Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 10-Q
 

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File No. 001-34995 

Preferred Apartment Communities, Inc.
(Exact name of registrant as specified in its charter)

Maryland
27-1712193
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3284 Northside Parkway NW, Suite 150, Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 818-4100
paca11.jpg 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨   Accelerated filer x   Non-accelerated filer ¨   Smaller reporting company ¨ Emerging growth company ¨
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 Exchange Act). Yes ¨ No  x
The number of shares outstanding of the registrant’s Common Stock, as of July 27, 2017 was 32,668,731.




 
PART I - FINANCIAL INFORMATION
 
 
 
 
INDEX
 
 
 
 
 
 
 
Item 1.
Financial Statements
Page No. 
 
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
Item 2.

 
 
 
Item 3.

 
 
 
Item 4.
72

 
 
 
 
 
 
Item 1.

 
 
 
Item 1A.

 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
72

 
 
 
Item 3.
Defaults Upon Senior Securities
72

 
 
 
Item 4.
Mine Safety Disclosures
72

 
 
 
Item 5.
Other Information
73

 
 
 
Item 6.
Exhibits
73

 
 
74

 
 
 
 
75







Preferred Apartment Communities, Inc.
Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
 
 
June 30, 2017
 
December 31, 2016
Assets
 
 
 
 
 
 
 
 
 
Real estate
 
 
 
 
Land
 
$
311,350,832

 
$
299,547,501

Building and improvements
 
1,621,575,150

 
1,513,293,760

Tenant improvements
 
33,544,458

 
23,642,361

Furniture, fixtures, and equipment
 
149,377,900

 
126,357,742

Construction in progress
 
13,045,259

 
2,645,634

Gross real estate
 
2,128,893,599

 
1,965,486,998

Less: accumulated depreciation
 
(127,310,989
)
 
(103,814,894
)
Net real estate
 
2,001,582,610

 
1,861,672,104

Real estate loans, net of deferred fee income
 
234,031,624

 
201,855,604

Real estate loans to related parties, net
 
159,357,590

 
130,905,464

Total real estate and real estate loans, net
 
2,394,971,824

 
2,194,433,172

 
 
 
 
 
Cash and cash equivalents
 
13,055,897

 
12,321,787

Restricted cash
 
47,905,398

 
55,392,984

Notes receivable
 
17,296,399

 
15,499,699

Note receivable and revolving line of credit from related party
 
22,620,235

 
22,115,976

Accrued interest receivable on real estate loans
 
24,871,043

 
21,894,549

Acquired intangible assets, net of amortization of $56,616,712 and $46,396,254
 
81,455,656

 
79,156,400

Deferred loan costs on Revolving Line of Credit, net of amortization of $776,614 and $422,873
 
1,736,201

 
1,768,779

Deferred offering costs
 
5,351,680

 
2,677,023

Tenant lease inducements, net of amortization of $107,375 and $14,904
 
7,408,163

 
261,492

Tenant receivables (net of allowance of $559,873 and $663,912) and other assets
 
22,860,026

 
15,310,741

 
 
 
 
 
Total assets
 
$
2,639,532,522

 
$
2,420,832,602

 
 
 
 
 
Liabilities and equity
 

 
 
 
 
 
 
 
Liabilities
 
 
 
 
Mortgage notes payable, net of deferred loan costs of $24,759,432 and $22,007,641
 
$
1,400,670,042

 
$
1,305,870,471

Revolving line of credit
 
38,500,000

 
127,500,000

Term note payable, net of deferred loan costs of $5,590 and $40,095
 
10,994,410

 
10,959,905

Real estate loan participation obligation
 
18,598,928

 
20,761,819

Deferred revenues
 
16,029,840

 

Accounts payable and accrued expenses
 
25,525,913

 
20,814,910

Accrued interest payable
 
3,443,723

 
3,541,640

Dividends and partnership distributions payable
 
12,731,472

 
10,159,629

Acquired below market lease intangibles, net of amortization of $5,729,048 and $3,771,393
 
29,065,548

 
29,774,033

Security deposits and other liabilities
 
6,571,096

 
6,189,033

Total liabilities
 
1,562,130,972

 
1,535,571,440

 
 
 
 
 
Commitments and contingencies (Note 11)
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
Series A Redeemable Preferred Stock, $0.01 par value per share; 3,050,000
 
 
 
   shares authorized; 1,064,054 and 924,855 shares issued; 1,043,551 and 914,422
 
 
 
shares outstanding at June 30, 2017 and December 31, 2016, respectively
10,436

 
9,144

Series M Redeemable Preferred Stock, $0.01 par value per share; 500,000
 
 
 
   shares authorized; 7,850 and 0 shares issued and outstanding
 
 
 
at June 30, 2017 and December 31, 2016, respectively
79

 

Common Stock, $0.01 par value per share; 400,066,666 shares authorized;
 
 
 
32,420,391 and 26,498,192 shares issued and outstanding at
 
 
 
June 30, 2017 and December 31, 2016, respectively
324,204

 
264,982

Additional paid in capital
 
1,065,382,200

 
906,737,470

Accumulated earnings (deficit)
 
9,038,150

 
(23,231,643
)
Total stockholders' equity
 
1,074,755,069

 
883,779,953

Non-controlling interest
 
2,646,481

 
1,481,209

Total equity
 
1,077,401,550

 
885,261,162

 
 
 
 
 
Total liabilities and equity
 
$
2,639,532,522

 
$
2,420,832,602


The accompanying notes are an integral part of these consolidated financial statements.
1




Preferred Apartment Communities, Inc.
Consolidated Statements of Operations
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenues:
 
 
 
 
 
 
 
Rental revenues
$
48,241,306

 
$
30,966,738

 
$
93,604,827

 
$
59,222,337

Other property revenues
8,821,245

 
4,308,360

 
17,257,356

 
8,068,443

Interest income on loans and notes receivable
8,490,327

 
6,847,724

 
16,438,138

 
13,789,883

Interest income from related parties
5,338,035

 
3,731,122

 
10,151,927

 
6,509,062

Total revenues
70,890,913

 
45,853,944

 
137,452,248

 
87,589,725

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Property operating and maintenance
7,198,159

 
4,356,923

 
13,736,798

 
8,378,285

Property salary and benefits reimbursement to related party
3,218,870

 
2,516,605

 
6,247,220

 
4,880,068

Property management fees (including $1,571,448, $1,140,603,
 
 
 
 
 
 
 
$3,005,919, and $2,211,691 to related parties)
2,060,774

 
1,356,409

 
3,962,557

 
2,584,430

Real estate taxes
7,680,277

 
5,494,608

 
15,584,078

 
10,668,049

General and administrative
1,653,999

 
1,191,520

 
3,159,509

 
2,111,472

Equity compensation to directors and executives
871,153

 
618,867

 
1,744,255

 
1,229,292

Depreciation and amortization
28,457,001

 
17,969,975

 
53,283,190

 
33,316,701

Acquisition and pursuit costs (including $0, $313,398,
 
 
 
 
 
 
 
$0 and $491,409 to related party)
5,000

 
2,764,742

 
14,002

 
5,528,327

Asset management fees to related party
4,864,397

 
2,958,991

 
9,376,911

 
5,725,077

Insurance, professional fees and other expenses
1,376,545

 
1,571,514

 
2,667,949

 
2,878,495

Total operating expenses
57,386,175

 
40,800,154

 
109,776,469

 
77,300,196

 
 
 
 
 
 
 
 
Contingent asset management and general and administrative expense fees
(170,838
)
 
(451,684
)
 
(345,920
)
 
(721,285
)
 
 
 
 
 
 
 
 
Net operating expenses
57,215,337

 
40,348,470

 
109,430,549

 
76,578,911

 
 
 
 
 
 
 
 
Operating income
13,675,576

 
5,505,474

 
28,021,699

 
11,010,814

Interest expense
16,397,895

 
9,559,501

 
31,406,598

 
18,454,331

Loss on extinguishment of debt
888,428

 

 
888,428

 

 
 
 
 
 
 
 
 
Net (loss) before gain on sale of real estate
(3,610,747
)
 
(4,054,027
)
 
(4,273,327
)
 
(7,443,517
)
Gain on sale of real estate, net of disposition expenses
6,914,949

 
4,271,506

 
37,639,009

 
4,271,506

Net income (loss)
3,304,202

 
217,479

 
33,365,682

 
(3,172,011
)
 
 
 
 
 
 
 
 
Consolidated net (income) loss attributable to non-controlling interests
(96,823
)
 
(7,961
)
 
(1,095,889
)
 
80,600

 
 
 
 
 
 
 
 
Net income (loss) attributable to the Company
3,207,379

 
209,518

 
32,269,793

 
(3,091,411
)
 
 
 
 
 
 
 
 
Dividends declared to Series A preferred stockholders
(15,235,138
)
 
(9,444,282
)
 
(29,621,185
)
 
(17,326,017
)
Earnings attributable to unvested restricted stock
(5,736
)
 
(4,824
)
 
(7,441
)
 
(6,275
)
 
 
 
 
 
 
 
 
Net (loss) income attributable to common stockholders
$
(12,033,495
)
 
$
(9,239,588
)
 
$
2,641,167

 
$
(20,423,703
)
 
 
 
 
 
 
 
 
Net (loss) income per share of Common Stock available
 
 
 
 
 
 
 
to common stockholders, basic and diluted
$
(0.40
)
 
$
(0.40
)
 
$
0.09

 
$
(0.88
)
 
 
 
 
 
 
 
 
Dividends per share declared on Common Stock
$
0.235

 
$
0.2025

 
$
0.455

 
$
0.395

 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock outstanding,
 
 
 
 
 
 
 
Basic and diluted
29,893,736

 
23,325,663

 
28,423,171

 
23,154,702


The accompanying notes are an integral part of these consolidated financial statements.
2



Preferred Apartment Communities, Inc.
Consolidated Statements of Stockholders' Equity
For the six-month periods ended June 30, 2017 and 2016
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated (Deficit)
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
 
$
4,830

 
$
227,616

 
$
536,450,877

 
$
(13,698,520
)
 
$
522,984,803

 
$
2,468,987

 
$
525,453,790

Issuance of Units
 
2,026

 

 
202,456,260

 

 
202,458,286

 

 
202,458,286

Redemptions of Series A Preferred Stock
 
(21
)
 

 
(1,854,531
)
 

 
(1,854,552
)
 

 
(1,854,552
)
Exercises of Warrants
 

 
8,155

 
8,387,549

 

 
8,395,704

 

 
8,395,704

Syndication and offering costs
 

 

 
(23,857,575
)
 

 
(23,857,575
)
 

 
(23,857,575
)
Equity compensation to executives and directors
 

 
44

 
231,956

 

 
232,000

 

 
232,000

Vesting of restricted stock
 

 
151

 
(151
)
 

 

 

 

Conversion of Class A Units to Common Stock
 

 
956

 
647,642

 

 
648,598

 
(648,598
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
1,024,298

 
1,024,298

Net loss
 

 

 

 
(3,091,411
)
 
(3,091,411
)
 
(80,600
)
 
(3,172,011
)
Class A Units issued for property acquisition
 

 

 

 

 

 
5,072,659

 
5,072,659

Reallocation adjustment to non-controlling interests
 

 

 
6,435,718

 

 
6,435,718

 
(6,435,718
)
 

Distributions to non-controlling interests
 

 

 

 

 

 
(296,844
)
 
(296,844
)
Dividends to series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(17,326,017
)
 

 
(17,326,017
)
 

 
(17,326,017
)
Dividends to common stockholders ($0.395 per share)
 

 

 
(9,208,076
)
 

 
(9,208,076
)
 

 
(9,208,076
)
Balance at June 30, 2016
 
$
6,835

 
$
236,922

 
$
702,363,652

 
$
(16,789,931
)
 
$
685,817,478

 
$
1,104,184

 
$
686,921,662



The accompanying notes are an integral part of these consolidated financial statements.
3



Preferred Apartment Communities, Inc.
Consolidated Statements of Stockholders' Equity, continued
For the six-month periods ended June 30, 2017 and 2016
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series A and Series M Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Earnings(Deficit)
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2017
 
$
9,144

 
$
264,982

 
$
906,737,470

 
$
(23,231,643
)
 
$
883,779,953

 
$
1,481,209

 
$
885,261,162

Issuance of Units
 
1,471

 

 
146,845,540

 

 
146,847,011

 

 
146,847,011

Redemptions of Series A Preferred Stock
 
(100
)
 
3,578

 
(3,912,002
)
 

 
(3,908,524
)
 

 
(3,908,524
)
Issuance of Common Stock
 

 
38,955

 
58,345,263

 

 
58,384,218

 

 
58,384,218

Exercises of warrants
 

 
14,620

 
17,676,806

 

 
17,691,426

 

 
17,691,426

Syndication and offering costs
 

 

 
(18,299,399
)
 

 
(18,299,399
)
 

 
(18,299,399
)
Equity compensation to executives and directors
 

 

 
246,535

 

 
246,535

 

 
246,535

Vesting of restricted stock
 

 
155

 
(155
)
 

 

 

 

Conversion of Class A Units to Common Stock
 

 
1,914

 
1,676,579

 

 
1,678,493

 
(1,678,493
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
1,497,720

 
1,497,720

Net income
 

 

 

 
32,269,793

 
32,269,793

 
1,095,889

 
33,365,682

Reallocation adjustment to non-controlling interests
 

 

 
(660,678
)
 

 
(660,678
)
 
660,678

 

Distributions to non-controlling interests
 

 

 

 

 

 
(410,522
)
 
(410,522
)
Dividends to series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(29,674,234
)
 

 
(29,674,234
)
 

 
(29,674,234
)
Dividends to mShares preferred stockholders
 

 

 
(89,491
)
 

 
(89,491
)
 

 
(89,491
)
Dividends to common stockholders ($0.455 per share)
 

 

 
(13,510,034
)
 

 
(13,510,034
)
 

 
(13,510,034
)
Balance at June 30, 2017
 
$
10,515

 
$
324,204

 
$
1,065,382,200

 
$
9,038,150

 
$
1,074,755,069

 
$
2,646,481

 
$
1,077,401,550



The accompanying notes are an integral part of these consolidated financial statements.
4



Preferred Apartment Communities, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Six months ended June 30,
 
 
2017
 
2016
Operating activities:
 
 
 
 
Net income (loss)
 
$
33,365,682

 
$
(3,172,011
)
Reconciliation of net income (loss) to net cash provided by operating activities:
 
 
 
 
Depreciation expense
 
39,063,687

 
23,973,536

Amortization expense
 
14,219,503

 
9,343,165

Amortization of above and below market leases
 
(1,561,873
)
 
(593,455
)
Deferred revenues and fee income amortization
 
(804,532
)
 
(492,490
)
Lease incentive cost amortization
 
92,471

 

Deferred loan cost amortization
 
2,649,602

 
1,393,318

(Increase) decrease in accrued interest income on real estate loans
 
(2,976,494
)
 
543,167

Equity compensation to executives and directors
 
1,744,255

 
1,256,296

Other
 
189,400

 
(1,067
)
Gain on sale of real estate
 
(37,639,009
)
 
(4,271,506
)
Loss on extinguishment of debt
 
888,428

 

Changes in operating assets and liabilities:
 
 
 
 
Decrease (increase) in tenant receivables and other assets
 
(3,619,041
)
 
433,419

(Increase) in tenant lease incentives
(7,239,142
)
 

Increase in accounts payable and accrued expenses
 
4,136,539

 
3,374,618

Decrease (increase) in accrued interest payable
 
(159,833
)
 
1,072,770

Net cash provided by operating activities
 
42,349,643

 
32,859,760

 
 
 
 
 
Investing activities:
 
 
 
 
Investments in real estate loans
 
(70,319,643
)
 
(75,603,964
)
Repayments of real estate loans
 
9,866,000

 
27,695,229

Notes receivable issued
 
(3,728,561
)
 
(8,051,980
)
Notes receivable repaid
 
1,967,124

 
9,615,213

Note receivable issued to and draws on line of credit by related party
 
(14,978,535
)
 
(18,653,990
)
Repayments of line of credit by related party
 
14,254,008

 
13,842,681

Origination fees received on real estate loans
 
834,888

 
2,249,137

Origination fees paid on real estate loans
 
(417,444
)
 
(1,124,226
)
Acquisition of properties
 
(191,992,655
)
 
(404,186,508
)
Disposition of properties, net
 
118,241,692

 
10,606,386

Additions to real estate assets - improvements
 
(7,763,257
)
 
(3,990,551
)
Deposits paid on acquisitions
 
(919,534
)
 
(11,194,950
)
Decrease (increase) in restricted cash
 
7,108,164

 
(4,291,485
)
Net cash used in investing activities
 
(137,847,753
)
 
(463,089,008
)
 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from mortgage notes payable
 
156,280,000

 
249,840,000

Repayments mortgage notes payable
 
(116,052,865
)
 
(4,692,524
)
Payments for deposits and other mortgage loan costs
 
(6,038,969
)
 
(9,616,676
)
Payments for mortgage prepayment costs
 
(817,313
)
 

Proceeds from real estate loan participants
 
165,840

 
135,398

Payments to real estate loan participants
 
(2,466,500
)
 

Proceeds from lines of credit
 
97,000,000

 
195,500,000

Payments on lines of credit
 
(186,000,000
)
 
(201,500,000
)
Proceeds from Term Loan
 

 
46,000,000

Repayment of the Term Loan
 

 
(5,000,000
)
Proceeds from sales of Units, net of offering costs and redemptions
 
128,699,644

 
180,446,649

Proceeds from sales of Common Stock
 
56,115,635

 

Proceeds from exercises of warrants
 
14,900,868

 
9,380,346

Common Stock dividends paid
 
(11,711,273
)
 
(8,750,488
)
Series A Preferred Stock dividends paid
 
(28,990,642
)
 
(16,284,348
)
Distributions to non-controlling interests
 
(393,699
)
 
(170,630
)
Payments for deferred offering costs
 
(4,458,506
)
 
(1,780,973
)
Net cash provided by financing activities
 
96,232,220

 
433,506,754

 
 
 
 
 
Net increase in cash and cash equivalents
 
734,110

 
3,277,506

Cash and cash equivalents, beginning of period
 
12,321,787

 
2,439,605

Cash and cash equivalents, end of period
 
$
13,055,897

 
$
5,717,111

 
 
 
 
 

The accompanying notes are an integral part of these consolidated financial statements.
5



 
 
 
 
 
Preferred Apartment Communities, Inc.
Consolidated Statements of Cash Flows - continued
(Unaudited)
 
 
Six months ended June 30,
 
 
2017
 
2016
Supplemental cash flow information:
 
 
 
 
Cash paid for interest
 
$
28,811,760

 
$
16,231,180

 
 
 
 
 
Supplemental disclosure of non-cash activities:
 
 
 
 
Accrued capital expenditures
 
$
2,131,921

 
$
1,369,091

Writeoff of fully depreciated or amortized assets and liabilities
 
$
386,825

 
$
1,124,625

Lessee-funded tenant improvements, capitalized as landlord assets
 
$
16,199,730

 
$

Dividends payable - Common Stock
 
$
7,539,376

 
$
4,772,587

Dividends payable - Series A Preferred Stock
 
$
5,145,030

 
$
3,320,938

Dividends payable - mShares Preferred Stock
 
$
47,066

 
$

Dividends declared but not yet due and payable
 
$
11,820

 
$

Partnership distributions payable to non-controlling interests
 
$
211,781

 
$
179,449

Accrued and payable deferred offering costs
 
$
431,470

 
$
1,172,932

Offering cost reimbursement to related party
 
$
220,268

 
$
222,206

Reclass of offering costs from deferred asset to equity
 
$
1,751,975

 
$
3,699,985

Extinguishment of land loan for property
 
$

 
$
6,250,000

Proceeds of like-kind exchange funds for dispositions
 
$
31,288,252

 
$

Use of like-kind exchange funds for acquisitions
 
$
31,288,252

 
$

Fair value issuances of equity compensation
 
$
4,088,499

 
$
3,134,281

Mortgage loans assumed on acquisitions
 
$
57,324,227

 
$

Noncash repayment of mortgages through refinance
 
$
65,000,000

 
$



The accompanying notes are an integral part of these consolidated financial statements.
6


Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements
June 30, 2017



1.
Organization and Basis of Presentation

Preferred Apartment Communities, Inc. was formed as a Maryland corporation on September 18, 2009, and elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, effective with its tax year ended December 31, 2011. Unless the context otherwise requires, references to the "Company", "we", "us", or "our" refer to Preferred Apartment Communities, Inc., together with its consolidated subsidiaries, including Preferred Apartment Communities Operating Partnership, L.P., or the Operating Partnership. The Company was formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of its business strategy, the Company may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and 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, the Company also may acquire or originate senior mortgage loans, subordinate loans or real estate loan investments secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest a lesser portion of its assets in other real estate related investments, including other income-producing property types, senior mortgage loans, subordinate loans or real estate loan investments secured by interests in other income-producing property types, or membership or partnership interests in other income-producing property types as determined by its Manager (as defined below) as appropriate for the Company. The Company is externally managed and advised by Preferred Apartment Advisors, LLC, or its Manager, a Delaware limited liability company and related party (see Note 6).

As of June 30, 2017, the Company had 32,420,391 shares of common stock, par value $0.01 per share, or Common Stock, issued and outstanding and was the approximate 97.3% owner of the Operating Partnership at that date. The number of partnership units not owned by the Company totaled 901,195 at June 30, 2017 and represented Class A OP Units of the Operating Partnership, or Class A OP Units. The Class A OP Units are convertible at any time at the option of the holder into the Operating Partnership's choice of either cash or Common Stock. In the case of cash, the value is determined based upon the trailing 20-day volume weighted average price of the Company's Common Stock.

The Company controls the Operating Partnership through its sole general partner interest and conducts substantially all of its business through the Operating Partnership. The Company has determined the Operating Partnership is a variable interest entity, or VIE, of which the Company is the primary beneficiary. New Market Properties, LLC owns and conducts the business of our grocery-anchored shopping centers. Preferred Office Properties owns and conducts the business of our portfolio of office buildings. Preferred Campus Communities was formed to acquire off-campus student housing communities. Each of these entities are wholly-owned subsidiaries of the Operating Partnership.

Basis of Presentation

These consolidated financial statements include all of the accounts of the Company and the Operating Partnership presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. All significant intercompany transactions have been eliminated in consolidation. Certain adjustments have been made consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of the Company's financial condition and results of operations. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The year end condensed balance sheet data was derived from audited financial statements, but does not include all the disclosures required by GAAP. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 2016 Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on March 1, 2017.
    
2.
Summary of Significant Accounting Policies

Acquisitions and Impairments of Real Estate Assets
When the Company acquires property, it allocates the aggregate purchase price to tangible assets, consisting of land, building, site improvements and furniture, fixtures and equipment, and identifiable intangible assets, consisting of the value of in- place leases


7

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


and above-market and below-market leases as described further below, using estimated fair values of each component at the time of purchase. The Company follows the guidance as outlined in ASC 805-10, Business Combinations, as amended by ASU-2017-01.
Tangible assets
The fair values of land acquired is calculated under the highest and best use model, using formal appraisals and comparable land sales, among other inputs. Building value is determined by valuing the property on a “go-dark” basis as if it were vacant, and also using a replacement cost approach, which two results are then reconciled. Site improvements are valued using replacement cost. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. The values of furniture, fixtures, and equipment are estimated by calculating their replacement cost and reducing that value by factors based upon estimates of their remaining useful lives.
Identifiable intangible assets
In-place leases
Multifamily communities and student housing properties
The fair value of in-place leases are estimated by calculating the estimated time to fill a hypothetically empty apartment complex to its stabilization level (estimated to be 93% occupancy) based on historical observed move-in rates for each property, and which approximate market rates. Carrying costs during these hypothetical expected lease-up periods are estimated, considering current market conditions and include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates. The intangible assets are calculated by estimating the net cash flows of the in-place leases to be realized, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. The acquired in-place lease values are amortized to operating expense over the average remaining non-cancelable term of the respective in-place leases.
Grocery-anchored shopping centers and office buildings
The fair value of in-place leases represent the value of direct costs associated with leasing, including opportunity costs associated with lost rentals that are avoided by acquiring in-place leases. Direct costs associated with obtaining a new tenant include commissions, legal and marketing costs, incentives such as tenant improvement allowances and other direct costs. Such direct costs are estimated based on our consideration of current market costs to execute a similar lease. The value of opportunity costs is calculated using the estimated market lease rates and the estimated absorption period of the space. These direct costs and opportunity costs are included in the accompanying consolidated balance sheets as acquired intangible assets and are amortized to expense over the remaining term of the respective leases.
Above-market and below-market lease values
Multifamily communities and student housing properties
These values are usually not significant or are not applicable for these properties.
Grocery-anchored shopping centers and office buildings
The values of above-market and below-market leases are developed by comparing the Company's estimate of the average market rents and expense reimbursements to the average contract rent at the property acquisition date. The amount by which contract rent and expense reimbursements exceed estimated market rent are summed for each individual lease and discounted for a singular aggregate above-market lease intangible asset for the property. The amount by which estimated market rent exceeds contract rent and expense reimbursements are summed for each individual lease and discounted for a singular aggregate below-market lease intangible liability. The above-market or below-market lease values are recorded as a reduction or increase, respectively, to rental revenue over the remaining noncancelable term of the respective leases, plus any below-market probable renewal options.
Impairment assessment
The Company evaluates its tangible and identifiable intangible real estate assets for impairment when events such as declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total


8

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


undiscounted cash flows of the asset group, including proceeds from disposition, are compared to the net book value of the asset group. If this test indicates that impairment exists, an impairment loss is recorded in earnings equal to the shortage of the book value to fair value, calculated as the discounted net cash flows of the asset group.
Revenue Recognition
Multifamily communities and student housing properties
Rental revenue is recognized when earned from residents of the Company's multifamily communities, which is over the terms of rental agreements, typically of 12 months’ duration. The Company evaluates the collectability of amounts due from residents and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of residents to make required payments then due under lease agreements. The balance of amounts due from residents are generally deemed uncollectible 30 days beyond the due date, at which point they are fully reserved.
Grocery-anchored shopping centers and office buildings
Rental revenue from tenants' operating leases in the Company's grocery-anchored shopping centers and office buildings is recognized on a straight-line basis over the term of the lease. Revenue based on "percentage rent" provisions that provide for additional rents that become due upon achievement of specified sales revenue targets (as specified in each lease agreement) is recognized only after the tenant exceeds its specified sales revenue target. Revenue from reimbursements of the tenants' share of real estate taxes, insurance and common area maintenance, or CAM, costs are recognized in the period in which the related expenses are incurred. Lease termination revenues are recognized ratably over the revised remaining lease term after giving effect to the termination notice or when tenant vacates and the Company has no further obligations under the lease. Rents and tenant reimbursements collected in advance are recorded as prepaid rent within other liabilities in the accompanying consolidated balance sheets. The Company estimates the collectability of the tenant receivable related to rental and reimbursement billings due from tenants and straight-line rent receivables, which represent the cumulative amount of future adjustments necessary to present rental revenue on a straight-line basis, by taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. The Company may provide retail and office building tenants an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements, recognition of rental revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. For our office buildings, if the improvement is deemed to be a “landlord asset,” and the tenant funded the tenant improvements, the cost is amortized over the term of the underlying lease as rental revenues. In order to qualify as a landlord asset, the specifics of the tenant’s assets are reviewed, including the Company's approval of the tenant’s detailed expenditures, whether such assets may be usable by other future tenants, whether the Company has consent to alter or remove the assets from the premises and generally remain the Company's property at the end of the lease.

Acquisition Costs

Through December 31, 2016, the Company expensed property acquisition costs as incurred, which include costs such as due diligence, legal, certain accounting, environmental and consulting, when the acquisition constituted a business combination. As described below in the section entitled New Accounting Pronouncements, Accounting Standards Update 2017-01 was adopted by the Company effective January 1, 2017, which changed the definition of a business. Under this new guidance, most property acquisitions made by the Company will fall within the category of acquired assets rather than acquired businesses. This distinction will cause the Company to capitalize its costs for acquisitions, allocate them to the fair value of acquired assets and liabilities and amortize these costs over the remaining useful lives of those assets and liabilities.



9

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company anticipates selecting the modified retrospective transition method with a cumulative effect recognized as of the date of adoption and will adopt the new standard effective January 1, 2018, when effective. The Company is currently evaluating the pending guidance but does not believe the adoption of ASU 2014-09 will have a material impact on its results of operations or financial condition, primarily because most of its revenue is rental operations, to which this standard is not applicable. The Company does provide significant non-rental services to its residents and tenants related to ancillary services and common area reimbursements. The Company is continuing to evaluate the impact the adoption of ASU 2014-09 will have on its results of operations and financial condition.

In January 2016, the FASB issued Accounting Standards Update 2016-01 ("ASU 2016-01"), Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities. The new standard's applicable provisions to the Company include an elimination of the disclosure requirement of the significant inputs and assumptions underlying the fair value calculations of its financial instruments which are carried at amortized cost. The standard is effective on January 1, 2018, and early adoption is not permitted. The adoption of ASU 2016-01 will not impact the Company's results of operations or financial condition.
 
In February 2016, the FASB issued Accounting Standards Update 2016-02 ("ASU 2016-02"), Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impacts this standard will have on its results of operations and financial condition.

In June 2016, the FASB issued Accounting Standards Update 2016-13 ("ASU 2016-13"), Financial Instruments—Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial instruments carried at amortized cost to be presented at the net amount expected to be collected, utilizing a valuation account which reflects the cumulative net adjustments from the gross amortized cost value. Under existing GAAP, entities would not record a valuation allowance until a loss was probable of occurring. The standard is effective for the Company on January 1, 2020. The Company is currently evaluating methods of deriving initial valuation accounts to be applied to its real estate loan portfolio. The Company is continuing to evaluate the pending guidance but does not believe the adoption of ASU 2016-13 will have a material impact on its results of operations or financial condition, since the Company has not yet experienced a credit loss related to any of its financial instruments.

In August 2016, the FASB issued Accounting Standards Update 2016-15 ("ASU 2016-15"), Statement of Cash Flows—(Topic 326): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies or establishes guidance for the presentation of various cash transactions on the statement of cash flows. The portion of the guidance applicable to the Company's business activities include the requirement that cash payments for debt prepayment or debt extinguishment costs be presented as cash out flows for financing activities. The standard is effective for the Company on January 1, 2018. The adoption of ASU 2016-15 will not impact the Company’s consolidated financial statements, since its current policy is to classify such costs as cash out flows for financing activities. 

In November 2016, the FASB issued Accounting Standards Update 2016-18 ("ASU 2016-18"), Statement of Cash Flows—(Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents when reconciling the beginning and ending amounts in the statements of cash flows. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company plans to adopt ASU 2016-18 on January 1, 2018. The Company currently reports changes in restricted cash within the investing activities section of its consolidated statements of cash flows and does not expect the adoption of ASU 2016-18 to impact its results of operations and financial condition.



10

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


In January 2017, the FASB issued Accounting Standards Update 2017-01 ("ASU 2017-01"), Business Combinations - (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company believes its future acquisitions of multifamily communities, office buildings, grocery-anchored shopping centers, and student housing properties will generally qualify as asset acquisitions. To the extent acquisitions are deemed to be asset acquisitions, acquisition costs have been and will be capitalized and amortized rather than expensed as incurred. The impact of the adoption of ASU 2017-01 was a increase of approximately $0.5 million of the Company's reported net loss available to common stockholders for the three-month period ended June 30, 2017 and an decrease of approximately $2.7 million of the Company's reported net income available to common stockholders for the six-month period ended June 30, 2017 than it would have under previous guidance.

In February 2017, the FASB issued Accounting Standards Update 2017-05 (“ASU 2017-05”), Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and for partial sales of nonfinancial assets, and is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2017.  The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect recognized as of the date of adoption and the Company currently expects to adopt ASU 2017-05 utilizing the prospective method but is continuing to evaluate the impact the adoption of this accounting standard will have on its financial statements.

3. Real Estate Assets

The Company's real estate assets consisted of:

 
 
As of:
 
 
6/30/17
 
12/31/16
Multifamily communities:
 
 
 
 
Properties (1)
 
25

 
24

Units
 
8,074

 
8,049

New Market Properties (2)
 
 
 
 
Properties
 
33

 
31

Gross leasable area (square feet) (3)
 
3,477,941

 
3,295,491

Student housing properties:
 
 
 
 
Properties
 
2

 
1

Units
 
444

 
219

Beds
 
1,319

 
679

Office buildings:
 
 
 
 
Properties
 
3

 
3

Rentable square feet
 
1,094,000

 
1,096,834

 
 
 
 
 
(1) The acquired second phase of the Summit Crossing community is managed in combination with the initial phase and so together are considered a single property, as are the three assets that comprise the Lenox Portfolio.
(2) See note 12, Segment information.
(3) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and not included in the totals above.

On January 20, 2017, the Company closed on the sale of its 364-unit multifamily community in Kansas City, Kansas, or Sandstone Creek, to an unrelated third party for a purchase price of $48.1 million, exclusive of closing costs and resulting in a gain of $0.3 million, which is net of disposition expenses including $1.4 million of debt defeasance related costs. Sandstone Creek contributed approximately $1.2 million and $(0.6) million of net income (loss) to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016, respectively.


11

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017



On March 7, 2017, the Company closed on the sale of its 408-unit multifamily community in Atlanta, Georgia, or Ashford Park, to an unrelated third party for a purchase price of $65.5 million, exclusive of closing costs and resulting in a gain of $30.4 million, which is net of disposition expenses including $1.1 million of debt defeasance related costs plus a prepayment premium of approximately $0.4 million. Ashford Park contributed approximately $2.3 million and $0.4 million of net income to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016, respectively.

On May 25, 2017, the Company closed on the sale of its 300-unit multifamily community in Dallas, Texas, or Enclave at Vista Ridge, to an unrelated third party for a purchase price of $44.0 million, exclusive of closing costs and resulting in a gain of $6.9 million, net of disposition expenses including $2.1 million of debt defeasance related costs. Enclave at Vista Ridge contributed approximately $9.8 million and $(0.1) million of net income (loss) to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016, respectively.

The carrying amounts of the significant assets and liabilities of the disposed properties at the dates of sale were:
 
 
Sandstone Creek
 
Ashford Park
 
Enclave at Vista Ridge
 
 
1/20/2017
 
3/7/2017
 
5/25/2017
Real estate assets:
 
 
 
 
 
 
Land
 
$
2,846,197

 
$
10,600,000

 
$
4,704,917

Building and improvements
 
41,859,684

 
24,075,263

 
29,915,903

Furniture, fixtures and equipment
 
5,278,268

 
4,222,858

 
2,874,403

Accumulated depreciation
 
(4,808,539
)
 
(6,816,193
)
 
(3,556,362
)
 
 
 
 
 
 
 
Total assets
 
$
45,175,610

 
$
32,081,928

 
$
33,938,861

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
Mortgage note payable
 
$
30,840,135

 
$
25,626,000

 
$
24,862,000

Supplemental mortgage note
 
$

 
$
6,373,717

 
$


Multifamily communities acquired

During the six-month periods ended June 30, 2017 and 2016, the Company completed the acquisition of the following multifamily communities and student housing property:
Acquisition date
 
Property
 
Location
 
Approximate purchase price (millions) (1)
 
Units
 
 
 
 
 
 
 
 
 
2/28/2017
 
Regents on University (2)
 
Tempe, Arizona
 
$
53.3

 
225

3/3/2017
 
Broadstone at Citrus Village
 
Tampa, Florida
 
$
47.4

 
296

3/24/2017
 
Retreat at Greystone
 
Birmingham, Alabama
 
$
50.0

 
312

3/31/2017
 
Founders Village
 
Williamsburg, Virginia
 
$
44.4

 
247

4/26/2017
 
Claiborne Crossing
 
Louisville, Kentucky
 
$
45.2

 
242

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,322

 
 
 
 
 
 
 
 
 
1/5/2016
 
Baldwin Park
 
Orlando, Florida
 
$
110.8

 
528

1/15/2016
 
Crosstown Walk
 
Tampa, Florida
 
$
45.8

 
342

2/1/2016
 
Overton Rise
 
Atlanta, Georgia
 
$
61.1

 
294

5/31/2016
 
Avalon Park
 
Orlando, Florida
 
$
92.5

 
487

6/1/2016
 
North by Northwest (3)
 
Tallahassee, Florida
 
$
46.1

 
219

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,870

(1) Purchase prices shown are exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities.
(2) A 640-bed student housing community located adjacent to the campus of Arizona State University in Tempe, Arizona.
(3) A 679-bed student housing community located adjacent to the campus of Florida State University in Tallahassee, Florida.


12

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The Company allocated the purchase prices and, for acquisitions that closed subsequent to January 1, 2017, capitalized acquisition costs, to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities.
2017 Multifamily Communities acquired
Broadstone at Citrus Village
 
Regents on University
 
Retreat at Greystone
 
Founders Village
 
Claiborne Crossing
 
 
 
 
 
 
 
 
 
 
Land
$
4,809,113

 
$
7,440,934

 
$
4,077,262

 
$
5,314,862

 
$
2,147,217

Buildings and improvements
34,180,983

 
40,058,727

 
35,336,277

 
32,853,763

 
30,551,646

Furniture, fixtures and equipment
6,299,645

 
3,771,432

 
9,125,302

 
5,907,345

 
7,027,257

Lease intangibles
1,624,752

 
2,344,404

 
1,844,476

 
1,421,197

 
1,268,810

Mark to market debt assumption asset
893,385

 

 

 

 
4,447,751

Prepaids & other assets
744,970

 
808,045

 
871,684

 
938,419

 
1,120,728

Escrows
67,876

 

 
101,503

 

 

Accrued taxes
(108,286
)
 
(71,856
)
 
(139,046
)
 

 
(115,728
)
Security deposits, prepaid rents, and other liabilities
(24,887
)
 
(377,735
)
 
(108,573
)
 
(103,204
)
 
(130,850
)
 
 
 
 
 
 
 
 
 
 
Net assets acquired
$
48,487,551

 
$
53,973,951

 
$
51,108,885

 
$
46,332,382

 
$
46,316,831

 
 
 
 
 
 
 
 
 
 
Cash paid
$
18,237,551

 
$
16,488,951

 
$
1,660,888

 
$
1,438,320

 
$
19,242,604

Use of 1031 proceeds

 

 
14,237,997

 
13,289,062

 

Mortgage debt
30,250,000

 
37,485,000

 
35,210,000

 
31,605,000

 
27,074,227

 
 
 
 
 
 
 
 
 
 
Total consideration
$
48,487,551

 
$
53,973,951

 
$
51,108,885

 
$
46,332,382

(1 
) 
$
46,316,831

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2017:
 
 
 
 
 
 
 
 
 
Revenue
$
1,087,000

 
$
1,422,000

 
$
1,209,000

 
$
1,003,000

 
$
733,000

Net income (loss)
$
(719,000
)
 
$
(1,553,000
)
 
$
(687,000
)
 
$
(507,000
)
 
$
(827,000
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2017:
 
 
 
 
 
 
 
 
 
Revenue
$
1,460,000

 
$
1,894,000

 
$
1,298,000

 
$
1,003,000

 
$
733,000

Net income (loss)
$
(793,000
)
 
$
(1,895,000
)
 
$
(931,000
)
 
$
(705,000
)
 
$
(827,000
)
 
 
 
 
 
 
 
 
 
 
Capitalized acquisition costs incurred by the Company
$
458,000

 
$
290,000

 
$
383,000

 
$
1,103,000

 
293,000

Acquisition costs paid to related party (included above)
$
24,000

 
$
60,000

 
$
56,000

 
$
8,000

 
22,000

Remaining amortization period of intangible
 
 
 
 
 
 
 
 
 
 assets and liabilities (months)
35.3

 
1.5

 
8.5

 
8.5

 
90.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The Company's real estate loan investment in support of Founders Village was repaid in full at the closing of the acquisition of the property.


13

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


2016 Multifamily Communities acquired
North by Northwest
 
Avalon Park
 
Overton Rise
 
Baldwin Park
 
Crosstown Walk
Land
$
8,281,054

 
$
7,410,048

 
$
8,511,370

 
$
17,402,882

 
$
5,178,375

Buildings and improvements
34,355,922

 
80,558,636

 
44,710,034

 
87,105,757

 
33,605,831

Furniture, fixtures and equipment
2,623,916

 
1,790,256

 
6,286,105

 
3,358,589

 
5,726,583

Lease intangibles
799,109

 
2,741,060

 
1,611,314

 
2,882,772

 
1,323,511

Prepaids & other assets
79,626

 
99,297

 
73,754

 
229,972

 
125,706

Escrows
1,026,419

 
3,477,157

 
354,640

 
2,555,753

 
291,868

Accrued taxes
(321,437
)
 
(394,731
)
 
(66,422
)
 
(17,421
)
 
(25,983
)
Security deposits, prepaid rents, and other liabilities
(159,462
)
 
(207,623
)
 
(90,213
)
 
(226,160
)
 
(53,861
)
 
 
 
 
 
 
 
 
 
 
Net assets acquired
$
46,685,147

 
$
95,474,100

 
$
61,390,582

 
$
113,292,144

 
$
46,172,030

 
 
 
 
 
 
 
 
 
 
Cash paid
$
12,831,872

 
$
30,474,100

 
$
20,090,582

 
$
35,492,144

 
$
13,632,030

Mortgage debt (1)
33,853,275

 
65,000,000

 
41,300,000

 
77,800,000

 
32,540,000

 
 
 
 
 
 
 
 
 
 
Total consideration
$
46,685,147

 
$
95,474,100

 
$
61,390,582

 
$
113,292,144

 
$
46,172,030

 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2017:
 
 
 
 
 
 
 
 
 
Revenue
$
1,471,000

 
$
2,047,000

 
$
1,313,000

 
$
2,351,000

 
$
1,292,000

Net income (loss)
$
(69,000
)
 
$
(1,047,000
)
 
$
(121,000
)
 
$
(686,000
)
 
$
(88,000
)
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2017:
 
 
 
 
 
 
 
 
 
Revenue
$
2,936,000

 
$
4,015,000

 
$
2,579,000

 
$
4,714,000

 
$
2,590,000

Net income (loss)
$
(202,000
)
 
$
(2,280,000
)
 
$
(267,000
)
 
$
(1,270,000
)
 
$
(129,000
)
 
 
 
 
 
 
 
 
 
 
Cumulative acquisition costs incurred by the Company
$
378,000

 
$
1,315,000

 
$
115,000

 
$
1,848,000

 
$
319,000

Remaining amortization period of intangible
 
 
 
 
 
 
 
 
 
 assets and liabilities (months)
0.0

 
0.0

 
0.0

 
0.0

 
0.0


Grocery-anchored shopping centers acquired

During the six months ended June 30, 2017, the Company completed the acquisition of the following grocery-anchored shopping centers:
Acquisition date
 
Property
 
Location
 
Approximate purchase price (millions) (1)
 
Gross leasable area (square feet)
4/21/17
 
Castleberry-Southard
 
Atlanta, Georgia
 
$
17.6

 
80,018

6/6/17
 
Rockbridge Village
 
Atlanta, Georgia
 
$
20.3

 
102,432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
182,450

 
 
 
 
 
 
 
 
 
(1) Purchase prices shown are exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities.

The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities.



14

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


New Market Properties 2017 acquisitions
 
Castleberry-Southard
 
Rockbridge Village
Land
 
$
3,023,731

 
$
3,141,325

Buildings and improvements
 
13,471,240

 
15,666,091

Tenant improvements
 
670,376

 
278,340

In-place leases
 
990,663

 
1,249,694

Above market leases
 
123,084

 
59,267

Leasing costs
 
464,544

 
301,761

Below market leases
 
(1,081,145
)
 
(332,725
)
Other assets
 
67,899

 
7,136

Other liabilities
 
(162,499
)
 
(89,212
)
 
 
 
 
 
Net assets acquired
 
$
17,567,893

 
$
20,281,677

 
 
 
 
 
Cash paid
 
$
2,306,703

 
$
6,031,677

Use of 1031 proceeds
 
3,761,190

 

Mortgage debt
 
11,500,000

 
14,250,000

 
 
 
 
 
Total consideration
 
$
17,567,893

 
$
20,281,677

 
 
 
 
 
Three months ended June 30, 2017:
 
 
 
 
Revenue
 
$
246,000

 
$
110,000

Net income (loss)
 
$
(88,000
)
 
$
8,000

 
 
 
 
 
Six months ended June 30, 2017:
 
 
 
 
Revenue
 
$
246,000

 
$
110,000

Net income (loss)
 
$
(88,000
)
 
$
8,000

 
 
 
 
 
Capitalized acquisition costs incurred by the Company
 
$
78,000

 
$
114,000

Capitalized acquisition costs paid to related party (included above)
 
19,000

 
23,000

Remaining amortization period of intangible
 
 
 
 
 assets and liabilities (years)
 
10.0

 
7.8


During the six months ended June 30, 2016, the Company completed the acquisition of the following grocery-anchored shopping centers:
Acquisition date
 
Property
 
Location
 
Approximate purchase price (millions) (1)
 
Gross leasable area (square feet)
2/29/16
 
Wade Green Village 
 
Atlanta, Georgia
 
$
11.0

 
74,978

4/29/16
 
Southeastern Six Portfolio
 
(2) 
 
$
68.7

 
535,252

5/16/16
 
The Market at Victory Village
 
Nashville, Tennessee
 
$
15.6

 
71,300

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
681,530

 
 
 
 
 
 
 
 
 

(1) Purchase price shown is exclusive of acquired escrows, security deposits, prepaids, and other miscellaneous assets and assumed liabilities.
(2) The six grocery-anchored shopping centers located in Georgia, South Carolina and Alabama are referred to collectively as the Southeastern Six Portfolio.

The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities.



15

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


New Market Properties 2016 acquisition
 
The Market at Victory Village
 
Southeastern Six Portfolio
 
Wade Green Village
 
Land
 
$
2,271,224

 
$
14,081,647

 
$
1,840,284

 
Buildings and improvements
 
11,872,222

 
48,598,731

 
8,159,147

 
Tenant improvements
 
402,973

 
993,530

 
251,250

 
In-place leases
 
847,939

 
4,906,398

 
841,785

 
Above market leases
 
100,216

 
86,234

 
107,074

 
Leasing costs
 
253,640

 
992,143

 
167,541

 
Below market leases
 
(198,214
)
 
(1,069,877
)
 

 
Other assets
 
157,775

 
600,069

 
10,525

 
Other liabilities
 
(179,546
)
 
(437,008
)
 
(59,264
)
 
 
 
 
 
 
 
 
 
Net assets acquired
 
$
15,528,229

 
$
68,751,867

 
$
11,318,342

 
 
 
 
 
 
 
 
 
Cash paid
 
$
6,278,229

 
$
43,751,867

 
$
6,245,683

(1) 
Class A OP Units granted
 

 

 
5,072,659

(2) 
Mortgage debt
 
9,250,000

(3) 
25,000,000

 

(4) 
 
 
 
 
 
 
 
 
Total consideration
 
$
15,528,229

 
$
68,751,867

 
$
11,318,342

 
 
 
 
 
 
 
 
 
Three months ended June 30, 2017:
 
 
 
 
 
 
 
Revenue
 
$
337,000

 
$
1,593,000

 
$
247,000

 
Net income (loss)
 
$
(31,000
)
 
$
(84,000
)
 
$
(77,000
)
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2017:
 
 
 
 
 
 
 
Revenue
 
$
695,000

 
$
3,154,000

 
$
521,000

 
Net income (loss)
 
$
(51,000
)
 
$
(177,000
)
 
$
(180,000
)
 
 
 
 
 
 
 
 
 
Cumulative acquisition costs incurred by the Company
 
$
111,000

 
$
633,000

 
$
297,000

 
Remaining amortization period of intangible
 
 
 
 
 
 
 
 assets and liabilities (years)
 
7.9

 
4.0

 
1.9

 

(1) The contributor had an outstanding $6.25 million bridge loan secured by the property issued by Madison Wade Green Lending, LLC, an indirect wholly owned entity of the Company. Upon contribution of the property, the Company assumed the loan and concurrently extinguished the obligation.

(2) As partial consideration for the property contribution, the Company granted 419,228 Class A OP Units to the contributor, net of contribution adjustments at closing. The value and number of Class A OP Units to be granted at closing was determined during the contract process and remeasured at fair value as of the contribution date of February 29, 2016. Class A OP Units are exchangeable for shares of Common Stock on a one-for-one basis, or cash, at the election of the Operating Partnership. Therefore, the Company determined the fair value of the Units to be equivalent to the price of its common stock on the closing date of the acquisition.

(3) The Company assumed the existing mortgage in conjunction with its acquisition of The Market at Victory Village.

(4) Subsequent to the closing of the acquisition, the Company closed on a mortgage loan on Wade Green Village in the amount of $8.2 million.

Office buildings

In the Company's Annual Report on Form 10-K for the year ended December 31, 2016, the Company reported a misclassified amount of tenant improvements on its acquisition of the Three Ravinia office building. The impact on the Company's Consolidated Balance Sheet for the year ended December 31, 2016 was an understatement of buildings and improvements of approximately $14.2 million and an overstatement of tenant improvements of the same amount, as shown in the table below. The Company assessed the impact of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (SAB) No. 99 and SAB No. 108 and concluded that it was not material to the Company’s previously issued Financial Statements. In order to conform previous financial statements with the current period, the Company elected to revise previously issued financial statements the next time such financial statements are filed. The revision had no impact on the Consolidated Statement of Operations, Consolidated Statement of Stockholder’s Equity, or the Consolidated Statement of Cash Flows.


16

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017





Consolidated balance sheet as of December 31, 2016
 
As previously reported
 
Adjustment
 
As revised
Real estate
 
 
 
 
 
 
Building and improvements
 
$
1,499,129,649

 
$
14,164,111

 
$
1,513,293,760

Tenant improvements
 
$
37,806,472

 
$
(14,164,111
)
 
$
23,642,361


Three Ravinia acquisition
 
As previously reported
 
Adjustment
 
As revised
Real estate
 
 
 
 
 
 
Buildings and improvements
 
$
133,323,658

 
$
14,164,111

 
$
147,487,769

Tenant improvements
 
$
20,698,893

 
$
(14,164,111
)
 
$
6,534,782


The error in the prior year purchase price allocation for the Three Ravinia acquisition was related to the expenditure timing of landlord funded tenant allowances and the related recognition of value at the acquisition date.

The Company recorded aggregate amortization and depreciation expense of:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Depreciation:
 
 
 
 
 
 
 
 
Buildings and improvements
 
$
13,423,643

 
$
7,832,592

 
$
25,844,692

 
$
14,613,736

Furniture, fixtures, and equipment
 
7,352,433

 
4,937,888

 
13,218,995

 
9,359,800

 
 
20,776,076

 
12,770,480

 
39,063,687

 
23,973,536

Amortization:
 
 
 
 
 
 
 
 
Acquired intangible assets
 
7,520,630

 
5,184,271

 
14,020,200

 
9,318,164

Deferred leasing costs
 
149,371

 
10,032

 
181,762

 
14,889

Website development costs
 
10,924

 
5,192

 
17,541

 
10,112

Total depreciation and amortization
 
$
28,457,001

 
$
17,969,975

 
$
53,283,190

 
$
33,316,701


At June 30, 2017, the Company had recorded gross intangible assets of $138.1 million, and accumulated amortization of $56.6 million; gross intangible liabilities of $34.8 million and accumulated amortization of $5.7 million. Net intangible assets and liabilities as of June 30, 2017 will be amortized over the weighted average remaining amortization periods of approximately 6.2 years and 9.4 years, respectively.




17

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


4.     Real Estate Loans, Notes Receivable, and Line of Credit

At June 30, 2017, our portfolio of fixed rate, interest-only real estate loans consisted of:
 
 
June 30, 2017
 
December 31, 2016
Number of loans
 
27

 
26

Drawn amount
 
$
395,023,885

 
$
334,570,242

Deferred loan origination fees
 
(1,634,671
)
 
(1,809,174
)
Carrying value
 
$
393,389,214

 
$
332,761,068

 
 
 
 
 
Unfunded loan commitments
 
$
46,990,969

 
$
76,546,234

Weighted average current interest, per annum (paid monthly)
 
8.50
%
 
8.26
%
Deferred interest, per annum
 
5.15
%
 
5.26
%

 
 
Principal balance
 
Deferred loan origination fees
 
Carrying value
December 31, 2016
 
$
334,570,242

 
$
(1,809,174
)
 
$
332,761,068

Loan fundings
 
70,319,643

 

 
70,319,643

Loan repayments
 
(9,866,000
)
 

 
(9,866,000
)
Commitment fees collected
 

 
586,947

 
586,947

Amortization of commitment fees
 

 
(412,444
)
 
(412,444
)
Balances as of June 30, 2017
 
$
395,023,885

 
$
(1,634,671
)
 
$
393,389,214


Property type
 
Number of loans
 
Carrying value
 
Commitment amount
 
Percentage of portfolio
Multifamily communities
 
17

 
$
235,634,091

 
$
259,983,510

 
60
%
Student housing properties
 
9

 
144,903,432

 
169,174,339

 
37
%
Grocery-anchored shopping centers
 
1

 
12,851,691

 
12,857,005

 
3
%
Balances as of June 30, 2017
 
27

 
$
393,389,214

 
$
442,014,854

 
 

The Palisades, Green Park, Stadium Village and 360 Forsyth loans are subject to a loan participation agreement with a syndicate of unaffiliated third parties, under which the syndicate is to fund approximately 25% of the loan commitment amount and collectively receive approximately 25% of interest payments, returns of principal and purchase option discount (if applicable). The Company's Encore loan is subject to a loan participation agreement of 49% of the loan commitment amount, interest payments, and return of principal. The aggregate amount of the Company's liability under the loan participation agreements at June 30, 2017 was approximately $18.6 million.

The Company's real estate loans are collateralized by 100% of the membership interests of the underlying project entity, and, where considered necessary, by unconditional joint and several repayment guaranties and performance guaranties by the principal(s) of the borrowers. These guaranties generally remain in effect until the receipt of a final certificate of occupancy. All of the guaranties are subject to the rights held by the senior lender pursuant to a standard intercreditor agreement. The Crescent Avenue, Haven Northgate, and Fort Myers loans are also collateralized by the acquired land or property. The Haven West, 18 Nineteen and Haven South loans are additionally collateralized by an assignment by the developer of security interests in unrelated projects. Prepayment of the real estate loans are permitted in whole, but not in part, without the Company's consent.

Management monitors the credit quality of the obligors under each of the Company's real estate loans by tracking the timeliness of scheduled interest and principal payments relative to the due dates as specified in the loan documents, as well as draw requests on the loans relative to the project budgets. In addition, management monitors the actual progress of development and construction relative to the construction plan, as well as local, regional and national economic conditions that may bear on our current and target markets. The credit quality of the Company’s borrowers is primarily based on their payment history on an individual loan basis,


18

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


and as such, the Company does not assign quantitative credit value measures or categories to its real estate loans and notes receivable in credit quality categories. At June 30, 2017, none of the Company's real estate loans were delinquent.
    
At June 30, 2017, our portfolio of notes and lines of credit receivable consisted of:

Borrower
 
Date of loan
 
Maturity date
 
Total loan commitments
 
Outstanding balance as of:
 
Interest rate
 
 
 
 
 
6/30/2017

 
12/31/2016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
360 Residential, LLC (1)
 
3/20/2013
 
12/31/2017
 
$
2,000,000

 
$
1,830,677

 
$
1,472,571

 
12
%
 
Preferred Capital Marketing Services, LLC (2)
 
1/24/2013
 
12/31/2017
 
1,500,000

 
1,034,198

 
1,082,311

 
10
%
 
Oxford Contracting, LLC (1)
 
8/27/2013
 
(3) 
 
1,500,000

 

 
1,475,000

 
8
%
 
Preferred Apartment Advisors, LLC (1,2,4)
 
8/21/2012
 
12/31/2018
 
15,000,000

 
14,261,133

 
13,708,761

 
8
%
 
Haven Campus Communities, LLC (1,2)
 
6/11/2014
 
12/31/2017
 
11,110,000

 
7,324,904

 
7,324,904

 
12
%
 
Oxford Capital Partners, LLC (1,5)
 
10/5/2015
 
12/31/2017
 
10,150,000

 
8,119,446

 
7,870,865

 
12
%
 
Newport Development Partners, LLC (1)
 
6/17/2014
 
6/30/2018
 
3,000,000

 

 

 
12
%
 
360 Residential, LLC II (1)
 
12/30/2015
 
12/31/2017
 
3,255,000

 
3,109,457

 
2,884,845

 
15
%
 
Mulberry Development Group, LLC (1)
 
3/31/2016
 
6/30/2018
 
500,000

 
385,000

 
177,000

 
12
%
 
360 Capital Company, LLC (1)
 
5/24/2016
 
12/31/2017
 
3,900,000

 
3,876,137

 
1,678,999

 
12
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized loan fees
 
 
 
 
 
 
 
(24,318
)
 
(59,581
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
51,915,000

 
$
39,916,634

 
$
37,615,675

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) The amounts payable under the terms of these revolving credit lines are collateralized by a personal guaranty of repayment by the principals of the borrower.
(2) See related party disclosure in Note 6.
(3) Note was repaid on April 6, 2017 and terminated at its maturity date of April 30, 2017.
(4) The amounts payable under this revolving credit line were collateralized by an assignment of the Manager's rights to fees due under the Fifth Amended and Restated Management Agreement between the Company and the Manager. See note 16.
(5) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $2,000,000 are collateralized by a personal guaranty of repayment by the principals of the borrower.
    
The Company recorded interest income and other revenue from these instruments as follows:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
Real estate loans:
 
 
 
 
 
 
 
 
Current interest payments
 
$
7,979,350

 
$
5,917,452

 
$
15,040,923

 
$
11,010,122

Additional accrued interest
 
4,475,333

 
3,443,642

 
8,888,473

 
6,716,297

Deferred origination fee amortization
 
327,772

 
196,127

 
586,946

 
435,726

 
 
 
 
 
 
 
 
 
Total real estate loan revenue
 
12,782,455

 
9,557,221

 
24,516,342

 
18,162,145

Interest income on notes and lines of credit
 
1,045,907

 
1,021,625

 
2,073,723

 
2,136,800

 
 
 
 
 
 
 
 
 
Interest income on loans and notes receivable
 
$
13,828,362

 
$
10,578,846

 
$
26,590,065

 
$
20,298,945


The Company extends loans for purposes such as to partially finance the development of multifamily residential communities, to acquire land in anticipation of developing and constructing multifamily residential communities, and for other real estate or real estate related projects. Certain of these loans include characteristics such as exclusive options to purchase the project within a specific time window following project completion and stabilization, the sufficiency of the borrowers' investment at risk and the existence of payment and performance guaranties provided by the borrowers, can cause the loans to create variable interests to the Company and require further evaluation as to whether the variable interest creates a variable interest entity, or VIE, which would necessitate consolidation of the project.
The Company considers the facts and circumstances pertinent to each entity borrowing under the loan, including the relative amount of financing the Company is contributing to the overall project cost, decision making rights or control held by the Company, guarantees provided by third parties, and rights to expected residual gains or obligations to absorb expected residual losses that


19

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


could be significant from the project. If the Company is deemed to be the primary beneficiary of a VIE, consolidation treatment would be required.
The Company has no decision making authority or power to direct activity, except normal lender rights, which are subordinate to the senior loans on the projects. The Company has concluded that it is not the primary beneficiary of the borrowing entities and therefore it has not consolidated these entities in its consolidated financial statements. The Company's maximum exposure to loss from these loans is their drawn amount as of June 30, 2017 of approximately $342.6 million. The maximum aggregate amount of loans to be funded as of June 30, 2017 was approximately $385.5 million.
The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310. For each loan, the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.
The Company is also subject to a geographic concentration of risk that could be considered significant with regard to the Haven West, Encore, Encore Capital, Green Park, Stadium Village, Summit Crossing III, Aldridge at Town Village, Bishop Street, Dawsonville Marketplace, Crescent Avenue and 360 Forsyth loans, all of which are partially supporting proposed various real estate projects in or near Atlanta, Georgia. The drawn amount of these loans as of June 30, 2017 totaled approximately $105.1 million (with a total commitment amount of approximately $110.0 million) and in the event of a total failure to perform by the borrowers and guarantors, would subject the Company to a total possible loss of that amount.

5. Redeemable Preferred Stock and Equity Offerings
On February 14, 2017, the Company terminated its offering of up to 900,000 Units, or Follow-on Offering, and on the same day, the Company’s registration statement on Form S-3 (Registration No. 333-211924) (the “$1.5 Billion Follow-on Registration Statement”)  was declared effective by the SEC. This $1.5 Billion Follow-on Registration Statement allows us to offer up to a maximum of 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 Unit Offering"). The price per Unit is $1,000, subject to adjustment if a participating broker-dealer reduces its commission. Each share of Preferred Stock ranks senior to Common Stock with respect to dividend rights and carries a cumulative annual 6% dividend of the stated per share value of $1,000, payable monthly as declared by the Company’s board of directors. Dividends begin accruing on the date of issuance. The redemption schedule of the Preferred Stock allows redemptions at the option of the holder from the date of issuance of the Preferred Stock through the first year subject to a 13% redemption fee. After year one, the redemption fee decreases to 10%, after year three it decreases to 5%, after year four it decreases to 3%, and after year five there is no redemption fee. Any redeemed shares of Preferred Stock are entitled to any accrued but unpaid dividends at the time of redemption and any redemptions may be in cash or Common Stock, at the Company’s discretion. The Warrant is exercisable by the holder at an exercise price of 120% of the current market price per share of the Common Stock on the date of issuance of such warrant with a minimum exercise price of $19.50 per share. The current market price per share of the Common Stock is determined using the closing price of the common stock immediately preceding the issuance of such Warrant. The Warrants are not exercisable until one year following the date of issuance and expire four years following the date of issuance. The Units are being offered by Preferred Capital Securities, LLC, or PCS, an affiliate of the Company, on a "reasonable best efforts" basis. The Company intends to invest substantially all the net proceeds of the $1.5 Billion Unit Offering in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes. Except as described in the $1.5 Billion Follow-on Registration Statement, the terms of the $1.5 Billion Unit Offering are substantially similar to those under the Follow-on Offering. As of February 14, 2017, which was the final closing of the Follow-on Offering, offering costs specifically identifiable to Unit offering closing transactions, such as commissions, dealer manager fees, and other registration fees, totaled approximately $97.2 million. These costs are reflected as a reduction of stockholders' equity at the time of closing. In addition, the costs related to the offering not related to a specific closing transaction totaled approximately $15.0 million. As of February 14, 2017, the Company had issued all available Units under the Primary Series A Offering and the Follow-on Offering and collected net proceeds of approximately $891.2 million after commissions. Since the maximum number of Units available to be issued under the Primary Series A Offering and the Follow-on Offering were issued, the Company consequently recognized 100.0% of the approximate $15.0 million deferred offering costs as a reduction of stockholders' equity.  

For the $1.5 Billion Unit Offering, as of June 30, 2017, offering costs specifically identifiable to Unit offering closing transactions, such as commissions, dealer manager fees, and other registration fees, totaled approximately $7.5 million. These costs are reflected as a reduction of stockholders' equity at the time of closing. In addition, the costs related to the offering not related to a specific closing transaction totaled approximately $2.5 million. As of June 30, 2017, the Company had issued 74,646 Units and collected net proceeds of approximately $67.1 million after commissions under the $1.5 Billion Unit Offering. The number of Units issued was approximately 5.0% of the maximum number of Units anticipated to be issued under the $1.5 Billion Unit Offering.


20

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


Consequently, the Company cumulatively recognized approximately 5.0% of the approximate $2.5 million deferred to date, or approximately $126,000 as a reduction of stockholders' equity. The remaining balance of offering costs not yet reflected as a reduction of stockholder's equity, approximately $2.4 million, are reflected in the asset section of the consolidated balance sheet as deferred offering costs at June 30, 2017. The remainder of current and future deferred offering costs related to the $1.5 Billion Unit Offering will likewise be recognized as a reduction of stockholders' equity in the proportion of the number of Units issued to the maximum number of Units anticipated to be issued. Offering costs not related to a specific closing transaction are subject to an overall cap of approximately 1.5% (discussed further below) of the total gross proceeds raised during the Unit offerings.

Cumulatively, a total of 20,503 shares of Preferred Stock have been subsequently redeemed from the Primary Series A Offering, the Follow-on Offering, and the $1.5 Billion Unit Offering. 

Aggregate offering expenses, including selling commissions and dealer manager fees, will be capped at 11.5% of the aggregate gross proceeds of the $1.5 Billion Unit Offering, of which the Company will reimburse its Manager up to 1.5% of the gross proceeds of such offering for all organization and offering expenses incurred, excluding selling commissions and dealer manager fees; however, upon approval by the conflicts committee of the board of directors, the Company may reimburse its Manager for any such expenses incurred above the 1.5% amount as permitted by the Financial Industry Regulatory Authority.

On May 5, 2016, the Company filed a registration statement on Form S-3 (File No. 333-211178), or the New Shelf Registration Statement, for an offering of up to $300 million of equity or debt securities, or the Shelf Offering, which was declared effective by the SEC on May 17, 2016. Deferred offering costs related to this Shelf Registration Statement totaled approximately $1.6 million as of June 30, 2017, of which $389,000 has been reflected as a reduction of stockholders' equity. The remaining balance of offering costs not yet reflected as a reduction of stockholder's equity, approximately $1,210,000, are reflected in the asset section of the consolidated balance sheet as deferred offering costs at June 30, 2017.

On May 12, 2017, the Company sold 2,750,000 shares of its Common Stock at a price of $15.25 per share pursuant to an underwritten public offering. On May 30, 2017, the Company sold an additional 412,500 shares of Common Stock at $15.25 per share pursuant to the exercise in full of an option received in connection with the public offering. The combined gross proceeds of the two sales was approximately $48.2 million before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company filed a prospectus to issue and sell up to $150 million of Common Stock from time to time in an "at the market" offering (the "2016 ATM Offering") through the sales agents named in the prospectus. The Company intends to use any proceeds from the 2016 ATM Offering to repay outstanding amounts under our existing senior secured revolving credit facility and for other general corporate purposes, which includes making investments in accordance with the Company's investment objectives. As of June 30, 2017, the Company cumulatively sold 2.4 million shares of common stock through the ATM Offering and collected net proceeds of approximately $32.9 million.

On December 2, 2016, the Company’s registration statement on Form S-3 (Registration No. 333-214531) (the “mShares Registration Statement”) was declared effective by the SEC. The mShares Registration Statement allows us to offer up to a maximum of 500,000 shares of Series M Redeemable Preferred Stock (“mShares”), par value $0.01 per share (the “mShares Offering”).  The mShares are being offered by PCS on a "reasonable best efforts" basis. The price per mShare is $1,000. Each mShare ranks senior to Common Stock and on parity with the Series A Preferred Stock with respect to dividend rights and carries a cumulative annual dividend of 5.75% per annum. Beginning one year from the date of original issuance of each mShare, and on each one year anniversary thereafter, the dividend rate increases by 0.25% per annum, up to a maximum of 7.5% per annum. Dividends are payable monthly as declared by the Company’s board of directors and begin accruing on the date of issuance. The redemption schedule of the mShares allows redemptions at the option of the holder from the date of issuance of the Preferred Stock through the first year subject to a 2% redemption fee. After year one, the redemption fee decreases to 1% and after year two there is no redemption fee. Any redeemed mShares are entitled to any accrued but unpaid dividends at the time of redemption and any redemptions may be in cash or Common Stock, at the Company’s discretion. The Company intends to invest substantially all the net proceeds of the mShares Offering in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes. 

As of June 30, 2017, offering costs specifically identifiable to mShares Offering closing transactions, such as commissions, dealer manager fees, and other registration fees, totaled approximately $0.4 million. These costs are reflected as a reduction of stockholders' equity at the time of closing. In addition, the costs related to the offering not related to a specific closing transaction totaled approximately $1.8 million. As of June 30, 2017, the Company had issued 7,850 mShares and collected net proceeds of approximately $7.5 million after commissions under the mShares Offering. The number of mShares issued was approximately


21

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


1.6% of the maximum number of mShares anticipated to be issued under the mShares Offering. Consequently, the Company cumulatively recognized approximately 1.6% of the approximate $1.8 million deferred to date, or approximately $28,000 as a reduction of stockholders' equity. The remaining balance of offering costs not yet reflected as a reduction of stockholder's equity, approximately $1.8 million, are reflected in the asset section of the consolidated balance sheet as deferred offering costs at June 30, 2017. The remainder of current and future deferred offering costs related to the mShares Offering will likewise be recognized as a reduction of stockholders' equity in the proportion of the number of mShares issued to the maximum number of mShares anticipated to be issued. Offering costs not related to a specific closing transaction are subject to an overall cap of approximately 1.5% (discussed further below) of the total gross proceeds raised during the mShares Offering.

Aggregate offering expenses, including dealer manager fees, are capped at 11.5% of the aggregate gross proceeds of the mShares Offering, of which the Company will reimburse its Manager up to 1.5% of the gross proceeds of such offering for all organization and offering expenses incurred, excluding dealer manager fees; however, upon approval by the conflicts committee of the board of directors, the Company may reimburse its Manager for any such expenses incurred above the 1.5% amount as permitted by the Financial Industry Regulatory Authority.

The Company's Series A Preferred Stock and mShares are redeemable at the option of the holder in either cash or the Company's Common Stock, at the Company's option. Since the Company controls the form of redemption, it presents its Series A Preferred Stock and mShares as components of permanent rather than temporary or mezzanine equity on its Consolidated Balance Sheets.

6. Related Party Transactions
John A. Williams, the Company's Chief Executive Officer and Chairman of the Board, and Leonard A. Silverstein, the Company's President and Chief Operating Officer and a member of the Board, are also executive officers and directors of NELL Partners, Inc., which controls the Manager. Mr. Williams, Mr. Silverstein, and Daniel M. DuPree comprise the board of directors of Nell Partners, Inc. Mr. Williams is the Chief Executive Officer and Mr. Silverstein is the President and Chief Operating Officer of the Manager. Mr. DuPree is the Chief Investment Officer of the Manager.

Mr. Williams, Mr. Silverstein and Michael J. Cronin, the Company's Executive Vice President, Chief Accounting Officer and Treasurer are executive officers of Williams Realty Advisors, LLC, or WRA, which is the manager of the day-to-day operations of Williams Opportunity Fund, LLC, or WOF, as well as Williams Realty Fund I, LLC, or WRF.



22

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The Management Agreement entitles the Manager to receive compensation for various services it performs related to acquiring assets and managing properties on the Company's behalf:
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
Type of Compensation
 
Basis of Compensation
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
 
 
Loan origination fees
 
1.0% of the maximum commitment of any real estate loan, note or line of credit receivable
 
$
417,444

 
$
422,857

 
$
417,444

 
$
1,124,226

Loan coordination fees
 
As of January 1, 2016, 1.6% of any assumed, new or supplemental debt incurred in connection with an acquired property (1)
 
955,368

 
2,424,148

 
3,009,508

 
4,685,609

Asset management fees
 
Monthly fee equal to one-twelfth of 0.50% of the total book value of assets, as adjusted
 
3,058,859

 
1,751,501

 
6,121,942

 
3,512,505

Property management fees
 
Monthly fee equal to 4% of the monthly gross revenues of the properties managed
 
1,559,876

 
1,128,285

 
2,985,277

 
2,190,753

General and administrative expense fees
 
Monthly fee equal to 2% of the monthly gross revenues of the Company
 
1,259,702

 
768,124

 
2,543,121

 
1,512,225

Construction management fees
 
Quarterly fee for property renovation and takeover projects
 
89,257

 
32,235

 
160,409

 
72,511

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
7,340,506

 
$
6,527,150

 
$
15,237,701

 
$
13,097,829

(1) If an asset is acquired without debt financing, the loan coordination fee is calculated as 1.6% of 63% of the purchase price of the asset.

The Manager may, in its discretion, forfeit some or all of the asset management, property management, or general and administrative fees for properties owned by the Company. The forfeited fees are converted at the time of forfeiture into contingent fees, which are earned by the Manger only in the event of a sales transaction, and whereby the Company’s capital contributions for the property being sold exceed a 7% annual rate of return.  The Company will recognize in future periods to the extent, if any, it determines that the sales transaction is probable, and that the estimated net sale proceeds would exceed the annual rate of return hurdle.  

On May 25, 2017,we closed on the sale of our Enclave at Vista Ridge multifamily community to an unrelated third party. At such date, the Manager collected a cumulative total of approximately $387,000 of contingent fees. The sales transaction, and the fact that the Company’s capital contributions for the Enclave at Vista Ridge property achieved a greater than 7% annual rate of return.  The Company will recognize in future periods to the extent, if any, it determines that the sales transaction is probable, and that the estimated net sale proceeds would exceed the annual rate of return hurdle.  

A cumulative total of approximately $4.5 million of combined asset management and general and administrative fees related to acquired properties as of June 30, 2017 have been forfeited by the Manager. A total of $3.6 million remains contingent and could possibly be earned by the Manager in the future.

In addition to property management fees, the Company incurred the following reimbursable on-site personnel salary and related benefits expenses at the properties, which are listed on the Consolidated Statements of Operations:
Three months ended June 30,
 
Six months ended June 30,
2017
 
2016
 
2017
 
2016
$
3,018,284

 
$
2,516,605

 
$
5,795,251

 
$
4,880,068




23

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The Manager utilizes its own and its affiliates' personnel to accomplish certain tasks related to raising capital that would typically be performed by third parties, including, but not limited to, legal and marketing functions. As permitted under the Management Agreement, the Manager was reimbursed $220,182 and $252,210 for the six-month periods ended June 30, 2017 and 2016, respectively and PCS was reimbursed $511,390 and $508,204 for the six-month periods ended June 30, 2017 and 2016, respectively. These costs are recorded as deferred offering costs until such time as additional closings occur on the $1.5 Billion Unit Offering, mShares Offering or the Shelf Offering, at which time they are reclassified on a pro-rata basis as a reduction of offering proceeds within stockholders’ equity.

The Company's Haven West, Haven 12, Stadium Village, 18 Nineteen, Haven South, Haven 46, Lubbock II, Haven Northgate and Haven Charlotte real estate loans and the Haven Campus Communities' line of credit are supported in part by guaranties of repayment and performance by John A. Williams, Jr., our Chief Executive Officer's son, a principal of the borrowers and a related party of the Company under GAAP.

In addition to the fees described above, the Management Agreement also entitles the Manager to other potential fees, including a disposition fee of 1% of the sale price of a real estate asset. The Manager earned disposition fees totaling $1,576,000 on the sale of the Ashford Park, Sandstone Creek and Enclave at Vista Ridge properties, which are included in the Gain on sale of real estate, net of disposition expenses line on the Consolidated Statements of Operations. The Manager also receives leasing commission fees. Retail leasing commission fees (a) for new retail leases are equal to the greater of (i) $4.00 per square foot, and (ii) 4.0% of the aggregate base rental payments to be made by the tenant for the first 10 years of the original lease term; and (b) for lease renewals are equal to the greater of (i) $2.00 per square foot, and (ii) 2.0% of the aggregate base rental payments to be made by the tenant for the first 10 years of the newly renewed lease term. There are no commissions payable on retail lease renewals thereafter. Office leasing commission fees (a) for new office leases are equal to 50.0% of the first month’s gross rent plus 2.0% of the remaining fixed gross rent on the guaranteed lease term, (b) in the event of co-broker participation in a new lease, the leasing commission determined for a new lease are equal to 150.0% of the first month’s gross rent plus 6% of the remaining fixed gross rent of the guaranteed lease term, and (c) for lease renewals, are equal to 2% of the fixed gross rent of the guaranteed lease term or, in the event of a co-broker, 6% of the fixed gross rent of the guaranteed lease term. Office leasing commission fees may not exceed market rates for office leasing services.

The Company holds a promissory note in the amount of $1,034,198 due from Preferred Capital Marketing Services, LLC, or PCMS, which is a wholly-owned subsidiary of NELL Partners.

The Company has extended a revolving line of credit with a maximum borrowing amount of $15.0 million to its Manager. See note 16.

7. Dividends and Distributions

The Company declares and pays monthly cash dividend distributions on its Series A Preferred Stock and, beginning in March 2017, on its Series M Preferred Stock, in the amount of $5.00 per share per month, prorated for partial months at issuance as necessary. The Company's cash distributions on its Preferred Stock were:
2017
 
2016
Record date
 
Number of shares
 
Aggregate dividends declared
 
Record date
 
Number of shares
 
Aggregate dividends declared
 
 
 
 
 
 
 
 
 
 
 
January 31, 2017
 
932,413

 
$
4,641,149

 
January 30, 2016
 
482,774

 
$
2,481,086

February 28, 2017
 
977,267

 
4,849,032

 
February 27, 2016
 
516,017

 
2,630,601

March 31, 2017
 
979,309

 
4,893,598

 
March 31, 2016
 
544,129

 
2,770,048

April 28, 2017
 
992,774

 
4,962,210

 
April 29, 2016
 
582,720

 
2,979,196

May 31, 2017
 
1,019,046

 
5,072,564

 
May 31, 2016
 
617,994

 
3,143,567

June 30, 2017
 
1,041,187

 
5,190,812

 
June 30, 2016
 
651,439

 
3,321,519

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
29,609,365

 
 
 
Total
 
$
17,326,017




24

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The Company's dividend activity on its Common Stock for the six-month periods ended June 30, 2017 and 2016 was:
2017
 
2016
Record date
 
Number of shares
 
Dividend per share
 
Aggregate dividends paid
 
Record date
 
Number of shares
 
Dividend per share
 
Aggregate dividends paid
March 15, 2017
 
27,139,354

 
$
0.22

 
$
5,970,658

 
March 15, 2016
 
23,041,502

 
$
0.1925

 
$
4,435,489

June 15, 2017
 
32,082,451

 
0.235

 
7,539,376

 
June 15, 2016
 
23,568,328

 
0.2025

 
4,772,587

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
0.455

 
$
13,510,034

 
 
 
 
 
$
0.395

 
$
9,208,076


The holders of Class A OP Units of the Operating Partnership are entitled to equivalent distributions as those declared on the Common Stock. At June 30, 2017, the Company had 901,195 Class A OP Units outstanding, which are exchangeable on a one-for-one basis for shares of Common Stock or the equivalent amount of cash. Distribution activity by the Operating Partnership was:
2017
 
2016
Record date
 
Payment date
 
Aggregate distributions
 
Record date
 
Payment date
 
Aggregate distributions
March 15, 2017
 
April 14, 2017
 
$
198,742

 
March 15, 2016
 
April 15, 2016
 
$
117,395

June 15, 2017
 
July 14, 2017
 
211,781

 
May 5, 2016
 
July 15, 2016
 
179,449

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
410,523

 
 
 
 
 
$
296,844


8. Equity Compensation
Stock Incentive Plan
On February 25, 2011, the Company’s board of directors adopted, and the Company’s stockholders approved, the Preferred Apartment Communities, Inc. 2011 Stock Incentive Plan to incentivize, compensate and retain eligible officers, consultants, and non-employee directors. On May 7, 2015, the Company's stockholders approved the third amendment to the Preferred Apartment Communities, Inc. 2011 Stock Incentive Plan, or, as amended, the 2011 Plan, which amendment increased the aggregate number of shares of Common Stock authorized for issuance under the 2011 Plan from 1,317,500 to 2,617,500 and extended the expiration date of the 2011 Plan to December 31, 2019.

Equity compensation expense by award type for the Company was:
 
 
 
Three months ended June 30,
Six months ended June 30,
 
 Unamortized expense as of June 30,
 
 
 
2017
 
2016
2017
 
2016
 
2017
 
 
 
 
 
 
 
 
 
 
 
Quarterly board member committee fee grants
 
$

 
$
5,982

$

 
$
29,991

 
$

Class B Unit awards:
 
 
 
 
 
 
 
 
 
Executive officers - 2015
 

 


 
5,236

 

Executive officers - 2016
 
74,470

 
517,884

163,244

 
1,019,062

 
449,224

Executive officers - 2017
 
678,176

 

1,334,476

 

 
2,079,316

Restricted stock grants:
 
 
 
 
 
 
 
 
 
2015
 
 

 
26,668


 
106,670

 

2016
 
 
34,167

 
68,333

136,667

 
68,333

 

2017
 
 
60,003

 

60,003

 

 
300,015

Restricted stock units
 
24,337

 

49,865

 

 
255,287

 
 
 
 
 
 
 
 
 
 
 
Total
 
 
$
871,153

 
$
618,867

$
1,744,255

 
$
1,229,292

 
$
3,083,842




25

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


Restricted Stock Grants

The following annual grants of restricted stock were made to members of the Company's independent directors, as payment of the annual retainer fees. The restricted stock grants for the 2015 and 2016 service years vested (or are scheduled to vest) on a pro-rata basis over the four consecutive 90-day periods following the date of grant.
Service year
 
Shares
 
Fair value per share
 
Total compensation cost
2015
 
30,133

 
10.62

 
320,012

2016
 
30,990

 
13.23

 
409,998

2017
 
24,408

 
14.75

 
360,018


Class B OP Units

On January 2, 2015, the Company caused the Operating Partnership to grant 176,835 Class B Units of the Operating Partnership, or Class B OP Units, for service to be rendered during 2015. On January 4, 2016, the Company caused the Operating Partnership to grant 265,931 Class B OP Units for service to be rendered during 2016, 2017 and 2018. On January 3, 2017, the Company caused the Operating Partnership to grant 286,392 Class B OP Units for service to be rendered during 2017, 2018 and 2019.

Prior to January 4, 2016, the Class B Units became Vested Class B Units at the Initial Valuation Date, which was generally one year from the date of grant. Beginning with the 2016 grant, certain Class B Units vest in three equal consecutive one-year tranches from the date of grant. For each grant, on the Initial Valuation Date, the market capitalization of the number of shares of Common Stock at the date of grant is compared to the market capitalization of the same number of shares of Common Stock at the Initial Valuation Date. If the market capitalization measure results in an increase which exceeds the target market threshold, the Vested Class B Units become earned Class B Units and automatically convert into Class A Units of the Operating Partnership (as long as the capital accounts have achieved economic equivalence), which are henceforth entitled to distributions from the Operating Partnership and become exchangeable for Common Stock on a one-to-one basis at the option of the holder. Vested Class B Units may become Earned Class B Units on a pro-rata basis should the result of the market capitalization test be an increase of less than the target market threshold. Any Vested Class B Units that do not become Earned Class B Units on the Initial Valuation Date are subsequently remeasured on a quarterly basis until such time as all Vested Class B Units become Earned Class B Units or are forfeited due to termination of continuous service due to an event other than as a result of a qualified event, which is generally the death or disability of the holder. Continuous service through the final valuation date is required for the Vested Class B Units to qualify to become fully Earned Class B Units.

Because of the market condition vesting requirement that determines the transition of the Vested Class B Units to Earned Class B Units, a Monte Carlo simulation was utilized to calculate the total fair values, which will be amortized as compensation expense over the one-year periods beginning on the grant dates through the Initial Valuation Dates. On January 2, 2016, the 176,835 outstanding Class B Units for 2015 became fully vested and earned and automatically converted to Class A Units of the Operating Partnership. On January 4, 2017, all of the 265,931 Class B Units granted on January 4, 2016 became earned and 206,534 automatically vested and converted to Class A Units. Of the remaining earned Class B Units, 29,699 will vest and automatically convert to Class A Units on January 4, 2018 and the final 29,698 earned Class B Units will vest and automatically convert to Class A Units on January 4, 2019, assuming each grantee fulfills the requisite service requirement.



26

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The underlying valuation assumptions and results for the Class B OP Unit awards were:
Grant dates
 
1/3/2017
 
1/4/2016
Stock price
 
$
14.79

 
$
12.88

Dividend yield
 
5.95
%
 
5.98
%
Expected volatility
 
26.4
%
 
26.10
%
Risk-free interest rate
 
2.91
%
 
2.81
%
 
 
 
 
 
Number of Units granted:
 
 
 
 
One year vesting period
 
198,184

 
176,835

Three year vesting period
 
88,208

 
89,096

 
 
286,392

 
265,931

 
 
 
 
 
Calculated fair value per Unit
 
$
11.92

 
$
10.03

 
 
 
 
 
Total fair value of Units
 
$
3,413,793

 
$
2,667,288

 
 
 
 
 
Target market threshold increase
 
$
4,598,624

 
$
3,549,000


The expected dividend yield assumptions were derived from the Company’s closing prices of the Common Stock on the grant dates and the projected future quarterly dividend payments per share of $0.22 for the 2017 awards and $0.1925 for the 2016 awards.

For the 2017 and 2016 awards, the Company's own stock price history was utilized as the basis for deriving the expected volatility assumption.

The risk-free rate assumptions were obtained from the Federal Reserve yield table and were calculated as the interpolated rate between the 20 and 30 year yield percentages on U. S. Treasury securities on the grant dates.

Since the Class B OP Units have no expiration date, a derived service period of one year was utilized, which equals the period of time from the grant date to the initial valuation date.    

Restricted Stock Units

On January 3, 2017, the Company caused the Operating Partnership to grant 26,900 restricted stock units, or RSUs, for service to be rendered during 2017, 2018 and 2019. The RSUs vest in three equal consecutive one-year tranches from the date of grant. For each grant, on the Initial Valuation Date, the market capitalization of the number of shares of Common Stock at the date of grant is compared to the market capitalization of the same number of shares of Common Stock at the Initial Valuation Date. If the market capitalization measure results in an increase which exceeds the target market threshold, the Vested RSUs become earned RSUs and automatically convert into Common Stock on a one-to-one basis. Vested RSUs may become Earned RSUs on a pro-rata basis should the result of the market capitalization test be an increase of less than the target market threshold. Any Vested RSUs that do not become Earned RSUs on the Initial Valuation Date are subsequently remeasured on a quarterly basis until such time as all Vested RSUs become Earned RSUs or are forfeited due to termination of continuous service due to an event other than as a result of a qualified event, which is generally the death or disability of the holder. Continuous service through the final valuation date is required for the Vested RSUs to qualify to become fully Earned RSUs. As of June 30, 2017, a total of 1,800 RSUs had been forfeited.

Because RSUs are valued using the identical market condition vesting requirement that determines the transition of the Vested Class B Units to Earned Class B Units, the same valuation assumptions and Monte Carlo result of $11.92 per RSU were utilized to calculate the total fair value of the RSUs of $320,648, which will be amortized as compensation expense over the three one-year periods ending on each of January 2, 2018, 2019 and 2020.

9. Indebtedness

Mortgage Notes Payable

Mortgage Financing of Property Acquisitions



27

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The Company partially financed the real estate properties acquired during the six-month period ended June 30, 2017 with mortgage debt as shown in the following table:
Property
Date
Initial principal amount
Fixed/Variable rate
Rate / spread over 1 month LIBOR
Maturity date
Interest only through date
Regents on University
2/28/2017
$
37,485,000

Variable
200 BPS

3/1/2022
3/1/2022
Citrus Village
3/3/2017
30,250,000

Fixed
3.65
%
6/10/2023
6/9/2017
Retreat at Greystone
3/24/2017
35,210,000

Variable
185 BPS

3/1/2022
2/28/2022
Founders Village
3/31/2017
31,605,000

Fixed
4.31
%
4/1/2027
N/A
Claiborne Crossing
4/26/2017
28,179,500

Fixed
2.89
%
6/1/2054
N/A
Castleberry-Southard
4/21/2017
11,500,000

Fixed
3.99
%
5/1/2027
N/A
Rockbridge Village
6/6/2017
14,250,000

Fixed
3.73
%
7/5/2027
N/A
 
 
 
 
 
 
 
 
 
$
188,479,500

 
 
 
 

Repayments and Refinancings

In conjunction with the sale of the Enclave at Vista Ridge multifamily community, the Company recorded a defeasance fee of approximately $2.06 million, the effect of which is recorded as an offset against the gain on sale of real estate line of the Consolidated Statements of operations for the three-month and six-month periods ended June 30, 2017. In doing so, the Company extinguished the existing mortgage debt with a principal amount due of $24.86 million.

On June 22, 2017, the Company refinanced the existing $16.3 million mortgage on its Stone Creek multifamily community which bore interest at a fixed 3.75% rate per annum into a mortgage of $20.6 million, which bears interest at a fixed rate of 3.22% per annum. In doing so, the Company recorded a prepayment penalty of approximately $817,000, which is included on the Loss on extinguishment of debt on the Consolidated Statements of operations.

On June 15, 2017, the Company refinanced the existing $61.75 million mortgage on its 525 Avalon multifamily community which bore interest at a variable rate of 1 Month LIBOR plus 200 basis points per annum and the secondary financing note of $3.25 million which bore interest at a variable rate of 1 Month LIBOR plus 1100 basis points per annum into a single mortgage of $67.38 million, which bears interest at a fixed rate of 3.98% per annum. Fees paid of approximately $170,000 in conjunction with this debt modification were recorded as debt origination costs and will be amortized into interest expense over the life of the new mortgage.


28

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


The following table summarizes our mortgage notes payable at June 30, 2017:
Fixed rate mortgage debt:
 
Principal balances due
 
Weighted-average interest rate
 
Weighted average remaining life
Multifamily communities
 
$
656,178,566

 
3.66
%
 
7.6 years

Grocery-anchored shopping centers
 
285,309,654

 
3.81
%
 
7.0 years

Office buildings
 
153,709,013

 
4.25
%
 
21.6 years

Student housing projects
 
33,135,181

 
4.02
%
 
5.2 years

 
 
 
 
 
 
 
Total fixed rate mortgage debt
 
$
1,128,332,414

 
3.79
%
 
9.3 years

 
 
 
 
 
 
 
Variable rate mortgage debt:
 
 
 
 
 
 
Multifamily communities
 
$
196,786,310

 
3.26
%
 
4.1 years

Grocery-anchored shopping centers
 
62,825,750

 
3.85
%
 
4.0 years

Office buildings
 

 

 

Student housing projects
 
37,485,000

 
3.23
%
 
4.7 years

 
 
 
 
 
 
 
Total variable rate mortgage debt
 
$
297,097,060

 
3.38
%
 
4.2 years

 
 
 
 
 
 
 
Total mortgage debt:
 
 
 
 
 
 
Multifamily communities
 
$
852,964,876

 
3.57
%
 
6.8 years

Grocery-anchored shopping centers
 
348,135,404

 
3.81
%
 
6.5 years

Office buildings
 
153,709,013

 
4.25
%
 
21.6 years

Student housing projects
 
70,620,181

 
3.60
%
 
4.9 years

 
 
 
 
 
 
 
Total mortgage debt
 
$
1,425,429,474

 
3.70
%
 
8.2 years

The Company has placed interest rate caps on the variable rate mortgages on its Avenues at Creekside and Citi Lakes multifamily communities. Under guidance provided by ASC 815-10, these interest rate caps fall under the definition of derivatives, which are embedded in their debt hosts. Because these interest rate caps are deemed to be clearly and closely related to their debt hosts, bifurcation and fair value accounting treatment is not required.

The mortgage note secured by our Independence Square property is a seven year term with an anticipated repayment date of September 1, 2022. If the Company elects not to pay its principal balance at the anticipated repayment date, the term will be extended for an additional five years, maturing on September 1, 2027. The interest rate from September 1, 2022 to September 1, 2027 will be the greater of (i) the Initial Interest Rate of 3.93% plus 200 basis points or (ii) the yield on the seven year U.S. treasury security rate plus approximately 400 basis points.

The mortgage note secured by our Royal Lakes Marketplace property has a maximum commitment of $11,050,000. As of June 30, 2017, the Company has an outstanding principal balance of $9.8 million million on this loan. Additional advances of the mortgage commitment will be drawn as the Company achieves incremental leasing benchmarks specified under the loan agreement. This mortgage has a variable interest of 1 Month LIBOR plus 250 basis points, which was 3.72% as of June 30, 2017.

The mortgage note secured by our Champions Village property has a maximum commitment of $34.16 million. As of June 30, 2017, the Company has an outstanding principal balance of $27.4 million. Additional advances of the mortgage commitment will be drawn as the Company achieves leasing activity. Additional advances are available through October 2019. This mortgage note has a variable interest of the greater of (i) 3.25% or (ii) the sum of the 3.00% plus the LIBOR Rate, which was 4.23% as of June 30, 2017.

As of June 30, 2017, the weighted-average remaining life of deferred loan costs related to the Company's mortgage indebtedness was approximately 9.0 years.


29

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017



Credit Facility

The Company has a credit facility, or Credit Facility, with KeyBank National Association, or KeyBank, which defines a revolving line of credit, or Revolving Line of Credit, which is used to fund investments, capital expenditures, dividends (with consent of KeyBank), working capital and other general corporate purposes on an as needed basis. The maximum borrowing capacity on the Revolving Line of Credit was increased to $150,000,000 pursuant to the Fourth Amended and Restated Credit Agreement, as amended effective December 27, 2016, or the Amended and Restated Credit Agreement. The Revolving Line of Credit accrues interest at a variable rate of one month LIBOR plus 3.25% per annum and matures on August 5, 2019, with an option to extend the maturity date to August 5, 2020, subject to certain conditions described therein. The weighted average interest rate for the Revolving Line of Credit was 4.42% for the six-month period ended June 30, 2017. The Revolving Line of Credit also bears a commitment fee on the average daily unused portion of the Revolving Line of Credit of 0.35% per annum.

On January 5, 2016, we entered into a $35.0 million term loan with KeyBank under the Credit Facility, or the 2016 Term Loan,
to partially finance the acquisition of the Baldwin Park multifamily community. The Term Loan accrued interest at a rate of LIBOR plus 3.75% per annum. On August 5, 2016, the Company repaid the 2016 Term Loan in full.

On May 26, 2016, the Company entered into a $11.0 million interim term loan with KeyBank, or the Interim Term Loan, to partially finance the acquisition of Anderson Central, a grocery-anchored shopping center located in Anderson, South Carolina. The Interim Term Loan accrues interest at a rate of LIBOR plus 2.5% per annum and the maturity date was extended to August 23, 2017 during the second quarter 2017. The weighted average interest rate for the Interim Term Loan was 3.44% for the six-month period ended June 30, 2017.
The Fourth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including negative covenants that limit or restrict secured and unsecured indebtedness, mergers and fundamental changes, investments and acquisitions, liens and encumbrances, dividends, transactions with affiliates, burdensome agreements, changes in fiscal year and other matters customarily restricted in such agreements. The amount of dividends that may be paid out by the Company is restricted to a maximum of 95% of AFFO for the trailing rolling four quarters without the lender's consent; solely for purposes of this covenant, AFFO is calculated as earnings before interest, taxes, depreciation and amortization expense, plus reserves for capital expenditures, less normally recurring capital expenditures, less consolidated interest expense.
As of June 30, 2017, the Company was in compliance with all covenants related to the Revolving Line of Credit, as shown in the following table:
Covenant (1)
 
Requirement
 
Result
Net worth
 
Minimum $995,194,798
(2) 
$1,077,401,550
Debt yield
 
Minimum 8.0%
 
9.25%
Payout ratio
 
Maximum 95%
(3) 
92.3%
Total leverage ratio
 
Maximum 65.0%
 
58.7%
Debt service coverage ratio
 
Minimum 1.50x
 
2.03x

(1) All covenants are as defined in the credit agreement for the Revolving Line of Credit.
(2) Minimum $687 million plus 75% of the net proceeds of any equity offering, which totaled approximately $995 million as of June 30, 2017.
(3)Calculated on a trailing four-quarter basis. For the six-month period ended June 30, 2017, the maximum dividends and distributions allowed under this covenant was approximately $80.7 million.

Loan fees and closing costs for the establishment and subsequent amendments of the Credit Facility are amortized utilizing the straight line method over the life of the Credit Facility. At June 30, 2017, unamortized loan fees and closing costs for the Credit Facility were approximately $1.4 million, which will be amortized over a remaining loan life of approximately 2.1 years. Loan fees and closing costs for the mortgage debt on the Company's properties are amortized utilizing the effective interest rate method over the lives of the loans.

Acquisition Facility

On February 28, 2017, the Company entered into a credit agreement, or Acquisition Credit Agreement, with Freddie Mac through KeyBank to obtain an acquisition revolving credit facility, or Acquisition Facility, with a maximum borrowing capacity of $200


30

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


million. The purpose of the Acquisition Facility is to finance acquisitions of multifamily communities and student housing communities. The maximum borrowing capacity on the Acquisition Facility may be increased at the Company's request up to $300 million at any time prior to March 1, 2021. The Acquisition Facility accrues interest at a variable rate of one month LIBOR plus a margin of between 1.75% per annum and 2.20% per annum, depending on the type of assets acquired and the resulting property debt service coverage ratio. The Acquisition Facility has a maturity date of March 1, 2022 and has two one-year extension options, subject to certain conditions described therein. At June 30, 2017, unamortized loan fees and closing costs for the establishment of the Acquisition Facility were approximately $0.4 million, which will be amortized over a remaining loan life of approximately 4.7 years. 

Interest Expense

Interest expense, including amortization of deferred loan costs was:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
Multifamily communities
 
$
8,501,497

 
$
6,665,222

 
$
15,909,267

 
$
13,034,047

New Market Properties
 
3,510,202

 
1,645,824

 
6,840,455

 
2,973,022

Office buildings
 
1,676,852

 

 
3,353,627

 

Student housing communities
 
719,202

 
120,294

 
1,195,836

 
120,294

Interest paid to real estate loan participants
 
585,465

 
430,507

 
1,256,329

 
858,859

 
 
 
 
 
 
 
 
 
Total
 
14,993,218

 
8,861,847

 
28,555,514

 
16,986,222

 
 
 
 
 
 
 
 
 
Credit Facility and Acquisition Facility
 
1,404,677

 
697,654

 
2,851,084

 
1,468,109

Interest Expense
 
$
16,397,895

 
$
9,559,501

 
$
31,406,598

 
$
18,454,331

Future Principal Payments
The Company’s estimated future principal payments due on its debt instruments as of June 30, 2017 were:
Period
 
Future principal payments
 
2017
 
$
59,781,560

(1) 
2018
 
42,390,967

 
2019
 
239,968,069

 
2020
 
61,651,487

 
2021
 
118,152,940

 
thereafter
 
952,984,451

 
 
 
 
 
Total
 
$
1,474,929,474

 
 
 
 
 
(1) Includes the principal amount due of the Company's Revolving Line of Credit of $38.5 million and Term Note of $11.0 million.
10. Income Taxes

The Company elected to be taxed as a REIT effective with its tax year ended December 31, 2011, and therefore, the Company will not be subject to federal and state income taxes after this effective date, so long as it distributes 100% of the Company's annual REIT taxable income (which does not equal net income as calculated in accordance with GAAP and determined without regard for the deduction for dividends paid and excluding net capital gains) to its shareholders. For the period preceding this election date, the Company's operations resulted in a tax loss. As of December 31, 2010, the Company had deferred federal and state tax assets totaling approximately $298,100, none of which were based upon tax positions deemed to be uncertain. These deferred tax assets will most likely not be used since the Company elected REIT status; therefore, management has determined that a 100% valuation allowance is appropriate as of June 30, 2017 and December 31, 2016.



31


11. Commitments and Contingencies

On March 28, 2014, the Company entered into a payment guaranty in support of its Manager's new eleven-year office lease, which began on October 9, 2014. As of June 30, 2017, the amount guarantied by the Company was $6.7 million and is reduced by $619,304 per lease year over the term of the lease.
Certain officers and employees of the Manager have been assigned company credit cards. As of June 30, 2017, the Company guarantied up to $640,000 on these credit cards.
The Company is otherwise currently subject to neither any known material commitments or contingencies from its business operations, nor any material known or threatened litigation.

A total of approximately $4.5 million of asset management and general and administrative fees related to acquired properties as of June 30, 2017 have been forfeited by the Manager.  The forfeited fees are converted at the time of forfeiture into contingent fees, which are earned by the Manger only in the event of a sales transaction, and whereby the Company’s capital contributions for the property being sold exceed a 7% annual rate of return.  The Company will recognize in future periods to the extent, if any, it determines that the sales transaction is probable, and that the estimated net sale proceeds would exceed the annual rate of return hurdle.  As of June 30, 2017, a total of $3.6 million remains contingent and could possibly be earned by the Manager in the future.  

At June 30, 2017, the Company had unfunded balances on its real estate loan portfolio of approximately $47.0 million.

12. Segment Information

The Company's Chief Operating Decision Maker, or CODM, evaluates the performance of the Company's business operations and allocates financial and other resources by assessing the financial results and outlook for future performance across four distinct segments: multifamily communities, real estate related financing, New Market Properties and office buildings.

Multifamily Communities - consists of the Company's portfolio of owned residential multifamily communities and student housing properties.

Financing - consists of the Company's portfolio of real estate loans, bridge loans, and other instruments deployed by the Company to partially finance the development, construction, and prestabilization carrying costs of new multifamily communities and other real estate and real estate related assets. Excluded from the financing segment are financial results of the Company's Dawson Marketplace grocery-anchored shopping center real estate loan.

New Market Properties - consists of the Company's portfolio of grocery-anchored shopping centers, which are owned by New Market Properties, LLC, a wholly-owned subsidiary of the Company, as well as the financial results from the Company's grocery-anchored shopping center real estate loans.

Office Buildings - consists of the Company's portfolio of office buildings.

The CODM monitors net operating income (“NOI”) on a segment and a consolidated basis as a key performance measure for its operating segments. NOI is defined as rental and other property revenue from real estate assets plus interest income from its loan portfolio less total property operating and maintenance expenses, property management fees, real estate taxes, property insurance, and general and administrative expenses. The CODM uses NOI as a measure of operating performance because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs, acquisition expenses, and other expenses generally incurred at the corporate level.  

The following tables present the Company's assets, revenues, and NOI results by reportable segment, as well as a reconciliation from NOI to net income (loss). The assets attributable to 'Other' primarily consist of  deferred offering costs recorded but not yet reclassified as reductions of stockholders' equity and cash balances at the Company and Operating Partnership levels.



32

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


 
 
June 30, 2017
 
December 31, 2016
 
 
 
 
 
Assets:
 
 
 
 
Multifamily communities
 
$
1,271,621,536

 
$
1,166,766,664

Financing
 
444,571,394

 
379,070,918

New Market Properties
 
607,722,562

 
579,738,707

Office buildings
 
300,037,214

 
285,229,700

Other
 
15,579,816

 
10,026,613

Consolidated assets
 
$
2,639,532,522

 
$
2,420,832,602

 
Total capitalized expenditures (inclusive of additions to construction in progress, but exclusive of the purchase price of acquisitions) for the three months and six months ended June 30, 2017 and 2016 were as follows:

 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Capitalized expenditures:
 
 
 
 
 
 
 
Multifamily communities
$
3,734,956

 
$
2,794,400

 
$
6,108,436

 
$
4,087,907

New Market Properties
1,216,650

 
437,873

 
1,538,575

 
1,114,756

Office buildings
7,798,552

 

 
17,528,870

 

Total
$
12,750,158

 
$
3,232,273

 
$
25,175,881

 
$
5,202,663


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental revenues:
 
 
 
 
 
 
 
Multifamily communities
$
31,505,951

 
$
25,888,895

 
$
60,581,490

 
$
50,270,688

New Market Properties
10,133,381

 
5,077,843

 
19,915,716

 
8,951,649

Office buildings (1)
6,601,974

 

 
13,107,621

 

Total rental revenues
$
48,241,306

 
$
30,966,738

 
$
93,604,827

 
$
59,222,337

 
 
 
 
 
 
 
 
Other revenues:
 
 
 
 
 
 
 
Multifamily communities
$
3,504,915

 
$
2,815,650

 
$
6,549,457

 
$
5,415,899

New Market Properties
3,632,327

 
1,899,960

 
7,284,997

 
3,569,967

Office buildings
2,123,608

 

 
4,292,159

 

Total other revenues
9,260,850

 
4,715,610

 
18,126,613

 
8,985,866

 
 
 
 
 
 
 
 
Financing
13,388,757

 
10,171,596

 
25,720,808

 
19,381,522

Consolidated revenues
$
70,890,913

 
$
45,853,944

 
$
137,452,248

 
$
87,589,725

 
 
 
 
 
 
 
 
(1) Included in rental revenues for our office buildings segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia office building. As of June 30, 2017, the Company has deferred a total of $16.2 million of such improvements, which is included in the deferred revenues line on the consolidated balance sheets. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded noncash revenue of $169,890 for the three-month and six-month periods ended June 30, 2017.



33

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Property operating and maintenance expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities
$
4,839,066

 
$
3,683,959

 
$
9,035,683

 
$
7,205,034

New Market Properties
1,456,493

 
672,964

 
2,777,814

 
1,173,251

Office buildings
902,600

 

 
1,923,301

 

Total
$
7,198,159

 
$
4,356,923

 
$
13,736,798

 
$
8,378,285


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Salary and benefits reimbursement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities
$
3,018,284

 
$
2,516,605

 
$
5,795,251

 
$
4,880,068

New Market Properties

 

 

 

Office buildings
200,586

 

 
451,969

 

Total
$
3,218,870

 
$
2,516,605

 
$
6,247,220

 
$
4,880,068


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Property management fees
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities
$
1,431,633

 
$
1,115,976

 
$
2,741,215

 
$
2,173,877

New Market Properties
471,431

 
240,433

 
921,520

 
410,553

Office buildings
157,710

 

 
299,822

 

Total
$
2,060,774

 
$
1,356,409

 
$
3,962,557

 
$
2,584,430


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Real estate taxes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities
$
4,968,993

 
$
4,666,138

 
$
10,064,339

 
$
9,242,394

New Market Properties
1,891,676

 
828,470

 
3,855,790

 
1,425,655

Office buildings
819,608

 

 
1,663,949

 

Total
$
7,680,277

 
$
5,494,608

 
$
15,584,078

 
$
10,668,049




34

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Segment net operating income (Segment NOI)
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities
$
19,256,359

 
$
15,467,692

 
$
36,585,159

 
$
29,755,444

Financing
13,388,757

 
10,171,596

 
25,720,808

 
19,385,758

New Market Properties
9,563,689

 
5,094,755

 
18,934,531

 
9,249,003

Office buildings
6,285,486

 

 
12,503,860

 

 
 
 
 
 
 
 
 
Consolidated segment net operating income
48,494,291

 
30,734,043

 
93,744,358

 
58,390,205

 
 
 
 
 
 
 
 
Interest and loss on early debt extinguishment:
 
 
 
 
 
 
 
Multifamily communities
9,220,699

 
6,785,216

 
17,105,103

 
13,154,341

New Market Properties
3,510,202

 
1,645,824

 
6,840,455

 
2,973,022

Office buildings
1,676,852

 

 
3,353,627

 

Financing
1,990,142

 
1,128,461

 
4,107,413

 
2,326,968

Depreciation and amortization:
 
 
 
 
 
 
 
Multifamily communities
18,147,967

 
14,116,337

 
32,831,899

 
26,771,521

New Market Properties
7,061,552

 
3,853,638

 
14,102,474

 
6,545,180

Office buildings
3,247,482

 

 
6,348,817

 

Professional fees
499,323

 
900,302

 
1,025,654

 
1,582,887

Management fees, net of forfeitures
4,693,559

 
2,507,307

 
9,030,991

 
5,003,792

Acquisition costs:
 
 
 
 
 
 
 
Multifamily communities

 
1,703,647

 
(20,559
)
 
4,044,497

New Market Properties

 
1,037,518

 
25,402

 
1,460,254

Office buildings
5,000

 
23,576

 
9,159

 
23,576

Equity compensation to directors and executives
871,153

 
618,867

 
1,744,255

 
1,229,292

Gain on sale of real estate
6,914,949

 
4,271,506

 
37,639,009

 
4,271,506

Loss on extinguishment of debt
(888,428
)
 

 
(888,428
)
 

Other
292,679

 
467,377

 
624,567

 
718,392

 
 
 
 
 
 
 
 
Net income (loss)
$
3,304,202

 
$
217,479

 
$
33,365,682

 
$
(3,172,011
)



35

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


13. Income (Loss) Per Share

The following is a reconciliation of weighted average basic and diluted shares outstanding used in the calculation of income (loss) per share of Common Stock:
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
 
 
Net loss before gain on sale of real estate
 
$
(3,610,747
)
 
$
(4,054,027
)
 
$
(4,273,327
)
 
$
(7,443,517
)
 
Gain on sale of real estate, net of disposition expenses
 
6,914,949

 
4,271,506

 
37,639,009

 
4,271,506

 
Net income (loss)
 
3,304,202

 
217,479

 
33,365,682

 
(3,172,011
)
 
Consolidated net (income) loss attributable to non-controlling interests (A)
 
(96,823
)
 
(7,961
)
 
(1,095,889
)
 
80,600

 
Net income (loss) attributable to the Company
 
3,207,379

 
209,518

 
32,269,793

 
(3,091,411
)
 
Dividends declared to Series A preferred stockholders (B)
 
(15,235,138
)
 
(9,444,282
)
 
(29,621,185
)
 
(17,326,017
)
 
Earnings attributable to unvested restricted stock (C)
 
(5,736
)
 
(4,824
)
 
(7,441
)
 
(6,275
)
 
Net income (loss) attributable to common stockholders
 
$
(12,033,495
)
 
$
(9,239,588
)
 
$
2,641,167

 
$
(20,423,703
)
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock - basic
 
29,893,736

 
23,325,663

 
28,423,171

 
23,154,702

 
Effect of dilutive securities: (D)
 
 
 
 
 
 
 
 
 
Warrants
 

 

 

 

 
Class B Units
 

 

 

 

 
Unvested restricted stock
 

 

 

 

 
Restricted Stock Units
 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock,
 
 
 
 
 
 
 
 
 
basic and diluted
 
29,893,736

 
23,325,663

 
28,423,171

 
23,154,702

 
 
 
 
 
 
 
 
 
 
 
Net loss per share of Common Stock attributable to
 
 
 
 
 
 
 
 
 
common stockholders, basic and diluted
 
$
(0.40
)
 
$
(0.40
)
 
$
0.09

 
$
(0.88
)

(A) The Company's outstanding Class A Units of the Operating Partnership (901,195 and 886,168 Units at June 30, 2017 and 2016, respectively) contain rights to distributions in the same amount per unit as for dividends declared on the Company's Common Stock. The impact of the Class A Unit distributions on earnings per share has been calculated using the two-class method whereby earnings are allocated to the Class A Units based on dividends declared and the Class A Units' participation rights in undistributed earnings.

(B) The Company’s shares of Series A Preferred Stock outstanding accrue dividends at an annual rate of 6% of the stated value of $1,000 per share, payable monthly. The Company had 1,043,551 and 683,545 outstanding shares of Series A Preferred Stock at June 30, 2017 and 2016, respectively.

(C) The Company's outstanding unvested restricted share awards (24,408 and 30,990 shares of Common Stock at June 30, 2017 and 2016, respectively) contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings. Given the Company incurred a net loss from continuing operations for the three-month and six-month periods ended June 30, 2017 and 2016, the dividends declared for that period are adjusted in determining the calculation of loss per share of Common Stock since the unvested restricted share awards are defined as participating securities.

(D) Potential dilution from (i) warrants outstanding from issuances of Units from our Series A Preferred Stock offerings that are potentially exercisable into 17,350,900 shares of Common Stock; (ii) 345,789 Class B Units; (iii) 24,408 shares of unvested restricted common stock; and (iv) 25,100 outstanding Restricted Stock Units are excluded from the diluted shares calculations because the effect was antidilutive. Class A Units were excluded from the denominator because earnings were allocated to non-controlling interests in the calculation of the numerator.



36

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


14. Pro Forma Financial Information (unaudited)

The Company’s condensed pro forma financial results assume the following acquisitions were hypothetically completed on January 1, 2015:
Baldwin Park
City Vista
Crosstown Walk
Sorrel
Overton Rise
Lakeland Plaza
525 Avalon Park
Sunbelt Seven Portfolio
North by Northwest
Champions Village
Wade Green Village
Brookwood Office
Southeastern Six Portfolio
Galleria 75
The Market at Victory Village
Three Ravinia

The Company’s condensed pro forma financial results were:
 
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
 
2017
 
2016
 
2017
 
2016
Pro forma:
 
 
 
 
 
 
 
 
 
Revenues
 
$
70,753,432

 
$
62,161,528

 
$
137,571,448

 
$
125,740,567

 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
4,613,783

 
$
(1,061,542
)
 
$
37,273,592

 
$
(5,701,605
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to the Company
 
$
4,497,456

 
$
(1,050,529
)
 
$
36,071,758

 
$
(5,558,598
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
 
$
(10,743,418
)
 
$
(10,499,635
)
 
$
6,443,132

 
$
(22,943,213
)
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share of Common Stock
 
 
 
 
 
 
 
 
 
attributable to common stockholders,
 
 
 
 
 
 
 
 
 
Basic and diluted
 
$
(0.36
)
 
$
(0.45
)
 
$
0.23

 
$
(0.99
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock
 
 
 
 
 
 
 
 
 
outstanding, basic and diluted
 
29,893,736

 
23,325,663

 
28,423,171

 
23,154,702


Material nonrecurring pro forma adjustments which were directly attributable to these business combinations included the pro forma removal of all acquisition costs incurred from the actual historical periods of recognition of approximately $2.7 million and $5.5 million for the three-month and six-month periods ended June 30, 2016. Effective January 1, 2017, we adopted Accounting Standard Update 2017-01, which requires acquisition costs for asset acquisitions to be capitalized and and amortized rather than expensed as incurred. These pro forma results are not necessarily indicative of what historical performance would have been had these business combinations been effective as of the hypothetical acquisition dates listed above, nor should they be interpreted as expectations of future results.

15. Fair Values of Financial Instruments

Fair value is defined as the price at which an asset or liability is exchanged between market participants in an orderly transaction at the reporting date. The Company’s cash equivalents, notes receivable, accounts receivable and payables and accrued expenses all approximate fair value due to their short term nature.

The following tables provide estimated fair values of the Company’s financial instruments. The carrying values of the Company's real estate loans include accrued interest receivable from additional interest or exit fee provisions and are presented net of deferred loan fee revenue, where applicable.



37

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


 
As of June 30, 2017
 
Carrying value
 
 
 
Fair value measurements
using fair value hierarchy
 
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial Assets:
 
 
 
 
 
 
 
 
 
Real estate loans (1)
$
393,389,214

 
$
436,913,424

 
$

 
$

 
$
436,913,424

Notes receivable and line of credit receivable
39,916,635

 
39,916,635

 

 

 
39,916,635

 
$
433,305,849

 
$
476,830,059

 
$

 
$

 
$
476,830,059

Financial Liabilities:
 
 
 
 
 
 
 
 
 
Mortgage notes payable (2)
$
1,425,429,474

 
$
1,421,044,786

 
$

 
$

 
$
1,421,044,786

Revolving credit facility
38,500,000

 
38,500,000

 

 

 
38,500,000

Term loan
11,000,000

 
11,000,000

 

 

 
11,000,000

Loan participation obligations
18,598,928

 
18,561,522

 

 

 
18,561,522

 
 
 
 
 
 
 
 
 
 
 
$
1,493,528,402

 
$
1,489,106,308

 
$

 
$

 
$
1,489,106,308

 
As of December 31, 2016
 
Carrying value
 
 
 
Fair value measurements
using fair value hierarchy
 
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Financial Assets:
 
 
 
 
 
 
 
 
 
Real estate loans (1)
$
332,761,068

 
$
374,856,749

 
$

 
$

 
$
374,856,749

Notes receivable and line of credit receivable
37,615,675

 
37,615,675

 

 

 
37,615,675

 
$
370,376,743

 
$
412,472,424

 
$

 
$

 
$
412,472,424

Financial Liabilities:
 
 
 
 
 
 
 
 
 
Mortgage notes payable (2)
$
1,327,878,112

 
1,314,966,652

 
$

 
$

 
$
1,314,966,652

Revolving credit facility
127,500,000

 
127,500,000

 

 

 
127,500,000

Term loan
11,000,000

 
11,000,000

 

 

 
11,000,000

Loan participation obligations
20,761,819

 
21,500,448

 

 

 
21,500,448

 
$
1,487,139,931

 
$
1,474,967,100

 
$

 
$

 
$
1,474,967,100


(1) The carrying value of real estate assets includes the Company's balance of the Palisades, Green Park, Encore and Stadium Village real estate loans, which includes the amounts funded by unrelated participants. The loan participation obligations are the amounts due the participants under these arrangements. Accrued interest included in the carrying values of the Company's real estate loans was approximately $24.9 million and $21.9 million at June 30, 2017 and December 31, 2016, respectively.

(2) The carrying value of mortgage notes payable consists of the principal amounts due reduced by any unamortized deferred loan issuance costs.

The fair value of the real estate loans within the level 3 hierarchy are comprised of estimates of the fair value of the notes, which were developed utilizing a discounted cash flow model over the remaining terms of the notes until their maturity dates and utilizing discount rates believed to approximate the market risk factor for notes of similar type and duration. The fair values also contain a separately-calculated estimate of any applicable additional interest payment due the Company at the maturity date of the loan, based on the outstanding loan balances at June 30, 2017, discounted to the reporting date utilizing a discount rate believed to be appropriate for multifamily development projects.

The fair values of the fixed rate mortgages on the Company’s properties were developed using market quotes of the fixed rate yield index and spread for four, five, seven, ten and 35 year notes as of the reporting date. The present values of the cash flows


38

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
June 30, 2017


were calculated using the original interest rate in place on the fixed rate mortgages and again at the current market rate. The difference between the two results was applied as a fair market adjustment to the carrying value of the mortgages.

16. Subsequent Events

Between July 1, 2017 and July 31, 2017, the Company issued 21,940 Units and collected net proceeds of approximately $19.7 million after commissions and fees under its $1.5 Billion Unit Offering. Between July 1, 2017 and July 31, 2017, the Company issued 907 shares of Series M Preferred Stock and collected net proceeds of approximately $0.9 million after commissions and fees under the mShares offering.

On July 11, 2017, the Company closed on a loan investment of up to approximately $22.4 million in support of the construction of a 356-unit multifamily community to be located in Atlanta, Georgia.

On July 12, 2017, the Company increased the borrowing capacity on its revolving line of credit to its Manager to $18.0 million.

On July 26, 2017, the Company closed on the acquisition of a 280-unit multifamily community located in Sarasota, Florida. The allocation of this transaction to the fair value of individual assets and liabilities is not presented as the calculations of the allocation were not complete at the date of filing of this Quarterly Report on Form 10-Q.

On July 26, 2017, the Company closed on the acquisition of a 99,384-square foot grocery-anchored shopping center located in the Columbia, South Carolina market. The allocation of this transaction to the fair value of individual assets and liabilities is not presented as the calculations of the allocation were not complete at the date of filing of this Quarterly Report on Form 10-Q.

On July 31, 2017, the Company closed on two loan investments of up to an aggregate of approximately $17.9 million in support of the construction of a 258-unit multifamily community to be located in Atlanta, Georgia.

On August 3, 2017, the Company declared a quarterly dividend on its Common Stock of $0.235 per share, payable on October 16, 2017 to stockholders of record on September 15, 2017.

On August 3, 2017, the Company closed on two loan investments of up to an aggregate of approximately $15.6 million in support of the construction of a 224-unit multifamily community to be located in Fort Myers, Florida.



39


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Significant Developments

During the six-month period ended June 30, 2017, we acquired four multifamily communities, two grocery-anchored shopping centers and one student housing property. The aggregate purchase price of these properties was approximately $278.1 million.

During the six-month period ended June 30, 2017, we sold our Sandstone Creek, Ashford Park and Enclave at Vista Ridge multifamily communities located in Kansas City, Kansas, Atlanta, Georgia and Dallas, Texas respectively, and collected aggregate gross proceeds of $157.6 million. We realized an aggregate gain on the sale of these properties of approximately $37.6 million and an average total return on these properties of approximately 26.5%.

The proceeds from the sale of Ashford Park were deposited into a 1031 exchange account and were used to partially finance the acquisitions of Founders Village, Retreat at Greystone and Castleberry-Southard. The 1031 mechanism allowed us to defer the tax liability on the sale of this asset and more efficiently redeploy our capital.

As of June 30, 2017, we had cumulatively issued 989,408 units and collected net proceeds of approximately $891.2 million from our offering of our Series A Redeemable Preferred Stock from our Primary Series A Offering and Follow-on Series A Offering. As of June 30, 2017, we had cumulatively issued 74,646 units and collected net proceeds of approximately $67.1 million from our offerings of Series A Redeemable Preferred Stock from our $1.5 Billion Unit Offering. As of June 30, 2017, we had cumulatively issued 7,850 shares of Series M Preferred Stock and and collected net proceeds of approximately $7.5 million from our mShares Offering. Our Follow-On Series A Offering sold its entire allotment of $900 million Units and was closed on February 14, 2017. Our Series A Redeemable Preferred Stock and our new equity offerings are discussed in detail in the Liquidity and Capital Resources section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

On May 12, 2017, we issued 2,750,000 shares of our common stock, par value $0.01 per share, or Common Stock, at a public offering price of $15.25 per share pursuant to an underwritten public offering. On May 30, 2017, we sold an additional 412,500 shares of Common Stock at $15.25 per share pursuant to the underwriters' exercise in full of an option received in connection with the public offering. The combined gross proceeds of the two sales was approximately $48.2 million before deducting underwriting discounts and commissions and other estimated offering expenses.

During the second quarter 2017, we sold 718,842 shares of Common Stock pursuant to our "at the market" offering (the "2016 ATM Offering"), resulting in aggregate gross proceeds of approximately $10.0 million.
In addition, during the six-month period ended June 30, 2017, we issued approximately 1.5 million shares of Common Stock upon the exercise of Warrants issued in our offerings of our Series A Redeemable Preferred Stock and collected net proceeds of approximately $17.7 million from those exercises.

Forward-looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "believes," "anticipates," "intends," "expects," "assumes," "goals," "guidance," "trends" and similar expressions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon our current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following:

•     our business and investment strategy;
•     our projected operating results;
actions and initiatives of the U.S. Government and changes to U.S. Government policies and the execution and impact of these actions, initiatives and policies;
•     the state of the U.S. economy generally or in specific geographic areas;
•     economic trends and economic recoveries;
our ability to obtain and maintain financing arrangements, including through the Federal National Mortgage Association, or Fannie Mae, and the Federal Home Loan Mortgage Corporation, or Freddie Mac;
•     financing and advance rates for our target assets;
•     our expected leverage;
•     changes in the values of our assets;
•     our expected portfolio of assets;

40


•     our expected investments;
•     interest rate mismatches between our target assets and our borrowings used to fund such investments;
•     changes in interest rates and the market value of our target assets;
•     changes in prepayment rates on our target assets;
•     effects of hedging instruments on our target assets;
•     rates of default or decreased recovery rates on our target assets;
•     the degree to which our hedging strategies may or may not protect us from interest rate volatility;
•     impact of and changes in governmental regulations, tax law and rates, accounting guidance and similar matters;
•     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 investment opportunities in mortgage-related and real estate-related investments and securities;
•     availability of qualified personnel;
•     estimates relating to our ability to make distributions to our stockholders in the future;
•     our understanding of our competition;
•     market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy;
weakness in the national, regional and local economies, which could adversely impact consumer spending and retail sales and in turn tenant demand for space and could lead to increased store closings;
changes in market rental rates;
changes in demographics (including the number of households and average household income) surrounding our shopping centers;
adverse financial conditions for grocery anchors and other retail, service, medical or restaurant tenants;
continued consolidation in the grocery-anchored shopping center sector;
excess amount of retail space in our markets;
reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats;
the growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and Costco, and their adverse effect on traditional grocery chains;
the entry of new market participants into the food sales business, such as Amazon's pending acquisition of Whole Foods, the growth of online food delivery services and online supermarket retailers and their collective adverse effect on traditional grocery chains;
our ability to aggregate a critical mass of grocery-anchored shopping centers or to spin-off, sell or distribute them;
the impact of an increase in energy costs on consumers and its consequential effect on the number of shopping visits to our centers; and
consequences of any armed conflict involving, or terrorist attack against, the United States.

Forward-looking statements are found throughout this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, or SEC, we do not have any intention or obligation to publicly release any revisions to forward-looking statements to reflect unforeseen or other events after the date of this report. The forward-looking statements should be read in light of the risk factors indicated in the section entitled "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 and as may be supplemented by any amendments to our risk factors in our subsequent quarterly reports on Form 10-Q and other reports filed with the SEC, which are accessible on the SEC’s website at www.sec.gov.
General
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial position. This discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.
 
Overview

We are an externally managed 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 also may acquire or originate senior mortgage loans, subordinate loans or real estate loan investments 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

41


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. Our investment guidelines limit our investment in these non-multifamily assets to 20% of our assets, subject to increases unanimously approved by our board of directors. On December 12, 2016, our board of directors temporarily suspended this 20% limit. Our board of directors will review and discuss the reinstatement of the 20% limit following a spin-off, sale or distribution of our grocery-anchored shopping centers, if any such transaction occurs.

We seek to generate returns for our stockholders by taking advantage of the current environment in the real estate market and the United States economy by acquiring multifamily assets and shopping centers in our targeted markets.  The current economic environment still provides many challenges for new development, which provides opportunity for current multifamily product to potentially enjoy stable occupancy rates and rising rental rates as the overall economy continues to grow.  As the real estate market and economy stabilize, we intend to employ efficient management techniques to grow income and create asset value.

As market conditions change over time, we intend to adjust our investment strategy to adapt to such changes as appropriate. We continue to believe there are abundant opportunities among our target assets that currently present attractive risk-return profiles. However, in order to capitalize on the investment opportunities that may be present in the various other points of an economic cycle, we may expand or change our investment strategy and target assets. We believe that the diversification of the portfolio of assets that we intend to acquire, our ability to acquire and manage our target assets, and the flexibility of our strategy will position us to generate attractive total returns for our stockholders in a variety of market conditions.

We elected to be taxed as a REIT under the Code effective with our tax year ended December 31, 2011. We also intend to operate our business in a manner that will permit us to maintain our status as a REIT and our exemption from registration under the Investment Company Act. We have and will continue to conduct substantially all of our operations through our Operating Partnership in which we owned an approximate 97.3% interest as of June 30, 2017. New Market Properties, LLC owns and conducts the business of our grocery-anchored shopping centers. Preferred Office Properties, LLC owns and conducts the business of our portfolio of office buildings. Preferred Campus Communities, LLC was formed to acquire off-campus student housing communities. Each of these entities are wholly-owned subsidiaries of the Operating Partnership,

Industry Outlook

We believe continued, albeit potentially sporadic, improvement in the United States' economy will continue for 2017, with continued job growth and improvements in consumer confidence. The new presidential administration certainly creates more uncertainty in the direction and trajectory of economic growth. We believe a growing economy, improved job market and increased consumer confidence should help create favorable conditions for the multifamily sector. If the economy continues to improve, we expect current occupancy rates generally to remain stable, on an annual basis, as the current level of occupancy nationwide will be difficult to measurably improve upon.

                The pipeline of new multifamily construction, although increasing nationwide, has been generally in line with demand in most of our markets. Nationally, new multifamily construction is currently at or above average historical levels in most markets. Even with the increase in new supply of multifamily properties, recent job growth and demographic trends have led to reasonable levels of absorption in most of our markets, which in many of our markets has offset or exceeded the new supply coming online.  The absorption rate has led to generally stable occupancy rates with increases in rental rates in most of our markets. We believe the supply of new multifamily construction will not increase dramatically as the constraints in the market (including availability of quality sites and the difficult permitting and entitlement process) will contain further increases in multifamily supply.  It may even be the case that new supply peaks in 2017 and these constraints cause a decline in new multifamily “starts” in 2018 and 2019.  As an offset, the new presidential administration may loosen banking regulation standards, which could cause an increase in available capital for new construction.  Any relaxing of these regulations could lead to more capital for new multifamily development and an increase in supply.

               We believe that a potential reversal in the recent trend of declining cap rates in the multifamily sector may be in the offing. The rising cost of private capital, less debt capital available from traditional commercial banks for real estate loans and a softening of the market in some “Gateway” cities have all put pressure on the pricing dynamic in multifamily transactions.  This could lead to an increase in capitalization rates and a softening price environment, and if this were to occur, then our pipeline of candidate multifamily property acquisitions with returns meeting our investment objectives may expand. 

               We believe that the grocery-anchored shopping center sector benefits from many of the same improving metrics as the

42


multifamily sector, namely improved economy and job and wage growth. More specifically, the types of centers we own and plan to acquire are primarily occupied by grocery stores, service uses, medical providers and restaurants. We believe that these businesses are significantly less impacted by e-commerce than some other retail businesses, and that grocery anchors typically generate repeat trips to the center. We expect that improving macroeconomic conditions, coupled with continued population growth in the suburban markets where our retail properties are located, will create favorable conditions for grocery shopping and other uses provided by grocery-anchored shopping centers. With moderate supply growth following a period of historically low retail construction starts, we believe our centers, which are all generally located in Sun Belt markets, are well positioned to have solid operating fundamentals.

The debt market for our grocery-anchored shopping center assets remains strong. Life insurance companies have continued to demonstrate a specific interest in our strategy and we continue to see new participants in the market. Spreads and rates are generally comparable to those for multifamily properties, however, the leverage levels on the retail assets may be slightly lower than the levels on our multifamily assets. During the first quarter we have seen cap rate compression on acquisitions we have been pursuing inside our grocery anchored strategy. We believe, notwithstanding the increase in longer-term U.S. Treasury yields since the election, that the overall capital markets are pricing in stronger rent growth and higher long term occupancy levels, especially so in the grocery-anchored sector space. In addition, due to some investor concern over retail in general, that allocation of capital into retail has been largely focused away from other retail product types and into the grocery-anchored sector. The result of this is that increased capital flows moving into the grocery-anchored sector has investors willing to accept lower yields to do so, thus putting upward pressure on prices for attractive acquisition opportunities inside our grocery-anchored strategy.
 
On June 16, 2017, Amazon announced that it had reached an agreement to acquire Whole Foods for $13.7 billion. We
believe this to be a net positive to our grocery anchored strategy in that it demonstrates the importance of the “brick and mortar” delivery model for the grocery sector. Amazon is widely regarded as one of the most technically advanced and savvy retailers and its $13.7 billion cash investment in a brick and mortar distribution network we believe validates the unique challenges of trying to execute a pure on-line strategy for grocery delivery.  Most of the growth in e-commerce around grocers is focused on “the last mile” or getting the goods in the stores to the homes of the customer.  Some of our grocers have partnered with third parties (Publix/Instacart) or formulated internal solutions (Walmart/in-store pickup and Kroger/ClickList) to help advance this segment of their business.  We believe that the traditional grocers must be proactive in pursuing on-line solutions in combination with their bricks and mortar physical stores.  We do believe that this transaction, and the impacts from it, could result in increased margin pressure on grocers and will likely accelerate the difficulties of the weaker grocery chains.  Furthermore this could lead to increased mergers and acquisitions activity in the grocery sector which could also result in store closings or store downsizings due to store trade area overlap.

                Favorable U.S. Treasury yields and competitive lender spreads have created a generally favorable borrowing environment for multifamily owners and developers. Given the uncertainty around the world's financial markets, fueled in part by the new US President and how his policies may affect domestic and international markets, investors have been wary in their approach to debt markets.  Recent US bond market movements have moderated and spreads from the government-sponsored entity, or GSE, lenders have been relatively stable to slightly lower.  Other lenders in the market have had generally stable rates as well. As the year goes on, we may well see a decline in spreads as the investment community becomes more comfortable with the direction of the market and the US economy. Even with the recent volatility in U.S. Treasury rates, we expect the market to continue to remain favorable for financing multifamily communities, as the equity and debt markets have generally continued to view the U.S. multifamily sector as a desirable investment. Lending by GSEs could be limited by caps imposed by the Federal Housing and Finance Association, which could lead to higher lending costs, although we expect such higher costs to be offset by increased lending activity by other market participants; however, such other market participants may have increased costs and stricter underwriting criteria.

                We believe the combination of a difficult regulatory environment and high underwriting standards for commercial banks will continue to create a choppy market for new construction financing.  In addition, we believe the continued hesitance among many prospective homebuyers to believe the net benefits of home ownership are greater than the benefit of the flexibility offered through renting will continue to work in the existing multifamily sector's favor.  We also believe there will be a continued boost to demand for multifamily rental housing due to the ongoing entry of the “millennial” generation, the sons and daughters of the baby-boom generation, into the workforce. This generation has a higher statistical propensity to rent their home and stay a renter deeper into their life-cycle, resulting in an increase in demand for rental housing. This combination of factors should generally result in gradual increases in market rents, lower concessions and opportunities for increases in ancillary fee income.

43


Critical Accounting Policies
In addition to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, below is a discussion of the accounting policies that management believes are critical. We consider these policies critical because they involve significant management judgments, assumptions and estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.
Real Estate
Cost Capitalization. Investments in real estate properties are carried at cost and depreciated using the straight-line method over the estimated useful lives of 30 to 50 years for buildings, 5 to 20 years for building and land improvements and 5 to 10 years for computers, furniture, fixtures and equipment. Acquisition costs are generally expensed as incurred for transactions that are deemed to be business combinations. ASU 2017-01, which was released in January 2017, changes the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. We adopted ASU 2017-01 as of January 1, 2017 and believe our future acquisitions of multifamily communities, office buildings, grocery-anchored shopping centers, and student housing communities will generally qualify as asset acquisitions. Pursuant to ASU 2017-01, certain qualifying acquisition costs will be capitalized and amortized rather than expensed as incurred.
Repairs, maintenance and resident turnover costs are charged to expense as incurred and significant replacements and betterments are capitalized and depreciated over the items' estimated useful lives. Repairs, maintenance and resident turnover costs include all costs that do not extend the useful life of the real estate property. We consider the period of future benefit of an asset to determine its appropriate useful life.
Real Estate Acquisition Valuation. We generally recorded the acquisition of income-producing real estate as a business combination through December 31, 2016. In conjunction with our adoption of ASU 2017-01, future acquisitions will require judgment to properly classify these acquisitions as asset acquisitions or business acquisitions.
All assets acquired and liabilities assumed in a business combination are measured at their acquisition-date fair values.
We assess the acquisition-date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis) and that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.
We record above-market and below-market in-place lease values for acquired properties based on the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining average non-cancelable term of the leases. We amortize any recorded above-market or below-market lease values as a reduction or increase, respectively, to rental income over the remaining average non-cancelable term of the respective leases.
Intangible assets include the value of in-place leases, which represents the estimated value of the net cash flows of the in-place leases to be realized, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. These estimates include estimated carrying costs, such as real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the hypothetical expected lease-up periods. Acquired in-place lease values for multifamily communities are amortized to operating expense over the average remaining non-cancelable term of the respective in-place leases.
The fair values of in-place leases for grocery-anchored shopping centers and office buildings represent the value of direct costs associated with leasing, including opportunity costs associated with lost rentals that are avoided by acquiring in-place leases. Direct costs associated with obtaining a new tenant include commissions, legal and marketing costs, incentives such as tenant improvement allowances and other direct costs. Such direct costs are estimated based on our consideration of current market costs to execute a similar lease. The value of opportunity costs is estimated using the estimated market lease rates and the estimated absorption period of the space. These direct costs and opportunity costs are included in the accompanying consolidated balance sheets as acquired intangible assets and are amortized to expense over the remaining term of the respective leases. The fair values of above-market and below-market in-place leases for grocery-anchored shopping centers and office buildings are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) our estimate of fair market lease rates for the

44


corresponding in-place leases, measured over a period equal to the remaining term of the leases, taking into consideration the probability of renewals for any below-market leases. The capitalized above-market leases and in place leases are included in the acquired intangible assets line of the consolidated balance sheets. Both above-market and below-market lease values are amortized as adjustments to rental revenue over the remaining term of the respective leases for office buildings. The amortization period for grocery-anchored shopping center leases is the remaining lease term plus any below market probable renewal options.
Estimating the fair values of the tangible assets, identifiable intangibles and assumed liabilities requires us to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, the number of years the property will be held for investment and market interest rates. The use of different assumptions would result in variations of the values of our acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact their subsequent amortization and ultimately our net income.
New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect, if any, recognized as of the date of adoption. The Company anticipates selecting the modified retrospective transition method with a cumulative effect recognized as of the date of adoption and will adopt the new standard effective January 1, 2018, when effective. The Company is currently evaluating the pending guidance but does not believe the adoption of ASU 2014-09 will have a material impact on its results of operations or financial condition, primarily because most of its revenue is rental operations, to which this standard is not applicable. The Company does provide significant non-rental services to its residents and tenants related to ancillary services and common area reimbursements. The Company does not believe that the adoption of ASU 2014-09 will materially impact the accounting for these revenues; however, we are continuing to evaluate the impact.

In January 2016, the FASB issued Accounting Standards Update 2016-01 ("ASU 2016-01"), Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities. The new standard's applicable provisions to the Company include an elimination of the disclosure requirement of the significant inputs and assumptions underlying the fair value calculations of its financial instruments which are carried at amortized cost. The standard is effective on January 1, 2018, and early adoption is not permitted. The adoption of ASU 2016-01 will not impact the Company's results of operations or financial condition.
 
In February 2016, the FASB issued Accounting Standards Update 2016-02 ("ASU 2016-02"), Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous standard, ASC 840 Leases. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impacts this standard will have on its results of operations and financial condition but does not believe any material impact will result from its adoption since the Company has minimal activity as a lessee.

In June 2016, the FASB issued Accounting Standards Update 2016-13 ("ASU 2016-13"), Financial Instruments—Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial instruments carried at amortized cost to be presented at the net amount expected to be collected, utilizing a valuation account which reflects the cumulative net adjustments from the gross amortized cost value. Under existing GAAP, entities would not record a valuation allowance until a loss was probable of occurring. The standard is effective for the Company on January 1, 2020. The Company is currently evaluating methods of deriving initial valuation accounts to be applied to its real estate loan portfolio. The Company is continuing to evaluate the pending guidance but does not believe the adoption of ASU 2016-13 will have a material impact on its results of operations or financial condition, since the Company has not yet experienced a credit loss related to any of its financial instruments.

In August 2016, the FASB issued Accounting Standards Update 2016-15 ("ASU 2016-15"), Statement of Cash Flows—(Topic 326): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies or establishes guidance for the presentation of various cash transactions on the statement of cash flows. The portion of the guidance applicable to the Company's business activities include the requirement that cash payments for debt prepayment or debt extinguishment costs be presented as cash out flows for financing activities. The standard is effective for the Company on January 1, 2018. The adoption of ASU 2016-15

45


will not impact the Company’s consolidated financial statements, since its current policy is to classify such costs as cash out flows for financing activities. 

In November 2016, the FASB issued Accounting Standards Update 2016-18 ("ASU 2016-18"), Statement of Cash Flows—(Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents when reconciling the beginning and ending amounts in the statements of cash flows. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company plans to adopt ASU 2016-18 on January 1, 2018. The Company currently reports changes in restricted cash within the investing activities section of its consolidated statements of cash flows and does not expect the adoption of ASU 2016-18 to impact its results of operations and financial condition.

In January 2017, the FASB issued Accounting Standards Update 2017-01 ("ASU 2017-01"), Business Combinations - (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business and provides further guidance for evaluating whether a transaction will be accounted for as an acquisition of an asset or a business. ASU 2017-01 is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted ASU 2017-01 as of January 1, 2017. The Company believes its future acquisitions of multifamily communities, office buildings, grocery-anchored shopping centers, and student housing properties will generally qualify as asset acquisitions. To the extent acquisitions are deemed to be asset acquisitions, acquisition costs have been and will be capitalized and amortized rather than expensed as incurred. The impact of the adoption of ASU 2017-01 was a increase of approximately $0.5 million of the Company's reported net loss available to common stockholders for the three-month period ended June 30, 2017 and an decrease of approximately $2.7 million of the Company's reported net income available to common stockholders for the six-month period ended June 30, 2017 than it would have under previous guidance.

In February 2017, the FASB issued Accounting Standards Update 2017-05 (“ASU 2017-05”), Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides guidance for recognizing gains and losses from the transfer of nonfinancial assets and for partial sales of nonfinancial assets, and is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2017.  The new standard may be applied retrospectively to each prior period presented or prospectively with the cumulative effect recognized as of the date of adoption and the Company currently expects to adopt ASU 2017-05 utilizing the prospective method but is continuing to evaluate the impact the adoption of this accounting standard will have on its financial statements.

Results of Operations

Certain financial highlights of our results of operations for the second quarter and six-month period ended June 30, 2017 were:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30,
 
 
 
Six months ended June 30,
 
 
 
 
 
2017
 
2016
 
% change
 
2017
 
2016
 
% change
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
$
70,890,913

 
$
45,853,944

 
54.6
%
 
137,452,248

 
87,589,725

 
56.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per share data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) (1)
$
(0.40
)
 
$
(0.40
)
 

 
$
0.09

 
$
(0.88
)
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO (2)
$
0.31

 
$
0.18

 
72.2
%
 
$
0.65

 
$
0.35

 
85.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core FFO (2)
$
0.37

 
$
0.31

 
19.4
%
 
$
0.73

 
$
0.61

 
19.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends (3)
$
0.235

 
$
0.2025

 
16.0
%
 
$
0.455

 
$
0.395

 
15.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Per weighted average share of Common Stock outstanding for the periods indicated.
(2) FFO and Core FFO are presented per weighted average share of Common Stock and Class A Unit in our Operating Partnership outstanding for the periods indicated.
(3) Per share of Common Stock and Class A Unit outstanding.
    
Net loss per share for the three months ended June 30, 2017 reflects a realized gain on the sale of Enclave at Vista Ridge of approximately $6.9 million, or $0.23 per share. Funds from operations ("FFO") for the three months ended June 30, 2016 reflect acquisition-related costs of approximately $2.8 million. Beginning in 2017, the majority of these type of costs are deferred and amortized over the life of the acquired assets. Core Funds From Operations Attributable to Common Stockholders and Unitholders

46


("Core FFO") excludes acquisition costs and certain other costs not representative of our ongoing operations. Adjusted Funds From Operations Attributable to Common Stockholders and Unitholders ("AFFO") removes significant non-cash revenues and expenses from our Core FFO results.

For the second quarter 2017, our Core FFO payout ratio to our Common Stockholders and Unitholders was approximately 68.3% and our AFFO payout ratio to Common Stockholders and Unitholders was approximately 81.5%. (1) 

For the second quarter 2017, our Core FFO payout ratio (before the deduction of preferred dividends) to our Series A Preferred Stockholders was approximately 57.3% and our AFFO payout ratio (before the deduction of preferred dividends) to our Series A Preferred Stockholders was approximately 61.6%. (1) 

As of June 30, 2017, our total assets were approximately $2.6 billion compared to approximately $1.8 billion as of June 30, 2016, an increase of approximately $0.9 billion, or approximately 50.2%. This growth was driven primarily by the net addition of 18 real estate properties and an increase of approximately $114.3 million of the funded amount of our real estate loan investment portfolio since June 30, 2016.

As of June 30, 2017, the average age of our multifamily communities was approximately 6.5 years, which we believe is among the youngest in the multifamily REIT industry.

At June 30, 2017, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 54.0%.

Cash flow from operations for the quarter ended June 30, 2017 was approximately $24.1 million, an increase of approximately $4.6 million, or 23.6%, compared to approximately $19.5 million for the quarter ended June 30, 2016.

(1) We calculate the Core FFO and AFFO payout ratios to Common Stockholders and Unitholders as the ratio of Common Stock dividends and distributions to Unitholders to Core FFO or AFFO, respectively. We calculate the Core FFO and AFFO payout ratios to Series A Preferred Stockholders as the ratio of Preferred Stock dividends to the sum of Preferred Stock dividends and Core FFO or AFFO, respectively. 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 later within this Results of Operations discussion.

The operational highlights of our second quarter and six-month period ended June 30, 2017 included:

During the first two quarters 2017, we acquired the following properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property
 
Location
 
Type
 
Units
 
Beds
 
Leasable square feet
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regents on University
 
Tempe, AZ
 
Student housing property

225

 
640

 
n/a

 
 
Broadstone at Citrus Village
 
Tampa, FL
 
Multifamily community
 
296

 
n/a

 
n/a

 
 
Retreat at Greystone
 
Birmingham, AL
 
Multifamily community
 
312

 
n/a

 
n/a

 
 
Founders Village
 
Williamsburg, VA
 
Multifamily community
 
247

 
n/a

 
n/a

 
 
Claiborne Crossing
 
Louisville, KY
 
Multifamily community
 
242

 
n/a

 
n/a

 
 
Castleberry-Southard
 
Atlanta, GA
 
Grocery-anchored shopping center
 
n/a

 
n/a

 
80,018

 
 
Rockbridge Village
 
Atlanta, GA
 
Grocery-anchored shopping center
 
n/a

 
n/a

 
102,432

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,322

 
 
 
182,450

 
 
 
 
 
 
 
 
 
 
 
 
 
 

During the six-month period ended June 30, 2017, we sold our Sandstone Creek, Ashford Park and Enclave at Vista Ridge multifamily communities located in Kansas City, Kansas, Atlanta, Georgia and Dallas, Texas respectively, which included an aggregate number of 1,072 units.

On April 20, 2017, we closed on a loan investment of up to approximately $31.5 million to acquire a 6.5 acre site located in San Jose, California that is currently zoned to provide for up to 551 multifamily units and approximately 37,000 square feet of commercial space. On June 5, 2017, we closed on a loan investment of up to approximately $2.4 million to acquire a 26 acre site located in Nashville, Tennessee in support of a proposed 301 unit multifamily community.

On June 15, 2017, we refinanced the existing $61.75 million mortgage on our 525 Avalon multifamily community which bore interest at a variable rate of 1 Month LIBOR plus 200 basis points per annum and the secondary financing note of $3.25 million which bore interest at a variable rate of 1 Month LIBOR plus 1100 basis points per annum (both of which were to

47


mature in less than two years) into a single mortgage of $67.38 million, which bears interest at a fixed rate of 3.98% per annum and matures in seven years.

On June 22, 2017, we refinanced the existing $16.3 million mortgage on our Stone Creek multifamily community which bore interest at a fixed 3.75% rate per annum and was 29 years from maturity into a mortgage of $20.6 million, which bears interest at a fixed rate of 3.22% per annum and matures in 35 years.


The following table summarizes our owned real estate assets and potential additions from our real estate investment loan pipeline as of June 30, 2017:

 
Owned as of June 30, 2017
 
Potential additions from real estate loan investment portfolio (1)
 
Potential total
Multifamily communities:
 
 
 
 
 
Properties
25

 
16

 
41

Units
8,074

 
4,712

 
12,786

Grocery-anchored shopping centers:
 
 
 
 
 
Properties
33

 
1

 
34

Gross leasable area (square feet)
3,477,941

 
200,000

(2) 
3,677,941

Student housing properties:
 
 
 
 
 
Properties
2

 
8

 
10

Units
444

 
1,874

 
2,318

Beds
1,319

 
5,693

 
7,012

Office buildings:
 
 
 
 
 
Properties
3

 

 
3

Rentable square feet
1,094,000

 

 
1,094,000

 
 
 
 
 
 
(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.
(2) Square footage represents area covered by our purchase options and excludes 123,590 square feet owned by the grocery anchor.

Subsequent to Quarter End

On July 11, 2017, the Company closed on a loan investment of up to approximately $22.4 million in support of the construction of a 356-unit multifamily community to be located in Atlanta, Georgia.

On July 12, 2017, the Company increased the borrowing capacity on its revolving line of credit to its Manager to $18.0 million.

On July 26, 2017, the Company closed on the acquisition of a 280-unit multifamily community located in Sarasota, Florida.

On July 26, 2017, the Company closed on the acquisition of a 99,384-square foot grocery-anchored shopping center located in the Columbia, South Carolina market.

On July 31, 2017, the Company closed on two loan investments of up to an aggregate of approximately $17.9 million in support of the construction of a 258-unit multifamily community to be located in Atlanta, Georgia.

On August 3, 2017, the Company declared a quarterly dividend on its Common Stock of $0.235 per share, payable on October 16, 2017 to stockholders of record on September 15, 2017.

On August 3, 2017, the Company closed on two loan investments of up to an aggregate of approximately $15.6 million in support of the construction of a 224-unit multifamily community to be located in Fort Myers, Florida.
 




48


Real Estate Loan Investments

Certain real estate loan investments include limited purchase options and additional amounts of accrued interest, which becomes due in cash to us on the earliest to occur of: (i) the maturity of the loan, (ii) any uncured event of default as defined in the associated loan agreement, (iii) the sale of the project or the refinancing of the loan (other than a refinancing loan by us or one of our affiliates) and (iv) any other repayment of the loan. There are no contingent events that are necessary to occur for us to realize the additional interest amounts. We hold options, but not obligations, to purchase certain of the properties which are partially financed by our real estate loans, as shown in the table below. 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, with discounts ranging from between 15 and 60 basis points, depending on the loan.
 
 
 
Total units upon
 
Purchase option window
 
Project/Property
Location
 
completion (1)
 
Begin
 
End
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
 
 
 
 
 
 
Encore
Atlanta, GA
 
339

 
1/8/2018
 
5/8/2018
 
Palisades
Northern VA
 
304

 
3/1/2018
 
7/31/2018
 
Fusion
Irvine, CA
 
280

 
1/1/2018
 
4/1/2018
 
Green Park
Atlanta, GA
 
310

 
11/1/2017
 
2/28/2018
 
Summit Crossing III
Atlanta, GA
 
172

 
8/1/2017
 
11/1/2017
(2) 
Overture
Tampa, FL
 
180

 
1/1/2018
 
5/1/2018
 
Aldridge at Town Village
Atlanta, GA
 
300

 
11/1/2017
 
2/28/2018
 
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

 
5/1/2018
 
8/31/2018
 
Park 35 on Clairmont
Birmingham, AL
 
271

 
S + 90 days (3)
 
S + 150 days (3)
 
Fort Myers
Fort Myers, FL
 
224

 
N/A
 
N/A
 
Wiregrass
Tampa, FL
 
392

 
S + 90 days (3)
 
S + 150 days (3)
 
360 Forsyth
Atlanta, GA
 
356

 
N/A
 
N/A
 
Berryessa
San Jose, CA
 
551

 
N/A
 
N/A
 
Brentwood
Nashville, TN
 
301

 
N/A
 
N/A
 
 
 
 
 
 
 
 
 
 
Student housing properties:
 
 
 
 
 
 
 
 
Haven West
Atlanta, GA
 
160

 
N/A
 
N/A
 
Haven 12
Starkville, MS
 
152

 
9/1/2017
 
11/30/2017
 
Stadium Village
Atlanta, GA
 
198

 
9/1/2017
 
11/30/2017
 
18 Nineteen
Lubbock, TX
 
217

 
10/1/2017
 
12/31/2017
 
Haven South
Waco, TX
 
250

 
10/1/2017
 
12/31/2017
 
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
 
 
 
 
 
 
 
 
 
 
New Market Properties:
 
 
 
 
 
 
 
 
Dawson Marketplace (4)
Atlanta, GA
 

 
12/16/2017
 
12/15/2018
 
 
 
 
 
 
 
 
 
 
 
 
 
6,746

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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.
 
(2) Effective July 31, 2017, the option period window was amended to be November 1, 2017 through February 28, 2018.
 
(3) The option period window begins and ends at the number of days indicated beyond the achievement of a 93% stabilization rate by the underlying property.
 
(4) The Dawson Marketplace grocery-anchored shopping center and outparcels covered under our purchase option will consist of approximately 200,000 square feet of gross leasable area, which excludes 123,590 square feet owned by the grocery anchor.
 

    

49


Three Months and Six Months Ended June 30, 2017 compared to 2016

The following discussion and tabular presentations highlight the major drivers behind the line item changes in our results of operations for the three months and six months ended June 30, 2017 versus 2016, as summarized in the tables below:
Preferred Apartment Communities, Inc.
 
Three months ended June 30,
 
Change inc (dec)
 
 
2017
 
2016
 
Amount
 
Percentage
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
48,241,306

 
$
30,966,738

 
$
17,274,568

 
55.8
 %
Other property revenues
 
8,821,245

 
4,308,360

 
4,512,885

 
104.7
 %
Interest income on loans and notes receivable
 
8,490,327

 
6,847,724

 
1,642,603

 
24.0
 %
Interest income from related parties
 
5,338,035

 
3,731,122

 
1,606,913

 
43.1
 %
Total revenues
 
70,890,913

 
45,853,944

 
25,036,969

 
54.6
 %
 
 
 
 
 
 


 
 
Operating expenses:
 
 
 
 
 


 
 
Property operating and maintenance
 
7,198,159

 
4,356,923

 
2,841,236

 
65.2
 %
Property salary and benefits reimbursement to related party
 
3,218,870

 
2,516,605

 
702,265

 
27.9
 %
Property management fees
 
2,060,774

 
1,356,409

 
704,365

 
51.9
 %
Real estate taxes
 
7,680,277

 
5,494,608

 
2,185,669

 
39.8
 %
General and administrative
 
1,653,999

 
1,191,520

 
462,479

 
38.8
 %
Equity compensation to directors and executives
 
871,153

 
618,867

 
252,286

 
40.8
 %
Depreciation and amortization
 
28,457,001

 
17,969,975

 
10,487,026

 
58.4
 %
Acquisition and pursuit costs
 
5,000

 
2,764,742

 
(2,759,742
)
 
(99.8
)%
Asset management fees to related parties
 
4,864,397

 
2,958,991

 
1,905,406

 
64.4
 %
Insurance, professional fees and other expenses
 
1,376,545

 
1,571,514

 
(194,969
)
 
(12.4
)%
Total operating expenses
 
57,386,175

 
40,800,154

 
16,586,021

 
40.7
 %
Contingent asset management and general and administrative
 
 
 
 
 

 
 
expense fees
 
(170,838
)
 
(451,684
)
 
280,846

 
(62.2
)%
Net operating expenses
 
57,215,337

 
40,348,470

 
16,866,867

 
41.8
 %
 
 
 
 
 
 

 
 
Operating income
 
13,675,576

 
5,505,474

 
8,170,102

 
148.4
 %
Interest expense
 
16,397,895

 
9,559,501

 
6,838,394

 
71.5
 %
Loss on extinguishment of debt
 
888,428

 

 
888,428

 

Net loss before gain on sale of real estate
 
(3,610,747
)
 
(4,054,027
)
 
443,280

 
(10.9
)%
Gain on sale of real estate
 
6,914,949

 
4,271,506

 
2,643,443

 
61.9
 %
Net income
 
$
3,304,202

 
$
217,479

 
$
3,086,723

 
1,419.3
 %

50


Preferred Apartment Communities, Inc.
 
Six months ended June 30,
 
Change inc (dec)
 
 
2017
 
2016
 
Amount
 
Percentage
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
93,604,827

 
$
59,222,337

 
$
34,382,490

 
58.1
 %
Other property revenues
 
17,257,356

 
8,068,443

 
9,188,913

 
113.9
 %
Interest income on loans and notes receivable
 
16,438,138

 
13,789,883

 
2,648,255

 
19.2
 %
Interest income from related parties
 
10,151,927

 
6,509,062

 
3,642,865

 
56.0
 %
Total revenues
 
137,452,248

 
87,589,725

 
49,862,523

 
56.9
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
13,736,798

 
8,378,285

 
5,358,513

 
64.0
 %
Property salary and benefits reimbursement to related party
 
6,247,220

 
4,880,068

 
1,367,152

 
28.0
 %
Property management fees
 
3,962,557

 
2,584,430

 
1,378,127

 
53.3
 %
Real estate taxes
 
15,584,078

 
10,668,049

 
4,916,029

 
46.1
 %
General and administrative
 
3,159,509

 
2,111,472

 
1,048,037

 
49.6
 %
Equity compensation to directors and executives
 
1,744,255

 
1,229,292

 
514,963

 
41.9
 %
Depreciation and amortization
 
53,283,190

 
33,316,701

 
19,966,489

 
59.9
 %
Acquisition and pursuit costs
 
14,002

 
5,528,327

 
(5,514,325
)
 
(99.7
)%
Asset management fees to related parties
 
9,376,911

 
5,725,077

 
3,651,834

 
63.8
 %
Insurance, professional fees and other expenses
 
2,667,949

 
2,878,495

 
(210,546
)
 
(7.3
)%
Total operating expenses
 
109,776,469

 
77,300,196

 
32,476,273

 
42.0
 %
Contingent asset management and general and administrative
 
 
 
 
 
 
 
 
expense fees
 
(345,920
)
 
(721,285
)
 
375,365

 
(52.0
)%
Net operating expenses
 
109,430,549

 
76,578,911

 
32,851,638

 
42.9
 %
 
 
 
 
 
 
 
 
 
Operating income
 
28,021,699

 
11,010,814

 
17,010,885

 
154.5
 %
Interest expense
 
31,406,598

 
18,454,331

 
12,952,267

 
70.2
 %
Loss on extinguishment of debt
 
888,428

 

 
888,428

 

Net loss before gain on sale of real estate
 
(4,273,327
)
 
(7,443,517
)
 
3,170,190

 
(42.6
)%
Gain on sale of real estate
 
37,639,009

 
4,271,506

 
33,367,503

 
781.2
 %
Net income
 
$
33,365,682

 
$
(3,172,011
)
 
$
36,537,693

 
























51


New Market Properties, LLC

Our New Market Properties, LLC business consists of our portfolio of grocery-anchored shopping centers and our Dawson Marketplace real estate loan supporting a shopping center in the Atlanta, Georgia market. Comparative statements of operations of New Market Properties, LLC for the three months and six months ended June 30, 2017 and 2016 are presented below. These statements of operations include no allocations of corporate overhead or other expenses.
New Market Properties, LLC
 
Three months ended June 30,
 
Change inc (dec)
 
 
2017
 
2016
 
Amount
 
Percentage
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
10,133,381

 
$
5,077,843

 
$
5,055,538

 
99.6
 %
Other property revenues
 
3,192,722

 
1,492,710

 
1,700,012

 
113.9
 %
Interest income on loans and notes receivable
 
439,605

 
407,250

 
32,355

 
7.9
 %
Total revenues
 
13,765,708

 
6,977,803

 
6,787,905

 
97.3
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
1,456,493

 
672,964

 
783,529

 
116.4
 %
Property management fees
 
471,431

 
240,433

 
230,998

 
96.1
 %
Real estate taxes
 
1,891,676

 
828,470

 
1,063,206

 
128.3
 %
General and administrative
 
182,127

 
106,682

 
75,445

 
70.7
 %
Equity compensation to directors and executives
 
106,950

 
20,356

 
86,594

 
425.4
 %
Depreciation and amortization
 
7,061,552

 
3,853,638

 
3,207,914

 
83.2
 %
Acquisition and pursuit costs
 

 
1,037,518

 
(1,037,518
)
 
(100.0
)%
Asset management fees to related parties
 
1,024,747

 
509,668

 
515,079

 
101.1
 %
Insurance, professional fees and other expenses
 
199,967

 
112,992

 
86,975

 
77.0
 %
Total operating expenses
 
12,394,943

 
7,382,721

 
5,012,222

 
67.9
 %
Contingent asset management and general and administrative
 
 
 
 
 
 
 
 
expense fees
 
(26,496
)
 
(87,766
)
 
61,270

 
(69.8
)%
Net operating expenses
 
12,368,447

 
7,294,955

 
5,073,492

 
69.5
 %
 
 
 
 
 
 
 
 
 
Operating income
 
1,397,261

 
(317,152
)
 
1,714,413

 
(540.6
)%
Interest expense
 
3,510,202

 
1,645,824

 
1,864,378

 
113.3
 %
Net income
 
$
(2,112,941
)
 
$
(1,962,976
)
 
$
(149,965
)
 
7.6
 %

52


New Market Properties, LLC
 
Six months ended June 30,
 
Change inc (dec)
 
 
2017
 
2016
 
Amount
 
Percentage
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
19,915,716

 
$
8,951,649

 
$
10,964,067

 
122.5
 %
Other property revenues
 
6,415,740

 
2,652,544

 
3,763,196

 
141.9
 %
Interest income on loans and notes receivable
 
869,257

 
917,423

 
(48,166
)
 
(5.3
)%
Total revenues
 
27,200,713

 
12,521,616

 
14,679,097

 
117.2
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
2,777,814

 
1,173,251

 
1,604,563

 
136.8
 %
Property management fees
 
921,520

 
408,351

 
513,169

 
125.7
 %
Real estate taxes
 
3,855,790

 
1,425,655

 
2,430,135

 
170.5
 %
General and administrative
 
318,001

 
200,891

 
117,110

 
58.3
 %
Equity compensation to directors and executives
 
211,105

 
39,933

 
171,172

 
428.6
 %
Depreciation and amortization
 
14,102,474

 
6,545,180

 
7,557,294

 
115.5
 %
Acquisition and pursuit costs
 
25,402

 
1,460,254

 
(1,434,852
)
 
(98.3
)%
Asset management fees to related parties
 
2,039,465

 
913,807

 
1,125,658

 
123.2
 %
Insurance, professional fees and other expenses
 
403,056

 
205,179

 
197,877

 
96.4
 %
Total operating expenses
 
24,654,627

 
12,372,501

 
12,282,126

 
99.3
 %
Contingent asset management and general and administrative
 
 
 
 
 
 
 
 
expense fees
 
(48,244
)
 
(167,184
)
 
118,940

 
(71.1
)%
Net operating expenses
 
24,606,383

 
12,205,317

 
12,401,066

 
101.6
 %
 
 
 
 
 
 
 
 
 
Operating income
 
2,594,330

 
316,299

 
2,278,031

 
720.2
 %
Interest expense
 
6,840,455

 
2,973,022

 
3,867,433

 
130.1
 %
Net income
 
$
(4,246,125
)
 
$
(2,656,723
)
 
$
(1,589,402
)
 
59.8
 %

Recent acquisitions

Our acquisitions of real estate assets during 2017 and the third and fourth quarters of 2016 were the primary drivers behind our increases in rental and property revenues and property operating expenses for the three-month and six-month periods ended June 30, 2017 versus 2016. We acquired the following real estate assets since June 30, 2016:
Acquisition date
 
Multifamily communities
 
Location
 
Units
 
 
 
 
 
 
 
7/1/2016
 
City Vista
 
Pittsburgh, Pennsylvania
 
272

8/24/2016
 
Sorrel
 
Jacksonville, Florida
 
290

2/28/2017
 
Regents on University (1)
 
Tempe, Arizona
 
225

3/3/2017
 
Broadstone at Citrus Village
 
Tampa, Florida
 
296

3/24/2017
 
Retreat at Greystone
 
Birmingham, Alabama
 
312

3/31/2017
 
Founders Village
 
Williamsburg, Virginia
 
247

4/26/2017
 
Claiborne Crossing
 
Louisville, KY
 
242

 
 
 
 
 
 
 
 
 
 
 
 
 
1,884

(1) A 640-bed student housing community located adjacent to the campus of Arizona State University in Tempe, Arizona.

53


Acquisition date
 
Grocery anchored shopping centers (New Market Properties)
 
Market
 
Gross leasable area (square feet)
 
 
 
 
 
 
 
7/15/2016
 
Lakeland Plaza
 
Atlanta, Georgia
 
301,711

8/8/2016
 
Sunbelt Seven Portfolio
 
(1) 
 
650,360

10/18/2016
 
Champions Village
 
Houston, Texas
 
383,093

4/21/2017
 
Castleberry-Southard
 
Atlanta, Georgia
 
80,018

6/6/2017
 
Rockbridge Village
 
Atlanta, Georgia
 
102,432

 
 
 
 
 
 
 
 
 
 
 
 
 
1,517,614

 
 
 
 
 
 
 
(1) Properties located in Orlando, FL, Atlanta, GA, Raleigh, NC, San Antonio, TX and Miami-Fort Lauderdale, FL markets. Includes the purchase of an approximate 0.95 acre outparcel for $1.5 million on December 21, 2016.
Acquisition date
 
Office buildings
 
Market
 
Gross rentable square feet
 
 
 
 
 
 
 
8/29/2016
 
Brookwood Center
 
Birmingham, Alabama
 
169,000

11/4/2016
 
Galleria 75
 
Atlanta, Georgia
 
111,000

12/30/2016
 
Three Ravinia
 
Atlanta, Georgia
 
814,000

 
 
 
 
 
 
 
 
 
 
 
 
 
1,094,000


Rental Revenues

Rental revenue increased due primarily to properties acquired since June 30, 2016, as shown in the following table:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Rental revenues
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
3,598,000

 
20.8
 %
 
$
4,020,000

 
11.7
 %
Acquired during 2016
3,060,000

 
17.7
 %
 
7,300,000

 
21.2
 %
Acquired during 2011-2015
82,000

 
0.5
 %
 
283,000

 
0.8
 %
Properties sold
(3,379,000
)
 
(19.6
)%
 
(5,418,000
)
 
(15.8
)%
Student housing properties
2,256,000

 
13.1
 %
 
4,125,000

 
12.0
 %
Office buildings
6,602,000

 
38.2
 %
 
13,108,000

 
38.1
 %
New Market Properties
5,056,000

 
29.3
 %
 
10,964,000

 
32.0
 %
 
 
 
 
 
 
 
 
Total
$
17,275,000

 
100.0
 %
 
$
34,382,000

 
100.0
 %

Increases in occupancy rates and in percentages of leased space and rent growth are the primary drivers of increases in rental revenue from our owned properties. Factors which we believe affect market rents include vacant unit inventory in local markets, local and national economic growth and resultant employment stability, income levels and growth, the ease of obtaining credit for home purchases, and changes in demand due to consumer confidence in the above factors.

We also collect revenue from residents and tenants for items such as utilities, application fees, lease termination fees, common area maintenance reimbursements and late charges. The increases in other property revenues for the three-month and six-month periods ended June 30, 2017 versus 2016 were similarly due to the acquisitions listed above.

Interest income from our real estate loan investments increased substantially for the three-month and six-month periods ended June 30, 2017 versus 2016, primarily due to the addition of eight real estate loan investments and bridge loans since June 30, 2016. Also contributing to the increases in interest income were higher loan balances on real estate loans, from accumulating draws and loan balances as the underlying projects progressed toward completion. The principal amount outstanding on our portfolio of real estate loans and bridge loans increased to approximately $395.0 million at June 30, 2017 from $280.6 million at June 30, 2016.


54


We recorded interest income and other revenue from these instruments as presented in Note 4 to the Company's Consolidated Financial Statements.
        
Property operating and maintenance expense

Expenses to operate and maintain our properties rose primarily due to the incremental costs brought on by property acquisitions since June 30, 2016, as shown in the following table. The primary components of operating and maintenance expense are utilities, property repairs, and landscaping costs. The expenses incurred for property repairs and, to a lesser extent, utilities could generally be expected to increase gradually over time as the buildings and properties age. Utility costs may generally be expected to increase in future periods as rate increases from providing carriers are passed on to our residents and tenants.
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Property operating and maintenance
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
674,000

 
23.7
 %
 
$
772,000

 
14.4
 %
Acquired during 2016
663,000

 
23.3
 %
 
1,251,000

 
23.3
 %
Acquired during 2011-2015
102,000

 
3.6
 %
 
45,000

 
0.8
 %
Properties sold
(687,000
)
 
(24.2
)%
 
(978,000
)
 
(18.2
)%
Student housing properties
403,000

 
14.2
 %
 
741,000

 
13.8
 %
Office buildings
902,000

 
31.8
 %
 
1,923,000

 
35.9
 %
New Market Properties
784,000

 
27.6
 %
 
1,605,000

 
30.0
 %
 
 
 
 
 
 
 
 
Total
$
2,841,000

 
100.0
 %
 
$
5,359,000

 
100.0
 %

Property salary and benefits reimbursement to related party

We recorded property salary and benefits expense for individuals who handle the on-site management, operations and maintenance of our properties. These costs increased primarily due to the incremental costs brought on by additional personnel necessary to manage and operate properties acquired since June 30, 2016, as shown in the following table.
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Property salary and benefits reimbursement
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
321,000

 
45.7
 %
 
$
356,000

 
26.0
 %
Acquired during 2016
298,000

 
42.5
 %
 
726,000

 
53.1
 %
Acquired during 2011-2015
38,000

 
5.4
 %
 
36,000

 
2.6
 %
Properties sold
(368,000
)
 
(52.4
)%
 
(557,000
)
 
(40.7
)%
Student housing properties
212,000

 
30.2
 %
 
354,000

 
25.9
 %
Office buildings
201,000

 
28.6
 %
 
452,000

 
33.1
 %
 
 
 
 
 
 
 
 
Total
$
702,000

 
100.0
 %
 
$
1,367,000

 
100.0
 %


Property management fees

We pay a fee for property management services to our Manager in an amount of 4% of gross property revenues as compensation for services such as rental, leasing, operation and management of our multifamily communities and the supervision of any subcontractors; for grocery-anchored shopping center assets, property management fees are 4% of gross property revenues, of which generally 3.5% is paid to a third party management company. Property management fees for office buildings are within the range of 2.0% to 2.75% of gross property revenues, of which 1.5% to 2.25% is paid to a third party management company. The increases were primarily due to properties acquired since June 30, 2016, as shown in the following table:

55


 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Property management fees
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
161,000

 
22.9
 %
 
$
175,000

 
12.7
 %
Acquired during 2016
155,000

 
22.0
 %
 
361,000

 
26.2
 %
Acquired during 2011-2015
24,000

 
3.4
 %
 
42,000

 
3.0
 %
Properties sold
(143,000
)
 
(20.3
)%
 
(217,000
)
 
(15.7
)%
Student housing properties
119,000

 
16.9
 %
 
204,000

 
14.8
 %
Office buildings
157,000

 
22.3
 %
 
301,000

 
21.8
 %
New Market Properties
231,000

 
32.8
 %
 
513,000

 
37.2
 %
 
 
 
 
 
 
 
 
Total
$
704,000

 
100.0
 %
 
$
1,379,000

 
100.0
 %


Real estate taxes

We are liable for property taxes due to the various counties and municipalities that levy such taxes on real property for each of our properties. Real estate taxes rose primarily due to the incremental costs brought on by properties acquired since June 30, 2016, as shown in the following table:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Real estate taxes
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
427,000

 
19.5
 %
 
$
492,000

 
10.0
 %
Acquired during 2016
561,000

 
25.7
 %
 
1,311,000

 
26.7
 %
Acquired during 2011-2015
(360,000
)
 
(16.5
)%
 
(992,000
)
 
(20.2
)%
Properties sold
(567,000
)
 
(25.9
)%
 
(484,000
)
 
(9.8
)%
Student housing properties
242,000

 
11.1
 %
 
495,000

 
10.1
 %
Office buildings
820,000

 
37.5
 %
 
1,664,000

 
33.8
 %
New Market Properties
1,063,000

 
48.6
 %
 
2,430,000

 
49.4
 %
 
 
 
 
 
 
 
 
Total
$
2,186,000

 
100.0
 %
 
$
4,916,000

 
100.0
 %

        
We generally expect the assessed values of our properties to rise over time, owing to our expectation of improving market conditions, as well as pressure on municipalities to raise revenues.  

General and Administrative

The increase was primarily due to higher franchise and net worth taxes, and administrative expenses related to the properties acquired since June 30, 2016, as shown in the following table:

56


 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
General and administrative expenses
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Taxes, licenses and fees
$
(155,000
)
 
(33.5
)%
 
$
(40,000
)
 
(3.8
)%
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
136,000

 
29.4
 %
 
158,000

 
15.1
 %
Acquired during 2016
67,000

 
14.5
 %
 
179,000

 
17.1
 %
Acquired during 2011-2015
24,000

 
5.2
 %
 
119,000

 
11.3
 %
Properties sold
(74,000
)
 
(16.0
)%
 
(135,000
)
 
(12.9
)%
Student housing properties
50,000

 
10.8
 %
 
123,000

 
11.7
 %
Office buildings
339,000

 
73.4
 %
 
527,000

 
50.3
 %
New Market Properties
75,000

 
16.2
 %
 
117,000

 
11.2
 %
 
 
 
 
 
 
 
 
Total
$
462,000

 
100.0
 %
 
$
1,048,000

 
100.0
 %

Equity compensation to directors and executives

Expenses recorded for equity compensation awards increased primarily due to expansions of Class B Unit awards in 2017, the details of which are presented in Note 8 to the Consolidated Financial Statements.
    
Depreciation and amortization

The net increases in depreciation and amortization were driven by:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
Increase
 
Increase
Depreciation and amortization
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 


 
 
 
 
Acquired during 2017
$
3,801,000

 
36.2
 %
 
$
4,477,000

 
22.4
 %
Acquired during 2016
(63,000
)
 
(0.6
)%
 
2,739,000

 
13.7
 %
Acquired during 2011-2015
(1,021,000
)
 
(9.7
)%
 
(2,519,000
)
 
(12.6
)%
Properties sold
(1,072,000
)
 
(10.2
)%
 
(2,041,000
)
 
(10.2
)%
Student housing properties
2,387,000

 
22.8
 %
 
3,403,000

 
17.0
 %
Office buildings
3,247,000

 
30.9
 %
 
6,349,000

 
31.9
 %
New Market Properties
3,208,000

 
30.6
 %
 
7,558,000

 
37.8
 %
 
 
 
 
 
 
 
 
Total
$
10,487,000

 
100.0
 %
 
$
19,966,000

 
100.0
 %


Acquisition and pursuit costs and acquisition fees to related parties

The decrease in acquisition fees during the three-month and six-month periods ended June 30, 2017 versus 2016 was due to the adoption of ASU 2017-01 on January 1, 2017, pursuant to which we began capitalizing and amortizing asset acquisition costs.

Asset management fees and general and administrative fees to related party

Monthly asset management fees are equal to one-twelfth of 0.50% of the total book value of assets, as adjusted. General and administrative expense fees are equal to 2% of the monthly gross revenues of the Company. Both are calculated as prescribed by the Management Agreement and are paid monthly to our Manager. These fees rose primarily due to the incremental assets and revenues brought on by office buildings, grocery-anchored shopping centers and multifamily communities acquired since June 30, 2016, as shown in the following tables:

57


 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
increase
 
increase
Revenues
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 
 
 
 
 
 
Acquired during 2017
$
4,031,000

 
16.1
 %
 
$
4,494,000

 
9.0
 %
Acquired during 2016
3,473,000

 
13.9
 %
 
8,216,000

 
16.5
 %
Acquired during 2011-2015
107,000

 
0.4
 %
 
315,000

 
0.6
 %
Properties sold
(3,705,000
)
 
(14.9
)%
 
(5,940,000
)
 
(12.0
)%
Student housing properties
2,424,000

 
9.7
 %
 
4,359,000

 
8.7
 %
Office buildings
8,726,000

 
34.9
 %
 
17,400,000

 
34.9
 %
New Market Properties
6,788,000

 
27.1
 %
 
14,679,000

 
29.4
 %
Real estate loans, lines of credit and notes receivable
3,193,000

 
12.8
 %
 
6,340,000

 
12.9
 %
 
 
 


 
 
 
 
Total
$
25,037,000

 
100.0
 %
 
$
49,863,000

 
100.0
 %

 
June 30,
 
2017 versus 2016
 
increase
Gross real estate and real estate loans
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 
 
Acquired during 2017
$
178,116,000

 
21.3
 %
Acquired during 2016
96,315,000

 
11.5
 %
Acquired during 2011-2015
3,424,000

 
0.4
 %
Properties sold
(125,312,000
)
 
(15.0
)%
Student housing properties
52,245,000

 
6.3
 %
Office buildings
242,421,000

 
29.0
 %
New Market Properties
274,519,000

 
32.9
 %
Real estate loans, lines of credit and notes receivable
113,622,000

 
13.6
 %
 
 
 
 
Total
$
835,350,000

 
100.0
 %


Insurance, professional fees and other expenses

The increase consisted of:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
increase
 
increase
Insurance, professional fees, and other
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Audit and tax fees
$
2,000

 
(1.0
)%
 
$
(74,000
)
 
35.1
 %
Insurance premiums
142,000

 
(72.8
)%
 
294,000

 
(139.3
)%
Software implementation fees
(160,000
)
 
82.1
 %
 
(160,000
)
 
75.8
 %
Board of directors fees
85,000

 
(43.6
)%
 
85,000

 
(40.3
)%
Legal and other professional fees
(264,000
)
 
135.3
 %
 
(356,000
)
 
168.7
 %
 
 
 
 
 
 
 
 
Total
$
(195,000
)
 
100.0
 %
 
$
(211,000
)
 
100.0
 %


58


Contingent asset management and general and administrative expense fees

The Manager may, in its discretion, forfeit some or all of the asset management, property management, or general and administrative fees for properties owned by the Company. The forfeited fees are converted at the time of forfeiture into contingent fees, which are earned by the Manger only in the event of a sales transaction, and whereby the Company’s capital contributions for the property being sold exceed a 7% annual rate of return.  The Company will recognize in future periods to the extent, if any, it determines that the sales transaction is probable, and that the estimated net sale proceeds would exceed the annual rate of return hurdle.

On May 25, 2017,we closed on the sale of our Enclave at Vista Ridge multifamily community to an unrelated third party. At such date, the Manager collected a cumulative total of approximately $387,000 of contingent fees. The sales transaction, and the fact that the Company’s capital contributions for the Enclave at Vista Ridge property achieved a greater than 7% annual rate of return, triggered the fees to become immediately due and payable to the Manager at the closing of the sale transaction.

Interest expense

The increases consisted of:
 
Three months ended June 30,
 
Six months ended June 30,
 
2017 versus 2016
 
2017 versus 2016
 
increase
 
increase
Interest expense
Amount (rounded to 000s):
 
Percent of increase
 
Amount (rounded to 000s):
 
Percent of increase
Multifamily communities:
 
 
 
 
 
 
 
Acquired during 2017
$
1,177,000

 
17.2
 %
 
$
1,234,000

 
9.5
 %
Acquired during 2016
1,403,000

 
20.4
 %
 
2,973,000

 
22.9
 %
Acquired during 2011-2015
80,000

 
1.2
 %
 
55,000

 
0.5
 %
Properties sold
(797,000
)
 
(11.7
)%
 
(1,376,000
)
 
(10.6
)%
Student housing properties
719,000

 
10.5
 %
 
1,076,000

 
8.3
 %
Office buildings
1,677,000

 
24.5
 %
 
3,354,000

 
25.9
 %
New Market Properties
1,864,000

 
27.3
 %
 
3,867,000

 
29.9
 %
Revolving line of credit and term notes
715,000

 
10.6
 %
 
1,769,000

 
13.6
 %
 
 
 
 
 
 
 
 
Total
$
6,838,000

 
100.0
 %
 
$
12,952,000

 
100.0
 %

Definitions of Non-GAAP Measures

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

Analysts, managers and investors make certain adjustments to reported net income amounts under U.S. GAAP in order to better assess these vehicles’ operating results. 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.

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. The Company believes FFO is useful to investors as a supplemental gauge of our operating results. FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.

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

Core FFO makes certain adjustments to FFO, which are either not likely to occur on a regular basis or are otherwise not

59


representative of the Company’s ongoing operating performance. For example, the Company incurs substantial costs related to property acquisitions, which, prior to 2017, were required to be recognized as expenses when they were incurred. The Company added back any such acquisition and pursuit costs, including costs incurred in connection with obtaining short term debt financing for acquisitions and beginning January 1, 2016, amortization of loan coordination fees to FFO in its calculation of Core FFO since such costs are not representative of our operating results. The Company also adds back any costs incurred related to the extension of our management agreement in June 2016 with our Manager, contingent fees paid to our Manager at the time of a property's sale, realized losses on debt extinguishment or refinancing and any non-cash dividends in this calculation. Core FFO figures reported by us may not be comparable to those Core FFO figures reported by other companies.

We utilize Core FFO as a measure of the operating performance of our portfolio of real estate assets. We believe Core FFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other real estate companies that are not as involved in ongoing acquisition activities. Core 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 Core 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:

Core FFO, plus:
• non-cash equity compensation to directors and executives;
• amortization of loan closing costs, excluding costs incurred in connection with obtaining short term financing related to acquisitions;
• depreciation and amortization of non-real estate assets;
• net loan fees received;
• accrued interest income received; and
• amortization of lease inducements;

Less:
• non-cash loan interest income;
• cash paid for pursuit costs on abandoned acquisitions;
• 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 is 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, Core FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.






60


Reconciliation of FFO, Core FFO, and AFFO
to Net Income (Loss) Attributable to Common Stockholders (A)
 
 
 
 
 
Three months ended June 30,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders (See note 1)
$
(12,033,495
)
 
$
(9,239,588
)
 
 
 
 
 
 
 
 
Less:
Gain on sale of real estate
 
(6,914,949
)
 
(4,271,506
)
Add:
Loss attributable to non-controlling interests (See note 2)
96,823

 
7,961

 
Depreciation of real estate assets
 
20,616,264

 
12,639,224

 
Amortization of acquired real estate intangible assets and deferred leasing costs
7,670,002

 
5,194,303

 
 
 
 
 
 
 
 
FFO
9,434,645

 
4,330,394

 
 
 
 
 
 
 
 
Add:
Acquisition and pursuit costs
 
 
5,000

 
2,764,742

 
Loan cost amortization on acquisition term note (See note 3)
43,231

 
32,974

 
Amortization of loan coordination fees paid to the Manager (See note 4)
415,892

 
155,683

 
Mortgage loan refinancing and extinguishment costs (See note 5)
1,058,055

 

 
Costs incurred from extension of management agreement with advisor (See note 6)

 
309,774

 
Contingent fees paid on sale of real estate (See note 7)
386,570

 

 
 
 
 
 
 
 
 
Core FFO
11,343,393

 
7,593,567

 
 
 
 
 
 
 
 
Add:
Non-cash equity compensation to directors and executives
871,153

 
618,867

 
Amortization of loan closing costs (See note 8)
 
1,053,448

 
513,455

 
Depreciation/amortization of non-real estate assets
 
170,735

 
136,448

 
Net loan fees received (See note 9)
 
417,444

 
422,857

 
Accrued interest income received (See note 10)
 
2,794,776

 
2,667,051

 
Amortization of lease inducements (See note 11)
 
92,471

 

Less:
Non-cash loan interest income (See note 9)
 
(4,349,044
)
 
(3,268,168
)
 
Cash paid for loan closing costs

 
(9,042
)
 
Amortization of acquired above and below market lease intangibles

 
 
 
 
and straight-line rental revenues (See note 12)
(1,739,642
)
 
(577,437
)
 
Amortization of deferred revenues (See note 13)
 
(169,890
)
 

 
Normally recurring capital expenditures and leasing costs (See note 14)
(971,595
)
 
(698,527
)
 
 
 
 
 
 
 
 
AFFO
$
9,513,249

 
$
7,399,071

 
 
 
 
 
 
 
 
Common Stock dividends and distributions to Unitholders declared:
 
 
 
 
Common Stock dividends
 
 
$
7,539,376

 
$
4,772,587

 
Distributions to Unitholders (See note 2)
 
211,781

 
179,449

 
Total
 
 
 
$
7,751,157

 
$
4,952,036

 
 
 
 
 
 
 
 
Common Stock dividends and Unitholder distributions per share
 
$
0.235

 
$
0.2025

 
 
 
 
 
 
 
 
FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.31

 
$
0.18

Core FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.37

 
$
0.31

AFFO per weighted average basic share of Common Stock and Unit outstanding
$
0.31

 
$
0.31

 
 
 
 
Weighted average shares of Common Stock and Units outstanding: (A)
 
 
 
 
Basic:
 
 
 
29,893,736

 
23,325,663

 
Common Stock
 
 
902,415

 
886,346

 
Class A Units
 
 
 
30,796,151

 
24,212,009

 
Common Stock and Class A Units
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Common Stock and Class A Units (B)
 
32,626,680

 
25,461,338

 
 
 
 
 
 
 
 
Actual shares of Common Stock outstanding, including 24,408 and 30,990 unvested shares
 
 
 
 of restricted Common Stock at June 30, 2017 and 2016, respectively
32,444,799

 
23,723,168

Actual Class A Units outstanding
 
 
901,195

 
886,168

 
Total
 
 
 
33,345,994

 
24,609,336

 
 
 
 
 
 
 
 
(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 2.93% weighted average non-controlling interest in the Operating Partnership for the three-month period ended June 30, 2017.
(B) Since our Core 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.
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Loss Attributable to Common Stockholders on page 63.


61


Reconciliation of FFO, Core FFO, and AFFO
to Net Income (Loss) Attributable to Common Stockholders (A)
 
 
 
 
 
 
Six months ended June 30,
 
 
 
 
 
2017
 
2016
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders (See note 1)
$
2,641,167

 
$
(20,423,703
)
 
 
 
 
 
 
 
 
Less:
Gain on sale of real estate
 
(37,639,009
)
 
(4,271,506
)
Add:
Income (loss) attributable to non-controlling interests (See note 2)
1,095,889

 
(80,600
)
 
Depreciation of real estate assets
 
38,747,800

 
23,722,849

 
Amortization of acquired real estate intangible assets and deferred leasing costs
14,201,962

 
9,333,053

 
 
 
 
 
 
 
 
FFO
19,047,809

 
8,280,093

 
 
 
 
 
 
 
 
Add:
Acquisition and pursuit costs
 
 
14,002

 
5,528,327

 
Loan cost amortization on acquisition term note (See note 3)
70,168

 
112,807

 
Amortization of loan coordination fees paid to the Manager (See note 4)
771,441

 
263,527

 
Mortgage loan refinancing and extinguishment costs (See note 5)
1,058,055

 

 
Costs incurred from extension of management agreement with advisor (See note 6)

 
421,387

 
Contingent fees paid on sale of real estate (See note 7)
386,570

 

 
 
 
 
 
 
 
 
Core FFO
21,348,045

 
14,606,141

 
 
 
 
 
 
 
 
Add:
Non-cash equity compensation to directors and executives
1,744,255

 
1,229,292

 
Amortization of loan closing costs (See note 8)
 
1,851,146

 
1,016,985

 
Depreciation/amortization of non-real estate assets
 
333,428

 
260,799

 
Net loan fees received (See note 9)
 
417,444

 
1,124,226

 
Accrued interest income received (See note 10)
 
5,318,808

 
6,875,957

 
Amortization of lease inducements (See note 11)
 
92,471

 

Less:
Non-cash loan interest income (See note 9)
 
(8,647,546
)
 
(6,507,078
)
 
Cash paid for loan closing costs

 
(13,276
)
 
Amortization of acquired above and below market lease intangibles

 
 
 
 
and straight-line rental revenues (See note 12)
(3,556,272
)
 
(1,071,669
)
 
Amortization of deferred revenues (See note 13)
 
(169,890
)
 

 
Normally recurring capital expenditures and leasing costs (See note 14)
(1,817,511
)
 
(1,186,439
)
 
 
 
 
 
 
 
 
AFFO
$
16,914,378

 
$
16,334,938

 
 
 
 
 
 
 
 
Common Stock dividends and distributions to Unitholders declared:
 
 
 
 
Common Stock dividends
 
 
$
13,510,034

 
$
9,208,076

 
Distributions to Unitholders (See note 2)
 
410,523

 
296,844

 
Total
 
 
 
$
13,920,557

 
$
9,504,920

 
 
 
 
 
 
 
 
Common Stock dividends and Unitholder distributions per share
 
$
0.455

 
$
0.395

 
 
 
 
 
 
 
 
FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.65

 
$
0.35

Core FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.73

 
$
0.61

AFFO per weighted average basic share of Common Stock and Unit outstanding
$
0.58

 
$
0.68

 
 
 
 
Weighted average shares of Common Stock and Units outstanding: (A)
 
 
 
 
Basic:
 
 
 
28,423,171

 
23,154,702

 
Common Stock
 
 
914,130

 
751,489

 
Class A Units
 
 
 
29,337,301

 
23,906,191

 
Common Stock and Class A Units
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Common Stock and Class A Units (B)
 
30,855,196

 
24,916,652

 
 
 
 
 
 
 
 
Actual shares of Common Stock outstanding, including 24,408 and 30,990 unvested shares
 
 
 
 of restricted Common Stock at June 30, 2017 and 2016, respectively
32,444,799

 
23,723,168

Actual Class A Units outstanding
 
 
901,195

 
886,168

 
Total
 
 
 
33,345,994

 
24,609,336

(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 3.12% weighted average non-controlling interest in the Operating Partnership for the six-month period ended June 30, 2017.
(B) Since our Core 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.
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Loss Attributable to Common Stockholders on page 63.


62


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

1)
Rental and other property revenues and expenses for the three-month and six-month periods ended June 30, 2017 include activity for the multifamily community and two grocery-anchored shopping centers acquired during the second quarter 2017 only from their respective dates of acquisition. In addition, the second quarter 2017 period includes a full quarter of activity for the five multifamily communities, nine grocery-anchored shopping centers, one student housing property and three office buildings acquired during the last two quarters of 2016 and first quarter of 2017. Rental and other property revenues and expenses for the three-month period ended June 30, 2016 include activity for the multifamily community, student housing property and seven grocery-anchored shopping centers only from their respective dates of acquisition during the second quarter 2016.

2)
Non-controlling interests in our Operating Partnership consisted of a total of 901,195 Class A Units as of June 30, 2017. 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 2.93% and 3.66% for the three-month periods ended June 30, 2017 and 2016, respectively.

3)
We incurred loan closing costs for the acquisition of the Village at Baldwin Park multifamily community during the first quarter 2016, which were funded by our $35 million acquisition term loan facility, or 2016 Term Loan, and on our $11 million term note, which we used to finance the acquisition of our Anderson Central grocery-anchored shopping center. These costs were deferred and are being amortized over the lives of the two instruments. The amortization expense of these deferred costs is an additive adjustment in the calculation of Core FFO.

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 replace acquisition fees and to more accurately reflect the administrative effort involved in arranging debt financing for acquired properties. The portion of the loan coordination fees attributable to the financing are amortized over the lives of the respective mortgage loans, and this non-cash amortization expense is an addition to FFO in the calculation of Core FFO. At June 30, 2017, aggregate unamortized loan coordination fees were approximately $10.7 million, which will be amortized over a weighted average remaining loan life of approximately 11.0 years.

5)
The adjustment consists of a loan prepayment penalty and other charges related to the refinancing of our Stone Creek multifamily community which totaled $888,428 and for the refinancing of our 525 Avalon multifamily community of $169,627.

6)
We incurred legal costs pertaining to the extension of our management agreement with our Manager. The three-year extension was effective as of June 3, 2016.

7)
On May 25, 2017,we closed on the sale of our Enclave at Vista Ridge multifamily community to an unrelated third party.  At such date, the Manager collected a cumulative total of approximately $387,000 of contingent fees.  The sales transaction, and the fact that the Company’s capital contributions for the Enclave at Vista Ridge property achieved a greater than 7% annual rate of return, triggered the fees to become immediately due and payable to the Manager at the closing of the sale transaction.  The recognition of these fees are added to FFO in the calculation of Core FFO as they are not likely to occur on a regular basis.

8)
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 $150 million syndicated revolving line of credit with KeyBank National Association, or our Revolving Line of Credit. 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 Core 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 June 30, 2017, aggregate unamortized loan costs were approximately $15.8 million, which will be amortized over a weighted average remaining loan life of approximately 7.7 years.

9)
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. We also accrue over the lives of certain loans 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 to a third party.

10)
The Company records deferred interest revenue over the lives of certain of its real estate loans. This adjustment reflects the receipt during the periods presented of interest income which was earned and accrued prior to those periods presented on various real estate loans.

11)
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.


63


12)
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 the Company’s 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 June 30, 2017, the balance of unamortized below-market lease intangibles was approximately $29.1 million, which will be recognized over a weighted average remaining lease period of approximately 9.4 years.

13)
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.
        
14)
We deduct from Core FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures, which totaled $3,836,457 and $1,525,336 for the three-month periods ended June 30, 2017 and 2016, respectively and $6,146,260 and $3,119,183 for the six-month periods ended June 30, 2017 and 2016, respectively. This adjustment also deducts from Core FFO capitalized amounts for third party costs during the period to originate or renew leases in our grocery-anchored shopping centers and office buildings.

Liquidity and Capital Resources

Short-Term Liquidity

We believe our principal short-term liquidity needs are to fund:

operating expenses directly related to our portfolio of multifamily communities, grocery-anchored shopping centers and office buildings (including regular maintenance items);
capital expenditures incurred to lease our multifamily communities, grocery-anchored shopping centers and office buildings;
interest expense on our outstanding property level debt;
amounts due on our Credit Facility;
distributions that we pay to our preferred stockholders, common stockholders, and unitholders;
cash redemptions that we may pay to our preferred stockholders, and
committed investments.

We have a credit facility, or Credit Facility, with KeyBank National Association, or KeyBank, which defines a syndicated revolving line of credit, or Revolving Line of Credit, which is used to fund investments, capital expenditures, dividends (with consent of KeyBank), working capital and other general corporate purposes on an as needed basis. The maximum borrowing capacity on the Revolving Line of Credit is $150.0 million pursuant to the Fourth Amended and Restated Credit Agreement, as amended effective December 27, 2016, or the Amended and Restated Credit Agreement. The Revolving Line of Credit accrues interest at a variable rate of one month LIBOR plus 3.25% per annum and matures on August 5, 2019, with an option to extend the maturity date to August 5, 2020, subject to certain conditions described therein. At June 30, 2017, we had a balance owed of $38.5 million under the Revolving Line of Credit. Interest expense on the Revolving Line of Credit was approximately $2.3 million (excluding deferred loan cost amortization of approximately $328,000) and the weighted average interest rate was 4.42% for the six-month period ended June 30, 2017.
On May 26, 2016, the Company entered into a $11.0 million interim term loan with KeyBank, or the Interim Term Loan, to partially finance the acquisition of Anderson Central, a grocery-anchored shopping center located in Anderson, South Carolina. The Interim Term Loan accrues interest at a rate of LIBOR plus 2.5% per annum and the maturity date was extended to August 23, 2017 during the second quarter.

The Amended and Restated Credit Agreement contains certain affirmative and negative covenants including negative covenants that limit or restrict secured and unsecured indebtedness, mergers and fundamental changes, investments and acquisitions, liens and encumbrances, dividends, transactions with affiliates, burdensome agreements, changes in fiscal year and other matters customarily restricted in such agreements. The material financial covenants include minimum net worth and debt service coverage ratios and maximum leverage and dividend payout ratios. As of June 30, 2017, we were in compliance with all covenants related to the Fourth Amended and Restated Credit Agreement. Our results with respect to such compliance are presented in Note 9 to the Company's Consolidated Financial Statements.

On February 28, 2017, we entered into a revolving acquisition credit agreement, or Acquisition Credit Agreement, with KeyBank to obtain an acquisition revolving credit facility, or Acquisition Facility, with a maximum borrowing capacity of $200 million. The sole purpose of the Acquisition Credit Agreement is to finance our acquisitions of multifamily communities and student housing communities prior to obtaining permanent conventional mortgage financing on the acquired assets. The maximum borrowing capacity on the Acquisition Facility may be increased at our request up to $300 million at any time prior to March 1,

64


2021. The Acquisition Facility accrues interest at a variable rate of one month LIBOR plus a margin of between 1.75% per annum and 2.20% per annum, depending on the type of assets acquired and the resulting property debt service coverage ratio. The Acquisition Facility has a maturity date of March 1, 2022 and has two one-year extension options, subject to certain conditions described therein.

Our net cash provided by operating activities for the six-month periods ended June 30, 2017 and 2016 was approximately $42.3 million and $32.9 million, respectively. The increase in net cash provided by operating activities was primarily due to the incremental cash generated by property income provided by the real estate assets acquired subsequent to June 30, 2016 and an increase in cash collections of interest income from our larger portfolio of real estate loans and notes.

The majority of our revenue is derived from residents and tenants under existing leases at our multifamily communities, grocery-anchored shopping centers and office buildings. Therefore, our operating cash flow is principally dependent on: (1) the number of multifamily communities, student housing properties, grocery-anchored shopping centers and office buildings in our portfolio; (2) rental rates; (3) occupancy rates; (4) operating expenses associated with these properties; and (5) the ability of our residents and tenants to make their rental payments. We believe we are well positioned to take advantage of the recent improvements in real estate fundamentals, such as higher occupancy rates, positive new and renewal rates over expiring leases, a declining home ownership rate and a decline in turnover, which we believe are all positive developments in the real estate industry.

We also earn interest revenue from the issuance of real estate-related loans and may receive fees at the inception of these loans for committing and originating them. Interest revenue we receive on these loans is influenced by (1) market interest rates on similar loans; (2) the availability of credit from alternative financing sources; (3) the desire of borrowers to finance new real estate projects; and (4) unique characteristics attached to these loans, such as exclusive purchase options.

Our net cash used in investing activities was approximately $137.8 million and $463.1 million for the six-month periods ended June 30, 2017 and 2016, respectively. Disbursements for property acquisitions were approximately $404.2 million during the 2016 period and approximately $192.0 million during the 2017 period. Proceeds from our sale of Ashford Park, Sandstone Creek and Enclave at Vista Ridge during 2017 totaled approximately $118.2 million. Disbursements for real estate loans, net of repayments, were approximately $47.9 million during the 2016 period and approximately $60.5 million during the 2017 period.

Cash used in investing activities is primarily driven by acquisitions and dispositions of multifamily properties and retail shopping centers and acquisitions and maturities or other dispositions of real estate loans and other real estate and real estate-related assets, and secondarily by capital expenditures related to our owned properties. We will seek to acquire more multifamily communities and retail shopping centers at costs that we expect will be accretive to our financial results. Capital expenditures may be nonrecurring and discretionary, as part of a strategic plan intended to increase a property’s value and corresponding revenue-generating power, 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 or tenants 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 operational cash flows for funding.
    
For the six-month period ended June 30, 2017, our capital expenditures, not including changes in related payables were:
 
Nonrecurring/first generation capital expenditures
 
Recurring / second generation capital expenditures
 
 
 
Budgeted at acquisition
 
Other
 
Total
 
 
Total
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
 
 


 
 
 


Summit Crossing
$

 
$
23,975

 
$
23,975

 
$
67,529

 
$
91,504

Stone Rise

 

 

 
20,616

 
20,616

Ashford Park

 
19,800

 
19,800

 
11,208

 
31,008

McNeil Ranch

 
24,402

 
24,402

 
48,451

 
72,853

Lake Cameron

 
43,197

 
43,197

 
96,542

 
139,739

Stoneridge Farms at the Hunt Club

 
249,086

 
249,086

 
76,181

 
325,267

Vineyards

 
18,547

 
18,547

 
107,144

 
125,691

Enclave

 
29,770

 
29,770

 
73,011

 
102,781

Sandstone

 

 

 
5,938

 
5,938

Cypress

 
11,313

 
11,313

 
33,449

 
44,762

Northpointe

 
12,146

 
12,146

 
58,231

 
70,377


65


Lakewood Ranch

 

 

 
39,444

 
39,444

Continued from previous page
Nonrecurring/first generation capital expenditures
 
Recurring / second generation capital expenditures
 
 
 
Budgeted at acquisition
 
Other
 
Total
 
 
Total
Aster at Lely
147,205

 
4,100

 
151,305

 
27,770

 
179,075

CityPark View

 
29,080

 
29,080

 
2,688

 
31,768

Avenues at Creekside

 
30,086

 
30,086

 
48,827

 
78,913

Citilakes

 
9,491

 
9,491

 
50,002

 
59,493

Stone Creek

 
2,974

 
2,974

 
43,096

 
46,070

Lenox Portfolio
235,137

 
77,790

 
312,927

 
58,075

 
371,002

Village at Baldwin Park
1,268,820

 
9,554

 
1,278,374

 
79,290

 
1,357,664

Crosstown Walk

 
22,334

 
22,334

 
44,236

 
66,570

Overton Rise
10,568

 
12,317

 
22,885

 
24,217

 
47,102

525 Avalon Park
126,129

 

 
126,129

 
100,076

 
226,205

City Vista
15,109

 
9,634

 
24,743

 
7,887

 
32,630

Sorrel
133,572

 
233,113

 
366,685

 
14,845

 
381,530

Citrus Village

 
21,985

 
21,985

 
23,164

 
45,149

Retreat at Greystone
7,489

 
10,500

 
17,989

 
7,687

 
25,676

Founders Village
13,548

 

 
13,548

 
3,664

 
17,212

Claiborne Crossing
23,160

 

 
23,160

 
1,183

 
24,343

 
 
 
 
 
 
 
 
 
 
 
1,980,737

 
905,194

 
2,885,931

 
1,174,451

 
4,060,382

 
 
 
 
 
 
 
 
 
 
Grocery-anchored shopping centers:
 
 
 
 
 
 
 
 
 
Woodstock Crossing

 
3,645

 
3,645

 
627

 
4,272

Parkway Town Centre

 
106,782

 
106,782

 

 
106,782

Spring Hill Plaza

 

 

 
22,039

 
22,039

Barclay Crossing

 

 

 
4,855

 
4,855

Deltona Landings

 
15,478

 
15,478

 

 
15,478

Parkway Centre

 

 

 
2,840

 
2,840

Sweetgrass Corner

 

 

 
122,197

 
122,197

Salem Cove

 

 

 
58,052

 
58,052

Independence Square

 
17,469

 
17,469

 
23,561

 
41,030

Royal Lakes Marketplace

 

 

 
6,950

 
6,950

Summit Point

 
3,346

 
3,346

 

 
3,346

The Overlook at Hamilton Place

 
133,132

 
133,132

 
76,290

 
209,422

Wade Green Village

 
19,705

 
19,705

 
12,034

 
31,739

Anderson Central

 
1,880

 
1,880

 
6,264

 
8,144

East Gate Shopping Center

 
4,190

 
4,190

 
6,620

 
10,810

Fairview Market

 
9,290

 
9,290

 
36,410

 
45,700

Fury's Ferry

 
50,627

 
50,627

 
26,397

 
77,024

Rosewood Shopping Center

 

 

 
1,990

 
1,990

The Market at Victory Village

 
76,332

 
76,332

 
2,800

 
79,132

Lakeland Plaza

 
51,470

 
51,470

 
55,914

 
107,384

Cherokee Plaza

 
24,916

 
24,916

 
14,327

 
39,243

Heritage Station

 
51,027

 
51,027

 

 
51,027

Oak Park Village

 
1,937

 
1,937

 
11,737

 
13,674

Sandy Plains Exchange

 
3,135

 
3,135

 
2,196

 
5,331

University Palms

 
5,206

 
5,206

 
6,554

 
11,760

Thompson Bridge Commons

 

 

 
4,190

 
4,190

Shoppes of Parkland

 
66,360

 
66,360

 
18,173

 
84,533

Champions Village
547,248

 
170,017

 
717,265

 
27,978

 
745,243

 
 
 
 
 
 
 
 
 
 
 
547,248

 
815,944

 
1,363,192

 
550,995

 
1,914,187

Student Housing:
 
 
 
 
 
 
 
 
 
North by Northwest
308,956

 
121,919

 
430,875

 
22,783

 
453,658

Regents on University

 
39,390

 
39,390

 
6,983

 
46,373

 
 
 
 
 
 
 
 
 
 
 
308,956

 
161,309

 
470,265

 
29,766

 
500,031

 
 
 
 
 
 
 
 
 
 
Office Buildings:
 
 
 
 
 
 
 
 
 
Brookwood Center
10,825

 
26,508

 
37,333

 

 
37,333

Galleria 75

 
5,834

 
5,834

 
62,299

 
68,133

Three Ravinia
1,091,243

 
292,462

 
1,383,705

 

 
1,383,705

 
 
 
 
 
 
 
 
 
 
 
1,102,068

 
324,804

 
1,426,872

 
62,299

 
1,489,171

 
 
 
 
 
 
 
 
 
 
Total
$
3,939,009

 
$
2,207,251

 
$
6,146,260

 
$
1,817,511

 
$
7,963,771


66


    
For the six-month period ended June 30, 2016, our capital expenditures not including changes in related payables were:
 
Nonrecurring capital expenditures
 
Recurring capital expenditures
 
 
 
Budgeted at acquisition
 
Other
 
Total
 
 
Total
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
 
 


 
 
 


Summit Crossing
$

 
$
115,385

 
$
115,385

 
$
57,089

 
$
172,474

Trail Creek

 
23,908

 
23,908

 
44,386

 
68,294

Stone Rise
 
 
47,853

 
47,853

 
42,640

 
90,493

Ashford Park

 
152,117

 
152,117

 
94,149

 
246,266

McNeil Ranch

 
12,326

 
12,326

 
31,597

 
43,923

Lake Cameron

 
73,046

 
73,046

 
52,733

 
125,779

Stoneridge Farms at the Hunt Club
75,104

 
38,042

 
113,146

 
80,025

 
193,171

Vineyards
45,222

 
57,118

 
102,340

 
71,729

 
174,069

Enclave
159,576

 
18,320

 
177,896

 
61,740

 
239,636

Sandstone
89,857

 
47,470

 
137,327

 
91,591

 
228,918

Cypress
77,666

 
7,500

 
85,166

 
18,574

 
103,740

Northpointe
25,121

 
39,666

 
64,787

 
21,880

 
86,667

Lakewood Ranch
94,869

 
4,982

 
99,851

 
9,914

 
109,765

Aster at Lely

 
14,642

 
14,642

 
27,044

 
41,686

CityPark View

 

 

 
4,773

 
4,773

Avenues at Creekside
92,916

 
7,373

 
100,289

 
74,092

 
174,381

Citilakes
105,237

 
14,922

 
120,159

 
15,602

 
135,761

Stone Creek
118,923

 
3,675

 
122,598

 
25,658

 
148,256

Lenox Portfolio
28,246

 

 
28,246

 
54,059

 
82,305

Village at Baldwin
447,046

 
3,649

 
450,695

 
106,410

 
557,105

Crosstown Walk

 

 

 
19,381

 
19,381

Overton Rise
45,540

 

 
45,540

 
12,224

 
57,764

Avalon Park
10,500

 

 
10,500

 
10,948

 
21,448

 
 
 
 
 
 
 
 
 
 
 
1,415,823

 
681,994

 
2,097,817

 
1,028,238

 
3,126,055

Grocery-anchored shopping centers:
 
 
 
 
 
 
 
 
 
Woodstock

 
6,450

 
6,450

 
185

 
6,635

Parkway Town Centre

 

 

 
19,166

 
19,166

Barclay Crossing
198,123

 

 
198,123

 
5,156

 
203,279

Deltona Landings

 
 
 

 
3,884

 
3,884

Kingwood Glen

 
40,977

 
40,977

 
8,820

 
49,797

Parkway Centre

 
25,032

 
25,032

 
31,696

 
56,728

Powder Springs

 

 

 
42,871

 
42,871

Sweetgrass Corner

 

 

 
1,256

 
1,256

Salem Cove

 

 

 
4,574

 
4,574

Independence Square
739,904

 
 
 
739,904

 
7,347

 
747,251

Royal Lakes

 

 

 
8,012

 
8,012

Summit Point

 
10,883

 
10,883

 

 
10,883

Wade Green Village

 

 

 
6,864

 
6,864

East Gate Shopping Center

 

 

 
2,336

 
2,336

Fairview Market

 

 

 
2,800

 
2,800

Fury's Ferry

 

 

 
13,225

 
13,225

 
 
 
 
 
 
 
 
 
 
 
938,027

 
83,342

 
1,021,369

 
158,192

 
1,179,561

 
 
 
 
 
 
 
 
 
 
Total
$
2,353,850

 
$
765,336

 
$
3,119,186

 
$
1,186,430

 
$
4,305,616


Net cash provided by financing activities was approximately $96.2 million and $433.5 million for the six-month periods ended June 30, 2017, and 2016, respectively. During the 2017 period, our significant financing cash sources were approximately $156.3 million of net proceeds from the mortgage financing transactions and approximately $128.7 million of net proceeds from our offerings of our Preferred Stock units. Our significant uses of cash for financing activities during the 2017 period were $116.1 million for repayments of mortgage loan indebtedness and $89.0 million of net repayments on our revolving line of credit. During the 2016 period, our significant financing cash sources were approximately $249.8 million of net proceeds from the mortgage financing transactions and approximately $180.4 million of net proceeds from our Follow-On Series A Offering.

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Distributions

In order to maintain our status as a REIT for U.S. federal income tax purposes, we must comply with a number of organizational and operating requirements, including a requirement to distribute 90% of our annual REIT taxable income (which does not equal net income as calculated in accordance with GAAP and determined without regard for the deduction for dividends paid and excluding net capital gains) to our stockholders. As a REIT, we generally will not be subject to federal income taxes on the taxable income we distribute to our stockholders. Generally, our objective is to meet our short-term liquidity requirement of funding the payment of our quarterly Common Stock dividends, as well as monthly dividends to holders of our Series A Redeemable Preferred Stock and our mShares, through net cash generated from operating results.

Our board of directors reviews the Series A Redeemable Preferred Stock and our mShares dividends monthly to determine whether we have funds legally available for payment of such dividends in cash, and there can be no assurance that the Series A Redeemable Preferred Stock and our mShares dividends will consistently be paid in cash. Dividends may be paid as a combination of cash and stock in order to satisfy the annual distribution requirements applicable to REITs. We expect the aggregate dollar amount of monthly Series A Redeemable Preferred Stock and our mShares dividend payments to increase at a rate that approximates the rate at which we issue new Units from our $1.5 Billion Unit Offering and our mShares Offering.

Our second quarter 2017 Common Stock dividend declaration of $0.235 per share represented an overall increase of 88.0% from our initial Common Stock dividend per share of $0.125 following our IPO, or an annualized dividend growth rate of approximately 14.8% over the same period. Our board of directors reviews the proposed Common Stock dividend declarations quarterly, and there can be no assurance that the current dividend level will be maintained.

We believe that our short-term liquidity needs are and will continue to be adequately funded.

For the six-month period ended June 30, 2017, our aggregate dividends and distributions paid totaled approximately $41.1 million. Our cash flows from operating activities of approximately $42.3 million were sufficient to fund our cash dividend distributions for the six-month period ended June 30, 2017. We expect our cash flow from operations over time to be sufficient to fund our quarterly Common Stock dividends, Class A Unit distributions and our monthly Series A Redeemable Preferred Stock and mShares dividends.
 
Long-Term Liquidity Needs

We believe our principal long-term liquidity needs are to fund:

the principal amount of our long-term debt as it becomes due or matures;
capital expenditures needed for our multifamily communities and retail shopping centers;
costs associated with current and future capital raising activities;
costs to acquire additional multifamily communities, retail assets or other real estate and enter into new and fund existing lending opportunities; and
our minimum distributions necessary to maintain our REIT status.

We intend to finance our future investments with the net proceeds from additional issuances of our securities, including our $1.5 Billion Unit Offering, our mShares Offering (both as defined below), Common Stock, and units of limited partnership interest in our Operating Partnership, and/or borrowings. The success of our acquisition strategy may depend, in part, on our ability to access further capital through issuances of additional securities, especially our $1.5 Billion Unit Offering, details of which are described below. If we are unsuccessful in raising additional funds, we may not be able to obtain any assets in addition to those we have acquired.

On October 11, 2013, the SEC declared effective our registration statement on Form S-3 (File No. 333-183355) for our offering of up to 900,000 Units, with each Unit consisting of one share of our Series A Redeemable Preferred Stock, stated value $1,000 per share and one Warrant to purchase 20 shares of our Common Stock, to be offered from time to time on a “reasonable best efforts” basis. This offering is referred to as the Follow-On Series A Offering. We commenced sales for the Follow-On Series A Offering on January 1, 2014. As of February 14, 2017, we had issued all 900,000 Units from and terminated our Follow-On Series A Offering.

On February 14, 2017, the SEC declared effective out registration statement on Form S-3 (Registration No. 333-211924) for our offering for up to 1,500,000 Units, with each Unit consisting of one share of Series A Redeemable Preferred Stock and one

68


Warrant to purchase up to 20 shares of Common Stock, referred to as our $1.5 Billion Unit Offering. The price per Unit is $1,000, subject to adjustment if a participating broker-dealer reduces its commission. We intend to invest substantially all the net proceeds of the $1.5 Billion Unit Offering in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes.

Aggregate offering expenses, including selling commissions and dealer manager fees, will be capped at 11.5% of the aggregate gross proceeds of the $1.5 Billion Unit Offering, of which we will reimburse our Manager up to 1.5% of the gross proceeds of these offerings for all organization and offering expenses incurred, excluding selling commissions and dealer manager fees; however, upon approval by the conflicts committee of our board of directors, we may reimburse our Manager for any such expenses incurred above the 1.5% amount as permitted by the Financial Industry Regulatory Authority.

On December 2, 2016, the SEC declared effective our registration statement on Form S-3 (Registration No. 333-214531), for our offering of up to 500,000 shares of Series M Redeemable Preferred Stock, or mShares, par value $0.01 per share, or the mShares Offering. The price per mShare is $1,000.  We intend to invest substantially all the net proceeds of the mShares Offering in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes. 
        
On May 12, 2017, we sold 2,750,000 shares of our Common Stock at a public offering price of $15.25 per share pursuant to an underwritten public offering. On May 30, 2017, we sold an additional 412,500 shares of Common Stock at $15.25 per share pursuant to the exercise in full of an option received in connection with the public offering. The combined gross proceeds of the two sales was approximately $48.2 million before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company has filed a prospectus to issue and sell up to $150 million of Common Stock from time to time in an "at the market" offering, or the 2016 ATM Offering, through the sales agents identified in the prospectus. The Company intends to use any proceeds from the 2016 ATM Offering (a) to repay outstanding amounts under our Credit Facility and (b) for other general corporate purposes, which includes making investments in accordance with the Company's investment objectives. Through June 30, 2017, we issued and sold approximately 733,038 shares of our Common Stock for gross proceeds of approximately $10.2 million via our 2016 ATM Offering.

Our ability to raise funds through the issuance of our securities is dependent on, among other things, general market conditions for REITs, market perceptions about us, and the current trading price of our Common Stock. We will continue to analyze which source of capital is most advantageous to us at any particular point in time, but the equity and credit markets may not consistently be available on terms that are attractive to us or at all.

The sources to fulfill our long-term liquidity in the future may include borrowings from a number of sources, including repurchase agreements, securitizations, resecuritizations, warehouse facilities and credit facilities (including term loans and revolving facilities), in addition to our Revolving Credit Facility. We have utilized, and we intend to continue to utilize, leverage in making our investments in multifamily communities and retail shopping centers. The number of different multifamily communities, retail shopping centers and other investments we will acquire will be affected by numerous factors, including the amount of funds available to us. By operating on a leveraged basis, we will have more funds available for our investments. This will allow us to make more investments than would otherwise be possible, resulting in a larger and more diversified portfolio.

We intend to target leverage levels (secured and unsecured) between 50% and 65% of the fair market value of our tangible assets (including our real estate assets, real estate loans, notes receivable, accounts receivable and cash and cash equivalents) on a portfolio basis. As of June 30, 2017, our outstanding debt (both secured and unsecured) was approximately 52.1% of the value of our tangible assets on a portfolio basis based on our estimates of fair market value at June 30, 2017. Neither our charter nor our by-laws contain any limitation on the amount of leverage we may use. Our investment guidelines, which can be amended by our board without stockholder approval, limit our borrowings (secured and unsecured) to 75% of the cost of our tangible assets at the time of any new borrowing. These targets, however, will not apply to individual real estate assets or investments. The amount of leverage we will place on particular investments will depend on our Manager's assessment of a variety of factors which may include the anticipated liquidity and price volatility of the assets in our investment portfolio, the potential for losses and extension risk in the portfolio, the availability and cost of financing the asset, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and the health of the commercial real estate market in general. In addition, factors such as our outlook on interest rates, changes in the yield curve slope, the level and volatility of interest rates and their associated credit spreads, the underlying collateral of our assets and our outlook on credit spreads relative to our outlook on interest rate and economic performance could all impact our decision and strategy for financing the target assets. At the date of acquisition of each asset, we

69


anticipate that the investment cost for such asset will be substantially similar to its fair market value. However, subsequent events, including changes in the fair market value of our assets, could result in our exceeding these limits. Finally, we intend to acquire all our real estate assets through separate single purpose entities and we intend to finance each of these assets using debt financing techniques for that asset alone without any cross-collateralization to our other real estate assets or any guarantees by us or our Operating Partnership. We intend to have no long-term unsecured debt at the Company or Operating Partnership levels, except for our Revolving Line of Credit.
Our secured and unsecured aggregate borrowings are intended by us to be reasonable in relation to our tangible assets and will be reviewed by our board of directors at least quarterly. In determining whether our borrowings are reasonable in relation to our tangible assets, we expect that our board of directors will consider many factors, including without limitation the lending standards of government-sponsored enterprises, such as Fannie Mae and Freddie Mac, for loans in connection with the financing of multifamily properties, the leverage ratios of publicly traded and non-traded REITs with similar investment strategies, and general market conditions. There is no limitation on the amount that we may borrow for any single investment.

Our ability to incur additional debt is dependent on a number of factors, including our credit ratings (if any), the value of our assets, our degree of leverage and borrowing restrictions imposed by lenders. We will continue to monitor the debt markets, including Fannie Mae and/or Freddie Mac (from both of whom we have obtained single asset secured financing on all of our multifamily communities), and as market conditions permit, access borrowings that are advantageous to us.

If we are unable to obtain financing on favorable terms or at all, we may have to curtail our investment activities, including acquisitions and improvements to real properties, which could limit our growth prospects. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise capital by issuing more securities or borrowing more money. We may be forced to dispose of assets at inopportune times in order to maintain our REIT qualification and Investment Company Act exemption. Our ability to generate cash from asset sales is limited by market conditions and certain rules applicable to REITs. We may not be able to sell a property or properties as quickly as we would like or on terms as favorable as we would like.

Furthermore, if interest rates or other factors at the time of financing result in higher costs of financing, then the interest expense relating to that financed indebtedness would be higher. Higher interest rates on newly incurred debt may negatively impact us as well. If interest rates increase, our interest costs and overall costs of capital will increase, which could adversely affect our transaction and development activity, financial condition, results of operations, cash flow, our ability to pay principal and interest on our debt and our ability to pay distributions to our stockholders. Finally, sellers may be less inclined to offer to sell to us if they believe we may be unable to obtain financing.

As of June 30, 2017, we had long term mortgage indebtedness of approximately $1.4 billion, all of which was incurred by us in connection with the acquisition or refinancing of our real estate properties.

As of June 30, 2017, we had approximately $13.1 million in unrestricted cash and cash equivalents available to meet our short-term and long-term liquidity needs. We believe that our long-term liquidity needs are and will continue to be adequately funded through the sources discussed above.

Off-Balance Sheet Arrangements

As of June 30, 2017, we had 867,545 outstanding Warrants from our sales of Units. The Warrants are exercisable by the holder at an exercise price of 120% of the current market price per share of the Common Stock on the date of issuance of such Warrant. The current market price per share is determined using the closing market price of the Common Stock immediately preceding the issuance of the Warrant. The Warrants are not exercisable until one year following the date of issuance and expire four years following the date of issuance. As of June 30, 2017, a total of 187,109 Warrants had been exercised into 3,742,180 shares of Common stock and a remaining 492,279 Warrants had passed the initial exercise date and so became potentially exercisable into a total of 9,845,580 shares of Common Stock. The remainder of the Warrants outstanding at June 30, 2017 become potentially exercisable between July 15, 2017 and July 14, 2018 and have exercise prices that range between $15.31 and $19.50 per share. If all the Warrants outstanding at June 30, 2017 became exercisable and were exercised, gross proceeds to us would be approximately $262.8 million and we would as a result issue an additional 17,350,900 shares of Common Stock.


70


Contractual Obligations

As of June 30, 2017, our contractual obligations consisted of the mortgage notes secured by our acquired properties and the Revolving Credit Facility. Based on a LIBOR rate of 1.23% at June 30, 2017, our estimated future required payments on these instruments were:
 
 
Total
 
Less than one year
 
1-3 years
 
3-5 years
 
More than five years
Mortgage debt obligations:
 
 
 
 
 
 
 
 
Interest
 
$
386,068,566

 
$
52,320,476

 
$
93,474,507

 
$
76,862,895

 
$
163,410,688

Principal
 
1,425,429,476

 
41,207,773

 
293,636,556

 
245,636,144

 
844,949,003

Line of Credit:
 
 
 
 
 
 
 
 
 
 
Interest
 
6,016

 
6,016

 

 

 

Principal
 
38,500,000

 
38,500,000

 

 

 

Term note:
 
 
 
 
 
 
 
 
 
 
Interest
 
4,879

 
4,879

 

 

 

Principal
 
11,000,000

 
11,000,000

 

 

 

Total
 
$
1,861,008,937

 
$
143,039,144

 
$
387,111,063

 
$
322,499,039

 
$
1,008,359,691


In addition, we had unfunded real estate loan balances totaling approximately $47.0 million at June 30, 2017.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
    
Our primary market risk exposure is interest rate risk. All our floating-rate debt is tied to the 30-day LIBOR. As of June 30, 2017, we have variable rate mortgages on our Avenues at Creekside, Citi Lakes, Royal Lakes Marketplace, Baldwin Park, Cherokee Plaza, Champions Village, Regents on University and Retreat at Greystone properties with a principal amount of approximately $297.1 million. Two of these mortgages have LIBOR effectively capped at 5.0% and 4.33% (all-in rates of 6.6% and 6.5%) under Freddie Mac's capped adjustable-rate mortgage program. The Royal Lakes Marketplace, Cherokee Plaza and Champions Village mortgages of $9.8 million, $25.7 million and $27.4 million, respectively, are uncapped. Our Revolving Line of Credit accrued interest at a spread of 3.25% over LIBOR as of June 30, 2017; this combined rate is uncapped. In addition, we partially financed the acquisitions of the Retreat at Greystone multifamily community in the amount of $35.2 million at LIBOR plus 175 basis points and the Regents on University student housing property in the amount of $37.5 million at LIBOR plus 220 basis points under our Acquisition Credit Facility. We intend to refinance the Regents on University and Retreat at Greystone properties with permanent fixed-rate mortgage financing during 2017. Because of the short term nature of the Revolving Line of Credit and Acquisition Credit Facility instruments, we believe our interest rate risk is minimal. We have no business operations which subject us to trading risk.
    
We have and will continue to manage interest rate risk as follows:

maintain a reasonable ratio of fixed-rate, long-term debt to total debt so that floating-rate exposure is kept at an acceptable level;
place interest rate caps on floating-rate debt where appropriate; and
take advantage of favorable market conditions for long-term debt and/or equity financings.
We use various financial models and advisors to achieve our objectives.

If interest rates under our floating-rate LIBOR-based indebtedness fluctuated by 100 basis points, our interest costs, based on outstanding borrowings at June 30, 2017, would increase by approximately $2.9 million on an annualized basis, or decrease by approximately $2.8 million on an annualized basis. The difference between the interest expense amounts related to an increase or decrease in our floating-rate interest cost is because LIBOR was 1.23% at June 30, 2017, therefore we have limited the estimate of how much our interest costs may decrease because we use a floor of 0% for LIBOR.


71


Item  4.
Controls and Procedures

Evaluation of disclosure controls and procedures.
Management of the Company evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Accounting Officer, the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e)) as of June 30, 2017, the end of the period covered by this report. Based on that evaluation, the Company's Chief Executive Officer and Chief Accounting Officer have concluded that the Company's disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in internal control over financial reporting.

As required by the Exchange Act Rule 13a-15(d), the Company's Chief Executive Officer and Chief Accounting Officer evaluated the Company's internal control over financial reporting to determine whether any change occurred during the quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. Based on that evaluation, there has been no such change during such period.
PART II - OTHER INFORMATION

Item 1.
Legal Proceedings

Neither we nor our subsidiaries nor, to our knowledge, our Manager is currently subject to any legal proceedings that we or our Manager consider to be material. To our knowledge, none of our communities are currently subject to any legal proceeding that we consider material.

Item 1A.
Risk Factors

Other than the following, there have been no material changes to our potential risks and uncertainties presented in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the twelve months ended December 31, 2016 that was filed with the SEC on March 1, 2017.

Increased competition to traditional grocery chains from new market participants, online supermarket retailers and food delivery services could adversely affect our grocery-anchored revenues and cash flow.

As a result of consumers' growing desire to shop online, traditional grocery chains are subject to increasing competition from new market participants and food retailers who have incorporated the internet as a direct-to-consumer channel and internet-only retailers that sell grocery products. For example, Amazon, a leading online retailer, recently reached an agreement to acquire Whole Foods. Additionally, online food delivery services such as Blue Apron are increasingly competing with traditional grocery chains in the food sales market. Competition from these new market participants and selling channels could negatively impact traditional grocery chains, which could adversely affect our grocery-anchored revenues and cash flow. In addition, changing dynamics in the food sales space could result in increased competition, declining same-store sales and store closings in the retail and grocery sector.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.
Defaults Upon Senior Securities

None.

Item 4.
Mine Safety Disclosures

Not applicable.

72



Item 5.
Other Information

None.

Item  6.
Exhibits

See Exhibit Index.

73



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.
 
 
 
 
 
 
 
 
 
 
 
 
 
PREFERRED APARTMENT COMMUNITIES, INC.
 
 
 
 
 
 
 
 
 
Date: August 7, 2017
 
By: 
 /s/ John A. Williams
 
 
 
 
 
John A. Williams
 
 
 
 
 
Chief Executive Officer 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: August 7, 2017
 
By: 
 /s/ Michael J. Cronin
 
 
 
 
 
Michael J. Cronin
 
 
 
 
 
Executive Vice President, Chief Accounting Officer and Treasurer
 
 
 
 
 
 
 
 
 



74


Index to Exhibits
EXHIBIT INDEX
Exhibit Number
 

Description
10.1
 
 
12.1
*
Statements Re Computations of Ratios
 
 
 
31.1
*
Certification of John A. Williams, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
*
Certification of Michael J. Cronin, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
*
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
*
XBRL (eXtensible Business Reporting Language). The following materials from Preferred Apartment Communities, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2017, formatted in XBRL: (i) Consolidated balance sheets at June 30, 2017 and December 31, 2016, (ii) consolidated statements of operations for the three months and six months ended June 30, 2017 and 2016, (iii) consolidated statement of stockholders' equity, (iv) consolidated statement of cash flows and (v) notes to consolidated financial statements.
 
*
Filed herewith

 

75