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8-K - 3Q16 EARNINGS RELEASE - PREFERRED APARTMENT COMMUNITIES INCa8-k3q16earningsrelease.htm


Preferred Apartment Communities, Inc. Reports Results for Third Quarter 2016

Atlanta, GA, October 31, 2016

Preferred Apartment Communities, Inc. (NYSE: APTS) ("we", "our", the "Company" or "Preferred Apartment Communities") today reported results for the quarter ended September 30, 2016. Unless otherwise indicated, all per share results are reported based on the basic weighted average shares of Common Stock and Class A Units of the Company's operating partnership ("Class A Units") outstanding.

"We had a superb third quarter with all areas of our business performing exceptionally well. We believe these results reflect our strategy to acquire and manage multifamily communities in large metropolitan areas that are not considered gateway cities" said John A. Williams, Preferred Apartment Communities' Chairman and Chief Executive Officer. Leonard A. Silverstein, Preferred Apartment Communities' President and Chief Operating Officer, added "The strength of our third quarter results also reflects our continued focus on Core FFO operating metrics."
Highlights of the Third Quarter 2016

During the third quarter 2016, we acquired a 290-unit multifamily community located in Jacksonville, Florida and converted our City Vista real estate loan into an approximate 96% ownership interest in a joint venture which owns the underlying 272-unit multifamily community located in Pittsburgh, Pennsylvania. We also acquired eight grocery-anchored shopping centers located in Georgia, Florida, Texas, and North Carolina, comprising approximately 952,000 aggregate square feet of gross leasable area and a nine-story, 169,500 square foot class A office building located in Birmingham, Alabama.

During the third quarter 2016, we closed on a real estate investment loan of up to approximately $21.1 million in support of a proposed 271-unit multifamily community to be located in Birmingham, Alabama and a land loan of up to $4.0 million in partial support of a proposed 224-unit multifamily community to be located in Fort Myers, Florida.

With the closing of the acquisitions referenced above, as of September 30, 2016 we owned 24 multifamily communities consisting of an aggregate of 8,049 units, one 219-unit student housing community, one class A office building comprising 169,500 square feet, and 30 grocery-anchored shopping centers comprising an aggregate of approximately 2,913,000 square feet of gross leasable area. Upon completion of all the projects partially financed by our real estate loan portfolio and if we were to acquire all of the underlying properties, we would own 21 additional multifamily communities, comprising an aggregate of 4,902 units, including seven student housing communities comprising an aggregate of 4,806 beds in 1,542 units, and one additional retail shopping center comprising approximately 212,800 square feet of gross leasable area. We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties.

Financial Highlights
Our operating results are presented below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30,
 
 
 
Nine months ended September 30,
 
 
 
 
 
2016
 
2015
 
% change
 
2016
 
2015
 
% change
 
 
Revenues
$
53,537,337

 
$
29,955,693

 
78.7
 %
 
$
141,127,062

 
$
75,389,035

 
87.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Per share data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss (1)
$
(0.56
)
 
$
(0.31
)
 
(80.6
)%
 
$
(1.45
)
 
$
(0.65
)
 
(123.1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FFO (2)
$
0.31

 
$
0.16

 
93.8
 %
 
$
0.66

 
$
0.53

 
24.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core FFO (2)
$
0.38

 
$
0.32

 
18.8
 %
 
$
0.99

 
$
0.82

 
20.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends (3)
$
0.2025

 
$
0.18

 
12.5
 %
 
$
0.5975

 
$
0.535

 
11.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Core Funds From Operations Attributable to Common Stockholders and Unitholders("Core FFO"), which we previously referred to as Normalized Funds From Operations, excludes acquisition costs and certain other costs not representative of our ongoing operations.

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

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 1



(2) FFO and Core FFO are presented per weighted average share of Common Stock and Class A Unit in our Operating Partnership outstanding for the periods indicated.
(3) Per share of Common Stock and Class A Unit outstanding.

For the third quarter 2016, our Core FFO payout ratio to our Common Stockholders and Unitholders was approximately 54.5% and our AFFO payout ratio to Common Stockholders and Unitholders was approximately 91.5%. (1) 

For the third quarter 2016, our Core FFO payout ratio (before the deduction of preferred dividends) to our Series A Preferred Stockholders was approximately 53.7% and our AFFO payout ratio (before the deduction of preferred dividends) to our Series A Preferred Stockholders was approximately 66.1%. (1) 

Adjusted Funds From Operations Attributable to Common Stockholders and Unitholders, or AFFO, was $0.90 per share for the nine months ended September 30, 2016, an increase of 21.6% from $0.74 per share for the same 2015 period. AFFO is calculated after deductions for all preferred dividends. AFFO was $0.22 per share for the third quarter 2016, no change from $0.22 per share for the third quarter 2015.

At September 30, 2016, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 58.6%.

Cash flow from operations for the third quarter 2016 was approximately $21.0 million, an increase of approximately $11.1
million, or 112.3%, compared to approximately $9.9 million for the third quarter 2015.

Subsequent to Quarter End

On October 18, 2016, we acquired a grocery-anchored shopping center located in Houston, Texas comprising approximately 383,100 square feet of gross leasable area,

(1) We calculate the Core FFO and AFFO payout ratios to Common Stockholders and Unitholders as the ratio of Common Stock dividends and distributions to Unitholders to Core FFO or AFFO, respectively. We calculate the Core FFO and AFFO payout ratios to Series A Preferred Stockholders as the ratio of Preferred Stock dividends to the sum of Preferred Stock dividends and Core FFO or AFFO, respectively. Since our operations resulted in a net loss for the periods presented, a payout ratio based on net loss is not calculable. See Definitions of Non-GAAP Measures on page S-12.

Same Store Operations

The following table presents the percentage change in same store multifamily gross revenues, operating expenses and net operating income for the third quarter 2016 versus the third quarter 2015. Our same store property operating results exclude any properties that are not comparable for the periods presented.

 
 
 
 
 
 
 
 
 
 
Year over year growth
 
 
 
Three months ended September 30, 2016 versus 2015
 
 
 
Gross Revenues
 
Operating Expenses
 
Net Operating Income
 
 
 
 
 
 
 
 
 
 
Multifamily
2.2
%
 
0.9
%
 
3.3
%
 
 
 
 
 
 
 
 
 

Liquidity and Balance Sheet

Total Assets

As of September 30, 2016, our total assets were approximately $2.1 billion compared to approximately $1.1 billion as of September 30, 2015, an increase of approximately $1.0 billion, or approximately 92.5%. This growth was driven almost entirely by property acquisitions and new real estate loans.


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 2



Capital Markets Activities

During third quarter 2016, we issued and sold 120,672 Units, with each Unit consisting of one share of our Series A Redeemable Preferred Stock and one Warrant to purchase up to 20 shares of our Common Stock, under our existing $900 million Unit offering (the "$900 Million Unit Offering"), resulting in gross proceeds of approximately $120.5 million. In addition, during third quarter 2016, we issued 700,800 shares of common stock pursuant to the exercise of warrants issued under our $900 Million Unit Offering and our expired $150 million Unit offering, resulting in aggregate gross proceeds of approximately $7.8 million.

On June 9, 2016, the Company filed a registration statement on Form S-3 (Registration No. 333-211924) (the "Third Series A Registration Statement").  This registration statement, once effective, will allow us to offer up to a maximum of 2,000,000 Units. On October 5, 2016 the Board of Directors of the Company approved an extension of our $900 Million Unit Offering from October 11, 2016 to the earlier of: (1) the sale of all Units in the $900 Million Unit Offering; (2) the effectiveness of the Third Series A Registration Statement; and (3) April 7, 2017.

On July 18, 2016, the Company filed a prospectus for its registration statement on Form S-3 (Registration No. 333-211178) to issue and sell up to $150 million of Common Stock from time to time in an "at the market" offering (the "ATM Offering") through JonesTrading Institutional Services LLC, FBR Capital Markets & Co, and Canaccord Genuity Inc, as its sales agents. The Company intends to use any proceeds from the ATM Offering to (a) repay outstanding amounts under our existing senior secured revolving credit facility and (b) for other general corporate purposes, which includes making investments in accordance with the Company's investment objectives. During the third quarter 2016, we issued and sold 197,256 shares of our Common Stock for gross proceeds of approximately $2.9 million.

Dividends

Quarterly Dividends on Common Stock and Class A OP Units

On August 4, 2016, we declared a quarterly dividend on our Common Stock of $0.2025 per share for third quarter 2016. This represents a 12.5% increase in our common stock dividend from our third quarter 2015 common stock dividend of $0.18 per share, and an annualized dividend growth rate of 11.9% since June 30, 2011, the first quarter end following our initial public offering in April 2011. The third quarter dividend was paid on October 14, 2016 to all stockholders of record on September 15, 2016. In conjunction with the Common Stock dividend, the Company's operating partnership declared a distribution on its Class A Units of $0.2025 per unit for third quarter 2015, which was paid on or around October 14, 2016 to all Class A Unit holders of record as of September 15, 2016.

Monthly Dividends on Series A Redeemable Preferred Stock

We declared and paid monthly dividends of $5.00 per share on our Series A Redeemable Preferred Stock, which totaled approximately $11.0 million for the three-month period ended September 30, 2016 and represents a 6% annual yield.

Conference Call and Supplemental Data

Preferred Apartment Communities will hold its quarterly conference call on Tuesday, November 1, 2016 at 11:00 a.m. Eastern Time to discuss its third quarter 2016 results. To participate in the conference call, please dial in to the following:


Live Conference Call Details
Domestic Dial-in Number: (800) 860-2442
International Dial-in Number: (412) 858-4600
Company: Preferred Apartment Communities, Inc.
Date: Tuesday, November 1, 2016
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)

The live broadcast of Preferred Apartment Communities' third quarter conference call will be available online, on a listen-only basis, at the company's website, www.pacapts.com, under "Investors" and then click on the "Upcoming Events" link. A replay of the call will be archived on Preferred Apartment Communities' website under Investors/Audio Archive.


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 3



2016 Guidance:  

Net income (loss) per share - We are actively adding properties and real estate loans to our real estate portfolio and the specific timing of the closing of acquisitions is difficult to predict. Such activity by nature can cause material variation in our reported acquisition costs, depreciation and amortization expense, and interest revenue. Since net income (loss) per share is calculated net of acquisition costs and depreciation and amortization expense, our net income (loss) results can fluctuate widely. For this reason, we are unable to reasonably forecast this measure or provide a reconciliation of our projected core FFO per share to this measure.
Core FFO per share - We currently project Core FFO to be in the range of $1.28 - $1.30 per share for the full year 2016.
Revenue - We currently project total revenues to be in the range of $190 million - $205 million for the full year 2016.

Core FFO, AFFO and FFO are all calculated after deductions for all preferred stock dividends. A reconciliation of net income (loss) attributable to common stockholders to Core FFO, AFFO and FFO appears on pages S-2 and S-3 of this report, as well as on the Company's website and is available using the following link:

http://investors.pacapts.com/download/3Q16_Earnings_and_Supplemental_Data.pdf.

Forward-Looking Statements

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

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

We refer you to the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the twelve months ended December 31, 2015 that was filed with the Securities and Exchange Commission, or SEC, on March 14, 2016, which discusses various factors that could adversely affect our financial results. Such risk factors and information may have been updated or supplemented by our Form 10-Q and Form 8-K filings and other documents filed after March 14, 2016 and from time to time with the SEC.

Additional Information

The SEC has declared effective the registration statement (including prospectus) filed by the Company for each of the offerings to which this communication may relate. Before you invest, you should read the final prospectus, and any prospectus supplements, forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering to which this communication may relate. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement to which this communication may relate. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively the Company or its dealer manager, International Assets Advisory, LLC (with respect to the Follow-On Offering), or its sales agents, JonesTrading Institutional Services LLC, FBR

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 4



Capital Markets & Co., and Canaccord Genuity Inc. (with respect to the ATM Offering), will arrange to send you the prospectus if you request it by calling Leonard A. Silverstein at (770) 818-4100, or writing to 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.

The final prospectus for the Follow-On Offering, dated October 11, 2013, can be accessed through the following link: http://www.sec.gov/Archives/edgar/data/1481832/000148183213000128/a424b3prospectus900m.htm

The prospectus and base prospectus for the ATM Offering, dated July 18, 2016 and May 17, 2016, respectively, can be accessed through the following link: https://www.sec.gov/Archives/edgar/data/1481832/000148183216000152/atmprospectus.htm


For further information:     
        
Leonard A. Silverstein, President and Chief Operating Officer
Preferred Apartment Communities, Inc.
lsilverstein@pacapts.com         
+1-770-818-4147

                        

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | 5



Preferred Apartment Communities, Inc.
Consolidated Statements of Operations
(Unaudited)
 
 
Three months ended September 30,
 
 
2016
 
2015
Revenues:
 
 
 
 
Rental revenues
 
$
37,319,207

 
$
19,442,628

Other property revenues
 
5,221,887

 
2,558,185

Interest income on loans and notes receivable
 
7,194,742

 
5,909,907

 
 
3,801,501

 
2,044,973

Total revenues
 
53,537,337

 
29,955,693

 
 
 
 
 
Operating expenses:
 
 
 
 
Property operating and maintenance
 
5,504,848

 
3,097,080

Property salary and benefits reimbursement to related party
2,808,402

 
1,688,347

Property management fees
1,724,411

 
857,294

Real estate taxes
 
4,789,085

 
2,506,885

General and administrative
 
1,144,256

 
632,164

Equity compensation to directors and executives
638,414

 
593,417

Depreciation and amortization
 
21,664,363

 
10,536,486

Acquisition and pursuit costs
1,036,171

 
1,783,708

Acquisition fees to related parties
 
321,366

 
1,541,250

Asset management fees to related party
 
3,759,084

 
1,908,742

Insurance, professional fees, and other expenses
 
1,338,343

 
1,062,687

 
 
 
 
 
Total operating expenses
 
44,728,743

 
26,208,060

Contingent asset management and general and administrative expense fees
(736,960
)
 
(373,360
)
 
 
 
 
 
Net operating expenses
 
43,991,783

 
25,834,700

Operating income
 
9,545,554

 
4,120,993

Interest expense
 
12,234,174

 
5,818,760

 
 
 
 
 
Net loss
 
(2,688,620
)
 
(1,697,767
)
Consolidated net loss attributable to non-controlling interests
 
86,484

 
15,289

 
 
 
 
 
Net loss attributable to the Company
 
(2,602,136
)
 
(1,682,478
)
 
 
 
 
 
Dividends declared to Series A preferred stockholders
 
(11,015,706
)
 
(5,114,126
)
Earnings attributable to unvested restricted stock
 
(6,159
)
 
(4,068
)
 
 
 
 
 
Net loss attributable to common stockholders
 
$
(13,624,001
)
 
$
(6,800,672
)
 
 
 
 
 
Net loss per share of Common Stock available to common stockholders,
 
 
 
basic and diluted
 
$
(0.56
)
 
$
(0.31
)
 
 
 
 
 
Dividends per share declared on Common Stock
 
$
0.2025

 
$
0.18

 
 
 
 
 
Weighted average number of shares of Common Stock outstanding,
 
 
 
basic and diluted
 
24,340,791

 
22,292,217


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 1



Reconciliation of FFO, Core FFO, and AFFO
to Net Loss Attributable to Common Stockholders (A)
 
 
 
 
 
 
Three months ended:
 
 
 
 
 
09/30/2016
 
09/30/2015
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders (See note 1)
$
(13,624,001
)
 
$
(6,800,672
)
 
 
 
 
 
 
 
 
Less:
Loss attributable to non-controlling interests (See note 2)
(86,484
)
 
(15,289
)
Add:
Depreciation of real estate assets
 
15,283,505

 
7,510,851

 
Amortization of acquired real estate intangible assets and deferred leasing costs
6,243,815

 
2,982,982

 
 
 
 
 
 
 
 
FFO
7,816,835

 
3,677,872

 
 
 
 
 
 
 
 
Add:
Acquisition and pursuit costs
 
 
1,357,537

 
3,324,958

 
Loan cost amortization on acquisition term note (See note 3)
26,937

 

 
Amortization of loan coordination fees paid to the Manager (See note 4)
288,127

 

 
Costs incurred from extension of management agreement with the Manager (See note 5)

 
129,279

 
 
 
 
 
 
 
 
Core FFO
9,489,436

 
7,132,109

 
 
 
 
 
 
 
 
Add:
Non-cash equity compensation to directors and executives
638,414

 
593,417

 
Amortization of loan closing costs (See note 6)
 
723,426

 
369,128

 
Depreciation/amortization of non-real estate assets
 
137,043

 
42,653

 
Net loan fees received (See note 7)
 
250,602

 
494,100

 
Deferred interest income received (See note 8)
 

 
282,620

Less:
Non-cash loan interest income (See note 7)
 
(3,950,676
)
 
(2,640,396
)
 
Abandoned pursuit costs

 
(39,657
)
 
Cash paid for loan closing costs

 
(433,195
)
 
Amortization of acquired real estate intangible liabilities (See note 9)
(643,123
)
 
(304,608
)
 
Normally recurring capital expenditures and leasing costs (See note 10)
(993,684
)
 
(462,638
)
 
 
 
 
 
 
 
 
AFFO
$
5,651,438

 
$
5,033,533

 
 
 
 
 
 
 
 
Common Stock dividends and distributions to Unitholders declared:
 
 
 
 
Common Stock dividends
 
 
$
4,992,038

 
$
4,018,249

 
Distributions to Unitholders (See note 2)
 
179,449

 
49,781

 
Total
 
 
 
$
5,171,487

 
$
4,068,030

 
 
 
 
 
 
 
 
Common Stock dividends and Unitholder distributions per share
 
$
0.2025

 
$
0.18

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

 
$
0.16

Core FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.38

 
$
0.32

AFFO per weighted average basic share of Common Stock and Unit outstanding
$
0.22

 
$
0.22

 
 
 
 
Weighted average shares of Common Stock and Units outstanding: (A)
 
 
 
 
Basic:
 
 
 
 
 
 
 
Common Stock
 
 
24,340,791

 
22,292,217

 
Class A Units
 
 
 
886,168

 
278,006

 
Common Stock and Class A Units
 
25,226,959

 
22,570,223

 
 
 
 
 
 
 
 
 
Diluted Common Stock and Class A Units (B)
 
27,032,093

 
22,953,854

 
 
 
 
 
 
 
 
Actual shares of Common Stock outstanding, including 23,247 and 22,602 unvested shares
 
 
 
 of restricted Common Stock at September 30, 2016 and 2015, respectively
24,681,281

 
22,323,804

Actual Class A Units outstanding
 
 
886,168

 
276,560

 
Total
 
 
 
25,567,449

 
22,600,364

 
 
 
 
 
 
 
 
(A) Units and Unitholders refer to Class A Units in our Operating Partnership, or Class A Units, and holders of Class A Units, respectively. Unitholders include recipients of awards of Class B Units in our Operating Partnership, or Class B Units, for annual service which became vested and earned and automatically converted to Class A Units. Unitholders also include the entity that contributed the Wade Green grocery-anchored shopping center. The Class A Units collectively represent an approximate 3.51% weighted average non-controlling interest in the Operating Partnership for the three-month period ended September 30, 2016.
(B) Since our Core FFO and AFFO results are positive for the periods reflected above, we are presenting recalculated diluted weighted average shares of Common Stock and Class A Units for these periods for purposes of this table, which includes the dilutive effect of common stock equivalents from grants of the Class B Units, warrants included in units of Series A Preferred Stock issued, as well as annual grants of restricted Common Stock. The weighted average shares of Common Stock outstanding presented on the Consolidated Statements of Operations are the same for basic and diluted for any period for which we recorded a net loss available to common stockholders.
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Loss Attributable to Common Stockholders on page S-4.

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 2



Reconciliation of FFO, Core FFO, and AFFO
to Net Loss Attributable to Common Stockholders (A)
 
 
 
 
 
 
Nine months ended:
 
 
 
 
 
09/30/2016
 
09/30/2015
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders (See note 1)
$
(34,039,743
)
 
$
(14,415,083
)
 
 
 
 
 
 
 
 
 
Loss attributable to non-controlling interests (See note 2)
(175,045
)
 
(20,712
)
Add:
Depreciation of real estate assets
 
39,006,354

 
18,951,905

 
Amortization of acquired real estate intangible assets and deferred leasing costs
15,576,868

 
7,343,400

Less:
Gain on sale of real estate
 
 
(4,271,506
)
 

 
 
 
 
 
 
 
 
FFO
16,096,928

 
11,859,510

 
 
 
 
 
 
 
 
Add:
Acquisition and pursuit costs
 
 
6,885,864

 
6,276,663

 
Loan cost amortization on acquisition term note (See note 3)
139,744

 
96,658

 
Amortization of loan coordination fees paid to the Manager (See note 4)
551,654

 

 
Costs incurred from extension of management agreement with the Manager (See note 5)
421,387

 
129,279

 
 
 
 
 
 
 
 
Core FFO
24,095,577

 
18,362,110

 
 
 
 
 
 
 
 
Add:
Non-cash equity compensation to directors and executives
1,867,706

 
1,761,268

 
Amortization of loan closing costs (See note 6)
 
1,740,411

 
973,303

 
Depreciation/amortization of non-real estate assets
 
397,843

 
114,458

 
Net loan fees received (See note 7)
 
1,374,828

 
1,038,792

 
Deferred interest income received (See note 8)
 
6,875,957

 
3,250,379

Less:
Non-cash loan interest income (See note 7)
 
(10,457,754
)
 
(6,596,366
)
 
Abandoned pursuit costs

 
(39,657
)
 
Cash paid for loan closing costs
(13,276
)
 
(529,853
)
 
Amortization of acquired real estate intangible liabilities (See note 9)
(1,714,792
)
 
(695,177
)
 
Normally recurring capital expenditures and leasing costs (See note 10)
(2,180,123
)
 
(1,012,440
)
 
 
 
 
 
 
 
 
AFFO
$
21,986,377

 
$
16,626,817

 
 
 
 
 
 
 
 
Common Stock dividends and distributions to Unitholders declared:
 
 
 
 
Common Stock dividends
 
 
$
14,200,114

 
$
11,881,325

 
Distributions to Unitholders (See note 2)
 
476,293

 
149,307

 
Total
 
 
 
$
14,676,407

 
$
12,030,632

 
 
 
 
 
 
 
 
Common Stock dividends and Unitholder distributions per share
 
$
0.5975

 
$
0.535

 
 
 
 
 
 
 
 
FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.66

 
$
0.53

Core FFO per weighted average basic share of Common Stock and Unit outstanding
$
0.99

 
$
0.82

AFFO per weighted average basic share of Common Stock and Unit outstanding
$
0.90

 
$
0.74

 
 
 
 
Weighted average shares of Common Stock and Units outstanding: (A)
 
 
 
 
Basic:
 
 
 
 
 
 
 
Common Stock
 
 
23,552,951

 
22,109,036

 
Class A Units
 
 
 
796,710

 
279,481

 
Common Stock and Class A Units
 
24,349,661

 
22,388,517

 
 
 
 
 
 
 
 
 
Diluted Common Stock and Class A Units (B)
 
25,854,478

 
22,783,909

 
 
 
 
 
 
 
 
Actual shares of Common Stock outstanding, including 23,247 and 22,602 unvested shares
 
 
 
 of restricted Common Stock at September 30, 2016 and 2015, respectively
24,681,281

 
22,323,804

Actual Class A Units outstanding
 
 
886,168

 
276,560

 
Total
 
 
 
25,567,449

 
22,600,364

 
 
 
 
 
 
 
 
(A) Units and Unitholders refer to Class A Units in our Operating Partnership, or Class A Units, and holders of Class A Units, respectively. Unitholders include recipients of awards of Class B Units in our Operating Partnership, or Class B Units, for annual service which became vested and earned and automatically converted to Class A Units. Unitholders also include the entity that contributed the Wade Green grocery-anchored shopping center. The Class A Units collectively represent an approximate 3.27% weighted average non-controlling interest in the Operating Partnership for the nine-month period ended September 30, 2016.
(B) Since our Core FFO and AFFO results are positive for the periods reflected above, we are presenting recalculated diluted weighted average shares of Common Stock and Class A Units for these periods for purposes of this table, which includes the dilutive effect of common stock equivalents from grants of the Class B Units, warrants included in units of Series A Preferred Stock issued, as well as annual grants of restricted Common Stock. The weighted average shares of Common Stock outstanding presented on the Consolidated Statements of Operations are the same for basic and diluted for any period for which we recorded a net loss available to common stockholders.
See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Loss Attributable to Common Stockholders on page S-4.
    

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 3



Notes to Reconciliation of FFO, Core FFO and AFFO to Net Loss Attributable to Common Stockholders

1)
Rental and other property revenues and expenses for the three-month period ended September 30, 2016 include activity for the two multifamily communities and eight grocery-anchored shopping centers acquired during the third quarter 2016 only from their respective dates of acquisition. In addition, the 2016 period includes a full quarter of activity for the six multifamily communities, ten grocery-anchored shopping centers and one student housing community acquired during the fourth quarters of 2015 and the first and second quarters 2016. Rental and other property revenues and expenses for the three-month period ended September 30, 2015 include activity for the two multifamily communities and two grocery-anchored shopping centers only from their respective dates of acquisition during the third quarter 2015.

2)
Non-controlling interests in our Operating Partnership consisted of a total of 886,168 Class A Units as of September 30, 2016. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with the seller's contribution to us on February 29, 2016 of the Wade Green grocery-anchored shopping center. The remaining Class A units were awarded primarily to our key executive officers. The Class A Units are apportioned a percentage of our financial results as non-controlling interests. The weighted average ownership percentage of these holders of Class A Units was calculated to be 3.51% and 1.23% for the three-month periods ended September 30, 2016 and 2015, respectively and 3.27% and 1.25% for the nine-month periods ended September 30, 2016 and 2015, respectively.

3)
We incurred loan closing costs for the acquisition of the Village at Baldwin Park multifamily community during the first quarter 2016 on our $35 million acquisition term loan facility with Key Bank National Association, or 2016 Term Loan and on our $11 million term note. These costs were deferred and are being amortized over the life of the 2016 Term Loan. We also incurred loan closing costs for the acquisition of the Avenues at Northpointe and Avenues at Cypress multifamily communities in 2015 on our $32 million acquisition term loan facility with Key Bank National Association, or 2015 Term Loan. These costs were deferred and were amortized over the life of the 2015 Term Loan until it was repaid in full on May 12, 2015. The amortization expense of these deferred costs is an additive adjustment in the calculation of Core FFO.

4)
Beginning in 2016, we pay loan coordination fees to Preferred Apartment Advisors, LLC, our Manager, related to obtaining mortgage financing for acquired properties. The portion of the loan coordination fees attributable to the financing are amortized over the lives of the respective mortgage loans, and this non-cash amortization expense is an addition to FFO in the calculation of Core FFO. At September 30, 2016, aggregate unamortized loan costs were approximately $7.5 million, which will be amortized over a weighted average remaining loan life of approximately 7.1 years.

5)
We incurred legal costs pertaining to the extension of our management agreement with our Manager. The three-year extension was effective as of June 3, 2016. Such costs are an additive adjustment to FFO in our calculation of Core FFO.

6)
We incur loan closing costs on our existing mortgage loans, which are secured on a property-by-property basis by each of our acquired multifamily communities and retail assets, and also for occasional amendments to our $135 million syndicated revolving line of credit with Key Bank National Association, or our Revolving Line of Credit. These loan closing costs are also amortized over the lives of the respective loans and the Revolving Line of Credit, and this non-cash amortization expense is an addition to Core FFO in the calculation of AFFO. Neither we nor the Operating Partnership have any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At September 30, 2016, aggregate unamortized loan costs were approximately $18.3 million, which will be amortized over a weighted average remaining loan life of approximately 6.2 years.

7)
We receive loan fees in conjunction with the origination of certain real estate loans. These fees are then recognized as revenue over the lives of the applicable loans as adjustments of yield using the effective interest method. The total fees received in excess of amortization income, after the payment of acquisition fees to our Manager are additive adjustments in the calculation of AFFO. Correspondingly, the non-cash income recognized under the effective interest method is a deduction in the calculation of AFFO. We also accrue over the lives of certain loans additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold to a third party. This non-cash income is deducted from Core FFO in the calculation of AFFO.

8)
The Company records deferred interest revenue on certain of its real estate loans. These adjustments reflect the receipt during the periods presented of interest income which was earned and accrued prior to those periods presented on various real estate loans.

9)
This adjustment reflects straight-line rent adjustments and the reversal of the non-cash amortization of below-market and above-market lease intangibles, which were recognized in conjunction with the Company’s acquisitions and which are amortized over the estimated average remaining lease terms from the acquisition date for multifamily communities and over the remaining lease terms for retail assets. At September 30, 2016, the balance of unamortized below-market lease intangibles was approximately $19.2 million, which will be recognized over a weighted average remaining lease period of approximately 9.7 years.
        
10)
We deduct from Core FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures, which totaled $1,140,891 and $1,480,968 for the three-month periods ended September 30, 2016 and 2015, respectively and $4,260,073 and $2,140,381 for the nine-month periods ended September 30, 2016 and 2015, respectively. This adjustment also deducts from Core FFO capitalized amounts for third party costs during the period to originate or renew leases in our grocery-anchored shopping centers.


See Definitions of Non-GAAP Measures beginning on page S-12.

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 4



Preferred Apartment Communities, Inc.
Consolidated Balance Sheets
(Unaudited)
 
 
 
September 30, 2016
 
December 31, 2015
 
 
 
 
 
Assets
 
 
 
 
Real estate
 
 
 
Land
 
$
260,222,888

 
$
141,729,264

Building and improvements
1,333,186,314

 
733,417,442

Tenant improvements
14,132,772

 
5,781,199

Furniture, fixtures, and equipment
125,292,571

 
86,092,408

Construction in progress
2,879,528

 
609,400

Gross real estate
1,735,714,073

 
967,629,713

Less: accumulated depreciation
(87,020,014
)
 
(48,155,874
)
Net real estate
1,648,694,059

 
919,473,839

Property held for sale

 
33,817,081

Real estate loans, net of deferred fee income
195,971,159

 
180,688,293

Real estate loans to related party, net
109,436,327

 
57,313,465

Total real estate and real estate loans, net
1,954,101,545

 
1,191,292,678

 
 
 
 
 
Cash and cash equivalents
10,462,384

 
2,439,605

Restricted cash
32,948,161

 
12,539,440

Notes receivable
14,341,875

 
18,489,247

Note receivable and revolving line of credit due from related party
20,986,537

 
19,454,486

Accrued interest receivable on real estate loans
17,669,121

 
14,294,648

Acquired intangible assets, net of amortization
49,825,572

 
19,381,473

Deferred loan costs, net of amortization
1,738,508

 
488,770

Deferred offering costs
3,809,014

 
5,834,304

Tenant receivables and other assets
17,654,353

 
11,314,382

 
 
 
 
 
Total assets
$
2,123,537,070

 
$
1,295,529,033

 
 
 
 
 
Liabilities and equity
 
 
 
Liabilities
 
 
 
Mortgage notes payable, principal amount
$
1,183,335,433

 
$
668,836,291

Less: deferred loan costs, net of amortization
(19,317,090
)
 
(8,099,517
)
Mortgage notes payable, net of deferred loan costs
1,164,018,343

 
660,736,774

Mortgage note held for sale
 

 
28,109,000

Revolving line of credit
82,000,000

 
34,500,000

Term note payable
11,000,000

 

Less: deferred loan costs, net of amortization
(67,032
)
 

Term note payable, net of deferred loan costs
10,932,968

 

Real estate loan participation obligation
19,638,232

 
13,544,160

Accounts payable and accrued expenses
25,309,813

 
12,644,818

Accrued interest payable
3,490,151

 
1,803,389

Dividends and partnership distributions payable
9,056,611

 
6,647,507

Acquired below market lease intangibles, net of amortization
19,180,354

 
9,253,450

Security deposits and other liabilities
5,161,358

 
2,836,145

Total liabilities
1,338,787,830

 
770,075,243

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
Equity
 
 
 
 
Stockholder's equity
 
 
 
Series A Redeemable Preferred Stock, $0.01 par value per share; 1,050,000
 
 
 
   shares authorized; 809,460 and 486,182 shares issued; 802,032 and 482,964
 
 
 
shares outstanding at September 30, 2016 and December 31, 2015, respectively
8,020

 
4,830

Common Stock, $0.01 par value per share; 400,066,666 shares authorized;
 
 
 
  24,658,034 and 22,761,551 shares issued and outstanding at
 
 
 
September 30, 2016 and December 31, 2015, respectively
246,580

 
227,616

Additional paid-in capital
802,559,257

 
536,450,877

Accumulated deficit
(19,384,106
)
 
(13,698,520
)
      Total stockholders' equity
783,429,751

 
522,984,803

Non-controlling interest
1,319,489

 
2,468,987

Total equity
784,749,240

 
525,453,790

 
 
 
 
 
Total liabilities and equity
$
2,123,537,070

 
$
1,295,529,033


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 5



Preferred Apartment Communities, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
Nine months ended September 30,
 
 
2016
 
2015
Operating activities:
 
 
 
 
Net loss
 
$
(5,860,631
)
 
$
(2,041,860
)
Reconciliation of net loss to net cash provided by operating activities:
 
 
 
Depreciation expense
 
39,387,351

 
19,052,639

Amortization expense
 
15,593,713

 
7,357,124

Amortization of above and below market leases
(1,118,329
)
 
(566,260
)
Deferred fee income amortization
(725,913
)
 
(580,996
)
Deferred loan cost amortization
2,431,809

 
1,069,961

(Increase) in accrued interest income on real estate loans
(3,374,473
)
 
(3,188,828
)
Equity compensation to executives, directors and consultants
1,894,710

 
1,761,268

Other
 
29,578

 
(14,807
)
Gain on sale of real estate
 
(4,271,506
)
 

Changes in operating assets and liabilities:
 
 
 
(Increase) in tenant receivables and other assets
(1,230,183
)
 
(539,565
)
Increase in accounts payable and accrued expenses
8,843,052

 
5,069,158

Increase in accrued interest payable
1,740,420

 
427,750

Increase in prepaid rents
235,035

 
237,613

Increase in security deposits and other liabilities
282,738

 
144,931

Net cash provided by operating activities
53,857,371

 
28,188,128

 
 
 
 
 
Investing activities:
 
 
 
 
Investment in real estate loans
 
(123,427,150
)
 
(83,800,145
)
Repayments of real estate loans
 
36,672,482

 
18,772,024

Notes receivable issued
 
(8,730,166
)
 
(5,805,972
)
Notes receivable repaid
 
12,895,101

 
9,897,319

Note receivable issued to and draws on line of credit by related party
(25,821,121
)
 
(12,869,093
)
Repayments of line of credit by related party
23,791,676

 
8,514,582

Acquisition fees received on real estate loans
2,695,961

 
2,126,913

Acquisition fees paid on real estate loans
(1,374,828
)
 
(1,063,456
)
Acquisition fees paid to real estate loan participants

 
(24,665
)
Acquisition of properties
 
(740,597,973
)
 
(311,936,810
)
Disposition of properties, net
 
10,606,386

 

Additions to real estate assets - improvements
(7,613,065
)
 
(3,007,537
)
Proceeds from sale of fixed assets
10,000

 

Deposits paid on acquisitions
 
(3,128,370
)
 
(1,519,269
)
Decrease in restricted cash
(9,070,073
)
 
(4,998,076
)
Net cash used in investing activities
(833,091,140
)
 
(385,714,185
)
 
 
 
 
 
 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from mortgage notes payable
479,494,000

 
204,555,500

Payment for mortgage debt
(7,748,011
)
 
(2,553,190
)
Payments for deposits and other mortgage loan costs
(15,400,974
)
 
(3,240,080
)
Proceeds from real estate loan participants
5,575,484

 
4,134,882

Proceeds from lines of credit
 
357,136,020

 
165,900,000

Payments on lines of credit
 
(309,636,020
)
 
(161,700,000
)
Proceeds from term loan
 
46,000,000

 
32,000,000

Repayment of the term loan
 
(35,000,000
)
 
(32,000,000
)
Proceeds from sales of Units, net of offering costs and redemptions
287,830,612

 
173,466,135

Proceeds from sales of Common Stock
2,810,156

 
5,381,848

Proceeds from exercises of warrants
19,831,294

 
1,236,437

Common stock dividends paid
 
(13,523,075
)
 
(11,560,512
)
Preferred stock dividends paid
 
(26,735,870
)
 
(11,453,618
)
Distributions to non-controlling interests
(350,079
)
 
(124,905
)
Payments for deferred offering costs
(3,476,989
)
 
(1,582,886
)
Contribution from non-controlling interests

450,000

 

Net cash provided by financing activities
787,256,548

 
362,459,611

 
 
 
 
Net increase in cash and cash equivalents
8,022,779

 
4,933,554

Cash and cash equivalents, beginning of period
2,439,605

 
3,113,270

Cash and cash equivalents, end of period
$
10,462,384

 
$
8,046,824


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 6



Real Estate Loans
 
 
 
 
Total units upon
 
Loan balance at September 30,
 
Total loan
 
Purchase option window
 
Purchase option price
Project/Property
(1) 
Location
 
completion
 
2016 (2)
 
 commitments
 
Begin
 
End
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Haven West
(3) 
Atlanta, GA
 

 
$
6,784,167

 
$
6,940,795

 

 

 
$
26,138,466

Haven 12
(4) 
Starkville, MS
 
152

 
5,815,849

 
6,116,384

 
9/1/2017

 
11/30/2017

 
(5) 
Founders' Village
(6) 
Williamsburg, VA
 
247

 
9,866,000

 
10,346,000

 
2/1/2017

 
5/31/2017

 
$
44,266,000

Encore
(6) 
Atlanta, GA
 
340

 
10,958,200

 
10,958,200

 
1/8/2018

 
5/8/2018

 
(5) 
Encore Capital
 
Atlanta, GA
 

 
6,564,124

 
9,758,200

 
N/A

 
N/A

 
N/A
Palisades
(6) 
Northern VA
 
304

 
16,070,000

 
17,270,000

 
3/1/2017

 
7/31/2017

 
(5) 
Fusion
 
Irvine, CA
 
280

 
48,396,901

 
59,052,583

 
1/1/2018

 
4/1/2018

 
(5) 
Green Park
(6) 
Atlanta, GA
 
310

 
13,180,052

 
13,464,372

 
11/1/2017

 
2/28/2018

 
(5) 
Stadium Village
 (6,7) 
Atlanta, GA
 
198

 
13,329,868

 
13,424,995

 
9/1/2017

 
11/30/2017

 
(5) 
Summit Crossing III
 
Atlanta, GA
 
172

 
7,246,400

 
7,246,400

 
8/1/2017

 
11/30/2017

 
(5) 
Overture
 
Tampa, FL
 
180

 
5,992,592

 
6,920,000

 
1/1/2018

 
5/1/2018

 
(5) 
Aldridge at Town Village
 
Atlanta, GA
 
300

 
10,427,956

 
10,975,000

 
11/1/2017

 
2/28/2018

 
(5) 
18 Nineteen
(8) 
Lubbock, TX
 
217

 
15,496,602

 
15,598,352

 
10/1/2017

 
12/31/2017

 
(5) 
Haven South
(9) 
Waco, TX
 
250

 
15,186,370

 
15,455,668

 
10/1/2017

 
12/31/2017

 
(5) 
Haven46
(10) 
Tampa, FL
 
158

 
7,146,862

 
9,819,662

 
11/1/2018

 
1/31/2019

 
(5) 
Bishop Street
(11) 
Atlanta, GA
 
232

 
10,906,611

 
12,693,457

 
10/1/2018

 
12/31/2018

 
(5) 
Dawson Marketplace
(12) 
Atlanta, GA
 

 
12,343,718

 
12,857,005

 
12/16/2017

 
12/15/2018

 
(13) 
Hidden River
 
Tampa, FL
 
300

 
4,734,960

 
4,734,960

 
9/1/2018

 
12/31/2018

 
(5) 
Hidden River Capital
 
Tampa, FL
 

 
4,527,161

 
5,380,000

 
N/A

 
N/A

 
N/A
CityPark II
 
Charlotte, NC
 
200

 
3,364,800

 
3,364,800

 
5/1/2018

 
8/31/2018

 
(5) 
CityPark II Capital
 
Charlotte, NC
 

 
3,254,444

 
3,916,000

 
N/A

 
N/A

 
N/A
Crescent Avenue
(14) 
Atlanta, GA
 

 
6,000,000

 
6,000,000

 
N/A

 
N/A

 
N/A
Haven Northgate
(15) 
College Station, TX
 
427

 
39,082,506

 
64,678,549

 
10/1/2018

 
12/31/2018

 
(5) 
Lubbock II
(16) 
Lubbock, TX
 
140

 
7,382,840

 
9,357,171

 
11/1/2018

 
1/31/2019

 
(5) 
Fort Myers
 
Fort Myers, FL
 
224

 
3,538,936

 
4,000,000

 
N/A

 
N/A

 
N/A
Park 35
 
Birmingham, AL
 
271

 
19,371,924

 
21,060,000

 
(17) 
 
(17) 
 
(5) 
 
 
 
 
4,902

 
306,969,843

 
$
361,388,553

 
 
 
 
 
 
Unamortized loan origination fees
 
 
 
(1,562,357
)
 
 
 
 
 
 
 
 
Carrying amount
 
 
 
 
 
$
305,407,486

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1 
) 
All loans pertain to developments of multifamily communities, except as otherwise indicated.
(2 
) 
Loan balances presented are principal amounts due.
 
(3 
) 
Real estate loan in support of a completed 160-unit, 568-bed student housing community adjacent to the campus of the University of West Georgia. On August 1, 2016, we terminated the purchase option on the community.
(4 
) 
Real estate loan in support of a completed 152-unit, 536-bed student housing community adjacent to the campus of Mississippi State University.
(5 
) 
The purchase price is to be calculated based upon market cap rates at the time of exercise of the purchase option, with discounts ranging from between 20 and 60 basis points, depending on the loan, plus adjustments, if any.
(6 
) 
Loan balance includes 25% loan participation by an unrelated third party syndicate of lenders, except for our Encore loan, which includes a 49% loan participation as of September 26, 2016.
(7 
) 
Real estate loan in support of a completed 198-unit, 792-bed student housing community adjacent to the campus of Kennesaw State University in Atlanta, Georgia.
(8 
) 
Real estate loan of up to approximately $15.6 million in support of a planned 217-unit, 732-bed student housing community adjacent to the campus of Texas Tech University.
(9 
) 
Real estate loan in support of a planned 250-unit, 840-bed student housing community adjacent to the campus of Baylor University.
(10 
) 
On March 29, 2016, our bridge loan was converted to a real estate loan in support of a planned 158-unit, 542-bed student housing community adjacent to the campus of the University of South Florida.
(11 
) 
On February 18, 2016, our bridge loan was converted to a real estate loan in support of a planned multifamily community in Atlanta, Georgia.
(12 
) 
Real estate loan in support of a planned approximate 200,000 square foot retail center in the Atlanta, Georgia market.
(13 
) 
Includes 10 purchase options to acquire a tract and 14 outlots with a purchase price at a 20 basis point discount to market.
(14 
) 
Bridge loan in support of a proposed multi-use property in Atlanta, Georgia.
 
(15 
) 
Senior loan in support of a planned 427-unit, 808-bed student housing community adjacent to the campus of Texas A&M University.
(16 
) 
Real estate loan of up to approximately $9.4 million in support of a planned 140-unit, 556-bed second phase student housing community adjacent to the campus of Texas Tech University.
(17 
) 
Option window commences 60 days following achievement of 93% stabilization and expires 60 days from that date.

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 7



Multifamily Communities
 
 
 
 
 
 
 
 
Three months ended September 30, 2016
Property
 
Location
 
Number of units
 
Average unit size (sq. ft.)
 
Average occupancy
 
Average rent per unit
 
 
 
 
 
 
 
 
 
 
 
Ashford Park
 
Atlanta, GA
 
408

 
1,008

 
96.9
%
 
$
1,195

Lake Cameron
 
Raleigh, NC
 
328

 
940

 
96.9
%
 
$
919

McNeil Ranch
 
Austin, TX
 
192

 
1,071

 
92.6
%
 
$
1,240

Stone Rise
 
Philadelphia, PA
 
216

 
1,079

 
94.7
%
 
$
1,448

Enclave at Vista Ridge
 
Dallas, TX
 
300

 
1,079

 
94.8
%
 
$
1,146

Stoneridge Farms
 
Nashville, TN
 
364

 
1,153

 
96.1
%
 
$
1,026

Vineyards
 
Houston, TX
 
369

 
1,122

 
90.5
%
 
$
1,123

Avenues at Cypress
 
Houston, TX
 
240

 
1,166

 
97.2
%
 
$
1,380

Avenues at Northpointe
 
Houston, TX
 
280

 
1,154

 
93.7
%
 
$
1,359

Aster at Lely Resort
 
Naples, FL
 
308

 
979

 
94.0
%
 
$
1,342

Venue at Lakewood Ranch
 
Sarasota, FL
 
237

 
1,001

 
94.3
%
 
$
1,568

 
 
 
 
 
 
 
 
 
 
 
Total/Avg PAC Same Store
 
 
 
3,242

 
 
 
94.7
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Summit Crossing
 
Atlanta, GA
 
485

 
1,053

 
%
 
$
1,223

Sandstone Creek
 
Kansas City, KS
 
364

 
1,135

 
%
 
$
1,035

CityPark View
 
Charlotte, NC
 
284

 
948

 
%
 
$
1,063

Mansions at Creekside
 
San Antonio, TX
 
395

 
974

 
94.9
%
 
$
1,155

Citi Lakes
 
Orlando, FL
 
346

 
984

 
92.5
%
 
$
1,417

Lenox Portfolio
 
Nashville, TN
 
474

 
886

 
97.7
%
 
$
1,165

Stone Creek
 
Houston, TX
 
246

 
852

 
%
 
$
1,001

Overton Rise
 
Atlanta, GA
 
294

 
1,018

 
94.7
%
 
$
1,468

Village at Baldwin Park
 
Orlando, FL
 
528

 
1,069

 
%
 
$
1,423

Crosstown Walk
 
Tampa, FL
 
342

 
980

 
92.2
%
 
$
1,181

Avalon Park
 
Orlando, FL
 
487

 
1,394

 
%
 
$
1,319

Sorrel
 
Jacksonville, FL
 
290

 
1,048

 
%
 
$

 
 
 
 
 
 
 
 
 
 
 
Total/Avg PAC Non-Same Store
 
 
 
4,535

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Student housing community:
 
 
 
 
 
 
 
 
 
 
North by Northwest
 
Tallahassee, FL
 
219

 
1,137

 
N/A

 
$
2,289

Joint venture:
 
 
 
 
 
 
 
 
 
 
City Vista
 
Pittsburgh, PA
 
272

 
1,023

 
94.9
%
 
$

 
 
 
 
 
 
 
 
 
 
 
Total All PAC units
 
 
 
8,268

 
 
 
94.6
%
 
 

For the three-month period ended September 30, 2016, our average occupancy was 94.6%. We define average occupancy as market rent reduced by vacancy losses, expressed as a percentage. All of our multifamily properties are included in this calculation except for properties which are not yet stabilized, which we define as properties having first achieved 93% physical occupancy, properties which are owned for less than the entire reporting period (Sorrel and City Vista), and properties which are undergoing significant capital projects or are adding additional phases (Summit Crossing, Stone Creek, Sandstone Creek, Village at Baldwin Park, Avalon Park and City Park View).

Capital Expenditures

We regularly incur capital expenditures related to our owned properties. Capital expenditures may be nonrecurring and discretionary, as part of a strategic plan intended to increase a property’s value and corresponding revenue-generating ability, or

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 8



may be normally recurring and necessary to maintain the income streams and present value of a property. Certain capital expenditures may be budgeted and reserved for upon acquiring a property as initial expenditures necessary to bring a property up to our standards or to add features or amenities that we believe make the property a compelling value to prospective residents or retail tenants in its individual market. These budgeted nonrecurring capital expenditures in connection with an acquisition are funded from the capital source(s) for the acquisition and are not dependent upon subsequent property operating cash flows for funding.

For the three-month period ended September 30, 2016, our capital expenditures were as follows:
 
 
Nonrecurring capital expenditures
 
Recurring capital expenditures
 
 
 
 
Budgeted at acquisition
 
Other
 
Total
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
Multifamily communities:
 
 
 
 
 
 
 
 
 
 
Summit Crossing
 
$

 
$

 
$

 
$
41,482

 
$
41,482

Stone Rise
 

 
12,884

 
12,884

 
13,362

 
26,246

Ashford Park
 

 
13,359

 
13,359

 
43,329

 
56,688

McNeil Ranch
 

 

 

 
31,623

 
31,623

Lake Cameron
 

 

 

 
30,508

 
30,508

Stoneridge Farms
 
122,791

 
20,674

 
143,465

 
48,749

 
192,214

Vineyards
 

 
11,531

 
11,531

 
60,737

 
72,268

Enclave
 

 

 

 
49,611

 
49,611

Sandstone Creek
 

 
22,829

 
22,829

 
45,729

 
68,558

Avenues at Cypress
 

 

 

 
7,309

 
7,309

Avenues at Northpointe
 

 

 

 
34,755

 
34,755

Venue at Lakewood Ranch
 

 

 

 
8,900

 
8,900

Aster at Lely Resort
 

 

 

 
13,248

 
13,248

CityPark View
 

 
2,641

 
2,641

 
3,767

 
6,408

Mansions at Creekside
 
11,450

 
613

 
12,063

 
20,900

 
32,963

Citi Lakes
 
142,704

 
173

 
142,877

 
23,157

 
166,034

Stone Creek
 

 

 

 
16,317

 
16,317

Lenox Portfolio
 

 
3,049

 
3,049

 
28,895

 
31,944

Village at Baldwin Park
 
331,419

 

 
331,419

 
91,354

 
422,773

Crosstown Walk
 

 
24,053

 
24,053

 
22,753

 
46,806

Overton Rise
 
9,202

 
7,565

 
16,767

 
11,350

 
28,117

Avalon Park
 
19,072

 
7,221

 
26,293

 
72,418

 
98,711

Sorrel
 
26,036

 

 
26,036

 
255

 
26,291

 
 
 
 
 
 
 
 
 
 
 
 
 
662,674

 
126,592

 
789,266

 
720,508

 
1,509,774

Retail:
 
 
 
 
 
 
 
 
 
 
Parkway Town Centre
 

 
35,762

 
35,762

 
20,067

 
55,829

Spring Hill Plaza
 

 

 

 
2,743

 
2,743

Deltona Landings
 

 

 

 
10,948

 
10,948

Kingwood Glen
 

 

 

 
14,700

 
14,700

Parkway Centre
 

 

 

 
39,695

 
39,695

Sweetgrass Corner
 

 

 

 
38,161

 
38,161

Salem Cove
 

 

 

 
19,737

 
19,737

Independence Square
 

 
206,901

 
206,901

 
6,181

 
213,082

Royal Lakes Marketplace
 

 

 

 
16,434

 
16,434

Summit Point
 
24,465

 
26,100

 
50,565

 
10,300

 
60,865

The Overlook at Hamilton Place
 

 

 

 
11,478

 
11,478

Wade Green Village
 
58,397

 

 
58,397

 
571

 
58,968

East Gate Shopping Center
 

 

 

 
5,001

 
5,001

Fury's Ferry
 

 

 

 
14,000

 
14,000

Southgate Village
 

 

 

 
40,554

 
40,554

 
 
 
 
 
 
 
 
 
 
 
 
 
82,862

 
268,763

 
351,625

 
250,570

 
602,195

Student Housing:
 
 
 
 
 
 
 
 
 
 
North by Northwest
 

 

 

 
22,606

 
22,606

 
 
 
 
 
 
 
 
 
 
 
Total
 
$
745,536

 
$
395,355

 
$
1,140,891

 
$
993,684

 
$
2,134,575





THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 9



Retail Portfolio

Our retail portfolio consists of the following properties:
Property name
Location
 
Year built
 
GLA (1)
 
Percent leased
 
Anchor tenant
 
 
 
 
 
 
 
 
 
 
Woodstock Crossing
 Atlanta, GA
 
1994
 
66,122

 
92.6
%
 
 Kroger
Cherokee Plaza
 Atlanta, GA
 
1958
 
102,864

102,864

100.0
%
 
Kroger
Lakeland Plaza
 Atlanta, GA
 
1990
 
301,711

 
92.3
%
 
Sprouts/Belk
Powder Springs
 Atlanta, GA
 
1999
 
77,853

 
92.8
%
 
 Publix
Royal Lakes Marketplace
 Atlanta, GA
 
2008
 
119,493

 
84.4
%
 
 Kroger
Sandy Plains Exchange
 Atlanta, GA
 
1997
 
72,784

72,784

100.0
%
 
Publix
Summit Point
 Atlanta, GA
 
2004
 
111,970

 
80.4
%
 
 Publix
Thompson Bridge Commons
 Atlanta, GA
 
2001
 
92,587

92,587

97.3
%
 
Kroger
Wade Green Village
 Atlanta, GA
 
1993
 
74,978

 
89.7
%
 
 Publix
East Gate Shopping Center
 Augusta, GA
 
1995
 
75,716

 
89.5
%
 
 Publix
Fury's Ferry
 Augusta, GA
 
1996
 
70,458

 
91.0
%
 
 Publix
Parkway Centre
 Columbus, GA
 
1999
 
53,088

 
97.4
%
 
 Publix
Spring Hill Plaza
 Nashville, TN
 
2005
 
61,570

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

 
95.4
%
 
 Publix
Salem Cove
 Nashville, TN
 
2010
 
62,356

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

 
98.5
%
 
 Publix
The Overlook at Hamilton Place
 Chattanooga, TN
 
1992
 
213,095

 
95.8
%
 
 The Fresh Market
Sweetgrass Corner
 Charleston, SC
 
1999
 
89,124

 
100.0
%
 
 Bi-Lo
Anderson Central
 Greenville Spartanburg, SC
 
1999
 
223,211

 
97.1
%
 
 Walmart
Fairview Market
 Greenville Spartanburg, SC
 
1998
 
53,888

 
96.8
%
 
 Publix
Rosewood Shopping Center
 Columbia, SC
 
2002
 
36,887

 
90.2
%
 
 Publix
Heritage Station
 Raleigh, NC
 
2004
 
72,946

72,946

100.0
%
 
Harris Teeter
Shoppes of Parkland
 Miami, FL
 
2000
 
145,720

145,720

95.0
%
 
BJ's Wholesale Club
Barclay Crossing
 Tampa, FL
 
1998
 
54,958

 
100.0
%
 
 Publix
Deltona Landings
 Orlando, FL
 
1999
 
59,966

 
95.5
%
 
 Publix
University Palms
 Orlando, FL
 
1993
 
99,172

99,172

98.4
%
 
Publix
Kingwood Glen
 Houston, TX
 
1998
 
103,397

 
100.0
%
 
 Kroger
Independence Square
 Dallas, TX
 
1977
 
140,218

 
91.5
%
 
 Tom Thumb
Oak Park Village
 San Antonio, TX
 
1970
 
64,287

64,287

100.0
%
 
H.E.B.
Southgate Village
 Birmingham, AL
 
1988
 
75,092

 
100.0
%
 
 Publix
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,912,398

 
 
 
 
 
 
 
 
 
 
 
 
 
 

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

As of September 30, 2016, our retail portfolio was 94.9% leased. We define percent leased as the percentage of gross leasable area that is leased, including lease agreements that have been fully executed which have not yet commenced.


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 10



Details regarding lease expirations (assuming no exercise of tenant renewal options) within our retail assets as of September 30, 2016 were:
 
Total retail portfolio
 
Number of leases
 
Leased GLA
 
Percent of leased GLA
 
 
 
 
 
 
Month to month
7

 
13,603

 
0.5
%
2016
19

 
41,663

 
1.5
%
2017
75

 
139,860

 
5.1
%
2018
72

 
262,986

 
9.5
%
2019
65

 
557,276

 
20.2
%
2020
59

 
369,603

 
13.4
%
2021
53

 
264,591

 
9.5
%
2022
11

 
80,058

 
2.9
%
2023
4

 
15,300

 
0.6
%
2024
13

 
313,767

 
11.4
%
2025
14

 
212,072

 
7.7
%
2026+
13

 
491,914

 
17.7
%
 
 
 
 
 
 
 
405

 
2,762,693

 
100.0
%

The Company's Quarterly Report on Form 10-Q for the third quarter 2016 will present statements of operations by reportable segment within the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations. Included in this disclosure will be revenues and specifically identifiable expenses of New Market Properties, LLC, which the Company plans to spin off to its Common Stockholders in the future.

Multifamily Same Store Financial Data

The following chart presents same store operating results for the Company’s multifamily communities that have been owned for at least 15 full months, enabling comparisons of the current reporting period to the prior year comparative period. The Company excludes the same store operating results of properties for which construction of adjacent phases have commenced (the Company holds real estate loans partially supporting additional phases of the CityPark View and Summit Crossing multifamily communities, which are excluded as well). For the periods presented, same store operating results consist of the operating results of the following multifamily communities:
Stone Rise
 
Vineyards

 


Lake Cameron




 
Avenues at Cypress
Ashford Park
 
Avenues at Northpointe
McNeil Ranch
 
Venue at Lakewood Ranch
Enclave at Vista Ridge
 
Aster at Lely
Stoneridge Farms at Hunt Club
 
 

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

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 11



Same Store Net Operating Income
 
 
 
 
 
 
 
 
 
 
 
Three months ended:
 
 
 
 
 
 
9/30/2016
 
9/30/15
 
$ inc / dec
 
% inc
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
11,297,345

 
$
11,098,296

 
$
199,049

 
1.8
 %
Other property revenues
 
1,360,142

 
1,285,887

 
74,255

 
5.8
 %
Total revenues
 
12,657,487

 
12,384,183

 
273,304

 
2.2
 %
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
1,971,292

 
1,920,860

 
50,432

 
2.6
 %
Payroll
 
1,078,063

 
1,114,463

 
(36,400
)
 
(3.3
)%
Property management fees
 
523,619

 
494,171

 
29,448

 
6.0
 %
Real estate taxes
 
1,567,159

 
1,577,101

 
(9,942
)
 
(0.6
)%
Other
 
519,624

 
502,507

 
17,117

 
3.4
 %
Total operating expenses
 
5,659,757

 
5,609,102

 
50,655

 
0.9
 %
 
 
 
 
 
 
 
 
 
Same store net operating income
 
$
6,997,730

 
$
6,775,081

 
$
222,649

 
3.3
 %

Reconciliation of Same Store Net Operating Income (NOI) to Net Income
 
 
 
 
 
 
 
Three months ended:
 
 
9/30/2016
 
9/30/15
 
 
 
 
 
Same store net operating income
 
$
6,997,730

 
$
6,775,081

 
 
 
 
 
Add:
 
 
 
 
Non-same-store property revenues
 
29,883,605

 
9,616,630

Less:
 
 
 
 
Non-same-store property operating expenses
10,719,256

 
3,402,026

 
 
 
 
 
Property net operating income
 
26,162,079

 
12,989,685

Add:
 
 
 
 
Interest revenue on notes receivable
 
7,194,742

 
5,909,907

Interest revenue on related party notes receivable
 
3,801,501

 
2,044,973

Less:
 
 
 
 
Equity stock compensation
 
638,414

 
593,417

Depreciation and amortization
 
21,664,363

 
10,536,486

Interest expense
 
12,234,174

 
5,818,760

Acquisition costs
 
1,036,171

 
1,783,708

Acquisition costs to related party
 
321,366

 
1,541,250

Management fees
 
3,759,084

 
1,908,742

Other corporate expenses
 
930,330

 
833,329

 
 
 
 
 
Contingent asset management and general and administrative expense fees
(736,960
)
 
(373,360
)
 
 
 
 
 
Net loss
 
$
(2,688,620
)
 
$
(1,697,767
)

Definitions of Non-GAAP Measures

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

Analysts, managers and investors have, since the first real estate investment trusts were created, made certain adjustments to reported net income amounts under U.S. GAAP in order to better assess these vehicles’ liquidity and cash flows. FFO is one of the most commonly utilized Non-GAAP measures currently in practice. In its 2002 White Paper on Funds From Operations, which was most recently revised in 2012, the National Association of Real Estate Investment Trusts, or NAREIT, standardized the definition of how Net income/loss should be adjusted to arrive at FFO, in the interests of uniformity and comparability. The NAREIT definition of FFO (and the one reported by the Company) is:

Net income/loss:
• excluding impairment charges on and gains/losses from sales of depreciable property;

THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 12



• plus depreciation and amortization of real estate assets and deferred leasing costs; and
• after adjustments for the Company's proportionate share of unconsolidated partnerships and joint ventures.

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

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

Core FFO makes certain adjustments to FFO, which are either not likely to occur on a regular basis or are otherwise not representative of the Company’s ongoing operating performance. For example, since the Company is acquiring properties on a regular basis, it incurred substantial costs related to such acquisitions, which are required under GAAP to be recognized as expenses when they are incurred. The Company adds back any such acquisition and pursuit costs, including costs incurred in connection with obtaining short term debt financing for acquisitions and beginning January 1, 2016, amortization of loan coordination fees, to FFO in its calculation of Core FFO since such costs are not representative of our fund generating results on an ongoing basis. The Company also adds back costs incurred related to the extension of our management agreement with our Manager, realized losses on debt extinguishment and any non-cash dividends in this calculation. Core FFO figures reported by us may not be comparable to those Core FFO figures reported by other companies.

We utilize Core FFO as a measure of the operating performance of our portfolio of real estate assets. We believe Core FFO is useful to investors as a supplemental gauge of our operating performance and is useful in comparing our operating performance with other real estate companies that are not as involved in ongoing acquisition activities. Core FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.

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

AFFO makes further adjustments to Core FFO results in order to arrive at a more refined measure of operating and financial performance. There is no industry standard definition of AFFO and practice is divergent across the industry. The Company calculates AFFO as:
 
Core FFO, plus:
• non-cash equity compensation to directors and executives;
• amortization of loan closing costs, excluding costs incurred in connection with obtaining short term financing related to acquisitions;
• depreciation and amortization of non-real estate assets;
• net loan fees received; and
• deferred interest income received;

less:
• non-cash loan interest income;
• cash paid for pursuit costs on abandoned acquisitions;
• cash paid for loan closing costs;
• amortization of acquired real estate intangible liabilities; and
• normally-recurring capital expenditures and capitalized retail direct leasing costs.

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


THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 13



Same Store Net Operating Income (NOI)

The Company uses same store net operating income as an operational metric for properties the Company has owned for at least 15 full months, enabling comparisons of those properties’ operating results between the current reporting period and the prior year comparative period. The Company defines net operating income as rental and other property revenues, less total property and maintenance expenses, property management fees, real estate taxes, general and administrative expenses, and property insurance. The Company believes that net operating income is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs, acquisition costs, and other corporate expenses. Net operating income is a widely utilized measure of comparative operating performance in the REIT industry, but is not a substitute for its closest GAAP-compliant measure, net income/loss.

About Preferred Apartment Communities, Inc.     

Preferred Apartment Communities, Inc. (NYSE: APTS), or the Company, is a Maryland corporation formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of our business strategy, we may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and we may make real estate related loans, provide deposit arrangements, or provide performance assurances, as may be necessary or appropriate, in connection with the construction of multifamily communities and other properties. As a secondary strategy, we also may acquire or originate senior mortgage loans, subordinate loans or mezzanine debt secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest not more than 20% of our assets, subject to any temporary increase unanimously approved by our board of directors, in other real estate related investments, such as grocery-anchored shopping centers, senior mortgage loans, subordinate loans or mezzanine debt secured by interests in grocery-anchored shopping centers, membership or partnership interests in grocery-anchored shopping centers and other grocery-anchored shopping center related assets as determined by Preferred Apartment Advisors, LLC, or our Manager, as appropriate for us. At September 30, 2016, the Company was the approximate 96.5% owner of Preferred Apartment Communities Operating Partnership, L.P., or the Operating Partnership. We elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with our tax year ended December 31, 2011.
 





THIRD QUARTER 2016 - EARNINGS RELEASE AND SUPPLEMENTAL FINANCIAL DATA | S- 14