Real Estate | REAL ESTATE Acquisitions We acquired the following properties (collectively, the “Assembly Portfolio”) during the 2019 Period: Acquisition Date Property Type # of units (unaudited) Contract Purchase Price (in thousands) April 30, 2019 Assembly Portfolio - Virginia (1) Multifamily 1,685 $ 379,100 June 27, 2019 Assembly Portfolio - Maryland (2) Multifamily 428 82,070 2,113 $ 461,170 (1) Consists of Assembly Alexandria, Assembly Manassas, Assembly Dulles, Assembly Leesburg, and Assembly Herndon. (2) Consists of Assembly Germantown and Assembly Watkins Mill. The purchase of the Assembly Portfolio (the “2019 acquisition”) was structured as a reverse exchange under Section 1031 of the Internal Revenue Code in a manner such that legal title will be held by a Qualified Intermediary until certain identified properties are sold and the reverse exchange transaction is completed. We retain all of the legal and economic benefits and obligations related to the Assembly Portfolio. As such, the Assembly Portfolio is considered to be a VIE until legal title is transferred to us upon completion of the 1031 exchange, which is expected during the third quarter of 2019. We have consolidated the assets and liabilities of the Assembly Portfolio because we have determined that WashREIT is the primary beneficiary of the Assembly Portfolio. The results of operations from the 2019 acquisition are included in the consolidated statements of operations as of their acquisition dates and are as follows: Three and Six Months Ended June 30, 2019 Real estate rental revenue $ 5,453 Net loss (3,481 ) We accounted for the 2019 acquisition as an asset acquisition. Accordingly, we capitalized $2.4 million of costs directly associated with the acquisition. We measured the value of the acquired physical assets (land and building) and in-place leases (absorption costs) by allocating the total cost of the acquisition on a relative fair value basis. The total cost of the acquisition of the Assembly Portfolio was as follows (in thousands): Contract purchase price $ 461,170 Credit to seller (2,252 ) Capitalized acquisition costs 2,362 Total $ 461,280 We have recorded the total cost of the acquisition of the Assembly Portfolio as follows (in thousands): Land $ 80,102 Building 367,427 Absorption costs 13,751 Total $ 461,280 The weighted remaining average life for the leasing commissions/absorption costs is five months . The difference in the total cost of the acquisition of $461.3 million and the acquisition cost per the consolidated statements of cash flows of $458.6 million is primarily due to credits received at settlement totaling $2.4 million and additional acquisition-related costs not paid at closing of $0.3 million . Development/Redevelopment We have properties under development/redevelopment and held for current or future development as of June 30, 2019 . In the multifamily segment, we have The Trove, a multifamily development adjacent to The Wellington, and own land held for future multifamily development adjacent to Riverside Apartments. As of June 30, 2019 , we had invested $81.7 million and $23.6 million , including the costs of acquiring the land, in The Trove and the development adjacent to Riverside Apartments, respectively. We also had a redevelopment project to add rentable space at Spring Valley Village, a retail center in Washington, DC. As of June 30, 2019 , we had invested $6.5 million in the redevelopment. We substantially completed major construction activities on this project during the fourth quarter of 2018 and placed into service assets totaling $4.2 million . 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. We had eight properties classified as held for sale requiring discontinuation of depreciation during the 2019 Quarter. Operating revenues, other operating expenses and interest will continue to be recognized until the date of sale. We classified as held for sale or sold the following properties during 2019 and 2018: Disposition Date Property Name Property Type Rentable Square Feet Contract Sales Price (Loss) Gain on Sale July 23, 2019 Shopping Center Portfolio (1) Retail 800,000 $ 485,250 N/A N/A Power Center Portfolio (2) Retail 850,000 84,600 N/A June 26, 2019 Quantico Corporate Center Office 272,000 33,000 (1,046 ) Total 2019 1,922,000 $ 602,850 $ (1,046 ) January 19, 2018 Braddock Metro Center Office 356,000 $ 93,000 $ — June 28, 2018 2445 M Street Office 292,000 101,600 2,495 Total 2018 648,000 $ 194,600 $ 2,495 (1) Consists of five retail properties: Gateway Overlook, Wheaton Park, Olney Village Center, Bradlee Shopping Center and Shoppes of Foxchase. (2) Consists of three retail properties: Centre at Hagerstown, Frederick Crossing and Frederick County Square. The contract sales price listed in this table reflects the purchase and sale agreement in place as of June 30, 2019. Subsequent to the end of the 2019 Quarter, the purchase and sale agreement to sell the Power Center Portfolio was amended to include only Frederick Crossing and Frederick County Square. During the first quarter of 2018, we executed a purchase and sale agreement to sell 2445 M Street, a 292,000 square foot office property in Washington, DC, for a contract sales price of $100.0 million , with settlement originally scheduled for the third quarter of 2018. During 2017, we evaluated 2445 M Street for impairment and recognized a $24.1 million impairment charge in order to reduce the carrying value of the property to its estimated fair value. Upon execution of the purchase and sale agreement, the property met the criteria for classification as held for sale. Due to the property’s classification as held for sale, we recorded an additional impairment charge of $1.9 million in the first quarter of 2018 in order to reduce the carrying value of the property to its estimated fair value, less estimated selling costs. We based this fair value on the expected sales price from a potential sale. There are few observable market transactions for similar properties. This fair valuation falls into Level 2 of the fair value hierarchy due to its reliance on a quoted price in a market that is not active. During the second quarter of 2018, we executed an amendment to the purchase and sale agreement which increased the contract sales price to $101.6 million and advanced the settlement date. On June 28, 2018, we sold 2445 M Street, recognizing a gain on sale of real estate of $2.5 million . During the first quarter of 2019, we executed a letter of intent for the sale of Quantico Corporate Center, an office property in Stafford, Virginia, consisting of two office buildings totaling 272,000 square feet. The property did not meet the criteria for classification as held for sale as of March 31, 2019. Due to the negotiations to sell the property, we evaluated Quantico Corporate Center for impairment and recognized an $8.4 million impairment charge during the first quarter of 2019 in order to reduce the carrying value of the property to its estimated fair value. We based this fair valuation on the expected sale price from a potential sale. There are few observable market transactions for similar properties. This fair valuation falls into Level 2 of the fair value hierarchy due to its reliance on a quoted price in a market that is not active. On April 22, 2019, we executed a purchase and sale agreement to sell Quantico Corporate Center for a contract sale price of $33.0 million . On June 26, 2019 , we sold Quantico Corporate Center, recognizing a loss on sale of real estate of $1.0 million . We have fully transferred control of the assets associated with the sold properties: Quantico Corporate Center, 2445 M Street and Braddock Metro Center. In June 2019, we entered into two separate purchase and sale agreements with two separate buyers to sell the Shopping Center Portfolio and the Power Center Portfolio (collectively, the “Retail Portfolio”). As of June 30, 2019, we had a non-refundable deposit from the potential buyer of the Shopping Center Portfolio and expected to receive a non-refundable deposit from the potential buyer of the Power Center Portfolio in July 2019. As of June 30, 2019, the properties in the Retail Portfolio met the criteria for classification as held for sale. The disposition of the Retail Portfolio represents a strategic shift that will have a major effect on our financial results and we have accordingly reported the Retail Portfolio as discontinued operations. The Retail Portfolio represents a majority of our retail assets and we have determined that our retail line of business is no longer a reportable segment (see note 11 ). We closed on the Shopping Center Portfolio sale transaction on July 23, 2019. Prior to closing on the disposition of the Shopping Center Portfolio, we prepaid the mortgage note secured by Olney Village Center, incurring a loss on extinguishment of debt of approximately $0.8 million , which we will recognize in the third quarter of 2019. Subsequent to the end of the 2019 Quarter, the purchase and sale agreement to sell the Power Center Portfolio was amended to include only Frederick Crossing and Frederick County Square. We currently expect to close on this sale transaction during the third quarter of 2019. Following the amendment to the purchase and sale agreement to sell the Power Center Portfolio, we marketed Centre at Hagerstown for sale and identified a potential buyer. We have executed a letter of intent for the sale of Centre at Hagerstown to a separate buyer. We have not yet entered into a purchase and sale agreement with the potential buyer, but assuming we are able to do so, we expect to close on the sale during the third quarter of 2019. No assurance can be given that any of these power center sales will be completed. As of June 30, 2019, we anticipate the disposition of certain properties prior to the end of their useful lives. We assessed these properties for impairment as of June 30, 2019 and did not recognize any impairment charges during the 2019 Quarter. We applied reasonable estimates and judgments in evaluating each of the properties as of June 30, 2019. Should external or internal circumstances change requiring the need to shorten holding periods or adjust future estimated cash flows from our properties, we could be required to record impairment charges in the future. Discontinued Operations The results of the Retail Portfolio are classified as discontinued operations and are summarized as follows (amounts in thousands, except for share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Real estate rental revenue $ 12,334 $ 11,262 $ 24,074 $ 22,498 Real estate expenses (2,641 ) (2,584 ) (5,708 ) (5,454 ) Depreciation and amortization (2,377 ) (2,326 ) (4,867 ) (4,664 ) Interest expense (138 ) (165 ) (283 ) (335 ) Income from operations of properties sold or held for sale $ 7,178 $ 6,187 $ 13,216 $ 12,045 Basic net income per share $ 0.09 $ 0.08 $ 0.17 $ 0.15 Diluted net income per share $ 0.09 $ 0.08 $ 0.17 $ 0.15 Capital expenditures $ 810 $ 617 $ 1,583 $ 905 As of June 30, 2019 and December 31, 2018 , assets related to the Retail Portfolio were as follows (in thousands): June 30, 2019 December 31, 2018 Land $ 88,087 $ 88,087 Income producing property 217,313 216,577 305,400 304,664 Accumulated depreciation and amortization (105,535 ) (101,254 ) Income producing property, net 199,865 203,410 Rents and other receivables 9,526 9,898 Prepaid expenses and other assets 6,716 8,653 Total assets $ 216,107 $ 221,961 As of June 30, 2019 and December 31, 2018 , liabilities related to the Retail Portfolio were as follows (in thousands): June 30, 2019 December 31, 2018 Mortgage notes payable, net $ 10,476 $ 11,515 Accounts payable and other liabilities 1,570 1,620 Advance rents 1,628 1,771 Tenant security deposits 716 612 Liabilities related to properties sold or held for sale $ 14,390 $ 15,518 |