XML 34 R18.htm IDEA: XBRL DOCUMENT v3.3.1.900
Contributions by AH LLC
12 Months Ended
Dec. 31, 2015
Noncash Investing and Financing Items [Abstract]  
Contributions by AH LLC
Contributions by AH LLC

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. 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.

45 Property Acquisition

On December 12, 2014, we and our operating partnership entered into a contribution agreement with AH LLC, pursuant to which AH LLC contributed to our 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, our 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.