8k 314 TS 2013




 
 
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): March 13, 2013 (May 23, 2012)
 
ASSOCIATED ESTATES REALTY CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Commission File Number 1-12486

Ohio
34-1747603
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
 
 
1 AEC PARKWAY, RICHMOND HEIGHTS, OHIO 44143-1550
(Address of principal executive offices)
 
(216) 261-5000
(Registrant's telephone number, including area code)
 
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:
 
[ ]
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 2.01    Completion of Acquisition or Disposition of Assets.
During the twelve months ended December 31, 2012, Associated Estates Realty Corporation (the “Company”), acquired the following three properties in unrelated transactions. The aggregate purchase price of these properties exceeded 10% of the Company's total assets as of December 31, 2011. None of the properties were acquired from a related party.
The Apartments at the Arboretum: A 205-unit apartment community located in Cary, North Carolina, acquired on May 23, 2012. This property was purchased from NR Arboretum Property Owner, LLC, for approximately $39.3 million in cash which was funded primarily from borrowings on the Company's unsecured revolving credit facility.
21 Forty Medical District: A 396-unit apartment community located in Dallas, Texas, acquired on July 23, 2012. This property was purchased from Motor Street Apartments, LP for approximately $53.4 million in cash which was funded primarily from borrowings on the Company's unsecured revolving credit facility.
The Park at Crossroads: A 344-unit apartment community located in Cary, North Carolina, acquired on August 28, 2012. This property was purchased from Crossroads Ventures, LLC for approximately $35.2 million which was funded by an assumption of a mortgage loan on the property in the amount of $24.9 million and borrowings on the Company's unsecured revolving credit facility.
ITEM 9.01    Financial Statements and Exhibits.
(a)
Financial Statements of Real Estate Operations Acquired
 
                  
 
The Apartments at the Arboretum Property:
 
Report of Independent Auditors
 
Statements of Revenue and Certain Operating Expenses
 
Notes to Statements of Revenue and Certain Expenses
 
 
 
21 Forty Medical District Property:
 
Report of Independent Auditors
 
Statements of Revenue and Certain Operating Expenses
 
Notes to Statements of Revenue and Certain Expenses
 
 
 
The Park at Crossroads Property:
 
Report of Independent Auditors
 
Statements of Revenue and Certain Operating Expenses
 
Notes to Statements of Revenue and Certain Expenses
 
 
(b)
Proforma Financial Information
 
                    
 
Proforma Consolidated Statement of Operations for the year ended December 31, 2012
 
                     
(c)
Exhibits
 
              
 
23.1 Consent of PricewaterhouseCoopers LLP


2



REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders of Associated Estates Realty Corporation:
We have audited the accompanying statement of revenue and certain operating expenses of the property known as The Apartments at the Arboretum (the "Property") for the year ended December 31, 2011. The statement of revenue and certain operating expenses is the responsibility of management. Our responsibility is to express an opinion on the statement of revenue and certain operating expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain operating expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenue and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 1, and is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the statement of revenue and certain operating expenses of the Property presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the statement of revenue and certain operating expenses of the Property for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio


November 30, 2012




3



THE APARTMENTS AT THE ARBORETUM

STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES
(Dollars in Thousands)


 
 
(Unaudited)
 
 
 
 
Three Months Ended
 
Year Ended
 
 
March 31, 2012
 
December 31, 2011
 
 
 
 
 
Revenue
 
 
 
 
Property revenue
 
$
727

 
$
2,774

 
 
 
 
 
Certain operating expenses
 
 
 
 
Property operating and maintenance
 
187

 
870

Real estate taxes and insurance
 
78

 
306

Total certain operating expenses
 
265

 
1,176

 
 
 
 
 
Revenue in excess of certain operating expenses
 
$
462

 
$
1,598


See accompanying Notes to Statements of Revenue and Certain Operating Expenses.


4



THE APARTMENTS AT THE ARBORETUM

NOTES TO STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES

1.    BASIS OF PRESENTATION
On May 23, 2012, Associated Estates Realty Corporation (the "Company") acquired, through a wholly owned subsidiary, The Apartments at the Arboretum, a 205-unit (unaudited) apartment community located in Cary, North Carolina. The property was purchased from NR Arboretum Property Owner, LLC, an unrelated third party.
The accompanying statements of revenue and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of real estate properties and, accordingly, certain expenses such as depreciation and amortization, interest, management fees, and other corporate expenses are not included in the statements of revenue and certain operating expenses because they are not directly related to the proposed future operations of the property. Therefore, the amounts reported in the accompanying statements may not be comparable to the results of operations reported for the future operations of the property. Except as noted above, the Company is not aware of any material factors during the year ended December 31, 2011, or the three months ended March 31, 2012, that would cause the reported financial information not to be indicative of future operating results.
The accompanying interim statement of revenue and certain operating expenses for the three months ended March 31, 2012, is unaudited. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results are not necessarily indicative of the results that may be expected for the full year.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition: Apartment units are generally leased with terms of one year or less. Rent payments are due at the beginning of each month and rental revenue is recognized at that time. Reimbursements for expenses, such as water and sewer expense, are included in “Property revenue” in the statements of revenue and certain operating expenses.
Property Operating and Maintenance: Property operating and maintenance expenses represent the direct expenses of operating the property and consist primarily of payroll, utilities, repairs and maintenance, and other operating expenses that are expected to continue in the proposed future operations of the property.
Capitalization: Significant improvements and replacements are capitalized and depreciated using the straight-line method over their estimated useful lives, which are not included in these statements of revenue and certain operating expenses. Repairs and maintenance costs are charged to expense as incurred and are included in “Property operating and maintenance expenses” in the statements of revenue and certain operating expenses.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period. Actual results could differ from these estimates.
Commitments and Contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal cost incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management's knowledge is any material litigation currently threatened against the property other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.


5



REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholders of Associated Estates Realty Corporation:
We have audited the accompanying statement of revenue and certain operating expenses of the property known as 21 Forty Medical District (the "Property") for the year ended December 31, 2011. The statement of revenue and certain operating expenses is the responsibility of management. Our responsibility is to express an opinion on the statement of revenue and certain operating expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain operating expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenue and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 1, and is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the statement of revenue and certain operating expenses of the Property presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the statement of revenue and certain operating expenses of the Property for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio

November 30, 2012



6



21 FORTY MEDICAL DISTRICT

STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES
(Dollars in Thousands)


 
 
(Unaudited)
 
 
 
 
Six Months Ended
 
Year Ended
 
 
June 30, 2012
 
December 31, 2011
 
 
 
 
 
Revenue
 
 
 
 
Property revenue
 
$
2,529

 
$
4,743

 
 
 
 
 
Certain operating expenses
 
 
 
 
Property operating and maintenance
 
534

 
1,095

Real estate taxes and insurance
 
494

 
958

Total certain operating expenses
 
1,028

 
2,053

 
 
 
 
 
Revenue in excess of certain operating expenses
 
$
1,501

 
$
2,690


See accompanying Notes to the Statements of Revenue and Certain Operating Expenses.





7



21 FORTY MEDICAL DISTRICT

NOTES TO STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES


1.    BASIS OF PRESENTATION
On July 23, 2012, Associated Estates Realty Corporation (the "Company") acquired, through a wholly owned subsidiary, 21 Forty Medical District, a 396-unit (unaudited) apartment community located in Dallas, Texas. The property was purchased from Motor Street Apartments, LP, an unrelated third party.
The accompanying statements of revenue and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of real estate properties and, accordingly, certain expenses such as depreciation and amortization, interest, management fees, and other corporate expenses are not included in the statements of revenue and certain operating expenses because they are not directly related to the proposed future operations of the property. Therefore, the amounts reported in the accompanying statements may not be comparable to the results of operations reported for the future operations of the property. Except as noted above, the Company is not aware of any material factors during the year ended December 31, 2011, or the six months ended June 30, 2012, that would cause the reported financial information not to be indicative of future operating results.
The accompanying interim statement of revenue and certain operating expenses for the six months ended June 30, 2012, is unaudited. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results are not necessarily indicative of the results that may be expected for the full year.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition: Apartment units are generally leased with terms of one year or less. Rent payments are due at the beginning of each month and rental revenue is recognized at that time. Reimbursements for expenses, such as water and sewer expense, are included in “Property revenue” in the statements of revenue and certain operating expenses.
Property Operating and Maintenance: Property operating and maintenance expenses represent the direct expenses of operating the property and consist primarily of payroll, utilities, repairs and maintenance, and other operating expenses that are expected to continue in the proposed future operations of the property.
Capitalization: Significant improvements and replacements are capitalized and depreciated using the straight-line method over their estimated useful lives which is not included in these statements of revenue and certain operating expenses. Repairs and maintenance costs are charged to expense as incurred and are included in “Property operating and maintenance expenses” in the statements of revenue and certain operating expenses.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period. Actual results could differ from these estimates.
Commitments and Contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal cost incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management's knowledge is any material litigation currently threatened against the property other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

8



REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Shareholders of Associated Estates Realty Corporation:
We have audited the accompanying statement of revenue and certain operating expenses of the property known as The Park at Crossroads (the "Property") for the year ended December 31, 2011. The statement of revenue and certain operating expenses is the responsibility of management. Our responsibility is to express an opinion on the statement of revenue and certain operating expenses based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain operating expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain operating expenses. We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement of revenue and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 1, and is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the statement of revenue and certain operating expenses of the Property presents fairly, in all material respects, the revenue and certain operating expenses described in Note 1 to the statement of revenue and certain operating expenses of the Property for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP
Cleveland, Ohio

November 30, 2012



9



THE PARK AT CROSSROADS

STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES
(Dollars in Thousands)


 
 
(Unaudited)
 
 
 
 
Six Months Ended
 
Year Ended
 
 
June 30, 2012
 
December 31, 2011
 
 
 
 
 
Revenue
 
 
 
 
Property revenue
 
$
1,819

 
$
3,571

 
 
 
 
 
Certain operating expenses
 
 
 
 
Property operating and maintenance
 
366

 
729

Real estate taxes and insurance
 
173

 
336

Total certain operating expenses
 
539

 
1,065

 
 
 
 
 
Revenue in excess of certain operating expenses
 
$
1,280

 
$
2,506


See accompanying Notes to Statements of Revenue and Certain Operating Expenses.




10



THE PARK AT CROSSROADS

NOTES TO STATEMENTS OF REVENUE AND CERTAIN OPERATING EXPENSES


1.    BASIS OF PRESENTATION
On August 28, 2012, Associated Estates Realty Corporation (the "Company") acquired through a wholly owned subsidiary, The Park at Crossroads, a 344-unit (unaudited) apartment community located in Cary, North Carolina. The property was purchased from Crossroads Ventures, LLC, an unrelated third party.
The accompanying statements of revenue and certain operating expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of real estate properties and, accordingly, certain expenses such as depreciation and amortization, interest, management fees, and other corporate expenses are not included in the statements of revenue and certain operating expenses because they are not directly related to the proposed future operations of the property. Therefore, the amounts reported in the accompanying statements may not be comparable to the results of operations reported for the future operations of the property. Except as noted above, the Company is not aware of any material factors during the year ended December 31, 2011, or the six months ended June 30, 2012, that would cause the reported financial information not to be indicative of future operating results.
The accompanying interim statement of revenue and certain operating expenses for the six months ended June 30, 2012, is unaudited. In the opinion of management, all adjustments, consisting only of normal and recurring adjustments considered necessary for a fair statement, have been included. The reported results are not necessarily indicative of the results that may be expected for the full year.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition: Apartment units are generally leased with terms of one year or less. Rent payments are due at the beginning of each month and rental revenue is recognized at that time. Reimbursements for expenses, such as water and sewer expense, are included in “Property revenue” in the statements of revenue and certain operating expenses.
Property Operating and Maintenance: Property operating and maintenance expenses represent the direct expenses of operating the property and consist primarily of payroll, utilities, repairs and maintenance, advertising and other operating expenses that are expected to continue in the proposed future operations of the property.
Capitalization: Significant improvements and replacements are capitalized and depreciated using the straight-line method over their estimated useful lives, which is not included in these statements of revenue and certain operating expenses. Repairs and maintenance costs are charged to expense as incurred and are included in “Property operating and maintenance expenses” in the statements of revenue and certain operating expenses.
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of revenue and certain expenses during the reporting period. Actual results could differ from these estimates.
Commitments and Contingencies: Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal cost incurred in connection with loss contingencies are expensed as incurred. There is no material litigation nor to management's knowledge is any material litigation currently threatened against the property other than routine litigation, claims and administrative proceedings arising in the ordinary course of business.

11



ASSOCIATED ESTATES REALTY CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2012 of the Company is presented as if each of The Apartments at the Arboretum, 21 Forty Medical District and The Park at Crossroads had been acquired on January 1, 2012. This Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the Company's actual results of operations would have been had the acquisitions been consummated on January 1, 2012, nor does it purport to represent the future results of operations of the Company.
This unaudited pro forma consolidated information should be read in conjunction with the historical financial information and notes thereto contained in the Company's Annual Report on Form10-K for the year ended December 31, 2012.


12



ASSOCIATED ESTATES REALTY CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2012
(UNAUDITED)

 
 
 
 
The
 
 
 
 
 
 
 
 
 
 
 
 
Apartments
 
21
 
The Park
 
 
 
 
 
 
Historical
 
at the
 
Forty Medical
 
at
 
Pro Forma
 
Pro Forma
(in thousands, except per share amounts)
 
Amounts (A)
 
Arboretum (B)
 
District (C)
 
Crossroads (D)
 
Adjustments
 
Amounts
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Property revenue
 
$
173,822

 
$
1,142

 
$
2,834

 
$
2,399

 
$

 
$
180,197

Office revenue
 
1,046

 

 

 

 

 
1,046

Total revenue
 
174,868

 
1,142

 
2,834

 
2,399

 

 
181,243

 
 
 
 
 
 
 
 
 
 
 
 
 
Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Property operating and maintenance
 
68,231

 
416

 
1,151

 
711

 

 
70,509

Depreciation and amortization
 
54,306

 

 

 

 
5,094

(E)
59,400

Direct property management and service
 
 
 
 
 
 
 
 
 
 
 
 
company expense
 

 

 

 

 

 

Construction and other services
 
176

 

 

 

 

 
176

General and administrative
 
16,995

 

 

 

 

 
16,995

Development costs
 
864

 

 

 

 

 
864

Costs associated with acquisitions
 
798

 

 

 

 
(420
)
 
378

Total expenses
 
141,370

 
416

 
1,151

 
711

 
4,674

 
148,322

Operating income
 
33,498

 
726

 
1,683

 
1,688

 
(4,674
)
 
32,921

Interest expense
 
(30,838
)
 

 

 

 
(1,594
)
(F)
(32,432
)
Income (loss) from continuing operations
 
2,660

 
726

 
1,683

 
1,688

 
(6,268
)
 
489

 
 
 
 
 
 
 
 
 
 
 
 
 
Net income applicable to common
 
 
 
 
 
 
 
 
 
 
 
 
shares
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - basic:
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
applicable to common shares
 
$
0.06

 
 
 
 
 
 
 
 
 
$
0.01

 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings per common share - diluted :
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from continuing operations
 
 
 
 
 
 
 
 
 
 
 
 
applicable to common shares
 
$
0.06

 
 
 
 
 
 
 
 
 
$
0.01

 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding-basic
 
46,063

 
 
 
 
 
 
 
 
 
46,063

Weighted average shares outstanding-diluted
 
46,553

 
 
 
 
 
 
 
 
 
46,553

 
 
 
 
 
 
 
 
 
 
 
 
 





13



ASSOCIATED ESTATES REALTY CORPORATION

NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

A.
Represents historical income from continuing operations included in the consolidated income statement of the Company for the year ended December 31, 2012, as contained in the consolidated financial statements filed in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

 
 
B.
Represents the historical revenue and certain expenses of The Apartments at the Arboretum from January 1, 2012 through May 22, 2012.
 
 
C.
Represents the historical revenue and certain expenses of 21 Forty Medical District from January 1, 2012 through July 22, 2012.
 
 
D.
Represents the historical revenue and certain expenses of The Park at Crossroads from January 1, 2012 through August 27, 2012.
 
 
E.
Represents depreciation and amortization computed using the straight-line method over the estimated useful lives of the related assets over the applicable Pro Forma period as follows:

The Apartments at the Arboretum
 
 
 
 
 
 
 
 
 
 
 
January 1, 2012
 
 
Estimated
 
 
 through
(Dollars in thousands)
 
useful life
 
 
May 22, 2012
Buildings and improvements
 
28.6 years
(1)
 
$
727

Furniture and fixtures
 
5 years
(1)
 
81

Intangible assets
 
 1 year
 
 
317

Total
 
 
 
 
$
1,125


21 Forty Medical District
 
 
 
 
 
 
 
 
 
 
 
January 1, 2012
 
 
Estimated
 
 
 through
(Dollars in thousands)
 
useful life
 
 
July 22, 2012
Buildings and improvements
 
28.9 years
(1)
 
$
1,209

Furniture and fixtures
 
5 years
(1)
 
131

Intangible assets
 
 1 year
 
 
1,160

Total
 
 
 
 
$
2,500


The Park at Crossroads
 
 
 
 
 
 
 
 
 
 
 
January 1, 2012
 
 
Estimated
 
 
 through
(Dollars in thousands)
 
useful life
 
 
August 27, 2012
Buildings and improvements
 
27.9 years
(1)
 
$
1,052

Furniture and fixtures
 
5 years
(1)
 
58

Intangible assets
 
 1 year
 
 
359

Total
 
 
 
 
$
1,469


(1) Represents weighted average estimated useful life.

14



ASSOCIATED ESTATES REALTY CORPORATION

NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS - (Continued)
(UNAUDITED)


F.
Represents interest expense on borrowings of $88.4 million on the Company's unsecured revolving credit facility used to acquire The Apartments at the Arboretum and 21 Forty Medical District as if they had been acquired on January 1, 2012. Interest expense also includes borrowings of $10.3 million on the Company's unsecured revolving credit facility and an assumed mortgage loan of $24.9 million used to acquire The Park at Crossroads, as if it had been acquired on January 1, 2012. The borrowings on the unsecured revolving credit facility accrue interest at a variable rate based on the date of acquisition as follows: (1) The Apartments at the Arboretum - 1.89%; (2) 21 Forty Medical District - 1.90%; and (3) The Park at Crossroads - 1.88%. Additionally, a fixed rate of 6.33% was used for borrowings on the mortgage loan assumed in connection with The Park at Crossroads acquisition. A variance in interest rate of 1/8% on the revolving credit facility would have an impact of $123 on the pro forma income (loss) from continuing operations for the year ended December 31, 2012.




15



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.
 
 
ASSOCIATED ESTATES REALTY CORPORATION
 
 
 
 
 
 
 
 
 
March 13, 2013
 
/s/ Lou Fatica
(Date)
 
Lou Fatica, Vice President
 
 
Chief Financial Officer and Treasurer


16