Real Estate | REAL ESTATE Acquisition Our current strategy is focused on properties inside the Washington metro region’s Beltway, near major transportation nodes and in areas with strong employment drivers and superior growth demographics. We seek to upgrade our portfolio with acquisitions as opportunities arise. Properties and land for development acquired during the 2016 Period were as follows: Acquisition Date Property Type # of units (unaudited) Contract Purchase Price (In thousands) May 20, 2016 Riverside Apartments Multifamily 1,222 $ 244,750 Riverside Apartments consists of apartment buildings and an adjacent parcel of land for potential future multifamily development. The results of operations from the acquired operating property are included in the consolidated statements of income as of the acquisition date and are as follows (in thousands): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Real estate rental revenue $ 5,408 $ 7,892 Net income 1,001 1,584 We record the acquired physical assets (land, building and tenant improvements), in-place leases (absorption, tenant origination costs, leasing commissions, and net lease intangible assets/liabilities), and any other liabilities at their fair values. We have recorded the total purchase price of the above acquisition as follows (in thousands): Land $ 38,922 Land for development 15,969 Buildings 184,855 Leasing commissions/absorption costs 4,992 Net lease intangible assets 22 Net lease intangible liabilities (10 ) Total $ 244,750 The weighted remaining average life for 2016 acquisition components above, other than land and building, are 90 months for net lease intangible assets and 46 months for net lease intangible liabilities. The leasing commissions/absorption costs were substantially amortized by the end of the 2016 Quarter, as such costs were primarily related to assumed apartment leases. The net lease intangible assets and liabilities are associated with leases for retail space at Riverside Apartments. The difference in the total contract price of $244.8 million for the acquisition and the acquisition cost per the consolidated statements of cash flows of $243.4 million is primarily due to credits received at settlement totaling $1.4 million . The portion of the acquisition cost allocated to land for development is reported on the consolidated statements of cash flows as Development in progress. The following unaudited pro-forma combined condensed statements of operations set forth the consolidated results of operations for the three and nine months ended September 30, 2016 and 2015 as if the above-described acquisition in 2016 had occurred on January 1, 2015. The pro forma adjustments include removing acquisition costs directly related to the above-described acquisition. The unaudited pro-forma information does not purport to be indicative of the results that actually would have occurred if the acquisitions had been in effect for the three and nine months ended September 30, 2016 and 2015 . The unaudited data presented is in thousands, except per share data. Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Real estate rental revenue $ 79,770 $ 83,661 $ 244,557 $ 243,403 Net income 84,442 2,054 122,127 26,861 Diluted net income per share 1.14 0.03 1.70 0.39 Development/Redevelopment In the office segment, we had a redevelopment project to renovate Silverline Center, an office property in Tysons, Virginia. As of September 30, 2016 , we had invested $36.3 million in the renovation. We completed major construction activities on this project during the second quarter of 2015, and placed into service substantially completed portions of the project at that time totaling $25.9 million , with the remaining components placed into service as of March 31, 2016. We also currently have a redevelopment project at the Army Navy Club Building, an office property in Washington, DC, to upgrade its common areas and add significant amenities in order to make the property more competitive within its sub-market. As of September 30, 2016 , we had invested $0.9 million in the redevelopment. We have also begun predevelopment activities for the construction of a multifamily building on land adjacent to The Wellington in Arlington, Virginia. As of September 30, 2016 , we had invested $17.7 million in the development. Variable Interest Entities In June 2011, we executed a joint venture operating agreement with a real estate development company to develop The Maxwell, a mid-rise multifamily property at 650 North Glebe Road in Arlington, Virginia. Major construction activities at The Maxwell ended during December 2014, and the building became available for occupancy during the first quarter of 2015. Washington REIT is the 90% owner of the joint venture. The real estate development company owns 10% of the joint venture and was responsible for the development and construction of the property. We have determined that The Maxwell joint venture is a VIE primarily based on the fact that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. We also determined that Washington REIT was the primary beneficiary of the VIE due to the fact that Washington REIT was determined to have a controlling financial interest in the entity. As of December 31, 2015 , $32.2 million was outstanding on The Maxwell's construction loan. In January 2016, Washington REIT exercised its right to purchase at par The Maxwell's construction loan from the original third-party lender. Upon the purchase, the loan became an intercompany payable from the consolidated VIE to Washington REIT that is eliminated in consolidation. We include joint venture land acquisitions and related capitalized development costs on our consolidated balance sheets in properties under development or held for future development until placed in service or sold. As of September 30, 2016 and December 31, 2015 , The Maxwell's assets were as follows (in thousands): September 30, 2016 December 31, 2015 Land $ 12,851 $ 12,851 Income producing property 37,914 37,791 Accumulated depreciation and amortization (4,008 ) (2,347 ) Other assets 749 1,188 $ 47,506 $ 49,483 As of September 30, 2016 and December 31, 2015 , The Maxwell's liabilities were as follows (in thousands): September 30, 2016 December 31, 2015 Mortgage notes payable $ 31,975 (1) $ 32,214 Accounts payable and other liabilities 186 256 Tenant security deposits 96 82 $ 32,257 $ 32,552 (1) The mortgage notes payable balance as of September 30, 2016 is eliminated in consolidation due to the purchase of the loan by Washington REIT in January 2016. Properties Sold and Held for Sale We intend to hold our properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning our properties, and to make occasional sales of the properties that no longer meet our long-term strategy or return objectives and where market conditions for sale are favorable. The proceeds from the sales may be reinvested into other properties, used to fund development operations or to support other corporate needs, or distributed to our shareholders. Depreciation on these properties is discontinued when classified as held for sale, but operating revenues, other operating expenses and interest continue to be recognized until the date of sale. There were no properties held for sale as of September 30, 2016 or December 31, 2015. During the 2016 Period, we sold Dulles Station, Phase II, which consists of land held for future development and an interest in a parking garage in Herndon, Virginia, for $12.1 million . Also during the 2016 Period, we executed two purchase and sale agreements with a single buyer for the sale of a portfolio of six office properties located in Maryland: 6110 Executive Boulevard, Wayne Plaza, 600 Jefferson Plaza, West Gude Drive, 51 Monroe Street and One Central Plaza (collectively, the "Maryland Office Portfolio") for an aggregate contract sales price of $240.0 million . We closed on the first sale transaction in June 2016 and closed on the second sale transaction in September 2016. We sold the following properties in 2016 and 2015 : Disposition Date Property Name Segment # of units Rentable Square Feet Contract Gain on Sale May 26, 2016 Dulles Station, Phase II (1) Office N/A N/A $ 12,100 $ 527 June 27, 2016 Maryland Office Portfolio Transaction I (2) Office N/A 692,000 111,500 23,585 September 22, 2016 Maryland Office Portfolio Transaction II (3) Office N/A 491,000 128,500 77,592 Total 2016 1,183,000 $ 252,100 $ 101,704 March 20, 2015 Country Club Towers Multifamily 227 N/A $ 37,800 $ 30,277 September 9, 2015 1225 First Street (4) Multifamily N/A N/A 14,500 — October 21, 2015 Munson Hill Towers Multifamily 279 N/A 57,050 51,395 December 14, 2015 Montgomery Village Center Retail N/A 197,000 27,750 7,981 Total 2015 506 197,000 $ 137,100 $ 89,653 (1) Land held for future development and an interest in a parking garage. (2) Maryland Office Portfolio Transaction I consists of 6110 Executive Boulevard, 600 Jefferson Plaza, Wayne Plaza and West Gude Drive. (3) Maryland Office Portfolio Transaction II consists of 51 Monroe Street and One Central Plaza. (4) Interest in land held for future development. While the Maryland Office Portfolio, in the aggregate, constitutes an individually significant disposition, it does not qualify for presentation and disclosure as a discontinued operation as it does not represent a strategic shift in our operations. Real estate rental revenue and net income for the Maryland Office Portfolio for the three and nine months ended September 30, 2016 and 2015 is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2016 (1) 2015 2016 2015 Real estate rental revenue $ 3,689 $ 8,127 $ 20,266 $ 24,009 Net income 2,474 2,415 9,376 6,852 (1) Four of the Maryland Office Portfolio properties, 6110 Executive Boulevard, 600 Jefferson Plaza, Wayne Plaza and West Gude Drive, were sold on June 27, 2016, prior to the start of the 2016 Quarter. We do not have significant continuing involvement in the operations of the disposed properties. Casualty Gains We recorded a net casualty gain of $0.7 million during the 2016 Period associated with a fire at Bethesda Hill Towers that damaged four units, which is included in casualty (gain) and real estate impairment loss, net on our Condensed Consolidated Statements of Income. The net casualty gain is comprised of $0.9 million in third-party insurance proceeds received by us, which were partially offset by casualty charges of $0.2 million to write off the net book value of the damaged units at Bethesda Hill Towers. |