Acquisition, Development, and Disposition Activity | 3 Months Ended |
Mar. 31, 2015 |
Acquisition, Development, and Disposition Activity [Abstract] | |
ACQUISITION, DEVELOPMENT, AND DISPOSITION ACTIVITY | ACQUISTION, DEVELOPMENT, AND DISPOSITION ACTIVITY |
Acquisition Activity |
On September 20, 2013, we entered into an agreement to acquire a portfolio of seven properties for a total purchase price of $323.9 million, including the assumption of $28.0 million of existing mortgage financing. During the year ended December 31, 2013, we closed on three of the seven properties: The Apartments at Blakeney, St. Mary's Square and Lofts at Weston Lakeside. During the year ended December 31, 2014, we closed on an additional two properties: Alpha Mill Phase I and Alpha Mill Phase II, which we operate as one property. During the three months ended March 31, 2015, we closed on one property: 1160 Hammond. We expect to acquire the remaining property based on the closing period set forth in the following table. This remaining closing is contingent upon the completed construction of the property. Our obligation to purchase this property is subject to certain closing conditions specified in the agreement. If we choose not to purchase the remaining property, despite the closing conditions having been satisfied within the time period contemplated by the purchase agreement, we would forfeit the then-remaining balance of our earnest money deposit, which was, as of March 31, 2015, $10.0 million. This remaining balance of our earnest money deposit represents our maximum exposure to loss until the closing of the remaining portfolio property. We consider our deposit allocated to the entity developing the property under construction to be a variable interest and the development entity to be a VIE for which we are not the primary beneficiary as of this reporting date as we do not have control over the entity. Although we intend to acquire the remaining property, and regard our acquisition as probable, there can be no assurance that we will acquire the property. |
The table below provides details for the remaining property we plan to acquire: |
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(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | |
Property | | Location | | Units | | Estimated Closing Period | | Purchase Price | | | | | | | | | | | | | | | | | | | | | | |
Varela Westshore | | Tampa, FL | | 350 | | Q2 2015 | | $ | 79,450 | | | | | | | | | | | | | | | | | | | | | | | |
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During the year ended December 31, 2012, we entered into an agreement to acquire for a purchase price of $80.2 million a 331-unit property that is being developed in Ft. Lauderdale, Florida. Our purchase obligation is conditioned upon the successful completion of the property in accordance with agreed upon plans and specifications and up to an 18-month period to allow for lease up of the property. Closing will not occur unless the conditions are satisfied, which is currently expected to occur in February 2016. The developer may elect to terminate our agreement to purchase by agreeing to the release of our $4.0 million earnest money deposit from escrow and paying us an $8.0 million termination fee. If we choose not to purchase the property, despite the closing conditions having been satisfied within the time period contemplated by the purchase agreement, we would forfeit our $4.0 million earnest money deposit. This earnest money deposit represents our maximum exposure to loss until the closing of the property. We consider our deposit to be a variable interest and the development entity to be a VIE for which we are not the primary beneficiary as of this reporting date as we do not have control over the entity. |
On March 2, 2015, we acquired 1160 Hammond, a 345-unit property located in Atlanta, Georgia, for a total purchase price of $80.4 million. This acquisition was funded by borrowings from our unsecured revolving line of credit and proceeds from property dispositions held for a 1031 exchange. |
Table of Contents |
The following table represents the purchase price allocation for the property acquired during the three months ended March 31, 2015. |
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| | Three Months Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Land | | $ | 6,953 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Buildings and improvements | | 71,664 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Furniture and fixtures | | 1,270 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Existing leases (Other assets) | | 463 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total | | $ | 80,350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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The following table presents actual and pro forma information related to the property acquired during the three months ended March 31, 2015. The pro forma information is presented as if the property was acquired on January 1, 2014. We recognized acquisition costs during the three months ended March 31, 2015 totaling $57,000 related to this property, which are included in "Costs associated with acquisitions" in the Consolidated Statements of Operations and Comprehensive Income. Additionally, we recognized acquisition costs totaling $26,000 and $24,000 related to the current year acquisition during 2014 and 2013, respectively. The pro forma presentation is presented for informational purposes only, and is not necessarily indicative of what our actual results of operations would have been had the acquisition occurred at such time. |
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| | Three Months Ended | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands, except per share amounts) | | 2015 | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | |
Actual revenue from acquisitions | | $ | 239 | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | |
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Actual net loss from acquisitions | | (252 | ) | | — | | | | | | | | | | | | | | | | | | | | | | | | | |
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Pro forma revenue | | 48,581 | | | 50,306 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Pro forma net income applicable to common shares | | 420 | | | 42,201 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Pro forma earnings per common share - basic: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma net income applicable to common shares | | $ | 0.01 | | | $ | 0.74 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Pro forma earnings per common share - diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro forma net income applicable to common shares | | $ | 0.01 | | | $ | 0.73 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Development Activity |
During the year ended December 31, 2013, we entered into a partnership agreement with an unrelated third-party for the limited purpose of acquiring a property in Monrovia, California, known as 5th and Huntington, and to produce construction drawings for improvements to the property. The land, upon which the partnership planned to develop a 154-unit multifamily apartment community, was purchased by the partnership on August 9, 2013 for $13.1 million. We held a 50.0% equity interest in the partnership, which was accounted for under the equity method. On February 3, 2015, we purchased our partner's 50.0% interest in 5th and Huntington for an agreed upon price of $8.4 million, increasing our ownership percentage in the development to 100%. We recognized a gain of $444,000 related to this acquisition, which represented the amount by which the $8.4 million fair value of our interest in the partnership exceeded our carrying value at the date of acquisition. The gain is included in "Gain on change in control" in the Consolidated Statements of Operations and Comprehensive Income. As of March 31, 2015, this development project is fully consolidated in our financial statements. |
Table of Contents |
On May 28, 2013, we acquired a 3.36-acre parcel of land in the SoMa neighborhood of San Francisco, California for $46.6 million. On February 2, 2014, we entered into a 50/50 partnership with AIG to develop and own this site known as 350 8th. The partnership is developing a 410-unit apartment community with 40,000 square feet commercial space and underground parking. See Note 6 for additional information related to this partnership. |
The following table identifies our consolidated development activity on which construction has commenced or completed: |
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(Dollar amounts in thousands) | | | Total | | | | | | | | Actual/ | | | | | | | | | |
| | | Estimated | | | | | | Actual | | Estimated | | | | | | | | | |
Under | | | | Ownership | | Total | | Capital | | Cost to | | Total | | Construction | | Construction | | | | | | | | | |
Construction | | Location | | % | | Units | | Cost (1) | | Date | | Debt | | Start | | Completion | | | | | | | | | |
Cantabria at Turtle Creek | | Dallas, TX | | 100.00% | | 249 | | | $ | 55,904 | | | $ | 55,874 | | | $ | 36,335 | | | Q2 2013 | | Q1 2015 | | | | | | | | | |
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7001 Arlington at Bethesda | | Bethesda, MD | | 98.10% | (2) | 140 | | | 53,400 | | | 49,639 | | | 23,085 | | | Q4 2012 | | Q2 2015 | | | | | | | | | |
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The Desmond on Wilshire | | Los Angeles, CA | | 100.00% | | 175 | | | 76,300 | | | 51,474 | | | — | | | Q2 2013 | | Q4 2015 | | | | | | | | | |
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Total | | | | | | 564 | | | $ | 185,604 | | | $ | 156,987 | | | $ | 59,420 | | | | | | | | | | | | | | |
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-1 | Total capital costs are calculated as if owned 100% by AEC and represent estimated costs for projects under development inclusive of all capitalized costs in accordance with GAAP. Based on current projections as of May 1, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Ownership percentage is based on expected total equity of the joint venture and is subject to change based on changes in total equity. Costs are shown at 100%. Joint venture partner contribution is $350. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The following table identifies our unconsolidated development activity on which construction has commenced: |
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(Dollar amounts in thousands) | | | | Total | | | | | | | | | | | | |
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Under | | | | Ownership | | Total | | Capital | | to | | Investment | | Total | | Share | | Construction | | Construction |
Construction | | Location | | % | | Units | | Cost (1) | | Date | | to Date | | Debt | | of Debt | | Start | | Completion |
350 8th | | San Francisco, CA | | 50.01% | | 410 | | | $ | 245,000 | | | $ | 97,528 | | | $ | 45,570 | | | $ | — | | | $ | — | | (2 | ) | Q2 2014 | | Q4 2016 |
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950 East Third | | Los Angeles, CA | | 50.00% | | 472 | | | 164,000 | | | 40,272 | | | 9,514 | | | — | | | — | | | Q3 2014 | | Q1 2017 |
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Total | | | | | | 882 | | | $ | 409,000 | | | $ | 137,800 | | | $ | 55,084 | | | $ | — | | | $ | — | | | | | |
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-1 | Total capital costs are calculated as if owned 100% by AEC and represent estimated costs for projects under development inclusive of all capitalized costs in accordance with GAAP. Based on current projections as of May 1, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | AEC has guaranteed 100% of a $143.6 million construction loan which had no outstanding balance as of March 31, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Table of Contents |
The following table identifies our consolidated development activity that is in the planning phase: |
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(Dollar amounts in thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Ownership | | Estimated | | Cost to | | Total | | | | | | | | | | | | | | | | |
Name | | Location | | % | | Total Units (1) | | Date | | Debt | | | | | | | | | | | | | | | | |
5th and Huntington | | Monrovia, CA | | 100.00% | | 154 | | | $ | 16,546 | | (2 | ) | $ | — | | | | | | | | | | | | | | | | | |
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Warner Center | | Woodland Hills, CA | | 100.00% | | 379 | | | 18,825 | | | — | | | | | | | | | | | | | | | | | |
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Total | | | | | | 533 | | | $ | 35,371 | | | $ | — | | | | | | | | | | | | | | | | | |
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-1 | Based on current projections as of May 1, 2015. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Does not include the $444 gain change in control related to the acquisition of our partner's interest. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capitalized Interest and Development Payroll. Total capitalized interest during the three months ended March 31, 2015 and 2014 was $1.4 million and $1.0 million, respectively. Capitalized payroll costs, including share-based compensation, are allocated to projects based upon time incurred by the applicable personnel. Capitalized costs related to development and construction are transferred to buildings and improvements and/or furniture and fixtures, as applicable, upon substantial completion of the project, (i.e., certificate of occupancy has been obtained). Total capitalized payroll costs during the three months ended March 31, 2015 and 2014 were $980,000 and $770,000, respectively. |
Disposition Activity |
During the three months ended March 31, 2014, we completed the sale of one property, located in Maryland, for a total sales price of $60.0 million and recognized a gain of $41.0 million. |
We classify properties as held for sale when all significant contingencies surrounding the completion of the disposition have been resolved. We discontinue the depreciation of assets we have specifically identified as held for sale. There was one property classified as held for sale at March 31, 2015 and no properties classified as held for sale at December 31, 2014. |
We have, on occasion, engaged Hancock Real Estate Strategies ("HRES"), a full service investment real estate brokerage and advisory firm, to provide certain real estate brokerage services. HRES is owned by Matthew E. Friedman, a son of our Chief Executive Officer ("CEO"). While no commissions were paid to HRES for the three months ended March 31, 2015, a commission totaling $319,000 was paid in conjunction with the sale of one property in southeast Michigan for $16.5 million on April 6, 2015. See Note 14 for further details on this property sale. This transaction was approved by the Company's independent directors in compliance with Company policy. No commissions were paid to HRES for the three months ended March 31, 2014. |