Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'Landmark Apartment Trust of America, Inc. | ' |
Entity Central Index Key | '0001347523 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 23,936,901 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Real estate investments: | ' | ' |
Operating properties, net | $1,226,540 | $725,568 |
Cash and cash equivalents | 18,632 | 2,447 |
Accounts receivable | 1,382 | 1,879 |
Other receivables due from affiliates | 5,272 | 1,613 |
Restricted cash | 36,904 | 9,889 |
Goodwill | 10,710 | ' |
Real estate and escrow deposits | 1,840 | 529 |
Identified intangible assets, net | 41,162 | 7,548 |
Other assets, net | 17,901 | 5,543 |
Total assets | 1,360,343 | 755,016 |
Liabilities: | ' | ' |
Mortgage loan payables, net | 740,113 | 479,494 |
Unsecured notes payable to affiliates | 10,784 | ' |
Unsecured note payable | ' | 500 |
Credit facility | 130,000 | ' |
Accounts payable and accrued liabilities | 28,914 | 16,054 |
Other payables due to affiliates | 5,569 | 183 |
Acquisition contingent consideration | 3,823 | ' |
Security deposits, prepaid rent and other liabilities | 9,597 | 5,970 |
Total liabilities | 1,118,557 | 549,956 |
Stockholders' equity: | ' | ' |
Common stock, $0.01 par value; 300,000,000 shares authorized; 23,898,802 and 20,655,646 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 239 | 207 |
Additional paid-in capital | 213,708 | 186,546 |
Accumulated other comprehensive loss, net | -421 | -260 |
Accumulated deficit | -151,586 | -125,572 |
Total stockholders' equity | 61,940 | 60,921 |
Redeemable non-controlling interests in operating partnership | 175,448 | 144,139 |
Non-controlling interest | 4,398 | 0 |
Total equity | 241,786 | 205,060 |
Total liabilities and equity | 1,360,343 | 755,016 |
Series A Preferred Stock | ' | ' |
Liabilities: | ' | ' |
Cumulative non-convertible redeemable preferred stock | ' | 38,204 |
Series B Preferred Stock | ' | ' |
Liabilities: | ' | ' |
Cumulative non-convertible redeemable preferred stock | ' | 9,551 |
Series D Preferred Stock | ' | ' |
Liabilities: | ' | ' |
Cumulative non-convertible redeemable preferred stock | $189,757 | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 23,898,802 | 20,655,646 |
Common stock, shares outstanding | 23,898,802 | 20,655,646 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Rental income | $35,062 | $11,499 | $82,104 | $31,473 |
Other property revenues | 4,254 | 1,555 | 10,496 | 4,144 |
Management fee income | 1,360 | 576 | 2,953 | 2,010 |
Reimbursed income | 3,739 | 2,637 | 8,416 | 7,813 |
Total revenues | 44,415 | 16,267 | 103,969 | 45,440 |
Expenses: | ' | ' | ' | ' |
Rental expenses | 17,546 | 6,094 | 41,941 | 16,106 |
Property lease expense | 664 | 1,045 | 2,217 | 3,174 |
Reimbursed expense | 3,739 | 2,637 | 8,416 | 7,813 |
General, administrative and other expense | 5,061 | 5,407 | 11,582 | 10,704 |
Acquisition-related expenses | 9,327 | 15,035 | 11,967 | 16,644 |
Depreciation and amortization | 20,576 | 3,260 | 43,837 | 8,668 |
Total expenses | 56,913 | 33,478 | 119,960 | 63,109 |
Other income/(expense): | ' | ' | ' | ' |
Interest expense, net | -10,321 | -3,433 | -23,074 | -8,507 |
Preferred dividends classified as interest expense | -5,519 | -799 | -8,324 | -799 |
Disposition right income | ' | ' | 1,231 | ' |
Loss on debt and preferred stock extinguishment | ' | ' | -10,220 | ' |
Loss from continuing operations before income tax | -28,338 | -21,443 | -56,378 | -26,975 |
Income tax (expense)/benefit | -41 | ' | 3,078 | ' |
Loss from continuing operations | -28,379 | -21,443 | -53,300 | -26,975 |
Income from discontinued operations | 3,471 | 203 | 10,540 | 519 |
Net loss | -24,908 | -21,240 | -42,760 | -26,456 |
Less: Net loss attributable to redeemable non-controlling interests in operating partnership | 12,640 | 246 | 21,482 | 246 |
Net loss attributable to non-controlling interest | 422 | ' | 422 | ' |
Net loss attributable to common stockholders | -11,846 | -20,994 | -20,856 | -26,210 |
Other comprehensive income/(loss): | ' | ' | ' | ' |
Change in cash flow hedges attributable to redeemable non-controlling interests in operating partnership | 423 | ' | 373 | ' |
Change in cash flow hedges | -844 | ' | -534 | ' |
Comprehensive loss attributable to common stockholders | ($12,267) | ($20,994) | ($21,017) | ($26,210) |
Earnings per weighted average common share - basic and diluted: | ' | ' | ' | ' |
Loss per share from continuing operations attributable to common stockholders | ($0.57) | ($1.04) | ($1.17) | ($1.33) |
Income per share from discontinued operations attributable to common stockholders | $0.07 | $0.01 | $0.23 | $0.03 |
Net loss per share attributable to common stockholders - basic and diluted | ($0.50) | ($1.03) | ($0.94) | ($1.30) |
Weighted average number of common shares outstanding - basic and diluted | 23,847,912 | 20,331,515 | 22,223,118 | 20,113,002 |
Weighted average number of common units held by non-controlling interests - basic and diluted | 23,649,520 | 561,893 | 21,414,208 | 188,665 |
Distributions declared per common share | $0.08 | $0.08 | $0.23 | $0.23 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss, net | Accumulated Deficit | Total Stockholders' Equity | Redeemable Non - Controlling Interests Operating Partnership | Non - Controlling Interest |
In Thousands, except Share data | ||||||||
Balance at Dec. 31, 2012 | $205,060 | $207 | $186,546 | ($260) | ($125,572) | $60,921 | $144,139 | ' |
Balance (in Shares) at Dec. 31, 2012 | ' | 20,655,646 | ' | ' | ' | ' | ' | ' |
Change in cash flow hedges | -534 | ' | ' | -161 | ' | -161 | -373 | ' |
Issuance of common stock | 24,994 | 30 | 24,964 | ' | ' | 24,994 | ' | 0 |
Issuance of common stock (in shares) | ' | 3,067,032 | ' | ' | ' | ' | ' | ' |
Issuance of vested and nonvested restricted common stock | 8 | ' | 8 | ' | ' | 8 | ' | ' |
Issuance of vested and non vested restricted common stock, Shares | ' | 5,000 | ' | ' | ' | ' | ' | ' |
Offering costs | -367 | ' | -367 | ' | ' | -367 | ' | ' |
Issuance of LTIP units | 800 | ' | 800 | ' | ' | 800 | ' | ' |
Amortization of deferred compensation and LTIP unit compensation | 364 | ' | 364 | ' | ' | 364 | ' | ' |
Issuance of common stock under the Amended and Restated DRIP | 1,395 | 2 | 1,393 | ' | ' | 1,395 | ' | ' |
Issuance of common stock under the Amended and Restated DRIP (in shares) | ' | 171,124 | ' | ' | ' | ' | ' | ' |
Distributions | -10,295 | ' | ' | ' | -5,158 | -5,158 | -5,137 | ' |
Issuance of limited partnership units for acquisition of properties and ELRM business | 58,301 | ' | ' | ' | ' | ' | 58,301 | ' |
Net loss attributable to redeemable non-controlling interests in operating partnership | -21,482 | ' | ' | ' | ' | ' | -21,482 | ' |
Non-controlling interests | 4,820 | ' | ' | ' | ' | ' | ' | 4,820 |
Net loss attributable to non-controlling interest | -422 | ' | ' | ' | ' | ' | ' | -422 |
Net loss attributable to common stockholders | -20,856 | ' | ' | ' | -20,856 | -20,856 | ' | ' |
Balance at Sep. 30, 2013 | $241,786 | $239 | $213,708 | ($421) | ($151,586) | $61,940 | $175,448 | $4,398 |
Balance (in Shares) at Sep. 30, 2013 | ' | 23,898,802 | ' | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($42,760) | ($26,456) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization (including deferred financing costs, debt discount and discontinued operations) | 44,653 | 11,241 |
Gain on sale of operating property | -10,019 | ' |
Disposition right income | -1,231 | ' |
Loss on debt and preferred stock extinguishment | 10,220 | ' |
Deferred income tax benefit | -3,320 | ' |
Accretion expense related to preferred stock | 1,599 | ' |
Fair value adjustment related to warrant liabilities | -431 | ' |
Fair value adjustment related to acquisition contingent consideration | -922 | ' |
Equity based compensation | 1,172 | 3,155 |
Issuance of redeemable non-controlling interests in operating partnership for services rendered in the acquisition of the Affiliated Properties | 6,693 | ' |
Issuance of common stock for services rendered for the Recapitalization Transaction | ' | 1,834 |
Bad debt expense | 837 | 229 |
Changes in operating assets and liabilities: | ' | ' |
Increase in operating assets | -22,117 | -2,335 |
Increase in operating liabilities | 27,290 | 1,444 |
Net cash provided/(used in) by operating activities | 11,664 | -10,888 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Acquisition of real estate operating properties, net | -336,897 | -46,078 |
Proceeds from the sale of operating property, net | 24,480 | ' |
Cash received from property management termination fees | ' | 173 |
Capital expenditures | -6,022 | -1,372 |
Purchase deposits on real estate acquisitions | -1,312 | -3,565 |
Change in restricted cash - capital replacement reserves | -19,199 | -293 |
Net cash used in investing activities | -338,950 | -51,135 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from the issuance of mortgage loan payables | 140,759 | 32,045 |
Payments on mortgage loan payables | -52,926 | -988 |
Payment on unsecured note payable | ' | -7,750 |
Borrowings on credit facility | 130,000 | ' |
Proceeds from the issuance of common stock | 16,750 | ' |
Proceeds from the issuance of redeemable preferred stock | 198,793 | 50,000 |
Payment of prepayment penalties and deferred financing costs | -20,610 | -2,305 |
Redemption of preferred stock | -60,000 | ' |
Payment of offering costs | -367 | -7 |
Distributions paid to common stockholders | -3,550 | -3,035 |
Distributions paid to holders of LTIP Units | -141 | -9 |
Distributions paid to redeemable non-controlling interests in operating partnership | -5,237 | -33 |
Net cash provided by financing activities | 343,471 | 67,918 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 16,185 | 5,895 |
CASH AND CASH EQUIVALENTS - Beginning of period | 2,447 | 1,091 |
CASH AND CASH EQUIVALENTS - End of period | 18,632 | 6,986 |
Cash paid for: | ' | ' |
State income taxes | 242 | 112 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ' | ' |
Mortgage loan payables assumed with the acquisition of properties, net of premium | 220,059 | 26,186 |
Unsecured notes payable to affiliate | 10,284 | ' |
Issuance of redeemable non-controlling interests in operating partnership for acquisition of properties and the ELRM Transaction including settlement of contingent consideration | 51,420 | 14,630 |
Issuance of common stock for the acquisition of properties | 8,244 | 2,100 |
Release of mortgage loan payable on the sale of a property | 45,612 | ' |
Issuance of common stock under the Amended and Restated DRIP | 1,395 | 1,478 |
Issuance of limited partnership units due to reinvestment of distribution | 189 | ' |
Change in other comprehensive loss | 534 | ' |
Mortgage Loan Payables | ' | ' |
Cash paid for: | ' | ' |
Interest on mortgage loan payables and credit facility | 20,509 | 9,441 |
Preferred Stock | ' | ' |
Cash paid for: | ' | ' |
Interest on mortgage loan payables and credit facility | 9,307 | ' |
Common Stock | ' | ' |
Unpaid: | ' | ' |
Distributions declared but not paid | 597 | 521 |
LTIP Units | ' | ' |
Unpaid: | ' | ' |
Distributions declared but not paid | ' | 9 |
Redeemable Non - Controlling Interests Operating Partnership | ' | ' |
Unpaid: | ' | ' |
Distributions declared but not paid | $646 | $45 |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Organization and Description of Business | ' | ||||||||
1. Organization and Description of Business | |||||||||
Landmark Apartment Trust of America, Inc., a Maryland corporation, was incorporated on December 21, 2005. We conduct substantially all of our operations through Landmark Apartment Trust of America Holdings, LP, or our operating partnership. We are in the business of acquiring, holding and managing a diverse portfolio of quality apartment communities with stable cash flows and growth potential in select metropolitan areas in the Southern United States. We may also acquire and have acquired other real estate-related investments. We focus primarily on investments that produce current income. We are self-administered and self-managed, in that we provide our own investment, administrative and management services internally through our own employees. We have qualified and elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes and we intend to continue to be taxed as a REIT. | |||||||||
On February 24, 2011, our board of directors adopted the Second Amended and Restated Distribution Reinvestment Plan, or the Amended and Restated DRIP, effective as of March 11, 2011. The Amended and Restated DRIP is designed to offer our existing stockholders a simple and convenient method of purchasing additional shares of our common stock by reinvesting cash distributions. The Amended and Restated DRIP offers up to 10,000,000 shares of our common stock for reinvestment for a maximum offering of up to $95.0 million. Participants in the Amended and Restated DRIP are required to have the full amount of their cash distributions with respect to all shares of stock owned by them reinvested pursuant to the Amended and Restated DRIP. Pursuant to the Amended and Restated DRIP, distributions are reinvested in shares of our common stock at a price equal to the most recently disclosed per share value, as determined by our board of directors. Effective as of August 3, 2012, the board of directors determined the fair value of our common stock, by reference to the then recently completed Recapitalization Transaction (as defined below), as reported in our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, or the 2012 Annual Report on Form 10-K, filed with the SEC on March 20, 2013. Accordingly, $8.15 is the per share price used for the purchases of shares pursuant to the Amended and Restated DRIP until such time as the board of directors provides a new estimate of share value. | |||||||||
As disclosed previously, on August 3, 2012, we and our operating partnership entered into definitive agreements (the agreements and the transactions thereunder collectively referred to as the Recapitalization Transaction) to acquire a total of 22 properties, which included 21 multifamily apartment communities and one parcel of submerged land, or the Contributed Properties, containing an aggregate of 6,079 units. The aggregate consideration for the Contributed Properties consisted generally of common units of limited partnership interests in the operating partnership, cash and assumed mortgage indebtedness. As of September 30, 2013, we had completed the acquisition of 21 of the 22 Contributed Properties. The acquisition of the last of the Contributed Properties, known as Andros Isles Apartments, or the Andros property, is subject to the satisfaction of various customary closing conditions and certain earn-out provisions, whereby we are obligated to pay up to $4.0 million of additional consideration contingent upon the satisfaction of certain net operating income levels for such property over a four-year period. | |||||||||
On June 28, 2013, our company and the operating partnership entered into a series of definitive agreements which collectively set forth the terms and conditions pursuant to which we agreed to issue and sell for cash to iStar Apartment Holdings LLC, or iStar, a Delaware limited liability company and an affiliate of iStar Financial Inc., and BREDS II Q Landmark LLC, a Delaware limited liability company, or BREDS (BREDS and iStar are collectively referred to herein as the Investors), an aggregate of up to $219.0 million in shares of our 8.75% Series D Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, or the Series D Preferred Stock, a new series of our company’s preferred stock. Holders of the Series D Preferred Stock are entitled to cumulative cash dividends of 14.47% per annum, compounded monthly. On June 28, 2013, we issued and sold to iStar, for cash, 6,572,200 shares of the Series D Preferred Stock, at a price of $10.00 per share, for an aggregate of $65.7 million, and to BREDS, for cash, 3,286,100 shares of the Series D Preferred Stock, at a price of $10.00 per share, for an aggregate of $32.9 million. We used part of the proceeds from the sale of the Series D Preferred Stock to redeem all issued and outstanding shares of our 9.75% Series A Cumulative Non-Convertible Preferred Stock, or the Series A Preferred Stock, and the 9.75% Series B Cumulative Non-Convertible Preferred Stock, or the Series B Preferred Stock, in full, for cash, in the aggregate amount of $56.2 million and $11.2 million, respectively. We used the remaining proceeds to acquire and renovate additional multifamily properties. In addition, until December 28, 2013, and subject to certain conditions, we can require the Investors to purchase up to an aggregate of 12,041,700 additional shares of Series D Preferred Stock for cash at a price of $10.00 per share, for an aggregate of $120.4 million. Accordingly, in the quarter ended September 30, 2013, we had issued 9,021,000 in additional shares of Series D Preferred Stock to iStar and BREDS for cash at a price of $10.00 per share, for an aggregate of $90.2 million. We used proceeds from these additional preferred share issuances to fund the acquisitions of additional properties. See Note 9, Preferred Stock and Warrants to Purchase Common Stock—Series D Preferred Stock, and Note 16, Subsequent Events, for additional information. | |||||||||
On July 1, 2013, we and our operating partnership entered into a series of definitive agreements that collectively set forth the terms and conditions pursuant to which we agreed to: | |||||||||
• | acquire from Elco Landmark Residential Holdings LLC, or EL, and certain of its affiliates, or collectively, the Affiliated Entities, a portfolio of seven multifamily apartment communities, or the Affiliated Properties, containing an aggregate of 1,982 units, in a transaction pursuant to which the Affiliated Entities assigned, sold or contributed, as applicable, 100% of the outstanding equity interests in each entity that owns, directly or indirectly, the Affiliated Properties, in exchange for aggregate consideration valued at approximately $129.5 million, consisting of approximately (i) 1,200,000 in common units of limited partnership interests in our operating partnership for an aggregate of $9.8 million (subject to prorations related to standard and customary prorated amounts arising in connection with the acquisition of the Affiliated Properties); (ii) $59.1 million paid in cash; and (iii) approximately $60.6 million in assumed indebtedness encumbering the Affiliated Properties (based on principal amounts outstanding as of June 30, 2013); | ||||||||
• | issue and sell to 2335887 Limited Partnership, or the OPTrust Cash Investor, 1,840,491 shares of our common stock for $15.0 million in cash; and | ||||||||
• | issue and sell to MB Equity Holdings, Inc., an unaffiliated British Virgin Islands corporation, or MB Equity, 214,724 shares of our common stock for $1.8 million in cash. | ||||||||
The closing with respect to the acquisition of four of the Affiliated Properties occurred on July 1, 2013, and closings with respect to two of the Affiliated Properties occurred on July 3, 2013. The closing of the acquisition of the seventh Affiliated Property occurred on July 25, 2013. See Note 4, Real Estate Investments—Operating Properties, Net, Note 12, Equity—Common Stock, Note 13, Non-Controlling Interest—Redeemable Non-Controlling Interests in Operating Partnership and Note 15, Business Combinations—Property Acquisitions, for additional information. | |||||||||
For the nine months ended September 30, 2013, we had completed the acquisition of 30 properties, including five Contributed Properties, seven Affiliated Properties, and one property which we acquired through a consolidated joint venture arrangement, adding a total of 8,607 apartment units to our portfolio. As of September 30, 2013, we owned a total of 59 properties, including one property held through a consolidated joint venture, and one parcel of submerged land with an aggregate of 16,928 apartment units, which had an aggregate purchase price of $1.3 billion. We also managed two properties with an aggregate of 550 units owned by unaffiliated third parties and leased by subsidiaries of NNN/Mission Residential Holdings, LLC, or NNN/MR Holdings, our wholly-owned subsidiary. As a result of our acquisition of the property management business of Elco Landmark Residential Management LLC, or ELRM, on March 14, 2013, or the ELRM Transaction, we also serve as the third-party manager for another 38 properties. The table below shows the composition of the properties we owned, leased or managed as of September 30, 2013: | |||||||||
State | Number of | Number of | |||||||
Properties | Units | ||||||||
Texas | 20 | 5,373 | |||||||
North Carolina | 12 | 3,370 | |||||||
Virginia | 2 | 394 | |||||||
Georgia | 5 | 1,544 | |||||||
Florida | 14 | 3,687 | |||||||
Tennessee | 3 | 1,000 | |||||||
South Carolina | 2 | 480 | |||||||
Alabama | 1 | 1,080 | |||||||
Total Owned Properties | 59 | 16,928 | |||||||
Total Leased Properties | 2 | 550 | |||||||
Total Managed Properties | 38 | 13,667 | |||||||
For additional information regarding the completed acquisitions of certain of the Contributed Properties, see Note 4, Real Estate Investments—Operating Properties, Net and Note 15, Business Combinations—Property Acquisitions. | |||||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2013. | |
In addition, certain prior year amounts have been reclassified to conform to the current year presentation due to the breakout of warrant liabilities from the Series A Preferred Stock and the Series B Preferred Stock into security deposits, prepaid rent and other liabilities in the condensed consolidated balance sheets. | |
Income Taxes | |
During the first quarter of 2013, we evaluated the ability to realize our deferred tax asset, which was previously offset by a valuation allowance. Due to a deferred tax liability resulting from the ELRM Transaction, we believe it is more likely than not that our deferred tax asset will be realized. Accordingly, an income tax (expense)/benefit of $(41,000) and $3.1 million was recognized for the three and nine months ended September 30, 2013, respectively, which includes a reversal of the prior valuation allowance of $2.7 million. As of September 30, 2013, we have recorded a net deferred tax liability of $1.9 million, which is classified in security deposits, prepaid rent and other liabilities in the condensed consolidated balance sheets. | |
Recapitalization_Transaction
Recapitalization Transaction | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring And Related Activities [Abstract] | ' |
Recapitalization Transaction | ' |
3. Recapitalization Transaction | |
Acquired Contributed Properties | |
As of September 30, 2013, we had completed the acquisitions of 21 of the 22 Contributed Properties. See Note 4, Real Estate Investments—Operating Properties, Net and Note 15, Business Combinations—Property Acquisitions for more detail. | |
Andros Property Acquisition | |
In connection with the Recapitalization Transaction, our operating partnership entered into a definitive agreement for the acquisition of the Andros property, in exchange for aggregate consideration valued at approximately $45.0 million (subject to customary prorations), including approximately $9.1 million (subject to adjustment based on prorations and principal amortization) in limited partnership units and approximately $6.0 million in cash, as well as our assumption of approximately $29.9 million of in-place mortgage indebtedness encumbering the Andros property (based on the principal amount outstanding as of June 30, 2012). In addition, the agreement provides for the payment of up to $4.0 million of additional consideration subject to an earn-out contingency based on net operating income hurdles over a four-year period. | |
Closing of the acquisition of the Andros property is subject to the satisfaction of various customary closing conditions, including approval of the transaction by the contributing parties and the receipt of lender consents. In the event all of the conditions to closing the transaction have been satisfied or waived, other than the operating partnership’s payment of its cash obligation under the acquisition agreement, we will issue and sell to EL for cash an aggregate of up to $6.0 million in shares of our common stock. We will issue and sell these shares only to the extent necessary for the operating partnership to fund any shortfall with respect to its cash payment obligation. | |
Alternatively, EL may purchase shares of a newly established series of our cumulative redeemable non-convertible preferred stock, at a price of $10.00 per share. If issued and sold, such series of preferred stock will be issued with non-detachable warrants to purchase shares of our common stock with warrant coverage equal to the aggregate purchase price of such shares. | |
We anticipate completing the acquisition of the Andros property in the first quarter of 2014. However, there is no assurance that the conditions to closing will be satisfied. Failure to satisfy closing conditions could delay or prevent the closing of the Andros contribution transaction. | |
Real_Estate_Investments_Operat
Real Estate Investments - Operating Properties, Net | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Real Estate [Abstract] | ' | ||||||||||||
Real Estate Investments - Operating Properties, Net | ' | ||||||||||||
4. Real Estate Investments — Operating Properties, Net | |||||||||||||
The investments in our consolidated operating properties, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Land | $ | 193,522 | $ | 103,159 | |||||||||
Land improvements | 101,738 | 61,242 | |||||||||||
Building and improvements | 982,997 | 609,241 | |||||||||||
Furniture, fixtures and equipment | 26,570 | 17,515 | |||||||||||
1,304,827 | 791,157 | ||||||||||||
Less: accumulated depreciation | (78,287 | ) | (65,589 | ) | |||||||||
$ | 1,226,540 | $ | 725,568 | ||||||||||
Depreciation expense for the three months ended September 30, 2013 and 2012 was $9.8 million and $2.9 million, respectively, and for the nine months ended September 30, 2013 and 2012, was $23.9 million and $8.2 million, respectively. | |||||||||||||
Real Estate Acquisitions | |||||||||||||
During the nine months ended September 30, 2013, we completed the acquisition of five of the Contributed Properties and 25 additional properties, as set forth below (in thousands, except unit data): | |||||||||||||
Property Description | Date Acquired | Number | Total | ||||||||||
of Units | Purchase | ||||||||||||
Price per | |||||||||||||
Purchase | |||||||||||||
Agreement | |||||||||||||
Richmond on the Fairway — Lawrenceville, GA | January 31, 2013 | 243 | $ | 10,500 | |||||||||
Landmark at Brighton Colony — Charlotte, NC | February 28, 2013 | 276 | $ | 30,000 | |||||||||
Landmark at Greenbrooke Commons — Charlotte, NC | February 28, 2013 | 279 | $ | 34,000 | |||||||||
Landmark at Mallard Creek — Charlotte, NC | 28-Mar-13 | 240 | $ | 18,750 | |||||||||
Monterra Pointe — Arlington, TX | 29-Mar-13 | 200 | $ | 12,088 | |||||||||
Palisades at Bear Creek — Euless, TX | 29-Mar-13 | 120 | $ | 8,050 | |||||||||
Crestmont Reserve — Dallas, TX | 29-Mar-13 | 242 | $ | 18,800 | |||||||||
Kensington Station — Bedford, TX | 29-Mar-13 | 238 | $ | 15,150 | |||||||||
Reserve at River Walk — Columbia, SC | 30-Apr-13 | 220 | $ | 15,255 | |||||||||
Victoria Park — Charlotte, NC | 30-Apr-13 | 380 | $ | 20,500 | |||||||||
Landmark at Barton Creek — Austin, TX | 28-Jun-13 | 298 | $ | 37,500 | |||||||||
Landmark at Monaco Gardens — Charlotte, NC | 28-Jun-13 | 276 | $ | 20,881 | |||||||||
Grand Terraces — Charlotte, NC | 1-Jul-13 | 240 | $ | 15,750 | |||||||||
Stanford Reserve — Charlotte, NC | 1-Jul-13 | 310 | $ | 15,100 | |||||||||
Courtyards on the River — Tampa, FL | 1-Jul-13 | 296 | $ | 16,250 | |||||||||
Fountain Oaks — Jacksonville, FL | 1-Jul-13 | 160 | $ | 7,000 | |||||||||
Caveness Farms — Wake Forest, NC | 3-Jul-13 | 288 | $ | 26,675 | |||||||||
Lexington on the Green — Raleigh, NC | 3-Jul-13 | 384 | $ | 23,500 | |||||||||
Landmark at Wynton Pointe — Nashville, TN | 23-Jul-13 | 380 | $ | 32,390 | |||||||||
Landmark at Gleneagles — Dallas, TX | 23-Jul-13 | 590 | $ | 42,250 | |||||||||
Landmark at Prescott Woods — Austin, TX | 23-Jul-13 | 364 | $ | 24,300 | |||||||||
Avondale by the Lakes — St. Petersburg, FL | 25-Jul-13 | 304 | $ | 18,450 | |||||||||
Landmark at Stafford Landing — Ocoee, FL (1) | 31-Jul-13 | 522 | $ | 34,800 | |||||||||
Landmark at Savoy Square — Clearwater, FL | 16-Aug-13 | 182 | $ | 10,000 | |||||||||
Landmark at Ocean Breeze — Melbourne, FL | 16-Aug-13 | 224 | $ | 9,400 | |||||||||
Grand Arbor Reserve — Raleigh, NC | 20-Aug-13 | 297 | $ | 22,750 | |||||||||
Landmark at Battleground Park — Greensboro, NC | September 9, 2013 | 240 | $ | 14,780 | |||||||||
Landmark at Glenview Reserve — Nashville, TN | 9-Sep-13 | 360 | $ | 22,300 | |||||||||
Landmark at Lyncrest Reserve — Nashville, TN | September 20, 2013 | 260 | $ | 21,220 | |||||||||
Landmark at Preston Wood — Richardson, TX | September 20, 2013 | 194 | $ | 12,250 | |||||||||
-1 | The Landmark at Stafford Landing property was purchased through our joint venture with Legacy Stafford Landing, LLC. See Consolidated Joint Venture below, for additional information. | ||||||||||||
Consolidated Joint Venture | |||||||||||||
On July 31, 2013, we purchased Landmark at Stafford Landing property through our joint venture with Legacy Stafford Landing, LLC. We own a 60.19% controlling interest and our joint venture partner owns a 39.81% non-controlling interest in Landmark at Stafford Landing, LLC, which is the entity that owns the Landmark of Stafford Landing property. The joint venture is consolidated due to our controlling interest in Landmark at Stafford Landing, LLC. | |||||||||||||
Real_Estate_Disposition_Activi
Real Estate Disposition Activities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||||||||||
Real Estate Disposition Activities | ' | ||||||||||||||||
5. Real Estate Disposition Activities | |||||||||||||||||
During the nine months ended September 30, 2013, we sold two properties with an aggregate of 700 apartment units for a combined purchase price of $71.7 million. We received cash proceeds of $24.5 million net of certain prorations and other closing adjustments. In conjunction with the disposition of these properties, mortgage note payables of $45.6 million were released. As of the date of disposal, the properties had a net carrying value of $60.2 million. | |||||||||||||||||
The operations have been presented as income from discontinued operations in the accompanying condensed consolidated statements of comprehensive loss. The gain on sale from these properties is classified in income from discontinued operations on the condensed consolidated statements of comprehensive loss. | |||||||||||||||||
Accordingly, certain reclassifications have been made to prior years to reflect discontinued operations consistent with current year presentation. | |||||||||||||||||
The following is a summary of income from discontinued operations for the periods presented (dollars in thousands): | |||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||
Rental income | $ | 695 | $ | 1,900 | $ | 3,604 | $ | 5,485 | |||||||||
Other property revenues | 142 | 246 | 584 | 762 | |||||||||||||
837 | 2,146 | 4,188 | 6,247 | ||||||||||||||
Rental expenses | (349 | ) | (789 | ) | (1,583 | ) | (2,244 | ) | |||||||||
Interest expense, net | (250 | ) | (541 | ) | (1,057 | ) | (1,633 | ) | |||||||||
Depreciation and amortization expense | (166 | ) | (613 | ) | (1,027 | ) | (1,851 | ) | |||||||||
(765 | ) | (1,943 | ) | (3,667 | ) | (5,728 | ) | ||||||||||
Income before net gain on the sale of property | 72 | 203 | 521 | 519 | |||||||||||||
Net gain on the sale of property | 3,399 | — | 10,019 | — | |||||||||||||
Income from discontinued operations | $ | 3,471 | $ | 203 | $ | 10,540 | $ | 519 | |||||||||
Identified_Intangible_Assets_N
Identified Intangible Assets, Net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Identified Intangible Assets, Net | ' | ||||||||
6. Identified Intangible Assets, Net | |||||||||
Identified intangible assets, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Disposition fee rights (1) | $ | 830 | $ | 1,580 | |||||
In-place leases, net of accumulated amortization of $22.3 million and $3.9 million as of September 30, 2013 and December 31, 2012, respectively (with a weighted average remaining life of 5.6 months and 4.7 months as of September 30, 2013 and December 31, 2012, respectively) | 20,753 | 5,968 | |||||||
Trade name and trade marks (indefinite lives) | 200 | — | |||||||
Property management contracts, net of accumulated amortization of $1.5 million and $0 as of September 30, 2013 and December 31, 2012, respectively (with a weighted average remaining life of 168.8 months and 0 months as of September 30, 2013 and December 31, 2012, respectively) | 19,379 | — | |||||||
$ | 41,162 | $ | 7,548 | ||||||
-1 | On March 28, 2013 and June 28, 2013, we purchased the Landmark at Mallard Creek and the Landmark at Monaco Gardens properties, respectively, which were owned by unaffiliated third parties and leased by subsidiaries of NNN/MR Holdings, a wholly owned subsidiary of the Company. Pursuant to each master lease, or other operative agreement, between each master tenant subsidiary of NNN/MR Holdings and the respective third-party property owners, NNN/MR Holdings was entitled to a 5% disposition fee of the purchase price in the event that any of the leased properties were sold. We recognized disposition fee right intangibles at the time of our acquisition of NNN/MR Holdings in the aggregate amount of $750,000. Based on the aggregate purchase price we paid for the properties of $39.6 million, the resulting disposition fee due to NNN/MR Holdings would have been $2.0 million and the consideration paid at acquisition was accordingly reduced by this amount. The excess of the disposition fee over the recorded disposition fee right intangible during the nine months ended September 30, 2013 was $1.2 million, and was recorded as disposition right income in our condensed consolidated statements of comprehensive loss. | ||||||||
As of September 30, 2013 and December 31, 2012, we had net lease above market intangibles of $1.6 million and $0, respectively, which are classified as a liability in security deposits, prepaid rent and other liabilities in our condensed consolidated balance sheets. We amortize our net lease above market intangibles on a straight-line basis as an increase to rental income. | |||||||||
Amortization expense recorded on the identified intangible assets for the three months ended September 30, 2013 and 2012 was $10.7 million and $371,000, respectively, and for the nine months ended September 30, 2013 and 2012 was $19.9 million and $473,000, respectively. | |||||||||
Other_Assets_Net
Other Assets, Net | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Other Assets, Net | ' | ||||||||
7. Other Assets, Net | |||||||||
Other assets, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred financing costs, net of accumulated amortization of $3.0 million and $1.8 million as of September 30, 2013 and December 31, 2012, respectively (1) | $ | 13,699 | $ | 4,509 | |||||
Prepaid expenses and deposits | 3,727 | 992 | |||||||
Fair value of cap rate agreement | 475 | 42 | |||||||
$ | 17,901 | $ | 5,543 | ||||||
-1 | During the nine months ended September 30, 2013, we wrote off unamortized deferred financing costs of $1.5 million to loss on debt and preferred stock extinguishment in our condensed consolidated statements of comprehensive loss. See Note 8, Debt—Loss on Debt Extinguishment, for more information on the write-off of unamortized deferred financing costs related to debt extinguishments. | ||||||||
Amortization expense recorded on the deferred financing costs for the three months ended September 30, 2013 and 2012 was $1.1 million and $216,000, respectively, and for the nine months ended September 30, 2013 and 2012 was $2.5 million and $323,000, respectively. Amortization expense recorded on the deferred financing costs is included in interest expense in our accompanying condensed consolidated statements of comprehensive loss. | |||||||||
Debt
Debt | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Debt | ' | ||||||||||||
8. Debt | |||||||||||||
Our mortgage loan payables, net, unsecured notes payable to affiliates and variable rate secured credit facility with Bank of America, N.A. and certain other lenders, or the Credit Facility, as of September 30, 2013 and December 31, 2012, are summarized below (dollars in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Mortgage loan payables — fixed | $ | 561,040 | $ | 353,102 | |||||||||
Mortgage loan payables — variable | 169,481 | 116,719 | |||||||||||
Total secured fixed and variable rate debt | 730,521 | 469,821 | |||||||||||
Premium, net | 9,592 | 9,673 | |||||||||||
Total mortgage loan payables, net | 740,113 | 479,494 | |||||||||||
Credit Facility | 130,000 | — | |||||||||||
Total secured fixed and variable rate debt, net | $ | 870,113 | $ | 479,494 | |||||||||
Unsecured notes payable to affiliates | $ | 10,784 | $ | — | |||||||||
Unsecured note payable | — | 500 | |||||||||||
Total unsecured notes | $ | 10,784 | $ | 500 | |||||||||
Scheduled payments and maturities of mortgage loan payables, net, unsecured notes payable to affiliates and the Credit Facility outstanding at September 30, 2013 were as follows (dollars in thousands): | |||||||||||||
Year | Secured notes | Secured notes | Unsecured notes | ||||||||||
payments (1) | maturities | maturities | |||||||||||
2013 | $ | 2,233 | $ | — | $ | — | |||||||
2014 | 9,360 | 29,714 | — | ||||||||||
2015 | 8,615 | 245,067 | 500 | ||||||||||
2016 | 8,356 | 83,338 | — | ||||||||||
2017 | 7,763 | 99,726 | — | ||||||||||
Thereafter | 19,104 | 347,245 | 10,284 | ||||||||||
$ | 55,431 | $ | 805,090 | $ | 10,784 | ||||||||
-1 | Secured note payments are comprised of the principal pay downs for mortgage loan payables. | ||||||||||||
Mortgage Loan Payables, Net | |||||||||||||
Mortgage loan payables, net were $730.5 million ($740.1 million, net of premium) and $469.8 million ($479.5 million, net of premium) as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013, we had 40 fixed rate and nine variable rate mortgage loans with effective interest rates ranging from 2.38% to 6.58% per annum, and a weighted average effective interest rate of 4.69% per annum. As of September 30, 2013, we had $561.0 million ($570.6 million, net of premium) of fixed rate debt, or 77.0% of mortgage loan payables, at a weighted average interest rate of 5.22% per annum and $169.5 million of variable rate debt, or 23.0% of mortgage loan payables, at a weighted average effective interest rate of 2.95% per annum. As of December 31, 2012, we had 26 fixed rate and six variable rate mortgage loans with effective interest rates ranging from 2.46% to 6.58% per annum, and a weighted average effective interest rate of 4.66% per annum. As of December 31, 2012, we had $353.1 million ($362.7 million, net of premium) of fixed rate debt, or 75.2% of mortgage loan payables, at a weighted average interest rate of 5.21% per annum and $116.7 million of variable rate debt, or 24.8% of mortgage loan payables, at a weighted average effective interest rate of 3.01% per annum. | |||||||||||||
We are required by the terms of certain loan documents to meet certain financial covenants, such as minimum net worth and liquidity amounts, and comply with certain financial reporting requirements. As of September 30, 2013 and December 31, 2012, we were in compliance with all such requirements. Most of the mortgage loan payables may be prepaid in whole but not in part, subject to prepayment premiums and certain tax protection agreements that we are a party to. As of September 30, 2013, 14 of our mortgage loan payables had monthly interest-only payments, while 34 of our mortgage loan payables as of September 30, 2013 had monthly principal and interest payments. | |||||||||||||
Unsecured Notes Payable to Affiliates and Unsecured Note Payable | |||||||||||||
On March 14, 2013, we, through our operating partnership as the borrower, entered into an unsecured note payable to Elco Landmark Residential Holdings II, or Holdings II, an affiliate of EL, as part of the consideration in connection with the ELRM Transaction, for $10.0 million. Between May 10, 2013 and September 23, 2013, as part of the acquisition contingent consideration in connection with the ELRM Transaction, we incurred certain obligations payable to Holdings II and issued unsecured promissory notes in the aggregate principal amount of $284,000. These unsecured notes payable to affiliate mature on the earliest of the fifth anniversary from the applicable date of issuance or the date of our company’s initial public offering on a national securities exchange. Simple interest is payable monthly or can be accrued until maturity at an annual rate of 3.00%. | |||||||||||||
As of December 31, 2012, the outstanding principal amount under the unsecured note payable to Legacy Galleria, LLC, or the Legacy Unsecured Note, was $500,000. The Legacy Unsecured Note was issued as part of the purchase of the Landmark at Magnolia Glen property on October 19, 2012. The Legacy Unsecured Note matures on August 3, 2015. Interest is payable monthly at an annual rate based on a benchmark index from the limited partnership unit distributions dividend rate or 3.68%. On July 31, 2013, Legacy Galleria, LLC became our affiliate. In connection with the joint venture transaction with Legacy at Stafford Landing, LLC, our joint venture partner, the Legacy Unsecured Note was recorded as an unsecured note payable to affiliates in our condensed consolidated balance sheets as of September 30, 2013. See Note 4, Real Estate Investments—Operating Properties, Net—Consolidated Joint Venture, for additional information. | |||||||||||||
Credit Facility | |||||||||||||
As of September 30, 2013, the outstanding principal amount under the Credit Facility was $130.0 million. The Credit Facility is in the aggregate maximum principal amount of $130.0 million and, subject to certain terms and conditions, can be increased by up to an additional $50.0 million upon approval from the lender and Series D Preferred Stock stockholders. The amount available under the Credit Facility is based on the lesser of the following: (i) the aggregate commitments of all lenders and (ii) a percentage of the appraised value for all collateral properties. The credit agreement of the Credit Facility permits multiple term loan draws, which are only available to be drawn for six months following the closing date of the Credit Facility. As of September 30, 2013, 12 of our properties were pledged as collateral under the Credit Facility and we had drawn the full $130.0 million under the Credit Facility. See Note 16, Subsequent Events for further discussion. | |||||||||||||
The Credit Facility will mature on March 7, 2015, subject to an extension of the maturity date to March 7, 2016 if certain conditions are satisfied. Pursuant to the terms of the credit agreement, we and certain of our indirect subsidiaries guaranteed all of the obligations of the operating partnership and each other guarantor under the credit agreement and the related loan documents. From time to time, the operating partnership may cause additional subsidiaries to become guarantors under the credit agreement. The Credit Facility is secured by the properties of the subsidiary guarantors. | |||||||||||||
All borrowings under the credit agreement bear interest at an annual rate equal to, at our option, (i) the highest of (A) the federal funds rate, plus one-half of 1.0% and a margin that fluctuates based on our debt yield, (B) the rate of interest as publicly announced from time to time by Bank of America, N.A. as its prime rate, plus a margin that fluctuates based on our debt yield or (C) the Eurodollar Rate (as defined in the credit agreement) for a one-month interest period plus 1.0% and a margin that fluctuates based upon our debt yield or (ii) the Eurodollar Rate (as defined in the credit agreement) plus a margin that fluctuates based upon our debt yield. As of September 30, 2013, our current annual interest rate was 3.15%, which represents the London Interbank Offered Rate, based on a six month interest period plus a base rate. We are required by the terms of Credit Facility to meet certain financial covenants, such as minimum net worth and liquidity amounts, and comply with certain financial reporting requirements. As of September 30, 2013, we were in compliance with all such requirements. | |||||||||||||
Loss on Debt Extinguishment | |||||||||||||
As of September 30, 2013, we had borrowed approximately $130.0 million under the Credit Facility. These proceeds were used, in part, to refinance existing mortgage loan payables. Certain of the refinanced mortgage loan payables were subject to prepayment penalties and write off of unamortized deferred financing costs that totaled $684,000 during the nine months ended September 30, 2013. | |||||||||||||
Preferred_Stock_and_Warrants_t
Preferred Stock and Warrants to Purchase Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | ' |
Preferred Stock and Warrants to Purchase Common Stock | ' |
9. Preferred Stock and Warrants to Purchase Common Stock | |
Series A Preferred Stock and Series B Preferred Stock | |
We previously issued and sold, for cash, 5,000,000 shares of Series A Preferred Stock, at a price of $10.00 per share, and 1,000,000 shares of Series B Preferred Stock, at a price of $10.00 per share. As described herein, on June 28, 2013, we redeemed all of the issued and outstanding shares of the Series A Preferred Stock and the Series B Preferred Stock using proceeds from our issuance of the Series D Preferred Stock. Accordingly, as of September 30, 2013, no shares of Series A Preferred Stock or Series B Preferred Stock were issued or outstanding. As of December 31, 2012, the aggregate amount in issued shares of the Series A Preferred Stock was $38.2 million, and the aggregate amount in issued shares of the Series B Preferred Stock, was $9.6 million. | |
Based on the requirement for redemption for cash, the Series A Preferred Stock and the Series B Preferred Stock were classified as a liability in our condensed consolidated balance sheet as of December 31, 2012. The preferred share liability was accreted through June 28, 2013. For the nine months ended September 30, 2013, we recorded $635,000 in accretion, which was recorded as interest expense in our consolidated statements of comprehensive loss. We redeemed the Series A Preferred Stock and the Series B Preferred Stock in the amounts of $50.0 million and $10.0 million, respectively, and wrote off the remaining unamortized accretion in the amount of $1.3 million, which is recorded as loss on debt and preferred stock extinguishments in our condensed consolidated statements of comprehensive loss. Refer to Warrants to Purchase Common Stock below. The Series A Preferred Stock and the Series B Preferred Stock were considered equity securities for federal income tax purposes. | |
The Series A Preferred Stock and the Series B Preferred Stock were entitled to a 9.75% annual distribution based on $10.00 per share recorded as preferred dividends classified as interest expense in consolidated statements of comprehensive loss through June 28, 2013. For the nine months ended September 30, 2013, we incurred $2.7 million in interest expense to holders of the Series A Preferred Stock and Series B Preferred Stock. For the three and nine months ended September 31, 2012, we incurred $799,000 in interest expense. As of September 30, 2013 and December 31, 2012, there were $0 and $1.7 million, respectively, of aggregate accumulated distributions accrued but not paid to holders of the Series A Preferred Stock and the Series B Preferred Stock. | |
Series D Preferred Stock | |
As of September 30, 2013, we had issued an aggregate of 18,879,300 shares of Series D Preferred Stock to iStar and BREDS, at $10.00 per share. In addition, until December 2013, and subject to certain conditions, we can require the Investors to purchase, on the same pro rata basis as their initial purchase of shares of Series D Preferred Stock, up to an aggregate of 3,020,000 additional shares of Series D Preferred Stock for cash at a price of $10.00 per share, for an aggregate of $30.2 million. | |
Holders of the Series D Preferred Stock are entitled to cumulative cash dividends of 14.47% per annum, compounded monthly. A portion of the cumulative cash dividend equal to 8.75% per annum compounded monthly, or the Current Dividend, is payable in cash on the 15th day of each month while the remaining amount is accrued and must be paid prior to the redemption of the Series D Preferred Stock. The Company, however, may elect to pay up to the full amount of accrued dividends on each dividend payment date. Our failure to pay in full, in cash, any Current Dividend on any applicable payment date will constitute an event of default, which could result in the dividend rate being increased to 19.97% per annum, of which 11% per annum compounded monthly will be due as the Current Dividend on the 15th of each month. Furthermore, we are restricted, subject to certain exceptions, from declaring or paying any distributions (or setting aside any funds for the payment of distributions) on our common stock at an amount greater than the current distribution rate or redeeming, repurchasing or otherwise acquiring shares of our common stock, in either case, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid in full in cash for all past dividend periods. Series D Preferred Stock dividends are recorded as preferred dividends classified as interest expense in consolidated statements of comprehensive loss. For the three months and nine months ended September 30, 2013, we incurred interest expense of $5.5 million and $5.6 million, respectively. We did not incur interest expense during the three and nine months ended September 30, 2012. | |
In addition to other preferential rights upon voluntary or involuntary liquidation, dissolution or winding up of our affairs, each holder of Series D Preferred Stock is entitled to receive liquidating distributions in cash in an amount equal to $10.00 per share plus any accrued and unpaid dividends due under the agreement, before any distribution or payment is made to the holders of our common stock upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs. | |
We are required to redeem all outstanding shares of Series D Preferred Stock on June 28, 2016, subject to a one year extension, for a cash payment to the Investors in an amount per share equal to $10.00 plus any accrued and unpaid dividends due under the agreement. Based on the requirement of redemption for cash, the Series D Preferred Stock is classified as a liability in our condensed consolidated balance sheet as of September 30, 2013. Failure to redeem the Series D Preferred Stock by any mandatory redemption date (as extended) will trigger increases in dividends due under the agreement. If an event of default occurs on our mortgage loan payables, net, the Credit Facility or other indebtedness and is continuing after an applicable cure period, there will then be an event of default on the Series D Preferred Stock. | |
In addition, in the event of a triggering event as defined in the Series D Preferred Stock agreement, we are obligated to redeem not less than 50% of the shares of the Series D Preferred Stock then outstanding, at a certain premium. This redemption feature meets the requirements to be accounted for separately as a derivative financial instrument. We measured the fair value of this derivative at the issuance date and recorded a liability for approximately $13.5 million with a corresponding discount recorded to the value of the Series D Preferred Stock. As of September 30, 2013, the fair value of this derivative remained at $13.5 million. The derivative is recorded at fair value for each reporting period, with changes in fair value being recorded through interest expense. The Series D Preferred Stock discount is accreted to its face value through the redemption date as interest expense. Interest expense recorded for the accretion of the Series D Preferred Stock discount for the three months and nine months ended September 30, 2013 was $964,000. The Series D Preferred Stock and the derivative are presented together in the condensed consolidated balance sheets as Series D cumulative non-convertible redeemable preferred stock with derivative in the amount of $189.8 million. | |
Loss on Preferred Stock Extinguishment | |
As of June 28, 2013, in connection with the redemption of the Series A Preferred Stock and the Series B Preferred Stock, we incurred a $9.5 million loss on preferred stock extinguishment consisting of $6.4 million in prepayment penalties, a write off in the amount of $2.5 million in unamortized loan accretion and deferred financing costs and $600,000 in redemption fees, which are recorded in the condensed consolidated statements of comprehensive loss in loss on debt and preferred stock extinguishment. | |
Warrants to Purchase Common Stock | |
In connection with the issuances of the Series A Preferred Stock and the Series B Preferred Stock, we issued warrants to purchase an aggregate of $60.0 million in shares of our common stock at an exercise price per share of common stock equal to: (i) $9.00 if the warrants are being exercised in connection with a “change of control” (as such term is defined in the form of warrant); or (ii) the greater of $9.00 and 80.0% of the public offering price of our common stock in our first underwritten public offering, in conjunction with which our common stock is listed for trading on the New York Stock Exchange if the warrants are being exercised during the 60-day period following such underwritten public offering. The warrants remained outstanding subsequent to the redemption of the Series A Preferred Stock and the Series B Preferred Stock and will become exercisable at any time and from time to time prior to their expiration following the completion of an underwritten public offering and in connection with a change of control. In general, the August 3, 2012 and February 27, 2013 warrants will immediately expire and cease to be exercisable upon the earliest to occur of: (i) the close of business on the later of August 3, 2015; (ii) the close of business on the date that is 60 days after the completion of the underwritten public offering (or the next succeeding business day); (iii) the consummation of a “Qualified Company Acquisition” (as such term is defined in the form of warrant); and (iv) the cancellation of the warrants by our company, at its option or at the option of the warrant holder, in connection with a change of control (other than a Qualified Company Acquisition). | |
We measured the fair value of the warrants as of September 30, 2013 and December 31, 2012 at $0.34 per warrant and $0.41 per warrant, respectively, and recorded $2.0 million as of each September 30, 2013 and December 31, 2012, reflected in security deposits, prepaid rent and other liabilities in our condensed consolidated balance sheets. The warrants are recorded at fair value for each reporting period with changes in fair value being recorded in general, administrative and other expense in the consolidated statements of comprehensive loss. See Note 14, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
10. Commitments and Contingencies | |
Litigation | |
We are not aware of any material pending legal proceedings other than ordinary routine litigation incidental to our business. | |
Environmental Matters | |
We follow a policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that we believe would require additional disclosure or the recording of a loss contingency. | |
Acquisition Contingent Consideration | |
We incurred certain contingent consideration in connection with the ELRM Transaction during the first quarter of 2013. In consideration for the contribution to the operating partnership of EL’s economic rights to earn property management fees for managing certain real estate assets, the operating partnership agreed to issue up to $10.0 million in restricted limited partnership units to EL. Additionally, EL has the opportunity to earn additional consideration in the form of restricted limited partnership units and a promissory note through a contingent consideration arrangement, which is based on projected fees that we would earn in connection with new property management agreements for properties that may be acquired by EL and certain of its affiliates. We recorded an estimated fair value of $6.7 million for this contingent consideration on March 14, 2013, which was recorded in acquisition contingent consideration in our condensed consolidated balance sheets as of March 31, 2013. During the nine months ended September 30, 2013, this liability was reduced by incurring liabilities of $2.0 million and by an adjustment to the fair value calculation of $922,000. As of September 30, 2013, we determined that the fair value of the acquisition contingent consideration was $3.8 million. Of the $2.0 million in incurred liabilities, we issued $855,000 in restricted limited partnership units as consideration for the economic rights to earn property management fees and back-end participation for managing certain real estate assets. We also incurred liabilities in the amount of $1.1 million for projected fees that we would earn in connection with new property management agreements for properties that were acquired by EL and certain of its affiliates. Of the $1.1 million in incurred liabilities, we paid $568,000, which included the issuance of $284,000 in restricted limited partnership units and promissory notes in the aggregate principal amount of $284,000. The remaining $568,000 of incurred liabilities are due on March 14, 2014 and will be paid 50% in restricted limited partnership units and 50% in promissory notes. The remaining incurred liabilities are recorded in other payables due to affiliates on the condensed consolidated balance sheets as of September 30, 2013. The $284,000 of restricted limited partnership units were issued on each of July 31, 2013 and September 23, 2013. As of September 30, 2013, the obligation due to EL in the amount of $284,000 was recorded in unsecured notes payable to affiliates on the condensed consolidated balance sheets. The change in fair value of $922,000 is recorded in general, administrative and other expense on our condensed consolidated statements of comprehensive loss. See Note 14, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. | |
During the period from the closing date of the ELRM Transaction and ending on the date that is 18 months thereafter, our operating partnership has a commitment to purchase 300,000 Class A Units in Timbercreek U.S. Multi-Residential (U.S.) Holding L.P., a Delaware limited partnership, in exchange for consideration consisting of a promissory note for $5.0 million (which will be payable in cash under certain circumstances). This commitment has been recorded in other receivables due from affiliates and other payables due to affiliates in our condensed consolidated balance sheets. | |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
11. Related Party Transactions | |
The transactions listed below cannot be construed to be at arm’s length and the results of our operations may be different than if such transactions were conducted with non-related parties. | |
Lease for Offices | |
In connection with the ELRM Transaction, we, through our operating partnership, entered into a lease agreement with Marlu Associates, Ltd., a Florida limited partnership, as the landlord, for office space located in Jupiter, Florida. Marlu Associates, Ltd. is an affiliated entity with Joseph G. Lubeck, our executive chairman and a member of our board of directors. The lease has a term of five years at an initial monthly rental of $2,750, for an aggregate rental of approximately $165,000 over the term of the lease. See Note 15, Business Combinations—ELRM Transaction, for more information on the transaction. | |
ELRM and Management Support Services Agreement | |
In connection with the Recapitalization Transaction, on August 3, 2012, ATA Property Management, LLC, or our Property Manager, entered into a management support services agreement with ELRM. During the period from January 1, 2013 to March 14, 2013, 16 of the 34 properties we owned were Contributed Properties that had management support services performed by ELRM, while 16 of our other properties had accounting services performed by ELRM. Pursuant to the management support services agreement, ELRM was entitled to receive a fee equal to 3.0% of the gross receipts for each Contributed Property. ELRM also received a fee equal to 2.0% of the gross receipts for our other properties. The management support services agreement and the additional accounting services provided by ELRM were terminated in connection with the ELRM Transaction on March 14, 2013; accordingly, we no longer pay the management support services and accounting fees to ELRM. See Note 15, Business Combinations—ELRM Transaction, for more information on the acquisition of the property management business of ELRM. | |
Messrs. Lubeck and Salkind, two of our directors, directly or indirectly, owned a pecuniary interest in ELRM. Although at the time the management support services agreement was negotiated Messrs. Lubeck and Salkind were not related parties, we consider these arrangements to be a related party transaction due to the length of time these services were provided to us by ELRM and the consideration we paid ELRM for such services. For the three months ended September 30, 2013 and 2012, we incurred approximately $0 and $25,000, respectively, and for the nine months ended September 30, 2013 and 2012, we incurred approximately $418,000 and $25,000, respectively, in both management support services fees and accounting services performed by ELRM on 32 of our 34 properties from January 1, 2013 through March 14, 2013, which are included in general, administrative and other expense in the consolidated statements of comprehensive loss. As of September 30, 2013 and December 31, 2012, we had $5.6 million and $183,000, respectively, due to EL, in connection with the ELRM Transaction and management support services performed by ELRM, which were recorded in other payables due to affiliates in our condensed consolidated balance sheets. | |
We are reimbursed between 25% and 100% by EL for the salaries we pay to certain of our employees. Amounts reimbursed represent management’s estimate of these employees’ time spent on behalf of EL. For the three and nine months ended September 30, 2013, we were reimbursed $228,750 and $391,800, respectively, by EL. | |
As a result of the ELRM Transaction, our Property Manager also serves as the third-party manager for another 38 properties, all of which are owned by EL or its affiliates. | |
As of September 30, 2013 and December 31, 2012, we had $5.3 million and $1.6 million outstanding, respectively, that were recorded in other receivables due from affiliates. The amounts outstanding represented amounts due from EL related to the acquisition of certain of the Contributed Properties and the ELRM Transaction. | |
Unsecured Notes Payable to Affiliates | |
On March 14, 2013, we entered into an unsecured note in the principal amount of $10.0 million payable to Holdings II as part of the consideration in connection with the ELRM Transaction. Also between May 10 and September 23, 2013, as part of the acquisition contingent consideration in connection with the ELRM Transaction, we incurred certain obligations payable to Holdings II and, as partial consideration, issued unsecured promissory notes in the aggregate principal amount of $284,000. See Note 8, Debt—Unsecured Notes Payable to Affiliates, for additional information on the terms of the notes. | |
On October 19, 2012, we entered into an unsecured note payable to Legacy Galleria, LLC in the amount of $500,000 which was issued as part of the purchase consideration for the Landmark at Magnolia Glen property. Legacy Galleria, LLC is an affiliate with Legacy at Stafford Landing, LLC, our joint venture partner. See Note 4, Real Estate Investments—Operating Properties, Net—Consolidated Joint Venture and Note 8, Debt—Unsecured Notes Payable to Affiliates, for additional information on the terms of the note. | |
Equity
Equity | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Equity | ' | ||||||||
12. Equity | |||||||||
Preferred Stock | |||||||||
Our charter authorizes us to issue 50,000,000 shares of our preferred stock, par value $0.01 per share. As of September 30, 2013, we had issued and outstanding 18,879,300 shares of Series D Preferred Stock. As of December 31, 2012, we had issued and outstanding 4,000,000 shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock, which were fully redeemed as of September 30, 2013. See Note 9, Preferred Stock and Warrants to Purchase Common Stock for more information on the terms of such shares. | |||||||||
Common Stock | |||||||||
Our charter authorizes us to issue up to 300,000,000 shares of our common stock. As of September 30, 2013 and December 31, 2012, we had 23,898,802 and 20,655,646 shares, respectively, of our common stock issued and outstanding. | |||||||||
During the nine months ended September 30, 2013, we issued 171,124 shares of our common stock pursuant to the Amended and Restated DRIP, 1,011,817 shares of our common stock in connection with our acquisition of two properties, 2,055, 215 shares of our common stock issued for cash and used in the acquisition of our Affiliated Properties, and 5,000 shares of our restricted common stock to our independent directors pursuant to the terms and conditions of the 2006 Award Plan. | |||||||||
Our distributions are subject to approval by our board of directors. Our common stock distributions as of September 30, 2013 and December 31, 2012 totaled $0.30 per share for each period then ended. Furthermore, we are restricted, subject to certain exceptions, from declaring or paying any distributions (or setting aside any funds for the payment of distributions) on our common stock, unless full cumulative distributions on the Series D Preferred Stock have been or contemporaneously are declared and paid in full in cash for all past distributions periods. | |||||||||
We report earnings (loss) per share pursuant to ASC Topic 260, Earnings Per Share. Basic earnings (loss) per share attributable for all periods presented are computed by dividing net income (loss) attributable to common shares for the period by the weighted average number of common shares outstanding during the period using the two class method. Diluted earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shares for the period by the weighted average number of common and dilutive securities outstanding during the period. Non-vested shares of our restricted common stock give rise to potentially dilutive shares of our common stock. As of September 30, 2013 and December 31, 2012, there were 7,400 and 5,400, respectively, non-vested shares of our restricted common stock outstanding, but such shares were excluded from the computation of diluted earnings per share because such shares were anti-dilutive during these periods. The LTIP Units could potentially dilute the basic earnings per share in future periods but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented. Further, the warrants were not included in the computation of diluted earnings per share and also would have been anti-dilutive for the periods presented. | |||||||||
Limited Partnership Units | |||||||||
As of September 30, 2013 and December 31, 2012, we had issued 25,841,779 and 18,688,221 limited partnership units to our non-controlling interest holders, respectively, for a preliminary total consideration of $210.6 million and $152.3 million, respectively, in connection with the closing of 20 of the Contributed Properties, the acquisition of 14 additional properties and the ELRM Transaction. In connection with the ELRM Transaction, EL and certain of its affiliates can receive up to an additional $5.2 million in limited partnership units based upon the preliminary valuation of these units. The limited partnership units issued as part of the ELRM Transaction are restricted and will vest in equal amounts over a period of five years, subject to certain accelerated vesting and cancellation provisions. See Note 13, Non-Controlling Interest—Redeemable Non-Controlling Interests in Operating Partnership, for further information on our limited partnership units. | |||||||||
LTIP Units | |||||||||
As of September 30, 2013 and December 31, 2012, we had issued 720,321 and 366,120 LTIP Units, respectively, to certain of our executive officers. On March 14, 2013, we issued 256,042 restricted LTIP Units, in connection with the ELRM Transaction. The restricted LTIP units will vest in equal amounts over a period of three years, subject to certain cancellation provisions. On August 27, 2013, we issued 98,159 LTIP Units as incentive compensation to certain of our executive officers. | |||||||||
Second Amended and Restated Distribution Reinvestment Plan | |||||||||
On February 24, 2011, our board of directors adopted the Amended and Restated DRIP, which became effective on March 11, 2011. The Amended and Restated DRIP, which allows participating stockholders to purchase additional shares of our common stock through the reinvestment of distributions, subject to certain conditions, offers up to 10,000,000 shares of our common stock for reinvestment for a maximum offering of up to $95.0 million. Pursuant to the Amended and Restated DRIP, distributions are reinvested in shares of our common stock at a price equal to the most recently disclosed per share value, as determined by our board of directors. Effective as of August 3, 2012, the board of directors determined that the per share value of our common stock is $8.15, which approximates fair value. Accordingly, $8.15 is the per share price used for the purchases of shares pursuant to the Amended and Restated DRIP until such time as the board of directors provides a new estimate of share value. We reserve the right to amend any aspect of the Amended and Restated DRIP at our sole discretion and without the consent of stockholders. We also reserve the right to terminate the Amended and Restated DRIP or any participant’s participation in the Amended and Restated DRIP for any reason at any time upon ten days’ prior written notice of termination. | |||||||||
For the three months ended September 30, 2013 and 2012, $465,000 and $480,000, respectively, in distributions were reinvested, and 57,028 and 56,117 shares of our common stock, respectively, were issued pursuant to the Amended and Restated DRIP. For the nine months ended September 30, 2013 and 2012, $1.4 million and $1.5 million, respectively, in distributions were reinvested, and 171,124 and 161,077 shares of our common stock, respectively, were issued pursuant to the Amended and Restated DRIP. As of September 30, 2013 and December 31, 2012, a total of $19.9 million and $18.5 million, respectively, in distributions were reinvested, and 2,131,417 and 1,960,293 shares of our common stock, respectively, were issued pursuant to the Amended and Restated DRIP. | |||||||||
2006 Award Plan | |||||||||
We adopted our 2006 Award Plan, pursuant to which our board of directors or a committee of our independent directors may make grants of options, restricted common stock awards, stock purchase rights, stock appreciation rights or other awards to our independent directors, employees and consultants. The maximum number of shares of our common stock that may be issued pursuant to our 2006 Award Plan is 2,000,000, subject to adjustment under specified circumstances. | |||||||||
Shares of restricted common stock may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. Such restrictions expire upon vesting. Shares of restricted common stock have full voting rights and rights to dividends. For the three months ended September 30, 2013 and 2012, we recognized compensation expense of $6,000 and $33,000, respectively, and for the nine months ended September 30, 2013 and 2012, we recognized compensation expense of $24,000 and $45,000, respectively, related to the restricted common stock grants, ultimately expected to vest, which has been reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock compensation expense is included in general, administrative and other expense in our accompanying consolidated statements of comprehensive loss. | |||||||||
As of September 30, 2013 and December 31, 2012, there was $60,000 and $44,000, respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to the non-vested shares of our restricted common stock. As of September 30, 2013, this expense is expected to be recognized over a remaining weighted average period of 2.99 years. | |||||||||
As of September 30, 2013 and December 31, 2012, the fair value of the nonvested shares of our restricted common stock was $67,000 and $54,000, respectively, based upon a $9.00 weighted average per share purchase price at grant date. A summary of the status of the nonvested shares of our restricted common stock as of September 30, 2013 and December 31, 2012, and the change for the nine months ended September 30, 2013, is presented below: | |||||||||
Restricted | Weighted Average Grant | ||||||||
Common Stock | Date Fair Value | ||||||||
Balance — December 31, 2012 | 5,400 | $ | 10 | ||||||
Granted | 5,000 | 8.15 | |||||||
Vested | (3,000 | ) | 8.15 | ||||||
Forfeited | — | — | |||||||
Balance — September 30, 2013 | 7,400 | $ | 9 | ||||||
Expected to vest — September 30, 2013 | 7,400 | $ | 9 | ||||||
2012 Award Plan | |||||||||
In connection with the Recapitalization Transaction, our board of directors adopted the 2012 Award Plan, which is intended to assist our company and its affiliates in recruiting and retaining individuals and other service providers with ability and initiative by enabling such persons or entities to participate in the future success of the company and its affiliates and to associate their interests with those of the company and its stockholders. The 2012 Award Plan is also intended to complement the purposes and objectives of the 2006 Award Plan through the grant of “other equity-based awards” under the 2012 Award Plan. | |||||||||
Administration of the 2012 Award Plan. The 2012 Award Plan will be administered by the administrator of our 2006 Award Plan. This summary uses the term “administrator” to refer to the board of directors or the compensation committee of the board of directors, as applicable. The administrator will approve all terms of other equity-based awards under the 2012 Award Plan. The administrator will also approve who will receive other equity-based awards under the 2012 Award Plan and the number of shares of common stock subject to each other equity-based award. | |||||||||
Eligibility. All employees of our company or any of its subsidiaries and any member of the board of directors are eligible to participate in the 2012 Award Plan. In addition, any other individual who provides significant services to our company or a subsidiary (including any individual who provides services to the company or a subsidiary of the company by virtue of employment with, or providing services to, the operating partnership) is eligible to participate in the 2012 Award Plan if the administrator, in its sole discretion, determines that the participation of such individual is in our best interest. | |||||||||
Share Authorization. The maximum aggregate number of shares of common stock that we may issue under the 2012 Award Plan, together with the number of shares issued under the 2006 Award Plan, is 2,000,000 shares of common stock. | |||||||||
Reallocation of Shares. If any award or grant under the 2012 Award Plan (including LTIP Units) or the 2006 Award Plan expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of common stock, then any common stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of additional other equity-based awards and other awards under the 2006 Award Plan. Any common stock tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any other equity-based award under the 2012 Award Plan will not reduce the number of shares of common stock available under the 2012 Award Plan or the 2006 Award Plan. | |||||||||
Other Equity-Based Awards; LTIP Units. The administrator may grant other equity-based awards under the 2012 Award Plan, including LTIP Units. Other equity-based awards are payable in cash, shares of common stock or other equity, or a combination thereof, as determined by the administrator. The terms and conditions of other equity-based awards are determined by the administrator. | |||||||||
LTIP Units are a special class of partnership interest in our operating partnership. Each LTIP Unit awarded will be deemed equivalent to an award of one share of common stock under the 2012 Award Plan, reducing the aggregate share authorization under the 2012 Award Plan and the 2006 Award Plan on a one-for-one basis (i.e., each such unit shall be treated as an award of common stock). The vesting period and other forfeiture restrictions for any LTIP Units, if any, will be determined at the time of issuance. LTIP Units, whether or not vested, will receive the same periodic per unit distributions as the limited partnership units issued by the operating partnership, which distributions will generally equal per share distributions on shares of our common stock. | |||||||||
Initially, LTIP Units will not have full parity with the limited partnership units issued by the operating partnership with respect to liquidating distributions. Under the terms of the LTIP Units, the operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in the operating partnership’s valuation from the time of grant until such event will be allocated first to the holders of LTIP Units to equalize the capital accounts of such holders with the capital accounts of holders of limited partnership units. Upon equalization of the capital accounts of the holders of LTIP Units with the other holders of limited partnership units, the LTIP Units will achieve full parity with the limited partnership units for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP Units may be converted into an equal number of limited partnership units at any time, and thereafter enjoy all the rights of the limited partnership units, including redemption/exchange rights. However, there are circumstances under which such parity would not be reached. Until and unless such parity is reached, the value that a holder of LTIP Units will realize for a given number of vested LTIP Units will be less than the value of an equal number of shares of our common stock. | |||||||||
Amendment; Duration. The board of directors may amend or terminate the 2012 Award Plan at any time; provided, however, that no amendment may adversely impair the rights of participants with respect to outstanding other equity-based awards, including holders of LTIP Units. In addition, an amendment will be contingent on approval of our stockholders if the amendment would materially increase the aggregate number of shares of common stock that may be issued under the 2012 Award Plan together with the number of shares that may be issued under the 2006 Award Plan (except as provided in connection with certain adjustments related to changes in our capital structure). No other equity-based awards may be granted under the 2012 Award Plan after January 5, 2016, which is the day before the tenth anniversary of the date that the 2006 Award Plan was adopted by the board of directors. Other equity-based awards, including LTIP Units, granted before such date shall remain valid in accordance with their terms. | |||||||||
NonControlling_Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2013 | |
Noncontrolling Interest [Abstract] | ' |
Non-Controlling Interests | ' |
13. Non-Controlling Interests | |
Redeemable Non-Controlling Interests in Operating Partnership | |
Redeemable non-controlling interests in operating partnership represent the limited partnership interests in our operating partnership held by third party entities. The limited partnership units we have issued have the rights and preferences as set forth in our partnership agreement, and may, following a 12-month holding period, become redeemable at the option of the holder, at which time we have the discretion to exchange the limited partnership units for either (i) shares of our common stock on a one-for-one basis or (ii) a cash amount equal to the product of (A) the number of redeemed limited partnership units, multiplied by (B) the “cash amount” (as defined in our partnership agreement). However, if our common stock has not become listed or admitted to trading on any national securities exchange at the time of redemption and we elect to redeem the limited partnership units for cash rather than unrestricted common stock, the cash redemption amount will be $8.15 per redeemed operating partnership unit. These non-controlling interests are recorded as equity in our consolidated balance sheet due to our ability at our sole discretion to redeem limited partnership units for unregistered shares. | |
The net income (loss) is allocated to holders of the limited partnership units based upon the weighted average number of limited partnership units outstanding to total common shares plus limited partnership units outstanding during the period. As of September 30, 2013, we had issued 25,841,779 limited partnership units for a total consideration of $210.6 million, of which: 21,215,430 limited partnership units, valued at $172.9 million, were issued in connection with the closing of 20 of the 22 Contributed Properties; 3,256,148 limited partnership units, valued at $26.5 million, were issued in connection with the acquisition of additional properties; and 1,370,201 restricted limited partnership units, valued at $11.2 million, were issued in connection with the ELRM Transaction. The restricted limited partnership units will vest in equal amounts over a period of five years and are subject to accelerated vesting, cancellation and forfeiture. If all of the limited partnership units were to be redeemed, the total redemption value would be $210.6 million as of September 30, 2013. | |
As of September 30, 2013 and December 31, 2012, distributions accrued but not paid on the limited partnership units were in the amount of $646,000 and $934,000, respectively. | |
Adjustments to our redeemable non-controlling interest in operating partnership are recorded to reflect increases or decreases in the ownership of our operating partnership by holders of the limited partnership units, including the redemption of limited partnership units for cash or in exchange for shares of our common stock, when applicable. | |
As of September 30, 2013 and December 31, 2012, we owned approximately 61.7% and 52.5% of the general and limited partnership interest in our operating partnership, respectively, and the limited partners owned approximately 38.3% and 47.5%, respectively, of the limited partnership interests in our operating partnership. | |
Non-Controlling Interest | |
Non-controlling interest represents interests of our joint venture partner in one consolidated affiliate, and is presented as part of equity in the condensed consolidated balance sheets since these interests are not redeemable. As of September 30, 2013 and December 31, 2012, the amount of non-controlling interest was $4.4 million and $0, respectively, in the condensed consolidated balance sheets. During the three and nine months ended September 30, 2013, net loss attributable to non-controlling interests was $422,000. | |
Fair_Value_of_Derivatives_and_
Fair Value of Derivatives and Financial Instruments | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Fair Value of Derivatives and Financial Instruments | ' | ||||||||||||||||||||
14. Fair Value of Derivatives and Financial Instruments | |||||||||||||||||||||
ASC Topic 825, Financial Instruments, requires disclosure of the fair value of financial instruments, whether or not recognized on the face of the balance sheet. Fair value is defined under ASC Topic 820. | |||||||||||||||||||||
Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, accounts receivable, other receivables due from affiliates, restricted cash, real estate and escrow deposits, rate cap agreement, mortgage loan payables, net, unsecured notes payable to affiliates, credit facility, accounts payable and accrued liabilities, other payables due to affiliates, acquisition contingent consideration, warrants and Series D preferred stock derivative. | |||||||||||||||||||||
We consider the carrying values of cash and cash equivalents, accounts receivable, other receivables due from affiliates, restricted cash, real estate and escrow deposits, accounts payable and accrued liabilities, and other payables due to affiliates to approximate fair value for these financial instruments because of the short period of time between origination of the instruments and their expected realization. | |||||||||||||||||||||
We have entered into interest rate cap agreements, which effectively cap the interest rate on five of our variable rate mortgage loans at a weighted average capped rate of 3.68%. An interest rate cap involves the receipt of variable-rate amounts from counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. As of September 30, 2013, the notional aggregate amount of the interest rate cap agreements was $102.1 million with the latest maturity date being July 1, 2018. We have paid total premiums to date of $676,000 in connection with the execution of the interest rate cap agreements. As of September 30, 2013 and December 31, 2012, the interest rate cap agreements were recorded at an aggregate net fair value of $475,000 and $42,000, respectively, and were included in other assets, net on our condensed consolidated balance sheets. The fair value of our interest rate cap agreements is determined using the market standard methodology of discounting the future expected cash receipts that would occur if the variable interest rate rises above the strike rate of the cap and is a Level 2 fair value calculation. These derivatives are not intended by us to be a hedge instrument, and the change in fair value is recorded to interest expense in the consolidated statements of comprehensive loss. For the three months ended September 30, 2013 and 2012, the change in fair value resulted in an increase to interest expense of $90,000 and $49,000, respectively, and for the nine months ended September 30, 2013 and 2012, the change in fair value resulted in an increase to interest expense of $145,000 and $49,000, respectively. | |||||||||||||||||||||
We assess the effectiveness of qualifying cash flow hedges both at inception and on an on-going basis. The fair values of the hedging derivatives and non-designated derivatives that are in an asset position are recorded in other assets, net on the accompanying condensed consolidated balance sheets. The fair value of derivatives that are in a liability position are included in security deposits, prepaid rent and other liabilities on the accompanying condensed consolidated balance sheets. | |||||||||||||||||||||
We have entered into interest rate swap agreements, or the hedging derivatives, for interest rate risk management purposes and in conjunction with certain variable rate secured debt to satisfy lender requirements. We do not enter into derivative transactions for trading or other speculative purposes. These swaps were transacted to reduce our exposure to fluctuations in interest rates on future debt issuances. The fair value of our swap agreements is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rate rises above or below the strike rate of the future floating rate and is a Level 2 fair value calculation. | |||||||||||||||||||||
In October 2012, we entered into three interest rate swaps in the aggregate amount of $12.4 million, in connection with which we agreed to pay a fixed rate of interest in exchange for a floating rate of interest at a future date. On March 7, 2013, we paid off the three related mortgage loan payables using borrowings on our Credit Facility and closed the three interest rate swap agreements for an aggregate of $12.4 million. | |||||||||||||||||||||
On July 31, 2013 and August 16, 2013, we entered into two interest rate swap agreements. We entered into these interest rate swap agreements for the notional amount of $32.1 million, where we have agreed to pay a fixed rate of interest in exchange for a floating rate of interest at a future date. | |||||||||||||||||||||
We have determined that the interest rate swaps, qualify as effective cash flow hedges and we have recorded the effective portion of cumulative changes in the fair value of the hedging derivatives in accumulated other comprehensive loss in the consolidated statements of equity. Amounts recorded in accumulated other comprehensive loss will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. To adjust the hedging derivatives in qualifying cash flow hedges to their fair value and recognize the impact of hedge accounting, we recorded $(844,000) and $(534,000) in other comprehensive loss for the three and nine months ended September 30, 2013, respectively. We did not record other comprehensive loss for the three and nine months ended September 30, 2012. | |||||||||||||||||||||
The following table summarizes our derivative arrangements and the consolidated hedging derivatives at September 30, 2013 and December 31, 2012 (in thousands, except interest rates): | |||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||
Non-designated | Cash Flow | Non-designated | Cash Flow | ||||||||||||||||||
Hedges | Hedges | Hedges | Hedges | ||||||||||||||||||
Interest | Interest | Interest | Interest | ||||||||||||||||||
Rate Caps | Rate Swaps | Rate Caps | Rate Swaps | ||||||||||||||||||
Notional balance | $ | 102,065 | $ | 32,100 | $ | 22,670 | $ | 12,442 | |||||||||||||
Weighted average interest rate (1) | 2.81 | % | 2.34 | % | 2.48 | % | 3.72 | % | |||||||||||||
Weighted average capped interest rate | 3.68 | % | 2.35 | % | 5.45 | % | N/A | ||||||||||||||
Earliest maturity date | 15-Mar | 20-Jul | 17-Aug | 19-Oct | |||||||||||||||||
Latest maturity date | 18-Jul | 20-Aug | 17-Aug | 19-Oct | |||||||||||||||||
Estimated fair value, asset/(liability) | $ | 475 | $ | (844 | ) | $ | 42 | $ | (310 | ) | |||||||||||
-1 | For interest rate caps, this represents the weighted average interest rate on the debt. | ||||||||||||||||||||
The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of September 30, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in thousands): | |||||||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | Carrying | |||||||||||||||||
in Active | Other | Unobservable | Estimate at | Value at | |||||||||||||||||
Markets for | Observable | Inputs | September 30, | September 30, | |||||||||||||||||
Identical Assets | Inputs | (Level 3) | 2013 Total | 2013 | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Liabilities | |||||||||||||||||||||
Mortgage loan payables, net (1) | $ | — | $ | 763,181 | $ | — | $ | 763,181 | $ | 740,113 | |||||||||||
Unsecured notes payable to affiliates (2) | — | — | 10,784 | 10,784 | 10,784 | ||||||||||||||||
Credit facility (1) | — | 130,055 | — | 130,055 | 130,000 | ||||||||||||||||
Acquisition contingent consideration (3) | — | — | 3,823 | 3,823 | 3,823 | ||||||||||||||||
Warrants (4) | — | — | 2,033 | 2,033 | 2,033 | ||||||||||||||||
Series D preferred stock derivative (5) | — | — | 13,500 | 13,500 | 13,500 | ||||||||||||||||
Liabilities at fair value | $ | — | $ | 893,236 | $ | 30,140 | $ | 923,376 | $ | 900,253 | |||||||||||
-1 | The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | ||||||||||||||||||||
-2 | The fair value is not determinable due to the related party nature of the unsecured notes payable to affiliates, other than the Legacy Unsecured Note. The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | ||||||||||||||||||||
-3 | The fair value is based on management’s inputs and assumptions relating primarily to the expected cash flows, and the timing of such cash flows, from the economic rights we acquired in connection with the ELRM Transaction that enables us to earn property management fees and subordinated participation distributions with respect to certain real estate assets. | ||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||||||||||||||||
-5 | The fair value of the Series D Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series D Preferred Stock outstanding as of the date of a triggering event as defined in the Series D Preferred Stock agreement for a premium, is determined using a modeling technique based on significant unobservable inputs calculated using a probability-weighted approach. Significant inputs include the expected timing of a triggering event, the expected timing of additional issuances of Series D Preferred Stock, and the discount rate. | ||||||||||||||||||||
The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in thousands): | |||||||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | Carrying | |||||||||||||||||
in Active | Other | Unobservable | Estimate at | Value at | |||||||||||||||||
Markets for | Observable | Inputs | December 31, | December 31, | |||||||||||||||||
Identical Assets | Inputs | (Level 3) | 2012 Total | 2012 | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Liabilities | |||||||||||||||||||||
Mortgage loan payables, net (1) | $ | — | $ | 498,824 | $ | — | $ | 498,824 | $ | 479,494 | |||||||||||
Unsecured notes payable (2) | — | — | 500 | 500 | 500 | ||||||||||||||||
Warrants (3) | — | — | 2,066 | 2,066 | 2,066 | ||||||||||||||||
Liabilities at fair value | $ | — | $ | 498,824 | $ | 2,566 | $ | 501,390 | $ | 482,060 | |||||||||||
-1 | The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | ||||||||||||||||||||
-2 | The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | ||||||||||||||||||||
-3 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||||||||||||||||
The table below provides a reconciliation of the fair values of the unsecured notes payable to affiliates, acquisition contingent consideration, warrant liability and Series D preferred stock derivative measured on a recurring basis for which the Company has designated as Level 3 (dollars in thousands): | |||||||||||||||||||||
Unsecured | Acquisition | Warrants | Series D | ||||||||||||||||||
Notes | Contingent | Preferred | |||||||||||||||||||
Payable to | Stock | ||||||||||||||||||||
Affiliates | Consideration | Derivative | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | 2,066 | $ | — | |||||||||||||
Additions | 10,284 | 6,734 | 398 | 13,500 | |||||||||||||||||
Change due to liability realized | — | (1,989 | ) | — | — | ||||||||||||||||
Changes in fair value (1) | — | (922 | ) | (431 | ) | — | |||||||||||||||
Balance at September 30, 2013 | $ | 10,284 | $ | 3,823 | $ | 2,033 | $ | 13,500 | |||||||||||||
-1 | Reflected in general, administrative and other expense on the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2013. | ||||||||||||||||||||
There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the nine months ended September 30, 2013. | |||||||||||||||||||||
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
15. Business Combinations | |||||||||
2013 Property Acquisitions | |||||||||
For the nine months ended September 30, 2013, we completed the acquisition of 30 properties, including five Contributed Properties, seven Affiliated Properties, and one property which we purchased through a joint venture arrangement, adding a total of 8,607 apartment units to our property portfolio. The aggregate purchase price was approximately $610.6 million, plus closing costs and acquisition fees of $10.5 million, which are included in acquisition-related expenses in our accompanying condensed consolidated statements of comprehensive loss. See Note 4, Real Estate Investments—Operating Properties, Net—Real Estate Acquisitions, for a listing of the properties acquired and the dates of the acquisitions. | |||||||||
Results of operations for the property acquisitions are reflected in our condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2013 for the period subsequent to the acquisition dates. For the period from the acquisition dates through September 30, 2013, we recognized $21.5 million in revenues and $17.6 million in net loss for the newly acquired properties. | |||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the time of acquisition (dollars in thousands): | |||||||||
September 30, | |||||||||
2013 | |||||||||
Land | $ | 99,602 | |||||||
Land improvements | 44,411 | ||||||||
Building and improvements | 425,624 | ||||||||
Furniture, fixtures and equipment | 10,453 | ||||||||
In-place leases | 33,195 | ||||||||
(Above)/below market leases | (2,650 | ) | |||||||
Fair market value of assumed debt | (220,059 | ) | |||||||
Other assets/liabilities, net | (4,994 | ) | |||||||
Total | 385,582 | ||||||||
Equity/limited partnership unit consideration | (48,685 | ) | |||||||
Net cash consideration | $ | 336,897 | |||||||
In accordance with ASC Topic 805, we allocated the preliminary purchase price of the 30 properties, including five Contributed Properties and one property held through a consolidated joint venture, to the fair value of assets acquired and liabilities assumed, including allocating to the intangibles associated with the in place leases, above market leases and the above/below market of assumed debt. Certain allocations as of September 30, 2013 are subject to change based on finalization of the value of consideration paid and information to be received related to one or more events at the time of purchase, which confirm the value of an asset acquired or a liability assumed in an acquisition of a property. | |||||||||
2012 Property Acquisitions | |||||||||
For the nine months ended September 30, 2012, we completed the acquisition of four consolidated properties, including a submerged parcel of land, adding a total of 953 apartment units to our property portfolio. The aggregate purchase price was $89.6 million, plus closing costs and acquisition fees of $726,000, which are included in acquisition-related expenses in our accompanying condensed consolidated statements of operations. | |||||||||
Results of operations for the property acquisitions are reflected in our condensed consolidated statements of operations for the three and nine months ended September 30, 2012 for the period subsequent to the acquisition dates. For the period from the acquisition dates through September 30, 2012, we recognized $1.4 million in revenues and $440,000 in net loss for the newly acquired properties. | |||||||||
The following table summarizes the fair value of the assets acquired and liabilities assumed at the time of acquisition (dollars in thousands): | |||||||||
September 30, | |||||||||
2012 | |||||||||
Land | $ | 14,607 | |||||||
Land improvements | 4,543 | ||||||||
Building and improvements | 65,920 | ||||||||
Furniture, fixtures and equipment | 1,338 | ||||||||
In-place leases | 2,301 | ||||||||
Fair market value of assumed debt | (26,189 | ) | |||||||
Other assets/liabilities, net | 288 | ||||||||
Total | 62,808 | ||||||||
Equity/limited partnership unit consideration | (16,730 | ) | |||||||
Net cash consideration | $ | 46,078 | |||||||
In accordance with ASC Topic 805, we allocated the purchase price of the four properties, including a submerged parcel of land, we acquired for the nine months ended September 30, 2012 to the fair value of assets acquired and liabilities assumed, including allocating to the intangibles associated with the in-place leases, above market leases and the above/below market of assumed debt. The purchase price accounting is final with no adjustments since December 31, 2012. | |||||||||
ELRM Transaction | |||||||||
In connection with the ELRM Transaction, we acquired the property management business of EL and certain of its affiliates on March 14, 2013. Results of operations for the property management business are reflected in our consolidated statements of comprehensive loss for the three and nine months ended September 30, 2013, and for the period subsequent to the acquisition date. For the period from March 14, 2013 through September 30, 2013, we recognized $3.0 million in revenues and $848,000 in net loss, and transaction related costs of approximately $175,000 were recorded as a component of acquisition-related expenses. | |||||||||
The preliminary purchase price allocation for the ELRM Transaction is subject to certain adjustments for finalization of the value of consideration paid and information to be received related to one or more events at the time of purchase, which confirm the value of an asset acquired or a liability assumed in a business combination. Our preliminary purchase price allocation, as of March 14, 2013, related to the ELRM Transaction is as follows (dollars in thousands): | |||||||||
Property | |||||||||
Management | |||||||||
Business | |||||||||
Assets: | |||||||||
Furniture, fixtures and equipment | $ | 81 | |||||||
Other assets, net | 150 | ||||||||
Identified intangible assets, net (a)(c) | 21,070 | ||||||||
Goodwill (b)(c) | 10,710 | ||||||||
Total purchase price | 32,011 | ||||||||
Accounts payable and accrued liabilities | (196 | ) | |||||||
Unsecured notes payable to affiliate | (10,000 | ) | |||||||
Limited partnership units | (9,839 | ) | |||||||
Acquisition contingent consideration | (6,734 | ) | |||||||
Deferred tax liability | (5,242 | ) | |||||||
Cash paid | $ | 0 | |||||||
(a) | Included in identified intangible assets, net on the condensed consolidated balance sheets, as of September 30, 2013. | ||||||||
(b) | Included as goodwill on the condensed consolidated balance sheets, as of September 30, 2013. Our annual impairment test date will be December 31, 2013. Goodwill reflects the value of ELRM’s assembled work force and the deferred tax liability. | ||||||||
(c) | In the three months ended September 30, 2013, we recorded an increase to goodwill of $3.3 million and a decrease to identified intangible assets of $3.3 million as a measurement period adjustment as we obtained the necessary information to quantify the value of intangible assets acquired during the quarter. | ||||||||
Assuming the acquisitions of the 30 properties, including five Contributed Properties and one property held through a consolidated joint venture, and the ELRM Transaction discussed above had occurred on January 1, 2012, for the three and nine months ended September 30, 2013, pro forma revenues, net loss, net loss attributable to controlling interest and net loss per common share attributable to controlling interest—basic and diluted, would have been as follows (in thousands, except per share data): | |||||||||
Three Months | Nine months | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2013 | ||||||||
Revenues | $ | 48,497 | $ | 140,001 | |||||
Net loss | $ | (24,156 | ) | $ | (42,048 | ) | |||
Net loss attributable to controlling interest | $ | (11,899 | ) | $ | (20,713 | ) | |||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (0.50 | ) | $ | (0.93 | ) | |||
Assuming the acquisitions of the 30 properties, including five Contributed Properties and one property held through a consolidated joint venture, and the ELRM Transaction discussed above had occurred on January 1, 2012, for the three and nine months ended September 30, 2012, pro forma revenues, net loss, net loss attributable to controlling interest and net loss per common share attributable to controlling interest—basic and diluted would have been as follows (in thousands, except per share data): | |||||||||
Three Months | Nine months | ||||||||
Ended | ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Revenues | $ | 35,384 | $ | 101,835 | |||||
Net loss | $ | (27,124 | ) | $ | (62,904 | ) | |||
Net loss attributable to controlling interest | $ | (26,872 | ) | $ | (62,319 | ) | |||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (1.32 | ) | $ | (3.10 | ) | |||
The pro forma results are not necessarily indicative of the operating results that would have been obtained had these transactions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. | |||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
16. Subsequent Events | |
Property Acquisitions and Equity Issuance | |
Landmark at Woodland Trace | |
On October 3, 2013, we acquired 100% of the membership interests in Landmark at Woodland Trace LP, which owns as its sole asset the Woodland Trace Property, in exchange for aggregate consideration valued at approximately $26.8 million (subject to prorations and adjustments), including 1,513,110 of limited partnership units in our operating partnership and the assumption of an existing mortgage indebtedness in the amount of approximately $14.8 million. The Woodland Trace Property is an apartment community located in Casselberry, Florida and contains 384 units. | |
Landmark at Grayson Park Apartments | |
On October 3, 2013, we acquired 100% of the membership interests in Landmark at Grayson Park LP, which owns as its sole asset the Grayson Park Property, in exchange for aggregate consideration valued at approximately $32.0 million (subject to prorations and adjustments), including 2,034,892 of limited partnership units in our operating partnership and the assumption of an existing mortgage indebtedness in the amount of approximately $15.9 million. The Grayson Park Property is an apartment community located in Tampa, Florida and contains 408 units. | |
Landmark at Collin Creek | |
On October 10, 2013, we purchased the multifamily residential apartment project known as Landmark at Collin Creek (the Collin Creek Property) for aggregate consideration of approximately $21.5 million (subject to prorations and adjustments), including $21.8 million paid by a combination of cash on hand and borrowings under the Credit Facility inclusive of closing costs. See Credit Facility Increase below. The Collin Creek Property is an apartment community located in Plano, TX and contains 314 units. | |
Landmark at Lancaster Place | |
On October 16, 2013, we acquired 100% of the membership interests in Landmark at Lancaster Place LP, which owns as its sole asset the Landmark at Lancaster Place Property, in exchange for aggregate consideration valued at approximately $18.0 million (subject to prorations and adjustments), including 901,988 of limited partnership units in our operating partnership, the assumption of an existing mortgage indebtedness in the amount of approximately $10.6 million, and cash paid in the amount of $200,000. The Landmark at Lancaster Place Property is an apartment community located in Calera, Alabama and contains 240 units. | |
Landmark at Courtyard Villas | |
On October 30, 2013, we purchased the multifamily residential apartment project known as Landmark at Courtyard Villas (the Courtyard Villas Property) for aggregate consideration of approximately $21.4 million (subject to prorations and adjustments), including the assumption of an existing mortgage indebtedness in the amount of approximately $14.0 million and cash paid in the amount of $9.2 million. The Courtyard Villas Property is an apartment community located in Mesquite, TX and contains 256 units. | |
Landmark at Sutherland Park | |
On October 30, 2013, we purchased the multifamily residential apartment project known as Landmark at Sutherland Park (the Sutherland Park Property) for aggregate consideration of approximately $33.4 million (subject to prorations and adjustments), including the assumption of an existing mortgage indebtedness in the amount of approximately $21.8 million and cash paid in the amount of $14.3 million. The Sutherland Park Property is an apartment community located in Plano, TX and contains 480 units. | |
Credit Facility Increase | |
On October 10, 2013, we exercised our option to increase aggregate borrowings available under the Credit Facility from $130.0 million to $145.2 million and drew down the amount of $15.2 million to fund the acquisition of the Collin Creek Property. In connection with the increase in the amount available under the Credit Facility, we entered into two amended and restated promissory notes each in the amount of $72.6 million, and the amount available to be drawn on the incremental facility is $34.8 million. | |
Additional Issuance of Series D Preferred Stock | |
On October 29, 2013, we issued and sold, for cash, to (i) iStar 1,398,000 additional shares of the Series D Preferred Stock, at $10.00 per share, and (ii) BREDS 699,000 additional shares of the Series D Preferred Stock, at $10.00 per share, for aggregate of $21.0 million in proceeds. The proceeds from the sale of the Series D Preferred Stock were used to acquire and renovate additional multi-family properties. | |
Declaration of Distributions | |
On October 9, 2013, our board of directors authorized monthly common stock distributions to our stockholders of record as of the close of business on October 31, 2013, November 30, 2013 and December 31, 2013. Each such authorized distribution will be equal to $0.025 per share of common stock, which is equal to an annualized distribution rate of 3.0% based upon a purchase price of $10.00 per share and 3.68% based upon a purchase price of $8.15 per share value. The October 2013 distributions were paid in November 2013 from legally available funds. The November 2013 and December 2013 distributions will be paid in December 2013 and January 2014, respectively, from legally available funds. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
During the first quarter of 2013, we evaluated the ability to realize our deferred tax asset, which was previously offset by a valuation allowance. Due to a deferred tax liability resulting from the ELRM Transaction, we believe it is more likely than not that our deferred tax asset will be realized. Accordingly, an income tax (expense)/benefit of $(41,000) and $3.1 million was recognized for the three and nine months ended September 30, 2013, respectively, which includes a reversal of the prior valuation allowance of $2.7 million. As of September 30, 2013, we have recorded a net deferred tax liability of $1.9 million, which is classified in security deposits, prepaid rent and other liabilities in the condensed consolidated balance sheets. | |
Organization_and_Description_o1
Organization and Description of Business (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Composition of our Properties | ' | ||||||||
The table below shows the composition of the properties we owned, leased or managed as of September 30, 2013: | |||||||||
State | Number of | Number of | |||||||
Properties | Units | ||||||||
Texas | 20 | 5,373 | |||||||
North Carolina | 12 | 3,370 | |||||||
Virginia | 2 | 394 | |||||||
Georgia | 5 | 1,544 | |||||||
Florida | 14 | 3,687 | |||||||
Tennessee | 3 | 1,000 | |||||||
South Carolina | 2 | 480 | |||||||
Alabama | 1 | 1,080 | |||||||
Total Owned Properties | 59 | 16,928 | |||||||
Total Leased Properties | 2 | 550 | |||||||
Total Managed Properties | 38 | 13,667 |
Real_Estate_Investments_Operat1
Real Estate Investments - Operating Properties, Net (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Real Estate [Abstract] | ' | ||||||||||||
Investments in Consolidated Properties | ' | ||||||||||||
The investments in our consolidated operating properties, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Land | $ | 193,522 | $ | 103,159 | |||||||||
Land improvements | 101,738 | 61,242 | |||||||||||
Building and improvements | 982,997 | 609,241 | |||||||||||
Furniture, fixtures and equipment | 26,570 | 17,515 | |||||||||||
1,304,827 | 791,157 | ||||||||||||
Less: accumulated depreciation | (78,287 | ) | (65,589 | ) | |||||||||
$ | 1,226,540 | $ | 725,568 | ||||||||||
Investment of Contributed Parties at Time of Acquisition | ' | ||||||||||||
During the nine months ended September 30, 2013, we completed the acquisition of five of the Contributed Properties and 25 additional properties, as set forth below (in thousands, except unit data): | |||||||||||||
Property Description | Date Acquired | Number | Total | ||||||||||
of Units | Purchase | ||||||||||||
Price per | |||||||||||||
Purchase | |||||||||||||
Agreement | |||||||||||||
Richmond on the Fairway — Lawrenceville, GA | January 31, 2013 | 243 | $ | 10,500 | |||||||||
Landmark at Brighton Colony — Charlotte, NC | February 28, 2013 | 276 | $ | 30,000 | |||||||||
Landmark at Greenbrooke Commons — Charlotte, NC | February 28, 2013 | 279 | $ | 34,000 | |||||||||
Landmark at Mallard Creek — Charlotte, NC | 28-Mar-13 | 240 | $ | 18,750 | |||||||||
Monterra Pointe — Arlington, TX | 29-Mar-13 | 200 | $ | 12,088 | |||||||||
Palisades at Bear Creek — Euless, TX | 29-Mar-13 | 120 | $ | 8,050 | |||||||||
Crestmont Reserve — Dallas, TX | 29-Mar-13 | 242 | $ | 18,800 | |||||||||
Kensington Station — Bedford, TX | 29-Mar-13 | 238 | $ | 15,150 | |||||||||
Reserve at River Walk — Columbia, SC | 30-Apr-13 | 220 | $ | 15,255 | |||||||||
Victoria Park — Charlotte, NC | 30-Apr-13 | 380 | $ | 20,500 | |||||||||
Landmark at Barton Creek — Austin, TX | 28-Jun-13 | 298 | $ | 37,500 | |||||||||
Landmark at Monaco Gardens — Charlotte, NC | 28-Jun-13 | 276 | $ | 20,881 | |||||||||
Grand Terraces — Charlotte, NC | 1-Jul-13 | 240 | $ | 15,750 | |||||||||
Stanford Reserve — Charlotte, NC | 1-Jul-13 | 310 | $ | 15,100 | |||||||||
Courtyards on the River — Tampa, FL | 1-Jul-13 | 296 | $ | 16,250 | |||||||||
Fountain Oaks — Jacksonville, FL | 1-Jul-13 | 160 | $ | 7,000 | |||||||||
Caveness Farms — Wake Forest, NC | 3-Jul-13 | 288 | $ | 26,675 | |||||||||
Lexington on the Green — Raleigh, NC | 3-Jul-13 | 384 | $ | 23,500 | |||||||||
Landmark at Wynton Pointe — Nashville, TN | 23-Jul-13 | 380 | $ | 32,390 | |||||||||
Landmark at Gleneagles — Dallas, TX | 23-Jul-13 | 590 | $ | 42,250 | |||||||||
Landmark at Prescott Woods — Austin, TX | 23-Jul-13 | 364 | $ | 24,300 | |||||||||
Avondale by the Lakes — St. Petersburg, FL | 25-Jul-13 | 304 | $ | 18,450 | |||||||||
Landmark at Stafford Landing — Ocoee, FL (1) | 31-Jul-13 | 522 | $ | 34,800 | |||||||||
Landmark at Savoy Square — Clearwater, FL | 16-Aug-13 | 182 | $ | 10,000 | |||||||||
Landmark at Ocean Breeze — Melbourne, FL | 16-Aug-13 | 224 | $ | 9,400 | |||||||||
Grand Arbor Reserve — Raleigh, NC | 20-Aug-13 | 297 | $ | 22,750 | |||||||||
Landmark at Battleground Park — Greensboro, NC | September 9, 2013 | 240 | $ | 14,780 | |||||||||
Landmark at Glenview Reserve — Nashville, TN | 9-Sep-13 | 360 | $ | 22,300 | |||||||||
Landmark at Lyncrest Reserve — Nashville, TN | September 20, 2013 | 260 | $ | 21,220 | |||||||||
Landmark at Preston Wood — Richardson, TX | September 20, 2013 | 194 | $ | 12,250 | |||||||||
-1 | The Landmark at Stafford Landing property was purchased through our joint venture with Legacy Stafford Landing, LLC. See Consolidated Joint Venture below, for additional information. |
Real_Estate_Disposition_Activi1
Real Estate Disposition Activities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||||||||||||||
Schedule of Income Loss from Discontinued Operations | ' | ||||||||||||||||
The following is a summary of income from discontinued operations for the periods presented (dollars in thousands): | |||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||
Rental income | $ | 695 | $ | 1,900 | $ | 3,604 | $ | 5,485 | |||||||||
Other property revenues | 142 | 246 | 584 | 762 | |||||||||||||
837 | 2,146 | 4,188 | 6,247 | ||||||||||||||
Rental expenses | (349 | ) | (789 | ) | (1,583 | ) | (2,244 | ) | |||||||||
Interest expense, net | (250 | ) | (541 | ) | (1,057 | ) | (1,633 | ) | |||||||||
Depreciation and amortization expense | (166 | ) | (613 | ) | (1,027 | ) | (1,851 | ) | |||||||||
(765 | ) | (1,943 | ) | (3,667 | ) | (5,728 | ) | ||||||||||
Income before net gain on the sale of property | 72 | 203 | 521 | 519 | |||||||||||||
Net gain on the sale of property | 3,399 | — | 10,019 | — | |||||||||||||
Income from discontinued operations | $ | 3,471 | $ | 203 | $ | 10,540 | $ | 519 | |||||||||
Identified_Intangible_Assets_N1
Identified Intangible Assets, Net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Identified Intangible Assets, Net | ' | ||||||||
Identified intangible assets, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Disposition fee rights (1) | $ | 830 | $ | 1,580 | |||||
In-place leases, net of accumulated amortization of $22.3 million and $3.9 million as of September 30, 2013 and December 31, 2012, respectively (with a weighted average remaining life of 5.6 months and 4.7 months as of September 30, 2013 and December 31, 2012, respectively) | 20,753 | 5,968 | |||||||
Trade name and trade marks (indefinite lives) | 200 | — | |||||||
Property management contracts, net of accumulated amortization of $1.5 million and $0 as of September 30, 2013 and December 31, 2012, respectively (with a weighted average remaining life of 168.8 months and 0 months as of September 30, 2013 and December 31, 2012, respectively) | 19,379 | — | |||||||
$ | 41,162 | $ | 7,548 | ||||||
-1 | On March 28, 2013 and June 28, 2013, we purchased the Landmark at Mallard Creek and the Landmark at Monaco Gardens properties, respectively, which were owned by unaffiliated third parties and leased by subsidiaries of NNN/MR Holdings, a wholly owned subsidiary of the Company. Pursuant to each master lease, or other operative agreement, between each master tenant subsidiary of NNN/MR Holdings and the respective third-party property owners, NNN/MR Holdings was entitled to a 5% disposition fee of the purchase price in the event that any of the leased properties were sold. We recognized disposition fee right intangibles at the time of our acquisition of NNN/MR Holdings in the aggregate amount of $750,000. Based on the aggregate purchase price we paid for the properties of $39.6 million, the resulting disposition fee due to NNN/MR Holdings would have been $2.0 million and the consideration paid at acquisition was accordingly reduced by this amount. The excess of the disposition fee over the recorded disposition fee right intangible during the nine months ended September 30, 2013 was $1.2 million, and was recorded as disposition right income in our condensed consolidated statements of comprehensive loss. |
Other_Assets_Net_Tables
Other Assets, Net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ||||||||
Other Assets, Net | ' | ||||||||
Other assets, net consisted of the following as of September 30, 2013 and December 31, 2012 (dollars in thousands): | |||||||||
September 30, 2013 | December 31, 2012 | ||||||||
Deferred financing costs, net of accumulated amortization of $3.0 million and $1.8 million as of September 30, 2013 and December 31, 2012, respectively(1) | $ | 13,699 | $ | 4,509 | |||||
Prepaid expenses and deposits | 3,727 | 992 | |||||||
Fair value of cap rate agreement | 475 | 42 | |||||||
$ | 17,901 | $ | 5,543 | ||||||
-1 | During the nine months ended September 30, 2013, we wrote off unamortized deferred financing costs of $1.5 million, to loss on debt and preferred stock extinguishment in our condensed consolidated statements of comprehensive loss. See Note 8 – Debt – Loss on Debt Extinguishment for more information on the write-off of unamortized deferred financing costs related to debt extinguishments. |
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||
Mortgage Loan Payable, Net | ' | ||||||||||||
Our mortgage loan payables, net, unsecured notes payable to affiliates and variable rate secured credit facility with Bank of America, N.A. and certain other lenders, or the Credit Facility, as of September 30, 2013 and December 31, 2012, are summarized below (dollars in thousands): | |||||||||||||
September 30, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Mortgage loan payables — fixed | $ | 561,040 | $ | 353,102 | |||||||||
Mortgage loan payables — variable | 169,481 | 116,719 | |||||||||||
Total secured fixed and variable rate debt | 730,521 | 469,821 | |||||||||||
Premium, net | 9,592 | 9,673 | |||||||||||
Total mortgage loan payables, net | 740,113 | 479,494 | |||||||||||
Credit Facility | 130,000 | — | |||||||||||
Total secured fixed and variable rate debt, net | $ | 870,113 | $ | 479,494 | |||||||||
Unsecured notes payable to affiliates | $ | 10,784 | $ | — | |||||||||
Unsecured note payable | — | 500 | |||||||||||
Total unsecured notes | $ | 10,784 | $ | 500 | |||||||||
Scheduled Payments and Maturities of Mortgage Loan Payables, Net, Unsecured Note Payables and Credit Facility | ' | ||||||||||||
Scheduled payments and maturities of mortgage loan payables, net, unsecured notes payable to affiliates and the Credit Facility outstanding at September 30, 2013 were as follows (dollars in thousands): | |||||||||||||
Year | Secured notes | Secured notes | Unsecured notes | ||||||||||
payments (1) | maturities | maturities | |||||||||||
2013 | $ | 2,233 | $ | — | $ | — | |||||||
2014 | 9,360 | 29,714 | — | ||||||||||
2015 | 8,615 | 245,067 | 500 | ||||||||||
2016 | 8,356 | 83,338 | — | ||||||||||
2017 | 7,763 | 99,726 | — | ||||||||||
Thereafter | 19,104 | 347,245 | 10,284 | ||||||||||
$ | 55,431 | $ | 805,090 | $ | 10,784 | ||||||||
Equity_Tables
Equity (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Status of Nonvested Shares of Restricted Common Stock | ' | ||||||||
A summary of the status of the nonvested shares of our restricted common stock as of September 30, 2013 and December 31, 2012, and the change for the nine months ended September 30, 2013, is presented below: | |||||||||
Restricted | Weighted Average Grant | ||||||||
Common Stock | Date Fair Value | ||||||||
Balance — December 31, 2012 | 5,400 | $ | 10 | ||||||
Granted | 5,000 | 8.15 | |||||||
Vested | (3,000 | ) | 8.15 | ||||||
Forfeited | — | — | |||||||
Balance — September 30, 2013 | 7,400 | $ | 9 | ||||||
Expected to vest — September 30, 2013 | 7,400 | $ | 9 | ||||||
Fair_Value_of_Derivatives_and_1
Fair Value of Derivatives and Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||
Summary of Derivative Arrangements and Consolidated Hedging Derivatives | ' | ||||||||||||||||||||
The following table summarizes our derivative arrangements and the consolidated hedging derivatives at September 30, 2013 and December 31, 2012 (in thousands, except interest rates): | |||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||
Non-designated | Cash Flow | Non-designated | Cash Flow | ||||||||||||||||||
Hedges | Hedges | Hedges | Hedges | ||||||||||||||||||
Interest | Interest | Interest | Interest | ||||||||||||||||||
Rate Caps | Rate Swaps | Rate Caps | Rate Swaps | ||||||||||||||||||
Notional balance | $ | 102,065 | $ | 32,100 | $ | 22,670 | $ | 12,442 | |||||||||||||
Weighted average interest rate (1) | 2.81 | % | 2.34 | % | 2.48 | % | 3.72 | % | |||||||||||||
Weighted average capped interest rate | 3.68 | % | 2.35 | % | 5.45 | % | N/A | ||||||||||||||
Earliest maturity date | 15-Mar | 20-Jul | 17-Aug | 19-Oct | |||||||||||||||||
Latest maturity date | 18-Jul | 20-Aug | 17-Aug | 19-Oct | |||||||||||||||||
Estimated fair value, asset/(liability) | $ | 475 | $ | (844 | ) | $ | 42 | $ | (310 | ) | |||||||||||
-1 | For interest rate caps, this represents the weighted average interest rate on the debt. | ||||||||||||||||||||
Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||||||
The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of September 30, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in thousands): | |||||||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | Carrying | |||||||||||||||||
in Active | Other | Unobservable | Estimate at | Value at | |||||||||||||||||
Markets for | Observable | Inputs | September 30, | September 30, | |||||||||||||||||
Identical Assets | Inputs | (Level 3) | 2013 Total | 2013 | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Liabilities | |||||||||||||||||||||
Mortgage loan payables, net (1) | $ | — | $ | 763,181 | $ | — | $ | 763,181 | $ | 740,113 | |||||||||||
Unsecured notes payable to affiliates (2) | — | — | 10,784 | 10,784 | 10,784 | ||||||||||||||||
Credit facility (1) | — | 130,055 | — | 130,055 | 130,000 | ||||||||||||||||
Acquisition contingent consideration (3) | — | — | 3,823 | 3,823 | 3,823 | ||||||||||||||||
Warrants (4) | — | — | 2,033 | 2,033 | 2,033 | ||||||||||||||||
Series D preferred stock derivative (5) | — | — | 13,500 | 13,500 | 13,500 | ||||||||||||||||
Liabilities at fair value | $ | — | $ | 893,236 | $ | 30,140 | $ | 923,376 | $ | 900,253 | |||||||||||
-1 | The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | ||||||||||||||||||||
-2 | The fair value is not determinable due to the related party nature of the unsecured notes payable to affiliates, other than the Legacy Unsecured Note. The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | ||||||||||||||||||||
-3 | The fair value is based on management’s inputs and assumptions relating primarily to the expected cash flows, and the timing of such cash flows, from the economic rights we acquired in connection with the ELRM Transaction that enables us to earn property management fees and subordinated participation distributions with respect to certain real estate assets. | ||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||||||||||||||||
-5 | The fair value of the Series D Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series D Preferred Stock outstanding as of the date of a triggering event as defined in the Series D Preferred Stock agreement for a premium, is determined using a modeling technique based on significant unobservable inputs calculated using a probability-weighted approach. Significant inputs include the expected timing of a triggering event, the expected timing of additional issuances of Series D Preferred Stock, and the discount rate. | ||||||||||||||||||||
The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall (dollars in thousands): | |||||||||||||||||||||
Quoted Prices | Significant | Significant | Fair Value | Carrying | |||||||||||||||||
in Active | Other | Unobservable | Estimate at | Value at | |||||||||||||||||
Markets for | Observable | Inputs | December 31, | December 31, | |||||||||||||||||
Identical Assets | Inputs | (Level 3) | 2012 Total | 2012 | |||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||||||
Liabilities | |||||||||||||||||||||
Mortgage loan payables, net (1) | $ | — | $ | 498,824 | $ | — | $ | 498,824 | $ | 479,494 | |||||||||||
Unsecured notes payable (2) | — | — | 500 | 500 | 500 | ||||||||||||||||
Warrants (3) | — | — | 2,066 | 2,066 | 2,066 | ||||||||||||||||
Liabilities at fair value | $ | — | $ | 498,824 | $ | 2,566 | $ | 501,390 | $ | 482,060 | |||||||||||
-1 | The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | ||||||||||||||||||||
-2 | The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | ||||||||||||||||||||
-3 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||||||||||||||||
Reconciliation of Fair Value of Acquisition Contingent Consideration and Warrant Liability Measured on Recurring Basis | ' | ||||||||||||||||||||
The table below provides a reconciliation of the fair values of the unsecured notes payable to affiliates, acquisition contingent consideration, warrant liability and Series D preferred stock derivative measured on a recurring basis for which the Company has designated as Level 3 (dollars in thousands): | |||||||||||||||||||||
Unsecured | Acquisition | Warrants | Series D | ||||||||||||||||||
Notes | Contingent | Preferred | |||||||||||||||||||
Payable to | Stock | ||||||||||||||||||||
Affiliates | Consideration | Derivative | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | 2,066 | $ | — | |||||||||||||
Additions | 10,284 | 6,734 | 398 | 13,500 | |||||||||||||||||
Change due to liability realized | — | (1,989 | ) | — | — | ||||||||||||||||
Changes in fair value (1) | — | (922 | ) | (431 | ) | — | |||||||||||||||
Balance at September 30, 2013 | $ | 10,284 | $ | 3,823 | $ | 2,033 | $ | 13,500 | |||||||||||||
-1 | Reflected in general, administrative and other expense on the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2013. |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Fair Value of Property Management Business | ' | ||||||||
Our preliminary purchase price allocation, as of March 14, 2013, related to the ELRM Transaction is as follows (dollars in thousands): | |||||||||
Property | |||||||||
Management | |||||||||
Business | |||||||||
Assets: | |||||||||
Furniture, fixtures and equipment | $ | 81 | |||||||
Other assets, net | 150 | ||||||||
Identified intangible assets, net (a)(c) | 21,070 | ||||||||
Goodwill (b)(c) | 10,710 | ||||||||
Total purchase price | 32,011 | ||||||||
Accounts payable and accrued liabilities | (196 | ) | |||||||
Unsecured notes payable to affiliate | (10,000 | ) | |||||||
Limited partnership units | (9,839 | ) | |||||||
Acquisition contingent consideration | (6,734 | ) | |||||||
Deferred tax liability | (5,242 | ) | |||||||
Cash paid | $ | 0 | |||||||
(a) | Included in identified intangible assets, net on the condensed consolidated balance sheets, as of September 30, 2013. | ||||||||
(b) | Included as goodwill on the condensed consolidated balance sheets, as of September 30, 2013. Our annual impairment test date will be December 31, 2013. Goodwill reflects the value of ELRM’s assembled work force and the deferred tax liability. | ||||||||
(c) | In the three months ended September 30, 2013, we recorded an increase to goodwill of $3.3 million and a decrease to identified intangible assets of $3.3 million as a measurement period adjustment as we obtained the necessary information to quantify the value of intangible assets acquired during the quarter. | ||||||||
Proforma Revenues, Net Loss, Net Loss Attributable to Controlling Interest and Net Loss Per Common Share Attributable to Controlling Interest - Basic and Diluted | ' | ||||||||
Assuming the acquisitions of the 30 properties, including five Contributed Properties and one property held through a consolidated joint venture, and the ELRM Transaction discussed above had occurred on January 1, 2012, for the three and nine months ended September 30, 2013, pro forma revenues, net loss, net loss attributable to controlling interest and net loss per common share attributable to controlling interest—basic and diluted, would have been as follows (in thousands, except per share data): | |||||||||
Three Months | Nine months | ||||||||
Ended | Ended | ||||||||
September 30, | September 30, | ||||||||
2013 | 2013 | ||||||||
Revenues | $ | 48,497 | $ | 140,001 | |||||
Net loss | $ | (24,156 | ) | $ | (42,048 | ) | |||
Net loss attributable to controlling interest | $ | (11,899 | ) | $ | (20,713 | ) | |||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (0.50 | ) | $ | (0.93 | ) | |||
Assuming the acquisitions of the 30 properties, including five Contributed Properties and one property held through a consolidated joint venture, and the ELRM Transaction discussed above had occurred on January 1, 2012, for the three and nine months ended September 30, 2012, pro forma revenues, net loss, net loss attributable to controlling interest and net loss per common share attributable to controlling interest—basic and diluted would have been as follows (in thousands, except per share data): | |||||||||
Three Months | Nine months | ||||||||
Ended | ended | ||||||||
September 30, | September 30, | ||||||||
2012 | 2012 | ||||||||
Revenues | $ | 35,384 | $ | 101,835 | |||||
Net loss | $ | (27,124 | ) | $ | (62,904 | ) | |||
Net loss attributable to controlling interest | $ | (26,872 | ) | $ | (62,319 | ) | |||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (1.32 | ) | $ | (3.10 | ) | |||
2013 Property Acquisitions | ' | ||||||||
Fair Value of Assets Acquired and Liabilities Assumed at Time of Acquisition | ' | ||||||||
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the time of acquisition (dollars in thousands): | |||||||||
September 30, | |||||||||
2013 | |||||||||
Land | $ | 99,602 | |||||||
Land improvements | 44,411 | ||||||||
Building and improvements | 425,624 | ||||||||
Furniture, fixtures and equipment | 10,453 | ||||||||
In-place leases | 33,195 | ||||||||
(Above)/below market leases | (2,650 | ) | |||||||
Fair market value of assumed debt | (220,059 | ) | |||||||
Other assets/liabilities, net | (4,994 | ) | |||||||
Total | 385,582 | ||||||||
Equity/limited partnership unit consideration | (48,685 | ) | |||||||
Net cash consideration | $ | 336,897 | |||||||
2012 Property Acquisitions | ' | ||||||||
Fair Value of Assets Acquired and Liabilities Assumed at Time of Acquisition | ' | ||||||||
The following table summarizes the fair value of the assets acquired and liabilities assumed at the time of acquisition (dollars in thousands): | |||||||||
September 30, | |||||||||
2012 | |||||||||
Land | $ | 14,607 | |||||||
Land improvements | 4,543 | ||||||||
Building and improvements | 65,920 | ||||||||
Furniture, fixtures and equipment | 1,338 | ||||||||
In-place leases | 2,301 | ||||||||
Fair market value of assumed debt | (26,189 | ) | |||||||
Other assets/liabilities, net | 288 | ||||||||
Total | 62,808 | ||||||||
Equity/limited partnership unit consideration | (16,730 | ) | |||||||
Net cash consideration | $ | 46,078 | |||||||
Organization_and_Description_o2
Organization and Description of Business - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||||||
Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 03, 2012 | Feb. 24, 2011 | Jul. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 03, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 03, 2012 | Jul. 02, 2013 | Sep. 30, 2013 | Jul. 25, 2013 | Jul. 03, 2013 | Sep. 30, 2013 | Feb. 24, 2011 | |
Property | Affiliated Entities | Consolidated joint venture | NNN/MR Holdings | ELRM Transaction | Op Trust | Mb Equity Holdings Inc | Property portfolio | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Additional Series Of Preferred Stock | Contributed Properties | Contributed Properties | Contributed Properties | Contributed Properties | Affiliated Properties | Affiliated Properties | Affiliated Properties | Affiliated Properties | Maximum | Maximum | |||||
Property | Property | Property | Property | iStar | BREDS | iStar and BREDS | Property | Property | Multifamily Properties | Multifamily Properties | Property | Property | Property | Property | Property | |||||||||||||||||||
Property | Property | |||||||||||||||||||||||||||||||||
Organization and Nature of Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended and Restated DRIP maximum offering | ' | ' | ' | ' | $95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $95,000,000 |
Shares issued in public offerings, distribution reinvestment plan | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended and restated distribution reinvestment plan common stock share price | ' | ' | ' | $8.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | 16,928 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21 | 22 | 21 | ' | ' | ' | ' | ' | ' |
Parcels of submerged land | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units in real estate properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,079 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate acquired additional contingent consideration maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Real estate acquired additional earn out contingent consideration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate value of Preferred D maximum issuance | 219,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred D Issuance in shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,572,200 | 3,286,100 | ' | ' | ' | ' | ' | ' | ' | 12,041,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | $10 | $10 | $10 | ' | $10 | ' | ' | $10 | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred D Issuance in shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,200,000 | 65,700,000 | 32,900,000 | ' | 56,200,000 | ' | 38,200,000 | 11,200,000 | ' | 9,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrues interest and pays in arrears, preferred shares | 14.47% | 9.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | ' | ' | ' | ' | 9.75% | ' | ' | 9.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred D Stock issuance value for cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,200,000 | ' | ' | ' | ' | ' | ' | 120,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,879,300 | ' | 5,000,000 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate units of multifamily apartment | ' | 550 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,982 | ' | ' | ' | ' | ' |
Membership interests, Percentage | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate consideration for Affiliated Entities properties acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 129,500,000 | ' | ' | ' | ' | ' |
Limited partnership units issued as consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' |
Consideration, limited partnership, amount | ' | 210,600,000 | 152,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,800,000 | ' | ' | ' | ' | ' |
Consideration, debt assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,600,000 | ' | ' | ' | ' | ' |
Consideration paid by cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 59,100,000 | ' | ' | ' | ' | ' |
Number of multifamily apartment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7 | ' | ' | ' | ' | ' |
Common stock, shares | ' | 23,898,802 | 20,655,646 | ' | ' | ' | ' | ' | ' | 1,840,491 | 214,724 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,055,215 | ' | ' | ' | ' |
Common stock, amount | ' | 239,000 | 207,000 | ' | ' | ' | ' | ' | ' | 15,000,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties acquired | ' | 21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | 1 | 2 | ' | ' |
Acquisition of total properties | ' | 30 | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | 7 | ' | ' | ' | ' |
Number of apartment units | ' | 16,928 | ' | ' | ' | ' | ' | 550 | ' | ' | ' | 8,607 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | 59 | ' | ' | ' | ' | ' | 59 | 38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16 | ' | ' | ' | ' | ' | ' | 34 | ' |
Purchase price of properties purchased | ' | $1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of land parcels acquired | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Composition_of_our_Properties_
Composition of our Properties (Detail) | 9 Months Ended |
Sep. 30, 2013 | |
Property | |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 59 |
Number of Properties, Leased Properties | 2 |
Number of Properties, Managed Properties | 38 |
Number of Units, Owned Properties | 16,928 |
Number of Units, Leased Properties | 550 |
Number of Units, Managed Properties | 13,667 |
Texas | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 20 |
Number of Units, Owned Properties | 5,373 |
North Carolina | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 12 |
Number of Units, Owned Properties | 3,370 |
Virginia | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 2 |
Number of Units, Owned Properties | 394 |
Georgia | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 5 |
Number of Units, Owned Properties | 1,544 |
Florida | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 14 |
Number of Units, Owned Properties | 3,687 |
Tennessee | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 3 |
Number of Units, Owned Properties | 1,000 |
South Carolina | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 2 |
Number of Units, Owned Properties | 480 |
Alabama | ' |
Organization and Nature of Operations [Line Items] | ' |
Number of properties owned | 1 |
Number of Units, Owned Properties | 1,080 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Income tax (expense)/benefit | ($41,000) | $3,078,000 |
Reversal of prior year valuation allowance | 2,700,000 | 2,700,000 |
Net deferred tax liability | $1,900,000 | $1,900,000 |
Recapitalization_Transaction_A
Recapitalization Transaction - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Recapitalisation Transaction [Line Items] | ' | ' |
No of acquired properties | 21 | ' |
Common stock to be sold for cash | $6,000,000 | ' |
Cumulative Redeemable Nonconvertible Preferred Stock | ' | ' |
Recapitalisation Transaction [Line Items] | ' | ' |
Price per share | $10 | ' |
Andros Isles Apartments | ' | ' |
Recapitalisation Transaction [Line Items] | ' | ' |
Aggregate consideration valued | 45,000,000 | ' |
Common Units to be issued | 9,100,000 | ' |
Cash value | 6,000,000 | ' |
In place mortgage indebtedness | ' | 29,900,000 |
Additional consideration to earn out contingency | $4,000,000 | ' |
Business Combination Contingent Consideration Arrangements Period | '4 years | ' |
Investments_in_Consolidated_Pr
Investments in Consolidated Properties (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Investments in consolidated properties | ' | ' |
Land | $193,522 | $103,159 |
Land improvements | 101,738 | 61,242 |
Building and improvements | 982,997 | 609,241 |
Furniture, fixtures and equipment | 26,570 | 17,515 |
Real estate investments, gross | 1,304,827 | 791,157 |
Less: accumulated depreciation | -78,287 | -65,589 |
Real estate investments, net | $1,226,540 | $725,568 |
Real_Estate_Investments_Operat2
Real Estate Investments - Operating Properties, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 31, 2013 |
Consolidated Joint Ventures | |||||
Real Estate [Line Items] | ' | ' | ' | ' | ' |
Depreciation expense | $9.80 | $2.90 | $23.90 | $8.20 | ' |
Controlling interest by controlling owners | ' | ' | ' | ' | 60.19% |
Non-controlling interest by non-controlling owners in Joint Venture | ' | ' | ' | ' | 39.81% |
Investment_of_Contributed_Part
Investment of Contributed Parties at Time of Acquisition (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Richmond on the Fairway - Lawrenceville, GA | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 31-Jan-13 |
Number of Units | 243 |
Total Purchase Price per Purchase Agreement | $10,500 |
Landmark at Brighton Colony - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 28-Feb-13 |
Number of Units | 276 |
Total Purchase Price per Purchase Agreement | 30,000 |
Landmark at Greenbrooke Commons - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 28-Feb-13 |
Number of Units | 279 |
Total Purchase Price per Purchase Agreement | 34,000 |
Landmark at Mallard Creek - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 28-Mar-13 |
Number of Units | 240 |
Total Purchase Price per Purchase Agreement | 18,750 |
Monterra Pointe Arlington, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 29-Mar-13 |
Number of Units | 200 |
Total Purchase Price per Purchase Agreement | 12,088 |
Palisades at Bear Creek - Euless, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 29-Mar-13 |
Number of Units | 120 |
Total Purchase Price per Purchase Agreement | 8,050 |
Crestmont Reserve - Dallas, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 29-Mar-13 |
Number of Units | 242 |
Total Purchase Price per Purchase Agreement | 18,800 |
Kensington Station - Bedford, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 29-Mar-13 |
Number of Units | 238 |
Total Purchase Price per Purchase Agreement | 15,150 |
Reserve at River Walk - Columbia, SC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 30-Apr-13 |
Number of Units | 220 |
Total Purchase Price per Purchase Agreement | 15,255 |
Victoria Park - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 30-Apr-13 |
Number of Units | 380 |
Total Purchase Price per Purchase Agreement | 20,500 |
Landmark at Barton Creek - Austin, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 28-Jun-13 |
Number of Units | 298 |
Total Purchase Price per Purchase Agreement | 37,500 |
Landmark at Monaco Gardens - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 28-Jun-13 |
Number of Units | 276 |
Total Purchase Price per Purchase Agreement | 20,881 |
Grand Terraces - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 1-Jul-13 |
Number of Units | 240 |
Total Purchase Price per Purchase Agreement | 15,750 |
Stanford Reserve - Charlotte, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 1-Jul-13 |
Number of Units | 310 |
Total Purchase Price per Purchase Agreement | 15,100 |
Courtyards on the River - Tampa, FL | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 1-Jul-13 |
Number of Units | 296 |
Total Purchase Price per Purchase Agreement | 16,250 |
Fountain Oaks - Jacksonville Fl | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 1-Jul-13 |
Number of Units | 160 |
Total Purchase Price per Purchase Agreement | 7,000 |
Caveness Farms - Wake Forest, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 3-Jul-13 |
Number of Units | 288 |
Total Purchase Price per Purchase Agreement | 26,675 |
Lexington on the Green - Raleigh, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 3-Jul-13 |
Number of Units | 384 |
Total Purchase Price per Purchase Agreement | 23,500 |
Landmark at Wynton Pointe - Nashville, TN | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 23-Jul-13 |
Number of Units | 380 |
Total Purchase Price per Purchase Agreement | 32,390 |
Landmark at Gleneagles - Dallas, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 23-Jul-13 |
Number of Units | 590 |
Total Purchase Price per Purchase Agreement | 42,250 |
Landmark at Prescott Woods - Austin, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 23-Jul-13 |
Number of Units | 364 |
Total Purchase Price per Purchase Agreement | 24,300 |
Avondale by the Lakes - St. Petersburg, FL | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 25-Jul-13 |
Number of Units | 304 |
Total Purchase Price per Purchase Agreement | 18,450 |
Landmark at Stafford Landing - Ocoee, FL | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 31-Jul-13 |
Number of Units | 522 |
Total Purchase Price per Purchase Agreement | 34,800 |
Landmark at Savoy Square - Clearwater, FL | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 16-Aug-13 |
Number of Units | 182 |
Total Purchase Price per Purchase Agreement | 10,000 |
Landmark at Ocean Breeze - Melbourne, FL | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 16-Aug-13 |
Number of Units | 224 |
Total Purchase Price per Purchase Agreement | 9,400 |
Grand Arbor Reserve - Raleigh, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 20-Aug-13 |
Number of Units | 297 |
Total Purchase Price per Purchase Agreement | 22,750 |
Landmark at Battleground Park - Greensboro, NC | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 9-Sep-13 |
Number of Units | 240 |
Total Purchase Price per Purchase Agreement | 14,780 |
Landmark at Glenview Reserve - Nashville, TN | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 9-Sep-13 |
Number of Units | 360 |
Total Purchase Price per Purchase Agreement | 22,300 |
Landmark at Lyncrest Reserve - Nashville, TN | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 20-Sep-13 |
Number of Units | 260 |
Total Purchase Price per Purchase Agreement | 21,220 |
Landmark at Preston Wood - Richardson, TX | ' |
Business Acquisition [Line Items] | ' |
Date Acquired | 20-Sep-13 |
Number of Units | 194 |
Total Purchase Price per Purchase Agreement | $12,250 |
Real_Estate_Disposition_Activi2
Real Estate Disposition Activities - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Property Sold | 2 |
Property sold | $71.70 |
Cash proceeds from sale of real estate | 24.5 |
Settlement of mortgage note payable | 45.6 |
Net carrying value of operating property | $60.20 |
Real Estate | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Number of Apartment units | 700 |
Schedule_of_Income_Loss_from_D
Schedule of Income Loss from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement Of Financial Position [Abstract] | ' | ' | ' | ' |
Rental income | $695 | $1,900 | $3,604 | $5,485 |
Other property revenues | 142 | 246 | 584 | 762 |
Total | 837 | 2,146 | 4,188 | 6,247 |
Rental expenses | -349 | -789 | -1,583 | -2,244 |
Interest expense, net | -250 | -541 | -1,057 | -1,633 |
Depreciation and amortization expense | -166 | -613 | -1,027 | -1,851 |
Total | -765 | -1,943 | -3,667 | -5,728 |
Income before net gain on the sale of property | 72 | 203 | 521 | 519 |
Net gain on the sale of property | 3,399 | ' | 0 | ' |
Income from discontinued operations | $3,471 | $203 | $10,540 | $519 |
Identified_Intangible_Assets_N2
Identified Intangible Assets, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Total | $41,162 | $7,548 |
Trade names and Trade marks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified indefinite intangible assets, net | 200 | ' |
Disposition fee rights | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | 830 | 1,580 |
In-place leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | 20,753 | 5,968 |
Property Management Contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Identified intangible assets, net | $19,379 | ' |
Identified_Intangible_Assets_N3
Identified Intangible Assets, Net (Parenthetical) (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Disposition fee rights | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Disposition fee right intangible | $830,000 | $1,580,000 |
In-place leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 22,300,000 | 3,900,000 |
Weighted average remaining life | '5 months 18 days | '4 months 21 days |
Disposition fee right intangible | 20,753,000 | 5,968,000 |
Property Management Contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 1,500,000 | 0 |
Weighted average remaining life | '168 months 24 days | '0 months |
Disposition fee right intangible | 19,379,000 | ' |
Landmark at Mallard Creek - Charlotte, NC | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Aggregate purchase price | 18,750,000 | ' |
Excess of disposition fee over disposition fee right | 1,200,000 | ' |
Landmark at Monaco Gardens - Charlotte, NC | Landmark at Mallard Creek - Charlotte, NC | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Percentage of disposition fee | 5.00% | ' |
Aggregate purchase price | 39,600,000 | ' |
Disposition fee | 2,000,000 | ' |
Landmark at Monaco Gardens - Charlotte, NC | Landmark at Mallard Creek - Charlotte, NC | Disposition fee rights | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Disposition fee right intangible | $750,000 | ' |
Identified_Intangible_Assets_N4
Identified Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' |
Net Lease intangibles liability | $1,600,000 | ' | $1,600,000 | ' | $0 |
Amortization expense | $10,700,000 | $371,000 | $19,900,000 | $473,000 | ' |
Other_Assets_Net_Detail
Other Assets, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' |
Deferred financing costs, net of accumulated amortization | $13,699 | $4,509 |
Prepaid expenses and deposits | 3,727 | 992 |
Fair value of cap rate agreement | 475 | 42 |
Other assets, net | $17,901 | $5,543 |
Other_Assets_Net_Parenthetical
Other Assets, Net (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' |
Deferred financing costs, accumulated amortization | $3 | $1.80 |
Unamortized deferred financing costs | $1.50 | ' |
Other_Assets_Net_Additional_In
Other Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense of deferred financing costs | $1,100 | $216 | $2,500 | $323 |
Mortgage_Loan_Payable_Net_Deta
Mortgage Loan Payable, Net (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Participating Mortgage Loans [Line Items] | ' | ' |
Mortgage loan payables | $730,521 | $469,821 |
Premium | 9,592 | 9,673 |
Total mortgage loan payables, net | 740,113 | 479,494 |
Credit facility | 130,000 | ' |
Total secured fixed and variable rate debt, net | 870,113 | 479,494 |
Unsecured notes payable to affiliate | 10,784 | ' |
Unsecured note payable | ' | 500 |
Total unsecured notes | 10,784 | 500 |
Fixed Rate Mortgage Debt | ' | ' |
Participating Mortgage Loans [Line Items] | ' | ' |
Mortgage loan payables | 561,040 | 353,102 |
Variable Rate Mortgage Debt | ' | ' |
Participating Mortgage Loans [Line Items] | ' | ' |
Mortgage loan payables | $169,481 | $116,719 |
Scheduled_Payments_and_Maturit
Scheduled Payments and Maturities of Mortgage Loan Payables, Net, Unsecured Note Payables and Credit Facility (Detail) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Notes payable and other borrowings [Line Items] | ' | ' | |
Unsecured notes maturities, Total | $10,784 | $500 | |
Unsecured Notes Maturities | ' | ' | |
Notes payable and other borrowings [Line Items] | ' | ' | |
2013 | ' | ' | |
2015 | 500 | ' | |
Thereafter | 10,284 | ' | |
Secured Notes Maturities | ' | ' | |
Notes payable and other borrowings [Line Items] | ' | ' | |
2013 | ' | ' | |
2014 | 29,714 | ' | |
2015 | 245,067 | ' | |
2016 | 83,338 | ' | |
2017 | 99,726 | ' | |
Thereafter | 347,245 | ' | |
Secured notes maturities, Total | 805,090 | ' | |
Secured Notes Payment | ' | ' | |
Notes payable and other borrowings [Line Items] | ' | ' | |
2013 | 2,233 | [1] | ' |
2014 | 9,360 | [1] | ' |
2015 | 8,615 | [1] | ' |
2016 | 8,356 | [1] | ' |
2017 | 7,763 | [1] | ' |
Thereafter | 19,104 | [1] | ' |
Secured Note Payments, Total | $55,431 | [1] | ' |
[1] | (1) Secured note payments are comprised of the principal pay downs for mortgage loan payables. |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 19, 2012 | Mar. 14, 2013 | Mar. 14, 2013 | Sep. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 07, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
MortgageLoan | MortgageLoan | Unsecured Notes Payable | Unsecured Notes Payable | Unsecured Notes Payable | Elrm Transaction Unsecured Note Payable To Affiliate | Elrm Transaction Unsecured Note Payable To Affiliate | ELRM Transaction | London Interbank Offered Rate | Monthly interest-only payment | Monthly principal and interest payments | Fixed Rate Mortgage Debt | Fixed Rate Mortgage Debt | Variable Rate Debt | Variable Rate Debt | Variable Rate Secured Credit Facility | Variable Rate Secured Credit Facility | Variable Rate Secured Credit Facility | Variable Rate Secured Credit Facility | |
Unsecured Promissory Note | Unsecured Promissory Note | MortgageLoan | MortgageLoan | Property | Federal Fund Rate | Eurodollar | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage loan payables before discount | $730,521,000 | $469,821,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $561,040,000 | $353,102,000 | ' | ' | ' | ' | ' | ' |
Mortgage loan payables, net of discount or premium | 740,113,000 | 479,494,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 570,600,000 | 362,700,000 | 169,481,000 | 116,700,000 | ' | ' | ' | ' |
Number of mortgage loans, fixed rate | 40 | 26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mortgage loans, variable rate | 'Nine | 'Six | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, minimum | 2.38% | 2.46% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, maximum | 6.58% | 6.58% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | 4.69% | 4.66% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.22% | 5.21% | 2.95% | 3.01% | ' | ' | ' | ' |
Percentage of Mortgage loans payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77.00% | 75.20% | 23.00% | 24.80% | ' | ' | ' | ' |
Number of mortgage loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14 | 34 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on unsecured promissory note | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Contingent Consideration Payable | ' | ' | ' | ' | ' | ' | ' | 284,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured note payable | ' | ' | 10,800,000 | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly interest rate | ' | ' | 3.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Agreement, maturity date | ' | ' | 3-Aug-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Mar-15 | ' | ' |
Secured credit agreement terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The amount available under the Credit Facility is based on the lesser of the following: (i) the aggregate commitments of all lenders and (ii) a percentage of the appraised value for all collateral properties. The credit agreement of the Credit Facility permits multiple term loan draws, which are only available to be drawn for six months following the closing date of the Credit Facility. As of September 30, 2013, 12 of our properties were pledged as collateral under the Credit Facility and we had drawn $130.0 million under the Credit Facility. | ' | ' |
Properties pledged as collateral under credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | ' | ' |
Secured credit amount utilized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | ' | ' |
Line of credit facility outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | ' | ' |
Aggregate maximum principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | ' | ' |
Additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' |
Credit Agreement, maturity date if extended | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Mar-16 | ' | ' |
Secured credit interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'All borrowings under the credit agreement bear interest at an annual rate equal to, at our option, (i) the highest of (A) the federal funds rate, plus one-half of 1.0% and a margin that fluctuates based on our debt yield, (B) the rate of interest as publicly announced from time to time by Bank of America, N.A. as its prime rate, plus a margin that fluctuates based on our debt yield or (C) the Eurodollar Rate (as defined in the credit agreement) for a one-month interest period plus 1.0% and a margin that fluctuates based upon our debt yield or (ii) the Eurodollar Rate (as defined in the credit agreement) plus a margin that fluctuates based upon our debt yield. | ' | ' | ' |
One-month interest period plus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% |
Annual interest rate | ' | ' | ' | ' | ' | ' | ' | ' | 3.15% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility | 130,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | ' | ' |
Prepayment penalties on mortgage loan | $684,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred_Stock_and_Warrants_t1
Preferred Stock and Warrants to Purchase Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Accretion expense | ' | ' | ' | $1,599,000 | ' | ' |
Write off of accretion expense | ' | ' | ' | 1,300,000 | ' | ' |
Accumulated distribution accrued | ' | ' | ' | 0 | ' | 1,700,000 |
Percentage of annual distributions on preferred shares | 14.47% | ' | ' | 9.75% | ' | ' |
Liquidation preference of preferred stock | ' | $10 | ' | $10 | ' | ' |
Preferred dividends classified as interest expense | ' | 5,519,000 | 799,000 | 8,324,000 | 799,000 | ' |
Loss on extinguishment of preferred stock | 9,500,000 | ' | ' | ' | ' | ' |
Issued non-detachable warrants to purchase aggregate shares of common stock | ' | ' | ' | 60,000,000 | ' | ' |
Class of warrant or right, exercise Price of warrants or rights | ' | 9 | ' | 9 | ' | ' |
Public offering price of common stock | ' | ' | ' | 80.00% | ' | ' |
Warrants are being exercised | ' | ' | ' | '60 days | ' | ' |
Close of business on the date that is after completion of the IPO | ' | ' | ' | '60 days | ' | ' |
Fair value of non-detachable warrants | ' | ' | ' | $0.34 | ' | $0.41 |
Liability related to non-detachable warrants | ' | 2,000,000 | ' | 2,000,000 | ' | 2,000,000 |
Preferred Stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Extinguishment of preferred stock, prepayment penalty | 6,400,000 | ' | ' | ' | ' | ' |
Extinguishment of preferred stock, write off of unamortized financing costs | 2,500,000 | ' | ' | ' | ' | ' |
Extinguishment of preferred stock, redemption fee | 600,000 | ' | ' | ' | ' | ' |
Series D Preferred Stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Price per share | ' | $10 | ' | $10 | ' | ' |
Preferred Stock to issue maximum value | ' | 30,200,000 | ' | 30,200,000 | ' | ' |
Accretion expense | ' | 964,000 | ' | 964,000 | ' | ' |
Percentage of annual distributions on preferred shares | 8.75% | ' | ' | ' | ' | ' |
Preferred dividends classified as interest expense | ' | 5,500,000 | ' | 5,600,000 | ' | ' |
Maximum additional Preferred stock to be issued | ' | 3,020,000 | ' | 3,020,000 | ' | ' |
Preferred Stock Cumulative Dividend Rate Per Annum | ' | 14.47% | ' | 14.47% | ' | ' |
Preferred Stock Dividend Rate Percentage Increase | ' | ' | ' | 19.97% | ' | ' |
Entitlement to liquidation distributions | ' | $10 | ' | $10 | ' | ' |
Redemption price per share | ' | $10 | ' | $10 | ' | ' |
Preferred stock redemption percentage | ' | ' | ' | 50.00% | ' | ' |
Fair value of derivative liability | ' | 13,500,000 | ' | 13,500,000 | ' | ' |
Fair value, derivative | ' | 13,500,000 | ' | 13,500,000 | ' | ' |
Cumulative non-convertible redeemable preferred stock | ' | 189,757,000 | ' | 189,757,000 | ' | ' |
Series D Preferred Stock | iStar and BREDS | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | 18,879,300 | ' | 18,879,300 | ' | ' |
Price per share | ' | $10 | ' | $10 | ' | ' |
Series D Preferred Stock | Minimum | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock redemption percentage | ' | ' | ' | 50.00% | ' | ' |
Series D Preferred Stock | Current Dividend [Member] | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred Stock Cumulative Dividend Rate Per Annum | ' | 8.75% | ' | 8.75% | ' | ' |
Preferred Stock Dividend Rate Percentage Increase | ' | ' | ' | 11.00% | ' | ' |
Series A Preferred Stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | 5,000,000 | ' | 5,000,000 | ' | ' |
Price per share | ' | $10 | ' | $10 | ' | ' |
Preferred stock shares, Outstanding | ' | 0 | ' | 0 | ' | ' |
Preferred Stock to issue maximum value | 56,200,000 | ' | ' | ' | ' | 38,200,000 |
Preferred stock redeemed | ' | ' | ' | 50,000,000 | ' | ' |
Percentage of annual distributions on preferred shares | 9.75% | ' | ' | ' | ' | ' |
Cumulative non-convertible redeemable preferred stock | ' | ' | ' | ' | ' | 38,204,000 |
Series B Preferred Stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | 1,000,000 | ' | 1,000,000 | ' | ' |
Price per share | ' | $10 | ' | $10 | ' | ' |
Preferred stock shares, Outstanding | ' | 0 | ' | 0 | ' | ' |
Preferred Stock to issue maximum value | 11,200,000 | ' | ' | ' | ' | 9,600,000 |
Preferred stock redeemed | ' | ' | ' | 10,000,000 | ' | ' |
Percentage of annual distributions on preferred shares | 9.75% | ' | ' | ' | ' | ' |
Cumulative non-convertible redeemable preferred stock | ' | ' | ' | ' | ' | 9,551,000 |
Series A and B Preferred Stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Accretion expense | ' | ' | ' | 635,000 | ' | ' |
Preferred dividends classified as interest expense | ' | ' | 799,000 | 2,700,000 | 799,000 | ' |
Series D cumulative non-convertible redeemable preferred stock | ' | ' | ' | ' | ' | ' |
Preferred Securities And Warrants [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred Stock to issue maximum value | ' | $189,800,000 | ' | $189,800,000 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Mar. 14, 2013 | |
Commitments and Contingencies [Line Items] | ' | ' |
Estimated fair value | ' | $6,700,000 |
Incurred liability on contingency | 2,000,000 | ' |
Acquisition contingent consideration reduced | 568,000 | ' |
Percentage of consideration paid in restricted limited partnership units | 50.00% | ' |
Percentage of consideration paid in promissory notes | 50.00% | ' |
Incurred contingency liability paid | 1,100,000 | ' |
Adjustment to fair value of contingent consideration | 922,000 | ' |
Restricted units value of limited partnership | 284,000 | ' |
Changes in fair value recorded in general, administrative and other expenses | 922,000 | ' |
Unsecured Notes Payable To Affiliates | Affiliate | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Unsecured note payable | 284,000 | ' |
Restricted Limited Partnership Units | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Incurred liability on contingency | 855,000 | ' |
Promissory Note | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Aggregate Consideration as promissory note payable | 284,000 | ' |
Limited Partnership Units | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Restricted units value of limited partnership | 568,000 | ' |
Class A Units | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Aggregate Consideration as promissory note payable | 5,000,000 | ' |
Commitment period | '18 months | ' |
Purchase of Units by Operating Partnership | 300,000 | ' |
ELRM Transaction | Promissory note payable in operating Partnership | ' | ' |
Commitments and Contingencies [Line Items] | ' | ' |
Operating partnership | $10,000,000 | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 5 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 23, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 14, 2013 | |
Property | Contributed Properties | Non-contributed Properties | Other Properties [Member] | Unsecured Notes Payable | Unsecured Notes Payable | Unsecured Notes Payable | Property Management Contracts | Maximum | ELRM | ELRM | ELRM Transaction | ELRM Transaction | ELRM Transaction | ELRM Transaction | ELRM Transaction | ELRM Transaction | Elrm Transaction Unsecured Note Payable To Affiliate | |||||
Property | Property | Property | Property | Property | Property | Unsecured Promissory Note | Maximum | Minimum | Unsecured Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease term | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly lease rental expense | ' | ' | $2,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate lease rental | 165,000 | ' | 165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | ' | 59 | ' | ' | 16 | 16 | ' | ' | ' | ' | ' | 34 | ' | ' | ' | 38 | ' | ' | ' | ' | ' |
Percentage of fees equal to gross receipts | ' | ' | ' | ' | ' | 3.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Management support fees | 0 | 25,000 | 418,000 | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable due to affiliates, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,600,000 | 183,000 | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38 | 34 | 32 | ' | ' | ' | ' | ' | ' | ' | ' |
Other receivable due from affiliates | 5,272,000 | ' | 5,272,000 | ' | 1,613,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,300,000 | 5,300,000 | 1,600,000 | ' | ' | ' | ' |
Reimbursement percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 25.00% | ' |
Costs reimbursed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 228,750 | 391,800 | ' | ' | ' | ' | ' |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Business Acquisition Contingent Consideration Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 284,000 | ' | ' | ' |
Unsecured note payable | ' | ' | ' | ' | ' | ' | ' | ' | $10,800,000 | $500,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||
Mar. 14, 2013 | Feb. 24, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Aug. 27, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Property | Property | Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | Properties | Affiliated Properties | Affiliated Properties | Directors Restricted Stock | Restricted common stock | Restricted common stock | Series A Preferred Stock | Series B Preferred Stock | Series D Preferred Stock | Distribution Reinvestment Plan | 2006 Incentive Award Plan | 2006 Incentive Award Plan | 2006 Incentive Award Plan | 2006 Incentive Award Plan | 2006 Incentive Award Plan | 2006 Award Plan and 2012 Award Plan | |||||||
Restricted common stock | Restricted common stock | Restricted common stock | Restricted common stock | |||||||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | 50,000,000 | ' | 50,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 1,000,000 | 18,879,300 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock Shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 1,000,000 | 18,879,300 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 300,000,000 | ' | 300,000,000 | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued | ' | ' | 23,898,802 | ' | 23,898,802 | ' | 20,655,646 | ' | ' | ' | 1,011,817 | 2,055,215 | ' | 5,000 | ' | ' | ' | ' | ' | 171,124 | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | 23,898,802 | ' | 23,898,802 | ' | 20,655,646 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock distributions per share | ' | ' | ' | ' | $0.30 | ' | $0.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares excluded from computation of diluted earnings per share | ' | ' | ' | ' | 7,400 | ' | 5,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Limited Partnership Units issued | ' | ' | ' | ' | ' | ' | ' | ' | 25,841,779 | 18,688,221 | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limited partnership units for a total consideration | ' | ' | $210,600,000 | ' | $210,600,000 | ' | $152,300,000 | ' | ' | ' | ' | ' | $9,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of contributed properties closed | ' | ' | 20 | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional limited partnership units to The Elco Parties | ' | ' | 5,200,000 | ' | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of years restricted limited partnership subject to vesting and cancellation | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term incentive plan issued | ' | ' | 720,321 | ' | 720,321 | ' | 366,120 | 98,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted LTIP Units | 256,042 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum DRIP reinvestment shares | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum proceeds from reinvestment | ' | 95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for shares under the Amended and Restated DRIP | ' | $8.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period to terminate participant's participation in DRIP | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amendment effective date | ' | 'Mar. 11, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock distributions reinvestment, amount | ' | ' | 465,000,000 | 480,000,000 | 1,395,000 | 1,478,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock distributions reinvestment, shares | ' | ' | 57,028 | 56,117 | 171,124 | 161,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock distributions reinvestment, amount outstanding | ' | ' | 19,900,000 | ' | 19,900,000 | ' | 18,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock distributions reinvestment, shares outstanding | ' | ' | 2,131,417 | ' | 2,131,417 | ' | 1,960,293 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | 2,000,000 |
Compensation expense of restricted stock | ' | ' | ' | ' | 1,172,000 | 3,155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | 33,000 | 24,000 | 45,000 | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 44,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense, recognition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 11 months 27 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of restricted common stock | ' | ' | $67,000 | ' | $67,000 | ' | $54,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average Price per share of restricted stock | ' | ' | ' | ' | $9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Status_of_Nonvested_Shares_of_
Status of Nonvested Shares of Restricted Common Stock (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Restricted Common Stock, Beginning Balance | 5,400 |
Restricted Common Stock, Granted | 5,000 |
Restricted Common Stock, Vested | -3,000 |
Restricted Common Stock, Forfeited | ' |
Restricted Common Stock, Ending Balance | 7,400 |
Restricted Common Stock, Expected to vest, Ending Balance | 7,400 |
Weighted Average Grant Date Fair Value, Beginning Balance | $10 |
Weighted Average Grant Date Fair Value, Granted | $8.15 |
Weighted Average Grant Date Fair Value, Vested | $8.15 |
Weighted Average Grant Date Fair Value, Forfeited | ' |
Weighted Average Grant Date Fair Value, Ending Balance | $9 |
Expected to vest, Ending Balance | $9 |
Non_Controlling_Interests_Addi
Non Controlling Interests - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 03, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | Redeemable Non - Controlling Interests Operating Partnership | ||||
Contributed Properties | Additional Properties [Member] | ELRM Transaction | |||||||
Noncontrolling Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Partnership agreement holding period | ' | ' | ' | '12 months | ' | ' | ' | ' | ' |
Cash redemption amount | ' | ' | ' | $8.15 | ' | ' | ' | ' | ' |
Number of Limited Partnership Units issued | ' | ' | ' | ' | 25,841,779 | 18,688,221 | 21,215,430 | 3,256,148 | 1,370,201 |
Limited partnership units for a total consideration | ' | ' | ' | ' | $210,600,000 | ' | $172,900,000 | $26,500,000 | $11,200,000 |
Limited partnership units redemption value | ' | ' | ' | ' | 210,600,000 | ' | ' | ' | ' |
Distributions Accrued Not Paid on Limited Partnership Units | ' | 646,000 | 934,000 | ' | ' | ' | ' | ' | ' |
Controlling ownership interest percent | ' | ' | ' | ' | 61.70% | 52.50% | ' | ' | ' |
Non-Controlling ownership interest percent | ' | ' | ' | ' | 38.30% | 47.50% | ' | ' | ' |
Non-controlling interest | 4,398,000 | 4,398,000 | 0 | ' | ' | ' | ' | ' | ' |
Net loss attributable to non-controlling interests | $422,000 | $422,000 | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Derivatives_and_2
Fair Value of Derivatives and Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 07, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 16, 2013 | Jul. 31, 2013 | Mar. 07, 2013 | Oct. 31, 2012 | |
Derivative | Interest Rate Caps | Interest Rate Caps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | ||||||
Derivative | Derivative | MortgageLoan | Derivative | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average capped rate | 3.68% | ' | 3.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of Rate Cap Agreement | ' | ' | ' | ' | ' | ' | $102,100,000 | ' | $32,100,000 | ' | ' | ' | $12,400,000 |
Maturity date | ' | ' | ' | ' | ' | ' | 1-Jul-18 | ' | ' | ' | ' | ' | ' |
Premium paid for execution of agreement | ' | ' | 676,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate net fair value of agreement | 475,000 | ' | 475,000 | ' | ' | 42,000 | 475,000 | 42,000 | ' | ' | ' | ' | ' |
Interest Expense in Fair Value | 90,000 | 49,000 | 145,000 | 49,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 2 | ' | 3 |
Number of Interest rate swap agreement closed | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mortgage loan closed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' |
Interest rate swap agreement closed amount | ' | ' | ' | ' | 12,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gains losses on hedging derivatives qualifying as cash flow hedges | ($844,000) | $0 | ($534,000) | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Derivative_Arrangem
Summary of Derivative Arrangements and Consolidated Hedging Derivatives (Detail) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | ||||
In Thousands, unless otherwise specified | Interest Rate Caps | Interest Rate Swaps | Interest Rate Swaps | Non-designated Hedges | Non-designated Hedges | Non-designated Hedges | Non-designated Hedges | Non-designated Hedges | Non-designated Hedges | Cash Flow Hedges | Cash Flow Hedges | Cash Flow Hedges | Cash Flow Hedges | Cash Flow Hedges | Cash Flow Hedges | ||||
Interest Rate Caps | Interest Rate Caps | Interest Rate Caps | Interest Rate Caps | Interest Rate Caps | Interest Rate Caps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | Interest Rate Swaps | ||||||||
Minimum | Minimum | Maximum | Maximum | Minimum | Minimum | Maximum | Maximum | ||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Notional balance | $102,100 | $32,100 | $12,400 | $102,065 | $22,670 | ' | ' | ' | ' | $32,100 | $12,442 | ' | ' | ' | ' | ||||
Weighted average interest rate | ' | ' | ' | 2.81% | [1] | 2.48% | [1] | ' | ' | ' | ' | 2.34% | [1] | 3.72% | [1] | ' | ' | ' | ' |
Weighted average capped interest rate | ' | ' | ' | 3.68% | 5.45% | ' | ' | ' | ' | 2.35% | ' | ' | ' | ' | ' | ||||
Maturity date | ' | ' | ' | ' | ' | '2015-03 | '2017-08 | '2018-07 | '2017-08 | ' | ' | '2020-07 | '2019-10 | '2020-08 | '2019-10 | ||||
Estimated fair value, asset/(liability) | ' | ' | ' | $475 | $42 | ' | ' | ' | ' | ($844) | ($310) | ' | ' | ' | ' | ||||
[1] | For interest rate caps, this represents the weighted average interest rate on the debt. |
Liabilities_Measured_at_Fair_V
Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Mortgage loan payables, net | $740,113 | $479,494 | ||
Quoted Prices In Active Markets For Identical Assets | Series D Preferred Stock | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Series D preferred stock derivative | '- | [1] | ' | |
Level 2 fair value | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Mortgage loan payables, net | 763,181 | [2] | 498,824 | [2] |
Credit facility | 130,055 | [2] | ' | |
Liabilities at fair value | 893,236 | 498,824 | ||
Level 2 fair value | Series D Preferred Stock | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Series D preferred stock derivative | '- | [1] | ' | |
Fair value consideration, Level 3 | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Unsecured notes payable to affiliates | 10,784 | [3] | ' | |
Unsecured notes payable | ' | 500 | [4] | |
Acquisition contingent consideration | 3,823 | [5] | ' | |
Warrants | 2,033 | [6] | 2,066 | [1] |
Liabilities at fair value | 30,140 | 2,566 | ||
Fair value consideration, Level 3 | Series D Preferred Stock | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Series D preferred stock derivative | '13500 | [1] | ' | |
Estimated Fair Value | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Mortgage loan payables, net | 763,181 | [2] | 498,824 | [2] |
Unsecured notes payable to affiliates | 10,784 | [3] | ' | |
Unsecured notes payable | ' | 500 | [4] | |
Credit facility | 130,055 | [2] | ' | |
Acquisition contingent consideration | 3,823 | [5] | ' | |
Warrants | 2,033 | [6] | 2,066 | [1] |
Liabilities at fair value | 923,376 | 501,390 | ||
Estimated Fair Value | Series D Preferred Stock | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Series D preferred stock derivative | '13500 | [1] | ' | |
Carrying Amount | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Mortgage loan payables, net | 740,113 | [2] | 479,494 | [2] |
Unsecured notes payable to affiliates | 10,784 | [3] | ' | |
Unsecured notes payable | ' | 500 | [4] | |
Credit facility | 130,000 | [2] | ' | |
Acquisition contingent consideration | 3,823 | [5] | ' | |
Warrants | 2,033 | [6] | 2,066 | [1] |
Liabilities at fair value | $900,253 | $482,060 | ||
Carrying Amount | Series D Preferred Stock | ' | ' | ||
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' | ' | ||
Series D preferred stock derivative | '13500 | [1] | ' | |
[1] | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | |||
[2] | The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | |||
[3] | The fair value is not determinable due to the related party nature of the unsecured notes payable to affiliates, other than the Legacy Unsecured Note. The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | |||
[4] | The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. | |||
[5] | The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value to be equal to the carrying value. | |||
[6] | The fair value is based on management's inputs and assumptions relating primarily to the expected cash flows, and the timing of such cash flows, from the economic rights we acquired in connection with the ELRM Transaction that enables us to earn property management fees and subordinated participation distributions with respect to certain real estate assets. |
Liabilities_Measured_at_Fair_V1
Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) (Series D Preferred Stock) | 9 Months Ended |
Sep. 30, 2013 | |
Series D Preferred Stock | ' |
Fair Value Assets Liabilities Measured On Recurring Basis [Line Items] | ' |
Redemption of Series D Preferred Stock | 50.00% |
Reconciliation_of_Fair_Value_o
Reconciliation of Fair Value of Acquisition Contingent Consideration and Warrant Liability Measured on Recurring Basis (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | |
Unsecured Notes Payable To Affiliates | ' | |
Fair Value Measurement [Line Items] | ' | |
Additions | $10,284 | |
Change due to liability realized | ' | |
Balance at September 30, 2013 | 10,284 | |
Non-Detachable Warrants | ' | |
Fair Value Measurement [Line Items] | ' | |
Balance at December 31, 2012 | 2,066 | |
Additions | 398 | |
Changes in fair value | -431 | [1] |
Balance at September 30, 2013 | 2,033 | |
Acquisition Contingent Consideration Obligations | ' | |
Fair Value Measurement [Line Items] | ' | |
Additions | 6,734 | |
Change due to liability realized | -1,989 | |
Changes in fair value | -922 | [1] |
Balance at September 30, 2013 | 3,823 | |
Series D Preferred Stock Derivative | ' | |
Fair Value Measurement [Line Items] | ' | |
Additions | 13,500 | |
Balance at September 30, 2013 | $13,500 | |
[1] | Reflected in general, administrative and other expense on the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2013. |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | |
Property | 2013 Property Acquisitions | ELRM Acquisition | ELRM Acquisition | Contributed Properties | Consolidated Joint Ventures | Property portfolio | Property Acquisitions | Affiliated Properties | 2012 Property Acquisitions | ||||
Property | Property | Property | Property | Property | |||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of total properties | ' | ' | 30 | ' | ' | ' | ' | 5 | 1 | ' | ' | 7 | 4 |
Additions of apartment units | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,607 | ' | ' | 953 |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $610,600,000 | ' | $89,600,000 |
Acquisition-related expenses | 9,327,000 | 15,035,000 | 11,967,000 | 16,644,000 | ' | 175,000 | 10,500,000 | ' | ' | ' | ' | ' | 726,000 |
Revenue | 48,497,000 | 35,384,000 | 140,001,000 | 101,835,000 | 21,500,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | 1,400,000 |
Net Income (loss) | ($24,156,000) | ($27,124,000) | ($42,048,000) | ($62,904,000) | $17,600,000 | $848,000 | ' | ' | ' | ' | ' | ' | $440,000 |
Fair_Value_of_Assets_Acquired_
Fair Value of Assets Acquired and Liabilities Assumed at Time of Acquisition (Detail) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
In Thousands, unless otherwise specified | 2013 Property Acquisitions | 2012 Property Acquisitions |
Business Acquisition [Line Items] | ' | ' |
Land | $99,602 | $14,607 |
Land improvements | 44,411 | 4,543 |
Building and improvements | 425,624 | 65,920 |
Furniture, fixtures and equipment | 10,453 | 1,338 |
In-place leases | 33,195 | 2,301 |
(Above)/below market leases | -2,650 | ' |
Fair market value of assumed debt | -220,059 | -26,189 |
Other assets/liabilities, net | -4,994 | 288 |
Total | 385,582 | 62,808 |
Equity/limited partnership unit consideration | -48,685 | -16,730 |
Net cash consideration | $336,897 | $46,078 |
Fair_Value_of_Property_Managem
Fair Value of Property Management Business (Detail) (USD $) | Sep. 30, 2013 | Mar. 14, 2013 | |
In Thousands, unless otherwise specified | Property Management Business | ||
Business Acquisition [Line Items] | ' | ' | |
Furniture, fixtures and equipment | ' | $81 | |
Other assets, net | ' | 150 | |
Identified intangible assets, net | ' | 21,070 | [1],[2] |
Goodwill | ' | 10,710 | [2],[3] |
Total purchase price | ' | 32,011 | |
Accounts payable and accrued liabilities | ' | -196 | |
Unsecured notes payable to affiliate | ' | -10,000 | |
Limited partnership units | ' | -9,839 | |
Acquisition contingent consideration | -3,823 | -6,734 | |
Deferred tax liability | ' | -5,242 | |
Cash paid | ' | $0 | |
[1] | Included in identified intangible assets, net on the condensed consolidated balance sheets, as of September 30, 2013. | ||
[2] | In the three months ended September 30, 2013, we recorded an increase to goodwill of $3.3 million and a decrease to identified intangible assets of $3.3 million as a measurement period adjustment as we obtained the necessary information to quantify the value of intangible assets acquired during the quarter. | ||
[3] | Included as goodwill on the condensed consolidated balance sheets, as of September 30, 2013. Our annual impairment test date will be December 31, 2013. Goodwill reflects the value of ELRM's assembled work force and the deferred tax liability. |
Fair_Value_of_Property_Managem1
Fair Value of Property Management Business (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Increase in goodwill | $3.30 |
Decrease to identified intangible assets | $3.30 |
Pro_Forma_Revenues_Net_Loss_Ne
Pro Forma Revenues, Net Loss, Net Loss Attributable to Controlling Interest and Net Loss Per Common Share Attributable to Controlling Interest - Basic and Diluted (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenues | $48,497 | $35,384 | $140,001 | $101,835 |
Net loss | -24,156 | -27,124 | -42,048 | -62,904 |
Net loss attributable to controlling interest | ($11,899) | ($26,872) | ($20,713) | ($62,319) |
Net loss per common share attributable to controlling interest - basic and diluted | ($0.50) | ($1.32) | ($0.93) | ($3.10) |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Sep. 30, 2013 | Oct. 31, 2013 | Oct. 29, 2013 | Oct. 10, 2013 | Oct. 09, 2013 | Oct. 09, 2013 | Oct. 09, 2013 | Oct. 03, 2013 | Oct. 03, 2013 | Oct. 10, 2013 | Oct. 10, 2013 | Oct. 16, 2013 | Oct. 30, 2013 | Oct. 30, 2013 | Oct. 29, 2013 | Oct. 29, 2013 |
Property | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Note | Declaration of Distributions | Declaration of Distributions | Declaration of Distributions | Landmark At Woodland Trace Lp | Landmark At Grayson Park Lp | Landmark At Collin Creek [Member] | Landmark At Collin Creek [Member] | Landmark At Lancaster Place [Member] | Landmark At Courtyard Villas | Landmark At Sutherland Park | iStar | BREDS | ||||
Distribution One | Distribution Two | Property | Property | Property | Prorations and adjustments | Property | Property | Property | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Membership interests, Percentage | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' |
Aggregate consideration for acquisition | ' | ' | ' | ' | ' | ' | ' | $26,800,000 | $32,000,000 | $21,500,000 | $21,800,000 | $0 | $21,400,000 | $33,400,000 | ' | ' |
Limited partnership units issued as consideration | ' | ' | ' | ' | ' | ' | ' | 1,513,110 | 2,034,892 | ' | ' | 901,988 | ' | ' | ' | ' |
Consideration, debt assumed | ' | ' | ' | ' | ' | ' | ' | 14,800,000 | 15,900,000 | ' | ' | 10,600,000 | 14,000,000 | 21,800,000 | ' | ' |
Number of units in real estate property | 550 | ' | ' | ' | ' | ' | ' | 384 | 408 | 314 | ' | 240 | 256 | 480 | ' | ' |
Consideration, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' |
Consideration, cash paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,100,000 | 14,100,000 | ' | ' |
Increased aggregate borrowings available under credit facility | ' | ' | ' | 145,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount drew down under the credit facility | ' | 15,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of amended promissory notes | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended promissory notes value under credit facility | ' | ' | ' | 72,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount available to be drawn on incremental facility | ' | ' | ' | 34,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,398,000 | 699,000 |
Price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10 | $10 |
Preferred Stock issued for cash | ' | ' | $21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annualized distribution | ' | ' | ' | ' | ' | 3.00% | 3.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share | ' | ' | ' | ' | $8.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized distribution | ' | ' | ' | ' | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |