Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2016
Preferred Apartment Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
001-34995
27-1712193
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

3284 Northside Parkway NW, Suite 150, Atlanta, Georgia
30327
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code:  (770) 818-4100

 
(Former name or former address, if changed since last report)
_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01    Other Events.

Preferred Apartment Communities, Inc. (the "Company") acquired the following properties that are individually insignificant but that are significant in the aggregate:
 
On January 5, 2016, Main Street Baldwin, LLC completed the acquisition of a fee simple interest in a 528-unit multifamily community in Orlando, Florida ("Baldwin Park") from an unrelated third party.

On April 29, 2016, the below-listed entities completed the acquisition of fee simple interests in six grocery-anchored shopping centers from an unrelated third party:
Purchaser
 
Property
 
Location
New Market - Anderson, LLC
 
Anderson Central
 
Greenville Spartanburg, SC
New Market - East Gate, LLC
 
East Gate Shopping Center
 
Augusta, GA
New Market - Fairview, LLC
 
Fairview Market
 
Greenville Spartanburg, SC
New Market - Furys Ferry, LLC
 
Fury's Ferry
 
Augusta, GA
New Market - Rosewood, LLC
 
Rosewood Shopping Center
 
Columbia, SC
New Market - Southgate, LLC
 
Southgate Village
 
Birmingham, AL

On May 31, 2016, 525 Avalon Park, LLC completed the acquisition of a fee simple interest in a 487-unit multifamily community in Orlando, Florida ("Avalon Park") from an unrelated third party.

Each of the purchasing entities are indirect, wholly owned subsidiaries of Preferred Apartment Communities Operating Partnership, L.P. ("PAC-OP"). The Company is the general partner of, and as of March 31, 2016 was the owner of an approximate 96.3% interest in, PAC-OP.

The aggregate purchase price paid for the above-described property acquisitions (the "Acquired Properties") was approximately $271.9 million, exclusive of acquisition-related and financing-related transaction costs.

This Current Report on Form 8-K is filed to provide certain financial information related to the Acquired Properties.


























Item 9.01    Financial Statements and Exhibits

(a)
Financial Statements of Businesses Acquired.

i) Village at Baldwin Park
F-1
Independent Auditor's Report
F-2
Village at Baldwin Park Combined Statement of Revenues and Certain Expenses for the year ended December 31, 2015
F-3
Notes to the Village at Baldwin Park Combined Statement of Revenues and Certain Expenses
F-4
ii) Southeastern 6 Portfolio
F-5
Independent Auditor's Report
F-6
Southeastern 6 Portfolio Combined Statements of Revenue and Certain Expenses for the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015
F-7
Notes to the Southeastern 6 Portfolio Combined Statements of Revenues and Certain Expenses
F-8
iii) Grandeville at Avalon Park
F-12
Independent Auditor's Report
F-13
Grandeville at Avalon Park Combined Statements of Revenues and Certain Expenses for the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015
F-14
Notes to the Grandeville at Avalon Park Combined Audited Statement of Revenue and Certain Expenses
F-15

(b)
Pro Forma Financial Information.

Unaudited Pro Forma Condensed Consolidated Financial Statements
F-17
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2016
F-18
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2016
F-19
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015
F-20
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
F-21

(c)    Exhibits

23.1
Consent of PriceWaterhouseCoopers LLP
23.2
Consent of KPMG LLP
23.3
Consent of Insero & Co. CPAs, LLP

























VILLAGE AT BALDWIN PARK
COMBINED STATEMENT OF REVENUES AND
CERTAIN EXPENSES
WITH INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED DECEMBER 31, 2015










F-1



INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Stockholders
of Preferred Apartment Communities, Inc.

We have audited the accompanying combined statement of revenues and certain expenses for Village at Baldwin Park (“the Acquired Property”) for the year ended December 31 2015.

Management's Responsibility for the Combined Statement of Revenues and Certain Expenses

Management is responsible for the preparation and fair presentation of the combined statement of revenues and certain expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined statement of revenues and certain expenses that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the combined statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statement of revenues and certain expenses is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenues and certain expenses. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined statement of revenues and certain expenses, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the combined statement of revenues and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined statement of revenues and certain expenses. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined statement of revenues and certain expenses of the Acquired Property presents fairly, in all material respects, the revenues and certain operating expenses described in Note 1 of the Acquired Property for the period ended December 31, 2015 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying combined statement of revenues and certain expenses were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2 and are not intended to be a complete presentation of the Acquired Property's revenues and expenses. Our opinion is not modified with respect to this matter.

PricewaterhouseCoopers LLP

Atlanta, GA
July 15, 2016


F-2



Village at Baldwin Park
 Combined Statement of Revenues and Certain Expenses
for the year ended December 31, 2015



 
 
Year ended December 31, 2015
REVENUES:
 
 
Rental revenue
 
$
8,572,929

Other income
 
511,130

 
 
 
TOTAL REVENUES
 
9,084,059

 
 
 
CERTAIN EXPENSES:
 
 
Salaries and employee benefits
 
680,412

Repairs and maintenance
 
468,860

Utilities
 
62,810

Property management fees
 
331,878

Real estate taxes
 
1,530,278

Property insurance
 
233,079

Professional fees
 
152,898

Miscellaneous operating expenses
 
204,552

 
 
 
TOTAL CERTAIN EXPENSES
 
3,664,767

 
 
 
REVENUES IN EXCESS OF CERTAIN EXPENSES
 
$
5,419,292



See accompanying notes to Combined Statement of Revenues and Certain Expenses.


F-3


VILLAGE AT BALDWIN PARK
NOTES TO THE STATEMENTS OF REVENUE AND CERTAIN EXPENSES


1.
ACQUIRED PROPERTY

Preferred Apartment Communities, Inc. (the “Company”) is a majority owner in Preferred Apartment Communities Operating Partnership, L.P., which acquired the Village at Baldwin Park, a 528-unit multifamily community located in Orlando, Florida (“Baldwin Park”) from an unaffiliated third party (the “Seller”) on January 5, 2016. The accompanying combined statement of revenues and certain operating expenses for the year ended December 31, 2015 of Baldwin Park represents revenues and results of operations for the period preceding the acquisition of Baldwin Park by the Company. Prior to January 5, 2016, the Seller was responsible for the accounting and management decisions of Baldwin Park.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A.    Basis of Presentation

The accompanying combined statement of revenues and certain expenses has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, is not representative of the actual results of operations of the properties for the period presented, due to the exclusion of the following revenues and expenses which may not be comparable to the proposed future operations of Baldwin Park:
Depreciation and amortization
Interest income and expense
Amortization of in place leases and above and below market leases
Other miscellaneous revenue and expenses not directly related to the proposed future operations of the properties.

Except as noted above, management is not aware of any material factors relating to the properties that would cause the reported financial information not to be indicative of future operating results. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of this combined statement of revenues and certain expenses have been included.
B.    Use of Estimates
The preparation of the combined statement of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses. Actual results could differ from those estimates.
C.    Revenue Recognition
Residential properties are leased under operating leases with terms generally of one year or less. Rental revenue for residential leases, which include period of free rent and/or scheduled increases in rental rates over the term of the lease, are recognized on a straight-line basis.

D.    Advertising costs

Advertising costs are expensed when incurred. Advertising costs for the year ended December 31, 2015 totaled $48,724 and are included in miscellaneous operating expenses.

E.     Tenants' accounts receivable and bad debt

Tenants' accounts receivable are charged to bad debt expense when they are determined to be uncollectible based upon a periodic review of the accounts by management. GAAP requires that the allowance method be used to recognize bad debts; however, the effect of using the direct write-off

F-4


VILLAGE AT BALDWIN PARK
NOTES TO THE STATEMENTS OF REVENUE AND CERTAIN EXPENSES


method is not materially different from the results that would have been obtained under the allowance method.

F.    Operating expenses
Operating expenses represent the direct expenses of operating the properties and consist primarily of real estate taxes, payroll, repairs and maintenance, utilities, management fees, insurance and other operating expenses that are expected to continue in the proposed future operations of the properties.

3.
RELATED PARTY

In connection with the management of the rental operations, a property management fee is paid to The Morgan Group, an affiliate. The property management fee is based on the greater of $8,500 per month and 3.5% of gross rental income, as defined in the Management Agreement. For the year ended December 31, 2015, property management fees of $331,878 were charged to Baldwin Park. The Morgan Group is also entitled to reimbursement of gross salaries, payroll taxes and benefits of those employees that operate, manage and maintain Baldwin Park. Such reimbursements totaled $192,057 for the year ended December 31, 2015.

4.
COMMITMENTS AND CONTINGENCIES

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management's knowledge is any material litigation currently threatened against the properties other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

5.
SUBSEQUENT EVENTS

Events that occurred after December 31, 2015 but before the combined financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at December 31, 2015 are recognized in the accompanying combined financial statements. Subsequent events which provide evidence about conditions that existed after December 31, 2015 require disclosure in the accompanying notes. Management evaluated the activity of Baldwin Park through July 15, 2016 (the date the combined financial statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the combined financial statements or disclosure in the notes to combined statement of revenues and certain operating expenses.

6.
CONCENTRATION OF RISK

The Property is located in Orlando, Florida and is subject to the risks of real property ownership and local and national economic growth trends.




F-5











SOUTHEASTERN 6 PORTFOLIO
COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES
WITH INDEPENDENT AUDITOR’S REPORT
FOR THE THREE MONTHS ENDED MARCH 31, 2016 (UNAUDITED) AND
THE YEAR ENDED DECEMBER 31, 2015

F-6



INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Stockholders
Preferred Apartment Communities, Inc.

We have audited the accompanying combined statements of revenues and certain expenses of the Southeastern 6 Portfolio for the year ended December 31, 2015, and the related notes (the Historical Summary).
Management’s Responsibility for the Historical Summary
Management is responsible for the preparation and fair presentation of the Historical Summary in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Summary that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Historical Summary based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Summary. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Historical Summary, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Summary in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Historical Summary.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the combined revenues and certain expenses described in note 2 of Southeastern 6 Portfolio for the year ended December 31, 2015, in accordance with U.S. generally accepted accounting principles.
Emphasis of Matter
We draw attention to note 2 of the Historical Summary, which describes that the accompanying combined statements of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of Securities and Exchange Commission (for inclusion in the filing of Form 8-k of Preferred Apartment Communities, Inc.) and is not intended to be a complete presentation of the Southeastern 6 Portfolio’s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ KPMG LLP
Chicago, Illinois
July 15, 2016


F-7



Southeastern 6 Portfolio
 Combined Statements of Revenues and Certain Expenses
for the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015
 
 
Three Months ended March 31, 2016 (unaudited)
 
Year ended December 31, 2015
REVENUES:
 
 
 
 
Rental revenue
 
$
1,498,596

 
$
5,883,057

Other income
 
43,180

 
3,950

TOTAL REVENUES
 
1,541,776

 
5,887,007

 
 
 
 
 
CERTAIN EXPENSES:
 
 
 
 
Repairs and maintenance
 
94,606

 
373,018

Real estate taxes
 
149,094

 
534,278

Property management fees
 
55,841

 
192,544

Insurance
 
10,991

 
49,706

Utilities
 
37,702

 
163,295

Bad debt expense
 
1,906

 
56,207

Professional fees
 
5,352

 
36,612

General and administrative
 
21,923

 
187,230

TOTAL CERTAIN EXPENSES
 
377,415

 
1,592,890

 
 
 
 
 
REVENUES IN EXCESS OF CERTAIN EXPENSES
 
$
1,164,361

 
$
4,294,117







See accompanying notes to Combined Statements of Revenues and Certain Expenses.


F-8


SOUTHEASTERN 6 PORTFOLIO
NOTES TO THE COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES


1.
ORGANIZATION

Preferred Apartment Communities, Inc. (the “Company”) was formed as a Maryland corporation on September 18, 2009, and has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, effective with its tax year ended December 31, 2011. The Company was formed to acquire multifamily and retail properties in select targeted markets throughout the United States. The Company is a majority owner in Preferred Apartment Communities Operating Partnership, L.P., which acquired the below retail properties (the “Southeastern 6 Portfolio”) from an unaffiliated third party (the “Seller”) on April 29, 2016. Prior to April 29, 2016, the Seller was responsible for all accounting and management decisions of the properties.
 
 
 
 
Unaudited
Property
 
Location
 
Anchor/SF
 
Total SF
 
Occupancy as of March 31, 2016
Anderson Central
 
Greenville Spartanburg, SC
 
Wal Mart / 183,211
 
223,211

 
97.1
%
East Gate Shopping Center
 
Augusta, GA
 
Publix / 56,146
 
75,716

 
89.5
%
Fairview Market
 
Greenville Spartanburg, SC
 
Publix / 37,888
 
53,888

 
100.0
%
Fury's Ferry
 
Augusta, GA
 
Publix / 47,955
 
70,458

 
93.8
%
Rosewood Shopping Center
 
Columbia, SC
 
Publix / 27,887
 
36,887

 
90.2
%
Southgate Village
 
Birmingham, AL
 
Publix / 46,733
 
75,092

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
535,252

 
 


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.Basis of Presentation

The accompanying combined statements of revenues and certain expenses has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the properties, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Southeastern 6 Portfolio:
Depreciation expense;
Interest expense, including amortization of mortgage loan origination costs;
Amortization of in place leases and lease origination costs;
Amortization of mortgage discounts and premiums, and
Corporate payroll cost allocations

Except as noted above, management is not aware of any material factors relating to the properties that would cause the reported financial information not to be indicative of future operating results. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of these combined statements of revenues and certain expenses have been included.
B.
Use of Estimates
The preparation of these combined statements of revenues and certain expenses in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of revenues and certain expenses. Actual results could differ from those estimates.


F-9


SOUTHEASTERN 6 PORTFOLIO
NOTES TO THE COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES


C.    Revenue Recognition
Rental revenue is recognized on a straight-line basis. As such, the rental revenue for those leases that contain rent abatements and contractual increases are recognized on a straight-line basis over the applicable terms of the related lease. Percentage rents, which are based on tenants’ sales, are recognized once the sales reported by such tenants exceed any applicable breakpoints as specified in the tenants’ leases. The percentage rents are recognized based upon the measurement dates specified in the leases. Reimbursements from tenants for real estate taxes, insurance and other shopping center operating expenses are recognized as revenue in the period that the applicable costs are incurred.

D.    Operating expenses

Operating expenses represent the direct expenses of operating the properties and consist primarily of repairs and maintenance, real estate taxes, management fees, insurance, utilities and other operating expenses that are expected to continue in the proposed future operations of the properties.

E.     Subsequent events

Events that occurred after April 29, 2016 but before the combined financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at April 29, 2016 are recognized in the accompanying combined financial statements. Subsequent events which provide evidence about conditions that existed after April 29, 2016 require disclosure in the accompanying notes. Management evaluated the activity of the Southeastern 6 Portfolio through July 15, 2016 (the date the combined financial statements were available to be issued) and concluded that no subsequent events have occurred that would require recognition in the combined financial statements or disclosure in the notes to combined statements of revenues and certain expenses.

3.
OPERATING LEASES

The future minimum lease payments to be received under non-cancelable operating leases in effect as of December 31, 2015 are as follows:
2016
 
$
4,794,214

2017
 
4,650,166

2018
 
3,971,296

2019
 
2,480,188

2020
 
1,648,035

thereafter
 
1,240,495

 
 
 
Total
 
$
18,784,394


4.
COMMITMENTS AND CONTINGENCIES

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management's knowledge is any material litigation currently threatened against the properties other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

5.
RELATED PARTY

In connection with the management of the rental operations, a property management fee was paid to an affiliated internal property manager. The property management fee was calculated as 3.25% of gross cash receipts, as

F-10


SOUTHEASTERN 6 PORTFOLIO
NOTES TO THE COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES


defined in the Property Management and Leasing Agreement. Property management fees of $55,841 (unaudited) and $192,544, were recorded for the three-month period ended March 31, 2016 and the year ended December 31, 2015, respectively.


6.    CONCENTRATION OF RISK

The Southeastern 6 Portfolio’s real estate assets are located in the southeastern region of the United States. These concentrations of assets are subject to the risks of real property ownership and local and national economic growth trends.

The Southeastern 6 Portfolio earned approximately 63% of its base rent revenue from each of its anchor tenants for the year ended December 31, 2015. The loss of either of these two tenants could have a significant negative impact on operations.
    



F-11










GRANDEVILLE ON AVALON PARK
COMBINED STATEMENT OF REVENUES AND CERTAIN EXPENSES
WITH INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED DECEMBER 31, 2015

F-12



INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of Preferred Apartment Communities, Inc.
Atlanta, Georgia

Report on the Financial Statements

We have audited the accompanying Statement of Revenue and Certain Expenses of Grandeville on Avalon Park (the Property) for the year ended December 31, 2015, and the related notes to the Statement of Revenue and Certain Expenses.

Management’s Responsibility for the Statement of Revenue and Certain Expenses

Management is responsible for the preparation and fair presentation of the Statement of Revenue and Certain Expenses in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement of Revenue and Certain Expenses that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Statement of Revenue and Certain Expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement of Revenue and Certain Expenses is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement of Revenue and Certain Expenses. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Statement of Revenue and Certain Expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Statement of Revenue and Certain Expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement of Revenue and Certain Expenses.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statement of Revenue and Certain Expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 2 to the Statement of Revenue and Certain Expenses of the Property for the year ended December 31, 2015, in accordance with accounting principles generally accepted in the United States of America.

Basis of Presentation

As described in Note 2 to the Statement of Revenue and Certain Expenses, the accompanying Statement of Revenue and Certain Expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Form 8-K of Registrant) and is not intended to be a complete presentation of the Property’s revenue and expenses. Our opinion is not modified with respect to this matter.

Insero & Co. CPAs, LLP
Certified Public Accountants
Rochester, New York
July 15, 2016

F-13



Grandeville on Avalon Park
Statements of Revenues and Certain Expenses
For the three months ended March 31, 2016 (unaudited) and
the year ended December 31, 2015

 
 
Three months ended March 31, 2016
 
Year ended December 31, 2015
REVENUES:
 
 
 
 
Rent, net
 
$
1,775,643

 
$
6,834,491

Other income
 
134,904

 
573,099

 
 
 
 
 
TOTAL REVENUES
 
1,910,547

 
7,407,590

 
 
 
 
 
CERTAIN EXPENSES:
 
 
 
 
Real estate taxes
 
260,751

 
966,110

Repairs and maintenance
 
146,844

 
478,800

Payroll and payroll taxes
 
142,706

 
561,515

Insurance
 
59,325

 
294,017

Management fees
 
58,652

 
226,892

Utilities
 
29,808

 
150,781

General and administrative
 
28,022

 
142,135

Advertising
 
7,174

 
29,298

 
 
 
 
 
TOTAL CERTAIN EXPENSES
 
733,282

 
2,849,548

 
 
 
 
 
REVENUES IN EXCESS OF CERTAIN EXPENSES
 
$
1,177,265

 
$
4,558,042





See accompanying notes to Statements of Revenue and Certain Expenses.


F-14



GRANDEVILLE ON AVALON PARK
NOTES TO THE STATEMENTS OF REVENUE AND CERTAIN EXPENSES


1.
Nature of Business

Preferred Apartment Communities, Inc. (the “Company”) was formed as a Maryland corporation on September 18, 2009, and has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, effective with its tax year ended December 31, 2011. The Company was formed to acquire multifamily and retail properties in select targeted markets throughout the United States. The Company is a majority owner in Preferred Apartment Communities Operating Partnership, L.P., which acquired the multifamily apartment complex, Grandeville on Avalon Park (the "Property"), from an unaffiliated third party (the "Seller") on May 31, 2016. Prior to May 31, 2016, the Seller was responsible for all accounting and management decisions of the property.

2.
Summary of Significant Accounting Policies

Basis of Presentation

The accompanying statements of revenues and certain expenses include the operations of Grandeville on Avalon Park. The Property consists of a 487-unit multifamily residential apartment complex, related amenities, and land located in Orlando, Florida.

The accompanying statements of revenues and certain expenses relate to the Property and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the statement is not representative of the actual operations for the periods presented as revenues and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Property, have been excluded. Such items include depreciation, amortization, interest expense, interest income and other miscellaneous revenue and expenses not directly related to the proposed future operations of the Property.

The statement of revenue and certain expenses for the three-month period ended March 31, 2016 is unaudited. However, in the opinion of management, all normal recurring adjustments necessary for the fair presentation of this statement of revenue and certain expenses for the interim period on the basis described above have been included. The results for such an interim period are not necessarily indicative of the results for the entire year.

Revenue Recognition

The Property reports on the accrual basis of accounting which recognizes income when earned and expenses when incurred. The accompanying statement of revenue and certain expenses has been presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Rental revenue is recognized on a straight-line basis and is presented net of vacancies and concessions. Rental payments received in advance are deferred until earned. All leases between the Property and the tenants of the property are operating leases. Other income is comprised of garage and storage rental, and other miscellaneous renter related fees, which is recognized when earned.

Use of Estimates

The preparation of the statement of revenue and expenses in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses. Actual results could differ from those estimates.

Operating Expenses

Operating expenses represent the direct expenses of operating the Property and consist primarily of real estate taxes, payroll, repairs and maintenance, utilities, management fees, insurance and other operating expenses that are expected to continue in the proposed future operations of the Property.

F-15



GRANDEVILLE ON AVALON PARK
NOTES TO THE STATEMENTS OF REVENUE AND CERTAIN EXPENSES



Subsequent Events
    
In preparing the statement of revenue and certain expenses, the Company has evaluated events through July 15, 2016, the date that the financial statements were available to be issued.

3.
Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management’s knowledge is any material litigation currently threatened against the Property other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

4.
Related Party

The Property is managed by an affiliate of the Seller. The management agreement provides that the management agent shall receive a monthly management fee equal to 3% of gross revenues collected from operations. Property management fees were $58,652 (unaudited) and $226,892 for the three-month period ended March 31, 2016 and the year ended December 31, 2015, respectively.

5.
Concentration of Risk

The Property is located in Orlando, Florida and is subject to the risks of real property ownership and local and national economic growth trends.


F-16



UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    
The Company’s unaudited pro forma condensed consolidated balance sheet at March 31, 2016 illustrates the estimated effects of the purchase of the Village at Baldwin Park property, Southeastern 6 Portfolio, and the Grandeville Avalon Park property referred to in Item 8.01 above (the Transactions) as if they had occurred on such date.

The accompanying unaudited pro forma condensed consolidated statements of operations of the Company are presented for the three months ended March 31, 2016 and the year ended December 31, 2015 (the "Pro Forma Periods"), illustrates the estimated effects of the purchase of the Village at Baldwin Park property, Southeastern 6 Portfolio, and the Grandeville Avalon Park property referred to in Item 8.01 above (the Transactions) as if they had occurred on January 1, 2015.
 
This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company's financial results as if the transactions reflected herein had occurred on the date or been in effect during the period indicated. This pro forma condensed consolidated financial information should not be viewed as indicative of the Company's financial results in the future and should be read in conjunction with the Company's financial statements as filed on Form 10-K for the year ended December 31, 2015 and on Form 10-Q for the interim period ended March 31, 2016.



F-17



Preferred Apartment Communities, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of March 31, 2016
 
PAC REIT Historical
(See Note 1)
 
Southeastern 6 Portfolio and Avalon Park (See Note 1)
 
PAC REIT
Pro Forma
Assets
 
 
 
 
 
Real estate
 
 
 
 
 
Land
$
174,662,174

 
$
21,462,756

A
$
196,124,930

Building and improvements
908,022,540

 
128,821,613

A
1,036,844,153

Tenant improvements
6,029,479

 
1,094,814

A
7,124,293

Furniture, fixtures, and equipment
102,159,856

 
1,772,587

A
103,932,443

Construction In progress
814,623

 

 
814,623

Gross real estate
1,191,688,672

 
153,151,770

 
1,344,840,442

Less: accumulated depreciation
(59,160,582
)
 

 
(59,160,582
)
Net real estate
1,132,528,090

 
153,151,770

 
1,285,679,860

Real estate held for sale
33,666,369

 

 
33,666,369

Real estate loans, net of deferred fee income
169,409,097

 

 
169,409,097

Real estate loans to related parties, net
91,221,265

 

 
91,221,265

Total real estate and real estate loans, net
1,426,824,821

 
153,151,770

 
1,579,976,591

 
 
 
 
 
 
Cash and cash equivalents
4,703,505

 
(6,404,715
)
B
(1,701,210
)
Restricted cash
13,597,705

 
1,103,475

A
14,701,180

Notes receivable
12,864,229

 

 
12,864,229

Note receivable and line of credit to related party
26,181,955

 

 
26,181,955

Accrued interest receivable on real estate loans
13,219,191

 

 
13,219,191

Acquired intangible assets, net of amortization
22,094,521

 
8,703,968

A
30,798,489

Deferred loan costs for revolving line of credit
443,654

 

 
443,654

Deferred offering costs
5,031,237

 

 
5,031,237

Tenant receivables and other assets
11,874,629

 
213,781

A
12,088,410

 
 
 
 
 
 
Total assets
$
1,536,835,447

 
$
156,768,279

 
$
1,693,603,726

 
 
 
 
 
 
Liabilities and equity
 
 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
Mortgage notes payable, principal amount
$
818,291,100

 
$
90,000,000

B
$
908,291,100

Less: deferred loan costs, net of amortization
(10,642,652
)
 
(1,814,715
)
B
(12,457,367
)
Mortgage notes payable, net of deferred loan costs
807,648,448

 
88,185,285

B
895,833,733

Mortgage note held for sale
28,109,000

 

 
28,109,000

Revolving line of credit
17,000,000

 
68,000,000

B
85,000,000

Term note payable
30,000,000

 

 
30,000,000

Less: deferred loan costs
(5,611
)
 

 
(5,611
)
Term note payable, net of deferred loan costs
29,994,389

 

 
29,994,389

Real estate loan participation obligation
13,769,962

 

 
13,769,962

Accounts payable and accrued expenses
12,274,575

 
599,059

A
12,873,634

Accrued interest payable
2,524,558

 

 
2,524,558

Dividends and partnership distributions payable
7,322,267

 

 
7,322,267

Acquired below market lease intangibles
8,899,620

 
1,038,185

A
9,937,805

Security deposits and other liabilities
3,466,767

 
385,750

A
3,852,517

Total liabilities
931,009,586

 
158,208,279

 
1,089,217,865

 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
Stockholder's equity
 
 
 
 
 
Series A Redeemable Preferred Stock, $0.01 par value per share;
 
 
 
 
 
1,050,000 shares authorized; 587,219 shares issued and
 
 
 
 
 
583,110 shares outstanding
5,831

 

 
5,831

Common Stock, $0.01 par value per share; 400,066,666 shares
 
 
 
 
 
authorized; 23,063,026 shares issued and outstanding
230,630

 

 
230,630

Additional paid-in capital
621,265,574

 

 
621,265,574

Accumulated deficit
(16,999,449
)
 
(1,440,000
)
C
(18,439,449
)
Total stockholders' equity
604,502,586

 
(1,440,000
)
 
603,062,586

Non-controlling interest
1,323,275

 

 
1,323,275

Total equity
605,825,861

 
(1,440,000
)
 
604,385,861

 
 
 
 
 
 
Total liabilities and equity
$
1,536,835,447

 
$
156,768,279

 
$
1,693,603,726


The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.

F-18


Preferred Apartment Communities, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Three Months Ended March 31, 2016

 
 
PAC REIT Historical
(See note 1)
 
Acquired Southeastern 6 Portfolio (See note 1)
 
Acquired Avalon Park (See note 1)
 
Other Pro Forma Adjustments
(See note 1)
 
PAC REIT
Pro Forma
Revenues:
 
 
 
 
 
 
 
 
 
Rental revenues
$
28,255,599

 
$
1,498,596

 
$
1,775,643

 
$
56,767

AA
$
31,586,605

Other property revenues
3,760,083

 
43,180

 
134,904

 

 
3,938,167

Interest income on loans and notes receivable
6,942,159

 

 

 

 
6,942,159

Interest income from related parties
2,777,940

 

 

 

 
2,777,940

Total revenues
41,735,781

 
1,541,776

 
1,910,547

 
56,767

 
45,244,871

 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
Property operating and maintenance
4,021,362

 
132,308

 
183,826

 

 
4,337,496

Property salary and benefits reimbursement to
 
 
 
 
 
 
 
 
 
related party
2,363,463

 

 
142,706

 

 
2,506,169

Property management fees
1,228,021

 
55,841

 
58,652

 
15,125

BB
1,357,639

Real estate taxes
5,173,441

 
149,094

 
260,751

 

 
5,583,286

General and administrative
919,952

 
21,923

 
28,022

 

 
969,897

Equity compensation to directors and
 
 
 
 
 
 
 
 
 
executives
610,425

 

 

 

 
610,425

Depreciation and amortization
15,346,726

 

 

 
1,066,892

CC
16,413,618

Acquisition and pursuit costs
2,652,705

 

 

 
(1,959,956
)
DD
692,749

Acquisition fees to related parties
110,880

 

 

 

 
110,880

Asset management fees to related party
2,766,086

 

 

 
419,098

EE
3,185,184

Insurance, professional fees and other expenses
1,306,981

 
18,249

 
59,325

 

 
1,384,555

Total operating expenses
36,500,042

 
377,415

 
733,282

 
(458,841
)
 
37,151,898

Contingent asset management and general and
 
 
 
 
 
 
 
 
 
administrative expense fees
(269,601
)
 
 
 

 

 
(269,601
)
 
 
 
 
 
 
 
 
 
 
Net operating expenses
36,230,441

 
377,415

 
733,282

 
(458,841
)
 
36,882,297

 
 
 
 
 
 
 
 
 
 
Operating income (loss)
5,505,340

 
1,164,361

 
1,177,265

 
515,608

 
8,362,574

Interest expense
8,894,830

 

 

 
1,577,239

FF
10,472,069

 
 
 
 
 
 
 
 
 
 
Net (loss) income
(3,389,490
)
 
1,164,361

 
1,177,265

 
(1,061,631
)
 
(2,109,495
)
Consolidated net loss attributable to
 
 
 
 
 
 
 
 
 
non-controlling interests
88,561

 

 

 
(33,280
)
GG
55,281

 
 
 
 
 
 
 
 
 
 
Net (loss) income attributable to the Company
(3,300,929
)
 
1,164,361

 
1,177,265

 
(1,094,911
)
 
(2,054,214
)
 
 
 
 
 
 
 
 
 
 
Dividends declared to Series A preferred
 
 
 
 
 
 
 
 
 
stockholders
(7,881,735
)
 

 

 

 
(7,881,735
)
Earnings attributable to unvested restricted stock
(1,451
)
 

 

 

 
(1,451
)
 
 
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders
$
(11,184,115
)
 
$
1,164,361

 
$
1,177,265

 
$
(1,094,911
)
 
$
(9,937,400
)
 
 
 
 
 
 
 
 
 
 
Net loss per share of Common Stock available to
 
 
 
 
 
 
 
 
 
common stockholders, basic and diluted
$
(0.49
)
 
 
 
 
 
 
 
$
(0.43
)
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common
 
 
 
 
 
 
 
 
 
Stock outstanding, basic and diluted
22,983,741

 
 
 
 
 
 
 
22,983,741



The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.


F-19


Preferred Apartment Communities, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2015


 
PAC REIT Historical
(See note 1)
 
Acquired Southeastern 6 Portfolio (See note 1)
 
Acquired Avalon Park (See note 1)
 
Acquired Baldwin Park (See note 1)
 
Other Pro Forma Adjustments
(See note 1)
 
PAC REIT
Pro Forma
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental revenues
$
69,128,280

 
$
5,883,057

 
$
6,834,491

 
$
8,572,929

 
$
255,086

AA
$
90,673,843

Other property revenues
9,495,522

 
3,950

 
573,099

 
511,130

 

 
10,583,701

Interest income on loans and notes receivable
23,207,610

 

 

 

 

 
23,207,610

Interest income from related parties
7,474,100

 

 

 

 

 
7,474,100

Total revenues
109,305,512

 
5,887,007

 
7,407,590

 
9,084,059

 
255,086

 
131,939,254

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
10,878,872

 
536,313

 
658,879

 
531,670

 

 
12,605,734

Property salary and benefits reimbursement to related
 
 
 
 
 
 
 
 
 
 
 
party
5,885,242

 

 
561,515

 
680,412

 

 
7,127,169

Property management fees
3,014,801

 
192,544

 
226,892

 
331,878

 
127,880

BB
3,893,995

Real estate taxes
9,934,412

 
534,278

 
966,110

 
1,530,278

 

 
12,965,078

General and administrative
2,285,789

 
187,230

 
142,135

 
204,552

 

 
2,819,706

Equity compensation to directors and executives
2,362,453

 

 

 

 

 
2,362,453

Depreciation and amortization
38,096,334

 

 

 

 
16,946,012

CC
55,042,346

Acquisition and pursuit costs
4,186,092

 

 

 

 
(23,433
)
DD
4,162,659

Acquisition fees to related parties
4,967,671

 

 

 

 

 
4,967,671

Asset management fees to related party
7,041,226

 

 

 

 
1,836,915

EE
8,878,141

Insurance, professional fees and other expenses
3,568,356

 
142,524

 
294,017

 
385,977

 

 
4,390,874

Total operating expenses
92,221,248

 
1,592,889

 
2,849,548

 
3,664,767

 
18,887,374

 
119,215,826

Asset management and general and administrative
 
 
 
 
 
 
 
 
 
 
 
expense fees deferred
(1,805,478
)
 

 
 
 

 

 
(1,805,478
)
 
 
 
 
 
 
 
 
 
 
 
 
Net operating expenses
90,415,770

 
1,592,889

 
2,849,548

 
3,664,767

 
18,887,374

 
117,410,348

 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
18,889,742

 
4,294,118

 
4,558,042

 
5,419,292

 
(18,632,288
)
 
14,528,906

Interest expense
21,315,731

 

 

 

 
10,517,665

FF
31,833,396

 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income
(2,425,989
)
 
4,294,118

 
4,558,042

 
5,419,292

 
(29,149,953
)
 
(17,304,490
)
Consolidated net loss attributable to
 
 
 
 
 
 
 
 
 
 
 
non-controlling interests
25,321

 

 

 

 
184,493

GG
209,814

 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income attributable to the Company
(2,400,668
)
 
4,294,118

 
4,558,042

 
5,419,292

 
(28,965,460
)
 
(17,094,676
)
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared to Series A preferred stockholders
(18,751,934
)
 

 

 

 

 
(18,751,934
)
Earnings attributable to unvested restricted stock
(19,256
)
 

 

 

 

 
(19,256
)
 
 
 
 
 
 
 
 
 
 
 
 
Net (loss) income attributable to common stockholders
$
(21,171,858
)
 
$
4,294,118

 
$
4,558,042

 
$
5,419,292

 
$
(28,965,460
)
 
$
(35,865,866
)
 
 
 
 
 
 
 
 
 
 
 
 
Net loss per share of Common Stock available to
 
 
 
 
 
 
 
 
 
 
 
common stockholders, basic and diluted
$
(0.31
)
 
 
 
 
 
 
 
 
 
$
(0.61
)
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average number of shares of Common Stock
 
 
 
 
 
 
 
 
 
 
outstanding, basic and diluted
22,182,971

 
 
 
 
 
 
 
 
 
22,182,971


The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.


F-20


Preferred Apartment Communities, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

1.    Basis of Presentation

Preferred Apartment Communities, Inc. was formed as a Maryland corporation on September 18, 2009, and elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, effective with its tax year ended December 31, 2011. Unless the context otherwise requires, references to the "Company", "we", "us", or "our" refer to Preferred Apartment Communities, Inc., together with its consolidated subsidiaries, including Preferred Apartment Communities Operating Partnership, L.P., or the Operating Partnership. The Company was formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of its business strategy, the Company may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and may make mezzanine loans, provide deposit arrangements, or provide performance assurances, as may be necessary or appropriate, in connection with the development of multifamily communities and other properties. As a secondary strategy, the Company also may acquire or originate senior mortgage loans, subordinate loans or mezzanine debt secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest not more than 20% of its assets in other real estate related investments such as owned grocery-anchored shopping centers, senior mortgage loans, subordinate loans or mezzanine debt secured by interests in grocery-anchored shopping centers, membership or partnership interests in grocery-anchored shopping centers and other grocery-anchored related assets, as determined by its Manager (as defined below) as appropriate for the Company. The Company is externally managed and advised by Preferred Apartment Advisors, LLC, or its Manager, a Delaware limited liability company and a related party.

On January 5, 2016, the Company acquired the Village at Baldwin Park, a 528-unit multifamily community located in Orlando, Florida ("Baldwin Park").

On April 29, 2016, the the Company acquired six grocery-anchored shopping centers, collectively referred to as the "Southeastern 6 Portfolio":
Property
 
Gross leasable area
 
Location
Anderson Central
 
223,211

 
Greenville Spartanburg, SC
East Gate Shopping Center
 
75,716

 
Augusta, GA
Fairview Market
 
53,888

 
Greenville Spartanburg, SC
Fury's Ferry
 
70,458

 
Augusta, GA
Rosewood Shopping Center
 
36,887

 
Columbia, SC
Southgate Village
 
75,092

 
Birmingham, AL

On May 31, 2016, the Company acquired Grandeville on Avalon Park, a 487-unit multifamily community located in Orlando, Florida ("Avalon Park"). All of the above acquisitions were acquired from unrelated third parties, for an aggregate purchase price of $271.9 million.

The Unaudited Pro Forma Condensed Consolidated Balance Sheet includes three columns.  The first column labeled "PAC REIT Historical" represents the actual financial position of the Company as of March 31, 2016 and therefore includes Baldwin Park, which was acquired during the three-month period ended March 31, 2016. The second column, entitled "Southeastern 6 Portfolio and Avalon Park" represents the pro forma adjustments required in order to reflect the balance sheet impact of the addition of these acquired assets as if each of the acquisitions had occurred on March 31, 2016, including the new mortgage financing. The third column, entitled "PAC REIT pro forma" presents the combined pro forma condensed consolidated balance sheet of the Company as of March 31, 2016. The Unaudited Pro Forma Condensed Consolidated Balance Sheet assumes the acquisitions of the Southeastern 6 Portfolio and Avalon Park occurred on March 31, 2016.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three month period ended March 31, 2016 includes four columns.  The first column labeled "PAC REIT Historical" represents the actual results of operations for the three months ended March 31, 2016 and therefore includes the results of operations for Baldwin

F-21


Preferred Apartment Communities, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Park. The second and third columns, entitled "Acquired Southeastern 6 Portfolio" and "Acquired Avalon Park" represent the historical revenues and expenses of the assets underlying those properties for the three months ended March 31, 2016. The fourth column, entitled "Other Pro Forma Adjustments" represents the pro forma adjustments required to reflect the acquired properties as described in note 3. The fifth column, entitled "PAC REIT pro forma" presents the combined pro forma results of operations of the Company for the three months ended March 31, 2016.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015 includes five columns, with the additional column representing the historical revenues and expenses of Baldwin Park for the year ended December 31, 2015.

The results presented on the Unaudited Pro Forma Condensed Consolidated Statements of Operations assume these acquisitions closed on January 1, 2015 and present pro forma operating results for the three months ended March 31, 2016 and the year ended December 31, 2015. These Unaudited Pro Forma Financial Statements should not be considered indicative of future results.

2.      Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(A)     The Company allocated the purchase prices of the Lenox Village Portfolio to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities, but is preliminary and is subject to refinement for a period of up to one year from the closing of the acquisition.
 
Southeastern 6 Portfolio
 
Avalon Park
 
Total
Land
$
14,051,265

 
$
7,411,491

 
$
21,462,756

Building As-If Vacant
44,076,492

 
77,633,042

 
121,709,534

Site Improvements
4,595,180

 
2,516,899

 
7,112,079

Above Market Leases
86,176

 

 
86,176

Below Market Leases
(1,038,185
)
 

 
(1,038,185
)
Furniture, fixtures & equipment

 
1,772,587

 
1,772,587

Tenant Improvements
1,094,814

 

 
1,094,814

In Place - LCs and Legal
980,489

 

 
980,489

In Place - Forgone Rent/Expense
4,895,709

 
2,741,594

 
7,637,303

Restricted cash
176,031

 
927,444

 
1,103,475

Other assets / prepaids
114,484

 
99,297

 
213,781

Security deposits, prepaid rents and other liabilities
(178,127
)
 
(207,623
)
 
(385,750
)
Accounts payable and accrued expenses
(204,328
)
 
(394,731
)
 
(599,059
)
 
 
 
 
 
 
Net assets acquired
68,650,000

 
92,500,000

 
161,150,000


The costs of the acquired tangible and intangible assets were determined based on estimates of their fair value.  The fair value of the buildings was estimated on an as-if-vacant basis, based on relevant information obtained in connection with the acquisition of these properties and is to be depreciated on a straight-line basis over their estimated remaining useful lives of 40 years. Retail tenant improvements are depreciated over the remaining individual non-cancelable lease terms. The acquired furniture, fixtures & equipment are to be depreciated on a straight-line basis over their estimated remaining useful lives, which range from 2.5 years to ten years. The estimated fair value of acquired in-place leases are estimates of the costs the Company would have incurred to lease the property to the occupancy level of the properties at the dates of acquisition. The acquired multifamily in-place leases are to be amortized over the average remaining lease terms. Above-market leases, below-market leases, and retail in-place leases are to be amortized over the remaining individual non-cancelable lease terms.

(B)    The Company financed the acquisition of the Southeastern Portfolio and Avalon Park with a combination of new mortgage indebtedness, draws on its revolving line of credit (see note 3.EE, below) and with cash on hand. The

F-22


Preferred Apartment Communities, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

deferred loan origination costs are to be amortized over the lives of the loans using the effective interest method and include loan coordination fees of $2,684,800, which were paid to the Company's Manager. The pro forma adjustment to cash was calculated as follows:

Proceeds from mortgage debt financing on Southeastern 6 Portfolio and Avalon Park
 
$
90,000,000

Proceeds from draw on revolving line of credit
 
68,000,000

less:
 
 
Purchase price of Southeastern 6 Portfolio and Avalon Park
 
(161,150,000
)
Loan coordination fees
 
(1,440,000
)
Deferred loan costs
 
(1,814,715
)
 
 
 
Net cash adjustment
 
$
(6,404,715
)

(C)     The adjustment to accumulated deficit is to reflect the pro forma loan coordination fee due to the Manager of 1.6% of the amount of debt placed on the Southeastern 6 Portfolio and Avalon Park.

3.     Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations
 
The adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2016 are as follows:

(AA)    Reflected in the pro forma adjustment is the Company's estimate of the amount of below-market retail leases which are to be amortized into income over the actual underlying lease terms.

(BB)    Effective with the purchase of Avalon Park by the Company, the management will be assumed by Preferred Residential Management, an affiliate of the Company and the property management fee will be 4% of monthly gross rental income, as stipulated in the Management Agreement. The Southeastern 6 Portfolio will be managed in tandem by New Market Advisors, an affiliate of the Company and another unrelated third party. The management fee will be 4% of monthly gross rental income for all the assets except for Anderson Central, which will be charged 3% of gross monthly income. The pro forma adjustments reflect this additional cost burden on the Acquired Properties' operations.    

(CC)    Reflected in the pro forma adjustment is the Company's estimate of the depreciation and amortization charges that would have been incurred by Avalon Park, the Southeastern 6 Portfolio, and the pro forma adjusted depreciation and amortization for Baldwin Park. The adjustments utilize a straight-line depreciation method using 40 year remaining useful lives for buildings, five to ten years for acquired furniture, fixtures and equipment, and for remaining lease terms ranging from one month to 12.5 years for tenant improvements in the Southeastern 6 Portfolio. Also included is the amortization of the estimated fair values of the acquired intangible assets for the Southeastern 6 Portfolio, which are also to be amortized over the actual remaining lease terms ranging from one month to 12.5 years.
    
(DD)    The Company had recorded due diligence costs related to the Acquired Properties during the three months ended March 31, 2016 of approximately $2.0 million. These costs are removed for pro forma purposes.

(EE)    The estimated asset management fee is based on 0.5% of the total value of the Company's assets based on their adjusted cost before reduction for depreciation, amortization, impairment charges and cumulative acquisition costs charged to expense in accordance with GAAP (adjusted cost will include the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs). In calculating the estimated asset management fee, the Company used the total acquired assets from the Acquired Properties, as adjusted, plus the pro forma loan coordination fees incurred. In addition, a similar adjustment is included for general and administrative expense fees, recorded as 2% of gross revenues of the Acquired Properties for the three months ended March 31, 2016.


F-23


Preferred Apartment Communities, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(FF)    Reflected in the pro forma adjustment is the Company's estimate of interest expense on the $90 million of mortgage debt, the amortization of associated debt issuance costs, and interest accrued on the drawn proceeds from the Company's revolving line of credit of $68 million. The Company obtained a mortgage in the amount of $65 million on Avalon Park, which matures on June 5, 2019 and accrues interest at a variable rate of the monthly London Interbank Offered Rate ("1 Month LIBOR"), plus a spread of 245 basis points per annum. The Company obtained individual mortgages on each property within the Southeastern 6 Portfolio totaling $25 million, each of which mature on May 1, 2026 and accrue interest at a fixed rate of rate of 3.97% per annum. The revolving line of credit bears interest at a rate of 1 Month LIBOR, plus a spread of 325 basis points per annum. If 1 Month LIBOR were to fluctuate upward or downward by 1/8%, it would result in an increase or decrease in interest expense of $52,500 for the pro forma three month period ended March 31, 2016.
  
(GG)      Outstanding Class A Units of the Operating Partnership become entitled to pro-rata distributions of profit and allocations of loss as non-controlling interests of the Operating Partnership. The weighted-average percentage of ownership by the non-controlling interests was approximately 2.6% for the three months ended March 31, 2016. This adjustment reflects the pro-rata adjustment to the amount of net income (loss) attributable to the non-controlling interests.
  
The adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015 are as follows:
 
(AA)    Reflected in the pro forma adjustment is the Company's estimate of the amount of below-market retail leases which are to be amortized into income over the actual underlying lease terms.

(BB)    Effective with the purchase of Avalon Park and Baldwin Park by the Company, the management will be assumed by Preferred Residential Management, an affiliate of the Company and the property management fee will be 4% of monthly gross rental income, as stipulated in the Management Agreement. The Southeastern 6 Portfolio will be managed in tandem by New Market Advisors, an affiliate of the Company and another unrelated third party. The management fee will be 4% of monthly gross rental income for all the assets except for Anderson Central, which will be charged 3% of gross monthly income. The pro forma adjustments reflect this additional cost burden on the Acquired Properties' operations.

(CC)    Reflected in the pro forma adjustment is the Company's estimate of the depreciation and amortization charges that would have been incurred by Avalon Park, the Southeastern 6 Portfolio, and Baldwin Park. The adjustments utilize a straight-line depreciation method using 40 year remaining useful lives for buildings, five to ten years for acquired furniture, fixtures and equipment, and for remaining lease terms ranging from one month to 12.5 years for tenant improvements in the Southeastern 6 Portfolio. Also included is the amortization of the estimated fair values of the acquired intangible assets for the Southeastern 6 Portfolio, which are also to be amortized over the actual remaining lease terms ranging from one month to 12.5 years and the pro forma in-place leases for Avalon Park and Baldwin Park, which are assumed to have been amortized in full during the year ended December 31, 2015.

(DD)          The estimated asset management fee is based on 0.5% of the total value of the Company's assets based on their adjusted cost before reduction for depreciation, amortization, impairment charges and cumulative acquisition costs charged to expense in accordance with GAAP (adjusted cost will include the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs). In calculating the estimated asset management fee, the Company used the total acquired assets from the Acquired Properties, as adjusted, plus the pro forma loan coordination fees incurred. In addition, a similar adjustment is included for general and administrative expense fees, recorded as 2% of gross revenues of the Acquired Properties for the year ended December 31, 2015.
  
(EE)    Reflected in the pro forma adjustment is the Company's estimate of interest expense on the $49.8 million of mortgage debt, the amortization of associated debt issuance costs, and interest accrued on the drawn proceeds from the Company's revolving line of credit of $29.5 million. If 1 Month LIBOR were to fluctuate

F-24


Preferred Apartment Communities, Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

upward or downward by 1/8%, it would result in an increase or decrease in interest expense of $307,250 for the pro forma twelve-month period ended December 31, 2015.

(FF)      Outstanding Class A Units of the Operating Partnership become entitled to pro-rata distributions of profit and allocations of loss as non-controlling interests of the Operating Partnership. The weighted-average percentage of ownership by the non-controlling interests was approximately 1.24% for the twelve months ended December 31, 2015. This adjustment reflects the pro-rata adjustment to the amount of net income (loss) attributable to the non-controlling interests.



F-25




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
PREFERRED APARTMENT COMMUNITIES, INC.
(Registrant)

Date: July 15, 2016
By:
 /s/ Jeffrey R. Sprain
 
 
Jeffrey R. Sprain
 
 
General Counsel and Secretary