Business Combination Disclosure | Real Estate Assets The Company's real estate assets consisted of: As of: 6/30/17 12/31/16 Multifamily communities: Properties (1) 25 24 Units 8,074 8,049 New Market Properties (2) Properties 33 31 Gross leasable area (square feet) (3) 3,477,941 3,295,491 Student housing properties: Properties 2 1 Units 444 219 Beds 1,319 679 Office buildings: Properties 3 3 Rentable square feet 1,094,000 1,096,834 (1) The acquired second phase of the Summit Crossing community is managed in combination with the initial phase and so together are considered a single property, as are the three assets that comprise the Lenox Portfolio. (2) See note 12, Segment information. (3) 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 January 20, 2017, the Company closed on the sale of its 364 -unit multifamily community in Kansas City, Kansas, or Sandstone Creek, to an unrelated third party for a purchase price of $48.1 million , exclusive of closing costs and resulting in a gain of $0.3 million , which is net of disposition expenses including $1.4 million of debt defeasance related costs. Sandstone Creek contributed approximately $1.2 million and $(0.6) million of net income (loss) to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016 , respectively. On March 7, 2017, the Company closed on the sale of its 408 -unit multifamily community in Atlanta, Georgia, or Ashford Park, to an unrelated third party for a purchase price of $65.5 million , exclusive of closing costs and resulting in a gain of $30.4 million , which is net of disposition expenses including $1.1 million of debt defeasance related costs plus a prepayment premium of approximately $0.4 million . Ashford Park contributed approximately $2.3 million and $0.4 million of net income to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016 , respectively. On May 25, 2017, the Company closed on the sale of its 300-unit multifamily community in Dallas, Texas, or Enclave at Vista Ridge, to an unrelated third party for a purchase price of $44.0 million , exclusive of closing costs and resulting in a gain of $6.9 million , net of disposition expenses including $2.1 million of debt defeasance related costs. Enclave at Vista Ridge contributed approximately $9.8 million and $(0.1) million of net income (loss) to the consolidated operating results of the Company for the six-month periods ended June 30, 2017 and 2016 , respectively. The carrying amounts of the significant assets and liabilities of the disposed properties at the dates of sale were: Sandstone Creek Ashford Park Enclave at Vista Ridge 1/20/2017 3/7/2017 5/25/2017 Real estate assets: Land $ 2,846,197 $ 10,600,000 $ 4,704,917 Building and improvements 41,859,684 24,075,263 29,915,903 Furniture, fixtures and equipment 5,278,268 4,222,858 2,874,403 Accumulated depreciation (4,808,539 ) (6,816,193 ) (3,556,362 ) Total assets $ 45,175,610 $ 32,081,928 $ 33,938,861 Liabilities: Mortgage note payable $ 30,840,135 $ 25,626,000 $ 24,862,000 Supplemental mortgage note $ — $ 6,373,717 $ — Multifamily communities acquired During the six-month periods ended June 30, 2017 and 2016 , the Company completed the acquisition of the following multifamily communities and student housing property: Acquisition date Property Location Approximate purchase price (millions) (1) Units 2/28/2017 Regents on University (2) Tempe, Arizona $ 53.3 225 3/3/2017 Broadstone at Citrus Village Tampa, Florida $ 47.4 296 3/24/2017 Retreat at Greystone Birmingham, Alabama $ 50.0 312 3/31/2017 Founders Village Williamsburg, Virginia $ 44.4 247 4/26/2017 Claiborne Crossing Louisville, Kentucky $ 45.2 242 1,322 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 (3) Tallahassee, Florida $ 46.1 219 1,870 (1) Purchase prices shown are exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. (2) A 640 -bed student housing community located adjacent to the campus of Arizona State University in Tempe, Arizona. (3) A 679 -bed student housing community located adjacent to the campus of Florida State University in Tallahassee, Florida. The Company allocated the purchase prices and, for acquisitions that closed subsequent to January 1, 2017, capitalized acquisition costs, to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities. 2017 Multifamily Communities acquired Broadstone at Citrus Village Regents on University Retreat at Greystone Founders Village Claiborne Crossing Land $ 4,809,113 $ 7,440,934 $ 4,077,262 $ 5,314,862 $ 2,147,217 Buildings and improvements 34,180,983 40,058,727 35,336,277 32,853,763 30,551,646 Furniture, fixtures and equipment 6,299,645 3,771,432 9,125,302 5,907,345 7,027,257 Lease intangibles 1,624,752 2,344,404 1,844,476 1,421,197 1,268,810 Mark to market debt assumption asset 893,385 — — — 4,447,751 Prepaids & other assets 744,970 808,045 871,684 938,419 1,120,728 Escrows 67,876 — 101,503 — — Accrued taxes (108,286 ) (71,856 ) (139,046 ) — (115,728 ) Security deposits, prepaid rents, and other liabilities (24,887 ) (377,735 ) (108,573 ) (103,204 ) (130,850 ) Net assets acquired $ 48,487,551 $ 53,973,951 $ 51,108,885 $ 46,332,382 $ 46,316,831 Cash paid $ 18,237,551 $ 16,488,951 $ 1,660,888 $ 1,438,320 $ 19,242,604 Use of 1031 proceeds — — 14,237,997 13,289,062 — Mortgage debt 30,250,000 37,485,000 35,210,000 31,605,000 27,074,227 Total consideration $ 48,487,551 $ 53,973,951 $ 51,108,885 $ 46,332,382 (1 ) $ 46,316,831 Three months ended June 30, 2017: Revenue $ 1,087,000 $ 1,422,000 $ 1,209,000 $ 1,003,000 $ 733,000 Net income (loss) $ (719,000 ) $ (1,553,000 ) $ (687,000 ) $ (507,000 ) $ (827,000 ) Six months ended June 30, 2017: Revenue $ 1,460,000 $ 1,894,000 $ 1,298,000 $ 1,003,000 $ 733,000 Net income (loss) $ (793,000 ) $ (1,895,000 ) $ (931,000 ) $ (705,000 ) $ (827,000 ) Capitalized acquisition costs incurred by the Company $ 458,000 $ 290,000 $ 383,000 $ 1,103,000 293,000 Acquisition costs paid to related party (included above) $ 24,000 $ 60,000 $ 56,000 $ 8,000 22,000 Remaining amortization period of intangible assets and liabilities (months) 35.3 1.5 8.5 8.5 90.1 (1) The Company's real estate loan investment in support of Founders Village was repaid in full at the closing of the acquisition of the property. 2016 Multifamily Communities acquired North by Northwest Avalon Park Overton Rise Baldwin Park Crosstown Walk Land $ 8,281,054 $ 7,410,048 $ 8,511,370 $ 17,402,882 $ 5,178,375 Buildings and improvements 34,355,922 80,558,636 44,710,034 87,105,757 33,605,831 Furniture, fixtures and equipment 2,623,916 1,790,256 6,286,105 3,358,589 5,726,583 Lease intangibles 799,109 2,741,060 1,611,314 2,882,772 1,323,511 Prepaids & other assets 79,626 99,297 73,754 229,972 125,706 Escrows 1,026,419 3,477,157 354,640 2,555,753 291,868 Accrued taxes (321,437 ) (394,731 ) (66,422 ) (17,421 ) (25,983 ) Security deposits, prepaid rents, and other liabilities (159,462 ) (207,623 ) (90,213 ) (226,160 ) (53,861 ) Net assets acquired $ 46,685,147 $ 95,474,100 $ 61,390,582 $ 113,292,144 $ 46,172,030 Cash paid $ 12,831,872 $ 30,474,100 $ 20,090,582 $ 35,492,144 $ 13,632,030 Mortgage debt (1) 33,853,275 65,000,000 41,300,000 77,800,000 32,540,000 Total consideration $ 46,685,147 $ 95,474,100 $ 61,390,582 $ 113,292,144 $ 46,172,030 Three months ended June 30, 2017: Revenue $ 1,471,000 $ 2,047,000 $ 1,313,000 $ 2,351,000 $ 1,292,000 Net income (loss) $ (69,000 ) $ (1,047,000 ) $ (121,000 ) $ (686,000 ) $ (88,000 ) Six months ended June 30, 2017: Revenue $ 2,936,000 $ 4,015,000 $ 2,579,000 $ 4,714,000 $ 2,590,000 Net income (loss) $ (202,000 ) $ (2,280,000 ) $ (267,000 ) $ (1,270,000 ) $ (129,000 ) Cumulative acquisition costs incurred by the Company $ 378,000 $ 1,315,000 $ 115,000 $ 1,848,000 $ 319,000 Remaining amortization period of intangible assets and liabilities (months) 0.0 0.0 0.0 0.0 0.0 Grocery-anchored shopping centers acquired During the six months ended June 30, 2017, the Company completed the acquisition of the following grocery-anchored shopping centers: Acquisition date Property Location Approximate purchase price (millions) (1) Gross leasable area (square feet) 4/21/17 Castleberry-Southard Atlanta, Georgia $ 17.6 80,018 6/6/17 Rockbridge Village Atlanta, Georgia $ 20.3 102,432 182,450 (1) Purchase prices shown are exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous 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. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities. New Market Properties 2017 acquisitions Castleberry-Southard Rockbridge Village Land $ 3,023,731 $ 3,141,325 Buildings and improvements 13,471,240 15,666,091 Tenant improvements 670,376 278,340 In-place leases 990,663 1,249,694 Above market leases 123,084 59,267 Leasing costs 464,544 301,761 Below market leases (1,081,145 ) (332,725 ) Other assets 67,899 7,136 Other liabilities (162,499 ) (89,212 ) Net assets acquired $ 17,567,893 $ 20,281,677 Cash paid $ 2,306,703 $ 6,031,677 Use of 1031 proceeds 3,761,190 — Mortgage debt 11,500,000 14,250,000 Total consideration $ 17,567,893 $ 20,281,677 Three months ended June 30, 2017: Revenue $ 246,000 $ 110,000 Net income (loss) $ (88,000 ) $ 8,000 Six months ended June 30, 2017: Revenue $ 246,000 $ 110,000 Net income (loss) $ (88,000 ) $ 8,000 Capitalized acquisition costs incurred by the Company $ 78,000 $ 114,000 Capitalized acquisition costs paid to related party (included above) 19,000 23,000 Remaining amortization period of intangible assets and liabilities (years) 10.0 7.8 During the six months ended June 30, 2016 , the Company completed the acquisition of the following grocery-anchored shopping centers: Acquisition date Property Location Approximate purchase price (millions) (1) Gross leasable area (square feet) 2/29/16 Wade Green Village Atlanta, Georgia $ 11.0 74,978 4/29/16 Southeastern Six Portfolio (2) $ 68.7 535,252 5/16/16 The Market at Victory Village Nashville, Tennessee $ 15.6 71,300 681,530 (1) Purchase price shown is exclusive of acquired escrows, security deposits, prepaids, and other miscellaneous assets and assumed liabilities. (2) The six grocery-anchored shopping centers located in Georgia, South Carolina and Alabama are referred to collectively as the Southeastern Six Portfolio. The Company allocated the purchase prices 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. New Market Properties 2016 acquisition The Market at Victory Village Southeastern Six Portfolio Wade Green Village Land $ 2,271,224 $ 14,081,647 $ 1,840,284 Buildings and improvements 11,872,222 48,598,731 8,159,147 Tenant improvements 402,973 993,530 251,250 In-place leases 847,939 4,906,398 841,785 Above market leases 100,216 86,234 107,074 Leasing costs 253,640 992,143 167,541 Below market leases (198,214 ) (1,069,877 ) — Other assets 157,775 600,069 10,525 Other liabilities (179,546 ) (437,008 ) (59,264 ) Net assets acquired $ 15,528,229 $ 68,751,867 $ 11,318,342 Cash paid $ 6,278,229 $ 43,751,867 $ 6,245,683 (1) Class A OP Units granted — — 5,072,659 (2) Mortgage debt 9,250,000 (3) 25,000,000 — (4) Total consideration $ 15,528,229 $ 68,751,867 $ 11,318,342 Three months ended June 30, 2017: Revenue $ 337,000 $ 1,593,000 $ 247,000 Net income (loss) $ (31,000 ) $ (84,000 ) $ (77,000 ) Six months ended June 30, 2017: Revenue $ 695,000 $ 3,154,000 $ 521,000 Net income (loss) $ (51,000 ) $ (177,000 ) $ (180,000 ) Cumulative acquisition costs incurred by the Company $ 111,000 $ 633,000 $ 297,000 Remaining amortization period of intangible assets and liabilities (years) 7.9 4.0 1.9 (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. (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 . Office buildings In the Company's Annual Report on Form 10-K for the year ended December 31, 2016, the Company reported a misclassified amount of tenant improvements on its acquisition of the Three Ravinia office building. The impact on the Company's Consolidated Balance Sheet for the year ended December 31, 2016 was an understatement of buildings and improvements of approximately $14.2 million and an overstatement of tenant improvements of the same amount, as shown in the table below. The Company assessed the impact of the error, both quantitatively and qualitatively, in accordance with the SEC’s Staff Accounting Bulletin (SAB) No. 99 and SAB No. 108 and concluded that it was not material to the Company’s previously issued Financial Statements. In order to conform previous financial statements with the current period, the Company elected to revise previously issued financial statements the next time such financial statements are filed. The revision had no impact on the Consolidated Statement of Operations, Consolidated Statement of Stockholder’s Equity, or the Consolidated Statement of Cash Flows. Consolidated balance sheet as of December 31, 2016 As previously reported Adjustment As revised Real estate Building and improvements $ 1,499,129,649 $ 14,164,111 $ 1,513,293,760 Tenant improvements $ 37,806,472 $ (14,164,111 ) $ 23,642,361 Three Ravinia acquisition As previously reported Adjustment As revised Real estate Buildings and improvements $ 133,323,658 $ 14,164,111 $ 147,487,769 Tenant improvements $ 20,698,893 $ (14,164,111 ) $ 6,534,782 The error in the prior year purchase price allocation for the Three Ravinia acquisition was related to the expenditure timing of landlord funded tenant allowances and the related recognition of value at the acquisition date. The Company recorded aggregate amortization and depreciation expense of: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Depreciation: Buildings and improvements $ 13,423,643 $ 7,832,592 $ 25,844,692 $ 14,613,736 Furniture, fixtures, and equipment 7,352,433 4,937,888 13,218,995 9,359,800 20,776,076 12,770,480 39,063,687 23,973,536 Amortization: Acquired intangible assets 7,520,630 5,184,271 14,020,200 9,318,164 Deferred leasing costs 149,371 10,032 181,762 14,889 Website development costs 10,924 5,192 17,541 10,112 Total depreciation and amortization $ 28,457,001 $ 17,969,975 $ 53,283,190 $ 33,316,701 At June 30, 2017 , the Company had recorded gross intangible assets of $138.1 million , and accumulated amortization of $56.6 million ; gross intangible liabilities of $34.8 million and accumulated amortization of $5.7 million . Net intangible assets and liabilities as of June 30, 2017 will be amortized over the weighted average remaining amortization periods of approximately 6.2 years and 9.4 years , respectively. |