Preferred Apartment Communities, Inc. Reports Results for First Quarter 2021

ATLANTA, May 10, 2021 /PRNewswire/ -- Preferred Apartment Communities, Inc. (NYSE: APTS) ("we," "our," the "Company," "Preferred Apartment Communities" or "PAC") today reported results for the quarter ended March 31, 2021. Unless otherwise indicated, all per share results are reported based on the basic weighted average shares of Common Stock and Class A Units ("Class A Units") of the Preferred Apartment Communities Operating Partnership (our "Operating Partnership") outstanding. See Definitions of Non-GAAP Measures.

Preferred Apartment Communities

"We are very pleased to report another quarter of sound operational performance from our Sunbelt-focused portfolio of assets. We are seeing solid growth and positive trajectory in our top line revenues in our core multifamily business, which is supported by broad positive economic and migration trends. These operational successes have allowed us to continue to advance our strategic goals of simplifying our business platform to focus on our Class A suburban Sunbelt multifamily business, complimented by our 100% grocery anchored retail investments, and to continue realigning our balance sheet by reducing our preferred shares outstanding. Subsequent to quarter end, we signed an agreement for the sale of a substantial majority of our office portfolio, and upon closing, anticipated to be in the third quarter, we look forward to utilizing the net proceeds to redeem additional Series A preferred shares while also continuing to leverage our deep Sunbelt relationships to grow our investment in our core multifamily business. We expect these efforts to result in meaningful long-term stockholder value creation," stated Joel Murphy, Preferred Apartment Communities' President and Chief Executive Officer.

Our operating results are presented below.











Three months ended March 31,






2021


2020


% change











Revenues (in thousands)

$

115,700



$

130,882



(11.6)

%











Per share data:








Net income (loss) (1)

$

(0.73)



$

(4.44)






FFO (2)

$

0.16



$

(3.42)






Core FFO (2)

$

0.25



$

0.29



(13.8)

%



AFFO (2)

$

0.18



$

0.47



(61.7)

%



Dividends (3)

$

0.175



$

0.2625



(33.3)

%











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

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

(3)  Per share of Common Stock and Class A Unit outstanding.

Financial

  • Our total revenues for the quarter ended March 31, 2021 decreased 11.6% to approximately $115.7 million from the quarter ended March 31, 2020, primarily due to the sale on November 3, 2020 of our eight student housing properties, as well as from lower interest revenue from our portfolio of real estate loan investments. The student housing properties contributed approximately $12.4 million, or 9.5% of our total revenues and interest revenue from our real estate loan investments contributed approximately $15.0 million, or 11.5% of our total revenues for the quarter ended March 31, 2020.
  • Our net loss per share was $(0.73) and $(4.44) for the three-month periods ended March 31, 2021 and 2020, respectively. Funds From Operations, or FFO, was $0.16 and $(3.42) per weighted average share of Common Stock and Class A Unit outstanding for the three months ended March 31, 2021 and 2020, respectively. The increase in FFO per share was driven by:
    • a reduction in charges related to the closing of the Internalization Transaction (as defined below) in the first quarter 2020 of $3.79 per share;
    • cost savings from Internalization of $0.02 per share;
    • a lower allowance for current expected credit losses of $0.10 per share;
    • lower preferred stock dividends of $0.06 per share;
    • lower FFO from the sale of our student housing properties in the fourth quarter 2020 of ($0.07) per share;
    • lower amortization of purchase option termination fees of ($0.06) per share;
    • lower interest revenue from our smaller real estate loan portfolio of ($0.06) per share;
    • lower revenues from earnest money forfeitures of ($0.06) per share; and
    • deemed dividends from the call of preferred stock of ($0.03) per share.
  • Our Core FFO per share (B) decreased to $0.25 for the first quarter 2021 from $0.29 for the first quarter 2020, primarily due to:
    • a lower allowance for current expected credit losses of $0.10 per share;
    • lower preferred stock dividends of $0.06 per share;
    • cost savings from Internalization of $0.02 per share;
    • lower FFO from the sale of our student housing properties in the fourth quarter 2020 of ($0.07) per share;
    • lower interest revenue from our smaller real estate loan portfolio of ($0.06) per share;
    • lower amortization of purchase option termination fees of ($0.06) per share; and
    • higher equity compensation expense and absence of gain on land condemnation of ($0.02) per share.
  • Our AFFO per share decreased to $0.18 for the first quarter 2021 from $0.47 for the first quarter 2020, primarily due to the aforementioned decline in FFO from the sale of our student housing properties in the fourth quarter 2020, net of savings from preferred dividends and expenses related to the call of the preferred, as well as the following:
    • a decrease in accrued interest collected of ($0.12) per share;
    • lower revenues from earnest money forfeitures of ($0.06) per share;
    • lower interest revenue from our smaller real estate loan portfolio of ($0.04) per share; and
    • higher recurring capital expenditures of ($0.04) per share.
  • Our Core FFO payout ratio to Common Stockholders and Unitholders was approximately 71.8% and our Core FFO payout ratio to our preferred stockholders was approximately 72.8% for the first quarter 2021. (A)
  • Our AFFO payout ratio to Common Stockholders and Unitholders was approximately 101.6% and our AFFO payout ratio to our preferred stockholders was approximately 79.1% for the first quarter 2021.
  • As of March 31, 2021, our total assets were approximately $4.2 billion, a decrease from our total assets of approximately $4.8 billion at March 31, 2020, that primarily resulted from the sale of our student housing portfolio during the fourth quarter 2020 for approximately $478.7 million.

 




(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.




(B) Our Core FFO result for the three-month period ended March 31, 2020 has been amended to reflect the movement of the adjustment for expense for current expected credit losses from an adjustment for Core FFO to an adjustment for AFFO.

Operational

  • Our multifamily communities' same-store rental and other property revenues increased 0.9% for the quarter ended March 31, 2021 versus 2020. Our multifamily communities' same-store net operating income decreased 1.1% for the quarter ended March 31, 2021 versus 2020, driven by a collective increase of 7% in real estate taxes and insurance costs. Our same-store multifamily communities include all our multifamily communities except Artisan at Viera, The Menlo, The Blake, Parkside at the Beach, and Horizon at Wiregrass, all of which were acquired in the last 20 months.
  • As of March 31, 2021, the average age of our multifamily communities was approximately 6.5 years, which is the youngest in the public multifamily REIT industry.
  • As of March 31, 2021, all of our owned multifamily communities had achieved stabilization except for one fourth quarter 2020 acquisition. We define stabilization as reaching 93% for all three consecutive months within a single quarter.
  • The average physical occupancy for the three-month period ended March 31, 2021 increased to 95.8% from 95.6% and 95.7% for the three-month periods ended March 31, 2020 and December 31, 2020, respectively.
  • Our average recurring rental revenue collections before and after any effect of rent deferrals for the first quarter 2021 were approximately 99.1% and 99.2% for multifamily communities, 98.4% and 98.4% for grocery-anchored retail properties and 99.8% and 99.9% for office properties, respectively. Rent deferments provided to our residents and tenants are limited and are primarily related to a change of timing of rent payments with no significant changes to total payments or term.
  • We granted an additional $28,000 of deferred rent during the first quarter 2021, raising the total deferred rent granted to approximately $1.9 million, or approximately 2.0% cumulatively over the last four quarters. Including this deferred rent, our average recurring rental revenue collections were 98.4%, 98.4%, 97.8% and 96.9% for first quarter 2021, fourth quarter 2020, third quarter 2020 and second quarter 2020, respectively. In addition to the deferrals, we granted approximately $676,000 of Covid-related rental abatements to retail tenants only, or approximately 0.7% of our retail portfolio's recurring rental revenues cumulatively over the last four quarters. These rental abatements were generally accompanied by an increase in the tenant's lease term or the lease terms were amended to be more favorable to us. We reserved $99,000, or 0.4% of total retail revenue (inclusive of straight-line rent adjustments) in the first quarter 2021, that is 0.1% of our consolidated rental and other property revenues. Our retail portfolio's total rent reserves over the last four quarters were approximately $2.3 million, or approximately 2.4% of our retail portfolio's recurring rental revenues cumulatively over the same period.

Financing and Capital Markets

  • As of March 31, 2021, approximately 97.4% of our permanent property-level mortgage debt has fixed interest rates and approximately 0.8% has 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 3.5% for multifamily communities, 4.1% for office properties, 3.9% for grocery-anchored retail properties and 3.8% in the aggregate.
  • At March 31, 2021, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 55.9%.
  • At March 31, 2021, we had $160.0 million available to be drawn on our revolving line of credit and approximately $32.3 million of cash.
  • During the first quarter 2021, we issued and sold an aggregate of 37,898 shares of Preferred Stock and redeemed an aggregate of 44,220 shares of Preferred Stock, resulting in a net redemption of 6,322 shares of Preferred Stock, for a net redemption cost of $9.5 million.

Significant Transactions

  • During the first quarter 2021, we received the full principal amounts totaling approximately $17.9 million from the repayment of two real estate loan investments, plus a purchase option termination fee of approximately $1.5 million and $4.3 million of accrued interest from these loan payoffs. These transactions collectively returned approximately $23.7 million of capital to us for investment, preferred redemptions, or other corporate purposes during the first quarter.
  • During the first quarter 2021, we originated one real estate investment loan with a total commitment of $16.8 million, in support of a 320-unit multifamily community in Orlando, Florida. We also originated a land acquisition bridge loan of approximately $7.7 million in support of a proposed multifamily community to be located in suburban Atlanta, Georgia.

Subsequent to Quarter End

  • On April 16, 2021, we entered into a series of transactions with Highwoods Properties in order to dispose of seven of our office properties and one office real estate loan investment for an aggregate purchase price of $717.5 million, including the assumption of debt.
  • On May 4, 2021, we amended our revolving line of credit agreement to extend the maturity date to May 4, 2024 and, among other things, modified certain covenants, reduced certain rates and fees and prepared for LIBOR transitioning.
  • On May 6, 2021, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, payable on July 15, 2021 to stockholders of record on June 15, 2021.

2021 Guidance:  

Net income (loss) per shareWe are continuing to add properties and real estate loan investments to our real estate portfolio and the specific timing of the closing of acquisitions is difficult to predict. Acquisition activity by its nature can cause material variation in our reported depreciation and amortization expense and interest income. Since net income (loss) per share is calculated net of depreciation and amortization expense, our net income (loss) results can fluctuate, possibly significantly, depending upon the timing of the closing of acquisitions. For this reason, we are unable to reasonably forecast this measure or provide a reconciliation of our projected FFO per share to this measure.

Core FFO - Our initial guidance for 2021 did not contemplate a transaction like the office portfolio sale we have previously announced. A transaction of this magnitude will have a material effect on earnings and the impact will be felt throughout our financials. In an effort to clarify some of these impacts, we offer the following revised guidance. We expect Core FFO per weighted average share of Common Stock and Class A Unit to be in the range of $0.73 to $0.83 for the full year.

Underpinning this guidance are the following assumptions

  • Multifamily Same-Store NOI growth of 2.0% to 3.0%, an increase in the lower end of the range from initial guidance
  • New real estate loan investment originations of $50-$100 million
  • Closing date of the office transaction of August 1, 2021
  • Multifamily acquisition volume of between $300 million and $400 million

This guidance also includes the impact of purchase option terminations revenues and the reversal of expected credit loss reserves related to increased loan payoffs, which should materially offset the dilution of the office portfolio sale in the short term.  These one time items represent a declining number of purchase option termination revenue opportunities. We do not believe that the level of purchase option termination revenue will be replicable going forward. We believe the dilution from the office transaction will be more fully felt in 2022.

AFFO, Core FFO and FFO are calculated after deductions for all preferred stock dividends. Reconciliations of net income (loss) attributable to common stockholders to FFO, Core FFO and AFFO for the three-months ended March 31, 2021 and 2020 appear in the attached report, as well as on our website using the following link:

https://investors.pacapts.com/q1-2021-quarterly-supplemental-financial-data 

Real Estate Assets

At March 31, 2021, our portfolio of owned real estate assets and potential additions from purchase options we held from our real estate loan investments consisted of:











Owned as of
March 31, 2021 (1)


Potential
additions from
real estate loan
investment
portfolio (2) (3)


Potential total



Residential properties:








Properties

37



13



50




Units

11,143



3,782



14,925




Grocery-anchored shopping centers:








Properties

54





54




Gross leasable area (square feet)

6,208,278





6,208,278




Office buildings: (4)








Properties

9



1



10




Rentable square feet

3,169,000



195,000



3,364,000




Development properties

2





2




Rentable square feet

35,000





35,000












(1)   One multifamily community, two grocery-anchored shopping centers and two office buildings 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)  The Company has terminated various purchase option agreements in exchange for termination fees. These properties are excluded from the potential additions from our real estate loan investment portfolio.


(4)  Seven of our office properties and the real estate loan investment supporting the 8West office building are under contract to be sold to Highwoods Properties, an unrelated party, pursuant to purchase and sale agreements as of April 16, 2021.


The following chart details monthly cash collections of rental revenues before and after the effect of rent deferrals across all our operating business lines as of May 6, 2021:



Cash Collections of Recurring Rental Revenues (1)



2020


2021

Unadjusted for rent deferrals:


First
quarter


Second
quarter


Third
quarter


Fourth
quarter


January


February


March
















Multifamily


99.9

%


98.8

%


99.0

%


99.1

%


99.1

%


99.2

%


99.2

%

Office


99.9

%


98.1

%


99.7

%


99.7

%


99.9

%


99.9

%


99.6

%

Grocery-anchored retail (2)


99.6

%


91.9

%


96.1

%


97.6

%


98.4

%


98.2

%


98.5

%

































Cash Collections of Recurring Rental Revenues (1)



2020


2021

Adjusted for rent deferrals:


First
quarter


Second
quarter


Third
quarter


Fourth
quarter


January


February


March
















Multifamily


99.9

%


99.4

%


99.0

%


99.1

%


99.1

%


99.2

%


99.2

%

Office


99.9

%


99.9

%


100.0

%


99.7

%


99.9

%


99.9

%


99.9

%

Grocery-anchored retail (2)


99.6

%


96.9

%


97.8

%


98.4

%


98.5

%


98.2

%


98.5

%

















(1) Percent of revenue billed includes recurring charges for base rent, operating expense escalations, pet, garage, parking and storage rent, as well as receivables from U.S. Government tenants, from which collection is reasonably assured.

(2) Includes an investment in an unconsolidated joint venture that is not prorated for our ownership percentage.

The following chart details monthly occupancy and percent leased rates across all our operating business lines:



Monthly Occupancy and Percentages Leased



2020


2021



First
quarter


Second
quarter


Third

quarter


Fourth
quarter


January


February


March
















Occupancy:















Multifamily (stabilized) (1)


95.5

%


94.7

%


95.6

%


95.6

%


95.4

%


95.6

%


96.3

%

Percent leased: (2)















Office


96.7

%


96.2

%


95.5

%


94.7

%


94.9

%


94.7

%


91.0

%

Grocery-anchored retail (3)


92.6

%


92.7

%


92.5

%


91.0

%


90.8

%


90.8

%


90.8

%


(1)  For quarterly periods, calculated as the average of the number of occupied units on the 20th day of each of the trailing three months from the period end date.

(2) Percent of total area leased as of the period end date.

(3) Includes an investment in an unconsolidated joint venture that is not prorated for our ownership percentage.

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 consecutive months within a single quarter ("stabilized") before the beginning of the prior year and that have been owned for at least 15 full months as of the end of the first quarter of the current year, enabling comparisons of the current year quarterly and annual reporting periods to the prior year comparative periods. The Company excludes the operating results of properties for which construction of adjacent phases has commenced and properties which are undergoing significant capital projects, have sustained significant casualty losses, or are being marketed for sale as of the end of the reporting period.

For the periods presented, same-store operating results consist of the operating results of the multifamily communities listed below, comprising an aggregate 9,591 units, or 86.1% of our multifamily units.

Same-store net operating income is a non-GAAP measure that is most directly comparable to net income (loss), as shown in the reconciliation below. See Definitions of Non-GAAP Measures.

Reconciliation of Net Income (Loss) to Multifamily Communities' Same-Store Net Operating Income ("NOI")








Three months ended:

(in thousands)


3/31/2021


3/31/2020






Net income (loss)


$

(2,709)



$

(179,523)


Add:





Equity stock compensation


574



230


Depreciation and amortization


45,827



49,509


Interest expense


26,991



29,593


Management fees




3,099


Corporate G&A and other

7,539



5,948


(Income) loss from unconsolidated joint venture


194




Management Internalization


245



178,793


Allowance for expected credit losses


522



5,133


Waived asset management and general and administrative expense fees




(1,136)


Less:





Interest revenue on notes receivable


10,512



13,439


Interest revenue on related party notes receivable


405



2,537


Miscellaneous revenues


324



3,040


Gains on sales of real estate and land condemnation, net


798



479







Property net operating income


67,144



72,151


Less:





Non same-store property revenues


(61,825)



(69,601)


Add:





Non same-store property operating expenses

19,228



22,266






Same-store net operating income, multifamily communities and





grocery-anchored shopping centers combined


$

24,547



$

24,816







 

Multifamily Communities' Same-Store NOI












Three months ended:





(in thousands)


3/31/2021


3/31/2020


$ change


% change

Revenues:









Rental and other property revenues


$

42,634



$

42,252



$

382



0.9

%










Operating expenses:









Property operating and maintenance


7,092



7,095



(3)



%

Payroll


3,264



3,118



146



4.7

%

Real estate taxes and insurance


7,731



7,223



508



7.0

%

Total operating expenses


18,087



17,436



651



3.7

%










Same-store net operating income


$

24,547



$

24,816



$

(269)



(1.1)

%










Same-store average physical occupancy


95.8

%


95.6

%















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, 2021, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, which was paid on April 15, 2021 to stockholders of record on March 15, 2021. 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 2021, which was paid on April 15, 2021 to all Class A Unit holders of record on March 15, 2021.

Monthly Dividends on Preferred Stock

We declared monthly dividends of $5.00 per share on our Series A Redeemable Preferred Stock, which totaled approximately $29.4 million for the first quarter 2021 and represents a 6% annual yield. We declared monthly dividends of $5.00 per share on our Series A1 Redeemable Preferred Stock, which totaled approximately $2.6 million for the first quarter 2021 and also represents a 6% annual yield. We declared dividends totaling approximately $1.5 million on our Series M Redeemable Preferred Stock, or mShares, for the first quarter 2021. 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 $343,000 on our Series M1 Redeemable Preferred Stock for the first quarter 2021. The Series M1 Redeemable Preferred Stock has a dividend rate that escalates from 6.1% in year one of issuance to 7.1% in year ten and thereafter.

Conference Call and Supplemental Data

We will hold our quarterly conference call on Tuesday, May 11, 2021 at 11:00 a.m. Eastern Time to discuss our first quarter 2021 results. To participate in the conference call, please dial in to the following:

Live Conference Call Details
Dial-in Number: 1-877-883-0383
International Dial-in Number: 1-412-902-6506
Company: Preferred Apartment Communities, Inc.
Date: Tuesday, May 11, 2021
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)
Passcode: 5239504

The live broadcast of PAC's first quarter 2021 conference call will be available online on a listen-only basis at the company's website, www.pacapts.com, under "Investors" and then click on the "News and Events" heading.

A replay of the call will be archived on PAC's' website under Investors/News and Events/Events.

Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:  Estimates of future earnings, guidance, goals and performance are, by definition, and certain other statements in this Earnings Release and Supplemental Financial Data Report may constitute, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, achievements or transactions to be materially different from the results, guidance, goals, performance, achievements or transactions expressed or implied by the forward-looking statements. These 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 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; (c) the closing of the sale of seven of our office properties and one real estate loan investment and (d) 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, 2020 that was filed with the SEC on March 1, 2021, which discuss various factors that could adversely affect our financial results. Such risk factors and information may be updated or supplemented by our Form 10-K, Form 10-Q and Form 8-K filings and other documents filed from time to time with the SEC.

COVID-19

Our percentages of rent collected remained stabilized at or near pre-pandemic levels during the first quarter 2021. While the impacts of COVID-19 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.

Additional Information 

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

The final prospectus for the Series A1/M1 Offering, dated October 22, 2019, can be accessed through the following link:

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

 


Preferred Apartment Communities, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)






Three months ended March 31,

(In thousands, except per-share figures)


2021


2020

Revenues:





Rental and other property revenues


$

104,459



$

111,866


Interest income on loans and notes receivable


10,512



13,439


Interest income from related parties


405



2,537


Miscellaneous revenues


324



3,040







Total revenues


115,700



130,882







Operating expenses:





Property operating and maintenance


15,249



16,846


Property salary and benefits

4,821



5,191


Property management costs

1,105



2,003


Real estate taxes and insurance


16,140



15,675


General and administrative


7,539



5,948


Equity compensation to directors and executives

574



230


Depreciation and amortization


45,827



49,509


Asset management and general and administrative expense





fees to related party




3,099


Allowance for expected credit losses


522



5,133


Management Internalization expense


245



178,793







Total operating expenses


92,022



282,427


Waived asset management and general and administrative




expense fees



(1,136)







Net operating expenses


92,022



281,291


Operating income (loss) before  loss from unconsolidated joint venture





and gain on sale of real estate


23,678



(150,409)


Loss from unconsolidated joint venture


(194)




Gain on sale of real estate, net


798




Operating income (loss)


24,282



(150,409)


Interest expense


26,991



29,593


Gain on land condemnation




479







Net loss


(2,709)



(179,523)


Net loss attributable to non-controlling interests

62



3,141







Net loss attributable to the Company


(2,647)



(176,382)







Dividends declared to preferred stockholders


(33,820)



(33,068)


Earnings attributable to unvested restricted stock


(142)



(2)







Net loss attributable to common stockholders


$

(36,609)



$

(209,452)







Net loss per share of Common Stock available to




 common stockholders, basic and diluted


$

(0.73)



$

(4.44)







Weighted average number of shares of Common Stock outstanding,




basic and diluted


50,033



47,129


 

Reconciliation of FFO Attributable to Common Stockholders and Unitholders, Core FFO and AFFO

to Net (Loss) Income Attributable to Common Stockholders (A)






Three months ended March 31,

(In thousands, except per-share figures)



2021


2020









Net loss attributable to common stockholders (See note 1)

$

(36,609)



$

(209,452)










Add:

Depreciation of real estate assets


36,832



39,775



Amortization of acquired intangible assets and deferred leasing costs

8,710



8,982



Gain on sale of real estate

(798)





Net loss attributable to Class A Unitholders (See note 2)

(33)



(3,094)


FFO attributable to common stockholders and unitholders

8,102



(163,789)











Acquisition and pursuit costs

4



246



Loan cost amortization on acquisition term notes and loan coordination fees (See note 3)

424



678



Internalization costs (See note 4)

245



178,793



Deemed dividends for redemptions of and non-cash dividends on preferred stock

3,827



544



Expenses related to the COVID-19 global pandemic (See note 5)

54



29



Earnest money forfeited by prospective asset purchaser



(2,750)


Core FFO attributable to common stockholders and unitholders (A)

12,656



13,751








Add:

Non-cash equity compensation to directors and executives


574



230



Noncash (income) expense for current expected credit losses (See note 6)

117



4,530



Amortization of loan closing costs (See note 7)


1,212



1,166



Depreciation/amortization of non-real estate assets


444



556



Net loan origination fees received (See note 8)


817



267



Deferred interest income received (See note 9)


2,917



8,277



Amortization of lease inducements (See note 10)


448



439



Earnest money forfeited by prospective asset purchaser



2,750


Less:

Cash received in excess of amortization of purchase option termination revenues (See note 11)

250



760



Non-cash loan interest income (See note 9)


(2,874)



(3,019)



Cash paid for loan closing costs

(10)





Amortization of acquired real estate intangible liabilities and SLR (See note 12)

(3,315)



(4,653)



Amortization of deferred revenues (See note 13)


(940)



(940)



Normally recurring capital expenditures (See note 14)

(3,353)



(1,418)










AFFO attributable to common stockholders and Unitholders

$

8,943



$

22,696








Common Stock dividends and distributions to Unitholders declared:





Common Stock dividends



$

8,991



$

12,491



Distributions to Unitholders (See note 2)


96



203



Total




$

9,087



$

12,694










Common Stock dividends and Unitholder distributions per share


$

0.1750



$

0.2625










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

$

0.16



$

(3.42)


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

$

0.25



$

0.29


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

$

0.18



$

0.47






Weighted average shares of Common Stock and Units outstanding:





Basic:








Common Stock



50,033



47,129



Class A Units




610



827



Common Stock and Class A Units


50,643



47,956











Diluted Common Stock and Class A Units (See note 15)


50,971



47,957










Actual shares of Common Stock outstanding, including 809 and 7 unvested shares




 of restricted Common Stock at March 31, 2021 and 2020, respectively.

50,904



47,585


Actual Class A Units outstanding at March 31, 2021 and 2020, respectively.

548



775



Total




51,452



48,360












(A) Our Core FFO result for the three-month period ended March 31, 2020 has been amended to reflect the movement of the adjustment for expense for current expected credit losses from an adjustment for Core FFO to an adjustment for AFFO.


See Notes to Reconciliation of FFO, Core FFO and AFFO to Net Income (Loss) Attributable to Common Stockholders.

 

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, 2021 include activity for the properties acquired since March 31, 2020. Rental and other property revenues and expenses for the three months ended March 31, 2020 include activity for the acquisitions made during that period only from their respective dates of acquisition.





2)

Non-controlling interests in our Operating Partnership, consisted of a total of 548,369 Class A Units as of March 31, 2021. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with the seller's contribution to us on February 29, 2016 of the Wade Green grocery-anchored shopping center. The remaining Class A units were awarded primarily to our key executive officers. The Class A Units are apportioned a percentage of our financial results as non-controlling interests. The weighted average ownership percentage of these holders of Class A Units was calculated to be 1.20% and 1.72% for the three-month periods ended March 31, 2021 and 2020, 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. 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, 2021, aggregate unamortized loan coordination fees were approximately $11.3 million, which will be amortized over a weighted average remaining loan life of approximately 10.3 years.





4)

This adjustment reflects the add-back of (i) consideration paid to the owners of the Former Manager and NMP Advisors, LLC (our "Former Sub-Manager"), (ii) accretion of the discount on the deferred liability payable to the owners of the Former Manager and (iii) due diligence and pursuit costs incurred by the Company related to the internalization of the functions performed by the Former Manager (the "Internalization Transaction").





5)

This additive adjustment to FFO consists of non-recurring costs for signage, cleaning and supplies necessary to create and maintain work environments necessary to adhere to CDC guidelines during the current COVID-19 pandemic. Since we do not expect to incur similar costs once the COVID-19 pandemic has subsided, we add these costs back to FFO in our calculation of Core FFO.





6)

Effective January 1, 2020, we adopted ASU 2016-03, which requires us to estimate the amount of future credit losses we expect to incur over the lives of our real estate loan investments at the inception of each loan. This loss reserve may be adjusted upward or downward over the lives of our loans and therefore the aggregate net adjustment for each period could be positive (removing the non-cash effect of a net increase in aggregate loss reserves) or negative (removing the non-cash effect of a net decrease in aggregate loss reserves) in these adjustments to FFO in calculating Core FFO. More information on our expected credit loss reserves may be found in note 4 of our consolidated financial statements.





7)

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 have any recourse liability in connection with any of the mortgage loans, nor do we have any cross-collateralization arrangements with respect to the assets securing the mortgage loans, other than security interests in 49% of the equity interests of the subsidiaries owning such assets, granted in connection with our Revolving Line of Credit, which provides for full recourse liability. At March 31, 2021, unamortized loan costs on all the Company's indebtedness were approximately $30.0 million, which will be amortized over a weighted average remaining loan life of approximately 8.9 years.





8)

We receive loan origination fees in conjunction with the origination of certain real estate loan investments. These fees are then recognized as revenue over the lives of the applicable loans as adjustments of yield using the effective interest method. The total fees received are additive adjustments in the calculation of AFFO. Correspondingly, the amortized non-cash income is a deduction in the calculation of AFFO. Over the lives of certain loans, we accrue additional interest amounts that become due to us at the time of repayment of the loan or refinancing of the property, or when the property is sold. This non-cash interest income is subtracted from Core FFO in our calculation of AFFO. The amount of additional accrued interest becomes an additive adjustment to FFO once received from the borrower (see note 10).





9)

This adjustment reflects the receipt during the periods presented of additional interest income (described in note 8 above) which was earned and accrued on various real estate loans prior to those periods and previously deducted in our calculation of AFFO.





10)

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.





11)

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.





12)

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, 2021, the balance of unamortized below-market lease intangibles was approximately $49.9 million, which will be recognized over a weighted average remaining lease period of approximately 8.6 years.





13)

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.





14)

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 $18,000 of recurring capitalized expenditures incurred at our corporate offices during the three months ended March 31, 2021. 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.





15)

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.

 

Preferred Apartment Communities, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per-share par values)


March 31,
2021


December 31,
2020

Assets





Real estate 




Land


$

605,282



$

605,282


Building and improvements

3,039,783



3,034,727


Tenant improvements

186,843



184,288


Furniture, fixtures, and equipment

308,222



306,725


Construction in progress

11,649



12,269


Gross real estate

4,151,779



4,143,291


Less: accumulated depreciation

(546,634)



(509,547)


Net real estate

3,605,145



3,633,744


Real estate loan investments, net

280,938



279,895


Total real estate and real estate loan investments, net

3,886,083



3,913,639







Cash and cash equivalents

32,322



28,657


Restricted cash

45,052



47,059


Notes receivable

1,784



1,863


Note receivable and revolving line of credit due from related party

9,011



9,011


Accrued interest receivable on real estate loans

22,241



22,528


Acquired intangible assets, net of amortization

118,388



127,138


Tenant lease inducements, net

17,803



18,206


Investment in unconsolidated joint venture


6,463



6,657


Tenant receivables and other assets

95,821



106,321







Total assets

$

4,234,968



$

4,281,079







Liabilities and equity




Liabilities




Mortgage notes payable, net of deferred loan costs and mark-to-market adjustment

$

2,587,660



$

2,594,464


Revolving line of credit

40,000



22,000


Unearned purchase option termination fees

473



723


Deferred revenue

35,070



36,010


Accounts payable and accrued expenses

37,237



41,912


Deferred liability to Former Manager

23,512



23,335


Contingent liability due to Former Manager

14,755



14,814


Accrued interest payable

7,997



7,877


Dividends and partnership distributions payable

20,410



20,137


Acquired below market lease intangibles, net of amortization

49,879



51,934


Prepaid rent, security deposits and other liabilities

31,122



29,425


Total liabilities

2,848,115



2,842,631







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; 1,694 and 1,735 shares outstanding at March 31, 2021 and December 31, 2020, respectively

17



17


Series A1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized;




 184 and 149 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

1



1


Series M Redeemable Preferred Stock, $0.01 par value per share; 500 shares authorized; 106 shares




  issued; 87 and 89 shares outstanding at March 31, 2021 and December 31, 2020, respectively

1



1


Series M1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized; 22 and 19




  shares issued; 21 and 19 shares outstanding at March 31, 2021 and December 31, 2020, respectively




Common Stock, $0.01 par value per share; 400,067 shares authorized; 50,095 and 49,994 shares issued




and outstanding at March 31, 2021 and December 31, 2020, respectively

501



500


Additional paid-in capital


1,582,193



1,631,646


Accumulated (deficit) earnings


(195,093)



(192,446)


Total stockholders' equity


1,387,620



1,439,719


Non-controlling interest


(767)



(1,271)


Total equity


1,386,853



1,438,448







Total liabilities and equity


$

4,234,968



$

4,281,079


 


Preferred Apartment Communities, Inc.

Consolidated Statements of Cash Flows

(Unaudited)




Three months ended March 31,

(In thousands)


2021


2020

Operating activities:





Net loss 


$

(2,709)



$

(179,523)


Reconciliation of net loss to net cash provided by (used in)  operating activities:




Depreciation and amortization expense

45,827



49,509


Amortization of above and below market leases

(1,399)



(1,705)


Amortization of deferred revenues and other non-cash revenues

(1,195)



(1,269)


Amortization of purchase option termination fees

(1,229)



(4,040)


Amortization of equity compensation, lease incentives and other non-cash expenses

1,229



849


Deferred loan cost amortization

1,609



1,781


Non-cash accrued interest income on real estate loan investments

(2,822)



(3,296)


Receipt of accrued interest income on real estate loan investments

3,109



8,865


Gains on sale of real estate and land condemnation, net

(798)



(479)


Loss from unconsolidated joint venture

194




Cash received for purchase option terminations

1,479



4,800


Increase in allowance for expected credit losses

522



5,133


Changes in operating assets and liabilities:




Decrease (increase) in tenant receivables and other assets

4,788



(10,775)


(Increase) in tenant lease incentives

(22)




(Decrease) increase in accounts payable and accrued expenses

(2,787)



24,190


Increase in deferred liability to Former Manager



22,851


Increase in contingent liability



15,000


Increase (decrease) in accrued interest, prepaid rents and other liabilities

2,589



(1,282)


Net cash provided by (used in) operating activities

48,385



(69,391)







Investing activities:





Investments in real estate loans


(19,657)



(11,631)


Repayments of real estate loans


17,925



53,896


Notes receivable issued


(64)



(249)


Notes receivable repaid


143



10,041


Notes receivable issued to and draws on line of credit by related parties



(9,624)


Repayments of notes receivable and lines of credit by related parties



4,546


Origination fees received on real estate loan investments

817



267


Acquisition of properties




(125,107)


Disposition of properties, net

4,798




Proceeds from land condemnation




738


Capital improvements to real estate assets

(10,263)



(12,817)


Deposits paid on acquisitions

(289)



(915)


Net cash  used in investing activities

(6,590)



(90,855)











Financing activities:





Proceeds from mortgage notes payable

2,152



81,413


Repayments of mortgage notes payable

(10,340)



(42,252)


Payments for deposits and other mortgage loan costs

(285)



(1,694)


Proceeds from lines of credit


105,000



284,000


Payments on lines of credit


(87,000)



(92,500)


Repayment of Term Loan



(70,000)


Proceeds from sales of preferred stock and Units, net of offering costs and redemptions

34,109



89,398


Proceeds from exercises of Warrants



44


Payments for redemptions of preferred stock

(40,018)



(9,890)


Common Stock dividends paid


(8,829)



(12,156)


Preferred stock dividends and Class A Unit distributions paid

(33,840)



(32,732)


Payments for deferred offering costs


(1,030)



(7,042)


Distributions to non-controlling interests


(56)




Contributions from non-controlling interests




197


Net cash (used in) provided by financing activities

(40,137)



186,786






Net  increase in cash, cash equivalents and restricted cash

1,658



26,540


Cash, cash equivalents and restricted cash, beginning of year

75,716



137,253


Cash, cash equivalents and restricted cash, end of period

$

77,374



$

163,793


Real Estate Loan Investments

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

Project/Property


Location


Maturity
date


Optional
extension
date


Total loan
commitments


Carrying amount (1) as of


Current /
deferred
interest %
per annum






March 31,
2021


December 31,
2020

















Residential properties:






(in thousands)



Berryessa


San Jose, CA


2/13/2022


2/13/2023


$

137,616



$

129,260



$

126,237



8.5 / 3

The Anson


Nashville, TN


11/24/2021


11/24/2023


6,240



6,240



6,240



8.5 / 4.5

The Anson Capital


Nashville, TN


11/24/2021


11/24/2023


5,659



4,943



4,839



8.5 / 4.5

V & Three


Charlotte, NC


8/15/2021


8/15/2022


10,336



10,335



10,335



8.5 / 5

V & Three Capital


Charlotte, NC


8/18/2021


8/18/2022


7,338



7,315



7,162



8.5 / 5

Cameron Square


Alexandria, VA


10/11/2021


10/11/2023


21,340



21,298



20,874



8.5 / 3

Cameron Square Capital


Alexandria, VA


10/11/2021


10/11/2023


8,850



8,850



8,850



8.5 / 3

Southpoint


Fredericksburg, VA


2/28/2022


2/28/2024


7,348



7,348



7,348



8.5 / 4

Southpoint Capital


Fredericksburg, VA


2/28/2022


2/28/2024


4,962



4,725



4,626



8.5 / 4

Vintage Destin


Destin, FL


3/24/2022


3/24/2024


10,763



9,944



9,736



8.5 / 4

Hidden River II


Tampa, FL


10/11/2022


10/11/2024


4,462



4,462



4,462



8.5 / 3.5

Hidden River II Capital


Tampa, FL


10/11/2022


10/11/2024


2,763



2,514



2,461



8.5 / 3.5

Kennesaw Crossing


Atlanta, GA


9/1/2023


9/1/2024


14,810



13,304



13,025



8.5 / 5.5

Vintage Horizon West


Orlando, FL


10/11/2022


10/11/2024


10,900



9,212



9,019



8.5 / 5.5

Chestnut Farms


Charlotte, NC


2/28/2025


N/A


13,372



11,921



11,671



8.5 / 5.5

Vintage Jones Franklin


Raleigh, NC


11/14/2023


5/14/2025


10,000



8,426



7,904



8.5 / 5.5

Solis Cumming Town















Center


Atlanta, GA


9/3/2024


9/3/2026


20,681



8,393



5,584



8.5 / 5.5

Hudson at Metro West


Orlando, FL


9/1/2024


3/1/2026


16,791



3,504





8.5 / 4.5

Oxford Club Drive


Atlanta, GA


3/30/2022


N/A


7,744



7,744





13

Newbergh


Atlanta, GA


N/A


N/A


N/A





11,749



  (2)

Newbergh Capital


Atlanta, GA


N/A


N/A


N/A





6,176



  (2)
















Office property:















8West


Atlanta, GA


11/29/2022


11/29/2024


19,193



12,150



11,858



8.5 / 5
























$

341,168



291,888



290,156




Unamortized loan origination fees








(1,766)



(1,194)




Allowances for expected credit losses and doubtful accounts






(9,184)



(9,067)



















Carrying amount










$

280,938



$

279,895



























(1) Carrying amounts presented per loan are amounts drawn.

(2) On March 12, 2021, we received approximately $23.7 million in full satisfaction of the principal and all interest due on the loans.

We hold options or rights of first offer, but not obligations, to purchase some of the properties which are partially financed by our real estate loan investments. Certain option purchase prices may be negotiated at the time of the loan closing and are to be calculated based upon market cap rates at the time of exercise of the purchase option, with discounts up to 15 basis points (if any), depending on the loan. As of March 31, 2021, potential property acquisitions and units from projects in our real estate loan investment portfolio consisted of:




Total units upon


Purchase option window


Project/Property

Location


completion (1)


Begin


End











Multifamily communities:









V & Three

Charlotte, NC


338



S + 90 days (2)


S + 150 days (2)


The Anson

Nashville, TN


301



S + 90 days (2)


S + 150 days (2)


Southpoint

Fredericksburg, VA


240



S + 90 days (2)


S + 150 days (2)


Vintage Destin

Destin, FL


282



(3)


(3)


Hidden River II

Tampa, FL


204



S + 90 days (2)


S + 150 days (2)


Cameron Square

Alexandria, VA


302



(4)


(4)


Kennesaw Crossing

Atlanta, GA


250



(4)


(4)


Vintage Horizon West

Orlando, FL


340



(3)


(3)


Solis Chestnut Farm

Charlotte, NC


256



(4)


(4)


Vintage Jones Franklin

Raleigh, NC


277



(3)


(3)


Solis Cumming Town Center

Atlanta, GA


320



(4)


(4)


Hudson at Metro West

Orlando, FL


320



S + 90 days (2)


S + 150 days (2)


Club Drive

Atlanta, GA


352



(5)


(5)











Office property:









8West

Atlanta, GA




(6)


(6)














3,782










(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% physical occupancy rate 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% physical occupancy rate 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 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.

(6) The real estate loan investment supporting the 8West office building and  seven of our office properties are under contract to be sold pursuant to a purchase and sale agreement to Highwoods Properties, an unrelated party, as of April 16, 2021.


Mortgage Indebtedness

The following table and chart summarizes the future maturities of our mortgage notes payable:

(in thousands)


Total




Maturity dates occurring in:






2021


$

93,360


2022


72,728


2023


116,473


2024


289,868


2025


57,922


2026


255,389


2027


280,200


2028


338,848


2029


321,689


2030


359,141


Thereafter


446,898





Totals


$

2,632,516


Multifamily Communities

As of March 31, 2021, our multifamily community portfolio consisted of the following properties:









Three months ended
March 31, 2021

Property


Location


Number of
units


Average unit
size (sq. ft.)


Average
physical
occupancy


Average rent
per unit












Same-Store Communities:











Aldridge at Town Village


Atlanta, GA


300



969



96.3

%


$

1,431


Green Park


Atlanta, GA


310



985



97.8

%


$

1,509


Overton Rise


Atlanta, GA


294



1,018



95.9

%


$

1,586


Summit Crossing I


Atlanta, GA


345



1,034



97.1

%


$

1,260


Summit Crossing II


Atlanta, GA


140



1,100



96.7

%


$

1,367


The Reserve at Summit Crossing


Atlanta, GA


172



1,002



95.9

%


$

1,347


Avenues at Cypress


Houston, TX


240



1,170



95.7

%


$

1,462


Avenues at Northpointe


Houston, TX


280



1,167



95.7

%


$

1,393


Stone Creek


Houston, TX


246



852



94.6

%


$

1,185


Vineyards


Houston, TX


369



1,122



96.4

%


$

1,196


Aster at Lely Resort


Naples, FL


308



1,071



97.0

%


$

1,448


Sorrel


Jacksonville, FL


290



1,048



95.3

%


$

1,329


Lux at Sorrel


Jacksonville, FL


265



1,025



94.3

%


$

1,399


525 Avalon Park


Orlando, FL


487



1,394



94.7

%


$

1,512


Citi Lakes


Orlando, FL


346



984



94.3

%


$

1,456


Village at Baldwin Park


Orlando, FL


528



1,069



94.9

%


$

1,667


Luxe at Lakewood Ranch


Sarasota, FL


280



1,105



96.3

%


$

1,486


Venue at Lakewood Ranch


Sarasota, FL


237



1,001



96.2

%


$

1,541


Crosstown Walk


Tampa, FL


342



1,070



95.2

%


$

1,355


Overlook at Crosstown Walk


Tampa, FL


180



986



95.6

%


$

1,431


Citrus Village


Tampa, FL


296



980



96.2

%


$

1,370


Five Oaks at Westchase


Tampa, FL


218



983



97.6

%


$

1,492


Lodge at Hidden River


Tampa, FL


300



980



96.0

%


$

1,407


Lenox Village


Nashville, TN


273



906



96.9

%


$

1,295


Regent at Lenox


Nashville, TN


18



1,072



96.3

%


$

1,380


Retreat at Lenox


Nashville, TN


183



773



95.8

%


$

1,253


CityPark View


Charlotte, NC


284



948



95.7

%


$

1,159


CityPark View South


Charlotte, NC


200



1,005



95.0

%


$

1,277


Colony at Centerpointe


Richmond, VA


255



1,149



96.3

%


$

1,412


Founders Village


Williamsburg, VA


247



1,070



97.2

%


$

1,419


Retreat at Greystone


Birmingham, AL


312



1,100



95.7

%


$

1,398


Vestavia Reserve


Birmingham, AL


272



1,113



95.7

%


$

1,557


Adara Overland Park


Kansas City, KS


260



1,116



95.8

%


$

1,349


Claiborne Crossing


Louisville, KY


242



1,204



96.7

%


$

1,364


City Vista


Pittsburgh, PA


272



1,023



93.4

%


$

1,455













Total/Average Same-Store Communities




9,591





95.8

%














Stabilized Communities:











Artisan at Viera


Melbourne, FL


259



1,070



94.1

%


$

1,664


The Menlo


Jacksonville, FL


332



966





$

1,502


The Blake


Orlando, FL


281



908



93.5

%


$

1,467


Parkside at the Beach


Panama City Beach, FL


288



1,041



96.6

%


$

1,397


Horizon at Wiregrass


Tampa, FL


392



973



96.7

%


$

1,515













Total/Average Stabilized Communities




1,552





95.8

%














Total multifamily community units




11,143



















For the three-month period ended March 31, 2021, our average same-store multifamily communities' physical occupancy was 95.8%. 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, 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, 2021, our average stabilized physical occupancy was 95.8%. 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, 2021 except The Menlo.

For the three-month period ended March 31, 2021, our average economic occupancy was 95.5%. We define average economic occupancy as market rent reduced by vacancy losses, expressed as a percentage. All of our multifamily properties are included in these calculations except for properties which are not yet stabilized (which we define as properties having first achieved 93% physical occupancy for three full months in a quarter), 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 marketed for sale, of which we had none at March 31, 2021. 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. 

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. Since the onset of the COVID-19 pandemic, all nonrecurring and discretionary capital expenditures have been reviewed individually and approved on an as-needed basis. Certain recurring safety-related operational capital expenditures have continued without interruption as they remain necessary for the continued normal operation of our properties.

For the three-month period ended March 31, 2021, our capital expenditures for multifamily communities consisted of:               




Capital Expenditures - Multifamily Communities




Recurring


Non-recurring


Total

(in thousands, except per-unit figures)

Amount


Per Unit


Amount


Per Unit


Amount


Per Unit

Appliances

$

173



$

15.55



$



$



$

173



$

15.55


Carpets



471



42.26







471



42.26


Wood / vinyl flooring

84



7.49



96



8.63



180



16.12


Mini blinds and ceiling fans

44



3.92







44



3.92


Fire safety






142



12.72



142



12.72


HVAC


111



10.00







111



10.00


Computers, equipment, misc.

10



0.89



78



6.97



88



7.86


Elevators





10



0.90



10



0.90


Exterior painting and lighting





1,247



111.94



1,247



111.94


Leasing office and other common amenities 

19



1.70



270



24.18



289



25.88


Major structural projects 





626



56.17



626



56.17


Cabinets, countertops and unit  upgrades





103



9.27



103



9.27


Landscaping and fencing





119



10.68



119



10.68


Parking lots and sidewalks






131



11.80



131



11.80


Signage and sanitation





25



2.20



25



2.20


Totals



$

912



$

81.81



$

2,847



$

255.46



$

3,759



$

337.27


Grocery-Anchored Shopping Center Portfolio                

As of March 31, 2021, our grocery-anchored shopping center portfolio consisted of the following properties:

Property name

Location


Year built


GLA (1)


Percent
leased


Grocery anchor
tenant











Castleberry-Southard

 Atlanta, GA


2006


80,018



100.0

%


 Publix

Cherokee Plaza

 Atlanta, GA


1958


102,864



100.0

%


Kroger

Governors Towne Square

 Atlanta, GA


2004


68,658



95.9

%


 Publix

Lakeland Plaza

 Atlanta, GA


1990


301,711



95.8

%


Sprouts

Powder Springs

 Atlanta, GA


1999


77,853



96.7

%


 Publix

Rockbridge Village

 Atlanta, GA


2005


102,432



84.4

%


 Kroger

Roswell Wieuca Shopping Center

 Atlanta, GA


2007


74,370



97.8

%


The Fresh Market

Royal Lakes Marketplace

 Atlanta, GA


2008


119,493



92.2

%


 Kroger

Sandy Plains Exchange

 Atlanta, GA


1997


72,784



100.0

%


Publix

Summit Point

 Atlanta, GA


2004


111,970



82.2

%


 Publix

Thompson Bridge Commons

 Atlanta, GA


2001


92,587



96.2

%


Kroger

Wade Green Village

 Atlanta, GA


1993


74,978



94.5

%


 Publix

Woodmont Village

 Atlanta, GA


2002


85,639



96.3

%


Kroger

Woodstock Crossing

 Atlanta, GA


1994


66,122



100.0

%


 Kroger

East Gate Shopping Center

 Augusta, GA


1995


75,716



90.4

%


 Publix

Fury's Ferry

 Augusta, GA


1996


70,458



98.0

%


 Publix

Parkway Centre

 Columbus, GA


1999


53,088



97.7

%


 Publix

Greensboro Village

 Nashville, TN


2005


70,203



98.3

%


 Publix

Spring Hill Plaza

 Nashville, TN


2005


66,693



100.0

%


 Publix

Parkway Town Centre

 Nashville, TN


2005


65,587



98.2

%


 Publix

The Market at Salem Cove

 Nashville, TN


2010


62,356



97.8

%


 Publix

The Market at Victory Village

 Nashville, TN


2007


71,300



100.0

%


 Publix

The Overlook at Hamilton Place

 Chattanooga, TN


1992


213,095



100.0

%


The Fresh Market

Shoppes of Parkland

 Miami-Ft. Lauderdale, FL


2000


145,720



100.0

%


BJ's Wholesale Club

Crossroads Market

 Naples, FL


1993


126,895



98.4

%


Publix

Neapolitan Way (2)

 Naples, FL


1985


137,580



91.5

%


Publix

Berry Town Center

 Orlando, FL


2003


99,441



85.4

%


Publix

Deltona Landings

 Orlando, FL


1999


59,966



98.4

%


 Publix

University Palms

 Orlando, FL


1993


99,172



98.9

%


Publix

Disston Plaza

 Tampa-St. Petersburg, FL


1954


129,150



97.5

%


Publix

Barclay Crossing

 Tampa, FL


1998


54,958



100.0

%


 Publix

Polo Grounds Mall

 West Palm Beach, FL


1966


130,285



97.3

%


Publix

Kingwood Glen

 Houston, TX


1998


103,397



97.1

%


 Kroger

Independence Square

 Dallas, TX


1977


140,218



86.6

%


Tom Thumb

Midway Market

 Dallas, TX


2002


85,599



90.3

%


Kroger

Oak Park Village

 San Antonio, TX


1970


64,855



100.0

%


H.E.B.

Irmo Station

 Columbia, SC


1980


99,384



90.8

%


Kroger

Rosewood Shopping Center

 Columbia, SC


2002


36,887



93.5

%


 Publix

Anderson Central

 Greenville Spartanburg, SC


1999


223,211



94.2

%


 Walmart

Fairview Market

 Greenville Spartanburg, SC


1998


46,303



94.0

%


Aldi

Brawley Commons

 Charlotte, NC


1997


122,028



100.0

%


 Publix

West Town Market

 Charlotte, NC


2004


67,883



100.0

%


Harris Teeter

Heritage Station

 Raleigh, NC


2004


72,946



100.0

%


Harris Teeter

Maynard Crossing

 Raleigh, NC


1996


122,781



93.9

%


Harris Teeter

Wakefield Crossing

 Raleigh, NC


2001


75,927



98.2

%


Food Lion

Southgate Village

 Birmingham, AL


1988


75,092



96.8

%


 Publix

Hollymead Town Center

 Charlottesville, VA


2005


158,807



88.4

%


Harris Teeter

Free State Shopping Center

 Washington, DC


1970


264,152



97.3

%


Giant
















4,922,612



95.5

%



Redevelopment properties:










Champions Village

 Houston, TX


1973


383,346



68.3

%


Randalls

Sweetgrass Corner

 Charleston, SC


1999


89,124



29.1

%


(3)

Conway Plaza

 Orlando, FL


1966


117,705



76.3

%


Publix

Hanover Center (4)

 Wilmington, NC


1954


305,346



81.1

%


Harris Teeter

Gayton Crossing

 Richmond, VA


1983


158,316


 (5)

74.0

%


Kroger

Fairfield Shopping Center (4)

Virginia Beach, VA


1985


231,829



83.6

%


Food Lion
















1,285,666



72.8

%



Grand total/weighted average





6,208,278



90.8

%




(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) Bi-Lo (the former anchor tenant) had extended their term through April 30, 2019 and had no further right or option to extend their lease.

(4) Property is owned through a consolidated joint venture.

(5) The GLA figure shown excludes the GLA of the Kroger store, which is owned by others.

As of March 31, 2021, our grocery-anchored shopping center portfolio was 90.8% leased (95.5% 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, 2021 were:



Totals



Number
of leases


Leased
GLA


Percent of
leased GLA








Month to month


11



17,872



0.2

%

2021


109



301,830



5.4

%

2022


182



628,480



11.2

%

2023


145



639,007



11.3

%

2024


133



1,190,224



21.1

%

2025


126



994,588



17.7

%

2026


78



477,586



8.5

%

2027


31



200,704



3.6

%

2028


28



357,227



6.3

%

2029


25



151,566



2.7

%

2030


16



114,687



2.0

%

2031 +


25



562,433



10.0

%








Total


909



5,636,204



100.0

%

The Company's grocery-anchored shopping center portfolio contained the following anchor tenants as of March 31, 2021:

Tenant


GLA


Percent of
total GLA

Publix


1,179,030



19.0

%

Kroger


581,593



9.4

%

Harris Teeter


273,273



4.4

%

Wal-Mart


183,211



3.0

%

BJ's Wholesale Club


108,532



1.7

%

Food Lion


76,523



1.2

%

Giant


73,149



1.2

%

Randall's


61,604



1.0

%

H.E.B


54,844



0.9

%

Tom Thumb


43,600



0.7

%

The Fresh Market


43,321



0.7

%

Sprouts


29,855



0.5

%

Aldi


23,622



0.4

%






Total


2,732,157



44.1

%






The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2021 will present income statements of New Market Properties, LLC within the Results of Operations section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

Second-generation capital expenditures within our grocery-anchored shopping center portfolio by property for the first quarter 2021 totaled approximately $2.1 million. 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, 2021, our office building portfolio consisted of the following properties:

Property Name


Location


GLA


Percent leased

Three Ravinia


Atlanta, GA


814,000



79

%

150 Fayetteville


Raleigh, NC


560,000



89

%

Capitol Towers


Charlotte, NC


479,000



98

%

CAPTRUST Tower


Raleigh, NC


300,000



97

%

Morrocroft Centre


Charlotte, NC


291,000



98

%

Westridge at La Cantera


San Antonio, TX


258,000



100

%

Armour Yards


Atlanta, GA


187,000



93

%

Brookwood Center


Birmingham, AL


169,000



100

%

Galleria 75


Atlanta, GA


111,000



82

%








Total/Average




3,169,000



91

%








The Company's office building portfolio includes the following significant tenants:               


Rentable square
footage


Percent of
Annual Base
Rent


Annual Base
Rent (in
thousands)

InterContinental Hotels Group

493,000



13.9

%


$

11,828


Albemarle

162,000



6.9

%


5,870


CapFinancial

105,000



4.4

%


3,767


USAA

129,000



3.8

%


3,276


Vericast

129,000



3.6

%


3,027








Total

1,018,000



32.6

%


$

27,768


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

The Company's leased square footage of its office building portfolio expires according to the following schedule:





Percent of

Year of
lease expiration


Rented square


rented


feet


square feet

2021


63,000



2.2

%

2022


131,000



4.6

%

2023


124,000



4.4

%

2024


279,000



9.8

%

2025


270,000



9.5

%

2026


270,000



9.5

%

2027


328,000



11.5

%

2028


249,000



8.8

%

2029


57,000



2.0

%

2030


178,000



6.2

%

2031 +


896,000



31.5

%






Total


2,845,000



100.0

%

The Company recognized second-generation capital expenditures within its office building portfolio of approximately $360,000 during the first quarter 2021.

Definitions of Non-GAAP Measures

We disclose FFO, Core FFO, AFFO and NOI, each of which meet the definition of a "non-GAAP financial measure", as set forth in Item 10(e) of Regulation S-K promulgated by the SEC. As a result we are required to include in this filing a statement of why the Company believes that presentation of these measures provides useful information to investors. 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 the Company's reported FFO results to those of other companies. The Company's FFO results are comparable to the FFO results of other companies that follow the NAREIT definition of FFO and report these figures on that basis. FFO is a non-GAAP measure that is reconciled to its most comparable GAAP measure, net income/loss available to common stockholders.

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

The Company makes adjustments to FFO to remove costs incurred and revenues recorded that are singular in nature and outside the normal operations of the Company and portray its primary operational results. The Company calculates Core FFO as: 

FFO, plus:

  • acquisition and pursuit (dead deal) costs;
  • loan cost amortization on acquisition term notes and loan coordination fees;
  • losses on debt extinguishments or refinancing costs;
  • internalization costs;
  • expenses incurred on calls of preferred stock;
  • deemed dividends for redemptions of and non-cash dividends on preferred stock;
  • expenses related to the COVID-19 global pandemic; and
  • Less:
  • earnest money forfeitures by prospective asset purchasers.

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

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

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

Core FFO, plus:

  • non-cash equity compensation to directors and executives;
  • non-cash (income) expense for current expected credit losses;
  • amortization of loan closing costs;
  • weather-related property operating losses;
  • 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 M 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 acquired real estate intangible liabilities;
  • amortization of straight-line rent adjustments and 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 net operating income 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 net operating income as rental and other property revenues, less total property and maintenance expenses, property management fees, real estate taxes, general and administrative expenses, and property insurance. We believe that net operating income is an important supplemental measure of operating performance for REITs because it provides measures of core operations, rather than factoring in depreciation and amortization, financing costs, acquisition costs, and other corporate expenses. Net operating income is a widely utilized measure of comparative operating performance in the REIT industry, but is not a substitute for the most comparable GAAP-compliant measure, net income/loss.

About Preferred Apartment Communities, Inc.  

Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery-anchored shopping centers and  Class A office buildings. 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, 2021, the Company owned or was invested in 117 properties in 13 states, predominantly in the Southeast region of the United States.

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SOURCE Preferred Apartment Communities, Inc.

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