Real Estate Assets | Real Estate Assets The Company's real estate assets consisted of: As of: 9/30/2016 12/31/2015 Multifamily communities (1) 25 19 Multifamily units 8,268 6,136 Retail shopping centers 30 14 Approximate square feet of retail gross leasable area (2) 2,913,000 1,279,000 Class A office building 1 — (1) The acquired second phase of the Summit Crossing community is managed in combination with the initial phase of this community and the two are therefore considered a single property, as are the three assets that comprise the Lenox Portfolio. Includes one student housing community as of September 30, 2016. (2) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and not included in the totals above. On September 8, 2015, pursuant to a recommendation by the Company's investment committee, the Company took action to market for sale both phases of its Trail Creek multifamily community located in Hampton, Virginia. On February 24, 2016, the Company reclassified the following real estate assets and the mortgage note payable for Trail Creek from its held and used multifamily segment to property held for sale on its consolidated balance sheets. On May 19, 2016, the Company closed on the sale of Trail Creek to an unrelated third party. The purchaser will not be considered a related party to the Company on an ongoing basis by virtue of its acquisition of Trail Creek. The carrying values of the significant assets and liabilities of Trail Creek reclassified at December 31, 2015 and at the date of disposition were: 5/19/2016 12/31/2015 Real estate assets: Land $ 4,200,000 $ 4,200,000 Building and improvements 30,892,259 30,881,025 Furniture, fixtures and equipment 4,647,117 4,574,848 Accumulated depreciation (6,034,171 ) (5,838,792 ) Property held for sale $ 33,705,205 $ 33,817,081 Liabilities: Mortgage note payable $ 28,109,000 $ 28,109,000 The Company acquired the following multifamily communities during the nine months ended September 30, 2016 and 2015: Acquisition date Property Location Approximate purchase price (millions) (1) Units 1/5/2016 Baldwin Park Orlando, Florida $ 110.8 528 1/15/2016 Crosstown Walk Tampa, Florida $ 45.8 342 2/1/2016 Overton Rise Atlanta, Georgia $ 61.1 294 5/31/2016 Avalon Park Orlando, Florida $ 92.5 487 6/1/2016 North by Northwest (2) Tallahassee, Florida $ 46.1 219 7/1/2016 City Vista Pittsburgh, Pennsylvania (3 ) 272 8/24/2016 Sorrel Jacksonville, Florida $ 48.1 290 2,432 2/13/2015 Avenues at Cypress Houston, Texas (4) 240 2/13/2015 Avenues at Northpointe Houston, Texas (4) 280 5/21/2015 Venue at Lakewood Ranch Sarasota, Florida $ 47.4 237 6/24/2015 Aster at Lely Naples, Florida $ 52.5 308 6/30/2015 CityPark View Charlotte, North Carolina $ 32.7 284 7/31/2015 Avenues at Creekside San Antonio, Texas $ 56.2 395 9/3/2015 Citi Lakes Orlando, Florida $ 63.4 346 2,090 (1) Purchase prices shown are exclusive of acquired escrows, security deposits, prepaids, and other miscellaneous assets and assumed liabilities. (2) A 679 -bed student housing community located adjacent to the campus of Florida State University in Tallahassee, Florida. (3) The Company converted $12,500,000 of its City Vista real estate loan into an approximate 96% ownership interest in a joint venture which owns the underlying property. (4) Avenues at Cypress and Avenues at Northpointe are referred to collectively as the Houston Portfolio, which was acquired for approximately $76.0 million . The purchase prices approximated the fair value of the acquired assets and assumed liabilities. The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. These purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities, but are preliminary and are subject to refinement for a period of up to one year from the closing date of each transaction. 2016 North by Northwest Avalon Park Overton Rise Baldwin Park Land $ 8,281,054 $ 7,410,048 $ 8,511,370 $ 17,402,882 Buildings and improvements 34,355,922 80,558,636 44,710,034 87,105,757 Furniture, fixtures and equipment 2,623,916 1,790,256 6,286,105 3,358,589 Lease intangibles 799,109 2,741,060 1,611,314 2,882,772 Prepaids & other assets 79,626 99,297 73,754 229,972 Escrows 1,026,419 3,477,157 354,640 2,555,753 Accrued taxes (321,437 ) (394,731 ) (66,422 ) (17,421 ) Security deposits, prepaid rents, and other liabilities (159,462 ) (207,623 ) (90,213 ) (226,160 ) Net assets acquired $ 46,685,147 $ 95,474,100 $ 61,390,582 $ 113,292,144 Cash paid $ 12,831,872 $ 30,474,100 $ 20,090,582 $ 35,492,144 Mortgage debt 33,853,275 65,000,000 41,300,000 77,800,000 Total consideration $ 46,685,147 $ 95,474,100 $ 61,390,582 $ 113,292,144 Three months ended September 30, 2016: Revenue $ 1,480,000 $ 2,059,000 $ 1,328,000 $ 2,288,000 Net loss $ (601,000 ) $ (1,094,000 ) $ (593,000 ) $ (1,442,000 ) Nine months ended September 30, 2016: Revenue $ 1,950,000 $ 2,723,000 $ 3,631,000 $ 7,044,000 Net loss $ (608,000 ) $ (1,750,000 ) $ (1,425,000 ) $ (4,180,000 ) Cumulative acquisition costs incurred by the Company $ 402,000 $ 1,314,000 $ 116,000 $ 1,847,000 Remaining amortization period of intangible assets and liabilities (months) 3 8 2 0 2016 Crosstown Walk City Vista Sorrel Land $ 5,178,375 $ 4,081,683 $ 4,412,164 Buildings and improvements 33,605,831 36,084,007 35,512,257 Furniture, fixtures and equipment 5,726,583 5,402,228 6,705,040 Lease intangibles 1,323,511 2,100,866 1,495,539 Prepaids & other assets 125,706 167,797 — Escrows 291,868 599,983 623,791 Accrued taxes (25,983 ) (245,326 ) (437,510 ) Security deposits, prepaid rents, and other liabilities (53,861 ) (141,238 ) (68,828 ) Net assets acquired $ 46,172,030 $ 48,050,000 $ 48,242,453 Cash paid $ 13,632,030 — $ 14,642,453 Real estate loan settled — 12,500,000 — Joint venture partner — (450,000 ) — Mortgage debt 32,540,000 36,000,000 33,600,000 Total consideration $ 46,172,030 $ 48,050,000 $ 48,242,453 Three months ended September 30, 2016: Revenue $ 1,286,000 $ 1,202,000 $ 478,000 Net loss $ (461,000 ) $ (692,000 ) $ (294,000 ) Nine months ended September 30, 2016: Revenue $ 3,625,000 $ 1,202,000 $ 478,000 Net loss $ (1,429,000 ) $ (692,000 ) $ (294,000 ) Cumulative acquisition costs incurred by the Company $ 320,000 $ 18,000 $ 529,000 Remaining amortization period of intangible assets and liabilities (months) 1 7 11 2015 CityPark View Aster at Lely Venue at Lakewood Ranch Houston Portfolio Avenues at Creekside Citi Lakes Land $ 3,558,793 $ 7,675,409 $ 3,791,050 $ 7,162,226 $ 5,983,724 $ 5,558,033 Buildings and improvements 23,797,764 37,661,901 37,574,391 54,217,075 42,050,104 49,416,492 Furniture, fixtures and equipment 4,562,148 6,132,384 5,375,690 13,078,872 6,939,014 7,411,367 Lease intangibles 737,790 1,030,306 669,369 1,571,827 1,227,158 964,108 Prepaids & other assets 99,124 106,717 80,201 150,326 89,582 40,032 Escrows 211,428 — 401,294 362,332 1,058,468 280,863 Accrued taxes (105,756 ) (23,413 ) (216,252 ) (212,601 ) (440,660 ) (187,792 ) Security deposits, prepaid rents, and other liabilities (40,152 ) (64,689 ) (35,157 ) (99,181 ) (218,438 ) (80,629 ) Net assets acquired $ 32,821,139 $ 52,518,615 $ 47,640,586 $ 76,230,876 $ 56,688,952 $ 63,402,474 Cash paid $ 721,139 $ 18,518,615 $ 16,830,586 $ 25,452,876 $ 15,063,952 $ 18,952,474 Real estate loan settled 10,000,000 — — — — — Mortgage debt 22,100,000 34,000,000 30,810,000 50,778,000 41,625,000 44,450,000 Total consideration $ 32,821,139 $ 52,518,615 $ 47,640,586 $ 76,230,876 $ 56,688,952 $ 63,402,474 Three months ended September 30, 2016: Revenue $ 971,000 $ 1,311,000 $ 1,170,000 $ 2,185,000 $ 1,435,000 $ 1,398,000 Net income (loss) $ 58,000 $ (1,000 ) $ 123,000 $ (246,000 ) $ 137,000 $ (143,000 ) Nine months ended September 30, 2016: Revenue $ 2,797,000 $ 3,954,000 $ 3,499,000 $ 6,526,000 $ 4,223,000 $ 4,126,000 Net income (loss) $ 61,000 $ (74,000 ) $ 27,000 $ (864,000 ) $ (157,000 ) $ (1,213,000 ) Cumulative acquisition costs incurred by the Company $ 276,000 $ 438,000 $ 889,000 $ 1,142,000 $ 852,000 $ 1,620,000 Remaining amortization period of intangible assets and liabilities (months) 0 0 0 0 0 0 The Company acquired the following grocery-anchored shopping centers during the nine months ended September 30, 2016 : Acquisition date Property Location Approximate purchase price (millions) (2) Gross leasable area (square feet) 2/29/2016 Wade Green Village (1) Atlanta, Georgia $ 11.0 74,978 4/29/2016 Anderson Central Greenville-Anderson, South Carolina MSA (3) 223,211 4/29/2016 East Gate Shopping Center Augusta, Georgia MSA (3) 75,716 4/29/2016 Fairview Market Greenville, South Carolina (3) 53,888 4/29/2016 Fury's Ferry Augusta, Georgia (3) 70,458 4/29/2016 Rosewood Shopping Center Columbia, South Carolina (3) 36,887 4/29/2016 Southgate Village Birmingham, Alabama (3) 75,092 5/16/2016 The Market at Victory Village Nashville, Tennessee $ 15.6 71,300 7/15/2016 Lakeland Plaza Atlanta, Georgia $ 45.3 301,711 8/8/2016 Thompson Bridge Commons Atlanta, Georgia (4) 92,587 8/8/2016 Cherokee Plaza Atlanta, Georgia (4) 102,864 8/8/2016 Sandy Plains Exchange Atlanta, Georgia (4) 72,784 8/8/2016 Shoppes of Parkland Miami, Florida (4) 145,720 8/8/2016 University Palms Orlando, Florida (4) 99,172 8/8/2016 Heritage Station Raleigh, North Carolina (4) 72,946 8/8/2016 Oak Park Village San Antonio, Texas (4) 64,287 1,633,601 (1) See Note 7 - Related Party Transactions. (2) Purchase price shown is exclusive of acquired escrows, security deposits, prepaids, and other miscellaneous assets and assumed liabilities. (3) The six grocery-anchored shopping centers are referred to collectively as the Southeastern Six Portfolio, which was acquired for approximately $68.7 million . (4) The seven grocery-anchored shopping centers are referred to collectively as the Sunbelt Seven Portfolio, which was acquired for approximately $158.0 million . The purchase prices approximated the fair value of the acquired assets and assumed liabilities. The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. These purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities, but are preliminary and are subject to refinement for a period of up to one year from the closing date of each transaction. Market at Victory Village Southeastern Six Portfolio Wade Green Village Lakeland Plaza Sunbelt 7 Portfolio Land $ 2,271,224 $ 14,081,647 $ 1,840,284 $ 7,079,408 $ 36,198,658 Buildings and improvements 11,872,222 48,598,731 8,159,147 32,258,335 109,504,038 Tenant improvements 402,973 993,530 251,250 828,966 2,143,404 In-place leases 847,939 4,906,398 841,785 2,947,175 11,005,662 Above-market leases 100,216 86,234 107,074 1,349,624 458,353 Leasing costs 253,640 992,143 167,541 1,287,825 4,116,560 Below-market leases (198,214 ) (1,069,877 ) — (797,729 ) (7,617,485 ) Other assets 157,775 600,069 10,525 — 3,409,838 Other liabilities (179,546 ) (437,008 ) (59,264 ) (180,331 ) (1,196,579 ) Net assets acquired $ 15,528,229 $ 68,751,867 $ 11,318,342 $ 44,773,273 $ 158,022,449 Cash paid $ 6,278,229 $ 43,751,867 $ 6,245,683 (1) $ 14,773,273 $ 60,368,449 Class A OP Units granted — — 5,072,659 (2) — — Mortgage debt 9,250,000 (3) 25,000,000 — (4) 30,000,000 97,654,000 Total consideration $ 15,528,229 $ 68,751,867 $ 11,318,342 $ 44,773,273 $ 158,022,449 Three months ended September 30, 2016: Revenue $ 331,000 $ 1,569,000 $ 297,000 $ 728,000 $ 1,787,000 Net loss $ (38,000 ) $ (105,000 ) $ (103,000 ) $ (134,000 ) $ (164,000 ) Nine months ended September 30, 2016: Revenue $ 491,000 $ 2,660,000 $ 634,000 $ 728,000 $ 1,787,000 Net loss $ (56,000 ) $ (334,000 ) $ (255,000 ) $ (134,000 ) $ (164,000 ) Cumulative acquisition costs incurred by the Company $ 112,000 $ 639,000 $ 295,000 $ 200,000 $ 614,000 Remaining amortization period of intangible assets and liabilities (years) 8.0 4.3 2.5 7.5 9.2 (1) The contributor had an outstanding $6.25 million bridge loan secured by the property issued by Madison Wade Green Lending, LLC, an indirect wholly owned entity of the Company. Upon contribution of the property, the Company assumed the loan and concurrently extinguished the obligation. (2) As partial consideration for the property contribution, the Company granted 419,228 Class A OP Units to the contributor, net of contribution adjustments at closing. The value and number of Class A OP Units to be granted at closing was determined during the contract process and remeasured at fair value as of the contribution date of February 29, 2016. Class A OP Units are exchangeable for shares of Common Stock on a one-for-one basis, or cash, at the election of the Operating Partnership. Therefore, the Company determined the fair value of the Units to be equivalent to the price of its common stock on the closing date of the acquisition. (3) The Company assumed the existing mortgage in conjunction with its acquisition of The Market at Victory Village. See note 10. (4) Subsequent to the closing of the acquisition, the Company closed on a mortgage loan on Wade Green Village in the amount of $8.2 million . See note 10. The Company acquired the following grocery-anchored shopping centers during the nine months ended September 30, 2015 : Acquisition date Property Location Approximate purchase price (millions) Gross leasable area 9/4/2015 Royal Lakes Marketplace (1) Atlanta, Georgia $ 16.6 119,493 7/1/2015 Independence Square Dallas, Texas $ 18.0 140,218 259,711 (1) See Note 7 - Related Party Transactions The purchase prices approximated the fair value of the acquired assets and assumed liabilities. The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. These purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities, but are preliminary and are subject to refinement for a period of up to one year from the closing date of each transaction. Independence Square Royal Lakes Marketplace Land $ 4,114,574 $ 4,874,078 Buildings and improvements 13,123,553 9,921,403 Tenant improvements 566,857 517,191 In-place leases 1,567,944 957,093 Above-market leases 35,127 198,238 Leasing costs 392,451 365,629 Below-market leases (1,775,506 ) (315,837 ) Other assets — 88,553 Security deposits, prepaid rents, and other liabilities (226,599 ) (145,581 ) Net assets acquired $ 17,798,401 $ 16,460,767 Cash paid $ 17,798,401 $ 6,660,767 Mortgage debt — (1) 9,800,000 Total consideration $ 17,798,401 $ 16,460,767 (1) On August 27, 2015, the Company entered into a mortgage note secured by the Independence Square property in the principal amount of $12,617,500 . Independence Square Royal Lakes Marketplace Three months ended September 30, 2016: Revenue $ 535,000 $ 341,000 Net loss $ (68,000 ) $ (5,000 ) Nine months ended September 30, 2016: Revenue $ 1,580,000 $ 1,016,000 Net loss $ (256,000 ) $ (61,000 ) Cumulative acquisition costs incurred by the Company $ 573,000 $ 245,000 Remaining amortization period of intangible assets and liabilities (years) 6.3 9.9 On August 29, 2016, the Company acquired a nine-story, class A office building in Birmingham Alabama. The Company allocated the purchase price to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities, but are preliminary and are subject to refinement for a period of up to one year from the closing date of the transaction. Brookwood Office Land $ 1,744,828 Buildings and improvements 39,099,395 Tenant improvements 3,561,805 In-place leases 3,728,049 Above-market leases 146,941 Leasing costs 2,402,958 Below-market leases (1,737,158 ) Other assets 1,466,906 Other liabilities (580,668 ) Net assets acquired $ 49,833,056 Cash paid $ 17,433,056 Mortgage debt 32,400,000 Total consideration $ 49,833,056 Three months ended September 30, 2016: Revenue $ 513,000 Net income $ 74,000 Nine months ended September 30, 2016: Revenue $ 513,000 Net income $ 74,000 Cumulative acquisition costs incurred by the Company $ 377,000 Remaining amortization period of intangible assets and liabilities (years) 11.9 The Company recognizes depreciation and amortization expense over the estimated useful life of its tangible and intangible assets. The Company's consolidated amortization and depreciation expense consisted of: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Depreciation: Buildings and improvements $ 9,637,960 $ 4,545,441 $ 24,251,696 $ 11,356,809 Furniture, fixtures, and equipment 5,775,856 2,999,399 15,135,655 7,695,830 15,413,816 7,544,840 39,387,351 19,052,639 Amortization: Acquired intangible assets 6,205,194 2,982,982 15,523,359 7,343,400 Deferred leasing costs 38,621 7,207 53,510 7,207 Website development costs 6,732 1,457 16,844 6,517 Total depreciation and amortization $ 21,664,363 $ 10,536,486 $ 54,981,064 $ 26,409,763 |