -
Redevelopment Communities 4 1,455
Development Communities 12 3,173
- -----------------------
Development Rights 30 8,624 (*)
- ------------------
</TABLE>
(*) Represents an estimate
Current Communities are apartment communities that have been completed and
have reached occupancy of at least 95%, have been complete for one year,
are in the initial lease-up process or are under redevelopment. Current
Communities consist of the following:
Stabilized Communities. Represents all Current Communities that have
completed initial lease-up by attaining physical occupancy levels of
at least 95% or have been completed for one year, whichever occurs
earlier. Stabilized Communities are categorized as either Established
Communities or Other Stabilized Communities.
- Established Communities. Represents all Stabilized Communities
owned by Avalon and, on a pro forma basis, those owned by Bay as
of January 1, 1998, with stabilized operating costs as of January
1, 1998 such that a comparison of 1998 operating results to 1999
operating results is meaningful. Each of the Established
Communities falls into one of the following six geographic areas:
Northern California, Southern California, Mid-Atlantic,
Northeast, Midwest and Pacific Northwest regions. At December 31,
1999, there were no Established Communities in the Pacific
Northwest. When used in connection with a comparison of 1998 and
1997 results, the term "Established Communities" refers to
communities that were stabilized as of January 1, 1997.
38
<PAGE> 41
- Other Stabilized Communities. Represents Stabilized Communities
as defined above, but which became stabilized or were acquired
after January 1, 1998.
Lease-Up Communities. Represents all communities where construction
has been complete for less than one year and where occupancy has not
reached at least 95%.
Redevelopment Communities. Represents all communities where
substantial redevelopment has begun. Redevelopment is considered
substantial when capital invested during the reconstruction effort
exceeds the lesser of $5 million or 10% of the community's acquisition
cost.
Development Communities are communities that are under construction and for
which a final certificate of occupancy has not been received. These
communities may be partially complete and operating.
Development Rights are development opportunities in the early phase of the
development process for which we have an option to acquire land or where we
own land to develop a new community. We capitalize all related
pre-development costs incurred in pursuit of these new developments.
Of the Current Communities as of March 1, 2000, we own:
- a fee simple, or absolute, ownership interest in 106 operating
communities, one of which is on land subject to a 149 year land lease;
- a general partnership interest in five partnerships that in the
aggregate hold a fee simple interest in five other operating
communities;
- a general partnership interest in four partnerships structured as
"DownREITs," as described more fully below, that own an aggregate of
nine communities; and
- a 100% interest in a senior participating mortgage note secured by one
community, which allows us to share in part of the rental income or
resale proceeds of the community.
We also hold a fee simple ownership interest in 11 of the Development
Communities and a membership interest in a limited liability company that holds
a fee simple interest in one Development Community.
In each of the four partnerships structured as DownREITs, either AvalonBay or
one of our wholly-owned subsidiaries is the general partner, and there are one
or more limited partners whose interest in the partnership is represented by
units of limited partnership interest. For each DownREIT partnership, limited
partners are entitled to receive distributions before any distribution is made
to the general partner. Although the partnership agreements for each of the
DownREITs are different, generally the distributions paid to the holders of
units of limited partnership interests approximate the current AvalonBay common
stock dividend rate. Each DownREIT partnership has been structured so that it is
unlikely the limited partners will be entitled to a distribution greater than
the initial distribution provided for in the partnership agreement. The holders
of units of limited partnership interest have the right to present each unit of
limited partnership interest for redemption for cash equal to the fair market
value of a share of AvalonBay common stock on the date of redemption. In lieu of
a cash redemption of a unit, we may elect to acquire any unit presented for
redemption for one share of our common stock. As of December 31, 1999, there
were 973,870 units outstanding. The DownREIT partnerships are consolidated for
financial reporting purposes.
At December 31, 1999, we had positioned our portfolio of Stabilized Communities,
excluding communities owned by unconsolidated joint ventures, to an average
physical occupancy level of 96.7%. Our strategy is to maximize total rental
revenue through management of rental rates and occupancy levels. Our strategy of
39
<PAGE> 42
maximizing total rental revenue could lead to lower occupancy levels. Given the
current high occupancy level of our portfolio, we believe that any rental
revenue and net income gains from our Established Communities would be achieved
primarily through higher rental rates and the lower average operating costs per
apartment home that result from economies of scale due to national and regional
growth of our portfolio.
We elected to be taxed as a REIT for federal income tax purposes for the year
ended December 31, 1994 and we have not revoked that election. We were
incorporated under the laws of the State of California in 1978, and we were
reincorporated in the State of Maryland in July 1995. Our principal executive
offices are located at 2900 Eisenhower Avenue, Suite 300, Alexandria, Virginia,
22314, and our telephone number at that location is (703) 329-6300. We also
maintain regional offices and administrative or specialty offices in or near the
following cities:
- San Jose, California;
- Wilton, Connecticut;
- Boston, Massachusetts;
- Chicago, Illinois;
- Los Angeles, California;
- Minneapolis, Minnesota;
- Newport Beach, California;
- New York, New York;
- Princeton, New Jersey; and
- Seattle, Washington.
Recent Developments
Sales of Existing Communities. During 1998, we completed a strategic planning
effort that resulted in our decision to increase our geographical concentration
in selected high barrier-to-entry markets where we believe we can:
- apply sufficient market and management presence to enhance revenue
growth;
- reduce operating expenses; and
- leverage management talent.
To effect this increased concentration, we adopted an aggressive capital
redeployment strategy and are selling assets in markets where our current
presence is limited. We intend to redeploy the proceeds from sales to develop
and redevelop communities currently under construction or reconstruction.
Pending such redeployment, the proceeds from the sale of these communities will
be used to repay amounts outstanding under our variable rate unsecured credit
facility. Accordingly, we sold seven communities with an aggregate of 2,039
apartment homes in connection with our capital redeployment strategy in 1998.
The net proceeds from these sales totaled $73,900,000. In 1999, we sold 16
communities with an aggregate of 4,464 apartment homes. Net proceeds from these
sales totaled $255,618,000. In addition, during 1999 we sold a participating
mortgage note secured by an apartment home community for net proceeds of
$25,300,000. Since January 1, 2000, we have sold one additional community
containing 360 apartment homes in connection with our capital redeployment
strategy. The net proceeds from the sale of this community were approximately
$29,325,000. We intend to dispose of additional assets as described more fully
under "Future Financing and Capital Needs."
Development, Redevelopment and Acquisition Activities. We began the development
of eight new communities during 1999. These communities are expected to contain
a total of 2,246 apartment homes upon completion, and the total investment,
including land acquisition costs, is projected to be approximately $366,100,000.
Also, we completed the development of ten new communities containing a total of
2,335 apartment homes for a total investment of $391,600,000.
40
<PAGE> 43
We also acquired three land parcels during 1999 on which construction has not
yet commenced. We expect to develop three new communities containing a total of
878 apartment homes on these parcels. The total investment in these
communities, including land acquisition costs of $22,078,000, is projected to be
approximately $111,300,000.
We completed the redevelopment of thirteen communities during 1999 for a total
investment in redevelopment (i.e. excluding acquisition costs) of $77,300,000.
We acquired one community, containing 224 apartment homes, during 1999 for
approximately $25,750,000, including 117,178 units of limited partnership in a
DownREIT partnership valued at $4,614,000. We acquired this community in
connection with a forward purchase agreement signed in 1997 with an unaffiliated
party.
The development and redevelopment of communities involves risks that the
investment will fail to perform in accordance with expectations. See "Risks of
Development and Redevelopment" in Part I of this Form 10-K for our discussion of
these and other risks inherent in developing or redeveloping communities.
Results of Operations
Historically, the changes in our operating results from period-to-period have
been primarily the result of increases in the number of apartment homes owned.
Where appropriate, period-to-period comparisons of the number of occupied
apartment homes are made on a weighted average basis to adjust for changes in
the number of apartment homes during the period. For Stabilized Communities,
excluding communities owned by unconsolidated joint ventures, all occupied
apartment homes are included in the calculation of weighted average occupied
apartment homes for each reporting period. For communities in the initial
lease-up phase, only apartment homes of communities that are completed and
occupied are included in the weighted average number of occupied apartment homes
calculation for each reporting period.
A comparison of our operating results for the years ended December 31, 1999 and
December 31, 1998 as well as a comparison of our operating results for the years
ended December 31, 1998 and December 31, 1997 follows.
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998
Net income available to common stockholders increased $37,094,000 (38.9%) to
$132,497,000 for the year ended December 31, 1999 compared to $95,403,000 for
the preceding year. Excluding non-recurring charges, gain on sale of communities
and extraordinary items, net income available to common stockholders increased
by $31,808,000 for the year ended December 31, 1999 compared to the preceding
year. The increase in net income, as adjusted, for the year ended December 31,
1999 is primarily attributable to additional operating income from additional
communities attributable to the merger. Additional operating income from newly
developed or redeveloped communities and growth in operating income from
Established Communities also contributed to the increase in net income.
Rental income increased $133,187,000 (36.0%) to $503,132,000 for the year ended
December 31, 1999 compared to $369,945,000 for the preceding year. The increase
is primarily attributable to additional revenue from additional communities
attributable to the merger and secondarily to newly developed and redeveloped
communities, partially offset by the sale of communities in 1998 and 1999.
Overall Portfolio - The $133,187,000 increase in rental income is primarily
due to increases in the weighted average number of occupied apartment homes
as well as an increase in the weighted average monthly rental income per
occupied apartment home. The weighted average number of occupied apartment
homes increased from 28,333 apartment homes for the year ended December 31,
1998 to 33,726 apartment homes for the year ended December 31, 1999
primarily as a result
41
<PAGE> 44
of the additional apartment homes from additional communities attributable
to the merger being part of the portfolio for all of 1999 and the
development, redevelopment and acquisition of new communities, offset by
the sale of communities in 1998 and 1999. For the year ended December 31,
1999, the weighted average monthly revenue per occupied apartment home
increased $160 (14.8%) to $1,242 compared to $1,082 for the preceding year,
which is primarily attributable to the development of new upscale apartment
communities in premium locations, the sale of communities with lower
average rents as well as the merger. These apartment communities were
funded in part from the proceeds of communities sold in markets where
rental rates are lower.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1998 - Rental revenue increased $10,114,000 (4.1%)
for the year ended December 31, 1999 compared to the preceding year. The
increase is due to market conditions that allowed for higher average rents
that were partially offset by lower economic occupancy levels. For the year
ended December 31, 1999, weighted average monthly revenue per occupied
apartment home increased $52 (4.4%) to $1,226 compared to $1,174 for the
preceding year. The average economic occupancy decreased from 96.9% for the
year ended December 31, 1998 to 96.6% for the year ended December 31, 1999.
Regions showing occupancy gains include the Mid-Atlantic, with an increase
from 96.8% for the year ended December 31, 1998 to 97.1% for the year ended
December 31, 1999, and the Midwest, with an increase from 97.1% for the
year ended December 31, 1998 to 97.2% for the year ended December 31,
1999. Occupancy decreased in Northern California from 97.1% for the year
ended December 31, 1998 to 96.2% for the year ended December 31, 1999
primarily due to softening in sub-markets dependent on Silicon Valley
employment.
Management fees decreased $201,000 to $1,176,000 for the year ended December 31,
1999 compared to $1,377,000 for the preceding year. Management fees represent
revenue from third-party contracts. We anticipate that management and
development fees will increase over the next several years due to the receipt of
fees pursuant to joint venture arrangements.
Operating expenses, excluding property taxes increased $29,826,000 (28.6%) to
$134,172,000 for the year ended December 31, 1999 compared to $104,346,000 for
the preceding year.
Overall Portfolio - The increase for the year ended December 31, 1999 is
primarily due to additional operating expenses from additional communities
attributable to the merger and secondarily due to the addition of newly
developed, redeveloped and acquired apartment homes, partially offset by
the sale of communities in 1998 and 1999. Maintenance, insurance and other
costs associated with Development and Redevelopment Communities are
expensed as communities move from the initial construction and lease-up
phase to the stabilized operating phase.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1998 - Operating expenses increased $1,821,000
(3.7%) to $50,912,000 for the year ended December 31, 1999 compared to
$49,091,000 for the preceding year. The net changes are the result of
higher redecorating, maintenance, payroll and administrative costs offset
by lower utility, marketing, and insurance costs.
Property taxes increased $10,926,000 (34.4%) to $42,701,000 for the year ended
December 31, 1999 compared to $31,775,000 for the preceding year.
Overall Portfolio - The increase for the year ended December 31, 1999 is
primarily due to additional expenses from additional communities
attributable to the merger and secondarily due to the addition of newly
developed, redeveloped or acquired apartment homes, partially offset by the
sale of communities in 1998 and 1999. Property taxes on Development and
Redevelopment
42
<PAGE> 45
Communities are expensed as communities move from the initial construction
and lease-up phase to the stabilized operating phase.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1998 - Property taxes decreased $30,000 (0.1%) to
$21,197,000 for the year ended December 31, 1999 compared to $21,227,000
for the preceding year. The decrease is primarily a result of revised base
year tax assessments for previously renovated communities which resulted in
supplemental taxes that were lower than those than originally projected.
Interest expense increased $20,049,000 (36.7%) to $74,699,000 for the year ended
December 31, 1999 compared to $54,650,000 for the preceding year. The increase
is primarily attributable to approximately $600 million of debt assumed in
connection with the merger and the issuance of $625,000,000 of unsecured notes
during 1999 and 1998, offset by an increase in capitalized interest.
Depreciation and amortization increased $32,385,000 (41.9%) to $109,759,000 for
the year ended December 31, 1999 compared to $77,374,000 for the preceding year.
The increase is attributable primarily to additional expense from additional
communities attributable to the merger and secondarily to newly developed and
redeveloped communities, partially offset by the sale of communities in 1998 and
1999.
General and administrative increased $378,000 (4.1%) to $9,502,000 for the year
ended December 31, 1999 compared to $9,124,000 for the preceding year. The
increase is impacted by additional overhead from the combination of the two
companies and related organizational structures, partially offset by a
reorganization in February 1999 that reduced the management structure of the
merged company.
Equity in income of unconsolidated joint ventures increased $229,000 (8.7%) to
$2,867,000 for the year ended December 31, 1999 compared to $2,638,000 for the
preceding year. Equity in income of unconsolidated joint ventures represents our
share of income from joint ventures.
Interest income increased $3,854,000 (109.9%) to $7,362,000 for the year ended
December 31, 1999 compared to $3,508,000 for the preceding year. These increases
are primarily from an increase in interest from participating mortgage notes,
including the Fairlane Woods participating mortgage note acquired in the third
quarter of 1998. The Fairlane Woods promissory note was sold in the fourth
quarter of 1999.
Gain on sale of communities increased $21,823,000 to $47,093,000 for the year
ended December 31, 1999 compared to $25,270,000 for the preceding year. The
increase is due to an increase in the number of communities sold during 1999 as
compared to 1998 as a result of the disposition strategy we implemented in the
third quarter of 1998.
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997
Net income available to common stockholders increased $50,143,000 (110.8%) to
$95,403,000 for the year ended December 31, 1998 compared to $45,260,000 for the
preceding year. Excluding gain on sale of communities and extraordinary items,
net income available to common stockholders increased by $24,612,000 (53.8%) for
the year ended December 31, 1998 compared to the preceding year. The increase in
net income, as adjusted, for the year ended December 31, 1998 is attributable
primarily to gains from increased community sales, additional operating income
from additional communities attributable to the merger, and additional
operating income from communities developed, redeveloped or acquired during
1998 and 1997 as well as growth in operating income from Established
Communities.
Rental income increased $200,503,000 (118.3%) to $369,945,000 for the year ended
December 31, 1998 compared to $169,442,000 for the preceding year. The increase
is attributable primarily to additional revenue from additional communities
attributable to the merger and secondarily to developed, redeveloped and
acquired communities in 1998 and 1997.
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<PAGE> 46
Overall Portfolio - The $200,503,000 increase in rental income is primarily
due to increases in the weighted average number of occupied apartment homes
as well as an increase in the weighted average monthly rental income per
occupied apartment home. The weighted average number of occupied apartment
homes increased from 13,949 apartment homes for the year ended December 31,
1997 to 28,333 apartment homes for the year ended December 31, 1998
primarily as a result of additional apartment homes from additional
communities attributable to the merger, as well as the development,
redevelopment and acquisition of new communities. For the year ended
December 31, 1998, the weighted average monthly revenue per occupied
apartment home increased $74 (7.3%) to $1,082 compared to $1,008 for the
preceding year.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1997 - Rental revenue increased $11,318,000 (6.2%)
for the year ended December 31, 1998 compared to the preceding year. The
increase is due to market conditions that allowed for higher average rents,
with relatively stable economic occupancy levels. For the year ended
December 31, 1998, weighted average monthly revenue per occupied apartment
home increased $61 (6.2%) to $1,048 compared to $987 for the preceding
year. Beginning in October 1998, the Northern California sub-markets that
are primarily dependent on Silicon Valley employment softened. These
sub-markets have experienced reduced rental rate growth and occupancy
declines as compared to other Northern California sub-markets and our other
markets as a whole.
Management fees increased $348,000 (33.8%) to $1,377,000 for the year ended
December 31, 1998 compared to $1,029,000 for the preceding year. Management fees
represent revenue from third-party contracts. The increase is primarily due to
certain third-party management contracts acquired in connection with the
purchase of a portfolio of assets in December 1997.
Operating expenses, excluding property taxes increased $57,067,000 (120.7%) to
$104,346,000 for the year ended December 31, 1998 compared to $47,279,000 for
the preceding year.
Overall Portfolio - The increase for the year ended December 31, 1998 is
primarily due to additional operating expenses from additional communities
attributable to the merger and secondarily due to the addition of newly
developed, redeveloped and acquired apartment homes. Maintenance, insurance
and other costs associated with Development and Redevelopment Communities
are expensed as communities move from the initial construction and lease-up
phase to the stabilized operating phase.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1997 - Operating expenses increased $1,711,000
(4.2%) to $42,395,000 for the year ended December 31, 1998 compared to
$40,684,000 for the preceding year. The net changes are the result of
higher payroll and maintenance costs, offset by lower utility,
administrative and insurance costs. Lower insurance costs are directly
attributable to better pricing and risk sharing provided by the merger.
Property taxes increased $17,346,000 (120.2%) to $31,775,000 for the year ended
December 31, 1998 compared to $14,429,000 for the preceding year.
Overall Portfolio - The increase for the year ended December 31, 1998 is
primarily due to additional expense from additional communities
attributable to the merger and secondarily to the addition of newly
developed, redeveloped or acquired apartment homes. Property taxes on
Development and Redevelopment Communities are expensed as communities move
from the initial construction and lease-up phase to the stabilized
operating phase.
Established Communities, on a pro forma basis, assuming the merger had
occurred on January 1, 1997 - Property taxes increased $535,000 (3.6%) to
$15,265,000 for the year ended December 31, 1998 compared to $14,730,000
for the preceding year. The increase is primarily the result of
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<PAGE> 47
increased assessments of property values and increased property tax rates
on the Mid-Atlantic, Northeast and Midwest communities as well as lower
than estimated property tax assessments for our Northern and Southern
California communities that resulted in a reduction in 1997 of previously
accrued expenses.
Interest expense increased $37,673,000 (221.9%) to $54,650,000 for the year
ended December 31, 1998 compared to $16,977,000 for the preceding year. The
increase is primarily attributable to $600 million of debt assumed in connection
with the merger and secondarily to the issuance of unsecured notes in 1998 and
1997.
Depreciation and amortization increased $48,261,000 (165.8%) to $77,374,000 for
the year ended December 31, 1998 compared to $29,113,000 for the preceding year.
The increase is primarily attributable to additional expense from additional
communities attributable to the merger and secondarily to developed, redeveloped
and acquired communities in 1998 and 1997.
General and administrative increased $4,031,000 (79.1%) to $9,124,000 for the
year ended December 31, 1998 compared to $5,093,000 for the preceding year. The
increase is primarily due to the combination of the two companies and related
increase in portfolio size.
Equity in income of unconsolidated joint ventures decreased $3,051,000 (53.6%)
to $2,638,000 for the year ended December 31, 1998 compared to $5,689,000 for
the preceding year. Equity in income of unconsolidated joint ventures represents
our share of income from joint ventures. The decrease is primarily due to
non-recurring income from the Avalon Grove joint venture in which we were
allocated 100% of the lease-up period income prior to the formation of the
partnership in December 1997.
Interest income increased $2,162,000 (160.6%) to $3,508,000 for the year ended
December 31, 1998 compared to $1,346,000 for the preceding year. The increase is
primarily due to an increase in interest from participating mortgage notes,
including the Fairlane Woods promissory note acquired in August 1998.
Gain on sale of communities increased $24,593,000 to $25,270,000 for the year
ended December 31, 1999 compared to $677,000 for the preceding year. The
increase in the gain on sale of communities is a result of the disposition
strategy we implemented in the third quarter of 1998.
Capitalization of Fixed Assets and Community Improvements
Our policy with respect to capital expenditures is generally to capitalize only
non-recurring expenditures. We capitalize improvements and upgrades only if the
item:
- exceeds $15,000;
- extends the useful life of the asset; and
- is not related to making an apartment home ready for the next
resident.
Under this policy, virtually all capitalized costs are non-recurring, as
recurring make-ready costs are expensed as incurred. Recurring make-ready costs
include the following:
- carpet and appliance replacements;
- floor coverings;
- interior painting; and
- other redecorating costs.
We capitalize purchases of personal property, such as computers and furniture,
only if the item is a new addition and the item exceeds $2,500. We generally
expense purchases of personal property made for
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<PAGE> 48
replacement purposes. The application of these policies for the year ended
December 31, 1999 resulted in non-revenue generating capitalized expenditures
for Stabilized Communities of approximately $207 per apartment home. For the
year ended December 31, 1999, we charged to maintenance expense, including
carpet and appliance replacements, a total of approximately $32,411,000 for
Stabilized Communities or $1,213 per apartment home. We anticipate that
capitalized costs per apartment home will gradually rise as the average age of
our communities increases.
Liquidity and Capital Resources
Liquidity. The primary source of liquidity is our cash flows from operations.
Operating cash flows have historically been determined by:
- the number of apartment homes;
- rental rates;
- occupancy levels; and
- our expenses with respect to these apartment homes.
The timing, source and amount of cash flows provided by financing activities and
used in investing activities are sensitive to the capital markets environment,
particularly to changes in interest rates that are charged to us as changes in
interest rates affect our decision as to whether to issue debt securities,
borrow money and invest in real estate. Thus, changes in the capital markets
environment will affect our plans for the undertaking of construction and
development as well as acquisition activity.
Cash and cash equivalents decreased from $8,890,000 at December 31, 1998 to
$7,621,000 at December 31, 1999 due to the excess of cash used in investing and
financing activities over cash provided by operating activities.
Net cash provided by operating activities increased by $56,588,000 from
$193,478,000 for the year ended December 31, 1998 to $250,066,000 for the
year ended December 31, 1999. The increase is primarily from additional
operating cash flow from additional communities attributable to the merger,
which were part of our portfolio for all of 1999 and the development,
redevelopment and acquisition of new communities, offset by the loss of
cash flow from communities sold in 1998 and 1999.
Net cash used in investing activities decreased by $353,066,000 from
$617,685,000 for the year ended December 31, 1998 to $264,619,000 for the
year ended December 31, 1999. This decrease in expenditures reflects
increased sales of communities and decreased acquisitions, offset by
increased construction and reconstruction activity. The decrease in
acquisitions is attributable to a shift in our investment focus away from
acquisitions and towards development opportunities that offer higher
projected yields, primarily in response to the lack of available properties
that meet our increased yield requirements combined with a decrease in the
availability of cost-effective capital.
Net cash provided by financing activities decreased by $413,091,000 from
$426,375,000 for the year ended December 31, 1998 to $13,284,000 for the
year ended December 31, 1999. The decrease is primarily due to our
development activities increasingly being funded through the sale of
existing communities as opposed to incurring debt or selling equity, which
reflects a reduction in our use of debt financing as opposed to other
sources of financing in response to market conditions. Also, dividends paid
increased as a result of additional common and preferred shares issued in
connection with the merger.
Cash and cash equivalents increased from $6,722,000 at December 31, 1997 to
$8,890,000 at December 31, 1998 due to the excess of cash provided by financing
and operating activities over cash flow used in investing activities.
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<PAGE> 49
Net cash provided by operating activities increased by $99,829,000 from
$93,649,000 for the year ended December 31, 1997 to $193,478,000 for the
year ended December 31, 1998 primarily due to an increase in operating
income from additional communities attributable to the merger as well as
increased operating income from existing communities.
Net cash used in investing activities increased $196,265,000 from
$421,420,000 for the year ended December 31, 1997 to $617,685,000 for the
year ended December 31, 1998. This increase primarily reflects
increased construction and reconstruction activity, offset by community
sales.
Net cash provided by financing activities increased by $106,123,000 from
$320,252,000 for the year ended December 31, 1997 to $426,375,000 for the
year ended December 31, 1998 primarily due to an increase in our use of
debt financing as opposed to other sources of financing to fund
acquisitions and construction and reconstruction activity. The increase is
also offset by an increase in dividends paid as a result of additional
common and preferred shares issued in connection with the merger.
We regularly review our short and long-term liquidity needs and the adequacy of
Funds from Operations, as defined below, and other expected liquidity sources to
meet these needs. We believe our principal short-term liquidity needs are to
fund:
- normal recurring operating expenses;
- debt service payments;
- the distributions required with respect to our series of preferred
stock;
- the minimum dividend payments required to maintain our REIT
qualification under the Internal Revenue Code of 1986; and
- development and redevelopment activity in which we are currently
engaged.
We anticipate that we can fully satisfy these needs from a combination of cash
flows provided by operating activities and capacity under the unsecured
facility. We anticipate that we can satisfy any short-term liquidity needs not
satisfied by current operating cash flows from our unsecured revolving credit
facility.
We believe our principal long-term liquidity needs are the repayment of medium
and long-term debt, as well as the procurement of long-term debt to refinance
construction and other development related short-term debt. We anticipate that
no significant portion of the principal of any indebtedness will be repaid prior
to maturity. If we do not have funds on hand sufficient to repay our
indebtedness, it will be necessary for us to refinance this debt. This
refinancing may be accomplished through additional debt financing, which may be
collateralized by mortgages on individual communities or groups of communities,
by uncollateralized private or public debt offerings or by additional equity
offerings. We also anticipate having significant retained cash flow in each year
so that when a debt obligation matures, some or all of each maturity can be
satisfied from this retained cash. Although we believe we will have the capacity
to meet our long-term liquidity needs, we cannot assure you that additional debt
financing or debt or equity offerings will be available or, if available, that
they will be on terms we consider satisfactory.
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Capital Resources. We intend to match the long-term nature of our real estate
assets with long-term cost effective capital to the extent permitted by
prevailing market conditions. We have raised approximately $950 million, on a
pro forma basis to reflect the merger, in capital markets offerings since
January 1998. The following table summarizes capital market activity for both
Avalon and the Company since January 1, 1998:
<TABLE>
<CAPTION>
Date Company Description of Offerings
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
January 1998 Avalon $100 million unsecured notes offering
January 1998 Avalon $26.9 million direct placement of common stock to
an institutional investor
January 1998 Bay $150 million unsecured notes offering
April 1998 Bay $46.5 million public offering of Common Stock
July 1998 AvalonBay $250 million unsecured notes offering
October 1998 AvalonBay $100 million public offering of Series H Cumulative
Redeemable Preferred Stock
January 1999 AvalonBay $125 million medium term notes offering
July 1999 AvalonBay $150 million medium term notes offering
</TABLE>
We follow a focused strategy to help facilitate uninterrupted access to capital.
This strategy includes:
1. Hiring, training and retaining associates with a strong resident service
focus, which should lead to higher rents, lower turnover and reduced
operating costs;
2. Managing, acquiring and developing upscale communities in dense locations
where the availability of zoned and entitled land is limited to provide
consistent, sustained earnings growth;
3. Operating in markets with growing demand, as measured by household
formation and job growth, and high barriers-to-entry. We believe these
characteristics generally combine to provide a favorable demand-supply
balance, which we believe will create a favorable environment for future
rental rate growth while protecting existing and new communities from new
supply. We expect this strategy to result in a high level of quality to the
revenue stream;
4. Maintaining a conservative capital structure largely comprised of equity
and with modest, cost-effective leverage. We generally avoid secured debt
except in order to obtain low cost, tax-exempt debt. We believe that such a
structure should promote an environment whereby current ratings levels can
be maintained;
5. Following accounting practices that provide a high level of quality to
reported earnings; and
6. Providing timely, accurate and detailed disclosures to the investment
community.
We believe these strategies provide a disciplined approach to capital access to
help position AvalonBay to fund portfolio growth.
Capital markets conditions have decreased our access to cost effective capital.
See "Future Financing and Capital Needs" for a discussion of our response to the
current capital markets environment.
The following is a discussion of specific capital transactions, arrangements and
agreements.
Unsecured Facility
Our unsecured revolving credit facility is furnished by a consortium of banks
and provides $600,000,000 in short-term credit. We pay these banks an annual
facility fee of $900,000 in equal quarterly installments. The unsecured facility
bears interest at varying levels tied to the London Interbank Offered Rate
(LIBOR)
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based on ratings levels achieved on our unsecured notes and on a maturity
selected by us. The current stated pricing is LIBOR plus 0.6% per annum. The
unsecured facility matures in July 2001, however we have two one-year extension
options. Therefore, subject to certain conditions, we may extend the maturity to
July 2003. A competitive bid option is available for borrowings of up to
$400,000,000. This option allows banks that are part of the lender consortium to
bid to provide us loans at a rate that is lower than the stated pricing provided
by the unsecured facility. The competitive bid option may result in lower
pricing if market conditions allow. Pricing under the competitive bid option
resulted in average pricing of LIBOR plus .50% for balances most recently
placed under the competitive bid option. At March 1, 2000, $203,500,000 was
outstanding, $75,481,000 was used to provide letters of credit and $321,019,000
was available for borrowing under the unsecured facility. We intend to use
borrowings under the unsecured facility for:
- capital expenditures;
- construction, development and redevelopment costs;
- acquisitions of developed or undeveloped communities;
- credit enhancement for tax-exempt bonds; and
- working capital purposes.
Interest Rate Protection Agreements
We are not a party to any long-term interest rate agreements, other than
interest rate protection and swap agreements on approximately $190 million of
our variable rate tax-exempt indebtedness. We intend, however, to evaluate the
need for long-term interest rate protection agreements as interest rate market
conditions dictate, and we have engaged a consultant to assist in managing our
interest rate risks and exposure.
Financing Commitments/Transactions Completed
In January 1999, we issued $125,000,000 of medium-term unsecured notes bearing
interest at 6.58% and maturing in February 2004. Semi-annual interest payments
are payable on February 15 and August 15. The net proceeds of approximately
$124,000,000 were used to repay amounts outstanding under our unsecured
facility.
In July 1999, we issued $150,000,000 of unsecured notes bearing interest at
7.50% and maturing in August 2009. Semi-annual interest payments are payable on
February 1 and August 1. The net proceeds of approximately $148,400,000 were
used to repay amounts outstanding under our unsecured facility.
In October 1999, we completed a refinancing of approximately $18,755,000 of
variable rate tax-exempt bonds. The bonds have a maturity date of May 1, 2026,
are fully amortizing and are credit enhanced by the Federal National Mortgage
Association (Fannie Mae).
During January 2000, the Company entered into a joint venture agreement with an
entity controlled by Multi-Employer Development Partners (MEDP) to develop
Avalon on the Sound, a 412 apartment high rise community in New Rochelle, New
York, with total capitalized costs estimated to be $93,300,000. The terms of the
limited liability company operating agreement contemplate a long-term capital
structure comprised of 60% equity and 40% debt. Equity contributions will be
funded 25% by AvalonBay and 75% by MEDP. Construction financing that converts to
long-term financing following completion of construction will provide the debt
capital. Operating cash flow will be distributed 25% to AvalonBay and 75% to
MEDP until each receives a 9% return on invested capital. Thereafter, operating
cash flow will be distributed equally to AvalonBay and MEDP. Upon a sale to a
third party, cash is distributed first to each partner until capital
contributions are recovered. Thereafter, sales proceeds are distributed based
upon achievement of certain internal rate of return levels. Distributions that
result in an internal rate of return to MEDP and the Company of 12-15% are made
40% to AvalonBay and 60% to MEDP. Thereafter, sales proceeds are distributed
equally to AvalonBay and MEDP. After three years following completion of
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<PAGE> 52
construction, buy-sell provisions are in effect. AvalonBay will receive
construction, development and management fees for services rendered to the joint
venture.
Registration Statements Filed in Connection with Financings
On August 18, 1998, we filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission relating to the sale of up to $750,000,000 of
securities. The registration statement provides for the issuance of common
stock, preferred stock and debt securities.
Future Financing and Capital Needs
As of December 31, 1999, we had 21 new communities under construction either by
us or by unaffiliated third parties with whom we have entered into forward
purchase commitments. As of December 31, 1999, a total estimated cost of
$295,071,000 remained to be invested in these communities. In addition, we had
four other communities under reconstruction, for which an estimated $71,209,000
remained to be invested as of December 31, 1999.
Substantially all of the capital expenditures necessary to complete the
communities currently under construction and reconstruction will be funded from:
- the remaining capacity under our $600,000,000 unsecured credit
facility;
- the net proceeds from sales of existing communities;
- retained operating cash; and/or the issuance of debt or equity
securities.
We expect to continue to fund deferred development costs related to future
developments from retained operating cash and borrowings under the unsecured
facility. We believe these sources of capital will be adequate to take the
proposed communities to the point in the development cycle where construction
can begin.
We have observed and been impacted by a reduction in the availability of cost
effective capital beginning in the third quarter of 1998. We cannot assure you
that cost effective capital will be available to meet future expenditures
required to begin planned reconstruction activity or the construction of the
Development Rights. Before planned reconstruction activity or the construction
of a Development Right begins, we intend to arrange adequate capital sources to
complete these undertakings, although we cannot assure you that we will be able
to obtain such financing. In the event that financing cannot be obtained, we may
have to abandon Development Rights, write-off associated pursuit costs and
forego reconstruction activity; in such event, we will not realize the increased
revenues and earnings that we expected from such pursuits, and the related
write-off of costs will increase current period expenses and reduce FFO.
To meet the balance of our liquidity needs, we will need to arrange additional
capacity under our existing unsecured facility, sell additional existing
communities and/or issue additional debt or equity securities. While we believe
we have the financial position to expand our short term credit capacity and
support our capital markets activity, we cannot assure you that we will be
successful in completing these arrangements, offerings or sales. The failure to
complete these transactions on a cost-effective basis could have a material
adverse impact on our operating results and financial condition, including the
abandonment of deferred development costs and a resultant charge to earnings.
During 1998, the Company determined that it would pursue a disposition strategy
for certain assets in markets that did not meet its long-term strategic
direction. Under this program, we solicit competing bids from unrelated parties
for these individual assets, and consider the sales price and tax ramifications
of each proposal. In connection with this disposition program, we disposed of
seven communities in 1998 for aggregate net proceeds of approximately
$73,900,000. We have disposed of an additional 17 communities and a
participating mortgage note since January 1, 1999. The net proceeds from the
sale of these assets
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were approximately $310,243,000. We intend to actively seek buyers for the
remaining communities held for sale. However, we cannot assure you that these
assets can be sold on terms that we consider satisfactory.
The remaining assets that we have identified for disposition include land,
buildings and improvements and furniture, fixtures and equipment. Total real
estate, net of accumulated depreciation, of all communities identified for sale
at December 31, 1999 totaled $164,758,000. Certain individual assets are secured
by mortgage indebtedness which may be assumed by the purchaser or repaid from
our net sales proceeds. Our Consolidated Statements of Operations include net
income from the communities held for sale of $11,361,000 for the year ended
December 31, 1999. Our Consolidated Statements of Operations include net income
from the communities held for sale for the year ended December 31, 1998 of
$10,262,000, or $10,724,000 on a pro forma basis assuming the merger had
occurred on January 1, 1998.
Because the proceeds from the sale of communities are used initially to reduce
borrowings under our unsecured facility, the immediate effect of a sale of a
community is to reduce Funds from Operations. This is because the yield on a
community that is sold exceeds the interest rate on the borrowings that are
repaid from such net proceeds. Therefore, changes in the number and timing of
dispositions, and the redeployment of the resulting net proceeds, may have a
material and adverse effect on our Funds from Operations.
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Debt Maturities
The following table details debt maturities for the next five years, excluding
the unsecured facility:
<TABLE>
<CAPTION>
(Dollars in thousands)
ALL-IN PRINCIPAL BALANCE OUTSTANDING
INTEREST MATURITY ----------------------- ---------- ---------- ---------- ------------
COMMUNITY RATE (1) DATE 12-31-98 12-31-99 2000 2001 2002 2003
- ---------------------------------- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT BONDS
FIXED RATE
Canyon Creek 6.48% Jun-25 $ 38,052 $ 37,535 $ 554 $ 594 $ 637 $ 684
Waterford 5.88% Aug-14 33,100 33,100 -- -- -- --
City Heights 5.80% Jun-25 20,496 20,263 250 268 288 308
CountryBrook 7.87% Mar-12 19,568 19,264 330 357 386 417
Villa Mariposa 5.88% Mar-17 18,300 18,300 -- -- -- --
Sea Ridge 6.48% Jun-25 17,261 17,026 251 270 289 310
Foxchase I 5.88% Nov-07 16,800 16,800 -- -- -- --
Barrington Hills 6.48% Jun-25 13,020 12,843 190 203 218 234
Rivershore 6.48% Nov-22 10,162 -- -- -- -- --
Foxchase II 5.88% Nov-07 9,600 9,600 -- -- -- --
Fairway Glen 5.88% Nov-07 9,580 9,580 -- -- -- --
Crossbrook 6.48% Jun-25 8,382 8,273 117 126 136 146
Larkspur Canyon 5.50% Jun-25 7,530 7,445 91 98 105 112
Avalon View 7.55% Aug-24 19,085 18,795 330 350 373 397
Avalon at Lexington 6.56% Feb-25 14,843 14,602 255 271 288 307
Avalon Knoll 6.95% Jun-26 13,755 13,580 187 200 214 230
Avalon at Dulles 7.04% Jul-24 12,360 12,360 -- -- -- --
Avalon Fields 7.57% May-27 11,881 11,756 147 157 169 180
Avalon at Hampton II 7.04% Jul-24 11,550 -- -- -- -- --
Avalon at Symphony Glen 7.06% Jul-24 9,780 9,780 -- -- -- --
Avalon West 7.73% Dec-36 8,681 8,632 53 57 61 65
Avalon Landing 6.85% Jun-26 6,809 6,721 95 101 108 116
------------ ------------ --------- ---------- ----------- -----------
330,595 306,255 2,850 3,052 3,272 3,506
VARIABLE RATE
Avalon Devonshire Dec-25 27,305 27,305 -- -- -- --
Avalon at Fairway Hills I Jun-26 11,500 11,500 -- -- -- --
Laguna Brisas Mar-09 10,400 10,400 -- -- -- --
Avalon at Hampton I Jun-26 8,060 -- -- -- -- --
Avalon Ridge May-26 -- 18,755 -- -- -- --
------------ ------------ --------- ---------- ----------- -----------
57,265 67,960 -- -- -- --
CONVENTIONAL LOANS:
FIXED RATE
$100 Million Unsecured Notes 7.375% Sep-02 100,000 100,000 -- -- 100,000 --
$100 Million Unsecured Notes 6.625% Jan-05 100,000 100,000 -- -- -- --
$110 Million Unsecured Notes 6.875% Dec-07 110,000 110,000 -- -- -- --
$50 Million Unsecured Notes 6.25% Jan-03 50,000 50,000 -- -- -- 50,000
$50 Million Unsecured Notes 6.50% Jan-05 50,000 50,000 -- -- -- --
$50 Million Unsecured Notes 6.625% Jan-08 50,000 50,000 -- -- -- --
$100 Million Unsecured Notes 6.50% Jul-03 100,000 100,000 -- -- -- 100,000
$150 Million Unsecured Notes 6.80% Jul-06 150,000 150,000 -- -- -- --
$125 Million Medium Term Notes 6.58% Feb-04 -- 125,000 -- -- -- --
$150 Million Medium Term Notes 7.50% Jul-09 -- 150,000 -- -- -- --
Governor's Square 7.65% Aug-04 14,064 13,923 153 165 178 193
The Arbors 7.25% May-04 12,870 12,870 -- -- -- --
Gallery Place 7.31% May-01 11,486 11,272 230 11,042 -- --
Cedar Ridge 6.50% Jul-99 1,000 -- -- -- -- --
Avalon Walk II 8.93% Nov-04 12,762 12,541 241 264 288 315
Avalon Pines 8.00% Dec-03 5,329 5,226 121 131 142 4,832
------------ ------------ --------- ---------- ----------- -----------
767,511 1,040,832 745 11,602 100,608 155,340
VARIABLE RATE-NONE -- -- -- -- -- --
------------ ------------ --------- ---------- ----------- -----------
TOTAL INDEBTEDNESS - EXCLUDING CREDIT FACILITY $1,155,371 $1,415,047 $ 3,595 $ 14,654 $ 103,880 $ 158,846
============ ============ ========= ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
----------- -----------
COMMUNITY 2004 THEREAFTER
- ---------------------------------- ----------- -----------
<S> <C> <C>
TAX-EXEMPT BONDS
FIXED RATE
Canyon Creek $ 733 $ 34,333
Waterford -- 33,100
City Heights 331 18,818
CountryBrook 451 17,323
Villa Mariposa -- 18,300
Sea Ridge 332 15,574
Foxchase I -- 16,800
Barrington Hills 251 11,747
Rivershore -- --
Foxchase II -- 9,600
Fairway Glen -- 9,580
Crossbrook 157 7,591
Larkspur Canyon 121 6,918
Avalon View 425 16,920
Avalon at Lexington 326 13,155
Avalon Knoll 246 12,503
Avalon at Dulles -- 12,360
Avalon Fields 193 10,910
Avalon at Hampton II -- --
Avalon at Symphony Glen -- 9,780
Avalon West 70 8,326
Avalon Landing 124 6,177
----------- -----------
3,760 289,815
VARIABLE RATE
Avalon Devonshire -- 27,305
Avalon at Fairway Hills I -- 11,500
Laguna Brisas -- 10,400
Avalon at Hampton I -- --
Avalon Ridge -- 18,755
----------- -----------
-- 67,960
CONVENTIONAL LOANS:
FIXED RATE
$100 Million Unsecured Notes -- --
$100 Million Unsecured Notes -- 100,000
$110 Million Unsecured Notes -- 110,000
$50 Million Unsecured Notes -- --
$50 Million Unsecured Notes -- 50,000
$50 Million Unsecured Notes -- 50,000
$100 Million Unsecured Notes -- --
$150 Million Unsecured Notes -- 150,000
$125 Million Medium Term Notes 125,000 --
$150 Million Medium Term Notes -- 150,000
Governor's Square 13,234 --
The Arbors 12,870 --
Gallery Place -- --
Cedar Ridge -- --
Avalon Walk II 11,433 --
Avalon Pines -- --
----------- -----------
162,537 610,000
VARIABLE RATE-NONE -- --
----------- -----------
TOTAL INDEBTEDNESS - EXCLUDING CREDIT FACILITY $ 166,297 $ 967,775
=========== ===========
</TABLE>
(1) Includes credit enhancement fees, facility fees, trustees, etc.
Inflation
Substantially all of the leases at the Current Communities are for a term of one
year or less. This may enable 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 without
penalty. We believe that short-term leases combined with relatively consistent
demand allow rents, and therefore cash flow, from our portfolio of apartments to
provide an attractive inflation hedge.
Year 2000 Compliance
The Year 2000 compliance issue arose out of concerns that computer systems would
be unable to accurately calculate, store or use a date after December 31, 1999.
It was widely believed that this inability could result in a system failure
causing disruptions of operations or creating erroneous results. The Year
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<PAGE> 55
2000 issue affected virtually all companies and organizations, and could have
potentially affected both information technology and non-information technology
systems.
In the normal course of business, we completed the replacement and upgrade of
our existing hardware and software information systems, resulting in Year 2000
compliance. The vendor that provided our previous accounting software has a
compliant version of its product, but growth in our operations required a
general ledger system with scope and functionality that is not present in either
the system we previously used or the Year 2000 compliant version of that system.
Accordingly, we replaced that general ledger system with an enhanced system that
provides increased functionality. The implementation of the new general ledger
system was completed July 1, 1999, and there have been no apparent effects from
the Year 2000 issue. We have not treated the cost of this new system as a Year
2000 expense because the implementation date was not accelerated due to Year
2000 compliance concerns. The cost of the new general ledger system, after
considering anticipated efficiencies provided by the new system, has not had a
material effect, either beneficial or adverse, on our financial condition or
results of operations.
We also took action to ensure the compliance of our non-information embedded
systems, such as security, heating and cooling, and fire and elevator systems,
at each community. We are not aware of any non-information embedded systems at
our communities that have functioned improperly as a result of the Year 2000
issue.
The total costs incurred to become Year 2000 compliant for all potentially
affected systems was approximately $706,000, which was less than our budgeted
cost of completion.
We did not delay any information technology or non-information technology
projects due to our Year 2000 compliance efforts.
Funds from Operations
For the year ended December 31, 1999, FFO increased to $212,840,000 from
$148,487,000 for the year ended December 31, 1998. FFO for the year ended
December 31, 1998 reflects the operating results for Avalon through June 4, 1998
and for the combined company after that date.
We generally consider Funds from Operations, or FFO, to be an appropriate
measure of our operating performance because it helps investors understand our
ability to incur and service debt and to make capital expenditures. We believe
that to understand our operating results, FFO should be examined with net income
as presented in the consolidated financial statements included elsewhere in this
report. FFO is determined based on a definition adopted by the Board of
Governors of the National Association of Real Estate Investment Trusts(R), and
is defined as:
- net income or loss computed in accordance with GAAP, except that
excluded from net income or loss are gains or losses from debt
restructuring, other non-recurring items and sales of property;
- plus depreciation of real estate assets; and
- after adjustments for unconsolidated partnerships and joint ventures.
FFO does not represent cash generated from operating activities in accordance
with GAAP. Therefore it should not be considered an alternative to net income as
an indication of our performance. FFO should also 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. Further, FFO as calculated by other REITs may not
be comparable to our calculation of FFO.
For the year ended December 31, 1999, FFO increased to $212,840,000 from
$148,487,000 for the preceding year. This increase is primarily from additional
communities attributable to the merger and secondarily due to the completion of
new development and redevelopment communities. Growth in earnings from
Established Communities also contributed to the increase.
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<PAGE> 56
FFO for the three months and twelve months ended December 31, 1999 and 1998
respectively are summarized as follows, with cash flows from operating,
investing and financing activities provided for comparison purposes (dollars in
thousands):
<TABLE>
<CAPTION>
Years ended
-------------------------------------
12-31-99 12-31-98
-------------------- --------------
<S> <C> <C>
Net income available to common stockholders $ 132,497 $ 95,403
Depreciation (real estate assets) 107,928 75,614
Joint venture adjustments 751 725
Minority interest expense 1,975 1,770
Gain on sale of communities (47,093) (25,270)
Non-recurring adjustments to net income:
Non-recurring charges (1) 16,782 --
Extraordinary items -- 245
------------ ------------
Funds from Operations available to common
stockholders $ 212,840 $ 148,487
============ ============
Net cash provided by operating activities $ 250,066 $ 193,478
============ ============
Net cash used in investing activities $ (264,619) $ (617,685)
============ ============
Net cash provided by financing activities $ 13,284 $ 426,375
============ ============
Common shares outstanding 65,758,009 63,887,126
Outstanding units 973,870 894,144
------------ ------------
Total outstanding shares and units 66,731,879 64,781,270
============ ============
Average shares outstanding - basic 65,657,921 51,113,206
Effect of dilutive securities 452,743 658,041
------------ ------------
Average shares outstanding - diluted 66,110,664 51,771,247
============ ============
</TABLE>
(1) Year to date total consists of $16,076 related to management and other
organizational changes and $706 for Y2K compliance costs.
Management Information Systems
We believe that an innovative management information systems infrastructure will
be an important element in managing our future growth. This is because timely
and accurate collection of financial and resident profile data will enable us to
maximize revenue through careful leasing decisions and financial management. We
currently employ a proprietary company-wide intranet using a digital network
with high-speed digital lines. This network connects all of our communities and
offices to central servers in Alexandria, Virginia, providing access to our
associates and to AvalonBay's corporate information throughout the country from
all locations.
We are currently engaged in the development of an innovative on-site property
management system and a leasing automation system to enable management to
capture, review and analyze data to a greater extent than is possible using
existing commercial software. We have entered into a formal joint venture
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<PAGE> 57
agreement, in the form of a limited liability company agreement, with United
Dominion Realty Trust, Inc., another public multifamily real estate company, to
continue development of these systems and system software, which are
collectively referred to in this discussion as the "system." The system
development process is currently managed by our employees, who have significant
related project management experience, and the employees of the joint venturer.
The actual programming and documentation of the system is being conducted by our
employees, the employees of our joint venturer and third party consultants under
the supervision of these experienced project managers. We currently expect that
the total development costs over a three-year period will be approximately $7.5
million including hardware costs and expenses, the costs of employees and
related overhead, and the costs of engaging third party consultants. These
development costs will be shared on an equal basis by us and our joint venturer.
Once developed, we intend to use the property management system in place of
current property management information software for which we pay a license fee
to third parties, and we intend to use the leasing automation system to make the
lease application process easier for residents and more efficient for us to
manage. We currently project that the property management system will undergo an
on-site test (i.e., a "beta test") during the third quarter of 2000 and that the
system will be functional and implemented during 2001. The leasing automation
system is currently in beta testing at two communities.
We believe that when implemented the system will result in cost savings due to
increased data reliability and efficiencies in management time and overhead, and
that these savings will largely offset the expense associated with amortizing
the system development costs and maintaining the software. We also believe that
it is possible that other real estate companies may desire to use the system
concept and system software that we are developing and that therefore there may
be an opportunity to recover, in the future, a portion of our investment by
licensing the system to others. However, at the present time these potential
cost savings and ancillary revenue are speculative, and we cannot assure that
the system will provide sufficient benefits to offset the cost of development
and maintenance.
We have never before engaged in the development of systems or system software on
this scale and have never licensed a system concept or system software to
others. There are a variety of risks associated with the development of the
system, both for internal use and for potential sale or licensing to third
parties. Among the principal risks associated with this undertaking are the
following:
- we may not be able to maintain the schedule or budget that we have
projected for the development and implementation of the system;
- we may be unable to implement the system with the functionality and
efficiencies we desire on commercially reasonable terms;
- we may decide not to endeavor to license the system to other
enterprises, the system may not be attractive to other enterprises,
and we may not be able to effectively manage the licensing of the
system to other enterprises; and
- the system may not provide AvalonBay with meaningful cost savings or a
meaningful source of ancillary revenues.
The occurrence of any of the events described above could prevent us from
achieving increased efficiencies, realizing revenue growth produced by ancillary
revenues or recovering our initial investment.
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<PAGE> 58
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain financial market risks, the most predominant being
fluctuations in interest rates. Interest rate fluctuations are monitored by us
as an integral part of our overall risk management program, which recognizes the
unpredictability of financial markets and seeks to reduce the potentially
adverse effect on our results of operations. The effect of interest rate
fluctuations historically has been small relative to other factors affecting
operating results, such as rental rates and occupancy. The specific market risks
and the potential impact on our operating results are described below.
Our operating results are affected by changes in interest rates as a result of
borrowing under our variable rate unsecured credit facility as well as issuing
bonds with variable interest rates. If interest rates under the variable rate
unsecured credit facility and other variable rate indebtedness had been one
percent higher throughout 1999, our annual interest costs would have increased
by approximately $3,300,000, based on balances outstanding during the year
ending December 31, 1999. Changes in interest rates also impact the fair value
of our fixed rate debt. If the market interest rate applicable to fixed rate
indebtedness with maturities similar to our fixed rate indebtedness had been one
percent higher, the fair value of our fixed rate indebtedness on December 31,
1999 would have decreased by approximately $67,000,000, based on balances
outstanding at December 31, 1999.
We currently use interest rate swap agreements to reduce the impact of interest
rate fluctuations on certain variable rate indebtedness. Under swap agreements,
(A) we agree to pay to a counterparty the interest that would have been incurred
on a fixed principal amount at a fixed interest rate (generally, the interest
rate on a particular treasury bond on the date the agreement is entered into,
plus a fixed increment), and (B) the counterparty agrees to pay to us the
interest that would have been incurred on the same principal amount at an
assumed floating interest rate tied to a particular market index. As of December
31, 1999, the effect of swap agreements is to fix the interest rate on
approximately $190 million of our variable rate tax-exempt debt. The swap
agreements were not electively entered into by us but, rather, were a
requirement of either the bond issuer or the credit enhancement provider related
to certain of our tax-exempt bond financings. In addition, because the
counterparties providing the swap agreements are major financial institutions
with AAA credit ratings by the Standard & Poor's Ratings Group and the interest
rates fixed by the swap agreements are significantly higher than current market
rates for such agreements, we do not believe there is exposure at this time to a
default by a counterparty provider.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item 8 is included as a separate section of this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On November 11, 1998, PricewaterhouseCoopers LLP was dismissed and Arthur
Andersen LLP was engaged as the principal independent public accountant for the
Company. The decision to change accountants was unanimously approved by the
Company's Board of Directors.
The report of PricewaterhouseCoopers LLP on the financial statements of the
Company for the year ended December 31, 1997 did not contain any adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles. During the Company's fiscal year ended
December 31, 1997, and the subsequent interim period through November 11, 1998,
there were no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused them to make reference thereto in
their report on the financial statements for such year.
During the Company's fiscal year ended December 31, 1997, and the
subsequent interim period through November 11, 1998, Arthur Andersen LLP was not
engaged as an independent accountant to audit either the Company's financial
statements or the financial statements of any of its subsidiaries, nor was it
consulted regarding the application of the Company's accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information pertaining to directors and executive officers of the
registrant is incorporated herein by reference to the registrant's Proxy
Statement to be filed with the Securities and Exchange Commission within 120
days after the end of the year covered by this Form 10-K with respect to the
Annual Meeting of Stockholders to be held on May 10, 2000.
ITEM 11. EXECUTIVE COMPENSATION
Information pertaining to executive compensation is incorporated herein by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission within 120 days after the end of the year covered by
this Form 10-K with respect to the Annual Meeting of Stockholders to be held on
May 10, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information pertaining to security ownership of management and certain
beneficial owners of the registrant's Common Stock is incorporated herein by
reference to the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission within 120 days after the end of the year covered by
this Form 10-K with respect to the Annual Meeting of Stockholders to be held on
May 10, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information pertaining to certain relationships and related transactions is
incorporated herein by reference to the registrant's Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after the end of the
year covered by this Form 10-K with respect to the Annual Meeting of
Stockholders to be held on May 10, 2000.
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<PAGE> 60
PART IV
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
14(a)(1) FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
<S> <C>
Consolidated Financial Statements and Financial Statement Schedule:
Report of Independent Accountants F-1
Consolidated Balance Sheets as of December 31, 1999 and 1998 F-3
Consolidated Statements of Operations for
the years ended December 31, 1999, 1998 and 1997 F-4
Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1999, 1998 and 1997 F-5
Consolidated Statements of Cash Flows for
the years ended December 31, 1999, 1998 and 1997 F-6
Notes to Consolidated Financial Statements F-8
14(a)(2) FINANCIAL STATEMENT SCHEDULE
Schedule III - Real Estate and Accumulated Depreciation F-30
14(a)(3) EXHIBITS
The exhibits listed on the accompanying Index to Exhibits are filed as a part of
this report.
14(b) REPORTS ON FORM 8-K
</TABLE>
No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1999.
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<PAGE> 61
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
3(i).1 -- Articles of Amendment and Restatement of Articles of
Incorporation of AvalonBay Communities, Inc. (the "Company"),
dated as of June 4, 1998. (Incorporated by reference to
Exhibit 3(i).1 to Form 10-Q of the Company filed August 14,
1998.)
3(i).2 -- Articles of Amendment, dated as of October 2, 1998.
(Incorporated by reference to Exhibit 3.1(ii) to Form 8-K of
the Company filed on October 6, 1998.)
3(i).3 -- Articles Supplementary, dated as of October 13, 1998,
relating to the 8.70% Series H Cumulative Redeemable Preferred
Stock. (Incorporated by reference to Exhibit 1 to Form 8-A of
the Company filed October 14, 1998.)
3(ii).1 -- Bylaws of the Company, as amended and restated, dated as of
July 24, 1998. (Incorporated by reference to Exhibit 3(ii).1
to Form 10-Q of the Company filed August 14, 1998.)
3(ii).2 -- Amendment to Bylaws of the Company, dated February 10,
1999. (Incorporated by reference to Exhibit 3(ii).2 to Form
10-K of the Company filed March 31, 1999.)
3(ii).3 -- Amendment to Bylaws of the Company, dated May 5, 1999.
(Incorporated by reference to Exhibit 3(ii).3 to Form 10-Q of
the Company filed on August 16, 1999.)
4.1 -- Indenture of Avalon Properties, Inc. (hereinafter referred to
as "Avalon Properties") dated as of September 18, 1995.
(Incorporated by reference to Form 8-K of Avalon Properties
dated September 18, 1995.)
4.2 -- First Supplemental Indenture of Avalon Properties dated as of
September 18, 1995. (Incorporated by reference to Avalon
Properties' Current Report on Form 8-K dated September 18,
1995.)
4.3 -- Second Supplemental Indenture of Avalon Properties dated as
of December 16, 1997. (Incorporated by reference to Avalon
Properties' Current Report on Form 8-K filed January 26,
1998.)
4.4 -- Third Supplemental Indenture of Avalon Properties dated as of
January 22, 1998. (Incorporated by reference to Avalon
Properties' Current Report on Form 8-K filed on January 26,
1998.)
4.5 -- Indenture, 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 Form 8-K of the
Company filed on January 21, 1998.)
4.6 -- First Supplemental Indenture, dated as of January 20, 1998,
between the Company and the Trustee. (Incorporated by
reference to Exhibit 4.2 to Form 8-K of the Company filed on
January 21, 1998.)
4.7 -- Second Supplemental Indenture, dated as of July 7, 1998,
between the Company and the Trustee. (Incorporated by
reference to Exhibit 4.2 to Form 8-K of the Company filed on
July 9, 1998.)
4.8 -- Third Supplemental Indenture, dated as of December 21, 1998
between the Company and the Trustee, including forms of
Floating Rate Note and Fixed Rate Note (Incorporated by
reference to Exhibit 4.4 to Form 8-K filed on December 21,
1998.)
</TABLE>
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<TABLE>
<S> <C>
4.9 -- The Company's 7.375% Senior Note due 2002. (Incorporated by
reference to Avalon's Current Report on Form 8-K filed on
September 18, 1995.)
4.10 -- The Company's 6.250% Senior Note due 2003. (Incorporated by
reference to Exhibit 4.3 to Form 8-K of the Company filed
January 21, 1998.)
4.11 -- The Company's 6.500% Senior Note due 2005. (Incorporated by
reference to Exhibit 4.4 to Form 8-K of the Company filed
January 21, 1998.)
4.12 -- The Company's 6.625% Senior Note due 2008. (Incorporated by
reference to Exhibit 4.5 to Form 8-K of the Company filed
January 21, 1998.)
4.13 -- The Company's 6.50% Senior Note due 2003. (Incorporated by
reference to Exhibit 4.3 to Form 8-K of the Company filed
July 9, 1998.)
4.14 -- The Company's 6.625% Senior Note due 2005. (Incorporated by
reference to Avalon Properties' Current Report on Form 8-K
dated September 18, 1995.)
4.15 -- The Company's 6.80% Senior Note due 2006. (Incorporated by
reference to Exhibit 4.4 to Form 8-K of the Company filed
July 9, 1998.)
4.16 -- The Company's 6.875% Senior Note due 2007. (Incorporated by
reference to Exhibit 4.1 to Avalon Properties' Current Report
on Form 8-K filed December 22, 1997.)
4.17 -- Dividend Reinvestment and Stock Purchase Plan of the Company
filed September 14, 1999. (Incorporated by reference to Form
S-3 of the Company, File No. 333-87063.)
4.18 -- 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.)
4.19 -- Shareholder Rights Agreement, dated March 9, 1998 (the
"Rights Agreement"), between the Company and First Union
National Bank (as successor to American Stock Transfer and
Trust Company) as Rights Agent (including the form of Rights
Certificate as Exhibit B). (Incorporated by reference to
Exhibit 4.1 to Form 8-A of the Company filed March 11, 1998.)
4.20 -- Amendment No. 1 to the Rights Agreement, dated as of February
28, 2000, between the Company and the Rights Agent.
(Incorporated by reference to Exhibit 4.2 to Form 8-A/A of
the Company filed February 28, 2000.)
10.1+ -- Employment Agreement, dated as of March 9, 1998, between the
Company and Richard L. Michaux. (Incorporated by reference to
Exhibit 10.1 to Form 10-Q of the Company filed August 14,
1998.)
10.2+ -- Employment agreement, dated as of March 9, 1998, between the
Company and Charles H. Berman. (Incorporated by reference to
Exhibit 10.2 to Form 10-Q of the Company filed August 14,
1998.)
10.3+ -- Employment Agreement, dated as of March 9, 1998, between the
Company and Robert H. Slater. (Incorporated by reference to
Exhibit 10.3 to Form 10-Q of the Company filed August 14,
1998.)
</TABLE>
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<TABLE>
<S> <C>
10.4+ -- Employment Agreement, dated as of March 9, 1998, between the
Company and Thomas J. Sargeant. (Incorporated by reference to
Exhibit 10.4 to Form 10-Q of the Company filed August 14,
1998.)
10.5+ -- Employment Agreement, dated as of March 9, 1998, between the
Company and Bryce Blair. (Incorporated by reference to
Exhibit 10.5 to Form 10-Q of the Company filed August 14,
1998.)
10.6+ -- Employment Agreement, dated as of March 9, 1998, between the
Company and Gilbert M. Meyer. (Incorporated by reference to
Exhibit 10.1 to Form 10-Q of the Company filed May 15, 1998.)
10.7+ -- Employment agreement, dated as of March 9, 1998, between the
Company and Jeffrey B. Van Horn. (Incorporated by reference
to Exhibit 10.2 to Form 10-Q of the Company filed May 15,
1998.)
10.8+ -- Employment agreement, dated as of March 9, 1998, between the
Company and Debra L. Shotwell. (Incorporated by reference to
Exhibit 10.5 to Form 10-Q of the Company filed May 15, 1998.)
10.9+ -- Avalon Properties, Inc. 1993 Stock Option and Incentive Plan.
(Incorporated by reference to Exhibit 10.1 to Avalon
Properties' Annual Report to Form 10-K for the year ended
December 31, 1993.)
10.10+ -- Avalon Properties, Inc. 1995 Equity Incentive Plan.
(Incorporated by reference to Avalon Properties' Proxy
Statement for the Annual Meeting of Stockholders held on May
9, 1995.)
10.11+ -- AvalonBay Communities, Inc. 1994 Stock Incentive Plan, as
amended and restated on April 13, 1998, and subsequently
amended on July 24, 1998 (incorporated by reference to
Exhibit 10.1 to the Company's Form 10-Q filed November 16,
1998) and amendment thereto, dated May 6, 1999 (incorporated
by reference to Exhibit 10.8 to Form 10-Q of the Company
filed on August 16, 1999).
10.12+ -- 1996 Non-Qualified Employee Stock Purchase Plan, dated June
26, 1997, as amended and restated. (Incorporated by reference
to Exhibit 99.1 to Post-effective Amendment No. 1 to Form S-8
of the Company filed June 26, 1997, File No. 333-16837.)
10.13+ -- 1996 Non-Qualified Employee Stock Purchase Plan - Plan
Information Statement dated June 26, 1997. (Incorporated by
reference to Exhibit 99.2 to Form S-8 of the company, File
No. 333-16837.)
10.14 -- Interest Rate Swap Agreement. (Incorporated by reference to
Exhibit 10.1 to Form 10-Q of the Company dated May 13, 1994.)
10.15 -- Registration Rights Agreement between the Company and certain
stockholders. (Incorporated by reference to Exhibit 10.2 to
Form 10-Q of the Company dated May 13, 1994.)
10.16 -- Office lease dated January 4, 1995. (Incorporated by
reference to Exhibit 10.21 to Form 10-Q of the Company dated
May 10, 1995.)
</TABLE>
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<TABLE>
<S> <C>
10.17 -- Form of Agreement of Limited Partnership of Bay Countrybrook,
L.P., by and among Bay GP, Inc., the Company and certain
other defined Persons. (Incorporated by reference to Exhibit
10.5 to Form 8-K/A of the Company filed July 5, 1996.)
10.18 -- Agreement dated as of May 16, 1997, between the Company, J.E.
Butler & Associates, Inc. and AP Companies, Ltd. relating to
the formation of Bay Rincon, L.P. (Incorporated by reference
to Exhibit 10.1 to Form 10-Q of the Company filed August 14,
1997.)
10.19 -- Agreement of Limited Partnership of Bay Pacific Northwest,
L.P. dated as of September 12, 1997, between the Company and
certain other defined Persons. (Incorporated by reference to
Exhibit 10.1 to Form 8-K of the Company filed October 28,
1997.)
10.20 -- Registration Rights Agreement, dated as of September 23,
1997, between the Company and certain defined Holders of
units of limited partnership interests in Bay Pacific
Northwest, L.P. (Incorporated by reference to Exhibit 10.2 to
Form 8-K of the Company filed October 28, 1997.)
10.21 -- Revolving Loan Agreement, dated as of June 23, 1998, between
the Company and Fleet National Bank, Morgan Guaranty Trust
Company of New York and Union Bank of Switzerland, each as
co-agents. (Incorporated by reference to Exhibit 10.6 to Form
10-Q of the Company filed August 14, 1998.)
10.22 -- Contribution and Exchange Agreement dated November 7, 1997.
(Incorporated by reference to Avalon Properties' Current
Report on Form 8-K filed November 24, 1997.)
10.23 -- Umbrella Agreement, among the Company, certain subsidiaries
of the Company, Citibank, N.A., as collateral agent, and
Financial Guaranty Insurance Company. (Incorporated by
reference to Exhibit 10.7 to Form 10-Q of the Company dated
May 13, 1994.)
10.24 -- Cash Collateral Account, Security, Pledge and Assignment
Agreement among the Company, certain subsidiaries of the
Company, Citibank, N.A., as collateral agent, and Financial
Guaranty Insurance Company. (Incorporated by reference to
Exhibit 10.8 to Form 10-Q of the Company dated May 13, 1994.)
10.25 -- Reimbursement Agreements among certain subsidiaries of the
Company, Citibank, N.A., as collateral agent, and Financial
Guaranty Insurance Company. (Incorporated by reference to
Exhibit 10.9 to Form 10-Q of the Company dated May 13, 1994.)
10.26 -- Guaranty Agreements by Bay Asset Group, Inc., a subsidiary of
the Company, in favor of Citibank, N.A., as collateral agent
for Financial Guaranty Insurance Company. (Incorporated by
reference to Exhibit 10.10 to Form 10-Q of the Company dated
May 13, 1994.)
10.27 -- Limited Guaranty Agreements by certain subsidiaries of the
Company in favor of Citibank, N.A., as collateral agent, and
Financial Guaranty Insurance Company. (Incorporated by
reference to Exhibit 10.11 to Form 10-Q of the Company dated
May 13, 1994.)
10.28 -- Pledge Agreement between Bay Asset Group, Inc., a subsidiary
of the Company and Citibank, N.A., as collateral agent for
Financial Guaranty Insurance Company. (Incorporated by
reference to Exhibit 10.12 to Form 10-Q of the Company dated
May 13, 1994.)
10.29 -- Master Reimbursement Agreement between Avalon Properties and
certain Management stockholders. (Incorporated by reference
to Avalon Properties' Annual Report on Form 10-K for the year
ended December 31, 1993.)
</TABLE>
62
<PAGE> 65
<TABLE>
<S> <C>
10.30 -- Master Reimbursement Agreement. (Incorporated by reference to
Exhibit 10.23 to Form 10-Q of the Company dated August 11,
1995.)
10.31 -- ISDA Master Agreement (Interest rate swap agreement).
(Incorporated by reference to Exhibit 10.24 to Form 10-Q of
the Company dated August 11, 1995.)
10.32 -- Cash Collateral Pledge, Security and Custody Agreement.
(Incorporated by reference to Exhibit 10.25 to Form 10-Q of
the Company dated August 11, 1995.)
10.33 -- Indemnification Agreements between the Company and the
Directors of the Company (Incorporated by reference to
Exhibit 10.39 to Form 10-K of the Company filed on March 31,
1999.)
10.34 -- Distribution Agreement dated December 21, 1998 among the
Company and the Agents, including Administrative Procedures,
relating to the medium-term notes. (Incorporated by reference
to Exhibit 1.1 to Form 8-K of the Company filed on December
21, 1998.)
10.35+ -- Amendment, dated as of July 30, 1999, to Employment
Agreement, dated as of March 9, 1998, between the Company and
Richard L. Michaux. (Incorporated by reference to Exhibit
10.1 to Form 10-Q of the Company filed on August 16, 1999.)
10.36+ -- Amendment, dated as of July 30, 1999, to Employment
Agreement, dated as of March 9, 1998, between the Company and
Bryce Blair. (Incorporated by reference to Exhibit 10.2 to
Form 10-Q of the Company filed on August 16, 1999.)
10.37+ -- Amendment, dated as of July 30, 1999, to Employment
Agreement, dated as of March 9, 1998, between the Company and
Robert H. Slater. (Incorporated by reference to Exhibit 10.3
to Form 10-Q of the Company filed on August 16, 1999.)
10.38+ -- Letters of clarification, dated as of July 30, 1999, to the
Employment Agreements of Messrs. Michaux, Blair and Slater.
(Incorporated by reference to Exhibit 10.4 to Form 10-Q of
the Company filed on August 16, 1999.)
10.39+ -- Separation Agreement, dated as of April 15, 1999, by and
between the Company and Jeffrey B. Van Horn. (Incorporated
by reference to Exhibit 10.5 to Form 10-Q of the Company
filed on August 16, 1999.)
10.40+ -- Separation Agreement, dated as of May 27, 1999, by and
between the Company and Charles H. Berman. (Incorporated by
reference to Exhibit 10.6 to Form 10-Q of the Company filed
on August 16, 1999.)
10.41+ -- Letter agreement regarding departure, dated as of August 26,
1999, by and between the Company and Debra L. Shotwell.
10.42 -- Amendment, dated May 6, 1999, to the Avalon Properties
Amended and Restated 1995 Equity Incentive Plan.
(Incorporated by reference to Exhibit 10.7 to Form 10-Q of
the Company filed on August 16, 1999.)
12.1 -- Statements re: Computation of Ratios.
16.1 -- Letter re: Change in certifying accountant. (Incorporated by
reference to Exhibit 16.2 to Form 8-K
</TABLE>
63
<PAGE> 66
<TABLE>
<S> <C>
filed November 18, 1998.)
21.1 -- Schedule of Subsidiaries of the Company.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Coopers & Lybrand, L.L.P.
27.1 -- Financial Data Schedule.
</TABLE>
- --------------
+ Management contract or compensatory plan or arrangement required to be filed
or incorporated by reference as an exhibit to this Form 10-K pursuant to Item
14(c) of Form 10-K.
64
<PAGE> 67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AVALONBAY COMMUNITIES, INC.
<TABLE>
<S> <C>
Date: March 10, 2000 By: /s/ GILBERT M. MEYER
-------------------------------------------------
Gilbert M. Meyer, Executive Chairman of the Board
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: March 10, 2000 By: /s/ GILBERT M. MEYER
-----------------------------------------------------------
Gilbert M. Meyer, Executive Chairman of the Board, Director
(Principal Executive Officer)
Date: March 10, 2000 By: /s/ RICHARD L. MICHAUX
-----------------------------------------------------------
Richard L. Michaux, Chief Executive Officer and President,
Director (Principal Executive Officer)
Date: March 10, 2000 By: /s/ THOMAS J. SARGEANT
-----------------------------------------------------------
Thomas J. Sargeant, Chief Financial Officer and Executive VP
Financial Services (Principal Financial and Accounting Officer)
Date: March 10, 2000 By: /s/ BRUCE A. CHOATE
-----------------------------------------------------------
Bruce A. Choate, Director
Date: March 10, 2000 By: /s/ MICHAEL A. FUTTERMAN
-----------------------------------------------------------
Michael A. Futterman, Director
Date: March 10, 2000 By: /s/ JOHN J. HEALY, JR.
-----------------------------------------------------------
John J. Healy, Jr., Director
Date: March 10, 2000 By: /s/ RICHARD W. MILLER
-----------------------------------------------------------
Richard W. Miller, Director
Date: March 10, 2000 By: /s/ BRENDA J. MIXSON
-----------------------------------------------------------
Brenda J. Mixson, Director
Date: March 10, 2000 By: /s/ ALLAN D. SCHUSTER
-----------------------------------------------------------
Allan D. Schuster, Director
Date: March 10, 2000 By:
-----------------------------------------------------------
Lance R. Primis, Director
</TABLE>
65
<PAGE> 68
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
AvalonBay Communities, Inc.:
We have audited the accompanying consolidated balance sheets of AvalonBay
Communities, Inc. (a Maryland corporation, the "Company") and subsidiaries as of
December 31, 1999 and 1998 (as revised for 1998 - see Note 2), and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended (as revised for 1998 - see Note 2). These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AvalonBay
Communities, Inc. and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Schedule of Real Estate and Accumulated
Depreciation is presented for purposes of complying with the rules of the
Securities and Exchange Commission and is not a required part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Vienna, Virginia
March 3, 2000
F-1
<PAGE> 69
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Avalon Properties, Inc.
We have audited the consolidated statements of operations, stockholders' equity
and cash flows of Avalon Properties, Inc. (the "Company") for the year ended
December 31, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated results of operations and cash flows for
the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
January 13, 1998, except for the 1997 information in Note 10, as to which
the date is March 9, 2000
F-2
<PAGE> 70
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
12-31-99 12-31-98
----------------- ------------------
<S> <C> <C>
ASSETS
Real estate:
Land $ 663,007 $ 643,562
Buildings and improvements 2,942,866 2,656,674
Furniture, fixtures and equipment 82,467 80,401
----------------- ------------------
3,688,340 3,380,637
Less accumulated depreciation (206,962) (120,771)
----------------- ------------------
Net operating real estate 3,481,378 3,259,866
Construction in progress (including land) 395,187 413,822
Communities held for sale 164,758 195,394
----------------- ------------------
Total real estate, net 4,041,323 3,869,082
Cash and cash equivalents 7,621 8,890
Cash in escrow 8,801 8,453
Resident security deposits 14,113 10,383
Investments in unconsolidated joint ventures 10,702 9,192
Deferred financing costs, net 14,056 13,461
Deferred development costs 12,938 15,489
Participating mortgage notes 21,483 45,483
Prepaid expenses and other assets 23,625 24,580
----------------- ------------------
TOTAL ASSETS $ 4,154,662 $ 4,005,013
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Variable rate unsecured credit facility $ 178,600 $ 329,000
Unsecured notes 985,000 710,000
Notes payable 430,047 445,371
Dividends payable 44,139 43,323
Payables for construction 18,874 48,150
Accrued expenses and other liabilities 40,226 42,354
Accrued interest payable 28,134 20,664
Resident security deposits 23,980 19,501
----------------- ------------------
TOTAL LIABILITIES 1,749,000 1,658,363
----------------- ------------------
Minority interest of unitholders in consolidated partnerships 35,377 32,213
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; $25 liquidation value; 50,000,000
shares authorized at both December 31, 1999 and 1998; 18,322,700
shares outstanding at both December 31, 1999 and 1998 183 183
Common stock, $.01 par value; 140,000,000 shares authorized at both December 31, 1999
and 1998; 65,758,009 and 63,887,126 shares outstanding at December 31, 1999 and
December 31, 1998, respectively 658 639
Additional paid-in capital 2,442,510 2,386,087
Deferred compensation (3,559) (4,356)
Dividends in excess of accumulated earnings (69,507) (68,116)
----------------- ------------------
TOTAL STOCKHOLDERS' EQUITY 2,370,285 2,314,437
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,154,662 $ 4,005,013
================= ==================
</TABLE>
See accompanying notes to consolidated financial statements.
Amounts for 1998 have been revised to conform with the 1999 presentation
(see note 2).
F-3
<PAGE> 71
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Year ended
-----------------------------------------------------------------
12-31-99 12-31-98 12-31-97
-------------------- -------------------- -------------------
<S> <C> <C> <C>
Revenue:
Rental income $ 503,132 $ 369,945 $ 169,442
Management fees 1,176 1,377 1,029
Other income 236 81 633
------------------- ------------------- ------------------
Total revenue 504,544 371,403 171,104
------------------- ------------------- ------------------
Expenses:
Operating expenses, excluding property taxes 134,172 104,346 47,279
Property taxes 42,701 31,775 14,429
Interest expense 74,699 54,650 16,977
Depreciation and amortization 109,759 77,374 29,113
General and administrative 9,502 9,124 5,093
Non-recurring charges 16,782 -- --
------------------- ------------------- ------------------
Total expenses 387,615 277,269 112,891
------------------- ------------------- ------------------
Equity in income of unconsolidated joint ventures 2,867 2,638 5,689
Interest income 7,362 3,508 1,346
Minority interest in consolidated partnerships (1,975) (1,770) 174
------------------- ------------------- ------------------
Income before gain on sale of communities
and extraordinary item 125,183 98,510 65,422
Gain on sale of communities 47,093 25,270 677
------------------- ------------------- ------------------
Income before extraordinary item 172,276 123,780 66,099
Extraordinary item -- (245) (1,183)
------------------- ------------------- ------------------
Net income 172,276 123,535 64,916
Dividends attributable to preferred stock (39,779) (28,132) (19,656)
------------------- ------------------- ------------------
Net income available to common stockholders $ 132,497 $ 95,403 $ 45,260
=================== =================== ==================
Per common share:
Income before extraordinary item - basic $ 2.02 $ 1.87 $ 1.64
=================== =================== ==================
Income before extraordinary item - diluted $ 2.00 $ 1.84 $ 1.63
=================== =================== ==================
Extraordinary item - basic and diluted $ -- $ (0.00) $ (0.04)
=================== =================== ==================
Net income - basic $ 2.02 $ 1.87 $ 1.60
=================== =================== ==================
Net income - diluted $ 2.00 $ 1.84 $ 1.59
=================== =================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
Amounts for 1998 and 1997 have been revised to conform with the 1999
presentation (see note 2).
F-4
<PAGE> 72
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Shares issued Amount
---------------------------- -------------------
Preferred Common Preferred Common
Stock Stock Stock Stock
--------------- ------------- ---------- --------
<S> <C> <C> <C> <C>
Balance at 12-31-96 8,755,000 25,655,068 $ 88 $ 256
Net income -- -- -- --
Dividends declared to common
and preferred stockholders -- -- -- --
Issuance of Common Stock,
net of offering costs -- 6,594,509 -- 66
Amortization of deferred compensation -- -- -- --
--------------- ------------- ---------- --------
Balance at 12-31-97 8,755,000 32,249,577 88 322
Net income -- -- -- --
Dividends declared to common
and preferred stockholders -- -- -- --
Issuance of Common Stock,
net of offering costs -- 1,273,554 -- 13
Issuance of Preferred Stock, net of
offering costs 4,000,000 -- 40 --
Stock acquired in connection with the
Merger of Bay and Avalon 6,922,786 29,008,909 69 290
Conversion of Preferred Stock to
Common Stock (1,355,086) 1,355,086 (14) 14
Amortization of deferred compensation -- -- -- --
--------------- ------------- ---------- --------
Balance at 12-31-98 18,322,700 63,887,126 183 639
Net income -- -- -- --
Dividends declared to common
and preferred stockholders -- -- -- --
Issuance of Common Stock -- 1,870,883 -- 19
Amortization of deferred compensation -- -- -- --
--------------- ------------- ---------- --------
Balance at 12-31-99 18,322,700 65,758,009 $ 183 $ 658
============== ============= ========== ========
<CAPTION>
Dividends in
Additional excess of
paid-in Deferred accumulated Stockholders'
capital compensation earnings equity
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Balance at 12-31-96 $ 752,237 $ (1,699) $ (12,894) $ 737,988
Net income -- -- 64,916 64,916
Dividends declared to common
and preferred stockholders -- -- (75,795) (75,795)
Issuance of Common Stock,
net of offering costs 235,401 (3,569) -- 231,898
Amortization of deferred compensation -- 2,003 -- 2,003
------------- -------------- --------------- --------------
Balance at 12-31-97 987,638 (3,265) (23,773) 961,010
Net income -- -- 123,535 123,535
Dividends declared to common
and preferred stockholders -- -- (167,878) (167,878)
Issuance of Common Stock,
net of offering costs 45,267 (4,346) -- 40,934
Issuance of Preferred Stock, net of
offering costs 96,195 -- -- 96,235
Stock acquired in connection with the
Merger of Bay and Avalon 1,256,987 -- -- 1,257,346
Conversion of Preferred Stock to
Common Stock -- -- -- --
Amortization of deferred compensation -- 3,255 -- 3,255
------------- -------------- --------------- ---------------
Balance at 12-31-98 2,386,087 (4,356) (68,116) 2,314,437
Net income -- -- 172,276 172,276
Dividends declared to common
and preferred stockholders -- -- (173,667) (173,667)
Issuance of Common Stock 56,423 (3,167) -- 53,275
Amortization of deferred compensation -- 3,964 -- 3,964
------------- -------------- --------------- ---------------
Balance at 12-31-99 $ 2,442,510 $ (3,559) $ (69,507) $ 2,370,285
============= ============== =============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
Amounts for 1998 and 1997 have been revised to conform with the 1999
presentation (see note 2).
F-5
<PAGE> 73
AVALONBAY COMMUNITIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
For the year ended
--------------------------------------------------
12-31-99 12-31-98 12-31-97
---------------- --------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $ 172,276 $ 123,535 $ 64,916
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization 109,759 77,374 29,113
Amortization of deferred compensation 3,964 3,255 2,003
Decrease (increase) in investments in unconsolidated
joint ventures (1,510) 1,139 65
Income allocated to minority interest in consolidated
partnerships 1,975 1,770 (174)
Gain on sale of communities (47,093) (25,270) (677)
Extraordinary item -- 245 1,183
Decrease (increase) in cash in escrow (348) 2,172 966
Increase in resident security deposits, accrued interest on
participating mortgage notes, prepaid expenses and
other assets (310) (14,383) (7,575)
Increase in accrued expenses, other liabilities and accrued
interest payable 11,353 23,641 3,829
----------- ----------- -----------
Net cash provided by operating activities 250,066 193,478 93,649
----------- ----------- -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Increase (decrease) in construction payables (29,276) 26,052 3,698
Proceeds from sale of communities, net of selling costs 255,618 118,025 16,577
Sale (acquisition) of participating mortgage note 25,300 (24,000) --
Merger costs and related activities -- (24,562) --
Investment in unconsolidated joint venture -- -- (7,980)
Proceeds from joint venture partner -- -- 37,700
Purchase and development of real estate (516,261) (713,200) (471,415)
----------- ----------- -----------
Net cash used in investing activities (264,619) (617,685) (421,420)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common and preferred stock, net of offering costs 53,275 137,169 231,898
Dividends paid (172,333) (126,247) (75,795)
Proceeds from sale of unsecured notes 275,000 350,000 --
Payment of deferred financing costs (3,654) (4,435) (3,901)
Repayments of notes payable (3,934) (2,391) (25,341)
Borrowings under notes payable -- -- 121,891
Refinancings of notes payable 18,755 -- --
Net borrowings under (repayments of) unsecured facilities (150,400) 75,695 71,500
Distributions to minority partners (3,425) (3,416) --
----------- ----------- -----------
Net cash provided by financing activities 13,284 426,375 320,252
----------- ----------- -----------
Net increase (decrease) in cash (1,269) 2,168 (7,519)
Cash and cash equivalents, beginning of year 8,890 6,722 14,241
----------- ----------- -----------
Cash and cash equivalents, end of year $ 7,621 $ 8,890 $ 6,722
=========== =========== ===========
Cash paid during period for interest, net of amount capitalized $ 60,705 $ 31,405 $ 17,371
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Amounts for 1998 and 1997 have been revised to conform with the
1999 presentation (see note 2).
F-6
<PAGE> 74
Supplemental disclosures of non-cash investing and financing activities (dollars
in thousands):
During the year ended December 31, 1997, the Company assumed $27,305 of debt and
issued 464,966 units of limited partnership in DownREIT partnerships, valued at
$18,157, in connection with acquisitions.
In June 1998, Avalon Properties, Inc. merged into Bay Apartment Communities,
whereupon Avalon ceased to exist and Bay legally succeeded to all of the assets
and liabilities of Avalon. In these financial statements, the merger was
accounted for under the purchase method of accounting whereby Bay, as the
surviving legal entity, adopted the historical financial statements of Avalon,
and therefore the historical financial statements for Avalon are presented prior
to the merger and Bay's assets were recorded in the historical financial
statements of Avalon, as of the date of the merger, at an amount equal to Bay's
debt outstanding at that time plus the value of capital stock retained by the
Bay stockholders, which approximates fair value. As a result, the financial
statements presented reflect that, in connection with the merger, the following
was assumed or acquired: debt of $604,663; net other liabilities of $25,239;
cash and cash equivalents of $1,419; and a minority interest of $9,020.
During the year ended December 31, 1998, the Company assumed $10,400 of debt and
issued 104,222 units of limited partnership in DownREIT partnerships, valued at
$3,851, in connection with acquisitions. A total of 6,818 units of limited
partnership were presented for redemption to the DownREIT partnership that
issued such units and were acquired by the Company for an equal number of shares
of the Company's Common Stock. Additionally, 950,064 shares of Series A
Preferred Stock and 405,022 shares of Series B Preferred Stock were converted
into an aggregate of 1,355,086 shares of Common Stock.
During the year ended December 31, 1999, 117,178 units of limited partnership in
DownREIT partnerships, valued at $4,614, were issued in connection with an
acquisition for cash and units pursuant to a forward purchase agreement signed
in 1997 with an unaffiliated party. Also during the year ended December 31,
1999, 22,623 units of limited partnership were presented for redemption to the
DownREIT partnership that issued such units and were acquired by the Company for
an equal number of shares of the Company's Common Stock.
Common and preferred dividends declared but not paid as of December 31, 1999,
1998 totaled $44,139 and $43,323, respectively. There were no dividends declared
that were not paid as of December 31, 1997.
F-7
<PAGE> 75
AVALONBAY COMMUNITIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1. Organization and Significant Accounting Policies
Organization and Recent Developments
AvalonBay Communities, Inc. (the "Company," which term is often used to refer to
AvalonBay Communities, Inc. together with its subsidiaries) is a Maryland
corporation that has elected to be taxed as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended. The Company
focuses on the ownership and operation of institutional-quality apartment
communities in high barrier-to-entry markets of the United States. These markets
include Northern and Southern California and selected markets in the
Mid-Atlantic, Northeast, Midwest and Pacific Northwest regions of the country.
The Company is the surviving corporation from the merger (the "Merger") of Bay
Apartment Communities, Inc. ("Bay") and Avalon Properties, Inc. (sometimes
hereinafter referred to as "Avalon" before the Merger) on June 4, 1998, where
Avalon shareholders received 0.7683 share of common stock of the Company for
each share owned of Avalon common stock. The merger was accounted for under the
purchase method of accounting, with the historical financial statements for
Avalon presented prior to the Merger. At that time, Avalon ceased to legally
exist, and Bay as the surviving legal entity adopted the historical financial
statements of Avalon, with Bay's assets recorded in the historical financial
statements of Avalon at an amount equal to Bay's debt outstanding at that time
plus the value of capital stock retained by the Bay stockholders, which
approximates fair value. All disclosures related to 1997 share and per share
information of Avalon have been revised to reflect the 0.7683 share conversion
ratio used in the merger. In connection with the Merger, the Company changed its
name from Bay Apartment Communities, Inc. to AvalonBay Communities, Inc.
At December 31, 1999, the Company owned or held a direct or indirect ownership
interest in 122 operating apartment communities containing 36,008 apartment
homes in twelve states and the District of Columbia, of which four communities
containing 1,455 apartment homes were under reconstruction. The Company also
owned 12 communities with 3,173 apartment homes under construction and rights to
develop an additional 30 communities that, if developed as expected, will
contain an estimated 8,624 apartment homes.
During the period January 1, 1998 through June 4, 1998, Avalon acquired four
communities containing a total of 1,084 apartment homes from unrelated third
parties for an aggregate acquisition price of approximately $75,335. One of
these communities had been sold as of December 31, 1999. The cumulative
capitalized cost of the remaining three communities at December 31, 1999 was
$47,124. During the period subsequent to the Merger through December 31, 1998,
the Company acquired three communities containing a total of 1,433 apartment
homes from unrelated third parties for an aggregate acquisition price of
approximately $201,800 (cumulative capitalized cost of $205,214 as of December
31, 1999). The Company also acquired a participating mortgage note for $24,000
which was sold by the Company for a gross sales price of $25,300 in October
1999.
During the year ended December 31, 1999, the Company acquired one community
containing 224 apartment homes through a DownREIT partnership for an acquisition
price of approximately $25,750, including 117,178 units of limited partnership
in the DownREIT partnership valued at $4,614. The community was acquired in
connection with a forward purchase agreement signed in 1997 with an unaffiliated
party.
During 1999, the Company completed development of ten communities, containing
2,335 apartment homes for a total investment of approximately $391,600. Also,
during 1999, the Company completed redevelopment of thirteen communities,
containing 4,051 apartment homes for a total investment in redevelopment (i.e.,
excluding acquisition costs) of $77,300.
In 1998, the Company adopted a strategy of disposing of certain assets in
markets that did not meet its long-term strategic direction. In connection with
this strategy, the Company sold seven communities in 1998 containing a total of
2,039 apartment homes for net proceeds of approximately $73,900. During 1999,
the Company also sold 16
F-8
<PAGE> 76
communities containing 4,464 apartment homes and a participating mortgage note
secured by a community for net proceeds of approximately $280,918. This
disposition strategy is also enabling redeployment of capital; the net proceeds
from these dispositions will be redeployed to develop and redevelop communities
currently under construction or reconstruction. Pending such redeployment, the
proceeds from the sale of these communities were used to repay amounts
outstanding under the Company's variable rate unsecured credit facility.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned partnerships and two joint venture partnerships in
addition to four subsidiary partnerships structured as DownREITs. All
significant intercompany balances and transactions have been eliminated in
consolidation.
In each of the four partnerships structured as DownREITs, either AvalonBay or
one of our wholly-owned subsidiaries is the general partner, and there are one
or more limited partners whose interest in the partnership is represented by
units of limited partnership interest. For each DownREIT partnership, limited
partners are entitled to receive distributions before any distribution is made
to the general partner. Although the partnership agreements for each of the
DownREITs are different, generally the distributions paid to the holders of
units of limited partnership interests approximate the current AvalonBay common
stock dividend rate. Each DownREIT partnership has been structured so that it is
unlikely the limited partners will be entitled to a distribution greater than
the initial distribution provided for in the partnership agreement. The holders
of units of limited partnership interest have the right to present each unit of
limited partnership interest for redemption for cash equal to the fair market
value of a share of AvalonBay common stock on the date of redemption. In lieu of
a cash redemption of a unit by a partner, we may elect to acquire any unit
presented for redemption for one share of common stock.
Real Estate
Significant expenditures which improve or extend the life of an asset are
capitalized. The operating real estate assets are stated at cost and consist of
land, buildings and improvements, furniture, fixtures and equipment, and other
costs incurred during their development, redevelopment and acquisition.
Expenditures for maintenance and repairs are charged to operations as incurred.
The capitalization of costs during the development of assets (including interest
and related loan fees, property taxes and other direct and indirect costs)
begins when active development commences and ends when the asset is delivered
and a final certificate of occupancy is issued. Cost capitalization during
redevelopment of assets (including interest and related loan fees, property
taxes and other direct and indirect costs) begins when an apartment home is
taken out-of-service for redevelopment and ends when the apartment home
redevelopment is completed and the apartment home is placed in-service. The
accompanying consolidated financial statements include a charge to expense for
unrecoverable deferred development costs related to pre-development communities
that are unlikely to be developed.
Depreciation is calculated on buildings and improvements using the straight-line
method over their estimated useful lives, which range from seven to thirty
years. Furniture, fixtures and equipment are generally depreciated using the
straight-line method over their estimated useful lives, which range from three
years (computer related equipment) to seven years.
Lease terms for apartment homes are generally one year or less. Rental income
and operating costs incurred during the initial lease-up or post-redevelopment
lease-up period are fully recognized as they accrue.
If there is an event or change in circumstance that indicates an impairment in
the value of a community, the Company's policy is to assess any impairment in
value by making a comparison of the current and projected operating cash flows
of the community over its remaining useful life, on an undiscounted basis, to
the carrying amount of the community. If such carrying amounts are in excess of
the estimated projected operating cash flows of the community, the Company
F-9
<PAGE> 77
would recognize an impairment loss equivalent to an amount required to adjust
the carrying amount to its estimated fair market value. The Company has not
recognized an impairment loss in 1999, 1998 or 1997 on any of its real estate.
Investments in Unconsolidated Joint Ventures
Investments in unconsolidated real estate joint ventures are accounted for under
the equity method as the Company does not control the significant operating and
financial decisions of the joint ventures. The joint venture agreements require
that a majority voting interest of the partners approve potential sales,
liquidations, significant refinancings, as well as operating budget and capital
and financing plans.
Income Taxes
The Company elected to be taxed as a REIT under the Internal Revenue Code of
1986, as amended, for the year ended December 31, 1994 and has not revoked such
election. A corporate REIT is a legal entity which holds real estate interests
and, if certain conditions are met (including but not limited to the payment of
a minimum level of dividends to stockholders), the payment of federal and state
income taxes at the corporate level is avoided or reduced. Management believes
that all such conditions for the avoidance of taxes have been met for the
periods presented. Accordingly, no provision for federal and state income taxes
has been made.
The following summarizes the tax components of the Company's common dividends
declared for the years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
% of common dividends
declared for:
---------------------------------------------------------------------------------------
(AvalonBay) (AvalonBay, (Avalon, prior (Bay, prior
post merger) to merger) to merger)(1) (Avalon) (Bay)(1)
1999 1998 1998 1998 1997 1997
----------------- -------------- -------------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ordinary income 76% 77% 56% 77% 80% 100%
20% rate gain 11% 9% -- 9% 1% --
Unrecaptured Section 1250 gain 13% 14% -- 14% 2% --
Non-taxable return of capital -- -- 44% -- 17% --
</TABLE>
(1) Information presented for Bay for periods prior to Merger is unaudited.
Dividends declared on all series of the Company's preferred stock in 1999
represented 76.0% of ordinary income, 11.0% of twenty percent rate gain and
13.0% of unrecaptured Section 1250 gain. Dividends declared on all series of the
Company's preferred stock subsequent to the Merger through December 31, 1998
represented ordinary income. Dividends declared on all series of Bay's preferred
stock during 1998 prior to the Merger and in 1997 represented ordinary income.
Dividends declared on all series of Avalon's preferred stock during 1998 prior
to the Merger represented ordinary income. Dividends declared on all series of
Avalon's preferred stock in 1997 represented 97.0% of ordinary income, 1.0% of
twenty percent rate gain and 2.0% of unrecaptured Section 1250 gain.
Development Costs of Software for Internal Use
The Company has entered into a formal joint venture cost sharing agreement with
another public multifamily real estate company to develop a new on-site property
management system and a leasing automation system to enable the Company to
capture, review and analyze data to a greater degree than the Company found
currently possible with third-party software products. The software development
process is currently being managed by Company employees who oversee a project
team of employees and third-party consultants. Development costs associated with
the software project include computer hardware costs, direct labor costs and
third-party consultant costs related to programming and documenting the system.
The project began in January 1998 and is expected to be fully implemented by
March 2001, although no assurance can be provided in this regard. The Company
will continue to develop these systems through the joint venture agreement and
the total cost of development will be shared equally between the Company and the
joint venture partner. Once developed, the Company and the joint venture partner
intend to use the property management
F-10
<PAGE> 78
and leasing systems in place of their respective systems currently in use for
which fees are generally paid to third party vendors.
Costs associated with the project are accounted for in accordance with the
American Institute of Certified Public Accountants' Statement of Position 98-1
("SOP 98-1") "Accounting for Costs of Computer Software Developed or Obtained
for Internal Use." Under SOP 98-1, costs of acquiring hardware and costs of
coding, documenting and testing the software are capitalized during the
application development stage. Following implementation, capitalized development
costs are amortized over the system's estimated useful life and other costs such
as training and application maintenance are expensed as incurred.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain debt
financing and are amortized on a straight-line basis, which approximates the
effective interest method, over the shorter of the term of the loan or the
related credit enhancement facility, if applicable. Unamortized financing costs
are written-off when debt is retired before the maturity date.
Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an
original maturity of three months or less from the date acquired. The majority
of the Company's cash, cash equivalents, and cash in escrows is held at major
commercial banks.
Earnings per Common Share
In accordance with the provisions of Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings per Share", basic earnings per share for the years
ended December 31, 1999, 1998 and 1997 is computed by dividing earnings
available to common shares (net income less preferred stock dividends) by the
weighted average number of shares and Units outstanding during the period.
Additionally, other potentially dilutive common shares are considered when
calculating earnings per share on a diluted basis. The Company's basic and
diluted weighted average shares outstanding for the years ended December 31,
1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Year ended
-------------------------------------------------
12-31-99 12-31-98 12-31-97
--------------- ------------- ----------
<S> <C> <C> <C>
Weighted average common shares
outstanding - basic 64,724,799 50,387,258 28,244,845
Weighted average Units outstanding 933,122 725,948 469
------------- ------------- ------------
Weighted average common shares
and Units outstanding - basic 65,657,921 51,113,206 28,245,314
Effect of dilutive securities 452,743 658,041 186,509
------------- ------------------------------
Weighted average common shares
and Units outstanding - diluted 66,110,664 51,771,247 28,431,823
============= ============= ============
</TABLE>
Certain options to purchase shares of common stock in the amount of 2,282,192,
2,643,190 and 899,679 were outstanding during 1999, 1998 and 1997, respectively
but were not included in the computation of diluted earnings per share because
the options' exercise prices were greater than the average market price of the
common shares.
Non-recurring Charges
In February 1999, the Company announced certain management changes including (i)
the departure of three senior officers (including the former President of
Avalon) who became entitled to severance benefits in accordance with the
F-11
<PAGE> 79
terms of their employment agreements with the Company dated as of March 9, 1998
and (ii) elimination of duplicate accounting functions and related employee
departures. The Company recorded a non-recurring charge of approximately $16,100
in the first quarter of 1999 related to the expected costs associated with this
management realignment and certain related organizational adjustments.
Because a plan of management realignment was not in existence on June 4, 1998,
the date of the Merger, this charge is not considered a cost of the Merger.
Accordingly, the expenses associated with the management realignment have been
treated as a non-recurring charge. The charge includes severance and benefits
expenses, costs to eliminate duplicate accounting functions and legal fees.
Certain former employees have elected to receive their severance benefits in an
installment basis for up to twelve months. Accordingly, the Company had a
remaining liability of approximately $1,457 at December 31, 1999 related to
severance benefits after payments of $14,019 made for the year ended December
31, 1999.
The non-recurring charge also includes Year 2000 remediation costs of $706 that
has been incurred for the year ended December 31, 1999.
Selected information relating to the non-recurring charge is summarized below:
<TABLE>
<CAPTION>
Elimination
of duplicate
Severance accounting Legal
benefits costs fees Total
-------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Total non-recurring charge (1) $ 15,476 $ 250 $ 350 $ 16,076
Cash payments (14,019) (250) (252) (14,521)
-------------- -------------- --------- ------------
Restructuring liability as of
December 31, 1999 $ 1,457 -- $ 98 $ 1,555
============== ============== ========= ============
(1) Excludes Y2K costs of $706.
</TABLE>
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles ("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 with current year presentations.
Recently Issued Accounting Standards
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131
"Disclosure about Segments of an Enterprise and Related Information." SFAS No.
131 establishes standards for determining an entity's operating segments and the
type and level of financial information to be disclosed. SFAS No. 131 became
effective for the Company for the fiscal year ending December 31, 1998. The
Company adopted SFAS No. 131 effective with the December 31, 1998 reporting
period.
F-12
<PAGE> 80
In March 1998, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued Ruling 97-11 entitled "Accounting for Internal Costs
Relating to Real Estate Property Acquisitions," which requires that internal
costs of identifying and acquiring operating property be expensed as incurred.
Costs associated with the acquisition of non-operating property may still be
capitalized. The ruling is effective for acquisitions completed subsequent to
March 19, 1998. At December 31, 1999, this ruling does not have a material
effect on the Company's consolidated financial statements.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
pronouncement establishes accounting and reporting standards requiring that
every derivative instrument be recorded on the balance sheet as either an asset
or liability measured at its fair value. SFAS No. 133 requires that changes in
the derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. In June 1999, the Financial Accounting
Standards Board issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective date of SFAS No. 133." SFAS No.
137 delays the effective date of SFAS No. 133 for one year, to fiscal years
beginning after June 15, 2000. The Company currently plans to adopt this
pronouncement effective January 1, 2001, and will determine both the method and
impact of adoption, which is expected to be immaterial, prior to that date.
2. Merger Between Bay and Avalon and Revised Financial Presentation
Prior to December 31, 1999, the Company accounted for the Merger between Avalon
and Bay under the purchase method of accounting, using the historical financial
statements of Bay prior to and after the merger. Based on discussions with the
Securities and Exchange Commission, the Company agreed to revise its financial
presentation as of and for the years ended December 31, 1998 and 1997 to present
the merger whereby the historical financial statements for Avalon are presented
prior to the Merger. At that time, Avalon ceased to legally exist and Bay as the
surviving legal entity adopted the historical financial statements of Avalon,
with Bay's assets recorded in the historical financial statements of Avalon at
an amount equal to Bay's debt outstanding at that time plus the value of capital
stock retained by the Bay stockholders, which approximates fair value. Unaudited
quarterly data for the years ended December 31, 1999 and 1998, as shown in Note
12, has also been revised. Except as otherwise stated herein, all information
presented in the consolidated financial statements and related notes includes
all such revisions.
Adjustments have been made in the revised financial statements to reflect the
following:
- - The financial statements presented for 1997 and the period from January 1,
1998 through the date of the Merger are the historical financial statements
of Avalon after giving effect to the number of shares outstanding based on
the Merger exchange ratio.
- - Assets and liabilities of Avalon as of the Merger date are recorded at
historical cost.
- - Assets and liabilities of Bay as of the Merger date are recorded at an
amount equal to Bay's debt outstanding plus the value of capital stock
retained by Bay, which approximates fair value; write-downs of assets or
additional accruals have been recorded as additional purchase price.
- - The results of operations of the Company for the year ended December 31,
1998 reflect the historical operations of Avalon prior to the Merger and
operations of the combined company after the merger date through December
31, 1998.
These revisions increased (decreased) previously reported total assets, total
stockholders' equity, net income and earnings per share for the years ended
December 31, 1998 and 1997 as follows:
F-13
<PAGE> 81
<TABLE>
<CAPTION>
1998 1997
--------------- ----------
<S> <C> <C>
Total Assets $ (25,191) $ 212,053
=============== ==========
Total Stockholders' equity $ (25,016) $ 168,315
=============== ==========
Income before extraordinary item $ 29,346 $ 27,158
Extraordinary item $ (245) $ (1,183)
--------------- ----------
Net income $ 29,101 $ 25,975
=============== ==========
Net income available to common $ 26,843 $ 13,799
=============== ==========
stockholders
Per common share:
Income before extraordinary item - basic $ 0.48 $ 0.24
=============== ==========
Income before extraordinary item - diluted $ 0.47 $ 0.23
=============== ==========
Extraordinary item - basic and diluted -- $ (0.04)
=============== ==========
Net income - basic $ 0.48 $ 0.20
=============== ==========
Net income - diluted $ 0.47 $ 0.19
=============== ==========
</TABLE>
The following unaudited pro forma information has been prepared as if the Merger
and related transactions had occurred on January 1, 1998. The pro forma
financial information is presented for informational purposes only and is not
necessarily indicative of what actual results would have been nor does it
purport to represent the results of operations for future periods had the Merger
been consummated on January 1, 1998.
<TABLE>
<CAPTION>
Year ended
(Unaudited)
--------------
12-31-98
<S> <C>
Pro forma total revenue $ 449,085
==================
Pro forma net income available to common
stockholders $ 111,114
==================
Per common share:
Pro forma net income-basic $ 1.74
==================
Pro forma net income-diluted $ 1.73
==================
</TABLE>
3. Interest Capitalized
Capitalized interest associated with communities under development or
redevelopment totaled $21,888, $14,724 and $9,024 for the years ended December
31, 1999, 1998 and 1997, respectively.
F-14
<PAGE> 82
4. Notes Payable, Unsecured Notes and Credit Facility
The Company's notes payable, unsecured notes and credit facility are summarized
as follows:
<TABLE>
<CAPTION>
12-31-99 12-31-98
------------- ---------------
<S> <C> <C>
Fixed rate mortgage notes payable (conventional
and tax-exempt) $ 362,087 $ 388,106
Variable rate mortgage notes payable (tax-exempt) 67,960 57,265
Fixed rate unsecured notes 985,000 710,000
------------ ------------
Total notes payable and unsecured notes 1,415,047 1,155,371
Variable rate unsecured credit facility 178,600 329,000
------------- ------------
Total notes payable, unsecured notes and
credit facility $ 1,593,647 $ 1,484,371
============= ============
</TABLE>
Mortgage notes payable are collateralized by certain apartment communities and
mature at various dates from May 2001 through December 2036. The weighted
average interest rate of the Company's variable rate notes and credit facility
was 6.9% at December 31, 1999. The weighted average interest rate of the
Company's fixed rate notes (conventional and tax-exempt) was 6.9% and 6.7% at
December 31, 1999 and 1998, respectively.
The maturity schedule for the Company's unsecured notes consists of the
following:
<TABLE>
<CAPTION>
Year of
Maturity Principal Interest Rate
--------------------------------------------------------------
<S> <C> <C>
2002 $ 100,000 7.375%
2003 $ 50,000 6.25%
$ 100,000 6.5%
2004 $ 125,000 6.58%
2005 $ 100,000 6.625%
$ 50,000 6.5%
2006 $ 150,000 6.8%
2007 $ 110,000 6.875%
2008 $ 50,000 6.625%
2009 $ 150,000 7.5%
</TABLE>
The Company's unsecured notes contain a number of financial and other covenants
with which the Company must comply, including, but not limited to, limits on the
aggregate amount of total and secured indebtedness the Company may have on a
consolidated basis and limits on the Company's required debt service payments.
F-15
<PAGE> 83
Scheduled maturities of notes payable and unsecured notes are as follows for the
years ending December 31:
<TABLE>
<S> <C>
2000 $ 3,595
2001 14,654
2002 103,880
2003 158,846
2004 166,297
Thereafter 967,775
----------
Total notes payable $ 1,415,047
=========
</TABLE>
The Company has a $600,000 variable rate unsecured credit facility (the
"Unsecured Facility") with Morgan Guaranty Trust Company of New York, Union Bank
of Switzerland and Fleet National Bank, serving as co-agents for a syndicate of
commercial banks. The Unsecured Facility bears interest at a spread over the
London Interbank Offered Rate ("LIBOR") based on rating levels achieved on the
Company's unsecured notes and on a maturity selected by the Company. The current
stated pricing is LIBOR plus 0.6% per annum (7.1% at December 31, 1999). In
addition, the Unsecured Facility includes a competitive bid option (which allows
banks that are part of the lender consortium to bid to make loans to the Company
at a rate that is lower than the stated rate provided by the Unsecured Facility)
for up to $400,000. The Company is subject to certain customary covenants under
the Unsecured Facility, including, but not limited to, maintaining certain
maximum leverage ratios, a minimum fixed charges coverage ratio, minimum
unencumbered assets and equity levels and restrictions on paying dividends in
amounts that exceed 95% of the Company's Funds from Operations, as defined
therein. The Unsecured Facility matures in July 2001 and has two, one-year
extension options.
5. Stockholders' Equity
As of December 31, 1999 and 1998, the Company had authorized for issuance
140,000,000 and 50,000,000 of Common and Preferred Stock, respectively.
Dividends on the Series C, Series D, Series F, Series G and Series H Preferred
Stock are cumulative from the date of original issue and are payable quarterly
in arrears on or before the 15th day of each month as stated in the table below.
None of the series of Preferred Stock are redeemable prior to the date stated in
the table below, but on or after the stated date, may be redeemed for cash at
the option of the Company in whole or in part, at a redemption price of $25 per
share, plus all accrued and unpaid dividends, if any. The series of Preferred
Stock have no stated maturity and are not subject to any sinking fund or
mandatory redemptions. In addition, the series of Preferred Stock are not
convertible into any other securities of the Company and may be redeemed solely
from proceeds of other capital stock of the Company, which may include shares of
other series of preferred stock.
<TABLE>
<CAPTION>
Shares outstanding Payable Annual Liquidation Non-redeemable
Series December 31, 1999 quarterly rate preference prior to
- --------------- ------------------ ------------------------ ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
C 2,300,000 March, June, September, 8.50% $25 June 20, 2002
December
D 3,267,700 March, June, September, 8.00% $25 December 15, 2002
December
F 4,455,000 February, May, August, 9.00% $25 February 15, 2001
November
G 4,300,000 February, May, August, 8.96% $25 October 15, 2001
November
H 4,000,000 March, June, September, 8.70% $25 October 15, 2008
December
</TABLE>
F-16
<PAGE> 84
The Company also has 1,000,000 shares of Series E Junior Participating
Cumulative Preferred Stock authorized for issuance pursuant to the Company's
Shareholder Rights Agreement. As of December 31, 1999, there were no shares of
Series E Preferred Stock outstanding.
6. Investments in Unconsolidated Joint Ventures
At December 31, 1999, the Company's investments in unconsolidated joint ventures
consisted of a 50% general partnership interest in Falkland Partners, a 49%
general partnership interest in Avalon Run and a 50% limited liability company
membership interest in Avalon Grove. Also during 1999, the Company entered into
a joint venture to develop an on-site property management system and a leasing
automation system; the Company's joint venture interest consists of a 60%
limited liability company membership interest. The following is a combined
summary of the financial position of these joint ventures as of the dates
presented.
<TABLE>
<CAPTION>
Unaudited
------------------------
12-31-99 12-31-98
-------- --------
<S> <C> <C>
Assets:
Real estate, net $ 94,644 $ 96,419
Other assets 10,666 4,532
-------- --------
Total assets $105,310 $100,951
======== ========
Liabilities and partners' equity:
Mortgage notes payable $ 26,000 $ 26,000
Other liabilities 6,479 4,933
Partners' equity 72,831 70,018
-------- --------
Total liabilities and partners' equity $105,310 $100,951
======== ========
</TABLE>
The following is a combined summary of the operating results of these joint
ventures for the periods presented:
<TABLE>
<CAPTION>
Year ended
(Unaudited)
-----------------------------------------------------
12-31-99 12-31-98 12-31-97
---------------- --------------- ---------------
<S> <C> <C> <C>
Rental income $ 20,781 $ 19,799 $ 16,497
Other income 26 26 44
Operating and other expenses (6,051) (5,591) (5,020)
Mortgage interest expense (773) (833) (893)
Depreciation and amortization (3,091) (3,044) (1,869)
---------------- --------------- ---------------
Net income $ 10,892 $ 10,357 $ 8,759
================ =============== ===============
</TABLE>
7. Communities Held for Sale
During 1998, the Company completed a strategic planning effort resulting in a
decision to pursue a disposition strategy for certain assets in markets that did
not meet its long-term strategic direction. In connection with this strategy,
the Company solicits competing bids from unrelated parties for individual
assets, and considers the sales price and tax ramifications of each proposal.
The Company sold seven communities with a total of 2,039 apartment
F-17
<PAGE> 85
homes in connection with this strategy in 1998. The aggregate gross sales price
for these assets was $126,200, with total net proceeds of $73,900. A portion of
the gross sales price was used to repay $50,030 of debt secured by assets sold.
The communities sold during 1999 and the respective sales price and net proceeds
are summarized on the following page:
<TABLE>
<CAPTION>
Period Apartment
Communities Location of sale homes
------------------------------- --------------------------- ------------ -------------
<S> <C> <C> <C>
Blairmore Rancho Cordova, CA 1Q99 252
Avalon at Park Center Alexandria, VA 2Q99 492
Avalon at Lake Arbor Mitchellville, MD 2Q99 209
Avalon Station Fredricksburg, VA 2Q99 223
Avalon Gayton Richmond, VA 2Q99 328
Avalon at Boulders Richmond, VA 2Q99 284
The Pointe (1) Fairfield, CA 3Q99 296
Avalon at Willow Lake Indianapolis, IN 3Q99 230
Avalon at Geist Lawrence, IN 3Q99 146
Avalon at Montgomery Cincinnati, OH 4Q99 264
Avalon at Oxford Hill Creve Coeur, MO 4Q99 480
Avalon Heights Madison Heights, MI 4Q99 225
Rivershore Bay Pointe, CA 4Q99 245
Avalon at Hampton I Hampton, VA 4Q99 187
Avalon at Hampton II Hampton, VA 4Q99 231
Avalon Park Manassas, VA 4Q99 372
Fairlane Woods (2) Detroit, MI 4Q99 N/A
---
4,464
=====
<CAPTION>
Gross sales Net
Communities Debt price proceeds
------------------------------- --------------- -------------- ----------------
<S> <C> <C> <C>
Blairmore $ -- $13,250 $ 12,991
Avalon at Park Center -- 44,250 43,820
Avalon at Lake Arbor -- 14,160 13,800
Avalon Station -- 12,734 12,500
Avalon Gayton -- 18,418 18,210
Avalon at Boulders -- 16,075 15,840
The Pointe (1) -- 24,350 23,833
Avalon at Willow Lake -- 14,350 14,055
Avalon at Geist -- 10,300 10,006
Avalon at Montgomery -- 15,600 15,379
Avalon at Oxford Hill -- 29,900 29,443
Avalon Heights -- 15,150 15,115
Rivershore 10,035 13,300 2,205
Avalon at Hampton I 8,060 10,547 1,961
Avalon at Hampton II 11,550 13,028 848
Avalon Park -- 25,800 25,612
Fairlane Woods (2) -- 25,300 25,300
-------- ------ ------
$ 29,645 $316,512 $ 280,918
======== ======= =======
</TABLE>
(1) Proceeds from The Pointe were deposited into an escrow account to facilitate
a like-kind exchange transaction.
(2) Fairlane Woods was a participating mortgage note, not an owned community.
In addition to assets disposed of in connection with this disposition strategy,
the Company disposed of two communities in July 1998 in connection with an
agreement executed by Avalon in March 1998 which provided for the buyout of
certain limited partners in DownREIT V Limited Partnership. Net proceeds from
the sale of the two communities, containing an aggregate of 758 apartment homes,
were approximately $44,000.
The following unaudited pro forma information has been prepared as if the
communities sold in connection with the disposition strategy during 1999 and
1998 had been sold as of January 1, 1998. The pro forma financial information is
presented for informational purposes only and is not necessarily indicative of
what actual results would have been nor does it purport to represent the results
of operations for future periods had the dispositions occurred as of January 1,
1998.
<TABLE>
<CAPTION>
Year Ended Year Ended
(Unaudited) (Unaudited)
----------- -----------
12-31-99 12-31-98
<S> <C> <C>
Pro forma revenue $ 481,190 $ 320,027
============= ============
Pro forma net income available
to common stockholders $ 123,841 $ 79,525
============= ============
Per common share:
Pro forma net income - basic $ 1.89 $ 1.56
============= ============
Pro forma net income - diluted $ 1.87 $ 1.54
============= ============
</TABLE>
F-18
<PAGE> 86
Management intends to market additional communities for sale during 2000.
However, there can be no assurance that such assets will be sold, or that such
sales will prove to be beneficial to the Company. The assets targeted for sale
include land, buildings and improvements and furniture, fixtures and equipment,
and are recorded at the lower of cost or fair value less estimated selling
costs. The Company has not recognized a write-down in its real estate to arrive
at net realizable value, although there can be no assurance that the Company can
sell these assets for amounts that equal or exceed its estimates of net
realizable value. At December 31, 1999 and 1998, total real estate, net of
accumulated depreciation, subject to sale totaled $164,758 and $195,394,
respectively. Certain individual assets are secured by mortgage indebtedness
which may be assumed by the purchaser or repaid by the Company from the net
sales proceeds.
The Company's consolidated statements of operations include net income of the
communities held for sale at December 31, 1999 of $11,361, $10,262 and $9,146
for the years ended December 31, 1999, 1998 and 1997, respectively.
8. Commitments and Contingencies
Presale Commitments
The Company occasionally enters into forward purchase commitments with unrelated
third parties which allows the Company to purchase communities upon completion
of construction. As of December 31, 1999, the Company has an agreement to
purchase nine communities with an estimated 2,753 homes for an estimated
aggregate purchase price of $347,052. The Company expects these acquisitions to
close at different times through 2002. However, there can be no assurance that
such acquisitions will be consummated or consummated on the schedule currently
contemplated. As of December 31, 1999 and 1998, the Company had provided interim
construction financing of $145,241 and $67,129, respectively, for these
communities.
Employment Agreements and Arrangements
The Company has entered into employment agreements with five executive officers.
In addition, during 2000 and prior to March 1, 2000, three other senior officers
entered into employment agreements, which are generally similar in structure to
those entered into with executive officers but which do not provide for the same
level of severance payments. The employment agreements provide for severance
payments in the event of a termination of employment (except for a termination
by the Company with cause or a voluntary termination by the employee). The
initial term of these agreements ends on dates that vary between June 4, 2001
and March 29, 2002. The employment agreements provide for one-year automatic
renewals after the initial term unless an advance notice of non-renewal is
provided by either party. Upon a change in control, the agreements provide for
an automatic extension of three years (two years in the case of senior
officers). The employment agreements provide for base salary and incentive
compensation in the form of cash awards, stock options and stock grants subject
to the discretion of, and attainment of performance goals established by, the
Compensation Committee of the Board of Directors.
The employment agreements of the executive officers also provide that base
salary may be increased during the initial term in amounts determined by the
Compensation Committee, and that during any renewal term base salary increases
will be equal to the greater of 5% of the prior year's base salary, a factor
based on increases in the consumer price index, or an amount determined at the
discretion of the Compensation Committee.
During the fourth quarter of 1999, the Company adopted an Officer Severance
Program (the "Program") for the benefit of those officers of the Company who do
not have employment agreements. Under the Program, in the event an officer who
is not otherwise covered by a severance arrangement is terminated without cause
in connection with a change in control (as defined) of the Company, such officer
will generally receive a cash lump sum payment equal to one times the amount of
such officer's base salary and cash bonus.
F-19
<PAGE> 87
Contingencies
The Company is subject to various legal proceedings and claims that arise in the
ordinary course of business. These matters are generally covered by insurance.
While the resolution of these matters cannot be predicted with certainty,
Management believes the final outcome of such matters will not have a material
adverse effect on the financial position or results of operations of the
Company.
9. Value of Financial Instruments
The Company has historically used interest rate swap agreements (the "Swap
Agreements") to reduce the impact of interest rate fluctuations on its variable
rate tax-exempt bonds. The Swap Agreements are held for purposes other than
trading. The amortization of the cost of the Swap Agreements is included in
interest expense. The remaining unamortized cost of the Swap Agreements is
included in prepaid expenses and other assets and is amortized over the
remaining life of the agreements. As of December 31, 1999, the effect of these
Swap Agreements is to fix $190,765 of the Company's tax-exempt debt at an
average interest rate of 6.1% with an average maturity of 7 years.
The off-balance-sheet risk in these contracts includes the risk of a
counterparty not performing under the terms of the contract. The counterparties
to these contracts are major financial institutions with AAA credit ratings by
the Standard & Poor's Ratings Group. The Company monitors the credit ratings of
counterparties and the amount of the Company's debt subject to swap agreements
with any one party. Therefore, the Company believes the likelihood of realizing
material losses from counterparty nonperformance is remote.
The Company has not entered into any interest rate hedge agreements or treasury
locks for its conventional unsecured debt.
Cash and cash equivalent balances are held with various financial institutions
and may at times exceed the applicable Federal Deposit Insurance Corporation
limit. 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 from the
excess of cash and cash equivalent balances over insurance limits is remote.
The following estimated fair values of financial instruments were determined by
Management using available market information and established valuation
methodologies, including discounted cash flows. Accordingly, the estimates
presented are not necessarily indicative of the amounts the Company could
realize on disposition of the financial instruments. The use of different market
assumptions and/or estimation methodologies may have a material effect on the
estimated fair value amounts.
- Cash equivalents, rents receivable, accounts payable and accrued
expenses, and other liabilities are carried at their face amounts,
which reasonably approximate their fair values.
- The Company's unsecured credit facility with an aggregate carrying
value of $178,600 and $329,000 at December 31, 1999 and 1998,
respectively approximates fair value.
Bond indebtedness and notes payable with an aggregate carrying value of
$1,415,047 and $1,155,371 had an estimated aggregate fair value of $1,346,288
and $1,137,411 at December 31, 1999 and 1998, respectively.
10. Segment Reporting
The Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," during 1998. SFAS No. 131 established standards for
reporting financial and descriptive information about operating segments in
annual financial statements. Operating segments are defined as components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision
F-20
<PAGE> 88
maker, or decision making group, in deciding how to allocate resources and in
assessing performance. The Company's chief operating decision making group
consists primarily of the Company's senior officers.
The Company's reportable operating segments include Stable Communities,
Developed Communities and Redeveloped Communities:
- Stable Communities are communities that 1) have attained stabilized
occupancy levels (at least 95% occupancy) and operating costs since the
beginning of the prior calendar year (these communities are also known
as Established Communities); or 2) were acquired after the beginning of
the previous calendar year but were stabilized in terms of occupancy
levels and operating costs at the time of acquisition, and remained
stabilized throughout the end of the current calendar year. Stable
Communities do not include communities where planned redevelopment or
development activities have not yet commenced. The primary financial
measure for this business segment is Net Operating Income ("NOI"),
which represents total revenue less operating expenses and property
taxes. With respect to Established Communities, an additional financial
measure of performance is NOI for the current year as compared against
the prior year and against current year budgeted NOI. With respect to
other Stable Communities, performance is primarily based on reviewing
growth in NOI for the current period as compared against prior periods
within the calendar year and against current year budgeted NOI.
- Developed Communities are communities which completed development and
attained stabilized occupancy and expense levels during the prior
calendar year of presentation. The primary financial measure for this
business segment is Operating Yield (defined as NOI divided by total
capitalized costs). Performance of Developed Communities is based on
comparing Operating Yields against projected yields as determined by
Management prior to undertaking the development activity.
- Redeveloped Communities are communities that completed redevelopment
and attained stabilized occupancy and expense levels during the prior
calendar year of presentation. The primary financial measure for this
business segment is Operating Yield. Performance for Redeveloped
Communities is based on comparing Operating Yields against projected
yields as estimated by Management prior to undertaking the
redevelopment activity.
Other communities owned by the Company which are not included in the above
segments are communities that were under development or redevelopment or
lease-up at any point in time during the applicable calendar year. The primary
performance measure for these assets depends on the stage of development or
redevelopment of the community. While under development or redevelopment,
Management monitors actual construction costs against budgeted costs as well as
economic occupancy. While under lease-up, the primary performance measures for
these assets are projected Operating Yield as defined above, lease-up pace
compared to budget and rent levels compared to budget.
Net Operating Income for each community is generally equal to that community's
contribution to Funds from Operations ("FFO"), except that interest expense
related to indebtedness secured by an individual community and depreciation and
amortization on non-real estate assets are not included in the community's NOI
although such expenses decrease the Company's consolidated net income and FFO.
The segments are classified based on the individual community's status as of the
beginning of the given calendar year. Therefore, each year the composition of
communities within each business segment is adjusted. Accordingly, the amounts
between years are not directly comparable.
F-21
<PAGE> 89
In addition to reporting segments based on the above property types, the Company
previously reported results within these segments based on the East and West
Coast geographic areas. This disclosure was provided as the East and West Coast
geographic areas substantially reflected the operating communities of Avalon and
Bay, respectively, prior to the Merger. Management currently reviews its
operating segments by geographic regions, including Northern and Southern
California, Pacific Northwest, Northeast, Mid-Atlantic and Midwest regions.
Because the various locations within each individual region have similar
economic and other characteristics, Management finds it useful to review the
performance of the Company's communities in those locations on a regional,
aggregated basis.
The accounting policies applicable to the operating segments described above are
the same as those described in the summary of significant accounting policies.
<TABLE>
<CAPTION>
Stable Developed Redeveloped
Communities Communities Communities Other Total
----------- ----------- ----------- ----- -----
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1999
TOTAL, ALL SEGMENTS
Total revenue $ 348,212 $ 32,820 $ 36,476 $ 85,088 $ 502,596
Net Operating Income $ 243,519 $ 24,678 $ 25,959 $ 55,768 $ 349,924
Gross real estate $ 2,386,523 $ 225,841 $ 288,511 $ 1,088,557 $ 3,989,432
NON-ALLOCATED OPERATIONS
Total revenue $ -- $ -- $ -- $ 1,948 $ 1,948
Net Operating Income $ -- $ -- $ -- $ 1,697 $ 1,697
Gross real estate $ -- $ -- $ -- $ 276,994 $ 276,994
TOTAL, AVALONBAY
Total revenue $ 348,212 $ 32,820 $ 36,476 $ 87,036 $ 504,544
Net Operating Income $ 243,519 $ 24,678 $ 25,959 $ 57,465 $ 351,621
Gross real estate $ 2,386,523 $ 225,841 $ 288,511 $ 1,365,551 $ 4,266,426
FOR THE YEAR ENDED DECEMBER 31, 1998
TOTAL, ALL SEGMENTS
Total revenue $ 266,371 $ 13,032 $ 5,907 $ 83,927 $ 369,237
Net Operating Income $ 183,799 $ 9,572 $ 3,744 $ 54,516 $ 251,631
Gross real estate $ 2,488,123 $ 77,655 $ 41,271 $ 1,261,922 $ 3,868,971
NON-ALLOCATED OPERATIONS
Total revenue $ -- $ -- $ -- $ 2,166 $ 2,166
Net Operating Income $ -- $ -- $ -- $ 1,915 $ 1,915
Gross real estate $ -- $ -- $ -- $ 137,485 $ 137,485
TOTAL, AVALONBAY
Total revenue $ 266,371 $ 13,032 $ 5,907 $ 86,093 $ 371,403
Net Operating Income $ 183,799 $ 9,572 $ 3,744 $ 56,431 $ 253,546
Gross real estate $ 2,488,123 $ 77,655 $ 41,271 $ 1,399,407 $ 4,006,456
FOR THE YEAR ENDED DECEMBER 31, 1997
TOTAL, ALL SEGMENTS
Total revenue $ 129,149 $ 10,661 $ -- $ 30,102 $ 169,912
Net Operating Income $ 85,799 $ 7,464 $ -- $ 21,771 $ 115,034
Gross real estate $ 1,043,662 $ 67,119 $ -- $ 402,515 $ 1,513,296
NON-ALLOCATED OPERATIONS
Total revenue $ -- $ -- $ -- $ 1,192 $ 1,192
Net Operating Income $ -- $ -- $ -- $ 410 $ 410
Gross real estate $ -- $ -- $ -- $ 21,690 $ 21,690
TOTAL, AVALONBAY
Total revenue $ 129,149 $ 10,661 $ -- $ 31,294 $ 171,104
Net Operating Income $ 85,799 $ 7,464 $ -- $ 22,181 $ 115,444
Gross real estate $ 1,043,662 $ 67,119 $ -- $ 424,205 $ 1,534,986
</TABLE>
F-22
<PAGE> 90
Operating expenses as reflected on the Consolidated Statements of Operations
include $23,950, $18,264 and $6,048 for the years ended December 31, 1999, 1998
and 1997, respectively, of property management overhead costs that are not
allocated to individual communities. These costs are not reflected in NOI as
shown in the above tables. The amount reflected for "Communities held for sale"
on the Consolidated Balance Sheets is net of $18,141 and $16,603 of accumulated
depreciation as of December 31, 1999 and 1998, respectively.
In June 1998, the Company completed the Merger. For comparative purposes, the
1998 and 1997 segment information for the Company is presented below on a pro
forma basis (unaudited) assuming the Merger had occurred as of January 1, 1997.
<TABLE>
<CAPTION>
Stable Developed Redeveloped
Communities Communities Communities Other Total
-------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDED 12-31-98
Total revenue $ 254,213 $ 51,570 24,173 $ 116,837 $ 446,793
Net Operating Income 173,570 $ 38,895 16,950 $ 75,404 $ 304,819
Current gross real estate $2,107,129 $277,958 $221,961 $1,279,957 $3,887,005
FOR THE YEAR ENDED 12-31-97
Total revenue $ 204,696 $ 10,661 $ 2,926 $ 77,851 $ 296,134
Net Operating Income $ 139,954 $ 7,464 $ 2,210 $ 53,568 $ 203,196
Current gross real estate $1,535,521 $ 67,119 $ 17,797 $1,262,942 $2,883,379
</TABLE>
11. Stock-Based Compensation Plans
The Company has adopted the 1994 Stock Incentive Plan as amended and restated
(the "Plan") for the purpose of encouraging and enabling the Company's officers,
associates and directors to acquire a proprietary interest in the Company and as
a means of aligning management and stockholder interests and expanding
management's long-term perspective. Individuals who are eligible to participate
in the Plan include officers, other associates, outside directors and other key
persons of the Company and its subsidiaries who are responsible for or
contribute to the management, growth or profitability of the Company and its
subsidiaries. The Plan authorizes (i) the grant of stock options that qualify as
incentive stock options under Section 422 of the Internal Revenue Code, (ii) the
grant of stock options that do not so qualify, (iii) grants of shares of
restricted and unrestricted Common Stock, (iv) grants of deferred stock awards,
(v) performance share awards entitling the recipient to acquire shares of Common
Stock and (vi) dividend equivalent rights.
Under the Plan, a maximum of 2,500,000 shares of Common Stock, plus 9.9% of any
net increase in the total number of shares of Common Stock actually outstanding
from time to time after April 13, 1998, may be issued. Notwithstanding the
foregoing, the maximum number of shares of stock for which Incentive Stock
Options may be issued under the Plan shall not exceed 2,500,000 and no awards
shall be granted under the Plan after April 13, 2008. For purposes of this
limitation, shares of Common Stock which are forfeited, canceled and reacquired
by the Company, satisfied without the issuance of Common Stock or otherwise
terminated (other than by exercise) shall be added back to the shares of Common
Stock available for issuance under the Plan. Stock Options with respect to no
more than 300,000 shares of stock may be granted to any one individual
participant during any one calendar year period. Options granted to
officers and employees under the Plan vest over periods determined by the
Compensation Committee of the Board of Directors and expire ten years from the
date of grant. Options granted to
F-23
<PAGE> 91
non-employee directors under the Plan are subject to accelerated vesting under
certain limited circumstances and become exercisable on the first anniversary of
the date of grant and expire ten years from the date of grant. Restricted stock
granted to officers and employees under the Plan vest over periods determined by
the Compensation Committee of the Board of Directors which is generally four
years, with 20% vesting immediately on the grant date and the remaining 80%
vesting equally over the next four years from the date of grant. Restricted
stock granted to non-employee directors vests 20% on the date of issuance and
20% on each of the first four anniversaries of the date of issuance.
Information with respect to stock options granted under the Plan is as follows:
<TABLE>
<CAPTION>
Average
Exercise Price
Shares Per Share
-------------- ----------------
<S> <C> <C>
Options outstanding, December 31, 1996 (1) 722,875 $ 21.70
Exercised (26,251) 21.13
Granted 394,100 36.35
Forfeited (20,350) 26.43
------------- ------------
Options outstanding, December 31, 1997 (1) 1,070,374 $ 27.02
Exercised (164,924) 21.71
Granted 1,225,132 36.81
Forfeited (244,500) 35.25
------------- ------------
Options outstanding, December 31, 1998 (1) 1,886,082 $ 32.74
Exercised (311,989) 25.44
Granted 993,084 32.24
Forfeited (533,903) 36.25
------------- ------------
Options outstanding, December 31, 1999 2,033,274 $ 32.63
============= ============
Options exercisable:
December 31, 1997 343,974 $ 20.91
============= ============
December 31, 1998 656,925 $ 27.26
============= ============
December 31, 1999 682,110 $ 30.33
============= ============
</TABLE>
(1) The information presented for Bay for periods prior to June 4, 1998 is
unaudited.
The following table summarizes information concerning currently outstanding and
exercisable options:
F-24
<PAGE> 92
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------------------------------------- -----------------------------------
Number Outstanding Weighted Average Weighted Weighted
Exercise as of Remaining Average Number Average
Price December 31, 1999 Contractual Life Exercise Price Exercisable Exercise Price
- --------------------------------------------------------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
$18.38 60,000 5.24 $ 18.38 60,000 $ 18.38
19.25 6,000 5.35 19.25 6,000 19.25
19.63 19,450 5.55 19.63 19,450 19.63
20.00 101,300 4.19 20.00 101,300 20.00
20.50 6,000 4.27 20.50 6,000 20.50
23.38 40,000 6.07 23.38 30,000 23.38
25.38 15,000 6.33 25.38 15,000 25.38
27.75 44,700 6.66 27.75 37,200 27.75
31.50 216,500 9.80 31.50 -- --
31.50 50,000 9.80 31.50 -- --
32.00 458,220 9.13 32.00 -- --
32.25 8,000 9.85 32.25 -- --
32.56 10,000 9.09 32.56 -- --
33.69 1,500 9.55 33.69 -- --
33.75 1,500 8.97 33.75 500 33.75
33.75 6,500 8.97 33.75 2,165 33.75
33.81 6,000 9.78 33.81 -- --
33.94 10,000 9.01 33.94 -- --
34.38 30,000 7.38 34.38 30,000 34.38
34.81 1,500 9.49 34.81 -- --
35.31 768 9.64 35.31 -- --
35.31 768 9.71 35.31 -- --
35.38 4,000 9.69 35.38 -- --
35.44 6,000 9.69 35.44 -- --
35.63 1,500 9.68 35.63 -- --
36.00 70,000 9.36 36.00 -- --
36.06 768 9.36 36.06 -- --
36.13 90,000 8.44 36.13 90,000 36.13
36.31 107,100 8.43 36.13 35,664 36.31
36.31 245,000 8.43 36.31 81,585 36.31
36.31 85,500 8.43 36.31 28,472 36.31
36.63 142,700 7.07 36.63 82,700 36.63
36.63 29,500 8.56 36.63 9,824 36.63
37.94 130,000 8.08 37.94 32,500 37.94
38.81 20,000 7.84 38.81 10,000 38.81
39.63 7,500 7.73 39.63 3,750 39.63
=========== ====== ========= ========= =========
2,033,274 8.23 $ 32.63 682,110 $ 30.33
=========== ====== ========= ========= =========
</TABLE>
Options to purchase 3,637,724, 4,488,189 and 348,400 shares of Common Stock were
available for grant under the Plan at December 31, 1999, 1998 and 1997,
respectively.
Before the Merger, Avalon had adopted its 1995 Equity Incentive Plan (the
"Avalon 1995 Incentive Plan"). The 1995 Incentive Plan authorized the grant of
(i) stock options that qualified as incentive stock options under Section 422 of
the Internal Revenue Code, (ii) stock options that did not so qualify, (iii)
shares of restricted and unrestricted common stock, (iv) shares of unrestricted
common stock and (v) dividend equivalent rights.
Under the Avalon 1995 Incentive Plan, a maximum number of 3,315,054 shares (or
2,546,956 shares as adjusted for the Merger) of common stock were issuable, plus
any shares of common stock represented by awards under Avalon's 1993 Stock
Option and Incentive Plan (the "Avalon 1993 Plan") that were forfeited,
canceled, reacquired by Avalon, satisfied without the issuance of common
F-25
<PAGE> 93
stock or otherwise terminated (other than by exercise). Options granted to
officers, non-employee directors and associates under the Avalon 1995 Incentive
Plan generally vested over a three-year term, expire ten years from the date of
grant and are exercisable at the market price on the date of grant.
In connection with the Merger, the exercise prices and the number of options
under the Avalon 1995 Incentive Plan and the Avalon 1993 Plan were adjusted to
reflect the equivalent Bay shares and exercise prices based on the 0.7683 share
conversion ratio used in the Merger. Officers, non-employee directors and
associates with Avalon 1995 Incentive Plan options may exercise their adjusted
number of options for the Company's Common Stock at the adjusted exercise price.
Information with respect to stock options granted under the Avalon 1995
Incentive Plan and the Avalon 1993 Plan is as follows:
<TABLE>
<CAPTION>
Weighted
Average
Exercise Price
Shares Per Share
------------- --------------
<S> <C> <C>
Options outstanding, December 31, 1996 810,557 $ 26.99
Exercised (34,814) 26.83
Granted 930,411 38.02
Forfeited (2,806) 28.89
------------ -------------
Options outstanding, December 31, 1997 1,703,348 $ 33.01
Exercised (49,375) 36.12
Granted 464,227 37.60
Forfeited (65,946) 38.00
------------ -------------
Options outstanding, December 31, 1998 2,052,254 $ 34.05
Exercised (172,977) 26.97
Granted -- --
Forfeited (50,940) 37.61
------------ -------------
Options outstanding, December 31, 1999 1,828,337 $ 34.63
============ =============
Options exercisable:
December 31, 1997 722,023 $ 26.84
============ =============
December 31, 1998 1,014,530 $ 30.26
============ =============
December 31, 1999 1,268,520 $ 33.22
============ =============
</TABLE>
F-26
<PAGE> 94
The following table summarizes information concerning currently outstanding and
exercisable options under the Avalon 1995 Incentive Plan and the Avalon 1993
Plan:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- ---------------------------------------------------------------------- -------------------------------
Number Outstanding Weighted Average Weighted Weighted
Exercise as of Remaining Average Number Average
Price December 31, 1999 Contractual Life Exercise Price Exercisable Exercise Price
- ---------------------------------------------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C>
$26.19 15,366 5.37 $ 26.19 15,366 $ 26.19
26.68 433,876 3.86 26.68 433,876 26.68
26.68 7,683 3.86 26.68 7,683 26.68
27.33 29,529 5.35 27.33 29,529 27.33
27.33 2,305 6.04 27.33 2,305 27.33
27.33 1,152 7.96 27.33 769 27.33
28.15 21,001 6.48 28.15 21,001 28.15
28.31 15,366 6.37 28.31 15,366 28.31
30.10 4,610 4.37 30.10 4,610 30.10
30.26 4,610 6.69 30.26 4,610 30.26
34.98 9,604 6.96 34.98 9,604 34.98
35.31 30,732 7.36 35.31 30,732 35.31
36.44 1,921 7.68 36.44 1,281 36.44
36.61 50,452 8.41 36.61 16,799 36.61
36.69 1,921 8.32 36.69 640 36.69
37.18 5,762 8.37 37.18 1,919 37.18
37.26 384 8.27 37.26 - -
37.58 355,000 8.19 37.58 118,215 37.58
37.66 35,726 7.87 37.66 23,829 37.66
38.15 782,898 7.83 38.15 522,193 38.15
38.72 768 7.86 38.72 512 38.72
39.29 3,457 7.96 39.29 2,306 39.29
39.70 1,921 7.80 39.70 1,281 39.70
39.86 12,293 8.01 39.86 4,094 39.86
========= ====== ========= ========= =========
1,828,337 6.84 $ 34.63 1,268,520 $ 33.22
========= ====== ========= ========= =========
</TABLE>
As of June 4, 1998, the date of the Merger, options ceased to be granted under
the Avalon 1995 Incentive Plan. Accordingly, there were no options to purchase
shares of Common Stock available for grant under the Avalon 1995 Incentive Plan
at December 31, 1999 or 1998. Options to purchase 561,232 shares of Common Stock
were available for grant under the Avalon 1995 Incentive Plan at December 31,
1997.
The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations in accounting for its
Plans. Accordingly, no compensation expense has been recognized for the stock
option portion of the stock-based compensation plan. Had compensation expense
for the Company's stock option plan been determined based on the fair value at
the grant date for awards under the Plan consistent with the methodology
prescribed under SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company's net income and earnings per share would have been reduced to the
following pro forma amounts (unaudited):
F-27
<PAGE> 95
<TABLE>
<CAPTION>
Pro Forma
----------------------------------------------------------
Year ended Year ended Year ended
12-31-99 12-31-98 12-31-97
------------------ ----------------- ----------------
<S> <C> <C> <C>
Income before extraordinary items $ 171,748 $ 121,198 $ 65,505
=========== =========== ==========
Net income $ 171,748 $ 120,953 $ 64,322
=========== =========== ==========
Income before extraordinary item per common share - basic $ 2.01 $ 1.82 $ 1.62
=========== =========== ==========
Income before extraordinary item per common share - diluted $ 2.00 $ 1.80 $ 1.61
=========== =========== ==========
Net income per share - basic $ 2.01 $ 1.82 $ 1.57
=========== =========== ==========
Net income per share - diluted $ 2.00 $ 1.79 $ 1.56
=========== =========== ==========
</TABLE>
The fair value of the options granted during 1999 is estimated at $3.40 per
share on the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 6.10%, volatility of 17.04%, risk free
interest rates of 5.54%, actual number of forfeitures, and an expected life of
approximately 3 years. The fair value of the options granted during 1998 is
estimated at $3.72 per share on the date of grant using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 5.96%,
volatility of 16.77%, risk free interest rates of 5.55%, actual number of
forfeitures, and an expected life of approximately 3 years. The fair value of
the options granted during 1997 is estimated at $5.13 per share on the date of
grant using the Binomial option pricing model with the following assumptions:
dividend yield ranging from 5.0% to 5.5%, volatility factor of the expected
market price of the Company's Common Stock of .142, risk free interest rate
ranging from 5.8% to 6.7% and a weighted-average expected life of the options of
8 years.
In connection with the Merger, the Company adopted the 1996 Non-Qualified
Employee Stock Purchase Plan, as amended and restated (the "1996 ESP Plan"). The
primary purpose of the 1996 ESP Plan is to encourage Common Stock ownership by
eligible directors, officers and associates (the "Participants") in the belief
that such ownership will increase each Participant's interest in the success of
the Company. Until January 1, 2000, the 1996 ESP Plan provided for two purchase
periods per year. A purchase period was a six month period beginning each
January 1 and July 1 and ending each June 30 and December 31, respectively.
Beginning on January 1, 2000, there will be one purchase period per year, which
will begin May 1 and end October 31. Participants may contribute portions of
their compensation during a purchase period and purchase Common Stock at the end
thereof. One million shares of Common Stock are reserved for issuance under the
1996 ESP Plan. Participation in the 1996 ESP Plan entitles each Participant to
purchase Common Stock at a price which is equal to the lesser of 85% of the
closing price for a share of stock on the first day of such purchase period or
85% of the closing price on the last day of such purchase period. The Company
issued 35,408 and 23,396 shares under the 1996 ESP Plan for the two purchase
periods during the years ending December 31, 1999 and 1998, respectively.
F-28
<PAGE> 96
12. Quarterly Financial Information (Unaudited)
The following summary represents the quarterly results of operations for the
years ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
Three months ended
-----------------------------------------------------------------------
1999 March 31 June 30 September 30 December 31
- ---- -------------- --------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Total revenue $ 118,632 $ 122,822 $ 130,747 $ 132,343
Net income available to common stockholders $ 6,355 $ 52,977 $ 24,336 $ 48,829
Net income per common share - basic $ 0.10 $ 0.81 $ 0.37 $ 0.74
Net income per common share - diluted $ 0.10 $ 0.80 $ 0.37 $ 0.73
</TABLE>
<TABLE>
<CAPTION>
Three months ended
------------------------------------------------------------------
1998 March 31 June 30 September 30 December 31
- ---- ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Total revenue $ 56,370 $ 77,297 $ 118,129 $ 119,607
Net income available to common stockholders $ 13,955 $ 13,815 $ 22,089 $ 45,544
Net income per common share - basic $ 0.43 $ 0.33 $ 0.34 $ 0.71
Net income per common share - diluted $ 0.42 $ 0.32 $ 0.34 $ 0.70
</TABLE>
The sum of the quarterly net income per common share, basic and diluted, for
1998 are not equal to the full year amounts primarily because of fluctuations in
quarterly net income during the year.
13. Subsequent Events
During January 2000, the Company sold one community, Avalon Chase, a 360
apartment home community located in Marlton, New Jersey. The net proceeds of
approximately $29,325 from the sale of this community will be redeployed to
development and redevelopment communities. Pending such redeployment, the
proceeds from the sale of this community were primarily used to repay amounts
outstanding under the Company's Unsecured Facility.
During January 2000, the Company entered into a joint venture agreement with an
entity controlled by Multi-Employer Development Partners ("MEDP") to develop
Avalon on the Sound, a 412 apartment high rise community in New Rochelle, New
York with total capitalized costs estimated to be $93,300. The terms of the
limited liability company agreement anticipate a capital structure, after
completion of construction, that is comprised of 60% equity and 40% debt. Equity
contributions will be funded 25% by the Company and 75% by MEDP. Construction
financing that converts to long-term financing following completion will provide
the debt capital. Operating cash flow will be distributed 25% to the Company and
75% to MEDP until each receives a 9% return on invested capital. Thereafter,
operating cash flow will be distributed equally to the Company and MEDP. Upon a
sale to a third party, cash is distributed first to each partner until capital
contributions are recovered. Thereafter, sales proceeds are distributed based
upon achievement of certain internal rate of return levels ("IRR").
Distributions that result in an IRR to MEDP and the Company of 12-15% are made
40% to the Company and 60% to MEDP. Thereafter, sales proceeds are distributed
equally to the Company and MEDP. Following the third year after completion of
construction, buy-sell provisions are in effect. The Company will receive
construction, development and management fees for services rendered to the joint
venture.
F-29
<PAGE> 97
SCHEDULE III
AVALONBAY COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------- Costs
Building/ Subsequent
Construction to
in Progress & Acquisition/
Land Improvements Construction
----------- -------------- -------------
<S> <C> <C> <C>
Current Communities
Waterford 11,324 45,717 736
Hampton Place 10,746 43,399 444
Hacienda Gardens 11,610 46,552 800
Amador Oaks 5,276 19,651 1,788
Willow Creek 6,581 26,583 480
Alicante 4,271 17,282 456
Barrington Hills 3,574 14,357 427
Parc Centre at Union Square 4,249 16,820 489
Governor's Square 3,316 13,244 4,431
Crown Ridge 5,982 16,885 7,572
Sunset Towers 3,561 21,324 3,205
City Heights 5,403 21,567 422
Village Square 4,726 19,130 196
Avalon Towers by the Bay 9,154 56,240 469
Crossbrook 3,389 14,816 780
Cedar Ridge 4,230 9,666 11,629
Regatta Bay 7,852 31,445 1,397
Sea Ridge 6,125 24,796 60
Toscana 20,713 99,425 -
Carriage Square 11,933 48,313 406
Canyon Creek 11,830 47,828 171
CountryBrook 9,384 34,794 3,343
The Arbors 3,414 15,473 12,675
Avalon at Creekside 6,546 26,301 4,931
The Fountains at River Oaks 8,904 35,126 1,540
Parkside Commons 7,406 29,823 142
Villa Mariposa 9,755 39,419 207
San Marino 6,607 26,673 206
The Promenade 6,786 27,388 167
Foxchase I & II 11,340 45,532 784
Glen Creek 3,598 14,527 212
Fairway Glen 3,341 13,338 368
CentreMark 9,099 39,244 504
Avalon on the Alameda 5,396 50,009 404
Rosewalk at Waterford Park I 11,177 44,896 167
Rosewalk at Waterford Park II 4,637 16,750 234
ViewPointe 23,828 40,375 6,626
Lakeside 22,483 28,207 5,056
Avalon Westside Terrace 5,878 23,708 7,221
Arbor Heights 2,984 17,927 8,547
Warner Oaks 7,045 12,986 6,037
TimberWood 1,210 8,607 4,919
SunScape 6,663 21,647 8,675
Avalon at Pacific Bay 4,871 19,745 7,076
Mill Creek 4,709 16,063 3,362
Villa Serena 4,607 17,001 1,933
<CAPTION>
Total Cost
----------------------------------------
Building/
Construction
in Progress &
Land Improvements Total
------------ ---------------- ----------
<S> <C> <C> <C>
Current Communities
Waterford 11,324 46,453 57,777
Hampton Place 10,746 43,843 54,589
Hacienda Gardens 11,610 47,352 58,962
Amador Oaks 5,276 21,439 26,715
Willow Creek 6,581 27,063 33,644
Alicante 4,271 17,738 22,009
Barrington Hills 3,574 14,784 18,358
Parc Centre at Union Square 4,249 17,309 21,558
Governor's Square 3,316 17,675 20,991
Crown Ridge 5,982 24,457 30,439
Sunset Towers 3,561 24,529 28,090
City Heights 5,403 21,989 27,392
Village Square 4,726 19,326 24,052
Avalon Towers by the Bay 9,154 56,709 65,863
Crossbrook 3,389 15,596 18,985
Cedar Ridge 4,230 21,295 25,525
Regatta Bay 7,852 32,842 40,694
Sea Ridge 6,125 24,856 30,981
Toscana 20,713 99,425 120,138
Carriage Square 11,933 48,719 60,652
Canyon Creek 11,830 47,999 59,829
CountryBrook 9,384 38,137 47,521
The Arbors 3,414 28,148 31,562
Avalon at Creekside 6,546 31,232 37,778
The Fountains at River Oaks 8,904 36,666 45,570
Parkside Commons 7,406 29,965 37,371
Villa Mariposa 9,755 39,626 49,381
San Marino 6,607 26,879 33,486
The Promenade 6,786 27,555 34,341
Foxchase I & II 11,340 46,316 57,656
Glen Creek 3,598 14,739 18,337
Fairway Glen 3,341 13,706 17,047
CentreMark 9,099 39,748 48,847
Avalon on the Alameda 5,396 50,413 55,809
Rosewalk at Waterford Park I 11,177 45,063 56,240
Rosewalk at Waterford Park II 4,637 16,984 21,621
ViewPointe 23,828 47,001 70,829
Lakeside 22,483 33,263 55,746
Avalon Westside Terrace 5,878 30,929 36,807
Arbor Heights 2,984 26,474 29,458
Warner Oaks 7,045 19,023 26,068
TimberWood 1,210 13,526 14,736
SunScape 6,663 30,322 36,985
Avalon at Pacific Bay 4,871 26,821 31,692
Mill Creek 4,709 19,425 24,134
Villa Serena 4,607 18,934 23,541
<CAPTION>
Total Cost, Net Year of
Accumulated of Accumulated Completion/
Depreciation Depreciation Encumbrances Acquisition
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Current Communities
Waterford 2,601 55,176 33,100 1985/86
Hampton Place 2,404 52,185 - 1992/94
Hacienda Gardens 2,612 56,350 - 1988/94
Amador Oaks 1,188 25,527 - 1989/97
Willow Creek 1,642 32,002 - 1985/94
Alicante 971 21,038 - 1992/94
Barrington Hills 827 17,531 12,843 1986/94
Parc Centre at Union Square 967 20,591 - 1973/96
Governor's Square 816 20,175 13,923 1976/97
Crown Ridge 1,367 29,072 - 1973/96
Sunset Towers 1,499 26,591 - 1961/96
City Heights 1,219 26,173 20,263 1990/95
Village Square 1,058 22,994 - 1972/94
Avalon Towers by the Bay 477 65,386 - 1999
Crossbrook 793 18,192 8,273 1986/94
Cedar Ridge 1,133 24,392 - 1975/97
Regatta Bay 1,829 38,865 - 1973/94
Sea Ridge 1,364 29,617 17,026 1971/95
Toscana 4,993 115,145 - 1997
Carriage Square 2,672 57,980 - 1995
Canyon Creek 2,585 57,244 37,535 1995
CountryBrook 2,126 45,395 19,264 1985/96
The Arbors 1,219 30,343 12,870 1966/97
Avalon at Creekside 1,494 36,284 - 1962/97
The Fountains at River Oaks 1,978 43,592 - 1990/96
Parkside Commons 1,647 35,724 - 1991/96
Villa Mariposa 2,144 47,237 18,300 1986
San Marino 1,482 32,004 - 1984/88
The Promenade 1,522 32,819 - 1987/95
Foxchase I & II 2,411 55,245 26,400 1986/87
Glen Creek 821 17,516 - 1989
Fairway Glen 748 16,299 9,580 1986
CentreMark 1,467 47,380 - 1999
Avalon on the Alameda 1,018 54,791 - 1999
Rosewalk at Waterford Park I 2,473 53,767 - 1997
Rosewalk at Waterford Park II 428 21,193 - 1999
ViewPointe 2,730 68,099 - 1989/97
Lakeside 2,097 53,649 - 1969/97
Avalon Westside Terrace 1,440 35,367 - 1966/97
Arbor Heights 1,191 28,267 - 1970/97
Warner Oaks 840 25,228 - 1979/98
TimberWood 787 13,949 - 1972/97
SunScape 1,854 35,131 - 1972/97
Avalon at Pacific Bay 1,171 30,521 - 1971/97
Mill Creek 1,098 23,036 - 1973/96
Villa Serena 1,077 22,464 - 1990/97
</TABLE>
F-30
<PAGE> 98
AVALONBAY COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Initial Cost
-----------------------------
Building/ Costs
Construction Subsequent
in Progress & to
Land Improvements Construction
----------- -------------- -------------
<S> <C> <C> <C>
Amberway 10,285 7,249 3,455
Laguna Brisas 656 16,588 1,376
Lafayette Place 1,975 3,831 4,283
Larkspur Canyon 2,517 9,258 1,079
Mission Bay Club 9,922 40,633 10,001
Gateway Tower 2,768 20,134 1,424
Mission Woods 2,710 10,924 7,910
SummerWalk 2,760 9,391 1,946
Waterhouse Place 2,109 13,514 5,048
The Verandas at Bear Creek 6,786 27,035 561
Gallery Place 4,558 17,504 3,872
Avalon Ridge 3,066 18,268 7,258
Avalon Westhaven 2,316 6,769 3,434
Avalon at Prudential Center 25,811 103,233 2,893
Longwood Towers 4,219 35,484 2,102
Avalon at Center Place - 26,816 179
Avalon Summit 1,743 14,654 71
Avalon at Lexington 2,124 12,599 189
Avalon at Faxon Park 1,136 13,960 135
Avalon West 943 9,881 -
Avalon Oaks 2,129 18,139 306
Avalon Walk I & II 9,102 48,796 736
Avalon Glen 5,956 23,993 774
Avalon Gates 4,414 31,305 46
Hanover Hall 7,510 29,750 1,635
Avalon Springs 2,116 14,512 1
Avalon Valley 2,277 22,516 402
Avalon Lake 3,314 13,163 203
Avalon Pavilions 11,256 45,159 1,093
Avalon Commons 4,679 28,552 24
Avalon Towers 3,118 12,712 604
Avalon Court 3,083 15,862 9
Avalon Cove 8,760 82,356 40
The Tower at Avalon Cove 3,738 43,002 404
Avalon Chase 4,718 18,992 220
Avalon Watch 5,585 22,394 759
Avalon Crest 11,468 42,899 526
Avalon Run East 1,579 14,668 -
Avalon Gardens 8,428 45,561 149
Avalon View 3,529 14,140 262
Avalon Green 1,820 10,525 187
The Avalon 2,489 25,466 173
Avalon at Fairway Hills I & II 8,612 34,463 708
Avalon at Symphony Glen 1,594 6,384 528
Avalon Landing 1,849 7,409 167
Avalon Birches 2,678 10,842 281
Avalon Pines 1,714 6,958 121
Avalon at Ballston - Vermont & Quincy Towers 9,340 37,360 173
Avalon Crescent 13,851 43,401 -
<CAPTION>
Total Cost
----------------------------------------
Building/
Construction
in Progress &
Land Improvements Total
------------ ---------------- ----------
<S> <C> <C> <C>
Amberway 10,285 10,704 20,989
Laguna Brisas 656 17,964 18,620
Lafayette Place 1,975 8,114 10,089
Larkspur Canyon 2,517 10,337 12,854
Mission Bay Club 9,922 50,634 60,556
Gateway Tower 2,768 21,558 24,326
Mission Woods 2,710 18,834 21,544
SummerWalk 2,760 11,337 14,097
Waterhouse Place 2,109 18,562 20,671
The Verandas at Bear Creek 6,786 27,596 34,382
Gallery Place 4,558 21,376 25,934
Avalon Ridge 3,066 25,526 28,592
Avalon Westhaven 2,316 10,203 12,519
Avalon at Prudential Center 25,811 106,126 131,937
Longwood Towers 4,219 37,586 41,805
Avalon at Center Place - 26,995 26,995
Avalon Summit 1,743 14,725 16,468
Avalon at Lexington 2,124 12,788 14,912
Avalon at Faxon Park 1,136 14,095 15,231
Avalon West 943 9,881 10,824
Avalon Oaks 2,129 18,445 20,574
Avalon Walk I & II 9,102 49,532 58,634
Avalon Glen 5,956 24,767 30,723
Avalon Gates 4,414 31,351 35,765
Hanover Hall 7,510 31,385 38,895
Avalon Springs 2,116 14,513 16,629
Avalon Valley 2,277 22,918 25,195
Avalon Lake 3,314 13,366 16,680
Avalon Pavilions 11,256 46,252 57,508
Avalon Commons 4,679 28,576 33,255
Avalon Towers 3,118 13,316 16,434
Avalon Court 3,083 15,871 18,954
Avalon Cove 8,760 82,396 91,156
The Tower at Avalon Cove 3,738 43,406 47,144
Avalon Chase 4,718 19,212 23,930
Avalon Watch 5,585 23,153 28,738
Avalon Crest 11,468 43,425 54,893
Avalon Run East 1,579 14,668 16,247
Avalon Gardens 8,428 45,710 54,138
Avalon View 3,529 14,402 17,931
Avalon Green 1,820 10,712 12,532
The Avalon 2,489 25,639 28,128
Avalon at Fairway Hills I & II 8,612 35,171 43,783
Avalon at Symphony Glen 1,594 6,912 8,506
Avalon Landing 1,849 7,576 9,425
Avalon Birches 2,678 11,123 13,801
Avalon Pines 1,714 7,079 8,793
Avalon at Ballston - Vermont & Quincy Towers 9,340 37,533 46,873
Avalon Crescent 13,851 43,401 57,252
<CAPTION>
Total Cost, Net Year of
Accumulated of Accumulated Completion/
Depreciation Depreciation Encumbrances Acquisition
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Amberway 569 20,420 - 1983/98
Laguna Brisas 1,076 17,544 10,400 1988/98
Lafayette Place 465 9,624 - 1956/96
Larkspur Canyon 594 12,260 7,445 1984/96
Mission Bay Club 2,287 58,269 - 1969/97
Gateway Tower 1,301 23,025 - 1973/98
Mission Woods 1,043 20,501 - 1960/97
SummerWalk 650 13,447 - 1982/97
Waterhouse Place 979 19,692 - 1990/97
The Verandas at Bear Creek 1,488 32,894 - 1998
Gallery Place 1,230 24,704 11,272 1991/97
Avalon Ridge 1,112 27,480 18,755 1987/88
Avalon Westhaven 543 11,976 - 1989/97
Avalon at Prudential Center 5,300 126,637 - 1998
Longwood Towers 4,232 37,573 - 1993
Avalon at Center Place 2,267 24,728 - 1997
Avalon Summit 1,823 14,645 - 1996
Avalon at Lexington 2,280 12,632 14,602 1994
Avalon at Faxon Park 967 14,264 - 1998
Avalon West 1,155 9,669 8,632 1996
Avalon Oaks 538 20,036 - 1999
Avalon Walk I & II 8,691 49,943 12,541 1992/94
Avalon Glen 4,432 26,291 - 1991
Avalon Gates 2,752 33,013 - 1997
Hanover Hall 1,146 37,749 - 1961/98
Avalon Springs 1,383 15,246 - 1996
Avalon Valley 508 24,687 - 1999
Avalon Lake 293 16,387 - 1999
Avalon Pavilions 8,873 48,635 - 1990/92
Avalon Commons 2,366 30,889 - 1997
Avalon Towers 1,728 14,706 - 1995
Avalon Court 1,211 17,743 - 1997
Avalon Cove 8,054 83,102 - 1997
The Tower at Avalon Cove 988 46,156 - 1999
Avalon Chase 2,225 21,705 - 1996
Avalon Watch 4,629 24,109 - 1988
Avalon Crest 843 54,050 - 1999
Avalon Run East 1,623 14,624 - 1996
Avalon Gardens 3,063 51,075 - 1998
Avalon View 2,819 15,112 18,795 1993
Avalon Green 1,610 10,922 - 1995
The Avalon 318 27,810 - 1999
Avalon at Fairway Hills I & II 4,659 39,124 11,500 1987/96
Avalon at Symphony Glen 1,377 7,129 9,780 1986
Avalon Landing 1,178 8,247 6,721 1995
Avalon Birches 1,723 12,078 - 1995
Avalon Pines 852 7,941 5,226 1996
Avalon at Ballston - Vermont & Quincy Towers 3,553 43,320 - 1997
Avalon Crescent 3,880 53,372 - 1996
</TABLE>
F-31
<PAGE> 99
AVALONBAY COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
(Dollars in thousands)
<TABLE>
<CAPTION>
Initial Cost
----------------------------
Building/ Costs
Construction Subsequent
in Progress & to
Land Improvements Construction
----------- -------------- -------------
<S> <C> <C> <C>
Avalon at Ballston - Washington Towers 7,291 29,177 540
Avalon at Cameron Court 10,292 32,569 362
AutumnWoods 6,096 24,400 294
Avalon at Fair Lakes 4,334 19,091 36
Avalon at Dulles 2,302 9,215 227
Avalon at Providence Park 2,152 8,907 91
Avalon Woods 1,490 6,643 528
Avalon at Decoverly 6,157 24,800 301
Avalon Knoll 1,528 6,136 509
Avalon Fields I & II 4,047 18,431 186
Avalon Crossing 2,207 11,683 -
4100 Massachusetts Avenue 6,848 27,614 681
Avalon at Danada Farms 7,535 30,444 89
Avalon at West Grove 5,149 21,473 2,537
Avalon at Stratford Green 4,326 17,569 13
Avalon at Devonshire 7,250 29,641 21
The Gates of Edinburg 3,541 14,758 136
Avalon at Town Centre 3,450 14,449 37
Avalon at Town Square 2,099 8,642 12
Avalon at Woodbury 5,033 20,470 5
----------- -------------- -------------
679,750 2,885,715 196,046
----------- -------------- -------------
Development Communities
- -----------------------
Avalon Corners 4,214 25,963 -
Avalon Court North 3,996 34,515 -
Avalon Willow 4,139 34,963 -
Avalon at Fox Mill 1,989 16,894 -
Avalon Essex - 14,727 -
Avalon Haven - 3,033 -
Avalon at Florham Park - 16,880 -
Avalon River Mews - 20,747 -
Avalon Bellevue - 9,543 -
Avalon at Arlington Square I - 25,859 -
Avalon on the Sound - 4,022 -
Avalon Estates - 2,623 -
----------- -------------- -------------
14,338 209,769 -
----------- -------------- -------------
Corporate 3,579 10,596 266,633
----------- -------------- -------------
697,667 3,106,080 462,679
=========== ============== =============
<CAPTION>
Total Cost
----------------------------------------
Building/
Construction
in Progress &
Land Improvements Total
------------ ---------------- ----------
<S> <C> <C> <C>
Avalon at Ballston - Washington Towers 7,291 29,717 37,008
Avalon at Cameron Court 10,292 32,931 43,223
AutumnWoods 6,096 24,694 30,790
Avalon at Fair Lakes 4,334 19,127 23,461
Avalon at Dulles 2,302 9,442 11,744
Avalon at Providence Park 2,152 8,998 11,150
Avalon Woods 1,490 7,171 8,661
Avalon at Decoverly 6,157 25,101 31,258
Avalon Knoll 1,528 6,645 8,173
Avalon Fields I & II 4,047 18,617 22,664
Avalon Crossing 2,207 11,683 13,890
4100 Massachusetts Avenue 6,848 28,295 35,143
Avalon at Danada Farms 7,535 30,533 38,068
Avalon at West Grove 5,149 24,010 29,159
Avalon at Stratford Green 4,326 17,582 21,908
Avalon at Devonshire 7,250 29,662 36,912
The Gates of Edinburg 3,541 14,894 18,435
Avalon at Town Centre 3,450 14,486 17,936
Avalon at Town Square 2,099 8,654 10,753
Avalon at Woodbury 5,033 20,475 25,508
------------ ---------------- ----------
679,750 3,081,761 3,761,511
------------ ---------------- ----------
Development Communities
- -----------------------
Avalon Corners 4,214 25,963 30,177
Avalon Court North 3,996 34,515 38,511
Avalon Willow 4,139 34,963 39,102
Avalon at Fox Mill 1,989 16,894 18,883
Avalon Essex - 14,727 14,727
Avalon Haven - 3,033 3,033
Avalon at Florham Park - 16,880 16,880
Avalon River Mews - 20,747 20,747
Avalon Bellevue - 9,543 9,543
Avalon at Arlington Square I - 25,859 25,859
Avalon on the Sound - 4,022 4,022
Avalon Estates - 2,623 2,623
------------ ---------------- ----------
14,338 209,769 224,107
------------ ---------------- ----------
Corporate 3,579 277,229 280,808
------------ ---------------- ----------
697,667 3,568,759 4,266,426
============ ================ ==========
<CAPTION>
Total Cost, Net Year of
Accumulated of Accumulated Completion/
Depreciation Depreciation Encumbrances Acquisition
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Avalon at Ballston - Washington Towers 5,524 31,484 - 1990
Avalon at Cameron Court 1,949 41,274 - 1998
AutumnWoods 2,479 28,311 - 1996
Avalon at Fair Lakes 1,266 22,195 - 1998
Avalon at Dulles 1,895 9,849 12,360 1986
Avalon at Providence Park 752 10,398 - 1997
Avalon Woods 1,461 7,200 - 1994
Avalon at Decoverly 3,471 27,787 - 1995
Avalon Knoll 1,579 6,594 13,580 1985
Avalon Fields I & II 2,045 20,619 11,756 1998
Avalon Crossing 1,275 12,615 - 1996
4100 Massachusetts Avenue 4,881 30,262 - 1982
Avalon at Danada Farms 2,050 36,018 - 1997
Avalon at West Grove 1,524 27,635 - 1967
Avalon at Stratford Green 1,190 20,718 - 1997
Avalon at Devonshire 2,062 34,850 27,305 1988
The Gates of Edinburg 834 17,601 - 1992
Avalon at Town Centre 988 16,948 - 1986
Avalon at Town Square 599 10,154 - 1986
Avalon at Woodbury 338 25,170 - 1999
--------------- ---------------- ---------------
219,118 3,542,393 430,047
--------------- ---------------- ---------------
Development Communities
- -----------------------
Avalon Corners 135 30,042 -
Avalon Court North 269 38,242 -
Avalon Willow 502 38,600 -
Avalon at Fox Mill 129 18,754 -
Avalon Essex - 14,727 -
Avalon Haven - 3,033 -
Avalon at Florham Park - 16,880 -
Avalon River Mews - 20,747 -
Avalon Bellevue - 9,543 -
Avalon at Arlington Square I - 25,859 -
Avalon on the Sound - 4,022 -
Avalon Estates - 2,623 -
--------------- ---------------- ---------------
1,035 223,072 -
--------------- ---------------- ---------------
Corporate 4,950 275,858 -
--------------- ---------------- ---------------
225,103 4,041,323 430,047
=============== ================ ===============
</TABLE>
F-32
<PAGE> 100
AVALONBAY COMMUNITIES, INC.
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
(Dollars in thousands)
Depreciation of AvalonBay Communities, Inc. building, improvements, upgrades and
furniture, fixtures and equipment (FF&E) is calculated over the following useful
lives, on a straight line basis:
Building - 30 years
Improvements, upgrades and FF&E - not to exceed 7 years
The aggregate cost of total real estate for Federal income tax purposes was
approximately $4.3 billion at December 31, 1999.
The changes in total real estate assets for the years ended December 31, 1999,
1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------
1998 1997
1999 (Revised) (Revised)
----------- --------- ----------
<S> <C> <C> <C>
Balance, beginning of period $ 4,006,456 $1,534,986 $1,081,906
Acquisitions, Construction Costs
and Improvements 519,381 2,622,427 515,976
Reclassification to investments in JV's -- -- (45,527)
Dispositions (259,411) (150,957) (17,369)
----------- ---------- ----------
Balance, end of period $ 4,266,426 $4,006,456) $1,534,986
=========== ========== ==========
</TABLE>
The changes in accumulated depreciation for the years ended December 31, 1999,
1998 and 1997, are as follows:
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------
1998 1997
1999 (Revised) (Revised)
----------- --------- ---------
<S> <C> <C> <C>
Balance, beginning of period $ 137,374 $ 69,932 $ 44,547
Depreciation for period 107,928 75,614 26,854
Dispositions (20,199) (8,172) (1,469)
--------- -------- -------
Balance, end of period $ 225,103 $137,374 $69,932
========= ======== =======
</TABLE>
F-33
<PAGE> 1
Exhibit 10.41
August 26, 1999
Ms. Debra L. Shotwell
1272 Chianti Court
Pleasanton, CA 94566
Dear Debbie:
This letter agreement ("Agreement") confirms the terms of your resignation
from employment with AvalonBay Communities, Inc. ("Company," a term which for
purposes of this Agreement includes its related or affiliated entities).
1. Resignation Date. Your resignation from employment as Senior Vice
President-Administration and all other offices and positions with the Company
shall be effective August 10, 1999 ("Date of Resignation"). By entering into
this Agreement, you are also acknowledging your resignation, as of the Date of
Resignation, as a director or officer of any entity that is related or
affiliated to the Company.
2. Severance Pay. In recognition of your service to the Company, and in
full satisfaction of any and all claims you may have against the Company (other
than with respect to payment of accrued base salary through the Date of
Resignation, your rights under restricted stock agreements and option
agreements, and any benefits you may be entitled to through December 31, 1999 as
a result of prepaid premiums that the Company may have heretofore paid under
your split dollar life and disability plans) as more fully set forth in Section
4, promptly after execution of this Agreement the Company shall pay to you One
Hundred Fifty Thousand Dollars ($150,000), subject to applicable deductions and
withholdings and less any monies you owe to the Company on account of loans that
the Company previously made to you (approximately $8,400).
3. Restricted Stock and Stock Options.
(a) Your right to exercise following the Date of Resignation any stock
options you may have shall be governed by the provisions regarding such options
in the applicable stock option agreements and the applicable stock option plan
of the Company. For convenience, Exhibit A hereto sets forth the options (with
applicable option exercise prices and expiration dates) in which you are vested
as of the Date of Resignation. You acknowledge that all other options have
lapsed or will terminate.
(b) For convenience, Exhibit B sets forth a list of all shares of
restricted stock you were granted and that (to the extent you have not already
disposed of) you will retain following the Date of Resignation. To the extent
the Company has not already done so, upon the execution of this Agreement the
Company shall promptly deliver to you certificates representing such shares with
no restrictive legends, and such shares shall be freely transferable by you
subject to applicable securities laws.
<PAGE> 2
Ms. Debra L. Shotwell
August 26, 1999
Page 2
(c) You acknowledge that the Company has advised you to consult an
attorney regarding your continued obligations under Section 16 of the Securities
Exchange Act of 1934, as amended, as well as other federal and state securities
(including insider trading) laws.
4. Release of Claims. The parties agree that the payments to you under
Section 2 of this Agreement are in full satisfaction of all claims you may have
in respect of your employment by the Company or its affiliates and are provided
as the sole and exclusive benefits to be provided to you in respect of the
resignation of your employment. To effectuate that agreement, you hereby
covenant and agree as follows:
(a) You, on behalf of yourself and your successors, heirs, assigns,
executors, administrators and/or estate, hereby irrevocably and unconditionally
release, acquit and forever discharge the Company, its subsidiaries, divisions
and related or affiliated entities, and each of their respective predecessors,
successors or assigns, and the officers, directors, partners, shareholders,
representatives, employees and agents of each of the foregoing (the
"Releasees"), from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs actually incurred), known or unknown, that directly or
indirectly arise out of, relate to or concern your employment or termination of
employment with the Company ("Claims"), which you have, own or hold, or at any
time heretofore had, owned or held against the Releasees up to the date on which
you execute this Agreement, including without limitation, express or implied,
all Claims for: breach of express or implied contract; promissory estoppel;
fraud, deceit or misrepresentation; intentional, reckless or negligent
infliction of emotional distress; breach of any express or implied covenant of
employment, including the covenant of good faith and fair dealing; interference
with contractual or advantageous relations; discrimination on any basis under
federal, state or local law, including without limitation, Title VII of the
Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as
amended, and the California Fair Employment and Housing Act, Cal. Gov't. Code ??
12940, et seq., as amended; and all claims for defamation or damaged reputation.
(b) You acknowledge that you are familiar with Section 1542 of the
California Civil Code, which reads as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.
You acknowledge and agree that you are releasing unknown claims and waive all
rights that you may have under Civil Code Section 1542 or under any other
statute or common law principle of similar effect.
(c) You represent and warrant that you have not filed any complaints
or charges asserting any Claims against the Releasees with any local, state or
federal agency or court. You further
<PAGE> 3
Ms. Debra L. Shotwell
August 26, 1999
Page 3
represent and warrant that you have not assigned or transferred to any person or
entity any Claims or any part or portion thereof.
(d) You agree that you will not hereafter pursue any Claim against any
Releasee by filing a lawsuit in any local, state or federal court for or on
account of anything which has occurred up to the present time as a result of
your employment, and you shall not seek reinstatement with, or damages of any
nature, severance, incentive or retention pay, attorney's fees, or costs from
the Company or any of the other Releasees; provided, however, that nothing in
this Section 4 shall be deemed to release the Company from any claims that you
may have (i) under this Agreement, (ii) for indemnification pursuant to and in
accordance with applicable statutes, the by-laws of the Company and Section 4(b)
of the Employment Agreement between you and the Company, dated March 9, 1998
("Employment Agreement"), (iii) for vested pension or retirement benefits under
the terms of qualified employee pension benefit plans, (iv) for any benefits you
may be entitled to through December 31, 1999 as a result of prepaid premiums
that the Company may have heretofore paid under your split dollar life and
disability insurance plans, or (v) accrued but unpaid base salary.
5. Release by the Company.
(a) The Company, on behalf of itself, its directors and officers (but
only to the extent the Company's agreement in this regard is legally binding on
them), its subsidiaries, divisions and related or affiliated entities and each
of their respective predecessors, successors or assigns hereby irrevocably and
unconditionally releases, acquits and forever discharges you, your successors,
heirs, assigns, executors, administrators and/or estate (the "Shotwell
Releasees"), from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses (including
attorney's fees and costs actually incurred) known or unknown, that directly or
indirectly arise out of, relate to or concern acts or omissions reasonably taken
or not taken by you in the course of your employment and termination of
employment with the Company in good faith (the "Company Claims").
(b) The Company acknowledges that it is familiar with Section 1542 of
the California Civil Code, which reads as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.
The Company acknowledges and agrees that it is releasing unknown claims and
waives all rights that it may have under Civil Code Section 1542 or under any
other statute or common law principle of similar effect.
(c) The Company represents and warrants that it has not filed any
complaints or charges asserting any Company Claims against the Shotwell
Releasees with any local, state or federal agency or court. The Company further
represents and warrants that it has not assigned or transferred to any person or
entity any Company Claims or any part or portion thereof.
<PAGE> 4
Ms. Debra L. Shotwell
August 26, 1999
Page 4
(d) The Company agrees that it will not hereafter pursue any Company
Claim against any Shotwell Releasee by filing a lawsuit in any local, state or
federal court for or on account of anything which has occurred up to the present
time as a result of your employment to the extent set forth in Subparagraph 5(a)
above; provided, however, that nothing in this Section 5 shall be deemed to
release you from any claims the Company may have (i) under this Agreement or
(ii) for claims not otherwise released by Section 5(a) above.
6. Employment Agreement. Except as set forth in the next sentence or as
expressly provided elsewhere in this Agreement, this Agreement supersedes all
provisions of your Employment Agreement and all such provisions terminate upon
the Date of Resignation. Nothing contained herein, however, shall be deemed to
terminate your obligations to the Company or the Company's obligations to you
under Sections 4(b) (Indemnification), 6 (Records/Nondisclosure/Company
Policies), 7(d) (Excise Tax Payment), 8(b)-(c) (Non-Solicitation and Specific
Enforcement) and 13 (Resolution of Disputes) of the Employment Agreement,
Annexes A (Code of Ethics) or B (Nondisclosure Agreement) thereto, or the
Company's Stock Option Plan or the stock option agreements entered into by you
from time to time.
7. Return of Property. In accordance with Section 4 of the Nondisclosure
Agreement, dated as of March 9, 1998, by and between you and Bay Apartment
Communities, Inc. (a predecessor to the Company) and incorporated in the
Employment Agreement as Annex B ("Nondisclosure Agreement), to the extent you
have not already done so, (i) you will return to the Company all records,
correspondence, notes, financial statements, computer printouts and other
documents and recorded material of every nature (including copies thereof) that
may be in your possession or control dealing with Confidential Information (as
defined in Section 8 of the Nondisclosure Agreement), and (ii) you will return
to the Company all other property.
8. Litigation Cooperation. You agree to continue to serve the Company as a
litigation consultant and, in connection therewith, to cooperate fully with the
Company in (i) the defense or prosecution of any claims or actions which already
have been brought or which may be brought in the future against or on behalf of
the Company and (ii) responding to, cooperating with, or contesting any
governmental audit, inspection, inquiry, proceeding or investigation, which
relate to events or occurrences that transpired during your employment with any
of the Company. Your full cooperation in connection with such claims or actions
shall include, without implication of limitation: promptly notifying the Company
in writing of any subpoena, interview, investigation, request for information,
or other contact concerning events or occurrences that transpired during your
employment with any of the Company; being available to meet with counsel for the
Company to prepare for discovery or trial; to testify truthfully as a witness
when reasonably requested and at reasonable times designated by the Company; and
to meet with counsel or other designated representatives of the Company; to
prepare responses to and to cooperate with any Company's processing of
governmental audits, inspections, inquiries, proceedings or investigations. The
Company agrees to reimburse you for any reasonable out-of-pocket expenses that
you incur in connection with such cooperation, subject to reasonable
documentation. The Company shall compensate you at an hourly rate derived from
your last applicable Base Salary for time that you reasonably spend complying
with your obligations as a litigation consultant under this Section, except that
the Company shall not, under any circumstances, compensate
<PAGE> 5
Ms. Debra L. Shotwell
August 26, 1999
Page 5
you for time spent testifying under oath or responding to questions from
governmental investigators in a capacity as a fact witness. The Company will
try, in good faith, to exercise its rights under this Section so as not to
unreasonably interfere with your personal schedule or ability to engage in
gainful employment. In the event other commitments preclude you from being
available to the Company when requested, you may decline a Company request for
cooperation so long as you promptly provide to the Company reasonable
alternative dates when you will be available to provide such cooperation.
In furtherance of your obligations under this Agreement, you agree that you
shall not disclose, provide or reveal, directly or indirectly, any information
concerning the Company, including without implication of limitation, their
respective operations, plans, strategies or administration, to any other person
or entity unless compelled to do so pursuant to (a) a valid subpoena or (b) as
otherwise required by law, but in either case only after providing the Company,
through the Office of its General Counsel, with prior written notice and
opportunity to contest such subpoena or other requirement. Written notice shall
be provided to the Company as soon as practicable, but in no event less than
five (5) business days before any such disclosure is compelled, or, if later, at
least one business day after you receive notice compelling such disclosure.
9. Nondisparagement and Nondisclosure. You agree not to take any action or
make any statement, written or oral, which disparages or criticizes the Company
or its officers, directors, agents, or management and business practices, or
which disrupts or impairs the Company's normal operations. The Company agrees to
instruct its directors and executive officers not to take any action or make any
statement, written or oral, which disparages or criticizes you or your
management and business practices. The provisions of this Section 9 shall not
apply to any truthful statement required to be made by you or any director or
executive officer of the Company, as the case may be, in any legal proceeding,
governmental or regulatory investigation, in any public filing or disclosure
legally required to be filed or made, or in any confidential discussion or
consultation with professional advisors. You agree not to disclose the terms of
this Agreement except (a) to your professional advisors, including accountants
and attorneys (provided they agree to keep such information confidential), (b)
to the extent that, prior to your disclosure, the Company has previously
disclosed such information in its filings with the Securities and Exchange
Commission, and (c) (i) pursuant to a valid subpoena or (ii) as otherwise
required by law, but in either of the latter two cases only after providing the
Company, to the attention of its Chief Executive Officer, with prior written
notice and reasonable opportunity to contest such subpoena or other requirement.
In the case of the circumstances contemplated by Subsections 9(c)(i) or (ii),
written notice shall be provided to the Company as soon as practicable, but in
no event less than five (5) business days before any such disclosure is
compelled, or, if later, at lease one (1) business day after you receive notice
compelling such disclosure.
10. Exclusivity. This Agreement sets forth all the consideration to which
you are entitled by reason of your resignation of your employment, and you shall
not be entitled to or eligible for any payments or benefits under any other
Company severance, bonus, retention or incentive policy, arrangement or plan,
including, without implication of limitation, your Employment Agreement.
11. Tax Matters. All payments and other consideration provided to you
pursuant to this Agreement shall be subject to any deductions, withholding or
tax reporting that the Company reasonably determines to be required for tax
purposes.
<PAGE> 6
Ms. Debra L. Shotwell
August 26, 1999
Page 6
12. Notices, Acknowledgments and Other Terms.
(a) You are advised to consult with an attorney before signing this
Agreement. You acknowledge that you have consulted with an attorney of your
choice. You acknowledge that you have been given a reasonable period of time to
consider this Agreement before executing it.
(b) You acknowledge and agree that the Company's promises in this
Agreement include consideration in addition to anything of value to which you
are otherwise entitled by reason of the termination of your employment.
(c) You acknowledge that you have been given the opportunity, if you
so desired, to consider this Agreement for fourteen (14) days before executing
it. If you breach any of the conditions of the Agreement within the fourteen
(14) day period, the offer of this Agreement will be withdrawn and your
execution of the Agreement will not be valid. In the event that you execute and
return this Agreement within fourteen (14) days or less of the date of its
delivery to you, you acknowledge that such decision was entirely voluntary and
that you had the opportunity to consider this letter agreement for the entire
fourteen (14) day period.
(d) By signing this Agreement, the parties acknowledge that they are
doing so voluntarily and knowingly, fully intending to be bound by this
Agreement. Each of the parties also acknowledges that she/it is not relying on
any representations by any representative of the other party concerning the
meaning of any aspect of this Agreement. Each of the parties understands that
this Agreement shall not in any way be construed as an admission by the other
party of any liability or any act of wrongdoing whatsoever and that each party
specifically disclaims any liability or wrongdoing whatsoever against the other
party on the part of herself, itself and her/its officers, directors,
shareholders, employees and agents. Each of the parties understands that if
either party does not enter into this Agreement and brings any claims against
the other party, the other party will dispute the merits of those claims and
contend that she/it acted lawfully and for good business reasons.
(e) In the event of any dispute, this Agreement will be construed as a
whole, will be interpreted in accordance with its fair meaning, and will not be
construed strictly for or against either you or the Company. Section headings
and parenthetical explanations of section references are for convenience only
and shall not be used to interpret the meaning of any provision or term of this
Agreement.
(f) The law of the State of California will govern any dispute about
this Agreement, including any interpretation or enforcement of this Agreement.
(g) In the event that any provision or portion of a provision of this
Agreement shall be determined to be illegal, invalid or unenforceable, the
remainder of this Agreement shall be enforced to the fullest extent possible and
the illegal, invalid or unenforceable provision or portion of a provision will
be amended by a court of competent jurisdiction, or otherwise thereafter shall
be interpreted, to reflect as nearly as possible without being illegal, invalid
or unenforceable the parties' intent if possible. If such amendment or
interpretation is not possible, the illegal, invalid or
<PAGE> 7
Ms. Debra L. Shotwell
August 26, 1999
Page 7
unenforceable provision or portion of a provision will be severed from the
remainder of this Agreement and the remainder of this Agreement shall be
enforced to the fullest extent possible as if such illegal, invalid or
unenforceable provision or portion of a provision was not included.
(h) This Agreement may be modified only by a written agreement signed
by you and an authorized representative of the Company.
(i) This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and, except as expressly
provided herein, supersedes all prior agreements between the parties with
respect to any related subject matter.
(j) This Agreement shall be binding upon each of the parties and upon
their respective heirs, administrators, representatives, executors, successors
and assigns, and shall inure to the benefit of each party and to their heirs,
administrators, representatives, executors, successors, and assigns.
If you agree to these terms, please sign and date below and return this
Agreement to the Company's General Counsel within the time limits set forth
above. This Agreement may be executed in two counterparts, and the two
counterparts, when taken together, shall constitute one and the same Agreement.
Sincerely,
AvalonBay Communities, Inc.
By:/s/Richard L. Michaux
---------------------------
Richard L. Michaux
Chief Executive Officer
Accepted and Agreed to:
/s/Debra L. Shotwell
- -----------------------------
Debra L. Shotwell
Dated: 8/28/99
--------------------
<PAGE> 1
EXHIBIT 12.1
AVALONBAY COMMUNITIES, INC.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Year Year Year Year Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995
----------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net Operating Income $ 172,276 $ 123,535 $ 64,916 $ 51,651 $ 30,937
(Less) Nonrecurring item:
Gain on sale $ (47,093) $ (25,270) $ (677) $ (7,850) $ -
Non-recurring charges 16,782 - - - -
(Plus) Extraordinary item:
Unamortized loan fee write-off $ - $ 245 $ 1,183 $ 2,356 $ 1,158
(Plus) Fixed charges:
Portion of rents representative
of the interest factor $ 526 $ 293 $ 172 $ 150 $ 117
Interest expense 74,699 54,650 16,977 9,545 11,056
Interest capitalized 21,888 14,724 9,024 12,883 6,004
Debt cost amortization 2,624 2,068 700 1,842 1,869
Preferred dividend 39,779 28,132 19,656 10,422 -
--------- ------- --------- --------- ---------
Total fixed charges (1) $ 139,516 $ 99,867 $ 46,529 $ 34,842 $ 19,046
(Less):
Interest capitalized $ 21,888 $ 14,724 $ 9,024 $ 12,883 $ 6,004
Preferred dividend 39,779 28,132 19,656 10,422 -
Adjusted earnings (2) $ 219,814 $ 155,521 $ 83,271 $ 57,694 $ 45,137
--------- ---------- --------- --------- ---------
Ratio (2 divided by 1) 1.58 1.56 1.79 1.66 2.37
========= ========= ========= ========= =========
</TABLE>
<PAGE> 2
EXHIBIT 12.1 (CONTINUED)
AVALONBAY COMMUNITIES, INC.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Year Year Year Year
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
1999 1998 1997 1996 1995
------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Net Operating Income $ 172,276 $ 123,535 $ 64,916 $ 51,651 $ 30,937
(Less) Nonrecurring item:
Gain on sale $ (47,093) $ (25,270) $ (677) $ (7,850) $ -
Non-recurring charges 16,782 - - - -
(Plus) Extraordinary item:
Unamortized loan fee write-off $ - $ 245 $ 1,183 $ 2,356 $ 1,158
(Plus) Fixed charges:
Portion of rents representative
of the interest factor $ 526 $ 293 $ 172 $ 150 $ 117
Interest expense 74,699 54,650 16,977 9,545 11,056
Interest capitalized 21,888 14,724 9,024 12,883 6,004
Debt cost amortization 2,624 2,068 700 1,842 1,869
------------ ------------ ------------ ----------- -----------
Total fixed charges (1) $ 99,737 $ 71,735 $ 26,873 $ 24,420 $ 19,046
(Less):
Interest capitalized $ 21,888 $ 14,724 $ 9,024 $ 12,883 $ 6,004
Adjusted earnings (2) $ 219,814 $ 155,521 $ 83,271 $ 57,694 $ 45,137
------------ ---------- ------------ ----------- -----------
Ratio (2 divided by 1) 2.20 2.17 3.10 2.36 2.37
============ ============ ============ =========== ===========
</TABLE>
<PAGE> 1
EXHIBIT 21.1
SCHEDULE OF SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
STATE OF
INCORPORATION
OR
CORPORATE SUBSIDIARIES ORGANIZATION
---------------------- --------------
<S> <C>
Avalon Chase Glen, Inc. Maryland
Avalon Chase Hampton II, Inc. Maryland
Avalon Chase Heritage, Inc. Maryland
Lexington Ridge-Avalon, Inc. Maryland
Avalon Town View, Inc. Maryland
Town Cove Jersey City Urban Renewal, Inc. New Jersey
Avalon Chase Grove, Inc. Maryland
Avalon Town Meadows, Inc. Maryland
Avalon 4100 Massachusetts Ave., Inc. Maryland
Avalon Town Green II, Inc. Maryland
Avalon Decoverly, Inc. Maryland
Avalon Lake Arbor, Inc. Maryland
Avalon Commons, Inc. Maryland
Avalon Collateral, Inc. Maryland
Town Cove II Jersey City Urban Renewal,
Inc. New Jersey
Avalon Fairway II Inc. Maryland
Avalon Ballston II, Inc. Maryland
Avalon Oaks, Inc. Maryland
Avalon DownREIT V Inc. Maryland
Avalon Development Services, Inc. Maryland
Avalon BFG, Inc. Maryland
Avalon Bay Fairlane, Inc. Maryland
AvalonBay Services I, Inc. Maryland
AvalonBay Services II, Inc. Maryland
Bay Asset Group, Inc. Maryland
Bay Waterford, Inc. Maryland
Bay Development Partners, Inc. Maryland
Bay GP, Inc. Maryland
AvalonBay Arna Valley Inc. Maryland
AvalonBay Redevelopment Inc. Maryland
</TABLE>
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 No. 333-16837, on Form S-8 No. 333-56089, on
Form S-3 No. 333-87063, on Form S-3 No. 333-15407, on Form S-3 No. 333-62855, on
Form S-3 No. 333-60875 and on Form S-3 No. 333-87219.
/s/ Arthur Andersen LLP
Vienna, Virginia
March 9, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File No. 333-16837), Form S-8 (File No. 333-56089), Form
S-3 (File No. 333-87063), Form S-3 (File No. 333-15407), Form S-3 (File
No. 333-62855), Form S-3 (File No. 333-60875), and Form S-3 (File No. 333-87219)
of AvalonBay Communities, Inc. of our report dated January 13, 1998, except for
the 1997 information in Note 10, as to which the date is March 9, 2000 relating
to the financial statements of Avalon Properties, Inc. for the year ended
December 31, 1997, which appears in this Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
March 9, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 7,621
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 45,108
<PP&E> 4,266,426
<DEPRECIATION> 225,103
<TOTAL-ASSETS> 4,154,662
<CURRENT-LIABILITIES> 155,353
<BONDS> 1,593,647
0
183
<COMMON> 658
<OTHER-SE> 2,369,444
<TOTAL-LIABILITY-AND-EQUITY> 4,154,662
<SALES> 0
<TOTAL-REVENUES> 504,544
<CGS> 0
<TOTAL-COSTS> 203,157
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74,699
<INCOME-PRETAX> 172,276
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 172,276
<EPS-BASIC> 2.02
<EPS-DILUTED> 2.00
</TABLE>
