Company Quick10K Filing
Preferred Apartment Communities
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.00 44 $660
10-Q 2019-11-04 Quarter: 2019-09-30
10-Q 2019-08-01 Quarter: 2019-06-30
10-Q 2019-05-02 Quarter: 2019-03-31
10-K 2019-03-01 Annual: 2018-12-31
10-Q 2018-11-06 Quarter: 2018-09-30
10-Q 2018-08-03 Quarter: 2018-06-30
10-Q 2018-05-03 Quarter: 2018-03-31
10-K 2018-03-01 Annual: 2017-12-31
10-Q 2017-11-06 Quarter: 2017-09-30
10-Q 2017-08-07 Quarter: 2017-06-30
10-Q 2017-05-08 Quarter: 2017-03-31
10-K 2017-03-01 Annual: 2016-12-31
10-Q 2016-11-07 Quarter: 2016-09-30
10-Q 2016-08-09 Quarter: 2016-06-30
10-Q 2016-05-09 Quarter: 2016-03-31
10-K 2016-03-14 Annual: 2015-12-31
10-Q 2015-11-09 Quarter: 2015-09-30
10-Q 2015-08-10 Quarter: 2015-06-30
10-Q 2015-05-11 Quarter: 2015-03-31
10-K 2015-03-16 Annual: 2014-12-31
10-Q 2014-11-10 Quarter: 2014-09-30
10-Q 2014-08-11 Quarter: 2014-06-30
10-Q 2014-05-12 Quarter: 2014-03-31
10-K 2014-03-17 Annual: 2013-12-31
10-Q 2013-11-07 Quarter: 2013-09-30
10-Q 2013-08-12 Quarter: 2013-06-30
10-Q 2013-05-15 Quarter: 2013-03-31
10-K 2013-03-15 Annual: 2012-12-31
10-Q 2012-11-13 Quarter: 2012-09-30
10-Q 2012-08-13 Quarter: 2012-06-30
10-Q 2012-05-11 Quarter: 2012-03-31
10-K 2012-03-15 Annual: 2011-12-31
10-Q 2011-11-10 Quarter: 2011-09-30
10-Q 2011-08-15 Quarter: 2011-06-30
10-Q 2011-05-16 Quarter: 2011-03-31
8-K 2019-11-07 Enter Agreement, Other Events, Exhibits
8-K 2019-11-04 Earnings, Exhibits
8-K 2019-10-09 Officers, Regulation FD, Exhibits
8-K 2019-09-27 Other Events, Exhibits
8-K 2019-07-29 Earnings, Exhibits
8-K 2019-06-28 Leave Agreement
8-K 2019-06-21 Enter Agreement, Exhibits
8-K 2019-05-24 Enter Agreement
8-K 2019-05-02 Officers, Shareholder Vote, Exhibits
8-K 2019-04-29 Earnings, Exhibits
8-K 2019-04-01 Other Events
8-K 2019-02-25 Earnings, Exhibits
8-K 2018-12-19 Amend Bylaw, Exhibits
8-K 2018-12-17 Other Events, Exhibits
8-K 2018-11-05 Earnings, Exhibits
8-K 2018-07-30 Earnings, Exhibits
8-K 2018-07-12 Officers, Regulation FD, Exhibits
8-K 2018-05-03 Enter Agreement, Officers, Shareholder Vote, Exhibits
8-K 2018-04-30 Earnings, Exhibits
8-K 2018-04-26 Other Events
8-K 2018-04-19 Other Events
8-K 2018-04-16 Officers, Regulation FD, Exhibits
8-K 2018-02-26 Earnings, Exhibits
8-K 2018-01-29 Officers, Exhibits
APTS 2019-09-30
Item 1B. Unresolved Staff Comments
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 exhibit311apts9302019.htm
EX-31.2 exhibit312apts9302019.htm
EX-32.1 exhibit321apts9302019.htm
EX-32.2 exhibit322apts9302019.htm

Preferred Apartment Communities Earnings 2019-09-30

APTS 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

Comparables ($MM TTM)
Ticker M Cap Assets Liab Rev G Profit Net Inc EBITDA EV G Margin EV/EBITDA ROA
NRE 776 1,272 598 95 31 182 236 946 33% 4.0 14%
CHCT 768 490 211 53 0 4 32 956 0% 29.8 1%
IRET 754 1,348 737 184 0 -2 105 1,426 0% 13.6 -0%
CPLG 705 2,395 1,186 860 0 -245 10 1,679 0% 167.9 -10%
APTS 660 4,981 3,196 324 0 32 291 2,945 0% 10.1 1%
RC 656 3,840 3,093 0 0 81 214 892 4.2 2%
HT 650 2,156 1,242 524 0 3 156 1,301 0% 8.4 0%
CMO 638 11,927 10,905 0 0 -54 200 459 2.3 -0%
SNR 580 2,215 1,941 470 0 -128 65 2,394 0% 36.8 -6%
OLP 556 798 503 82 0 19 62 538 0% 8.6 2%

10-Q 1 apts10q3q2019.htm 10-Q Document

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

FORM 10-Q
 

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File No. 001-34995 

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

Maryland
27-1712193
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3284 Northside Parkway NW, Suite 150, Atlanta, GA 30327
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (770) 818-4100
paca24.jpg 

Securities registered pursuant to Section 12(b) of the Act:  
Title of each class
 
Trading Symbol
Name of each exchange on which registered
 
Common Stock, par value $.01 per share
APTS
NYSE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Series A Redeemable Preferred Stock, par value $0.01 per share
Warrant to Purchase Common Stock, par value $0.01 per share
Series M Redeemable Preferred Stock, par value $0.01 per share 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨   Accelerated filer x   Non-accelerated filer ¨   Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No  x
The number of shares outstanding of the registrant’s Common Stock, as of October 30, 2019 was 45,812,502.



 
PART I - FINANCIAL INFORMATION
 
 
 
 
INDEX
 
 
 
 
 
 
 
Item 1.
Financial Statements
Page No. 
 
 
 
 
 
2

 
 
 
 
3

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
Item 2.

 
 
 
Item 3.

 
 
 
Item 4.

 
 

 
 
 
Item 1.
Legal Proceedings
78

 
 
 
Item 1A.
Risk Factors
78

 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
78

 
 
 
Item 3.
Defaults Upon Senior Securities
78

 
 
 
Item 4.
Mine Safety Disclosures
78

 
 
 
Item 5.
Other Information
79

 
 
 
Item 6.
79

 
 
 
 













Preferred Apartment Communities, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
 
 
 
 
(In thousands, except per-share par values)
 
September 30, 2019
 
December 31, 2018
Assets
 
 
 
 
Real estate
 
 
 
 
Land
 
$
607,055

 
$
519,300

Building and improvements
 
3,117,087

 
2,738,085

Tenant improvements
 
151,960

 
128,914

Furniture, fixtures, and equipment
 
321,478

 
278,151

Construction in progress
 
11,242

 
8,265

Gross real estate
 
4,208,822

 
3,672,715

Less: accumulated depreciation
 
(382,479
)
 
(272,042
)
Net real estate
 
3,826,343

 
3,400,673

Real estate loan investments, net of deferred fee income and allowance for loan loss
 
356,272

 
282,548

Real estate loan investments to related parties, net
 
25,214

 
51,663

Total real estate and real estate loan investments, net
 
4,207,829

 
3,734,884

 
 
 
 
 
Cash and cash equivalents
 
86,177

 
38,958

Restricted cash
 
61,032

 
48,732

Notes receivable
 
17,698

 
14,440

Note receivable and revolving lines of credit due from related parties
 
23,959

 
32,867

Accrued interest receivable on real estate loans
 
27,877

 
23,340

Acquired intangible assets, net of amortization of $140,832 and $113,199
 
147,649

 
135,961

Deferred loan costs on Revolving Line of Credit, net of amortization of $681 and $180
 
1,454

 
1,916

Deferred offering costs
 
2,804

 
6,468

Tenant lease inducements, net of amortization of $3,128 and $1,833
 
19,972

 
20,698

Receivable from sale of mortgage-backed security
 

 
41,181

Tenant receivables (net of allowance of $0 and $1,662) and other assets
 
60,948

 
41,567

Variable Interest Entity ("VIE") assets from mortgage-backed pool, at fair value
 
610,248

 
269,946

 
 
 
 
 
Total assets
 
$
5,267,647

 
$
4,410,958

 
 
 
 
 
Liabilities and equity
 
 
 
 
Liabilities
 
 
 
 
Mortgage notes payable, net of deferred loan costs and
 
 
 
 
          mark-to-market adjustment of $42,642 and $40,127
 
$
2,561,837

 
$
2,299,625

Revolving line of credit
 
50,000

 
57,000

Real estate loan investment participation obligation
 

 
5,181

Unearned purchase option termination fees
 
5,050

 
2,050

Deferred revenue
 
40,663

 
43,484

Accounts payable and accrued expenses
 
58,762

 
38,618

Accrued interest payable
 
7,853

 
6,711

Dividends and partnership distributions payable
 
22,429

 
19,258

Acquired below market lease intangibles, net of amortization of $21,677 and $15,254
 
53,033

 
47,149

Prepaid rent, security deposits, and other liabilities
 
19,253

 
17,611

VIE liabilities from mortgage-backed pool, at fair value
 
585,837

 
264,886

Total liabilities
 
3,404,717

 
2,801,573

 
 
 
 
 
Commitments and contingencies (Note 11)
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
Stockholders' equity
 
 
 
 
Series A Redeemable Preferred Stock, $0.01 par value per share; 3,050
 
 
 
   shares authorized; 2,047 and 1,674 shares issued; 1,932 and 1,608
 
 
 
shares outstanding at September 30, 2019 and December 31, 2018, respectively
19

 
16

Series M Redeemable Preferred Stock, $0.01 par value per share; 500
 
 
 
   shares authorized; 91 and 44 shares issued; 90 and 44 shares outstanding
 
 
 
at September 30, 2019 and December 31, 2018, respectively
1

 

Common Stock, $0.01 par value per share; 400,067 shares authorized;
 
 
 
45,335 and 41,776 shares issued and outstanding at
 
 
 
September 30, 2019 and December 31, 2018, respectively
453

 
418

Additional paid-in capital
 
1,861,446

 
1,607,712

Accumulated (deficit) earnings
 

 

Total stockholders' equity
 
1,861,919

 
1,608,146

Non-controlling interest
 
1,011

 
1,239

Total equity
 
1,862,930

 
1,609,385

 
 
 
 
 
Total liabilities and equity
 
$
5,267,647

 
$
4,410,958

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


2


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
 
 
 
 
 
 
 
 
 
(In thousands, except per-share figures)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Rental revenues
 
$
101,817

 
$
84,500

 
$
289,647

 
$
235,314

Other property revenues
 
3,232

 
2,443

 
8,922

 
5,791

Interest income on loans and notes receivable
 
12,608

 
13,618

 
35,989

 
37,576

Interest income from related parties
 
2,546

 
3,671

 
9,980

 
12,310

Miscellaneous revenues
 

 

 
1,023

 

Total revenues
 
120,203

 
104,232

 
345,561

 
290,991

 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
Property operating and maintenance
 
14,928

 
12,893

 
38,186

 
31,805

Property salary and benefits (including reimbursements of $4,681, $4,501,
 
 
 
 
 
 
 
 
  $12,973 and $12,040 to related party)
 
5,360

 
4,911

 
14,845

 
13,038

Property management fees (including $2,565, $2,344, $7,534 and $6,604 to related parties)
 
3,534

 
2,998

 
10,174

 
8,530

Real estate taxes
 
12,870

 
10,597

 
37,914

 
30,635

General and administrative
 
1,898

 
2,221

 
6,425

 
6,019

Equity compensation to directors and executives
 
305

 
796

 
922

 
2,881

Depreciation and amortization
 
46,239

 
44,499

 
137,191

 
127,210

Asset management and general and administrative expense fees to related party
 
8,611

 
7,234

 
24,649

 
20,096

Loan loss allowance
 

 
3,029

 

 
3,029

Insurance, professional fees and other expenses
 
3,453

 
1,713

 
8,671

 
5,166

Total operating expenses
 
97,198

 
90,891

 
278,977

 
248,409

 
 
 
 
 
 
 
 
 
Waived asset management and general and administrative expense fees
 
(3,081
)
 
(1,934
)
 
(8,505
)
 
(4,583
)
 
 
 
 
 
 
 
 
 
Net operating expenses
 
94,117

 
88,957

 
270,472

 
243,826

 
 
 
 
 
 
 
 
 
Operating income before gains on sales of real estate and trading investment
 
26,086

 
15,275

 
75,089

 
47,165

Gains on sales of real estate and trading investment
 

 
18,605

 
4

 
38,961

Operating income
 
26,086

 
33,880

 
75,093

 
86,126

Interest expense
 
28,799

 
25,657

 
83,166

 
68,972

Change in fair value of net assets of consolidated VIEs from mortgage-backed pools
 
591

 
131

 
1,316

 
185

Loss on extinguishment of debt
 
(15
)
 

 
(84
)
 

Gain on sale of real estate loan investment
 

 

 
747

 

 
 
 
 
 
 
 
 
 
Net income (loss)
 
(2,137
)
 
8,354

 
(6,094
)
 
17,339

Consolidated net (income) loss attributable to non-controlling interests
 
59

 
(216
)
 
138

 
(456
)
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to the Company
 
(2,078
)
 
8,138

 
(5,956
)
 
16,883

 
 
 
 
 
 
 
 
 
Dividends declared to preferred stockholders
 
(29,446
)
 
(22,360
)
 
(82,527
)
 
(62,801
)
Earnings attributable to unvested restricted stock
 
(5
)
 
(5
)
 
(14
)
 
(13
)
 
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders
 
$
(31,529
)
 
$
(14,227
)
 
$
(88,497
)
 
$
(45,931
)
 
 
 
 
 
 
 
 
 
Net loss per share of Common Stock available
 
 
 
 
 
 
 
 
to common stockholders, basic and diluted
 
$
(0.71
)
 
$
(0.35
)
 
$
(2.02
)
 
$
(1.16
)
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock outstanding,
 
 
 
 
 
 
 
 
basic and diluted
 
44,703

 
40,300

 
43,703

 
39,598


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

3


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Stockholders' Equity
For the three-month period ended September 30, 2019
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except dividend per-share figures)
 
Series A and Series M Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Earnings
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at July 1, 2019
 
$
19

 
$
442

 
$
1,784,197

 
$

 
$
1,784,658

 
$
(488
)
 
$
1,784,170

Issuance of Units
 
1

 

 
116,827

 

 
116,828

 

 
116,828

Issuance of mShares
 

 

 
17,156

 

 
17,156

 

 
17,156

Redemptions of Series A Preferred Stock
 

 
9

 
(2,886
)
 

 
(2,877
)
 

 
(2,877
)
Exercises of warrants
 

 
2

 
2,480

 

 
2,482

 

 
2,482

Syndication and offering costs
 

 

 
(13,553
)
 

 
(13,553
)
 

 
(13,553
)
Equity compensation to executives and directors
 

 

 
155

 

 
155

 

 
155

Conversion of Class A Units to Common Stock
 

 

 
112

 

 
112

 
(112
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
150

 
150

Net income (loss)
 

 

 

 
(2,078
)
 
(2,078
)
 
(59
)
 
(2,137
)
Contributions from Minority Holders
 

 

 

 

 

 
2,050

 
2,050

Reallocation adjustment to non-controlling interests
 

 

 
305

 

 
305

 
(305
)
 

Distributions to non-controlling interests
 

 

 

 

 

 
(225
)
 
(225
)
Dividends to series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(30,094
)
 
1,983

 
(28,111
)
 

 
(28,111
)
Dividends to mShares preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($4.79 - $6.25 per share per month)
 

 

 
(1,430
)
 
95

 
(1,335
)
 

 
(1,335
)
Dividends to common stockholders ($0.2625 per share)
 

 

 
(11,823
)
 

 
(11,823
)
 

 
(11,823
)
Balance at September 30, 2019
 
$
20

 
$
453

 
$
1,861,446

 
$

 
$
1,861,919

 
$
1,011

 
$
1,862,930


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


4


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Stockholders' Equity, continued
For the three-month period ended September 30, 2018
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except dividend per-share figures)
 
Series A and
Series M Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Earnings
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at July 1, 2018
 
$
14

 
$
397

 
$
1,430,713

 
$

 
$
1,431,124

 
$
2,353

 
$
1,433,477

Issuance of Units
 
1

 

 
100,877

 

 
100,878

 

 
100,878

Issuance of mShares
 

 

 
8,199

 

 
8,199

 

 
8,199

Redemptions of Series A Preferred Stock
 

 
7

 
(49
)
 

 
(42
)
 

 
(42
)
Exercises of warrants
 

 
4

 
4,572

 

 
4,576

 

 
4,576

Syndication and offering costs
 

 

 
(10,842
)
 

 
(10,842
)
 

 
(10,842
)
Equity compensation to executives and directors
 

 

 
135

 

 
135

 

 
135

Conversion of Class A Units to Common Stock
 

 

 
20

 

 
20

 
(20
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
661

 
661

Net income (loss)
 

 

 

 
8,138

 
8,138

 
216

 
8,354

Reallocation adjustment to non-controlling interests
 

 

 
391

 

 
391

 
(391
)
 

Distributions to non-controlling interests
 

 

 

 

 

 
(271
)
 
(271
)
Dividends to series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(13,883
)
 
(7,948
)
 
(21,831
)
 

 
(21,831
)
Dividends to mShares preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($4.79 - $6.25 per share per month)
 

 

 
(339
)
 
(190
)
 
(529
)
 

 
(529
)
Dividends to common stockholders ($0.255 per share)
 

 

 
(10,383
)
 

 
(10,383
)
 

 
(10,383
)
Balance at September 30, 2018
 
$
15

 
$
408

 
$
1,509,411

 
$

 
$
1,509,834

 
$
2,548

 
$
1,512,382


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



5


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Stockholders' Equity
For the nine-month period ended September 30, 2019
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except dividend per-share figures)
 
Series A and Series M Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Earnings
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2019
 
$
16

 
$
418

 
$
1,607,712

 
$

 
$
1,608,146

 
$
1,239

 
$
1,609,385

Issuance of Units
 
4

 

 
369,416

 

 
369,420

 

 
369,420

Issuance of mShares
 

 

 
46,765

 

 
46,765

 

 
46,765

Redemptions of Series A Preferred Stock
 

 
26

 
(8,014
)
 

 
(7,988
)
 

 
(7,988
)
Exercises of warrants
 

 
8

 
10,066

 

 
10,074

 

 
10,074

Syndication and offering costs
 

 

 
(43,795
)
 

 
(43,795
)
 

 
(43,795
)
Equity compensation to executives and directors
 

 

 
471

 

 
471

 

 
471

Conversion of Class A Units to Common Stock
 

 
1

 
676

 

 
677

 
(677
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
451

 
451

Net income (loss)
 

 

 

 
(5,956
)
 
(5,956
)
 
(138
)
 
(6,094
)
Contributions from Minority Holders
 

 

 

 

 

 
2,050

 
2,050

Reallocation adjustment to non-controlling interests
 

 

 
1,231

 

 
1,231

 
(1,231
)
 

Distributions to non-controlling interests
 

 

 

 

 

 
(683
)
 
(683
)
Dividends to series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(85,078
)
 
5,727

 
(79,351
)
 

 
(79,351
)
Dividends to mShares preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($4.79 - $6.25 per share per month)
 

 

 
(3,405
)
 
229

 
(3,176
)
 

 
(3,176
)
Dividends to common stockholders ($0.785 per share)
 

 

 
(34,599
)
 

 
(34,599
)
 

 
(34,599
)
Balance at September 30, 2019
 
$
20

 
$
453

 
$
1,861,446

 
$

 
$
1,861,919

 
$
1,011

 
$
1,862,930


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






6


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Stockholders' Equity, continued
For the nine-month period ended September 30, 2018
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands, except dividend per-share figures)
 
Series A and
Series M Redeemable Preferred Stock
 
Common Stock
 
Additional Paid in Capital
 
Accumulated Earnings
 
Total Stockholders' Equity
 
Non-Controlling Interest
 
Total Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2018
 
$
12

 
$
386

 
$
1,271,040

 
$
4,449

 
$
1,275,887

 
$
4,879

 
$
1,280,766

Issuance of Units
 
3

 

 
311,719

 

 
311,722

 

 
311,722

Issuance of mShares
 

 

 
21,768

 

 
21,768

 

 
21,768

Redemptions of Series A Preferred Stock
 

 
11

 
(9,112
)
 

 
(9,101
)
 

 
(9,101
)
Exercises of Warrants
 

 
10

 
12,943

 

 
12,953

 

 
12,953

Syndication and offering costs
 

 

 
(32,043
)
 

 
(32,043
)
 

 
(32,043
)
Equity compensation to executives and directors
 

 

 
413

 

 
413

 

 
413

Conversion of Class A Units to Common Stock
 

 
1

 
870

 

 
871

 
(871
)
 

Current period amortization of Class B Units
 

 

 

 

 

 
2,468

 
2,468

Net income
 

 

 

 
16,883

 
16,883

 
456

 
17,339

Reallocation adjustment to non-controlling interests
 

 

 
3,571

 

 
3,571

 
(3,571
)
 

Distributions to non-controlling interests
 

 

 

 

 

 
(813
)
 
(813
)
Dividends to Series A preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($5.00 per share per month)
 

 

 
(40,655
)
 
(20,913
)
 
(61,568
)
 

 
(61,568
)
Dividends to mShares preferred stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
($4.79 - $6.25 per share per month)
 

 

 
(814
)
 
(419
)
 
(1,233
)
 

 
(1,233
)
Dividends to common stockholders ($0.76 per share)
 

 

 
(30,289
)
 

 
(30,289
)
 

 
(30,289
)
Balance at September 30, 2018
 
$
15

 
$
408

 
$
1,509,411

 
$

 
$
1,509,834

 
$
2,548

 
$
1,512,382


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












7


Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
(In thousands)
 
Nine Months Ended September 30,
 
 
2019
 
2018
Operating activities:
 
 
 
 
Net (loss) income
 
$
(6,094
)
 
$
17,339

Reconciliation of net (loss) income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization expense
 
137,191

 
127,210

Amortization of above and below market leases
 
(4,525
)
 
(4,297
)
Deferred revenues and fee income amortization
 
(4,024
)
 
(3,103
)
Purchase option termination fee amortization
(6,900
)
 
(6,554
)
Noncash interest income amortization on MBS, net of amortized costs
(696
)
 
(185
)
Amortization of market discount on assumed debt and lease incentives
 
1,492

 
1,152

Deferred loan cost amortization
 
4,752

 
5,213

(Increase) in accrued interest income on real estate loan investments
 
(7,888
)
 
(4,385
)
Equity compensation to executives and directors
 
922

 
2,881

Gains on sales of real estate and trading investment
 
(4
)
 
(38,961
)
Cash received for purchase option terminations
 
1,330

 
5,100

Loss on extinguishment of debt
 
84

 

Gain on sale of real estate loan investments, net
 
(747
)
 

Non-cash payment of interest on related party line of credit
 
(637
)
 

Mortgage interest received from consolidated VIEs
 
13,398

 
3,429

Mortgage interest paid to other participants of consolidated VIEs
 
(13,398
)
 
(3,429
)
Loan loss allowance
 

 
3,029

Changes in operating assets and liabilities:
 
 
 
 
(Increase) in tenant receivables and other assets
 
(12,379
)
 
(3,518
)
(Increase) in tenant lease incentives
(570
)
 
(6,786
)
Increase in accounts payable and accrued expenses
 
22,399

 
14,470

Increase in accrued interest, prepaid rents and other liabilities
 
730

 
3,369

Net cash provided by operating activities
 
124,436

 
111,974

 
 
 
 
 
Investing activities:
 
 
 
 
Investments in real estate loans
 
(74,668
)
 
(145,413
)
Repayments of real estate loans
 

 
141,729

Notes receivable issued
 
(5,399
)
 
(5,949
)
Notes receivable repaid
 
2,169

 
8,941

Note receivable issued to and draws on line of credit by related parties
 
(30,434
)
 
(39,377
)
Repayments of line of credit by related parties
 
26,222

 
28,566

Proceeds from sale of real estate loan investment, net
 
747

 

Origination fees received on real estate loan investments
1,347

 
2,919

Origination fees paid to Manager on real estate loan investments
(674
)
 
(1,459
)
Purchases of mortgage-backed securities (K program), net of acquisition costs
(18,656
)
 

Mortgage principal received from consolidated VIEs
5,024

 
705

Purchases of mortgage-backed securities
(12,278
)
 
(4,739
)
Proceeds from sales of mortgage-backed securities
53,445

 

Acquisition of properties
 
(442,415
)
 
(662,918
)
Disposition of properties, net
 

 
83,636

Receipt of insurance proceeds for capital improvements
746

 
412

Additions to real estate assets - improvements
 
(34,251
)
 
(36,288
)
Deposits (paid) refunded on acquisitions
 
(952
)
 
3,552

Net cash used in investing activities
 
(530,027
)
 
(625,683
)
 
 
 
 
 
Financing activities:
 
 
 
 
Proceeds from mortgage notes payable
 
329,905

 
386,559

Repayments of mortgage notes payable
 
(106,728
)
 
(66,875
)
Payments for deposits and other mortgage loan costs
 
(6,738
)
 
(7,150
)
Proceeds from real estate loan participants
 

 
5

Payments to real estate loan participants
 
(5,223
)
 
(4,372
)
Proceeds from lines of credit
 
240,200

 
362,100

Payments on lines of credit
 
(247,200
)
 
(348,200
)
Repayment of the Term Loan
 

 
(11,000
)
Mortgage principal paid to other participants of consolidated VIEs
 
(5,024
)
 
(705
)
Proceeds from repurchase agreements
 
4,857

 

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

8


 
Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Cash Flows - continued
(unaudited)
 
 
 
 
 
(In thousands)
 
Nine Months Ended September 30,
 
 
2019
 
2018
Repayments of repurchase agreements
 
(4,857
)
 

Proceeds from sales of Units, net of offering costs
 
380,016

 
303,391

Proceeds from exercises of Warrants
 
9,875

 
16,553

Payments for redemptions of preferred stock
 
(7,995
)
 
(9,033
)
Common Stock dividends paid
 
(33,617
)
 
(29,488
)
Preferred stock dividends paid
 
(80,339
)
 
(61,093
)
Distributions to non-controlling interests
 
(686
)
 
(762
)
Payments for deferred offering costs
 
(3,386
)
 
(2,862
)
Contributions from non-controlling interests
 
2,050

 

 
 
 
 
 
Net cash provided by financing activities
 
465,110

 
527,068

 
 
 
 
 
Net increase in cash, cash equivalents and restricted cash
 
59,519

 
13,359

Cash, cash equivalents and restricted cash, beginning of year
 
87,690

 
73,012

Cash, cash equivalents and restricted cash, end of period
 
$
147,209

 
$
86,371

 
 
 
 
 
 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Cash paid for interest
 
$
76,563

 
$
62,207

 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
Accrued capital expenditures
 
$
3,952

 
$
2,379

Writeoff of fully depreciated or amortized assets and liabilities
 
$
210

 
$
1,768

Writeoff of fully amortized deferred loan costs
 
$
1,850

 
$

Lessee-funded tenant improvements, capitalized as landlord assets
 
$

 
$
11,796

Consolidation of assets of VIEs
 
$
270,669

 
$

Consolidation of liabilities of VIEs
 
$
270,669

 
$

Dividends payable - Common Stock
 
$
11,823

 
$
10,377

Dividends payable - Series A Preferred Stock
 
$
9,534

 
$
7,426

Dividends payable - mShares Preferred Stock
 
$
714

 
$
170

Dividends declared but not yet due and payable
 
$
358

 
$
216

Partnership distributions payable to non-controlling interests
 
$
225

 
$
272

Accrued and payable deferred offering costs
 
$
252

 
$
322

Offering cost reimbursement to related party
 
$
384

 
$
1,438

Reclass of offering costs from deferred asset to equity
 
$
7,508

 
$
2,008

Loan receivables converted to equity for property acquisition
 
$
47,797

 
$

Fair value issuances of equity compensation
 
$
719

 
$
4,972

Mortgage loans assumed on acquisitions
 
$
41,550

 
$
47,125

Noncash repayment of mortgages through refinancings
 
$
65,607

 
$
37,485


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


9

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements
September 30, 2019
(unaudited)



1.
Organization and Basis of Presentation

Preferred Apartment Communities, Inc. is a Maryland corporation formed primarily to own and operate multifamily properties and, to a lesser extent, own and operate student housing properties, grocery-anchored shopping centers and strategically located, well leased class A office buildings, all in select targeted markets throughout the United States.  As part of our business strategy, we may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and we may make real estate related loans, provide deposit arrangements, or provide performance assurances, as may be necessary or appropriate, in connection with the development of multifamily communities.  As a secondary strategy, we may acquire or originate senior mortgage loans, subordinate loans or real estate loans secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest a lesser portion of our assets in other real estate related investments, including other income-producing property types, senior mortgage loans, subordinate loans or real estate loans secured by interests in other income-producing property types, membership or partnership interests in other income-producing property types as determined by our manager as appropriate for us.  At December 31, 2018, the Company was the approximate 97.9% owner of Preferred Apartment Communities Operating Partnership, L.P., the Company's operating partnership. Preferred Apartment Communities, Inc. has elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with its tax year ended December 31, 2011. The Company is externally managed and advised by Preferred Apartment Advisors, LLC, or its Manager, a Delaware limited liability company and related party (see Note 6).

As of September 30, 2019, the Company had 45,335,043 shares of common stock, par value $0.01 per share, or Common Stock, issued and outstanding and was the approximate 98.2% owner of the Operating Partnership at that date. The number of partnership units not owned by the Company totaled 856,409 at September 30, 2019 and represented Class A OP Units of the Operating Partnership, or Class A OP Units. The Class A OP Units are convertible at any time at the option of the holder into the Operating Partnership's choice of either cash or Common Stock. In the case of cash, the value is determined based upon the trailing 20-day volume weighted average price of the Company's Common Stock.

The Company controls the Operating Partnership through its sole general partner interest and conducts substantially all of its business through the Operating Partnership. The Company has determined the Operating Partnership is a variable interest entity, or VIE, of which the Company is the primary beneficiary. The Company is involved with other VIEs, such as through its investments in mortgage pools from the Freddie Mac K Program, as discussed in Note 4. New Market Properties, LLC owns and conducts the business of our portfolio of grocery-anchored shopping centers. Preferred Office Properties, LLC owns and conducts the business of our portfolio of office buildings. Preferred Campus Communities, LLC owns and conducts the business of our portfolio of off-campus student housing communities. Each of these entities are wholly-owned subsidiaries of the Operating Partnership.

Basis of Presentation

These consolidated financial statements include all of the accounts of the Company and the Operating Partnership presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. The year end condensed balance sheet data was derived from audited financial statements, but does not contain all the disclosures required by GAAP. All significant intercompany transactions have been eliminated in consolidation. Certain adjustments have been made consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of the Company's financial condition and results of operations. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Amounts are presented in thousands where indicated.

As permitted by the practical expedient within ASC 842, Leases, the Company has elected to report the lease component and non-lease components as one single component within the line entitled Rental Revenues on the Company's Consolidated Statements of Operations. Reimbursement revenue was previously presented in the Company’s Other Property Revenues line item. For presentation purposes, the Company has reclassified its revenue from reimbursements from the Other Property Revenues line into the Rental Revenues line for all periods presented.
    


10

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



2.
Summary of Significant Accounting Policies

Variable Interest Entities

A variable interest entity, or “VIE” is an entity that lacks sufficient equity to finance its activities without additional subordinated financial support from other parties, or whose equity holders lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through the (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE. The Company assesses whether it meets the power and benefits criteria and in performing this analysis, the Company considers both qualitative and quantitative factors, including the Company’s ability to control or significantly influence key decisions of the VIE and the obligation or likelihood for the Company to fund operating losses of the VIE. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, including the determination of which activities most significantly affect the entities’ performance, and estimates about the current and future fair values and performance of assets held by the VIE. If the Company determines that it meets both the power and benefits criteria of the VIE, the Company is deemed to be the primary beneficiary of the VIE and the Company consolidates the entire VIE entity in its consolidated financial statements. For those VIEs which arise from the Company's investment in mortgage-backed securities and which the Company consolidates, it elects the fair value option, under which the assets and liabilities of the consolidated VIE are carried at fair value. The periodic changes in fair value are included in the earnings of the Company and are reported on the line entitled Change in fair value of net assets of consolidated VIE from mortgage-backed pool on the Company's Consolidated Statements of Operations. See Note 4 for discussion related to the Company’s investments in subordinate tranches of collateralized mortgage-backed pools and Note 15 for fair value disclosures related to a consolidated VIE related to these investments.
 
Real Estate Loans

The Company carries its investments in real estate loans at amortized cost with assessments made for possible loan loss allowances in the event recoverability of the principal amount becomes doubtful. If, upon testing for possible loan loss allowances, the fair value result of the loan or its collateral is lower than the carrying amount of the loan, an allowance is recorded to lower the carrying amount to fair value, with a loss recorded in earnings. The balances of real estate loans presented on the consolidated balance sheets consist of drawn amounts on the loans, net of unamortized deferred loan origination fees and loan loss allowances.

Interest income on real estate loans and notes receivable is recognized on an accrual basis over the lives of the loans or notes. In the event that a loan or note is refinanced with the proceeds of another loan issued by the Company, any unamortized loan fee revenue from the first loan will be recognized as interest revenue at the date of refinancing. Loan origination fees applicable to real estate loans are amortized over the lives of the loans as adjustments to interest income using the effective interest rate method. The accrual of interest on all these instruments ceases when there is concern as to the ultimate collection of principal or interest. Certain real estate loan assets include limited purchase options and either exit fees or additional amounts of accrued interest. Exit fees or accrued interest due will be treated as additional consideration for the acquired project if the Company purchases the subject property. Additional accrued interest becomes due in cash to the Company on the earliest to occur of: (i) the maturity of the loan, (ii) any uncured event of default as defined in the associated loan agreement, (iii) the sale of the project or the refinancing of the loan (other than a refinancing loan by the Company or one of its affiliates) and (iv) any other repayment of the loan.

Evaluations for the possible need for loan loss allowances are performed for each real estate loan investment at least quarterly. Loan loss allowances are needed when it is deemed probable that all amounts due will not be collected according to the contractual terms of the loan. Depending upon the circumstances and significance of risk related to the collectability of the loan, management may determine that (i) the loan should be accounted for as a non-accrual loan because recovery of all contractual amounts due are deemed improbable and that any amounts subsequently received will be used to reduce the loan’s principal balance, (ii) in the event of a modification to the loan granted by the Company as a concession to the borrower who is experiencing financial difficulty, result in the need to apply troubled debt restructuring (“TDR”) accounting guidance, and/or (iii) an allowance for loan loss is required for the loan based upon the value of the underlying collateral and the Company’s evaluation of a possible shortfall with regards to the loan’s repayment based upon an estimated sales price, additional costs (if necessary), estimated selling costs, and amounts due to all lenders.
In connection with the surveillance review process, the Company’s real estate loan investments are assigned an internal risk rating. The internal risk ratings are based on the loan’s current status as compared to underwriting for certain metrics such as total expected construction cost if overruns are noted, construction completion timing if there are delays, current cap rates within the


11

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



MSA, leasing status, rental rates, net operating income, expected free cash flow, and other factors management deems important related to the ultimate collectability of the loan. The final internal risk ratings are influenced by other quantitative and qualitative factors that can result in an adjustment to the ratings. Each loan is given an internal risk rating from “A” to “D”.  Loans rated an “A” meet all present contractual obligations and there are no indicators which would cause concern for the borrower’s ability to meet all present contractual obligations. Loans rated a “B” meet all present contractual obligations, but exhibited at least one indication of a negative variation from the underwriting for the loan and/or project. Loans rated a “C” exhibit some weakness that deserves management’s close attention and if uncorrected, may result in deterioration of repayment prospects. For these loans, management performs analyses to verify the borrower’s ability to meet all present contractual obligations, including obtaining an appraisal of the underlying collateral for the loan. Based on the available collateral to satisfy the Company’s outstanding principal and interest contractually due, we may provide for an allowance, move the loan to non-accrual status for future interest recognition or continue monitoring the loan. For loans rated a “D”, the collection of all contractual principal and interest is improbable and management has determined to account for the loan as a non-accrual loan and, if appropriate under the circumstances record a loan loss allowance.

The Company's real estate loan investments are collateralized by real estate development projects and secured further by guaranties of repayment from one or more of the borrowers. The Company's lines of credit receivable are typically only collateralized by personal guaranties, but occasionally may be cross-collateralized by interests in other real estate projects. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, as well as the financial and operating capability of the borrower. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the overall economic environment, real estate sector, and geographic sub‑market in which the borrower operates are considered. Such impairment analyses are completed and reviewed by management, utilizing various data sources, including periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, capitalization and discount rates and site inspections.
See the Revenue Recognition section of this Note for other loan-related policy disclosures required by ASC 310-10-50-6.
Purchase Option Terminations

The Company will occasionally receive a purchase option on the underlying property in conjunction with extending a real estate loan investment to the developer of the property. The purchase option is often at a discount to the to-be-agreed-upon market value of the property, once stabilized. If the Company elects not to exercise the purchase option and acquire the property, it may negotiate to sell the purchase option back to the developer and receive a termination fee in consideration. The amount of the termination fee is accounted for as additional interest on the real estate loan investment and is recognized as interest revenue utilizing the effective interest method over the period beginning from the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property.

Revenue Recognition

Multifamily communities and student housing properties

Rental revenue is recognized when earned from residents of the Company's multifamily communities, which is over the terms of the rental agreements, typically of 9 to 15 months’ duration. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable, in accordance with ASC 842-30-25-12. The Company disclosed bad debt expense within the Property Operating and Maintenance expense line item in prior periods, but recorded the reduction in revenue against Rental Revenues and Other Property Revenues, as applicable, for the current period.

The Company evaluated the various ancillary revenues within its multifamily leases, including resident utility reimbursements. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under Lease Accounting, ASC 842, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component under Rental Revenues recognized in accordance with ASC 842. Lease components such as pet rental fees and parking rental fees as well as non-lease components such as utility reimbursements were previously presented in the Company’s Other Property Revenues line item. For presentation purposes, the Company has reclassified


12

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



its revenue from these revenue sources into Rental Revenues for all periods presented, for comparability. Revenue from utility reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred.

Grocery-anchored shopping centers and office properties
Our retail leases have original lease terms which generally range from three to seven years for spaces under 5,000 square feet and from 10 to 20 years for spaces over 10,000 square feet. Anchor leases generally contain renewal options for one or more additional periods whereas in-line tenant leases may or may not have renewal options. With the exception of anchor leases, the leases generally contain contractual increases in base rent rates over the lease term and the base rent rates for renewal periods are generally based upon the rental rate for the primary term, which may be adjusted for inflation or market conditions. Anchor leases generally do not contain contractual increases in base rent rates over the lease term and the renewal periods. Our leases generally provide for the payment of fixed monthly rentals and may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level (“percentage rent”). Our leases also generally include tenant reimbursements for common area expenses, insurance, and real estate taxes. Utilities are generally paid by tenants either directly through separate meters or through payment of tenant reimbursements. The foregoing general description of the characteristics of the leases in our centers is not intended to describe all leases and material variations in lease terms may exist.
Our office building leases have original lease terms which generally range from 5 to 15 years and generally contain contractual, annual base rental rate escalations ranging from 2% to 3%. These leases may be structured as gross where the tenant’s base rental rate is all inclusive and there is no additional obligation to reimburse building operating expenses, net or NNN where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expenses, or modified gross where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expense increases over a base year amount (typically calculated as the actual reimbursable operating expenses in year one of the original lease term).

Base rental revenue from tenants' operating leases is a lease component revenue in the Company's grocery-anchored shopping centers and office properties and is recognized on a straight-line basis over the term of the lease. Revenue based on "percentage rent" provisions that provide for additional rents that become due upon achievement of specified sales revenue targets (as specified in each lease agreement) is recognized only after the tenant exceeds its specified sales revenue target. Revenue from reimbursements of the tenants' share of real estate taxes, insurance and common area maintenance, or CAM, costs represent non-lease component revenue. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under ASC 842, Leases, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component under Rental Revenues recognized in accordance with ASC 842. Reimbursement revenue and percentage rent were previously presented in the Company’s Other Property Revenues line item. For presentation purposes, the Company has reclassified its revenue from reimbursements into Rental Revenues for all periods presented, for comparability. Revenue from reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. The Company does not record income and offsetting expense for certain variable costs paid directly to third parties by lessees on behalf of lessors.

Non-lease components which do not qualify under the practical expedient primarily include percentage rent, lease termination income and other ancillary revenue (e.g. storage revenue, license fees, late fees, tenant billbacks). These items are recorded under Other property revenues. Lease termination revenues are recognized ratably over the revised remaining lease term after giving effect to the termination notice or when tenant vacates and the Company has no further obligations under the lease. Rents and tenant reimbursements collected in advance are recorded as prepaid rent within other liabilities in the accompanying consolidated balance sheets. The Company evaluated the collectability of the tenant receivable related to rental and reimbursement billings due from tenants and straight-line rent receivables, which represent the cumulative amount of future adjustments necessary to present rental revenue on a straight-line basis, by taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. The Company evaluates the collectability of these amounts and recognizes revenue related to tenants where collectability is deemed probable, in accordance with ASC 842-30-25-12. The Company previously recorded bad debt expense within the Property operating and maintenance expense line item, and upon adoption of ASC 842 on January 1, 2019, began recording amounts not deemed probable of collection as a reduction of rental revenues and other property revenues, as applicable.

The Company may provide grocery-anchored shopping center and office building tenants an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold


13

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements, recognition of rental revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. For our office properties, if the improvement is deemed to be a “landlord asset,” and the tenant funded the tenant improvements, the cost is amortized over the term of the underlying lease with a corresponding recognition of rental revenues. In order to qualify as a landlord asset, the specifics of the tenant’s assets are reviewed, including the Company's approval of the tenant’s detailed expenditures, whether such assets may be usable by other future tenants, whether the Company has consent to alter or remove the assets from the premises and generally remain the Company's property at the end of the lease.

Gains on sales of real estate assets

The Company recognizes gains on sales of real estate based on the difference between the consideration received and the carrying amount of the distinct asset, including the carrying amount of any liabilities relieved or assumed by the purchasing counterparty and net of disposition expenses.

Lessee accounting

The Company has evaluated its leases for which it is the lessee to determine the value of any right of use assets and related lease liabilities. The Company has three ground leases related to our office and grocery-anchored shopping center assets, one of which had been recorded at fair value on the Company's balance sheet at acquisition due to a purchase option the Company deemed probable of exercising. These ground leases generally have extended terms (e.g. over 20 years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company’s right of use asset and related lease liability in accordance with ASC 842-20-30 related to these ground leases are recorded within the Tenant Receivables and Other Assets and the Security Deposits and Other Liabilities line items of the balance sheet, respectively. The Company is also the lessee of furniture and equipment leases such as office equipment, which generally are three to five years with minimal rent increases. The Company determined that the related right of use asset and lease liability for its furniture and equipment leases were immaterial.


14

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



New Accounting Pronouncements

Standard
Description
Date of Adoption
Effect on the Consolidated Financial Statements
Recently Adopted Accounting Guidance
ASU 2016-02, Leases (Topic 842)

ASU 2018-11, Leases (Topic 842) Targeted Improvements

ASU 2016-02 requires a lessor to separate lease components from non-lease components, such as maintenance services or other activities that transfer a good or service to our residents and tenants in a contract.

In July 2018, the FASB issued ASU 2018-11 which allowed for a practical expedient for lessors to elect, by class of underlying assets, to not separate lease and non-lease components if both (1) the timing and pattern of revenue recognition are the same for the non-lease component(s) and related lease component and (2) the combined single lease component would be classified as an operating lease.

Additional practical expedients were also provided for under ASU 2018-11 related to expired or existing leases.

January 1, 2019
Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient within ASU 2018-11, as codified under ASC 842-10-15-42A, to elect reporting the lease component and non-lease components as one single component under Rental Revenues recognized in accordance with ASC 842. This change had no material effect on the timing of revenue recognition.

The Company has also elected to implement the package of practical expedients provided within ASU 2018-11, as codified under ASC 842-10-65-1(f), which allows the Company not to reassess whether expired or existing contracts contain leases, its lease classification, and any related initial direct costs.

ASU 2018-20, Leases (ASC 842), Narrow-Scope Improvements for Lessors
ASU 2018-20 eliminates the requirement to record income and offsetting expense for certain variable costs paid for by lessees on behalf of lessors.
January 1, 2019
The Company no longer records income and expense for property taxes paid directly to the taxing authority by a lessee based on this standard. The effect is a reduction of other property revenues and of property tax expense, with no effect upon net income/loss.
 
 
 
 
Recently Issued Accounting Guidance Not Yet Adopted
ASU 2016-13, Financial Instruments - Credit Losses (ASC 326)
ASU 2016-03 changes how entities will measure credit losses for most financial assets, including loans, which are not measured at fair value through net income. The guidance replaces the existing incurred loss model with an expected loss model for instruments measured at amortized cost, and require entities to record credit allowances for financial assets rather than reduce the carrying amount, as they do today under the other-than temporary impairment model.
January 1, 2020
We are currently evaluating the potential impacts of the new guidance and proposed amendments to the new guidance on our consolidated financial statements. The new guidance specifically excludes financial assets measured at fair value through net income. The Company elected the fair value option for its Freddie Mac K Program investments. Therefore, we expect the impact of the new guidance on accounting for financial assets will be limited to our real estate investment loans and notes and revolving lines of credit. We expect to implement this new guidance using the modified retrospective basis by recording a cumulative effect adjustment to retained earnings on January 1, 2020. 



15

Preferred Apartment Communities, Inc.
Notes to Consolidated Financial Statements – (continued)
September 30, 2019
(unaudited)



3. Real Estate Assets

The Company's real estate assets consisted of:

 
 
As of:
 
 
September 30, 2019
 
December 31, 2018
Multifamily communities:
 
 
 
 
Properties (1)
 
34

(1) 
32

Units
 
10,245

 
9,768

New Market Properties:
 
 
 
 
Properties 
 
50

(2) 
45

Gross leasable area (square feet) (3)
 
5,644,427

 
4,730,695

Student housing properties:
 
 
 
 
Properties
 
8

 
7

Units
 
2,011

 
1,679

Beds
 
6,095

 
5,208

Preferred Office Properties:
 
 
 
 
Properties
 
9

(2) 
7

Rentable square feet
 
2,913,000

 
2,578,000

 
 
 
 
 
(1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as are the Lenox Village and Regent at Lenox Village assets within the Lenox Portfolio.
(2) One property is owned through a consolidated joint venture.
(3) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and is not included in the totals above for New Market Properties.


Multifamily communities sold

The Company had no sales of multifamily community assets during the nine-month period ended September 30, 2019.

On September 28, 2018, the Company closed on the sale of its 216-unit multifamily community in Philadel