[10-Q] AvalonBay Communities, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
On 08/07/2025 Morgan Stanley and its broker-dealer subsidiary Morgan Stanley Smith Barney LLC filed Amendment 13 to Schedule 13G on Neuberger Berman Energy Infrastructure & Income Fund Inc. (symbol NML). The filing, triggered by a 06/30/2025 event date, discloses beneficial ownership of 3,458,002 common shares, equal to 6.1 % of the fund’s outstanding stock. The firms report shared dispositive power over the full stake and shared voting power over only one share, suggesting the position is largely held on behalf of clients rather than for corporate control. Filed under Rule 13d-1(b), the disclosure classifies Morgan Stanley as a parent holding company (HC, CO) and MSSB as a broker-dealer/investment adviser (BD, IA, CO). The certification affirms the securities are held in the ordinary course of business with no intent to influence management. No other material operational or financial data are included.
Il 08/07/2025 Morgan Stanley e la sua controllata broker-dealer Morgan Stanley Smith Barney LLC hanno presentato la Modifica 13 al Schedule 13G riguardante Neuberger Berman Energy Infrastructure & Income Fund Inc. (simbolo NML). La dichiarazione, riferita a un evento del 30/06/2025, rivela la proprietà effettiva di 3.458.002 azioni ordinarie, pari al 6,1% del capitale sociale in circolazione. Le società dichiarano di avere il potere dispositive condiviso sull’intera partecipazione e il potere di voto condiviso su una sola azione, indicando che la posizione è detenuta principalmente per conto dei clienti piuttosto che per il controllo aziendale. Presentata ai sensi della Regola 13d-1(b), la comunicazione classifica Morgan Stanley come società madre (HC, CO) e MSSB come broker-dealer/consulente di investimento (BD, IA, CO). La certificazione conferma che i titoli sono detenuti nell’ordinaria attività aziendale senza l’intenzione di influenzare la gestione. Non sono inclusi altri dati operativi o finanziari rilevanti.
El 08/07/2025 Morgan Stanley y su subsidiaria broker-dealer Morgan Stanley Smith Barney LLC presentaron la Enmienda 13 al Schedule 13G sobre Neuberger Berman Energy Infrastructure & Income Fund Inc. (símbolo NML). La presentación, motivada por un evento del 30/06/2025, revela la propiedad beneficiaria de 3.458.002 acciones comunes, equivalentes al 6,1% del capital social en circulación. Las firmas reportan poder dispositive compartido sobre toda la participación y poder de voto compartido solo sobre una acción, lo que sugiere que la posición se mantiene principalmente en nombre de clientes y no para control corporativo. Presentado bajo la Regla 13d-1(b), la divulgación clasifica a Morgan Stanley como compañía matriz (HC, CO) y a MSSB como broker-dealer/asesor de inversiones (BD, IA, CO). La certificación afirma que los valores se mantienen en el curso ordinario del negocio sin intención de influir en la gestión. No se incluyen otros datos operativos o financieros relevantes.
2025년 7월 8일, 모건 스탠리와 그 브로커-딜러 자회사인 모건 스탠리 스미스 바니 LLC는 Neuberger Berman Energy Infrastructure & Income Fund Inc.(심볼 NML)에 대해 Schedule 13G 수정서 13호를 제출했습니다. 2025년 6월 30일 발생한 이벤트를 기반으로 한 이 제출서는 총 3,458,002주의 보통주를 실질적으로 소유하고 있으며, 이는 펀드 발행 주식의 6.1%에 해당함을 공개합니다. 두 회사는 전체 지분에 대한 공동 처분 권한과 단 1주에 대한 공동 의결권을 보유하고 있어, 이 지분이 주로 고객을 대신하여 보유되고 있으며 기업 통제를 위한 것은 아님을 시사합니다. Rule 13d-1(b)에 따라 제출된 이 보고서는 모건 스탠리를 모회사(HC, CO)로, MSSB를 브로커-딜러/투자 자문사(BD, IA, CO)로 분류합니다. 인증서는 해당 증권이 경영에 영향을 미치려는 의도 없이 정상적인 사업 과정에서 보유되고 있음을 확인합니다. 기타 중요한 운영 또는 재무 데이터는 포함되어 있지 않습니다.
Le 08/07/2025, Morgan Stanley et sa filiale broker-dealer Morgan Stanley Smith Barney LLC ont déposé la modification 13 au Schedule 13G concernant Neuberger Berman Energy Infrastructure & Income Fund Inc. (symbole NML). Le dépôt, déclenché par un événement daté du 30/06/2025, révèle une possession bénéficiaire de 3 458 002 actions ordinaires, soit 6,1 % des actions en circulation du fonds. Les sociétés déclarent un pouvoir discrétionnaire partagé sur l’intégralité de la participation et un pouvoir de vote partagé sur une seule action, ce qui suggère que la position est principalement détenue pour le compte de clients plutôt que dans un but de contrôle d’entreprise. Déposé conformément à la règle 13d-1(b), la déclaration classe Morgan Stanley comme société mère (HC, CO) et MSSB comme broker-dealer/conseiller en investissement (BD, IA, CO). La certification confirme que les titres sont détenus dans le cours normal des affaires sans intention d’influencer la gestion. Aucune autre donnée opérationnelle ou financière significative n’est incluse.
Am 08.07.2025 reichten Morgan Stanley und seine Broker-Dealer-Tochtergesellschaft Morgan Stanley Smith Barney LLC eine Änderung 13 zum Schedule 13G für Neuberger Berman Energy Infrastructure & Income Fund Inc. (Symbol NML) ein. Die Meldung, ausgelöst durch ein Ereignis am 30.06.2025, offenbart den wirtschaftlichen Eigentum an 3.458.002 Stammaktien, was 6,1 % des ausstehenden Aktienkapitals des Fonds entspricht. Die Unternehmen berichten von gemeinsamem Verfügungsrecht über den gesamten Anteil und gemeinsamem Stimmrecht nur über eine Aktie, was darauf hindeutet, dass die Position überwiegend im Auftrag von Kunden gehalten wird und nicht zur Unternehmenskontrolle dient. Eingereicht gemäß Regel 13d-1(b), klassifiziert die Offenlegung Morgan Stanley als Mutterholdinggesellschaft (HC, CO) und MSSB als Broker-Dealer/Investmentberater (BD, IA, CO). Die Zertifizierung bestätigt, dass die Wertpapiere im normalen Geschäftsverlauf gehalten werden, ohne die Absicht, das Management zu beeinflussen. Weitere wesentliche operative oder finanzielle Daten sind nicht enthalten.
Positive
- Morgan Stanley & MSSB disclose 3.46 M shares (6.1 %), adding a high-profile institutional holder to NML’s register.
- Passive 13G filing indicates no intent to influence control, reducing governance overhang risk.
Negative
- None.
Insights
TL;DR: Morgan Stanley reveals 6.1 % passive stake in NML; supports liquidity but signals no activist agenda.
The 13G signals that a major global broker-dealer controls a meaningful block of NML shares. At 6.1 %, Morgan Stanley becomes a reportable beneficial owner, potentially enhancing market confidence through added institutional sponsorship. Because the filing is on Schedule 13G rather than 13D, the stake is deemed passive; management influence or strategic change is unlikely. Investors may view the position as validation of NML’s energy-infrastructure strategy, yet the limited voting power (one share) underscores that clients, not the bank, direct most rights. From a valuation standpoint, the filing is informational, not transformational; price impact tends to be modest and short-lived.
Il 08/07/2025 Morgan Stanley e la sua controllata broker-dealer Morgan Stanley Smith Barney LLC hanno presentato la Modifica 13 al Schedule 13G riguardante Neuberger Berman Energy Infrastructure & Income Fund Inc. (simbolo NML). La dichiarazione, riferita a un evento del 30/06/2025, rivela la proprietà effettiva di 3.458.002 azioni ordinarie, pari al 6,1% del capitale sociale in circolazione. Le società dichiarano di avere il potere dispositive condiviso sull’intera partecipazione e il potere di voto condiviso su una sola azione, indicando che la posizione è detenuta principalmente per conto dei clienti piuttosto che per il controllo aziendale. Presentata ai sensi della Regola 13d-1(b), la comunicazione classifica Morgan Stanley come società madre (HC, CO) e MSSB come broker-dealer/consulente di investimento (BD, IA, CO). La certificazione conferma che i titoli sono detenuti nell’ordinaria attività aziendale senza l’intenzione di influenzare la gestione. Non sono inclusi altri dati operativi o finanziari rilevanti.
El 08/07/2025 Morgan Stanley y su subsidiaria broker-dealer Morgan Stanley Smith Barney LLC presentaron la Enmienda 13 al Schedule 13G sobre Neuberger Berman Energy Infrastructure & Income Fund Inc. (símbolo NML). La presentación, motivada por un evento del 30/06/2025, revela la propiedad beneficiaria de 3.458.002 acciones comunes, equivalentes al 6,1% del capital social en circulación. Las firmas reportan poder dispositive compartido sobre toda la participación y poder de voto compartido solo sobre una acción, lo que sugiere que la posición se mantiene principalmente en nombre de clientes y no para control corporativo. Presentado bajo la Regla 13d-1(b), la divulgación clasifica a Morgan Stanley como compañía matriz (HC, CO) y a MSSB como broker-dealer/asesor de inversiones (BD, IA, CO). La certificación afirma que los valores se mantienen en el curso ordinario del negocio sin intención de influir en la gestión. No se incluyen otros datos operativos o financieros relevantes.
2025년 7월 8일, 모건 스탠리와 그 브로커-딜러 자회사인 모건 스탠리 스미스 바니 LLC는 Neuberger Berman Energy Infrastructure & Income Fund Inc.(심볼 NML)에 대해 Schedule 13G 수정서 13호를 제출했습니다. 2025년 6월 30일 발생한 이벤트를 기반으로 한 이 제출서는 총 3,458,002주의 보통주를 실질적으로 소유하고 있으며, 이는 펀드 발행 주식의 6.1%에 해당함을 공개합니다. 두 회사는 전체 지분에 대한 공동 처분 권한과 단 1주에 대한 공동 의결권을 보유하고 있어, 이 지분이 주로 고객을 대신하여 보유되고 있으며 기업 통제를 위한 것은 아님을 시사합니다. Rule 13d-1(b)에 따라 제출된 이 보고서는 모건 스탠리를 모회사(HC, CO)로, MSSB를 브로커-딜러/투자 자문사(BD, IA, CO)로 분류합니다. 인증서는 해당 증권이 경영에 영향을 미치려는 의도 없이 정상적인 사업 과정에서 보유되고 있음을 확인합니다. 기타 중요한 운영 또는 재무 데이터는 포함되어 있지 않습니다.
Le 08/07/2025, Morgan Stanley et sa filiale broker-dealer Morgan Stanley Smith Barney LLC ont déposé la modification 13 au Schedule 13G concernant Neuberger Berman Energy Infrastructure & Income Fund Inc. (symbole NML). Le dépôt, déclenché par un événement daté du 30/06/2025, révèle une possession bénéficiaire de 3 458 002 actions ordinaires, soit 6,1 % des actions en circulation du fonds. Les sociétés déclarent un pouvoir discrétionnaire partagé sur l’intégralité de la participation et un pouvoir de vote partagé sur une seule action, ce qui suggère que la position est principalement détenue pour le compte de clients plutôt que dans un but de contrôle d’entreprise. Déposé conformément à la règle 13d-1(b), la déclaration classe Morgan Stanley comme société mère (HC, CO) et MSSB comme broker-dealer/conseiller en investissement (BD, IA, CO). La certification confirme que les titres sont détenus dans le cours normal des affaires sans intention d’influencer la gestion. Aucune autre donnée opérationnelle ou financière significative n’est incluse.
Am 08.07.2025 reichten Morgan Stanley und seine Broker-Dealer-Tochtergesellschaft Morgan Stanley Smith Barney LLC eine Änderung 13 zum Schedule 13G für Neuberger Berman Energy Infrastructure & Income Fund Inc. (Symbol NML) ein. Die Meldung, ausgelöst durch ein Ereignis am 30.06.2025, offenbart den wirtschaftlichen Eigentum an 3.458.002 Stammaktien, was 6,1 % des ausstehenden Aktienkapitals des Fonds entspricht. Die Unternehmen berichten von gemeinsamem Verfügungsrecht über den gesamten Anteil und gemeinsamem Stimmrecht nur über eine Aktie, was darauf hindeutet, dass die Position überwiegend im Auftrag von Kunden gehalten wird und nicht zur Unternehmenskontrolle dient. Eingereicht gemäß Regel 13d-1(b), klassifiziert die Offenlegung Morgan Stanley als Mutterholdinggesellschaft (HC, CO) und MSSB als Broker-Dealer/Investmentberater (BD, IA, CO). Die Zertifizierung bestätigt, dass die Wertpapiere im normalen Geschäftsverlauf gehalten werden, ohne die Absicht, das Management zu beeinflussen. Weitere wesentliche operative oder finanzielle Daten sind nicht enthalten.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission File Number: 1-12672
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
(Address of principal executive offices) (Zip Code)
(703 ) 329-6300
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:
Table of Contents
AVALONBAY COMMUNITIES, INC.
FORM 10-Q
INDEX
| PAGE | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024 | 1 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | 2 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | 3 | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024 | 4 | |||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 6 | |||||||
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 26 | |||||||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 46 | |||||||
ITEM 4. CONTROLS AND PROCEDURES | 46 | |||||||
PART II - OTHER INFORMATION | ||||||||
ITEM 1. LEGAL PROCEEDINGS | 46 | |||||||
ITEM 1A. RISK FACTORS | 46 | |||||||
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 47 | |||||||
ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 47 | |||||||
ITEM 4. MINE SAFETY DISCLOSURES | 47 | |||||||
ITEM 5. OTHER INFORMATION | 47 | |||||||
ITEM 6. EXHIBITS | 49 | |||||||
SIGNATURES | 51 | |||||||
Table of Contents
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
| Real estate: | |||||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Furniture, fixtures and equipment | |||||||||||
| Less accumulated depreciation | ( | ( | |||||||||
| Net operating real estate | |||||||||||
| Construction in progress, including land | |||||||||||
| Land held for development | |||||||||||
| Real estate assets held for sale, net | |||||||||||
| Total real estate, net | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Unconsolidated investments | |||||||||||
| Deferred development costs | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Right of use lease assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Unsecured notes, net | $ | $ | |||||||||
| Variable rate unsecured credit facility and commercial paper, net | |||||||||||
| Mortgage notes payable, net | |||||||||||
| Dividends payable | |||||||||||
| Payables for construction | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Lease liabilities | |||||||||||
| Accrued interest payable | |||||||||||
| Resident security deposits | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated earnings less dividends | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
1
Table of Contents
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Dollars in thousands, except per share data)
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Rental and other income | $ | $ | $ | $ | |||||||||||||||||||
| Management, development and other fees | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Operating expenses, excluding property taxes | |||||||||||||||||||||||
| Property taxes | |||||||||||||||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Casualty and impairment loss | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| (Loss) income from unconsolidated investments | ( | ( | |||||||||||||||||||||
| Structured Investment Program interest income | |||||||||||||||||||||||
| Gain on sale of communities | |||||||||||||||||||||||
| Other real estate activity | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net income attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Gain (loss) on cash flow hedges | ( | ( | |||||||||||||||||||||
| Cash flow hedge (gains) losses reclassified to earnings | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - basic: | |||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per common share - diluted: | |||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
2
Table of Contents
AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(Dollars in thousands)
| Common stock | Additional paid-in capital | Accumulated earnings less dividends | Accumulated other comprehensive income (loss) | Total stockholder's equity | Noncontrolling interests | Total equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income attributable to common stockholders | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Loss on cash flow hedges, net | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Cash flow hedge gains reclassified to earnings | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
Dividends declared to common stockholders ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Loss on cash flow hedges, net | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Cash flow hedge gains reclassified to earnings | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of DownREIT Units | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Dividends declared to noncontrolling interests ($ | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Dividends declared to common stockholders ($ | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | — | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Common stock | Additional paid-in capital | Accumulated earnings less dividends | Accumulated other comprehensive income (loss) | Total equity | |||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net income attributable to common stockholders | — | — | — | ||||||||||||||||||||||||||
| Gain on cash flow hedges, net | — | — | — | ||||||||||||||||||||||||||
| Cash flow hedge losses reclassified to earnings | — | — | — | ||||||||||||||||||||||||||
Dividends declared to common stockholders ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | ( | — | ( | ||||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | ||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Net income attributable to common stockholders | — | — | — | ||||||||||||||||||||||||||
| Gain on cash flow hedges, net | — | — | — | ||||||||||||||||||||||||||
| Cash flow hedge gains reclassified to earnings | — | — | — | ( | ( | ||||||||||||||||||||||||
| Noncontrolling interest activity | — | ( | — | — | ( | ||||||||||||||||||||||||
Dividends declared to common stockholders ($ | — | — | ( | — | ( | ||||||||||||||||||||||||
| Issuance of common stock, net of withholdings | — | ( | — | ( | |||||||||||||||||||||||||
| Amortization of deferred compensation | — | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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AVALONBAY COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Dollars in thousands)
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation expense | |||||||||||
| Amortization of deferred financing costs and debt discount | |||||||||||
| Amortization of stock-based compensation | |||||||||||
| Equity in loss (income) of, and return on, unconsolidated investments and noncontrolling interests, net of eliminations | ( | ||||||||||
| Casualty and impairment loss | |||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | |||||||||||
| Cash flow hedge (gains) losses reclassified to earnings | ( | ||||||||||
| Gain on sale of real estate assets | ( | ( | |||||||||
| Increase in prepaid expenses and other assets | ( | ( | |||||||||
| Increase in accrued expenses, other liabilities, accrued interest payable and resident security deposits | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Development/redevelopment of real estate assets including land acquisitions and deferred development costs | ( | ( | |||||||||
| Acquisition of real estate assets | ( | ( | |||||||||
| Capital expenditures - existing real estate assets | ( | ( | |||||||||
| Capital expenditures - non-real estate assets | ( | ( | |||||||||
| Increase (decrease) in payables for construction | ( | ||||||||||
| Proceeds from sale of real estate, net of selling costs | |||||||||||
| Note receivable lending | ( | ( | |||||||||
| Note receivable payments | |||||||||||
| Unconsolidated investments | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Issuance of common stock, net | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Net borrowings under unsecured credit facility and commercial paper | |||||||||||
| Repayments of mortgage notes payable, including prepayment penalties | ( | ( | |||||||||
| Issuance of unsecured notes | |||||||||||
| Repayment of unsecured notes | ( | ||||||||||
| Payment of deferred financing costs | ( | ( | |||||||||
| Receipt for termination of forward interest rate swaps | |||||||||||
| Payments related to tax withholding for share-based compensation | ( | ( | |||||||||
| Noncontrolling interests, joint venture and preferred equity transactions | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Cash paid during the period for interest, net of amount capitalized | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows (dollars in thousands):
| June 30, 2025 | June 30, 2024 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
| Cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows | $ | $ | ||||||||||||
Supplemental disclosures of non-cash investing and financing activities:
During the six months ended June 30, 2025:
•As described in Note 4, "Equity," the Company issued 182,559 shares of common stock as part of the Company's stock-based compensation plans, of which 103,332 shares related to the conversion of performance awards to shares of common stock, and the remaining 79,227 shares valued at $17,546,000 were issued in connection with new stock grants; 1,691 shares valued at $353,000 were issued through the Company's dividend reinvestment plan; and 72,998 shares valued at $16,395,000 were withheld to satisfy employees' tax withholding and other liabilities.
•The Company acquired six apartment communities, in the Dallas-Fort Worth metropolitan area, containing 1,844 apartment homes for $415,579,000 , with the consideration comprised of a cash payment of $193,000,000 and the issuance of 1,060,000 units representing limited partnership interests (the “DownREIT Units”).
•Common stock and DownREIT Unit dividends declared but not paid totaled $250,874,000 .
•The Company recorded (i) a decrease to prepaid expenses and other assets of $5,860,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $843,000 of cash flow hedge gains from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity.
During the six months ended June 30, 2024:
•The Company issued 248,420 shares of common stock as part of the Company's stock-based compensation plans, of which 146,725 shares related to the conversion of performance awards to shares of common stock, and the remaining 101,695 shares valued at $17,505,000 were issued in connection with new stock grants; 12,290 shares valued at $1,972,000 were issued in conjunction with the conversion of deferred stock awards; 1,891 shares valued at $341,000 were issued through the Company's dividend reinvestment plan; 92,333 shares valued at $16,460,000 were withheld to satisfy employees' tax withholding and other liabilities; and 2,702 restricted shares with an aggregate value of $506,000 were forfeited.
•Common stock dividends declared but not paid totaled $242,576,000 .
•The Company recorded (i) an increase to prepaid expenses and other assets of $11,838,000 and a corresponding adjustment to accumulated other comprehensive income; and (ii) reclassified $77,000 of cash flow hedge losses from other comprehensive income to interest expense, net, to record the impact of the Company's derivative and hedging activity.
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AVALONBAY COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization, Basis of Presentation and Significant Accounting Policies
Organization and Basis of Presentation
AvalonBay Communities, Inc. (the "Company," which term, unless the context otherwise requires, refers to AvalonBay Communities, Inc. together with its subsidiaries) is a Maryland corporation that has elected to be treated as a real estate investment trust ("REIT") for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"). The Company develops, redevelops, acquires, owns and operates multifamily communities in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California, as well as in the Company's expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado.
At June 30, 2025, the Company owned or held a direct or indirect ownership interest in 315 apartment communities containing 97,212 apartment homes in 11 states and the District of Columbia, of which 20 communities were under construction. The Company also owned or held a direct or indirect ownership interest in land or rights to land on which the Company expects to develop an additional 28 communities that, if developed as expected, will contain an estimated 8,854 apartment homes.
The interim unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K"). The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year. Management believes the disclosures are adequate to ensure the information presented is not misleading. In the opinion of management, all adjustments and eliminations, consisting only of normal, recurring adjustments necessary for a fair presentation of the financial statements for the interim periods, have been included.
Capitalized terms used without definition have meanings provided elsewhere in this Form 10-Q.
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, certain joint venture partnerships, subsidiary partnerships structured as DownREITs, and any variable interest entities that qualify for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.
Noncontrolling Interests
The Company classifies the carrying value of the DownREIT Units as noncontrolling interests, as the units may be redeemed by unitholders on or after April 30, 2026 for cash or common stock at the Company's election. Net income is allocated to the DownREIT Units pro-rata based on the weighted-average proportion of DownREIT Units to the weighted-average combined total of outstanding common stock, participating securities, and DownREIT Units for the period.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents includes all cash and liquid investments with an original maturity of three months or less from the date acquired. Restricted cash includes principal reserve funds that are restricted for the repayment of specified secured financing, amounts the Company has designated for planned 1031 exchange activity and resident security deposits. The majority of the Company's cash, cash equivalents and restricted cash are held at major commercial banks.
Earnings per Common Share
Basic earnings per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares outstanding during the period. All outstanding unvested restricted share awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders and, accordingly, are considered
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participating securities that are included in the two-class method of computing basic earnings per common share. Both the unvested restricted shares and other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per common share on a diluted basis. Diluted earnings per common share was computed using the treasury stock method for performance awards, options, participating securities and forward contracts, and using the if-converted method for DownREIT Units. The Company's earnings per common share are determined as follows (dollars in thousands, except per share data):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Basic and diluted shares outstanding | |||||||||||||||||||||||
| Weighted average common shares - basic | |||||||||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||||||||
| Weighted average common shares - diluted | |||||||||||||||||||||||
| Calculation of Earnings per Common Share - basic | |||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Net income allocated to unvested restricted shares | ( | ( | ( | ( | |||||||||||||||||||
| Net income attributable to common stockholders - basic | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares - basic | |||||||||||||||||||||||
| Earnings per common share - basic | $ | $ | $ | $ | |||||||||||||||||||
| Calculation of Earnings per Common Share - diluted | |||||||||||||||||||||||
| Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Add: noncontrolling interests of DownREIT unitholders in consolidated partnerships | |||||||||||||||||||||||
| Net income - diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares - diluted | |||||||||||||||||||||||
| Earnings per common share - diluted | $ | $ | $ | $ | |||||||||||||||||||
Derivative Instruments and Hedging Activities
The Company enters into interest rate swap and interest rate cap agreements (collectively, "Hedging Derivatives") for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. The Company does not enter into Hedging Derivatives for trading or other speculative purposes. The Company assesses the effectiveness of qualifying hedges, both at inception and on an ongoing basis. The fair values of Hedging Derivatives that are in an asset position are recorded in prepaid expenses and other assets. The fair values of Hedging Derivatives that are in a liability position are included in accrued expenses and other liabilities. Fair value changes for derivatives that are not in qualifying hedge relationships are reported as a component of interest expense, net. For the Hedging Derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the Hedging Derivatives' fair value in accumulated other comprehensive income. Amounts recorded in accumulated other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The effective portion of the change in fair value of the Hedging Derivatives that qualify as effective fair value hedges is reported as an adjustment to the carrying amount of the corresponding hedged item. Receipts or payments associated with the gains and losses on the Company’s cash flow hedges of future fixed rate debt issuances are presented as a component of cash flows from financing activities in the period the hedges are terminated and the payments for the Company’s cash flow hedges of interest on variable rate debt are presented as a component of cash flows from operating activities. Payments for derivatives that are not designated in hedging relationships are presented as a
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component of cash flows from operating activities. See Note 11, “Fair Value,” for further discussion of derivative financial instruments.
Acquisitions of Investments in Real Estate
The Company accounts for real estate acquisitions as either an asset acquisition or a business combination. Under either model, the Company identifies and determines the fair value of any assets acquired, liabilities assumed and any noncontrolling interest in the acquiree. Typical assets acquired and liabilities assumed include land, building, furniture, fixtures and equipment, debt and identified intangible assets and liabilities, consisting of the value of above or below market leases and in-place leases. The Company utilizes various sources to determine fair value, including its own analysis of recently acquired and existing comparable properties in its portfolio and other market data. Consideration for acquisitions is typically in the form of cash unless otherwise disclosed. For a business combination, the Company records the assets acquired and liabilities assumed based on the fair value of each respective item. For an asset acquisition, the purchase price is allocated based on the relative fair value of the net assets. The Company expenses all applicable acquisition costs for a business combination and capitalizes all applicable acquisition costs for an asset acquisition. The Company expects that acquisitions of individual operating communities will generally be asset acquisitions.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Reclassifications
Leases
The Company is party to leases as both a lessor and a lessee, primarily as follows:
•lessor of residential and commercial space within its apartment communities; and
•lessee under (i) ground leases for land underlying current operating or development communities and certain commercial and parking facilities and (ii) office leases for its corporate headquarters and regional offices.
Lessee Considerations
The Company assesses whether a contract is or contains a lease based on whether the contract conveys the right to control the use of an identified asset, including specified portions of larger assets, for a period of time in exchange for consideration.
The Company’s leases include both fixed and variable lease payments that are based on an index or rate such as the consumer price index (CPI) or percentage rents based on total sales. Variable lease payments are generally not included in the lease liability, but recognized as variable lease expense in the period in which they are incurred.
For leases that have options to extend the term or terminate the lease early, the Company only factored the impact of such options into the lease term if the option was considered reasonably certain to be exercised. The Company determines the discount rate associated with its ground and office leases on a lease-by-lease basis using the Company’s actual borrowing rates as well as indicative market pricing for longer term rates and taking into consideration the remaining term of the lease agreements. For leases that are 12 months or less, the Company elected the practical expedient to not recognize the lease asset and liability.
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Lessor Considerations
The Company's residential and commercial leases at its apartment communities are operating leases. For leases that include rent concessions and/or fixed and determinable rent increases, rental income is recognized on a straight-line basis over the noncancellable term of the lease, which, for residential leases, is generally one year. Some of the Company’s commercial leases have renewal options which the Company will only include in the lease term if, at the commencement of the lease, it is reasonably certain that the lessee will exercise this option.
For the Company’s leases, which are comprised of a lease component and common area maintenance as a non-lease component, the Company determined that (i) the leases are operating leases, (ii) the lease component is the predominant component and (iii) all components of its operating leases share the same timing and pattern of transfer.
Revenue and Gain Recognition
The Company recognizes revenue for the transfer of goods and services to customers for consideration that the Company expects to receive. The majority of the Company’s revenue is derived from residential and commercial rental and other lease income, which are accounted for as discussed above, under "Leases". The Company's revenue streams that are not accounted for as residential and commercial rental and other lease income include (i) management, development and other fees, (ii) non-lease related revenue and (iii) gains or losses on the sale of real estate.
The following table details the Company’s revenue disaggregated by reportable operating segment, further discussed in Note 8, “Segment Reporting,” for the three and six months ended June 30, 2025 and 2024. Segment information for total revenue excludes real estate assets that were sold from January 1, 2024 through June 30, 2025, or otherwise qualify as held for sale as of June 30, 2025, as described in Note 6, "Real Estate Disposition Activities" (dollars in thousands):
| Same Store | Other Stabilized | Development/ Redevelopment | Non- allocated (1) | Total | ||||||||||||||||||||||||||||
For the three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | ||||||||||||||||||||||||||||||||
| Lease income (3) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
For the three months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | ||||||||||||||||||||||||||||||||
| Lease income (3) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
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| Same Store | Other Stabilized | Development/ Redevelopment | Non- allocated (1) | Total | ||||||||||||||||||||||||||||
For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | ||||||||||||||||||||||||||||||||
| Lease income (3) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
For the six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Management, development and other fees and other ancillary items | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Non-lease related revenue (2) | ||||||||||||||||||||||||||||||||
| Total non-lease revenue | ||||||||||||||||||||||||||||||||
| Lease income (3) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
______________________________
(1)Represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment.
(2)Amounts include revenue streams related to leasing activities that are not considered components of a lease, and revenue streams not related to leasing activities including, but not limited to, application fees, renters insurance fees and vendor revenue sharing.
(3)Represents residential and commercial rental and other lease income, as discussed above, under "Leases".
Due to the nature and timing of the Company’s identified revenue streams, there were no material amounts of outstanding or unsatisfied performance obligations as of June 30, 2025.
Uncollectible Lease Revenue Reserves
The Company recorded an aggregate offset to income for uncollectible lease revenue, net of amounts received from government rent relief programs, for its residential and commercial portfolios of $11,806,000 and $12,300,000 for the three months ended June 30, 2025 and 2024, respectively, and $23,880,000 and $23,782,000 for the six months ended June 30, 2025 and 2024, respectively.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures, which requires (i) a tabular rate reconciliation of the reported income tax expense (benefit) from continuing operations into specific categories, (ii) separate disclosure for any reconciling items within certain categories above a quantitative threshold, (iii) disclosure of income taxes paid disaggregated by federal, state and material jurisdictions and (iv) disclosure of income tax expense from continuing operations disaggregated by federal and state. The new standard will be effective for annual periods beginning January 1, 2025. The Company is assessing the standard and does not expect the standard to have a material effect on the Company’s consolidated financial statements.
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2. Interest Capitalized
The Company capitalizes interest during the development and redevelopment of real estate assets. Capitalized interest associated with the Company's development or redevelopment activities totaled $11,904,000 and $11,207,000 for the three months ended June 30, 2025 and 2024, respectively, and $22,383,000 and $22,798,000 for the six months ended June 30, 2025 and 2024, respectively.
3. Debt
The Company's debt, which consists of unsecured notes, the variable rate term loan (the "Term Loan"), mortgage notes payable, the Credit Facility and the Commercial Paper Program, each as defined below, as of June 30, 2025 and December 31, 2024 is summarized below. The following amounts and discussion do not include the mortgage notes related to the communities classified as held for sale, if any, as of June 30, 2025 and December 31, 2024, as shown in the accompanying Condensed Consolidated Balance Sheets (dollars in thousands) (see Note 6, "Real Estate Disposition Activities"). The weighted average interest rates in the following table for secured and unsecured notes include costs of financing including debt issuance costs as well as credit enhancement and trustees' fees, the impact of interest rate hedges and mark-to-market adjustments.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Fixed rate unsecured notes (1) | $ | % | $ | % | |||||||||||||||||||
| Fixed rate mortgage notes payable - conventional and tax-exempt | % | % | |||||||||||||||||||||
| Variable rate mortgage notes payable - conventional and tax-exempt | % | % | |||||||||||||||||||||
| Total mortgage notes payable, unsecured notes and Term Loan | % | % | |||||||||||||||||||||
| Credit Facility | % | % | |||||||||||||||||||||
| Commercial paper | % | % | |||||||||||||||||||||
| Total principal outstanding | % | % | |||||||||||||||||||||
| Less deferred financing costs and debt discount (2) | ( | ( | |||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
_____________________________________
(1)Includes the $450,000,000 Term Loan that has been swapped to an effective fixed rate of 4.46 % using interest rate hedges.
(2)Excludes deferred financing costs and debt discount associated with the Credit Facility which are included in prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets.
In April 2025, the Company entered into the Seventh Amended and Restated Revolving Loan Agreement with a syndicate of banks (the "Credit Facility"), amending the prior credit facility, dated September 27, 2022. The amended and restated Credit Facility (i) increased the borrowing capacity under the Credit Facility from $2,250,000,000 to $2,500,000,000 , and (ii) extended the term from September 2026 to April 2030. The interest rate that would be applicable to borrowings under the Credit Facility was 5.16 % at June 30, 2025 and was composed of (i) the Secured Overnight Financing Rate ("SOFR"), applicable to the period of borrowing for a particular draw of funds from the Credit Facility (e.g., one month to maturity, three months to maturity, etc.), plus (ii) the current borrowing spread to SOFR of 0.705 % per annum, assuming a daily SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65 % to SOFR plus 1.40 % based upon the rating of the Company's unsecured senior notes. There is also an annual facility commitment fee of 0.12 % of the borrowing capacity under the Credit Facility, which can vary from 0.10 % to 0.30 % based upon the rating of the Company's unsecured senior notes. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets, specifically greenhouse gas emission reductions, with the adjustment determined annually. An annual determination under the sustainability-linked pricing component occurred in July 2024, maintaining reductions of approximately 0.02 % to the interest rate margin and 0.005 % to the commitment fee due to the Company's achievement of sustainability targets. On August 1, 2025, the Company amended the Credit Facility to extend the applicability of its sustainability-linked pricing component. See Note 12, "Subsequent Events," for further discussion of debt activity subsequent to June 30, 2025.
The Company has an unsecured commercial paper note program (the “Commercial Paper Program”). During April 2025, the Company increased the capacity of the Commercial Paper Program from $500,000,000 to $1,000,000,000 . Under the terms of the Commercial Paper Program, the Company may issue, unsecured commercial paper notes with maturities of less than one year. The program is backstopped by the Company's commitment to maintain available borrowing capacity under its unsecured credit facility in an amount equal to actual borrowings under the program.
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The availability on the Company's Credit Facility as of June 30, 2025 and December 31, 2024 was as follows (dollars in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Credit Facility commitment | $ | $ | |||||||||
| Credit Facility outstanding | |||||||||||
| Commercial paper outstanding | ( | ||||||||||
| Letters of credit outstanding (1) | ( | ( | |||||||||
| Total Credit Facility available | $ | $ | |||||||||
_____________________________________
(1)In addition, the Company had $55,237 and $45,910 outstanding in additional letters of credit unrelated to the Credit Facility as of June 30, 2025 and December 31, 2024, respectively.
The following debt activity occurred during the three months ended June 30, 2025:
•In April 2025, the Company entered into a $450,000,000 Term Loan which matures in April 2029. The Term Loan bears interest at varying levels based on (i) the SOFR applicable to the period of borrowing for a particular draw of funds from the facility, which rate is recalculated at the end of each such period if the Term Loan remains outstanding and (ii) a stated spread over SOFR that can vary from SOFR plus 0.70 % to SOFR plus 1.60 % per annum based upon the rating of the Company’s unsecured and unsubordinated long-term indebtedness. The current borrowing spread to SOFR under the Term Loan is 0.78 % per annum. There is also a sustainability spread adjustment that can range from (0.02 )% to 0.02 % in the aggregate. During the three months ended June 30, 2025, the Company drew down the $450,000,000 available under the Term Loan. During the six months ended June 30, 2025, the Company entered into $450,000,000 notional amount of interest rate swaps to hedge the impact of variability in interest rates on the Term Loan. Of the $450,000,000 notional amount of interest rate swaps, $150,000,000 notional were entered into during the three months ended June 30, 2025. Including the impact of these swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and the Company's current borrowing spread to SOFR, the effective interest rate on borrowings under the Term Loan was 4.46 % as of June 30, 2025.
•In June 2025, the Company repaid $525,000,000 of its 3.45 % unsecured notes at par upon maturity.
See Note 12, "Subsequent Events," for further discussion of debt activity subsequent to June 30, 2025.
In the aggregate, secured notes payable mature at various dates from March 2027 through July 2066, and are secured by certain apartment communities (with a net carrying value of $1,227,306,000 , excluding communities classified as held for sale, as of June 30, 2025).
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Scheduled payments and maturities of secured notes payable and unsecured notes outstanding at June 30, 2025 were as follows (dollars in thousands):
| Year | Secured notes principal payments and maturities | Unsecured notes and Term Loan maturities | Stated interest rate of unsecured notes and Term Loan | |||||||||||||||||
| 2025 | $ | $ | % | |||||||||||||||||
| 2026 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2027 | % | |||||||||||||||||||
| 2028 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2029 | % | |||||||||||||||||||
SOFR + | ||||||||||||||||||||
| 2030 | % | |||||||||||||||||||
| 2031 | % | |||||||||||||||||||
| 2032 | % | |||||||||||||||||||
| 2033 | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| 2034 | % | |||||||||||||||||||
| Thereafter | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| % | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
4. Equity
As of June 30, 2025 and December 31, 2024, the Company's charter had authorized for issuance a total of 280,000,000 50,000,000
During the six months ended June 30, 2025, the Company:
i.issued 8,759 shares of common stock in connection with stock options exercised;
ii.issued 1,691 shares of common stock through the Company's dividend reinvestment plan;
iii.issued 182,559 shares of common stock in connection with restricted stock grants and the conversion of performance awards to shares of common stock;
iv.issued 9,126 shares of common stock through the Employee Stock Purchase Plan;
v.withheld 72,998 shares of common stock to satisfy employees' tax withholding and other liabilities; and
vi.canceled 1,423 shares of restricted common stock upon forfeiture.
Deferred compensation granted under the Company's Second Amended and Restated 2009 Equity Incentive Plan (the "Plan") does not impact the Company's Condensed Consolidated Financial Statements until recognized as compensation cost.
The Company has a continuous equity program (the "CEP") under which the Company may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of its common stock from time to time. During 2024, the Company entered into forward contracts under the CEP to sell 367,113 shares of common stock for approximate proceeds, net of fees, of $80,687,000 , based on the gross weighted average price of $223.27 per share, with settlement of the forward contracts expected to occur on one or more dates not later than December 31, 2025. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor. During the three and six months ended June 30, 2025, the Company had no 623,997,000 remaining authorized for issuance under the program, after consideration of the forward contracts.
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In addition to the CEP, during the year ended December 31, 2024, the Company completed an underwritten public offering of 3,680,000 shares of its common stock at a discount to the closing price of $226.52 per share, net of fees, offered in connection with forward contracts entered into with certain financial institutions acting as forward purchasers (the "September 2024 Equity Offering"). Assuming full physical settlement of the forward contracts, the Company will receive approximate proceeds, net of fees, of $808,606,000 , based on the initial forward price. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor. See Note 12, "Subsequent Events," for further discussion of equity activity subsequent to June 30, 2025.
The Company has a stock repurchase program under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $500,000,000 (the "Stock Repurchase Program"). During the three and six months ended June 30, 2025, the Company had no 314,237,000 remaining authorized for purchase under this program.
5. Investments
Investments in Consolidated Real Estate Entities
The following real estate acquisitions occurred in the Austin and Dallas-Fort Worth metropolitan areas during the six months ended June 30, 2025 (dollars in thousands):
| Community name | Location | Period | Apartment homes | Purchase price | ||||||||||||||||||||||
| Avalon Hill Country | Austin, TX | Q1 2025 | $ | |||||||||||||||||||||||
| Avalon Wolf Ranch | Georgetown, TX | Q1 2025 | $ | |||||||||||||||||||||||
| eaves Twin Creeks | Allen, TX | Q2 2025 | $ | |||||||||||||||||||||||
| Avalon Benbrook | Benbrook, TX | Q2 2025 | $ | |||||||||||||||||||||||
| Avalon Castle Hills | Lewisville, TX | Q2 2025 | $ | |||||||||||||||||||||||
| Avalon Frisco | Frisco, TX | Q2 2025 | $ | |||||||||||||||||||||||
| Avalon Frisco North | Frisco, TX | Q2 2025 | $ | |||||||||||||||||||||||
| eaves North Dallas | Dallas, TX | Q2 2025 | $ | |||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
On April 30 2025, the Company acquired the six apartment communities in the Dallas-Fort Worth metropolitan area included in the list above, containing 1,844 apartment homes. The consideration was comprised of a cash payment of $193,000,000 and the issuance of 1,060,000 DownREIT Units, which were valued based on the closing price of the Company's common stock on the acquisition date. The DownREIT Units are entitled to receive distributions at the same rate as dividends on a share of the Company’s common stock (pro rated for the time outstanding during the first quarter of issuance). Beginning on April 30, 2026, holders of DownREIT Units may present some or all of their units for redemption, being entitled to receive a cash amount per unit that is related to the then fair market value of the Company’s common stock, except that in lieu of such cash redemption the Company may elect to redeem units in exchange for an equal number of shares of the Company’s common stock.
The Company accounted for its purchases as asset acquisitions and recorded the acquired assets and assumed liabilities, including identifiable intangibles, at their relative fair values based on the purchase price and acquisition costs incurred. The Company uses third-party pricing or internal models for the value of the land, a valuation model for the value of the building, and an internal model to determine the fair value of the remaining real estate assets and in-place leases. Given the heterogeneous nature of multifamily real estate, the fair values for the land, building, real estate assets and in-place leases incorporated significant unobservable inputs and therefore are considered to be Level 3 prices within the fair value hierarchy.
Structured Investment Program
The Company operates a Structured Investment Program (the "SIP"), an investment platform through which the Company provides mezzanine loans or preferred equity to third-party multifamily developers. As of June 30, 2025, the Company had eight commitments to fund up to $211,585,000 in the aggregate. The Company's investment commitments have a weighted average rate of return of 11.6 % and a weighted average initial maturity date of January 2027. At June 30, 2025, the Company had funded $202,179,000 of these commitments. The Company recognized interest income of $6,689,000 and $3,940,000 for the three months ended June 30, 2025 and 2024, respectively, and $12,820,000 and $7,116,000 for the six months ended June 30, 2025 and 2024, respectively, from the SIP. Interest income and any change in the expected credit loss are included as a component of Structured Investment Program interest income on the accompanying Condensed Consolidated Statements of Comprehensive Income.
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The Company evaluates each SIP commitment to determine the classification as a loan or an investment in a real estate development project. As of June 30, 2025, all of the SIP commitments are classified as loans. The Company includes amounts outstanding under the SIP as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company evaluates the credit risk for each commitment on an ongoing basis, estimating the reserve for credit losses using relevant available information from internal and external sources. Market-based historical credit loss data provides the basis for the estimation of expected credit losses, with adjustments, if necessary, for differences in current commitment-specific risk characteristics, such as the amount of equity capital provided by a borrower, amount of senior debt secured by the project, nature of the real estate being developed or other factors.
Unconsolidated Investments
As of June 30, 2025, the Company had investments in five unconsolidated entities with real estate holdings, with ownership interests ranging from 20 % to 50 %, coupled with other unconsolidated investments including third-party property technology and sustainability focused companies and investment management funds.
In June 2025, the Arts District joint venture, which owns an apartment community in which the Company has an ownership interest of 25 %, secured a variable rate loan of up to $173,000,000 . The outstanding borrowing is subject to an interest rate cap, which will limit the interest rate to 8.2 %, based on the current borrowing spread. The loan matures in July 2028 and has two one -year extension options, subject to certain conditions. The joint venture used the proceeds to repay its outstanding $158,735,000 , variable rate construction loan which was scheduled to mature in August 2025. The Company has provided the lender a partial payment guarantee for 25 % of the loan's maximum borrowing capacity, on behalf of the venture. Any amounts payable under the 25 % loan guarantee by the Company are obligations of the joint venture partners in proportion to their ownership interest, and in the event the Company is obligated to perform under its loan guarantee, its joint venture partner is obligated to reimburse the Company for 75 % of amounts paid. As of June 30, 2025, the loan had an outstanding balance of $161,000,000 .
The Company accounts for its unconsolidated investments under the equity method of accounting, net asset value or under the measurement alternative with the carrying amount of the investment adjusted to fair value when there is an observable transaction for the same or similar investment of the same issuer indicating a change in fair value. The significant accounting policies of the unconsolidated investments are consistent with those of the Company in all material respects. Certain of these investments are subject to various buy‑sell provisions or other rights which are customary in real estate joint venture agreements. The Company and its partners in these entities may initiate these provisions to either sell the Company's interest or acquire the interest from the Company's partner.
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Expensed Transaction, Development and Other Pursuit Costs
The Company capitalizes costs associated with its development activities to the basis of land held when future development is probable, or if the Company has either not yet acquired the land or if the project is subject to a leasehold interest, the costs are capitalized as deferred development costs ("Development Rights"). Future development of these Development Rights is dependent upon various factors, including zoning and regulatory approval, rental market conditions, construction costs and the availability of capital. Costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. If the Company determines a Development Right is no longer probable, the Company recognizes any necessary expense to write down its basis in the Development Right. The Company assesses its portfolio of land held for development as well as for investment for impairment if the intent of the Company changes with respect to either the development of, or the expected holding period for, the land. The Company incurred a charge of $2,493,000 and $1,417,000 for the three months ended June 30, 2025 and 2024, respectively, and $7,237,000 and $5,662,000 for the six months ended June 30, 2025 and 2024, respectively, for expensed transaction, development and other pursuit costs, net of recoveries, which include development pursuits that were not yet probable of future development at the time incurred, or for pursuits that we determined were no longer probable of being developed. The amounts for 2025 and 2024 include a write-off of $3,668,000 and $1,600,000 , respectively, for one
Long-Lived Assets Casualty Loss
6. Real Estate Disposition Activities
The following real estate sales occurred during the six months ended June 30, 2025 (dollars in thousands):
| Community name | Location | Period of sale | Apartment homes | Gross sales price | Gain on disposition (1) | Commercial square feet | ||||||||||||||||||||||||||||||||
| Avalon Wilton on River Road | Wilton, CT | Q1 2025 | $ | $ | ||||||||||||||||||||||||||||||||||
| Avalon Wesmont Station I & II | Wood-Ridge, NJ | Q2 2025 | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||||||||
_________________________________
(1) Gain on disposition was reported in gain on sale of communities on the accompanying Condensed Consolidated Statements of Comprehensive Income.
At June 30, 2025, the Company had four real estate assets that qualified as held for sale.
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7. Commitments and Contingencies
Legal Contingencies
The Company recognizes a loss associated with contingent legal matters when the loss is probable and estimable.
In 2022 and early 2023, the Company was named as a defendant in cases brought by private litigants alleging antitrust violations by RealPage, Inc. and owners and/or operators of multifamily housing which utilize revenue management systems provided by RealPage, Inc. The Company engaged with the plaintiffs' counsel to explain why it believed that these cases were without merit as they pertained to the Company. Following these discussions, the plaintiffs filed a notice of voluntary dismissal in July 2023, which resulted in the Company being dismissed without prejudice from these cases. Subsequently, on November 1, 2023, the District of Columbia filed a lawsuit in the Superior Court of the District of Columbia against RealPage, Inc. and a number of owners and/or operators of multifamily housing in the District of Columbia, including the Company, alleging that the defendants violated the District of Columbia Antitrust Act by unlawfully agreeing to use RealPage, Inc. revenue management systems and sharing sensitive data (the “D.C. Antitrust Litigation”). On May 29, 2024, the Superior Court granted the Company’s original motion to dismiss this case as it pertains to the Company. On January 9, 2025, the District of Columbia filed an amended complaint in the D.C. Antitrust Litigation, which included the Company as a defendant, and the Company subsequently filed a motion to dismiss the litigation as it pertains to the Company. On April 7, 2025, the Superior Court of the District of Columbia denied the Company's motion to dismiss. See Note 12, "Subsequent Events," for further discussion of the D.C. Antitrust Litigation.
On January 15, 2025, the Office of the Attorney General of the State of Maryland filed a lawsuit similar to the D.C. Antitrust Litigation in the Circuit Court for Prince George’s County, Maryland in which RealPage, Inc. and a number of owners and/or operators of multifamily properties in Maryland, including the Company, have been named and alleged to have violated state antitrust law (the “Maryland Antitrust Litigation”). On February 28, 2025, the Company filed a motion to dismiss.
On April 23, 2025, the Attorney General of the State of New Jersey and the New Jersey Division of Consumer Affairs filed a lawsuit similar to the D.C. Antitrust Litigation and the Maryland Antitrust Litigation in the U.S. District Court for the District of New Jersey. The lawsuit alleges that RealPage, Inc. and a number of owners and/or operators of multifamily properties in New Jersey, including the Company, violated federal and state antitrust laws and the state consumer fraud law (the “New Jersey Antitrust Litigation”) by unlawfully agreeing to use RealPage, Inc. revenue management systems and other related actions. See Note 12, "Subsequent Events," for further discussion of the New Jersey Antitrust Litigation.
While the Company intends to vigorously defend against the D.C. Antitrust Litigation, the Maryland Antitrust Litigation and the New Jersey Antitrust Litigation, given the early stages of these lawsuits, the Company is unable to predict the outcome or estimate the amount of loss, if any, that may result from the lawsuits.
The Company is involved in various other claims and/or administrative proceedings that arise in the ordinary course of its business. While no assurances can be given, the Company does not currently believe that any of these other outstanding litigation matters, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations.
Lease Obligations
The Company owns seven apartment communities, two commercial properties and one development right located on land subject to ground leases expiring between July 2046 and May 2123. The Company has purchase options for all ground leases expiring prior to 2062. The ground leases for six of the seven apartment communities, the two commercial properties and one development right are operating leases, with rental expense recognized on a straight-line basis over the lease term. The one development right ground lease contains an early termination right if construction of the initial improvements does not occur before June 2026. In addition, the Company is party to 13 leases for its corporate and regional offices with varying terms through 2031, all of which are operating leases.
As of June 30, 2025 and December 31, 2024, the Company had total operating lease assets of $123,053,000 and $126,572,000 , respectively, and lease obligations of $149,403,000 and $153,333,000 , respectively, reported as components of right of use lease assets and lease liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company incurred costs of $3,836,000 and $4,206,000 for the three months ended June 30, 2025 and 2024, respectively, and $7,771,000 and $8,377,000 for the six months ended June 30, 2025 and 2024, respectively, related to operating leases.
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The Company has one apartment community located on land subject to a ground lease and four leases for portions of parking garages adjacent to apartment communities that are finance leases. As of June 30, 2025 and December 31, 2024, the Company had total finance lease assets of $27,862,000 and $28,082,000 , respectively, and total finance lease obligations of $19,916,000 and $19,949,000 , respectively, reported as components of right of use lease assets and lease liabilities on the accompanying Condensed Consolidated Balance Sheets.
8. Segment Reporting
The Company's reportable operating segments include Same Store, Other Stabilized and Development/Redevelopment. Annually as of January 1, the Company determines which of its communities fall into each of these categories and generally maintains that classification throughout the year for the purpose of reporting segment operations, unless disposition or redevelopment plans regarding a community change. In addition, the Company owns land for future development and has other corporate assets that are not allocated to an operating segment.
The Company's segment disclosures present the measure(s) used by the Chief Operating Decision Maker ("CODM") for assessing each segment's performance. The Company's CODM is comprised of several members of its executive management team, including its Chief Executive Officer and President, Chief Financial Officer, Chief Investment Officer, Chief Operating Officer, and Executive Vice President- Portfolio and Asset Management. The CODM uses net operating income ("NOI") as the primary financial measure for Same Store communities and Other Stabilized communities. NOI is defined by the Company as total property revenue less direct property operating expenses (including property taxes), and excluding corporate-level income (including management, development and other fees), property management and other indirect operating expenses, net of corporate income, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, Structured Investment Program interest income, depreciation expense, income tax expense (benefit), casualty and impairment loss, gain on sale of communities, other real estate activity and net operating income from real estate assets sold or held for sale. The CODM evaluates the Company's financial performance on a consolidated residential and commercial basis. The commercial results attributable to the non-apartment components of the Company's mixed-use communities and other nonresidential operations represent 1.4 % and 1.8 % of total NOI for the three months ended June 30, 2025 and 2024, respectively, and 1.7 % and 1.7 % of total NOI for the six months ended June 30, 2025 and 2024, respectively. Although the Company considers NOI a useful measure of a community's or communities' operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities, as determined in accordance with GAAP. NOI excludes a number of income and expense categories as detailed in the reconciliation of NOI to net income and consistent with how the Company's CODM evaluates total NOI.
A reconciliation of NOI to net income for the three and six months ended June 30, 2025 and 2024 is as follows (dollars in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Property management and other indirect operating expenses, net of corporate income | |||||||||||||||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Loss (income) from unconsolidated investments | ( | ( | |||||||||||||||||||||
| Structured Investment Program interest income | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Income tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Casualty loss | |||||||||||||||||||||||
| Gain on sale of communities | ( | ( | ( | ( | |||||||||||||||||||
| Other real estate activity | ( | ( | ( | ( | |||||||||||||||||||
| Net operating income from real estate assets sold or held for sale | ( | ( | ( | ( | |||||||||||||||||||
| Net operating income | $ | $ | $ | $ | |||||||||||||||||||
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The following is a summary of NOI from real estate assets sold or held for sale for the periods presented (dollars in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Rental income from real estate assets sold or held for sale | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses from real estate assets sold or held for sale | ( | ( | ( | ( | |||||||||||||||||||
| Net operating income from real estate assets sold or held for sale | $ | $ | $ | $ | |||||||||||||||||||
The primary performance measure for communities under development or redevelopment depends on the stage of completion. While under development, management monitors actual construction costs against budgeted costs as well as lease-up pace and rent levels compared to budget.
The following table details the Company's segment information as of the dates specified (dollars in thousands). The segments are classified based on the individual community's status at January 1, 2025. Segment information for the three and six months ended June 30, 2025 and 2024 has been adjusted to exclude the real estate assets that were sold from January 1, 2024 through June 30, 2025, or otherwise qualify as held for sale as of June 30, 2025, as described in Note 6, "Real Estate Disposition Activities."
For the three months ended June 30, 2025 | |||||||||||||||||||||||
| Same Store | Other Stabilized | Development / Redevelopment | Total (1) (2) | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Same Store Operating Expense | |||||||||||||||||||||||
| Property Taxes | ( | ( | |||||||||||||||||||||
| Payroll | ( | ( | |||||||||||||||||||||
| Repairs & Maintenance | ( | ( | |||||||||||||||||||||
| Utilities | ( | ( | |||||||||||||||||||||
| Office Operations | ( | ( | |||||||||||||||||||||
| Insurance | ( | ( | |||||||||||||||||||||
| Marketing | ( | ( | |||||||||||||||||||||
| Same Store Operating Expense | ( | ( | |||||||||||||||||||||
| Non-Same Store Operating Expense | ( | ( | ( | ||||||||||||||||||||
| Total Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total NOI | $ | $ | $ | $ | |||||||||||||||||||
| Gross Real Estate | $ | $ | $ | $ | |||||||||||||||||||
For the three months ended June 30, 2024 | |||||||||||||||||||||||
| Same Store | Other Stabilized | Development / Redevelopment | Total (1) (2) | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Same Store Operating Expense | |||||||||||||||||||||||
| Property Taxes | ( | ( | |||||||||||||||||||||
| Payroll | ( | ( | |||||||||||||||||||||
| Repairs & Maintenance | ( | ( | |||||||||||||||||||||
| Utilities | ( | ( | |||||||||||||||||||||
| Office Operations | ( | ( | |||||||||||||||||||||
| Insurance | ( | ( | |||||||||||||||||||||
| Marketing | ( | ( | |||||||||||||||||||||
| Same Store Operating Expense | ( | ( | |||||||||||||||||||||
| Non-Same Store Operating Expense | ( | ( | ( | ||||||||||||||||||||
| Total Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total NOI | $ | $ | $ | $ | |||||||||||||||||||
| Gross Real Estate | $ | $ | $ | $ | |||||||||||||||||||
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For the six months ended June 30, 2025 | |||||||||||||||||||||||
| Same Store | Other Stabilized | Development / Redevelopment | Total (1) (2) | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Same Store Operating Expense | |||||||||||||||||||||||
| Property Taxes | ( | — | — | ( | |||||||||||||||||||
| Payroll | ( | — | — | ( | |||||||||||||||||||
| Repairs & Maintenance | ( | — | — | ( | |||||||||||||||||||
| Utilities | ( | — | — | ( | |||||||||||||||||||
| Office Operations | ( | — | — | ( | |||||||||||||||||||
| Insurance | ( | — | — | ( | |||||||||||||||||||
| Marketing | ( | — | — | ( | |||||||||||||||||||
| Same Store Operating Expense | ( | ( | |||||||||||||||||||||
| Non-Same Store Operating Expense | ( | ( | ( | ||||||||||||||||||||
| Total Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total NOI | $ | $ | $ | $ | |||||||||||||||||||
| Gross Real Estate | $ | $ | $ | $ | |||||||||||||||||||
For the six months ended June 30, 2024 | |||||||||||||||||||||||
| Same Store | Other Stabilized | Development / Redevelopment | Total (1) (2) | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Same Store Operating Expense | |||||||||||||||||||||||
| Property Taxes | ( | — | — | ( | |||||||||||||||||||
| Payroll | ( | — | — | ( | |||||||||||||||||||
| Repairs & Maintenance | ( | — | — | ( | |||||||||||||||||||
| Utilities | ( | — | — | ( | |||||||||||||||||||
| Office Operations | ( | — | — | ( | |||||||||||||||||||
| Insurance | ( | — | — | ( | |||||||||||||||||||
| Marketing | ( | — | — | ( | |||||||||||||||||||
| Same Store Operating Expense | ( | ( | |||||||||||||||||||||
| Non-Same Store Operating Expense | ( | ( | ( | ||||||||||||||||||||
| Total Expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total NOI | $ | $ | $ | $ | |||||||||||||||||||
| Gross Real Estate | $ | $ | $ | $ | |||||||||||||||||||
__________________________________
(1)Does not include non-allocated revenue. Non-allocated revenue represents third-party property management, developer fees and miscellaneous income and other ancillary items which are not allocated to a reportable segment. Non-allocated revenue is $1,594 and $1,830 for the three months ended June 30, 2025 and 2024, respectively, and $3,336 and $3,625 for the six months ended June 30, 2025 and 2024, respectively.
(2) Does not include non-allocated gross real estate and land held for development. Non-allocated gross real estate is $117,894 and $117,171 as of June 30, 2025 and 2024, respectively. Land held for development gross real estate is $101,066 and $174,997 as of June 30, 2025 and 2024, respectively.
9. Stock-Based Compensation Plans
As part of its long-term compensation plans, the Company has granted stock options, performance awards and restricted stock under the Plan. Details of the outstanding awards and activity under the Plan for the six months ended June 30, 2025 are presented below.
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Stock Options:
| Options | Weighted average exercise price per option | |||||||||||||
Options Outstanding at December 31, 2024 | $ | |||||||||||||
| Granted (1) | ||||||||||||||
| Exercised | ( | |||||||||||||
| Forfeited | ||||||||||||||
| Expired | ||||||||||||||
Options Outstanding at June 30, 2025 | $ | |||||||||||||
Options Exercisable at June 30, 2025 | $ | |||||||||||||
__________________________________
(1)All options are from recipient elections to receive a portion of earned restricted stock awards in the form of stock options.
Performance Awards:
| Performance awards | Weighted average grant date fair value per award | |||||||||||||
Outstanding at December 31, 2024 | $ | |||||||||||||
| Granted (1) | ||||||||||||||
| Change in awards based on performance (2) | ||||||||||||||
| Converted to shares of common stock | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
Outstanding at June 30, 2025 | $ | |||||||||||||
__________________________________
(1)The shares of common stock that may be earned is based on the total shareholder return metrics for the Company's common stock for 43,277 performance awards and financial metrics related to operating performance and leverage metrics of the Company for 35,404 performance awards.
(2)Represents the change in the number of performance awards earned based on performance achievement.
The Company used a Monte Carlo model to assess the compensation cost associated with the portion of the performance awards granted for which achievement will be determined by using total shareholder return measures. The assumptions used are as follows:
| 2025 | ||||||||
| Dividend yield | ||||||||
| Estimated volatility over the life of the plan (1) | ||||||||
| Risk free rate | ||||||||
| Estimated performance award value based on total shareholder return measure | $ | |||||||
(1)Estimated volatility over the life of the plan is using 50 % historical volatility and 50 % implied volatility.
For the portion of the performance awards granted in 2025 for which achievement will be determined by using financial metrics, the compensation cost was based on an average grant date value of $221.58 .
Restricted Stock:
| Restricted stock shares | Weighted average grant date fair value per share | |||||||||||||
Outstanding at December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
Outstanding at June 30, 2025 | $ | |||||||||||||
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10. Related Party Arrangements
Unconsolidated Entities
The Company manages unconsolidated real estate entities and provides other real estate related services to third parties, for which it receives asset management, property management, construction, development and redevelopment fee revenue. From these entities, the Company earned fees of $1,594,000 and $1,830,000 for the three months ended June 30, 2025 and 2024, respectively, and $3,336,000 and $3,625,000 for the six months ended June 30, 2025 and 2024. In addition, the Company had outstanding receivables associated with its property and construction management roles of $4,119,000 and $1,680,000 as of June 30, 2025 and December 31, 2024, respectively.
Director Compensation
The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock units in the amount of $604,000 and $603,000 for the three months ended June 30, 2025 and 2024, respectively, and $1,192,000 and $1,199,000 for the six months ended June 30, 2025 and 2024, respectively, as a component of general and administrative expense. Deferred compensation relating to these restricted stock grants and deferred stock units to non-employee directors was $1,834,000 and $786,000 on June 30, 2025 and December 31, 2024, respectively, reported as a component of prepaid expenses and other assets on the accompanying Condensed Consolidated Balance Sheets.
11. Fair Value
Financial Instruments Carried at Fair Value
Derivative Financial Instruments
Hedging Derivatives are carried at fair value in the Company's financial statements. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions which have an A or better credit rating by the Standard & Poor's Ratings Group or equivalent, and monitors the credit ratings of counterparties and the exposure of the Company to any single entity. The Company believes the likelihood of realizing losses from counterparty nonperformance is remote. The Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, such as interest rate, term to maturity and volatility. The Hedging Derivatives credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads, which the Company concluded are not significant. As a result, the Company determined that its derivative valuations are classified in Level 2 of the fair value hierarchy.
The following table summarizes the consolidated derivative positions at June 30, 2025 (dollars in thousands):
| Non-designated Hedges | Cash Flow Hedges | ||||||||||
| Interest Rate Caps | Interest Rate Swaps | ||||||||||
| Notional balance | $ | $ | |||||||||
| Weighted average interest rate (1) | % | N/A | |||||||||
| Weighted average capped/swapped interest rate | % | % | |||||||||
| Earliest maturity date | February 2026 | April 2029 | |||||||||
| Latest maturity date | January 2027 | April 2029 | |||||||||
____________________________________
(1)For debt hedged by interest rate caps, represents the weighted average interest rate on the hedged debt prior to any impact of the associated interest rate caps.
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During the three and six months ended June 30, 2025, the Company entered into interest rate swap agreements with a notional amount of $150,000,000 and $450,000,000 , respectively, to reduce the impact of variability in interest rates on the Term Loan entered into in April 2025, which the Company expects to remain outstanding over the life of the Term Loan.
During the three and six months ended June 30, 2025, in connection with the issuance of the Company's $400,000,000 unsecured notes in July 2025 maturing in August 2035, the Company terminated $200,000,000 4,099,000 in July 2025 which will be recognized over the life of the unsecured notes as a reduction in the effective interest rate. Of the $200,000,000 100,000,000 were entered into during the six months ended June 30, 2025. The Company has deferred these gains in accumulated other comprehensive income on the accompanying Consolidated Balance Sheets, and is recognizing the impact as a component of interest expense, net, over the term of the respective hedged debt.
The Company had certain derivatives not designated as hedges during the three and six months ended June 30, 2025 and 2024, for which fair value changes during each of the respective periods were not material.
The Company anticipates reclassifying approximately $1,676,000 of net hedging gains from accumulated other comprehensive income into earnings within the next 12 months as an offset to the hedged item during this period.
Financial Instruments Not Carried at Fair Value
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalent and restricted cash balances are held with various financial institutions within accounts designed to preserve principal. The Company monitors credit ratings of these financial institutions and the concentration of cash, cash equivalents and restricted cash balances with any one financial institution and believes the likelihood of realizing material losses related to cash, cash equivalent and restricted cash balances is remote. Cash, cash equivalents and restricted cash are carried at their face amounts, which reasonably approximate their fair values and are Level 1 within the fair value hierarchy.
Other Financial Instruments
Rents and other receivables and prepaid expenses, accounts and construction payable and accrued expenses and other liabilities are carried at their face amounts, which reasonably approximate their fair values. The Company determined that its notes receivables approximate fair value, because interest rates, yields and other terms are consistent with interest rates, yields and other terms currently available for similar instruments and are considered to be a Level 2 price within the fair value hierarchy.
Equity Securities
The Company has direct equity investments in third-party property technology and sustainability focused companies. These investments are accounted for using the measurement alternative and are valued at the market price of observable transactions. During the three months ended June 30, 2025 and 2024, the Company recognized unrealized losses of $1,203,000 and unrealized gains of $1,177,000 , respectively, and unrealized losses of $2,445,000 and unrealized gains of $9,562,000 during the six months ended June 30, 2025 and 2024, respectively, related to these investments, which was reported as a component of income from unconsolidated investments on the accompanying Condensed Consolidated Statements of Comprehensive Income. The Company has recorded cumulative fair value adjustments of $34,687,000 for unrealized gains related to equity securities.
Indebtedness
The Company values its fixed rate unsecured notes using quoted market prices, a Level 1 price within the fair value hierarchy. The Company values its mortgage notes payable, the Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program using a discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the instrument, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The process also considers credit valuation adjustments to appropriately reflect the Company's nonperformance risk. The Company has concluded that the value of its mortgage notes payable, Term Loan and any outstanding amounts under the Credit Facility and Commercial Paper Program are Level 2 prices as the majority of the inputs used to value its positions fall within Level 2 of the fair value hierarchy.
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Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis
The following tables summarize the classification between the three levels of the fair value hierarchy of the Company's financial instruments measured/disclosed at fair value on a recurring basis (dollars in thousands):
| June 30, 2025 | ||||||||||||||||||||||||||
| Description | Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Investments | ||||||||||||||||||||||||||
| Notes Receivable, net | $ | $ | $ | |||||||||||||||||||||||
| Non-designated Hedges | ||||||||||||||||||||||||||
| Interest Rate Caps | ||||||||||||||||||||||||||
| Interest Rate Swaps - Assets | ||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Interest Rate Swaps - Liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| Indebtedness | ||||||||||||||||||||||||||
| Fixed rate unsecured notes | ||||||||||||||||||||||||||
Mortgage notes payable and Commercial Paper Program | ||||||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Description | Total Fair Value | Quoted Prices in Active Markets for Identical Asset (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
| Investments | ||||||||||||||||||||||||||
| Notes Receivable, net | $ | $ | $ | |||||||||||||||||||||||
| Non-designated Hedges | ||||||||||||||||||||||||||
| Interest Rate Caps | ||||||||||||||||||||||||||
| Interest Rate Swaps - Assets | ||||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
| Indebtedness | ||||||||||||||||||||||||||
| Fixed rate unsecured notes | $ | $ | $ | $ | ||||||||||||||||||||||
Mortgage notes payable and Commercial Paper Program | ||||||||||||||||||||||||||
| Total Liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
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12. Subsequent Events
The Company has evaluated subsequent events through the date on which this Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion.
In July and August 2025 through the date this Form 10-Q was filed, the Company had the following activity:
•The Company issued $400,000,000 principal amount of unsecured notes in a public offering under its existing shelf registration statement for proceeds net of discount and underwriting fees of approximately $394,888,000 , before considering the impact of other offering costs. The notes mature in August 2035 and were issued at a 5.00 % interest rate. The effective interest rate of the notes is 5.05 %, considering the net proceeds and including the impact of offering costs and hedging activity.
•On July 11, 2025, the Company filed a motion for judgement on the pleadings to dismiss the D.C. Antitrust Litigation as it pertains to the Company. See Note 7, "Commitments and Contingencies," for further discussion of the D.C. Antitrust Litigation.
•On July 29, 2025, the Company filed a motion to dismiss the New Jersey Antitrust Litigation as it pertains to the Company. See Note 7, "Commitments and Contingencies," for further discussion of the New Jersey Antitrust Litigation.
•On August 1, 2025, the Company amended the Credit Facility to extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets. The reductions or increases can range from (0.02 )% to 0.02 % to the interest rate margin and (0.005 )% to 0.005 % to the commitment fee. All other terms of the Credit Facility, including its maturity date of April 2030, remain unchanged. See Note 3, "Debt," for further discussion of the Credit Facility.
•On August 1, 2025, the Company amended the Term Loan to (i) to exercise its full accordion option to increase the amount of its Term Loan by $100,000,000 to $550,000,000 and (ii) extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin reductions or increases related to certain environmental sustainability targets that can range from (0.02 )% to 0.02 % in the aggregate. The additional borrowing was hedged with interest rate swaps entered into in July 2025. Including the total borrowing of $550,000,000 and the impact of all swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and the Company's current borrowing spread to SOFR, the effective interest rate on borrowings under the Term Loan is 4.44 %. All other terms of the Term Loan, including its maturity date of April 2029, remain unchanged. See Note 3, "Debt," for further discussion of the Term Loan.
•On August 6, 2025, the Company amended each of the forward contracts related to the September 2024 Equity Offering to extend the settlement of the forward contracts to a date no later than December 31, 2026. See Note 4, "Equity," for further discussion of the September 2024 Equity Offering.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help provide an understanding of our business, financial condition and results of operations. This MD&A should be read in conjunction with our Condensed Consolidated Financial Statements and the accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this report. This report, including the following MD&A, contains forward-looking statements regarding future events or trends that should be read in conjunction with the factors described under "Forward-Looking Statements" included in this report. Actual results or developments could differ materially from those projected in such statements as a result of the factors described under "Forward-Looking Statements" as well as the risk factors described in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Form 10-K") and in Part II, Item 1A. "Risk Factors" in this report.
Capitalized terms used without definition have the meanings provided elsewhere in this Form 10-Q.
Executive Overview
Business Description
AvalonBay Communities, Inc. (the “Company,” “we,” “our” and “us” which terms, unless the context otherwise requires, refer to AvalonBay Communities, Inc. together with its subsidiaries), is a Maryland corporation that has elected to be treated as a real
estate investment trust (“REIT”) for federal income tax purposes. We develop, redevelop, acquire, own and operate apartment communities in New England, the New York/New Jersey metro area, the Mid-Atlantic, the Pacific Northwest, and Northern and Southern California, as well as in our expansion regions of Raleigh-Durham and Charlotte, North Carolina, Southeast Florida, Dallas and Austin, Texas, and Denver, Colorado. We focus on leading metropolitan areas that we believe are generally characterized by growing employment in high wage sectors of the economy, higher cost of home ownership and a diverse and vibrant quality of life. We believe these market characteristics have offered, and will continue to offer, the opportunity for superior risk-adjusted returns over the long-term on apartment community investments relative to other markets that do not have these characteristics.
Our principal financial goal is to increase long-term shareholder value through the development, redevelopment, acquisition, ownership, operation and asset management and, when appropriate, disposition of apartment communities in our markets. To help meet this goal, we regularly (i) monitor our investment allocation by geographic market and product type, (ii) develop, redevelop and acquire interests in apartment communities in our selected markets, (iii) efficiently operate our communities to maximize resident satisfaction and shareholder return, (iv) selectively sell apartment communities that no longer meet our long term strategy or when opportunities are presented to realize a portion of the value created through our investment and redeploy the proceeds from those sales and (v) maintain a capital structure that we believe is aligned with our business risks and allows us to maintain continuous access to cost-effective capital. We pursue our development, redevelopment, investment and operating activities with the purpose of “Creating a Better Way to Live.”
Second Quarter 2025 Operating Highlights
•Net income attributable to common stockholders for the three months ended June 30, 2025 was $268,665,000, an increase of $14,731,000, or 5.8%, from the prior year period. The increase was primarily attributable to increases in real estate sales and related gains and an increase in NOI from communities over the prior year period.
•Same Store NOI attributable to our apartment rental operations, including parking and other ancillary residential ("Residential") revenue, for the three months ended June 30, 2025 was $477,180,000, an increase of $12,578,000, or 2.7%, over the prior year period. The increase over the prior year period was due to an increase in Residential revenue of $19,966,000, or 3.0%, partially offset by an increase in Residential property operating expenses of $7,388,000, or 3.6%.
Second Quarter 2025 Development Highlights
At June 30, 2025, we owned or held a direct or indirect interest in:
•20 wholly-owned communities under construction, which are expected to contain 7,299 apartment homes with a projected total capitalized cost of $2,780,000,000.
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•Land or rights to land on which we expect to develop an additional 28 apartment communities that, if developed as expected, will contain 8,854 apartment homes.
Second Quarter 2025 Real Estate Transactions Highlights
During the three months ended June 30, 2025, we had the following activity:
•We acquired six apartment communities, in the Dallas-Fort Worth metropolitan area, containing 1,844 apartment homes for $415,579,000, with the consideration comprised of a cash payment of $193,000,000 and the issuance of 1,060,000 DownREIT Units.
•We sold two wholly-owned communities, Avalon Wesmont Station I & II, located in Wood-Ridge, NJ and containing 406 apartment homes and 18,000 square feet of commercial space, for $161,500,000, for a gain in accordance with GAAP of $99,636,000.
Communities Overview
Our real estate investments consist primarily of current operating apartment communities ("Current Communities"), consolidated and unconsolidated communities in various stages of development ("Development" communities and "Unconsolidated Development" communities) and Development Rights (as defined below). Our Current Communities are further classified as Same Store communities, Other Stabilized communities, Redevelopment communities and Unconsolidated communities. While we generally establish the classification of communities on an annual basis, we update the classification of communities during the calendar year to the extent that our plans with regard to the disposition or redevelopment of a community change, or if something occurs that materially impacts the operations of a community such as a casualty loss. The following is a description of each category:
Current Communities are categorized as Same Store, Other Stabilized, Redevelopment, or Unconsolidated according to the following attributes:
•Same Store is composed of consolidated communities where a comparison of operating results from the prior year to the current year is meaningful as these communities were owned and had stabilized occupancy as of the beginning of the prior year period. For the six month periods ended June 30, 2025 and 2024, Same Store communities are consolidated for financial reporting purposes, had stabilized occupancy as of January 1, 2024, are not conducting or are not probable to conduct substantial redevelopment activities and are not held for sale as of June 30, 2025 or probable for disposition to unrelated third parties within the current year. A community is considered to have stabilized occupancy at the earlier of (i) attainment of 90% physical occupancy or (ii) the one-year anniversary of completion of development or redevelopment.
•Other Stabilized is composed of completed consolidated communities that we own and that are not Same Store but which have stabilized occupancy, as defined above, as of January 1, 2025, or which were acquired subsequent to January 1, 2024. Other Stabilized excludes communities that are conducting or are probable to conduct substantial redevelopment activities within the current year, as defined below.
•Redevelopment is composed of consolidated communities where substantial redevelopment occurred, is in progress, or is probable to begin during the fiscal year. Redevelopment is considered substantial when (i) capital invested is expected to exceed the lesser of $5,000,000 or 10% of the community's pre-redevelopment basis and (ii) physical occupancy is below or is expected to be below 90% during, or as a result of, the redevelopment activity.
•Unconsolidated is composed of communities that we have an indirect ownership interest in through our investment interest in an unconsolidated joint venture.
Development is composed of consolidated communities that are either currently under construction, were under construction and were completed during the current year or where construction has been complete for less than one year and that do not have stabilized occupancy. These communities may be partially or fully complete and operating.
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Unconsolidated Development is composed of communities that are either currently under construction, or were under construction and were completed during the current year, in which we have an indirect ownership interest through our investment interest in an unconsolidated joint venture. These communities may be partially or fully complete and operating.
Development Rights are development opportunities in the early phase of the development process where we either have an option to acquire land or enter into a leasehold interest, where we are the buyer under a long-term conditional contract to purchase land, where we control the land through a ground lease or own land to develop a new community, or where we are the designated developer in a public-private partnership. We capitalize related pre-development costs incurred in pursuit of new developments for which we currently believe future development is probable.
We currently lease our corporate headquarters located in Arlington, Virginia, as well as our other regional and administrative offices, under operating leases.
As of June 30, 2025, communities that we owned or held a direct or indirect interest in were classified as follows:
| Number of communities | Number of apartment homes | |||||||||||||
| Current Communities | ||||||||||||||
| Same Store: | ||||||||||||||
| New England | 38 | 9,535 | ||||||||||||
| Metro NY/NJ | 40 | 12,643 | ||||||||||||
| Mid-Atlantic | 40 | 14,086 | ||||||||||||
| Southeast Florida | 8 | 2,837 | ||||||||||||
| Denver, CO | 6 | 1,539 | ||||||||||||
| Pacific Northwest | 18 | 5,109 | ||||||||||||
| Northern California | 39 | 12,046 | ||||||||||||
| Southern California | 58 | 17,796 | ||||||||||||
| Other Expansion Regions | 9 | 2,512 | ||||||||||||
| Total Same Store | 256 | 78,103 | ||||||||||||
| Other Stabilized: | ||||||||||||||
| New England | 1 | 162 | ||||||||||||
| Metro NY/NJ | 3 | 739 | ||||||||||||
| Mid-Atlantic | 3 | 1,110 | ||||||||||||
| Southeast Florida | 1 | 254 | ||||||||||||
| Denver, CO | 2 | 653 | ||||||||||||
| Pacific Northwest | 2 | 681 | ||||||||||||
| Northern California | 1 | 499 | ||||||||||||
| Southern California | 1 | 100 | ||||||||||||
| Other Expansion Regions | 11 | 3,389 | ||||||||||||
| Total Other Stabilized | 25 | 7,587 | ||||||||||||
| Redevelopment | — | — | ||||||||||||
| Unconsolidated | 9 | 2,722 | ||||||||||||
| Total Current | 290 | 88,412 | ||||||||||||
| Development | 25 | 8,800 | ||||||||||||
| Unconsolidated Development | — | — | ||||||||||||
| Total Communities | 315 | 97,212 | ||||||||||||
| Development Rights | 28 | 8,854 | ||||||||||||
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Results of Operations
Our results of operations are driven by our operating platform and are primarily affected by both overall and individual geographic market conditions and apartment fundamentals and are reflected in changes in Same Store NOI; NOI derived from acquisitions, development completions and development under construction and in lease-up; loss of NOI related to disposed communities; and capital market and financing activity. A comparison of our operating results for the three and six months ended June 30, 2025 and 2024 is as follows (unaudited, dollars in thousands).
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Revenue: | ||||||||||||||||||||||||||||||||
| Rental and other income | $ | 758,601 | $ | 724,211 | $ | 1,502,739 | $ | 1,435,275 | ||||||||||||||||||||||||
| Management, development and other fees | 1,594 | 1,830 | 3,336 | 3,625 | ||||||||||||||||||||||||||||
| Total revenue | 760,195 | 726,041 | 1,506,075 | 1,438,900 | ||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Direct property operating expenses, excluding property taxes | 151,193 | 140,200 | 300,380 | 279,111 | ||||||||||||||||||||||||||||
| Property taxes | 86,031 | 81,056 | 167,862 | 160,836 | ||||||||||||||||||||||||||||
| Total community operating expenses | 237,224 | 221,256 | 468,242 | 439,947 | ||||||||||||||||||||||||||||
| Property management and other indirect operating expenses | (39,747) | (39,395) | (77,590) | (76,400) | ||||||||||||||||||||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | (2,493) | (1,417) | (7,237) | (5,662) | ||||||||||||||||||||||||||||
| Interest expense, net | (64,801) | (57,078) | (124,665) | (111,844) | ||||||||||||||||||||||||||||
| Depreciation expense | (231,730) | (206,923) | (449,618) | (419,192) | ||||||||||||||||||||||||||||
| General and administrative expense | (22,997) | (19,586) | (42,777) | (39,917) | ||||||||||||||||||||||||||||
| Casualty and impairment loss | (858) | — | (858) | (2,935) | ||||||||||||||||||||||||||||
| (Loss) income from unconsolidated investments | (1,052) | 866 | (2,051) | 8,595 | ||||||||||||||||||||||||||||
| Structured Investment Program interest income | 6,937 | 3,956 | 13,050 | 7,074 | ||||||||||||||||||||||||||||
| Gain on sale of communities | 99,457 | 68,556 | 155,926 | 68,486 | ||||||||||||||||||||||||||||
| Other real estate activity | 3,637 | 181 | 3,792 | 322 | ||||||||||||||||||||||||||||
| Income before income taxes | 269,324 | 253,945 | 505,805 | 427,480 | ||||||||||||||||||||||||||||
| Income tax benefit | 531 | 62 | 647 | 84 | ||||||||||||||||||||||||||||
| Net income | 269,855 | 254,007 | 506,452 | 427,564 | ||||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | (1,190) | (73) | (1,190) | (181) | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 268,665 | $ | 253,934 | $ | 505,262 | $ | 427,383 | ||||||||||||||||||||||||
Net income attributable to common stockholders increased $14,731,000, or 5.8%, to $268,665,000 and $77,879,000, or 18.2%, to $505,262,000 for the three and six months ended June 30, 2025, respectively, as compared to the prior year periods, primarily due to real estate sales and related gains in the current year and increases in NOI from communities.
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NOI. We define NOI as total property revenue less direct property operating expenses (including property taxes), and excluding corporate-level income (including management, development and other fees), property management and other indirect operating expenses, net of corporate income, expensed transaction, development and other pursuit costs, net of recoveries, interest expense, net, loss on extinguishment of debt, net, general and administrative expense, income from unconsolidated investments, Structured Investment Program interest income, depreciation expense, income tax expense (benefit), casualty and impairment loss, gain on sale of communities, other real estate activity and net operating income from real estate assets sold or held for sale. Management considers NOI to be an important and appropriate supplemental performance measure to net income because it helps both investors and management to understand the core operations of a community or communities prior to the allocation of any corporate-level property management overhead or financing-related costs. NOI reflects the operating performance of a community and allows for an easier comparison of the operating performance of individual assets or groups of assets. In addition, because prospective buyers of real estate have different financing and overhead structures, with varying marginal impact to overhead as a result of acquiring real estate, NOI is considered by many in the real estate industry to be a useful measure for determining the value of a real estate asset or group of assets.
NOI does not represent cash generated from operating activities in accordance with GAAP, and NOI should not be considered an alternative to net income as an indication of our performance. NOI should also not be considered an alternative to net cash flow from operating activities, as determined by GAAP, as a measure of liquidity, nor is NOI indicative of cash available to fund cash needs. Residential NOI represents results attributable to our apartment rental operations, including parking and other ancillary residential revenue. Reconciliations of NOI and Residential NOI for the three and six months ended June 30, 2025 and 2024 to net income for each period are as follows (unaudited, dollars in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 269,855 | $ | 254,007 | $ | 506,452 | $ | 427,564 | |||||||||||||||
| Property management and other indirect operating expenses, net of corporate income | 38,153 | 37,553 | 74,253 | 72,757 | |||||||||||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries | 2,493 | 1,417 | 7,237 | 5,662 | |||||||||||||||||||
| Interest expense, net | 64,801 | 57,078 | 124,665 | 111,844 | |||||||||||||||||||
| General and administrative expense | 22,997 | 19,586 | 42,777 | 39,917 | |||||||||||||||||||
| Loss (income) from unconsolidated investments | 1,052 | (866) | 2,051 | (8,595) | |||||||||||||||||||
| Structured Investment Program interest income | (6,937) | (3,956) | (13,050) | (7,074) | |||||||||||||||||||
| Depreciation expense | 231,730 | 206,923 | 449,618 | 419,192 | |||||||||||||||||||
| Income tax benefit | (531) | (62) | (647) | (84) | |||||||||||||||||||
| Casualty loss | 858 | — | 858 | 2,935 | |||||||||||||||||||
| Gain on sale of communities | (99,457) | (68,556) | (155,926) | (68,486) | |||||||||||||||||||
| Other real estate activity | (3,637) | (181) | (3,792) | (322) | |||||||||||||||||||
| Net operating income from real estate assets sold or held for sale | (7,720) | (19,684) | (17,797) | (40,298) | |||||||||||||||||||
| NOI | 513,657 | 483,259 | 1,016,699 | 955,012 | |||||||||||||||||||
| Commercial NOI (1) | (7,190) | (8,516) | (17,092) | (16,056) | |||||||||||||||||||
| Residential NOI | $ | 506,467 | $ | 474,743 | $ | 999,607 | $ | 938,956 | |||||||||||||||
_________________________
(1)Represents results attributable to the commercial and other non-residential operations at our communities ("Commercial").
The Residential NOI changes for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 consist of changes in the following categories (unaudited, dollars in thousands):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Increase/ (Decrease) | 2025 | 2024 | Increase/ (Decrease) | ||||||||||||||||||||||||||||||
| Same Store | $ | 477,180 | $ | 464,602 | $ | 12,578 | $ | 948,085 | $ | 923,715 | $ | 24,370 | |||||||||||||||||||||||
| Other Stabilized | 25,275 | 9,832 | 15,443 | 44,785 | 14,940 | 29,845 | |||||||||||||||||||||||||||||
| Development / Redevelopment | 4,012 | 309 | 3,703 | 6,737 | 301 | 6,436 | |||||||||||||||||||||||||||||
| Total | $ | 506,467 | $ | 474,743 | $ | 31,724 | $ | 999,607 | $ | 938,956 | $ | 60,651 | |||||||||||||||||||||||
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The 2.7% increase in our Same Store Residential NOI for the three months ended June 30, 2025 is due to an increase in Residential revenue of $19,966,000, or 3.0%, partially offset by an increase in Residential property operating expenses of $7,388,000, or 3.6%, over the prior year period. The 2.6% increase in our Same Store Residential NOI for the six months ended June 30, 2025 is due to an increase in Residential revenue of $39,892,000, or 3.0%, partially offset by an increase in Residential property operating expenses of $15,522,000, or 3.8%, over the prior year period.
Rental and other income increased $34,390,000, or 4.7%, and $67,464,000, or 4.7%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, due to the increased rental revenue from our stabilized operating communities, discussed below.
Consolidated Communities — The weighted average number of occupied apartment homes for consolidated communities increased to 81,495 apartment homes for the six months ended June 30, 2025, compared to 77,215 homes for the prior year period. The weighted average monthly residential revenue per occupied apartment home decreased to $3,052 for the six months ended June 30, 2025, compared to $3,055 in the prior year period.
Same Store Communities — The following table presents the change in Same Store Residential revenue, including the attribution of the change between average revenue per occupied home and Economic Occupancy (as defined below) for the six months ended June 30, 2025 (unaudited, dollars in thousands).
| For the six months ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | 2025 to 2024 | 2025 | 2024 | 2025 to 2024 | 2025 | 2024 | 2025 to 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential revenue | Average monthly revenue per occupied home | Economic Occupancy (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ Change | % Change | % Change | % Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New England | $ | 188,396 | $ | 183,211 | $ | 5,185 | 2.8 | % | $ | 3,417 | $ | 3,323 | 2.8 | % | 96.4 | % | 96.4 | % | — | % | |||||||||||||||||||||||||||||||||||||||
| Metro NY/NJ | 277,507 | 269,015 | 8,492 | 3.2 | % | 3,805 | 3,703 | 2.8 | % | 96.1 | % | 95.7 | % | 0.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Mid-Atlantic | 207,614 | 198,425 | 9,189 | 4.6 | % | 2,565 | 2,456 | 4.4 | % | 95.8 | % | 95.6 | % | 0.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Southeast Florida | 47,996 | 48,031 | (35) | (0.1) | % | 2,907 | 2,900 | 0.2 | % | 97.0 | % | 97.3 | % | (0.3) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Denver, CO | 20,515 | 20,202 | 313 | 1.5 | % | 2,346 | 2,308 | 1.6 | % | 94.7 | % | 94.8 | % | (0.1) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Pacific Northwest | 84,861 | 81,475 | 3,386 | 4.2 | % | 2,872 | 2,748 | 4.5 | % | 96.4 | % | 96.7 | % | (0.3) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Northern California | 216,618 | 211,117 | 5,501 | 2.6 | % | 3,113 | 3,045 | 2.2 | % | 96.3 | % | 95.9 | % | 0.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Southern California | 300,402 | 293,048 | 7,354 | 2.5 | % | 2,928 | 2,855 | 2.6 | % | 96.1 | % | 96.2 | % | (0.1) | % | ||||||||||||||||||||||||||||||||||||||||||||
| Other Expansion Regions | 27,306 | 26,799 | 507 | 1.9 | % | 1,897 | 1,909 | (0.6) | % | 95.5 | % | 93.0 | % | 2.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
| Total Same Store | $ | 1,371,215 | $ | 1,331,323 | $ | 39,892 | 3.0 | % | $ | 3,044 | $ | 2,959 | 2.9 | % | 96.1 | % | 96.0 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
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(1) Economic Occupancy is defined as gross potential revenue less vacancy loss, as a percentage of gross potential revenue. Gross potential revenue is determined by valuing occupied homes at contract rates and vacant homes at market rents. Vacancy loss is determined by valuing vacant units at current market rents. Economic Occupancy considers that apartment homes of different sizes and locations within a community have different economic impacts on a community's gross revenue.
Direct property operating expenses, excluding property taxes, increased $10,993,000, or 7.8%, and $21,269,000, or 7.6%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, primarily due to the addition of newly developed and acquired apartment communities as well as increased Residential operating expenses at our Same Store communities as discussed below.
Same Store Residential direct property operating expenses, excluding property taxes, increased $5,684,000, or 4.4%, and $13,088,000, or 5.1%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, primarily due to increased (i) repairs and maintenance costs, (ii) utility costs from our bulk internet offering, and (iii) payroll costs primarily from increased employee benefit costs and bonus achievement.
Property taxes increased $4,975,000, or 6.1%, and $7,026,000, or 4.4%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, primarily due to increases for our Same Store Residential portfolio and the addition of newly developed and acquired apartment communities, partially offset by decreased property taxes from dispositions.
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Same Store Residential property taxes increased $1,704,000, or 2.3%, and $2,434,000, or 1.6%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, due to increased assessments across the portfolio and the expiration of property tax incentive programs primarily at certain of our properties in New York City, partially offset by decreased tax rates and/or successful tax appeals at certain of our properties in the current year period in excess of the prior year period.
Property management and other indirect operating expenses, net of corporate income increased $1,190,000, or 1.6%, for the six months ended June 30, 2025, compared to the prior year period, due to increased costs related to investments in technology and process related spend for initiatives to improve future efficiency in services for residents and prospects, as well as higher compensation, partially offset by a decrease in advocacy costs.
Expensed transaction, development and other pursuit costs, net of recoveries includes costs incurred for write downs and abandonment of Development Rights and development pursuits not yet considered probable for development, as well as costs related to abandoned acquisition and disposition pursuits, offset by any recoveries of costs incurred. In periods of increased acquisition and pursuit activity, periods of economic downturn or when there is limited access to capital, these costs can be volatile and may vary significantly from year to year. In addition, the timing for potential recoveries will not always align with the timing for expensing an abandoned pursuit. Expensed transaction, development and other pursuit costs, net of recoveries, was $2,493,000 and $7,237,000 for the three and six months ended June 30, 2025, respectively, and $1,417,000 and $5,662,000 for the three and six months ended June 30, 2024, respectively. The amounts for the six months ended June 30, 2025 and 2024 include a write-off of $3,668,000 and $1,600,000, respectively, for one development opportunity in each year that we determined is no longer probable.
Interest expense, net increased $7,723,000, or 13.5%, and $12,821,000, or 11.5%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. This category includes interest costs offset by capitalized interest pertaining to development and redevelopment activity, amortization of premium/discount on debt, interest income and any mark-to-market impact from derivatives not in qualifying hedge relationships. The increases for the three and six months ended June 30, 2025 are primarily due to increased effective interest expense for our unsecured indebtedness, increased commercial paper outstanding and decreases in interest income compared to the prior year periods due to lower cash amounts invested and lower rates. The increases for the three and six months ended June 30, 2025 are also due to decreased capitalized interest, compared to the prior year periods.
General and administrative expense increased $3,411,000, or 17.4%, and $2,860,000, or 7.2%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods primarily due to an increase in legal settlements and associated costs, partially offset by decreased compensation costs, including severance.
Depreciation expense increased $24,807,000, or 12.0%, and $30,426,000, or 7.3%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods, primarily due to the addition of newly developed and acquired apartment communities, partially offset by dispositions.
Casualty and impairment loss for the three and six months ended June 30, 2025 was $858,000 and the loss for the six months ended June 30, 2024 was $2,935,000, which represents property and casualty damage to certain of our communities. The charge for the three and six months ended June 30, 2025 relates to damage from a water pipe break at a community in Massachusetts. The charge for the six months ended June 30, 2024 relates to flooding and resulting water damage at communities in California from extensive rainfall and a fire at a community in New Jersey.
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Income from unconsolidated investments decreased $1,918,000 and $10,646,000 for the three and six months ended June 30, 2025, compared to the prior year periods, primarily due to unrealized losses for our investments in third-party property technology and sustainability investment funds in the current year periods and unrealized gains on our third-party property technology and sustainability fund investments in the prior year periods.
Structured Investment Program interest income increased $2,981,000 and $5,976,000 for the three and six months ended June 30, 2025, compared to the prior year periods, primarily due to the increased amount funded in our SIP investments as of the six months ended June 30, 2025, compared to the prior year period.
Gain on sale of communities increased $30,901,000 and $87,440,000 for the three and six months ended June 30, 2025, compared to the prior year periods. The amount of gain realized in a given period depends on many factors, including the number of communities sold, expected operating performance of the communities and the market conditions in the local area. For the three and six months ended June 30, 2025, we sold two and three wholly-owned communities and recognized gains of $99,457,000 and $155,926,000, respectively. For the six months ended June 30, 2024, we sold three wholly-owned communities and recognized gains of $68,486,000.
Income Tax Benefit increased $469,000 and $563,000 for the three and six months ended June 30, 2025, compared to the prior year periods, primarily related to the unrealized losses on third-party property technology and sustainability fund investments in the current year.
Non-GAAP Financial Measures - Reconciliation of FFO and Core FFO
FFO and FFO adjusted for non-core items, or “Core FFO,” as defined below, are generally considered by management to be appropriate supplemental measures of our operating and financial performance.
Consistent with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts® ("Nareit"), we calculate Funds from Operations Attributable to Common Stockholders ("FFO") as net income or loss attributable to common stockholders computed in accordance with GAAP, adjusted for:
•gains or losses on sales of previously depreciated operating communities;
•cumulative effect of a change in accounting principle;
•impairment write-downs of depreciable real estate assets;
•write-downs of investments in affiliates due to a decrease in the value of depreciable real estate assets held by those affiliates;
•depreciation of real estate assets; and
•similar adjustments for unconsolidated partnerships and joint ventures, including those from a change in control.
FFO can help with the comparison of the operating and financial performance of a real estate company between periods or as compared to different companies because the adjustments such as (i) gains or losses on sales of previously depreciated property or (ii) real estate depreciation may impact comparability as the amount and timing of these or similar items can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates. By further adjusting for items that we do not consider part of our core business operations, Core FFO can help with the comparison of our core operating performance year over year. We believe that, in order to understand our operating results, FFO and Core FFO should be considered in conjunction with net income as presented in the Condensed Consolidated Statements of Comprehensive Income included elsewhere in this report.
We calculate Core FFO as FFO, adjusted for:
•joint venture gains (if not adjusted through FFO), non-core costs and promoted interests from partnerships;
•casualty and impairment losses or gains, net on non-depreciable real estate or other investments;
•gains or losses from early extinguishment of consolidated borrowings;
•expensed transaction, development and other pursuit costs, net of recoveries;
•legal recoveries, settlement proceeds, and certain legal costs;
•property and casualty insurance proceeds;
•gains or losses on sales of assets not subject to depreciation and other investment gains or losses;
•advocacy contributions, representing payments to promote our business interests;
•hedge ineffectiveness or gains or losses from derivatives not designated as hedges for accounting purposes;
•changes to expected credit losses associated with the lending commitments under the SIP;
•severance related costs;
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•executive transition compensation costs;
•net for-sale condominium activity, including gains, marketing, operating and administrative costs and imputed carry cost; and
•income taxes.
FFO and Core FFO do not represent (i) net income in accordance with GAAP, and therefore should not be considered an alternative to net income, which remains the primary measure, as an indication of our performance, or (ii) cash generated from operating activities in accordance with GAAP, and therefore should not be considered an alternative to net cash flows from operating activities, as determined by GAAP, as a measure of liquidity. In addition, FFO and Core FFO are not necessarily indicative of cash available to fund cash needs and may not be comparable to FFO and Core FFO as calculated by other REITs.
The following is a reconciliation of net income attributable to common stockholders to FFO attributable to common stockholders and to Core FFO attributable to common stockholders (unaudited, dollars in thousands, except per share amounts):
| For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income attributable to common stockholders | $ | 268,665 | $ | 253,934 | $ | 505,262 | $ | 427,383 | |||||||||||||||
| Depreciation - real estate assets, including joint venture adjustments | 230,264 | 206,338 | 446,891 | 417,685 | |||||||||||||||||||
| Income attributable to noncontrolling interests | 1,190 | — | 1,190 | — | |||||||||||||||||||
| Gain on sale of previously depreciated real estate | (99,457) | (68,556) | (155,926) | (68,486) | |||||||||||||||||||
| Casualty loss and impairment on real estate | 858 | — | 858 | 2,935 | |||||||||||||||||||
| FFO | 401,520 | 391,716 | 798,275 | 779,517 | |||||||||||||||||||
| Adjusting items: | |||||||||||||||||||||||
| Unconsolidated entity losses (gains), net (1) | 1,223 | (1,177) | 2,465 | (9,562) | |||||||||||||||||||
| Structured Investment Program loan reserve (2) | (247) | (16) | (230) | 42 | |||||||||||||||||||
| Hedge accounting activity | 3 | 16 | 22 | 55 | |||||||||||||||||||
| Advocacy contributions | 87 | 2,107 | 87 | 2,182 | |||||||||||||||||||
| Executive transition compensation costs | — | — | — | 104 | |||||||||||||||||||
| Severance related costs | 26 | 1,030 | 202 | 1,241 | |||||||||||||||||||
| Expensed transaction, development and other pursuit costs, net of recoveries (3) | 1,407 | 471 | 5,295 | 3,605 | |||||||||||||||||||
| Other real estate activity (4) | (3,614) | (160) | (3,747) | (281) | |||||||||||||||||||
| Legal settlements and costs (5) | 4,098 | 644 | 5,576 | 1,508 | |||||||||||||||||||
| Income tax benefit | (531) | (62) | (647) | (84) | |||||||||||||||||||
| Core FFO | $ | 403,972 | $ | 394,569 | $ | 807,298 | $ | 778,327 | |||||||||||||||
| Weighted average common shares outstanding - diluted | 143,292,306 | 142,389,866 | 142,889,432 | 142,306,310 | |||||||||||||||||||
| Earnings per common share - diluted | $ | 1.88 | $ | 1.78 | $ | 3.54 | $ | 3.00 | |||||||||||||||
| FFO per common share - diluted | $ | 2.80 | $ | 2.75 | $ | 5.59 | $ | 5.48 | |||||||||||||||
| Core FFO per common share - diluted | $ | 2.82 | $ | 2.77 | $ | 5.65 | $ | 5.47 | |||||||||||||||
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(1)Amounts consist primarily of net unrealized losses (gains) on third-party property technology and sustainability fund investments.
(2)Reflects changes to expected credit losses associated with our lending commitments primarily under the SIP. The timing and amount of actual losses that will be incurred, if any, is to be determined at the maturity of each respective lending agreement.
(3)The amounts for 2025 and 2024 include a write-off of $3,668,000 and $1,600,000, respectively, for one development opportunity in each year that we determined is no longer probable.
(4)Amounts for the three and six months ended June 30, 2025 consist primarily of the gain on the sale of a development right. Amounts for the three and six months ended June 30, 2024 consist primarily of gains on sale of other non-operating real estate, as well as the imputed carry cost of for-sale residential condominiums at The Park Loggia. We compute this adjustment by multiplying the total capitalized cost of completed and unsold for-sale residential condominiums by our weighted average unsecured debt effective interest rate.
(5)Amounts for the three and six months ended June 30, 2025 include legal costs and legal settlements.
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Liquidity and Capital Resources
We employ a disciplined approach to our liquidity and capital management. When we source capital, we take into account both our view of the most cost-effective alternative available and our desire to maintain a balance sheet that provides us with flexibility. Our principal focus on near-term and intermediate-term liquidity is to ensure we have adequate capital to fund:
•development and redevelopment activity in which we are currently engaged or in which we plan to engage;
•the minimum dividend payments on our common stock required to maintain our REIT qualification under the Code;
•regularly scheduled principal and interest payments and principal payments either at maturity or opportunistically before maturity;
•normal recurring operating and corporate overhead expenses; and
•investment in our operating platform, including strategic investments.
Factors affecting our liquidity and capital resources are our cash flows from operations, financing activities and investing activities (including dispositions) as well as general economic and market conditions. Cash flows from operations are determined by operating activities and factors including but not limited to (i) the number of apartment homes currently owned, (ii) rental rates, (iii) occupancy levels, (iv) uncollectible lease revenue levels or interruptions in collections caused by market conditions (v) operating expenses and (vi) capital expenditures with respect to our communities. The timing and type of capital markets activity in which we engage is affected by changes in the capital markets environment, such as changes in interest rates or the availability of cost-effective capital. Our plans for development, redevelopment, non-routine capital expenditure, acquisition and disposition activity are affected by market conditions and capital availability. We frequently review our liquidity needs, especially in periods with volatile market conditions, as well as the adequacy of cash flows from operations and other expected liquidity sources to meet these needs.
We had cash, cash equivalents and restricted cash of $295,372,000 at June 30, 2025, an increase of $28,296,000 from $267,076,000 at December 31, 2024. The following discussion relates to changes in cash, cash equivalents and restricted cash due to operating, investing and financing activities.
A presentation of GAAP based cash flow metrics is as follows (unaudited, dollars in thousands):
| For the six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 793,715 | $ | 792,896 | |||||||
| Net cash used in investing activities | $ | (823,210) | $ | (463,803) | |||||||
| Net cash provided by (used in) financing activities | $ | 57,791 | $ | (94,700) | |||||||
•Net cash provided by operating activities increased primarily due to an increase in NOI from our stabilized operating communities as well as from our Development Communities.
•Net cash used in investing activities was primarily due to (i) the investment of $549,366,000 in the development and redevelopment of communities, (ii) acquisition of eight wholly-owned communities for $384,495,000 and (iii) capital expenditures of $110,914,000 for our wholly-owned communities and non-real estate assets. These amounts were partially offset by net proceeds from the disposition of three wholly-owned communities of $228,058,000.
•Net cash provided by financing activities was primarily due to proceeds from the issuance of commercial paper in the amount of $665,000,000, partially offset by the repayment of $525,000,000 of our 3.45% coupon unsecured notes at par upon maturity.
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Variable Rate Unsecured Credit Facility
In April 2025, we entered into the Seventh Amended and Restated Revolving Loan Agreement with a syndicate of banks (the “Credit Facility”), which replaces our prior credit facility, dated September 27, 2022. The amended and restated Credit Facility (i) increased the borrowing capacity under the Credit Facility from $2,250,000,000 to $2,500,000,000, and (ii) extended the term of the Credit Facility from September 2026 to April 2030. The interest rate that would be applicable to borrowings under the Credit Facility was 5.10% at July 31, 2025 and is composed of (i) the Secured Overnight Financing Rate ("SOFR"), applicable to the period of borrowing for a particular draw of funds from the Credit Facility (e.g., one month to maturity, three months to maturity, etc.), plus (ii) the current borrowing spread to SOFR of 0.705% per annum, assuming a daily SOFR borrowing rate. The borrowing spread to SOFR can vary from SOFR plus 0.65% to SOFR plus 1.40% based upon the rating of our unsecured senior notes. There is also an annual facility commitment fee of 0.12% of the borrowing capacity under the Credit Facility, which can vary from 0.10% to 0.30% based upon the rating of our unsecured senior notes. The Credit Facility contains a sustainability-linked pricing component which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets, specifically greenhouse gas emission reductions, with the adjustment determined annually. The most recent annual determination under the sustainability-linked pricing component occurred in July 2025, maintaining reductions of approximately 0.02% to the interest rate margin and 0.005% to the commitment fee due to our achievement of sustainability targets.
The availability on the Credit Facility as of July 31, 2025 is as follows (dollars in thousands):
| July 31, 2025 | |||||
| Credit facility commitment | $ | 2,500,000 | |||
| Credit facility outstanding | — | ||||
| Commercial paper outstanding | (530,400) | ||||
| Letters of credit outstanding (1) | (864) | ||||
| Total Credit facility available | $ | 1,968,736 | |||
_____________________________________
(1)In addition, we had $55,387 outstanding in additional letters of credit unrelated to the Credit Facility as of July 31, 2025.
Commercial Paper Program
We have a Commercial Paper Program in which we may issue unsecured commercial paper notes with maturities of less than one year. In April 2025, we increased the maximum amount of commercial paper notes that can be outstanding under the Commercial Paper Program from $500,000,000 to $1,000,000,000. The Commercial Paper Program is backstopped by our commitment to maintain available borrowing capacity under the Credit Facility in an amount equal to actual borrowings under the Commercial Paper Program. As of July 31, 2025, we had $530,400,000 of borrowings outstanding under the Commercial Paper Program.
Secured and Unsecured Borrowings - Financial Covenants and Early Repayment Provisions
We are subject to financial covenants contained in the Credit Facility, the Term Loan and the indentures under which our unsecured notes were issued. The principal financial covenants include the following:
•limitations on the amount of total and secured debt in relation to our overall capital structure;
•limitations on the amount of our unsecured debt relative to the undepreciated basis of real estate assets that are not encumbered by property-specific financing; and
•minimum levels of debt service coverage.
We were in compliance with these covenants at June 30, 2025.
In addition, some of our secured and unsecured borrowings include yield maintenance, defeasance or prepayment penalty provisions, which could result in us incurring an additional charge in the event of a full or partial prepayment of outstanding principal before the scheduled maturity. These provisions in our borrowings are generally consistent with other similar types of debt instruments issued during the same time period in which our borrowings were issued.
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Continuous Equity Offering Program
Under our continuous equity program (the "CEP"), we may sell (and/or enter into forward sale agreements for the sale of) up to $1,000,000,000 of our common stock from time to time. During 2024, we entered into forward contracts under the CEP to sell 367,113 shares of common stock for approximate proceeds, net of fees, of $80,687,000, based on the gross weighted average price of $223.27 per share, with settlement of the forward contracts expected to occur on one or more dates not later than December 31, 2025. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor. During the three and six months ended June 30, 2025 and through July 31, 2025, we did not have any sales under the CEP. As of July 31, 2025, we had $623,997,000 remaining authorized for issuance under this program, after consideration of outstanding forward contracts.
Forward Equity Offering
In addition to the CEP, during the year ended December 31, 2024, we completed the September 2024 Equity Offering of 3,680,000 shares of our common stock at a discount to the closing price of $226.52 per share, net of fees, offered in connection with forward contracts entered into with certain financial institutions acting as forward purchasers. Assuming full physical settlement of the forward contracts, we will receive approximate proceeds, net of fees, of $808,606,000, based on the initial forward price. The final proceeds will be determined on the date(s) of settlement and are subject to certain customary adjustments for dividends and a daily interest factor. On August 6, 2025, the Company amended each of the forward contracts related to the September 2024 Equity Offering to extend the settlement of the forward contracts to a date no later than December 31, 2026.
Future Financing and Capital Needs - Debt Maturities and Material Obligations
One of our principal long-term liquidity needs is the repayment of long-term debt at maturity. For both our unsecured and secured notes, a portion of the principal of these notes may be repaid prior to maturity. Early retirement of our unsecured or secured notes could result in gains or losses on extinguishment. We may use capital from a variety of sources to repay debt at maturity, including proceeds received from the dispositions of our operating communities or other direct and indirect investments in real estate and cash from operations. If we do not have funds on hand sufficient to repay our indebtedness as it becomes due, it will be necessary for us to refinance or otherwise provide liquidity to satisfy the debt at maturity. This refinancing may be accomplished by uncollateralized private or public debt offerings, equity issuances, including through the settlement of the outstanding equity forwards, additional debt financing that is secured by mortgages on individual communities or groups of communities or borrowings under our Credit Facility, Term Loan or Commercial Paper Program. In addition, to the extent we have amounts outstanding under the Commercial Paper Program, we are obligated to repay the short-term indebtedness at maturity through either current cash on hand or by incurring other indebtedness, including by way of borrowing under our Credit Facility or Term Loan. Although we believe we will have the capacity to meet our currently anticipated liquidity needs, we cannot assure you that capital from 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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The following debt and derivative activity occurred during the six months ended June 30, 2025 through the date of this Form 10-Q:
•We entered into a $450,000,000 Term Loan which matures in April 2029. The Term Loan bears interest at varying levels based on (i) the SOFR applicable to the period of borrowing for a particular draw of funds from the facility, which rate is recalculated at the end of each such period if the Term Loan remains outstanding and (ii) a stated spread over SOFR that can vary from SOFR plus 0.70% to SOFR plus 1.60% per annum based upon the rating of our unsecured and unsubordinated long-term indebtedness. The current borrowing spread to SOFR under the Term Loan is 0.78% per annum. There is also a sustainability spread adjustment that can range from (0.02)% to 0.02% in the aggregate. During the three months ended June 30, 2025, we drew down the full amount of the Term Loan. We entered into $450,000,000 notional amount of interest rate swaps to hedge the impact of variability in interest rates on the Term Loan. The swaps are coterminous with the Term Loan, maturing in April 2029. Including the impact of these swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and our current borrowing spread to SOFR, the effective interest rate on borrowings under the Term Loan was 4.46% as of June 30, 2025.
•In June 2025, we repaid $525,000,000 of our 3.45% coupon unsecured notes at par upon maturity.
•In July 2025, we issued $400,000,000 principal amount of unsecured notes in a public offering under our existing shelf registration statement for proceeds net of underwriting fees of approximately $394,888,000, before considering the impact of other offering costs. The notes mature in August 2035 and were issued at a 5.00% interest rate. The effective interest rate of the notes is 5.05%, considering the net proceeds and including the impact of offering costs and hedging activity. In connection with the issuance of our $400,000,000 unsecured notes, we terminated $200,000,000 of interest rate swap agreements designated as cash flow hedges of the interest rate variability on the issuance of the unsecured notes, receiving payments of $4,099,000 in July 2025 which will be recognized over the life of the unsecured notes as a reduction in the effective interest rate. Of the $200,000,000 forward interest rate swap agreements terminated, $100,000,000 were entered into during the six months ended June 30, 2025.
•On August 1, 2025, the Company amended the Credit Facility to extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets. The reductions or increases can range from (0.02)% to 0.02% to the interest rate margin and (0.005)% to 0.005% to the commitment fee. All other terms of the Credit Facility, including its maturity date of April 2030, remain unchanged.
•On August 1, 2025, the Company amended the Term Loan to (i) to exercise its full accordion option to increase the amount of its Term Loan by $100,000,000 to $550,000,000 and (ii) extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin reductions or increases related to certain environmental sustainability targets that can range from (0.02)% to 0.02% in the aggregate. The additional borrowing was hedged with interest rate swaps entered into in July 2025. Including the total borrowing of $550,000,000 and the impact of all swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and the Company's current borrowing spread to SOFR, the effective interest rate on borrowings under the Term Loan is 4.44%. All other terms of the Term Loan, including its maturity date April 2029, remain unchanged.
The following table details our consolidated debt obligations, including the effective interest rate and contractual maturity dates, and principal payments for periodic amortization and maturities for the next five years, excluding our Credit Facility and Commercial Paper Program and amounts outstanding related to communities classified as held for sale, at June 30, 2025 and December 31, 2024 (dollars in thousands). We are not directly or indirectly (as borrower or guarantor) obligated in any material respect to pay principal or interest on the indebtedness of any unconsolidated entities in which we have an equity or other interest other than as disclosed related to the AVA Arts District loan (see "Unconsolidated Operating Communities" for further discussion of the AVA Arts District loan).
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| Effective interest rate (1) | Principal maturity date | Balance Outstanding (2) | Scheduled Maturities | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 12/31/2024 | 6/30/2025 | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax-exempt bonds | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Variable rate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Acton | 2.96 | % | Jul-2040 | (3) | $ | 45,000 | $ | 45,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 45,000 | ||||||||||||||||||||||||||||||||||||||||||
| Avalon Clinton North | 3.61 | % | Nov-2038 | (3) | 126,400 | 126,400 | — | — | 700 | 2,800 | 3,000 | 119,900 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Clinton South | 3.61 | % | Nov-2038 | (3) | 104,500 | 104,500 | — | — | 600 | 2,300 | 2,400 | 99,200 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Midtown West | 3.61 | % | May-2029 | (3) | 69,800 | 62,500 | 800 | 8,100 | 8,900 | 9,800 | 34,900 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon San Bruno I | 3.50 | % | Dec-2037 | (3) | 55,250 | 53,650 | 600 | 2,600 | 2,700 | 2,900 | 3,100 | 41,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 400,950 | 392,050 | 1,400 | 10,700 | 12,900 | 17,800 | 43,400 | 305,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conventional loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fixed rate | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $525 million unsecured notes | 3.55 | % | Jun-2025 | (4) | 525,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| $300 million unsecured notes | 3.62 | % | Nov-2025 | 300,000 | 300,000 | 300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $475 million unsecured notes | 3.35 | % | May-2026 | 475,000 | 475,000 | — | 475,000 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $300 million unsecured notes | 3.01 | % | Oct-2026 | 300,000 | 300,000 | — | 300,000 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $350 million unsecured notes | 3.95 | % | Oct-2046 | 350,000 | 350,000 | — | — | — | — | — | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $400 million unsecured notes | 3.50 | % | May-2027 | 400,000 | 400,000 | — | — | 400,000 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $300 million unsecured notes | 4.09 | % | Jul-2047 | 300,000 | 300,000 | — | — | — | — | — | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $450 million unsecured notes | 3.32 | % | Jan-2028 | 450,000 | 450,000 | — | — | — | 450,000 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $300 million unsecured notes | 3.97 | % | Apr-2048 | 300,000 | 300,000 | — | — | — | — | — | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $450 million unsecured notes | 3.66 | % | Jun-2029 | 450,000 | 450,000 | — | — | — | — | 450,000 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $700 million unsecured notes | 2.69 | % | Mar-2030 | 700,000 | 700,000 | — | — | — | — | — | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $600 million unsecured notes | 2.65 | % | Jan-2031 | 600,000 | 600,000 | — | — | — | — | — | 600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $700 million unsecured notes | 2.16 | % | Jan-2032 | 700,000 | 700,000 | — | — | — | — | — | 700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $400 million unsecured notes | 2.03 | % | Dec-2028 | 400,000 | 400,000 | — | — | — | 400,000 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $350 million unsecured notes | 4.38 | % | Feb-2033 | 350,000 | 350,000 | — | — | — | — | — | 350,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $400 million unsecured notes | 5.19 | % | Dec-2033 | 400,000 | 400,000 | — | — | — | — | — | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $400 million unsecured notes | 5.05 | % | Jun-2034 | 400,000 | 400,000 | — | — | — | — | — | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| $450 million Term Loan | 4.46 | % | Apr-2029 | (5) | — | 450,000 | — | — | — | — | 450,000 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Walnut Creek | 4.00 | % | Jul-2066 | 4,681 | 4,681 | — | — | — | — | — | 4,681 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| eaves Los Feliz | 3.68 | % | Jun-2027 | 41,400 | 41,400 | — | — | 41,400 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| eaves Woodland Hills | 3.67 | % | Jun-2027 | 111,500 | 111,500 | — | — | 111,500 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Russett | 3.77 | % | Jun-2027 | 32,200 | 32,200 | — | — | 32,200 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon San Bruno III | 2.38 | % | Mar-2027 | 51,000 | 51,000 | — | — | 51,000 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon Cerritos | 3.34 | % | Aug-2029 | 30,250 | 30,250 | — | — | — | — | 30,250 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Avalon West Plano | 5.97 | % | May-2029 | 62,448 | 61,918 | 535 | 1,111 | 1,159 | 1,202 | 57,911 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 7,733,479 | 7,657,949 | 300,535 | 776,111 | 637,259 | 851,202 | 988,161 | 4,104,681 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total indebtedness - excluding Credit Facility and Commercial Paper | $ | 8,134,429 | $ | 8,049,999 | $ | 301,935 | $ | 786,811 | $ | 650,159 | $ | 869,002 | $ | 1,031,561 | $ | 4,410,531 | ||||||||||||||||||||||||||||||||||||||||||||||
_________________________
(1)Rates are as of June 30, 2025 and include credit enhancement fees, facility fees, trustees' fees, the impact of interest rate hedges, offering costs, mark-to-market amortization and other fees.
(2)Balances outstanding represent total amounts due at maturity, and exclude deferred financing costs and debt discount for the unsecured notes of $39,765 and $41,216 as of June 30, 2025 and December 31, 2024, respectively, deferred financing costs and debt discount associated with secured notes of $14,776 and $15,964 as of June 30, 2025 and December 31, 2024, respectively, as reflected on our Condensed Consolidated Balance Sheets included elsewhere in this report.
(3)Financed by variable rate debt, but interest rate is capped through an interest rate protection agreement.
(4)In June 2025, we repaid this borrowing at par on its scheduled maturity date.
(5)The variable rate Term Loan has been swapped to an effective fixed rate using interest rate swaps.
In addition to consolidated debt, we have scheduled contractual obligations associated with (i) ground leases for land underlying current operating or development communities and commercial and parking facilities and (ii) office leases for our corporate headquarters and regional offices. As of June 30, 2025, other than as discussed in this Form 10-Q, there have been no other material changes in our scheduled contractual obligations as disclosed in the Form 10-K.
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Future Financing and Capital Needs — Portfolio and Capital Markets Activity
We invest in various real estate and real estate related investments, which include (i) the acquisition, development and redevelopment of communities both wholly-owned and through the formation of joint ventures, (ii) other indirect investments in real estate through the SIP, all as discussed further below and (iii) investments in other real estate-related ventures through direct and indirect investments in third-party property technology and sustainability focused companies and investment management funds.
In 2025, we expect to continue to meet our liquidity needs from one or more of a variety of internal and external sources, which may include (i) settlement of our outstanding equity forward contracts, (ii) real estate dispositions, (iii) cash balances on hand as well as cash generated from our operating activities, (iv) borrowing capacity under the Credit Facility, (v) borrowings under the Commercial Paper Program and (vi) secured and unsecured debt financings. Additional sources of liquidity in 2025 may include the issuance of common and preferred equity, including the issuance of additional shares of our common stock under the CEP. Our ability to obtain additional financing will depend on a variety of factors, such as market conditions, the general availability of credit, the overall availability of credit to the real estate industry, our credit ratings and credit capacity, as well as the perception of lenders regarding our long or short-term financial prospects.
Before beginning new construction or reconstruction activity, including activity related to communities owned by unconsolidated joint ventures, we plan to source sufficient capital 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 abandon Development Rights, write-off associated pre-development costs that were capitalized and/or forego reconstruction activity. In such instances, we will not realize the increased revenues and earnings that we expected from such Development Rights or reconstruction activity and significant losses could be incurred.
From time to time we use joint ventures to hold or develop individual real estate assets. We generally employ joint ventures to mitigate asset concentration or market risk and as a source of liquidity. We may also use joint ventures related to mixed-use land development opportunities and new markets where our partners bring development and operational expertise and/or experience to the venture. Each joint venture or partnership agreement has been individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture or partnership agreement. We cannot assure you that we will achieve our objectives through joint ventures.
In addition, we may invest, through mezzanine loans or preferred equity investments, in multifamily development projects being undertaken by third parties. In these cases, we do not expect to acquire the underlying real estate but rather to earn a return on our investment (through interest or fixed rate preferred equity returns) and a return of the invested capital generally following completion of construction either on or before a set due date.
In evaluating our allocation of capital within our markets, we sell assets that do not meet our long-term investment criteria or when capital and real estate markets allow us to realize a portion of the value created over our ownership periods and redeploy the proceeds from those sales to develop, redevelop and acquire communities. Because the proceeds from the sale of communities may not be immediately redeployed into revenue generating assets that we develop, redevelop or acquire, the immediate effect of a sale of a community for a gain is to increase net income, but reduce future total revenues, total expenses and NOI until such time as the proceeds have been redeployed into revenue generating assets. We believe that the temporary absence of future cash flows from communities sold will not have a material impact on our ability to fund future liquidity and capital resource needs.
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Unconsolidated Operating Communities
As of June 30, 2025, we had investments in the following unconsolidated real estate entities accounted for under the equity method of accounting. See Note 5, "Investments," of the Condensed Consolidated Financial Statements included elsewhere in this report. For joint ventures holding operating apartment communities as of June 30, 2025, detail of the real estate and associated indebtedness underlying our unconsolidated investments is presented in the following table (dollars in thousands).
| Company ownership percentage | # of apartment homes | Total capitalized cost | Debt (1) | |||||||||||||||||||||||||||||||||||||||||
| Principal amount | Interest rate | Maturity date | ||||||||||||||||||||||||||||||||||||||||||
| Unconsolidated Real Estate Investments | Type | |||||||||||||||||||||||||||||||||||||||||||
| NYTA MF Investors, LLC | ||||||||||||||||||||||||||||||||||||||||||||
| 1. Avalon Bowery Place I - New York, NY | 206 | $ | 218,055 | $ | 93,800 | Fixed | 4.01 | % | Jan 2029 | |||||||||||||||||||||||||||||||||||
| 2. Avalon Bowery Place II - New York, NY | 90 | 91,763 | 39,639 | Fixed | 4.01 | % | Jan 2029 | |||||||||||||||||||||||||||||||||||||
| 3. Avalon Morningside - New York, NY (2) | 295 | 216,805 | 111,295 | Fixed | 3.55 | % | Jan 2029/May 2046 | |||||||||||||||||||||||||||||||||||||
| 4. Avalon West Chelsea - New York, NY (3) | 305 | 130,447 | 66,000 | Fixed | 4.01 | % | Jan 2029 | |||||||||||||||||||||||||||||||||||||
| 5. AVA High Line - New York, NY (3) | 405 | 123,088 | 84,000 | Fixed | 4.01 | % | Jan 2029 | |||||||||||||||||||||||||||||||||||||
| Total NYTA MF Investors, LLC | 20.0 | % | 1,301 | 780,158 | 394,734 | 3.88 | % | |||||||||||||||||||||||||||||||||||||
| Other Operating Joint Ventures | ||||||||||||||||||||||||||||||||||||||||||||
| 1. MVP I, LLC - Avalon at Mission Bay II - San Francisco, CA (4) | 25.0 | % | 313 | 130,291 | 103,000 | Fixed | 3.24 | % | Jul 2025 | |||||||||||||||||||||||||||||||||||
| 2. Brandywine Apartments of Maryland, LLC - Brandywine - Washington, D.C. | 28.6 | % | 305 | 20,093 | 18,013 | Fixed | 3.40 | % | Jun 2028 | |||||||||||||||||||||||||||||||||||
| 3. Avalon Alderwood MF Member, LLC - Avalon Alderwood Place - Lynnwood, WA | 50.0 | % | 328 | 111,228 | — | N/A | N/A | N/A | ||||||||||||||||||||||||||||||||||||
| 4. Arts District Joint Venture - AVA Arts District - Los Angeles, CA (5) | 25.0 | % | 475 | 288,265 | 161,000 | Variable | 7.15 | % | Jul 2028 | |||||||||||||||||||||||||||||||||||
| Total Other Joint Ventures | 1,421 | 549,877 | 282,013 | 5.48 | % | |||||||||||||||||||||||||||||||||||||||
| Total Unconsolidated Real Estate Investments (6) | 2,722 | $ | 1,330,035 | $ | 676,747 | 4.55 | % | |||||||||||||||||||||||||||||||||||||
_____________________________
(1)We have not guaranteed the debt of these unconsolidated investees and bear no responsibility for the repayment other than for the Arts District joint venture as discussed below in Note 5.
(2)Borrowing on this community is comprised of two mortgage loans. The interest rate is the weighted average interest rate as of June 30, 2025.
(3)Borrowing on this dual-branded community is comprised of a single mortgage loan. This dual-branded community is subject to a leasehold interest which is not included in the total capitalized cost.
(4)In July 2025, MVP I, LLC repaid $103,000 of outstanding secured indebtedness at par upon maturity. The equity investors contributed capital in proportion to their ownership interests to repay the outstanding loan.
(5)AVA Arts District completed development during the year ended December 31, 2024 and achieved stabilized residential operations. In June 2025, the joint venture secured a variable rate loan with a maturity date of July 2028 and used the proceeds to repay the existing $158,735 variable rate construction loan which was scheduled to mature in August 2025. The outstanding borrowing is subject to an interest rate cap, which will limit the interest rate to 8.2%, based on the current borrowing spread. While we guarantee 25% of the new loan, any amounts payable under the guarantee are obligations of the venture partners in proportion to their ownership interest.
(6)In addition to leasehold assets, there were net other assets of $42,083 as of June 30, 2025 associated with our unconsolidated real estate investments which are primarily cash and cash equivalents.
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Development Communities
As of June 30, 2025, we owned or held a direct interest in 20 Development communities under construction. We expect these Development communities, when completed, to add a total of 7,299 apartment homes and 69,000 square feet of commercial space to our portfolio for a total capitalized cost, including land acquisition costs, of approximately $2,780,000,000. We cannot assure you that we will meet our schedule for construction completion or that we will meet our budgeted costs, either individually, or in the aggregate.
The following table presents a summary of the Development communities.
| Number of apartment homes | Projected total capitalized cost (1) ($ millions) | Construction start | Initial projected or actual occupancy | Estimated completion | Estimated stabilized operations (2) | ||||||||||||||||||||||||||||||||||||
| 1. | Avalon West Windsor (3) West Windsor, NJ | 535 | $ | 210 | Q2 2022 | Q3 2025 | Q2 2026 | Q4 2026 | |||||||||||||||||||||||||||||||||
| 2. | Avalon Annapolis Annapolis, MD | 508 | 199 | Q3 2022 | Q3 2024 | Q3 2025 | Q2 2026 | ||||||||||||||||||||||||||||||||||
| 3. | Avalon Lake Norman (4) Mooresville, NC | 345 | 101 | Q1 2023 | Q2 2025 | Q2 2026 | Q3 2026 | ||||||||||||||||||||||||||||||||||
| 4. | Avalon Hunt Valley West Hunt Valley, MD | 322 | 106 | Q2 2023 | Q1 2025 | Q4 2025 | Q3 2026 | ||||||||||||||||||||||||||||||||||
| 5. | Avalon South Miami (3) South Miami, FL | 290 | 186 | Q3 2023 | Q3 2025 | Q1 2026 | Q3 2026 | ||||||||||||||||||||||||||||||||||
| 6. | Avalon Wayne Wayne, NJ | 473 | 171 | Q4 2023 | Q2 2025 | Q3 2026 | Q1 2027 | ||||||||||||||||||||||||||||||||||
| 7. | Avalon Parsippany Parsippany, NJ | 410 | 147 | Q4 2023 | Q3 2025 | Q2 2026 | Q4 2026 | ||||||||||||||||||||||||||||||||||
| 8. | Avalon Pleasanton (5) Pleasanton, CA | 362 | 218 | Q2 2024 | Q3 2025 | Q3 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| 9. | Avalon Roseland II Roseland, NJ | 533 | 199 | Q2 2024 | Q4 2025 | Q4 2026 | Q2 2027 | ||||||||||||||||||||||||||||||||||
| 10. | Avalon Quincy Adams Quincy, MA | 288 | 124 | Q2 2024 | Q1 2026 | Q3 2026 | Q2 2027 | ||||||||||||||||||||||||||||||||||
| 11. | Avalon Tech Ridge I Austin, TX | 444 | 120 | Q3 2024 | Q1 2026 | Q1 2027 | Q3 2027 | ||||||||||||||||||||||||||||||||||
| 12. | Avalon Carmel (4) Charlotte, NC | 360 | 123 | Q3 2024 | Q2 2026 | Q3 2026 | Q3 2027 | ||||||||||||||||||||||||||||||||||
| 13. | Avalon Plano (4) Plano, TX | 155 | 58 | Q3 2024 | Q2 2026 | Q2 2027 | Q4 2027 | ||||||||||||||||||||||||||||||||||
| 14. | Avalon Oakridge I Durham, NC | 459 | 149 | Q3 2024 | Q4 2026 | Q4 2027 | Q2 2028 | ||||||||||||||||||||||||||||||||||
| 15. | AVA Brewer's Hill Baltimore, MD | 418 | 134 | Q4 2024 | Q4 2026 | Q3 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| 16. | Kanso Hillcrest San Diego, CA | 182 | 85 | Q4 2024 | Q1 2027 | Q2 2027 | Q4 2027 | ||||||||||||||||||||||||||||||||||
| 17. | Avalon Parker Parker, CO | 312 | 122 | Q1 2025 | Q3 2026 | Q2 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| 18. | Avalon North Palm Beach (3) Lake Park, FL | 279 | 118 | Q1 2025 | Q1 2027 | Q3 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| 19. | Avalon Brier Creek Durham, NC | 400 | 127 | Q2 2025 | Q3 2026 | Q3 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| 20. | Avalon Kendall (4) Kendall, FL | 224 | 83 | Q2 2025 | Q1 2027 | Q2 2027 | Q1 2028 | ||||||||||||||||||||||||||||||||||
| Total | 7,299 | $ | 2,780 | ||||||||||||||||||||||||||||||||||||||
_________________________________
(1)Projected total capitalized cost includes all capitalized costs projected to be or actually incurred to develop the respective Development community, determined in accordance with GAAP, including land acquisition costs, construction costs, real estate taxes, capitalized interest and loan fees, permits, professional fees, allocated development overhead and other regulatory fees, as well as costs incurred for first generation commercial tenants such as tenant improvements and leasing commissions.
(2)Stabilized operations is defined as the earlier of (i) attainment of 90% or greater physical occupancy or (ii) the one-year anniversary of completion of development.
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(3)Development communities containing at least 10,000 square feet of commercial space include Avalon West Windsor (19,000 sf), Avalon South Miami (32,000 sf), and Avalon North Palm Beach (10,000 sf).
(4)Communities being developed through our Developer Funding Program ("DFP"). The DFP utilizes third-party multifamily developers to source and construct communities which we own and operate.
(5)During three months ended June 30, 2025, the Company expanded the Avalon Pleasanton development in Pleasanton, CA, adding an additional 280 apartment homes, and increasing the total estimated capitalized costs by $160,000,000.
During the three months ended June 30, 2025, we completed the development of the following wholly-owned community:
| Number of apartment homes | Total capitalized cost (1) ($ millions) | Approximate rentable area (sq. ft.) | Total capitalized cost per sq. ft. | ||||||||||||||||||||||||||
| 1. | Avalon Princeton on Harrison Princeton, NJ | 200 | $ | 79 | 190,000 | $ | 416 | ||||||||||||||||||||||
| Total | 200 | $ | 79 | ||||||||||||||||||||||||||
____________________________________
(1)Total capitalized cost is as of June 30, 2025. We generally anticipate incurring additional costs associated with this community which is customary for new developments.
Development Rights
At June 30, 2025, we had $101,066,000 in acquisition and related capitalized costs for direct interests in five land parcels we own. In addition, we had $75,993,000 in capitalized costs (including legal fees, design fees and related overhead costs) consisting of $64,221,000 included as deferred development rights and the balance included in our unconsolidated investments, with these amounts related to (i) 18 Development Rights for which we control the land parcel, typically through a conditional agreement or option to purchase or lease the land, as well as (ii) costs incurred for five Development Rights that we expect to construct as additional phases of our existing stabilized operating communities on land we own. Collectively, the land held for development and associated costs for deferred development rights relate to 28 Development Rights for which we expect to develop new apartment communities in the future. The Development Rights range from those beginning design and architectural planning to those that have completed site plans and drawings and can begin construction almost immediately. We estimate that the successful completion of all of these communities would ultimately add approximately 8,854 apartment homes to our portfolio. Substantially all of these apartment homes will offer features like those offered by the communities we currently own.
The Development Rights are in different stages of the due diligence and regulatory approval process. The decisions as to which of the Development Rights to invest in, if any, or to continue to pursue once an investment in a Development Right is made, are business judgments that we make after we perform financial, demographic and other analyses. In the event that we do not proceed with a Development Right, we generally would not recover any of the capitalized costs incurred in the pursuit of those communities, unless we were to recover amounts in connection with the sale of land; however, we cannot guarantee a recovery. Pre-development costs incurred in the pursuit of Development Rights for which future development is not yet considered probable are expensed as incurred. In addition, if the status of a Development Right changes, making future development no longer probable, any unrecoverable capitalized pre-development costs are charged to expense. We incurred a charge of $2,493,000 and $1,417,000 for the three months ended June 30, 2025 and 2024, respectively, and $7,237,000 and $5,662,000 for the six months ended June 30, 2025 and 2024, respectively, for expensed transaction, development and other pursuit costs, net of recoveries, which include development pursuits that were not yet probable of future development at the time incurred, or for pursuits that we determined were no longer probable of being developed. The amounts for 2025 and 2024 include a write-off of $3,668,000 and $1,600,000, respectively, for one development opportunity in each year that we determined is no longer probable.
Structured Investment Program
As of July 31, 2025, we had nine commitments to fund up to $239,585,000 in the aggregate under the SIP. As of July 31, 2025, our investment commitments had a weighted average rate of return of 11.7% and a weighted average initial maturity date of May 2027. As of July 31, 2025, we had funded $203,718,000 of these commitments. See Note 5, "Investments," of the Condensed Consolidated Financial Statements included elsewhere in this report.
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You should carefully review Part I, Item 1A. "Risk Factors" of the Form 10-K, as well as the discussion under Part II, Item 1A. "Risk Factors" in this report, for a discussion of the risks associated with our investment activity.
Supplemental U.S. Federal Income Tax Considerations
The following discussion supplements and updates the disclosures under the heading “Certain U.S. Federal Income Tax Considerations and Consequences of Your Investment” in the prospectus dated February 23, 2024, contained in our Registration Statement on Form S-3 (File No. 333-277313) filed with the SEC on February 23, 2024 (the “Existing Tax Disclosure”). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.
On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the “OBBB”), was enacted. The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular,
•For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries.
•The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT. This deduction was due to expire for tax years beginning after December 31, 2025.
To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first seven paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Form 10-Q.
Forward-Looking Statements
This Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company's forward-looking statements generally use the words "believe," "expect," "anticipate," "intend," "estimate," "assume," "project," "plan," "may," "shall," "will," "pursue" and other similar expressions that indicate future events and trends and do not report historical matters. These statements, among other things, address the Company's intent, belief or expectations with respect to:
•development, redevelopment, acquisition or disposition of communities;
•the timing and cost of completion of communities under development or redevelopment;
•the timing of lease-up, occupancy and stabilization of communities;
•the pursuit of land for future development;
•the anticipated operating performance of our communities;
•cost, yield, revenue, NOI and earnings estimates;
•the impact of landlord-tenant laws and rent regulations; including rent caps;
•our expansion into new regions;
•our declaration or payment of dividends;
•our joint venture activities;
•our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;
•our qualification as a REIT under the Code;
•the real estate markets in regions where we operate and in general;
•the availability of debt and equity financing;
•interest rates;
•inflation, tariffs and other economic conditions, and their potential impacts;
•trends affecting our financial condition or results of operations;
•regulatory changes that may affect us; and
•the impact of legal proceedings.
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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 outcomes of the matters discussed. We do not undertake a duty to update these forward-looking statements, and therefore they may not represent our estimates and assumptions after the date of this report. You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to differ materially from the anticipated future results, performance or achievements expressed or implied by these forward-looking statements. You should carefully review the discussion under Part I, Item 1A. "Risk Factors" of the Form 10-K and Part II, Item 1A. "Risk Factors" in this report, for further discussion of risks associated with forward-looking statements.
Some of the factors that could cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, the following:
•we may fail to secure development opportunities due to an inability to reach agreements with third parties to obtain land at attractive prices or to obtain desired zoning and other local approvals;
•we may abandon or defer development opportunities for a number of reasons, including changes in local market conditions which make development less desirable, increases in costs of development, increases in the cost of capital or lack of capital availability, resulting in losses;
•construction costs of a community may exceed original estimates;
•we may not complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in expected rental revenues;
•occupancy rates and market rents may be adversely affected by competition and local economic and market conditions which are beyond our control;
•our cash flows from operations and access to cost-effective capital may be insufficient for the development of our pipeline, which could limit our pursuit of opportunities;
•an outbreak of disease or other public health event may affect the multifamily industry and general economy;
•our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness;
•we may be unsuccessful in our management of joint ventures and the REIT vehicles that are used with certain joint ventures;
•we may experience a casualty loss, natural disaster or severe weather event, including those caused by climate change;
•new or existing laws and regulations implementing rent control or rent stabilization, or otherwise limiting our ability to increase rents, charge fees or evict tenants, may impact our revenue or increase our costs;
•our expectations, estimates and assumptions as of the date of this filing regarding legal proceedings may change;
•we may choose to pay dividends in our stock instead of cash, which may result in stockholders having to pay taxes with respect to such dividends in excess of the cash received, if any; and
•investments made under the SIP may not be repaid as expected or the development may not be completed on schedule, which could require us to engage in litigation, foreclosure actions, and/or first party project completion to recover our investment, which may not be recovered in full or at all in such event.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or a different presentation of our financial statements. Our critical accounting policies consist of the following: (i) cost capitalization and (ii) abandoned pursuit costs and asset impairment. Our critical accounting policies and estimates have not changed materially from the discussion of our significant accounting policies found in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our exposures to market risk as disclosed in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of disclosure controls and procedures.
The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.
We continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
(b)Changes in internal controls over financial reporting.
There were no changes to the internal control over financial reporting of the Company identified in connection with the Company’s evaluation referred to above that occurred during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As disclosed in Note 7, "Commitments and Contingencies" and Note 12, "Subsequent Events" of the Condensed Consolidated Financial Statements in Part I, Item 1 of this report, we are engaged in certain legal proceedings, and the disclosure set forth in Note 7, "Commitments and Contingencies" and Note 12, "Subsequent Events" relating to legal and other contingencies is incorporated herein by reference.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risk factors that could materially affect our business, financial condition or future results discussed in our Annual Report on Form 10-K for the year ended December 31, 2024 in Part I, Item 1A. "Risk Factors." The risks described in the Form 10-K are not the only risks that could affect the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and/or operating results in the future. There have been no material changes to our risk factors since December 31, 2024.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) As disclosed elsewhere in this Form 10-Q, on April 30, 2025, the Company acquired a total of six apartment communities, located in the Dallas-Fort Worth metropolitan area, containing 1,844 apartment homes for consideration comprised of a cash payment of $193,000,000 and 1,060,000 DownREIT Units. The DownREIT Units were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. Beginning on April 30, 2026, holders of the DownREIT Units may present some or all of their units for redemption, being entitled to receive a cash amount per unit that is related to the then-fair market value of the Company’s common stock, except that in lieu of such cash redemption the Company may elect to acquire units presented for redemption in exchange for an equal number of shares of the Company’s common stock.
(b) Not applicable.
(c) Issuer Purchases of Equity Securities
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2) | ||||||||||||||||||||||
| April 1 - April 30, 2025 | — | $ | — | — | $ | 314,237 | ||||||||||||||||||||
| May 1 - May 31, 2025 | 802 | $ | 207.57 | — | $ | 314,237 | ||||||||||||||||||||
| June 1 - June 30, 2025 | — | $ | — | — | $ | 314,237 | ||||||||||||||||||||
| Total | 802 | $ | 207.57 | — | ||||||||||||||||||||||
___________________________________
(1)Consists of (i) shares surrendered to the Company in connection with exercise of stock options as payment of exercise price, as well as for taxes associated with the vesting of restricted share grants and the conversion of performance awards to shares of common stock and (ii) activity under the Stock Repurchase Program, if any, as indicated under Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs.
(2)The Board of Directors approved the Stock Repurchase Program in July 2020, under which the Company may acquire shares of its common stock in open market or negotiated transactions up to an aggregate purchase price of $500,000,000. Purchases of common stock under the Stock Repurchase Program may be exercised from time to time in the Company’s discretion and in such amounts as market conditions warrant. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The Stock Repurchase Program does not have an expiration date and may be suspended or terminated at any time without prior notice.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
On August 1, 2025, the Company amended the Credit Facility to extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin and commitment fee reductions or increases related to certain environmental sustainability targets. The reductions or increases can range from (0.02)% to 0.02% to the interest rate margin and (0.005)% to 0.005% to the commitment fee. All other terms of the Credit Facility, including its maturity date of April 2030, remain unchanged. The foregoing description of the Credit Facility amendment does not purport to be complete and is qualified
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in its entirety by reference to Amendment No. 1 to Seventh Amended and Restated Revolving Loan Agreement, attached hereto as Exhibit 10.2.
On August 1, 2025, the Company amended the Term Loan to (i) exercise its full accordion option to increase the amount of its Term Loan by $100,000,000 to $550,000,000 and (ii) extend the applicability of its sustainability-linked pricing component, which provides for interest rate margin reductions or increases related to certain environmental sustainability targets that can range from (0.02)% to 0.02% in the aggregate. The additional borrowing was hedged with interest rate swaps entered into in July 2025. Including the total borrowing of $550,000,000 and the impact of all swaps and transaction costs, assuming the Term Loan will be fully drawn until maturity and the Company's current borrowing spread to SOFR, the effective interest rate for the Term Loan is 4.44%. All other terms of the Term Loan, including its maturity date of April 2029, remain unchanged. The foregoing description of the Term Loan amendment does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1 to Term Loan Agreement, attached hereto as Exhibit 10.4.
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |||||||||||||
| 3(i).1 | — | Articles of Amendment and Restatement of Articles of Incorporation of the Company, dated as of June 4, 1998. (Incorporated by reference to Exhibit 3(i).1 to Form 10-K of the Company filed March 1, 2007.) | ||||||||||||
| 3(i).2 | — | Articles of Amendment, dated as of October 2, 1998. (Incorporated by reference to Exhibit 3(i).2 to Form 10-K of the Company filed March 1, 2007.) | ||||||||||||
| 3(i).3 | — | Articles of Amendment, dated as of May 22, 2013. (Incorporated by reference to Exhibit 3(i).3 to Form 8-K of the Company filed May 22, 2013.) | ||||||||||||
| 3(i).4 | — | Articles of Amendment, dated as of May 14, 2020. (Incorporated by reference to Exhibit 3(i).4 to Form 8-K of the Company filed May 15, 2020.) | ||||||||||||
| 3(i).5 | — | Composite restatement of Articles of Amendment and Restatement of Articles of Incorporation of the Company, dated as of June 4, 1998, as amended by the Articles of Amendment, dated as of October 2, 1998, the Articles of Amendment, dated as of May 22, 2013, and the Articles of Amendment, dated as of May 14, 2020. (Incorporated by reference to Exhibit 3(i).5 to Form 10-Q of the Company filed November 3, 2023.) | ||||||||||||
| 3(ii).1 | — | Amended and Restated Bylaws of the Company, as adopted by the Board of Directors on October 30, 2023. (Incorporated by reference to Exhibit 3.1 to Form 8-K of the Company filed October 30, 2023.) | ||||||||||||
| 4.1 | — | Indenture for Debt Securities, dated as of February 23, 2024, between the Company and U.S. Bank Trust Company, National Association. (Incorporated by reference to Exhibit 4.8 to Form 10-K of the Company filed February 23, 2024.) | ||||||||||||
| 4.2 | — | Second Supplemental Indenture, dated as of July 10, 2025, between the Company and U.S. Bank Trust Company, National Association, including the form of 5.000% Senior Notes due 2035 (Incorporated by reference to Exhibit 4.2 to Form 8-K of the Company filed July 10, 2025.) | ||||||||||||
| 10.1 | — | Seventh Amended and Restated Revolving Loan Agreement, dated as of April 3, 2025, among the Company, as borrower, Bank of America, N.A., as administrative agent, an issuing bank and a bank, JPMorgan Chase Bank, N.A., as an issuing bank, a bank and a syndication agent, Wells Fargo Bank, N.A., as an issuing bank, a bank and a syndication agent, the co-documentation agents and senior managing agents named therein, JPMorgan Chase Bank, N.A., BofA Securities, Inc., and Wells Fargo Securities, LLC as joint bookrunners and joint lead arrangers, and the other bank parties signatory thereto. (Incorporated by reference to Exhibit 10.1 to Form 8-K of the Company filed April 4, 2025.) | ||||||||||||
| 10.2 | — | Amendment No. 1 to Seventh Amended and Restated Revolving Loan Agreement, dated as of August 1, 2025. (Filed herewith.) | ||||||||||||
| 10.3 | — | Term Loan Agreement, dated as of April 3, 2025, among the Company, as borrower, Truist Bank, as administrative agent and a bank, TD Bank, N.A., as a bank and a syndication agent, Mizuho Bank, Ltd., as a bank and a syndication agent, Truist Securities, Inc., TD Bank, N.A., and Mizuho Bank, Ltd., as joint bookrunners and joint lead arrangers, and the other bank parties signatory thereto. (Incorporated by reference to Exhibit 10.2 to Form 8-K of the Company filed April 4, 2025.) | ||||||||||||
| 10.4 | — | Amendment No. 1 to Term Loan Agreement, dated as of August 1, 2025. (Filed herewith.) | ||||||||||||
| 31.1 | — | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). (Filed herewith.) | ||||||||||||
| 31.2 | — | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). (Filed herewith.) | ||||||||||||
| 32 | — | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). (Furnished herewith.) | ||||||||||||
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| 101 | — | Financial materials from AvalonBay Communities, Inc.'s Quarterly Report on Form 10-Q for the period ended June 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) including: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements. (Filed herewith.) | ||||||||||||
| 104 | — | Cover Page Interactive Data File (embedded within the Inline XBRL document). (Filed herewith.) | ||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AVALONBAY COMMUNITIES, INC. | ||||||||
| Date: | August 7, 2025 | /s/ Benjamin W. Schall | ||||||
| Benjamin W. Schall | ||||||||
| Chief Executive Officer and President | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: | August 7, 2025 | /s/ Kevin P. O'Shea | ||||||
| Kevin P. O'Shea | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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FAQ
How many NML shares does Morgan Stanley now own?
The filing reports 3,458,002 common shares beneficially owned.
What percentage of Neuberger Berman Energy Infrastructure & Income Fund (NML) is held?
Morgan Stanley’s stake equals 6.1 % of the outstanding common stock.
Is Morgan Stanley seeking control of NML?
No. The position is disclosed on Schedule 13G, which denotes a passive investment with no control intent.
What voting power does Morgan Stanley have over the shares?
The firms report shared voting power over only one share, implying minimal direct voting influence.
Why was an amended 13G required?
Ownership exceeded the SEC’s 5 % reporting threshold, necessitating disclosure under Rule 13d-1(b).
Avalonbay Cmntys Inc
NYSE:AVB
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Aug 7, 2025
[144] AvalonBay Communities, Inc. SEC Filing
AVB Stock Data
26.72B
141.84M
0.36%
96.29%
2.2%
REIT - Residential
Real Estate Investment Trusts
United States
ARLINGTON