Investment in Unconsolidated Multifamily Entities | 3 Months Ended |
Mar. 31, 2015 |
Equity Method Investee, Unconsolidated Limited Partnership [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investments | INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIP |
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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. |
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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 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. |
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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. |
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As of March 31, 2015, the Company had invested 100% of its total committed capital amount of $23,400,000 in BVF and had received distributions from BVF of $25,104,682, or approximately 107.3%, of its invested capital. The general partner of BVF is proceeding with BVF's liquidation plan to sell the one remaining asset in its portfolio. |
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The summarized statement of assets, liabilities and partners’ equity of BVF is as follows: |
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| March 31, | | December 31, |
2015 | 2014 |
| (unaudited) | | (audited) |
ASSETS | | | |
Multifamily apartment communities, net | $ | 115,007,655 | | | $ | 116,680,315 | |
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Cash and cash equivalents | 25,078,474 | | | 25,903,395 | |
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Other assets | 4,402,380 | | | 4,801,494 | |
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Total assets | $ | 144,488,509 | | | $ | 147,385,204 | |
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LIABILITIES AND PARTNERS’ EQUITY | | | | | |
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Mortgage notes payable | $ | 132,985,494 | | | $ | 133,445,626 | |
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Other liabilities | 3,286,749 | | | 3,940,477 | |
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Noncontrolling interest | (10,769,407 | ) | | (9,706,447 | ) |
Partners’ equity | 18,985,673 | | | 19,705,548 | |
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Total liabilities and partners’ equity | $ | 144,488,509 | | | $ | 147,385,204 | |
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Company’s share of partners’ equity | $ | 1,329,134 | | | $ | 1,379,531 | |
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Basis differential (1) | 604,395 | | | 604,395 | |
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Carrying value of the Company’s investment in unconsolidated limited partnership (2) | $ | 1,933,529 | | | $ | 1,983,926 | |
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-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 March 31, 2015 and December 31, 2014, 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. | | | | | | |
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-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 March 31, 2015 and has no commitment to make additional contributions to BVF. | | | | | | |
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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 other-than-temporary decline in the fair values below the carrying values has occurred. No such other-than-temporary impairment charges have been recognized during the three-month period ended March 31, 2015 or the year ended December 31, 2014. |
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The summarized statements of operations of BVF for the three-month periods ended March 31, 2015 and 2014 are as follows: |
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| Three months ended |
| March 31, |
| 2015 | | 2014 |
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Revenue | $ | 4,128,825 | | | $ | 28,763,720 | |
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Expenses | (5,911,660 | ) | | (37,257,755 | ) |
Gain on property sales and extinguishment of debt (2) | — | | | 15,247,953 | |
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Noncontrolling interest | 1,062,960 | | | 1,026,400 | |
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Net income (loss) attributable to investment | $ | (719,875 | ) | | $ | 7,780,318 | |
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Equity in income (loss) of unconsolidated limited partnership (1)(2) | $ | (50,397 | ) | | $ | 945,101 | |
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-1 | There were no impairment indicators or impairment write offs in the three-month periods ended March 31, 2015 or 2014. | | | | | | |
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-2 | BVF did not have any dispositions during the three-month period ended March 31, 2015. | | | | | | |
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During the three-month period ended March 31, 2014, BVF recorded a net gain on the disposition of two properties. The gain on the sale was $15,247,953, of which the Company's share was approximately $1,067,000 and is reflected in the "Equity in income of unconsolidated multifamily entities" for the three-month period ended March 31, 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 |
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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%. |
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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. |
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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. |
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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 limited liability company 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. |
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As of March 31, 2015, 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. |
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As of March 31, 2015, the Company had received distributions from operations of $1,800,000 from NoMa JV, or approximately 12.4%, of its invested capital. |
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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. |
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On November 14, 2014, the Company completed the sale of its TIC interests in Country Place I and Country Place II to an unaffiliated buyer. The combined sale price of $57,300,000 was subject to normal operating prorations and adjustments as provided for in the purchase and sale agreement. The Company sold its TIC interests in Country Place I and Country Place II in an exchange transaction under Section 1031 of the Internal Revenue Code for Elan Redmond Town Center. |
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As of March 31, 2015, the Company's residual TIC interest 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 of unconsolidated multifamily entities". |
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The summarized statement of assets, liabilities and members’ capital of NoMa JV and the TIC is as follows: |
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| March 31, | | December 31, |
2015 | 2014 |
| (unaudited) | | (audited) |
ASSETS | | | |
Multifamily apartment communities, net | $ | 119,584,745 | | | $ | 120,777,674 | |
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Cash and cash equivalents | 2,684,176 | | | 5,404,229 | |
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Other assets | 1,131,677 | | | 1,425,062 | |
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Total assets | $ | 123,400,598 | | | $ | 127,606,965 | |
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LIABILITIES AND MEMBERS’ CAPITAL | | | | | |
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Mortgage note payable | $ | 85,466,258 | | | $ | 85,466,258 | |
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Other liabilities | 799,418 | | | 850,590 | |
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Noncontrolling interest | 3,701,033 | | | 4,123,182 | |
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Members’ capital | 33,433,889 | | | 37,166,935 | |
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Total liabilities and members’ capital | $ | 123,400,598 | | | $ | 127,606,965 | |
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Company’s share of members’ capital | $ | 9,255,328 | | | $ | 10,495,636 | |
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Basis differential (1) | $ | 1,581,664 | | | $ | 1,598,660 | |
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Carrying value of the Company’s investment in unconsolidated limited liability companies (2) | $ | 10,836,992 | | | $ | 12,094,296 | |
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-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. | | | | | | |
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-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 March 31, 2015 and has no commitment to make additional contributions to NoMa JV. | | | | | | |
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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 other-than-temporary decline in the fair values below the carrying values has occurred. No such other-than-temporary impairment charges have been recognized during the three-month period ended March 31, 2015 or the year ended December 31, 2014. |
The summarized statements of operations of NoMa JV and the TIC for the three-month periods ended March 31, 2015 and 2014 are as follows: |
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| Three months ended |
| March 31, |
| 2015 | | 2014 |
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Revenue | $ | 3,226,117 | | | $ | 2,381,898 | |
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Expenses | (2,931,313 | ) | | (3,166,281 | ) |
Noncontrolling interest | (27,851 | ) | | 78,429 | |
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Net income (loss) attributable to investment | $ | 266,953 | | | $ | (705,954 | ) |
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Equity in income (loss) of unconsolidated limited liability companies | $ | 93,025 | | | $ | (245,613 | ) |
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Amortization of basis | (16,996 | ) | | (16,996 | ) |
Adjusted equity in income (loss) of unconsolidated limited liability companies | $ | 76,029 | | | $ | (262,609 | ) |
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