EX-99.1 2 aptssfd1q2020.htm EXHIBIT 99.1 Exhibit
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FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 1


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Preferred Apartment Communities, Inc. Reports Results for First Quarter 2020

Atlanta, GA, May 11, 2020

Preferred Apartment Communities, Inc. (NYSE: APTS) ("we," "our," the "Company" or "Preferred Apartment Communities") today reported results for the quarter ended March 31, 2020. Unless otherwise indicated, all per share results are reported based on the basic weighted average shares of Common Stock and Class A Units of the Company's operating partnership ("Class A Units") outstanding. See Definitions of Non-GAAP Measures on page S-21.

Financial Highlights
    
Our operating results are presented below.
 
 
 
 
 
 
 
 
 
 
Three months ended March 31,
 
 
 
 
 
2020
 
2019
 
% change
 
 
 
 
 
 
 
 
 
 
Revenues (in thousands)
$
131,102

 
$
111,506

 
17.6
 %
 
 
 
 
 
 
 
 
 
 
Per share data:
 
 
 
 
 
 
 
Net income (loss) (1)
$
(4.44
)
 
$
(0.66
)
 
-

 
 
FFO (2)
$
(3.42
)
 
$
0.39

 
-

 
 
FFO excluding Internalization costs (2)
$
0.31

 
$
0.39

 
(20.5
)%
 
 
Core FFO (2)
$
0.38

 
$
0.41

 
(7.3
)%
 
 
AFFO (2)
$
0.47

 
$
0.32

 
46.9
 %
 
 
Dividends (3)
$
0.2625

 
$
0.26

 
1.0
 %
 
 
 
 
 
 
 
 
 
(1) Per weighted average share of Common Stock outstanding for the periods indicated.
(2) FFO, Core FFO and AFFO results are presented per basic weighted average share of Common Stock and Class A Unit in our Operating Partnership outstanding for the periods indicated. See Reconciliations of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders on page S-3 and Definitions of Non-GAAP Measures beginning on page S-21.
(3) Per share of Common Stock and Class A Unit outstanding.

"Our first quarter reflects continued and consistently solid operating performance across all of our operating platforms, including multifamily same store NOI growth of 4.3% quarter over quarter in a same store pool that represents over 80% of our multifamily units,” stated Joel Murphy, Preferred Apartment Communities’ President and Chief Executive Officer. "As we moved into the second quarter, the events related to and resulting from the COVID-19 pandemic have disrupted our economy and our markets and we have taken several measures to preserve liquidity. Among them, the Board making the difficult but prudent decision to reduce our common dividend given the uncertainty of the current circumstances and environment. I am extremely proud of our leadership team and operating teams across all of our platforms that have worked collaboratively and effectively alongside our residents and our tenants in a challenging environment for all concerned. We believe our diversified portfolio, with high quality assets in strong Sunbelt markets, positions us well to create shareholder value over the long term.”

The following chart details cash collections of rental revenues across all our verticals for the month of April.
 
 
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.


FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 1


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Our net loss per share was $(4.44) and $(0.66) for the three-month periods ended March 31, 2020 and 2019, respectively. Funds From Operations, or FFO, for the three months ended March 31, 2020 was $(3.42) per weighted average share and 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, our FFO per share was $0.31 for the three months ended March 31, 2020. Core FFO was $0.38 for the three months ended March 31, 2020, as compared to $0.41 for the three 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 quarter 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.

For the quarter ended March 31, 2020, our same-store multifamily rental and other property revenues increased approximately 3.4% and our operating expenses increased 2.1%, resulting in an increase in same-store net operating income of approximately 4.3% as compared to the quarter ended March 31, 2019.(C) For the first quarter 2020, our average same-store multifamily communities' physical occupancy was 95.5%. Our 2020 same-store multifamily portfolio represents approximately 81.7% of our aggregate multifamily units.
    
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. Murphy was the CEO of our New Market Properties subsidiary for the last five years until his appointment as 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 "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") 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.

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 of which was additive to our first quarter 2020 AFFO result. The three mezzanine loan investments that matured this quarter yielded a weighted average 17% internal rate of return.

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, 2020, our total assets were approximately $4.8 billion. Our total assets at March 31, 2019, also approximately $4.8 billion, included approximately $545 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, 2019 total, our total assets grew approximately $570.4 million, or 13.4%.


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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. See Definitions of Non-GAAP Measures on page S-21.

(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.

(C) Same store net operating income is a non-GAAP measure. See Definitions of Non-GAAP Measures on page S-21.

Business Update Related to COVID-19

During first quarter and the beginning of the second quarter, the Company has taken various actions in response to the COVID-19 pandemic to adjust our business operations and to address the needs of our residents, tenants and associates. Our property management and asset management teams continue to respond appropriately to any onsite, tenant and property management requests, while following all applicable safety and social distancing guidelines. All of our multifamily communities, student housing properties, grocery-anchored shopping centers and office buildings have remained open and operating throughout the pandemic and in compliance with government-imposed COVID-19 guidelines and mandates.  More details about our response to the COVID-19 crisis can be found on the Company’s website at: https://pacapts.com/covid19/

A presentation providing additional information regarding COVID-19 business updates and impacts is posted on the Company’s website at http://investors.pacapts.com/presentations.

Acquisitions of Properties

During the first quarter 2020, we acquired the following properties:

 
 
 
 
 
 
 
 
 
Property
 
Location (MSA)
 
Units / Leasable square feet
 
 
 
 
 
 
 
 
 
 
Multifamily community:
 
 
 
 
 
 
 
Altis Wiregrass Ranch
 
Tampa, Florida
 
392

units
 
 
 
 
 
 
 
 
 
 
Grocery-anchored shopping centers:
 
 
 
 
 
 
 
Wakefield Crossing
 
Raleigh, North Carolina
 
75,927

LSF
 
 
Midway Market
 
Dallas, Texas
 
85,599

LSF
 
 
 
 
 
 
161,526

 
 
 
 
 
 
 
 
 
 
 
Office properties:
 
 
 
 
 
 
 
4th & Brevard
 
Charlotte, North Carolina
 
1.74

acres
 
 
 
 
 
 
 
 
 



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Real Estate Assets

At March 31, 2020, our portfolio of owned real estate assets and potential additions from purchase options we held from our real estate loan investments consisted of:
 
 
 
 
 
 
 
 
 
 
Owned as of March 31, 2020 (1)
 
Potential additions from real estate loan investment portfolio (2) (3)
 
Potential total
 
 
Multifamily communities:
 
 
 
 
 
 
 
Properties
35

 
9

 
44

 
 
Units
10,637

 
2,543

 
13,180

 
 
Grocery-anchored shopping centers:
 
 
 
 
 
 
 
Properties
54

 

 
54

 
 
Gross leasable area (square feet)
6,208,278

 

 
6,208,278

 
 
Student housing properties:
 
 
 
 
 
 
 
Properties
8

 
1

 
9

 
 
Units
2,011

 
175

 
2,186

 
 
Beds
6,095

 
543

 
6,638

 
 
Office buildings:
 
 
 
 
 
 
 
Properties
9

(4) 
1

 
10

 
 
Rentable square feet
3,169,000

 
195,000

 
3,364,000

 
 
 
 
 
 
 
 
 
 
(1) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures.
 
(2) 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.
 
(3)  The Company has terminated various purchase option agreements in exchange for termination fees.  These properties are excluded from the potential additions from our real estate loan investment portfolio.
 
(4)  Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development.

Subsequent to Quarter End

Between April 1, 2020 and April 30, 2020, we issued 11,461shares of Series A1 Preferred Stock and collected net proceeds of approximately $10.3 million after commissions and fees and we issued 751 shares of Series M1 Preferred Stock and collected net proceeds of approximately $728,000 after commissions and fees.
    
On April 23, 2020, we closed on a $52.0 million first mortgage on our 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 a 288-unit multifamily community in Panama City, 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, 2020, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, payable
on July 15, 2020 to stockholders of record on June 15, 2020.

As a result of the COVID-19 pandemic that resulted in wide spread stay-at-home orders across the country, some of our multifamily residents and office and retail tenants have requested rent relief from the Company. At this point, the Company's policy is to only extend rent deferral options to our residents and tenants. We have not offered any rent abatement options.
    






FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 4


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Same-Store Multifamily Communities Financial Data

The following chart presents same-store operating results for the Company’s multifamily communities. We define our population of same-store multifamily communities as those that have achieved occupancy at or above 93% for all three consecutive months within a single quarter (stabilized) before the beginning of the prior year and that have been owned for at least 15 full months as of the end of the first quarter of the current year, enabling comparisons of the current year quarterly and annual reporting periods to the prior year comparative periods. The Company excludes the operating results of properties for which construction of adjacent phases has commenced and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period. For the periods presented, same-store operating results consist of the operating results of the following multifamily communities containing an aggregate 8,694 units:
Aster at Lely Resort
 
Avenues at Cypress
 
Avenues at Northpointe
Citi Lakes
 
Lenox Village
 
Retreat at Lenox Village
Overton Rise
 
Sorrel
 
Venue at Lakewood Ranch
Avenues at Creekside
 
525 Avalon Park
 
Vineyards
Citrus Village
 
Retreat at Greystone
 
City Vista
Founders' Village
 
Luxe at Lakewood Ranch
 
Adara at Overland Park
Summit Crossing I
 
Summit Crossing II
 
Aldridge at Town Village
City Park View
 
Crosstown Walk
 
Claiborne Crossing
Reserve at Summit Crossing
 
Colony at Centerpointe
 
Lux at Sorrel
Green Park
 
Vestavia Reserve
 
 

Same-store net operating income is a non-GAAP measure that is most directly comparable to net income (loss), as shown in the reconciliations below.
Reconciliation of Net Income (Loss) to Multifamily Communities' Same-Store Net Operating Income (NOI)
 
 
 
 
 
 
 
Three months ended:
(in thousands)
 
3/31/2020
 
3/31/2019
 
 
 
 
 
Net (loss) income
 
$
(179,523
)
 
$
(2,280
)
Add:
 
 
 
 
Equity stock compensation
 
230

 
311

Depreciation and amortization
 
49,509

 
45,289

Interest expense
 
29,593

 
26,756

Management fees
 
3,099

 
7,829

Corporate G&A and other
6,365

 
1,418

Management Internalization
 
178,793

 
45

Loan loss allowance
 
5,133

 

Waived asset management and general and administrative expense fees
 
(1,136
)
 
(2,629
)
Less:
 
 
 
 
Interest revenue on notes receivable
 
13,439

 
11,288

Interest revenue on related party notes receivable
 
2,537

 
5,802

Miscellaneous revenues
 
3,260

 
23

Income from consolidated VIEs
 

 
141

Gain on extinguishment of debt
 

 
(17
)
Gains on land condemnation and trading investment
 
479

 
4

 
 
 
 
 
Property net operating income
 
72,348

 
59,498

Less:
 

 
 
Non-same-store property revenues
 
(74,248
)
 
(58,003
)
Add:
 
 
 
 
Non-same-store property operating expenses
24,179

 
19,871

 
 
 
 
Same-store net operating income
 
$
22,279

 
$
21,366

 
 
 
 
 



FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 5


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Multifamily Communities' Same Store Net Operating Income
 
 
 
 
 
 
 
 
 
 
 
Three months ended:
 
 
 
 
(in thousands)
 
3/31/2020
 
3/31/2019
 
$ change
 
% change
Revenues:
 
 
 
 
 
 
 
 
Rental and other property revenues
 
$
37,618

 
$
36,390

 
$
1,228

 
3.4
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
6,412

 
6,340

 
72

 
1.1
 %
Payroll
 
2,811

 
2,849

 
(38
)
 
(1.3
)%
Real estate taxes and insurance
 
6,116

 
5,835

 
281

 
4.8
 %
Total operating expenses
 
15,339

 
15,024

 
315

 
2.1
 %
 
 
 
 
 
 
 
 
 
Same-store net operating income
 
$
22,279

 
$
21,366

 
$
913

 
4.3
 %
 
 
 
 
 
 
 
 
 
Same-store average physical occupancy
 
95.5
%
 
94.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate level expenses related to the management and operations of the Multifamily and Student housing property portfolios are allocated on a per unit basis to Property NOI and are included in Multifamily Same Store NOI.


Capital Markets Activities

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 "Series A1/M1 Offering"). 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.

During the first quarter 2020, we issued and sold an aggregate of 32,136 shares of Series A1 Redeemable Preferred Stock, resulting in net proceeds of approximately $28.9 million after commissions and other fees. During the first quarter 2020, we issued and sold an aggregate of 1,933 shares of Series M1 Redeemable Preferred Stock, resulting in net proceeds of approximately $1.9 million after dealer manager fees.

During the first quarter 2020, we issued and sold an aggregate of 65,298 Units from our offering of up to 1,500,000 Units, with each Unit consisting of one share of Series A Redeemable Preferred Stock and one Warrant to purchase up to 20 shares of Common Stock (the "$1.5 Billion Series A Unit Offering"), resulting in net proceeds of approximately $58.8 million after commissions and other fees. The $1.5 Billion Series A Unit Offering expired during the first quarter 2020.

In addition, during the first quarter 2020, we issued approximately 1,014,300 shares of Common Stock for redemptions of 13,313 shares of our Series A Redeemable Preferred Stock and paid out $5.2 million in cash for redemptions of 5,571 shares of our Series A Redeemable Preferred Stock.
    
Dividends

Quarterly Dividends on Common Stock and Class A OP Units

On February 20, 2020, we declared a quarterly dividend on our Common Stock of $0.2625 per share for the first quarter 2020. This represents a 1.0% increase in our common stock dividend from our first quarter 2019 common stock dividend of $0.26 per share, and an average annual dividend growth rate of 12.6% since June 30, 2011, the first quarter end following our initial public offering in April 2011. The first quarter dividend was paid on April 15, 2020 to all stockholders of record on March 13, 2020. In conjunction with the Common Stock dividend, the Company's operating partnership declared a distribution on its Class A Units of $0.2625 per unit for the first quarter 2020, which was paid on April 15, 2020 to all Class A Unit holders of record as of March 13, 2020.

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Monthly Dividends on Preferred Stock

We declared monthly dividends of $5.00 per share on our Series A Redeemable Preferred Stock, which totaled approximately $31.1 million for the first quarter 2020 and represents a 6% annual yield. We declared monthly dividends of $5.00 per share on our Series A1 Redeemable Preferred Stock, which totaled approximately $212,000 for the first quarter 2020 and also represents a 6% annual yield. We declared dividends totaling approximately $1.7 million on our Series M Redeemable Preferred Stock, or mShares, for the first quarter 2020. The mShares have a dividend rate that escalates from 5.75% in year one of issuance to 7.50% in year eight and thereafter. We declared dividends totaling approximately $10,000 on our Series M1 Redeemable Preferred Stock for the first quarter 2020. The Series M1 Redeemable Preferred Stock has a dividend rate that escalates from 6.1% in year one of issuance to 7.1% in year ten and thereafter.

Conference Call and Supplemental Data

We will hold our quarterly conference call on Tuesday, May 12, 2020 at 11:00 a.m. Eastern Time to discuss our first quarter 2020 results. To participate in the conference call, please dial in to the following:

Live Conference Call Details
Domestic Dial-in Number: 1-844-890-1791
International Dial-in Number: 1-412-380-7408
Company: Preferred Apartment Communities, Inc.
Date: Tuesday, May 12, 2020
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)

The live broadcast of our first quarter 2020 conference call will be available online, on a listen-only basis, at our website, www.pacapts.com, under "Investors" and then click on the "Upcoming Events" link. A replay of the call will be archived on under the Investors/Audio Archive section.

2020 Guidance:  

Net income (loss) per share - We are actively adding properties and real estate loan investments to our real estate portfolio and the specific timing of the closing of acquisitions is difficult to predict. Acquisition activity by its nature can cause material variation in our reported depreciation and amortization expense and interest income. Since net income (loss) per share is calculated net of depreciation and amortization expense, our net income (loss) results can fluctuate, possibly significantly, depending upon the timing of the closing of acquisitions. For this reason, we are unable to reasonably forecast this measure or provide a reconciliation of our projected FFO per share to this measure.
FFO per share - Due to the inherent uncertainty of the scope, duration and rapidly evolving nature of the economic and social disruption from the COVID-19 pandemic, on April 24, 2020 we withdrew our full year 2020 guidance that we previously included in our February 24, 2020 earnings release.

AFFO, Core FFO and FFO are calculated after deductions for all preferred stock dividends. Reconciliations of net income (loss) attributable to common stockholders to FFO, Core FFO and AFFO for the three-month periods ended March 31, 2020 and 2019 appear beginning on page S-3 of the attached report, as well as on our website using the following link:

http://investors.pacapts.com/download/1Q20_Earnings_and_Supplemental_Data.pdf

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:  Estimates of future earnings, guidance, goals and performance are, by definition, and certain other statements in this Earnings Release and Supplemental Financial Data Report may constitute, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, achievements or transactions to be materially different from the results, guidance, goals, performance, achievements or transactions expressed or implied by the forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to, (a) the impact of the coronavirus (COVID-19) pandemic on PAC’s business operations and the economic conditions in the

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markets in which PAC operates; (b) PAC’s ability to mitigate the impacts arising from COVID-19 and (c) those disclosed in PAC's filings with the Securities and Exchange Commission. Factors that impact such forward-looking statements include, among others, our business and investment strategy; legislative or regulatory actions; the state of the U.S. economy generally or in specific geographic areas; economic trends and economic recoveries; changes in operating costs, including real estate taxes, utilities and insurance costs; our ability to obtain and maintain debt or equity financing; financing and advance rates for our target assets; our leverage level; changes in the values of our assets; the occurrence of natural or man-made disasters; availability of attractive investment opportunities in our target markets; our ability to maintain our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes; our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended; availability of quality personnel; our understanding of our competition and market trends in our industry; and interest rates, real estate values, the debt securities markets and the general economy.

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

We refer you to the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2019 that was filed with the Securities and Exchange Commission, or SEC, on March 3, 2020, which discuss various factors that could adversely affect our financial results. Such risk factors and information may be updated or supplemented by our Form 10-K, Form 10-Q and Form 8-K filings and other documents filed from time to time with the SEC.

Additional Information

The SEC has declared effective the registration statement filed by the Company for each of the offerings to which this communication may relate. Before you invest, you should read the final prospectus, and any prospectus supplements, forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering to which this communication may relate. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement to which this communication may relate. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or its dealer manager, Preferred Capital Securities, LLC, will arrange to send you a prospectus with respect to the Series A1/M1 Offering upon request by contacting John A. Isakson at (770) 818-4109, 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.
    
The final prospectus for the Series A1/M1 Offering, dated October 22, 2019, can be accessed through the following link:

https://www.sec.gov/Archives/edgar/data/1481832/000148183219000097/a424b5-2019seriesamshares.htm



For further information:     

Preferred Apartment Communities, Inc.
John A. Isakson
Chief Financial Officer         
jisakson@pacapts.com
770-818-4109        


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Table of Contents
 
 
Consolidated Statements of Operations
S-2
Reconciliations of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders
S-3
Notes to Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders
S-4
Consolidated Balance Sheets
S-6
Consolidated Statements of Cash Flows
S-7
Real Estate Loan Investment Portfolio
S-9
Mortgage Indebtedness
S-11
Multifamily Communities
S-15
Student Housing Properties
S-16
Capital Expenditures
S-16
Grocery-Anchored Shopping Center Portfolio
S-18
Office Building Portfolio
S-20
Definitions of Non-GAAP Measures
S-21


















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Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
 
 
 
Three months ended March 31,
(In thousands, except per-share figures)
 
2020
 
2019
Revenues:
 
 
 
 
Rental and other property revenues
 
$
111,866

 
$
94,393

Interest income on loans and notes receivable
 
13,439

 
11,288

Interest income from related parties
 
2,537

 
5,802

Miscellaneous revenues
 
3,260

 
23

 
 
 
 
 
Total revenues
 
131,102

 
111,506

 
 
 
 
 
Operating expenses:
 
 
 
 
Property operating and maintenance
 
16,800

 
12,879

Property salary and benefits
5,191

 
4,657

Property management fees
2,003

 
3,267

Real estate taxes and insurance
 
15,525

 
14,090

General and administrative
 
6,364

 
1,420

Equity compensation to directors and executives
230

 
311

Depreciation and amortization
 
49,509

 
45,289

Asset management and general and administrative expense
 
 
 
 
fees to related party
 
3,099

 
7,829

Loan loss allowance
 
5,133

 

Management internalization expense
 
178,793

 
45

 
 
 
 
 
Total operating expenses
 
282,647

 
89,787

Waived asset management and general and administrative
 
 
 
expense fees
(1,136
)
 
(2,629
)
 
 
 
 
 
Net operating expenses
 
281,511

 
87,158

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

Loss on extinguishment of debt
 

 
(17
)
Gain on land condemnation
 
479

 

 
 
 
 
 
Net loss
 
(179,523
)
 
(2,280
)
Consolidated net loss (income) attributable to non-controlling interests
3,141

 
(492
)
 
 
 
 
 
Net loss 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
)
 
 
 
 
 
Net loss per share of Common Stock available to
 
 
 
 common stockholders, basic and diluted
 
$
(4.44
)
 
$
(0.66
)
 
 
 
 
 
Weighted average number of shares of Common Stock outstanding,
 
 
 
basic and diluted
 
47,129

 
42,680



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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 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
)
 
 
 
 
 
 
 
 
AFFO 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.
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders on page S-4.

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

1)
Rental and other property revenues and property operating expenses for the quarter ended March 31, 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 the seller's contribution to us on February 29, 2016 of the Wade Green grocery-anchored shopping center. The remaining Class A units were awarded primarily to our key executive officers. The Class A Units are apportioned a percentage of our financial results as non-controlling interests. The weighted average ownership percentage of these holders of Class A Units was calculated to be 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, unamortized loan costs on all the Company's indebtedness 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

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this line. For the quarters ended March 31, 2020 and 2019, we had received cash in excess of recognized termination fee revenues, resulting in the positive 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.

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.
    
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. See Capital Expenditures, Grocery-Anchored Shopping Center Portfolio, and Office Buildings Portfolio sections for definitions of these terms.



See Definitions of Non-GAAP Measures beginning on page S-21.










































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Preferred Apartment Communities, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per-share par values)
 
March 31, 2020
 
December 31, 2019
Assets
 
 
 
 
Real estate
 
 
 
Land
 
$
665,585

 
$
635,757

Building and improvements
3,329,579

 
3,256,223

Tenant improvements
172,136

 
167,275

Furniture, fixtures, and equipment
341,542

 
323,381

Construction in progress
16,131

 
11,893

Gross real estate
4,524,973

 
4,394,529

Less: accumulated depreciation
(461,957
)
 
(421,551
)
Net real estate
4,063,016

 
3,972,978

Real estate loan investments, net of deferred fee income and allowance for expected loan loss
292,905

 
325,790

Real estate loan investments to related parties, net
2,568

 
23,692

Total real estate and real estate loan investments, net
4,358,489

 
4,322,460

 
 
 
 
 
Cash and cash equivalents
120,128

 
94,381

Restricted cash
43,665

 
42,872

Notes receivable
7,321

 
17,079

Note receivable and revolving lines of credit due from related parties
9,011

 
24,838

Accrued interest receivable on real estate loans
20,186

 
25,755

Acquired intangible assets, net of amortization
154,351

 
154,803

Deferred loan costs on Revolving Line of Credit, net of amortization
1,118

 
1,286

Deferred offering costs
3,085

 
2,147

Tenant lease inducements, net
19,168

 
19,607

Tenant receivables and other assets
90,877

 
65,332

Total assets
$
4,827,399

 
$
4,770,560

 
 
 
 
 
Liabilities and equity
 
 
 
Liabilities
 
 
 
Mortgage notes payable, net of deferred loan costs and mark-to-market adjustment
$
2,606,251

 
$
2,567,022

Revolving line of credit
191,500

 

Term note payable, net of deferred loan costs

 
69,489

Unearned purchase option termination fees
2,019

 
2,859

Deferred revenue
38,782

 
39,722

Accounts payable and accrued expenses
43,797

 
42,191

Deferred liability to Former Manager
22,982

 

Contingent liability due to Former Manager
14,911

 

Accrued interest payable
8,707

 
8,152

Dividends and partnership distributions payable
24,415

 
23,519

Acquired below market lease intangibles, net of amortization
60,481

 
62,611

Security deposits and other liabilities
35,405

 
20,879

Total liabilities
3,049,250

 
2,836,444

 
 
 
 
 
Commitments and contingencies
 
 
 
Equity
 
 
 
 
Stockholders' equity
 
 
 
 
Series A Redeemable Preferred Stock, $0.01 par value per share; 3,050 shares authorized; 2,226 and 2,161
 
 
 
 shares issued; 2,075 and 2,028 shares outstanding at March 31, 2020 and December 31, 2019, respectively
21

 
20

Series A1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized;
 
 
 
  37 and 5 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively

 

Series M Redeemable Preferred Stock, $0.01 par value per share; 500 shares authorized; 106 shares
 
 
 
  issued; 98 and 103 shares outstanding at March 31, 2020 and December 31, 2019, respectively
1

 
1

Series M1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized;
 
 
 
  2 and zero shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
 

 

Common Stock, $0.01 par value per share; 400,067 shares authorized; 47,129 and 46,443 shares issued
 
 
 
and outstanding at March 31, 2020 and December 31, 2019, respectively
476

 
464

Additional paid-in capital
 
1,969,534

 
1,938,057

Accumulated (deficit) earnings
 
(191,040
)
 
(7,244
)
Total stockholders' equity
 
1,778,992

 
1,931,298

Non-controlling interest
 
(843
)
 
2,818

Total equity
 
1,778,149

 
1,934,116

 
 
 
 
 
Total liabilities and equity
 
$
4,827,399

 
$
4,770,560




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Preferred Apartment Communities, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Three-month periods ended March 31,
(In thousands)
 
2020
 
2019
Operating activities:
 
 
 
 
Net (loss) income
 
$
(179,523
)
 
$
(2,280
)
Reconciliation of net (loss) income to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
49,509

 
45,289

Amortization of above and below market leases
(1,705
)
 
(1,436
)
Deferred revenues and fee income amortization
(1,269
)
 
(1,498
)
Purchase option termination fee amortization
(4,040
)
 
(4,233
)
Amortization of equity compensation, lease incentives, and other noncash expenses
849

 
805

Deferred loan cost amortization
1,781

 
1,552

(Increase) in accrued interest income on real estate loan investments
(3,296
)
 
(3,551
)
Receipt of accrued interest income on real estate loans
8,865

 

Gains on sales of trading investment

 
(4
)
Gain on land condemnation, net of expenses
(479
)
 

Cash received for purchase option terminations
4,800

 
1,330

Loss on extinguishment of debt
 

 
17

Loan loss allowance
5,133

 

Mortgage interest received from consolidated VIEs

 
2,598

Mortgage interest paid to other participants of consolidated VIEs

 
(2,598
)
Changes in operating assets and liabilities:
 
 
 
(Increase) in tenant receivables and other assets
(10,775
)
 
(8,376
)
(Increase) in tenant lease incentives

 
(102
)
Increase in accounts payable and accrued expenses
24,190

 
1,290

Increase in deferred liability to Former Manager
22,851

 

Increase in Contingent liability
15,000

 

Decrease in accrued interest, prepaid rents and other liabilities
(1,282
)
 
(2,441
)
Net cash provided by operating activities
(69,391
)
 
26,362

 
 
 
 
 
Investing activities:
 
 
 
 
Investments in real estate loans
 
(11,631
)
 
(29,795
)
Repayments of real estate loans
 
53,896

 

Notes receivable issued
 
(249
)
 
(1,890
)
Notes receivable repaid
 
10,041

 

Notes receivable issued and draws on lines of credit by related parties
(9,624
)
 
(13,952
)
Repayments of notes receivable and lines of credit by related parties
4,546

 
8,330

Origination fees received on real estate loan investments
267

 
801

Origination fees paid to Manager on real estate loan investments

 
(401
)
Purchases of mortgage backed securities (K program), net of acquisition costs

 
(30,934
)
Mortgage principal received from consolidated VIEs

 
679

Sales of mortgage-backed securities

 
53,445

Acquisition of properties
 
(125,107
)
 
(32,540
)
Receipt of insurance proceeds for capital improvements

 
746

Proceeds from land condemnation
 
738

 

Additions to real estate assets - improvements
(12,817
)
 
(7,917
)
Deposits paid on acquisitions
(915
)
 
(511
)
Net cash used in investing activities
(90,855
)
 
(53,939
)
 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from mortgage notes payable
81,413

 
57,275

Repayments of mortgage notes payable
(42,252
)
 
(38,324
)
Payments for deposits and other mortgage loan costs
(1,694
)
 
(996
)
Payments to real estate loan participants

 
(5,223
)
Proceeds from lines of credit
 
284,000

 
126,200

Payments on lines of credit
 
(92,500
)
 
(166,200
)
Proceeds from (repayment of) Term Loans
(70,000
)
 

Mortgage principal paid to other participants of consolidated VIEs

 
(679
)
 
 
 
 
 
 
 
 
 (Continued on next page)
 
 
 
 

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Preferred Apartment Communities, Inc.
Consolidated Statements of Cash Flows - continued
(Unaudited)
 
 
 
Three-month periods ended March 31,
(In thousands)
 
2020
 
2019
 
 
 
 
Proceeds from repurchase agreements

 
4,857

Payments for repurchase agreements

 
(4,857
)
Proceeds from sales of Units, net of offering costs and redemptions
89,398

 
128,573

Proceeds from exercises of warrants
44

 
3,921

Payments for redemptions of preferred stock
(9,890
)
 
(2,006
)
Common Stock dividends paid
 
(12,156
)
 
(10,840
)
Preferred stock dividends paid
 
(32,732
)
 
(25,097
)
Payments for deferred offering costs
(7,042
)
 
(832
)
Contributions from non-controlling interests
197

 

Net cash provided by financing activities
186,786

 
65,772

 
 
 
 
Net increase in cash, cash equivalents and restricted cash
26,540

 
38,195

Cash, cash equivalents and restricted cash, beginning of year
137,253

 
87,690

Cash, cash equivalents and restricted cash, end of period
$
163,793

 
$
125,885





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Real Estate Loan Investments

The following tables present details pertaining to our portfolio of fixed rate, interest-only real estate loan investments.
Project/Property
 
Location
 
Maturity date
 
Optional extension date
 
Total loan commitments
 
Carrying amount (1) as of
 
Current / deferred interest % per annum
 
 
 
 
 
March 31, 2020
 
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
 
 
 
(in thousands)
 
 
Palisades
 
Northern VA
 
5/17/2020
 
5/17/2021
 
$
17,270

 
$
17,250

 
$
17,250

 
8 / 0 (2)
Wiregrass
 
Tampa, FL
 
N/A
 
N/A
 

 

 
14,976

 
Wiregrass Capital
 
Tampa, FL
 
N/A
 
N/A
 

 

 
4,240

 
Berryessa
 
San Jose, CA
 
2/13/2021
 
2/13/2023
 
137,616

 
118,326

 
115,819

 
8.5 / 3
The Anson
 
Nashville, TN
 
11/24/2021
 
11/24/2023
 
6,240

 
6,240

 
6,240

 
8.5 / 4.5
The Anson Capital
 
Nashville, TN
 
11/24/2021
 
11/24/2023
 
5,659

 
4,536

 
4,440

 
8.5 / 4.5
Sanibel Straights
 
Fort Myers, FL
 
2/3/2021
 
2/3/2022
 
9,416

 
9,038

 
8,846

 
8.5 / 5.5
Sanibel Straights Capital
 
Fort Myers, FL
 
2/3/2021
 
2/3/2022
 
6,193

 
6,059

 
5,930

 
8.5 / 5.5
Falls at Forsyth
 
Atlanta, GA
 
N/A
 
N/A
 

 

 
21,513

 
Newbergh
 
Atlanta, GA
 
1/31/2021
 
1/31/2022
 
11,749

 
11,749

 
11,699

 
8.5 / 5.5
Newbergh Capital
 
Atlanta, GA
 
1/31/2021
 
1/31/2022
 
6,176

 
5,979

 
5,653

 
8.5 / 5.5
V & Three
 
Charlotte, NC
 
8/15/2021
 
8/15/2022
 
10,336

 
10,336

 
10,336

 
8.5 / 5
V & Three Capital
 
Charlotte, NC
 
8/18/2021
 
8/18/2022
 
7,338

 
6,713

 
6,571

 
8.5 / 5
Cameron Square
 
Alexandria, VA
 
10/11/2021
 
10/11/2023
 
21,340

 
18,985

 
18,582

 
8.5 / 3
Cameron Square Capital
 
Alexandria, VA
 
10/11/2021
 
10/11/2023
 
8,850

 
8,413

 
8,235

 
8.5 / 3
Southpoint
 
Fredericksburg, VA
2/28/2022
 
2/28/2024
 
7,348

 
7,348

 
7,348

 
8.5 / 4
Southpoint Capital
 
Fredericksburg, VA
2/28/2022
 
2/28/2024
 
4,962

 
4,336

 
4,245

 
8.5 / 4
E-Town
 
Jacksonville, FL
 
6/14/2022
 
6/14/2023
 
16,697

 
14,865

 
14,550

 
8.5 / 3.5
Vintage
 
Destin, FL
 
3/24/2022
 
3/24/2024
 
10,763

 
9,126

 
8,932

 
8.5 / 4
Hidden River II
 
Tampa, FL
 
10/11/2022
 
10/11/2024
 
4,462

 
4,462

 
3,012

 
8.5 / 3.5
Hidden River II Capital
 
Tampa, FL
 
10/11/2022
 
10/11/2024
 
2,763

 
2,306

 
2,258

 
8.5 / 3.5
Kennesaw Crossing
 
Atlanta, GA
 
9/1/2023
 
9/1/2024
 
14,810

 
9,921

 
7,616

 
8.5 / 5.5
Vintage Horizon West
 
Orlando, FL
 
10/11/2022
 
10/11/2024
 
10,900

 
8,454

 
8,275

 
8.5 / 5.5
Chestnut Farms
 
Charlotte, NC
 
2/28/2025
 
N/A
 
13,372

 
806

 

 
8.5 / 5.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Student housing properties:
 
 
 
 
 
 
 
 
 
 
 
 
Haven 12
 
Starkville, MS
 
11/30/2020
 
N/A
 
6,116

 
6,116

 
6,116

 
8.5 / 0
Solis Kennesaw II
 
Atlanta, GA
 
5/5/2022
 
5/5/2024
 
13,613

 
12,759

 
12,489

 
8.5 / 4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Market Properties:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dawson Marketplace
 
Atlanta, GA
 
N/A
 
N/A
 

 

 
12,857

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Office Properties:
 
 
 
 
 
 
 
 
 
 
 
 
8West
 
Atlanta, GA
 
11/29/2022
 
11/29/2024
 
19,193

 
6,194

 
4,554

 
8.5 / 5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
373,182

 
310,317

 
352,582

 
 
Unamortized loan origination fees
 
 
 
 
 
 
 
(1,500
)
 
(1,476
)
 
 
Allowance for loan losses
 
 
 
 
 
(13,344
)
 
(1,624
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carrying amount
 
 
 
 
 
 
 
 
 
$
295,473

 
$
349,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
(1) Carrying amounts presented per loan are amounts drawn, exclusive of deferred fee revenue.
(2) Pursuant to an amendment of the loan agreement, effective January 1, 2019, the loan ceased accruing deferred interest.








FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 9


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We hold options or rights of first offer, but not obligations, to purchase some of the properties which are partially financed by our real estate loan investments. Certain option purchase prices are negotiated at the time of the loan closing and are to be calculated based upon market cap rates at the time of exercise of the purchase option, less a discount ranging from between zero and 15 basis points, depending on the loan. As of March 31, 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
 
 
 
 
 
 
 
 
 
 
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) 
 
(6) 
 
 
 
 
 
 
 
 
 
 
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 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.
 



FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 10


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Mortgage Indebtedness

The following table presents certain details regarding our mortgage notes payable:
 
 
 
Principal balance as of
 
 
 
 
 
 
 
Interest only through date (1)
 
Acquisition/
refinancing date
 
March 31, 2020
 
December 31, 2019
 
Maturity date
 
Interest rate
 
Basis point spread over 1 Month LIBOR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
(in thousands)
 
 
 
 
 
 
 
 
Summit Crossing
10/31/2017
 
$
37,472

 
$
37,651

 
11/1/2024
 
3.99
%
 
Fixed rate
 
N/A
Summit Crossing II
3/20/2014
 
13,168

 
13,221

 
4/1/2021
 
4.49
%
 
Fixed rate
 
N/A
Vineyards
9/26/2014
 
33,213

 
33,382

 
10/1/2021
 
3.68
%
 
Fixed rate
 
N/A
Avenues at Cypress
2/13/2015
 
20,578

 
20,704

 
9/1/2022
 
3.43
%
 
Fixed rate
 
N/A
Avenues at Northpointe
2/13/2015
 
26,163

 
26,313

 
3/1/2022
 
3.16
%
 
Fixed rate
 
N/A
Venue at Lakewood Ranch
5/21/2015
 
27,910

 
28,076

 
12/1/2022
 
3.55
%
 
Fixed rate
 
N/A
Aster at Lely Resort
6/24/2015
 
30,914

 
31,094

 
7/5/2022
 
3.84
%
 
Fixed rate
 
N/A
CityPark View
6/30/2015
 
19,965

 
20,089

 
7/1/2022
 
3.27
%
 
Fixed rate
 
N/A
Avenues at Creekside
7/31/2015
 
38,664

 
38,871

 
8/1/2024
 
3.12
%
 
160
(2) 
N/A
Citi Lakes
7/29/2019
 
40,891

 
41,079

 
8/1/2029
 
3.66
%
 
Fixed rate
 
N/A
Stone Creek
6/22/2017
 
19,714

 
19,800

 
7/1/2052
 
3.22
%
 
Fixed rate
 
N/A
Lenox Village Town Center
2/28/2019
 
38,652

 
38,813

 
3/1/2029
 
4.34
%
 
Fixed rate
 
N/A
Retreat at Lenox
12/21/2015
 
17,024

 
17,114

 
1/1/2023
 
4.04
%
 
Fixed rate
 
N/A
Overton Rise
2/1/2016
 
38,224

 
38,428

 
8/1/2026
 
3.98
%
 
Fixed rate
 
N/A
Village at Baldwin Park
12/17/2018
 
70,371

 
70,607

 
1/1/2054
 
4.16
%
 
Fixed rate
 
N/A
Crosstown Walk
1/15/2016
 
30,083

 
30,246

 
2/1/2023
 
3.90
%
 
Fixed rate
 
N/A
525 Avalon Park
6/15/2017
 
64,205

 
64,519

 
7/1/2024
 
3.98
%
 
Fixed rate
 
N/A
City Vista
7/1/2016
 
33,491

 
33,674

 
7/1/2026
 
3.68
%
 
Fixed rate
 
N/A
Sorrel
8/24/2016
 
31,273

 
31,449

 
9/1/2023
 
3.44
%
 
Fixed rate
 
N/A
Citrus Village
3/3/2017
 
28,643

 
28,796

 
6/10/2023
 
3.65
%
 
Fixed rate
 
N/A
Retreat at Greystone
11/21/2017
 
33,900

 
34,053

 
12/1/2024
 
4.31
%
 
Fixed rate
 
N/A
Founders Village
3/31/2017
 
30,061

 
30,202

 
4/1/2027
 
4.31
%
 
Fixed rate
 
N/A
Claiborne Crossing
4/26/2017
 
25,838

 
25,948

 
6/1/2054
 
2.89
%
 
Fixed rate
 
N/A
Luxe at Lakewood Ranch
7/26/2017
 
37,478

 
37,662

 
8/1/2027
 
3.93
%
 
Fixed rate
 
N/A
Adara at Overland Park
9/27/2017
 
30,474

 
30,624

 
4/1/2028
 
3.90
%
 
Fixed rate
 
N/A
Aldridge at Town Village
10/31/2017
 
36,400

 
36,569

 
11/1/2024
 
4.19
%
 
Fixed rate
 
N/A
Reserve at Summit Crossing
9/29/2017
 
19,180

 
19,276

 
10/1/2024
 
3.87
%
 
Fixed rate
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 11


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Table continued from previous page
 
 
Principal balance as of
 
 
 
 
 
 
 
Interest only through date (1)
 
Acquisition/
refinancing date
 
March 31, 2020
 
December 31, 2019
 
Maturity date
 
Interest rate
 
Basis point spread over 1 Month LIBOR
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
Overlook at Crosstown Walk
11/21/2017
 
21,348

 
21,450

 
12/1/2024
 
3.95
%
 
Fixed rate
 
N/A
Colony at Centerpointe
12/20/2017
 
31,953

 
32,120

 
10/1/2026
 
3.68
%
 
Fixed rate
 
N/A
Lux at Sorrel
1/9/2018
 
30,325

 
30,474

 
2/1/2030
 
3.91
%
 
Fixed rate
 
N/A
Green Park
2/28/2018
 
38,343

 
38,525

 
3/10/2028
 
4.09
%
 
Fixed rate
 
N/A
The Lodge at Hidden River
9/27/2018
 
40,728

 
40,903

 
10/1/2028
 
4.32
%
 
Fixed rate
 
N/A
Vestavia Reserve
11/9/2018
 
36,973

 
37,130

 
12/1/2030
 
4.40
%
 
Fixed rate
 
N/A
CityPark View South
11/15/2018
 
23,670

 
23,767

 
6/1/2029
 
4.51
%
 
Fixed rate
 
N/A
Artisan at Viera
8/8/2019
 
39,647

 
39,824

 
9/1/2029
 
3.93
%
 
Fixed rate
 
N/A
Five Oaks at Westchase
10/17/2019
 
31,293

 
31,448

 
11/1/2031
 
3.27
%
 
Fixed rate
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total multifamily communities
 
 
1,168,229

 
1,173,901

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grocery-anchored shopping centers:
Spring Hill Plaza
9/17/2019
 
8,115

 
8,167

 
10/1/2031
 
3.72
%
 
Fixed rate
 
N/A
Parkway Town Centre
9/17/2019
 
8,017

 
8,067

 
10/1/2031
 
3.72
%
 
Fixed rate
 
N/A
Woodstock Crossing
8/8/2014
 
2,863

 
2,877

 
9/1/2021
 
4.71
%
 
Fixed rate
 
N/A
Deltona Landings
8/16/2019
 
6,252

 
6,289

 
9/1/2029
 
4.18
%
 
Fixed rate
 
N/A
Powder Springs
8/13/2019
 
7,901

 
7,951

 
9/1/2029
 
3.65
%
 
Fixed rate
 
(3) 
Barclay Crossing
8/16/2019
 
6,197

 
6,233

 
9/1/2029
 
4.18
%
 
Fixed rate
 
N/A
Parkway Centre
8/16/2019
 
4,504

 
4,530

 
9/1/2029
 
4.18
%
 
Fixed rate
 
N/A
The Market at Salem Cove
10/6/2014
 
9,029

 
9,075

 
11/1/2024
 
4.21
%
 
Fixed rate
 
N/A
Independence Square
8/27/2015
 
11,388

 
11,455

 
9/1/2022
 
3.93
%
 
Fixed rate
 
N/A
Royal Lakes Marketplace
4/12/2019
 
9,516

 
9,572

 
5/1/2029
 
4.29
%
 
Fixed rate
 
N/A
The Overlook at Hamilton Place
12/22/2015
 
19,405

 
19,509

 
1/1/2026
 
4.19
%
 
Fixed rate
 
N/A
Summit Point
10/30/2015
 
11,402

 
11,494

 
11/1/2022
 
3.57
%
 
Fixed rate
 
N/A
East Gate Shopping Center
4/29/2016
 
5,238

 
5,277

 
5/1/2026
 
3.97
%
 
Fixed rate
 
N/A
Fury's Ferry
4/29/2016
 
6,051

 
6,096

 
5/1/2026
 
3.97
%
 
Fixed rate
 
N/A
Rosewood Shopping Center
4/29/2016
 
4,064

 
4,095

 
5/1/2026
 
3.97
%
 
Fixed rate
 
N/A
Southgate Village
4/29/2016
 
7,225

 
7,279

 
5/1/2026
 
3.97
%
 
Fixed rate
 
N/A
The Market at Victory Village
5/16/2016
 
8,871

 
8,911

 
9/11/2024
 
4.40
%
 
Fixed rate
 
N/A
Wade Green Village
4/7/2016
 
7,614

 
7,655

 
5/1/2026
 
4.00
%
 
Fixed rate
 
N/A
Lakeland Plaza
7/15/2016
 
27,255

 
27,459

 
8/1/2026
 
3.85
%
 
Fixed rate
 
N/A
University Palms
8/8/2016
 
12,324

 
12,421

 
9/1/2026
 
3.45
%
 
Fixed rate
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 12


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Table continued from previous page
 
 
Principal balance as of
 
 
 
 
 
 
 
Interest only through date (1)
 
Acquisition/
refinancing date
 
March 31, 2020
 
December 31, 2019
 
Maturity date
 
Interest rate
 
Basis point spread over 1 Month LIBOR
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
Cherokee Plaza
4/12/2019
 
24,722

 
24,867

 
5/1/2027
 
4.28
%
 
Fixed rate
 
N/A
Sandy Plains Exchange
8/8/2016
 
8,609

 
8,676

 
9/1/2026
 
3.45
%
 
Fixed rate
 
N/A
Thompson Bridge Commons
8/8/2016
 
11,509

 
11,599

 
9/1/2026
 
3.45
%
 
Fixed rate
 
N/A
Heritage Station
8/8/2016
 
8,518

 
8,585

 
9/1/2026
 
3.45
%
 
Fixed rate
 
N/A
Oak Park Village
8/8/2016
 
8,790

 
8,859

 
9/1/2026
 
3.45
%
 
Fixed rate
 
N/A
Shoppes of Parkland
8/8/2016
 
15,630

 
15,702

 
9/1/2023
 
4.67
%
 
Fixed rate
 
N/A
Champions Village
10/18/2016
 
27,400

 
27,400

 
11/1/2021
 
4.59
%
 
300
(4) 
11/1/2021
Castleberry-Southard
4/21/2017
 
10,904

 
10,959

 
5/1/2027
 
3.99
%
 
Fixed rate
 
N/A
Rockbridge Village
6/6/2017
 
13,527

 
13,597

 
7/5/2027
 
3.73
%
 
Fixed rate
 
N/A
Irmo Station
7/26/2017
 
9,969

 
10,038

 
8/1/2030
 
3.94
%
 
Fixed rate
 
N/A
Maynard Crossing
8/25/2017
 
17,327

 
17,449

 
9/1/2032
 
3.74
%
 
Fixed rate
 
N/A
Woodmont Village
9/8/2017
 
8,265

 
8,320

 
10/1/2027
 
4.13
%
 
Fixed rate
 
N/A
West Town Market
9/22/2017
 
8,443

 
8,503

 
10/1/2025
 
3.65
%
 
Fixed rate
 
N/A
Crossroads Market
12/5/2017
 
17,991

 
18,112

 
1/1/2030
 
3.95
%
 
Fixed rate
 
N/A
Anderson Central
3/16/2018
 
11,467

 
11,539

 
4/1/2028
 
4.32
%
 
Fixed rate
 
N/A
Greensboro Village
5/22/2018
 
8,199

 
8,250

 
6/1/2028
 
4.20
%
 
Fixed rate
 
N/A
Governors Towne Square
5/22/2018
 
10,908

 
10,976

 
6/1/2028
 
4.20
%
 
Fixed rate
 
N/A
Conway Plaza
6/29/2018
 
9,506

 
9,549

 
7/5/2028
 
4.29
%
 
Fixed rate
 
N/A
Brawley Commons
7/6/2018
 
17,854

 
17,963

 
8/1/2028
 
4.36
%
 
Fixed rate
 
N/A
Hollymead Town Center
12/21/2018
 
26,606

 
26,758

 
1/1/2029
 
4.64
%
 
Fixed rate
 
N/A
Gayton Crossing
1/17/2019
 
17,580

 
17,679

 
2/1/2029
 
4.71
%
 
Fixed rate
 
N/A
Free State Shopping Center
5/28/2019
 
46,184

 
46,391

 
6/1/2029
 
3.99
%
 
Fixed rate
 
N/A
Polo Grounds Mall
6/12/2019
 
13,168

 
13,227

 
7/1/2034
 
3.93
%
 
Fixed rate
 
N/A
Disston Plaza
6/12/2019
 
17,825

 
17,905

 
7/1/2034
 
3.93
%
 
Fixed rate
 
N/A
Fairfield Shopping Center
8/16/2019
 
19,750

 
19,750

 
8/16/2026
 
2.76
%
 
205
 
8/16/22
Berry Town Center
11/14/2019
 
11,968

 
12,025

 
12/1/2034
 
3.49
%
 
Fixed rate
 
N/A
Hanover Shopping Center
12/19/2019
 
31,805

 
32,000

 
12/19/2026
 
3.62
%
 
Fixed rate
 
N/A
Wakefield Crossing
1/29/2020
 
7,875

 

 
2/1/2032
 
3.66
%
 
Fixed rate
 
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total grocery-anchored shopping centers
 
 
625,530

 
621,090

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 13


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Table continued from previous page
 
 
Principal balance as of
 
 
 
 
 
 
 
Interest only through date (1)
 
Acquisition/
refinancing date
 
March 31, 2020
 
December 31, 2019
 
Maturity date
 
Interest rate
 
Basis point spread over 1 Month LIBOR
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
 
Student housing properties:
North by Northwest
6/1/2016
 
31,003

 
31,209

 
10/1/2022
 
4.02
%
 
Fixed rate
 
N/A
SoL
10/31/2018
 
35,515

 
35,656

 
11/1/2028
 
4.71
%
 
Fixed rate
 
N/A
Stadium Village
10/27/2017
 
45,005

 
45,228

 
11/1/2024
 
3.80
%
 
Fixed rate
 
N/A
Ursa
12/18/2017
 

 
31,400

 
1/5/2020
 
4.78
%
 
300
 
N/A
The Tradition
5/10/2018
 
30,000

 
30,000

 
6/6/2021
 
5.45
%
 
375
(5) 
6/6/2021
Retreat at Orlando
5/31/2018
 
47,125

 
47,125

 
9/1/2025
 
4.09
%
 
Fixed rate
 
9/1/2020
The Bloc
6/27/2018
 
28,966

 
28,966

 
7/9/2021
 
5.25
%
 
355
(6) 
7/9/2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total student housing properties
 
 
217,614

 
249,584

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Office buildings:
Brookwood Center
8/29/2016
 
30,522

 
30,716

 
9/10/2031
 
3.52
%
 
Fixed rate
 
N/A
Galleria 75
11/4/2016
 
5,288

 
5,340

 
7/1/2022
 
4.25
%
 
Fixed rate
 
N/A
Three Ravinia
12/30/2016
 
115,500

 
115,500

 
1/1/2042
 
4.46
%
 
Fixed rate
 
1/31/2022
Westridge at La Cantera
11/13/2017
 
51,493

 
51,834

 
12/10/2028
 
4.10
%
 
Fixed rate
 
N/A
Armour Yards
1/29/2018
 
39,943

 
40,000

 
2/1/2028
 
4.10
%
 
Fixed rate
 
N/A
150 Fayetteville
7/31/2018
 
114,400

 
114,400

 
8/10/2028
 
4.27
%
 
Fixed rate
 
9/9/2020
Capitol Towers
12/20/2018
 
124,299

 
124,814

 
1/10/2037
 
4.60
%
 
Fixed rate
 
N/A
CAPTRUST Tower
7/25/2019
 
82,650

 
82,650

 
8/1/2029
 
3.61
%
 
Fixed rate
 
7/31/2029
Morrocroft Centre
3/19/2020
 
70,000

 

 
4/10/2033
 
3.40
%
 
Fixed rate
 
4/10/2025
251 Armour Yards (7)
1/22/2020
 
3,522

 

 
1/22/2025
 
4.50
%
 
Fixed rate
 
1/21/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total office buildings
 
 
637,617

 
565,254

 
 
 
 
 
 
 
 
Grand total
 
 
2,648,990

 
2,609,829

 
 
 
 
 
 
 
 
Less: deferred loan costs
 
 
(38,182
)
 
(38,185
)
 
 
 
 
 
 
 
 
Less: below market debt adjustment
 
 
(4,557
)
 
(4,622
)
 
 
 
 
 
 
 
 
Mortgage notes, net
 
 
$
2,606,251

 
$
2,567,022

 
 
 
 
 
 
 
 
    
Footnotes to Mortgage Notes Table
 
(1) Following the indicated interest only period (where applicable), monthly payments of accrued interest and principal are based on a 25 to 35-year amortization period through the maturity date.
(2)  The mortgage instrument was assumed as part of the sales transaction; the 1 Month LIBOR index is capped at 5.0%, resulting in a cap on the combined rate of 6.6%.
(3) The mortgage has interest-only payment terms for the periods of June 1, 2023 through May 1, 2024 and from June 1, 2028 through May 1, 2029.
(4) The interest rate has a floor of 3.25%.
(5) The interest rate has a floor of 5.35%.
(6) The interest rate has a floor of 5.25%.
(7) A construction loan financing redevelopment of the property.

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Multifamily Communities

As of March 31, 2020, our multifamily community portfolio consisted of the following properties:
 
 
 
 
 
 
 
 
Three months ended
March 31, 2020
 
Property
 
Location
 
Number of units
 
Average unit size (sq. ft.)
 
Average physical occupancy
 
Average rent per unit
 
 
 
 
 
 
 
 
 
 
 
 
 
Same-Store Communities:
 
 
 
 
 
 
 
 
 
 
 
Aldridge at Town Village
 
Atlanta, GA
 
300

 
969

 
95.8
%
 
$
1,385

 
Green Park
 
Atlanta, GA
 
310

 
985

 
95.4
%
 
$
1,477

 
Overton Rise
 
Atlanta, GA
 
294

 
1,018

 
95.5
%
 
$
1,588

 
Summit Crossing I
 
Atlanta, GA
 
345

 
1,034

 
94.9
%
 
$
1,218

 
Summit Crossing II
 
Atlanta, GA
 
140

 
1,100

 
96.2
%
 
$
1,325

 
The Reserve at Summit Crossing
 
Atlanta, GA
 
172

 
1,002

 
95.7
%
 
$
1,350

 
Avenues at Cypress
 
Houston, TX
 
240

 
1,170

 
95.3
%
 
$
1,452

 
Avenues at Northpointe
 
Houston, TX
 
280

 
1,167

 
96.0
%
 
$
1,402

 
Vineyards
 
Houston, TX
 
369

 
1,122

 
97.1
%
 
$
1,186

 
Avenues at Creekside
 
San Antonio, TX
 
395

 
974

 
93.8
%
 
$
1,191

 
Aster at Lely Resort
 
Naples, FL
 
308

 
1,071

 
94.4
%
 
$
1,455

 
Sorrel
 
Jacksonville, FL
 
290

 
1,048

 
94.6
%
 
$
1,329

 
Lux at Sorrel
 
Jacksonville, FL
 
265

 
1,025

 
94.7
%
 
$
1,415

 
525 Avalon Park
 
Orlando, FL
 
487

 
1,394

 
94.6
%
 
$
1,501

 
Citi Lakes
 
Orlando, FL
 
346

 
984

 
94.5
%
 
$
1,502

 
Luxe at Lakewood Ranch
 
Sarasota, FL
 
280

 
1,105

 
94.9
%
 
$
1,546

 
Venue at Lakewood Ranch
 
Sarasota, FL
 
237

 
1,001

 
95.5
%
 
$
1,608

 
Crosstown Walk
 
Tampa, FL
 
342

 
1,070

 
95.9
%
 
$
1,323

 
Overlook at Crosstown Walk
 
Tampa, FL
 
180

 
986

 
95.6
%
 
$
1,404

 
Citrus Village
 
Tampa, FL
 
296

 
980

 
96.3
%
 
$
1,324

 
Lenox Village
 
Nashville, TN
 
273

 
906

 
98.2
%
 
$
1,326

 
Regent at Lenox
 
Nashville, TN
 
18

 
1,072

 
98.1
%
 
$
1,363

 
Retreat at Lenox
 
Nashville, TN
 
183

 
773

 
96.5
%
 
$
1,256

 
CityPark View
 
Charlotte, NC
 
284

 
948

 
97.1
%
 
$
1,155

 
CityPark View South
 
Charlotte, NC
 
200

 
1,005

 
95.3
%
 
$
1,286

 
Colony at Centerpointe
 
Richmond, VA
 
255

 
1,149

 
95.3
%
 
$
1,380

 
Founders Village
 
Williamsburg, VA
 
247

 
1,070

 
94.5
%
 
$
1,429

 
Retreat at Greystone
 
Birmingham, AL
 
312

 
1,100

 
95.1
%
 
$
1,346

 
Vestavia Reserve
 
Birmingham, AL
 
272

 
1,113

 
96.1
%
 
$
1,559

 
Adara Overland Park
 
Kansas City, KS
 
260

 
1,116

 
96.4
%
 
$
1,373

 
Claiborne Crossing
 
Louisville, KY
 
242

 
1,204

 
95.5
%
 
$
1,356

 
City Vista
 
Pittsburgh, PA
 
272

 
1,023

 
94.5
%
 
$
1,436

 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Average Same-Store Communities
 
 
 
8,694

 
 
 
95.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stone Creek
 
Houston, TX
 
246

 
852

 
97.0
%
 
$
1,159

 
Village at Baldwin Park
 
Orlando, FL
 
528

 
1,069

 
95.3
%
 
$
1,696

 
Lodge at Hidden River
 
Tampa, FL
 
300

 
980

 
96.6
%
 
$
1,398

 
Five Oaks at Westchase
 
Tampa, FL
 
218

 
983

 
96.0
%
 
$
1,520

 
 
 
 
 
 
 
 
 
 
 
 
 
Total/Average Stabilized Communities
 
 
 
9,986

 
 
 
95.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Artisan at Viera
 
Melbourne, FL
 
259

 
1,070

 
%
 
$
1,707

 
Wiregrass Ranch
 
Tampa, FL
 
392

 
973

 
%
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Total PAC Non-Stabilized Communities
 
 
 
651

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total multifamily community units
 
 
 
10,637

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

For the three-month period ended March 31, 2020, our average same-store multifamily communities' physical occupancy was 95.5%. We calculate average same-store physical occupancy for quarterly periods as the average number of occupied units on the 20th day of each of the trailing three months from the reporting period end date and that have been owned for at least 15 full months as of the end of the first quarter of each year. We exclude the operating results of properties for which construction of adjacent phases has commenced, properties which are undergoing significant capital projects, have sustained significant casualty

FIRST QUARTER 2020 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S - 15


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losses, or are being marketed for sale as of the end of the reporting period. We believe "Same Property" information is useful as it allows both management and investors to gauge our management effectiveness via comparisons of financial and operational results between interim and annual periods for those subsets of multifamily communities owned for current and prior comparative periods.

For the three-month period ended March 31, 2020, our average stabilized physical occupancy was 95.5%. We calculate average stabilized physical occupancy for quarterly periods as the average number of occupied units on the 20th day of each of the trailing three months from the reporting period end date.

For the three-month period ended March 31, 2020, our average economic occupancy was 95.3%. We define average economic occupancy as market rent reduced by vacancy losses, expressed as a percentage. All of our multifamily properties are included in these calculations except for properties which are not yet stabilized (which we define as properties having first achieved 93% physical occupancy for three full months in a quarter; includes Artisan at Viera and Five Oaks at Westchase), properties which are owned for less than the entire reporting period (Wiregrass Ranch) and properties which are undergoing significant capital projects, have sustained significant casualty losses (Stone Creek) or are adding additional phases (Lodge at Hidden River). We also exclude properties which are currently being marketed for sale, of which we had none at March 31, 2020. Average economic occupancy is useful both to management and investors as a gauge of our effectiveness in realizing the full revenue generating potential of our multifamily communities given market rents and occupancy rates.

Student Housing Properties

As of March 31, 2020, our student housing portfolio consisted of the following properties:
 
 
 
 
 
 
 
 
 
 
Three months ended
March 31, 2020
Property
 
Location
 
Number of units
 
Number of beds
 
Average unit size (sq. ft.)
 
Average physical occupancy
 
Average rent per bed
Student housing properties:
 
 
 
 
 
 
 
 
 
 
 
 
North by Northwest (1)
 
Tallahassee, FL
 
219

 
679

 
1,250

 
86.6
%
 
$
703

SoL  (1)
 
Tempe, AZ
 
224

 
639

 
1,296

 
99.2
%
 
$
719

Stadium Village (1, 2)
 
Atlanta, GA
 
198

 
792

 
1,466

 
98.1
%
 
$
721

Ursa (1, 2)
 
Waco, TX
 
250

 
840

 
1,634

 
97.9
%
 
$
604

The Tradition
 
College Station, TX
 
427

 
808

 
539

 
97.8
%
 
$
607

The Retreat at Orlando (1)
 
Orlando, FL
 
221

 
894

 
2,036

 
98.7
%
 
$
770

The Bloc
 
Lubbock, TX
 
140

 
556

 
1,394

 
89.5
%
 
$
514

Haven49 (1)
 
Charlotte, NC
 
332

 
887

 
1,224

 
97.8
%
 
$
752

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,011

 
6,095

 
 
 
96.1
%
 
$
680

 
(1) 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.
(2) The Company acquired and owns an approximate 99% equity interest in a joint venture which owns both Stadium Village and Ursa.


Capital Expenditures

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


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For the three-month period ended March 31, 2020, our capital expenditures for multifamily communities consisted of:
 
 
 
Capital Expenditures - Multifamily Communities
 
 
 
Recurring
 
Non-recurring
 
Total
(in thousands, except per-unit figures)
Amount
 
Per Unit
 
Amount
 
Per Unit
 
Amount
 
Per Unit
Appliances
$
176

 
$
16.87

 
$

 
$

 
$
176

 
$
16.87

Carpets
 
 
305

 
29.18

 

 

 
305

 
29.18

Wood / vinyl flooring
20

 
1.95

 
106

 
10.13

 
126

 
12.08

Mini blinds and ceiling fans
31

 
3.01

 

 

 
31

 
3.01

Fire safety
 

 

 
44

 
4.22

 
44

 
4.22

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 and other common amenities 
30

 
2.86

 
263

 
25.16

 
293

 
28.02

Major structural projects 

 

 
407

 
38.94

 
407

 
38.94

Cabinets and countertop upgrades

 

 
39

 
3.76

 
39

 
3.76

Landscaping and fencing

 

 
163

 
15.61

 
163

 
15.61

Parking lot
 

 

 
21

 
1.98

 
21

 
1.98

Signage and sanitation

 

 
19

 
1.84

 
19

 
1.84

Totals
 
 
$
628

 
$
60.18

 
$
1,763

 
$
168.78

 
$
2,391

 
$
228.96


For the three-month period ended March 31, 2020, our capital expenditures for student housing properties consisted of:
 
 
 
Capital Expenditures - Student Housing Properties
 
 
 
Recurring
 
Non-recurring
 
Total
(in thousands, except per-bed figures)
Amount
 
Per Bed
 
Amount
 
Per Bed
 
Amount
 
Per Bed
Appliances
$
29

 
$
4.80

 
$

 
$

 
$
29

 
$
4.80

Carpets
 
 
7

 
1.13

 

 

 
7

 
1.13

Wood / vinyl flooring

 

 

 

 

 

Mini blinds and ceiling fans
2

 
0.27

 

 

 
2

 
0.27

Fire safety
 

 

 

 

 

 

HVAC
 
25

 
4.04

 

 

 
25

 
4.04

Computers, equipment, misc.

 

 
2

 
0.35

 
2

 
0.35

Elevators

 

 
5

 
0.84

 
5

 
0.84

Exterior painting

 

 

 

 

 

Leasing office and other common amenities 
2

 
0.33

 
13

 
2.10

 
15

 
2.43

Major structural projects 

 

 
541

 
88.71

 
541

 
88.71

Cabinets and counter top upgrades

 

 
2

 
0.31

 
2

 
0.31

Landscaping and fencing

 

 
54

 
8.78

 
54

 
8.78

Parking lot

 

 

 

 

 

Signage and sanitation

 

 
19

 
3.26

 
19

 
3.26

Unit furniture
162

 
26.63

 

 

 
162

 
26.63

Totals
 
 
$
227

 
$
37.20

 
$
636

 
$
104.35

 
$
863

 
$
141.55








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Grocery-Anchored Shopping Center Portfolio

As of March 31, 2020, our grocery-anchored shopping center portfolio consisted of the following properties:
Property name
Location
 
Year built
 
GLA (1)
 
Percent leased
 
Grocery anchor tenant
 
 
 
 
 
 
 
 
 
 
Castleberry-Southard
 Atlanta, GA
 
2006
 
80,018

 
98.3
%
 
 Publix
Cherokee Plaza
 Atlanta, GA
 
1958
 
102,864

 
100.0
%
 
Kroger
Governors Towne Square
 Atlanta, GA
 
2004
 
68,658

 
93.9
%
 
 Publix
Lakeland Plaza
 Atlanta, GA
 
1990
 
301,711

 
93.1
%
 
Sprouts
Powder Springs
 Atlanta, GA
 
1999
 
77,853

 
87.7
%
 
 Publix
Rockbridge Village
 Atlanta, GA
 
2005
 
102,432

 
85.4
%
 
 Kroger
Roswell Wieuca Shopping Center
 Atlanta, GA
 
2007
 
74,370

 
100.0
%
 
 The Fresh Market
Royal Lakes Marketplace
 Atlanta, GA
 
2008
 
119,493

 
92.7
%
 
 Kroger
Sandy Plains Exchange
 Atlanta, GA
 
1997
 
72,784

 
96.7
%
 
Publix
Summit Point
 Atlanta, GA
 
2004
 
111,970

 
87.5
%
 
 Publix
Thompson Bridge Commons
 Atlanta, GA
 
2001
 
92,587

 
96.4
%
 
Kroger
Wade Green Village
 Atlanta, GA
 
1993
 
74,978

 
88.7
%
 
 Publix
Woodmont Village
 Atlanta, GA
 
2002
 
85,639

 
97.2
%
 
Kroger
Woodstock Crossing
 Atlanta, GA
 
1994
 
66,122

 
100.0
%
 
 Kroger
East Gate Shopping Center
 Augusta, GA
 
1995
 
75,716

 
92.2
%
 
 Publix
Fury's Ferry
 Augusta, GA
 
1996
 
70,458

 
98.0
%
 
 Publix
Parkway Centre
 Columbus, GA
 
1999
 
53,088

 
97.7
%
 
 Publix
Greensboro Village
 Nashville, TN
 
2005
 
70,203

 
98.3
%
 
 Publix
Spring Hill Plaza
 Nashville, TN
 
2005
 
66,693

 
100.0
%
 
 Publix
Parkway Town Centre
 Nashville, TN
 
2005
 
65,587

 
100.0
%
 
 Publix
The Market at Salem Cove
 Nashville, TN
 
2010
 
62,356

 
97.8
%
 
 Publix
The Market at Victory Village
 Nashville, TN
 
2007
 
71,300

 
98.0
%
 
 Publix
The Overlook at Hamilton Place
 Chattanooga, TN
 
1992
 
213,095

 
100.0
%
 
 The Fresh Market
Shoppes of Parkland
 Miami-Ft. Lauderdale, FL
 
2000
 
145,720

 
98.9
%
 
BJ's Wholesale Club
Polo Grounds Mall
West Palm Beach, FL
 
1966
 
130,285

 
98.9
%
 
Publix
Crossroads Market
 Naples, FL
 
1993
 
126,895

 
100.0
%
 
Publix
Neapolitan Way
 Naples, FL
 
1985
 
137,580

 
92.4
%
 
Publix
Berry Town Center
 Orlando, FL
 
2003
 
99,441

 
84.2
%
 
Publix
Conway Plaza
 Orlando, FL
 
1966
 
117,705

 
83.4
%
 
Publix
Deltona Landings
 Orlando, FL
 
1999
 
59,966

 
100.0
%
 
 Publix
University Palms
 Orlando, FL
 
1993
 
99,172

 
100.0
%
 
Publix
Disston Plaza
 Tampa-St. Petersburg, FL
 
1954
 
129,150

 
96.6
%
 
Publix
Barclay Crossing
 Tampa, FL
 
1998
 
54,958

 
100.0
%
 
 Publix
Champions Village
 Houston, TX
 
1973
 
383,346

 
76.0
%
 
Randalls
Kingwood Glen
 Houston, TX
 
1998
 
103,397

 
97.1
%
 
 Kroger
Independence Square
 Dallas, TX
 
1977
 
140,218

 
86.1
%
 
 Tom Thumb
Midway Market
 Dallas, TX
 
2002
 
85,599

 
90.2
%
 
Kroger
Oak Park Village
 San Antonio, TX
 
1970
 
64,855

 
100.0
%
 
H.E.B.
Sweetgrass Corner
 Charleston, SC
 
1999
 
89,124

 
29.1
%
 
(2) 
Irmo Station
 Columbia, SC
 
1980
 
99,384

 
95.3
%
 
Kroger
Rosewood Shopping Center
 Columbia, SC
 
2002
 
36,887

 
93.5
%
 
 Publix
Anderson Central
 Greenville Spartanburg, SC
 
1999
 
223,211

 
95.9
%
 
 Walmart
Fairview Market
 Greenville Spartanburg, SC
 
1998
 
46,303

 
97.0
%
 
Aldi
Brawley Commons
 Charlotte, NC
 
1997
 
122,028

 
100.0
%
 
 Publix
West Town Market
 Charlotte, NC
 
2004
 
67,883

 
100.0
%
 
Harris Teeter
Heritage Station
 Raleigh, NC
 
2004
 
72,946

 
100.0
%
 
Harris Teeter
Maynard Crossing
 Raleigh, NC
 
1996
 
122,781

 
93.4
%
 
Harris Teeter
Wakefield Crossing
 Raleigh, NC
 
2001
 
75,927

 
98.2
%
 
Food Lion
Hanover Center (4)
Wilmington, NC
 
1954
 
305,346

 
97.1
%
 
Harris Teeter
Southgate Village
 Birmingham, AL
 
1988
 
75,092

 
96.8
%
 
 Publix
Hollymead Town Center
Charlottesville, VA
 
2005
 
158,807

 
90.8
%
 
Harris Teeter
Gayton Crossing
Richmond, VA
 
1983
 
158,316

(3) 
83.8
%
 
Kroger
Fairfield Shopping Center (4)
Virginia Beach, VA
 
1985
 
231,829

 
84.7
%
 
Food Lion
Free State Shopping Center
Washington, DC
 
1970
 
264,152

 
97.7
%
 
Giant
 
 
 
 
 
 
 
 
 
 
Grand total/weighted average
 
 
 
 
6,208,278

 
92.6
%
 
 

(1) Gross leasable area, or GLA, represents the total amount of property square footage that can be leased to tenants.
(2) Bi-Lo (the former anchor tenant) had extended their term through April 30, 2019 and had no further right or option to extend their lease.
(3) The GLA figure shown excludes the GLA of the Kroger store, which is owned by others.
(4) Property is owned through a consolidated joint venture.

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As of March 31, 2020, our grocery-anchored shopping center portfolio was 92.6% leased. We define percent leased as the percentage of gross leasable area that is leased, including noncancelable lease agreements that have been signed which have not yet commenced. This metric is used by management to gauge the extent to which our grocery-anchored shopping centers are delivering their total potential rental and other revenues.

Details regarding lease expirations (assuming no exercises of tenant renewal options) within our grocery-anchored shopping center portfolio as of March 31, 2020 were:
 
 
Totals
 
 
Number of leases
 
Leased GLA
 
Percent of leased GLA
 
 
 
 
 
 
 
Month to month
 
9

 
18,456

 
0.3
%
2020
 
94

 
211,258

 
3.7
%
2021
 
176

 
704,957

 
12.3
%
2022
 
178

 
623,979

 
10.9
%
2023
 
135

 
624,239

 
10.9
%
2024
 
126

 
1,157,184

 
20.1
%
2025
 
90

 
926,108

 
16.1
%
2026
 
22

 
221,158

 
3.9
%
2027
 
27

 
192,685

 
3.4
%
2028
 
28

 
354,993

 
6.2
%
2029
 
26

 
182,196

 
3.2
%
2030 +
 
20

 
528,581

 
9.0
%
 
 
 
 
 
 
 
Total
 
931

 
5,745,794

 
100.0
%

The Company's grocery-anchored shopping center portfolio contained the following anchor tenants as of March 31, 2020:
Tenant
 
GLA
 
Percent of total GLA
Publix
 
1,175,430

 
18.9%
Kroger
 
580,343

 
9.3%
Harris Teeter
 
273,273

 
4.4%
Wal-Mart
 
183,211

 
3.0%
BJ's Wholesale Club
 
108,532

 
1.7%
Food Lion
 
76,523

 
1.2%
Giant
 
73,149

 
1.2%
Randall's
 
61,604

 
1.0%
H.E.B
 
54,844

 
0.9%
Tom Thumb
 
43,600

 
0.7%
The Fresh Market
 
43,321

 
0.7%
Sprouts
 
29,855

 
0.5%
Aldi
 
23,622

 
0.4%
 
 
 
 
 
Total
 
2,727,307

 
43.9%
 
 
 
 
 


The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 will present income statements of New Market Properties, LLC within the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Second-generation capital expenditures within our grocery-anchored shopping center portfolio by property for the first quarter 2020 totaled approximately $432,000. Second-generation capital expenditures exclude those expenditures made in our grocery-anchored shopping center portfolio (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our ownership standards, and (iii) for property redevelopments and repositioning.


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Office Building Portfolio

As of March 31, 2020, our office building portfolio consisted of the following properties:
Property Name
 
Location
 
GLA
 
Percent leased
Three Ravinia
 
Atlanta, GA
 
814,000

 
99
%
150 Fayetteville
 
Raleigh, NC
 
560,000

 
91
%
Capitol Towers
 
Charlotte, NC
 
479,000

 
100
%
CAPTRUST Tower
 
Raleigh, NC
 
300,000

 
100
%
Westridge at La Cantera
 
San Antonio, TX
 
258,000

 
100
%
Morrocroft Centre
 
Charlotte, NC
 
291,000

 
90
%
Armour Yards
 
Atlanta, GA
 
187,000

 
96
%
Brookwood Center
 
Birmingham, AL
 
169,000

 
100
%
Galleria 75
 
Atlanta, GA
 
111,000

 
97
%
 
 
 
 
 
 
 
 
 
 
 
3,169,000

 
97
%
 
 
 
 
 
 
 

The Company's office building portfolio includes the following significant tenants:
    
 
 
 
Rentable square footage
 
Percent of Annual Base Rent
 
Annual Base Rent (in thousands)
InterContinental Hotels Group
520,000

 
14.1
%
 
$
12,043

Albemarle
162,000

 
6.7
%
 
5,727

CapFinancial
113,000

 
4.7
%
 
3,999

USAA
129,000

 
3.7
%
 
3,196

Vericast
129,000

 
3.4
%
 
2,953

 
 
 
 
 
 
 
 
 
1,053,000

 
32.6
%
 
$
27,918

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

The Company's leased square footage of its office building portfolio expires according to the following schedule:
Office building portfolio
 
 
 
 
Percent of
Year of lease expiration
 
Rented square
 
rented
 
feet
 
square feet
2020
 
95,000

 
3.1
%
2021
 
245,000

 
8.2
%
2022
 
127,000

 
4.2
%
2023
 
128,000

 
4.2
%
2024
 
266,000

 
8.8
%
2025
 
251,000

 
8.3
%
2026
 
266,000

 
8.8
%
2027
 
321,000

 
10.6
%
2028
 
232,000

 
7.7
%
2029
 
57,000

 
1.9
%
2030+
 
1,040,000

 
34.2
%
 
 
 
 
 
Total
 
3,028,000

 
100.0
%

The Company recognized second-generation capital expenditures within its office building portfolio of approximately $101,000 during the first quarter 2020. Second-generation capital expenditures exclude those expenditures made in our office building portfolio (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our Class A ownership standards (and which amounts were underwritten into the total investment at the time of acquisition), (iii) to newly leased space which had been vacant for more than one year and (iv) for property re-developments and repositionings.


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Definitions of Non-GAAP Measures

We disclose FFO, Core FFO, AFFO and NOI, each of which meet the definition of a “non-GAAP financial measure”, as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this filing a statement of why the Company believes that presentation of these measures provides useful information to investors. None of FFO, 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 NOI should be compared with our reported net income or net loss and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements. FFO, 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;
• Loan cost amortization on acquisition term notes and loan coordination fees;
• losses on debt extinguishments or refinancing costs;
• internalization costs;
• non-cash dividends on preferred stock;
• non-cash (income) expense for current expected credit losses;
• Extraordinary Event - COVID-19 Expense; 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

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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;
• net loan fees received;
• accrued interest income received;
• cash received for purchase option terminations;
• deemed dividends on preferred stock redemptions;
• non-cash dividends on Series M Preferred Stock; and
• amortization of lease inducements;

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

AFFO figures reported by us may not be comparable to those AFFO figures reported by other companies. We utilize AFFO as another measure of the operating performance of our portfolio of real estate assets. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and may be useful in comparing our operating performance with other real estate companies. 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.

Multifamily Communities' Same-Store Net Operating Income (“NOI”)

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

About Preferred Apartment Communities, Inc.     

    
Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery anchored shopping centers, Class A office

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buildings, and student housing properties. Preferred Apartment Communities’ investment objective is to generate attractive, stable returns for stockholders by investing in income-producing properties and acquiring or originating real estate loans for multifamily properties. As of March 31, 2020, the Company owned or was invested in 123 properties in 15 states, predominantly in the Southeast region of the United States.


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