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Discontinued Operations
12 Months Ended
Dec. 31, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

Note 4 — Discontinued Operations

The financial results attributable to apartment communities retained by the Spinnee for all periods presented have been classified as discontinued operations within the consolidated financial statements.  

Major assets and liabilities related to discontinued operations at December 31, 2019 are shown below (in thousands):

 

 

2019

 

ASSETS:

 

 

 

 

Net real estate

 

$

936,168

 

Cash and cash equivalents

 

 

6,443

 

Restricted cash

 

 

4,717

 

Investment in unconsolidated real estate partnerships

 

 

12,741

 

Other assets

 

 

62,627

 

   Total assets of discontinued operations

 

$

1,022,696

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

Non-recourse property debt, net

 

$

492,785

 

Deferred tax liability

 

 

144,033

 

Accrued liabilities and other

 

 

26,571

 

   Total liabilities of discontinued operations

 

$

663,389

 

Summarized results of discontinued operations for the years ended December 31, 2020, 2019, and 2018 are shown below (in thousands):

 

 

2020

 

 

2019

 

 

2018

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Rental and other property revenues

 

$

144,757

 

 

$

143,692

 

 

$

132,163

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

 

51,710

 

 

 

49,502

 

 

 

45,372

 

Depreciation and amortization

 

 

72,729

 

 

 

62,887

 

 

 

48,392

 

Other expenses (income), net

 

 

1,897

 

 

 

257

 

 

 

(1,208

)

   Total operating expenses

 

 

126,336

 

 

 

112,646

 

 

 

92,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

2,076

 

 

 

2,125

 

 

 

1,592

 

Interest expense

 

 

(17,972

)

 

 

(17,918

)

 

 

(20,829

)

Income from unconsolidated real estate partnerships

 

 

764

 

 

 

802

 

 

 

940

 

   Income before income tax benefit (expense)

 

 

3,289

 

 

 

16,055

 

 

 

21,310

 

Income tax benefit (expense)

 

 

7,939

 

 

 

3,440

 

 

 

(319

)

   Income from discontinued operations, net of tax

 

 

11,228

 

 

 

19,495

 

 

 

20,991

 

   Net loss (income) attributable to noncontrolling interests in

        consolidated real estate partnerships

 

 

404

 

 

 

189

 

 

 

(5

)

   Net income from discontinued operations attributable to AIR

 

$

11,632

 

 

$

19,684

 

 

$

20,986

 

Through December 15, 2020, we incurred transaction costs of $57.0 million related to the Separation, all of which are reflected in other expenses, net on our consolidated statement of operations for the year ended December 31, 2020. Transaction costs primarily consist of third-party advisory, consulting, legal and professional services, as well as other items that are incremental in nature and that were specifically related to the Separation.

After the Separation, we and the Spinnee are operating as two, focused and independent companies. We entered into various separation and transition services agreements with the Spinnee that provide for a framework of our relationship with the Spinnee after the Separation, including: (i) a separation agreement setting forth the mechanics of the Separation, the key provisions relating to the separation of our assets and liabilities from those of the Spinnee, and certain organizational matters and conditions; (ii) an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, teammate compensation, and benefits plans and programs, and other related matters; (iii) Property Management Agreements pursuant to which we will provide property management and related services at a majority of the properties owned or leased by the Spinnee in exchange for a fee based on an agreed percentage of revenue collected; (iv) Master Services Agreement pursuant to which we will provide the Spinnee with customary administrative and support services on an ongoing basis in exchange for payment for the fully-burdened costs (including internal allocated costs); and (v) a Master Leasing Agreement pursuant to which the Spinnee may enter into leases with us pursuant to which the Spinnee, at its option, may redevelop, develop, or lease-up apartment communities. The Property Management Agreement, the Master Service Agreement, and the Master Lease Agreement may be terminated in accordance with the respective agreements.

The Master Leasing Agreement governs any future leasing arrangements between us and the Spinnee. The initial term of the Master Leasing Agreement is 18 months, with automatic annual extensions (subject to each party’s right to terminate upon notice prior to the end of any such extension term). The initial annual rent for any leased property is based a calculation derived from the then-current fair market value of the subject property and market NOI cap rates, subject to certain adjustments, and is further subject to periodic escalation as set forth in the applicable lease, and the other terms thereof, including the initial term and

extensions on an arm’s-length basis, as defined in the Master Lease Agreement. The Spinnee has the right to terminate any such lease prior to the end of its term once the leased property is stabilized. In connection with an early termination, we have an option to pay the Spinnee an amount equal to the difference between the then-current fair market value of such property and the initial fair market value of such property at the time of the lease inception, at a small discount. If we do not exercise an option, the Spinnee will have the right to sell the property to a third party with us guaranteed to receive an amount equal to the fair market value of the property at the time of the lease inception, or the Spinnee may elect to purchase the property at a purchase price equal to the fair market value thereof at the time of lease inception (and may subsequently sell the property to a third party, subject to our right of first refusal during the first year following the Spinnee’s acquisition). On January 1, 2021, the Master Lease Agreement commenced and we had four redevelopment properties leased to the Spinnee.