Preferred Apartment Communities, Inc.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
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. These condensed financial statements were derived from audited financial statements, but do not contain all the disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 results of operations for the three and nine months ended March 31,September 30, 2020 and 2019, are not necessarily indicative of the results that may be expected for the full year. 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.
During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, that has had and will continue to have an adverse impact on economic and market conditions and trigger a period of economic slowdown in the United States and globally. The potential reach, severity and duration of impacts of the COVID-19 pandemic will cause our estimates and forecasts of future events to be inherently less certain. Actual results could differ from those estimates. Amounts are presented in thousands where indicated.
10
Preferred Apartment Communities, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
March 31,September 30, 2020
(unaudited)
Reclassification Adjustments
The Company recorded certain reclassification adjustments on its Condensed Consolidated Statement of Operations for the three-month periodand nine-month periods ended March 31,September 30, 2019, to conform prior period presentation to the current presentation reflective of the internalized structure as shown in the table below. None of these reclassification adjustments were due to error or misstatement.
| | | | | | | | | | | | | | | | | |
| For the three-month period ended September 30, 2019 |
| (in thousands) | As reported in Quarterly Report on Form 10-Q at September 30, 2019 | | Reclassification adjustments | | As reported in Quarterly Report on Form 10-Q at September 30, 2020 |
| | | | | |
| Rental revenues | $ | 101,817 | | | $ | (101,817) | | | $ | 0 | |
| Other property revenues | $ | 3,232 | | | $ | (3,232) | | | $ | 0 | |
| Rental and other property revenues | $ | 0 | | | $ | 105,049 | | | $ | 105,049 | |
| | | | | |
| Operating expenses: | | | | | |
| Property operating and maintenance | $ | 14,928 | | | $ | 1,565 | | | $ | 16,493 | |
| Real estate taxes | $ | 12,870 | | | $ | (12,870) | | | $ | 0 | |
| Real estate taxes and insurance | $ | 0 | | | $ | 14,474 | | | $ | 14,474 | |
| General and administrative | $ | 1,898 | | | $ | (534) | | | $ | 1,364 | |
| Insurance, professional fees and other expenses | $ | 3,453 | | | $ | (3,453) | | | $ | 0 | |
| Management internalization expense | $ | 0 | | | $ | 818 | | | $ | 818 | |
|
| | | | | | | | | | | |
| | For the three-month period ended March 31, 2019 |
| | As reported in Quarterly Report on Form 10-Q at March 31, 2019 | | Reclassification adjustments | | As reported in Quarterly Report on Form 10-Q at March 31, 2020 |
| (in thousands) | | | | | |
| Rental revenues | $ | 92,238 |
| | $ | (92,238 | ) | | $ | — |
|
| Other property revenues | $ | 2,178 |
| | $ | (2,178 | ) | | $ | — |
|
| Miscellaneous revenues | $ | — |
| | $ | 23 |
| | $ | 23 |
|
| | | | | | |
| Rental and other property revenues | $ | — |
| | $ | 94,393 |
| | $ | 94,393 |
|
| | | | | | |
| Operating expenses: | | | | | |
| Property operating and maintenance | $ | 10,792 |
| | $ | 2,087 |
| | $ | 12,879 |
|
| Real estate taxes | $ | 12,500 |
| | $ | (12,500 | ) | | $ | — |
|
| Real estate taxes and insurance | $ | — |
| | $ | 14,090 |
| | $ | 14,090 |
|
| General and administrative | $ | 2,614 |
| | $ | (1,194 | ) | | $ | 1,420 |
|
| Insurance, professional fees and other expenses | $ | 2,528 |
| | $ | (2,528 | ) | | $ | — |
|
| Management internalization expense | $ | — |
| | $ | 45 |
| | $ | 45 |
|
| | | | | | |
| | | | | | | | | | | | | | | | | |
| For the nine-month period ended September 30, 2019 |
| (in thousands) | As reported in Quarterly Report on Form 10-Q at September 30, 2019 | | Reclassification adjustments | | As reported in Quarterly Report on Form 10-Q at September 30, 2020 |
| | | | | |
| Rental revenues | $ | 289,647 | | | $ | (289,647) | | | $ | 0 | |
| Other property revenues | $ | 8,922 | | | $ | (8,922) | | | $ | 0 | |
| Rental and other property revenues | $ | 0 | | | $ | 298,569 | | | $ | 298,569 | |
| | | | | |
| Operating expenses: | | | | | |
| Property operating and maintenance | $ | 38,186 | | | $ | 5,050 | | | $ | 43,236 | |
| Real estate taxes | $ | 37,914 | | | $ | (37,914) | | | $ | 0 | |
| Real estate taxes and insurance | $ | 0 | | | $ | 42,646 | | | $ | 42,646 | |
| General and administrative | $ | 6,425 | | | $ | (2,254) | | | $ | 4,171 | |
| Insurance, professional fees and other expenses | $ | 8,671 | | | $ | (8,671) | | | $ | 0 | |
| Management internalization expense | $ | 0 | | | $ | 1,143 | | | $ | 1,143 | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
| |
2. | Summary of Significant Accounting Policies |
2.Summary of Significant Accounting Policies
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 undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. 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 property.
Current expected credit losses on real estate loan investments
The Company carries its investments in real estate loans at amortized cost that consists of drawn amounts on the loans, net of unamortized deferred loan origination fees and current expected credit losses.
On January 1, 2020, the Company adopted ASU 2016-13, that replaced the incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for total expected future losses on financial assets at the outset of each loan. For each loan in which the Company is the lender, the amount of protection afforded to the Company is estimated to be the excess of the future estimated fair market value of the developed property over the developer’s related obligations (including the Company’s mezzanine or member loan(s)), other loans senior to the Company's, the expected future balance of accrued interest and any other obligations related to the project’s funding. The excess represents the amount of equity dollars in each real estate project plus profit expected to be realized by the developer on the project, both of which are in a subordinate position to the Company's real estate loan investments. This numeric result is expressed as a percentage of the property's expected future fair value (a "loss reserve ratio"), which is then pooled into ranges of loss percentages that was derived from company-specific loss experience. The product of this indicated loss reserve ratio and the expected fully-funded balance (inclusive of an expected future balance of accrued interest) is the initial total expected credit loss reserve. Over the life of the loan, the initial reserve is reevaluated for potential reduction at the achievement of certain milestones in construction and lease-up progress as the project approaches completion and the loan approaches maturity, given no unforeseen degradation in project performance or failure to adhere to the terms of the loan by the borrower/developer. Finally, the loss reserve may be further refined by the Company due to any subjective qualitative factors deemed pertinent and worthy of reflection.
The Company implemented this new guidance by applying this model to its existing portfolio of real estate loan investments using the modified retrospective method and in doing so, recorded a cumulative effect adjustment to retained earnings on January 1, 2020. See note 4.
The Company's notes and lines of credit receivable are unsecured and so are assessed for expected future credit loss by individually assessing the expected profit from current development projects in progress, as well as the viability of the personal guarantees of the borrowers.
The Company's real estate loan investments are collateralized by real estate development projects and secured further by guaranties of repayment from one or more of the borrowers. The Company's lines of credit receivable are typically only collateralized by personal guaranties, but occasionally may be cross-collateralized by interests in other real estate projects. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, as well as the financial and operating capability of the borrower. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the overall economic environment, real estate sector, and geographic sub‑marketsub-market in which the borrower operates are considered. Such analyses are completed and reviewed by management, utilizing various data sources, including periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, capitalization and discount rates and site inspections.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
See the Revenue Recognition section of this Note for other loan-related policy disclosures required by ASC 310-10-50-6.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Purchase Option Terminations
The Company will occasionally receive a purchase option and/or a right of first refusal on the underlying property in conjunction with extending a real estate loan investment to the developer of the property. The purchase option is oftenin some instances at a discount to the to-be-agreed-upon market value of the property, once stabilized. If the Company elects not to exercise the purchase option and acquire the property, it may negotiate to sell the purchase option back to the developer and receive a termination fee in consideration. The amount of the termination fee is accounted for as additional interest on the real estate loan investment and is recognized as interest revenue utilizing the effective interest method over the period beginning from the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property.
Revenue Recognition
Multifamily communities and student housingResidential properties
Rental revenue is recognized when earned from residents of the Company's multifamily communities,residential properties, which is over the terms of the rental agreements, typically of nine to fifteen months’ duration. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable, in accordance with ASC 842-30-25-12.
The Company evaluated the various ancillary revenues within its multifamily leases, including resident utility reimbursements. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under Lease Accounting, ASC 842, Leases,paragraph 10-15-42A,10-15-42A, to elect reporting the lease component and non-lease components as one single component within the rental and other property revenues line on the Consolidated Statements of Operations. Revenue from utility reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred.
Grocery-anchored shopping centers and office properties
Our retail leases have original lease terms which generally range from three to seven years for spaces under 5,000 square feet and from ten to twenty years for spaces over 10,000 square feet. Anchor leases generally contain renewal options for one or more additional periods whereas in-line tenant leases may or may not have renewal options. With the exception of anchor leases, the leases generally contain contractual increases in base rent rates over the lease term and the base rent rates for renewal periods are generally based upon the rental rate for the primary term, which may be adjusted for inflation or market conditions. Anchor leases generally do not contain contractual increases in base rent rates over the lease term and the renewal periods. Our leases generally provide for the payment of fixed monthly rentals and may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level (“percentage rent”). Our leases also generally include tenant reimbursements for common area expenses, insurance, and real estate taxes. Utilities are generally paid by tenants either directly through separate meters or through payment of tenant reimbursements. The foregoing general description of the characteristics of the leases in our centers is not intended to describe all leases and material variations in lease terms may exist.
Our office building leases have original lease terms which generally range from five to fifteen years and generally contain contractual, annual base rental rate escalations ranging from 2% to 3%. These leases may be structured as gross where the tenant’s base rental rate is all inclusive and there is no additional obligation to reimburse building operating expenses, net or NNN where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expenses, or modified gross where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expense increases over a base year amount (typically calculated as the actual reimbursable operating expenses in year one of the original lease term).
Base rental revenue from tenants' operating leases is a lease component revenue in the Company's grocery-anchored shopping centers and office properties and 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.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
Revenue from reimbursements of the tenants' share of real estate taxes, insurance and common area maintenance, or CAM, costs represent non-lease component revenue. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under ASC 842, Leases, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component under rental and other property revenues
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
recognized in accordance with ASC 842. Revenue from reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. The Company does not record income and offsetting expense for certain variable costs paid directly to third parties by lessees on behalf of lessors.
Non-lease components which do not qualify under the practical expedient primarily include lease termination income and other ancillary revenue (e.g. application fees, license fees, late fees and tenant billbacks). 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 evaluated 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. In performing a detailed review of each tenant, we determined if the balances were paid in the subsequent month, if if the tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If collection of substantially all of the outstanding balance is not probable, the tenant's rental revenue is recognized on a cash basis and all accrued balances are written off to rental revenue.
The Company evaluates the collectability of these amounts and recognizes revenue related to tenants where collectability is deemed probable, in accordance with ASC 842-30-25-12. Upon adoption of ASC 842, the Company began recording amounts not deemed probable of collection as a reduction of rental and other property revenues, as applicable.
In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. The Company elected to account for rent deferments provided to our residents and tenants, which were primarily related to a change of timing of rent payments with no significant changes to total payments or term, as a deferred payment in which we continue to recognize rental revenue on the existing straight-line basis over the remaining lease term and recognize any changes in payment through lease receivables, which is recorded in tenant receivables and other assets in our condensed consolidated balance sheet. Any deferment agreements which resulted in a significant change in lease term were accounted for as a modification under ASC 842.
The Company may provide grocery-anchored shopping center 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 properties, if the
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
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 with a corresponding recognition of 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.
Gains on sales of real estate assets
The Company recognizes gains on sales of real estate based on the difference between the consideration received and the carrying amount of the distinct asset, including the carrying amount of any liabilities relieved or assumed by the purchasing counterparty and net of disposition expenses.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Lessee accounting
The Company has evaluated its leases for which it is the lessee to determine the value of any right of use assets and related lease liabilities. All of these leases qualify as operating leases. The Company has three3 ground leases related to our office and grocery-anchored shopping center assets, one of which had been recorded at fair value on the Company's balance sheet at acquisition due to a purchase option the Company deemed probable of exercising. These ground leases generally have extended terms (e.g. over twenty years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company is also the lessee of office space for its corporate headquarters and of furniture and office equipment, which generally are three to five years in duration with minimal rent increases. The Company’s right of use asset and related lease liability in accordance with ASC 842-20-30 related to these leases are recorded within the Tenant Receivables and Other Assets and the Security Deposits and Other Liabilities line items of the balance sheet, respectively. Lease expense for ground leases and furniture and office equipment located at the Company's properties is included in the consolidated statements of operations within property operations and maintenance and expense for office rent and furniture and office equipment in the Company's corporate headquarters are included in general and administrative expense. See note 12 for more disclosures related to the Company's right of use assets and lease liabilities.
Investments in joint ventures
The Company’s joint ventures primarily consist of co-investments with institutional and other real estate operators, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. As of September 30, 2020, the Company has a partial ownership interest in one multifamily community, two student housing properties, three grocery-anchored shopping centers and two office buildings. Of these investments in joint venture, only one grocery-anchored shopping center is accounted for as an investment in an unconsolidated joint venture. The Company evaluates its investments in joint venture and consolidates those in which it has controlling financial interest and records limited partners’ ownership interest and share of net income as non-controlling interest, under the voting interest model. The Company accounts for its investments for which it does not have a controlling financial interest as an investment in an unconsolidated joint venture under the equity method of accounting. All investments in joint venture have been evaluated for factors which may indicate a variable interest entity and determined none met such criteria.
Investments in unconsolidated joint venture are recorded initially at cost and subsequently adjusted for cash contributions, distributions and our share of earnings and losses. To recognize the character of distributions from equity investees within its Condensed Consolidated Statements of Cash Flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing. Cash from loan proceeds received from the placement of debt on a property included in investments in unconsolidated joint venture are presented in cash flows provided by investing activities in the accompanying Condensed Consolidated Statements of Cash Flows.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.
New Accounting Pronouncements
|
| | | | | | | | | | |
| Standard | Description | Date of Adoption | Effect on the Consolidated Financial Statements |
| Recently Adopted Accounting Guidance |
ASU 2016-13, Financial Instruments - Credit Losses (ASC 326) | ASU 2016-03 ("CECL") changes how entities will measure credit losses for most financial assets, including loans, which are not measured at fair value through net income. The guidance replaces the existing incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for financial assets rather than reduce the carrying amount, as they do today under the other-than temporary impairment model. | January 1, 2020 | Implementation of the new guidance on accounting for financial assets was limited to our real estate loan investments. We have developed a model that derives a reserve ratio based upon the amount of financial protection afforded each instrument. For each loan in which we are the lender, the amount of protection afforded to us is estimated to be the excess of the future estimated fair market value of the developed property over the commitment amount of each loan (including other loans senior to the Company’s), inclusive of accrued interest and other related receivables. The excess represents the amount of equity dollars in each real estate project, which are in a subordinate position to our real estate loan investments. We implemented this new guidance using the modified retrospective basis by recording a cumulative effect adjustment to retained earnings on January 1, 2020 of approximately $7.4 million.
|
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
|
| | | | | | | | | | |
| Standard | Description | Date of Adoption | Effect on the Consolidated Financial Statements |
| Recently Issued Accounting Guidance Not Yet Adopted |
ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting | The new standard enables affected entities to elect from a series of practical expedients designed to ease the transition from referenced base rates within contracts designated to be replaced by Reference Rate Reform. | The amendments are effective March 12, 2020 through December 31, 2022. | ASU 2020-04 will potentially be applicable to the Company's variable-rate debt instruments for which the Company is the borrower, which bear interest at a spread over the 1-month London Interbank Offer Rate (1-month LIBOR). Among the practical expedients are the option to elect prospective adjustment of the effective interest rate, foregoing reassessment of any instruments under loan modification rules. The Company is monitoring developments pertaining to Reference Rate Reform and does not currently anticipate ASU 2020-04 to have a material effect on its results of operations. |
3. Real Estate Assets
The Company's real estate assets consisted of:
|
| | | | | | |
| | | As of: |
| | | March 31, 2020 | | December 31, 2019 |
| Multifamily communities: | | | | |
Properties (1) | | 35 |
| (1, 2) | 34 |
|
| Units | | 10,637 |
| | 10,245 |
|
| New Market Properties: | | | | |
Properties | | 54 |
| (2) | 52 |
|
Gross leasable area (square feet) (3) | | 6,208,278 |
| | 6,041,629 |
|
| Student housing properties: | | | | |
| Properties | | 8 |
| (2) | 8 |
|
| Units | | 2,011 |
| | 2,011 |
|
| Beds | | 6,095 |
| | 6,095 |
|
| Preferred Office Properties: | | | | |
| Properties | | 9 |
| (2, 4) | 10 |
|
| Rentable square feet | | 3,169,000 |
| | 3,204,000 |
|
| | | | | |
(1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as is the Regent at Lenox Village within the Lenox Portfolio. |
(2) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures. |
(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 is not included in the totals above for New Market Properties. |
| (4) Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development. |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
3. Real Estate Assets
The Company's real estate assets consisted of:
| | | | | | | | | | | | | | |
| | As of: |
| | September 30, 2020 | | December 31, 2019 |
| Residential properties: | | | | |
Properties (1,2) | | 44 | | | 42 | |
| Units | | 12,936 | | | 12,256 | |
| Beds | | 6,095 | | | 6,095 | |
| New Market Properties: | | | | |
Properties (2) | | 54 | | | 52 | |
Gross leasable area (square feet) (3) | | 6,208,278 | | | 6,041,629 | |
| Preferred Office Properties: | | | | |
Properties (2,4) | | 9 | | | 10 | |
| Rentable square feet | | 3,169,000 | | | 3,204,000 | |
| | | | |
(1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as is the Regent at Lenox Village within the Lenox Portfolio. |
(2) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures. One grocery-anchored shopping center is an investment in an unconsolidated joint venture. |
(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 is not included in the totals above for New Market Properties. |
(4) Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development and our 4th & Brevard land parcel, that is slated for future development. |
Impacts of COVID-19 Pandemic
The COVID-19 pandemic emerged in December 2019 and has since spread globally, including to every state in the United States. On March 13, 2020, the United States declared a national emergency. Since that time, efforts to contain the spread of COVID-19 have intensified. Several countries, including the United States, have taken steps to restrict travel, temporarily close businesses and issue quarantine orders. The restrictions have resulted in impacts to earnings for commercial real estate, which in turn is expected to affect asset valuations to some degree. The Company does not consider this event to be a triggering event for purposes of impairment, since no evidence of declining valuations of any consequence have emerged to cause a triggering event, as evidenced by step one analyses performed on a sample of its properties from each segment. The Company found a significant amount of cushion between the asset’s book value and the undiscounted cash flows for the properties evaluated.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The Company's monthly rent collections for the three-month period ended March 31,September 30, 2020 have been approximately levelcontinue to improve across the Company's segments compared to the three-month period ended June 30, 2020, with a minor dipmore pronounced improvement in collections in March for in-line retail tenants, whose businesses were closed during periods with state or local operating restrictions. Many tenants have reopened as such tenants are generally smaller operations that are likely have less access to adequate sources of liquidity to weather economic downturns than grocery anchor tenants and many office tenants. The closure of several in-line tenant businessesrestrictions were lifted and monthly rent collections are beginning to fall.increase. Within our multifamily communities, despite the fact that collections of rents had not yet begun to decline as of March 2020, the Company offered rent deferral plans for the months of April, May, June and MayJuly 2020. Any deferred rents would be due over the remaining lease term of the individual tenants. Any uncollected deferred rent amounts will be deemed uncollectible. For retail and office tenants, the company evaluated all delinquent receivable balances by performing a detailed review of each tenant. In this review, we determined if the balances were paid in the subsequent month, if tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If the likelihood of the tenant submitting payment was deemed to be less than probable based on the aforementioned criteria, we determined the tenant as being an “at risk” tenant and revenue would be recognized on a cash basis.
MultifamilyThe Company's average recurring rental revenue collections before and after any effect of rent deferrals for the third quarter 2020 were approximately 99.0% and 99.0% respectively for multifamily communities, acquired
During99.5% and 99.8% for office properties and 95.2% and 96.6% for grocery-anchored retail properties, respectively. Rent deferments provided to residents and tenants primarily related to a change of timing of rent payments with no significant changes to total payments or term. The Company has deferred approximately $0.8 million, or 0.7% of total rental and other revenues for the three-month period ended March 31,September 30, 2020. In addition, the Company’s revenues were reduced by approximately $1.7 million, or 1.4% of rental and other revenues for the three-month period ended September 30, 2020 due to additional bad debt reserves related to the COVID-19 pandemic.
Residential properties acquired
During the nine-month period ended September 30, 2020, the Company completed the acquisition of Altis Wiregrass Ranch, a 392-unitthe following multifamily community located in Tampa, Florida.communities:
| | | | | | | | | | | | | | | | | | | | |
| Acquisition date | | Property | | Location | | Units |
| | | | | | |
| 3/31/2020 | | Horizon at Wiregrass | | Tampa, Florida | | 392 | |
| 4/30/2020 | | Parkside at the Beach | | Panama City Beach, Florida | | 288 | |
| | | | | | 680 | |
The aggregate purchase priceprices of the multifamily acquisition wasacquisitions for the nine-month period ended September 30, 2020 were approximately $84.0$141.2 million, exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. The Company acquired no multifamily communities during the three-monthnine-month period ended March 31,September 30, 2019.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
The Company allocated the purchase prices and 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.
| | | | | | | | |
| | Multifamily Community acquired during the nine-month period ended |
| (In thousands, except amortization period data) | | September 30, 2020 |
| | |
| Land | | $ | 12,945 | |
| Buildings and improvements | | 100,113 | |
| Furniture, fixtures and equipment | | 26,284 | |
| Lease intangibles | | 5,968 | |
| Prepaids & other assets | | 24 | |
| Accrued taxes | | (437) | |
| Security deposits, prepaid rents, and other liabilities | | (384) | |
| | |
| Net assets acquired | | $ | 144,513 | |
| | |
| Cash paid | | $ | 99,476 | |
| Mortgage debt, net | | 45,037 | |
| | |
| Total consideration | | $ | 144,513 | |
| | |
| Three-months ended September 30, 2020 | | |
| Revenue | | $ | 2,883 | |
| Net income (loss) | | $ | (1,832) | |
| | |
| Nine-months ended September 30, 2020 | | |
| Revenue | | $ | 5,258 | |
| Net income (loss) | | $ | (4,018) | |
| | |
| | |
| Capitalized acquisition costs incurred by the Company | | $ | 4,085 | |
| Acquisition costs paid to related party (included above) | | $ | 0 | |
| Remaining amortization period of intangible | | |
| assets and liabilities (months) | | 11.5 |
| | |
|
| | | | |
| | | Multifamily Community acquired during the three-month period ended |
| (In thousands, except amortization period data) | | March 31, 2020 |
| | | |
| Land | | $ | 6,842 |
|
| Buildings and improvements | | 57,186 |
|
| Furniture, fixtures and equipment | | 15,522 |
|
| Lease intangibles | | 4,595 |
|
| Prepaids & other assets | | 24 |
|
| Accrued taxes | | (273 | ) |
| Security deposits, prepaid rents, and other liabilities | | (318 | ) |
| | | |
| Net assets acquired | | $ | 83,578 |
|
| | | |
| Cash paid | | $ | 83,578 |
|
| Mortgage debt, net | | — |
|
| | | |
| Total consideration | | $ | 83,578 |
|
| | | |
| Three-months ended March 31, 2020 | | |
| Revenue | | $ | — |
|
| Net income (loss) | | $ | (240 | ) |
| | | |
| | | |
| Capitalized acquisition costs incurred by the Company | | $ | 171 |
|
| Acquisition costs paid to related party (included above) | | $ | — |
|
| Remaining amortization period of intangible | | |
| assets and liabilities (months) | | 17.5 |
|
| | | |
Student housing properties acquired
The Company had no acquisitions of student housing property assets during the three-monthnine-month period ended March 31,September 30, 2020.
During the three-monthnine-month period ended March 31,September 30, 2019, the Company completed the acquisition of Haven49, a 322-unit, 887-bed
student housing property adjacent to the University of North Carolina at Charlotte. The Company effectuated the acquisition via
a negotiated agreement whereby the Company accepted the membership interest in the Haven49 project entity in satisfaction of
the project indebtedness owed to the Company. See Note 4.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
The Company allocated the asset's fair value and 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.
| | | | | | | | |
| | Student housing property acquired during the nine-month
period ended |
| (In thousands, except amortization period data) | | September 30, 2019 |
| | |
| Land | | $ | 7,289 | |
| Buildings and improvements | | 68,163 | |
| Furniture, fixtures and equipment | | 16,966 | |
| Lease intangibles | | 983 | |
| Accrued taxes | | (158) | |
| Security deposits, prepaid rents, and other liabilities | | (2,579) | |
| | |
| Net assets acquired | | $ | 90,664 | |
| | |
| Satisfaction of loan receivables | | $ | 46,397 | |
| Cash paid | | 2,717 | |
| Mortgage debt, net | | 41,550 | |
| | |
| Total consideration | | $ | 90,664 | |
| | |
| Three-months ended September 30, 2020 | | |
| Revenue | | $ | 2,042 | |
| Net income (loss) | | $ | 36 | |
| | |
| Nine-months ended September 30, 2020 | | |
| Revenue | | $ | 5,980 | |
| Net income (loss) | | $ | 307 | |
| | |
| Capitalized acquisition costs incurred by the Company | | $ | 1,016 | |
| Acquisition costs paid to related party | | $ | 936 | |
| | |
| Remaining amortization period of intangible | | |
| assets and liabilities (months) | | 0 |
|
| | | | |
| | | Student housing property acquired during the three-month period ended |
| (In thousands, except amortization period data) | | March 31, 2019 |
| | | |
| Land | | $ | 7,289 |
|
| Buildings and improvements | | 68,163 |
|
| Furniture, fixtures and equipment | | 16,966 |
|
| Lease intangibles | | 983 |
|
| Accrued taxes | | (158 | ) |
| Security deposits, prepaid rents, and other liabilities | | (2,579 | ) |
| | | |
| Net assets acquired | | $ | 90,664 |
|
| | | |
| Satisfaction of loan receivables | | $ | 46,397 |
|
| Cash paid | | 2,717 |
|
| Mortgage debt, net | | 41,550 |
|
| | | |
| Total consideration | | $ | 90,664 |
|
| | | |
| Three-months ended March 31, 2019 | | |
| Revenue | | $ | 1,991 |
|
| Net income (loss) | | $ | 94 |
|
| | | |
| | | |
| Capitalized acquisition costs incurred by the Company | | $ | 1,016 |
|
| Acquisition costs paid to related party | | $ | 936 |
|
| | | |
| Remaining amortization period of intangible | | |
| assets and liabilities (months) | | — |
|
Student housing properties
On March 20, 2020, we delivered a written termination notice to the prospective purchaser of six6 of our student housing properties for their failure to consummate the purchase. Accordingly, we received an additional $2.75 million of forfeited earnest money as liquidated damages.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
New Market Properties assets acquired
During the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, the Company completed the acquisition of the following grocery-anchored shopping centers:
|
| | | | | | | | | | | | | | | | | | | |
| Acquisition date | | Property | | Location | | Gross leasable area (square feet) |
| | | | | | |
3/19/2020 | | Midway Market | | Dallas, Texas | | 85,599 |
|
| 1/29/2020 | | Wakefield Crossing | | Raleigh, North Carolina | | 75,927 |
|
| 3/19/2020 | | Midway Market | | Dallas, Texas | | 85,599 | |
| | | | | | 161,526 |
|
| | | | | | 161,526 | |
| | | | | | |
| 1/17/2019 | | Gayton Crossing | | Richmond, Virginia | | 158,316 |
|
| 5/28/2019 | | Free State Shopping Center | | Washington, D.C. | | 264,152 | |
| 6/12/2019 | | Disston Plaza | | Tampa - St. Petersburg, Florida | | 129,150 | |
| 6/12/2019 | | Polo Grounds Mall | | West Palm Beach, Florida | | 130,285 | |
| 8/16/2019 | | Fairfield Shopping Center (1) | | Virginia Beach, VA | | 231,829 | |
| | | | | | |
| | | | | | 913,732 | |
| | | | | | |
(1) Property is owned through a consolidated joint venture. |
The aggregate purchase price of the New Market Properties acquisitions for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019 was approximately $27.7 million and $29.0$178.5 million respectively, exclusive of acquired escrows, security deposits, prepaid assets, capitalized acquisition costs and other miscellaneous assets and assumed liabilities.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
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.
| | | | | | | | | | | | | | |
| | New Market Properties' acquisitions during the nine-month periods ended September 30, |
| (In thousands, except amortization period data) | | 2020 | | 2019 |
| | | | |
| Land | | $ | 9,328 | | | $ | 57,916 | |
| Buildings and improvements | | 12,264 | | | 101,873 | |
| Tenant improvements | | 2,099 | | | 8,230 | |
| In-place leases | | 3,043 | | | 16,080 | |
| Above market leases | | 107 | | | 2,759 | |
| Leasing costs | | 1,237 | | | 5,768 | |
| Below market leases | | (359) | | | (10,537) | |
| Prepaid taxes and other assets | | 61 | | | 98 | |
| Security deposits, prepaid rents, and other | | (249) | | | (748) | |
| | | | |
| Net assets acquired | | $ | 27,531 | | | $ | 181,439 | |
| | | | |
| Cash paid | | $ | 19,640 | | | $ | 65,526 | |
| Mortgage debt | | 7,891 | | | 115,913 | |
| | | | |
| Total consideration | | $ | 27,531 | | | $ | 181,439 | |
| | | | |
| Three-month period ended September 30, 2020 | | | | |
| Revenue | | $ | 678 | | | $ | 3,976 | |
| Net income (loss) | | $ | 5 | | | $ | (997) | |
| | | | |
| Nine-month period ended September 30, 2020 | | | | |
| Revenue | | $ | 1,723 | | | $ | 13,094 | |
| Net income (loss) | | $ | 59 | | | $ | (2,126) | |
| | | | |
| Capitalized acquisition costs incurred by the Company | | $ | 470 | | | $ | 4,022 | |
| Capitalized acquisition costs paid to related party (included above) | | $ | 249 | | | $ | 1,799 | |
| Remaining amortization period of intangible | | | | |
| assets and liabilities (years) | | 10.2 | | 8.0 |
|
| | | | | | | | |
| | | New Market Properties' acquisitions during the three-month periods ended March 31, |
| (In thousands, except amortization period data) | | 2020 | | 2019 |
| | | | | |
| Land | | $ | 9,328 |
| | $ | 9,109 |
|
| Buildings and improvements | | 12,264 |
| | 17,093 |
|
| Tenant improvements | | 2,099 |
| | 698 |
|
| In-place leases | | 3,043 |
| | 2,609 |
|
| Above market leases | | 107 |
| | 754 |
|
| Leasing costs | | 1,237 |
| | 769 |
|
| Below market leases | | (359 | ) | | (1,515 | ) |
| Prepaid taxes and other assets | | 61 |
| | 34 |
|
| Security deposits, prepaid rents, and other | | (249 | ) | | (146 | ) |
| | | | | |
| Net assets acquired | | $ | 27,531 |
| | $ | 29,405 |
|
| | | | | |
| Cash paid | | $ | 19,640 |
| | $ | 11,405 |
|
| Mortgage debt | | 7,891 |
| | 18,000 |
|
| | | | | |
| Total consideration | | $ | 27,531 |
| | $ | 29,405 |
|
| | | | | |
| Three-month period ended March 31, 2020: | | | | |
| Revenue | | $ | 408 |
| | $ | 691 |
|
| Net income (loss) | | $ | 45 |
| | $ | (90 | ) |
| | | | | |
| Three-month period ended March 31, 2019: | | | | |
| Revenue | | $ | — |
| | $ | 595 |
|
| Net income (loss) | | $ | — |
| | $ | (141 | ) |
| | | | | |
| Capitalized acquisition costs incurred by the Company | | $ | 470 |
| | $ | 569 |
|
| Capitalized acquisition costs paid to related party (included above) | | $ | 249 |
| | $ | 300 |
|
| Remaining amortization period of intangible | | | | |
| assets and liabilities (years) | | 10.4 |
| | 7.8 |
|
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
The Company recorded aggregate amortization and depreciation expense of:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Depreciation: | | | | | | | | |
| Buildings and improvements | | $ | 29,050 | | | $ | 25,509 | | | $ | 85,811 | | | $ | 72,686 | |
| Furniture, fixtures, and equipment | | 12,817 | | | 12,296 | | | 38,132 | | | 37,961 | |
| | 41,867 | | | 37,805 | | | 123,943 | | | 110,647 | |
| Amortization: | | | | | | | | |
| Acquired intangible assets | | 9,510 | | | 8,169 | | | 27,873 | | | 25,732 | |
| Deferred leasing costs | | 368 | | | 217 | | | 1,132 | | | 670 | |
| Website development costs | | 49 | | | 48 | | | 148 | | | 142 | |
| Total depreciation and amortization | | $ | 51,794 | | | $ | 46,239 | | | $ | 153,096 | | | $ | 137,191 | |
|
| | | | | | | | |
| | | Three-month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| Depreciation: | | | | |
| Buildings and improvements | | $ | 28,007 |
| | $ | 22,987 |
|
| Furniture, fixtures, and equipment | | 12,388 |
| | 13,133 |
|
| | | 40,395 |
| | 36,120 |
|
| Amortization: | | | | |
| Acquired intangible assets | | 8,650 |
| | 8,945 |
|
| Deferred leasing costs | | 415 |
| | 178 |
|
| Website development costs | | 49 |
| | 46 |
|
| Total depreciation and amortization | | $ | 49,509 |
| | $ | 45,289 |
|
At March 31,September 30, 2020, the Company had recorded acquired gross intangible assets of $313.7$310.6 million, accumulated amortization of $159.3$177.3 million, gross intangible liabilities of $86.6$86.0 million and accumulated amortization of $26.1$31.5 million. Net intangible assets and liabilities as of March 31,September 30, 2020 will be amortized over the weighted average remaining amortization periods of approximately 7.2 and 9.18.7 years, respectively.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
At March 31,September 30, 2020, included in the Company hadCompany's total restricted cash ofwas approximately $20.7$18.8 million that was contractually restricted to fund capital expenditures and other property-level commitments such as tenant improvements and leasing commissions. Our lenders also require us to escrow balances for future real estate tax and insurance payments. Through our property-level mortgage refinances executed in the second and third quarters of 2020, our lenders also required us to escrow funds for potential effects from the COVID-19 pandemic. At September 30, 2020, our restricted cash for real estate taxes, insurance premiums and COVID-19 reserves was $33.6 million and $6.8 million, respectively. The remainder of the Company's restricted cash consisted primarily of resident and tenant security deposits.
Purchase Options
In the course of extending real estate loan investments for property development, the Company will often receive an exclusive option to purchase the property once development and stabilization are complete. If the Company determines that it does not wish to acquire the property, it has the right to sell its purchase option back to the borrower for a termination fee in the amount of the purchase option discount.
Effective May 7, 2018, the Company terminated its purchase options on the Bishop Street multifamily community and the Haven Charlotte student housing property, both of which were partially supported by real estate loan investments held by the Company, in exchange for termination fees aggregating approximately $5.6 million from the developers. For the three-month period ended March 31, 2019, the Company recorded approximately $3.1 million of interest revenue related to these purchase option terminations.
Effective January 1, 2019, the Company terminated its purchase options on the Sanibel Straits, Newbergh, Wiregrass and Cameron Square multifamily communities and the Solis Kennesaw student housing property, all of which are partially supported by real estate loan investments held by the Company, in exchange for termination fees aggregating approximately $9.1 million from the developers. Effective March 6, 2020, the Company terminated its purchase option on the Falls at Forsyth multifamily community for $2.5 million. These fees are treated as additional interest revenue and are amortized over the period ending with the earlier of (i) the sale of the underlying property and (ii) the maturity of the real estate loans. The Company recorded approximately $1.5$4.9 million and $1.2$6.9 million of interest revenue related to these purchase option terminations for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, respectively. Effective March 6,
Joint Venture Investment
On July 15, 2020, we contributed our Neapolitan Way grocery-anchored shopping center that was previously wholly-owned and consolidated into a joint venture in exchange for approximately $19.2 million and 50% interest in the Company terminated its purchase optionjoint venture. We realized a gain on the Falls at Forsyth multifamily communitytransaction of approximately $3.3 million. We now hold our remaining interest in the property via an unconsolidated joint venture and retain a 50% voting and financial interest. The following tables summarize the balance sheet and statements of income data for $2.5 million.Neapolitan Way shopping center subsequent to its contribution into the joint venture as of and for the periods presented:
| | | | | | | | |
| (in thousands) | | September 30, 2020 |
| Total assets | | $ | 39,843 | |
| Total liabilities | | $ | 26,142 | |
| | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| | September 30, | | September 30, |
| | 2020 | | 2020 |
| Rental and other property revenues | | $ | 651 | | | $ | 651 | |
| Total operating expenses | | $ | 797 | | | $ | 797 | |
| Interest expense | | $ | 94 | | | $ | 94 | |
| Net income (loss) | | $ | (240) | | | $ | (240) | |
| Net income (loss) attributable to the Company | | $ | (120) | | | $ | (120) | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
4. Real Estate Loans, Notes Receivable, and Line of Credit
Our portfolio of fixed rate, interest-only real estate loans consisted of:
| | | | | | | | | | | | | | |
| | September 30, 2020 | | December 31, 2019 |
| Number of loans | | 25 | | | 27 | |
| Number of underlying properties in development | | 18 | | | 19 | |
| (In thousands) | | | | |
| Drawn amount | | $ | 323,629 | | | $ | 352,582 | |
| Deferred loan origination fees | | (1,567) | | | (1,476) | |
| Allowance for loan losses | | (12,461) | | | (1,400) | |
| Carrying value | | $ | 309,601 | | | $ | 349,706 | |
| | | | |
| Unfunded loan commitments | | $ | 62,964 | | | $ | 61,718 | |
| Weighted average current interest, per annum (paid monthly) | | 8.50 | % | | 8.48 | % |
| Weighted average accrued interest, per annum | | 3.84 | % | | 3.85 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Principal balance | | Deferred loan origination fees | | Allowances and CECL Reserves | | Carrying value |
| Balances as of December 31, 2019 | | $ | 352,582 | | | $ | (1,476) | | | $ | (1,400) | | | $ | 349,706 | |
| Opening CECL reserve | | — | | | — | | | (7,414) | | | (7,414) | |
| Loan fundings | | 42,193 | | | — | | | — | | | 42,193 | |
| Loan repayments | | (71,146) | | | — | | | — | | | (71,146) | |
| Loan origination fees collected | | — | | | (882) | | | — | | | (882) | |
| Amortization of loan origination fees | | — | | | 791 | | | — | | | 791 | |
| Reserve increases due to loan originations | | — | | | — | | | (767) | | | (767) | |
| Net increases in reserves on existing loans or loans repaid | | — | | | — | | | (2,880) | | | (2,880) | |
| Balances as of September 30, 2020 | | $ | 323,629 | | | $ | (1,567) | | | $ | (12,461) | | | $ | 309,601 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Property type | | Number of loans | | Carrying value | | Commitment amount | | Percentage of portfolio |
| (In thousands) | | | | | | |
| | | | | | | | |
| Residential properties | | 24 | | | $ | 299,219 | | | $ | 367,400 | | | 97 | % |
| New Market Properties | | 0 | | | 0 | | | 0 | | | 0 | % |
| Preferred Office Properties | | 1 | | | 10,382 | | | 19,193 | | | 3 | % |
| Balances as of September 30, 2020 | | 25 | | | $ | 309,601 | | | $ | 386,593 | | | |
On September 3, 2020, we closed on a real estate loan investment of up to approximately $20.7 million to partially finance the development and construction of a 320-unit multifamily community to be located in suburban Atlanta, Georgia. The loan pays a current monthly interest rate of 8.5% per annum and accrues additional deferred interest of 5.5% per annum and matures on September 3, 2024.
On May 14, 2020, the Company closed on a real estate loan investment of up to $10.0 million in partial support of a 277-unit multifamily community to be located in Raleigh, North Carolina. The loan pays a current monthly interest rate of 8.5% per annum and accrues additional deferred interest of 5.5% per annum and matures on November 14, 2023.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
|
| | | | | | | | |
| | | March 31, 2020 | | December 31, 2019 |
| Number of loans | | 24 |
| | 27 |
|
| Number of underlying properties in development | | 17 |
| | 19 |
|
| (In thousands) | | | | |
| Drawn amount | | $ | 310,317 |
| | $ | 352,582 |
|
| Deferred loan origination fees | | (1,500 | ) | | (1,476 | ) |
| Allowance for loan losses | | (13,344 | ) | | (1,400 | ) |
| Carrying value | | $ | 295,473 |
| | $ | 349,706 |
|
| | | | | |
| Unfunded loan commitments | | $ | 62,866 |
| | $ | 61,718 |
|
| Weighted average current interest, per annum (paid monthly) | | 8.47 | % | | 8.48 | % |
| Weighted average accrued interest, per annum | | 3.54 | % | | 3.85 | % |
|
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Principal balance | | Deferred loan origination fees | | Loan loss allowance | | Credit Losses Reserve (CECL) | | Carrying value |
| Balances as of December 31, 2019 | | $ | 352,582 |
| | $ | (1,476 | ) | | $ | (1,400 | ) | | $ | — |
| | $ | 349,706 |
|
| Opening CECL reserve | | — |
| | — |
| | — |
| | (7,414 | ) | | (7,414 | ) |
| Loan fundings | | 11,631 |
| | — |
| | — |
| | — |
| | 11,631 |
|
| Loan repayments | | (53,896 | ) | | — |
| | — |
| | — |
| | (53,896 | ) |
| Loan origination fees collected | | — |
| | (267 | ) | | — |
| | — |
| | (267 | ) |
| Amortization of loan origination fees | | — |
| | 243 |
| |
|
| | — |
| | 243 |
|
| Reductions in reserves due to loan repayments | | — |
| | — |
| | — |
| | 245 |
| | 245 |
|
| Provision for credit losses | | — |
| | — |
| | — |
| | (4,775 | ) | | (4,775 | ) |
| Balances as of March 31, 2020 | | $ | 310,317 |
| | $ | (1,500 | ) | | $ | (1,400 | ) | | $ | (11,944 | ) | | $ | 295,473 |
|
|
| | | | | | | | | | | | | | |
| Property type | | Number of loans | | Carrying value | | Commitment amount | | Percentage of portfolio |
| (In thousands) | | | | | | |
| Residential properties | | 23 |
| | $ | 289,616 |
| | $ | 353,989 |
| | 98 | % |
| New Market Properties | | — |
| | — |
| | — |
| | — | % |
| Preferred Office Properties | | 1 |
| | 5,857 |
| | 19,193 |
| | 2 | % |
| Balances as of March 31, 2020 | | 24 |
| | $ | 295,473 |
| | $ | 373,182 |
| | |
On February 28, 2020, the Company closed on a real estate loan investment of up to approximately $13.4 million in partial support of a 256-unit multifamily community to be located in Charlotte, North Carolina. The loan pays a current monthly interest rate of 8.5% per annum and accrues additional deferred interest of 5.5% per annum and matures on February 28, 2025.
The Company's real estate loan investments are primarily 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. Prepayment of the real estate loans are permitted in whole, but not in part, without the Company's consent.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
As discussed in note 2, the Company established total expected credit losses against its existing portfolio of real estate loan investments on January 1, 2020. In doing so, it recorded a cumulative effect reduction adjustment to retained earnings of approximately $7.4 million.$7.4 million. For the quarter ended March 31,September 30, 2020, the Company recorded an aggregate net increasedecrease in its provision for expected credit losses of approximately $4.5 million.$0.8 million, primarily related to development projects achieving construction and leasing milestones.
As described in note 2, the Company assesses the credit quality of its real estate loan investments by a calculated loss reserve ratio, which is an internally-developed credit quality indicator. Loss reserve ratios reflect the amount of protection afforded by the amount of equity and debt financing subordinate to the Company's position in the project; higher reserve ratios reflect a lower amount of invested dollars junior to the Company's position. The following table presents the Company's aggregation of loan amounts by final reserve ratio as of March 31,September 30, 2020:
| | | | | | | | | | | | | | |
| Final reserve ratio | | Number of loans | | Total receivables by project, net of reserves (in thousands) |
| — | % | | 3 | | | $ | 28,921 | |
| 0.50 | % | | 10 | | | 108,630 | |
| 1.00 | % | | 3 | | | 17,876 | |
| 1.50 | % | | 4 | | | 26,729 | |
| 3.00 | % | | 3 | | | 27,902 | |
| 4.00 | % | | 1 | | | 126,768 | |
| 5.00% + | | 1 | | | 3,776 | |
| | | | |
| | 25 | | | $ | 340,602 | |
|
| | | | | | | | |
| Final reserve ratio | | Number of loans | | Total amount due (in thousands) |
| 0.50 | % | | 3 |
| | $ | 56,904 |
|
| 1.00 | % | | 1 |
| | 6,370 |
|
| 1.50 | % | | 9 |
| | 109,735 |
|
| 3.00 | % | | 2 |
| | 28,992 |
|
| 4.00 | % | | 1 |
| | 125,778 |
|
| 36.26 | % | | 1 |
| | 5,924 |
|
| | | | | |
| | | 17 |
| | $ | 333,703 |
|
The COVID-19 pandemic has, and will continue to have, impacts upon the development activity underlying our real estate loan investments, including the availability of labor, the supply and availability of construction materials and the ability to achieve leased stabilization. The Company's Berryessa real estate loan investment carriescarried a 4%4.0% final reserve ratio at March 31,September 30, 2020. The project is experiencingexperienced a temporary construction delay due to effects of the COVID-19 pandemic but is expected to resume shortly.resumed in the second quarter of 2020 when the force majeure order was lifted. The Company assesses its real estate loan investment portfolio for impacts from COVID-19 at the outset of the project, as well as both quantitatively and qualitatively at the achievement of construction and leasing milestones during the projects' lives.
The Company can make no assurances that economic or industry conditions or other circumstances will not lead to increases in allowances for credit losses.
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.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The Company's Starkville loan has been in default since August 20, 2019 under the terms of the underlying mezzanine loan agreement. During the fourth quarter of 2019, the Company recorded a specific loan loss reserve related to this loan totaling $1.4 million, reducing its net investment in the Starkville loan from $7.3 million, including accrued interest of $1.2 million, to a carrying amount of $5.9 million. Additionally, in In the first quarter of 2020, the Company also recorded a total ofan additional $2.1 million in reserves pertaining to this loan under ASU 2016-03, reducing its carrying amount to $3.8 million as of March 31,September 30, 2020. NaN additional reserves were recorded in the second or third quarters of 2020. See note 16.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
At March 31,September 30, 2020, the Company's 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 | |
| | | | September 30, 2020 | | December 31, 2019 | | |
| (In thousands) | | | | | | | | | | | | | |
Preferred Capital Marketing Services, LLC (1) | | N/A | | N/A | | $ | 0 | | | $ | 0 | | | $ | 650 | | | N/A | |
Preferred Apartment Advisors, LLC (1) | | N/A | | N/A | | 0 | | | 0 | | | 15,178 | | | N/A | |
Haven Campus Communities, LLC (1,2) | | 6/11/2014 | | 12/31/2018 | | 11,660 | | | 9,011 | | | 9,011 | | | 8 | % | |
| Newport Development Partners, LLC | | 6/17/2014 | | 6/30/2021 | | 1,000 | | | 0 | | | 0 | | | 12 | % | |
Oxford Capital Partners, LLC (3) | | 10/5/2015 | | 6/30/2021 | | 8,000 | | | 1,006 | | | 5,438 | | | 10 | % | |
Mulberry Development Group, LLC (4) | | 3/31/2016 | | 6/30/2021 | | 750 | | | 670 | | | 525 | | | 12 | % | |
360 Capital Company, LLC (4) | | 5/24/2016 | | 12/31/2020 | | 3,400 | | | 1,218 | | | 3,394 | | | 12 | % | |
360 Capital Company, LLC (1) | | 7/24/2018 | | N/A | | 0 | | | 0 | | | 7,754 | | | N/A | |
| Unamortized loan fees | | | | | | — | | | 0 | | | (33) | | | | |
| | | | | | | | | | | | | |
| | | | | | $ | 24,810 | | | $ | 11,905 | | | $ | 41,917 | | | | |
| | | | | | | | | | | | | |
(1) See related party disclosure in Note 6. |
(2) The amount payable under the note is collateralized by one of the principals of the borrower's 49.49% interest in an unrelated shopping center located in Atlanta, Georgia and a personal guaranty of repayment by the principals of the borrower. |
(3) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $2.0 million, are collateralized by a personal guaranty of repayment by the principals of the borrower. The overall decrease in the Oxford LOC balance is a function of an approximate $5.0 million paydown on July 31, 2020, that was required as part of the LOC agreement whenever a Capital Transaction involving the Manassas Palisades property occurred. This property was sold on July 31, 2020 and the related mezz loan was repaid to PAC. Therefore, a corresponding paydown on the Oxford LOC was made to reduce the sum of the principal balance. |
(4) 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. |
|
| | | | | | | | | | | | | | | | | | | | |
| Borrower | | Date of loan | | Maturity date | | Total loan commitments | | Outstanding balance as of: | | Interest rate | |
| | | | | March 31, 2020 | | December 31, 2019 | | |
| (In thousands) | | | | | | | | | | | | | |
Preferred Capital Marketing Services, LLC (1,7) | | N/A | | N/A | | $ | — |
| | $ | — |
| | $ | 650 |
| | N/A |
| |
Preferred Apartment Advisors, LLC (1,2,8) | | N/A | | N/A | | — |
| | — |
| | 15,178 |
| | N/A |
| |
Haven Campus Communities, LLC (1,3) | | 6/11/2014 | | 12/31/2018 | | 11,660 |
| | 9,011 |
| | 9,011 |
| | 8 | % | |
Oxford Capital Partners, LLC (4,5) | | 10/5/2015 | | 6/30/2020 | | 8,000 |
| | 5,577 |
| | 5,438 |
| | 10 | % | |
Mulberry Development Group, LLC (5) | | 3/31/2016 | | 6/30/2020 | | 750 |
| | 525 |
| | 525 |
| | 12 | % | |
360 Capital Company, LLC (5,6) | | 5/24/2016 | | 12/31/2020 | | 3,400 |
| | 1,218 |
| | 3,394 |
| | 12 | % | |
360 Capital Company, LLC (9) | | N/A | | N/A | | — |
| | — |
| | 7,754 |
| | N/A |
| |
| Unamortized loan fees | | | | | | | | — |
| | (33 | ) | | | |
| | | | | | | | | | | | | | |
| | | | | | | $ | 23,810 |
| | $ | 16,331 |
| | $ | 41,917 |
| | | |
| | | | | | | | | | | | | | |
(1) See related party disclosure in Note 6. |
(2) The amounts payable under this revolving credit line were collateralized by an assignment of the Former Manager's rights to fees due under the Sixth Amended and Restated Management Agreement between the Company and the Former Manager, or the Management Agreement. |
(3) The amount payable under the note is collateralized by one of the principals of the borrower's 49.49% interest in an unrelated shopping center located in Atlanta, Georgia and a personal guaranty of repayment by the principals of the borrower. |
(4) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $2.0 million, are collateralized by a personal guaranty of repayment by the principals of the borrower. |
(5) 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. |
(6) The amount payable under the note is collateralized by the developer's interest in the Fort Myers multifamily community project and a personal guaranty of repayment by the principals of the borrower. |
(7) The line of credit extended to Preferred Capital Marketing Services, with a total commitment of $1.5 million, was eliminated as part of the Internalization transaction discussed in note 6. |
(8) The line of credit extended to PAA, with a total commitment of $24 million, was eliminated as part of the Internalization transaction discussed in note 6. |
(9) The line of credit extended to 360 Capital Company, with a total commitment of $8 million, was paid off during the first quarter. |
On NovemberNovember 20, 2018, the borrower on the Haven Campus Communities, LLC line of credit defaulted on the loan, triggering the accrual of an additional 10% default interest rate, which is incremental to the original 8% currentcurrent interest rate. The amount of default interest recorded from the default date through March 31,September 30, 2020 was approximately $1.3$1.8 million. Under the terms of the loan, amounts collected are applied first to any legal costs incurred by the Company to collect amounts due on the loan; second, to pay any accrued default and current interest on the loan; and third, to repay the principal amount owed.
Based on the negotiated agreement between the Company and the borrowers, on March 27, 2019, the Company received the membership interests of the Haven49 student housing project in exchange for the complete settlement of the related Haven49 loans, which include the Haven Campus Communities Charlotte Member, LLC line of credit, the Haven49 mezzaninereal estate loan investment and the Haven49 member loan. Additionally, under the same agreement, the Company received payouts and credits totaling approximately $3.75 million towards the Haven Campus Communities, LLC line of credit. These amounts were applied in accordance with the terms of the line of credit. The Company retains a pledge of a 49.49% interest in an unrelated shopping center located in Atlanta, Georgia as collateral on the Haven Campus Communities, LLC line of credit, as well as personal guaranties of repayment from the principals of the borrower.
In January 2019 the Company filed a lawsuit to collect the amounts owed under the line of credit it provided to Haven Campus Communities, LLC.LLC. In September 2019, Haven Campus Communities, LLC answered the lawsuit and filed counterclaims against the Company and its affiliates. At this time, the case is in the early stages of discovery, so the Company is unable to make any estimates on timing or amounts that may be collected by the Company on its Haven Campus Communities, LLC line of credit.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
The Company recorded interest income and other revenue from these instruments as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest income | | Three month periods ended September 30, | | Nine-month periods ended September 30, |
| (In thousands) | | 2020 | | 2019 | | 2020 | | 2019 |
| Real estate loans: | | | | | | | | |
| Current interest | | $ | 6,921 | | | $ | 8,083 | | | $ | 21,070 | | | $ | 23,031 | |
| Additional accrued interest | | 3,052 | | | 3,471 | | | 9,208 | | | 10,040 | |
| Loan origination fee amortization | | 264 | | | 283 | | | 791 | | | 1,063 | |
| Purchase option termination fee amortization | | 421 | | | 1,283 | | | 4,896 | | | 6,900 | |
| Default interest | | 63 | | | 0 | | | 186 | | | 0 | |
| | | | | | | | |
| Total real estate loan revenue | | 10,721 | | | 13,120 | | | 36,151 | | | 41,034 | |
| Notes and lines of credit | | 536 | | | 1,865 | | | 2,056 | | | 4,278 | |
| Bank and money market accounts | | 1 | | | 169 | | | 38 | | | 562 | |
| Agency mortgage-backed securities | | 0 | | | 0 | | | 0 | | | 95 | |
| | | | | | | | |
| Interest income on loans and notes receivable | | $ | 11,258 | | | $ | 15,154 | | | $ | 38,245 | | | $ | 45,969 | |
|
| | | | | | | | |
| Interest income | | Three month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| Real estate loans: | | | | |
| Current interest | | $ | 7,357 |
| | $ | 7,469 |
|
| Additional accrued interest | | 3,295 |
| | 3,385 |
|
| Loan origination fee amortization | | 277 |
| | 315 |
|
| Purchase option termination fee amortization | | 4,040 |
| | 4,233 |
|
| Default interest | | 62 |
| | — |
|
| | | | | |
| Total real estate loan revenue | | 15,031 |
| | 15,402 |
|
| Notes and lines of credit | | 912 |
| | 1,490 |
|
| Bank and money market accounts | | 33 |
| | — |
|
| Agency mortgage-backed securities | | — |
| | 198 |
|
| | | | | |
| Interest income on loans and notes receivable | | $ | 15,976 |
| | $ | 17,090 |
|
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, any of which can cause the loans to create variable interests to the Company and require further evaluation as to whether the variable interest creates a 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 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 rights of the senior lenders 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 March 31,September 30, 2020 of approximately $310.3$323.6 million. The maximum aggregate amount of loans to be funded as of March 31,September 30, 2020 was approximately $373.2$386.6 million, which includes approximately $62.9$63.0 million of loan committed amounts not yet funded.
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. The Company evaluates the expected residual profit it expects to collect under the terms of the loan versus the expected residual profit expected to be collected by the developer (in conjunction with any equity investors, if applicable), along with the "loan versus investment" characteristics as set forth by ASC 310-25. For each loan, the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate in cases where (i) the majority of the expected residual profit is expected to be due the developer and (ii) the majority of "loan versus investment" tests indicate that the instrument is a loan.
The Company is subject to a geographic concentration of risk that could be considered significant with regard to the Newbergh, Newbergh Capital, Solis Kennesaw II, 8West, and Kennesaw Crossing and Solis Cumming Town Center real estate loan investments, all of which are partially supporting various real estate projects in or near Atlanta, Georgia. The drawn amount, inaddition to outstanding accrued interest, for these loans as of March 31,September 30, 2020 totaled approximately $49.8$56.5 million (with a total commitment amount of approximately $65.5$86.2 million). The Company is also subject to a geographic concentration of risk that could be considered significant with regard to the Sanibel Straits, Sanibel Straits Capital, E-Town, VintageVintage Destin, Hidden River II, Hidden River II Capital and Vintage Horizon West real estate loan investments, all of which are partially supporting various real estate projects in Florida. The drawn amount, inaddition to outstanding accrued interest, for these loans as of March 31,September 30, 2020 totaled approximately $57.2$56.4 million (with a total commitment amount of approximately $61.2 million).
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The event of a total failure to perform by the borrowers and guarantors would subject the Company to a total possible loss of the drawn amount and all outstanding accrued interest.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Freddie Mac K Program investments
On May 23, 2018, the Company purchased a subordinate tranche of Series 2018-ML04, a pool of 20 multifamily mortgages with a total pool size of approximately $276.3 million, from Freddie Mac. The purchase price of the subordinate tranche was approximately $4.7 million. On December 10, 2019, the Company sold its investment in Series 2018-ML04 for $6.2 million.
On March 28, 2019, the Company purchased a subordinate tranche of Series 2019-ML05, a pool of 21 multifamily mortgages with a total pool size of approximately $295.7 million, from Freddie Mac. The Company's tranche of the 2019-ML05 pool paid monthly interest of approximately $103,000. The purchase price of the subordinate tranche was approximately $18.4 million. On December 17, 2019, the Company sold its investment in Series 2019-ML05 for $20.4 million.
5. Redeemable Preferred Stock and Equity Offerings
On February 14, 2020, the Company's offering of a maximum of 1,500,000 Units, with each Unit consisting of one share of Series A Redeemable Preferred Stock, par value $0.01 per share, and one Warrant to purchase up to 20 shares of Common Stock (the "$1.5 Billion Unit Offering") expired. See note 6 for discussion regarding a termination fee agreement with and payment to Preferred Capital Securities, LLC, or PCS, an affiliate of the Company, in conjunction with the Company's winding down of the $1.5 Billion Unit Offering.
At March 31,September 30, 2020, the Company's active equity offerings consisted of:
•an offering of up to 1,000,000 Shares of Series A1 Redeemable Preferred Stock ("Series A1 Preferred Stock"), Series M1 Redeemable Preferred Stock ("Series M1 Preferred Stock"), or a combination of both (collectively the "Series A1/M1 Offering"); and
•an offering of up to $400 million of equity or debt securities (the "2019 Shelf Offering"), including an offering of up to $125 million of Common Stock from time to time in an "at the market" offering (the "2019 ATM Offering"); and
•an offering of up to $100 million of equity securities for the Preferred Office Growth Fund, a consolidated entity (the
“Preferred Office Growth Fund Offering”).
Certain offering costs are not related to specific closing transactions and are recognized as a reduction of stockholders' equity in the proportion of the number of instruments issued to the maximum number of shares of Preferred Stock anticipated to be issued. Any offering costs not yet reclassified as reductions of stockholders' equity are are reflected in the asset section of the consolidated balance sheets as deferred offering costs.
Cumulative gross proceeds and offering costs for our active equity offerings consisted of:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | Deferred Offering Costs | | | | |
| Offering | | Total offering | | Gross proceeds as of September 30, 2020 | | Reclassified as reductions of stockholders' equity | | Recorded as deferred assets | | Total | | Specifically identifiable offering costs (3) | | Total offering costs |
$1.5 Billion Unit Offering (1) | | 1,500,000 | | | $ | 1,236,414 | | | $ | 15,874 | | | $ | 0 | | | $ | 15,874 | | | $ | 115,650 | | | $ | 131,524 | |
| Series A1/M1 Offering | | 1,000,000 | | | 115,893 | | | 426 | | | 3,251 | | | 3,677 | | | 11,023 | | | 14,700 | |
2019 Shelf Offering (2) | | 400,000 | | | 4,614 | | | 22 | | | 975 | | | 997 | | | 92 | | | 1,089 | |
| Preferred Office Growth Fund | | 100,000 | | | 0 | | | 0 | | | 495 | | | 495 | | | 3 | | | 498 | |
| | | | | | | | | | | | | | |
| Total | | $ | 3,000,000 | | | $ | 1,356,921 | | | $ | 16,322 | | | $ | 4,721 | | | $ | 21,043 | | | $ | 126,768 | | | $ | 147,811 | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | Deferred Offering Costs | | | | |
| Offering | | Total offering | | Gross proceeds as of March 31, 2020 | | Reclassified as reductions of stockholders' equity | | Recorded as deferred assets | | Total | | Specifically identifiable offering costs (1) | | Total offering costs |
$1.5 Billion Unit Offering (2) | | 1,500,000 |
| | 1,236,414 |
| | 15,099 |
| | — |
| | 15,099 |
| | 115,645 |
| | 130,744 |
|
| Series A1/M1 Offering | | 1,000,000 |
| | 38,805 |
| | 74 |
| | 1,839 |
| | 1,913 |
| | 3,854 |
| | 5,767 |
|
| 2019 Shelf Offering | | 400,000 |
| | — |
| | — |
| | 858 |
| | 858 |
| | — |
| | 858 |
|
| | | | | | | | | | | | | | | |
| Total | | $ | 2,900,000 |
| | $ | 1,275,219 |
| | $ | 15,173 |
| | $ | 2,697 |
| | $ | 17,870 |
| | $ | 119,499 |
| | $ | 137,369 |
|
(1) (2) The $125 million ATM Offering is a part of the $400 million Shelf Offering and therefore it is not included in the total.
(3) These offering costs specifically identifiable to Unit offering closing transactions, such as commissions, dealer manager fees, and other registration fees, are reflected as a reduction of stockholders' equity at the time of closing.
(2) The $1.5 Billion Unit Offering expired on February 14, 2020.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Series A1/M1 Preferred Stock Offering
On September 27, 2019, the Company’s registration statement on Form S-3 (Registration No. 333-233576) (the “Series A1/M1 Registration Statement”) was declared effective by the SEC. Shares of Series A1 Preferred Stock and Series M1 Preferred Stock issued under the Series A1/M1 Registration Statement are each offered at a price of $1,000 per share, subject to adjustment under certain conditions.
Each share of Series A1 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 Series A1 Preferred Stock allows redemptions at the option of the holder from the date of issuance through the first year subject to a 13% redemption fee. After year one, the redemption fee decreases to 10%, after year two the redemption fee decreases to 5% and after year three there is no redemption fee. Any redeemed shares of Series A1 Preferred Stock are entitled to any accrued but unpaid dividends at the time of the redemption and any redemptions may be in cash or Common Stock, at the Company’s discretion.
Each share of Series M1 Preferred Stock ranks senior to Common Stock with respect to dividend rights and carries a cumulative annual dividend beginning at 6.1% of the stated per share value of $1,000, payable monthly as declared by the Company’s board of directors. The annual dividend rate increases by 0.1% on each anniversary of the issuance date up to a maximum annual dividend rate of 7.1%. Dividends begin accruing on the date of issuance. The redemption schedule of the Series M1 Preferred Stock allows redemptions at the option of the holder from the date of issuance of the Series M1 Preferred Stock through the first year at the stated value per share minus dividends paid for the three most previous dividend declaration dates. After year one, the shares of Series M1 Preferred Stock may be redeemed at 100% of the stated value per share. Any redeemed shares of Series M1 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.
Both the Series A1 Preferred Stock and the Series M1 Preferred Stock are callable by the Company after the second anniversary of the date of original issuance at 100% of the stated value per share.
Aggregate offering expenses of the Series A1/M1 Preferred Stock Offering, including selling commissions and dealer manager fees for the Series A1 Preferred Stock and only dealer manager fees for the Series M1 Preferred Stock, are capped at 12.0% of aggregate gross proceeds of the offering. The Company could have reimbursed its Former Manager up to 2.0% of the gross proceeds of such offerings for all organization and offering expenses that were incurred by the Former Manager through the date of the Internalization. However, upon approval by the conflicts committee of the board of directors, the Company could have reimbursed its Former Manager for any such organization and offering expenses incurred above the 2.0% amount as permitted by the Financial Industry Regulatory Authority, or FINRA. Dealer manager fees and sales commissions for the Series A1/M1 Preferred Stock Offering are not reimbursable.
The shares are being offered by PCS on a "reasonable best efforts" basis. The Company intends to invest substantially all the net proceeds of the Series A1/M1 Registration Statement in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes.
6. Related Party Transactions
On January 31, 2020, the Company internalized the functions performed by the Former Manager and New Market Advisors, LLC ("Sub-Manager")Sub-Manager by acquiring the entities that owned the Former Manager and the Sub-Manager for an aggregate purchase price of $154 million, plus up to $25 million of additional consideration to be paid within 36 months, due upon the earlier of (i) if, for the immediately preceding fiscal year beginning on January 1, funds from operations ("FFO") of the Company per weighted average basic share of the Company’s common stock and Class A Unit (as defined in the limited partnership agreement of PAC OP) outstanding for such fiscal year is determined to be greater than or equal to $1.55 or (ii) on the thirty-six (36) month anniversary of the closing of the Internalization. Pursuant to the Stock Purchase Agreement, the sellers sold all of the outstanding shares of capital stock of NELL Partners, Inc. ("NELL") and NMA Holdings, Inc. ("NMA") to PAC Carveout, LLC ("PAC Sub") in exchange for an aggregate of approximately $111.1 million in cash paid at the closing which reflects the satisfaction of certain indebtedness of NELL, the estimated net working capital adjustment, and a hold back of $15 million for certain specified matters (the "Specified Matters Holdback Amount"). The Specified Matters Holdback Amount is payable to the NELL sellers less certain losses following final resolution of any such specified matters.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Daniel M. DuPree and Leonard A. Silverstein were executive directors of NELL Partners, Inc., which controlled the Former Manager through the date of the Internalization. Daniel M. DuPree was the Chief Executive Officer and Leonard A. Silverstein was the President and Chief Operating Officer of the Former Manager. Trusts established, or entities owned, by the family of John A. Williams, Daniel M. DuPree, the family of Leonard A. Silverstein, the Company’s former Vice Chairman of the Board, and formerPresident and Chief Operating Officer, were the owners of NELL. Trusts established, or entities owned, by Joel T. Murphy, the Company’s Chief Executive Officer and a member of the Board, the family of Mr. Williams, Mr. DuPree and the family of Mr. Silverstein were the owners of NMA.the Sub-Manager.
The Company's Haven 12 real estate loan investment and Haven Campus Communities LLC line of credit are both supported in part by a guaranty of repayment and performance by John A. Williams, Jr., the son of the late John A. Williams, the Company's former Chief Executive Officer and Chairman of the Board. Because the terms of these loans were negotiated and agreed upon while John A. Williams was the Chief Executive Officer of the Company, these instruments will continue to be reported as related party transactions until the loans are repaid.
The Company's Wiregrass and Wiregrass Capital real estate loan investments partially financed the development of a multifamily community in Tampa, Florida by the Altman Companies. Timothy A. Peterson is a member of management of the Altman Companies as well as Chairman of the Audit Committee of the Company's Board of Directors. The Wiregrass loans and the acquisition of the underlying property on March 31, 2020 as described in note 3, therefore qualify as related party transactions.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The Management Agreement entitled the Former Manager to receive compensation for various services it performed related to acquiring assets and managing properties on the Company's behalf:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| Type of Compensation | | Basis of Compensation | | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | | | |
| Acquisition fees | | 1.0% of the gross purchase price of real estate assets | | $ | 0 | | | $ | 2,864 | | | $ | 235 | | | $ | 5,467 | |
| Loan origination fees | | 1.0% of the maximum commitment of any real estate loan, note or line of credit receivable | | 0 | | | 148 | | | 0 | | | 674 | |
| Loan coordination fees | | 0.6% of any assumed, new or supplemental debt incurred in connection with an acquired property | | 0 | | | 1,100 | | | 47 | | | 2,065 | |
| Asset management fees | | Monthly fee equal to one-twelfth of 0.50% of the total book value of assets, as adjusted | | 0 | | | 3,981 | | | 1,349 | | | 11,546 | |
| Property management fees | | Monthly fee up to 4% of the monthly gross revenues of the properties managed | | 0 | | | 2,557 | | | 890 | | | 7,509 | |
| General and administrative expense fees | | Monthly fee equal to 2% of the monthly gross revenues of the Company | | 0 | | | 1,557 | | | 616 | | | 4,624 | |
| Construction management fees | | Quarterly fee for property renovation and takeover projects | | 0 | | | 73 | | | 14 | | | 208 | |
| Disposition fees | | 1% of the sale price of a real estate asset | | 0 | | | 0 | | | 0 | | | 16 | |
| | | | | | | | | | |
| | | | $ | 0 | | | $ | 12,280 | | | $ | 3,151 | | | $ | 32,109 | |
|
| | | | | | | | | | |
| (In thousands) | | | | Three-month periods ended March 31, |
| Type of Compensation | | Basis of Compensation | | 2020 | | 2019 |
| | | | | | | |
| Acquisition fees | | 1.0% of the gross purchase price of real estate assets | | $ | 235 |
| | $ | 1,400 |
|
| Loan origination fees | | 1.0% of the maximum commitment of any real estate loan, note or line of credit receivable | | — |
| | 401 |
|
| Loan coordination fees | | 0.6% of any assumed, new or supplemental debt incurred in connection with an acquired property | | 47 |
| | 344 |
|
| Asset management fees | | Monthly fee equal to one-twelfth of 0.50% of the total book value of assets, as adjusted | | 1,349 |
| | 3,725 |
|
| Property management fees | | Monthly fee up to 4% of the monthly gross revenues of the properties managed | | 890 |
| | 2,457 |
|
| General and administrative expense fees | | Monthly fee equal to 2% of the monthly gross revenues of the Company | | 616 |
| | 1,486 |
|
| Construction management fees | | Quarterly fee for property renovation and takeover projects | | 14 |
| | 57 |
|
| Disposition fees | | 1% of the sale price of a real estate asset | | — |
| | — |
|
| Contingent asset management fees / general and administrative fees | | Recognized upon disposition of the property when exceeding the 7% IRR hurdle | | — |
| | — |
|
| | | | | | | |
| | | | | $ | 3,151 |
| | $ | 9,870 |
|
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
The Former Manager waived some of the asset management, property management, or general and administrative fees for properties owned by the Company. A cumulative total of approximatelyapproximately $25.6 million of combined asset management and general and administrative fees related to acquired properties had been waived by the Former Manager; at the date of Internalization, all of the remaining contingent fees of $24.1 million were eliminated in conjunctionconjunction with the Company's Internalization transaction.
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-month periods ended September 30, | | Nine-month periods ended September 30, |
| (In thousands) | | 2020 | | 2019 | | 2020 | | 2019 |
| | $ | 0 | | | $ | 4,681 | | | $ | 1,430 | | | $ | 12,973 | |
|
| | | | | | | | |
| (In thousands) | | | | |
| | | Three-month periods ended March 31, |
| | | 2020 | | 2019 |
| | | $ | 1,430 |
| | $ | 4,079 |
|
The Former Manager utilized 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 Former Manager was reimbursed $40,451 and $128,801$384,243 for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, respectively and Preferred Capital Securities, LLC, or PCS, was reimbursed $0 and $337,344$1,022,855 for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019, respectively. These costs are recorded as deferred offering costs until such time as additional closings occur on the Series A1/M1 Preferred Stock Offering or the 2019 Shelf Offering, at
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
which time they are reclassified on a pro-rata basis as a reduction of offering proceeds within stockholders’ equity. In conjunction with the winding down of the $1.5 Billion Unit Offering, the Company has engaged PCS to perform certain termination-related services. These services began in October 2019 and will continuecontinued through April 2020. For the three-monthnine-month period ended March 31,September 30, 2020, the Company paid an additional $2.3$3.1 million for these services, which were recorded as deferred offering costs.
Prior to the Internalization, the Company held a promissory note in the amount of approximately $650,000 due from Preferred Capital Marketing Services, LLC, or PCMS, which is a wholly-owned subsidiary of NELL Partners and a revolving line of credit with a maximum borrowing amount of $24.0 million to its Manager. Both of these instruments were extinguished in connection with the Internalization transaction.
Of the Company’s $20.2$24.8 million accrued interest receivable on real estate loans balance on the Consolidated Balance Sheet, approximately$1.2interest receivable of approximately $1.2 million relates to the Haven 12 real estate loan investment, which is to a related party. Interest receivable of approximately $1.2$2.0 million on its Haven Campus Communities, LLC line of credit is included in the tenant receivables and other assets line.
7. Dividends and Distributions
The Company declares and pays monthly cash dividend distributions in the amount of $5.00 per share per month on its Series A Preferred Stock and its Series A1 Preferred Stock. For the Company's mSharesSeries M Preferred Stock, or mShares, dividends are paid on an escalating scale of $4.79 per month in the first year following share issuance, increasing each year to $6.25 per month in year eight and beyond. Similarly, for the Company's Series M1 Preferred Stock, dividends are paid on an escalating scale of $5.08 per month in the first year following share issuance, increasing each year to $5.92 per month in year ten and beyond. All preferred stock dividends are prorated for partial months at issuance as necessary.
Given the nature of the escalating dividends associated with the Company’s mShares Preferred Stock and Series M1 Preferred Stock, the Company accrues dividends at the effective dividend rate in accordance with GAAP. This results in the Company recording larger dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the first four years after issuance with respect to the mShares and the first five years after issuance with respect to the Series M1 Preferred Stock. Similarly, this will result in the Company recording smaller dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the fifth through the eighth year after issuance with respect to the mShares and the sixth through the tenth year after issuance with respect to the Series M1 Preferred Stock. Following the escalation period (year eight for the mShares Preferred Stock and year ten for the Series M1 Preferred Stock), the dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations will equal the dividend paid.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
The Company declared aggregate quarterly cash dividends on its Common Stock of $0.2625$0.175 and $0.26$0.2625 per share for the three-month periods ended March 31,September 30, 2020 and 2019 respectively and $0.6125 and $0.7850 per share for the nine-month periods ended September 30, 2020 and 2019, respectively. The holders of Class A OP Units of the Operating Partnership are entitled to equivalent distributions as the dividends declared on the Common Stock. At March 31,September 30, 2020, the Company had 774,687742,413 Class A OP Units outstanding, which are exchangeable on a one-for-one basis for shares of Common Stock or the equivalentequivalent amount of cash.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The Company's dividend and distribution activity consisted of:
| | | | | | | | | | | | | | |
| | Dividends and distributions declared |
| | For the nine-month periods ended September 30, |
| (In thousands) | | 2020 | | 2019 |
| | | | |
| Series A Preferred Stock | | $ | 97,272 | | | $ | 79,351 | |
| mShares | | 4,903 | | | 3,176 | |
| Series A1 Preferred Stock | | 2,209 | | | 0 | |
| Series M1 Preferred Stock | | 217 | | | 0 | |
| Common Stock | | 29,895 | | | 34,599 | |
| Restricted Stock and Class A OP Units | | 559 | | | 683 | |
| | | | |
| Total | | $ | 135,055 | | | $ | 117,809 | |
|
| | | | | | | | |
| | | Dividends and distributions declared |
| | For the three-month periods ended March 31, |
| | | 2020 | | 2019 |
| (In thousands) | | | | |
| Series A Preferred Stock | | $ | 31,100 |
| | $ | 24,733 |
|
| mShares | | 1,746 |
| | 806 |
|
| Series A1 Preferred Stock | | 212 |
| | — |
|
| Series M1 Preferred Stock | | 10 |
| | — |
|
| Common Stock | | 12,491 |
| | 11,195 |
|
| Class A OP Units | | 203 |
| | 229 |
|
| | | | | |
| Total | | $ | 45,762 |
| | $ | 36,963 |
|
8. Equity Compensation
Stock Incentive Plan
On May 2, 2019, the Company’s board of directors adopted, and the Company’s Common stockholders approved, the Preferred Apartment Communities, Inc. 2019 Stock Incentive Plan, or the 2019 Plan, to incentivize, compensate and retain eligible officers, consultants, and non-employee directors. The 2019 Plan increased the aggregate number of shares of Common Stock authorized for issuance under the 2011 Plan from 2,617,500 to 3,617,500. The 2019 Plan does not have a stated expiration date.
Equity compensation expense by award type for the Company was:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, | | Unamortized expense as of September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 | | 2020 |
| | | | | | | | | | |
| Class B Unit awards to employees: | | | | | | | | | | |
| 2016 | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 2 | | | $ | 0 | |
| 2017 | | 0 | | | 78 | | | 3 | | | 234 | | | 0 | |
| 2018 | | 70 | | | 72 | | | 191 | | | 215 | | | 71 | |
| Restricted stock grants to Board members: | | | | | | | | | | |
| 2018 | | | 0 | | | 0 | | | 0 | | | 120 | | | 0 | |
| 2019 | | | 0 | | | 106 | | | 140 | | | 176 | | | 0 | |
| 2020 | | | 133 | | | 0 | | | 222 | | | 0 | | | 310 | |
| Restricted stock grants for employees: | | | | | | | | | | |
| 2020 | | | 242 | | | 0 | | | 279 | | | 0 | | | 3,601 | |
| Performance-based restricted stock units: | | | | | | | | | | |
| 2020 | | | 92 | | | 0 | | | 92 | | | 0 | | | 1,753 | |
| Restricted stock units to employees: | | | | | | | | | | |
| 2017 | | | 0 | | | 15 | | | 0 | | | 53 | | | 0 | |
| 2018 | | | 14 | | | 15 | | | 38 | | | 55 | | | 19 | |
| 2019 | | | 16 | | | 19 | | | 47 | | | 67 | | | 94 | |
| 2020 | | | 15 | | | 0 | | | 46 | | | 0 | | | 137 | |
| | | | | | | | | | | |
| Total | | | $ | 582 | | | $ | 305 | | | $ | 1,058 | | | $ | 922 | | | $ | 5,985 | |
|
| | | | | | | | | | | | | |
| | | | Three-month periods ended March 31, | | Unamortized expense as of March 31, |
| (In thousands) | | 2020 | | 2019 | | 2020 |
| | | | | | | |
| Class B Unit awards: | | | | | | |
| 2016 | | $ | — |
| | $ | 2 |
| | $ | — |
|
| 2017 | | 3 |
| | 78 |
| | — |
|
| 2018 | | 71 |
| | 72 |
| | 216 |
|
| Restricted stock grants: | | | | | | |
| 2017 | | | — |
| | — |
| | — |
|
| 2018 | | | — |
| | 90 |
| | — |
|
| 2019 | | | 105 |
| | — |
| | 35 |
|
| Restricted stock units: | | | | | | |
| 2017 | | | — |
| | 18 |
| | — |
|
| 2018 | | | 14 |
| | 19 |
| | 63 |
|
| 2019 | | | 19 |
| | 32 |
| | 145 |
|
| 2020 | | | 18 |
| | — |
| | 202 |
|
| | | | | | | | |
| Total | | | $ | 230 |
| | $ | 311 |
| | $ | 661 |
|
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
MarchSeptember 30, 2020
Performance-based Restricted Stock Unit Grants
On July 31, 2020, the Company awarded performance-based restricted stock units (“PSUs”) to certain of its senior executives. Each PSU represents the right to receive one share of APTS common stock upon satisfaction of both (i) the market condition, at which time the PSUs become earned PSUs, and (ii) the service requirement, beyond which point the PSUs become vested PSUs.
The market condition requirement of the PSUs consists of a relative measure of total shareholder return (“TSR”) of the Company's Common Stock versus the average TSR of a select group of publicly-traded peer companies. TSR is calculated by dividing the sum of price appreciation and cumulative dividends over the performance period divided by the beginning value of the common stock at the performance period commencement date (July 1, 2020), where the determining values are derived by calculating the 20-day volume weighted average stock price preceding both the performance period commencement date and the performance period end date (June 30, 2023). PSUs will become earned PSUs according to the percentile rank of the TSR of Company's Common Stock versus the peer group’s average TSR, as shown in the following table:
| | | | | | | | |
| Level | Relative TSR performance (percentile rank versus peers) | Earned PSUs (% of target) |
| < Threshold | <35th Percentile | 0% |
| Threshold | 35th Percentile | 50% |
| Target | 55th Percentile | 100% |
| Maximum | >=75th Percentile | 200% |
The number of PSUs that become earned PSUs can range between 0% and 200% of the original (target) number of PSUs awarded and actual percentile ranking results between the 35th and 75th percentile are to be interpolated between the percentage earned values shown.
In order for earned PSUs to become vested PSUs, the participant must remain continuously employed by the Company or an affiliate company (i) from the grant date through the payout determination date (expected to be no more than 5 days following the performance period end date) for 50% of the PSU award and (ii) from the grant date through the first anniversary of the performance period end date for the remaining 50% of the PSU award.
Since the PSUs vest in part based upon achievement of a market condition, they were valued utilizing a Monte-Carlo simulation, that excludes the value of Common Stock dividends since dividend equivalents accrue separately to the award holders. The underlying valuation assumptions and result for the Performance RSU award was:
| | | | | | | | |
| Stock price on grant date | | $ | 7.23 | |
| Dividend yield | | 6.87 | % |
| Expected volatility | | 44.40 | % |
| Risk-free interest rate | | 0.11 | % |
| | |
| Target number of PSUs granted: | | |
| First vesting tranche | | 136,462 | |
| Second vesting tranche | | 136,467 | |
| | 272,929 | |
| | |
| Calculated fair value per PSU | | $ | 6.76 | |
| | |
| Total fair value of PSUs | | $ | 1,845,000 | |
| | |
The expected dividend yield assumptions were derived from the Company’s closing prices of the Common Stock and historical dividend amounts over the trailing five-year period from the grant date.
The Company's own stock price history over the 2.91 year period trailing the grant date was utilized as the expected volatility assumption.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The risk-free rate assumptions were obtained from the grant date yields on zero coupon U.S. Treasury STRIPS that have a term equal to the length of the remaining Performance Period and were calculated as the interpolated rate between the two-year and three-year yield percentages.
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 service years 2017-2019 vested (or are scheduled to vest) on a pro-rata basis over the four consecutive 90-day periods following the date of grant. The restricted stock grant for service year 2020 is scheduled to vest on the one-year anniversary of the date of grant.
| | | | | | | | | | | | | | | | | | | | |
| Service year | | Shares | | Fair value per share | | Total compensation cost (in thousands) |
| 2017 | | 24,408 | | | $ | 14.75 | | | $ | 360 | |
| 2018 | | 24,810 | | | $ | 14.51 | | | $ | 360 | |
| 2019 | | 26,446 | | | $ | 15.88 | | | $ | 420 | |
| 2020 | | 66,114 | | | $ | 8.05 | | | $ | 532 | |
On June 17, 2020, the Company granted Restricted Stock to certain of its executives and employees. The fair value per share of $8.05 was based upon the closing price of the Company's Common Stock on the business day preceding the grant date. A total of 137,741 shares representing a fair value of approximately $1.1 million will vest on the four year anniversary of the grant date and 344,356 shares representing a fair value of approximately $2.8 million will vest on a pro-rata basis on each of the four succeeding anniversaries of the grant date.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
|
| | | | | | | | | | | |
| Service year | | Shares | | Fair value per share | | Total compensation cost (in thousands) |
| 2017 | | 24,408 |
| | $ | 14.75 |
| | $ | 360 |
|
| 2018 | | 24,810 |
| | $ | 14.51 |
| | $ | 360 |
|
| 2019 | | 26,446 |
| | $ | 15.88 |
| | $ | 420 |
|
Class B OP Units
As of March 31,September 30, 2020, cumulative activity of grants of Class B Units of the Operating Partnership, or Class B OP units, was:
| | | | | | | | | | | | | | |
| | Grant date |
| | 1/2/2018 | | 1/3/2017 |
| | | | |
| Units granted | | 256,087 | | | 286,392 | |
| Units forfeited: | | | | |
John A. Williams (1) | | (38,284) | | | 0 | |
Voluntary forfeiture by senior executives (2) | | (128,258) | | | 0 | |
| Other | | (24,237) | | | (5,334) | |
| | | | |
| Total forfeitures | | (190,779) | | | (5,334) | |
| | | | |
| Units earned and converted into Class A Units | | 0 | | | (281,058) | |
| | | | |
| Class B Units outstanding at September 30, 2020 | | 65,308 | | | 0 | |
| | | | |
| Units unearned but vested | | 48,678 | | | 0 | |
| Units unearned and not yet vested | | 16,630 | | | 0 | |
| | | | |
| Class B Units outstanding at September 30, 2020 | | 65,308 | | | 0 | |
| | | | |
(1) Pro rata modification of award on April 16, 2018, the date of Mr. Williams' passing. |
(2) Additional Class B OP units granted to senior executives other than Mr. Williams were voluntarily forfeited at the end of 2018. |
|
| | | | | | |
| | | Grant date |
| | | 1/2/2018 | | 1/3/2017 |
| | | | | |
| Units granted | | 256,087 |
| | 286,392 |
|
| Units forfeited: | | | | |
John A. Williams (1) | | (38,284 | ) | | — |
|
Voluntary forfeiture by senior executives (2) | | (128,258 | ) | | — |
|
| Other | | (22,722 | ) | | (5,334 | ) |
| | | | | |
| Total forfeitures | | (189,264 | ) | | (5,334 | ) |
| | | | | |
| Units earned and converted into Class A Units | | — |
| | (281,058 | ) |
| | | | | |
| Class B Units outstanding at March 31, 2020 | | 66,823 |
| | — |
|
| | | | | |
| Units unearned but vested | | 49,688 |
| | — |
|
| Units unearned and not yet vested | | 17,135 |
| | — |
|
| | | | | |
| Class B Units outstanding at March 31, 2020 | | 66,823 |
| | — |
|
| | | | | |
(1) Pro rata modification of award on April 16, 2018, the date of Mr. Williams' passing. |
(2) Additional Class B OP units granted to senior executives other than Mr. Williams were voluntarily forfeited at the end of 2018. |
There were no0 grants of Class B OP Units for 2019 or 2020.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
The underlying valuation assumptions and results for the 2018 Class B OP Unit awards were:
| | | | | | | | |
| Grant date | | 1/2/2018 |
| Stock price | | $ | 20.19 | |
| Dividend yield | | 4.95 | % |
| Expected volatility | | 25.70 | % |
| Risk-free interest rate | | 2.71 | % |
| | |
| Number of Units granted: | | |
| One year vesting period | | 171,988 | |
| Three year vesting period | | 84,099 | |
| | 256,087 | |
| | |
| Calculated fair value per Unit | | $ | 16.66 | |
| | |
| Total fair value of Units | | $ | 4,266,409 | |
| | |
| Target market threshold increase | | $ | 5,660,580 | |
|
| | | | |
| Grant dates | | 1/2/2018 |
| Stock price | | $ | 20.19 |
|
| Dividend yield | | 4.95 | % |
| Expected volatility | | 25.70 | % |
| Risk-free interest rate | | 2.71 | % |
| | | |
| Number of Units granted: | | |
| One year vesting period | | 171,988 |
|
| Three year vesting period | | 84,099 |
|
| | | 256,087 |
|
| | | |
| Calculated fair value per Unit | | $ | 16.66 |
|
| | | |
| Total fair value of Units | | $ | 4,266,409 |
|
| | | |
| Target market threshold increase | | $ | 5,660,580 |
|
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 $0.25 for the 2018 awards.
For the 2018 awards, the Company's own stock price history was utilized as the basis for deriving the expected volatility assumption.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
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 date.
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
The Company, made grants of restricted stock units, or RSUs, to its employees under the 2019 Plan, and prior to Internalization, made grants of RSUs to certain employees of affiliates of the Company under the 2011 Plan, as shown in the following table:
| | | | | | | | | | | | | | | | | |
| Grant date | 1/2/2020 | | 1/2/2019 | | 1/2/2018 |
| Service period | 2020-2022 | | 2019-2021 | | 2018-2020 |
| | | | | |
| RSU activity: | | | | | |
| Granted | 21,400 | | | 27,760 | | | 20,720 | |
| Forfeited | (2,100) | | | (6,581) | | | (6,874) | |
| | | | | |
| RSUs outstanding at September 30, 2020 | 19,300 | | | 21,179 | | | 13,846 | |
| | | | | |
| RSUs unearned but vested | 0 | | | 7,141 | | | 9,306 | |
| RSUs unearned and not yet vested | 19,300 | | | 14,038 | | | 4,540 | |
| | | | | |
| RSUs outstanding at September 30, 2020 | 19,300 | | | 21,179 | | | 13,846 | |
| | | | | |
| Fair value per RSU | $ | 9.47 | | | $ | 10.77 | | | $ | 16.66 | |
| Total fair value of RSU grant | $ | 202,658 | | | $ | 298,975 | | | $ | 345,195 | |
|
| | | | | | | | | | | |
| Grant date | 1/2/2020 |
| | 1/2/2019 |
| | 1/2/2018 |
|
| Service period | 2020-2022 |
| | 2019-2021 |
| | 2018-2020 |
|
| | | | | | |
| RSU activity: | | | | | |
| Granted | 21,400 |
| | 27,760 |
| | 20,720 |
|
| Forfeited | (600 | ) | | (4,360 | ) | | (5,720 | ) |
| Units earned and converted into common stock | — |
| | — |
| | — |
|
| | | | | | |
| RSUs outstanding at March 31, 2020 | 20,800 |
| | 23,400 |
| | 15,000 |
|
| | | | | | |
| RSUs unearned but vested | — |
| | 7,823 |
| | 10,028 |
|
| RSUs unearned and not yet vested | 20,800 |
| | 15,577 |
| | 4,972 |
|
| | | | | | |
| RSUs outstanding at March 31, 2020 | 20,800 |
| | 23,400 |
| | 15,000 |
|
| | | | | | |
| Fair value per RSU | $ | 10.58 |
| | $ | 10.77 |
| | $ | 16.66 |
|
| Total fair value of RSU grant | $ | 226,412 |
| | $ | 298,975 |
| | $ | 345,195 |
|
The RSUs vest in three equal consecutive one-yearone-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
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
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 are settled in shares of 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.
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 per RSU were utilized to calculate the total fair values of the RSUs. The total fair value amounts pertaining to grants of RSUs, net of forfeitures, are amortized as compensation expense over the three one-year periods ending on the three successive anniversaries of the grant dates.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
9. Indebtedness
Mortgage Notes Payable
Mortgage financing of property acquisitions
During the three-monthnine-month period ended March 31,September 30, 2020, the Company obtained original mortgage financing on the following properties as shown in the following table:
| | | Property | | Date | | Initial principal amount (in thousands) | | Fixed/Variable rate | | Interest rate | | Maturity date | Property | | Date | | Initial principal amount
(in thousands) | | Fixed/Variable rate | | Interest rate | | Maturity date |
| | | | | | | | | | | | | | | | | |
| 251 Armour Yards | | 1/22/2020 | | $ | 3,522 |
| | Fixed | | 4.50 | % | | 1/22/2025 | 251 Armour Yards | | 1/22/2020 | | $ | 3,522 | | | Fixed | | 4.50 | % | | 1/22/2025 |
| Wakefield Crossing | | 1/29/2020 | | 7,891 |
| | Fixed | | 3.66 | % | | 2/1/2032 | Wakefield Crossing | | 1/29/2020 | | 7,891 | | | Fixed | | 3.66 | % | | 2/1/2032 |
| Morrocroft Centre | | 3/19/2020 | | 70,000 |
| | Fixed | | 3.40 | % | | 4/10/2033 | Morrocroft Centre | | 3/19/2020 | | 70,000 | | | Fixed | | 3.40 | % | | 4/10/2033 |
| Horizon at Wiregrass Ranch | | Horizon at Wiregrass Ranch | | 4/23/2020 | | 52,000 | | | Fixed | | 2.90 | % | | 5/1/2030 |
| Parkside at the Beach | | Parkside at the Beach | | 4/30/2020 | | 45,037 | | | Fixed | | 2.95 | % | | 5/1/2030 |
| | | | | | | | | |
| | | $ | 81,413 |
| | | | | $ | 178,450 | | |
Repayments and refinancings
The following table summarizes our mortgage debt refinancing and repayment activity for the three-monthnine-month periods ended March 31,September 30, 2020 and 2019:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Date | | Property | | Previous balance (millions) | | Previous interest rate / spread over 1 month LIBOR | | Loan refinancing costs expensed | | New balance (millions) | | New interest rate | | Total deferred loan costs subsequent to refinancing |
| | | | | | | | | | | | | | | |
| 1/3/2020 | | Ursa | | $ | 31.4 |
| | L + 300 |
| | $ | — |
| | $ | — |
| | n/a |
| | $ | — |
|
| 2/28/2019 | | Lenox Village Town Center | | $ | 29.2 |
| | 3.82 | % | | $ | 17,000 |
| | $ | 39.3 |
| | 4.34 | % | | $ | 1,153,000 |
|
| | | | | | | | | | | | | | | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Date | | Property | | Previous balance (millions) | | Previous interest rate / spread over 1 month LIBOR | | Loan refinancing costs expensed (thousands) | | New balance (millions) | | New interest rate | | Additional deferred loan costs from refinancing (thousands) |
| | | | | | | | | | | | | | |
| 1/3/2020 | | Ursa | | $ | 31.4 | | | L + 300 | | $ | 0 | | | $ | 0 | | | n/a | | $ | 0 | |
| 6/25/2020 | | CityPark View | | 19.8 | | | 3.27 | % | | 1,314 | | | 29.0 | | | 2.75 | % | | 314 | |
| 6/29/2020 | | Aster at Lely Resort | | 30.7 | | | 3.84 | % | | 293 | | | 50.4 | | | 2.95 | % | | 2,777 | |
| 6/29/2020 | | Avenues at Northpointe | | 26.0 | | | 3.16 | % | | 166 | | | 33.5 | | | 2.79 | % | | 1,247 | |
| 6/30/2020 | | Avenues at Cypress | | 20.5 | | | 3.43 | % | | 1,607 | | | 28.4 | | | 2.96 | % | | 336 | |
| 6/30/2020 | | Venue at Lakewood Ranch | | 27.8 | | | 3.55 | % | | 2,457 | | | 36.6 | | | 2.99 | % | | 384 | |
| 6/30/2020 | | Crosstown Walk | | 29.9 | | | 3.90 | % | | 248 | | | 46.5 | | | 2.92 | % | | 2,841 | |
| 6/30/2020 | | Summit Crossing II | | 13.1 | | | 4.49 | % | | 779 | | | 20.7 | | | L + 278 | | 136 | |
| 7/10/2020 | | Citrus Village | | 28.5 | | | 3.65 | % | | 704 | | | 40.9 | | | 2.95 | % | | 522 | |
| 7/31/2020 | | Village at Baldwin Park | | 70.1 | | | 4.16 | % | | 16 | | | 70.1 | | | 3.59 | % | | 864 | |
| | | | | | | | | | | | | | |
| | | | $ | 297.8 | | | | | $ | 7,584 | | | $ | 356.1 | | | | | $ | 9,421 | |
| | | | | | | | | | | | | | |
| 9/17/2019 | | Spring Hill Plaza | | $ | 9.1 | | | 3.36 | % | | $ | 0 | | | $ | 8.2 | | | 3.72 | % | | $ | 195 | |
| 9/17/2019 | | Parkway Town Centre | | 6.6 | | | 3.36 | % | | 0 | | | 8.1 | | | 3.72 | % | | 195 | |
| 8/16/2019 | | Deltona Landings | | 6.5 | | | 3.48 | % | | 5 | | | 6.3 | | | 4.18 | % | | 204 | |
| 8/16/2019 | | Barclay Crossing | | 6.1 | | | 3.48 | % | | 4 | | | 6.3 | | | 4.18 | % | | 209 | |
| 8/16/2019 | | Parkway Center | | 4.3 | | | 3.48 | % | | 3 | | | 4.6 | | | 4.18 | % | | 148 | |
| 8/13/2019 | | Powder Springs | | 6.9 | | | 3.48 | % | | 4 | | | 8.0 | | | 3.65 | % | | 236 | |
| 7/29/2019 | | Citi Lakes | | 41.1 | | | L + 217 | | 155 | | | 41.3 | | | 3.66 | % | | 668 | |
| 4/12/2019 | | Royal Lakes Marketplace | | 9.5 | | | L + 250 | | 52 | | | 9.7 | | | 4.29 | % | | 287 | |
| 4/12/2019 | | Cherokee Plaza | | 24.5 | | | L + 225 | | 317 | | | 25.2 | | | 4.28 | % | | 723 | |
| 2/28/2019 | | Lenox Village Town Center | | 29.2 | | | 3.82 | % | | 17 | | | 39.3 | | | 4.34 | % | | 1,153 | |
| | | | | | | | | | | | | | |
| | | | $ | 143.8 | | | | | $ | 557 | | | $ | 157.0 | | | | | $ | 4,018 | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
The following table summarizes our mortgage notes payable at March 31,September 30, 2020:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | | | | |
| Fixed rate mortgage debt: | | Principal balances due | | Weighted-average interest rate | | Weighted average remaining life (years) |
| Residential Properties | | $ | 1,442,905 | | | 3.68 | % | | 8.8 |
| New Market Properties | | 571,320 | | | 4.00 | % | | 7.6 |
| Preferred Office Properties | | 634,876 | | | 4.13 | % | | 12.7 |
| | | | | | |
| Total fixed rate mortgage debt | | 2,649,101 | | | 3.86 | % | | 9.5 |
| | | | | | |
| Variable rate mortgage debt: | | | | | | |
| Residential Properties | | 117,917 | | | 3.76 | % | | 3.3 |
| New Market Properties | | 47,150 | | | 2.81 | % | | 3.1 |
| Preferred Office Properties | | 0 | | | 0 | % | | — | |
| | | | | | |
| Total variable rate mortgage debt | | 165,067 | | | 3.49 | % | | 3.3 |
| | | | | | |
| Total mortgage debt: | | | | | | |
| Residential Properties | | 1,560,823 | | | 3.68 | % | | 8.4 |
| New Market Properties | | 618,470 | | | 3.91 | % | | 7.2 |
| Preferred Office Properties | | 634,876 | | | 4.13 | % | | 12.7 |
| | | | | | |
| Total principal amount | | 2,814,169 | | | 3.83 | % | | 9.1 |
| Deferred loan costs | | (44,338) | | | | | |
| Mark to market loan adjustment | | (4,038) | | | | | |
| Mortgage notes payable, net | | $ | 2,765,793 | | | | | |
|
| | | | | | | | | | |
| (In thousands) | | | | | | |
| Fixed rate mortgage debt: | | Principal balances due | | Weighted-average interest rate | | Weighted average remaining life (years) |
| Residential Properties | | $ | 1,288,213 |
| | 3.92 | % | | 8.4 |
|
| New Market Properties | | 578,380 |
| | 4.00 | % | | 8.1 |
|
| Preferred Office Properties | | 637,617 |
| | 4.13 | % | | 13.2 |
|
| | | | | | | |
| Total fixed rate mortgage debt | | 2,504,210 |
| | 3.99 | % | | 9.5 |
|
| | | | | | | |
| Variable rate mortgage debt: | | | | | | |
| Residential Properties | | 97,630 |
| | 4.47 | % | | 2.5 |
|
| New Market Properties | | 47,150 |
| | 3.82 | % | | 3.6 |
|
| Preferred Office Properties | | — |
| | — | % | | — |
|
| | | | | | | |
| Total variable rate mortgage debt | | 144,780 |
| | 4.26 | % | | 2.8 |
|
| | | | | | | |
| Total mortgage debt: | | | | | | |
| Residential Properties | | 1,385,843 |
| | 3.96 | % | | 8.0 |
|
| New Market Properties | | 625,530 |
| | 3.99 | % | | 7.7 |
|
| Preferred Office Properties | | 637,617 |
| | 4.13 | % | | 13.2 |
|
| | | | | | | |
| Total principal amount | | 2,648,990 |
| | 4.01 | % | | 9.2 |
|
| Deferred loan costs | | (38,182 | ) | | | | |
| Mark to market loan adjustment | | (4,557 | ) | | | | |
| Mortgage notes payable, net | | $ | 2,606,251 |
| | | | |
The Company has placed interest rate caps on the variable rate mortgages on its Avenues at Creekside, multifamily community and itsSummit Crossing II, Tradition and Bloc student housingresidential properties. Under guidance provided by ASC 815-10, these interest rate caps are derivatives that are embedded in the debt hosts. Because the interest rate caps are deemed to be clearly and closely related to the 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.
As of March 31,September 30, 2020, the weighted-average remaining life of deferred loan costs related to the Company's mortgage indebtedness was approximately 9.59.3 years. Our mortgage notes have maturity dates between April 1,June 6, 2021 and June 1, 2054.
Credit Facility
The Company has a credit facility, or Credit Facility, with KeyBank National Association, or KeyBank, which includes 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. On March 23, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased to $200 million pursuant to an accordion feature. The accordion feature
permits the maximum borrowing capacity to be expanded or contracted without amending any further terms of the instrument. On December 12, 2018, the Fourth Amended and Restated Credit Agreement, or the Amended and Restated Credit Agreement, was amended to extend the maturity to December 12, 2021, with an option to extend the maturity
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
date to December 12, 2022, subject to certain conditions described therein. The RevolvingRevolving Line of Credit accrues interest at a variable rate of one month LIBOR plus an applicable margin of 2.75% to 3.50% per annum, depending upon the Company’s leverage ratio. The weighted average
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
interest rate for the Revolving Line of Credit was 4.57%3.91% for the yearnine-month period ended March 31,September 30, 2020. The Amended and Restated Credit Agreement also reduced the commitment fee on the average daily unused portion of the Revolving Line of Credit to 0.25% or 0.30% per annum, depending upon the Company’s outstanding Credit Facility balance.
On December 20, 2019, the Company entered into a $70.0 million interim term loan with KeyBank, or the 2019 Term Loan, to partially finance the acquisition of Morrocroft Centre, an office building located in Charlotte, North Carolina. The 2019 Term Loan accrues interest at a rate of LIBOR plus 1.7% per annum.The 2019 Term Loan balance was repaid in conjunction with the closing of permanent mortgage financing for Morrocroft Centre on March 19, 2020.
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 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 March 31,September 30, 2020, 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 $1.7 billion | | $1.9 billion | (3) |
| Debt yield | | Minimum 8.25% | | 9.89% | |
| Payout ratio | | Maximum 95% | (2) | 88.1% | |
| Total leverage ratio | | Maximum 65% | | 63.7% | |
| Debt service coverage ratio | | Minimum 1.50x | | 1.74x | |
|
| | | | | |
Covenant (1)
| | Requirement | | Result | |
Net worth | | Minimum $2.0 billion | (2)
| $2.0 billion | (4)
|
Debt yield | | Minimum 8.25% | | 10.1% | |
Payout ratio | | Maximum 95% | (3)
| 90.6% | |
Total leverage ratio | | Maximum 65% | | 60.5% | |
Debt service coverage ratio | | Minimum 1.50x | | 2.10x | |
(1) All covenantscovenants are as defined in the credit agreement for the Revolving Line of Credit.
(2) Minimum of $686.9 million plus 75% of the net proceeds of any equity offering, which totaled approximately $1.3 billion as of March 31, 2020.
(3) Calculated on a trailing four-quarter basis.basis, except for Common Stock dividends, which are annualized off of the trailing two quarters' dividend. For the year ended March 31,September 30, 2020, the maximum dividends and distributions allowed under this covenant was approximately $173.7$179.8 million.
(4) (3) Adjusted to exclude the effect of costs incurred with internalization.
Loan fees and closing costs for the establishment and subsequent amendments of the Credit Facility are amortized utilizing the straight line method overover the life of the Credit Facility. At March 31,September 30, 2020, unamortized loan fees and closing costs for the Credit Facility were approximately $1.0$0.8 million, which will be amortized over a remaining loan life of approximately 1.81.3 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 million. The purpose of the Acquisition Facility is to finance acquisitions. 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. On March 25, 2019, the maximum borrowing capacity was decreased to $90 million by agreement between the Company and KeyBank.The Acquisition Facility accrues interest at a variablevariable 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-year2 one-year extension options, subject to certain conditions described therein. At March 31,September 30, 2020, unamortized loan fees and closing costs for the establishment of the Acquisition Facility were approximately $0.2$0.1 million, which will be amortized over a remaining loan life of approximately 1.91.4 years.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
Interest Expense
Interest expense, including amortization of deferred loan costs was:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | |
| Residential Properties | | $ | 15,739 | | | $ | 16,108 | | | $ | 46,537 | | | $ | 46,729 | |
| New Market Properties | | 6,539 | | | 6,422 | | | 19,876 | | | 18,123 | |
| Preferred Office Properties | | 6,699 | | | 5,909 | | | 20,256 | | | 16,617 | |
| Interest paid to real estate loan participants | | 0 | | | 0 | | | 0 | | | 110 | |
| | | | | | | | |
| Total | | 28,977 | | | 28,439 | | | 86,669 | | | 81,579 | |
| | | | | | | | |
| Credit Facility and Acquisition Facility | | 902 | | | 360 | | | 3,939 | | | 1,587 | |
| Interest Expense | | $ | 29,879 | | | $ | 28,799 | | | $ | 90,608 | | | $ | 83,166 | |
| | | | | | | | |
|
| | | | | | | | |
| | | Three-month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| | | | | |
| Residential Properties | | $ | 14,866 |
| | $ | 14,800 |
|
| New Market Properties | | 6,750 |
| | 5,586 |
|
| Preferred Office Properties | | 6,858 |
| | 5,351 |
|
| Interest paid to real estate loan participants | | — |
| | 110 |
|
| | | | | |
| Total | | 28,474 |
| | 25,847 |
|
| | | | | |
| Credit Facility and Acquisition Facility | | 1,119 |
| | 909 |
|
| Interest Expense | | $ | 29,593 |
| | $ | 26,756 |
|
Future Principal Payments
The Company’s estimated future principal payments due on its debt instruments as of March 31,September 30, 2020 were:
| | | | | | | | |
| Period | | Future principal payments
(in thousands) |
2020 (1) | | $ | 44,152 | |
| 2021 | | 166,730 | |
| 2022 | | 105,432 | |
| 2023 | | 117,605 | |
| 2024 | | 367,421 | |
| Thereafter | | 2,045,829 | |
| | |
| Total | | $ | 2,847,169 | |
| | |
(1) Includes the principal amount due on our revolving line of credit of $33.0 million as of September 30, 2020. |
| | |
|
| | | | |
| Period | | Future principal payments (in thousands) |
| 2020 | | $ | 225,796 |
|
| 2021 | | 182,951 |
|
| 2022 | | 223,020 |
|
| 2023 | | 164,716 |
|
| 2024 | | 358,898 |
|
| Thereafter | | 1,685,109 |
|
| | | |
| Total | | $ | 2,840,490 |
|
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, so long as it distributes 100% of the Company's annual REIT taxable income (which does notnot 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 stockholders. For the Company's tax years prior to its REIT election year, its 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 March 31,September 30, 2020 and December 31, 2019.
11. Commitments and Contingencies
On January 31, 2020, the Company assumed its Former Manager's eleven-yeareleven-year office lease as amended, which began on October 9, 2014. As of March 31,September 30, 2020, the amount of rent due from the CompanyCompany was $16.7$15.3 million over the remaining term of the lease.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
A total of approximately $24.1 million of asset management and general and administrative fees related to acquired properties as of March 31,September 30, 2020 that have been waived by the Former Manager were eliminated in conjunction with the Company's Internalization transaction.
At March 31,September 30, 2020, the Company had unfunded commitments on its real estate loan portfolio of approximately $62.9$63.0 million.
At March 31,September 30, 2020, the Company had unfunded contractual commitments for tenant, leasing, and capital improvements of approximately $14.1$6.2 million.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
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.
12. Operating Leases
Company as Lessor
For the threenine months ended March 31,September 30, 2020 and 2019, the Company recognized rental property revenues of $111.9$330.4 million and $94.4$290.0 million, respectively, of which $10.3$31.2 million and $9.3$29.2 million, respectively, represented variable rental revenue.
Company as Lessee
The Company has three3 ground leases related to our office and grocery-anchored shopping center assets that generally have extended terms (e.g. over twenty years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company is also, as of January 31, 2020 following the Internalization, the lessee of office space for its property support center which expires in May 2026, and of furniture and office equipment, which leases generally are three to five years in duration with minimal rent increases.
The Company recorded lease expense as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (dollars in thousands) | |
For the nine-month periods ended September 30, 2020 | | Weighted average remaining lease term (years) | | Weighted average discount rate |
| | Lease expense | | Cash paid | | |
| | | | | | | | |
| Office space | | $ | 1,942 | | | $ | 1,903 | | | 5.2 | | 3.0 | % |
| Ground leases | | 44 | | | 38 | | | 35.7 | | 4.4 | % |
| Office equipment | | 282 | | | 282 | | | 2.3 | | 3.0 | % |
| | | | | | | | |
| Total | | $ | 2,268 | | | $ | 2,223 | | | | | |
|
| | | | | | | | | | | | | |
| |
For the three-month periods ended March 31, 2020 | | Weighted average remaining lease term (years) | | Weighted average discount rate |
| | | Lease expense | | Cash paid | | |
| (dollars in thousands) | | | | | | | | |
| Office space | | $ | 475 |
| | $ | 475 |
| | 5.7 | | 3.0 | % |
| Ground leases | | 13 |
| | 4 |
| | 29.6 | | 4.4 | % |
| Office equipment | | 101 |
| | 101 |
| | 2.3 | | 3.0 | % |
| | | | | | | | | |
| Total | | $ | 589 |
| | $ | 580 |
| | | | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
Future minimum rent expense for office space, ground leases and office equipment were:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the year ending December 31: | | Future Minimum Rents as of September 30, 2020 |
| (in thousands) | | Office space | | Ground leases | | Office equipment | | Total |
| | | | | | | | |
2020 (1) | | $ | 723 | | | $ | 13 | | | $ | 91 | | | $ | 827 | |
| 2021 | | 2,930 | | | 51 | | | 321 | | | 3,302 | |
| 2022 | | 2,855 | | | 51 | | | 149 | | | 3,055 | |
| 2023 | | 2,497 | | | 51 | | | 58 | | | 2,606 | |
| 2024 | | 3,139 | | | 51 | | | 39 | | | 3,229 | |
| Thereafter | | 3,163 | | | 1,136 | | | 0 | | | 4,299 | |
| Total | | $ | 15,307 | | | $ | 1,353 | | | $ | 658 | | | $ | 17,318 | |
| | | | | | | | |
(1) Remaining three months |
|
| | | | | | | | | | | | | | | | |
| For the year ending December 31: | | Future Minimum Rents as of March 31, 2020 |
| (in thousands) | | Office space | | Ground leases | | Office equipment | | Total |
| | | | | | | | | |
2020 (1) | | $ | 2,008 |
| | $ | 38 |
| | $ | 271 |
| | $ | 2,317 |
|
| 2021 | | 2,359 |
| | 51 |
| | 247 |
| | 2,657 |
|
| 2022 | | 2,998 |
| | 51 |
| | 136 |
| | 3,185 |
|
| 2023 | | 3,067 |
| | 51 |
| | 48 |
| | 3,166 |
|
| 2024 | | 3,139 |
| | 51 |
| | 38 |
| | 3,228 |
|
| Thereafter | | 3,163 |
| | 1,136 |
| | 10 |
| | 4,309 |
|
| Total | | $ | 16,734 |
| | $ | 1,378 |
| | $ | 750 |
| | $ | 18,862 |
|
| | | | | | | | | |
(1) Remaining nine months |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
13. 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 four4 distinct segments: residential properties, real estate related financing, New Market Properties and Preferred Office Properties.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
Residential Properties - consists of the Company's portfolio of residential multifamily communities and student housing properties. Multifamily Communities and Student Housing Properties were previously presented as separate reporting segments. The Company has collapsedcombined these two segments into onethe Residential Properties reportable segment.
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 consolidated assets of VIEs and financial results of the Company's Dawson Marketplace grocery-anchored shopping center real estate loan, which are included in the New Market Properties segment.
New Market Properties - consists of the Company's portfolio of grocery-anchored shopping centers, which are owned by New Market Properties, LLC, a subsidiary of the Company, as well as the financial results from the Company's Dawson Marketplace real estate loan, that was repaid and extinguished on February 3, 2020.
Preferred Office Properties - consists of the Company's portfolio of office buildings, which are owned by Preferred Office Properties, LLC, a wholly-owned subsidiary of the Company.
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 a non-GAAP measure that 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.
| | | | | | | | | | | | | | |
| (In thousands) | | September 30, 2020 | | December 31, 2019 |
| | | | |
| Assets: | | | | |
| Residential properties | | $ | 2,146,061 | | | $ | 2,047,905 | |
| Financing | | 354,130 | | | 409,226 | |
| New Market Properties | | 1,074,584 | | | 1,125,230 | |
| Preferred Office Properties | | 1,130,962 | | | 1,123,212 | |
| Other | | 25,325 | | | 64,987 | |
| Consolidated assets | | $ | 4,731,062 | | | $ | 4,770,560 | |
| | | | |
|
| | | | | | | | |
| (In thousands) | | March 31, 2020 | | December 31, 2019 |
| | | | | |
| Assets: | | | | |
| Residential properties | | $ | 2,121,989 |
| | $ | 2,047,905 |
|
| Financing | | 338,055 |
| | 409,226 |
|
| New Market Properties | | 1,124,091 |
| | 1,125,230 |
|
| Preferred Office Properties | | 1,155,431 |
| | 1,123,212 |
|
| Other | | 87,833 |
| | 64,987 |
|
| Consolidated assets | | $ | 4,827,399 |
| | $ | 4,770,560 |
|
| | | | | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
Total capitalized expenditures (inclusive of additions to construction in progress, but exclusive of the purchase price of acquisitions) for the three monthsthree-month and nine-month periods ended March 31,September 30, 2020 and 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| | | | | | | | |
| Capitalized expenditures: | | | | | | | | |
| Residential properties | | $ | 4,348 | | | $ | 4,709 | | | $ | 10,938 | | | $ | 11,377 | |
| New Market Properties | | 2,017 | | | 2,699 | | | 4,557 | | | 5,703 | |
| Preferred Office Properties | | 5,779 | | | 3,265 | | | 22,458 | | | 12,040 | |
| Total | | $ | 12,144 | | | $ | 10,673 | | | $ | 37,953 | | | $ | 29,120 | |
|
| | | | | | | | |
| | | Three-month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| | | | | |
| Capitalized expenditures: | | | | |
| Residential properties | | $ | 3,759 |
| | $ | 2,125 |
|
| New Market Properties | | 1,276 |
| | 1,577 |
|
| Total | | $ | 5,035 |
| | $ | 3,702 |
|
Second-generation capital expenditures exclude those expenditures made in our office building portfolio (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our Class A ownership standards (and which amounts were underwritten into the total investment
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
at the time of acquisition), (iii) for property redevelopments and repositionings (iv) to newly leased space which had been vacant for more than one year and (v) for building improvements that are recoverable from future operating cost savings.
Total revenues by reportable segment of the Company were:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Revenues | | | | | | | | |
| | | | | | | | |
| Rental and other property revenues: | | | | | | | | |
| Residential properties | | $ | 60,643 | | | $ | 56,008 | | | $ | 180,325 | | | $ | 162,669 | |
| New Market Properties | | 26,707 | | | 25,270 | | | 80,815 | | | 70,211 | |
Preferred Office Properties (1) | | 27,810 | | | 24,215 | | | 81,009 | | | 68,006 | |
| Total rental and other property revenues | | 115,160 | | | 105,493 | | | 342,149 | | | 300,886 | |
| | | | | | | | |
| Financing revenues | | 11,271 | | | 14,710 | | | 38,115 | | | 44,675 | |
| Miscellaneous revenues | | 266 | | | 0 | | | 812 | | | 0 | |
| Consolidated revenues | | $ | 126,697 | | | $ | 120,203 | | | $ | 381,076 | | | $ | 345,561 | |
| | | | | | | | |
(1) Included in rental revenues for our Preferred Office Properties segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia and Westridge office buildings. As of September 30, 2020, the Company has recorded deferred revenue in an aggregate amount of $47.0 million in connection with such improvements. The remaining balance to be recognized is approximately $36.9 million which is included in the deferred revenues line on the consolidated balance sheets at September 30, 2020. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded non-cash revenue of approximately $2.8 million and $2.8 million for the nine-month periods ended September 30, 2020 and 2019, respectively. |
|
| | | | | | | | |
| | | Three-month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| Revenues | | | | |
| | | | | |
| Rental and other property revenues: | | | | |
| Residential properties | | $ | 57,565 |
| | $ | 51,825 |
|
| New Market Properties | | 28,002 |
| | 22,059 |
|
Preferred Office Properties (1) | | 26,462 |
| | 20,943 |
|
| Total rental and other property revenues | | 112,029 |
| | 94,827 |
|
| | | | | |
| | | | | |
| Financing revenues | | 15,813 |
| | 16,656 |
|
| Miscellaneous revenues | | 3,260 |
| | 23 |
|
| Consolidated revenues | | $ | 131,102 |
| | $ | 111,506 |
|
| | | | | |
| (1) Included in rental revenues for our Preferred Office Properties segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia and Westridge office buildings. As of March 31, 2020, the Company has deferred revenue in an aggregate amount of $47.0 million in connection with such improvements. The remaining balance to be recognized is approximately $38.8 million which is included in the deferred revenues line on the consolidated balance sheets at March 31, 2020. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded non-cash revenue of approximately $0.9 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. |
The Company expects that negative impacts from the COVID-19 pandemic affecting its in-line retail tenants within its New Market Properties segment may continue throughout 2020. Three2020. Of our over 900 retail tenants, to datethe Company has 11 leases with 6 companies that have ceased business operationsentered bankruptcy proceedings and one has exercised an termination option.in the aggregate this constitutes approximately 1% of the total recurring rental revenue for the New Market Properties segment.
The chief operating decision maker utilizes segment net operating income, or Segment NOI, in evaluating the performance of its operating segments. Segment NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period. Segment NOI for the Company's financing segment consists of interest revenues from the Company's real estate loan investments and notes and lines of credit receivable, as well as revenues from terminated property purchase options. Management believes that Segment NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
Segment NOI for each reportable segment for the thee-monththree-month and nine-month periods ended March 31,September 30, 2020 and 2019 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| (In thousands) | | 2020 | | 2019 | | 2020 | | 2019 |
| Segment net operating income (Segment NOI) | | | | | | | | |
| | | | | | | | |
| Residential Properties | | $ | 33,267 | | | $ | 30,191 | | | $ | 103,414 | | | $ | 90,825 | |
| Financing | | 11,245 | | | 14,710 | | | 38,089 | | | 44,675 | |
| New Market Properties | | 19,235 | | | 18,211 | | | 57,381 | | | 50,441 | |
| Preferred Office Properties | | 20,291 | | | 17,236 | | | 59,363 | | | 48,745 | |
| Miscellaneous revenues | | 266 | | | 0 | | | 812 | | | 0 | |
| | | | | | | | |
| Consolidated segment net operating income | | 84,304 | | | 80,348 | | | 259,059 | | | 234,686 | |
| | | | | | | | |
| Interest expense: | | | | | | | | |
| Residential Properties | | 15,739 | | | 16,108 | | | 46,537 | | | 46,729 | |
| New Market Properties | | 6,539 | | | 6,422 | | | 19,876 | | | 18,123 | |
| Preferred Office Properties | | 6,699 | | | 5,909 | | | 20,256 | | | 16,617 | |
| Financing | | 902 | | | 360 | | | 3,939 | | | 1,697 | |
| Depreciation and amortization: | | | | | | | | |
| Residential Properties | | 26,516 | | | 23,869 | | | 77,745 | | | 74,304 | |
| New Market Properties | | 12,688 | | | 11,677 | | | 39,410 | | | 32,644 | |
| Preferred Office Properties | | 12,590 | | | 10,693 | | | 35,941 | | | 30,243 | |
| Equity compensation to directors and executives | | 582 | | | 305 | | | 1,058 | | | 922 | |
| Management fees, net of waived fees | | 0 | | | 5,530 | | | 1,963 | | | 16,144 | |
| Management Internalization | | 577 | | | 818 | | | 179,828 | | | 1,143 | |
| Provision for expected credit losses | | (152) | | | 0 | | | 5,463 | | | 0 | |
| Change in net assets of consolidated VIE | | 0 | | | (591) | | | 0 | | | (1,316) | |
| (Gain) / loss on sale of real estate | | (3,261) | | | 0 | | | (3,261) | | | 0 | |
| (Gain) / loss on trading investment, net | 0 | | | 0 | | | 0 | | | (4) | |
| (Gain) / loss on sale of real estate loan investment | | 0 | | | 0 | | | 0 | | | (747) | |
| (Gain) / loss from land condemnation, net | | (49) | | | 0 | | | (528) | | | 0 | |
| (Gain) / loss on extinguishment of debt | | 518 | | | 15 | | | 6,674 | | | 84 | |
| Loss from unconsolidated joint venture | | 120 | | | 0 | | | 120 | | | 0 | |
| Corporate G&A and Other | | 7,898 | | | 1,370 | | | 23,113 | | | 4,197 | |
| | | | | | | | |
| Net income (loss) | | $ | (3,602) | | | $ | (2,137) | | | $ | (199,075) | | | $ | (6,094) | |
|
| | | | | | | | |
| | | Three-month periods ended March 31, |
| (In thousands) | | 2020 | | 2019 |
| Segment net operating income (Segment NOI) | | | | |
| | | | | |
| Residential Properties | | $ | 35,751 |
| | $ | 29,333 |
|
| Financing | | 15,813 |
| | 16,679 |
|
| New Market Properties | | 19,846 |
| | 15,805 |
|
| Preferred Office Properties | | 19,668 |
| | 14,804 |
|
| Miscellaneous revenues | | 509 |
| | — |
|
| | | | | |
| Consolidated segment net operating income | | 91,587 |
| | 76,621 |
|
| | | | | |
| Interest expense: | | | | |
| Residential Properties | | 14,866 |
| | 14,800 |
|
| New Market Properties | | 6,750 |
| | 5,586 |
|
| Preferred Office Properties | | 6,858 |
| | 5,351 |
|
| Financing | | 1,119 |
| | 1,019 |
|
| Depreciation and amortization: | | | | |
| Residential Properties | | 24,414 |
| | 25,865 |
|
| New Market Properties | | 13,414 |
| | 10,335 |
|
| Preferred Office Properties | | 11,681 |
| | 9,089 |
|
| Management Internalization | | 178,793 |
| | 45 |
|
| Management fees, net of forfeitures | | 1,963 |
| | 5,200 |
|
| Provision for expected credit losses | | 5,133 |
| | — |
|
| Equity compensation to directors and executives | | 230 |
| | 311 |
|
| Gain on land condemnation | | (479 | ) | | — |
|
| Gain on non-cash net assets of consolidated VIEs | | — |
| | (141 | ) |
| Loss on extinguishment of debt | | — |
| | 17 |
|
| Gain on trading investment, net | | — |
| | (4 | ) |
| Corporate G&A and Other | | 6,368 |
| | 1,428 |
|
| | | | | |
| Net income (loss) | | $ | (179,523 | ) | | $ | (2,280 | ) |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)(Unaudited)
March 31,September 30, 2020
14. 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per-share figures) | | Three-month periods ended September 30, | | Nine-month periods ended September 30, |
| | | 2020 | | 2019 | | 2020 | | 2019 |
| Numerator: | | | | | | | | |
| Operating (loss) income before gain on sale of real estate and loss from unconsolidated joint venture | | $ | 23,605 | | | $ | 26,086 | | | $ | (105,462) | | | $ | 75,089 | |
| Loss from unconsolidated joint venture | | (120) | | | 0 | | | (120) | | | 0 | |
| Gain on sale of real estate, net | | 3,261 | | | 0 | | | 3,261 | | | 4 | |
| | | | | | | | | |
| Operating (loss) income | | 26,746 | | | 26,086 | | | (102,321) | | | 75,093 | |
| Interest expense | | 29,879 | | | 28,799 | | | 90,608 | | | 83,166 | |
| Change in fair value of net assets of consolidated VIEs from mortgage-backed pools | | 0 | | | 591 | | | 0 | | | 1,316 | |
| Less: loss on extinguishment of debt | | (518) | | | (15) | | | (6,674) | | | (84) | |
| Gains on land condemnation | | 49 | | | 0 | | | 528 | | | 747 | |
| | | | | | | | | |
| Net loss | | (3,602) | | | (2,137) | | | (199,075) | | | (6,094) | |
| Consolidated net loss attributable to non-controlling interests | | 108 | | | 59 | | | 3,515 | | | 138 | |
| | | | | | | | | |
| Net loss attributable to the Company | | (3,494) | | | (2,078) | | | (195,560) | | | (5,956) | |
| | | | | | | | | |
| Dividends declared to preferred stockholders | | (35,909) | | | (29,446) | | | (104,601) | | | (82,527) | |
| Net loss attributable to unvested restricted stock | | (96) | | | (5) | | | (109) | | | (14) | |
| | | | | | | | | |
| Net loss attributable to common stockholders | | $ | (39,499) | | | $ | (31,529) | | | $ | (300,270) | | | $ | (88,497) | |
| | | | | | | | | |
| Denominator: | | | | | | | | |
| Weighted average number of shares of Common Stock - basic | | 49,689 | | | 44,703 | | | 48,351 | | | 43,703 | |
| | | | | | | | | |
| Effect of dilutive securities: (D) | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | |
| Weighted average number of shares of Common Stock - basic and diluted | | 49,689 | | | 44,703 | | | 48,351 | | | 43,703 | |
| | | | | | | | | |
| Net loss per share of Common Stock attributable to | | | | | | | | |
| common stockholders, basic and diluted | | $ | (0.79) | | | $ | (0.71) | | | $ | (6.21) | | | $ | (2.02) | |
|
| | | | | | | | | |
| | | | Three-month periods ended March 31, |
| | (In thousands, except per-share figures) | | 2020 | | 2019 |
| Numerator: | | | | |
| | Operating (loss) income before gain on sale of trading investment | | $ | (150,409 | ) | | $ | 24,348 |
|
| | Gain on sale of trading investment | | — |
| | 4 |
|
| | | | | | |
| | Operating (loss) income | | (150,409 | ) | | 24,352 |
|
| | Interest expense | | 29,593 |
| | 26,756 |
|
| | Change in fair value of net assets of consolidated VIEs from mortgage-backed pools | | — |
| | 141 |
|
| | Less: loss on extinguishment of debt | | — |
| | (17 | ) |
| | Gains on sale of real estate loan investment and land condemnation | | 479 |
| | — |
|
| | | | | | |
| | Net (loss) income | | (179,523 | ) | | (2,280 | ) |
| | Consolidated net loss (income) attributable to non-controlling interests | | 3,141 |
| | (492 | ) |
| | | | | | |
| | Net (loss) income attributable to the Company | | (176,382 | ) | | (2,772 | ) |
| | | | | | |
| | Dividends declared to preferred stockholders | | (33,068 | ) | | (25,539 | ) |
| | Earnings attributable to unvested restricted stock | | (2 | ) | | (2 | ) |
| | | | | | |
| | Net loss attributable to common stockholders | | $ | (209,452 | ) | | $ | (28,313 | ) |
| | | | | | |
| Denominator: | | | | |
| | Weighted average number of shares of Common Stock - basic | | 47,129 |
| | 42,680 |
|
| | | | | | |
| | Effect of dilutive securities: (D) | | — |
| | — |
|
| | | | | | |
| | Weighted average number of shares of Common Stock - basic and diluted | | 47,129 |
| | 42,680 |
|
| | | | | | |
| | Net loss per share of Common Stock attributable to | | | | |
| | common stockholders, basic and diluted | | $ | (4.44 | ) | | $ | (0.66 | ) |
(A) The Company's outstanding Class A Units of the Operating Partnership (775Partnership (742 and 879856 Units at March 31,September 30, 2020, and 2019, 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 2,0751,991 and 1,7201,932 outstanding shares of Series A Preferred Stock at March 31,September 30, 2020 and 2019, respectively and 37103 outstanding shares of Series A1 Preferred Stock at March 31,September 30, 2020. The Company's shares of Series M preferred stock, or mShares, accrue dividends at an escalating rate of 5.75% in year one to 7.50% in year eight and thereafter. The Company had 9891 and 5690 mShares outstanding at March 31,September 30, 2020 and 2019, respectively. The Company's shares of Series M1 preferred stock accrue dividends at an escalating rate of 6.1% in year one to 7.1% in year ten and thereafter. The Company had 213 shares of Series M1 preferred stock outstanding at March 31,September 30, 2020.
(C) The Company's outstanding unvested restricted share awards (7(548 and 620 shares of Common Stock at March 31,September 30, 2020 and 2019, respectively) contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
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's unvested restricted share awards are defined as participating securities, the dividends declared for that period are adjusted in determining the calculation of loss per share of Common Stock.
(D) Potential dilution from (i) warrants outstanding from issuances of Units from our Series A Preferred Stock offerings that are potentially exercisable into 30,86727,767 shares of Common Stock; (ii) 6765 Class B Units; (iii) 7548 shares of unvested restricted common stock; (iv) 54 outstanding Restricted Stock Units; and (iv) 59 outstanding(v) 273 Performance-based 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.
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 and credit losses reserves, where applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2020 |
| (In thousands) | Carrying value | | | | Fair value measurements
using fair value hierarchy |
| | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Financial Assets: | | | | | | | | | |
| Real estate loans | $ | 334,385 | | | $ | 348,608 | | | $ | 0 | | | $ | 0 | | | $ | 348,608 | |
| Notes receivable and line of credit receivable | 11,905 | | | 11,905 | | | 0 | | | 0 | | | 11,905 | |
| $ | 346,290 | | | $ | 360,513 | | | $ | 0 | | | $ | 0 | | | $ | 360,513 | |
| Financial Liabilities: | | | | | | | | | |
| Mortgage notes payable | $ | 2,814,169 | | | $ | 2,866,502 | | | $ | 0 | | | $ | 0 | | | $ | 2,866,502 | |
| Revolving credit facility | 33,000 | | | 33,000 | | | 0 | | | 0 | | | 33,000 | |
| $ | 2,847,169 | | | $ | 2,899,502 | | | $ | 0 | | | $ | 0 | | | $ | 2,899,502 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2019 |
| (In thousands) | Carrying value | | | | Fair value measurements
using fair value hierarchy |
| | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Financial Assets: | | | | | | | | | |
| Real estate loans | $ | 375,460 | | | $ | 382,373 | | | $ | 0 | | | $ | 0 | | | $ | 382,373 | |
| Notes receivable and line of credit receivable | 41,917 | | | 41,917 | | | 0 | | | 0 | | | 41,917 | |
| $ | 417,377 | | | $ | 424,290 | | | $ | 0 | | | $ | 0 | | | $ | 424,290 | |
| Financial Liabilities: | | | | | | | | | |
| Mortgage notes payable | $ | 2,609,829 | | | $ | 2,659,242 | | | $ | 0 | | | $ | 0 | | | $ | 2,659,242 | |
| Revolving line of credit | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Term note payable | 70,000 | | | 70,000 | | | 0 | | | 0 | | | 70,000 | |
| $ | 2,679,829 | | | $ | 2,729,242 | | | $ | 0 | | | $ | 0 | | | $ | 2,729,242 | |
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2020
|
| | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2020 |
| | Carrying value | | | | Fair value measurements using fair value hierarchy |
| (In thousands) | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Financial Assets: | | | | | | | | | |
| Real estate loans | $ | 315,693 |
| | $ | 329,924 |
| | $ | — |
| | $ | — |
| | $ | 329,924 |
|
| Notes receivable and line of credit receivable | 16,332 |
| | 16,332 |
| | — |
| | — |
| | 16,332 |
|
| | $ | 332,025 |
| | $ | 346,256 |
| | $ | — |
| | $ | — |
| | $ | 346,256 |
|
| Financial Liabilities: | | | | | | | | | |
| Mortgage notes payable | $ | 2,648,990 |
| | 2,610,751 |
| | $ | — |
| | $ | — |
| | $ | 2,610,751 |
|
| Revolving credit facility | 191,500 |
| | 191,500 |
| | — |
| | — |
| | 191,500 |
|
| | $ | 2,840,490 |
| | $ | 2,802,251 |
| | $ | — |
| | $ | — |
| | $ | 2,802,251 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2019 |
| | Carrying value | | | | Fair value measurements using fair value hierarchy |
| (In thousands) | | Fair Value | | Level 1 | | Level 2 | | Level 3 |
| Financial Assets: | | | | | | | | | |
| Real estate loans | $ | 375,460 |
| | $ | 382,373 |
| | $ | — |
| | $ | — |
| | $ | 382,373 |
|
| Notes receivable and line of credit receivable | 41,917 |
| | 41,917 |
| | — |
| | — |
| | 41,917 |
|
| | $ | 417,377 |
| | $ | 424,290 |
| | $ | — |
| | $ | — |
| | $ | 424,290 |
|
| Financial Liabilities: | | | | | | | | | |
| Mortgage notes payable | $ | 2,609,829 |
| | $ | 2,659,242 |
| | $ | — |
| | $ | — |
| | $ | 2,659,242 |
|
| Revolving line of credit | — |
| | — |
| | — |
| | — |
| | — |
|
| Term note payable | 70,000 |
| | 70,000 |
| | — |
| | — |
| | 70,000 |
|
| | $ | 2,679,829 |
| | $ | 2,729,242 |
| | $ | — |
| | $ | — |
| | $ | 2,729,242 |
|
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 March 31,September 30, 2020, discounted to the reporting date utilizing a discount rate believed to be appropriate for multifamily development projects.
Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements - (continued)
March 31, 2020
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 4, 5, 6, 7, 10, 15, 25 and 35 year notes as of the reporting date. The present values of the cash flows 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 AprilOctober 1, 2020 and April 30,October 31, 2020, the Company issued 11,46113,986 shares of Series A1 Redeemable Preferred Stock and collected net proceeds of $10.3approximately $12.6 million after commissions and fees;fees and issued 7512,914 shares of Series M1 Redeemable Preferred Stock and collected net proceeds of approximately $0.7$2.8 million after commissions and fees. During the same period, the Company redeemed 23,468 shares of Series A Preferred Stock and 862 shares of Series M1 Preferred Stock, or mShares.
On April 23,November 2, 2020, the Company closed on a $52.0 million first mortgage on the Altis at Wiregrass multifamily community. The loan bears interest at a fixed rate of 2.90% per annum and matures on May 1, 2030.
On April 30, 2020, we closed on the acquisition of The Blake, a 288-unit281-unit multifamily community located in Panama City,Orlando, Florida. We partially financed the acquisition with a 10 year, $45.0 million first mortgage that bears interest at a fixed rate of 2.95% per annum.
On May 11,November 3, 2020, ourthe Company announced via a press release the closing on that day of the sale of student housing assets to an unrelated third party for a sales price of approximately $478.7 million.
On November 5, 2020, the Company's board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, payable
on JulyJanuary 15, 20202021 to stockholders of record on JuneDecember 15, 2020.
The Company has received numerous requests for rent relief including deferment of Even though this dividend will be paid in 2021, if and to the payment of rent or rent reductions beginning with April 2020 rent. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussionsextent this dividend is expected to vary from tenant to tenant,taxable, the Company has and expectsintends for this dividend to continue to offer deferred rent arrangements with some tenants, including multifamily residents and in-line retail tenants whose operations have been significantly impacted by COVID-19.be taxable in 2020.
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations
Significant Developments
On January 1, 2020, Joel T. Murphy became Chief Executive Officer of the Company. Mr. Murphy will continue as a member of the board, where he has served since May 2019. Mr. Murphy was the CEO of our New Market Properties subsidiary for the last five years until his appointment as our CEO, and since June 2018 has been the chairman of the Company's investment committee. Mr. Murphy succeeded our previous CEO and Chairman of the Board, Daniel M. DuPree, who will remain with us as Executive Chairman of the Board.
On January 31, 2020, we internalized the functions performed by Preferred Apartment Advisors, LLC (the "Former Manager") and NMP Advisors, LLC (the "Sub-Manager") by acquiring the entities that own the Manager and the Sub-Manager (such transactions, collectively, the "Internalization""Internalization") for an aggregate purchase price of $154.0 million, plus up to $25.0 million of additional consideration to be paid within 36 months. Additionally, up to $15.0 million of the $154.0 million purchase price was to be held back and is payable to the sellers less certain losses following final resolution of certain specified matters. Pursuant to the Stock Purchase Agreement entered into on January 31, 2020 the sellers sold all of the outstanding shares of NELL Partners, Inc. (“NELL”) and NMA Holdings, Inc., parent companies of the Manager and Sub-Manager, respectively, to us, in exchange for an aggregate of approximately $111.1 million in cash paid at the closing which reflects the satisfaction of certain indebtedness of NELL, the estimated net working capital adjustment, and a hold back of $15.0 million for certain specified matters. Trusts established, or entities owned, by the family of John A. Williams, the Company’s former Chairman of the Board and Chief Executive Officer, Daniel M. DuPree, the Company’s Executive Chairman of the Board and former Chief Executive Officer of the Company, and the family of Leonard A. Silverstein, the Company’s former Vice Chairman of the Board, and former President and Chief Operating Officer, were the owners of NELL. Trusts established, or entities owned, by Joel T. Murphy, the Company’s Chief Executive Officer and a member of the Board, the family of Mr. Williams, Mr. DuPree and the family of Mr. Silverstein were the owners of NMA.
During the thee-monthnine-month period ended March 31,September 30, 2020, we acquired onetwo multifamily communitycommunities and two grocery-anchored shopping centers. We also closed on athree real estate loan investmentinvestments of up to $13.4$44.1 million, in partial support of the development of a 256-unit multifamily communitycommunities in Charlotte, North Carolina.Carolina, Raleigh, North Carolina and Atlanta, Georgia.
During the three-monthnine-month period ended March 31,September 30, 2020, we issued 98,076 shares of Series A1 Preferred Stock and collected net proceeds of approximately $88.3 million. During the same period, we issued 13,081 shares of Series M1 Preferred Stock and collected net proceeds of approximately $12.7 million. During the nine-month period ended September 30, 2020, we issued 65,298 Units (one share of Series A Preferred Stock and one warrant to purchase 20 shares of our Common Stock) and collected net proceeds of approximately $58.8 million from our $1.5 Billion Unit Offering. On September 27, 2019, the SEC declared effective our offering of up to a maximum of 1,000,000 shares of Series A1 Redeemable Preferred Stock, Series M1 Redeemable Preferred Stock, or a combination of both (the "Series A1/M1 Registration Statement"). During the three-month period ended March 31, 2020, we issued 32,136 shares of Series A1 Preferred Stock and collected net proceeds of approximately $28.9 million. During the same period, we issued 1,933 shares of Series M1 Preferred Stock and collected net proceeds of approximately $1.9 million.OurOffering, which terminated in February 2020. Our Preferred Stock offerings and our other 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.
During Our average recurring rental revenue collections before and after any effect of rent deferrals for the firstthird quarter 2020 were approximately 99.0% and 99.0% for multifamily communities, 99.5% and 99.8% for office properties and 95.2% and 96.6% for grocery-anchored retail properties, respectively. Rent deferments provided to our residents/tenants primarily related to a change of timing of rent payments with no significant changes to total payments or term. As of September 30, 2020, we have deferred $1.5 million of retail recurring rental revenue, or approximately 3.1% cumulatively over the COVID-19 pandemic began to cause widespread business closingslast two quarters. Including this deferred rent, we have accounted for 96.6% and job losses amid stay-at-home orders from many states. We began to see some initial effects at the end95.9% of the firstthird quarter and accelerating into April, as monthly rent collections from certain of our in-line retail tenants fell and several small businesses closed their doors. The expected impact on our second quarter 2020retail recurring rental revenue, respectively. In addition to the deferrals, we granted approximately $324,000 of COVID-19 related rental abatements, or approximately 0.7% of retail recurring rental revenues cumulatively over the last two quarters. These rental abatements were generally accompanied by an increase in the tenant’s lease term or the lease terms were amended to be more favorable to us. We have also reserved $928,000 or 3.4% of total retail revenues (inclusive of straight line rent) in the third quarter, increasing our total reserves to $2.5 million or 3.0% of total retail revenues year to date. Total reserves for the consolidated Company was $6.0 million or 1.7% of rental and other property revenues as well as future leasing and renewals is unknown, dueyear to uncertainty surrounding the duration and severity of the COVID-19 pandemic. We have begun offering rent deferrals for one to two months to tenants in our multifamily communities, by which the deferred rent will be collected over the remainder of the leases for those electing to participate. Any deferred rent not collected will be written off.date.
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 Fannie Mae and 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;
• 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;
•changes in our operating costs, including real estate taxes, utilities and insurance costs;
• 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;
• the possibility that the anticipated benefits from the internalization of our Former Manager and Sub-Manager, or
the Internalization, may not be realized or may take longer to
realize than expected, or that unexpected costs or unexpected
liabilities may arise from thethe Internalization;
• the impact of the coronavirus (COVID-19) pandemic on PAC’s business operations and the economic conditions
in the markets in which PAC operates;
• PAC’s ability to mitigate the impacts arising from COVID-19;
• our ability to maintain our exemption from registration under the Investment Company Act of 1940, as
amended;
• the availability of investment opportunities in mortgage-related and real estate-related investments and
securities;
• the 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 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;
• the impact of an increase in energy costs on consumers and its consequential effect on the number of shopping
visits to our centers; and
• our ability to aggregate a critical mass of grocery-anchored shopping centers;
• the impact of an increase in energy costs on consumers and its consequential effect on the number of shopping
visits to our centers; and
• the 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, 2019 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.
Industry Outlook
MultifamilyCommunitiesResidential Properties
Multifamily owners and operators, like every other business, have been impacted by COVID-19, but we believe the long term health of the industry is intact. Demand for multifamily rental housing will continue due to the ongoing entry of the “millennial” generation into the workforce, and the desire of the Baby Boom generation to “downsize” as they focus on their retirement years.
Entering this pandemic-induced recession, most economists agreed there was a housing shortfall, not an oversupply. Regarding multifamily specifically, in 2019, the industry was reaching occupancy levels not seen since 2000 and net absorption of units was also at peak levels during this last economic cycle. While this pandemic and resulting recession will create significant job losses in the near term, economic models forecast a quick recovery and the multifamily industry is in a prime position to recover relatively quickly given the aforementioned baseline pre-COVID-19. Until such recovery, the Company’s multifamily assets are well positioned to sustain through a recession with a majority of the assets being newly constructed, suburban and located in dynamic sunbelt growth markets. The Company also has strict leasing guidelines regarding the credit worthiness of its tenants, providing for a relatively resilient rental stream. Additionally, the Company focused on financing the assets with project level, long-term, fixed rate debt, which provides surety and continuity in times of uncertainty.
Student Housing Properties
Student housing owners and operators, like their multifamily counterparts, have been impacted by the COVID-19 pandemic. Traffic and leasing statistics werevelocity immediately decreased by the decision of mostmany universities across the country to discontinue on-campus classes and move to an on-line learning program. With these immediate closings,closures, including the mandates to vacate on-campus housing dorms and students being advised by university personnel to return to their permanent homes to resume their classes on-line, the student’s college experience changed overnight. In addition, without a commitment from the universities as to when the Fall 2020 classes would begin, the student-renter base took a “wait and see” approach toward signing leases for the Fall 20202020-2021 school year.
Furthermore, the dynamics of enrollment growth information has also been impacted by the pandemic in that universities have pushed back their enrollment deadlines. PAC’s student housing portfolio was tracking 9% ahead of the
number of leases executed for Fall 2019 until the university closings occurred. The portfolio is currently 1% ahead of 2019 leases executed atAt this point in the leasing schedule.schedule, the portfolio is currently within 1% of Fall 2019 leasing velocity.
During the first week of May, universities have begun to announce their opening dates for their Fall 2020 on-campus class schedules and as such, we are anticipating that leasing velocity will quickly resume. While the safety of students isAll of the utmost importance, and social distancing and other processes will require implementationprimary universities served by the universitiesCompany’s student housing properties have returned to resume in-person classes nearly allor a hybrid in-person model for Fall 2020. Should a significant number of the 4,000 institutions of higher learning require tuition to maintain their operations. That said, the formal announcements that in-person classes will resume for Fall 2020 is extremely important to colleges and universities as well.
Pre-COVID-19, there was some discussion inthat our properties serve revert to online classes for the industry as to whether on-line learning could become a threat toremainder of the in-person college experience. As we are hearing from many of our students who have been forced to finish the2020/2021 academic year through total on-line learning, this experience does not come closeor decide to delivering the college experience that is obtained from the personal growth through meeting and debating issues and topics with others who have different thought processes or come from different backgrounds and cultures, the mentoring from instructors, collaboration with other students, the sense of belonging, and the pride in university through sports and other programs. While the COVID-19 pandemic may have some lasting impact on the university systems and the student housing industry, much of this impact is positivecancel classes due to a resurgence of COVID-19 cases or additional governmental actions restricting physical movement, we could experience further adverse effects. We believe the improvements in processes, programs and technologies that have been implemented thatpresent level of near-normal leasing activity will carry forward aftercontinue for the pandemic, providing us with new tools that will make the student living learning experience safer, stronger and more efficient.foreseeable future.
New Market Properties
We specialize in owning and managing a portfolio of 54 neighborhood shopping centers anchored by market leadingmarket-leading grocers in Sunbelt and Mid-Atlantic suburban markets with strong demographic fundamentals. These centers are primarily anchored by Publix, Kroger, Harris Teeter and other leading grocers that have high sales per square foot. The importance of our market share leading grocers has become even more evident during the pandemic, as shoppers have flocked to these stores to purchase their essential items. Publix and Kroger reported same store sales increases in excess of 15% for their most recent 9 months, evidencing their leveling off at these increased levels.
Despite the COVID-9 pandemic,continued impacts of COVID-19, our outlook on grocery-anchored shopping centers remains positive as we believe the primary characteristics ofpositive. We are confident in our centers are defensive in nature with daily-necessityportfolio’s tenant make up, focused on strongly performing grocers complemented by necessity and convenience-based tenants. 34% of our base rent is attributed to grocery and pharmacy tenants and 53% comes from tenants deemed essential by their respective governments. We have collected 77%over 95% of April’s contractual rental obligationsrecurring base rent and reimbursement revenue due in the third quarter 2020 during a time in which federal, state and local authorities have mandated closures of nonessential businesses. Our grocery stores and pharmaciesthat many tenants have been permittedforced to remain open as well as other essential services such as financial services, home improvement, auto, medical, pet storesgreatly modify their normal businesses. The recovery has been gradual with local governments and restaurantsmunicipalities allowing businesses to reopen in phases.
As of September 30, 2020, we have deferred $1.5 million of retail recurring rental revenue, or approximately 3.1% cumulatively over the last two quarters. Including this deferred rent, we have accounted for 96.5% and 95.8% of third quarter and second quarter retail recurring rental revenue, respectively. We are diligently working to get payment plans in place with the remaining tenants to recover unpaid balances. Rent deferrals have included lease amendments that were limited to take-out and delivery services only. Personal service providers including salons and fitness centers deemed nonessential have been closed, but are a smaller percentage of our tenant mix.add additional term and/or eliminate cumbersome restrictions on the greater center, ultimately unlocking additional long-term value across the portfolio.
While there is uncertainty as to when other parts of the country restrictions will be relaxed or lifted, 87% of our tenant base is located in states (GA, TX, FL, TN, SC and AL) which have all begun to reopen. As the COVID-19 restrictions begin to ease, our personal service tenants of hair salons, nail salons, fitness centers, medical providers and restaurants will begin their recovery as customers will return to shopping at our daily needs oriented shopping centers. We believe long term that the tenant makeup of our centers is significantly less impacted by e-commerce, and the grocery anchors will continue to generate repeat trips to the center.
We will continue to invest in the grocers who invest in their brands, developing their e-commerce strategies, and that continue to optimize their in-store shopping experience for customers. Publix and Kroger anchor 41 of our 54 shopping centers and both have hit record sales levels during the pandemic. Both of these grocers are positioned to gain market share in the future as a result of their proactive approach to technology through proprietary services like Click List (Kroger), operational expertise, and strong financial positions.
Preferred Office Properties
We continue to hold a positive outlook for the office industry in our markets, notwithstanding COVID-19, while acknowledging that in the immediate near term this positive performance may be more relative than absolute. Multi-year contractual leases and rent schedules paired with corporate balance sheets offer protection against theadverse impacts of the pandemic. While unprecedented acceleration in new unemployment claimspandemic, and revenue disruptions from a temporary consumer demand shock are having adverse impacts across the entire domestic and international economy, office-using employment has fared better thus far than have hourly wage earners. In addition, certain industries have been more affected - namely travel and leisure, and the energy sector. Markets with concentrations to these industries are likely to be more strained than others. We also believe New York City will be slower to recover due to the severity of its encounter with the virus. Fortunately, the Company’s office investments are not located in New York City or any markets where tourism or energy is the primary economic driver. LeasingWhile leasing activity has been impacted by uncertainty from COVID-19, and investment saleswe are likely to be at a reduced pace until there is more visibility as tosee some level of continued softness on that front in the timing and speed of the U.S. recovery. Again,near-term, fortunately the Company’s office investments are 97%96% leased with limited lease expirations upcoming. Inonly approximately 12% of the meantimeportfolio expiring through 2022. Beyond that we expect corporate customers to turn to their balance sheets where necessary to weatherbelieve the impacts on revenues. Longer duration leases for office
space and well-capitalized corporate customersmore lasting consequence of this event will be highlighted through this period, offering stabilityan acceleration of migration trends to high-quality, “core” profile office owners.the SunBelt that were already underway.
Critical Accounting Policies
There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-
K for the year ended December 31, 2019, besides the following.
Expected Credit Loss Reserves
On January 1, 2020, we adopted ASU 2016-13, that replaced the incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for total expected future losses on financial assets at the outset of each loan. For each loan for which we are the lender, the amount of protection afforded to us is estimated to be the excess of the future estimated fair market value of the developed property over the commitment amount of each loan (including other loans senior to ours), inclusive of accrued interest and other related receivables. The excess represents the amount of equity dollars in each real estate project plus profit expected to be realized on the project, which are in a subordinate position to our real estate loan investments. This numeric result is expressed as a percentage of the property's expected future fair value, which is then held up against a banded range of loss percentages that was derived from our company-specific loss experience. The product of this indicated loss reserve ratio and the total loan commitment amount is the initial total expected credit loss reserve. This loss reserve may be further refined by us due to any subjective factors deemed pertinent and worthy of reflection in the initial reserve. Over the life of the loan, the initial reserve is reevaluated for potential reduction at the achievement of certain milestones in construction and lease-up progress as the project approaches completion and the loan approaches maturity, given no unforeseen degradation in project performance or failure to adhere to the terms of the loan by the borrower/developer.
Off-Balance Sheet Arrangements
As of September 30, 2020, we had 1,388,362 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, with a minimum exercise price of $19.50 per share for Warrants issued after February 15, 2017. 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 September 30, 2020, a total of 531,522 Warrants had been exercised into 10,630,440 shares of Common stock. The 1,388,362 Warrants outstanding at September 30, 2020 have exercise prices that range between $15.31 and $26.34 per share. If all the Warrants outstanding at September 30, 2020 became exercisable and were exercised, gross proceeds to us would be approximately $136.3 million and we would as a result issue an additional 27,767,240 shares of Common Stock.
New Accounting Pronouncements
For a discussion of our adoption of new accounting pronouncements, please see Note 2 of our Consolidated Financial Statements.
Results of Operations
Certain financial highlights of our results of operations for the three-monthnine-month period ended March 31,September 30, 2020 were:
Amidst the COVID-19 pandemic, we collected 96.3% or better of rental revenues across all our verticals for the month of April 2020 except for our in-line retail tenants and we are tracking at generally the same pace for May.Financial
|
| | | | | | | | | | | | |
| | | 2020 Cash Collections of Certain Rental Revenues (1) |
| | | January | | February | | March | | April |
| | | | | | | | | |
| Multifamily | | 99.4 | % | | 99.4 | % | | 99.1 | % | | 97.7 | % |
| Student housing | | 99.8 | % | | 99.9 | % | | 99.5 | % | | 97.3 | % |
| Office | | 99.7 | % | | 99.5 | % | | 98.7 | % | | 96.3 | % |
| Grocery-anchored retail: | | | | | | | | |
| Grocery anchors | | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| In-line tenants | | 98.7 | % | | 98.9 | % | | 95.8 | % | | 66.7 | % |
| | | | | | | | | |
| Occupancy: | | | | | | | | |
| Multifamily | | 95.1 | % | | 95.5 | % | | 95.7 | % | | 94.3 | % |
| Student housing | | 96.1 | % | | 96.3 | % | | 96.2 | % | | 96.2 | % |
| Percent leased: | | | | | | | | |
| Office | | 96.3 | % | | 96.3 | % | | 96.7 | % | | 95.9 | % |
| Grocery-anchored retail | | 92.9 | % | | 92.6 | % | | 92.6 | % | | 92.5 | % |
(1) Percent of revenue billed includes base rent, operating expense escalations, pet, garage, parking and storage rent. Figures are before any effect of rent deferrals.
•Our net loss per share was $(4.44)$(0.79) and $(0.66)$(0.71) for the three-month periods ended March 31,September 30, 2020 and 2019, respectively. Funds From Operations, or FFO, for the three months ended March 31,September 30, 2020 was $(3.42)$0.17 per weighted average share of Common Stock and unitClass A Unit outstanding and includes costs associated with the acquisition of Preferred Apartment Advisors, LLC (our "Former Manager") of approximately $178.8 million. Excluding these costs, ourreflects lower purchase option termination revenues, lower interest income, higher preferred dividends and a higher share count. Core FFO per share was $0.31$0.26 for the three months ended March 31, 2020. Core FFO was $0.38September 30, 2020 as compared to $0.35 for the three months ended March 31, 2020, as comparedSeptember 30, 2019 and was similarly impacted by the items listed above.
•Our FFO per share result increased to $0.41$0.17 for the threethird quarter 2020 from $(0.01) for the second quarter 2020; our Core FFO per share result increased to $0.26 for the third quarter 2020 from $0.22 for the second quarter 2020 and our AFFO per share result increased to $0.07 for the third quarter 2020 from $0.05 for the second quarter 2020. Core FFO increased 22.1% for the third quarter 2020 from the second quarter 2020.
•Our Core FFO payout ratio to Common Stockholders and Unitholders was approximately 67.8% and our Core FFO payout ratio (before the deduction of preferred dividends) to our preferred stockholders was approximately 73.0%. (A)
•Our AFFO payout ratio to Common Stockholders and Unitholders was approximately 95.1% for the trailing twelve months ended March 31, 2019.
| |
• | For the first quarter 2020, our declared dividends to preferred and Common Stockholders and distributions to Unitholders exceeded our NAREIT-defined FFO result for the period, which was negative. Our Core FFO payout ratio to Common Stockholders and Unitholders was approximately 69.4% and our Core FFO payout ratio (before the deduction of preferred dividends) to our preferred stockholders was approximately 64.4%(B)
|
| |
• | Our AFFO payout ratio to Common Stockholders and Unitholders was approximately 55.9% for the first quarterSeptember 30, 2020. Our AFFO payout ratio (before the deduction of preferred dividends) to our preferred stockholders was approximately 59.3% for the first quarter 2020. (B) We have approximately $20.2 million of accrued but not yet received interest revenue on our real estate loan investment portfolio.
|
On January 1, 2020, Joel T. Murphy became Chief Executive Officer of the Company. Mr. Murphy will continue as a member of the board, where he has served since May 2019 and as Chairman of the Company's Investment Committee, a role he has had since June 2018. Mr. Murphypreferred dividends) to our preferred stockholders was the CEO of our New Market Properties subsidiaryapproximately 90.9% for the last five years until his appointment asthird quarter 2020, 78.5% for the nine months ended September 30, 2020 and 75.1% for the trailing twelve months ended September 30, 2020.(A) Our AFFO payout ratios were negatively impacted by the reduced level of accrued interest received on our CEO. Mr. Murphy succeeded Daniel M. DuPree as CEO. Mr. DuPree will remain with us as Executive Chairman of the Board.
On January 31, 2020, we internalized the functions performed by Preferred Apartment Advisors, LLC (the "Former Manager")real estate loan investment portfolio and NMP Advisors, LLC (the "Sub-Manager") by acquiring the entities that own the Manager and the Sub-Manager (such transactions, collectively, the "Internalization") for an aggregate purchase price of $154.0 million, plus up to $25.0increased property insurance rates. We have approximately $24.8 million of additional consideration to be paid within 36 months. Additionally, up to $15.0 million of the $154.0 million purchase price was to be held back and is payable to the sellers less certain losses following final resolution of certain specified matters. Pursuant to the Stock Purchase Agreement entered intoaccrued interest revenue on January 31, 2020 the sellers sold all of the outstanding shares of NELL Partners, Inc. (“NELL”) and NMA Holdings, Inc., parent companies of the Manager and Sub-Manager, respectively, to us, in exchange for an aggregate of approximately $111.1 million in cash paid at the closing which reflects the satisfaction of certain indebtedness of NELL, the estimated net working capital adjustment, and a hold back of $15.0 million for certain specified matters.
During the first quarter 2020, the borrowers of the Dawson Marketplace, Falls at Forsyth, and (in conjunction with our acquisition of the underlying property) Altis Wiregrass real estate loans repaid all amounts due under the loans, including aggregate principal amounts of approximately $53.9 million and interest accrued in periods prior to the first quarter 2020 of approximately $8.9 million, the latter ofloan investment portfolio, which was additive to our first quarter 2020will positively impact AFFO result. The three mezzanine loan investments that matured this quarter yielded a weighted average 17% internal rate of return.when collected.
•As of March 31, 2020, the average age of our multifamily communities was approximately 5.8 years, which is the youngest in the public multifamily REIT industry.
As of March 31, 2020, approximately 94.5% of our permanent property-level mortgage debt has fixed interest rates and approximately 3.7% has variable interest rates which are capped. We believe we are well protected against potential increases in market interest rates.
As of March 31,September 30, 2020, our total assets were approximately $4.8approximately $4.7 billion. Our total assets at March 31,September 30, 2019 alsoof approximately $4.8$5.3 billion included approximately $545$585.8 million of VIE mortgage pool assets attributable to other mortgage pool participants that were consolidated due to our investments in the Freddie Mac K Program. During the fourth quarter 2019 we sold our K Program investments, realizing an internal rate of return of approximately 18%. Excluding the consolidated VIE mortgage pool assets from the March 31,September 30, 2019 total, our total assets grew approximately $570.4 million, or 13.4%.$49.3 million.
At March 31, 2020, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 53.7%.
On March 20, 2020, we delivered a written termination notice to the prospective purchaser of six of our student housing properties for their failure to consummate the purchase. Accordingly, we received an additional $2.75 million of forfeited earnest money as liquidated damages.
(A) We calculate the FFO payout ratio to Common Stockholders as the ratio of Common Stock dividends and distributions to FFO Attributable to Common Stockholders and Unitholders. We calculate the FFO payout ratio to preferred stockholders as the ratio of Preferred Stock dividends to the sum of Preferred Stock dividends and FFO. 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.
(B) We calculate the Core FFO and AFFO payout ratios to Common Stockholders as the ratio of Common Stock dividends and distributions to Core FFO and AFFO. We calculate the Core FFO and AFFO payout ratios to preferred stockholders as the ratio of Preferred Stock dividends to the sum of Preferred Stock dividends and Core FFO and AFFO. Since our operations resulted in a net loss from continuing operations for the periods presented, a payout ratio based on net loss is not calculable. See Definitions of Non-GAAP Measures.
The following chart details monthly cash collections of rental revenues before and after the effect of rent deferrals across all our operating business lines as of November 6, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 Cash Collections of Recurring Rental Revenues (1) | | |
| Unadjusted for rent deferrals: | | First quarter | | April | | May | | June | | July | | August | | September | | October |
| | | | | | | | | | | | | | | | |
| Multifamily | | 99.9 | % | | 98.8 | % | | 98.8 | % | | 98.8 | % | | 98.8 | % | | 99.0 | % | | 99.0 | % | | 98.5 | % |
| Student housing | | 99.9 | % | | 97.9 | % | | 97.0 | % | | 97.4 | % | | 97.0 | % | | 98.6 | % | | 98.8 | % | | 98.9 | % |
| Office | | 99.8 | % | | 98.8 | % | | 97.3 | % | | 97.8 | % | | 98.9 | % | | 99.7 | % | | 99.9 | % | | 99.8 | % |
Grocery-anchored retail (2) | | 99.4 | % | | 91.5 | % | | 89.7 | % | | 91.5 | % | | 94.1 | % | | 95.0 | % | | 96.4 | % | | 95.6 | % |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 Cash Collections of Recurring Rental Revenues (1) | | |
| Adjusted for rent deferrals: | | First quarter | | April | | May | | June | | July | | August | | September | | October |
| | | | | | | | | | | | | | | | |
| Multifamily | | 99.9 | % | | 99.7 | % | | 99.5 | % | | 98.9 | % | | 98.9 | % | | 99.0 | % | | 99.0 | % | | 98.5 | % |
| Student housing | | 99.9 | % | | 98.4 | % | | 97.4 | % | | 97.4 | % | | 97.0 | % | | 98.6 | % | | 98.8 | % | | 98.9 | % |
| Office | | 99.8 | % | | 99.7 | % | | 99.8 | % | | 99.9 | % | | 99.8 | % | | 99.7 | % | | 99.9 | % | | 99.8 | % |
Grocery-anchored retail (2) | | 99.5 | % | | 96.8 | % | | 95.2 | % | | 95.7 | % | | 96.7 | % | | 96.0 | % | | 97.0 | % | | 96.5 | % |
| | | | | | | | | | | | | | | | |
(1) Percent of revenue billed includes recurring charges for base rent, operating expense escalations, pet, garage, parking and storage rent, as well as receivables from U.S. Government tenants, from which collection is reasonably assured.
(2) Includes an investment in an unconsolidated joint venture that is not prorated for our ownership percentage.
The following chart details monthly occupancy and percent leased rates across all our operating business lines:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2020 Monthly Occupancy and Percentages Leased | | |
| | First quarter | | April | | May | | June | | July | | August | | September | | October |
| | | | | | | | | | | | | | | | |
| Occupancy: | | | | | | | | | | | | | | | | |
| Multifamily (stabilized) | | 95.5 | % | | 94.4 | % | | 94.4 | % | | 95.2 | % | | 95.1 | % | | 96.0 | % | | 95.6 | % | | 95.4 | % |
| Student housing | | 96.1 | % | | 96.0 | % | | 95.8 | % | | 95.8 | % | | 95.9 | % | | 95.1 | % | | 95.3 | % | | 95.5 | % |
| Percent leased: | | | | | | | | | | | | | | | | |
| Office | | 96.7 | % | | 95.9 | % | | 96.2 | % | | 96.2 | % | | 96.1 | % | | 95.9 | % | | 95.5 | % | | 95.4 | % |
Grocery-anchored retail (1) | | 92.6 | % | | 92.5 | % | | 92.5 | % | | 92.7 | % | | 92.8 | % | | 92.8 | % | | 92.5 | % | | 92.4 | % |
(1) Includes an investment in an unconsolidated joint venture that is not prorated for our ownership percentage.
Operational
•Our average recurring rental revenue collections before and after any effect of rent deferrals for the third quarter 2020 were approximately 99.0% and 99.0% for multifamily communities, 99.5% and 99.8% for office properties and 95.2% and 96.6% for grocery-anchored retail properties, respectively. Rent deferments provided to our residents/tenants primarily related to a change of timing of rent payments with no significant changes to total payments or term.
•As of September 30, 2020, we have deferred $1.5 million of retail recurring rental revenue, or approximately 3.1% cumulatively over the last two quarters. Including this deferred rent, we have accounted for 96.6% and 95.9% of third quarter and second quarter retail recurring rental revenue, respectively. In addition to the deferrals, we granted approximately $324,000 of COVID-19 related rental abatements, or approximately 0.7% of retail recurring rental revenues cumulatively over the last two quarters. These rental abatements were generally accompanied by an increase in the tenant’s lease term or the lease terms were amended to be more favorable to us. We have also reserved $928,000 or 3.4% of total retail revenues (inclusive of straight line rent) in the third quarter, increasing our total reserves to $2.5 million or 3.0% of total retail revenues year to date, which is 0.7% of total company rental and other property revenues.
•On July 31, 2020, we received approximately $18.7 million in full satisfaction of the principal and all interest due on our Palisades real estate loan investment. Included in this total was the receipt of approximately $375,000 of deferred interest revenue on the loan, which was additive to AFFO for the quarter.
•As of September 30, 2020, the average age of our multifamily communities was approximately 6.3 years, which is the youngest in the public multifamily REIT industry.
•As of September 30, 2020, all of our owned multifamily communities had achieved stabilization, which we define as reaching 93% physical occupancy for three full months in a quarter.
Financing and Capital Markets
•On July 10, 2020, we closed on a refinancing of the mortgage on our Citrus Village multifamily community. The new instrument has a principal amount of $40.9 million, bears interest at a fixed rate of 2.95% per annum and matures on August 1, 2027. Monthly interest-only payments are due through August 31, 2022.
•As of September 30, 2020, approximately 94.1% of our permanent property-level mortgage debt has fixed interest rates and approximately 4.2% has variable interest rates which are capped. We believe we are well protected against potential increases in market interest rates. Our overall weighted average interest rate for our mortgage debt portfolio was 3.68% for residential properties, 4.13% for office properties and 3.91% for grocery-anchored retail properties.
•At September 30, 2020, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 54.0%.
•During the third quarter 2020, we issued and sold an aggregate of 34,603 shares of Series A1 Redeemable Preferred Stock, resulting in net proceeds of approximately $31.1 million after commissions and other fees. During the third quarter 2020, we issued and sold an aggregate of 7,862 shares of Series M1 Redeemable Preferred Stock, resulting in net proceeds of approximately $7.6 million after dealer manager fees. During the third quarter 2020, we issued approximately 617,000 shares of Common Stock through our ATM program, and collected net proceeds of approximately $4.5 million.
• During the third quarter 2020, we issued a total of 42,465 shares of preferred stock and redeemed 37,391 shares of preferred stock for a net total of 5,074 shares issued.
Significant Transactions
•On July 15, 2020, we contributed our Neapolitan Way grocery-anchored shopping center into an unconsolidated joint venture from which we collected approximately $19.2 million of proceeds and realized a gain on the transaction of approximately $3.3 million. Subsequently, the joint venture obtained a mortgage on the property, reducing our investment to approximately $6.9 million. We retain a 50% financial and voting interest in the property.
•On September 3, 2020, we closed on a real estate loan investment of up to approximately $20.7 million to partially finance the development and construction of a 320-unit multifamily community to be located in suburban Atlanta, Georgia. The aggregate carrying amount of our real estate loan investment portfolio was approximately $309.6 million at September 30, 2020.
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 and rights of first offer, but not obligations, to purchase certain of the properties which are partially financed by our real estate loans, as shown in the table below.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 up to 15 basis points (if any), depending on the loan.
As of March 31,September 30, 2020, potential property acquisitions and units from projects in our real estate loan investment portfolio consisted of:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total units upon | | Purchase option window | |
| Project/Property | Location | | completion (1) | | Begin | | End | |
| | | | | | | | |
| Residential properties: | | | | | | | | |
| V & Three | Charlotte, NC | | 338 | | | S + 90 days (2) | | S + 150 days (2) | |
| The Anson | Nashville, TN | | 301 | | | S + 90 days (2) | | S + 150 days (2) | |
| Southpoint | Fredericksburg, VA | | 240 | | | S + 90 days (2) | | S + 150 days (2) | |
| E-Town | Jacksonville, FL | | 332 | | | S + 90 days (3) | | S + 150 days (3) | |
| Vintage | Destin, FL | | 282 | | | (4) | | (4) | |
| Hidden River II | Tampa, FL | | 204 | | | S + 90 days (2) | | S + 150 days (2) | |
| Kennesaw Crossing | Atlanta, GA | | 250 | | | (5) | | (5) | |
| Vintage Horizon West | Orlando, FL | | 340 | | | (4) | | (4) | |
| Solis Chestnut Farm | Charlotte, NC | | 256 | | | (5) | | (5) | |
| Vintage Jones Franklin | Raleigh, NC | | 277 | | | (4) | | (4) | |
| Solis Kennesaw II | Atlanta, GA | | 175 | | | (6) | | (6) | |
| Solis Cumming | Atlanta, GA | | 320 | | | (5) | | (5) | |
| | | | | | | | |
| Office property: | | | | | | | | |
| 8West | Atlanta, GA | | (7) | | (7) | | (7) | |
| | | | | | | | |
| | | 3,315 | | | | | | |
| | | | | | | | |
(1) We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio. The purchase options held by us on the 464 Bishop, Haven Charlotte, Sanibel Straights, Wiregrass, Newbergh, Cameron Square, Solis Kennesaw and Falls at Forsyth projects were terminated, in exchange for an aggregate $17.2 million in termination fees from the developers. | |
(2) The option period window begins and ends at the number of days indicated beyond the achievement of a 93% physical occupancy rate by the underlying property. | |
(3) The option period window begins on the earlier of June 21, 2024 and the number of days indicated beyond the achievement of a 93% physical occupancy rate by the underlying property. | |
(4) The option period window begins on the later of one year following receipt of final certificate of occupancy or 90 days beyond the achievement of a 93% physical occupancy rate by the underlying property and ends 60 days beyond the option period beginning date. | |
(5) We hold a right of first offer on the property. | |
(6) The option period begins on October 1 of the second academic year following project completion and ends on the following December 31. The developer may elect to expedite the option period to begin December 1, 2020 and end on December 31, 2020. | |
(7) The project plans are for the construction of a class A office building consisting of approximately 195,000 rentable square feet; our purchase option window opens 90 days following the achievement of 90% lease commencement and ends on November 30, 2024 (subject to adjustment). Our purchase option is at the to-be-agreed-upon market value. In the event the property is sold to a third party, we would be due a fee based on a minimum multiple of 1.15 times the total commitment amount of the real estate loan investment, less the amounts actually paid by the borrower, up to and including payment of accrued interest and repayment of principal at the time of the sale. | |
|
| | | | | | | | | |
| | | Total units upon | | Purchase option window | |
Project/Property | Location | | completion (1)
| | Begin | | End | |
| | | | | | | | |
Multifamily communities: | | | | | | | | |
V & Three | Charlotte, NC | | 338 |
| | S + 90 days (2)
| | S + 150 days (2)
| |
The Anson | Nashville, TN | | 301 |
| | S + 90 days (2)
| | S + 150 days (2)
| |
Southpoint | Fredericksburg, VA | | 240 |
| | S + 90 days (2)
| | S + 150 days (2)
| |
E-Town | Jacksonville, FL | | 332 |
| | S + 90 days (3)
| | S + 150 days (3)
| |
Vintage | Destin, FL | | 282 |
| | (4)
| | (4)
| |
Hidden River II | Tampa, FL | | 204 |
| | S + 90 days (2)
| | S + 150 days (2)
| |
Kennesaw Crossing | Atlanta, GA | | 250 |
| | (5)
| | (5)
| |
Vintage Horizon West | Orlando, FL | | 340 |
| | (4)
| | (4)
| |
Solis Chestnut Farm | Charlotte, NC | | 256 |
| | (5)
| | (5)
| |
| | | | | | | | |
Student housing property: | | | | | | | | |
Solis Kennesaw II | Atlanta, GA | | 175 |
| | (6)
| | (5)
| |
| | | | | | | | |
Office property: | | | | | | | | |
8West | Atlanta, GA | | (6)
|
| | (7)
| | (7)
| |
| | | | | | | | |
| | | 2,718 |
| | | | | |
| | | | | | | | |
(1) We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio. The purchase options held by us on the 464 Bishop, Haven Charlotte, Sanibel Straights, Wiregrass, Newbergh, Cameron Square, Solis Kennesaw and Falls at Forsyth projects were terminated, in exchange for an aggregate $17.2 million in termination fees from the developers.
| |
(2) The option period window begins and ends at the number of days indicated beyond the achievement of a 93% physical occupancy rate by the underlying property.
| |
(3) The option period window begins on the earlier of June 21, 2024 and the number of days indicated beyond the achievement of a 93% physical occupancy rate by the underlying property.
| |
(4) The option period window begins on the later of one year following receipt of final certificate of occupancy or 90 days beyond the achievement of a 93% physical occupancy rate by the underlying property and ends 60 days beyond the option period beginning date.
| |
(5) We hold a right of first offer on the property, at a to-be-agreed-upon market price.
| |
(6) The option period begins on October 1 of the second academic year following project completion and ends on the following December 31. The developer may elect to expedite the option period to begin December 1, 2020 and end on December 31, 2020.
| |
(7) The project plans are for the construction of a class A office building consisting of approximately 195,000 rentable square feet; our purchase option window opens 90 days following the achievement of 90% lease commencement and ends on NovemberThree-month and nine-month periods ended September 30, 2024 (subject to adjustment). Our purchase option is at the to-be-agreed-upon market value. In the event the property is sold to a third party, we would be due a fee based on a minimum multiple of 1.15 times the total commitment amount of the real estate loan investment, less the amounts actually paid by the borrower, up to and including payment of accrued interest and repayment of principal at the time of the sale.
| |
Three months ended March 31, 2020 compared to 2019
The following discussion and tabular presentations highlight the major drivers behind the line item changes in our results of operations for the three-month and nine-month periods ended March 31,September 30, 2020 versus 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Apartment Communities, Inc. | | Three-month periods ended September 30, | | Change inc (dec) |
| | 2020 | | 2019 | | Amount | | Percentage |
| Revenues: | | | | | | | | |
| Rental and other property revenues | | $ | 114,831 | | | $ | 105,049 | | | $ | 9,782 | | | 9.3 | % |
| Interest income on loans and notes receivable | | 10,649 | | | 12,608 | | | (1,959) | | | (15.5) | % |
| Interest income from related parties | | 609 | | | 2,546 | | | (1,937) | | | (76.1) | % |
| Miscellaneous revenues | | 608 | | | — | | | 608 | | | — | |
| Total revenues | | 126,697 | | | 120,203 | | | 6,494 | | | 5.4 | % |
| | | | | | | | |
| Operating expenses: | | | | | | | | |
| Property operating and maintenance | | 19,278 | | | 16,493 | | | 2,785 | | | 16.9 | % |
| Property salary and benefits | | 6,054 | | | 5,360 | | | 694 | | | 12.9 | % |
| Property management fees | | 983 | | | 3,534 | | | (2,551) | | | (72.2) | % |
| Real estate taxes and insurance | | 16,078 | | | 14,474 | | | 1,604 | | | 11.1 | % |
| General and administrative | | 7,898 | | | 1,364 | | | 6,534 | | | 479.0 | % |
| Equity compensation to directors and executives | | 582 | | | 305 | | | 277 | | | 90.8 | % |
| Depreciation and amortization | | 51,794 | | | 46,239 | | | 5,555 | | | 12.0 | % |
| Asset management and general and administrative expense fees to related party | | — | | | 8,611 | | | (8,611) | | | (100.0) | % |
| Provision for expected credit losses | | (152) | | | — | | | (152) | | | — | |
| Management internalization expense | | 577 | | | 818 | | | (241) | | | — | |
| Total operating expenses | | 103,092 | | | 97,198 | | | 5,894 | | | 6.1 | % |
| | | | | | | | |
| Waived asset management and general and administrative expense fees | | — | | | (3,081) | | | 3,081 | | | (100.0) | % |
| | | | | | | | |
| Net operating expenses | | 103,092 | | | 94,117 | | | 8,975 | | | 9.5 | % |
| | | | | | | | |
| Operating (loss) income before gain on sale of real estate and loss from unconsolidated joint venture | | 23,605 | | | 26,086 | | | (2,481) | | | (9.5) | % |
| Loss from unconsolidated joint venture | | (120) | | | — | | | (120) | | | — | % |
| Gain on sale of real estate, net | | 3,261 | | | — | | | 3,261 | | | — | |
| Operating income | | 26,746 | | | 26,086 | | | 660 | | | 2.5 | % |
| Interest expense | | 29,879 | | | 28,799 | | | 1,080 | | | 3.8 | % |
| Change in fair value of net assets of consolidated VIEs from mortgage-backed pools | | — | | | 591 | | | (591) | | | — | |
| Loss on extinguishment of debt | | (518) | | | (15) | | | (503) | | | — | |
| Gain on land condemnation | | 49 | | | — | | | 49 | | | — | |
| | | | | | | | |
| Net loss | | (3,602) | | | (2,137) | | | (1,465) | | | — | |
| Consolidated net loss (income) attributable to non-controlling interests | | 108 | | | 59 | | | 49 | | | 83.1 | % |
| | | | | | | | |
| Net loss attributable to the Company | | $ | (3,494) | | | $ | (2,078) | | | $ | (1,416) | | | — | |
| | | Preferred Apartment Communities, Inc. | | Three-month periods ended March 31, | | Change inc (dec) | Preferred Apartment Communities, Inc. | | Nine-month periods ended September 30, | | Change inc (dec) |
| | | 2020 | | 2019 | | Amount | | Percentage | | | 2020 | | 2019 | | Amount | | Percentage |
| Revenues: | | | | | | | | | Revenues: | | | | | | | | |
| Rental and other property revenues | | $ | 111,866 |
| | $ | 94,393 |
| | $ | 17,473 |
| | 18.5 | % | Rental and other property revenues | | $ | 338,271 | | | $ | 298,569 | | | $ | 39,702 | | | 13.3 | % |
| Interest income on loans and notes receivable | | 13,439 |
| | 11,288 |
| | 2,151 |
| | 19.1 | % | Interest income on loans and notes receivable | | 34,495 | | | 35,989 | | | (1,494) | | | (4.2) | % |
| Interest income from related parties | | 2,537 |
| | 5,802 |
| | (3,265 | ) | | (56.3 | )% | Interest income from related parties | | 3,750 | | | 9,980 | | | (6,230) | | | (62.4) | % |
| Miscellaneous revenues | | 3,260 |
| | 23 |
| | 3,237 |
| | — |
| Miscellaneous revenues | | 4,560 | | | 1,023 | | | 3,537 | | | 345.7 | % |
| Total revenues | | 131,102 |
| | 111,506 |
| | 19,596 |
| | 17.6 | % | Total revenues | | 381,076 | | | 345,561 | | | 35,515 | | | 10.3 | % |
| | | | | | | | | | |
| Operating expenses: | | | | | | | | | Operating expenses: | |
| Property operating and maintenance | | 16,800 |
| | 12,879 |
| | 3,921 |
| | 30.4 | % | Property operating and maintenance | | 52,919 | | | 43,236 | | | 9,683 | | | 22.4 | % |
| Property salary and benefits | | 5,191 |
| | 4,657 |
| | 534 |
| | 11.5 | % | Property salary and benefits | | 16,965 | | | 14,845 | | | 2,120 | | | 14.3 | % |
| Property management fees | | 2,003 |
| | 3,267 |
| | (1,264 | ) | | (38.7 | )% | Property management fees | | 4,028 | | | 10,174 | | | (6,146) | | | (60.4) | % |
| Real estate taxes and insurance | | 15,525 |
| | 14,090 |
| | 1,435 |
| | 10.2 | % | Real estate taxes and insurance | | 48,109 | | | 42,646 | | | 5,463 | | | 12.8 | % |
| General and administrative | | 6,364 |
| | 1,420 |
| | 4,944 |
| | 348.2 | % | General and administrative | | 23,109 | | | 4,171 | | | 18,938 | | | 454.0 | % |
| Equity compensation to directors and executives | | 230 |
| | 311 |
| | (81 | ) | | (26.0 | )% | Equity compensation to directors and executives | | 1,058 | | | 922 | | | 136 | | | 14.8 | % |
| Depreciation and amortization | | 49,509 |
| | 45,289 |
| | 4,220 |
| | 9.3 | % | Depreciation and amortization | | 153,096 | | | 137,191 | | | 15,905 | | | 11.6 | % |
| Asset management and general and administrative expense fees to related party | | 3,099 |
| | 7,829 |
| | (4,730 | ) | | (60.4 | )% | Asset management and general and administrative expense fees to related party | | 3,099 | | | 24,649 | | | (21,550) | | | (87.4) | % |
| Provision for expected credit losses | | 5,133 |
| | — |
| | 5,133 |
| | — |
| Provision for expected credit losses | | 5,463 | | | — | | | 5,463 | | | — | |
| Management internalization expense | | 178,793 |
| | 45 |
| | 178,748 |
| | — |
| Management internalization expense | | 179,828 | | | 1,143 | | | 178,685 | | | — | % |
| Total operating expenses | | 282,647 |
| | 89,787 |
| | 192,860 |
| | 214.8 | % | Total operating expenses | | 487,674 | | | 278,977 | | | 208,697 | | | 74.8 | % |
| | | | | | | | | | |
| Waived asset management and general and administrative expense fees | | (1,136 | ) | | (2,629 | ) | | 1,493 |
| | (56.8 | )% | Waived asset management and general and administrative expense fees | | (1,136) | | | (8,505) | | | 7,369 | | | (86.6) | % |
| | | | | | | | | | | | | | | | |
| Net operating expenses | | 281,511 |
| | 87,158 |
| | 194,353 |
| | 223.0 | % | Net operating expenses | | 486,538 | | | 270,472 | | | 216,066 | | | 79.9 | % |
| | | | | | | | | | | | | | | | |
| Operating (loss) income before gain on sale of trading investment | | (150,409 | ) | | 24,348 |
| | (174,757 | ) | | (717.7 | )% | |
| Gain on sale of trading investment | | — |
| | 4 |
| | (4 | ) | | (100.0 | )% | |
| Operating (loss) income before gain on sale of real estate and loss from unconsolidated joint venture | | Operating (loss) income before gain on sale of real estate and loss from unconsolidated joint venture | | (105,462) | | | 75,089 | | | (180,551) | | | (240.4) | % |
| Loss from unconsolidated joint venture | | Loss from unconsolidated joint venture | | (120) | | | — | | | (120) | | | — | % |
| Gain on sale of real estate, net | | Gain on sale of real estate, net | | 3,261 | | | 4 | | | 3,257 | | | 81,425.0 | % |
| Operating (loss) income | | (150,409 | ) | | 24,352 |
| | (174,761 | ) | | (717.6 | )% | Operating (loss) income | | (102,321) | | | 75,093 | | | (177,414) | | | (236.3) | % |
| Interest expense | | 29,593 |
| | 26,756 |
| | 2,837 |
| | 10.6 | % | Interest expense | | 90,608 | | | 83,166 | | | 7,442 | | | 8.9 | % |
| Change in fair value of net assets of consolidated VIEs from mortgage-backed pools | | — |
| | 141 |
| | (141 | ) | | — |
| Change in fair value of net assets of consolidated VIEs from mortgage-backed pools | | — | | | 1,316 | | | (1,316) | | | — | |
| Loss on extinguishment of debt | | — |
| | (17 | ) | | 17 |
| | — |
| Loss on extinguishment of debt | | (6,674) | | | (84) | | | (6,590) | | | — | |
| Gain on land condemnation | | 479 |
| | — |
| | 479 |
| | — |
| Gain on land condemnation | | 528 | | | 747 | | | (219) | | | (29.3) | % |
| | | | | | |
|
| |
| | | | | | | |
| Net loss | | (179,523 | ) | | (2,280 | ) | | (177,243 | ) | | — |
| Net loss | | (199,075) | | | (6,094) | | | (192,981) | | | — | |
| Consolidated net loss (income) attributable to non-controlling interests | | 3,141 |
| | (492 | ) | | 3,633 |
| | (738.4 | )% | Consolidated net loss (income) attributable to non-controlling interests | | 3,515 | | | 138 | | | 3,377 | | | 2,447.1 | % |
| | | | | | | | | | | | | | | | |
| Net loss attributable to the Company | | $ | (176,382 | ) | | $ | (2,772 | ) | | $ | (173,610 | ) | | — |
| Net loss attributable to the Company | | $ | (195,560) | | | $ | (5,956) | | | $ | (189,604) | | | — | |
|
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-month and nine-month periods ended March 31,September 30, 2020 versus 2019 are presented below. These statements of operations include no allocations of corporate overhead or other expenses.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| New Market Properties, LLC | | Three-month periods ended September 30, | | Change inc (dec) |
| | 2020 | | 2019 | | Amount | | Percentage |
| Revenues: | | | | | | | | |
| Rental revenues & other property revenues | | $ | 26,707 | | | $ | 24,826 | | | $ | 1,881 | | | 7.6 | % |
| Interest income on notes receivable | | — | | | 444 | | | (444) | | | (100.0) | % |
| Total revenues | | 26,707 | | | 25,270 | | | 1,437 | | | 5.7 | % |
| | | | | | | | |
| Operating expenses: | | | | | | | | |
| Property operating and maintenance | | 3,291 | | | $ | 2,730 | | | 561 | | | 20.5 | % |
| Property management fees | | 528 | | | 824 | | | (296) | | | (35.9) | % |
| Real estate taxes and insurance | | 3,653 | | | 3,511 | | | 142 | | | 4.0 | % |
| General and administrative | | 794 | | | 261 | | | 533 | | | 204.2 | % |
| Equity compensation to directors and executives | | 19 | | | 17 | | | 2 | | | 11.8 | % |
| Depreciation and amortization | | 12,688 | | | 11,677 | | | 1,011 | | | 8.7 | % |
| Asset management and general and administrative | | | | | | | | |
| expense fees to related parties | | — | | | 1,892 | | | (1,892) | | | (100.0) | % |
| Total operating expenses | | 20,973 | | | 20,912 | | | 61 | | | 0.3 | % |
| Waived asset management and general and administrative | | | | | | | | |
| expense fees | | — | | | (94) | | | 94 | | | (100.0) | % |
| Net operating expenses | | 20,973 | | | 20,818 | | | 155 | | | 0.7 | % |
| | | | | | | | |
| Operating income before gain on sale of real estate and loss from unconsolidated joint venture | | 5,734 | | | 4,452 | | | 1,282 | | | 28.8 | % |
| Loss from unconsolidated joint venture | | (120) | | | — | | | (120) | | | — | % |
| Gain on sale of real estate, net | | 3,261 | | | — | | | 3,261 | | | — | % |
| Operating income | | 8,875 | | | 4,452 | | | 4,423 | | | 99.3 | % |
| | | | | | | | |
| Interest expense | | 6,539 | | | 6,422 | | | 117 | | | 1.8 | % |
| Loss on extinguishment of debt | | — | | | (16) | | | 16 | | | (100.0) | % |
| Gain on land condemnation | | 49 | | | — | | | 49 | | | 100.0 | % |
| Net income (loss) | | $ | 2,385 | | | $ | (1,986) | | | $ | 4,371 | | | (220.1) | % |
| | | | | | | | |
| Consolidated net loss (income) attributable to non-controlling interests | | $ | (43) | | | $ | (12) | | | (31) | | | 258.3 | % |
| | | | | | | | |
| Net income (loss) attributable to the Company | | $ | 2,428 | | | $ | (1,974) | | | 4,402 | | | (223.0) | % |
|
| | | | | | | | | | | | | | | |
| New Market Properties, LLC | | Three-month periods ended March 31, | | Change inc (dec) |
| | | 2020 | | 2019 | | Amount | | Percentage |
| Revenues: | | | | | | | | |
| Rental revenues & other property revenues | | $ | 27,838 |
| | $ | 21,624 |
| | $ | 6,214 |
| | 28.7 | % |
| Interest income on notes receivable | | 164 |
| | 435 |
| | (271 | ) | | (62.3 | )% |
| Total revenues | | 28,002 |
| | 22,059 |
| | 5,943 |
| | 26.9 | % |
| | | | | | | | | |
| Operating expenses: | | | | | | | | |
| Property operating and maintenance | | 3,324 |
| | 2,309 |
| | 1,015 |
| | 44.0 | % |
| Property management fees | | 787 |
| | 767 |
| | 20 |
| | 2.6 | % |
| Real estate taxes and insurance | | 4,048 |
| | 3,188 |
| | 860 |
| | 27.0 | % |
| General and administrative | | 765 |
| | 99 |
| | 666 |
| | 672.7 | % |
| Equity compensation to directors and executives | | 13 |
| | 18 |
| | (5 | ) | | (27.8 | )% |
| Depreciation and amortization | | 13,414 |
| | 10,335 |
| | 3,079 |
| | 29.8 | % |
| Asset management and general and administrative | | | | | | | | |
| expense fees to related parties | | 720 |
| | 1,657 |
| | (937 | ) | | (56.5 | )% |
| Total operating expenses | | 23,071 |
| | 18,373 |
| | 4,698 |
| | 25.6 | % |
| Waived asset management and general and administrative | | | | | | | | |
| expense fees | | (17 | ) | | (99 | ) | | 82 |
| | (82.8 | )% |
| Net operating expenses | | 23,054 |
| | 18,274 |
| | 4,780 |
| | 26.2 | % |
| | | | | | | | | |
| Operating income | | 4,948 |
| | 3,785 |
| | 1,163 |
| | 30.7 | % |
| Interest expense | | 6,750 |
| | 5,586 |
| | 1,164 |
| | 20.8 | % |
| Gain on land condemnation | | 479 |
| | — |
| | 479 |
| | 100.0 | % |
| Net income (loss) | | $ | (1,323 | ) | | $ | (1,801 | ) | | $ | 478 |
| | (26.5 | )% |
| | | | | | | | | |
| Consolidated net loss (income) attributable to non-controlling interests | | $ | 31 |
| | $ | — |
| | 31 |
| | 100.0 | % |
| | | | | | | | | |
| Net income (loss) attributable to the Company | | $ | (1,292 | ) | | $ | (1,801 | ) | | 509 |
| | (28.3 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| New Market Properties, LLC | | Nine-month periods ended September 30, | | Change inc (dec) |
| | 2020 | | 2019 | | Amount | | Percentage |
| Revenues: | | | | | | | | |
| Rental revenues & other property revenues | | $ | 80,651 | | | $ | 68,894 | | | $ | 11,757 | | | 17.1 | % |
| Interest income on notes receivable | | 164 | | | 1,317 | | | (1,153) | | | (87.5) | % |
| Total revenues | | 80,815 | | | 70,211 | | | 10,604 | | | 15.1 | % |
| | | | | | | | |
| Operating expenses: | | | | | | | | |
| Property operating and maintenance | | 9,831 | | | 7,409 | | | 2,422 | | | 32.7 | % |
| Property management fees | | 1,921 | | | 2,345 | | | (424) | | | (18.1) | % |
| Real estate taxes and insurance | | 11,685 | | | 10,041 | | | 1,644 | | | 16.4 | % |
| General and administrative | | 2,680 | | | 577 | | | 2,103 | | | 364.5 | % |
| Equity compensation to directors and executives | | 47 | | | 53 | | | (6) | | | (11.3) | % |
| Depreciation and amortization | | 39,410 | | | 32,644 | | | 6,766 | | | 20.7 | % |
| Asset management and general and administrative | | | | | | | | |
| expense fees to related parties | | 720 | | | 5,274 | | | (4,554) | | | (86.3) | % |
| Total operating expenses | | 66,294 | | | 58,343 | | | 7,951 | | | 13.6 | % |
| Waived asset management and general and administrative | | | | | | | | |
| expense fees | | (17) | | | (296) | | | 279 | | | (94.3) | % |
| Net operating expenses | | 66,277 | | | 58,047 | | | 8,230 | | | 14.2 | % |
| | | | | | | | |
| Operating income before gain on sale of real estate and loss from unconsolidated joint venture | | 14,538 | | | 12,164 | | | 2,374 | | | 19.5 | % |
| Loss from unconsolidated joint venture | | (120) | | | — | | | (120) | | | — | % |
| Gain on sale of real estate, net | | 3,261 | | | — | | | 3,261 | | | — | % |
| Operating income | | 17,679 | | | 12,164 | | | 5,515 | | | 45.3 | % |
| | | | | | | | |
| Interest expense | | 19,876 | | | 18,123 | | | 1,753 | | | 9.7 | % |
| Loss on extinguishment of debt | | — | | | (68) | | | 68 | | | (100.0) | % |
| Gain on land condemnation | | 528 | | | — | | | 528 | | | 100.0 | % |
| Net income (loss) | | $ | (1,669) | | | $ | (6,027) | | | $ | 4,358 | | | (72.3) | % |
| | | | | | | | |
| Consolidated net loss (income) attributable to non-controlling interests | | $ | (82) | | | $ | (12) | | | (70) | | | 583.3 | % |
| | | | | | | | |
| Net income (loss) attributable to the Company | | $ | (1,587) | | | $ | (6,015) | | | 4,428 | | | (73.6) | % |
Recent acquisitions
Our acquisitions (net of dispositions) of real estate assets since January 1, 2019 were generally the primary drivers behind our increases in rental and property revenues and property operating expenses for the yearended March 31,September 30, 2020 versus 2019.
Real estate assets acquired
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Acquisition date | | Property | | Location | | Units | | Beds | | Leasable square feet | |
| | | | | | | | | | | | |
| | | Residential Properties: | | | | | | | | | |
| 3/27/2019 | | Haven49 | | Charlotte, NC | | 322 | | 887 | | - | |
| 8/8/2019 | | Artisan at Viera | | Melbourne, FL | | 259 | | - | | - | |
| 9/18/2019 | | Five Oaks at Westchase | | Tampa, FL | | 218 | | - | | - | |
| 3/31/2020 | | Horizon at Wiregrass | | Tampa, FL | | 392 | | - | | - | |
| 4/30/2020 | | Parkside at the Beach | | Panama City Beach, FL | | 288 | | - | | - | |
| | | | | | | | | | | | |
| | | New Market Properties: | | | | | |
| 1/17/2019 | | Gayton Crossing | | Richmond, VA | | - | | - | | 158,316 | | |
| 5/28/2019 | | Free State Shopping Center | | Washington, D.C. | | - | | - | | 264,152 | | |
| 6/12/2019 | | Disston Plaza | | Tampa - St. Petersburg, FL | | - | | - | | 129,150 | | |
| 6/12/2019 | | Polo Grounds Mall | | West Palm Beach, FL | | - | | - | | 130,285 | | |
| 8/16/2019 | | Fairfield Shopping Center (1) | | Virginia Beach, VA | | - | | - | | 231,829 | | |
| 11/14/2019 | | Berry Town Center | | Orlando, FL | | - | | - | | 99,441 | | |
| 12/19/2019 | | Hanover Shopping Center (1) | | Wilmington, NC | | - | | - | | 305,346 | | |
| 1/29/2020 | | Wakefield Crossing | | Raleigh, NC | | - | | - | | 75,927 | | |
| 3/19/2020 | | Midway Market | | Dallas, TX | | - | | - | | 85,599 | | |
| | | | | | | | | | | | |
| | | Preferred Office Properties: | | | | | | | | | |
| 7/25/2019 | | CAPTRUST Tower (1) | | Raleigh, NC | | - | | - | | 300,000 | | |
| 7/31/2019 | | 251 Armour | | Atlanta, GA | | - | | - | | 35,000 | | |
| 12/20/2019 | | Morrocroft Centre (1) | | Charlotte, NC | | - | | - | | 291,000 | | |
| | | | | | | | | | | | |
| | | | | | | 1,479 | | | 887 | | | 2,106,045 | | |
|
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Acquisition date | | Property | | Location | | Units | | Beds | | Leasable square feet | |
| | | | | | | | | | | | | |
| | | | Multifamily communities: | | | | | | | | | |
| | 8/8/2019 | | Artisan at Viera | | Melbourne, FL | | 259 |
| | - |
| | - |
| |
| | 9/18/2019 | | Five Oaks at Westchase | | Tampa, FL | | 218 |
| | - |
| | - |
| |
| | 3/31/2020 | | Altis Wiregrass Ranch | | Tampa, FL | | 392 |
| | - |
| | - |
| |
| | | | | | | | | | | | | |
| | | | New Market Properties: | | | | | |
| | 1/17/2019 | | Gayton Crossing | | Richmond, VA | | - |
| | - |
| | 158,316 |
| |
| | 5/28/2019 | | Free State Shopping Center | | Washington, D.C. | | - |
| | - |
| | 264,152 |
| |
| | 6/12/2019 | | Disston Plaza | | Tampa - St. Petersburg, FL | | - |
| | - |
| | 129,150 |
| |
| | 6/12/2019 | | Polo Grounds Mall | | West Palm Beach, FL | | - |
| | - |
| | 130,285 |
| |
| | 8/16/2019 | | Fairfield Shopping Center (1) | | Virginia Beach, VA | | - |
| | - |
| | 231,829 |
| |
| | 11/14/2019 | | Berry Town Center | | Orlando, FL | | - |
| | - |
| | 99,441 |
| |
| | 12/19/2019 | | Hanover Shopping Center (1) | | Wilmington, NC | | - |
| | - |
| | 305,346 |
| |
| | 1/29/2020 | | Wakefield Crossing | | Raleigh, NC | | - |
| | - |
| | 75,927 |
| |
| | 3/19/2020 | | Midway Market | | Dallas, TX | | - |
| | - |
| | 85,599 |
| |
| | | | | | | | | | | | | |
| | | | Student housing properties: | | | | | | | | | |
| | 3/27/2019 | | Haven49 | | Charlotte, NC | | 322 |
| | 887 |
| | - |
| |
| | | | | | | | | | | | | |
| | | | Preferred Office Properties: | | | | | | | | | |
| | 7/25/2019 | | CAPTRUST Tower (1) | | Raleigh, NC | | - |
| | - |
| | 300,000 |
| |
| | 7/31/2019 | | 251 Armour | | Atlanta, GA | | - |
| | - |
| | 35,000 |
| |
| | 12/20/2019 | | Morrocroft Centre (1) | | Charlotte, NC | | - |
| | - |
| | 291,000 |
| |
| | | | | | | | | | | | | |
| | | | | | | | 1,191 |
| | 887 |
| | 2,106,045 |
| |
(1)Property is owned through a consolidated joint venture.
Rental and other property revenues
Rental and other property revenues increased 9.3% and 13.3% for the three-month and nine-month periods ended September 30, 2020 versus 2019 respectively, primarily due to properties acquired since January 1, 2019, with2019. These increases occurred in multifamily communities, grocery-anchored shoppingshopping centers and office buildings, accountingwhich accounted for 36.4% and 30.1%, respectively, and newly-acquired multifamily and student residential properties accounting for an additional 13.0% and 10.9%, respectively.most of our acquisition activity since January 1, 2019. Similar increases in property operations and maintenance and property salary and benefits expense were also driven by these acquisitions.
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.
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.
IncreasesChanges in occupancy rates and in percentages of leased space and rent growth are the primary drivers of increaseschanges 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 consumerconsumer confidence in the above factors.
Interest income
Interest income from our real estate loan investments decreased for the yearthree-month and nine-month periods ended March 31,September 30, 2020 versus 2019. The principal amount outstanding on our portfolio of real estate loan investments decreased to approximately $310.3$323.6 million at March 31,September 30, 2020 from $338.3$383.2 million at March 31,September 30, 2019. Interest revenue decreased due to the repayment or settlement of fully-drawn, larger balance loans prior to the first quarter 2020. Interest revenue from mortgage-backed securities and money market investments fell from approximately $198,000 for the first quarter 2019 to almost zero for the first quarter 2020. Revenues from the amortization of terminated purchase options decreased from approximately $4.2$1.3 million for the firstthird quarter 2019 to approximately $4.0$0.4 million for the firstthird quarter 2020 and decreased from approximately $6.9 million for the nine months ended September 30, 2019 to approximately $4.9 million for the nine months ended September 30, 2020. At September 30, 2020, we had unrecognized purchase option termination revenue of approximately $1.2 million that will be recognized by December 31, 2021. We recorded interest income and other revenue from these instruments as presented in Note 4 to our Consolidated Financial Statements.
Miscellaneous revenues for the year ended March 31, 2020 consisted primarily of aincluded forfeited earnest money depositdeposits from a prospective purchaserpurchasers of sixcertain of our student housing properties.properties of $2.75 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively.
Property management fees
We paid fees for property management services to our Former 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 arewere generally 4% of gross property revenues, of which generally 2.0% to 2.5% iswere paid to a third party management company. Property management fees for office building assets are within the range of 2.0%1.25% to 2.75% of gross property revenues, of which 1.5% to 2.25% is2.00% and are paid to a third party property management company. All property management fees paid to our Former Manager ceased effective with our Internalization on January 31, 2020, which resulted in a decrease of approximately $1.6$2.6 million and $6.6 million in these property management fees for the first quarterthree months and nine months ended September 30, 2020 as compared to the first quartercomparative periods in 2019.
Real estate taxes and insurance
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.properties. Real estate taxes rose primarily due to the incremental costs brought on by properties acquired since January 1, 2019. We generallygenerally 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. Insurance premiums are paid to insure against damages to our real estate assets and for liability claims.
General and Administrative
The increase increases in general and administrative expenses were due to charges for corporate salaries and administrative expenses that are borne by us following the management internalization.Internalization.
Equity compensation to directors and executives
Equity compensation expenses incurred fellincreased for the first quarterthree-month and nine-month periods ended September 30, 2020 as compared to the corresponding 2019 periodperiods, primarily due to the recognition of expense related to two new equity compensation grants. First, on June 17, 2020, a restricted stock grant was issued to employees and directors and second, on July 31, 2020, a grant of the third and final vesting trancheperformance-based restricted stock units was issued to certain named executive officers. This increase in equity compensation expense was partially offset by a decrease in recognition of the 2017expense relating to Class B Unit grants. The last Class B Unit grant having almost completely been realized prior to be issued was in 2018, and the first quarterfinal one-third of the expense related to this grant will be recorded in 2020. We had no Class B Unit grants in 2019 or 2020.
Depreciation and amortization
The increases in depreciation and amortization for the three-month periodand nine-month periods ended March 31,September 30, 2020 versus 2019 increased due to the addition of properties acquired since January 1, 2019.
Asset management fees and general and administrative fees to related party
Monthly asset management fees were equal to one-twelfth of 0.50% of the total book value of assets, as adjusted. Generaland general and administrative expense fees were equal to 2% of the monthly gross revenues of the Company. Both were calculated as prescribed by the Former Management Agreement and were paid monthly to our Former Manager. These fees rose primarily due to the incremental assets and revenues brought on by acquired office buildings, grocery-anchored shopping centers, student housing properties and multifamily communities listed previously. Effectiveceased effective with the closing of our Internalization transaction on January 31, 2020, fees to the Former Manager will no longer be incurred.2020.
Provision for expected credit losseslosses
Effective January 1, 2020, we adopted ASU 2016-03, which requires us to estimate the amount of future credit losses we expect to incur over the lives of our real estate loan investments at the inception of each loan, rather than perform assessments for impairment as circumstances dictate. The Company’s opening reserve of approximately $7.4 million was recorded as a cumulative adjustment to accumulated earnings on January 1, 2020. Additionally, duringDuring the first quarter of 2020, wethe Company recorded current estimatedan aggregate net increase in its provisions for expected credit losses on our Berryessa, V & Three, and Kennesaw Crossing real estate loan investments that totaledof approximately $4.5 million.million, primarily related to the onset of the coronavirus pandemic. For the three months and nine months ended September 30, 2020, the Company recorded an aggregate net decrease of $0.8 million and increase of $3.6 million in its provision for expected credit losses, respectively, primarily related to development projects achieving construction and leasing milestones.
Management Internalization expense
On January 31, 2020, we internalized the functions performed by the Former Manager and the Sub-Manager by acquiring the entities that own the Manager and the Sub-Manager for an aggregate purchase price of $154 million, plus up to $25 million of additional consideration to be paid within 36 months.
Interest expense
The increase consisted of interest expense on mortgages that increased from $24.2$28.4 million for the firstthird quarter 2019 to $26.2$29.0 million for the firstthird quarter 2020, due to the additional acquired properties in 2019 and 2020. Interest expense onAdditionally, our revolving lineRevolving Line of credit increased from approximately $587,000Credit carried a higher balance for the firstthird quarter 2020 over the third quarter 2019, to approximately $859,000 for the first quarter 2020.resulting in an additional $0.5 million in interest expense.
See the sections entitled Contractual Obligations and Quantitative and Qualitative Disclosures About Market Risk.
Definitions of Non-GAAP Measures
We disclose FFO, Core FFO, AFFO and NOI,AFFO, each of which meet the definition of a “non-GAAP financial measure”, as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this filing a statement of why the Company believes that presentation of these measures provides useful information to investors. NoneThe non-GAAP measures of FFO, Core FFO, AFFO and NOI should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further FFO, Core FFO AFFO and NOIAFFO should be compared with our reported net income or net loss and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements. FFO, Core FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.
Funds From Operations Attributable to Common Stockholders and Unitholders (“FFO”)
FFO is one of the most commonly utilized Non-GAAP measures currently in practice. In its 2002 “White Paper on Funds From Operations,” which was restated in 2018,the National Association of Real Estate Investment Trusts, or NAREIT, standardized the definition of how Net income/loss should be adjusted to arrive at FFO, in the interests of uniformity and comparability. We have adopted the NAREIT definition for computing FFO as a meaningful supplemental gauge of our operating results, and as is most often presented by other REIT industry participants.
The NAREIT definition of FFO (and the one reported by the Company) is:
Net income/loss, excluding:
◦depreciation and amortization related to real estate;
◦gains and losses from the sale of certain real estate assets;
◦gains and losses from change in control and
◦impairment writedowns of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
Not all companies necessarily utilize the standardized NAREIT definition of FFO, so caution should be taken in comparing the Company’s reported FFO results to those of other companies. The Company’s FFO results are comparable to the FFO results of other companies that follow the NAREIT definition of FFO and report these figures on that basis. FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.
Core Funds From Operations Attributable to Common Stockholders and Unitholders (“Core FFO”)
The Company makes adjustments to FFO to remove costs incurred and revenues recorded that are singular in nature and outside the normal operations of the Company and portray its primary operational results. The Company calculates Core FFO as:
FFO, plus:
• acquisition and pursuit (dead deal) costs;
• Loanloan cost amortization on acquisition term notes and loan coordination fees;
• losses on debt extinguishments or refinancing costs;
• internalization costs;
• expenses incurred on the potential call of preferred stock;
• deemed dividends for redemptions of and non-cash dividends on preferred stock;
• non-cash (income) expense for current expected credit losses;
• Extraordinary Event -expenses related to the COVID-19 Expense;global pandemic; and
Less:
• earnest money forfeitures by prospective asset purchasers.
Core FFO figures reported by us may not be comparable to Core FFO figures reported by other companies. We utilize Core FFO as a supplemental 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 may be useful in comparing our operating performance with other real estate companies. Since our calculation of Core FFO removes costs incurred and revenues recorded that are often singular in nature and outside the normal operations of the Company, we believe it improves comparability to investors in assessing our core operating results across periods. 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;
• weather-related property operating losses;
• amortization of loan coordination fees paid to the Manager;
• depreciation and amortization of non-real estate assets;
• non-cash (income) expense for current expected credit losses;
• net loan origination fees received;
• accrued interest income received;
• cash received for purchase option terminations;
• deemed dividends on preferred stock redemptions;non-operating miscellaneous revenues;
• non-cash dividends on Series M Preferred Stock;Stock and mShares; and
• amortization of lease inducements;
Less:
• non-cash loan interest income;
• cash paid for loan closing costs;
• amortization of acquired real estate intangible liabilities;
• amortization of straight line rent adjustments and deferred revenues; and
• normally-recurring capital expenditures and capitalized retail directsecond generation leasing costs.
AFFO figures reported by us may not be comparable to those AFFO figures reported by other companies. We utilize AFFO as another measure of the operating performance of our portfolio of real estate assets. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and may be useful in comparing our operating performance with other real estate companies. Since our calculation of AFFO removes other significant non-cash charges and revenues and other costs which are not representative of our ongoing business operations, we believe it improves comparability to investors in assessing our core operating results across periods. 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.
|
| | | | | | | | | | | |
| Reconciliation of FFO Attributable to Common Stockholders and Unitholders and AFFO |
to Net (Loss) Income Attributable to Common Stockholders (A) |
| | | | | | Three months ended March 31, |
| (In thousands, except per-share figures) | | | 2020 | | 2019 |
| | | | | | | | |
| Net (loss) income attributable to common stockholders (See note 1) | $ | (209,452 | ) | | $ | (28,313 | ) |
| | | | | | | | |
| Add: | Depreciation of real estate assets | | 39,775 |
| | 35,717 |
|
| | Depreciation of real estate assets attributable to joint ventures | | 8,982 |
| | 9,123 |
|
| | Net (loss) income attributable to Class A Unitholders (See note 2) | (3,094 | ) | | 492 |
|
| FFO attributable to common stockholders and unitholders | (163,789 | ) | | 17,019 |
|
| | | | | | | | |
| | Acquisition and pursuit costs | 246 |
| | — |
|
| | Loan cost amortization on acquisition term notes and loan coordination fees (See note 3) | 678 |
| | 487 |
|
| | Payment of costs related to property refinancing | — |
| | 55 |
|
| | Internalization costs (See note 4) | 178,793 |
| | 45 |
|
| | Noncash dividends on preferred stock | | 544 |
| | 96 |
|
| | Noncash (income) expense for current expected credit losses (See note 5) | 4,530 |
| | — |
|
| | Extraordinary Event - COVID-19 Expense | 29 |
| | — |
|
| | Earnest money forfeited by prospective asset purchaser | (2,750 | ) | | — |
|
| Core FFO attributable to common stockholders and unitholders | 18,281 |
| | 17,702 |
|
| | | | | | |
| Add: | Non-cash equity compensation to directors and executives | | 230 |
| | 311 |
|
| | Amortization of loan closing costs (See note 6) | | 1,166 |
| | 1,131 |
|
| | Depreciation/amortization of non-real estate assets | | 556 |
| | 449 |
|
| | Net loan fees received (See note 7) | | 267 |
| | 401 |
|
| | Deferred interest income received (See note 8) | | 8,277 |
| | 2,760 |
|
| | Amortization of lease inducements (See note 9) | | 439 |
| | 428 |
|
| | Non-operational miscellaneous revenues | 2,750 |
| | — |
|
| | Cash received in excess of amortization of purchase option termination revenues (See note 10) | 760 |
| | 296 |
|
| Less: | Non-cash loan interest income (See note 8) | | (3,019 | ) | | (3,324 | ) |
| | Cash received for sale of K Program securities in excess of noncash revenues | — |
| | (141 | ) |
| | Cash paid for loan closing costs | — |
| | (3 | ) |
| | Amortization of acquired real estate intangible liabilities and SLR (See note 11) | (4,653 | ) | | (3,758 | ) |
| | Amortization of deferred revenues (See note 12) | | (940 | ) | | (940 | ) |
| | Normally recurring capital expenditures (See note 13) | (1,418 | ) | | (1,180 | ) |
| | | | | | | | |
| Adjusted funds from operations attributable to common stockholders and Unitholders | $ | 22,696 |
| | $ | 14,132 |
|
| | | | | | |
| Common Stock dividends and distributions to Unitholders declared: | | | |
| | Common Stock dividends | | | $ | 12,491 |
| | $ | 11,195 |
|
| | Distributions to Unitholders (See note 2) | | 203 |
| | 229 |
|
| | Total | | | | $ | 12,694 |
| | $ | 11,424 |
|
| | | | | | | | |
| Common Stock dividends and Unitholder distributions per share | | $ | 0.2625 |
| | $ | 0.26 |
|
| | | | | | | | |
| FFO per weighted average basic share of Common Stock and Unit outstanding | $ | (3.42 | ) | | $ | 0.39 |
|
| Core FFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.38 |
| | $ | 0.41 |
|
| AFFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.47 |
| | $ | 0.32 |
|
| | | | |
Weighted average shares of Common Stock and Units outstanding: (A) | | | |
| | Basic: | | | | | | |
| | Common Stock | | | 47,129 |
| | 42,680 |
|
| | Class A Units | | | | 827 |
| | 880 |
|
| | Common Stock and Class A Units | | 47,956 |
| | 43,560 |
|
| | | | | | | | |
| | Diluted Common Stock and Class A Units (B) | | 47,957 |
| | 44,199 |
|
| | | | | | | | |
| Actual shares of Common Stock outstanding, including 7 and 6 unvested shares | | | |
| of restricted Common Stock at March 31, 2020 and 2019, respectively. | 47,585 |
| | 43,244 |
|
| Actual Class A Units outstanding at March 31, 2020 and 2019, respectively. | 775 |
| | 879 |
|
| | Total | | | | 48,360 |
| | 44,123 |
|
| | | | | | | | |
| (A) Units and Unitholders refer to Class A Units in our Operating Partnership (as defined in note 2), 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 1.72% weighted average non-controlling interest in the Operating Partnership for the three-month period ended March 31, 2020. |
| (B) Since our 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 and restricted stock units. 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. |
67
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders.
| | | | | | | | | | | | | | | | | | | | | | | |
| Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO |
to Net (Loss) Income Attributable to Common Stockholders (A) |
| | | | | Three months ended September 30, |
| (In thousands, except per-share figures) | | | 2020 | | 2019 |
| | | | | | | |
| Net loss attributable to common stockholders (See note 1) | $ | (39,499) | | | $ | (31,529) | |
| | | | | | | |
| Add: | Depreciation of real estate assets | | 41,282 | | | 37,381 | |
| Amortization of acquired intangible assets and deferred leasing costs | 9,978 | | | 8,386 | |
| Net loss attributable to Class A Unitholders (See note 2) | (50) | | | (59) | |
| Gain on sale of real estate | (3,261) | | | — | |
| FFO attributable to common stockholders and unitholders | 8,450 | | | 14,179 | |
| | | | | | | |
| Aquisition and pursuit costs | 3 | | | — | |
| Loan cost amortization on acquisition term notes and loan coordination fees (See note 3) | 505 | | | 511 | |
| Payment of costs related to property refinancing | 509 | | | 170 | |
| Internalization costs (See note 4) | 577 | | | 818 | |
| Deemed dividends for redemptions of and non-cash dividends on preferred stock | 3,061 | | | 152 | |
| Expenses incurred on the potential call of preferred stock (See note 5) | 46 | | | — | |
| Expenses related to the COVID-19 global pandemic (See note 6) | 138 | | | — | |
| Core FFO attributable to common stockholders and unitholders | 13,289 | | | 15,830 | |
| | | | | |
| Add: | Non-cash equity compensation to directors and executives | | 582 | | | 305 | |
| Noncash (income) expense for current expected credit losses (See note 7) | (761) | | | — | |
| Amortization of loan closing costs (See note 8) | | 1,288 | | | 1,168 | |
| Depreciation/amortization of non-real estate assets | | 621 | | | 472 | |
| Net loan origination fees received (See note 9) | | 415 | | | 148 | |
| Deferred interest income received (See note 10) | | 375 | | | — | |
| Amortization of lease inducements (See note 11) | | 448 | | | 435 | |
| Less: | Amortization of purchase option termination revenues in excess of cash received (See note 12) | (421) | | | (1,283) | |
| Non-cash loan interest income (See note 10) | | (3,317) | | | (3,763) | |
| Cash received for sale of K Program securities in excess of noncash revenues | — | | | (281) | |
| Cash paid for loan closing costs | (106) | | | (29) | |
| Amortization of acquired real estate intangible liabilities and SLR (See note 13) | (4,887) | | | (4,293) | |
| Amortization of deferred revenues (See note 14) | | (940) | | | (940) | |
| Normally recurring capital expenditures (See note 15) | (2,983) | | | (2,379) | |
| | | | | | | |
| AFFO attributable to common stockholders and Unitholders | $ | 3,603 | | | $ | 5,390 | |
| | | | | |
| Common Stock dividends and distributions to Unitholders declared: | | | |
| Common Stock dividends | | | $ | 8,780 | | | $ | 11,823 | |
| Distributions to Unitholders (See note 2) | | 226 | | | 225 | |
| Total | | | | $ | 9,006 | | | $ | 12,048 | |
| | | | | | | |
| Common Stock dividends and Unitholder distributions per share | | $ | 0.1750 | | | $ | 0.2625 | |
| | | | | | | |
| FFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.17 | | | $ | 0.31 | |
| Core FFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.26 | | | $ | 0.35 | |
| AFFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.07 | | | $ | 0.12 | |
| | | |
Weighted average shares of Common Stock and Units outstanding: (A) | | | |
| Basic: | | | | | | |
| Common Stock | | | 49,689 | | | 44,703 | |
| Class A Units | | | | 742 | | | 868 | |
| Common Stock and Class A Units | | 50,431 | | | 45,571 | |
| | | | | | | |
| Diluted Common Stock and Class A Units (B) | | 50,433 | | | 45,768 | |
| | | | | | | |
| Actual shares of Common Stock outstanding, including 548 and 20 unvested shares | | | |
| of restricted Common Stock at September 30, 2020 and 2019, respectively. | 50,449 | | | 45,355 | |
| Actual Class A Units outstanding at September 30, 2020 and 2019, respectively. | 742 | | | 856 | |
| Total | | | | 51,191 | | | 46,211 | |
| | | | | | | |
| (A) Units and Unitholders refer to Class A Units in our Operating Partnership (as defined in note 2), 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 1.47% weighted average non-controlling interest in the Operating Partnership for the three-month period ended September 30, 2020. |
| (B) Since our 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 and restricted stock units. 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. |
| | | | | | | | | | | | | | | | | | | | | | | |
| Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO |
| to Net (Loss) Income Attributable to Common Stockholders (A) |
| | | | | Nine months ended September 30, |
| (In thousands, except per-share figures) | | | 2020 | | 2019 |
| | | | | | | |
| Net loss attributable to common stockholders (See note 1) | $ | (300,270) | | | $ | (88,497) | |
| | | | | | | |
| Add: | Depreciation of real estate assets | | 122,053 | | | 109,408 | |
| Amortization of acquired intangible assets and deferred leasing costs | 28,933 | | | 26,402 | |
| Net loss attributable to Class A Unitholders (See note 2) | (3,393) | | | (138) | |
| Gain on sale of real estate | (3,261) | | | — | |
| FFO attributable to common stockholders and unitholders | (155,938) | | | 47,175 | |
| Acquisition and pursuit costs | 381 | | | — | |
| Loan cost amortization on acquisition term notes and loan coordination fees (See note 3) | 1,711 | | | 1,491 | |
| Payment of costs related to property refinancing | 7,372 | | | 594 | |
| Internalization costs (See note 4) | 179,828 | | | 1,143 | |
| Deemed dividends for redemptions of and non-cash dividends on preferred stock | 6,377 | | | 371 | |
| Expenses incurred on the potential call of preferred stock (See note 5) | 46 | | | — | |
| Expenses related to the COVID-19 global pandemic (See note 6) | 586 | | | — | |
| Earnest money forfeited by prospective asset purchaser | (2,750) | | | — | |
| Core FFO attributable to common stockholders and unitholders | 37,613 | | | 50,774 | |
| | | | | |
| Add: | Non-cash equity compensation to directors and executives | | 1,058 | | | 922 | |
| Noncash (income) expense for current expected credit losses (See note 7) | 3,647 | | | — | |
| Amortization of loan closing costs (See note 8) | | 3,631 | | | 3,458 | |
| Depreciation/amortization of non-real estate assets | | 1,793 | | | 1,381 | |
| Net loan origination fees received (See note 9) | | 882 | | | 674 | |
| Deferred interest income received (See note 10) | | 8,652 | | | 5,078 | |
| Amortization of lease inducements (See note 11) | | 1,334 | | | 1,295 | |
| Amortization of purchase option termination revenues in excess of cash received (See note 12) | (96) | | | (2,370) | |
| Non-operating miscellaneous revenues | 2,750 | | | — | |
| Less: | Non-cash loan interest income (See note 10) | | (9,445) | | | (10,745) | |
| Non-cash revenues from mortgage-backed securities | — | | | (696) | |
| Cash paid for loan closing costs | (106) | | | (37) | |
| Amortization of acquired real estate intangible liabilities and SLR (See note 13) | (13,684) | | | (12,375) | |
| Amortization of deferred revenues (See note 14) | | (2,821) | | | (2,821) | |
| Normally recurring capital expenditures (See note 15) | (6,525) | | | (5,122) | |
| | | | | | | |
| AFFO attributable to common stockholders and Unitholders | $ | 28,683 | | | $ | 29,416 | |
| | | | | |
| Common Stock dividends and distributions to Unitholders declared: | | | |
| Common Stock dividends | | | 29,895 | | | 34,599 | |
| Distributions to Unitholders (See note 2) | | 559 | | | 683 | |
| Total | | | | 30,454 | | | 35,282 | |
| | | | | | | |
| Common Stock dividends and Unitholder distributions per share | | $ | 0.6125 | | | $ | 0.785 | |
| | | | | | | |
| FFO per weighted average basic share of Common Stock and Unit outstanding | $ | (3.17) | | | $ | 1.06 | |
| Core FFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.77 | | | $ | 1.14 | |
| AFFO per weighted average basic share of Common Stock and Unit outstanding | $ | 0.58 | | | $ | 0.66 | |
| | | |
| Weighted average shares of Common Stock and Units outstanding: (A) | | | |
| Basic: | | | | | | |
| Common Stock | | | 48,351 | | | 43,703 | |
| Class A Units | | | | 776 | | | 875 | |
| Common Stock and Class A Units | | 49,127 | | | 44,578 | |
| | | | | | | |
| Diluted Common Stock and Class A Units (B) | | 49,144 | | | 45,235 | |
| | | | | | | |
| Actual shares of Common Stock outstanding, including 548 and 20 unvested shares | | | |
| of restricted Common Stock at September 30, 2020 and 2019, respectively. | 50,449 | | | 45,355 | |
| Actual Class A Units outstanding at September 30, 2020 and 2019, respectively. | 742 | | | 856 | |
| Total | | | | 51,191 | | | 46,211 | |
| | | | | | | |
| (A) Units and Unitholders refer to Class A Units in our Operating Partnership (as defined in note 2), 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 1.58% weighted average non-controlling interest in the Operating Partnership for the nine-month period ended September 30, 2020. |
| (B) Since our 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 and restricted stock units. 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. |
Notes to Reconciliations of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to
Net Income (Loss)Loss Attributable to Common Stockholders
| |
1) | Rental and other property revenues and property operating expenses for the quarter ended March 31, 2020 include activity for the properties acquired during the period only from their respective dates of acquisition. In addition, the first quarter 2020 includes activity for the properties acquired since March 31, 2019. Rental and other property revenues and expenses for the first quarter 2019 include activity for the acquisitions made during that period only from their respective dates of acquisition. |
| |
2) | Non-controlling interests in Preferred Apartment Communities Operating Partnership, L.P., or our Operating Partnership, consisted of a total of 774,687 Class A Units as of March 31, 2020. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with theseller'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 1.72% and 2.02% for the three-month periods ended March 31, 2020 and 2019, respectively.
|
| |
3) | We paid loan coordination fees to Preferred Apartment Advisors, LLC, or our Former Manager, to reflect the administrative effort involved in arranging debt financing for acquired properties prior to the Internalization. The fees were calculated as 0.6% of the amount of any mortgage indebtedness on newly-acquired properties or refinancing and are amortized over the lives of the respective mortgage loans. This non-cash amortization expense is an addition to FFO in the calculation of Core FFO and AFFO. At March 31, 2020, aggregate unamortized loan coordination fees were approximately $14.0 million, which will be amortized over a weighted average remaining loan life of approximately 10.3 years. |
| |
4) | This adjustment reflects the add-back of consideration paid to the owners of the Former Manager and due diligence and pursuit costs incurred by the Company related to the internalization of the functions performed by the Former Manager. |
| |
5) | Effective January 1, 2020, we adopted ASU 2016-03, which requires us to estimate the amount of future credit losses we expect to incur over the lives of our real estate loan investments at the inception of each loan. This loss reserve may be adjusted upward or downward over the lives of our loans and therefore the aggregate net adjustment for each period could be positive (removing the non-cash effect of a net increase in aggregate loss reserves) or negative (removing the non-cash effect of a net decrease in aggregate loss reserves) in these adjustments to FFO in calculating Core FFO. |
| |
6) | We incur loan closing costs on our existing mortgage loans, which are secured on a property-by-property basis by each of our acquired real estate assets, and also for occasional amendments to our syndicated revolving line of credit with Key Bank National Association, or our Revolving Line of Credit. Effective April 13, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased from $150 million to $200 million. These loan closing costs are also amortized over the lives of the respective loans and the Revolving Line of Credit, and this non-cash amortization expense is an addition to FFO in the calculation of AFFO. Neither we nor the Operating Partnership have any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At March 31, 2020, aggregate unamortized loan costs were approximately $25.2 million, which will be amortized over a weighted average remaining loan life of approximately 9.1 years. |
| |
7) | We receive loan origination fees in conjunction with the origination of certain real estate loan investments. These fees are then recognized as revenue over the lives of the applicable loans as adjustments of yield using the effective interest method. The total fees received are additive adjustments in the calculation of AFFO. Correspondingly, the amortized non-cash income is a deduction in the calculation of AFFO. Over the lives of certain loans, we accrue additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold. This non-cash interest income is subtracted from Core FFO in our calculation of AFFO. The amount of additional accrued interest becomes an additive adjustment to FFO once received from the borrower (see note 8). |
| |
8) | This adjustment reflects the receipt during the periods presented of additional interest income (described in note 7 above) which was earned and accrued prior to those periods presented on various real estate loans. |
| |
9) | This adjustment removes the non-cash amortization of costs incurred to induce tenants to lease space in our office buildings and grocery-anchored shopping centers. |
| |
10) | Effective March 6, 2020, our purchase option on the Falls at Forsyth multifamily community was extinguished in conjunction with the loan repayment; effective January 1, 2019, we terminated our purchase options on the Sanibel Straits, Newbergh, Wiregrass and Cameron Square multifamily communities and the Solis Kennesaw student housing property; on May 7, 2018, we terminated our purchase options on the Bishop Street multifamily community and the Haven Charlotte student housing property, both of which are (or were) partially supported by real estate loan investments held by us. In exchange, we arranged to receive termination fees aggregating approximately $17.2 million from the developers, which are recorded as revenue over the period beginning on the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property. The receipt of the cash termination fees are an additive adjustment in our calculation of AFFO and the removal of non-cash revenue from the recognition of the termination fees are a reduction to Core FFO in our calculation of AFFO; both of these adjustments are presented in a single net number within this line. For the quarters |
1)Rental and other property revenues and property operating expenses for the three-month and nine-month periods ended March 31,September 30, 2020 include activity for the properties acquired during the period only from their respective dates of acquisition. In addition, these periods include activity for the properties acquired since September 30, 2019. Rental and other property revenues and expenses for the three-month and nine-month periods ended September 30, 2019 include activity for the acquisitions made during that period only from their respective dates of acquisition.
2)Non-controlling interests in Preferred Apartment Communities Operating Partnership, L.P., or our Operating Partnership, consisted of a total of 742,413 Class A Units as of September 30, 2020. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with theseller'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 1.47% and 1.90% for the three-month periods ended September 30, 2020 and 2019, respectively.
3) We paid loan coordination fees to Preferred Apartment Advisors, LLC, or our Former Manager, to reflect the administrative effort involved in arranging debt financing for acquired properties prior to the Internalization. The fees were calculated as 0.6% of the amount of any mortgage indebtedness on newly-acquired properties or refinancing and are amortized over the lives of the respective mortgage loans. This non-cash amortization expense is an addition to FFO in the calculation of Core FFO and AFFO. At September 30, 2020, aggregate unamortized loan coordination fees were approximately $12.8 million, which will be amortized over a weighted average remaining loan life of approximately 10.2 years.
4) This adjustment reflects the add-back of (i) consideration paid to the owners of the Former Manager and Former Sub-Manager, (ii) accretion of the discount on the deferred liability payable to the owners of the Former Manager and (iii) due diligence and pursuit costs incurred by the Company related to the internalization of the functions performed by the Former Manager.
5) This adjustment adds back expenses incurred by us to effect an amendment of the Company's charter necessary to allow us to redeem outstanding shares of our Series A Preferred Stock beginning on the fifth anniversary of the date of issuance of the shares of Series A Preferred Stock, rather than the tenth anniversary.
6) This additive adjustment to FFO consists of one-time costs for signage, cleaning and supplies necessary to create and maintain work environments necessary to adhere to CDC guidelines during the current COVID-19 pandemic. Since we do not expect to incur similar costs once the COVID-19 pandemic has subsided, we add these costs back to FFO in our calculation of Core FFO.
7) Effective January 1, 2020, we adopted ASU 2016-03, which requires us to estimate the amount of future credit losses we expect to incur over the lives of our real estate loan investments at the inception of each loan. This loss reserve may be adjusted upward or downward over the lives of our loans and therefore the aggregate net adjustment for each period could be positive (removing the non-cash effect of a net increase in aggregate loss reserves) or negative (removing the non-cash effect of a net decrease in aggregate loss reserves) in these adjustments to FFO in calculating Core FFO.
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 syndicated revolving line of credit with Key Bank National Association, or our Revolving Line of Credit. Effective April 13, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased from $150 million to $200 million. These loan closing costs are also amortized over the lives of the respective loans and the Revolving Line of Credit, and this non-cash amortization expense is an addition to FFO in the calculation of AFFO. Neither we nor the Operating Partnership have any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At September 30, 2020, unamortized loan costs on all the Company's indebtedness were approximately $32.3 million, which will be amortized over a weighted average remaining loan life of approximately 8.9 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 are additive adjustments in the calculation of AFFO. Correspondingly, the amortized non-cash income is a deduction in the calculation of AFFO. Over the lives of certain loans, we accrue additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold. This non-cash interest income is subtracted from Core FFO in our calculation of AFFO. The amount of additional accrued interest becomes an additive adjustment to FFO once received from the borrower (see note 10).
10) This adjustment reflects the receipt during the periods presented of additional interest income (described in note 9 above) which was earned and accrued on various real estate loans prior to those periods and previously deducted in our calculation of AFFO.
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.
12) Effective March 6, 2020, our purchase option on the Falls at Forsyth multifamily community was extinguished in conjunction with the loan repayment; effective January 1, 2019, we terminated our purchase options on the Sanibel Straits, Newbergh, Wiregrass and Cameron Square multifamily communities and the Solis Kennesaw student housing property; on May 7, 2018, we terminated our purchase options on the Bishop Street multifamily community and the Haven Charlotte student housing property, both of which are (or were) partially supported by real estate loan investments held by us. In exchange, we arranged to receive termination fees aggregating approximately $17.2 million from the developers, which are recorded as revenue over the period beginning on the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property. The receipt of the cash termination fees are an additive adjustment in our calculation of AFFO and the removal of non-cash revenue from the recognition of the termination fees are a reduction to Core FFO in our calculation of AFFO; both of these adjustments are presented in a single net number within this line. For all periods presented, we had received cash in excess of recognized termination fee revenues in excess of cash received, resulting in the positivenegative adjustments shown to Core FFO in our calculation of AFFO.
| |
11) | This adjustment reflects straight-line rent adjustments and the reversal of the non-cash amortization of below-market and above-market lease intangibles, which were recognized in conjunction with our acquisitions and which are amortized over the estimated average remaining lease terms from the acquisition date for multifamily communities and over the remaining lease terms for grocery-anchored shopping center assets and office buildings. At March 31, 2020, the balance of unamortized below-market lease intangibles was approximately $60.5 million, which will be recognized over a weighted average remaining lease period of approximately 9.1 years. |
13) This adjustment reflects straight-line rent adjustments and the reversal of the non-cash amortization of below-market and above-market lease intangibles, which were recognized in conjunction with our acquisitions and which are amortized over the estimated average remaining lease terms from the acquisition date for multifamily communities and over the remaining lease terms for grocery-anchored shopping center assets and office buildings. At September 30, 2020, the balance of unamortized below-market lease intangibles was approximately $54.5 million, which will be recognized over a weighted average remaining lease period of approximately 8.7 years.
| |
12) | 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) 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.
| |
13) | We deduct from Core FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. 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. This adjustment includes approximately $40,000 of recurring capitalized expenditures incurred at our corporate offices during the three months ended March 31, 2020. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures. |
15) We deduct from Core FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. 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. This adjustment includes approximately $28,000 and $100,000 of recurring capitalized expenditures incurred at our corporate offices during the three-month and nine-month periods ended September 30, 2020, respectively. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures. See Capital Expenditures, Grocery-Anchored Shopping Center Portfolio, and Office Buildings Portfolio sections for definitions of these terms.
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, student housing properties, grocery-anchored shopping centers and office properties (including regular maintenance items);
•operating expenses related to salaries, benefits, and general and administrative expenses (that were formally funded by payment of fees to our Former Manager prior to Internalization on January 31, 2020);
•capital expenditures incurred to lease our multifamily communities, student housing properties, grocery-anchored shopping centers and office properties;
•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 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. On March 23, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased to $200 million pursuant to an accordion feature. The accordion feature permits the maximum borrowing capacity to be expanded or contracted without amending any further terms of the instrument. On December 12, 2018, the Fourth Amended and Restated Credit Agreement, or the Amended and Restated Credit Agreement, was amended to extend the maturity to December 12, 2021, with an option to extend the maturity date to December 12, 2022, subject to certain conditions described therein. The Revolving Line of Credit accrues interest at a variable rate of one month LIBOR plus an applicable margin of 2.75% to 3.50% per annum, depending upon our leverage ratio. The weighted average interest rate for the Revolving Line of Credit was 4.57%3.91% for the threenine months ended March 31,September 30, 2020. The Amended and Restated Credit Agreement also reduced the commitment fee on the average daily unused portion of the Revolving Line of Credit to 0.25% or 0.30% per annum, depending upon our outstanding Credit Facility balance. At September 30, 2020, we had $167.0 million available to be drawn by us on the Revolving Line of Credit.
The COVID-19 pandemic has the potential to affect our short-term cash flows, if multifamily tenants lose their jobs due to business closings, smaller retailers fall behind on their rent obligations, and our office tenants' businesses begin to similarly suffer. Should these events continue to accelerate and worsen, our operational cash flows could suffer and cause us to draw upon our Revolving Credit Line more extensively and in a manner other than we previously intended.
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 March 31,September 30, 2020, 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 December 20, 2019, we utilized proceeds from an interim term loan to partially finance the acquisition of Morrocroft Centre, an office building located in Charlotte, North Carolina, or the 2019 Interim Term Loan. The 2019 Interim Term Loan accrued interest at a rate of LIBOR plus 170 basis points per annum. We repaid the 2019 Interim Term Loan during the first quarter 2020 with permanent mortgage financing.
On February 28, 2017, we entered into a revolving acquisition credit agreement, or Acquisition Credit Agreement, with KeyBank to obtain the 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 was reduced by agreement with KeyBank to $90 million on March 25, 2019. 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 September 30, 2020, we had $90.0 million available to be drawn by us on the Acquisition Facility.
Our net cash usedprovided by operating activities for the three-monthnine-month period ended March 31,September 30, 2020 was approximately $69.4$30.0 million and net cash provided by operating activities for the three-monthnine-month period ended March 31,September 30, 2019 was approximately $26.4$124.4 million. The Internalization transaction reduced the Company’s operating cash flows by approximately $114$114.0 million for the quarternine-month period ended March 31,September 30, 2020.
The majority of our revenue is derived from residents and tenants under existing leases at our multifamily communities, student housingresidential properties, grocery-anchored shopping centers and office properties.properties. Therefore, our operating cash flow is principally dependent on: (1) the number of multifamily communities, student housingresidential properties, grocery-anchored shopping centers and office properties 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 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. In the course of extending real estate loan investments for property development, we will often receive an exclusive option to purchase the property once development and stabilization are complete. If we do not wish to acquire the property, we have the right to sell the purchase option back to the borrower for a termination fee in the amount of the purchase option discount, which is recognized as interest income over the earlier of the maturity date of the loan or the sale of the property.
Interest income on our loans and notes receivable decreased primarily due to a decrease in the weighted average accrued interest rate for 2019 and full repayment of various loans and notes receivable. On March 27, 2019, the Haven Campus Communities Charlotte Member, LLC line of credit, and the Haven Campus Communities Charlotte real estate loans were settled when we received the membership interests of the Haven49 student housing project from the developer. In the first quarter of 2020, the Falls at Forsyth and Dawsonville real estate loans were repaid in early 2019.full, and the Wiregrass real estate loans were repaid in full when the Company purchased the property from the developer. Lastly, the Former Manager’s line of credit was repaid in full in conjunction with the Internalization transaction which closed on January 31, 2020.
Our net cash used in investing activities for the quartersnine-month periods ended March 31,September 30, 2020 and 2019 was approximately $90.9$155.2 million and $53.9$530.0 million, respectively. Cash disbursed for property acquisitions increaseddecreased from approximately $32.5$442.4 million in the 2019 period to $125.1$186.0 million in the 20202020 period.
Cash used in investing activities is primarily driven by acquisitions and dispositions of multifamilymultifamily properties, student housing properties, office properties and grocery-anchored 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, student housing properties, office properties and grocery-anchored 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 three-monthnine-month period ended March 31,September 30, 2020, our capital expenditures for our multifamily communities, not including changes in related payables, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per-unit amounts) | Capital Expenditures |
| Recurring | | Non-recurring | | Total |
| Amount | | Per Unit | | Amount | | Per Unit | | Amount | | Per Unit |
Appliances | $ | 552 | | | $ | 51.77 | | | $ | — | | | $ | — | | | $ | 552 | | | $ | 51.77 | |
| Carpets | 1,246 | | | 116.78 | | | — | | | — | | | 1,246 | | | 116.78 | |
| Wood flooring / vinyl | 89 | | | 8.36 | | | 368 | | | 34.56 | | | 457 | | | 42.92 | |
| Blinds and ceiling fans | 158 | | | 14.79 | | | — | | | — | | | 158 | | | 14.79 | |
| Fire safety | — | | | — | | | 411 | | | 38.57 | | | 411 | | | 38.57 | |
| Furnace, air (HVAC) | 482 | | | 45.16 | | | — | | | — | | | 482 | | | 45.16 | |
| Computers, equipment, misc. | 94 | | | 8.78 | | | 181 | | | 16.93 | | | 275 | | | 25.71 | |
| Elevators | — | | | — | | | 75 | | | 7.00 | | | 75 | | | 7.00 | |
| Exterior painting | — | | | — | | | 681 | | | 63.80 | | | 681 | | | 63.80 | |
| Leasing office / common amenities | 78 | | | 7.36 | | | 670 | | | 62.80 | | | 748 | | | 70.16 | |
| Major structural | — | | | — | | | 1,753 | | | 164.31 | | | 1,753 | | | 164.31 | |
| Cabinets & countertops and unit upgrades | — | | | — | | | 770 | | | 72.21 | | | 770 | | | 72.21 | |
| Landscaping & fencing | — | | | — | | | 310 | | | 29.07 | | | 310 | | | 29.07 | |
| Parking lot | — | | | — | | | 84 | | | 7.90 | | | 84 | | | 7.90 | |
| Signage and sanitation | — | | | — | | | 100 | | | 9.35 | | | 100 | | | 9.35 | |
| | | | | | | | | | | |
| $ | 2,699 | | | $ | 253.00 | | | $ | 5,403 | | | $ | 506.50 | | | $ | 8,102 | | | $ | 759.50 | |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Capital Expenditures |
| | Recurring | | Non-recurring | | Total |
| (In thousands, except per-unit amounts) | Amount | | Per Unit | | Amount | | Per Unit | | Amount | | Per Unit |
Appliances | $ | 176 |
| | $ | 16.87 |
| | $ | — |
| | $ | — |
| | $ | 176 |
| | $ | 16.87 |
|
| Carpets | 305 |
| | 29.18 |
| | — |
| | — |
| | 305 |
| | 29.18 |
|
| Wood flooring / vinyl | 20 |
| | 1.95 |
| | 106 |
| | 10.13 |
| | 126 |
| | 12.08 |
|
| Blinds and ceiling fans | 31 |
| | 3.01 |
| | — |
| | — |
| | 31 |
| | 3.01 |
|
| Fire safety | — |
| | — |
| | 44 |
| | 4.22 |
| | 44 |
| | 4.22 |
|
| Furnace, air (HVAC) | 61 |
| | 5.83 |
| | — |
| | — |
| | 61 |
| | 5.83 |
|
| Computers, equipment, misc. | 5 |
| | 0.48 |
| | 57 |
| | 5.47 |
| | 62 |
| | 5.95 |
|
| Elevators | — |
| | — |
| | 16 |
| | 1.56 |
| | 16 |
| | 1.56 |
|
| Exterior painting | — |
| | — |
| | 628 |
| | 60.11 |
| | 628 |
| | 60.11 |
|
| Leasing office / common amenities | 30 |
| | 2.86 |
| | 263 |
| | 25.16 |
| | 293 |
| | 28.02 |
|
| Major structural | — |
| | — |
| | 407 |
| | 38.94 |
| | 407 |
| | 38.94 |
|
| Cabinets & countertops and unit upgrades | — |
| | — |
| | 39 |
| | 3.76 |
| | 39 |
| | 3.76 |
|
| Landscaping & fencing | — |
| | — |
| | 163 |
| | 15.61 |
| | 163 |
| | 15.61 |
|
| Parking lot | — |
| | — |
| | 21 |
| | 1.98 |
| | 21 |
| | 1.98 |
|
| Signage and sanitation | — |
| | — |
| | 19 |
| | 1.84 |
| | 19 |
| | 1.84 |
|
| | | | | | | | | | | | |
| | $ | 628 |
| | $ | 60.18 |
| | $ | 1,763 |
| | $ | 168.78 |
| | $ | 2,391 |
| | $ | 228.96 |
|
For the three-monthnine-month period ended March 31,September 30, 2020, our capital expenditures for our student housing properties, not including changes in related payables, were as follows:
| | | | Capital Expenditures | |
| | Recurring | | Non-recurring | | Total | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per-unit amounts) | Amount | | Per Bed | | Amount | | Per Bed | | Amount | | Per Bed | (In thousands, except per-unit amounts) | Capital Expenditures |
| (In thousands, except per-unit amounts) | | Recurring | | Non-recurring | | Total |
| | Amount | | Per Bed | | Amount | | Per Bed | | Amount | | Per Bed |
Appliances | $ | 29 |
| | $ | 4.80 |
| | $ | — |
| | $ | — |
| | $ | 29 |
| | $ | 4.80 |
| Appliances | $ | 93 | | | $ | 15.31 | | | $ | — | | | $ | — | | | $ | 93 | | | $ | 15.31 | |
| Carpets | 7 |
| | 1.13 |
| | — |
| | — |
| | 7 |
| | 1.13 |
| Carpets | 207 | | | 34.00 | | | — | | | — | | | 207 | | | 34.00 | |
| Wood flooring / vinyl | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Wood flooring / vinyl | 9 | | | 1.50 | | | — | | | — | | | 9 | | | 1.50 | |
| Blinds and ceiling fans | 2 |
| | 0.27 |
| | — |
| | — |
| | 2 |
| | 0.27 |
| Blinds and ceiling fans | 20 | | | 3.25 | | | — | | | — | | | 20 | | | 3.25 | |
| Fire safety | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Fire safety | — | | | — | | | 68 | | | 11.13 | | | 68 | | | 11.13 | |
| Furnace, air (HVAC) | 25 |
| | 4.04 |
| | — |
| | — |
| | 25 |
| | 4.04 |
| Furnace, air (HVAC) | 148 | | | 24.29 | | | — | | | — | | | 148 | | | 24.29 | |
| Computers, equipment, misc. | — |
| | — |
| | 2 |
| | 0.35 |
| | 2 |
| | 0.35 |
| Computers, equipment, misc. | 46 | | | 7.59 | | | 79 | | | 12.94 | | | 125 | | | 20.53 | |
| Elevators | — |
| | — |
| | 5 |
| | 0.84 |
| | 5 |
| | 0.84 |
| Elevators | — | | | — | | | 15 | | | 2.51 | | | 15 | | | 2.51 | |
| Exterior painting | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Exterior painting | — | | | — | | | — | | | — | | | — | | | — | |
| Leasing office / common amenities | 2 |
| | 0.33 |
| | 13 |
| | 2.10 |
| | 15 |
| | 2.43 |
| Leasing office / common amenities | 77 | | | 12.56 | | | 118 | | | 19.41 | | | 195 | | | 31.97 | |
| Major structural | — |
| | — |
| | 541 |
| | 88.71 |
| | 541 |
| | 88.71 |
| Major structural | — | | | — | | | 760 | | | 124.64 | | | 760 | | | 124.64 | |
| Cabinets & countertops and unit upgrades | — |
| | — |
| | 2 |
| | 0.31 |
| | 2 |
| | 0.31 |
| Cabinets & countertops and unit upgrades | — | | | — | | | 11 | | | 1.78 | | | 11 | | | 1.78 | |
| Landscaping & fencing | — |
| | — |
| | 54 |
| | 8.78 |
| | 54 |
| | 8.78 |
| Landscaping & fencing | — | | | — | | | 53 | | | 8.77 | | | 53 | | | 8.77 | |
| Parking lot | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Parking lot | — | | | — | | | 5 | | | 0.88 | | | 5 | | | 0.88 | |
| Signage and sanitation | — |
| | — |
| | 19 |
| | 3.26 |
| | 19 |
| | 3.26 |
| Signage and sanitation | — | | | — | | | 59 | | | 9.62 | | | 59 | | | 9.62 | |
| Unit furniture | 162 |
| | 26.63 |
| |
|
| |
|
| | 162 |
| | 26.63 |
| Unit furniture | 394 | | | 64.63 | | | — | | | — | | | 394 | | | 64.63 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | $ | 227 |
| | $ | 37.20 |
| | $ | 636 |
| | $ | 104.35 |
| | $ | 863 |
| | $ | 141.55 |
| | $ | 994 | | | $ | 163.13 | | | $ | 1,168 | | | $ | 191.68 | | | $ | 2,162 | | | $ | 354.81 | |
existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our ownership standards, and (iii) for property re-developments and repositioning.
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, mShares, Series A1 Redeemable Preferred Stock and Series M1 Redeemable Preferred Stock (collectively, our Preferred Stock), through net cash generated from operating results.
Our board of directors reviews the Preferred Stock 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 Preferred Stock 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 Preferred Stock dividend payments to increase at a rate that approximates the rate at which we issue new shares of Preferred Stock, less those shares redeemed.
We intend to finance our future investments with the net proceeds from additional issuances of our securities, including our Series A1/M1 Offering (as defined and described in note 5 to our Consolidated Financial Statements), 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. 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 September 27, 2019, our registration statement on Form S-3 (Registration No. 333-233576) (the “Series A1/M1 Registration Statement”) was declared effective by the Securities and Exchange Commission (the “SEC”). The Series A1/M1 Registration Statement allows us to offer up to a maximum of 1,000,000 shares of Series A1 Redeemable Preferred Stock, Series M1 Redeemable Preferred Stock or a combination of both. The stated price per share is $1,000, subject to adjustment under certain conditions. The shares are being offered by our affiliate, Preferred Capital Securities, LLC (“PCS”), on a "reasonable best efforts" basis and we intend to invest substantially all the net proceeds of the Series A1/M1 Offering in connection with the acquisition of multifamily communities, grocery-anchored shopping centers, office buildings, real estate loans and mortgages, other real estate-related investments and general working capital purposes.
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 Line of Credit. 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.
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 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.
Our primary market risk exposure is interest rate risk. All our floating-rate debt is tied to the 30-day LIBOR. As of March 31,September 30, 2020, we have variable rate mortgages on the properties listed in following table.
Our Revolving Line of Credit accrued interest at a spread of 3.0% over LIBOR as of March 31,September 30, 2020; this combined rate is uncapped. 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 use various financial models and advisors to achieve our objectives.
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 Financial 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 March 31,September 30, 2020, the end of the period covered by this report. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial 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 Financial 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 Financial Officer evaluated the Company's internal control over financial reporting to determine whether any change occurred during the quarter ended March 31,September 30, 2020 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.
Neither we nor our subsidiaries nor, to our knowledge, our Former Manager is currently subject to any legal proceedings that we or our Former Manager consider to be material. To our knowledge, none of our communities are currently subject to any legal proceeding that we consider material.
The current outbreak of the novel coronavirus, (“COVID-19”), or the future outbreak or pandemic of any other highly infectious or contagious diseases, could have a material and adverse effect on or cause disruption to the Company’s business or financial condition, results of operations, cash flows and the market value and trading price of the Company’ securities.
Our operating results depend, in large part, on revenues derived from leasing apartment homes in our communities to residential tenants, the ability of our residents to earn sufficient income to pay their rents in a timely manner, the extent to which we waive late and other customary fees associated with the apartment rental process, and our ability to limit bad debt and maintain operating results by evicting and re-leasing apartment homes when residents remain delinquent in their payment of rent. Additionally, a prolonged imposition of mandated closures or other social-distancing guidelines may adversely impact our retail and office tenants’ ability to generate sufficient revenues, and could force tenants to default on their leases, or result in the tenant’s bankruptcy or insolvency, which would diminish the Company’s ability to receive rental revenue it is owed under their leases. The rapid development and fluidity of the pandemic precludes any prediction as to the ultimate adverse impact on the Company. A number of the our office and retail tenants have announced mandated or temporary closures of their operations and/or have requested adjustments to their lease terms during this pandemic. Experts predict that theThe COVID-19 pandemic will triggerhas caused, and is likely to continue to cause, a period of global economic slowdown or a global recession.and we cannot assure you conditions will not continue to deteriorate despite some locations attempting to reopen and recover from the pandemic. COVID-19 (or a future pandemic) could have a material and adverse effect on or cause disruption to our business or financial condition, results from operations, cash flows and the market value and trading price of our common stock due to, among other factors:
As a result of the current economic downturn, the real estate market may be unable to attract the same level of capital investment that it attracted before the COVID-19 pandemic, and there may be a reduction in the number of companies seeking to acquire properties, which may result in the value of our properties not appreciating, or decreasing significantly below the amount for which we acquired or developed them. This may also limit our ability to sell our properties, realize a cash return on
our investment and reinvest the sales proceeds in new properties. In light of the severe economic, market and other disruptions worldwide being caused by the COVID-19 pandemic, there can be no assurance that conditions in the bank lending, capital and other financial markets will not continue to deteriorate as a result of the pandemic, or that our access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of future borrowings, renewals or refinancings.
