Preferred Apartment Communities, Inc. Reports Results for First Quarter Ended 2018

ATLANTA, April 30, 2018 /PRNewswire/ — Preferred Apartment Communities, Inc. (NYSE: APTS) (“we,” “our,” the “Company” or “Preferred Apartment Communities”) today reported results for the quarter ended March 31, 2018. Unless otherwise indicated, all per share results are reported based on the basic weighted average shares of Common Stock and Class A Units of the Company’s operating partnership (“Class A Units”) outstanding. See Definitions of Non-GAAP Measures.

“As we continue executing our strategy of property acquisitions, we are able to utilize our unique access to capital through the independent broker-dealer and registered investment advisory channels to issue our Series A Preferred Stock and mShares. These additional capital channels beyond the sale of our common stock give us a significant competitive advantage as we explore opportunities,” said Daniel M. DuPree, Preferred Apartment Communities’ Chairman and Chief Executive Officer.

Financial Highlights

Our operating results are presented below. Net income (loss) per share reflected gains on sales of real estate of approximately $1.14 per share for the first quarter 2017 and $0.52 per share for the first quarter 2018.

Three months ended March 31,

2018

2017

% change

Revenues (in thousands)

$

90,370

$

66,561

35.8

%

Per share data:

Net income (loss) (1)

$

(0.14)

$

0.54

FFO (2)

$

0.37

$

0.35

5.7

%

AFFO (2)

$

0.26

$

0.27

(3.7)

%

Dividends (3)

$

0.25

$

0.22

13.6

%

(1) Per weighted average share of Common Stock outstanding for the periods indicated.

(2) FFO and AFFO results are presented per weighted average share of Common Stock and Class A Unit in our Operating Partnership outstanding for the periods indicated. See Reconciliation of FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders and Definitions of Non-GAAP Measures.

(3)  Per share of Common Stock and Class A Unit outstanding.

  • For the first quarter 2018, our FFO payout ratio to Common Stockholders and Unitholders was approximately 68.5% and our FFO payout ratio (before the deduction of preferred dividends) to our preferred stockholders was approximately 57.0%.(A)
  • For the first quarter 2018, our AFFO payout ratio to Common Stockholders and Unitholders was approximately 96.7% and our AFFO payout ratio (before the deduction of preferred dividends) to our preferred stockholders was approximately 65.2%.(A)
  • For the first quarter 2018, our same store net operating income for our established multifamily communities increased 10.3% as compared to the first quarter 2017. (B)
  • At March 31, 2018, the market value of our common stock was $14.19. A hypothetical investment in our Common Stock in our initial public offering on April 5, 2011, assuming the reinvestment of all dividends and no transaction costs, would have resulted in an average annual return of approximately 17.3% through March 31, 2018.
  • As of March 31, 2018, our total assets were approximately $3.4 billion compared to approximately $2.5 billion as of March 31, 2017, an increase of approximately $851 million, or approximately 33.4%. This growth was driven primarily by the acquisition of 18 real estate properties (partially offset by the sale of two properties) and an increase of approximately $74.1 million in the funded amount of our real estate loan investment portfolio since March 31, 2017.
  • As of March 31, 2018, the average age of our multifamily communities was approximately 5.6 years, which is one of the youngest in the multifamily REIT industry.
  • Approximately 89.1% of our permanent property-level mortgage debt has fixed interest rates or has variable interest rates which are capped. We believe we are well protected against potential increases in market interest rates.
  • At March 31, 2018, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 53.9%.
  • Cash flow from operations for the quarter ended March 31, 2018 was approximately $31.4 million, an increase of approximately $13.1 million, or 71.9%, compared to approximately $18.3 million for the quarter ended March 31, 2017.
  • For the quarter ended March 31, 2018, our physical occupancy for established multifamily communities was 95.1%.
  • On January 16, 2018, we closed on a real estate loan investment of up to $3.5 million in support of a mixed-use project in North Augusta, South Carolina. On February 13, 2018, we closed on a real estate loan investment of up to $137.6 million in support of a 551-unit multifamily community in San Jose, California.
  • On March 20, 2018, we sold our oldest multifamily community, Lake Cameron, which is located in Raleigh, North Carolina for approximately $43.5 million, which resulted in an average annual return of 19% from January 23, 2013, the date the property was acquired.
  • Remediation of property damages due to Hurricane Harvey at our Stone Creek multifamily community located in Port Arthur, Texas is progressing on schedule, and we anticipate full completion by May 2018. For the three-month period ended March 31, 2018, rental revenues decreased approximately $252,000 due to lost rents. During the first quarter, we received proceeds from our insurance company of $588,000 for lost rents, which has been reflected in income for the first quarter 2018. We expect to record a full recovery of the remainder of lost revenues upon settlement with our insurance carrier and receipt of funds later in 2018.

(A) We calculate the AFFO payout ratio to Common Stockholders as the ratio of Common Stock dividends and distributions to preferred stockholders to AFFO. We calculate the AFFO payout ratio to preferred stockholders as the ratio of Preferred Stock dividends to the sum of Preferred Stock dividends and AFFO. Since our operations resulted in a net loss from continuing operations for the periods presented, a payout ratio based on net loss is not calculable. See Definitions of Non-GAAP Measures.

(B) Same store net operating income is a non-GAAP measure. See Definitions of Non-GAAP Measures.

Acquisitions of Properties

During the first quarter 2018, we acquired the following properties:

Property

Location (MSA)

Units

Leasable
square feet

Multifamily communities:

The Lux at Sorrel

Jacksonville, FL

265

n/a

Green Park

Atlanta, GA

310

n/a

Office buildings:

Armour Yards

Atlanta, GA

n/a

187,000

Real Estate Assets

Owned as of
March 31, 2018

Potential additions
from real estate
loan investment
portfolio (1)

Potential total

Multifamily communities:

Properties

31

15

46

Units

9,768

4,378

14,146

Grocery-anchored shopping centers:

Properties

39

39

Gross leasable area (square feet)

4,055,714

4,055,714

Student housing properties:

Properties

4

6

10

Units

891

1,457

2,348

Beds

2,950

4,145

7,095

Office buildings:

Properties

5

5

Rentable square feet

1,539,000

1,539,000

(1)  We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio.

Subsequent to Quarter End

On April 11, 2018, we closed on a real estate loan and member loan investment of up to approximately $30.2 million in support of a proposed 302-unit multifamily community in Alexandria, Virginia.

On April 27, 2018, we acquired a grocery-anchored shopping center located in the Atlanta, Georgia MSA comprising 68,658 square feet of gross leasable area and a second grocery-anchored shopping center located in the Nashville, Tennessee MSA comprising 70,203 square feet of gross leasable area.

On April 29, 2018, our board of directors declared a quarterly dividend on our Common Stock of $0.255 per share, payable on July 16, 2018 to stockholders of record on June 15, 2018.

Multifamily Established Communities Financial Data

The following chart presents same store operating results for the Company’s established communities. Effective with the fourth quarter 2017, we define our population of established communities as those that have been stabilized for at least three consecutive months and that have been owned for at least 15 full months as of the end of the first quarter of each year, enabling comparisons of the current year quarterly and annual reporting periods to the prior year comparative periods. The Company excludes the operating results of properties for which construction of adjacent phases has commenced and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period. For the periods presented, same store operating results consist of the operating results of the following multifamily established communities:

Stoneridge Farms at Hunt Club

Overton Rise

Avenues at Cypress

Vineyards

Aster at Lely

Avenues at Northpointe

McNeil Ranch

Venue at Lakewood Ranch

Stone Rise

Citi Lakes

Lenox Portfolio

Sorrel

Same store net operating income is a non-GAAP measure that is most directly comparable to net income (loss), with a reconciliation following below.

Multifamily Established Communities’ Same Store Net Operating Income

Three months ended:

(in thousands)

3/31/2018

3/31/2017

$ change

% change

Revenues:

Rental revenues

$

13,412

$

12,990

$

422

3.2

%

Other property revenues

1,458

1,390

68

4.9

%

Total revenues

14,870

14,380

490

3.4

%

Operating expenses:

Property operating and maintenance

1,839

1,865

(26)

(1.4)

%

Payroll

1,148

1,229

(81)

(6.6)

%

Property management fees

599

577

22

3.8

%

Real estate taxes

2,181

2,382

(201)

(8.4)

%

Other

610

627

(17)

(2.7)

%

Total operating expenses

6,377

6,680

(303)

(4.5)

%

Same store net operating income

$

8,493

$

7,700

$

793

10.3

%

Real estate taxes for same store established communities fell 8.4% for the first quarter 2018 versus 2017 due to successful appeals for 2017 which, along with guidance from our real estate tax consultants, resulted in downward adjustments to some of our 2018 estimates.

Reconciliation of Multifamily Established Communities’ Same Store Net Operating Income (NOI) to Net
Income (Loss)

Three months ended:

(in thousands)

3/31/2018

3/31/2017

Same store net operating income

$

8,493

$

7,700

Add:

Non-same-store property revenues

60,936

39,419

Less:

Non-same-store property operating expenses

21,641

14,586

Property net operating income

47,788

32,533

Add:

Interest revenue on notes receivable

10,300

7,948

Interest revenue on related party notes receivable

4,265

4,814

Less:

Equity stock compensation

1,135

873

Depreciation and amortization

40,616

24,826

Interest expense

20,968

15,009

Acquisition costs

9

Management fees

6,241

4,513

Insurance, professional fees and other

704

903

Gain on sale of real estate

20,354

30,724

Contingent asset management and general and administrative expense fees

(1,220)

(175)

Net income (loss)

$

14,263

$

30,061

Capital Markets Activities

During the first quarter 2018, we issued and sold an aggregate of 98,195 Units from our offering of up to 1,500,000 Units, with each Unit consisting of one share of Series A Redeemable Preferred Stock and one Warrant to purchase up to 20 shares of Common Stock (the “$1.5 Billion Series A Unit Offering”), resulting in net proceeds of approximately $88.4 million after commissions and other fees. In addition, during the first quarter 2018, we issued approximately 527,000 shares of Common Stock pursuant to the exercise of warrants issued under our Series A Preferred Stock offering, resulting in aggregate gross proceeds of approximately $7.2 million.

During the first quarter 2018, we issued and sold an aggregate of 5,209 shares of Series M Redeemable Preferred Stock (“mShares”), resulting in net proceeds of approximately $5.1 million after dealer manager fees.

Our outstanding shares of Common Stock totaled approximately 39.2 million shares at March 31, 2018. The market value of our Common Stock was $14.19 per share on March 31, 2018 versus $13.21 on March 31, 2017. Our total equity book value increased 40.7% to approximately $1.4 billion at March 31, 2018 from $967.3 million at March 31, 2017.

Dividends

Quarterly Dividends on Common Stock and Class A OP Units

On February 1, 2018, we declared a quarterly dividend on our Common Stock of $0.25 per share for the first quarter 2018. This represents a 13.6% increase in our common stock dividend from our first quarter 2017 common stock dividend of $0.22 per share, and an annualized dividend growth rate of 14.9% since June 30, 2011, the first quarter end following our initial public offering in April 2011. The first quarter dividend was paid on April 16, 2018 to all stockholders of record on March 15, 2018. In conjunction with the Common Stock dividend, the Company’s operating partnership declared a distribution on its Class A Units of $0.25 per unit for the first quarter 2018, which was paid on April 16, 2018 to all Class A Unit holders of record as of March 15, 2018.

Monthly Dividends on Preferred Stock

We declared and paid monthly dividends of $5.00 per share on our Series A Redeemable Preferred Stock, which totaled approximately $19.2 million for the quarter ended March 31, 2018 and represent a 6% annual yield. We declared and paid dividends totaling approximately $270,000 on our Series M Redeemable Preferred Stock, or mShares, for the quarter ended March 31, 2018. The mShares have an escalating dividend rate from 5.75% in year one of issuance to 7.50% in year eight and thereafter.

Conference Call and Supplemental Data

We will hold our quarterly conference call on Tuesday, May 1, 2018 at 11:00 a.m. Eastern Time to discuss our first quarter 2018 results. To participate in the conference call, please dial in to the following:

Live Conference Call Details
Domestic Dial-in Number: 1-(844) 890-1791
International Dial-in Number: 1-(412) 380-7408
Company: Preferred Apartment Communities, Inc.
Date: Tuesday, May 1, 2018
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)

The live broadcast of our first quarter 2018 conference call will be available online, on a listen-only basis, at our website, www.pacapts.com, under “Investors” and then click on the “Upcoming Events” link. A replay of the call will be archived on under the Investors/Audio Archive section.

2018 Guidance:

Net income (loss) per share –  We are actively adding properties and real estate loan investments to our real estate portfolio and the specific timing of the closing of acquisitions is difficult to predict. Acquisition activity by its nature can cause material variation in our reported depreciation and amortization expense and interest income. Since net income (loss) per share is calculated net of depreciation and amortization expense, our net income (loss) results can fluctuate, possibly significantly, depending upon the timing of the closing of acquisitions. For this reason, we are unable to reasonably forecast this measure or provide a reconciliation of our projected FFO per share to this measure.

FFO per share  –   We currently project FFO to be in the range of $1.43$1.47 per share for the full year 2018.

Revenue We currently project total revenues to be in the range of $400 million$440 million for the full year 2018.

Common Stock dividends We currently expect to increase our Common Stock dividend by an aggregate of at least 10% during 2018 as compared to 2017.

AFFO and FFO are calculated after deductions for all preferred stock dividends. Reconciliations of net income (loss) attributable to common stockholders to FFO and AFFO for the three-month periods ended March 31, 2018 and 2017 appear in the attached report, as well as on our website using the following link:

http://investors.pacapts.com/download/1Q18_Earnings_and_Supplemental_Data.pdf

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  Estimates of future earnings, guidance, goals and performance are, by definition, and certain other statements in this Earnings Release and Supplemental Financial Data Report may constitute, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, achievements or transactions to be materially different from the results, guidance, goals, performance, achievements or transactions expressed or implied by the forward-looking statements.  Factors that impact such forward-looking statements include, among others, our business and investment strategy; legislative or regulatory actions; the state of the U.S. economy generally or in specific geographic areas; economic trends and economic recoveries; changes in operating costs, including real estate taxes, utilities and insurance costs; our ability to obtain and maintain debt or equity financing; financing and advance rates for our target assets; our leverage level; changes in the values of our assets; the occurrence of natural or man-made disasters; availability of attractive investment opportunities in our target markets; our ability to maintain our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes; our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended; availability of quality personnel; our understanding of our competition and market trends in our industry; and interest rates, real estate values, the debt securities markets and the general economy.

Except as otherwise required by the federal securities laws, we assume no liability to update the information in this Earnings Release and Supplemental Financial Data Report.

We refer you to the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2017 that was filed with the Securities and Exchange Commission, or SEC, on March 1, 2018, which discuss various factors that could adversely affect our financial results. Such risk factors and information may be updated or supplemented by our Form 10-K, Form 10-Q and Form 8-K filings and other documents filed from time to time with the SEC.

Additional Information

The SEC has declared effective the registration statement filed by the Company for each of the offerings to which this communication may relate. Before you invest, you should read the final prospectus, and any prospectus supplements, forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering to which this communication may relate. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement to which this communication may relate. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or its dealer manager, Preferred Capital Securities, LLC, with respect to the mShares Offering and the $1.5 Billion Unit Offering, and JonesTrading Institutional Services LLC, with respect to the Common Stock ATM Offering, will arrange to send you a prospectus if you request it by contacting Leonard A. Silverstein at (770) 818-4100, 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.

The prospectus supplement for the Common Stock ATM Offering, dated July 10, 2017, including a base prospectus, dated May 17, 2016, can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1481832/000148183217000110/atmprospectusspring2017.htm

The final prospectus for the mShares Offering, dated January 19, 2017, can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1481832/000148183217000008/a424prospectus-mshares1.htm

The final prospectus for the $1.5 Billion Unit Offering, dated March 16, 2017, can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1481832/000148183217000061/a424prospectus-15bseriesar.htm

Preferred Apartment Communities, Inc.

Consolidated Statements of Operations

(Unaudited)

Three months ended March 31,

(In thousands, except per-share figures)

2018

2017

Revenues:

Rental revenues

$

64,077

$

45,363

Other property revenues

11,728

8,436

Interest income on loans and notes receivable

10,300

7,948

Interest income from related parties

4,265

4,814

Total revenues

90,370

66,561

Operating expenses:

Property operating and maintenance

8,805

6,539

Property salary and benefits

3,899

3,028

Property management fees

2,756

1,902

Real estate taxes

9,975

7,904

General and administrative

1,841

1,505

Equity compensation to directors and executives

1,135

873

Depreciation and amortization

40,616

24,826

Acquisition and pursuit costs

9

Asset management and general and administrative expense

fees to related party

6,241

4,513

Insurance, professional fees, and other expenses

1,445

1,291

Total operating expenses

76,713

52,390

Contingent asset management and general and administrative

expense fees

(1,220)

(175)

Net operating expenses

75,493

52,215

Operating income

14,877

14,346

Interest expense

20,968

15,009

Net income (loss) before gain on sale of real estate

(6,091)

(663)

Gain on sale of real estate

20,354

30,724

Net income

14,263

30,061

Consolidated net (income) attributable to non-controlling interests

(380)

(999)

Net income attributable to the Company

13,883

29,062

Dividends declared to preferred stockholders

(19,517)

(14,386)

Earnings attributable to unvested restricted stock

(2)

(1)

Net (loss) income attributable to common stockholders

$

(5,636)

$

14,675

Net (loss) income per share of Common Stock available to common stockholders,

basic and diluted

$

(0.14)

$

0.54

Dividends per share declared on Common Stock

$

0.25

$

0.22

Weighted average number of shares of Common Stock outstanding,

basic and diluted

39,098

26,936

Reconciliation of FFO and AFFO

to Net (Loss) Income Attributable to Common Stockholders (A)

Three months ended March 31,

(In thousands, except per-share figures)

2018

2017

Net (loss) income attributable to common stockholders (See note 1)

$

(5,636)

$

14,675

Add:

Depreciation of real estate assets

27,712

18,131

Amortization of acquired real estate intangible assets and deferred leasing costs

12,591

6,532

Income attributable to non-controlling interests (See note 2)

380

999

Less:

Gain on sale of real estate

(20,354)

(30,724)

FFO

14,693

9,613

Add:

Acquisition and pursuit costs

9

Loan cost amortization on acquisition term note (See note 3)

25

27

Amortization of loan coordination fees paid to the Manager (See note 4)

476

356

Mortgage loan refinancing and extinguishment costs

41

Insurance recovery in excess of weather-related property operating losses  (See note 5)

(260)

Non-cash equity compensation to directors and executives

1,135

873

Amortization of loan closing costs (See note 6)

1,045

798

Depreciation/amortization of non-real estate assets

313

163

Net loan fees received (See note 7)

800

Accrued interest income received (See note 8)

1,343

2,524

Deemed dividends from cash redemptions of preferred stock

318

Non-cash dividends on Series M Preferred Stock

106

Amortization of lease inducements (See note 9)

257

Less:

Non-cash loan interest income (See note 8)

(4,932)

(4,299)

Cash paid for loan closing costs

(391)

Amortization of acquired above and below market lease intangibles

and straight-line rental revenues (See note 10)

(3,189)

(1,817)

Amortization of deferred revenues (See note 11)

(497)

Normally recurring capital expenditures and leasing costs (See note 12)

(874)

(846)

AFFO

$

10,409

$

7,401

Common Stock dividends and distributions to Unitholders declared:

Common Stock dividends

$

9,802

$

5,971

Distributions to Unitholders (See note 2)

268

198

Total

$

10,070

$

6,169

Common Stock dividends and Unitholder distributions per share

$

0.25

$

0.22

FFO per weighted average basic share of Common Stock and Unit outstanding

$

0.37

$

0.35

AFFO per weighted average basic share of Common Stock and Unit outstanding

$

0.26

$

0.27

Weighted average shares of Common Stock and Units outstanding: (A)

Basic:

Common Stock

39,098

26,936

Class A Units

1,070

926

Common Stock and Class A Units

40,168

27,862

Diluted Common Stock and Class A Units (B)

41,226

28,786

Actual shares of Common Stock outstanding, including 6 and 8 unvested shares

 of restricted Common Stock at March 31, 2018 and 2017, respectively

39,215

27,193

Actual Class A Units outstanding at March 31, 2018 and 2017, respectively.

1,070

903

Total

40,285

28,096

(A) Units and Unitholders refer to Class A Units in our Operating Partnership, or Class A Units, and holders of Class A Units, respectively. Unitholders include recipients of awards of Class B Units in our Operating Partnership, or Class B Units, for annual service which became vested and earned and automatically converted to Class A Units. Unitholders also include the entity that contributed the Wade Green grocery-anchored shopping center. The Class A Units collectively represent an approximate 2.66% weighted average non-controlling interest in the Operating Partnership for the three-month period ended March 31, 2018.

(B) Since our FFO and AFFO results are positive for the periods reflected above, we are presenting recalculated diluted weighted average shares of Common Stock and Class A Units for these periods for purposes of this table, which includes the dilutive effect of common stock equivalents from grants of the Class B Units, warrants included in units of Series A Preferred Stock issued, as well as annual grants of restricted Common Stock. The weighted average shares of Common Stock outstanding presented on the Consolidated Statements of Operations are the same for basic and diluted for any period for which we recorded a net loss available to common stockholders, excluding any gains from sales of real estate assets.

See Notes to Reconciliation of FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders.

Notes to Reconciliations of FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders

1)

Rental and other property revenues and property operating expenses for the quarter ended March 31, 2018 include activity for the two multifamily communities and one office building acquired during the quarter only from their respective dates of acquisition. In addition, the first quarter 2018 period includes a full quarter of activity for the six multifamily communities, eight grocery-anchored shopping centers, two student housing properties and one office building acquired during the second, third and fourth quarters 2017. Rental and other property revenues and expenses for the first quarter 2017 include activity for the acquisitions made during that period only from their respective dates of acquisition.

2)

Non-controlling interests in our Operating Partnership consisted of a total of 1,070,103 Class A Units as of March 31, 2018. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with the seller’s contribution to us on February 29, 2016 of the Wade Green grocery-anchored shopping center. The remaining Class A units were awarded primarily to our key executive officers. The Class A Units are apportioned a percentage of our financial results as non-controlling interests. The weighted average ownership percentage of these holders of Class A Units was calculated to be 2.67% and 3.32% for the three-month periods ended March 31, 2018 and 2017, respectively.

3)

We incurred loan closing costs for the $11 million term note, which we used to finance the acquisition of our Anderson Central grocery-anchored shopping center, and on our $200 million acquisition revolving credit facility, or Acquisition Facility, which is used to finance acquisitions of multifamily communities and student housing communities. The costs to establish these instruments were deferred and amortized over the lives of the instruments. The amortization expense of these deferred costs is an additive adjustment in the calculation of AFFO.

4)

As of January 1, 2016, we pay loan coordination fees to Preferred Apartment Advisors, LLC, our Manager, related to obtaining mortgage financing for acquired properties. Loan coordination fees were introduced to reflect the administrative effort involved in arranging debt financing for acquired properties. The portion of the loan coordination fees paid up until July 1, 2017 attributable to the financing were amortized over the lives of the respective mortgage loans, and this non-cash amortization expense is an addition to FFO in the calculation of AFFO. Beginning effective July 1, 2017, the loan coordination fee was lowered from 1.6%  to 0.6% of the amount of any mortgage indebtedness on newly-acquired properties or refinancing. All of the loan coordination fees paid to our Manager subsequent to July 1, 2017 are amortized over the life of the debt. At March 31, 2018, aggregate unamortized loan coordination fees were approximately $12.4 million, which will be amortized over a weighted average remaining loan life of approximately 10.5 years.

5)

We sustained weather-related operating losses due to Hurricane Harvey at our Stone Creek multifamily community during the first quarter 2018; these costs are added back to FFO in our calculation of AFFO. Included in these adjustments are the receipt from our insurance carrier during the first quarter 2018 of claims proceeds for lost rental revenues incurred during the third and fourth quarters of 2017 that totaled approximately $588,000, which was recognized in our statements of operations for the first quarter 2018.

6)

We incur loan closing costs on our existing mortgage loans, which are secured on a property-by-property basis by each of our acquired real estate assets, and also for occasional amendments to our syndicated revolving line of credit with Key Bank National Association, or our Revolving Line of Credit. On March 23, 2018, but effective April 13, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased from $150 million to $200 million. These loan closing costs are also amortized over the lives of the respective loans and the Revolving Line of Credit, and this non-cash amortization expense is an addition to FFO in the calculation of AFFO. Neither we nor the Operating Partnership have any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At March 31, 2018, aggregate unamortized loan costs were approximately $19.8 million, which will be amortized over a weighted average remaining loan life of approximately 7.9 years.

7)

We receive loan origination fees in conjunction with the origination of certain real estate loan investments. These fees are then recognized as revenue over the lives of the applicable loans as adjustments of yield using the effective interest method. The total fees received after the payment of loan origination fees to our Manager are additive adjustments in the calculation of AFFO. Correspondingly, the amortized non-cash income is a deduction in the calculation of AFFO. Over the lives of certain loans, we accrue additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold. This non-cash interest income is subtracted from FFO in our calculation of AFFO.

8)

This adjustment reflects the receipt during the periods presented of additional interest income (described in note 7 above) which was earned and accrued prior to those periods presented on various real estate loans.

9)

This adjustment removes the non-cash amortization of costs incurred to induce tenants to lease space in our office buildings and grocery-anchored shopping centers.

10)

This adjustment reflects straight-line rent adjustments and the reversal of the non-cash amortization of below-market and above-market lease intangibles, which were recognized in conjunction with our acquisitions and which are amortized over the estimated average remaining lease terms from the acquisition date for multifamily communities and over the remaining lease terms for grocery-anchored shopping center assets and office buildings. At March 31, 2018, the balance of unamortized below-market lease intangibles was approximately $39.0 million, which will be recognized over a weighted average remaining lease period of approximately 9.4 years.

11)

This adjustment removes the non-cash amortization of deferred revenue recorded by us in conjunction with Company-owned lessee-funded tenant improvements in our office buildings.

12)

We deduct from FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. This adjustment also deducts from FFO capitalized amounts for third party costs during the period to originate or renew leases in our grocery-anchored shopping centers and office buildings. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures. See Capital Expenditures, Grocery-Anchored Shopping Center Portfolio, and Office Buildings Portfolio sections for definitions of these terms.

See Definitions of Non-GAAP Measures.

Preferred Apartment Communities, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except per-share par values)

March 31, 2018

December 31, 2017

Assets

Real estate

  Land

$

422,361

$

406,794

  Building and improvements

2,146,135

2,043,853

  Tenant improvements

75,531

63,425

  Furniture, fixtures, and equipment

225,553

210,779

  Construction in progress

13,420

10,491

   Gross real estate

2,883,000

2,735,342

  Less: accumulated depreciation

(193,141)

(172,756)

   Net real estate

2,689,859

2,562,586

Real estate loan investments, net of deferred fee income

278,258

255,345

Real estate loan investments to related parties, net

134,786

131,451

   Total real estate and real estate loan investments, net

3,102,903

2,949,382

Cash and cash equivalents

19,711

21,043

Restricted cash

47,683

51,969

Notes receivable

12,174

17,318

Note receivable and revolving line of credit due from related party

28,020

22,739

Accrued interest receivable on real estate loans

29,693

26,865

Acquired intangible assets, net of amortization

100,276

102,743

Deferred loan costs on Revolving Line of Credit, net of amortization

1,578

1,385

Deferred offering costs

7,374

6,544

Tenant lease inducements, net

16,318

14,425

Tenant receivables and other assets

28,444

37,957

Total assets

$

3,394,174

$

3,252,370

Liabilities and equity

Liabilities

Mortgage notes payable, net of deferred loan costs

$

1,871,966

$

1,776,652

Revolving line of credit

13,200

41,800

Term note payable, net of deferred loan costs

10,994

Real estate loan investment participation obligation

10,798

13,986

Deferred revenue

31,053

27,947

Accounts payable and accrued expenses

33,053

31,253

Accrued interest payable

5,472

5,028

Dividends and partnership distributions payable

16,460

15,680

Acquired below market lease intangibles, net of amortization

38,991

38,857

Security deposits and other liabilities

12,349

9,407

Total liabilities

2,033,342

1,971,604

Commitments and contingencies

Equity

Stockholders’ equity

Series A Redeemable Preferred Stock, $0.01 par value per share; 3,050

   shares authorized; 1,348 and 1,250 shares issued; 1,313 and 1,222

shares outstanding at March 31, 2018 and December 31, 2017, respectively

13

12

Series M Redeemable Preferred Stock, $0.01 par value per share; 500

   shares authorized; 20 and 15 shares issued and outstanding

at March 31, 2018 and December 31, 2017, respectively

Common Stock, $0.01 par value per share; 400,067 shares authorized;

39,208 and 38,565 shares issued and outstanding at

March 31, 2018 and December 31, 2017, respectively

392

386

Additional paid-in capital

1,357,725

1,271,040

Accumulated earnings

4,449

      Total stockholders’ equity

1,358,130

1,275,887

Non-controlling interest

2,702

4,879

Total equity

1,360,832

1,280,766

Total liabilities and equity

$

3,394,174

$

3,252,370

Preferred Apartment Communities, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

Three months ended March 31,

(In thousands)

2018

2017

Operating activities:

Net income (loss )

$

14,263

$

30,061

Reconciliation of net income (loss) to net cash provided by operating activities:

Depreciation expense

27,990

18,288

Amortization expense

12,626

6,539

Amortization of above and below market leases

(1,178)

(798)

Deferred revenues and fee income amortization

(943)

(284)

Amortization of market discount on assumed debt and lease incentives

323

Deferred loan cost amortization

1,480

1,180

(Increase) in accrued interest income on real estate loans

(2,828)

(1,546)

Equity compensation to executives and directors

1,135

873

Gain on sale of real estate

(20,354)

(30,724)

Other

187

Changes in operating assets and liabilities:

(Increase) in tenant receivables and other assets

625

(1,965)

(Increase) in tenant lease incentives

(2,149)

(2,913)

Increase in accounts payable and accrued expenses

(1,074)

(716)

Increase in accrued interest, prepaid rents and other liabilities

1,502

95

Net cash provided by operating activities

31,418

18,277

Investing activities:

Investment in real estate loans

(68,929)

(16,272)

Repayments of real estate loans

42,312

9,866

Notes receivable issued

(472)

(1,263)

Notes receivable repaid

5,618

Note receivable issued to and draws on line of credit by related party

(14,419)

(7,650)

Repayments of line of credit by related party

9,034

7,554

Loan origination fees received

1,600

Loan origination fees paid to Manager

(800)

Acquisition of properties

(170,072)

(138,298)

Disposition of properties, net

42,266

76,368

Increase in cash held in like-kind exchange

3,761

Receipt of insurance proceeds for capital improvements

412

Additions to real estate assets – improvements

(7,637)

(3,680)

(Deposits) on acquisitions

4,021

(1,838)

Decrease (increase) in restricted cash

4,450

Net cash used in investing activities

(157,066)

(71,452)

Financing activities:

Proceeds from mortgage notes payable

123,275

104,300

Payments for mortgage notes payable

(27,350)

(67,141)

Payments for deposits and other mortgage loan costs

(1,733)

(3,399)

Proceeds from real estate loan participants

5

82

Payments to real estate loan participants

(3,314)

(2,467)

Proceeds from lines of credit

86,200

37,500

Payments on lines of credit

(114,800)

(68,000)

Repayment of the Term Loan

(11,000)

Proceeds from sales of Units, net of offering costs and redemptions

87,490

68,987

Proceeds from sales of Common Stock

186

Proceeds from exercises of warrants

11,169

4,249

Common Stock dividends paid

(9,576)

(5,741)

Preferred stock dividends paid

(18,963)

(13,961)

Distributions to non-controlling interests

(221)

(195)

Payments for deferred offering costs

(1,152)

(2,126)

Net cash provided by financing activities

120,030

52,274

Net increase in cash, cash equivalents and restricted cash

(5,618)

(901)

Cash, cash equivalents and restricted cash, beginning of period

73,012

67,715

Cash, cash equivalents and restricted cash, end of period

$

67,394

$

66,814

Real Estate Loan Investments

The following tables present details pertaining to our portfolio of fixed rate, interest-only real estate loan investments.

Project/Property

Location

Maturity
date

Optional
extension
date

Total loan
commitments

Carrying amount (1) as of

Current /
deferred
interest %
per annum

March 31,
2018

December 31,
2017

Multifamily communities:

(in thousands)

Encore

Atlanta, GA

4/8/2019

10/8/2020

$

10,958

$

10,958

$

10,958

8.5 / 5

Encore Capital

Atlanta, GA

4/8/2019

10/8/2020

9,758

7,723

7,521

8.5 / 5

Palisades

Northern VA

5/7/2018

(2)

N/A

17,270

17,132

17,111

8 / 5

Fusion

Irvine, CA

5/31/2018

5/31/2020

70,835

65,981

58,447

8.5 / 7.5

Green Park

Atlanta, GA

2/28/2018

12/1/2019

13,464

11,464

8.5 / 5.83

Bishop Street

Atlanta, GA

2/18/2020

N/A

12,693

12,405

12,145

8.5 / 6.5

Hidden River

Tampa, FL

12/3/2018

12/3/2020

4,735

4,735

4,735

8.5 / 6.5

Hidden River Capital

Tampa, FL

12/4/2018

12/4/2020

5,380

5,149

5,041

8.5 / 6.5

CityPark II

Charlotte, NC

1/7/2019

1/7/2021

3,365

3,365

3,365

8.5 / 6.5

CityPark II Capital

Charlotte, NC

1/8/2019

1/31/2021

3,916

3,702

3,624

8.5 / 6.5

Park 35 on Clairmont

Birmingham, AL

6/26/2018

6/26/2020

21,060

21,060

21,060

8.5 / 2

Wiregrass

Tampa, FL

5/15/2020

5/15/2023

14,976

13,250

12,972

8.5 / 6.5

Wiregrass Capital

Tampa, FL

5/15/2020

5/15/2023

3,744

3,637

3,561

8.5 / 6.5

Berryessa

San Jose, CA

4/19/2018

N/A

31,509

30,571

10.5 / 0

Berryessa

San Jose, CA

2/13/2021

2/13/2023

137,616

34,563

8.5 / 6.0

Brentwood

Nashville, TN

6/1/2018

N/A

2,376

2,329

2,261

12 / 0

Fort Myers

Fort Myers, FL

2/3/2021

2/3/2022

9,416

7,461

3,521

8.5 / 5.5

Fort Myers Capital

Fort Myers, FL

2/3/2021

2/3/2022

6,193

5,101

4,994

8.5 / 5.5

360 Forsyth

Atlanta, GA

7/11/2020

7/11/2022

22,412

18,342

13,400

8.5 / 5.5

Morosgo

Atlanta, GA

1/31/2021

1/31/2022

11,749

9,269

4,951

8.5 / 5.5

Morosgo Capital

Atlanta, GA

1/31/2021

1/31/2022

6,176

4,863

4,761

8.5 / 5.5

University City Gateway

Charlotte, NC

8/15/2021

8/15/2022

10,336

2,968

850

8.5 / 5

University City Gateway

Capital

Charlotte, NC

8/18/2021

8/18/2022

7,338

5,652

5,530

8.5 / 5

Student housing properties:

Haven 12

Starkville, MS

12/17/2018

11/30/2020

6,116

6,116

5,816

8.5 / 0

Haven46

Tampa, FL

3/29/2019

9/29/2020

9,820

9,820

9,820

8.5 / 5

Haven Northgate

College Station, TX

6/20/2019

6/20/2020

67,680

66,644

65,724

(3)  / 1.5

Lubbock II

Lubbock, TX

4/20/2019

N/A

9,857

9,635

9,357

8.5 / 0

Haven Charlotte

Charlotte, NC

12/22/2019

12/22/2021

19,582

18,242

17,039

8.5 / 6.5

Haven Charlotte Member

Charlotte, NC

12/22/2019

12/22/2021

8,201

7,978

7,795

8.5 / 6.5

Solis Kennesaw

Atlanta, GA

9/26/2020

9/26/2022

12,359

6,896

1,610

8.5 / 5.5

Solis Kennesaw Capital

Atlanta, GA

10/1/2020

10/1/2022

8,360

7,298

7,145

8.5 / 5.5

New Market Properties:

Dawson Marketplace

Atlanta, GA

9/24/2020

9/24/2022

12,857

12,857

12,857

8.5 / 6.9 (4)

Other:

Crescent Avenue

Atlanta, GA

4/13/2018

5/31/2018

8,500

8,500

8,500

10 / 5

North Augusta Ballpark

North Augusta, SC

1/15/2021

1/15/2024

3,500

1,492

9 / 6

$

604,107

415,123

388,506

Unamortized loan origination fees

(2,079)

(1,710)

Carrying amount

$

413,044

$

386,796

(1) Carrying amounts presented per loan are amounts drawn, exclusive of deferred fee revenue.

(2) Effective April 13, 2018, the maturity date was extended to May 17, 2019.

(3) The current interest rate on the Haven Northgate loan is a variable rate of 600 basis points over LIBOR.

(4) Effective January 1, 2018, the deferred interest rate increased to 6.9% per annum until the accumulated accrued interest balance reaches $250, at which point the deferred interest rate reverts to 5.0%.

We hold options, but not obligations, to purchase certain of the properties which are partially financed by our real estate loan investments. The option purchase prices are negotiated at the time of the loan closing and are to be calculated based upon market cap rates at the time of exercise of the purchase option, less a discount ranging from between 15 and 60 basis points, depending on the loan. As of March 31, 2018, potential property acquisitions and units from projects in our real estate loan investment portfolio consisted of:

Total units
upon

Purchase option window

Project/Property

Location

completion (1)

Begin

End

Multifamily communities:

Encore

Atlanta, GA

339

9/30/2018

12/31/2018

Palisades

Northern VA

304

1/1/2019

5/31/2019

Fusion

Irvine, CA

280

10/1/2018

1/1/2019

Bishop Street

Atlanta, GA

232

10/1/2018

12/31/2018

Hidden River

Tampa, FL

300

9/1/2018

12/31/2018

CityPark II

Charlotte, NC

200

9/30/2018

12/31/2018

Park 35 on Clairmont

Birmingham, AL

271

S + 90 days (2)

S + 150 days (2)

Fort Myers

Fort Myers, FL

224

S + 90 days (2)

S + 150 days (2)

Wiregrass

Tampa, FL

392

S + 90 days (2)

S + 150 days (2)

360 Forsyth

Atlanta, GA

356

S + 90 days (2)

S + 150 days (2)

Morosgo

Atlanta, GA

258

S + 90 days (2)

S + 150 days (2)

University City Gateway

Charlotte, NC

338

S + 90 days (2)

S + 150 days (2)

Berryessa

San Jose, CA

551

N/A

N/A

Brentwood

Nashville, TN

301

N/A

N/A

North Augusta Ballpark

North Augusta, SC

32

N/A

N/A

Student housing properties:

Haven 12

Starkville, MS

152

4/1/2019

6/30/2019

Haven46

Tampa, FL

158

11/1/2018

1/31/2019

Haven Northgate

College Station, TX

427

10/1/2018

12/31/2018

Lubbock II

Lubbock, TX

140

11/1/2018

1/31/2019

Haven Charlotte

Charlotte, NC

332

12/1/2019

2/28/2020

Solis Kennesaw

Atlanta, GA

248

(3)

(3)

5,835

(1) We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio. The Berryessa and North Augusta Ballpark projects do not include exclusive purchase options, but we hold a Right of First Offer on these projects at prices acceptable to us and the developer. The Brentwood project is a land acquisition bridge loan and does not include any exclusive purchase right as of March 31, 2018.

(2) The option period window begins and ends at the number of days indicated beyond the achievement of a 93% physical occupancy rate by the underlying property.

(3) The option period begins on October 1 of the second academic year following project completion and ends on the following December 31. The developer may elect to expedite the option period to begin December 1, 2019 and end on December 31, 2019.

Mortgage Indebtedness

The following table presents certain details regarding our mortgage notes payable:

Principal balance as of

Acquisition/

refinancing
date

March 31,
2018

December 31,
2017

Maturity
date

Interest
rate

Basis point
spread over
1 Month
LIBOR

Interest only
through date
(1)

Multifamily communities:

(in thousands)

Stone Rise

7/3/2014

$

23,798

$

23,939

8/1/2019

2.89

%

Fixed rate

8/31/2015

Summit Crossing

10/31/2017

38,848

39,019

11/1/2024

3.99

%

Fixed rate

N/A

Summit Crossing II

3/20/2014

13,357

13,357

4/1/2021

4.49

%

Fixed rate

4/30/2019

McNeil Ranch

1/24/2013

13,621

13,646

2/1/2020

3.13

%

Fixed rate

2/28/2018

Lake Cameron

1/24/2013

(2)

19,773

2/1/2020

3.13

%

Fixed rate

2/28/2018

Stoneridge

9/26/2014

25,982

26,136

10/1/2019

3.18

%

Fixed rate

N/A

Vineyards

9/26/2014

34,512

34,672

10/1/2021

3.68

%

Fixed rate

10/31/2017

Avenues at Cypress

2/13/2015

21,555

21,675

9/1/2022

3.43

%

Fixed rate

N/A

Avenues at Northpointe

2/13/2015

27,324

27,467

3/1/2022

3.16

%

Fixed rate

3/31/2017

Venue at Lakewood Ranch

5/21/2015

29,190

29,348

12/1/2022

3.55

%

Fixed rate

N/A

Aster at Lely

6/24/2015

32,305

32,471

7/5/2022

3.84

%

Fixed rate

N/A

CityPark View

6/30/2015

20,920

21,038

7/1/2022

3.27

%

Fixed rate

N/A

Avenues at Creekside

7/31/2015

40,317

40,523

8/1/2024

3.48

%

160

(3)

8/31/2016

Citi Lakes

9/3/2015

42,176

42,396

4/1/2023

4.05

%

217

(4)

N/A

Stone Creek

6/22/2017

20,386

20,467

7/1/2052

3.22

%

Fixed rate

N/A

Lenox Village Town Center

12/21/2015

29,824

30,009

5/1/2019

3.82

%

Fixed rate

N/A

Lenox Village III

12/21/2015

17,717

17,802

1/1/2023

4.04

%

Fixed rate

N/A

Overton Rise

2/1/2016

39,788

39,981

8/1/2026

3.98

%

Fixed rate

N/A

Baldwin Park

1/5/2016

77,800

77,800

1/5/2019

4.18

%

230

1/4/2019

Crosstown Walk

1/15/2016

31,332

31,486

2/1/2023

3.90

%

Fixed rate

N/A

525 Avalon Park

6/15/2017

66,614

66,912

7/1/2024

3.98

%

Fixed rate

N/A

City Vista

7/1/2016

34,900

35,073

7/1/2026

3.68

%

Fixed rate

N/A

Sorrel

8/24/2016

32,633

32,801

9/1/2023

3.44

%

Fixed rate

N/A

Citrus Village

3/3/2017

29,827

29,970

6/10/2023

3.65

%

Fixed rate

6/09/2017

Retreat at Greystone

11/21/2017

35,066

35,210

12/1/2024

4.31

%

Fixed rate

N/A

Founders Village

3/31/2017

31,138

31,271

4/1/2027

4.31

%

Fixed rate

N/A

Claiborne Crossing

4/26/2017

26,697

26,801

6/1/2054

2.89

%

Fixed rate

N/A

Luxe at Lakewood Ranch

7/26/2017

38,891

39,066

8/1/2027

3.93

%

Fixed rate

N/A

Adara at Overland Park

9/27/2017

31,618

31,760

4/1/2028

3.90

%

Fixed rate

N/A

Aldridge at Town Village

10/31/2017

37,688

37,847

11/1/2024

4.19

%

Fixed rate

(5)

N/A

Reserve at Summit Crossing

9/29/2017

19,925

20,017

10/1/2024

3.87

%

Fixed rate

N/A

Overlook at Crosstown Walk

11/21/2017

22,134

22,231

12/1/2024

3.95

%

Fixed rate

N/A

Colony at Centerpointe

12/20/2017

33,243

33,346

10/1/2026

3.68

%

Fixed rate

N/A

Lux at Sorrel

1/9/2018

31,479

2/1/2030

3.91

%

Fixed rate

N/A

Green Park

2/28/2018

39,750

3/10/2028

4.09

%

Fixed rate

N/A

Total multifamily communities

1,092,355

1,045,310

Grocery-anchored shopping centers:

Spring Hill Plaza

9/5/2014

9,418

9,470

10/1/2019

3.36

%

Fixed rate

10/31/2015

Parkway Town Centre

9/5/2014

6,850

6,887

10/1/2019

3.36

%

Fixed rate

10/31/2015

Woodstock Crossing

8/8/2014

2,976

2,989

9/1/2021

4.71

%

Fixed rate

N/A

Deltona Landings

9/30/2014

6,739

6,778

10/1/2019

3.48

%

Fixed rate

N/A

Powder Springs

9/30/2014

7,111

7,152

10/1/2019

3.48

%

Fixed rate

N/A

Kingwood Glen

9/30/2014

11,276

11,340

10/1/2019

3.48

%

Fixed rate

N/A

Barclay Crossing

9/30/2014

6,340

6,376

10/1/2019

3.48

%

Fixed rate

N/A

Sweetgrass Corner

9/30/2014

7,687

7,731

10/1/2019

3.58

%

Fixed rate

N/A

Parkway Centre

9/30/2014

4,415

4,441

10/1/2019

3.48

%

Fixed rate

N/A

The Market at Salem Cove

10/6/2014

9,381

9,423

11/1/2024

4.21

%

Fixed rate

11/30/2016

Independence Square

8/27/2015

11,905

11,967

9/1/2022

3.93

%

Fixed rate

9/30/2016

Royal Lakes Marketplace

9/4/2015

9,654

9,690

9/4/2020

4.16

%

250

4/3/2017

The Overlook at Hamilton Place

12/22/2015

20,206

20,301

1/1/2026

4.19

%

Fixed rate

N/A

Summit Point

10/30/2015

12,122

12,208

11/1/2022

3.57

%

Fixed rate

N/A

East Gate Shopping Center

4/29/2016

5,542

5,578

5/1/2026

3.97

%

Fixed rate

N/A

Fury’s Ferry

4/29/2016

6,402

6,444

5/1/2026

3.97

%

Fixed rate

N/A

Rosewood Shopping Center

4/29/2016

4,300

4,328

5/1/2026

3.97

%

Fixed rate

N/A

Southgate Village

4/29/2016

7,644

7,694

5/1/2026

3.97

%

Fixed rate

N/A

The Market at Victory Village

5/16/2016

9,176

9,214

9/11/2024

4.40

%

Fixed rate

10/10/2017

Wade Green Village

4/7/2016

7,931

7,969

5/1/2026

4.00

%

Fixed rate

N/A

Lakeland Plaza

7/15/2016

28,834

29,023

8/1/2026

3.85

%

Fixed rate

N/A

University Palms

8/8/2016

13,072

13,162

9/1/2026

3.45

%

Fixed rate

N/A

Cherokee Plaza

8/8/2016

25,153

25,322

9/1/2021

3.91

%

225

(6)

N/A

Sandy Plains Exchange

8/8/2016

9,131

9,194

9/1/2026

3.45

%

Fixed rate

N/A

Thompson Bridge Commons

8/8/2016

12,207

12,291

9/1/2026

3.45

%

Fixed rate

N/A

Heritage Station

8/8/2016

9,035

9,097

9/1/2026

3.45

%

Fixed rate

N/A

Oak Park Village

8/8/2016

9,323

9,388

9/1/2026

3.45

%

Fixed rate

N/A

Shoppes of Parkland

8/8/2016

16,174

16,241

9/1/2023

4.67

%

Fixed rate

N/A

Champions Village

10/18/2016

27,400

27,400

11/1/2021

4.67

%

300

(7)

11/1/2021

Castleberry-Southard

4/21/2017

11,332

11,383

5/1/2027

3.99

%

Fixed rate

N/A

Rockbridge Village

6/6/2017

14,076

14,142

7/5/2027

3.73

%

Fixed rate

N/A

Irmo Station

7/26/2017

10,502

10,566

8/1/2030

3.94

%

Fixed rate

N/A

Maynard Crossing

8/25/2017

18,274

18,388

9/1/2032

3.74

%

Fixed rate

N/A

Woodmont Village

9/8/2017

8,691

8,741

10/1/2027

4.125

%

Fixed rate

N/A

West Town Market

9/22/2017

8,907

8,963

10/1/2025

3.65

%

Fixed rate

N/A

Crossroads Market

12/5/2017

18,925

19,000

1/1/2030

3.95

%

Fixed rate

N/A

Anderson Central

3/16/2018

12,000

4/1/2028

4.32

%

Fixed rate

N/A

Total grocery-anchored shopping centers

420,111

410,281

Student housing properties:

North by Northwest

6/1/2016

32,574

32,767

9/1/2022

4.02

%

Fixed rate

N/A

SoL

3/29/2018

37,485

37,485

2/1/2019

3.98

%

210

2/1/2019

Stadium Village

10/27/2017

46,718

46,930

11/1/2024

3.80

%

Fixed rate

N/A

Ursa

12/18/2017

31,400

31,400

1/5/2020

4.88

%

300

1/5/2020

Total student housing properties

148,177

148,582

Office buildings:

Brookwood Center

8/29/2016

32,037

32,219

9/10/2031

3.52

%

Fixed rate

10/9/2017

Galleria 75

11/4/2016

5,668

5,716

7/1/2022

4.25

%

Fixed rate

N/A

Three Ravinia

12/30/2016

115,500

115,500

1/1/2042

4.46

%

Fixed rate

1/31/2022

Westridge at La Cantera

11/13/2017

54,126

54,440

12/10/2028

4.10

%

Fixed rate

N/A

Armour Yards

1/29/2018

40,000

2/1/2028

4.10

%

Fixed rate

1/31/2020

Total office buildings

247,331

207,875

Grand total

1,907,974

1,812,048

Less: deferred loan costs

(30,926)

(30,249)

Less: below market debt adjustment

(5,082)

(5,147)

Mortgage notes, net

$

1,871,966

$

1,776,652

Footnotes to Mortgage Notes Table

(1) Following the indicated interest only period (where applicable), monthly payments of accrued interest and principal are based on a 25 to 35-year amortization period through the maturity date.

(2) On date, the Company legally defeased the mortgage loan in conjunction with the sale of its Lake Cameron property, located in Raleigh, NC. In connection with the defeasance, the mortgage and other liens on the property were extinguished and all existing collateral, including various guarantees, were released. As a result of the defeasance, the Company incurred costs associated with a defeasance premium of approximately $355.

(3)  The mortgage instrument was assumed as part of the sales transaction; the 1 Month LIBOR index is capped at 5.0%, resulting in a cap on the combined rate of 6.6%.

(4) The 1 Month LIBOR index is capped at 4.33% resulting in a cap on the combined rate of 6.5%.

(5) The property was temporarily financed through a credit facility sponsored by the Federal Home Loan Mortgage Corporation; the Company obtained permanent mortgage financing subsequent to the closing as shown.

(6) The interest rate has a floor of 2.7%.

(7) The interest rate has a floor of 3.25%.

Multifamily Communities

As of March 31, 2018, our multifamily community portfolio consisted of the following properties:

Three months ended
March 31, 2018

Property

Location

Number of
units

Average unit
size (sq. ft.)

Average
physical
occupancy

Average
rent per
unit

Established Communities:

Stone Rise

Philadelphia, PA

216

1,078

94.6

%

$

1,451

McNeil Ranch

Austin, TX

192

1,071

95.1

%

$

1,257

Avenues at Cypress

Houston, TX

240

1,170

94.6

%

$

1,423

Avenues at Northpointe

Houston, TX

280

1,167

95.7

%

$

1,340

Stoneridge Farms at the Hunt Club

Nashville, TN

364

1,153

94.7

%

$

1,098

Vineyards

Houston, TX

369

1,122

95.8

%

$

1,145

Aster at Lely Resort

Naples, FL

308

1,071

95.8

%

$

1,467

Venue at Lakewood Ranch

Sarasota, FL

237

1,001

95.6

%

$

1,568

Citi Lakes

Orlando, FL

346

984

94.5

%

$

1,394

Lenox Portfolio

Nashville, TN

474

861

96.1

%

$

1,207

Overton Rise

Atlanta, GA

294

1,018

94.7

%

$

1,498

Sorrel

Jacksonville, FL

290

1,048

93.6

%

$

1,258

Total/Average Established Communities

3,610

95.1

%

Summit Crossing

Atlanta, GA

485

1,053

92.5

%

$

1,188

CityPark View

Charlotte, NC

284

948

$

1,072

Avenues at Creekside

San Antonio, TX

395

974

$

1,143

Stone Creek

Houston, TX

246

852

$

1,044

525 Avalon Park

Orlando, FL

487

1,394

$

1,396

Retreat at Greystone

Birmingham, AL

312

1,100

94.4

%

$

1,212

Broadstone at Citrus Village

Tampa, FL

296

980

97.7

%

$

1,267

Founders Village

Williamsburg, VA

247

1,070

94.9

%

$

1,362

Crosstown Walk

Tampa, FL

342

981

95.4

%

$

1,268

Claiborne Crossing

Louisville, KY

242

1,204

$

1,308

Luxe at Lakewood Ranch

Sarasota, FL

280

1,105

$

1,516

Adara Overland Park

Kansas City, KS

260

1,116

94.1

%

$

1,310

Aldridge at Town Village

Atlanta, GA

300

969

95.3

%

$

1,303

The Reserve at Summit Crossing

Atlanta, GA

172

1,002

$

1,315

Overlook at Crosstown Walk

Tampa, FL

180

986

$

1,360

Colony at Centerpointe

Richmond, VA

255

1,149

$

1,305

Lux at Sorrel

Jacksonville, FL

265

1,025

n/a

Green Park

Atlanta, GA

310

985

n/a

Value-add project:

Village at Baldwin Park

Orlando, FL

528

1,069

$

1,572

5,886

Joint venture:

City Vista

Pittsburgh, PA

272

1,023

94.2

%

$

1,343

Total PAC Non-Established Communities

6,158

Average stabilized physical occupancy

94.9

%

(1)

Student housing communities: (2)

Average
rent per bed

North by Northwest

Tallahassee, FL

219

(2)

1,250

99.2

%

$

724

SoL

Tempe, AZ

224

(2)

1,296

91.3

%

$

713

Stadium Village (3)

Atlanta, GA

198

(2)

1,466

99.7

%

$

670

Ursa (3)

Waco, TX

250

(2)

1,634

n/a

Total All PAC units

10,659

(1) Excludes average occupancy for student housing communities.

(2) North by Northwest has 679 beds, SoL has 639 beds, Stadium Village has 792 beds and Ursa has 840 beds.

(3) The Company acquired and owns an approximate 99% equity interest in a joint venture which owns both Stadium Village and Ursa.

For the three-month period ended March 31, 2018, our average established multifamily communities’ physical occupancy was 95.1%. We calculate average established physical occupancy for quarterly periods as the average number of occupied units on the 20th day of each of the trailing three months from the reporting period end date and that have been owned for at least 15 full months as of the end of the first quarter of each year. We exclude the operating results of properties for which construction of adjacent phases has commenced, properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period. For the three-month period ended March 31, 2018, our average stabilized physical occupancy was 94.9%. We calculate average stabilized physical occupancy for quarterly periods as the average number of occupied units on the 20th day of each of the trailing three months from the reporting period end date. For the three-month period ended March 31, 2018, our average economic occupancy was 94.9%. We define average economic occupancy as market rent reduced by vacancy losses, expressed as a percentage. All of our multifamily properties are included in these calculations except for properties which are not yet stabilized (which we define as properties having first achieved 93% physical occupancy for three full months in a quarter), properties which are owned for less than the entire reporting period and properties which are undergoing significant capital projects, have sustained significant casualty losses or are adding additional phases (Stone Creek, Village at Baldwin Park, 525 Avalon Park, CityPark View and Avenues at Creekside). We also exclude properties which are currently being marketed for sale, of which there were none at March 31, 2018.

Capital Expenditures

We regularly incur capital expenditures related to our owned multifamily communities and student housing properties. Capital expenditures may be nonrecurring and discretionary, as part of a strategic plan intended to increase a property’s value and corresponding revenue-generating ability, or may be normally recurring and necessary to maintain the income streams and present value of a property. Certain capital expenditures may be budgeted and reserved for upon acquiring a property as initial expenditures necessary to bring a property up to our standards or to add features or amenities that we believe make the property a compelling value to prospective residents in its individual market. These budgeted nonrecurring capital expenditures in connection with an acquisition are funded from the capital source(s) for the acquisition and are not dependent upon subsequent property operating cash flows for funding. For the three-month period ended March 31, 2018, our capital expenditures for multifamily communities and student housing properties consisted of:

Capital Expenditures

Recurring

Non-recurring

Total

(in thousands, except per-unit figures)

Amount

Per Unit

Amount

Per Unit

Amount

Per Unit

Appliances

$

99

$

37.50

$

1

$

0.43

$

100

$

37.93

Carpets

278

105.23

278

105.23

Wood / vinyl flooring

54

20.55

54

20.55

Mini blinds and ceiling fans

14

5.32

14

5.32

Fire safety

4

1.43

13

4.85

17

6.28

HVAC

38

14.38

38

14.38

Computers, equipment, misc.

24

9.05

47

17.64

71

26.69

Elevators

5

2.01

5

2.01

Leasing office and other common amenities

1

0.40

93

35.33

94

35.73

Major structural projects

6

2.34

93

35.10

99

37.44

Cabinets and counter top upgrades

292

110.46

292

110.46

Landscaping and fencing

27

10.26

27

10.26

Parking lot

47

17.85

47

17.85

Common area items

5

1.77

5

1.77

Totals

$

518

$

196.20

$

623

$

235.70

$

1,141

$

431.90

Grocery-Anchored Shopping Center Portfolio

As of March 31, 2018, our grocery-anchored shopping center portfolio consisted of the following properties:

Property name

Location

Year built

GLA (1)

Percent
leased

Grocery anchor
tenant

Castleberry-Southard

 Atlanta, GA

2006

80,018

100.0

%

Publix

Cherokee Plaza

 Atlanta, GA

1958

102,864

100.0

%

Kroger

Lakeland Plaza

 Atlanta, GA

1990

301,711

95.8

%

Sprouts

Powder Springs

 Atlanta, GA

1999

77,853

95.1

%

Publix

Rockbridge Village

 Atlanta, GA

2005

102,432

95.5

%

Kroger

Roswell Wieuca Shopping Center

 Atlanta, GA

2007

74,370

100.0

%

The Fresh Market

Royal Lakes Marketplace

 Atlanta, GA

2008

119,493

84.4

%

Kroger

Sandy Plains Exchange

 Atlanta, GA

1997

72,784

93.2

%

Publix

Summit Point

 Atlanta, GA

2004

111,970

86.5

%

Publix

Thompson Bridge Commons

 Atlanta, GA

2001

92,587

96.1

%

Kroger

Wade Green Village

 Atlanta, GA

1993

74,978

95.9

%

Publix

Woodmont Village

 Atlanta, GA

2002

85,639

96.0

%

Kroger

Woodstock Crossing

 Atlanta, GA

1994

66,122

97.7

%

Kroger

East Gate Shopping Center

 Augusta, GA

1995

75,716

89.5

%

Publix

Fury’s Ferry

 Augusta, GA

1996

70,458

98.6

%

Publix

Parkway Centre

 Columbus, GA

1999

53,088

97.4

%

Publix

Spring Hill Plaza

 Nashville, TN

2005

61,570

100.0

%

Publix

Parkway Town Centre

 Nashville, TN

2005

65,587

100.0

%

Publix

The Market at Salem Cove

 Nashville, TN

2010

62,356

97.8

%

Publix

The Market at Victory Village

 Nashville, TN

2007

71,300

98.5

%

Publix

The Overlook at Hamilton Place

 Chattanooga, TN

1992

213,095

100.0

%

The Fresh Market

Shoppes of Parkland

 Miami-Ft. Lauderdale, FL

2000

145,720

100.0

%

BJ’s Wholesale Club

Barclay Crossing

 Tampa, FL

1998

54,958

100.0

%

Publix

Deltona Landings

 Orlando, FL

1999

59,966

100.0

%

Publix

University Palms

 Orlando, FL

1993

99,172

100.0

%

Publix

Crossroads Market

 Naples, FL

1993

126,895

98.1

%

Publix

Champions Village

 Houston, TX

1973

383,346

75.0

%

Randalls

Kingwood Glen

 Houston, TX

1998

103,397

100.0

%

Kroger

Independence Square

 Dallas, TX

1977

140,218

84.3

%

Tom Thumb

Oak Park Village

 San Antonio, TX

1970

64,855

100.0

%

H.E.B

Sweetgrass Corner

 Charleston, SC

1999

89,124

100.0

%

Bi-Lo

Irmo Station

 Columbia, SC

1980

99,384

95.3

%

Kroger

Anderson Central

 Greenville Spartanburg, SC

1999

223,211

96.1

%

Walmart

Fairview Market

 Greenville Spartanburg, SC

1998

53,888

73.5

%

Aldi

Rosewood Shopping Center

 Columbia, SC

2002

36,887

90.2

%

Publix

West Town Market

 Charlotte, NC

2004

67,883

100.0

%

Harris Teeter

Heritage Station

 Raleigh, NC

2004

72,946

100.0

%

Harris Teeter

Maynard Crossing

 Raleigh, NC

1996

122,781

98.6

%

Kroger

Southgate Village

 Birmingham, AL

1988

75,092

100.0

%

Publix

Grand total/weighted average

4,055,714

94.1

%

(1) Gross leasable area, or GLA, represents the total amount of property square footage that can be leased to tenants.

As of March 31, 2018, our grocery-anchored shopping center portfolio was 94.1% leased. We define percent leased as the percentage of gross leasable area that is leased, including noncancelable lease agreements that have been signed which have not yet commenced.

Details regarding lease expirations (assuming no exercises of tenant renewal options) within our grocery-anchored shopping center portfolio as of March 31, 2018 were:

Total grocery-anchored shopping center portfolio

Number of leases

Leased GLA

Percent of leased
GLA

Month to month

13

25,158

0.7

%

2018

72

239,263

6.3

%

2019

97

561,832

14.7

%

2020

109

497,860

13.0

%

2021

94

440,527

11.5

%

2022

90

313,726

8.2

%

2023

44

203,115

5.3

%

2024

18

551,844

14.5

%

2025

19

298,146

7.8

%

2026

9

127,071

3.3

%

2027

16

112,101

2.9

%

2028+

22

446,360

11.8

%

Total

603

3,817,003

100.0

%

The Company’s Quarterly Report on Form 10-Q for first quarter 2018 will present income statements of New Market Properties, LLC within the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Second-generation capital expenditures within our grocery-anchored shopping center portfolio by property for the first quarter 2018 totaled $296,000. Second-generation capital expenditures exclude those expenditures made in our grocery-anchored shopping center portfolio (i) to lease space to “first generation” tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our ownership standards, and (iii) for property re-developments and repositioning.

Office Building Portfolio

As of March 31, 2018, our office building portfolio consisted of the following properties:

Property Name

Location

GLA

Percent
leased

Three Ravinia

Atlanta, GA

814,000

98

%

Westridge at La Cantera

San Antonio, TX

258,000

100

%

Armour Yards

Atlanta, GA

187,000

97

%

Brookwood Center

Birmingham, AL

169,000

100

%

Galleria 75

Atlanta, GA

111,000

94

%

1,539,000

98

%

The Company’s office building portfolio includes the following significant tenants:

Square footage

Percent of
Annual Base
Rent

Annual Base
Rent

InterContinental Hotels Group

496,391

34.1

%

$

11,210,020

State Farm Mutual Automobile Insurance Company

183,168

9.8

%

3,232,086

Harland Clarke Corporation

129,016

8.5

%

2,810,678

United Services Automobile Association

129,015

9.2

%

3,042,173

Southern Natural Gas Company, LLC

63,113

5.7

%

1,862,077

1,000,703

67.3

%

$

22,157,034

The Company defines Annual Base Rent as the current monthly base rent annualized under the respective leases.

The Company’s leased square footage of its office building portfolio expires according to the following schedule:

Office building portfolio

Percent of

Year of lease
expiration

Rentable square

rented

feet

square feet

2018

5,626

0.4

%

2019

22,890

1.5

%

2020

110,596

7.4

%

2021

231,549

15.5

%

2022

41,532

2.8

%

2023

96,775

6.5

%

2024

24,120

1.6

%

2025

58,276

3.9

%

2026

%

2027

258,031

17.2

%

2028+

645,364

43.2

%

Total

1,494,759

100.0

%

The Company recognized second-generation capital expenditures within its office building portfolio of approximately $60,000 during the first quarter 2018. Second-generation capital expenditures exclude those expenditures made in our office building portfolio (i) to lease space to “first generation” tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our Class A ownership standards (and which amounts were underwritten into the total investment at the time of acquisition) and (iii) for property re-developments and repositionings.

Definitions of Non-GAAP Measures

We disclose FFO, AFFO and NOI, each of which meet the definition of a “non-GAAP financial measure”, as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this filing a statement of why the Company believes that presentation of these measures provides useful information to investors. None of FFO, AFFO and NOI should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further FFO, AFFO and NOI should be compared with our reported net income or net loss and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements. FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.

Funds From Operations Attributable to Common Stockholders and Unitholders (“FFO”)

FFO is one of the most commonly utilized Non-GAAP measures currently in practice. In its 2002 “White Paper on Funds From Operations,” which was most recently revised in 2012, the National Association of Real Estate Investment Trusts, or NAREIT, standardized the definition of how Net income/loss should be adjusted to arrive at FFO, in the interests of uniformity and comparability. We have adopted the NAREIT definition for computing FFO as a meaningful supplemental gauge of our operating results, and as is most often presented by other REIT industry participants.

The NAREIT definition of FFO (and the one reported by the Company) is:

Net income/loss:

  • excluding impairment charges on and gains/losses from sales of depreciable property;
  • plus depreciation and amortization of real estate assets and deferred leasing costs; and
  • after adjustments for the Company’s proportionate share of unconsolidated partnerships and joint ventures. 

Not all companies necessarily utilize the standardized NAREIT definition of FFO, so caution should be taken in comparing the Company’s reported FFO results to those of other companies. The Company’s FFO results are comparable to the FFO results of other companies that follow the NAREIT definition of FFO and report these figures on that basis. FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.

Adjusted Funds From Operations Attributable to Common Stockholders and Unitholders (“AFFO”)

AFFO makes further adjustments to FFO results in order to arrive at a more refined measure of operating and financial performance. There is no industry standard definition of AFFO and practice is divergent across the industry. The Company calculates AFFO as:

FFO, plus:

  • non-cash equity compensation to directors and executives;
  • amortization of loan closing costs;
  • losses on debt extinguishments or refinancing costs;
  • weather-related property operating losses;
  • amortization of loan coordination fees paid to the Manager;
  • depreciation and amortization of non-real estate assets;
  • net loan fees received;
  • accrued interest income received;
  • deemed dividends on preferred stock redemptions;
  • non-cash dividends on Series M Preferred Stock; and
  • amortization of lease inducements;

Less:

  • non-cash loan interest income;
  • cash paid for loan closing costs;
  • amortization of acquired real estate intangible liabilities;
  • amortization of straight line rent adjustments and deferred revenues; and
  • normally-recurring capital expenditures and capitalized retail direct leasing costs.

AFFO figures reported by us may not be comparable to those AFFO figures reported by other companies. We utilize AFFO as another measure of the operating performance of our portfolio of real estate assets. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and may be useful in comparing our operating performance with other real estate companies. AFFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders. FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.

Multifamily Established Communities’ Same Store Net Operating Income (NOI)

We use same store net operating income as an operational metric for our established communities, enabling comparisons of those properties’ operating results between the current reporting period and the prior year comparative period. We define our population of established communities as those that are stabilized and that have been owned for at least 15 full months, as of the end of the first quarter of each year, and exclude the operating results of properties for which construction of adjacent phases has commenced, and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period. We define net operating income as rental and other property revenues, less total property and maintenance expenses, property management fees, real estate taxes, general and administrative expenses, and property insurance. We believe that net operating income is an important supplemental measure of operating performance for REITs because it provides measures of core operations, rather than factoring in depreciation and amortization, financing costs, acquisition costs, and other corporate expenses. Net operating income is a widely utilized measure of comparative operating performance in the REIT industry, but is not a substitute for the most comparable GAAP-compliant measure, net income/loss.

About Preferred Apartment Communities, Inc.         

Preferred Apartment Communities, Inc. (NYSE: APTS), or the Company, is a Maryland corporation formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of our business strategy, we may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and we may make real estate related loans, provide deposit arrangements or provide performance assurances, as may be necessary or appropriate, in connection with the development of multifamily communities and other properties.  As a secondary strategy, we may acquire or originate senior mortgage loans, subordinate loans or real estate loans secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest a lesser portion of our assets in other real estate related investments, including other income-producing property types, senior mortgage loans, subordinate loans or real estate loans secured by interests in other income-producing property types or membership or partnership interests in other income-producing property types as determined by Preferred Apartment Advisors, LLC, or our Manager, as appropriate for us. At March 31, 2018, the Company was the approximate 97.3% owner of Preferred Apartment Communities Operating Partnership, L.P., or the Operating Partnership. We elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with our tax year ended December 31, 2011.

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SOURCE Preferred Apartment Communities, Inc.

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