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Contributions by AH LLC
12 Months Ended
Dec. 31, 2014
Contributions by AH LLC  
Contributions by AH LLC

Note 10. Contributions by AH LLC

Contribution in connection with 2012 Offering

        In connection with the 2012 Offering, on December 31, 2012, AH LLC made an investment in our Company by contributing 367 single-family properties and $0.6 million in cash. The contributed single-family properties were valued at $49.4 million, which approximated AH LLC's purchase price plus renovation costs incurred through November 5, 2012, an acquisition fee of 5% (based on the purchase price plus renovations costs through November 5, 2012) and all other out-of-pocket costs anticipated to have been incurred by AH LLC in connection with the contribution of the properties, including transfer costs, title insurance premiums and legal fees. In connection with this contribution, AH LLC received 3,300,000 Class A common shares, 667 Class B common shares and 32,667 Class A units (see Note 8). This transaction has been deemed to be between "entities under common control" under the provisions of ASC 805, Business Combinations, and as such, the accounts relating to the properties contributed have been reflected retroactively in the consolidated financial statements based on the results of operations and net book value recorded by AH LLC of $47.6 million as of the date of the contribution, without consideration of the acquisition fees. Costs to transfer title to the properties of $0.5 million to us were expensed. The contribution agreement was entered into and effective December 31, 2012, and provides that AH LLC has conveyed all legal and beneficial right, title and interest in the contributed properties on that date.

2,770 Property Contribution

        On February 28, 2013, we entered into an agreement with AH LLC providing for the contribution of 2,770 single-family properties for total consideration of $491.7 million (the "2,770 Property Contribution"). The consideration to AH LLC was 31,085,974 Series C convertible units in our Operating Partnership and 634,408 Class B common shares valued at $15.50 per unit/share, which approximated fair value as of the date of the transaction. Because the 2,770 Property Contribution has been deemed to be a transaction between entities under common control, the shares issued and the property received have been recorded by us at AH LLC's historical book value and reflected as if they had been acquired by us on the dates such properties were acquired by AH LLC. Upon consummation of the transaction on February 28, 2013, the total $386.5 million predecessor net book value of the property contribution was reclassified from additional paid-in capital to (i) noncontrolling interest in connection with the issuance of $378.8 million Series C convertible units in our Operating Partnership and (ii) Class B common shares in connection with the issuance of $7.7 million Class B common shares.

        The following table summarizes the net assets and historical net loss of the 2,770 single-family properties based on the dates such properties were acquired by AH LLC through the date of the 2,770 Property Contribution (in thousands, except number of properties):

                                                                                                                                                                                    

 

 

Period from
June 23,
2011, to
December 31,
2012

 

Period from
January 1,
2013, to
February 28,
2013

 

Total as of
February 28,
2013
(transaction
date)

 

Number of properties

 

 

2,661

 

 

109

 

 

2,770

 

Single-family properties

 

$

365,937

 

$

20,563

 

$

386,500

 

Other assets

 

 

7,203

 

 

(2,086

)

 

5,117

 

Other liabilities

 

 

(8,183

)

 

558

 

 

(7,625

)

​  

​  

​  

​  

​  

​  

Net assets contributed

 

$

364,957

 

$

19,035

 

$

383,992

 

Rents from single-family properties

 

$

4,413

 

$

3,720

 

$

8,133

 

Property operating expenses

 

 

(3,326

)

 

(1,920

)

 

(5,246

)

Depreciation

 

 

(2,021

)

 

(1,324

)

 

(3,345

)

Allocated general and administrative expenses

 

 

(6,996

)

 

(993

)

 

(7,989

)

​  

​  

​  

​  

​  

​  

Net loss

 

$

(7,930

)

$

(517

)

$

(8,447

)

​  

​  

​  

​  

​  

​  

Contributed net assets and net loss

 

$

372,887

 

$

19,552

 

$

392,439

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The net assets of the properties and the related historical net loss has been reflected as a credit to additional paid-in capital during the period such properties were acquired by AH LLC.

        Upon consummation of the transaction on February 28, 2013, the total $386.5 million net asset value of the property contribution was reclassified from additional paid-in capital to (i) noncontrolling interest in connection with the issuance of $378.8 million Series C convertible units in our Operating Partnership and (ii) Class B common shares in connection with the issuance of $7.7 million Class B common shares (see Note 8). Additionally, the other net liabilities associated with the properties of $2.5 million as of February 28, 2013, have been reclassified from additional paid-in capital to due from affiliates, as these amounts were subsequently settled in cash by AH LLC.

        Pursuant to the agreement, AH LLC was responsible for all costs of transfer of the properties and for paying costs associated with the completion of initial renovation of the properties after we acquired them. The costs of such improvements for the period from March 1, 2013, to December 31, 2013, were $13.8 million. This amount has been reflected as an addition to the net asset value of the contributed properties, with a corresponding increase of $13.5 million and $0.3 million to the Series C convertible units in our Operating Partnership and Class B common shares, respectively, issued in connection with the 2,770 Property Contribution.

        The total reduction to additional paid-in capital of $356.4 million reflected in the consolidated statement of equity for the year ended December 31, 2013, consists of the $386.5 million reclassification of the net asset value of the 2,770 properties, offset by (i) the $19.6 million credit associated with the 109 properties acquired by AH LLC from January 1, 2013, to February 28, 2013, (ii) $8.0 million in excess of $6,000 par value associated with issuance of the 634,408 Class B common shares and (iii) the $2.5 million reclassification of the other net liabilities associated with the properties to due from affiliates.

        Concurrently with this transaction, commencing February 28, 2013, the Advisor agreed to a permanent reduction in the advisory fee of $9.8 million per year (see Note 9).

45 Property Acquisition

        On December 12, 2014, we and the Operating Partnership entered into a contribution agreement with AH LLC, pursuant to which AH LLC contributed to the Operating Partnership all of AH LLC's interest in 45 properties owned by AH LLC. The value of the properties was determined by broker price opinions prepared by independent third parties. In exchange for the properties, the Operating Partnership issued to AH LLC 653,378 Class A units valued at $17.11 per unit, the closing price on the NYSE for the Company's Class A common shares on December 11, 2014.