Investment in Unconsolidated Multifamily Entities | 9 Months Ended |
Sep. 30, 2014 |
Equity Method Investee, Unconsolidated Limited Partnership [Member] | ' |
Schedule of Equity Method Investments [Line Items] | ' |
Equity Method Investments | ' |
INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP |
|
On August 12, 2005, the Company, together with affiliates and other unaffiliated parties, entered into a subscription agreement to invest in the Berkshire Multifamily Value Fund, L.P. (“BVF”), an affiliate of Berkshire Property Advisors, L.L.C. (“Berkshire Advisor” or the “Advisor”). Under the terms of the agreement and the related limited partnership agreement, the Company and its affiliates agreed to invest up to $25,000,000, or approximately 7%, of the total capital of the partnership. The Company’s final commitment under the subscription agreement with BVF totaled $23,400,000, which represented an ownership interest of 7% in BVF. BVF’s investment strategy was to acquire middle-market properties where there is an opportunity to add value through repositioning or rehabilitation. |
|
In accordance with ASC 810-10 issued by FASB, as amended by ASU 2009-17, related to the consolidation of variable interest entities, the Company has performed an analysis of its investment in BVF to determine whether it would qualify as a variable interest entity (“VIE”) and whether it should be consolidated or accounted for as an equity investment in an unconsolidated joint venture. As a result of the Company’s qualitative assessment to determine whether its investment in BVF is a VIE, the Company determined that the investment is a VIE based upon the fact that the holders of the equity investment at risk lack the power, through voting or similar rights, to direct the activities of BVF that most significantly impact BVF’s economic performance. Under the terms of the limited partnership agreement of BVF, the general partner of BVF has the full, exclusive and complete right, power, authority, discretion, obligation and responsibility to make all decisions affecting the business of BVF. |
|
After making the determination that its investment in BVF was a VIE, the Company performed an assessment of which partner would be considered the primary beneficiary of BVF and therefore would be required to consolidate BVF’s balance sheets and result of operations. This assessment was based upon which entity (1) had the power to direct matters that most significantly impact the activities of BVF, and (2) had the obligation to absorb losses or the right to receive benefits of BVF that could potentially be significant to the entity based upon the terms of the partnership and management agreements of BVF. As a result of fees paid to an affiliate of the general partner of BVF for asset management and other services, the Company has determined that the general partner of BVF has the obligation to absorb the losses or the right to receive benefits of BVF while retaining the power to make significant decisions for BVF. Based upon this understanding, the Company concluded that the general partner of BVF should consolidate BVF and as such, the Company accounts for its investment in BVF as an equity investment in an unconsolidated joint venture. |
|
As of September 30, 2014, the Company had invested 100% of its total committed capital amount of $23,400,000 in BVF and had received distributions from BVF of $17,753,897, or approximately 75.9%, of its invested capital. The general partner of BVF is proceeding with BVF's plan to sell the remaining 18 assets in the portfolio. Subsequent to the quarter ended September 30, 2014, BVF sold 17 of the remaining 18 assets. |
|
The summarized statement of assets, liabilities and partners’ equity (deficit) of BVF is as follows: |
| | | | | | | | |
| | | | | | | | | | | | | | | |
| September 30, | | December 31, | | | | | | | | |
2014 | 2013 | | | | | | | | |
| (unaudited) | | (audited) | | | | | | | | |
ASSETS | | | | | | | | | | | |
Multifamily apartment communities, net | $ | 282,954,958 | | | $ | 664,692,480 | | | | | | | | | |
| | | | | | | |
Cash and cash equivalents | 29,301,208 | | | 21,227,583 | | | | | | | | | |
| | | | | | | |
Other assets | 7,353,430 | | | 11,565,547 | | | | | | | | | |
| | | | | | | |
Total assets | $ | 319,609,596 | | | $ | 697,485,610 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | |
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT) | | | | | | | | | | | | | |
| | | | | | | |
Mortgage notes payable | $ | 311,808,441 | | | $ | 686,193,544 | | | | | | | | | |
| | | | | | | |
Credit facility | — | | | 16,200,000 | | | | | | | | | |
| | | | | | | |
Other liabilities | 16,526,249 | | | 15,049,296 | | | | | | | | | |
| | | | | | | |
Noncontrolling interest | (9,806,491 | ) | | (6,961,558 | ) | | | | | | | | |
Partners’ equity (deficit) | 1,081,397 | | | (12,995,672 | ) | | | | | | | | |
| | | | | | | |
Total liabilities and partners’ equity (deficit) | $ | 319,609,596 | | | $ | 697,485,610 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | |
Company’s share of partners’ equity (deficit) | $ | 75,701 | | | $ | (604,395 | ) | | | | | | | | |
| | | | | | | |
Basis differential (1) | 604,395 | | | 604,395 | | | | | | | | | |
| | | | | | | |
Carrying value of the Company’s investment in unconsolidated limited partnership (2) | $ | 680,096 | | | $ | — | | | | | | | | | |
| | | | | | | |
|
| | | | | | | | | | | | | | | |
-1 | This amount represents the difference between the Company’s investment in BVF and its share of the underlying equity in the net assets of BVF (adjusted to conform with GAAP). At September 30, 2014 and December 31, 2013, the differential was comprised mainly of $583,240, which represents the Company’s share of syndication costs incurred by BVF that the Company was not required to fund via a separate capital call. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
-2 | Per the partnership agreement of BVF, the Company’s liability is limited to its investment in BVF. The Company does not guarantee any third-party debt held by BVF. The Company has fully funded its obligations under the partnership agreement as of September 30, 2014 and has no commitment to make additional contributions to BVF. The carrying value of the investment was $0 at December 31, 2013, as distributions from the investment have exceeded the Company's invested equity as adjusted for the Company's share of gains and losses over the holding period of the investment. The Company resumed equity method earnings in BVF during the nine-month period ended September 30, 2014, as its share of BVF's earnings during the period exceeded the excess distributions and net losses not recognized during the period the equity method was suspended. | | | | | | | | | | | | | | |
|
The Company evaluates the carrying value of its investment in BVF for impairment periodically and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than-temporary. No such other-than-temporary impairment charges have been recognized during the nine-month period ended September 30, 2014 or twelve-month period ended December 31, 2013. |
The summarized statements of operations of BVF for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: |
|
| | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, | | September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
| | | | | | | |
Revenue | $ | 13,473,383 | | | $ | 34,116,230 | | | $ | 67,486,238 | | | $ | 101,002,262 | |
|
Expenses | (15,608,589 | ) | | (42,051,265 | ) | | (101,489,789 | ) | | (125,568,161 | ) |
Gain (loss) on property sales and extinguishment of debt (2) | (397,093 | ) | | 14,339,915 | | | 224,943,500 | | | 14,261,091 | |
|
Noncontrolling interest | 936,401 | | | 1,196,501 | | | 2,837,120 | | | 3,799,608 | |
|
Net income (loss) attributable to investment | $ | (1,595,898 | ) | | $ | 7,601,381 | | | $ | 193,777,069 | | | $ | (6,505,200 | ) |
|
| | | | | | | |
Equity in income (loss) of unconsolidated limited partnership (1)(2) | $ | (111,725 | ) | | $ | 532,154 | | | $ | 13,260,440 | | | $ | (455,413 | ) |
|
|
| | | | | | | | | | | | | | | |
-1 | There were no impairment indicators or impairment writeoffs in the nine-month periods ended September 30, 2014 or 2013. | | | | | | | | | | | | | | |
|
The Company has determined that its valuation of the real estate was categorized within Level 3 of the fair value hierarchy in accordance with ASC 820-10, as it utilized significant unobservable inputs in its assessment. |
|
| | | | | | | | | | | | | | | |
-2 | During the nine-month period ended September 30, 2013, BVF recorded a net gain on the disposition of one property. The gain on the sale was $14,261,091, of which the Company's share was approximately $998,000 and is reflected in the "Equity in income (loss) of unconsolidated multifamily entities" for the nine-month period ended September 30, 2013. | | | | | | | | | | | | | | |
|
During the nine-month period ended September 30, 2014, BVF recorded a net gain on the disposition of fifteen properties. The gain on the sale was $224,943,500, of which the Company's share was approximately $15,746,000 and is reflected in the "Equity in income (loss) of unconsolidated multifamily entities" for the nine-month period ended September 30, 2014. |
Equity Method Investee, Unconsolidated Limited Liability Company [Member] | ' |
Schedule of Equity Method Investments [Line Items] | ' |
Equity Method Investments | ' |
INVESTMENT IN UNCONSOLIDATED LIMITED LIABILITY COMPANIES |
|
On March 2, 2011, the Operating Partnership executed an agreement with Berkshire Multifamily Value Fund II ("BVF II"), an affiliated entity, to create a joint venture, BIR/BVF-II NoMa JV, L.L.C. ("NoMa JV"), to participate in and take an ownership position in a real estate development project. BVF II is the managing member of NoMa JV and has a percentage ownership interest of approximately 67% while the Operating Partnership has a percentage ownership interest of approximately 33%. |
|
Also on March 2, 2011, NoMa JV acquired a 90% interest in NOMA Residential West I, LLC. (“NOMA Residential”). NOMA Residential has developed and is operating a 603-unit multifamily apartment community in Washington, D.C. (the "NoMa Project"). The remaining 10% interest in NOMA Residential is owned by the developer, an unrelated third party (the “NoMa Developer”). The governing agreements for NOMA Residential give the NoMa Developer the authority to manage the construction and development of, and subsequent to completion, the day-to-day operations of NOMA Residential. The agreement also provides for fees to the NoMa Developer, limits the authority of the NoMa Developer and provides for distributions based on percentage interest and thereafter in accordance with achievement of economic hurdles. |
|
In accordance with ASC 810-10, as amended by ASU 2009-17, related to the consolidation of variable interest entities, the Company has performed an analysis of its investment in NoMa JV to determine whether it would qualify as a VIE and whether it should be consolidated or accounted for as an equity investment in an unconsolidated joint venture. As a result of the Company's qualitative assessment to determine whether its investment is a VIE, the Company determined that the investment is a VIE based upon the holders of the equity investment at risk lacking the power, through voting rights or similar rights, to direct the activities of the entity that most significantly impact the entity's economic performance. Under the terms of the limited liability company agreement of NoMa JV, the managing member has the full, exclusive and complete right, power, authority, discretion, obligation and responsibility to make all decisions affecting the business of NoMa JV. |
|
After making the determination that its investment in NoMa JV was a VIE, the Company performed an assessment of which partner would be considered the primary beneficiary of NoMa JV and would be required to consolidate the VIE's balance sheet and results of operations. This assessment was based upon which entity (1) had the power to direct matters that most significantly impact the activities of NoMa JV, and (2) had the obligation to absorb losses or the right to receive benefits of NoMa JV that could potentially be significant to the VIE based upon the terms of the partnership and management agreements of NoMa JV. Because the managing member owns two-thirds of the entity and all profits and losses are split pro-rata in accordance with capital accounts, the Company has determined that the managing member has the obligation to absorb the losses or the right to receive benefits of the VIE while retaining the power to make significant decisions for NoMa JV. Based upon this understanding, the Company concluded that the managing member should consolidate NoMa JV and as such, the Company accounts for its investment in NoMa JV as an equity investment in an unconsolidated joint venture. |
|
As of September 30, 2014, the Company had invested 100% of its total committed capital amount of $14,520,000 in NoMa JV for an ownership interest of approximately 33% and had recorded $1,710,327 of capitalized interest on the investment. The Company has no obligation to fund capital to NoMa JV in excess of its original commitment of capital of $14,520,000. The NoMa Project was completed during the quarter ended June 30, 2013. |
|
As of September 30, 2014, the Company had received distributions from NoMa JV of $466,667, or approximately 3.2%, of its invested capital. |
|
On July 16, 2014, the Company converted its ownership in Country Place I and Country Place II from a joint venture limited liability company, of which it held a 58% controlling interest, into a tenancy-in-common ("TIC") undivided ownership interest of 58% in each property. Prior to July 16, 2014, the Company consolidated its investment in Country Place I and Country Place II and reported the remaining 42% ownership through "Noncontrolling interest in properties". The Company evaluated the ownership and control rights under the TIC structure and has determined that it would require deconsolidation and the adoption of the equity method of accounting for its interest in the TIC at carrying value. Accordingly, effective July 16, 2014, the Company recorded its investment in the properties under the equity method of accounting and deconsolidated Country Place I and Country Place II. As of September 30, 2014, its interest in the properties is reflected on the Consolidated Balance Sheets in "Investments in unconsolidated multifamily entities" and the Company's share of net income is reflected in Consolidated Statements of Operations in "Equity in income (loss) of unconsolidated multifamily entities". |
|
The summarized statement of assets, liabilities and members’ capital of NoMa JV, Country Place I and Country Place II is as follows: |
| | | | | | | | |
| | | | | | | | | | | | | | | |
| September 30, | | December 31, | | | | | | | | |
2014 | 2013 | | | | | | | | |
| (unaudited) | | (audited) | | | | | | | | |
ASSETS | | | | | | | | | | | |
Multifamily apartment communities, net | $ | 137,563,537 | | | $ | 126,139,123 | | | | | | | | | |
| | | | | | | |
Cash and cash equivalents | 5,009,328 | | | 1,629,885 | | | | | | | | | |
| | | | | | | |
Other assets | 2,197,000 | | | 546,996 | | | | | | | | | |
| | | | | | | |
Total assets | $ | 144,769,865 | | | $ | 128,316,004 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | |
LIABILITIES AND MEMBERS’ CAPITAL | | | | | | | | | | | | | |
| | | | | | | |
Mortgage note payable | $ | 107,646,455 | | | $ | 85,466,258 | | | | | | | | | |
| | | | | | | |
Other liabilities | 1,103,429 | | | 756,990 | | | | | | | | | |
| | | | | | | |
Noncontrolling interest | 4,098,975 | | | 4,209,276 | | | | | | | | | |
| | | | | | | |
Members’ capital | 31,921,006 | | | 37,883,480 | | | | | | | | | |
| | | | | | | |
Total liabilities and members’ capital | $ | 144,769,865 | | | $ | 128,316,004 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | |
Company’s share of members’ capital | $ | 7,591,459 | | | $ | 12,627,826 | | | | | | | | | |
| | | | | | | |
Basis differential (1) | $ | 1,615,659 | | | $ | 1,666,648 | | | | | | | | | |
| | | | | | | |
Carrying value of the Company’s investment in unconsolidated limited liability companies (2) | $ | 9,207,118 | | | $ | 14,294,474 | | | | | | | | | |
| | | | | | | |
|
| | | | | | | | | | | | | | | |
-1 | This amount represents capitalized interest, net of amortization, pursuant to ASC 835-20, related to the Company's equity investment in NoMa JV. The capitalized interest was computed on the amounts borrowed by the Company to finance its investment in NoMa JV and was not an item required to be funded via a capital call. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | |
-2 | Per the limited liability company agreement of NoMa JV, the Company's liability is limited to its investment in NoMa JV. The Company has fully funded its maximum obligation under the limited liability company agreement as of September 30, 2014 and has no commitment to make additional contributions to NoMa JV. | | | | | | | | | | | | | | |
|
Per the tenancy in common agreement of BIR Country Place II, L.L.C., the Company assumes its proportionate share of any damages associated with the mortgages on Country Place I and Country Place II, which are guaranteed by the Operating Partnership. |
|
The Company evaluates the carrying value of its investments in unconsolidated limited liability companies for impairment periodically and records impairment charges when events or circumstances change indicating that a decline in the fair values below the carrying values has occurred and such decline is other-than-temporary. No such other-than-temporary impairment charges have been recognized during the nine-month period ended September 30, 2014 or twelve-month period ended December 31, 2013. |
|
The summarized statements of operations of NoMa JV, Country Place I and Country Place II for the three- and nine-month periods ended September 30, 2014 and 2013 are as follows: |
|
| | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, | | September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
| | | | | | | |
Revenue | $ | 4,596,853 | | | $ | 1,522,546 | | | $ | 9,857,261 | | | $ | 2,804,862 | |
|
Expenses | (2,717,670 | ) | | (3,290,569 | ) | | (9,152,862 | ) | | (6,718,005 | ) |
Noncontrolling interest | (166,274 | ) | | 176,802 | | | (48,814 | ) | | 391,314 | |
|
Net income (loss) attributable to investment | $ | 1,712,909 | | | $ | (1,591,221 | ) | | $ | 655,585 | | | $ | (3,521,829 | ) |
|
| | | | | | | |
Equity in income (loss) of unconsolidated limited liability companies | $ | 624,385 | | | $ | (530,407 | ) | | $ | 261,649 | | | $ | (1,173,943 | ) |
|
Amortization of basis | (16,996 | ) | | (26,246 | ) | | (50,989 | ) | | (26,246 | ) |
Adjusted equity in income (loss) of unconsolidated limited liability companies | $ | 607,389 | | | $ | (556,653 | ) | | $ | 210,660 | | | $ | (1,200,189 | ) |
|
| | | | | | | | | | | | | | | | |