Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

COMMISSION FILE NUMBER:  1-13136

 

HOME PROPERTIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

MARYLAND

 

16-1455126

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

850 Clinton Square, Rochester, New York 14604

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code:  (585) 546-4900

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act: None

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x No o

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o No x

 

Indicate by checkmark 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.  Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x No o

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

Non-accelerated filer o

 

Smaller reporting company o

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x

 

The aggregate market value of the 48,992,495 shares of common stock held by non-affiliates was $3,006,179,493 based on the closing sale price of $61.36 per share on the New York Stock Exchange on June 30, 2012.

 

As of February 14, 2013, there were 51,535,219 shares of common stock, $0.01 par value, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Document

 

Part Into Which Incorporated

Proxy Statement for the Annual Meeting of Stockholders to be held on April 30, 2013

 

Part III

 

 

 



Table of Contents

 

HOME PROPERTIES, INC.

 

TABLE OF CONTENTS

 

 

 

 

Page

PART I.

 

 

 

 

 

 

 

 

Item 1.

Business

3

 

Item 1A.

Risk Factors

13

 

Item 1B.

Unresolved Staff Comments

21

 

Item 2.

Properties

21

 

Item 3.

Legal Proceedings

27

 

Item 4.

Mine Safety Disclosures

27

 

 

 

 

PART II.

 

 

 

 

 

 

 

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

28

 

Item 6.

Selected Financial Data

31

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

34

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

57

 

Item 8.

Financial Statements and Supplementary Data

58

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

58

 

Item 9A.

Controls and Procedures

58

 

Item 9B.

Other Information

58

 

 

 

 

PART III.

 

 

 

 

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

59

 

Item 11.

Executive Compensation

59

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

59

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

59

 

Item 14.

Principal Accounting Fees and Services

59

 

 

 

 

PART IV.

 

 

 

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

60

 

Signatures

 

104

 

Exhibit Index

 

105

 

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Table of Contents

 

PART I

 

Forward-Looking Statements

 

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Our actual results could differ materially from those set forth in each forward-looking statement.  Certain factors that might cause such a difference are discussed in this report, including in the section entitled “Forward-Looking Statements” on page 56 of this Form 10-K.

 

Item 1.         Business

 

The Company

 

Home Properties, Inc. (“Home Properties” or the “Company”) was formed in November 1993, as a Maryland corporation and is a self-administered and self-managed real estate investment trust (“REIT”) that owns, operates, acquires, develops and rehabilitates apartment communities.  The Company’s properties are regionally focused, primarily in selected Northeast and Mid-Atlantic regions of the United States.  The Company completed an initial public offering of 5,408,000 shares of common stock (the “IPO”) on August 4, 1994 and is traded on the New York Stock Exchange (“NYSE”) under the symbol “HME”.  The Company is included in Standard & Poor’s MidCap 400 Index.

 

The Company conducts its business through Home Properties, L.P. (the “Operating Partnership”), a New York limited partnership, and a management company, Home Properties Resident Services, Inc. (“HPRS”), which is a Maryland corporation.  At December 31, 2012, the Company held 83.2% (81.8% at December 31, 2011) of the limited partnership units in the Operating Partnership (“UPREIT Units”).

 

Home Properties, through its affiliates described above, as of December 31, 2012, owned and operated 121 communities with 42,635 apartment units (the “Communities” or the “Properties”).

 

The Properties are concentrated in the following market areas:

 

 

 

 

 

Apartment

 

Market Area

 

Communities

 

Units

 

Suburban Washington, D.C.

 

32

 

13,161

 

Baltimore, MD

 

23

 

10,477

 

Suburban New York City

 

28

 

7,225

 

Philadelphia, PA

 

17

 

5,067

 

Boston, MA

 

12

 

3,303

 

Chicago, IL

 

7

 

2,566

 

Southeast Florida

 

2

 

836

 

 

 

 

 

 

 

Totals

 

121

 

42,635

 

 

The Company’s mission is to maximize long-term shareholder value by acquiring, repositioning, developing and managing market-rate apartment communities while enhancing the quality of life for its residents and providing employees with opportunities for growth and accomplishment.  Our vision is to be a prominent owner and manager of market-rate apartment communities, located in selected high barrier, high growth, East Coast markets.  The areas we have targeted for growth are the suburbs of Baltimore, Boston, New York City, Philadelphia and Washington, D.C.  We expect to maintain or grow portfolios in markets that profitably support our mission as economic conditions permit.

 

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Table of Contents

 

The Company (continued)

 

The Company’s long-term business strategies include:

 

·                  proactively managing and improving its communities to achieve increased net operating income;

 

·                  acquiring additional apartment communities with attractive returns at prices that provide a positive spread over the Company’s long-term cost of capital;

 

·                  limited development of new apartment communities on entitled land, on land adjacent to existing owned communities, and, where there are density opportunities, to replace existing garden apartments with mid-rise structures;

 

·                  disposing of properties that have reached their potential, are less efficient to operate, or are located in markets where growth has slowed to a pace below that of the markets targeted for acquisition; and

 

·                  maintaining a strong and flexible capital structure with cost-effective access to the capital markets.

 

Structure

 

The Company was formed in November 1993 as a Maryland corporation and is the general partner of the Operating Partnership.  On December 31, 2012, it held an 83.2% partnership interest in the Operating Partnership comprised of: a 1.0% interest as sole general partner; and an 82.2% limited partner interest through its wholly owned subsidiary, Home Properties I, LLC, which owns 100% of Home Properties Trust, which is the limited partner.  The holders of the remaining 16.8% of the UPREIT Units are certain individuals and entities who received UPREIT Units as consideration for their interests in entities owning apartment communities purchased by the Operating Partnership, including certain officers of the Company.

 

The Operating Partnership is a New York limited partnership formed in December 1993.  Holders of UPREIT Units in the Operating Partnership may redeem an UPREIT Unit for one share of the Company’s common stock or cash equal to the fair market value at the time of the redemption, at the option of the Company.  Management expects that it will continue to utilize UPREIT Units as a form of consideration for a portion of its acquisition properties when it is economical to do so.

 

HPRS is wholly owned by the Operating Partnership, and as a result, the accompanying consolidated financial statements include the accounts of both companies.  HPRS is a taxable REIT subsidiary under the Tax Relief Extension Act of 1999.

 

In September 1997, Home Properties Trust (“QRS”) was formed as a Maryland real estate trust and as a qualified REIT subsidiary.  The QRS is wholly owned by Home Properties I, LLC which is owned 100% by the Company.  The QRS is a limited partner of the Operating Partnership and holds all of the Company’s interest in the Operating Partnership, except for the 1% held directly by the Company as sole general partner.

 

The Company currently has approximately 1,200 employees and its executive offices are located at 850 Clinton Square, Rochester, New York 14604.  Its telephone number is (585) 546-4900.

 

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Table of Contents

 

Operating Strategies

 

The Company will continue to focus on enhancing long-term investment returns by:

 

·                  acquiring apartment communities and repositioning them for long-term growth at prices that provide a positive spread over the Company’s long-term cost of capital;

 

·                  complementing its core acquisition and repositioning strategy by developing a limited number of new apartment units;

 

·                  recycling assets by disposing of properties in low growth markets and those that have reached their potential or are less efficient to operate due to size or remote location;

 

·                  balancing its decentralized property management philosophy with the efficiencies of centralized support functions and accountability including rent optimization and volume purchasing;

 

·                  enhancing the quality of living for the Company’s residents by improving annually the service and physical amenities available at each community in an environmentally responsible manner;

 

·                  adopting new technology so that the time and cost spent on administration can be minimized while the time spent attracting and serving residents can be maximized;

 

·                  continuing to utilize its written “Pledge” of customer satisfaction that is the foundation on which the Company has built its brand recognition; and

 

·                  focusing on reducing expenses while constantly improving the level of service to residents.

 

The Company has a strategy of acquiring and repositioning mature C to B- apartment properties.  Since its 1994 IPO, the Company has acquired and repositioned 219 communities, containing more than 61,000 units.  The rehabilitation and revitalization process targets a minimum 10% return on repositioning investments.  It is expected that capital expenditures in 2013 on repositioning investments will decrease slightly from 2012 levels, which were the highest in the Company’s history, as residents demonstrated a preference for an upgraded apartment at a higher monthly rent in a recovering economic environment.  Extensive experience and expertise in repositioning has helped the Company build significant internal design and construction management skills.  The complete repositioning of a community can take place over a five to seven year period.  The comprehensive process typically begins with improvements in landscaping, signage and common areas.  Exterior improvements increase curb appeal and marketability of the property.  Deferred maintenance is corrected, which can include new HVAC systems, roofs, balconies and windows.  At many properties, community centers and swimming pools are added or upgraded.  Apartment interiors are renovated when residents move out, with the most significant investments made in upgrading kitchens and baths.  Complete remodeling of dated kitchens and bathrooms typically includes new appliances, flooring, counters, cabinets, lighting, tile, fixtures, sinks, bathtubs and toilets.  It may include the removal of kitchen walls to open up the living area.  When feasible, in-unit washers and dryers are added. Repositioning efforts upgrade properties that were C to B- level when acquired to the B to B+ level, which, over time, significantly increases the property’s rental income, net operating income and market value.

 

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Table of Contents

 

Acquisition, Development and Sale Strategies

 

The Company’s strategy is to grow primarily through acquisitions in the suburbs of major metropolitan markets that are near public transportation and major highways, have significant barriers to new construction, limited new apartment supply, easy access to the Company’s headquarters and enough apartments available for acquisition to achieve a critical mass.  Targeted markets also possess other characteristics, including acquisition opportunities below replacement costs, a mature housing stock, high average single-family home prices, a favorable supply/demand relationship, stable or moderate job growth, reduced vulnerability to economic downturns and large prime renter populations including immigrants and young adults in their twenties and early thirties.  The Company currently expects its growth will be focused primarily within suburban sub-markets of selected metropolitan areas within the Northeast and Mid-Atlantic regions of the United States where it has already established a presence.  The largest metropolitan areas the Company will focus on include Baltimore, Boston, New York City, Philadelphia and Washington, D.C.  The Company may expand into new markets that possess the characteristics described above although it has no current plans to do so.  Continued geographic specialization is expected to have a greater impact on operating efficiencies versus widespread accumulation of properties.  The Company will continue to pursue the acquisition of individual properties as well as multi-property portfolios.  It may also consider strategic investments in other apartment companies, as well as strategic alliances, such as joint ventures.

 

During 2012, the Company acquired three communities with a total of 2,018 units for an aggregate consideration of $298 million, or an average of approximately $148,000 per apartment unit.  The weighted average expected first year capitalization rate for the acquired communities was 5.9%.  Capitalization rate (“cap rate”) is defined as the rate of interest used to convert the first year expected net operating income (“NOI”) less a 2.7% management fee into a single present value.  NOI is defined by the Company as rental income and property other income less operating and maintenance expenses.  Two acquisitions were in suburban Washington, D.C.; and one was in the suburb of Baltimore.

 

The Company believes that it will have the opportunity to make acquisitions during 2013 and has projected $200 million to $300 million in purchases for the year.

 

The Company has the ability to develop new market-rate communities.  It plans to engage in development activity only in markets in which it is currently doing business in order to add net asset value and supplement future earnings and growth.  It expects to develop new apartment communities on entitled land and on land adjacent to existing Properties, as well as to increase the density of units at some communities currently owned.  The Company plans to continue construction of one project started in late 2011 and another started in the second quarter of 2012.  The Company plans to spend approximately $120 million on development in 2013.  There are no additional construction starts planned for 2013.

 

After not selling any communities in both 2010 and 2011, the Company closed on the sale of six communities in 2012 with a total of 1,596 units for approximately $160 million, resulting in a weighted average unlevered internal rate of return (“IRR”) of 14.1% over the ownership period of these six communities.  IRR is defined as the discount rate at which the present value of the future cash flows of the investment is equal to the cost of the investment.  The Company has specifically identified additional communities for sale in 2013 and will continue to evaluate the sale of its communities.  The Company expects to dispose of between $200 million and $300 million of properties for the year.  Typically, a property will be targeted for sale if management is of the opinion that it has reached its potential or if it is located in a slower growth market or is less efficient to operate.  After many years of being a net acquirer, for 2013 the Company is looking to create a better balance, with an equal range targeted of acquisitions and dispositions.  Property sale proceeds add another significant source of capital, reducing reliance on debt and equity sources.

 

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Table of Contents

 

Financing and Capital Strategies

 

The Company intends to continue to adhere to the following financing policies:

 

·                  maintaining a ratio of debt-to-total market capitalization (total debt of the Company as a percentage of the value (using the Company’s internally calculated Net Asset Value (“NAV” per share) of outstanding diluted common stock, the UPREIT Units, plus total debt)) of approximately 42% or less;

 

·                  utilizing primarily fixed rate debt;

 

·                  varying debt maturities to avoid significant exposure to interest rate changes upon refinancing; and

 

·                  maintaining a line of credit so that it can respond quickly to acquisition opportunities.

 

On December 31, 2012, the Company’s debt was approximately $2.8 billion and the debt-to-total market capitalization ratio was 42.2% based on the year-end closing price of the Company’s common stock of $61.31.  The weighted average interest rate on the Company’s mortgage debt as of December 31, 2012 was 5.06% and the weighted average maturity was approximately five years.  Debt maturities are staggered, with an average 10.9% of loans maturing each of the next nine years.  The range is from a high of 22.7% in 2016 (includes line facility bank term loan) to a low of 2.9% in 2014.  As of December 31, 2012, the Company had a $275 million unsecured line of credit facility with M&T Bank and U.S. Bank National Association (acting as joint lead banks) and nine other participating commercial banks with $162.5 million outstanding on the line of credit.

 

To further strengthen the Company’s balance sheet and increase its financial flexibility, during 2012 the Company pursued certain capital market initiatives as follows:

 

·                  The Company increased the level of the value of unencumbered properties in relationship to the total property portfolio from 33% to 39%.  This higher level adds flexibility, allowing the Company to place additional unsecured financing if desired, or increase secured borrowing on unencumbered assets.

 

·                  The Company benefits from its multifamily focus as the Government Sponsored Enterprises (“GSEs”) Fannie Mae and Freddie Mac are still very active lending to apartment owners.  However, no secured debt was added during 2011 or 2012, except for one small loan assumed in conjunction with a property acquisition.  The Company paid off approximately $42 million of mortgage debt in 2012 with a weighted average interest rate of 6.79%.

 

·                  The Company sold 2.4 million shares of common stock through its at-the-market (“ATM”) equity offering program, generating $145 million in net proceeds.

 

·                  In 2011, the Company entered into a five-year unsecured term loan for $250 million that bears monthly interest at 1.3% above the one-month LIBOR.  On July 19, 2012, the Company entered into interest rate swap agreements that effectively convert the variable LIBOR portion of this loan to a fixed rate, resulting in an effective rate of 1.99% as of December 31, 2012.

 

·                 With a focus of adding unsecured debt, in June 2012, the Company issued a private placement note in the amount of $50 million with a seven-year term at a fixed interest rate of 4.16%.

 

The capital market initiatives described above allowed the Company to achieve stronger key debt and credit metrics at December 31, 2012 versus December 31, 2011 as follows:

 

·                  total debt to value was reduced to 45.2% from 46.9%;(1)

 

·                  total secured debt to value was reduced to 35.0% from 39.7%;(1)

 

·                  interest coverage ratio was increased from 2.5 times to 3.0 times;

 

·                  fixed charge coverage ratio was increased from 2.4 times to 2.9 times; and

 

·                  value of unencumbered asset pool was increased from $1.9 billion to $2.7 billion; or from 33.3% to 39.0% of total value, respectively.

 


(1)         As calculated under the terms of the line of credit facility.

 

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Table of Contents

 

Financing and Capital Strategies (continued)

 

For 2013, the Company plans to continue to increase the level of the value of unencumbered properties to over 40% of the portfolio, maintaining the debt-to-total market capitalization ratio at a level equal to or slightly less than the level at December 31, 2012 and issuing shares under the current or future ATM programs.

 

Management expects to continue to fund a portion of its continued growth by taking advantage of its UPREIT structure and using UPREIT Units as currency in acquisition transactions.  During 2010, the Company issued $4.8 million worth of UPREIT Units as partial consideration for one acquired property.  During 2011 and 2012, no UPREIT Units were used as consideration for acquired properties.  It is difficult to predict the level of demand from sellers for this type of transaction.  In periods when the Company’s stock price is trading at a discount to estimated NAV, it is unlikely that management would engage in UPREIT transactions.

 

In 1997, the Company’s Board of Directors (the “Board”) approved a stock repurchase program under which the Company can repurchase shares of its outstanding common stock and UPREIT Units.  Shares or units may be repurchased through the open market or in privately-negotiated transactions.  The Company’s strategy is to opportunistically repurchase shares at a discount to its estimated NAV, thereby continuing to build value for long-term shareholders.  The last year where the Company repurchased any shares under this program was 2008.  At December 31, 2012, there was approval remaining to purchase 2.3 million shares.  Management does not anticipate making additional share repurchases in 2013.

 

Competition

 

The Company’s properties are primarily located in developed areas where there are other multifamily properties which directly compete for residents.  There is also limited competition from single family homes and condominiums for sale or rent.  The competitive environment may have a detrimental effect on the Company’s ability to lease apartments at existing and at newly developed properties, as well as on rental rates.

 

In addition, the Company competes with other real estate investors in seeking property for acquisition and development.  These competitors include pension and investment funds, insurance companies, private investors, local owners and developers, and other apartment REITs.  This competition could increase prices for properties that the Company would like to purchase and impact the Company’s ability to achieve its long-term growth targets.

 

The Company believes, however, that it is well-positioned to compete effectively for both residents and properties as a result of its:

 

·                  focus on service and resident satisfaction, as evidenced by both The Home Properties Pledge, which provides a money-back service guarantee and lease flexibility, and by its resident turnover ratio which is consistently below the industry average;

 

·                  ability to issue UPREIT Units in purchase transactions, which provides sellers with the opportunity to defer taxes; and

 

·                 unique repositioning strategy that differentiates the Company from its competitors.

 

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Table of Contents

 

Market Environment

 

The markets in which Home Properties operates could be characterized long term as stable, with moderate levels of job growth.  After a recessionary period, starting in 2010 and expected to continue through 2013, many regions of the United States have been experiencing varying degrees of economic recovery resulting in improving job growth for both the country as a whole and the Company’s markets.

 

In 2011, the Company’s markets job growth was slightly behind the U.S. average with 0.7% job growth versus 1.3%, respectively.  In 2012, the Company’s markets job growth continued to lag the U.S. average with a 1.1% growth rate versus 1.4%.  However, the unemployment rate for the Company’s markets of 6.9% continues to compare favorably to the country average of 7.6%.  The Company’s Northern VA/DC market continues to experience the lowest unemployment rate of 5.2% at December 31, 2012.  This market represents 30.9% of the Company’s total apartment unit count.  These favorable comparisons help explain why the Company’s markets helped the Company outperform many of its public company multifamily peers on a measurement of same store NOI growth in both 2011 and 2012, producing the fourth best same store NOI growth out of twelve peers each year.

 

New construction in the Company’s markets is low relative to the existing multifamily housing stock and compared to other regions of the country.  In 2012, Home Properties’ markets represented 27.8% of the total estimated existing U.S. multifamily housing stock, but only 18.0% of the country’s estimated new supply of multifamily housing units.

 

The information on the “Market Demographics and Multifamily Supply and Demand” tables on pages 10 and 11 were compiled by the Company from the sources indicated on the tables.  The methods used include estimates and, while the Company feels that the estimates are reasonable, there can be no assurance that the estimates are accurate.  There can also be no assurance that the historical information included on the tables will be consistent with future trends.

 

An analysis of multifamily supply compared to multifamily demand can indicate whether a particular market is tightening, softening or in equilibrium.  The fourth to last column in the “Multifamily Supply and Demand” table on page 11 reflects current estimated net new multifamily supply as a percentage of new multifamily demand for the Company’s markets and the United States.  For both the Company’s markets and the country as a whole, net new supply is low compared to expected new demand.  For the country, net new supply represents 66.5% of net new demand, creating an environment where both pricing and/or occupancy will remain stable with room for some improvement.  The relationship in the Company’s markets is much better, where net new supply after obsolescence is expected to meet only 27.0% of the expected increasing demand for rental housing.

 

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Table of Contents

 

Market Demographics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

Units as a %

 

2012

 

 

 

% of

 

2012

 

2012

 

2012 vs. 2011

 

December 2012

 

Median

 

of Total

 

Multifamily

 

 

 

Company

 

Number of

 

Job

 

Job Growth

 

Unemployment

 

Home

 

Housing Units

 

Housing

 

CBSA Market Area

 

Units

 

Households

 

Growth

 

% Change

 

Rate

 

Value

 

Stock (5)

 

Stock (6)

 

Northern VA/DC

 

30.9

%

2,124,902

 

30,200

 

1.0

%

5.2

%

359,142

 

29.3

%

663,573

 

Baltimore, MD

 

24.6

%

1,045,893

 

11,700

 

0.9

%

7.0

%

262,126

 

19.6

%

223,481

 

Suburban New York City (1)

 

16.9

%

6,986,610

 

118,700

 

1.4

%

8.5

%

404,713

 

37.6

%

2,857,906

 

Eastern PA (2)

 

11.9

%

2,600,019

 

28,200

 

0.9

%

8.4

%

210,846

 

14.9

%

416,740

 

Boston, MA (3)

 

7.7

%

1,994,716

 

53,800

 

2.0

%

5.9

%

564,405

 

21.3

%

462,736

 

Chicago, IL

 

6.0

%

3,508,312

 

34,700

 

0.8

%

8.6

%

203,997

 

24.8

%

949,813

 

Southeast Florida (4)

 

2.0

%

2,115,417

 

1,200

 

0.1

%

8.1

%

171,076

 

39.0

%

969,904

 

Home Properties Markets

 

100.0

%

20,375,869

 

278,500

 

1.1

%

6.9

%

328,277

 

29.4

%

6,544,153

 

United States

 

 

 

118,582,568

 

1,857,000

 

1.4

%

7.6

%

168,275

 

17.6

%

23,573,720

 

 


(1)         Suburban New York City is defined for this report as New York-Northern New Jersey-Long Island, NY-NJ-PA Core Based Statistical Area (CBSA).

(2)         Eastern Pennsylvania is defined for this report as Philadelphia-Camden-Wilmington, PA-NJ-DE-MD CBSA & Allentown-Bethlehem-Easton PA-NJ CBSA.

(3)         Boston, MA is defined for this report as Boston-Cambridge-Quincy, MA CBSA & Portland-South Portland-Biddeford, ME CBSA.

(4)         Southeast Florida is defined for this report as Miami-Fort Lauderdale-Miami Beach, FL CBSA.

(5)         Based on The Nielsen Company 2012 estimates calculated from the 2000 U.S. Census figures.

(6)         2012 Multifamily Housing Stock is from The Nielsen Company estimates of five or more units based on the 2000 U.S. Census.

 

Sources:  Bureau of Labor Statistics (BLS); The Nielsen Company (formerly Claritas); US Census Bureau - Manufacturing & Construction Div.

Data collected is data available as of January 30, 2013 and in some cases may be preliminary.

BLS is the principal fact-finding agency for the Federal Government in the broad field of labor economics and statistics.

The Nielsen Company is a leading provider of precision marketing solutions and related products and services.

U.S. Census Bureau’s parent Federal agency is the U.S. Dept. of Commerce, which promotes American business and trade.

 

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Multifamily Supply and Demand

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

Estimated

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated

 

Net New

 

Net New

 

 

 

 

 

 

 

Estimated

 

 

 

Estimated

 

2012

 

Multifamily

 

Multifamily

 

 

 

 

 

 

 

2012

 

Estimated

 

2012

 

New

 

Supply as a

 

Supply as a

 

 

 

Expected

 

 

 

New

 

2012

 

Net New

 

Multifamily

 

% of New

 

% of

 

Expected

 

Excess

 

 

 

Supply of

 

Multifamily

 

Multifamily

 

Household

 

Multifamily

 

Multifamily

 

Excess

 

Revenue

 

CBSA Market Area

 

Multifamily (7)

 

Obsolescence (8)

 

Supply (9)

 

Demand (10)

 

Demand

 

Stock

 

Demand (11)

 

Growth (12)

 

Northern VA/DC

 

10,450

 

3,318

 

7,132

 

5,902

 

120.8

%

1.1

%

(1,230

)

(0.2

)%

Baltimore, MD

 

1,945

 

1,117

 

828

 

1,530

 

54.1

%

0.4

%

702

 

0.3

%

Suburban New York City (1)

 

17,160

 

14,290

 

2,870

 

29,769

 

9.6

%

0.1

%

26,899

 

0.9

%

Eastern PA (2)

 

3,300

 

2,084

 

1,216

 

2,803

 

43.4

%

0.3

%

1,587

 

0.4

%

Boston, MA (3)

 

4,145

 

2,314

 

1,831

 

7,643

 

24.0

%

0.4

%

5,812

 

1.3

%

Chicago, IL

 

3,145

 

4,749

 

(1,604

)

5,740

 

(27.9

)%

(0.2

)%

7,344

 

0.8

%

Southeast Florida (4)

 

7,053

 

4,850

 

2,203

 

312

 

706.1

%

0.2

%

(1,891

)

(0.2

)%

Home Properties Markets

 

47,198

 

32,722

 

14,476

 

53,699

 

27.0

%

0.2

%

39,223

 

0.6

%

United States

 

262,762

 

117,869

 

144,893

 

217,997

 

66.5

%

0.6

%

73,104

 

0.3

%

 


(1)-(6) see footnotes prior page

 

(7)         Estimated 2012 New Supply of Multifamily =  Multifamily permits (2012 figures U.S. Census Bureau, Mfg. & Constr. Div., 5+ permits only) adjusted by the average % of permits resulting in a construction start (estimated at 95%).

(8)         Estimated 2012 Multifamily Obsolescence = Estimated 2012 Multifamily Housing Stock multiplied by the estimated % of obsolescence (0.5%).

(9)         Estimated 2012 Net New Multifamily Supply = Estimated 2012 New Supply of Multifamily - Estimated 2012 Multifamily Obsolescence.

(10)  Estimated 2012 New Multifamily Household Demand = 2012 job growth (Nonfarm, not seasonally adjusted payroll employment figures) (12/31/2011-12/31/2012) multiplied by the expected % of new household formations resulting from new jobs (66.7%) and the % of multifamily households in each market (based on Nielsen estimates).

(11)  Expected Excess Demand = Estimated 2012 New Multifamily Household Demand - Estimated 2012 Net New Multifamily Supply.

(12)  Expected Excess Revenue Growth = Expected Excess Demand divided by 2012 Multifamily Housing Stock.  This percentage is expected to reflect the relative impact that changes in the supply and demand for multifamily housing units will have on occupancy rates and/or rental rates in each market, beyond the impact caused by broader economic factors, such as inflation and interest rates.

 

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Environmental Matters

 

As a current or prior owner, operator and developer of real estate, the Company is subject to various federal, state and local environmental laws, regulations and ordinances and also could be liable to third parties as a result of environmental contamination or noncompliance at its properties.  See the discussion under the caption, “We may incur costs due to environmental contamination or non-compliance that could adversely affect our financial results and reputation” in Item 1A, Risk Factors, for information concerning the potential effect of environmental regulations on the Company’s operations.

 

Available Information

 

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other reports required by Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (collectively, the “Reports”), are electronically filed with the Securities and Exchange Commission (“SEC”).  The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549-2521.  Please call the SEC at 1-800-732-0330 for further information on the operation of the Public Reference Room.  The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which are available without charge.  In addition, you can read similar information about the Company at the offices of the NYSE at 20 Broad Street, New York, NY 10005.

 

Company Website

 

The Company maintains an Internet website at www.homeproperties.com.  The Company provides free-of-charge access to its Reports filed with the SEC, and any amendments thereto, through this website.  These Reports are available as soon as reasonably practicable after the Reports are filed electronically with the SEC and are found under “Investors/SEC Filings.”  In addition, a paper copy of the Reports filed with the SEC may be obtained at no charge by contacting the Corporate Secretary, Home Properties, Inc., 850 Clinton Square, Rochester, New York 14604.

 

Current copies of the Company’s Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers with Certification, Corporate Governance Guidelines and Charters for the Audit, Compensation, Corporate Governance/Nominating and Real Estate Investment Committees of the Board are also available on the Company’s website under the heading “Investors/Corporate Overview/Governance Documents Highlights.”  A copy of these documents is also available at no charge upon request addressed to the Corporate Secretary at Home Properties, Inc., 850 Clinton Square, Rochester, New York 14604.

 

The reference to our website does not incorporate by reference the information contained in the website and such information should not be considered a part of this report.

 

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Item 1A.  Risk Factors

 

As used in this section, references to “we” or “us” or “our” refer to the Company, the Operating Partnership, and HPRS, taken as a whole.

 

Our business is subject to uncertainties and risks.  Please carefully consider the risk factors described below, which apply to Home Properties, the Operating Partnership, and HPRS, in addition to other risks and factors set forth in this Form 10-K.  Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or prospects.  The risk factors we describe contain or refer to certain forward-looking statements.  You should review the explanation of the limitations of forward-looking statements contained in the section entitled “Forward-Looking Statements” on page 56 of this Form 10-K.

 

Real Estate Investment Risks

 

We are subject to risks that are part of owning residential real estate.

 

Real property investments are subject to varying degrees of risk.  If our communities do not generate revenues sufficient to meet operating expenses, debt service and capital expenditures, our cash flow and ability to make distributions to our stockholders will be adversely affected.  A multifamily apartment community’s revenues and value may be adversely affected by general economic conditions (including unemployment); local and regional economic conditions (including population shifts); local and regional real estate considerations (such as oversupply of or reduced demand for apartments); changes in home ownership or condominium affordability; the perception by prospective residents of the convenience and attractiveness of the communities or neighborhoods in which they are located and the quality of local schools and other amenities; and increased operating costs (including real estate taxes and utilities). Certain significant fixed expenses are generally not reduced when circumstances cause a reduction in income from a community.

 

We depend on rental income for cash flow to pay expenses and make distributions.

 

We are dependent on rental income from our multifamily properties to pay operating expenses, debt service and capital expenditures, and in order to generate cash to enable us to make distributions to our stockholders.  If we are unable to attract and retain residents or if our residents are unable, due to an adverse change in the economic condition of the region or otherwise, to pay their rental obligations, our financial results and our ability to make expected distributions will be adversely affected.  In addition, the weather and other factors outside of our control can result in an increase in the operating expenses for which we are responsible.

 

Attractive acquisitions may not be available and acquisitions we may be able to make may fail to meet expectations.

 

We plan to continue to selectively acquire apartment communities that meet our investment criteria.  We expect that other real estate investors, including insurance companies, pension funds, other REITs and other well-capitalized investors will compete with us to acquire existing properties and to develop new properties.  This competition could increase prices for properties of the type we would likely pursue and adversely affect our growth and profitability.  If we are able to make acquisitions, there are risks that those acquisitions will perform less favorably than we expect.  Our estimates of future income, expenses and the costs of improvements or redevelopment that are necessary to allow us to operate an acquired property as originally intended may prove to be inaccurate.  Other acquisition risks include environmental issues, structural issues, competition, economic submarket changes and employment variables.

 

Real estate investments are relatively illiquid, and we may not be able to respond to changing conditions quickly.

 

Real estate investments are relatively illiquid and, therefore, we have limited ability to adjust our portfolio quickly in response to changes in economic or other conditions.  In addition, the prohibition in the Internal Revenue Code (the “Code”) on REITs holding property for sale and related regulations may affect our ability to sell properties without adversely affecting distributions to stockholders.  A number of our properties were acquired using UPREIT Units and twelve of those properties are subject to certain agreements which may restrict our ability to sell such properties in transactions that would create current taxable income to the former owners.

 

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Real Estate Investment Risks (continued)

 

Competition could limit our ability to lease apartments or increase or maintain rents.

 

Our apartment communities compete with other housing alternatives to attract residents, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale.  Competitive residential housing in a particular area could adversely affect our ability to lease apartment units and to increase or maintain rental rates.  The recent challenges in the credit and housing markets have increased single-family housing inventory that may compete with our properties.

 

Repositioning and development risks could affect our profitability.

 

A key component of our strategy is to acquire properties and to reposition them for long-term growth.  In addition, we have developed and are in the process of developing new apartment communities.  We plan to continue to selectively expand our development activities.  Development projects generally require various governmental and other approvals, which have no assurance of being received.  Our repositioning and development activities generally entail certain risks, including the following:

 

·                  funds may be expended and management’s time devoted to projects that may not be completed due to a variety of factors, including without limitation, the inability to obtain necessary zoning or other approvals;

 

·                  construction costs of a project may exceed original estimates, possibly making the project economically unfeasible or the economic return on a repositioned property less than anticipated;

 

·                  projects may be delayed due to delays in obtaining necessary zoning and other approvals, adverse weather conditions, labor shortages, or other unforeseen complications;

 

·                  occupancy rates and rents at a completed development project or at a repositioned property may be less than anticipated; and

 

·                  the operating expenses at a completed development may be higher than anticipated.

 

If any of these risks materialized, the effect may negatively impact our financial results and reduce the funds available for distribution to our stockholders.  Further, the repositioning and development of properties is also subject to the general risks associated with real estate investments.

 

Short-term leases expose us to the effects of declining market conditions.

 

Virtually all of the leases for our properties are short-term leases (generally, one year or less).  Typically, our residents can leave after the end of a one-year lease term.  As a result, our rental revenues are impacted by declines in market conditions more quickly than if our leases were for longer terms.

 

An increase in operating expenses, including real estate taxes, would negatively affect our financial results.

 

Unanticipated increases in real estate taxes and other unanticipated or increased operating expenses cannot always be passed through to residents in the form of higher rents and may adversely affect financial results and our ability to make expected distributions.

 

A significant uninsured property or liability loss could adversely affect us in a material way.

 

The Company carries comprehensive liability, fire, extended and rental loss insurance for each of our properties.  There are however certain types of extraordinary losses, such as losses for certain natural catastrophes and relating to environmental contamination, for which the Company may not have insurance coverage.  If an uninsured loss occurred, we could incur significant expense.  As a result of a catastrophic uninsured event impacting an entire

 

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Table of Contents

 

Real Estate Investment Risks (continued)

 

property, we could lose our investment in and cash flow from, the affected property, and could be required to repay any indebtedness secured by that property and related taxes and other charges.

 

The Company is subject to increased exposure to economic and other competitive factors due to concentration of its Properties in certain markets.

 

At December 31, 2012, approximately 30.9%, 24.6%, 16.9% and 11.9% (on an apartment unit basis) of the Company’s Properties are located in the Washington, D.C., Baltimore, Maryland, suburban New York City and Philadelphia geographic areas.  The Company’s current strategy is to reduce its concentration in the Washington, D.C. market to below 30%.  However, geographic concentration could present risks if local property market performance falls below expectations as a result of deteriorating economic conditions or other factors.  This could have a negative impact on the Company’s financial condition and results of operations, which could adversely affect our ability to make expected distributions.

 

Insurance costs and policy deductibles expose us to unpredictable expenses which may be material.

 

The Company’s general liability, property and workers’ compensation policies provide for deductibles and self-insured retention amounts.  These deductibles and self-insured retention amounts expose the Company to potential uninsured losses.  Management believes that this exposure is justified by savings in insurance premium amounts and, in some cases, was necessary in order for the Company to secure coverage.  Depending on the level of claims experienced, insurance coverage may become difficult to obtain at the current premium and expense levels.

 

Changes in applicable laws, or noncompliance with applicable laws, could adversely affect our operations or expose us to liability.

 

We must operate our properties in compliance with numerous federal, state and local laws and regulations, including landlord tenant laws and other laws generally applicable to business operations.  Noncompliance with laws could expose us to liability.

 

Compliance with changes in:  (i) laws increasing the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions; (ii) rent control or rent stabilization laws; or (iii) other governmental rules and regulations or enforcement policies affecting the use and operation of our communities, including changes to building codes and fire and life-safety codes, may result in lower revenue growth or significant unanticipated expenditures.

 

We may incur costs and increased expenses to repair property damage resulting from inclement weather.

 

In every market except Florida, we are exposed to risks associated with inclement winter weather, including increased costs for the removal of snow and ice.  In addition, in all of our markets, we have exposure to severe storms which also could increase the need for maintenance and repair of our communities.

 

We may incur increased energy and other costs resulting from the climate change regulations.

 

The current concerns about climate change have resulted in various treaties, laws and regulations which are intended to limit carbon emissions.  The Company believes these laws being enacted or proposed may cause energy and waste removal costs at our properties to increase, but we do not expect the direct impact of these increases to be material to our results of operations.  Increased costs relating to energy either would be the responsibility of our residents directly or in large part may be passed through by us to our residents through the utility recovery programs.  We may be able to pass increased waste removal costs on to our residents in the form of increased rental rates.  If this is not possible, it is still not expected that these additional costs would affect the Company’s financial performance in any material way.

 

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Real Estate Investment Risks (continued)

 

We may incur costs due to environmental contamination or non-compliance that could adversely affect our financial results and reputation.

 

Under various federal, state and local environmental laws, regulations and ordinances, we may be required, regardless of knowledge or responsibility, to investigate and remediate the effects of hazardous or toxic substances at our properties and may be held liable under these laws or common law to a governmental entity or to third parties for property, personal injury or natural resources damages and for investigation and remediation costs incurred as a result of the contamination.  These damages and costs may be substantial.  The presence of such substances, or the failure to properly remediate the contamination, may adversely affect our ability to borrow against, sell or rent the affected property.

 

The development, construction and operation of our communities are subject to regulations and permitting under various federal, state and local laws, regulations and ordinances, which regulate matters including wetlands protection, storm water runoff and wastewater discharge.  Noncompliance with such laws and regulations may subject us to fines and penalties.  We do not currently anticipate that we will incur any material liabilities as a result of noncompliance with these laws.

 

Certain federal, state and local laws, regulations and ordinances govern the removal, encapsulation or disturbance of asbestos containing materials (“ACMs”) when such materials are in poor condition or in the event of renovation or demolition of a building.  These laws and the common law may impose liability for release of ACMs and may allow third parties to seek recovery from owners or operators of real properties for personal injury associated with exposure to ACMs.  ACMs are present at some of our communities.  We implement an operations and maintenance program at each of the communities at which ACMs are detected.  We do not currently anticipate that we will incur any material liabilities as a result of the presence of ACMs at our communities.

 

We are aware that some of our communities have or may have lead paint and have implemented an operations and maintenance program at each of those communities to contain, remove or test for lead paint to limit the exposure of our residents.  At some of our properties, we are required by federal law to provide lead-based paint disclosures to our residents.  Failure to comply with the federal notification requirement can result in a penalty.  We do not currently anticipate that we will incur any material liabilities as a result of the presence of lead-based paint at our communities or the failure to provide disclosures.

 

Mold growth may occur when excessive moisture accumulates in buildings or on building materials, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.  Although the occurrence of mold at multifamily and other structures, and the need to remediate such mold, is not a new phenomenon, there has been increased awareness in recent years that certain molds may in some instances lead to adverse health effects, including allergic or other reactions.  This has resulted in an increasing number of lawsuits against owners and managers of multifamily properties.  Insurance companies have reacted by excluding mold-related claims from existing policies and pricing mold endorsements at prohibitively high rates.  We have adopted programs designed to minimize any impact mold might have on our residents or the property.  However, if mold should become an issue in the future, our financial condition or results of operations may be adversely affected.

 

All of the Properties and all of the communities that we are currently developing have been subjected to at least a Phase I or similar environmental assessment, which generally does not involve invasive techniques such as soil or ground water sampling.  These assessments, together with subsurface assessments conducted on some of our properties, have not revealed, and we are not otherwise aware of, any environmental conditions that we believe would have a material adverse effect on our business, assets, financial condition or results of operation.  There is no assurance that Phase I assessments would reveal all environmental liabilities.  In addition, environmental conditions not known to the Company may exist now or in the future which could result in liability to the Company for remediation or fines or to third parties for property or personal injury damages, either under existing laws and regulations or future changes to such requirements.

 

We occasionally have been involved in managing, leasing and operating various properties for third parties.  Consequently, we may be considered to have been an operator of such properties and, therefore, potentially liable for removal or remediation costs or other potential costs which could relate to hazardous or toxic substances.  We are not aware of any material environmental liabilities with respect to properties managed by us for such third parties.

 

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Real Estate Financing Risks

 

We are subject to general risks related to debt.

 

We are subject to the customary risks associated with debt financing.  For example, if a property is mortgaged to secure payment of indebtedness and we are unable to meet its debt service obligations, the property could be foreclosed upon.  This could adversely affect our cash flow and, consequently, the amount available for distributions to stockholders.

 

We may not be able to obtain refinancing at favorable rates.

 

Because a significant amount of our financing is not fully self-amortizing, we anticipate that only a portion of the principal of our indebtedness will be repaid prior to maturity.  So, we will need to refinance debt.  Accordingly, there is a risk that we will not be successful in refinancing existing indebtedness or that the terms of such refinancing will not be as favorable as the terms of the existing indebtedness.  We aim to stagger our debt maturities with the goal of minimizing the amount of debt which must be refinanced in any year.

 

As of December 31, 2012, we had approximately $2.2 billion of mortgage debt, a significant portion of which is subject to balloon payments.  We do not expect to have cash flows from operations to make all of these balloon payments.  The mortgage debt matures as follows:

 

2013

 

$

190 million

 

2014

 

75 million

 

2015

 

255 million

 

2016

 

344 million

 

2017

 

265 million

 

Thereafter

 

1,036 million

 

 

Financing may not be available and issuing equity could dilute our stockholders’ interests.

 

Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity.  Debt or equity financing may not be available in sufficient amounts, or on favorable terms or at all.  If we issue additional equity securities to finance developments and acquisitions instead of incurring debt, the interests of our existing stockholders could be diluted.

 

Potential reduction or elimination of the role that Fannie Mae and Freddie Mac play in the multifamily financing sector may negatively impact the multifamily sector and our ability to obtain financing.

 

Fannie Mae and Freddie Mac (the “GSEs”) are a major source of financing for secured multifamily real estate.  We and other multifamily companies depend in part on the GSEs to finance growth by purchasing or guarantying apartment loans.  In 2011, the Obama administration released a report proposing that the GSEs be gradually eliminated.  The report proposed three possible courses for long-term reform of housing finance.  A final decision by the government to eliminate the GSEs or to change their mandate may adversely affect interest rates and capital availability.  In 2012, the Company added only $7 million of secured debt assumed in connection with an acquisition.  Instead we added $50 million of unsecured debt and increased outstandings on our unsecured line of credit by $160 million.  This demonstrates the Company’s declining reliance on the GSEs.  In addition, management believes, based on the positive performance of the multifamily sector and its low mortgage default rate, that other sources of financing would enter the market such as pension funds and insurance companies.

 

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Table of Contents

 

Real Estate Financing Risks (continued)

 

The Company in part relies on its line of credit to meet its short-term liquidity requirements.

 

As of December 31, 2012, the Company had an unsecured line of credit agreement of $275 million with an initial maturity date of December 8, 2015, and a one-year extension, at the Company’s option.  The Company had $162.5 million outstanding under the credit facility on December 31, 2012.

 

The credit agreement relating to the line of credit requires the Company to maintain certain financial covenants, ratios and measurements.  Maintaining compliance with these covenants could limit our flexibility.  In addition, a default in these requirements, if uncured, could result in a termination of the line of credit and a requirement that we repay outstanding amounts, which could adversely affect our liquidity and increase our financing costs.

 

Failure to comply with the financial covenants relating to its unsecured debt, could result in a default and early repayment of the loans.

 

In addition to the line of credit, as of December 31, 2012, the Company had $450 million of unsecured debt outstanding.  These loans require the Company to maintain some of the same covenants, ratios and measurements as under the line of credit.  A default in any of these requirements could result in a default of these unsecured loans and a requirement that the loan be repaid early.  This could adversely affect our liquidity and result in increased borrowing costs.

 

Rising interest rates could adversely affect operations and cash flow.

 

As of December 31, 2012, approximately 87% of our debt was at fixed rates.  This limits our exposure to changes in interest rates.  Prolonged interest rate increases, however, could negatively affect our ability to make acquisitions, to dispose of properties at favorable prices, to develop properties and to refinance existing borrowings at acceptable rates.

 

Failure to hedge effectively against interest rates may adversely affect results of operations.

 

We may manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap agreements and rate swap agreements.  These agreements involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements and that these arrangements may reduce the benefits to us if interest rates decline.  Failure to hedge effectively against interest rate changes could have a negative impact on our financial performance and our ability to make distributions to our shareholders and pay amounts due on our debt.

 

There is no legal limit on the amount of debt we can incur.

 

The Board has adopted a policy of limiting our indebtedness to approximately 55% of our total market capitalization (with the equity component of total market capitalization based on the per share NAV presented to our Board at its most recent Board meeting), but our organizational documents do not contain any limitation on the amount or percentage of indebtedness we may incur.  Accordingly, the Board could alter or eliminate its current policy on borrowing. If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our ability to make expected distributions to stockholders and increase the risk of default on our indebtedness.  Our NAV fluctuates based on a number of factors.  Our line of credit agreement limits the amount of indebtedness we may incur.

 

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Table of Contents

 

Federal Income Tax Risks

 

There is no assurance that we will continue to qualify as a REIT.

 

We believe that we have been organized and have operated in such manner so as to qualify as a REIT under the Internal Revenue Service Code, commencing with our taxable year ended December 31, 1994.  A REIT generally is not taxed at the corporate level on income it currently distributes to its shareholders as long as it distributes currently at least 90% of its taxable income (excluding net capital gains).  No assurance can be provided, however, that we have qualified or will continue to qualify as a REIT or that new legislation, Treasury Regulations, administrative interpretations or court decisions will not significantly change the tax laws with respect to our qualification as a REIT or the federal income tax consequences of such qualification.

 

We are required to make certain distributions to qualify as a REIT, and there is no assurance that we will have the funds necessary to make the distributions.

 

In order to continue to qualify as a REIT, we currently are required each year to distribute to our stockholders at least 90% of our taxable income (excluding net capital gains).  In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions made by us with respect to the calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income for that year, and any undistributed taxable income from prior periods.  We intend to make distributions to our stockholders to comply with the 90% distribution requirement and to avoid the nondeductible excise tax and will rely for this purpose on distributions from the Operating Partnership.  However, differences in timing between taxable income and cash available for distribution could require us to borrow funds or to issue additional equity to enable us to meet the 90% distribution requirement (and, therefore, to maintain our REIT qualification) and to avoid the nondeductible excise tax.  The Operating Partnership is required to pay (or reimburse us, as its general partner, for) certain taxes and other liabilities and expenses that we incur, including any taxes that we must pay in the event we were to fail to qualify as a REIT.  In addition, because we are unable to retain earnings (resulting from REIT distribution requirements), we will generally be required to refinance debt that matures with additional debt or equity.  There can be no assurance that any of these sources of funds, if available at all, would be available to meet our distribution and tax obligations.

 

Our failure to qualify as a REIT would have adverse consequences.

 

If we fail to qualify as a REIT, we will be subject to federal and state income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates.  In addition, unless entitled to relief under certain statutory provisions, we will be disqualified from treatment as a REIT for the four taxable years following the year during which REIT qualification is lost.  The additional tax burden on us would significantly reduce the cash available for distribution by us to our stockholders.  Our failure to qualify as a REIT could reduce materially the value of our common stock and would cause all our distributions to be taxable as ordinary income to the extent of our current and accumulated earnings and profits (although, subject to certain limitations under the Code, corporate distributees may be eligible for the dividends received deduction with respect to these distributions).

 

The Operating Partnership intends to qualify as a partnership but there is no guaranty that it will qualify.

 

We believe that the Operating Partnership qualifies as a partnership for federal income tax purposes.  No assurance can be provided, however, that the Internal Revenue Service (the “IRS”) will not challenge its status as a partnership for federal income tax purposes, or that a court would not sustain such a challenge.  If the IRS were to be successful in treating the Operating Partnership as an entity that is taxable as a corporation, we would cease to qualify as a REIT because the value of our ownership interest in the Operating Partnership would exceed 5% of our assets and because we would be considered to hold more than 10% of the voting securities of another corporation.  Also, the imposition of a corporate tax on the Operating Partnership would reduce significantly the amount of cash available for distribution to its limited partners.  Finally, the classification of the Operating Partnership as a corporation would cause its limited partners to recognize gain (upon the event that causes the Operating Partnership to be classified as a corporation) at least equal to their “negative capital accounts” (and possibly more, depending upon the circumstances).

 

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Other Risks

 

The loss of members of key personnel could negatively affect the Company’s performance.

 

We depend on the efforts of our executive officers, particularly Edward J. Pettinella, the Company’s President and Chief Executive Officer.  If he resigned or otherwise ceased to be employed by the Company, operations could be adversely affected.  Mr. Pettinella has entered into an Employment Agreement with the Company.

 

The ability of our stockholders to effect a change of control is limited by certain provisions of our Articles of Incorporation as well as by Maryland law and our executive retention plan.

 

Our Articles Incorporation, as amended (the “Articles of Incorporation”), authorize the Board to issue up to a total of 80 million shares of common stock, 10 million shares of excess stock and 10 million shares of preferred stock and to establish the rights and preferences of any shares issued.  Further, under the Articles of Incorporation, the stockholders do not have cumulative voting rights.

 

In order for us to maintain our qualification as a REIT, not more than 50% in value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of its taxable year.  We have limited ownership of the issued and outstanding shares of common stock by any single stockholder to 8.0% of the aggregate value of our outstanding shares.

 

The percentage ownership limit described above, the issuance of preferred stock in the future and the absence of cumulative voting rights could have the effect of:  (i) delaying or preventing a change of control of us even if a change in control were in the stockholders’ interest; (ii) deterring tender offers for our common stock that may be beneficial to the stockholders; or (iii) limiting the opportunity for stockholders to receive a premium for their common stock that might otherwise exist if an investor attempted to assemble a block of our common stock in excess of the percentage ownership limit or otherwise to effect a change of control of us.

 

As a Maryland corporation, we are subject to the provisions of the Maryland General Corporation Law.  Maryland law imposes restrictions on some business combinations and requires compliance with statutory procedures before some mergers and acquisitions may occur, which may delay or prevent offers to acquire us or increase the difficulty of completing any offers, even if they are in our stockholders’ best interests.  In addition, other provisions of the Maryland General Corporation Law permit the Board of Directors to make elections and to take actions without stockholder approval (such as classifying our Board such that the entire Board is not up for re-election annually) that, if made or taken, could have the effect of discouraging or delaying a change in control.

 

Also, to assure that our management has appropriate incentives to focus on our business and properties in the face of a change of control situation, we have adopted an executive retention plan which provides some key employees with salary, bonus and some benefits continuation in the event of a change of control.

 

The future sale of shares under our At-The-Market offering may negatively impact our stock price.

 

Beginning in 2009, the Company made the necessary filings with the Securities and Exchange Commission to institute the sale of its common shares from time to time in “at the market offerings” or negotiated transactions (the “ATM”).  As of December 31, 2012, approximately 2.4 million shares remain available under the current filings relating to the ATM.  If authorized by its Board of Directors, the Company, in the future could affect additional filings to register additional common shares for sale under the ATM.  Sales of substantial amounts of shares of common stock in the public market or the perception that such sales might occur could adversely affect the market price of the common stock.

 

20



Table of Contents

 

Item 1B.  Unresolved Staff Comments

 

None.

 

Item 2.   Properties

 

As of December 31, 2012, the Properties consisted of 121 multifamily residential communities containing 42,635 apartment units.  In 2012, the Company acquired three communities with a total of 2,018 units in three transactions for total consideration of $298.2 million.  Also in 2012, the Company sold six communities in separate transactions with a total of 1,596 units for total consideration of $159.6 million.  In 2011, the Company acquired eight communities with a total of 2,817 units in eight transactions for total consideration of $500.7 million.

 

The Properties are generally located in established markets in suburban neighborhoods and are well maintained and well leased.  Average physical occupancy at the Properties was 94.9% for 2012.  “Physical occupancy” is defined as total possible rental income, net of vacancy, as a percentage of total possible rental income.  Total possible rental income is determined by valuing occupied units at contract rates and vacant units at market rents.  Average economic occupancy at the Properties was 94.0% for 2012.  “Economic occupancy” is defined as total possible rental income, net of vacancy and bad debt expense as a percentage of total possible rental income.  The Properties are typically two- and three-story garden style apartment buildings in landscaped settings and a majority are of brick or other masonry construction.  The Company believes that its strategic focus on appealing to middle income residents and the quality of the services it provides to such residents results in lower resident turnover.  Average turnover at the Properties was approximately 39% for 2012, which is significantly below the national average of approximately 52% for garden style apartments.

 

Resident leases are generally for a one year term.  Security deposits equal to one month’s rent or less are generally required.

 

Certain of the Properties collateralize mortgage loans.  See Schedule III contained herein (pages 100 to 102).

 

The table on the following pages illustrates certain of the important characteristics of the Properties as of December 31, 2012.

 

21



Table of Contents

 

Property Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

(3)

 

(3)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2011

 

Avg Mo

 

Avg Mo

 

12/31/2012

 

 

 

 

 

#

 

Age

 

 

 

Average

 

Resident

 

Average

 

Average

 

Rent Rate

 

Rent Rate

 

Total Cost

 

 

 

 

 

Of

 

In

 

Year

 

Apt Size

 

Turnover

 

Occupancy

 

Occupancy

 

per Apt

 

per Apt

 

(000)

 

Region

 

 

 

Apts

 

Years

 

Acq/Dev

 

(Sq Ft)

 

%

 

%

 

%

 

$

 

$

 

$

 

 

 

Core Communities (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FL - Southeast

 

The Hamptons

 

668

 

23

 

2004

 

945

 

45

%

95

%

95

%

$

1,007

 

$

979

 

$

74,418

 

FL - Southeast

 

Vinings at Hampton Village

 

168

 

23

 

2004

 

1,171

 

44

%

96

%

96

%

1,124

 

1,104

 

19,195

 

IL - Chicago

 

Blackhawk

 

371

 

51

 

2000

 

804

 

54

%

96

%

95

%

896

 

871

 

26,885

 

IL - Chicago

 

Courtyards Village

 

224

 

41

 

2001

 

765

 

46

%

97

%

98

%

892

 

843

 

19,300

 

IL - Chicago

 

Cypress Place

 

192

 

42

 

2000

 

840

 

33

%

97

%

97

%

1,008

 

944

 

16,648

 

IL - Chicago

 

Lakeview Townhomes

 

120

 

16

 

2010

 

1,080

 

47

%

94

%

94

%

1,228

 

1,153

 

16,741

 

IL - Chicago

 

The Colony

 

783

 

39

 

1999

 

716

 

43

%

97

%

97

%

897

 

867

 

60,393

 

IL - Chicago

 

The New Colonies

 

672

 

38

 

1998

 

674

 

59

%

95

%

96

%

773

 

756

 

39,005

 

MA - Boston

 

Gardencrest

 

695

 

64

 

2002

 

907

 

35

%

97

%

96

%

1,637

 

1,548

 

119,414

 

MA - Boston

 

Highland House

 

172

 

43

 

2006

 

709

 

33

%

97

%

96

%

1,244

 

1,170

 

21,183

 

MA - Boston

 

Liberty Commons

 

120

 

6

 

2006

 

1,075

 

49

%

96

%

97

%

1,310

 

1,267

 

14,929

 

MA - Boston

 

Liberty Place

 

107

 

24

 

2006

 

924

 

36

%

96

%

96

%

1,508

 

1,447

 

18,152

 

MA - Boston

 

Redbank Village

 

500

 

68

 

1998

 

752

 

43

%

97

%

96

%

941

 

906

 

31,669

 

MA - Boston

 

Stone Ends

 

280

 

33

 

2003

 

813

 

43

%

96

%

95

%

1,310

 

1,250

 

42,411

 

MA - Boston

 

The Heights at Marlborough

 

348

 

39

 

2006

 

898

 

43

%

95

%

94

%

1,250

 

1,187

 

59,603

 

MA - Boston

 

The Meadows at Marlborough

 

264

 

40

 

2006

 

822

 

39

%

95

%

95

%

1,202

 

1,147

 

41,549

 

MA - Boston

 

The Townhomes of Beverly

 

204

 

42

 

2007

 

973

 

39

%

96

%

96

%

1,544

 

1,485

 

42,111

 

MA - Boston

 

The Village at Marshfield

 

276

 

40

 

2004

 

766

 

39

%

96

%

96

%

1,202

 

1,158

 

40,498

 

MA - Boston

 

Westwoods

 

35

 

22

 

2007

 

832

 

26

%

97

%

97

%

1,310

 

1,232

 

4,654

 

MD - Baltimore

 

Annapolis Roads

 

282

 

37

 

2010

 

977

 

38

%

92

%

90

%

1,280

 

1,258

 

38,626

 

MD - Baltimore

 

Bonnie Ridge

 

960

 

46

 

1999

 

998

 

40

%

96

%

95

%

1,142

 

1,105

 

88,880

 

MD - Baltimore

 

Canterbury

 

618

 

34

 

1999

 

858

 

42

%

95

%

95

%

1,007

 

974

 

44,386

 

MD - Baltimore

 

Charleston Place

 

858

 

41

 

2010

 

817

 

33

%

96

%

97

%

1,178

 

1,130

 

115,801

 

MD - Baltimore

 

Country Village

 

344

 

41

 

1998

 

773

 

48

%

95

%

97

%

1,049

 

993

 

26,411

 

MD - Baltimore

 

Dunfield

 

312

 

25

 

2007

 

916

 

46

%

95

%

96

%

1,200

 

1,153

 

39,353

 

MD - Baltimore

 

Fox Hall

 

720

 

36

 

2007

 

826

 

40

%

92

%

92

%

895

 

870

 

78,116

 

MD - Baltimore

 

Gateway Village

 

132

 

23

 

1999

 

932

 

34

%

96

%

96

%

1,368

 

1,336

 

12,446

 

MD - Baltimore

 

Heritage Woods

 

164

 

39

 

2006

 

925

 

43

%

96

%

97

%

1,194

 

1,136

 

18,146

 

MD - Baltimore

 

Middlebrooke

 

208

 

38

 

2010

 

834

 

50

%

95

%

95

%

989

 

942

 

20,432

 

MD - Baltimore

 

Mill Towne Village

 

384

 

39

 

2001

 

804

 

42

%

96

%

94

%

924

 

904

 

32,894

 

MD - Baltimore

 

Morningside Heights

 

1,050

 

47

 

1998

 

865

 

38

%

92

%

93

%

929

 

896

 

75,085

 

MD - Baltimore

 

Owings Run

 

504

 

17

 

1999

 

1,064

 

43

%

95

%

96

%

1,269

 

1,242

 

51,165

 

MD - Baltimore

 

Ridgeview at Wakefield Valley

 

204

 

24

 

2005

 

972

 

53

%

96

%

95

%

1,221

 

1,208

 

25,109

 

MD - Baltimore

 

Saddle Brooke

 

468

 

39

 

2008

 

889

 

43

%

94

%

93

%

1,099

 

1,036

 

60,541

 

MD - Baltimore

 

Selford

 

102

 

25

 

1999

 

946

 

42

%

97

%

94

%

1,409

 

1,364

 

9,508

 

MD - Baltimore

 

The Coves at Chesapeake

 

469

 

30

 

2006

 

986

 

43

%

94

%

92

%

1,286

 

1,234

 

77,682

 

MD - Baltimore

 

The Greens at Columbia

 

168

 

26

 

2010

 

969

 

39

%

94

%

96

%

1,427

 

1,362

 

28,183

 

 

22



Table of Contents

 

Property Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

(3)

 

(3)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2011

 

Avg Mo

 

Avg Mo

 

12/31/2012

 

 

 

 

 

#

 

Age

 

 

 

Average

 

Resident

 

Average

 

Average

 

Rent Rate

 

Rent Rate

 

Total Cost

 

 

 

 

 

Of

 

In

 

Year

 

Apt Size

 

Turnover

 

Occupancy

 

Occupancy

 

per Apt

 

per Apt

 

(000)

 

Region

 

 

 

Apts

 

Years

 

Acq/Dev

 

(Sq Ft)

 

%

 

%

 

%

 

$

 

$

 

$

 

MD - Baltimore

 

Top Field

 

156

 

39

 

2006

 

1,132

 

37

%

95

%

97

%

1,315

 

1,270

 

23,056

 

MD - Baltimore

 

Village Square

 

370

 

44

 

1999

 

967

 

41

%

96

%

96

%

1,193

 

1,166

 

29,267

 

MD - Baltimore

 

Westbrooke

 

110

 

51

 

2010

 

651

 

42

%

95

%

95

%

862

 

823

 

7,967

 

NJ - Northern

 

Barrington Gardens

 

148

 

39

 

2005

 

837

 

45

%

97

%

97

%

1,286

 

1,198

 

14,219

 

NJ - Northern

 

Chatham Hill

 

308

 

45

 

2004

 

856

 

42

%

95

%

95

%

1,881

 

1,764

 

66,185

 

NJ - Northern

 

East Hill Gardens

 

33

 

54

 

1998

 

694

 

30

%

98

%

95

%

1,607

 

1,555

 

3,623

 

NJ - Northern

 

Hackensack Gardens

 

198

 

64

 

2005

 

552

 

35

%

98

%

98

%

1,176

 

1,119

 

20,611

 

NJ - Northern

 

Jacob Ford Village

 

270

 

64

 

2007

 

744

 

26

%

99

%

97

%

1,327

 

1,247

 

35,579

 

NJ - Northern

 

Lakeview

 

106

 

63

 

1998

 

575

 

36

%

97

%

96

%

1,431

 

1,380

 

10,458

 

NJ - Northern

 

Northwood

 

134

 

47

 

2004

 

850

 

28

%

97

%

97

%

1,387

 

1,339

 

20,480

 

NJ - Northern

 

Oak Manor

 

77

 

56

 

1998

 

1,006

 

26

%

98

%

95

%

1,890

 

1,797

 

9,321

 

NJ - Northern

 

Pleasant View

 

1,142

 

44

 

1998

 

738

 

37

%

96

%

96

%

1,190

 

1,151

 

92,459

 

NJ - Northern

 

Pleasure Bay

 

270

 

41

 

1998

 

803

 

43

%

97

%

95

%

1,081

 

1,041

 

20,653

 

NJ - Northern

 

Royal Gardens

 

550

 

44

 

1997

 

872

 

32

%

97

%

96

%

1,294

 

1,246

 

41,531

 

NJ - Northern

 

Wayne Village

 

275

 

47

 

1998

 

790

 

27

%

97

%

97

%

1,443

 

1,402

 

26,493

 

NJ - Northern

 

Windsor Realty

 

67

 

59

 

1998

 

622

 

51

%

95

%

97

%

1,324

 

1,287

 

6,712

 

NY - Long Island

 

Bayview/Colonial

 

160

 

45

 

2000

 

717

 

29

%

99

%

98

%

1,312

 

1,260

 

16,501

 

NY - Long Island

 

Cambridge Village

 

82

 

45

 

2002

 

725

 

33

%

98

%

98

%

1,873

 

1,789

 

8,846

 

NY - Long Island

 

Crescent Club

 

257

 

39

 

2010

 

876

 

28

%

96

%

97

%

1,345

 

1,275

 

36,096

 

NY - Long Island

 

Devonshire Hills

 

656

 

44

 

2001

 

767

 

39

%

97

%

97

%

1,641

 

1,584

 

126,360

 

NY - Long Island

 

Hawthorne Court

 

434

 

44

 

2002

 

759

 

34

%

97

%

97

%

1,478

 

1,439

 

57,497

 

NY - Long Island

 

Heritage Square

 

80

 

63

 

2002

 

696

 

40

%

98

%

98

%

1,837

 

1,744

 

10,486

 

NY - Long Island

 

Holiday Square

 

144

 

33

 

2002

 

575

 

21

%

99

%

96

%

1,269

 

1,223

 

13,322

 

NY - Long Island

 

Lake Grove

 

368

 

42

 

1997

 

775

 

38

%

96

%

96

%

1,503

 

1,442

 

41,339

 

NY - Long Island

 

Mid-Island Estates

 

232

 

47

 

1997

 

684

 

32

%

99

%

98

%

1,461

 

1,402

 

19,700

 

NY - Long Island

 

Sayville Commons

 

342

 

11

 

2005

 

1,012

 

19

%

97

%

97

%

1,629

 

1,590

 

67,838

 

NY - Long Island

 

South Bay Manor

 

61

 

52

 

2000

 

806

 

36

%

97

%

96

%

1,684

 

1,642

 

8,806

 

NY - Long Island

 

Southern Meadows

 

452

 

41

 

2001

 

813

 

33

%

96

%

96

%

1,464

 

1,411

 

56,289

 

NY - Long Island

 

Westwood Village

 

242

 

43

 

2002

 

917

 

34

%

97

%

96

%

2,484

 

2,384

 

45,861

 

NY - Long Island

 

Woodmont Village

 

97

 

44

 

2002

 

725

 

40

%

96

%

97

%

1,370

 

1,325

 

12,669

 

NY - Long Island

 

Yorkshire Village

 

40

 

43

 

2002

 

766

 

35

%

98

%

98

%

1,905

 

1,839

 

5,054

 

PA - Philadelphia

 

Castle Club

 

158

 

45

 

2000

 

814

 

41

%

94

%

94

%

1,013

 

978

 

17,360

 

PA - Philadelphia

 

Glen Manor

 

174

 

36

 

1997

 

642

 

38

%

95

%

96

%

821

 

813

 

10,334

 

PA - Philadelphia

 

Golf Club

 

399

 

43

 

2000

 

857

 

48

%

95

%

94

%

1,137

 

1,094

 

44,683

 

PA - Philadelphia

 

Hill Brook Place

 

274

 

44

 

1999

 

711

 

34

%

96

%

95

%

942

 

905

 

22,348

 

PA - Philadelphia

 

Home Properties of Bryn Mawr

 

316

 

61

 

2000

 

705

 

72

%

95

%

94

%

1,435

 

1,295

 

40,222

 

PA - Philadelphia

 

Home Properties of Devon

 

631

 

49

 

2000

 

913

 

40

%

94

%

94

%

1,233

 

1,148

 

81,516

 

PA - Philadelphia

 

New Orleans Park

 

442

 

41

 

1997

 

696

 

44

%

95

%

95

%

898

 

867

 

32,027

 

 

23



Table of Contents

 

 

Property Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

(3)

 

(3)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2011

 

Avg Mo

 

Avg Mo

 

12/31/2012

 

 

 

 

 

#

 

Age

 

 

 

Average

 

Resident

 

Average

 

Average

 

Rent Rate

 

Rent Rate

 

Total Cost

 

 

 

 

 

Of

 

In

 

Year

 

Apt Size

 

Turnover

 

Occupancy

 

Occupancy

 

per Apt

 

per Apt

 

(000)

 

Region

 

 

 

Apts

 

Years

 

Acq/Dev

 

(Sq Ft)

 

%

 

%

 

%

 

$

 

$

 

$

 

PA - Philadelphia

 

Racquet Club East

 

466

 

41

 

1998

 

910

 

37

%

95

%

95

%

1,113

 

1,061

 

43,439

 

PA - Philadelphia

 

Racquet Club South

 

103

 

43

 

1999

 

860

 

41

%

95

%

95

%

945

 

909

 

7,811

 

PA - Philadelphia

 

Ridley Brook

 

244

 

50

 

1999

 

796

 

37

%

96

%

94

%

967

 

939

 

17,511

 

PA - Philadelphia

 

Sherry Lake

 

298

 

47

 

1998

 

813

 

38

%

96

%

96

%

1,271

 

1,205

 

32,421

 

PA - Philadelphia

 

The Brooke at Peachtree Village

 

146

 

26

 

2005

 

1,261

 

30

%

97

%

96

%

1,186

 

1,138

 

21,331

 

PA - Philadelphia

 

The Landings

 

384

 

39

 

1996

 

912

 

37

%

96

%

96

%

1,068

 

1,012

 

34,772

 

PA - Philadelphia

 

Trexler Park

 

250

 

38

 

2000

 

919

 

47

%

95

%

95

%

1,118

 

1,065

 

27,231

 

PA - Philadelphia

 

Trexler Park West

 

216

 

4

 

2008

 

1,032

 

55

%

96

%

96

%

1,372

 

1,299

 

26,144

 

PA - Philadelphia

 

William Henry

 

363

 

41

 

2000

 

939

 

46

%

95

%

94

%

1,194

 

1,131

 

46,508

 

VA - Suburban DC

 

1200 East West

 

247

 

2

 

2010

 

839

 

29

%

96

%

96

%

1,885

 

1,747

 

84,598

 

VA - Suburban DC

 

Braddock Lee

 

255

 

57

 

1998

 

749

 

25

%

98

%

98

%

1,396

 

1,334

 

23,025

 

VA - Suburban DC

 

Cider Mill

 

864

 

34

 

2002

 

840

 

33

%

96

%

95

%

1,192

 

1,151

 

103,648

 

VA - Suburban DC

 

Cinnamon Run

 

511

 

52

 

2005

 

966

 

32

%

94

%

95

%

1,276

 

1,243

 

78,441

 

VA - Suburban DC

 

East Meadow

 

150

 

41

 

2000

 

943

 

36

%

97

%

98

%

1,415

 

1,354

 

18,333

 

VA - Suburban DC

 

Elmwood Terrace

 

504

 

39

 

2000

 

910

 

45

%

95

%

95

%

969

 

926

 

35,605

 

VA - Suburban DC

 

Falkland Chase

 

450

 

75

 

2003

 

760

 

40

%

96

%

96

%

1,440

 

1,402

 

69,362

 

VA - Suburban DC

 

Mount Vernon Square

 

1,387

 

38

 

2006

 

847

 

39

%

95

%

94

%

1,289

 

1,245

 

163,727

 

VA - Suburban DC

 

Park Shirlington

 

294

 

57

 

1998

 

840

 

27

%

97

%

97

%

1,380

 

1,320

 

25,539

 

VA - Suburban DC

 

Peppertree Farm

 

879

 

58

 

2005

 

1,020

 

29

%

94

%

93

%

1,245

 

1,211

 

120,511

 

VA - Suburban DC

 

Seminary Hill

 

296

 

52

 

1999

 

901

 

31

%

97

%

98

%

1,367

 

1,299

 

25,168

 

VA - Suburban DC

 

Seminary Towers

 

544

 

48

 

1999

 

911

 

35

%

96

%

96

%

1,440

 

1,361

 

51,028

 

VA - Suburban DC

 

Tamarron

 

132

 

25

 

1999

 

955

 

30

%

96

%

95

%

1,588

 

1,537

 

15,113

 

VA - Suburban DC

 

The Apts at Wellington Trace

 

240

 

10

 

2004

 

1,085

 

52

%

97

%

98

%

1,394

 

1,323

 

32,225

 

VA - Suburban DC

 

The Courts at Fair Oaks

 

364

 

22

 

2010

 

798

 

43

%

96

%

96

%

1,500

 

1,439

 

76,047

 

VA - Suburban DC

 

The Manor - MD

 

435

 

43

 

2001

 

908

 

28

%

96

%

95

%

1,321

 

1,282

 

52,033

 

VA - Suburban DC

 

The Manor - VA

 

198

 

38

 

1999

 

819

 

44

%

97

%

98

%

1,106

 

1,037

 

14,754

 

VA - Suburban DC

 

The Sycamores

 

185

 

34

 

2002

 

858

 

38

%

97

%

96

%

1,449

 

1,371

 

25,646

 

VA - Suburban DC

 

Village at Potomac Falls

 

247

 

13

 

2010

 

940

 

40

%

96

%

96

%

1,391

 

1,286

 

40,254

 

VA - Suburban DC

 

Virginia Village

 

344

 

45

 

2001

 

1,003

 

38

%

97

%

98

%

1,411

 

1,334

 

45,244

 

VA - Suburban DC

 

West Springfield

 

244

 

34

 

2002

 

957

 

39

%

96

%

97

%

1,556

 

1,475

 

41,691

 

VA - Suburban DC

 

Westchester West

 

345

 

40

 

2008

 

985

 

29

%

94

%

93

%

1,337

 

1,300

 

53,088

 

VA - Suburban DC

 

Woodleaf

 

228

 

27

 

2004

 

709

 

41

%

96

%

94

%

1,284

 

1,248

 

25,058

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Core Total/Weighted Avg

 

36,214

 

40

 

 

 

858

 

39

%

96

%

95

%

$

1,239

 

$

1,189

 

$

4,232,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopment Communities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VA - Suburban DC

 

Arbor Park of Alexandria

 

851

 

44

 

2000

 

1,038

 

50

%

80

%

87

%

$

1,462

 

$

1,345

 

$

118,744

 

 

24



Table of Contents

 

Property Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

 

(3)

 

(3)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2012

 

2011

 

Avg Mo

 

Avg Mo

 

12/31/2012

 

 

 

 

 

#

 

Age

 

 

 

Average

 

Resident

 

Average

 

Average

 

Rent Rate

 

Rent Rate

 

Total Cost

 

 

 

 

 

Of

 

In

 

Year

 

Apt Size

 

Turnover

 

Occupancy

 

Occupancy

 

per Apt

 

per Apt

 

(000)

 

Region

 

 

 

Apts

 

Years

 

Acq/Dev

 

(Sq Ft)

 

%

 

%

 

%

 

$

 

$

 

$

 

 

 

2011 Acquisition Communities (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IL - Chicago

 

The Gates of Deer Grove

 

204

 

38

 

2011

 

844

 

53

%

95

%

94

%

$

1,042

 

$

992

 

$

20,902

 

MA - Boston

 

The Commons at Haynes Farm

 

302

 

21

 

2011

 

881

 

40

%

96

%

94

%

1,288

 

1,222

 

43,853

 

MD - Baltimore

 

The Apts at Cambridge Court

 

544

 

13

 

2011

 

900

 

48

%

93

%

92

%

1,349

 

1,283

 

92,238

 

PA - Philadelphia

 

Waterview

 

203

 

44

 

2011

 

776

 

53

%

93

%

92

%

1,060

 

1,035

 

28,157

 

VA - Suburban DC

 

Hunters Glen

 

108

 

28

 

2011

 

822

 

44

%

96

%

96

%

976

 

909

 

8,005

 

VA - Suburban DC

 

Newport Village

 

937

 

44

 

2011

 

1,051

 

35

%

95

%

92

%

1,553

 

1,514

 

209,429

 

VA - Suburban DC

 

Somerset Park

 

108

 

6

 

2011

 

967

 

44

%

97

%

95

%

1,451

 

1,388

 

20,394

 

VA - Suburban DC

 

The Courts at Dulles

 

411

 

12

 

2011

 

991

 

47

%

95

%

94

%

1,544

 

1,482

 

93,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011 Total/Weighted Avg

 

2,817

 

26

 

 

 

948

 

43

%

94

%

93

%

$

1,385

 

$

1,333

 

$

516,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 Acquisition Communities (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MD - Baltimore

 

Howard Crossing

 

1,350

 

44

 

2012

 

805

 

42

%

91

%

n/a

 

$

1,098

 

n/a

 

$

187,425

 

VA - Suburban DC

 

The Manor East

 

164

 

48

 

2012

 

841

 

46

%

94

%

n/a

 

1,057

 

n/a

 

17,485

 

VA - Suburban DC

 

Woodway at Trinity Centre

 

504

 

15

 

2012

 

868

 

56

%

96

%

n/a

 

1,374

 

n/a

 

96,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 Construction Communities (6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VA - Suburban DC

 

Courts at Huntington Station

 

421

 

1

 

2011

 

996

 

29

%

88

%

n/a

 

$

1,994

 

n/a

 

$

121,893

 

VA - Suburban DC

 

The Apts at Cobblestone Square

 

314

 

 

2012

 

923

 

14

%

84

%

n/a

 

1,270

 

n/a

 

48,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012 Total/Weighted Avg

 

2,753

 

22

 

 

 

861

 

40

%

90

%

n/a

 

$

1,379

 

n/a

 

$

472,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Total/Weighted Avg

 

42,635

 

38

 

 

 

868

 

39

%

95

%

95

%

$

1,259

 

$

1,201

 

$

5,340,179

 

 


(1)         “Core Communities” represents the 36,214 apartment units owned consistently throughout 2012 and 2011.

(2)         “Resident Turnover” reflects, on an annual basis, the number of moveouts, divided by the total number of apartment units.

(3)         “Average % Occupancy” is the average physical occupancy for the years ended December 31, 2012 and 2011.

(4)  “Avg Mo Rent Rate per Apt” takes into account resident concessions.

(5)         For communities acquired during 2012 and 2011, “Average % Occupancy” is the average physical occupancy from the date of acquisition.

(6)         Courts at Huntington Station construction was completed in 2011 and The Apts at Cobblestone Square was completed in 2012.

 

25



Table of Contents

 

Property Development

 

The Company has the ability to develop new market-rate communities.  It plans to engage in limited development activity only in markets in which it is currently doing business in order to add net asset value and supplement future earnings and growth.  It expects to develop new apartment communities on entitled land and on land adjacent to existing Properties, as well as to increase the density of units at some communities currently owned.

 

Completed developments

 

·                  During 2012, the Company completed construction at The Apartments at Cobblestone Square located in Fredericksburg, Virginia, consisting of eight, four-story buildings and a refurbished rail depot, for a total of 314 apartment units.  The total cost for this community was $48.6 million.  Initial occupancy commenced in the fourth quarter of 2011 and stabilization was achieved as of September 2012.

 

Current construction projects

 

·                  Eleven55 Ripley, a 379 unit high rise development consisting of two buildings, a 21 story high-rise and a 5 story mid-rise, is located in Silver Spring, Maryland.  Construction commenced in the fourth quarter of 2011, and is expected to continue through 2014 with initial occupancy in the third quarter of 2013 for a total projected cost of $111 million.

 

·                  The Courts at Spring Mill Station, a 385 unit development consisting of two buildings, being built in a combination donut/podium style, is located in Conshohocken, Pennsylvania.  Construction commenced in the second quarter of 2012, and is expected to continue through 2014 with initial occupancy in the first quarter of 2014.  The total projected cost for this development is $89 million.

 

Redevelopment

 

·                  The Company has one project under redevelopment.  Arbor Park, located in Alexandria, Virginia, has 851 garden apartments in fifty-two buildings built in 1967.  The Company plans to extensively renovate all of the units over several years on a building by building basis.  As of December 31, 2012, there were five buildings with 90 units under renovation and twenty-six buildings with 391 units completed and 290 units occupied.  As of December 31, 2012, rents in the renovated units were averaging $1,742 compared to $1,397 for the existing non-renovated units.  As of December 31, 2012, the Company has incurred costs of $14 million for the renovation which is included in buildings, improvements and equipment.  The entire project is expected to be completed in 2014 for a projected cost of $30 million.

 

Pre-redevelopment

 

·                  Falkland Chase, located in Silver Spring, Maryland, currently has 450 garden apartments constructed between 1936 and 1939.  The Company has obtained the necessary approvals to redevelop the North parcel which will allow for an increase of units from 182 to approximately 1,185 units.  Active construction for this project has not commenced.

 

26



Table of Contents

 

Supplemental Property Information

 

At December 31, 2012, none of the Company’s properties have an individual net book value equal to or greater than 10% of the total assets of the Company or would have accounted for 10% or more of the Company’s aggregate gross revenues for 2012.  There is no resident who has one or more leases which, in the aggregate, account for more than 10% of the aggregate gross revenues for 2012.

 

Item 3.   Legal Proceedings

 

The Company is subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance.  Various claims of employment and resident discrimination are also periodically brought.  While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

 

Item 4.  Mine Safety Disclosures

 

Not applicable.

 

27



Table of Contents

 

PART II

 

Item 5.         Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information, Holders and Dividends

 

The common stock has been traded on the NYSE under the symbol “HME” since July 28, 1994.  The following table sets forth for the previous two years the quarterly high and low sales prices per share reported on the NYSE, as well as all dividends paid with respect to the common stock.

 

 

 

High

 

Low

 

Dividends

 

2012

 

 

 

 

 

 

 

 

 

 

Fourth Quarter

 

$

63.00

 

$

56.85

 

$

0.66

 

Third Quarter

 

$

66.98

 

$

60.93

 

$

0.66

 

Second Quarter

 

$

64.20

 

$

58.35

 

$

0.66

 

First Quarter

 

$

61.25

 

$

54.42

 

$

0.66

 

 

 

 

 

 

 

 

 

2011

 

 

 

 

 

 

 

Fourth Quarter

 

$

61.00

 

$

52.11

 

$

0.62

 

Third Quarter

 

$

67.27

 

$

53.89

 

$

0.62

 

Second Quarter

 

$

63.72

 

$

58.51

 

$

0.62

 

First Quarter

 

$

59.00

 

$

52.57

 

$

0.62

 

 

As of February 14, 2013, the Company had approximately 2,915 shareholders of record; 51,535,219 common shares (plus 10,433,628 UPREIT Units convertible into 10,433,628 common shares) were outstanding, and the closing price of the Company’s common stock on the NYSE was $61.88.  It is the Company’s policy to pay dividends.  The Company has historically paid dividends on a quarterly basis in the months of February or March, May, August and November.

 

On February 2, 2013, the Board declared a dividend of $0.70 per share for the quarter ended December 31, 2012.  The dividend is payable February 26, 2013 to shareholders of record on February 14, 2013.

 

28



Table of Contents

 

Performance Graph

 

The following graph compares the cumulative return on the Company’s common stock during the five year period ended December 31, 2012 to the cumulative return of the NAREIT All Equity REIT Index (“NAREIT Equity”) and the Standard and Poor’s 500 Index (“S&P 500”) for the same period.  Management believes that the NAREIT Equity is an appropriate industry index and the S&P 500 is a broad equity market index for purposes of this graph.  The total return on the Company’s common stock assumes that dividends were reinvested quarterly at the same price as provided under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan.  All comparisons are based on a $100.00 investment on December 31, 2007 and the reinvestment of all dividends during the comparison period.  Data for the NAREIT Equity and S&P 500 were provided to the Company by NAREIT.  Stockholders should note that past performance does not predict future results.

 

GRAPHIC

 

 

 

12/31/2007

 

12/31/2008

 

12/31/2009

 

12/31/2010

 

12/31/2011

 

12/31/2012

 

 HME

 

$

100.00

 

$

95.83

 

$

121.85

 

$

148.55

 

$

160.78

 

$

178.75

 

 NAREIT Equity

 

$

100.00

 

$

62.27

 

$

79.70

 

$

101.98

 

$

110.42

 

$

132.18

 

 S&P 500

 

$

100.00

 

$

63.00

 

$

79.68

 

$

91.68

 

$

93.61

 

$

108.59

 

 

Certain of our filings with the SEC may “incorporate information by reference” future filings, including this Form 10-K.  Unless we specifically state otherwise, this Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

29



Table of Contents

 

Issuer Purchases of Equity Securities

 

The Company has a stock repurchase program, approved by its Board of Directors (the “Board”), under which it may repurchase shares of its common stock or UPREIT Units (the “Company Program”).  The shares and units may be repurchased through open market or privately negotiated transactions at the discretion of Company management.  The Board’s action did not establish a specific target stock price or a specific timetable for share repurchase.  At December 31, 2012, the Company had authorization to repurchase 2,291,160 shares of common stock and UPREIT Units under the Company Program.  During the three months ended December 31, 2012, the Company did not repurchase any shares under the Company Program.  The last year where the Company repurchased any shares under that program was 2008.

 

Participants in the Company’s Stock Benefit Plan can use common stock of the Company that they already own to pay: 1) all or a portion of the exercise price payable to the Company upon the exercise of an option; and, 2) the taxes associated with option exercises and the vesting of restricted stock awards.  In such event, the common stock used to pay the exercise price or taxes is returned to authorized but unissued status, and for purposes of this table is deemed to have been repurchased by the Company, but does not represent repurchases under the Company Program.

 

The following table summarizes the total number of shares (units) repurchased by the Company during the quarter ended December 31, 2012:

 

 

 

Total

 

Average

 

Maximum shares/units

 

 

 

shares/units

 

price per

 

available under the

 

Period

 

Purchased (1)

 

share/unit

 

Company Program

 

Balance October 1, 2012:

 

 

 

 

 

2,291,160

 

October 2012

 

 

$

 

2,291,160

 

November 2012

 

 

 

2,291,160

 

December 2012

 

977

 

59.70

 

2,291,160

 

Balance December 31, 2012:

 

977

 

$

59.70

 

2,291,160

 

 


(1)         The Company repurchased 977 shares of common stock through share repurchases by the transfer agent in the open market in connection with the Company’s 401(k) Savings Plan employee deferral and Company matching elections.

 

30



Table of Contents

 

Item 6.   Selected Financial Data

 

The following table sets forth selected financial and operating data on a historical basis for the Company and should be read in conjunction with the financial statements appearing in this Form 10-K (amounts in thousands, except share, per share and unit data).

 

 

 

2012

 

2011

 

2010

 

2009

 

2008

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

591,933

 

$

515,780

 

$

457,819

 

$

441,645

 

$

431,849

 

Other income (1)

 

52,415

 

45,776

 

40,970

 

39,705

 

40,122

 

Total revenues

 

644,348

 

561,556

 

498,789

 

481,350

 

471,971

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

235,040

 

217,069

 

203,421

 

199,881

 

196,338

 

General and administrative

 

34,174

 

29,145

 

25,138

 

24,476

 

25,489

 

Interest

 

125,809

 

127,618

 

120,652

 

118,052

 

114,481

 

Depreciation and amortization

 

165,642

 

140,713

 

122,772

 

114,725

 

106,540

 

Other expenses (2)

 

2,741

 

3,225

 

2,871

 

 

 

Total expenses

 

563,406

 

517,770

 

474,854

 

457,134

 

442,848

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations before gain on early extinguishment of debt

 

80,942

 

43,786

 

23,935

 

24,216

 

29,123

 

Gain on early extinguishment of debt

 

 

 

 

 

11,304

 

Income from continuing operations

 

80,942

 

43,786

 

23,935

 

24,216

 

40,427

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

2,148

 

3,878

 

2,396

 

(1,452

)

1,218

 

Gain (loss) on disposition of property

 

80,532

 

 

(13

)

24,314

 

51,560

 

Discontinued operations

 

82,680

 

3,878

 

2,383

 

22,862

 

52,778

 

Net income

 

163,622

 

47,664

 

26,318

 

47,078

 

93,205

 

Net income attributable to noncontrolling interest

 

(28,320

)

(9,808

)

(6,237

)

(12,659

)

(27,124

)

Net income attributable to common stockholders

 

$

135,302

 

$

37,856

 

$

20,081

 

$

34,419

 

$

66,081

 

Basic earnings per share data:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.34

 

$

0.83

 

$

0.50

 

$

0.53

 

$

0.90

 

Discontinued operations

 

1.38

 

0.07

 

0.05

 

0.51

 

1.17

 

Net income attributable to common stockholders

 

$

2.72

 

$

0.90

 

$

0.55

 

$

1.04

 

$

2.07

 

Diluted earnings per share data:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.33

 

$

0.82

 

$

0.49

 

$

0.53

 

$

0.88

 

Discontinued operations

 

1.36

 

0.07

 

0.05

 

0.51

 

1.16

 

Net income attributable to common stockholders

 

$

2.69

 

$

0.89

 

$

0.54

 

$

1.04

 

$

2.04

 

Cash dividends declared per common share

 

$

2.64

 

$

2.48

 

$

2.32

 

$

2.68

 

$

2.65

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

Real estate, before accumulated depreciation

 

$

5,455,226

 

$

5,042,324

 

$

4,377,730

 

$

3,915,979

 

$

3,872,390

 

Total assets

 

4,451,492

 

4,153,206

 

3,634,703

 

3,268,034

 

3,317,094

 

Total debt

 

2,777,527

 

2,663,336

 

2,618,932

 

2,302,281

 

2,317,500

 

Common stockholders’ equity

 

1,320,968

 

1,153,668

 

720,893

 

661,112

 

650,778

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

267,580

 

$

197,705

 

$

160,019

 

$

149,624

 

$

160,081

 

Net cash used in investing activities

 

(366,003

)

(664,343

)

(334,539

)

(47,565

)

(80,584

)

Net cash provided by (used in) financing activities

 

111,218

 

464,153

 

176,493

 

(99,817

)

(79,039

)

Funds From Operations — Diluted, as adjusted by the Company (3)

 

251,658

 

189,723

 

151,134

 

146,171

 

161,318

 

Weighted average number of shares/units outstanding:

 

 

 

 

 

 

 

 

 

 

 

Shares — Basic

 

49,744,636

 

41,860,139

 

36,682,191

 

33,040,839

 

31,991,817

 

Shares — Diluted

 

50,382,636

 

42,545,082

 

37,169,886

 

33,172,116

 

32,332,688

 

Shares/units — Basic

 

60,364,689

 

52,926,968

 

48,201,751

 

45,274,376

 

45,200,405

 

Shares/units — Diluted

 

61,002,689

 

53,611,911

 

48,689,446

 

45,405,653

 

45,541,276

 

Total communities owned at end of year

 

121

 

124

 

116

 

105

 

110

 

Total apartment units owned at end of year

 

42,635

 

41,951

 

38,861

 

35,797

 

37,130

 

 

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Table of Contents

 


(1)   Other income includes property other income and corporate other income.

 

(2)   Other expenses are comprised of acquisition related costs for closed deals that until 2009 were capitalized under authoritative guidance.

 

(3)   Pursuant to the updated guidance for Funds From Operations (“FFO”) provided by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), FFO is defined as net income (computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”)) excluding gains or losses from sales of property, impairment write-downs of depreciable real estate, noncontrolling interest, extraordinary items and cumulative effect of change in accounting principle plus depreciation from real property including adjustments for unconsolidated partnerships and joint ventures less dividends from non-convertible preferred shares.  Because of the limitations of the FFO definition as published by NAREIT as set forth above, the Company has made certain interpretations in applying the definition.  The Company believes all adjustments not specifically provided for are consistent with the definition.

 

In addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO after a specific and defined supplemental adjustment to exclude losses from early extinguishments of debt associated with the sales of real estate (“FFO as adjusted”).  The adjustment to exclude losses from early extinguishments of debt results when the sale of real estate encumbered by debt requires us to pay the extinguishment costs prior to the debt’s stated maturity and to write-off unamortized loan costs at the date of the extinguishment.  Such costs are excluded from the gains on sales of real estate reported in accordance with GAAP.  However, we view the losses from early extinguishments of debt associated with the sales of real estate as an incremental cost of the sale transactions because we extinguished the debt in connection with the consummation of the sale transactions and we had no intent to extinguish the debt absent such transactions.  We believe that this supplemental adjustment more appropriately reflects the results of our operations exclusive of the impact of our sale transactions.

 

Although our FFO as adjusted clearly differs from NAREIT’s definition of FFO, and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental measure of our operating performance because we believe that, by excluding the effects of the losses from early extinguishments of debt associated with the sales of real estate, management and investors are presented with an indicator of our operating performance that more closely achieves the objectives of the real estate industry in presenting FFO.

 

Neither FFO, nor FFO as adjusted, should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance.  Neither FFO, nor FFO as adjusted, represents cash generated from operating activities determined in accordance with GAAP, and neither is a measure of liquidity or an indicator of our ability to make cash distributions.  We believe that to further understand our performance, FFO, and FFO as adjusted, should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

 

FFO, and FFO as adjusted, fall within the definition of “non-GAAP financial measure” set forth in Item 10(e) of Regulation S-K and as a result the Company is required to include in this report a statement disclosing the reasons why management believes that presentation of this measure provides useful information to investors.  Management believes that in order to facilitate a clear understanding of the combined historical operating results of the Company, FFO, and FFO as adjusted, should be considered in conjunction with net income as presented in the consolidated financial statements included herein.  Management believes that by excluding gains or losses related to dispositions of property and excluding real estate depreciation (which can vary among owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO, and FFO as adjusted, can help one compare the operating performance of a company’s real estate between periods or as compared to different companies.  In addition, FFO as adjusted ties the losses on early extinguishment of debt to the real estate which was sold triggering the extinguishment.  The Company also uses these measures to compare its performance to that of its peer group.

 

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Table of Contents

 

(3) (continued)

 

The following table sets forth the calculation of FFO, and FFO as adjusted, for the previous five years, beginning with “net income attributable to common stockholders” from the Company’s audited financial statements prepared in accordance with GAAP (in thousands, except per share/unit data):

 

 

 

2012

 

2011

 

2010

 

2009

 

2008(a)

 

Net income attributable to common stockholders

 

$

135,302

 

$

37,856

 

$

20,081

 

$

34,419

 

$

66,081

 

Real property depreciation and amortization

 

166,411

 

142,059

 

124,803

 

118,480

 

114,260

 

Real property impairment charges

 

 

 

 

 

4,000

 

Noncontrolling interest

 

28,320

 

9,808

 

6,237

 

12,659

 

27,124

 

Loss (gain) on disposition of property

 

(80,532

)

 

13

 

(24,314

)

(51,560

)

FFO — Basic and Diluted, as defined by NAREIT

 

249,501

 

189,723

 

151,134

 

141,244

 

159,905

 

Loss from early extinguishment of debt in connection with sale of real estate

 

2,157

 

 

 

4,927

 

1,413

 

FFO — Basic and Diluted, as adjusted by the Company

 

$

251,658

 

$

189,723

 

$

151,134

 

$

146,171

 

$

161,318

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares/units outstanding(b):

 

 

 

 

 

 

 

 

 

 

 

Basic

 

60,364.7

 

52,927.0

 

48,201.8

 

45,274.4

 

45,200.4

 

Diluted

 

61,002.7

 

53,611.9

 

48,689.4

 

45,405.7

 

45,541.3

 

FFO — Diluted, as adjusted by the Company per share/unit

 

$

4.13

 

$

3.54

 

$

3.10

 

$

3.22

 

$

3.54

 

 


(a)         FFO, and FFO as adjusted, for the year ended December 31, 2008 were revised from previously reported amounts to exclude impairment of depreciable real estate assets in accordance with NAREIT SFO Alert dated October 31, 2011.

 

(b)         Basic includes common stock outstanding plus UPREIT Units which can be converted into shares of common stock.  Diluted includes additional common stock equivalents.

 

All REITs may not be using the same definition for FFO.  Accordingly, the above presentation may not be comparable to other similarly titled measures of FFO of other REITs.

 

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Table of Contents

 

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to facilitate an understanding of the Company’s business and results of operations.  It should be read in conjunction with the Consolidated Financial Statements, the accompanying Notes to Consolidated Financial Statements and the selected financial data included in this Form 10-K.  This Form 10-K, including the following discussion, contains forward-looking statements regarding future events or trends as described more fully under “Forward-Looking Statements” on page 56.  Actual results could differ materially from those projected in such statements as a result of the risk factors described in Item 1A, “Risk Factors,” of this Form 10-K.

 

The Company is engaged in the ownership, management, acquisition, rehabilitation and development of residential apartment communities primarily in selected Northeast and Mid-Atlantic markets of the United States.  As of December 31, 2012, the Company owned and operated 121 apartment communities with 42,635 apartments.

 

Executive Summary

 

The Company operated during 2012 in a recovering economic environment, where the Company’s markets and the country as a whole experienced job growth of 1.1% and 1.4%, respectively.  This is slightly more than the job growth in the Company’s markets of 0.7% in 2011.  An increase in job growth leads to household formations, which creates an increase in demand for rental housing.  In addition, the credit crisis of the past recession has made it more difficult for apartment residents who may have considered purchasing a home to qualify for a mortgage.  After years of home ownership being the number one reason our residents gave for moving out of our apartment communities, it dropped starting in 2007, such that it is the number five reason in 2012.  The combination of steady job growth and reduced flexibility for residents to purchase homes has created an environment supporting higher rental income growth and occupancy rates.

 

The Company owned 107 communities with 36,214 apartment units throughout 2011 and 2012 where comparable operating results are available for the years presented (the “2012 Core Properties”).  Physical occupancies at the 2012 Core Properties increased slightly, by 10 basis points, from 95.5% to 95.6%.  Including bad debt in the calculation to arrive at “economic occupancy”, this metric increased by 30 basis points to 94.6% for 2012 from 94.3% in 2011.  The level of bad debt improved to 101 basis points in 2012 compared to 117 basis points in 2011.  For 2013, we are projecting bad debt to be approximately 90 basis points of rent potential.

 

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Table of Contents

 

Executive Summary (continued)

 

The Company uses a measurement referred to as Available to Rent, or “ATR”.  This is a leading indicator of future occupancy rates and refers to units which will be available for rent, based upon leases signed or termination notices received relating to future move in/move out dates.  As of the end of the first week of February, 2013, our ATR was 6.2%, lower than the same time period a year ago when ATR was 6.7%.  Average physical occupancy for the quarter ended December 31, 2012 was at a high level of occupancy at 95.5%, with a continuation of low resident turnover of 38.9%, only 50 basis points higher than 2011.    For 2013, we are projecting physical occupancy to be 30 basis points higher than 2012, as a result of a slightly less aggressive approach to rent increases combined with the continuation of limited alternatives for our residents.

 

Total 2012 Core Properties rental revenue growth for 2012 was projected to be 4.6%, consisting of an increase of 4.7% in rental rate growth with economic occupancy to decrease 0.1%.  Actual results were positive 4.2% in rental rate growth and 0.3% increase in economic occupancy, resulting in 4.6% total rental revenue growth, or equal to guidance.

 

The guidance for 2013 Core Properties (apartment units owned throughout 2012 and 2013, the “2013 Core Properties”) total revenue growth is 4.0% at the midpoint of guidance.  Rental rates are projected to increase 3.8%, including above-average rental increases at certain communities resulting from continued efforts to upgrade the properties.  Economic occupancies are expected to increase 0.4% for the year, such that rental revenues are projected to increase 4.3%.  Property other income is expected to decrease slightly at 0.3% year over year, decreasing the 4.3% rental revenue increase to 4.0% total revenue growth.  Expenses for 2013 Core Properties are projected to increase 3.5% at the midpoint of guidance.  The Company has experienced four straight years of negative expense growth which will be very difficult to duplicate in 2013.  Some of the line items where we expect above average increases include: natural gas heating costs up 4.3%; personnel costs (specifically from health care) up 4.8%; real estate taxes up 4.7%; property insurance up over 18%; and snow removal up more than double.  The Company’s markets experienced extreme mild winters in 2012 which are not expected to repeat in 2013.  This affects heating costs, snow removal, personnel costs and insurance.

 

These revenue and expense projections result in 2013 Core Properties NOI growth of 4.0% at the mid-point of 2013 guidance.  Markets where the Company expects NOI results above the average include: Washington 5.5%, Philadelphia 5.3% and Boston 4.5%.  Markets with below average expectations include:  Florida 3.5%, Baltimore 3.1%, New York City Metro area 1.4% and Chicago 0.3%.  Certain historical demographic information for these markets may be found in the tables on pages 10 and 11 of this report.

 

Of the two items comprising NOI, revenue and operating expenses, the operating expense component is likely to be more volatile.  It is difficult to predict the weather, which can have a significant effect, and there is growing concern about real estate tax rates.

 

The Company has anticipated acquisitions in the range of $200 million to $300 million in its budget for 2013.  The Company is committed to a disciplined approach to acquisitions, and following two very successful years in acquisitions we will be prudent in underwriting.  If cap rates stabilize, interest rates continue to be historically low, and NOI growth rates improve, we may take a more aggressive approach.  The Company expects to dispose of between $200 million and $300 million of properties for 2013.   After many years of being a net acquirer, for 2013 the Company is looking to create a better balance, with an equal range targeted of acquisitions and dispositions.  Property sale proceeds add another significant source of capital, reducing reliance on debt and equity sources.

 

During 2013, the Company will target leverage in a range from 40% to 42% of debt-to-total market capitalization (calculated using the stock price to estimate equity value) in order to meet the goals described above.  This level is the same to slightly less than at the end of 2012.

 

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Table of Contents

 

Results of Operations (dollars in thousands, except unit and per unit data)

 

Comparison of year ended December 31, 2012 to year ended December 31, 2011.

 

The Company owned 107 communities with 36,214 apartment units throughout 2011 and 2012 where comparable operating results are available for the years presented (the “2012 Core Properties”).  For the year ended December 31, 2012, the 2012 Core Properties showed an increase in total revenues of 4.5% and a net operating income increase of 8.1% over the 2011 period.  Property level operating expenses decreased 1.1%.  Average physical occupancy for the 2012 Core Properties was 95.6%, up from 95.5% in 2011, with average monthly rental rates of $1,239 per apartment unit, an increase of 4.2% over the 2011 period.

 

A summary of the 2012 Core Properties NOI is as follows:

 

 

 

2012

 

2011

 

$ Variance

 

% Variance

 

Rent

 

$

509,476

 

$

487,214

 

$

22,262

 

4.6

%

Utility recovery revenue

 

20,471

 

20,753

 

(282

)

(1.4

)%

Rent including recoveries

 

529,947

 

507,967

 

21,980

 

4.3

%

Other income

 

24,482

 

22,355

 

2,127

 

9.5

%

Total revenue

 

554,429

 

530,322

 

24,107

 

4.5

%

Operating and maintenance

 

(202,819

)

(205,128

)

2,309

 

1.1

%

Net operating income

 

$

351,610

 

$

325,194

 

$

26,416

 

8.1

%

 

Net operating income (“NOI”) may fall within the definition of “non-GAAP financial measure” set forth in Item 10(e) of Regulation S-K and, as a result, the Company may be required to include in this report a statement disclosing the reasons why management believes that presentation of this measure provides useful information to investors.  The Company believes that NOI is helpful to investors as a supplemental measure of the operating performance of a real estate company because it is a direct measure of the actual operating results of the Company’s apartment communities.  In addition, the apartment communities are valued and sold in the market by using a multiple of NOI.  The Company also uses this measure to compare its performance to that of its peer group.  For a reconciliation of NOI to income from continuing operations, please refer to Note 15 to Consolidated Financial Statements, under Part IV, Item 15 of this Form 10-K.

 

During 2012, the Company acquired three apartment communities with 2,018 units and placed into service another 263 units at two development communities (the “2012 Acquisition Communities”).  In addition, the Company experienced full year results for the eight apartment communities with 2,817 units acquired and 472 units placed into service at two development communities during 2011 (the “2011 Acquisition Communities”).  The Company has one property with 851 units undergoing significant renovations beginning in 2011 such that the operating results are not comparable to 2012 due to units being taken out of service during the redevelopment period (the “Redevelopment Property”).  The inclusion of these acquired and developed communities generally accounted for the significant changes in operating results for the year ended December 31, 2012.

 

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Table of Contents

 

Results of Operations (continued)

 

A summary of the NOI from continuing operations for the Company as a whole is as follows:

 

 

 

2012

 

2011

 

$ Variance

 

% Variance

 

Rent

 

$

591,933

 

$

515,780

 

$

76,153

 

14.8

%

Utility recovery revenue

 

23,983

 

21,865

 

2,118

 

9.7

%

Rent including recoveries

 

615,916

 

537,645

 

78,271

 

14.6

%

Other income

 

28,122

 

23,756

 

4,366

 

18.4

%

Total revenue

 

644,038

 

561,401

 

82,637

 

14.7

%

Operating and maintenance

 

(235,040

)

(217,069

)

(17,971

)

(8.3

)%

Net operating income

 

$

408,998

 

$

344,332

 

$

64,666

 

18.8

%

 

During 2012, the Company disposed of six properties in six transactions with a total of 1,596 units, which had partial results for 2012 and full year results for 2011 (the “2012 Disposed Communities”).  The results of these disposed properties have been reflected in discontinued operations and are not included in the tables above.

 

For the year ended December 31, 2012, income from continuing operations increased by $37,156 when compared to the year ended December 31, 2011.  The increase was primarily attributable to the following factors:  an increase in rental income of $76,153, an increase in property other income of $6,484, a decrease in interest expense of $1,809, and a decrease in other expenses of $484.  These changes were partially offset by increases in operating and maintenance expense of $17,971, general and administrative expense of $5,029, and depreciation and amortization of $24,929.  Each of the items are described in more detail below.

 

Of the $76,153 increase in rental income, $32,721 is attributable to the 2011 Acquisition Communities, $21,043 is attributable to the 2012 Acquisition Communities and $127 is attributable to the Redevelopment Property.  The balance, an increase of $22,262, relates to a 4.6% increase from the 2012 Core Properties as the result of a 0.3% increase in economic occupancy from 94.3% to 94.6% and a 4.2% increase in weighted average rental rates from $1,189 to $1,239 per apartment unit.

 

Of the $2,118 increase in utility recovery revenue, $1,898 is attributable to the 2011 Acquisition Communities, $548 is attributable to the 2012 Acquisition Communities, partially offset by a $46 reduction for the Redevelopment Property.  The balance, a decrease of $282, relates to a 1.4% decrease from the 2012 Core Properties which is due primarily to warmer than normal temperatures in 2012 compared to cooler temperatures in the spring of 2011, leading to decreased energy consumption and lower heat billed through to residents, partially offset by increases in water & sewer cost increases, also billed to residents.

 

The remaining property other income, which consists primarily of income from operation of laundry facilities, late charges, administrative fees, garage and carport rentals, revenue from corporate apartments, cable revenue, pet charges, and miscellaneous charges to residents, increased by $4,366.  Of this increase, $1,325 is attributable to the 2011 Acquisition Communities, $927 is attributable to the 2012 Acquisition Communities and $2,127 is attributable to the 2012 Core Properties resulting primarily from an increase of $1,195 in cable revenue as a result of enhanced contracts with cable providers which offer services in addition to the basic cable offering in 2011.  The remaining Core Properties increase of $932 primarily relates to a higher level of pet fee income, facility rental income, lower bad debt expense and incentive rebates.  These increases were offset by a $13 reduction for the Redevelopment Property.

 

Of the $17,971 increase in operating and maintenance expenses, $12,905 is attributable to the 2011 Acquisition Communities, $7,499 is attributable to the 2012 Acquisition Communities, partially offset by a $124 decrease for the Redevelopment Property.  The balance for the 2012 Core Properties, a $2,309 decrease in operating expenses or 1.1%, is primarily a result of decreases in electricity, natural gas heating costs, repairs & maintenance, personnel expense, snow removal and property management G&A.  These decreases were partially offset by increases in water & sewer costs, property insurance and real estate taxes.

 

37



Table of Contents

 

Results of Operations (continued)

 

The breakdown of operating and maintenance costs for the 2012 Core Properties by line item is listed below:

 

 

 

2012

 

2011

 

$ Variance

 

% Variance

 

Electricity

 

$

7,142

 

$

7,720

 

$

578

 

7.5

%

Gas

 

13,465

 

15,780

 

2,315

 

14.7

%

Water & sewer

 

17,000

 

16,473

 

(527

)

(3.2

)%

Repairs & maintenance

 

30,450

 

31,009

 

559

 

1.8

%

Personnel expense

 

46,295

 

47,177

 

882

 

1.9

%

Advertising

 

4,373

 

4,276

 

(97

)

(2.3

)%

Legal & professional

 

2,002

 

1,866

 

(136

)

(7.3

)%

Office & telephone

 

6,042

 

5,720

 

(322

)

(5.6

)%

Property insurance

 

6,340

 

5,024

 

(1,316

)

(26.2

)%

Real estate taxes

 

51,377

 

49,677

 

(1,700

)

(3.4

)%

Snow

 

378

 

1,537

 

1,159

 

75.4

%

Trash

 

3,023

 

3,078

 

55

 

1.8

%

Property management G&A

 

14,932

 

15,791

 

859

 

5.4

%

Total

 

$

202,819

 

$

205,128

 

$

2,309

 

1.1

%

 

Electricity costs were down $578, or 7.5%, from a year ago primarily as a result of reduced commodity rates and energy conservation efforts.

 

Natural gas heating costs were down $2,315, or 14.7%, from a year ago due to a combination of lower commodity rates and decreased consumption resulting from a significantly warmer spring heating season in 2012 as compared to 2011.  For 2012, the Company’s natural gas weighted average cost, including transportation of $3.00 per decatherm, was $8.34 per decatherm, compared to $8.90 per decatherm for the 2011 period, a 6.3% decrease.

 

As of the middle of January, 2013, the Company has fixed-price contracts covering 99.5% of its natural gas exposure for the balance of the 2012/2013 heating season.  Risk is further diversified by staggering contract term expirations.  For the balance of the 2012/2013 heating season, the Company estimates the average price per decatherm will be approximately $5.05, excluding transportation, which has historically approximated $3.00 per decatherm.  For the 2013/2014 heating season, the Company has fixed-priced contracts covering approximately 99.1% of its natural gas exposure for an estimated weighted average cost for fixed and floating rate contracts of $4.68 per decatherm, excluding transportation.

 

Water & sewer costs were up $527, or 3.2%, from a year ago and are attributable to general rate increases being assessed by local municipalities.  The water & sewer recovery program enabled the Company to recapture much of these rate increases from our residents.

 

Repairs & maintenance expenses were down $559, or 1.8%, primarily due to accounting for involuntary conversions related to fires and floods and the associated insurance claims at certain properties.  Without the impact of these insurance recoveries, the recurring repairs & maintenance expenses decreased $8, which reflects the diligent efforts of property management to control costs through the renegotiation of service contracts permitted by the competitive economic environment, coupled with a higher level of apartment upgrades in 2012 compared to 2011, which result in lower repairs expenditures.  The Company has provided guidance for 2013 which anticipates a 1.3% increase in repairs and maintenance.

 

Personnel expenses were down $882, or 1.9%, primarily due to $734 lower health and workers’ compensation insurance costs in 2012 as compared to 2011, which reflects the ongoing efforts towards the proactive settlement of prior year claims earlier in their life cycle and the positive impacts of the Company’s safety in the workplace initiatives.  Without the impacts of the insurance savings, personnel costs decreased $148, or 0.3% reflecting the $559 lower incentive compensation for property management personnel, partially offset by the annual wage increase of 2.6%.

 

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Table of Contents

 

Results of Operations (continued)

 

Legal & professional expenses were up $136, or 7.3%, primarily due to legal costs incurred in connection with successful tax assessment challenges.

 

Office & telephone expenses were up $322, or 5.6%, primarily due to $249 non-recurring refunds of certain resident fees from prior years.  Without the impact of this non-recurring expense, office & telephone expense increased $73, or 1.3%.

 

Property insurance costs increased by $1,316, or 26.2%, primarily due to the non-recurring impact in 2011 of $2,082 in favorable close outs of significant prior year general liability claims compared to $338 of close-outs in 2012.  Both property and general liability losses in 2012 were lower by $111, or 7.3%, and $36, or 2.0% respectively, due to continued emphasis on preventing losses at the communities through safety training programs and the Company’s continued focus on settling claims earlier in their life cycle.  Without the impact of the major items above, recurring property and general liability insurance costs were up $281, or 6.0%.

 

On October 29, 2012 Hurricane Sandy hit the Mid-Atlantic and Northeast regions of the United States, causing wide-spread flooding and wind damage.  Numerous communities owned by the Company were directly affected by this storm.  The most severe damage occurred at properties in New Jersey and on Long Island.  Property losses, estimated to be $2,225, are covered under various property and flood insurance policies.  The Company’s estimated net expense included in the 2012 results, after insurance reimbursement, is less than $100.

 

Real estate taxes were up $1,700, or 3.4%, primarily due to tax increases being offset by $1,306 in refunds received in 2012 from successful tax assessment appeals compared to $1,678 of refunds in the 2011 period.  After removing the effects of the non-recurring refunds, real estate taxes were up $1,327, or 2.6%, reflecting increased assessments and typical rate increases in our markets.

 

Snow removal costs were down $1,159, or 75.4%, as most of our Northeast and Mid-Atlantic properties experienced the mildest winter on record in 2012.

 

Property management general & administrative costs decreased $859, or 5.4%.  Despite increases in the number of apartment communities and units, the Company has been able to offset costs of growth due to its scalable operating platform, including efficiencies enabled by key application software investments.

 

The operating expense ratio (the ratio of operating and maintenance expense compared to rental and property other income) for the 2012 Core Properties was 36.6% and 38.7% for 2012 and 2011, respectively.  The 2.1% favorable improvement in 2012 is due in part to deliberate cost savings and safety initiatives implemented at the communities, a decrease in natural gas heating costs and rental income growth.  In general, the Company’s operating expense ratio is higher than that experienced by apartment owners in other parts of the country due to relatively high real estate taxes and heating costs in its markets.

 

General and administrative expenses (“G&A”) increased in 2012 by $5,029, or 17.3%, from $29,145 in 2011 to $34,174 in 2012.  G&A as a percentage of total revenues (including discontinued operations) was 5.0% for 2011 as compared to 5.2% for 2012, indicating that the G&A growth is consistent with revenue growth.  The 2012 costs include $1,580 in connection with the departure of an executive and represent acceleration of previously granted stock-based compensation as well as future payments for salary continuation.  Stock-based compensation expenses were up $3,565, or 42.5%, in 2012, of which $2,937 is due to the new three year performance restricted stock unit grants issued in 2012.  The remaining $628 stock-based compensation increase is primarily due to the impact of executives at, or near retirement age, resulting in the current year restricted stock awards and stock option grants being expensed over a one-year shorter time period in 2012 as compared to 2011.  These increases were partially offset by $116 lower 2012 spending in other general and administrative areas.

 

Interest expense decreased by $1,809, or 1.4%, in 2012 primarily as a result of paying off $39,000 in maturing loans on several Core Properties over the past year and the redemption of the $140,000 Senior Notes.  In addition, all 2011 Acquisition Communities were acquired without secured mortgage debt and only one 2012 Acquisition Community with assumed secured mortgage debt of $7,284.  These decreases were partially offset by $450,000 of unsecured term and senior notes at a lower average interest rate than the Senior Notes and maturing loans.

 

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Table of Contents

 

Results of Operations (continued)

 

Depreciation and amortization expense increased $24,929, or 17.7%, due to a full year of depreciation expense for the 2011 Acquisition Communities, incremental depreciation on the capital expenditures for additions and improvements to the Core Properties of $129,045 and $113,779 in 2012 and 2011, respectively, as well as a partial year of depreciation expense for the 2012 Acquisition Communities.

 

Other expenses of $2,741 in 2012 and $3,225 in 2011 are property acquisition costs from the Acquisition Communities. These costs, which are primarily transfer taxes and title fees, represent 0.92% and 0.64% of the total purchase price of the 2012 and 2011 Acquisition Communities, respectively.

 

Net income increased $115,958 in 2012 primarily due to a gain on disposition of property of $80,532, an increase of $37,156 due to a partial year impact of the operating results of the 2012 Acquisition Communities and the full year results of the 2011 Acquisition Communities plus improved operating results from the 2012 Core Properties.  This is partially offset by $1,730 lower income from discontinued operation in 2012 compared to 2011.

 

Comparison of year ended December 31, 2011 to year ended December 31, 2010.

 

The Company owned 97 communities with 33,354 apartment units throughout 2010 and 2011 where comparable operating results are available for the years presented (the “2011 Core Properties”).  For the year ended December 31, 2011, the 2011 Core Properties showed an increase in total revenues of 4.3% and a net operating income increase of 7.7% over the 2010 period.  Property level operating expenses decreased 0.7%.  Average physical occupancy for the 2011 Core Properties was 95.5%, up from 95.2% in 2010, with average monthly rental rates of $1,184 per apartment unit, an increase of 3.7% over the 2010 period.

 

A summary of the 2011 Core Properties NOI is as follows:

 

 

 

2011

 

2010

 

$ Variance

 

% Variance

 

Rent

 

$

446,628

 

$

428,955

 

$

17,673

 

4.1

%

Utility recovery revenue

 

20,090

 

18,803

 

1,287

 

6.8

%

Rent including recoveries

 

466,718

 

447,758

 

18,960

 

4.2

%

Other income

 

20,832

 

19,875

 

957

 

4.8

%

Total revenue

 

487,550

 

467,633

 

19,917

 

4.3

%

Operating and maintenance

 

(189,311

)

(190,610

)

1,298

 

0.7

%

Net operating income

 

$

298,239

 

$

277,024

 

$

21,215

 

7.7

%

 

The inclusion of the 2011 Acquisition Communities generally accounted for the significant changes in operating results for the year ended December 31, 2011.

 

A summary of the NOI from continuing operations for the Company as a whole is as follows:

 

 

 

2011

 

2010

 

$ Variance

 

% Variance

 

Rent

 

$

515,780

 

$

457,819

 

$

57,961

 

12.7

%

Utility recovery revenue

 

21,865

 

19,775

 

2,090

 

10.6

%

Rent including recoveries

 

537,645

 

477,594

 

60,051

 

12.6

%

Other income

 

23,756

 

21,089

 

2,667

 

12.6

%

Total revenue

 

561,401

 

498,683

 

62,718

 

12.6

%

Operating and maintenance

 

(217,069

)

(203,421

)

(13,648

)

(6.7

)%

Net operating income

 

$

344,332

 

$

295,262

 

$

49,070

 

16.6

%

 

40



Table of Contents

 

Results of Operations (continued)

 

During 2010, the Company sold its general partnership interest in one investment where the Company was the managing general partner that had been determined to be a Variable Interest Entity (“VIE”) as defined by authoritative guidance.  During 2012, the Company disposed of six properties in six transactions with a total of 1,596 units, which had full year results for 2011 and 2010 (the “2012 Disposed Communities”).  The results of these disposed properties and general partnership interest have been reflected in discontinued operations and are not included in the tables above.

 

For the year ended December 31, 2011, income from continuing operations increased by $19,851 when compared to the year ended December 31, 2010.  The increase was primarily attributable to the following factors:  an increase in rental income of $57,961, and an increase in property other income of $4,757.  These changes were partially offset by increases in operating and maintenance expense of $13,648, general and administrative expense of $4,007, interest expense of $6,966, depreciation and amortization of $17,941 and other expenses of $354.  Each of the items are described in more detail below.

 

Of the $57,961 increase in rental income, $26,311 is attributable to the 2010 Acquisition Communities, $14,871 is attributable to the 2011 Acquisition Communities, partially offset by an $894 reduction for the Redevelopment Property.  The balance, an increase of $17,673, relates to a 4.1% increase from the 2011 Core Properties as the result of a 0.4% increase in economic occupancy from 93.9% to 94.3% and a 3.7% increase in weighted average rental rates from $1,141 to $1,184 per apartment unit.

 

Of the $2,090 increase in utility recovery revenue, $505 is attributable to the 2010 Acquisition Communities, $563 is attributable to the 2011 Acquisition Communities, partially offset by a $265 reduction for the Redevelopment Property.  The balance, an increase of $1,287, relates to a 6.8% increase from the 2011 Core Properties as the result of the increase in economic occupancy and comparable increase in water and sewer expense.

 

The remaining property other income, which consists primarily of income from operation of laundry facilities, late charges, administrative fees, garage and carport rentals, revenue from corporate apartments, cable revenue, pet charges, and miscellaneous charges to residents, increased by $2,667.  Of this increase, $1,019 is attributable to the 2010 Acquisition Communities, $663 is attributable to the 2011 Acquisition Communities and $28 for the Redevelopment Property and $957 is attributable to the 2011 Core Properties.

 

Of the $13,648 increase in operating and maintenance expenses, $9,543 is attributable to the 2010 Acquisition Communities, $6,052 is attributable to the 2011 Acquisition Communities, partially offset by a $649 decrease for the Redevelopment Property.  The balance for the 2011 Core Properties, a $1,298 decrease in operating expenses or 0.7%, is primarily a result of decreases in electricity, natural gas heating costs, personnel expense, property insurance, snow removal and trash hauling.  These decreases were partially offset by increases in water & sewer costs, repairs & maintenance, legal & professional, real estate taxes and property management G&A.

 

41



Table of Contents

 

Results of Operations (continued)

 

The breakdown of operating and maintenance costs for the 2011 Core Properties by line item is listed below:

 

 

 

2011

 

2010

 

$ Variance

 

% Variance

 

Electricity

 

$

7,033

 

$

7,222

 

$

189

 

2.6

%

Gas

 

15,239

 

15,637

 

398

 

2.5

%

Water & sewer

 

15,560

 

14,522

 

(1,038

)

(7.1

)%

Repairs & maintenance

 

28,778

 

27,176

 

(1,602

)

(5.9

)%

Personnel expense

 

42,986

 

44,285

 

1,299

 

2.9

%

Advertising

 

3,738

 

3,797

 

59

 

1.6

%

Legal & professional

 

1,753

 

1,515

 

(238

)

(15.7

)%

Office & telephone

 

5,242

 

5,364

 

122

 

2.3

%

Property insurance

 

4,158

 

5,924

 

1,766

 

29.8

%

Real estate taxes

 

45,907

 

45,592

 

(315

)

(0.7

)%

Snow

 

1,447

 

2,045

 

598

 

29.2

%

Trash

 

2,868

 

3,128

 

260

 

8.3

%

Property management G&A

 

14,602

 

14,403

 

(199

)

(1.4

)%

Total

 

$

189,311

 

$

190,610

 

$

1,299

 

0.7

%

 

Electricity costs were down $189, or 2.6% from a year ago primarily as a result of energy conservation efforts including a compact fluorescent bulb replacement program and the installation of motion sensors and timers in common areas.

 

Natural gas heating costs were down $398, or 2.5% from a year ago due to a combination of lower commodity rates offset by increased consumption resulting from a colder spring heating season in 2011 as compared to 2010.  For 2011, the Company’s natural gas weighted average cost, including transportation of $3.00 per decatherm, was $8.91 per decatherm, compared to $9.37 per decatherm for the 2010 period, a 4.9% decrease.

 

Water & sewer costs were up $1,038, or 7.1%, from a year ago and are attributable to general rate increases being assessed by local municipalities.  The water & sewer recovery program enabled the Company to recapture much of these rate increases from our residents.

 

Repairs & maintenance expenses were up $1,602, or 5.9%, primarily due to insurance claim recoveries of $782 in 2010 compared to insurance claim expenses of $248 in 2011.  Without the impacts of these insurance claim recoveries and expenses, the recurring repairs & maintenance costs increased $572, or 2.0% from a year ago.  The increase reflects normal increases in supplies and contract services partially offset by the favorable impact of lower resident turnover of 38.1% in 2011 as compared to 38.7% in 2010, which resulted in less spending on apartment turnover costs.

 

Personnel expenses were down $1,299, or 2.9%, primarily due to a reduction in workers’ compensation costs which reflects the ongoing efforts towards the proactive settlement of prior year claims earlier in their life cycle and the positive impacts of the Company’s safety in the workplace initiatives.

 

42



Table of Contents

 

Results of Operations (continued)

 

Advertising expenses were down $59, or 1.6%, in 2011 and is reflective of the resident marketing program which places less emphasis and spending on print media and more focus on internet-based methods and resident programs which have resulted in a 1% increase in traffic in 2011 as compared to 2010.

 

Legal & professional expenses were up $238, or 15.7%, primarily due to legal costs incurred in connection with successful tax assessment challenges.

 

Property insurance costs decreased by $1,766, or 29.8%, primarily due to positive trends in general liability claims, which are reflective of the increased emphasis on preventing losses at the communities through safety training programs and the Company’s continued focus on settling claims earlier in their life cycle.

 

Real estate taxes were up $315, or 0.7%, primarily due to tax increases being offset by $1,678 in refunds received in 2011 from successful tax assessment appeals compared to $737 in the 2010 period.  After removing the effects of the non-recurring refunds, real estate taxes were up $1,256, or 2.7%.

 

Snow removal costs were down $598, or 29.2%, as most of our Mid-Atlantic region properties suffered from record storms in the first quarter 2010 which were not repeated in 2011.

 

Trash removal costs were down $260, or 8.3%, as a result of effective rebidding with trash haulers that took effect in late 2010.

 

Property management general & administrative costs increased $199, or 1.4%, which reflects annual wage increases of 2.4% that were partially offset by staff reductions as a result of efficiencies enabled through key application software investments.

 

The operating expense ratio (the ratio of operating and maintenance expense compared to rental and property other income) for the 2011 Core Properties was 38.7% and 40.8% for 2011 and 2010, respectively.  The 2.1% favorable improvement in 2011 is due in part to deliberate cost savings and safety initiatives implemented at the communities which resulted in lower insurance costs coupled with rental income growth.  In general, the Company’s operating expense ratio is higher than that experienced by apartment owners in other parts of the country due to relatively high real estate taxes and heating costs in its markets.

 

General and administrative expenses (“G&A”) increased in 2011 by $4,007, or 15.9%, from $25,138 in 2010 to $29,145 in 2011.  G&A as a percentage of total revenues (including discontinued operations) was 4.9% for 2010 as compared to 5.0% for 2011, indicating that the G&A growth is consistent with revenue growth.  The 2011 incentive bonus is up $1,791, or 68.7%, as compared to 2010, reflecting the Company’s favorable operating performance versus its peers.  Stock based compensation expenses were up $1,813 in 2011 as compared to 2010, primarily due to the impact of employees nearing retirement age vesting over one less year in 2011 as compared to 2010.  These increases were partially offset by $400 savings realized in 2011 for director costs as we had four fewer directors beginning in May 2011 due to retirement.

 

Interest expense increased by $6,966, or 5.8%, in 2011 primarily as a result of interest expense on the new debt of several 2011 Core Properties, which were refinanced during 2010 at approximately $200,000 higher principal than the maturing loans and full year impact of 2010 Acquisition Communities which included $156,000 of assumed debt.  All 2011 Acquisition Communities were acquired without secured mortgage debt.  These increases were partially offset by lower interest on the unsecured line of credit due to a lower outstanding balance and a lower interest rate in 2011 compared to 2010 and an overall savings in 2011 from the redemption of the Exchangeable Senior Notes and the subsequent unsecured term loan and unsecured senior notes at a lower average interest rate.

 

Depreciation and amortization expense increased $17,941, or 14.6%, due to a full year of depreciation expense for the 2010 Acquisition Communities, incremental depreciation on the capital expenditures for additions and improvements to the Core Properties of $98,420 and $83,245 in 2011 and 2010, respectively, as well as a partial year of depreciation expense for the 2011 Acquisition Communities.

 

43



Table of Contents

 

Results of Operations (continued)

 

Other expenses of $3,225 in 2011 and $2,871 in 2010 are property acquisition costs from the Acquisition Communities. These costs, which are primarily transfer taxes and title fees, represent 0.64% and 0.85% of the total purchase price of the 2011 and 2010 Acquisition Communities, respectively.

 

Included in discontinued operations for 2011 are the operating results of the 2012 Disposed Communities.  Included in discontinued operations for 2010 are the operating results of the 2012 Disposed Communities and the VIE.  For purposes of the discontinued operations presentation, the Company includes interest expense and losses from early extinguishment of debt associated with specific mortgage indebtedness of the properties that are sold or held for sale.

 

Included in the $13 loss on disposition of property reported for 2010 are residual items relating to the 2009 Disposed Communities.

 

Net income increased $21,346 in 2011 primarily due to a partial year impact of the operating results of 2011 Acquisition Communities and the full year results of the 2010 Acquisition Communities plus improved operating results from the 2011 Core Properties.

 

Liquidity and Capital Resources

 

General

 

The Company’s principal liquidity demands are expected to be distributions to the common stockholders and holders of UPREIT Units, capital improvements and repairs and maintenance for its properties, acquisition and development of additional properties and debt repayments.  The Company may also acquire equity ownership in other public or private companies that own and manage portfolios of apartment communities.

 

The Company intends to meet its short-term liquidity requirements through net cash flows provided by operating activities and its existing bank line of credit, described below.  The Company considers its ability to generate cash to be adequate to meet all operating requirements, including availability to pay dividends to its stockholders and make distributions to its Unit holders in accordance with the provisions of the Internal Revenue Code, as amended, applicable to REITs.

 

To the extent that the Company does not satisfy its short-term liquidity requirements through net cash flows provided by operating activities and its existing bank line of credit, it intends to satisfy such requirements through proceeds from the sale of properties, from the issuance of unsecured senior notes and from the issuance of its common stock through its equity offering programs, described below.

 

In 2000, the Company obtained an investment grade rating from Fitch, Inc.  The rating in effect at December 31, 2012 is a corporate credit rating of “BBB” (Triple B), which was reaffirmed on June 27, 2012.

 

For 2013, plans include increasing the level of the value of unencumbered properties to over 40% of the portfolio, maintaining the debt-to-total market capitalization ratio at a level equal to or slightly less than the level at December 31, 2012 and issuing shares under the current or future ATM programs.

 

Cash Flow Summary

 

The Company’s cash flow activities are summarized as follows (in millions):

 

 

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2010

 

Net cash provided by operating activities

 

$

268

 

$

198

 

$

160

 

Net cash used in investing activities

 

(366

)

(664

)

(335

)

Net cash provided by financing activities

 

111

 

464

 

176

 

 

44



Table of Contents

 

Liquidity and Capital Resources (continued)

 

The Company’s net cash flow from operating activities was $268 million in 2012 compared to $198 million in 2011.  The $70 million increase was primarily a result of $65 million higher NOI in 2012 partially offset by $5 million higher general and administrative costs in 2012 as compared to 2011, with the increases primarily attributable to the 2012 and 2011 Acquisition Communities.

 

The Company’s net cash flow from operating activities was $198 million in 2011 compared to $160 million in 2010.  The $38 million increase was primarily a result of $49 million higher NOI in 2011 partially offset by $6 million higher interest expense and $4 million higher general and administrative costs in 2011 as compared to 2010, with the increases primarily attributable to the 2011 and 2010 Acquisition Communities.

 

Cash used in investing activities was $366 million during 2012 compared to $664 million in 2011.  The $298 million decrease in investing between periods is primarily due to the $290 million used for acquisition of three properties in 2012 as compared to $499 million for the eight properties acquired in 2011.  Cash outflows for capital improvements were $153 million in 2012 compared to $127 million in 2011.  In addition, the Company spent $12 million on redevelopment in 2012.  The investments in both periods reflects management’s strategy to continually reposition and perform selective rehabilitation in markets that are able to support rent increases, with the year-over-year increase reflective of the demand in the market for upgraded apartments.  Cash outflows for additions to construction in progress were $62 million in 2012 as compared to $32 million in 2011.  Cash outflows for the purchase of land for development was $13 million in 2011.

 

Cash used in investing activities was $335 million in 2010. Cash outflows for acquisitions were $186 million, capital improvements were $98 million and additions to construction in progress were $46 million in 2010.

 

Net cash provided by financing activities totaled $111 million for 2012, primarily as a result of net proceeds from the unsecured line of credit of $160 million, the sale of common stock under the ATM offering of $145 million, $50 million issued in unsecured notes and proceeds from stock option exercises of $17 million.  Total proceeds were partially offset by payments on mortgages of $103 million and distributions paid to stockholders and UPREIT Unitholders of $159 million.

 

Net cash provided by financing activities totaled $464 million for 2011, primarily as a result of the $400 million issuance of unsecured notes, the sale of common stock under the public offering of $337 million and the ATM offering of $190 million and proceeds from stock option exercises of $21 million being partially offset by payments on mortgages of $163 million, distributions paid to stockholders and UPREIT Unitholders of $131 million, repurchase of senior notes of $130 million, net payments under the unsecured line of credit of $54 million and payments of $5 million for mortgage borrowing costs.

 

Net cash provided by financing activities totaled $176 million in 2010. Cash flows from the sale of common stock under the ATM offering of $108 million, net proceeds from mortgage financing of $172 million, proceeds from stock option exercises of $11 million and net borrowing under the unsecured line of credit of $3 million were partially offset by distributions paid to stockholders and UPREIT Unitholders of $112 million and payments of $6 million for mortgage borrowing costs.

 

Unsecured Line of Credit

 

As of December 31, 2012, the Company had a $275 million unsecured line of credit agreement with M&T Bank and U.S. Bank National Association, as joint lead banks, and nine other participating commercial banks, with an initial maturity date of December 8, 2015 and a one-year extension, at the Company’s option.  The Company had $162.5 million outstanding under the credit facility on December 31, 2012.  The line of credit agreement provides the ability to issue up to $20 million in letters of credit.  While the issuance of letters of credit does not increase the borrowings outstanding under the line of credit, it does reduce the amount available.  At December 31, 2012, the Company had outstanding letters of credit of $16.4 million resulting in the amount available on the credit facility of $96.1 million.  Borrowings under the line of credit bear interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  As of December 31, 2012, based on the Company’s leverage ratio, the LIBOR margin was 1.30%, and the one-month LIBOR was 0.25%; resulting in an effective rate of 1.55% for the Company.

 

45



Table of Contents

 

Liquidity and Capital Resources (continued)

 

Unsecured Term Loans

 

On October 28, 2011, the Company entered into an unsecured term loan agreement with M&T Bank that had a total limit of $140 million.  On November 1, 2011, the Company borrowed $135 million on this facility which was used to fund the repurchase of the exchangeable senior notes. The term loan was repaid on December 9, 2011 with proceeds of the $250 million term loan described below.  The loan bore interest at 2.41% (2.1% above the one-month LIBOR) and had covenants that aligned with the unsecured line of credit facility.

 

On December 9, 2011, the Company entered into a $250 million five-year unsecured term loan with M&T Bank as lead bank, and ten other participating lenders.  The term loan generated net proceeds of $248 million, after fees and closing costs, which were used to pay off the $135 million unsecured term loan, purchase an unencumbered property and acquire land for future development. The loan bears monthly interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  On July 19, 2012, the Company entered into interest rate swap agreements with major financial institutions that effectively convert the variable LIBOR portion of this loan to a fixed rate of 0.685%.  As of December 31, 2012, based on the Company’s leverage ratio, the spread was 1.30%, and the swapped one-month LIBOR was 0.685%; resulting in an effective rate of 1.99% for the Company, as described in Note 11 to Consolidated Financial Statements.  The loan has covenants that align with the unsecured line of credit facility.

 

Unsecured Demand Note

 

On June 27, 2012, the Company entered into a loan agreement with M&T Bank with a maximum principal amount of $100 million and monthly interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  The Company borrowed the maximum amount of $100 million.  Proceeds from this demand note were utilized to partially fund the purchase of a 1,350 unit apartment community on June 28, 2012.  During the fourth quarter, 2012, the Company repaid the $100 million note in full.

 

Unsecured Senior Notes

 

On December 19, 2011, the Company issued $150 million of unsecured senior notes.  The notes were offered in a private placement in two series: Series A: $90 million with a seven-year term due December 19, 2018 at a fixed interest rate of 4.46% (“Series A”); and, Series B: $60 million with a ten-year term due December 19, 2021 at a fixed interest rate of 5.00% (“Series B”).  The net proceeds of $89 million and $60 million for Series A and Series B, respectively, after fees and closing costs, were used to purchase an unencumbered property and pay off a maturing mortgage note.  The notes require semiannual interest payments on June 19 and December 19 of each year until maturity and are subject to various covenants and maintenance of certain financial ratios.  Although the covenants of the notes do not duplicate all the covenants of the unsecured line of credit facility, any covenants applicable to both the notes and the line are identical.

 

On June 27, 2012, the Company issued a private placement note in the amount of $50 million with a seven-year term, a fixed rate of 4.16% and a June 27, 2019 due date.  The proceeds from this note were used to partially fund the purchase of a 1,350 unit apartment community on June 28, 2012. The note requires semiannual interest payments on June 27 and December 27 of each year until maturity and is subject to various covenants and maintenance of certain financial ratios.  Although the covenants of the note do not duplicate all the covenants of the unsecured line of credit facility, any covenants applicable to both the note and the line are identical.

 

Exchangeable Senior Notes

 

On November 1, 2011, the Company repurchased at face value $135 million principal amount of exchangeable senior notes (“Senior Notes”), plus accrued interest of $2.8 million, that were presented by the holders for repurchase in accordance with the October 2006 Senior Notes Indenture Agreement (the “Indenture”).  On December 21, 2011 the remaining outstanding balance of $5 million principal amount of the Senior Notes was repurchased by the Company, at face value plus accrued interest at the Company’s option in accordance with the Indenture.  There were no outstanding Senior Notes as of December 31, 2012 or 2011.

 

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Liquidity and Capital Resources (continued)

 

Indebtedness

 

As of December 31, 2012, the weighted average interest rate on the Company’s total indebtedness of $2.8 billion was 4.55% with staggered maturities averaging approximately five years.  Approximately 87% of total indebtedness is at fixed rates.  This limits the exposure to changes in interest rates, minimizing the effect of interest rate fluctuations on the Company’s results of operations and cash flows.

 

Unencumbered Assets

 

The Company increased the percentage of unencumbered assets of the total property pool from 33% at the end of 2011, to 39% as of December 31, 2012.  Higher levels of unsecured assets add borrowing flexibility because more capacity is available for unsecured debt under the terms of the Company’s unsecured line of credit agreement, and/or for the issuance of additional unsecured senior notes.  It also permits the Company to place secured financing on unencumbered assets if desired.

 

UPREIT Units

 

The Company believes that the issuance of UPREIT Units for property acquisitions will continue to be a potential source of capital for the Company. During 2010, the Company issued $4.8 million in 98,728 UPREIT Units as consideration for one acquired property.  During 2011 and 2012, there were no UPREIT Units issued for property acquisitions.

 

Universal Shelf Registration

 

On March 3, 2010, the Company filed a Form S-3 universal shelf registration statement with the SEC that registers the issuance, from time to time, of common stock, preferred stock or debt securities.  The Company may offer and sell securities issued pursuant to the universal shelf registration statement after a prospectus supplement, describing the type of security and amount being offered, is filed with the SEC.  Sales of common stock under the Company’s ATM and public equity offerings as described below were made under this registration statement.  A new Form S-3 universal shelf registration statement is expected to be filed, and immediately effective, with the SEC shortly before the expiration of the current registration statement on March 2, 2013.

 

At-the-Market Equity Offering Programs

 

On December 3, 2009, the Company initiated an “At-the-Market” (“ATM”) equity offering program through which it was authorized to sell up to 3.7 million shares of common stock (not to exceed $150 million of gross proceeds), from time to time in ATM offerings or negotiated transactions.  From December 2009 through completion of the offering in May 2010, the Company issued 3.2 million shares of common stock at an average price per share of $47.19, for aggregate gross proceeds of $150 million and aggregate net proceeds of $147 million after deducting commissions and other transaction costs of approximately $3 million.

 

On September 17, 2010, the Company initiated its second ATM equity offering program through which it was authorized to sell up to 3.6 million shares of common stock from time to time in ATM offerings or negotiated transactions.  There were no shares issued from this program during 2010.  During 2011 through completion of the offering in May 2012, the Company issued 3.6 million shares of common stock at an average price per share of $60.71, for aggregate gross proceeds of $219 million and aggregate net proceeds of $214 million after deducting commissions and other transaction costs of approximately $5 million.

 

On May 14, 2012, the Company filed a prospectus supplement with respect to another ATM equity offering program, with similar terms and conditions as the September 2010 program, through which it is authorized to sell up to 4.4 million shares of common stock, from time to time in ATM offerings or negotiated transactions.  As of December 31, 2012, the Company issued 1,970,824 shares of common stock at an average price per share of $62.64, for aggregate gross proceeds of $123 million and aggregate net proceeds of $121 million after deducting commissions and other transaction costs of approximately $2 million.  Approximately 2.4 million shares remain available under this program as of December 31, 2012.

 

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Liquidity and Capital Resources (continued)

 

At-the-Market Equity Offering Programs (continued)

 

The Company used the net proceeds from the ATM offerings primarily for general corporate purposes including acquisitions, development and redevelopment of apartment communities.

 

Public Equity Offering

 

On September 20, 2011, the Company publicly offered 6 million shares of its common stock at a price of $58.50 per share, for net proceeds of approximately $337 million after underwriting discounts, commissions and offering expenses. All of the 6 million shares offered were purchased and subsequently delivered on September 23, 2011.  The Company used the net proceeds from the offering primarily for acquisitions, development and redevelopment of apartment communities.

 

Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”)

 

The Company’s DRIP provides the stockholders of the Company an opportunity to automatically invest their cash dividends in additional shares of common stock.  In addition, eligible participants may make monthly payments or other voluntary cash investments in shares of common stock.  The maximum monthly investment permitted without prior Company approval is currently $10,000.  The Company can meet share demand under the DRIP through stock repurchases by the transfer agent in the open market on the Company’s behalf or new stock issuances.  Management monitors the relationship between the Company’s stock price and its estimated net asset value (“NAV”).  During times when the difference between these two values is small, resulting in little dilution of NAV by common stock issuances, the Company can choose to issue new shares.  At times when the gap between NAV and stock price is greater, the Company has the flexibility to satisfy the demand for DRIP shares with stock repurchased by the transfer agent in the open market.  In addition, the Company can issue waivers to DRIP participants to provide for investments in excess of the $10,000 maximum monthly investment.  No such waivers were granted during 2011 or 2012.

 

Stock Repurchase Program

 

In 1997, the Board approved a stock repurchase program under which the Company may repurchase shares of its common stock or UPREIT Units (“Company Program”).  The shares and units may be repurchased through open market or privately negotiated transactions at the discretion of Company management.  The Board’s action did not establish a target stock price or a specific timetable for repurchase.  There were no repurchases under the Company Program during 2012 and 2011.  The remaining authorization level as of December 31, 2012 is 2.3 million shares.  The Company will continue to monitor stock prices relative to the NAV to determine the current best use of capital among our major uses of capital: stock buybacks, debt paydown to increase the unencumbered pool, acquisitions, rehabilitation and/or redevelopment of owned properties and development of new properties.

 

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Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes.  In preparing these financial statements, management has utilized information available including industry practice and its own past history in forming its estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality.  It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements may not materialize.  Application of the accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.  In addition, other companies may utilize different estimates which may impact comparability of the Company’s financial position and results of operations to those of companies in similar businesses.

 

The Company’s significant accounting policies are described in Notes 2 and 3 to Consolidated Financial Statements.  These policies were followed in preparing the Consolidated Financial Statements for the year ended December 31, 2012 and are consistent with the year ended December 31, 2011.

 

The Company has identified the following significant accounting policies as critical accounting policies.  These critical accounting policies are those that have the most impact on the reporting of our financial condition and those requiring significant judgments and estimates.  With respect to these critical accounting policies, management believes that the application of judgments and estimates is consistently applied and produces financial information that fairly presents the results of operations for all periods presented.

 

Acquisition of Investments in Real Estate

 

The Company accounts for its acquisitions of investments in real estate in accordance with the authoritative guidance for the initial measurement, which requires the assets and liabilities acquired to be recognized using fair value.  Typical assets and liabilities acquired include land, building, and personal property and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, value of in-place leases and value of resident relationships, based in each case on their fair values.  In making estimates of fair value for purposes of the initial accounting of the purchased real estate, the Company utilizes a number of sources, including our own analysis of recently acquired and existing comparable properties in our portfolio and other market data.  The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired.

 

Cost Capitalization

 

The Company capitalizes the payroll and associated costs of employees directly responsible for the supervision and construction of major capital and rehabilitation projects.  These costs are reflected on the balance sheet as an increase to depreciable property.

 

For development properties, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.  Costs directly related to the development of properties are capitalized.  The Company capitalizes interest, real estate taxes and insurance; and payroll and associated costs for those individuals directly responsible for and who spend all their time on development activities.  Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and capitalization must end involves a degree of judgment.  We begin the capitalization of costs during the pre-construction period which we define as activities that are necessary to the development of the property.  We consider a development property as substantially complete after major construction has ended and the property is available for occupancy.  For properties that are built in phases, we end capitalization on the portion of a property that is considered substantially complete, and we capitalize only those costs associated with the portion under construction.  These costs are reflected on the balance sheet as construction in progress.

 

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Critical Accounting Policies (continued)

 

Depreciation of Investments in Real Estate

 

The Company depreciates the building component of its investment in real estate over a 40-year estimated useful life, building improvements over a 3-year to 20-year estimated useful life and the furniture, fixtures and equipment over a 5-year to 10-year estimated useful life, all of which are judgmental determinations.  These assessments have a direct impact on the Company’s net income.

 

Impairment of Long-Lived Assets

 

Management reviews its long-lived assets used in operations for impairment when, in accordance with the authoritative guidance for the accounting for the impairment or disposal of long-lived assets, there is an event or change in circumstances that indicates an impairment in value.  The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company’s ability to hold and its intent with regard to each asset.  Future events could occur which could cause the Company to conclude that impairment indicators exist and an impairment charge is warranted.

 

Fair Value of Financial Instruments Not Carried at Fair Value

 

For purposes of disclosure, the Company calculates the fair value of its mortgage notes payable, unsecured term loan, unsecured senior notes and unsecured line of credit facility using a discounted future cash flow technique that incorporates observable market-based inputs, including a market interest yield curve with adjustments for duration, loan to value, and risk profile.  As the valuation of financial instruments requires the Company to make estimates and judgments in the calculation of the fair value of these instruments, the actual fair value of these financial instruments for disclosure purposes may differ materially if these estimates do not prove to be accurate.

 

Fair Value of Financial Instruments Carried at Fair Value

 

The fair value of interest rate swaps are determined using the market standard of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rate forward curves derived from observable market interest rate curves.  The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  As the valuation of financial instruments requires the Company to make estimates and judgments in the calculation of the fair value of these instruments, the actual fair value of the interest rate swaps may differ materially if these estimates do not prove to be accurate.

 

Derivative Instruments and Hedging Activities

 

Derivative instruments and hedging activities require the Company to make judgments on the nature of its derivatives and their effectiveness as hedges.  These judgments determine if the changes in fair value of the derivative instruments are reported as a component of net income or as comprehensive income and equity.  While the Company believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity.

 

Recent Accounting Pronouncements

 

There were no new accounting pronouncements issued or effective during the fiscal year which have had or are expected to have a material impact on the Consolidated Financial Statements.  See Note 3 to the Consolidated Financial Statements for further detail on applicable accounting pronouncements that were adopted in 2012 or will be effective for 2013.

 

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Derivative Instruments and Hedging Activities

 

The Company follows authoritative guidance for disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

 

The Company records all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.  Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.  Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

 

Contractual Obligations and Other Commitments

 

The primary obligations of the Company relate to its borrowings under the unsecured line of credit, unsecured notes and mortgage notes.  The Company’s line of credit matures in December 2015 (not including a one-year extension, at the option of the Company), and had $162.5 million in loans and letters of credit totaling $16.4 million, outstanding at December 31, 2012.  The $450 million in unsecured notes have maturities ranging from four to nine years.  The $2.2 billion in mortgage notes have varying maturities ranging from two months to eighteen years.  The principal and interest payments on the borrowings for the years subsequent to December 31, 2012, are set forth in the table below.

 

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Contractual Obligations and Other Commitments (continued)

 

The Company leases its corporate office space from a former affiliate and the office space for its regional offices from non-affiliated third parties.  The rent for the corporate office space is a gross rent that includes real estate taxes and common area maintenance.  The regional office leases are net leases which require an annual base rent plus a pro-rata portion of real estate taxes.  These leases are set forth in the table below as “Operating leases.”

 

Purchase obligations represent those costs that the Company is contractually obligated to pay in the future.  The significant components of this caption are costs for capital improvements at the Company’s properties, as well as costs for normal operating and maintenance expenses at the site level that are tied to contracts such as utilities, landscaping and grounds maintenance and advertising.  The purchase obligations include amounts tied to contracts, some of which expire in 2013.  It is the Company’s intention to renew these normal operating contracts, however, there has been no attempt to estimate the length or future costs of these contracts.

 

Tabular Disclosure of Contractual Obligations:

 

 

 

 

 

Payments Due by Period (in thousands)

 

Contractual Obligations (1)

 

Total

 

2013

 

2014

 

2015

 

2016

 

2017

 

Thereafter

 

Mortgage notes, principal (2)

 

$

2,165,027

 

$

224,607

 

$

106,377

 

$

276,400

 

$

345,791

 

$

276,684

 

$

935,168

 

Mortgage notes, interest (3)

 

492,045

 

103,870

 

93,613

 

85,507

 

63,690

 

53,878

 

91,487

 

Unsecured notes, principal (2)

 

450,000

 

 

 

 

250,000

 

 

200,000

 

Unsecured notes, interest (3) (5)

 

84,141

 

14,125

 

14,125

 

14,125

 

13,795

 

9,094

 

18,877

 

Line of credit, principal (2) (4)

 

162,500

 

 

 

162,500

 

 

 

 

Line of credit, interest (3)

 

7,398

 

2,519

 

2,519

 

2,360

 

 

 

 

Operating leases

 

7,459

 

1,860

 

1,840

 

1,844

 

1,621

 

294

 

 

Purchase obligations

 

4,778

 

4,574

 

105

 

66

 

33

 

 

 

Total

 

$

3,373,348

 

$

351,555

 

$

218,579

 

$

542,802

 

$

674,930

 

$

339,950

 

$

1,245,532

 

 


(1)   The contractual obligations and other commitments in the table are set forth as required by Item 303(a)(5) of Regulation S-K promulgated by the SEC in January of 2003 and are not prepared in accordance with generally-accepted accounting principles.

 

(2)   Amounts include principal payments only.  The Company will pay interest on outstanding indebtedness based on the rates and terms summarized in Note 6, 7 and 9 to Consolidated Financial Statements.

 

(3)   Amounts include interest expected to be incurred on the Company’s secured and unsecured debt based on obligations outstanding at December 31, 2012.  For floating rate debt, the current rate in effect for the most recent payment through December 31, 2012 is assumed to be in effect through the respective maturity date of each instrument.

 

(4)   The payment in 2015 reflects the line of credit agreement as described in Note 9 to Consolidated Financial Statements, and does not include the one-year extension at the Company’s option.

 

(5)  For $250,000 unsecured notes subject to interest rate swaps, the swapped rates are assumed as more fully described in Note 11 to Consolidated Financial Statements.

 

The Company has a secondary guarantee through 2015 on certain low income housing tax credits to limited partners in a partnership in which it previously was a general partner totaling approximately $3 million.  With respect to the guarantee of the low income housing tax credits, the new unrelated general partner assumed operating deficit guarantee and primary tax credit guarantee positions, as more fully described in Note 17 to Consolidated Financial Statements.  The Company believes the property’s operations conform to the applicable requirements and does not anticipate any payment on the guarantee; therefore, the secondary guarantee is excluded from the table above.

 

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Off-Balance Sheet Arrangements

 

As of December 31, 2012, the Company did not have any off-balance sheet transactions, arrangements, or obligations, including contingent obligations, other than those disclosed under contractual obligations.

 

Contingencies

 

The Company is not a party to any legal proceedings which are expected to have a material adverse effect on the Company’s liquidity, financial position or results of operations.  The Company is subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by liability and property insurance.  Various claims of employment and resident discrimination are also periodically brought, most of which also are covered by insurance.  While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

 

Environmental Issues

 

Phase I environmental site assessments have been completed on substantially all of the Properties.  As of December 31, 2012, there were no recorded amounts resulting from environmental liabilities as there were no known obligations with respect thereto.  Furthermore, no condition is known to exist that would give rise to a material liability for site restoration or other costs that may be incurred with respect to the sale or disposal of a property.

 

Capital Improvements (dollars in thousands, except unit and per unit data)

 

Effective January 1, 2012, the Company updated its estimate of the amount of recurring, non-revenue enhancing capital expenditures incurred on an annual basis for a standard garden style apartment. The Company now estimates that the amount of these capital expenditures is $848 per apartment unit compared to $800 per apartment unit in the prior year. This new amount better reflects current actual costs since the last update.

 

The Company’s policy is to capitalize costs related to the construction, development, rehabilitation and improvement of properties.  Capital improvements are costs that increase the value and extend the useful life of an asset.  Ordinary repair and maintenance costs that do not extend the useful life of the asset are expensed as incurred.  Costs incurred on a lease turnover due to normal wear and tear by the resident are expensed on the turn.  Recurring capital improvements typically include appliances, carpeting and flooring, HVAC equipment, kitchen and bath cabinets, new roofs, site improvements and various exterior building improvements.  Non-recurring, revenue generating capital improvements include community centers, new windows, and kitchen and bath apartment upgrades.  Revenue generating capital improvements are expected to directly result in rental earnings or expense savings.  The Company capitalizes interest and certain internal personnel costs related to the communities under rehabilitation and construction.

 

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Table of Contents

 

Capital Improvements (continued)

 

The table below is a list of the items that management considers recurring, non-revenue enhancing capital and maintenance expenditures for a standard garden style apartment.  Included are the per unit replacement cost and the useful life that management estimates the Company incurs on an annual basis.

 

 

 

 

 

 

 

 

 

Maintenance

 

 

 

 

 

 

 

 

 

Capitalized

 

Expense

 

Total

 

 

 

Capitalized

 

 

 

Expenditure

 

Cost per

 

Cost per

 

 

 

Cost per

 

Useful

 

Per Unit

 

Unit

 

Unit

 

Category

 

Unit

 

Life(1)

 

Per Year(2)

 

Per Year(3)

 

Per Year

 

Appliances

 

$

1,624

 

9

 

$

180

 

$

13

 

$

193

 

Blinds, shades

 

135

 

3

 

45

 

5

 

50

 

Carpets, cleaning

 

760

 

4

 

190

 

142

 

332

 

Computers, equipment, misc.(4)

 

120

 

6

 

20

 

2

 

22

 

Contract repairs

 

 

 

 

250

 

250

 

Exterior painting (5)

 

84

 

3

 

28

 

 

28

 

Flooring

 

250

 

9

 

28

 

24

 

52

 

Furnace, air (HVAC)

 

854

 

24

 

36

 

24

 

60

 

Hot water heater

 

293

 

7

 

42

 

 

42

 

Interior painting

 

 

 

 

178

 

178

 

Kitchen, bath cabinets upgrade

 

1,200

 

15

 

80

 

 

80

 

Landscaping site

 

 

 

 

120

 

120

 

New roof

 

880

 

24

 

37

 

 

37

 

Parking lot site

 

750

 

15

 

50

 

 

50

 

Pool, exercise facility

 

147

 

15

 

10

 

38

 

48

 

Windows major

 

1,663

 

20

 

83

 

 

83

 

Miscellaneous (6)

 

326

 

17

 

19

 

 

19

 

Total

 

$

9,086

 

 

 

$

848

 

$

796

 

$

1,644

 

 


(1)         Estimated weighted average actual physical useful life of the expenditure capitalized.

 

(2)         This amount is not necessarily incurred each and every year.  Some years will be higher, or lower depending on the timing of certain longer life expenditures.

 

(3)         These expenses are included in the Operating and Maintenance line item of the Consolidated Statement of Operations.  Maintenance labor costs are not included in the $796 per unit estimate.  All personnel costs for site supervision, leasing agents, and maintenance staff are combined and disclosed in the Company’s Core Properties expense detail schedule.

 

(4)         Includes computers, office equipment, furniture, and maintenance vehicles.

 

(5)         The level of exterior painting may be lower than other similar titled presentations as the Company’s portfolio has a significant amount of brick exteriors. In addition, the other exposed surfaces are most often covered in aluminum or vinyl.

 

(6)         Includes items such as balconies, siding, and concrete sidewalks.

 

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Capital Improvements (continued)

 

The breakdown of costs above reflects the Company’s unique strategies to improve every property every year regardless of age, and to purchase older properties and rehabilitate and reposition them to enhance internal rates of return.  These strategies result in higher costs of capital expenditures and maintenance costs which permit the Company to realize higher revenue growth, higher net operating income growth and a higher rate of property appreciation.

 

The Company estimates that approximately $848 and $800 per unit was spent on recurring capital expenditures in 2012 and 2011, respectively.  The table below summarizes the breakdown of capital improvements by major categories between recurring and non-recurring, revenue generating capital improvements as follows:

 

 

 

For the year ended December 31,

 

 

 

 

 

 

 

2012

 

2011

 

 

 

Recurring

 

(a)

 

Non-recurring

 

(a)

 

Total Capital

 

(a)

 

Total Capital

 

(a)

 

 

 

Cap Ex

 

Per Unit

 

Cap Ex

 

Per Unit

 

Improvements

 

Per Unit

 

Improvements

 

Per Unit

 

New buildings

 

$

 

$

 

$

1,352

 

$

34

 

$

1,352

 

$

34

 

$

986

 

$

27

 

Major bldg improvements

 

5,221

 

130

 

22,085

 

550

 

27,306

 

680

 

15,814

 

427

 

Roof replacements

 

1,486

 

37

 

2,739

 

68

 

4,225

 

105

 

3,678

 

99

 

Site improvements

 

2,410

 

60

 

15,860

 

395

 

18,270

 

455

 

15,600

 

422

 

Apartment upgrades

 

5,020

 

125

 

49,209

 

1,225

 

54,229

 

1,350

 

44,148

 

1,193

 

Appliances

 

7,229

 

180

 

726

 

18

 

7,955

 

198

 

6,770

 

183

 

Carpeting, flooring

 

8,755

 

218

 

6,494

 

162

 

15,249

 

380

 

12,896

 

349

 

HVAC, mechanicals

 

3,132

 

78

 

11,766

 

293

 

14,898

 

371

 

13,743

 

371

 

Miscellaneous

 

803

 

20

 

3,841

 

96

 

4,644

 

116

 

3,717

 

100

 

Totals

 

$

34,056

 

$

848

 

$

114,072

 

$

2,841

 

$

148,128

 

$

3,689

 

$

117,352

 

$

3,171

 

 


(a)         Calculated using the weighted average number of units owned, including 36,214 core units, 2011 acquisition units of 2,817, and 2012 acquisition units of 1,129 for 2012; and 36,214 core units and 2011 acquisition units of 784 for 2011.

 

The schedule below summarizes the breakdown of total capital improvements between core and non-core:

 

 

 

For the year ended December 31,

 

 

 

 

 

 

 

2012

 

2011

 

 

 

Recurring

 

(b)

 

Non-recurring

 

(b)

 

Total Capital

 

(b)

 

Total Capital

 

(b)

 

 

 

Cap Ex

 

Per Unit

 

Cap Ex

 

Per Unit

 

Improvements

 

Per Unit

 

Improvements

 

Per Unit

 

Core Communities

 

$

30,710

 

$

848

 

$

98,335

 

$

2,715

 

$

129,045

 

$

3,563

 

$

113,779

 

$

3,142

 

2012 Acquisition Communities

 

957

 

848

 

3,482

 

3,084

 

4,439

 

3,932

 

 

 

2011 Acquisition Communities

 

2,389

 

848

 

12,255

 

4,350

 

14,644

 

5,198

 

3,573

 

4,557

 

Subtotal

 

34,056

 

848

 

114,072

 

2,841

 

148,128

 

3,689

 

117,352

 

3,171

 

2012 Disposed Communities

 

1,125

 

848

 

717

 

540

 

1,842

 

1,388

 

3,611

 

2,263

 

Corporate office (1)

 

 

 

 

 

2,803

 

 

2,245

 

 

Totals

 

$

35,181

 

$

848

 

$

114,789

 

$

2,767

 

$

152,773

 

$

3,615

 

$

123,208

 

$

3,134

 

 


(1)         No distinction is made between recurring and non-recurring expenditures for corporate office.  Corporate office expenditures include principally computer hardware, software, office furniture, fixtures and leasehold improvements.  Corporate office expenditures are excluded from per unit figures.

 

(b)         Calculated using the weighted average number of units owned, including 36,214 core units, 2011 acquisition units of 2,817, 2012 acquisition units of 1,129, and 2012 disposed units of 1,327 for 2012; and 36,214 core units, 2011 acquisition units of 784, and 2012 disposed units of 1,596 for 2011.

 

55



Table of Contents

 

Inflation

 

Substantially all of the leases at the communities are for a term of one year or less, which enables the Company to seek increased rents upon renewal of existing leases or commencement of new leases.  These short-term leases minimize the potential adverse effect of inflation on rental income, although residents may leave without penalty at the end of their lease terms and may do so if rents are increased significantly.

 

Forward-Looking Statements

 

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended.  Some examples of forward-looking statements include statements related to acquisitions (including any related pro forma financial information), future capital expenditures, potential development and redevelopment opportunities, projected costs and rental rates for development and redevelopment projects, financing sources and availability, and the effects of environmental and other regulations.  Although management believes that the expectations reflected in those forward-looking statements are based upon reasonable assumptions, it can give no assurance that expectations will be achieved.  Factors that may cause actual results to differ include general economic and local real estate conditions, the weather and other conditions that might affect operating expenses, the timely completion of repositioning activities and development within anticipated budgets, the actual pace of future development, acquisitions and sales, and continued access to capital to fund growth.  For this purpose, any statements contained in this Form 10-K that are not statements of historical fact should be considered to be forward-looking statements.  Some of the words used to identify forward-looking statements include “believes”, “anticipates”, “plans”, “expects”, “seeks”, “estimates”, “intends”, and any other similar expressions.  Readers should exercise caution in interpreting and relying on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect the Company’s actual results, performance or achievements.

 

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Table of Contents

 

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s primary market risk exposure is interest rate risk.  The Company’s debt is summarized as follows:

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

Amount
(Millions)

 

Weighted-
Average
Maturity
Years

 

Weighted-
Average
Interest
Rate

 

Percentage
of Total

 

Amount
(Millions)

 

Weighted-
Average
Maturity
Years

 

Weighted-
Average
Interest
Rate

 

Percentage
of Total

 

Fixed rate secured debt

 

$

1,967

 

4.94

 

5.30

%

70.8

%

$

2,059

 

5.84

 

5.34

%

77.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate secured debt

 

198

 

5.48

 

2.77

%

7.1

%

202

 

6.44

 

2.98

%

7.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate unsecured debt

 

450

(a)

5.30

 

3.12

%

16.2

%

150

 

8.17

 

4.68

%

5.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate unsecured debt

 

163

 

2.94

 

1.55

%

5.9

%

252

(b)

4.93

 

1.61

%

9.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

2,778

 

4.92

 

4.55

%

100.0

%

$

2,663

 

5.93

 

4.77

%

100.0

%

 


(a)         Includes $250 million of variable rate debt that the one-month LIBOR was swapped to a fixed rate of 0.685% at December 31, 2012.

 

(b)         Includes debt in (a) which was not swapped to a fixed rate at December 31, 2011.

 

The Company uses a combination of fixed and variable rate secured and unsecured debt.  The Company intends to use net cash flow provided by operating activities and its existing bank line of credit to repay indebtedness and fund capital expenditures.  On occasion, the Company may use its unsecured line of credit in connection with a property acquisition with the intention to refinance at a later date.  The Company believes that increases in interest expense as a result of inflation would not significantly impact the Company’s distributable cash flow.

 

On July 19, 2012, the Company entered into interest rate swap agreements that effectively convert the one-month LIBOR portion of a $250 million five-year variable rate unsecured term loan, due on December 8, 2016, from a variable rate of one-month LIBOR plus a spread of 1.00% to 2.00% based on the Company’s leverage ratio to a fixed rate of 0.685% plus the applicable spread.  The Company is exposed to credit risk in the event of non-performance by the counterparties to the swaps.  The Company minimizes this risk exposure by limiting counterparties to major banks and investment brokers who meet established credit and capital guidelines.

 

At December 31, 2012 and December 31, 2011, the fair value of the Company’s total debt, including the unsecured notes payable and line of credit, amounted to a liability of $2.97 billion and $2.83 billion, respectively, compared to its carrying amount of $2.78 billion and $2.66 billion, respectively.  The Company estimates that a 100 basis point increase in market interest rates at December 31, 2012 would have changed the fair value of the Company’s total debt to a liability of $2.85 billion and would result in $3.6 million higher interest expense on the variable rate debt on an annualized basis.

 

The Company intends to continuously monitor and actively manage interest costs on its variable rate debt portfolio and may enter into swap positions based upon market fluctuations.  Accordingly, the cost of obtaining such interest rate protection agreements in relation to the Company’s access to capital markets will continue to be evaluated.  The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.  In addition, the Company believes that it has the ability to obtain funds through additional debt and equity offerings and the issuance of UPREIT Units.  As of December 31, 2012, the Company had no other material exposure to market risk.

 

Additional disclosure about market risk is incorporated herein by reference to the discussion under the heading “Results of Operations” in Item 7:  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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Table of Contents

 

Item 8.   Financial Statements and Supplementary Data

 

The financial statements and supplementary data are listed under Item 15(a) and filed as part of this report on the pages indicated.

 

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted by the Company under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the officers who certify the Company’s financial reports and to the other members of senior management and the Board.

 

The principal executive officer and principal financial officer evaluated, as of December 31, 2012, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and have determined that such disclosure controls and procedures are effective.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with the United States of America generally accepted accounting principles.

 

Under the supervision and with the participation of management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on its evaluation under that framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.  In addition, management has not identified any material weaknesses in the Company’s internal controls.

 

Attestation Report of the Registered Public Accounting Firm

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the internal controls over financial reporting that occurred during the fourth quarter of the year ended December 31, 2012, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

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Table of Contents

 

PART III

 

Items 10, 11, 12, 13 and 14.             Directors, Executive Officers and Corporate Governance;  Executive Compensation;  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters;  Certain Relationships and Related Transactions, and Director Independence; and Principal Accounting Fees and Services

 

The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to the Company’s Proxy Statement to be issued in connection with the Annual Meeting of Stockholders of the Company to be held on April 30, 2013.  The proxy statement will be filed within 120 days after the end of the Company’s last fiscal year.

 

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Table of Contents

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) 1 and (a) 2.  Financial Statements and Schedules

 

The financial statements and schedules listed below are filed as part of this annual report on the pages indicated.

 

HOME PROPERTIES, INC.

 

Consolidated Financial Statements

 

 

Page

Report of Independent Registered Public Accounting Firm

61

 

 

Consolidated Balance Sheets as of December 31, 2012 and 2011

62

 

 

Consolidated Statements of Operations for the Years Ended December 31, 2012, 2011 and 2010

63

 

 

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010

64

 

 

Consolidated Statements of Equity for the Years Ended December 31, 2012, 2011 and 2010

65

 

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010

66

 

 

Notes to Consolidated Financial Statements

67

 

 

Schedule II:

 

Valuation and Qualifying Accounts

99

 

 

Schedule III:

 

Real Estate and Accumulated Depreciation

100

 

 

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

 

 

(a) 3. Exhibits

 

 

 

See Exhibit Index.

105

 

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Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of Home Properties, Inc.:

 

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) present fairly, in all material respects, the financial position of Home Properties, Inc. and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ PricewaterhouseCoopers LLP

 

Boston, Massachusetts

 

February 22, 2013

 

 

61



Table of Contents

 

HOME PROPERTIES, INC.

 

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2012 and 2011

(Dollars in thousands, except per share data)

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Real estate:

 

 

 

 

 

Land

 

$

791,604

 

$

721,542

 

Construction in progress

 

83,241

 

64,201

 

Buildings, improvements and equipment

 

4,580,381

 

4,256,581

 

 

 

5,455,226

 

5,042,324

 

Less: accumulated depreciation

 

(1,108,840

)

(983,759

)

Real estate, net

 

4,346,386

 

4,058,565

 

Cash and cash equivalents

 

21,092

 

8,297

 

Cash in escrows

 

26,971

 

32,604

 

Accounts receivable, net

 

13,406

 

12,142

 

Prepaid expenses

 

19,504

 

15,994

 

Deferred charges, net

 

13,429

 

16,322

 

Other assets

 

10,704

 

9,282

 

Total assets

 

$

4,451,492

 

$

4,153,206

 

LIABILITIES AND EQUITY

 

 

 

 

 

Mortgage notes payable

 

$

2,165,027

 

$

2,260,836

 

Unsecured notes payable

 

450,000

 

400,000

 

Unsecured line of credit

 

162,500

 

2,500

 

Accounts payable

 

22,691

 

20,953

 

Accrued interest payable

 

9,974

 

10,286

 

Accrued expenses and other liabilities

 

33,887

 

29,474

 

Security deposits

 

19,146

 

19,513

 

Total liabilities

 

2,863,225

 

2,743,562

 

Commitments and contingencies

 

 

 

 

 

Equity:

 

 

 

 

 

Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding

 

 

 

Common stock, $0.01 par value; 80,000,000 shares authorized; 51,508,142 and 48,321,305 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively

 

515

 

483

 

Excess stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding

 

 

 

Additional paid-in capital

 

1,709,919

 

1,545,563

 

Distributions in excess of accumulated earnings

 

(388,397

)

(392,378

)

Accumulated other comprehensive income (loss)

 

(1,069

)

 

Total common stockholders’ equity

 

1,320,968

 

1,153,668

 

Noncontrolling interest

 

267,299

 

255,976

 

Total equity

 

1,588,267

 

1,409,644

 

Total liabilities and equity

 

$

4,451,492

 

$

4,153,206

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

62



Table of Contents

 

HOME PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Dollars in thousands, except per share data)

 

 

 

2012

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

Rental income

 

$

591,933

 

$

515,780

 

$

457,819

 

Property other income

 

52,105

 

45,621

 

40,864

 

Other income

 

310

 

155

 

106

 

Total revenues

 

644,348

 

561,556

 

498,789

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

Operating and maintenance

 

235,040

 

217,069

 

203,421

 

General and administrative

 

34,174

 

29,145

 

25,138

 

Interest

 

125,809

 

127,618

 

120,652

 

Depreciation and amortization

 

165,642

 

140,713

 

122,772

 

Other expenses

 

2,741

 

3,225

 

2,871

 

Total expenses

 

563,406

 

517,770

 

474,854

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

80,942

 

43,786

 

23,935

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operations

 

2,148

 

3,878

 

2,396

 

Gain (loss) on disposition of property

 

80,532

 

 

(13

)

Discontinued operations

 

82,680

 

3,878

 

2,383

 

 

 

 

 

 

 

 

 

Net income

 

163,622

 

47,664

 

26,318

 

Net income attributable to noncontrolling interest

 

(28,320

)

(9,808

)

(6,237

)

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

135,302

 

$

37,856

 

$

20,081

 

 

 

 

 

 

 

 

 

Basic earnings per share data:

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.34

 

$

0.83

 

$

0.50

 

Discontinued operations

 

1.38

 

0.07

 

0.05

 

Net income attributable to common stockholders

 

$

2.72

 

$

0.90

 

$

0.55

 

 

 

 

 

 

 

 

 

Diluted earnings per share data:

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.33

 

$

0.82

 

$

0.49

 

Discontinued operations

 

1.36

 

0.07

 

0.05

 

Net income attributable to common stockholders

 

$

2.69

 

$

0.89

 

$

0.54

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

Basic

 

49,744,636

 

41,860,139

 

36,682,191

 

Diluted

 

50,382,636

 

42,545,082

 

37,169,886

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

63



Table of Contents

 

HOME PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Dollars in thousands)

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Net income

 

$

163,622

 

$

47,664

 

$

26,318

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

Unrealized gain (loss) on interest rate swap agreements

 

(1,296

)

 

 

Other comprehensive income (loss)

 

(1,296

)

 

 

Comprehensive income

 

162,326

 

47,664

 

26,318

 

Net income attributable to noncontrolling interest

 

(28,320

)

(9,808

)

(6,237

)

Other comprehensive (income) loss attributable to noncontrolling interest

 

227

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income attributable to common stockholders

 

$

134,233

 

$

37,856

 

$

20,081

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

64



Table of Contents

 

HOME PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Distributions

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Additional

 

in Excess of

 

Other

 

Non-

 

 

 

 

 

Common Stock

 

Paid-In

 

Accumulated

 

Comprehensive

 

controlling

 

 

 

 

 

Shares

 

Amount

 

Capital

 

Earnings

 

Income (Loss)

 

Interest

 

Total

 

Balance, December 31, 2009

 

34,655,428

 

$

347

 

$

922,078

 

$

(261,313

)

$

0

 

$

226,962

 

$

888,074

 

Net income

 

 

 

 

20,081

 

 

6,237

 

26,318

 

Issuance of common stock, net

 

2,827,856

 

28

 

123,728

 

 

 

 

123,756

 

Stock-based compensation

 

6,206

 

 

7,647

 

 

 

 

7,647

 

Repurchase of common stock

 

(68,265

)

(1

)

(3,273

)

 

 

 

(3,274

)

Conversion of UPREIT Units for common stock

 

528,004

 

5

 

10,229

 

 

 

(10,234

)

0

 

Issuance of UPREIT Units associated with property acquisition

 

 

 

 

 

 

4,845

 

4,845

 

Adjustment of noncontrolling interest

 

 

 

(13,084

)

 

 

13,084

 

0

 

Dividends and distributions paid

 

 

 

 

(85,579

)

 

(26,653

)

(112,232

)

Balance, December 31, 2010

 

37,949,229

 

$

379

 

$

1,047,325

 

$

(326,811

)

$

0

 

$

214,241

 

$

935,134

 

Net income

 

 

 

 

37,856

 

 

9,808

 

47,664

 

Issuance of common stock, net

 

3,881,833

 

39

 

216,564

 

 

 

 

216,603

 

Issuance of common stock through public offering, net

 

6,000,000

 

60

 

336,700

 

 

 

 

336,760

 

Stock-based compensation

 

21,457

 

 

10,105

 

 

 

 

10,105

 

Repurchase of common stock

 

(96,723

)

(1

)

(5,769

)

 

 

 

(5,770

)

Conversion of UPREIT Units for common stock

 

565,509

 

6

 

11,393

 

 

 

(11,399

)

0

 

Adjustment of noncontrolling interest

 

 

 

(70,755

)

 

 

70,755

 

0

 

Dividends and distributions paid

 

 

 

 

(103,423

)

 

(27,429

)

(130,852

)

Balance, December 31, 2011

 

48,321,305

 

$

483

 

$

1,545,563

 

$

(392,378

)

$

0

 

$

255,976

 

$

1,409,644

 

Net income

 

 

 

 

135,302

 

 

28,320

 

163,622

 

Unrealized gain (loss) on interest rate swap agreements

 

 

 

 

 

(1,069

)

(227

)

(1,296

)

Issuance of common stock, net

 

2,966,742

 

30

 

165,938

 

 

 

 

165,968

 

Stock-based compensation

 

4,199

 

 

13,923

 

 

 

 

13,923

 

Repurchase of common stock

 

(68,284

)

(1

)

(4,244

)

 

 

 

(4,245

)

Conversion of UPREIT Units for common stock

 

284,180

 

3

 

6,896

 

 

 

(6,899

)

0

 

Adjustment of noncontrolling interest

 

 

 

(18,157

)

 

 

18,157

 

0

 

Dividends and distributions paid

 

 

 

 

(131,321

)

 

(28,028

)

(159,349

)

Balance, December 31, 2012

 

51,508,142

 

$

515

 

$

1,709,919

 

$

(388,397

)

$

(1,069

)

$

267,299

 

$

1,588,267

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HOME PROPERTIES, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Dollars in thousands)

 

 

 

2012

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

163,622

 

$

47,664

 

$

26,318

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

172,558

 

148,630

 

132,215

 

Amortization of senior note debt discount

 

 

1,782

 

2,082

 

Accreted debt discount on repurchase of exchangeable senior notes

 

 

(9,765

)

 

Loss (gain) on disposition of property

 

(80,532

)

 

13

 

Stock-based compensation

 

13,923

 

10,105

 

7,647

 

Carrying amount of assets and liabilities disposed in connection with sale of general partnership interest

 

 

 

(1,728

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

Cash in escrows, net

 

1,881

 

813

 

(4,087

)

Other assets

 

(8,250

)

(296

)

(2,823

)

Accounts payable and accrued liabilities

 

4,378

 

(1,228

)

382

 

Total adjustments

 

103,958

 

150,041

 

133,701

 

Net cash provided by operating activities

 

267,580

 

197,705

 

160,019

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of properties, net of mortgage notes assumed and UPREIT Units issued

 

(289,759

)

(498,558

)

(186,284

)

Purchase of land for development

 

 

(12,750

)

 

Capital improvements to properties including redevelopment

 

(164,987

)

(126,786

)

(97,590

)

Additions to construction in progress

 

(61,806

)

(32,038

)

(45,981

)

Additions to predevelopment

 

(535

)

(1,310

)

 

Proceeds from (payments for) sale of properties, net

 

149,783

 

5,426

 

(13

)

Proceeds from notes receivable

 

 

1,015

 

 

Purchase of notes receivable

 

 

 

(1,433

)

Withdrawals from (additions to) cash held in escrow, net

 

1,301

 

658

 

(3,238

)

Net cash used in investing activities

 

(366,003

)

(664,343

)

(334,539

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from sale of common stock, net

 

165,968

 

216,603

 

123,756

 

Proceeds from issuance of common stock through public offering, net

 

 

336,760

 

 

Repurchase of common stock

 

(4,245

)

(5,770

)

(3,274

)

Proceeds from mortgage notes payable

 

 

 

628,154

 

Payments of mortgage notes payable

 

(103,197

)

(163,395

)

(456,192

)

Proceeds from unsecured notes payable

 

150,000

 

400,000

 

 

Payments on unsecured notes payable

 

(100,000

)

 

 

Payment for repurchase of exchangeable senior notes

 

 

(130,235

)

 

Proceeds from unsecured line of credit

 

524,000

 

522,000

 

449,000

 

Payments on unsecured line of credit

 

(364,000

)

(576,000

)

(446,000

)

Proceeds from unsecured term loan

 

 

135,000

 

 

Payments on unsecured term loan

 

 

(135,000

)

 

Payments of deferred loan costs, net

 

(410

)

(4,953

)

(6,324

)

Withdrawals from (additions to) cash held in escrow, net

 

2,451

 

(5

)

(395

)

Dividends and distributions paid

 

(159,349

)

(130,852

)

(112,232

)

Net cash provided by financing activities

 

111,218

 

464,153

 

176,493

 

Net increase (decrease) in cash and cash equivalents

 

12,795

 

(2,485

)

1,973

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Beginning of year

 

8,297

 

10,782

 

8,809

 

End of year

 

$

21,092

 

$

8,297

 

$

10,782

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

1              ORGANIZATION AND BASIS OF PRESENTATION

 

Organization

 

Home Properties, Inc. (the “Company”) was formed in November 1993, as a Maryland corporation and is engaged in the ownership, management, acquisition, rehabilitation and development of residential apartment communities primarily in selected Northeast and Mid-Atlantic regions of the United States.  The Company completed an initial public offering of 5,408,000 shares of common stock on August 4, 1994 and is traded on the New York Stock Exchange (“NYSE”) under the symbol “HME”.  The Company is included in Standard & Poor’s MidCap 400 Index.

 

The Company conducts its business through Home Properties, L.P. (the “Operating Partnership”), a New York limited partnership.  As of December 31, 2012, the Company owned and operated 121 apartment communities with 42,635 apartments.

 

Basis of Presentation

 

The accompanying consolidated financial statements include the accounts of the Company and its ownership of 83.2% of the limited partnership units in the Operating Partnership (“UPREIT Units”) at December 31, 2012 (81.8% at December 31, 2011).  The remaining 16.8% is included as noncontrolling interest in these consolidated financial statements at December 31, 2012 (18.2% at December 31, 2011).  The Company periodically adjusts the carrying value of noncontrolling interest to reflect its share of the book value of the Operating Partnership.  Such adjustments are recorded to additional paid in capital as a reallocation of noncontrolling interest in the accompanying consolidated statements of equity.  The Company owns a 1.0% general partner interest in the Operating Partnership and the remainder indirectly as a limited partner through its wholly owned subsidiary, Home Properties I, LLC, which owns 100% of Home Properties Trust, which is the limited partner.  Home Properties Trust was formed in September 1997, as a Maryland real estate trust and as a qualified REIT subsidiary (“QRS”), and owns the Company’s share of the limited partner interests in the Operating Partnership.

 

The accompanying consolidated financial statements include the accounts of Home Properties Resident Services, Inc. (“HPRS”).  HPRS is a wholly owned subsidiary of the Company.  All significant inter-company balances and transactions have been eliminated in these consolidated financial statements.

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Real Estate

 

Real estate is recorded at cost.  Costs related to the development, construction and improvement of properties are capitalized.  Recurring capital replacements typically include carpeting and tile, appliances, HVAC equipment, new roofs, site improvements and various exterior building improvements.  Non-recurring upgrades include, among other items, community centers, new windows, kitchens and bathrooms.  Costs incurred on a lease turnover due to normal wear and tear by the resident are expensed on the turn.  Ordinary repairs and maintenance that do not extend the life of the asset are expensed as incurred.  When retired or otherwise disposed of, the related asset cost and accumulated depreciation are cleared from the respective accounts and the net difference, less any amount realized from disposition, is reflected in income.

 

The Company capitalizes the payroll and associated costs of employees directly responsible for the supervision and construction of development properties, major capital and rehabilitation projects.  Interest costs for development properties, major capital projects and properties under rehabilitation are capitalized during the construction period.  These costs are reflected on the balance sheet as an increase to depreciable property.  Payroll and associated costs capitalized were $3,895, $3,028 and $3,007 for the years ended December 31, 2012, 2011 and 2010, respectively.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Real Estate (continued)

 

For development properties, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.  Costs directly related to the development of properties are capitalized.  The Company capitalizes interest, real estate taxes, insurance; and payroll including associated costs for those individuals directly responsible for and who spend all their time on development activities.  Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and capitalization must end involves a degree of judgment.  We begin the capitalization of costs during the pre-construction period which we define as activities that are necessary to the development of the property.  We consider a development property as substantially complete after major construction has ended and the property is available for occupancy.  For properties that are built in phases, we end capitalization on the portion of a property that is considered substantially complete, and we capitalize only those costs associated with the portion under construction.  These costs are reflected on the balance sheet as construction in progress.

 

The interest rate used for capitalization is the weighted average interest rate for all Company indebtedness, including amortization of debt issuance costs.  In connection with development properties, major capital projects and rehabilitation projects, there was $4,380, $5,255 and $9,384 of interest capitalized for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Management reviews its long-lived assets used in operations for impairment when, in accordance with the authoritative guidance for the accounting for the impairment or disposal of long-lived assets, there is an event or change in circumstances that indicates an impairment in value.  An asset is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value.  If such impairment is present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.  The Company records impairment losses and reduces the carrying amounts of assets held for sale when the carrying amounts exceed the estimated selling proceeds less the costs to sell.

 

The Company accounts for its acquisitions of investments in real estate in accordance with the authoritative guidance for business combinations, which requires the assets and liabilities acquired to be recognized using fair value.  Typical assets and liabilities acquired include land, building, and personal property and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, value of in-place leases and value of resident relationships, based in each case on their fair values.  Additionally, acquisition related costs are expensed in the periods in which the costs are incurred and the services are received.  The Company considers acquisitions of operating real estate assets to be businesses as that term is defined in the authoritative guidance.

 

The Company determines the fair value of the tangible assets of an acquired property (which includes the land, building, and personal property) by valuing the property as if it were vacant.  The as-if-vacant value is assigned to land, buildings, and personal property based on management’s determination of the relative fair values of these assets.

 

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease.  The capitalized above-market lease values are included in other assets and are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases.  The capitalized below-market lease values are included in accrued expenses and other liabilities and are amortized as an increase to rental income over the initial term of the respective leases.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Real Estate (continued)

 

The fair value of in-place leases is based upon the Company’s evaluation of the specific characteristics of the leases.  Factors considered in these analyses include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired.  In estimating carrying costs, management also includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods depending on the property acquired.

 

The fair value of resident relationships is based on management’s evaluation of the specific characteristics of the residential leases and the Company’s resident retention history.

 

The in-place leases and resident relationships are amortized and included in depreciation and amortization expense over a 6 month and a three year period, respectively.

 

Exchange of UPREIT Units for shares

 

Exchanges of UPREIT Units for shares of the Company’s common stock are recorded under the historical cost method with UPREIT Units acquired reflected at their book value (“exchange value”).  The exchange value of UPREIT Units is allocated to common stock and additional paid in capital.

 

There were 284,180, 565,509 and 528,004 shares of UPREIT Units exchanged for common stock, during 2012, 2011 and 2010, respectively.  The Company made adjustments within equity in the amount of $6,899, $11,399 and $10,234, during 2012, 2011 and 2010, respectively, to record the exchange value of the transactions.

 

Costs Incurred for Stock Issuances

 

Costs incurred in connection with the Company’s stock issuances are reflected as a reduction of additional paid in capital.

 

Discontinued Operations

 

The Company reports its property dispositions as discontinued operations as prescribed by the authoritative guidance.  Pursuant to the definition of a component of an entity in the authoritative guidance for discontinued operations, assuming no significant continuing involvement by the former owner after the sale, the sale of an apartment community is considered a discontinued operation.  In addition, apartment communities classified as held for sale are also considered a discontinued operation.  The Company generally considers assets to be held for sale when all significant contingencies surrounding the closing have been resolved, which often corresponds with the actual closing date.  For purposes of the discontinued operations presentation, the Company includes interest expense and losses from early extinguishment of debt associated with specific mortgage indebtedness of the properties that are considered discontinued operations.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Depreciation

 

The Company is required to make subjective assessments as to the useful lives of its properties and improvements for purposes of determining the amount of depreciation to record on an annual basis.  These assessments have a direct impact on the Company’s net income.

 

Assets are depreciated using a straight-line method over the following estimated useful lives:

 

Land improvements

 

3-20 years

Buildings and improvements

 

3-40 years

Furniture, fixtures and equipment

 

5-10 years

Computer software

 

5 years

 

Depreciation expense charged to operations was $163,024, $139,167 and $121,738 from continuing operations and $3,355, $4,105 and $4,728 from discontinued operations for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all cash and highly liquid investments purchased with original maturities of three months or less.  The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments.  The majority of the Company’s cash and cash equivalents are held at major commercial banks which at times may exceed the Federal Deposit Insurance Corporation limit of $250.  The Company has not experienced any losses to date on its invested cash.

 

Cash in Escrows

 

Cash in escrows consists of cash restricted under the terms of various loan agreements to be used for the payment of property taxes and insurance as well as required replacement reserves, resident security deposits for residential properties and occasionally funds held in escrow from tax-free exchanges.

 

Accounts Receivable and Allowance for Doubtful Receivables

 

Accounts receivable are generally comprised of amounts receivable from residents and other miscellaneous receivables from non-affiliated entities.  We evaluate the collectability of accounts receivable from residents and establish an allowance for accounts greater than 60 days past due for current residents and all receivables due from former residents, after the application of security deposits.  The allowance for doubtful resident receivables was $2,778 and $2,869 as of December 31, 2012 and 2011, respectively.

 

Deferred Charges

 

Costs relating to the financing of properties are deferred and amortized over the life of the related financing agreement.  The straight-line method, which approximates the effective interest method, is used to amortize all financing costs; such amortization is reflected as interest expense in the consolidated statements of operations, with remaining terms ranging from 2 months to 9 years.  Unamortized financing costs are written off when the financing agreement is retired before the maturity date.  Accumulated amortization was $11,050 and $8,231, as of December 31, 2012 and 2011, respectively.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Intangible Assets

 

Intangible assets of $14,300 and $12,518 at December 31, 2012 and 2011, respectively, included in other assets, consist solely of intangible assets recorded in connection with the authoritative guidance for the acquisition of real estate assets.  These intangible assets are amortized on a straight-line basis over their estimated useful lives of 6 months to 3 years.  Accumulated amortization of intangible assets was $12,797 and $10,194 as of December 31, 2012 and 2011, respectively.  Amortization expense charged to operations was $2,618, $1,547 and $1,034 from continuing operations and $0, $0 and $7 from discontinued operations for the years ended December 31, 2012, 2011 and 2010, respectively.  The carrying value of intangible assets is periodically reviewed by the Company and impairments are recognized when the expected future operating cash flows derived from such intangible assets are less than their carrying value.

 

Insurance Reserves

 

The Company has self insured retentions and aggregates up to certain limits for general liability, workers’ compensation and property claims.  The Company relies on third-party actuaries in the development of reserve requirements.  Reserves are currently funded for the estimated cost of claims incurred, both reported and unreported.

 

Derivative Instruments and Hedging Activities

 

The Company follows authoritative guidance for disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.

 

The Company records all derivatives on the balance sheet at fair value.  The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.  Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.  Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.  Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.  The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition

 

The Company leases its residential apartment units under leases with terms generally one year or less.  Rental income is recognized on a straight-line basis over the related lease term.  As a result, deferred rents receivable are created when rental income is recognized during the concession period of certain negotiated leases and amortized over the remaining term of the lease. In accordance with the authoritative guidance for business combinations, the Company recognizes rental revenue of acquired in-place “above and below” market leases at their fair value over the weighted average remaining lease term.  Property other income, which consists primarily of income from operation of laundry facilities, utility recovery, administrative fees, garage and carport rentals and miscellaneous charges to residents, is recognized when earned (when the services are provided, or when the resident incurs the charge).

 

Other Income

 

Other income for the years ended December 31, 2012, 2011 and 2010 is primarily comprised of other real estate service fees.

 

Other Expenses

 

Other expenses for the years ended December 31, 2012, 2011 and 2010 are the transaction costs from the apartment communities acquired during 2012, 2011 and 2010 that were expensed according to authoritative guidance for business combinations.  These costs, which are primarily transfer taxes and title fees, represent 0.90%, 0.64% and 0.85% of the total purchase price of the apartment communities acquired during 2012, 2011 and 2010, respectively.

 

Gain on Real Estate Sales

 

Gain on disposition of properties is recognized using the full accrual method in accordance with the authoritative guidance, provided that various criteria relating to the terms of sale and any subsequent involvement by the Company with the properties sold are met.

 

Advertising

 

Advertising expenses are charged to operations during the year in which they are incurred.  Advertising expenses incurred and charged to operations were $5,304, $4,665 and $4,417 from continuing operations, and $151, $191 and $189 from discontinued operations, for the years ended December 31, 2012, 2011 and 2010, respectively.

 

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Table of Contents

 

HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Federal Income Taxes

 

The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 1994. As a result, the Company generally is not subject to federal or state income taxation at the corporate level to the extent it distributes annually at least 90% of its REIT taxable income to its shareholders and satisfies certain other requirements.  For the years ended December 31, 2012, 2011 and 2010, the Company distributed in excess of 100% of its taxable income; accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.  Stockholders of the Company are taxed on dividends and must report distributions from the Company as either ordinary income, capital gains, or as return of capital; as more fully described in Note 12.

 

The Company follows the authoritative guidance for accounting for uncertainty in income taxes which addresses the recognition and measurement of assets and liabilities associated with tax positions taken or expected to be taken in a tax return.  The Company reviewed its potential uncertain tax positions and made no adjustments to its existing financial and tax accounting treatment for all periods presented.  The authoritative guidance also requires a public enterprise to disclose the aggregate difference in the basis of its net assets for financial and tax reporting purposes.  The tax basis of assets is less than the amounts reported in the accompanying consolidated financial statements by approximately $483,031 and $420,930 at December 31, 2012 and 2011, respectively.

 

The following table reconciles net income to taxable income for the years ended December 31, 2012, 2011 and 2010:

 

 

 

2012

 

2011

 

2010

 

 

 

(Estimate)

 

(Actual)

 

(Actual)

 

Net income

 

$

163,622

 

$

47,664

 

$

26,318

 

Net income attributable to noncontrolling interest

 

(28,320

)

(9,808

)

(6,237

)

Net loss of taxable REIT Subsidiary included in net income

 

5

 

4

 

54

 

Net loss of taxable VIE, including impairment of real property

 

 

 

821

 

Net income from REIT operations

 

135,307

 

37,860

 

20,956

 

Book to tax differences:

 

 

 

 

 

 

 

Book depreciation and amortization

 

139,067

 

114,138

 

96,153

 

Tax depreciation and amortization

 

(143,893

)

(117,822

)

(96,158

)

Gains/losses from capital transactions

 

(62,507

)

(22

)

(86

)

Carrying value of mortgages

 

(784

)

(575

)

(322

)

Equity compensation

 

(857

)

(3,928

)

(1,770

)

Amortization of debt discount

 

 

1,409

 

1,586

 

Property acquisition costs

 

2,210

 

2,551

 

2,188

 

Other, net

 

(1,934

)

1,912

 

1,609

 

Adjusted taxable income subject to 90% REIT dividend requirement

 

$

66,609

 

$

35,523

 

$

24,156

 

 

The Company made actual distributions in excess of 100% of taxable income before capital gains.  All adjustments to net income from REIT operations are net of amounts attributable to noncontrolling interest and the taxable REIT subsidiary, HPRS.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

2              SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Federal Income Taxes (continued)

 

Included in total assets on the consolidated balance sheets are deferred tax assets of $13,168 and $13,185 as of December 31, 2012 and 2011, respectively.  The deferred tax assets were a result of the net losses associated with the affordable property portfolio sales during 2004 and 2003.  Management does not believe it is more likely than not that these deferred assets will be used, and accordingly has recorded a reserve against the deferred tax assets of $13,168 and $13,185 for the years ended December 31, 2012 and 2011, respectively.  The deferred tax assets are associated with HPRS which performed certain residential and development activities of the Company.  HPRS historically provided commercial management services and provided loan advances to affordable housing entities owned through general partnership interests.  As these activities are no longer provided, Management does not currently believe there is a source for future material taxable earnings for HPRS that would give rise to value for the deferred tax assets.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

3              RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS

 

Recently Adopted Accounting Standards

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 clarifies some existing concepts, eliminates wording differences between GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changes some principles to achieve convergence between GAAP and IFRS.  ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS.  ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs.  ASU 2011-04 became effective for the Company on January 1, 2012. The Company’s adoption of this authoritative guidance did not have any impact on its operating results or financial position.

 

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity.  In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05, which deferred the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement.  Both ASU 2011-05 and ASU 2011-12 became effective for the Company on January 1, 2012.  The Company’s adoption of this authoritative guidance did not have a material impact on its operating results or financial position.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

3              RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING STANDARDS (continued)

 

Recently Issued Accounting Standards

 

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires an entity to present information about reclassification adjustments from accumulated other comprehensive income in their interim and annual financial statements in a single note or on the face of the financial statements.  ASU 2013-02 will be effective for the Company on January 1, 2013.  The Company’s adoption of this authoritative guidance is not expected to have a material impact on its operating results or financial position.

 

4              VARIABLE INTEREST ENTITIES

 

On October 13, 2010, the Company sold its general partnership interest in its one remaining variable interest entity (“VIE”).  Previously, the VIE was consolidated in accordance with authoritative guidance for consolidation of VIE’s.  The consideration for the sale included the assumption of the existing $15,762 non-recourse loan.  The sale was recorded in the fourth quarter of 2010, generating other income of $669, which was included in income from discontinued operations, and is the difference between the consideration received of $50 and the carrying value of the net assets and liabilities of $1,728, less sale related expenses of $1,109, which included payments to the limited partners of $800.

 

Through October 12, 2010, the Company was the general partner in the VIE which was initially syndicated using low income housing tax credits under Section 42 of the Internal Revenue Code.  As general partner, the Company managed the day-to-day operations of the partnership for a management fee.  In addition, the Company had an operating deficit guarantee and an approximate $3,000 tax credit guarantee to the limited partners of that partnership.  As a result of the sale, the Company no longer manages the day-to-day operations and the tax credit guarantee was reduced to approximately a $3,000 secondary guarantee through 2015, with the new general partner assuming the management of operations and primary tax credit guarantee.  The VIE is included in discontinued operations within the consolidated statements of operations for the year ended December 31, 2010.

 

5              ACQUISITIONS AND DEVELOPMENT

 

Property Acquisitions

 

During the years ended December 31, 2012 and 2011, the Company acquired the communities listed below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of

 

 

 

 

 

Date

 

Year

 

Number

 

Cost of

 

Acquisition

 

Apartment Community

 

Region

 

Acquired

 

Constructed

 

of Units

 

Acquisition

 

Per Unit

 

Hunters Glen

 

Suburban D.C.

 

4/19/2011

 

1984

 

108

 

$

7,000

 

$

65

 

Waterview

 

Philadelphia

 

7/14/2011

 

1968

 

203

 

$

24,600

 

$

121

 

The Commons at Haynes Farm

 

Boston

 

7/15/2011

 

1991

 

302

 

$

40,500

 

$

134

 

The Apts at Cambridge Court

 

Baltimore

 

8/23/2011

 

1999-2002

 

544

 

$

90,400

 

$

166

 

Somerset Park

 

Suburban D.C.

 

10/11/2011

 

2006

 

108

 

$

20,250

 

$

188

 

Newport Village

 

Suburban D.C.

 

10/17/2011

 

1969

 

937

 

$

205,000

 

$

219

 

The Courts at Dulles

 

Suburban D.C.

 

11/30/2011

 

2000

 

411

 

$

92,750

 

$

226

 

The Gates of Deer Grove

 

Chicago

 

12/15/2011

 

1974

 

204

 

$

20,200

 

$

99

 

The Manor East

 

Suburban D.C.

 

5/11/2012

 

1964

 

164

 

$

16,200

 

$

99

 

Woodway at Trinity Centre

 

Suburban D.C.

 

5/17/2012

 

1997

 

504

 

$

96,000

 

$

190

 

Howard Crossing

 

Baltimore

 

6/28/2012

 

1968-1975

 

1,350

 

$

186,000

 

$

138

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

5              ACQUISITIONS AND DEVELOPMENT (continued)

 

Property Acquisitions (continued)

 

All of the 2012 and 2011 acquired apartment communities were recorded at fair value which approximated actual purchase price.  None of the acquisitions were subject to bargain purchase options or resulted in goodwill being recorded.  In connection with these acquisitions, closing costs of $2,741 and $3,225 were incurred and are included in other expenses for the years ended December 31, 2012 and 2011, respectively.

 

Included in the consolidated statements of income for the years ended December 31, 2012 and 2011, are total revenues of $63,873 and $12,386, respectively, and net income attributable to common shareholders of $19,094 and $3,054, respectively, since the respective date of acquisition through December 31, 2012 for the 2012 and 2011 acquired apartment communities.

 

Pro Forma Information

 

The following unaudited pro forma information was prepared as if the 2012 and 2011 transactions related to the acquisition of apartment communities occurred as of January 1 of the preceding year.  The pro forma financial information is based upon the historical consolidated financial statements of the Company and the acquired communities, and is not necessarily indicative of the consolidated results which actually would have occurred if the transactions had been consummated at January 1, 2011, nor does it purport to represent the results of operations for future periods.  Adjustments to the pro forma financial information for the years ended December 31, 2012 and 2011 consist principally of providing net operating activity and recording interest, depreciation and amortization from January 1, 2011 to the acquisition date as appropriate.  Acquisition related costs in the amount of $2,741 were excluded from the 2012 Pro forma net income attributable to common stockholders.  An adjustment was made to include these costs in the 2011 Pro forma net income attributable to common stockholders.

 

 

 

2012
(Unaudited)

 

2011
(Unaudited)

 

Pro forma total revenues

 

$

656,624

 

$

621,755

 

Pro forma net income attributable to common stockholders

 

139,698

 

40,481

 

 

 

 

 

 

 

Pro forma earnings per common share:

 

 

 

 

 

Basic

 

$

2.81

 

$

0.97

 

Diluted

 

2.77

 

0.95

 

 

Development

 

During 2012, the Company completed construction at The Apartments at Cobblestone Square located in Fredericksburg, Virginia, consisting of eight, four-story buildings and a refurbished rail depot, for a total of 314 apartment units.  The total cost for this community was $48,609 for an average cost per apartment unit of $155.

 

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(Dollars in thousands, except per share data)

 

5              ACQUISITIONS AND DEVELOPMENT (continued)

 

Development (continued)

 

During the fourth quarter of 2011, the Company started construction on Eleven55 Ripley, located in Silver Spring, Maryland, consisting of two buildings, a 21 story high-rise and a 5 story mid-rise, for a total of 379 apartment units.  Construction is expected to be completed in the first quarter of 2014 with initial occupancy in the third quarter of 2013.  The construction in progress for this development was $62,502 as of December 31, 2012.

 

During the second quarter of 2012, the Company started construction on The Courts at Spring Mill Station, located in Conshohocken, Pennsylvania, a suburb of Philadelphia. The mid-rise project, consisting of two buildings, will have a total of 385 apartment units.  Construction is expected to be completed in the second half of 2014 with initial occupancy in the first quarter of 2014.  The construction in progress for this development was $20,739 as of December 31, 2012.

 

Redevelopment

 

The Company has one project under redevelopment.  Arbor Park, located in Alexandria, Virginia, has 851 garden apartments in fifty-two buildings built in 1967.  The Company plans to extensively renovate all of the units over several years on a building by building basis.  As of December 31, 2012, there were five buildings with 90 units under renovation and twenty-six buildings with 391 units completed and 290 units occupied.  As of December 31, 2012, the Company has incurred costs of $14,006 for the renovation which is included in buildings, improvements and equipment.  The entire project is expected to be completed in 2014.

 

The Company has one project in the pre-redevelopment phase.  Falkland Chase, located in Silver Spring, Maryland, currently has 450 garden apartments constructed between 1936 and 1939.  The Company has obtained the necessary approvals to redevelop the North parcel which allows for an increase of units from 182 to approximately 1,185 units.  The cost associated with this project was $4,762 as of December 31, 2012 and is included in other assets.

 

Acquisition of Notes Receivable

 

On September 22, 2010, the Company purchased two non-performing mortgage notes from a community bank for $1,433 in an arm’s length transaction.  Both notes were in default.  They were purchased at face value plus accrued interest and late fees and were collateralized by real property.  One of the notes, originally purchased by the Company for $1,015, was repaid in its entirety on January 28, 2011.  The second note was purchased for $418 and was collateralized by vacant land.  On December 3, 2012, the Company completed foreclosure on the remaining note and took ownership of a parcel of vacant land located in Wall Township, NJ.  The total cost of the parcel, including legal fees, is $608 and is included in land as of December 31, 2012.

 

6              MORTGAGE NOTES PAYABLE

 

The Company’s mortgage notes payable are summarized as follows:

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Fixed rate mortgage notes payable

 

$

1,967,026

 

$

2,058,724

 

Variable rate mortgage notes payable

 

198,001

 

202,112

 

Mortgage notes payable

 

$

2,165,027

 

$

2,260,836

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

6              MORTGAGE NOTES PAYABLE (continued)

 

For 2012 and 2011, mortgage notes payable are collateralized by certain apartment communities as detailed in Schedule III.  The mortgage notes payable outstanding as of December 31, 2012 mature at various dates from 2013 through 2030, with a weighted average remaining term of approximately five years.  The weighted average interest rate of the Company’s fixed rate notes was 5.30% and 5.34% at December 31, 2012 and 2011, respectively.  The weighted average interest rate of the Company’s variable rate notes was 2.77% and 2.98% at December 31, 2012 and 2011, respectively.

 

Principal payments on the mortgage notes payable for years subsequent to December 31, 2012 are as follows:

 

2013

 

$

224,607

 

2014

 

106,377

 

2015

 

276,400

 

2016

 

345,791

 

2017

 

276,684

 

Thereafter

 

935,168

 

 

 

$

2,165,027

 

 

Prepayment penalties of $2,202, $13 and $190 were incurred for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in interest expense.  Included in the 2012 prepayment penalties of $2,202, are penalties of $2,115 which were incurred in connection with the sale of property and are included in discontinued operations.

 

Deferred financing costs of $45, $72 and $340 were written off for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in interest expense.  For 2010, deferred financing costs written off of $216 were incurred in connection with the deconsolidation of the VIE and are included in discontinued operations.  For 2012, deferred financing costs written off of $42 were incurred in connection with the sale of property and are included in discontinued operations.  For 2012, 2011 and 2010, deferred financing costs written off of $3, $72 and $124, respectively, were incurred in connection with the repayment of mortgages and are included in interest expense from continuing operations.

 

7              UNSECURED NOTES PAYABLE

 

Unsecured Term Loan

 

In December 2011, the Company entered into a five-year unsecured term loan for $250,000 with M&T Bank as lead bank, and ten other participating lenders.  The loan bears monthly interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  On July 19, 2012, the Company entered into interest rate swap agreements that effectively convert the variable LIBOR portion of this loan to a fixed rate of 0.685%, as more fully described in Note 11.  As of December 31, 2012, based on the Company’s leverage ratio, the spread was 1.30%, and the one-month LIBOR was swapped at 0.685%; resulting in an effective rate of 1.99% for the Company.  The loan has covenants that align with the unsecured line of credit facility.  The Company was in compliance with these financial covenants for all periods presented.

 

Unsecured Demand Note

 

On June 27, 2012, the Company entered into a loan agreement with M&T Bank with a maximum principal amount of $100,000 and monthly interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  The Company borrowed the maximum amount of $100,000.  Proceeds from this demand note were utilized to partially fund the purchase of a 1,350 unit apartment community on June 28, 2012.  During the fourth quarter, 2012, the Company repaid the $100,000 balance on the note from property disposition proceeds.

 

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(Dollars in thousands, except per share data)

 

7              UNSECURED NOTES PAYABLE (continued)

 

Unsecured Senior Notes

 

In December 2011, the Company issued $150,000 of unsecured senior notes.  The notes were offered in a private placement in two series: Series A: $90,000 with a seven-year term due December 19, 2018 at a fixed interest rate of 4.46% (“Series A”); and, Series B: $60,000 with a ten-year term due December 19, 2021 at a fixed interest rate of 5.00% (“Series B”).

 

On June 27, 2012, the Company issued another private placement note in the amount of $50,000 with a seven-year term, a fixed rate of 4.16% and a June 27, 2019 due date.  The proceeds from this note were used to partially fund the purchase of a 1,350 unit apartment community on June 28, 2012.

 

The unsecured senior notes are subject to various covenants and maintenance of certain financial ratios.  Although the covenants of the notes do not duplicate all the covenants of the unsecured line of credit facility, any covenants applicable to both the notes and the line are identical. The Company was in compliance with these financial covenants for all periods presented.

 

8              EXCHANGEABLE SENIOR NOTES

 

In October 2006, the Company issued $200,000 principal amount of exchangeable senior notes (“Senior Notes”) under an Indenture, with a coupon rate of 4.125%.  In the fourth quarter of 2008, the Company repurchased $60,000 principal amount of the Senior Notes, leaving $140,000 outstanding.  The Senior Notes were exchangeable into cash equal to the principal amount of the notes and, at the Company’s option, cash or common stock for the exchange value, to the extent that the market price of common stock exceeded the initial exchange price of $73.34 per share, subject to adjustment and generally not redeemable by the Company until November 1, 2011.  Prior to the maturity date of November 1, 2026, holders of the Senior Notes had the right to require the Company to repurchase the notes on November 1, 2011, 2016 and 2021, and the occurrence of certain events.

 

On November 1, 2011, the Company repurchased at face value $135,000 of the Senior Notes, plus accrued interest of $2,784, that were presented by the holders for repurchase in accordance with the Indenture.  On December 21, 2011 the remaining outstanding balance of $5,000 principal amount of the Senior Notes was repurchased by the Company, at face value plus accrued interest of $29, at the Company’s option in accordance with the Indenture.  There were no outstanding Senior Notes as of December 31, 2012 or 2011.

 

The following table provides additional information about the Senior Notes for the years ended December 31, 2011 and 2010:

 

 

 

2011

 

2010

 

Coupon interest

 

$

4,835

 

$

5,775

 

Issuance cost amortization

 

456

 

547

 

Discount amortization

 

1,782

 

2,082

 

Total interest expense

 

$

7,073

 

$

8,404

 

 

The effective interest rate was 5.75% for the years ended 2011 and 2010.  The conversion price per share, as adjusted, was $72.87 for the year ended 2010 and as of the November 1, 2011 and December 21, 2011 repurchase dates.

 

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(Dollars in thousands, except per share data)

 

9              UNSECURED LINE OF CREDIT

 

On December 9, 2011, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for a $275,000 revolving credit facility with an initial maturity date of December 8, 2015 and a one-year extension at the Company’s option.  The Credit Agreement amended its prior $175,000 facility, which was scheduled to expire on August 31, 2012, not including a one-year extension at the Company’s option.  The Credit Agreement is with M&T Bank and U.S. Bank National Association as joint lead arrangers, M&T Bank as administrative agent and nine other commercial banks as participants.  The Company had $162,500 outstanding under the credit facility on December 31, 2012.  Borrowings under the line of credit bear interest at a variable rate based on LIBOR, plus a spread from 1.00% to 2.00% based on the Company’s leverage ratio.  As of December 31, 2012, based on the Company’s leverage ratio, the LIBOR margin was 1.30%, and the one-month LIBOR was 0.25%; resulting in an effective rate of 1.55% for the Company.

 

The Credit Agreement requires the Company to maintain certain financial ratios and measurements including a limitation on outstanding indebtedness and a minimum interest coverage ratio.  The Company was in compliance with these financial covenants for all periods presented.

 

The Credit Agreement also provides the ability to issue up to $20,000 in letters of credit.  While the issuance of letters of credit does not increase borrowings outstanding under the line of credit, it does reduce the amount available.  At December 31, 2012, the Company had outstanding letters of credit of $16,432 and the amount available on the credit facility was $96,068.

 

10                                  FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Financial Instruments Carried at Fair Value

 

The fair value of interest rate swaps, which are more fully described in Note 11, are determined using the market standard of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).  The variable cash payments (or receipts) are based on an expectation of future interest rate forward curves derived from observable market interest rate curves (level 2 inputs, as defined by the authoritative guidance).  The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.  The Company has determined that the significant inputs used in this model are observable in active markets, therefore considers the interest rate swap liability valuation of $1,296 at December 31, 2012 classified in level 2 of the fair value hierarchy.

 

Financial Instruments Not Carried at Fair Value

 

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes.  The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments.

 

Cash and cash equivalents, cash in escrows, accounts receivable, prepaid expenses, deferred charges, other assets, accounts payable, accrued interest payable, accrued expenses and other liabilities, except for interest rate swaps, are all carried at their face amounts, which approximate their fair values due to their relatively short-term nature and high probability of realization.

 

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10           FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)

 

Financial Instruments Not Carried at Fair Value (continued)

 

The Company determined the fair value of its mortgage notes payable, unsecured term loan, unsecured senior notes and unsecured line of credit facility using a discounted future cash flow technique that incorporates observable market-based inputs, including a market interest yield curve with adjustments for duration, loan to value (level 2 inputs), and risk profile (level 3 inputs).  In determining the market interest yield curve, the Company considered its BBB credit rating (level 2 inputs).  The Company has determined that the significant inputs used in this model are observable in active markets, therefore considers the valuation classified in level 2 of the fair value hierarchy.  At December 31, 2012 and December 31, 2011, the fair value of the Company’s total debt, consisting of the mortgage notes, the unsecured term loan, unsecured senior notes and unsecured line of credit, amounted to a liability of $2,968,865 and $2,826,006, respectively, compared to its carrying amount of $2,777,527 and $2,663,336, respectively.

 

11                                  DERIVATIVE AND HEDGING ACTIVITIES

 

Risk Management Objective of Using Derivatives

 

The Company has entered into interest rate swaps to minimize significant unplanned fluctuations in earnings that can be caused by interest rate volatility.  The Company does not utilize these arrangements for trading or speculative purposes.

 

On July 19, 2012, the Company entered into interest rate swap agreements that effectively convert the one-month LIBOR portion of a $250,000 five-year variable rate unsecured term loan, due on December 8, 2016, from a variable rate of one-month LIBOR plus a spread of 1.00% to 2.00% based on the Company’s leverage ratio to a fixed rate of 0.685% plus the applicable spread.

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheets as of December 31, 2012:

 

Derivative Type

 

Balance Sheet Location

 

December 31, 2012

 

 

 

 

 

 

 

Interest rate swaps

 

Accrued expenses and other liabilities

 

$

1,296

 

 

Cash Flow Hedges of Interest Rate Risk

 

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements.  To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy.  Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

 

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(Dollars in thousands, except per share data)

 

11           DERIVATIVE AND HEDGING ACTIVITIES (continued)

 

Cash Flow Hedges of Interest Rate Risk (continued)

 

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.  During 2012, such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt.  The ineffective portion of the change in fair value of the derivatives are recognized directly in earnings.  During the year ended December 31, 2012 the Company did not record any hedge ineffectiveness.

 

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt.  The Company estimates that an additional $1,100 will be reclassified from accumulated other comprehensive income as an increase to interest expense over the next twelve months.

 

As of December 31, 2012, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

 

Interest Rate
Derivative

 

Notional Amount

 

Fixed
Interest Rate

 

Variable
Interest Rate

 

Maturity Date

 

Interest rate swap

 

$

150,000

 

0.6800

%

One-month LIBOR

 

December 8, 2016

 

Interest rate swap

 

$

100,000

 

0.6925

%

One-month LIBOR

 

December 8, 2016

 

 

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the year ended December 31, 2012:

 

 

 

2012

 

Amount of gain (loss) recognized in accumulated other comprehensive income on interest rate derivatives (effective portion)

 

$

(1,722

)

Amount of gain (loss) reclassified from accumulated other comprehensive income into income as interest expense (effective portion)

 

$

(426

)

Amount of gain (loss) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing)

 

$

 

 

The Company is exposed to credit risk in the event of non-performance by the counterparties to the swaps.  The Company minimizes this risk exposure by limiting counterparties to major banks and investment brokers who meet established credit and capital guidelines.

 

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11           DERIVATIVE AND HEDGING ACTIVITIES (continued)

 

Cash Flow Hedges of Interest Rate Risk (continued)

 

The Company has agreements with each of its derivative counterparties that provide, among other defaults, that if the Company defaults on indebtedness having an aggregate principal amount in excess of $20,000, including default where repayment of the indebtedness has not been accelerated by the lender, the counterparty could declare the Company in default on its derivative obligations.

 

As of December 31, 2012, the fair value of derivatives in a net liability position including an adjustment for nonperformance risk related to these agreements but excluding accrued interest was $1,296.  As of December 31, 2012, the Company has not posted any collateral related to these agreements and was not in breach of any agreement provisions.  If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value of $1,345 at December 31, 2012.

 

12           STOCKHOLDERS’ EQUITY

 

Common Stock

 

In 1997, the Company’s Board of Directors approved a stock repurchase program under which the Company may repurchase shares of its outstanding common stock and UPREIT Units (“Company Program”).  The shares and units may be repurchased through open market or privately negotiated transactions at the discretion of Company management.  The Board’s action did not establish a target price or a specific timetable for repurchase.  At December 31, 2012 the Company had authorization to repurchase 2,291,160 shares of common stock and UPREIT Units under the Company Program.  There were no repurchases in 2012, 2011 or 2010.

 

In addition, participants in the Company’s stock benefit plans can use common stock of the Company that they already own to pay all or a portion of the exercise price payable to the Company upon the exercise of an option.  In such event, the common stock used to pay the exercise price is returned to authorized but unissued status, and is deemed to have been repurchased by the Company, but does not represent repurchases under the Company Program.

 

At-The-Market Equity Offering Programs

 

On December 3, 2009, the Company initiated an “At-the-Market” (“ATM”) equity offering program through which it was authorized to sell up to 3.7 million shares of common stock (not to exceed $150,000 of gross proceeds), from time to time in ATM offerings or negotiated transactions.  The following are issuances of common stock of this program since inception through the completion of the program on May 11, 2010:

 

Period

 

Number of
Shares Sold

 

Gross
Proceeds

 

Net Proceeds

 

Average
Sales Price

 

Fourth quarter 2009

 

871,600

 

$

39,830

 

$

38,916

 

$

45.70

 

First quarter 2010

 

1,285,700

 

60,092

 

58,856

 

46.74

 

Second quarter 2010

 

1,021,400

 

50,078

 

49,273

 

49.03

 

Total

 

3,178,700

 

$

150,000

 

$

147,045

 

$

47.19

 

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

12           STOCKHOLDERS’ EQUITY (continued)

 

At-The-Market Equity Offering Programs (continued)

 

On September 17, 2010, the Company initiated an At-The-Market (“ATM”) equity offering program through which it was authorized to sell up to 3.6 million shares of common stock from time to time in ATM offerings or negotiated transactions.  There were no shares issued from this program during 2010 or during the fourth quarter of 2011.  The following summarizes issuances of common stock from this program since inception through the completion of the program on May 11, 2012:

 

Period

 

Number of
Shares Sold

 

Gross
Proceeds

 

Net Proceeds

 

Average
Sales Price

 

First quarter 2011

 

841,000

 

$

47,524

 

$

46,572

 

$

56.51

 

Second quarter 2011

 

1,485,707

 

90,102

 

88,299

 

60.65

 

Third quarter 2011

 

877,400

 

56,542

 

55,273

 

64.44

 

First quarter 2012

 

188,393

 

11,156

 

10,897

 

59.22

 

Second quarter 2012

 

207,500

 

13,224

 

12,957

 

63.73

 

Total

 

3,600,000

 

$

218,548

 

$

213,998

 

$

60.71

 

 

On May 14, 2012, the Company initiated another ATM equity offering program through which it is authorized to sell up to 4.4 million shares of common stock from time to time in ATM offerings or negotiated transactions. The following summarizes issuances of common stock from this program since inception through December 31, 2012:

 

Period

 

Number of
Shares Sold

 

Gross
Proceeds

 

Net Proceeds

 

Average
Sales Price

 

Second quarter 2012

 

698,599

 

$

42,528

 

$

41,617

 

$

60.88

 

Third quarter 2012

 

1,262,125

 

80,303

 

78,682

 

63.63

 

Fourth quarter 2012

 

10,100

 

628

 

609

 

62.18

 

Total

 

1,970,824

 

$

123,459

 

$

120,908

 

$

62.64

 

 

The Company used the net proceeds from the ATM offerings primarily for general corporate purposes including acquisitions, development and redevelopment of apartment communities.

 

Public Equity Offering

 

On September 20, 2011, the Company publicly offered 6,000,000 shares of its common stock at a price of $58.50 per share, for net proceeds of $336,760 after underwriting discounts, commissions and offering expenses.  All of the 6,000,000 shares offered were purchased and subsequently delivered on September 23, 2011.

 

Dividend Reinvestment Plan

 

The Company has a Dividend Reinvestment Plan (the “DRIP”).  The DRIP provides the stockholders of the Company an opportunity to automatically invest their cash dividends in common stock.  In addition, eligible participants may make monthly payments or other voluntary cash investments in shares of common stock.  The maximum monthly investment without prior Company approval is currently $10.  There is no discount offered on the investment.  The Company can meet share demand under the DRIP through share repurchases by the transfer agent in the open market on the Company’s behalf or new share issuance.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

12           STOCKHOLDERS’ EQUITY (continued)

 

Dividends

 

Stockholders are taxed on dividends and must report such dividends as ordinary income, capital gains, or return of capital.  The Company has declared and paid a $2.64 distribution per common share (CUSIP 437306103) during its most recent fiscal year.  Pursuant to Internal Revenue Code Section 857(b)(3)(C), for the year ended December 31, 2012, the Company designated the taxable composition of the following cash distributions to holders of common shares in the amounts set forth in the tables below:

 

 

 

 

 

 

 

 

 

Distribution Type

 

Declaration
Dates

 

Record
Dates

 

Payable
Dates

 

Distributions
Per Share

 

Ordinary
Taxable
Dividend

 

Qualified
Dividend

 

Return of
Capital

 

Long-
Term
Capital
Gain

 

Unrecaptured
Sec. 1250
Gain

 

2/4/2012

 

2/16/2012

 

2/28/2012

 

$

0.66

 

75.9761

%

0.0000

%

21.7871

%

1.2194

%

1.0174

%

5/1/2012

 

5/15/2012

 

5/25/2012

 

$

0.66

 

75.9761

%

0.0000

%

21.7871

%

1.2194

%

1.0174

%

8/1/2012

 

8/14/2012

 

8/24/2012

 

$

0.66

 

75.9761

%

0.0000

%

21.7871

%

1.2194

%

1.0174

%

10/31/2012

 

11/15/2012

 

11/27/2012

 

$

0.66

 

75.9761

%

0.0000

%

21.7871

%

1.2194

%

1.0174

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

 

$

2.64

 

75.9761

%

0.0000

%

21.7871

%

1.2194

%

1.0174

%

 

The taxable composition of cash distributions for each common share for 2011 and 2010 is as follows:

 

 

 

 

 

Distribution Type

 

Year

 

Distributions
Per Share

 

Ordinary
Taxable
Dividend

 

Qualified
Dividend

 

Return
of
Capital

 

Long-
Term
Capital
Gain

 

Unrecaptured
Sec. 1250
Gain

 

2011

 

$

2.48

 

62.85

%

0.00

%

37.15

%

0.00

%

0.00

%

2010

 

$

2.32

 

53.73

%

0.00

%

46.27

%

0.00

%

0.00

%

 

Total Shares and Units Outstanding

 

At December 31, 2012, 51,508,142 common shares, and 10,455,593 UPREIT Units were outstanding for a total of 61,963,735 common share equivalents.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

12           STOCKHOLDERS’ EQUITY (continued)

 

Earnings Per Share

 

Basic earnings per share (“EPS”) is computed as net income attributable to common stockholders divided by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation including stock options (using the treasury stock method) and the conversion of any Senior Notes (through December 21, 2011).  The exchange of an UPREIT Unit for a share of common stock has no effect on diluted EPS as unitholders and stockholders effectively share equally in the net income of the Operating Partnership.  Income from continuing operations and discontinued operations is the same for both the basic and diluted calculation.

 

The reconciliation of basic and diluted earnings per share for the years ended December 31, 2012, 2011 and 2010, is as follows:

 

 

 

2012

 

2011

 

2010

 

Numerator:

 

 

 

 

 

 

 

Income from continuing operations

 

$

80,942

 

$

43,786

 

$

23,935

 

Less: Income from continuing operations attributable to noncontrolling interest

 

(14,169

)

(8,997

)

(5,675

)

Income from continuing operations attributable to common stockholders

 

$

66,773

 

$

34,789

 

$

18,260

 

Discontinued operations

 

$

82,680

 

$

3,878

 

$

2,383

 

Less: Discontinued operations attributable to noncontrolling interest

 

(14,151

)

(811

)

(562

)

Discontinued operations attributable to common stockholders

 

$

68,529

 

$

3,067

 

$

1,821

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

49,744,636

 

41,860,139

 

36,682,191

 

Effect of dilutive stock options

 

566,732

 

595,708

 

419,380

 

Effect of restricted shares

 

71,268

 

89,235

 

68,315

 

Diluted weighted average number of common shares outstanding

 

50,382,636

 

42,545,082

 

37,169,886

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.34

 

$

0.83

 

$

0.50

 

Discontinued operations

 

1.38

 

0.07

 

0.05

 

Net income attributable to common stockholders

 

$

2.72

 

$

0.90

 

$

0.55

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

Income from continuing operations

 

$

1.33

 

$

0.82

 

$

0.49

 

Discontinued operations

 

1.36

 

0.07

 

0.05

 

Net income attributable to common stockholders

 

$

2.69

 

$

0.89

 

$

0.54

 

 

Unexercised stock options to purchase 334,659, 172,810 and 1,702,783 shares of the Company’s common stock were not included in the computations of diluted EPS because the options’ exercise prices were greater than the average market price of the Company’s stock during the years ended December 31, 2012, 2011 and 2010, respectively.  In conjunction with the issuance of the Senior Notes, there were 331,257 potential shares issuable under certain circumstances, none of which were considered dilutive as of December 31, 2010.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN

 

Description of Stock Benefit Plans

 

The Company has established stock benefit plans for the purpose of attracting and retaining the services of individuals who are important to the future success of the Company, including key employees, non-employee Directors and other key persons, and to provide them with increased motivation and incentive to exert their best efforts to enhance the long term value of the Company by enlarging their personal stake in its success.

 

On May 3, 2011, the stockholders of the Company approved the 2011 Stock Benefit Plan (the “2011 Plan”).  The types of awards that may be granted under the 2011 Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, and dividend equivalent rights.  The 2011 Plan includes an authorization to issue up to 3,000,000 newly authorized shares of the Company’s common stock plus the number of shares available for grant under the 2008 Stock Benefit Plan, which were 521,577 as of December 31, 2012.  The grant of a stock option or stock appreciation right is deemed, for purposes of determining the number of shares available under the 2011 Plan, as an award of one share of common stock for each share of common stock subject to the option or stock appreciation right.  The grant of any full value awards (awards other than stock options or stock appreciation rights) is deemed, for purposes of determining the number of shares available under the 2011 Plan, as an award of 4.28 shares of common stock for each share of common stock subject to the award.  Any forfeitures or cancellations of awards will be returned to the reserved pool under the 2011 Plan in the same manner.  As of December 31, 2012, awards of 3,686 shares which have been forfeited or cancelled have been returned to the 2011 Plan and are available for future grants.  The 2011 Plan succeeds previous plans as described below.

 

In November 2011, the Company’s Board of Directors approved a multiyear performance-based equity plan (“the 2012 Performance Plan”).  The 2012 Performance Plan is governed by the 2011 Plan.  Awards are in the form of restricted stock units with a service condition and market conditions.

 

The Company’s 1994 Stock Benefit Plan (the “1994 Plan”) was adopted by the Company at the time of its initial public offering.  On February 1, 2000, the Company adopted the 2000 Stock Benefit Plan, which was subsequently amended (the “2000 Plan”).  On May 6, 2003, the Company adopted the 2003 Stock Benefit Plan and on May 6, 2005, the shareholders approved the Amended and Restated 2003 Stock Benefit Plan (the “2003 Plan”).  On May 1, 2008, the Company adopted the 2008 Stock Benefit Plan (the “2008 Plan”). Participants in each of the above referenced plans (the “Previous Plans”) included officers, non-employee Directors, and key employees of the Company.  The Previous Plans allowed for the award of options, stock appreciation rights and restricted stock; though, no stock appreciation rights were awarded.  No additional awards will be issued under the Previous Plans.

 

The 2008 Plan limited the number of shares issuable under the plan to 2,450,000.  Stock options awarded reduced the number of shares available for awards by one share for every one share granted.  Awards of restricted stock reduced the number of shares available for award by one share for every one share awarded, up to 250,000; beyond that, restricted stock reduced the number of shares available for award by 3.5 shares for every one share awarded.  During 2009 and 2010, the number of options and shares of restricted stock issued to each non-employee Director were subject to a 2008 Plan provision that they not exceed 6,000 options and 2,000 shares.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN (continued)

 

Description of Stock Benefit Plans (continued)

 

Stock options, restricted stock and restricted stock unit awards granted to employees and non-employee Directors under the all stock benefit plans are as follows:

 

 

 

Employee Awards

 

Non-Employee Director Awards

 

 

 

Name of
Plan

 

Stock
Options
Granted

 

Restricted
Stock
Granted

 

Restricted
Stock
Units
Granted(a)

 

Total
Granted

 

Stock
Options
Granted

 

Restricted
Stock
Granted

 

Total
Granted

 

Available
for Future
Grant of
Awards

 

1994 Plan

 

1,542,381

 

 

 

1,542,381

 

153,654

 

 

153,654

 

 

2000 Plan

 

2,101,220

 

350,702

 

 

2,451,922

 

163,760

 

2,700

 

166,460

 

 

2003 Plan

 

2,737,142

 

96,822

 

 

2,833,964

 

217,723

 

28,935

 

246,658

 

 

2008 Plan

 

1,354,837

 

290,131

 

 

1,644,968

 

134,146

 

36,313

 

170,459

 

 

2011 Plan

 

386,609

 

195,978

 

114,743

 

697,330

 

 

21,003

 

21,003

 

1,730,963

 

 


(a)         Represents service-based awards of 19,119 and market-based awards of 95,624 at the maximum achievable level.

 

Terms and provisions applicable to an award granted, including vesting provisions, are specified in an award certificate.  Options granted under the 2011 Plan and the 2008 Plan during the years 2012, 2011 and 2010, vest 20% for each year of service until 100% vested on the fifth anniversary and expire after ten years from the date of grant. The exercise price per share for stock options issued under all of the stock benefit plans may not be less than 100% of the closing price of a share of common stock on the date the stock option is granted.  Restricted stock awards granted to Directors vest 100% on the fifth anniversary of the date of grant.  All of the 108,065, 87,913 and 108,252 restricted stock awards granted to employees during 2012, 2011 and 2010 vest 25% on each anniversary of the date of grant for a period of four years.  Vesting conditions for restricted stock unit awards is more fully described under the heading “Restricted Stock Units” below.  The Company has a policy of issuing new shares upon the exercise of stock options and upon the vesting of restricted stock.

 

Stock Options

 

Stock-based compensation cost for stock options is estimated at the grant date based on each option’s fair value as calculated using the Black-Scholes option pricing model, which incorporates various assumptions including expected dividend yields, volatility, option lives and interest rates.  The Company recognizes stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period.  In determining the service period, the Company considers service requirements, the vesting period and retirement eligibility of the grantee.  Authoritative guidance requires the estimation of forfeitures when recognizing compensation expense and that this estimate of forfeitures be adjusted over the requisite service period should actual forfeitures differ from such estimates.  Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and impacts the amount of unamortized compensation expense to be recognized in future periods.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN (continued)

 

Stock Options (continued)

 

The following weighted average assumptions were used for the years ended December 31, 2012, 2011 and 2010:

 

Assumption

 

2012

 

2011

 

2010

 

Expected dividend yield

 

4.22

%

4.32

%

5.87

%

Expected volatility

 

26.53

%

25.98

%

19.31

%

Expected lives of the employee options

 

6.0 Years

 

6.0 Years

 

5.7 Years

 

Expected lives of the Director options

 

 

 

6.7 Years

 

Risk free interest rate

 

1.03

%

2.36

%

2.75

%

 

The expected dividend yield was based on the historical dividend growth rates and the historical annual dividends.  The expected volatility was based on the historical volatility of the Company’s common stock.  The weighted average expected option lives, for both employee and Director options, with a lifetime of ten years, was based on the Company’s historical data for prior period stock option exercise and cancellation activity.  The risk free interest rates for the expected life of the options were based on the implied U.S. Treasury yield curve.

 

A summary of stock option activity for the year ended December 31, 2012 is as follows:

 

 

 

Number of
Options

 

Weighted
Average
Exercise Price
Per Option

 

Weighted
Average
Remaining
Contractual
Term in Years

 

Aggregate
Intrinsic
Value

 

Options outstanding at December 31, 2011

 

2,774,372

 

$

46.14

 

 

 

 

 

Granted

 

219,799

 

63.69

 

 

 

 

 

Exercised

 

(436,430

)

41.77

 

 

 

 

 

Cancelled

 

(1,400

)

37.07

 

 

 

 

 

Options outstanding at December 31, 2012

 

2,556,341

 

$

48.40

 

5.4

 

$

33,002

 

Options exercisable at December 31, 2012

 

1,721,270

 

$

47.04

 

4.4

 

$

24,563

 

 

A summary of unvested stock option activity for the year ended December 31, 2012 is as follows:

 

 

 

Number of
Options

 

Weighted
Average
Exercise Price
Per Option

 

Unvested stock options at December 31, 2011

 

1,078,921

 

$

47.48

 

Granted

 

219,799

 

63.69

 

Vested

 

(462,249

)

48.51

 

Cancelled

 

(1,400

)

37.07

 

Unvested stock options at December 31, 2012

 

835,071

 

$

51.20

 

 

As of December 31, 2012, there was $1,483 of total unrecognized compensation cost related to unvested stock options that is expected to be recognized over a weighted average period of 1.63 years.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN (continued)

 

Stock Options (continued)

 

A summary of stock option activity for the years ended December 31, 2012, 2011 and 2010 is as follows:

 

 

 

2012

 

2011

 

2010

 

Stock-based compensation costs recognized

 

$

3,052

 

$

2,813

 

$

2,818

 

Fair value of options vested

 

2,717

 

2,562

 

2,457

 

Cash received from the exercise of options

 

18,228

 

23,843

 

14,090

 

Intrinsic value of options exercised

 

8,737

 

9,288

 

5,723

 

Grant date fair value of options granted to employees, per share

 

9.32

 

9.95

 

4.14

 

Grant date fair value of options granted to Directors, per share

 

 

 

4.33

 

 

 

 

 

 

 

 

 

Number of options granted to employees

 

219,799

 

166,810

 

352,454

 

Number of options granted to Directors

 

 

 

48,490

 

 

Restricted Stock

 

Stock-based compensation cost for restricted stock is measured based on the closing price of the Company’s common stock on the date of grant and is recognized ratably on a straight-line basis over the requisite service period.  In determining the service period, the Company considers service requirements, the vesting period and retirement eligibility of the grantee.

 

A summary of restricted stock activity for the year ended December 31, 2012 is as follows:

 

 

 

Number of
Shares

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Restricted stock outstanding and unvested at December 31, 2011

 

289,448

 

$

50.29

 

Granted

 

119,604

 

63.62

 

Vested and issued

 

(107,546

)

50.39

 

Cancelled

 

(6,472

)

45.05

 

Restricted stock outstanding and unvested at December 31, 2012

 

295,034

 

$

55.77

 

 

As of December 31, 2012, there was $5,258 of total unrecognized compensation cost related to unvested restricted stock that is expected to be recognized over a weighted-average period of 2.14 years.

 

A summary of restricted stock activity for the years ended December 31, 2012, 2011 and 2010 is as follows:

 

 

 

2012

 

2011

 

2010

 

Stock-based compensation costs recognized

 

$

7,659

 

$

6,226

 

$

4,527

 

Fair value of restricted shares vested

 

6,707

 

5,246

 

3,447

 

Weighted average price of shares granted, per share

 

63.62

 

62.09

 

49.35

 

 

 

 

 

 

 

 

 

Number of restricted shares granted to employees

 

108,065

 

87,913

 

108,252

 

Number of restricted shares granted to Directors

 

11,539

 

9,464

 

12,760

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN (continued)

 

Restricted Stock Units

 

On February 14, 2012, awards in connection with the 2012 Performance Plan, with an estimated fair value of $4,084, were granted to executive officers of the Company.  Awards are in the form of restricted stock units with a service condition and market conditions, with dividend equivalent rights.  Seventy-five percent of the total award value is market-based and subject to three Total Shareholder Return (“TSR”) market measures:  50% absolute Home Properties TSR, 25% relative NAREIT All Equity REIT Index, and 25% relative NAREIT Apartment Index.  The remaining twenty-five percent is service-based and vests over three years.  The measurement period for the 2012 Performance Plan began on January 1, 2012 and will end on December 31, 2014.

 

At the end of the three-year measurement period ending December 31, 2014, the Company’s TSR results will be compared to the Threshold, Target and High hurdles established at the beginning of the three-year measurement period as defined below:

 

 

 

2012 — 2014 Performance Goals

Market Requirements

 

Threshold

 

Target

 

High

 

 

 

 

 

 

 

Absolute TSR

 

7%

 

9%

 

11%

 

 

 

 

 

 

 

All REIT TSR Index

 

Absolute TSR is within 350 basis points below the index return

 

Absolute TSR is within 100 basis points below or above the index return

 

Absolute TSR is greater than 250 basis points above the index return

 

 

 

 

 

 

 

Apartment TSR Index

 

Absolute TSR is within 350 basis points below the index return

 

Absolute TSR is within 100 basis points below or above the index return

 

Absolute TSR is greater than 250 basis points above the index return

 

If the Company’s TSR results meet or exceed the Threshold hurdle for any of the three performance measures, an equity award will be granted in accordance with the vesting conditions as outlined in the 2012 Performance Plan.  Actual results achieved that fall between the Threshold and High hurdles will result in a prorated number of awards granted.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

13           STOCK BENEFIT PLAN (continued)

 

Restricted Stock Units (continued)

 

The fair value of the restricted stock unit awards was estimated on the date of grant using a multifactor Monte Carlo simulation model, which incorporates various assumptions including the baseline share value, dividend yield, estimated volatility figures and risk free rates over the three-year measurement period.  The Company recognizes compensation expense for the 2012 Performance Plan over the three-year measurement period for 100% of each award with a service condition and 50% of each award with a market condition. For the remaining 50% of each award with a market condition, the Company recognizes compensation expense over a four year period which includes the three-year measurement period and a one-year vesting period subsequent to the end of the measurement period. The recognition of compensation cost takes into account retirement eligibility.

 

The following weighted average assumptions were used for grants awarded during the year ended December 31, 2012:

 

Assumption

 

2012

 

Baseline share value

 

$

55.87

 

Expected dividend yield

 

4.45

%

Expected volatility

 

31.24

%

Risk free interest rate

 

0.22

%

Estimated fair value per share of the market-based awards

 

$

51.40

 

Estimated fair value per share of the service-based awards

 

$

59.32

 

 

A summary of unvested restricted stock unit activity for the year ended December 31, 2012 is as follows:

 

 

 

Number of
Awards

 

Weighted Average
Grant Date Fair Value
Per Share

 

Restricted stock units unvested at December 31, 2011

 

 

$

 

Granted (a)

 

114,743

 

53.39

 

Vested and issued (b)

 

(6,490

)

53.39

 

Forfeited

 

(3,245

)

53.39

 

Restricted stock units unvested at December 31, 2012

 

105,008

 

$

53.39

 

 


(a)         Represents service-based awards of 19,119 and market-based awards of 95,624 at the maximum achievable level.

(b)         Awards were issued in connection with the departure of an executive officer of the Company and were calculated in accordance with the 2012 Performance Plan.

 

During the year ended December 31, 2012, the Company recognized stock-based compensation expense of $3,240 for the 2012 Performance Plan.  As of December 31, 2012, there was $844 of total unrecognized compensation cost related to unvested restricted stock units that is expected to be recognized over a weighted-average period of 1.7 years.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

14           EMPLOYEE BENEFIT PLANS

 

401(k) Savings Plan

 

The Company sponsors a defined contribution plan.  Under the plan, the Company will match 75% of the first 4% of each employee’s contributions not to exceed 3% of that employee’s eligible compensation.  The matching expense under this plan charged to operations were $1,046, $1,021 and $946 from continuing operations, and $20, $22 and $29 from discontinued operations, for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Incentive Bonus Plans

 

The Company sponsors two incentive bonus plans.  The quarterly site bonus plan is designed to encourage and reward property operations employees for superior financial performance as measured versus budget.  The annual incentive bonus plan is designed to motivate executive officers and certain other corporate and regional employees to maximize the Company’s annual operating and financial performance as measured in year over year actual financial measures, annual performance as compared to a peer group and, beginning in 2011, attainment of certain individual and team objectives.  The expense under these plans was $7,034, $7,874 and $5,030 for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Deferred Bonus Plan

 

The Company sponsors a deferred bonus plan, which permits certain employees to defer receipt of up to 100% of their annual incentive bonus for three, five or ten years.  Under the plan, the Company will match 10% of the amount deferred and the match vests after three years.  Each deferral and match is credited to an individual employee account with the number of shares of the Company’s common stock that could be purchased with the amounts deferred and matched at the common stock closing price the day before the bonus would have otherwise been paid.  An equivalent of dividends on those shares is also credited to the employee account on dividend payment dates based upon the common stock closing price on those dates.  Payments out of deferred accounts are made by issuance of common stock.  The total amounts deferred were $1,390 and $960 at December 31, 2012 and 2011, respectively.  The matching expense under this plan was $10, $15 and $11 for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Deferred Compensation Plan

 

In 2011, the Company initiated a deferred compensation plan, which permits certain employees to defer up to 50% of their annual base pay until retirement.  Upon retirement, the employee can elect a lump sum distribution or annual payments over two to ten years.  There is no Company match and all deferred amounts are 100% vested.  The total amount deferred was $405 at December 31, 2012.

 

15           SEGMENT REPORTING

 

The Company is engaged in the ownership and management of market rate apartment communities.  Each apartment community is considered a separate operating segment.  Each segment on a standalone basis is less than 10% of the revenues, net operating income and assets of the combined reported operating segment and meets a majority of the aggregation criteria under authoritative guidance.  There is no resident who has one or more leases which, in the aggregate, account for more than 10% of the aggregate gross revenues for the years ended December 31, 2012, 2011 or 2010.  The operating segments are aggregated as Core and Non-core properties.

 

Non-segment revenue to reconcile to total revenue consists of other income.  Non-segment assets to reconcile to total assets include cash and cash equivalents, cash in escrows, accounts receivable, prepaid expenses, deferred charges and other assets.

 

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HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

15           SEGMENT REPORTING (continued)

 

Core properties consist of apartment communities which have been owned more than one full calendar year.  Therefore, the Core properties represent communities owned as of January 1, 2011.  Non-core properties consist of apartment communities acquired, developed or redeveloped during 2011 and 2012, such that comparable operating results are not available.

 

The Company assesses and measures segment operating results based on a performance measure referred to as net operating income.  Net operating income is defined as total revenues less operating and maintenance expenses.  The accounting policies of the segments are the same as those described in Notes 1, 2 and 3.

 

The revenues and net operating income for each of the reportable segments are summarized as follows for the years ended December 31, 2012, 2011 and 2010:

 

 

 

2012

 

2011

 

2010

 

Revenues

 

 

 

 

 

 

 

Apartments owned

 

 

 

 

 

 

 

Core properties

 

$

554,429

 

$

530,322

 

$

498,683

 

Non-core properties

 

89,609

 

31,079

 

 

Reconciling items

 

310

 

155

 

106

 

Total revenues

 

$

644,348

 

$

561,556

 

$

498,789

 

 

 

 

 

 

 

 

 

Net operating income

 

 

 

 

 

 

 

Apartments owned

 

 

 

 

 

 

 

Core properties

 

$

351,610

 

$

325,194

 

$

295,262

 

Non-core properties

 

57,388

 

19,138

 

 

Reconciling items

 

310

 

155

 

106

 

Net operating income, including reconciling items

 

409,308

 

344,487

 

295,368

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

(34,174

)

(29,145

)

(25,138

)

Interest expense

 

(125,809

)

(127,618

)

(120,652

)

Depreciation and amortization

 

(165,642

)

(140,713

)

(122,772

)

Other expenses

 

(2,741

)

(3,225

)

(2,871

)

Income from continuing operations

 

$

80,942

 

$

43,786

 

$

23,935

 

 

The assets for each of the reportable segments are summarized as follows as of December 31, 2012 and 2011:

 

Assets

 

2012

 

2011

 

Apartments owned

 

 

 

 

 

Core properties

 

$

3,207,303

 

$

3,214,456

 

Non-core properties

 

1,139,083

 

844,109

 

Reconciling items

 

105,106

 

94,641

 

Total assets

 

$

4,451,492

 

$

4,153,206

 

 

94



Table of Contents

 

HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

16           TRANSACTIONS WITH AFFILIATES

 

The Company leases its corporate office space from a former affiliate.  The rent for the corporate office space is a gross rent that includes real estate taxes and common area maintenance.  In July 2009, the Company extended the lease on its corporate office space through September 2019 (with a right to terminate the lease in 2016, at the Company’s option), plus two five-year renewal options.  Rental expense was $1,377, $1,350 and $1,353 for each of the years ended December 31, 2012, 2011 and 2010, respectively.

 

17           COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

The Company has entered into operating leases for office space and office equipment with remaining terms of 1 to 5 years.  Future minimum rental payments under non-cancelable operating leases in effect as of December 31, 2012 were as follows:

 

2013

 

$

1,860

 

2014

 

1,840

 

2015

 

1,844

 

2016

 

1,621

 

2017

 

294

 

Thereafter

 

 

 

 

$

7,459

 

 

The Company incurred $2,574, $2,567 and $2,599 of rent expense under operating leases in 2012, 2011 and 2010, respectively.

 

Letters of Credit

 

As of December 31, 2012 the Company had issued $16,432 in letters of credit, which were provided under the Company’s $275,000 unsecured Credit Agreement.  The letters of credit were required to be issued under certain tax escrow agreements, construction projects, workers’ compensation and health insurance policies.

 

Debt Covenants

 

The unsecured notes payable and unsecured Credit Agreement contain restrictions which, among other things, require maintenance of certain financial ratios.  The Company was in compliance with these financial ratios for all periods presented.

 

Included in the Company’s consolidated balance sheet at December 31, 2012 are assets of its subsidiary Home Properties Fair Oaks, LLC, owner of The Courts at Fair Oaks, Fairfax County, VA, that are pledged as collateral for specific indebtedness and are not available to satisfy any other obligations of the Company.

 

Tax Protection Obligations

 

In connection with various UPREIT transactions, the Company has agreed to maintain certain levels of nonrecourse debt for a period of 5 to 10 years associated with the contributed properties acquired.  In addition, the Company is restricted in its ability to sell certain contributed properties (10% of the owned portfolio at December 31, 2012) for a contract period of 7 to 15 years except through a tax deferred Internal Revenue Code Section 1031 like-kind exchange.  The remaining terms on the sale restrictions range from 3 months to 4.5 years.

 

95


 


Table of Contents

 

HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

17           COMMITMENTS AND CONTINGENCIES (continued)

 

Limited Partnership

 

For periods before October 13, 2010, the Company, through its general partnership interest in an affordable property limited partnership referred to as the VIE, had guaranteed certain low income housing tax credits to limited partners in this partnership through 2015 totaling approximately $3,000.  As more fully described in Note 4, the Company’s general partner interest in this entity was sold on October 13, 2010.  The tax credit guarantee was reduced to a $3,000 secondary guarantee.  As of December 31, 2012, there were no known conditions that would make such payments necessary relating to the tax credit guarantee; therefore, no liability has been recorded in the financial statements.

 

Executive Retention Plan

 

The Executive Retention Plan provides for severance benefits and other compensation to be paid to certain employees in the event of a change in control of the Company and a subsequent termination of their employment.

 

Contingencies

 

The Company is not a party to any legal proceedings that are expected to have a material adverse effect on the Company’s liquidity, financial position or results of operations.  The Company is subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by liability insurance. Various claims of employment and resident discrimination are also periodically brought, most of which also are covered by insurance.  While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

 

18           DISCONTINUED OPERATIONS

 

Included in discontinued operations for the years ended December 31, 2012, 2011 and 2010 are the operating results of six apartment community dispositions, all sold in 2012, and the operating results of the VIE for which the Company’s general partnership interest was sold in 2010.

 

A summary of 2012 community dispositions is as follows:

 

Apartment Community

 

Region

 

Date Sold

 

Number of
Units

 

Sales Price

 

Sales Price
Per Unit

 

Gain on Sale

 

Chesterfield Apartments

 

Philadelphia

 

9/13/2012

 

247

 

$

25,155

 

$

102

 

$

12,209

 

Woodholme Manor

 

Baltimore

 

9/20/2012

 

177

 

16,000

 

90

 

7,449

 

Curren Terrace

 

Philadelphia

 

10/11/2012

 

318

 

29,793

 

94

 

15,872

 

Falcon Crest

 

Baltimore

 

11/8/2012

 

396

 

46,000

 

116

 

27,801

 

Timbercroft

 

Baltimore

 

12/13/2012

 

284

 

29,150

 

103

 

12,126

 

Glen Brook

 

Philadelphia

 

12/21/2012

 

174

 

13,500

 

78

 

5,075

 

 

 

 

 

 

 

1,596

 

$

159,598

 

 

 

$

80,532

 

 

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Table of Contents

 

HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

18           DISCONTINUED OPERATIONS (continued)

 

The operating results of discontinued operations are summarized as follows for the years ended December 31, 2012, 2011 and 2010:

 

 

 

2012

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

Rental income

 

$

14,360

 

$

16,590

 

$

19,455

 

Property other income

 

1,834

 

1,826

 

1,790

 

Other income

 

 

 

669

 

Total revenues

 

16,194

 

18,416

 

21,914

 

Expenses:

 

 

 

 

 

 

 

Operating and maintenance

 

6,201

 

7,468

 

10,506

 

Interest expense, including prepayment penalties

 

4,490

 

2,965

 

4,276

 

Depreciation and amortization

 

3,355

 

4,105

 

4,736

 

Total expenses

 

14,046

 

14,538

 

19,518

 

Income from discontinued operations

 

2,148

 

3,878

 

2,396

 

Gain (loss) on disposition of property

 

80,532

 

 

(13

)

Discontinued operations

 

$

82,680

 

$

3,878

 

$

2,383

 

 

19           SUPPLEMENTAL CASH FLOW DISCLOSURES

 

Supplemental cash flow information including non-cash financing and investing activities for the years ended December 31, 2012, 2011 and 2010 are as follows:

 

 

 

2012

 

2011

 

2010

 

Supplemental disclosures:

 

 

 

 

 

 

 

Cash paid for interest, net of capitalized interest

 

$

127,249

 

$

126,267

 

$

117,292

 

Interest capitalized

 

4,380

 

5,255

 

9,384

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Note receivable converted to real estate

 

608

 

 

 

Mortgage loans assumed associated with property acquisitions

 

7,284

 

 

155,639

 

Mortgage note premium (discount) written off

 

(104

)

(17

)

270

 

Issuance of UPREIT Units associated with property acquisitions

 

 

 

4,845

 

Exchange of UPREIT Units for common shares

 

6,899

 

11,399

 

10,234

 

Transfers of construction in progress to buildings, improvements and equipment

 

42,732

 

100,266

 

110,902

 

Capital improvements to properties included in accounts payable

 

6,130

 

6,577

 

5,292

 

Net real estate disposed in connection with VIE deconsolidation

 

 

 

13,837

 

Other assets disposed in connection with VIE deconsolidation

 

 

 

1,228

 

Mortgage debt disposed in connection with VIE deconsolidation

 

 

 

15,762

 

Other liabilities disposed in connection with VIE deconsolidation

 

 

 

1,031

 

 

97



Table of Contents

 

HOME PROPERTIES, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

 

20           QUARTERLY FINANCIAL STATEMENT INFORMATION (UNAUDITED)

 

Quarterly financial information for the years ended December 31, 2012 and 2011 are as follows:

 

 

 

2012

 

 

 

First

 

Second

 

Third

 

Fourth

 

Total revenue

 

$

155,516

 

$

157,649

 

$

164,524

 

$

166,659

 

Net income attributable to common stockholders

 

15,388

 

13,727

 

36,413

 

69,774

 

Basic earnings per share data:

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

0.32

 

0.28

 

0.72

 

1.36

 

Diluted earnings per share data:

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

0.31

 

0.28

 

0.71

 

1.34

 

 

 

 

2011

 

 

 

First

 

Second

 

Third

 

Fourth

 

Total revenue

 

$

136,764

 

$

136,168

 

$

140,030

 

$

148,594

 

Net income attributable to common stockholders

 

7,224

 

8,195

 

8,508

 

13,929

 

Basic earnings per share data:

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

0.19

 

0.21

 

0.20

 

0.29

 

Diluted earnings per share data:

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

0.19

 

0.20

 

0.20

 

0.29

 

 

The sum of the quarterly earnings per common share amounts may not equal the annual earnings per common share amounts due primarily to changes in the number of common shares outstanding quarter to quarter.  The quarterly reports for the years ended December 31, 2012 and 2011 have been reclassified to reflect discontinued operations in accordance with authoritative guidance.

 

21           SUBSEQUENT EVENTS

 

On January 2, 2013, awards in connection with the 2012 Performance Plan, with an estimated fair value of $3,653, were granted to executive officers of the Company.  Awards are in the form of restricted stock units with a service condition and market conditions.  The measurement period for these awards began on January 1, 2013 and will end on December 31, 2015.  Expense attributed to these awards will be recognized based on the underlying vesting conditions of the awards which substantially vest during the measurement period, taking into account retirement eligibility.

 

On February 2, 2013, the Board of Directors declared a dividend of $0.70 per share on the Company’s common stock and approved a distribution of $0.70 per UPREIT Unit for the quarter ended December 31, 2012.  The dividend and distribution is payable February 26, 2013, to stockholders and unitholders of record on February 14, 2013.

 

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Table of Contents

 

SCHEDULE II

 

HOME PROPERTIES, INC.

 

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010

(Dollars in thousands)

 

 

 

Balance at

 

Charged to

 

Adjustments/

 

 

 

 

 

Beginning

 

Costs and

 

Amounts

 

Balance at

 

 

 

of Year

 

Expenses

 

Written Off

 

End of Year

 

Allowance for Doubtful Receivables

 

 

 

 

 

 

 

 

 

2012

 

$

2,869

 

$

5,886

 

$

(5,977

)

$

2,778

 

2011

 

3,134

 

6,593

 

(6,858

)

2,869

 

2010

 

3,220

 

6,636

 

(6,722

)

3,134

 

Deferred Tax Asset Valuation Allowance

 

 

 

 

 

 

 

 

 

2012

 

$

13,185

 

$

 

$

(17

)

$

13,168

 

2011

 

12,750

 

 

435

 

13,185

 

2010

 

10,195

 

 

2,555

 

12,750

 

 

99


 


Table of Contents

 

SCHEDULE III

 

HOME PROPERTIES, INC.

 

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2012

(Dollars in thousands)

 

 

 

 

 

 

 

UPREIT

 

Initial Cost

 

UPREIT

 

Costs

 

 

 

Total Cost

 

 

 

 

 

Total Cost,

 

 

 

 

 

 

 

 

 

Unit

 

Buildings,

 

Unit

 

Capitalized

 

 

 

Buildings,

 

 

 

 

 

Net of

 

Year of

 

 

 

Encum-

 

 

 

Alloc.

 

Improvements

 

Alloc.

 

Subsequent to

 

 

 

Improvements

 

 

 

Accumulated

 

Accumulated

 

Acquisition or

 

Community

 

brances

 

Land

 

Land(a)

 

& Equipment

 

Bldg.(a)

 

Acquisition

 

Land

 

& Equipment

 

Total(b)

 

Depreciation

 

Depreciation

 

Completion

 

1200 East West

 

$

 

$

13,068

 

$

 

$

 

$

 

$

71,530

 

$

13,068

 

$

71,530

 

$

84,598

 

$

5,541

 

$

79,057

 

2010

(c)

Annapolis Roads

 

23,345

 

14,400

 

 

18,035

 

 

6,191

 

14,400

 

24,226

 

38,626

 

1,966

 

36,660

 

2010

 

Arbor Park of Alexandria

 

94,345

 

8,528

 

429

 

58,912

 

4,286

 

46,589

 

8,957

 

109,787

 

118,744

 

34,550

 

84,194

 

2000

 

Barrington Gardens

 

10,597

 

888

 

35

 

6,658

 

296

 

6,342

 

923

 

13,296

 

14,219

 

3,685

 

10,534

 

2005

 

Bayview/Colonial

 

 

1,600

 

71

 

8,471

 

709

 

5,650

 

1,671

 

14,830

 

16,501

 

5,669

 

10,832

 

2000

 

Blackhawk

 

 

2,968

 

83

 

14,568

 

858

 

8,408

 

3,051

 

23,834

 

26,885

 

8,882

 

18,003

 

2000

 

Bonnie Ridge

 

49,975

 

4,830

 

411

 

42,769

 

4,147

 

36,723

 

5,241

 

83,639

 

88,880

 

34,975

 

53,905

 

1999

 

Braddock Lee

 

 

3,810

 

152

 

8,842

 

1,488

 

8,733

 

3,962

 

19,063

 

23,025

 

8,590

 

14,435

 

1998

 

Cambridge Village

 

 

2,460

 

54

 

3,188

 

520

 

2,624

 

2,514

 

6,332

 

8,846

 

2,246

 

6,600

 

2002

 

Canterbury

 

41,538

 

4,944

 

235

 

21,384

 

2,353

 

15,470

 

5,179

 

39,207

 

44,386

 

14,543

 

29,843

 

1999

 

Castle Club

 

 

948

 

57

 

8,933

 

566

 

6,856

 

1,005

 

16,355

 

17,360

 

6,024

 

11,336

 

2000

 

Charleston Place

 

73,633

 

22,764

 

 

84,648

 

 

8,389

 

22,764

 

93,037

 

115,801

 

6,166

 

109,635

 

2010

 

Chatham Hill

 

43,164

 

1,848

 

286

 

46,150

 

2,434

 

15,467

 

2,134

 

64,051

 

66,185

 

16,038

 

50,147

 

2004

 

Cider Mill

 

60,134

 

15,552

 

464

 

65,939

 

4,549

 

17,144

 

16,016

 

87,632

 

103,648

 

26,034

 

77,614

 

2002

 

Cinnamon Run

 

53,284

 

7,731

 

231

 

59,693

 

1,934

 

8,852

 

7,962

 

70,479

 

78,441

 

14,192

 

64,249

 

2005

 

Country Village

 

17,975

 

2,236

 

113

 

11,149

 

1,120

 

11,793

 

2,349

 

24,062

 

26,411

 

10,551

 

15,860

 

1998

 

Courts at Huntington Station

 

 

33,409

 

53

 

 

 

88,431

 

33,462

 

88,431

 

121,893

 

5,665

 

116,228

 

2011

(c)

Courtyards Village

 

 

3,360

 

 

9,824

 

525

 

5,591

 

3,360

 

15,940

 

19,300

 

5,363

 

13,937

 

2001

 

Crescent Club

 

 

2,338

 

 

28,792

 

 

4,966

 

2,338

 

33,758

 

36,096

 

2,257

 

33,839

 

2010

 

Cypress Place

 

9,927

 

2,304

 

45

 

7,861

 

479

 

5,959

 

2,349

 

14,299

 

16,648

 

5,308

 

11,340

 

2000

 

Devonshire Hills

 

73,745

 

27,415

 

574

 

66,716

 

5,726

 

25,929

 

27,989

 

98,371

 

126,360

 

29,131

 

97,229

 

2001

 

Dunfield

 

11,003

 

1,683

 

 

30,302

 

 

7,368

 

1,683

 

37,670

 

39,353

 

5,927

 

33,426

 

2007

 

East Hill Gardens

 

 

231

 

24

 

1,560

 

241

 

1,567

 

255

 

3,368

 

3,623

 

1,439

 

2,184

 

1998

 

East Meadow

 

14,336

 

2,250

 

89

 

10,803

 

863

 

4,328

 

2,339

 

15,994

 

18,333

 

5,182

 

13,151

 

2000

 

Elmwood Terrace

 

26,052

 

6,048

 

155

 

14,680

 

1,561

 

13,161

 

6,203

 

29,402

 

35,605

 

10,794

 

24,811

 

2000

 

Falkland Chase

 

34,601

 

9,000

 

327

 

49,753

 

3,008

 

7,274

 

9,327

 

60,035

 

69,362

 

15,091

 

54,271

 

2003

 

Fox Hall

 

47,000

 

9,959

 

 

51,874

 

 

16,283

 

9,959

 

68,157

 

78,116

 

12,079

 

66,037

 

2007

 

Gardencrest

 

 

24,674

 

507

 

61,526

 

4,974

 

27,733

 

25,181

 

94,233

 

119,414

 

29,228

 

90,186

 

2002

 

Gateway Village

 

 

1,320

 

71

 

6,621

 

695

 

3,739

 

1,391

 

11,055

 

12,446

 

4,117

 

8,329

 

1999

 

Glen Manor

 

7,716

 

1,044

 

44

 

4,565

 

440

 

4,241

 

1,088

 

9,246

 

10,334

 

3,794

 

6,540

 

1997

 

Golf Club

 

31,984

 

3,990

 

187

 

21,298

 

1,840

 

17,368

 

4,177

 

40,506

 

44,683

 

15,384

 

29,299

 

2000

 

Hackensack Gardens

 

8,275

 

2,376

 

50

 

10,900

 

423

 

6,862

 

2,426

 

18,185

 

20,611

 

4,732

 

15,879

 

2005

 

Hawthorne Court

 

32,971

 

8,940

 

260

 

23,446

 

2,521

 

22,330

 

9,200

 

48,297

 

57,497

 

15,633

 

41,864

 

2002

 

Heritage Square

 

 

2,000

 

58

 

4,805

 

566

 

3,057

 

2,058

 

8,428

 

10,486

 

2,722

 

7,764

 

2002

 

Heritage Woods

 

14,131

 

1,602

 

 

12,420

 

 

4,124

 

1,602

 

16,544

 

18,146

 

3,337

 

14,809

 

2006

 

Highland House

 

5,548

 

3,414

 

 

14,761

 

 

3,008

 

3,414

 

17,769

 

21,183

 

3,423

 

17,760

 

2006

 

Hill Brook Place

 

12,288

 

2,192

 

85

 

9,118

 

848

 

10,105

 

2,277

 

20,071

 

22,348

 

7,224

 

15,124

 

1999

 

Holiday Square

 

 

3,575

 

77

 

6,108

 

722

 

2,840

 

3,652

 

9,670

 

13,322

 

2,850

 

10,472

 

2002

 

 

100



Table of Contents

 

 

 

 

 

 

 

UPREIT

 

Initial Cost

 

UPREIT

 

Costs

 

 

 

Total Cost

 

 

 

 

 

Total Cost,

 

 

 

 

 

 

 

 

 

Unit

 

Buildings,

 

Unit

 

Capitalized

 

 

 

Buildings,

 

 

 

 

 

Net of

 

Year of

 

 

 

Encum-

 

 

 

Alloc.

 

Improvements

 

Alloc.

 

Subsequent to

 

 

 

Improvements

 

 

 

Accumulated

 

Accumulated

 

Acquisition or

 

Community

 

brances

 

Land

 

Land(a)

 

& Equipment

 

Bldg.(a)

 

Acquisition

 

Land

 

& Equipment

 

Total(b)

 

Depreciation

 

Depreciation

 

Completion

 

Home Properties of Bryn Mawr

 

22,785

 

3,160

 

154

 

17,956

 

1,537

 

17,415

 

3,314

 

36,908

 

40,222

 

12,878

 

27,344

 

2000

 

Home Properties of Devon

 

59,236

 

6,280

 

332

 

35,643

 

3,280

 

35,981

 

6,612

 

74,904

 

81,516

 

27,270

 

54,246

 

2000

 

Howard Crossing

 

 

46,044

 

 

138,871

 

 

2,510

 

46,044

 

141,381

 

187,425

 

2,255

 

185,170

 

2012

 

Hunters Glen

 

 

2,239

 

 

4,729

 

 

1,037

 

2,239

 

5,766

 

8,005

 

326

 

7,679

 

2011

 

Jacob Ford Village

 

 

6,750

 

 

20,022

 

 

8,807

 

6,750

 

28,829

 

35,579

 

5,538

 

30,041

 

2007

 

Lake Grove

 

 

7,360

 

254

 

11,952

 

2,557

 

19,216

 

7,614

 

33,725

 

41,339

 

15,283

 

26,056

 

1997

 

Lakeview

 

8,841

 

636

 

59

 

4,552

 

590

 

4,621

 

695

 

9,763

 

10,458

 

4,031

 

6,427

 

1998

 

Lakeview Townhomes

 

 

1,118

 

 

13,335

 

 

2,288

 

1,118

 

15,623

 

16,741

 

1,080

 

15,661

 

2010

 

Liberty Commons

 

 

1,330

 

15

 

 

125

 

13,459

 

1,345

 

13,584

 

14,929

 

4,719

 

10,210

 

2005

(c)

Liberty Place

 

 

2,033

 

 

13,125

 

 

2,994

 

2,033

 

16,119

 

18,152

 

3,137

 

15,015

 

2006

 

Mid-Island Estates

 

18,850

 

4,160

 

128

 

6,567

 

1,268

 

7,577

 

4,288

 

15,412

 

19,700

 

7,096

 

12,604

 

1997

 

Middlebrooke

 

 

2,888

 

 

14,369

 

 

3,175

 

2,888

 

17,544

 

20,432

 

1,514

 

18,918

 

2010

 

Mill Towne Village

 

24,239

 

3,840

 

154

 

13,279

 

1,486

 

14,135

 

3,994

 

28,900

 

32,894

 

10,757

 

22,137

 

2001

 

Morningside Heights

 

 

6,147

 

406

 

28,699

 

4,000

 

35,833

 

6,553

 

68,532

 

75,085

 

29,427

 

45,658

 

1998

 

Mount Vernon Square

 

 

55,810

 

 

86,946

 

 

20,971

 

55,810

 

107,917

 

163,727

 

20,007

 

143,720

 

2006

 

New Orleans Park

 

22,943

 

2,920

 

124

 

13,215

 

1,227

 

14,541

 

3,044

 

28,983

 

32,027

 

12,088

 

19,939

 

1997

 

Newport Village

 

 

56,501

 

 

147,420

 

 

5,508

 

56,501

 

152,928

 

209,429

 

5,202

 

204,227

 

2011

 

Northwood

 

10,219

 

804

 

71

 

14,299

 

602

 

4,704

 

875

 

19,605

 

20,480

 

4,841

 

15,639

 

2004

 

Oak Manor

 

8,093

 

616

 

70

 

4,111

 

690

 

3,834

 

686

 

8,635

 

9,321

 

3,661

 

5,660

 

1998

 

Owings Run

 

40,823

 

5,533

 

255

 

32,622

 

2,538

 

10,217

 

5,788

 

45,377

 

51,165

 

16,313

 

34,852

 

1999

 

Park Shirlington

 

26,151

 

4,410

 

157

 

10,180

 

1,581

 

9,211

 

4,567

 

20,972

 

25,539

 

10,044

 

15,495

 

1998

 

Peppertree Farm

 

76,123

 

12,571

 

317

 

83,804

 

2,654

 

21,165

 

12,888

 

107,623

 

120,511

 

22,819

 

97,692

 

2005

 

Pleasant View

 

93,376

 

5,710

 

499

 

47,816

 

5,021

 

33,413

 

6,209

 

86,250

 

92,459

 

34,441

 

58,018

 

1998

 

Pleasure Bay

 

 

1,620

 

124

 

6,234

 

1,210

 

11,465

 

1,744

 

18,909

 

20,653

 

7,284

 

13,369

 

1998

 

Racquet Club East

 

36,732

 

1,868

 

218

 

23,107

 

2,137

 

16,109

 

2,086

 

41,353

 

43,439

 

15,398

 

28,041

 

1998

 

Racquet Club South

 

 

309

 

35

 

3,891

 

353

 

3,223

 

344

 

7,467

 

7,811

 

3,067

 

4,744

 

1999

 

Redbank Village

 

17,743

 

2,000

 

164

 

14,030

 

1,686

 

13,789

 

2,164

 

29,505

 

31,669

 

11,549

 

20,120

 

1998

 

Ridgeview at Wakefield Valley

 

17,749

 

2,300

 

72

 

17,247

 

635

 

4,855

 

2,372

 

22,737

 

25,109

 

5,713

 

19,396

 

2005

 

Ridley Brook

 

12,808

 

1,952

 

74

 

7,719

 

748

 

7,018

 

2,026

 

15,485

 

17,511

 

5,694

 

11,817

 

1999

 

Royal Gardens

 

47,000

 

5,500

 

258

 

14,067

 

2,603

 

19,103

 

5,758

 

35,773

 

41,531

 

16,035

 

25,496

 

1997

 

Saddle Brooke

 

29,441

 

7,609

 

 

44,040

 

 

8,892

 

7,609

 

52,932

 

60,541

 

6,593

 

53,948

 

2008

 

Sayville Commons

 

38,045

 

8,005

 

187

 

55,346

 

1,599

 

2,701

 

8,192

 

59,646

 

67,838

 

11,578

 

56,260

 

2005

 

Selford

 

8,667

 

1,224

 

57

 

4,200

 

565

 

3,462

 

1,281

 

8,227

 

9,508

 

3,283

 

6,225

 

1999

 

Seminary Hill

 

 

2,960

 

135

 

10,194

 

1,344

 

10,535

 

3,095

 

22,073

 

25,168

 

9,154

 

16,014

 

1999

 

Seminary Towers

 

53,515

 

5,480

 

292

 

19,348

 

2,868

 

23,040

 

5,772

 

45,256

 

51,028

 

17,719

 

33,309

 

1999

 

Sherry Lake

 

24,932

 

2,428

 

165

 

15,620

 

1,617

 

12,591

 

2,593

 

29,828

 

32,421

 

12,008

 

20,413

 

1998

 

Somerset Park

 

 

7,253

 

 

12,937

 

 

204

 

7,253

 

13,141

 

20,394

 

449

 

19,945

 

2011

 

South Bay Manor

 

6,572

 

1,098

 

45

 

1,958

 

440

 

5,265

 

1,143

 

7,663

 

8,806

 

3,096

 

5,710

 

2000

 

Southern Meadows

 

39,661

 

9,040

 

343

 

31,875

 

3,397

 

11,634

 

9,383

 

46,906

 

56,289

 

15,238

 

41,051

 

2001

 

Stone Ends

 

24,412

 

5,600

 

166

 

28,468

 

1,554

 

6,623

 

5,766

 

36,645

 

42,411

 

9,708

 

32,703

 

2003

 

Tamarron

 

14,344

 

1,320

 

92

 

8,474

 

896

 

4,331

 

1,412

 

13,701

 

15,113

 

4,803

 

10,310

 

1999

 

The Apts at Cambridge Court

 

 

7,378

 

 

82,641

 

 

2,219

 

7,378

 

84,860

 

92,238

 

3,249

 

88,989

 

2011

 

The Apts at Cobblestone Square

 

 

12,127

 

 

 

 

36,564

 

12,127

 

36,564

 

48,691

 

829

 

47,862

 

2012

(c)

The Apts at Wellington Trace

 

22,937

 

3,060

 

167

 

26,305

 

1,418

 

1,275

 

3,227

 

28,998

 

32,225

 

6,775

 

25,450

 

2004

 

The Brooke at Peachtree Village

 

11,976

 

992

 

51

 

15,137

 

437

 

4,714

 

1,043

 

20,288

 

21,331

 

4,280

 

17,051

 

2005

 

The Colony

 

 

7,830

 

197

 

34,121

 

2,025

 

16,220

 

8,027

 

52,366

 

60,393

 

19,584

 

40,809

 

1999

 

 

101



Table of Contents

 

 

 

 

 

 

 

UPREIT

 

Initial Cost

 

UPREIT

 

Costs

 

 

 

Total Cost

 

 

 

 

 

Total Cost,

 

 

 

 

 

 

 

 

 

Unit

 

Buildings,

 

Unit

 

Capitalized

 

 

 

Buildings,

 

 

 

 

 

Net of

 

Year of

 

 

 

Encum-

 

 

 

Alloc.

 

Improvements

 

Alloc.

 

Subsequent to

 

 

 

Improvements

 

 

 

Accumulated

 

Accumulated

 

Acquisition or

 

Community

 

brances

 

Land

 

Land(a)

 

& Equipment

 

Bldg.(a)

 

Acquisition

 

Land

 

& Equipment

 

Total(b)

 

Depreciation

 

Depreciation

 

Completion

 

The Commons at Haynes Farm

 

 

7,550

 

 

32,771

 

 

3,532

 

7,550

 

36,303

 

43,853

 

1,602

 

42,251

 

2011

 

The Courts at Dulles

 

 

15,413

 

 

76,946

 

 

1,437

 

15,413

 

78,383

 

93,796

 

2,401

 

91,395

 

2011

 

The Courts at Fair Oaks

 

48,164

 

12,377

 

 

61,107

 

 

2,563

 

12,377

 

63,670

 

76,047

 

4,031

 

72,016

 

2010

 

The Coves at Chesapeake

 

 

8,915

 

 

57,974

 

 

10,793

 

8,915

 

68,767

 

77,682

 

12,441

 

65,241

 

2006

 

The Gates of Deer Grove

 

 

1,247

 

 

18,973

 

 

682

 

1,247

 

19,655

 

20,902

 

579

 

20,323

 

2011

 

The Greens at Columbia

 

9,270

 

5,040

 

 

20,886

 

 

2,257

 

5,040

 

23,143

 

28,183

 

1,641

 

26,542

 

2010

 

The Hamptons

 

48,910

 

5,749

 

303

 

50,489

 

2,599

 

15,278

 

6,052

 

68,366

 

74,418

 

17,321

 

57,097

 

2004

 

The Heights at Marlborough

 

22,636

 

6,253

 

 

44,268

 

 

9,082

 

6,253

 

53,350

 

59,603

 

9,251

 

50,352

 

2006

 

The Landings

 

25,468

 

2,459

 

162

 

16,753

 

1,595

 

13,803

 

2,621

 

32,151

 

34,772

 

13,511

 

21,261

 

1996

 

The Manor - MD

 

45,078

 

8,700

 

257

 

27,703

 

2,513

 

12,860

 

8,957

 

43,076

 

52,033

 

14,542

 

37,491

 

2001

 

The Manor - VA

 

13,463

 

1,386

 

85

 

5,738

 

832

 

6,713

 

1,471

 

13,283

 

14,754

 

5,662

 

9,092

 

1999

 

The Manor East

 

7,136

 

5,330

 

 

11,407

 

 

748

 

5,330

 

12,155

 

17,485

 

234

 

17,251

 

2012

 

The Meadows at Marlborough

 

20,643

 

6,598

 

 

28,736

 

 

6,215

 

6,598

 

34,951

 

41,549

 

6,169

 

35,380

 

2006

 

The New Colonies

 

 

1,680

 

151

 

21,350

 

1,545

 

14,279

 

1,831

 

37,174

 

39,005

 

16,488

 

22,517

 

1998

 

The Sycamores

 

20,690

 

4,625

 

136

 

15,737

 

1,283

 

3,865

 

4,761

 

20,885

 

25,646

 

5,990

 

19,656

 

2002

 

The Townhomes of Beverly

 

 

5,820

 

 

30,465

 

 

5,826

 

5,820

 

36,291

 

42,111

 

6,214

 

35,897

 

2007

 

The Village at Marshfield

 

 

3,113

 

134

 

28,354

 

1,158

 

7,739

 

3,247

 

37,251

 

40,498

 

8,718

 

31,780

 

2004

 

Top Field

 

16,153

 

1,635

 

 

16,684

 

 

4,737

 

1,635

 

21,421

 

23,056

 

4,014

 

19,042

 

2006

 

Trexler Park

 

37,417

 

2,490

 

114

 

13,841

 

1,129

 

9,657

 

2,604

 

24,627

 

27,231

 

8,981

 

18,250

 

2000

 

Trexler Park West

 

 

2,684

 

 

 

 

23,460

 

2,684

 

23,460

 

26,144

 

7,736

 

18,408

 

2006

(c)

Village at Potomac Falls

 

 

7,380

 

 

30,960

 

 

1,914

 

7,380

 

32,874

 

40,254

 

2,232

 

38,022

 

2010

 

Village Square

 

39,285

 

2,590

 

191

 

13,306

 

1,900

 

11,280

 

2,781

 

26,486

 

29,267

 

9,760

 

19,507

 

1999

 

Vinings at Hampton Village

 

 

1,772

 

77

 

12,148

 

657

 

4,541

 

1,849

 

17,346

 

19,195

 

4,553

 

14,642

 

2004

 

Virginia Village

 

28,279

 

5,160

 

207

 

21,918

 

2,027

 

15,932

 

5,367

 

39,877

 

45,244

 

13,123

 

32,121

 

2001

 

Waterview

 

 

1,531

 

 

23,030

 

 

3,596

 

1,531

 

26,626

 

28,157

 

1,178

 

26,979

 

2011

 

Wayne Village

 

25,038

 

1,849

 

177

 

12,895

 

1,744

 

9,828

 

2,026

 

24,467

 

26,493

 

10,083

 

16,410

 

1998

 

West Springfield

 

25,228

 

2,440

 

194

 

31,766

 

1,845

 

5,446

 

2,634

 

39,057

 

41,691

 

10,557

 

31,134

 

2002

 

Westbrooke

 

 

1,103

 

 

5,229

 

 

1,635

 

1,103

 

6,864

 

7,967

 

649

 

7,318

 

2010

 

Westchester West

 

33,508

 

6,978

 

 

41,513

 

 

4,597

 

6,978

 

46,110

 

53,088

 

5,547

 

47,541

 

2008

 

Westwood Village

 

45,329

 

7,260

 

270

 

22,757

 

2,629

 

12,945

 

7,530

 

38,331

 

45,861

 

12,432

 

33,429

 

2002

 

Westwoods

 

 

1,260

 

 

2,694

 

 

700

 

1,260

 

3,394

 

4,654

 

604

 

4,050

 

2007

 

William Henry

 

27,838

 

4,666

 

187

 

22,277

 

1,839

 

17,539

 

4,853

 

41,655

 

46,508

 

14,531

 

31,977

 

2000

 

Windsor Realty

 

 

402

 

34

 

3,300

 

337

 

2,639

 

436

 

6,276

 

6,712

 

2,710

 

4,002

 

1998

 

Woodleaf

 

 

2,862

 

122

 

17,720

 

1,028

 

3,326

 

2,984

 

22,074

 

25,058

 

5,818

 

19,240

 

2004

 

Woodmont Village

 

9,714

 

2,880

 

63

 

5,699

 

622

 

3,405

 

2,943

 

9,726

 

12,669

 

3,117

 

9,552

 

2002

 

Woodway at Trinity Centre

 

 

17,136

 

 

78,253

 

 

1,182

 

17,136

 

79,435

 

96,571

 

1,394

 

95,177

 

2012

 

Yorkshire Village

 

 

1,200

 

27

 

2,016

 

260

 

1,551

 

1,227

 

3,827

 

5,054

 

1,249

 

3,805

 

2002

 

Other Assets (d)

 

 

604

 

 

 

 

114,443

 

604

 

114,443

 

115,047

 

23,632

 

91,415

 

Various

 

 

 

$

2,165,027

 

$

777,649

 

$

13,955

 

$

3,075,206

 

$

134,922

 

$

1,453,494

 

$

791,604

 

$

4,663,622

 

$

5,455,226

 

$

1,108,840

 

$

4,346,386

 

 

 

 


(a)         In 2008 and prior periods, authoritative guidance required the exchange of noncontrolling interests(UPREIT Units) for shares to be   recorded under the purchase method with the difference between the fair value and book value of an exchanged UPREIT Unit allocated to real estate.

(b)         The aggregate cost for federal income tax purposes was approximately $4,972,195.

(c)          Property was constructed by the Company and completed in the year indicated.

(d)         Includes construction in progress of $83,241 and corporate office assets of $31,202.

 

102



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SCHEDULE III

 

HOME PROPERTIES, INC.

 

REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2012

(Dollars in thousands)

 

Depreciation and amortization of the Company’s investments in real estate assets reflected in the consolidated statements of operations are calculated over the estimated useful lives of the assets as follows:

 

Land improvements

 

3-20 years

Buildings and improvements

 

3-40 years

Furniture, fixtures and equipment

 

5-10 years

Computer software

 

5 years

 

The changes in total real estate assets are as follows:

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

5,042,324

 

$

4,377,730

 

$

3,915,979

 

New property acquisitions

 

297,650

 

511,308

 

346,770

 

Additions

 

226,348

 

160,109

 

146,645

 

Disposals associated with deconsolidation of the VIE (1)

 

 

 

(27,464

)

Disposals and retirements

 

(111,096

)

(6,823

)

(4,200

)

Balance, end of year

 

$

5,455,226

 

$

5,042,324

 

$

4,377,730

 

 

The changes in accumulated depreciation are as follows:

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Balance, beginning of year

 

$

983,759

 

$

841,801

 

$

733,142

 

Depreciation

 

166,339

 

143,093

 

126,249

 

Disposals associated with deconsolidation of the VIE (1)

 

 

 

(13,627

)

Disposals and retirements

 

(41,258

)

(1,135

)

(3,963

)

Balance, end of year

 

$

1,108,840

 

$

983,759

 

$

841,801

 

 


(1) Refer to Note 4 for discussion of the Company’s sale of its general partnership interest in the VIE and the resulting deconsolidation of the VIE.

 

103



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

HOME PROPERTIES, INC.

 

 

 

By:

/s/ Edward J. Pettinella

 

 

Edward J. Pettinella

 

 

President and Chief Executive Officer

 

 

 

 

Date:

February 22, 2013

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed by the following persons on behalf of Home Properties, Inc. and in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Edward J. Pettinella

 

Director, President and Chief Executive Officer

 

February 22, 2013

Edward J. Pettinella

 

 

 

 

 

 

 

 

 

/s/ David P. Gardner

 

Executive Vice President, Chief Financial Officer

 

February 22, 2013

David P. Gardner

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Robert J. Luken

 

Senior Vice President, Chief Administrative Officer,

 

February 22, 2013

Robert J. Luken

 

Chief Accounting Officer and Treasurer

 

 

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Kenneth O. Hall

 

Vice President and Controller

 

February 22, 2013

Kenneth O. Hall

 

 

 

 

 

 

 

 

 

/s/ Stephen R. Blank

 

Director

 

February 22, 2013

Stephen R. Blank

 

 

 

 

 

 

 

 

 

/s/ Alan L. Gosule

 

Director

 

February 22, 2013

Alan L. Gosule

 

 

 

 

 

 

 

 

 

/s/ Leonard F. Helbig, III

 

Director

 

February 22, 2013

Leonard F. Helbig, III

 

 

 

 

 

 

 

 

 

/s/ Charles J. Koch

 

Director

 

February 22, 2013

Charles J. Koch

 

 

 

 

 

 

 

 

 

/s/ Thomas P. Lydon, Jr.

 

Director

 

February 22, 2013

Thomas P. Lydon, Jr.

 

 

 

 

 

 

 

 

 

/s/ Clifford W. Smith, Jr.

 

Director

 

February 22, 2013

Clifford W. Smith, Jr.

 

 

 

 

 

104



Table of Contents

 

HOME PROPERTIES, INC.

FORM 10-K

For The Year Ended December 31, 2012

Exhibit Index

 

Except as otherwise indicated, the exhibits listed below are filed as part of this report.  References to exhibits or other filings under the caption “Location” indicate that exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference.

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

2.1

 

Agreement among Home Properties of New York, Inc. and Philip J. Solondz, Daniel Solondz and Julia Weinstein Relating to Royal Gardens I, together with Amendment No. 1

 

Incorporated by reference to the Form 8-K filed by Home Properties of New York, Inc. dated 6/6/97 (the “6/6/97 8-K”)

 

 

 

 

 

2.2

 

Agreement among Home Properties of New York, Inc. and Philip Solondz and Daniel Solondz relating to Royal Gardens II, together with Amendment No. 1

 

Incorporated by reference to the 6/6/97 8-K

 

 

 

 

 

2.3

 

Contribution Agreement dated March 2, 1998 among Home Properties of New York, L.P., Braddock Lee Limited Partnership and Tower Construction Group, LLC

 

Incorporated by reference to the Form 8-K filed by Home Properties of New York, Inc., dated 3/24/98 (the “3/24/98 8-K”)

 

 

 

 

 

2.4

 

Contribution Agreement dated March 2, 1998 among Home Properties of New York, L.P., Park Shirlington Limited Partnership and Tower Construction Group, LLC

 

Incorporated by reference to the 3/24/98 8-K

 

 

 

 

 

3.1

 

Articles of Amendment and Restatement of Articles of Incorporation of Home Properties of New York, Inc.

 

Incorporated by reference to Home Properties of New York, Registration Statement on Form S-11, File No. 33-78862 (the “S-11 Registration Statement”)

 

 

 

 

 

3.2

 

Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.

 

Incorporated by reference to the Home Properties of New York, Inc. Registration Statement on Form S-3 File No. 333-52601 filed 5/14/98

 

 

 

 

 

3.3

 

Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.

 

Incorporated by reference to Form 8-K filed by Home Properties of New York, Inc. dated 7/2/99

 

 

 

 

 

3.4

 

Articles of Amendment of the Articles of Incorporation of Home Properties of New York, Inc.

 

Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the quarter ended 3/31/04

 

 

 

 

 

3.5

 

Second Amended and Restated By-laws of Home Properties, Inc.

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. dated 11/2/07

 

 

 

 

 

3.6

 

By-Laws of Home Properties Management, Inc.

 

Incorporated by reference to S-11 Registration Statement

 

 

 

 

 

3.7

 

Articles of Incorporation of Conifer Realty Corporation

 

Incorporated by reference to Form 10-K filed by Home Properties of New York, Inc. for the period ended 12/31/95 (the “12/31/95 10-K”)

 

105



Table of Contents

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

3.8

 

Articles of Amendment to the Articles of Incorporation of Conifer Realty Corporation Changing the name to Home Properties Resident Services, Inc.

 

Incorporated by reference to the Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/00

 

 

 

 

 

3.9

 

By-Laws of Conifer Realty Corporation (now Home Properties Resident Services, Inc.)

 

Incorporated by reference to the 12/31/95 10-K

 

 

 

 

 

3.10

 

Home Properties Trust Declaration of Trust, dated September 19, 1997

 

Incorporated by reference to the Form 8-K filed by Home Properties of New York, Inc. dated 9/26/97 (the “9/26/97 8-K”)

 

 

 

 

 

4.1

 

Form of certificate representing Shares of Common Stock

 

Incorporated by reference to the Form 10- K filed by Home Properties of New York, Inc. for the period ended 12/31/94 (the “12/31/94 10-K”)

 

 

 

 

 

4.2

 

Agreement of Home Properties of New York, Inc. to file instruments defining the rights of holders of long-term debt of it or its subsidiaries with the Commission upon request

 

Incorporated by reference to the 12/31/94 10-K

 

 

 

 

 

4.3

 

Indenture, dated October 24, 2006 between Home Properties, Inc., Home Properties, L.P. and Wells Fargo Bank, N.A., as trustee including the form of 4.125% Exchangeable Senior Notes due 2026 of Home Properties, L.P. and the Guarantee of Home Properties, Inc. with respect thereto

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 10/25/06 (the “10/25/06 8-K”)

 

 

 

 

 

4.4

 

Registration Rights Agreement, dated October 24, 2006, between Home Properties, Inc., Home Properties, L.P. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bear Stearns & Co., Inc.

 

Incorporated by reference to the 10/25/06 8-K

 

 

 

 

 

10.1

 

Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P.

 

Incorporated by reference to the 9/26/97 8-K

 

 

 

 

 

10.2

 

Amendment No. Four to the Second Amended and Restated Agreement of Limited Partnership of Home Properties of New York, L.P.

 

Incorporated by reference to Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/97

 

 

 

 

 

10.3

 

Amendment No. Sixty-Two to the Second Amended and Restated Limited Partnership Agreement

 

Incorporated by reference to Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/03

 

 

 

 

 

10.4

 

Indemnification Agreement between Home Properties of New York, Inc. and certain officers and Directors*

 

Incorporated by reference to the Form 10-Q filed by Home Properties of New York, Inc. for the quarter ended 6/30/94

 

 

 

 

 

10.5

 

Indemnification Agreement between Home Properties of New York, Inc. and Alan L. Gosule*

 

Incorporated by reference to the Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/96

 

106



Table of Contents

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

10.6

 

Master Credit Facility Agreement by and among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp., dated as of August 28, 1998

 

Incorporated by reference to Form 10-Q filed by the Home Properties of New York, Inc. for the quarter ended 9/30/98

 

 

 

 

 

10.7

 

First Amendment to Master Credit Facility Agreement, dated as of December 11, 1998 among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae

 

Incorporated by reference to the Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/98

 

 

 

 

 

10.8

 

Second Amendment to Master Credit Facility Agreement, dated as of August 30, 1999 among Home Properties of New York, Inc., Home Properties of New York, L.P., Home Properties WMF I LLC and Home Properties of New York, L.P. and P-K Partnership doing business as Patricia Court and Karen Court and WMF Washington Mortgage Corp. and Fannie Mae

 

Incorporated by reference to Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/99 (the “12/31/99 10-K”)

 

 

 

 

 

10.9

 

Amended and Restated Employment Agreement, dated November 20, 2006 between Edward J. Pettinella and Home Properties, Inc.*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 11/21/06

 

 

 

 

 

10.10

 

Amendment No. One to Employment Agreement between Edward J. Pettinella and Home Properties, Inc.*

 

Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the period ended 9/30/08 (the “9/30/08 10-Q”)

 

 

 

 

 

10.11

 

Amendment No. 2 to Employment Agreement between Edward J. Pettinella and Home Properties, Inc.*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 11/2/09

 

 

 

 

 

10.12

 

Articles of Merger of Home Properties Management, Inc. into Home Properties Resident Services, Inc.

 

Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the annual period ended 12/31/06

 

 

 

 

 

10.13

 

Purchase Agreement, dated October 18, 2006 between Home Properties, Inc., Home Properties, L.P. and Merrill Lynch & Co., Merrill Lynch, Pierce Fenner & Smith and Bear Stearns & Co., Inc.

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 10/19/06

 

 

 

 

 

10.14

 

2000 Stock Benefit Plan*

 

Incorporated by reference to the 12/31/99 10-K

 

 

 

 

 

10.15

 

Home Properties of New York, Inc. Amendment No. One to 2000 Stock Benefit Plan*

 

Incorporated by reference to the Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/01 (the “12/31/01 10-K”)

 

 

 

 

 

10.16

 

Home Properties of New York, Inc. Amendment No. Two to 2000 Stock Benefit Plan*

 

Incorporated by reference to the 12/31/01 10-K

 

 

 

 

 

10.17

 

Home Properties of New York, Inc. Amendment No. Three to 2000 Stock Benefit Plan*

 

Incorporated by reference to the Form 10-K filed by Home Properties of New York, Inc. for the annual period ended 12/31/03

 

 

 

 

 

10.18

 

Amendment No. Four to Home Properties, Inc. 2000 Stock Benefit Plan*

 

Incorporated by reference to the 9/30/08 10-Q

 

107



Table of Contents

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

10.19

 

Amended and Restated 2003 Stock Benefit Plan*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. dated 5/6/05

 

 

 

 

 

10.20

 

Amendment No. One to Amended and Restated Home Properties, Inc. 2003 Stock Benefit Plan*

 

Incorporated by reference to the 9/30/08 10-Q

 

 

 

 

 

10.21

 

Home Properties, Inc. 2008 Stock Benefit Plan*

 

Incorporated by reference to the Schedule 14A filed on 3/24/08

 

 

 

 

 

10.22

 

Amendment No. One to Home Properties, Inc. 2008 Stock Benefit Plan*

 

Incorporated by reference to the 9/30/08 10-Q

 

 

 

 

 

10.23

 

Seventh Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 9/28/06

 

 

 

 

 

10.24

 

Deferred Bonus Plan (Amended and Restated as of January 1, 2008)*

 

Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the period ended 12/31/07 (the “12/31/07 10-K”)

 

 

 

 

 

10.25

 

Director Deferred Compensation Plan (Amended and Restated as of January 1, 2008)*

 

Incorporated by reference to the 12/31/07 10-K

 

 

 

 

 

10.26

 

Amendment No. One to Home Properties, Inc. Deferred Bonus Plan (Amended and Restated January 1, 2008)*

 

Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the period ended 12/31/09 (the “12/31/09 10-K”)

 

 

 

 

 

10.27

 

Indemnification Agreement between Home Properties, Inc. and Stephen R. Blank*

 

Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the period ended 12/31/08

 

 

 

 

 

10.28

 

Amended and Restated Lease Agreement Between Clinton Square Asset Holding Associates, L.P. and Home Properties, L.P. dated July 6, 2009

 

Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the quarter ended 6/30/09

 

 

 

 

 

10.29

 

Amendment No. Eighty-Nine to Second Amended and Restated Limited Partnership Agreement

 

Incorporated by reference to the 12/31/09 10-K

 

 

 

 

 

10.30

 

Indemnification Agreement between Home Properties, Inc. and Charles J. Koch*

 

Incorporated by reference to the 12/31/09 10-K

 

 

 

 

 

10.31

 

Employment Agreement between Edward J. Pettinella, the Company’s President and Chief Executive Officer and Home Properties, Inc. effective January 1, 2011*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 12/29/10

 

 

 

 

 

10.32

 

Amended and Restated Executive Retention Plan*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 2/16/11 (the “2/16/11 8-K”)

 

 

 

 

 

10.33

 

Executive Stock Ownership Guidelines, adopted February 12, 2011

 

Incorporated by reference to the 2/16/11 8-K

 

 

 

 

 

10.34

 

Indemnification Agreement between Home Properties, Inc. and Thomas P. Lydon, Jr.*

 

Incorporated by reference to the Form 10-K filed by Home Properties, Inc. for the period ended 12/31/10

 

108



Table of Contents

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

10.35

 

Home Properties, Inc. Incentive Compensation Plan*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 5/5/11

 

 

 

 

 

10.36

 

Home Properties, Inc. 2011 Stock Benefit Plan*

 

Incorporated by reference to the Home Properties Registration Statement on Form S-8, File No. 333-173947 filed on 5/5/11 (the “5/5/11 S-8”)

 

 

 

 

 

10.37

 

Form of Employee Incentive Stock Option Certificate*

 

Incorporated by reference to the 5/5/11 S-8

 

 

 

 

 

10.38

 

Form of Director Non-Qualified Stock Option Certificate*

 

Incorporated by reference to the 5/5/11 S-8

 

 

 

 

 

10.39

 

Form of Employee Non-Qualified Stock Option Certificate*

 

Incorporated by reference to the 5/5/11 S-8

 

 

 

 

 

10.40

 

Form of Director Restricted Stock Certificate*

 

Incorporated by reference to the 5/5/11 S-8

 

 

 

 

 

10.41

 

Form of Employee Restricted Stock Certificate*

 

Incorporated by reference to the 5/5/11 S-8

 

 

 

 

 

10.42

 

Underwriting Agreement, dated September 20, 2011 between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Underwriters

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 9/20/11

 

 

 

 

 

10.43

 

Nonqualified Voluntary Deferred Compensation Plan*

 

Incorporated by reference to the Form 10-Q filed by Home Properties, Inc. for the quarter ended 9/30/11 (the “9/30/11 10-Q”)

 

 

 

 

 

10.44

 

Amendment Number Two to Deferred Bonus Plan*

 

Incorporated by reference to the 9/30/11 10-Q

 

 

 

 

 

10.45

 

Amended and Restated Credit Agreement

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 12/13/11 (the “12/13/11 8-K”)

 

 

 

 

 

10.46

 

Amended and Restated Guaranty

 

Incorporated by reference to the 12/13/11 8-K

 

 

 

 

 

10.47

 

Note Purchase Agreement relating to Series A and Series B Senior Guaranteed Notes

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 12/20/11 (the “12/20/11 8-K”)

 

 

 

 

 

10.48

 

Affiliate Guaranty

 

Incorporated by reference to the 12/20/11 8-K

 

 

 

 

 

10.49

 

Home Properties, Inc. 2011 Stock Benefit Plan 2012 Restricted Stock Unit Master Agreement*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 2/9/12

 

 

 

 

 

10.50

 

ATM Offering Sales Agreement dated September 17, 2010 between Home Properties, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Stifel, Nicolaus & Company, Incorporated

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 9/17/10

 

 

 

 

 

10.51

 

ATM Equity Offering Sales Agreement dated May 14, 2012 between Home Properties, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Jefferies & Company, Inc., J.P. Morgan Securities LLC and RBS Securities, Inc.

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 5/14/12

 

109



Table of Contents

 

Exhibit

 

 

 

 

Number

 

Exhibit

 

Location

10.52

 

Consultation Agreement, Non-Compete and General Release between Home Properties, L.P. and Scott Doyle dated August 31, 2012*

 

Incorporated by reference to Form 10-Q filed by Home Properties, Inc. for the quarter ended 9/30/2012

 

 

 

 

 

10.53

 

Home Properties, Inc. 2011 Stock Benefit Plan 2013 Restricted Stock Unit Master Agreement and Form of Award Certificate*

 

Incorporated by reference to the Form 8-K filed by Home Properties, Inc. on 1/3/2013

 

 

 

 

 

11

 

Computation of Per Share Earnings Schedule

 

Filed herewith

 

 

 

 

 

21

 

List of Subsidiaries of Home Properties, Inc.

 

Filed herewith

 

 

 

 

 

23

 

Consent of PricewaterhouseCoopers LLP

 

Filed herewith

 

 

 

 

 

31.1

 

Section 302 Certification of Chief Executive Officer

 

Filed herewith

 

 

 

 

 

31.2

 

Section 302 Certification of Chief Financial Officer

 

Filed herewith

 

 

 

 

 

32.1

 

Section 906 Certification of Chief Executive Officer**

 

Furnished herewith

 

 

 

 

 

32.2

 

Section 906 Certification of Chief Financial Officer**

 

Furnished herewith

 

 

 

 

 

99

 

Additional Exhibits - Debt Summary Schedule

 

Filed herewith

 

 

 

 

 

101

 

XBRL (eXtensible Business Reporting Language). The following materials from the Home Properties, Inc. Annual Report on Form 10-K for the period ended December 31, 2012, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of equity, (v) consolidated statements of cash flows and (vi) notes to consolidated financial statements. As provided in Rule 406T of Regulation S-T, this information is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

 

Filed herewith

 


*                 Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K pursuant to Item 15(b) of Form 10-K.

 

**          These exhibits are not incorporated by reference in any registration statement or report which incorporates this Annual Report on Form 10-K for the year ended December 31, 2012.

 

110