Real Estate | REAL ESTATE Acquisitions We acquired the following properties 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 July 23, 2019 Cascade at Landmark Multifamily 277 69,750 2,390 $ 530,920 (1) Consists of Assembly Alexandria, Assembly Manassas, Assembly Dulles, Assembly Leesburg, and Assembly Herndon. (2) Consists of Assembly Germantown and Assembly Watkins Mill. The Assembly Portfolio - Virginia and Assembly Portfolio - Maryland properties are collectively the “Assembly Portfolio.” The purchases of the Assembly Portfolio and Cascade at Landmark were structured as exchanges under Section 1031 of the Code in a manner such that legal title was held by an Exchange Accommodator until certain identified properties were sold and the deferred exchanges were completed. We retained all of the legal and economic benefits and obligations related to the Assembly Portfolio and Cascade at Landmark. As such, the Assembly Portfolio and Cascade at Landmark were considered to be variable interest entities until legal title was transferred to us upon completion of the 1031 exchanges, which occurred during the 2019 Quarter. We consolidated the assets and liabilities of the Assembly Portfolio and Cascade at Landmark because we determined that WashREIT was the primary beneficiary of the Assembly Portfolio and Cascade at Landmark. The results of operations from the 2019 acquisitions are included in the consolidated statements of operations as of their acquisition dates and are as follows: Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Real estate rental revenue $ 11,013 $ 16,467 Net loss (4,698 ) (8,179 ) We accounted for the 2019 acquisitions as asset acquisitions. Accordingly, we capitalized $2.9 million of costs directly associated with the acquisitions. 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 acquisitions on a relative fair value basis. The total cost of the 2019 acquisitions was as follows (in thousands): Assembly Portfolio Cascade at Landmark Total Contract purchase price $ 461,170 $ 69,750 $ 530,920 Credit to buyer (2,252 ) — (2,252 ) Capitalized acquisition costs 2,362 498 2,860 Total $ 461,280 $ 70,248 $ 531,528 We have recorded the total cost of the 2019 acquisitions as follows (in thousands): Land $ 92,391 Building 423,663 Absorption costs 15,474 Total $ 531,528 The weighted remaining average life for the absorption costs is two months . The difference in the total cost of the acquisitions of $531.5 million and the acquisition cost per the consolidated statements of cash flows of $528.6 million is primarily due to credits received at settlement totaling $2.9 million . Development/Redevelopment We have properties under development/redevelopment and held for current or future development as of September 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 September 30, 2019 , we had invested $95.7 million and $24.2 million , including the costs of acquiring the land, in The Trove and the development adjacent to Riverside Apartments, respectively. We substantially completed major construction activities for The Trove garage levels 1-5 during the 2019 Quarter and placed into service assets totaling $12.0 million . We also had a redevelopment project to add rentable space at Spring Valley Village, a retail center in Washington, DC. As of September 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 sold the following properties during 2019 and 2018: Disposition Date Property Name Property Type Rentable Square Feet Contract Sales Price (Loss) Gain on Sale June 26, 2019 Quantico Corporate Center (1) Office 272,000 $ 33,000 $ (1,046 ) July 23, 2019 Shopping Center Portfolio (2) Retail 800,000 485,250 333,023 August 21, 2019 Frederick Crossing and Frederick County Square Retail 520,000 57,500 9,507 August 27, 2019 Centre at Hagerstown Retail 330,000 23,500 (3,506 ) Total 2019 1,922,000 $ 599,250 $ 337,978 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 925 and 1000 Corporate Drive. (2) Consists of five retail properties: Gateway Overlook, Wheaton Park, Olney Village Center, Bradlee Shopping Center and Shoppes of Foxchase. 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 . 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 (Frederick Crossing, Frederick County Square and Centre at Hagerstown). 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 (as defined below) met the criteria for classification as held for sale. We closed on the Shopping Center Portfolio sale transaction on July 23, 2019, recognizing a gain on sale of real estate of $333.0 million . 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 recognized in the 2019 Quarter. Subsequent to the end of the second quarter of 2019, the purchase and sale agreement to sell the Power Center Portfolio was amended to include only Frederick Crossing and Frederick County Square. We closed on the sales of these assets on August 21, 2019, recognizing a gain on sale of real estate of $9.5 million . 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 separate buyer. We closed on the sales of this asset on August 27, 2019, recognizing a loss on sale of real estate of $3.5 million . References to the “Retail Portfolio” include the Shopping Center Portfolio, Frederick Crossing, Frederick County Square and Centre at Hagerstown. 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 have fully transferred control of the assets associated with the sold properties. 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 September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Real estate rental revenue $ 4,126 $ 11,500 $ 28,200 $ 33,998 Real estate expenses (1,095 ) (2,582 ) (6,803 ) (8,036 ) Depreciation and amortization (59 ) (2,321 ) (4,926 ) (6,985 ) Interest expense (30 ) (157 ) (313 ) (492 ) Loss on extinguishment of debt (764 ) — (764 ) — Gain on sale of real estate 339,024 — 339,024 — Income from discontinued operations $ 341,202 $ 6,440 $ 354,418 $ 18,485 Basic net income per share $ 4.24 $ 0.08 $ 4.41 $ 0.23 Diluted net income per share $ 4.24 $ 0.08 $ 4.41 $ 0.23 Capital expenditures $ — $ 1,020 $ 809 $ 1,834 All assets related to the Retail Portfolio were sold as of September 30, 2019 . As of December 31, 2018 , assets related to the Retail Portfolio were as follows (in thousands): December 31, 2018 Land $ 88,087 Income producing property 216,577 304,664 Accumulated depreciation and amortization (101,254 ) Income producing property, net 203,410 Rents and other receivables 9,898 Prepaid expenses and other assets 8,653 Total assets $ 221,961 All liabilities related to the Retail Portfolio were sold as of September 30, 2019 . As of December 31, 2018 , liabilities related to the Retail Portfolio were as follows (in thousands): December 31, 2018 Mortgage notes payable, net $ 11,515 Accounts payable and other liabilities 1,620 Advance rents 1,771 Tenant security deposits 612 Liabilities related to properties sold or held for sale $ 15,518 |