NGL Energy Partners LP Announces First Quarter Fiscal 2022 Financial Results

NGL Energy Partners LP Announces First Quarter Fiscal 2022 Financial Results

TULSA, Okla.–(BUSINESS WIRE)–
NGL Energy Partners LP (NYSE:NGL) (“NGL,” “our,” “we,” or the “Partnership”) today reported its first quarter Fiscal 2022 results. Highlights for the quarter include:

  • Loss from continuing operations for the first quarter of Fiscal 2022 of $134.5 million, compared to a loss from continuing operations of $33.8 million for the first quarter of Fiscal 2021
  • Adjusted EBITDA1 from continuing operations for the first quarter of Fiscal 2022 of $91.1 million, compared to $91.0 million for the first quarter of Fiscal 2021; Record quarterly Adjusted EBITDA of $81.5 million in the Water Solutions segment as produced water volumes approach pre-pandemic levels
  • Sale of the Partnership’s approximately 71.5% interest in Sawtooth Caverns, LLC for gross consideration of $70.0 million
  • Publication of the Partnership’s inaugural Sustainability Report, which can be found on the Partnership’s website (www.nglenergypartners.com)
  • Reaffirms Fiscal 2022 Adjusted EBITDA guidance of $570 million – $600 million and capital expenditure guidance of $100 million – $125 million2

“Our Water Solutions segment continues to drive the growth of the Partnership and performed very well during the first quarter. Adjusted EBITDA for the segment grew significantly quarter over quarter with both produced water volumes processed and Adjusted EBITDA achieving expectations. Results in our Crude Oil Logistics and Liquids Logistics segments were impacted by increases in our inventories and timing of recognizing hedge gains (losses). We expect to see improved results going forward due to embedded, unrealized gains in our inventory, with the annual result being in line with the low end of our original expectations for the fiscal year,” stated Mike Krimbill, NGL’s CEO. “Overall, the Partnership is pleased with the outlook for the future as both the macroeconomic environment and our Water Solutions business continue to improve,” Krimbill concluded.

Quarterly Results of Operations

The following table summarizes operating income (loss) and Adjusted EBITDA from continuing operations by reportable segment for the periods indicated:

 

 

Quarter Ended

 

 

June 30, 2021

 

June 30, 2020

 

 

Operating

Income (Loss)

 

Adjusted

EBITDA

 

Operating

Income (Loss)

 

Adjusted

EBITDA

 

 

(in thousands)

Water Solutions

 

$

7,583

 

 

 

$

81,511

 

 

 

$

(16,047

)

 

 

$

56,926

 

 

Crude Oil Logistics

 

(11,581

)

 

 

13,148

 

 

 

23,320

 

 

 

30,854

 

 

Liquids Logistics

 

(53,409

)

 

 

5,574

 

 

 

4,562

 

 

 

12,232

 

 

Corporate and Other

 

(11,927

)

 

 

(9,132

)

 

 

(22,620

)

 

 

(9,030

)

 

Total

 

$

(69,334

)

 

 

$

91,101

 

 

 

$

(10,785

)

 

 

$

90,982

 

 

Water Solutions

The Partnership processed approximately 1.7 million barrels of water per day during the quarter ended June 30, 2021, a 22.0% increase when compared to approximately 1.4 million barrels of water per day processed during the quarter ended June 30, 2020, due to higher production volumes in the Delaware Basin driven by the recovery in crude oil prices from the prior year. Additionally, brackish non-potable water, resale of raw produced water and recycled water revenue all increased driven by the demand for these services.

Revenues from recovered crude oil, including the impact from realized skim oil hedges, totaled $16.0 million for the quarter ended June 30, 2021, an increase of $5.9 million from the prior year period. This increase was due to an increase in the number of wells completed in our area of operations during the current period and higher crude oil prices, as well as a strategic decision made by the Partnership to store the majority of its recovered barrels due to low prices during the quarter ended June 30, 2020.

Operating expenses in the Water Solutions segment decreased to $0.26 per barrel compared to $0.32 per barrel in the comparative quarter last year primarily due to significant steps taken to reduce operating costs per barrel along with higher produced water volumes processed. The Water Solutions segment continues to evaluate additional cost saving initiatives.

Crude Oil Logistics

Operating income for the first quarter of Fiscal 2022 decreased compared to the first quarter of Fiscal 2021 primarily due to an increase in net derivative losses on our inventory position as a result of increasing crude oil prices as well as lower activity and the reduction of minimum volume commitments on our Grand Mesa Pipeline. Revenues from third parties for Grand Mesa Pipeline decreased by $27.3 million, compared to the quarter ended June 30, 2020 due to lower third-party volumes transported on the pipeline. During the three months ended June 30, 2021, financial volumes on the Grand Mesa Pipeline averaged approximately 77,000 barrels per day, compared to approximately 119,000 barrels per day for the three months ended June 30, 2020.

Liquids Logistics

Operating loss for the Liquids Logistics segment totaled $53.4 million for the quarter ended June 30, 2021, including the $60.1 million loss on the sale of the Partnership’s membership interest in Sawtooth Caverns, LLC, which impacts comparability to the prior year period.

Total product margin per gallon, excluding the impact of derivatives, was $0.066 for the quarter ended June 30, 2021, compared to $0.024 for the quarter ended June 30, 2020. This increase in margin was primarily due to increased biodiesel and RIN prices and was offset by lower demand for other products. Refined products volumes decreased by approximately 26.7 million gallons, or 12.6%, during the quarter ended June 30, 2021 compared to the quarter ended June 30, 2020 due to tighter supply and continued weakness in demand in certain parts of the country due to the COVID-19 pandemic. Propane volumes decreased by approximately 82.0 million gallons, or 32.5%, as warmer weather during the quarter and higher prices led to weaker demand. Butane volumes increased by approximately 3.0 million gallons, or 2.5%, when compared to the quarter ended June 30, 2020.

Corporate and Other

Corporate and Other expenses decreased from the comparable prior year period primarily due the $10.2 million net loss recorded for the uncollectible portion of a loan receivable with a third party in the prior year.

Capitalization and Liquidity

Total liquidity (cash plus available capacity on our asset-based revolving credit facility) was approximately $303 million as of June 30, 2021. Borrowings on the Partnership’s revolving credit facility totaled $77 million, a $73 million increase to the March 31, 2021 balance. This increase was primarily due to increases in working capital balances as both inventory volumes and commodity prices increased.

The Partnership is in compliance with all of its debt covenants and has no significant debt maturities before November 2023. The Partnership still expects to generate excess cash flow in Fiscal Year 2022, which will be utilized to repay outstanding indebtedness and improve leverage.

First Quarter Conference Call Information

A conference call to discuss NGL’s results of operations is scheduled for 4:00 pm Central Time on Monday, August 9, 2021. Analysts, investors, and other interested parties may access the conference call by pre-registering here and providing access code 5592767. An archived audio replay of the conference call will be available for 7 days beginning at 1:00 pm Central Time on August 10, 2021, which can be accessed by dialing (855) 859-2056 and providing access code 5592767.

Non-GAAP Financial Measures

NGL defines EBITDA as net income (loss) attributable to NGL Energy Partners LP, plus interest expense, income tax expense (benefit), and depreciation and amortization expense. NGL defines Adjusted EBITDA as EBITDA excluding net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities, certain legal settlements and other. NGL also includes in Adjusted EBITDA certain inventory valuation adjustments related to TransMontaigne Product Services, LLC (“TPSL”), our refined products business in the mid-continent region of the United States (“Mid-Con”) and our gas blending business in the southeastern and eastern regions of the United States (“Gas Blending”), which are included in discontinued operations, and certain refined products businesses within NGL’s Liquids Logistics segment, as discussed below. EBITDA and Adjusted EBITDA should not be considered as alternatives to net loss, loss from continuing operations before income taxes, cash flows from operating activities, or any other measure of financial performance calculated in accordance with GAAP, as those items are used to measure operating performance, liquidity or the ability to service debt obligations. NGL believes that EBITDA provides additional information to investors for evaluating NGL’s ability to make quarterly distributions to NGL’s unitholders and is presented solely as a supplemental measure. NGL believes that Adjusted EBITDA provides additional information to investors for evaluating NGL’s financial performance without regard to NGL’s financing methods, capital structure and historical cost basis. Further, EBITDA and Adjusted EBITDA, as NGL defines them, may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures used by other entities.

Other than for certain businesses within NGL’s Liquids Logistics segment, for purposes of the Adjusted EBITDA calculation, NGL makes a distinction between realized and unrealized gains and losses on derivatives. During the period when a derivative contract is open, NGL records changes in the fair value of the derivative as an unrealized gain or loss. When a derivative contract matures or is settled, NGL reverses the previously recorded unrealized gain or loss and record a realized gain or loss. NGL does not draw such a distinction between realized and unrealized gains and losses on derivatives of certain businesses within NGL’s Liquids Logistics segment. The primary hedging strategy of these businesses is to hedge against the risk of declines in the value of inventory over the course of the contract cycle, and many of the hedges cover extended periods of time. The “inventory valuation adjustment” row in the reconciliation table reflects the difference between the market value of the inventory of these businesses at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. NGL includes this in Adjusted EBITDA because the unrealized gains and losses associated with derivative contracts associated with the inventory of this segment, which are intended primarily to hedge inventory holding risk and are included in net income, also affect Adjusted EBITDA. In NGL’s Crude Oil Logistics segment, they purchase certain crude oil barrels using the West Texas Intermediate (“WTI”) calendar month average (“CMA”) price and sell the crude oil barrels using the WTI CMA price plus the Argus CMA Differential Roll Component (“CMA Differential Roll”) per NGL’s contracts. To eliminate the volatility of the CMA Differential Roll, NGL entered into derivative instrument positions in January 2021 to secure a margin of approximately $0.20 per barrel on 1.5 million barrels per month from May 2021 through December 2023. Due to the nature of these positions, the cash flow and earnings recognized on a GAAP basis will differ from period to period depending on the current crude oil price and future estimated crude oil price which are valued utilizing third-party market quoted prices. NGL is recognizing in Adjusted EBITDA the gains and losses from the derivative instrument positions entered into in January 2021 to properly align with the physical margin NGL is hedging each month through the term of this transaction. This representation aligns with management’s evaluation of the transaction.

Distributable Cash Flow is defined as Adjusted EBITDA minus maintenance capital expenditures, income tax expense, cash interest expense, preferred unit distributions and other. Maintenance capital expenditures represent capital expenditures necessary to maintain the Partnership’s operating capacity. For the CMA Differential Roll transaction, as discussed above, we have included an adjustment to Distributable Cash Flow to reflect, in the period for which they relate, the actual cash flows for the positions that settled that are not being recognized in Adjusted EBITDA. Distributable Cash Flow is a performance metric used by senior management to compare cash flows generated by the Partnership (excluding growth capital expenditures and prior to the establishment of any retained cash reserves by the Board of Directors) to the cash distributions expected to be paid to unitholders. Using this metric, management can quickly compute the coverage ratio of estimated cash flows to planned cash distributions. This financial measure also is important to investors as an indicator of whether the Partnership is generating cash flow at a level that can sustain, or support an increase in, quarterly distribution rates. Actual distribution amounts are set by the Board of Directors.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. While NGL believes such forward-looking statements are reasonable, NGL cannot assure they will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in filings with the Securities and Exchange Commission. Other factors that could impact any forward-looking statements are those risks described in NGL’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other public filings. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” NGL undertakes no obligation to publicly update or revise any forward-looking statements except as required by law.

NGL provides Adjusted EBITDA guidance that does not include certain charges and costs, which in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior periods, such as income taxes, interest and other non-operating items, depreciation and amortization, net unrealized gains and losses on derivatives, lower of cost or net realizable value adjustments, gains and losses on disposal or impairment of assets, gains and losses on early extinguishment of liabilities, equity-based compensation expense, acquisition expense, revaluation of liabilities and items that are unusual in nature or infrequently occurring. The exclusion of these charges and costs in future periods will have a significant impact on the Partnership’s Adjusted EBITDA, and the Partnership is not able to provide a reconciliation of its Adjusted EBITDA guidance to net income (loss) without unreasonable efforts due to the uncertainty and variability of the nature and amount of these future charges and costs and the Partnership believes that such reconciliation, if possible, would imply a degree of precision that would be potentially confusing or misleading to investors.

About NGL Energy Partners LP

NGL Energy Partners LP, a Delaware limited partnership, is a diversified midstream energy company that transports, stores, markets and provides other logistics services for crude oil, natural gas liquids and other products and transports, treats and disposes of produced water generated as part of the oil and natural gas production process.

For further information, visit the Partnership’s website at www.nglenergypartners.com.

____________________

1 See the “Non-GAAP Financial Measures” section of this release for the definition of Adjusted EBITDA and a discussion of this non-GAAP financial measure.

2 See the “Forward-Looking Statements” section of this release for more information.

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Balance Sheets

(in Thousands, except unit amounts)

 

June 30, 2021

 

March 31, 2021

ASSETS

 

 

 

CURRENT ASSETS:

 

 

 

Cash and cash equivalents

$

2,471

 

 

 

$

4,829

 

 

Accounts receivable-trade, net of allowance for expected credit losses of $2,154 and $2,192, respectively

844,072

 

 

 

725,943

 

 

Accounts receivable-affiliates

8,775

 

 

 

9,435

 

 

Inventories

246,181

 

 

 

158,467

 

 

Prepaid expenses and other current assets

106,418

 

 

 

109,164

 

 

Total current assets

1,207,917

 

 

 

1,007,838

 

 

PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $804,971 and $776,279, respectively

2,548,552

 

 

 

2,706,853

 

 

GOODWILL

744,439

 

 

 

744,439

 

 

INTANGIBLE ASSETS, net of accumulated amortization of $509,622 and $517,518, respectively

1,187,070

 

 

 

1,262,613

 

 

INVESTMENTS IN UNCONSOLIDATED ENTITIES

21,425

 

 

 

22,719

 

 

OPERATING LEASE RIGHT-OF-USE ASSETS

143,365

 

 

 

152,146

 

 

OTHER NONCURRENT ASSETS

54,722

 

 

 

50,733

 

 

Total assets

$

5,907,490

 

 

 

$

5,947,341

 

 

LIABILITIES AND EQUITY

 

 

 

CURRENT LIABILITIES:

 

 

 

Accounts payable-trade

$

763,220

 

 

 

$

679,868

 

 

Accounts payable-affiliates

101

 

 

 

119

 

 

Accrued expenses and other payables

182,230

 

 

 

170,400

 

 

Advance payments received from customers

16,408

 

 

 

11,163

 

 

Current maturities of long-term debt

2,230

 

 

 

2,183

 

 

Operating lease obligations

45,864

 

 

 

47,070

 

 

Total current liabilities

1,010,053

 

 

 

910,803

 

 

LONG-TERM DEBT, net of debt issuance costs of $52,385 and $55,555, respectively, and current maturities

3,370,908

 

 

 

3,319,030

 

 

OPERATING LEASE OBLIGATIONS

96,910

 

 

 

103,637

 

 

OTHER NONCURRENT LIABILITIES

115,438

 

 

 

114,615

 

 

 

 

 

 

CLASS D 9.00% PREFERRED UNITS, 600,000 and 600,000 preferred units issued and outstanding, respectively

551,097

 

 

 

551,097

 

 

 

 

 

 

EQUITY:

 

 

 

General partner, representing a 0.1% interest, 129,724 and 129,724 notional units, respectively

(52,348

)

 

 

(52,189

)

 

Limited partners, representing a 99.9% interest, 129,593,939 and 129,593,939 common units issued and outstanding, respectively

448,963

 

 

 

582,784

 

 

Class B preferred limited partners, 12,585,642 and 12,585,642 preferred units issued and outstanding, respectively

305,468

 

 

 

305,468

 

 

Class C preferred limited partners, 1,800,000 and 1,800,000 preferred units issued and outstanding, respectively

42,891

 

 

 

42,891

 

 

Accumulated other comprehensive loss

(258

)

 

 

(266

)

 

Noncontrolling interests

18,368

 

 

 

69,471

 

 

Total equity

763,084

 

 

 

948,159

 

 

Total liabilities and equity

$

5,907,490

 

 

 

$

5,947,341

 

 

NGL ENERGY PARTNERS LP AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Operations

(in Thousands, except unit and per unit amounts)

 

 

Three Months Ended June 30,

 

 

2021

 

2020

REVENUES:

 

 

 

 

Water Solutions

 

$

130,226

 

 

 

$

88,065

 

 

Crude Oil Logistics

 

553,624

 

 

 

276,039

 

 

Liquids Logistics

 

804,805

 

 

 

479,998

 

 

Other

 

 

 

 

313

 

 

Total Revenues

 

1,488,655

 

 

 

844,415

 

 

COST OF SALES:

 

 

 

 

Water Solutions

 

10,338

 

 

 

4,700

 

 

Crude Oil Logistics

 

537,257

 

 

 

217,557

 

 

Liquids Logistics

 

777,198

 

 

 

454,336

 

 

Other

 

 

 

 

454

 

 

Total Cost of Sales

 

1,324,793

 

 

 

677,047

 

 

OPERATING COSTS AND EXPENSES:

 

 

 

 

Operating

 

65,784

 

 

 

64,987

 

 

General and administrative

 

15,774

 

 

 

17,158

 

 

Depreciation and amortization

 

84,102

 

 

 

83,986

 

 

Loss on disposal or impairment of assets, net

 

67,536

 

 

 

12,022

 

 

Operating Loss

 

(69,334

)

 

 

(10,785

)

 

OTHER INCOME (EXPENSE):

 

 

 

 

Equity in earnings of unconsolidated entities

 

212

 

 

 

289

 

 

Interest expense

 

(67,130

)

 

 

(43,961

)

 

Gain on early extinguishment of liabilities, net

 

51

 

 

 

19,355

 

 

Other income, net

 

1,249

 

 

 

1,035

 

 

Loss From Continuing Operations Before Income Taxes

 

(134,952

)

 

 

(34,067

)

 

INCOME TAX BENEFIT

 

450

 

 

 

301

 

 

Loss From Continuing Operations

 

(134,502

)

 

 

(33,766

)

 

Loss From Discontinued Operations, net of Tax

 

 

 

 

(1,486

)

 

Net Loss

 

(134,502

)

 

 

(35,252

)

 

LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 

(438

)

 

 

(51

)

 

NET LOSS ATTRIBUTABLE TO NGL ENERGY PARTNERS LP

 

$

(134,940

)

 

 

$

(35,303

)

 

NET LOSS FROM CONTINUING OPERATIONS ALLOCATED TO COMMON UNITHOLDERS

 

$

(159,332

)

 

 

$

(55,815

)

 

NET LOSS FROM DISCONTINUED OPERATIONS ALLOCATED TO COMMON UNITHOLDERS

 

$

 

 

 

$

(1,485

)

 

NET LOSS ALLOCATED TO COMMON UNITHOLDERS

 

$

(159,332

)

 

 

$

(57,300

)

 

BASIC LOSS PER COMMON UNIT

 

 

 

 

Loss From Continuing Operations

 

$

(1.23

)

 

 

$

(0.43

)

 

Loss From Discontinued Operations, net of Tax

 

$

 

 

 

$

(0.01

)

 

Net Loss

 

$

(1.23

)

 

 

$

(0.44

)

 

DILUTED LOSS PER COMMON UNIT

 

 

 

 

Loss From Continuing Operations

 

$

(1.23

)

 

 

$

(0.43

)

 

Loss From Discontinued Operations, net of Tax

 

$

 

 

 

$

(0.01

)

 

Net Loss

 

$

(1.23

)

 

 

$

(0.44

)

 

BASIC WEIGHTED AVERAGE COMMON UNITS OUTSTANDING

 

129,593,939

 

 

 

128,771,715

 

 

DILUTED WEIGHTED AVERAGE COMMON UNITS OUTSTANDING

 

129,593,939

 

 

 

128,771,715

 

 

EBITDA, ADJUSTED EBITDA AND DISTRIBUTABLE CASH FLOW RECONCILIATION

(Unaudited)

The following table reconciles NGL’s net loss to NGL’s EBITDA, Adjusted EBITDA and Distributable Cash Flow:

 

 

Three Months Ended June 30,

 

 

2021

 

2020

 

 

(in thousands)

Net loss

 

$

(134,502

)

 

 

$

(35,252

)

 

Less: Net income attributable to noncontrolling interests

 

(438

)

 

 

(51

)

 

Net loss attributable to NGL Energy Partners LP

 

(134,940

)

 

 

(35,303

)

 

Interest expense

 

67,130

 

 

 

44,066

 

 

Income tax benefit

 

(450

)

 

 

(301

)

 

Depreciation and amortization

 

83,357

 

 

 

83,202

 

 

EBITDA

 

15,097

 

 

 

91,664

 

 

Net unrealized (gains) losses on derivatives

 

(16,264

)

 

 

26,671

 

 

CMA Differential Roll net losses (gains) (1)

 

24,310

 

 

 

 

 

Inventory valuation adjustment (2)

 

1,218

 

 

 

3,820

 

 

Lower of cost or net realizable value adjustments

 

(3,806

)

 

 

(32,003

)

 

Loss on disposal or impairment of assets, net

 

67,538

 

 

 

13,084

 

 

Gain on early extinguishment of liabilities, net

 

(87

)

 

 

(19,355

)

 

Equity-based compensation expense (3)

 

960

 

 

 

2,302

 

 

Acquisition expense (4)

 

67

 

 

 

157

 

 

Other (5)

 

2,068

 

 

 

4,348

 

 

Adjusted EBITDA

 

$

91,101

 

 

 

$

90,688

 

 

Adjusted EBITDA – Discontinued Operations (6)

 

$

 

 

 

$

(294

)

 

Adjusted EBITDA – Continuing Operations

 

$

91,101

 

 

 

$

90,982

 

 

Less: Cash interest expense (7)

 

63,359

 

 

 

40,399

 

 

Less: Income tax benefit

 

(450

)

 

 

(301

)

 

Less: Maintenance capital expenditures

 

7,745

 

 

 

9,168

 

 

Less: CMA Differential Roll (8)

 

23,932

 

 

 

 

 

Less: Preferred unit distributions paid

 

 

 

 

15,030

 

 

Distributable Cash Flow – Continuing Operations

 

$

(3,485

)

 

 

$

26,686

 

 

____________________

(1)

Adjustment to align, within Adjusted EBITDA, the net gains and losses of the Partnership’s CMA Differential Roll derivative instruments positions with the physical margin being hedged. See “Non-GAAP Financial Measures” section above for a further discussion.

(2)

Amount reflects the difference between the market value of the inventory at the balance sheet date and its cost, adjusted for the impact of seasonal market movements related to our base inventory and the related hedge. See “Non-GAAP Financial Measures” section above for a further discussion.

(3)

Equity-based compensation expense in the table above may differ from equity-based compensation expense reported in the footnotes to our unaudited condensed consolidated financial statements included in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. Amounts reported in the table above include expense accruals for bonuses expected to be paid in common units, whereas the amounts reported in the footnotes to our unaudited condensed consolidated financial statements only include expenses associated with equity-based awards that have been formally granted.

(4)

Amounts represent expenses we incurred related to legal and advisory costs associated with acquisitions.

(5)

Amounts for the three months ended June 30, 2021 and 2020 represent non-cash operating expenses related to our Grand Mesa Pipeline, unrealized losses on marketable securities and accretion expense for asset retirement obligations.

(6)

Amounts include the operations of TPSL, Gas Blending and Mid-Con.

(7)

Amounts represent interest expense payable in cash for the period presented, excluding changes in the accrued interest balance.

(8)

Amount represents the cash portion of the adjustments of the Partnership’s CMA Differential Roll derivative instrument positions, as discussed above, that settled during the period.

ADJUSTED EBITDA RECONCILIATION BY SEGMENT

 

Three Months Ended June 30, 2021

 

Water

Solutions

 

Crude Oil

Logistics

 

Liquids

Logistics

 

Corporate

and Other

 

Consolidated

 

(in thousands)

Operating income (loss)

$

7,583

 

 

 

$

(11,581

)

 

 

$

(53,409

)

 

 

$

(11,927

)

 

 

$

(69,334

)

 

Depreciation and amortization

62,981

 

 

 

12,409

 

 

 

6,967

 

 

 

1,745

 

 

 

84,102

 

 

Amortization recorded to cost of sales

 

 

 

 

 

 

73

 

 

 

 

 

 

73

 

 

Net unrealized losses (gains) on derivatives

3,566

 

 

 

(14,454

)

 

 

(5,376

)

 

 

 

 

 

(16,264

)

 

CMA Differential Roll net losses (gains)

 

 

 

24,310

 

 

 

 

 

 

 

 

 

24,310

 

 

Inventory valuation adjustment

 

 

 

 

 

 

1,218

 

 

 

 

 

 

1,218

 

 

Lower of cost or net realizable value adjustments

 

 

 

(11

)

 

 

(3,795

)

 

 

 

 

 

(3,806

)

 

Loss (gain) on disposal or impairment of assets, net

7,491

 

 

 

(42

)

 

 

60,087

 

 

 

 

 

 

67,536

 

 

Equity-based compensation expense

 

 

 

 

 

 

 

 

 

960

 

 

 

960

 

 

Acquisition expense

 

 

 

 

 

 

 

 

 

67

 

 

 

67

 

 

Other income, net

612

 

 

 

196

 

 

 

363

 

 

 

78

 

 

 

1,249

 

 

Adjusted EBITDA attributable to unconsolidated entities

459

 

 

 

 

 

 

(10

)

 

 

(55

)

 

 

394

 

 

Adjusted EBITDA attributable to noncontrolling interest

(954

)

 

 

 

 

 

(529

)

 

 

 

 

 

(1,483

)

 

Other

(227

)

 

 

2,321

 

 

 

(15

)

 

 

 

 

 

2,079

 

 

Adjusted EBITDA

$

81,511

 

 

 

$

13,148

 

 

 

$

5,574

 

 

 

$

(9,132

)

 

 

$

91,101

 

 

 

Three Months Ended June 30, 2020

 

Water

Solutions

 

Crude Oil

Logistics

 

Liquids

Logistics

 

Corporate

and Other

 

Continuing

Operations

 

Discontinued

Operations

(TPSL, Mid-Con,

Gas Blending)

 

Consolidated

 

(in thousands)

Operating (loss) income

$

(16,047

)

 

 

$

23,320

 

 

 

$

4,562

 

 

 

$

(22,620

)

 

 

$

(10,785

)

 

 

$

 

 

 

$

(10,785

)

 

Depreciation and amortization

58,133

 

 

 

16,795

 

 

 

8,156

 

 

 

902

 

 

 

83,986

 

 

 

 

 

 

83,986

 

 

Amortization recorded to cost of sales

 

 

 

 

 

 

77

 

 

 

 

 

 

77

 

 

 

 

 

 

77

 

 

Net unrealized losses (gains) on derivatives

13,312

 

 

 

14,638

 

 

 

(1,279

)

 

 

 

 

 

26,671

 

 

 

 

 

 

26,671

 

 

Inventory valuation adjustment

 

 

 

 

 

 

3,840

 

 

 

 

 

 

3,840

 

 

 

 

 

 

3,840

 

 

Lower of cost or net realizable value adjustments

 

 

 

(29,060

)

 

 

(2,963

)

 

 

 

 

 

(32,023

)

 

 

 

 

 

(32,023

)

 

Loss on disposal or impairment of assets, net

329

 

 

 

1,450

 

 

 

4

 

 

 

10,239

 

 

 

12,022

 

 

 

 

 

 

12,022

 

 

Equity-based compensation expense

 

 

 

 

 

 

 

 

 

2,302

 

 

 

2,302

 

 

 

 

 

 

2,302

 

 

Acquisition expense

12

 

 

 

 

 

 

 

 

 

145

 

 

 

157

 

 

 

 

 

 

157

 

 

Other income, net

256

 

 

 

338

 

 

 

377

 

 

 

64

 

 

 

1,035

 

 

 

 

 

 

1,035

 

 

Adjusted EBITDA attributable to unconsolidated entities

465

 

 

 

 

 

 

(1

)

 

 

(62

)

 

 

402

 

 

 

 

 

 

402

 

 

Adjusted EBITDA attributable to noncontrolling interest

(487

)

 

 

 

 

 

(536

)

 

 

 

 

 

(1,023

)

 

 

 

 

 

(1,023

)

 

Intersegment transactions (1)

 

 

 

 

 

 

(27

)

 

 

 

 

 

(27

)

 

 

 

 

 

(27

)

 

Other

953

 

 

 

3,373

 

 

 

22

 

 

 

 

 

 

4,348

 

 

 

 

 

 

4,348

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(294

)

 

 

(294

)

 

Adjusted EBITDA

$

56,926

 

 

 

$

30,854

 

 

 

$

12,232

 

 

 

$

(9,030

)

 

 

$

90,982

 

 

 

$

(294

)

 

 

$

90,688

 

 

____________________

(1) Amount reflects the transactions with TPSL, Mid-Con and Gas Blending that are eliminated in consolidation.

OPERATIONAL DATA

(Unaudited)

 

Three Months Ended

 

June 30,

 

2021

 

2020

 

(in thousands, except per day amounts)

Water Solutions:

 

 

 

Produced water processed (barrels per day)

 

 

 

Delaware Basin

1,428,222

 

 

1,106,355

 

Eagle Ford Basin

91,843

 

 

95,375

 

DJ Basin

118,801

 

 

132,365

 

Other Basins

28,082

 

 

32,324

 

Total

1,666,948

 

 

1,366,419

 

Solids processed (barrels per day)

1,316

 

 

1,899

 

Skim oil sold (barrels per day)

2,500

 

 

687

 

 

 

 

 

Crude Oil Logistics:

 

 

 

Crude oil sold (barrels)

7,994

 

 

9,292

 

Crude oil transported on owned pipelines (barrels)

7,034

 

 

10,476

 

Crude oil storage capacity – owned and leased (barrels) (1)

5,239

 

 

5,239

 

Crude oil inventory (barrels) (1)

1,147

 

 

1,622

 

 

 

 

 

Liquids Logistics:

 

 

 

Refined products sold (gallons)

185,306

 

 

211,974

 

Propane sold (gallons)

170,279

 

 

252,289

 

Butane sold (gallons)

122,574

 

 

119,566

 

Other products sold (gallons)

92,853

 

 

114,222

 

Natural gas liquids and refined products storage capacity – owned and leased (gallons) (1)

168,677

 

 

399,251

 

Refined products inventory (gallons) (1)

2,776

 

 

2,656

 

Propane inventory (gallons) (1)

60,673

 

 

77,968

 

Butane inventory (gallons) (1)

45,911

 

 

73,291

 

Other products inventory (gallons) (1)

40,691

 

 

31,583

 

____________________

(1)

Information is presented as of June 30, 2021 and June 30, 2020, respectively.

 

NGL Energy Partners LP

Trey Karlovich, 918-481-1119

Chief Financial Officer and Executive Vice President

[email protected]

or

Linda Bridges, 918-481-1119

Senior Vice President – Finance and Treasurer

[email protected]

KEYWORDS: United States North America Oklahoma

INDUSTRY KEYWORDS: Energy Transport Logistics/Supply Chain Management Oil/Gas

MEDIA:

Logo
Logo

Masonite International Corporation Expands Share Repurchase Authorization to $250 Million

Masonite International Corporation Expands Share Repurchase Authorization to $250 Million

TAMPA, Fla.–(BUSINESS WIRE)–
Masonite International Corporation (NYSE: DOOR) announced today that its Board of Directors approved a new share repurchase program allowing the Company to repurchase up to $250 million of its outstanding common shares, inclusive of approximately $40 million which currently remains available under the existing share repurchase authorization approved in May 2018.

Any repurchases under the new and existing program will be made in the open market, in privately negotiated transactions or otherwise, subject to market conditions, applicable legal requirements, and other relevant factors. The share repurchase programs do not obligate the Company to acquire any particular number of common shares, and it may be suspended or terminated at any time at the Company’s discretion. The timing of the repurchases and the actual amount repurchased will be determined by the Company based on its evaluation of a variety of factors, including the market price of the Company’s common shares, general market and economic conditions, and other factors. Repurchases under the share repurchase program are permitted to be made under one or more Rule 10b5-1 plans, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under applicable insider trading laws.

“Our Board of Directors and management view Masonite’s shares as an attractive investment opportunity,” said Howard Heckes, President and Chief Executive Officer. “We believe that investing to support the growth expectations set forth in the Company’s 2025 Centennial Plan, in combination with opportunistic share repurchases, will provide enhanced long-term returns to shareholders.”

About Masonite

Masonite International Corporation is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors for the new construction and repair, renovation and remodeling sectors of the residential and non-residential building construction markets. Since 1925, Masonite has provided its customers with innovative products and superior service at compelling values. Masonite currently serves approximately 7,600 customers in 60 countries. Additional information about Masonite can be found at www.masonite.com.

Forward-looking Statements

This press release contains forward-looking information and other forward-looking statements within the meaning of applicable Canadian and/or U.S. securities laws, including our discussion of our additional share repurchase program, our 2025 Centennial Plan and the effects of our strategic initiatives. When used in this press release, such forward-looking statements may be identified by the use of such words as “may,” “might,” “could,” “will,” “would,” “should,” “expect,” “believes,” “outlook,” “predict,” “forecast,” “objective,” “remain,” “anticipate,” “estimate,” “potential,” “continue,” “plan,” “project,” “targeting,” or the negative of these terms or other similar terminology.

Forward-looking statements involve significant known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Masonite, or industry results, to be materially different from any future plans, goals, targets, objectives, results, performance or achievements expressed or implied by such forward-looking statements. As a result, such forward-looking statements should not be read as guarantees of future performance or results, should not be unduly relied upon, and will not necessarily be accurate indications of whether or not such results will be achieved. Factors that could cause actual results to differ materially from the results discussed in the forward-looking statements include, but are not limited to, downward trends in our end markets and in economic conditions; reduced levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity due to increases in mortgage rates, changes in mortgage interest deductions and related tax changes and reduced availability of financing; competition; the continued success of, and our ability to maintain relationships with, certain key customers in light of customer concentration and consolidation; our ability to accurately anticipate demand for our products including seasonality; scale and scope of the coronavirus (“COVID-19”) pandemic and its impact on our operations, customer demand and supply chain; increases in prices of raw materials and fuel; tariffs and evolving trade policy and friction between the United States and other countries, including China, and the impact of anti-dumping and countervailing duties; increases in labor costs, the availability of labor, or labor relations (i.e., disruptions, strikes or work stoppages); our ability to manage our operations including potential disruptions, manufacturing realignments (including related restructuring charges) and customer credit risk; product liability claims and product recalls; our ability to generate sufficient cash flows to fund our capital expenditure requirements, to meet our pension obligations and to meet our debt service obligations, including our obligations under our senior notes and our asset-based revolving credit facility (ABL Facility); limitations on operating our business as a result of covenant restrictions under our existing and future indebtedness, including our senior notes and our ABL Facility; fluctuating foreign exchange and interest rates; our ability to replace expiring patents and to innovate, keep pace with technological developments and successfully integrate acquisitions; the continuous operation of our information technology and enterprise resource planning systems and management of potential cyber security threats and attacks; political, economic and other risks that arise from operating a multinational business; uncertainty relating to the United Kingdom’s exit from the European Union; retention of key management personnel; and environmental and other government regulations, including the United States Foreign Corrupt Practices Act (“FCPA”), and any changes in such regulations.

Richard Leland

VP, FINANCE AND TREASURER

[email protected]

813.739.1808

Farand Pawlak, CPA

DIRECTOR, INVESTOR RELATIONS

[email protected]

813.371.5839

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Construction & Property Other Manufacturing Building Systems Manufacturing

MEDIA:

Planet Fitness, Inc. Announces Second Quarter 2021 Results

Adds 700,000 net new members since end of first quarter, marking six consecutive months of net member growth

Ends second quarter with total membership of more than 14.8 million and over 98% of stores open globally

PR Newswire

HAMPTON, N.H., Aug. 9, 2021 /PRNewswire/ — Today, Planet Fitness, Inc. (NYSE:PLNT) reported financial results for its second quarter ended June 30, 2021.

“Our membership momentum continues to defy our historical seasonal patterns, and, as of the end of July we had more than 15 million members. It’s a testament to the strength of our brand that more than 13 million people remained members of Planet Fitness in the depths of the global pandemic when most of our gyms were temporarily closed. And today, with nearly all of our stores reopened, existing members are re-engaging with us, and net membership is continuing to climb as people realize the importance of fitness to their overall wellness,” said Chris Rondeau, Chief Executive Officer. “There is a dislocation in the fitness industry with approximately 22 percent of U.S. gyms permanently closed due to the impact from COVID-19 through the end of the second quarter, while, at the same time, more Americans are realizing that fitness is essential to physical, mental, and emotional well-being. We believe Planet Fitness is the place that fills that gap with our affordable, non-intimidating workout environment, and, as a result, we are confident in achieving and possibly exceeding our long-term target of 4,000 locations in the U.S.”


Second Quarter Fiscal 2021 results

  • Total revenue increased from the prior year period by 241.1% to $137.3 million.
  • Net income attributable to Planet Fitness, Inc. was $14.0 million, or $0.17 per diluted share, compared to a loss of $29.2 million, or $0.36 per diluted share in the prior year period.
  • Net income increased $47.0 million to $15.0 million, compared to a net loss of $32.0 million in the prior year period.
  • Adjusted net income(1) increased $46.1 million to $18.2 million, or $0.21 per diluted share, compared to an Adjusted net loss of $27.9 million, or $0.32 per diluted share in the prior year period.
  • Adjusted EBITDA(1) increased $64.8 million to $55.6 million from a loss of $9.3 million in the prior year period.
  • 24 new Planet Fitness stores were opened during the period, bringing system-wide total stores to 2,170 as of June 30, 2021.
  • Cash of $527.4 million as of June 30, 2021, which includes cash and cash equivalents of $469.1 million and restricted cash of $58.2 million.

(1) Adjusted net income (loss) and Adjusted EBITDA are non-GAAP measures. For reconciliations of Adjusted EBITDA and Adjusted net income (loss) to U.S. GAAP (“GAAP”) net income (loss) see “Non-GAAP Financial Measures” accompanying this press release.


Operating Results for the Second Quarter Ended June 30, 2021

For the second quarter 2021, total revenue increased $97.0 million or 241.1% to $137.3 million from $40.2 million in the prior year period.  By segment:

  • Franchise segment revenue increased $51.8 million or 246.9% to $72.8 million from $21.0 million in the prior year period. The increase in franchise segment revenue for the second quarter 2021 is primarily due to a $37.7 million increase in franchise royalty revenue, an $8.3 million increase in NAF revenue, and a $5.0 million increase in franchise and other fees, primarily attributable to temporary store closures as a result of COVID-19 in the prior year period;
  • Corporate-owned stores segment revenue increased $31.2 million or 330.8% to $40.6 million from $9.4 million in the prior year period. The increase was primarily due to temporary store closures as a result of COVID-19 in the prior year period, as well as the opening of seven new corporate-owned stores since April 1, 2020; and
  • Equipment segment revenue increased $14.0 million or 142.8% to $23.8 million from $9.8 million in the prior year period, driven by higher equipment sales to new and existing franchisee-owned stores in the three months ended June 30, 2021 compared to the three months ended June 30, 2020, primarily due to temporary store closures as a result of COVID-19 in the prior year period.

For the second quarter of 2021, net income attributable to Planet Fitness, Inc. was $14.0 million, or $0.17 per diluted share, compared to a net loss attributable to Planet Fitness, Inc. of $29.2 million, or $0.36 per diluted share in the prior year period. Net income was $15.0 million in the second quarter of 2021 compared to a net loss of $32.0 million in the prior year period. Adjusted net income increased $46.1 million to $18.2 million, or $0.21 per diluted share, from an Adjusted net loss of $27.9 million, or $0.32 per diluted share in the prior year period. Adjusted net income (loss) has been adjusted to reflect a normalized federal income tax rate of 26.6% and 26.8% for the current and prior year period, respectively, and excludes certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”).

Adjusted EBITDA, which is defined as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in the evaluation of ongoing operational performance (see “Non-GAAP Financial Measures”), increased $64.8 million to $55.6 million from a loss of $9.3 million in the prior year period.

Segment EBITDA represents our Total Segment EBITDA broken down by the Company’s reportable segments. Total Segment EBITDA is equal to EBITDA, which is defined as net income before interest, taxes, depreciation and amortization (see “Non-GAAP Financial Measures”).

  • Franchise segment EBITDA increased $48.2 million to $51.8 million. The increase in franchise segment EBITDA for the second quarter 2021 was a result of higher royalty and national advertising fund collections in the three months ended June 30, 2021 consisting of a $37.7 million increase in franchise royalty revenue, a $8.3 million increase in NAF revenue, and a $5.0 million increase in franchise and other fees, primarily attributable to temporary store closures as a result of COVID-19 in the prior year period;
  • Corporate-owned stores segment EBITDA increased $16.7 million to $10.4 million. The increase was primarily due to temporary store closures as a result of COVID-19 in the prior year period, as well as the opening of seven new corporate-owned stores since April 1, 2020; and
  • Equipment segment EBITDA increased by $4.3 million to $5.6 million driven by higher equipment sales to new and existing franchisee-owned stores in the three months ended June 30, 2021 compared to the three months ended June 30, 2020, primarily due to temporary store closures as a result of COVID-19 in the prior year period.


2021 Outlook

For the year ending December 31, 2021, the Company expects the following, assuming there is no significant worsening of the COVID-19 pandemic that seriously impacts performance, including prolonged store closures or other mandated operational restrictions:

  • To be at the high-end of its 75 to 100 new store opening range
  • Full-year revenue will be between $530 million and $540 million
  • Selling, General & Administrative expenses will be in the low $90 million dollar range
  • Adjusted EBITDA will be between $200 million and $210 million
  • Adjusted net income per share, diluted, will be between $0.65 and $0.70


Presentation of Financial Measures

Planet Fitness, Inc. (the “Company”) was formed in March 2015 for the purpose of facilitating the initial public offering (the “IPO”) and related recapitalization transactions that occurred in August 2015, and in order to carry on the business of Pla-Fit Holdings, LLC (“Pla-Fit Holdings”) and its subsidiaries. As the sole managing member of Pla-Fit Holdings, the Company operates and controls all of the business and affairs of Pla-Fit Holdings, and through Pla-Fit Holdings, conducts its business. As a result, the Company consolidates Pla-Fit Holdings’ financial results and reports a non-controlling interest related to the portion of Pla-Fit Holdings not owned by the Company.

The financial information presented in this press release includes non-GAAP financial measures such as EBITDA, Segment EBITDA, Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share, diluted, to provide measures that we believe are useful to investors in evaluating the Company’s performance. These non-GAAP financial measures are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net  income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by similar amounts or other unusual or nonrecurring items. See the tables at the end of this press release for a reconciliation of EBITDA, Adjusted EBITDA, Total Segment EBITDA, Adjusted net income (loss), and Adjusted net income (loss) per share, diluted, to their most directly comparable GAAP financial measure.

Same store sales refers to year-over-year sales comparisons for the same store sales base of both corporate-owned and franchisee-owned stores, which is calculated for a given period by including only sales from stores that had sales in the comparable months of both years. We define the same store sales base to include those stores that have been open and for which monthly membership dues have been billed for longer than 12 months. We measure same store sales based solely upon monthly dues billed to members of our corporate-owned and franchisee-owned stores. As a result of the closure of all of our stores due to COVID-19 in March 2020, a majority of stores remained closed for a portion of the three and six months ended June 30, 2020. Because less than 50% of our stores in the same store sales base had membership billings in all of the months included in the three and six months ended June 30, 2020, we are not providing same store sales comparisons for the three and six months ended June 30, 2021 and 2020.

The non-GAAP financial measures used in our full-year outlook will differ from net income (loss) and net income (loss) per share, diluted, determined in accordance with GAAP in ways similar to those described in the reconciliations at the end of this press release. We do not provide guidance for net income (loss) or net income (loss) per share, diluted, determined in accordance with GAAP or a reconciliation of guidance for Adjusted EBITDA and Adjusted net income per share, diluted, to the most directly comparable GAAP measure because we are not able to predict with reasonable certainty the amount or nature of all items that will be included in our net income and net income per share, diluted, for the year ending December 31, 2021. These items are uncertain, depend on many factors and could have a material impact on our net income and net income per share, diluted, for the year ending December 31, 2021.


Investor Conference Call

The Company will hold a conference call at 4:30 pm (ET) on August 9, 2021 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.planetfitness.com via the “Investor Relations” link. The webcast will be archived on the website for one year.


About Planet Fitness

Founded in 1992 in Dover, NH, Planet Fitness is one of the largest and fastest-growing franchisors and operators of fitness centers in the United States by number of members and locations. As of June 30, 2021, Planet Fitness had more than 14.8 million members and 2,170 stores in 50 states, the District of Columbia, Puerto Rico, Canada, Panama, Mexico and Australia. The Company’s mission is to enhance people’s lives by providing a high-quality fitness experience in a welcoming, non-intimidating environment, which we call the Judgement Free Zone®. More than 95% of Planet Fitness stores are owned and operated by independent business men and women.


Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties.  Forward-looking statements include the Company’s statements with respect to expected future performance presented under the heading “2021 Outlook,” those attributed to the Company’s Chief Executive Officer in this press release, including with respect to the Company’s long-term targets for U.S. store locations, and other statements, estimates and projections that do not relate solely to historical facts. Forward-looking statements can be identified by words such as “believe,” “expect,” “goal,” plan,” “will,” “prospects,” “future,” “strategy” and similar references to future periods, although not all forward-looking statements include these identifying words.  Forward-looking statements are not assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of the business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results to differ materially include risks and uncertainties associated with the duration and impact of COVID-19, which has resulted and may continue to result in store closures and a decrease in our net membership base and may give rise to or heighten one or more of the other risks and uncertainties described herein, competition in the fitness industry, the Company’s and franchisees’ ability to attract and retain members, the Company’s and franchisees’ ability to identify and secure suitable sites for new franchise stores, changes in consumer demand, changes in equipment costs, the Company’s ability to expand into new markets domestically and internationally, operating costs for the Company and franchisees generally, availability and cost of capital for franchisees, acquisition activity, developments and changes in laws and regulations, our substantial increased indebtedness as a result of our refinancing and securitization transactions and our ability to incur additional indebtedness or refinance that indebtedness in the future, our future financial performance and our ability to pay principal and interest on our indebtedness, our corporate structure and tax receivable agreements, failures, interruptions or security breaches of the Company’s information systems or technology, general economic conditions and the other factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2020, and the Company’s other filings with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in forward-looking statements, investors should not place undue reliance on forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

 


Planet Fitness, Inc. and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)
(Amounts in thousands, except per share amounts) 


For the three months ended


June 30,


For the six months ended


June 30,


2021


2020


2021


2020

Revenue:

Franchise

$

59,758

$

16,214

$

111,938

$

65,125

Commission income

70

45

342

435

National advertising fund revenue

13,021

4,743

24,630

13,971

Corporate-owned stores

40,579

9,419

78,456

49,935

Equipment

23,823

9,813

33,762

37,998

Total revenue

137,251

40,234

249,128

167,464

Operating costs and expenses:

Cost of revenue

18,497

8,478

26,482

30,323

Store operations

28,430

14,681

54,337

40,838

Selling, general and administrative

21,789

15,896

44,279

32,848

National advertising fund expense

13,529

10,878

26,282

26,083

Depreciation and amortization

15,036

13,008

30,510

25,800

Other (gain) loss

(282)

15

(2,420)

26

Total operating costs and expenses

96,999

62,956

179,470

155,918

Income (loss) from operations

40,252

(22,722)

69,658

11,546

Other expense, net:

Interest income

195

359

412

2,286

Interest expense

(20,125)

(20,467)

(40,369)

(40,708)

Other income (expense)

(147)

(73)

18

(760)

Total other expense, net

(20,077)

(20,181)

(39,939)

(39,182)

Income (loss) before income taxes

20,175

(42,903)

29,719

(27,636)

Provision (benefit) for income taxes

5,159

(10,918)

8,513

(6,034)

Net income (loss)

15,016

(31,985)

21,206

(21,602)

Less net income (loss) attributable to non-controlling interests

1,006

(2,808)

1,615

(1,032)

Net income (loss) attributable to Planet Fitness, Inc.

$

14,010

$

(29,177)

$

19,591

$

(20,570)

Net income (loss) per share of Class A common stock:

Basic

$

0.17

$

(0.36)

$

0.24

$

(0.26)

Diluted

$

0.17

$

(0.36)

$

0.23

$

(0.26)

Weighted-average shares of Class A common stock outstanding:

Basic

83,223

79,966

83,154

79,532

Diluted

83,837

79,966

83,771

79,532

 


Planet Fitness, Inc. and subsidiaries


Condensed Consolidated Balance Sheets


(Unaudited)

(Amounts in thousands, except per share amounts)


June 30, 2021


December 31, 2020

Assets

Current assets:

Cash and cash equivalents

$

469,137

$

439,478

Restricted cash

58,234

76,322

Accounts receivable, net of allowance for bad debts of $1 and $7 at June 30, 2021 and December 31,
2020, respectively

15,480

16,447

Inventory

1,197

473

Deferred expenses – national advertising fund

8,362

Prepaid expenses

12,019

11,881

Other receivables

11,836

16,754

Income tax receivables

4,990

5,461

Total current assets

581,255

566,816

Property and equipment, net of accumulated depreciation of $128,684 and $107,720 at June 30, 2021 and
December 31, 2020, respectively

160,071

160,677

Investments

35,000

Right of use assets, net

171,485

164,252

Intangible assets, net

208,757

217,075

Goodwill

227,821

227,821

Deferred income taxes

513,354

511,200

Other assets, net

1,856

1,896

Total assets

$

1,899,599

$

1,849,737


Liabilities and stockholders’ deficit

Current liabilities:

Current maturities of long-term debt

$

17,500

$

17,500

Accounts payable

18,124

19,388

Accrued expenses

25,367

22,042

Equipment deposits

7,483

795

Deferred revenue, current

34,773

26,691

Payable pursuant to tax benefit arrangements, current

9,190

Other current liabilities

22,642

25,479

Total current liabilities

135,079

111,895

Long-term debt, net of current maturities

1,670,831

1,676,426

Borrowings under Variable Funding Notes

75,000

75,000

Lease liabilities, net of current portion

175,934

167,910

Deferred revenue, net of current portion

31,900

32,587

Deferred tax liabilities

767

881

Payable pursuant to tax benefit arrangements, net of current portion

486,953

488,200

Other liabilities

2,505

2,511

Total noncurrent liabilities

2,443,890

2,443,515

Stockholders’ equity (deficit):

Class A common stock, $0.0001 par value – 300,000 authorized, 83,225 and 82,821 shares issued and
outstanding as of June 30, 2021 and December 31, 2020, respectively

8

8

Class B common stock, $0.0001 par value – 100,000 authorized, 3,363 and 3,722 shares issued and
outstanding as of June 30, 2021 and December 31, 2020, respectively

1

1

Accumulated other comprehensive income

56

27

Additional paid in capital

50,917

45,673

Accumulated deficit

(731,987)

(751,578)

Total stockholders’ deficit attributable to Planet Fitness, Inc.

(681,005)

(705,869)

Non-controlling interests

1,635

196

Total stockholders’ deficit

(679,370)

(705,673)

Total liabilities and stockholders’ deficit

$

1,899,599

$

1,849,737

 


Planet Fitness, Inc. and subsidiaries


Condensed Consolidated Statements of Cash Flows


(Unaudited)

(Amounts in thousands, except per share amounts)


For the six months ended June 30,


2021


2020

Cash flows from operating activities:

Net income (loss)

$

21,206

$

(21,602)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating
activities:

Depreciation and amortization

30,510

25,800

Amortization of deferred financing costs

3,155

3,187

Amortization of asset retirement obligations

38

33

Deferred tax expense (benefit)

7,210

(3,713)

Gain on re-measurement of tax benefit arrangement

(348)

(502)

Provision for bad debts

(28)

(Gain) loss on disposal of property and equipment

(27)

Equity-based compensation

4,049

2,493

Other

(82)

434

Changes in operating assets and liabilities, excluding effects of acquisitions:

Accounts receivable

1,006

26,917

Inventory

(724)

(1,900)

Other assets and other current assets

6,059

(16,323)

National advertising fund

(8,362)

(7,941)

Accounts payable and accrued expenses

(102)

(22,354)

Other liabilities and other current liabilities

(3,725)

1,472

Income taxes

413

(4,485)

Equipment deposits

6,688

824

Deferred revenue

7,319

3,820

Leases and deferred rent

(17)

884

Net cash provided by (used in) operating activities

74,266

(12,984)

Cash flows from investing activities:

Additions to property and equipment

(19,395)

(21,161)

Proceeds from sale of property and equipment

1

169

Investments

(35,000)

Net cash used in investing activities

(54,394)

(20,992)

Cash flows from financing activities:

Principal payments on capital lease obligations

(104)

(84)

Proceeds from borrowings under Variable Funding Notes

75,000

Repayment of long-term debt

(8,750)

(8,750)

Proceeds from issuance of Class A common stock

578

1,583

Dividend equivalent payments

(174)

Distributions to Continuing LLC Members

(145)

(1,600)

Net cash (used in) provided by financing activities

(8,421)

65,975

Effects of exchange rate changes on cash and cash equivalents

120

(834)

Net increase in cash, cash equivalents and restricted cash

11,571

31,165

Cash, cash equivalents and restricted cash, beginning of period

515,800

478,795

Cash, cash equivalents and restricted cash, end of period

$

527,371

$

509,960

Supplemental cash flow information:

Net cash paid for income taxes

$

889

$

2,155

Cash paid for interest

$

37,536

$

37,724

Non-cash investing activities:

Non-cash additions to property and equipment

$

3,500

$

2,099

 

Planet Fitness, Inc. and subsidiaries

Non-GAAP Financial Measures

(Unaudited)
(Amounts in thousands, except per share amounts)  

To supplement its consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses the following non-GAAP financial measures: EBITDA, Total Segment EBITDA, Adjusted EBITDA, Adjusted net  income (loss) and Adjusted net income (loss) per share, diluted (collectively, the “non-GAAP financial measures”). The Company believes that these non-GAAP financial measures, when used in conjunction with GAAP financial measures, are useful to investors in evaluating our operating performance. These non-GAAP financial measures presented in this release are supplemental measures of the Company’s performance that are neither required by, nor presented in accordance with GAAP. These financial measures should not be considered in isolation or as substitutes for GAAP financial measures such as net income or any other performance measures derived in accordance with GAAP. In addition, in the future, the Company may incur expenses or charges such as those added back to calculate Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income (loss) per share, diluted. The Company’s presentation of Adjusted EBITDA, Adjusted net income (loss), and Adjusted net income (loss) per share, diluted, should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items.

EBITDA, Segment EBITDA and Adjusted EBITDA

We refer to EBITDA and Adjusted EBITDA as we use these measures to evaluate our operating performance and we believe these measures provide useful information to investors in evaluating our performance. We have also disclosed Segment EBITDA as an important financial metric utilized by the Company to evaluate performance and allocate resources to segments in accordance with ASC 280, Segment Reporting. We define EBITDA as net income before interest, taxes, depreciation and amortization. Segment EBITDA sums to Total Segment EBITDA which is equal to the Non-GAAP financial metric EBITDA. We believe that EBITDA, which eliminates the impact of certain expenses that we do not believe reflect our underlying business performance, provides useful information to investors to assess the performance of our segments as well as the business as a whole. Our board of directors also uses EBITDA as a key metric to assess the performance of management. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization, adjusted for the impact of certain additional non-cash and other items that we do not consider in our evaluation of ongoing performance of the Company’s core operations. These items include certain purchase accounting adjustments, stock offering-related costs, and certain other charges and gains. We believe that Adjusted EBITDA is an appropriate measure of operating performance in addition to EBITDA because it eliminates the impact of other items that we believe reduce the comparability of our underlying core business performance from period to period and is therefore useful to our investors in comparing the core performance of our business from period to period.

A reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, is set forth below.


Three months ended June 30,


Six months ended June 30,


2021


2020


2021


2020


(in thousands)

Net income (loss)

$

15,016

$

(31,985)

$

21,206

$

(21,602)

Interest income

(195)

(359)

(412)

(2,286)

Interest expense

20,125

20,467

40,369

40,708

Provision (benefit) for income taxes

5,159

(10,918)

8,513

(6,034)

Depreciation and amortization

15,036

13,008

30,510

25,800

EBITDA

$

55,141

$

(9,787)

$

100,186

$

36,586

Purchase accounting adjustments-revenue(1)

128

79

197

146

Purchase accounting adjustments-rent(2)

97

129

214

271

Severance costs(3)

159

159

Pre-opening costs(4)

481

154

847

515

Insurance recovery(5)

(325)

(2,500)

Tax benefit arrangement remeasurement(6)

(348)

(502)

Other(7)

54

688

93

Adjusted EBITDA

$

55,576

$

(9,266)

$

99,284

$

37,268

(1)

Represents the impact of revenue-related purchase accounting adjustments associated with the acquisition of Pla-Fit Holdings on November 8, 2012 by TSG (the “2012 Acquisition”). At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront but recognizes for U.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2)

Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $33, $41, $82, and $82 in the three and six months ended June 30, 2021 and 2020, respectively, reflect the difference between the higher rent expense recorded in accordance with U.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $64, $88, $132 and $189 in the three and six months ended June 30, 2021 and 2020, respectively, are due to the amortization of favorable and unfavorable leases. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations.

(3)

Represents severance expense recorded in connection with an equity award modification.

(4)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(5)

Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims.

(6)

Represents gains related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.

(7)

Represents certain other charges and gains that we do not believe reflect our underlying business performance.

 

A reconciliation of Segment EBITDA to Total Segment EBITDA is set forth below.


Three months ended June 30,


Six months ended June 30,


(in thousands)


2021


2020


2021


2020

Segment EBITDA

Franchise

$

51,756

$

3,529

$

92,936

$

40,275

Corporate-owned stores

10,372

(6,342)

21,062

5,665

Equipment

5,608

1,311

7,438

7,677

Corporate and other

(12,595)

(8,285)

(21,250)

(17,031)

Total Segment EBITDA(1)

$

55,141

$

(9,787)

$

100,186

$

36,586

(1)

Total Segment EBITDA is equal to EBITDA.

 

Adjusted Net Income (loss) and Adjusted Net Income (loss) per Diluted Share

Our presentation of Adjusted net income (loss) assumes that all net income (loss) is attributable to Planet Fitness, Inc., which assumes the full exchange of all outstanding Holdings Units for shares of Class A common stock of Planet Fitness, Inc., adjusted for certain non-recurring items that we do not believe directly reflect our core operations. Adjusted net income (loss) per share, diluted, is calculated by dividing Adjusted net income (loss) by the total shares of Class A common stock outstanding plus any dilutive options and restricted stock units as calculated in accordance with GAAP and assuming the full exchange of all outstanding Holdings Units and corresponding Class B common stock as of the beginning of each period presented. Adjusted net income (loss) and Adjusted net income (loss) per share, diluted, are supplemental measures of operating performance that do not represent, and should not be considered, alternatives to net income and earnings per share, as calculated in accordance with GAAP. We believe Adjusted net income (loss) and Adjusted net income (loss) per share, diluted, supplement GAAP measures and enable us to more effectively evaluate our performance period-over-period. A reconciliation of Adjusted net income (loss) to net income (loss), the most directly comparable GAAP measure, and the computation of Adjusted net income (loss) per share, diluted, are set forth below.


Three months ended June 30,


Six months ended June 30,


(in thousands, except per share amounts)


2021


2020


2021


2020

Net income (loss)

$

15,016

$

(31,985)

$

21,206

$

(21,602)

Provision for income taxes, as reported

5,159

(10,918)

8,513

(6,034)

Purchase accounting adjustments-revenue(1)

128

79

197

146

Purchase accounting adjustments-rent(2)

97

129

214

271

Severance costs(3)

159

159

Pre-opening costs(4)

481

154

847

515

Insurance recovery(5)

(325)

(2,500)

Tax benefit arrangement remeasurement(6)

(348)

(502)

Other(7)

54

688

93

Purchase accounting amortization(8)

4,159

4,211

8,318

8,424

Adjusted income (loss) before income taxes

$

24,769

$

(38,171)

$

37,135

$

(18,530)

Adjusted income taxes(9)

6,589

(10,230)

9,878

(4,966)

Adjusted net income (loss)

$

18,180

$

(27,941)

$

27,257

$

(13,564)

Adjusted net income (loss) per share, diluted

$

0.21

$

(0.32)

$

0.31

$

(0.16)

Adjusted weighted-average shares outstanding(10)

87,200

86,467

87,188

86,671

(1)

Represents the impact of revenue-related purchase accounting adjustments associated with the 2012 Acquisition. At the time of the 2012 Acquisition, the Company maintained a deferred revenue account, which consisted of deferred ADA fees, deferred franchise fees, and deferred enrollment fees that the Company billed and collected upfront but recognizes for U.S. GAAP purposes at a later date. In connection with the 2012 Acquisition, it was determined that the carrying amount of deferred revenue was greater than the fair value assessed in accordance with ASC 805—Business Combinations, which resulted in a write-down of the carrying value of the deferred revenue balance upon application of acquisition push-down accounting under ASC 805. These amounts represent the additional revenue that would have been recognized in these periods if the write-down to deferred revenue had not occurred in connection with the application of acquisition pushdown accounting.

(2)

Represents the impact of rent-related purchase accounting adjustments. In accordance with guidance in ASC 805 – Business Combinations, in connection with the 2012 Acquisition, the Company’s deferred rent liability was required to be written off as of the acquisition date and rent was recorded on a straight-line basis from the acquisition date through the end of the lease term. This resulted in higher overall recorded rent expense each period than would have otherwise been recorded had the deferred rent liability not been written off as a result of the acquisition push down accounting applied in accordance with ASC 805. Adjustments of $33, $41, $82, and $82 in the three and six months ended June 30, 2021 and 2020, respectively, reflect the difference between the higher rent expense recorded in accordance with U.S. GAAP since the acquisition and the rent expense that would have been recorded had the 2012 Acquisition not occurred. Adjustments of $64, $88, $132 and $189 in the three and six months ended June 30, 2021 and 2020, respectively, are due to the amortization of favorable and unfavorable leases. All of the rent related purchase accounting adjustments are adjustments to rent expense which is included in store operations on our consolidated statements of operations.

(3)

Represents severance expense recorded in connection with an equity award modification.

(4)

Represents costs associated with new corporate-owned stores incurred prior to the store opening, including payroll-related costs, rent and occupancy expenses, marketing and other store operating supply expenses.

(5)

Represents an insurance recovery of previously recognized expenses related to the settlement of legal claims.

(6)

Represents gains and losses related to the adjustment of our tax benefit arrangements primarily due to changes in our effective tax rate.

(7)

Represents certain other charges and gains that we do not believe reflect our underlying business performance.

(8)

Includes $3,096, $3,096, $6,192 and $6,192 of amortization of intangible assets, for the three and six months ended June 30, 2021 and 2020, recorded in connection with the 2012 Acquisition, and $1,063, $1,116, $2,126 and $2,231 of amortization of intangible assets for the three months ended June 30, 2021 and 2020, respectively, recorded in connection with historical acquisitions of franchisee-owned stores. The adjustment represents the amount of actual non-cash amortization expense recorded, in accordance with U.S. GAAP, in each period.

(9)

Represents corporate income taxes at an assumed effective tax rate of 26.6% for the three and six months ended June 30, 2021 and 26.8% for the three and six months ended June 30, 2020, applied to adjusted income before income (loss) taxes.

(10)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc.

 

A reconciliation of net income (loss) per share, diluted, to Adjusted net income (loss) per share, diluted is set forth below for the three and six months ended June 30, 2021 and 2020:


For the three months ended


June 30, 2021


For the three months ended


June 30, 2020


(in thousands, except per share amounts)


Net income


Weighted
Average
Shares


Net income
per share,
diluted


Net loss


Weighted
Average
Shares


Net loss
per share,
diluted

Net  income (loss) attributable to Planet Fitness, Inc.(1)

$

14,010

83,837

$

0.17

$

(29,177)

79,966

$

(0.36)

Assumed exchange of shares(2)

1,006

3,363

(2,808)

6,501

Net income (loss)

15,016

(31,985)

Adjustments to arrive at adjusted income

   (loss) before income taxes(3)

9,753

(6,186)

Adjusted income (loss) before income taxes

24,769

(38,171)

Adjusted income tax expense (benefit)(4)

6,589

(10,230)

Adjusted net income (loss)

$

18,180

87,200

$

0.21

$

(27,941)

86,467

$

(0.32)

(1)

Represents net income (loss) attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding.

(2)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Also assumes the addition of net income (loss) attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock.

(3)

Represents the total impact of all adjustments identified in the adjusted net income (loss) table above to arrive at adjusted income (loss) before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 26.6% and 26.8% for the three months ended June 30, 2021 and 2020, respectively, applied to adjusted income (loss) before income taxes.

 


For the six months ended


June 30, 2021


For the six months ended


June 30, 2020


(in thousands, except per share amounts)


Net income


Weighted
Average
Shares


Net income
per share,
diluted


Net loss


Weighted
Average
Shares


Net loss
per share,
diluted

Net  income (loss) attributable to Planet Fitness, Inc.(1)

$

19,591

83,771

$

0.23

$

(20,570)

79,532

$

(0.26)

Assumed exchange of shares(2)

1,615

3,417

(1,032)

7,139

Net income (loss)

21,206

(21,602)

Adjustments to arrive at adjusted income

   (loss) before income taxes(3)

15,929

3,072

Adjusted income (loss) before income taxes

37,135

(18,530)

Adjusted income tax expense (benefit)(4)

9,878

(4,966)

Adjusted net income (loss)

$

27,257

87,188

$

0.31

$

(13,564)

86,671

$

(0.16)

(1)

Represents net income (loss) attributable to Planet Fitness, Inc. and the associated weighted average shares, diluted of Class A common stock outstanding.

(2)

Assumes the full exchange of all outstanding Holdings Units and corresponding shares of Class B common stock for shares of Class A common stock of Planet Fitness, Inc. Also assumes the addition of net income (loss) attributable to non-controlling interests corresponding with the assumed exchange of Holdings Units and Class B common shares for shares of Class A common stock.

(3)

Represents the total impact of all adjustments identified in the adjusted net income (loss) table above to arrive at adjusted income (loss) before income taxes.

(4)

Represents corporate income taxes at an assumed effective tax rate of 26.6% and 26.8% for the six months ended June 30, 2021 and 2020, respectively, applied to adjusted income (loss) before income taxes.

 

 

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/planet-fitness-inc-announces-second-quarter-2021-results-301351347.html

SOURCE Planet Fitness, Inc.

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

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

Total Revenues

$118.7 million for Q2 2021; $234.4 million for the six months ended June 30, 2021

______________

Net Loss Per Share

$(0.64) per share for Q2 2021; $(1.38) per share for the six months ended June 30, 2021

______________

Core FFO per Share*

$0.33 per share for Q2 2021; $0.58 per share for the six months ended June 30, 2021

______________

AFFO Per Share*

$0.17 per share for Q2 2021; $0.34 per share for the six months ended June 30, 2021

______________

Multifamily Same Store Results*

Rental and other property revenues increased 5.5% and same-store net operating income increased 6.4% for Q2 year over year

______________

Sale of Five Office Assets Closed July 29, 2021

Total consideration of $645.5 million

Partial proceeds used to call approximately $221.6 million of Series A Preferred Stock

______________

Guidance Raised

Core FFO range raised to $0.90 – $1.00 for full year 2021

*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 below.

ATLANTA–(BUSINESS WIRE)–
Preferred Apartment Communities, Inc. (NYSE: APTS) (“we,” “our,” the “Company,” “Preferred Apartment Communities” or “PAC”) today reported results for the quarter ended June 30, 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.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210809005756/en/

(Photo: Business Wire)

(Photo: Business Wire)

“During the second quarter, our high quality Sunbelt multifamily portfolio continued to produce strong results, with top-line same store revenue growth of 5.5% and same store NOI growth of 6.4%. The rent growth we saw in the second quarter has continued into July as our new leases are up 21.3% and our renewals have increased 7.5%. In-migration and employment trends in our markets remain robust, driving strong demand for our well-located multifamily and grocery-anchored retail assets. With our portfolio producing at a high level we have continued to execute against our strategic plan to simplify our business and enhance the flexibility of our capital structure. To that end, on July 29th, we completed the disposition of five office assets and our sole office real estate investment loan to Highwoods Properties, with one additional smaller office portfolio now under contract to Northwoods Investors. At the same time, we announced the call of approximately $221 million of our Preferred Series A stock, which represented the entire amount available to call at the time. As we look ahead, we have a robust pipeline of potential investments, providing a strong foundation for organic and external growth and value creation into 2022 and beyond,” stated Joel Murphy, Preferred Apartment Communities Chairman and Chief Executive Officer.

Conference Call and Supplemental Data

We will hold our quarterly conference call on Tuesday, August 10, 2021 at 11:00 a.m. Eastern Time to discuss our second 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, August 10, 2021

Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)

Passcode: 5239504

The live broadcast of PAC’s second 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.

For Further Information

Paul Cullen

Executive Vice President-Investor Relations

Chief Marketing Officer

[email protected]

770-818-4144

Operating Results

Our operating results are presented below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

% change

 

Six months ended June 30,

 

% change

 

 

2021

 

2020

 

 

2021

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues (in thousands)

$

118,706

 

 

$

122,980

 

 

(3.5)

%

 

$

234,406

 

 

$

253,862

 

 

(7.7)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) (1)

$

(0.64)

 

 

$

(1.06)

 

 

 

 

$

(1.38)

 

 

$

(5.47)

 

 

 

 

FFO (2)

$

0.23

 

 

$

(0.01)

 

 

 

 

$

0.39

 

 

$

(3.39)

 

 

 

 

Core FFO (2)

$

0.33

 

 

$

0.22

 

 

50.0

%

 

$

0.58

 

 

$

0.50

 

 

16.0

%

 

AFFO (2)

$

0.17

 

 

$

0.05

 

 

240.0

%

 

$

0.34

 

 

$

0.52

 

 

(34.6)

%

 

Dividends (3)

$

0.175

 

 

$

0.175

 

 

 

 

$

0.35

 

 

$

0.4375

 

 

(20.0)

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 June 30, 2021 decreased approximately $4.3 million, or 3.5%, to $118.7 million from the quarter ended June 30, 2020, due to the absence of revenues from the eight student housing properties that we sold on November 3, 2020. The student housing properties contributed approximately $12.0 million, or 9.8% of our total revenues for the quarter ended June 30, 2020. Excluding the student housing properties’ contributions to the second quarter 2020, our total revenues would have increased $7.7 million, or 7.0%.
  • Our net loss per share was $(0.64) and $(1.06) for the three-month periods ended June 30, 2021 and 2020, respectively. Funds From Operations, or FFO, was $0.23 and $(0.01) per weighted average share of Common Stock and Class A Unit outstanding for the three months ended June 30, 2021 and 2020, respectively. The increase in FFO per share was driven by:

the absence of the loss on extinguishment of debt that was incurred in second quarter 2020 of $0.13 per share;

lower preferred stock dividends of $0.10 per share;

purchase option termination revenue from the repayment of our Vintage Destin loan of $0.05 per share;

lower interest expense of $0.05 per share;

improved property results and increases from acquired properties of $0.03 per share;

lower FFO resulting from the sale of our student housing properties in the fourth quarter 2020 of ($0.08) per share; and

lower current interest from our real estate loan investment portfolio of ($0.02).

  • Our Core FFO per share (A) increased to $0.33 for the second quarter 2021 from $0.22 for the second quarter 2020, due to:

lower preferred stock dividends of $0.10 per share;

purchase option termination revenue from the repayment of our Vintage Destin loan of $0.05 per share;

lower interest expense of $0.05 per share;

improved property results and increases from acquired properties of $0.03 per share;

lower Core FFO resulting from the sale of our student housing properties in the fourth quarter 2020 of ($0.08) per share; and

lower current interest from our real estate loan investment portfolio of ($0.02).

  • Our AFFO per share increased to $0.17 for the second quarter 2021 from $0.05 for the second quarter 2020 due to:

lower preferred stock dividends of $0.10 per share;

cash received from purchase option terminations of $0.06 per share;

lower interest expense of $0.05 per share;

improved property results and increases from acquired properties of $0.03 per share;

accrued interest received of $0.03 per share;

lower AFFO resulting from the sale of our student housing properties in the fourth quarter 2020 of ($0.08) per share;

cash paid for closing costs for our renewed revolving line of credit of ($0.04) per share;

lower current interest from our real estate loan investment portfolio of ($0.02); and

higher recurring capital expenditures of ($0.01) per share.

  • Our Core FFO payout ratio to Common Stockholders and Unitholders was approximately 55.3% and our Core FFO payout ratio to our preferred stockholders was approximately 66.8% for the second quarter 2021. (B)
  • Our AFFO payout ratio to Common Stockholders and Unitholders was approximately 110.3% and our AFFO payout ratio to our preferred stockholders was approximately 80.0% for the second quarter 2021.
  • As of June 30, 2021, our total assets were approximately $4.3 billion, a decrease from our total assets of approximately $4.8 billion at June 30, 2020, that primarily resulted from the sale of our student housing portfolio during the fourth quarter 2020 for approximately $478.7 million.

(A) Our Core FFO result for the three-month period ended June 30, 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.

(B) 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.

Operational

  • Our multifamily communities’ same-store rental and other property revenues increased 5.5% for the quarter ended June 30, 2021 versus 2020. Our multifamily communities’ same-store net operating income increased 6.4% for the quarter ended June 30, 2021 versus 2020. Our same-store multifamily communities include all our multifamily communities except Artisan at Viera, The Menlo, The Blake, Parkside at the Beach, Horizon at Wiregrass and The Ellison, all of which were acquired in the last 23 months.
  • Our rental rates for our multifamily same-store properties for new and renewal leases increased 11.6% and 5.3% respectively for second quarter 2021 as compared to the expiring leases, excluding shorter-term leases.
  • Our rental rates for our multifamily same-store properties for new and renewal leases increased 21.3% and 7.5% respectively for July 2021 as compared to the expiring leases, excluding shorter-term leases.
  • As of June 30, 2021, the average age of our multifamily communities was approximately 6.6 years, which is the youngest in the public multifamily REIT industry.
  • As of June 30, 2021, all of our owned multifamily communities had achieved stabilization except for one second quarter 2021 acquisition. We define stabilization as reaching 93% for all three consecutive months within a single quarter.
  • The average physical occupancy of our same-store multifamily communities increased to 96.9% for the three-month period ended June 30, 2021 from 94.7% for the three-month period ended June 30, 2020 and 95.8% for the three-month period ended March 31, 2021.
  • Our average recurring rental revenue collections before and after any effect of rent deferrals for the second quarter 2021 were approximately 99.3% and 99.3% for multifamily communities, 98.9% and 98.9% for grocery-anchored retail properties and 99.7% 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 $78,000 of deferred retail rent during the second quarter 2021, raising the total deferred retail rent granted to approximately $2.0 million, or approximately 1.7% of recurring retail rental revenue cumulatively over the last five quarters. Including this deferred rent, our average recurring retail rental revenue collections were 98.9%, 98.7%, 98.7% and 97.9% for second quarter 2021, first quarter 2021, fourth quarter 2020 and third quarter 2020, respectively. As of June 30, 2021, $1.2 million of the $2.0 million of deferred retail rent was in repayment, of which 93.7% has been collected. In addition to the deferrals, we granted an additional $200,000 of COVID-related abatements to retail tenants, raising the total abatement granted to $876,000, or approximately 0.7% of our retail portfolio’s recurring rental revenues cumulatively over the last five 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 reduced our reserve by $216,000, or 0.8% of total retail revenue in the second quarter 2021, or 0.1% of our consolidated rental and other property revenues. Our retail portfolio’s total rent reserves over the last five quarters were approximately $2.1 million, or approximately 1.8% of our retail portfolio’s recurring rental revenues cumulatively over the same period.

Financing and Capital Markets

  • As of June 30, 2021, approximately 95.7% 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 3.47% for multifamily communities, 4.13% for office properties, 3.89% for grocery-anchored retail properties and 3.72% in the aggregate.
  • At June 30, 2021, our leverage, as measured by the ratio of our debt to the undepreciated book value of our total assets, was approximately 56.4%.
  • At June 30, 2021, we had $143.5 million available to be drawn on our revolving line of credit and approximately $37.1 million of cash on hand.
  • During the second quarter 2021, we issued and sold an aggregate of 37,872 shares of preferred stock and redeemed or called an aggregate of 47,986 shares of preferred stock, resulting in a net reduction of 10,114 outstanding shares of preferred stock, for a net redemption cost of approximately $12.9 million. For the period of November 1, 2020 through August 3, 2021, we issued and sold an aggregate of 143,498 shares of preferred stock and redeemed or called an aggregate of 558,190 shares of preferred stock, resulting in a net reduction of 414,692 outstanding shares of preferred stock, for a net redemption cost of approximately $425.0 million.
  • During the second quarter 2021, we issued and sold an aggregate of 1,442,214 shares of Common Stock under our 2019 ATM Offering, generating gross proceeds of approximately $15.1 million and, after deducting commissions and other costs, net proceeds of approximately $14.9 million.

Significant Transactions

  • During the second quarter 2021, we closed on the acquisition of The Ellison, a 250-unit multifamily community located in suburban Atlanta, Georgia.
  • During the second quarter 2021, we received the full principal amounts totaling approximately $23.5 million from the repayment of two real estate loan investments, plus a purchase option termination fee of approximately $3.0 million and $1.8 million of accrued interest from these loan payoffs. These transactions collectively returned approximately $28.3 million of capital to us during the second quarter for investment, preferred stock redemptions, or other corporate purposes.
  • During the second quarter 2021, we originated two real estate loan investments with a combined commitment amount of $17.1 million, in support of the development of a 316-unit multifamily community in Savannah, Georgia.

Subsequent to Quarter End

  • On July 29, 2021, we sold five office properties (Galleria 75, 150 Fayetteville, Capitol Towers, CapTrust and Morrocroft) and our 8West real estate loan investment in a single transaction, for a gross sales price of approximately $645.5 million. Based on estimated closing costs, the sale will result in a loss on sale of between $20.0 million and $21.0 million in the third quarter. We utilized a significant portion of the net proceeds to call approximately $221.6 million of our outstanding Series A Redeemable Preferred Stock on August 3, 2021.
  • Between July 1, 2021 and July 31, 2021, we issued 532,917 shares of Common Stock under the 2019 ATM Offering, for aggregate gross proceeds of approximately $5.5 million at an average price of $10.30 per share.
  • On July 8, 2021, we completed the acquisition of Alleia at Presidio, a 231-unit multifamily community located in Ft. Worth, Texas.
  • On July 19, 2021, we closed on the sale of Vineyards, a 369-unit multifamily community located in Houston, Texas.
  • On July 22, 2021, we entered into an agreement to sell two office properties, Armour Yards and 251 Armour Yards (the “Armour Yards Portfolio”), to Northwood Investors.
  • On August 6, 2021, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, payable on October 15, 2021 to stockholders of record on September 15,2021.
  • Between July 1, 2021 and July 31, 2021, we issued 29,552 shares of Series A1 Preferred Stock and collected net proceeds of approximately $26.6 million after commissions and fees and issued 2,743 shares of Series M1 Preferred Stock and collected net proceeds of approximately $2.7 million after commissions and fees. During the same period, we redeemed 9,735 shares of Series A Preferred Stock, 871 mShares, 70 shares of Series A1 Preferred Stock, and 52 shares of Series M1 Preferred Stock.

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 We are revising our guidance to reflect the impact of the call of Series A Preferred Stock, the improving trends in our multifamily and retail portfolios, and the earlier payoffs of some of our real estate loan investment assets. With these variables factored in, we now expect Core FFO per share in the range of $0.90 to $1.00 for the full year 2021.

Underpinning this revised guidance are the following assumptions:

• Multifamily Same-Store NOI growth of 5.0% to 7.0% for the full year, an increase from our previous full year guidance of 2.0% to 3.0%;

• Multifamily acquisition volume of between $300 million and $400 million for the full year, unchanged; and

• New real estate loan investment originations of $50-$100 million for the full year, unchanged.

This guidance continues to include the impact of purchase option termination revenues and CECL reserve reversals as a result of real estate investment loans being repaid, which in combination with the accelerating growth in the multifamily portfolio, is helping to offset the dilution of the office portfolio sale in the short term. The increases in purchase option revenue represents a significant acceleration of payoffs and acquisitions of properties that were contemplated in 2022. This acceleration will have a material benefit to our results in 2021, to the detriment of the results in 2022. These one-time items will be very difficult to replace going forward, as we have fewer purchase option termination revenue opportunities in our current portfolio. We expect the dilution from the office transaction will be more impactful 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-month and six-month periods ended June 30, 2021 and 2020 appear in the attached report, as well as on our website using the following link:

https://investors.pacapts.com/q2-2021-quarterly-supplemental-financial-data

Real Estate Assets

At June 30, 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

June 30, 2021 (1)

 

Potential

additions from

real estate loan

investment

portfolio (2)

 

Potential total

 

 

Residential properties:

 

 

 

 

 

 

 

Properties

38

 

 

13

 

 

51

 

 

 

Units

11,393

 

 

3,566

 

 

14,959

 

 

 

Grocery-anchored shopping centers:

 

 

 

 

 

 

 

Properties

54

 

 

 

 

54

 

 

 

Gross leasable area (square feet)

6,208,278

 

 

 

 

6,208,278

 

 

 

Office buildings: (3)

 

 

 

 

 

 

 

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) Five of our office properties and the real estate loan investment supporting the 8West office building were sold to Highwoods Realty Limited Partnership, an unrelated party, on July 29, 2021.

The following chart details quarterly cash collections of recurring rental revenues before and after the effect of rent deferrals across all our operating business lines as of August 5, 2021:

 

 

Cash Collections of Recurring Rental Revenues (1)

 

 

2020

 

2021

Unadjusted for

rent deferrals:

 

First

quarter

 

Second

quarter

 

Third

quarter

 

Fourth

quarter

 

First

quarter

 

Second

quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

99.9

%

 

98.8

%

 

99.0

%

 

99.1

%

 

99.1

%

 

99.3

%

Office

 

99.9

%

 

98.1

%

 

99.7

%

 

99.7

%

 

99.8

%

 

99.7

%

Grocery-anchored retail (2)

 

99.6

%

 

91.9

%

 

96.1

%

 

97.8

%

 

98.7

%

 

98.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Collections of Recurring Rental Revenues (1)

 

 

2020

 

2021

Adjusted for

rent deferrals:

 

First

quarter

 

Second

quarter

 

Third

quarter

 

Fourth

quarter

 

First

quarter

 

Second

quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily

 

99.9

%

 

99.4

%

 

99.0

%

 

99.1

%

 

99.2

%

 

99.3

%

Office

 

99.9

%

 

99.9

%

 

100.0

%

 

99.7

%

 

99.9

%

 

99.9

%

Grocery-anchored retail (2)

 

99.6

%

 

97.0

%

 

97.9

%

 

98.7

%

 

98.7

%

 

98.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 quarterly occupancy and percent leased rates across all our operating business lines:

 

 

Occupancy and Percentages Leased

 

 

2020

 

2021

Adjusted for rent deferrals:

 

First

quarter

 

Second

quarter

 

Third

quarter

 

Fourth

quarter

 

First

quarter

 

Second

quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy:

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily (stabilized) (1)

 

95.5

%

 

94.7

%

 

95.6

%

 

95.6

%

 

95.8

%

 

96.8

%

Percent leased: (2)

 

 

 

 

 

 

 

 

 

 

 

 

Office

 

96.7

%

 

96.2

%

 

95.5

%

 

94.7

%

 

91.0

%

 

90.9

%

Grocery-anchored retail (3)

 

92.6

%

 

92.7

%

 

92.5

%

 

91.0

%

 

90.8

%

 

91.1

%

(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 84.2% 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)

 

6/30/2021

 

6/30/2020

 

 

 

 

 

Net income (loss)

 

$

1,557

 

 

$

(15,950)

 

Add:

 

 

 

 

Equity stock compensation

 

925

 

 

246

 

Depreciation and amortization

 

44,732

 

 

51,793

 

Interest expense

 

27,296

 

 

31,136

 

Corporate G&A and other

7,696

 

 

7,827

 

(Income) loss from unconsolidated joint venture

 

175

 

 

 

Management Internalization

 

240

 

 

458

 

Allowance for expected credit losses

 

(845)

 

 

482

 

Less:

 

 

 

 

Interest revenue on notes receivable

 

12,814

 

 

10,407

 

Interest revenue on related party notes receivable

 

410

 

 

604

 

Miscellaneous revenues

 

321

 

 

395

 

Loss on extinguishment of debt

 

 

 

(6,156)

 

 

 

 

 

 

Property net operating income

 

68,231

 

 

70,742

 

Less:

 

 

 

 

Non same-store property revenues

 

(61,448)

 

 

(70,156)

 

Add:

 

 

 

 

Non same-store property operating expenses

18,579

 

 

23,242

 

 

 

 

 

Same-store net operating income

 

$

25,362

 

 

$

23,828

 

 

 

 

 

 

Multifamily Communities’ Same-Store NOI

 

 

 

 

 

 

 

 

 

 

 

Three months ended:

 

 

 

 

(in thousands)

 

6/30/2021

 

6/30/2020

 

$ change

 

% change

Revenues:

 

 

 

 

 

 

 

 

Rental and other property revenues

 

$

43,712

 

 

$

41,418

 

 

$

2,294

 

 

5.5

%

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Property operating and maintenance

 

7,587

 

 

6,996

 

 

591

 

 

8.4

%

Payroll

 

3,356

 

 

3,342

 

 

14

 

 

0.4

%

Real estate taxes and insurance

 

7,407

 

 

7,252

 

 

155

 

 

2.1

%

Total operating expenses

 

18,350

 

 

17,590

 

 

760

 

 

4.3

%

 

 

 

 

 

 

 

 

 

Same-store net operating income

 

$

25,362

 

 

$

23,828

 

 

$

1,534

 

 

6.4

%

 

 

 

 

 

 

 

 

 

Same-store average physical occupancy

 

96.9

%

 

94.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

Reconciliation of Net Income (Loss) to Multifamily Communities’ Same-Store Net Operating Income (“NOI”)

 

 

 

 

 

 

 

Six months ended:

(in thousands)

 

6/30/2021

 

6/30/2020

 

 

 

 

 

Net income (loss)

 

$

(1,152)

 

 

$

(195,473)

 

Add:

 

 

 

 

Equity stock compensation

 

1,499

 

 

476

 

Depreciation and amortization

 

90,559

 

 

101,302

 

Interest expense

 

54,287

 

 

60,729

 

Management fees

 

 

 

3,099

 

Corporate G&A and other

15,235

 

 

13,775

 

(Income) loss from unconsolidated joint venture

 

369

 

 

 

Management Internalization

 

485

 

 

179,251

 

Allowance for expected credit losses

 

(323)

 

 

5,615

 

Waived asset management and general and administrative expense fees

 

 

 

(1,136)

 

Less:

 

 

 

 

Interest revenue on notes receivable

 

23,326

 

 

23,846

 

Interest revenue on related party notes receivable

 

815

 

 

3,141

 

Miscellaneous revenues

 

645

 

 

3,435

 

Gain on sale of real estate, net

 

798

 

 

 

Gain on land sale

 

 

 

479

 

Loss on extinguishment of debt

 

 

 

(6,156)

 

 

 

 

 

 

Property net operating income

 

135,375

 

 

142,893

 

Less:

 

 

 

 

Non same-store property revenues

 

(123,273)

 

 

(139,770)

 

Add:

 

 

 

 

Non same-store property operating expenses

37,807

 

 

45,519

 

 

 

 

 

Same-store net operating income

 

$

49,909

 

 

$

48,642

 

 

 

 

 

 

Multifamily Communities’ Same-Store NOI

 

 

 

 

 

 

 

 

 

 

 

Six months ended:

 

 

 

 

(in thousands)

 

6/30/2021

 

6/30/2020

 

$ change

 

% change

Revenues:

 

 

 

 

 

 

 

 

Rental and other property revenues

 

$

86,346

 

 

$

83,668

 

 

$

2,678

 

 

3.2

%

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Property operating and maintenance

 

14,680

 

 

14,090

 

 

590

 

 

4.2

%

Payroll

 

6,620

 

 

6,461

 

 

159

 

 

2.5

%

Real estate taxes and insurance

 

15,137

 

 

14,475

 

 

662

 

 

4.6

%

Total operating expenses

 

36,437

 

 

35,026

 

 

1,411

 

 

4.0

%

 

 

 

 

 

 

 

 

 

Same-store net operating income

 

$

49,909

 

 

$

48,642

 

 

$

1,267

 

 

2.6

%

 

 

 

 

 

 

 

 

 

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 May 6, 2021, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, which was paid on July 15, 2021 to stockholders of record on June 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 second quarter 2021, which was paid on July 15, 2021 to all Class A Unit holders of record on June 15, 2021.

Monthly Dividends on Preferred Stock

We declared monthly dividends of $5.00 per share on our Series A Preferred Stock, which totaled approximately $29.0 million for the second quarter 2021 and represents a 6% annual yield. We declared monthly dividends of $5.00 per share on our Series A1 Preferred Stock, which totaled approximately $3.1 million for the second quarter 2021 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 second 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 $400,000 on our Series M1 Preferred Stock for the second quarter 2021. 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: Estimates of future earnings, guidance, redemptions of Series A Preferred Stock, potential additions of properties from purchase options and rights of first offer from our real estate loan investments, 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; and (c) 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 second quarter 2021. While the impacts of COVID-19 are continuing, and particularly so the Delta variant, 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. The Company is continuing to monitor the spread and impact of the Delta variant of COVID-19 as well as vaccination rates in its markets.

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 June 30,

(In thousands, except per-share figures)

 

2021

 

2020

Revenues:

 

 

 

 

Rental and other property revenues

 

$

105,161

 

 

$

111,574

 

Interest income on loans and notes receivable

 

12,814

 

 

10,407

 

Interest income from related parties

 

410

 

 

604

 

Miscellaneous revenues

 

321

 

 

395

 

 

 

 

 

 

Total revenues

 

118,706

 

 

122,980

 

 

 

 

 

 

Operating expenses:

 

 

 

 

Property operating and maintenance

 

15,580

 

 

17,283

 

Property salary and benefits

4,914

 

 

5,720

 

Property management costs

927

 

 

1,042

 

Real estate taxes and insurance

 

15,509

 

 

16,787

 

General and administrative

 

7,696

 

 

7,827

 

Equity compensation to directors and executives

925

 

 

246

 

Depreciation and amortization

 

44,732

 

 

51,793

 

Allowance for expected credit losses

 

(845)

 

 

482

 

Management Internalization expense

 

240

 

 

458

 

 

 

 

 

 

Total operating expenses

 

89,678

 

 

101,638

 

 

 

 

 

 

Operating income before loss from unconsolidated joint venture

 

29,028

 

 

21,342

 

Loss from unconsolidated joint venture

 

(175)

 

 

 

Operating income

 

28,853

 

 

21,342

 

Interest expense

 

27,296

 

 

31,136

 

Loss on extinguishment of debt

 

 

 

(6,156)

 

 

 

 

 

 

Net income (loss)

 

1,557

 

 

(15,950)

 

Net (income) loss attributable to non-controlling interests

(3)

 

 

266

 

 

 

 

 

 

Net income (loss) attributable to the Company

 

1,554

 

 

(15,684)

 

 

 

 

 

 

Dividends declared to preferred stockholders

 

(33,983)

 

 

(35,624)

 

Earnings attributable to unvested restricted stock

 

(138)

 

 

(11)

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(32,567)

 

 

$

(51,319)

 

 

 

 

 

 

Net loss per share of Common Stock available to

 

 

 

common stockholders, basic and diluted

 

$

(0.64)

 

 

$

(1.06)

 

 

 

 

 

 

Weighted average number of shares of Common Stock outstanding,

 

 

 

basic and diluted

 

50,518

 

 

48,220

 

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 June 30,

(In thousands, except per-share figures)

2021

 

2020

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders (See note 1)

$

(32,567)

 

 

$

(51,319)

 

 

 

 

 

 

 

 

 

Add:

Depreciation of real estate assets

35,977

 

 

40,996

 

 

Amortization of acquired intangible assets and deferred leasing costs

8,486

 

 

9,973

 

 

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

16

 

 

(249)

 

FFO attributable to common stockholders and unitholders

11,912

 

 

(599)

 

 

 

 

 

 

 

 

 

 

Acquisition and pursuit costs

1

 

 

132

 

 

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

482

 

 

528

 

 

Payment of costs related to property refinancing

118

 

 

6,863

 

 

Internalization costs (See note 4)

240

 

 

458

 

 

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

4,110

 

 

2,772

 

 

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

27

 

 

419

 

Core FFO attributable to common stockholders and unitholders (A)

16,890

 

 

10,573

 

 

 

 

 

 

 

Add:

Non-cash equity compensation to directors and executives

925

 

 

246

 

 

Amortization of loan closing costs (See note 7)

1,245

 

 

1,177

 

 

Depreciation/amortization of non-real estate assets

447

 

 

616

 

 

Net loan origination fees received (See note 8)

386

 

 

200

 

 

Deferred interest income received (See note 9)

1,569

 

 

 

 

Amortization of lease inducements (See note 10)

452

 

 

447

 

Less:

Amortization of purchase option termination revenues in excess of cash received (See note 11)

(227)

 

 

(435)

 

 

Non-cash loan interest income (See note 9)

(2,909)

 

 

(3,109)

 

 

Non-cash (income) expense for current expected credit losses (See note 6)

(1,256)

 

 

(122)

 

 

Cash paid for loan closing costs

(1,881)

 

 

 

 

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

(3,248)

 

 

(4,144)

 

 

Amortization of deferred revenues (See note 13)

(941)

 

 

(941)

 

 

Normally recurring capital expenditures (See note 14)

(2,977)

 

 

(2,124)

 

 

 

 

 

 

 

 

 

AFFO attributable to common stockholders and Unitholders

$

8,475

 

 

$

2,384

 

 

 

 

 

 

 

Common Stock dividends and distributions to Unitholders declared:

 

 

 

 

Common Stock dividends

$

9,259

 

 

$

8,624

 

 

Distributions to Unitholders (See note 2)

87

 

 

130

 

 

Total

 

 

 

$

9,346

 

 

$

8,754

 

 

 

 

 

 

 

 

 

Common Stock dividends and Unitholder distributions per share

 

$

0.175

 

 

$

0.175

 

 

 

 

 

 

 

 

 

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

$

0.23

 

 

$

(0.01)

 

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

$

0.33

 

 

$

0.22

 

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

$

0.17

 

 

$

0.05

 

 

 

 

 

Weighted average shares of Common Stock and Units outstanding:

 

 

 

 

Basic:

 

 

 

 

 

 

 

Common Stock

 

50,518

 

 

48,220

 

 

Class A Units

 

535

 

 

759

 

 

Common Stock and Class A Units

 

51,053

 

 

48,979

 

 

 

 

 

 

 

 

 

 

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

51,579

 

48,980

 

 

 

 

 

 

 

 

 

Actual shares of Common Stock outstanding, including 704 and 548 unvested shares

 

 

 

of restricted Common Stock at June 30, 2021 and 2020, respectively.

52,432

 

 

49,831

 

Actual Class A Units outstanding at June 30, 2021 and 2020, respectively.

497

 

 

742

 

 

Total

 

 

 

52,929

 

 

50,573

 

 

 

 

 

 

 

 

 

(A)

Our Core FFO result for the three-month period ended June 30, 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.

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

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

 

 

 

 

 

Six months ended June 30,

(In thousands, except per-share figures)

 

 

2021

 

2020

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders (See note 1)

$

(69,176)

 

 

$

(260,771)

 

 

 

 

 

 

 

 

 

Add:

Depreciation of real estate assets

72,809

 

 

80,771

 

 

Amortization of acquired intangible assets and deferred leasing costs

17,196

 

 

18,955

 

 

Gain on sale of real estate

(798)

 

 

 

 

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

(17)

 

 

(3,343)

 

FFO attributable to common stockholders and unitholders

20,014

 

 

(164,388)

 

 

Acquisition and pursuit costs

5

 

 

378

 

 

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

906

 

 

1,206

 

 

Payment of costs related to property refinancing

118

 

 

6,863

 

 

Internalization costs (See note 4)

485

 

 

179,251

 

 

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

7,937

 

 

3,316

 

 

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

81

 

 

448

 

 

Earnest money forfeited by prospective asset purchaser

 

 

(2,750)

 

Core FFO attributable to common stockholders and unitholders (A)

29,546

 

 

24,324

 

 

 

 

 

 

 

Add:

Non-cash equity compensation to directors and executives

1,499

 

 

476

 

 

Amortization of loan closing costs (See note 7)

2,457

 

 

2,343

 

 

Depreciation/amortization of non-real estate assets

891

 

 

1,172

 

 

Net loan origination fees received (See note 8)

1,203

 

 

467

 

 

Deferred interest income received (See note 9)

4,486

 

 

8,277

 

 

Amortization of lease inducements (See note 10)

900

 

 

886

 

 

Earnest money forfeited by prospective asset purchaser

 

 

2,750

 

 

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

23

 

 

325

 

Less:

Non-cash loan interest income (See note 9)

(5,783)

 

 

(6,128)

 

 

Non-cash (income) expense for current expected credit losses (See note 6)

(1,139)

 

 

4,408

 

 

Cash paid for loan closing costs

(1,891)

 

 

 

 

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

(6,563)

 

 

(8,797)

 

 

Amortization of deferred revenues (See note 13)

(1,881)

 

 

(1,881)

 

 

Normally recurring capital expenditures (See note 14)

(6,330)

 

 

(3,542)

 

 

 

 

 

 

 

 

 

AFFO attributable to common stockholders and Unitholders

$

17,418

 

 

$

25,080

 

Common Stock dividends and distributions to Unitholders declared:

 

 

 

 

Common Stock dividends

$

18,250

 

 

$

21,115

 

 

Distributions to Unitholders (See note 2)

183

 

 

333

 

 

Total

 

 

 

$

18,433

 

 

$

21,448

 

 

 

 

 

 

 

 

 

Common Stock dividends and Unitholder distributions per share

 

$

0.35

 

 

$

0.4375

 

 

 

 

 

 

 

 

 

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

$

0.39

 

 

$

(3.39)

 

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

$

0.58

 

 

$

0.50

 

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

$

0.34

 

 

$

0.52

 

Weighted average shares of Common Stock and Units outstanding:

 

 

 

 

Basic:

 

 

 

 

 

 

 

Common Stock

 

50,277

 

 

47,674

 

 

Class A Units

 

 

 

572

 

 

793

 

 

Common Stock and Class A Units

50,849

 

 

48,467

 

 

 

 

 

 

 

 

 

 

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

51,271

 

48,474

 

 

 

 

 

 

 

 

 

Actual shares of Common Stock outstanding, including 704 and 548 unvested shares

 

 

 

of restricted Common Stock at June 30, 2021 and 2020, respectively.

52,432

 

 

49,831

 

Actual Class A Units outstanding at June 30, 2021 and 2020, respectively.

497

 

 

742

 

 

Total

 

 

 

52,929

 

 

50,573

 

(A)

Our Core FFO result for the three-month period ended June 30, 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 June 30, 2021 include activity for the properties acquired since June 30, 2020. Rental and other property revenues and expenses for the three-month and six-month periods ended June 30, 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 497,291 Class A Units as of June 30, 2021. Included in this total are 419,228 Class A Units which were granted as partial consideration to the seller in conjunction with theseller’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 1.05% and 1.55% for the three-month periods ended June 30, 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 June 30, 2021, aggregate unamortized loan coordination fees were approximately $10.9 million, which will be amortized over a weighted average remaining loan life of approximately 10.2 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 Core FFO in calculating AFFO.

 

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 June 30, 2021, unamortized loan costs on all the Company’s indebtedness were approximately $30.9 million, which will be amortized over a weighted average remaining loan life of approximately 8.5 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.

 

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 June 30, 2021, the balance of unamortized below-market lease intangibles was approximately $47.8 million, which will be recognized over a weighted average remaining lease period of approximately 8.4 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 $17,000 and $35,000 of recurring capitalized expenditures incurred at our corporate offices during the three-month and six-month periods ended June 30, 2021, respectively. 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)

 

 

June 30, 2021

 

December 31, 2020

Assets

 

 

 

 

Real estate

 

 

 

Land

 

$

611,966

 

 

$

605,282

 

Building and improvements

3,092,932

 

 

3,034,727

 

Tenant improvements

189,413

 

 

184,288

 

Furniture, fixtures, and equipment

319,328

 

 

306,725

 

Construction in progress

10,980

 

 

12,269

 

Gross real estate

4,224,619

 

 

4,143,291

 

Less: accumulated depreciation

(582,583)

 

 

(509,547)

 

Net real estate

3,642,036

 

 

3,633,744

 

Real estate loan investments, net

269,862

 

 

279,895

 

Total real estate and real estate loan investments, net

3,911,898

 

 

3,913,639

 

 

 

 

 

 

Cash and cash equivalents

37,105

 

 

28,657

 

Restricted cash

53,679

 

 

47,059

 

Notes receivable

2,977

 

 

1,863

 

Note receivable and revolving line of credit due from related party

9,011

 

 

9,011

 

Accrued interest receivable on real estate loans

23,183

 

 

22,528

 

Acquired intangible assets, net of amortization

110,656

 

 

127,138

 

Tenant lease inducements, net

17,352

 

 

18,206

 

Investment in unconsolidated joint venture

 

6,288

 

 

6,657

 

Tenant receivables and other assets

98,050

 

 

106,321

 

 

 

 

 

 

Total assets

$

4,270,199

 

 

$

4,281,079

 

 

 

 

 

 

Liabilities and equity

 

 

 

Liabilities

 

 

 

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

$

2,636,752

 

 

$

2,594,464

 

Revolving line of credit

56,500

 

 

22,000

 

Unearned purchase option termination fees

246

 

 

723

 

Deferred revenue

34,130

 

 

36,010

 

Accounts payable and accrued expenses

47,216

 

 

41,912

 

Deferred liability to Former Manager

23,675

 

 

23,335

 

Contingent liability due to Former Manager

14,725

 

 

14,814

 

Accrued interest payable

7,825

 

 

7,877

 

Dividends and partnership distributions payable

20,811

 

 

20,137

 

Acquired below market lease intangibles, net of amortization

47,820

 

 

51,934

 

Prepaid rent, security deposits and other liabilities

30,119

 

 

29,425

 

Total liabilities

2,919,819

 

 

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; 1,647 and 1,735 shares outstanding at June 30, 2021 and December 31, 2020, respectively

16

 

 

17

 

Series A1 Redeemable Preferred Stock, $0.01 par value per share; up to 1,000 shares authorized; 218 and 149 shares issued and 217 and 149 shares outstanding at June 30, 2021 and December 31, 2020, respectively

2

 

 

1

 

Series M Redeemable Preferred Stock, $0.01 par value per share; 500 shares authorized; 106 shares issued; 86 and 89 shares outstanding at June 30, 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; 26 and 19 shares issued; 25 and 19 shares outstanding at June 30, 2021 and December 31, 2020, respectively

 

 

 

Common Stock, $0.01 par value per share; 400,067 shares authorized; 51,728 and 49,994 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

517

 

 

500

 

Additional paid-in capital

 

1,543,665

 

 

1,631,646

 

Accumulated (deficit) earnings

 

(193,539)

 

 

(192,446)

 

Total stockholders’ equity

1,350,662

 

 

1,439,719

 

Non-controlling interest

 

(282)

 

 

(1,271)

 

Total equity

 

1,350,380

 

 

1,438,448

 

 

 

 

 

 

Total liabilities and equity

 

$

4,270,199

 

 

$

4,281,079

 

Preferred Apartment Communities, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

Six months ended June 30,

(In thousands)

2021

 

2020

Operating activities:

 

 

 

Net loss

$

(1,152)

 

 

$

(195,473)

 

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

 

 

 

Depreciation and amortization expense

90,559

 

 

101,302

 

Amortization of above and below market leases

(2,871)

 

 

(3,570)

 

Amortization of deferred revenues and other non-cash revenues

(2,545)

 

 

(2,482)

 

Amortization of purchase option termination fees

(4,440)

 

 

(4,475)

 

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

2,809

 

 

1,781

 

Deferred loan cost amortization

3,307

 

 

3,424

 

Non-cash accrued interest income on real estate loan investments

(5,585)

 

 

(6,156)

 

Receipt of accrued interest income on real estate loan investments

4,930

 

 

8,865

 

Gains on sale of real estate and land, net

(798)

 

 

(479)

 

Loss from unconsolidated joint venture

369

 

 

 

Cash received for purchase option terminations

4,463

 

 

4,800

 

Loss on extinguishment of debt

 

 

6,156

 

(Decrease) increase in allowance for expected credit losses

(323)

 

 

5,615

 

Changes in operating assets and liabilities:

 

 

 

Decrease (increase) in tenant receivables and other assets

3,710

 

 

(12,112)

 

(Increase) in tenant lease incentives

(45)

 

 

(382)

 

Increase in accounts payable and accrued expenses

7,476

 

 

36,431

 

Increase in deferred liability to Former Manager

 

 

22,851

 

Increase in contingent liability

 

 

15,004

 

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

2,047

 

 

(2,234)

 

Net cash provided by (used in) operating activities

101,911

 

 

(21,134)

 

 

 

 

 

Investing activities:

 

 

 

Investments in real estate loans

(30,825)

 

 

(24,547)

 

Repayments of real estate loans

41,435

 

 

53,896

 

Notes receivable issued

(1,257)

 

 

(686)

 

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

1,203

 

 

467

 

Acquisition of properties

(66,772)

 

 

(185,970)

 

Disposition of properties

4,798

 

 

 

Proceeds from land sales

259

 

 

738

 

Investment in property development

 

 

(50)

 

Capital improvements to real estate assets

(18,278)

 

 

(26,422)

 

Deposits paid on acquisitions

(1,558)

 

 

(105)

 

Net cash used in investing activities

(70,852)

 

 

(177,716)

 

 

 

 

 

Preferred Apartment Communities, Inc.

Consolidated Statements of Cash Flows – continued

(Unaudited)

 

 

 

 

 

Six months ended June 30,

(In thousands)

2021

 

2020

 

 

 

 

Financing activities:

 

 

 

Proceeds from mortgage notes payable

60,293

 

 

336,849

 

Repayments of mortgage notes payable

(20,572)

 

 

(134,493)

 

Payments for deposits and other mortgage loan costs

(2,411)

 

 

(10,541)

 

Payments for mortgage prepayment costs

 

 

(5,919)

 

Proceeds from lines of credit

225,000

 

 

284,000

 

Payments on lines of credit

(190,500)

 

 

(191,500)

 

Repayment of Term Loan

 

 

(70,000)

 

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

68,283

 

 

120,497

 

Proceeds from exercises of Warrants

 

 

29

 

Payments for redemptions of preferred stock

(83,256)

 

 

(48,202)

 

Proceeds from sales of common stock

14,879

 

 

 

Common Stock dividends paid

(17,736)

 

 

(24,647)

 

Preferred stock dividends and Class A Unit distributions paid

(67,870)

 

 

(68,538)

 

Payments for deferred offering costs

(2,001)

 

 

(9,701)

 

(Distributions to) contributions from non-controlling interests

(100)

 

 

197

 

Net cash (used in) provided by financing activities

(15,991)

 

 

178,031

 

 

 

 

 

Net increase in cash, cash equivalents and restricted cash

15,068

 

 

(20,819)

 

Cash, cash equivalents and restricted cash, beginning of year

75,716

 

 

137,253

 

Cash, cash equivalents and restricted cash, end of period

$

90,784

 

 

$

116,434

 

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

 

 

 

 

 

June 30, 2021

 

December 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multifamily communities:

 

 

 

 

 

(in thousands)

 

 

Berryessa

 

San Jose, CA

 

2/13/2022

 

2/13/2023

 

$

137,616

 

 

$

132,103

 

 

$

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

 

 

5,050

 

 

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

 

 

7,338

 

 

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

 

 

4,828

 

 

4,626

 

 

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

 

 

2,568

 

 

2,461

 

 

8.5 / 3.5

Vintage Horizon West

 

Orlando, FL

 

10/11/2022

 

10/11/2024

 

10,900

 

 

9,412

 

 

9,019

 

 

8.5 / 5.5

Chestnut Farms

 

Charlotte, NC

 

2/28/2025

 

N/A

 

13,372

 

 

12,179

 

 

11,671

 

 

8.5 / 5.5

Vintage Jones Franklin

 

Raleigh, NC

 

11/14/2023

 

5/14/2025

 

10,000

 

 

8,608

 

 

7,904

 

 

8.5 / 5.5

Solis Cumming Town

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Center

 

Atlanta, GA

 

9/3/2024

 

9/3/2026

 

20,681

 

 

13,433

 

 

5,584

 

 

8.5 / 5.5

Hudson at Metro West

 

Orlando, FL

 

9/1/2024

 

3/1/2026

 

16,791

 

 

5,015

 

 

 

 

8.5 / 4.5

Oxford Club Drive

 

Atlanta, GA

 

3/30/2022

 

N/A

 

7,744

 

 

7,744

 

 

 

 

13

Populus at Pooler

 

Savannah, GA

 

5/27/2025

 

5/27/2026

 

15,907

 

 

 

 

 

 

8.5 / 4.25

Populus at Pooler Capital

 

Savannah, GA

 

5/27/2025

 

5/27/2026

 

1,169

 

 

 

 

 

 

8.5 / 4.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repaid multifamily communities:

 

 

 

 

 

 

 

 

 

 

 

 

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)

Vintage Destin

 

Destin, FL

 

N/A

 

N/A

 

N/A

 

 

 

9,736

 

 

(3)

Kennesaw Crossing

 

Atlanta, GA

 

N/A

 

N/A

 

N/A

 

 

 

13,025

 

 

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office property:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8West (5)

 

Atlanta, GA

 

11/29/2022

 

11/29/2024

 

19,193

 

 

12,735

 

 

11,858

 

 

8.5 / 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

332,671

 

 

279,546

 

 

290,156

 

 

 

Unamortized loan origination fees

 

 

 

(1,755)

 

 

(1,194)

 

 

 

Allowances for expected credit losses and doubtful accounts

 

(7,929)

 

 

(9,067)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

$

269,862

 

 

$

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.

(3) On June 1, 2021, we received approximately $13.8 million in full satisfaction of the principal and all interest due on the loan.

(4) On June 30, 2021, we received approximately $14.8 million in full satisfaction of the principal and all interest due on the loan.

(5) This loan was sold at par, plus accrued interest to date, to Highwoods Properties, an unrelated party, on July 29, 2021.

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 June 30, 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

 

 

 

 

 

 

 

 

Purchase options at discount to market:

 

 

 

 

 

 

 

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)

 

Hidden River II

Tampa, FL

 

204

 

 

S + 90 days (2)

 

S + 150 days (2)

 

 

 

 

 

 

 

 

 

 

Purchase options with no discount or rights of first offer:

 

 

 

 

 

Hudson at Metro West

Orlando, FL

 

320

 

 

S + 90 days (2)

 

S + 150 days (2)

 

Vintage Horizon West

Orlando, FL

 

340

 

 

(3)

 

(3)

 

Vintage Jones Franklin

Raleigh, NC

 

277

 

 

(3)

 

(3)

 

Club Drive

Atlanta, GA

 

352

 

 

(5)

 

(5)

 

Populus at Pooler

Savannah, GA

 

316

 

 

(6)

 

(6)

 

Cameron Square

Alexandria, VA

 

302

 

 

(4)

 

(4)

 

Solis Chestnut Farm

Charlotte, NC

 

256

 

 

(4)

 

(4)

 

Solis Cumming Town Center

Atlanta, GA

 

320

 

 

(4)

 

(4)

 

 

 

 

 

 

 

 

 

 

Office property

 

 

 

 

 

 

 

 

8West

Atlanta, GA

 

 

 

(7)

 

(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

3,566

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 option period begins upon the property’s achievement of 80% occupancy. If we are unable to reach an agreement on the property’s market value, we have a right of first offer.

 

(7) The real estate loan investment supporting the 8West office building and five of our office properties were sold to Highwoods Realty Limited Partnership, an unrelated party, on July 29, 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

 

$

83,288

 

2022

 

121,001

 

2023

 

116,768

 

2024

 

290,171

 

2025

 

58,234

 

2026

 

255,709

 

2027

 

280,530

 

2028

 

339,189

 

2029

 

322,040

 

2030

 

359,458

 

Thereafter

 

454,038

 

 

 

 

Totals

 

$

2,680,426

 

Future Principal Payments

The Company’s estimated future principal payments due on its debt instruments as of June 30, 2021 were:

Period

Future principal

payments

(in thousands)

2021 (1)

$

139,788

2022

 

121,001

2023

 

116,768

2024

 

290,171

2025

 

58,234

2026

 

255,709

2027

 

280,530

2028

 

339,189

2029

 

322,040

2030

 

359,458

Thereafter

 

454,038

 

 

Total

$

2,736,926

 

 

(1) Includes the principal amount due on our

revolving line of credit of $56.5 million as of

June 30, 2021.

Multifamily Communities

As of June 30, 2021, our multifamily community portfolio consisted of the following properties:

 

 

 

 

 

 

 

 

Three months ended

June 30, 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

 

 

98.1

%

 

$

1,451

 

Green Park

 

Atlanta, GA

 

310

 

 

985

 

 

96.7

%

 

$

1,530

 

Overton Rise

 

Atlanta, GA

 

294

 

 

1,018

 

 

95.4

%

 

$

1,603

 

Summit Crossing I

 

Atlanta, GA

 

345

 

 

1,034

 

 

98.1

%

 

$

1,301

 

Summit Crossing II

 

Atlanta, GA

 

140

 

 

1,100

 

 

98.1

%

 

$

1,401

 

The Reserve at Summit Crossing

 

Atlanta, GA

 

172

 

 

1,002

 

 

97.9

%

 

$

1,381

 

Avenues at Cypress

 

Houston, TX

 

240

 

 

1,170

 

 

96.3

%

 

$

1,488

 

Avenues at Northpointe

 

Houston, TX

 

280

 

 

1,167

 

 

96.8

%

 

$

1,429

 

Stone Creek

 

Houston, TX

 

246

 

 

852

 

 

96.9

%

 

$

1,185

 

Vineyards

 

Houston, TX

 

369

 

 

1,122

 

 

98.2

%

 

$

1,211

 

Aster at Lely Resort

 

Naples, FL

 

308

 

 

1,071

 

 

97.2

%

 

$

1,485

 

Sorrel

 

Jacksonville, FL

 

290

 

 

1,048

 

 

96.6

%

 

$

1,360

 

Lux at Sorrel

 

Jacksonville, FL

 

265

 

 

1,025

 

 

97.0

%

 

$

1,404

 

525 Avalon Park

 

Orlando, FL

 

487

 

 

1,394

 

 

96.9

%

 

$

1,526

 

Citi Lakes

 

Orlando, FL

 

346

 

 

984

 

 

96.1

%

 

$

1,457

 

Village at Baldwin Park

 

Orlando, FL

 

528

 

 

1,069

 

 

96.1

%

 

$

1,691

 

Luxe at Lakewood Ranch

 

Sarasota, FL

 

280

 

 

1,105

 

 

95.8

%

 

$

1,517

 

Venue at Lakewood Ranch

 

Sarasota, FL

 

237

 

 

1,001

 

 

97.5

%

 

$

1,564

 

Crosstown Walk

 

Tampa, FL

 

342

 

 

1,070

 

 

97.3

%

 

$

1,388

 

Overlook at Crosstown Walk

 

Tampa, FL

 

180

 

 

986

 

 

96.9

%

 

$

1,462

 

Citrus Village

 

Tampa, FL

 

296

 

 

980

 

 

96.3

%

 

$

1,397

 

Five Oaks at Westchase

 

Tampa, FL

 

218

 

 

983

 

 

97.4

%

 

$

1,552

 

Lodge at Hidden River

 

Tampa, FL

 

300

 

 

980

 

 

96.3

%

 

$

1,444

 

Lenox Village

 

Nashville, TN

 

273

 

 

906

 

 

96.7

%

 

$

1,319

 

Regent at Lenox

 

Nashville, TN

 

18

 

 

1,072

 

 

100.0

%

 

$

1,379

 

Retreat at Lenox

 

Nashville, TN

 

183

 

 

773

 

 

97.3

%

 

$

1,263

 

CityPark View

 

Charlotte, NC

 

284

 

 

948

 

 

95.5

%

 

$

1,168

 

CityPark View South

 

Charlotte, NC

 

200

 

 

1,005

 

 

95.8

%

 

$

1,290

 

Colony at Centerpointe

 

Richmond, VA

 

255

 

 

1,149

 

 

98.2

%

 

$

1,431

 

Founders Village

 

Williamsburg, VA

 

247

 

 

1,070

 

 

96.8

%

 

$

1,435

 

Retreat at Greystone

 

Birmingham, AL

 

312

 

 

1,100

 

 

97.1

%

 

$

1,419

 

Vestavia Reserve

 

Birmingham, AL

 

272

 

 

1,113

 

 

97.1

%

 

$

1,562

 

Adara Overland Park

 

Kansas City, KS

 

260

 

 

1,116

 

 

96.3

%

 

$

1,347

 

Claiborne Crossing

 

Louisville, KY

 

242

 

 

1,204

 

 

96.8

%

 

$

1,394

 

City Vista

 

Pittsburgh, PA

 

272

 

 

1,023

 

 

96.7

%

 

$

1,472

 

 

 

 

 

 

 

 

 

 

 

 

Total/Average Same-Store Communities

 

 

 

9,591

 

 

 

 

96.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Stabilized Communities:

 

 

 

 

 

 

 

 

 

 

Artisan at Viera

 

Melbourne, FL

 

259

 

 

1,070

 

 

95.9

%

 

$

1,703

 

The Menlo

 

Jacksonville, FL

 

332

 

 

966

 

 

95.6

%

 

$

1,517

 

The Blake

 

Orlando, FL

 

281

 

 

908

 

 

95.5

%

 

$

1,466

 

Parkside at the Beach

 

Panama City Beach, FL

 

288

 

 

1,041

 

 

98.3

%

 

$

1,444

 

Horizon at Wiregrass

 

Tampa, FL

 

392

 

 

973

 

 

97.8

%

 

$

1,539

 

 

 

 

 

 

 

 

 

 

 

 

Total/Average Stabilized Communities

 

 

 

1,552

 

 

 

 

96.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

The Ellison

 

Atlanta, GA

 

250

 

 

1,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total multifamily community units

 

 

 

11,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three-month period ended June 30, 2021, our average same-store multifamily communities’ physical occupancy was 96.9%. 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 June 30, 2021, our average stabilized physical occupancy was 96.8%. 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 June 30, 2021 except The Ellison.

For the three-month period ended June 30, 2021, our average economic occupancy was 96.5%. 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 June 30, 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. 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 June 30, 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

$

183

 

 

$

16.37

 

 

$

 

 

$

 

 

$

183

 

 

$

16.37

 

Carpets

 

 

489

 

 

43.86

 

 

 

 

 

 

489

 

 

43.86

 

Wood / vinyl flooring

66

 

 

5.94

 

 

158

 

 

14.20

 

 

224

 

 

20.14

 

Mini blinds and ceiling fans

30

 

 

2.74

 

 

 

 

 

 

30

 

 

2.74

 

Fire safety

 

 

 

 

78

 

 

6.99

 

 

78

 

 

6.99

 

HVAC

 

220

 

 

19.76

 

 

 

 

 

 

220

 

 

19.76

 

Computers, equipment, misc.

15

 

 

1.35

 

 

47

 

 

4.14

 

 

62

 

 

5.49

 

Elevators

 

 

 

 

10

 

 

0.92

 

 

10

 

 

0.92

 

Exterior painting and lighting

 

 

 

 

122

 

 

10.90

 

 

122

 

 

10.90

 

Leasing office and other common amenities

18

 

 

1.62

 

 

179

 

 

16.11

 

 

197

 

 

17.73

 

Major structural projects

 

 

 

 

295

 

 

26.51

 

 

295

 

 

26.51

 

Cabinets, countertops and unit upgrades

 

 

 

 

287

 

 

25.74

 

 

287

 

 

25.74

 

Landscaping and fencing

 

 

 

 

255

 

 

22.86

 

 

255

 

 

22.86

 

Parking lots and sidewalks

19

 

 

1.72

 

 

2

 

 

0.19

 

 

21

 

 

1.91

 

Signage and sanitation

 

 

 

 

6

 

 

0.57

 

 

6

 

 

0.57

 

Totals

 

 

$

1,040

 

 

$

93.36

 

 

$

1,439

 

 

$

129.13

 

 

$

2,479

 

 

$

222.49

 

Grocery-Anchored Shopping Center Portfolio

As of June 30, 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

 

 

100.0

%

 

Publix

Lakeland Plaza

Atlanta, GA

 

1990

 

301,711

 

 

95.3

%

 

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

 

 

94.5

%

 

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

 

 

95.0

%

 

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

 

 

100.0

%

 

Publix

Spring Hill Plaza

Nashville, TN

 

2005

 

66,693

 

 

100.0

%

 

Publix

Parkway Town Centre

Nashville, TN

 

2005

 

65,587

 

 

100.0

%

 

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

 

 

100.0

%

 

Publix

Neapolitan Way (2)

Naples, FL

 

1985

 

137,580

 

 

91.5

%

 

Publix

Berry Town Center

Orlando, FL

 

2003

 

99,441

 

 

84.0

%

 

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

 

 

96.1

%

 

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

 

 

87.0

%

 

Tom Thumb

Midway Market

Dallas, TX

 

2002

 

85,599

 

 

94.9

%

 

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

 

 

94.9

%

 

Walmart

Fairview Market

Greenville Spartanburg, SC

 

1998

 

46,303

 

 

97.0

%

 

Aldi

Brawley Commons

Charlotte, NC

 

1997

 

122,028

 

 

98.6

%

 

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

 

 

98.0

%

 

Giant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,922,612

 

 

95.8

%

 

 

Redevelopment properties:

 

 

 

 

 

 

 

 

 

Champions Village

Houston, TX

 

1973

 

383,346

 

 

67.6

%

 

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

 

 

81.7

%

 

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

 

 

72.7

%

 

 

Grand total/weighted average

 

 

 

 

6,208,278

 

 

91.1

%

 

 

(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 June 30, 2021, our grocery-anchored shopping center portfolio was 91.1% leased (95.8% 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 June 30, 2021 were:

 

 

Totals

 

 

Number

of leases

 

Leased

GLA

 

Percent of

leased GLA

 

 

 

 

 

 

 

Month to month

 

15

 

 

24,197

 

 

0.4

%

2021

 

70

 

 

219,502

 

 

3.9

%

2022

 

186

 

 

640,619

 

 

11.3

%

2023

 

145

 

 

642,239

 

 

11.4

%

2024

 

138

 

 

1,197,711

 

 

21.2

%

2025

 

126

 

 

981,446

 

 

17.4

%

2026

 

100

 

 

522,983

 

 

9.3

%

2027

 

31

 

 

200,704

 

 

3.6

%

2028

 

29

 

 

358,727

 

 

6.4

%

2029

 

25

 

 

151,566

 

 

2.7

%

2030

 

17

 

 

129,154

 

 

2.3

%

2031 +

 

33

 

 

579,718

 

 

10.1

%

 

 

 

 

 

 

 

Total

 

915

 

 

5,648,566

 

5648566

100.0

%

Our grocery-anchored shopping center portfolio contained the following anchor tenants as of June 30, 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

%

 

 

 

 

 

Our Quarterly Report on Form 10-Q for the period ended June 30, 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 second quarter 2021 totaled approximately $1.2 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 June 30, 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 (1)

 

Raleigh, NC

 

560,000

 

 

89

%

Capitol Towers(1)

 

Charlotte, NC

 

479,000

 

 

98

%

CAPTRUST Tower (1)

 

Raleigh, NC

 

300,000

 

 

97

%

Morrocroft Centre (1)

 

Charlotte, NC

 

291,000

 

 

98

%

Westridge at La Cantera

 

San Antonio, TX

 

258,000

 

 

100

%

Armour Yards

 

Atlanta, GA

 

187,000

 

 

97

%

Brookwood Center

 

Birmingham, AL

 

169,000

 

 

100

%

Galleria 75 (1)

 

Atlanta, GA

 

111,000

 

 

70

%

 

 

 

 

 

 

 

Total/Average

 

 

 

3,169,000

 

 

91

%

 

 

 

 

 

 

 

(1) Properties were sold to Highwoods Properties, an unrelated third party, on July 29, 2021

As of June 30, 2021, our 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

 

 

14.1

%

 

$

12,064

 

Albemarle (1)

162,000

 

 

6.9

%

 

5,870

 

CapFinancial (1)

105,000

 

 

4.4

%

 

3,767

 

USAA

129,000

 

 

3.8

%

 

3,276

 

Vericast

129,000

 

 

3.5

%

 

3,027

 

 

 

 

 

 

 

 

 

Total

1,018,000

 

 

32.7

%

 

$

28,004

 

 

 

 

 

 

 

 

 

(1) The properties leased to these tenants were sold to Highwoods Realty Limited Partnership, an unrelated third party, on July 29, 2021.

We define Annual Base Rent as the current monthly base rent annualized under the respective leases.

As of June 30, 2021, the leased square footage of our office building portfolio expires according to the following schedule:

 

 

 

 

Percent of

Year of lease expiration

 

Rented square

 

rented

 

feet

 

square feet

2021

 

39,000

 

 

1.4

%

2022

 

122,000

 

 

4.3

%

2023

 

134,000

 

 

4.7

%

2024

 

279,000

 

 

9.8

%

2025

 

270,000

 

 

9.5

%

2026

 

282,000

 

 

9.9

%

2027

 

328,000

 

 

11.5

%

2028

 

255,000

 

 

9.0

%

2029

 

57,000

 

 

2.0

%

2030

 

178,000

 

 

6.3

%

2031 +

 

896,000

 

 

31.6

%

 

 

 

 

 

Total

 

2,840,000

 

 

100.0

%

The Company recognized second-generation capital expenditures within its office building portfolio of approximately $714,000 during the second 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;
  • 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 related to our Revolving Line of Credit;
  • 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 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. 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 for multifamily communities. As of June 30, 2021, the Company owned or was invested in 117 properties in 13 states, predominantly in the Southeast region of the United States.

Paul Cullen

Executive Vice President-Investor Relations

Chief Marketing Officer

[email protected]

770-818-4144

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Residential Building & Real Estate Commercial Building & Real Estate Construction & Property REIT

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CF Industries Holdings, Inc. Announces Partial Redemption of Senior Notes Due 2023

CF Industries Holdings, Inc. Announces Partial Redemption of Senior Notes Due 2023

DEERFIELD, Ill.–(BUSINESS WIRE)–
CF Industries Holdings, Inc. (NYSE: CF) today announced that its wholly owned subsidiary CF Industries, Inc. has elected to redeem on September 10, 2021, $250,000,000 principal amount, representing one-third of the currently outstanding $750,000,000 principal amount, of its 3.450% Senior Notes due 2023 (the “Notes”), in accordance with the optional redemption provisions of the indenture governing the Notes. CF intends to use cash on hand to fund the redemption.

This press release does not constitute a notice of redemption. Beneficial owners of the Notes with any questions should contact the brokerage firm or financial institution through which they hold the Notes.

About CF Industries Holdings, Inc.

At CF Industries, our mission is to provide clean energy to feed and fuel the world sustainably. With our employees focused on safe and reliable operations, environmental stewardship, and disciplined capital and corporate management, we are on a path to decarbonize our ammonia production network – the world’s largest – to enable green and blue hydrogen and nitrogen products for energy, fertilizer, emissions abatement and other industrial activities. Our nine manufacturing complexes in the United States, Canada, and the United Kingdom, an unparalleled storage, transportation and distribution network in North America, and logistics capabilities enabling a global reach underpin our strategy to leverage our unique capabilities to accelerate the world’s transition to clean energy. CF Industries routinely posts investor announcements and additional information on the company’s website at www.cfindustries.com and encourages those interested in the company to check there frequently.

Safe Harbor Statement

All statements in this communication by CF Industries Holdings, Inc. (together with its subsidiaries, the “Company”), other than those relating to historical facts, are forward-looking statements. Forward-looking statements can generally be identified by their use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or “would” and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These statements may include, but are not limited to, statements about strategic plans and management’s expectations with respect to the production of green and blue (low-carbon) ammonia, the development of carbon capture and sequestration projects, the transition to and growth of a hydrogen economy, greenhouse gas reduction targets, projected capital expenditures, statements about future financial and operating results, and other items described in this communication.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, the cyclical nature of the Company’s business and the impact of global supply and demand on the Company’s selling prices; the global commodity nature of the Company’s fertilizer products, the conditions in the international market for nitrogen products, and the intense global competition from other producers; conditions in the United States, Europe and other agricultural areas; the volatility of natural gas prices in North America and Europe; weather conditions; the seasonality of the fertilizer business; the impact of changing market conditions on the Company’s forward sales programs; difficulties in securing the supply and delivery of raw materials, increases in their costs or delays or interruptions in their delivery; reliance on third party providers of transportation services and equipment; risks associated with cyber security; the Company’s reliance on a limited number of key facilities; acts of terrorism and regulations to combat terrorism; risks associated with international operations; the significant risks and hazards involved in producing and handling the Company’s products against which the Company may not be fully insured; the Company’s ability to manage its indebtedness and any additional indebtedness that may be incurred; the Company’s ability to maintain compliance with covenants under its revolving credit agreement and the agreements governing its indebtedness; downgrades of the Company’s credit ratings; risks associated with changes in tax laws and disagreements with taxing authorities; risks involving derivatives and the effectiveness of the Company’s risk measurement and hedging activities; potential liabilities and expenditures related to environmental, health and safety laws and regulations and permitting requirements; regulatory restrictions and requirements related to greenhouse gas emissions; the development and growth of the market for green and blue (low-carbon) ammonia and the risks and uncertainties relating to the development and implementation of the Company’s green and blue (low-carbon) ammonia projects; risks associated with expansions of the Company’s business, including unanticipated adverse consequences and the significant resources that could be required; risks associated with the operation or management of the strategic venture with CHS (the “CHS Strategic Venture”), risks and uncertainties relating to the market prices of the fertilizer products that are the subject of the supply agreement with CHS over the life of the supply agreement, and the risk that any challenges related to the CHS Strategic Venture will harm the Company’s other business relationships; and the impact of the novel coronavirus disease 2019 (COVID-19) pandemic, including measures taken by governmental authorities to slow the spread of the virus, on our business and operations.

More detailed information about factors that may affect the Company’s performance and could cause actual results to differ materially from those in any forward-looking statements may be found in CF Industries Holdings, Inc.’s filings with the Securities and Exchange Commission, including CF Industries Holdings, Inc.’s most recent annual and quarterly reports on Form 10-K and Form 10-Q, which are available in the Investor Relations section of the Company’s web site. It is not possible to predict or identify all risks and uncertainties that might affect the accuracy of our forward-looking statements and, consequently, our descriptions of such risks and uncertainties should not be considered exhaustive. There is no guarantee that any of the events, plans or goals anticipated by these forward-looking statements will occur, and if any of the events do occur, there is no guarantee what effect they will have on our business, results of operations, cash flows, financial condition and future prospects. Forward-looking statements are given only as of the date of this communication and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media

Chris Close

Director, Corporate Communications

847-405-2542 – [email protected]

Investors

Martin Jarosick

Vice President, Investor Relations

847-405-2045 – [email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Natural Resources Alternative Energy Energy Other Natural Resources Other Energy

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Avalara Announces Proposed Offering of $850 Million of Convertible Senior Notes due 2026

Avalara Announces Proposed Offering of $850 Million of Convertible Senior Notes due 2026

SEATTLE–(BUSINESS WIRE)–
Avalara, Inc. (NYSE: AVLR) today announced that it intends to offer, subject to market and other conditions, $850 million aggregate principal amount of its convertible senior notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Avalara also intends to grant to the initial purchasers of the Notes a 13-day option to purchase up to an additional $127.5 million aggregate principal amount of the Notes.

Avalara expects to use a portion of the net proceeds from the Notes to pay the cost of the capped call transactions described below. Avalara intends to use the remainder of the net proceeds from the Notes for general corporate purposes, which will likely include funding acquisitions or investments in complementary businesses, products, services, technologies, or other assets, and may include continued investment in its sales and marketing efforts, product development, general and administrative matters, and working capital.

The Notes will be senior, unsecured obligations of Avalara, and will be convertible at the option of the holder of such notes upon satisfaction of certain conditions, and during certain periods. Interest will be payable semi-annually in arrears. Avalara will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. The interest rate, conversion rate, and other terms of the Notes will be determined by negotiations between Avalara and the initial purchasers of the Notes.

In connection with the pricing of the Notes, Avalara expects to enter into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and/or other financial institutions (the “Capped Call Counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Avalara’s common stock initially underlying the Notes. The capped call transactions are expected to offset the potential dilution to Avalara’s common stock as a result of any conversion of the Notes, with such reduction subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, Avalara expects to enter into additional capped call transactions with the Capped Call Counterparties.

Avalara expects that, in connection with establishing their initial hedges of the capped call transactions, the Capped Call Counterparties or their respective affiliates will enter into various derivative transactions with respect to Avalara’s common stock and/or purchase shares of Avalara’s common stock concurrently with, or shortly after, the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Avalara’s common stock or the Notes at that time.

In addition, Avalara expects that the Capped Call Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to Avalara’s common stock and/or purchasing or selling Avalara’s common stock or other securities of Avalara in secondary market transactions following the pricing of the Notes, and prior to the maturity of the Notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the Notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption, or early conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Avalara’s common stock or the Notes, which could affect the ability of holders of the Notes to convert such notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares and value of the consideration that holders of the Notes will receive upon conversion of the Notes.

In addition, if any such capped call transaction fails to become effective, whether or not this offering of the notes is completed, the Capped Call Counterparty party thereto may unwind its hedge positions with respect to Avalara’s common stock, which could adversely affect the value of Avalara’s common stock and, if the Notes have been issued, the value of the Notes.

This offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the Notes will be made only by means of a private offering memorandum. None of the Notes or any shares of Avalara’s common stock issuable upon conversion of the Notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or any sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

Forward-Looking Statements

This press release contains “forward-looking” statements that are based on information currently available to Avalara and Avalara’s current expectations and assumptions regarding capital market conditions, its business, the economy, and other future conditions. Forward-looking statements include all statements that are not historical facts, such as statements concerning Avalara’s offering of the Notes, the potential effects of the capped call transactions, and the intended use of the net proceeds of this offering, and can be identified by words such as “could,” “expect,” “intend,” “may,” “proposed,” “will,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual events to differ from Avalara’s plans. These risks include, but are not limited to, whether Avalara will consummate the offering of the Notes and the capped call transactions on the expected terms, or at all, market and other general economic conditions, whether Avalara will be able to satisfy the conditions required to close any sale of the Notes or the capped call transactions and the fact that Avalara’s management will have broad discretion in the use of the proceeds from any sale of the Notes, and other risks included in the section titled “Risk Factors” in Avalara’s filings and reports with the Securities and Exchange Commission (the “SEC”), including in Avalara’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 25, 2021. In addition, forward-looking statements contained in this press release are based on assumptions that Avalara believes to be reasonable as of this date. Except as required by law, Avalara assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations, or otherwise.

Investor Contact

Jennifer Gianola

Avalara

[email protected]

650-499-9837

Media Contact

Tommy Morgan

Avalara

[email protected]

540-448-7551

KEYWORDS: United States North America Washington

INDUSTRY KEYWORDS: Finance Accounting Professional Services Technology Software

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BrightSpire Capital, Inc. Announces Secondary Offering of 8,250,000 Shares of Class A Common Stock

BrightSpire Capital, Inc. Announces Secondary Offering of 8,250,000 Shares of Class A Common Stock

NEW YORK–(BUSINESS WIRE)–
BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) announced today that a selling stockholder affiliated with DigitalBridge Group, Inc. (“DigitalBridge”) has commenced a secondary offering of 8,250,000 shares of BrightSpire Capital’s Class A common stock. The selling stockholder intends to grant the underwriters a 30-day option to purchase up to 1,237,500 additional shares of the Company’s Class A common stock.

BrightSpire Capital is not offering any shares of Class A common stock in the offering and will not receive any proceeds from the sale of shares in this offering. In addition, none of BrightSpire Capital’s directors or officers are selling any shares of Class A common stock in this offering.

BofA Securities and J.P. Morgan are serving as underwriters and joint book-running managers for the offering.

The offering of these securities is being made pursuant to an effective shelf registration statement. This offering will be made only by means of a prospectus. A copy of the prospectus, when available, may be obtained from: BofA Securities, Attention: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, email: [email protected], and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BrightSpire Capital, Inc.

BrightSpire Capital, Inc. is internally managed and one of the largest publicly traded commercial real estate (CRE) credit REITs, focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties predominantly in the United States. CRE debt investments primarily consist of first mortgage loans, which we expect to be the primary investment strategy. BrightSpire Capital is organized as a Maryland corporation and taxed as a REIT for U.S. federal income tax purposes.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement. Additional information about these and other factors can be found in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as well as in BrightSpire Capital’s other filings with the U.S. Securities and Exchange Commission. Moreover, each of the factors referenced above are likely to also be impacted directly or indirectly by the ongoing impact of COVID-19 and investors are cautioned to interpret substantially all of such statements and risks as being heightened as a result of the ongoing impact of the COVID-19. Additional information about these and other factors can be found in BrightSpire Capital’s reports filed from time to time with the U.S. Securities and Exchange Commission.

BrightSpire Capital cautions its investors not to unduly rely on any forward-looking statements. The forward- looking statements speak only as of the date of this press release. BrightSpire Capital is under no duty to update any of these forward-looking statements after the date of this press release, nor to conform prior statements to actual results or revised expectations, and BrightSpire Capital does not intend to do so.

Investor Relations

BrightSpire Capital, Inc.

Addo Investor Relations

Lasse Glassen

310-829-5400

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property REIT

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Tenet Announces Leadership Transition

Tenet Announces Leadership Transition

Saum Sutaria appointed Chief Executive Officer; Ron Rittenmeyer remains Executive Chairman of Tenet

DALLAS–(BUSINESS WIRE)–
Tenet Healthcare Corporation (NYSE: THC) today announced the next step in its long-term leadership succession plan. Ron Rittenmeyer, who has served as CEO and Executive Chairman for nearly four years, will continue as Executive Chairman of the Company and the Board through 2022. Saum Sutaria, M.D., President and Chief Operating Officer of Tenet, will become Chief Executive Officer, effective September 1, 2021. He will continue to report to Rittenmeyer.

“When I joined Tenet as Executive Chairman and CEO almost four years ago, I had two major objectives,” said Rittenmeyer. “First, was the transformation of the business in terms of improving quality of care and service to build long-term, financial stability. Second, was to develop and execute a succession plan through the organization, enhancing our leadership at every level and identifying my replacement. During the past several years, Saum and I have worked closely together through extraordinary times including COVID, and at each step, he has continued to demonstrate excellent leadership in framing the right strategic and tactical pathway. Saum is always present for today but thinking about tomorrow, as evidenced by his impeccable track record in helping to deliver consistent and sustainable results. He has long been a leader in healthcare, and he also knows Tenet extremely well after nearly three years in top management roles. I have every confidence Saum will serve all company stakeholders well and with honor in this new capacity. Our partnership at the top of this organization will continue as we transition the work and further advance the transformation that is underway. This approach helps ensure consistency and an appropriate runway for us to finalize the changes we have successfully embedded into the Company.”

“Having a deep internal bench is a cornerstone of thoughtful succession planning and something Ron addressed immediately when stepping into the CEO role in late 2017,” said former Senator Bob Kerrey, Lead Director of the Board. “When Ron became CEO, he dug very deep to transform and drive the Company toward a healthier future. The Tenet of today is an entirely different organization with strong performance and a better business mix that speaks to all the changes in quality, talent and operations brought during the last four years. As part of this, Ron wanted to ensure there was always a bench of leaders who could serve the Company in the long term or even on a moment’s notice. Together with the Board, those efforts centered on recruiting and building leaders like Saum, whose vast knowledge and experience make him the ideal candidate to lead Tenet into its next phase of growth. This change follows a well thought-out and planned transition led by Ron and the Board. It is a testament to the leadership of both Ron and Saum in making this happen.”

Prior to joining Tenet, Sutaria worked for McKinsey & Company for 18 years. At McKinsey, he was a leader in the healthcare and private equity practices, serving clients on strategic, operational and financial issues. He received an M.D. from the University of California, San Diego and completed post graduate training at the University of California at San Francisco, where he previously held an associate clinical faculty position. He received a BS in molecular and cellular biology and a BA in economics, both from the University of California, Berkeley. He joined Tenet in January 2019 as Chief Operating Officer, was promoted to President later that year and appointed to the Board in 2020.

Sutaria commented, “I am honored to serve as CEO and continue our work in building a truly unique and diversified healthcare enterprise. Tenet is a remarkable company with a mission that embraces the many different dimensions of healthcare that we are always striving to improve. The company has a deep commitment to our communities that we serve with integrity, value strong partnerships with our physicians, ensure compliance and deliver the quality that sets us apart from others. I look forward to continuing to work alongside Ron, our leadership teams and our incredible caregivers and staff on the opportunities ahead.”

About Tenet Healthcare

Tenet Healthcare Corporation (NYSE: THC) is a diversified healthcare services company headquartered in Dallas with 102,000 employees. Through an expansive care network that includes United Surgical Partners International, we operate 60 hospitals and more than 460 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, imaging centers and other care sites and clinics. We also operate Conifer Health Solutions, which provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other clients. Across the Tenet enterprise, we are united by our mission to deliver quality, compassionate care in the communities we serve. For more information, please visit www.tenethealth.com.

Investor Contact

Regina Nethery

469-893-2387

[email protected]

Media Contact

Lesley Bogdanow

469-893-2640

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: General Health Hospitals Health

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QIAGEN and OncXerna Therapeutics Sign Licensing and Master Companion Diagnostic Agreements

QIAGEN and OncXerna Therapeutics Sign Licensing and Master Companion Diagnostic Agreements

  • QIAGEN and OncXerna enter into a global master agreement to advance the development of the Xerna™ TME panel as a potential Next Generation Sequencing (NGS) companion diagnostic for OncXerna’s Navicixizumab
  • Agreements include a non-exclusive license for QIAGEN to the OncXerna Xerna™ TME panel
  • The agreements broaden QIAGEN’s NGS companion diagnostics capabilities in immuno- oncology clinical development programs

HILDEN, Germany & WALTHAM, Mass. & GERMANTOWN, Md.–(BUSINESS WIRE)–
QIAGEN (NYSE:QGEN; Frankfurt Prime Standard: QIA) and OncXerna Therapeutics, Inc. (“OncXerna”), a precision medicine company using an innovative RNA-expression based biomarker platform to predict patient responses to its targeted oncology therapeutic candidates, today announced signing a master companion diagnostics (CDx) agreement to develop a NGS CDx for OncXerna’s product candidate, Navicixizumab, and a non-exclusive license to the Xerna™ TME panel.

QIAGEN and OncXerna have agreed to collaborate to advance the Xerna™ TME panel towards IVD (in-vitro diagnostic) regulatory approval as a NGS companion diagnostic for Navicixizumab, which is being developed by OncXerna as a treatment for patients with ovarian cancer. The diagnostic will be used to determine if patients with ovarian cancer whose dominant tumor biology is driven by angiogenesis are more likely to benefit from treatment with Navicixizumab.

The Xerna™ TME panel uses proprietary RNA-based gene expression data and a machine learning-based algorithm to classify patients based on the dominant biology of their cancer so that patients can be matched with therapies that directly address these biologies. Pursuant to the non-exclusive license, which is for research use only (“RUO”) and clinical development programs, OncXerna has granted QIAGEN the rights to integrate the Xerna™ TME panel into their NGS workflow solutions, which broadens QIAGEN’s NGS CDx custom panel development capabilities.

“We are very pleased to complete these agreements with QIAGEN, which we see as providing important external validation for the Xerna™ TME panel and our broader RNA-based biomarker platform,” stated Dr. Laura Benjamin, OncXerna Founder and CEO. “As an NGS industry-leader in precision medicine diagnostics with impressive global development, manufacturing and commercial capabilities, we believe QIAGEN is uniquely positioned to help advance the Xerna™ TME panel towards regulatory approval as an NGS companion diagnostic and, if approved, drive the panel’s adoption. Moreover, integration of the Xerna™ TME Panel into their workflow solutions could enable QIAGEN to provide a new RNA-based offering to strengthen their overall immune oncology solutions for biopharma customers.”

“We believe that the Xerna™ TME panel that we can now offer our customers will further enhance our strong portfolio in companion diagnostics. Through this agreement, we aim to foster additional NGS-based collaborations with pharmaceutical companies for the development of drug treatments for immune oncology and promote early clinical adoption of precision medicine diagnostics such as our therascreen portfolio and the Xerna™ TME panel,” said Jonathan Arnold, Vice President, Head of Oncology and Precision Diagnostics at QIAGEN. “We are also thrilled to have the master CDx agreement in place and look forward to working with OncXerna to develop an NGS companion diagnostic for Navicixizumab based on our extensive track record with the development of companion diagnostics for a variety of cancers.”

QIAGEN is a pioneer in Precision Medicine and the global leader in collaborations with pharmaceutical and biotechnology companies to co-develop companion diagnostics, which detect clinically relevant genetic abnormalities to provide insights that guide clinical decision-making in diseases such as cancer. QIAGEN has an unmatched depth and breadth of technologies from next-generation sequencing (NGS) to polymerase chain reaction (PCR) for companion diagnostic development. QIAGEN has ten PCR based companion diagnostic indications that are FDA approved, including therascreen EGFR for non-small cell lung cancer, therascreen KRAS for colorectal cancer, therascreen FGFR for urothelial cancer, therascreen PIK3CA for breast cancer based on tissue or plasma samples and the therascreen BRAF kit for colorectal cancer.

Currently, QIAGEN is working under master collaboration agreements with more than 25 companies to develop and commercialize companion diagnostic tests for their drug candidates – a deep pipeline of potential future products to advance Precision Medicine for the benefit of patients.

About OncXerna Therapeutics, its Xerna™ RNA-based Biomarker Platform, and Xerna™ TME Panel

OncXerna is a precision medicine company using an innovative RNA-expression based biomarker platform to predict patient responses to its targeted oncology therapeutic candidates. OncXerna is working to expand next-generation precision medicine to a larger group of cancer patients by leveraging the company’s Xerna™ platform to prospectively identify patients based on the dominant biology of their cancer. OncXerna’s approach pairs those patients with OncXerna’s clinical-stage therapeutic candidates and known mechanism of action that directly address these biologies, with the goal to substantially improve patient outcomes. The Xerna™ TME Panel uses proprietary RNA-based gene expression data and a machine learning-based algorithm to classify patients based on the interplay between angiogenic and immunogenic dominant biologies of the tumor microenvironment (TME), and has been developed as a clinical assay. The Xerna™ TME Panel is an investigational assay that has not been approved, and has not been demonstrated to be safe or effective for any use.

About Navicixizumab

Navicixizumab is an anti-DLL4/VEGF bispecific antibody product candidate that demonstrated antitumor activity in patients who were previously treated with Avastin® (bevacizumab) in a Phase 1b clinical trial. The U.S. Food and Drug Administration granted Fast Track designation to navicixizumab for the treatment of high-grade ovarian, primary peritoneal, or fallopian tube cancer in patients who have received at least three prior therapies and/or prior treatment with Avastin®. Navicixizumab is an investigational agent that has not been approved, and it has not been demonstrated to be safe or effective for any use, including for the treatment of advanced ovarian cancer.

About QIAGEN

QIAGEN N.V., a Netherlands-based holding company, is the leading global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to report relevant, actionable insights. Automation solutions tie these together in seamless and cost-effective workflows. QIAGEN provides solutions to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare) and Life Sciences (academia, pharma R&D and industrial applications, primarily forensics). As of June 30, 2021, QIAGEN employed approximately 5,900 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.com

Forward-Looking Statement

Certain statements contained in this press release may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. To the extent that any of the statements contained herein relating to QIAGEN’s products, including those products used in the response to the COVID-19 pandemic, timing for launch and development, marketing and/or regulatory approvals, financial and operational outlook, growth and expansion, collaborations markets, strategy or operating results, including without limitation its expected adjusted net sales and adjusted diluted earnings results, are forward-looking, such statements are based on current expectations and assumptions that involve a number of uncertainties and risks. Such uncertainties and risks include, but are not limited to, risks associated with management of growth and international operations (including the effects of currency fluctuations, regulatory processes and dependence on logistics), variability of operating results and allocations between customer classes, the commercial development of markets for our products to customers in academia, pharma, applied testing and molecular diagnostics; changing relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN’s products (including fluctuations due to general economic conditions, the level and timing of customers’ funding, budgets and other factors); our ability to obtain regulatory approval of our products; difficulties in successfully adapting QIAGEN’s products to integrated solutions and producing such products; the ability of QIAGEN to identify and develop new products and to differentiate and protect our products from competitors’ products; market acceptance of QIAGEN’s new products and the integration of acquired technologies and businesses; actions of governments, global or regional economic developments, weather or transportation delays, natural disasters, political or public health crises, including the breadth and duration of the COVID-19 pandemic and its impact on the demand for our products and other aspects of our business, or other force majeure events; as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected; and the other factors discussed under the heading “Risk Factors” contained in Item 3 of our most recent Annual Report on Form 20-F. For further information, please refer to the discussions in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission.

Source: QIAGEN N.V.

Category: Corporate

QIAGEN

Investor Relations

John Gilardi, +49 2103 29 11711

Phoebe Loh, +49 2103 29 11457

e-mail: [email protected]

Public Relations

Thomas Theuringer, +49 2103 29 11826

Robert Reitze, +49 2103 29 11676

e-mail: [email protected]

OncXerna

Ashley R. Robinson

LifeSci Partners, LLC

[email protected]

KEYWORDS: Germany Europe United States North America Massachusetts Maryland

INDUSTRY KEYWORDS: Software Biotechnology Pharmaceutical Oncology Health Technology Genetics Other Technology

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Cloudflare, Inc. Announces Proposed Private Offering of $1 Billion of Convertible Senior Notes Due 2026

Cloudflare, Inc. Announces Proposed Private Offering of $1 Billion of Convertible Senior Notes Due 2026

SAN FRANCISCO–(BUSINESS WIRE)–
Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $1 billion aggregate principal amount of Convertible Senior Notes due 2026 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Cloudflare also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $150 million aggregate principal amount of the notes.

The notes will be senior, unsecured obligations of Cloudflare, and will bear interest payable semi-annually in arrears. The notes will be convertible into cash, shares of Cloudflare’s Class A common stock, or a combination thereof, at Cloudflare’s election. The interest rate, conversion rate, and other terms of the notes are to be determined upon pricing of the offering.

In connection with the pricing of the notes, Cloudflare expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to Cloudflare’s Class A common stock upon any conversion of the notes and/or offset any cash payments Cloudflare is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

Cloudflare has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Cloudflare’s Class A common stock and/or enter into various derivative transactions with respect to the Class A common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cloudflare’s Class A common stock or the notes at that time. In addition, Cloudflare expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Class A common stock and/or by purchasing or selling shares of the Class A common stock or other securities of Cloudflare in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any conversion, repurchase, or redemption of the notes, to the extent Cloudflare exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Class A common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following a conversion or during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes.

Cloudflare intends to use a portion of the net proceeds of the offering of the notes to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Cloudflare expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions. Cloudflare also intends to use a portion of the net proceeds from the offering for the Notes Exchange described below. Cloudflare intends to use the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions.

Contemporaneously with the pricing of the offering, Cloudflare intends to enter into privately negotiated transactions with certain holders of its 0.75% Convertible Senior Notes Due 2025 (the “2025 Notes”) to exchange up to $400.0 million in aggregate principal amount of the 2025 Notes for cash, representing the principal amount exchanged and accrued and unpaid interest thereon, and shares of its Class A common stock, representing the exchange value in excess thereof (the “Notes Exchange”). Cloudflare expects that holders of 2025 Notes that exchange their 2025 Notes as described above may enter into or unwind various derivatives with respect to its Class A common stock (including entering into derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase or sell shares of its Class A common stock concurrently with or shortly after the pricing of the notes.

The notes will only be offered to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Cloudflare’s Class A common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

Investor Relations Information

Jayson Noland

[email protected]

Press Contact Information

Daniella Vallurupalli

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Software Technology Internet Data Management

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