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Name | Symbol | Market | Type |
---|---|---|---|
ASYMmetric ETFs Trust Smart Income | NYSE:MORE | NYSE | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.99 | 0 | 01:00:00 |
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Maryland
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20-5383745
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(State or other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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FINANCIAL INFORMATION
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September 30,
2016 |
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December 31,
2015 |
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Assets
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Real estate
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Land
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$
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504,479
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$
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497,360
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Buildings and improvements
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2,767,898
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2,627,693
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Gross operating real estate
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3,272,377
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3,125,053
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Less accumulated depreciation
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(440,894
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)
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(357,036
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)
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Net operating real estate
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2,831,483
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2,768,017
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Construction in progress, including land
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212,486
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333,153
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Total real estate, net
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3,043,969
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3,101,170
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Cash and cash equivalents
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65,470
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83,727
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Intangibles, net
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17,244
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18,066
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Other assets, net
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64,093
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64,993
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Total assets
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$
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3,190,776
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$
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3,267,956
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Liabilities and equity
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Liabilities
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Mortgages and notes payable, net
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$
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1,520,008
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$
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1,461,349
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Credit facilities payable, net
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7,622
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45,495
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Construction costs payable
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24,828
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36,975
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Accounts payable and other liabilities
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36,784
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28,922
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Deferred revenues and other gains
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22,343
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19,451
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Distributions payable
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12,602
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12,494
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Tenant security deposits
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6,335
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5,616
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Total liabilities
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1,630,522
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1,610,302
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Commitments and contingencies
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Redeemable noncontrolling interests
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29,073
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29,073
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Equity
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Preferred stock, $0.0001 par value per share; 125,000,000 shares authorized as of September 30, 2016 and December 31, 2015, respectively:
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7.0% Series A non-participating, voting, cumulative, convertible preferred stock, liquidation preference $10 per share, 10,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015
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—
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—
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Common stock, $0.0001 par value per share; 875,000,000 shares authorized, 166,835,631 and 166,611,549 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
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17
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17
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Additional paid-in capital
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1,438,450
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1,436,254
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Cumulative distributions and net income (loss)
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(320,137
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)
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(269,523
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)
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Total equity attributable to common stockholders
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1,118,330
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1,166,748
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Non-redeemable noncontrolling interests
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412,851
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461,833
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Total equity
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1,531,181
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1,628,581
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Total liabilities and equity
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$
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3,190,776
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$
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3,267,956
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For the Three Months Ended
September 30, |
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For the Nine Months Ended
September 30, |
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2016
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2015
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2016
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2015
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Rental revenues
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$
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72,181
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$
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59,191
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$
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206,279
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$
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174,939
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Expenses
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Property operating expenses
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21,311
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16,874
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60,518
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48,828
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Real estate taxes
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11,866
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8,328
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33,105
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25,696
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General and administrative expenses
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5,248
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5,199
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19,111
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14,683
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Acquisition, investment and development expenses
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54
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730
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432
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4,496
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Interest expense
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11,192
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8,196
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32,621
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20,866
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Amortization of deferred financing costs
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1,492
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1,087
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4,582
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2,864
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Depreciation and amortization
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31,197
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24,904
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92,251
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74,587
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Total expenses
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82,360
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65,318
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242,620
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192,020
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Interest income
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2,068
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2,596
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5,526
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7,956
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Loss on early extinguishment of debt
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(31
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)
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—
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(31
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)
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—
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Equity in income of investment in unconsolidated real estate joint venture
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—
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—
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—
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250
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Other income (expense)
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(12
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)
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34
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(295
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)
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72
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Loss from continuing operations before gains on sales of real estate
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(8,154
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)
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(3,497
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)
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(31,141
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)
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(8,803
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)
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Gains on sales of real estate
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17,510
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34,373
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17,510
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82,975
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Net income (loss)
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9,356
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30,876
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(13,631
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)
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74,172
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Net (income) loss attributable to non-redeemable noncontrolling interests
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(4,902
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)
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488
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563
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5,558
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||||
Net income (loss) available to the Company
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4,454
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31,364
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(13,068
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)
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79,730
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||||
Dividends to preferred stockholders
|
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(2
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)
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(2
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)
|
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(5
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)
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(5
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)
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Net income (loss) attributable to common stockholders
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$
|
4,452
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$
|
31,362
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$
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(13,073
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)
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$
|
79,725
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||||||||
Weighted average number of common shares outstanding - basic
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166,876
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166,563
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166,807
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166,538
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Weighted average number of common shares outstanding - diluted
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167,649
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167,260
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166,807
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167,191
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||||||||
Basic and diluted earnings (loss) per common share
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$
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0.03
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$
|
0.19
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$
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(0.08
|
)
|
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$
|
0.48
|
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|
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||||||||
Distributions declared per common share
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$
|
0.075
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$
|
0.075
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$
|
0.225
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$
|
0.225
|
|
|
|
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Cumulative
Distributions and Net
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|
||||||||||||||
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Preferred Stock
|
|
Common Stock
|
|
Additional
|
|
|
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Income (Loss)
|
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|
||||||||||||||||||
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Number
|
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Par
|
|
Number
|
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Par
|
|
Paid-in
|
|
Noncontrolling
|
|
available to
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Total
|
||||||||||||||
|
|
of Shares
|
|
Value
|
|
of Shares
|
|
Value
|
|
Capital
|
|
Interests
|
|
the Company
|
|
Equity
|
||||||||||||||
Balance at January 1, 2015
|
|
10
|
|
|
$
|
—
|
|
|
166,468
|
|
|
$
|
17
|
|
|
$
|
1,492,799
|
|
|
$
|
540,747
|
|
|
$
|
(293,350
|
)
|
|
$
|
1,740,213
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,558
|
)
|
|
79,730
|
|
|
74,172
|
|
||||||
Acquisition of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,287
|
)
|
|
(60,641
|
)
|
|
—
|
|
|
(119,928
|
)
|
||||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,087
|
|
|
—
|
|
|
32,087
|
|
||||||
Issuance of common and restricted shares, net
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
||||||
Amortization of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,714
|
|
|
—
|
|
|
—
|
|
|
1,714
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|
||||||
Distributions:
|
|
|
|
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|
|
|
|
|
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|
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|
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||||||
Common stock - regular
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,466
|
)
|
|
(37,466
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,955
|
)
|
|
—
|
|
|
(41,955
|
)
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Balance at September 30, 2015
|
|
10
|
|
|
$
|
—
|
|
|
166,516
|
|
|
$
|
17
|
|
|
$
|
1,435,107
|
|
|
$
|
464,680
|
|
|
$
|
(251,091
|
)
|
|
$
|
1,648,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2016
|
|
10
|
|
|
$
|
—
|
|
|
166,612
|
|
|
$
|
17
|
|
|
$
|
1,436,254
|
|
|
$
|
461,833
|
|
|
$
|
(269,523
|
)
|
|
$
|
1,628,581
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
(13,068
|
)
|
|
(13,631
|
)
|
||||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,183
|
|
|
—
|
|
|
6,183
|
|
||||||
Issuance of common and restricted shares, net
|
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
(341
|
)
|
|
—
|
|
|
—
|
|
|
(341
|
)
|
||||||
Amortization of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,537
|
|
|
—
|
|
|
—
|
|
|
2,537
|
|
||||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock - regular
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,530
|
)
|
|
(37,530
|
)
|
||||||
Other related to stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,602
|
)
|
|
—
|
|
|
(54,602
|
)
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Balance at September 30, 2016
|
|
10
|
|
|
$
|
—
|
|
|
166,836
|
|
|
$
|
17
|
|
|
$
|
1,438,450
|
|
|
$
|
412,851
|
|
|
$
|
(320,137
|
)
|
|
$
|
1,531,181
|
|
|
|
For the Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
(13,631
|
)
|
|
$
|
74,172
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Gains on sales of real estate
|
|
(17,510
|
)
|
|
(82,975
|
)
|
||
Loss on early extinguishment of debt
|
|
31
|
|
|
—
|
|
||
Impairment related to development
|
|
—
|
|
|
3,128
|
|
||
Depreciation
|
|
91,394
|
|
|
71,390
|
|
||
Amortization of deferred financing costs and debt premium/discount
|
|
3,066
|
|
|
1,368
|
|
||
Amortization of intangibles
|
|
821
|
|
|
3,141
|
|
||
Amortization of deferred revenues
|
|
(1,092
|
)
|
|
(1,102
|
)
|
||
Amortization of stock-based compensation
|
|
2,537
|
|
|
1,714
|
|
||
Equity in income of investment in unconsolidated real estate joint venture
|
|
—
|
|
|
(250
|
)
|
||
Distributions received from investment in unconsolidated real estate joint venture
|
|
—
|
|
|
242
|
|
||
Other, net
|
|
(98
|
)
|
|
803
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts payable and other liabilities
|
|
11,178
|
|
|
4,793
|
|
||
Other assets
|
|
1,298
|
|
|
(5,010
|
)
|
||
Cash provided by operating activities
|
|
77,994
|
|
|
71,414
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Additions to real estate:
|
|
|
|
|
|
|
||
Acquisitions of real estate
|
|
—
|
|
|
(165,241
|
)
|
||
Additions to existing real estate
|
|
(7,142
|
)
|
|
(6,475
|
)
|
||
Construction in progress, including land
|
|
(82,511
|
)
|
|
(276,649
|
)
|
||
Proceeds from sale of real estate, net
|
|
65,024
|
|
|
250,311
|
|
||
Acquisitions of noncontrolling interests
|
|
—
|
|
|
(120,018
|
)
|
||
Advances on notes receivable
|
|
(17,294
|
)
|
|
(4,328
|
)
|
||
Collection on notes receivable
|
|
15,267
|
|
|
14,133
|
|
||
Tax like-kind exchange escrow deposits
|
|
624
|
|
|
(212,106
|
)
|
||
Tax like-kind exchange escrow disbursements
|
|
—
|
|
|
165,752
|
|
||
Other escrow deposits
|
|
(523
|
)
|
|
(4,338
|
)
|
||
Other, net
|
|
93
|
|
|
(97
|
)
|
||
Cash used in investing activities
|
|
(26,462
|
)
|
|
(359,056
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Mortgage and notes payable proceeds
|
|
191,499
|
|
|
334,948
|
|
||
Mortgage and notes payable principal payments
|
|
(136,091
|
)
|
|
(82,350
|
)
|
||
Proceeds from credit facilities
|
|
36,000
|
|
|
292,000
|
|
||
Credit facilities payments
|
|
(75,000
|
)
|
|
(247,438
|
)
|
||
Contributions from noncontrolling interests
|
|
6,183
|
|
|
32,087
|
|
||
Distributions paid on common stock - regular
|
|
(37,522
|
)
|
|
(37,461
|
)
|
||
Distributions paid to noncontrolling interests
|
|
(54,514
|
)
|
|
(41,872
|
)
|
||
Dividends paid on preferred stock
|
|
(3
|
)
|
|
(3
|
)
|
||
Other, net
|
|
(341
|
)
|
|
(119
|
)
|
||
Cash (used in) provided by financing activities
|
|
(69,789
|
)
|
|
249,792
|
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(18,257
|
)
|
|
(37,850
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
83,727
|
|
|
116,407
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
65,470
|
|
|
$
|
78,557
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||
Co-Investment Structure
|
|
Number of Multifamily Communities
|
|
Our Effective
Ownership |
|
Number of Multifamily Communities
|
|
Our Effective
Ownership
|
||
PGGM CO-JVs (a)
|
|
21
|
|
|
50% to 70%
|
|
23
|
|
|
50% to 70%
|
MW CO-JVs
|
|
14
|
|
|
55%
|
|
14
|
|
|
55%
|
Developer CO-JVs
|
|
2
|
|
|
100%
|
|
2
|
|
|
100%
|
Total
|
|
37
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
As of
September 30, 2016
and
December 31, 2015
, the PGGM CO-JVs include Developer Partners in
18
multifamily communities.
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
|
Buildings
|
|
Intangibles
|
|
Buildings
|
|
Intangibles
|
||||||||||||||||
|
|
and
|
|
In-Place
|
|
Other
|
|
and
|
|
In-Place
|
|
Other
|
||||||||||||
|
|
Improvements
|
|
Leases
|
|
Contractual
|
|
Improvements
|
|
Leases
|
|
Contractual
|
||||||||||||
Cost
|
|
$
|
2,767.9
|
|
|
$
|
35.6
|
|
|
$
|
24.2
|
|
|
$
|
2,627.7
|
|
|
$
|
37.1
|
|
|
$
|
24.2
|
|
Less: accumulated depreciation and amortization
|
|
(440.9
|
)
|
|
(33.6
|
)
|
|
(9.0
|
)
|
|
(357.0
|
)
|
|
(34.9
|
)
|
|
(8.3
|
)
|
||||||
Net
|
|
$
|
2,327.0
|
|
|
$
|
2.0
|
|
|
$
|
15.2
|
|
|
$
|
2,270.7
|
|
|
$
|
2.2
|
|
|
$
|
15.9
|
|
|
|
Anticipated Amortization
|
||
Year
|
|
of Intangibles
|
||
October through December 2016
|
|
$
|
0.3
|
|
2017
|
|
1.1
|
|
|
2018
|
|
0.5
|
|
|
2019
|
|
0.5
|
|
|
2020
|
|
0.5
|
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest
|
|
$
|
1.8
|
|
|
$
|
4.1
|
|
|
$
|
6.1
|
|
|
$
|
13.5
|
|
Real estate taxes
|
|
0.6
|
|
|
0.7
|
|
|
1.9
|
|
|
3.4
|
|
||||
Overhead
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
Date of Sale
|
|
Multifamily Community
|
|
Sales Contract Price
|
|
Net Cash Proceeds
|
|
Gains on Sales of Real Estate
|
||||||
For the Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
||||||||
August 2016
|
|
Renaissance, including land held for future development (a)
|
|
$
|
65.4
|
|
|
$
|
65.0
|
|
|
$
|
17.5
|
|
|
|
|
|
|
|
|
|
|
||||||
For the Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
||||||||
July 2015
|
|
Uptown Post Oak
|
|
$
|
90.1
|
|
|
$
|
88.3
|
|
|
$
|
34.4
|
|
June 2015
|
|
Burnham Pointe
|
|
126.0
|
|
|
123.6
|
|
|
48.6
|
|
|||
June 2015
|
|
Shady Grove (b)
|
|
38.5
|
|
|
38.4
|
|
|
—
|
|
|||
|
|
Total
|
|
$
|
254.6
|
|
|
$
|
250.3
|
|
|
$
|
83.0
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
All cash proceeds from the sale have been collected as of the date of sale. A portion of the reported gain on sale of real estate has been deferred, reducing the gain by
$2.0 million
, pending assignment of related development and construction agreements to the buyer and our release from these agreements.
|
(b)
|
In May 2015, we recorded an impairment of
$3.1 million
based on the Company’s decision to sell the development at an amount below the carrying value. The impairment, which was primarily due to certain costs capitalized for GAAP not expected to be recovered in a sale, is included in “acquisition, investment and development expenses” on the condensed consolidated statement of operations. In June 2015, we closed on the sale of the development to a group led by the applicable Developer Partner for net proceeds of
$38.4 million
, the development’s net carrying value at the date of sale.
|
|
|
For the Three Months Ended September 30,
|
|
For the Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income from multifamily communities sold
|
|
$
|
17.6
|
|
|
$
|
34.6
|
|
|
$
|
18.0
|
|
|
$
|
84.0
|
|
Less: net income attributable to noncontrolling interest
|
|
(7.9
|
)
|
|
(0.1
|
)
|
|
(8.1
|
)
|
|
(0.2
|
)
|
||||
Net income attributable to common stockholders
|
|
$
|
9.7
|
|
|
$
|
34.5
|
|
|
$
|
9.9
|
|
|
$
|
83.8
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Total assets
|
|
$
|
2,333.7
|
|
|
$
|
2,378.1
|
|
Net operating real estate
|
|
2,104.1
|
|
|
2,033.3
|
|
||
Construction in progress
|
|
177.1
|
|
|
287.9
|
|
||
|
|
|
|
|
||||
Mortgages and notes payable outstanding (a)
|
|
$
|
1,234.1
|
|
|
$
|
1,173.2
|
|
Plus: unamortized adjustments from business combinations
|
|
0.3
|
|
|
1.0
|
|
||
Less: deferred financing costs, net
|
|
(7.7
|
)
|
|
(9.5
|
)
|
||
Total mortgages and notes payable, net
|
|
$
|
1,226.7
|
|
|
$
|
1,164.7
|
|
|
|
|
|
|
|
(a)
|
Except as noted below, the lenders on the outstanding mortgages and notes payable have no recourse to us.
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Notes receivable, net (a)
|
|
$
|
39.0
|
|
|
$
|
36.5
|
|
Resident, tenant and other receivables
|
|
8.3
|
|
|
12.2
|
|
||
Escrows and restricted cash
|
|
9.1
|
|
|
8.7
|
|
||
Prepaid assets, deposits and other assets
|
|
7.7
|
|
|
7.6
|
|
||
Total other assets, net
|
|
$
|
64.1
|
|
|
$
|
65.0
|
|
|
(a)
|
Notes receivable include mezzanine loans, primarily related to multifamily development projects. As of
September 30, 2016
, the weighted average interest rate is
15.6%
and the weighted average remaining years to scheduled maturity is
1.2
years. The borrowers generally have options to prepay prior to maturity or to extend the maturity for
one
to
two
years.
|
|
|
|
|
|
|
As of September 30, 2016
|
||||||
|
|
September 30,
|
|
December 31,
|
|
Weighted Average
|
|
Maturity
|
||||
|
|
2016
|
|
2015
|
|
Interest Rates
|
|
Dates
|
||||
Company level
(a)
|
|
|
|
|
|
|
|
|
|
|
||
Fixed rate mortgages payable
|
|
$
|
293.8
|
|
|
$
|
297.3
|
|
|
3.88%
|
|
2018 to 2020
|
Total Company level
|
|
293.8
|
|
|
297.3
|
|
|
|
|
|
||
Co-Investment Venture level - consolidated
(b)
|
|
|
|
|
|
|
|
|
|
|
||
Fixed rate mortgages payable
|
|
637.6
|
|
|
631.6
|
|
|
3.27%
|
|
2017 to 2023
|
||
Variable rate mortgage payable
|
|
35.6
|
|
|
11.6
|
|
|
Monthly LIBOR +
1.94%
|
|
2017
|
||
Fixed rate construction loans payable:
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
—
|
|
|
29.2
|
|
|
|
|
|
||
In construction (c)
|
|
49.7
|
|
|
44.5
|
|
|
4.00%
|
|
2018
|
||
Variable rate construction loans payable (d):
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
497.7
|
|
|
355.3
|
|
|
Monthly LIBOR + 2.09%
|
|
2017 to 2018
|
||
In construction
|
|
13.5
|
|
|
101.0
|
|
|
Monthly LIBOR + 2.15%
|
|
2019
|
||
Total Co-Investment Venture level - consolidated
|
|
1,234.1
|
|
|
1,173.2
|
|
|
|
|
|
||
Total Company and Co-Investment Venture level
|
|
1,527.9
|
|
|
1,470.5
|
|
|
|
|
|
||
Plus: unamortized adjustments from business combinations
|
|
1.3
|
|
|
2.5
|
|
|
|
|
|
||
Less: deferred financing costs, net
|
|
(9.2
|
)
|
|
(11.7
|
)
|
|
|
|
|
||
Total consolidated mortgages and notes payable, net
|
|
$
|
1,520.0
|
|
|
$
|
1,461.3
|
|
|
|
|
|
|
(a)
|
Company level debt is defined as debt that is a direct obligation of the Company or one of the Company’s wholly owned subsidiaries.
|
(b)
|
Co-Investment Venture level debt is defined as debt that is an obligation of the Co-Investment Venture and not an obligation or contingency for us.
|
(c)
|
As of
September 30, 2016
, includes
one
loan with a total commitment of
$53.5 million
. The construction loan includes a
two
year extension option. As of
September 30, 2016
, there is
$3.8 million
remaining to draw under the construction loan. We may elect not to fully draw down any unfunded commitment.
|
(d)
|
As of
September 30, 2016
, includes
twelve
loans with total commitments of
$558.6 million
. As of
September 30, 2016
, the Company has partially guaranteed
seven
of these loans with total commitments of
$427.6 million
, of which
$74.8 million
is recourse to the Company. Our percentage guarantee on each of these loans ranges from
5%
to
25%
. These loans include
one
to
two
year extension options. As of
September 30, 2016
, there is
$47.4 million
remaining to draw under the construction loans. We may elect not to fully draw down any unfunded commitment.
|
|
|
|
|
Co-Investment
|
|
Total
|
||||||
Year
|
|
Company Level
|
|
Venture Level
|
|
Consolidated
|
||||||
October through December 2016
|
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
2.7
|
|
2017
|
|
5.8
|
|
|
349.2
|
|
|
355.0
|
|
|||
2018
|
|
153.4
|
|
|
422.6
|
|
|
576.0
|
|
|||
2019
|
|
79.5
|
|
|
155.0
|
|
|
234.5
|
|
|||
2020
|
|
53.9
|
|
|
172.0
|
|
|
225.9
|
|
|||
Thereafter
|
|
—
|
|
|
133.8
|
|
|
133.8
|
|
|||
Total
|
|
$
|
293.8
|
|
|
$
|
1,234.1
|
|
|
1,527.9
|
|
|
Add: unamortized adjustments from business combinations
|
|
|
|
|
|
|
|
1.3
|
|
|||
Less: deferred financing costs, net
|
|
|
|
|
|
(9.2
|
)
|
|||||
Total mortgages and notes payable, net
|
|
|
|
|
|
|
|
$
|
1,520.0
|
|
|
|
|
Balance Outstanding
|
|
|
|
|
||||||
|
|
|
September 30,
2016 |
|
December 31,
2015 |
|
Interest Rate as of September 30, 2016
|
|
Maturity Date
|
||||
$150 Million Facility
|
|
$
|
10.0
|
|
|
$
|
49.0
|
|
|
Monthly LIBOR + 2.08%
|
|
April 1, 2017
|
|
$200 Million Facility
|
|
—
|
|
|
—
|
|
|
Monthly LIBOR + 2.50%
|
|
January 14, 2019
|
|||
Total credit facilities outstanding
|
10.0
|
|
|
49.0
|
|
|
|
|
|
||||
Less: deferred financing costs, net
|
(2.4
|
)
|
|
(3.5
|
)
|
|
|
|
|
||||
|
Total credit facilities payable, net
|
$
|
7.6
|
|
|
$
|
45.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
|
|
|
|
Effective
|
|
|
|
Effective
|
||||
|
|
Amount
|
|
NCI %
(a)
|
|
Amount
|
|
NCI %
(a)
|
||||
PGGM Co-Investment Partner
|
|
$
|
293.8
|
|
|
30% to 45%
|
|
$
|
332.0
|
|
|
30% to 45%
|
MW Co-Investment Partner
|
|
112.7
|
|
|
45%
|
|
123.7
|
|
|
45%
|
||
Developer Partners
|
|
4.3
|
|
|
0% to 10%
|
|
4.0
|
|
|
0% to 10%
|
||
Subsidiary preferred units
|
|
2.1
|
|
|
(b)
|
|
2.1
|
|
|
(b)
|
||
Total non-redeemable NCI
|
|
$
|
412.9
|
|
|
|
|
$
|
461.8
|
|
|
|
|
|
|
For the Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Distributions paid to noncontrolling interests:
|
|
|
|
|
||||
Operating activities
|
|
$
|
19.7
|
|
|
$
|
11.8
|
|
Investing and financing activities
|
|
34.8
|
|
|
30.1
|
|
||
Total
|
|
$
|
54.5
|
|
|
$
|
41.9
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
|
|
|
|
Effective
|
|
|
|
Effective
|
||||
|
|
Amount
|
|
NCI %
(a)
|
|
Amount
|
|
NCI %
(a)
|
||||
Developer Partners
|
|
$
|
29.1
|
|
|
0% to 10%
|
|
$
|
29.1
|
|
|
0% to 10%
|
|
(a)
|
Effective noncontrolling interest percentage is based upon the noncontrolling interest’s participation in distributable operating cash. This effective ownership is indicative of, but may differ from, percentages for distributions (particularly in the event of a sale of the underlying multifamily community), contributions or financing requirements. For Co-Investment Ventures where the developer’s equity has been returned, the effective noncontrolling interest percentage is shown as zero.
|
|
|
2016
|
|
2015
|
||||||||||
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding January 1,
|
549,496
|
|
|
$
|
9.64
|
|
|
248,691
|
|
|
$
|
10.03
|
|
|
Granted
|
|
424,128
|
|
|
9.30
|
|
|
467,951
|
|
|
9.45
|
|
||
Exercised
|
|
(146,560
|
)
|
|
9.50
|
|
|
(40,690
|
)
|
|
10.03
|
|
||
Forfeited
|
|
(20,496
|
)
|
|
9.66
|
|
|
—
|
|
|
—
|
|
||
Outstanding September 30,
|
|
806,568
|
|
|
$
|
9.49
|
|
|
675,952
|
|
|
$
|
9.63
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
2015
|
||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding January 1,
|
|
20,868
|
|
|
$
|
9.21
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
145,845
|
|
|
9.69
|
|
|
25,746
|
|
|
9.21
|
|
||
Exercised
|
|
(6,414
|
)
|
|
9.21
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
|
(30,123
|
)
|
|
9.20
|
|
|
(4,878
|
)
|
|
9.21
|
|
||
Outstanding September 30,
|
|
130,176
|
|
|
$
|
9.75
|
|
|
20,868
|
|
|
$
|
9.21
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended
September 30, |
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Declared
|
|
Declared per Share
|
|
Declared
|
|
Declared per Share
|
||||||||
Third quarter
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
Second quarter
|
|
12.5
|
|
|
0.075
|
|
|
12.5
|
|
|
0.075
|
|
||||
First quarter
|
|
12.5
|
|
|
0.075
|
|
|
12.5
|
|
|
0.075
|
|
||||
Total
|
|
$
|
37.5
|
|
|
$
|
0.225
|
|
|
$
|
37.5
|
|
|
$
|
0.225
|
|
|
|
|
Year
|
|
Future Minimum Lease Payments
|
||
October 2016 through December 2016
|
|
$
|
0.1
|
|
2017
|
|
0.8
|
|
|
2018
|
|
0.8
|
|
|
2019
|
|
0.8
|
|
|
2020
|
|
0.8
|
|
|
Thereafter
|
|
3.2
|
|
|
Total
|
|
$
|
6.5
|
|
For the Three and Nine Months Ended September 30, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Loss
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest rate caps
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Gain (Loss)
|
|||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Construction in progress
|
|
$
|
—
|
|
|
$
|
41.2
|
|
|
$
|
—
|
|
|
$
|
41.2
|
|
|
$
|
(3.1
|
)
|
|
Other assets
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|
—
|
|
|||||
|
|
|
$
|
—
|
|
|
$
|
57.8
|
|
|
$
|
—
|
|
|
$
|
57.8
|
|
|
$
|
(3.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Mortgages and notes payable
|
|
$
|
1,529.2
|
|
|
$
|
1,534.5
|
|
|
$
|
1,473.0
|
|
|
$
|
1,473.1
|
|
Less: deferred financing costs, net
|
|
(9.2
|
)
|
|
|
|
(11.7
|
)
|
|
|
||||||
Mortgages and notes payable, net
|
|
$
|
1,520.0
|
|
|
|
|
$
|
1,461.3
|
|
|
|
|
|
For the Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||
Interest paid, net of amounts capitalized of $6.1 million and $13.5 million in 2016 and 2015, respectively
|
|
$
|
33.1
|
|
|
$
|
21.4
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||
Transfer of real estate from construction in progress to operating real estate
|
|
181.4
|
|
|
387.9
|
|
||
Conversion of investment in unconsolidated real estate joint venture into notes receivable
|
|
—
|
|
|
5.0
|
|
||
Distributions payable - regular
|
|
12.5
|
|
|
12.5
|
|
||
Construction costs and other related payables
|
|
15.9
|
|
|
46.8
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||
Co-Investment Structure
|
|
Number of Multifamily Communities
|
|
Our Effective
Ownership |
|
Number of Multifamily Communities
|
|
Our Effective
Ownership
|
||
PGGM CO-JVs (a)
|
|
21
|
|
|
50% to 70%
|
|
23
|
|
|
50% to 70%
|
MW CO-JVs
|
|
14
|
|
|
55%
|
|
14
|
|
|
55%
|
Developer CO-JVs
|
|
2
|
|
|
100%
|
|
2
|
|
|
100%
|
|
|
37
|
|
|
|
|
39
|
|
|
|
|
(a)
|
As of
September 30, 2016
and
December 31, 2015
, includes Developer Partners in
18
multifamily communities.
|
•
|
Colorado — Denver market
|
•
|
Florida — North Florida market (Orlando) and South Florida market (greater Miami and Fort Lauderdale)
|
•
|
Georgia — Atlanta market
|
•
|
Mid-Atlantic — Washington, DC market and greater Philadelphia market
|
•
|
Nevada — Las Vegas market
|
•
|
New England — Greater Boston market
|
•
|
Northern California — Greater San Francisco market
|
•
|
Southern California — Greater Los Angeles market and San Diego market
|
•
|
Texas — Austin market, Dallas market, and Houston market
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
|
|
Number of
|
|
|
|
Number of
|
|
|
||||
|
|
Stabilized
|
|
Number of
|
|
Stabilized
|
|
Number of
|
||||
Geographic Region
|
|
Communities
|
|
Units
|
|
Communities
|
|
Units
|
||||
Colorado
|
|
4
|
|
|
1,208
|
|
|
4
|
|
|
1,208
|
|
Florida
|
|
5
|
|
|
1,510
|
|
|
4
|
|
|
1,092
|
|
Georgia
|
|
2
|
|
|
612
|
|
|
1
|
|
|
283
|
|
Mid-Atlantic
|
|
5
|
|
|
1,412
|
|
|
5
|
|
|
1,412
|
|
Nevada
|
|
2
|
|
|
598
|
|
|
2
|
|
|
598
|
|
New England
|
|
4
|
|
|
958
|
|
|
4
|
|
|
958
|
|
Northern California
(a)
|
|
4
|
|
|
821
|
|
|
5
|
|
|
953
|
|
Southern California
|
|
7
|
|
|
1,654
|
|
|
5
|
|
|
1,002
|
|
Texas
|
|
10
|
|
|
3,073
|
|
|
10
|
|
|
3,073
|
|
Totals
|
|
43
|
|
|
11,846
|
|
|
40
|
|
|
10,579
|
|
|
|
Physical Occupancy Rates (b)
|
|
Monthly Rental Revenue per Unit (c)
|
||||||||||
|
|
September 30,
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
||||||
Geographic Region
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Colorado
|
|
96
|
%
|
|
95
|
%
|
|
$
|
1,855
|
|
|
$
|
1,861
|
|
Florida
|
|
96
|
%
|
|
96
|
%
|
|
1,918
|
|
|
1,789
|
|
||
Georgia
|
|
93
|
%
|
|
97
|
%
|
|
1,799
|
|
|
1,473
|
|
||
Mid-Atlantic
|
|
95
|
%
|
|
95
|
%
|
|
1,986
|
|
|
1,986
|
|
||
Nevada
|
|
95
|
%
|
|
94
|
%
|
|
1,101
|
|
|
1,063
|
|
||
New England
|
|
96
|
%
|
|
96
|
%
|
|
1,785
|
|
|
1,727
|
|
||
Northern California
|
|
95
|
%
|
|
95
|
%
|
|
3,071
|
|
|
2,970
|
|
||
Southern California
|
|
95
|
%
|
|
96
|
%
|
|
2,255
|
|
|
2,306
|
|
||
Texas
|
|
94
|
%
|
|
95
|
%
|
|
1,648
|
|
|
1,653
|
|
||
Totals
|
|
95
|
%
|
|
95
|
%
|
|
$
|
1,918
|
|
|
$
|
1,885
|
|
|
(a)
|
Renaissance, including land held for future development, was sold in August 2016 for a total contract price of
$65.4 million
.
|
(b)
|
Physical occupancy rate is defined as the number of residential units occupied for stabilized multifamily communities as of
September 30, 2016
or
December 31, 2015
divided by the total number of residential units. Not considered in the physical occupancy rate is rental space designed for other than residential use, which is primarily retail space. As of
September 30, 2016
, our stabilized multifamily communities have approximately
166,000
square feet of leasable retail space which is approximately
1%
of total rentable area. Two large retail spaces are occupied under long term leases by a national grocer and a national drug store, which make up approximately half of our retail square footage combined; the remaining retail spaces are small, generally 1,000 square feet or less. As of
September 30, 2016
, approximately
73%
of the
166,000
square feet of retail space was occupied. The calculations of physical occupancy rates by geographic region and total average physical occupancy rates are based upon weighted average number of residential units.
|
|
|
Number of Communities
|
|
Number of Units
|
|
Physical Occupancy Rates
|
||||||||||||
Geographic Region
|
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||
Georgia
|
|
—
|
|
|
1
|
|
|
—
|
|
|
329
|
|
|
N/A
|
|
|
68
|
%
|
Mid-Atlantic
|
|
1
|
|
|
1
|
|
|
461
|
|
|
461
|
|
|
59
|
%
|
|
8
|
%
|
New England
|
|
1
|
|
|
1
|
|
|
392
|
|
|
392
|
|
|
64
|
%
|
|
13
|
%
|
Northern California
|
|
1
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
76
|
%
|
|
N/A
|
|
Southern California
|
|
—
|
|
|
1
|
|
|
—
|
|
|
208
|
|
|
—
|
%
|
|
23
|
%
|
Total
|
|
3
|
|
|
4
|
|
|
974
|
|
|
1,390
|
|
|
63
|
%
|
|
26
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Communities
|
|
Number of Units
|
|
Physical Occupancy Rates
|
||||||||||||
Geographic Region
|
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
|
September 30,
2016 |
|
December 31,
2015 |
||||||
Development in lease up:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Florida
|
|
1
|
|
|
1
|
|
|
120
|
|
|
418
|
|
|
40
|
%
|
|
15
|
%
|
Southern California
|
|
—
|
|
|
1
|
|
|
—
|
|
|
444
|
|
|
N/A
|
|
|
36
|
%
|
Texas
|
|
1
|
|
|
—
|
|
|
365
|
|
|
—
|
|
|
23
|
%
|
|
N/A
|
|
Total
|
|
2
|
|
|
2
|
|
|
485
|
|
|
862
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Under development and construction:
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
1
|
|
|
2
|
|
|
146
|
|
|
266
|
|
|
N/A
|
|
|
N/A
|
|
Northern California
|
|
—
|
|
|
1
|
|
|
—
|
|
|
121
|
|
|
N/A
|
|
|
N/A
|
|
Southern California
|
|
1
|
|
|
1
|
|
|
510
|
|
|
510
|
|
|
N/A
|
|
|
N/A
|
|
Texas
|
|
—
|
|
|
1
|
|
|
—
|
|
|
365
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
|
2
|
|
|
5
|
|
|
656
|
|
|
1,262
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land held for future development:
|
|
|
|
|
|
|
|
|||||||||||
Northern California
(a)
|
|
—
|
|
|
1
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total development program
|
|
4
|
|
|
8
|
|
|
1,141
|
|
|
2,124
|
|
|
|
|
|
|
(a)
|
Land held for future development was sold in August 2016 in conjunction with the sale of Renaissance.
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||||||
Geographic Region
|
|
Number of Communities
|
|
Number of Units
|
|
Number of Communities
|
|
Number of Units
|
||||
Debt investments:
|
|
|
|
|
|
|
|
|
|
|
||
Florida
|
|
1
|
|
|
321
|
|
|
1
|
|
|
321
|
|
Texas
|
|
2
|
|
|
795
|
|
|
3
|
|
|
1,155
|
|
Total debt investments
|
3
|
|
|
1,116
|
|
|
4
|
|
|
1,476
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Number of Communities
|
|
Units Added to Operations
|
|
% of Total Operating Units (a)
|
|||
October 2016 through December 2016
|
|
1
|
|
|
146
|
|
|
1
|
%
|
|
2017
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2018
|
|
1
|
|
|
510
|
|
|
4
|
%
|
|
Total
|
|
2
|
|
|
656
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
(a)
|
As of
September 30, 2016
, total operating units were
13,305
and included
five
communities in lease up.
|
|
|
For the Three Months Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
50.1
|
|
|
$
|
49.2
|
|
|
$
|
0.9
|
|
Stabilized Non-Comparable
|
|
18.0
|
|
|
8.6
|
|
|
9.4
|
|
|||
Lease up
|
|
3.6
|
|
|
—
|
|
|
3.6
|
|
|||
Dispositions and other non-lease up developments
|
|
0.5
|
|
|
1.4
|
|
|
(0.9
|
)
|
|||
Total rental revenue
|
|
$
|
72.2
|
|
|
$
|
59.2
|
|
|
$
|
13.0
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Property operating expenses, including real estate taxes
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
18.2
|
|
|
$
|
17.3
|
|
|
$
|
0.9
|
|
Stabilized Non-Comparable
|
|
8.9
|
|
|
4.6
|
|
|
4.3
|
|
|||
Lease up
|
|
3.5
|
|
|
0.5
|
|
|
3.0
|
|
|||
Dispositions and other non-lease up developments
|
|
0.3
|
|
|
0.7
|
|
|
(0.4
|
)
|
|||
Corporate property management expense
|
|
2.3
|
|
|
2.1
|
|
|
0.2
|
|
|||
Total property operating expenses, including real estate taxes
|
|
$
|
33.2
|
|
|
$
|
25.2
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
149.1
|
|
|
$
|
144.9
|
|
|
$
|
4.2
|
|
Stabilized Non-Comparable
|
|
48.4
|
|
|
18.1
|
|
|
30.3
|
|
|||
Lease up
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||
Dispositions and other non-lease up developments
|
|
2.7
|
|
|
11.9
|
|
|
(9.2
|
)
|
|||
Total rental revenue
|
|
$
|
206.3
|
|
|
$
|
174.9
|
|
|
$
|
31.4
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
Change
|
||||||
Property operating expenses, including real estate taxes
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
53.0
|
|
|
$
|
51.9
|
|
|
$
|
1.1
|
|
Stabilized Non-Comparable
|
|
23.2
|
|
|
11.5
|
|
|
11.7
|
|
|||
Lease up
|
|
8.0
|
|
|
0.7
|
|
|
7.3
|
|
|||
Dispositions and other non-lease up developments
|
|
1.1
|
|
|
4.8
|
|
|
(3.7
|
)
|
|||
Corporate property management expense
|
|
8.3
|
|
|
5.6
|
|
|
2.7
|
|
|||
Total property operating expenses, including real estate taxes
|
|
$
|
93.6
|
|
|
$
|
74.5
|
|
|
$
|
19.1
|
|
|
|
|
|
|
|
|
•
|
The terms of the $200 Million Facility are as follows:
|
◦
|
An annual interest rate based on the Company’s then current leverage ratio. The current annual interest rate under the credit facility is LIBOR plus 2.50%.
|
◦
|
Monthly interest-only payments and periodic payment of fees, including unused fees, facility fees, fronting fees, and/or letter of credit issuance fees, are due under the $200 Million Facility.
|
◦
|
The $200 Million Facility matures on January 14, 2019, and may be extended for an additional one-year term at the Company’s option.
|
◦
|
The Company may increase the size of the credit facility from $200 million up to a total of $400 million after satisfying certain conditions.
|
◦
|
The $200 Million Facility is primarily supported by equity pledges of wholly owned subsidiaries of the Company and is secured by (i) a first mortgage lien and an assignment of leases and rents against two wholly owned multifamily communities and any properties later added by the Company and (ii) a first priority perfected assignment of a portion of certain of the Company’s notes receivable.
|
•
|
The terms of the $150 Million Facility are as follows:
|
◦
|
Borrowing tranches under the $150 Million Facility bear interest at a “base rate” based on either the one-month or three-month LIBOR rate, selected at the Company’s option, plus an applicable margin which adjusts based on the credit facility’s debt service requirements. The current interest rate under the $150 Million Facility is LIBOR plus
2.08%
.
|
◦
|
Monthly interest-only payments and monthly or annual payment of fees, including unused facility fees and/or minimum usage fees, are due under the $150 Million Facility.
|
◦
|
The $150 Million Facility matures on April 1, 2017.
|
◦
|
The $150 Million Facility requires minimum borrowing of $10.0 million.
|
◦
|
The $150 Million Facility is secured by a pool of certain wholly owned multifamily communities and the Company may add and remove multifamily communities from the collateral pool, pursuant to the requirements under the $150 Million Facility. Availability under the $150 Million Facility is dependent on the amount of the collateral pool.
|
◦
|
Aggregate borrowings under the $150 Million Facility are limited to 70% of the value of the collateral pool, which may be different than the carrying value for financial statement reporting. We may add multifamily communities to the collateral pool in our discretion in order to increase amounts available for borrowing under the $150 Million Facility.
|
◦
|
Dispositions of multifamily communities that are in the collateral pool and are not replaced would reduce the amount available for borrowing under the $150 Million Facility or would require repayment of outstanding draws to comply with the borrowing limits under the $150 Million Facility.
|
|
|
September 30, 2016
|
|
For the Three Months Ended
September 30, 2016 |
|
For the Nine Months Ended
September 30, 2016 |
|||||||||||||||||||||||||||
|
|
Balance
Outstanding
|
|
Available to Draw
|
|
Interest
Rate
|
|
Average Balance
Outstanding
|
|
Average Interest
Rate (a)
|
|
Maximum Balance
Outstanding
|
|
Average Balance Outstanding
|
|
Average Interest Rate (a)
|
|
Maximum Balance Outstanding
|
|||||||||||||||
$150 Million Facility
|
|
$
|
10.0
|
|
|
$
|
106.2
|
|
|
2.61
|
%
|
|
$
|
40.9
|
|
|
2.56
|
%
|
|
$
|
57.0
|
|
|
$
|
45.8
|
|
|
2.53
|
%
|
|
$
|
57.0
|
|
$200 Million Facility
|
|
—
|
|
|
200.0
|
|
|
3.03
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
0.3
|
|
|
2.89
|
%
|
|
5.0
|
|
||||||
Total credit facilities payable
|
|
10.0
|
|
|
$
|
306.2
|
|
|
|
|
$
|
40.9
|
|
|
|
|
$
|
57.0
|
|
|
$
|
46.1
|
|
|
|
|
$
|
62.0
|
|
||||
Less: deferred financing costs, net
|
|
(2.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total credit facilities payable, net
|
|
$
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The average interest rate is based on month-end interest rates for the period.
|
|
|
Total Carrying
Amount
|
|
Weighted Average
Interest Rate
|
|
Maturity
Dates
|
|
Our Approximate
Share (a)
|
||||
Company Level
|
|
|
|
|
|
|
|
|
|
|
||
Permanent mortgage - fixed interest rate
|
|
$
|
293.8
|
|
|
3.88%
|
|
2018 to 2020
|
|
$
|
293.8
|
|
$150 Million Facility
|
|
10.0
|
|
|
Monthly LIBOR + 2.08%
|
|
2017
|
|
10.0
|
|
||
$200 Million Facility
|
|
—
|
|
|
Monthly LIBOR + 2.50%
|
|
2019
|
|
—
|
|
||
Total Company Level
|
|
303.8
|
|
|
|
|
|
|
303.8
|
|
||
|
|
|
|
|
|
|
|
|
||||
Co-Investment Venture Level - Consolidated:
|
|
|
|
|
|
|
|
|
|
|
||
Permanent mortgages - fixed interest rates
|
|
637.6
|
|
|
3.27%
|
|
2017 to 2023
|
|
367.0
|
|
||
Permanent mortgage - variable interest rate
|
|
35.6
|
|
|
Monthly LIBOR +
1.94%
|
|
2017
|
|
19.6
|
|
||
Construction loans - fixed interest rate (b):
|
|
|
|
|
|
|
|
|
||||
In construction
|
|
49.7
|
|
|
4.00%
|
|
2018
|
|
24.8
|
|
||
Construction loans - variable interest rates (c):
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
497.7
|
|
|
Monthly LIBOR + 2.09%
|
|
2017 to 2018
|
|
285.0
|
|
||
In construction
|
|
13.5
|
|
|
Monthly LIBOR + 2.15%
|
|
2019
|
|
7.5
|
|
||
Total Co-Investment Venture Level - Consolidated
|
|
1,234.1
|
|
|
|
|
|
|
703.9
|
|
||
Total Company and Co-Investment Venture level
|
|
1,537.9
|
|
|
|
|
|
|
$
|
1,007.7
|
|
|
Plus: unamortized adjustments from business combinations
|
|
1.3
|
|
|
|
|
|
|
|
|||
Less: deferred financing costs, net
|
|
(11.6
|
)
|
|
|
|
|
|
|
|||
Total all levels
|
|
$
|
1,527.6
|
|
|
|
|
|
|
|
|
(a)
|
Our approximate share for Co-Investment Ventures and Property Entities is calculated based on our participation in distributable operating cash, as applicable. Our approximate share is used in calculating certain of our loan covenants, and accordingly, is used by management, lenders and analysts in measuring and managing our leverage. These amounts are the contractual amounts and exclude unamortized adjustments from business combinations. This effective ownership is indicative of, but may differ over time from, percentages for distributions, contributions or financing requirements. See below at “Non-GAAP Measurements — Our Approximate Share” for a reconciliation of total carrying amount to our approximate share.
|
(b)
|
Includes
one
loan with a total commitment of
$53.5 million
and a two year extension option. As of
September 30, 2016
, there is
$3.8 million
remaining to draw under the construction loan. We may elect not to fully draw down on the unfunded commitment.
|
(c)
|
Includes
twelve
loans with total commitment of
$558.6 million
. As of
September 30, 2016
, the Company has partially guaranteed
seven
of these loans with total commitments of
$427.6 million
, and as of
|
Construction Loan Classification of Underlying Multifamily Communities
|
|
Total Commitment
|
|
Total Carrying Amount
|
|
Remaining to Draw
|
|
Our Approximate Share of Remaining to Draw (a)
|
||||||||
In Construction
|
|
$
|
77.9
|
|
|
$
|
63.2
|
|
|
$
|
14.7
|
|
|
$
|
8.0
|
|
Operating
|
|
534.2
|
|
|
497.7
|
|
|
36.5
|
|
|
21.1
|
|
||||
Total
|
|
$
|
612.1
|
|
|
$
|
560.9
|
|
|
$
|
51.2
|
|
|
$
|
29.1
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Our approximate share is used in calculating certain of our loan covenants, and accordingly, is used by management, lenders and analysts in measuring and managing our leverage. See below at “Non-GAAP Measurements — Our Approximate Share” for an explanation for determining this metric.
|
Year
|
|
Company Level
|
|
Consolidated Co-Investment Venture Level
|
|
Our Approximate Share (a)
|
||||||
October through December 2016
|
|
$
|
1.2
|
|
|
$
|
1.5
|
|
|
$
|
2.1
|
|
2017
|
|
15.8
|
|
|
349.2
|
|
|
209.3
|
|
|||
2018
|
|
153.4
|
|
|
422.6
|
|
|
394.4
|
|
|||
2019
|
|
79.5
|
|
|
155.0
|
|
|
179.4
|
|
|||
2020
|
|
53.9
|
|
|
172.0
|
|
|
148.7
|
|
|||
Thereafter
|
|
—
|
|
|
133.8
|
|
|
73.8
|
|
|
(a)
|
Our approximate share is used in calculating certain of our loan covenants, and accordingly, is used by management, lenders and analysts in measuring and managing our leverage. See below at “Non-GAAP Measurements — Our Approximate Share.”
|
•
|
Lease up - A multifamily community is considered in lease up when the community has begun leasing. A certificate of occupancy may be obtained as units are completed in phases, and accordingly, lease up may occur prior to final completion of the multifamily community. A multifamily community is considered complete when substantially constructed and capable of generating all significant revenue sources, at which point the community is no longer classified as a development.
|
•
|
Under development and construction - A multifamily community is considered under development and construction once we have signed a general contractor agreement and vertical construction has begun and ends once lease up has started.
|
•
|
Pre-development - A multifamily community is considered in pre-development during finalization of budgets, permits and plans and ends once a general contractor agreement has been signed and vertical construction has commenced. As of
September 30, 2016
, we have no development investments classified as pre-development.
|
|
(a)
|
Our effective ownership represents our participation in distributable operating cash and may change over time as certain milestones related to budgets, plans and completion are achieved. This effective ownership is indicative of, but may differ from, percentages for distributions, contributions or financing requirements. All development investments are subject to Developer CO-JV promoted interests except The Mile.
|
(b)
|
The estimated quarter of completion is primarily based on contractual completion schedules adjusted for reasonably known conditions. The dates may be subject to further adjustment, both accelerations and delays, due to elective changes in the project or conditions beyond our control, such as weather, availability of materials and labor or other force majeure events. The table does not include communities that are classified as completed but may still have retainage and other development true-up costs that have not been paid as of
September 30, 2016
.
|
|
|
Anticipated Sources of Funding
|
||
Construction loan draws under binding loan commitments
|
|
$
|
22.8
|
|
Co-Investment Venture partner contributions
|
|
12.4
|
|
|
Other
|
|
115.7
|
|
|
Total
|
|
$
|
150.9
|
|
|
|
|
Community
|
|
Location
|
|
Units
|
|
Total Commitment
|
|
Amounts Advanced as of September 30, 2016
|
|
Fixed Interest Rate
|
|
Maturity Date (a)
|
|||||
Mezzanine loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kendall Square
(b)
|
|
Miami, FL
|
|
321
|
|
$
|
12.3
|
|
|
$
|
12.3
|
|
|
17.0
|
%
|
|
October 2016
|
Jefferson at Stonebriar
(c)
|
|
Frisco, TX
|
|
424
|
|
16.7
|
|
|
16.7
|
|
|
15.0
|
%
|
|
June 2018
|
||
Jefferson at Riverside
(c)
|
|
Irving, TX
|
|
371
|
|
10.4
|
|
|
10.4
|
|
|
15.0
|
%
|
|
June 2018
|
||
Total loans
|
|
|
|
1,116
|
|
$
|
39.4
|
|
|
$
|
39.4
|
|
|
15.6
|
%
|
|
|
|
(a)
|
The maturity date may be extended for one year at the option of the borrower after meeting certain conditions, generally with the payment of an extension fee of 0.50% of the applicable loan balance.
|
(b)
|
In October 2016, the maturity date was extended for an additional 60 days to December 2016. The borrower may prepay at anytime.
|
(c)
|
We have the right to acquire the multifamily communities from the borrower subject to the first lien construction loan in the event the borrower decides to sell the property. Absent a default, the borrower has sole discretion related to the disposition of the multifamily community.
|
|
|
For the Nine Months Ended
September 30, |
||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||
|
|
Total
Distributions
Declared (a)
|
|
Declared
Distributions
Per Share (a)
|
|
Total Distributions Declared (a)
|
|
Declared Distributions Per Share (a)
|
||||||||
Third Quarter
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
Second Quarter
|
|
12.5
|
|
|
0.075
|
|
|
12.5
|
|
|
0.075
|
|
||||
First Quarter
|
|
12.5
|
|
|
0.075
|
|
|
12.5
|
|
|
0.075
|
|
||||
Total
|
|
$
|
37.5
|
|
|
$
|
0.225
|
|
|
$
|
37.5
|
|
|
$
|
0.225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
September 30, |
|
For the Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) attributable to common stockholders
|
|
$
|
4.5
|
|
|
$
|
31.4
|
|
|
$
|
(13.1
|
)
|
|
$
|
79.7
|
|
Real estate depreciation and amortization (a)
|
|
31.0
|
|
|
24.8
|
|
|
91.9
|
|
|
74.3
|
|
||||
Impairment (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||
Gains on sales of real estate
|
|
(17.5
|
)
|
|
(34.4
|
)
|
|
(17.5
|
)
|
|
(83.0
|
)
|
||||
Less: noncontrolling interest adjustments
|
|
(1.9
|
)
|
|
(7.5
|
)
|
|
(20.9
|
)
|
|
(23.4
|
)
|
||||
FFO attributable to common stockholders - NAREIT defined
|
|
$
|
16.1
|
|
|
$
|
14.3
|
|
|
$
|
40.4
|
|
|
$
|
50.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP weighted average common shares outstanding - basic
|
|
166.9
|
|
|
166.6
|
|
|
166.8
|
|
|
166.5
|
|
||||
GAAP weighted average common shares outstanding - diluted
|
|
167.6
|
|
|
167.3
|
|
|
167.5
|
|
|
167.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share - basic and diluted
|
|
$
|
0.03
|
|
|
$
|
0.19
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.48
|
|
FFO per common share - basic and diluted
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
|
•
|
For the
three
months ended
September 30, 2016
and
2015
, we capitalized interest of
$1.8 million
and
$4.1 million
, respectively, on our real estate developments. For the
nine
months ended
September 30, 2016
and
2015
, we capitalized interest of
$6.1 million
and
$13.5 million
, respectively, on our real estate developments. These amounts are included as an addition in presenting net income (loss) and FFO attributable to common stockholders.
|
•
|
For the
nine
months ended
September 30, 2016
, we incurred
$2.0 million
of expense related to a reduction in workforce, including
$0.5 million
of stock-based compensation. No such expenses were incurred during the
nine
months ended
September 30, 2015
. These amounts are included as a reduction in presenting net income (loss) and FFO attributable to common stockholders.
|
•
|
For the
nine
months ended
September 30, 2015
, we recognized noncontrolling income of
$4.5 million
related to our acquisition of PGGM CO-JV interests. No such income was incurred during the
nine
months ended
September 30, 2016
.
|
|
|
|
|
|
September 30, 2016
|
||
Total Debt per Consolidated Balance Sheet
|
|
$
|
1,527.6
|
|
|||
Less: unamortized adjustments from business combinations
|
|
(1.3
|
)
|
||||
Plus: Deferred financing costs, net
|
|
11.6
|
|
||||
Less: Noncontrolling Interests Adjustments
|
|
(530.2
|
)
|
||||
Our approximate share of Company and Co-Investment Venture level debt
|
|
$
|
1,007.7
|
|
•
|
our potential development, redevelopment, acquisition or disposition of communities;
|
•
|
the timing and cost of completion of multifamily communities under construction, reconstruction, development or redevelopment;
|
•
|
the timing of lease up, occupancy and stabilization of multifamily communities;
|
•
|
the anticipated operating performance of our communities;
|
•
|
cost, yield, revenue, and earnings estimates;
|
•
|
the sale of multifamily communities;
|
•
|
our declaration or payment of distributions;
|
•
|
our joint venture activities;
|
•
|
our policies regarding investments, indebtedness, acquisitions, dispositions, financings and other matters;
|
•
|
our qualification as a REIT under the Internal Revenue Code;
|
•
|
the real estate markets in the markets in which our properties are located and in the U.S. in general;
|
•
|
the availability of debt and equity financing;
|
•
|
interest rates;
|
•
|
general economic conditions including the potential impacts from the economic conditions; and
|
•
|
trends affecting our financial condition or results of operations.
|
•
|
we may abandon or defer development opportunities for a number of reasons, including changes in local market conditions which make development less desirable, increases in costs of development, increases in the cost of capital or lack of capital availability, resulting in losses;
|
•
|
construction costs of a community may exceed our original estimates;
|
•
|
we may not complete construction and lease up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in our expected rental revenues;
|
•
|
occupancy rates and market rents may be adversely affected by competition and local economic and market conditions which are beyond our control;
|
•
|
financing may not be available on favorable terms or at all, and our cash flows from operations and access to cost effective capital may be insufficient for the growth of our development program which could limit our pursuit of opportunities;
|
•
|
our cash flows may be insufficient to meet required payments of principal and interest, and we may be unable to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness; and
|
•
|
we may be unsuccessful in managing changes in our portfolio composition.
|
|
|
Increases in Interest Rates
|
||||||||||||||
|
|
2.0%
|
|
1.5%
|
|
1.0%
|
|
0.5%
|
||||||||
Variable rate debt and credit facility interest expense
|
|
$
|
(11.1
|
)
|
|
$
|
(8.4
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
(2.8
|
)
|
Interest rate caps
|
|
0.8
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Cash investments
|
|
1.3
|
|
|
1.0
|
|
|
0.7
|
|
|
0.3
|
|
||||
Total
|
|
$
|
(9.0
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(4.9
|
)
|
|
$
|
(2.5
|
)
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Fifth Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 16, 2014
|
3.2
|
|
Articles Supplementary, incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 20, 2016
|
3.3
|
|
Seventh Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on December 16, 2014
|
4.1
|
|
Statement regarding Restrictions on Transferability of Shares of Common Stock, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A filed on December 16, 2014
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1*
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002**
|
101*
|
|
The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Equity and (iv) Condensed Consolidated Statements of Cash Flows
|
|
MONOGRAM RESIDENTIAL TRUST, INC.
|
|
|
|
|
|
|
|
Dated: November 3, 2016
|
|
/s/ Daniel Swanstrom, II
|
|
|
Daniel Swanstrom, II
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
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