Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
Commission file number 1-12672
AVALONBAY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland | 77-0404318 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
Ballston Tower
671 N. Glebe Rd, Suite 800
Arlington, Virginia 22203
(Address of principal executive offices, including zip code)
(703) 329-6300
(Registrant’s telephone number, including area code)
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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(Title of each class) | (Name of each exchange on which registered) |
Common Stock, par value $.01 per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer ý Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No ý
The aggregate market value of the registrant's Common Stock, par value $.01 per share, held by nonaffiliates of the registrant, as of June 30, 2018 was $23,656,288,475.
The number of shares of the registrant's Common Stock, par value $.01 per share, outstanding as of January 31, 2019 was 138,508,567.
Documents Incorporated by Reference
Portions of AvalonBay Communities, Inc.'s Proxy Statement for the 2019 annual meeting of stockholders, a definitive copy of which will be filed with the SEC within 120 days after the year end of the year covered by this Form 10-K, are incorporated by reference herein as portions of Part III of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of AvalonBay Communities, Inc. (the “Company”) for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on February 22, 2019 (the “Original Form 10-K”) is being filed for the sole purpose of updating the exhibits to the Original Form 10-K to include two previously-filed exhibits that were inadvertently omitted from the exhibit list for the Original Form 10-K as a result of an administrative error.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the disclosures in the Original Form 10-K, including the Company’s audited financial statements and related schedules and other disclosures, or the exhibits to the Original Form 10-K, nor does it reflect events occurring after the date and time of the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
15(a)(1) Financial Statements
See the Original Form 10-K
15(a)(2) Financial Statement Schedule
See the Original Form 10-K
15(a)(3) Exhibits |
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Exhibit No. | | | | Description |
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3(i).1 | | — | | |
3(i).2 | | — | | |
3(i).3 | | — | | |
3(ii).1 | | — | | |
3(ii).2 | | — | | |
3(ii).3 | | — | | |
4.1 | | — | | |
4.2 | | — | | |
4.3 | | — | | |
4.4 | | __ | | |
4.5 | | — | |
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4.6 | | — | |
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4.7 | | — | | |
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4.8 | | — | | |
10.1+ | | — | |
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10.2+ | | — | |
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10.3+ | | — | | |
10.4+ | | — | | |
10.5+ | | — | | |
10.6+ | | — | | |
10.7+ | | — | | |
10.8+ | | — | | |
10.9+ | | — | | |
10.10+ | | — | | |
10.11+ | | — | | |
10.12+ | | — | | |
10.13 | | — | | Fourth Amended and Restated Revolving Loan Agreement, dated as of January 14, 2016, among the Company, as Borrower, Bank of America, N.A., as administrative agent, an issuing bank and a bank, JPMorgan Chase Bank, N.A., as an issuing bank, a bank and a syndication agent, Wells Fargo Bank, N.A., as an issuing bank, a bank and a syndication agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and a syndicate of other financial institutions, serving as banks. (Incorporated by reference to Exhibit 1.1 to Form 8-K/A of the Company filed January 15, 2016.) |
10.14+ | | — | |
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10.15+ | | — | |
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10.16+ | | — | |
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10.17 | | — | |
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10.18 | | — | |
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10.19 | | — | |
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10.20 | | — | | |
10.21 | | — | | Term Loan Agreement, dated February 28, 2017, among the Company, as Borrower, PNC Bank, National Association, as Administrative Agent and a bank, The Bank of New York Mellon and Sun Trust Bank, each as Syndication Agent and a bank, and a syndicate of other financial institutions serving as banks. (Incorporated by reference to Exhibit 10.1 to Form 8-K of the Company filed February 28, 2017.)
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21.1 | | — | | |
23.1 | | — | | |
31.1 | | — | | |
31.2 | | — | | |
32 | | — | | |
101 | | — | | XBRL (Extensible Business Reporting Language). The following materials from AvalonBay Communities, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statements of equity, (iv) consolidated statements of cash flows and (v) notes to consolidated financial statements. (Incorporated by reference to Exhibit 101 to Form 10-K of the Company filed February 22, 2019.) |
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+ | Management contract or compensatory plan or arrangement required to be filed or incorporated by reference as an exhibit pursuant to Item 15(a)(3) of Form 10-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | AvalonBay Communities, Inc. |
Date: March 15, 2019 | | By: | | /s/ KEVIN P. O’SHEA |
| | | | Kevin P. O’Shea, Chief Financial Officer
(Principal Financial Officer) |