Mark J. Parrell
Analyst · Ross Nussbaum with UBS
Thanks, David. This morning, I'm really going to focus on 2 areas. First, our recent financing activity in our balance sheet, and as you can see from the release, we're very busy in that area this quarter, as well as our 2012 guidance. So we've been busy both refinancing our 2011 and early 2012 debt maturities and also lining up financing for our potential acquisition of an interest in Archstone. So the first thing we really needed to do is to address our 2011 and early 2012 debt maturities. Up until December of 2011, we had raised almost no money in the debt markets to finance 2011 debt maturities of about $1.1 billion, so we had some work to do. There were really 2 reasons for that. Our large cash balance through most of 2011, as David said, we were big net disposers early in 2011, and the existence of our interest rate hedges. So through the third quarter of '11, we were such a large net seller that the substantial excess cash we had, we invested temporarily in repaying our debt. As I said in my third quarter earnings call remarks, it was always our intention to reborrow these funds once acquisition activity caught up with dispositions. As I also said on the third quarter call, we expected a catch-up in investment activity to occur in the fourth quarter, and that indeed is what occurred. We also had about $750 million in interest rate hedges, which locked in a borrowing rate for us. So on to the specifics. We did $1 billion unsecured notes offering in early December 2011. These notes mature December 15, 2021. They have a coupon rate of 4.625% and an all-in effective rate of about 6.2%. And that includes the effective fees and interest rate hedges. And really most of that difference between the 4.625% and the 6.2% is the amortization of the $150 million in swap termination costs that the company incurred. So we were very pleased with how the fixed income offering went. We had a terrific response from our investors. We had over $3 billion in solid demand, and that allowed us to substantially tighten the spread and increase the size of the offering. The remaining proceeds from this offering, which sit now on our balance sheet in cash, will be used to repay the $250 million in unsecured debt that matures in March of 2012. And this prefunding will lower 2012 Normalized FFO by about $0.01. Now just a comment on the ATM . As many of you know, we use the ATM primarily to fund our normal investment activity, including our increased development activity. So we did access the ATM program in the fourth quarter. We issued about 828,000 common shares at an average price of $57.31 per share for total consideration of approximately $47.4 million. And we did access the ATM again in January 2012. We issued about 201,000 common shares at an average price of $57.87 per share for total consideration of $11.6 million. And there is no other ATM activity contemplated in our 2012 guidance. And now just a bit of background on how we thought about financing the Archstone acquisition. In December when we made our offer, we created a situation where we needed to have substantial and certain liquidity available if we were successful, but we did not want to burden our balance sheet with the cash if we were not successful. In other words, we wanted certain but contingent capital. To accomplish this, we began by entering into $1 billion bridge loan, and that was done simultaneously with announcing the Archstone acquisition in early December. The bridge gets expensive the longer it stays outstanding, so we very quickly replaced the bridge with a $500 million expansion of our existing unsecured line of credit and a new $500 million delayed draw term loan, both of which are cost-effective, contingent and could be available to us, Archstone or not. So just a few points on the expanded revolver and the delayed draw term loan. The revolver expansion took our overall revolver size to $1.75 billion. It did not change our July 2014 maturity date or any of the other important terms in that facility. The cost in 2012 from the revolver expansion will be about $1.9 million, and that will reduce Normalized FFO. Now a comment on the delayed draw term loan, which is a very interesting and useful financial tool. It operates much like a bridge loan, except it's cheaper, more flexible and has a longer term. At any time up to July 4, 2012, the company can draw on the delayed draw term loan for any reason. The spread on it is 1.25% over LIBOR and that's based on the company's current credit rating. Our guidance assumes that we'll draw on this loan in July of this year, July of 2012, until we pay at par the existing $500 million term loan that matures in October 2012. And this is the only material debt activity that company is budgeting in 2012. Fees from the delayed draw term loan will be about $1.9 million in 2012 and will reduce Normalized FFO. And I just want to express the company's appreciation for the overwhelming support we received from our bank group in the revolver syndication process and the delayed draw term loan syndication process. Both transactions were well oversubscribed. So with these financing activities, we created ample liquidity, not only for our normal investment activity and upcoming debt maturities, but also for our pursuit of an interest in Archstone. A few more notes on the balance sheet, and then I'll move on to guidance. In 2012, we expect to have free cash flow from operations of about $150 million. This is after capital expenditures, including rehab spending, and after payment of our expected higher dividend. David Neithercut mentioned that we could start up to $750 million in development deals in 2012. We expect to spend about $250 million on construction in 2012, including projects already in progress and projects slated to start. That $250 million amount does not include any yet-to-be-identified land acquisitions. We'll continue to be conservative in financing our development business. We'll use proceeds mostly from dispositions, free cash flow from operations and the ATM. This increase in development activity will result in an increase in capitalized interest, which I'll go over with you in a moment when we go through guidance. As of today, cash on hand including 10/31 escrow balances stands at about $375 million. The revolving line of credit has about $1.72 billion in capacity and the $500 million delayed draw term loan is undrawn. At the end of 2012, we expect to be on our line to the tune of about $200 million. So let's go through guidance here. Normalized FFO guidance range for 2012 is $2.68 to $2.78. The $2.73 midpoint would be a 12% increase over our 2011 results. As usual, the biggest driver is our same-store operations, and Fred Tuomi and David Santee have already capably described that. But that same-store line will generate about $0.28, we think, in incremental Normalized FFO. Our nonsame-store properties led about $0.04 more of FFO to our Normalized FFO to our 2012 numbers. Our interest expense is going to increase Normalized FFO by about $0.01, but there's a bit going on here and I just want to go through that. We will benefit from the $0.04 per share of higher capitalized interest due to this increased development activity that both I and David Neithercut have referred to. And we'll also have $0.04 of benefit from lower secured debt balances. Almost all the debt that was repaid in 2011 was secured debt. And that's going to be offset by about $0.06 per share of increased interest expense due to higher weighted average amounts of unsecured debt. So again, this prefunding activity, this $1 billion issuance is going to create a higher unsecured debt balance for us. It also includes the swap termination cost I referred to. And we're going to have $0.01 negative from these facility fees from the revolver and the expanded revolver and the new delayed draw term loan. So again, about $0.08 to the good and about $0.07 to the bad nets out to about $0.01 to the good on interest expense for 2012. The last big driver is share count dilution. We expect our average share count to be about 5 million shares higher in 2012 than 2011. This will cost us about a $0.03 drag on Normalized FFO. This is mostly a result of employee stock option exercises in 2011, getting the share count for a full year in 2012, as well as expected 2012 employee stock option activity. We also expect to issue 1 million operating partnership units, which count as shares, of course, in our share count in connection with the planned 2012 acquisition, and all of that is in our guidance right now. A relatively small amount, about $0.01 negative of the $0.03 negative is the result of issuance that has already occurred on our ATM. As I said previously, no further ATM activity is contemplated in our guidance. Just a reminder, all the numbers I've just gone through are on a Normalized FFO basis. Our guidance on Page 27 in the press releases is also on a Normalized FFO basis only. And on Page 28, we gave you all the information you need to reconcile Normalized FFO to either FFO as defined by NAREIT or to EPS. And finally, let me just reiterate that our earnings per share guidance, FFO guidance and Normalized FFO guidance assume no impact, positive or negative, from Archstone. Further, because our Normalized FFO definition is designed to eliminate noncomparable items, things like pursuit cost and break-up fees will not be included in our Normalized FFO guidance or results in any event. Now I'll finish up with capital expenditures. So guidance for total capital expenditures in 2012 is $850 per same-store unit without rehabs and about $1,225 including rehabs. And in 2011, we spent about $850 per same-store unit without rehabs and we spent about $1,200 when we included rehabs, so a slight increase this year. And details on all of our capital expenditures are on Page 24. We rehabbed about 5,400 units in 2011, and we expect to rehab about 4,700 units in 2012. In 2012, we expect to spend about $8,300 per unit rehab, and that's up about $1,300 from the $7,000 we spent per unit in 2011. We're going to be doing more rehabs this year in higher cost markets like New York, and we'll be replacing carpet with more costly hard surface flooring, which we believe in the future will lower our replacement costs. Now I'll turn the call back over to David Neithercut.