EX-99.1 2 aptssfd1q2022.htm EX-99.1 - Q1 2022 SFD/EARNINGS Document

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Preferred Apartment Communities, Inc. Reports Results
for First Quarter 2022

Total Revenues
$104.9 million for Q1 2022;
down 9.4% from Q1 2021 due primarily to absence of $18.7 million of office property revenues
————————
Net Loss per Share
$(0.62) per share for Q1 2022; $0.11 per share improvement over Q1 2021
————————
Core FFO per Share*
$0.19 per share for Q1 2022 versus $0.25 per share for Q1 2021
————————
AFFO per Share*
$0.15 per share for Q1 2022 versus $0.18 per share for Q1 2021
————————
Multifamily Same Store Results*
Same-store rental and other property revenues increased 11.9% and
same-store net operating income increased 15.9% for Q1 2022 versus Q1 2021
————————
Two Real Estate Loans and One Preferred Equity Investment
Closed During First Quarter 2022
Aggregate commitment amount of $48.1 million
780 multifamily units added to PAC's acquisition pipeline
————————
One Multifamily Community Acquired During First Quarter 2022
Lirio at Rafina, a 280-unit community located in Orlando, Florida
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PAC Enters Multifamily Development Space
PAC to develop a 262-unit community in Wilmington, North Carolina,
will invest $14.8 million in equity to capitalize the project
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PAC Enters into a Definitive Agreement with Blackstone Real Estate Income Trust, Inc.
Cash transaction of $25 per share of Common Stock
Closing expected during Q2 2022

*Core FFO and AFFO results are per weighted-average share and Class A OP Unit outstanding. Core FFO, AFFO and same-store net operating income are non-GAAP measures that are defined beginning on page S-17.
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Atlanta, GA, May 9, 2022
    Preferred Apartment Communities, Inc. (NYSE: APTS) ("we," "our," the "Company," "Preferred Apartment Communities" or "PAC") today reported results for the quarter ended March 31, 2022. Unless otherwise indicated, all per share results are reported based on the basic weighted average shares of our common stock, par value $0.01 per share ("Common Stock"), Class A Units ("Class A Units") of the Preferred Apartment Communities Operating Partnership (our "Operating Partnership") outstanding. See Definitions of Non-GAAP Measures on page S-17.


Conference Call

    As a result of our entering into a definitive merger agreement with affiliates of Blackstone Real Estate Income Trust, Inc. ("BREIT"), we will not have a conference call to discuss our first quarter ended 2022 earnings. For more details on the merger, see our 8-K filed on February 16, 2022.


For Further Information

Paul Cullen
Executive Vice President-Investor Relations    
Chief Marketing Officer
investorrelations@pacapts.com
770-818-4144


Operating Results
    
    Our operating results are presented below.
Three months ended March 31,% change
20222021
Revenues (in thousands)
$104,880 $115,700 (9.4)%
Per share data:
Net loss (1)
$(0.62)$(0.73)— 
FFO (2)
$0.05 $0.16 (68.8)%
Core FFO (2)
$0.19 $0.25 (24.0)%
AFFO (2)
$0.15 $0.18 (16.7)%
Dividends (3)
$0.175 $0.175 — 
(1) Per weighted average share of Common Stock outstanding for the periods indicated.
(2) FFO, Core FFO and AFFO results are presented per basic weighted average share of Common Stock and Class A Unit in our Operating Partnership outstanding for the periods indicated. See Reconciliations of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Loss Attributable to Common Stockholders beginning on page S-3 and Definitions of Non-GAAP Measures beginning on page S-17.
(3) Per share of Common Stock and Class A Unit outstanding.


Financial

Our total revenues for the quarter ended March 31, 2022 decreased approximately $10.8 million, or 9.4%, to $104.9 million from the quarter ended March 31, 2021, due primarily to the absence of revenues from the eight office properties and one real estate loan investment that we sold during the third and fourth quarters of 2021. The disposed office properties contributed approximately $18.7 million, or 16.1% of our total revenues for the quarter ended March 31, 2021.

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Our net loss per share was $(0.62) and $(0.73) for the three-month periods ended March 31, 2022 and 2021, respectively. Funds From Operations, or FFO, was $0.05 and $0.16 per weighted average share of Common Stock and Class A Unit outstanding for the three months ended March 31, 2022 and 2021, respectively. The decline in FFO per share was driven by:

*Lower operating results following the sale of our office properties of $(0.17) per share;
*Lower cash dividend requirements on our preferred stock of $0.14 per share;
*Lower revenues from our real estate loan portfolio of $(0.10) per share;
*Merger-related costs incurred of $(0.09) per share;
*Improved property operating performance, lower interest expense and other items of $0.06 per share; and
*Deemed dividends due to calls and cash redemptions of our preferred stock of $0.05 per share.

Our Core FFO per share decreased to $0.19 for the first quarter 2022 from $0.25 for the first quarter 2021, due to:

*Lower operating results following the sale of our office properties of $(0.17) per share;
*Lower cash dividend requirements on our preferred stock of $0.14 per share;
*Lower revenues from our real estate loan portfolio of $(0.10) per share; and
*Improved property operating performance, lower interest expense and other items of $0.06 per share.

Our AFFO per share decreased to $0.15 for the first quarter 2022, from $0.18 for the first quarter 2021, due to:

*Lower operating results following the sale of our office properties of $(0.17) per share;
*Lower cash dividend requirements on our preferred stock of $0.14 per share;
*Lower revenues from our real estate loan portfolio of $(0.10) per share;
*Improved property operating performance, lower interest expense and other items of $0.06 per share; and
*Lower recurring capital expenditures of $0.03 per share.

Our Core FFO payout ratio to Common Stockholders and Unitholders was approximately 102.1% and our Core FFO payout ratio to our preferred stockholders was approximately 71.4% for the first quarter 2022. (A)

Our AFFO payout ratio to Common Stockholders and Unitholders was approximately 126.9% and our AFFO payout ratio to our preferred stockholders was approximately 75.6% for the first quarter 2022.


(A) We calculate the Core FFO and AFFO payout ratios to Common Stockholders as the ratio of Common Stock dividends and distributions to Core FFO and AFFO. We calculate the Core FFO and AFFO payout ratios to preferred stockholders as the ratio of preferred stock dividends to the sum of preferred stock dividends and Core FFO and AFFO. Since our operations resulted in a net loss from continuing operations for the periods presented, a payout ratio based on net loss is not calculable. See Definitions of Non-GAAP Measures on page S-17.

Operational

Our multifamily communities' same-store rental and other property revenues increased 11.9%, same-store property operating expenses increased 6.3% and same-store net operating income increased 15.9% for the quarter ended March 31, 2022 versus 2021. Our same-store multifamily communities include 10,442 units, or 84.7% of our aggregate 12,322 units in our multifamily community portfolio.

Our rental rates for our multifamily same-store properties for new and renewal leases increased 16.6% and 11.9%, respectively, and 14.1% blended for first quarter 2022 as compared to the expiring leases, excluding shorter-term leases of two months or less.

Our rental rates for our multifamily same-store properties for new and renewal leases increased 15.7% and 11.9%, respectively, and 13.7% blended for April 2022 as compared to the expiring leases, excluding shorter-term leases of two months or less.
As of March 31, 2022, the average age of our multifamily communities was approximately 6.6 years, which we believe is the youngest in the public multifamily REIT industry.

As of March 31, 2022, all of our owned multifamily communities had achieved stabilization except for Lirio at Rafina, which was acquired during the first quarter 2022. We define stabilization as reaching 93% occupancy for all three months within a single quarter.

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The average physical occupancy of our same-store multifamily communities increased to 96.3% for the three-month period ended March 31, 2022 from 95.8% for the three-month period ended March 31, 2021 but was unchanged from the three-month period ended December 31, 2021.


Financing and Capital Markets

As of March 31, 2022, approximately 98.3% of our permanent property-level mortgage debt had fixed interest rates and approximately 0.9% had variable interest rates which are capped. We believe we are well protected against potential increases in market interest rates. Our overall weighted average interest rate for our mortgage debt portfolio was 3.37% for multifamily communities, 4.35% for our remaining office properties, 3.91% for grocery-anchored retail properties and 3.57% in the aggregate.

During the first quarter 2022, we issued and sold an aggregate of 3,167 shares of preferred stock prior to February 10, 2022, when we ceased issuing new shares of preferred stock. We redeemed or called an aggregate of 21,189 shares of preferred stock, resulting in a net reduction of 18,022 outstanding shares of preferred stock, for a net cash outflow of approximately $17.7 million.

During the first quarter 2022, warrants were exercised by the holders at a weighted average price of $19.68 per share and, as a result, we collected approximately $194.0 million from the issuance of an aggregate of 9,858,480 shares of Common Stock. We issued no shares of Common Stock under the 2019 ATM Offering during the first quarter 2022.

At March 31, 2022, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 55.8%.

At March 31, 2022, we had no outstanding balance and $200.0 million available to be drawn on our revolving line of credit.

Our outstanding shares of preferred stock have decreased since January 1, 2019, as summarized in the following chart:

Shares of Preferred Stock
201920202021First Quarter 2022
Issued552,938 228,788 122,297 3,167 
Redeemed by holders(68,512)(164,286)(100,946)(21,189)
Called by PAC— (208,786)(320,746)— 
Net increase (decrease)484,426 (144,284)(299,395)(18,022)
Total outstanding at year end2,136,257 1,991,973 1,692,578 1,674,556 


Significant Transactions
On February 10, 2022, we amended our real estate loan investment supporting The Platform, a 551-unit multifamily community located in San Jose, California. The maturity date of the instrument was extended to August 13, 2022 and a second extension option of December 31, 2022 was added. The all-in interest rate was reduced to 9.5% per annum beginning on the original maturity date of February 13, 2022 and increases in steps each three-month period up to 11.0% per annum on November 14, 2022. As of April 30, 2022, the property's physical occupancy was 92.6%.

On February 11, 2022, we closed on a real estate loan investment of up to approximately $16.7 million supporting a 286-unit multifamily community in the Orlando, Florida MSA.

On February 15, 2022, we refinanced our Chestnut Farm multifamily community with permanent mortgage financing in the amount of approximately $52.3 million, which bears interest at a rate of 3.25% and matures on March 1, 2032.

As previously announced, on February 16, 2022, we entered into an agreement and plan of merger (the “Merger Agreement”) with Pike Parent LLC (“Parent”), Pike Merger Sub I LLC (“Merger Sub I”), Pike Merger Sub II LLC (“Merger Sub II”), Pike Merger Sub III LLC (“Merger Sub III” and, together with Parent, Merger Sub I and Merger Sub II, the “Parent Parties”), the
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Operating Partnership and PAC Operations, LLC (“Operations”). The Parent Parties are affiliates of BREIT, which is an affiliate of Blackstone Inc. Pursuant to the Merger Agreement, (i) Merger Sub II will merge with and into the Operating Partnership (the “Partnership Merger”) with the Operating Partnership being the surviving entity and immediately following the consummation of the Partnership Merger, (ii) Operations will merge with and into Merger Sub III (the “Operations Merger”) with Merger Sub III being the surviving entity and immediately following the Operations Merger, (iii) the Company will merge with and into Merger Sub I (the “Company Merger” and, together with the Partnership Merger and the Operations Merger, the “Mergers”) with Merger Sub I being the surviving entity. Pursuant to the Merger Agreement, (i) each share of Common Stock that is issued and outstanding immediately prior to the Mergers will be automatically cancelled and converted into the right to receive $25.00 in cash and (ii) each share of preferred stock that is issued and outstanding immediately prior to the Mergers will be automatically cancelled and converted into the right to receive $1,000 in cash, plus any accrued but unpaid dividends, if any, to and including the closing date of the Mergers. Notwithstanding the forgoing, any shares of Common Stock or preferred stock held by the Company or any subsidiary of the Company or by the Parent Parties or any of their respective subsidiaries, if any, will no longer be outstanding and will automatically be retired and will cease to exist, and no consideration will be paid in connection with the Mergers.

The Mergers are subject to customary closing conditions, including approval by the Company’s common stockholders at a special meeting to be held on June 7, 2022. The Mergers are expected to close on the third business day after the conditions to closing are satisfied or waived, including approval of the Company’s stockholders of the Mergers. The Company can provide no assurances regarding whether the Mergers will close as expected during the second quarter of 2022, or at all. The board of directors of the Company has unanimously approved the Merger Agreement and has recommended approval of the Mergers by the Company’s common stockholders.

On February 25, 2022, we closed on the acquisition of Lirio at Rafina, a 280-unit multifamily community located in the Orlando, Florida MSA.

On February 28, 2022, we closed on a real estate loan investment of up to approximately $17.2 million supporting a 242-unit multifamily community in Naples, Florida.

On March 2, 2022, we closed on a 65% interest in a $65.0 million joint venture project to develop The Helmsman, a 262-unit multifamily community to be located in Wilmington, North Carolina. This transaction represents our entry into the multifamily development space.

On March 31, 2022, we closed on a preferred equity investment of up to approximately $14.3 million supporting The Shoals, a 252-unit multifamily community in Greenville, South Carolina. The investment will pay a fixed return of 12.0% per annum and has a term of 42 months, with a one-year extension option.


Subsequent to Quarter End

On April 5, 2022, we sold our Champions Village grocery-anchored shopping center in Houston, Texas for $45.0 million and recorded a gain on the sale of approximately $1.9 million.

On April 20, 2022, we sold our Sweetgrass Corner grocery-anchored shopping center in Charleston, South Carolina for $17.0 million and recorded a gain on the sale of approximately $4.3 million.

Between April 1, 2022 and April 30, 2022, the Company issued 1,451,700 shares of Common Stock at an average price of $19.70 per share from exercises of Warrants and collected approximately $28.6 million.

On April 12, 2022, our Vintage Horizon West real estate loan investment was repaid in full.


2022 Guidance

        Due to the pending merger with affiliates of BREIT, we are not issuing guidance at this time with respect to our 2022 financial outlook.

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Real Estate Assets

    At March 31, 2022, our portfolio of owned real estate assets and potential additions from purchase options we held from our real estate loan investments (and one multifamily development project currently under construction) consisted of:
Owned as of March 31, 2022 (1)
Potential additions (2)
Potential total
Residential properties:
Properties42 12 54 
Units12,332 3,639 15,971 
Development properties1
( 4)
— 
Units— 262262 
Grocery-anchored shopping centers:
Properties54 55 
Gross leasable area (square feet)6,210,778 85,500 
( 3)
6,296,278 
Office buildings:
Properties— 
Rentable square feet1,072,000 — 1,072,000 
Land1— 
(1) One multifamily community and two grocery-anchored shopping centers are owned through consolidated joint ventures. One grocery-anchored shopping center is an investment in an unconsolidated joint venture.
(2) We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio.
(3) Estimated square footage of Nexton Shopping Center development.
(4) The Helmsman, a 262-unit multifamily development, will consist of approximately 2,600 square feet of gross leasable area of ground floor retail space which is not included in the totals above for grocery-anchored shopping centers.

Same-Store Financial Data

    The following charts present same-store operating results for the Company’s multifamily communities. We define our population of same-store multifamily communities as those that have achieved occupancy at or above 93% for all three months within a single quarter ("stabilized") before the beginning of the prior year and that have been owned for at least 15 full months as of the end of the first quarter of the current year, enabling comparisons of the current year quarterly and annual reporting periods to the prior year comparative periods. The Company excludes the operating results of properties for which construction of adjacent phases has commenced and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being held for sale as of the end of the reporting period.

For the periods presented, same-store operating results consist of the operating results of the multifamily communities listed on page S-11, comprising an aggregate 10,442 units, or 84.7% of our multifamily units.

Same-store net operating income is a non-GAAP measure that is most directly comparable to net loss, as shown in the reconciliation below. See Definitions of Non-GAAP Measures on page S-17.
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Reconciliation of Net Loss to Multifamily Communities' Same-Store Net Operating Income ("NOI")
Three months ended:
(in thousands)3/31/20223/31/2021
Net loss$(7,844)$(2,709)
Add:
Equity stock compensation1,223 574 
Depreciation and amortization38,161 45,827 
Interest expense23,160 26,991 
General and administrative7,842 7,539 
Merger-related costs4,913 — 
Loss from unconsolidated joint venture108 194 
Management Internalization244 245 
Allowance for expected credit losses572 522 
Less:
Interest revenue on notes receivable6,583 10,512 
Interest revenue on related party notes receivable197 405 
Miscellaneous revenues198 324 
Gain on sale of real estate— 798 
Loss on sale of land(22)— 
Loss on extinguishment of debt(363)— 
Property net operating income61,786 67,144 
Less:
Non same-store property revenues(45,355)(57,498)
Add:
Non same-store property operating expenses15,151 17,600 
Same-store net operating income$31,582 $27,246 


Multifamily Communities' Same-Store NOI
Three months ended:
(in thousands)3/31/20223/31/2021$ change% change
Revenues:
Rental and other property revenues$52,546 $46,961 $5,585 11.9 %
Operating expenses:
Property operating and maintenance8,358 7,746 612 7.9 %
Payroll3,697 3,574 123 3.4 %
Real estate taxes and insurance8,909 8,395 514 6.1 %
Total operating expenses20,964 19,715 1,249 6.3 %
Same-store net operating income$31,582 $27,246 $4,336 15.9 %
Same-store average physical occupancy 96.3 %95.8 %0.5 %
Corporate level expenses related to the management and operations of the multifamily portfolio are allocated on a per unit basis to property NOI and are included in Multifamily Same-Store NOI.

Dividends

Quarterly Dividends on Common Stock and Class A OP Units

    On February 24, 2022, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, that was paid on April 14, 2022 to stockholders of record on March 15, 2022. In conjunction with the Common Stock dividend, our Operating Partnership declared a distribution on its Class A Units of $0.175 per unit for the first quarter 2022, which was
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paid on April 14, 2022 to all Class A Unit holders of record as of March 15, 2022. The Merger Agreement prohibits us from declaring additional dividends on our Common Stock prior to the closing of the Mergers.

Monthly Dividends on Preferred Stock

    We declared monthly dividends of $5.00 per share on our Series A Preferred Stock, which totaled approximately $21.2 million for the first quarter 2022 and represents a 6% annual yield. We declared monthly dividends of $5.00 per share on our Series A1 Preferred Stock, which totaled approximately $3.7 million for the first quarter 2022 and also represents a 6% annual yield. We declared dividends totaling approximately $1.4 million on our Series M Preferred Stock, or mShares, for the first quarter 2022. The mShares have a dividend rate that escalates from 5.75% in year one of issuance to 7.50% in year eight and thereafter. We declared dividends totaling approximately $723,000 on our Series M1 Preferred Stock for the first quarter 2022. The Series M1 Preferred Stock has a dividend rate that escalates from 6.1% in year one of issuance to 7.1% in year ten and thereafter.


Forward-Looking Statements

    “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: redemptions of Series A Preferred Stock, potential additions of properties from purchase options and rights of first offer from our real estate loan investments, development properties, goals and performance are, by definition, and certain other statements in this Earnings Release and Supplemental Financial Data Report may constitute, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, achievements or transactions to be materially different from the results, guidance, goals, performance, achievements or transactions expressed or implied by the forward-looking statements. These statements may be identified by the use of forward-looking terminology such as "may," "trend," "will," "expects," "plans," "estimates," "anticipates," "projects," "intends," "believes," "strategy," "goals," "objectives," "outlook" and similar expressions. These risks, uncertainties and contingencies include, but are not limited to, (a) the impact of the COVID-19 pandemic, including any variants, and related federal, state and local government actions on PAC’s business operations and the economic conditions in the markets in which PAC operates; (b) PAC’s ability to mitigate the impacts arising from COVID-19 or any variants thereof; (c) risks related to the proposed acquisition by BREIT, including the possibility that the consummation of the transaction could be delayed or not completed, and the effect of the announcement or pendency of the transaction on our business; (d) PAC's ability to make distributions to its stockholders in the future and (e) those disclosed in PAC's filings with the SEC. Factors that impact such forward-looking statements include, among others, our business and investment strategy; legislative or regulatory actions; the state of the U.S. economy generally or in specific geographic areas; economic trends and economic recoveries; changes in operating costs, including real estate taxes, utilities and insurance costs; our ability to obtain and maintain debt or equity financing; financing and advance rates for our target assets; our leverage level; changes in the values of our assets; the occurrence of natural or man-made disasters; availability of attractive investment opportunities in our target markets; our ability to maintain our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes; availability of quality personnel; our understanding of our competition and market trends in our industry; and interest rates, real estate values, the debt securities markets and the general economy.

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

    We refer you to the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2021 that was filed with the SEC on February 28, 2022, which includes a discussion of various factors that could adversely affect our financial results. Such risk factors and information may be updated or supplemented by our Form 10-K, Form 10-Q and Form 8-K filings and other documents filed from time to time with the SEC.

COVID-19

Our percentages of rent collected remained stabilized at or near pre-pandemic levels during the first quarter 2022. While the impacts of COVID-19 and its variants are continuing, the effects on our operations have been manageable and we believe this condition will persist, barring a dramatic change in the trajectory of the pandemic. We are continuing to monitor the spread and impact of the variants of COVID-19 as well as vaccination rates in our markets.
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Table of Contents
Consolidated Statements of Operations
S-2
Reconciliations of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Loss Attributable to Common StockholdersS-3
Notes to Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO to Net Loss Attributable to Common StockholdersS-4
Consolidated Balance SheetsS-6
Consolidated Statements of Cash FlowsS-7
Real Estate Loan Investment PortfolioS-8
Mortgage IndebtednessS-10
Multifamily CommunitiesS-11
Capital ExpendituresS-13
Grocery-Anchored Shopping Center PortfolioS-14
Office Building PortfolioS-16
Definitions of Non-GAAP MeasuresS-17
















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Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
Three months ended March 31,
(In thousands, except per-share figures)20222021
Revenues:
Rental and other property revenues $97,902 $104,459 
Interest income on loans and notes receivable6,583 10,512 
Interest income from related parties197 405 
Miscellaneous revenues198 324 
Total revenues104,880 115,700 
Operating expenses:
Property operating and maintenance14,863 15,249 
Property salary and benefits4,655 4,821 
Property management costs792 1,105 
Real estate taxes and insurance15,806 16,140 
General and administrative7,842 7,539 
Merger-related costs4,913 — 
Equity compensation to directors and executives1,223 574 
Depreciation and amortization38,161 45,827 
Allowance for expected credit losses572 522 
Management Internalization expense244 245 
Total operating expenses89,071 92,022 
Operating income before loss from unconsolidated joint
venture and gain on sale of real estate15,809 23,678 
Loss from unconsolidated joint venture(108)(194)
Gain on sale of real estate, net— 798 
Operating income 15,701 24,282 
Interest expense23,160 26,991 
Loss on extinguishment of debt(363)— 
Loss on sale of land (22)— 
Net loss(7,844)(2,709)
Net loss attributable to non-controlling interests30 62 
Net loss attributable to the Company(7,814)(2,647)
Dividends to preferred stockholders(27,033)(33,820)
Dividends to holders of unvested restricted stock(137)(142)
Net loss attributable to common stockholders$(34,984)$(36,609)
Net loss per share of Common Stock available to
 common stockholders, basic and diluted$(0.62)$(0.73)
Weighted average number of shares of Common Stock outstanding,
basic and diluted56,255 50,033 



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Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO
to Net Loss Attributable to Common Stockholders
Three months ended March 31,
(In thousands, except per-share figures)20222021
Net loss attributable to common stockholders (See note 1)$(34,984)$(36,609)
Add:Depreciation of real estate assets32,274 36,832 
Amortization of acquired intangible assets and deferred leasing costs5,620 8,710 
Net loss attributable to Class A Unitholders (See note 2)(64)(33)
Gain on sale of real estate— (798)
FFO attributable to common stockholders and Unitholders2,846 8,102 
Acquisition and pursuit costs100 
Loan cost amortization on acquisition line of credit and loan coordination fees (See note 3)301 424 
Payment of costs related to property refinancing363 — 
Internalization costs (See note 4)244 245 
Corporate governance and merger-related costs5,291 — 
Deemed dividends for redemptions of and non-cash dividends on preferred stock, plus
expenses incurred on calls of preferred stock (See note 5)1,682 3,827 
Expenses related to the COVID-19 global pandemic — 54 
Core FFO attributable to common stockholders and Unitholders 10,827 12,656 
Add:Non-cash equity compensation to directors and executives1,223 574 
Non-cash income for current expected credit losses (See note 12)240 117 
Amortization of loan closing costs (See note 6)1,294 1,212 
Depreciation/amortization of non-real estate assets451 444 
Net loan origination fees received (See note 7)683 817 
Deferred interest income received (See note 8)— 2,917 
Amortization of lease inducements (See note 9)447 448 
Cash received in excess of (exceeded by) amortization of purchase option termination revenues (See note 10)— 250 
Less:Non-cash loan interest income (See note 11)(2,027)(2,874)
Cash paid for loan closing costs— (10)
Amortization of acquired real estate intangible liabilities and straight-line rent adjustments (See note 13)(1,604)(3,315)
Amortization of deferred revenues (See note 14)(940)(940)
Normally recurring capital expenditures (See note 15)(1,883)(3,353)
AFFO attributable to common stockholders and Unitholders$8,711 $8,943 
Common Stock dividends and distributions to Unitholders declared:
Common Stock dividends $10,976 $8,991 
Distributions to Unitholders (See note 2)82 96 
Total$11,058 $9,087 
Common Stock dividends and Unitholder distributions per share$0.175 $0.175 
FFO per weighted average basic share of Common Stock and Unit outstanding$0.05 $0.16 
Core FFO per weighted average basic share of Common Stock and Unit outstanding$0.19 $0.25 
AFFO per weighted average basic share of Common Stock and Unit outstanding$0.15 $0.18 
Weighted average shares of Common Stock and Units outstanding:
Basic:
Common Stock56,255 50,033 
Class A Units468 610 
Common Stock and Class A Units56,723 50,643 
Diluted Common Stock and Class A Units (See note 16)
62,457 50,971 
Actual shares of Common Stock outstanding, including 782 and 809 unvested shares
 of restricted Common Stock at March 31, 2022 and 2021, respectively.63,711 50,904 
Actual Class A Units outstanding at March 31, 2022 and 2021, respectively. 526 548 
Total64,237 51,452 

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

1)Rental and other property revenues and property operating expenses for the three months ended March 31, 2022 include activity for the properties acquired since March 31, 2021.

2)Non-controlling interests in our Operating Partnership consisted of a total of 526,128 Class A Units as of March 31, 2022. 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 0.83% and 1.20% for the three-month periods ended March 31, 2022 and 2021, respectively.

3)     We paid loan coordination fees to Preferred Apartment Advisors, LLC (our "Former Manager") to reflect the administrative effort involved in arranging debt financing for acquired properties prior to the Internalization Transaction (defined in note 4 below). The fees were calculated as 0.6% of the amount of any mortgage indebtedness on newly-acquired properties or refinancing and are amortized over the lives of the respective mortgage loans. This non-cash amortization expense is an addition to FFO in the calculation of Core FFO and AFFO. At March 31, 2022, aggregate unamortized loan coordination fees were approximately $7.4 million, which will be amortized over a weighted average remaining loan life of approximately 10.1 years.

4)    This adjustment reflects the add-back of accretion of the discount on the deferred liability payable to the owners of the Former Manager and other professional fees related to the internalization of the functions performed by the Former Manager and Former Sub-Manager (the "Internalization Transaction").

5)    This additive adjustment removes the effect of deemed dividends that arise from cash calls and redemptions of preferred stock. For shares of preferred stock that are called by the Company or redeemed by the holder, the Company records a deemed dividend for the difference between the redemption of the share at its face value, net of any redemption discount, as compared to the carrying value of the share on the Company’s consolidated balance sheets. Also included in this adjustment is the adding back of expenses incurred related to effecting calls of preferred stock.

6)    We incur loan closing costs on our existing mortgage loans, which are secured on a property-by-property basis by each of our acquired real estate assets, and also for occasional amendments to our syndicated revolving line of credit with Key Bank National Association, or our Revolving Line of Credit. These loan closing costs are also amortized over the lives of the respective loans and the Revolving Line of Credit, and this non-cash amortization expense is an addition to FFO in the calculation of AFFO. Neither we nor the Operating Partnership has any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At March 31, 2022, unamortized loan costs on all the Company's indebtedness were approximately $28.8 million, which will be amortized over a weighted average remaining loan life of approximately 7.8 years.

7) We receive loan origination fees in conjunction with the origination of certain real estate loan investments. The total fees received are additive adjustments to Core FFO in our calculation of AFFO.

8) Over the lives of certain loans, we accrue additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold. Once received from the borrower, the amount of additional accrued interest becomes an additive adjustment to Core FFO in our calculation of AFFO.

9)    This adjustment removes the non-cash amortization of costs incurred to induce tenants to lease space in our office buildings and grocery-anchored shopping centers.

10)    Occasionally we receive fees in exchange for the termination of our purchase options related to certain multifamily communities. These fees are recorded as revenue over the period beginning on the date of termination until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property. The receipt of the cash termination fees are an additive adjustment in our calculation of AFFO and the removal of non-cash revenue from the recognition of the termination fees are a reduction to Core FFO in our calculation of AFFO; both of these adjustments are presented in a single net number within this line. For periods in which recognized termination fee revenues exceeded the amount of cash received, a negative adjustment is shown to Core FFO in our calculation of AFFO; for periods in which cash received exceeded the amount of recognized termination fee revenues, an additive adjustment is shown to Core FFO in our calculation of AFFO.

11) Loan origination fees (described in note 7 above) are recognized as revenue over the lives of the applicable loans as adjustments of yield using the effective interest method. Similarly, the accrual of additional interest amounts (described in note 8 above) are recognized beginning from loan inception through the repayment of the loan or the refinancing or sale of the underlying property. This adjustment removes the effect of both these types of non-cash loan interest income from Core FFO in our calculation of AFFO.


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12)    Effective January 1, 2020, we adopted ASU 2016-03, which requires us to estimate the amount of future credit losses we expect to incur over the lives of our real estate loan investments at the inception of each loan. This loss reserve may be adjusted upward or downward over the lives of our loans and therefore the aggregate net adjustment for each period could be positive (removing the non-cash effect of a net increase in aggregate loss reserves) or negative (removing the non-cash effect of a net decrease in aggregate loss reserves) in these adjustments to Core FFO in calculating AFFO.

13)    This adjustment reflects straight-line rent adjustments and the reversal of the non-cash amortization of below-market and above-market lease intangibles, which were recognized in conjunction with our acquisitions and which are amortized over the estimated average remaining lease terms from the acquisition date for multifamily communities and over the remaining lease terms for grocery-anchored shopping center assets and office buildings. At March 31, 2022, the balance of unamortized below-market lease intangibles was approximately $32.9 million, which will be recognized over a weighted average remaining lease period of approximately 8.2 years.

14)    This adjustment removes the non-cash amortization of deferred revenue recorded by us in conjunction with Company-owned lessee-funded tenant improvements in our office buildings.
    
15)    We deduct from Core FFO normally recurring capital expenditures that are necessary to maintain our assets’ revenue streams in the calculation of AFFO. This adjustment also deducts from Core FFO capitalized amounts for third party costs during the period to originate or renew leases in our grocery-anchored shopping centers and office buildings. This adjustment includes approximately $41,000 of recurring capitalized expenditures incurred at our corporate offices during the three-month period ended March 31, 2022. No adjustment is made in the calculation of AFFO for nonrecurring capital expenditures. See Capital Expenditures, Grocery-Anchored Shopping Center Portfolio, and Office Building Portfolio sections for definitions of these terms.

16)    Since our AFFO results are positive for the periods reflected, we are presenting recalculated diluted weighted average shares of Common Stock and Class A Units for these periods for purposes of this table, which includes the dilutive effect of common stock equivalents from grants of the Class B Units, warrants included in units of Series A Preferred Stock issued, as well as annual grants of restricted Common Stock and restricted stock units. The weighted average shares of Common Stock outstanding presented on the Consolidated Statements of Operations are the same for basic and diluted for any period for which we recorded a net loss available to common stockholders.



See Definitions of Non-GAAP Measures beginning on page S-17.













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Preferred Apartment Communities, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except per-share par values)March 31, 2022December 31, 2021
Assets
Real estate
Land$553,900 $551,378 
Building and improvements2,745,749 2,671,535 
Tenant improvements119,989 119,331 
Furniture, fixtures, and equipment372,288 359,743 
Construction in progress11,723 5,151 
Gross real estate3,803,649 3,707,138 
Less: accumulated depreciation(611,111)(578,496)
Net real estate 3,192,538 3,128,642 
Real estate loan investments, net 210,280 196,420 
Total real estate and real estate loan investments, net3,402,818 3,325,062 
Cash and cash equivalents117,221 30,205 
Restricted cash33,474 32,675 
Note receivable from related party8,875 9,011 
Accrued interest receivable on real estate loans18,569 17,038 
Acquired intangible assets, net of amortization 55,432 59,622 
Tenant lease inducements, net15,976 16,420 
Investment in unconsolidated joint venture5,884 5,992 
Tenant receivables and other assets82,023 67,343 
Total assets$3,740,272 $3,563,368 
Liabilities and equity
Liabilities
Mortgage notes payable, net of deferred loan costs and mark-to-market adjustment$2,388,772 $2,343,364 
Deferred revenues34,612 35,523 
Accounts payable and accrued expenses35,046 36,517 
Deferred liability to Former Manager24,219 24,037 
Contingent liability due to Former Manager14,564 14,631 
Accrued interest payable6,990 7,086 
Dividends and partnership distributions payable21,509 19,912 
Acquired below market lease intangibles, net of amortization 32,936 34,585 
Prepaid rent, security deposits and other liabilities27,004 25,679 
Total liabilities2,585,652 2,541,334 
Commitments and contingencies
Equity
Stockholders' equity
Series A Redeemable Preferred Stock, $0.01 par value per share; 3,050 shares authorized; 2,226 shares
   issued; 1,302 and 1,321 shares outstanding at March 31, 2022 and December 31, 2021, respectively13 13 
Series A1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized; 247
 shares issued; 246 shares outstanding at March 31, 2022 and December 31, 2021, respectively
Series M Redeemable Preferred Stock, $0.01 par value per share; 500 shares authorized; 106 shares issued;
 83 and 84 shares outstanding at March 31, 2022 and December 31, 2021, respectively
Series M1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized; 47 and 43 shares
   issued; 44 and 41 shares outstanding at March 31, 2022 and December 31, 2021, respectively— — 
Common Stock, $0.01 par value per share; 400,067 shares authorized; 62,929 and 52,975 shares issued and
outstanding at March 31, 2022 and December 31, 2021, respectively629 530 
Additional paid-in capital1,333,284 1,195,775 
Accumulated (deficit) earnings (179,814)(172,000)
Total stockholders' equity1,154,115 1,024,321 
Non-controlling interest505 (2,287)
Total equity1,154,620 1,022,034 
Total liabilities and equity$3,740,272 $3,563,368 





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Preferred Apartment Communities, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three-month periods ended March 31,
20222021
Operating activities:
Net loss$(7,844)$(2,709)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense38,161 45,827 
Amortization of above and below market leases(1,369)(1,399)
Amortization of deferred revenues and other non-cash revenues(1,449)(1,195)
Amortization of purchase option termination fees— (1,229)
Amortization of equity compensation, lease incentives and other non-cash expenses1,628 1,229 
Deferred loan cost amortization1,566 1,609 
Non-cash accrued interest income on real estate loan investments(1,531)(2,822)
Receipt of accrued interest income on real estate loan investments— 3,109 
Gains on the sales of real estate, net— (798)
Losses on the sales of land and other, net22 — 
Loss from unconsolidated joint ventures108 194 
Cash received for purchase option terminations— 1,479 
Loss on extinguishment of debt363 — 
Increase in allowance for expected credit losses572 522 
Changes in operating assets and liabilities:
Decrease (increase) in tenant receivables and other assets(3,445)4,766 
Decrease in accounts payable and accrued expenses(429)(2,787)
Increase in accrued interest, prepaid rents and other liabilities1,874 2,589 
Net cash provided by operating activities 28,227 48,385 
Investing activities:
Investments in real estate loans, net of origination fees received(13,605)(18,840)
Repayments of real estate loans— 17,925 
Notes receivable repaid — 79 
Acquisition of properties(90,203)(289)
Disposition of properties and proceeds from land sales, net(260)4,798 
Investment into property development
(2,718)— 
Capital improvements to real estate assets(4,875)(10,263)
Net cash used in investing activities(111,661)(6,590)
Financing activities:
Proceeds from mortgage notes106,310 2,152 
Repayment of mortgage notes(61,745)(10,340)
Payments for deposits and other mortgage loan costs(589)(285)
Payments for debt prepayment and other debt extinguishment costs(324)— 
Proceeds from Revolving Line of Credit185,000 105,000 
Payments on Revolving Line of Credit(185,000)(87,000)
Proceeds from sales of Preferred Stock, net of offering costs 2,800 34,109 
Payments for redemptions and calls of Preferred Stock(19,162)(40,018)
Proceeds from sale of Common Stock and warrant exercises179,213 — 
Common Stock dividends paid(9,382)(8,829)
Preferred Stock dividends and Class A Unit distributions paid(27,118)(33,840)
Payments for deferred offering costs(1,143)(1,030)
Contributions from non-controlling interests2,625 — 
Distributions to non-controlling interests(236)(56)
Net cash (used in) provided by financing activities171,249 (40,137)
Net increase in cash, cash equivalents and restricted cash87,815 1,658 
Cash, cash equivalents and restricted cash, beginning of year62,880 75,716 
Cash, cash equivalents and restricted cash, end of period$150,695 $77,374 

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Real Estate Loan Investments

The following tables present details pertaining to our portfolio of fixed rate, interest-only real estate loan investments.

Project/PropertyLocationMaturity dateOptional extension dateTotal loan commitments
Carrying amount (1) as of
Current / deferred interest % per annum
March 31, 2022December 31, 2021
Multifamily communities:(in thousands)
The PlatformSan Jose, CA8/13/2022
(2)
$137,616 $137,616 $136,061 
(2)
Vintage Horizon WestOrlando, FL10/11/202210/11/202410,900 10,038 9,828 8.5 / 5.5
NextonCharleston, SC12/16/2022N/A6,265 6,265 6,265 
(3)
Vintage Jones FranklinRaleigh, NC11/14/20235/14/202510,000 9,182 8,989 8.5 / 5.5
Solis Cumming Town
CenterAtlanta, GA9/3/20249/3/202620,681 18,542 18,153 8.5 / 5.5
Hudson at Metro WestOrlando, FL9/1/20243/1/202616,791 14,176 13,873 8.5 / 4.5
Oxford Club DriveAtlanta, GA2/11/20252/11/202723,150 7,513 5,551 8.5 / 4.5
Populus at PoolerSavannah, GA5/27/20255/27/202615,907 7,030 2,104 8.5 / 4.25
Populus at Pooler CapitalSavannah, GA5/27/20255/27/20261,169 966 946 8.5 / 4.25
Menlo IIJacksonville, FL4/14/20254/14/202716,610 6,470 4,500 8.5 / 3.5
Beaver RuinAtlanta, GA5/3/202511/3/20269,133 1,098 — 8.5 / 4.5
PradoOrlando, FL8/11/20258/11/202716,650 1,661 — 8.5 / 3.5
AltisNaples, FL2/27/20262/27/202817,151 — — 8.5 / 4.25
302,023 220,557 206,270 
Preferred equity: (4)
The ShoalsGreenville, SC3/31/20263/31/202714,284 — — 8.5 / 3.5
$316,307 220,557 206,270 
Unamortized loan origination fees(1,942)(1,755)
Allowances for expected credit losses and doubtful accounts(8,335)(8,095)
Carrying amount$210,280 $196,420 
(1) Carrying amounts presented per loan are amounts drawn.
(2) Effective February 10, 2022, the Third Amendment to the loan agreement provided for extension options until August 13, 2022 and December 31, 2022. The interest rate was amended to 8.5% current interest and 1.0% deferred interest per annum until May 13, 2022, then 8.5% current interest and 1.5% deferred interest per annum until August 13, 2022. If the second extension option is exercised, the rate increases to 8.5% current interest and 2.0% deferred interest per annum until November 13, 2022, then 8.5% current interest and 2.5% deferred interest per annum until December 31, 2022.
(3) Loan accrues interest at 11% per annum until June 16, 2022, then 13% per annum until December 16, 2022; all interest is paid monthly.
(4) A fixed-return component of the capital stack in a multifamily community development project that is economically equivalent to our real estate loan investments, with features and terms as shown.



















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We hold options or rights of first offer, but not obligations, to purchase some of the properties which are partially financed by our real estate loan investments. Option purchase prices are generally the market value of the property, as negotiated and agreed upon by the purchasing and selling parties and are derived utilizing market cap rates. As of March 31, 2022, potential property acquisitions and units from projects in our real estate loan investment portfolio consisted of:
Total units uponPurchase option window
Project/PropertyLocation
completion (1)
BeginEnd
Multifamily communities
Hudson at Metro WestOrlando, FL320 
S + 90 days (2)
S + 150 days (2)
Vintage Horizon WestOrlando, FL340 
(10)
(3)
(3)
Vintage Jones FranklinRaleigh, NC277 
(3)
(3)
Solis Cumming Town CenterAtlanta, GA320 
(4)
(4)
Club DriveAtlanta, GA352 
(5)
(5)
Populus at PoolerSavannah, GA316 
(6)
(6)
Menlo IIJacksonville, FL337 
(7)
(7)
Beaver RuinAtlanta, GA246 
S + 90 days (8)
S + 150 days (8)
One NextonCharleston, SC351 
(9)
(9)
PradoOrlando, FL286 
S + 90 days
S + 180 days
AltisNaples, FL242 
S + 90 days (2)
S + 150 days (2)
The ShoalsGreenville, SC252 
(4)
(4)
3,639 
(1) We evaluate each project individually and we make no assurance that we will acquire any of the underlying properties from our real estate loan investment portfolio.
(2) The option period window begins and ends at the number of days indicated beyond the achievement of a 93% occupancy threshold by the underlying property.
(3) The option period window begins on the later of one year following receipt of final certificate of occupancy or 90 days beyond the achievement of a 93% occupancy threshold by the underlying property and ends 60 days beyond the option period beginning date.
(4) We hold a right of first offer on the property.
(5) The option period window begins upon the property's achievement of an 85% occupancy threshold. If we are unable to reach an agreement on the property's market value, we have a right of first offer.
(6) The option period window begins upon the property's achievement of an 80% occupancy threshold. If we are unable to reach an agreement on the property's market value, we have a right of first offer.
(7) The option period window begins either by notice from the seller upon the property's achievement of a 70% occupancy threshold or by notice from the purchaser upon the property's achievement of a 93% occupancy threshold and expires 90 days beyond either event. If we are unable to reach an agreement on the property's market value, we have a right of first offer.
(8) The option period window begins and ends at the number of days indicated beyond the achievement of an 85% occupancy threshold by the underlying property. If we are unable to reach an agreement on the property's market value, we have a right of first offer.
(9) The underlying loan is a land acquisition bridge loan that is anticipated to be converted to a real estate loan investment in the future with a purchase option or right of first offer.
(10) The purchase option was voided in conjunction with the repayment of the loan on April 12, 2022.


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Mortgage Indebtedness

    As of March 31, 2022, our mortgage note principal repayment obligations were:
Period
Future principal payments
(in thousands)
2022$54,993 
202381,841 
2024300,318 
202557,692 
2026339,105 
2027320,122 
2028252,544 
2029246,473 
2030357,317 
203197,107 
Thereafter319,705 
Totals$2,427,217 


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Multifamily Communities

As of March 31, 2022, our multifamily community portfolio consisted of the following properties:
Three months ended
March 31, 2022
PropertyLocationNumber of unitsAverage unit size (sq. ft.)Average physical occupancyAverage rent per unit
Same-Store Communities:
Aldridge at Town VillageAtlanta, GA300969 95.7 %$1,628 
Green ParkAtlanta, GA310985 97.1 %$1,657 
Overton RiseAtlanta, GA294 1,018 95.0 %$1,728 
Summit Crossing IAtlanta, GA345 1,034 97.1 %$1,435 
Summit Crossing IIAtlanta, GA140 1,100 97.1 %$1,582 
The Reserve at Summit CrossingAtlanta, GA1721,002 97.3 %$1,529 
Avenues at CypressHouston, TX240 1,170 96.4 %$1,612 
Avenues at NorthpointeHouston, TX280 1,167 94.2 %$1,540 
Stone CreekHouston, TX246 852 95.7 %$1,241 
Aster at Lely ResortNaples, FL308 1,071 96.4 %$1,724 
SorrelJacksonville, FL290 1,048 95.6 %$1,508 
Lux at SorrelJacksonville, FL2651,025 96.4 %$1,557 
Artisan at VieraMelbourne, FL2591,070 96.5 %$1,842 
525 Avalon ParkOrlando, FL487 1,394 95.5 %$1,694 
The BlakeOrlando, FL281908 96.4 %$1,601 
Citi LakesOrlando, FL346 984 97.4 %$1,594 
Village at Baldwin ParkOrlando, FL528 1,069 96.7 %$1,880 
Parkside at the BeachPanama City Beach, FL2881,041 98.8 %$1,563 
Luxe at Lakewood RanchSarasota, FL2801,105 95.0 %$1,808 
Venue at Lakewood RanchSarasota, FL237 1,001 97.2 %$1,888 
Crosstown WalkTampa, FL342 1,070 96.6 %$1,599 
Overlook at Crosstown WalkTampa, FL180986 97.6 %$1,641 
Citrus VillageTampa, FL296 980 97.1 %$1,579 
Five Oaks at WestchaseTampa, FL218983 97.6 %$1,750 
Horizon at Wiregrass Tampa, FL392973 96.9 %$1,755 
Lodge at Hidden RiverTampa, FL300980 96.7 %$1,623 
Lenox VillageNashville, TN273 906 96.8 %$1,431 
Regent at LenoxNashville, TN18 1,072 100.0 %$1,481 
Retreat at LenoxNashville, TN183 773 96.9 %$1,370 
CityPark ViewCharlotte, NC284 948 94.7 %$1,276 
CityPark View SouthCharlotte, NC2001,005 95.2 %$1,394 
Colony at CenterpointeRichmond, VA2551,149 97.5 %$1,571 
Founders VillageWilliamsburg, VA247 1,070 96.2 %$1,615 
Retreat at GreystoneBirmingham, AL312 1,100 94.4 %$1,560 
Vestavia ReserveBirmingham, AL2721,113 95.1 %$1,721 
Adara Overland ParkKansas City, KS2601,116 96.4 %$1,427 
Claiborne CrossingLouisville, KY242 1,204 95.6 %$1,448 
City VistaPittsburgh, PA272 1,023 94.5 %$1,541 
Total/Average Same-Store Communities10,442 96.3 %
Stabilized Communities:
The MenloJacksonville, FL332 966 95.2 %$1,654 
The EllisonAtlanta, GA250 1,064 99.1 %$1,650 
Chestnut FarmCharlotte, NC256 995 98.6 %$1,642 
Alleia at PresidioFort Worth, TX231 1,022 95.7 %$1,661 
The AnsonNashville, TN301 989 96.7 %$1,595 
The KingsonFredericksburg, VA240 993 95.7 %$1,739 
Total/Average Stabilized Communities1,610 96.3 %
Lirio at RafinaOrlando, FL280 974 — — 
Total Multifamily Community Units12,332 
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    For the three-month period ended March 31, 2022, our average same-store multifamily communities' physical occupancy was 96.3%. We calculate average same-store physical occupancy for quarterly periods as the average of the number of occupied units on the 20th day of each of the trailing three months from the reporting period end date and that have been owned for at least 15 full months as of the end of the first quarter of each year. We exclude the operating results of properties for which construction of adjacent phases has commenced and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period. We believe "Same Property" information is useful as it allows both management and investors to gauge our management effectiveness via comparisons of financial and operational results between interim and annual periods for those subsets of multifamily communities owned for current and prior comparative periods.

    For the three-month period ended March 31, 2022, our average stabilized physical occupancy was 96.3%. We calculate average stabilized physical occupancy for quarterly periods as the average number of occupied units on the 20th day of each of the trailing three months from the reporting period end date. All of our multifamily communities were stabilized for the three-month period ended March 31, 2022 except Lirio at Rafina.

    For the three-month period ended March 31, 2022, our average stabilized economic occupancy was 96.1%. We define average economic occupancy as market rent reduced by vacancy losses, expressed as a percentage. All of our multifamily properties are included in these calculations except for properties which are not yet stabilized, properties which are owned for less than the entire reporting period and properties which are undergoing significant capital projects, have sustained significant casualty losses or are adding additional phases. We also exclude properties which are currently being held for sale, of which we had none within the multifamily community portfolio at March 31, 2022. Average economic occupancy is useful both to management and investors as a gauge of our effectiveness in realizing the full revenue generating potential of our multifamily communities given market rents and occupancy rates.




























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Capital Expenditures

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

For the three-month period ended March 31, 2022, our capital expenditures for multifamily communities consisted of:
    
Capital Expenditures - Multifamily Communities
Recurring Non-recurring Total
(in thousands, except per-unit figures)AmountPer UnitAmountPer UnitAmountPer Unit
Appliances$227 $18.53 $— $— $227 $18.53 
Carpets501 40.85 — — 501 40.85 
Wood / vinyl flooring 30 2.47 121 9.83 151 12.30 
Mini blinds and ceiling fans36 2.95 — — 36 2.95 
Fire safety— — 79 6.44 79 6.44 
HVAC128 10.44 — — 128 10.44 
Computers, equipment, misc.56 4.55 59 4.82 115 9.37 
Elevators— — 20 1.60 20 1.60 
Exterior painting and lighting— — 1,101 89.83 1,101 89.83 
Leasing office and other common amenities
— — 257 20.97 257 20.97 
Major structural projects
— — 551 44.97 551 44.97 
Cabinets, countertops and unit upgrades— — 487 39.73 487 39.73 
Landscaping and fencing— — 89 7.28 89 7.28 
Parking lots and sidewalks— — 56 4.58 56 4.58 
Signage and sanitation— — 11 0.87 11 0.87 
Totals$978 $79.79 $2,831 $230.92 $3,809 $310.71 
    



















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Grocery-Anchored Shopping Center Portfolio
    
As of March 31, 2022, our grocery-anchored shopping center portfolio consisted of the following properties:
Property nameLocationYear built
GLA (1)
Percent leasedGrocery anchor tenant
Castleberry-SouthardAtlanta, GA200680,018 100.0 %Publix
Cherokee PlazaAtlanta, GA1958102,864 100.0 %Kroger
Governors Towne SquareAtlanta, GA200468,658 100.0 %Publix
Lakeland PlazaAtlanta, GA1990301,711 95.5 %Sprouts
Powder SpringsAtlanta, GA199977,853 98.2 %Publix
Rockbridge VillageAtlanta, GA2005102,432 91.4 %Kroger
Roswell Wieuca Shopping CenterAtlanta, GA200774,370 97.8 %The Fresh Market
Royal Lakes MarketplaceAtlanta, GA2008119,493 97.7 %Kroger
Sandy Plains ExchangeAtlanta, GA199772,784 100.0 %Publix
Summit PointAtlanta, GA2004111,970 89.2 %Publix
Thompson Bridge CommonsAtlanta, GA200192,587 96.2 %Kroger
Wade Green VillageAtlanta, GA199374,978 94.5 %Publix
Woodmont VillageAtlanta, GA200285,639 100.0 %Kroger
Woodstock CrossingAtlanta, GA199466,122 98.5 %Kroger
East Gate Shopping CenterAugusta, GA199575,716 93.7 %Publix
Fury's FerryAugusta, GA199670,458 98.6 %Publix
Parkway CentreColumbus, GA199953,088 97.7 %Publix
Greensboro VillageNashville, TN200570,203 98.3 %Publix
Spring Hill PlazaNashville, TN200566,693 100.0 %Publix
Parkway Town CentreNashville, TN200565,587 100.0 %Publix
The Market at Salem CoveNashville, TN201062,356 100.0 %Publix
The Market at Victory VillageNashville, TN200771,300 100.0 %Publix
The Overlook at Hamilton PlaceChattanooga, TN1992213,095 99.5 %The Fresh Market
Shoppes of ParklandMiami-Ft. Lauderdale, FL2000145,720 98.6 %BJ's Wholesale Club
Crossroads MarketNaples, FL1993126,895 100.0 %Publix
Neapolitan Way (2)
Naples, FL1985137,580 97.5 %Publix
Berry Town CenterOrlando, FL200399,441 89.9 %Publix
Deltona LandingsOrlando, FL199959,966 94.8 %Publix
University PalmsOrlando, FL199399,172 100.0 %Publix
Disston PlazaTampa-St Petersburg, FL1954129,150 96.6 %Publix
Barclay CrossingTampa, FL199854,958 100.0 %Publix
Polo Grounds MallWest Palm Beach, FL1966130,285 97.3 %Publix
Kingwood GlenHouston, TX1998103,397 97.1 %Kroger
Independence SquareDallas, TX1977140,218 92.6 %Tom Thumb
Midway MarketDallas, TX200285,599 94.9 %Kroger
Oak Park VillageSan Antonio, TX197064,855 100.0 %H.E.B.
Irmo StationColumbia, SC198099,384 89.0 %Kroger
Rosewood Shopping CenterColumbia, SC200236,887 93.5 %Publix
Anderson CentralGreenville Spartanburg, SC1999223,211 95.6 %Walmart
Fairview MarketGreenville Spartanburg, SC199846,303 100.0 %Aldi
Brawley CommonsCharlotte, NC1997122,028 98.6 %Publix
West Town MarketCharlotte, NC200467,883 100.0 %Harris Teeter
Heritage StationRaleigh, NC200472,946 97.9 %Harris Teeter
Maynard CrossingRaleigh, NC1996122,781 86.8 %Harris Teeter
Wakefield CrossingRaleigh, NC200175,927 98.2 %Food Lion
Southgate VillageBirmingham, AL198875,092 96.8 %Publix
Hollymead Town CenterCharlottesville, VA2005158,807 90.5 %Harris Teeter
Free State Shopping CenterWashington, D.C.1970264,152 87.6 %Giant
4,922,612 96.0 %
Redevelopment Properties:
Champions VillageHouston, TX1973383,346 64.9 %Randalls
Sweetgrass CornerCharleston, SC199989,124 32.9 %
Conway PlazaOrlando, FL1966117,705 80.6 %Publix
Hanover Center (3)
Wilmington, NC1954305,346 79.8 %Harris Teeter
Gayton CrossingRichmond, VA1983160,816 
(4)
74.2 %Kroger
Fairfield Shopping Center (3)
Virginia Beach, VA1985231,829 83.0 %Food Lion
1,288,166 72.1 %
6,210,778 91.0 %



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(1) Gross leasable area, or GLA, represents the total amount of property square footage that can be leased to tenants.
(2) Investment in an unconsolidated joint venture that is not prorated for our ownership percentage.
(3) Property is owned through a consolidated joint venture.
(4) The GLA figure shown excludes the GLA of the Kroger store, which is owned by others.

    As of March 31, 2022, our grocery-anchored shopping center portfolio was 91.0% leased (96.0% excluding redevelopment properties). We define percent leased as the percentage of gross leasable area that is leased as of the period end date, including non-cancelable lease agreements that have been signed which have not yet commenced. This metric is used by management to gauge the extent to which our grocery-anchored shopping centers are delivering their total potential rental and other revenues.

    Details regarding lease expirations (assuming no exercises of tenant renewal options) within our grocery-anchored shopping center portfolio as of March 31, 2022 were:
Totals
Number of leasesLeased GLA Percent of leased GLA
Month to month22 65,031 1.2 %
2022113 318,146 5.6 %
2023147 614,369 10.9 %
2024149 1,142,969 20.2 %
2025133 943,070 16.7 %
2026129 560,981 9.9 %
202791 462,094 8.2 %
202832 404,649 7.2 %
202930 249,842 4.4 %
203018 185,300 3.3 %
203124 259,613 4.6 %
2032 +31 442,570 7.8 %
Total919 5,648,634 100.0 %

    Our grocery-anchored shopping center portfolio contained the following anchor tenants as of March 31, 2022:
TenantGLAPercent of total GLA
Publix1,179,030 19.0 %
Kroger581,593 9.4 %
Harris Teeter273,273 4.4 %
Wal-Mart183,211 2.9 %
BJ's Wholesale Club108,532 1.7 %
Food Lion76,523 1.2 %
Giant73,149 1.2 %
Randall's61,604 1.0 %
H.E.B54,844 0.9 %
Tom Thumb43,600 0.7 %
The Fresh Market43,321 0.7 %
Sprouts29,855 0.5 %
Aldi23,622 0.4 %
Total 2,732,157 44.0 %


    Our Quarterly Report on Form 10-Q for the period ended March 31, 2022 will present income statements of New Market Properties, LLC within the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations.
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    Second-generation capital expenditures within our grocery-anchored shopping center portfolio by property for the first quarter 2022 totaled approximately $713,000. Second-generation capital expenditures exclude those expenditures made in our grocery-anchored shopping center and office building portfolios (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our ownership standards, and (iii) for property redevelopments and repositioning.

Office Building Portfolio

    As of March 31, 2022, our office building portfolio consisted of the following properties:
Property NameLocationGLAPercent leased
Three RaviniaAtlanta, GA814,000 93 %
Westridge at La CanteraSan Antonio, TX258,000 100 %
Total/Average1,072,000 95 %

As of March 31, 2022, our office building portfolio included the following significant tenants:
Rentable square footagePercent of Annual Base RentAnnual Base Rent (in thousands)
InterContinental Hotels Group467,000 44.8 %$11,429 
USAA129,000 13.1 %3,357 
Vericast129,000 12.2 %3,102 
Hapag Lloyd127,000 17.5 %4,455 
Lease Query53,000 3.8 %968 
Total905,000 91.4 %$23,311 
    We define Annual Base Rent as the current monthly base rent annualized under the respective leases.

    As of March 31, 2022, the leased square footage of our office building portfolio expires according to the following schedule:
Percent of
Year of lease expirationRented squarerented
feetsquare feet
2022— — 
20238,000 0.8 %
20245,000 0.5 %
202553,000 5.3 %
2026— — 
2027329,000 33.0 %
2028— — 
2029— — 
2030— — 
2031467,000 46.8 %
2032 +136,000 13.6 %
Total998,000 100.0 %

    The Company recognized second-generation capital expenditures within its office building portfolio of approximately $151,000 during the first quarter 2022.





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Definitions of Non-GAAP Measures

    We disclose FFO, Core FFO, AFFO and NOI, each of which meets the definition of a “non-GAAP financial measure”, as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this filing a statement of why the Company believes that presentation of these measures provides useful information to investors. The non-GAAP measures of FFO, Core FFO, AFFO and NOI should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, and we believe that to understand our performance further FFO, Core FFO, AFFO and NOI should be compared with our reported net income or net loss and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements. FFO, Core FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.

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

    FFO is one of the most commonly utilized Non-GAAP measures currently in practice. In its 2002 “White Paper on Funds From Operations,” which was restated in 2018, the National Association of Real Estate Investment Trusts, or NAREIT, standardized the definition of how net income/loss should be adjusted to arrive at FFO, in the interests of uniformity and comparability. We have adopted the NAREIT definition for computing FFO as a meaningful supplemental gauge of our operating results, and as is most often presented by other REIT industry participants.

    The NAREIT definition of FFO (and the one reported by the Company) is:

Net income/loss, excluding:
depreciation and amortization related to real estate;
gains and losses from the sale of certain real estate assets;
gains and losses from change in control; and
impairment writedowns of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.

    Not all companies necessarily utilize the standardized NAREIT definition of FFO, so caution should be taken in comparing our reported FFO results to those of other companies. Our FFO results are comparable to the FFO results of other companies that follow the NAREIT definition of FFO and report these figures on that basis. FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.


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

    We make adjustments to FFO to remove costs incurred and revenues recorded that are singular in nature and outside our normal operations and portray our primary operational results. We calculate Core FFO as:

FFO, plus:
• acquisition and pursuit (dead deal) costs;
• loan cost amortization on acquisition line of credit and loan coordination fees;
• losses on debt extinguishments or refinancing costs;
• Internalization costs;
• Corporate governance and merger-related costs;
• expenses incurred on calls of preferred stock;
• deemed dividends for redemptions of and non-cash dividends on preferred stock; and
• expenses related to the COVID-19 global pandemic;

Less:
• earnest money forfeitures by prospective asset purchasers.


Core FFO figures reported by us may not be comparable to Core FFO figures reported by other companies. We utilize Core FFO as a supplemental measure of the operating performance of our portfolio of real estate assets. We believe Core FFO is useful to investors as a supplemental gauge of our operating performance and may be useful in comparing our operating
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performance with other real estate companies. Since our calculation of Core FFO removes costs incurred and revenues recorded that are often singular in nature and outside our normal operations, we believe it improves comparability to investors in assessing our core operating results across periods. Core FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.

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

    AFFO makes further adjustments to Core FFO results in order to arrive at a more refined measure of operating and financial performance. There is no industry standard definition of AFFO and practice is divergent across the industry. We calculate AFFO as:

Core FFO, plus:
• non-cash equity compensation to directors and executives;
• non-cash (income) expense for current expected credit losses;
• amortization of loan closing costs;
• depreciation and amortization of non-real estate assets;
• net loan origination fees received;
• deferred interest income received;
• amortization of lease inducements;
• cash received in excess of (exceeded by) amortization of purchase option termination revenues;
• non-cash dividends on Series M1 Preferred Stock and mShares; and
• earnest money forfeiture from prospective asset purchaser;

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

    AFFO figures reported by us may not be comparable to those AFFO figures reported by other companies. We utilize AFFO as another measure of the operating performance of our portfolio of real estate assets. We believe AFFO is useful to investors as a supplemental gauge of our operating performance and may be useful in comparing our operating performance with other real estate companies. Since our calculation of AFFO removes other significant non-cash charges and revenues and other costs which are not representative of our ongoing business operations, we believe it improves comparability to investors in assessing our core operating results across periods. AFFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders. FFO, Core FFO and AFFO are not considered measures of liquidity and are not alternatives to measures calculated under GAAP.

Same-Store Net Operating Income (“NOI”)

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




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About Preferred Apartment Communities, Inc.

    
    Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery-anchored shopping centers. Preferred Apartment Communities’ investment objective is to generate attractive, stable returns for stockholders by investing in income-producing properties and acquiring or originating real estate loans. As of March 31, 2022, the Company owned or was invested in 113 properties in 13 states, predominantly in the Southeast region of the United States.

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