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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35908
ARMADA HOFFLER PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Maryland | 46-1214914 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
222 Central Park Avenue | , | Suite 2100 | |
Virginia Beach | , | Virginia | 23462 |
(Address of principal executive offices) | (Zip Code) |
(757) 366-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | | AHH | | New York Stock Exchange |
6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | AHHPrA | | New York Stock Exchange |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large Accelerated Filer | ☒ | Accelerated Filer | ☐ |
Non-Accelerated Filer | ☐ | Smaller Reporting Company | ☐ |
| | Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
As of August 4, 2022, the registrant had 67,729,650 shares of common stock, $0.01 par value per share, outstanding. In addition, as of August 4, 2022, Armada Hoffler, L.P., the registrant's operating partnership subsidiary, had 20,611,190 units of limited partnership interest ("OP Units") outstanding (other than OP Units held by the registrant).
ARMADA HOFFLER PROPERTIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2022
Table of Contents
PART I. Financial Information
Item 1. Financial Statements
ARMADA HOFFLER PROPERTIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, except par value and share data) | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | (Unaudited) | | |
ASSETS | | | | |
Real estate investments: | | | | |
Income producing property | | $ | 1,791,302 | | | $ | 1,658,609 | |
Held for development | | 6,294 | | | 6,294 | |
Construction in progress | | 71,676 | | | 72,535 | |
| | 1,869,272 | | | 1,737,438 | |
Accumulated depreciation | | (303,032) | | | (285,814) | |
Net real estate investments | | 1,566,240 | | | 1,451,624 | |
Real estate investments held for sale | | 115,680 | | | 80,751 | |
Cash and cash equivalents | | 69,731 | | | 35,247 | |
Restricted cash | | 6,681 | | | 5,196 | |
Accounts receivable, net | | 32,250 | | | 29,576 | |
Notes receivable, net | | 139,383 | | | 126,429 | |
Construction receivables, including retentions, net | | 29,107 | | | 17,865 | |
Construction contract costs and estimated earnings in excess of billings | | 493 | | | 243 | |
Equity method investments | | 53,260 | | | 12,685 | |
Operating lease right-of-use assets | | 23,387 | | | 23,493 | |
Finance lease right-of-use assets | | 46,433 | | | 46,989 | |
Acquired lease intangible assets | | 107,147 | | | 62,038 | |
Other assets | | 75,743 | | | 45,927 | |
Total Assets | | $ | 2,265,535 | | | $ | 1,938,063 | |
LIABILITIES AND EQUITY | | | | |
Indebtedness, net | | $ | 1,080,664 | | | $ | 917,556 | |
Liabilities related to assets held for sale | | 84,049 | | | 41,364 | |
Accounts payable and accrued liabilities | | 22,886 | | | 29,589 | |
Construction payables, including retentions | | 47,429 | | | 31,166 | |
Billings in excess of construction contract costs and estimated earnings | | 15,075 | | | 4,881 | |
Operating lease liabilities | | 31,645 | | | 31,648 | |
Finance lease liabilities | | 46,325 | | | 46,160 | |
Other liabilities | | 51,126 | | | 55,876 | |
Total Liabilities | | 1,379,199 | | | 1,158,240 | |
| | | | |
| | | | |
| | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value, 100,000,000 shares authorized: 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock, 9,980,000 shares authorized; 6,843,418 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | | 171,085 | | | 171,085 | |
Common stock, $0.01 par value, 500,000,000 shares authorized; 67,729,650 and 63,011,700 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | | 677 | | | 630 | |
Additional paid-in capital | | 588,012 | | | 525,030 | |
Distributions in excess of earnings | | (135,942) | | | (141,360) | |
Accumulated other comprehensive gain (loss) | | 10,091 | | | (33) | |
Total stockholders’ equity | | 633,923 | | | 555,352 | |
Noncontrolling interests in investment entities | | 23,952 | | | 629 | |
Noncontrolling interests in Operating Partnership | | 228,461 | | | 223,842 | |
Total Equity | | 886,336 | | | 779,823 | |
Total Liabilities and Equity | | $ | 2,265,535 | | | $ | 1,938,063 | |
See Notes to Condensed Consolidated Financial Statements.
ARMADA HOFFLER PROPERTIES, INC.
Condensed Consolidated Statements of Comprehensive Income
(In thousands, except per share data)
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Revenues | | | | | | | | |
Rental revenues | | $ | 55,224 | | | $ | 47,378 | | | $ | 109,859 | | | $ | 93,119 | |
General contracting and real estate services revenues | | 45,273 | | | 18,408 | | | 69,923 | | | 53,971 | |
Total revenues | | 100,497 | | | 65,786 | | | 179,782 | | | 147,090 | |
| | | | | | | | |
Expenses | | | | | | | | |
Rental expenses | | 12,685 | | | 11,292 | | | 25,354 | | | 22,124 | |
Real estate taxes | | 5,837 | | | 5,465 | | | 11,241 | | | 10,771 | |
General contracting and real estate services expenses | | 43,418 | | | 18,131 | | | 67,239 | | | 52,406 | |
Depreciation and amortization | | 18,781 | | | 17,285 | | | 37,338 | | | 35,351 | |
Amortization of right-of-use assets - finance leases | | 277 | | | 278 | | | 555 | | | 467 | |
General and administrative expenses | | 3,617 | | | 3,487 | | | 8,325 | | | 7,508 | |
Acquisition, development and other pursuit costs | | 26 | | | 32 | | | 37 | | | 103 | |
Impairment charges | | 286 | | | 83 | | | 333 | | | 3,122 | |
Total expenses | | 84,927 | | | 56,053 | | | 150,422 | | | 131,852 | |
Gain on real estate dispositions, net | | 19,493 | | | — | | | 19,493 | | | 3,717 | |
Operating income | | 35,063 | | | 9,733 | | | 48,853 | | | 18,955 | |
Interest income | | 3,352 | | | 6,746 | | | 6,920 | | | 10,862 | |
Interest expense | | (9,371) | | | (8,418) | | | (18,402) | | | (16,393) | |
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Loss on extinguishment of debt | | (618) | | | — | | | (776) | | | — | |
Change in fair value of derivatives and other | | 2,548 | | | 314 | | | 6,730 | | | 707 | |
Unrealized credit loss provision | | (295) | | | (388) | | | (900) | | | (333) | |
Other income (expense), net | | 68 | | | 7 | | | 297 | | | 186 | |
Income before taxes | | 30,747 | | | 7,994 | | | 42,722 | | | 13,984 | |
Income tax benefit | | 20 | | | 461 | | | 321 | | | 480 | |
Net income | | 30,767 | | | 8,455 | | | 43,043 | | | 14,464 | |
Net income attributable to noncontrolling interests: | | | | | | | | |
Investment entities | | (128) | | | — | | | (228) | | | — | |
Operating Partnership | | (6,479) | | | (1,429) | | | (8,662) | | | (2,240) | |
Net income attributable to Armada Hoffler Properties, Inc. | | 24,160 | | | 7,026 | | | 34,153 | | | 12,224 | |
Preferred stock dividends | | (2,887) | | | (2,887) | | | (5,774) | | | (5,774) | |
Net income attributable to common stockholders | | $ | 21,273 | | | $ | 4,139 | | | $ | 28,379 | | | $ | 6,450 | |
Net income attributable to common stockholders per share (basic and diluted) | | $ | 0.31 | | | $ | 0.07 | | | $ | 0.42 | | | $ | 0.11 | |
Weighted-average common shares outstanding (basic and diluted) | | 67,710 | | | 60,409 | | | 67,420 | | | 59,918 | |
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Comprehensive income: | | | | | | | | |
Net income | | $ | 30,767 | | | $ | 8,455 | | | $ | 43,043 | | | $ | 14,464 | |
Unrealized cash flow hedge gains (losses) | | 3,950 | | | (469) | | | 11,672 | | | 1,807 | |
Realized cash flow hedge losses reclassified to net income | | 866 | | | 1,103 | | | 1,653 | | | 2,181 | |
Comprehensive income | | 35,583 | | | 9,089 | | | 56,368 | | | 18,452 | |
Comprehensive income attributable to noncontrolling interests: | | | | | | | | |
Investment entities | | (228) | | | — | | | (328) | | | — | |
Operating Partnership | | (7,579) | | | (1,592) | | | (11,762) | | | (3,274) | |
Comprehensive income attributable to Armada Hoffler Properties, Inc. | | $ | 27,776 | | | $ | 7,497 | | | $ | 44,278 | | | $ | 15,178 | |
See Notes to Condensed Consolidated Financial Statements.
ARMADA HOFFLER PROPERTIES, INC.
Condensed Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | Preferred stock | | Common stock | | Additional paid-in capital | | Distributions in excess of earnings | | Accumulated other comprehensive loss | | Total stockholders' equity | | Noncontrolling interests in investment entities | | Noncontrolling interests in Operating Partnership | | Total equity |
Balance, December 31, 2021 | | $ | 171,085 | | | $ | 630 | | | $ | 525,030 | | | $ | (141,360) | | | $ | (33) | | | $ | 555,352 | | | $ | 629 | | | $ | 223,842 | | | $ | 779,823 | |
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Net income | | — | | | — | | | — | | | 9,993 | | | — | | | 9,993 | | | 100 | | | 2,183 | | | 12,276 | |
Unrealized cash flow hedge gains | | — | | | — | | | — | | | — | | | 5,907 | | | 5,907 | | | — | | | 1,815 | | | 7,722 | |
Realized cash flow hedge losses reclassified to net income | | — | | | — | | | — | | | — | | | 602 | | | 602 | | | — | | | 185 | | | 787 | |
Net proceeds from issuance of common stock | | — | | | 45 | | | 65,149 | | | — | | | — | | | 65,194 | | | — | | | — | | | 65,194 | |
Noncontrolling interest in acquired real estate entity | | — | | | — | | | — | | | — | | | — | | | — | | | 23,065 | | | — | | | 23,065 | |
Restricted stock awards, net | | — | | | — | | | 1,064 | | | — | | | — | | | 1,064 | | | — | | | — | | | 1,064 | |
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Acquisitions of noncontrolling interests | | — | | | — | | | (3,901) | | | — | | | — | | | (3,901) | | | — | | | — | | | (3,901) | |
Redemption of operating partnership units | | — | | | — | | | 132 | | | — | | | — | | | 132 | | | — | | | (132) | | | — | |
Dividends declared on preferred stock | | — | | | — | | | — | | | (2,887) | | | — | | | (2,887) | | | — | | | — | | | (2,887) | |
Dividends and distributions declared on common shares and units ($0.17 per share and unit) | | — | | | — | | | — | | | (11,433) | | | — | | | (11,433) | | | — | | | (3,506) | | | (14,939) | |
Balance, March 31, 2022 | | 171,085 | | | 675 | | | 587,474 | | | (145,687) | | | 6,476 | | | 620,023 | | | 23,794 | | | 224,387 | | | 868,204 | |
Net income | | — | | | — | | | — | | | 24,160 | | | — | | | 24,160 | | | 128 | | | 6,479 | | | 30,767 | |
Unrealized cash flow hedge losses | | — | | | — | | | — | | | — | | | 2,986 | | | 2,986 | | | 55 | | | 909 | | | 3,950 | |
Realized cash flow hedge losses reclassified to net income | | — | | | — | | | — | | | 1 | | | 629 | | | 630 | | | 45 | | | 191 | | | 866 | |
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Net proceeds from issuance of common stock | | — | | | — | | | (35) | | | — | | | — | | | (35) | | | — | | | — | | | (35) | |
Restricted stock awards, net | | — | | | 2 | | | 573 | | | — | | | — | | | 575 | | | — | | | — | | | 575 | |
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Distributions to noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | — | | | (84) | | | — | | | (84) | |
Contributions from noncontrolling interests | | — | | | — | | | — | | | — | | | — | | | — | | | 14 | | | — | | | 14 | |
Dividends declared on preferred stock | | — | | | — | | | — | | | (2,887) | | | — | | | (2,887) | | | — | | | — | | | (2,887) | |
Dividends and distributions declared on common shares and units ($0.17 per share and unit) | | — | | | — | | | — | | | (11,529) | | | — | | | (11,529) | | | — | | | (3,505) | | | (15,034) | |
Balance, June 30, 2022 | | $ | 171,085 | | | $ | 677 | | | $ | 588,012 | | | $ | (135,942) | | | $ | 10,091 | | | $ | 633,923 | | | $ | 23,952 | | | $ | 228,461 | | | $ | 886,336 | |
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| | Preferred stock | | Common stock | | Additional paid-in capital | | Distributions in excess of earnings | | Accumulated other comprehensive loss | | Total stockholders' equity | | Noncontrolling interests in investment entities | | Noncontrolling interests in Operating Partnership | | Total equity |
Balance, December 31, 2020 | | $ | 171,085 | | | $ | 591 | | | $ | 472,747 | | | $ | (112,356) | | | $ | (8,868) | | | $ | 523,199 | | | $ | 488 | | | $ | 233,115 | | | $ | 756,802 | |
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Net income | | — | | | — | | | — | | | 5,198 | | | — | | | 5,198 | | | — | | | 811 | | | 6,009 | |
Unrealized cash flow hedge gains | | — | | | — | | | — | | | — | | | 1,685 | | | 1,685 | | | — | | | 591 | | | 2,276 | |
Realized cash flow hedge losses reclassified to net income | | — | | | — | | | — | | | — | | | 798 | | | 798 | | | — | | | 280 | | | 1,078 | |
Net proceeds from issuance of common stock | | — | | | 7 | | | 8,974 | | | — | | | — | | | 8,981 | | | — | | | — | | | 8,981 | |
Restricted stock awards, net | | — | | | 1 | | | 631 | | | — | | | — | | | 632 | | | — | | | — | | | 632 | |
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Redemption of operating partnership units | | — | | | — | | | 131 | | | — | | | — | | | 131 | | | — | | | (134) | | | (3) | |
Dividends declared on preferred stock | | — | | | — | | | — | | | (2,887) | | | — | | | (2,887) | | | — | | | — | | | (2,887) | |
Dividends and distributions declared on common shares and units ($0.15 per share and unit) | | — | | | — | | | — | | | (9,008) | | | — | | | (9,008) | | | — | | | (3,128) | | | (12,136) | |
Balance, March 31, 2021 | | 171,085 | | | 599 | | | 482,483 | | | (119,053) | | | (6,385) | | | 528,729 | | | 488 | | | 231,535 | | | 760,752 | |
Net income | | — | | | — | | | — | | | 7,026 | | | — | | | 7,026 | | | — | | | 1,429 | | | 8,455 | |
Unrealized cash flow hedge losses | | — | | | — | | | — | | | — | | | (349) | | | (349) | | | — | | | (120) | | | (469) | |
Realized cash flow hedge losses reclassified to net income | | — | | | — | | | — | | | — | | | 820 | | | 820 | | | — | | | 283 | | | 1,103 | |
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Net proceeds from issuance of common stock | | — | | | 11 | | | 14,105 | | | — | | | — | | | 14,116 | | | — | | | — | | | 14,116 | |
Restricted stock awards, net | | — | | | — | | | 473 | | | — | | | — | | | 473 | | | — | | | — | | | 473 | |
Acquisition of noncontrolling interest in real estate entity | | — | | | — | | | (950) | | | — | | | — | | | (950) | | | 146 | | | — | | | (804) | |
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Dividends declared on preferred stock | | — | | | — | | | — | | | (2,887) | | | — | | | (2,887) | | | — | | | — | | | (2,887) | |
Dividends and distributions declared on common shares and units ($0.16 per share and unit) | | — | | | — | | | — | | | (9,783) | | | — | | | (9,783) | | | — | | | (3,337) | | | (13,120) | |
Balance, June 30, 2021 | | $ | 171,085 | | | $ | 610 | | | $ | 496,111 | | | $ | (124,697) | | | $ | (5,914) | | | $ | 537,195 | | | $ | 634 | | | $ | 229,790 | | | $ | 767,619 | |
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See Notes to Condensed Consolidated Financial Statements.
ARMADA HOFFLER PROPERTIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)(Unaudited) | | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2022 | | 2021 |
OPERATING ACTIVITIES | | | | |
Net income | | $ | 43,043 | | | $ | 14,464 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation of buildings and tenant improvements | | 27,613 | | | 25,209 | |
Amortization of leasing costs, in-place lease intangibles and below market ground rents - operating leases | | 9,725 | | | 10,142 | |
Accrued straight-line rental revenue | | (3,036) | | | (3,327) | |
Amortization of leasing incentives and above or below-market rents | | (520) | | | (508) | |
Amortization of right-of-use assets - finance leases | | 555 | | | 467 | |
Accrued straight-line ground rent expense | | 76 | | | 81 | |
Unrealized credit loss provision | | 900 | | | 333 | |
Adjustment for uncollectable lease accounts | | 405 | | | 562 | |
Noncash stock compensation | | 2,115 | | | 1,440 | |
Impairment charges | | 333 | | | 3,122 | |
Noncash interest expense | | 2,143 | | | 1,329 | |
Noncash loss on extinguishment of debt | | 776 | | | — | |
Gain on real estate dispositions, net | | (19,493) | | | (3,717) | |
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Change in fair value of derivatives and other | | (6,730) | | | (707) | |
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Changes in operating assets and liabilities: | | | | |
Property assets | | (8,243) | | | (1,469) | |
Property liabilities | | (2,429) | | | (2,968) | |
Construction assets | | (18,005) | | | 26,865 | |
Construction liabilities | | 25,205 | | | (34,645) | |
Interest receivable | | (4,026) | | | 3,967 | |
Net cash provided by operating activities | | 50,407 | | | 40,640 | |
INVESTING ACTIVITIES | | | | |
Development of real estate investments | | (35,478) | | | (19,476) | |
Tenant and building improvements | | (8,467) | | | (4,817) | |
Acquisitions of real estate investments, net of cash received | | (93,313) | | | (28,173) | |
Dispositions of real estate investments, net of selling costs | | 101,812 | | | 9,156 | |
Notes receivable issuances | | (20,829) | | | (19,796) | |
Notes receivable paydowns | | 11,545 | | | 38,490 | |
Leasing costs | | (1,836) | | | (1,068) | |
Leasing incentives | | (51) | | | — | |
Contributions to equity method investments | | (40,333) | | | (5,921) | |
Net cash used for investing activities | | (86,950) | | | (31,605) | |
FINANCING ACTIVITIES | | | | |
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Proceeds from issuance of common stock, net | | 65,159 | | | 23,097 | |
Common shares tendered for tax withholding | | (774) | | | (553) | |
Debt issuances, credit facility and construction loan borrowings | | 324,096 | | | 19,119 | |
Debt and credit facility repayments, including principal amortization | | (273,698) | | | (18,379) | |
Debt issuance costs | | (3,303) | | | (2,024) | |
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Acquisition of NCI in consolidated RE investments | | (3,901) | | | (804) | |
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Distributions to noncontrolling interests | | (84) | | | — | |
Contributions from noncontrolling interests | | 14 | | | — | |
Dividends and distributions | | (34,997) | | | (26,679) | |
Net cash provided by (used for) financing activities | | 72,512 | | | (6,223) | |
Net increase in cash, cash equivalents, and restricted cash | | 35,969 | | | 2,812 | |
Cash, cash equivalents, and restricted cash, beginning of period | | 40,443 | | | 50,430 | |
Cash, cash equivalents, and restricted cash, end of period (1) | | $ | 76,412 | | | $ | 53,242 | |
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See Notes to Condensed Consolidated Financial Statements.
ARMADA HOFFLER PROPERTIES, INC.
Condensed Consolidated Statements of Cash Flows (Continued)
(In thousands)(Unaudited)
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, |
| | 2022 | | 2021 |
Supplemental Disclosures (noncash transactions): | | | | |
Increase in dividends and distributions payable | | $ | 750 | | | $ | 4,351 | |
Increase (decrease) in accrued capital improvements and development costs | | (2,626) | | | 2,058 | |
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Operating Partnership units redeemed for common shares | | 132 | | | 131 | |
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Debt assumed at fair value in conjunction with real estate purchases | | 156,071 | | | — | |
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Noncontrolling interest in acquired real estate entity | | 23,065 | | | — | |
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Recognition of finance lease right-of-use assets | | — | | | 24,466 | |
Recognition of finance lease liabilities | | — | | | 27,940 | |
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(1) The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Condensed Consolidated Statements of Cash Flows (in thousands):
| | | | | | | | | | | | | | | | |
| | June 30, 2022 | | June 30, 2021 | | |
Cash and cash equivalents | | $ | 69,731 | | | $ | 43,493 | | | |
Restricted cash (a) | | 6,681 | | | 9,749 | | | |
Cash, cash equivalents, and restricted cash | | $ | 76,412 | | | $ | 53,242 | | | |
(a) Restricted cash represents amounts held by lenders for real estate taxes, insurance, and reserves for capital improvements.
See Notes to Condensed Consolidated Financial Statements.
ARMADA HOFFLER PROPERTIES, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Business of Organization
Armada Hoffler Properties, Inc. (the "Company") is a full-service real estate company with extensive experience developing, building, owning, and managing high-quality, institutional-grade office, retail, and multifamily properties in attractive markets primarily throughout the Mid-Atlantic and Southeastern United States.
The Company is a real estate investment trust ("REIT"), the sole general partner of Armada Hoffler, L.P. (the "Operating Partnership") and, as of June 30, 2022, owned 76.7% of the economic interest in the Operating Partnership, of which 0.1% is held as general partnership units. The operations of the Company are carried on primarily through the Operating Partnership and the wholly owned subsidiaries thereof.
As of June 30, 2022, the Company's property portfolio consisted of 55 stabilized operating properties and four properties either under development or not yet stabilized.
Refer to Note 5 for information related to the Company's recent acquisitions and dispositions of properties.
2. Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles ("GAAP").
The condensed consolidated financial statements include the financial position and results of operations of the Company and its consolidated subsidiaries, including the Operating Partnership, its wholly-owned subsidiaries, and any interests in variable interest entities ("VIEs") where the Company has been determined to be the primary beneficiary. All significant intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition, and results of operations for the interim periods presented.
The accompanying condensed consolidated financial statements were prepared in accordance with the requirements for interim financial information. Accordingly, these interim financial statements have not been audited and exclude certain disclosures required for annual financial statements. Also, the operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed. Such estimates are based on management’s historical experience and best judgment after considering past, current, and expected events and economic conditions. Actual results could differ significantly from management’s estimates.
Reclassifications
Certain items have been reclassified from their prior year classifications to conform to the current year presentation. These reclassifications had no effect on net income or stockholders' equity as previously reported.
Recent Accounting Pronouncements
Accounting Standards Adopted in 2022
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04 Reference Rate Reform - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which became effective on March 12, 2020 and generally can be applied through December 31, 2022. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. This Accounting Standards Update ("ASU") also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by reference rate reform. Application of the guidance is optional and only available in certain situations. In January 2021, FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). The amendments in this standard are elective and principally apply to entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Similar to ASU No. 2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022. During the six months ended June 30, 2022, the Company elected to apply the practical expedients to modifications of qualifying contracts as continuations of the existing contracts rather than as new contracts. The adoption of the new guidance did not have a material impact on the consolidated financial statements. Management will continue to evaluate the impacts of reference rate reform.
Earnings Per Share
In August 2020, FASB issued ASU 2020-06 an update to ASC Topic 470 and ASC Topic 815, which became effective January 1, 2022. ASU 2020-06 simplifies the accounting for convertible instruments and removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. This ASU also simplifies diluted earnings per share calculation in certain areas and provides updated disclosure requirements. The Company adopted ASU 2020-06 effective January 1, 2022 and the adoption did not have a material impact on the consolidated financial statements.
Other Accounting Policies
See the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for a description of other accounting principles upon which basis the accompanying consolidated financial statements were prepared.
3. Segments
Net operating income (segment revenues minus segment expenses) is the measure used by the Company’s chief operating decision-maker to assess segment performance. Net operating income is not a measure of operating income or cash flows from operating activities as measured by GAAP and is not indicative of cash available to fund cash needs. As a result, net operating income should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate net operating income in the same manner. The Company considers net operating income to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of the Company’s real estate and construction businesses.
Net operating income of the Company’s reportable segments for the three and six months ended June 30, 2022 and 2021 was as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Office real estate | | | | | | | | |
Rental revenues | | $ | 18,314 | | | $ | 11,756 | | | $ | 35,337 | | | $ | 23,391 | |
Rental expenses | | 4,600 | | | 2,938 | | | 8,740 | | | 5,813 | |
Real estate taxes | | 2,035 | | | 1,413 | | | 3,539 | | | 2,771 | |
Segment net operating income | | 11,679 | | | 7,405 | | | 23,058 | | | 14,807 | |
Retail real estate | | | | | | | | |
Rental revenues | | 21,544 | | | 19,204 | | | 42,974 | | | 37,459 | |
Rental expenses | | 3,333 | | | 3,013 | | | 6,834 | | | 5,849 | |
Real estate taxes | | 2,271 | | | 2,180 | | | 4,509 | | | 4,207 | |
Segment net operating income | | 15,940 | | | 14,011 | | | 31,631 | | | 27,403 | |
Multifamily residential real estate | | | | | | | | |
Rental revenues | | 15,366 | | | 16,418 | | | 31,548 | | | 32,269 | |
Rental expenses | | 4,752 | | | 5,341 | | | 9,780 | | | 10,462 | |
Real estate taxes | | 1,531 | | | 1,872 | | | 3,193 | | | 3,793 | |
Segment net operating income | | 9,083 | | | 9,205 | | | 18,575 | | | 18,014 | |
General contracting and real estate services | | | | | | | | |
Segment revenues | | 45,273 | | | 18,408 | | | 69,923 | | | 53,971 | |
Segment expenses | | 43,418 | | | 18,131 | | | 67,239 | | | 52,406 | |
Segment gross profit | | 1,855 | | | 277 | | | 2,684 | | | 1,565 | |
Net operating income | | $ | 38,557 | | | $ | 30,898 | | | $ | 75,948 | | | $ | 61,789 | |
Rental expenses represent costs directly associated with the operation and management of the Company’s real estate properties. Rental expenses include asset management expenses, property management fees, repairs and maintenance, insurance, and utilities.
General contracting and real estate services revenues for the three months ended June 30, 2022 and 2021 exclude revenue related to intercompany construction contracts of $14.2 million and $5.4 million, respectively, as it is eliminated in consolidation. General contracting and real estate services revenues for the six months ended June 30, 2022 and 2021 exclude revenue related to intercompany construction contracts of $22.8 million and $7.4 million, respectively, as it is eliminated in consolidation.
General contracting and real estate services expenses for the three months ended June 30, 2022 and 2021 exclude expenses related to intercompany construction contracts of $14.0 million and $5.4 million, respectively. General contracting and real estate services expenses for the six months ended June 30, 2022 and 2021 exclude expenses related to intercompany construction contracts of $22.5 million and $7.4 million, respectively, as it is eliminated in consolidation.
The following table reconciles net operating income to net income, the most directly comparable GAAP measure, for the three and six months ended June 30, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Net operating income | | $ | 38,557 | | | $ | 30,898 | | | $ | 75,948 | | | $ | 61,789 | |
Depreciation and amortization | | (18,781) | | | (17,285) | | | (37,338) | | | (35,351) | |
Amortization of right-of-use assets - finance leases | | (277) | | | (278) | | | (555) | | | (467) | |
General and administrative expenses | | (3,617) | | | (3,487) | | | (8,325) | | | (7,508) | |
Acquisition, development and other pursuit costs | | (26) | | | (32) | | | (37) | | | (103) | |
Impairment charges | | (286) | | | (83) | | | (333) | | | (3,122) | |
Gain on real estate dispositions, net | | 19,493 | | | — | | | 19,493 | | | 3,717 | |
Interest income | | 3,352 | | | 6,746 | | | 6,920 | | | 10,862 | |
Interest expense | | (9,371) | | | (8,418) | | | (18,402) | | | (16,393) | |
| | | | | | | | |
Loss on extinguishment of debt | | (618) | | | — | | | (776) | | | — | |
Change in fair value of derivatives and other | | 2,548 | | | 314 | | | 6,730 | | | 707 | |
Unrealized credit loss provision | | (295) | | | (388) | | | (900) | | | (333) | |
Other income (expense), net | | 68 | | | 7 | | | 297 | | | 186 | |
Income tax benefit | | 20 | | | 461 | | | 321 | | | 480 | |
Net income | | $ | 30,767 | | | $ | 8,455 | | | $ | 43,043 | | | $ | 14,464 | |
General and administrative expenses represent costs not directly associated with the operation and management of the Company’s real estate properties and general contracting and real estate services businesses. These costs include corporate office personnel compensation and benefits, bank fees, accounting fees, legal fees, and other corporate office expenses.
4. Leases
Lessee Disclosures
As a lessee, the Company has eight ground leases on seven properties. These ground leases have maximum lease terms (including renewal options) that expire between 2074 and 2117. The exercise of lease renewal options is at the Company's sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Five of these leases have been classified as operating leases and three of these leases have been classified as finance leases. The Company's lease agreements do not contain any residual value guarantees or material restrictive covenants.
Lessor Disclosures
As a lessor, the Company leases its properties under operating leases and recognizes base rents on a straight-line basis over the lease term. The Company also recognizes revenue from tenant recoveries, through which tenants reimburse the Company on an accrual basis for certain expenses such as utilities, janitorial services, repairs and maintenance, security and alarms, parking lot and ground maintenance, administrative services, management fees, insurance, and real estate taxes. Rental revenues are reduced by the amount of any leasing incentives amortized on a straight-line basis over the term of the applicable lease. In addition, the Company recognizes contingent rental revenue (e.g., percentage rents based on tenant sales thresholds) when the sales thresholds are met. Many tenant leases include one or more options to renew, with renewal terms that can extend the lease term from one to 25 years, or more. The exercise of lease renewal options is at the tenant's sole discretion. The Company includes a renewal period in the lease term only if it appears at lease inception that the renewal is reasonably assured.
Rental revenue for the three and six months ended June 30, 2022 and 2021 comprised the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Base rent and tenant charges | | $ | 53,424 | | | $ | 45,686 | | | $ | 106,303 | | | $ | 89,284 | |
Accrued straight-line rental adjustment | | 1,544 | | | 1,436 | | | 3,036 | | | 3,327 | |
Lease incentive amortization | | (173) | | | (159) | | | (346) | | | (318) | |
Above/below market lease amortization | | 429 | | | 415 | | | 866 | | | 826 | |
Total rental revenue | | $ | 55,224 | | | $ | 47,378 | | | $ | 109,859 | | | $ | 93,119 | |
5. Real Estate Investment
Property Acquisitions
Exelon
On January 14, 2022, the Company acquired a 79% membership interest and an additional 11% economic interest in the partnership that owns the Exelon Building for a purchase price of approximately $92.2 million in cash and a loan to the seller of $12.8 million. The Exelon Building is a mixed-use structure located in Baltimore's Harbor Point and is comprised of an office building, the Exelon Office, that serves as the headquarters for Constellation Energy Corp., which was spun-off from Exelon, a Fortune 100 energy company, in February 2022, as well as a multifamily component, 1305 Dock Street. The Exelon Office includes a parking garage and retail space. The Exelon Building was subject to a $156.1 million loan, which the Company immediately refinanced following the acquisition with a new $175.0 million loan. The new loan bears interest at a rate of the Bloomberg Short-Term Bank Yield Index ("BSBY") plus a spread of 1.50% and will mature on November 1, 2026. This loan is hedged by an interest rate cap corridor of 1.00% and 3.00% as well as an interest rate cap of 4.00%. See Note 9 for further details.
The following table summarizes the purchase price allocation (including acquisition costs) based on the relative fair value of the assets acquired for the two operating properties purchased during the six months ended June 30, 2022 (in thousands):
| | | | | | | | | | | | |
| | Exelon Building | | | | |
Land | | $ | 23,317 | | | | | |
Site improvements | | 141 | | | | | |
Building | | 194,916 | | | | | |
| | | | | | |
| | | | | | |
In-place leases | | 53,705 | | | | | |
Above-market leases | | 306 | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
Net assets acquired | | $ | 272,385 | | | | | |
Ten Tryon
On January 14, 2022, the Company acquired the remaining 20% ownership interest in the entity that is developing the Ten Tryon project in Charlotte, North Carolina for a cash payment of $3.9 million. The Company recorded the amount as an adjustment to additional paid-in-capital.
The Residences at Annapolis Junction
On April 11, 2022, the Company exercised its option to acquire an additional 16% of the partnership that owns The Residences at Annapolis Junction, increasing its ownership to 95%. In exchange for this increased partnership interest, the terms of the partnership waterfall calculation in the event of a capital event have been modified.
Property Dispositions
On April 1, 2022, the Company completed the sale of Hoffler Place for a sale price of $43.1 million. The loss recognized upon sale was $0.8 million.
On April 25, 2022, the Company completed the sale of Summit Place for a sale price of $37.8 million. The loss recognized upon sale was $0.5 million.
In addition to the losses recognized on the sales of the Hoffler Place and Summit Place student-housing properties during the three months ended June 30, 2022 described above, the Company recognized impairment of real estate of $18.3 million to record these properties at their fair values during the three months ended December 31, 2021.
On June 29, 2022, the Company completed the sale of the Home Depot and Costco outparcels at North Pointe for a sale price of $23.9 million. The gain on disposition was $20.9 million.
Real Estate Held for Sale
As of June 30, 2022, the Company had classified The Residences at Annapolis Junction and the AutoZone and Valvoline outparcels at Sandbridge Commons in real estate investments held for sale. Subsequent to June 30, 2022, the Company sold these properties. See Note 15 for more information.
Equity Method Investments
Harbor Point Parcel 3
The Company owns a 50% interest in Harbor Point Parcel 3, a joint venture with Beatty Development Group, for purposes of developing T. Rowe Price's new global headquarters office building in Baltimore, Maryland. The Company is a noncontrolling partner in the joint venture and will serve as the project's general contractor. During the six months ended June 30, 2022, the Company invested $21.1 million in Harbor Point Parcel 3. The Company has an estimated equity commitment of up to $39.0 million relating to this project. As of June 30, 2022 and December 31, 2021, the carrying value of the Company's investment in Harbor Point Parcel 3 was $33.8 million and $12.7 million, respectively. For the six months ended June 30, 2022, Harbor Point Parcel 3 had no operating activity, and therefore the Company received no allocated income.
Based on the terms of the operating agreement, the Company has concluded that Harbor Point Parcel 3 is a VIE and that the Company holds a variable interest. The Company has significant influence over the project due to its 50% ownership; however, the Company does not have the power to direct the activities of the project that most significantly impact its performance. This includes activity as the managing member of the entity, which is a power that is retained by the Company's joint venture partner. Accordingly, the Company is not the project's primary beneficiary and, therefore, does not consolidate Harbor Point Parcel 3 in its consolidated financial statements. The Company's investment in the project is recorded as an equity method investment in the consolidated balance sheets.
Harbor Point Parcel 4
On April 1, 2022, the Company acquired a 78% interest in Harbor Point Parcel 4, a real estate venture with Beatty Development Group, for purposes of developing a mixed-use project, which is planned to include multifamily units, retail space, and a parking garage. The Company holds an option to increase its ownership to 90%. The Company is a noncontrolling partner in the real estate venture and will serve as the project's general contractor. During the six months ended June 30, 2022, the Company invested $19.7 million in Harbor Point Parcel 4. The Company has an estimated equity commitment of up to $100.0 million relating to this project. As of June 30, 2022, the carrying value of the Company's investment in Harbor Point Parcel 4 was $19.7 million. For the six months ended June 30, 2022, Harbor Point Parcel 4 had no operating activity, and therefore the Company received no allocated income.
Based on the terms of the operating agreement, the Company has concluded that Harbor Point Parcel 4 is a VIE and that the Company holds a variable interest. The Company has significant influence over the project due to its 78% ownership; however, the Company does not have the power to direct the activities of the project that most significantly impact its performance. This includes activity as the managing member of the entity, which is a power that is retained by the Company's partner. Accordingly, the Company is not the project's primary beneficiary and, therefore, does not consolidate Harbor Point Parcel 4 in its consolidated financial statements. The Company's investment in the project is recorded as an equity method investment in the consolidated balance sheets.
6. Notes Receivable and Current Expected Credit Losses
Notes Receivable
The Company had the following notes receivable outstanding as of June 30, 2022 and December 31, 2021 ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding loan amount (a) | | | | | | Interest compounding |
Development Project | | June 30, 2022 | | December 31, 2021 | | Maximum loan commitment | | Interest rate |
City Park 2 | | $ | 8,014 | | | $ | — | | | $ | 20,594 | | | 13.0 | % | | Annually |
Interlock Commercial | | 86,334 | | | 95,379 | | | 107,000 | | (b) | 15.0 | % | | None |
Nexton Multifamily | | 24,853 | | | 23,567 | | | 22,315 | | | 11.0 | % | | Annually |
Total mezzanine & preferred equity | | 119,201 | | | 118,946 | | | $ | 149,909 | | | | | |
Exelon note receivable | | 12,834 | | | — | | | | | | | |
Other notes receivable | | 7,455 | | | 7,234 | | | | | | | |
Notes receivable guarantee premium | | 1,345 | | | 1,243 | | | | | | | |
Allowance for credit losses | | (1,452) | | (c) | (994) | | | | | | | |
| | | | | | | | | | |
Total notes receivable | | $ | 139,383 | | | $ | 126,429 | | | | | | | |
________________________________________
(a) Outstanding loan amounts include any accrued and unpaid interest, as applicable.
(b) This amount includes interest reserves.
(c) The amount excludes $0.5 million of Current Expected Credit Losses ("CECL") allowance that relates to the unfunded commitments, which was recorded as a liability under Other liabilities in the consolidated balance sheet.
Interest on the notes receivable is accrued and funded utilizing the interest reserves for each loan, which are components of the respective maximum loan commitments, and such accrued interest is generally added to the loan receivable balances. The Company recognized interest income for the three and six months ended June 30, 2022 and 2021 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, | |
Development Project | | 2022 | | 2021 | | 2022 | | 2021 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
City Park 2 | | $ | 206 | | (a) | $ | — | | | $ | 224 | | (a) | $ | — | | |
Interlock Commercial | | 2,361 | | (a) | 3,310 | | (a) | 5,187 | | (a) | 6,384 | | (a) |
Nexton Multifamily | | 672 | | | 261 | | | 1,286 | | | 261 | | |
Solis Apartments at Interlock | | — | | | 3,068 | | (b) | — | | | 4,005 | | (b) |
Total mezzanine | | 3,239 | | | 6,639 | | | 6,697 | | | 10,650 | | |
Other interest income | | 113 | | | 107 | | | 223 | | | 212 | | |
Total interest income | | $ | 3,352 | | | $ | 6,746 | | | $ | 6,920 | | | $ | 10,862 | | |
________________________________________
(a) Includes recognition of interest income related to fee amortization.
(b) Includes prepayment premium of $2.4 million from early payoff of the loan.
City Park 2
On March 23, 2022, the Company entered into a $20.6 million preferred equity investment for the development of a multifamily property located in Charlotte, North Carolina. The investment has economic terms consistent with a note receivable, including a mandatory redemption or maturity on April 28, 2026, and it is accounted for as a note receivable. The Company's investment bears interest at a rate of 13%, compounded annually.
Management has concluded that this entity is a VIE. Because the other investor in the project, TP City Park 2 LLC, is the developer of City Park 2 Multifamily, the Company does not have the power to direct the activities of the project that most significantly impact its performance. Accordingly, the Company is not the project's primary beneficiary and does not consolidate the project in its consolidated financial statements.
Interlock Commercial
During February 2022, the Company received $13.5 million as a partial repayment of the Interlock Commercial mezzanine loan, which consisted of $11.1 million of principal and $2.4 million of interest.
Allowance for Loan Losses
The Company is exposed to credit losses primarily through its mezzanine lending activities and preferred equity investments. As of June 30, 2022, the Company had three mezzanine loans (including the Nexton Multifamily and City Park 2 preferred equity investments that are accounted for as notes receivable), each of which are financing development projects in various stages of completion or lease-up. Each of these projects is subject to a loan that is senior to the Company’s mezzanine loan. Interest on these loans is paid in kind and is generally not expected to be paid until a sale of the project after completion of the development.
The Company's management performs a quarterly analysis of the loan portfolio to determine the risk of credit loss based on the progress of development activities, including leasing activities, projected development costs, and current and projected mezzanine and senior construction loan balances. The Company estimates future losses on its notes receivable using risk ratings that correspond to probabilities of default and loss given default. The Company's risk ratings are as follows:
•Pass: loans in this category are adequately collateralized by a development project with conditions materially consistent with the Company's underwriting assumptions.
•Special Mention: loans in this category show signs that the economic performance of the project may suffer as a result of slower-than-expected leasing activity or an extended development or marketing timeline. Loans in this category warrant increased monitoring by management.
•Substandard: loans in this category may not be fully collected by the Company unless remediation actions are taken. Remediation actions may include obtaining additional collateral or assisting the borrower with asset management activities to prepare the project for sale. The Company will also consider placing the loan on nonaccrual status if it does not believe that additional interest accruals will ultimately be collected.
On a quarterly basis, the Company compares the risk inherent in its loans to industry loan loss data experienced during past business cycles. The Company updated the risk ratings for each of its notes receivable as of June 30, 2022 and obtained industry loan loss data relative to these risk ratings. Each of the outstanding loans as of June 30, 2022 was "Pass" rated.
At December 31, 2021, the Company reported $126.4 million of notes receivable, net of allowances of $1.0 million. At June 30, 2022, the Company reported $139.4 million of notes receivable, net of allowances of $1.5 million. Changes in the allowance for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Beginning balance | | $ | 1,599 | | | $ | 1,741 | | | $ | 994 | | | $ | 2,584 | |
| | | | | | | | |
Unrealized credit loss provision (release) | | 295 | | | 388 | | | 900 | | | 333 |
Extinguishment due to acquisition | | — | | | — | | | — | | | (788) | |
| | | | | | | | |
| | | | | | | | |
Ending balance (a) | | $ | 1,894 | | | $ | 2,129 | | | $ | 1,894 | | | $ | 2,129 | |
________________________________________
(a) The amount as of June 30, 2022 includes $0.5 million of allowance related to the unfunded commitments, which was recorded as Other liabilities on the consolidated balance sheet.
The Company places loans on non-accrual status when the loan balance, together with the balance of any senior loan, approximately equals the estimated realizable value of the underlying development project. As of June 30, 2022, the Company had the Exelon note, which bears interest at 3% per annum, on non-accrual status. The principal balance of the note receivable is adequately secured by the seller's partnership interest. As of June 30, 2022 and December 31, 2021, there were no other loans on non-accrual status.
7. Construction Contracts
Construction contract costs and estimated earnings in excess of billings represent reimbursable costs and amounts earned under contracts in progress as of the balance sheet date. Such amounts become billable according to contract terms, which usually consider the passage of time, achievement of certain milestones, or completion of the project. The Company expects to bill and collect substantially all construction contract costs and estimated earnings in excess of billings as of June 30, 2022 during the next twelve months.
Billings in excess of construction contract costs and estimated earnings represent billings or collections on contracts made in advance of revenue recognized.
The following table summarizes the changes to the balances in the Company’s construction contract costs and estimated earnings in excess of billings account and the billings in excess of construction contract costs and estimated earnings account for the six months ended June 30, 2022 and 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2022 | | Six Months Ended June 30, 2021 |
| | Construction contract costs and estimated earnings in excess of billings | | Billings in excess of construction contract costs and estimated earnings | | Construction contract costs and estimated earnings in excess of billings | | Billings in excess of construction contract costs and estimated earnings |
Beginning balance | | $ | 243 | | | $ | 4,881 | | | $ | 138 | | | $ | 6,088 | |
Revenue recognized that was included in the balance at the beginning of the period | | — | | | (4,881) | | | — | | | (6,088) | |
Increases due to new billings, excluding amounts recognized as revenue during the period | | — | | | 15,442 | | | — | | | 4,191 | |
Transferred to receivables | | (361) | | | — | | | (464) | | | — | |
Construction contract costs and estimated earnings not billed during the period | | 493 | | | — | | | 85 | | | — | |
Changes due to cumulative catch-up adjustment arising from changes in the estimate of the stage of completion | | 118 | | | (367) | | | 326 | | | (54) | |
Ending balance | | $ | 493 | | | $ | 15,075 | | | $ | 85 | | | $ | 4,137 | |
The Company defers pre-contract costs when such costs are directly associated with specific anticipated contracts and their recovery is probable. Pre-contract costs of $1.0 million and $2.2 million were deferred as of June 30, 2022 and December 31, 2021, respectively. Amortization of pre-contract costs for the six months ended June 30, 2022 and 2021 was $0.5 million and $0.2 million, respectively.
Construction receivables and payables include retentions, which are amounts that are generally withheld until the completion of the contract or the satisfaction of certain restrictive conditions such as fulfillment guarantees. As of June 30, 2022 and December 31, 2021, construction receivables included retentions of $9.4 million and $3.1 million, respectively. The Company expects to collect substantially all construction receivables outstanding as of June 30, 2022 during the next twelve months. As of June 30, 2022 and December 31, 2021, construction payables included retentions of $10.3 million and $4.2 million, respectively. The Company expects to pay substantially all construction payables outstanding as of June 30, 2022 during the next twelve months.
The Company’s net position on uncompleted construction contracts comprised the following as of June 30, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | |
| June 30, 2022 | | December 31, 2021 |
Costs incurred on uncompleted construction contracts | $ | 411,547 | | | $ | 379,993 | |
Estimated earnings | 16,423 | | | 15,115 | |
Billings | (442,552) | | | (399,746) | |
Net position | $ | (14,582) | | | $ | (4,638) | |
| | | |
Construction contract costs and estimated earnings in excess of billings | $ | 493 | | | $ | 243 | |
Billings in excess of construction contract costs and estimated earnings | (15,075) | | | (4,881) | |
Net position | $ | (14,582) | | | $ | (4,638) | |
The above table reflects the net effect of projects closed as of June 30, 2022 and December 31, 2021, respectively.
The Company’s balances and changes in construction contract price allocated to unsatisfied performance obligations (backlog) as of June 30, 2022 and 2021 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Beginning backlog | | $ | 419,439 | | | $ | 38,838 | | | $ | 215,518 | | | $ | 71,258 | |
New contracts/change orders | | 167,143 | | | 50,278 | | | 395,746 | | | 53,402 | |
Work performed | | (45,368) | | | (18,897) | | | (70,050) | | | (54,441) | |
Ending backlog | | $ | 541,214 | | | $ | 70,219 | | | $ | 541,214 | | | $ | 70,219 | |
The Company expects to complete a majority of the uncompleted contracts in place as of June 30, 2022 during the next 12 to 24 months.
8. Indebtedness
Credit Facility
The Company has a senior credit facility that was amended and restated on October 3, 2019, which provides for a $355.0 million credit facility comprised of a $150.0 million senior unsecured revolving credit facility (the "revolving credit facility") and a $205.0 million senior unsecured term loan facility (the "term loan facility" and, together with the revolving credit facility, the "credit facility"), with a syndicate of banks.
The credit facility includes an accordion feature that allows the total commitments to be further increased to $700.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders. The revolving credit facility has a scheduled maturity date of January 24, 2024, with two six-month extension options, subject to certain conditions, including payment of a 0.075% extension fee at each extension. The term loan facility has a scheduled maturity date of January 24, 2025.
The revolving credit facility bears interest at the London Inter-Bank Offered Rate ("LIBOR") plus a margin ranging from 1.30% to 1.85% and the term loan facility bears interest at LIBOR plus a margin ranging from 1.25% to 1.80%, in each case depending on the Company's total leverage. The Company is also obligated to pay an unused commitment fee of 0.15% or 0.25% on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the credit facility.
As of June 30, 2022 and December 31, 2021, the outstanding balance on the revolving credit facility was $82.0 million and $5.0 million, respectively. The outstanding balance on the term loan facility was $205.0 million as of both dates. As of June 30, 2022, the effective interest rates on the revolving credit facility and the term loan facility were 3.29% and 3.24%, respectively. The Company may, at any time, voluntarily prepay any loan under the credit facility in whole or in part without premium or penalty.
The Operating Partnership is the borrower, and its obligations under the credit facility are guaranteed by the Company and
certain of its subsidiaries that are not otherwise prohibited from providing such guaranty. The credit agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Company's ability to borrow under the credit facility is subject to ongoing compliance with a number of financial covenants, affirmative covenants, and other restrictions. The credit agreement includes customary events of default, in certain cases subject to customary cure periods. The occurrence of an event of default, if not cured within the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest, and all other amounts payable under the credit facility to be immediately due and payable.
The Company is currently in compliance with all covenants governing the credit facility.
Other 2022 Financing Activity
On January 5, 2022, the Company contributed $2.6 million to the Harbor Point Parcel 3 joint venture in order to meet the lender's equity funding requirement since a $15.0 million standby letter of credit, which was available for draw down on the revolving credit facility in the event the Company did not meet its equity requirement, expired on January 4, 2022.
On January 14, 2022, the Company acquired a 79% membership interest and an additional 11% economic interest in the partnership that owns the mixed-use property known as the Exelon Building. The property was subject to a $156.1 million loan, which the Company immediately refinanced following the acquisition with a new $175.0 million loan. The new loan bears interest at a rate of BSBY plus a spread of 1.50% and will mature on November 1, 2026.
On January 19, 2022, the Company paid off the $14.1 million balance of the loan secured by the Delray Beach Plaza shopping center.
On March 3, 2022, the Company paid off the $10.3 million balance of the loan secured by the Red Mill West Commons shopping center.
On April 25, 2022, Harbor Point Parcel 3, a joint venture to which the Company is party, entered into a construction loan agreement for $161.5 million.
On April 25, 2022, Harbor Point Parcel 4, a real estate venture to which the Company is party, entered into a construction loan agreement for $109.7 million.
On June 29, 2022, the Company paid off the $1.9 million loan balance associated with North Pointe Phase II in conjunction with the sale of the property leased and occupied by Costco.
On June 30, 2022, the Company refinanced the $20.1 million loan secured by Nexton Square. The new $22.5 million loan bears interest at a rate of Secured Overnight Financing Rate ("SOFR") plus a spread of 1.95% (SOFR has a 0.30% floor) and will mature on June 30, 2027.
During the six months ended June 30, 2022, the Company borrowed $26.9 million under its existing construction loans to fund new development and construction.
9. Derivative Financial Instruments
The Company enters into interest rate derivative contracts to manage exposure to interest rate risks. The Company does not use derivative financial instruments for trading or speculative purposes. Derivative financial instruments are recognized at fair value and presented within other assets and other liabilities in the condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of derivatives that are neither designated nor qualify as hedging instruments are recognized within the change in fair value of interest rate derivatives in the condensed consolidated statements of comprehensive income. For derivatives that qualify as cash flow hedges, the gain or loss is reported as a component of other comprehensive income (loss) and reclassified into earnings in the periods during which the hedged forecasted transaction affects earnings.
As of June 30, 2022, the Company had the following LIBOR, SOFR, and BSBY interest rate caps ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Effective Date | | Maturity Date | | Notional Amount | | Strike Rate | | Premium Paid |
7/1/2020 | | 7/1/2023 | | $ | 100,000 | | (a) | 0.50% (LIBOR) | | $ | 232 | |
11/1/2020 | | 11/1/2023 | | 84,375 | | (a) | 1.84% (SOFR) | | 91 | |
2/2/2021 | | 2/1/2023 | | 100,000 | | | 0.50% (LIBOR) | | 45 | |
3/4/2021 | | 4/1/2023 | | 14,479 | | | 2.50% (LIBOR) | | 4 | |
5/5/2021 | | 5/1/2023 | | 50,000 | | | 0.50% (LIBOR) | | 75 | |
5/5/2021 | | 5/1/2023 | | 35,100 | | | 0.50% (LIBOR) | | 55 | |
6/16/2021 | | 7/1/2023 | | 100,000 | | | 0.50% (LIBOR) | | 120 | |
1/11/2022 | | 2/1/2024 | | 175,000 | | | 4.00% (BSBY) | | 154 | |
4/7/2022 | | 2/1/2024 | | 175,000 | | (a) | 1.00%-3.00% (BSBY) | (b) | 3,595 | |
9/1/2022 | | 9/1/2024 | | 73,562 | | (a) | 1.00%-3.00% (SOFR) | (b)(c) | 1,370 | |
Total | | | | $ | 907,516 | | | | | $ | 5,741 | |
________________________________________
(a) Designated as a cash flow hedge.
(b) The Company purchased interest rate caps at 1.00% and sold interest rate caps at 3.00%, resulting in interest rate cap corridors of 1.00% and 3.00%. The intended goal of these corridors is to provide a level of protection from the effect of rising interest rates and reduce the all-in cost of the derivative instrument.
(c) The Company purchased this interest rate cap corridor during the three months ended June 30, 2022 with an effective date of September 1, 2022. The notional amount represents the maximum notional amount that will eventually be in effect. The notional amount is scheduled to increase over the term of the corridor in accordance with projected borrowings on the associated loan.
As of June 30, 2022, the Company held the following floating-to-fixed interest rate swaps ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Related Debt | | Notional Amount | | | Index | | Swap Fixed Rate | | Debt effective rate | | Effective Date | | Expiration Date |
Senior unsecured term loan | | $ | 50,000 | | (a) | | 1-month LIBOR | | 2.26 | % | | 3.71 | % | | 4/1/2019 | | 10/26/2022 |
Senior unsecured term loan | | 50,000 | | | | 1-month LIBOR | | 2.78 | % | | 4.23 | % | | 5/1/2018 | | 5/1/2023 |
249 Central Park Retail, South Retail, and Fountain Plaza Retail | | 33,115 | | (a) | | 1-month LIBOR | | 2.25 | % | | 3.85 | % | | 4/1/2019 | | 8/10/2023 |
Senior unsecured term loan | | 10,500 | | (a) | | 1-month LIBOR | | 3.02 | % | | 4.47 | % | | 10/12/2018 | | 10/12/2023 |
Senior unsecured term loan | | 25,000 | | (a) | | 1-month LIBOR | | 0.50 | % | | 1.95 | % | | 4/1/2020 | | 4/1/2024 |
Senior unsecured term loan | | 25,000 | | (a) | | 1-month LIBOR | | 0.50 | % | | 1.95 | % | | 4/1/2020 | | 4/1/2024 |
Senior unsecured term loan | | 25,000 | | (a) | | 1-month LIBOR | | 0.55 | % | | 2.00 | % | | 4/1/2020 | | 4/1/2024 |
Thames Street Wharf | | 70,044 | | (a) | | 1-month BSBY | | 1.05 | % | | 2.35 | % | | 9/30/2021 | | 9/30/2026 |
Total | | $ | 288,659 | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
________________________________________
(a) Designated as a cash flow hedge.
For the interest rate swaps and caps designated as cash flow hedges, realized losses are reclassified out of accumulated other comprehensive loss to interest expense in the condensed consolidated statements of comprehensive income due to payments made to the swap counterparty. During the next 12 months, the Company anticipates recognizing approximately $7.3 million of net hedging gains as reductions to interest expense. These amounts will be reclassified from accumulated other comprehensive gain into earnings to offset the variability of the hedged items during this period.
The Company’s derivatives were comprised of the following as of June 30, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Notional Amount | | Fair Value | | Notional Amount | | Fair Value |
| | | | Asset | | Liability | | | | Asset | | Liability |
Derivatives not designated as accounting hedges | | | | | | | | | | | | |
Interest rate swaps | | $ | 50,000 | | | $ | 90 | | | $ | — | | | $ | 50,000 | | | $ | — | | | $ | (1,454) | |
Interest rate caps | | 474,579 | | | 6,519 | | | — | | | 399,579 | | | 1,019 | | | — | |
Total derivatives not designated as accounting hedges | | 524,579 | | | 6,609 | | | — | | | 449,579 | | | 1,019 | | | (1,454) | |
Derivatives designated as accounting hedges | | | | | | | | | | | | |
Interest rate swaps | | 238,659 | | | 8,453 | | | — | | | 239,633 | | | 1,317 | | | (2,013) | |
Interest rate caps | | 360,472 | | | 9,208 | | | — | | | 384,375 | | | 590 | | | — | |
Total derivatives | | $ | 1,123,710 | | | $ | 24,270 | | | $ | — | | | $ | 1,073,587 | | | $ | 2,926 | | | $ | (3,467) | |
The changes in the fair value of the Company’s derivatives during the three and six months ended June 30, 2022 and 2021 were comprised of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
Interest rate swaps | | $ | 2,807 | | | $ | (86) | | | $ | 9,564 | | | $ | 2,375 | |
Interest rate caps | | 3,817 | | | (35) | | | 8,999 | | | 207 | |
Total change in fair value of interest rate derivatives | | $ | 6,624 | | | $ | (121) | | | $ | 18,563 | | | $ | 2,582 | |
Comprehensive income statement presentation: | | | | | | | | |
Change in fair value of derivatives and other | | $ | 2,674 | | | $ | 348 | | | $ | 6,891 | | | $ | 775 | |
Unrealized cash flow hedge gains (losses) | | 3,950 | | | (469) | | | 11,672 | | | 1,807 | |
Total change in fair value of interest rate derivatives | | $ | 6,624 | | | $ | (121) | | | $ | 18,563 | | | $ | 2,582 | |
10. Equity
Stockholders’ Equity
On March 10, 2020, the Company commenced an at-the-market continuous equity offering program (the "ATM Program") through which the Company may, from time to time, issue and sell shares of its common stock and shares of its 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Stock") having an aggregate offering price of up to $300.0 million, to or through its sales agents and, with respect to shares of its common stock, may enter into separate forward sales agreements to or through the forward purchaser.
During the six months ended June 30, 2022, the Company issued and sold 475,074 shares of common stock at a weighted average price of $15.21 per share under the ATM Program, receiving net proceeds, after offering costs and commissions, of $7.1 million. During the six months ended June 30, 2022, the Company did not issue any shares of Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $205.0 million remained unsold under the ATM Program as of August 4, 2022.
On January 11, 2022, the Company completed an underwritten public offering of 4,025,000 shares of common stock, which were pre-purchased from the Company by the underwriter at a purchase price of $14.45 per share of common stock including fees, resulting in net proceeds after offering costs of $58.0 million.
Noncontrolling Interests
As of June 30, 2022 and December 31, 2021, the Company held a 76.7% and 75.3% common interest in the Operating Partnership, respectively. As of June 30, 2022, the Company also held a preferred interest in the Operating Partnership in the form of preferred units with a liquidation preference of $171.1 million. The Company is the primary beneficiary of the
Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 76.7% of the net income of the Operating Partnership. As the primary beneficiary, the Company consolidates the financial position and results of operations of the Operating Partnership. Noncontrolling interests in the Operating Partnership represent units of limited partnership interest in the Operating Partnership not held by the Company. As of June 30, 2022, there were 20,621,336 Class A units of limited partnership interest in the Operating Partnership ("Class A Units") not held by the Company. The Company's financial position and results of operations are the same as those of the Operating Partnership.
Additionally, the Operating Partnership owns a majority interest in certain non-wholly-owned operating and development properties. The noncontrolling interest for investment entities of $24.0 million relates to the minority partners' interest in certain joint venture entities as of June 30, 2022, including $23.3 million for minority partners’ interest in the Exelon Building. The noncontrolling interest for consolidated real estate entities was $0.6 million as of December 31, 2021.
On January 1, 2022, due to holders of Class A Units tendering an aggregate of 12,149 Class A Units for redemption by the Operating Partnership, the Company elected to satisfy the redemption requests through the issuance of an equal number of shares of common stock.
Dividends and Distributions
During the six months ended June 30, 2022, the following dividends/distributions were declared or paid:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity type | | Declaration Date | | Record Date | | Payment Date | | Dividends per Share/Unit | | Aggregate Dividends/Distributions on Stock and Units (in thousands) |
Common Stock/Class A Units | | 10/25/2021 | | 12/29/2021 | | 01/06/2022 | | $ | 0.17 | | | $ | 14,209 | |
Common Stock/Class A Units | | 02/23/2022 | | 03/30/2022 | | 04/07/2022 | | 0.17 | | | 15,014 | |
Common Stock/Class A Units | | 05/12/2022 | | 06/29/2022 | | 07/07/2022 | | 0.17 | | | 15,020 | |
Series A Preferred Stock | | 10/25/2021 | | 01/03/2022 | | 01/14/2022 | | 0.421875 | | | 2,887 | |
Series A Preferred Stock | | 02/23/2022 | | 04/01/2022 | | 04/15/2022 | | 0.421875 | | | 2,887 | |
Series A Preferred Stock | | 05/12/2022 | | 07/01/2022 | | 07/15/2022 | | 0.421875 | | | 2,887 | |
11. Stock-Based Compensation
The Company’s Amended and Restated 2013 Equity Incentive Plan (the "Equity Plan") permits the grant of restricted stock awards, stock options, stock appreciation rights, performance units, and other equity-based awards up to an aggregate of 1,700,000 shares of common stock. As of June 30, 2022, there were 398,307 shares available for issuance under the Equity Plan.
During the six months ended June 30, 2022, the Company granted an aggregate of 286,086 shares of restricted stock to employees and non-employee directors with a weighted average grant date fair value of $14.62 per share. Of those shares, 52,088 were surrendered by the employees for income tax withholdings. Employee restricted stock awards generally vest over a period of two years: one-third immediately on the grant date and the remaining two-thirds in equal amounts on the first two anniversaries following the grant date, subject to continued service to the Company. Beginning with grants made in 2021, executive officers' restricted shares generally vest over a period of three years: two-fifths immediately on the grant date and the remaining three-fifths in equal amounts on the first three anniversaries following the grant date, subject to continued service to the Company. Non-employee director restricted stock awards vest either immediately upon grant or over a period of one year, subject to continued service to the Company. Unvested restricted stock awards are entitled to receive dividends from their grant date.
During the three months ended June 30, 2022 and 2021, the Company recognized $0.6 million and $0.5 million, respectively, of stock-based compensation cost. During the six months ended June 30, 2022 and 2021, the Company recognized $2.4 million and $1.7 million, respectively, of stock-based compensation cost. As of June 30, 2022, there were 221,693 nonvested restricted shares outstanding; the total unrecognized compensation expense related to nonvested restricted shares was $2.3 million, which the Company expects to recognize over the next 33 months.
12. Fair Value of Financial Instruments
Fair value measurements are based on assumptions that market participants would use in pricing an asset or a liability. The hierarchy for inputs used in measuring fair value is as follows:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities
Level 3 — unobservable inputs
Except as disclosed below, the carrying amounts of the Company’s financial instruments approximate their fair values. Financial assets and liabilities whose fair values are measured on a recurring basis using Level 2 inputs consist of interest rate swaps and caps. The Company measures the fair values of these assets and liabilities based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques.
Financial assets and liabilities whose fair values are not measured at fair value but for which the fair value is disclosed include the Company's notes receivable and indebtedness. The fair value is estimated by discounting the future cash flows of each instrument at estimated market rates consistent with the maturity, credit characteristics, and other terms of the arrangements, which are Level 3 inputs under the fair value hierarchy.
In certain cases, the inputs used to estimate the fair value may fall into different levels of the fair value hierarchy. For disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
Considerable judgment is used to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments.
The carrying amounts and fair values of the Company’s financial instruments as of June 30, 2022 and December 31, 2021 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, 2022 | | December 31, 2021 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
Indebtedness, net (a) | | $ | 1,164,713 | | | $ | 1,158,485 | | | $ | 958,910 | | | $ | 976,520 | |
Notes receivable, net | | 139,383 | | | 139,383 | | | 126,429 | | | 126,429 | |
Interest rate swap liabilities | | — | | | — | | | 3,467 | | | 3,467 | |
Interest rate swap and cap assets | | 24,270 | | | 24,270 | | | 2,926 | | | 2,926 | |
_______________________________________
(a) The values as of June 30, 2022 and December 31, 2021 include loans reclassified to liabilities related to assets held for sale.
13. Related Party Transactions
The Company provides general contracting services to certain related party entities that are included in these condensed consolidated financial statements. Revenue and gross profit from construction contracts with these entities for the three months ended June 30, 2021 were $6.3 million and $0.2 million, respectively. Revenue and gross profit from construction contracts with these entities for the six months ended June 30, 2021 were $18.7 million and $0.7 million, respectively. Revenue and gross profit from construction contracts with these entities for the three and six months ended June 30, 2022 were immaterial. There were no outstanding construction receivables due from related parties as of June 30, 2022 compared to $4.1 million outstanding at December 31, 2021.
The general contracting services described above include contracts with an aggregate price of $81.6 million with the developer of a mixed-use project, including an apartment building, retail space, and a parking garage located in Virginia Beach, Virginia. The developer is owned in part by certain executives of the Company, not including the Chief Executive Officer and Chief Financial Officer. These contracts were executed in 2019 and were substantially complete as of September 10, 2021. Aggregate gross profit was projected at $3.9 million to the Company, representing a gross profit margin of 5.1% as of June 30, 2022. As part of these contracts and per the requirements of the lender for this project, the Company issued a letter of credit for $9.5 million to secure certain performances of the Company's subsidiary construction company under the contracts, of which $1.9 million remains outstanding as of June 30, 2022.
The Company provides general contracting services to the Harbor Point Parcel 3 and Harbor Point Parcel 4 partnerships. See Note 5 for more information. During the three and six months ended June 30, 2022, the Company recognized gross profit of $0.1 million and $0.2 million, respectively, relating to these construction contracts.
The Operating Partnership entered into tax protection agreements that indemnify certain directors and executive officers of the Company from their tax liabilities resulting from the potential future sale of certain of the Company’s properties prior to May 13, 2023.
14. Commitments and Contingencies
Legal Proceedings
The Company is from time to time involved in various disputes, lawsuits, warranty claims, environmental and other matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.
The Company currently is a party to various legal proceedings, none of which management expects will have a material adverse effect on the Company’s financial position, results of operations, or liquidity. Management accrues a liability for litigation if an unfavorable outcome is determined to be probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is determined to be probable and a range of loss can be reasonably estimated, management accrues the best estimate within the range; however, if no amount within the range is a better estimate than any other, the minimum amount within the range is accrued. Legal fees related to litigation are expensed as incurred. Management does not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on the Company’s financial position or results of operations; however, litigation is subject to inherent uncertainties.
Under the Company’s leases, tenants are typically obligated to indemnify the Company from and against all liabilities, costs, and expenses imposed upon or asserted against it as owner of the properties due to certain matters relating to the operation of the properties by the tenant.
Guarantees
In connection with certain of the Company's mezzanine lending activities and equity method investments, the Company has made guarantees to pay portions of certain senior loans of third parties associated with the development projects. The following table summarizes the outstanding guarantees made by the Company as of June 30, 2022 (in thousands):
| | | | | | | | | | | | | | |
Development project | | Payment guarantee amount | | Guarantee liability |
Interlock Commercial | | $ | 37,450 | | | $ | 1,346 | |
Harbor Point Parcel 4 (a) | | 32,910 | | | 242 | |
Total | | $ | 70,360 | | | $ | 1,588 | |
_______________________________________
(a) As of June 30, 2022, no amounts have been funded on this senior loan.
Commitments
The Company has a bonding line of credit for its general contracting construction business and is contingently liable under performance and payment bonds, bonds for cancellation of mechanics liens and defect bonds. Such bonds collectively totaled $2.7 million and $2.1 million as of June 30, 2022 and December 31, 2021, respectively. In addition, as of June 30, 2022, the Company has an outstanding letter of credit for $1.9 million to secure certain performances of the Company's subsidiary construction company under a related party project.
Unfunded Loan Commitments
The Company has certain commitments related to its notes receivable investments that it may be required to fund in the future. The Company is generally obligated to fund these commitments at the request of the borrower or upon the occurrence of events outside of the Company's direct control. As of June 30, 2022, the Company had three notes receivable
with a total of $19.3 million of unfunded commitments. If commitments are funded in the future, interest will be charged at rates consistent with the existing investments. As of June 30, 2022, the Company has recorded a $0.5 million CECL allowance that relates to the unfunded commitments, which was recorded as a liability in Other liabilities in the consolidated balance sheet. See Note 6 for more information.
15. Subsequent Events
The Company has evaluated subsequent events through the date on which this Quarterly Report on Form 10-Q was filed, the date on which these financial statements were issued, and identified the items below for discussion.
Real Estate
On July 22, 2022, the Company sold The Residences at Annapolis Junction for a sale price of $150.0 million. This property was classified as held for sale as of June 30, 2022.
On July 26, 2022, the Company sold the AutoZone and Valvoline outparcels at Sandbridge Commons for a sale price of $3.5 million. The property was classified as held for sale as of June 30, 2022.
Indebtedness
On July 22, 2022, the Company paid off the $84.4 million loan secured by The Residences at Annapolis Junction in conjunction with the disposition mentioned above.
In July 2022, the Company had net paydowns of $31.0 million on the revolving credit facility.
Derivative Financial Instruments
On July 1, 2022, the Company modified and extended two interest rate caps with total notional amounts of $200.0 million and LIBOR strike rates of 0.50%, which were scheduled to expire on July 1, 2023. The modified agreements establish a SOFR corridor bought at 1.00% and sold at 3.00% on a $200.0 million notional amount, with the expiration date extended to March 1, 2024. The Company did not pay a premium for this modification.
On July 5, 2022, the Company modified and extended an interest rate cap with a notional amount of $50.0 million and a LIBOR strike rate of 0.50%, which was scheduled to expire on May 1, 2023. The modified agreement establishes a SOFR corridor bought at 1.00% and sold at 3.00% on a $50.0 million notional amount, with the expiration date extended to January 1, 2024. The Company paid a de minimis premium for this modification.
On July 5, 2022, the Company modified and extended the interest rate cap associated with the Chronicle Mill project with a notional amount of $35.1 million and a LIBOR strike rate of 0.50%, which was scheduled to expire on May 1, 2023. The modified agreement establishes a SOFR corridor bought at 1.00% and sold at 3.00% on a $35.1 million notional amount, with the expiration date extended to January 1, 2024. The Company paid a de minimis premium for this modification.
Equity
On July 1, 2022, due to a holder of Class A Units tendering 10,146 Class A Units for redemption by the Operating Partnership, the Company elected to satisfy the redemption request with a cash payment of $0.1 million.
On July 28, 2022, the Company announced that its board of directors declared a cash dividend of $0.19 per common share for the third quarter of 2022. The third quarter dividend will be payable in cash on October 6, 2022 to stockholders of record on September 28, 2022.
On July 28, 2022, the Company announced that its board of directors declared a cash dividend of $0.421875 per share of Series A Preferred Stock for the third quarter of 2022. The dividend will be payable in cash on October 14, 2022 to stockholders of record on October 3, 2022.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to "we," "our," "us," and "our company" refer to Armada Hoffler Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Armada Hoffler, L.P., a Virginia limited partnership (the "Operating Partnership"), of which we are the sole general partner. The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words "anticipate," "believe," "expect," "intend," "may," "might," "plan," "estimate," "project," "should," "will," "result," and similar expressions, which do not relate solely to historical matters, are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We caution you that while forward-looking statements reflect our good faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. We expressly disclaim any responsibility to update forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, investors should use caution in relying on past forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data, or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•adverse economic or real estate developments, either nationally or in the markets in which our properties are located, including as a result of the COVID-19 pandemic;
▪our ability to commence or continue construction and development projects on the timeframes and terms currently anticipated;
•our failure to generate sufficient cash flows to service our outstanding indebtedness;
•defaults on, early terminations of, or non-renewal of leases by tenants, including significant tenants;
•bankruptcy or insolvency of a significant tenant or a substantial number of smaller tenants;
•the inability of one or more mezzanine loan borrowers to repay mezzanine loans in accordance with their contractual terms;
•difficulties in identifying or completing development, acquisition, or disposition opportunities;
•our failure to successfully operate developed and acquired properties;
•our failure to generate income in our general contracting and real estate services segment in amounts that we anticipate;
•fluctuations in interest rates and increased operating costs;
•our failure to obtain necessary outside financing on favorable terms or at all;
•our inability to extend the maturity of or refinance existing debt or comply with the financial covenants in the agreements that govern our existing debt;
•financial market fluctuations;
•risks that affect the general retail environment or the market for office properties or multifamily units;
•the competitive environment in which we operate;
•decreased rental rates or increased vacancy rates;
•conflicts of interests with our officers and directors;
•lack or insufficient amounts of insurance;
•environmental uncertainties and risks related to adverse weather conditions and natural disasters;
•other factors affecting the real estate industry generally;
•our failure to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
•limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification as a REIT for U.S. federal income tax purposes;
•changes in governmental regulations or interpretations thereof, such as real estate and zoning laws and increases in real property tax rates and taxation of REITs; and
•potential negative impacts from changes to U.S. tax laws.
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We caution investors not to place undue reliance on these forward-looking statements and urge investors to carefully review the disclosures we make concerning risks and uncertainties in the sections entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K, as well as risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q, and other documents that we file from time to time with the Securities and Exchange Commission (the "SEC").
Business Description
We are a vertically-integrated, self-managed REIT with four decades of experience developing, building, acquiring and managing high-quality office, retail and multifamily properties located primarily in the Mid-Atlantic and Southeastern United States. We also provide general construction and development services to third-party clients, in addition to developing and building properties to be placed in our stabilized portfolio. As of June 30, 2022, our operating property portfolio consisted of the following properties:
| | | | | | | | | | | | | | | | | | | | | | | |
Property | | Segment | | Location | | Ownership Interest | |
4525 Main Street | | Office | | Virginia Beach, Virginia* | | 100 | % | |
Armada Hoffler Tower | | Office | | Virginia Beach, Virginia* | | 100 | % | |
Brooks Crossing Office | | Office | | Newport News, Virginia | | 100 | % | |
Exelon Office | | Office | | Baltimore, Maryland** | | 79 | % | (1) |
One City Center | | Office | | Durham, North Carolina | | 100 | % | |
One Columbus | | Office | | Virginia Beach, Virginia* | | 100 | % | |
Thames Street Wharf | | Office | | Baltimore, Maryland** | | 100 | % | |
Two Columbus | | Office | | Virginia Beach, Virginia* | | 100 | % | |
249 Central Park Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Apex Entertainment | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Broad Creek Shopping Center | | Retail | | Norfolk, Virginia | | 100 | % | |
Broadmoor Plaza | | Retail | | South Bend, Indiana | | 100 | % | |
Brooks Crossing Retail | | Retail | | Newport News, Virginia | | 65 | % | (2) |
Columbus Village | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Columbus Village II | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Commerce Street Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Delray Beach Plaza | | Retail | | Delray Beach, Florida | | 100 | % | |
Dimmock Square | | Retail | | Colonial Heights, Virginia | | 100 | % | |
Fountain Plaza Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Greenbrier Square | | Retail | | Chesapeake, Virginia | | 100 | % | |
Greentree Shopping Center | | Retail | | Chesapeake, Virginia | | 100 | % | |
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Property | | Segment | | Location | | Ownership Interest | |
Hanbury Village | | Retail | | Chesapeake, Virginia | | 100 | % | |
Harrisonburg Regal | | Retail | | Harrisonburg, Virginia | | 100 | % | |
Lexington Square | | Retail | | Lexington, South Carolina | | 100 | % | |
Market at Mill Creek | | Retail | | Mount Pleasant, South Carolina | | 70 | % | (2) |
Marketplace at Hilltop | | Retail | | Virginia Beach, Virginia | | 100 | % | |
Nexton Square | | Retail | | Summerville, South Carolina | | 100 | % | |
North Hampton Market | | Retail | | Taylors, South Carolina | | 100 | % | |
North Pointe Center | | Retail | | Durham, North Carolina | | 100 | % | |
Overlook Village | | Retail | | Asheville, North Carolina | | 100 | % | |
Parkway Centre | | Retail | | Moultrie, Georgia | | 100 | % | |
Parkway Marketplace | | Retail | | Virginia Beach, Virginia | | 100 | % | |
Patterson Place | | Retail | | Durham, North Carolina | | 100 | % | |
Perry Hall Marketplace | | Retail | | Perry Hall, Maryland | | 100 | % | |
Premier Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Providence Plaza | | Retail | | Charlotte, North Carolina | | 100 | % | |
Red Mill Commons | | Retail | | Virginia Beach, Virginia | | 100 | % | |
Sandbridge Commons | | Retail | | Virginia Beach, Virginia | | 100 | % | (3) |
South Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
South Square | | Retail | | Durham, North Carolina | | 100 | % | |
Southgate Square | | Retail | | Colonial Heights, Virginia | | 100 | % | |
Southshore Shops | | Retail | | Chesterfield, Virginia | | 100 | % | |
Studio 56 Retail | | Retail | | Virginia Beach, Virginia* | | 100 | % | |
Tyre Neck Harris Teeter | | Retail | | Portsmouth, Virginia | | 100 | % | |
Wendover Village | | Retail | | Greensboro, North Carolina | | 100 | % | |
1305 Dock Street | | Multifamily | | Baltimore, Maryland** | | 79 | % | (1) |
1405 Point | | Multifamily | | Baltimore, Maryland** | | 100 | % | |
Edison Apartments | | Multifamily | | Richmond, Virginia | | 100 | % | |
Encore Apartments | | Multifamily | | Virginia Beach, Virginia* | | 100 | % | |
Greenside Apartments | | Multifamily | | Charlotte, North Carolina | | 100 | % | |
Liberty Apartments | | Multifamily | | Newport News, Virginia | | 100 | % | |
Premier Apartments | | Multifamily | | Virginia Beach, Virginia* | | 100 | % | |
Smith's Landing | | Multifamily | | Blacksburg, Virginia | | 100 | % | |
The Cosmopolitan | | Multifamily | | Virginia Beach, Virginia* | | 100 | % | |
The Residences at Annapolis Junction | | Multifamily | | Annapolis Junction, Maryland | | 95 | % | (2)(4) |
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________________________________________
*Located in the Town Center of Virginia Beach
**Located at Harbor Point in Baltimore
(1) We own a 90% economic interest in this property, including an 11% economic interest through a note receivable.
(2) We are entitled to a preferred return on our investment in this property.
(3) Held for sale as of June 30, 2022. On July 26, 2022, we sold the AutoZone and Valvoline outparcels of this property.
(4) Held for sale as of June 30, 2022. On July 22, 2022, we sold this property.
As of June 30, 2022, the following properties that we consolidate for financial reporting purposes were either under development or not yet stabilized:
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Property | | Segment | | Location | | Ownership Interest | |
Wills Wharf | | Office | | Baltimore, Maryland** | | 100 | % | |
Chronicle Mill | | Multifamily | | Belmont, North Carolina | | 85 | % | (1) |
Gainesville Apartments | | Multifamily | | Gainesville, Georgia | | 95 | % | (2) |
Southern Post | | Mixed-use | | Roswell, Georgia | | 100 | % | |
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________________________________________
**Located at Harbor Point in Baltimore
(1) We are entitled to a preferred return on our investment in this property.
(2) We were required to purchase our partner's ownership interest after completion of the project, contingent upon obtaining a certificate of occupancy and achieving certain thresholds of net operating income. On April 11, 2022, we paid a $1.1 million earn-out to the partner due to the receipt of the certificate of occupancy. The remaining earn-out is estimated at $3.1 million and is expected to be paid out by the end of this year. Additionally, we anticipate there will be cost savings related to the development of the asset to be shared with our partner.
Acquisitions
On January 14, 2022, we acquired a 79% membership interest and an additional 11% economic interest in the partnership that owns the Exelon Building for a purchase price of approximately $92.2 million in cash and a loan to the seller of $12.8 million. The Exelon Building is a mixed-use structure located in Baltimore's Harbor Point and is comprised of an office building, the Exelon Office, that serves as the headquarters for Constellation Energy Corp., which was spun-off from Exelon, a Fortune 100 energy company, in February 2022, as well as a multifamily component, 1305 Dock Street. The Exelon Office also includes a parking garage and retail space. The Exelon Building was subject to a $156.1 million loan, which we immediately refinanced following the acquisition with a new $175.0 million loan. The new loan bears interest at a rate of the Bloomberg Short-Term Bank Yield Index ("BSBY") plus a spread of 1.50% and will mature on November 1, 2026. This loan is hedged by an interest rate cap corridor of 1.00% and 3.00% as well as an interest rate cap of 4.00%.
On January 14, 2022, we acquired the remaining 20% ownership interest in the partnership that is developing the Ten Tryon project in Charlotte, North Carolina for a cash payment of $3.9 million.
On April 11, 2022, we exercised our option to acquire an additional 16% of the partnership that owns The Residences at Annapolis Junction, increasing our ownership to 95%.
Equity Method Investments
On April 1, 2022, we acquired a 78% interest in Harbor Point Parcel 4, a real estate venture with Beatty Development Group, for purposes of developing a mixed-use project, which is planned to include multifamily units, retail space, and a parking garage. We hold an option to increase our ownership to 90%. We have a projected equity commitment of $100.0 million relating to this project, of which we had funded $19.7 million as of June 30, 2022.
Dispositions
On April 1, 2022, we completed the sale of the Hoffler Place for a sale price of $43.1 million. The loss recognized upon sale was $0.8 million.
On April 25, 2022, we completed the sale of the Summit Place for a sale price of $37.8 million. The loss recognized upon sale was $0.5 million.
In addition to the losses recognized on the sales of the Hoffler Place and Summit Place student-housing properties during the three months ended June 30, 2022, we recognized impairment of real estate of $18.3 million to record these properties at their fair values during the three months ended December 31, 2021.
On June 29, 2022, we completed the sale of the Home Depot and Costco outparcels at North Pointe for a sale price of $23.9 million. The gain on disposition was $20.9 million.
On July 22, 2022, we sold The Residences at Annapolis Junction for a sale price of $150.0 million. This property was classified as held for sale as of June 30, 2022.
On July 26, 2022, the Company sold the AutoZone and Valvoline outparcels at Sandbridge Commons for a sale price of $3.5 million. This property was classified as held for sale as of June 30, 2022.
Second Quarter 2022 and Recent Highlights
The following highlights our results of operations and significant transactions for the three months ended June 30, 2022 and other recent developments:
•Net income attributable to common stockholders and holders of units of limited partnership interest in the Operating Partnership ("OP Unitholders") of $27.8 million, or $0.31 per diluted share, compared to $5.6 million, or $0.07 per diluted share, for the three months ended June 30, 2021.
•Funds from operations attributable to common stockholders and OP Unitholders ("FFO") of $27.0 million, or $0.31 per diluted share, compared to $22.9 million, or $0.28 per diluted share, for the three months ended June 30, 2021. See "Non-GAAP Financial Measures."
•Normalized funds from operations available to common stockholders and OP Unitholders ("Normalized FFO") of $26.2 million, or $0.30 per diluted share, compared to $23.4 million, or $0.29 per diluted share, for the three months ended June 30, 2021. See "Non-GAAP Financial Measures."
•Announced a third quarter cash dividend of $0.19 per common share, a 12% increase over the prior quarter's dividend.
•Stabilized operating property portfolio occupancy increased to 97.3% as of June 30, 2022. Office occupancy was 97.9%, retail occupancy was 97.1%, and multifamily occupancy was 97.2%.
•Same Store net operating income ("NOI") increased 6.0% on a GAAP (as defined below) basis compared to the quarter ended June 30, 2021.
◦Multifamily same store NOI increased 12.5% on a GAAP basis.
◦Commercial same store NOI increased 4.1% on a GAAP basis.
•Third-party construction backlog totaling $541 million, highest in the Company's history
•Positive releasing spreads during the second quarter of 9.9% on a GAAP basis for retail and 13.1% on a GAAP basis for office.
•Achieved an 8.1% increase in rental rates on apartment trade outs across the multifamily segment.
•Completed $177 million of sales of noncore assets
◦The Residences at Annapolis Junction in Baltimore for $150 million
◦Two outparcels at North Pointe in Durham, North Carolina for $23.9 million
◦Two outparcels at Sandbridge Commons in Virginia Beach for $3.5 million
•Appointed Dennis H. Gartman, renowned investor, economist, and longtime publisher of “The Gartman Letter,” as a member of our board of directors. He is the sixth independent member.
•Executed a new office lease with Franklin Templeton for 60,000 square feet at the Company’s Wills Wharf office building in Baltimore’s Harbor Point neighborhood. The investment management firm has agreed to lease the entire fifth floor and a portion of the fourth floor of Wills Wharf and will bring the building to 91% occupancy.
Segment Results of Operations
As of June 30, 2022, we operated our business in four segments: (i) office real estate, (ii) retail real estate, (iii) multifamily residential real estate, and (iv) general contracting and real estate services, which are conducted through our taxable REIT subsidiaries ("TRS"). Net operating income (segment revenues minus segment expenses) ("NOI") is the measure used by management to assess segment performance and allocate our resources among our segments. NOI is not a measure of operating income or cash flows from operating activities as measured by accounting principles generally accepted in the United
States ("GAAP") and is not indicative of cash available to fund cash needs. As a result, NOI should not be considered an alternative to cash flows as a measure of liquidity. Not all companies calculate NOI in the same manner. We consider NOI to be an appropriate supplemental measure to net income because it assists both investors and management in understanding the core operations of our real estate and construction businesses. See Note 3 to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for a reconciliation of NOI to net income, the most directly comparable GAAP measure.
We define same store properties as those properties that we owned and operated and that were stabilized for the entirety of both periods presented. We generally consider a property to be stabilized upon the earlier of: (i) the quarter after the property reaches 80% occupancy or (ii) the thirteenth quarter after the property receives its certificate of occupancy. Additionally, any property that is fully or partially taken out of service for the purpose of redevelopment is no longer considered stabilized until the redevelopment activities are complete, the asset is placed back into service, and the occupancy criterion above is again met. A property may also be fully or partially taken out of service as a result of a partial disposition, depending on the significance of the portion of the property disposed. Finally, any property classified as held for sale is taken out of service for the purpose of computing same store operating results.
Office Segment Data
Office rental revenues, property expenses, and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 18,314 | | | $ | 11,756 | | | $ | 6,558 | | | $ | 35,337 | | | $ | 23,391 | | | $ | 11,946 | |
Property expenses | | 6,635 | | | 4,351 | | | 2,284 | | | 12,279 | | | 8,584 | | | 3,695 | |
Segment NOI | | $ | 11,679 | | | $ | 7,405 | | | $ | 4,274 | | | $ | 23,058 | | | $ | 14,807 | | | $ | 8,251 | |
Office segment NOI for the three and six months ended June 30, 2022 increased 57.7% and 55.7%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the acquisition of the Exelon Office in January 2022.
Office Same Store Results
Office same store results for the three and six months ended June 30, 2022 and 2021 exclude Wills Wharf and the Exelon Office.
Office same store rental revenues, property expenses, and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 10,371 | | | $ | 10,290 | | | $ | 81 | | | $ | 20,546 | | | $ | 20,500 | | | $ | 46 | |
Property expenses | | 3,697 | | | 3,527 | | | 170 | | | 7,259 | | | 7,011 | | | 248 | |
Same Store NOI | | $ | 6,674 | | | $ | 6,763 | | | $ | (89) | | | $ | 13,287 | | | $ | 13,489 | | | $ | (202) | |
Non-Same Store NOI | | 5,005 | | | 642 | | | 4,363 | | | 9,771 | | | 1,318 | | | 8,453 | |
Segment NOI | | $ | 11,679 | | | $ | 7,405 | | | $ | 4,274 | | | $ | 23,058 | | | $ | 14,807 | | | $ | 8,251 | |
Office same store NOI for the three and six months ended June 30, 2022 was materially consistent with the three and six months ended June 30, 2021.
Retail Segment Data
Retail rental revenues, property expenses, and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 21,544 | | | $ | 19,204 | | | $ | 2,340 | | | $ | 42,974 | | | $ | 37,459 | | | $ | 5,515 | |
Property expenses | | 5,604 | | | 5,193 | | | 411 | | | 11,343 | | | 10,056 | | | 1,287 | |
Segment NOI | | $ | 15,940 | | | $ | 14,011 | | | $ | 1,929 | | | $ | 31,631 | | | $ | 27,403 | | | $ | 4,228 | |
Retail segment NOI for the three and six months ended June 30, 2022 increased 13.8% and 15.4%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the acquisitions of Delray Beach Plaza, Greenbrier Square, and Overlook Village, as well as increased occupancy in the same store portfolio.
Retail Same Store Results
Retail same store results for the three and six months ended June 30, 2022 and 2021 exclude Greenbrier Square, Overlook Village, the outparcels that were classified as held for sale at Sandbridge Commons as of June 30, 2022, and properties that were disposed in 2021 and 2022. Retail same store results for the six months ended June 30, 2022 and June 30, 2021 also exclude Delray Beach Plaza and Premier Retail.
Retail same store rental revenues, property expenses, and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 19,736 | | | $ | 18,686 | | | $ | 1,050 | | | $ | 36,422 | | | $ | 34,063 | | | $ | 2,359 | |
Property expenses | | 4,983 | | | 4,857 | | | 126 | | | 9,241 | | | 8,737 | | | 504 | |
Same Store NOI | | $ | 14,753 | | | $ | 13,829 | | | $ | 924 | | | $ | 27,181 | | | $ | 25,326 | | | $ | 1,855 | |
Non-Same Store NOI | | 1,187 | | | 182 | | | 1,005 | | | 4,450 | | | 2,077 | | | 2,373 | |
Segment NOI | | $ | 15,940 | | | $ | 14,011 | | | $ | 1,929 | | | $ | 31,631 | | | $ | 27,403 | | | $ | 4,228 | |
Retail same store NOI for the three and six months ended June 30, 2022 increased 6.7% and 7.3%, respectively, compared to the three and six months ended June 30, 2021, primarily due to increased occupancy throughout the portfolio.
Multifamily Segment Data
Multifamily rental revenues, property expenses, and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 15,366 | | | $ | 16,418 | | | $ | (1,052) | | | $ | 31,548 | | | $ | 32,269 | | | $ | (721) | |
Property expenses | | 6,283 | | | 7,213 | | | (930) | | | 12,973 | | | 14,255 | | | (1,282) | |
Segment NOI | | $ | 9,083 | | | $ | 9,205 | | | $ | (122) | | | $ | 18,575 | | | $ | 18,014 | | | $ | 561 | |
Multifamily segment NOI for the three months ended June 30, 2022 decreased 1.3% compared to the three months ended June 30, 2021 primarily due to the dispositions of Johns Hopkins Village, Hoffler Place, and Summit Place. The decrease was partially offset by the acquisition of 1305 Dock Street, Gainesville Apartments beginning operations, and increased rental rates across multiple properties. Multifamily segment NOI for the six months ended June 30, 2022 increased 3.1% compared to the six months ended June 30, 2021 primarily due to the acquisition of 1305 Dock Street and the beginning of operations at Gainesville Apartments as well as higher occupancy, increased rental rates across multiple properties, and a decrease in expense per unit.
Multifamily Same Store Results
Multifamily same store results for the three and six months ended June 30, 2022 and 2021 exclude 1305 Dock Street, Gainesville Apartments, and The Residences at Annapolis Junction, which was classified as held for sale as of June 30, 2022, as well as properties that were disposed in 2021 and 2022.
Multifamily same store rental revenues, property expenses and NOI for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Rental revenues | | $ | 10,958 | | | $ | 10,131 | | | $ | 827 | | | $ | 21,679 | | | $ | 19,775 | | | $ | 1,904 | |
Property expenses | | 4,085 | | | 4,022 | | | 63 | | | 8,107 | | | 7,946 | | | 161 | |
Same Store NOI | | $ | 6,873 | | | $ | 6,109 | | | $ | 764 | | | $ | 13,572 | | | $ | 11,829 | | | $ | 1,743 | |
Non-Same Store NOI | | 2,210 | | | 3,096 | | | (886) | | | 5,003 | | | 6,185 | | | (1,182) | |
Segment NOI | | $ | 9,083 | | | $ | 9,205 | | | $ | (122) | | | $ | 18,575 | | | $ | 18,014 | | | $ | 561 | |
Multifamily same store NOI for the three and six months ended June 30, 2022 increased 12.5% and 14.7%, respectively, compared to the three and six months ended June 30, 2021 primarily due to increased rental rates and higher occupancy rates in the same store portfolio.
General Contracting and Real Estate Services Segment Data
General contracting and real estate services revenues, expenses, and gross profit for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Segment revenues | | $ | 45,273 | | | $ | 18,408 | | | $ | 26,865 | | | $ | 69,923 | | | $ | 53,971 | | | $ | 15,952 | |
Segment expenses | | 43,418 | | | 18,131 | | | 25,287 | | | 67,239 | | | 52,406 | | | 14,833 | |
Segment gross profit | | $ | 1,855 | | | $ | 277 | | | $ | 1,578 | | | $ | 2,684 | | | $ | 1,565 | | | $ | 1,119 | |
Operating margin | | 4.1 | % | | 1.5 | % | | 2.6 | % | | 3.8 | % | | 2.9 | % | | 0.9 | % |
General contracting and real estate services segment gross profit for the three and six months ended June 30, 2022 increased by $1.6 million and $1.1 million, respectively, compared to the three and six months ended June 30, 2021 primarily due to a greater number of third party contracts undertaken in 2022.
The changes in third party construction backlog for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands):
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| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
Beginning backlog | $ | 419,439 | | | $ | 38,838 | | | $ | 215,518 | | | $ | 71,258 | |
New contracts/change orders | 167,143 | | | 50,278 | | | 395,746 | | | 53,402 | |
Work performed | (45,368) | | | (18,897) | | | (70,050) | | | (54,441) | |
Ending backlog | $ | 541,214 | | | $ | 70,219 | | | $ | 541,214 | | | $ | 70,219 | |
As of June 30, 2022, we had $111.0 million in the backlog relating to the Harbor Point Parcel 4 project, $155.1 million in the backlog on the Harbor Point Parcel 3 project, and $51.8 million in the backlog on the Slater Road Apartments project. The amounts relating to our Harbor Point Parcel 3 and Harbor Point Parcel 4 projects pertain to our equity method investments, for which a portion of our profit margin will be eliminated in our operating results.
Consolidated Results of Operations
The following table summarizes the results of operations for the three and six months ended June 30, 2022 and 2021 (in thousands):
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| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
| | (unaudited) |
Revenues | | | | | | | | | | | | |
Rental revenues | | $ | 55,224 | | | $ | 47,378 | | | $ | 7,846 | | | $ | 109,859 | | | $ | 93,119 | | | $ | 16,740 | |
General contracting and real estate services revenues | | 45,273 | | | 18,408 | | | 26,865 | | | 69,923 | | | 53,971 | | | 15,952 | |
Total revenues | | 100,497 | | | 65,786 | | | 34,711 | | | 179,782 | | | 147,090 | | | 32,692 | |
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Expenses | | | | | | | | | | | | |
Rental expenses | | 12,685 | | | 11,292 | | | 1,393 | | | 25,354 | | | 22,124 | | | 3,230 | |
Real estate taxes | | 5,837 | | | 5,465 | | | 372 | | | 11,241 | | | 10,771 | | | 470 | |
General contracting and real estate services expenses | | 43,418 | | | 18,131 | | | 25,287 | | | 67,239 | | | 52,406 | | | 14,833 | |
Depreciation and amortization | | 18,781 | | | 17,285 | | | 1,496 | | | 37,338 | | | 35,351 | | | 1,987 | |
Amortization of right-of-use assets - finance leases | | 277 | | | 278 | | | (1) | | | 555 | | | 467 | | | 88 | |
General and administrative expenses | | 3,617 | | | 3,487 | | | 130 | | | 8,325 | | | 7,508 | | | 817 | |
Acquisition, development and other pursuit costs | | 26 | | | 32 | | | (6) | | | 37 | | | 103 | | | (66) | |
Impairment charges | | 286 | | | 83 | | | 203 | | | 333 | | | 3,122 | | | (2,789) | |
Total expenses | | 84,927 | | | 56,053 | | | 28,874 | | | 150,422 | | | 131,852 | | | 18,570 | |
Gain on real estate dispositions, net | | 19,493 | | | — | | | 19,493 | | | 19,493 | | | 3,717 | | | 15,776 | |
Operating income | | 35,063 | | | 9,733 | | | 25,330 | | | 48,853 | | | 18,955 | | | 29,898 | |
Interest income | | 3,352 | | | 6,746 | | | (3,394) | | | 6,920 | | | 10,862 | | | (3,942) | |
Interest expense | | (9,371) | | | (8,418) | | | (953) | | | (18,402) | | | (16,393) | | | (2,009) | |
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Loss on extinguishment of debt | | (618) | | | — | | | (618) | | | (776) | | | — | | | (776) | |
Change in fair value of derivatives and other | | 2,548 | | | 314 | | | 2,234 | | | 6,730 | | | 707 | | | 6,023 | |
Unrealized credit loss provision | | (295) | | | (388) | | | 93 | | | (900) | | | (333) | | | (567) | |
Other income (expense), net | | 68 | | | 7 | | | 61 | | | 297 | | | 186 | | | 111 | |
Income before taxes | | 30,747 | | | 7,994 | | | 22,753 | | | 42,722 | | | 13,984 | | | 28,738 | |
Income tax benefit | | 20 | | | 461 | | | (441) | | | 321 | | | 480 | | | (159) | |
Net income | | 30,767 | | | 8,455 | | | 22,312 | | | 43,043 | | | 14,464 | | | 28,579 | |
Net income attributable to noncontrolling interests in investment entities | | (128) | | | — | | | (128) | | | (228) | | | — | | | (228) | |
Preferred stock dividends | | (2,887) | | | (2,887) | | | — | | | (5,774) | | | (5,774) | | | — | |
Net income attributable to common stockholders and OP Unitholders | | $ | 27,752 | | | $ | 5,568 | | | $ | 22,184 | | | $ | 37,041 | | | $ | 8,690 | | | $ | 28,351 | |
Rental revenues for the three and six months ended June 30, 2022 increased 16.6% and 18.0%, respectively, compared to the three and six months ended June 30, 2021 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Office | | $ | 18,314 | | | $ | 11,756 | | | $ | 6,558 | | | $ | 35,337 | | | $ | 23,391 | | | $ | 11,946 | |
Retail | | 21,544 | | | 19,204 | | | 2,340 | | | 42,974 | | | 37,459 | | | 5,515 | |
Multifamily | | 15,366 | | | 16,418 | | | (1,052) | | | 31,548 | | | 32,269 | | | (721) | |
| | $ | 55,224 | | | $ | 47,378 | | | $ | 7,846 | | | $ | 109,859 | | | $ | 93,119 | | | $ | 16,740 | |
Office rental revenues for the three and six months ended June 30, 2022 increased 55.8% and 51.1%, respectively, compared to the three and six months ended June 30, 2021 primarily as a result of the acquisition of the Exelon Office and an increase in rental expense recoveries at Wills Wharf due to higher occupancy.
Retail rental revenues for the three and six months ended June 30, 2022 increased 12.2% and 14.7%, respectively, compared to the three and six months ended June 30, 2021 primarily as a result of the acquisitions of Greenbrier Square and Overlook Village, as well as higher occupancy at multiple properties. The increase was partially offset by the dispositions of Oakland Marketplace and Socastee Commons. The increase in retail rental revenues for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was further due to the acquisition of Delray Beach Plaza in February 2021.
Multifamily rental revenues for the three and six months ended June 30, 2022 decreased 6.4% and 2.2%, respectively, compared to the three and six months ended June 30, 2021 primarily as a result of the dispositions of Johns Hopkins Village, Hoffler Place, and Summit Place. The decrease was partially offset by the acquisition of 1305 Dock Street, the beginning of operations at Gainesville Apartments, and higher occupancy and rental rates at multiple properties.
General contracting and real estate services revenues for the three and six months ended June 30, 2022 increased 145.9% and 29.6%, respectively, compared to the three and six months ended June 30, 2021 due to the timing of commencement of new third party construction projects in 2022 and the completion of other projects.
Rental expenses for the three and six months ended June 30, 2022 increased 12.3% and 14.6%, respectively, compared to the three and six months ended June 30, 2021 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Office | | $ | 4,600 | | | $ | 2,938 | | | $ | 1,662 | | | $ | 8,740 | | | $ | 5,813 | | | $ | 2,927 | |
Retail | | 3,333 | | | 3,013 | | | 320 | | | 6,834 | | | 5,849 | | | 985 | |
Multifamily | | 4,752 | | | 5,341 | | | (589) | | | 9,780 | | | 10,462 | | | (682) | |
| | $ | 12,685 | | | $ | 11,292 | | | $ | 1,393 | | | $ | 25,354 | | | $ | 22,124 | | | $ | 3,230 | |
Office rental expenses for the three and six months ended June 30, 2022 increased 56.6% and 50.4%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the acquisition of the Exelon Office and the addition of new tenants at Wills Wharf.
Retail rental expenses for the three and six months ended June 30, 2022 increased 10.6% and 16.8%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the acquisitions of Greenbrier Square and Overlook Village. The increase in retail rental expenses for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was further due to the acquisition of Delray Beach Plaza in February 2021, which was partially offset by the dispositions of Oakland Marketplace and Socastee Commons.
Multifamily rental expenses for the three and six months ended June 30, 2022 decreased 11.0% and 6.5%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the dispositions of Johns Hopkins Village, Hoffler Place, and Summit Place. The decrease was partially offset by the acquisition of 1305 Dock Street and the beginning of operations of Gainesville Apartments.
Real estate taxes for the three and six months ended June 30, 2022 and 2021 increased 6.8% and 4.4%, respectively, compared to the three and six months ended June 30, 2021 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change | | 2022 | | 2021 | | Change |
Office | | $ | 2,035 | | | $ | 1,413 | | | $ | 622 | | | $ | 3,539 | | | $ | 2,771 | | | $ | 768 | |
Retail | | 2,271 | | | 2,180 | | | 91 | | | 4,509 | | | 4,207 | | | 302 | |
Multifamily | | 1,531 | | | 1,872 | | | (341) | | | 3,193 | | | 3,793 | | | (600) | |
| | $ | 5,837 | | | $ | 5,465 | | | $ | 372 | | | $ | 11,241 | | | $ | 10,771 | | | $ | 470 | |
Office real estate taxes for the three and six months ended June 30, 2022 increased 44.0% and 27.7%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the acquisition of the Exelon Office and Wills Wharf being fully placed into service in June 2021.
Retail real estate taxes for the three and six months ended June 30, 2022 increased 4.2% and 7.2%, respectively, compared to the three and six months ended June 30, 2021 primarily as a result of the acquisitions of Greenbrier Square and Overlook Village, which were partially offset by the dispositions of Oakland Marketplace and Socastee Commons. The increase in retail real estate taxes for the six months ended June 30, 2022 compared to the six months ended June 30, 2021 was further due to the acquisition of Delray Beach Plaza in February 2021.
Multifamily real estate taxes for the three and six months ended June 30, 2022 decreased 18.2% and 15.8%, respectively, compared to the three and six months ended June 30, 2021 primarily due to the dispositions of Johns Hopkins Village, Hoffler Place, and Summit Place. The decrease was partially offset by the acquisition of 1305 Dock Street and the beginning of operations of Gainesville Apartments.
General contracting and real estate services expenses for the three and six months ended June 30, 2022 increased 139.5% and 28.3%, respectively, compared to the three and six months ended June 30, 2021 due to new third party contracts undertaken in 2022.
Depreciation and amortization for the three and six months ended June 30, 2022 increased 8.7% and 5.6%, respectively, compared to the three and six months ended June 30, 2021 due to property acquisitions and development deliveries. The increases were partially offset by dispositions in 2021 and certain assets that became fully depreciated.
Amortization of right-of-use assets - finance leases for the three months ended June 30, 2022 decreased immaterially compared to the three months ended June 30, 2021. Amortization of right-of-use assets - finance leases for the six months ended June 30, 2022 increased 18.8% compared to the six months ended June 30, 2021 primarily due to the acquisition of Delray Beach Plaza, which was partially amortized in the six months ended June 30, 2021 compared to a full period of amortization recognized in the six months ended June 30, 2022.
General and administrative expenses for the three and six months ended June 30, 2022 increased 3.7% and 10.9%, respectively, compared to the three and six months ended June 30, 2021 primarily due to higher compensation, benefits, and training and development resulting from increased investment in human capital and sustainability initiatives.
Acquisition, development and other pursuit costs for the three and six months ended June 30, 2022 decreased 18.8% and 64.1%, respectively, compared to the three and six months ended June 30, 2021 as a result of a lower write off of costs for the three and six months ended June 30, 2021 relating to certain development projects and acquisitions that are no longer probable.
Impairment charges for the six months ended June 30, 2021 relate to the impairment recognized on Socastee Commons. Impairment charges for the three and six months ended June 30, 2022 and the three months ended June 30, 2021 were not material.
Gain on real estate dispositions, net for the three and six months ended June 30, 2021 relates to the sale of the 7-Eleven at Hanbury Village, Oakland Marketplace, and easement rights at a non-operating land parcel. The gain on real estate dispositions, net for the three and six months ended June 30, 2022 relates to the dispositions of the Home Depot and Costco parcels at North Pointe.
Interest income for the three and six months ended June 30, 2022 decreased 50.3% and 36.3%, respectively, compared to the three and six months ended June 30, 2021, primarily as a result of the lower notes receivable balance in the current period due to the repayment of portions of our mezzanine loans during 2021 and 2022. This was partially offset by increased borrowings for the Nexton Multifamily and City Park 2 preferred equity investments.
Interest expense for the three and six months ended June 30, 2022 increased 11.3% and 12.3%, respectively, compared to the three and six months ended June 30, 2021, primarily due to the loans obtained and assumed in connection with acquisitions, partially offset by those paid off in connection with dispositions.
Loss on extinguishment of debt of $0.6 million and $0.8 million for the three and six months ended June 30, 2022 primarily relates to the loan payoffs of Red Mill West and Delray Beach Plaza, the refinance of Nexton Square, and the loan payoffs associated with the dispositions of Hoffler Place, Summit Place, and the Costco outparcel at North Pointe. There was no loss on extinguishment of debt recognized for the three and six months ended June 30, 2021.
The change in fair value of derivatives and other for the three and six months ended June 30, 2022 includes fair value increases for our derivative instruments due to increases in forward LIBOR (the London Inter-Bank Offered Rate) and BSBY.
Unrealized credit loss provision for the three months ended June 30, 2022 decreased immaterially compared to the three months ended June 30, 2021. Unrealized credit loss provision for the six months ended June 30, 2022 increased $0.6 million compared to the six months ended June 30, 2021 primarily due to the addition of the City Park 2 preferred equity investment and increased funding on the Harbor Point Parcel 3 loan.
Other income (expense), net for the three and six months ended June 30, 2022 was materially consistent with the three and six months ended June 30, 2021.
The income tax provision and benefits that we recognized during the three and six months ended June 30, 2022 and 2021 were attributable to the taxable profits and losses of our development and construction businesses that we operate through our TRS.
Liquidity and Capital Resources
Overview
We believe our primary short-term liquidity requirements consist of general contractor expenses, operating expenses, and other expenditures associated with our properties, including tenant improvements, leasing commissions and leasing incentives, dividend payments to our stockholders required to maintain our REIT qualification, debt service, capital expenditures, new real estate development projects, mezzanine loan funding requirements, and strategic acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, reserves established from existing cash, borrowings under construction loans to fund new real estate development and construction, borrowings available under our credit facility, and net proceeds from the opportunistic sale of common stock through our ATM Program, which is discussed below.
Our long-term liquidity needs consist primarily of funds necessary for the repayment of debt at or prior to maturity, general contracting expenses, property development and acquisitions, tenant improvements, and capital improvements. We expect to meet our long-term liquidity requirements with net cash from operations, long-term secured and unsecured indebtedness, the issuance of equity and debt securities, and the opportunistic disposition of non-core properties. We also may fund property development and acquisitions and capital improvements using our credit facility pending long-term financing.
As of June 30, 2022, we had unrestricted cash and cash equivalents of $69.7 million available for both current liquidity needs as well as development and redevelopment activities. We also had restricted cash in escrow of $6.7 million, some of which is available for capital expenditures and certain operating expenses at our operating properties. As of June 30, 2022, we had $68.0 million of available borrowings under our revolving credit facility to meet our short-term liquidity requirements and $33.3 million of available borrowings under our construction loans to fund development activities.
The Marketplace at Hilltop loan has an outstanding principal balance of $9.5 million and is scheduled to mature in October 2022. We have no other loans scheduled to mature during the remainder of 2022.
ATM Program
On March 10, 2020, we commenced an at-the-market continuous equity offering program (the "ATM Program") through which we may, from time to time, issue and sell shares of our common stock and shares of our 6.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Stock") having an aggregate offering price of up to $300.0 million, to or through our sales agents and, with respect to shares of our common stock, may enter into separate forward sales agreements to or through the forward purchaser.
During the six months ended June 30, 2022, we issued and sold 475,074 shares of common stock at a weighted average price of $15.21 per share under the ATM Program, receiving net proceeds, after offering costs and commissions, of $7.1 million. During the six months ended June 30, 2022, we did not issue any shares of Series A Preferred Stock under the ATM Program. Shares having an aggregate offering price of $205.0 million remained unsold under the ATM Program as of August 4, 2022.
Common Stock Issuance
On January 11, 2022, we completed an underwritten public offering of 4,025,000 shares of common stock, which were pre-purchased from us by the underwriter at a purchase price of $14.45 per share including fees, resulting in net proceeds after offering costs of $58.0 million.
Credit Facility
We have a senior credit facility that was amended and restated on October 3, 2019. The total commitments are $355.0 million, comprised of a $150.0 million senior unsecured revolving credit facility (the "revolving credit facility") and a $205.0 million senior unsecured term loan facility (the "term loan facility" and, together with the revolving credit facility, the "credit facility"), with a syndicate of banks. Subject to available borrowing capacity, we intend to use future borrowings under the credit facility for general corporate purposes, including funding acquisitions, mezzanine lending, and development and redevelopment of properties in our portfolio, and for working capital. Our unencumbered borrowing pool will support revolving borrowings of up to $150 million as of June 30, 2022. In July 2022, we repaid $31.0 million, net of borrowings, under the revolving credit facility.
The credit facility includes an accordion feature that allows the total commitments to be increased to $700.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders. The revolving credit facility has a scheduled maturity date of January 24, 2024, with two six-month extension options, subject to certain conditions, including payment of a 0.075% extension fee at each extension. The term loan facility has a scheduled maturity date of January 24, 2025.
The revolving credit facility bears interest at LIBOR plus a margin ranging from 1.30% to 1.85% and the term loan facility bears interest at LIBOR plus a margin ranging from 1.25% to 1.80%, in each case depending on our total leverage. We are also obligated to pay an unused commitment fee of 0.15% or 0.25% on the unused portions of the commitments under the revolving credit facility, depending on the amount of borrowings under the revolving credit facility. If we attain investment grade credit ratings from Standard and Poor's or Moody's Investor Service, we may elect to have borrowings become subject to interest rates based on our credit ratings. As of December 31, 2021, LIBOR is phasing out and we are transitioning to alternative reference rates, such as the Secured Overnight Financing Rate ("SOFR") and BSBY.
The Operating Partnership is the borrower under the credit facility, and its obligations under the credit facility are guaranteed by us and certain of our subsidiaries that are not otherwise prohibited from providing such guaranty.
The credit agreement contains customary representations and warranties and financial and other affirmative and negative covenants. Our ability to borrow under the credit facility is subject to our ongoing compliance with a number of financial covenants, affirmative covenants and other restrictions, including the following:
•Total leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least up to $100.0 million, but only up to two times during the term of the credit facility);
•Ratio of adjusted EBITDA (as defined in the credit agreement) to fixed charges of not less than 1.50 to 1.0;
•Tangible net worth of not less than the sum of $567,106,000 and amount equal to 75% of the net equity proceeds received after June 30, 2019;
•Ratio of secured indebtedness to total asset value of not more than 40%;
•Ratio of secured recourse debt to total asset value of not more than 20%;
•Total unsecured leverage ratio of not more than 60% (or 65% for the two consecutive quarters following any acquisition with a purchase price of at least up to $100.0 million, but only up to two times during the term of the credit facility);
•Unencumbered interest coverage ratio (as defined in the credit agreement) of not less than 1.75 to 1.0;
•Maintenance of a minimum of at least 15 unencumbered properties (as defined in the credit agreement) with an unencumbered asset value (as defined in the credit agreement) of not less than $300.0 million at any time;
•Minimum occupancy rate (as defined in the credit agreement) for all unencumbered properties of not less than 80% at any time; and
•Maximum aggregate rental revenue from any single tenant of not more than 30% of rental revenues with respect to all leases of unencumbered properties (as defined in the credit agreement).
The credit agreement limits our ability to pay cash dividends. However, so long as no default or event of default exists, the credit agreement allows us to pay cash dividends with respect to any 12-month period in an amount not to exceed the greater of: (i) 95% of adjusted funds from operations (as defined in the credit agreement) or (ii) the amount required for us (a) to maintain our status as a REIT, and (b) to avoid income or excise tax under the Internal Revenue Code of 1986, as amended.
If certain defaults or events of default exist, we may pay cash dividends with respect to any 12-month period to the extent necessary to maintain our status as a REIT. The credit agreement also restricts the amount of capital that we can invest in specific categories of assets, such as unimproved land holdings, development properties, notes receivable, mortgages, mezzanine loans and unconsolidated affiliates, and restricts the amount of stock and Operating Partnership units that we may repurchase during the term of the credit facility.
We may, at any time, voluntarily prepay any loan under the credit facility in whole or in part without significant premium or penalty, except for those portions subject to an interest rate swap agreement.
The credit agreement includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the credit facility to be immediately due and payable.
We are currently in compliance with all covenants governing the credit agreement.
Consolidated Indebtedness
The following table sets forth our consolidated indebtedness as of June 30, 2022 ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount Outstanding | | Interest Rate (a) | | Effective Rate for Variable Debt | | Maturity Date | | Balance at Maturity | | |
Secured Debt | | | | | | | | | | | | | |
Marketplace at Hilltop | | $ | 9,492 | | | | 4.42 | % | | | | October 1, 2022 | | $ | 9,383 | | | |
1405 Point | | 51,914 | | | LIBOR+ | 2.25 | % | | 4.04 | % | | January 1, 2023 | | 51,532 | | | |
Wills Wharf | | 64,288 | | | LIBOR+ | 2.25 | % | | 4.04 | % | | June 26, 2023 | | 64,288 | | | |
249 Central Park Retail(b) | | 16,226 | | | LIBOR+ | 1.60 | % | | 3.85 | % | (c) | August 10, 2023 | | 15,935 | | | |
Fountain Plaza Retail(b) | | 9,765 | | | LIBOR+ | 1.60 | % | | 3.85 | % | (c) | August 10, 2023 | | 9,589 | | | |
South Retail(b) | | 7,124 | | | LIBOR+ | 1.60 | % | | 3.85 | % | (c) | August 10, 2023 | | 6,996 | | | |
One City Center | | 23,760 | | | LIBOR+ | 1.85 | % | | 3.64 | % | | April 1, 2024 | | 22,559 | | | |
Chronicle Mill | | 14,640 | | | LIBOR+ | 3.00 | % | | 4.79 | % | | May 5, 2024 | | 14,640 | | | |
Red Mill Central | | 2,100 | | | | 4.80 | % | | | | June 17, 2024 | | 1,765 | | | |
Gainesville Apartments | | 30,328 | | | LIBOR+ | 3.00 | % | | 4.79 | % | | August 31, 2024 | | 30,327 | | | |
Premier Apartments(d) | | 16,399 | | | LIBOR+ | 1.55 | % | | 3.34 | % | | October 31, 2024 | | 15,848 | | | |
Premier Retail(d) | | 8,077 | | | LIBOR+ | 1.55 | % | | 3.34 | % | | October 31, 2024 | | 7,806 | | | |
Red Mill South | | 5,356 | | | | 3.57 | % | | | | May 1, 2025 | | 4,383 | | | |
Brooks Crossing Office | | 14,631 | | | LIBOR+ | 1.60% | | 3.39 | % | | July 1, 2025 | | 13,798 | | | |
Market at Mill Creek | | 12,818 | | | LIBOR+ | 1.55% | | 3.34 | % | | July 12, 2025 | | 10,876 | | | |
Encore Apartments(e) | | 24,253 | | | | 2.93 | % | | | | February 10, 2026 | | 22,213 | | | |
4525 Main Street(e) | | 31,133 | | | | 2.93 | % | | | | February 10, 2026 | | 28,514 | | | |
Thames Street Wharf | | 70,044 | | | BSBY+ | 1.30 | % | | 2.35 | % | (c) | September 30, 2026 | | 60,839 | | | |
Exelon Building | | 175,000 | | | BSBY+ | 1.50 | % | | 1.00 | % | (f) | November 1, 2026 | | 175,000 | | | |
Southgate Square | | 26,656 | | | LIBOR+ | 1.90 | % | | 3.69 | % | | December 21, 2026 | | 24,741 | | | |
Nexton Square | | 22,500 | | | SOFR+ | 1.95 | % | | 3.45 | % | | June 30, 2027 | | 19,453 | | | |
Greenbrier Square | | 20,000 | | | | 3.74% | | | | October 10, 2027 | | 18,049 | | | |
Lexington Square | | 14,034 | | | | 4.50 | % | | | | September 1, 2028 | | 12,044 | | | |
Red Mill North | | 4,135 | | | | 4.73 | % | | | | December 31, 2028 | | 3,295 | | | |
Greenside Apartments | | 32,232 | | | | 3.17 | % | | | | December 15, 2029 | | 26,095 | | | |
The Residences at Annapolis Junction(g) | | 84,375 | | | SOFR+ | 2.66 | % | | 4.16 | % | (f) | November 1, 2030 | | 71,183 | | | |
Smith's Landing | | 15,997 | | | | 4.05 | % | | | | June 1, 2035 | | 384 | | | |
Liberty Apartments | | 13,414 | | | | 5.66 | % | | | | November 1, 2043 | | 90 | | | |
Edison Apartments | | 15,747 | | | | 5.30 | % | | | | December 1, 2044 | | 100 | | | |
The Cosmopolitan | | 41,670 | | | | 3.35 | % | | | | July 1, 2051 | | 187 | | | |
Total secured debt | | $ | 878,108 | | | | | | | | | | $ | 741,912 | | | |
Unsecured debt | | | | | | | | | | | | | |
Senior unsecured revolving credit facility | | $ | 82,000 | | | LIBOR+ | 1.30%-1.85% | | 3.29 | % | | January 24, 2024 | | $ | 82,000 | | | |
Senior unsecured term loan | | 19,500 | | | LIBOR+ | 1.25%-1.80% | | 3.24 | % | | January 24, 2025 | | 19,500 | | | |
Senior unsecured term loan | | 185,500 | | | LIBOR+ | 1.25%-1.80% | | 1.95%-4.47% | (c) | January 24, 2025 | | 185,500 | | | |
Total unsecured debt | | 287,000 | | | | | | | | | | 287,000 | | | |
Total principal balances | | $ | 1,165,108 | | | | |
| | | | | $ | 1,028,912 | | | |
Other notes payable(h) | | 9,204 | | | | | | | | | | | | |
Unamortized GAAP adjustments | | (9,599) | | | | | | | | | | | | |
Loans reclassified to liabilities related to assets held for sale, net | | (84,049) | | | | | | | | | | | | |
Indebtedness, net | | $ | 1,080,664 | | | | | | | | | | | | |
_______________________________________(a) LIBOR, SOFR, and BSBY are determined by individual lenders.
(b) Cross collateralized.
(c) Includes debt subject to interest rate swap locks.
(d) Cross collateralized.
(e) Cross collateralized.
(f) Includes debt subject to designated interest rate caps.
(g) Secured by real estate held for sale as of June 30, 2022. On July 22, 2022, we sold the property securing this loan and repaid the loan in full.
(h) Represents the fair value of additional ground lease payments at 1405 Point over the approximately 42-year remaining lease term and an
earn-out liability for the Gainesville development project.
As of June 30, 2022, we are in compliance with all loan covenants on our outstanding indebtedness. The lease-up requirement previously stipulated by the syndicated loan secured by Wills Wharf was satisfied as a result of a new lease executed during the three months ended June 30, 2022. As a result, the $4.3 million of cash previously restricted on this property has been unrestricted.
As of June 30, 2022, our principal payments during the following years are as follows ($ in thousands):
| | | | | | | | | | | | | | | | | |
Year(1) | | Amount Due | | Percentage of Total |
2022 (excluding six months ended June 30, 2022) | | $ | 15,043 | | | 1 | % |
2023 | | 159,084 | | | 14 | % |
2024 | | 187,106 | | | 16 | % |
2025 | | 246,368 | | | 21 | % |
2026 | | 321,012 | | | 28 | % |
Thereafter | | 236,495 | | | 20 | % |
Total | | $ | 1,165,108 | | | 100 | % |
________________________________________
(1) Does not reflect the effect of any maturity extension options.
Interest Rate Derivatives
As of June 30, 2022, we were party to the following LIBOR (to be transitioned to SOFR and BSBY), SOFR, and BSBY interest rate cap agreements ($ in thousands):
| | | | | | | | | | | | | | | | | | | | | | |
Effective Date | | Maturity Date | | Strike Rate | | Notional Amount | | |
7/1/2020 | | 7/1/2023 | | 0.50% (LIBOR) | (a) | $ | 100,000 | | | |
11/1/2020 | | 11/1/2023 | | 1.84% (SOFR) | | 84,375 | | | |
2/2/2021 | | 2/1/2023 | | 0.50% (LIBOR) | | 100,000 | | | |
3/4/2021 | | 4/1/2023 | | 2.50% (LIBOR) | | 14,479 | | | |
5/5/2021 | | 5/1/2023 | | 0.50% (LIBOR) | (a) | 50,000 | | | |
5/5/2021 | | 5/1/2023 | | 0.50% (LIBOR) | (a) | 35,100 | | | |
6/16/2021 | | 7/1/2023 | | 0.50% (LIBOR) | (a) | 100,000 | | | |
1/11/2022 | | 2/1/2024 | | 4.00% (BSBY) | | 175,000 | | | |
4/7/2022 | | 2/1/2024 | | 1.00%-3.00% (BSBY) | (b) | 175,000 | | | |
9/1/2022 | | 9/1/2024 | | 1.00%-3.00% (SOFR) | (b)(c) | 73,562 | | | |
Total | | | | | | $ | 907,516 | | | |
________________________________________
(a) Subsequent to June 30, 2022, we modified and extended these interest rate caps. See Note 15 to our condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q for additional information regarding these transactions.
(b) We purchased interest rate caps at 1.00% and sold interest rate caps at 3.00%, resulting in interest rate cap corridors of 1.00% and 3.00%. The intended goal of these corridors is to provide a level of protection from the effect of rising interest rates and reduce the all-in cost of the derivative instrument.
(c) We purchased this interest rate cap corridor during the three months ended June 30, 2022 with an effective date of September 1, 2022. The notional amount represents the maximum notional amount that will eventually be in effect. The
notional amount is scheduled to increase over the term of the corridor in accordance with projected borrowings on the associated loan.
As of June 30, 2022, we held the following interest rate swap agreements ($ in thousands):
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Related Debt | | Notional Amount | | | Index | | Swap Fixed Rate | | Debt effective rate | | Effective Date | | Expiration Date |
Senior unsecured term loan | | $ | 50,000 | | | | 1-month LIBOR | | 2.26 | % | | 3.71 | % | | 4/1/2019 | | 10/26/2022 |
Senior unsecured term loan | | 50,000 | | | | 1-month LIBOR | | 2.78 | % | | 4.23 | % | | 5/1/2018 | | 5/1/2023 |
249 Central Park Retail, South Retail, and Fountain Plaza Retail | | 33,115 | | | | 1-month LIBOR | | 2.25 | % | | 3.85 | % | | 4/1/2019 | | 8/10/2023 |
Senior unsecured term loan | | 10,500 | | | | 1-month LIBOR | | 3.02 | % | | 4.47 | % | | 10/12/2018 | | 10/12/2023 |
Senior unsecured term loan | | 25,000 | | | | 1-month LIBOR | | 0.50 | % | | 1.95 | % | | 4/1/2020 | | 4/1/2024 |
Senior unsecured term loan | | 25,000 | | | | 1-month LIBOR | | 0.50 | % | | 1.95 | % | | 4/1/2020 | | 4/1/2024 |
Senior unsecured term loan | | 25,000 | | | | 1-month LIBOR | | 0.55 | % | | 2.00 | % | | 4/1/2020 | | 4/1/2024 |
Thames Street Wharf | | 70,044 | | | | 1-month BSBY | | 1.05 | % | | 2.35 | % | | 9/30/2021 | | 9/30/2026 |
Total | | $ | 288,659 | | | | | | | | | | | | |
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Off-Balance Sheet Arrangements
In connection with certain of our mezzanine lending activities and equity method investments, we have made guarantees to pay portions of certain senior loans of third parties associated with the development projects. The following table summarizes the guarantees made by us as of June 30, 2022 (in thousands):
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Development project | | Payment guarantee amount | | Guarantee liability |
Interlock Commercial | | $ | 37,450 | | | $ | 1,346 | |
Harbor Point Parcel 4 (a) | | 32,910 | | | 242 | |
Total | | $ | 70,360 | | | $ | 1,588 | |
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(a) As of June 30, 2022, no amounts have been funded on this senior loan.
Unfunded Loan Commitments
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our borrowers. These commitments are not reflected on the consolidated balance sheet. As of June 30, 2022, our off-balance sheet arrangements consisted of $19.3 million of unfunded commitments of our notes receivable. We have recorded a $0.5 million credit loss reserve in conjunction with the total unfunded commitments. Such commitments are subject to our borrowers’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The commitments may or may not be funded depending on a variety of circumstances including timing, credit metric hurdles, and other nonfinancial events occurring.
Cash Flows
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| | Six Months Ended June 30, | | |
| | 2022 | | 2021 | | Change |
| | (in thousands) | | |
Operating Activities | | $ | 50,407 | | | $ | 40,640 | | | $ | 9,767 | |
Investing Activities | | (86,950) | | | (31,605) | | | (55,345) | |
Financing Activities | | 72,512 | | | (6,223) | | | 78,735 | |
Net Increase (decrease) | | $ | 35,969 | | | $ | 2,812 | | | $ | 33,157 | |
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | | $ | 40,443 | | | $ | 50,430 | | | |
Cash, Cash Equivalents, and Restricted Cash, End of Period | | $ | 76,412 | | | $ | 53,242 | | | |
Net cash provided by operating activities during the six months ended June 30, 2022 increased $9.8 million compared to the six months ended June 30, 2021 primarily as a result of timing differences in operating assets and liabilities, as well as increased net operating income from the property portfolio.
During the six months ended June 30, 2022, net cash used in investing activities increased $55.3 million compared to the six months ended June 30, 2021 primarily due to the acquisition of the Exelon Building, increased development activity, decreased paydowns of mezzanine loans, and increased contributions to equity method investments. The increase was partially offset by increased disposition activity.
During the six months ended June 30, 2022, net cash provided by financing activities increased $78.7 million compared to the six months ended June 30, 2021 primarily due to an increase in net proceeds from equity issuances and higher net issuances of debt, which was partially offset by increased dividends and distributions paid.
Non-GAAP Financial Measures
We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts ("Nareit"). Nareit defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs), impairment of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures.
FFO is a supplemental non-GAAP financial measure. Management uses FFO as a supplemental performance measure because we believe that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from property dispositions which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year-over-year, captures trends in occupancy rates, rental rates, and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.
However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the Nareit definition as we do, and, accordingly, our calculation of FFO may not be comparable to such other REITs’ calculations of FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. Also, FFO should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.
We also believe that the computation of FFO in accordance with Nareit’s definition includes certain items that are not indicative of the results provided by our operating property portfolio and affect the comparability of our year-over-year performance. Accordingly, management believes that Normalized FFO is a more useful performance measure that excludes certain items, including but not limited to, debt extinguishment losses and prepayment penalties, impairment of intangible assets and liabilities, property acquisition, development and other pursuit costs, mark-to-market adjustments for interest rate derivatives not designated as cash flow hedges, certain costs for interest rate caps designated as cash flow hedges, provision for
unrealized non-cash credit losses, amortization of right-of-use assets attributable to finance leases, severance related costs, and other non-comparable items.
The following table sets forth a reconciliation of FFO and Normalized FFO for the three and six months ended June 30, 2022 and 2021 to net income, the most directly comparable GAAP measure:
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| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2022 | | 2021 | | 2022 | | 2021 |
| | (in thousands, except per share and unit amounts) |
Net income attributable to common stockholders and OP Unitholders | | $ | 27,752 | | | $ | 5,568 | | | $ | 37,041 | | | $ | 8,690 | |
Depreciation and amortization (1) | | 18,509 | | | 17,285 | | | 36,794 | | | 35,351 | |
Gain on operating real estate dispositions, net (2) | | (19,493) | | | — | | | (19,493) | | | (3,464) | |
Impairment of real estate assets | | 201 | | | — | | | 201 | | | 3,039 | |
FFO attributable to common stockholders and OP Unitholders | | 26,969 | | | 22,853 | | | 54,543 | | | 43,616 | |
Acquisition, development and other pursuit costs | | 26 | | | 32 | | | 37 | | | 103 | |
Impairment of intangible assets and liabilities | | 85 | | | 83 | | | 132 | | | 83 | |
Loss on extinguishment of debt | | 618 | | | — | | | 776 | | | — | |
Unrealized credit loss provision | | 295 | | | 388 | | | 900 | | | 333 | |
Amortization of right-of-use assets - finance leases | | 277 | | | 278 | | | 555 | | | 467 | |
Change in fair value of derivatives not designated as cash flow hedges and other | | (2,548) | | | (314) | | | (6,730) | | | (707) | |
Amortization of interest rate cap premiums on designated cash flow hedges | | 481 | | | 59 | | | 523 | | | 117 |
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Normalized FFO available to common stockholders and OP Unitholders | | $ | 26,203 | | | $ | 23,379 | | | $ | 50,736 | | | $ | 44,012 | |
Net income attributable to common stockholders and OP Unitholders per diluted share and unit | | $ | 0.31 | | | $ | 0.07 | | | $ | 0.42 | | | $ | 0.11 | |
FFO attributable to common stockholders and OP Unitholders per diluted share and unit | | $ | 0.31 | | | $ | 0.28 | | | $ | 0.62 | | | $ | 0.54 | |
Normalized FFO attributable to common stockholders and OP Unitholders per diluted share and unit | | $ | 0.30 | | | $ | 0.29 | | | $ | 0.58 | | | $ | 0.54 | |
Weighted average common shares and units - diluted | | 88,331 | | | 81,262 | | | 88,042 | | | 80,771 | |
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(1) The adjustment for depreciation and amortization for the three and six months ended June 30, 2022 excludes $0.3 million and $0.5 million, respectively, of depreciation attributable to our joint venture partners. |
(2) The adjustment for gain on operating real estate dispositions for the six months ended June 30, 2021 excludes the gain on sale of easement rights on a non-operating parcel. |
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements that have been prepared in accordance with GAAP. The preparation of these financial statements requires us to exercise our best judgment in making estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates on an ongoing basis, based upon then-currently available information. Actual results could differ from these estimates. We discuss the accounting policies and estimates that are most critical to understanding our reported financial results in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the Company's market risk since December 31, 2021. For a discussion of the Company's exposure to market risk, refer to the Company's market risk disclosure set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the rules and regulations of the SEC and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures as of June 30, 2022, the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer have concluded, as of June 30, 2022, that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in reports filed or submitted under the Exchange Act: (i) is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
There have been no changes to our internal control over financial reporting during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
We are not currently a party, as plaintiff or defendant, to any legal proceedings that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition, or results of operations if determined adversely to us. We may be subject to ongoing litigation relating to our portfolio and the properties comprising our portfolio, and we expect to otherwise be party from time to time to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of our business.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
Issuer Purchases of Equity Securities
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Compensation of Chief Financial Officer, Treasurer and Corporate Secretary
On August 5, 2022, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved new compensatory arrangements for Matthew T. Barnes-Smith, our Chief Financial Officer, Treasurer and Corporate Secretary. As a result of the new compensatory arrangements, Mr. Barnes-Smith’s base salary is now $300,000 per year. The Compensation Committee also approved compensation arrangements for Mr. Barnes-Smith pursuant to our short-term incentive program (the “STIP”). As previously disclosed, payouts under the STIP are based on us achieving certain threshold, target and maximum levels of corporate and individual performance metrics. Under the STIP, Mr. Barnes-Smith will be entitled to receive the following cash bonus payout at threshold, target and maximum performance: (1) $65,000 (Threshold), (2) $100,000 (Target) and (3) $135,000 (Maximum). Under the STIP, Mr. Barnes-Smith will be entitled to receive the following restricted stock awards under our Amended and Restated 2013 Equity Incentive Plan at threshold, target and maximum performance: (1) $65,000 (Threshold), (2) $100,000 (Target) and (3) $135,000 (Maximum). The Compensation Committee also approved a monthly automobile allowance (including automobile insurance and gas) for Mr. Barnes-Smith in the amount of $1,950.
Executive Severance Benefit Plan
On August 5, 2022, the Compensation Committee also approved changes to our previously disclosed Executive Severance Benefit Plan (the “Severance Plan”), in which our named executive officers participate. The Severance Plan provides three levels of benefits; Tier I, Tier II and Tier III. The Compensation Committee approved the designation of Mr. Barnes-Smith as a Tier III participant under the Severance Plan and approved the designation of Shawn J. Tibbetts, our Chief Operating Officer, as a Tier II participant under the Severance Plan. Mr. Tibbetts previously was designated as Tier III participant under the Severance Plan. See “Potential Payments Upon Termination or Change in Control” in our definitive Proxy Statement, dated April 22, 2022, for further information regarding the Severance Plan.
Item 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference (as applicable) as part of this Quarterly Report on Form 10-Q.
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Exhibit No. | | Description |
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101* | | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheet, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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104* | | Cover page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL. |
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* | | Filed herewith |
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** | | Furnished herewith |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| ARMADA HOFFLER PROPERTIES, INC. |
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Date: August 5, 2022 | /s/ Louis S. Haddad |
| Louis S. Haddad |
| President and Chief Executive Officer |
| (Principal Executive Officer) |
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Date: August 5, 2022 | /s/ Matthew T. Barnes-Smith |
| Matthew T. Barnes-Smith |
| Chief Financial Officer, Treasurer and Corporate Secretary |
| (Principal Accounting and Financial Officer) |