Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Landmark Apartment Trust, Inc. | |
Entity Central Index Key | 1347523 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 25,720,852 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate investments: | ||
Operating properties, net | $1,686,675 | $1,727,505 |
Cash and cash equivalents | 17,552 | 8,999 |
Accounts receivable | 6,737 | 5,390 |
Other receivables due from affiliates | 604 | 1,627 |
Restricted cash | 22,507 | 28,734 |
Goodwill | 4,579 | 4,579 |
Investments in unconsolidated entities | 8,316 | 8,962 |
Identified intangible assets, net | 15,025 | 16,464 |
Other assets, net | 20,023 | 18,089 |
Total assets | 1,782,018 | 1,820,349 |
Liabilities: | ||
Mortgage loan payables, net | 999,155 | 1,021,683 |
Secured credit facility | 158,420 | 159,176 |
Line of credit | 9,902 | 3,902 |
Unsecured notes payable to affiliates | 6,116 | 6,116 |
Accounts payable and accrued liabilities | 58,471 | 55,386 |
Other payables due to affiliates | 278 | 117 |
Acquisition contingent consideration | 3,000 | 2,900 |
Security deposits, prepaid rent and other liabilities | 7,325 | 7,993 |
Total liabilities | 1,512,564 | 1,531,231 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 300,000,000 shares authorized; 25,684,047 and 25,628,526 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively | 255 | 254 |
Additional paid-in capital | 227,753 | 227,205 |
Accumulated other comprehensive loss | -432 | -340 |
Accumulated deficit | -205,869 | -198,384 |
Total stockholders’ equity | 21,707 | 28,735 |
Redeemable non-controlling interests in operating partnership | 221,493 | 233,652 |
Non-controlling interest partners | 26,254 | 26,731 |
Total equity | 269,454 | 289,118 |
Total liabilities and equity | 1,782,018 | 1,820,349 |
Series D Preferred Stock | ||
Liabilities: | ||
Cumulative non-convertible redeemable preferred stock with derivative | 199,602 | 202,380 |
Series E Preferred Stock | ||
Liabilities: | ||
Cumulative non-convertible redeemable preferred stock with derivative | $70,295 | $71,578 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 25,684,047 | 25,628,526 |
Common stock, shares outstanding (in shares) | 25,684,047 | 25,628,526 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | |||
Rental income | $54,716 | $51,801 | |
Other property revenues | 8,306 | 7,328 | |
Management fee income | 961 | 958 | |
Reimbursed income | 3,492 | 2,432 | |
Total revenues | 67,475 | 62,519 | |
Expenses: | |||
Rental expenses | 27,974 | 27,197 | |
Reimbursed expense | 3,492 | 2,432 | |
General, administrative and other expense | 6,123 | 6,339 | |
Change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration | -789 | [1] | -1,683 |
Acquisition-related expenses | 0 | 3,718 | |
Depreciation and amortization | 17,886 | 32,044 | |
Restructuring charges | 398 | 0 | |
Total expenses | 55,084 | 70,047 | |
Other income/(expense): | |||
Interest expense, net | -15,735 | -15,605 | |
Preferred dividends classified as interest expense | -10,820 | -9,980 | |
Gain on sale of operating properties | 2,297 | 0 | |
Income/(loss) from unconsolidated entities | 49 | -231 | |
Loss on debt and preferred stock extinguishment | -2,269 | 0 | |
Loss before income tax | -14,087 | -33,344 | |
Income tax (expense)/benefit | -133 | 443 | |
Net loss | -14,220 | -32,901 | |
Less: Net loss attributable to redeemable non-controlling interest in operating partnership | 8,900 | 19,149 | |
Net (income)/loss attributable to non-controlling interest partners | -191 | 1,483 | |
Net loss attributable to common stockholders | -5,511 | -12,269 | |
Other comprehensive loss: | |||
Change in cash flow hedges | -356 | -279 | |
Change in cash flow hedges attributable to redeemable non-controlling interests in operating partnership | 149 | 115 | |
Change in cash flow hedges attributable to non-controlling interest partners | 115 | 90 | |
Comprehensive loss attributable to common stockholders | ($5,603) | ($12,343) | |
Earnings per weighted average common share — basic and diluted: | |||
Net loss per common share attributable to common stockholders — basic and diluted (in dollars per share) | ($0.22) | ($0.49) | |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 25,472,860 | 25,218,263 | |
Weighted average number of common units held by non-controlling interests — basic and diluted (in shares) | 40,635,030 | 38,215,768 | |
Distributions declared per share of common stock (in dollars per share) | $0.08 | $0.08 | |
[1] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the condensed consolidated statements of comprehensive operations for the three months ended March 31, 2015. |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity | Redeemable Non- Controlling Interests in Operating Partnership | Non- Controlling Interest Partners |
In Thousands, except Share data, unless otherwise specified | ||||||||
Balance at Dec. 31, 2014 | $289,118 | $254 | $227,205 | ($340) | ($198,384) | $28,735 | $233,652 | $26,731 |
Balance (in shares) at Dec. 31, 2014 | 25,628,526 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Change in cash flow hedges | -356 | -92 | -92 | -149 | -115 | |||
Offering costs | -2 | -2 | -2 | |||||
Amortization of nonvested restricted common stock | 98 | 98 | 98 | |||||
Issuance of common stock under the DRIP (in shares) | 55,521 | |||||||
Issuance of common stock under the DRIP | 453 | 1 | 452 | 453 | ||||
Distributions | -5,637 | -1,974 | -1,974 | -3,110 | -553 | |||
Net loss attributable to redeemable non-controlling interests in operating partnership | -8,900 | -8,900 | ||||||
Net income attributable to non-controlling interest partners | 191 | 191 | ||||||
Net loss attributable to common stockholders | -5,511 | -5,511 | -5,511 | |||||
Balance at Mar. 31, 2015 | $269,454 | $255 | $227,753 | ($432) | ($205,869) | $21,707 | $221,493 | $26,254 |
Balance (in shares) at Mar. 31, 2015 | 25,684,047 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($14,220) | ($32,901) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization (including deferred financing costs and debt discount) | 18,550 | 33,095 |
Gain on sale of operating properties | -2,297 | 0 |
Loss on debt and preferred stock extinguishment | 2,269 | 0 |
Deferred income tax benefit | 0 | -443 |
Accretion expense related to preferred stock | 1,716 | 1,513 |
Changes in fair value of preferred stock derivatives/warrants and acquisition contingent consideration | -789 | -1,683 |
Equity based compensation, net of forfeitures | 98 | 315 |
Bad debt expense | 575 | 665 |
(Income)/loss from unconsolidated entities | -49 | 404 |
Unconsolidated entity distributions | 0 | 181 |
Changes in operating assets and liabilities: | ||
Increase in operating assets | 4 | -2,927 |
Increase in operating liabilities | 2,117 | 3,501 |
Net cash provided by operating activities | 7,974 | 1,720 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of properties, net | 0 | -84,327 |
Proceeds from the sale of operating properties, net | 22,281 | 0 |
Capital expenditures | -1,632 | -12,188 |
Return of investment from unconsolidated entities | 632 | 0 |
Change in deposits on real estate acquisitions | 0 | 261 |
Change in restricted cash — capital replacement reserves | 2,216 | -3,004 |
Net cash provided by/(used in) investing activities | 23,497 | -99,258 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the issuance of mortgage loan payables | 0 | 15,600 |
Payments on mortgage loan payables | -14,939 | -2,596 |
Net proceeds on line of credit | 6,000 | 2,629 |
Net (repayment)/proceeds on secured credit facility | -756 | 20,700 |
Proceeds from the issuance of redeemable preferred stock | 0 | 68,000 |
Redemption of preferred stock | -5,566 | 0 |
Payment of yield maintenance prepayment penalties and deferred financing costs | -2,472 | -2,664 |
Payment of offering costs | -2 | -3 |
Distributions paid to common stockholders | -1,471 | -1,329 |
Distributions paid to holders of LTIP Units | -49 | -54 |
Distributions to non-controlling interest partners | -553 | -292 |
Distributions paid to redeemable non-controlling interests in operating partnership | -3,110 | -2,740 |
Net cash (used in)/provided by financing activities | -22,918 | 97,251 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 8,553 | -287 |
Cash and cash equivalents — Beginning of period | 8,999 | 4,349 |
Cash and cash equivalents — End of period | 17,552 | 4,062 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
State income taxes | 133 | 0 |
Investing Activities: | ||
Accrued capital expenditures | 366 | 0 |
Financing Activities: | ||
Mortgage loan payables assumed with the acquisition of properties, net | 0 | 150,975 |
Release of mortgage loan payable on the sale of properties | 6,704 | 0 |
Issuance of redeemable non-controlling interests in operating partnership for acquisition of properties and the ELRM Transaction including settlement of contingent consideration | 0 | 54,622 |
Issuance of common stock under the DRIP | 453 | |
Change in other comprehensive operations | -357 | -279 |
Preferred Stock | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 6,766 | 5,759 |
Distribution Reinvestment Plan | ||
Financing Activities: | ||
Issuance of common stock under the DRIP | 453 | |
Distribution Reinvestment Plan | Common Stock | ||
Financing Activities: | ||
Issuance of common stock under the DRIP | 453 | 561 |
Redeemable Non- Controlling Interests in Operating Partnership | ||
Financing Activities: | ||
Issuance of redeemable non-controlling interests in operating partnership due to reinvestment of distribution | 0 | 104 |
Fair value of non-controlling interest partner's interest in acquired properties | 0 | 26,501 |
Mortgage Loan Payables and Secured Credit Facility | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 13,314 | 12,198 |
Dividend Declared | Common Stock | ||
Financing Activities: | ||
Distributions declared but not paid | 642 | 631 |
Dividend Declared | Redeemable Non- Controlling Interests in Operating Partnership | ||
Financing Activities: | ||
Distributions declared but not paid | $1,036 | $1,004 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business |
Landmark Apartment Trust, Inc., a Maryland corporation, was incorporated on December 21, 2005. We are self-administered and self-managed, and we conduct substantially all of our operations through Landmark Apartment Trust Holdings, LP, or our operating partnership. We are in the business of acquiring, owning and managing a diverse portfolio of quality properties with stable cash flows and growth potential in the Sunbelt region, which comprises the South and certain Texas markets of the United States. We may acquire and have acquired other real estate-related investments. We focus primarily on investments that produce current income. 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 meet the requirements for qualification and taxation as a REIT. | |
As of March 31, 2015, we consolidated 75 properties, including six properties held through consolidated joint ventures, and two parcels of undeveloped land with an aggregate of 23,492 apartment units, which had an aggregate gross carrying value of $1.8 billion. We refer to these properties as our consolidated properties, all of which we manage. | |
As of March 31, 2015, we also managed 26 properties, in two of which we own a direct minority interest (held through unconsolidated joint ventures), and eight of which are owned by Timbercreek U.S. Multi-Residential Operating L.P., or the Timbercreek Fund, in which we own an indirect minority interest through our investment in Timbercreek U.S. Multi-Residential (U.S.) Holding L.P., a Delaware limited partnership, or Timbercreek Holding. Timbercreek Holding is a limited partner in the Timbercreek Fund. We refer to these ten communities as our managed equity investment properties, which have an aggregate of 3,446 apartment units at March 31, 2015. As of April 14, 2015, the Timbercreek Fund sold one of the managed equity investment properties. The remaining 16 properties, which have an aggregate of 5,560 apartment units, are owned by one or more third parties, including certain entities affiliated with Elco Landmark Residential Holdings, LLC’s, or ELRH, and we refer to these as our managed third party properties. As of April 1, 2015, we transferred the property management for 11 of our 16 formerly managed third party properties to affiliates of their owners. | |
All of our consolidated and managed properties are managed by LATPM, LLC, or our property manager. | |
These financial statements have not been audited. Amounts as of December 31, 2014 included in these financial statements have been derived from the audited consolidated financial statements as of that date. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented 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. Although we believe our footnote disclosures are adequate to make the information presented not misleading, you should read these financial statements in conjunction with the consolidated financial statements and notes to those consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, or GAAP, 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 GAAP 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 our audited consolidated financial statements included in our Annual Report on Form 10-K. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2015. | |
Certain prior year amounts have been reclassified to conform to the current year presentation due to the breakout of the change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration from general, administrative and other expense and the addition of property lease expense into general, administrative and other expenses. | |
Income Taxes | |
For federal income tax purposes, we have elected to be taxed as a REIT under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2006, and we intend to continue to be taxed as a REIT. To qualify as a REIT for federal income tax purposes, we must meet certain organizational and operational requirements, including a requirement to pay distributions to our stockholders of at least 90% of our annual taxable income, excluding net capital gains. As a REIT, we generally will not be subject to federal income tax on net income that we distribute to our stockholders. We are subject to state and local income taxes in some jurisdictions, and in certain circumstances we may also be subject to federal excise taxes on undistributed income. In addition, certain of our activities must be conducted by subsidiaries that elect to be treated as taxable REIT subsidiaries, or TRSs. TRSs are subject to both federal and state income taxes. | |
Our property manager is organized as a TRS and accordingly is subject to income taxation. During the second quarter of 2014, we determined that it is more likely than not that the deferred tax assets will not be realized due to losses incurred by the property manager and recorded a valuation allowance on its deferred tax assets. As of March 31, 2015 and December 31, 2014, the valuation allowance was $1.5 million and $1.1 million, respectively. It is expected that any future net deferred tax assets will continue to be offset by a valuation allowance until the property manager establishes a pattern of profitability. To the extent the property manager generates consistent income, we may reduce the valuation allowance in the period such determination is made. | |
Income tax (expense)/benefit of ($133,000) and $443,000 was recognized for the three months ended March 31, 2015 and 2014, respectively, which included state income tax expense of ($133,000) and $0 for the respective periods. | |
As of March 31, 2015, total net operating loss carry forward for federal income tax purposes was approximately $67 million and $6.1 million for our company and our TRS, respectively. The net operating loss carry forwards will expire beginning 2026 and 2031 for our company and our TRS, respectively. | |
Recently Issued Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board, or FASB, issued accounting standards update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases. We are currently evaluating to determine the potential impact, if any, that the adoption of ASU 2014-09 will have on our financial position and results of operations. | |
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)," effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. We are currently evaluating the potential impact, if any, that the adoption of ASU 2014-15 will have on our footnote disclosures. | |
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)," effective for fiscal years, and for interim periods within those years, beginning after December 15, 2015. The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. We are currently evaluating to determine the potential impact, if any, the adoption of ASU 2015-02 will have on our financial position and results of operations. | |
In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30)," effective for the annual reporting periods beginning after December 15, 2015. The standard simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new guidance will only impact financial statement presentation. The guidance is effective in the first quarter of 2016 and allows for early adoption. We do not expect the adoption of this standard to materially impact our consolidated financial statements. |
Real_Estate_Investments
Real Estate Investments | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Real Estate Investments | Real Estate Investments | |||||||
Our investments in our consolidated owned properties, net consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 273,790 | $ | 278,885 | ||||
Land improvements | 135,592 | 137,646 | ||||||
Building and improvements(1) | 1,402,464 | 1,420,815 | ||||||
Furniture, fixtures and equipment | 38,083 | 38,457 | ||||||
1,849,929 | 1,875,803 | |||||||
Less: accumulated depreciation | (163,254 | ) | (148,298 | ) | ||||
$ | 1,686,675 | $ | 1,727,505 | |||||
-1 | Includes $772,000 and $2.5 million of direct construction costs in progress as of March 31, 2015 and December 31, 2014, respectively. | |||||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $16.4 million and $14.3 million, respectively. | ||||||||
Real Estate Acquisitions | ||||||||
We did not complete any acquisitions during the three months ended March 31, 2015. |
Real_Estate_Disposition_Activi
Real Estate Disposition Activities | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Real Estate Disposition Activities | Real Estate Disposition Activities |
During the three months ended March 31, 2015, we sold two properties, Avondale by the Lakes and Landmark at Savoy Square, with an aggregate of 486 apartment units for a combined purchase price of $31.6 million. As of the date of disposal, the properties had a net carrying value of $26.4 million. One of the mortgage loans, in the aggregate amount of $6.7 million, was directly assumed by the buyer. We incurred expenses and adjustments of $2.6 million associated with the dispositions. Our gain on the sale of the properties was $2.3 million, net of $1.7 million in taxes due related to a tax protection agreement during the three months ended March 31, 2015 for a prior year disposition. Of the $2.3 million of loss on debt and preferred stock extinguishment, $2.0 million relates to a yield maintenance prepayment penalty for the repayment of the mortgage debt paid directly to lenders. The remainder relates to the early extinguishment of the Series D Preferred Stock and Series E Preferred Stock. See Note 8 - Preferred Stock and Warrants to Purchase Common Stock. | |
During the three months ended March 31, 2014 , there were no properties sold. |
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities | |||||||||||||
As of March 31, 2015 and December 31, 2014, we held non-controlling interests in the following investments which are accounted for under the equity method (in thousands, except unit data): | ||||||||||||||
Investment Description | Date | Number | Total Investment at March 31, | Total Investment at December 31, | Percentage Ownership at March 31, | |||||||||
Acquired | of Units | 2015 | 2014 | 2015 | ||||||||||
Landmark at Waverly Place — Melbourne, FL | November 18, 2013 | 208 | $ | 581 | $ | 955 | 20% | |||||||
The Fountains — Palm Beach Gardens, FL | December 6, 2013 | 542 | 3,275 | 3,460 | 20% | |||||||||
Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units | December 20, 2013 | N/A | 4,460 | 4,547 | 8.70% | |||||||||
Total investments | $ | 8,316 | $ | 8,962 | ||||||||||
On November 18, 2013, we acquired an equity interest in the Landmark at Waverly Place property from affiliates of ELRH. We own a 20% non-controlling interest and our joint venture partner owns an 80% controlling interest in Landmark at Waverly Place, LLC, the entity that owns the Landmark at Waverly Place property. The difference between the carrying value and underlying equity in the net assets at March 31, 2015 and December 31, 2014 was $460,000 and $463,000, respectively. | ||||||||||||||
On December 6, 2013, we acquired an equity interest in the Fountains property from affiliates of ELRH. We own a 20% non-controlling interest and our joint venture partner owns an 80% controlling interest in Landmark at Garden Square, LLC, the entity that owns The Fountains property. The difference between the carrying value and underlying equity in the net assets at March 31, 2015 and December 31, 2014 was $830,000 and $839,000, respectively. | ||||||||||||||
On December 20, 2013, in conjunction with the ELRM Transaction (as defined below), we purchased 500,000 Class A Units in Timbercreek Holding from Elco Landmark Residential Holdings II, LLC, or ELRH II, an affiliate of ELRH, for consideration in the amount of $5 million consisting of the issuance of 613,497 of shares of our common stock, therefore, becoming a limited partner in Timbercreek Holding. At March 31, 2015, we indirectly owned approximately 8.7% of the limited partnership interest in the Timbercreek Fund. On March 14, 2013, we completed the acquisition of certain assets constituting the management operations of ELRH, and certain of its affiliates, or, collectively, the ELRM Parties, and acquired the management operations of the ELRM Parties, including certain property management contracts and the rights to earn property management fees and back-end participation for managing certain real estate assets acquired by the Timbercreek Fund. We refer to this acquisition as the ELRM Transaction. |
Identified_Intangible_Assets_N
Identified Intangible Assets, Net | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Identified Intangible Assets, Net | Identified Intangible Assets, Net | |||||||
Identified intangible assets, net consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
In-place leases, net of accumulated amortization of $0 and $788,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 0 months and 3 months as of March 31, 2015 and December 31, 2014, respectively) | $ | — | $ | 591 | ||||
Trade name and trade marks (indefinite lives) | 200 | 200 | ||||||
Property management contracts, net of accumulated amortization of $6 million and $5.2 million as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 77.4 months and 80.4 months as of March 31, 2015 and December 31, 2014, respectively) | 14,825 | 15,673 | ||||||
$ | 15,025 | $ | 16,464 | |||||
As of March 31, 2015 and December 31, 2014, we had below market lease intangibles, net, of $0 and $31,000, 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 below market lease intangibles on a straight-line basis as an increase to rental income. | ||||||||
Amortization expense recorded on the identified intangible assets, net for the three months ended March 31, 2015 and 2014 was $1.4 million and $17.8 million, respectively. |
Debt
Debt | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Debt | Debt | |||||||||||
The following is a summary of our secured and unsecured debt, net of premium at March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||
March 31, | December 31, | |||||||||||
2015 | 2014 | |||||||||||
Mortgage loan payables — fixed | $ | 734,727 | $ | 755,576 | ||||||||
Mortgage loan payables — variable | 257,138 | 257,932 | ||||||||||
Total secured fixed and variable rate debt | 991,865 | 1,013,508 | ||||||||||
Premium, net | 7,290 | 8,175 | ||||||||||
Total mortgage loan payables, net | 999,155 | 1,021,683 | ||||||||||
Secured credit facility | 158,420 | 159,176 | ||||||||||
Line of credit | 9,902 | 3,902 | ||||||||||
Total secured fixed and variable rate debt, net | $ | 1,167,477 | $ | 1,184,761 | ||||||||
Unsecured notes payable to affiliates | $ | 6,116 | $ | 6,116 | ||||||||
Scheduled payments and maturities of secured and unsecured debt at March 31, 2015 were as follows (in thousands): | ||||||||||||
Year | Secured notes | Secured notes | Unsecured notes | |||||||||
payments(1) | maturities | maturities | ||||||||||
2015(2) | $ | 11,060 | $ | 125,851 | $ | 500 | ||||||
2016 | 11,149 | 400,068 | — | |||||||||
2017 | 9,726 | 99,725 | — | |||||||||
2018 | 8,385 | 105,210 | 5,616 | |||||||||
2019 | 6,975 | 73,278 | — | |||||||||
Thereafter | 39,974 | 268,786 | — | |||||||||
$ | 87,269 | $ | 1,072,918 | $ | 6,116 | |||||||
-1 | Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. | |||||||||||
-2 | Included is maturing debt in the second quarter of 2015 of $67.9 million which has been refinanced or extended subsequent to March 31, 2015. Also included in maturing debt for the third and fourth quarters of 2015 is $39.1 million, and $9.1 million, respectively. We plan to investigate opportunities to extend, refinance or raise funds to repay each of these instruments prior to their respective maturities. | |||||||||||
Mortgage Loan Payables, Net | ||||||||||||
Mortgage loan payables, net were $999.2 million ($991.9 million, excluding premium) and $1.022 billion ($1.014 billion, excluding premium) as of March 31, 2015 and December 31, 2014, respectively. As of March 31, 2015, we had 52 fixed rate and 12 variable rate mortgage loans with effective interest rates ranging from 1.77% to 6.58% per annum and a weighted average effective interest rate of 4.53% per annum. As of March 31, 2015, we had $742.0 million ($734.7 million, excluding premium) of fixed rate debt, or 74.3% of mortgage loan payables, net at a weighted average interest rate of 5.23% per annum and $257.1 million of variable rate debt, or 25.7% of mortgage loan payables, net at a weighted average effective interest rate of 2.51% per annum. As of December 31, 2014, we had 54 fixed rate and 12 variable rate mortgage loans with effective interest rates ranging from 1.76% to 6.58% per annum, and a weighted average effective interest rate of 4.53% per annum. As of December 31, 2014, we had $763.8 million ($755.6 million, excluding premium) of fixed rate debt, or 74.8% of mortgage loan payables, at a weighted average interest rate of 5.22% per annum and $257.9 million of variable rate debt, or 25.2% of mortgage loan payables, net at a weighted average effective interest rate of 2.52% per annum. | ||||||||||||
We are required by the terms of certain loan documents to meet certain financial covenants, including leverage and liquidity tests, and comply with certain financial reporting requirements. We expect to remain in compliance with all covenants for the next 12 months. | ||||||||||||
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 March 31, 2015, 19 of our mortgage loan payables had monthly interest-only payments, while 45 of our mortgage loan payables as of March 31, 2015 had monthly principal and interest payments. | ||||||||||||
Secured Credit Facility | ||||||||||||
The secured facility with Bank of America, N.A. and certain other lenders, or the Secured Credit Facility, is in the aggregate maximum principal amount of $180.0 million and the amount available 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 properties. As of March 31, 2015, we had $158.4 million outstanding under the Secured Credit Facility and 13 of our properties were pledged as collateral. Although $14.1 million is currently available under the Secured Credit Facility, based on a prior draw up to $165.9 million during the year ended December 31, 2014, subject to compliance with applicable collateral requirements, we currently do not expect to borrow any additional amounts prior to its maturity on January 4, 2016. | ||||||||||||
The Secured Credit Facility was scheduled to mature on March 7, 2015. On March 6, 2015, we and the lenders under the Secured Credit Facility entered into an amendment to extend the maturity date of the Secured Credit Facility to March 31, 2015. On March 24, 2015, the Secured Credit Facility was further amended to extend the maturity date to January 4, 2016, and amend certain covenants. As amended, the Secured Credit Facility includes certain financial covenants, including a consolidated leverage ratio, which requires that consolidated funded indebtedness may not exceed, as of the end of any quarter, 75% of total asset value and a consolidated fixed charge coverage ratio, which as of the end of any quarter shall not be less than 1.05:1.00. As of March 31, 2015 we were in compliance with all such requirements. We expect to remain in compliance with all covenants for the next 12 months. | ||||||||||||
Pursuant to the terms of the credit agreement governing the terms of the Secured Credit Facility, we and certain of our indirect subsidiaries guaranteed all of the obligations of our 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. | ||||||||||||
All borrowings under the Secured Credit Facility 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% 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 for a one-month interest period plus 1% 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 March 31, 2015, our annual interest rate was 3.43% on principal outstanding of $158.4 million, which represents the Eurodollar Rate, based on a one-month interest period plus a margin of 3.25%. | ||||||||||||
Line of Credit | ||||||||||||
On January 22, 2014, we entered into an agreement with Bank Hapoalim, as lender, for a revolving line of credit, or our revolving line of credit, in the aggregate principal amount of up to $10.0 million to be used for our working capital and general corporate purposes. Our revolving line of credit, which was originally scheduled to mature on January 22, 2015, was extended until March 6, 2015 and further extended until March 31, 2015. On March 24, 2015, the revolving line of credit was further amended to extend the maturity date to January 4, 2016 and amend certain covenants. As amended, the revolving line of credit includes certain financial covenants, including (i) a consolidated leverage ratio which requires that consolidated funded indebtedness may not exceed, as of the end of any quarter, 75% of total asset value, (ii) a consolidated fixed charge coverage ratio, which as of the end of any quarter shall not be less than 1.05:1.00 and (iii) a funds from operations, or FFO, covenant which requires us to achieve FFO of at least $1.00 in each fiscal year. We expect to remain in compliance with all covenants for the next 12 months. We have pledged $1.5 million in cash and equity interest in certain of our subsidiaries as collateral, which is recorded in restricted cash on the unaudited condensed consolidated balance sheet. As of March 31, 2015, we had $9.9 million outstanding under our revolving line of credit with $100,000 available to be drawn. Our revolving line of credit bears an annual interest rate equal to LIBOR plus a 3.25% margin. As of March 31, 2015, our annual interest rate was 3.43%. | ||||||||||||
Unsecured Notes Payable to Affiliates | ||||||||||||
On March 14, 2013, as part of the consideration for the ELRM Transaction, we entered into an unsecured note payable to ELRH II in the principal amount of $10.0 million. On December 20, 2013, we repaid $5.0 million of the outstanding principal amount on the note by issuing to ELRH II 613,497 shares of restricted common stock. Between May 2013 and October 2014, as part of the earnout consideration in connection with the ELRM Transaction, we also issued to ELRH II unsecured promissory notes in the aggregate principal amount of $616,000. These unsecured notes payable to affiliates 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% at our option. | ||||||||||||
As of March 31, 2015 and December 31, 2014, 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, and, therefore, the Legacy Unsecured Note was recorded as an unsecured note payable to affiliates in our condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014. | ||||||||||||
Deferred Financing Cost, Net | ||||||||||||
As of March 31, 2015 and December 31, 2014, we had $9.5 million and $10.7 million, respectively, in deferred financing costs, net of accumulated amortization of $11.5 million and $10.4 million, respectively. Deferred financing costs, net are included in other assets, net on our condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014. | ||||||||||||
Amortization expense recorded on the deferred financing costs for the three months ended March 31, 2015 and 2014 was $1.5 million and $1.9 million, respectively |
Preferred_Stock_and_Warrants_t
Preferred Stock and Warrants to Purchase Common Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock and Warrants to Purchase Common Stock | Preferred Stock and Warrants to Purchase Common Stock |
Series D Preferred Stock | |
As of March 31, 2015 and December 31, 2014, we had issued an aggregate of 20,586,252 shares and 20,976,300 shares, respectively, of our 8.75% Series D Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, or our Series D Preferred Stock, to iStar Apartment Holdings LLC, or iStar, and BREDS II Q Landmark LLC, or BREDS, at $10.00 per share, for an aggregate of $205.9 million and $209.8 million, respectively. On January 23, 2015, we used $4.3 million of sale proceeds, from the sale of the Richmond on the Fairway property in 2014, to redeem 390,048 shares of the Series D Preferred Stock and paid all accrued interest related to those shares to iStar and BREDS. | |
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, or the Series D 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. On March 1, 2015, the Series D Current Dividend increased from 8.75% to 11% per annum compounded monthly. We may, however, 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 Series D 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 Series D Current Dividend on the 15th of each month. Series D Preferred Stock dividends are recorded as preferred dividends classified as interest expense in our condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2015 and 2014, we incurred preferred dividends classified as interest expense of $8.1 million and $7.7 million, respectively, related to the Series D Preferred Stock. | |
We are required to redeem all outstanding shares of the Series D Preferred Stock on June 28, 2016, subject to a one-year extension, for a cash payment to the holders of the Series D Preferred Stock 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 sheets as of March 31, 2015 and December 31, 2014. 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, the Secured 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 agreements, including a public offering of the company’s common stock, we are obligated to redeem not less than 50% of the shares of the Series D Preferred Stock then outstanding. 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. 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 ended March 31, 2015 and 2014 was $1.1 million and $979,000, respectively. | |
The derivative is recorded at fair value for each reporting period, with changes in fair value being recorded through change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration in our condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2014, we recorded a decrease in the fair value of the derivative of $900,000. As of March 31, 2015 and December 31, 2014, this derivative had no fair value. 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 $199.6 million and $202.4 million as of March 31, 2015 and December 31, 2014, respectively. See Note 13, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. | |
Series E Preferred Stock | |
As of March 31, 2015 and December 31, 2014, we had issued an aggregate of 7,262,400 shares and 7,400,000 shares, respectively, of our 9.25% Series E Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, or our Series E Preferred Stock, to iStar and BREDS at a price of $10.00 per share, for an aggregate of $72.6 million and $74.0 million, respectively. The proceeds from the sale of the Series E Preferred Stock were used primarily to acquire and renovate additional properties. On January 23, 2015, the company used $1.6 million of sale proceeds, from the sale of the Richmond on Fairway property during 2014, to redeem 137,600 shares of the Series E Preferred Stock and paid all accrued interest related to those shares to iStar and BREDS. | |
Holders of our Series E Preferred Stock are entitled to cumulative cash dividends of 14.47% per annum, compounded monthly. A portion of the cumulative cash dividend equal to 9.25% per annum compounded monthly, or the Series E 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 E Preferred Stock. On October 1, 2015, the Series E Current Dividend will increase from 9.25% to 11.25% per annum compounded monthly. We may, however, 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 Series E 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 Series E Current Dividend on the 15th of each month. Series E Preferred Stock dividends are recorded as preferred dividends classified as interest expense in our condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2015 and 2014, we incurred preferred dividends classified as interest expense of $2.7 million and $2.3 million, respectively, related to the Series E Preferred Stock. | |
We are required to redeem all outstanding shares of Series E Preferred Stock on June 28, 2016, subject to a one-year extension, for a cash payment to the holders of the Series E Preferred Stock in an amount per share equal to $10.00 plus any accrued and unpaid dividends due pursuant to the Series E Preferred Stock agreements. Based on the requirement of redemption for cash, the Series E Preferred Stock is classified as a liability in our condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014. Failure to redeem the Series E Preferred Stock by any mandatory redemption date (as extended) will trigger increases in dividends due under the Series E Preferred Stock agreements. If an event of default occurs on our mortgage loan payables, the Secured Credit Facility or other indebtedness and is continuing after an applicable cure period, there will then be an event of default on the Series E Preferred Stock. | |
In addition, in the event of a triggering event as described in the Series E Preferred Stock agreements, including a public offering of the company’s common stock, we are obligated to redeem not less than 50% of the shares of the Series E 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 $6.0 million with a corresponding discount recorded to the value of the Series E Preferred Stock. The Series E 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 E Preferred Stock discount for the three months ended March 31, 2015 and 2014 was $593,000 and $534,000, respectively. | |
The derivative is recorded at fair value for each reporting period, with changes in fair value being recorded through change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration in our condensed consolidated statements of comprehensive operations. As of March 31, 2015 and December 31, 2014, the fair value of this derivative was $900,000 and $1.4 million, respectively, and the change in fair value for the three months ended March 31, 2015 and 2014 was $(500,000) and $600,000, respectively. The Series E Preferred Stock and the derivative are presented together in our condensed consolidated balance sheets as Series E cumulative non-convertible redeemable preferred stock with derivative in the amount of $70.3 million and $71.6 million, respectively, as of March 31, 2015 and December 31, 2014. See Note 13, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. | |
Summary of Rights of Series D Preferred and Series E Preferred Stock | |
The Series D Preferred Stock and the Series E Preferred Stock rank senior to our common stock with respect to distribution rights, redemption rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of our company. In addition to other preferential rights, upon voluntary or involuntary liquidation, dissolution or winding up of our company, each holder of Series D Preferred Stock and Series E Preferred Stock is entitled to receive liquidating distributions in cash of certain expenses 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 company’s common stock. Also, pursuant to the protective provisions of the agreements designating the Series D Preferred Stock, or the Series D Preferred Stock agreements, and Series E Preferred Stock, or the Series E Preferred Stock agreements, we may not, without the prior written consent of iStar and BREDS, take certain corporate actions, including, but not limited to, amending our charter or bylaws or entering into material contracts. In addition, under the terms of the Series D Preferred Stock agreements and Series E Preferred Stock agreements, we are required to use any proceeds from the sale of our properties or loan refinancings to redeem a portion of the Series D Preferred Stock and Series E Preferred Stock. | |
Holders of the shares of our Series D Preferred Stock and our Series E Preferred Stock will vote together as a single class for the election of the iStar director and the BREDS director. In addition, subject to certain limitations, holders of the shares of our Series D Preferred Stock and Series E Preferred Stock will vote together as a single class with the holders of our company’s common stock on any matter presented to the common stockholders for their action or consideration at any meeting of stockholders or, to the extent permitted, by written consent in lieu of a meeting. Subject to certain limitations, each holder of outstanding shares of our Series D Preferred Stock and Series E Preferred Stock shall be entitled to cast the number of votes equal to the quotient, rounded down to the nearest whole number of votes, obtained by dividing (A) the aggregate liquidation preference of the shares of Preferred Stock held by such holder as of the record date for determining stockholders entitled to vote on such matter by (B) the book value per share (each as defined in our charter). Effectively, the holders of the shares of our Series D Preferred Stock and our Series E Preferred Stock could account for a quorum at any meeting of our company’s shareholders and, to the extent such holders, voted their respective shares in the same manner, such holders could effectively control the outcome of any matter submitted to the shareholders for approval. | |
Warrants to Purchase Common Stock | |
In connection with the issuances of the Series A Preferred Stock and the Series B Preferred Stock, which were redeemed on June 28, 2013, 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% 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 March 31, 2015 and December 31, 2014 resulting in our recording $274,000 and $663,000, respectively, 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 change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration in our condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2015 and 2014 , we recorded a decrease in the fair value of the warrants of $389,000 and $750,000, respectively. See Note 13, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Litigation | |
The company and certain of its affiliates are named defendants in a complaint filed on August 12, 2014 in the Superior Court of Orange County, California, styled S. Sidney Mandel et al. v. NNN Realty Investors, LLC et al., alleging that the company, our operating partnership, ROC REIT Advisors, LLC, or our former advisor, and Mr. Olander, our chief executive officer, chief financial officer, interim chief accounting officer and president, participated in fraudulent transfers of assets from an affiliate of Grubb & Ellis Company, thereby preventing such affiliate from satisfying contractual obligations to certain trusts in which plaintiffs invested. The plaintiffs seek damages and injunctive relief setting aside these alleged transfers. On October 6, 2014, the company, our operating partnership and Mr. Olander filed a motion to quash service of the complaint for lack of personal jurisdiction. On January 5, 2015, before the motion to quash could be heard, the plaintiffs filed a fourth amended complaint that added Mr. Remppies, our chief operating officer and our acting chief administrative officer, as a defendant. On February 6, 2015, the company, our operating partnership, our former advisor and Messrs. Olander and Remppies filed a motion to quash service of the fourth amended complaint for lack of personal jurisdiction. Before that motion could be heard, on March 12, 2015, the court granted the plaintiffs further leave to amend their complaint, stayed the case and moved to transfer the case to the court’s complex civil division. The case was transferred on March 27, 2015. The company believes that the plaintiffs’ claims are without merit and intends to defend the matter vigorously. We have not accrued any amount for the possible outcome of this litigation because management does not believe that a material loss is probable or estimable at this time. | |
In addition to the foregoing, we are subject to various legal proceedings and claims arising in the ordinary course of business. We cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. We believe that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow. | |
Environmental Matters | |
It is our policy not to purchase any property unless and until we obtain an environmental assessment, which consists of, at a minimum, a Phase I review, and unless and until we generally are satisfied with the environmental condition of the property, as determined by our management. 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 | |
ELRM Transaction | |
We incurred certain contingent consideration in connection with the ELRM Transaction during the first quarter of 2013. In consideration for the contribution to our operating partnership of ELRH’s economic rights to earn property management fees for managing certain real estate assets of the Timbercreek Fund, our operating partnership agreed to issue up to $10.0 million in restricted OP units to ELRH. Additionally, ELRH and certain of its affiliates had the opportunity to earn additional consideration in the form of restricted OP units and a promissory note through a contingent consideration arrangement, which is based on two events: (i) projected fees that we would earn in connection with new property management agreements for properties that may be acquired by ELRH and certain of its affiliates and (ii) funds raised at certain target dates to acquire properties in the Timbercreek Fund. As of December 31, 2014, all potential earnout opportunities available to the ELRM Parties or otherwise pursuant to the ELRM Transaction have been satisfied. | |
Our contingent consideration liability would change based on achieving the contingencies and the quarterly fair valuation. As of March 31, 2015 and December 31, 2014, we determined that there was no fair value of the acquisition contingent consideration. We had a decrease in the fair value of the contingent consideration of $2.4 million for the three months ended March 31, 2014, which is recorded in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration in our consolidated statements of comprehensive operations. See Note 13, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation of assets and liabilities on a recurring basis. | |
Landmark at Andros Isles | |
On June 4, 2014, we completed the acquisition of Landmark at Andros Isles, which included acquisition contingent consideration with an initial estimated fair value of $2.7 million. The acquisition contingent consideration is based on a calculation of future net operating income (which includes the payment of principal and interest on the mortgage loan payable as defined in the definitive agreements) over the four-year period subsequent to the acquisition, with a total payout not to exceed $4.0 million. As of March 31, 2015 and December 31, 2014, the estimated fair value of the acquisition contingent consideration was $3 million and $2.9 million, respectively, with an increase in fair value of $100,000 for the three months ended March 31, 2015. The change in fair value is recorded to change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on our condensed consolidated statements of comprehensive operations. See Note 13, Fair Value of Derivatives and Financial Instruments, for further discussion of our fair valuation on a recurring basis. | |
On May 5, 2015, we settled the acquisition contingent consideration that was due in connection with the Landmark at Andros Isles acquisition for aggregate consideration of $3.9 million, of which $3.5 million was paid in cash and $400,000 will be issued in shares of our common stock at a per share value of $8.15. As of such date, there is no longer acquisition contingent consideration related to this acquisition. See Note 10, Related Party Transactions, and Note 16, Subsequent Events, for further discussion regarding the acquisition contingent consideration. | |
Support Payment Agreement | |
On December 20, 2013, we entered into a support payment agreement with ELRH II, an entity affiliated with Mr. Michael Salkind and Mr. Avi Israeli, two members of our board of directors, or our board, and Mr. Joseph Lubeck, our former executive chairman. The agreement provides a price support mechanism with respect to the aggregate 1,226,994 shares of common stock the company issued to ELRH II in connection with (i) the acquisition of the Class A Units in Timbercreek Holding and (ii) the pay down of $5.0 million of a $10.0 million note payable to ELRH II arising from the ELRM Transaction. Upon the completion of a public offering and upon the Company’s capital stock listing on the New York Stock Exchange or The Nasdaq Stock Market, or the IPO, the shares will no longer be subject to transfer restrictions and forfeiture provisions. If the shares are no longer restricted due to the occurrence of an IPO, ELRH II is obligated, for a period of ten business days, to use commercially reasonable efforts to sell the shares at a price above $8.15 per share. If they are unsuccessful, ELRH II may give notice whereupon we have the option to issue additional shares of our common stock in the amount that is equal to the difference between $8.15 per share and the actual gross selling price received by ELRH II upon the sale of the shares. In the alternative, we may elect to redeem the shares for cash. In the event an IPO does not take place before March 14, 2018, we may call or ELRH II may put the shares to us and we would be obligated to repurchase the shares for $8.15 per share in cash. The support payment agreement is accounted for as a free standing equity contract liability at fair value. The fair market value of the contract was insignificant as of March 31, 2015 and December 31, 2014. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. | |
ELRH | |
ELRH previously paid to us the direct costs of certain employees that performed services on their behalf. As of December 31, 2014, we no longer had employees performing services on behalf of ELRH, therefore, this reimbursement arrangement ended as of such date. For the three months ended March 31, 2014, we were reimbursed $331,000 by ELRH. | |
Timbercreek U.S. Multi-Residential Opportunity Fund #1 | |
As part of the ELRM Transaction, we acquired the rights to earn property management fees and back-end participation for managing certain real estate assets acquired by the Timbercreek Fund. Also, during the period from the closing date of the ELRM Transaction and ending on the date that is 18 months thereafter, we had a commitment to purchase 500,000 Class A Units in Timbercreek Holding for consideration in the amount of $5.0 million. On December 20, 2013, we purchased the 500,000 Class A Units in Timbercreek Holding for consideration in the amount of $5.0 million, consisting of the issuance of 613,497 shares of our common stock, thereby becoming a limited partner in Timbercreek Holding. Timbercreek Holding is a limited partner in the Timbercreek Fund. Messrs. Olander and Remppies serve on the Investment Committee of the Timbercreek Fund. The Timbercreek Fund is fully invested, no longer raising capital, and the sole purpose of their investment committee is to make capital decisions regarding the properties and to oversee future dispositions of assets. | |
OP Units Issued | |
As of March 31, 2015, we had issued 12,688,988 OP units with an aggregate value of $103.4 million. Such OP units were issued, directly or indirectly, to entities affiliated with Messrs. Salkind and Israeli, two members of our board, and Mr. Edward Kobel, our chairman, in connection with the acquisition of various properties and the ELRM Transaction. | |
Tax Protection Agreements | |
We have entered into 27 tax protection agreements with entities affiliated with Messrs. Salkind, Israeli and Kobel, or the Tax Protected Parties, who contributed certain multifamily apartment communities in connection with our acquisitions during the years ended 2014, 2013 and 2012. Pursuant to these agreements, our operating partnership has agreed, among other things, to indemnify the Tax Protected Parties against certain taxes incurred by them upon a sale, exchange or other disposition of the tax protected properties during a specified restricted period, or Tax Protection Period, plus an additional amount equal to the taxes incurred by the tax protected parties as a result of the indemnification payments. The Tax Protection Periods range from five to seven years. | |
Agreement Concerning Reimbursement of Attorneys’ Fees, Costs and Expenses and Indemnification of Future Amounts | |
On August 28, 2012, pursuant to an Interest Contribution Agreement among us, our operating partnership, Elco Landmark Residential Management and certain persons and entities identified as the contributors in such agreement, we acquired 100% of the interests in Daytona Seabreeze, LLC, a Delaware limited liability company, or Daytona Seabreeze, which owns a multi-family apartment community known as Overlook at Daytona. | |
An action, or the Action, was brought by CJK Daytona Seabreeze, LLC against, among others, Mr. Lubeck, our former executive chairman, our operating partnership, Daytona Seabreeze and Seabreeze Daytona Marina, LLC, or Daytona Marina. We collectively refer to Daytona Marina, our operating partnership and Daytona Seabreeze as the Indemnified Parties. In connection with the Action, on October 16, 2014, the Indemnified Parties entered into an Agreement Concerning Reimbursement of Attorneys’ Fees, Costs and Expenses, Future Attorneys’ Fees, Costs and Expenses and Indemnification, or the Agreement, with Mr. Lubeck and SFLP Diplomatic, LLC, which we refer to collectively as the Indemnifying Persons. Pursuant to the Agreement, the Indemnifying Persons have agreed to indemnify the Indemnified Parties and certain other related persons and entities against any losses incurred in connection with the Action, including but not limited to attorneys’ fees, costs and any amounts paid in settlement of the Action. The Indemnifying Persons also have reimbursed the Indemnified Parties and certain other related persons and entities for past attorneys’ fees and have agreed to pay future attorneys’ fees incurred in connection with the Action. The Action was settled and dismissed with prejudice on March 31, 2015. | |
Landmark at Andros Isles Acquisition Contingent Consideration | |
On May 5, 2015, we settled the acquisition contingent consideration that was due in connection with the Landmark at Andros Isles acquisition for aggregate consideration of $3.9 million. The consideration will be paid to one or more entities, which are affiliated with our chairman, Mr. Kobel. See Note 9, Commitments and Contingencies, for a further discussion of our acquisition contingent consideration related to Landmark at Andros Isles. | |
Other | |
As of March 31, 2015 and December 31, 2014, we had $604,000 and $1.6 million outstanding, respectively, which were recorded in other receivables due from affiliates in our condensed consolidated balance sheets. The amounts outstanding represented amounts due from our managed properties owned by affiliated third parties as part of the normal operations of our property manager, which primarily consisted of management fee receivables. | |
As of March 31, 2015 and December 31, 2014, we had $278,000 and $117,000, respectively, which were recorded in other payables due to affiliates in our condensed consolidated balance sheets. The amounts outstanding represented payables due to our managed properties owned by affiliated third parties as part of the normal operations of our property manager. |
Equity
Equity | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Equity [Abstract] | |||||||
Equity | 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 March 31, 2015 and December 31, 2014, we had issued and outstanding 20,586,252 and 20,976,300 shares, respectively, of Series D Preferred Stock and, as of March 31, 2015 and December 31, 2014, we had issued and outstanding 7,262,400 and 7,400,000 shares, respectively, of Series E Preferred Stock. See Note 8, Preferred Stock and Warrants to Purchase Common Stock. | |||||||
Common Stock | |||||||
Our charter authorizes us to issue up to 300,000,000 shares of our common stock. As of March 31, 2015 and December 31, 2014, we had 25,684,047 and 25,628,526 shares, respectively, of our common stock issued and outstanding. | |||||||
The following are the equity transactions with respect to our common stock during the three months ended March 31, 2015: | |||||||
• | 55,521 shares of common stock were issued pursuant to the DRIP. | ||||||
Our distributions are subject to approval by our board. Our common stock distributions as of March 31, 2015 and December 31, 2014 was equivalent to $0.30 per share per annum for each period then ended. | |||||||
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 shares of our common stock for the period by the weighted average number of shares of our common stock 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 using the two-class method. Nonvested shares of our restricted common stock give rise to potentially dilutive shares of our common stock. As of March 31, 2015, and December 31, 2014, there were 189,579 and 192,316 shares, respectively, of nonvested 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 long-term investment plan units, or 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. | |||||||
Distribution Reinvestment Plan | |||||||
In the first quarter of 2011, our board adopted the Second Amended and Restated Dividend Reinvestment Plan, or DRIP. The DRIP provides a way to increase stockholders' investment in our company by reinvesting distributions to purchase additional shares of our common stock. The DRIP offers up to 10,000,000 shares of our common stock for reinvestment. 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. | |||||||
Since August 2012, we have made a series of acquisitions and issued common stock or common stock equivalents, or equivalents, at $8.15 per share. This price was determined to be a fair value based on negotiated transactions with advice from professionals. Accordingly, $8.15 is the per share price used for the issuance of shares pursuant to the DRIP until such time as our board provides a new estimate of share value. For the three months ended March 31, 2015, $453,000 in distributions were reinvested and 55,521 shares of our common stock were issued pursuant to the DRIP. | |||||||
OP Units | |||||||
As of both March 31, 2015 and December 31, 2014, we had issued 41,446,746 OP units to our non-controlling interest holders for consideration of $337.8 million in relation to the acquisition of properties and the ELRM Transaction. The OP 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 12, Non-Controlling Interest, for additional information on our OP units. | |||||||
LTIP Units | |||||||
As of both March 31, 2015 and December 31, 2014, we had issued 647,908 LTIP Units under the 2012 Award Plan (as defined below), respectively, to certain of our executive officers as incentive compensation. For the three months ended March 31, 2015 and 2014, we recognized compensation expense of $0 and $300,000, respectively, related to the LTIP Units issued and outstanding. LTIP Unit compensation expense is included in general, administrative and other in our accompanying condensed consolidated statements of comprehensive operations. | |||||||
2006 Incentive Award Plan | |||||||
We adopted our 2006 Award Plan pursuant to which our board 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 or equivalents that may be issued pursuant to our 2006 Award Plan, together with the number of shares of common stock or equivalents issued under the 2012 Award Plan (as defined below), is an aggregate total of 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 March 31, 2015 and 2014, we recognized compensation expense of $98,000 and $14,000, 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 in our accompanying condensed consolidated statements of comprehensive operations. | |||||||
As of March 31, 2015 and December 31, 2014, there was $1.2 million and $1.3 million, respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to the nonvested shares of our restricted common stock. As of March 31, 2015, this expense is expected to be recognized over a remaining weighted average period of 3.08 years. | |||||||
As of March 31, 2015 and and December 31, 2014, the fair value of the nonvested shares of our restricted common stock was $1.5 million and $1.6 million, respectively, based upon $8.15 at grant date. A summary of the status of the nonvested shares of our restricted common stock as of March 31, 2015 and December 31, 2014, and the changes for the three months ended March 31, 2015, is presented below: | |||||||
Restricted | Weighted | ||||||
Common | Average Grant | ||||||
Stock | Date Fair | ||||||
Value | |||||||
Balance - December 31, 2014 | 192,316 | $ | 8.18 | ||||
Vested | (2,737 | ) | $ | 8.15 | |||
Balance - March 31, 2015 | 189,579 | $ | 8.18 | ||||
2012 Other Equity-Based Award Plan | |||||||
During 2012, our board adopted our 2012 Award Plan, which is intended to assist our company and our 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. Pursuant to the 2012 Award Plan, our board or our compensation committee may make grants of other equity-based awards to our independent directors, employees and certain consultants. Other equity-based awards are payable in cash, shares of common stock or other equity, or a combination thereof, and the terms and conditions of such other equity-based awards are determined by our board or our compensation committee, as applicable. The maximum aggregate number of shares of our common stock or equivalents that may be issued under the 2012 Award Plan, together with the number of shares of common stock or equivalents issued under the 2006 Award Plan, is an aggregate total of 2,000,000 shares, subject to adjustment under specified circumstances. | |||||||
401(k) Savings Plan | |||||||
We have a 401(k) savings plan, which is a voluntary defined contribution plan. Under the savings plan, every employee is eligible to participate, beginning on the date the employee has completed two months of continuous service with us. Each participant may make contributions to the savings plan by means of a pre-tax salary deferral, which may not be less than 1% or more than 85% of the participant’s compensation, subject to limitations under the federal tax code on the annual amount of salary deferrals which may be made by any participant. The company may make discretionary matching contributions on the participant’s behalf up to a predetermined limit, which was 40% of salary deferrals for the first 5% of eligible compensation. The matching contribution made for the three months ended March 31, 2015 and 2014, was $46,000 and $28,000, respectively. A participant’s salary deferral and the company's matched portion is 100% vested and nonforfeitable. Any administrative expenses under the savings plan that were paid by us were not significant for all periods presented. |
NonControlling_Interests
Non-Controlling Interests | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 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 OP units have the rights and preferences as set forth in our partnership agreement, as amended, 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 OP 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 OP 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 OP units for cash rather than unrestricted common stock, the cash redemption amount will be $8.15 per redeemed OP unit. These non-controlling interests are recorded as equity in our condensed consolidated balance sheet due to our ability at our sole discretion to redeem OP units for unregistered shares. | |
As of both March 31, 2015 and December 31, 2014, we had issued 41,446,746 OP units for a total consideration of $337.8 million in relation to the acquisition of properties and the ELRM Transaction. If the OP units were to be redeemed, the total redemption value would have been $337.8 million as of March 31, 2015. | |
For the three months ended March 31, 2015, there were no distributions reinvested in additional OP units. | |
As of March 31, 2015 and December 31, 2014, we owned approximately 37.9% and 37.8% of the general partnership interest in our operating partnership, respectively, and the limited partners owned approximately 62.1% and 62.2%, respectively, of the limited partnership interests in our operating partnership. | |
Non-Controlling Interest Partners | |
Non-controlling interest partners represents interests of our joint venture partners in six consolidated properties as of March 31, 2015 and December 31, 2014 and is presented as part of equity in our condensed consolidated balance sheets. We consolidate an entity in which we own less than 100% but for which we hold the controlling financial interest. In addition, we consolidate any joint venture or partnership in which we are the general partner or managing member and the third party does not have the ability to participate substantially in the decision-making process or remove us as general partner or managing member, as the case may be, without cause. | |
As of March 31, 2015 and December 31, 2014, the amount of non-controlling interest of our partners was $26.3 million and $26.7 million, respectively. During the three months ended March 31, 2015 and 2014, we had net (income)/loss attributable to non-controlling interest partners of $(191,000) and $1.5 million, respectively. |
Fair_Value_of_Derivatives_and_
Fair Value of Derivatives and Financial Instruments | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||
Fair Value of Derivatives and Financial Instruments | 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, Fair Value Measurements and Disclosures. | ||||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Interest Rate Caps and Interest Rate Swaps | ||||||||||||||||||||||||
We manage our interest rate risk through the use of derivative financial instruments. We do not enter into derivative transactions for trading or other speculative purposes. The interest rate derivatives that we primarily use are interest rate caps and interest rate swaps. We enter into these interest rate derivative transactions to reduce our exposure to fluctuations in interest rates on future debt issuances. 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. | ||||||||||||||||||||||||
As of March 31, 2015, we had entered into four interest rate cap agreements. An interest rate cap involves the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. The fair value of our rate cap agreement 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 designated by us to be a hedge instrument, and the change in fair value is recorded to interest expense in the condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2015 and 2014, the change in fair value resulted in an increase to interest expense of $49,000 and $97,000, respectively. | ||||||||||||||||||||||||
As of March 31, 2015, we had entered into three interest rate swap agreements pursuant to which we have agreed to pay a fixed rate of interest in exchange for a floating rate of interest at a future date and have designated two of these as hedging derivatives and one as a non-designated hedge. 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. | ||||||||||||||||||||||||
For the two interest rate swaps that we have determined qualify as effective cash flow hedges, we have recorded the effective portion of cumulative changes in the fair value of the hedging derivatives in accumulated other comprehensive operations in the condensed consolidated statements of equity. Amounts recorded in accumulated other comprehensive operations 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 $356,000 and $279,000 in other comprehensive loss for the three months ended March 31, 2015 and 2014, respectively. The one interest rate swap is not intended by us to be a hedge instrument and the change in fair value is recorded to interest expense in the condensed consolidated statements of comprehensive operations. For the three months ended March 31, 2015, the change in fair value was a decrease to interest expense of $22,000. For the three months ended March 31, 2014, we did not record a change in fair value. | ||||||||||||||||||||||||
The following table summarizes our derivative arrangements and the consolidated hedging derivatives at March 31, 2015 and December 31, 2014, (in thousands, except interest rates): | ||||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Non- | Cash Flow | Non- | Cash Flow | |||||||||||||||||||||
designated | Hedges | designated | Hedges | |||||||||||||||||||||
Hedges | Hedges | |||||||||||||||||||||||
Interest | Interest | Interest | Interest | Interest | Interest | |||||||||||||||||||
Rate Caps | Rate Swaps | Rate Swaps | Rate Caps | Rate Swaps | Rate Swaps | |||||||||||||||||||
Notional balance | $ | 77,585 | $ | 58,815 | $ | 32,100 | $ | 77,585 | $ | 58,815 | $ | 32,100 | ||||||||||||
Weighted average interest rate(1) | 2.69 | % | 1.54 | % | 2.3 | % | 2.69 | % | 1.54 | % | 2.18 | % | ||||||||||||
Weighted average capped interest rate | 4.13 | % | N/A | N/A | 4.13 | % | N/A | N/A | ||||||||||||||||
Earliest maturity date | 17-Jul | 16-Sep | 20-Jul | 17-Jul | 16-Sep | 20-Jul | ||||||||||||||||||
Latest maturity date | 18-Jul | 16-Sep | 20-Aug | 18-Jul | 16-Sep | 20-Aug | ||||||||||||||||||
Estimated fair value, asset/(liability) | $ | 44 | $ | (1,089 | ) | $ | (1,532 | ) | $ | 94 | $ | (1,112 | ) | $ | (1,175 | ) | ||||||||
-1 | For interest rate caps, this represents the weighted average interest rate on the debt. | |||||||||||||||||||||||
Financial Instruments Measured/Disclosed at Fair Value on a Recurring Basis | ||||||||||||||||||||||||
The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | ||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total Fair Value Estimate at March 31, 2015 | Carrying Value at | ||||||||||||||||||||
in Active | Other | Unobservable | 31-Mar-15 | |||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage loan payables, net(1) | $ | — | $ | 1,031,957 | $ | — | $ | 1,031,957 | $ | 999,155 | ||||||||||||||
Unsecured notes payable to | — | — | 6,116 | 6,116 | 6,116 | |||||||||||||||||||
affiliates(2) | ||||||||||||||||||||||||
Secured Credit Facility(1) | — | 159,034 | — | 159,034 | 158,420 | |||||||||||||||||||
Line of credit(1) | — | 9,922 | — | 9,922 | 9,902 | |||||||||||||||||||
Acquisition contingent | — | — | 3,000 | 3,000 | 3,000 | |||||||||||||||||||
consideration- Andros Isles(3) | ||||||||||||||||||||||||
Warrants(4) | — | — | 274 | 274 | 274 | |||||||||||||||||||
Series E preferred stock derivative(5) | — | — | 900 | 900 | 900 | |||||||||||||||||||
Total liabilities at fair value | $ | — | $ | 1,200,913 | $ | 10,290 | $ | 1,211,203 | $ | 1,177,767 | ||||||||||||||
-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 related primarily to certain net operating income over a four-year period for Landmark at Andros Isles. | |||||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | |||||||||||||||||||||||
-5 | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E 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, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | ||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total Fair Value Estimate at December 31, 2014 | Carrying Value at December 31, 2014 | ||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage loan payables, net(1) | $ | — | $ | 1,061,988 | $ | — | $ | 1,061,988 | $ | 1,021,683 | ||||||||||||||
Unsecured notes payable to affiliates(2) | — | — | 6,116 | 6,116 | 6,116 | |||||||||||||||||||
Secured Credit Facility(1) | — | 159,207 | — | 159,207 | 159,176 | |||||||||||||||||||
Line of credit(1) | 3,903 | 3,903 | 3,902 | |||||||||||||||||||||
Acquisition contingent consideration-Andros Isles(3) | — | — | 2,900 | 2,900 | 2,900 | |||||||||||||||||||
Warrants(4) | — | — | 663 | 663 | 663 | |||||||||||||||||||
Series E preferred stock derivative(5) | 1,400 | 1,400 | 1,400 | |||||||||||||||||||||
Total liabilities at fair value | $ | — | $ | 1,225,098 | $ | 11,079 | $ | 1,236,177 | $ | 1,195,840 | ||||||||||||||
-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 certain net operating income over a four-year period for Landmark at Andros Isles. | |||||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | |||||||||||||||||||||||
-5 | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E Preferred Stock, and the discount rate. | |||||||||||||||||||||||
The table below provides a reconciliation of the fair values of acquisition contingent consideration, warrant liability, and Series E Preferred Stock derivative measured on a recurring basis for which the company has designated as Level 3 (in thousands): | ||||||||||||||||||||||||
Acquisition | Warrants | Series E | Total | |||||||||||||||||||||
Contingent | Preferred | |||||||||||||||||||||||
Consideration - Andros Isles | Stock | |||||||||||||||||||||||
Derivative | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 2,900 | $ | 663 | $ | 1,400 | $ | 4,963 | ||||||||||||||||
Additions | — | — | — | — | ||||||||||||||||||||
Change due to liability realized | — | — | — | — | ||||||||||||||||||||
Changes in fair value(1) | 100 | (389 | ) | (500 | ) | (789 | ) | |||||||||||||||||
Balance at March 31, 2015 | $ | 3,000 | $ | 274 | $ | 900 | $ | 4,174 | ||||||||||||||||
-1 | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the condensed consolidated statements of comprehensive operations for the three months ended March 31, 2015. | |||||||||||||||||||||||
There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the three months ended March 31, 2015. |
Business_Combinations
Business Combinations | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Combinations | Business Combinations | ||||
2015 Property Acquisitions | |||||
We did not complete any acquisitions during the three months ended March 31, 2015. | |||||
2014 Property Acquisitions | |||||
For the three months ended March 31, 2014, we completed the acquisition of 12 consolidated properties, including six properties held through consolidated joint ventures, adding a total of 4,397 apartment units to our property portfolio. The aggregate purchase price was approximately $319.5 million, plus closing costs and acquisition fees of $3.1 million, which are included in acquisition-related expenses in our accompanying condensed consolidated statements of comprehensive operations. | |||||
Results of operations for the property acquisitions are reflected in our condensed consolidated statements of comprehensive operations for the three months ended March 31, 2014 for the period subsequent to the acquisition dates. For the period from the acquisition dates through March 31, 2014, we recognized $9.4 million in revenues and $5.2 million 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 (in thousands): | |||||
31-Mar-14 | |||||
Land | $ | 54,760 | |||
Land improvements | 16,957 | ||||
Building and improvements | 233,809 | ||||
Furniture, fixtures and equipment | 4,570 | ||||
In-place leases | 9,830 | ||||
(Above)/below market leases | (1,146 | ) | |||
Fair market value of assumed debt | (150,975 | ) | |||
Other assets/liabilities, net | (28,960 | ) | |||
Total | 138,845 | ||||
Equity/limited partnership unit consideration | (54,518 | ) | |||
Net cash consideration | $ | 84,327 | |||
In accordance with ASC Topic 805, we allocated the purchase price of the 12 properties to the fair value of assets acquired and liabilities assumed, including allocating to the intangibles associated with the in-place leases, above/below market leases and assumed debt. The purchase price accounting is final with no adjustments since December 31, 2014. | |||||
Pro Forma Financial Data (Unaudited) | |||||
Assuming the acquisitions of the 12 consolidated properties that were acquired in three months ended March 31, 2014 had occurred on January 1, 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 for the three months ended March 31, 2014 (in thousands, except per share data): | |||||
Three Months Ended March 31, 2014 | |||||
Revenues | $ | 62,678 | |||
Net loss | $ | (24,382 | ) | ||
Net loss attributable to controlling interest | $ | (8,942 | ) | ||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (0.35 | ) | ||
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. |
Restructuring_and_Impairment_C
Restructuring and Impairment Charges | 3 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Charges | Restructuring and Impairment Charges |
In late 2014, our audit committee initiated an investigation into certain operational and financial matters and engaged outside advisors to assist it in connection with the investigation. Upon consideration of the work conducted in the audit committee’s investigation and other factors, our board, upon the recommendation of the audit committee, determined to negotiate and enter into separation agreements with three former executives. In conjunction with this, our board of directors approved a shift in strategic direction of our company subsequent to the determination to enter into separation agreements with our three former executive officers. This shift is geared toward a focus on the long term equity capitalization of the company, an overall corporate expense reduction, and a reduction of our third party property management business. The plan is being accomplished via reassignment of internal operational duties, reduction in staff, elimination of a prior executive office and transferring of 11 of our 16 third party managed properties to affiliates of their owners (which occurred on April 1, 2015), changes in personnel, and the elimination of a focus on certain financing activities that were determined to not be in the best long term interests of our shareholders. | |
During the year ended December 31, 2014, we recorded $8.0 million in charges directly attributable to these changes in restructuring and impairment charges in our consolidated statements of comprehensive operations. Of the $8.0 million in restructuring and impairment charges that we expensed, $2.0 million remained in accounts payable and accrued liabilities in our consolidated balance sheets at December 31, 2014. During the three months ended March 31, 2015, we incurred additional restructuring charges of $398,000 related to additional accounting and legal fees that were recorded in restructuring charges in our consolidated statements of comprehensive operations, all of which remained in accounts payable and accrued liabilities in our consolidated balance sheets at March 31, 2015. During the three months ended March 31, 2015 we paid $315,000 for legal fees, $351,000 for severance and $45,000 of other accruals, leaving a remaining balance of $1.7 million in accounts payable and accrued liabilities in our condensed consolidated balance sheets as of March 31, 2015, which will be paid in full by February 2016. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Termination of Property Management Agreements | |
During the first quarter of 2015, we were notified that the property owners of 11 of our managed third party properties would be transferring their property management agreements to affiliates of their owners. The transfers occurred on April 1, 2015. | |
Sale of Properties | |
On April 30, 2015, we sold Courtyards on the River, a property consisting of 296 apartment units in Tampa, Florida, for $13.0 million at a net loss of $1.9 million. This property was classified as held and used at March 31, 2015. The net cash proceeds to us of $1.2 million were used as a component of the Series D Preferred Stock and Series E Preferred Stock redemptions discussed below. | |
Refinancing of Mortgage Loan Payables | |
On April 30, 2015, we refinanced five mortgage loan payables, four of which were scheduled to mature in 2015 and one of which was schedule to mature in 2052. The aggregate balance of the new mortgage loan payables is $112.4 million. The new mortgage loan payables each have a 10-year term maturing on May 1, 2025, and each accrues interest at a floating rate equal to one-month LIBOR plus 1.72%. We purchased interest rate caps for each loan. We used the net proceeds to us from the new loans to repay in full the $80.4 million outstanding balance on the five existing mortgage loan payables, $2.7 million of interest and yield maintenance prepayment penalties and we paid approximately $3.5 million for the settlement of the Landmark at Andros Isles acquisition contingent consideration (see below). Existing lender held escrows of $543,000 were also applied to mortgage loan payables outstanding. We used the remainder of the net proceeds to us to redeem a portion of the outstanding Series D Preferred Stock and Series E Preferred Stock (see below). | |
Landmark at Andros Isles Acquisition Contingent Consideration | |
On May 5, 2015, we settled the acquisition contingent consideration that was due in connection with the Landmark at Andros Isles acquisition for aggregate consideration of $3.9 million, of which $3.5 million was paid in cash and $400,000 will be issued in shares of our common stock at a per share value of $8.15. The consideration was paid or will be paid to one or more entities, which are affiliated with our chairman, Mr. Kobel. See Note 9 - Commitments and Contingencies, and Note 10, Related Party Transactions. | |
New Chief Financial Officer | |
On May 7, 2015, we entered into an employment agreement with Greg E. Brooks to serve as our Chief Financial Officer effective May 18, 2015. Within 10 days of the effective date, we will issue 100,000 LTIP units at a value of $8.15 per unit to Mr. Brooks. | |
Redemption of Series D and Series E Preferred Stock | |
On May 11, 2015, we used $33.0 million worth of property sale and loan refinancing proceeds in order to redeem a portion of our outstanding Series D Preferred Stock and Series E Preferred Stock. We used $24.3 million worth of proceeds to redeem 2,202,057 shares of the Series D Preferred Stock, at a price of $11.02 per share, including $1.02 per share to repay aggregated accumulated and unpaid distributions. We used $8.7 million worth of proceeds to redeem 776,839 shares of the Series E Preferred Stock, at a price of $11.23 per share, including $1.23 per share to repay aggregated accumulated and unpaid distributions and a prepayment premium. Subsequent to the redemption, 18,384,195 shares of the Series D Preferred Stock and 6,485,561 shares of the Series E Preferred Stock remained outstanding. | |
Filing of Registration Statement | |
On May 14, 2015, we filed an S-11 registration statement with the United States Securities and Exchange Commission, which initiated the process of engaging in a potential IPO of the company’s Class A Common Stock. In connection with the IPO, we intend to effect a recapitalization transaction in which our outstanding shares of common stock will be redesignated as Class A Common Stock, par value $0.01 per share. However, we are unable to assure you that we will consummate such offering. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, 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 GAAP 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 our audited consolidated financial statements included in our Annual Report on Form 10-K. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the twelve month period ending December 31, 2015. |
Reclassifications | Certain prior year amounts have been reclassified to conform to the current year presentation due to the breakout of the change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration from general, administrative and other expense and the addition of property lease expense into general, administrative and other expenses. |
Income Taxes | For federal income tax purposes, we have elected to be taxed as a REIT under Sections 856 through 860 of the Code beginning with our taxable year ended December 31, 2006, and we intend to continue to be taxed as a REIT. To qualify as a REIT for federal income tax purposes, we must meet certain organizational and operational requirements, including a requirement to pay distributions to our stockholders of at least 90% of our annual taxable income, excluding net capital gains. As a REIT, we generally will not be subject to federal income tax on net income that we distribute to our stockholders. We are subject to state and local income taxes in some jurisdictions, and in certain circumstances we may also be subject to federal excise taxes on undistributed income. In addition, certain of our activities must be conducted by subsidiaries that elect to be treated as taxable REIT subsidiaries, or TRSs. TRSs are subject to both federal and state income taxes. |
Our property manager is organized as a TRS and accordingly is subject to income taxation. | |
Recently Issued Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board, or FASB, issued accounting standards update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases. We are currently evaluating to determine the potential impact, if any, that the adoption of ASU 2014-09 will have on our financial position and results of operations. |
In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)," effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. We are currently evaluating the potential impact, if any, that the adoption of ASU 2014-15 will have on our footnote disclosures. | |
In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)," effective for fiscal years, and for interim periods within those years, beginning after December 15, 2015. The amendments in this update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. We are currently evaluating to determine the potential impact, if any, the adoption of ASU 2015-02 will have on our financial position and results of operations. | |
In April 2015, the FASB issued ASU 2015-03, "Interest - Imputation of Interest (Subtopic 835-30)," effective for the annual reporting periods beginning after December 15, 2015. The standard simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new guidance will only impact financial statement presentation. The guidance is effective in the first quarter of 2016 and allows for early adoption. We do not expect the adoption of this standard to materially impact our consolidated financial statements. |
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate [Abstract] | ||||||||
Schedule of Investments in Consolidated Owned Properties | Our investments in our consolidated owned properties, net consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Land | $ | 273,790 | $ | 278,885 | ||||
Land improvements | 135,592 | 137,646 | ||||||
Building and improvements(1) | 1,402,464 | 1,420,815 | ||||||
Furniture, fixtures and equipment | 38,083 | 38,457 | ||||||
1,849,929 | 1,875,803 | |||||||
Less: accumulated depreciation | (163,254 | ) | (148,298 | ) | ||||
$ | 1,686,675 | $ | 1,727,505 | |||||
-1 | Includes $772,000 and $2.5 million of direct construction costs in progress as of March 31, 2015 and December 31, 2014, respectively. |
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||
Schedule of Non-Controlling Investments Under Equity Method Investments | As of March 31, 2015 and December 31, 2014, we held non-controlling interests in the following investments which are accounted for under the equity method (in thousands, except unit data): | |||||||||||||
Investment Description | Date | Number | Total Investment at March 31, | Total Investment at December 31, | Percentage Ownership at March 31, | |||||||||
Acquired | of Units | 2015 | 2014 | 2015 | ||||||||||
Landmark at Waverly Place — Melbourne, FL | November 18, 2013 | 208 | $ | 581 | $ | 955 | 20% | |||||||
The Fountains — Palm Beach Gardens, FL | December 6, 2013 | 542 | 3,275 | 3,460 | 20% | |||||||||
Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units | December 20, 2013 | N/A | 4,460 | 4,547 | 8.70% | |||||||||
Total investments | $ | 8,316 | $ | 8,962 | ||||||||||
Identified_Intangible_Assets_N1
Identified Intangible Assets, Net (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Identified Intangible Assets, Net | Identified intangible assets, net consisted of the following as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
In-place leases, net of accumulated amortization of $0 and $788,000 as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 0 months and 3 months as of March 31, 2015 and December 31, 2014, respectively) | $ | — | $ | 591 | ||||
Trade name and trade marks (indefinite lives) | 200 | 200 | ||||||
Property management contracts, net of accumulated amortization of $6 million and $5.2 million as of March 31, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 77.4 months and 80.4 months as of March 31, 2015 and December 31, 2014, respectively) | 14,825 | 15,673 | ||||||
$ | 15,025 | $ | 16,464 | |||||
Debt_Tables
Debt (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Debt | The following is a summary of our secured and unsecured debt, net of premium at March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||
March 31, | December 31, | |||||||||||
2015 | 2014 | |||||||||||
Mortgage loan payables — fixed | $ | 734,727 | $ | 755,576 | ||||||||
Mortgage loan payables — variable | 257,138 | 257,932 | ||||||||||
Total secured fixed and variable rate debt | 991,865 | 1,013,508 | ||||||||||
Premium, net | 7,290 | 8,175 | ||||||||||
Total mortgage loan payables, net | 999,155 | 1,021,683 | ||||||||||
Secured credit facility | 158,420 | 159,176 | ||||||||||
Line of credit | 9,902 | 3,902 | ||||||||||
Total secured fixed and variable rate debt, net | $ | 1,167,477 | $ | 1,184,761 | ||||||||
Unsecured notes payable to affiliates | $ | 6,116 | $ | 6,116 | ||||||||
Scheduled Payments and Maturities of Mortgage Loan Payables, Net, Unsecured Note Payables and Secured Credit Facility | Scheduled payments and maturities of secured and unsecured debt at March 31, 2015 were as follows (in thousands): | |||||||||||
Year | Secured notes | Secured notes | Unsecured notes | |||||||||
payments(1) | maturities | maturities | ||||||||||
2015(2) | $ | 11,060 | $ | 125,851 | $ | 500 | ||||||
2016 | 11,149 | 400,068 | — | |||||||||
2017 | 9,726 | 99,725 | — | |||||||||
2018 | 8,385 | 105,210 | 5,616 | |||||||||
2019 | 6,975 | 73,278 | — | |||||||||
Thereafter | 39,974 | 268,786 | — | |||||||||
$ | 87,269 | $ | 1,072,918 | $ | 6,116 | |||||||
-1 | Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. | |||||||||||
-2 | Included is maturing debt in the second quarter of 2015 of $67.9 million which has been refinanced or extended subsequent to March 31, 2015. Also included in maturing debt for the third and fourth quarters of 2015 is $39.1 million, and $9.1 million, respectively. We plan to investigate opportunities to extend, refinance or raise funds to repay each of these instruments prior to their respective maturities. |
Equity_Tables
Equity (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
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 March 31, 2015 and December 31, 2014, and the changes for the three months ended March 31, 2015, is presented below: | ||||||
Restricted | Weighted | ||||||
Common | Average Grant | ||||||
Stock | Date Fair | ||||||
Value | |||||||
Balance - December 31, 2014 | 192,316 | $ | 8.18 | ||||
Vested | (2,737 | ) | $ | 8.15 | |||
Balance - March 31, 2015 | 189,579 | $ | 8.18 | ||||
Fair_Value_of_Derivatives_and_1
Fair Value of Derivatives and Financial Instruments (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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 March 31, 2015 and December 31, 2014, (in thousands, except interest rates): | |||||||||||||||||||||||
31-Mar-15 | 31-Dec-14 | |||||||||||||||||||||||
Non- | Cash Flow | Non- | Cash Flow | |||||||||||||||||||||
designated | Hedges | designated | Hedges | |||||||||||||||||||||
Hedges | Hedges | |||||||||||||||||||||||
Interest | Interest | Interest | Interest | Interest | Interest | |||||||||||||||||||
Rate Caps | Rate Swaps | Rate Swaps | Rate Caps | Rate Swaps | Rate Swaps | |||||||||||||||||||
Notional balance | $ | 77,585 | $ | 58,815 | $ | 32,100 | $ | 77,585 | $ | 58,815 | $ | 32,100 | ||||||||||||
Weighted average interest rate(1) | 2.69 | % | 1.54 | % | 2.3 | % | 2.69 | % | 1.54 | % | 2.18 | % | ||||||||||||
Weighted average capped interest rate | 4.13 | % | N/A | N/A | 4.13 | % | N/A | N/A | ||||||||||||||||
Earliest maturity date | 17-Jul | 16-Sep | 20-Jul | 17-Jul | 16-Sep | 20-Jul | ||||||||||||||||||
Latest maturity date | 18-Jul | 16-Sep | 20-Aug | 18-Jul | 16-Sep | 20-Aug | ||||||||||||||||||
Estimated fair value, asset/(liability) | $ | 44 | $ | (1,089 | ) | $ | (1,532 | ) | $ | 94 | $ | (1,112 | ) | $ | (1,175 | ) | ||||||||
-1 | For interest rate caps, this represents the weighted average interest rate on the debt. | |||||||||||||||||||||||
Financial Instruments Measured at Fair Value on a Recurring Basis | The table below presents our liabilities measured/disclosed at fair value on a recurring basis as of March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | |||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total Fair Value Estimate at March 31, 2015 | Carrying Value at | ||||||||||||||||||||
in Active | Other | Unobservable | 31-Mar-15 | |||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage loan payables, net(1) | $ | — | $ | 1,031,957 | $ | — | $ | 1,031,957 | $ | 999,155 | ||||||||||||||
Unsecured notes payable to | — | — | 6,116 | 6,116 | 6,116 | |||||||||||||||||||
affiliates(2) | ||||||||||||||||||||||||
Secured Credit Facility(1) | — | 159,034 | — | 159,034 | 158,420 | |||||||||||||||||||
Line of credit(1) | — | 9,922 | — | 9,922 | 9,902 | |||||||||||||||||||
Acquisition contingent | — | — | 3,000 | 3,000 | 3,000 | |||||||||||||||||||
consideration- Andros Isles(3) | ||||||||||||||||||||||||
Warrants(4) | — | — | 274 | 274 | 274 | |||||||||||||||||||
Series E preferred stock derivative(5) | — | — | 900 | 900 | 900 | |||||||||||||||||||
Total liabilities at fair value | $ | — | $ | 1,200,913 | $ | 10,290 | $ | 1,211,203 | $ | 1,177,767 | ||||||||||||||
-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 related primarily to certain net operating income over a four-year period for Landmark at Andros Isles. | |||||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | |||||||||||||||||||||||
-5 | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E 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, 2014, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | ||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total Fair Value Estimate at December 31, 2014 | Carrying Value at December 31, 2014 | ||||||||||||||||||||
in Active | Other | Unobservable | ||||||||||||||||||||||
Markets for | Observable | Inputs | ||||||||||||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgage loan payables, net(1) | $ | — | $ | 1,061,988 | $ | — | $ | 1,061,988 | $ | 1,021,683 | ||||||||||||||
Unsecured notes payable to affiliates(2) | — | — | 6,116 | 6,116 | 6,116 | |||||||||||||||||||
Secured Credit Facility(1) | — | 159,207 | — | 159,207 | 159,176 | |||||||||||||||||||
Line of credit(1) | 3,903 | 3,903 | 3,902 | |||||||||||||||||||||
Acquisition contingent consideration-Andros Isles(3) | — | — | 2,900 | 2,900 | 2,900 | |||||||||||||||||||
Warrants(4) | — | — | 663 | 663 | 663 | |||||||||||||||||||
Series E preferred stock derivative(5) | 1,400 | 1,400 | 1,400 | |||||||||||||||||||||
Total liabilities at fair value | $ | — | $ | 1,225,098 | $ | 11,079 | $ | 1,236,177 | $ | 1,195,840 | ||||||||||||||
-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 certain net operating income over a four-year period for Landmark at Andros Isles. | |||||||||||||||||||||||
-4 | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | |||||||||||||||||||||||
-5 | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E Preferred Stock, and the discount rate. | |||||||||||||||||||||||
Schedule of Fair Value of Level 3 Liabilities Measured on a Recurring Basis | The table below provides a reconciliation of the fair values of acquisition contingent consideration, warrant liability, and Series E Preferred Stock derivative measured on a recurring basis for which the company has designated as Level 3 (in thousands): | |||||||||||||||||||||||
Acquisition | Warrants | Series E | Total | |||||||||||||||||||||
Contingent | Preferred | |||||||||||||||||||||||
Consideration - Andros Isles | Stock | |||||||||||||||||||||||
Derivative | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 2,900 | $ | 663 | $ | 1,400 | $ | 4,963 | ||||||||||||||||
Additions | — | — | — | — | ||||||||||||||||||||
Change due to liability realized | — | — | — | — | ||||||||||||||||||||
Changes in fair value(1) | 100 | (389 | ) | (500 | ) | (789 | ) | |||||||||||||||||
Balance at March 31, 2015 | $ | 3,000 | $ | 274 | $ | 900 | $ | 4,174 | ||||||||||||||||
-1 | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the condensed consolidated statements of comprehensive operations for the three months ended March 31, 2015. |
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the assets acquired and liabilities assumed at the time of acquisition (in thousands): | ||||
31-Mar-14 | |||||
Land | $ | 54,760 | |||
Land improvements | 16,957 | ||||
Building and improvements | 233,809 | ||||
Furniture, fixtures and equipment | 4,570 | ||||
In-place leases | 9,830 | ||||
(Above)/below market leases | (1,146 | ) | |||
Fair market value of assumed debt | (150,975 | ) | |||
Other assets/liabilities, net | (28,960 | ) | |||
Total | 138,845 | ||||
Equity/limited partnership unit consideration | (54,518 | ) | |||
Net cash consideration | $ | 84,327 | |||
Proforma Financial Data (Unaudited) | Assuming the acquisitions of the 12 consolidated properties that were acquired in three months ended March 31, 2014 had occurred on January 1, 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 for the three months ended March 31, 2014 (in thousands, except per share data): | ||||
Three Months Ended March 31, 2014 | |||||
Revenues | $ | 62,678 | |||
Net loss | $ | (24,382 | ) | ||
Net loss attributable to controlling interest | $ | (8,942 | ) | ||
Net loss per common share attributable to controlling interest — basic and diluted | $ | (0.35 | ) |
Organization_and_Description_o1
Organization and Description of Business - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Apr. 14, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
property | related_party | property | ||
property | ||||
Organization and Nature of Operations [Line Items] | ||||
Carrying value of properties | $1,849,929 | $1,875,803 | ||
Consolidated Properties | Non- Controlling Interest Partners | Consolidated Joint Venture | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 6 | 6 | ||
Unconsolidated Properties | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 26 | |||
Unconsolidated Properties | Timbercreek U.S. Multi-Residential Operating L.P. | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 8 | |||
Unconsolidated Properties | Non- Controlling Interest Partners | Unconsolidated Joint Venture | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 2 | |||
Consolidated Owned Properties | Consolidated Properties | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 75 | |||
Parcel of undeveloped land | 2 | |||
Number of apartment units | 23,492 | |||
Carrying value of properties | $1,800,000 | |||
Managed Equity Investment Properties | Unconsolidated Properties | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 10 | |||
Number of apartment units | 3,446 | |||
Managed Third Party Properties | Unconsolidated Properties | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 16 | |||
Subsequent Event | Managed Third Party Properties | Unconsolidated Properties | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 16 | |||
Number of apartment units | 5,560 | |||
Number of related parties (or more) | 1 | |||
Number of properties transferred | 11 | |||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | Unconsolidated Properties | Timbercreek U.S. Multi-Residential Operating L.P. | ||||
Organization and Nature of Operations [Line Items] | ||||
Number of properties | 1 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Valuation allowance | $1,500,000 | $1,100,000 | |
Income tax (expense)/benefit | -133,000 | 443,000 | |
State income tax (expense) benefit | -133,000 | 0 | |
Net operating loss carry forward | 67,000,000 | ||
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Distributions from taxable income percentage required to qualify as a REIT for federal income tax purposes (at least) | 90.00% | ||
Taxable REIT Subsidiaries | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net operating loss carry forward | $6,100,000 |
Real_Estate_Investments_Additi
Real Estate Investments - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Real Estate [Abstract] | ||
Depreciation expense | $16.40 | $14.30 |
2015 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of properties | 0 |
Real_Estate_Investments_Schedu
Real Estate Investments - Schedule of Investments in Consolidated Owned Properties (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | ||
In Thousands, unless otherwise specified | ||||
Property, Plant and Equipment [Line Items] | ||||
Land | $273,790 | $278,885 | ||
Land improvements | 135,592 | 137,646 | ||
Building and improvements | 1,402,464 | [1] | 1,420,815 | [1] |
Furniture, fixtures and equipment | 38,083 | 38,457 | ||
Real estate investments, gross | 1,849,929 | 1,875,803 | ||
Less: accumulated depreciation | -163,254 | -148,298 | ||
Real estate investments, net | 1,686,675 | 1,727,505 | ||
Construction Cost | ||||
Property, Plant and Equipment [Line Items] | ||||
Buildings and improvements | $772 | $2,500 | ||
[1] | Includes $772,000 and $2.5 million of direct construction costs in progress as of March 31, 2015 and December 31, 2014, respectively. |
Real_Estate_Disposition_Activi1
Real Estate Disposition Activities - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Mortgage loan assumed by the buyer | $6,704,000 | $0 |
Gain on sale of operating properties | 2,297,000 | 0 |
Loss on extinguishment of debt | 2,269,000 | 0 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on extinguishment of debt | 2,300,000 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2014 Dispositions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties | 0 | |
Avondale by the Lakes and Landmark at Savoy Square | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties | 2 | |
Number of apartment units | 486 | |
Combined purchase price | 31,600,000 | |
Net carrying value of property sold | 26,400,000 | |
Number of mortgage loans assumed by buyer | 1 | |
Mortgage loan assumed by the buyer | 6,700,000 | |
Incurred expenses and adjustments associated with disposals | 2,600,000 | |
Gain on sale of operating properties | 2,300,000 | |
Gain on Sale of Operating Properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2014 Dispositions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Tax penalty incurred for a prior year disposition | 1,700,000 | |
Loss on Debt and Preferred Stock Extinguishment | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Yield maintenance prepayment penalty for debt extinguishment | $2,000,000 |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Entities - Schedule of Non-Controlling Investments Under Equity Method Investments (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 18, 2013 | Dec. 06, 2013 |
property | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total Investment | $8,316 | $8,962 | ||
Landmark at Waverly Place — Melbourne, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | 18-Nov-13 | |||
Number of Units | 208 | |||
Total Investment | 581 | 955 | ||
Percentage Ownership | 20.00% | 20.00% | ||
The Fountains — Palm Beach Gardens, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | 6-Dec-13 | |||
Number of Units | 542 | |||
Total Investment | 3,275 | 3,460 | ||
Percentage Ownership | 20.00% | 20.00% | ||
Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | 20-Dec-13 | |||
Total Investment | $4,460 | $4,547 | ||
Percentage Ownership | 8.70% |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Entities - Additional Information (Detail) (USD $) | 0 Months Ended | ||||
Dec. 20, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 18, 2013 | Dec. 06, 2013 | |
Landmark at Waverly Place | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 20.00% | 20.00% | |||
Difference between the carrying value and underlying equity in the net assets | $460,000 | $463,000 | |||
Landmark at Waverly Place | Consolidated Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 80.00% | ||||
The Fountains | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 20.00% | 20.00% | |||
Difference between the carrying value and underlying equity in the net assets | 830,000 | 839,000 | |||
The Fountains | Consolidated Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 80.00% | ||||
Timbercreek U.S. Multi-Residential Operating L.P. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 8.70% | ||||
Timbercreek U.S. Multi-Residential Operating L.P. | Common Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of stock units purchased | 500,000 | ||||
Timbercreek U.S. Multi-Residential Operating L.P. | Equity Method Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment | $5,000,000 | ||||
Issuance of common stock | 613,497 |
Identified_Intangible_Assets_N2
Identified Intangible Assets, Net - Schedule of Identified Intangible Assets, Net (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Total Identified intangible assets, net | 15,025 | 16,464 |
Trade Name and Trade Marks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified indefinite-lived intangible assets, net | 200 | 200 |
In-Place Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified finite-lived intangible assets, net | 0 | 591 |
Accumulated amortization | 0 | 788 |
Property Management Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identified finite-lived intangible assets, net | 14,825 | 15,673 |
Accumulated amortization | 6,000 | 5,200 |
Weighted Average | In-Place Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life | 0 months | 3 months |
Weighted Average | Property Management Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining life | 77 months 13 days | 80 months 13 days |
Identified_Intangible_Assets_N3
Identified Intangible Assets, Net - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $1,400,000 | $17,800,000 | |
Security Deposits, Prepaid Rent and Other Liabilities | |||
Finite-Lived Intangible Assets [Line Items] | |||
Below market lease intangibles, net | $0 | $31,000 |
Debt_Schedule_of_Debt_Details
Debt - Schedule of Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | $991,900 | $1,014,000 |
Total mortgage loan payables, net | 999,155 | 1,021,683 |
Secured credit facility | 158,420 | 159,176 |
Line of credit | 9,902 | 3,902 |
Total secured fixed and variable rate debt, net | 1,167,477 | 1,184,761 |
Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Secured credit facility | 158,420 | 159,176 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 991,865 | 1,013,508 |
Premium, net | 7,290 | 8,175 |
Total mortgage loan payables, net | 999,155 | 1,021,683 |
Secured Debt | Fixed Rate Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 734,727 | 755,576 |
Secured Debt | Variable Rate Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 257,138 | 257,932 |
Secured Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit | 9,902 | 3,902 |
Unsecured Debt | Unsecured Notes Payable to Affiliates | ||
Debt Instrument [Line Items] | ||
Unsecured notes payable to affiliates | 6,116 | 6,116 |
Secured Debt | Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Secured credit facility | $158,400 |
Debt_Scheduled_Payments_and_Ma
Debt - Scheduled Payments and Maturities (Details) (USD $) | Mar. 31, 2015 | |
In Thousands, unless otherwise specified | ||
Secured Notes Payments | ||
Debt Instrument [Line Items] | ||
2015 | $11,060 | [1],[2] |
2016 | 11,149 | [2] |
2017 | 9,726 | [2] |
2018 | 8,385 | [2] |
2019 | 6,975 | [2] |
Thereafter | 39,974 | [2] |
Total | 87,269 | [2] |
Maturing debt | 11,060 | [1],[2] |
Secured Notes Maturities | ||
Debt Instrument [Line Items] | ||
2015 | 125,851 | [1] |
2016 | 400,068 | |
2017 | 99,725 | |
2018 | 105,210 | |
2019 | 73,278 | |
Thereafter | 268,786 | |
Total | 1,072,918 | |
Maturing debt | 125,851 | [1] |
Notes Maturing in Second Quarter 2015 | ||
Debt Instrument [Line Items] | ||
2015 | 67,900 | |
Maturing debt | 67,900 | |
Notes Maturing in Third Quarter 2015 | ||
Debt Instrument [Line Items] | ||
2015 | 39,100 | |
Maturing debt | 39,100 | |
Notes Maturing in Fourth Quarter 2015 | ||
Debt Instrument [Line Items] | ||
2015 | 9,100 | |
Maturing debt | 9,100 | |
Unsecured Notes Maturities | ||
Debt Instrument [Line Items] | ||
2015 | 500 | [1] |
2016 | 0 | |
2017 | 0 | |
2018 | 5,616 | |
2019 | 0 | |
Thereafter | 0 | |
Total | 6,116 | |
Maturing debt | $500 | [1] |
[1] | Included is maturing debt in the second quarter of 2015 of $67.9 million which has been refinanced or extended subsequent to March 31, 2015. Also included in maturing debt for the third and fourth quarters of 2015 is $39.1 million, and $9.1 million, respectively. We plan to investigate opportunities to extend, refinance or raise funds to repay each of these instruments prior to their respective maturities. | |
[2] | Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. |
Debt_Mortgage_Loans_Payable_Ne
Debt - Mortgage Loans Payable, Net (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, net | $999,155 | $1,021,683 |
Mortgage loan payables, gross | 991,900 | 1,014,000 |
Interest rate, minimum | 1.77% | 1.76% |
Interest rate, maximum | 6.58% | 6.58% |
Weighted average interest rate | 4.53% | 4.53% |
Fixed Rate Mortgage Debt | Fixed Rate Mortgage Debt | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, net | 742,000 | 755,600 |
Mortgage loan payables, gross | 734,700 | 763,800 |
Number of mortgage loans | 52 | 54 |
Weighted average interest rate | 5.23% | 5.22% |
Percentage of mortgage loans payable | 74.30% | 74.80% |
Variable Rate Mortgage Debt | Variable Rate Debt | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, net | 257,100 | |
Mortgage loan payables, gross | 257,900 | |
Number of mortgage loans | 12 | 12 |
Weighted average interest rate | 2.51% | 2.52% |
Percentage of mortgage loans payable | 25.70% | 25.20% |
Secured Debt | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, net | 999,155 | 1,021,683 |
Mortgage loan payables, gross | 991,865 | 1,013,508 |
Secured Debt | Monthly Interest-Only Payment | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number of mortgage loans | 19 | |
Secured Debt | Monthly Principal and Interest Payments | ||
Mortgage Loans on Real Estate [Line Items] | ||
Number of mortgage loans | 45 | |
Secured Debt | Fixed Rate Mortgage Debt | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, gross | 734,727 | 755,576 |
Secured Debt | Variable Rate Mortgage Debt | ||
Mortgage Loans on Real Estate [Line Items] | ||
Mortgage loan payables, gross | $257,138 | $257,932 |
Debt_Secured_Credit_Facility_D
Debt - Secured Credit Facility (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
property | ||
Short-term Debt [Line Items] | ||
Secured credit facility | $158,420,000 | $159,176,000 |
Secured Credit Facility | ||
Short-term Debt [Line Items] | ||
Secured credit facility | 158,420,000 | 159,176,000 |
Secured Debt | Secured Credit Facility | ||
Short-term Debt [Line Items] | ||
Aggregate maximum principal amount | 180,000,000 | |
Secured credit facility | 158,400,000 | |
Properties pledged as collateral under credit agreement | 13 | |
Line of credit facility, available borrowing capacity | 14,100,000 | |
Amount drawn on facility | $165,900,000 | |
Maximum consolidated funded indebtedness to total assets | 75.00% | |
Consolidated fixed charge coverage ratio (at least) | 1.05 | |
Annual interest rate | 3.43% | |
Secured Debt | Federal Funds Rate | Secured Credit Facility | ||
Short-term Debt [Line Items] | ||
Interest rate, basis spread (one-month interest period plus for Eurodollar Rate) | 0.50% | |
Secured Debt | Eurodollar | Secured Credit Facility | ||
Short-term Debt [Line Items] | ||
Interest rate, basis spread (one-month interest period plus for Eurodollar Rate) | 1.00% | |
Annual interest rate | 3.25% |
Debt_Line_of_Credit_Details
Debt - Line of Credit (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 24, 2015 | Jan. 22, 2014 | |
Line of Credit Facility [Line Items] | ||||
Line of credit | 9,902,000 | $3,902,000 | ||
Line of Credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate maximum principal amount | 10,000,000 | |||
Maximum consolidated funded indebtedness to total assets | 75.00% | |||
Consolidated fixed charge coverage ratio (at least) | 1.05 | |||
Minimum funds from operations (at least) | 1 | |||
Line of credit | 9,902,000 | 3,902,000 | ||
Revolving line of credit available | 100,000 | |||
Annual interest rate | 3.43% | |||
Line of Credit | Secured Debt | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, basis spread | 3.25% | |||
Restricted Cash | Line of Credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Cash and equity interests in subsidiaries pledged as collateral | $1,500,000 |
Debt_Unsecured_Notes_Payable_t
Debt - Unsecured Notes Payable to Affiliates (Details) (Unsecured Notes Payable to Affiliates, Unsecured Debt, USD $) | 0 Months Ended | 18 Months Ended | 3 Months Ended | ||
Dec. 20, 2013 | Oct. 31, 2014 | Mar. 31, 2015 | Mar. 14, 2013 | Dec. 31, 2014 | |
Elrm Transaction Unsecured Note Payable To Affiliate | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $10,000,000 | ||||
Payments on unsecured note payable | 5,000,000 | ||||
Interest rate on unsecured promissory note | 3.00% | ||||
ELRM | |||||
Debt Instrument [Line Items] | |||||
Business acquisition, contingent consideration payable | 616,000 | ||||
Legacy Galleria, LLC | |||||
Debt Instrument [Line Items] | |||||
Notes payable | $500,000 | $500,000 | |||
Interest margin rate | 3.68% | ||||
Restricted Common Stock | Elrm Transaction Unsecured Note Payable To Affiliate | |||||
Debt Instrument [Line Items] | |||||
Payments on unsecured note payable, shares | 613,497 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Accumulated amortization | $11.50 | $10.40 | |
Amortization expense of deferred financing costs | 1.5 | 1.9 | |
Other Assets, Net | |||
Debt Instrument [Line Items] | |||
Deferred financing costs, net of accumulated amortization | $9.50 | $10.70 |
Preferred_Stock_and_Warrants_t1
Preferred Stock and Warrants to Purchase Common Stock - Series D Preferred Stock (Details) (USD $) | 3 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 01, 2015 | Feb. 28, 2015 | Jan. 23, 2015 | Jun. 28, 2016 | Dec. 31, 2014 | Jan. 07, 2014 | |
Class of Stock [Line Items] | ||||||||
Preferred stock par value (in dollars per share) | $0.01 | |||||||
Accretion expense | $1,716,000 | $1,513,000 | ||||||
8.75% Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 20,586,252 | 20,976,300 | ||||||
Percentage of annual distributions on preferred shares | 8.75% | 11.00% | 8.75% | |||||
Percentage of annual distributions on preferred shares compounded monthly | 14.47% | |||||||
Day of month dividend is payable | 15 days | |||||||
Percentage of annual distributions on preferred shares in event of default | 19.97% | |||||||
Day of month dividend is payable in event of default | 15 days | |||||||
Liquidation preference of preferred stock | $10 | |||||||
Fair value of derivative liability | 13,500,000 | |||||||
Decrease in fair value | 900,000 | |||||||
Fair value, derivative | 0 | 0 | ||||||
Cumulative non-convertible redeemable preferred stock with derivative | 199,602,000 | 202,380,000 | ||||||
8.75% Series D Preferred Stock | Current Dividend | ||||||||
Class of Stock [Line Items] | ||||||||
Percentage of annual distributions on preferred shares compounded monthly in event of default | 11.00% | |||||||
8.75% Series D Preferred Stock | Interest Expense, net | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividends | 8,100,000 | 7,700,000 | ||||||
Accretion expense | 1,100,000 | 979,000 | ||||||
iStar and BREDS | 8.75% Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock par value (in dollars per share) | $0.01 | |||||||
Share price | $10 | |||||||
Preferred stock issued, amount | 205,900,000 | 209,800,000 | ||||||
Sale proceeds used for redemption | $4,300,000 | |||||||
Preferred stock redeemed (in shares) | 390,048 | |||||||
Scenario, Forecast | 8.75% Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, extension period | 1 year | |||||||
Redemption price per share | $10 | |||||||
Minimum | 8.75% Series D Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock redemption percentage (not less than) | 50.00% |
Preferred_Stock_and_Warrants_t2
Preferred Stock and Warrants to Purchase Common Stock - Series E Preferred Stock (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 23, 2015 | Jun. 28, 2016 | Oct. 01, 2015 | Sep. 30, 2015 | Jan. 07, 2014 | Jun. 04, 2014 | ||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock par value (in dollars per share) | $0.01 | |||||||||||
Accretion expense | $1,716,000 | $1,513,000 | ||||||||||
9.25% Series E Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 7,262,400 | 7,400,000 | ||||||||||
Percentage of annual distributions on preferred shares compounded monthly | 14.47% | |||||||||||
Day of month dividend is payable | 15 days | |||||||||||
Percentage of annual distributions on preferred shares in event of default | 19.97% | |||||||||||
Percentage of annual distributions on preferred shares compounded monthly in event of default | 11.00% | |||||||||||
Day of month dividend is payable in event of default | 15 days | |||||||||||
Preferred stock redemption percentage (not less than) | 50.00% | 50.00% | ||||||||||
Fair value of derivative liability | 900,000 | 1,400,000 | 6,000,000 | [1] | ||||||||
Increase (decrease) in fair value | -500,000 | [2] | 600,000 | [2] | ||||||||
Cumulative non-convertible redeemable preferred stock with derivative | 70,295,000 | 71,578,000 | ||||||||||
Liquidation preference of preferred stock | $10 | |||||||||||
iStar and BREDS | 9.25% Series E Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock par value (in dollars per share) | $0.01 | |||||||||||
Share price | $10 | |||||||||||
Preferred stock issued, amount | 72,600,000 | 74,000,000 | ||||||||||
Sale proceeds used for redemption | 1,600,000 | |||||||||||
Preferred stock redeemed (in shares) | 137,600 | |||||||||||
Interest Expense, net | 9.25% Series E Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock dividends | 2,700,000 | 2,300,000 | ||||||||||
Accretion expense | $593,000 | $534,000 | ||||||||||
Scenario, Forecast | 9.25% Series E Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of annual distributions on preferred shares | 9.25% | |||||||||||
Share price | $10 | |||||||||||
Percentage of annual distributions on preferred shares increase after initial period | 11.25% | |||||||||||
Preferred stock, extension period | 1 year | |||||||||||
Minimum | 9.25% Series E Preferred Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock redemption percentage (not less than) | 50.00% | |||||||||||
[1] | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E Preferred Stock, and the discount rate. | |||||||||||
[2] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the condensed consolidated statements of comprehensive operations for the three months ended March 31, 2015. |
Preferred_Stock_and_Warrants_t3
Preferred Stock and Warrants to Purchase Common Stock - Warrants to Purchase Common Stock (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jun. 28, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Equity [Abstract] | ||||
Issued non-detachable warrants to purchase aggregate shares of common stock | $60,000,000 | |||
Exercise price of warrants (greater of) | $9 | |||
Percentage of public offering price of common stock | 80.00% | |||
Warrant exercisable period | 60 days | |||
Close of business date after the completion of IPO | 60 days | |||
Security Deposits, Prepaid Rent and Other Liabilities | ||||
Class of Stock [Line Items] | ||||
Liability related to non-detachable warrants | 274,000 | 663,000 | ||
Other Comprehensive Loss | Warrants | ||||
Class of Stock [Line Items] | ||||
Decrease in fair value | $389,000 | $750,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Jun. 04, 2014 | Dec. 20, 2013 | 5-May-15 | Apr. 30, 2015 | Mar. 31, 2013 | Mar. 14, 2013 | |
contingent_consideration_event | board_member | ||||||||
Commitments and Contingencies [Line Items] | |||||||||
Number of contingent consideration events | 2 | ||||||||
ELRM | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Fair value of acquisition consideration | 0 | $0 | |||||||
Change in Fair Value of Preferred Stock Derivatives/Warrants and Acquisition Contingent Consideration | ELRM | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Increase (decrease) in contingent consideration | -2,400,000 | ||||||||
Restricted Limited Partnership Units | Operating Partnership | ELRM | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Contingent consideration liability (up to) | 10,000,000 | ||||||||
Future Net Operating Income | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Contingent consideration liability (up to) | 3,000,000 | 2,900,000 | |||||||
Fair value of acquisition consideration | 2,700,000 | ||||||||
Contingent consideration term | 4 years | ||||||||
Future Net Operating Income | Change in Fair Value of Preferred Stock Derivatives/Warrants and Acquisition Contingent Consideration | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Increase (decrease) in contingent consideration | 100,000 | ||||||||
ELRH II | Management Support Services Agreement | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Number of board members involved in related party transaction | 2 | ||||||||
Issuance of common stock | 1,226,994 | ||||||||
Period subsequent to restriction period for which shares can sell above specified price | 10 days | ||||||||
ELRH II | Unsecured Debt | Unsecured Notes Payable to Affiliates | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Payments on unsecured note payable | 5,000,000 | ||||||||
Notes payable | 10,000,000 | ||||||||
ELRH II | Unsecured Debt | Unsecured Notes Payable to Affiliates | Management Support Services Agreement | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Payments on unsecured note payable | 5,000,000 | ||||||||
Notes payable | 10,000,000 | ||||||||
Share Price Guarantee | ELRH II | Management Support Services Agreement | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Share price | 8.15 | ||||||||
Share Price of Repurchase Obligation if No IPO before March 14, 2018 | ELRH II | Management Support Services Agreement | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Share price | 8.15 | ||||||||
Superior Court of Orange County, California, styled S. Sidney Mandel et al. v. NNN Realty Investors, LLC et al. | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Loss contingency accrual | 0 | ||||||||
Subsequent Event | Future Net Operating Income | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Cash paid in settlement of contingent consideration | 3,500,000 | 3,500,000 | |||||||
Subsequent Event | Future Net Operating Income | Common Stock | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Value of stock issued upon settlement of contingent consideration | 400,000 | ||||||||
Common stock price per share | $8.15 | ||||||||
Subsequent Event | Affiliated Entity | Future Net Operating Income | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Increase (decrease) in contingent consideration | -3,900,000 | ||||||||
Maximum | Future Net Operating Income | Andros Property | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Contingent consideration liability (up to) | $4,000,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Mar. 14, 2013 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 20, 2013 | 5-May-15 | Dec. 31, 2014 | Aug. 28, 2012 | |
tax_protection_agreement | affiliated_entity | ||||||
Related Party Transaction [Line Items] | |||||||
Other receivables due from affiliates | 604,000 | $1,627,000 | |||||
Other payables due to affiliates | 278,000 | 117,000 | |||||
Operating Units Issued Related to Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Operating partnership units issued | 12,688,988 | ||||||
Value of operating partnership units issued | 103,400,000 | ||||||
Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Commitment expiration period | 18 months | ||||||
ELRM | Management Support Services Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Costs reimbursed | 331,000 | ||||||
Other Affiliates | Tax Protection Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Number of tax protection agreements | 27 | ||||||
Common Stock | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock issued in connection with acquisition | 613,497 | ||||||
Class A Units | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | 500,000 | ||||||
Amount of consideration paid | 5,000,000 | ||||||
Class A Units | Commitments | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | 500,000 | ||||||
Amount of consideration paid | 5,000,000 | ||||||
Seabreeze Daytona Undeveloped Land | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage ownership acquired | 100.00% | ||||||
Director | ELRM | Operating Units Issued Related to Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members involved in related party transaction | 2 | ||||||
Minimum | Other Affiliates | Tax Protection Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Tax protection period | 5 years | ||||||
Maximum | Other Affiliates | Tax Protection Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Tax protection period | 7 years | ||||||
Future Net Operating Income | Subsequent Event | Landmark at Andros Isles | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Contingent consideration settled | 3,900,000 | ||||||
Number of affiliated entities for which contingent consideration will be paid (or more) | 1 | ||||||
Managed Third Party Properties | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Other receivables due from affiliates | 604,000 | 1,600,000 | |||||
Other payables due to affiliates | 278,000 | $117,000 |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2011 | Aug. 31, 2012 | |
Stockholders Equity Note Disclosure [Line Items] | |||||
Preferred stock, shares authorized | 50,000,000 | ||||
Preferred stock, par value | $0.01 | ||||
Common stock, shares authorized (up to) | 300,000,000 | 300,000,000 | |||
Common stock, shares issued | 25,684,047 | 25,628,526 | |||
Common stock, shares outstanding | 25,684,047 | 25,628,526 | |||
Common stock distributions per share (in dollars per share) | $0.30 | ||||
Issuance of common stock under the DRIP | $453,000 | ||||
Operating partnership units outstanding, value | 337,800,000 | 337,800,000 | |||
Redeemable Non- Controlling Interests in Operating Partnership | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Operating partnership units issued | 41,446,746 | 41,446,746 | |||
Operating partnership units outstanding, value | 337,800,000 | 337,800,000 | |||
Restricted Common Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Shares excluded from computation of diluted earnings per share | 189,579 | 192,316 | |||
Fair value of nonvested shares | 1,500,000 | 1,600,000 | |||
Grant date fair valued (in dollars per share) | $8.15 | $8.15 | |||
Long-Term Incentive Program | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Compensation expense | 0 | 300,000 | |||
Series D Preferred Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Preferred stock, shares issued | 20,586,252 | 20,976,300 | |||
Preferred stock, shares outstanding | 20,586,252 | 20,976,300 | |||
Series E Preferred Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Preferred stock, shares issued | 7,262,400 | 7,400,000 | |||
Preferred stock, shares outstanding | 7,262,400 | 7,400,000 | |||
2006 Award Plan and 2012 Award Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Number of shares authorized for issuance | 2,000,000 | ||||
2006 Award Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Number of shares authorized for issuance | 2,000,000 | ||||
2006 Award Plan | Restricted Common Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Compensation expense | 98,000 | 14,000 | |||
Unrecognized compensation expense | 1,200,000 | 1,300,000 | |||
Unrecognized compensation expense, recognition period | 3 years 0 months 29 days | ||||
2012 Award Plan | Long-Term Incentive Program | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Number of LTIP units issued | 647,908 | 647,908 | |||
Distribution Reinvestment Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Common stock, shares issued | 55,521 | ||||
Common stock distributions reinvestment, shares | 55,521 | ||||
Issuance of common stock under the DRIP | 453,000 | ||||
ELRM | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Number of years operating partnership units are subject to vesting and cancellation | 5 years | ||||
401(k) Savings Plan | Other Postretirement Benefit Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Savings plan required service period | 2 months | ||||
Contributions per employee, percent (not less than) | 1.00% | ||||
Contributions per employee, percent (not more than) | 85.00% | ||||
Employer matching contribution of salary deferrals | 40.00% | ||||
Employer matching contribution percentage of eligible compensation | 5.00% | ||||
Employer contribution, amount | 46,000 | 28,000 | |||
Company's matched portion, percentage vested and nonforfeitable | 100.00% | ||||
Common Stock | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Common stock distributions per share (in dollars per share) | $0.30 | ||||
Common stock distributions reinvestment, shares | 55,521 | ||||
Issuance of common stock under the DRIP | $1,000 | ||||
Common Stock | Distribution Reinvestment Plan | |||||
Stockholders Equity Note Disclosure [Line Items] | |||||
Common stock distributions reinvestment, shares | 10,000,000 | ||||
Common stock price per share | $8.15 |
Equity_Status_of_Nonvested_Sha
Equity - Status of Nonvested Shares of Restricted Common Stock (Details) (Restricted Common Stock, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Common Stock | |
Restricted Common Stock | |
Restricted common stock, beginning balance (in shares) | 192,316 |
Vested (in shares) | -2,737 |
Restricted common stock, ending balance (in shares) | 189,579 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $8.18 |
Vested (in dollars per share) | $8.15 |
Weighted average grant date fair value, ending balance (in dollars per share) | $8.18 |
NonControlling_Interests_Detai
Non-Controlling Interests (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | |||
Operating partnership units, total consideration | $337,800,000 | $337,800,000 | |
Percentage ownership by parent | 37.90% | 37.80% | |
Percentage ownership by limited partners | 62.10% | 62.20% | |
Non-controlling interest partners | 26,254,000 | 26,731,000 | |
Net (income) loss attributable to non-controlling interest partner | -191,000 | 1,483,000 | |
Redeemable Non- Controlling Interests in Operating Partnership | |||
Noncontrolling Interest [Line Items] | |||
Redemption holding period | 12 months | ||
Cash redemption per unit (in dollars per share) | $8.15 | ||
Operating partnership units issued | 41,446,746 | 41,446,746 | |
Operating partnership units, total consideration | 337,800,000 | 337,800,000 | |
Total redemption value | 337,800,000 | ||
Consolidated Properties | Consolidated Joint Venture | Non - Controlling Interest | |||
Noncontrolling Interest [Line Items] | |||
Number of properties | 6 | 6 | |
Distribution Reinvestment Plan | |||
Noncontrolling Interest [Line Items] | |||
Distributions of operating partnership units reinvested | $0 |
Fair_Value_of_Derivatives_and_2
Fair Value of Derivatives and Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Interest Rate Swap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate swap agreements | 3 | |
Interest Expense, net | Interest Rate Cap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on interest rate agreement in interest expense | $49 | $97 |
Designated as Hedging Instrument | Interest Rate Swap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate swap agreements | 2 | |
Not Designated as Hedging Instrument | Interest Rate Swap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate swap agreements | 1 | |
Not Designated as Hedging Instrument | Interest Rate Cap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate swap agreements | 4 | |
Effective Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of interest rate swap agreements | 2 | |
Loss on interest rate agreement in interest expense | 22 | |
Other Comprehensive Loss | Effective Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swap Agreement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gain (loss) on interest rate agreement in other comprehensive loss | $356 | $279 |
Fair_Value_of_Derivatives_and_3
Fair Value of Derivatives and Financial Instruments - Summary of Derivative Arrangements and Consolidated Hedging Derivatives (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Not Designated as Hedging Instrument | Interest Rate Cap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional balance | 77,585,000 | 77,585,000 | ||
Weighted average interest rate | 2.69% | [1] | 2.69% | [1] |
Weighted average capped interest rate | 4.13% | 4.13% | ||
Estimated fair value, asset/(liability) | 44,000 | 94,000 | ||
Not Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional balance | 58,815,000 | 58,815,000 | ||
Weighted average interest rate | 1.54% | [1] | 1.54% | [1] |
Estimated fair value, asset/(liability) | -1,089,000 | -1,112,000 | ||
Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional balance | 32,100,000 | 32,100,000 | ||
Weighted average interest rate | 2.30% | [1] | 2.18% | [1] |
Estimated fair value, asset/(liability) | -1,532,000 | -1,175,000 | ||
Minimum | Not Designated as Hedging Instrument | Interest Rate Cap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 31-Jul-17 | 31-Jul-17 | ||
Minimum | Not Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 30-Sep-16 | 30-Sep-16 | ||
Minimum | Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 31-Jul-20 | 31-Jul-20 | ||
Maximum | Not Designated as Hedging Instrument | Interest Rate Cap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 31-Jul-18 | 31-Jul-18 | ||
Maximum | Not Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 30-Sep-16 | 30-Sep-16 | ||
Maximum | Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swap Agreement | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Maturity date | 31-Aug-20 | 31-Aug-20 | ||
[1] | For interest rate caps, this represents the weighted average interest rate on the debt. |
Fair_Value_of_Derivatives_and_4
Fair Value of Derivatives and Financial Instruments - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Jan. 07, 2014 | ||||
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, net | $0 | [1] | $0 | [1] | ||
Unsecured notes payable to affiliates | 0 | [2] | 0 | [2] | ||
Secured Credit Facility | 0 | [1] | 0 | [1] | ||
Line of credit | 0 | [1] | ||||
Warrants | 0 | [3] | 0 | [3] | ||
Liabilities at fair value | 0 | 0 | ||||
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, net | 1,031,957,000 | [1] | 1,061,988,000 | [1] | ||
Unsecured notes payable to affiliates | 0 | [2] | 0 | [2] | ||
Secured Credit Facility | 159,034,000 | [1] | 159,207,000 | [1] | ||
Line of credit | 9,922,000 | [1] | 3,903,000 | [1] | ||
Warrants | 0 | [3] | 0 | [3] | ||
Liabilities at fair value | 1,200,913,000 | 1,225,098,000 | ||||
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, net | 0 | [1] | 0 | [1] | ||
Unsecured notes payable to affiliates | 6,116,000 | [2] | 6,116,000 | [2] | ||
Secured Credit Facility | 0 | [1] | 0 | [1] | ||
Line of credit | 0 | [1] | ||||
Warrants | 274,000 | [3] | 663,000 | [3] | ||
Liabilities at fair value | 10,290,000 | 11,079,000 | ||||
Series E Preferred Stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 900,000 | 1,400,000 | 6,000,000 | [4] | ||
Preferred stock redemption percentage | 50.00% | 50.00% | ||||
Series E Preferred Stock | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 0 | [4] | ||||
Series E Preferred Stock | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 0 | [4] | ||||
Series E Preferred Stock | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 900,000 | [4] | 1,400,000 | [4] | ||
Fair Value Estimate | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, net | 1,031,957,000 | [1] | 1,061,988,000 | [1] | ||
Unsecured notes payable to affiliates | 6,116,000 | [2] | 6,116,000 | [2] | ||
Secured Credit Facility | 159,034,000 | [1] | 159,207,000 | [1] | ||
Line of credit | 9,922,000 | [1] | 3,903,000 | [1] | ||
Warrants | 274,000 | [3] | 663,000 | [3] | ||
Liabilities at fair value | 1,211,203,000 | 1,236,177,000 | ||||
Fair Value Estimate | Series E Preferred Stock | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 900,000 | [4] | 1,400,000 | [4] | ||
Carrying Value | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Mortgage loans payable, net | 999,155,000 | [1] | 1,021,683,000 | [1] | ||
Unsecured notes payable to affiliates | 6,116,000 | [2] | 6,116,000 | [2] | ||
Secured Credit Facility | 158,420,000 | [1] | 159,176,000 | [1] | ||
Line of credit | 9,902,000 | [1] | 3,902,000 | [1] | ||
Warrants | 274,000 | [3] | 663,000 | [3] | ||
Liabilities at fair value | 1,177,767,000 | 1,195,840,000 | ||||
Carrying Value | Series E Preferred Stock | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Preferred stock derivative | 900,000 | [4] | 1,400,000 | [4] | ||
Andros Property | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Period of fair value assumption | 4 years | 4 years | ||||
Andros Property | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition contingent consideration liability - Andros Isles | 0 | [5] | 0 | [6] | ||
Andros Property | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition contingent consideration liability - Andros Isles | 0 | [5] | 0 | [6] | ||
Andros Property | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition contingent consideration liability - Andros Isles | 3,000,000 | [5] | 2,900,000 | [6] | ||
Andros Property | Fair Value Estimate | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition contingent consideration liability - Andros Isles | 3,000,000 | [5] | 2,900,000 | [6] | ||
Andros Property | Carrying Value | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition contingent consideration liability - Andros Isles | $3,000,000 | [5] | $2,900,000 | [6] | ||
[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 of the warrants is estimated using the Monte-Carlo Simulation. | |||||
[4] | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements 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 E Preferred Stock, and the discount rate. | |||||
[5] | The fair value is based on management’s inputs and assumptions related primarily to certain net operating income over a four-year period for Landmark at Andros Isles. | |||||
[6] | The fair value is based on management’s inputs and assumptions relating primarily to certain net operating income over a four-year period for Landmark at Andros Isles. |
Fair_Value_of_Derivatives_and_5
Fair Value of Derivatives and Financial Instruments - Schedule of Fair Value of Level 3 Liabilities Measured on a Recurring Basis (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $4,963 | ||
Additions | 0 | ||
Change due to liability realized | 0 | ||
Changes in fair value | -789 | [1] | -1,683 |
Ending balance | 4,174 | ||
Other Comprehensive Loss | Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 663 | ||
Additions | 0 | ||
Change due to liability realized | 0 | ||
Changes in fair value | -389 | [1] | |
Ending balance | 274 | ||
Andros Property | Acquisition Contingent Consideration - Andros Isles | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 2,900 | ||
Additions | 0 | ||
Change due to liability realized | 0 | ||
Changes in fair value | 100 | [1] | |
Ending balance | 3,000 | ||
Series E Preferred Stock | Other Comprehensive Loss | Series E Preferred Stock Derivative | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 1,400 | ||
Additions | 0 | ||
Change due to liability realized | 0 | ||
Changes in fair value | -500 | [1] | |
Ending balance | $900 | ||
[1] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the condensed consolidated statements of comprehensive operations for the three months ended March 31, 2015. |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Business Acquisition [Line Items] | ||
Acquisition-related expense | $0 | $3,718,000 |
Revenues | 62,678,000 | |
Net loss | 24,382,000 | |
Purchase price accounting adjustment | 0 | |
2015 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of properties | 0 | |
2014 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Consideration transferred | 319,500,000 | |
Acquisition-related expense | 3,100,000 | |
Revenues | 9,400,000 | |
Net loss | ($5,200,000) | |
Consolidated Properties | 2014 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Number of properties | 12 | |
Number of Units | 4,397 | |
Consolidated Properties | 2014 Property Acquisitions | Consolidated Joint Venture | ||
Business Acquisition [Line Items] | ||
Number of properties | 6 |
Business_Combinations_Schedule
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (2014 Property Acquisitions) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Acquisition [Line Items] | ||
Net cash consideration | $0 | $84,327 |
2014 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Land | 54,760 | |
Land improvements | 16,957 | |
Building and improvements | 233,809 | |
Furniture, fixtures and equipment | 4,570 | |
In-place leases | 9,830 | |
(Above)/below market leases | -1,146 | |
Fair market value of assumed debt | -150,975 | |
Other assets/liabilities, net | -28,960 | |
Total | 138,845 | |
Equity/limited partnership unit consideration | -54,518 | |
Net cash consideration | $84,327 |
Business_Combinations_Proforma
Business Combinations - Proforma Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Business Acquisition [Line Items] | |
Revenues | $62,678 |
Net loss | -24,382 |
Net loss attributable to controlling interest | -8,942 |
Net loss per common share attributable to controlling interest — basic and diluted (in dollars per share) | ($0.35) |
2014 Property Acquisitions | |
Business Acquisition [Line Items] | |
Revenues | 9,400 |
Net loss | $5,200 |
2014 Property Acquisitions | Consolidated Properties | |
Business Acquisition [Line Items] | |
Number of properties | 12 |
Restructuring_and_Impairment_C1
Restructuring and Impairment Charges (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Apr. 01, 2015 | Mar. 31, 2015 | Apr. 14, 2015 | |
property | property | |||
Restructuring and Impairment Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $8,000,000 | |||
Accounts Payable and Accrued Liabilities | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrual for restructuring | 2,000,000 | 1,700,000 | ||
Unconsolidated Properties | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of properties | 26 | |||
Managed Third Party Properties | Unconsolidated Properties | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of properties | 16 | |||
Managed Third Party Properties | Unconsolidated Properties | Subsequent Event | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of properties transferred | 11 | |||
Number of properties | 16 | |||
Accounting and Legal Fees | Restructuring and Impairment Charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 398,000 | |||
Legal Fees | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Payments for restructuring | 315,000 | |||
Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Payments for restructuring | 351,000 | |||
Other Accruals | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Payments for restructuring | $45,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | ||||||||||
Mar. 31, 2015 | Mar. 31, 2014 | Apr. 30, 2015 | Apr. 01, 2015 | 5-May-15 | 11-May-15 | 7-May-15 | 18-May-15 | Dec. 31, 2014 | Apr. 14, 2015 | 14-May-15 | Jun. 28, 2016 | |
property | property | |||||||||||
Subsequent Event [Line Items] | ||||||||||||
Loss on sale of property | ($2,297,000) | $0 | ||||||||||
Proceeds from the sale of operating properties, net | 22,281,000 | 0 | ||||||||||
Repayments of First Mortgage Bond | 14,939,000 | 2,596,000 | ||||||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment of interest and yield maintenance prepayment penalties | 2,700,000 | |||||||||||
Mortgage loan payables term | 10 years | |||||||||||
Repayments of First Mortgage Bond | 80,400,000 | |||||||||||
Unconsolidated Properties | Managed Third Party Properties | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of properties under property management agreements expected to be terminated | 11 | |||||||||||
Unconsolidated Properties | Managed Third Party Properties | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of properties transferred | 11 | |||||||||||
Number of apartment units | 5,560 | |||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | Courtyards on the River | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of apartment units | 296 | |||||||||||
Purchase price | 13,000,000 | |||||||||||
Loss on sale of property | 1,900,000 | |||||||||||
Proceeds from the sale of operating properties, net | 1,200,000 | |||||||||||
Landmark at Andros Isles | Future Net Operating Income | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Cash paid in settlement of contingent consideration | 3,500,000 | 3,500,000 | ||||||||||
Landmark at Andros Isles | Future Net Operating Income | Affiliated Entity | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Contingent consideration settled | 3,900,000 | |||||||||||
Number of affiliated entities for which contingent consideration will be paid (or more) | 1 | |||||||||||
Series D Preferred Stock and Series E Preferred Stock | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds used to redeem preferred stock | 33,000,000 | |||||||||||
Series D Preferred Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Preferred stock outstanding (in shares) | 20,586,252 | 20,976,300 | ||||||||||
Series D Preferred Stock | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds used to redeem preferred stock | 24,300,000 | |||||||||||
Preferred stock redeemed (in shares) | 2,202,057 | |||||||||||
Redemption price per share | $11.02 | |||||||||||
Aggregated accumulated and unpaid distributions price per share | $1.02 | |||||||||||
Preferred stock outstanding (in shares) | 18,384,195 | |||||||||||
Series E Preferred Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Preferred stock outstanding (in shares) | 7,262,400 | 7,400,000 | ||||||||||
Series E Preferred Stock | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds used to redeem preferred stock | 8,700,000 | |||||||||||
Preferred stock redeemed (in shares) | 776,839 | |||||||||||
Redemption price per share | $11.23 | |||||||||||
Aggregated accumulated and unpaid distributions price per share | $1.23 | |||||||||||
Preferred stock outstanding (in shares) | 6,485,561 | |||||||||||
Class A Common Stock | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $0.01 | |||||||||||
Long-Term Incentive Program | Chief Financial Officer | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Period after the effective date for which awards will be issued (within) | 10 days | |||||||||||
Common Stock | Landmark at Andros Isles | Future Net Operating Income | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Value of stock issued upon settlement of contingent consideration | 400,000 | |||||||||||
Common stock price per share | $8.15 | |||||||||||
Mortgage Loans Payable | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of mortgage loan payables refinanced | 5 | |||||||||||
Number of loans refinanced which were scheduled to mature in 2015 | 4 | |||||||||||
Number of loans refinanced which were scheduled to mature in 2052 | 1 | |||||||||||
Mortgage loan payables aggregate balance | 112,400,000 | |||||||||||
Existing lender held escrows applied to mortgage loan payables | $543,000 | |||||||||||
Mortgage Loans Payable | One-Month LIBOR | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Interest rate, basis spread | 1.72% | |||||||||||
Scenario, Forecast | Series D Preferred Stock | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Redemption price per share | $10 | |||||||||||
Scenario, Forecast | Long-Term Incentive Program | Chief Financial Officer | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of LTIP units issued | 100,000 | |||||||||||
Grant date fair valued (in dollars per share) | $8.15 |