![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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 |
|
Maryland
|
|
20-5383745
|
(State or other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
Emerging growth company
o
|
|
|
|
Page
|
PART I
|
||
FINANCIAL INFORMATION
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
|
|
|
||
Real estate
|
|
|
|
|
|
|
||
Land
|
|
$
|
539,312
|
|
|
$
|
527,944
|
|
Buildings and improvements
|
|
2,717,792
|
|
|
2,814,221
|
|
||
Gross operating real estate
|
|
3,257,104
|
|
|
3,342,165
|
|
||
Less accumulated depreciation
|
|
(452,439
|
)
|
|
(461,869
|
)
|
||
Net operating real estate
|
|
2,804,665
|
|
|
2,880,296
|
|
||
Construction in progress, including land
|
|
133,005
|
|
|
120,423
|
|
||
Total real estate, net
|
|
2,937,670
|
|
|
3,000,719
|
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
59,150
|
|
|
74,396
|
|
||
Tax like-kind exchange escrow
|
|
110,917
|
|
|
56,762
|
|
||
Intangibles, net
|
|
16,287
|
|
|
16,977
|
|
||
Other assets, net
|
|
54,963
|
|
|
51,248
|
|
||
Total assets
|
|
$
|
3,178,987
|
|
|
$
|
3,200,102
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||
Mortgages and notes payable, net
|
|
$
|
1,228,920
|
|
|
$
|
1,522,207
|
|
Credit facilities payable, net
|
|
230,137
|
|
|
8,023
|
|
||
Construction costs payable
|
|
23,148
|
|
|
26,859
|
|
||
Accounts payable and other liabilities
|
|
25,646
|
|
|
32,707
|
|
||
Deferred revenues and other gains
|
|
22,000
|
|
|
22,077
|
|
||
Distributions payable
|
|
12,606
|
|
|
12,512
|
|
||
Tenant security deposits
|
|
6,027
|
|
|
6,205
|
|
||
Total liabilities
|
|
1,548,484
|
|
|
1,630,590
|
|
||
|
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
29,073
|
|
|
29,073
|
|
||
|
|
|
|
|
||||
Equity
|
|
|
|
|
|
|
||
Common stock, $0.0001 par value per share; 875,000,000 shares authorized, 166,963,812 and 166,832,722 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively
|
|
17
|
|
|
17
|
|
||
Additional paid-in capital
|
|
1,440,003
|
|
|
1,439,199
|
|
||
Cumulative distributions and net income (loss)
|
|
(246,670
|
)
|
|
(310,124
|
)
|
||
Total equity attributable to common stockholders
|
|
1,193,350
|
|
|
1,129,092
|
|
||
Non-redeemable noncontrolling interests
|
|
408,080
|
|
|
411,347
|
|
||
Total equity
|
|
1,601,430
|
|
|
1,540,439
|
|
||
Total liabilities and equity
|
|
$
|
3,178,987
|
|
|
$
|
3,200,102
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Rental revenues
|
|
$
|
73,338
|
|
|
$
|
65,547
|
|
|
|
|
|
|
||||
Expenses
|
|
|
|
|
||||
Property operating expenses
|
|
19,138
|
|
|
18,806
|
|
||
Real estate taxes
|
|
11,964
|
|
|
10,622
|
|
||
General and administrative expenses
|
|
6,870
|
|
|
6,510
|
|
||
Acquisition, investment and development expenses
|
|
64
|
|
|
278
|
|
||
Interest expense
|
|
11,704
|
|
|
10,366
|
|
||
Amortization of deferred financing costs
|
|
1,549
|
|
|
1,536
|
|
||
Depreciation and amortization
|
|
31,859
|
|
|
30,056
|
|
||
Total expenses
|
|
83,148
|
|
|
78,174
|
|
||
|
|
|
|
|
||||
Interest income
|
|
1,181
|
|
|
1,682
|
|
||
Loss on early extinguishment of debt
|
|
(3,901
|
)
|
|
—
|
|
||
Other expense, net
|
|
(88
|
)
|
|
(115
|
)
|
||
Loss from continuing operations before gains on sales of real estate
|
|
(12,618
|
)
|
|
(11,060
|
)
|
||
Gains on sales of real estate
|
|
86,723
|
|
|
—
|
|
||
|
|
|
|
|
||||
Net income (loss)
|
|
74,105
|
|
|
(11,060
|
)
|
||
|
|
|
|
|
||||
Net loss attributable to non-redeemable noncontrolling interests
|
|
1,880
|
|
|
2,755
|
|
||
Net income (loss) available to the Company
|
|
75,985
|
|
|
(8,305
|
)
|
||
Dividends to preferred stockholders
|
|
—
|
|
|
(2
|
)
|
||
Net income (loss) attributable to common stockholders
|
|
$
|
75,985
|
|
|
$
|
(8,307
|
)
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding - basic
|
|
167,001
|
|
|
166,743
|
|
||
Weighted average number of common shares outstanding - diluted
|
|
167,791
|
|
|
166,743
|
|
||
|
|
|
|
|
||||
Basic and diluted earnings (loss) per common share
|
|
$
|
0.45
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
||||
Distributions declared per common share
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
Distributions and Net
|
|
|
||||||||||||||
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional
|
|
|
|
Income (Loss)
|
|
|
||||||||||||||||||
|
|
Number
|
|
Par
|
|
Number
|
|
Par
|
|
Paid-in
|
|
Noncontrolling
|
|
available to
|
|
Total
|
||||||||||||||
|
|
of Shares
|
|
Value
|
|
of Shares
|
|
Value
|
|
Capital
|
|
Interests
|
|
the Company
|
|
Equity
|
||||||||||||||
Balance at January 1, 2016
|
|
10
|
|
|
$
|
—
|
|
|
166,612
|
|
|
$
|
17
|
|
|
$
|
1,436,254
|
|
|
$
|
461,833
|
|
|
$
|
(269,523
|
)
|
|
$
|
1,628,581
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,755
|
)
|
|
(8,305
|
)
|
|
(11,060
|
)
|
||||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,287
|
|
|
—
|
|
|
1,287
|
|
||||||
Issuance of common and restricted shares, net
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||
Amortization of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
583
|
|
||||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common stock - regular
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,508
|
)
|
|
(12,508
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,147
|
)
|
|
—
|
|
|
(6,147
|
)
|
||||||
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Balance at March 31, 2016
|
|
10
|
|
|
$
|
—
|
|
|
166,755
|
|
|
$
|
17
|
|
|
$
|
1,436,654
|
|
|
$
|
454,218
|
|
|
$
|
(290,338
|
)
|
|
$
|
1,600,551
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at January 1, 2017
|
|
10
|
|
|
$
|
—
|
|
|
166,833
|
|
|
$
|
17
|
|
|
$
|
1,439,199
|
|
|
$
|
411,347
|
|
|
$
|
(310,124
|
)
|
|
$
|
1,540,439
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,880
|
)
|
|
75,985
|
|
|
74,105
|
|
||||||
Contributions by noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,093
|
|
|
—
|
|
|
6,093
|
|
||||||
Issuance of common and restricted shares, net
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
(393
|
)
|
|
—
|
|
|
—
|
|
|
(393
|
)
|
||||||
Cancellation of preferred stock
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,197
|
|
|
—
|
|
|
—
|
|
|
1,197
|
|
||||||
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock - regular
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,522
|
)
|
|
(12,522
|
)
|
||||||
Other related to stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,480
|
)
|
|
—
|
|
|
(7,480
|
)
|
||||||
Balance at March 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
166,964
|
|
|
$
|
17
|
|
|
$
|
1,440,003
|
|
|
$
|
408,080
|
|
|
$
|
(246,670
|
)
|
|
$
|
1,601,430
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
74,105
|
|
|
$
|
(11,060
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Gains on sales of real estate
|
|
(86,723
|
)
|
|
—
|
|
||
Loss on early extinguishment of debt
|
|
3,901
|
|
|
—
|
|
||
Depreciation
|
|
31,574
|
|
|
29,769
|
|
||
Amortization of deferred financing costs and debt premium/discount
|
|
1,232
|
|
|
1,050
|
|
||
Amortization of intangibles
|
|
262
|
|
|
275
|
|
||
Amortization of deferred revenues
|
|
(369
|
)
|
|
(364
|
)
|
||
Amortization of stock-based compensation
|
|
1,197
|
|
|
583
|
|
||
Other, net
|
|
69
|
|
|
(26
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||
Accounts payable and other liabilities
|
|
(8,115
|
)
|
|
(4,486
|
)
|
||
Other assets
|
|
(3,210
|
)
|
|
2,133
|
|
||
Cash provided by operating activities
|
|
13,923
|
|
|
17,874
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
||
Additions to real estate:
|
|
|
|
|
|
|
||
Acquisitions of real estate
|
|
(105,110
|
)
|
|
—
|
|
||
Additions to existing real estate
|
|
(1,731
|
)
|
|
(1,741
|
)
|
||
Construction in progress, including land
|
|
(21,775
|
)
|
|
(30,712
|
)
|
||
Proceeds from sales of real estate, net
|
|
242,518
|
|
|
—
|
|
||
Advances on notes receivable
|
|
—
|
|
|
(11,009
|
)
|
||
Collection on notes receivable
|
|
—
|
|
|
14,989
|
|
||
Tax like-kind exchange escrow deposits
|
|
(110,923
|
)
|
|
624
|
|
||
Tax like-kind exchange escrow disbursements
|
|
56,768
|
|
|
—
|
|
||
Other escrow deposits
|
|
1,572
|
|
|
787
|
|
||
Other, net
|
|
26
|
|
|
45
|
|
||
Cash provided by (used in) investing activities
|
|
61,345
|
|
|
(27,017
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Mortgage and notes payable proceeds
|
|
6,059
|
|
|
23,167
|
|
||
Mortgage and notes payable principal payments
|
|
(304,298
|
)
|
|
(2,455
|
)
|
||
Proceeds from credit facilities
|
|
282,000
|
|
|
10,000
|
|
||
Credit facilities payments
|
|
(60,057
|
)
|
|
(20,000
|
)
|
||
Contributions from noncontrolling interests
|
|
6,093
|
|
|
1,287
|
|
||
Distributions paid on common stock - regular
|
|
(12,522
|
)
|
|
(12,495
|
)
|
||
Distributions paid to noncontrolling interests
|
|
(7,396
|
)
|
|
(6,058
|
)
|
||
Other, net
|
|
(393
|
)
|
|
(183
|
)
|
||
Cash used in financing activities
|
|
(90,514
|
)
|
|
(6,737
|
)
|
||
|
|
|
|
|
||||
Net change in cash and cash equivalents
|
|
(15,246
|
)
|
|
(15,880
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
74,396
|
|
|
83,727
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
59,150
|
|
|
$
|
67,847
|
|
Co-Investment Structure
|
|
|
Number of Multifamily Communities
|
|
Our Effective
Ownership
|
|
PGGM CO-JVs (a)
|
|
|
21
|
|
|
50% to 70%
|
MW CO-JVs
|
|
|
14
|
|
|
55%
|
Developer CO-JVs
|
|
|
2
|
|
|
100%
|
Total
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
(a)
|
As of
March 31, 2017
and
December 31, 2016
, the PGGM CO-JVs include Developer Partners in
18
multifamily communities.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
|
Buildings
|
|
Intangibles
|
|
Buildings
|
|
Intangibles
|
||||||||||||||||
|
|
and
|
|
In-Place
|
|
Other
|
|
and
|
|
In-Place
|
|
Other
|
||||||||||||
|
|
Improvements
|
|
Leases
|
|
Contractual
|
|
Improvements
|
|
Leases
|
|
Contractual
|
||||||||||||
Cost
|
|
$
|
2,717.8
|
|
|
$
|
29.6
|
|
|
$
|
18.9
|
|
|
$
|
2,814.2
|
|
|
$
|
34.1
|
|
|
$
|
18.9
|
|
Less: accumulated depreciation and amortization
|
|
(452.4
|
)
|
|
(28.1
|
)
|
|
(4.1
|
)
|
|
(461.9
|
)
|
|
(32.1
|
)
|
|
(3.9
|
)
|
||||||
Net
|
|
$
|
2,265.4
|
|
|
$
|
1.5
|
|
|
$
|
14.8
|
|
|
$
|
2,352.3
|
|
|
$
|
2.0
|
|
|
$
|
15.0
|
|
|
|
Anticipated Amortization
|
||
Year
|
|
of Intangibles
|
||
April through December 2017
|
|
$
|
0.8
|
|
2018
|
|
0.4
|
|
|
2019
|
|
0.4
|
|
|
2020
|
|
0.4
|
|
|
2021
|
|
0.4
|
|
Date of Sale
|
|
Multifamily Community
|
|
Sales Contract Price
|
|
Net Cash Proceeds
|
|
Gains on Sales of Real Estate
|
||||||
For the Three Months Ended March 31, 2017
|
|
|
|
|
|
|
||||||||
March 2017
|
|
The District Universal Boulevard - Orlando, FL (a)
|
|
$
|
78.5
|
|
|
$
|
77.0
|
|
|
$
|
27.1
|
|
March 2017
|
|
Skye 2905 - Denver, CO (a)
|
|
126.0
|
|
|
124.2
|
|
|
43.6
|
|
|||
February 2017
|
|
Grand Reserve - Dallas, TX
|
|
42.0
|
|
|
41.3
|
|
|
16.0
|
|
|||
|
|
Total
|
|
$
|
246.5
|
|
|
$
|
242.5
|
|
|
$
|
86.7
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The cash proceeds from the sale, net of related mortgage debt, are reflected in “Tax like-kind exchange escrow” on the consolidated balance sheet as of
March 31, 2017
. The proceeds are being held in escrow in connection with a tax like-kind exchange for replacement properties. See Note 15, “Subsequent Events” for further discussion of an acquisition closing after
March 31, 2017
.
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
|
2017
|
|
2016
|
||||
Net income from multifamily communities sold
|
|
|
$
|
84.1
|
|
|
$
|
0.3
|
|
Less: net income attributable to noncontrolling interest
|
|
|
—
|
|
|
—
|
|
||
Net income attributable to common stockholders
|
|
|
$
|
84.1
|
|
|
$
|
0.3
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Total assets
|
|
$
|
2,328.4
|
|
|
$
|
2,335.1
|
|
Net operating real estate
|
|
2,138.2
|
|
|
2,154.6
|
|
||
Construction in progress
|
|
133.0
|
|
|
120.8
|
|
||
|
|
|
|
|
||||
Mortgages and notes payable outstanding (a)
|
|
$
|
1,054.8
|
|
|
$
|
1,237.9
|
|
Unsecured credit facility
|
|
193.0
|
|
|
—
|
|
||
Plus: unamortized adjustments from business combinations
|
|
—
|
|
|
0.1
|
|
||
Less: deferred financing costs, net
|
|
(9.2
|
)
|
|
(7.9
|
)
|
||
Total mortgages and notes payable, net
|
|
$
|
1,238.6
|
|
|
$
|
1,230.1
|
|
|
|
|
|
|
|
(a)
|
Except as noted below, the lenders on the outstanding mortgages and notes payable have no recourse to us.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Notes receivable, net (a)
|
|
$
|
26.8
|
|
|
$
|
26.7
|
|
Resident, tenant and other receivables
|
|
6.9
|
|
|
5.2
|
|
||
Escrows and restricted cash
|
|
9.8
|
|
|
13.7
|
|
||
Prepaid assets, deposits and other assets
|
|
11.5
|
|
|
5.6
|
|
||
Total other assets, net
|
|
$
|
55.0
|
|
|
$
|
51.2
|
|
|
(a)
|
Notes receivable include mezzanine loans, primarily related to multifamily development projects. As of
March 31, 2017
, the weighted average interest rate is
15.0%
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 March 31, 2017
|
||||||
|
|
March 31,
|
|
December 31,
|
|
Weighted Average
|
|
Maturity
|
||||
|
|
2017
|
|
2016
|
|
Interest Rates
|
|
Dates
|
||||
Company level
(a)
|
|
|
|
|
|
|
|
|
|
|
||
Fixed rate mortgages payable
|
|
$
|
181.1
|
|
|
$
|
292.6
|
|
|
3.71%
|
|
2018 to 2021
|
|
|
|
|
|
|
|
|
|
||||
Co-Investment Venture level - consolidated
(b)
|
|
|
|
|
|
|
|
|
|
|
||
Fixed rate mortgages payable
|
|
635.2
|
|
|
636.6
|
|
|
3.23%
|
|
2017 to 2023
|
||
Variable rate mortgage payable (c)
|
|
35.5
|
|
|
35.5
|
|
|
Monthly LIBOR +
1.94%
|
|
2017
|
||
Fixed rate construction loans payable:
|
|
|
|
|
|
|
|
|
||||
Operating (d)
|
|
52.3
|
|
|
—
|
|
|
4.00%
|
|
2018
|
||
In construction
|
|
—
|
|
|
50.9
|
|
|
N/A
|
|
N/A
|
||
Variable rate construction loans payable (e):
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
312.0
|
|
|
498.5
|
|
|
Monthly LIBOR + 2.07%
|
|
2018
|
||
In construction
|
|
19.8
|
|
|
16.4
|
|
|
Monthly LIBOR + 2.15%
|
|
2019 to 2020
|
||
Total Co-Investment Venture level - consolidated
|
|
1,054.8
|
|
|
1,237.9
|
|
|
|
|
|
||
Total Company and Co-Investment Venture level
|
|
1,235.9
|
|
|
1,530.5
|
|
|
|
|
|
||
Plus: unamortized adjustments from business combinations
|
|
—
|
|
|
1.0
|
|
|
|
|
|
||
Less: deferred financing costs, net
|
|
(7.0
|
)
|
|
(9.3
|
)
|
|
|
|
|
||
Total consolidated mortgages and notes payable, net
|
|
$
|
1,228.9
|
|
|
$
|
1,522.2
|
|
|
|
|
|
|
(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)
|
Includes an
$11.3 million
mortgage that matured in April 2017 and was refinanced subsequent to
March 31, 2017
.
|
(d)
|
As of
March 31, 2017
, includes
one
loan with a total commitment of
$53.5 million
. The construction loan includes a
two
year extension option. As of
March 31, 2017
, there is
$1.2 million
remaining to draw under the construction loan. We may elect not to fully draw down any unfunded commitment.
|
(e)
|
As of
March 31, 2017
, includes
seven
loans with total commitments of
$432.0 million
. As of
March 31, 2017
, the Company has partially guaranteed
six
of these loans with total commitments of
$352.0 million
, of which
$68.4 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
March 31, 2017
, there is
$100.3 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
|
||||||
April through December 2017
|
|
$
|
2.8
|
|
|
$
|
180.2
|
|
|
$
|
183.0
|
|
2018
|
|
63.9
|
|
|
368.6
|
|
|
432.5
|
|
|||
2019
|
|
60.4
|
|
|
162.2
|
|
|
222.6
|
|
|||
2020
|
|
1.2
|
|
|
172.9
|
|
|
174.1
|
|
|||
2021
|
|
52.8
|
|
|
108.5
|
|
|
161.3
|
|
|||
Thereafter
|
|
—
|
|
|
62.4
|
|
|
62.4
|
|
|||
Total
|
|
$
|
181.1
|
|
|
$
|
1,054.8
|
|
|
1,235.9
|
|
|
Less: deferred financing costs, net
|
|
|
|
|
|
(7.0
|
)
|
|||||
Total mortgages and notes payable, net
|
|
|
|
|
|
|
|
$
|
1,228.9
|
|
|
|
|
Balance Outstanding
|
|
|
|
|
||||||
|
|
|
March 31,
2017 |
|
December 31,
2016 |
|
Interest Rate as of March 31, 2017
|
|
Maturity Date
|
||||
Company level
|
|
|
|
|
|
|
|
|
|||||
$150 million credit facility (a)
|
|
$
|
—
|
|
|
$
|
10.0
|
|
|
|
|
|
|
$200 million revolving credit facility
|
|
42.0
|
|
|
—
|
|
|
Monthly LIBOR + 2.50%
|
|
January 14, 2019 (b)
|
|||
Total Company level
|
42.0
|
|
|
10.0
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Co-Investment Venture level - consolidated
|
|
|
|
|
|
|
|
|
|||||
Unsecured Credit Facility:
|
|
|
|
|
|
|
|
|
|||||
|
Revolver
|
|
93.0
|
|
|
—
|
|
|
Monthly LIBOR + 2.25%
|
|
March 30, 2021 (b)
|
||
|
Term loan
|
|
100.0
|
|
|
—
|
|
|
Monthly LIBOR + 2.25%
|
|
March 30, 2022
|
||
Total Co-Investment Venture level- consolidated
|
193.0
|
|
|
—
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
Total credit facilities outstanding
|
|
235.0
|
|
|
10.0
|
|
|
|
|
|
|||
Less: deferred financing costs, net
|
(4.9
|
)
|
|
(2.0
|
)
|
|
|
|
|
||||
|
Total credit facilities payable, net
|
$
|
230.1
|
|
|
$
|
8.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
|
|
|
Effective
|
|
|
|
Effective
|
||||
|
|
Amount
|
|
NCI %
(a)
|
|
Amount
|
|
NCI %
(a)
|
||||
PGGM Co-Investment Partner
|
|
$
|
294.7
|
|
|
30% to 45%
|
|
$
|
295.6
|
|
|
30% to 45%
|
MW Co-Investment Partner
|
|
107.1
|
|
|
45%
|
|
109.6
|
|
|
45%
|
||
Developer Partners
|
|
4.3
|
|
|
0% to 10%
|
|
4.1
|
|
|
0% to 10%
|
||
Subsidiary preferred units
|
|
2.0
|
|
|
(b)
|
|
2.0
|
|
|
(b)
|
||
Total non-redeemable NCI
|
|
$
|
408.1
|
|
|
|
|
$
|
411.3
|
|
|
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Distributions paid to noncontrolling interests:
|
|
|
|
|
||||
Operating activities
|
|
$
|
6.3
|
|
|
$
|
6.1
|
|
Investing and financing activities
|
|
1.1
|
|
|
—
|
|
||
Total
|
|
$
|
7.4
|
|
|
$
|
6.1
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
|
|
|
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.
|
|
|
2017
|
|
2016
|
||||||||||
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
|
Units
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding January 1,
|
801,603
|
|
|
$
|
9.48
|
|
|
549,496
|
|
|
$
|
9.64
|
|
|
Granted
|
|
585,280
|
|
|
8.55
|
|
|
376,608
|
|
|
9.20
|
|
||
Exercised
|
|
(104,961
|
)
|
|
9.48
|
|
|
(72,685
|
)
|
|
9.60
|
|
||
Outstanding March 31,
|
|
1,281,922
|
|
|
$
|
9.06
|
|
|
853,419
|
|
|
$
|
9.45
|
|
|
|
|
|
|
|
|
|
|
||||||
Time-based RSUs outstanding
|
|
976,258
|
|
|
$
|
9.70
|
|
|
853,419
|
|
|
$
|
9.45
|
|
Performance-based RSUs outstanding
|
|
305,664
|
|
|
$
|
6.99
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Outstanding January 1,
|
|
123,661
|
|
|
$
|
9.77
|
|
|
20,868
|
|
|
$
|
9.21
|
|
Granted
|
|
75,708
|
|
|
10.36
|
|
|
95,847
|
|
|
9.20
|
|
||
Exercised
|
|
(24,928
|
)
|
|
9.20
|
|
|
(6,414
|
)
|
|
9.21
|
|
||
Forfeited
|
|
(11,523
|
)
|
|
9.55
|
|
|
(2,925
|
)
|
|
9.21
|
|
||
Outstanding March 31,
|
|
162,918
|
|
|
$
|
10.15
|
|
|
107,376
|
|
|
$
|
9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31, |
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Declared
|
|
Declared per Share
|
|
Declared
|
|
Declared per Share
|
||||||||
First quarter
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
Total
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
|
|
Year
|
|
Future Minimum Lease Payments
|
||
April through December 2017
|
|
$
|
0.5
|
|
2018
|
|
0.8
|
|
|
2019
|
|
0.8
|
|
|
2020
|
|
0.8
|
|
|
2021
|
|
0.8
|
|
|
Thereafter
|
|
2.4
|
|
|
Total
|
|
$
|
6.1
|
|
For the Three Months Ended March 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Loss
|
|||||||||||
Other assets
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest rate caps
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Mortgages and notes payable
|
|
$
|
1,235.9
|
|
|
$
|
1,233.7
|
|
|
$
|
1,531.5
|
|
|
$
|
1,533.8
|
|
Less: deferred financing costs, net
|
|
(7.0
|
)
|
|
|
|
(9.3
|
)
|
|
|
||||||
Mortgages and notes payable, net
|
|
$
|
1,228.9
|
|
|
|
|
$
|
1,522.2
|
|
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||
Interest paid, net of amounts capitalized of $1.0 million and $2.4 million in 2017 and 2016, respectively
|
|
$
|
13.9
|
|
|
$
|
11.3
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
||
Transfer of real estate from construction in progress to operating real estate
|
|
5.0
|
|
|
117.3
|
|
||
Distributions payable - regular
|
|
12.5
|
|
|
12.5
|
|
||
Construction costs and other related payables
|
|
18.2
|
|
|
16.3
|
|
Co-Investment Structure
|
|
Number of Multifamily Communities
|
|
Our Effective
Ownership
|
|
PGGM CO-JVs (a)
|
|
21
|
|
|
50% to 70%
|
MW CO-JVs
|
|
14
|
|
|
55%
|
Developer CO-JVs
|
|
2
|
|
|
100%
|
Total CO-JV Multifamily Communities (b)
|
37
|
|
|
|
|
(a)
|
As of
March 31, 2017
and
December 31, 2016
, includes Developer Partners in
18
multifamily communities.
|
(b)
|
Total investments in multifamily communities were
49
and 51 as of
March 31, 2017
and
December 31, 2016
, respectively.
|
•
|
Colorado — Denver market
|
•
|
South Florida — Greater Miami market and Fort Lauderdale market
|
•
|
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
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
|
Number of
|
|
|
|
Number of
|
|
|
||||
|
|
Stabilized
|
|
Number of
|
|
Stabilized
|
|
Number of
|
||||
Geographic Region
|
|
Communities
|
|
Units
|
|
Communities
|
|
Units
|
||||
Colorado (a)
|
|
3
|
|
|
808
|
|
|
4
|
|
|
1,208
|
|
South Florida (a)
|
|
5
|
|
|
1,205
|
|
|
6
|
|
|
1,630
|
|
Georgia
|
|
1
|
|
|
329
|
|
|
1
|
|
|
329
|
|
Mid-Atlantic
|
|
5
|
|
|
1,412
|
|
|
5
|
|
|
1,412
|
|
Nevada
|
|
2
|
|
|
598
|
|
|
2
|
|
|
598
|
|
New England
|
|
4
|
|
|
958
|
|
|
4
|
|
|
958
|
|
Northern California
|
|
5
|
|
|
942
|
|
|
4
|
|
|
821
|
|
Southern California
|
|
7
|
|
|
1,654
|
|
|
7
|
|
|
1,654
|
|
Texas (a)
|
|
9
|
|
|
2,924
|
|
|
10
|
|
|
3,073
|
|
Totals
|
|
41
|
|
|
10,830
|
|
|
43
|
|
|
11,683
|
|
|
|
Physical Occupancy Rates (b)
|
|
Monthly Rental Revenue per Unit (c)
|
||||||||||
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
||||||
Geographic Region
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
Colorado
|
|
93
|
%
|
|
93
|
%
|
|
$
|
1,849
|
|
|
$
|
1,853
|
|
South Florida
|
|
94
|
%
|
|
94
|
%
|
|
2,190
|
|
|
1,949
|
|
||
Georgia
|
|
95
|
%
|
|
92
|
%
|
|
2,031
|
|
|
2,052
|
|
||
Mid-Atlantic
|
|
95
|
%
|
|
94
|
%
|
|
1,985
|
|
|
1,983
|
|
||
Nevada
|
|
97
|
%
|
|
96
|
%
|
|
1,111
|
|
|
1,100
|
|
||
New England
|
|
96
|
%
|
|
95
|
%
|
|
1,767
|
|
|
1,773
|
|
||
Northern California
|
|
95
|
%
|
|
95
|
%
|
|
3,114
|
|
|
3,055
|
|
||
Southern California
|
|
95
|
%
|
|
96
|
%
|
|
2,268
|
|
|
2,256
|
|
||
Texas
|
|
95
|
%
|
|
95
|
%
|
|
1,591
|
|
|
1,627
|
|
||
Totals
|
|
95
|
%
|
|
95
|
%
|
|
$
|
1,967
|
|
|
$
|
1,925
|
|
|
Multifamily Community
|
|
Location
|
|
Number of Units
|
|
Sales Contract Price
|
|||
The District Universal Boulevard
|
|
Orlando, Florida
|
|
425
|
|
|
$
|
78.5
|
|
Skye 2905
|
|
Denver, Colorado
|
|
400
|
|
|
126.0
|
|
|
Grand Reserve
|
|
Dallas, Texas
|
|
149
|
|
|
42.0
|
|
|
Total
|
|
|
|
974
|
|
|
$
|
246.5
|
|
|
|
|
|
|
|
|
(b)
|
Physical occupancy rate is defined as the number of residential units occupied for stabilized multifamily communities as of
March 31, 2017
or
December 31, 2016
divided by the total number of residential units as of the applicable date. Not considered in the physical occupancy rate is rental space designed for other than residential use, which is primarily retail space. As of
March 31, 2017
, our stabilized multifamily communities have approximately
132,000
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
|
|
|
Number of Communities
|
|
Number of Units
|
|
Physical Occupancy Rates
|
||||||||||||
Geographic Region
|
|
March 31,
2017 |
|
December 31,
2016 |
|
March 31,
2017 |
|
December 31,
2016 |
|
March 31,
2017 |
|
December 31,
2016 |
||||||
Mid-Atlantic
|
|
1
|
|
|
1
|
|
|
461
|
|
|
461
|
|
|
77
|
%
|
|
66
|
%
|
New England
|
|
1
|
|
|
1
|
|
|
392
|
|
|
392
|
|
|
74
|
%
|
|
69
|
%
|
Northern California
|
|
—
|
|
|
1
|
|
|
—
|
|
|
121
|
|
|
N/A
|
|
|
84
|
%
|
Southern California
|
|
1
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
18
|
%
|
|
N/A
|
|
Texas
|
|
1
|
|
|
1
|
|
|
365
|
|
|
365
|
|
|
45
|
%
|
|
30
|
%
|
Total
|
|
4
|
|
|
4
|
|
|
1,393
|
|
|
1,339
|
|
|
61
|
%
|
|
59
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Communities
|
|
Number of Units
|
||||||||
Geographic Region
|
|
March 31,
2017 |
|
December 31,
2016 |
|
March 31,
2017 |
|
December 31,
2016 |
||||
Under development and construction:
|
|
|
|
|
|
|||||||
South Florida
|
|
1
|
|
|
1
|
|
|
146
|
|
|
146
|
|
Southern California
|
|
1
|
|
|
1
|
|
|
510
|
|
|
510
|
|
Total
|
|
2
|
|
|
2
|
|
|
656
|
|
|
656
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
Geographic Region
|
|
Number of Communities
|
|
Number of Units
|
|
Number of Communities
|
|
Number of Units
|
||||
Debt investments:
|
|
|
|
|
|
|
|
|
|
|
||
Texas
|
|
2
|
|
|
795
|
|
|
2
|
|
|
795
|
|
Total debt investments
|
2
|
|
|
795
|
|
|
2
|
|
|
795
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
|
Number of Communities
|
|
Units Added to Operations
|
|
% of Total Operating Units (a)
|
|||
April through December 2017
|
|
1
|
|
|
146
|
|
|
1
|
%
|
|
2018
|
|
1
|
|
|
510
|
|
|
4
|
%
|
|
Total
|
|
2
|
|
|
656
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
(a)
|
As of
March 31, 2017
, total operating units were
12,223
and included
four
communities in lease up (including one recent acquisition in lease up).
|
|
|
For the Three Months Ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Rental revenue
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
54.0
|
|
|
$
|
54.0
|
|
|
$
|
—
|
|
Stabilized Non-Comparable
|
|
10.4
|
|
|
3.4
|
|
|
7.0
|
|
|||
Lease up
|
|
5.2
|
|
|
0.7
|
|
|
4.5
|
|
|||
Dispositions and other non-lease up developments
|
|
3.7
|
|
|
7.4
|
|
|
(3.7
|
)
|
|||
Total rental revenue
|
|
$
|
73.3
|
|
|
$
|
65.5
|
|
|
$
|
7.8
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Property operating expenses, including real estate taxes
|
|
|
|
|
|
|
|
|
|
|||
Same Store
|
|
$
|
19.8
|
|
|
$
|
19.5
|
|
|
$
|
0.3
|
|
Stabilized Non-Comparable
|
|
4.2
|
|
|
2.8
|
|
|
1.4
|
|
|||
Lease up
|
|
3.2
|
|
|
1.9
|
|
|
1.3
|
|
|||
Dispositions and other non-lease up developments
|
|
1.4
|
|
|
2.6
|
|
|
(1.2
|
)
|
|||
Corporate property management expense
|
|
2.5
|
|
|
2.6
|
|
|
(0.1
|
)
|
|||
Total property operating expenses, including real estate taxes
|
|
$
|
31.1
|
|
|
$
|
29.4
|
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
For the Three Months Ended
March 31, 2017 |
||||||||||||||||||
|
|
Balance
Outstanding
|
|
Available to Draw
|
|
Interest
Rate
|
|
Average Balance Outstanding
|
|
Average Interest Rate (a)
|
|
Maximum Balance Outstanding
|
||||||||||
Unsecured Credit Facility
|
|
$
|
193.0
|
|
|
$
|
26.4
|
|
|
3.23
|
%
|
|
$
|
4.3
|
|
|
3.23
|
%
|
|
$
|
193.0
|
|
$200 Million Facility
|
|
42.0
|
|
|
158.0
|
|
|
3.48
|
%
|
|
15.4
|
|
|
3.30
|
%
|
|
42.0
|
|
||||
Total credit facilities payable
|
|
235.0
|
|
|
$
|
184.4
|
|
|
|
|
$
|
19.7
|
|
|
|
|
$
|
235.0
|
|
|||
Less: deferred financing costs, net
|
|
(4.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total credit facilities payable, net
|
|
$
|
230.1
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
$
|
181.1
|
|
|
3.71%
|
|
2018 to 2021
|
|
$
|
181.1
|
|
$200 Million Facility (b)
|
|
42.0
|
|
|
Monthly LIBOR + 2.50%
|
|
2019
|
|
42.0
|
|
||
Total Company Level
|
|
223.1
|
|
|
|
|
|
|
223.1
|
|
||
|
|
|
|
|
|
|
|
|
||||
Co-Investment Venture Level - Consolidated:
|
|
|
|
|
|
|
|
|
|
|
||
Permanent mortgages - fixed interest rates
|
|
635.2
|
|
|
3.23%
|
|
2017 to 2023
|
|
365.5
|
|
||
Permanent mortgage - variable interest rate (c)
|
|
35.5
|
|
|
Monthly LIBOR +
1.94%
|
|
2017
|
|
19.6
|
|
||
Construction loans - fixed interest rate (d):
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
52.3
|
|
|
4.00%
|
|
2018
|
|
26.1
|
|
||
Construction loans - variable interest rates (e):
|
|
|
|
|
|
|
|
|
||||
Operating
|
|
312.0
|
|
|
Monthly LIBOR + 2.07%
|
|
2018
|
|
182.0
|
|
||
In construction
|
|
19.8
|
|
|
Monthly LIBOR + 2.15%
|
|
2019 to 2020
|
|
10.9
|
|
||
Unsecured Credit Facility:
|
|
|
|
|
|
|
|
|
||||
Revolver (b)
|
|
93.0
|
|
|
Monthly LIBOR + 2.25%
|
|
2021
|
|
51.6
|
|
||
Term loan
|
|
100.0
|
|
|
Monthly LIBOR + 2.25%
|
|
2022
|
|
55.5
|
|
||
Total Co-Investment Venture Level - Consolidated
|
|
1,247.8
|
|
|
|
|
|
|
711.2
|
|
||
Total Company and Co-Investment Venture level
|
|
1,470.9
|
|
|
|
|
|
|
$
|
934.3
|
|
|
Less: deferred financing costs, net
|
|
(11.9
|
)
|
|
|
|
|
|
|
|||
Total all levels
|
|
$
|
1,459.0
|
|
|
|
|
|
|
|
|
(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 a one year extension option.
|
(c)
|
Includes an $11.3 million mortgage that matured in April 2017 and was refinanced subsequent to
March 31, 2017
.
|
(d)
|
Includes
one
loan with a total commitment of
$53.5 million
and a two year extension option. As of
March 31, 2017
, there is
$1.2 million
remaining to draw under the construction loan. We may elect not to fully draw down on the unfunded commitment.
|
(e)
|
Includes
seven
loans with total commitment of
$432.0 million
. As of
March 31, 2017
, the Company has partially guaranteed
six
of these loans with total commitments of
$352.0 million
, and as of
March 31, 2017
,
$68.4 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
March 31, 2017
, there is
$100.3 million
remaining to draw under the construction loans. We may elect not to fully draw down any unfunded commitment.
|
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
|
|
$
|
104.4
|
|
|
$
|
19.8
|
|
|
$
|
84.6
|
|
|
$
|
54.9
|
|
Operating
|
|
381.1
|
|
|
364.3
|
|
|
16.8
|
|
|
10.1
|
|
||||
Total
|
|
$
|
485.5
|
|
|
$
|
384.1
|
|
|
$
|
101.4
|
|
|
$
|
65.0
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
||||||
April through December 2017 (b)
|
|
$
|
2.8
|
|
|
$
|
180.2
|
|
|
$
|
102.5
|
|
2018
|
|
63.9
|
|
|
368.6
|
|
|
274.8
|
|
|||
2019
|
|
102.4
|
|
|
162.2
|
|
|
206.4
|
|
|||
2020
|
|
1.2
|
|
|
172.9
|
|
|
96.4
|
|
|||
2021
|
|
52.8
|
|
|
201.5
|
|
|
164.1
|
|
|||
Thereafter
|
|
—
|
|
|
162.4
|
|
|
90.1
|
|
|
(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.”
|
(b)
|
Includes an $11.3 million mortgage that matured in April 2017 and was refinanced subsequent to
March 31, 2017
.
|
•
|
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
March 31, 2017
, we have no development investments classified as pre-development.
|
Community
|
|
Location
|
|
Effective Ownership (a)
|
|
Units
|
|
Total Costs Incurred as of March 31, 2017
|
|
Estimated Quarter (“Q”) of Completion(b)
|
|||
Under development and construction:
|
|
|
|
|
|
|
|||||||
Caspian Delray Beach
|
|
Delray Beach, FL
|
|
55%
|
|
146
|
|
|
$
|
41.5
|
|
|
2Q 2017
|
Lucé
|
|
Huntington Beach, CA
|
|
65%
|
|
510
|
|
|
91.5
|
|
|
3Q 2018
|
|
Total development portfolio
|
|
656
|
|
|
$
|
133.0
|
|
|
|
|
(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.
|
(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
March 31, 2017
.
|
|
|
Anticipated Sources of Funding
|
||
Construction loan draws under binding loan commitments
|
|
$
|
88.5
|
|
Co-Investment Venture partner contributions
|
|
10.5
|
|
|
Other
|
|
16.8
|
|
|
Total
|
|
$
|
115.8
|
|
|
|
|
Community
|
|
Location
|
|
Units
|
|
Total Commitment
|
|
Amounts Advanced as of March 31, 2017
|
|
Fixed Interest Rate
|
|
Maturity Date (a)
|
|||||
Mezzanine loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Jefferson at Stonebriar
(b)
|
|
Frisco, TX
|
|
424
|
|
$
|
16.7
|
|
|
$
|
16.7
|
|
|
15.0
|
%
|
|
June 2018
|
Jefferson at Riverside
(b)
|
|
Irving, TX
|
|
371
|
|
10.4
|
|
|
10.4
|
|
|
15.0
|
%
|
|
June 2018
|
||
Total loans
|
|
|
|
795
|
|
$
|
27.1
|
|
|
$
|
27.1
|
|
|
15.0
|
%
|
|
|
|
(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)
|
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 Three Months Ended
March 31, |
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Total
Distributions
Declared (a)
|
|
Declared
Distributions
Per Share (a)
|
|
Total Distributions Declared (a)
|
|
Declared Distributions Per Share (a)
|
||||||||
First Quarter
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
Total
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
$
|
12.5
|
|
|
$
|
0.075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Net income (loss) attributable to common stockholders
|
|
$
|
76.0
|
|
|
$
|
(8.3
|
)
|
Real estate depreciation and amortization (a)
|
|
31.7
|
|
|
29.9
|
|
||
Gains on sales of real estate
|
|
(86.7
|
)
|
|
—
|
|
||
Less: noncontrolling interest adjustments
|
|
(10.1
|
)
|
|
(9.2
|
)
|
||
FFO attributable to common stockholders - NAREIT defined
|
|
$
|
10.9
|
|
|
$
|
12.4
|
|
|
|
|
|
|
||||
GAAP weighted average common shares outstanding - basic
|
|
167.0
|
|
|
166.7
|
|
||
GAAP weighted average common shares outstanding - diluted
|
|
167.8
|
|
|
167.3
|
|
||
|
|
|
|
|
||||
Net income (loss) per common share - basic and diluted
|
|
$
|
0.45
|
|
|
$
|
(0.05
|
)
|
FFO per common share - basic and diluted
|
|
$
|
0.06
|
|
|
$
|
0.07
|
|
|
•
|
For the
three
months ended
March 31, 2017
and
2016
, we capitalized interest of
$1.0 million
and
$2.4 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
three
months ended
March 31, 2017
and
2016
, we incurred
$3.9 million
of GAAP expenses related to our early extinguishment of debt. Of this amount, approximately $3.6 million was paid in cash.
|
•
|
For the
three
months ended
March 31, 2017
, we incurred
$0.9 million
of general and administrative expense, excluding stock compensation expense of
$0.3 million
, related to our elimination of the general counsel position.
|
•
|
For the
three
months ended
March 31, 2017
and
2016
, we incurred stock compensation expense of
$1.1 million
and
$0.6 million
, respectively.
|
|
|
|
|
|
March 31, 2017
|
||
Total Debt per Consolidated Balance Sheet
|
|
$
|
1,459.0
|
|
|||
Plus: Deferred financing costs, net
|
|
11.9
|
|
||||
Less: Noncontrolling Interests Adjustments
|
|
(536.6
|
)
|
||||
Our approximate share of Company and Co-Investment Venture level debt
|
|
$
|
934.3
|
|
•
|
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 and the use of proceeds;
|
•
|
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;
|
•
|
trends affecting our financial condition or results of operations; and
|
•
|
changes to U.S. tax laws and regulations in general or specifically related to REITs or real estate.
|
•
|
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;
|
•
|
we may dispose of multifamily communities due to factors including changes in local market conditions, better future net earnings opportunities or capital reallocation, where the redeployment of the capital may negatively impact our financial results and cash flows;
|
•
|
newly acquired communities may not stabilize according to our estimated schedule, which may negatively impact our financial results and cash flows;
|
•
|
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;
|
•
|
our cash flows may be insufficient to maintain or increase our dividend payments; 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 facilities interest expense
|
|
$
|
(12.0
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
(6.0
|
)
|
|
$
|
(3.0
|
)
|
Interest rate caps
|
|
1.2
|
|
|
0.7
|
|
|
0.2
|
|
|
—
|
|
||||
Cash investments
|
|
1.2
|
|
|
0.9
|
|
|
0.6
|
|
|
0.3
|
|
||||
Total
|
|
$
|
(9.6
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(2.7
|
)
|
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
|
10.1
|
|
Credit Agreement, dated as of March 30, 2017, by and among Monogram Residential Facility I, LLC, as the Borrower, Key Bank National Association, in its capacity as agent, JPMorgan Chase Bank, N.A., and Compass Bank, in their capacity as co-syndication agents, Regions Bank, in its capacity as documentation agent, KeyBanc Capital Markets, Inc., JPMorgan Chase Bank, N.A., and Compass Bank, in their capacity as co-lead arrangers and book runners, and the other lenders named therein, incorporated by reference to Exhibit 10.01 to the Company’s Form 8-K filed on April 4, 2017
|
10.2*
|
|
Form of Three-Year Performance Restricted Stock Unit Award Agreement (Officers) under the Company’s Second Amended and Restated Incentive Award Plan
|
10.3*
|
|
Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Monogram Residential Master Partnership I LP, dated March 30, 2017
|
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 March 31, 2017 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: May 9, 2017
|
|
/s/ Daniel Swanstrom, II
|
|
|
Daniel Swanstrom, II
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1 Year ASYMmetric ETFs Chart |
1 Month ASYMmetric ETFs Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions