Acquisition and development of real estate investments | Acquisition and development of real estate investments Acquisition of collegiate housing properties 2015 Acquisitions During the nine months ended September 30, 2015 , the Trust completed the following two collegiate housing property acquisitions: Acquisition Contract Price Name Primary University Served Date # of Beds # of Units (in thousands) The Commons on Bridge University of Tennessee Knoxville, Tennessee June 2015 150 51 $ 9,700 The Province at Boulder University of Colorado Boulder, Colorado Sept 2015 317 84 $ 48,800 Combined acquisition costs for these purchases were $0.2 million and are included in general and administrative expenses in the accompanying condensed statements of income and comprehensive income for the nine months ended September 30, 2015 . The Trust funded these acquisitions with proceeds from draws on the Fifth Amended Revolver (as defined in Note 6). Due to the timing of the completion of the acquisition of The Province at Boulder, work is still ongoing to determine the fair value of the assets and liabilities as of the acquisition date, and as a result, the following amounts are preliminary. Below is the allocation of the purchase price to the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): The Commons on Bridge The Province at Boulder Total Collegiate housing properties $ 9,624 $ 48,522 $ 58,146 In-place leases 76 278 354 Other assets 5 85 90 Current liabilities (338 ) (376 ) (714 ) Total net assets acquired $ 9,367 $ 48,509 $ 57,876 The $0.6 million difference between contracted price of $58.5 million and the net assets above represents working capital and other liabilities that were not part of the contractual purchase price, but were acquired. In conjunction with the acquisition of the The Province at Boulder, the Trust entered into a reverse Section 1031 like-kind exchange agreement with a third party intermediary, which, for a maximum of 180 days, allows us to defer for tax purposes, gains on the sale of other properties identified and sold within this period. Until the earlier of the termination of the exchange agreements or 180 days after the respective acquisition date, the third party intermediary is the legal owner of the property; however, the Trust controls the activities that most significantly impact the property and retains all of the economic benefits and risks associated with the property. Therefore, at the date of the acquisition, it was determined that the Trust was the primary beneficiary of this VIE and consolidated the property and its operations as of the respective acquisition date. As of September 30, 2015, this VIE had total assets of $49.0 million , no significant liabilities, and no significant cash flows. The unaudited pro forma information had the acquisition date been January 1, 2014 is as follows (in thousands, except per share and per unit amounts): Nine months ended September 30, 2015 2014 Total revenue $ 182,238 $ 160,311 Net income attributable to the Trust $ 6,210 $ 24,767 Net income attributable to common shareholders - basic $ 0.13 $ 0.60 Net income attributable to common shareholders - diluted $ 0.13 $ 0.59 Net income attributable to EROP $ 6,248 $ 25,024 Net income attributable to unitholders - basic and diluted $ 0.13 $ 0.60 2014 Acquisitions During the year ended December 31, 2014 , the following collegiate housing property acquisitions were completed: Name Primary University Served Acquisition Date # of Beds # of Units Contract Price (in thousands) 109 Tower Florida International University Miami, Florida Aug 2014 542 149 $ 43,500 District on Apache Arizona State University Tempe, Arizona Sept 2014 900 279 $ 89,800 Combined acquisition costs for these purchases were $0.9 million . These acquisitions were funded with proceeds from the follow-on equity offering in June 2014, draws on the Fourth Amended Revolver and the Fifth Amended Revolver (see Note 6) and cash on hand. A summary follows of the fair values of the assets acquired and the liabilities assumed as of the dates of the acquisitions (in thousands): 109 Tower District on Apache Total Collegiate housing properties $ 43,384 $ 89,216 $ 132,600 In-place leases — 643 643 Other assets 200 36 236 Current liabilities (746 ) (1,341 ) (2,087 ) Total net assets acquired $ 42,838 $ 88,554 $ 131,392 The contracted purchase price of $133.3 million , reflected in the table above, net of $2.1 million in assumed liabilities, represents a net asset value of $131.2 million . The $0.2 million difference between this amount and the net assets reflected in the second table above represents working capital and other assets that were not part of the contractual purchase price, but were acquired. During 2014, the Trust also purchased the remaining 30% of its joint venture partner's interest in The Retreat at Oxford and a portion of its joint venture partner's interest in Roosevelt Point (see Note 8). The unaudited pro forma information had the acquisition date been January 1, 2013 is as follows (in thousands, except per share and per unit amounts): Nine months ended September 30, 2014 Total revenue (1) $ 165,458 Net income attributable to the Trust (1) $ 28,383 Net income attributable to common shareholders - basic $ 0.69 Net income attributable to common shareholders - diluted $ 0.68 Net income attributable to EROP (1) $ 28,664 Net income attributable to unitholders - basic and diluted $ 0.69 (1) As the 109 Tower opened for 2014/2015 lease year, the supplemental pro forma revenue and net income for the period between January 1, 2014 to September 30, 2014 only includes its operations from the date it opened. Development of collegiate housing properties During the nine months ended September 30, 2015 , the Trust developed the following communities which opened during the 2015/2016 lease year. The costs incurred to date represent the balance capitalized in collegiate housing properties, net as of September 30, 2015 (dollars in thousands): Name Primary University Served Bed Count Costs Incurred as of September 30, 2015 Internal Development Costs Capitalized Interest Costs Capitalized Internal Development Costs Capitalized Interest Costs Capitalized Nine months ended September 30, 2015 Three months ended September 30, 2015 Woodland Glen III, IV & V University of Kentucky 1,610 $ 102,991 $ 353 $ 2,414 $ 163 $ 558 The Oaks on the Square - Phase IV University of Connecticut 391 44,005 301 633 193 228 The Retreat at Louisville (1) University of Louisville 656 43,923 176 568 60 186 Total - owned communities 2,657 190,919 830 3,615 416 972 Georgia Heights (2) University of Georgia 292 51,227 216 273 89 54 Total joint ventures 292 51,227 216 273 89 54 Total 2,949 $ 242,146 $ 1,046 $ 3,888 $ 505 $ 1,026 (1) In June 2014, the Trust announced an agreement with a subsidiary of Landmark Property Holdings, LLC ("Landmark") to develop, own and manage cottage-style collegiate housing property adjacent to The University of Louisville. The Trust is the majority owner and managing member of the joint venture. (2) In 2013, the Trust entered into an agreement to develop, own and manage a mixed-use development adjacent to the main entrance of the University of Georgia. The costs above represent total costs incurred for the joint venture development. The Trust holds a 50% interest in the joint venture and manages the community. The Trust does not consolidate the joint venture and its investment in the community of $10.5 million and $10.2 million as of September 30, 2015 and December 31, 2014 , respectively, is classified as other assets in the accompanying condensed consolidated balance sheets. During 2014 , the Trust developed the following communities which opened during the 2014/2015 lease year. The costs incurred to date represent the balance capitalized in collegiate housing properties, net as of December 31, 2014 (dollars in thousands): Name Primary University Served Bed Count Costs Incurred as of December 31, 2014 Internal Development Costs Capitalized Interest Costs Capitalized Internal Development Costs Capitalized Interest Costs Capitalized Nine months ended September 30, 2014 Three months ended September 30, 2014 The Lotus (1) University of Colorado 195 $ 27,800 $ 131 $ 254 $ 34 $ 81 Haggin Hall (2) University of Kentucky 396 23,840 121 319 60 110 Champions Court I (2) University of Kentucky 740 47,368 145 778 81 233 Champions Court II (2) University of Kentucky 427 24,329 96 405 20 123 Woodland Glen I & II (2) University of Kentucky 818 45,730 146 714 80 222 605 West (3) Duke University 384 45,258 84 607 12 174 The Oaks on the Square - Phase III (4) University of Connecticut 116 12,482 124 156 73 44 Total owned communities 3,076 226,807 847 3,233 360 987 The Marshall (5) University of Minnesota 994 93,976 96 383 27 110 Total joint ventures 994 93,976 96 383 27 110 Total 4,070 $ 320,783 $ 943 $ 3,616 $ 387 $ 1,097 (1) In November 2011, the Trust purchased a collegiate housing property near the University of Colorado, Boulder ("The Lotus"). The Trust developed additional housing on the existing land, which opened for the 2014/2015 lease year. (2) In December 2011, the Trust was selected by the University of Kentucky to develop, own and manage new collegiate housing on its campus. This project will be financed through the ONE Plan SM . Phase I opened in August 2013 and Phase II, which includes these communities, opened for the 2014-2015 lease year. The third phase opened in August 2015. (3) In March 2013, the Trust announced an agreement with Javelin 19 Investments, LLC ("Javelin 19") to develop, own and manage 605 West, a new collegiate housing property near Duke University. The Trust is the majority owner and managing member of the joint venture and manages the community, which opened in August 2014. For a period of five years from the date on which the property receives its initial certificate of occupancy, Javelin 19 has the right to require the Trust to purchase Javelin 19’s 10% interest in the joint venture at a price to be determined. (4) In 2010, LeylandAlliance LLC and the Trust entered into an agreement to develop the first two phases of Storrs Center, a mixed-use town center project, adjacent to the University of Connecticut. The Trust developed, owns and manages the collegiate housing properties in these first two phases and both phases include commercial and residential offerings. The first phase opened in August 2012 and the second phase opened in August 2013. LeylandAlliance LLC and the Trust subsequently entered into additional agreements to develop the third and fourth phases of the project. The third phase opened in August 2014 and the fourth phase opened in August 2015. (5) In 2012, Trust entered into an agreement to develop, own and manage a mixed-use development located two blocks from University of Minnesota. The costs above represent total costs incurred for the joint venture development. The Trust holds a 50% interest in the joint venture and manages the community, which opened in August 2014. The Trust does not consolidated the joint venture and its investment in the community of $17.2 million and $18.4 million as of September 30, 2015 and December 31, 2014 , respectively, is classified as other assets in the accompanying condensed consolidated balance sheets. The following represents a summary of active developments as of September 30, 2015 , including development costs and costs capitalized (dollars in thousands): Name Primary University Served Bed Count Costs Incurred as of September 30, 2015 Internal Development Costs Capitalized Interest Costs Capitalized Internal Development Costs Capitalized Interest Costs Capitalized Nine months ended September 30, 2015 Three months ended September 30, 2015 Limestone Park I & II University of Kentucky 1,141 $ 39,571 $ 276 $ 586 $ 82 $ 283 Retreat at Oxford - Phase II University of Mississippi 350 8,998 44 112 14 59 University Flats University of Kentucky 771 5,752 161 27 87 25 Honors College University of Kentucky 350 307 — — — — Boise State University Boise State University 656 173 26 — 26 — Retreat at Blacksburg - Phase I & II Virginia Tech 829 15,563 79 56 74 56 Total active projects under development 4,097 $ 70,364 $ 586 $ 781 $ 283 $ 423 All costs related to the development of collegiate housing communities are classified as assets under development in the accompanying condensed consolidated balance sheets until the community is completed and opened. |