Form 10-Q EQUITY RESIDENTIAL For: Sep 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
�
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER�30, 2014
OR
� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ��������������� to ���������������
Commission File Number:�1-12252 (Equity Residential)
Commission File Number: 0-24920 (ERP Operating Limited Partnership)
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland (Equity Residential) | 13-3675988 (Equity Residential) |
Illinois (ERP Operating Limited Partnership) | 36-3894853 (ERP Operating Limited Partnership) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
� | � |
Two North Riverside Plaza, Chicago, Illinois 60606 | (312) 474-1300 |
�(Address of principal executive offices) (Zip Code) | (Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1)�has filed all reports required to be filed by Section�13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)�has been subject to such filing requirements for the past 90 days.
Equity Residential Yes x����No � | ERP Operating Limited Partnership Yes x������No o |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (�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).
Equity Residential Yes x����No � | ERP Operating Limited Partnership Yes x������No o |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Equity Residential: | |
Large accelerated filer�x | Accelerated filer�� |
Non-accelerated filer ��(Do not check if a smaller reporting company) | Smaller reporting company�� |
ERP Operating Limited Partnership: | |
Large accelerated filer � | Accelerated filer � |
Non-accelerated filer x�(Do not check if a smaller reporting company) | Smaller reporting company � |
Indicate by check mark whether the registrant is a shell company (as defined in Rule�12b-2 of the Exchange Act).�
Equity Residential Yes �����No x | ERP Operating Limited Partnership Yes �������No x� |
The number of EQR Common Shares of Beneficial Interest, $0.01 par value, outstanding on October�31, 2014 was 362,363,189.
EXPLANATORY NOTE
This report combines the reports on Form 10-Q for the quarterly period ended September�30, 2014 of Equity Residential and ERP Operating Limited Partnership. Unless stated otherwise or the context otherwise requires, references to EQR mean Equity Residential, a Maryland real estate investment trust ( REIT ), and references to ERPOP mean ERP Operating Limited Partnership, an Illinois limited partnership. References to the Company, we, us or our mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the Operating Partnership mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. The following chart illustrates the Company's and the Operating Partnership's corporate structure:
����
EQR is the general partner of, and as of September�30, 2014 owned an approximate 96.2% ownership interest in, ERPOP. The remaining 3.8% interest is owned by limited partners. As the sole general partner of ERPOP, EQR has exclusive control of ERPOP's day-to-day management.
The Company is structured as an umbrella partnership REIT ( UPREIT ) and contributes all net proceeds from its various equity offerings to the Operating Partnership. In return for those contributions, the Company receives a number of OP Units (see definition below) in the Operating Partnership equal to the number of Common Shares it has issued in the equity offering. Contributions of properties to the Company can be structured as tax-deferred transactions through the issuance of OP Units in the Operating Partnership, which is one of the reasons why the Company is structured in the manner shown above. Based on the terms of ERPOP's partnership agreement, OP Units can be exchanged with Common Shares on a one-for-one basis. The Company maintains a one-for-one relationship between the OP Units of the Operating Partnership issued to EQR and the Common Shares.
����
The Company believes that combining the reports on Form 10-Q of EQR and ERPOP into this single report provides the following benefits:
" | enhances investors' understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
" | eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and |
" | creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
Management operates the Company and the Operating Partnership as one business. The management of EQR consists of the same members as the management of ERPOP.
The Company believes it is important to understand the few differences between EQR and ERPOP in the context of how EQR and ERPOP operate as a consolidated company. All of the Company's property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR's primary function is acting as the general partner of ERPOP. EQR also issues equity from time to time and guarantees certain debt of ERPOP, as disclosed in this report. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Company's ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for the net proceeds from equity offerings by the Company, which are contributed
to the capital of the Operating Partnership in exchange for additional limited partnership interests in the Operating Partnership ( OP Units ) (on a one-for-one Common Share per OP Unit basis), the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of secured and unsecured debt and equity securities and proceeds received from disposition of certain properties and joint ventures.
Shareholders' equity, partners' capital and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership. The limited partners of the Operating Partnership are accounted for as partners' capital in the Operating Partnership's financial statements and as noncontrolling interests in the Company's financial statements. The noncontrolling interests in the Operating Partnership's financial statements include the interests of unaffiliated partners in various consolidated partnerships and development joint venture partners. The noncontrolling interests in the Company's financial statements include the same noncontrolling interests at the Operating Partnership level and limited partner OP Unit holders of the Operating Partnership. The differences between shareholders' equity and partners' capital result from differences in the equity issued at the Company and Operating Partnership levels.
To help investors understand the significant differences between the Company and the Operating Partnership, this report provides separate consolidated financial statements for the Company and the Operating Partnership; a single set of consolidated notes to such financial statements that includes separate discussions of each entity's debt, noncontrolling interests and shareholders' equity or partners' capital, as applicable; and a combined Management's Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity.
This report also includes separate Part�I, Item�4. Controls and Procedures sections and separate Exhibits�31 and 32 certifications for each of the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are compliant with Rule�13a-15 or Rule�15d-15 of the Securities Exchange Act of 1934 and 18�U.S.C. �1350.
�
In order to highlight the differences between the Company and the Operating Partnership, the separate sections in this report for the Company and the Operating Partnership specifically refer to the Company and the Operating Partnership. In the sections that combine disclosure of the Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that directly or indirectly enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the Company is one business and the Company operates that business through the Operating Partnership.
�
As general partner with control of the Operating Partnership, the Company consolidates the Operating Partnership for financial reporting purposes, and EQR essentially has no assets or liabilities other than its investment in ERPOP. Therefore, the assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements. The separate discussions of the Company and the Operating Partnership in this report should be read in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates the Company.
TABLE OF CONTENTS
� | PAGE |
����������������������and Results of Operations | |
EQUITY RESIDENTIAL
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except for share amounts)
(Unaudited)
September�30, 2014 | December�31, 2013 | |||||||
ASSETS | ||||||||
Investment in real estate | ||||||||
Land | $ | 6,329,907 | $ | 6,192,512 | ||||
Depreciable property | 19,919,609 | 19,226,047 | ||||||
Projects under development | 1,046,210 | 988,867 | ||||||
Land held for development | 279,139 | 393,522 | ||||||
Investment in real estate | 27,574,865 | 26,800,948 | ||||||
Accumulated depreciation | (5,314,260 | ) | (4,807,709 | ) | ||||
Investment in real estate, net | 22,260,605 | 21,993,239 | ||||||
Cash and cash equivalents | 31,478 | 53,534 | ||||||
Investments in unconsolidated entities | 128,100 | 178,526 | ||||||
Deposits� restricted | 84,945 | 103,567 | ||||||
Escrow deposits� mortgage | 45,995 | 42,636 | ||||||
Deferred financing costs, net | 60,530 | 58,486 | ||||||
Other assets | 396,441 | 404,557 | ||||||
Total assets | $ | 23,008,094 | $ | 22,834,545 | ||||
LIABILITIES AND EQUITY | ||||||||
Liabilities: | ||||||||
Mortgage notes payable | $ | 5,090,960 | $ | 5,174,166 | ||||
Notes, net | 5,420,646 | 5,477,088 | ||||||
Lines of credit | 446,000 | 115,000 | ||||||
Accounts payable and accrued expenses | 203,070 | 118,791 | ||||||
Accrued interest payable | 86,472 | 78,309 | ||||||
Other liabilities | 349,371 | 347,748 | ||||||
Security deposits | 75,738 | 71,592 | ||||||
Distributions payable | 188,266 | 243,511 | ||||||
Total liabilities | 11,860,523 | 11,626,205 | ||||||
Commitments and contingencies | ||||||||
Redeemable Noncontrolling Interests� Operating Partnership | 430,149 | 363,144 | ||||||
Equity: | ||||||||
Shareholders equity: | ||||||||
Preferred Shares of beneficial interest, $0.01 par value; | ||||||||
100,000,000 shares authorized; 1,000,000 shares issued and outstanding as of September 30, 2014 and December 31, 2013 | 50,000 | 50,000 | ||||||
Common Shares of beneficial interest, $0.01 par value; | ||||||||
1,000,000,000 shares authorized; 362,208,087 shares issued and outstanding as of September 30, 2014 and 360,479,260 shares issued and outstanding as of December�31, 2013 | 3,622 | 3,605 | ||||||
Paid in capital | 8,574,176 | 8,561,500 | ||||||
Retained earnings | 1,915,344 | 2,047,258 | ||||||
Accumulated other comprehensive (loss) | (164,806 | ) | (155,162 | ) | ||||
Total shareholders equity | 10,378,336 | 10,507,201 | ||||||
Noncontrolling Interests: | ||||||||
Operating Partnership | 213,889 | 211,412 | ||||||
Partially Owned Properties | 125,197 | 126,583 | ||||||
Total Noncontrolling Interests | 339,086 | 337,995 | ||||||
Total equity | 10,717,422 | 10,845,196 | ||||||
Total liabilities and equity | $ | 23,008,094 | $ | 22,834,545 | ||||
See accompanying notes
2
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per share data)
(Unaudited)
� | Nine Months Ended September 30, | Quarter�Ended�September�30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
REVENUES | ||||||||||||||||
Rental income | $ | 1,942,492 | $ | 1,741,169 | $ | 662,001 | $ | 624,063 | ||||||||
Fee and asset management | 7,596 | 7,399 | 2,077 | 2,566 | ||||||||||||
Total revenues | 1,950,088 | 1,748,568 | 664,078 | 626,629 | ||||||||||||
EXPENSES | ||||||||||||||||
Property and maintenance | 361,105 | 330,812 | 120,144 | 118,782 | ||||||||||||
Real estate taxes and insurance | 245,717 | 217,753 | 80,568 | 75,916 | ||||||||||||
Property management | 61,080 | 63,395 | 18,407 | 18,875 | ||||||||||||
Fee and asset management | 4,293 | 4,739 | 1,253 | 1,516 | ||||||||||||
Depreciation | 565,772 | 796,233 | 190,469 | 276,707 | ||||||||||||
General and administrative | 41,296 | 47,017 | 9,968 | 14,437 | ||||||||||||
Total expenses | 1,279,263 | 1,459,949 | 420,809 | 506,233 | ||||||||||||
Operating income | 670,825 | 288,619 | 243,269 | 120,396 | ||||||||||||
Interest and other income | 3,213 | 1,767 | 576 | 1,015 | ||||||||||||
Other expenses | (7,161 | ) | (27,718 | ) | (4,971 | ) | (4,368 | ) | ||||||||
Interest: | ||||||||||||||||
Expense incurred, net | (347,224 | ) | (437,452 | ) | (118,251 | ) | (120,035 | ) | ||||||||
Amortization of deferred financing costs | (8,554 | ) | (15,636 | ) | (2,628 | ) | (4,335 | ) | ||||||||
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net gain (loss) on sales of land parcels, discontinued operations and net gain on sales of real estate properties | 311,099 | (190,420 | ) | 117,995 | (7,327 | ) | ||||||||||
Income and other tax (expense) benefit | (1,146 | ) | (1,325 | ) | (260 | ) | (492 | ) | ||||||||
(Loss) from investments in unconsolidated entities | (10,201 | ) | (57,749 | ) | (1,176 | ) | (3,209 | ) | ||||||||
Net gain (loss) on sales of land parcels | 1,846 | 12,179 | 1,052 | (2,437 | ) | |||||||||||
Income (loss) from continuing operations | 301,598 | (237,315 | ) | 117,611 | (13,465 | ) | ||||||||||
Discontinued operations, net | 1,500 | 2,026,798 | (62 | ) | 405,182 | |||||||||||
Income before net gain on sales of real estate properties | 303,098 | 1,789,483 | 117,549 | 391,717 | ||||||||||||
Net gain on sales of real estate properties | 128,544 | 113,641 | ||||||||||||||
Net income | 431,642 | 1,789,483 | 231,190 | 391,717 | ||||||||||||
Net (income) loss attributable to Noncontrolling Interests: | ||||||||||||||||
Operating Partnership | (16,273 | ) | (70,947 | ) | (8,738 | ) | (14,836 | ) | ||||||||
Partially Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Net income attributable to controlling interests | 413,569 | 1,719,637 | 221,744 | 377,192 | ||||||||||||
Preferred distributions | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
Net income available to Common Shares | $ | 410,460 | $ | 1,716,528 | $ | 220,707 | $ | 376,155 | ||||||||
Earnings per share� basic: | ||||||||||||||||
Income (loss) from continuing operations available to Common Shares | $ | 1.13 | $ | (0.65 | ) | $ | 0.61 | $ | (0.04 | ) | ||||||
Net income available to Common Shares | $ | 1.14 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Weighted average Common Shares outstanding | 360,900 | 352,414 | 361,409 | 359,811 | ||||||||||||
Earnings per share� diluted: | ||||||||||||||||
Income (loss) from continuing operations available to Common Shares | $ | 1.13 | $ | (0.65 | ) | $ | 0.61 | $ | (0.04 | ) | ||||||
Net income available to Common Shares | $ | 1.13 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Weighted average Common Shares outstanding | 377,228 | 352,414 | 377,954 | 359,811 | ||||||||||||
Distributions declared per Common Share outstanding | $ | 1.50 | $ | 1.20 | $ | 0.50 | $ | 0.40 | ||||||||
See accompanying notes
3
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
(Amounts in thousands except per share data)
(Unaudited)
�
� | Nine Months Ended September 30, | Quarter�Ended�September�30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Comprehensive income: | ||||||||||||||||
Net income | $ | 431,642 | $ | 1,789,483 | $ | 231,190 | $ | 391,717 | ||||||||
Other comprehensive (loss) income: | ||||||||||||||||
Other comprehensive (loss) income derivative instruments: | ||||||||||||||||
Unrealized holding (losses) gains arising during the period | (21,784 | ) | 8,737 | 97 | (3,600 | ) | ||||||||||
Losses reclassified into earnings from other comprehensive income | 12,606 | 16,084 | 4,271 | 3,986 | ||||||||||||
Other comprehensive income (loss) other instruments: | ||||||||||||||||
Unrealized holding gains (losses) arising during the period | 554 | (374 | ) | |||||||||||||
(Gains) realized during the period | (830 | ) | (830 | ) | ||||||||||||
Other comprehensive (loss) foreign currency: | ||||||||||||||||
Currency translation adjustments arising during the period | (466 | ) | (789 | ) | (2,184 | ) | (1,730 | ) | ||||||||
Other comprehensive (loss) income | (9,644 | ) | 23,756 | 2,184 | (2,548 | ) | ||||||||||
Comprehensive income | 421,998 | 1,813,239 | 233,374 | 389,169 | ||||||||||||
Comprehensive (income) attributable to Noncontrolling Interests | (17,705 | ) | (70,770 | ) | (9,530 | ) | (14,428 | ) | ||||||||
Comprehensive income attributable to controlling interests | $ | 404,293 | $ | 1,742,469 | $ | 223,844 | $ | 374,741 | ||||||||
See accompanying notes
4
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
� | Nine Months�Ended�September 30, | |||||||
� | 2014 | 2013 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 431,642 | $ | 1,789,483 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 565,772 | 830,097 | ||||||
Amortization of deferred financing costs | 8,554 | 15,864 | ||||||
Amortization of above/below market leases | 2,376 | 2,214 | ||||||
Amortization of discounts and premiums on debt | (8,750 | ) | (37,612 | ) | ||||
Amortization of deferred settlements on derivative instruments | 12,205 | 15,683 | ||||||
Write-off of pursuit costs | 2,067 | 3,969 | ||||||
Loss from investments in unconsolidated entities | 10,201 | 57,749 | ||||||
Distributions from unconsolidated entities� return on capital | 4,557 | 1,519 | ||||||
Net (gain) on sales of investment securities | (57 | ) | (830 | ) | ||||
Net (gain) on sales of land parcels | (1,846 | ) | (12,179 | ) | ||||
Net (gain) on sales of discontinued operations | (223 | ) | (1,990,577 | ) | ||||
Net (gain) on sales of real estate properties | (128,544 | ) | ||||||
Unrealized (gain) loss on derivative instruments | (66 | ) | 32 | |||||
Compensation paid with Company Common Shares | 24,647 | 29,019 | ||||||
Changes in assets and liabilities: | ||||||||
(Increase) decrease in deposits� restricted | (2,223 | ) | 4,152 | |||||
Decrease in mortgage deposits | 1,638 | 271 | ||||||
Decrease in other assets | 3,854 | 7,315 | ||||||
Increase in accounts payable and accrued expenses | 76,331 | 65,001 | ||||||
Increase (decrease) in accrued interest payable | 8,163 | (2,175 | ) | |||||
(Decrease) in other liabilities | (173 | ) | (5,427 | ) | ||||
Increase (decrease) in security deposits | 4,146 | (6,475 | ) | |||||
Net cash provided by operating activities | 1,014,271 | 767,093 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Acquisition of Archstone, net of cash acquired | (4,000,875 | ) | ||||||
Investment in real estate� acquisitions | (404,658 | ) | (108,308 | ) | ||||
Investment in real estate� development/other | (380,691 | ) | (256,965 | ) | ||||
Capital expenditures to real estate | (133,181 | ) | (96,866 | ) | ||||
Non-real estate capital additions | (2,446 | ) | (3,359 | ) | ||||
Interest capitalized for real estate and unconsolidated entities under development | (38,140 | ) | (32,946 | ) | ||||
Proceeds from disposition of real estate, net | 224,538 | 4,434,708 | ||||||
Investments in unconsolidated entities | (14,568 | ) | (59,363 | ) | ||||
Distributions from unconsolidated entities� return of capital | 77,042 | 25,471 | ||||||
Proceeds from sale of investment securities | 57 | 828 | ||||||
Decrease in deposits on real estate acquisitions and investments, net | 20,845 | 147,890 | ||||||
Decrease in mortgage deposits | 560 | 7,623 | ||||||
Acquisition of Noncontrolling Interests� Partially Owned Properties | (5,501 | ) | ||||||
Net cash (used for) provided by investing activities | (656,143 | ) | 57,838 | |||||
See accompanying notes
5
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
(Unaudited)
�
� | Nine Months�Ended�September 30, | |||||||
� | 2014 | 2013 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Debt financing costs | $ | (10,598 | ) | $ | (18,254 | ) | ||
Mortgage deposits | (5,557 | ) | (3,769 | ) | ||||
Mortgage notes payable: | ||||||||
Proceeds | 5,951 | |||||||
Lump sum payoffs | (63,772 | ) | (701,762 | ) | ||||
Scheduled principal repayments | (8,919 | ) | (9,527 | ) | ||||
Notes, net: | ||||||||
Proceeds | 1,194,278 | 1,245,550 | ||||||
Lump sum payoffs | (1,250,000 | ) | (400,000 | ) | ||||
Lines of credit: | ||||||||
Proceeds | 5,324,000 | 8,413,000 | ||||||
Repayments | (4,993,000 | ) | (8,413,000 | ) | ||||
(Payments on) settlement of derivative instruments | (758 | ) | (44,013 | ) | ||||
Proceeds from Employee Share Purchase Plan (ESPP) | 2,728 | 2,973 | ||||||
Proceeds from exercise of options | 56,554 | 16,044 | ||||||
Common Shares repurchased and retired | (1,777 | ) | ||||||
Payment of offering costs | (954 | ) | ||||||
Other financing activities, net | (33 | ) | (33 | ) | ||||
Contributions� Noncontrolling Interests� Partially Owned Properties | 5,684 | 11,520 | ||||||
Contributions� Noncontrolling Interests� Operating Partnership | 3 | 5 | ||||||
Distributions: | ||||||||
Common Shares | (595,564 | ) | (537,464 | ) | ||||
Preferred Shares | (3,109 | ) | (3,109 | ) | ||||
Noncontrolling Interests� Operating Partnership | (23,582 | ) | (22,216 | ) | ||||
Noncontrolling Interests� Partially Owned Properties | (6,762 | ) | (5,702 | ) | ||||
Net cash (used for) financing activities | (380,184 | ) | (464,760 | ) | ||||
Net (decrease) increase in cash and cash equivalents | (22,056 | ) | 360,171 | |||||
Cash and cash equivalents, beginning of period | 53,534 | 612,590 | ||||||
Cash and cash equivalents, end of period | $ | 31,478 | $ | 972,761 | ||||
�
See accompanying notes
6
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
(Unaudited)�
� | Nine Months�Ended�September 30, | |||||||
� | 2014 | 2013 | ||||||
SUPPLEMENTAL INFORMATION: | ||||||||
Cash paid for interest, net of amounts capitalized | $ | 335,646 | $ | 451,495 | ||||
Net cash paid for income and other taxes | $ | 866 | $ | 1,064 | ||||
Amortization of deferred financing costs: | ||||||||
Investment in real estate, net | $ | $ | (152 | ) | ||||
Deferred financing costs, net | $ | 8,554 | $ | 16,016 | ||||
Amortization of discounts and premiums on debt: | ||||||||
Mortgage notes payable | $ | (10,515 | ) | $ | (39,232 | ) | ||
Notes, net | $ | 1,765 | $ | 1,620 | ||||
Amortization of deferred settlements on derivative instruments: | ||||||||
Other liabilities | $ | (401 | ) | $ | (401 | ) | ||
Accumulated other comprehensive income | $ | 12,606 | $ | 16,084 | ||||
Loss from investments in unconsolidated entities: | ||||||||
Investments in unconsolidated entities | $ | 7,684 | $ | 51,907 | ||||
Other liabilities | $ | 2,517 | $ | 5,842 | ||||
Distributions from unconsolidated entities return on capital: | ||||||||
Investments in unconsolidated entities | $ | 4,399 | $ | 1,519 | ||||
Other liabilities | $ | 158 | $ | |||||
Unrealized (gain) loss on derivative instruments: | ||||||||
Other assets | $ | 11,409 | $ | (10,609 | ) | |||
Notes, net | $ | (2,485 | ) | $ | (1,523 | ) | ||
Other liabilities | $ | 12,794 | $ | 3,427 | ||||
Accumulated other comprehensive income | $ | (21,784 | ) | $ | 8,737 | |||
Acquisition of Archstone, net of cash acquired: | ||||||||
Investment in real estate, net | $ | 39,929 | $ | (8,710,242 | ) | |||
Investments in unconsolidated entities | $ | (33,993 | ) | $ | (217,092 | ) | ||
Deposits restricted | $ | $ | (474 | ) | ||||
Escrow deposits mortgage | $ | $ | (35,897 | ) | ||||
Deferred financing costs, net | $ | $ | (25,780 | ) | ||||
Other assets | $ | (2,586 | ) | $ | (203,295 | ) | ||
Mortgage notes payable | $ | $ | 3,076,876 | |||||
Accounts payable and accrued expenses | $ | (146 | ) | $ | 17,576 | |||
Accrued interest payable | $ | $ | 11,305 | |||||
Other liabilities | $ | (3,204 | ) | $ | 117,068 | |||
Security deposits | $ | $ | 10,949 | |||||
Issuance of Common Shares | $ | $ | 1,929,868 | |||||
Noncontrolling Interests Partially Owned Properties | $ | $ | 28,263 | |||||
Interest capitalized for real estate and unconsolidated entities under development: | ||||||||
Investment in real estate, net | $ | (38,086 | ) | $ | (31,648 | ) | ||
Investments in unconsolidated entities | $ | (54 | ) | $ | (1,298 | ) | ||
Investments in unconsolidated entities: | ||||||||
Investments in unconsolidated entities | $ | (5,118 | ) | $ | (9,317 | ) | ||
Other liabilities | $ | (9,450 | ) | $ | (50,046 | ) | ||
Other: | ||||||||
Foreign currency translation adjustments | $ | 466 | $ | 789 | ||||
See accompanying notes
7
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in thousands)
(Unaudited)
�
Nine Months Ended | ||||
September 30, 2014 | ||||
SHAREHOLDERS EQUITY | ||||
PREFERRED SHARES | ||||
Balance, beginning of year | $ | 50,000 | ||
Balance, end of period | $ | 50,000 | ||
COMMON SHARES, $0.01 PAR VALUE | ||||
Balance, beginning of year | $ | 3,605 | ||
Conversion of OP Units into Common Shares | 1 | |||
Exercise of share options | 14 | |||
Share-based employee compensation expense: | ||||
Restricted shares | 2 | |||
Balance, end of period | $ | 3,622 | ||
PAID IN CAPITAL | ||||
Balance, beginning of year | $ | 8,561,500 | ||
Common Share Issuance: | ||||
Conversion of OP Units into Common Shares | 1,717 | |||
Exercise of share options | 56,540 | |||
Employee Share Purchase Plan (ESPP) | 2,728 | |||
Share-based employee compensation expense: | ||||
Restricted shares | 8,392 | |||
Share options | 6,326 | |||
ESPP discount | 701 | |||
Common Shares repurchased and retired | (1,777 | ) | ||
Supplemental Executive Retirement Plan (SERP) | 5,664 | |||
Acquisition of Noncontrolling Interests Partially Owned Properties | (2,308 | ) | ||
Change in market value of Redeemable Noncontrolling Interests Operating Partnership | (69,579 | ) | ||
Adjustment for Noncontrolling Interests ownership in Operating Partnership | 4,272 | |||
Balance, end of period | $ | 8,574,176 | ||
RETAINED EARNINGS | ||||
Balance, beginning of year | $ | 2,047,258 | ||
Net income attributable to controlling interests | 413,569 | |||
Common Share distributions | (542,374 | ) | ||
Preferred Share distributions | (3,109 | ) | ||
Balance, end of period | $ | 1,915,344 | ||
�
See accompanying notes
8
EQUITY RESIDENTIAL
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)
(Amounts in thousands)
(Unaudited)
�
Nine Months Ended | ||||
� | September�30, 2014 | |||
SHAREHOLDERS EQUITY (continued) | ||||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) | ||||
Balance, beginning of year | $ | (155,162 | ) | |
Accumulated other comprehensive (loss) derivative instruments: | � | |||
Unrealized holding (losses) arising during the period | (21,784 | ) | ||
Losses reclassified into earnings from other comprehensive income | 12,606 | |||
���Accumulated other comprehensive (loss) foreign currency: | ||||
�����Currency translation adjustments arising during the period | (466 | ) | ||
Balance, end of period | $ | (164,806 | ) | |
NONCONTROLLING INTERESTS | ||||
OPERATING PARTNERSHIP | ||||
Balance, beginning of year | $ | 211,412 | ||
Issuance of LTIP Units to Noncontrolling Interests | 3 | |||
Conversion of OP Units held by Noncontrolling Interests into OP Units held by General Partner | (1,718 | ) | ||
Equity compensation associated with Noncontrolling Interests | 11,144 | |||
Net income attributable to Noncontrolling Interests | 16,273 | |||
Distributions to Noncontrolling Interests | (21,527 | ) | ||
Change in carrying value of Redeemable Noncontrolling Interests� Operating Partnership | 2,574 | |||
Adjustment for Noncontrolling Interests ownership in Operating Partnership | (4,272 | ) | ||
Balance, end of period | $ | 213,889 | ||
� | ||||
PARTIALLY OWNED PROPERTIES | ||||
Balance, beginning of year | $ | 126,583 | ||
Net income attributable to Noncontrolling Interests | 1,800 | |||
Contributions by Noncontrolling Interests | 5,684 | |||
Distributions to Noncontrolling Interests | (6,795 | ) | ||
Acquisition of Noncontrolling Interests� Partially Owned Properties | (2,244 | ) | ||
Other | 169 | |||
Balance, end of period | $ | 125,197 | ||
See accompanying notes
9
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
�
September�30, 2014 | December�31, 2013 | |||||||
ASSETS | ||||||||
Investment in real estate | ||||||||
Land | $ | 6,329,907 | $ | 6,192,512 | ||||
Depreciable property | 19,919,609 | 19,226,047 | ||||||
Projects under development | 1,046,210 | 988,867 | ||||||
Land held for development | 279,139 | 393,522 | ||||||
Investment in real estate | 27,574,865 | 26,800,948 | ||||||
Accumulated depreciation | (5,314,260 | ) | (4,807,709 | ) | ||||
Investment in real estate, net | 22,260,605 | 21,993,239 | ||||||
Cash and cash equivalents | 31,478 | 53,534 | ||||||
Investments in unconsolidated entities | 128,100 | 178,526 | ||||||
Deposits� restricted | 84,945 | 103,567 | ||||||
Escrow deposits� mortgage | 45,995 | 42,636 | ||||||
Deferred financing costs, net | 60,530 | 58,486 | ||||||
Other assets | 396,441 | 404,557 | ||||||
Total assets | $ | 23,008,094 | $ | 22,834,545 | ||||
LIABILITIES AND CAPITAL | ||||||||
Liabilities: | ||||||||
Mortgage notes payable | $ | 5,090,960 | $ | 5,174,166 | ||||
Notes, net | 5,420,646 | 5,477,088 | ||||||
Lines of credit | 446,000 | 115,000 | ||||||
Accounts payable and accrued expenses | 203,070 | 118,791 | ||||||
Accrued interest payable | 86,472 | 78,309 | ||||||
Other liabilities | 349,371 | 347,748 | ||||||
Security deposits | 75,738 | 71,592 | ||||||
Distributions payable | 188,266 | 243,511 | ||||||
Total liabilities | 11,860,523 | 11,626,205 | ||||||
Commitments and contingencies | ||||||||
Redeemable Limited Partners | 430,149 | 363,144 | ||||||
Capital: | ||||||||
Partners' Capital: | ||||||||
Preference Units | 50,000 | 50,000 | ||||||
General Partner | 10,493,142 | 10,612,363 | ||||||
Limited Partners | 213,889 | 211,412 | ||||||
Accumulated other comprehensive (loss) | (164,806 | ) | (155,162 | ) | ||||
Total partners' capital | 10,592,225 | 10,718,613 | ||||||
Noncontrolling Interests Partially Owned Properties | 125,197 | 126,583 | ||||||
Total capital | 10,717,422 | 10,845,196 | ||||||
Total liabilities and capital | $ | 23,008,094 | $ | 22,834,545 | ||||
See accompanying notes
10
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands except per Unit data)
(Unaudited)�
� | Nine Months Ended September 30, | Quarter Ended September 30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
REVENUES | � | � | � | � | ||||||||||||
Rental income | $ | 1,942,492 | $ | 1,741,169 | $ | 662,001 | $ | 624,063 | ||||||||
Fee and asset management | 7,596 | 7,399 | 2,077 | 2,566 | ||||||||||||
Total revenues | 1,950,088 | 1,748,568 | 664,078 | 626,629 | ||||||||||||
EXPENSES | � | � | � | � | ||||||||||||
Property and maintenance | 361,105 | 330,812 | 120,144 | 118,782 | ||||||||||||
Real estate taxes and insurance | 245,717 | 217,753 | 80,568 | 75,916 | ||||||||||||
Property management | 61,080 | 63,395 | 18,407 | 18,875 | ||||||||||||
Fee and asset management | 4,293 | 4,739 | 1,253 | 1,516 | ||||||||||||
Depreciation | 565,772 | 796,233 | 190,469 | 276,707 | ||||||||||||
General and administrative | 41,296 | 47,017 | 9,968 | 14,437 | ||||||||||||
Total expenses | 1,279,263 | 1,459,949 | 420,809 | 506,233 | ||||||||||||
Operating income | 670,825 | 288,619 | 243,269 | 120,396 | ||||||||||||
Interest and other income | 3,213 | 1,767 | 576 | 1,015 | ||||||||||||
Other expenses | (7,161 | ) | (27,718 | ) | (4,971 | ) | (4,368 | ) | ||||||||
Interest: | ||||||||||||||||
Expense incurred, net | (347,224 | ) | (437,452 | ) | (118,251 | ) | (120,035 | ) | ||||||||
Amortization of deferred financing costs | (8,554 | ) | (15,636 | ) | (2,628 | ) | (4,335 | ) | ||||||||
Income (loss) before income and other taxes, (loss) from investments in unconsolidated entities, net gain (loss) on sales of land parcels, discontinued operations and net gain on sales of real estate properties | 311,099 | (190,420 | ) | 117,995 | (7,327 | ) | ||||||||||
Income and other tax (expense) benefit | (1,146 | ) | (1,325 | ) | (260 | ) | (492 | ) | ||||||||
(Loss) from investments in unconsolidated entities | (10,201 | ) | (57,749 | ) | (1,176 | ) | (3,209 | ) | ||||||||
Net gain (loss) on sales of land parcels | 1,846 | 12,179 | 1,052 | (2,437 | ) | |||||||||||
Income (loss) from continuing operations | 301,598 | (237,315 | ) | 117,611 | (13,465 | ) | ||||||||||
Discontinued operations, net | 1,500 | 2,026,798 | (62 | ) | 405,182 | |||||||||||
Income before net gain on sales of real estate properties | 303,098 | 1,789,483 | 117,549 | 391,717 | ||||||||||||
Net gain on sales of real estate properties | 128,544 | 113,641 | ||||||||||||||
Net income | 431,642 | 1,789,483 | 231,190 | 391,717 | ||||||||||||
Net (income) loss attributable to Noncontrolling Interests Partially Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Net income attributable to controlling interests | $ | 429,842 | $ | 1,790,584 | $ | 230,482 | $ | 392,028 | ||||||||
ALLOCATION OF NET INCOME: | ||||||||||||||||
Preference Units | $ | 3,109 | $ | 3,109 | $ | 1,037 | $ | 1,037 | ||||||||
General Partner | $ | 410,460 | $ | 1,716,528 | $ | 220,707 | $ | 376,155 | ||||||||
Limited Partners | 16,273 | 70,947 | 8,738 | 14,836 | ||||||||||||
Net income available to Units | $ | 426,733 | $ | 1,787,475 | $ | 229,445 | $ | 390,991 | ||||||||
Earnings per Unit� basic: | � | � | ||||||||||||||
Income (loss) from continuing operations available to Units | $ | 1.13 | $ | (0.65 | ) | $ | 0.61 | $ | (0.04 | ) | ||||||
Net income available to Units | $ | 1.14 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Weighted average Units outstanding | 374,626 | 366,150 | 375,116 | 373,547 | ||||||||||||
Earnings per Unit� diluted: | � | |||||||||||||||
Income (loss) from continuing operations available to Units | $ | 1.13 | $ | (0.65 | ) | $ | 0.61 | $ | (0.04 | ) | ||||||
Net income available to Units | $ | 1.13 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Weighted average Units outstanding | 377,228 | 366,150 | 377,954 | 373,547 | ||||||||||||
Distributions declared per Unit outstanding | $ | 1.50 | $ | 1.20 | $ | 0.50 | $ | 0.40 | ||||||||
�
See accompanying notes
11
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Continued)
(Amounts in thousands except per Unit data)
(Unaudited)
�
Nine Months Ended September 30, | Quarter Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Comprehensive income: | � | � | � | � | ||||||||||||
Net income | $ | 431,642 | $ | 1,789,483 | $ | 231,190 | $ | 391,717 | ||||||||
Other comprehensive (loss) income: | ||||||||||||||||
Other comprehensive (loss) income derivative instruments: | ||||||||||||||||
Unrealized holding (losses) gains arising during the period | (21,784 | ) | 8,737 | 97 | (3,600 | ) | ||||||||||
Losses reclassified into earnings from other comprehensive income | 12,606 | 16,084 | 4,271 | 3,986 | ||||||||||||
Other comprehensive income (loss) other instruments: | ||||||||||||||||
Unrealized holding gains (losses) arising during the period | 554 | (374 | ) | |||||||||||||
(Gains) realized during the period | (830 | ) | (830 | ) | ||||||||||||
Other comprehensive (loss) foreign currency: | ||||||||||||||||
Currency translation adjustments arising during the period | (466 | ) | (789 | ) | (2,184 | ) | (1,730 | ) | ||||||||
Other comprehensive (loss) income | (9,644 | ) | 23,756 | 2,184 | (2,548 | ) | ||||||||||
Comprehensive income | 421,998 | 1,813,239 | 233,374 | 389,169 | ||||||||||||
Comprehensive (income) loss attributable to Noncontrolling Interests Partially Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Comprehensive income attributable to controlling interests | $ | 420,198 | $ | 1,814,340 | $ | 232,666 | $ | 389,480 | ||||||||
See accompanying notes
12
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
�
� | Nine Months Ended September 30, | |||||||
� | 2014 | 2013 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 431,642 | $ | 1,789,483 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 565,772 | 830,097 | ||||||
Amortization of deferred financing costs | 8,554 | 15,864 | ||||||
Amortization of above/below market leases | 2,376 | 2,214 | ||||||
Amortization of discounts and premiums on debt | (8,750 | ) | (37,612 | ) | ||||
Amortization of deferred settlements on derivative instruments | 12,205 | 15,683 | ||||||
Write-off of pursuit costs | 2,067 | 3,969 | ||||||
Loss from investments in unconsolidated entities | 10,201 | 57,749 | ||||||
Distributions from unconsolidated entities� return on capital | 4,557 | 1,519 | ||||||
Net (gain) on sales of investment securities | (57 | ) | (830 | ) | ||||
Net (gain) on sales of land parcels | (1,846 | ) | (12,179 | ) | ||||
Net (gain) on sales of discontinued operations | (223 | ) | (1,990,577 | ) | ||||
Net (gain) on sales of real estate properties | (128,544 | ) | ||||||
Unrealized (gain) loss on derivative instruments | (66 | ) | 32 | |||||
Compensation paid with Company Common Shares | 24,647 | 29,019 | ||||||
Changes in assets and liabilities: | ||||||||
(Increase) decrease in deposits� restricted | (2,223 | ) | 4,152 | |||||
Decrease in mortgage deposits | 1,638 | 271 | ||||||
Decrease in other assets | 3,854 | 7,315 | ||||||
Increase in accounts payable and accrued expenses | 76,331 | 65,001 | ||||||
Increase (decrease) in accrued interest payable | 8,163 | (2,175 | ) | |||||
(Decrease) in other liabilities | (173 | ) | (5,427 | ) | ||||
Increase (decrease) in security deposits | 4,146 | (6,475 | ) | |||||
Net cash provided by operating activities | 1,014,271 | 767,093 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Acquisition of Archstone, net of cash acquired | (4,000,875 | ) | ||||||
Investment in real estate� acquisitions | (404,658 | ) | (108,308 | ) | ||||
Investment in real estate� development/other | (380,691 | ) | (256,965 | ) | ||||
Capital expenditures to real estate | (133,181 | ) | (96,866 | ) | ||||
Non-real estate capital additions | (2,446 | ) | (3,359 | ) | ||||
Interest capitalized for real estate and unconsolidated entities under development | (38,140 | ) | (32,946 | ) | ||||
Proceeds from disposition of real estate, net | 224,538 | 4,434,708 | ||||||
Investments in unconsolidated entities | (14,568 | ) | (59,363 | ) | ||||
Distributions from unconsolidated entities� return of capital | 77,042 | 25,471 | ||||||
Proceeds from sale of investment securities | 57 | 828 | ||||||
Decrease in deposits on real estate acquisitions and investments, net | 20,845 | 147,890 | ||||||
Decrease in mortgage deposits | 560 | 7,623 | ||||||
Acquisition of Noncontrolling Interests� Partially Owned Properties | (5,501 | ) | ||||||
Net cash (used for) provided by investing activities | (656,143 | ) | 57,838 | |||||
�
See accompanying notes
13
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
(Unaudited)
�
� | Nine Months Ended September 30, | |||||||
� | 2014 | 2013 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Debt financing costs | $ | (10,598 | ) | $ | (18,254 | ) | ||
Mortgage deposits | (5,557 | ) | (3,769 | ) | ||||
Mortgage notes payable: | ||||||||
Proceeds | 5,951 | |||||||
Lump sum payoffs | (63,772 | ) | (701,762 | ) | ||||
Scheduled principal repayments | (8,919 | ) | (9,527 | ) | ||||
Notes, net: | ||||||||
Proceeds | 1,194,278 | 1,245,550 | ||||||
Lump sum payoffs | (1,250,000 | ) | (400,000 | ) | ||||
Lines of credit: | ||||||||
Proceeds | 5,324,000 | 8,413,000 | ||||||
Repayments | (4,993,000 | ) | (8,413,000 | ) | ||||
(Payments on) settlement of derivative instruments | (758 | ) | (44,013 | ) | ||||
Proceeds from EQR's Employee Share Purchase Plan (ESPP) | 2,728 | 2,973 | ||||||
Proceeds from exercise of EQR options | 56,554 | 16,044 | ||||||
OP Units repurchased and retired | (1,777 | ) | ||||||
Payment of offering costs | (954 | ) | ||||||
Other financing activities, net | (33 | ) | (33 | ) | ||||
Contributions� Noncontrolling Interests� Partially Owned Properties | 5,684 | 11,520 | ||||||
Contributions� Limited Partners | 3 | 5 | ||||||
Distributions: | ||||||||
OP Units General Partner | (595,564 | ) | (537,464 | ) | ||||
Preference Units | (3,109 | ) | (3,109 | ) | ||||
OP Units Limited Partners | (23,582 | ) | (22,216 | ) | ||||
Noncontrolling Interests� Partially Owned Properties | (6,762 | ) | (5,702 | ) | ||||
Net cash (used for) financing activities | (380,184 | ) | (464,760 | ) | ||||
Net (decrease) increase in cash and cash equivalents | (22,056 | ) | 360,171 | |||||
Cash and cash equivalents, beginning of period | 53,534 | 612,590 | ||||||
Cash and cash equivalents, end of period | $ | 31,478 | $ | 972,761 | ||||
�
See accompanying notes
14
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands)
(Unaudited)
� | Nine Months Ended September 30, | |||||||
� | 2014 | 2013 | ||||||
SUPPLEMENTAL INFORMATION: | ||||||||
Cash paid for interest, net of amounts capitalized | $ | 335,646 | $ | 451,495 | ||||
Net cash paid for income and other taxes | $ | 866 | $ | 1,064 | ||||
Amortization of deferred financing costs: | ||||||||
Investment in real estate, net | $ | $ | (152 | ) | ||||
Deferred financing costs, net | $ | 8,554 | $ | 16,016 | ||||
Amortization of discounts and premiums on debt: | ||||||||
Mortgage notes payable | $ | (10,515 | ) | $ | (39,232 | ) | ||
Notes, net | $ | 1,765 | $ | 1,620 | ||||
Amortization of deferred settlements on derivative instruments: | ||||||||
Other liabilities | $ | (401 | ) | $ | (401 | ) | ||
Accumulated other comprehensive income | $ | 12,606 | $ | 16,084 | ||||
Loss from investments in unconsolidated entities: | ||||||||
Investments in unconsolidated entities | $ | 7,684 | $ | 51,907 | ||||
Other liabilities | $ | 2,517 | $ | 5,842 | ||||
Distributions from unconsolidated entities return on capital: | ||||||||
Investments in unconsolidated entities | $ | 4,399 | $ | 1,519 | ||||
Other liabilities | $ | 158 | $ | |||||
Unrealized (gain) loss on derivative instruments: | ||||||||
Other assets | $ | 11,409 | $ | (10,609 | ) | |||
Notes, net | $ | (2,485 | ) | $ | (1,523 | ) | ||
Other liabilities | $ | 12,794 | $ | 3,427 | ||||
Accumulated other comprehensive income | $ | (21,784 | ) | $ | 8,737 | |||
Acquisition of Archstone, net of cash acquired: | ||||||||
Investment in real estate, net | $ | 39,929 | $ | (8,710,242 | ) | |||
Investments in unconsolidated entities | $ | (33,993 | ) | $ | (217,092 | ) | ||
Deposits restricted | $ | $ | (474 | ) | ||||
Escrow deposits mortgage | $ | $ | (35,897 | ) | ||||
Deferred financing costs, net | $ | $ | (25,780 | ) | ||||
Other assets | $ | (2,586 | ) | $ | (203,295 | ) | ||
Mortgage notes payable | $ | $ | 3,076,876 | |||||
Accounts payable and accrued expenses | $ | (146 | ) | $ | 17,576 | |||
Accrued interest payable | $ | $ | 11,305 | |||||
Other liabilities | $ | (3,204 | ) | $ | 117,068 | |||
Security deposits | $ | $ | 10,949 | |||||
Issuance of OP Units | $ | $ | 1,929,868 | |||||
Noncontrolling Interests Partially Owned Properties | $ | $ | 28,263 | |||||
Interest capitalized for real estate and unconsolidated entities under development: | ||||||||
Investment in real estate, net | $ | (38,086 | ) | $ | (31,648 | ) | ||
Investments in unconsolidated entities | $ | (54 | ) | $ | (1,298 | ) | ||
Investments in unconsolidated entities: | ||||||||
Investments in unconsolidated entities | $ | (5,118 | ) | $ | (9,317 | ) | ||
Other liabilities | $ | (9,450 | ) | $ | (50,046 | ) | ||
Other: | ||||||||
Foreign currency translation adjustments | $ | 466 | $ | 789 | ||||
See accompanying notes
15
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL
(Amounts in thousands)
(Unaudited)
�
Nine Months Ended | |||
� | September�30, 2014 | ||
PARTNERS' CAPITAL | |||
PREFERENCE UNITS | |||
Balance, beginning of year | $ | 50,000 | |
Balance, end of period | $ | 50,000 | |
� | |||
GENERAL PARTNER | |||
Balance, beginning of year | $ | 10,612,363 | |
OP Unit Issuance: | |||
Conversion of OP Units held by Limited Partners into OP Units held by General Partner | 1,718 | ||
Exercise of EQR share options | 56,554 | ||
EQR's Employee Share Purchase Plan (ESPP) | 2,728 | ||
Share-based employee compensation expense: | |||
EQR restricted shares | 8,394 | ||
EQR share options | 6,326 | ||
EQR ESPP discount | 701 | ||
OP Units repurchased and retired | (1,777 | ) | |
Net income available to Units General Partner | 410,460 | ||
OP Units General Partner distributions | (542,374 | ) | |
Supplemental Executive Retirement Plan (SERP) | 5,664 | ||
Acquisition of Noncontrolling Interests Partially Owned Properties | (2,308 | ) | |
Change in market value of Redeemable Limited Partners | (69,579 | ) | |
Adjustment for Limited Partners ownership in Operating Partnership | 4,272 | ||
Balance, end of period | $ | 10,493,142 | |
� | |||
LIMITED PARTNERS | |||
Balance, beginning of year | $ | 211,412 | |
Issuance of LTIP Units to Limited Partners | 3 | ||
Conversion of OP Units held by Limited Partners into OP Units held by General Partner | (1,718 | ) | |
Equity compensation associated with Units Limited Partners | 11,144 | ||
Net income available to Units Limited Partners | 16,273 | ||
Units Limited Partners distributions | (21,527 | ) | |
Change in carrying value of Redeemable Limited Partners | 2,574 | ||
Adjustment for Limited Partners ownership in Operating Partnership | (4,272 | ) | |
Balance, end of period | $ | 213,889 | |
� | |||
ACCUMULATED OTHER COMPREHENSIVE (LOSS) | |||
Balance, beginning of year | $ | (155,162 | ) |
Accumulated other comprehensive (loss) derivative instruments: | |||
Unrealized holding (losses) arising during the period | (21,784 | ) | |
Losses reclassified into earnings from other comprehensive income | 12,606 | ||
Accumulated other comprehensive (loss) foreign currency: | |||
Currency translation adjustments arising during the period | (466 | ) | |
Balance, end of period | $ | (164,806 | ) |
�
See accompanying notes
16
ERP OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL (Continued)
(Amounts in thousands)
(Unaudited)
�
Nine Months Ended | |||
� | September�30, 2014 | ||
NONCONTROLLING INTERESTS | |||
NONCONTROLLING INTERESTS PARTIALLY OWNED PROPERTIES | |||
Balance, beginning of year | $ | 126,583 | |
Net income attributable to Noncontrolling Interests | 1,800 | ||
Contributions by Noncontrolling Interests | 5,684 | ||
Distributions to Noncontrolling Interests | (6,795 | ) | |
���Acquisition of Noncontrolling Interests Partially Owned Properties | (2,244 | ) | |
���Other | 169 | ||
Balance, end of period | $ | 125,197 | |
See accompanying notes
17
EQUITY RESIDENTIAL
ERP OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
�
1. | Business |
Equity Residential ( EQR ), a Maryland real estate investment trust ( REIT ) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership ("ERPOP"), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. References to the "Company," "we," "us" or "our" mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by EQR and/or ERPOP. References to the "Operating Partnership" mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP. Unless otherwise indicated, the notes to consolidated financial statements apply to both the Company and the Operating Partnership.
EQR is the general partner of, and as of September�30, 2014 owned an approximate 96.2% ownership interest in, ERPOP. All of the Companys property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues public equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Companys ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.
As of September�30, 2014, the Company, directly or indirectly through investments in title holding entities, owned all or a portion of 396 properties located in 12 states and the District of Columbia consisting of 111,087 apartment units. The ownership breakdown includes (table does not include various uncompleted development properties):
Properties | Apartment Units | |||||
Wholly Owned Properties | 368 | 99,789 | ||||
Master-Leased Properties Consolidated | 3 | 853 | ||||
Partially Owned Properties Consolidated | 19 | 3,771 | ||||
Partially Owned Properties Unconsolidated | 4 | 1,669 | ||||
Military Housing | 2 | 5,005 | ||||
396 | 111,087 | |||||
2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) and certain reclassifications considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period financial statements in order to conform to the current year presentation. These reclassifications did not have an impact on net income previously reported. Operating results for the nine months ended September�30, 2014 are not necessarily indicative of the results that may be expected for the year ending December�31, 2014.
In preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The balance sheets at December�31, 2013 have been derived from the audited financial statements at that date but do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
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For further information, including definitions of capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Companys and the Operating Partnership's annual report on Form 10-K for the year ended December�31, 2013.
Income and Other Taxes
Due to the structure of EQR as a REIT and the nature of the operations of its operating properties, no provision for federal income taxes has been made at the EQR level. In addition, ERPOP generally is not liable for federal income taxes as the partners recognize their proportionate share of income or loss in their tax returns; therefore no provision for federal income taxes has been made at the ERPOP level. Historically, the Company has generally only incurred certain state and local income, excise and franchise taxes. The Company has elected Taxable REIT Subsidiary ( TRS ) status for certain of its corporate subsidiaries and as a result, these entities will incur both federal and state income taxes on any taxable income of such entities after consideration of any net operating losses.
Deferred tax assets and liabilities applicable to the TRS are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates for which the temporary differences are expected to be recovered or settled. The effects of changes in tax rates on deferred tax assets and liabilities are recognized in earnings in the period enacted. The Companys deferred tax assets are generally the result of tax affected suspended interest deductions, net operating losses, differing depreciable lives on capitalized assets and the timing of expense recognition for certain accrued liabilities. As of September�30, 2014, the Company has recorded a deferred tax asset, which is fully offset by a valuation allowance due to the uncertainty in forecasting future TRS taxable income.
Other
The Company is the controlling partner in various consolidated partnerships owning 19 properties and 3,771 apartment units and various completed and uncompleted development properties having a noncontrolling interest book value of $125.2 million at September�30, 2014. The Company is required to make certain disclosures regarding noncontrolling interests in consolidated limited-life subsidiaries. Of the consolidated entities described above, the Company is the controlling partner in limited-life partnerships owning six properties having a noncontrolling interest deficit balance of $10.2 million. These six partnership agreements contain provisions that require the partnerships to be liquidated through the sale of their assets upon reaching a date specified in each respective partnership agreement. The Company, as controlling partner, has an obligation to cause the property owning partnerships to distribute the proceeds of liquidation to the Noncontrolling Interests in these Partially Owned Properties only to the extent that the net proceeds received by the partnerships from the sale of their assets warrant a distribution based on the partnership agreements. As of September�30, 2014, the Company estimates the value of Noncontrolling Interest distributions for these six properties would have been approximately $60.2 million ( Settlement Value ) had the partnerships been liquidated. This Settlement Value is based on estimated third party consideration realized by the partnerships upon disposition of the six Partially Owned Properties and is net of all other assets and liabilities, including yield maintenance on the mortgages encumbering the properties, that would have been due on September�30, 2014 had those mortgages been prepaid. Due to, among other things, the inherent uncertainty in the sale of real estate assets, the amount of any potential distribution to the Noncontrolling Interests in the Company's Partially Owned Properties is subject to change. To the extent that the partnerships' underlying assets are worth less than the underlying liabilities, the Company has no obligation to remit any consideration to the Noncontrolling Interests in these Partially Owned Properties.
Effective January 1, 2013, companies are required to report, in one place, information about reclassifications out of accumulated other comprehensive income ("AOCI"). Companies are also required to report changes in AOCI balances. For significant items reclassified out of AOCI to net income in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified to net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required in the notes. This does not have a material effect on the Company's consolidated results of operations or financial position. See Note 9 for further discussion.
Effective January 1, 2014, companies are required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the amount a company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount a company expects to pay on behalf of its co-obligors. Companies are required to disclose the nature and amount of the obligation as well as other information about those obligations. This does not have a material effect on the Company's consolidated results of operations or financial position.
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In April 2014, the Financial Accounting Standards Board (the "FASB") issued new guidance for reporting discontinued operations. Only disposals representing a strategic shift in operations that has a major effect on a companys operations and financial results will be presented as discontinued operations. Companies will be required to expand their disclosures about discontinued operations to provide more information on the assets, liabilities, income and expenses of the discontinued operations. Companies will also be required to disclose the pre-tax income attributable to a disposal of a significant part of a company that does not qualify for discontinued operations reporting. Application of this guidance is prospective from the date of adoption and early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The new standard is effective January 1, 2015, but the Company early adopted it as allowed effective January 1, 2014. Adoption of this standard did not have a material effect on the Company's overall consolidated results of operations or financial position. However, adoption will result in substantially fewer of the Company's dispositions meeting the discontinued operations qualifications. See Note 11 for further discussion.
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In May 2014, the FASB issued a comprehensive new revenue recognition standard entitled Revenue from Contracts with Customers that will supersede nearly all existing revenue recognition guidance. The new standard specifically excludes lease contracts. The new standards core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Companies will likely need to use more judgment and make more estimates than under current revenue recognition guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration, if any, to include in the transaction price and allocating the transaction price to each separate performance obligation. The new standard will be effective for the Company beginning on January 1, 2017 and early adoption is not permitted. The new standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company has not yet selected a transition method and is currently evaluating the impact of adopting the new standard on its consolidated results of operations and financial position.
In August 2014, the FASB issued a new standard that will explicitly require management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess whether there is substantial doubt about an entity's ability to continue as a going concern within one year after the issuance date. Disclosures will be required if conditions give rise to substantial doubt, however to determine the specific disclosures, management will need to assess whether its plans will alleviate substantial doubt. The new standard is effective for the annual period ending after December 15, 2016. The Company does not expect that this will have a material effect on its consolidated results of operations or financial position.
3. | Equity, Capital and Other Interests |
Equity and Redeemable Noncontrolling Interests of Equity Residential
The following tables present the changes in the Companys issued and outstanding Common Shares and Units (which includes OP Units and Long-Term Incentive Plan ( LTIP ) Units) for the nine months ended September�30, 2014:
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� | 2014 | ||
Common Shares | |||
Common Shares outstanding at January�1, | 360,479,260 | ||
Common Shares Issued: | |||
Conversion of OP Units | 68,296 | ||
Exercise of share options | 1,476,512 | ||
Employee Share Purchase Plan (ESPP) | 56,945 | ||
Restricted share grants, net | 170,460 | ||
Common Shares Other: | |||
Conversion of restricted shares to LTIP Units | (12,146 | ) | |
Repurchased and retired | (31,240 | ) | |
Common Shares outstanding at September 30, | 362,208,087 | ||
Units | |||
Units outstanding at January�1, | 14,180,376 | ||
LTIP Units, net | 200,840 | ||
Conversion of restricted shares to LTIP Units | 12,146 | ||
Conversion of OP Units to Common Shares | (68,296 | ) | |
Units outstanding at September 30, | 14,325,066 | ||
Total Common Shares and Units outstanding at September 30, | 376,533,153 | ||
Units Ownership Interest in Operating Partnership | 3.8 | % | |
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The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP�Units, as well as the equity positions of the holders of LTIP Units, are collectively referred to as the Noncontrolling Interests� Operating Partnership . Subject to certain exceptions (including the book-up requirements of LTIP Units), the Noncontrolling Interests� Operating Partnership may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Noncontrolling Interests� Operating Partnership (including redeemable interests) is allocated based on the number of Noncontrolling Interests� Operating Partnership Units in total in proportion to the number of Noncontrolling Interests� Operating Partnership Units in total plus the number of Common Shares. Net income is allocated to the Noncontrolling Interests� Operating Partnership based on the weighted average ownership percentage during the period.
The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Noncontrolling Interests� Operating Partnership Units requesting an exchange of their OP�Units with EQR. Once the Operating Partnership elects not to redeem the Noncontrolling Interests� Operating Partnership Units for cash, EQR is obligated to deliver Common Shares to the exchanging holder of the Noncontrolling Interests� Operating Partnership Units.
The Noncontrolling Interests� Operating Partnership Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Noncontrolling Interests� Operating Partnership are differentiated and referred to as Redeemable Noncontrolling Interests� Operating Partnership . Instruments that require settlement in registered shares can not be classified in permanent equity as it is not always completely within an issuers control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Noncontrolling Interests� Operating Partnership are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Noncontrolling Interests� Operating Partnership Units that are classified in permanent equity at September�30, 2014 and December�31, 2013.
The carrying value of the Redeemable Noncontrolling Interests� Operating Partnership is allocated based on the number of Redeemable Noncontrolling Interests� Operating Partnership Units in proportion to the number of Noncontrolling Interests� Operating Partnership Units in total. Such percentage of the total carrying value of Units which is ascribed to the Redeemable Noncontrolling Interests� Operating Partnership is then adjusted to the greater of carrying value or fair market value as described above. As of September�30, 2014, the Redeemable Noncontrolling Interests� Operating Partnership have a redemption value of approximately $430.1 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Noncontrolling Interests� Operating Partnership Units.
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The following table presents the changes in the redemption value of the Redeemable Noncontrolling Interests Operating Partnership for the nine months ended September�30, 2014 (amounts in thousands):
� | 2014 | |||
Balance at January�1, | $ | 363,144 | ||
Change in market value | 69,579 | |||
Change in carrying value | (2,574 | ) | ||
Balance at September 30, | $ | 430,149 | ||
Net proceeds from EQR Common Share and Preferred Share (see definition below) offerings are contributed by EQR to ERPOP. In return for those contributions, EQR receives a number of OP�Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the Preferred Shares issued in the equity offering). As a result, the net offering proceeds from Common Shares and Preferred Shares are allocated between shareholders equity and Noncontrolling Interests� Operating Partnership to account for the change in their respective percentage ownership of the underlying equity of ERPOP.
The Companys declaration of trust authorizes it to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (the Preferred Shares ), with specific rights, preferences and other attributes as the Board of Trustees may determine, which may include preferences, powers and rights that are senior to the rights of holders of the Companys Common Shares.
The following table presents the Companys issued and outstanding Preferred Shares as of September�30, 2014 and December�31, 2013:
� | � | Amounts in thousands | ||||||||||||
Redemption Date (1) | Annual Dividend�per Share (2) | September�30, 2014 | December�31, 2013 | |||||||||||
Preferred Shares of beneficial interest, $0.01 par value; 100,000,000 shares authorized: | ||||||||||||||
8.29% Series K Cumulative Redeemable Preferred; liquidation value $50 per share; 1,000,000 shares issued and outstanding at September 30, 2014 and December 31, 2013 | 12/10/26 | $4.145 | $ | 50,000 | $ | 50,000 | ||||||||
$ | 50,000 | $ | 50,000 | |||||||||||
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(1) | On or after the redemption date, redeemable preferred shares may be redeemed for cash at the option of the Company, in whole or |
in part, at a redemption price equal to the liquidation price per share, plus accrued and unpaid distributions, if any.
(2) | Dividends on Preferred Shares are payable quarterly. |
Capital and Redeemable Limited Partners of ERP Operating Limited Partnership
The following tables present the changes in the Operating Partnerships issued and outstanding Units and in the limited partners Units for the nine months ended September�30, 2014:
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� | 2014 | ||
General and Limited Partner Units | |||
General and Limited Partner Units outstanding at January�1, | 374,659,636 | ||
Issued to General Partner: | |||
Exercise of EQR share options | 1,476,512 | ||
EQRs Employee Share Purchase Plan (ESPP) | 56,945 | ||
EQR's restricted share grants, net | 170,460 | ||
Issued to Limited Partners: | |||
LTIP Units, net | 200,840 | ||
OP Units Other: | |||
Repurchased and retired | (31,240 | ) | |
General and Limited Partner Units outstanding at September 30, | 376,533,153 | ||
Limited Partner Units | |||
Limited Partner Units outstanding at January 1, | 14,180,376 | ||
Limited Partner LTIP Units, net | 200,840 | ||
Conversion of EQR restricted shares to LTIP Units | 12,146 | ||
Conversion of Limited Partner OP Units to EQR Common Shares | (68,296 | ) | |
Limited Partner Units outstanding at September 30, | 14,325,066 | ||
Limited Partner Units Ownership Interest in Operating Partnership | 3.8 | % | |
The Limited Partners of the Operating Partnership as of September�30, 2014 include various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units, as well as the equity positions of the holders of LTIP Units. Subject to certain exceptions (including the book-up requirements of LTIP Units), Limited Partners may exchange their Units with EQR for Common Shares on a one-for-one basis. The carrying value of the Limited Partner Units (including redeemable interests) is allocated based on the number of Limited Partner Units in total in proportion to the number of Limited Partner Units in total plus the number of General Partner Units. Net income is allocated to the Limited Partner Units based on the weighted average ownership percentage during the period.
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The Operating Partnership has the right but not the obligation to make a cash payment instead of issuing Common Shares to any and all holders of Limited Partner Units requesting an exchange of their OP Units with EQR. Once the Operating Partnership elects not to redeem the Limited Partner Units for cash, EQR is obligated to deliver Common Shares to the exchanging limited partner.
The Limited Partner Units are classified as either mezzanine equity or permanent equity. If EQR is required, either by contract or securities law, to deliver registered Common Shares, such Limited Partner Units are differentiated and referred to as Redeemable Limited Partner Units . Instruments that require settlement in registered shares can not be classified in permanent equity as it is not always completely within an issuer's control to deliver registered shares. Therefore, settlement in cash is assumed and that responsibility for settlement in cash is deemed to fall to the Operating Partnership as the primary source of cash for EQR, resulting in presentation in the mezzanine section of the balance sheet. The Redeemable Limited Partner Units are adjusted to the greater of carrying value or fair market value based on the Common Share price of EQR at the end of each respective reporting period. EQR has the ability to deliver unregistered Common Shares for the remaining portion of the Limited Partner Units that are classified in permanent equity at September�30, 2014 and December�31, 2013.
The carrying value of the Redeemable Limited Partner Units is allocated based on the number of Redeemable Limited Partner Units in proportion to the number of Limited Partner Units in total. Such percentage of the total carrying value of Limited Partner Units which is ascribed to the Redeemable Limited Partner Units is then adjusted to the greater of carrying value or fair market value as described above. As of September�30, 2014, the Redeemable Limited Partner Units have a redemption value of approximately $430.1 million, which represents the value of Common Shares that would be issued in exchange with the Redeemable Limited Partner Units.
The following table presents the changes in the redemption value of the Redeemable Limited Partners for the nine months ended September�30, 2014 (amounts in thousands):
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� | 2014 | |||
Balance at January�1, | $ | 363,144 | ||
Change in market value | 69,579 | |||
Change in carrying value | (2,574 | ) | ||
Balance at September 30, | $ | 430,149 | ||
EQR contributes all net proceeds from its various equity offerings (including proceeds from exercise of options for Common Shares) to ERPOP. In return for those contributions, EQR receives a number of OP Units in ERPOP equal to the number of Common Shares it has issued in the equity offering (or in the case of a preferred equity offering, a number of preference units in ERPOP equal in number and having the same terms as the preferred shares issued in the equity offering).
The following table presents the Operating Partnerships issued and outstanding Preference Units as of September�30, 2014 and December�31, 2013:
� | Amounts in thousands | |||||||||||||
� | Redemption Date (1) | Annual Dividend�per Unit (2) | September�30, 2014 | December�31, 2013 | ||||||||||
Preference Units: | ||||||||||||||
8.29% Series K Cumulative Redeemable Preference Units; ��liquidation value $50 per unit; 1,000,000 units issued and ��outstanding at September 30, 2014 and December 31, 2013 | 12/10/26 | $4.145 | $ | 50,000 | $ | 50,000 | ||||||||
$ | 50,000 | $ | 50,000 | |||||||||||
�
(1) | On or after the redemption date, redeemable preference units may be redeemed for cash at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the liquidation price per unit, plus accrued and unpaid distributions, if any, in conjunction with the concurrent redemption of the corresponding Company Preferred Shares. |
(2) | Dividends on Preference Units are payable quarterly. |
Other
On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company (as discussed in Note 4 below). The shares had a total value of�$1.9 billion�based on the February 27, 2013 closing price of EQR Common Shares of�$55.99�per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders.
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In September 2009, the Company announced the establishment of an At-The-Market ( ATM ) share offering program which would allow EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOP's partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). On July 30, 2013, the Board of Trustees approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. EQR has not issued any shares under this program since September�14, 2012.
Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million Common Shares. Considering the repurchase activity for the nine months ended September�30, 2014 (see discussion below), EQR has remaining authorization to repurchase an additional 12,968,760 of its shares as of September�30, 2014.
During the nine months ended September�30, 2014, EQR repurchased 31,240 of its Common Shares at a price of $56.87 per share for total consideration of approximately $1.8 million. These shares were retired subsequent to the repurchases. Concurrent with these transactions, ERPOP repurchased and retired 31,240 OP Units previously issued to EQR. All of the shares repurchased during the nine months ended September�30, 2014 were repurchased from employees at the then current market price to cover the minimum statutory tax withholding obligations related to the vesting of employees restricted shares.�
During the nine months ended September�30, 2014, the Company acquired all of its partners' interests in�one consolidated partially owned property consisting of 268 apartment units and one�consolidated partially owned land parcel for�$5.5 million. In conjunction with these transactions, the Company reduced paid in capital (included in general partner's capital in the Operating
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Partnership's financial statements) by�$2.3 million, Noncontrolling Interests� Partially Owned Properties by�$2.2 million and other liabilities by $1.0 million.
See Note 6 for a discussion of the Noncontrolling Interests assumed in conjunction with the acquisition of Archstone.
4. | Real Estate and Lease Intangibles |
The following table summarizes the carrying amounts for the Companys investment in real estate (at cost) as of September�30, 2014 and December�31, 2013 (amounts in thousands):
September�30, 2014 | December�31, 2013 | |||||||
Land | $ | 6,329,907 | $ | 6,192,512 | ||||
Depreciable property: | ||||||||
Buildings and improvements | 18,064,739 | 17,509,609 | ||||||
Furniture, fixtures and equipment | 1,345,371 | 1,214,220 | ||||||
In-Place lease intangibles | 509,499 | 502,218 | ||||||
Projects under development: | ||||||||
Land | 395,402 | 353,574 | ||||||
Construction-in-progress | 650,808 | 635,293 | ||||||
Land held for development: | ||||||||
Land | 228,261 | 341,389 | ||||||
Construction-in-progress | 50,878 | 52,133 | ||||||
Investment in real estate | 27,574,865 | 26,800,948 | ||||||
Accumulated depreciation | (5,314,260 | ) | (4,807,709 | ) | ||||
Investment in real estate, net | $ | 22,260,605 | $ | 21,993,239 | ||||
The following table summarizes the carrying amounts for the Company's above and below market ground and retail lease intangibles as of September�30, 2014 and December�31, 2013 (amounts in thousands):
Description | Balance Sheet Location | September�30, 2014 | December�31, 2013 | |||||||
Assets | ||||||||||
Ground lease intangibles below market | Other Assets | $ | 178,251 | $ | 178,251 | |||||
Retail lease intangibles above market | Other Assets | 1,260 | 1,260 | |||||||
Lease intangible assets | 179,511 | 179,511 | ||||||||
Accumulated amortization | (7,777 | ) | (4,364 | ) | ||||||
Lease intangible assets, net | $ | 171,734 | $ | 175,147 | ||||||
Liabilities | ||||||||||
Ground lease intangibles above market | Other Liabilities | $ | 2,400 | $ | 2,400 | |||||
Retail lease intangibles below market | Other Liabilities | 5,270 | 5,500 | |||||||
Lease intangible liabilities | 7,670 | 7,900 | ||||||||
Accumulated amortization | (1,968 | ) | (1,161 | ) | ||||||
Lease intangible liabilities, net | $ | 5,702 | $ | 6,739 | ||||||
During the nine months ended September�30, 2014 and 2013, the Company amortized approximately $3.2 million and $2.5 million, respectively, of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $0.9 million and $0.3 million, respectively, of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income. During the quarters ended September�30, 2014 and 2013, the Company amortized approximately $1.0 million and $1.1 million, respectively, of above and below market ground lease intangibles which is included (net increase) in property and maintenance expense in the accompanying consolidated statements of operations and comprehensive income and approximately $0.3 million and $0.1 million, respectively,
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of above and below market retail lease intangibles which is included (net increase) in rental income in the accompanying consolidated statements of operations and comprehensive income.
The weighted average amortization period for above and below market ground lease intangibles and retail lease intangibles is 49.8 years and 2.8 years, respectively.
The following table provides a summary of the aggregate amortization expense for above and below market ground lease intangibles and retail lease intangibles for each of the next five years (amounts in thousands):
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Remaining | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | 2019 | |||||||||||||||||||
Ground lease intangibles | $ | 1,080 | $ | 4,321 | $ | 4,321 | $ | 4,321 | $ | 4,321 | $ | 4,321 | ||||||||||||
Retail lease intangibles | (234 | ) | (939 | ) | (896 | ) | (540 | ) | (71 | ) | (71 | ) | ||||||||||||
Total | $ | 846 | $ | 3,382 | $ | 3,425 | $ | 3,781 | $ | 4,250 | $ | 4,250 | ||||||||||||
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Archstone Acquisition
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On February 27, 2013, the Company, AvalonBay Communities, Inc. ( AVB ) and certain of their respective subsidiaries completed their previously announced acquisition (the Archstone Acquisition or the Archstone Transaction ) from Archstone Enterprise LP ( Enterprise ) (which subsequently changed its name to Jupiter Enterprise LP), an affiliate of Lehman Brothers Holdings Inc. ( Lehman ) and its affiliates, of all of the assets of Enterprise (including interests in various entities affiliated with Enterprise), constituting a portfolio of apartment properties and other assets (the Archstone Portfolio ).
The Company acquired assets representing approximately 60% of the Archstone Portfolio which consisted principally of high-quality apartment properties in major markets in the United States. The acquisition allowed the Company to accelerate the completion of its strategic shift into coastal apartment markets. Pursuant to the Archstone Transaction, the Company acquired directly or indirectly, 71�wholly owned, stabilized properties consisting of 20,160 apartment units, one partially owned and consolidated stabilized property consisting of 432�apartment units, one partially owned and unconsolidated stabilized property consisting of 336 apartment units, three consolidated master-leased properties consisting of 853�apartment units, four projects in various stages of construction (two consolidated and two unconsolidated) for 964�apartment units and fourteen land sites for approximately $9.0 billion. During the nine months ended September 30, 2013, the Company recorded revenues and net operating income ("NOI") of�$358.0 million�and�$244.2 million, respectively, from the acquired assets. During the quarter ended September 30, 2013, the Company recorded revenues and NOI of�$153.5 million�and�$104.2 million, respectively, from the acquired assets.
The consideration paid by the Company in connection with the Archstone Acquisition consisted of cash of approximately $4.0 billion (inclusive of $2.0 billion of Archstone secured mortgage principal paid off in conjunction with the closing), 34,468,085 Common Shares (which shares had a total value of�$1.9 billion�based on the February 27, 2013 closing price of EQR common shares of�$55.99�per share) issued to the seller and�the assumption of approximately $3.1 billion of mortgage debt (inclusive of a net mark-to-market premium of $127.9 million) and approximately 60% of all of the other assets and liabilities related to the Archstone Portfolio. The cash consideration was funded with proceeds from the issuance of 21,850,000 Common Shares (which shares had a total value of approximately $1.2 billion based on a price of $54.75 per share) in the November/December 2012 public equity offering, asset sales of approximately $4.5 billion that were completed during the year ended December 31, 2013, the Company's $750.0 million unsecured term loan facility (which was subsequently paid off in the second quarter of 2014) and the Company's revolving credit facility.
The Company owns the building and improvements and leases the land underlying the improvements under long-term ground leases that expire beginning in 2042 and running through 2103 for nine of the operating properties acquired and discussed above. These properties are consolidated and reflected as real estate assets while the ground leases are accounted for as operating leases. The Company also leases the three master-leased properties discussed above to third party operators and earns monthly net rental income.
The Company accounted for the acquisition under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805,�Business Combinations�( ASC 805 ), and the accounting for this business combination is complete and final. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which the Company determined using Level 1, Level 2 and Level 3 inputs (amounts in thousands):
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Land | $ | 2,239,000 | ||
Depreciable property: | ||||
Buildings and improvements | 5,765,538 | |||
Furniture, fixtures and equipment | 61,470 | |||
In-Place lease intangibles | 304,830 | |||
Projects under development | 36,583 | |||
Land held for development | 244,097 | |||
Investments in unconsolidated entities | 230,608 | |||
Other assets | 195,260 | |||
Other liabilities | (108,997 | ) | ||
Net assets acquired | $ | 8,968,389 | ||
The allocation of fair values of the assets acquired and liabilities assumed has changed from the allocation reported in Note 4 Real Estate and Lease Intangibles in the Notes to Consolidated Financial Statements included in Part II of our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 27, 2014. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities and resulted from information not readily available at the acquisition date, final purchase price settlement with our partner in accordance with the terms of the purchase agreement and reclassification adjustments for presentation. None of these changes had a material impact on our Consolidated Financial Statements. The Company's assessment of the fair values and the allocation of the purchase price to the identified tangible and intangible assets/liabilities at March 31, 2014 was its final and best estimate of fair value. As a result, the Company did not make any changes to its allocation of fair values of the assets acquired and liabilities assumed subsequent to the allocation reported in "Note 4 Real Estate and Lease Intangibles" in the Notes to Consolidated Financial Statements included in Part I of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 8, 2014.
The fair values of investment in real estate were determined using internally developed models that were based on market assumptions and comparable sales data as well as external valuations performed by unrelated third parties. The market assumptions used as inputs to the Companys fair value model include construction costs, leasing assumptions, growth rates, discount rates, terminal capitalization rates and development yields. The Company used data on its existing portfolio of properties and its recent acquisition and development properties, as well as similar market data from third party sources, when available, in determining these inputs (Level 2 and 3). The fair value of Noncontrolling Interests was calculated similar to the investment in real estate described above. The fair value of mortgage debt was calculated using indicative rates, leverage and coverage provided by lenders of similar loans (Level 2). The Common Shares issued to an affiliate of Lehman Brothers Holdings Inc. were valued using the quoted market price of Common Shares (Level 1).
The following table summarizes the acquisition date fair values of the above and below market ground and retail lease intangibles, which we determined using Level 2 and Level 3 inputs (amounts in thousands):
Description | Balance Sheet Location | Fair Value | ||||
Ground lease intangibles below market | Other Assets | $ | 178,251 | |||
Retail lease intangibles above market | Other Assets | 1,260 | ||||
Ground lease intangibles above market | Other Liabilities | 2,400 | ||||
Retail lease intangibles below market | Other Liabilities | 8,040 | ||||
As of September�30, 2014, the Company has incurred cumulative Archstone-related expenses of approximately $101.1 million, of which approximately $13.5 million of this total was financing-related and approximately $87.6 million was merger costs. During the nine months ended September�30, 2014, the Company expensed nominal amounts of direct merger costs. During the nine months ended September 30, 2013, the Company expensed $19.7 million of direct merger costs primarily related to investment banking and legal/accounting fees, which were included in other expenses in the accompanying consolidated statements of operations and comprehensive income. During the nine months ended September 30, 2014 and 2013, the Company also expensed $6.4 million and $54.8 million, respectively, of indirect merger costs primarily related to severance and retention obligations, office leases and German operations/sales that were incurred through our 60% interest in unconsolidated joint ventures with AVB, which were included in (loss) from investments in unconsolidated entities in the accompanying consolidated statements of
27
operations and comprehensive income. Finally, during the nine months ended September 30, 2013, the Company also expensed $2.5 million of financing-related costs, which were included in interest expense in the accompanying consolidated statements of operations and comprehensive income.
Unaudited Pro Forma Financial Information
Equity Residential
The following table illustrates the effect on net income, earnings per share basic and earnings per share diluted as if the Company had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per share amounts):
Nine Months Ended | Quarter Ended | |||||||
September 30, 2013 | September 30, 2013 | |||||||
Total revenues | $ | 1,854,509 | $ | 629,446 | ||||
Income from continuing operations | 132,592 | 84,978 | ||||||
Discontinued operations, net | 2,024,346 | 403,181 | ||||||
Net income | 2,156,938 | 488,159 | ||||||
Net income available to Common Shares | 2,070,153 | 468,959 | ||||||
Earnings per share - basic: | ||||||||
Net income available to Common Shares | $ | 5.76 | $ | 1.30 | ||||
Weighted average Common Shares outstanding (1) | 359,611 | 359,811 | ||||||
Earnings per share - diluted: | ||||||||
Net income available to Common Shares | $ | 5.74 | $ | 1.30 | ||||
Weighted average Common Shares outstanding (1) | 375,808 | 375,883 | ||||||
(1) | Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. |
ERP Operating Limited Partnership
The following table illustrates the effect on net income, earnings per Unit basic and earnings per Unit diluted as if the Operating Partnership had consummated the Archstone Acquisition as of January 1, 2012 (amounts in thousands, except per Unit amounts):
Nine Months Ended | Quarter Ended | |||||||
September 30, 2013 | September 30, 2013 | |||||||
Total revenues | $ | 1,854,509 | $ | 629,446 | ||||
Income from continuing operations | 132,592 | 84,978 | ||||||
Discontinued operations, net | 2,024,346 | 403,181 | ||||||
Net income | 2,156,938 | 488,159 | ||||||
Net income available to Units | 2,155,736 | 487,433 | ||||||
Earnings per Unit - basic: | ||||||||
Net income available to Units | $ | 5.76 | $ | 1.30 | ||||
Weighted average Units outstanding (1) | 373,347 | 373,547 | ||||||
Earnings per Unit - diluted: | ||||||||
Net income available to Units | $ | 5.74 | $ | 1.30 | ||||
Weighted average Units outstanding (1) | 375,808 | 375,883 | ||||||
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(1) | Includes an adjustment for Common Shares issued to the public in November/December 2012 and to an affiliate of Lehman Brothers Holdings Inc. in February 2013 as partial consideration for the Archstone Acquisition. Concurrent with these transactions, ERPOP issued the same number of OP Units to EQR. |
For the nine months ended September 30, 2013, acquisition costs of $19.7 million and severance/retention and other costs of $53.6 million related to the Archstone Acquisition are not expected to have a continuing impact on the Company's financial results and therefore have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies or lower borrowing costs that the Company has or may achieve as a result of the acquisition or any strategies that management has or may consider in order to more efficiently manage the Company's operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions (excluding the equity offering in November/December 2012 which proceeds were used for the Archstone Acquisition) that the Company completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the Archstone Acquisition occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.
Other
During the nine months ended September�30, 2014, the Company acquired the entire equity interest in the following from unaffiliated parties (purchase price in thousands):
Properties | Apartment�Units | Purchase Price | ||||||||
Rental Properties | 4 | 1,080 | $ | 375,610 | ||||||
Land Parcels (two) | 28,790 | |||||||||
Total | 4 | 1,080 | $ | 404,400 | ||||||
During the nine months ended September�30, 2014, the Company disposed of the following to unaffiliated parties (sales price in thousands):
Properties | Apartment�Units | Sales Price | ||||||||
Rental Properties | 4 | 1,317 | $ | 197,100 | ||||||
Land Parcels (two) | 30,502 | |||||||||
Total | 4 | 1,317 | $ | 227,602 | ||||||
The Company recognized a net gain on sales of real estate properties of approximately $128.5 million and a net gain on sales of land parcels of approximately $1.8 million�on the above sales.
5. | Commitments to Acquire/Dispose of Real Estate |
The Company has entered into separate agreements to acquire the following (purchase price in thousands):
Properties | Apartment�Units | Purchase�Price | ||||||||
Rental Properties | 1 | 161 | $ | 61,000 | ||||||
Land Parcel | 3,300 | |||||||||
Total | 1 | 161 | $ | 64,300 | ||||||
In addition to the properties that were subsequently disposed of as discussed in Note 14, the Company has entered into separate agreements to dispose of the following (sales price in thousands):
Properties | Apartment�Units | Sales�Price | ||||||||
Rental Properties | 3 | 529 | $ | 124,400 | ||||||
Land Parcel | 32,100 | |||||||||
Total | 3 | 529 | $ | 156,500 | ||||||
The closings of these pending transactions are subject to certain conditions and restrictions, therefore, there can be no assurance that these transactions will be consummated or that the final terms will not differ in material respects from those summarized in the preceding paragraphs.
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6. | Investments in Partially Owned Entities |
The Company has co-invested in various properties with unrelated third parties which are either consolidated or accounted for under the equity method of accounting (unconsolidated). The following tables and information summarize the Companys investments in partially owned entities as of September�30, 2014 (amounts in thousands except for project and apartment unit amounts):
Consolidated | Unconsolidated | ||||||||||||||||||||||||||
Development Projects | Development Projects | ||||||||||||||||||||||||||
Held for and/or Under Development | Operating | Total | Held for and/or Under Development | Completed, Not Stabilized (3) | Operating | Total | |||||||||||||||||||||
Total projects (1) | 19 | 19 | 1 | 3 | 4 | ||||||||||||||||||||||
Total apartment units (1) | 3,771 | 3,771 | 444 | 1,225 | 1,669 | ||||||||||||||||||||||
Balance sheet information at 9/30/14 (at 100%): | |||||||||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||||
Investment in real estate | $ | 324,997 | $ | 679,956 | $ | 1,004,953 | $ | 61,037 | $ | 155,413 | $ | 186,779 | $ | 403,229 | |||||||||||||
Accumulated depreciation | (189,005 | ) | (189,005 | ) | (5,313 | ) | (12,185 | ) | (17,498 | ) | |||||||||||||||||
Investment in real estate, net | 324,997 | 490,951 | 815,948 | 61,037 | 150,100 | 174,594 | 385,731 | ||||||||||||||||||||
Cash and cash equivalents | 2,953 | 15,820 | 18,773 | 66 | 1,975 | 4,486 | 6,527 | ||||||||||||||||||||
Investments in unconsolidated entities | 52,641 | 52,641 | |||||||||||||||||||||||||
Deposits restricted | 31,236 | 300 | 31,536 | 189 | 189 | ||||||||||||||||||||||
Deferred financing costs, net | 2,229 | 2,229 | 41 | 158 | 199 | ||||||||||||||||||||||
Other assets | 6,679 | 26,927 | 33,606 | 50 | 1,039 | 1,089 | |||||||||||||||||||||
�������Total assets | $ | 365,865 | $ | 588,868 | $ | 954,733 | $ | 61,144 | $ | 152,125 | $ | 180,466 | $ | 393,735 | |||||||||||||
LIABILITIES AND EQUITY/CAPITAL | |||||||||||||||||||||||||||
Mortgage notes payable (2) | $ | $ | 360,392 | $ | 360,392 | $ | 25,631 | $ | 96,793 | $ | 111,800 | $ | 234,224 | ||||||||||||||
Accounts payable & accrued expenses | 16,707 | 3,217 | 19,924 | 5,730 | 456 | 1,467 | 7,653 | ||||||||||||||||||||
Accrued interest payable | 1,266 | 1,266 | 51 | 464 | 269 | 784 | |||||||||||||||||||||
Other liabilities | 1,230 | 1,230 | 3 | 88 | 986 | 1,077 | |||||||||||||||||||||
Security deposits | 1,975 | 1,975 | 161 | 296 | 457 | ||||||||||||||||||||||
�������Total liabilities | 16,707 | 368,080 | 384,787 | 31,415 | 97,962 | 114,818 | 244,195 | ||||||||||||||||||||
Noncontrolling Interests Partially Owned Properties/Partners' equity | 117,351 | 7,846 | 125,197 | 27,858 | 47,223 | 46,639 | 121,720 | ||||||||||||||||||||
Company equity/General and Limited Partners' Capital | 231,807 | 212,942 | 444,749 | 1,871 | 6,940 | 19,009 | 27,820 | ||||||||||||||||||||
�������Total equity/capital | 349,158 | 220,788 | 569,946 | 29,729 | 54,163 | 65,648 | 149,540 | ||||||||||||||||||||
�������Total liabilities and equity/capital | $ | 365,865 | $ | 588,868 | $ | 954,733 | $ | 61,144 | $ | 152,125 | $ | 180,466 | $ | 393,735 | |||||||||||||
30
Consolidated | Unconsolidated | ||||||||||||||||||||||||||
Development Projects | Development Projects | ||||||||||||||||||||||||||
Held for and/or Under Development | Held for and/or Under Development | Operating | |||||||||||||||||||||||||
Completed, Not Stabilized (3) | |||||||||||||||||||||||||||
Operating | Total | Total | |||||||||||||||||||||||||
Operating information for the nine months ended 9/30/14 (at 100%): | |||||||||||||||||||||||||||
Operating revenue | $ | $ | 65,565 | $ | 65,565 | $ | $ | 6,874 | $ | 14,499 | $ | 21,373 | |||||||||||||||
Operating expenses | 19,390 | 19,390 | 159 | 2,486 | 5,442 | 8,087 | |||||||||||||||||||||
Net operating income (loss) | 46,175 | 46,175 | (159 | ) | 4,388 | 9,057 | 13,286 | ||||||||||||||||||||
Depreciation | 16,202 | 16,202 | 4,903 | 6,102 | 11,005 | ||||||||||||||||||||||
General and administrative/other | 1 | 34 | 35 | 1 | 205 | 206 | |||||||||||||||||||||
Operating (loss) income | (1 | ) | 29,939 | 29,938 | (159 | ) | (516 | ) | 2,750 | 2,075 | |||||||||||||||||
Interest and other income | 10 | 10 | |||||||||||||||||||||||||
Other expenses | (54 | ) | (54 | ) | |||||||||||||||||||||||
Interest: | |||||||||||||||||||||||||||
Expense incurred, net | (11,708 | ) | (11,708 | ) | (3,905 | ) | (3,422 | ) | (7,327 | ) | |||||||||||||||||
Amortization of deferred financing costs | (266 | ) | (266 | ) | (81 | ) | (81 | ) | |||||||||||||||||||
(Loss) income before income and other taxes and (loss) from investments in unconsolidated entities | (1 | ) | 17,921 | 17,920 | (159 | ) | (4,421 | ) | (753 | ) | (5,333 | ) | |||||||||||||||
Income and other tax (expense) benefit | (45 | ) | (45 | ) | (7 | ) | (7 | ) | |||||||||||||||||||
(Loss) from investments in unconsolidated entities | (1,273 | ) | (1,273 | ) | |||||||||||||||||||||||
Net (loss) income | $ | (1 | ) | $ | 16,603 | $ | 16,602 | $ | (159 | ) | $ | (4,428 | ) | $ | (753 | ) | $ | (5,340 | ) | ||||||||
(1) | Project and apartment unit counts exclude all uncompleted development projects until those projects are substantially completed. |
(2) | All debt is non-recourse to the Company with the exception of 50% of the current $25.6 million outstanding debt balance on one unconsolidated development project. |
(3) | Projects included here are substantially complete. However, they may still require additional exterior and interior work for all units to be available for leasing. |
Note: | The above tables exclude the Company's interests in unconsolidated joint ventures entered into with AVB in connection with the Archstone Transaction. These ventures own certain non-core Archstone assets that are held for sale and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters as well as responsibility for tax protection arrangements and third-party preferred interests in former Archstone subsidiaries. The preferred interests have an aggregate liquidation value of $73.5 million at September�30, 2014. The ventures are owned 60% by the Company and 40% by AVB. |
During the nine months ended September�30, 2014, the Company and its joint venture partner sold one consolidated partially owned land parcel and recognized a net gain on the sale of approximately $1.1 million.
The Company is the controlling partner in various consolidated partnership properties and development properties having a noncontrolling interest book value of $125.2 million at September�30, 2014. The Company does not have any VIEs.
Archstone Acquisition
����
On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired interests in several joint ventures. Details of these interests follow by project:
����
Wisconsin Place This project contains a mixed-use site located in Chevy Chase, Maryland consisting of residential, retail, office and accessory uses, including underground parking facilities. The Company has a 75% equity interest with an initial basis of $198.5 million in the 432 unit residential component. The Company is the managing member, was responsible for constructing the residential project and its partner does not have substantive kick-out or participating rights. As a result, the entity that owns the residential component of this mixed-use site is required to be consolidated on the Company's balance sheet. Such entity also retains an unconsolidated interest in an entity that owns the land underlying the entire project and owns and operates the parking facility. The initial fair value of this investment is $56.5 million. The Company does not have any ownership interest in the retail and office components.
31
San Norterra This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs were approximately $52.8 million and construction was partially funded with a construction loan that was guaranteed by the partner and non-recourse to the Company. The loan has a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January�6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
Waterton Tenside This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.1 million, bears interest at 3.66% and matures December�1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
Parc on Powell (formerly known as 1333 Powell) This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $25.6 million; the loan bears interest at LIBOR plus 2.25% and matures August�14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the Residual JV ). The Residual JV owns certain non-core Archstone assets, such as interests in a six property portfolio of apartment buildings and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.
During the nine months ended September 30, 2014, the Company closed on the sale of its unconsolidated interest in the German portfolio fund, the German management company and the remaining wholly-owned German real estate assets. With these sales, all German real estate assets that were acquired by the Residual JV as part of the Archstone Acquisition have now been sold. The Company's pro rata share of the proceeds/distributions that have been repatriated to the Residual JV and received by the Company as a result of the German dispositions was approximately $77.0 million during the nine months ended September 30, 2014 and $95.9 million cumulatively since the closing of the Archstone Acquisition.
On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the Legacy JV ), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by the Legacy JV. At September�30, 2014, the remaining preferred interests have an aggregate liquidation value of $73.5 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.
Other
In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once
32
the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September�30, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $331.8 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.
The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These projects are now unconsolidated. Details of these projects follow:
" | Nexus Sawgrass This development project was completed and stabilized during the quarter ended September�30, 2014. Total project costs were approximately $78.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.6 million; the loan bears interest at 5.60% and matures January�1, 2021. |
" | Domain This development project is substantially complete. Total project costs are expected to be approximately $155.8 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $96.8 million; the loan bears interest at 5.75% and matures January�1, 2022. |
While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Company currently has no further funding obligations related to these projects.
7. | Deposits Restricted and Escrow Deposits Mortgage |
The following table presents the Companys restricted deposits as of September�30, 2014 and December�31, 2013 (amounts in thousands):
September�30, 2014 | December�31, 2013 | |||||||
Tax-deferred (1031)�exchange proceeds | $ | 3,909 | $ | |||||
Earnest money on pending acquisitions | 330 | 4,514 | ||||||
Restricted deposits on real estate investments | 33,201 | 53,771 | ||||||
Resident security and utility deposits | 47,000 | 44,777 | ||||||
Other | 505 | 505 | ||||||
Totals | $ | 84,945 | $ | 103,567 | ||||
The following table presents the Companys escrow deposits as of September�30, 2014 and December�31, 2013 (amounts in thousands):
September�30, 2014 | December�31, 2013 | |||||||
Real estate taxes and insurance | $ | 2,049 | $ | 3,687 | ||||
Replacement reserves | 3,669 | 4,229 | ||||||
Mortgage principal reserves/sinking funds | 39,425 | 33,868 | ||||||
Other | 852 | 852 | ||||||
Totals | $ | 45,995 | $ | 42,636 | ||||
8.����Debt
EQR does not have any indebtedness as all debt is incurred by the Operating Partnership. EQR guarantees the Operating Partnerships revolving credit facility up to the maximum amount and for the full term of the facility.
Mortgage Notes Payable
As of September�30, 2014, the Company had outstanding mortgage debt of approximately $5.1 billion.
33
During the nine months ended September�30, 2014, the Company:
� | Repaid $72.7 million of mortgage loans. |
As of September�30, 2014, the Company had $700.5 million of secured debt subject to third party credit enhancement.
As of September�30, 2014, scheduled maturities for the Companys outstanding mortgage indebtedness were at various dates through May 1, 2061. At September�30, 2014, the interest rate range on the Companys mortgage debt was 0.03% to 7.25%. During the nine months ended September�30, 2014, the weighted average interest rate on the Companys mortgage debt was 4.24%.
Notes
As of September�30, 2014, the Company had outstanding unsecured notes of approximately $5.4 billion.
During the nine months ended September�30, 2014, the Company:
� | Repaid $500.0 million of 5.250% unsecured notes at maturity; |
� | Repaid its $750.0 million unsecured term loan facility in conjunction with the note issuances discussed below; |
� | Issued�$450.0 million�of five-year�2.375%�fixed rate public notes, receiving net proceeds of�$449.6 million�before underwriting fees and other expenses, at an all-in effective interest rate of�2.52% and swapped the notes to a floating interest rate in conjunction with the issuance (see Note 9 for further discussion); and |
� | Issued�$750.0 million�of thirty-year 4.50%�fixed rate public notes, receiving net proceeds of�$744.7 million�before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of�4.57% after termination of various forward starting swaps in conjunction with the issuance (see Note 9 for further discussion). |
As of September�30, 2014, scheduled maturities for the Companys outstanding notes were at various dates through 2044. At September�30, 2014, the interest rate range on the Companys notes was 2.375% to 7.57%. During the nine months ended September�30, 2014, the weighted average interest rate on the Companys notes was 4.99%.
Lines of Credit
On January 11, 2013, the Company replaced its existing $1.75 billion facility with a $2.5 billion unsecured revolving credit facility maturing April�1, 2018. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently 1.05%) and the Company pays an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt.
As of September�30, 2014, the amount available on the credit facility was $2.01 billion (net of $44.0 million which was restricted/dedicated to support letters of credit and net of $446.0 million outstanding). During the nine months ended September�30, 2014, the weighted average interest rate was 0.99%.
9. | Derivative and Other Fair Value Instruments |
The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.
The carrying values of the Companys mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion and $5.9 billion, respectively, at September�30, 2014. The fair values of the Companys mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $6.2 billion (Level 2), respectively, at September�30, 2014. The carrying values of the Company's mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.2 billion and $5.6 billion, respectively, at December 31, 2013. The fair values of the Companys mortgage notes payable and unsecured debt (including its line of credit) were approximately $5.1 billion (Level 2) and $5.9 billion (Level 2), respectively, at December 31, 2013. The fair values of the Companys financial instruments (other than mortgage notes payable, unsecured notes, lines of credit and derivative instruments), including cash and cash equivalents and other financial instruments, approximate their carrying or contract values.
34
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. The Company may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.
The following table summarizes the Companys consolidated derivative instruments at September�30, 2014 (dollar amounts are in thousands):
Fair Value Hedges (1) | Forward Starting Swaps (2) | |||||||
Current Notional Balance | $ | 450,000 | $ | 200,000 | ||||
Lowest Possible Notional | $ | 450,000 | $ | 200,000 | ||||
Highest Possible Notional | $ | 450,000 | $ | 200,000 | ||||
Lowest Interest Rate | 2.375 | % | 2.689 | % | ||||
Highest Interest Rate | 2.375 | % | 3.191 | % | ||||
Earliest Maturity Date | 2019 | 2025 | ||||||
Latest Maturity Date | 2019 | 2025 | ||||||
�
(1) | Fair Value Hedges� Converts outstanding fixed rate unsecured notes ($450.0 million 2.375% notes due July�1, 2019) to a floating interest rate of 90-Day LIBOR plus 0.61%. |
(2) | Forward Starting Swaps Designed to partially fix interest rates in advance of a planned future debt issuance. These swaps have mandatory counterparty terminations in 2016, and are targeted to 2015 issuances. |
A three-level valuation hierarchy exists for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
" | Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
" | Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
" | Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The Companys derivative positions are valued using models developed by the respective counterparty as well as models developed internally by the Company that use as their basis readily observable market parameters (such as forward yield curves and credit default swap data). Employee holdings other than Common Shares within the supplemental executive retirement plan (the SERP ) are valued using quoted market prices for identical assets and are included in other assets and other liabilities on the consolidated balance sheets. Redeemable Noncontrolling Interests Operating Partnership/Redeemable Limited Partners are valued using the quoted market price of Common Shares. The fair values disclosed for mortgage notes payable and unsecured debt (including its line of credit) were calculated using indicative rates provided by lenders of similar loans in the case of mortgage notes payable and the private unsecured debt (including its line of credit) and quoted market prices for each underlying issuance in the case of the public unsecured notes.
The following tables provide a summary of the fair value measurements for each major category of assets and liabilities measured at fair value on a recurring basis and the location within the accompanying consolidated balance sheets at September�30, 2014 and December�31, 2013, respectively (amounts in thousands):
35
� | � | � | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Balance�Sheet Location | 9/30/2014 | Quoted�Prices�in Active�Markets�for Identical�Assets/Liabilities (Level 1) | Significant� Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level� 3) | |||||||||||||
Assets | ||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||
Interest Rate Contracts: | ||||||||||||||||||
Forward Starting Swaps | Other�Assets | $ | 678 | $ | $ | 678 | $ | |||||||||||
Supplemental Executive Retirement Plan | Other Assets | 98,350 | 98,350 | |||||||||||||||
Total | $ | 99,028 | $ | 98,350 | $ | 678 | $ | |||||||||||
Liabilities | ||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||
Interest Rate Contracts: | ||||||||||||||||||
Fair Value Hedges | Other Liabilities | $ | 2,485 | $ | $ | 2,485 | $ | |||||||||||
Forward Starting Swaps | Other Liabilities | 2,927 | 2,927 | |||||||||||||||
Supplemental Executive Retirement Plan | Other Liabilities | 98,350 | 98,350 | |||||||||||||||
Total | $ | 103,762 | $ | 98,350 | $ | 5,412 | $ | |||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||
Operating Partnership/Redeemable | ||||||||||||||||||
Limited Partners | Mezzanine | $ | 430,149 | $ | $ | 430,149 | $ | |||||||||||
� | � | � | Fair Value Measurements at Reporting Date Using | |||||||||||||||
Description | Balance�Sheet Location | 12/31/2013 | Quoted�Prices�in Active�Markets�for Identical�Assets/Liabilities (Level 1) | Significant� Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level� 3) | |||||||||||||
Assets | ||||||||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||||
Interest Rate Contracts: | ||||||||||||||||||
Forward Starting Swaps | Other�Assets | $ | 18,710 | $ | $ | 18,710 | $ | |||||||||||
Supplemental Executive Retirement Plan | Other Assets | 83,845 | 83,845 | |||||||||||||||
Total | $ | 102,555 | $ | 83,845 | $ | 18,710 | $ | |||||||||||
Liabilities | ||||||||||||||||||
Supplemental Executive Retirement Plan | Other�Liabilities | $ | 83,845 | $ | 83,845 | $ | $ | |||||||||||
Total | $ | 83,845 | $ | 83,845 | $ | $ | ||||||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||||
Operating Partnership/Redeemable | ||||||||||||||||||
Limited Partners | Mezzanine | $ | 363,144 | $ | $ | 363,144 | $ | |||||||||||
The following tables provide a summary of the effect of fair value hedges on the Companys accompanying consolidated statements of operations and comprehensive income for the nine months ended September�30, 2014 and 2013, respectively (amounts in thousands):
36
September 30, 2014 Type of Fair Value Hedge | Location�of Gain/(Loss) Recognized�in Income on Derivative | Amount�of Gain/(Loss) Recognized�in Income on Derivative | Hedged�Item | Income�Statement Location�of Hedged Item Gain/(Loss) | Amount�of Gain/(Loss) Recognized�in Income on Hedged Item | |||||||||
Derivatives designated as hedging instruments: | ||||||||||||||
Interest Rate Contracts: | ||||||||||||||
Interest Rate Swaps | Interest expense | $ | (2,485 | ) | Fixed rate debt | Interest expense | $ | 2,485 | ||||||
Total | � | $ | (2,485 | ) | � | � | $ | 2,485 | ||||||
�
September 30, 2013 Type of Fair Value Hedge | Location�of Gain/(Loss) Recognized�in Income on Derivative | Amount�of Gain/(Loss) Recognized�in Income on Derivative | Hedged�Item | Income�Statement Location�of Hedged Item Gain/(Loss) | Amount�of Gain/(Loss) Recognized�in Income on Hedged Item | |||||||||
Derivatives designated as hedging instruments: | ||||||||||||||
Interest Rate Contracts: | ||||||||||||||
Interest Rate Swaps | Interest expense | $ | (1,524 | ) | Fixed rate debt | Interest expense | $ | 1,524 | ||||||
Total | � | $ | (1,524 | ) | � | � | $ | 1,524 | ||||||
The following tables provide a summary of the effect of cash flow hedges on the Companys accompanying consolidated statements of operations and comprehensive income for the nine months ended September�30, 2014 and 2013, respectively (amounts in thousands):
� | Effective Portion | Ineffective Portion | ||||||||||||||
September 30, 2014 Type of Cash Flow Hedge | Amount�of Gain/(Loss) Recognized�in OCI on Derivative | Location�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | Amount�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | Location�of Gain/(Loss) Recognized�in Income �on Derivative | Amount�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | |||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||
Interest Rate Contracts: | ||||||||||||||||
Forward Starting Swaps/Treasury Locks | $ | (21,693 | ) | Interest expense | $ | (12,606 | ) | Interest expense | $ | 91 | ||||||
Total | $ | (21,693 | ) | � | $ | (12,606 | ) | � | $ | 91 | ||||||
�
� | Effective Portion | Ineffective Portion | ||||||||||||||
September 30, 2013 Type of Cash Flow Hedge | Amount�of Gain/(Loss) Recognized�in OCI on Derivative | Location�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | Amount�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | Location�of Gain/(Loss) Recognized�in Income �on Derivative | Amount�of Gain/ (Loss) Reclassified from Accumulated OCI into Income | |||||||||||
Derivatives designated as hedging instruments: | ||||||||||||||||
Interest Rate Contracts: | ||||||||||||||||
Forward Starting Swaps/Treasury Locks | $ | 8,737 | Interest expense | $ | (16,084 | ) | N/A | $ | ||||||||
Total | $ | 8,737 | � | $ | (16,084 | ) | � | $ | ||||||||
As of September�30, 2014 and December�31, 2013, there were approximately $165.0 million and $155.8 million in deferred losses, net, included in accumulated other comprehensive (loss), respectively, related to derivative instruments. Based on the estimated fair values of the net derivative instruments at September�30, 2014, the Company may recognize an estimated $22.0 million of accumulated other comprehensive (loss) as additional interest expense during the twelve months ending September�30, 2015.
In June 2014, the Company paid a net�$2.0 million�to settle seven forward starting ten-year swaps in conjunction with the issuance of�$750.0 million�of thirty-year fixed rate public notes. The ineffective portion of approximately�$0.1 million�was recorded as a decrease to interest expense and accrued interest of approximately $1.3 million�was recorded as an increase to interest expense. The remaining amount of�approximately $0.8 million�will be deferred as a component of accumulated other comprehensive (loss) and recognized as an increase to interest expense over the first nine years and ten months of the notes.
37
10.����Earning Per Share and Earnings Per Unit
Equity Residential
The following tables set forth the computation of net income per share basic and net income per share diluted for the Company (amounts in thousands except per share amounts):
Nine Months Ended September 30, | Quarter�Ended�September�30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator for net income per share� basic: | ||||||||||||||||
Income (loss) from continuing operations | $ | 301,598 | $ | (237,315 | ) | $ | 117,611 | $ | (13,465 | ) | ||||||
Allocation to Noncontrolling Interests� Operating Partnership, net | (16,216 | ) | 9,517 | (8,740 | ) | 521 | ||||||||||
Net gain on sales of real estate properties | 128,544 | 113,641 | ||||||||||||||
Net (income) loss attributable to Noncontrolling Interests� Partially Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Preferred distributions | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests | 409,017 | (229,806 | ) | 220,767 | (13,670 | ) | ||||||||||
Discontinued operations, net of Noncontrolling Interests | 1,443 | 1,946,334 | (60 | ) | 389,825 | |||||||||||
Numerator for net income per share� basic | $ | 410,460 | $ | 1,716,528 | $ | 220,707 | $ | 376,155 | ||||||||
Numerator for net income per share� diluted (1): | ||||||||||||||||
Income from continuing operations | $ | 301,598 | $ | 117,611 | ||||||||||||
Net gain on sales of real estate properties | 128,544 | 113,641 | ||||||||||||||
Net (income) attributable to Noncontrolling Interests� Partially Owned Properties | (1,800 | ) | (708 | ) | ||||||||||||
Preferred distributions | (3,109 | ) | (1,037 | ) | ||||||||||||
Income from continuing operations available to Common Shares | 425,233 | 229,507 | ||||||||||||||
Discontinued operations, net | 1,500 | (62 | ) | |||||||||||||
Numerator for net income per share� diluted (1) | $ | 426,733 | $ | 1,716,528 | $ | 229,445 | $ | 376,155 | ||||||||
Denominator for net income per share� basic and diluted (1): | ||||||||||||||||
Denominator for net income per share basic | 360,900 | 352,414 | 361,409 | 359,811 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
OP Units | 13,726 | 13,707 | ||||||||||||||
Long-term compensation shares/units | 2,602 | 2,838 | ||||||||||||||
Denominator for net income per share diluted (1) | 377,228 | 352,414 | 377,954 | 359,811 | ||||||||||||
Net income per share� basic | $ | 1.14 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Net income per share� diluted | $ | 1.13 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Net income per share� basic: | ||||||||||||||||
Income (loss) from continuing operations available to Common Shares, net of Noncontrolling Interests | $ | 1.133 | $ | (0.652 | ) | $ | 0.611 | $ | (0.038 | ) | ||||||
Discontinued operations, net of Noncontrolling Interests | 0.004 | 5.523 | 1.083 | |||||||||||||
Net income per share� basic | $ | 1.137 | $ | 4.871 | $ | 0.611 | $ | 1.045 | ||||||||
Net income per share� diluted (1): | � | � | ||||||||||||||
Income (loss) from continuing operations available to Common Shares | $ | 1.127 | $ | (0.652 | ) | $ | 0.607 | $ | (0.038 | ) | ||||||
Discontinued operations, net | 0.004 | 5.523 | 1.083 | |||||||||||||
Net income per share� diluted | $ | 1.131 | $ | 4.871 | $ | 0.607 | $ | 1.045 | ||||||||
(1) | Potential common shares issuable from the assumed conversion of OP Units and the exercise/vesting of long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per share calculation as the Company had a loss from continuing operations for the nine months and quarter ended September 30, 2013. |
38
ERP Operating Limited Partnership
The following tables set forth the computation of net income per Unit basic and net income per Unit diluted for the Operating Partnership (amounts in thousands except per Unit amounts):
� | Nine Months Ended September 30, | Quarter�Ended�September 30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Numerator for net income per Unit� basic and diluted (1): | ||||||||||||||||
Income (loss) from continuing operations | $ | 301,598 | $ | (237,315 | ) | $ | 117,611 | $ | (13,465 | ) | ||||||
Net gain on sales of real estate properties | 128,544 | 113,641 | ||||||||||||||
Net (income) loss attributable to Noncontrolling Interests� Partially Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Allocation to Preference Units | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
Income (loss) from continuing operations available to Units | 425,233 | (239,323 | ) | 229,507 | (14,191 | ) | ||||||||||
Discontinued operations, net | 1,500 | 2,026,798 | (62 | ) | 405,182 | |||||||||||
Numerator for net income per Unit� basic and diluted (1) | $ | 426,733 | $ | 1,787,475 | $ | 229,445 | $ | 390,991 | ||||||||
Denominator for net income per Unit� basic and diluted (1): | ||||||||||||||||
Denominator for net income per Unit basic | 374,626 | 366,150 | 375,116 | 373,547 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Dilution for Units issuable upon assumed exercise/vesting of the ���Companys long-term compensation shares/units | 2,602 | 2,838 | ||||||||||||||
Denominator for net income per Unit diluted (1) | 377,228 | 366,150 | 377,954 | 373,547 | ||||||||||||
Net income per Unit� basic | $ | 1.14 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Net income per Unit� diluted | $ | 1.13 | $ | 4.87 | $ | 0.61 | $ | 1.05 | ||||||||
Net income per Unit� basic: | ||||||||||||||||
Income (loss) from continuing operations available to Units | $ | 1.133 | $ | (0.652 | ) | $ | 0.611 | $ | (0.038 | ) | ||||||
Discontinued operations, net | 0.004 | 5.523 | 1.083 | |||||||||||||
Net income per Unit� basic | $ | 1.137 | $ | 4.871 | $ | 0.611 | $ | 1.045 | ||||||||
Net income per Unit� diluted (1): | ||||||||||||||||
Income (loss) from continuing operations available to Units | $ | 1.127 | $ | (0.652 | ) | $ | 0.607 | $ | (0.038 | ) | ||||||
Discontinued operations, net | 0.004 | 5.523 | 1.083 | |||||||||||||
Net income per Unit� diluted | $ | 1.131 | $ | 4.871 | $ | 0.607 | $ | 1.045 | ||||||||
(1) | Potential Units issuable from the assumed exercise/vesting of the Company's long-term compensation shares/units are automatically anti-dilutive and therefore excluded from the diluted earnings per Unit calculation as the Operating Partnership had a loss from continuing operations for the nine months and quarter ended September 30, 2013. |
11. | Discontinued Operations |
The Company has presented separately as discontinued operations in all periods the results of operations for all consolidated assets disposed of and all properties held for sale, if any, for properties sold in 2013 and prior years. The amounts included in discontinued operations for the nine months and quarter ended September�30, 2014 represent trailing activity for properties sold in 2013 and prior years. None of the properties sold during the nine months and quarter ended September�30, 2014 met the new criteria for reporting discontinued operations. See Note 2 for further discussion.
The components of discontinued operations are outlined below and include the results of operations for the respective periods that the Company owned such assets for properties sold in 2013 and prior years during the nine months and quarters ended September�30, 2014 and 2013 (amounts in thousands).
����
39
� | Nine Months Ended September 30, | Quarter Ended September 30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
REVENUES | ||||||||||||||||
Rental income | $ | 1,218 | $ | 119,191 | $ | (57 | ) | $ | 11,235 | |||||||
Total revenues | 1,218 | 119,191 | (57 | ) | 11,235 | |||||||||||
EXPENSES (1) | ||||||||||||||||
Property and maintenance | (125 | ) | 35,571 | (84 | ) | 4,122 | ||||||||||
Real estate taxes and insurance | 146 | 11,602 | 152 | 735 | ||||||||||||
Property management | 1 | |||||||||||||||
Depreciation | 33,864 | 2,902 | ||||||||||||||
General and administrative | 59 | 77 | 8 | 4 | ||||||||||||
Total expenses | 80 | 81,115 | 76 | 7,763 | ||||||||||||
Discontinued operating income (loss) | 1,138 | 38,076 | (133 | ) | 3,472 | |||||||||||
Interest and other income | 152 | 156 | 72 | 66 | ||||||||||||
Other expenses | (3 | ) | ||||||||||||||
Interest (2): | ||||||||||||||||
Expense incurred, net | (1,276 | ) | (18 | ) | ||||||||||||
Amortization of deferred financing costs | (228 | ) | ||||||||||||||
Income and other tax (expense) benefit | (13 | ) | (504 | ) | (41 | ) | ||||||||||
Discontinued operations | 1,277 | 36,221 | (61 | ) | 3,479 | |||||||||||
Net gain on sales of discontinued operations | 223 | 1,990,577 | (1 | ) | 401,703 | |||||||||||
Discontinued operations, net | $ | 1,500 | $ | 2,026,798 | $ | (62 | ) | $ | 405,182 | |||||||
�
(1) | Includes expenses paid in the current period for properties sold in prior periods related to the Companys period of ownership. |
(2) | Includes only interest expense specific to secured mortgage notes payable for properties sold. |
12. | Commitments and Contingencies |
The Company, as an owner of real estate, is subject to various Federal, state and local environmental laws. Compliance by the Company with existing laws has not had a material adverse effect on the Company. However, the Company cannot predict the impact of new or changed laws or regulations on its current properties or on properties that it may acquire in the future.
The Company is party to a housing discrimination lawsuit brought by a non-profit civil rights organization in April 2006 in the U.S. District Court for the District of Maryland. The suit alleges that the Company designed and built approximately 300 of its properties in violation of the accessibility requirements of the Fair Housing Act and Americans With Disabilities Act. The suit seeks actual and punitive damages, injunctive relief (including modification of non-compliant properties), costs and attorneys' fees. The Company believes it has a number of viable defenses, including that a majority of the named properties were completed before the operative dates of the statutes in question and/or were not designed or built by the Company. Accordingly, the Company is defending the suit vigorously. Due to the pendency of the Companys defenses and the uncertainty of many other critical factual and legal issues, it is not possible to determine or predict the outcome of the suit or a possible loss or a range of loss, and no amounts have been accrued at September�30, 2014. While no assurances can be given, the Company does not believe that the suit, if adversely determined, would have a material adverse effect on the Company.
The Company has established a reserve related to various litigation matters associated with its Massachusetts properties and periodically assesses the adequacy of the reserve and makes adjustments as necessary. During the nine months ended September�30, 2014, the Company recorded additional reserves relating to these matters of approximately $4.0 million, resulting in total reserves of approximately $6.0 million at September�30, 2014. While no assurances can be given, the Company does not believe that the ultimate resolution of these litigation matters, if adversely determined, would have a material adverse effect on the Company.
The Company does not believe there is any other litigation pending or threatened against it that, individually or in the aggregate, may reasonably be expected to have a material adverse effect on the Company.
40
As of September�30, 2014, the Company has 12 consolidated projects (including Prism at Park Avenue South in New York City, which the Company is jointly developing with Toll Brothers as discussed below) totaling 4,017 apartment units in various stages of development with commitments to fund of approximately $1.1 billion and estimated completion dates ranging through September�30, 2017, as well as other completed development projects that are in various stages of lease up or are stabilized. Some of the projects are being developed solely by the Company, while others are being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company is the "general" or "managing" partner of the development ventures.
As of September�30, 2014, the Company has one unconsolidated project totaling 176 apartment units under development with an estimated completion date of March�31, 2015, as well as other completed development projects that are in various stages of lease up or are stabilized. These projects are all being co-developed with various third party development partners. The development venture agreements with these partners are primarily deal-specific, with differing terms regarding profit-sharing, equity contributions, returns on investment, buy-sell agreements and other customary provisions. The Company currently has no further funding obligations for Domain, Nexus Sawgrass and San Norterra. While the Company is the managing member of the Domain and Nexus Sawgrass joint ventures, was responsible for constructing both projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Domain and Nexus Sawgrass buy-sell arrangements contain provisions that provide the right, but not the obligation, for the Company to acquire the partners interests or sell its interests at any time following the occurrence of certain pre-defined events (including at stabilization) described in the development venture agreements. The respective partner for San Norterra and Parc on Powell (formerly known as 1333 Powell) is the general or managing partner of the development venture, and the Company does not have substantive kick-out or participating rights. The Company has given a repayment guaranty on the construction loan for Parc on Powell of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees.
����
In December 2011, the Company and Toll Brothers (NYSE: TOL) jointly acquired a vacant land parcel at 400 Park Avenue South in New York City. The Company's and Toll Brothers' allocated portions of the purchase price were approximately $76.1 million and $57.9 million, respectively. The Company is the managing member and Toll Brothers does not have substantive kick-out or participating rights. Until the core and shell of the building is complete, the building and land will be owned jointly and are required to be consolidated on the Company's balance sheet. Thereafter, the Company will solely own and control the rental portion of the building (floors 2-22) and Toll Brothers will solely own and control the for sale portion of the building (floors 23-40). Once the core and shell are complete, the Toll Brothers' portion of the property will be deconsolidated from the Company's balance sheet. The acquisition was financed through contributions by the Company and Toll Brothers of approximately $102.5 million and $75.7 million, respectively, which included the land purchase noted above, restricted deposits and taxes and fees. As of September�30, 2014, the Company's and Toll Brothers' consolidated contributions to the joint venture were approximately $331.8 million, of which Toll Brothers' noncontrolling interest balance totaled $117.4 million.
13. | Reportable Segments |
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the chief operating decision maker. The chief operating decision maker decides how resources are allocated and assesses performance on a recurring basis at least quarterly.
The Companys primary business is the acquisition, development and management of multifamily residential properties, which includes the generation of rental and other related income through the leasing of apartment units to residents. The chief operating decision maker evaluates the Company's operating performance geographically by market and both on a same store and non-same store basis. The Companys operating segments located in its core markets represent its reportable segments (with the aggregation of Los Angeles, Orange County and San Diego into the Southern California reportable segment). The Company's operating segments located in its non-core markets that are not material have also been aggregated in the tables presented below.
The Companys fee and asset management and development (including its partially owned properties) activities are other business activities that do not constitute an operating segment and as such, have been aggregated in the "Other" category in the tables presented below.
All revenues are from external customers and there is no customer who contributed 10% or more of the Companys total revenues during the nine months and quarters ended September�30, 2014 and 2013, respectively.
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The primary financial measure for the Companys rental real estate segment is net operating income ( NOI ), which represents rental income less: 1)�property and maintenance expense; 2)�real estate taxes and insurance expense; and 3)�property management expense (all as reflected in the accompanying consolidated statements of operations and comprehensive income). The Company believes that NOI is helpful to investors as a supplemental measure of its operating performance because it is a direct measure of the actual operating results of the Companys apartment communities. Current year NOI is compared to prior year NOI and current year budgeted NOI as a measure of financial performance. The following tables present NOI for each segment from our rental real estate specific to continuing operations for the nine months and quarters ended September�30, 2014 and 2013, respectively, as well as total assets and capital expenditures at September�30, 2014 (amounts in thousands):
� | Nine Months Ended September 30, 2014 | Nine Months Ended September 30, 2013 | ||||||||||||||||||||||
� | Rental Income | Operating Expenses | NOI | Rental Income | Operating Expenses | NOI | ||||||||||||||||||
Same store (1) | � | � | � | � | � | � | ||||||||||||||||||
��Boston | $ | 188,509 | $ | 61,195 | $ | 127,314 | $ | 182,143 | $ | 59,373 | $ | 122,770 | ||||||||||||
��Denver | 82,392 | 23,263 | 59,129 | 76,796 | 23,095 | 53,701 | ||||||||||||||||||
��New York | 340,374 | 129,561 | 210,813 | 327,884 | 124,960 | 202,924 | ||||||||||||||||||
��San Francisco | 251,812 | 79,898 | 171,914 | 232,062 | 81,417 | 150,645 | ||||||||||||||||||
��Seattle | 116,581 | 38,649 | 77,932 | 108,789 | 37,108 | 71,681 | ||||||||||||||||||
��South Florida | 143,000 | 53,347 | 89,653 | 136,599 | 52,238 | 84,361 | ||||||||||||||||||
��Southern California | 314,247 | 104,996 | 209,251 | 300,788 | 104,211 | 196,577 | ||||||||||||||||||
��Washington DC | 335,154 | 108,931 | 226,223 | 337,270 | 107,547 | 229,723 | ||||||||||||||||||
��Non-core | 92,660 | 34,236 | 58,424 | 89,791 | 33,349 | 56,442 | ||||||||||||||||||
Total same store | 1,864,729 | 634,076 | 1,230,653 | 1,792,122 | 623,298 | 1,168,824 | ||||||||||||||||||
Non-same store/other (2) (3) | ||||||||||||||||||||||||
��Boston | 2,749 | 639 | 2,110 | 1,900 | 430 | 1,470 | ||||||||||||||||||
��Seattle | 8,608 | 3,014 | 5,594 | 2,855 | 813 | 2,042 | ||||||||||||||||||
��South Florida | 3,687 | 2,113 | 1,574 | 44 | 364 | (320 | ) | |||||||||||||||||
��Southern California | 28,005 | 12,737 | 15,268 | 9,824 | 4,554 | 5,270 | ||||||||||||||||||
��Washington DC | 17,324 | 6,005 | 11,319 | 9,109 | 3,276 | 5,833 | ||||||||||||||||||
��Other (3) | 17,390 | 9,318 | 8,072 | 17,738 | 15,954 | 1,784 | ||||||||||||||||||
Total non-same store/other | 77,763 | 33,826 | 43,937 | 41,470 | 25,391 | 16,079 | ||||||||||||||||||
Archstone pre-ownership (4) | (92,423 | ) | (36,729 | ) | (55,694 | ) | ||||||||||||||||||
Total | $ | 1,942,492 | $ | 667,902 | $ | 1,274,590 | $ | 1,741,169 | $ | 611,960 | $ | 1,129,209 | ||||||||||||
(1) | Same store primarily includes all properties acquired or completed and stabilized prior to January�1, 2013, less properties subsequently sold, which represented 99,686 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(2) | Non-same store primarily includes properties acquired after January�1, 2013, plus any properties in lease-up and not stabilized as of January�1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(3) | Other includes development, other corporate operations and operations prior to sale for properties sold in 2014 that do not meet the new discontinued operations criteria. |
(4) | Represents pro forma Archstone pre-ownership results for the period January 1, 2013 to February 27, 2013 that is included in 2013 same store results. |
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� | Quarter Ended September 30, 2014 | Quarter Ended September 30, 2013 | ||||||||||||||||||||||
� | Rental Income | Operating Expenses | NOI | Rental Income | Operating Expenses | NOI | ||||||||||||||||||
Same store (1) | � | � | � | � | � | � | ||||||||||||||||||
��Boston | $ | 63,485 | $ | 19,781 | $ | 43,704 | $ | 61,687 | $ | 19,721 | $ | 41,966 | ||||||||||||
��Denver | 28,269 | 8,164 | 20,105 | 26,303 | 8,109 | 18,194 | ||||||||||||||||||
��New York | 114,968 | 41,457 | 73,511 | 110,588 | 41,215 | 69,373 | ||||||||||||||||||
��San Francisco | 86,468 | 26,938 | 59,530 | 79,602 | 27,312 | 52,290 | ||||||||||||||||||
��Seattle | 41,575 | 13,428 | 28,147 | 38,786 | 12,992 | 25,794 | ||||||||||||||||||
��South Florida | 48,245 | 17,805 | 30,440 | 46,135 | 17,673 | 28,462 | ||||||||||||||||||
��Southern California | 106,974 | 35,543 | 71,431 | 102,422 | 35,062 | 67,360 | ||||||||||||||||||
��Washington DC | 114,478 | 36,841 | 77,637 | 114,793 | 36,905 | 77,888 | ||||||||||||||||||
��Non-core | 31,391 | 11,387 | 20,004 | 30,294 | 11,092 | 19,202 | ||||||||||||||||||
Total same store | 635,853 | 211,344 | 424,509 | 610,610 | 210,081 | 400,529 | ||||||||||||||||||
Non-same store/other (2) (3) | ||||||||||||||||||||||||
��Boston | 931 | 215 | 716 | 747 | 176 | 571 | ||||||||||||||||||
��Seattle | 2,464 | 645 | 1,819 | |||||||||||||||||||||
��South Florida | 1,645 | 736 | 909 | 21 | 218 | (197 | ) | |||||||||||||||||
��Southern California | 11,889 | 4,653 | 7,236 | 4,413 | 1,962 | 2,451 | ||||||||||||||||||
��Washington DC | 4,899 | 1,654 | 3,245 | 2,458 | 1,003 | 1,455 | ||||||||||||||||||
��Other (3) | 4,320 | (128 | ) | 4,448 | 5,814 | 133 | 5,681 | |||||||||||||||||
Total non-same store/other | 26,148 | 7,775 | 18,373 | 13,453 | 3,492 | 9,961 | ||||||||||||||||||
Total | $ | 662,001 | $ | 219,119 | $ | 442,882 | $ | 624,063 | $ | 213,573 | $ | 410,490 | ||||||||||||
(1) | Same store primarily includes all properties acquired or completed and stabilized prior to July�1, 2013, less properties subsequently sold, which represented 100,196 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(2) | Non-same store primarily includes properties acquired after July 1, 2013, plus any properties in lease-up and not stabilized as of July�1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(3) | Other includes development, other corporate operations and operations prior to sale for properties sold in 2014 that do not meet the new discontinued operations criteria. |
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� | Nine Months Ended September 30, 2014 | |||||||
� | Total Assets | Capital Expenditures | ||||||
Same store (1) | � | � | ||||||
��Boston | $ | 1,939,055 | $ | 14,656 | ||||
��Denver | 525,685 | 3,900 | ||||||
��New York | 4,683,104 | 14,802 | ||||||
��San Francisco | 2,736,460 | 20,234 | ||||||
��Seattle | 1,039,100 | 9,699 | ||||||
��South Florida | 1,145,788 | 11,377 | ||||||
��Southern California | 2,955,062 | 19,125 | ||||||
��Washington DC | 4,252,450 | 30,477 | ||||||
��Non-core | 575,000 | 4,967 | ||||||
Total same store | 19,851,704 | 129,237 | ||||||
Non-same store/other (2) (3) | ||||||||
��Boston | 48,570 | 690 | ||||||
��Seattle | 226,023 | 396 | ||||||
��South Florida | 68,528 | |||||||
��Southern California | 754,384 | 971 | ||||||
��Washington DC | 303,871 | 1,290 | ||||||
��Other (3) | 1,755,014 | 597 | ||||||
Total non-same store/other | 3,156,390 | 3,944 | ||||||
Total | $ | 23,008,094 | $ | 133,181 | ||||
(1) | Same store primarily includes all properties acquired or completed and stabilized prior to January�1, 2013, less properties subsequently sold, which represented 99,686 apartment units. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(2) | Non-same store primarily includes properties acquired after January�1, 2013, plus any properties in lease-up and not stabilized as of January�1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(3) | Other includes development, other corporate operations and capital expenditures for properties sold. |
Note: Markets/Metro Areas aggregated in the above Southern California and Non-core segments are as follows:
(a) Southern California Los Angeles, Orange County and San Diego.
(b) Non-core Inland Empire, CA, New England (excluding Boston), Orlando and Phoenix.
The following table presents a reconciliation of NOI from our rental real estate specific to continuing operations for the nine months and quarters ended September�30, 2014 and 2013, respectively (amounts in thousands):
� | Nine Months Ended September 30, | Quarter�Ended September 30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Rental income | $ | 1,942,492 | $ | 1,741,169 | $ | 662,001 | $ | 624,063 | ||||||||
Property and maintenance expense | (361,105 | ) | (330,812 | ) | (120,144 | ) | (118,782 | ) | ||||||||
Real estate taxes and insurance expense | (245,717 | ) | (217,753 | ) | (80,568 | ) | (75,916 | ) | ||||||||
Property management expense | (61,080 | ) | (63,395 | ) | (18,407 | ) | (18,875 | ) | ||||||||
Total operating expenses | (667,902 | ) | (611,960 | ) | (219,119 | ) | (213,573 | ) | ||||||||
Net operating income | $ | 1,274,590 | $ | 1,129,209 | $ | 442,882 | $ | 410,490 | ||||||||
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14. | Subsequent Events/Other |
Subsequent Events
Subsequent to September�30, 2014, the Company:
" | Sold four properties consisting of 1,424 apartment units for $199.5 million; and |
" | Entered into $100.0 million of forward starting swaps to hedge changes in interest rates related to future secured or unsecured debt issuances. |
Other
During the nine months ended�September�30, 2014�and�2013, the Company incurred charges of $0.3 million�and�$0.2 million, respectively, related to property acquisition costs, such as survey, title and legal fees, on the acquisition of operating properties (excluding the Archstone Transaction) and�$2.1 million�and�$4.0 million, respectively, related to the write-off of various pursuit and out-of-pocket costs for terminated acquisition, disposition and development transactions. These costs, totaling�$2.4 million�and�$4.2 million, respectively, are included in other expenses in the accompanying consolidated statements of operations and comprehensive income. See Note 4 for details on the property acquisition costs related to the Archstone Transaction.
During the nine months ended September�30, 2014, the Company received�$2.8 million for the settlement of various litigation/insurance claims, which are included in interest and other income in the accompanying consolidated statements of operations and comprehensive income.
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
For further information including definitions for capitalized terms not defined herein, refer to the consolidated financial statements and footnotes thereto included in the Companys and the Operating Partnership's Annual Report on Form 10-K for the year ended December�31, 2013.
Forward-Looking Statements
Forward-looking statements in this report are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, projections and assumptions made by management. While the Companys management believes the assumptions underlying its forward-looking statements are reasonable, such information is inherently subject to uncertainties and may involve certain risks, which could cause actual results, performance or achievements of the Company to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Many of these uncertainties and risks are difficult to predict and beyond managements control. Forward-looking statements are not guarantees of future performance, results or events. The forward-looking statements contained herein are made as of the date hereof and the Company undertakes no obligation to update or supplement these forward-looking statements. Factors that might cause such differences include, but are not limited to the following:
� | We intend to actively acquire, develop and rehab multifamily properties for rental operations as market conditions dictate. We may also acquire multifamily properties that are unoccupied or in the early stages of lease up. We may be unable to lease up these apartment properties on schedule, resulting in decreases in expected rental revenues and/or lower yields due to lower occupancy and rates as well as higher than expected concessions. We may not be able to achieve rents that are consistent with expectations for acquired, developed or rehabbed properties. We may underestimate the costs necessary to bring an acquired property up to standards established for its intended market position, to complete a development property or to complete a rehab. Additionally, we expect that other real estate investors with capital will compete with us for attractive investment opportunities or may also develop properties in markets where we focus our development and acquisition efforts. This competition (or lack thereof) may increase (or depress) prices for multifamily properties. We may not be in a position or have the opportunity in the future to make suitable property acquisitions on favorable terms. We have acquired in the past and intend to continue to pursue the acquisition of properties and portfolios of properties, including large portfolios, that could increase our size and result in alterations to our capital structure. The total number of apartment units under development, costs of development and estimated completion dates are subject to uncertainties arising from changing economic conditions (such as the cost of labor and construction materials), competition and local government regulation; |
� | Debt financing and other capital required by the Company may not be available or may only be available on adverse terms; |
� | Labor and materials required for maintenance, repair, capital expenditure or development may be more expensive than anticipated; |
� | Occupancy levels and market rents may be adversely affected by national and local economic and market conditions including, without limitation, new construction and excess inventory of multifamily and single family housing, increasing portions of single family housing stock being converted to rental use, rental housing subsidized by the government, other government programs that favor single family rental housing or owner occupied housing over multifamily rental housing, governmental regulations, slow or negative employment growth and household formation, the availability of low-interest mortgages or the availability of mortgages requiring little or no down payment for single family home buyers, changes in social preferences and the potential for geopolitical instability, all of which are beyond the Company's control; and |
� | Additional factors as discussed in Part I of the Companys and the Operating Partnership's Annual Report on Form 10-K, particularly those under Item 1A. Risk Factors . |
Forward-looking statements and related uncertainties are also included in the Notes to Consolidated Financial Statements in this report.
Overview
Equity Residential ( EQR ), a Maryland real estate investment trust ( REIT ) formed in March 1993, is an S&P 500 company focused on the acquisition, development and management of high quality apartment properties in top United States growth markets. ERP Operating Limited Partnership ( ERPOP ), an Illinois limited partnership, was formed in May 1993 to conduct the multifamily residential property business of Equity Residential. EQR has elected to be taxed as a REIT. References to the Company, we, us or our mean collectively EQR, ERPOP and those entities/subsidiaries owned or controlled by
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EQR and/or ERPOP. References to the Operating Partnership mean collectively ERPOP and those entities/subsidiaries owned or controlled by ERPOP.
EQR is the general partner of, and as of September�30, 2014 owned an approximate 96.2% ownership interest in, ERPOP. All of the Companys property ownership, development and related business operations are conducted through the Operating Partnership and EQR has no material assets or liabilities other than its investment in ERPOP. EQR issues equity from time to time but does not have any indebtedness as all debt is incurred by the Operating Partnership. The Operating Partnership holds substantially all of the assets of the Company, including the Companys ownership interests in its joint ventures. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity.
The Companys corporate headquarters are located in Chicago, Illinois and the Company also operates property management offices in each of its core markets. As of September�30, 2014, the Company had approximately 3,500 employees who provided real estate operations, leasing, legal, financial, accounting, acquisition, disposition, development and other support functions.
Available Information
You may access our Annual Report on Form�10-K, our Quarterly Reports on Form�10-Q, our Current Reports on Form�8-K and any amendments to any of those reports we file with the SEC free of charge at our website,�www.equityresidential.com. These reports are made available at our website as soon as reasonably practicable after we file them with the SEC. The information contained on our website, including any information referred to in this report as being available on our website, is not a part of or incorporated into this report.
Business Objectives and Operating and Investing Strategies
The Company invests in high quality apartment communities located in strategically targeted markets with the goal of maximizing our risk adjusted total return (operating income plus capital appreciation) on invested capital.
We seek to maximize the income and capital appreciation of our properties by investing in markets that are characterized by conditions favorable to multifamily property appreciation. We are focused primarily on the six core coastal, high barrier to entry markets of Boston, New York, Washington DC, Southern California (including Los Angeles, Orange County and San Diego), San Francisco and Seattle. These markets generally feature one or more of the following characteristics that allow us to increase rents:
� | High barriers to entry where, because of land scarcity or government regulation, it is difficult or costly to build new apartment properties, creating limits on new supply; |
� | High home ownership costs; |
� | Strong economic growth leading to job growth and household formation, which in turn leads to high demand for our apartments; |
� | Urban core locations with an attractive quality of life and higher wage job categories leading to high resident demand and retention; and |
� | Favorable demographics contributing to a larger pool of target residents with a high propensity to rent apartments. |
Our operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders. Revenue is maximized by attracting qualified prospects to our properties, cost-effectively converting these prospects into new residents and keeping our residents satisfied so they will renew their leases upon expiration. While we believe that it is our high-quality, well-located assets that bring our customers to us, it is the customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.
We use technology to engage our customers in the way that they want to be engaged. Many of our residents utilize our web-based resident portal which allows them to sign and renew their leases, review their accounts and make payments, provide feedback and make service requests on-line.
Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, sales of properties and joint venture agreements. In addition, the Company may acquire properties in transactions that include the issuance of limited partnership interests in the Operating Partnership ( OP Units ) as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or
47
in part, the recognition of taxable income or gain that might otherwise result from the sales. The Company may acquire land parcels to hold and/or sell based on market opportunities as well as options to buy more land in the future. The Company may also seek to acquire properties by purchasing defaulted or distressed debt that encumbers desirable properties in the hope of obtaining title to property through foreclosure or deed-in-lieu of foreclosure proceedings. The Company has also, in the past, converted some of its properties and sold them as condominiums but is not currently active in this line of business.
Over the past several years, the Company has done an extensive repositioning of its portfolio from low barrier to entry/non-core markets to high barrier to entry/core markets. Since 2005, the Company has sold over 163,000 apartment units primarily in its non-core markets for an aggregate sales price of approximately $15.8 billion, acquired over 67,000 apartment units primarily in its core markets for approximately $19.4 billion and began approximately $4.9 billion of development projects primarily in its core markets. We are currently seeking to acquire and develop assets primarily in the following six core coastal metropolitan areas: Boston, New York, Washington DC, Southern California, San Francisco and Seattle. We also have investments (in the aggregate about 11.6% of our NOI at September�30, 2014) in the two core markets of South Florida and Denver but do not currently intend to acquire or develop new assets in these markets. Further, we are in the process of exiting Phoenix and Orlando and will use sales proceeds from these markets to acquire and/or develop new assets and for other corporate purposes.
As part of its strategy, the Company purchases completed and fully occupied apartment properties, partially completed or partially occupied properties and takes options on land or acquires land on which apartment properties can be constructed. We intend to hold a diversified portfolio of assets across our target markets. As of September�30, 2014, no single market/metropolitan area accounted for more than 18.6% of our NOI, though no guarantee can be made that NOI concentration may not increase in the future.
We endeavor to attract and retain the best employees by providing them with the education, resources and opportunities to succeed. We provide many classroom and on-line training courses to assist our employees in interacting with prospects and residents as well as extensively train our customer service specialists in maintaining our properties and improvements, equipment and appliances. We actively promote from within and many senior corporate and property leaders have risen from entry level or junior positions. We monitor our employees' engagement by surveying them annually and have consistently received high engagement scores.
We have a commitment to sustainability and consider the environmental impacts of our business activities. Sustainability and social responsibility are key drivers of our focus on creating the best apartment communities for residents to live, work and play. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. With its high density, multifamily housing is, by its nature, an environmentally friendly property type. Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban locations near public transportation. When developing and renovating our properties, we strive to reduce energy and water usage by investing in energy saving technology while positively impacting the experience of our residents and the value of our assets. We continue to implement a combination of irrigation, lighting, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption. The Company was recently named as the 2014 North American Residential Large Cap Sector Leader by the Global Real Estate Sustainability Benchmark ("GRESB") survey, a globally recognized analysis of the sustainability indicators of approximately 650 real estate portfolios worldwide. For additional information regarding our sustainability efforts, see our December 2013 Corporate Social Responsibility and Sustainability Report at our website, www.equityresidential.com.
Current Environment
During the nine months ended September 30, 2014, the Company acquired four consolidated rental properties consisting of 1,080 apartment units for $375.6 million and two land parcels for $28.8 million. We believe our access to capital, our ability to execute large, complex transactions and our ability to efficiently stabilize large scale lease up properties provide us with a competitive advantage, which was demonstrated in the Archstone Transaction that closed in 2013. The Company currently budgets consolidated rental acquisitions of approximately $500.0 million during the year ending December 31, 2014 to be funded with proceeds from rental dispositions (see discussion below).
����
The Company started construction on four projects representing 1,543 apartment units totaling approximately $829.0 million of development costs during the nine months ended�September�30, 2014. The Company expects to increase its development activity as compared to the past few years and has budgeted up to $1.6 billion combined of new apartment construction starts on land currently owned during the years ending December 31, 2014 and 2015, with up to $1.1 billion occurring in 2014 and the balance occurring in 2015. We currently budget spending approximately $500.0 million and $700.0 million on development costs during the years ending December 31, 2014 and 2015, respectively. This capital will be primarily sourced with excess operating cash flow and borrowings on our revolving credit facility.
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The Company expects to continue to sell non-core assets and reduce its exposure to non-core markets as we believe these assets will have lower long-term returns and we can sell them for prices that we believe are favorable. The Archstone Transaction that closed in 2013 provided an opportunity to accelerate this strategy and do so efficiently through the use of Section 1031 tax deferred exchanges. Over the past several years, dispositions combined with reinvestment of the cash proceeds in assets with lower cap rates (see definition below) were dilutive to our earnings per share. The Company defines dilution from transactions as the lost NOI from sales proceeds that were not reinvested in other apartment properties or were reinvested in properties with a lower cap rate. Beginning in 2014 and going forward, the Company expects a decrease in dilution due to our reduced disposition volume and less lost NOI due to the locations of our planned dispositions. The Company sold four consolidated rental properties consisting of 1,317 apartment units for $197.1 million and two land parcels for $30.5 million during the nine months ended September�30, 2014. The Company currently budgets consolidated rental dispositions of approximately $500.0 million during the year ending�December�31, 2014.
We currently have access to multiple sources of capital including the equity markets as well as both the secured and unsecured debt markets. In June 2014, the Company completed a $450.0 million unsecured five year note offering with a coupon of 2.375% and an all-in effective interest rate of approximately 2.52% as well as a $750.0 million unsecured thirty year note offering with a coupon of 4.5% and an all-in effective interest rate of approximately 4.57%. The Company used the proceeds from these offerings to repay its $750.0 million unsecured term loan facility that was scheduled to mature on January 11, 2015 and to repay the outstanding balance on its revolving credit facility. In October 2013, the Company used cash on hand from dispositions to repay $963.5 million outstanding of 5.883% mortgage debt assumed as part of the Archstone Transaction prior to the November 1, 2014 maturity date. Also in October 2013, the Company closed a new $800.0 million mortgage loan from a large insurance company which matures on November 10, 2023, is interest only and carries a fixed interest rate of 4.21%. The Company used the loan proceeds from this new loan to simultaneously repay $825.0 million of a $1.27 billion mortgage loan assumed as part of the Archstone Transaction. The approximately $440.0 million balance will remain outstanding, continue to mature in November 2017 and continue to carry a fixed interest rate of 6.256%. The Company believes it has obtained favorable interest terms on all of this long term debt and has substantially extended the duration of its debt maturities as well as reduced its 2014, 2015 and 2017 maturities as a percentage of outstanding debt.
We believe that cash and cash equivalents, securities readily convertible to cash, current availability on our revolving credit facility and disposition proceeds for 2014 will provide sufficient liquidity to meet our funding obligations relating to asset acquisitions, debt maturities and existing development projects through 2014. We expect that our remaining longer-term funding requirements will be met through some combination of new borrowings, equity issuances, property dispositions, joint ventures and cash generated from operations.
There is significant uncertainty surrounding the futures of Fannie Mae and Freddie Mac (the Government Sponsored Enterprises or GSEs ). Through their lender originator networks, the GSEs are significant lenders both to the Company and to buyers of the Company's properties. The GSEs have a mandate to support multifamily housing through their financing activities. Any changes to their mandates, further reductions in their size or the scale of their activities or loss of key personnel could have a significant impact on the Company and may, among other things, lead to lower values for our assets and higher interest rates on our borrowings. The regulator of the GSEs required the GSEs to decrease their 2013 multifamily lending activities by 10% compared to 2012 levels. While the regulator's mandate for 2014 multifamily activity remains the same as 2013, it is unclear if future reductions or changes could be mandated. The GSEs' regulator has proposed 2015-2017 affordability targets for the GSEs. These targets are generally consistent with historical requirements and are not anticipated to materially impact the GSE's overall multifamily lending activity. However, going forward the regulator could require the GSEs to focus more of their lending activities on small borrowers or properties that the regulator deems affordable, which may or may not include the Company's assets. Reductions in GSE activity or increases in GSE loan pricing may also provide a competitive advantage to us by making the cost of financing multifamily properties more expensive for other multifamily owners while the Company continues to have access to cheaper capital in the public and private debt and equity markets. Over time, we expect that other lenders, including banks, the commercial mortgage-backed securities market and life insurance companies, will become larger sources of debt capital to the multifamily market because multifamily properties are attractive to lenders due to their relatively stable cash flows.
We expect continued growth in revenue (anticipated 2014 same store revenue increase of 4.1%) and NOI (anticipated 2014 same store NOI increase of 5.1%) and are optimistic that the continued strength in fundamentals across most of our markets will continue to produce solid performance for the remainder of 2014. These same store revenue and NOI growth assumptions are both above the high end of the Company's original projections budgeted in February 2014. These same-store assumptions include the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. Same store revenues increased 4.1% during the nine months ended September 30, 2014 as compared to the same period in 2013. We believe the key drivers behind the anticipated increase in revenue are base rent pricing for new residents, renewal pricing for existing residents, resident turnover and physical occupancy. For 2014, we now expect average base rent growth of 3.5% (vs.
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original guidance of 3.25%), an increase in renewal rates of 5.5% (vs. original guidance of 4.75%), occupancy of 95.6% (vs. original guidance of 95.4%) and turnover at 51.0% (vs. original guidance of 51.5%).
All of our markets are generally performing better than original expectations back in February 2014. As noted above, demand for our apartments has been stronger than expected, with higher occupancy and lower turnover due in part to declines in move outs to buy new homes. In general, new supply continues to be absorbed in an orderly fashion with lease-ups occurring faster than expected and only minimal impact on rents at nearby stabilized assets. However, Washington D.C. continues to show signs of stress as substantial new supply and the impact of sequestration and furloughs have dampened the metro area economy. We expect our Washington D.C. results to produce a slightly better than 1% decline in same store revenues during 2014, which will likely reduce our expected Company-wide same store revenue growth by 1%. Despite slow growth in the overall economy and the issues noted in Washington D.C., our business continues to perform well because of the combined forces of demographics, household formations and increasing consumer preference for the flexibility of rental housing, all of which should ensure a continued strong demand for rental housing. Taking all of the above factors into account, the Company currently forecasts same store revenue growth of 3.5% to 4.5% in 2015.
The Company anticipates that 2014 same store expenses will increase 2.2%, at the low end of original expectations, with increases in real estate taxes expected to approximate 5.7% and utilities expected to approximate 5% to 6% for the full year 2014. Same store expenses increased 1.7% during the nine months ended September 30, 2014 as compared to the same period in 2013, with real estate taxes up 5.7% and utilities up 4.9%. The increase in real estate taxes is primarily due to rate and value increases in certain states and municipalities, reflecting those states' and municipalities' continued economic challenges and the dramatic improvement in apartment values and fundamentals as well as the continued burn off of 421a tax abatements in New York City. The increase in utilities is primarily due to a combination of increases in natural gas prices, increased consumption of gas and electric due to historically low temperatures and increases in water and sewer costs as many municipalities have antiquated systems with limited revenue for modernization. Expense growth in the controllable property level expenses (excluding real estate taxes and utilities) declined 1.7% as the Company leverages the geographic locations of its new same-store portfolio (as a result of the Archstone Transaction and the 2013 disposition program) and technology to lower costs, which should partially offset the increase in real estate taxes and utilities. We expect that the beneficial impact resulting from Archstone synergies will continue to diminish in the remainder of the year.
We believe that the Company is well-positioned as of�September�30, 2014�because our properties are geographically diverse, were approximately 95.9% occupied (96.2% on a same store basis) and the long-term demographic picture is positive. We believe certain market areas, especially Washington D.C., downtown Boston and Cambridge and Seattle, will see substantial near term multifamily supply; yet total new supply levels for our core markets remain within historical ranges. We believe over the longer term that our core markets will absorb future supply without material marketwide disruption because of the high occupancy levels we currently experience and increasing household formations. We have seen evidence of this in Seattle as supply has been absorbed and rental rates continue to grow. We believe our strong balance sheet and ample liquidity will allow us to fund our debt maturities and development costs in the near term, and should also allow us to take advantage of investment opportunities in the future.
The current environment information presented above is based on current expectations and is forward-looking.
Results of Operations
In conjunction with our business objectives and operating strategy, the Company continued to invest in apartment properties located in strategically targeted markets during the nine months ended September�30, 2014 as follows:
� | Acquired two consolidated apartment properties consisting of 738 apartment units for $269.0 million at a weighted cap rate (see definition below) of 4.8% and two land parcels for $28.8 million; |
� | Acquired two consolidated apartment properties, one that had just completed lease up and the other which was still in lease up, consisting of 342 apartment units for $106.6 million and are expected to stabilize at a 6.4% yield on cost and a 4.9% yield on cost, respectively; and |
� | Sold four consolidated apartment properties consisting of 1,317 apartments units for $197.1 million at a weighted average cap rate of 6.4% generating an unlevered internal rate of return ("IRR"), inclusive of management costs, of 11.3% and two land parcels for $30.5 million. |
The Company's primary financial measure for evaluating each of its apartment communities is net operating income ( NOI ). NOI represents rental income less property and maintenance expense, real estate tax and insurance expense and property management expense. The Company believes that NOI is helpful to investors as a supplemental measure of its operating
50
performance because it is a direct measure of the actual operating results of the Company's apartment communities. The cap rate is generally the first year NOI yield (net of replacements) on the Company's investment.
����
Properties that the Company owned and were stabilized (see definition below) for all of both of the nine months ended�September�30, 2014�and�2013�as well as the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company (the Nine-Month�2014�Same Store Properties ), which represented 99,686 apartment units, impacted the Company's results of operations. Properties that the Company owned and were stabilized for all of both of the quarters ended�September�30, 2014�and 2013�(the "Third Quarter 2014 Same Store Properties"), which represented 100,196 apartment units, also impacted the Company's results of operations. Both the Nine-Month�2014�Same Store Properties and the Third Quarter�2014�Same Store Properties are discussed in the following paragraphs.
The following tables provide a rollforward of the apartment units included in Same Store Properties and a reconciliation of apartment units included in Same Store Properties to those included in Total Properties for the nine months and quarter ended September�30, 2014:
Nine Months Ended | Quarter Ended | |||||||||
September 30, 2014 | September 30, 2014 | |||||||||
Properties | Apartment Units | Properties | Apartment Units | |||||||
Same Store Properties at Beginning of Period | 296 | 80,247 | 374 | 100,648 | ||||||
2012 acquisitions | 9 | 1,896 | ||||||||
2013 acquisitions | 77 | 22,103 | 1 | 322 | ||||||
2013 acquisitions not yet included in same store (1) | (1 | ) | (322 | ) | ||||||
2013 acquisitions not yet stabilized (2) | (2 | ) | (613 | ) | ||||||
2013 acquisitions not managed by the Company (3) | (3 | ) | (853 | ) | ||||||
2013 acquisitions not consolidated | (1 | ) | (336 | ) | ||||||
2013 acquisitions disposed of in 2013 (4) | (3 | ) | (1,536 | ) | ||||||
2014 dispositions | (4 | ) | (1,317 | ) | (3 | ) | (981 | ) | ||
Lease-up properties stabilized | 3 | 374 | 1 | 188 | ||||||
Other | 43 | 19 | ||||||||
Same Store Properties at September 30, 2014 | 371 | 99,686 | 373 | 100,196 | ||||||
Nine Months Ended | Quarter Ended | |||||||||
September 30, 2014 | September 30, 2014 | |||||||||
Properties | Apartment Units | Properties | Apartment Units | |||||||
Same Store | 371 | 99,686 | 373 | 100,196 | ||||||
Non-Same Store: | ||||||||||
2014 acquisitions | 2 | 738 | 2 | 738 | ||||||
2014 acquisitions not yet stabilized (2) | 2 | 342 | 2 | 342 | ||||||
2013 acquisitions not yet included in same store (1) | 1 | 322 | ||||||||
���2013 acquisitions not yet stabilized (2) | 2 | 613 | 2 | 613 | ||||||
2013 acquisitions not managed by the Company (3) | 3 | 853 | 3 | 853 | ||||||
2013 acquisitions not consolidated | 1 | 336 | 1 | 336 | ||||||
���Lease-up properties not yet stabilized (2) | 11 | 3,191 | 10 | 3,003 | ||||||
���Other | 1 | 1 | 1 | 1 | ||||||
Total Non-Same Store | 23 | 6,396 | 21 | 5,886 | ||||||
Military Housing (not consolidated) | 2 | 5,005 | 2 | 5,005 | ||||||
Total Properties and Apartment Units | 396 | 111,087 | 396 | 111,087 | ||||||
Note: Properties are considered "stabilized" when they have achieved 90% occupancy for three consecutive months. Properties are included in Same Store when they are stabilized for all of the current and comparable periods presented. Same store includes the 18,465 stabilized
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apartment units acquired in the Archstone Acquisition that are owned and managed by the Company, with pro forma pre-ownership results for the period January 1, 2013 to February 27, 2013.
(1) | Includes one property containing 322 apartment units acquired in 2013 separately from the Archstone Acquisition. |
(2) | Includes properties in various stages of lease-up and properties where lease-up has been completed but the properties were not stabilized for the comparable periods presented. |
(3) | Includes three properties containing 853 apartments units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that are owned by the Company but the entire projects are master leased to a third party corporate housing provider and the Company earns monthly net rental income. |
(4) | Includes three properties containing 1,536 apartment units acquired on February 27, 2013 in conjunction with the Archstone Acquisition that were subsequently sold in 2013. |
The Companys acquisition, disposition and completed development activities also impacted overall results of operations for the nine months and quarters ended�September�30, 2014�and�2013. The impacts of these activities are discussed in greater detail in the following paragraphs.
Comparison of the nine months ended September�30, 2014 to the nine months ended September�30, 2013
For the nine months ended September�30, 2014, the Company reported diluted earnings per share/unit of $1.13 compared to $4.87 per share/unit in the same period of 2013. The difference is primarily due to approximately $1.9 billion in higher gains on property sales in 2013 vs. 2014, partially offset by $68.2 million of higher merger-related expenses incurred in 2013 vs. 2014 in connection with the Archstone Acquisition, $71.4 million of prepayment penalties incurred in 2013 in connection with early debt extinguishment of existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile and higher depreciation in 2013 as a direct result of in-place residential lease intangibles acquired in the Archstone Transaction.
For the nine months ended September�30, 2014, income from continuing operations increased approximately $538.9 million when compared to the nine months ended September 30, 2013. The increase in continuing operations is discussed below.
Revenues from the Nine-Month 2014 Same Store Properties increased $72.6 million primarily as a result of an increase in average rental rates charged to residents, higher occupancy and a decrease in turnover. Expenses from the Nine-Month 2014 Same Store Properties increased $10.8 million primarily due to increases in real estate taxes and utilities, partially offset by lower property management costs. The following tables provide comparative same store results and statistics for the Nine-Month 2014 Same Store Properties:
�
September YTD 2014 vs. September YTD 2013 | ||||||||||||||||||||||
Same Store Results/Statistics for 99,686 Same Store Apartment Units | ||||||||||||||||||||||
$ in thousands (except for Average Rental Rate) | ||||||||||||||||||||||
� | Results | Statistics | ||||||||||||||||||||
Description | Revenues | Expenses | NOI | Average Rental Rate (1) | Occupancy | Turnover | ||||||||||||||||
YTD 2014 | $ | 1,864,729 | $ | 634,076 | $ | 1,230,653 | $ | 2,174 | 95.7 | % | 42.8 | % | ||||||||||
YTD 2013 | $ | 1,792,122 | $ | 623,298 | $ | 1,168,824 | $ | 2,094 | 95.4 | % | 43.5 | % | ||||||||||
Change | $ | 72,607 | $ | 10,778 | $ | 61,829 | $ | 80 | 0.3 | % | (0.7 | %) | ||||||||||
Change | 4.1 | % | 1.7 | % | 5.3 | % | 3.8 | % | ||||||||||||||
Note: Same store results/statistics include the stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. | ||||||||||||||||||||||
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period. | ||||||||||||||||||||||
�����
The following table provides comparative same store operating expenses for the Nine-Month 2014 Same Store Properties:
�
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September YTD 2014 vs. September YTD 2013 | ||||||||||||||||||
Same Store Operating Expenses for 99,686 Same Store Apartment Units | ||||||||||||||||||
$ in thousands | ||||||||||||||||||
Actual YTD 2014 | Actual YTD 2013 | $ Change | % Change | %�of�Actual YTD 2014 Operating Expenses | ||||||||||||||
Real estate taxes | $ | 217,227 | $ | 205,572 | $ | 11,655 | 5.7 | % | 34.3 | % | ||||||||
On-site payroll (1) | 134,810 | 134,225 | 585 | 0.4 | % | 21.3 | % | |||||||||||
Utilities (2) | 96,469 | 91,946 | 4,523 | 4.9 | % | 15.2 | % | |||||||||||
Repairs and maintenance (3) | 77,368 | 77,320 | 48 | 0.1 | % | 12.2 | % | |||||||||||
Property management costs (4) | 55,942 | 59,140 | (3,198 | ) | (5.4 | %) | 8.8 | % | ||||||||||
Insurance | 18,532 | 18,741 | (209 | ) | (1.1 | %) | 2.9 | % | ||||||||||
Leasing and advertising | 7,862 | 9,142 | (1,280 | ) | (14.0 | %) | 1.2 | % | ||||||||||
Other on-site operating expenses (5) | 25,866 | 27,212 | (1,346 | ) | (4.9 | %) | 4.1 | % | ||||||||||
Same store operating expenses | $ | 634,076 | $ | 623,298 | $ | 10,778 | 1.7 | % | 100.0 | % | ||||||||
(1) | On-site payroll Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff. |
(2) | Utilities Represents gross expenses prior to any recoveries under the Resident Utility Billing System ( RUBS ). Recoveries are reflected in rental income. |
(3) | Repairs and maintenance Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs. |
(4) | Property management costs Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology. |
(5) | Other on-site operating expenses Includes ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees. |
The following table presents a reconciliation of operating income per the consolidated statements of operations and comprehensive income to NOI for the Nine-Month 2014�Same Store Properties:
�
� | Nine Months Ended September 30, | |||||||
� | 2014 | 2013 | ||||||
� | (Amounts in thousands) | |||||||
Operating income | $ | 670,825 | $ | 288,619 | ||||
Adjustments: | ||||||||
Archstone pre-ownership operating results | 55,694 | |||||||
Non-same store operating results | (43,937 | ) | (16,079 | ) | ||||
Fee and asset management revenue | (7,596 | ) | (7,399 | ) | ||||
Fee and asset management expense | 4,293 | 4,739 | ||||||
Depreciation | 565,772 | 796,233 | ||||||
General and administrative | 41,296 | 47,017 | ||||||
Same store NOI | $ | 1,230,653 | $ | 1,168,824 | ||||
����
For properties that the Company acquired prior to January�1, 2013 and expects to continue to own through December�31, 2014 as well as the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company, the Company anticipates the following same store results for the full year ending December�31, 2014:
�
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2014 Same Store Assumptions | |
Physical occupancy | 95.6% |
Revenue change | 4.1% |
Expense change | 2.2% |
NOI change | 5.1% |
The Company anticipates consolidated rental acquisitions of $500.0 million and consolidated rental dispositions of $500.0 million and expects that acquisitions will have a 1.00% lower cap rate than dispositions for the full year ending December�31, 2014.
These 2014 assumptions are based on current expectations and are forward-looking.
Non-same store operating results increased approximately $27.9 million and consist primarily of properties acquired in calendar years 2013 and 2014 as well as operations from the Companys completed development properties, but exclude the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. This increase primarily resulted from:
� | Development and newly stabilized development properties in lease-up of $12.5 million; |
� | Operating properties acquired in 2013 and 2014 of $8.5 million (excluding operating properties acquired in the Archstone Acquisition); |
� | Other miscellaneous properties (including three master-leased properties acquired in the Archstone Acquisition) of $2.1 million; and |
� | Operating activities from other miscellaneous operations. |
See also Note 13 in the Notes to Consolidated Financial Statements for additional discussion regarding the Companys segment disclosures.
Fee and asset management revenues, net of fee and asset management expenses, increased approximately $0.6 million or 24.2% primarily as a result of higher revenue earned on management of the Company's military housing ventures at Fort Lewis and McChord Air Force base and lower expenses, partially offset by lower fees earned on management of the Company's unconsolidated development joint ventures.
Property management expenses from continuing operations include off-site expenses associated with the self-management of the Companys properties as well as management fees paid to any third party management companies. These expenses decreased approximately $2.3 million or 3.7%. This decrease is primarily attributable to a decrease in payroll-related costs, a decrease in office rent and a decrease in legal and professional fees.
Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, decreased approximately $230.5 million or 28.9% primarily as a result of in-place residential lease intangibles which are generally amortized over a six month period and can significantly elevate depreciation expense following an acquisition, especially during 2013 as a direct result of the Archstone Acquisition, partially offset by additional depreciation expense on properties acquired in 2014, development properties placed in service and capital expenditures for all properties owned.
General and administrative expenses from continuing operations, which include corporate operating expenses, decreased approximately $5.7 million or 12.2% primarily due to a decrease in payroll-related costs, partially offset by an increase in office rent. The Company anticipates that general and administrative expenses will approximate $51.0 million for the year ending�December�31, 2014. The above assumption is based on current expectations and is forward-looking.
Interest and other income from continuing operations increased approximately $1.4 million or 81.8% primarily due to proceeds received from various insurance/litigation settlements totaling $2.8 million during the nine months ended September 30, 2014 that did not occur in 2013, partially offset by proceeds received from the sale of certain investment securities during the nine months ended September 30, 2013 that did not reoccur in 2014. The Company anticipates that interest and other income, excluding the $2.8 million in settlements discussed above, will approximate�$0.7 million�for the year ending�December�31, 2014. The above assumption is based on current expectations and is forward-looking.
Other expenses from continuing operations decreased approximately $20.6 million or 74.2% primarily due to the closing of the Archstone Acquisition during the nine months ended September 30, 2013 and the significant decline in transaction activity during the nine months ended September 30, 2014.
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Interest expense from continuing operations, including amortization of deferred financing costs, decreased approximately $97.3 million or 21.5% primarily as a result of $78.8 million of debt extinguishment costs incurred on early debt prepayments and write-offs of unamortized deferred financing costs in 2013 on existing mortgage notes payable to manage the Company's post Archstone 2017 maturities profile and higher capitalized interest in 2014. During the nine months ended September�30, 2014, the Company capitalized interest costs of approximately $38.1 million as compared to $32.9 million for the nine months ended September 30, 2013. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the nine months ended September�30, 2014 was 4.76% as compared to 4.91% (excluding prepayment penalties) for the nine months ended September 30, 2013. The Company anticipates that interest expense from continuing operations will approximate $460 million for the year ending�December�31, 2014. The above assumption is based on current expectations and is forward-looking.
Income and other tax expense from continuing operations decreased approximately $0.2 million or 13.5% primarily due to decreases and timing of all other taxes, partially offset by an increase in estimated taxes related to properties that may be sold by the Company's TRS. The Company anticipates that income and other tax expense will approximate $2.0 million for the year ending December�31, 2014. The above assumption is based on current expectations and is forward-looking.
Loss from investments in unconsolidated entities decreased by $47.5 million or 82.3% primarily due to indirect costs incurred in 2013 from the Archstone Acquisition through the Company's joint ventures with AVB such as severance and retention bonuses that have significantly decreased in 2014.
Net gain on sales of land parcels decreased approximately $10.3 million or 84.8% due to the gain on sale of six land parcels during the nine months ended September 30, 2013 as compared to two land sales during the nine months ended September 30, 2014.
Discontinued operations, net decreased approximately $2.0 billion or 99.9% between the periods under comparison. This decrease is primarily due to substantially higher sales volume during the nine months ended September 30, 2013 compared to the same period in 2014. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.
Net gain on sales of real estate properties increased $128.5 million as a result of the sale of four consolidated apartment properties during the nine months ended September 30, 2014 that did not meet the new criteria for reporting discontinued operations. See Notes 2 and 11 in the Notes to Consolidated Financial Statements for further discussion.
Comparison of the quarter ended September�30, 2014 to the quarter ended September�30, 2013
For the quarter ended September�30, 2014, the Company reported diluted earnings per share/unit of $0.61 compared to $1.05 per share/unit in the same period of 2013. The difference is primarily due to approximately $288.1 million in higher gains on property sales in 2013 vs. 2014, partially offset by higher depreciation in 2013 as a direct result of in-place residential lease intangibles acquired in the Archstone Transaction.
For the quarter ended September�30, 2014, income from continuing operations increased approximately $131.1 million when compared to the quarter ended September 30, 2013. The increase in continuing operations is discussed below.
Revenues from the Third Quarter 2014 Same Store Properties increased $25.2 million primarily as a result of an increase in average rental rates charged to residents and higher occupancy, partially offset by an increase in turnover. Expenses from the Third Quarter 2014 Same Store Properties increased $1.3 million primarily due to an increase in real estate taxes, partially offset by lower property management costs. The following tables provide comparative same store results and statistics for the Third Quarter 2014 Same Store Properties:
�
55
Third Quarter 2014 vs. Third Quarter 2013 | ||||||||||||||||||||||
Same Store Results/Statistics for 100,196 Same Store Apartment Units | ||||||||||||||||||||||
$ in thousands (except for Average Rental Rate) | ||||||||||||||||||||||
� | Results | Statistics | ||||||||||||||||||||
Description | Revenues | Expenses | NOI | Average Rental Rate (1) | Occupancy | Turnover | ||||||||||||||||
Q3 2014 | $ | 635,853 | $ | 211,344 | $ | 424,509 | $ | 2,203 | 96.1 | % | 17.3 | % | ||||||||||
Q3 2013 | $ | 610,610 | $ | 210,081 | $ | 400,529 | $ | 2,123 | 95.7 | % | 17.0 | % | ||||||||||
Change | $ | 25,243 | $ | 1,263 | $ | 23,980 | $ | 80 | 0.4 | % | 0.3 | % | ||||||||||
Change | 4.1 | % | 0.6 | % | 6.0 | % | 3.8 | % | ||||||||||||||
Note: Same store results/statistics include the stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. | ||||||||||||||||||||||
(1) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period. | ||||||||||||||||||||||
�����
The following table provides comparative same store operating expenses for the Third Quarter 2014 Same Store Properties:
�
Third Quarter 2014 vs. Third Quarter 2013 | ||||||||||||||||||
Same Store Operating Expenses for 100,196 Same Store Apartment Units | ||||||||||||||||||
$ in thousands | ||||||||||||||||||
Actual Q3 2014 | Actual Q3 2013 | $ Change | % Change | %�of�Actual Q3 2014 Operating Expenses | ||||||||||||||
Real estate taxes | $ | 72,075 | $ | 68,851 | $ | 3,224 | 4.7 | % | 34.1 | % | ||||||||
On-site payroll (1) | 46,022 | 44,860 | 1,162 | 2.6 | % | 21.8 | % | |||||||||||
Utilities (2) | 30,377 | 30,778 | (401 | ) | (1.3 | %) | 14.4 | % | ||||||||||
Repairs and maintenance (3) | 27,075 | 27,393 | (318 | ) | (1.2 | %) | 12.8 | % | ||||||||||
Property management costs (4) | 18,440 | 20,150 | (1,710 | ) | (8.5 | %) | 8.7 | % | ||||||||||
Insurance | 6,199 | 6,271 | (72 | ) | (1.1 | %) | 2.9 | % | ||||||||||
Leasing and advertising | 2,861 | 3,070 | (209 | ) | (6.8 | %) | 1.4 | % | ||||||||||
Other on-site operating expenses (5) | 8,295 | 8,708 | (413 | ) | (4.7 | %) | 3.9 | % | ||||||||||
Same store operating expenses | $ | 211,344 | $ | 210,081 | $ | 1,263 | 0.6 | % | 100.0 | % | ||||||||
(1) | On-site payroll Includes payroll and related expenses for on-site personnel including property managers, leasing consultants and maintenance staff. |
(2) | Utilities Represents gross expenses prior to any recoveries under the Resident Utility Billing System ( RUBS ). Recoveries are reflected in rental income. |
(3) | Repairs and maintenance Includes general maintenance costs, apartment unit turnover costs including interior painting, routine landscaping, security, exterminating, fire protection, snow removal, elevator, roof and parking lot repairs and other miscellaneous building repair costs. |
(4) | Property management costs Includes payroll and related expenses for departments, or portions of departments, that directly support on-site management. These include such departments as regional and corporate property management, property accounting, human resources, training, marketing and revenue management, procurement, real estate tax, property legal services and information technology. |
(5) | Other on-site operating expenses Includes ground lease costs and administrative costs such as office supplies, telephone and data charges and association and business licensing fees. |
The following table presents a reconciliation of operating income per the consolidated statements of operations and comprehensive income to NOI for the Third Quarter 2014�Same Store Properties:
�
56
� | Quarter Ended September 30, | |||||||
� | 2014 | 2013 | ||||||
� | (Amounts in thousands) | |||||||
Operating income | $ | 243,269 | $ | 120,396 | ||||
Adjustments: | ||||||||
Non-same store operating results | (18,373 | ) | (9,961 | ) | ||||
Fee and asset management revenue | (2,077 | ) | (2,566 | ) | ||||
Fee and asset management expense | 1,253 | 1,516 | ||||||
Depreciation | 190,469 | 276,707 | ||||||
General and administrative | 9,968 | 14,437 | ||||||
Same store NOI | $ | 424,509 | $ | 400,529 | ||||
����
Non-same store operating results increased approximately $8.4 million and consist primarily of properties acquired in calendar years 2013 and 2014 as well as operations from the Companys completed development properties, but exclude the 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. This increase primarily resulted from:
� | Development and newly stabilized development properties in lease-up of $6.2 million; |
� | Operating properties acquired in 2013 and 2014 of $3.5 million (excluding operating properties acquired in the Archstone Acquisition); |
� | Partially offset by a decrease in other miscellaneous properties (including three master-leased properties acquired in the Archstone Acquisition) of $0.1 million and a decrease in operating activities from other miscellaneous operations. |
See also Note 13 in the Notes to Consolidated Financial Statements for additional discussion regarding the Companys segment disclosures.
Fee and asset management revenues, net of fee and asset management expenses, decreased approximately $0.2 million or 21.5% primarily as a result of lower fees earned on management of the Company's unconsolidated development joint ventures, partially offset by lower expenses.
Property management expenses from continuing operations include off-site expenses associated with the self-management of the Companys properties as well as management fees paid to any third party management companies. These expenses decreased approximately $0.5 million or 2.5%. This decrease is primarily attributable to a decrease in payroll-related costs, a decrease in office rent and a decrease in legal and professional fees.
Depreciation expense from continuing operations, which includes depreciation on non-real estate assets, decreased approximately $86.2 million or 31.2% primarily as a result of in-place residential lease intangibles which are generally amortized over a six month period and can significantly elevate depreciation expense following an acquisition, especially during 2013 as a direct result of the Archstone Acquisition, partially offset by additional depreciation expense on properties acquired in 2014, development properties placed in service and capital expenditures for all properties owned.
General and administrative expenses from continuing operations, which include corporate operating expenses, decreased approximately $4.5 million or 31.0% primarily due to a decrease in payroll-related costs.
Interest and other income from continuing operations decreased approximately $0.4 million or 43.3% primarily due to proceeds received from the sale of certain investment securities during the quarter ended September 30, 2013 that did not reoccur in 2014, partially offset by proceeds received from a litigation settlement during the quarter ended September 30, 2014 that did not occur in 2013.
Other expenses from continuing operations increased approximately $0.6 million or 13.8% primarily due to an increase in litigation settlement costs.
Interest expense from continuing operations, including amortization of deferred financing costs, decreased approximately $3.5 million or 2.8% primarily as a result of the repayment of $500.0 million of 5.250% unsecured notes in September 2014, the repayment of the Company's $750.0 million unsecured term loan facility in June 2014, the repayment of $963.5 million of 5.883% mortgage debt (which was assumed as part of the Archstone Transaction) in October 2013 and the partial paydown of $825.0
57
million of 6.256% mortgage debt (which was assumed as part of the Archstone Transaction) in October 2013, partially offset by interest expense on $1.2 billion of unsecured notes that closed in June 2014 and an $800.0 million loan pool that closed in October 2013. During the quarter ended September�30, 2014, the Company capitalized interest costs of approximately $13.1 million as compared to $12.9 million for the quarter ended September 30, 2013. This capitalization of interest primarily relates to consolidated projects under development. The effective interest cost on all indebtedness for the quarter ended September�30, 2014 was 4.84% as compared to 4.69% for the quarter ended September 30, 2013.
Income and other tax expense from continuing operations decreased approximately $0.2 million or 47.2% primarily due to decreases and timing of all other taxes, partially offset by an increase in estimated taxes related to properties that may be sold by the Company's TRS.
Loss from investments in unconsolidated entities decreased by $2.0 million or 63.4% primarily due to indirect costs incurred in 2013 from the Archstone Acquisition through the Company's joint ventures with AVB such as severance and retention bonuses that have significantly decreased in 2014.
Net gain on sales of land parcels increased approximately $3.5 million due to the gain on sale of one land parcel during the quarter ended September 30, 2014 as compared to the loss on sale of one land parcel during the quarter ended September 30, 2013.
Discontinued operations, net decreased approximately $405.2 million between the periods under comparison. This decrease is primarily due to substantially higher sales volume during the quarter ended September 30, 2013 compared to the same period in 2014. See Note 11 in the Notes to Consolidated Financial Statements for further discussion.
Net gain on sales of real estate properties increased $113.6 million as a result of the sale of three consolidated apartment properties during the quarter ended September 30, 2014 that did not meet the new criteria for reporting discontinued operations. See Notes 2 and 11 in the Notes to Consolidated Financial Statements for further discussion.
Liquidity and Capital Resources
EQR issues public equity from time to time and guarantees certain debt of ERPOP. EQR does not have any indebtedness as all debt is incurred by the Operating Partnership.
As of January�1, 2014, the Company had approximately $53.5 million of cash and cash equivalents and it had $2.35 billion available under its revolving credit facility (net of $34.9 million which was restricted/dedicated to support letters of credit and net of $115.0 million outstanding). After taking into effect the various transactions discussed in the following paragraphs and the net cash provided by operating activities, the Companys cash and cash equivalents balance at September�30, 2014 was approximately $31.5 million and the amount available on its revolving credit facility was $2.01 billion (net of $44.0 million which was restricted/dedicated to support letters of credit and net of $446.0 million outstanding).
During the nine months ended September�30, 2014, the Company generated proceeds from various transactions, which included the following:
� | Disposed of four consolidated properties and two land parcels, receiving net proceeds of approximately $224.5 million; |
� | Issued�$450.0 million�of five-year�2.375%�fixed rate public notes, receiving net proceeds of�$449.6 million�before underwriting fees and other expenses, at an all-in effective interest rate of�2.52%; |
� | Issued�$750.0 million�of thirty-year 4.50%�fixed rate public notes, receiving net proceeds of�$744.7 million�before underwriting fees, hedge termination costs and other expenses, at an all-in effective interest rate of�4.57%; |
� | Received approximately $77.0 million representing the Company's pro rata share of the proceeds/distributions that have been repatriated to the Residual JV as a result of the disposition of the German portfolio fund, the German management company and the remaining wholly-owned German real estate assets that were acquired by the Residual JV as part of the Archstone Acquisition (see Note 6); and |
� | Issued approximately 1.5 million Common Shares related to share option exercises and ESPP purchases and received net proceeds of $59.3 million, which were contributed to the capital of the Operating Partnership in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). |
During the nine months ended September�30, 2014, the above proceeds along with net cash flow from operations and availability on the Company's revolving line of credit were primarily utilized to:
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� | Acquire four rental properties, two land parcels and additional development rights at one of its existing land sites for approximately $404.7 million; |
� | Invest $380.7 million primarily in development projects; |
� | Repay $72.7 million of mortgage loans; |
� | Repay its $750.0 million unsecured term loan facility in conjunction with the note issuances discussed above; |
� | Repay $500.0 million of 5.250% unsecured notes at maturity; and |
� | Repurchase 31,240 Common Shares, utilizing cash of $1.8 million (See Note 3). |
On February 27, 2013, the Company issued 34,468,085 Common Shares to an affiliate of Lehman Brothers Holdings Inc. as partial consideration for the portion of the Archstone Portfolio acquired by the Company. The shares had a total value of�$1.9 billion�based on the February 27, 2013 closing price of EQR Common Shares of�$55.99�per share. Concurrent with this transaction, ERPOP issued 34,468,085 OP Units to EQR. On March 7, 2013, EQR filed a shelf registration statement relating to the resale of these shares by the selling shareholders. Lehman has since sold all of these Common Shares.
In September 2009, EQR announced the establishment of an At-The-Market ( ATM ) share offering program which would allow EQR to sell Common Shares from time to time into the existing trading market at current market prices as well as through negotiated transactions. Per the terms of ERPOPs partnership agreement, EQR contributes the net proceeds from all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis). EQR may, but shall have no obligation to, sell Common Shares through the ATM share offering program in amounts and at times to be determined by EQR. Actual sales will depend on a variety of factors to be determined by EQR from time to time, including (among others) market conditions, the trading price of EQRs Common Shares and determinations of the appropriate sources of funding for EQR. On July 30, 2013, the Board of Trustees approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016.�EQR has not issued any shares under this program since September�14, 2012. Through October�31, 2014, EQR has cumulatively issued approximately 16.7 million Common Shares at an average price of $48.53 per share for total consideration of approximately $809.9 million.
Depending on its analysis of market prices, economic conditions and other opportunities for the investment of available capital, EQR may repurchase its Common Shares pursuant to its existing share repurchase program authorized by the Board of Trustees. Effective July 30, 2013, the Board of Trustees approved an increase and modification to the Company's share repurchase program to allow for the potential repurchase of up to 13.0 million shares. EQR repurchased approximately $1.8�million (31,240�shares at a price of $56.87 per share) of its Common Shares (all related to the vesting of employees' restricted shares) during the nine months ended September�30, 2014. No open market repurchases have occurred since 2008. As of October�31, 2014, EQR has remaining authorization to repurchase an additional 12,968,760 of its shares. See Note�3 in the Notes to Consolidated Financial Statements for further discussion.
Depending on its analysis of prevailing market conditions, liquidity requirements, contractual restrictions and other factors, the Company may from time to time seek to repurchase and retire its outstanding debt in open market or privately negotiated transactions.
The Companys total debt summary and debt maturity schedules as of September�30, 2014 are as follows:
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Debt Summary as of September�30, 2014 | |||||||||||||
(Amounts in thousands) | |||||||||||||
Amounts (1) | %�of�Total | Weighted Average Rates (1) | Weighted Average Maturities (years) | ||||||||||
Secured | $ | 5,090,960 | 46.5 | % | 4.24 | % | 7.8 | ||||||
Unsecured | 5,866,646 | 53.5 | % | 4.81 | % | 7.9 | |||||||
Total | $ | 10,957,606 | 100.0 | % | 4.55 | % | 7.8 | ||||||
Fixed Rate Debt: | |||||||||||||
Secured Conventional | $ | 4,356,597 | 39.8 | % | 4.86 | % | 6.2 | ||||||
Unsecured Public | 4,973,559 | 45.3 | % | 5.47 | % | 8.6 | |||||||
Fixed Rate Debt | 9,330,156 | 85.1 | % | 5.18 | % | 7.5 | |||||||
Floating Rate Debt: | |||||||||||||
Secured Conventional | 7,985 | 0.1 | % | 2.19 | % | 19.3 | |||||||
Secured Tax Exempt | 726,378 | 6.6 | % | 0.66 | % | 16.5 | |||||||
Unsecured Public (2) | 447,087 | 4.1 | % | 1.22 | % | 4.8 | |||||||
Unsecured Revolving Credit Facility | 446,000 | 4.1 | % | 0.99 | % | 3.5 | |||||||
Floating Rate Debt | 1,627,450 | 14.9 | % | 0.97 | % | 9.7 | |||||||
Total | $ | 10,957,606 | 100.0 | % | 4.55 | % | 7.8 | ||||||
(1) | Net of the effect of any derivative instruments. Weighted average rates are for the nine months ended September�30, 2014. |
(2) | Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%. |
Note: The Company capitalized interest of approximately $38.1 million and $32.9 million during the nine months ended September 30, 2014 and 2013, respectively. The Company capitalized interest of approximately $13.1 million and $12.9 million during the quarters ended September 30, 2014 and 2013, respectively.
Debt Maturity Schedule as of September 30, 2014 | |||||||||||||||||||||
(Amounts in thousands) | |||||||||||||||||||||
Year | Fixed Rate (1) | Floating Rate (1) | Total | %�of�Total | Weighted�Average Rates on Fixed Rate Debt (1) | Weighted�Average Rates on Total Debt (1) | |||||||||||||||
2014 | $ | 2,956 | $ | $ | 2,956 | 0.0 | % | 5.39 | % | 5.39 | % | ||||||||||
2015 | 408,712 | 408,712 | 3.7 | % | 6.32 | % | 6.32 | % | |||||||||||||
2016 | 1,193,107 | 1,193,107 | 10.9 | % | 5.34 | % | 5.34 | % | |||||||||||||
2017 | 1,346,581 | 456 | 1,347,037 | 12.3 | % | 6.16 | % | 6.16 | % | ||||||||||||
2018 | 84,197 | 543,659 | (2) | 627,856 | 5.7 | % | 5.61 | % | 1.59 | % | |||||||||||
2019 | 806,471 | 468,281 | 1,274,752 | 11.7 | % | 5.48 | % | 3.76 | % | ||||||||||||
2020 | 1,678,413 | 809 | 1,679,222 | 15.3 | % | 5.49 | % | 5.49 | % | ||||||||||||
2021 | 1,195,041 | 856 | 1,195,897 | 10.9 | % | 4.63 | % | 4.64 | % | ||||||||||||
2022 | 228,716 | 905 | 229,621 | 2.1 | % | 3.17 | % | 3.18 | % | ||||||||||||
2023 | 1,302,847 | 956 | 1,303,803 | 11.9 | % | 3.75 | % | 3.75 | % | ||||||||||||
2024+ | 1,046,561 | 674,988 | 1,721,549 | 15.7 | % | 4.99 | % | 3.22 | % | ||||||||||||
Premium/(Discount) | 36,554 | (63,460 | ) | (26,906 | ) | (0.2 | %) | N/A | N/A | ||||||||||||
Total | $ | 9,330,156 | $ | 1,627,450 | $ | 10,957,606 | 100.0 | % | 5.14 | % | 4.46 | % | |||||||||
(1) | Net of the effect of any derivative instruments. Weighted average rates are as of September�30, 2014. |
(2) | Includes $446.0 million outstanding on the Company's unsecured revolving credit facility. As of September 30, 2014, there was approximately $2.01 billion available on this facility. |
The following table provides a summary of the Companys unsecured debt as of September�30, 2014:
�
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Unsecured Debt Summary as of September�30, 2014 | ||||||||||||||||||
(Amounts in thousands) | ||||||||||||||||||
Coupon Rate | Due Date | Face Amount | Unamortized Premium/ (Discount) | Net Balance | ||||||||||||||
Fixed Rate Notes: | ||||||||||||||||||
6.584% | 04/13/15 | �� | $ | 300,000 | $ | (55 | ) | $ | 299,945 | |||||||||
5.125% | 03/15/16 | �� | 500,000 | (76 | ) | 499,924 | ||||||||||||
5.375% | 08/01/16 | �� | 400,000 | (340 | ) | 399,660 | ||||||||||||
5.750% | 06/15/17 | �� | 650,000 | (1,399 | ) | 648,601 | ||||||||||||
7.125% | 10/15/17 | �� | 150,000 | (197 | ) | 149,803 | ||||||||||||
2.375% | 07/01/19 | (1) | 450,000 | (428 | ) | 449,572 | ||||||||||||
Fair Value Derivative Adjustments | (1) | (450,000 | ) | 428 | (449,572 | ) | ||||||||||||
4.750% | 07/15/20 | �� | 600,000 | (2,632 | ) | 597,368 | ||||||||||||
4.625% | 12/15/21 | 1,000,000 | (2,731 | ) | 997,269 | |||||||||||||
3.000% | 04/15/23 | 500,000 | (3,782 | ) | 496,218 | |||||||||||||
7.570% | 08/15/26 | �� | 140,000 | 140,000 | ||||||||||||||
4.500% | 07/01/44 | 750,000 | (5,229 | ) | 744,771 | |||||||||||||
4,990,000 | (16,441 | ) | 4,973,559 | |||||||||||||||
Floating Rate Notes: | ||||||||||||||||||
07/01/19 | (1) | 450,000 | (428 | ) | 449,572 | |||||||||||||
Fair Value Derivative Adjustments | 07/01/19 | (1) | (2,485 | ) | (2,485 | ) | ||||||||||||
447,515 | (428 | ) | 447,087 | |||||||||||||||
Revolving Credit Facility: | LIBOR+1.05% | 04/01/18 | (2)(3) | 446,000 | 446,000 | |||||||||||||
Total Unsecured Debt | $ | 5,883,515 | $ | (16,869 | ) | $ | 5,866,646 | |||||||||||
(1) | Fair value interest rate swaps convert the $450.0 million 2.375% notes due July 1, 2019 to a floating interest rate of 90-Day LIBOR plus 0.61%. |
(2) | Facility is private. All other unsecured debt is public. |
(3) | Represents the Company's $2.5 billion unsecured revolving credit facility maturing April 1, 2018. The interest rate on advances under the credit facility will generally be LIBOR plus a spread (currently 1.05%) and an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Company's long-term debt. As of September 30, 2014, there was approximately $2.01 billion available on this facility. |
An unspecified amount of equity and debt securities remains available for issuance by EQR and ERPOP under a universal shelf registration statement that automatically became effective upon filing with the SEC on July 30, 2013 and expires on July�30, 2016. In July 2013, the Board of Trustees also approved an increase to the amount of shares which may be offered under the ATM program to 13.0 million Common Shares and extended the program maturity to July 2016. Per the terms of ERPOPs partnership agreement, EQR contributes the net proceeds of all equity offerings to the capital of ERPOP in exchange for additional OP Units (on a one-for-one Common Share per OP Unit basis) or preference units (on a one-for-one preferred share per preference unit basis).
The Companys Consolidated Debt-to-Total Market Capitalization Ratio as of September�30, 2014 is presented in the following table. The Company calculates the equity component of its market capitalization as the sum of (i)�the total outstanding Common Shares and assumed conversion of all Units at the equivalent market value of the closing price of the Companys Common Shares on the New York Stock Exchange and (ii)�the liquidation value of all perpetual preferred shares outstanding.
�
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Equity Residential� | |||||||||||||||||
Capital Structure as of September 30, 2014 | |||||||||||||||||
(Amounts in thousands except for share/unit and per share amounts) | |||||||||||||||||
Secured Debt | $ | 5,090,960 | 46.5 | % | |||||||||||||
Unsecured Debt | 5,866,646 | 53.5 | % | ||||||||||||||
Total Debt | 10,957,606 | 100.0 | % | 32.0 | % | ||||||||||||
Common Shares (includes Restricted Shares) | 362,208,087 | 96.2 | % | ||||||||||||||
Units (includes OP Units and LTIP Units) | 14,325,066 | 3.8 | % | ||||||||||||||
Total Shares and Units | 376,533,153 | 100.0 | % | ||||||||||||||
Common Share Price at September 30, 2014 | $ | 61.58 | |||||||||||||||
23,186,912 | 99.8 | % | |||||||||||||||
Perpetual Preferred Equity (see below) | 50,000 | 0.2 | % | ||||||||||||||
Total Equity | 23,236,912 | 100.0 | % | 68.0 | % | ||||||||||||
Total Market Capitalization | $ | 34,194,518 | 100.0 | % | |||||||||||||
Equity Residential | |||||||||||||||||
Perpetual Preferred Equity as of September 30, 2014 | |||||||||||||||||
(Amounts in thousands except for share and per share amounts) | |||||||||||||||||
Series | Redemption Date | Outstanding Shares | Liquidation Value | Annual Dividend Per�Share | Annual Dividend Amount | ||||||||||||
Preferred Shares: | |||||||||||||||||
8.29% Series K | 12/10/26 | 1,000,000 | $ | 50,000 | $ | 4.145 | $ | 4,145 | |||||||||
Total Perpetual Preferred Equity | 1,000,000 | $ | 50,000 | $ | 4,145 | ||||||||||||
The Operating Partnerships Consolidated Debt-to-Total Market Capitalization Ratio as of September�30, 2014 is presented in the following table. The Operating Partnership calculates the equity component of its market capitalization as the sum of (i)�the total outstanding Units at the equivalent market value of the closing price of the Companys Common Shares on the New York Stock Exchange and (ii)�the liquidation value of all perpetual preference units outstanding.
�
ERP Operating Limited Partnership� | ||||||||||||||
Capital Structure as of September 30, 2014 | ||||||||||||||
(Amounts in thousands except for unit and per unit amounts) | ||||||||||||||
Secured Debt | $ | 5,090,960 | 46.5 | % | ||||||||||
Unsecured Debt | 5,866,646 | 53.5 | % | |||||||||||
Total Debt | 10,957,606 | 100.0 | % | 32.0 | % | |||||||||
Total outstanding Units | 376,533,153 | |||||||||||||
Common Share Price at September 30, 2014 | $ | 61.58 | ||||||||||||
23,186,912 | 99.8 | % | ||||||||||||
Perpetual Preference Units (see below) | 50,000 | 0.2 | % | |||||||||||
Total Equity | 23,236,912 | 100.0 | % | 68.0 | % | |||||||||
Total Market Capitalization | $ | 34,194,518 | 100.0 | % | ||||||||||
�
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ERP Operating Limited Partnership | |||||||||||||||||
Perpetual Preference Units as of September 30, 2014 | |||||||||||||||||
(Amounts in thousands except for unit and per unit amounts) | |||||||||||||||||
Series | Redemption Date | Outstanding Units | Liquidation Value | Annual Dividend Per Unit | Annual Dividend Amount | ||||||||||||
Preference Units: | |||||||||||||||||
8.29% Series K | 12/10/26 | 1,000,000 | $ | 50,000 | $ | 4.145 | $ | 4,145 | |||||||||
Total Perpetual Preference Units | 1,000,000 | $ | 50,000 | $ | 4,145 | ||||||||||||
The Company generally expects to meet its short-term liquidity requirements, including capital expenditures related to maintaining its existing properties and scheduled unsecured note and mortgage note repayments, through its working capital, net cash provided by operating activities and borrowings under the Companys revolving credit facility. Under normal operating conditions, the Company considers its cash provided by operating activities to be adequate to meet operating requirements and payments of distributions.
The Company has a flexible dividend policy which it believes will generate payouts closely aligned with the actual annual operating results of the Companys core business and provide transparency to investors. Beginning in 2014, the Company's annual dividend will be paid based on 65% of the midpoint of the range of Normalized FFO guidance customarily provided as part of the Company's fourth quarter earnings release. The Company expects the annual dividend payout will be $2.00 per share and the Company intends to pay four quarterly dividends of $0.50 per share in 2014. All future dividends remain subject to the discretion of the Board of Trustees. The above assumption is based on current expectations and is forward-looking. While our current dividend policy makes it less likely we will over distribute, it will also lead to a dividend reduction more quickly should operating results deteriorate. However, whether due to changes in the dividend policy or otherwise, there may be times when the Company experiences shortfalls in its coverage of distributions, which may cause the Company to consider reducing its distributions and/or using the proceeds from property dispositions or additional financing transactions to make up the difference. Should these shortfalls occur for lengthy periods of time or be material in nature, the Company's financial condition may be adversely affected and it may not be able to maintain its current distribution levels. The Company believes that its expected 2014 operating cash flow will be sufficient to cover capital expenditures and distributions.
The Company also expects to meet its long-term liquidity requirements, such as lump sum unsecured note and mortgage debt maturities, property acquisitions, financing of construction and development activities through the issuance of secured and unsecured debt and equity securities, including additional OP Units, proceeds received from the disposition of certain properties and joint ventures and cash generated from operations after all distributions. In addition, the Company has significant unencumbered properties available to secure additional mortgage borrowings in the event that the public capital markets are unavailable or the cost of alternative sources of capital is too high. The fair value of and cash flow from these unencumbered properties are in excess of the requirements the Company must maintain in order to comply with covenants under its unsecured notes and line of credit. Of the $27.6 billion in investment in real estate on the Companys balance sheet at September�30, 2014, $19.1 billion or 69.1% was unencumbered. However, there can be no assurances that these sources of capital will be available to the Company in the future on acceptable terms or otherwise.
ERPOPs credit ratings from Standard�& Poors ( S&P ), Moodys and Fitch for its outstanding senior debt are BBB+ (positive outlook), Baa1 and BBB+, respectively. EQRs equity ratings from S&P, Moodys and Fitch for its outstanding preferred equity are BBB+ (positive outlook), Baa2 and BBB-, respectively.
On January 11, 2013, the Company replaced its existing $1.75 billion facility with a�$2.5 billion�unsecured revolving credit facility maturing�April�1, 2018. The Company has the ability to increase available borrowings by an additional $500.0 million by adding additional banks to the facility or obtaining the agreement of existing banks to increase their commitments. The interest rate on advances under the facility will generally be LIBOR plus a spread (currently�1.05%) and the Company pays an annual facility fee (currently 15 basis points). Both the spread and the facility fee are dependent on the credit rating of the Companys long-term debt. As of�October�31, 2014, there was available borrowings of $1.99 billion (net of $44.0 million which was restricted/dedicated to support letters of credit and net of $465.0 million outstanding) on the revolving credit facility. This facility may, among other potential uses, be used to fund property acquisitions, costs for certain properties under development and short-term liquidity requirements.
See Note 14 in the Notes to Consolidated Financial Statements for discussion of the events which occurred subsequent to September�30, 2014.
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Capitalization of Fixed Assets and Improvements to Real Estate
Our policy with respect to capital expenditures is generally to capitalize expenditures that improve the value of the property or extend the useful life of the component asset of the property. We track improvements to real estate in two major categories and several subcategories:
� | Replacements (inside the apartment unit). These include: |
� | flooring such as carpets, hardwood, vinyl or tile; |
� | appliances; |
� | mechanical equipment such as individual furnace/air units, hot water heaters, etc; |
� | furniture and fixtures such as kitchen/bath cabinets, light fixtures, ceiling fans, sinks, tubs, toilets, mirrors, countertops, etc; and |
� | blinds. |
All replacements are depreciated over a five to ten-year estimated useful life. We expense as incurred all make-ready maintenance and turnover costs such as cleaning, interior painting of individual apartment units and the repair of any replacement item noted above.
� | Building improvements (outside the apartment unit). These include: |
� | roof replacement and major repairs; |
� | paving or major resurfacing of parking lots, curbs and sidewalks; |
� | amenities and common areas such as pools, exterior sports and playground equipment, lobbies, clubhouses, laundry rooms, alarm and security systems and offices; |
� | major building mechanical equipment systems; |
� | interior and exterior structural repair and exterior painting and siding; |
� | major landscaping and grounds improvement; and |
� | vehicles and office and maintenance equipment. |
All building improvements are depreciated over a five to fifteen-year estimated useful life. We capitalize building improvements and upgrades only if the item: (i)�exceeds $2,500 (selected projects must exceed $10,000); (ii)�extends the useful life of the asset; and (iii)�improves the value of the asset.
For the nine months ended September�30, 2014, our actual improvements to real estate totaled approximately $133.2 million. This includes the following (amounts in thousands except for apartment unit and per apartment unit amounts):
Capital Expenditures to Real Estate | |||||||||||||||||||||||||||
For the Nine Months Ended September 30, 2014 | |||||||||||||||||||||||||||
Total Apartment Units (1) | Replacements�(2) | Avg. Per Apartment Unit | Building Improvements | Avg. Per Apartment Unit | Total | Avg. Per Apartment Unit | |||||||||||||||||||||
Same Store Properties (3) | 99,686 | $ | 63,691 | $ | 639 | $ | 65,546 | $ | 658 | $ | 129,237 | $ | 1,297 | ||||||||||||||
Non-Same Store Properties (4) | 4,727 | 182 | 50 | 3,165 | 875 | 3,347 | 925 | ||||||||||||||||||||
Other (5) | 408 | 189 | 597 | ||||||||||||||||||||||||
Total | 104,413 | $ | 64,281 | $ | 68,900 | $ | 133,181 | ||||||||||||||||||||
�
(1) | Total Apartment Units� Excludes 1,669 unconsolidated apartment units and 5,005 military housing apartment units for which repairs and maintenance expenses and capital expenditures to real estate are self-funded and do not consolidate into the Company's results. |
(2) | Replacements� Includes new expenditures inside the apartment units such as appliances, mechanical equipment, fixtures and flooring, including carpeting. Replacements for same store properties also include $37.5 million spent during the nine months ended September 30, 2014 on apartment unit renovations/rehabs (primarily kitchens and baths) on 4,416 same store apartment units (equating to about $8,500 per apartment unit rehabbed) designed to reposition these assets for higher rental levels in their respective markets. |
(3) | Same Store Properties� Primarily includes all properties acquired or completed and stabilized prior to January 1, 2013, less properties subsequently sold. Also includes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. |
(4) | Non-Same Store Properties Primarily includes all properties acquired during 2013 and 2014, plus any properties in lease-up and not stabilized as of January 1, 2013, but excludes 18,465 stabilized apartment units acquired in the Archstone Acquisition that are owned and managed by the Company. Per apartment unit amounts are based on a weighted average of 3,618 apartment units. |
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(5) | Other� Primarily includes expenditures for properties sold. |
For 2014, the Company estimates that it will spend approximately $1,700 per apartment unit of capital expenditures, inclusive of apartment unit renovation/rehab costs, or $1,200 per apartment unit excluding apartment unit renovation/rehab costs. In 2014, the Company expects to spend approximately $50.0 million for all unit renovation/rehab costs (primarily on same store properties) at a weighted average cost of $8,500 per apartment unit rehabbed. These anticipated amounts represent an increase in the cost per unit over 2013, which is primarily driven by increases in building improvement costs (i.e. roofs, mechanical systems and siding) for the Archstone assets as well as certain large building improvement projects the Company had planned to complete in 2013 but will not finalize until 2014. The Company is also accelerating its rehab/renovation efforts in 2014 with plans to continue to create value from our properties by doing those rehabs that meet our investment parameters. The above assumptions are based on current expectations and are forward-looking.
During the nine months ended September�30, 2014, the Companys total non-real estate capital additions, such as computer software, computer equipment, and furniture and fixtures and leasehold improvements to the Companys property management offices and its corporate offices, were approximately $2.5 million. The Company expects to fund approximately $0.2 million in total additions to non-real estate property for the remainder of 2014. The above assumption is based on current expectations and is forward-looking.
Improvements to real estate and additions to non-real estate property are generally funded from net cash provided by operating activities and from investment cash flow.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on debt instruments. The Company may also use derivatives to manage its exposure to foreign exchange rates or manage commodity prices in the daily operations of the business.
The Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to hedge, the Company has not sustained a material loss from these instruments nor does it anticipate any material adverse effect on its net income or financial position in the future from the use of derivatives it currently has in place.
See Note 9 in the Notes to Consolidated Financial Statements for additional discussion of derivative instruments at September�30, 2014.
Other
Total distributions paid in October 2014 amounted to $188.3 million (excluding distributions on Partially Owned Properties), which included certain distributions declared during the third quarter ended September�30, 2014.
Off-Balance Sheet Arrangements and Contractual Obligations
Archstone Acquisition��
����
On February 27, 2013, in conjunction with the Archstone Acquisition, the Company acquired unconsolidated interests in several joint ventures. The Company does not believe that these investments have a materially different impact upon its liquidity, cash flows, capital resources, credit or market risk than its other consolidated operating and/or development activities. Details of these interests follow by project:
San Norterra This venture developed certain land parcels into a 388 unit apartment building located in Phoenix, Arizona. The Company has an 85% equity interest with an initial basis of $16.9 million. Total project costs were approximately $52.8 million and construction was partially funded with a construction loan that was guaranteed by the partner and non-recourse to the Company. The loan has a maximum debt commitment of $34.8 million and a current unconsolidated outstanding balance of $33.0 million; the loan bears interest at LIBOR plus 2.00% and matures January�6, 2015. The partner is the managing member and developed the project. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
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Waterton Tenside This venture was formed to develop and operate a 336 unit apartment property located in Atlanta, Georgia. The Company has a 20% equity interest with an initial basis of $5.1 million. The partner is the managing member and developed the project. The project is encumbered by a non-recourse mortgage loan that has a current outstanding balance of $30.1 million, bears interest at 3.66% and matures December�1, 2018. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
Parc on Powell (formerly known as 1333 Powell) This venture is currently developing certain land parcels into a 176 unit apartment building located in Emeryville, California. The Company has a 5% equity interest with an initial obligation of approximately $2.1 million. Total project costs are expected to be approximately $75.0 million and construction is being partially funded with a construction loan. The loan has a maximum debt commitment of $39.5 million and a current unconsolidated outstanding balance of $25.6 million; the loan bears interest at LIBOR plus 2.25% and matures August�14, 2015. The Company has given a repayment guaranty on the construction loan of 50% of the outstanding balance, up to a maximum of $19.7 million, and has given certain construction cost overrun guarantees. The partner is the managing member. The Company does not have substantive kick-out or participating rights. As a result, the entity is unconsolidated and recorded using the equity method of accounting.
On February 27, 2013, in connection with the Archstone Acquisition, subsidiaries of the Company and AVB entered into three limited liability company agreements (collectively, the Residual JV ). The Residual JV owns certain non-core Archstone assets, such as interests in a six property portfolio of apartment buildings and succeeded to certain residual Archstone liabilities, such as liability for various employment-related matters. The Residual JV is owned 60% by the Company and 40% by AVB and the Company's initial investment was $147.6 million. The Residual JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Residual JV is unconsolidated and recorded using the equity method of accounting.
During the nine months ended September 30, 2014, the Company closed on the sale of its unconsolidated interest in the German portfolio fund, the German management company and the remaining wholly-owned German real estate assets. With these sales, all German real estate assets that were acquired by the Residual JV as part of the Archstone Acquisition have now been sold. The Company's pro rata share of the proceeds/distributions that have been repatriated to the Residual JV and received by the Company as a result of the German dispositions was approximately $77.0 million during the nine months ended September 30, 2014 and $95.9 million cumulatively since the closing of the Archstone Acquisition.
On February 27, 2013, in connection with the Archstone Acquisition, a subsidiary of the Company and AVB entered into a limited liability company agreement (the Legacy JV ), through which they assumed obligations of Archstone in the form of preferred interests, some of which are governed by tax protection arrangements. During the year ended December 31, 2013, the Company purchased with AVB $65.0 million (of which the Company's 60% share was $39.0 million) of the preferred interests assumed by the Legacy JV. At September�30, 2014, the remaining preferred interests have an aggregate liquidation value of $73.5 million, our share of which is included in other liabilities in the accompanying consolidated balance sheets. Obligations of the Legacy JV are borne 60% by the Company and 40% by AVB. The Legacy JV is managed by a Management Committee consisting of two members from each of the Company and AVB. Both partners have equal participation in the Management Committee and all significant participating rights are shared by both partners. As a result, the Legacy JV is unconsolidated and recorded using the equity method of accounting.
Other�
The Company admitted an 80% institutional partner to two separate entities/transactions (Nexus Sawgrass in December 2010 and Domain in August 2011), each owning a developable land parcel, in exchange for $40.1 million in cash and retained a 20% equity interest in both of these entities. These projects are now unconsolidated. Details of these projects follow:
" | Nexus Sawgrass This development project was completed and stabilized during the quarter ended September�30, 2014. Total project costs were approximately $78.6 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $48.7 million and a current unconsolidated outstanding balance of $48.6 million; the loan bears interest at 5.60% and matures January�1, 2021. |
" | Domain This development project is substantially complete. Total project costs are expected to be approximately $155.8 million and construction was predominantly funded with a long-term, non-recourse secured loan from the partner. The mortgage loan has a maximum debt commitment of $98.6 million and a current unconsolidated outstanding balance of $96.8 million; the loan bears interest at 5.75% and matures January�1, 2022. |
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While the Company is the managing member of both of the joint ventures, was responsible for constructing both of the projects and has given certain construction cost overrun guarantees, the joint venture partner has significant participating rights and has active involvement in and oversight of the ongoing projects. The Company currently has no further funding obligations related to these projects. The Company's strategy with respect to these ventures was to reduce its financial risk related to the development of the properties. However, management does not believe that these investments have a materially different impact upon the Company's liquidity, cash flows, capital resources, credit or market risk than its other consolidated development activities.
As of September�30, 2014, the Company has 12 consolidated projects (including Prism at Park Avenue South in New York City which the Company is jointly developing with Toll Brothers see Note 12 in the Notes to Consolidated Financial Statements for further discussion) totaling 4,017 apartment units and one unconsolidated project totaling 176 apartment units in various stages of development with estimated completion dates ranging through September�30, 2017, as well as other completed development projects that are in various stages of lease up or are stabilized. The development agreements currently in place are discussed in detail in Note 12 of the Companys Consolidated Financial Statements.
See also Notes 2 and 6 in the Notes to Consolidated Financial Statements for additional discussion regarding the Companys investments in partially owned entities.
The Companys contractual obligations for the next five years and thereafter have not changed materially from the amounts and disclosures included in the Companys annual report on Form 10-K. See the updated debt maturity schedule included in Liquidity and Capital Resources for further discussion.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to use judgment in the application of accounting policies, including making estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different or different assumptions were made, it is possible that different accounting policies would have been applied, resulting in different financial results or different presentation of our financial statements.
The Company has identified five 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. The five critical accounting policies are:
Acquisition of Investment Properties
The Company allocates the purchase price of properties to net tangible and identified intangible assets acquired based on their fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, 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.
Impairment of Long-Lived Assets
The Company periodically evaluates its long-lived assets, including its investments in real estate, for indicators of impairment. 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 Companys ability to hold and its intent with regard to each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment loss is warranted.
Depreciation of Investment in Real Estate
The Company depreciates the building component of its investment in real estate over a 30-year estimated useful life, building improvements over a 5-year to 15-year estimated useful life and both the furniture, fixtures and equipment and replacement components over a 5-year to 10-year estimated useful life, all of which are judgmental determinations.
����
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Cost Capitalization
See the Capitalization of Fixed Assets and Improvements to Real Estate section for a discussion of the Companys policy with respect to capitalization vs. expensing of fixed asset/repair and maintenance costs. In addition, the Company capitalizes an allocation of the payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of major capital and/or renovation projects. These costs are reflected on the balance sheets as increases to depreciable property.
����
For all development projects, the Company uses its professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. The Company capitalizes interest, real estate taxes and insurance and payroll and associated costs for those individuals directly responsible for and who spend their time on development activities, with capitalization ceasing no later than 90�days following issuance of the certificate of occupancy. These costs are reflected on the balance sheets as construction-in-progress for each specific property. The Company expenses as incurred all payroll costs of on-site employees working directly at our properties, except as noted above on our development properties prior to certificate of occupancy issuance and on specific major renovations at selected properties when additional incremental employees are hired.
During the nine months ended September�30, 2014 and 2013, the Company capitalized $15.5 million and $12.5 million, respectively, of payroll and associated costs of employees directly responsible for and who spend their time on the execution and supervision of development activities as well as major capital and/or renovation projects.
Fair Value of Financial Instruments, Including Derivative Instruments
The valuation of financial instruments requires the Company to make estimates and judgments that affect the fair value of the instruments. The Company, where possible, bases the fair values of its financial instruments, including its derivative instruments, on listed market prices and third party quotes. Where these are not available, the Company bases its estimates on current instruments with similar terms and maturities or on other factors relevant to the financial instruments.
Funds From Operations and Normalized Funds From Operations
For the nine months ended�September�30, 2014, Funds From Operations ("FFO") available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased�$241.2 million, or�38.8%, and�$102.6 million, or�13.4%, respectively, as compared to the nine months ended�September�30, 2013.����
For the quarter ended�September�30, 2014, FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units increased�$38.5 million, or 14.4%, and $34.5 million, or�12.6%, respectively, as compared to the quarter ended�September�30, 2013.
����
The following is the Companys and the Operating Partnerships reconciliation of net income to FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units for the nine months and quarters ended�September�30, 2014�and�2013:
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Funds From Operations and Normalized Funds From Operations | ||||||||||||||||
(Amounts in thousands) | ||||||||||||||||
� | Nine Months Ended September 30, | Quarter Ended September 30, | ||||||||||||||
� | 2014 | 2013 | 2014 | 2013 | ||||||||||||
Net income | $ | 431,642 | $ | 1,789,483 | $ | 231,190 | $ | 391,717 | ||||||||
Net (income) loss attributable to Noncontrolling Interests �Partially �����Owned Properties | (1,800 | ) | 1,101 | (708 | ) | 311 | ||||||||||
Preferred distributions | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
Net income available to Common Shares and Units / Units | 426,733 | 1,787,475 | 229,445 | 390,991 | ||||||||||||
Adjustments: | ||||||||||||||||
Depreciation | 565,772 | 796,233 | 190,469 | 276,707 | ||||||||||||
Depreciation Non-real estate additions | (3,485 | ) | (3,626 | ) | (1,137 | ) | (1,153 | ) | ||||||||
Depreciation Partially Owned Properties | (3,211 | ) | (5,405 | ) | (1,071 | ) | (1,855 | ) | ||||||||
Depreciation Unconsolidated Properties | 5,182 | 2,331 | 1,746 | 1,289 | ||||||||||||
Net (gain) on sales of unconsolidated entities | (16 | ) | (16 | ) | ||||||||||||
Net (gain) on sales of real estate properties | (128,544 | ) | (113,641 | ) | ||||||||||||
Discontinued operations: | ||||||||||||||||
Depreciation | 33,864 | 2,902 | ||||||||||||||
Net (gain) on sales of discontinued operations | (223 | ) | (1,990,577 | ) | 1 | (401,703 | ) | |||||||||
Net incremental gain on sales of condominium units | 7 | |||||||||||||||
Gain on sale of Equity Corporate Housing (ECH) | 709 | 108 | ||||||||||||||
FFO available to Common Shares and Units / Units (1)�(3) (4) | 862,224 | 620,995 | 305,812 | 267,270 | ||||||||||||
Adjustments: | ||||||||||||||||
Asset impairment and valuation allowances | ||||||||||||||||
Property acquisition costs and write-off of pursuit costs | 8,714 | 78,694 | 837 | 2,578 | ||||||||||||
Debt extinguishment (gains) losses, including prepayment penalties, | ||||||||||||||||
preferred share/preference unit redemptions and non-cash convertible | ||||||||||||||||
debt discounts | 513 | 78,820 | 22 | |||||||||||||
(Gains) losses on sales of non-operating assets, net of income and other ���tax expense (benefit) | (1,903 | ) | (13,725 | ) | (1,052 | ) | 1,499 | |||||||||
Other miscellaneous non-comparable items | 1,191 | 3,361 | 3,581 | 3,361 | ||||||||||||
Normalized FFO available to Common Shares and Units / Units (2)�(3) (4) | $ | 870,739 | $ | 768,145 | $ | 309,200 | $ | 274,708 | ||||||||
FFO (1)�(3) | $ | 865,333 | $ | 624,104 | $ | 306,849 | $ | 268,307 | ||||||||
Preferred/preference distributions | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
FFO available to Common Shares and Units / Units (1)�(3)�(4) | $ | 862,224 | $ | 620,995 | $ | 305,812 | $ | 267,270 | ||||||||
Normalized FFO (2)�(3) | $ | 873,848 | $ | 771,254 | $ | 310,237 | $ | 275,745 | ||||||||
Preferred/preference distributions | (3,109 | ) | (3,109 | ) | (1,037 | ) | (1,037 | ) | ||||||||
Normalized FFO available to Common Shares and Units / Units�(2)�(3)�(4) | $ | 870,739 | $ | 768,145 | $ | 309,200 | $ | 274,708 | ||||||||
(1) | The National Association of Real Estate Investment Trusts ( NAREIT ) defines funds from operations ( FFO ) (April 2002 White Paper) as net income (computed in accordance with accounting principles generally accepted in the United States ( GAAP )), excluding gains (or losses) from sales and impairment write-downs of depreciable operating properties, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis. The April 2002 White Paper states that gain or loss on sales of property is excluded from FFO for previously depreciated operating properties only. Once the Company commences the conversion of apartment units to condominiums, it simultaneously discontinues depreciation of such property. |
(2) | Normalized funds from operations ( Normalized FFO ) begins with FFO and excludes: |
� | the impact of any expenses relating to non-operating asset impairment and valuation allowances; |
� | property acquisition and other transaction costs related to mergers and acquisitions and pursuit cost write-offs; |
� | gains and losses from early debt extinguishment, including prepayment penalties, preferred share/preference unit redemptions and the cost related to the implied option value of non-cash convertible debt discounts; |
� | gains and losses on the sales of non-operating assets, including gains and losses from land parcel and condominium sales, net of the effect of income tax benefits or expenses; and |
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� | other miscellaneous non-comparable items. |
(3) | The Company believes that FFO and FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company, because they are recognized measures of performance by the real estate industry and by excluding gains or losses related to dispositions of depreciable property and excluding real estate depreciation (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO available to Common Shares and Units / Units can help compare the operating performance of a companys real estate between periods or as compared to different companies. The Company also believes that Normalized FFO and Normalized FFO available to Common Shares and Units / Units are helpful to investors as supplemental measures of the operating performance of a real estate company because they allow investors to compare the Companys operating performance to its performance in prior reporting periods and to the operating performance of other real estate companies without the effect of items that by their nature are not comparable from period to period and tend to obscure the Companys actual operating results. FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units do not represent net income, net income available to Common Shares / Units or net cash flows from operating activities in accordance with GAAP. Therefore, FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units should not be exclusively considered as alternatives to net income, net income available to Common Shares / Units or net cash flows from operating activities as determined by GAAP or as a measure of liquidity. The Companys calculation of FFO, FFO available to Common Shares and Units / Units, Normalized FFO and Normalized FFO available to Common Shares and Units / Units may differ from other real estate companies due to, among other items, variations in cost capitalization policies for capital expenditures and, accordingly, may not be comparable to such other real estate companies. |
(4) | FFO available to Common Shares and Units / Units and Normalized FFO available to Common Shares and Units / Units are calculated on a basis consistent with net income available to Common Shares / Units and reflects adjustments to net income for preferred distributions and premiums on redemption of preferred shares/preference units in accordance with accounting principles generally accepted in the United States. The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for OP Units are collectively referred to as the Noncontrolling Interests Operating Partnership . Subject to certain restrictions, the Noncontrolling Interests Operating Partnership may exchange their OP Units for Common Shares on a one-for-one basis. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Companys and the Operating Partnership's market risk has not changed materially from the amounts and information reported in Part II, Item�7A.�Quantitative and Qualitative Disclosures About Market Risk, to the Companys and the Operating Partnership's Annual Report on Form 10-K for the year ended�December�31, 2013. See the�Current Environment�section of Item�2.�Managements Discussion and Analysis of Financial Condition and Results of Operations�relating to market risk and the current economic environment. See also Note 9 in the Notes to Consolidated Financial Statements for additional discussion of derivative and other fair value instruments.
Item 4. | Controls and Procedures |
Equity Residential
(a) Evaluation of Disclosure Controls and Procedures:
Effective as of September�30, 2014, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
(b) Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Company identified in connection with the Companys evaluation referred to in Item�4(a) above that occurred during the third quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
ERP Operating Limited Partnership
(a) Evaluation of Disclosure Controls and Procedures:
Effective as of September�30, 2014, the Operating Partnership carried out an evaluation, under the supervision and with the participation of the Operating Partnerships management, including the Chief Executive Officer and Chief Financial Officer of EQR, of the effectiveness of the Operating Partnerships disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure
70
controls and procedures are effective to ensure that information required to be disclosed by the Operating Partnership in its Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
(b) Changes in Internal Control over Financial Reporting:
There were no changes to the internal control over financial reporting of the Operating Partnership identified in connection with the Operating Partnerships evaluation referred to in Item�4(a) above that occurred during the third quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Operating Partnerships internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
The Company and the Operating Partnership do not believe that there have been any material developments in the legal proceedings that were discussed in Part I, Item�3 of the Companys and the Operating Partnership's Annual Report on Form 10-K for the year ended December�31, 2013.
Item 1A. Risk Factors
There have been no material changes to the risk factors that were discussed in Part I, Item�1A of the Companys and the Operating Partnership's Annual Report on Form 10-K for the year ended December�31, 2013.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
(a) Unregistered Common Shares Issued in the Quarter Ended September�30, 2014 - Equity Residential
During the quarter ended September�30, 2014, EQR issued 11,760 Common Shares in exchange for 11,760 OP Units held by various limited partners of the Operating Partnership. OP Units are generally exchangeable into Common Shares on a one-for-one basis or, at the option of the Operating Partnership, the cash equivalent thereof, at any time one year after the date of issuance. These shares were either registered under the Securities Act of 1933, as amended (the Securities Act ), or issued in reliance on an exemption from registration under Section�4(2) of the Securities Act and the rules and regulations promulgated thereunder, as these were transactions by an issuer not involving a public offering. In light of the manner of the sale and information obtained by EQR from the limited partners in connection with these transactions, EQR believes it may rely on these exemptions.
Item 3. | Defaults Upon Senior Securities |
None.
Item 4. | Mine Safety Disclosures |
Not applicable.
Item 5. | Other Information |
None.
Item 6. | Exhibits See the Exhibit Index |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
�
EQUITY RESIDENTIAL | |||||
Date: | November�6, 2014 | By: | � | /s/ Mark J. Parrell | |
� | � | Mark J. Parrell | |||
� | � | Executive Vice President and Chief Financial Officer | |||
� | � | (Principal Financial Officer) | |||
Date: | November�6, 2014 | By: | � | /s/ Ian S. Kaufman | |
� | � | Ian S. Kaufman | |||
� | � | Senior Vice President and Chief Accounting Officer | |||
� | � | (Principal Accounting Officer) | |||
ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL ITS GENERAL PARTNER | |||||
Date: | November�6, 2014 | By: | � | /s/ Mark J. Parrell | |
� | � | Mark J. Parrell | |||
� | � | Executive Vice President and Chief Financial Officer | |||
� | � | (Principal Financial Officer) | |||
Date: | November�6, 2014 | By: | � | /s/ Ian S. Kaufman | |
� | � | Ian S. Kaufman | |||
� | � | Senior Vice President and Chief Accounting Officer | |||
� | � | (Principal Accounting Officer) | |||
EXHIBIT INDEX
The exhibits listed below are filed as part of this report. References to exhibits or other filings under the caption Location indicate that the 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. The Commission file numbers for our Exchange Act filings referenced below are 1-12252 (Equity Residential) and 0-24920 (ERP Operating Limited Partnership).
�
Exhibit | �� | Description | �� | Location |
10.1* | Fourth�Amendment to 2011 Share Incentive Plan. | Attached herein. | ||
10.2* | The Equity Residential Supplemental Executive Retirement Plan as Amended and Restated effective July 1, 2014. | Attached herein. | ||
12 | Computation of Ratio of Earnings to Combined Fixed Charges. | Attached herein. | ||
31.1 | �� | Equity Residential Certification of David J. Neithercut, Chief Executive Officer. | �� | Attached herein. |
31.2 | �� | Equity Residential Certification of Mark J. Parrell, Chief Financial Officer. | �� | Attached herein. |
31.3 | �� | ERP Operating Limited Partnership Certification of David J. Neithercut, Chief Executive Officer of Registrants General Partner. | �� | Attached herein. |
31.4 | �� | ERP Operating Limited Partnership Certification of Mark J. Parrell, Chief Financial Officer of Registrants General Partner. | �� | Attached herein. |
32.1 | �� | Equity Residential Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of the Company. | �� | Attached herein. |
32.2 | �� | Equity Residential Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of the Company. | �� | Attached herein. |
32.3 | �� | ERP Operating Limited Partnership Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of David J. Neithercut, Chief Executive Officer of Registrants General Partner. | �� | Attached herein. |
32.4 | �� | ERP Operating Limited Partnership Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Mark J. Parrell, Chief Financial Officer of Registrants General Partner. | �� | Attached herein. |
101 | �� | XBRL (Extensible Business Reporting Language). The following materials from Equity Residentials and ERP Operating Limited Partnerships Quarterly Report on Form 10-Q for the period ended September 30, 2014, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of operations and comprehensive income, (iii) consolidated statements of cash flows, (iv) consolidated statement of changes in equity (Equity Residential), (v) consolidated statement of changes in capital (ERP Operating Limited Partnership) and (vi) notes to consolidated financial statements. | �� | Attached herein. |
*Management contracts and compensatory plans or arrangements filed as exhibits to this report are identified by an asterisk.
Exhibit 10.1
FOURTH AMENDMENT TO
2011 SHARE INCENTIVE PLAN
THIS FOURTH AMENDMENT (the Fourth Amendment ) to the 2011 SHARE INCENTIVE PLAN is executed as of October 20, 2014.
RECITALS
WHEREAS, the Board of Trustees of Equity Residential (the Company ) adopted the 2011 Share Incentive Plan (the Initial 2011 Plan ) on March 24, 2011, which was approved by the shareholders of the Company at the 2011 Annual Meeting of Shareholders.
WHEREAS, the Company amended the Initial 2011 Plan pursuant to a First Amendment dated July 10, 2012 (the First Amendment ), a Second Amendment dated November 4, 2013 (the Second Amendment ) and a Third Amendment dated April 30, 2014 (the Third Amendment ). The Initial 2011 Plan, as modified by the First Amendment, Second Amendment and Third Amendment, is hereinafter referred to as the Plan . Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Plan.
WHEREAS, the Company desires to further amend the Plan to provide that if any Company employees elect to receive Share Awards, in lieu of cash, earned under the Companys annual performance bonus program, such Share Awards shall vest in full on the date of Grant.
NOW THEREFORE, the Plan is amended as follows:
1.����Share Awards. Paragraph 5(a)(i) of the Plan is deleted in its entirety and the following is substituted therefor:
(a)����Share Awards granted shall be subject to the following conditions and/or restrictions:
(i)����A Share Award granted to Company employees shall be subject to a minimum vesting period of at least three years from the date of Grant, with the Share Award vesting either in annual equal installments over, or in full at the end of, said period, and may be subject to such other conditions and restrictions as are established by the Committee as of the date of Grant; provided, however, that up to five percent (5%) of the total number of Shares which may be granted under the Plan to non-Company employees may be subject to a minimum vesting period of one year, and if any Company employees elect to receive Share Awards, in lieu of cash, earned under the Companys annual performance bonus program, such Share Awards shall vest in full on the date of Grant. The Committee may, but need not, establish performance goals to be achieved within such performance periods as may be selected by it, using such measures of individual performance or the performance of the Company and/or one (1) or more of its Subsidiaries as it may select.� Any Share Award containing conditions, terms or restrictions as established by the Committee but not set forth�herein shall be described in such term sheets or employment, award or similar agreements as are approved by the Committee from time to time.
2.����Plan in Full Force and Effect. After giving effect to this Fourth Amendment, the Plan remains in full force and effect.
IN WITNESS WHEREOF, this Fourth Amendment has been executed as of the date first written above.
����
��������������������
EQUITY RESIDENTIAL
By:����/s/ Bruce C. Strohm
Bruce C. Strohm
Executive Vice President and General Counsel
Exhibit 10.2
THE EQUITY RESIDENTIAL
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED
EFFECTIVE JULY 1, 2014
Table of Contents
Page
ARTICLE 1 | INTRODUCTION...................................................................................1 |
1.1 | Purpose of Plan...............................................................................................1 |
1.2 | Status of Plan..................................................................................................1 |
1.3 | Good Faith Compliance.................................................................................1 |
ARTICLE 2 | DEFINITIONS........................................................................................2 |
2.1 | Account.........................................................................................................2 |
2.2 | Code..............................................................................................................2 |
2.3 | Compensation................................................................................................2 |
2.4 | Elective Deferral............................................................................................3 |
2.5 | Eligible Employee.........................................................................................3 |
2.6 | Eligible Trustee..............................................................................................3 |
2.7 | Employer.......................................................................................................3 |
2.8 | Employer Contribution..................................................................................3 |
2.9 | Enrollment Form............................................................................................3 |
2.10 | Entry Date......................................................................................................4 |
2.11 | EQR...............................................................................................................4 |
2.12 | ERISA...........................................................................................................4 |
2.13 | Extended Company........................................................................................4 |
2.14 | Funding Trust.................................................................................................5 |
2.15 | Funding Trustee.............................................................................................5 |
2.16 | In-Service Sub-Account.................................................................................5 |
2.17 | Participant......................................................................................................5 |
2.18 | Plan................................................................................................................5 |
2.19 | Plan Administrator.........................................................................................5 |
2.20 | Plan Year........................................................................................................5 |
2.21 | Restricted Share.............................................................................................6 |
2.22 | Retirement Sub-Account...............................................................................6 |
2.23 | Separation from Service................................................................................6 |
2.24 | Share..............................................................................................................6 |
2.25 | Share Deferral...............................................................................................6 |
i
Table of Contents
(continued)
Page
2.26 | Share Unit......................................................................................................6 |
2.27 | Specified Employee......................................................................................6 |
2.28 | Unforeseeable Emergency.............................................................................7 |
ARTICLE 3 | PARTICIPATION....................................................................................7 |
3.1 | Satisfaction of Eligibility Requirements.......................................................7 |
3.2 | Commencement of Participation...................................................................8 |
3.3 | Continued Participation.................................................................................8 |
ARTICLE 4 | ELECTIVE AND SHARE DEFERRALS AND EMPLOYER CONTRIBUTIONS.................................................................................8 |
4.1 | Elective Deferrals..........................................................................................8 |
4.2 | Share Deferrals............................................................................................11 |
4.3 | Enrollment Forms........................................................................................12 |
4.4 | Employer Contribution................................................................................13 |
ARTICLE 5 | ACCOUNTS.........................................................................................13 |
5.1 | Accounts......................................................................................................13 |
5.2 | Investments..................................................................................................14 |
ARTICLE 6 | VESTING..............................................................................................16 |
6.1 | General........................................................................................................16 |
ARTICLE 7 | PAYMENTS..........................................................................................16 |
7.1 | Election as to Time and Form of Payment..................................................16 |
7.2 | Separation from Service..............................................................................19 |
7.3 | Death...........................................................................................................19 |
7.4 | Withdrawal Due to Unforeseeable Emergency...........................................19 |
7.5 | Taxes............................................................................................................20 |
ARTICLE 8 | PLAN ADMINISTRATOR...................................................................20 |
8.1 | Plan Administration and Interpretation.......................................................20 |
8.2 | Powers, Duties, Procedures, Etc..................................................................21 |
8.3 | Information..................................................................................................21 |
8.4 | Indemnification of Plan Administrator........................................................21 |
ii
Table of Contents
(continued)
Page
ARTICLE 9 | CLAIMS PROCEDURES.....................................................................22 |
ARTICLE 10 | AMENDMENT AND TERMINATION...............................................23 |
10.1 | Amendment.................................................................................................23 |
10.2 | Termination of Plan.....................................................................................24 |
10.3 | Existing Rights............................................................................................24 |
10.4 | 409A............................................................................................................25 |
ARTICLE 11 | MISCELLANEOUS.............................................................................25 |
11.1 | No Funding..................................................................................................25 |
11.2 | Non-assignability.........................................................................................25 |
11.3 | Limitation of Participant's Rights................................................................26 |
11.4 | Participants Bound......................................................................................26 |
11.5 | Receipt and Release....................................................................................26 |
11.6 | Governing Law............................................................................................27 |
11.7 | Headings and Subheadings..........................................................................27 |
iii
Article 1
INTRODUCTION
1.1Purpose of Plan
EQR initially adopted the Plan to provide a means by which certain employees could elect to defer receipt of portions of their Compensation and to provide opportunities for such individuals to save for retirement. This Plan shall apply to amounts which were not earned and vested as of December�31, 2004 and are therefore subject to Code Section 409A. Amounts which are earned and vested as of December 31, 2004 shall remain subject to the terms of a separate plan, the Equity Residential Grandfathered Supplemental Executive Retirement Plan. Except as otherwise indicated, the provisions of this Amended and Restated Plan are effective July�1, 2014.
1.2Status of Plan
Except with respect to the participation of trustees, it is intended that the Plan be "a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and that the Plan be interpreted and administered consistent with that intent. The Plan is also intended to comply in all respects with Code Section 409A and it is intended that the Plan be interpreted consistent with that intent.
1.3Good Faith Compliance.
Notwithstanding anything in this Plan to the contrary, EQR may permit a Participant to take an action prior to December 31, 2008 that violates the provision of this Plan so long as such
1
action is either: (i) permitted under the transitional rules contained in Treasury Regulations and other guidance issued pursuant to Code Section 409A, or (ii) is otherwise consistent with a reasonable good faith interpretation of Code Section 409A.
ARTICLE 2
DEFINITIONS
Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:
2.1Account means, for each Participant, the account established for his or her benefit under Section 5.1. The Account may include a Separation Sub-Account and up to 3 In-Service Sub-Accounts. The Plan Administrator may permit additional In-Service Sub-Accounts in its sole discretion. A Sub-Account (or Sub-Accounts) shall also be established for any Employer Contributions.
2.2Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection.
2.3Compensation means cash compensation payable by an Employer (before deductions) for service performed for the Employer that currently would be includable in gross income and may consist of either the Participant's (i) salary, (ii) commissions, and/or (iii) incentive pay. In the case of an Eligible Trustee, "Compensation" means all cash remuneration otherwise payable to him or her for service as a member of the Board of Trustees, including but not limited to any retainer and committee or chair fees. Compensation for Eligible Trustees shall include Restricted Shares.
2
2.4Elective Deferral means the portion of Compensation which is deferred by a Participant under Section 4.1.
2.5Eligible Employee means an employee of an Employer who is either: (i) a highly compensated employee (as that term is defined in Code Section 414(q)) with respect to the Equity Residential Advantage Retirement Savings Plan during the current Plan Year or either of the two preceding Plan Years; or (ii) an employee whose annual base salary on an Entry Date is not less than the threshold for determining whether the employee is a highly compensated employee. Notwithstanding the foregoing, an employee shall not be considered an Eligible Employee if such employee is employed in a property level position or a corporate position below the management level.
2.6Eligible Trustee means, on any Entry Date, a member of the Board of Trustees of EQR who is not an employee of EQR.
2.7Employer means Equity Residential, Equity Residential Properties Management Limited Partnership, Equity Residential Properties Management Limited Partnership II, Equity Residential Properties Management Corp. and each other entity that is affiliated with EQR and that adopts the Plan with the consent of EQR.
2.8Employer Contribution means a credit by an Employer to the Account of an Eligible Employee which is not an Elective Deferral or a Share Deferral.
2.9Enrollment Form means the form prescribed by the Plan Administrator and pursuant to which a Participant may make elections to defer Compensation and/or defer income with respect to Restricted Shares and related elections, hereunder. The Enrollment Form may be
3
completed, signed and returned, or completed and submitted electronically.
2.10Entry Date means (i) the January 1, April 1, July 1 and October 1 (or such other date as is determined by the Plan Administrator with respect to a Participant) after an individual first becomes an Eligible Employee or an Eligible Trustee (the "Initial Entry Date"); or (ii) the beginning of any Plan Year after the Participant's Initial Entry Date. Notwithstanding the foregoing, the Initial Entry Date of an employee who becomes an Eligible Employee based on such employees status as a highly compensated employee with respect to the Equity Residential Retirement Savings Plan shall be April 1 of Plan Year during which the employee is first considered a highly compensated employee.
2.11EQR means Equity Residential, and any successor thereto.
2.12ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.
2.13Extended Company means an Employer and any other entity so designated by the Plan Administrator, but only if such other entity maintains a non-qualified deferred compensation arrangement that provides that if an employee terminates his or her employment with the entity and immediately accepts a position with EQR, his or her employment is not treated as having terminated for purposes of distributions under such arrangement. The Plan Administrator may change the entities designated as Extended Companies from time to time as it deems appropriate. For purposes of determining whether a Participant has had a Separation from Service, the term "Extended Company" shall include all entities which must be aggregated when
4
determining whether a participant has had a Separation from Service under Code Section 409A.
2.14Funding Trust means the grantor trust established by EQR to hold assets contributed under the Plan.
2.15Funding Trustee means the trustee or trustees under the Funding Trust.
2.16In-Service Sub-Account means a Sub-Account of the Account which a Participant elects to receive upon the earlier of a Plan Year designated by the Participant or following the Participants Separation from Service. An In-Service Sub-Account election shall designate a particular Plan Year in which the In-Service Sub-Account shall be distributed (if not distributed in accordance with section 7.1(c) following the Participants Separation from Service).
2.17Participant means any individual who participates in the Plan in accordance with Article 3.
2.18Plan means The Equity Residential Supplemental Executive Retirement Plan as amended and restated herein, and as further amended from time to time.
2.19Plan Administrator means the Executive Vice President, Human Resources, or such other person, persons or entity designated by EQR to administer the Plan and to serve as the agent for the settlor of the Funding Trust as contemplated by the agreement establishing the Funding Trust. If no such person or entity is so serving at any time, EQR shall be the Plan Administrator.
2.20Plan Year means the 12-month period ending on December 31.
5
2.21Restricted Share means a Share that is subject to a substantial risk of forfeiture for purposes of Section 83 of the Code.
2.22Retirement Sub-Account means the Sub-Account of the Account which the Participant elects to receive following the Participants Separation form Service.
2.23Separation from Service means, with respect to an Eligible Employee, a termination of employment and with respect to an Eligible Trustee means the complete termination of services as a trustee. Whether a termination of employment has occurred with respect to an Eligible Employee is based on whether the facts and circumstances indicate that no further services will be performed for the Extended Company after a certain date or that the level of bona fide services that the employee would perform after such date (whether as an employee or independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the employer if the employee has been providing services to the employer for less than 36 months).
2.24Share means a share of beneficial interest, par value $.01 per share, of EQR.
2.25Share Deferral means the portion of a Share deferred by a Participant under Section 4.2.
2.26Share Unit means a bookkeeping entry reflecting the deemed investment of a Participants Account in a Share.
2.27Specified Employee means, for any Plan Year, a service provider to the Extended Company who, was a key employee (within the meaning of Code Section 416(i)(1)(A)
6
(i), (ii) or (iii)) with respect to the Extended Company at any time during the 12-month period ending as of the previous December�31.
2.28Unforeseeable Emergency means a severe financial hardship to the Participant resulting from any of the following:
(a)an illness or accident of the Participant, the Participant's spouse, the Participant's beneficiary, or the Participant's dependent (as defined in Code Section 152, without regard to Section�152(b)(1), (b)(2) and (d)(1)(B)).
(b)loss of the Participant's property due to casualty; or
(c)any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
ARTICLE 3
PARTICIPATION
3.1Satisfaction of Eligibility Requirements
Prior to each Entry Date, the Plan Administrator shall determine in its discretion the identity of those Eligible Employees and Eligible Trustees who may commence or continue their participation in the Plan as of such Entry Date. The Plan Administrator will notify Eligible Employees and Eligible Trustees of their eligibility to participate in the Plan and provide them with information regarding enrollment.
7
3.2Commencement of Participation
An Eligible Employee or Eligible Trustee shall become a Participant in the Plan on the first date as of which an Elective Deferral or Share Deferral is credited to his or her Account.
3.3Continued Participation
A Participant in the Plan shall continue to be a Participant so long as any amount remains credited to his or her Account.
ARTICLE 4
ELECTIVE AND SHARE DEFERRALS AND EMPLOYER CONTRIBUTIONS
4.1Elective Deferrals
(a)An individual who is an Eligible Employee or Eligible Trustee may elect to defer receipt of a whole percentage or whole dollar amount of up to 25% (or 100% in the case of an Eligible Trustee) of the Compensation (exclusive of any bonus) otherwise payable to him or her, on and after a subsequent Entry Date for the applicable Plan Year. In addition, subject to the provisions of subsection (b) (iii) below, an Eligible Employee may elect to defer up to 100% of any incentive pay Compensation payable during a Plan Year. Also, an Eligible Employee may separately elect to defer from his salary in any Plan Year, an amount equal to the elective deferrals refunded to such Eligible Employee from the Equity Residential Advantage Retirement Savings Plan during such Plan Year. For purposes of the foregoing, the Elective Deferral of each Eligible Employee will equal the greater of (i) the elected percentage of his or her Compensation or elected dollar amount, as the case may be; or (ii) the entire amount of his or her Compensation remaining after (A) all contributions that the Eligible Employee has elected to make under all other retirement and welfare benefit plans maintained by his or her Employer have been
8
deducted from his or her Compensation, and (B) deductions from Compensation required by law, including Social Security and Medicare taxes. An Eligible Employee or Eligible Trustee who desires to elect such a deferral shall complete and submit an Enrollment Form (in writing or electronically) with the Plan Administrator.
(b)Each Enrollment Form shall be effective as described in clauses (i), (ii), (iii) or (iv) below.
(i) | An Enrollment Form with respect to salary and commissions paid from and after the Entry Date shall be submitted on or before a deadline established by the Plan Administrator, but in no event later than the date that precedes such Entry Date. |
(ii) | Notwithstanding clause (i) in the case of a Participant's Initial Entry Date, the Enrollment Form will be effective with respect to salary and commissions received for services performed after the Enrollment Form is submitted, if it is filed within 30 days after the Participant's Initial Entry Date. |
(iii) | An Enrollment Form with respect to incentive pay which is performance based compensation, within the meaning of Treas. Reg. 1.409A-1(e), shall be submitted on or before July 1 of the Plan Year in which the incentive pay is earned. An enrollment form with respect to incentive pay which is not performance based compensation, within the meaning of Treas. Reg. 1.409A-1(e), |
9
shall be submitted before January 1 of the Plan Year in which the incentive pay is earned.
(iv) | An Enrollment Form with respect to an amount equal to the elective deferrals refunded to such Eligible Employee from the Equity Residential Advantage Retirement Savings Plan shall be submitted before January 1 of the Plan Year in which the elective deferrals from the Equity Residential Advantage Retirement Savings Plan are refunded. Deferrals pursuant to this Plan shall be taken as soon as administratively possible from salary paid in the Plan Year in which the deferrals under the Equity Residential Retirement Savings Plan are refunded. The Employer may, in its discretion, spread the deferrals over more than one pay cycle. |
(c)Except as provided in Section 4.1(b)(ii), each Enrollment Form shall be effective for all Compensation to be paid to the Participant submitting such Enrollment Form from and after the Entry Date to which such Enrollment Form applies. An election to defer salary or commissions also shall apply from and after subsequent Entry Dates unless changed as provided herein, or until such time (if any) that the Participant is suspended from the Plan, as provided under Section 3.4.
(d)A Participants Enrollment Form shall designate the whole percentage or whole dollar amount of such Participants Compensation deferrals to be credited to the Participants Separation Sub-Account or to one or more of the Participants In-Service Sub-Accounts. In the absence of a specific designation of the applicable Sub-Account, the
10
Compensation deferrals shall be allocated to the Sub-Accounts designated in the last valid election. Deferrals of salary equal to the elective deferrals refunded from the Equity Residential Advantage Retirement Savings Plan shall be subject to the same Sub-Accounts as other salary deferrals.
(e)Notwithstanding anything in the Plan to the Contrary, a Participant may not defer any Compensation received during a Plan Year in which the Participant is receiving a distribution from one or more of the Participants In-Service Sub-Accounts.
4.2Share Deferrals
(a)Where an Eligible Employee or Eligible Trustee received a grant of a Restricted Share before March 1, 2012 and decided to defer the ownership of the Share when it became vested, such deferral shall be treated as a Share Deferral for purposes of this Plan. Notwithstanding anything in this Plan to the contrary, no Share Deferrals may be made by Eligible Employees with respect to any Restricted Shares granted on or after March 1, 2012. Eligible Trustees may defer the ownership of Restricted Shares effective for grants made in June 2013 and thereafter.
(b)To the extent that a Restricted Share continues to vest pursuant to the terms of the plan under which it was granted after a Participants Separation from Service, the Participants deferral elections shall continue to be effective with respect to such Restricted Share.
(c)Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not hold on behalf of a Participant any Restricted Share deferred by the Participant in accordance with paragraph (a) above. Instead, the Funding Trustee shall credit to the
11
Participant's Account an amount equal to the number of Share Units equal to the number of Shares that would otherwise be received by the Participant on the vesting of the Restricted Shares.
(d)An election pursuant to paragraph (a) shall designate whether the Restricted Shares deferred by the Participant shall be credited to the Participants Retirement Sub-Account or to one or more of the Participants In-Service Sub-Accounts. In the absence of a specific designation of the applicable Sub-Account, the deferrals shall be allocated to the Sub-Accounts designated in the last valid elections.
4.3Enrollment Forms
All Enrollment Forms submitted pursuant to Article 4 shall be irrevocable (i) with respect to Elective Deferrals under Section 4.1, except as provided therein; and (ii) for Share Deferrals under Section 4.2, with respect to the Restricted Share subject thereto. Notwithstanding the foregoing, if a Participant incurs an Unforeseeable Emergency, he or she revoke his or her Enrollment Form (but only to the extent reasonably needed to relieve the Unforeseeable Emergency) and only prospectively.
12
4.4Employer Contribution.
Employer Contributions may be made at any time in the Employers sole discretion. Such Employer Contributions shall be allocated to the Accounts and Sub-Accounts of Eligible Employees in the amounts determined by the Employer in its sole discretion and shall be subject to such vesting, distribution and other rules as are determined by the Employer in its sole discretion.
ARTICLE 5
ACCOUNTS
5.1Accounts
The Plan Administrator shall establish an Account and such Sub-Accounts as are appropriate for each Participant reflecting Elective Deferrals, Share Deferrals and Employer Contributions credited to the Participant's benefit together with any adjustments for income, gain or loss and any payments from the Account. Elective Deferrals will be credited to the Account and Sub-Accounts of each applicable Participant as of the later of the date they are received by the Funding Trustee or the date the Funding Trustee receives from the Plan Administrator such instructions as the Funding Trustee may reasonably require to allocate the amount received among the investments maintained by the Funding Trustee. Share Units attributable to Share Deferrals will be credited to the Account and Sub-Accounts of the Participant on the date of an award of an Unrestricted Share, on the date a Restricted Share becomes an Unrestricted Share and on the date the Share Appreciation Rights are exercised. Employer Contributions shall be credited in the manner determined by the Employer. As soon as practicable following the last business day of each calendar quarter, the Plan Administrator (or its designee) shall provide the Participant with a statement of such Participant's Account reflecting the income, gains and losses
13
(realized and unrealized), amounts of deferrals and distributions with respect to such Account since the prior statement. Any Sub-Accounts subject to an election providing for distribution during a Plan Year shall also be valued as of May 31 of such Plan Year.
5.2Investments
(a)The assets of the Funding Trust shall be invested in such investments, including Shares, as the Funding Trustee shall determine. The Funding Trustee may (but is not required to) consider the Employer's or a Participant's investment preferences when investing the assets attributable to a Participant's Account.
(b)Prior to March 1st, 2012, EQR may, at its discretion, provide the Funding Trustee with the opportunity to purchase Shares at a discounted price on behalf of one (1) or more Eligible Employees and/or Eligible Trustees, subject to conditions established by EQR (which may include the condition that any such Eligible Employee has surrendered other similar opportunities to purchase Shares). If the Employer provides such opportunity, it will either sell such common Shares directly to the Funding Trustee or make cash contributions as necessary to permit the Funding Trustee to buy such Shares on the open market or from other sources. The Plan Administrator may impose restrictions on the purchase of Shares in accordance with the Securities Act of 1933, the Securities Exchange Act of 1934 or any other applicable law. Shares may be purchased at a discounted price (or considered purchased at a discounted price) on a Participant's request pursuant to this Section on a quarterly basis.
Effective March 1, 2012 Participants shall not be permitted to purchase any additional EQR Shares. Any EQR Shares purchased prior to March 1, 2012 may be sold on behalf of a Participant through December 31, 2015. After December 31, 2015, no Participant may elect to
14
purchase or sell any EQR Shares held as investments for a Participant's Account and any EQR Shares held in a Participant's Account shall be distributed in kind.
(c)Subject to paragraph (a) above, a Participant may request that the Funding Trustee hold mutual funds (load or no-load) in such Participant's Account.
(d)Expense charges for transactions performed for each Participant's Account shall be paid from each respective Account and will be listed on the quarterly statement for such Account. Other Plan charges and administrative expenses will be paid by the Employer.
(e)Notwithstanding anything in this Plan to the contrary, no Participant's investments in Share Units shall be increased or decreased through the discretionary action of a Participant or the Funding Trustee during either:
(i) | lockout periods established by EQR in connection with the quarterly release of earnings results; or |
(ii) | blackout periods (periods during which Participants may not provide investment direction, other than lockout periods established by EQR in connection with the quarterly release of earnings results) with respect to the Equity Residential Advantage Retirement Savings Plan. |
(f)Subject to paragraph (a) above, a Participant may request that different Sub-Accounts hold different mutual funds or other investments.
15
ARTICLE 6
VESTING
6.1General
Except as otherwise provided with respect to an Employer Contribution, a Participant shall at all times have a fully vested and non-forfeitable right to all Elective Deferrals and Share Deferrals credited to his or her Account, adjusted for income, gain and loss attributable thereto.
ARTICLE 7
PAYMENTS
7.1Election as to Time and Form of Payment
(a)Subject to the limitations of this Article 7, a Participant may specify on the Participant's initial Enrollment Form the distribution date at which each of the Participant's Sub-Accounts will be paid or commence to be paid to the Participant. Such commencement date for the Participants Separation Sub-Account may be the Participant's Separation from Service or any January 1 following the Participants Separation from Service.
(b)The Participant's election with respect to the distribution of the Participants Separation Sub-Account under this Section 7.1 may provide for payments to be made in the form of:
(i) | A single lump-sum payment; |
(ii) | Annual installments over a period elected by the Participant of up to ten (10) years, the amount of each installment to equal the then balance of the Account divided by the number of installments remaining to be paid; or |
16
(iii) | a combination of (i) and (ii). |
All distributions must be completed within ten (10) years of the Participant's Separation from Service. To the extent than a Restricted Share vests after a Participants Separation from Service, the Participant shall receive the portion of the Participants Account attributable to such Restricted Share on the later of the date such amount would otherwise be paid or the date such Restricted Share vests.
(c)A Participant may elect to distribute an In-Service Sub-Account under this Section 7 in any Plan Year which is at least two years after the year in which deferrals are first made to such Sub-Account. Distribution of any Participants In-Service Sub-Account under this Section 7 shall be made at the Participants election in a lump sum or in installments over a period of up to 4 years. Notwithstanding any election made pursuant to this section 7 (but subject to Section 7.1 in the case of a Specified Employee) all In-Service Sub-Accounts, other than those payable in installments where installment payments have already commenced, shall be distributed in the manner specified with respect to the Participants Retirement Sub-Account.
(d)A Participant may change a date and/or form elected for distribution pursuant to paragraphs (a), (b) and (c); provided that (i) the change is filed with the Plan Administrator at least one year before the date on which the previously elected distribution date occurs; (ii)�the new distribution date and/or form does not take effect for a year after the new election is made; and (iii) the first distribution under the new election occurs no earlier than 5 years after the date on which the distribution would otherwise have occurred.
(e)Except as provided in Sections 7.2, 7.3 and 7.4, payments from a Participant's Account shall be made in accordance with the Participant's elections under this
17
Section 7.1. If no election is made by a Participant with respect to all or a part of a Participant's Deferrals, or an election is invalid, distribution shall be made in a single lump sum upon the Participant's Separation form Service.
(f)Payments from a Participant's Account shall be in cash or in kind (comprising assets of the Funding Trust), as determined by the Funding Trustee except that all EQR Shares held in a Participant's Account on December 31, 2015 shall be distributed in kind. The Funding Trustee may (but is not required to) consider the Employer's or a Participant's preferences when determining the form in which payment is made from the Participant's Account.
(g)Notwithstanding any provision of this Plan to the contrary, no payments to a Specified Employee shall be made during the 6 months after such Specified Employee's Separation from Service unless the Separation from service is due to death. Any payments deferred pursuant to this Section�7.1(g) shall be paid immediately following the end of such 6 month period
(h)Notwithstanding any provision in this Plan to the contrary, if the Participant's Account is less than the applicable dollar amount under Code Section 402(g) at the time of the Participant's Separation from Service, the Participant shall receive the value of his Account in the form of a lump sum distribution.
(i)All Participants will be provided with a one time opportunity, pursuant to the transitional rules issued by the IRS pursuant to Code Section 409A, to change the form and timing of the distribution of their Accounts, including the opportunity to receive a lump sum distribution of all or a part of their deferrals through December 31, 2008, prior to December 31, 2008 without satisfying the requirements of Section 7.1(d).
18
7.2Separation from Service
Upon a Participant's Separation from Service for any reason other than death, the vested portion of the Participant's Account shall be paid to the Participant according to the Participant's distribution election.
7.3Death
(a)If a Participant dies prior to the complete distribution of his or her Account, the vested portion of the Participant's Account shall be paid to the Participant's designated beneficiary or beneficiaries, according to the Participant's distribution election.
(b)A Participant may designate a beneficiary by notifying the Plan Administrator in writing, at any time before Participant's death, on a form prescribed by the Plan Administrator for that purpose. A Participant may revoke any beneficiary designation or designate a new beneficiary at any time without the consent of a beneficiary or any other person. If no beneficiary is designated or no designated beneficiary survives the Participant, payment shall be made to the Participant's surviving spouse, or, if none, to the Participant's issue per stirpes, in a single payment. If no spouse or issue survives the Participant, payment shall be made in a single lump sum to the Participant's estate.
7.4Withdrawal Due to Unforeseeable Emergency
If a Participant experiences an Unforeseeable Emergency, the Plan Administrator, in its sole discretion, may pay to the Participant only that portion, if any, of the vested portion of such Participant's Account which the Plan Administrator determines is necessary to satisfy the emergency need, including any amounts necessary to pay any federal, state or local income taxes
19
reasonably anticipated to result from the distribution. A Participant requesting an emergency payment shall apply for the payment in writing using a form prescribed by the Plan Administrator for that purpose and shall provide such additional information as the Plan Administrator may require including the Sub-Account from which the distribution is to be made. A Participant receiving a withdrawal under this Section 7.4 shall be suspended from making Elective Deferrals under the Plan for the balance of the Plan Year of the withdrawal and for the next following Plan Year.
7.5Taxes
Income taxes and other taxes payable with respect to an Account shall be deducted from such Account. All federal, state or local taxes that the Plan Administrator determines are required to be withheld from any payments made pursuant to this Article 7 shall be withheld.
ARTICLE 8
PLAN ADMINISTRATOR
8.1Plan Administration and Interpretation
The Plan Administrator shall oversee the administration of the Plan. Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Plan Administrator shall have complete discretion to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing
20
evidence that the Plan Administrator acted arbitrarily and capriciously. Any individual(s) serving as Plan Administrator who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Employer or the Funding Trustee. The Plan Administrator shall have the responsibility for complying with any reporting and disclosure requirements of ERISA.
8.2Powers, Duties, Procedures, Etc.
The Plan Administrator shall have such powers and duties, may adopt such rules and tables, may act in accordance with such procedures, may appoint such officers or agents, may delegate such powers and duties, may receive such reimbursements and compensation, may determine fees to be paid by Participants in connection with Plan administration, and shall follow such claims and appeal procedures with respect to the Plan as the Plan Administrator may establish.
8.3Information
To enable the Plan Administrator to perform its functions, the Employer shall supply full and timely information to the Plan Administrator on all matters relating to the compensation of Participants, their employment, retirement, death, termination of employment, and such other pertinent facts as the Plan Administrator may require.
8.4Indemnification of Plan Administrator
EQR agrees to indemnify and to defend to the fullest extent permitted by law any officer(s) or employee(s) who serve as Plan Administrator (including any such individual who formerly
21
served as Plan Administrator) against all liabilities, damages, costs and expenses (including reasonable attorneys' fees and amounts paid in settlement of any claims approved by EQR in writing in advance) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.
ARTICLE 9
CLAIMS PROCEDURES
A Participant, beneficiary or an authorized representative (a "claimant") shall make all claims for benefits under the Plan in writing addressed to the Administrator at the address of the Company. Each claim shall be reviewed by the Administrator within a reasonable time after it is submitted, but in no event longer than ninety (90) days after it is received by the Administrator. If a claim is wholly or partially denied, the claimant shall be sent written notice of such fact. If a decision on a claim cannot be rendered by the Administrator within the ninety (90) day period, the Administrator may extend the period in which to render the decision up to one hundred eighty (180) days after receipt of the written claim. The denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason(s) for the adverse determination, (b) reference to the specific Plan provisions on which the adverse determination is based, (c) a description of any additional material information necessary for the claim to be granted and an explanation of why such information is necessary, and (d) a description of the Plan's claim review procedures, the time limits under the procedures and a statement regarding the claimant's right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974 ("ERISA") following an adverse benefit determination on appeal.
Within sixty (60) days after receipt by the claimant of written notice of the denial, the
22
claimant or his duly authorized representative may appeal such denial by filing a written application for review with the Administrator at the address of the Company. Each such application shall state the grounds upon which the claimant seeks to have the claim reviewed. The claimant or his representative may request access to all pertinent documents relative to the claim for the purpose of preparing the application. The Administrator will then review the decision and notify the claimant in writing of the result within sixty (60) days of receipt of the application for review. The sixty (60) day period may be extended if specific circumstances require an extension of time for processing, in which case the decision shall be rendered as soon as possible, but no later than one hundred twenty (120) days after receipt of the application for review. The appeal denial notice, which shall be written in a manner calculated to be understood by the claimant, shall contain (a) the specific reason or reasons for the adverse determination, (b) reference to the specific Plan provisions on which the adverse determination is based, (c) a statement that the claimant is entitled to receive, upon written request and free of charge, access to and copies of all documents, records and other information relevant to the benefit claim, and (d) a statement regarding the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.
ARTICLE 10
AMENDMENT AND TERMINATION
10.1Amendment
EQR shall have the right to amend the Plan from time to time, subject to Section 10.3 and 10.4, by an instrument in writing which has been executed on its behalf by a duly authorized officer.
23
10.2Termination of Plan
The Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between an Employer and any Eligible Employee (or any other employee) or any Eligible Trustee, a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee (or other employee) or any Eligible Trustee. EQR reserves the right to terminate the Plan at any time, subject to Section 10.3, by an instrument in writing which has been executed on its behalf by a duly authorized officer. Upon termination, EQR may (a) elect to continue to maintain the Funding Trust to pay benefits hereunder as they become due as if the Plan had not terminated or (b) direct the Funding Trustee to pay promptly to Participants (or their beneficiaries) the vested balance of their Accounts. For purposes of the preceding sentence, in the event clause (b) is implemented, the Account balance of all Participants who are in the employ of an Employer at the time the Funding Trustee is directed to pay such balances shall become fully vested and nonforfeitable. After Participants and their beneficiaries are paid all Plan benefits to which they are entitled, all remaining assets of the Funding Trust attributable to Participants who terminated employment with the Employers prior to termination of the Plan and who were not fully vested in their Accounts under Article 6 at that time shall be returned to the Employers.
10.3Existing Rights
No amendment or termination of the Plan shall adversely affect the rights of any Participant with respect to amounts that have been credited to his or her Account prior to the date of such amendment or termination.
24
10.4409A
No amendment or termination of the Plan shall cause the Plan to violate Code Section 409A.
ARTICLE 11
MISCELLANEOUS
11.1No Funding
The Plan constitutes a mere promise by the Employers to make payments in accordance with the terms of the Plan and Participants and beneficiaries shall have the status of general unsecured creditors of the Employers. Nothing in the Plan will be construed to give any employee or any other person rights to any specific assets of an Employer or of any other person. In all events, it is the intent of the Employers that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA. Subject to the foregoing, EQR shall have the authority to establish and maintain a grantor trust for the purpose of providing benefits under the terms of the Plan.
11.2Non-assignability
None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of any Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of such Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he or she may expect to receive, contingently or otherwise under the Plan.
Notwithstanding the foregoing, a domestic relations order, as defined in Code Section
25
414(p)(1)(B), may provide that a Participants rights with respect to all or a part of the Participant's Account are transferred to a alternate payee. Such domestic relations order may provide that payments to the alternate payee will be accelerated and that such payments will be paid in a different form than the form elected by the Participant, so long as the form is permitted by the Plan
11.3Limitation of Participant's Rights
Nothing contained in the Plan shall confer upon any person a right to be employed or to continue in the employ of an Employer or on the Board of Trustees of EQR, or interfere in any way with the right of an Employer to terminate the employment of a Participant in the Plan at any time, with or without cause.
11.4Participants Bound
Any action with respect to the Plan taken by the Plan Administrator or the Funding Trustee or any action authorized by or taken at the direction of the Plan Administrator, an Employer or the Funding Trustee shall be conclusive upon all Participants and beneficiaries entitled to benefits under the Plan.
11.5Receipt and Release
Any payment to any Participant or beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employers, the Plan Administrator and the Funding Trustee under the Plan, and the Plan Administrator may require such Participant or beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect. If any Participant or beneficiary is determined by the Plan
26
Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit without responsibility on the part of the Plan Administrator, the Employers or the Funding Trustee to follow the application of such funds.
11.6Governing Law
The Plan shall be construed, administered, and governed in all respects under and by the laws of the State of Illinois to the extent not superseded by federal law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.
11.7Headings and Subheadings
Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.
EXECUTED, on behalf of EQR, this 17th day of September, 2014.
EQUITY RESIDENTIAL
By: /s/ Catherine Carraway
Catherine Carraway
First VP, HR Operations
27
Exhibit 12
| � | EQUITY RESIDENTIAL ERP OPERATING LIMITED PARTNERSHIP �Computation of Ratio of Earnings to Combined Fixed Charges ($ in thousands) | |||||||||||||||||||||||||||
| � | ||||||||||||||||||||||||||||
| � | ||||||||||||||||||||||||||||
| � | ||||||||||||||||||||||||||||
| � | Nine Months Ended September 30, | Year Ended December 31, | ||||||||||||||||||||||||||
| � | 2014 | 2013 | 2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||||||
| � | Income (loss) from continuing operations | $ | 301,598 | $ | (237,315 | ) | $ | (168,174 | ) | $ | 160,298 | $ | (72,941 | ) | $ | (204,152 | ) | $ | (185,089 | ) | ||||||||
| � | Interest expense incurred, net | 347,224 | 437,452 | 586,854 | 455,236 | 460,172 | 455,692 | 481,849 | ||||||||||||||||||||
| � | Amortization of deferred financing costs | 8,554 | 15,636 | 22,197 | 21,295 | 16,616 | 9,412 | 11,870 | ||||||||||||||||||||
| � | Earnings before combined fixed charges and preferred distributions | 657,376 | 215,773 | 440,877 | 636,829 | 403,847 | 260,952 | 308,630 | ||||||||||||||||||||
| � | Preferred Share/Preference Unit distributions | (3,109 | ) | (3,109 | ) | (4,145 | ) | (10,355 | ) | (13,865 | ) | (14,368 | ) | (14,479 | ) | |||||||||||||
| � | Premium on redemption of Preferred Shares/Preference Units | (5,152 | ) | |||||||||||||||||||||||||
| � | Preference Interest and Junior Preference Unit distributions | (9 | ) | |||||||||||||||||||||||||
| � | Earnings before combined fixed charges | $ | 654,267 | $ | 212,664 | $ | 436,732 | $ | 621,322 | $ | 389,982 | $ | 246,584 | $ | 294,142 | |||||||||||||
| � | ||||||||||||||||||||||||||||
| � | Interest expense incurred, net | $ | 347,224 | $ | 437,452 | $ | 586,854 | $ | 455,236 | $ | 460,172 | $ | 455,692 | $ | 481,849 | |||||||||||||
| � | Amortization of deferred financing costs | 8,554 | 15,636 | 22,197 | 21,295 | 16,616 | 9,412 | 11,870 | ||||||||||||||||||||
| � | Interest capitalized for real estate and unconsolidated entities under development | 38,140 | 32,946 | 47,321 | 22,509 | 9,108 | 13,008 | 34,859 | ||||||||||||||||||||
| � | Amortization of deferred financing costs for real estate under development | 152 | 152 | 2,768 | 3,585 | |||||||||||||||||||||||
| � | Total combined fixed charges | 393,918 | 486,186 | 656,524 | 499,040 | 485,896 | 480,880 | 532,163 | ||||||||||||||||||||
| � | Preferred Share/Preference Unit distributions | 3,109 | 3,109 | 4,145 | 10,355 | 13,865 | 14,368 | 14,479 | ||||||||||||||||||||
| � | Premium on redemption of Preferred Shares/Preference Units | 5,152 | ||||||||||||||||||||||||||
| � | Preference Interest and Junior Preference Unit distributions | 9 | ||||||||||||||||||||||||||
| � | Total combined fixed charges and preferred distributions | $ | 397,027 | $ | 489,295 | $ | 660,669 | $ | 514,547 | $ | 499,761 | $ | 495,248 | $ | 546,651 | |||||||||||||
| � | Ratio of earnings before combined fixed charges to total combined �����fixed charges (1) | 1.66 | 1.25 | |||||||||||||||||||||||||
| � | Ratio of earnings before combined fixed charges and preferred �����distributions to total combined fixed charges and preferred �����distributions (1) | 1.66 | 1.24 | |||||||||||||||||||||||||
(1) For the nine months ended September 30, 2013, the coverage deficiency approximated $273.5 million. For the years ended December 31, 2013, 2011, 2010 and 2009, the coverage deficiencies approximated $219.8 million, $95.9 million, $234.3 million and $238.0 million, respectively. All 2013 and prior year ratios have been reduced due to the disposition of properties which resulted in the inclusion of those properties in discontinued operations. The ratios have been further reduced due to non-cash depreciation expense and impairment charges and premiums on the redemption of Preferred Shares/Preference Units. The Company was in compliance with its unsecured public debt covenants for all periods presented.
Exhibit�31.1
Equity Residential
CERTIFICATIONS
I, David J. Neithercut, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Equity Residential; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules�13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November�6, 2014
/s/ David J. Neithercut | |
� | David J. Neithercut |
� | Chief Executive Officer |
�
Exhibit�31.2
Equity Residential
CERTIFICATIONS
I, Mark J. Parrell, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Equity Residential; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules�13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November�6, 2014
/s/ Mark J. Parrell | |
� | �����Mark J. Parrell |
� | �����Chief Financial Officer |
�
Exhibit 31.3
ERP Operating Limited Partnership
CERTIFICATIONS
I, David J. Neithercut, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November�6, 2014
/s/ David J. Neithercut | |
� | �����David J. Neithercut �����Chief Executive Officer of �����Registrant's General Partner |
� | |
�����������������������������������������������������������������������������������������������������������
Exhibit 31.4
ERP Operating Limited Partnership
CERTIFICATIONS
I, Mark J. Parrell, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of ERP Operating Limited Partnership; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November�6, 2014
/s/ Mark J. Parrell | |
� | �����Mark J. Parrell �����Chief Financial Officer of �����Registrant's General Partner |
� | |
����������������������������
Exhibit�32.1
Equity Residential
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
����������In connection with the Quarterly Report of Equity Residential (the Company ) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, David J. Neithercut, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ David J. Neithercut |
David J. Neithercut |
Chief Executive Officer |
November�6, 2014 |
�
Exhibit�32.2
Equity Residential
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
����������In connection with the Quarterly Report of Equity Residential (the Company ) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, Mark J. Parrell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Mark J. Parrell |
Mark J. Parrell |
Chief Financial Officer |
November�6, 2014 |
�
Exhibit 32.3
ERP Operating Limited Partnership
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ERP Operating Limited Partnership (the "Operating Partnership ) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, David J. Neithercut, Chief Executive Officer of Equity Residential, general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. |
/s/ David J. Neithercut
David J. Neithercut
Chief Executive Officer
of Registrants General Partner
November�6, 2014
Exhibit 32.4
ERP Operating Limited Partnership
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ERP Operating Limited Partnership (the "Operating Partnership ) on Form 10-Q for the period ending September�30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report ), I, Mark J. Parrell, Chief Financial Officer of Equity Residential, general partner of the Operating Partnership, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership. |
/s/ Mark J. Parrell
Mark J. Parrell
Chief Financial Officer
of Registrants General Partner
November�6, 2014
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