UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2015

 

 

Independence Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-36041   26-4567130

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Cira Centre, 2929 Arch Street, 17th Floor,

Philadelphia, Pennsylvania

  19104
(Address of principal executive offices)   (Zip Code)

(Registrant’s telephone number, including area code): (215) 243-9000

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

As previously disclosed, on May 11, 2015, Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), IRT Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT (“IRT LP LLC”), Adventure Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT OP (“OP Merger Sub”), Trade Street Residential, Inc. (“TSRE”) and Trade Street Operating Partnership, L.P. (“TSR OP”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for: (i) OP Merger Sub to merge into TSR OP (the “Partnership Merger”), with TSR OP continuing as the surviving entity, and (ii) TSRE to merge into IRT LP LLC (the “Company Merger” and, together with the Partnership Merger, the “Merger”), with IRT LP LLC continuing as the surviving entity and a wholly-owned subsidiary of IRT.

This Current Report on Form 8-K provides certain financial information with respect to the proposed Merger for the purpose of incorporating such information by reference into IRT’s effective registration statements under the Securities Act of 1933, as amended (the “Securities Act”). This financial information was previously included or incorporated by reference in IRT’s Registration Statement on Form S-4 (Registration No. 333-204578) filed with the Securities and Exchange Commission (“SEC”) on May 29, 2015. Specifically, this Current Report on Form 8-K provides: (1) TSRE’s unaudited condensed consolidated financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and 2014, attached hereto as Exhibit 99.1, (2) TSRE’s audited consolidated financial statements and schedule as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, attached hereto as Exhibit 99.2, and (3) IRT’s unaudited pro forma condensed consolidated financial statements as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014, giving effect to the proposed Merger, attached hereto as Exhibit 99.3. The information in Exhibit 99.1 and Exhibit 99.2 was provided by TSRE.

Important Information For Investors And Stockholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between IRT and TSRE. In connection with this proposed business combination, IRT, on May 29, 2015, IRT filed a registration statement on Form S-4 with the SEC, which includes the preliminary joint proxy statement of IRT and TSRE and which also constitutes a preliminary prospectus of IRT. The information in the preliminary joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be mailed to stockholders of IRT and TSRE after the registration statement is declared effective by the SEC. INVESTORS AND SECURITY HOLDERS OF IRT AND TSRE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain a free copy of the registration statement and joint proxy statement/prospectus, as well as other documents filed with the SEC by IRT and/or TSRE through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by IRT will be available free of charge on IRT’s internet website at http://www.irtreit.com or


by contacting IRT’s Investor Relations Department by email at aviroslav@irtreit.com or by phone at +1-215-243-9000. Copies of the documents filed with the SEC by TSRE will be available free of charge on TSRE’s internet website at http://www.tradestreetresidential.com or by contacting TSRE’s Investor Relations Department by email at ir@trade-street.com or by phone at +1-786-248-6099.

Participants in Solicitation

IRT, TSRE, their respective directors and certain of their respective executive officers, as well as RAIT Financial Trust, a stockholder of IRT, and Independence Realty Advisors, LLC, IRT’s advisor, may be considered participants in the solicitation of proxies in connection with the proposed Merger. Information about these persons is set forth in the preliminary joint proxy statement/prospectus on Form S-4, as amended, and will be set forth in the definitive joint proxy statement/prospectus, filed with the SEC by IRT and TSRE. Additional information about the directors and executive officers of IRT is set forth in IRT’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 16, 2015, and in IRT’s proxy statement for its 2015 annual meeting of stockholders, which was filed with the SEC on April 7, 2015. Information about the directors and executive officers of TSRE is set forth in TSRE’s Annual Report on Form 10-K/A for the year ended December 31, 2014, which was filed with the SEC on March 25, 2015. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the registration statement and joint proxy statement/prospectus (or will be contained in any amendments or supplements thereto and in other relevant materials to be filed with the SEC, when they become available). These documents can be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired .

The unaudited consolidated financial statements of TSRE as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 are filed herewith as Exhibit 99.1 and incorporated in this Item 9.01(a) by reference.

The audited consolidated financial statements of TSRE as of December 31, 2014 and 2013 and for each of the years in the three-year period ended December 31, 2014 are filed herewith as Exhibit 99.2 and incorporated in this Item 9.01(a) by reference.

 

(b) Pro forma Financial Information .

The unaudited pro forma condensed consolidated financial statements of IRT as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014, giving effect to the proposed Merger, are filed herewith as Exhibit 99.3 and incorporated in this Item 9.01(b) by reference.

 


(d) Exhibits .

 

23.1 Consent of Grant Thornton LLP, independent registered public accounting firm for Trade Street Residential, Inc.
99.1 Unaudited Condensed Consolidated Financial Statements of Trade Street Residential, Inc. as of March 31, 2015 and for the three months ended March 31, 2015 and 2014.
99.2 Audited Consolidated Financial Statements of Trade Street Residential, Inc. as of December 31, 2014 and 2013 and for each year in the three-year period ended December 31, 2014.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Statements of Independence Realty Trust, Inc. as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Independence Realty Trust, Inc.
June 11, 2015 By: /s/ James J. Sebra
Name: James J. Sebra
Title: Chief Financial Officer and Treasurer

 


Exhibit Index

 

Exhibit No.

  

Description

23.1    Consent of Grant Thornton LLP, independent registered public accounting firm for Trade Street Residential, Inc.
99.1    Unaudited Condensed Consolidated Financial Statements of Trade Street Residential, Inc. as of March 31, 2015 and for the three months ended March 31, 2015 and 2014.
99.2    Audited Consolidated Financial Statements of Trade Street Residential, Inc. as of December 31, 2014 and 2013 and for each year in the three-year period ended December 31, 2014.
99.3    Unaudited Pro Forma Condensed Consolidated Financial Statements of Independence Realty Trust, Inc. as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 13, 2015 with respect to the consolidated financial statements and schedule included in the Annual Report of Trade Street Residential, Inc. on Form 10-K for the year ended December 31, 2014. We hereby consent to the incorporation by reference of said report in the Registration Statements of Independence Realty Trust, Inc. on Form S-3 (File No. 333-196033) and Form S-8 (File No. 333-191612).

/s/ Grant Thornton LLP

Miami, Florida

June 11, 2015

Exhibit 99.1

TRADE STREET RESIDENTIAL, INC.

TABLE OF CONTENTS

 

     Page  

Condensed Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014

     2   

Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2015 and 2014

     3   

Condensed Consolidated Statement of Stockholders’ Equity (unaudited) for the three months ended March 31, 2015

     4   

Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2015 and 2014

     5   

Notes to Condensed Consolidated Financial Statements (unaudited)

     7   

 

1


TRADE STREET RESIDENTIAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

 

     March 31,
2015
    December 31,
2014
 

ASSETS

    

Real estate assets

    

Land and improvements

   $ 91,043      $ 88,766   

Buildings and improvements

     476,871        464,002   

Furniture, fixtures, and equipment

     16,103        15,774   
  

 

 

   

 

 

 
  584,017      568,542   

Less accumulated depreciation

  (31,197   (27,475
  

 

 

   

 

 

 

Net investment in operating properties

  552,820      541,067   

Real estate assets held for sale

  3,492      3,492   
  

 

 

   

 

 

 

Net real estate assets

  556,312      544,559   
  

 

 

   

 

 

 

Other assets

Cash and cash equivalents

  10,468      13,308   

Restricted cash and lender reserves

  2,763      2,590   

Deferred financing costs, net

  4,369      4,599   

Intangible assets, net

  514      588   

Prepaid expenses and other assets

  1,115      2,475   

Assets related to real estate assets held for sale

  549      549   
  

 

 

   

 

 

 
  19,778      24,109   
  

 

 

   

 

 

 

TOTAL ASSETS

$ 576,090    $ 568,668   
  

 

 

   

 

 

 

LIABILITIES

Indebtedness

$ 359,589    $ 344,756   

Accrued interest payable

  876      887   

Accounts payable and accrued expenses

  4,255      7,531   

Dividends payable

  3,709      3,709   

Security deposits, deferred rent and other liabilities

  1,829      1,783   
  

 

 

   

 

 

 

TOTAL LIABILITIES

  370,258      358,666   
  

 

 

   

 

 

 

Commitments & contingencies

STOCKHOLDERS’ EQUITY

Class A preferred stock; $0.01 par value; 423 shares authorized at both March 31, 2015 and December 31, 2014

  —        —     

Common stock; $0.01 par value per share; 1,000,000 authorized; 36,699 shares issued and outstanding at both March 31, 2015 and December 31, 2014

  367      367   

Additional paid-in capital

  271,261      274,733   

Accumulated deficit

  (80,863   (80,417
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY – TRADE STREET RESIDENTIAL, INC.

  190,765      194,683   

Noncontrolling interest

  15,067      15,319   
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

  205,832      210,002   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 576,090    $ 568,668   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


TRADE STREET RESIDENTIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Property revenues

    

Rental revenue

   $ 14,113      $ 10,266   

Other property revenues

     1,516        1,144   
  

 

 

   

 

 

 

Total property revenues

  15,629      11,410   
  

 

 

   

 

 

 

Property expenses

Property operations and maintenance

  3,916      3,370   

Real estate taxes and insurance

  2,437      1,931   
  

 

 

   

 

 

 

Total property expenses

  6,353      5,301   
  

 

 

   

 

 

 

Other expenses

General and administrative

  2,088      2,095   

Management transition expenses

  —        9,041   

Interest expense

  3,394      2,873   

Depreciation and amortization

  3,884      4,720   

Development and pursuit costs

  3      45   

Acquisition and recapitalization costs

  153      1,505   

Amortization of deferred financing costs

  229      316   

Loss on early extinguishment of debt

  —        1,629   
  

 

 

   

 

 

 

Total other expenses

  9,751      22,224   
  

 

 

   

 

 

 

Other income

  —        43   

Loss from unconsolidated joint venture

  —        (9
  

 

 

   

 

 

 

Net loss

  (475   (16,081

Net loss allocated to noncontrolling interest

  29      1,099   

Dividends declared and accreted on preferred stock

  —        (228

Adjustments attributable to participating securities

  —        16   
  

 

 

   

 

 

 

Net loss attributable to common stockholders

$ (446 $ (15,194
  

 

 

   

 

 

 

Loss per common share – basic and diluted

$ (0.01 $ (0.48
  

 

 

   

 

 

 

Weighted average number of shares – basic and diluted

  36,519      31,746   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


TRADE STREET RESIDENTIAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2015

(in thousands)

(unaudited)

 

     Trade Street Residential, Inc.              
     Preferred Stock      Common Stock      Additional
Paid-in
Capital
    Accumulated
Deficit
    Noncontrolling
Interests
    Total
Equity
 
     Shares      Amount      Shares      Amount           

Equity balance, January 1, 2015

     —         $ —           36,699       $ 367       $ 274,733      $ (80,417   $ 15,319      $ 210,002   

Resale Registration Statement costs

     —           —           —           —           (78     —          —          (78

Net loss

     —           —           —           —           —          (446     (29     (475

Distributions to stockholders and unit holders

     —           —           —           —           (3,486     —          (223     (3,709

Stock-based compensation, net of forfeitures

     —           —           —           —           92        —          —          92   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Equity balance, March 31, 2015

  —      $ —        36,699    $ 367    $ 271,261    $ (80,863 $ 15,067    $ 205,832   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of this condensed consolidated financial statement.

 

4


TRADE STREET RESIDENTIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Cash flows from operating activities:

    

Net loss

   $ (475   $ (16,081

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     3,884        4,720   

Amortization of tax abatement

     74        88   

Amortization of deferred financing costs

     229        316   

Loss on early extinguishment of debt

     —          1,629   

Non-cash compensation from conversion of Class B contingent units into common OP Units

     —          2,453   

Stock compensation

     92        3,343   

Loss of unconsolidated joint venture

     —          9   

Interest accrued on related party receivable

     —          (15

Net changes in assets and liabilities:

    

Restricted cash and lender reserves

     (695     986   

Prepaid expenses and other assets

     1,360        7,846   

Accounts payable, accrued expenses and accrued interest payable

     (3,287     (2,210

Due to related parties

     —          (119

Security deposits, deferred rent and other liabilities

     46        533   
  

 

 

   

 

 

 

Net cash provided by operating activities

  1,228      3,498   
  

 

 

   

 

 

 

Cash flows from investing activities:

Insurance proceeds received

  540      —     

Cash distributions received from unconsolidated joint venture

  —        75   

Payments for acquisitions of real estate communities

  (15,000   (94,598

Payments for improvements of real estate communities

  (655   (764

Deconsolidation of variable interest entity

  —        (148
  

 

 

   

 

 

 

Net cash used in investing activities

  (15,115   (95,435
  

 

 

   

 

 

 

Cash flows from financing activities:

Proceeds from issuance of common stock, net of offering costs

  (78   147,285   

Proceeds from indebtedness

  15,000      92,750   

Repayments of indebtedness

  (166   (129,607

Payments of deferred loan costs

  —        (3,451

Prepayment fees for early extinguishment of debt

  —        (706

Distributions to stockholders and unitholders

  (3,709   (1,247

Decrease in related party receivable

  —        765   

Shares surrendered for payment of withholding taxes

  —        (125

Increase in restricted cash escrow for preferred share repurchase

  —        (6,912
  

 

 

   

 

 

 

Net cash provided by financing activities

  11,047      98,752   
  

 

 

   

 

 

 

Net change in cash and cash equivalents

  (2,840   6,815   

Cash and cash equivalents at beginning of period

  13,308      9,037   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 10,468    $ 15,852   
  

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for interest.

$ 3,405    $ 2,923   

 

5


TRADE STREET RESIDENTIAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

(unaudited)

 

 

     Three Months
Ended March 31,
 
     2015      2014  

Supplemental Disclosure of Non-Cash Investing & Financing Activities:

     

Note payable issued as consideration for purchase of business

   $ —         $ 103,325   

Stock issued in connection with rights offering

   $ —         $ 7,500   

Acquisition consideration payable in preferred stock

   $ —         $ 294   

Payable for shares surrendered for payment of withholding taxes

   $ —         $ 816   

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6


TRADE STREET RESIDENTIAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Trade Street Residential, Inc. (the “Company” or “TSRE”), formerly Feldman Mall Properties, Inc. (the “Predecessor”), is a Maryland corporation that qualifies and has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company conducts substantially all of its operations through Trade Street Operating Partnership, LP (the “Operating Partnership”). The Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2015 and 2014 represent the combination of certain real estate entities and management operations under common control that were contributed to the Company on June 1, 2012 in a transaction accounted for as a reverse recapitalization (the “2012 Recapitalization”), as it was a capital transaction in substance, rather than a business combination, with no goodwill being recorded. For accounting purposes, the legal acquiree (the Company) was treated as the continuing reporting entity that acquired the legal acquirer (the Predecessor).

The Company completed its initial public offering in May 2013. On January 16, 2014, the Company completed a subscription rights offering (the “Rights Offering”) to the Company’s existing stockholders and on March 19, 2015, pursuant to certain contractual obligations, the Company filed a Registration Statement (the “Resale Registration Statement”) on Form S-3 with the Securities and Exchange Commission (“SEC”) that provides certain stockholders with the ability to sell, or otherwise transfer, from time to time, up to 9,316,055 shares of its common stock. The Resale Registration Statement became effective April 2, 2015 (see Note F – “Common Stock Offerings”).

The Company is engaged in the business of acquiring, owning, operating and managing high quality, conveniently located apartment communities in mid-sized cities and suburban submarkets of larger cities primarily in the southeastern United States, including Texas.

As of March 31, 2015, the Company had interests in 4,989 apartment units in 19 communities. The Company’s revenues are primarily derived from rents received from residents in its apartment communities. Under the terms of those leases, residents are obligated to reimburse the Company for certain utility costs. These utility reimbursements are recorded as other property revenues in the consolidated statements of operations.

The Company, through its affiliates, actively manages the acquisition and operations of its real estate investments.

Summary of Significant Accounting Policies

Basis of Presentation: The accompanying interim condensed consolidated financial statements have been prepared by the Company’s management pursuant to the rules and regulations of the SEC and in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and represent the assets and liabilities and operating results of the Company, the Operating Partnership and their wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Accordingly, certain information and footnotes required by GAAP for complete financial statements have been omitted. It is the opinion of management that all adjustments considered necessary for a fair presentation have been included, and that all such adjustments are of a normal recurring nature.

The consolidated results of operations for three-month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, “Consolidation,” when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”) as defined in FASB ASC 810, the VIE must be consolidated into the financial statements of the reporting entity. The determination of which owner is the primary beneficiary of a VIE requires management to make significant estimates and judgments about the rights, obligations, and economic interests of each interest holder in the VIE. A primary beneficiary has both the power to direct the activities that most significantly impact the VIE and the obligation to absorb losses or the right to receive benefits from the VIE.

 

7


During the first quarter of 2013, the Company began consolidation of a VIE that held a loan receivable from BSP/Sunnyside, LLC (“Sunnyside”), which owned undeveloped land located in Panama City, Florida. In December 2013, the Company initiated foreclosure proceedings, which were completed on March 10, 2014, with the Company obtaining title to the Sunnyside land parcel. Accordingly, the VIE was deconsolidated during the first quarter of 2014 due to lack of ongoing variable interest. The deconsolidation of Sunnyside did not have a material impact on the condensed consolidated financial statements of the Company.

Joint ventures in which the Company does not have a controlling interest but exercises significant influence are accounted for using the equity method, under which the Company recognizes its proportionate share of the joint venture’s earnings and losses in its results of operations.

The Company held a 50% interest in BSF/BR Augusta JV, LLC (the “Perimeter JV”), the owner of The Estates at Perimeter (“Perimeter”), a multifamily apartment community located in Augusta, Georgia, comprised of 240 garden-style apartment units contained in ten three-story residential buildings located on approximately 13 acres of land, which was accounted for under the equity method until the Company sold its interest in that operating property on December 10, 2014. As of December 31, 2014, the Company accrued a receivable of approximately $0.1 million relating to final funds to be distributed by the Perimeter JV during the second quarter of 2015 that is included in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets.

The Perimeter JV followed GAAP and its accounting policies were similar to those of the Company. The Company shared in profits and losses of the Perimeter JV in accordance with the Perimeter JV operating agreement, which was reported as loss from unconsolidated joint venture in the Company’s consolidated statements of operations. The Company received operating cash distributions of $0.1 million during the three months ended March 31, 2014, but no contributions were made during that same period.

The following table summarizes the condensed consolidated financial information for the Perimeter JV for the periods presented:

 

     Three
Months
Ended
 

(in thousands)

   March 31,
2014
 

Total property revenue

   $ 665   

Net loss

   $ (18

Company share of net loss from unconsolidated joint venture activities

   $ (9

Use of Estimates : The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in these condensed consolidated financial statements and accompanying notes. The more significant estimates include those related to whether the carrying values of real estate assets have been impaired. While management believes that the estimates used are reasonable, actual results could differ from the estimates.

Acquisition of Operating Properties : The Company has accounted for acquisitions of its operating properties, consisting of multifamily apartment communities, as business combinations in accordance with GAAP. Estimates of fair value based on future cash flows and other valuation techniques are used to allocate the purchase price between land, buildings, building improvements, equipment, identifiable intangible assets such as in-place leases and tax abatements, and other assets and liabilities.

Transaction costs related to the acquisition of an operating property, such as broker fees, certain transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and are included in acquisition and recapitalization costs in the condensed consolidated statements of operations.

Real Estate Assets : Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired, as described below. Depreciation on real estate is computed using the straight-line method over the estimated useful lives of the related assets, generally 35 to 50 years for buildings, 2 to 15 years for long-lived improvements and 3 to

 

8


7 years for furniture, fixtures and equipment. Expenditures that enhance the value of existing real estate assets or substantially extend the lives of those assets are capitalized and depreciated over the expected useful lives of such enhancements. Expenditures necessary to maintain a real estate asset in ordinary operating condition are expensed as incurred.

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying value of the property does not exceed the estimated net realizable value of the completed property. Capitalization of these costs begins when the activities and related expenditures commence and ceases when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Real estate taxes, construction costs, insurance, and interest costs incurred during construction periods are capitalized. Capitalized real estate taxes and interest costs are amortized over periods which are consistent with the constructed assets. If the Company determines the completion of development or redevelopment is no longer probable, it expenses all capitalized costs which are not recoverable.

Real Estate Assets Held for Sale: The Company periodically classifies real estate assets, including land, as held for sale. An asset is classified as real estate assets held for sale after the Company’s Board of Directors commits to a plan to sell an asset, the asset is ready to be sold in its current condition, an active program to locate buyers has been initiated and the sale is expected to be completed in one year. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reported at the lower of net book value or estimated fair value, less costs to sell the asset. Real estate assets held for sale are stated separately in the accompanying condensed consolidated balance sheets. Subsequent to classifying an operating property as held for sale, no further depreciation expense is recorded. For periods beginning January 1, 2014, operating results from real estate assets held for sale are included in loss from continuing operations in the accompanying condensed statements of operations.

Impairment of Real Estate Assets : The Company periodically evaluates its real estate assets when events or circumstances indicate that the carrying amounts of such assets may not be recoverable. The Company assesses the recoverability of such carrying amounts by comparing the carrying amount of the property to its estimate of the undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the property and is reported as a component of continuing operations. In estimating fair value, management uses appraisals, internal estimates, and discounted cash flow calculations, which maximizes inputs from a marketplace participant’s perspective.

Noncontrolling Interests : The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” ASC Topic 810, in conjunction with other applicable GAAP guidance, established criterion used to evaluate the characteristics of noncontrolling interests in consolidated entities to determine whether noncontrolling interests are classified and accounted for as permanent equity or “temporary” equity (presented between liabilities and permanent equity on the consolidated balance sheet). ASC Topic 810 also clarified the treatment of noncontrolling interests with redemption provisions. If a noncontrolling interest has a redemption feature that permits the issuer to settle in either cash or common shares at the option of the issuer but the equity settlement feature is deemed to be outside of the control of the issuer, then those noncontrolling interests are classified as “temporary” equity. At the periods presented, the Company had one type of noncontrolling interest related to the common unitholders of the Operating Partnership and this is presented as part of permanent equity (see Note F).

For periods beginning January 1, 2014, due to the conversion of all remaining contingent B units into common units (the “OP Units”) of the Operating Partnership as discussed in Note F, the Company allocates income and loss to noncontrolling interests based on the weighted-average common unit ownership interest in the Operating Partnership, which was 6.0% and 6.8% for the three months ended March 31, 2015 and 2014, respectively.

Intangible Assets : The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets (consisting of the value of in-place leases and any property tax abatement agreements) based on relative fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data.

 

9


The value of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy, and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, as well as marketing and other operating expenses. The value of in-place leases is amortized over the remaining initial term of the respective leases, typically a period of six months from the date of acquisition. The purchase prices of acquired properties are not expected to include allocations to tenant relationships, considering the short terms of the leases and the high expected levels of renewals.

Property tax abatements provide graduated tax relief for a defined period of time from the completion of development of the respective property. Amortization of tax abatement intangible assets is recorded based on the actual tax savings in each period over the five-year term of the abatement and is included in real estate taxes and insurance in the condensed consolidated statements of operations (see Note E).

See Note C for a detailed discussion of the property acquisitions completed during the three months ended March 31, 2015 and 2014.

Fair Value of Financial Instruments : For financial assets and liabilities recorded at fair value on a recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.

In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

 

    Level 1: Quoted prices for identical instruments in active markets.

 

    Level 2: Quoted prices for similar instruments in active markets: quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

    Level 3: Significant inputs to the valuation model are unobservable.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

 

    The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, restricted cash and lender reserves, amounts due from related parties, accounts payable and accrued expenses, security deposits, deferred rent and other liabilities approximate their fair values due to the short-term nature of these items.

 

    There is no material difference between the carrying amounts and fair values of mortgage notes payable as interest rates and other terms approximate current market rates and terms for similar types of debt instruments available to the Company (Level 2).

Disclosures about the fair value of financial instruments are based on pertinent information available to management as of March 31, 2015 and December 31, 2014.

Non-recurring Fair Value Disclosures : Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets, which are recorded at fair value when they are impaired. The fair value methodologies used to measure long-lived assets are described above at “Impairment of Real Estate Assets”. For the three months ended March 31, 2015 and 2014, the Company did not recognize any impairment charges related to its real estate assets. The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy.

 

10


Insurance Proceeds for Property Damages : The Company maintains an insurance policy that provides coverage for property damages and business interruption. Losses due to physical damages are recognized during the accounting period in which they occur, while the amount of monetary assets to be received from the insurance policy is recognized when receipt of insurance recoveries is probable. Losses, which are reduced by the related insurance recoveries, are recorded as operating, maintenance and management expenses on the accompanying consolidated statements of operations. Anticipated proceeds in excess of recognized losses would be considered a gain contingency and recognized when the contingency related to the insurance claim has been resolved. Anticipated recoveries for lost rental revenue due to property damages are also considered to be a gain contingency and recognized when the contingency related to the insurance claim has been resolved.

On November 22, 2014, a 20-unit apartment building at the Company’s Pointe at Canyon Ridge property in Sandy Springs, Georgia, was destroyed by fire. At the time of the fire, the affected building had a carrying value of approximately $0.6 million. The Company maintains insurance coverage on all of its properties and subsequently filed an insurance claim that is expected to cover the re-construction cost of the affected building, less the Company’s loss deductible, as well as loss of rents under a business interruption provision of the applicable insurance policy. During the three months ended December 31, 2014, the Company recorded a casualty loss of approximately $0.7 million related to the carrying value of the affected building plus the Company’s insurance loss deductible, which was offset by an expected $0.7 million insurance recovery receivable that was included in prepaid expenses and other assets in the Company’s condensed consolidated balance sheets as of December 31, 2014. During the first quarter of 2015, proceeds of $0.5 million have been received and are included in restricted cash and lender reserves in the Company’s condensed consolidated balance sheet at March 31, 2015. In addition, the Company recorded a recovery of lost rents relating to the 20 impacted units for the three months ended March 31, 2015 as additional rental income in the Company’s consolidated statements of operations. The Company anticipates that re-construction of this 20-unit building will be completed by the end of 2015.

Recent Accounting Standards : In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The Company is currently assessing the impact that adopting this new accounting guidance will have on its condensed consolidated financial statements and related disclosures. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, but early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2016.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. A reporting entity may apply the amendments in ASU 2015-02 using: (a) a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption; or (b) by applying the amendments retrospectively. The Company is currently assessing the potential impact that the adoption of ASU 2015-02 will have on its condensed consolidated financial statements or related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which converges the FASB and the International Accounting Standards Board standard on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This is effective for the fiscal years and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its condensed consolidated financial statements or related disclosures.

 

11


NOTE B – EARNINGS PER SHARE

The Company reports earnings per share (“EPS”) using the two-class method as required under GAAP. The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes either two or more classes of common stock or includes common stock and participating securities. The two-class method calculates EPS based on distributed earnings and undistributed earnings. Undistributed losses are not allocated to participating securities under the two-class method unless the participating security has a contractual obligation to share in losses on a basis that is objectively determinable.

Potentially dilutive shares of common stock, and the related impact to earnings, are considered when calculating EPS on a diluted basis using the treasury stock method. For periods where the Company reports a net loss available for common stockholders, the effect of dilutive shares is excluded from EPS calculations because including such shares would be anti-dilutive.

A reconciliation of basic and diluted EPS computations for the three months ended March 31, 2015 and 2014 are presented below:

 

     Three Months Ended
March 31,
 

(in thousands, except per share amounts)

   2015      2014  

Net loss attributable to the Company

   $ (475    $ (16,081

Net loss allocated to noncontrolling interest

     29         1,099   

Dividends declared and accreted on preferred stock

     —           (228

Adjustments attributable to participating securities

     —           16   
  

 

 

    

 

 

 

Net loss attributable to common stockholders

$ (446 $ (15,194
  

 

 

    

 

 

 

Weighted average number of shares – basic and diluted

  36,519      31,746   
  

 

 

    

 

 

 

Net loss per common share

Basic and diluted net loss per share from continuing operations attributable to common stockholders

$ (0.01 $ (0.48
  

 

 

    

 

 

 

Weighted average, potentially dilutive securities excluded from diluted earnings (loss) per share because they were antidilutive or performance conditions were not met:

Warrants (1)

  139      139   
  

 

 

    

 

 

 

OP Units (2)

  2,344      2,344   
  

 

 

    

 

 

 

Unvested restricted stock awards (3)

  180      201   
  

 

 

    

 

 

 

 

(1)   Exercisable until May 14, 2015 at a split-adjusted exercise price of $21.60 of the Company’s common stock.
(2)   Class B contingent units were converted into OP Units in February 2014 and were excluded from potentially dilutive shares of common stock in the periods presented since their conversion would be anti-dilutive.
(3)   Granted pursuant to the Company’s Equity Incentive Plan (see Note G).

NOTE C – ACQUISITIONS OF MULTIFAMILY APARTMENT COMMUNITIES

During the three months ended March 31, 2015 and 2014, the Company, through the Operating Partnership, completed various acquisitions of multifamily apartment communities from unrelated, third-party sellers. The acquisitions involved the acquisition of the operating real estate, but no management or other business operations were acquired in such acquisitions. The fair value of the net assets acquired and the related purchase price allocation are summarized below.

 

12


2015 Acquisitions:

Waterstone at Big Creek (“Big Creek”) On March 26, 2015, the Company completed the acquisition of the second phase of its Waterstone at Big Creek community (“Big Creek”), located in Alpharetta (Atlanta), Georgia. The Company closed on the first phase of Big Creek on April 7, 2014. The second phase was comprised of 100 vacant units within three recently-constructed residential buildings on an adjacent land parcel. Total consideration for this purchase was $15.0 million, which is consistent with phase one, and was funded by a draw on the Company’s revolving credit facility.

The table below details the total fair values assigned to the assets and liabilities acquired related to the above acquisitions during the three months ended March 31, 2015:

 

(in thousands)

   Big
Creek
 

Fair Value of Net Assets Acquired and Purchase Price

   $ 15,000   
  

 

 

 

Net Assets Acquired/Purchase Price Allocated:

Land

$ 1,555   

Site Improvements

  650   

Building

  12,503   

Furniture, fixtures and equipment

  292   
  

 

 

 

Total

$ 15,000   
  

 

 

 

2014 Acquisitions:

Avenues of Craig Ranch (“Craig Ranch”) On March 18, 2014, the Company acquired Craig Ranch, a 334-unit apartment community located in McKinney (Dallas), Texas. The purchase price of $42.4 million was funded with approximately $21.2 million cash proceeds from the net proceeds of the Rights Offering and the related transactions and a new mortgage loan in the amount of $21.2 million (see Note D). From the date of acquisition through March 31, 2014, Craig Ranch generated revenue of approximately $0.1 million and a net loss of approximately ($0.1) million.

Waterstone at Brier Creek (“Brier Creek”) On March 10, 2014, the Company acquired Brier Creek, a 232-unit apartment community located in Raleigh, North Carolina. The purchase price of $32.7 million was funded with approximately $16.4 million cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $16.3 million (see Note D). From the date of acquisition through March 31, 2014, Brier Creek generated revenue of approximately $0.1 million and a net loss of approximately ($0.4) million.

The Aventine Greenville (“Aventine”) On February 6, 2014, the Company acquired Aventine, a 346-unit apartment community located in Greenville, South Carolina. The purchase price of $41.9 million was funded with approximately $20.9 million cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $21.0 million (see Note D). From the date of acquisition through March 31, 2014, Aventine generated revenue of approximately $0.5 million and a net loss of approximately ($0.5) million.

The Estates at Wake Forest (“Wake Forest”) On January 21, 2014, the Company acquired Wake Forest, a 288-unit apartment community located in Wake Forest (Raleigh), North Carolina. The purchase price of $37.3 million was funded with approximately $18.7 million of cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $18.6 million (see Note D). From the date of acquisition through March 31, 2014, Wake Forest generated revenue of approximately $0.4 million and a net loss of approximately ($0.7) million.

 

13


Miller Creek at Germantown (“Miller Creek”) On January 21, 2014, the Company acquired Miller Creek, a 330-unit apartment community located in Germantown (Memphis), Tennessee. The purchase price of approximately $43.8 million was funded with approximately $17.5 million of cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $26.3 million (see Note D). From the date of acquisition through March 31, 2014, Miller Creek generated revenue of approximately $0.8 million and a net loss of approximately ($1.0) million.

The table below details the total fair values assigned to the assets and liabilities acquired related to the above acquisitions during the three months ended March 31, 2014:

 

(in thousands)

   Miller
Creek
     Wake
Forest
     Aventine      Brier
Creek
     Craig
Ranch
     Total  

Fair Value of Net Assets Acquired

   $ 43,750       $ 37,250       $ 41,866       $ 32,682       $ 42,375       $ 197,923   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Purchase Price

$ 43,750    $ 37,250    $ 41,866    $ 32,682    $ 42,375    $ 197,923   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Assets Acquired/Purchase Price Allocated:

Land

$ 2,173    $ 2,677    $ 2,888    $ 3,031    $ 3,444    $ 14,213   

Site Improvements

  2,460      2,618      1,926      1,681      3,210      11,895   

Building

  37,332      30,633      34,720      26,989      33,317      162,991   

Furniture, fixtures and equipment

  1,011      860      1,494      679      1,673      5,717   

Intangible assets – in place leases

  774      462      838      302      731      3,107   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 43,750    $ 37,250    $ 41,866    $ 32,682    $ 42,375    $ 197,923   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company incurred approximately $0.1 million and $1.5 million acquisition-related costs during the three months ended March 31, 2015 and 2014, respectively.

Pro Forma Financial Information:

The revenues and results of operations of the acquired apartment communities are included in the condensed consolidated financial statements beginning on the date of each respective acquisition. The following unaudited consolidated pro forma information for the three months ended March 31, 2015 and 2014 is presented as if the Company had acquired each apartment community on January 1, 2014.

The information presented below is not necessarily indicative of what the actual results of operations would have been had the Company completed these transactions on January 1, 2014, nor does it purport to represent the Company’s future operations.

 

(in thousands)

   Three Months Ended
March 31,
 
     2015      2014  

Unaudited pro forma financial information :

     

Pro forma revenue

   $ 15,629       $ 12,717   

Pro forma loss from continuing operations

   $ (475    $ (17,173

NOTE D—INDEBTEDNESS

As of March 31, 2015, the Company’s indebtedness consisted of the following:

 

Property

   Outstanding
Principal
Balance as of
March 31, 2015
     Interest
Rate
    Remaining
Term in
Years
 
     (in thousands)               

Fixed Rate Secured Indebtedness

       

Lakeshore on the Hill

   $ 6,596         4.48     2.75   

The Trails of Signal Mountain

     8,105         4.92     3.17   

Westmont Commons

     17,864         3.84     7.75   

 

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Property

   Outstanding
Principal
Balance as of
March 31, 2015
     Interest
Rate
    Remaining
Term in
Years
 
     (in thousands)               

Bridge Pointe

     11,264         4.19     8.00   

The Pointe at Canyon Ridge

     25,800         4.10     10.17   

St. James

     19,000         3.75     8.25   

Creekstone

     23,250         3.88     8.19   

Talison

     33,635         4.06     8.44   

Millenia 700

     25,000         3.83     5.93   

Southend

     23,750         4.31     8.85   

Miller Creek

     26,250         4.60     8.86   

Craig Ranch

     21,200         3.78     6.03   

Wake Forest

     18,625         3.94     5.86   

Aventine

     21,000         3.70     5.86   

Brier Creek

     16,250         3.70     7.01   
  

 

 

    

 

 

   

 

 

 

Total fixed rate secured indebtedness

  297,589      4.03   7.50   
  

 

 

    

 

 

   

 

 

 

Variable Rate Secured Indebtedness

Revolver

  62,000      2.71   1.83   
  

 

 

    

 

 

   

 

 

 

Total outstanding indebtedness

$ 359,589      3.80   6.52   
  

 

 

    

 

 

   

 

 

 

Borrowings relate to individual property mortgages as well as the Company’s Revolver (as defined below).

Revolving Credit Facility

On January 31, 2014, the Company and the Operating Partnership entered into a Credit Agreement (the “Credit Agreement”), as amended from time to time, for a $75 million senior secured credit facility (the “Revolver”) with Regions Bank as lead arranger and U.S. Bank National Association as a participant. The Revolver is comprised of an initial $75 million commitment with an accordion feature allowing the Company to increase borrowing capacity to $250 million (the “Revolver Amount”), subject to certain approvals and meeting certain criteria. The Revolver also includes a sublimit for the issuance of standby letters of credit (“Letter of Credit”) for up to the greater of $10.0 million and 10.0% of the Revolver Amount and a sublimit for discretionary swingline loans (“Swingline Loan”) for up to the greater of $10.0 million and 10.0% of the Revolver Amount, in each case subject to borrowing availability under the Revolver. No Swingline Loan may be outstanding for more than ten consecutive business days.

The Revolver has an initial three-year term that can be extended at the Company’s option for up to two additional one-year periods and has a variable interest rate of LIBOR (as defined in the Credit Agreement) plus a spread of 1.75% to 2.75%, depending on the Company’s consolidated leverage ratio. The current borrowing rate of the Revolver is LIBOR plus 2.50%. The Revolver is guaranteed by the Company and certain subsidiaries of the Company and is secured by first priority mortgages on designated properties that make up the borrowing base (“Borrowing Base”) as defined in the Credit Agreement. Availability under the Revolver is permitted up to 65% of the value of the Borrowing Base subject to the limitations set forth in the Revolver. The Revolver contains customary affirmative and negative covenants with respect to, among other things, insurance, maintaining at least one class of exchange listed common stock, the guaranty in connection with the Revolver, liens, intercompany transfers, transactions with affiliates, mergers, consolidation and asset sales, ERISA plan assets, modification of organizational documents and material contracts, derivative contracts, environmental matters, and management agreements and fees. In addition, the Operating Partnership pays a commitment fee of 0.20% to 0.30% quarterly in arrears based on the unused portion of the revolving credit commitment. The commitment fee was 0.20% on both March 31, 2015 and December 31, 2014. The weighted average interest rate was approximately 2.71% and 2.70% at March 31, 2015 and December 31, 2014, respectively.

The Revolver requires the Company to satisfy certain financial covenants, including the following:

 

    minimum tangible net worth of at least $123.0 million plus 75% of the net proceeds of any equity issuances effected at any time after September 30, 2013 by the Operating Partnership or any of its subsidiaries;

 

15


    maintaining a ratio of funded indebtedness to total asset value of no greater than 0.65 to 1.0;

 

    maintaining a ratio of adjusted EBITDA to fixed charges of no less than 1.5 to 1.0;

 

    limits on investments in unimproved land, mortgage receivables, interests in unconsolidated affiliates, construction-in-progress on development properties, and marketable securities and non-affiliated entities, in each case, based on the value of such investments relative to total asset value, as set forth in the Credit Agreement; and

 

    restrictions on certain dividend and distribution payments.

The Company was in compliance with all applicable covenants, including these financial covenants, as of March 31, 2015.

During the three months ended March 31, 2015, the Company borrowed $15.0 million under the Revolver to complete the acquisition of the second phase of 100 units on a land parcel adjacent to Big Creek (see Note C above). As of March 31, 2015, the Revolver had an outstanding principal balance of $62.0 million, which is secured by certain Borrowing Base properties, and there remained approximately $1.9 million available for draw on the Revolver.

In conjunction with the closing of Credit Agreement, the Company made an initial draw of approximately $27.0 million to pay down, in full, indebtedness secured by Fox Trails ($14.9 million), Mercé Apartments ($5.5 million) and Post Oak ($5.3 million) and to pay fees associated therewith, as these properties serve as collateral on the Revolver. The remainder of the amount borrowed was used for closing costs and other expenses related to the Revolver of approximately $0.9 million and approximately $0.4 million for general corporate and working capital purposes, respectively. During the three months ended March 31, 2014, the Company repaid approximately $9.0 million under the Revolver.

Craig Ranch On March 18, 2014, in conjunction with the acquisition of Craig Ranch (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $21.2 million, which bears a fixed interest rate of 3.78% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on April 10, 2021. The mortgage note is secured by Craig Ranch.

Brier Creek On March 10, 2014, in conjunction with the acquisition of Brier Creek (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $16.3 million, which bears a fixed interest rate of 3.70% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on April 5, 2022. The mortgage note is secured by Brier Creek.

Aventine On February 6, 2014, in conjunction with the acquisition of Aventine (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $21.0 million, which bears a fixed interest rate of 3.70% and requires monthly payments of interest only for the initial 60 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 10, 2021. The mortgage note is secured by Aventine.

Wake Forest On January 21, 2014, in conjunction with the acquisition at Wake Forest (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $18.6 million, which bears a fixed interest rate of 3.94% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on February 10, 2021. The mortgage note is secured by Wake Forest.

Miller Creek – On January 21, 2014, in conjunction with the acquisition of Miller Creek (see Note C above) the Company, through its subsidiary entered into a mortgage note payable in the amount of $26.3 million, which bears a fixed rate interest rate of 4.6% and requires monthly payments of interest only for the initial 36 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 10, 2024. The mortgage note is secured by Miller Creek.

 

16


Indebtedness Refinancing and Payoffs

2014

On February 11, 2014, the Company, through a subsidiary, completed the refinancing of Millenia 700 with a mortgage note payable in the amount of $25.0 million with a 7-year term. The mortgage loan bears a fixed interest rate of 3.83% with monthly payments of interest only for the initial 48 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on March 5, 2021. The mortgage note is secured by Millenia 700. In conjunction with obtaining this loan, the Company repaid the existing $35.0 million mortgage note payable with the proceeds from the new mortgage note payable and $10.0 million from cash proceeds from the Rights Offering and the related transactions. In connection with the refinancing of the mortgage indebtedness, the Company wrote-off of deferred financing costs (net of accumulated amortization) and incurred a prepayment penalty of $0.1 million and $0.2 million, respectively, which are included in loss of early extinguishment of debt in the condensed consolidated statement of operations for the three months ended March 31, 2014.

On January 23, 2014, the Company, through a subsidiary, completed the refinancing of Fountains Southend with a mortgage note payable in the amount of $23.8 million with a 10-year term. The mortgage loan bears a fixed interest rate of 4.31% with monthly payments of interest only for the initial 36 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 5, 2024. The mortgage note is secured by the Fountains Southend property. In conjunction with obtaining this loan, the Company repaid the $30.0 million interim mortgage note payable with the proceeds from the new mortgage note payable and $6.2 million from cash proceeds from the Rights Offering and the related transactions. In connection with the refinancing of the mortgage indebtedness, the Company wrote-off deferred financing costs (net of accumulated amortization) and incurred a prepayment penalty of $0.1 million and $0.3 million, respectively, which are included in loss of early extinguishment of debt in the condensed consolidated statement of operations for the three months ended March 31, 2014.

On January 21, 2014, the Company, through a subsidiary, paid in full the indebtedness secured by the Estates at Maitland property in the amount of $4.2 million from the cash proceeds from the Rights Offering and the related transactions.

On January 17, 2014 the Company, through a subsidiary, paid in full the BMO Harris Bank N.A. secured revolving credit facility indebtedness secured by the Arbors River Oaks in the amount of $9.0 million from the cash proceeds from the Rights Offering and the related transactions and the credit agreement for such facility was terminated. In connection with the payoff of the indebtedness, the Company wrote-off deferred financing costs (net of accumulated amortization) of $0.2 million, which is included in loss of early extinguishment of debt in the condensed consolidated statement of operations for the three months ended March 31, 2014.

The following table summarizes the scheduled aggregate required principal payments of indebtedness as of March 31, 2015:

 

(in thousands)

   Amount  

Remainder of 2015

   $ 973   

2016

     1,902   

2017

     71,573   

2018

     11,369   

2019

     4,175   

Thereafter

     269,597   
  

 

 

 
$ 359,589   
  

 

 

 

The weighted average interest rate on the indebtedness balance outstanding at March 31, 2015 and December 31, 2014 was 3.80% and 3.85%, respectively. The mortgage notes evidencing the fixed rate secured indebtedness may be prepaid subject to a prepayment penalty equal to a yield-maintenance premium, defeasance, or a percentage of the loan balances as defined in the respective loan agreements.

 

17


NOTE E – INTANGIBLE ASSETS

The following table provides gross and net carrying amounts for each major class of intangible assets:

 

     As of March 31, 2015      As of December 31, 2014  

(in thousands)

   Gross
amount
     Accumulated
amortization
    Net
book
Value
     Gross
amount
     Accumulated
amortization
    Net
book
Value
 

Intangible assets – in-place leases

   $ 10,988       $ (10,988   $ —         $ 10,988       $ (10,988   $ —     

Intangible assets – property tax abatement

     1,015         (501     514         1,015         (427     588   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
$ 12,003    $ (11,489 $ 514    $ 12,003    $ (11,415 $ 588   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Amortization expense related to the in-place leases included in depreciation and amortization expense in the condensed consolidated statements of operations was $1.5 million for the three months ended March 31, 2014. The balance of the remaining unamortized in-place leases was fully amortized during the year ended December 31, 2014. There was no amortization expense for in-place leases during the three months ended March 31, 2015.

Amortization expense pertaining to the tax abatement intangible asset of approximately $0.1 million during each of the three months ended March 31, 2015 and 2014 is included in real estate taxes and insurance in the condensed consolidated statements of operations.

Estimated amortization expense for the next four years related to the tax abatement intangible asset is as follows:

 

(in thousands)

   Amount  

Remainder of 2015

   $ 200   

2016

     181   

2017

     102   

2018

     31   
  

 

 

 
$ 514   
  

 

 

 

NOTE F – STOCKHOLDERS’ EQUITY

Common Stock Offerings

On January 16, 2014, the Company completed the Rights Offering and certain related transactions, which consisted of an offering of 15,797,789 shares of common stock at $6.33 per share to the holders of subscription rights granted to the Company’s existing stockholders and the related transactions and a concurrent $50 million private placement (the “Private Placement”) of shares of common stock to certain investment entities managed or advised by Senator Investment Group LP (collectively, “Senator”) at $6.33 per share. In addition, Senator agreed to purchase all shares not purchased by holders of rights in the Rights Offering (the “Backstop Commitment”). Former executives of the Company agreed to purchase an aggregate of approximately $1.8 million of common stock in a private placement concurrently with the closing of the Rights Offering.

In addition, the holders of subscription rights in the Rights Offering, including these former executives who acquired their entire allotment in a private placement, acquired an aggregate of 15,565,462 shares for gross proceeds to the Company of approximately $98.5 million, or approximately 98.5% of the shares available in the Rights Offering. Pursuant to its Backstop Commitment, Senator acquired 232,327 shares of common stock for gross proceeds to the Company of approximately $1.5 million, or approximately 1.5% of the shares available in the Rights Offering. Combined with the shares acquired by Senator in the Private Placement and the shares issued to Senator as a fee for Senator’s Backstop Commitment and the Private Placement, Senator owned 9,316,055 shares, representing approximately 25.6% of the 36,350,182 shares of outstanding common stock of the Company after this recapitalization.

 

18


Pursuant to a stockholder agreement entered into with Senator (the “Stockholders Agreement”), in connection with the Private Placement and Backstop Commitment, the Company was required to file and cause a registration statement to be declared effective by the SEC no later than January 16, 2015 (the “Effective Deadline”), the first anniversary of the closing of the Rights Offering. On December 16, 2014, Senator agreed to extend the Effective Deadline to April 16, 2015. If such registration statement was not declared effective by April 16, 2015, the Company would have been required to pay Senator a fee, payable in additional shares of the Company’s common stock (the “Additional Shares”), equal to 0.5% of the aggregate purchase price paid by Senator for the shares acquired in the Private Placement and Backstop Commitment for each full 30 calendar days (prorated for periods totaling less than 30 calendar days) thereafter until such registration statement was declared effective, divided by the average of the volume-weighted average prices of the Company’s common stock over the 10 trading days prior to the issuance of such shares. On March 19, 2015, the Company filed the Resale Registration Statement with the SEC, which filing was amended on March 31, 2015 and declared effective on April 2, 2015. Further, Senator has a right to seek liquidity with respect to shares of common stock that it owns if, on or after the 3.5-year anniversary of the closing of the Rights Offering (the “Liquidity Right Measurement Date”), the closing price of the Company’s common stock has not exceeded $10.00 per share (subject to certain adjustments set forth in the Stockholders Agreement) during any consecutive 10 trading day period during the 180 days prior to the Liquidity Right Measurement Date and Senator continues to own 4.9% or greater of the Company’s outstanding common stock.

The Company contributed the net cash proceeds from the sale of 24,881,517 shares of the Company’s common stock offered in the Rights Offering and the related transactions of approximately $147.1 million after deducting offering expenses of approximately $2.9 million to the Operating Partnership in exchange for OP Units. The Operating Partnership used approximately (i) $94.6 million to acquire five communities, (ii) $26.0 million to repay borrowings under the Revolver, (iii) $16.7 million to pay down, in part, certain indebtedness secured by two communities in conjunction with refinancing, and (iv) $4.2 million to pay down certain indebtedness secured by land held for development leaving approximately $5.6 million for working capital and general corporate purposes.

Dividends Declared

The following table summarizes the dividends declared and/or paid by the Company during the three months ended March 31, 2015:

 

     Dividends
Per Share
of
Common
Stock/OP
Units
     Total
Dividend
declared
(in
thousands)
    

Dividend Declared
Date

  

Dividend Payable
Date

2015

           

First Quarter

   $ 0.095       $ 3,709       February 23, 2015    April 15, 2015

2014

           

Fourth Quarter

   $ 0.095       $ 3,709       November 19, 2014    January 15, 2015

There were no dividends in arrears as of March 31, 2015.

OP Units and Contingent B Units

The following table presents the Company’s issued and outstanding OP Units in the condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014:

 

(in thousands, except share amounts)

  

Optional
Redemption
Date

   Annual
Dividend
     As of
March 31,
2015
     As of
December 31,
2014
 

OP Units, 2,343,500 units outstanding at both March 31, 2015 and December 31, 2014, (2)

   February 2015      (1 )      $ 15,067       $ 15,319   

 

 

19


(1) Dividend per OP Unit is the same as the dividend per share on the Company’s common stock.
(2) On February 23, 2014, 210,915 Class B contingent units were converted into 2,343,500 OP Units.

On February 23, 2014, Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Trade Street Operating Partnership, LP converted all of the 210,915 Class B contingent units into 2,343,500 OP Units. The conversion of Class B contingent units into the OP Units was accounted for as an extinguishment that increased additional paid-in capital and noncontrolling interest by approximately $1.9 million and $0.5 million, respectively, during the three months ended March 31, 2014. The OP Units were redeemable after February 23, 2015, at the Company’s option, for cash or shares of the Company’s common stock on a one-for-one basis.

Class A Preferred Stock

The Company has authorized 423,326 shares of preferred stock. In October 2014, the Company redeemed the issued and outstanding shares of Class A preferred stock as discussed in Note J.

The Class A preferred stock ranked senior in preference to the Company’s common stock with respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding up of the Company (but excluding a merger, change of control, sale of substantially all assets or bankruptcy of the Company, upon the occurrence of any of which all shares of Class A preferred stock would be automatically converted). The Class A preferred stock ranked junior to any class or series of stock which specifically provided that the holders thereof were entitled to receive dividends or amounts distributable upon liquidation, dissolution or winding up of the Company in preference or priority to the holders of shares of Class A preferred stock. The Class A preferred stock ranked on parity with any class or series of stock which specifically provided that the holders thereof were entitled to receive dividends or amounts distributable upon liquidation, dissolution or winding up of the Company without preference or priority of one over the other. The Class A preferred stock had no voting rights except in certain limited instances.

As of March 31, 2015 and December 31, 2014, there were no shares of the Class A preferred stock issued or outstanding.

NOTE G – STOCK-BASED COMPENSATION AND MANAGEMENT TRANSITION EXPENSES

Stock-based Compensation: On January 24, 2013, the Company’s stockholders approved the Trade Street Residential, Inc. 2013 Equity Incentive Plan (as amended, the “2013 EIP”), which is intended to attract and retain independent directors, executive officers and other key employees and individual service providers, including officers and employees of the Company’s affiliates. On May 15, 2014, the Company’s stockholders approved an amendment to the 2013 EIP, which increased the shares of the Company’s common stock available for issuance under the EIP by 2,500,000 shares to a new total of 2,881,206 shares. The shares can be issued as restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), performance units, incentive awards and other equity-based awards.

On May 16, 2014, the Company issued an aggregate of 174,310 RSAs, of which 5,283 were issued, vested and are unrestricted and 169,027 were issued subject to (i) vesting over a period of four years and (ii) the employees’ and directors’ continued service with the Company. On May 16, 2013, the Company issued an aggregate of 301,877 RSAs for which all shares were issued subject to similar vesting requirements as those associated with the May 16, 2014 grant. RSAs are entitled to receive any dividends paid by the Company on those shares during the vesting period.

Compensation expense associated with RSAs is based on the market price of the shares on the date of the grant, net of estimated forfeitures, and is amortized on a straight-line basis over the applicable vesting period (generally four years). The forfeiture rate is revised, as necessary, in subsequent periods if actual forfeiture experience exceeds prior expectations. As of March 31, 2015, the weighted-average forfeiture rate for the two grants under the 2013 EIP was 7.0%. Compensation expense associated with RSAs of $0.1 million and $0.03 million for the three months ended March 31, 2015 and 2014, respectively, and is recorded in general and administrative expense in the condensed consolidated statement of operations.

 

20


During the three months ended March 31, 2014, a total of 78,488 shares vested in connection with the resignation of a former executive officer and certain other members of management, which was treated as a modification of stock based awards, resulting in additional cost of $0.5 million that is included in management transition expenses in the condensed consolidated statement of operations for the three months ended March 31, 2014.

As of March 31, 2015, there was approximately $1.0 million of unrecognized compensation cost related to non-vested RSAs granted under the 2013 EIP. This cost is expected to be recognized over a period of approximately 2.6 years.

Following is a summary of the RSAs granted, vested and forfeited to participants with the related weighted average grant value. Of the shares that vested during the three months ended March 31, 2014, the Company withheld 20,864 shares to satisfy the tax obligations for those participants who elected this option, as permitted under the 2013 EIP.

 

     Three Months Ended  
     March 31, 2015      March 31, 2014  
     Shares      Weighted
Average
Grant Value
     Shares      Weighted
Average
Grant Value
 

Unvested shares, beginning of period

     179,927       $ 7.85         243,011       $ 9.80   

Granted

     —           —           —           —     

Vested

     —           —           (78,488      7.75   

Forfeited

     —           —           (25,659      9.80   
  

 

 

       

 

 

    

Unvested shares, end of period

  179,927    $ 7.85      138,864    $ 9.80   
  

 

 

       

 

 

    

Management Transition Expenses: Pursuant to the terms of a Separation Agreement and Release (the “Baumann Separation Agreement”), effective February 23, 2014, between Michael D. Baumann and the Company, Mr. Baumann resigned his employment as Chief Executive Officer of the Company and as Chairman and a member of the Company’s Board of Directors. In consideration of a mutual release of claims against the Company and other related parties, and certain other agreements and covenants, Mr. Baumann received payments totaling approximately $2.4 million pursuant to the terms of the Separation Agreement. In addition, the Separation Agreement provided for the accelerated vesting of 54,338 shares of unvested restricted stock and Mr. Baumann surrendered 14,373 shares to cover tax withholding obligations applicable to the vesting of the shares. The agreement also provided for the conversion of 210,915 Class B contingent units held by Mr. Baumann into 2,343,500 OP Units, which resulted in a non-cash compensation expense of $2.5 million that has been included in management transition expenses in the condensed consolidated statement of operations for the three months ended March 31, 2014.

Pursuant to the terms of a Separation Agreement and Release (the “Levin Separation Agreement”), effective March 18, 2014, between the Company and David Levin, Mr. Levin resigned his employment as President and as Vice Chairman and a member of the Company’s Board of Directors. In consideration of a mutual release of claims against the Company and other related parties, and certain other agreements and covenants, pursuant to the terms of the Levin Separation Agreement, Mr. Levin received approximately 375,000 fully vested shares of common stock in a private placement, of which he surrendered 102,563 shares to cover tax withholding obligations applicable to the issuance of the shares. This resulted in a non-cash stock based compensation expense of $2.8 million which is included in management transition expenses in the condensed consolidated statement of operations for the three months ended March 31, 2014.

During the three months ended March 31, 2014, certain other members of management resigned and received cash payments totaling $0.5 million, as well as accelerated vesting of an aggregate of 24,140 share of unvested restricted stock that was reduced by an aggregate of 6,491 shares to cover tax withholding obligations applicable to the vesting of the shares.

As a result of the above, the Company recognized total expense of $9.0 million for the three months ended March 31, 2014, which is included as management transition expenses in the accompanying condensed consolidated statements of operations.

 

21


NOTE H – COMMITMENTS AND CONTINGENCIES

Legal Proceedings : The Company may from time to time be involved in legal proceedings arising from the normal course of business. Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any litigation nor, to the Company’s knowledge, is any litigation threatened against the Company.

Due to the nature of the 2012 Recapitalization, as described in Note A, the Company could find itself subject to a legal claim or proceeding associated with the previous business operations of the Predecessor. On February 13, 2015, the Company completed the settlement of a claim involving disputed charges on property previously owned by the Predecessor in the amount of approximately $0.7 million. The charge associated with this settlement was included in accounts payable and accrued expenses in the Company’s consolidated balance sheet as of December 31, 2014.

Due to the nature of the Company’s operations, it is possible that the Company’s existing properties have or properties that the Company will acquire in the future have asbestos or other environmental related liabilities.

Other Contingencies: In the ordinary course of business, the Company issues letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are typically non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or the Company will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property generally becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. The Company is then at risk under a real property acquisition contract unless the agreement provides for a right of termination, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. As of March 31, 2015 and December 31, 2014, the Company had non-refundable earnest money deposits of approximately $0 million and $0.2 million, respectively, included in prepaid expenses and other assets in the accompanying balance sheets.

NOTE I – INCOME TAXES

The Company has maintained and intends to maintain its election as a REIT under the Internal Revenue Code of 1986, as amended. In order for the Company to continue to qualify as a REIT it must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to its stockholders equal to a minimum of 90% of its REIT taxable income, computed without regard to the dividends paid deduction and its net capital gains. As a REIT, the Company generally will not be subject to federal income tax on its taxable income at the corporate level to the extent such income is distributed to its stockholders annually. If taxable income exceeds dividends in a tax year, REIT tax rules allow the Company to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state income taxes at regular corporate rates, including any applicable alternative minimum tax. In addition, the Company may not be able to re-qualify as a REIT for the four subsequent taxable years. Historically, the Company has incurred only non-income based state and local taxes. The Operating Partnership is a flow through entity and is not subject to federal income taxes at the entity level.

The Company has provided for non-income based state and local taxes in the consolidated statement of operations for all periods presented. Prior to June 1, 2012, the Company operated solely through partnerships that were flow-through entities and were not subject to federal income taxes at the entity level. Other tax expense has been recognized related to entity level state and local taxes on certain ventures. The Company accounts for the uncertainty in income taxes in accordance with GAAP, which requires recognition in the financial statements of a tax position only after determining that the relevant tax authority would more likely than not sustain the position

 

22


following a tax audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company has applied this guidance to its tax positions for the three months ended March 31, 2015. The Company has no material unrecognized tax benefits and no adjustments to its financial position, results of operations or cash flows were required. The Company recognizes accrued interest and penalties related to uncertain tax positions, if any, as income tax expense.

For certain entities that are part of the Company, tax returns are open for examination by federal and state tax jurisdictions for the years 2012 through 2014. Because many types of transactions are susceptible to varying interpretations under federal and state income tax laws, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date upon final determination by the respective taxing authorities. No such examination is presently in progress.

NOTE J – REAL ESTATE ASSETS HELD FOR SALE AND DISPOSITIONS

The Company considers a real estate property to be held for sale when it meets the criteria established under ASC 360, Property, Plant and Equipment, including when it is probable that the property will be sold within a year. Real estate properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale.

In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company adopted the provisions of ASU 2014-08 effective January 1, 2014 and applied the provisions prospectively.

Real estate assets held for sale as of March 31, 2015 and December 31, 2014

The Company’s real estate assets held for sale as of March 31, 2015 and December 31, 2014 included the following:

 

Property Name

  

Location

  

Date Sold

Land Investments

     

Midlothian Town Center – East (“Midlothian”)

   Midlothian, Virginia    Held for sale

The real estate assets held for sale and the other assets related to real estate assets held for sale as of March 31, 2015 and December 31, 2014 were as follows:

 

(in thousands)

   March 31,
2015
     December 31,
2014
 

Real estate assets held for sale

   $ 3,492       $ 3,492   

Other assets, primarily restricted cash

     549         549   
  

 

 

    

 

 

 

Total assets – real estate assets held for sale

$ 4,041    $ 4,041   
  

 

 

    

 

 

 

Contract for Sale – Midlothian Land Parcel

On October 7, 2014, the Company entered into a non-binding agreement with a third party to purchase the Company’s undivided interest in the Midlothian land parcel for $3.6 million. This agreement is subject to customary terms for similar transactions, including a period of examination during which the agreement could be cancelled by the Company or the purchaser, and would be expected to close by the end of 2015.

 

23


Real estate assets held for sale or sold subsequent to January 1, 2014

The Company’s real estate assets held for sale or sold subsequent to January 1, 2014 include the following:

 

Property Name

  

Location

  

Date Sold or
Disposed

Operating Property

  

Post Oak

   Louisville, Kentucky    July 11, 2014

Land Investments

  

Venetian

   Fort Myers, Florida    October 17, 2014

The Estates at Maitland (“Maitland”)

   Maitland, Florida    October 17, 2014

Millenia Phase II (“Millenia II”)

   Orlando, Florida    October 17, 2014

Sunnyside

   Panama City, Florida    October 17, 2014

Operating Property

In May 2014, the Company committed to a plan to actively market the Post Oak operating property and on July 11, 2014, the Company completed that sale. The net cash proceeds were approximately $7.8 million and the Company recognized a gain of approximately $0.4 million.

Land Investments

During the three months ended March 31, 2014, the Company committed to a plan to actively market for sale the Venetian, Midlothian and Maitland Land Investments. Also, in March 2014, upon completion of foreclosure proceedings, the Company committed to a plan to actively market for sale the Sunnyside Land Investment (see also Note A).

On October 17, 2014, the Company executed and closed on an agreement with the holders of the Class A preferred stock to redeem all 309,130 shares outstanding in exchange for the transfer of title to all of the Company’s Land Investments except for the Midlothian Land Investment, in which the Company retained all rights and interests, plus a cash payment of $5.0 million.

The Company’s loss from real estate assets held for sale or disposition which is included in net loss on the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 is as follows:

 

     Three Months
Ended
March 31,
 

(in thousands)

   2015      2014  

Total property revenues

   $ —         $ 294   

Total expenses

     (3      (504
  

 

 

    

 

 

 

Loss from real estate assets held for sale or disposition

$ (3 $ (210
  

 

 

    

 

 

 

There were no real estate assets disposed of during the three months ended March 31, 2015.

NOTE K – SUBSEQUENT EVENTS

Merger with Independence Realty Trust, Inc.

On May 11, 2015, the Company announced that, after conducting a thorough review of strategic alternatives, the Company and the Operating Partnership entered into a definitive agreement (the “Merger Agreement”) with Independence Realty Trust, Inc., a Maryland corporation (“IRT”), Independence Realty Operating Partnership, LP, a Delaware limited partnership and a subsidiary of IRT (“IRT OP”), IRT Limited Partner, LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT (“IRT LP LLC”), and Adventure Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of IRT OP (“OP Merger Sub”), pursuant to which OP Merger Sub will be merged with and into the Operating Partnership, with the Operating Partnership

 

24


surviving as a wholly owned subsidiary of IRT OP (the “Partnership Merger”), and TSRE will be merged with and into IRT LP LLC, with IRT LP LLC surviving as a wholly-owned subsidiary of IRT (the “Company Merger” and collectively with the Partnership Merger, the “Merger”).

At the effective time of the Company Merger and in accordance with the Merger Agreement, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the Company Merger shall be converted automatically into the right to receive, subject to certain adjustments, (i) an amount in cash equal to $3.80 (provided that IRT may elect prior to the closing of the Merger to increase the per share cash amount up to $4.56) (such cash amount, the “Per Share Cash Amount”), and (ii) a number of shares of IRT’s common stock equal to the quotient determined by dividing (a) $7.60 less the Per Share Cash Amount, by (b) $9.25, and rounding the result to the nearest 1/10,000 (the “Exchange Ratio”). At the effective time of the Partnership Merger, each OP Unit, issued and outstanding immediately prior to the effective time of the Partnership Merger and owned by a party other than the Company or one of its subsidiaries will be converted automatically into the right to receive (i) an amount in cash equal to the Per Share Cash Amount, and (ii) a number of common units of limited partnership interest in IRT OP equal to the Exchange Ratio.

The transaction has been approved by the Company’s Board of Directors. Completion of the transaction, which is currently expected to occur in the third quarter of 2015, is contingent upon customary closing conditions and (i) the approval of the Merger by the affirmative vote of the Company’s stockholders, who will vote on the Company Merger at a special meeting date to be announced, and (ii) the approval of the issuance of shares of IRT common stock in connection with the Merger by the affirmative vote of a majority of the votes cast by holders of IRT’s common stock entitled to vote on the matter. The transaction is not contingent upon receipt of financing by IRT. However, the Company can provide no assurances that this transaction will close, or if it closes, that it will close in the timeframe or on the terms described herein. More information on the terms of the Merger was included in a Current Report on Form 8-K filed by the Company with the SEC on May 11, 2015.

Issuance of RSA

On April 30, 2015, the Company issued an aggregate of 110,639 restricted stock awards pursuant the Company’s 2013 Executive Incentive Plan. These restricted stock awards were issued subject to similar vesting requirements as those grants that occurred on May 16, 2014 and 2013 and are an integral component of the Company’s annual executive compensation (see Note G).

 

25

Exhibit 99.2

TRADE STREET RESIDENTIAL, INC.

TABLE OF CONTENTS

 

     Page  

Report of Independent Registered Public Accounting Firm

     2   

Consolidated Balance Sheets as of December 31, 2014 and 2013

     3   

Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012

     4   

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013 and 2012

     5   

Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

     6   

Notes to Consolidated Financial Statements

     8   

 

1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Trade Street Residential, Inc.

We have audited the accompanying consolidated balance sheets of Trade Street Residential, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Trade Street Residential, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Grant Thornton LLP

Miami, Florida

March 13, 2015

 

2


TRADE STREET RESIDENTIAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

     December 31,  
     2014     2013  

ASSETS

    

Real estate assets

    

Land and improvements

   $ 88,766      $ 58,560   

Buildings and improvements

     464,002        272,849   

Furniture, fixtures, and equipment

     15,774        9,016   
  

 

 

   

 

 

 
  568,542      340,425   

Less accumulated depreciation

  (27,475   (14,369
  

 

 

   

 

 

 

Net investment in operating properties

  541,067      326,056   

Land held for future development (including $0 and $1,477 of consolidated variable interest entity, respectively)

  —        31,963   

Real estate assets held for sale

  3,492      —     
  

 

 

   

 

 

 

Net real estate assets

  544,559      358,019   
  

 

 

   

 

 

 

Other assets

Investment in unconsolidated joint venture

  —        2,421   

Cash and cash equivalents (including $0 and $148 of consolidated variable interest entity, respectively)

  13,308      9,037   

Restricted cash and lender reserves

  2,590      3,203   

Deferred financing costs, net

  4,599      3,022   

Intangible assets, net

  588      1,571   

Prepaid expenses and other assets

  2,475      9,560   

Due from related parties

  —        803   

Assets related to real estate assets held for sale

  549      —     
  

 

 

   

 

 

 
  24,109      29,617   
  

 

 

   

 

 

 

TOTAL ASSETS

$ 568,668    $ 387,636   
  

 

 

   

 

 

 

LIABILITIES

Indebtedness

$ 344,756    $ 249,584   

Accrued interest payable

  887      840   

Accounts payable and accrued expenses

  7,531      6,119   

Dividends payable

  3,709      1,247   

Security deposits, deferred rent and other liabilities

  1,783      1,443   
  

 

 

   

 

 

 

TOTAL LIABILITIES

  358,666      259,233   
  

 

 

   

 

 

 

Commitments & contingencies

  —        —     

STOCKHOLDERS’ EQUITY

Class A preferred stock; $0.01 par value; 423 shares authorized, 0 and 309 shares issued and outstanding at December 31, 2014 and 2013, respectively

  —        3   

Common stock, $0.01 par value per share; 1,000,000 authorized; 36,699 and 11,469 shares issued and outstanding at December 31, 2014 and 2013, respectively

  367      115   

Additional paid-in capital

  274,733      162,681   

Accumulated deficit

  (80,417   (52,053
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY – TRADE STREET RESIDENTIAL, INC.

  194,683      110,746   

Noncontrolling interest

  15,319      17,657   
  

 

 

   

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

  210,002      128,403   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 568,668    $ 387,636   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


TRADE STREET RESIDENTIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

     Years Ended December 31,  
     2014     2013     2012  

Property revenues

      

Rental revenue

   $ 51,372      $ 26,261      $ 13,212   

Other property revenues

     5,495        2,696        1,248   
  

 

 

   

 

 

   

 

 

 

Total property revenues

  56,867      28,957      14,460   
  

 

 

   

 

 

   

 

 

 

Property expenses

Property operations and maintenance

  16,186      9,243      5,331   

Real estate taxes and insurance

  8,595      3,942      2,122   
  

 

 

   

 

 

   

 

 

 

Total property expenses

  24,781      13,185      7,453   
  

 

 

   

 

 

   

 

 

 

Other expenses

General and administrative

  8,103      8,683      3,748   

Management transition expenses

  10,021      —        —     

Interest expense

  12,942      8,947      3,751   

Depreciation and amortization

  19,250      11,918      4,844   

Development and pursuit costs

  369      180      19   

Acquisition and recapitalization costs

  2,675      919      2,331   

Amortization of deferred financing costs

  1,022      1,443      636   

Loss on early extinguishment of debt

  1,629      1,146      538   
  

 

 

   

 

 

   

 

 

 

Total other expenses

  56,011      33,236      15,867   
  

 

 

   

 

 

   

 

 

 

Other income

  45      88      267   

Income from unconsolidated joint venture

  106      67      46   

Impairment associated with land holdings

  (7,962   (12,419   —     

Gains on sales of real estate assets

  1,419      —        —     

Gain on bargain purchase

  —        6,900      —     
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

  (30,317   (22,828   (8,547

Income (loss) from operation of discontinued rental property, including gains/losses on disposals (See Note L)

  —        6,272      (4
  

 

 

   

 

 

   

 

 

 

Net loss

  (30,317   (16,556   (8,551

Loss allocated to noncontrolling interest holders

  1,953      2,462      1,709   

Dividends declared and accreted on preferred stock and units

  (693   (940   (376

Dividends to restricted stockholders

  —        (52   —     

Extinguishment of equity securities

  1,216      11,716      —     

Adjustments attributable to participating securities

  44      (2,241   —     
  

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to common stockholders

$ (27,797 $ (5,611 $ (7,218
  

 

 

   

 

 

   

 

 

 

Earnings (loss) per common share – basic and diluted:

Continuing operations

$ (0.79 $ (1.36 $ (3.17

Discontinued operations

  —        0.72      —     
  

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common stockholders

$ (0.79 $ (0.64 $ (3.17
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares – basic and diluted

  35,325      8,762      2,278   
  

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


TRADE STREET RESIDENTIAL, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012

(in thousands)

 

    Trade Street Residential, Inc.                    
    Preferred Stock     Common Stock     Additional
Paid-in
Capital
    Accumulated
Deficit
    Noncontrolling
Interests
    Total
Equity
    Temporary
Equity
    Class A
Preferred
Shares
 
    Shares     Amount     Shares     Amount              

Equity, January 1, 2012

    —        $ —          96      $ 1      $ 108,303      $ (31,117   $ 7,150      $ 84,337      $       

Contributions from partners and members

    —          —          —          —          3,731        —          74        3,805        —          —     

Distributions to partners and members

    —          —          —          —          (4,209     —          (254     (4,463     —          —     

Net loss

    —          —          —          —            (6,842     (572     (7,414     (1,137     —     

Recapitalization of Feldman Mall Properties

    —          —          3,408        34        (9,927     —          10,182        289        —          —     

Recapitalization costs

    —          —          —          —          (868     —          —          (868     —          —     

Transfer of stock and units to temporary equity

    —          —          —          —          (37,696     —          —          (37,696     37,696        173   

Accretion of preferred stock and preferred units

    —          —          —          —          (376     —          —          (376     376        —     

Redemption of noncontrolling interests

    —          —          53        1        (1,669     —          (5,989     (7,657     —          —     

Private placement

    —          —          178        2        2,673        —          —          2,675        —          —     

Shares issued for acquisition

    —          —          940        9        14,094        —          —          14,103        9,268        100   

Distributions to stockholders

    —          —          42        —          (496     —          —          (496     —          —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity, December 31, 2012

  —        —        4,717      47      73,560      (37,959   10,591      46,239      46,203      273   

Proceeds from sale of common stock, net

  —        —        6,354      64      54,299      —        —        54,363      —        —     

Distributions

  —        —        —        —        —        —        (70   (70   —        —     

Net loss

  —        —        —        —        —        (14,094   (2,462   (16,556   —        —     

Dividends to stockholders

  —        —        —        —        (4,998   —        (621   (5,619   —        —     

Shares issued for acquisition

  36      —        —        —        3,318      —        —        3,318      —        —     

Stock based compensation, net of forfeitures

  —        —        377      4      1,257      —        —        1,261      —        —     

Shares issued to directors

  —        —        21      —        210      —        —        210      —        —     

Accretion of preferred stock and preferred units

  —        —        —        —        (47   —        —        (47   47      —     

Transfer of stock and units to permanent equity

  273      3      —        —        26,850      —        19,397      46,250      (46,250   (273

Exchange of Common OP for Class B contingent units

  —        —        —        —        8,232      —        (8,232   —        —        —     

Noncontrolling interest in rental property sold

  —        —        —        —        —        —        (946   (946   —        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity, December 31, 2013

  309      3      11,469      115      162,681      (52,053   17,657      128,403      —        —     

Proceeds from sale of common stock, net

  —        —        24,882      249      146,881      —        —        147,130      —        —     

Net loss

  —        —        —        —        —        (28,364   (1,953   (30,317   —        —     

Distributions to stockholders and unit holders

  —        —        —        —        (14,171   —        (890   (15,061   —        —     

Stock-based compensation – management transition

  —        —        375      4      3,748      —        —        3,752      —        —     

Stock-based compensation, net of forfeitures

  —        —        130      1      476      —        —        477      —        —     

Surrender of shares to cover tax withholding of stock compensation

  —        —        (157   (2   (1,194   —        —        (1,196

Redemption of preferred A stock

  (309   (3   —        —        (25,636   —        —        (25,639   —        —     

Conversion of Class B contingent units into Common OP units

  —        —        —        —        1,948      —        505      2,453      —        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity balance, December 31, 2014

  —      $ —        36,699    $ 367    $ 274,733    $ (80,417 $ 15,319    $ 210,002    $ —        —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5


TRADE STREET RESIDENTIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Years Ended December 31,  
     2014     2013     2012  

Cash flows from operating activities:

      

Net loss

   $ (30,317   $ (16,556   $ (8,551

(Income) loss from discontinued operations

     —          (6,272     4   
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

  (30,317   (22,828   (8,547

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

  19,250      11,918      4,844   

Impairment associated with land holdings

  7,962      12,419      —     

Amortization of tax abatement

  339      88      —     

Amortization of deferred financing costs

  1,022      1,443      636   

Loss on early extinguishment of debt

  1,629      1,146      538   

Non-cash compensation from conversion of Class B contingent units into common OP units

  2,453      —        —     

Stock compensation

  4,229      1,471      —     

Income of unconsolidated joint venture

  (106   (67   (46

Interest accrued on related party receivable

  (15   (78   (76

Gains on sales of real estate assets

  (1,419   —        —     

Gain on bargain purchase

  —        (6,900   —     

Net changes in assets and liabilities:

Restricted cash and lender reserves

  63      (406   (10

Prepaid expenses and other assets

  7,884      (4,679   (4,407

Accounts payable, accrued expenses and accrued interest payable

  1,458      2,030      2,968   

Due to related parties

  (120   (83   99   

Security deposits, deferred rent and other liabilities

  754      505      337   
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities – continuing operations

  15,066      (4,021   (3,664

Net cash provided by operating activities – discontinued operations

  —        757      2,504   
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

  15,066      (3,264   (1,160
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

Proceeds from sales of real estate assets

  11,209      —        844   

Cash distributions received from unconsolidated joint venture

  225      228      446   

(Deconsolidation) / consolidation of variable interest entity

  (148   148      —     

Acquisitions of communities

  (135,098   (62,178   (4,480

Acquisition of mortgage loan

  —        (1,450   —     

Property capital expenditures

  (3,405   (2,313   (1,469
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities – continuing operations

  (127,217   (65,565   (4,659

Net cash provided by investing activities – discontinued operations

  —        16,159      7,552   
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  (127,217   (49,406   2,893   
  

 

 

   

 

 

   

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6


TRADE STREET RESIDENTIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

 

     Years Ended December 31,  
     2014     2013     2012  

Cash flows from financing activities:

      

Proceeds from issuance of common stock, net of offering costs

     147,130        54,528        —     

Proceeds from indebtedness

     134,750        62,000        32,274   

Repayments of indebtedness

     (142,903     (43,983     (27,852

Payments of deferred loan costs

     (3,597     (2,428     (1,833

Prepayment fees for early extinguishment of debt

     (706     (1,014     (269

Distributions to stockholders and unit holders

     (12,600     (4,511     (359

Decrease (increase) in related party receivable

     845        146        (803

Payment of redemption of Class A preferred stock

     (5,301     —          —     

Payments for redemption of noncontrolling interest

     —          (3,758     —     

Shares surrendered for payment of withholding taxes

     (1,196     —          —     

Distributions to noncontrolling interest

     —          —          (61

Contributions from noncontrolling interest

     —          —          74   

Distributions to partners and members

     —          —          (786

Capital contributions from partners and members

     —          —          2,629   

Cash acquired from recapitalization

     —          —          23   

Recapitalization costs

     —          —          (868

Proceeds received from private placement

     —          —          2,675   
  

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities – continuing operations

  116,422      60,980      4,844   

Net cash used in financing activities – discontinued operations

  —        (4,171   (2,325
  

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

  116,422      56,809      2,519   
  

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

  4,271      4,139      4,252   

Cash and cash equivalents at beginning of period

  9,037      4,898      646   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 13,308    $ 9,037    $ 4,898   
  

 

 

   

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for interest, net of capitalized interest of $0, $145, and $355 respectively.

$ 12,895    $ 8,492    $ 5,044   

Supplemental Disclosure of Non-Cash Investing & Financing Activities:

Note payable issued as consideration for purchase of business

$ 103,325    $ 98,322    $ 44,996   

Stock issued in connection with rights offering

$ 7,500    $ —      $ —     

Redemption of Class A preferred stock

$ 26,855    $ —      $ —     

Acquisition consideration payable in preferred stock

$ —      $ 294    $ 3,674   

Stock issued for consideration of business acquisition

$ —      $ 3,318    $ 23,371   

Transfer preferred shares/units to permanent equity

$ —      $ 46,250    $ —     

Offering costs included in accounts payable and accrued expenses

$ —      $ 164    $ —     

Transfer preferred shares/units to temporary equity

$ —      $ —      $ 37,696   

Reclassification of loan from real estate loans to land and improvements

$ —      $ —      $ 11,000   

Payable for the redemption of noncontrolling interest

$ —      $ —      $ 7,657   

Non cash distribution of accounts receivables to partners and members

$ —      $ —      $ 645   

Net assets acquired from recapitalization

$ —      $ —      $ 266   

Stock dividend to common stockholders

$ —      $ —      $ 64   

The accompanying notes are an integral part of these consolidated financial statements.

 

7


TRADE STREET RESIDENTIAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Trade Street Residential, Inc. (the “Company” or “TSRE”), formerly Feldman Mall Properties, Inc. (the “Predecessor”), is a Maryland corporation that qualifies and has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company conducts substantially all of its operations through Trade Street Operating Partnership (the “Operating Partnership”). The Company’s consolidated financial statements as of and for the years ended December 31, 2014 and 2013, represent the combination of certain real estate entities and management operations under common control that were contributed to the Company on June 1, 2012 in a transaction accounted for as a reverse recapitalization (the “2012 Recapitalization”), as it was a capital transaction in substance, rather than a business combination, with no goodwill being recorded. For accounting purposes, the legal acquiree (the Company) was treated as the continuing reporting entity that acquired the legal acquirer (the Predecessor). See Note G for more information regarding the Company’s 2012 Recapitalization. The consolidated financial statements for the year ended December 31, 2012 include the operations and cash flows of the contributed companies for the five months ended May 31, 2012, the day prior to effectiveness of the 2012 Recapitalization. The Company completed its initial public offering in May 2013. On January 16, 2014, the Company completed a Rights Offering to the Company’s existing stockholders (see Note G – “Common Stock Offerings”).

The Company is engaged in the business of acquiring, owning, operating and managing high quality, conveniently located apartment communities in mid-sized cities and suburban submarkets of larger cities primarily in the southeastern United States, including Texas.

As of December 31, 2014, the Company had interests in 4,889 apartment units in 19 communities. The Company’s revenues are primarily derived from rents received from residents in its apartment communities. Under the terms of those leases, residents are obligated to reimburse the Company for certain utility costs. These utility reimbursements are recorded as other property revenues in the consolidated statements of operations. In 2012, prior to the Recapitalization, the Company earned fees from serving as an adviser to affiliates and other third parties with transactions involving real estate assets.

The Company, through its affiliates, actively manages the acquisition and operations of its real estate assets.

Strategic Alternative Review

On November 3, 2014, the Company’s Board of Directors announced it would undertake a review of strategic alternatives to enhance stockholder value and retained J.P. Morgan Securities LLC as its financial advisor and Morrison & Foerster LLP as its legal advisor during this process. This review will include, among other alternatives, a sale, merger, acquisition or other form of business combination, or a sale or acquisition of assets, or a debt or equity recapitalization. However, the Company has not made a decision to pursue any specific strategic transaction or any other strategic alternative, and there is no set timetable for completion of this strategic review process. There can be no assurance that the exploration of strategic alternatives will result in the completion of any transaction or other alternative (see Note G – “Recapitalization”).

Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements have been prepared by the Company’s management pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with U.S. generally accepted accounting principles (“GAAP”) and represent the assets and liabilities and operating results of the Company, the Operating Partnership and their wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Under Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 810, “Consolidation,” when a reporting entity is the primary beneficiary of an entity that is a variable interest entity (“VIE”) as defined in FASB ASC 810, the VIE must be consolidated into the financial statements of the reporting entity. The determination of which owner is the primary beneficiary of a VIE requires management to make

 

8


significant estimates and judgments about the rights, obligations, and economic interests of each interest holder in the VIE. A primary beneficiary has both the power to direct the activities that most significantly impact the VIE and the obligation to absorb losses or the right to receive benefits from the VIE. During the first quarter of 2013, the Company sold its 70% interest in a VIE to its joint venture partner (see Note L) and began consolidation of another VIE, which was deconsolidated during the first quarter of 2014 upon completion of foreclosure proceedings (see Note C).

Joint ventures in which the Company does not have a controlling interest but exercises significant influence are accounted for using the equity method, under which the Company recognizes its proportionate share of the joint venture’s earnings and losses. The Company held a 50% interest in BSF/BR Augusta JV, LLC, the owner of The Estates at Perimeter, an operating property, which was accounted for under the equity method until the Company sold its interest in that operating property on December 10, 2014 (see Note F).

Use of Estimates : The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in these Consolidated Financial Statements and accompanying notes. The more significant estimates include those related to whether the carrying values of real estate assets have been impaired and estimates related to the valuation of the Company’s investment in a joint venture. While management believes that the estimates used are reasonable, actual results could differ from the estimates.

Acquisition of Operating Properties : The Company has accounted for acquisitions of its operating properties, consisting of multifamily apartment communities and land held for future development, as business combinations in accordance with GAAP. Estimates of fair value based on future cash flows and other valuation techniques are used to allocate the purchase price between land, buildings, building improvements, equipment, identifiable intangible assets such as in-place leases and tax abatements, and other assets and liabilities.

Transaction costs related to the acquisition of an operating property, such as broker fees, certain transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and are included in acquisition and recapitalization costs in the consolidated statements of operations.

Real Estate Assets : Real estate assets are stated at the lower of depreciated cost or fair value, if deemed impaired, as described below. Depreciation on real estate is computed using the straight-line method over the estimated useful lives of the related assets, generally 35 to 50 years for buildings, 2 to 15 years for long-lived improvements and 3 to 7 years for furniture, fixtures and equipment. Expenditures that enhance the value of existing real estate assets or substantially extend the lives of those assets are capitalized and depreciated over the expected useful lives of such enhancements. Expenditures necessary to maintain a real estate asset in ordinary operating condition are expensed as incurred.

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized to the extent the total carrying value of the property does not exceed the estimated net realizable value of the completed property. Capitalization of these costs begins when the activities and related expenditures commence and ceases when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Real estate taxes, construction costs, insurance, and interest costs incurred during construction periods are capitalized. Capitalized real estate taxes and interest costs are amortized over periods which are consistent with the constructed assets. If the Company determines the completion of development or redevelopment is no longer probable, it expenses all capitalized costs which are not recoverable.

Land Held for Future Development : Land held for future development represented real estate the Company planned to develop in the future, but for which no construction or predevelopment activities were ongoing. Accordingly, interest, property taxes, insurance and all other costs are expensed as incurred and are included in development and pursuit costs in the accompanying consolidated statements of operations.

Real Estate Assets Held for Sale: The Company periodically classifies real estate assets, including land, as held for sale. An asset is classified as real estate assets held for sale after the Company’s Board of Directors commits to a plan to sell an asset, the asset is ready to be sold in its current condition, an active program to locate buyers has been

 

9


initiated and the sale is expected to be completed in one year. Upon the classification of a real estate asset as held for sale, the carrying value of the asset is reported at the lower of net book value or estimated fair value, less costs to sell the asset. Real estate assets held for sale are stated separately in the accompanying consolidated balance sheets. Subsequent to classifying an operating property as held for sale, no further depreciation expense is recorded. For periods beginning January 1, 2014, operating results from real estate assets held for sale are included in loss from continuing operations in the accompanying statements of operations (see Note L).

Impairment of Real Estate Assets : The Company periodically evaluates its real estate assets when events or circumstances indicate that the carrying amounts of such assets may not be recoverable. The Company assesses the recoverability of such carrying amounts by comparing the carrying amount of the property to its estimate of the undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, an impairment loss is recognized to the extent the carrying amount exceeds the estimated fair value of the property and is reported as a component of continuing operations. For real estate owned through unconsolidated real estate joint ventures or other similar real estate investment structures, at each reporting date, the Company compares the estimated fair value of these investments to their carrying value and records an impairment charge to the extent fair value is less than the carrying amount and the decline in value is determined to be other than temporary. In estimating fair value, management uses appraisals, internal estimates, and discounted cash flow calculations, which maximizes inputs from a marketplace participant’s perspective (see Note L).

Cash and Cash Equivalents: The Company classifies highly liquid investments with an original maturity of three months or less, at the time of purchase, as cash equivalents. The Company maintains its cash (including restricted cash) in bank deposit accounts and may at times maintain balances in excess of federal insured limits.

Restricted Cash and Lender Reserves : Restricted cash consists of escrow accounts for real estate taxes and insurance and restricted cash reserves for capital improvements and repairs on certain properties. As improvements and repairs are completed, related costs incurred by the Company are funded from these reserve accounts. Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the Company for payment of property taxes, insurance, interest and security deposits.

Revenue Recognition : Revenues are recorded when earned. Residential properties are leased under operating leases with terms of generally one year or less. Rental income is recognized when earned on a straight-line basis. Income from related party advisory fees and related accounts receivables are recorded when earned. Interest income and any related receivable is recorded when earned.

Sales of real estate property occur through the use of a sales contract and gains or losses from real estate property sales are recognized upon closing of the sale. The Company uses the accrual method and recognizes gains or losses on the sale of its properties when the earnings process is complete, there is no significant continuing involvement and the collectability of the sales price and collection of additional proceeds is reasonably assured, which is typically when the sale of the property closes.

Property Expenses : Operating expenses associated with the Company’s rental properties include the costs of labor and costs to maintain the property on a day-to-day basis as well as any utility costs, real estate taxes and insurance premiums. Operating expenses are recognized as incurred.

Stock-Based Compensation : The Company accounts for stock-based compensation under the fair value method discussed in ASC Topic 718, “Compensation—Stock Compensation,” which requires that compensation expense be recognized based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company’s stock on the grant date. This guidance requires the Company to expense the fair value of employee restricted stock over the requisite service period.

Noncontrolling Interests : Until March 1, 2013, the Company held majority interests in certain properties through wholly-owned subsidiaries that were party to operating agreements with third parties. The Company recorded noncontrolling third-party interests in these properties at their historical allocated cost, adjusting the basis prospectively for their share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These noncontrolling interests were not redeemable by the third-party owners and were presented

 

10


as part of permanent equity. Subsequent to the Company’s initial public offering on May 16, 2013, noncontrolling interests also include common units in the Operating Partnership held by certain limited partners other than the Company. Through December 31, 2013, income and losses were allocated to the noncontrolling interest holders based on their economic ownership percentage. For periods beginning January 1, 2014, due to the conversion of all remaining contingent B units into common units of the Operating Partnership as discussed in Note G, the Company allocates income and loss to noncontrolling interests based on the weighted-average common unit ownership interest in the Operating Partnership, which was 6.2% for the year ended December 31, 2014.

Intangible Assets : The Company allocates the purchase price of acquired properties to net tangible and identified intangible assets (consisting of the value of in-place leases and any property tax abatement agreements) based on relative fair values. Fair value estimates are based on information obtained from a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data.

The value of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy, and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, as well as marketing and other operating expenses. The value of in-place leases is amortized over the remaining initial term of the respective leases, typically a period of six months. The purchase prices of acquired properties are not expected to include allocations to tenant relationships, considering the short terms of the leases and the high expected levels of renewals.

Property tax abatements provide graduated tax relief for a defined period of time from the completion of development of the respective property. Amortization of tax abatement intangible assets is recorded based on the actual tax savings in each period and is included in real estate taxes and insurance in the consolidated statements of operations.

See Note C for a detailed discussion of the property acquisitions completed during the years ended December 31, 2014, 2013 and 2012.

Fair Value of Financial Instruments : For financial assets and liabilities recorded at fair value on a recurring basis, fair value is the price the Company would receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.

In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions; preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:

 

    Level 1: Quoted prices for identical instruments in active markets.

 

    Level 2: Quoted prices for similar instruments in active markets: quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

 

    Level 3: Significant inputs to the valuation model are unobservable.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

 

    The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash and lender reserves, amounts due from related parties, accounts payable and accrued expenses, security deposits, deferred rent and other liabilities approximate their fair values due to the short-term nature of these items.

 

11


    There is no material difference between the carrying amounts and fair values of mortgage notes payable as interest rates and other terms approximate current market rates and terms for similar types of debt instruments available to the Company (Level 2).

Disclosures about the fair value of financial instruments are based on pertinent information available to management as of December 31, 2014 and 2013.

Non-recurring Fair Value Disclosures : Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances. These assets primarily include long-lived assets, which are recorded at fair value when they are impaired. The fair value methodologies used to measure long-lived assets are described above at “Impairment of Real Estate Assets”. The inputs associated with the valuation of long-lived assets are generally included in Level 3 of the fair value hierarchy.

The following table sets forth by level, within the fair value hierarchy the Company’s Land Investments that are measured at fair value on a non-recurring basis as of December 31, 2014 and 2013 (see Note L for additional information on impairment associated with these Land Investments recognized during the years ended December 31, 2014 and 2013):

 

     As of December 31, 2014  

(in thousands)

   Level 1      Level 2      Level 3      Total  

Midlothian Town Center – East

   $ —         $ —         $ 3,492       $ 3,492   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ —      $ —      $ 3,492    $ 3,492   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of December 31, 2013  

(in thousands)

   Level 1      Level 2      Level 3      Total  

Venetian

   $ —         $ —         $ 4,360       $ 4,360   

Midlothian Town Center – East

     —           —           4,165         4,165   

The Estates at Maitland

     —           —           9,000         9,000   
  

 

 

    

 

 

    

 

 

    

 

 

 
$ —      $ —      $ 17,525    $ 17,525   
  

 

 

    

 

 

    

 

 

    

 

 

 

Land Investments classified as land held for future development at December 31, 2013 were either disposed of or reclassified to real estate assets held for sale during the year ended December 31, 2014 (see Note L).

Deferred Financing Costs: Deferred financing costs are amortized over the terms of the related debt obligations, using the straight-line method which approximates the effective interest method. If the debt obligations are paid down prior to their maturity, the related unamortized loan costs are charged to loss on early extinguishment of debt.

Gross deferred financing costs were approximately $5.7 million and $4.4 million as of December 31, 2014 and 2013, respectively. Accumulated amortization of deferred financing costs was approximately $1.1 million and $1.4 million as of December 31, 2014 and 2013, respectively. For the years ended December 31, 2014, 2013 and 2012, amortization of deferred financing costs of approximately $1.0 million, $1.4 million and $0.6 million, respectively, is included in the consolidated statements of operations.

Estimated amortization of deferred financing costs for each of the next five years and thereafter is as follows:

 

For the year ending December 31,

   (in thousands)  

2015

   $ 916   

2016

     916   

2017

     546   

2018

     466   

2019

     451   

Thereafter

     1,304   
  

 

 

 
$ 4,599   
  

 

 

 

 

12


Prepaid expenses and other assets : As of December 31, 2014, prepaid expenses and other assets primarily consist of prepaid expenses of approximately $0.7 million, insurance recovery receivable of approximately $0.7 million (discussed below), deferred rent concessions of approximately $0.3 million, and a deposit made for the potential future acquisition of real estate assets of $0.2 million. As of December 31, 2013, prepaid expenses and other assets primarily consist of deferred offering costs of approximately $2.7 million as well as deposits made for potential future acquisitions of real estate assets of $5.9 million.

On November 22, 2014, a 20-unit apartment building at the Company’s Pointe at Canyon Ridge property in Sandy Springs, Georgia, was destroyed by fire. At the time of the fire, the affected building had a carrying value of approximately $0.6 million. The Company maintains insurance coverage on all of its properties and subsequently filed an insurance claim that is expected to cover the re-construction cost of the affected building, less the Company’s loss deductible, as well as loss of rents under a business interruption provision of the applicable insurance policy. During the year ended December 31, 2014, the Company recorded a casualty loss of approximately $0.7 million within property taxes and insurance in the Company’s consolidated statements of operations relating to the carrying value of the affected building plus the Company’s insurance loss deductible, which has been offset by an expected $0.7 million insurance recovery. In addition, the Company recorded a recovery of lost rents relating to the 20 impacted units for the period from the date of the fire through December 31, 2014 as additional rental income in the Company’s consolidated statements of operations. These insurance recovery receivables have been included within prepaid expenses and other assets in the Company’s consolidated balance sheets at December 31, 2014. The Company anticipates that re-construction of this 20-unit building will be completed by the end of the second quarter of 2015.

Income Taxes : The Company has maintained, and intends to maintain, its election as a REIT under the Internal Revenue Code of 1986, as amended. In order for the Company to continue to qualify as a REIT, it must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to its stockholders equal to a minimum of 90% of its REIT taxable income, computed without regard to the dividends paid deduction and its net capital gains. As a REIT, the Company generally will not be subject to federal income tax on its taxable income at the corporate level to the extent such income is distributed to its stockholders annually. The Company’s Operating Partnership is a flow through entity and is not subject to federal income taxes at the entity level. No provision has been made for income taxes, since all of the Company’s operations are held in pass-through entities and accordingly, the income or loss of the Company is included in the individual income tax returns of the members. The Company’s tax years that remain subject to examination for U.S. federal and state purposes range from 2012 through 2014.

Commitments and Contingencies: The Company may from time to time be involved in legal proceedings arising from the normal course of business. Due the nature of the Company’s operations, it is possible that existing properties, or properties that the Company will acquire in the future, have asbestos or other environmental related liabilities. As of December 31, 2014, the Company is not aware of any claims or potential liabilities that would need to be accrued or disclosed that have not been disclosed in Note J.

Risks and Uncertainties : The Company’s investments in real estate are subject to various risks, including the risks associated with the general economic climate. Due to the level of risk associated with real estate investments, it is at least reasonably possible that changes in their values will occur in the near term, and that such changes could materially affect the amounts reported in the Consolidated Financial Statements.

The decision by investors and lenders to enter into transactions with the Company will depend upon a number of factors, such as the Company’s historical and projected financial performance, industry and market trends, the availability of capital and investors, lenders’ policies, future interest rates, and the relative attractiveness of alternative investment or lending opportunities compared to other investment vehicles.

Future changes in market trends and conditions may occur which could cause actual results to differ materially from the estimates used in preparing the accompanying consolidated financial statements.

 

13


The Company is subject to the following risks in the course of conducting its business activities:

Investment and Financing Risk : The Company’s revolving credit agreement bears a variable interest rate, exposing the Company to interest rate risk (see Note D).

Liquidity Risk : Liquidity risk is the risk that the Company will not have sufficient funds available to meet its operational requirements and investing plans. The Company’s primary source of liquidity is net operating income from its rental properties, which is used as working capital and to fund capital expenditure requirements. The Company regularly monitors and manages its liquidity to ensure access to sufficient funds. Access to funding is achieved through mortgage financing, credit markets, sales of existing properties and cash reserves. As of December 31, 2014, the Company had mortgage debt totaling $344.8 million, of which $1.2 million matures in 2015.

Credit Risks : The Company is exposed to credit risk in that tenants may be unable to pay the contracted rents. Management mitigates this risk by carrying out appropriate credit checks and related due diligence on prospective tenants. The Company may require certain tenants to provide security deposits. Though these security deposits are insufficient to meet the terminal value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. There is no dependence upon any single tenant.

Concentrations of Risk : The Company’s success depends to a certain extent on the general economic conditions of the geographic markets that the Company operates in. For the years ended December 31, 2014, 2013 and 2012, the Company’s consolidated percent of property revenues were concentrated in the following states:

 

     Years Ended December 31,  

(in thousands)

   2014     2013     2012  

Alabama

     3.1     5.0     —  

Florida

     7.9        14.8        2.4   

Georgia

     13.5        15.6        29.4   

North Carolina

     24.4        19.4        1.0   

South Carolina

     20.0        10.9        —     

Tennessee

     17.5        19.8        39.5   

Texas

     13.6        14.5        27.7   
  

 

 

   

 

 

   

 

 

 
  100.0   100.0   100.0
  

 

 

   

 

 

   

 

 

 

Any adverse general economic conditions impacting the geographic markets that the Company operates in could adversely affect its overall results of operations and financial conditions.

The Company maintains its cash (including restricted cash) in bank deposit accounts and may at times maintain balances in excess of federally insured limits.

Recent Accounting Standards : In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. This guidance is effective for annual periods ending after December 31, 2016 and is not expected to have an impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which converges the FASB and the International Accounting Standards Board standard on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This is effective for the fiscal years and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements or related disclosures.

 

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In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity , which changes the criteria for determining which disposals qualify to be accounted for as discontinued operations and modifies related reporting and disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2014 and for interim periods within those fiscal years with early adoption permitted. As a result of ASU 2014-08, the disposal of a component of an entity or a group of components is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also requires an entity to provide certain disclosures about a disposal of an individually significant component of such entity that does not qualify for discontinued operations presentation in the financial statements. Effective January 1, 2014, the Company elected to adopt this standard on a prospective basis for transactions that may occur after the adoption. Adoption of ASU 2014-008 did not have a material impact on the Company’s consolidated financial position or results of operations. Under this standard, the Company anticipates that the majority of any future property sales will not be classified as discontinued operations.

NOTE B – EARNINGS PER SHARE

The Company reports earnings per share (“EPS”) using the two-class method as required under GAAP. The two-class method is an earnings allocation method for computing EPS when an entity’s capital structure includes either two or more classes of common stock or includes common stock and participating securities. The two-class method calculates EPS based on distributed earnings and undistributed earnings. Undistributed losses are not allocated to participating securities under the two-class method unless the participating security has a contractual obligation to share in losses on a basis that is objectively determinable.

Potentially dilutive shares of common stock, and the related impact to earnings, are considered when calculating EPS on a diluted basis using the treasury stock method. For periods where the Company reports a net loss available for common stockholders, the effect of dilutive shares is excluded from EPS calculations because including such shares would be anti-dilutive.

As further described in Note G, on January 17, 2013, the Company effected a 1-for-150 reverse stock split of its common stock, which is reflected in the weighted average shares of common stock in the table below.

A reconciliation of basic and diluted EPS computations for the years ended December 31, 2014, 2013 and 2012 is presented below:

 

     Years Ended December 31,  

(in thousands, except per share amounts)

   2014      2013     2012  

Net loss

   $ (30,317    $ (16,556   $ (8,551

Loss allocated to noncontrolling interest

     1,953         2,462 (1)       1,709   

Dividends declared and accreted on preferred stock and units

     (693      (940     (376

Dividends to restricted stockholders

     —           (52     —     

Extinguishment of equity securities (Note G)

     1,216         11,716        —     

Adjustments attributable to participating securities

     44         (2,241     —     
  

 

 

    

 

 

   

 

 

 

Net loss attributable to common stockholders

$ (27,797 $ (5,611 $ (7,218
  

 

 

    

 

 

   

 

 

 

Continuing operations

$ (27,797 $ (11,883 $ (7,214

Discontinued operations (Note L)

  —        6,272      (4
  

 

 

    

 

 

   

 

 

 

Net loss attributable to common stockholders

$ (27,797 $ (5,611 $ (7,218
  

 

 

    

 

 

   

 

 

 

Earnings (loss) per common share – basic and diluted

Continuing operations

$ (0.79 $ (1.36 $ (3.17

Discontinued operations

  —        0.72      —     
  

 

 

    

 

 

   

 

 

 

 

15


     Years Ended December 31,  

(in thousands, except per share amounts)

   2014      2013      2012  

Net earnings (loss) per share attributable to common stockholders

   $ (0.79    $ (0.64    $ (3.17

Weighted average number of shares – basic and diluted

     35,325         8,762         2,278   
  

 

 

    

 

 

    

 

 

 

Weighted average, potentially dilutive securities excluded from diluted earnings (loss) per share because they were antidilutive or performance conditions were not met:

Warrants (2)

  139      139      139   
  

 

 

    

 

 

    

 

 

 

Common units of the Operating Partnership (3)

  2,344      —        —     
  

 

 

    

 

 

    

 

 

 

Unvested restricted stock awards (4)

  217      173      —     
  

 

 

    

 

 

    

 

 

 

 

(1)   Net of $0.04 million income allocated to discontinued operations in the first quarter of 2013.
(2)   Exercisable until May 14, 2015 at a split-adjusted exercise price of $21.60 of the Company’s common stock.
(3)   Class B contingent units were converted into common OP units in February 2014 and were excluded from potentially dilutive shares of common stock in the 2013 and 2012 periods presented since their conversion had been contingent upon the achievement of future conditions (see Notes A and G).
(4)   Granted pursuant to the Company’s Equity Incentive Plan (see Note H).

NOTE C – ACQUISITIONS OF MULTIFAMILY APARTMENT COMMUNITIES

During the years ended December 31, 2014, 2013 and 2012, the Company through its Operating Partnership completed various acquisitions of multifamily apartment communities from unrelated, third-party sellers. The acquisitions involved the acquisition of the operating real estate, but no management or other business operations were acquired in such acquisitions. The fair value of the net assets acquired and the related purchase price allocation are summarized below.

2014 Acquisitions :

Waterstone at Big Creek (“Big Creek”) – On April 7, 2014, the Company acquired Big Creek, a 270-unit apartment community located in Alpharetta (Atlanta), Georgia for a total purchase price of $40.5 million. The purchase price was funded with cash on hand of approximately $3.5 million and $37.0 million drawn from the Revolver (see Note D). From the date of acquisition through December 31, 2014, Big Creek generated revenue of approximately $2.9 million and a net income of approximately $0.5 million. As of December 31, 2014, the Company is party to an agreement to purchase an additional 100 units that are currently under construction on a parcel adjacent to Big Creek for $15.0 million, for which a $0.2 million nonrefundable deposit has been paid by the Company (see Note J).

Avenues of Craig Ranch (“Craig Ranch”) On March 18, 2014, the Company acquired Craig Ranch, a 334-unit apartment community located in McKinney (Dallas), Texas. The purchase price of $42.4 million was funded with approximately $21.2 million cash proceeds from the net proceeds of the common stock offering and subscription rights granted to TSRE’s existing stockholders (“Rights Offering”) (as more fully described in Note G) and a new mortgage loan in the amount of $21.2 million (see Note D). From the date of acquisition through December 31, 2014, Craig Ranch generated revenue of approximately $3.3 million and a net loss of approximately ($0.5) million.

Waterstone at Brier Creek (“Brier Creek”) On March 10, 2014, the Company acquired Brier Creek, a 232-unit apartment community located in Raleigh, North Carolina. The purchase price of $32.7 million was funded with approximately $16.4 million cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $16.3 million (see Note D). From the date of acquisition through December 31, 2014, Brier Creek generated revenue of approximately $1.8 million and a net loss of approximately ($0.7) million.

 

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The Aventine Greenville (“Aventine”) On February 6, 2014, the Company acquired Aventine, a 346-unit apartment community located in Greenville, South Carolina. The purchase price of $41.9 million was funded with approximately $20.9 million cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $21.0 million (see Note D). From the date of acquisition through December 31, 2014, Aventine generated revenue of approximately $3.7 million and a net loss of approximately ($0.4) million.

The Estates at Wake Forest (“Wake Forest”) On January 21, 2014, the Company acquired Wake Forest, a 288-unit apartment community located in Wake Forest (Raleigh), North Carolina. The purchase price of $37.3 million was funded with approximately $18.7 million of cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $18.6 million (see Note D). From the date of acquisition through December 31, 2014, Wake Forest generated revenue of approximately $2.6 million and a net loss of approximately ($1.3) million.

Miller Creek at Germantown (“Miller Creek”) On January 21, 2014, the Company acquired Miller Creek, a 330-unit apartment community located in Germantown (Memphis), Tennessee. The purchase price of approximately $43.8 million was funded with approximately $17.5 million of cash proceeds from the Rights Offering and the related transactions and a new mortgage loan in the amount of $26.3 million (see Note D). From the date of acquisition through December 31, 2014, Miller Creek generated revenue of approximately $4.2 million and a net loss of approximately ($0.9) million.

The table below details the total fair values assigned to the assets and liabilities acquired related to the above acquisitions during the year ended December 31, 2014:

 

(in thousands)

   Miller
Creek
     Wake
Forest
     Aventine      Brier
Creek
     Craig
Ranch
     Big
Creek
     Total  

Fair Value of Net Assets Acquired

   $ 43,750       $ 37,250       $ 41,866       $ 32,682       $ 42,375       $ 40,500       $ 238,423   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Purchase Price

$ 43,750    $ 37,250    $ 41,866    $ 32,682    $ 42,375    $ 40,500    $ 238,423   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Assets Acquired/Purchase Price Allocated:

Land

$ 2,173    $ 2,677    $ 2,888    $ 3,031    $ 3,444    $ 3,910    $ 18,123   

Site Improvements

  2,460      2,618      1,926      1,681      3,210      1,763      13,658   

Building

  37,332      30,633      34,720      26,989      33,317      33,106      196,097   

Furniture, fixtures and equipment

  1,011      860      1,494      679      1,673      978      6,695   

Intangible assets – in place leases

  774      462      838      302      731      743      3,850   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 43,750    $ 37,250    $ 41,866    $ 32,682    $ 42,375    $ 40,500    $ 238,423   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2013 Acquisitions:

Fountains Southend (“Southend”) – On September 24, 2013, the Company acquired a 100% equity interest in Fountains at New Bern Station, LLC which owned 100% of Southend (f/k/a Fountains at New Bern), a 208-unit apartment community located in Charlotte, North Carolina. The purchase price of $34.0 million was funded by net proceeds of a new mortgage loan of $30.0 million (see Note D) and cash of $4.0 million. In conjunction with the acquisition of Southend, the Company recorded a gain on bargain purchase in the amount of $6.9 million which has been included in the consolidated statement of operations for the year ended December 31, 2013. The Company placed the property under contract for a purchase price of $34.0 million in December 2012 while the property was early in its construction period. As a result of the strong leasing market in Charlotte, North Carolina and the compression in multi-family capitalization rates during the construction and lease-up, the property appraised for $40.9 million as of the time of purchase. The gain represents the difference between the fair value of net assets acquired of $40.9 million and the fair value of the consideration paid of $34.0 million. The Company performed a reassessment and verified that all assets acquired and liabilities assumed were properly identified. From the date of acquisition through December 31, 2013, Southend generated revenue of approximately $0.9 million and a net loss of approximately ($0.8) million, excluding the gain on bargain purchase. The mortgage on this property was refinanced in February 2014 (see Note D).

Talison Row (“Talison”) – On August 26, 2013, the Company acquired Talison, a 274-unit apartment community located in Charleston, South Carolina. The purchase price of $48.1 million was funded by net proceeds of a new mortgage loan of approximately $33.6 million (see Note D) and cash of approximately $14.5 million. From the date of acquisition through December 31, 2013, Talison generated revenue of approximately $1.2 million and a net loss of approximately ($1.0) million.

 

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Creekstone at RTP (“Creekstone”) – On May 17, 2013, the Company acquired Creekstone, (f/k/a/ Woodfield Creekstone), a 256-unit apartment community located in Durham, North Carolina. The purchase price of $35.8 million was comprised of a mortgage note payable of $23.3 million and cash of $12.5 million from proceeds of the Company’s public offering. From the date of acquisition through December 31, 2013, Creekstone generated revenue of approximately $2.0 million and a net loss of approximately ($0.7) million.

St. James at Goose Creek (“St. James”) – On May 16, 2013, the Company acquired St. James, (f/k/a/ Woodfield St. James), a 244-unit apartment community located in Goose Creek (Charleston), South Carolina for $27.4 million. The purchase was funded with proceeds from the Company’s public offering of its common stock. In connection with the acquisition, the Company obtained mortgage financing for $19.0 million. From the date of acquisition through December 31, 2013, St. James generated revenue of approximately $1.9 million and a net loss of approximately ($0.5) million.

Bridge Pointe – On March 4, 2013, the Company acquired Bridge Pointe, (f/k/a Vintage at Madison Crossing), a 178-unit apartment community located in Huntsville, Alabama. The purchase price of $15.3 million was funded by net proceeds of a new mortgage loan of $11.4 million plus cash on hand of $3.8 million. From the date of acquisition through December 31, 2013, Bridge Pointe generated revenue of approximately $1.4 million and a net loss of approximately ($0.8) million.

The table below details the total fair values assigned to the assets and liabilities acquired related to the above acquisitions during the year ended December 31, 2013:

 

(in thousands)

   Bridge
Pointe
     St. James      Creekstone      Talison      Southend      Total  

Fair Value of Net Assets Acquired

   $ 15,250       $ 27,400       $ 35,800       $ 48,050       $ 40,900       $ 167,400   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Purchase Price

$ 15,250    $ 27,400    $ 35,800    $ 48,050    $ 34,000    $ 160,500   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Assets Acquired/Purchase Price Allocated:

Land

$ 1,140    $ 3,003    $ 2,970    $ 4,018    $ 6,263    $ 17,394   

Site Improvements

  943      1,033      1,024      1,161      1,380      5,541   

Building

  12,437      22,255      30,823      41,294      30,740      137,549   

Furniture, fixtures and equipment

  311      441      302      804      730      2,588   

Intangible assets – in place leases

  419      668      681      773      772      3,313   

Intangible assets – property tax abatement

  —        —        —        —        1,015      1,015   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

$ 15,250    $ 27,400    $ 35,800    $ 48,050    $ 40,900    $ 167,400   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Sunnyside Loan – BSP/Sunnyside, LLC (“Sunnyside”), the owner of undeveloped land located in Panama City, Florida, was a subsidiary of BCOM Real Estate Fund, LLC Liquidating Trust, a successor to one of the contributors of entities in the 2012 Recapitalization, which is also a stockholder of the Company. Sunnyside was not contributed to the Company in the 2012 Recapitalization. On October 2, 2012, Sunnyside executed a Settlement Stipulation, which provided Sunnyside or its assignee the option, for a non-refundable fee of $0.2 million, to acquire its delinquent loan (with a principal balance of $4.5 million) from its lender within 120 days of the date of the Settlement Stipulation for the net amount of $1.4 million, after a credit of the $0.2 million paid for the option. On January 30, 2013, the Company exercised its rights under the option and purchased the loan for $1.4 million. As a result of the acquisition of the loan on January 30, 2013, pursuant to ASC 810, the Company was considered the primary beneficiary and, as such, began consolidation of Sunnyside in the Company’s financial statements. The total consideration paid of $1.6 million was not considered a business combination and was allocated as follows to the assets of Sunnyside (in thousands):

 

Cash

$ 148   

Land

$ 1,477   

In December 2013, the Company initiated foreclosure proceedings, which were completed on March 10, 2014, with the Company obtaining title to the Sunnyside asset. As a result of the foreclosure, the Company deconsolidated Sunnyside due to lack of ongoing variable interest. The deconsolidation of Sunnyside did not have a material impact

 

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on the consolidated financial statements of the Company. During the year ended December 31, 2014, the Company recorded an impairment charge of $0.1 million associated with the Sunnyside asset due to its inclusion in the consideration exchange for the redemption of the Company’s outstanding shares of Class A preferred stock on October 17, 2014 (see Notes G and L).

2012 Acquisitions:

Westmont Commons On December 13, 2012, the Company acquired Westmont Commons, an apartment community located in Asheville, North Carolina. Westmont Commons contains 252 apartment units in ten three-story buildings on approximately 17.5 acres of land. The purchase price of $22.4 million was comprised of a mortgage note payable of $17.9 million (see Note D) plus cash of $4.5 million. From the date of acquisition through December 31, 2012, Westmont Commons generated revenue of approximately $0.1 million and a net loss of approximately ($0.3) million.

Estates at Millenia (“Millenia 700”) On December 3, 2012, the Company and the Operating Partnership entered into a Contribution Agreement with BREF/BUSF Millenia Associates, LLC (the “Seller”) for the purchase of all of the Seller’s membership interests in Millenia 700, LLC, the owner of the 297 unit apartment complex located in Orlando, Florida known as the Estates at Millenia (the “Developed Property”) and the 7-acre development site adjacent to the Developed Property (the “Development Property”) that is currently approved for 403 apartment units. The Developed Property and the Development Property were contributed to the Operating Partnership.

Consideration for the purchase consisted of:

 

    For the Developed Property, a total of $43.2 million, consisting of approximately $29.1 million in cash to pay off the existing loan and shares of the Company’s common stock valued at approximately $14.1 million;

 

    For the Development Property: 100,000 shares of Class A preferred stock valued at approximately $9.3 million as of the acquisition date based on a valuation performed by the Company of the stock. On March 14, 2013, the Company issued an additional 35,804 shares of Class A preferred stock having an aggregate value of approximately $3.6 million, equal to the amount of certain development costs incurred up to the date of contribution. Upon receipt of the final certificate of occupancy for the development property, the Company was required to issue to the Seller a number of additional shares of Class A preferred stock equal to 20% of the increase in value of the Development Property, for which a liability for the contingent consideration of $0.3 million has been recorded in the accompanying consolidated balance sheets as of December 31, 2013. The contingent consideration was valued using the Black-Scholes option pricing model. The fair value of the Class A preferred stock was determined as the “as converted” value adjusted for the difference in relative dividend yields of the Class A preferred stock over the period until conversion. The Development Property was included in a transaction to redeem all of the Company’s outstanding shares of Class A preferred stock, which closed on October 17, 2014 (see Notes G and L).

The shares of Class A preferred stock were not registered under the Securities Act of 1933 and were, therefore, subject to certain restrictions on transfer.

In connection with the acquisition of Millenia 700, the Company obtained new mortgage financing in the amount of $35.0 million which was refinanced on February 11, 2014 (see Note D).

From the date of acquisition through December 31, 2012, Millenia 700 generated revenue of approximately $0.3 million and a net loss of approximately ($0.5) million.

 

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The table below details the total fair values assigned to the assets and liabilities acquired related to the above acquisitions during the year ended December 31, 2012:

 

(in thousands)

   Millenia
700
     Westmont
Commons
     Total  

Fair Value of Net Assets Acquired

   $ 56,121       $ 22,400       $ 78,521   
  

 

 

    

 

 

    

 

 

 

Purchase Price

$ 56,121    $ 22,400    $ 78,521   
  

 

 

    

 

 

    

 

 

 

Net Assets Acquired/Purchase Price Allocated:

Land

$ 4,022    $ 1,409    $ 5,431   

Site Improvements

  584      866      1,450   

Land held for future developments

  12,942      —        12,942   

Building

  36,070      19,184      55,254   

Furniture, fixtures and equipment

  1,245      302      1,547   

Intangible assets – in place leases

  1,258      639      1,897   
  

 

 

    

 

 

    

 

 

 

Total

$ 56,121    $ 22,400    $ 78,521   
  

 

 

    

 

 

    

 

 

 

The Company incurred approximately $1.6 million, $0.9 million and $0.4 million of acquisition-related costs during the years ended December 31, 2014, 2013, and 2012 respectively.

Pro Forma Financial Information:

The revenues and results of operations of the acquired apartment communities are included in the consolidated financial statements beginning on the date of each respective acquisition. The following unaudited consolidated pro forma information for the years ended December 31, 2014 and 2013 is presented as if the Company had acquired each apartment community on January 1, 2013.

The information presented below is not necessarily indicative of what the actual results of operations would have been had the Company completed these transactions on January 1, 2013, nor does it purport to represent the Company’s future operations.

 

(in thousands)

   Years Ended
December 31,
 
     2014      2013  

Unaudited pro forma financial information :

     

Pro forma revenue

   $ 58,954       $ 37,455   

Pro forma loss from continuing operations

   $ (26,733    $ (34,152

NOTE D – INDEBTEDNESS

As of December 31, 2014 and 2013, the Company had total indebtedness of approximately $344.8 million and $249.6 million, respectively. Borrowings relate to individual property mortgages as well as the Company’s Revolver (as defined below).

The following is a summary of debt originated during the years ended December 31, 2014 and 2013:

Craig Ranch On March 18, 2014, in conjunction with the acquisition of Craig Ranch (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $21.2 million, which bears a fixed interest rate of 3.78% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on April 10, 2021. The mortgage note is secured by Craig Ranch.

Brier Creek On March 10, 2014, in conjunction with the acquisition of Brier Creek (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $16.3 million, which bears a fixed interest rate of 3.70% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on April 5, 2022. The mortgage note is secured by Brier Creek.

Aventine On February 6, 2014, in conjunction with the acquisition of Aventine (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $21.0 million, which bears a fixed

 

20


interest rate of 3.70% and requires monthly payments of interest only for the initial 60 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 10, 2021. The mortgage note is secured by Aventine.

Wake Forest On January 21, 2014, in conjunction with the acquisition at Wake Forest (see Note C above) the Company, through its subsidiary, entered into a mortgage note payable in the amount of $18.6 million, which bears a fixed interest rate of 3.94% and requires monthly payments of interest only for the term of the loan and a payment of the unpaid principal amount due at maturity on February 10, 2021. The mortgage note is secured by Wake Forest.

Miller Creek On January 21, 2014, in conjunction with the acquisition of Miller Creek (see Note C above) the Company, through its subsidiary entered into a mortgage note payable in the amount of $26.3 million, which bears a fixed rate interest rate of 4.6% and requires monthly payments of interest only for the initial 36 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 10, 2024. The mortgage note is secured by Miller Creek.

Revolving Credit Facility

On January 31, 2014, the Company and the Operating Partnership entered into a Credit Agreement (the “Credit Agreement”) for a $75 million senior secured credit facility (the “Revolver”) with Regions Bank as lead arranger and U.S. Bank National Association as a participant. The Revolver is comprised of an initial $75 million commitment with an accordion feature allowing the Company to increase borrowing capacity to $250 million (the “Revolver Amount”), subject to certain approvals and meeting certain criteria. The Revolver also includes a sublimit for the issuance of standby letters of credit (“Letter of Credit”) for up to the greater of $10.0 million and 10.0% of the Revolver Amount and a sublimit for discretionary swingline loans (“Swingline Loan”) for up to the greater of $10.0 million and 10.0% of the Revolver Amount, in each case subject to borrowing availability under the Revolver. No Swingline Loan may be outstanding for more than ten consecutive business days.

The Revolver has an initial three-year term that can be extended at the Company’s option for up to two additional one-year periods and has a variable interest rate of LIBOR (as defined in the Credit Agreement) plus a spread of 1.75% to 2.75%, depending on the Company’s consolidated leverage ratio. The current borrowing rate of the Revolver is LIBOR plus 2.50%. The Revolver is guaranteed by the Company and certain subsidiaries of the Company and is secured by first priority mortgages on designated properties that make up the borrowing base (“Borrowing Base”) as defined in the Credit Agreement. Availability under the Revolver is permitted up to 65% of the value of the Borrowing Base subject to the limitations set forth in the Revolver. The Revolver contains customary affirmative and negative covenants with respect to, among other things, insurance, maintaining at least one class of exchange listed common stock, the guaranty in connection with the Revolver, liens, intercompany transfers, transactions with affiliates, mergers, consolidation and asset sales, ERISA plan assets, modification of organizational documents and material contracts, derivative contracts, environmental matters, and management agreements and fees. In addition, the Operating Partnership pays a commitment fee of 0.20% to 0.30% quarterly in arrears based on the unused portion of the revolving credit commitment. As of December 31, 2014, the commitment fee was 0.20%. As of December 31, 2014 the weighted average interest rate was approximately 2.70%.

The Revolver requires the Company to satisfy certain financial covenants, including the following:

 

    minimum tangible net worth of at least $123.0 million plus 75% of the net proceeds of any equity issuances effected at any time after September 30, 2013 by the Operating Partnership or any of its subsidiaries;

 

    maintaining a ratio of funded indebtedness to total asset value of no greater than 0.65 to 1.0;

 

    maintaining a ratio of adjusted EBITDA to fixed charges of no less than (i) 1.3 to 1.0 from the effective date of the Credit Agreement to and including March 31, 2014, (ii) 1.4 to 1.0 from April 1, 2014 to and including June 30, 2014, and (iii) 1.5 to 1.0 from July 1, 2014 and at all times thereafter;

 

    limits on investments in unimproved land, mortgage receivables, interests in unconsolidated affiliates, construction-in-progress on development properties, and marketable securities and non-affiliated entities, in each case, based on the value of such investments relative to total asset value, as set forth in the Credit Agreement; and

 

21


    restrictions on certain dividend and distribution payments.

The Company was in compliance with all applicable covenants, including these financial covenants as of December 31, 2014.

In conjunction with the closing of Credit Agreement, the Company made an initial draw of approximately $27.0 million to pay down, in full, indebtedness secured by Fox Trails ($14.9 million), Mercé Apartments ($5.5 million) and Post Oak ($5.3 million) and to pay fees associated therewith, as these properties serve as collateral on the Revolver. The remainder of the amount borrowed was used for closing costs and other expenses related to the Revolver of approximately $0.9 million and approximately $0.4 million for general corporate and working capital purposes, respectively. Post Oak was released from collateral securing the Revolver effective July 11, 2014, on which date the sale of the property closed (see Note L).

During the year ended December 31, 2014, in addition to the initial draw described above, the Company borrowed approximately $37.0 million to acquire Big Creek (see Note C above) and subsequently repaid approximately $17.0 million. As of December 31, 2014, the Revolver had an outstanding principal balance of $47.0 million, which is secured by the Borrowing Base properties, and there remained approximately $11.1 million available for draw on the Revolver.

On February 24, 2014, the parties executed a First Amendment to the Credit Agreement with Regions to modify the definition of the components of EBITDA to include non-recurring cash costs in an amount not to exceed $4.0 million incurred during the first quarter of 2014, as a result of the separation of various officers of the Company.

On April 7, 2014, the Company and the Operating Partnership executed a Second Amendment to the Credit Agreement and an Accession Agreement with the banks participating in the Revolver to modify certain terms and conditions of the Revolver related to the addition of new borrowing base properties.

On August 5, 2014, the Company and the Operating Partnership executed a Third Amendment to the Credit Agreement to modify certain terms and conditions of the Revolver related to cash dividends paid by the Company for any fiscal year ending after December 31, 2014, such dividends shall not exceed the greater of (i) the amount required to be distributed by the Parent to maintain its REIT status or (ii) 95.0% of Funds From Operations of the Parent and its Subsidiaries for such period.

On October 16, 2014, the Company and the Operating Partnership executed a Fourth Amendment to the Credit Agreement to modify certain terms and conditions in the Revolver related to the weighting of the Borrowing Base properties value within any one geographic area and to reduce the required minimum tangible net worth to $123.0 million plus 75% of the net proceeds of any equity issuances by the Operating Partnership or any of its subsidiaries as a result of the redemption of the Company’s Class A preferred stock on October 17, 2014 (see Note G).

Talison On August 26, 2013, in conjunction with the acquisition of Talison (see Note C above), the Company, through a subsidiary, entered into a mortgage note payable in the amount of $33.6 million, which bears a fixed rate of 4.06% with monthly payments of interest only for the initial 36 months and monthly payments of principal and interest thereafter until maturity on September 10, 2023. The mortgage note is secured by the Talison property.

St. James – On June 20, 2013, the Company, through a subsidiary, entered into a mortgage note payable in the amount of $19.0 million, which bears a fixed rate of 3.75% with monthly payments of interest only for the initial 24 months and monthly payments of principal and interest payments thereafter until maturity on July 1, 2023. The mortgage note is secured by the St. James.

Creekstone – On May 17, 2013, in conjunction with the acquisition of Creekstone (see Note C above), the Company, through a subsidiary, entered into a mortgage note payable in the amount of $23.3 million, which bears interest at a fixed rate of 3.88% with monthly payments of interest only for the initial 36 months and monthly payments of principal and interest payments thereafter until maturity on June 10, 2023. The mortgage note is secured by the Creekstone property.

 

22


Bridge Pointe – On March 4, 2013, in conjunction with the acquisition of Bridge Pointe (see Note C above), the Company, through a subsidiary, entered into a mortgage note payable in the amount of $11.4 million which bears interest at a fixed rate of 4.19% with monthly payments of interest only for the initial 12 months and monthly payments of principal and interest thereafter until maturity on April 1, 2023. The mortgage note is secured by the Bridge Pointe property.

Indebtedness Refinancing and Payoffs

2014

On February 11, 2014, the Company, through a subsidiary, completed the refinancing of Millenia 700 with a mortgage note payable in the amount of $25.0 million with a 7-year term. The mortgage loan bears a fixed interest rate of 3.83% with monthly payments of interest only for the initial 48 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on March 5, 2021. The mortgage note is secured by Millenia 700. In conjunction with obtaining this loan, the Company repaid the existing $35.0 million mortgage note payable with the proceeds from the new mortgage note payable and $10.0 million from cash proceeds from the Company’s Rights Offering and the related transactions. In connection with the refinancing of the mortgage indebtedness, the Company wrote-off of deferred financing costs (net of accumulated amortization) and incurred a prepayment penalty of $0.1 million and $0.2 million, respectively, which are included in loss on early extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014 and 2013.

On January 23, 2014, the Company, through a subsidiary, completed the refinancing of Southend with a mortgage note payable in the amount of $23.8 million with a 10-year term. The mortgage loan bears a fixed interest rate of 4.31% with monthly payments of interest only for the initial 36 months and monthly payments of principal and interest thereafter based on a 30-year amortization schedule. The loan matures on February 5, 2024. The mortgage note is secured by the Southend property. In conjunction with obtaining this loan, the Company repaid the $30.0 million interim mortgage note payable with the proceeds from the new mortgage note payable and $6.2 million from cash proceeds from the Company’s Rights Offering and the related transactions. In connection with the refinancing of the mortgage indebtedness, the Company wrote-off deferred financing costs (net of accumulated amortization) and incurred a prepayment penalty of $0.1 million and $0.3 million, respectively, which are included in loss on early extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014.

On January 21, 2014, the Company, through a subsidiary, paid in full the indebtedness secured by the Estates at Maitland property in the amount of $4.2 million from the cash proceeds from the Company’s Rights Offering and the related transactions.

On January 17, 2014 the Company, through a subsidiary, paid in full the BMO Harris Bank N.A. secured revolving credit facility indebtedness secured by the Arbors River Oaks property in the amount of $9.0 million from the cash proceeds from the Company’s Rights Offering and the related transactions. In connection with the payoff of the indebtedness, the Company wrote-off deferred financing costs (net of accumulated amortization) of $0.2 million, which is included in loss on early extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014.

2013

On May 31, 2013, the Company refinanced the mortgage for The Pointe at Canyon Ridge property with a mortgage note payable in the amount of $25.8 million. The loan bears interest at a fixed rate of 4.10% with two years of interest only payments followed by principal and interest payments based on a 30-year amortization schedule thereafter until maturity on June 1, 2025. The mortgage note is secured by the Pointe at Canyon Ridge property. In connection with the refinancing of the mortgage indebtedness, a prepayment penalty of $0.3 million has been included in loss on early extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2013.

 

23


On April 25, 2013, a subsidiary of the Company refinanced The Estates at Maitland property with a mortgage note payable in the amount of $4.2 million. The Company was the guarantor of this indebtedness. The loan had a term of one year and provided a variable rate of prime rate plus 3.50% and required monthly interest-only payments for the term of the loan. In connection with the refinancing of the mortgage indebtedness, $0.1 million of deferred financing costs (net of accumulated amortization) were written off and have been included in loss on early extinguishment of debt in the consolidated statements of operations for the year ended December 31, 2013.

BMO Secured Revolving Credit Facility

On January 31, 2013, the Operating Partnership entered into a $14.0 million senior secured revolving credit facility (“BMO Credit Facility”) for which BMO Harris Bank N.A. served as sole lead arranger and administrative agent. The Company guaranteed the obligations of the Operating Partnership as the borrower under the BMO Credit Facility. The BMO Credit Facility had a term of three years and allowed for borrowings of up to $14.0 million, with an accordion feature that allowed the Operating Partnership to increase the availability thereunder by $66.0 million to an aggregate of $80.0 million under certain conditions as additional properties are included in the borrowing base. The Arbors River Oaks property was the only property included in the borrowing base. During the year ended December 31, 2013, the Operating Partnership used borrowings of $10.5 million drawn on the BMO Credit Facility to repay in full a mortgage loan on the Arbors River Oaks property, which had a balance of approximately $9.0 million as of December 31, 2012, as well as to fund prepayment penalties, closing costs and other related fees. The prepayment penalty of $0.7 million is included in loss on early extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2013. During the first quarter of 2013, the Operating Partnership borrowed an additional $2.5 million under the BMO Credit Facility, which was used for general corporate purposes. The Operating Partnership could elect whether interest on the option was calculated either at a base rate plus a margin of 150 basis points to 225 basis points, or at the rate of LIBOR plus a margin of 250 basis points to 325 basis points, in each case depending on the Company’s leverage ratio. As of December 31, 2013, the weighted average interest rate was 3.42%. In addition, the Operating Partnership paid a commitment fee of 0.25% to 0.35% quarterly in arrears based on the unused revolving credit commitment. As of December 31, 2013, the commitment fee was 0.25%.

As of December 31, 2014, the Company’s indebtedness consists of the following:

 

Property

   Carrying Value as of
December 31, 2014
     Interest
Rate
    Remaining
Term in
Years
 
     (in thousands)               

Fixed Rate Secured Indebtedness

       

Lakeshore on the Hill

   $ 6,625         4.48     3.00   

The Trails of Signal Mountain

     8,137         4.92     3.42   

Westmont Commons

     17,920         3.84     8.00   

Bridge Pointe

     11,314         4.19     8.25   

The Pointe at Canyon Ridge

     25,800         4.10     10.42   

St. James

     19,000         3.75     8.50   

Creekstone

     23,250         3.88     8.44   

Talison

     33,635         4.06     8.69   

Millenia 700

     25,000         3.83     6.18   

Southend

     23,750         4.31     9.10   

Miller Creek

     26,250         4.60     9.11   

Craig Ranch

     21,200         3.78     6.28   

Wake Forest

     18,625         3.94     6.11   

Aventine

     21,000         3.70     6.11   

Brier Creek

     16,250         3.70     7.26   
  

 

 

    

 

 

   

 

 

 

Total fixed rate secured indebtedness

  297,756      4.03   7.75   
  

 

 

    

 

 

   

 

 

 

Variable Rate Secured Indebtedness

Revolver

  47,000      2.70   2.08   
  

 

 

    

 

 

   

 

 

 

Total outstanding indebtedness

$ 344,756      3.85   6.98   
  

 

 

    

 

 

   

 

 

 

 

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The scheduled maturities of outstanding indebtedness as of December 31, 2014 are as follows:

 

For the year ending December 31,

   (in thousands)  

2015

   $ 1,210   

2016

     1,976   

2017

     56,669   

2018

     11,468   

2019

     4,307   

Thereafter

     269,126   
  

 

 

 
$ 344,756   
  

 

 

 

The weighted average interest rate on the indebtedness balance outstanding at December 31, 2014 and 2013 was 3.85% and 4.42%, respectively. The mortgage notes evidencing the fixed rate secured indebtedness may be prepaid subject to a prepayment penalty equal to a yield-maintenance premium, defeasance, or a percentage of the loan balances as defined in the respective loan agreements.

NOTE E – INTANGIBLE ASSETS

The following table provides gross and net carrying amounts for each major class of intangible assets:

 

     As of December 31, 2014      As of December 31, 2013  

(in thousands)

   Gross
carrying
amount
     Accumulated
amortization
    Net
book
Value
     Gross
carrying
amount
     Accumulated
amortization
    Net
book
Value
 

Intangible assets – in place leases

   $ 10,988       $ (10,988   $ —         $ 7,401       $ (6,757   $ 644   

Intangible assets – property tax abatement

     1,015         (427     588         1,015         (88     927   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
$ 12,003    $ (11,415 $ 588    $ 8,416    $ (6,845 $ 1,571   
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Amortization expense related to the in-place leases included in depreciation and amortization expense in the consolidated statements of operations was $4.5 million, $4.4 million and $1.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Amortization expense pertaining to the tax abatement intangible asset of approximately $0.3 million and $0.1 million during the years ended December 31, 2014 and 2013, respectively, is included in real estate taxes and insurance expense in the consolidated statements of operations. There was no tax abatement amortization expense during the year ended December 31, 2012.

Estimated amortization expense for the next five years related to the tax abatement intangible asset is as follows:

 

For the year ending December 31,

   (in thousands)  

2015

   $ 274   

2016

     181   

2017

     102   

2018

     31   

2019

     —     
  

 

 

 
$ 588   
  

 

 

 

NOTE F – INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

The Company owned 50% of the membership interests of BSF/BR Augusta JV, LLC (the “JV”), which owned 100% of the membership interests of BSF/BR Augusta, LLC, a legal entity that was formed for the sole purpose of owning the real property known as The Estates at Perimeter (“Perimeter”), a multifamily apartment community located in Augusta, Georgia. The property contains 240 garden-style apartment units contained in ten three-story residential buildings located on approximately 13 acres of land. The Company, through its subsidiaries, acquired its interest in the JV in September 2010 for $3.8 million. The carrying value of this investment was $2.4 million as of December 31, 2013.

 

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In September 2014, the Company along with its JV partner committed to a plan to sell Perimeter by entering into a contract to sell their respective 50% membership interests in that property to an unaffiliated third party for $26.0 million. This sale transaction subsequently closed on December 10, 2014. The net proceeds from the sale of the property were used to repay in full the mortgage note payable and other transaction related expenses and then make distributions to the members of the JV, of which the Company’s proportionate share was approximately $3.4 million. In conjunction with the sale of Perimeter interests, the Company recorded a gain of approximately $1.1 million which is included in gains on sales of real estate assets in the consolidated statements of operations.

The JV followed GAAP and its accounting policies were similar to those of the Company. The Company shared in profits and losses of the JV in accordance with the JV operating agreement, which was reported as income from unconsolidated joint venture in the Company’s consolidated statements of operations. The Company received operating cash distributions of $0.2 million for each of the years ended December 31, 2014 and 2013. No contributions were made during the years ended December 31, 2014 and 2013. As of December 31, 2014, the Company accrued a receivable of approximately $0.1 million relating to final funds to be distributed by the JV during the second quarter of 2015 which is included in prepaid expenses and other assets in the accompanying consolidated balance sheets.

The following table summarizes the consolidated financial information for this unconsolidated JV for the periods presented:

 

(in thousands)

   As of
December 31,
2013
 

Assets

  

Real estate investment in an operating property

   $ 22,294   

Cash and cash equivalents

     269   

Other Assets

     20   
  

 

 

 

Total assets

$ 22,583   
  

 

 

 

Liabilities and members’ equity

Indebtedness

$ 17,601   

Accounts payable and other liabilities

  139   
  

 

 

 

Total liabilities

  17,740   

Member’s equity

  4,843   
  

 

 

 

Total liabilities and members’ equity

$ 22,583   
  

 

 

 

 

     Years ended December 31,  

(in thousands)

   2014      2013      2012  

Revenue

   $ 2,653       $ 2,755       $ 2,789   

Property operations and maintenance

     862         793         872   

Real estate taxes and insurance

     271         273         269   

Interest expense

     705         763         775   

Depreciation and amortization

     603         792         782   
  

 

 

    

 

 

    

 

 

 

Net Income

$ 212    $ 134    $ 91   
  

 

 

    

 

 

    

 

 

 

Company share of income from unconsolidated joint venture activities

$ 106    $ 67    $ 46   
  

 

 

    

 

 

    

 

 

 

 

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NOTE G – STOCKHOLDERS’ EQUITY

Common Stock Offerings

On January 16, 2014, the Company completed a transaction, which consisted of an offering of 15,797,789 shares of common stock at $6.33 per share to the holders of subscription rights granted to the Company’s existing stockholders and the related transactions (the “Rights Offering”) and a concurrent $50 million private placement (the “Private Placement”) of shares of common stock to certain investment entities managed or advised by Senator Investment Group LP (collectively, “Senator”) at $6.33 per share. In addition, Senator agreed to purchase all shares not purchased by holders of rights in the Rights Offering (the “Backstop Commitment”). Former executives of the Company agreed to purchase an aggregate of approximately $1.8 million of common stock in a private placement concurrently with the closing of the Rights Offering.

In addition, the holders of subscription rights in the Rights Offering, including these former executives who acquired their entire allotment in a private placement, acquired an aggregate of 15,565,462 shares for gross proceeds to the Company of approximately $98.5 million, or approximately 98.5% of the shares available in the Rights Offering. Pursuant to its Backstop Commitment, Senator acquired 232,327 shares of common stock for gross proceeds to the Company of approximately $1.5 million, or approximately 1.5% of the shares available in the Rights Offering. Combined with the shares acquired by Senator in the Private Placement and the shares issued to Senator as a fee for Senator’s Backstop Commitment and the Private Placement, Senator owned 9,316,055 shares, representing approximately 25.6% of the 36,350,182 shares of outstanding common stock of the Company after this recapitalization.

Pursuant to a stockholder agreement entered into with Senator (the “Stockholders Agreement”) in connection with the Private Placement and Backstop Commitment, the Company is required to file and cause a Resale Registration Statement to be declared effective by the SEC no later than January 16, 2015 (the “Effective Deadline”), the first anniversary of the closing of the Rights Offering. On December 16, 2014, Senator agreed to extend the Effective Deadline to April 16, 2015. If the Resale Registration Statement is not declared effective by April 16, 2015, the Company will be required to pay Senator a fee, payable in additional shares of the Company’s common stock (the “Additional Shares”), equal to 0.5% of the aggregate purchase price paid by Senator for the shares acquired in the Private Placement and Backstop Commitment for each full 30 calendar days (prorated for periods totaling less than 30 calendar days) thereafter until the Resale Registration Statement is declared effective, divided by the average of the volume-weighted average prices of the Company’s common stock over the 10 trading days prior to the issuance of such shares. Further, Senator has a right to seek liquidity with respect to shares of common stock that it owns if, on or after the 3.5-year anniversary of the closing of the Rights Offering (the “Liquidity Right Measurement Date”), the closing price of the Company’s common stock has not exceeded $10.00 per share (subject to certain adjustments set forth in the Stockholders Agreement) during any consecutive 10 trading day period during the 180 days prior to the Liquidity Right Measurement Date and Senator continues to own 4.9% or more of the Company’s outstanding common stock.

The Company contributed the net cash proceeds from the sale of 24,881,517 shares of the Company’s common stock offered in the Rights Offering and the related transactions of approximately $147.1 million after deducting offering expenses of approximately $2.9 million to the Operating Partnership in exchange for common units of the Operating Partnership. The Operating Partnership used approximately (i) $94.6 million to acquire five communities, (ii) $26.0 million to repay borrowings under the Revolver, (iii) $16.7 million to pay down, in part, certain indebtedness secured by two communities in conjunction with refinancing, and (iv) $4.2 million to pay down certain indebtedness secured by land held for development leaving approximately $5.6 million for working capital and general corporate purposes.

On May 16, 2013, the Company closed a public offering of 6,250,000 shares of its common stock, $0.01 par value per share, at a public offering price of $10.00 per share. The shares of common stock began trading on NASDAQ Global Market under the symbol “TSRE” on May 14, 2013. The Company received approximately $53.2 million in total net proceeds from the offering after deducting underwriting discounts and commissions and offering expenses payable by the Company, prior to any exercise of the underwriters’ over-allotment option. Deferred offering costs, which totaled approximately $5.1 million, were recorded against additional paid-in capital in the statement of stockholders’ equity.

 

27


On June 13, 2013, the Company sold an additional 103,443 shares of its common stock, $0.01 par value per share, at a price per share of $10.00 upon the partial exercise of the underwriters’ over-allotment option (the “Over-Allotment”), generating aggregate gross proceeds of $1.03 million. The proceeds to the Company of the Over-Allotment were $0.97 million, net of the underwriting discounts and commissions.

Reverse Stock Split

On January 17, 2013, the Company effected a 1-for-150 reverse stock split of its common stock and the common units of the Operating Partnership. All common stock and per share data included in these consolidated financial statements give effect to the reverse stock split and have been adjusted retroactively for all periods presented. Prior to the reverse stock split, the redemption of shares of the Class A preferred stock and the preferred units was not solely within the Company’s control since there were not sufficient shares of common stock available to cover all equity instruments potentially convertible into common stock, and accordingly, the Company classified the shares of common stock and common units as temporary equity in the consolidated balance sheet as of December 31, 2012. As a result of the amendment to the terms of the Class A preferred stock and Class B contingent units to provide for a minimum share price of $9.00 for purposes of the conversion of shares of Class A preferred stock into common stock and Class B contingent units into common units, as well as the reverse stock split, there are sufficient available shares of the Company’s common stock to cover all equity instruments potentially convertible into common stock and, accordingly, $26.8 million for Class A preferred stock and $19.4 million for the Class B and Class C preferred units are included in permanent equity in the consolidated balance sheet as of December 31, 2013.

Recapitalization

On June 1, 2012, the Company completed the 2012 Recapitalization with Predecessor. Immediately prior to the 2012 Recapitalization, Predecessor held a single parcel of land having minimal value (which was sold shortly after the 2012 Recapitalization) and conducted no operations. In the 2012 Recapitalization, Predecessor exchanged shares of common and preferred stock in Predecessor and common and preferred units in the newly formed Operating Partnership for certain multifamily residential real estate assets that were contributed by certain real estate entities and management operations under common control of affiliates of the Company. Immediately following the 2012 Recapitalization, these affiliates collectively owned approximately 96% of the voting stock of Predecessor. For accounting purposes, Trade Street Investment Adviser, LLLP (“TSIA”) was deemed to be the acquirer in the 2012 Recapitalization, although Predecessor was the legal acquirer and surviving entity in the transaction. Concurrent with the 2012 Recapitalization, Predecessor’s name was changed to Trade Street Residential, Inc. In connection with the 2012 Recapitalization, costs of approximately $2.7 million were incurred during 2012, of which $0.9 million was recorded as charges against additional paid-in capital in the accompanying statement of stockholders’ equity and $1.8 million was recorded as recapitalization expenses in the accompanying consolidated statements of operations. During the year ended December 31, 2014, the Company incurred additional recapitalization expense of approximately $1.0 million that is included in acquisition and recapitalization costs in the accompanying consolidated statements of operations. This recapitalization expense is comprised of $0.7 million relating to the settlement of a legal claim against Predecessor and $0.3 million relating to the evaluation of strategic alternatives for the Company. There were no recapitalization expenses incurred during the year ended December 31, 2013.

Private Placement

In May 2012, the Company entered into stock subscription agreements with 13 investors (including the Company’s Chief Executive Officer and certain directors) for the purchase of an aggregate of 178,333 shares of common stock at $15.00 per share, for a total of $2.7 million. The consideration was received from the investors from the end of June 2012 to the beginning of July 2012 and the shares of common stock were issued in August 2012. The shares of common stock issued pursuant to the private placement were not registered pursuant to Section Five of the Securities Act and, as a result, are subject to restrictions regarding their transfer.

 

28


Dividends Declared

The following table summarizes the dividends declared and/or paid by the Company during the years ended December 31, 2014, 2013 and 2012:

 

     Distributions Per
Share of
Common Stock/
Common Unit
     Total
Dividend
declared
(in thousands)
    

Dividend Declared
Date

  

Dividend Payable Date

2014

           

Fourth Quarter

   $ 0.09500       $ 3,709       November 19, 2014    January 15, 2015

Third Quarter

   $ 0.09500       $ 3,711       August 12, 2014    October 15, 2014

Second Quarter

   $ 0.09500       $ 3,713       May 13, 2014    July 15, 2014

First Quarter

   $ 0.09500       $ 3,697       February 12, 2014    April 15, 2014

2013

           

Fourth Quarter

   $ 0.09500       $ 1,090       December 2, 2013    January 17, 2014

Third Quarter

   $ 0.09500       $ 1,082       August 29, 2013    October 14, 2013

Second Quarter

   $ 0.15750       $ 1,795       April 22, 2013    July 12, 2013

First Quarter

   $ 0.08550       $ 403       April 15, 2013    May 31, 2013

2012

           

Fourth Quarter

   $ 0.08549       $ 450       January 25, 2013    March 15, 2013

Third Quarter

   $ 0.07605       $ 400       December 14, 2012    December 31, 2012

In addition, in connection with each dividend prior to October 17, 2014, the Company declared that all cumulative unpaid dividends on its Class A preferred stock through each declaration date were payable, as required by the terms of the Class A preferred stock in the Company’s charter, of which approximately $0.1 million remained payable as of December 31, 2013. There were no dividends in arrears as of December 31, 2014.

Class A Preferred Stock, Common OP Units and Contingent B Units

The following table presents the Company’s issued and outstanding Class A preferred stock, common OP units and Class B contingent units in the consolidated balance sheets as of December 31, 2014 and 2013:

 

(in thousands, except share amounts)

  

Optional
Redemption
Date

   Annual
Dividend
     As of
December 31,
2014
     As of
December 31,
2013
 

Class A Preferred Stock, cumulative redeemable, liquidation preference $100.00 per share plus all accumulated, accrued and unpaid dividends (if any), 0 and 309,130 shares outstanding at December 31, 2014 and 2013, respectively

   June 2019      (1    $ —         $ 26,624   

Common OP Units, 2,343,500 units and 0 units outstanding at December 31, 2014 and 2013, respectively (4)

   February 2015      (2    $ 15,319       $ —     

Class B Contingent Units, 0 units and 210,915 units outstanding at December 31, 2014 and 2013, respectively (4)

   June 2015      (3    $ —         $ 17,657   

 

 

(1)   Cumulative annual cash dividends were at the rate of 1% of the liquidation preference per share, which increased to 2% on June 1, 2015 and 3% on June 1, 2016.
(2)   Dividend per common OP unit is the same as the dividend per share on the Company’s common stock.

 

29


(3)   Non-cumulative distribution of 1.5% per annum of the stated value per Class B contingent unit were to be ($0.375 per quarter) until December 31, 2014; 3.0% per annum of the stated value per Class B contingent unit ($0.75 per quarter) from January 1, 2015 through December 31, 2015; and 4.5% per annum of the stated value per Class B contingent unit ($1.125 per quarter) thereafter.
(4)   On February 23, 2014, 210,915 Class B contingent units were converted into 2,343,500 common OP units.

Class A Preferred Stock

On October 17, 2014, the Company executed and closed on an agreement with the holders of the Class A preferred stock to redeem 100% of the outstanding 309,130 shares of Class A preferred stock in exchange for:

 

    Assignment of all interests in the following Land Investments:

 

    Maitland, with a current indicated value of $9.4 million;

 

    Millenia II, with a current indicated value of $6.25 million; and

 

    Venetian, with a current indicated value of $4.0 million.

 

    Assignment of all interests in the Sunnyside land parcel, with a current indicated value of $1.5 million;

 

    Cash payment of $5.0 million.

The redemption of the Class A preferred stock was accounted for as an extinguishment that resulted in an increase of $1.2 million in net income attributable to common stockholders presented for the year ended December 31, 2014 in the accompanying consolidated statement of operations.

The Class A preferred stock ranked senior in preference to the Company’s common stock with respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding up of the Company (but excluding a merger, change of control, sale of substantially all assets or bankruptcy of the Company, upon the occurrence of any of which all shares of Class A preferred stock would be automatically converted). The Class A preferred stock ranked junior to any class or series of stock the terms of which specifically provided that the holders thereof were entitled to receive dividends or amounts distributable upon liquidation, dissolution or winding up of the Company in preference or priority to the holders of shares of Class A preferred stock. The Class A preferred stock ranked on parity with any class or series of stock the terms of which specifically provided that the holders thereof were entitled to receive dividends or amounts distributable upon liquidation, dissolution or winding up of the Company without preference or priority of one over the other. The Class A preferred stock had no voting rights except in certain limited instances.

On January 14, 2013, the terms of the Class A preferred stock were amended to provide that in calculating the number of shares of common stock to be issued upon conversion of shares of Class A preferred stock, the average market price of the Company’s common stock in the conversion calculation would not be less than $9.00 per share. As amended, shares of the Class A preferred stock are convertible into shares of the Company’s common stock at such time as the last of the properties contributed to the Company to be developed and opened for occupancy has attained 90% physical occupancy or has previously been disposed of by the Company. The shares are convertible at a conversion rate equal to the liquidation preference (as adjusted for certain decreases in value, in any, below June 1, 2012 levels) divided by the average market price of the Company’s common stock for the 20 trading days immediately preceding conversion, subject to a minimum price of $9.00 per share, subject to adjustments for any subsequent stock split, combination or exchange of the common stock after the date of issuance of the Class A preferred stock. The addition of the minimum conversion price of $9.00 per share and other changes in terms related to the Class A preferred stock was accounted for as an extinguishment that resulted in an increase of $3.5 million in net income attributable to common stockholders presented for year ended December 31, 2013 in the accompanying consolidated statement of operations.

 

30


On December 3, 2012, the Company and the Operating Partnership entered into a Contribution Agreement with BREF/BUSF Millenia Associates, LLC (the “Seller”) for the purchase of all of the Seller’s membership interests in Millenia 700, LLC, the owner of the 297 unit apartment community located in Orlando, Florida known as the Estates at Millenia (the “Developed Property”) and the 7-acre development site adjacent to the Developed Property (the “Development Property”) that is currently approved for 403 apartment units. The Developed Property and the Development Property were contributed to the Operating Partnership on December 3, 2012. Consideration for the purchase included 100,000 shares of Class A preferred stock, plus an additional 35,804 shares of Class A preferred stock issued on March 14, 2013, for which a liability of $3.3 million was included in acquisition consideration payable in preferred stock as of December 31, 2012. The issued shares were not registered under the Securities Act, and were, therefore, subject to certain restrictions on transfer. Upon receipt of the final certificate of occupancy for the Development Property, the Company was to issue to the Seller that number of additional shares of Class A preferred stock equal to 20% of the increase in value of the Development Property. The Class A preferred stock were redeemable, at the Company’s option, on or after the 7 th anniversary of issuance.

Common and Preferred OP Units, Contingent B Units

On February 23, 2014, Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Trade Street Operating Partnership, LP converted all of the 210,915 Class B contingent units discussed below into 2,343,500 common units of limited partnership interest in the Operating Partnership. The conversion of Class B contingent units into the common OP units was accounted for as an extinguishment that increased additional paid-in capital and noncontrolling interest in the accompanying consolidated balance sheet by approximately $1.9 million and $0.5 million, respectively. The common units are redeemable after February 23, 2015, at the Company’s option, for cash or shares of the Company’s common stock on a one-for-one basis.

In conjunction with the 2012 Recapitalization, the following units were issued and accounted for as noncontrolling interests in the financial statements of the Company:

 

    546,132 common units

 

    98,304 Class B preferred units

 

    98,304 Class C preferred units

Common units were redeemable at the option of the holder at any time after June 1, 2013. On February 8, 2013, the agreement of limited partnership for the Operating Partnership was amended and restated to combine the 98,304 Class B preferred units and the 98,304 Class C preferred units into a single class of partnership units, designated as Class B contingent units, and to amend certain other terms. The Operating Partnership issued one Class B contingent unit for each outstanding Class C preferred unit and all Class B preferred units became Class B contingent units, resulting in a total of 196,608 Class B contingent units.

On March 26, 2013, the partners of the Operating Partnership executed the Second Amended and Restated Agreement of Limited Partnership to amend the terms of the Class B contingent units at which time the 546,132 common units were exchanged for 14,307 additional Class B contingent units. The exchange of the common units for additional Class B contingent units was accounted for as an extinguishment that reduced noncontrolling interest in the accompanying consolidated balance sheet by approximately $8.2 million, which resulted in an increase of $8.2 million in net income attributable to common stockholders presented for the year ended December 31, 2013 in the accompanying consolidated statement of operations. As amended, the Class B contingent units were entitled to non-cumulative quarterly distributions that were preferred with respect to the payment of distributions on common units and pari passu with the payment of distributions on Class A preferred units. The quarterly distributions on the Class B contingent units were to be declared and set aside for payment prior to any distributions being declared on the common units for that quarterly period. The amount of the distributions were to be $0.375 per quarter (1.5% per annum of the stated value per Class B contingent unit) until December 31, 2014, $0.75 per quarter (3.0% per annum of the stated value per Class B contingent unit) from January 1, 2015 through December 31, 2015 and $1.125 per quarter (4.5% per annum of the stated value per Class B contingent unit) thereafter.

 

31


The Class B contingent units were convertible into common units in four tranches based upon the sale or stabilization which was defined as the achievement of 90% physical occupancy, of the Land Investments, as follows (except that all Class B contingent units would automatically be converted into common units upon, among other events, a change of control, sale of substantially all assets or bankruptcy of the company):

 

    52,728.75 units upon the earlier to occur of (i) the stabilization of the development property, The Estates at Maitland, and (ii) the sale of The Estates at Maitland.

 

    52,728.75 units upon the earlier to occur of (i) the stabilization of the development property, Millenia Phase II, and (ii) the sale of Millenia Phase II.

 

    105,457.50 units upon the earlier to occur of (i) the stabilization of either the development property, Midlothian Town Center-East or the development property, Venetian, and (ii) the sale of either Midlothian Town Center-East or Venetian.

The Class B contingent units were convertible into common units on the schedule set forth above at a conversion rate equal to $100.00 per unit divided by, generally, the average closing price of common stock for the 20 trading days prior to the date of conversion, subject to a minimum price of $9.00 per share (subject to further adjustment for subsequent stock splits, stock dividends, reverse stock splits and other capital changes). The Class B contingent units ranked equally with common units with respect to losses of the Operating Partnership and shared in profits only to the extent of the distributions. The Class B contingent units did not have a preference with respect to distributions upon any liquidation of the Operating Partnership.

Redemption of Noncontrolling interests

On June 1, 2012, four of the Company’s property owning subsidiaries entered into an agreement to purchase their respective noncontrolling interests for approximately $7.7 million. During 2013, payments were made to redeem these noncontrolling interests of which $3.8 million is reported in net cash provided by financing activities within continuing operations and $3.9 million is reported in net cash used by financing activities within discontinued operations in the accompanying consolidated statements of cash flows. Upon payment in full of the outstanding amounts, the noncontrolling interests were canceled.

NOTE H – MANAGEMENT TRANSITION EXPENSES, STOCK-BASED COMPENSATION AND BENEFIT PLAN

Management Transition Expenses: Pursuant to the terms of a Separation Agreement and Release (the “Baumann Separation Agreement”), effective February 23, 2014, between Michael D. Baumann and the Company, Mr. Baumann resigned his employment as Chief Executive Officer of the Company and as Chairman and a member of the Company’s Board of Directors. In consideration of a mutual release of claims against the Company and other related parties, and certain other agreements and covenants, Mr. Baumann received payments totaling approximately $2.4 million pursuant to the terms of the Separation Agreement. In addition, the Baumann Separation Agreement provided for the accelerated vesting of 54,338 shares of unvested restricted stock and Mr. Baumann surrendered 14,373 shares to cover tax withholding obligations applicable to the vesting of the shares. The agreement also provided for the conversion of 210,915 Class B contingent units held by Mr. Baumann into 2,343,500 common units in the Operating Partnership, which resulted in a non-cash compensation charge of $2.5 million that has been included in management transition expenses in the consolidated statement of operations for the year ended December 31, 2014.

Pursuant to the terms of a Separation Agreement and Release (the “Levin Separation Agreement”), effective March 18, 2014, between David Levin and the Company, Mr. Levin resigned his employment as President and as Vice Chairman and a member of the Company’s Board of Directors. In consideration of a mutual release of claims against the Company and other related parties, and certain other agreements and covenants, pursuant to the terms of the Levin Separation Agreement, Mr. Levin received 375,000 fully vested shares of common stock in a private placement, of which he surrendered 102,563 shares to cover tax withholding obligations applicable to the issuance of the shares. This resulted in a non-cash compensation charge of $2.8 million which is included in management transition expenses in the consolidated statement of operations for the year ended December 31, 2014.

 

32


Pursuant to the terms of a Separation Agreement and Release (the “Hanks Separation Agreement”), effective November 3, 2014, between Ryan Hanks and the Company, Mr. Hanks resigned his employment as Chief Investment Officer of the Company. In consideration of a mutual release of claims against the Company and certain other agreements and covenants, the Hanks Separation Agreement provided for the accelerated vesting of 75,142 shares of unvested restricted stock and Mr. Hanks surrendered 24,694 shares to cover tax withholding obligations applicable to the vesting of the shares. Pursuant to the Separation Agreement, Mr. Hanks has agreed to make himself available to the Company in a consulting capacity at no cost (other than reasonable expense reimbursement) until the earlier of November 3, 2015 and the occurrence of a Change in Control (as defined in the Company’s 2013 EIP).

During the year ended December 31, 2014, certain other members of management resigned and received cash payments totaling $0.5 million, as well as accelerated vesting of an aggregate of 24,150 share of unvested restricted stock that was reduced by an aggregate of 6,491 shares to cover tax withholding obligations applicable to the vesting of the shares. The Company also incurred legal and certain other expenses related to this management transition of $0.9 million for the year ended December 31, 2014.

As a result of the above, the Company recognized an aggregate expense of $10.0 million for the year ended December 31, 2014, which is reported as management transition expenses in the accompanying consolidated statements of operations.

Stock-based Compensation: On January 24, 2013, the Company’s stockholders approved the Trade Street Residential, Inc. 2013 Equity Incentive Plan (as amended, the “2013 EIP”), which is intended to attract and retain independent directors, executive officers and other key employees and individual service providers, including officers and employees of the Company’s affiliates. On May 15, 2014, the Company’s stockholders approved an amendment to the 2013 EIP, which increased the number of shares of the Company’s common stock available for issuance under the EIP by 2,500,000 shares to a new total of 2,881,206 shares. The shares can be issued as restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), performance units, incentive awards and other equity-based awards.

On May 16, 2014, the Company issued an aggregate of 174,310 RSAs, of which 5,283 were issued, vested and are unrestricted and 169,027 were issued subject to (i) vesting over a period of four years and (ii) the employees’ and directors’ continued service with the Company. On May 16, 2013, the Company issued an aggregate of 301,877 RSAs for which all shares were issued subject to similar vesting requirements as those associated with the May 16, 2014 grant. RSA’s are entitled to receive any dividends paid by the Company on those shares during the vesting period.

Compensation expense associated with RSAs is based on the market price of the shares on the date of the grant, net of estimated forfeitures, and is amortized on a straight-line basis over the applicable vesting period (generally four years). The forfeiture rate is revised, as necessary, in subsequent periods if actual forfeiture experience exceeds prior expectations. As of December 31, 2014, the weighted-average forfeiture rate for the two grants under the 2013 EIP was approximately 7.0%. Compensation expense associated with RSAs of $0.5 million and $0.2 million for the years ended December 31, 2014 and 2013, respectively, is recorded in general and administrative expense in the consolidated statements of operations.

During the year ended December 31, 2014, a total of 193,999 shares vested and became unrestricted of which 153,630 shares vested in connection with the resignation of two former executive officers and certain other members of management, which was treated as a modification of stock based awards, resulting in additional cost of $0.9 million that is included in management transition expenses in the consolidated statement of operations for the year ended December 31, 2014.

During the year ended December 31, 2013, 58,866 shares vested and became unrestricted in connection with the resignation of a former executive officer, which was treated as a modification of stock based awards, resulting in additional cost of $0.3 million, and is included in general and administrative expense in the condensed consolidated statement of operations. In addition, during the year ended December 31, 2013, 75,000 fully vested shares of common stock were granted to a former executive officer and the related grant date fair value of $0.5 million was included in general and administrative expense in the condensed consolidated statement of operations.

 

33


As of December 31, 2014, there was $1.1 million of unrecognized compensation cost related to non-vested restricted stock granted under the 2013 EIP. This cost is expected to be recognized over a period of 2.9 years.

Following is a summary of the RSAs granted, vested and forfeited to participants with the related weighted average grant value. Of the shares that vested during the year ended December 31, 2014, the Company withheld 30,381 shares to satisfy the tax obligations for those participants who elected this option, as permitted under the 2013 EIP.

 

     Shares      Weighted
Average
Grant
Value
 

Balances at January 1, 2013 (non-vested)

     —         $ —     

Granted

     376,877         9.23   

Vested

     (133,866      6.78   

Forfeited

     —           —     
  

 

 

    

Balances at December 31, 2013 (non-vested)

  243,011      9.80   

Granted

  174,310      7.26   

Vested

  (193,999   8.02   

Forfeited

  (43,395   9.80   
  

 

 

    

Balances at December 31, 2014 (non-vested)

  179,927    $ 7.85   
  

 

 

    

In addition the Company issued 21,000 fully vested shares of common stock at a price of $10.00 per share in a private placement to its independent directors in lieu of 2013 director fees in connection with the Company’s public offering on May 16, 2013. A non-cash expense of $0.2 million was recorded in general and administrative expense in the consolidated statement of operations for the year ended December 31, 2013.

401 (k) Savings Plan: In October, 2013, the Company adopted a voluntary defined contribution retirement plan pursuant to Section 401 of the Code (the “401K Plan”) that allows eligible employees to contribute a percentage of their compensation to the 401K Plan. The Company matched 50% of the employee’s pre-tax contribution up to a maximum employee contribution of 6% of salary. The Company made contributions of approximately $0.2 million and $0.03 million, respectively, to the 401K Plan during the years ended December 31, 2014 and 2013.

NOTE I – TRANSACTIONS WITH RELATED PARTIES

Due From / To Related Parties : Due from related parties as of December 31, 2013 is comprised primarily of a $0.6 million promissory note which the Company acquired from one of the contributors of entities in the 2012 Recapitalization. The note, which was due on demand, bore interest at 12% per annum. Accrued interest included in due from related parties was approximately $0.2 million as of December 31, 2013. The Company received payment in full during the year ended December 31, 2014.

NOTE J – COMMITMENTS AND CONTINGENCIES

Legal Proceedings : The Company may from time to time be involved in legal proceedings arising from the normal course of business. Other than routine litigation arising out of the ordinary course of business, with the exception of the following matter, the Company is not presently subject to any litigation nor, to the Company’s knowledge, is any litigation threatened against the Company.

Due to the nature of the 2012 Recapitalization, as described in Note G, the Company could find itself subject to a legal claim or proceeding associated with the previous business operations of the Predecessor. During the fourth quarter of 2014, the Company resolved a claim involving disputed charges on property previously owned by the Predecessor for which a settlement of approximately $0.7 million was negotiated and subsequently closed on February 13, 2015 (see Note N). The charge associated with this settlement is reflected in acquisition and recapitalization costs in the accompanying consolidated statements of operations and in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

 

34


Due to the nature of the Company’s operations, it is possible that the Company’s existing properties have or properties that the Company will acquire in the future have asbestos or other environmental related liabilities.

Operating Leases: The Company leases office space for the Company’s headquarters in Aventura, Florida. Rent expense included in the accompanying statement of operations was approximately $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively. Amounts of minimum future annual rental commitments under the operating lease commencing January 1, 2015 and expiring July 31, 2016 are $0.3 million for 2015 and $0.2 million for 2016.

Property Management Agreements : Prior to the 2012 Recapitalization, the Company was externally managed and was a party to property management agreements with third parties with respect to the management of certain of the Companies operating properties. The agreements provided for monthly management fees that ranged from 3.0% to 4.0% of gross monthly collections of rent. The total property management fees for the year ended December 31, 2012 was approximately $0.3 million and is included in property operations and maintenance expenses in the accompanying consolidated statements of operations. There were no property management agreements or fees paid during the years ended December 31, 2014 and 2013.

Guarantee : In connection with the 2012 Recapitalization described above, as a condition to closing, the Company and the Operating Partnership were required to become co-guarantors (and, with respect to certain properties, co-environmental indemnitors) on certain outstanding mortgage indebtedness related to the properties contributed as part of the 2012 Recapitalization discussed in Note G, in order to replace, and cause the release of certain affiliated contributing entities as the guarantors and environmental indemnitors under the existing guarantees and environmental indemnity agreements, as applicable. The Company’s position as a co-guarantor and co-indemnitor with respect to the contributed properties could result in partial or full recourse liability to the Company or the Operating Partnership in the event of the occurrence of certain prohibited acts set forth in such agreements.

Other Contingencies : In the ordinary course of business, the Company issues letters of intent indicating a willingness to negotiate for acquisitions, dispositions, or joint ventures and also enter into arrangements contemplating various transactions. Such letters of intent and other arrangements are typically non-binding as to either party unless and until a definitive contract is entered into by the parties. Even if definitive contracts relating to the purchase or sale of real property are entered into, these contracts generally provide the purchaser with time to evaluate the property and conduct due diligence, during which periods the purchaser will have the ability to terminate the contracts without penalty or forfeiture of any deposit or earnest money. There can be no assurance definitive contracts will be entered into with respect to any matter covered by letters of intent or the Company will consummate any transaction contemplated by any definitive contract. Furthermore, due diligence periods for real property are frequently extended as needed. An acquisition or sale of real property generally becomes probable at the time the due diligence period expires and the definitive contract has not been terminated. The Company is then at risk under a real property acquisition contract unless the agreement provides for a right of termination, but generally only to the extent of any earnest money deposits associated with the contract, and are obligated to sell under a real property sales contract. As of December 31, 2014, the Company had non-refundable earnest money deposits of approximately $0.2 million included in prepaid expenses and other assets in the accompanying balance sheets. As of December 31, 2013, the Company had earnest money deposits of approximately $5.9 million included in prepaid expenses and other assets in the accompanying balance sheets, of which approximately $5.4 million was non-refundable.

NOTE K – INCOME TAXES

The Company has maintained and intends to maintain its election as a REIT under the Internal Revenue Code of 1986, as amended. In order for the Company to continue to qualify as a REIT it must meet a number of organizational and operational requirements, including a requirement to distribute annual dividends to its stockholders equal to a minimum of 90% of its REIT taxable income, computed without regard to the dividends paid deduction and its net capital gains. As a REIT, the Company generally will not be subject to federal income tax on its taxable income at the corporate level to the extent such income is distributed to its stockholders annually. If taxable income exceeds dividends in a tax year, REIT tax rules allow the Company to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal and state income taxes at regular corporate rates, including

 

35


any applicable alternative minimum tax. In addition, the Company may not be able to re-qualify as a REIT for the four subsequent taxable years. Historically, the Company has incurred only non-income based state and local taxes. The Company’s Operating Partnership is a flow through entity and is not subject to federal income taxes at the entity level.

The Company has provided for non-income based state and local taxes in the consolidated statement of operations for all periods presented. Prior to June 1, 2012, the Company operated solely through partnerships which were flow-through entities and were not subject to federal income taxes at the entity level. Other tax expense has been recognized related to entity level state and local taxes on certain ventures. The Company accounts for the uncertainty in income taxes in accordance with GAAP, which requires recognition in the financial statements of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following a tax audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied this guidance to its tax positions for the year ended December 31, 2014. The Company has no material unrecognized tax benefits and no adjustments to its financial position, results of operations or cash flows were required. The Company recognizes accrued interest and penalties related to uncertain tax positions, if any, as income tax expense.

For certain entities that are part of the Company, tax returns are open for examination by federal and state tax jurisdictions for the years 2012 through 2014. Because many types of transactions are susceptible to varying interpretations under federal and state income tax laws, the amounts reported in the accompanying consolidated financial statements may be subject to change at a later date upon final determination by the respective taxing authorities. No such examination is presently in progress.

NOTE L – REAL ESTATE ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the requirements for reporting discontinued operations. Under ASU 2014-08, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The Company has adopted the provisions of ASU 2014-08 effective January 1, 2014 and has applied the provisions prospectively.

Prior to January 1, 2014, the Company accounted for properties as discontinued operations when all of the criteria of ASC 360-45-9 were met. The results of operations and cash flows from discontinued operations are included in the Company’s accompanying consolidated financial statements up to the date of disposition. Accordingly, prior period operating activity of such properties has been reclassified as discontinued operations in the accompanying financial statements for the year ended December 31, 2013 and 2012.

 

36


Real estate assets held for sale or sold subsequent to January 1, 2014

The Company’s real estate assets held for sale as of or sold during the year ended December 31, 2014 included the following:

 

Property Name

  

Location

  

Date Sold

Operating Property

     

Post Oak

   Louisville, Kentucky    July 11, 2014

Land Investments

     

Venetian

   Fort Myers, Florida    October 17, 2014

Midlothian Town Center – East (“Midlothian”)

   Midlothian, Virginia    Held for sale

The Estates at Maitland (“Maitland”)

   Maitland, Florida    October 17, 2014

Millenia Phase II (“Millenia II”)

   Orlando, Florida    October 17, 2014

Sunnyside

   Panama City, Florida    October 17, 2014

Operating Property

In May 2014, the Company committed to a plan to actively market the Post Oak operating property and on July 11, 2014, the Company completed that sale. The net cash proceeds were approximately $7.8 million and the Company recognized a gain of approximately $0.4 million that is included in gains on sales of real estate assets on the consolidated statement of operations for the year ended December 31, 2014.

Land Investments

In February 2014, the Company committed to a plan to actively market for sale the Venetian, Midlothian and Maitland Land Investments. As a result of this plan, the Company recorded an impairment charge in the consolidated statement of operations related to these properties for $12.4 million to reduce their carrying value of the aforementioned assets to their estimated fair value during the year ended December 31, 2013.

Also, in March 2014, upon completion of foreclosure proceedings, the Company committed to a plan to actively market for sale the Sunnyside Land Investment (see also Note C).

On October 17, 2014, the Company executed and closed on an agreement with the holders of the Class A preferred stock to redeem all 309,130 shares outstanding in exchange for the transfer of title to all of the Company’s Land Investments except for the Midlothian Land Investment, in which the Company retained all rights and interests, plus a cash payment of $5.0 million. See Note G for additional disclosure regarding the Company’s redemption of all of the outstanding shares of the Company’s Class A preferred stock.

As a result of this agreement, the Company recorded an approximate $8.0 million charge for impairment of the values of four of the five Land Investments during the year ended December 31, 2014. This non-cash impairment charge was based upon fair value estimates determined from unobservable market inputs, such as (i) opinions of value from independent commercial brokers and (ii) purchase offers or bids from unrelated third parties, that the Company believes provide the best indication of the current liquidation value of the Land Investments given the Company’s intent to dispose of these Land Investments in connection with the transaction to redeem all of the Company’s outstanding shares of Class A preferred stock (see Note G). Approximately $0.7 million of this impairment charge was associated with the Midlothian Land Investment as discussed below.

 

37


A summary of the impairment charges recognized by the Company during the years ended December 31, 2014 and 2013 is as follows:

 

          Years Ended
December 31,
 

Asset

  

Location

   2014      2013  
          (in thousands)  

Millenia – Phase II

   Orlando, FL    $ 6,774       $ —     

The Estates at Maitland

   Maitland, FL      —           1,613   

Midlothian Town Center – East

   Midlothian, VA      673         4,079   

Venetian

   Fort Myers, FL      400         6,727   

Sunnyside

   Panama City, FL      115         —     
     

 

 

    

 

 

 
$ 7,962    $ 12,419   
     

 

 

    

 

 

 

Contract for Sale – Midlothian Land Parcel

On October 7, 2014, the Company entered into a non-binding agreement with a third party to purchase the Company’s undivided interest in the Midlothian land parcel for $3.6 million. This agreement is subject to customary terms for similar transactions, including a period of examination during which the agreement could be cancelled by the Company or the purchaser, and would be expected to close during the second quarter of 2015.

The real estate assets held for sale as of December 31, 2014 were as follows:

 

(in thousands)

   As of
December 31, 2014
 

Real estate assets held for sale

   $ 3,492   

Other assets, primarily restricted cash

     549   
  

 

 

 

Real estate assets held for sale

$ 4,041   
  

 

 

 

The Company’s net loss from real estate assets held for sale or sold which is included in loss from continuing operations for the years ended December 31, 2014, 2013 and 2012 is as follows.

 

     Years Ended December 31,  

(in thousands)

   2014      2013      2012  

Total property revenues

   $ 633       $ 1,156       $ 1,088   
  

 

 

    

 

 

    

 

 

 

Expenses:

Property expenses

  378      607      592   

Interest expense

  31      330      240   

Depreciation and amortization

  120      342      339   

Development and pursuit costs

  229      159      —     

Loss on early extinguishment of debt

  177      —        —     

Other expenses

  15      124      23   
  

 

 

    

 

 

    

 

 

 

Total expenses

  950      1,562      1,194   

Impairment associated with land holdings

  (7,962   (12,419   —     

Gains on sales of real estate assets

  353      —        —     
  

 

 

    

 

 

    

 

 

 

Loss from real estate assets held for sale

$ (7,926 $ (12,825 $ (106

See Note F for information regarding the Company’s JV investment in Perimeter which was also sold during the year ended December 31, 2014. The Company had no real estate assets held for sale as of December 31, 2013.

 

38


Discontinued Operations prior to January 1, 2014

The Company’s discontinued operations during the year ended December 31, 2013 and 2012 included the following:

 

Property Name

  

Location

Beckanna on Glenwood – “Beckanna”

   Raleigh, North Carolina

Terrace at River Oaks – “River Oaks”

   San Antonio, Texas

Oak Reserve at Winter Park – “Oak Reserve”

   Winter Park, Florida

Fontaine Woods – “Fontaine”

   Chattanooga, Tennessee

The Estates at Mill Creek – “Mill Creek”

   Buford, Georgia

The results of operations and cash flows from discontinued operations are included in the Company’s accompanying consolidated financial statements up to the date of disposition. Additionally, as required by GAAP, the results of operations, assets and liabilities and cash flows of the abovementioned properties have been separately presented as discontinued operations in the accompanying consolidated financial statements.

In January 2013 the Company committed to a plan to actively market the Beckanna operating property and on December 24, 2013, the Company completed the sale for $8.8 million, including the assumption by the buyer of the existing mortgage loan balance and a non-cancellable operating ground lease of $6.2 million and $7.5 million, respectively. The sale resulted in a gain to the Company of approximately $1.5 million, which has been included in discontinued operations during the year ended December 31, 2013.

As a result of the purchase of Beckanna on October 31, 2011, the Company assumed a non-cancellable operating ground lease. The term of the lease was through March 23, 2055, with the option to extend the lease for five additional ten-year periods, from the expiration date of the initial term of the lease. The payments related to this operating lease were expensed on a straight-line basis. Amortization of the unfavorable ground lease obligation was recognized over its respective term, for which amortization expense was recorded, in the amount of approximately $0.2 million for each of the years ended December 31, 2013 and 2012. Net rent expense incurred under this operating lease amounted to approximately $1.2 million for each of the years ended December 31, 2013 and 2012 and which are reported in loss on operations of rental property in discontinued operations.

In July 2013 the Company committed to a plan to actively market the River Oaks operating property and on December 16, 2013 the Company completed the sale for $22.5 million, including the assumption by the buyer of the existing mortgage loan balance in the amount of $14.3 million. The sale resulted in a gain to the Company of approximately $3.2 million, which has been included in discontinued operations during the year ended December 31, 2013.

On June 12, 2013, the Company sold its 100% interest in Oak Reserve for $11.7 million. The decision to sell this property was made in January 2013. The sale resulted in a gain to the Company of approximately $0.5 million, which has been included in discontinued operations for the year ended December 31, 2013.

In November 2012 the Company committed to a plan to actively market its 70% interest in Fontaine to its joint venture partner and on March 1, 2013 the Company completed the sale for $10.5 million, including the assumption by the buyer of the Company’s 70% portion of a $9.1 million mortgage. The sale resulted in a gain to the Company of approximately $1.6 million, which has been included in discontinued operations during the year ended December 31, 2013.

On November 10, 2012, the Company sold the Mill Creek property for $27.5 million. The sale resulted in a net gain of approximately $2.1 million, consisting of a $2.2 million gain recorded in the fourth quarter of 2012 and $0.1 million reduction in the gain during the year ended December 31, 2013. The reduction in the gain resulted in a post-closing purchase price reduction during the year ended December 31, 2013.

 

39


The following table provides a summary of selected operating results the properties classified as discontinued operations in the consolidated statement of operations for the years ended December 31, 2013 and 2012:

 

     Year Ended
December 31,
 

(in thousands)

   2013      2012  

Total property revenues

   $ 6,387       $ 11,820   

Expenses:

     

Property expenses

     4,263         6,788   

Interest expense

     1,534         2,924   

Depreciation and amortization

     476         3,709   

Other expenses

     527         586   
  

 

 

    

 

 

 

Loss before gain from sale of rental property

  (413   (2,187

Gain from sale of rental property

  6,685      2,183   
  

 

 

    

 

 

 

Income from operation of discontinued rental property, including gains/losses on disposals

$ 6,272    $ (4
  

 

 

    

 

 

 

The Company had no discontinued operations as of December 31, 2014.

NOTE M – QUARTERLY DATA (unaudited)

Quarterly financial information in 2014 and 2013 was as follows:

 

     Quarters During the Year Ended December 31, 2014
(1)
 

(in thousands, except per share amounts)

   First  (2)      Second  (2)      Third  (3)      Fourth  (2) (4)  

Total revenue

   $ 11,410       $ 14,653       $ 15,306       $ 15,498   

Loss from continuing operations

     (16,081      (4,024      (9,432      (780

Net loss

     (16,081      (4,024      (9,432      (780

Net income (loss) attributable to common stockholders of Trade Street Residential, Inc.

     (15,194      (3,999      (9,086      482   

Earnings (loss) per common share – basic and diluted Continuing operations

   $ (0.48    $ (0.11    $ (0.25    $ 0.01   

Weighted average number of shares outstanding:

           

Basic

     31,746         36,452         36,468         36,500   

Diluted

     31,746         36,452         36,468         38,844   

 

     Quarters During the Year Ended December 31,
2013 (1)
 

(in thousands, except per share amounts)

   First  (5) (7)      Second      Third  (6)      Fourth  (7)  

Total revenue

   $ 5,285       $ 6,437       $ 8,027       $ 9,208   

Income (loss) from continuing operations

     (4,188      (4,748      1,961         (15,853

Income (loss) from discontinued operations

     1,487         289         (80      4,576   

Net income (loss)

     (2,701      (4,459      1,881         (11,277

Net income (loss) attributable to common stockholders of Trade Street Residential, Inc.

     6,795         (4,034      1,360         (9,732

Earnings (loss) per common share – basic and diluted

           

Continuing operations

   $ 1.12       $ (0.55    $ 0.13       $ (1.28

Discontinued operations

     0.32         0.04         (0.01      0.41   
  

 

 

    

 

 

    

 

 

    

 

 

 

Net earnings (loss) attributable to common stockholders

$ 1.44    $ (0.51 $ 0.12    $ (0.87
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of shares outstanding:

Basic and Diluted

  4,717      7,907      11,099      11,226   

 

(1)   Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly net income per share amounts may not equal the total computed for the year.

 

40


(2)   During the quarters ended March 31, 2014, June 30, 2014 and December 31, 2014, the Company recorded management transition expense of $9.0 million, $0.3 million and $0.7 million, respectively, related to the resignation of certain executive officers and other members of management (See Note H).
(3)   During the quarter ended September 30, 2014, the Company recorded an $8.0 million charge for impairment of the values for four of the five Land Investments owned by the Company related to its transaction to redeem all of its outstanding share of Class A preferred stock (See Note G).
(4)   During the quarter ended December 31, 2014, the Company recorded an increase of $1.2 million in net income attributable to common stockholders as a result of extinguishment related to its transaction to redeem all of its outstanding share of Class A preferred stock (See Note G).
(5)   During the quarter ended March 31, 2013, the Company recorded an increase of $11.7 million in net income attributable to common stockholders as a result of extinguishments related to Class A preferred stock and Class B contingent units, less related adjustments attributable to participating securities for $2.5 million (see Note G).
(6)   During the quarter ended September 30, 2013, the Company recorded a $6.9 million gain on bargain purchase from the Fountains Southend acquisition (See Note C).
(7)   During the quarter ended March 31, 2013 and December 30, 2013, the Company recorded a $0.6 million $11.8 million, respectively, impairment loss on the land held for future development properties (See Note L).

NOTE N – SUBSEQUENT EVENTS

Legal Proceeding

As discussed in Note J, during the fourth quarter of 2014, the Company resolved a claim involving disputed charges on property previously owned by the Predecessor for which a settlement of approximately $0.7 million was negotiated and subsequently closed on February 13, 2015. The charge associated with this settlement is reflected in acquisition and recapitalization costs in the accompanying consolidated statements of operations and in accounts payable and accrued expenses in the accompanying consolidated balance sheets.

 

41


SCHEDULE III – Real Estate Assets and Accumulated Depreciation for the year ended December 31, 2014

 

(in thousands)

          Initial cost                            

Property

City State   Encumbrances   Land and
improvements
  Building and
improvements
  Costs
capitalized
subsequent
to acquisition
  Furniture
& Fixtures
  Gross
amounts
at close
of period
  Accumulated
depreciation
  Year built/
renovated
 

Year of
acquisition

Depreciable
lives in
years
 

Real Estate:

                       

The Pointe at Canyon Ridge

  Sandy
Springs
    GA      $ 25,800      $ 16,689      $ 16,718      $ 526      $ 2,301      $ 36,234      $ 4,209        1986/2007      September-08     10-40   

Arbors River Oaks

  Memphis     TN        —   (1)      2,630        12,840        1,455        545        17,470        2,365        1990/2010      June-10     10-40   

Lakeshore on the Hill

  Chattanooga     TN        6,625        1,000        8,661        399        181        10,241        1,497        1969/2005      December-10     10-40   

The Trails of Signal Mountain

  Chattanooga     TN        8,137        1,461        9,815        593        411        12,280        1,923        1975      May-11     10-40   

Mercé Apartments

  Addison     TX        —   (1)      1,182        6,113        140        582        8,017        1,287        1991/2007      October-11     10-40   

Fox Trails

  Plano     TX        —   (1)      3,392        16,491        600        624        21,107        2,328        1981      December-11     10-40   

Millenia 700

  Orlando     FL        25,000        4,606        36,070        152        1,278        42,106        1,964        2012      December-12     10-50   

Westmont Common

  Ashville     NC        17,920        2,275        19,184        175        333        21,967        1,279        2003/2008      December-12     10-40   

Bridge Pointe

  Huntsville     AL        11,314        2,083        12,437        269        366        15,155        959        2002      March-13     10-40   

St. James at Goose Creek

  Goose
Creek
    SC        19,000        4,036        22,255        136        460        26,887        1,107        2009      May-13     10-50   

Creekstone at RTP

  Durham     NC        23,250        3,994        30,823        52        306        35,175        1,255        2012      May-13     10-50   

Talison Row at Daniel Island

  Charleston     SC        33,635        5,179        41,294        61        810        47,344        1,329        2013      August-13     10-50   

Fountains Southend

  Charlotte     NC        23,750        7,643        30,740        32        751        39,166        983        2013      September-13     10-50   

The Estates at Wake Forest

  Wake
Forest
    NC        18,625        5,295        30,633        357        866        37,151        904        2013      January-14     10-50   

Miller Creek at Germantown

  Memphis     TN        26,250        4,633        37,332        (14     1,030        42,981        972        2012/2013      January-14     10-50   

The Aventine Greenville

  Greenville     SC        21,000        4,814        34,720        66        1,513        41,113        934        2013      February-14     10-50   

Waterstone at Brier Creek

  Raleigh     NC        16,250        4,712        26,989        194        692        32,587        643        2013/2014      March-14     10-50   

Avenues at Craig Ranch

  McKinney     TX        21,200        6,654        33,317        27        1,722        41,720        839        2013      March-14     10-50   

Waterstone at Big Creek

  Alpharetta     GA        —   (1)      5,673        33,106        59        1,003        39,841        698        2013      April-14     10-50   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

Total Operating Properties

      $ 297,756      $ 87,951      $ 459,538      $ 5,279      $ 15,774      $ 568,542      $ 27,475         
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

Real estate held for sale:

                       

MTC East

  Richmond     VA        —          7,783        —          (4,291     —          3,492        —         
 
Held for
sale
  
  
  August-09     N/A   
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

Total real estate held for sale

        —          7,783        —          (4,291     —          3,492        —           
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

Total

      $ 297,756      $ 95,734      $ 459,538      $ 988      $ 15,774      $ 572,034      $ 27,475         
     

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

       

 

(1) These properties are secured by the Revolver which had an outstanding principal balance of $47.0 million as of December 31, 2014 (see Note D to the consolidated financial statements).

 

Reconciliation of real estate owned:              

in thousands

   2014      2013  

Balance at January 1

   $ 372,388       $ 279,994   

Acquisitions of operating properties

     234,573         164,524   

Improvements

     2,559         2,488   

Reduction – impairments

     (7,962      (12,419

Casualty write-off

     (719      —     

Cost of real estate sold

     (28,805      (62,199
  

 

 

    

 

 

 

Balance at December 31

$ 572,034    $ 372,388   
  

 

 

    

 

 

 

 

Reconciliation of accumulated depreciation              

in thousands

   2014      2013  

Balance at January 1

   $ 14,369       $ 10,242   

Depreciation expense

     14,758         7,550   

Dispositions

     (1,652      (3,423
  

 

 

    

 

 

 

Balance at December 31

$ 27,475    $ 14,369   
  

 

 

    

 

 

 

 

42

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction

Independence Realty Trust, Inc. (“IRT”) has entered into an Agreement and Plan of Merger, dated as of May 11, 2015 (the “Merger Agreement”), by and among IRT, Independence Realty Operating Partnership, LP, IRT’s operating partnership (“IROP”), Adventure Merger Sub LLC, a direct wholly-owned subsidiary of IROP (“OP Merger Sub”), IRT Limited Partner, LLC, a direct wholly-owned subsidiary of IRT (“IRT LP LLC”), Trade Street Residential, Inc. (“TSRE”), and Trade Street Operating Partnership, LP, TSRE’s operating partnership (“TSR OP”).

The Merger Agreement provides for: (i) OP Merger Sub to merge into TSR OP (the “Partnership Merger”), with TSR OP continuing as the surviving entity, and (ii) TSRE to merge into IRT LP LLC (the “Company Merger” and, together with the Partnership Merger, the “Merger”), with IRT LP LLC continuing as the surviving entity and a wholly-owned subsidiary of IRT.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Company Merger, each issued and outstanding share of common stock, par value $0.01 per share, of TSRE (“TSRE common stock”) will convert into the right to receive the “Merger Consideration,” which consists of: (i) $3.80 in cash, without interest, subject to increase, at the election of IRT, to up to $4.56 (such cash amount, the “Per Share Cash Amount”), and (ii) a number of shares of common stock, par value $0.01 per share, of IRT (“IRT common stock”) equal to the quotient determined by dividing (a) $7.60 less the Per Share Cash Amount, by (b) $9.25, and rounding the result to the nearest 1/10,000.

The following unaudited pro forma condensed consolidated financial statements are based on IRT’s historical consolidated financial statements and TSRE’s historical consolidated financial statements incorporated by reference to this joint proxy statement/prospectus, and have been adjusted in the statements below to give effect to the Merger. The unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2015 and the year ended December 31, 2014 give effect to the Merger as if it had occurred on January 1, 2014, the beginning of the earliest period presented. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2015 gives effect to the Merger as if it had occurred on March 31, 2015. The historical consolidated financial statements of TSRE have been adjusted to reflect certain reclassifications in order to conform to IRT’s financial statement presentation.

The unaudited pro forma condensed consolidated financial statements were prepared using the acquisition method of accounting with IRT considered the accounting acquirer of TSRE. Under the acquisition method of accounting, the purchase price is allocated to the underlying TSRE tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the excess purchase price, if any, allocated to goodwill.

The pro forma adjustments and the purchase price allocation as presented are based on estimates and information that is currently available. The total consideration for the Merger and the assignment of fair values to TSRE’s assets acquired and liabilities assumed has not been finalized, is subject to change, could vary materially from the actual amounts at the time the Merger is completed, and may not reflect all adjustments necessary to conform TSRE’s accounting policies to IRT’s accounting policies. A final determination of the fair value of TSRE’s assets and liabilities, including intangible assets, will be based on the actual net tangible and intangible assets and liabilities of TSRE that exist as of the closing date of the Merger and, therefore, cannot be made prior to the completion of the Merger. In addition, the value of the Merger Consideration to be paid by IRT upon the consummation of the Merger will be determined based on the closing price of IRT’s common stock on the day immediately preceding the closing date of the Merger. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and additional analyses are performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed consolidated financial statements presented below. IRT estimated the fair value of TSRE’s assets and liabilities based on discussions with TSRE’s management, preliminary valuation models, due diligence and information presented in TSRE’s public filings. Upon completion of the Merger, final valuations will be performed. Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statements of income. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.


The aggregate purchase price for financial statement purposes will be based on the actual closing price per share of IRT common stock on the day immediately preceding the closing date of the Merger, which could differ materially from the assumed value disclosed in the notes to the unaudited pro forma condensed consolidated financial statements, and $3.80 in cash for each share of TSRE common stock. If the actual closing price per share of IRT common stock on the day immediately preceding the closing date is higher than the assumed amount, the final purchase price will be higher; conversely, if the actual closing price is lower, the final purchase price will be lower.

Assumptions and estimates underlying the unaudited adjustments to the unaudited pro forma condensed consolidated financial statements are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that: (i) reflect acquisitions and financing transactions completed by IRT before the Merger (ii) are directly attributable to the Merger, (iii) are factually supportable, and (iv) are expected to have a continuing impact on the results of operations of the Combined Company following the Merger. This information is presented for illustrative purposes only and is not indicative of the consolidated operating results or financial position of the Combined Company that would have occurred if such transactions had occurred on the dates described above and in accordance with the assumptions described below, nor is it indicative of future operating results or financial position.

The unaudited pro forma condensed consolidated financial statements, although helpful in illustrating the financial characteristics of the Combined Company following the Merger under one set of assumptions, do not reflect opportunities to earn additional revenue, or other factors that may result as a consequence of the Merger and do not attempt to predict or suggest future results. Specifically, the unaudited pro forma condensed consolidated statements of income exclude projected operating efficiencies and synergies expected to be achieved as a result of the Merger. Further, the unaudited pro forma condensed consolidated financial statements do not reflect the effect of any regulatory actions that may impact the results of the Combined Company following the Merger.

The unaudited pro forma condensed consolidated financial statements have been developed from and should be read in conjunction with:

 

    the accompanying notes to the unaudited pro forma condensed consolidated financial statements;

 

    the historical audited consolidated financial statements of IRT as of and for the year ended December 31, 2014 incorporated by reference into this joint proxy statement/prospectus from the IRT Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and the historical unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2015 incorporated by reference into this joint proxy statement/prospectus from the IRT Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015;

 

    the historical audited consolidated financial statements of TSRE as of and for the year ended December 31, 2014 incorporated by reference into this joint proxy statement/prospectus from the TSRE Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and the historical unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2015 incorporated by reference into this joint proxy statement/prospectus from the TSRE Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015;

 

    the historical audited statements of revenues and certain expenses of IRT’s 2014 significant acquisitions, as filed in Current Reports on Form 8-K or Form 8-K/A filed on June 12, 2014 (Carrington Park Apartments and Arbors at the Reservoir) and December 22, 2014 (Walnut Hill, Lenoxplace, Stonebridge Crossing, Bennington Pond and The Southeast Portfolio), each of which is incorporated by reference into this joint proxy statement/prospectus; and

 

    See “Where You Can Find More Information; Incorporation by Reference” for other information relating to IRT and TSRE.


INDEPENDENCE REALTY TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

MARCH 31, 2015

(Dollars in thousands)

 

     IRT
Historical
    Bayview     Adjustments      IRT
Historical,
As
Adjusted
    TSRE
Historical
    Pro Forma
Adjustments
    Consolidated
Pro Forma
 
     (A)     (B)     (C)            (D)              

Assets:

               

Investment in real estate at cost

   $ 689,867      $ 25,031      $ —         $ 714,898      $ 587,509      $ 45,824   (E)     $ 1,348,231   

Accumulated depreciation

     (27,261     —          —           (27,261     (31,197     31,197   (F)       (27,261
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Investments in real estate, net

  662,606      25,031      —        687,637      556,312      77,021      1,320,970   

Cash and cash equivalents

  19,084      (25,311   35,211      28,984      10,468      (7,566 ) (G)     31,886   

Restricted cash

  6,228      —        —        6,228      2,763      —        8,991   

Accounts receivable and other assets

  1,818      —        —        1,818      1,664      —        3,482   

Intangible assets, net of accumulated amortization

  1,342      219      —        1,561      514      6,422   (H)     8,497   

Deferred costs, net of accumulated amortization

  2,954      —        164      3,118      4,369      (4,369 ) (I)     3,118   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

$ 694,032      (61 $ 35,375    $ 729,346    $ 576,090    $ 71,508    $ 1,376,944   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

LIABILITIES AND EQUITY:

Indebtedness

$ 422,613      —      $ 35,375    $ 457,988    $ 359,589    $ (359,589 ) (J)   $ 457,988   

Bridge loan

  —        —        —        —        —        500,000   (J)     500,000   

Accounts payable and accrued expenses

  10,691      —        —        10,691      4,255      —        14,946   

Accrued interest payable

  31      —        —        31      876      (876 ) (J)     31   

Dividends payable

  1,982      —        —        1,982      3,709      —        5,691   

Other liabilities

  1,860      —        —        1,860      1,829      35,900   (K)     39,589   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

  437,177      —        35,375      472,552      370,258      175,435      1,018,245   

Equity:

Stockholders’ Equity:

Preferred stock, $0.01 par value

  —        —        —        —        —        —        —     

Common stock, $0.01 par

  318      —        —        318      367      (206 ) (L)     479   

Additional paid-in capital

  267,695      —        —        267,695      271,261      (133,617 ) (L)     405,339   

Retained earnings (accumulated deficit)

  (22,680   (61   —        (22,741   (80,863   44,963   (L)     (58,641
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

  245,333      (61   —        245,272      190,765      (88,860   347,177   

Non-controlling interests

  11,522      —        —        11,522      15,067      (15,067 ) (L)     11,522   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total Equity

  256,855      (61   —        256,794      205,832      (103,927   358,699   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

$ 694,032      (61 $ 35,375    $ 729,346    $ 576,090    $ 71,508    $ 1,376,944   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 


INDEPENDENCE REALTY TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

MARCH 31, 2015

( Dollars in thousands, except per share data )

 

     IRT
Historical
    Bayview      Adjustments     IRT
Historical,
As Adjusted
    TSRE
Historical
    Pro Forma
Adjustments
    Consolidated
Pro Forma
 
     (M)     (N)      (O)           (P)              

REVENUE:

               

Rental Income

   $ 19,443      $ 564         —        $ 20,007      $ 14,113      $ —        $ 34,120   

Tenant reimbursement & other income

     2,257        98         —          2,355        1,516        —          3,871   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

     

 

 

 

Total revenue

  21,700      662      —        22,362      15,629      —        37,991   

EXPENSES

Property operating expenses

  10,138      284      —        10,422      6,353      —        16,775   

General & administrative expenses

  499      —        —        499      2,088      (2,088) (Q)     499   

Asset management fees

  1,212      —        47      1,259      —        1,187 (R)     2,446   

Acquisition expenses

  33      —        (33   —        156      (156) (S)       

Depreciation and amortization

  6,038      —        (1,784   4,254      3,884      (519) (T)     7,619   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

  17,920      284      (1,770   16,434      12,481      (1,576   27,339   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

  3,780      378      1,770      5,928      3,148      1,576      10,652   

Interest expense

  (4,022   —        (247   (4,269   (3,623   (2,252) (U)     (10,144

Interest income

  1      —        —        1      —        —        1   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  (241   378      1,523      1,660      (475   (676   509   

(Income) loss allocated to non-controlling interests

  8      —        (54   (46   29      —   (V)     (17
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (loss) allocable to common shares

$ (233 $ 378    $ 1,469    $ 1,614    $ (446 $ (676 $ 492   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings Per Share:

Basic

$ (0.01 $ 0.05    $ 0.01   
  

 

 

        

 

 

       

Diluted

$ (0.01 $ 0.05    $ 0.01   
  

 

 

        

 

 

       

 

 

 

Weighted-Average Shares:

Basic

  31,768,468      31,768,468        (W)     47,848,441   
  

 

 

        

 

 

       

 

 

 

Diluted

  31,768,468      33,181,815        (W)     49,261,788   
  

 

 

        

 

 

       

 

 

 


INDEPENDENCE REALTY TRUST, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2014

(Dollars in thousands, except per share data)

 

     IRT
Historical
    2014
Acquisitions
     Bayview      Adjustments     IRT
Historical,
As Adjusted
    TSRE
Historical
    Pro Forma
Adjustments
    Consolidated
Pro Forma
 
     (M)     (X)      (N)      (O)           (P)              

REVENUE:

                  

Rental Income

   $ 44,834      $ 32,546       $ 2,267         —        $ 79,647      $ 51,372      $ 1,918   (Y)     $ 132,937   

Tenant reimbursement & other income

     4,369        3,979         334         —          8,682        5,495        169  (Y)       14,346   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

  49,203      36,525      2,601      —        88,329      56,867      2,087      147,283   

EXPENSES

Property operating expenses

  23,427      16,962      1,209      —        41,598      24,781      895  (Y)     67,274   

General & administrative expenses

  1,137      —        —        —        1,137      18,124      (18,124 ) (Q)     1,137   

Asset management fees

  1,736      —        —        2,612      4,348      —        4,750  (R)     9,098   

Acquisition expenses

  1,842      —        —        (1,842   —        3,044      (3,044 ) (S)     —     

Depreciation and amortization

  12,520      —        —        11,277      23,797      19,250      1,144  (T)     44,191   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

  40,662      16,962      1,209      12,047      70,880      65,199      (14,379   121,700   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating Income

  8,541      19,563      1,392      (12,047   17,449      (8,332   16,466      25,583   

Interest expense

  (8,496   —        —        (7,654   (16,150   (13,964   (9,536 ) (U)     (39,650

Interest and other income

  17      —        —        —        17      151      —        168   

Asset impairments

  —        —        —        —        —        (7,962   —        (7,962

Loss on debt extinguishment

  —        —        —        —             (1,629   —        (1,629

Gain (loss) on assets

  2,882      —        —        —        2,882      1,419      —        4,301   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  2,944      19,563      1,392      (19,701   4,198      (30,317   6,930      (19,189

Income (loss) allocated to preferred shares

  —        —        —        —        —        (693   —        (693

Extinguishment of equity securities

  —        —        —        —        —        1,216      —        1,216   

Adjustments for participating securities

  —        —        —        —        —        44      —        44   

(Income) loss allocated to non-controlling interests

  (4   —        —        (115   (119   1,953      (1,350 ) ( V )     484   
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (loss) allocable to common shares

$ 2,940      19,563    $ 1,392    $ (19,816 $ 4,079    $ (27,797 $ 5,580    $ (18,138
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings Per Share:

Basic

$ 0.14    $ 0.19    $ (0.49
  

 

 

           

 

 

       

 

 

 

Diluted

$ 0.14    $ 0.19    $ (0.49
  

 

 

           

 

 

       

 

 

 

Weighted-Average Shares:

Basic

  21,315,928      21,315,928         (W)     37,395,901   
  

 

 

           

 

 

       

 

 

 

Diluted

  21,532,671      21,532,671         (W)     37,395,901   
  

 

 

           

 

 

       

 

 

 


INDEPENDENCE REALTY TRUST, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

For purposes of the unaudited pro forma condensed consolidated financial statements, which we refer to as the pro forma financial statements, we have assumed a total preliminary purchase price for the Merger of approximately $655.2 million, which consists of shares of IRT common stock issued, cash paid in exchange for shares of TSRE common stock and TSR OP Units, and assumption of indebtedness.

The pro forma financial statements have been prepared assuming the Merger is accounted for using the acquisition method of accounting under U.S. GAAP, which we refer to as acquisition accounting, with IRT as the acquiring entity. Accordingly, under acquisition accounting, the acquired net tangible and identifiable intangible assets and liabilities assumed of TSRE are recorded based on their respective fair values, as further described below.

To the extent identified, certain reclassifications have been reflected in the pro forma adjustments to conform TSRE’s financial statement presentation to that of IRT. However, the unaudited pro forma financial statements may not reflect all adjustments necessary to conform TSRE’s accounting policies to those of IRT due to limitations on the availability of information as of the date of this joint proxy statement/prospectus.

The pro forma adjustments represent IRT management’s estimates based on information available as of the date of this joint proxy statement/prospectus and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements, cost savings from operating efficiencies or synergies, or asset dispositions. Also, the pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined, including transaction or other costs following the Merger that are not expected to have a continuing impact on the Combined Company’s results of operations. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, closing the Merger are excluded from the pro forma statements of income.

The pro forma condensed consolidated statements of income for the year ended December 31, 2014 and for the three months ended March 31, 2015 consolidate the historical consolidated statements of income of IRT and TSRE, giving effect to the Merger as if it had been consummated on January 1, 2014, the beginning of the earliest period presented. The pro forma balance sheet combines the historical consolidated balance sheet of IRT and the historical consolidated balance sheet of TSRE as of March 31, 2015, giving effect to the Merger as if it had been consummated on March 31, 2015.

Completion of the Merger is subject to, among other things, approval by the stockholders of both IRT and TSRE. As of the date of this joint proxy statement/prospectus, the Merger is expected to be completed during the third quarter of 2015.

Unless otherwise noted, all dollar amounts are in thousands, except per share amounts.

Preliminary Estimated Purchase Price

The total preliminary estimated purchase price of approximately $655,164 was determined based on the number of shares of TSRE common stock outstanding as of May 11, 2015. For purposes of the pro forma financial statements, such shares of TSRE common stock are assumed to remain outstanding as of the closing date of the Merger. Further, no effect has been given to any new shares of TSRE common stock that may be issued or granted subsequent to the date of this joint proxy statement/prospectus and before the closing date of the Merger.

In all cases in which IRT’s closing stock price is a determining factor in arriving at final purchase price for the Merger, the stock price assumed for the total preliminary purchase price is the closing price of IRT’s common stock on May 8, 2015 ($8.57 per share), the last trading day prior to the public announcement of the Merger.


INDEPENDENCE REALTY TRUST, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

The purchase price will be computed using the closing price of IRT common stock on the trading date immediately preceding the closing date of the Merger; therefore, the actual purchase price will fluctuate with the market price of IRT common stock until the Merger is consummated. As a result, the final purchase price could differ significantly from the current estimate, which could materially impact the pro forma financial statements.

For purposes of these pro forma financial statements, TSRE’s tangible and intangible assets acquired and liabilities assumed have been recorded based on their estimated fair values assuming the Merger was completed on the pro forma balance sheet date presented. The final fair values will be based upon valuations and other analyses for which there is currently insufficient information to make a definitive valuation. Accordingly, the purchase price adjustments are preliminary and have been made solely for the purpose of providing pro forma financial statements. The final purchase price adjustments will be determined after the Merger is consummated and after completion of a thorough analysis to determine the fair value of TSRE’s tangible assets and liabilities, including tangible assets and identifiable intangible assets and liabilities. As a result, the final acquisition accounting adjustments, including those resulting from conforming TSRE’s accounting policies to those of IRT, could differ materially from the pro forma adjustments presented herein.

Balance Sheet Adjustments

 

  (A) Represents the historical balance sheet of IRT at March 31, 2015, included in IRT’s Quarterly Report on Form 10-Q filed on May 8, 2015.

 

  (B) On May 1, 2015, IRT acquired a 236-unit property in Indianapolis, Indiana called Bayview. The acquisition price was $25,250, of which $219 was associated with in-place lease intangibles and acquisition expense of $61. At acquisition, the acquisition price was paid with cash.

 

  (C) On April 13, 2015, IRT financed the Stonebridge at the Ranch real estate asset with a $20,527 first mortgage loan at 3.23% interest rate and a stated maturity date of May 1, 2025. IRT incurred $164 of financing costs that will be amortized to interest expense over the term of the debt agreement.

 

       On May 11, 2015, IRT borrowed $14,848 of proceeds from its line of credit using the Bayview property as collateral.

 

  (D) Represents the historical balance sheet of TSRE at March 31, 2015, included in TSRE’s Quarterly Report on Form 10-Q filed on May 11, 2015.

 

  (E) Represents the adjustment to reflect TSRE’s real estate assets at their estimated fair values as of March 31, 2015. The estimated fair value was derived by applying a capitalization rate to estimated net operating income, using available market data. The estimated fair value of TSRE’s real estate assets was $633,333 as of March 31, 2015.

 

  (F) Accumulated depreciation was adjusted to eliminate TSRE’s historical accumulated depreciation at March 31, 2015.

 

  (G) Adjustment represents the cash needed to close the Merger and was computed as follows as of March 31, 2015:

 

Fair value of real estate assets

$  633,333   

Fair value of other assets

  21,831   
  

 

 

 

Aggregate fair value of assets acquired

  655,164   

Less:

Bridge loan, see note (J)

  (500,000

Fair value of other liabilities assumed

  (9,793

Fair value of stock issued, see note (L)

  (137,805
  

 

 

 

Net cash used in closing the merger

$ 7,566   
  

 

 

 


INDEPENDENCE REALTY TRUST, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

  (H) The intangible asset adjustment represents $6,936 for acquisition of acquired in-place leases. The estimated fair value of in-place leases was calculated based on the estimated cost to replace such leases, including foregone rents during an assumed lease-up period. These costs were offset by the elimination of TSRE’s historical in-place lease intangible assets of $514.

 

  (I) Deferred financing costs was adjusted by $4,369 to eliminate TSRE’s historical financing costs.

 

  (J) Adjustment represents the removal of historical TSRE first mortgages, line of credit borrowings and accrued interest as required in the Merger Agreement. Additionally, IRT has received a bridge loan commitment to finance the cash consideration in connection with the Merger, which is reflected herein for pro forma purposes. It is assumed herein that the bridge loan commitment is for $500,000 and bears interest at LIBOR plus 450 basis points per annum, consistent with the Commitment Letter.

 

  (K) Adjustment represents estimated transaction costs anticipated by IRT and TSRE prior to or concurrent with the closing of the Merger of approximately $30,900 and costs of $5,000 associated with IRT’s $500,000 bridge loan.

 

  (L) Adjustment represents the issuance of 16,079,973 shares of IRT common stock with a fair value of $8.57 per share as of May 8, 2015, the elimination of all historical TSRE equity balances, noncontrolling interests and transaction costs. The following table provides detail of adjustments impacting additional paid in capital (APIC), common stock and distributions in excess of accumulated earnings:

 

     APIC      Common
stock
     Retained
earnings
(accumulated
deficit)
 

Transaction costs of IRT/TSRE

   $ —         $ —         $ (35,900

Issuance of IRT common stock

     137,644         161         —     

Removal of TSRE’s historical balances

     (271,261      (367      80,863   
  

 

 

    

 

 

    

 

 

 

Total adjustment

$ (133,617 $ (206 $ 44,963   
  

 

 

    

 

 

    

 

 

 

Income Statement Adjustments for the Three Months Ended March 31, 2015 and Year Ended December 31, 2014

 

  (M) Represents the historical income statement for IRT for the three months ended March 31, 2015, included in IRT’s Quarterly Report on Form 10-Q filed on May 8, 2015.

Represents the historical income statement for IRT for the year ended December 31, 2014, included in IRT’s Annual Report on Form 10-K filed on March 16, 2015.

 

  (N) Represents the revenue and operating expenses of Bayview for the three months ended March 31, 2015 and year ended December 31, 2014. IRT acquired Bayview on May 1, 2015.

 

  (O) For the three months ended March 31, 2015, these adjustments represent (1) the additional asset management fees associated with IRT’s Bayview acquisition pursuant to the current asset management agreement, (2) the removal of historical IRT acquisition expenses, as IRT is depicting those acquisitions as being made on January 1, 2014 for pro forma purposes, (3) recognition of additional depreciation expense for Bayview and removing IRT’s historical amortization expense of in-place leases associated with 2014 acquisitions, (4) interest expense associated with the additional financing for the Stonebridge Ranch permanent financing and the borrowings under IRT’s line of credit for the Bayview acquisition, which assumes the financings were outstanding as of the beginning of the respective period and (5) an adjustment to the income allocation to non-controlling interests as a result of the aforementioned adjustments.


INDEPENDENCE REALTY TRUST, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

       For the year ended December 31, 2014, these adjustments represent (1) the additional asset management fees associated with IRT’s acquisition of Bayview, as well as other properties IRT acquired in 2014, (2) the removal of historical IRT acquisition expenses as IRT is depicting those acquisitions as being made on January 1, 2014 for pro forma purposes, (3) recognition of additional depreciation expense on the properties that IRT acquired in 2014 along with our acquisition of Bayview in 2015 and amortization expense of in-place leases for the properties acquired in 2014 (note, depreciation and amortization expense is computed on a straight-line basis over a 40 year useful life for buildings and estimated life of six months for acquired in-place leases), (4) interest expense associated with the permanent financing of The Crossings property, which IRT acquired on November 22, 2013, permanent financing for the properties IRT acquired in 2014, and the borrowings under IRT’s line of credit for the Bayview acquisition, which assumes the financings were outstanding as of the beginning of the respective period and (5) an adjustment to the income allocation to non-controlling interests as a result of the aforementioned adjustments.

 

  (P) Represents the historical income statement for TSRE for the three months ended March 31, 2015, included in TSRE’s Quarterly Report on Form 10-Q filed on May 11, 2015.

 

       Represents the historical income statement for TSRE for the year ended December 31, 2014, included in TSRE’s Annual Report on Form 10-K filed on March 13, 2015.

 

  (Q) As part of the Merger, the TSRE assets will become externally managed and all employees and corporate contracts will be terminated. This adjustment to general and administrative expenses represents the removal of these historical costs.

 

  (R) Adjustment represents the additional asset management fee due pursuant to the existing asset management agreement. The terms of the existing asset management agreement require a management fee based on 75 basis points of real estate assets annually. At the closing date of the Merger, IRT intends to amend its asset management agreement to change from an asset based fee structure to an equity based fee structure. The unaudited pro forma condensed consolidated financial statements do not reflect the new equity based fee structure since it will not be in place until closing of the Merger.

 

  (S) Adjustment represents the removal of TSRE’s historical acquisition expenses of $156 for the three months ended March 31, 2015 and $3,044 for the year ended December 31, 2014, as the acquisitions made by TSRE were depicted as occurring on January 1, 2014 for pro forma purposes.

 

  (T) For the three months ended March 31, 2015, depreciation and amortization was adjusted to eliminate $3,884 of TSRE’s historical depreciation and amortization expense and to recognize $3,365 of depreciation based on the fair value of the real estate assets.

 

       For the year ended December 31, 2014, depreciation and amortization was adjusted to eliminate $19,250 of TSRE’s historical depreciation and amortization expense, to recognize $13,458 of depreciation expense based on the fair value of TSRE’s real estate assets, and to recognize $6,936 for the amortization of in-place leases associated with TSRE’s assets.

 

       Pro forma depreciation and amortization expense on the TSRE assets is computed on a straight-line basis over the estimated useful lives of the related assets, which range from 40 years for land improvements and buildings and 6 months for acquired in-place leases, all of which are preliminary determinations.


INDEPENDENCE REALTY TRUST, INC.

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

 

  (U) For the three months ended March 31, 2015, interest expense is reduced by $3,623 to remove TSRE’s historical interest cost and increased by $5,875 to recognize of interest expense associated with the $500,000 bridge loan used to finance the cash portion of the Merger Consideration.

 

       For the year ended December 31, 2014, interest expense is reduced by $13,964 to remove TSRE’s historical interest cost and increased by $23,500 to recognize interest expense associated with the $500,000 bridge loan used to finance the cash portion of the Merger Consideration.

 

  (V) Noncontrolling interest was adjusted to eliminate TSRE’s historical income allocated to noncontrolling interest expense, as TSRE’s historical outstanding operating partnership units will be redeemed for IRT shares and cash, and to also adjust the income allocated to noncontrolling interests pursuant to the aforementioned adjustments.

 

  (W) Pro Forma weighted average shares increased as a result of the issuance of 16,079,973 shares of IRT common stock to TSRE stockholders in connection with the Merger.

 

  (X) Represents the adjustment to reflect the pro forma revenues and property operating expenses for the properties that IRT acquired in 2014. This adjustment represents the revenues and property operating expenses associated with the period that IRT did not own the property, effectively January 1, 2014 through the acquisition date of each property. IRT acquired Reserve at Eagle Ridge on January 31, 2014, The Oklahoma Portfolio on February 28, 2014, King’s Landing on March 31, 2014, Carrington Park Apartments on May 7, 2014, Arbors at the Reservoir on June 4, 2014, Walnut Hill on August 28, 2014, Lenoxplace on September 5, 2014, Stonebridge Crossing on September 15, 2014, Bennington Pond on November 24, 2014, The Southeast Portfolio on December 8, 2014, Stonebridge at the Ranch on December 16, 2014, and Iron Rock Ranch on December 30, 2014. Rental income, tenant reimbursement and other income and property operating expenses from these properties from January 1, 2014 through the acquisition date were $32,546, $3,979 and $16,962, respectively. The operations of each property subsequent to the date of acquisitions are included in the historical consolidated income statement of IRT for the year ended December 31, 2014.

 

  (Y) Represents the adjustment to reflect the pro forma revenues and property operating expenses for the properties that TSRE acquired in 2014. This adjustment represents the revenues and property operating expenses associated with the period that TSRE did not own the property, effectively January 1, 2014 through the acquisition date of each property. TSRE acquired Miller Creek and Wake Forest on January 21, 2014, Aventine on February 4, 2014, Brier Creek on March 10, 2014, Craig Ranch on March 18, 2014 and Big Creek on April 7, 2014. Rental income, tenant reimbursement and other income and property operating expenses from these properties from January 1, 2014 through the acquisition date were $1,918, $169 and $895, respectively. The operations of each property subsequent to the date of acquisitions are included in the historical consolidated income statement of TSRE for the year ended December 31, 2014.