Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 05, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Landmark Apartment Trust, Inc. | |
Entity Central Index Key | 1,347,523 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 30,183,363 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate investments: | ||
Operating properties, net | $ 1,562,552 | $ 1,727,505 |
Cash and cash equivalents | 14,276 | 8,999 |
Accounts receivable | 8,269 | 5,390 |
Other receivables due from affiliates | 0 | 1,627 |
Restricted cash | 24,979 | 28,734 |
Goodwill | 2,922 | 4,579 |
Investments in unconsolidated entities | 2,566 | 8,962 |
Identified intangible assets, net | 13,299 | 16,464 |
Other assets, net | 17,687 | 18,089 |
Total assets | 1,646,550 | 1,820,349 |
Liabilities: | ||
Mortgage loan payables, net | 1,118,756 | 1,021,683 |
Secured credit facility | 156,908 | 159,176 |
Line of credit | 9,902 | 3,902 |
Unsecured notes payable to affiliates | 616 | 6,116 |
Accounts payable and accrued liabilities | 51,997 | 55,386 |
Other payables due to affiliates | 140 | 117 |
Acquisition contingent consideration | 0 | 2,900 |
Security deposits, prepaid rent and other liabilities | 6,379 | 7,993 |
Total liabilities | 1,442,037 | 1,531,231 |
Stockholders’ equity: | ||
Common stock, $0.01 par value; 300,000,000 shares authorized; 27,410,432 and 25,628,526 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 273 | 254 |
Additional paid-in capital | 243,665 | 227,205 |
Accumulated other comprehensive loss | (477) | (340) |
Accumulated deficit | (227,654) | (198,384) |
Total stockholders’ equity | 15,807 | 28,735 |
Redeemable non-controlling interests in operating partnership | 162,529 | 233,652 |
Non-controlling interest partners | 26,177 | 26,731 |
Total equity | 204,513 | 289,118 |
Total liabilities and equity | 1,646,550 | 1,820,349 |
Series D Preferred Stock | ||
Liabilities: | ||
Cumulative non-convertible redeemable preferred stock with derivative | 72,425 | 202,380 |
Series E Preferred Stock | ||
Liabilities: | ||
Cumulative non-convertible redeemable preferred stock with derivative | $ 24,914 | $ 71,578 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 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) | 27,410,432 | 25,628,526 |
Common stock, shares outstanding (in shares) | 27,410,432 | 25,628,526 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenues: | |||||
Rental income | $ 53,340 | $ 53,364 | $ 162,054 | $ 157,931 | |
Other property revenues | 8,617 | 8,144 | 25,594 | 23,119 | |
Management fee income | 493 | 917 | 2,043 | 3,194 | |
Reimbursed income | 1,535 | 3,770 | 6,417 | 9,766 | |
Total revenues | 63,985 | 66,195 | 196,108 | 194,010 | |
Expenses: | |||||
Rental expenses | 30,139 | 28,794 | 86,740 | 83,473 | |
Reimbursed expense | 1,535 | 3,770 | 6,417 | 9,766 | |
General, administrative and other expense | 6,463 | 6,445 | 17,948 | 18,214 | |
Change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration | (451) | (4,709) | (1,063) | [1] | (15,886) |
Acquisition-related expenses | (10) | 200 | 88 | 2,211 | |
Depreciation and amortization | 16,356 | 18,671 | 50,820 | 74,282 | |
Write-off of deferred initial public offering costs | 4,844 | 0 | 4,844 | 0 | |
Restructuring and impairment charges | 544 | 0 | 2,168 | 0 | |
Total expenses | 59,420 | 53,171 | 167,962 | 172,060 | |
Other income/(expense): | |||||
Interest expense, net | (15,728) | (15,627) | (46,400) | (47,160) | |
Preferred dividends classified as interest expense | (6,631) | (10,872) | (27,880) | (31,332) | |
(Loss)/gain on sale of operating properties | (1,642) | 487 | 4,221 | 7,485 | |
Income/(loss) and gain on sale from unconsolidated entities | 25 | 38 | 3,078 | (1,131) | |
Loss on debt and preferred stock extinguishment | (15,338) | 0 | (19,973) | 0 | |
Loss before income tax | (34,749) | (12,950) | (58,808) | (50,188) | |
Income tax expense | (99) | (388) | (396) | (165) | |
Net loss | (34,848) | (13,338) | (59,204) | (50,353) | |
Less: Net loss attributable to redeemable non-controlling interest in operating partnership | 21,502 | 8,308 | 36,804 | 30,122 | |
Net (income)/loss attributable to non-controlling interest partners | (342) | (58) | (839) | 1,313 | |
Net loss attributable to common stockholders | (13,688) | (5,088) | (23,239) | (18,918) | |
Other comprehensive loss: | |||||
Change in cash flow hedges | (201) | 240 | (178) | (447) | |
Change in cash flow hedges attributable to redeemable non-controlling interests in operating partnership | 227 | (99) | 218 | 131 | |
Change in cash flow hedges attributable to non-controlling interest partners | (170) | (77) | (177) | 253 | |
Comprehensive loss attributable to common stockholders | $ (13,832) | $ (5,024) | $ (23,376) | $ (18,981) | |
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) | $ (0.53) | $ (0.20) | $ (0.91) | $ (0.75) | |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 25,677,699 | 25,357,926 | 25,578,371 | 25,292,290 | |
Weighted average number of common units held by non-controlling interests — basic and diluted (in shares) | 39,339,011 | 40,542,206 | 40,069,087 | 39,472,774 | |
Distributions declared per share of common stock (in dollars per share) | $ 0.08 | $ 0.08 | $ 0.23 | $ 0.23 | |
[1] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the unaudited condensed consolidated statements of comprehensive operations for the nine months ended September 30, 2015. As of September 7, 2015, the derivative expired. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | 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 |
Balance (in shares) at Dec. 31, 2014 | 25,628,526 | |||||||
Balance at Dec. 31, 2014 | $ 289,118 | $ 254 | $ 227,205 | $ (340) | $ (198,384) | $ 28,735 | $ 233,652 | $ 26,731 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Change in cash flow hedges | (178) | (137) | (137) | (218) | 177 | |||
Issuance of vested and nonvested restricted common stock (in shares) | 1,654,412 | |||||||
Issuance of vested and nonvested restricted common stock | 13,483 | $ 17 | 13,466 | 13,483 | ||||
Offering costs | (4) | (4) | (4) | |||||
Issuance of LTIP units | 1,390 | 1,390 | 1,390 | |||||
Amortization of nonvested restricted common stock and LTIP Units | 570 | 570 | 570 | |||||
Issuance of common stock under the DRIP (in shares) | 127,494 | |||||||
Issuance of common stock under the DRIP | 1,040 | $ 2 | 1,038 | 1,040 | ||||
Distributions | (16,705) | (6,031) | (6,031) | (9,104) | (1,570) | |||
Redemption of OP units | (24,997) | (24,997) | ||||||
Net loss attributable to redeemable non-controlling interests in operating partnership | (36,804) | (36,804) | ||||||
Net income attributable to non-controlling interest partners | 839 | 839 | ||||||
Net loss attributable to common stockholders | (23,239) | (23,239) | (23,239) | |||||
Balance (in shares) at Sep. 30, 2015 | 27,410,432 | |||||||
Balance at Sep. 30, 2015 | $ 204,513 | $ 273 | $ 243,665 | $ (477) | $ (227,654) | $ 15,807 | $ 162,529 | $ 26,177 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (59,204) | $ (50,353) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization (including deferred financing costs and debt discount) | 52,779 | 76,901 | |
Gain on sale of operating properties | (4,221) | (7,485) | |
Loss on debt and preferred stock extinguishment | 19,973 | 0 | |
Write-off of deferred initial public offering costs | 4,844 | 0 | |
Deferred income tax benefit | 0 | (435) | |
Accretion expense related to preferred stock | 5,350 | 4,688 | |
Changes in fair value of preferred stock derivatives/warrants and acquisition contingent consideration | (1,663) | (15,886) | |
Equity based compensation, net of forfeitures | 1,219 | 1,590 | |
Bad debt expense | 1,477 | 1,932 | |
Restructuring and impairment charges | 1,657 | 0 | |
(Income)/loss and gain on sale from unconsolidated entities | (3,078) | 1,131 | |
Changes in operating assets and liabilities: | |||
Increase in operating assets | (5,135) | (10,435) | |
(Decrease)/increase in operating liabilities | (4,549) | 15,074 | |
Net cash provided by operating activities | 9,449 | 16,722 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Acquisition of properties, net | 0 | (131,025) | |
Proceeds from the sale of operating properties, net | 66,264 | 17,478 | |
Capital expenditures | (9,497) | (22,408) | |
Return of investment from unconsolidated entities | 9,411 | 700 | |
Change in deposits on real estate acquisitions | 0 | 2,507 | |
Change in restricted cash — capital replacement reserves | 4,692 | 4,927 | |
Net cash provided by/(used in) investing activities | 70,870 | (127,821) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from the issuance of mortgage loan payables | 602,857 | 41,059 | |
Payments on mortgage loan payables | (435,023) | (8,708) | |
Proceeds on line of credit | 6,000 | 3,902 | |
Net (repayment)/proceeds on secured credit facility | (2,268) | 19,176 | |
Settlement of acquisition contingent consideration | (2,900) | 0 | |
Payments on unsecured notes payable to affiliates | (5,500) | 0 | |
Proceeds from the issuance of redeemable preferred stock | 0 | 74,000 | |
Redemption of preferred stock | (180,569) | 0 | |
Payment of deferred financing costs | (11,363) | (3,247) | |
Payment of prepayment premiums | (18,661) | 0 | |
Payment of offering costs | (4) | (14) | |
Repurchase of OP units | (11,750) | 0 | |
Redemption of OP units in sale of managed third party property | (163) | 0 | |
Distributions paid to common stockholders | (4,748) | (4,157) | |
Distributions paid to holders of LTIP Units | (199) | (173) | |
Distributions to non-controlling interest partners | (1,570) | (1,688) | |
Distributions paid to redeemable non-controlling interests in operating partnership | (9,181) | (8,715) | |
Net cash (used in)/provided by financing activities | (75,042) | 111,435 | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 5,277 | 336 | |
Cash and cash equivalents — Beginning of period | 8,999 | 4,349 | |
Cash and cash equivalents — End of period | 14,276 | 4,685 | |
Cash paid for: | |||
State income taxes | 396 | 585 | |
Investing Activities: | |||
Accrued capital expenditures | 260 | 0 | |
Financing Activities: | |||
Mortgage loan payables assumed with the acquisition of properties, net | 0 | 181,118 | |
Secured credit facility repayment at time of disposition of apartment community | 0 | 4,444 | |
Release of mortgage loan payable on the sale of properties | 65,605 | 16,689 | |
Unsecured notes payable to affiliate | 0 | 166 | |
Issuance of redeemable non-controlling interests in operating partnership for acquisition of properties and the ELRM Transaction including settlement of contingent consideration | 0 | 65,237 | |
Cancellation of redeemable non-controlling interest in operating partnership related to the ELRM transaction | 0 | 481 | |
Issuance of common stock under the DRIP | 1,040 | ||
Change in other comprehensive operations | (178) | (447) | |
Preferred Stock | |||
Cash paid for: | |||
Interest paid | [1] | 35,590 | 20,009 |
Series E Preferred Stock | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on debt and preferred stock extinguishment | 1,300 | ||
Cash paid for: | |||
Interest paid | 18,100 | ||
Distribution Reinvestment Plan | |||
Financing Activities: | |||
Issuance of common stock under the DRIP | 1,000 | ||
Distribution Reinvestment Plan | Common Stock | |||
Financing Activities: | |||
Issuance of common stock under the DRIP | 1,040 | 1,549 | |
Common Stock | |||
Financing Activities: | |||
Issuance of common stock under the DRIP | 2 | ||
Redeemable Non- Controlling Interests in Operating Partnership | |||
Financing Activities: | |||
Issuance of redeemable non-controlling interests in operating partnership due to reinvestment of distribution | 0 | 244 | |
Fair value of non-controlling interest partner's interest in acquired properties | 0 | 26,501 | |
Mortgage Loan Payables and Secured Credit Facility | |||
Cash paid for: | |||
Interest paid | 38,884 | 39,130 | |
Dividend Declared | Common Stock | |||
Financing Activities: | |||
Distributions declared but not paid | 685 | 639 | |
Dividend Declared | Redeemable Non- Controlling Interests in Operating Partnership | |||
Financing Activities: | |||
Distributions declared but not paid | 959 | 1,036 | |
Future Net Operating Income | Andros Property | Common Stock | |||
Financing Activities: | |||
Issuance of common stock in the settlement of acquisition contingent consideration | $ 400 | $ 0 | |
[1] | The nine months ended September 30, 2015 includes $18.1 million of accrued interest paid in connection with the partial redemption of the Series D Preferred Stock and the Series E Preferred Stock during that time period. See Note 8 - Preferred Stock and Warrants to Purchase Common Stock for further detail. |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 primarily 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 September 30, 2015 , we consolidated 72 properties, including six properties held through consolidated joint ventures, with an aggregate of 21,796 apartment units, which had an aggregate gross carrying value of $1.7 billion . We refer to these properties as our consolidated properties. As of September 30, 2015 , we also managed ten properties. Six of these properties, which had an aggregate of 1,991 apartment units at September 30, 2015 , 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 six properties as our managed equity investment properties. The remaining four properties, which we refer to as our managed third party properties, as of September 30, 2015 , had an aggregate of 1,134 apartment units, were owned by one or more third parties, including certain entities affiliated with Elco Landmark Residential Holdings, LLC, or ELRH. Since September 30, 2015, one of these managed third party properties was sold and we no longer managed such property. 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 United States generally accepted accounting principles, or GAAP, 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 Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 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 and nine months ended September 30, 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 addition of property lease expense into general, administrative and other expenses. Goodwill Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquired business, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment on an annual basis or in interim periods if events or circumstances indicate potential impairment. For the three and nine months ended September 30, 2015 , we recorded $496,000 and $1.7 million , respectively, of impairment to goodwill, which was primarily due to the reduction of future economic benefits which is recorded in restructuring and impairment charges in our accompanying unaudited condensed consolidated statements of comprehensive operations. During the nine months ended September 30, 2015 , we sold our equity interest in two of our managed equity investments while two of our managed equity investment properties and one of our managed third party properties were sold by their owners and, since September 30, 2015 , another one of our managed third party properties was sold by its owner and, therefore, we no longer manage such properties. Utilizing the discounted cash flow method of the income approach, we estimated a fair market value to measure the impairment to goodwill, including a weighted probability of the expected loss of certain contracts in the future, which is a Level 3 fair value measurement. The transfer of 11 of our managed third party properties and the related reduction of future economic benefits was included in the annual goodwill impairment test as of December 31, 2014 . No impairment was recorded for the nine months ended September 30, 2014 . As of September 30, 2015 and December 31, 2014 , we had goodwill of $2.9 million and $4.6 million , respectively, included in our accompanying unaudited condensed consolidated balance sheets. 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 our 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 September 30, 2015 and December 31, 2014, the valuation allowance was $2.5 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 of $99,000 and $396,000 was recognized for the three and nine months ended September 30, 2015 , respectively, which consisted entirely of state income tax expense for each respective period. As of September 30, 2015 , total net operating loss carry forward for federal income tax purposes was approximately $67.0 million and $7.0 million for our company and our TRS, respectively. The net operating loss carry forwards will expire beginning in 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).” 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. As originally issued, public entities were required to adopt ASU 2014-09 during annual reporting periods beginning after December 15, 2016 and interim reporting periods during the year of adoption; however, on August 12, 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which delayed the new revenue standard’s effective date by one year. An entity may adopt ASU 2014-09 using either a full retrospective approach for each prior reporting period presented or a modified retrospective approach. Under the latter approach an entity will (i) recognize the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of its retained earnings or accumulated deficit during the annual reporting period that includes the date of initial application of ASU 2014-09 and (ii) provide certain supplemental disclosures during reporting periods that include the date of initial application of ASU 2014-09. Early adoption of ASU 2014-09 was not initially permitted by public entities; however, ASU 2015-14 provides for early adoption by such entities but not before the original effective date of the new revenue standard. Due to the complex analyses required under ASU 2014-09, we have not yet determined the impact thereof on our consolidated financial statements or the method of adoption that the Company will apply. 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 | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments Our investments in our consolidated operating properties, net consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Land $ 267,267 $ 278,885 Land improvements 121,988 137,646 Building and improvements(1) 1,320,150 1,420,815 Furniture, fixtures and equipment 36,730 38,457 1,746,135 1,875,803 Less: accumulated depreciation (183,583 ) (148,298 ) $ 1,562,552 $ 1,727,505 (1) Includes $1.5 million and $2.5 million of direct construction costs in progress as of September 30, 2015 and December 31, 2014 , respectively. Depreciation expense for the three months ended September 30, 2015 and 2014 was $15.6 million and $15.4 million , respectively, and for the nine months ended September 30, 2015 and 2014 was $47.7 million and $44.6 million , respectively. Real Estate Acquisitions We did not complete any acquisitions during the nine months ended September 30, 2015 . |
Real Estate Disposition Activit
Real Estate Disposition Activities | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Real Estate Disposition Activities | Real Estate Disposition Activities During the nine months ended September 30, 2015 , we sold the following five consolidated properties for a combined sales price of $135.3 million : Property Name Sale Date Apartment Units Avondale by the Lakes March 5, 2015 304 Landmark at Savoy Square March 26, 2015 182 Courtyards on the River April 30, 2015 296 Landmark at Magnolia Glen May 28, 2015 1,080 Landmark at Deerfield Glen August 27, 2015 320 Total Units 2,182 As of the date of disposal, the properties had a net carrying value of $126.6 million . Four of the mortgage loans related to these dispositions, in the aggregate amount of $65.6 million , were directly assumed by the buyers. We incurred expenses and adjustments of $2.8 million associated with the dispositions. Our gain on the sale of the properties was $4.2 million , net of $1.7 million in taxes due during the first quarter of 2015 related to a tax protection agreement for a prior year disposition. The net proceeds from these dispositions were used to redeem our 8.75% Series D Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, or our Series D Preferred Stock, and our 9.25% Series E Cumulative Non-Convertible Preferred Stock, par value $0.01 per share, or our Series E Preferred Stock, during the nine months ended September 30, 2015 . Of the $20.0 million of loss on debt and preferred stock extinguishment as of September 30, 2015 , $1.3 million related to our property dispositions including a yield maintenance prepayment penalty for the repayment of the mortgage debt paid directly to lenders and the write-off of the unamortized portions of deferred financing costs and above/below market debt. On June 24, 2015, we sold our 20% equity interest in each of two of our managed equity investment properties, Landmark at Waverly Place and The Fountains, which comprised 750 units for $6.9 million , recognizing a gain on the sale of $3.0 million which is included in income/(loss) and gain on sale from unconsolidated entities in our unaudited condensed consolidated statements of comprehensive operations discussed further below in Note 5 , Investments in Unconsolidated Entities . During the nine months ended September 30, 2014 , the following three properties were sold for a combined sales price of $40.5 million . Our gain on the sale of the apartment communities was $7.5 million . Property Name Sale Date Apartment Units Manchester Park May 28, 2014 126 Bay Breeze Villas June 30, 2014 180 Lofton Meadows August 28, 2014 166 Total Units 472 |
Investments in Unconsolidated E
Investments in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities As of September 30, 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 Acquired Number of Units Total Investment at September 30, Total Investment at December 31, Percentage Ownership at September 30, Landmark at Waverly Place — Melbourne, FL November 18, 2013 208 $ — $ 955 —% The Fountains — Palm Beach Gardens, FL December 6, 2013 542 — 3,460 —% Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units December 20, 2013 N/A 2,566 4,547 9.2% Total investments $ 2,566 $ 8,962 On November 18, 2013, we acquired an equity interest in the Landmark at Waverly Place property from affiliates of ELRH. We owned a 20% non-controlling interest and our joint venture partner owned an 80% controlling interest in Landmark at Waverly Place, LLC, the entity that owns the Landmark at Waverly Place property. We sold our 20% equity interest on June 24, 2015 for $1.5 million . On December 6, 2013, we acquired an equity interest in The Fountains property from affiliates of ELRH. We owned a 20% non-controlling interest and our joint venture partner owned an 80% controlling interest in Landmark at Garden Square, LLC, the entity that owns The Fountains property. We sold our 20% equity interest on June 24, 2015 for $5.4 million . 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 entity affiliated with Mr. Michael Salkind and Mr. Avi Israeli, two members of our board of directors, or our board, for consideration in the amount of $5.0 million consisting of the issuance of 613,497 of shares of our common stock, therefore, becoming a limited partner in Timbercreek Holding. At September 30, 2015 , we indirectly owned approximately 9.2% of the limited partnership interests in the Timbercreek Fund. During the nine months ended September 30, 2015 , two of our managed equity investment properties were sold by the Timbercreek Fund. We received approximately $1.7 million of distributions in connection with the sale of the two properties, which resulted in a reduction to our investment in unconsolidated entities in our unaudited condensed consolidated balance sheet as of September 30, 2015 . 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, In-place leases, net of accumulated amortization of $0 and $788,000 as of September 30, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 0 months and three months as of September 30, 2015 and December 31, 2014, respectively) $ — $ 591 Trade name and trade marks (indefinite lives) 200 200 Property management contracts, net of accumulated amortization of $7.8 million and $5.2 million as of September 30, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 71.4 months and 80.4 months as of September 30, 2015 and December 31, 2014, respectively) 13,099 15,673 $ 13,299 $ 16,464 As of September 30, 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 unaudited 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 September 30, 2015 and 2014 , was $868,000 and $3.3 million , respectively, and for the nine months ended September 30, 2015 and 2014 , was $3.1 million and $29.7 million , respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of our secured and unsecured debt, net of premium at September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Mortgage loan payables — fixed $ 676,058 $ 755,576 Mortgage loan payables — variable 439,680 257,932 Total secured fixed and variable rate debt 1,115,738 1,013,508 Premium, net 3,018 8,175 Total mortgage loan payables, net 1,118,756 1,021,683 Secured credit facility 156,908 159,176 Line of credit 9,902 3,902 Total secured fixed and variable rate debt, net $ 1,285,566 $ 1,184,761 Unsecured notes payable to affiliates $ 616 $ 6,116 Scheduled payments and maturities of secured and unsecured debt at September 30, 2015 were as follows (in thousands): Year Secured notes payments(1) Secured notes maturities Unsecured notes maturities 2015 $ 2,745 $ — $ — 2016 (2) 7,324 297,402 — 2017 10,799 64,483 — 2018 16,896 43,717 616 2019 16,248 61,458 — Thereafter 46,827 714,649 — $ 100,839 $ 1,181,709 $ 616 (1) Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. (2) Includes the maturing debt related to the secured credit facility and the revolving line of credit in January 2016 of $156.2 million and $9.9 million , respectively. Mortgage Loan Payables, Net Mortgage loan payables were $1.119 billion ( $1.116 billion , excluding premium) and $1.02 billion ( $1.01 billion , excluding premium) as of September 30, 2015 and December 31, 2014 , respectively. As of September 30, 2015 , we had 40 fixed rate and 18 variable rate mortgage loans with effective interest rates ranging from 1.80% to 6.58% per annum and a weighted average effective interest rate of 3.78% per annum. As of September 30, 2015 , we had $679.1 million ( $676.1 million , excluding premium) of fixed rate debt, or 60.7% of mortgage loan payables, at a weighted average interest rate of 4.64% per annum and $439.7 million of variable rate debt, or 39.3% of mortgage loan payables, at a weighted average effective interest rate of 2.47% 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, at a weighted average effective interest rate of 2.52% per annum. During the third quarter of 2015, we refinanced 21 separate mortgage loans. The aggregate balance of the new mortgage loan payables was $457.9 million as of September 30, 2015 . The new mortgage loan payables have a 7 -year term maturing August 1, 2022 and accrues interest at either a (i) fixed rate equal to 4.20% or (ii) floating rate equal to one-month LIBOR plus 2.61% . We purchased interest rate caps for each of these floating rate loans, which are not designated as hedges. We used the remaining net proceeds from the refinancings primarily to redeem a portion of our Series D Preferred Stock and our Series E Preferred Stock and to pay a portion of the unsecured notes payable to affiliates, as discussed below. Of the $20.0 million of loss on debt and preferred stock extinguishment, $15.9 million relates to yield maintenance prepayment penalties for the repayment of the mortgage debt paid and the write-off of the unamortized portion of deferred financing costs and above/below market debt for certain of the refinancings. 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 are in compliance and 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 applicable prepayment premiums and the terms of certain tax protection agreements to which we are a party. As of September 30, 2015 , 32 of our mortgage loan payables had monthly interest-only payments, while 26 of our mortgage loan payables 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 September 30, 2015 , we had $156.9 million outstanding under the Secured Credit Facility and 13 of our properties were pledged as collateral. As of September 30, 2015 , $14.1 million is currently available under the Secured Credit Facility, which is 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. On March 24, 2015, the Secured Credit Facility was amended to, among other things: (i) extend the maturity date to January 4, 2016; (ii) amend certain covenants including the consolidated funded indebtedness to total asset value ratio and the consolidated fixed charge coverage ratio; and (iii) waive existing events of default, including the failure to comply with the consolidated funded indebtedness to total asset value ratio for the quarters ended September 30, 2014 and December 31, 2014. As amended, the Secured Credit Facility 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 and (ii) 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 September 30, 2015 , we were in compliance with all such requirements. We expect to remain in compliance with all covenants through the maturity date. 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 September 30, 2015 , our annual interest rate was 3.44% on principal outstanding of $156.9 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 are in compliance and expect to continue to remain in compliance with all covenants through the maturity date. 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 condensed consolidated balance sheet. As of September 30, 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 September 30, 2015 , our annual interest rate was 3.44% . Unsecured Notes Payable to Affiliates 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, of which an aggregate principal amount of $616,000 , remains outstanding as of September 30, 2015 . The unsecured notes payable to affiliates matures 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. Deferred Financing Cost, Net As of September 30, 2015 and December 31, 2014 , we had $13.6 million and $10.7 million , respectively, in deferred financing costs, net of accumulated amortization of $10.4 million for each such period which not only includes amortization but is also net of additions and write-offs. Deferred financing costs, net, are included in other assets, net, on our unaudited condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014 . Amortization expense recorded on the deferred financing costs for the three months ended September 30, 2015 and 2014 was $1.1 million and $1.8 million , respectively, and for the nine months ended September 30, 2015 and 2014 was $4.0 million and $5.2 million , respectively. |
Preferred Stock and Warrants to
Preferred Stock and Warrants to Purchase Common Stock | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 , we had outstanding an aggregate of 7,628,285 shares and 20,976,300 shares, respectively, of our Series D Preferred Stock, to iStar Apartment Holdings LLC, or iStar, and BREDS II Q Landmark LLC, or BREDS, issued at $10.00 per share, for an aggregate amount of $76.3 million and $209.8 million , respectively. During the nine months ended September 30, 2015 , we redeemed 13,348,015 shares of the Series D Preferred Stock and paid all accrued interest related to those shares to iStar and BREDS, using net proceeds from property dispositions and mortgage refinancings. In connection with these partial redemptions, we recorded $1.5 million for the prepayment premiums paid and the write-off of unamortized deferred financing costs which is recorded in loss on debt and preferred stock extinguishment in our unaudited condensed consolidated statements of comprehensive operations. 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 15 th 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 15 th of each month. Series D Preferred Stock dividends are recorded as preferred dividends classified as interest expense in our unaudited condensed consolidated statements of comprehensive operations. For the three months ended September 30, 2015 and 2014 , we incurred $5.0 million and $8.1 million , respectively, and for the nine months ended September 30, 2015 and 2014 , we incurred $20.8 million and $23.7 million , respectively, of preferred dividends classified as interest expense 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 additional one -year extensions upon satisfaction of certain conditions, 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 governing documents. Based on the requirement of redemption for cash, the Series D Preferred Stock is classified as a liability in our unaudited condensed consolidated balance sheets as of September 30, 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 governing documents. 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 connection with a change of control, the holders of the Series D Preferred Stock have the option to require that we redeem all of the shares outstanding. 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, to the extent sufficient proceeds are raised. This redemption feature met 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. The Series D Preferred Stock and the derivative liability are presented together in the unaudited condensed consolidated balance sheets as Series D cumulative non-convertible redeemable preferred stock in the amount of $72.4 million and $202.4 million as of September 30, 2015 and December 31, 2014 , respectively. Interest expense recorded for the accretion of the Series D Preferred Stock discount for the three months ended September 30, 2015 and 2014 was $1.2 million and $1.1 million , respectively, and for the nine months ended September 30, 2015 and 2014 was $3.5 million and $3.1 million , respectively. The derivative was 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 unaudited condensed consolidated statements of comprehensive operations. For the three and nine months ended September 30, 2014 , we recorded a decrease in the fair value of the derivative of $3.4 million and $8.2 million , respectively. As of December 31, 2014 , this derivative had no fair value. As of February 28, 2015, the derivative expired. The Series D Preferred Stock is presented in the unaudited condensed consolidated balance sheets as Series D cumulative non-convertible redeemable preferred stock in the amount of $72.4 million and $202.4 million as of September 30, 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 September 30, 2015 and December 31, 2014 , we had outstanding an aggregate of 2,691,102 shares and 7,400,000 shares, respectively, of our Series E Preferred Stock, to iStar and BREDS, issued at $10.00 per share, for an aggregate amount of $26.9 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. During the nine months ended September 30, 2015 , we redeemed 4,708,898 shares of the Series E Preferred Stock and paid all accrued interest related to those shares to iStar and BREDS, using net proceeds from property dispositions and mortgage refinancings. In connection with these partial redemptions, we recorded $1.3 million for the prepayment premiums paid and the write-off of unamortized deferred financing costs which is recorded in loss on debt and preferred stock extinguishment in our unaudited condensed consolidated statements of comprehensive operations. 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, or the Series E Current Dividend, is payable in cash on the 15 th 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 increased 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 15 th of each month. Series E Preferred Stock dividends are recorded as preferred dividends classified as interest expense in our unaudited condensed consolidated statements of comprehensive operations. For the three months ended September 30, 2015 and 2014 , we incurred $1.6 million and 2.8 million , respectively, and for the nine months ended September 30, 2015 and 2014 , we incurred $7.1 million and $7.6 million , respectively, of preferred dividends classified as interest expense 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 additional one -year extensions upon satisfaction of certain conditions, 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 governing documents. Based on the requirement of redemption for cash, the Series E Preferred Stock is classified as a liability in our unaudited condensed consolidated balance sheets as of September 30, 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 governing documents. 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 connection with a change of control, the holders of the Series E Preferred Stock have the option to require that we redeem all of the shares outstanding. 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, to the extent sufficient proceeds are raised, 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 September 30, 2015 and 2014 was $619,000 and $542,000 , respectively, and for the nine months ended September 30, 2015 and 2014 was $1.8 million and $1.6 million , 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 unaudited condensed consolidated statements of comprehensive operations. As of September 30, 2015 and December 31, 2014 , the fair value of this derivative was $0 and $1.4 million , respectively, and the decrease in fair value for the three months ended September 30, 2015 and 2014 was $40,000 and $1.3 million , respectively. For the nine months ended September 30, 2015 and 2014 , the decrease in the fair value was $1.4 million and $2.7 million , respectively. As of September 7, 2015, the derivative expired. The Series E Preferred Stock, the derivative liability and the fair value of the derivative are presented together in our unaudited condensed consolidated balance sheets as Series E cumulative non-convertible redeemable preferred stock with derivative in the amount of $24.9 million and $71.6 million , respectively, as of September 30, 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, among other things, 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 governing documents 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 net 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 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 prior 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. The warrants issued on August 3, 2012 for $50.0 million worth of common stock expired on August 3, 2015, leaving warrants issued on February 27, 2013 for $10.0 million worth of common stock outstanding. In general, the remaining February 27, 2013 warrants will immediately expire and cease to be exercisable upon the earliest to occur of: (i) the close of business on February 27, 2016; (ii) the close of business on the date that is 60 days after the completion of the underwritten public offering (or the next succeeding business day); (iii) the consummation of a “Qualified Company Acquisition” (as such term is defined in the form of warrant); and (iv) the cancellation of the warrants by our company, at its option or at the option of the warrant holder, in connection with a change of control (other than a Qualified Company Acquisition). We measured the fair value of the warrants as of September 30, 2015 and December 31, 2014 resulting in our recording $0 and $663,000 , respectively, reflected in security deposits, prepaid rent and other liabilities in our unaudited 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 unaudited condensed consolidated statements of comprehensive operations. For the three months ended September 30, 2015 and 2014 , we recorded a decrease in the fair value of the warrants of $71,000 and an increase of $37,000 , respectively, and for the nine months ended September 30, 2015 and 2014 , we recorded a decrease in the fair value of $663,000 and $1.2 million , 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 | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The company and certain of its affiliates were named as defendants in a fifth amended complaint filed on August 6, 2015 in the Superior Court of Orange County, California, styled Paul D. Bernstein et al. v. NNN Realty Investors, LLC et al., alleging that the company, our operating partnership, ROC REIT Advisors, LLC, or our former advisor, Mr. Olander, our CEO, president and interim CAO, and Mr. Remppies, our COO, 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. 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 flows. 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 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 which was consummated 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 limited partnership interests, or 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 was 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 had been satisfied. As of September 30, 2015 and December 31, 2014 , we determined that there was no fair value of the acquisition contingent consideration. There was a decrease in the fair value of the contingent consideration of $0 and $3.8 million for the three and nine months ended September 30, 2014 , which is recorded in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration in our unaudited condensed 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 was based on a calculation of future net operating income (which included 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 . There was no change in fair value for the three and nine months ended September 30, 2014 . As of December 31, 2014 , the estimated fair value of the acquisition contingent consideration was $2.9 million . During the first quarter of 2015, we recorded an increase in the fair value of $100,000 and 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 was paid by issuing shares of our common stock at a per share value of $8.15 . The remaining adjustment in the fair value of the acquisition contingent consideration of $900,000 was recorded in the second quarter of 2015. As of September 30, 2015 , there is no remaining acquisition contingent consideration opportunity related to this acquisition. The change in fair value was recorded to the change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on our unaudited 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. See Note 10 , Related Party Transactions , for further discussion regarding the acquisition contingent consideration. Support Payment Agreement On December 20, 2013, we issued to ELRH II 1,226,994 shares of common stock in connection with (i) our acquisition of the Class A Units in Timbercreek Holding for $5.0 million and (ii) the initial pay down of $5.0 million of the ELRM Note. In order for ELRH II to ensure it would receive equivalent value to the cash it would have received under the ELRM Note and for the acquisition of the Class A Units, the Company entered into a support payment agreement with ELRH II, which agreement contains a price support mechanism. When the shares are no longer restricted, 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. In the event that ELRH II is not successful in selling the shares, ELRH II may give notice whereupon we have the option to either (i) issue additional shares of our common stock with a value that is equal to the difference between $8.15 per share multiplied by the 1,226,994 shares and the actual gross selling price received by ELRH II upon the sale of the shares or (ii) repurchase the shares for $8.15 per share in cash. If ELRH II fails to dispose of the shares as described above, our obligation to make the support payment will terminate. In the event a public offering and a listing of our capital stock, or 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. Based on our expectation to enter into a merger agreement to be acquired and the consequential unlikelihood of an IPO occurring, we determined that the support payment obligation had no value as of September 30, 2015 . The support payment agreement was insignificant as of December 31, 2014 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2014 , we were reimbursed $148,000 and $697,000 , respectively, 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 its investment committee is to make capital decisions regarding the properties and to oversee future dispositions of assets. OP Units Issued As of September 30, 2015 , we had issued 30,968,047 OP units, among other issuances, with an aggregate value of $252.4 million to our related parties. 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. During the third quarter of 2015, 20,029 OP units, valued at $8.15 per OP unit, were forfeited by ELRH II, an entity affiliated with Messrs. Salkind and Israeli, in connection with the sale of one of our managed third party properties and in accordance with the terms of the ELRM Transaction documents. Tax Protection Agreements We have entered into 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. We have 31 tax protection agreements. Subject to the terms thereof, each tax protection agreement provides tax protection for a term of seven years commencing on the date of closing of the contribution of the applicable contributed property. Each year until expiration the Company’s tax protection obligation is reduced on a pro rata basis, or 1/7th annually. Other As of September 30, 2015 and December 31, 2014 , we had $0 and $1.6 million outstanding, respectively, which were recorded in other receivables due from affiliates in our unaudited 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 September 30, 2015 and December 31, 2014 , we had $140,000 and $117,000 , respectively, which were recorded in other payables due to affiliates in our unaudited 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 , we had issued and outstanding (i) 7,628,285 and 20,976,300 shares, respectively, of Series D Preferred Stock and (ii) 2,691,102 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 September 30, 2015 and December 31, 2014 , we had 27,410,432 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 nine months ended September 30, 2015 : • 127,494 shares of common stock were issued pursuant to the DRIP (as defined below). • 49,080 shares of common stock issued to DK Gateway Andros II LLC, in relation to the settlement of the Landmark at Andros Isles contingent consideration. • 1,605,332 shares of common stock issued to certain of our limited partners, in response to a redemption request and pursuant to the terms of our operating partnership's limited partnership agreement, in exchange for an equal number of OP units. Our distributions are subject to approval by our board. Our common stock distributions as of September 30, 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. Unvested shares of our restricted common stock give rise to potentially dilutive shares of our common stock. As of September 30, 2015 and December 31, 2014 , there were 143,587 and 192,316 shares, respectively, of unvested 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 nine months ended September 30, 2015 , $1.0 million in distributions were reinvested and 127,494 shares of our common stock were issued pursuant to the DRIP. Effective July 1, 2015, we suspended the DRIP, as determined by our board. OP Units As of September 30, 2015 and December 31, 2014 , we had outstanding 38,379,646 and 41,446,746 OP units, respectively, issued to our non-controlling interest holders for consideration of $312.8 million and $337.8 million , respectively, 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 Interests , for additional information on our OP units. LTIP Units As of September 30, 2015 and December 31, 2014 , we had issued 1,016,619 and 647,908 LTIP Units, respectively, under the 2012 Award Plan (as defined below), respectively, to certain of our executive officers as incentive compensation. For the three months ended September 30, 2015 and 2014 , we recognized compensation expense of $145,000 and $174,000 , respectively, and for the nine months ended September 30, 2015 and 2014 , we recognized compensation expense of $922,000 and $1.3 million , respectively, related to the LTIP Units issued and outstanding. LTIP Unit compensation expense is included in general, administrative and other expense in our accompanying unaudited condensed consolidated statements of comprehensive operations. As of September 30, 2015 and December 31, 2014 , there was $1.3 million and $0 , respectively, of total unrecognized compensation expense related to the unvested LTIP Units. 2006 Incentive Award Plan We adopted our 2006 Award Plan (as amended and restated from time to time) 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. Any unvested shares will vest immediately upon a change of control (as defined in the 2012 Award Plan). Shares of restricted common stock have full voting rights and rights to dividends. For each of the three months ended September 30, 2015 and 2014 , we recognized compensation expense of $100,000 , and for the nine months ended September 30, 2015 and 2014 , we recognized compensation expense of $297,000 and $268,000 , respectively, related to the restricted common stock grants ultimately expected to vest, which has been reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock compensation expense is included in general, administrative and other expense in our accompanying unaudited condensed consolidated statements of comprehensive operations. As of September 30, 2015 and December 31, 2014 , there was $1.0 million and $1.3 million , respectively, of total unrecognized compensation expense, net of estimated forfeitures, related to the unvested shares of our restricted common stock. As of September 30, 2015 , this expense is expected to be recognized over a remaining weighted average period of 2.58 years. As of September 30, 2015 and December 31, 2014 , the fair value of the unvested shares of our restricted common stock was $1.2 million and $1.6 million , respectively, based upon $8.15 at grant date. A summary of the status of the unvested shares of our restricted common stock as of September 30, 2015 and December 31, 2014 , and the changes for the nine months ended September 30, 2015 , is presented below: Restricted Common Stock Weighted Average Grant Date Fair Value Balance - December 31, 2014 192,316 $ 8.18 Vested (48,729 ) $ 8.15 Balance - September 30, 2015 143,587 $ 8.19 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 September 30, 2015 and 2014 , was $48,000 and $39,000 , respectively, and for the nine months ended September 30, 2015 and 2014 it was $136,000 and $92,000 , 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. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests Redeemable Non-Controlling Interests in Operating Partnership As of both September 30, 2015 and December 31, 2014 , we had issued and outstanding 38,379,646 and 41,446,746 OP units, respectively, for a total consideration of $312.8 million and $337.8 million , respectively, in relation to the acquisition of properties and the ELRM Transaction. The following are the equity transactions for our OP units during the nine months ended September 30, 2015 : • 1,340,966 OP units were redeemed from Legacy from the net proceeds of the sale of Landmark at Magnolia Glen. • 100,773 OP units were redeemed from DK Gateway Andros II LLC in connection with the acquisition of the Landmark at Andros Isles. • 20,029 OP units were forfeited by ELRH II, in connection with the sale of one of our managed third party properties. • 1,605,332 OP units were redeemed for an equal number of common stock by certain of our limited partners in our operating partnership in response to a redemption request and pursuant to the terms of the limited partnership agreement. For the nine months ended September 30, 2015 , there were no distributions reinvested in additional OP units held by non-controlling interest partners. As of September 30, 2015 and December 31, 2014 , we owned approximately 41.0% and 37.8% of the general partnership interest in our operating partnership, respectively, and the limited partners owned approximately 59.0% 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 September 30, 2015 and December 31, 2014 and is presented as part of equity in our unaudited condensed consolidated balance sheets. As of September 30, 2015 and December 31, 2014 , the amount of non-controlling interest of our partners was $26.2 million and $26.7 million , respectively. During the three months ended September 30, 2015 and 2014 , we had net income attributable to non-controlling interest partners of $342,000 and $58,000 , respectively. During the nine months ended September 30, 2015 and 2014 , we had net (income)/loss attributable to non-controlling interest partners of $(839,000) and $1.3 million , respectively. |
Fair Value of Derivatives and F
Fair Value of Derivatives and Financial Instruments | 9 Months Ended |
Sep. 30, 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 variable rate mortgage loans. 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 unaudited 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 unaudited condensed consolidated balance sheets. As of September 30, 2015 , we had entered into 13 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 unaudited condensed consolidated statements of comprehensive operations. For the three months ended September 30, 2015 and 2014 , the change in fair value resulted in an increase to interest expense of $314,000 and $22,000 , respectively, and for the nine months ended September 30, 2015 and 2014 , the change in fair value resulted in an increase to interest expense of $513,000 and $327,000 , respectively. As of September 30, 2015 , we had entered into two 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 one of these as a hedging derivative 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. On July 23, 2015, we closed one of our hedged interest rate swap agreements in relation to the repayment in full of the related mortgage loan payable using the proceeds from refinancing the mortgage. For the one interest rate swap that we have determined qualifies as an effective cash flow hedge, we have recorded the effective portion of cumulative changes in the fair value of the hedging derivative in accumulated other comprehensive operations in the unaudited condensed consolidated statement 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 $(201,000) and $240,000 in other comprehensive (income)/loss for the three months ended September 30, 2015 and 2014 , respectively, and $(178,000) and $(447,000) for the nine months ended September 30, 2015 and 2014 , respectively. 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 unaudited condensed consolidated statements of comprehensive operations. For the three months ended September 30, 2015 and 2014 , the change in fair value was a decrease to interest expense of $138,000 and $504,000 , respectively, and for the nine months ended September 30, 2015 and 2014 , a decrease to interest expense of $312,000 and $134,000 , respectively. The following table summarizes our derivative arrangements and the consolidated hedging derivatives at September 30, 2015 and December 31, 2014 , (in thousands, except interest rates): September 30, 2015 December 31, 2014 Non- Cash Flow Non- designated Hedges Cash Flow Hedges Interest Interest Interest Interest Rate Caps Interest Interest Rate Swaps Notional balance $ 293,329 $ 58,815 $ 26,100 $ 77,585 $ 58,815 $ 32,100 Weighted average interest rate(1) 2.44 % 1.48 % 2.15 % 2.69 % 1.54 % 2.18 % Weighted average capped interest rate 3.82 % N/A N/A 4.13 % N/A N/A Earliest maturity date Jun-18 Sep-16 Jul-20 Jul-17 Sep-16 Jul-20 Latest maturity date May-19 Sep-16 Jul-20 Jul-18 Sep-16 Aug-20 Estimated fair value, asset/(liability) $ 175 $ (800 ) $ (1,352 ) $ 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 September 30, 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Estimate at Carrying Value at Liabilities Mortgage loan payables, net(1) $ — $ 1,134,351 $ — $ 1,134,351 $ 1,118,756 Unsecured notes payable to affiliates(2) — — 616 616 616 Secured Credit Facility(1) — 156,923 — 156,923 156,908 Line of credit(1) — 9,909 — 9,909 9,902 Warrants(3) — — — — — Total liabilities at fair value $ — $ 1,301,183 $ 616 $ 1,301,799 $ 1,286,182 (1) The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. (2) Management estimates the fair value to be equal to the book value. (3) The fair value of the warrants is estimated using the Monte-Carlo Simulation. 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 in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Estimate at December 31, 2014 Carrying Value at December 31, 2014 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-Landmark at 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) Other than the $500,000 unsecured note issued to Legacy Galleria, LLC in connection with an acquisition of a certain property, or the Legacy Unsecured Note, management estimates the fair value to be equal to the book value. 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. The Legacy Unsecured Note was paid in full on May 28, 2015. (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. There is no longer any potential contingent earnout consideration available in connection with the acquisition of this property. (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 Balance at December 31, 2014 $ 2,900 $ 663 $ 1,400 $ 4,963 Additions — — — — Change due to liability realized — — — — Settlement of financial instruments (3,900 ) — — (3,900 ) Changes in fair value(1) 1,000 (663 ) (1,400 ) (1,063 ) Balance at September 30, 2015 $ — $ — $ — $ — (1) Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the unaudited condensed consolidated statements of comprehensive operations for the nine months ended September 30, 2015 . As of September 7, 2015, the derivative expired. There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the nine months ended September 30, 2015 . |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2015 Property Acquisitions We did not complete any acquisitions during the nine months ended September 30, 2015 . 2014 Property Acquisitions For the nine months ended September 30, 2014 , we completed the acquisition of 14 consolidated properties, including six properties held through consolidated joint ventures, adding a total of 5,099 apartment units to our property portfolio. The aggregate purchase price was approximately $406.4 million , plus closing costs and acquisition fees of $2.2 million , which are included in acquisition-related expenses in our accompanying unaudited condensed consolidated statements of comprehensive operations. Results of operations for the property acquisitions are reflected in our accompanying unaudited condensed consolidated statements of comprehensive operations for the three and nine months ended September 30, 2014 for the period subsequent to the acquisition dates. For the period from the acquisition dates through September 30, 2014 , we recognized $31.8 million in revenues and $8.2 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): September 30, 2014 Land $ 65,919 Land improvements 23,095 Building and improvements 299,676 Furniture, fixtures and equipment 7,139 In-place leases 12,459 (Above)/below market leases (1,254 ) Fair market value of assumed debt (181,118 ) Acquisition contingent consideration (2,700 ) Other assets/liabilities, net (873 ) Total 222,343 Equity/limited partnership unit consideration (91,318 ) Net cash consideration $ 131,025 In accordance with ASC Topic 805, we allocated the purchase price of the 14 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 14 consolidated properties that were acquired in the nine months ended September 30, 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 and nine months ended September 30, 2014 (in thousands, except per share data): Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Revenues $ 66,812 $ 199,105 Net loss $ (10,474 ) $ (37,183 ) Net loss attributable to controlling interest $ (4,040 ) $ (14,343 ) Net loss per common share attributable to controlling interest — basic and diluted $ (0.16 ) $ (0.57 ) 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 Ch
Restructuring and Impairment Charges | 9 Months Ended |
Sep. 30, 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 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, 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 nine months ended September 30, 2015 , we sold our equity interest in two of our managed equity properties while two of our managed equity investment properties and one of our managed third party properties were sold by their owners and, since September 30, 2015 , another one of our managed third party properties was sold by its owner and, therefore, we no longer manage all of those properties. Based on the reduction of future economic benefits, we determined that our goodwill should be further impaired. 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 statement 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 and nine months ended September 30, 2015 , we recorded $544,000 and $2.2 million of restructuring and impairment charges, respectively, in which $48,000 and $510,000 , respectively, related to additional accounting and legal fees in conjunction with restructuring and the remainder related to an impairment of goodwill in our accompanying unaudited condensed consolidated statements of comprehensive operations. During the nine months ended September 30, 2015 , we paid $611,000 for legal fees, $1,105,000 for severance and $357,000 of other accruals, leaving a remaining balance of $437,000 in accounts payable and accrued liabilities in our unaudited condensed consolidated balance sheets as of September 30, 2015 , which will be paid in full by February 2016. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Agreement and Plan of Merger On October 22, 2015, we entered into a definitive Agreement and Plan of Merger, or the Merger Agreement, to be acquired by Monument Partners, L.L.C., a Delaware limited liability company, or the Parent, an affiliate of Starwood Capital Group, and Milestone Apartments Real Estate Investment Trust, a Canadian real estate investment trust, for a purchase price of $8.17 in cash per share of our common stock or OP unit, respectively, without interest, or the Merger Consideration. Transaction Structure The Merger Agreement, by and among us, our operating partnership, Parent, Monument REIT Merger Sub, L.P., or REIT Merger Sub, a Delaware limited partnership and wholly-owned subsidiary of Parent, and Monument Partnership Merger Sub, L.P., or Partnership Merger Sub, a Virginia limited partnership and a wholly-owned subsidiary of REIT Merger Sub, provides that: • Partnership Merger Sub will merge with and into our operating partnership, with our operating partnership surviving as an indirect wholly-owned subsidiary of Parent; this transaction is referred to herein as the Partnership Merger; and • following the Partnership Merger, we will merge with and into REIT Merger Sub, with REIT Merger Sub surviving as a direct wholly-owned subsidiary of Parent; this transaction is referred to herein as the REIT Merger and, together with the Partnership Merger, as the Mergers. At the effective time of the Partnership Merger, or the Partnership Merger Effective Time, each OP unit issued and outstanding immediately prior to the Partnership Merger Effective Time (other than those held by us, Parent or an affiliate of Parent) will be converted into the right to receive an amount in cash equal to $8.17 , without interest, referred to herein as the Partnership per Share Merger Consideration. Merger Consideration At the effective time of the REIT Merger, or the REIT Merger Effective Time, each share of our common stock issued and outstanding immediately prior to the REIT Merger Effective Time (other than those held by any wholly-owned subsidiary of us or Parent) will be converted into the right to receive an amount in cash equal to $8.17 , without interest, referred to herein as the REIT Per Share Merger Consideration. Redemption of Preferred Shares At the closing of the Mergers, each share of our Series D Preferred Stock and our Series E Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time will be redeemed by us for a redemption price as determined in accordance with the Articles Supplementary designating the terms of the Preferred Stock. Treatment of Equity Awards Immediately prior to the Partnership Merger Effective Time, all LTIP units of our operating partnership will be fully vested (whether or not then vested or subject to any performance condition or any condition related to the book-up of the capital account associated with the LTIP Units that has not been satisfied), and will be considered to be outstanding OP units and subject to the right to receive the Partnership Per Share Merger Consideration (less applicable withholding taxes) at the Partnership Merger Effective Time. Immediately prior to the REIT Merger Effective Time, each restricted share of our common stock will be fully vested (whether or not then vested or subject to any performance condition that has not been satisfied), and all shares of our common stock represented thereby will be considered outstanding and subject to the right to receive the REIT Per Share Merger Consideration (less applicable withholding taxes) at the REIT Merger Effective Time. Representations, Warranties and Covenants The Merger Agreement contains certain customary representations, warranties and covenants, including, among others, covenants by us to conduct our business in all material respects in the ordinary course of business consistent with past practice, subject to certain exceptions, during the period between signing and closing of the Mergers and covenants prohibiting us and our subsidiaries and representatives, from soliciting, providing information or entering into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions. Closing Conditions The consummation of the Mergers is subject to certain closing conditions, including, among others: • approval of the Partnership Merger and the Merger Agreement by the affirmative vote of the company, in our capacity as the general partner of our operating partnership; • approval of the REIT Merger and the Merger Agreement by the affirmative vote of a majority of our outstanding shares of common stock and preferred stock as of the record date for the special meeting of our stockholders, voting together as a single class; • the absence of a material adverse effect on either us or Parent; and • the receipt by Parent of a tax opinion relating to our REIT status. The obligations of the parties to consummate the Mergers are not subject to any financing condition or the receipt of any financing by Parent, REIT Merger Sub or Partnership Merger Sub. Termination Rights The Merger Agreement contains certain termination rights for both us and Parent. Under specified circumstances, we are entitled to terminate the Merger Agreement to accept a superior business combination proposal. Upon termination of the Merger Agreement to enter into a superior business combination proposal, or under certain other specified circumstances, we will be required to pay Parent a termination fee of $20.0 million . In certain circumstances where the Merger Agreement has been terminated but we are not required to pay a termination fee, we will be required to reimburse Parent for up to $5.0 million of expenses incurred in connection with the transaction (although if the termination fee later becomes payable, amounts reimbursed by us will be credited against the termination fee payable). In connection with the termination of the Merger Agreement by us or Parent under certain specified circumstances, Parent will be required to pay the company a termination fee of $50.0 million . Voting Agreements Concurrently with the execution of the Merger Agreement, certain of the holders of our common stock, and all of our directors and officers who hold our common stock, collectively referred to herein as the Covered Stockholders, in their capacities as stockholders of the company, entered into voting agreements with Parent, or the Voting Agreements. Pursuant to their respective Voting Agreement, each of the Covered Stockholders, who collectively have the power to vote approximately 18.8% of the shares of our common stock outstanding as of October 19, 2015, has agreed to vote all shares of our common stock beneficially owned by it in favor of adoption of the Merger Agreement and against any alternative proposal or any other action that is reasonably likely to adversely affect or interfere with the consummation of the transactions contemplated by the Merger Agreement. In addition, concurrently with the execution of the Merger Agreement, the holders of our preferred stock entered into voting agreements with Parent, or the Preferred Stockholder Voting Agreements. Pursuant to their respective Preferred Stock Voting Agreement, each of the holders of our preferred stock has agreed to vote its shares of preferred stock in favor of adoption of the Merger Agreement in proportion to the number of votes of our common stock voted in favor of adoption of the Merger Agreement and to vote against any alternative proposal or any other action that is reasonably likely to adversely affect or interfere with the consummation of the transactions contemplated by the Merger Agreement in proportion to the number of votes of our common stock voted against such proposals or actions. The holders of the preferred stock have also agreed not to (i) solicit, provide information or enter into discussions concerning proposals relating to alternative business combination transactions, or (ii) solicit proxies, recommend or advise others to vote against the adoption of the Merger Agreement or indicate support or approval for any alternative business combination transaction. Tax Protection Waivers Concurrently with the execution of the Merger Agreement, some of the limited partners of our operating partnership with tax protection agreements executed waivers of their tax protection rights in connection with, and conditioned upon, the consummation of the transactions contemplated by the Merger Agreement. Redemption of OP Units On November 5, 2015, the Company issued a total of 2,772,931 shares of its common stock to certain of our limited partners. The shares of common stock were issued in connection with such limited partners’ redemption of a total of 2,772,931 OP units. Sale of Managed Third Party Property On October 9,2015, one of our managed third party properties was sold by its owner and we no longer manage that property. In connection with the sale, a total of 13,906 restricted OP units previously issued to the ELRM Parties were forfeited and canceled. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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 and nine months ended September 30, 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 addition of property lease expense into general, administrative and other expenses. |
Goodwill | Goodwill resulting from business combinations is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquired business, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill is not amortized, but is tested for impairment on an annual basis or in interim periods if events or circumstances indicate potential impairment. |
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 our 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. |
Recently Issued Accounting Pronouncements | 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).” 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. As originally issued, public entities were required to adopt ASU 2014-09 during annual reporting periods beginning after December 15, 2016 and interim reporting periods during the year of adoption; however, on August 12, 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which delayed the new revenue standard’s effective date by one year. An entity may adopt ASU 2014-09 using either a full retrospective approach for each prior reporting period presented or a modified retrospective approach. Under the latter approach an entity will (i) recognize the cumulative effect of initially applying ASU 2014-09 as an adjustment to the opening balance of its retained earnings or accumulated deficit during the annual reporting period that includes the date of initial application of ASU 2014-09 and (ii) provide certain supplemental disclosures during reporting periods that include the date of initial application of ASU 2014-09. Early adoption of ASU 2014-09 was not initially permitted by public entities; however, ASU 2015-14 provides for early adoption by such entities but not before the original effective date of the new revenue standard. Due to the complex analyses required under ASU 2014-09, we have not yet determined the impact thereof on our consolidated financial statements or the method of adoption that the Company will apply. 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) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of Investments in Consolidated Owned Properties | Our investments in our consolidated operating properties, net consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Land $ 267,267 $ 278,885 Land improvements 121,988 137,646 Building and improvements(1) 1,320,150 1,420,815 Furniture, fixtures and equipment 36,730 38,457 1,746,135 1,875,803 Less: accumulated depreciation (183,583 ) (148,298 ) $ 1,562,552 $ 1,727,505 (1) Includes $1.5 million and $2.5 million of direct construction costs in progress as of September 30, 2015 and December 31, 2014 , respectively. |
Real Estate Disposition Activ25
Real Estate Disposition Activities Real Estate Disposition Activities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Properties Sold | During the nine months ended September 30, 2015 , we sold the following five consolidated properties for a combined sales price of $135.3 million : Property Name Sale Date Apartment Units Avondale by the Lakes March 5, 2015 304 Landmark at Savoy Square March 26, 2015 182 Courtyards on the River April 30, 2015 296 Landmark at Magnolia Glen May 28, 2015 1,080 Landmark at Deerfield Glen August 27, 2015 320 Total Units 2,182 During the nine months ended September 30, 2014 , the following three properties were sold for a combined sales price of $40.5 million . Our gain on the sale of the apartment communities was $7.5 million . Property Name Sale Date Apartment Units Manchester Park May 28, 2014 126 Bay Breeze Villas June 30, 2014 180 Lofton Meadows August 28, 2014 166 Total Units 472 |
Investments in Unconsolidated26
Investments in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Non-Controlling Investments Under Equity Method Investments | As of September 30, 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 Acquired Number of Units Total Investment at September 30, Total Investment at December 31, Percentage Ownership at September 30, Landmark at Waverly Place — Melbourne, FL November 18, 2013 208 $ — $ 955 —% The Fountains — Palm Beach Gardens, FL December 6, 2013 542 — 3,460 —% Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units December 20, 2013 N/A 2,566 4,547 9.2% Total investments $ 2,566 $ 8,962 |
Identified Intangible Assets,27
Identified Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identified Intangible Assets, Net | Identified intangible assets, net consisted of the following as of September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, In-place leases, net of accumulated amortization of $0 and $788,000 as of September 30, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 0 months and three months as of September 30, 2015 and December 31, 2014, respectively) $ — $ 591 Trade name and trade marks (indefinite lives) 200 200 Property management contracts, net of accumulated amortization of $7.8 million and $5.2 million as of September 30, 2015 and December 31, 2014, respectively (with a weighted average remaining life of 71.4 months and 80.4 months as of September 30, 2015 and December 31, 2014, respectively) 13,099 15,673 $ 13,299 $ 16,464 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of our secured and unsecured debt, net of premium at September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, Mortgage loan payables — fixed $ 676,058 $ 755,576 Mortgage loan payables — variable 439,680 257,932 Total secured fixed and variable rate debt 1,115,738 1,013,508 Premium, net 3,018 8,175 Total mortgage loan payables, net 1,118,756 1,021,683 Secured credit facility 156,908 159,176 Line of credit 9,902 3,902 Total secured fixed and variable rate debt, net $ 1,285,566 $ 1,184,761 Unsecured notes payable to affiliates $ 616 $ 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 September 30, 2015 were as follows (in thousands): Year Secured notes payments(1) Secured notes maturities Unsecured notes maturities 2015 $ 2,745 $ — $ — 2016 (2) 7,324 297,402 — 2017 10,799 64,483 — 2018 16,896 43,717 616 2019 16,248 61,458 — Thereafter 46,827 714,649 — $ 100,839 $ 1,181,709 $ 616 (1) Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. (2) Includes the maturing debt related to the secured credit facility and the revolving line of credit in January 2016 of $156.2 million and $9.9 million , respectively. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Status of Nonvested Shares of Restricted Common Stock | A summary of the status of the unvested shares of our restricted common stock as of September 30, 2015 and December 31, 2014 , and the changes for the nine months ended September 30, 2015 , is presented below: Restricted Common Stock Weighted Average Grant Date Fair Value Balance - December 31, 2014 192,316 $ 8.18 Vested (48,729 ) $ 8.15 Balance - September 30, 2015 143,587 $ 8.19 |
Fair Value of Derivatives and30
Fair Value of Derivatives and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 and December 31, 2014 , (in thousands, except interest rates): September 30, 2015 December 31, 2014 Non- Cash Flow Non- designated Hedges Cash Flow Hedges Interest Interest Interest Interest Rate Caps Interest Interest Rate Swaps Notional balance $ 293,329 $ 58,815 $ 26,100 $ 77,585 $ 58,815 $ 32,100 Weighted average interest rate(1) 2.44 % 1.48 % 2.15 % 2.69 % 1.54 % 2.18 % Weighted average capped interest rate 3.82 % N/A N/A 4.13 % N/A N/A Earliest maturity date Jun-18 Sep-16 Jul-20 Jul-17 Sep-16 Jul-20 Latest maturity date May-19 Sep-16 Jul-20 Jul-18 Sep-16 Aug-20 Estimated fair value, asset/(liability) $ 175 $ (800 ) $ (1,352 ) $ 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 September 30, 2015 , aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Estimate at Carrying Value at Liabilities Mortgage loan payables, net(1) $ — $ 1,134,351 $ — $ 1,134,351 $ 1,118,756 Unsecured notes payable to affiliates(2) — — 616 616 616 Secured Credit Facility(1) — 156,923 — 156,923 156,908 Line of credit(1) — 9,909 — 9,909 9,902 Warrants(3) — — — — — Total liabilities at fair value $ — $ 1,301,183 $ 616 $ 1,301,799 $ 1,286,182 (1) The fair value is estimated using borrowing rates available to us for debt instruments with similar terms and maturities. (2) Management estimates the fair value to be equal to the book value. (3) The fair value of the warrants is estimated using the Monte-Carlo Simulation. 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 in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Estimate at December 31, 2014 Carrying Value at December 31, 2014 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-Landmark at 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) Other than the $500,000 unsecured note issued to Legacy Galleria, LLC in connection with an acquisition of a certain property, or the Legacy Unsecured Note, management estimates the fair value to be equal to the book value. 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. The Legacy Unsecured Note was paid in full on May 28, 2015. (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. There is no longer any potential contingent earnout consideration available in connection with the acquisition of this property. (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 Balance at December 31, 2014 $ 2,900 $ 663 $ 1,400 $ 4,963 Additions — — — — Change due to liability realized — — — — Settlement of financial instruments (3,900 ) — — (3,900 ) Changes in fair value(1) 1,000 (663 ) (1,400 ) (1,063 ) Balance at September 30, 2015 $ — $ — $ — $ — (1) Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the unaudited condensed consolidated statements of comprehensive operations for the nine months ended September 30, 2015 . As of September 7, 2015, the derivative expired. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2014 Land $ 65,919 Land improvements 23,095 Building and improvements 299,676 Furniture, fixtures and equipment 7,139 In-place leases 12,459 (Above)/below market leases (1,254 ) Fair market value of assumed debt (181,118 ) Acquisition contingent consideration (2,700 ) Other assets/liabilities, net (873 ) Total 222,343 Equity/limited partnership unit consideration (91,318 ) Net cash consideration $ 131,025 |
Proforma Financial Data (Unaudited) | Assuming the acquisitions of the 14 consolidated properties that were acquired in the nine months ended September 30, 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 and nine months ended September 30, 2014 (in thousands, except per share data): Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 Revenues $ 66,812 $ 199,105 Net loss $ (10,474 ) $ (37,183 ) Net loss attributable to controlling interest $ (4,040 ) $ (14,343 ) Net loss per common share attributable to controlling interest — basic and diluted $ (0.16 ) $ (0.57 ) |
Organization and Description 32
Organization and Description of Business - Additional Information (Detail) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2015USD ($)related_partyproperty | Nov. 06, 2015property | Oct. 09, 2015property | Apr. 01, 2015property | Dec. 31, 2014USD ($)property | |
Organization and Nature of Operations [Line Items] | |||||
Carrying value of properties | $ | $ 1,746,135 | $ 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 | 10 | ||||
Consolidated Owned Properties | Consolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 72 | ||||
Number of apartment units | 21,796 | ||||
Carrying value of properties | $ | $ 1,700,000 | ||||
Managed Equity Investment Properties | Unconsolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of apartment units | 1,991 | ||||
Managed Equity Investment Properties | Unconsolidated Properties | Timbercreek U.S. Multi-Residential Operating L.P. | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 6 | ||||
Managed Third Party Properties | Unconsolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 4 | 16 | |||
Number of apartment units | 1,134 | ||||
Number of related parties (or more) | related_party | 1 | ||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Managed Equity Investment Properties | Consolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 2 | ||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Managed Equity Investment Properties | Unconsolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 2 | ||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Managed Third Party Properties | Unconsolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 1 | ||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Subsequent Event | Managed Third Party Properties | Unconsolidated Properties | |||||
Organization and Nature of Operations [Line Items] | |||||
Number of properties | 1 | 1 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)property | Nov. 06, 2015property | Oct. 09, 2015property | Apr. 01, 2015property | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill impairment | $ | $ 496,000 | $ 1,700,000 | $ 0 | |||||
Goodwill | $ | 2,922,000 | 2,922,000 | $ 4,579,000 | |||||
Valuation allowance | $ | 2,500,000 | 2,500,000 | $ 1,100,000 | |||||
Income tax expense | $ | 99,000 | $ 388,000 | 396,000 | $ 165,000 | ||||
Net operating loss carry forward | $ | 67,000,000 | $ 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 | $ | $ 7,000,000 | $ 7,000,000 | ||||||
Unconsolidated Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 10 | 10 | ||||||
Unconsolidated Properties | Managed Third Party Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 4 | 4 | 16 | |||||
Number of properties transferred | 11 | |||||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Consolidated Properties | Managed Equity Investment Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 2 | 2 | ||||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Unconsolidated Properties | Managed Equity Investment Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 2 | 2 | ||||||
2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Unconsolidated Properties | Managed Third Party Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 1 | 1 | ||||||
Subsequent Event | 2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Unconsolidated Properties | Managed Third Party Properties | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of properties | 1 | 1 |
Real Estate Investments - Sched
Real Estate Investments - Schedule of Investments in Consolidated Owned Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 267,267 | $ 278,885 | |
Land improvements | 121,988 | 137,646 | |
Building and improvements | [1] | 1,320,150 | 1,420,815 |
Furniture, fixtures and equipment | 36,730 | 38,457 | |
Real estate investments, gross | 1,746,135 | 1,875,803 | |
Less: accumulated depreciation | (183,583) | (148,298) | |
Real estate investments, net | 1,562,552 | 1,727,505 | |
Construction Cost | |||
Property, Plant and Equipment [Line Items] | |||
Buildings and improvements | $ 1,500 | $ 2,500 | |
[1] | Includes $1.5 million and $2.5 million of direct construction costs in progress as of September 30, 2015 and December 31, 2014, respectively. |
Real Estate Investments - Addit
Real Estate Investments - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($) | |
Real Estate [Abstract] | ||||
Depreciation expense | $ 15.6 | $ 15.4 | $ 47.7 | $ 44.6 |
2015 Property Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of properties | property | 0 | 0 |
Real Estate Disposition Activ36
Real Estate Disposition Activities - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 24, 2015USD ($)property | Mar. 01, 2015 | Feb. 28, 2015 | Sep. 30, 2015USD ($)property$ / shares | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($)property | Sep. 30, 2015USD ($)apartment_unitpropertymortgage_loan$ / shares | Sep. 30, 2014USD ($)property | Dec. 06, 2013 | Nov. 18, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Mortgage loan assumed by the buyer | $ 65,605 | $ 16,689 | ||||||||
(Loss)/gain on sale of operating properties | $ (1,642) | $ 487 | $ 4,221 | 7,485 | ||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Loss on debt and preferred stock extinguishment | $ 15,338 | $ 0 | $ 19,973 | $ 0 | ||||||
Avondale by the Lakes, Landmark at Savoy Square, Courtyards on the River, Landmark at Magnolia Glen, and Landamark at Deerfield Glen | 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 apartment units | apartment_unit | 2,182 | |||||||||
Avondale by the Lakes | 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 apartment units | apartment_unit | 304 | |||||||||
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 apartment units | apartment_unit | 182 | |||||||||
Courtyards on the River | 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 apartment units | apartment_unit | 296 | |||||||||
Landmark at Magnolia Glenn | 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 apartment units | apartment_unit | 1,080 | |||||||||
Landmark At Deerfield Glen | 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 apartment units | apartment_unit | 320 | |||||||||
Manchester Park, Bay Breeze Villas, and Lofton Meadows | 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 apartment units | apartment_unit | 472 | |||||||||
Manchester Park | 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 apartment units | apartment_unit | 126 | |||||||||
Bay Breeze Villas | 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 apartment units | apartment_unit | 180 | |||||||||
Lofton Meadows | 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 apartment units | apartment_unit | 166 | |||||||||
Loss on Debt and Preferred Stock Extinguishment | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Yield maintenance prepayment penalty and write-offs of deferred financing costs and above/below market debt | $ 15,900 | |||||||||
Consolidated Properties | Avondale by the Lakes, Landmark at Savoy Square, Courtyards on the River, Landmark at Magnolia Glen, and Landamark at Deerfield Glen | 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 | property | 5 | 5 | ||||||||
Combined purchase price | $ 135,300 | $ 135,300 | ||||||||
Net carrying value of property sold | $ 126,600 | $ 126,600 | ||||||||
Number of mortgage loans assumed by buyer | mortgage_loan | 4 | |||||||||
Mortgage loan assumed by the buyer | $ 65,600 | |||||||||
Incurred expenses and adjustments associated with disposals | 2,800 | |||||||||
(Loss)/gain on sale of operating properties | $ 4,200 | |||||||||
Consolidated Properties | Managed Equity Investment Properties | 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 | property | 2 | 2 | ||||||||
Consolidated Properties | Manchester Park, Bay Breeze Villas, and Lofton Meadows | 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 | property | 3 | 3 | ||||||||
Combined purchase price | $ 40,500 | $ 40,500 | ||||||||
(Loss)/gain on sale of operating properties | $ 7,500 | |||||||||
Consolidated Properties | 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 | |||||||||
Consolidated Properties | 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 and write-offs of deferred financing costs and above/below market debt | $ 1,300 | |||||||||
Unconsolidated Properties | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of properties | property | 10 | 10 | ||||||||
Unconsolidated Properties | Managed Equity Investment Properties | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of apartment units | property | 1,991 | 1,991 | ||||||||
Unconsolidated Properties | Managed Equity Investment Properties | 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 | property | 2 | 2 | ||||||||
Landmark At Waverly Place and The Fountains | Unconsolidated Properties | Managed Equity Investment Properties | 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 | property | 2 | |||||||||
Number of apartment units | property | 750 | |||||||||
Sale of equity method investment | $ 6,900 | |||||||||
Landmark At Waverly Place and The Fountains | Unconsolidated Properties | Income (Loss) and Gain on Sale from Unconsolidated Entities | Managed Equity Investment Properties | 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] | ||||||||||
Gain on disposal of equity method investment | $ 3,000 | |||||||||
Landmark at Waverly Place | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Percentage ownership | 20.00% | |||||||||
Landmark at Waverly Place | Unconsolidated Properties | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of apartment units | property | 208 | 208 | ||||||||
Percentage ownership | 0.00% | 0.00% | ||||||||
Landmark at Waverly Place | Unconsolidated Properties | 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] | ||||||||||
Percentage ownership | 20.00% | |||||||||
Gain on disposal of equity method investment | $ 1,500 | |||||||||
Landmark at Waverly Place | Unconsolidated Properties | Managed Equity Investment Properties | 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] | ||||||||||
Percentage ownership | 20.00% | |||||||||
The Fountains | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Percentage ownership | 20.00% | |||||||||
The Fountains | Unconsolidated Properties | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Number of apartment units | property | 542 | 542 | ||||||||
Percentage ownership | 0.00% | 0.00% | ||||||||
The Fountains | Unconsolidated Properties | 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] | ||||||||||
Percentage ownership | 20.00% | |||||||||
Gain on disposal of equity method investment | $ 5,400 | |||||||||
8.75% Series D Preferred Stock | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Percentage of annual distributions on preferred shares | 11.00% | 8.75% | ||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Loss on debt and preferred stock extinguishment | $ 1,500 | |||||||||
9.25% Series E Preferred Stock | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Percentage of annual distributions on preferred shares | 9.25% | |||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Loss on debt and preferred stock extinguishment | $ 1,300 |
Investments in Unconsolidated37
Investments in Unconsolidated Entities - Schedule of Non-Controlling Investments Under Equity Method Investments (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | Dec. 06, 2013 | Nov. 18, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||
Total Investment | $ 2,566 | $ 8,962 | ||
Landmark at Waverly Place — Melbourne, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 20.00% | |||
The Fountains — Palm Beach Gardens, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage Ownership | 20.00% | |||
Unconsolidated Properties | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Total Investment | $ 2,566 | 8,962 | ||
Unconsolidated Properties | Landmark at Waverly Place — Melbourne, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | Nov. 18, 2013 | |||
Number of Units | property | 208 | |||
Total Investment | $ 0 | 955 | ||
Percentage Ownership | 0.00% | |||
Unconsolidated Properties | The Fountains — Palm Beach Gardens, FL | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | Dec. 6, 2013 | |||
Number of Units | property | 542 | |||
Total Investment | $ 0 | 3,460 | ||
Percentage Ownership | 0.00% | |||
Unconsolidated Properties | Timbercreek U.S. Multi-Residential (U.S.) Holding L.P. — 500,000 Class A Units | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Date Acquired | Dec. 20, 2013 | |||
Total Investment | $ 2,566 | $ 4,547 | ||
Percentage Ownership | 9.20% |
Investments in Unconsolidated38
Investments in Unconsolidated Entities - Additional Information (Detail) $ in Millions | Jun. 24, 2015USD ($) | Dec. 20, 2013USD ($)board_membershares | Sep. 30, 2015USD ($)property | Dec. 06, 2013 | Nov. 18, 2013 |
Landmark at Waverly Place | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 20.00% | ||||
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% | ||||
The Fountains | Consolidated Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 80.00% | ||||
Timbercreek U.S. Multi-Residential Operating L.P. | Common Stock | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of stock units purchased | shares | 500,000 | ||||
Timbercreek U.S. Multi-Residential Operating L.P. | Equity Method Investments | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total Investment | $ 5 | ||||
Issuance of common stock | shares | 613,497 | ||||
Director | ELRM | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of board members involved in related party transaction | board_member | 2 | ||||
Unconsolidated Properties | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Number of properties | property | 10 | ||||
Unconsolidated Properties | Landmark at Waverly Place | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 0.00% | ||||
Unconsolidated Properties | The Fountains | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 0.00% | ||||
Unconsolidated Properties | Timbercreek U.S. Multi-Residential Operating L.P. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 9.20% | ||||
Unconsolidated Properties | 2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Landmark at Waverly Place | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 20.00% | ||||
Sale of equity method investment | $ 1.5 | ||||
Unconsolidated Properties | 2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Fountains | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Percentage ownership | 20.00% | ||||
Sale of equity method investment | $ 5.4 | ||||
Unconsolidated Properties | 2015 Dispositions | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Timbercreek U.S. Multi-Residential Operating L.P. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Sale of equity method investment | $ 1.7 | ||||
Number of properties | property | 2 |
Identified Intangible Assets,39
Identified Intangible Assets, Net - Schedule of Identified Intangible Assets, Net (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total Identified intangible assets, net | $ 13,299 | $ 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 | 13,099 | 15,673 |
Accumulated amortization | $ 7,800 | $ 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 | 5 years 11 months 11 days | 80 months 13 days |
Identified Intangible Assets,40
Identified Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 868 | $ 3,300 | $ 3,100 | $ 29,700 | |
Security Deposits, Prepaid Rent and Other Liabilities | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Below market lease intangibles, net | $ 0 | $ 0 | $ 31 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Mortgage loan payables | $ 1,116,000 | $ 1,010,000 |
Total mortgage loan payables, net | 1,118,756 | 1,021,683 |
Secured credit facility | 156,908 | 159,176 |
Line of credit | 9,902 | 3,902 |
Total secured fixed and variable rate debt, net | 1,285,566 | 1,184,761 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 1,115,738 | 1,013,508 |
Premium, net | 3,018 | 8,175 |
Total mortgage loan payables, net | 1,118,756 | 1,021,683 |
Secured Debt | Fixed Rate Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 676,058 | 755,576 |
Secured Debt | Variable Rate Mortgage Debt | ||
Debt Instrument [Line Items] | ||
Mortgage loan payables | 439,680 | 257,932 |
Secured Debt | Line of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit | 9,902 | 3,902 |
Secured Debt | Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Secured credit facility | 156,908 | 159,176 |
Unsecured Debt | Unsecured Notes Payable to Affiliates | ||
Debt Instrument [Line Items] | ||
Unsecured notes payable to affiliates | $ 616 | $ 6,116 |
Debt - Scheduled Payments and M
Debt - Scheduled Payments and Maturities (Details) $ in Thousands | Sep. 30, 2015USD ($) | |
Notes Maturing in Third Quarter 2015 | ||
Debt Instrument [Line Items] | ||
2,015 | $ 156,200 | |
Maturing debt | 156,200 | |
Notes Maturing in Fourth Quarter 2015 | ||
Debt Instrument [Line Items] | ||
2,015 | 9,900 | |
Maturing debt | 9,900 | |
Secured Debt | Secured Notes Payments | ||
Debt Instrument [Line Items] | ||
2,015 | 2,745 | [1] |
2,016 | 7,324 | [1] |
2,017 | 10,799 | [1] |
2,018 | 16,896 | [1] |
2,019 | 16,248 | [1] |
Thereafter | 46,827 | [1] |
Total | 100,839 | [1] |
Maturing debt | 2,745 | [1] |
Secured Debt | Secured Notes Maturities | ||
Debt Instrument [Line Items] | ||
2,015 | 0 | |
2,016 | 297,402 | [2] |
2,017 | 64,483 | |
2,018 | 43,717 | |
2,019 | 61,458 | |
Thereafter | 714,649 | |
Total | 1,181,709 | |
Maturing debt | 0 | |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
2,015 | 0 | |
2,016 | 0 | [2] |
2,017 | 0 | |
2,018 | 616 | |
2,019 | 0 | |
Thereafter | 0 | |
Total | 616 | |
Maturing debt | $ 0 | |
[1] | Secured note payments are comprised of the normal principal payments for mortgage loan payables and the secured credit facility. | |
[2] | Includes the maturing debt related to the secured credit facility and the revolving line of credit in January 2016 of $156.2 million and $9.9 million, respectively. |
Debt - Mortgage Loans Payable,
Debt - Mortgage Loans Payable, Net (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2015mortgage_loan | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)mortgage_loan | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)mortgage_loan | |
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loan payables, net | $ 1,118,756 | $ 1,118,756 | $ 1,021,683 | |||
Mortgage loan payables, gross | 1,116,000 | $ 1,116,000 | $ 1,010,000 | |||
Interest rate, minimum | 1.80% | 1.76% | ||||
Interest rate, maximum | 6.58% | 6.58% | ||||
Weighted average interest rate | 3.78% | 4.53% | ||||
Loss on debt and preferred stock extinguishment | 15,338 | $ 0 | $ 19,973 | $ 0 | ||
Monthly Interest-Only Payment | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Number of mortgage loans | mortgage_loan | 32 | |||||
Monthly Principal and Interest Payments | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Number of mortgage loans | mortgage_loan | 26 | |||||
Fixed Rate Mortgage Debt | Fixed Rate Mortgage Debt | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loan payables, net | 679,100 | $ 679,100 | $ 763,800 | |||
Mortgage loan payables, gross | 676,100 | $ 676,100 | $ 755,600 | |||
Number of mortgage loans | mortgage_loan | 40 | 54 | ||||
Weighted average interest rate | 4.64% | 5.22% | ||||
Percentage of mortgage loans payable | 60.70% | 74.80% | ||||
Variable Rate Mortgage Debt | Variable Rate Debt | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Mortgage loan payables, net | 439,700 | $ 439,700 | ||||
Mortgage loan payables, gross | $ 257,900 | |||||
Number of mortgage loans | mortgage_loan | 18 | 12 | ||||
Weighted average interest rate | 2.47% | 2.52% | ||||
Percentage of mortgage loans payable | 39.30% | 25.20% | ||||
Mortgage Loans Payable | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Number of mortgage loan payables refinanced | mortgage_loan | 21 | |||||
Mortgage loan payables aggregate balance | $ 457,900 | $ 457,900 | ||||
Mortgage loan payables term | 7 years | |||||
Fixed interest rate | 4.20% | |||||
One-Month LIBOR | Mortgage Loans Payable | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Interest rate, basis spread | 2.61% | |||||
Loss on Debt and Preferred Stock Extinguishment | ||||||
Mortgage Loans on Real Estate [Line Items] | ||||||
Yield maintenance prepayment penalty and write-offs of deferred financing costs and above/below market debt | $ 15,900 |
Debt - Secured Credit Facility
Debt - Secured Credit Facility (Details) | 9 Months Ended | |
Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | |
Short-term Debt [Line Items] | ||
Secured credit facility | $ 156,908,000 | $ 159,176,000 |
Secured Debt | Secured Credit Facility | ||
Short-term Debt [Line Items] | ||
Aggregate maximum principal amount | 180,000,000 | |
Secured credit facility | $ 156,908,000 | $ 159,176,000 |
Properties pledged as collateral under credit agreement | property | 13 | |
Line of credit facility, available borrowing capacity | $ 14,100,000 | |
Maximum consolidated funded indebtedness to total assets | 75.00% | |
Consolidated fixed charge coverage ratio (at least) | 1.05 | |
Annual interest rate | 3.44% | |
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) | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Mar. 24, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 22, 2014USD ($) | |
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 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 | 3.44% | |||
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
Debt - Unsecured Notes Payable to Affiliates (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 14, 2013 | |
Debt Instrument [Line Items] | ||||||
Amortization expense of deferred financing costs | $ 1,100,000 | $ 1,800,000 | $ 4,000,000 | $ 5,200,000 | ||
Unsecured Notes Payable to Affiliates | Elrm Transaction Unsecured Note Payable To Affiliate | Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate on unsecured promissory note | 3.00% | |||||
Unsecured Notes Payable to Affiliates | ELRM | Unsecured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Business acquisition, contingent consideration payable | 616,000 | 616,000 | ||||
Other Assets, Net | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs, net of accumulated amortization | 13,600,000 | 13,600,000 | $ 10,700,000 | |||
Accumulated amortization | $ 10,400,000 | $ 10,400,000 | $ 10,400,000 |
Preferred Stock and Warrants 47
Preferred Stock and Warrants to Purchase Common Stock - Series D Preferred Stock (Details) - USD ($) | Jun. 28, 2016 | Mar. 01, 2015 | Feb. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 07, 2014 |
Class of Stock [Line Items] | |||||||||
Loss on preferred stock extinguishment | $ 15,338,000 | $ 0 | $ 19,973,000 | $ 0 | |||||
Accretion expense | $ 5,350,000 | 4,688,000 | |||||||
Series D Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 7,628,285 | 7,628,285 | 20,976,300 | ||||||
Percentage of annual distributions on preferred shares | 11.00% | 8.75% | |||||||
Loss on preferred stock extinguishment | $ 1,500,000 | ||||||||
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% | ||||||||
Day of month dividend is payable in event of default | 15 days | ||||||||
Fair value of derivative liability | $ 13,500,000 | ||||||||
Cumulative non-convertible redeemable preferred stock with derivative | $ 72,425,000 | $ 72,425,000 | $ 202,380,000 | ||||||
Increase (decrease) in fair value | $ (3,400,000) | $ (8,200,000) | |||||||
Fair value, derivative | $ 0 | ||||||||
Liquidation preference of preferred stock | $ 10 | $ 10 | |||||||
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% | ||||||||
Series D Preferred Stock | Interest Expense, net | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock dividends | $ 5,000,000 | 8,100,000 | $ 20,800,000 | 23,700,000 | |||||
Accretion expense | $ 1,200,000 | $ 1,100,000 | $ 3,500,000 | $ 3,100,000 | |||||
iStar and BREDS | Series D Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Share price | $ 10 | $ 10 | $ 10 | ||||||
Preferred stock issued, amount | $ 76,300,000 | $ 76,300,000 | $ 209,800,000 | ||||||
Preferred stock redeemed (in shares) | 13,348,015 | ||||||||
Scenario, Forecast | Series D Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, extension period | 1 year | ||||||||
Redemption price per share | $ 10 | ||||||||
Minimum | Series D Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock redemption percentage (not less than) | 50.00% |
Preferred Stock and Warrants 48
Preferred Stock and Warrants to Purchase Common Stock - Series E Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2016 | Oct. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 07, 2014 | |||
Class of Stock [Line Items] | |||||||||||
Loss on preferred stock extinguishment | $ 15,338 | $ 0 | $ 19,973 | $ 0 | |||||||
Accretion expense | $ 5,350 | 4,688 | |||||||||
Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares outstanding | 2,691,102 | 2,691,102 | 7,400,000 | ||||||||
Percentage of annual distributions on preferred shares | 9.25% | ||||||||||
Loss on preferred stock extinguishment | $ 1,300 | ||||||||||
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 increase after initial period | 11.25% | ||||||||||
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% | ||||||||||
Fair value of derivative liability | $ 0 | $ 0 | $ 1,400 | $ 6,000 | |||||||
Increase (decrease) in fair value | (40) | (1,300) | [1] | (1,400) | [1] | (2,700) | [1] | ||||
Cumulative non-convertible redeemable preferred stock with derivative | $ 24,914 | $ 24,914 | $ 71,578 | ||||||||
Liquidation preference of preferred stock | $ 10 | $ 10 | |||||||||
iStar and BREDS | Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price | $ 10 | $ 10 | $ 10 | ||||||||
Preferred stock issued, amount | $ 26,900 | $ 26,900 | $ 74,000 | ||||||||
Preferred stock redeemed (in shares) | 4,708,898 | ||||||||||
Interest Expense, net | Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock dividends | 1,600 | 2,800 | $ 7,100 | 7,600 | |||||||
Accretion expense | $ 619 | $ 542 | $ 1,800 | $ 1,600 | |||||||
Scenario, Forecast | Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price | $ 10 | ||||||||||
Preferred stock, extension period | 1 year | ||||||||||
Minimum | Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock redemption percentage (not less than) | 50.00% | ||||||||||
[1] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the unaudited condensed consolidated statements of comprehensive operations for the nine months ended September 30, 2015. As of September 7, 2015, the derivative expired. |
Preferred Stock and Warrants 49
Preferred Stock and Warrants to Purchase Common Stock - Warrants to Purchase Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 03, 2015 | Jun. 28, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||||
Issued non-detachable warrants to purchase aggregate shares of common stock | $ 60,000 | ||||||
Exercise price of warrants (greater of) | $ 9 | ||||||
Percentage of public offering price of common stock | 80.00% | ||||||
Warrant exercisable period | 60 days | ||||||
Warrants expired | $ 50,000 | ||||||
Close of business date after the completion of IPO | 60 days | ||||||
Liability related to non-detachable warrants | $ 10,000 | ||||||
Security Deposits, Prepaid Rent and Other Liabilities | |||||||
Class of Stock [Line Items] | |||||||
Liability related to non-detachable warrants | $ 0 | $ 0 | $ 663 | ||||
Other Comprehensive Loss | Warrants | |||||||
Class of Stock [Line Items] | |||||||
Increase (decrease) in fair value | $ (71) | $ 37 | $ (663) | $ (1,200) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | May. 05, 2015USD ($)$ / shares | Jun. 04, 2014USD ($) | Dec. 20, 2013USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)contingent_consideration_event | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2013USD ($) |
Commitments and Contingencies [Line Items] | ||||||||||
Number of contingent consideration events | contingent_consideration_event | 2 | |||||||||
Increase (decrease) in fair value of contingent consideration | $ (2,900,000) | $ 0 | ||||||||
Payments on unsecured note payable | 5,500,000 | 0 | ||||||||
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 fair value of contingent consideration | $ 0 | $ (3,800,000) | ||||||||
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) | $ 0 | 0 | $ 2,900,000 | |||||||
Fair value of acquisition consideration | $ 2,700,000 | |||||||||
Contingent consideration term | 4 years | |||||||||
Cash paid in settlement of contingent consideration | $ 3,500,000 | |||||||||
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 fair value of contingent consideration | $ 100,000 | |||||||||
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 | $ / shares | $ 8.15 | |||||||||
Affiliated Entity | Future Net Operating Income | Andros Property | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Increase (decrease) in fair value of contingent consideration | $ (3,900,000) | (900,000) | ||||||||
ELRH II | Management Support Services Agreement | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Issuance of common stock | shares | 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 | Management Support Services Agreement | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Payments on unsecured note payable | $ 5,000,000 | |||||||||
Share Price Guarantee | ELRH II | Management Support Services Agreement | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Share price | $ / shares | $ 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 | $ / shares | $ 8.15 | |||||||||
Superior Court of Orange County, California, styled Paul D. Bernstein et al. v. NNN Realty Investors, LLC et al | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Loss contingency accrual | $ 0 | $ 0 | ||||||||
Maximum | Future Net Operating Income | Andros Property | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Contingent consideration liability (up to) | $ 4,000,000 | |||||||||
Timbercreek U.S. Multi-Residential Operating L.P. | Equity Method Investments | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Issuance of common stock | shares | 613,497 | |||||||||
Consideration transferred | $ 5,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 20, 2013USD ($)board_membershares | Mar. 14, 2013USD ($)shares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)board_membertax_protection_agreementshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)employee |
Related Party Transaction [Line Items] | |||||||
Other receivables due from affiliates | $ 0 | $ 0 | $ 1,627 | ||||
Other payables due to affiliates | $ 140 | $ 140 | $ 117 | ||||
Operating Units Issued Related to Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Operating partnership units issued | shares | 30,968,047 | 30,968,047 | |||||
Value of operating partnership units issued | $ 252,400 | $ 252,400 | |||||
Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Commitment expiration period | 18 months | ||||||
ELRM | Support Payment Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Number of employees performing services on behalf of related party | employee | 0 | ||||||
Costs reimbursed | $ 148 | $ 697 | |||||
ELRH II | Operating Units Issued Related to Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Operating partnership units redeemed | shares | 20,029 | ||||||
Limited Partners' Capital Account, Price Per Unit Forfeited | $ / shares | $ 8.15 | ||||||
Other Affiliates | Tax Protection Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Number of tax protection agreements | tax_protection_agreement | 31 | ||||||
Tax protection agreement term | 7 years | ||||||
Common Stock | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock issued in connection with acquisition | shares | 613,497 | ||||||
Class A Units | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | shares | 500,000 | ||||||
Amount of consideration paid | $ 5,000 | ||||||
Class A Units | Commitments | Timbercreek U.S. Multi-Residential Operating L.P. | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock purchased | shares | 500,000 | ||||||
Amount of consideration paid | $ 5,000 | ||||||
Director | ELRM | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members involved in related party transaction | board_member | 2 | ||||||
Director | ELRM | Operating Units Issued Related to Acquisitions | |||||||
Related Party Transaction [Line Items] | |||||||
Number of board members involved in related party transaction | board_member | 2 | ||||||
Managed Third Party Properties | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Other receivables due from affiliates | $ 0 | $ 0 | $ 1,600 | ||||
Other payables due to affiliates | $ 140 | $ 140 | $ 117 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | May. 05, 2015 | Aug. 31, 2012 | Jan. 31, 2011 | |
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Common stock, shares authorized (up to) | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock, shares issued | 27,410,432 | 27,410,432 | 25,628,526 | |||||
Common stock, shares outstanding | 27,410,432 | 27,410,432 | 25,628,526 | |||||
Issuance of common stock under the DRIP | $ 1,040 | |||||||
Redeemable Non- Controlling Interests in Operating Partnership | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Operating partnership units issued | 38,379,646 | 38,379,646 | 41,446,746 | |||||
Operating partnership units outstanding | 38,379,646 | 38,379,646 | 41,446,746 | |||||
Operating partnership units, total consideration | $ 312,800 | $ 312,800 | $ 337,800 | |||||
Restricted Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shares excluded from computation of diluted earnings per share | 143,587 | 192,316 | ||||||
Fair value of nonvested shares | 1,200 | $ 1,200 | $ 1,600 | |||||
Grant date fair valued (in dollars per share) | $ 8.15 | $ 8.15 | ||||||
Long-Term Incentive Program | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Unrecognized compensation expense | $ 1,300 | $ 1,300 | $ 0 | |||||
Series D Preferred Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares issued | 7,628,285 | 7,628,285 | 20,976,300 | |||||
Preferred stock, shares outstanding | 7,628,285 | 7,628,285 | 20,976,300 | |||||
Series E Preferred Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||||||
Preferred stock, shares issued | 2,691,102 | 2,691,102 | 7,400,000 | |||||
Preferred stock, shares outstanding | 2,691,102 | 2,691,102 | 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 | 2,000,000 | ||||||
2006 Award Plan and 2012 Award Plan | Restricted Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Unrecognized compensation expense | $ 1,000 | $ 1,000 | $ 1,300 | |||||
Unrecognized compensation expense, recognition period | 2 years 6 months 29 days | |||||||
2012 Award Plan | Long-Term Incentive Program | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Number of LTIP units issued | 1,016,619 | 647,908 | ||||||
Distribution Reinvestment Plan | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock, shares authorized (up to) | 10,000,000 | |||||||
Shares issued under the DRIP | 127,494 | |||||||
Issuance of common stock under the DRIP | $ 1,000 | |||||||
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 | 48 | $ 39 | $ 136 | $ 92 | ||||
Company's matched portion, percentage vested and nonforfeitable | 100.00% | |||||||
Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shares issued under the DRIP | 127,494 | |||||||
Common stock distributions per share (in dollars per share) | $ 0.30 | $ 0.30 | ||||||
Issuance of common stock under the DRIP | $ 2 | |||||||
Common Stock | Distribution Reinvestment Plan | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shares issued under the DRIP | 127,494 | |||||||
Common stock price per share | $ 8.15 | |||||||
Future Net Operating Income | Common Stock | Landmark at Andros Isles | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock price per share | $ 8.15 | |||||||
General, Administrative and Other | Long-Term Incentive Program | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Compensation expense | 145 | 174 | $ 922 | 1,300 | ||||
General, Administrative and Other | 2006 Award Plan and 2012 Award Plan | Restricted Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Compensation expense | $ 100 | $ 100 | $ 297 | $ 268 | ||||
Limited Partner | Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shares issued, redemption request | 1,605,332 | |||||||
DK Gateway Andros II LLC | Common Stock | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Stock issued for settlement of contingent consideration (in shares) | 49,080 |
Equity - Status of Nonvested Sh
Equity - Status of Nonvested Shares of Restricted Common Stock (Details) - Restricted Common Stock | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Restricted Common Stock | |
Beginning balance (in shares) | shares | 192,316 |
Vested (in shares) | shares | (48,729) |
Ending balance (in shares) | shares | 143,587 |
Weighted Average Grant Date Fair Value | |
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 8.18 |
Weighted average grant date fair value, vested (in dollars per share) | 8.15 |
Weighted average grant date fair value, ending balance (in dollars per share) | $ 8.19 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)propertyshares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)propertyshares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)propertyshares | |
Noncontrolling Interest [Line Items] | |||||
Percentage ownership by parent | 41.00% | 41.00% | 37.80% | ||
Percentage ownership by limited partners | 59.00% | 59.00% | 62.20% | ||
Non-controlling interest partners | $ | $ 26,177,000 | $ 26,177,000 | $ 26,731,000 | ||
Net (income)/loss attributable to non-controlling interest partners | $ | $ (342,000) | $ (58,000) | (839,000) | $ 1,313,000 | |
Non - Controlling Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Net (income)/loss attributable to non-controlling interest partners | $ | $ (839,000) | ||||
Redeemable Non- Controlling Interests in Operating Partnership | |||||
Noncontrolling Interest [Line Items] | |||||
Operating partnership units issued | 38,379,646 | 38,379,646 | 41,446,746 | ||
Operating partnership units outstanding | 38,379,646 | 38,379,646 | 41,446,746 | ||
Operating partnership units, total consideration | $ | $ 312,800,000 | $ 312,800,000 | $ 337,800,000 | ||
Consolidated Properties | Consolidated Joint Venture | Non - Controlling Interest | |||||
Noncontrolling Interest [Line Items] | |||||
Number of properties | property | 6 | 6 | 6 | ||
Distribution Reinvestment Plan | |||||
Noncontrolling Interest [Line Items] | |||||
Distributions of operating partnership units reinvested | $ | $ 0 | ||||
Affiliated Entity | Legacy | Redeemable Non- Controlling Interests in Operating Partnership | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption of operating partnership units | 1,340,966 | ||||
Affiliated Entity | DK Gateway Andros II LLC | Redeemable Non- Controlling Interests in Operating Partnership | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption of operating partnership units | 100,773 | ||||
Limited Partner | Redeemable Non- Controlling Interests in Operating Partnership | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption of operating partnership units | 1,605,332 | ||||
Operating Units Issued Related to Acquisitions | |||||
Noncontrolling Interest [Line Items] | |||||
Operating partnership units issued | 30,968,047 | 30,968,047 | |||
Operating Units Issued Related to Acquisitions | ELRH II | |||||
Noncontrolling Interest [Line Items] | |||||
Operating partnership units redeemed | 20,029 |
Fair Value of Derivatives and55
Fair Value of Derivatives and Financial Instruments - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)swap_agreement | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)swap_agreement | Sep. 30, 2014USD ($) | |
Interest Rate Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of interest rate swap agreements | 2 | 2 | ||
Interest Expense, net | Interest Rate Cap Agreement | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Decrease (increase) on interest rate agreement in interest expense | $ | $ (314) | $ (22) | $ (513) | $ (327) |
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 | 13 | 13 | ||
Not Designated as Hedging Instrument | Interest Rate Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of interest rate swap agreements | 1 | 1 | ||
Designated as Hedging Instrument | Interest Rate Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of interest rate swap agreements | 1 | 1 | ||
Effective Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of interest rate swap agreements | 1 | 1 | ||
Decrease (increase) on interest rate agreement in interest expense | $ | $ 138 | 504 | $ 312 | 134 |
Other Comprehensive Loss | Effective Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swaps | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on interest rate agreement in other comprehensive loss | $ | $ (201) | $ 240 | $ (178) | $ (447) |
Fair Value of Derivatives and56
Fair Value of Derivatives and Financial Instruments - Summary of Derivative Arrangements and Consolidated Hedging Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Interest Rate Caps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional balance | $ 293,329 | $ 77,585 | |
Weighted average interest rate | [1] | 2.44% | 2.69% |
Weighted average capped interest rate | 3.82% | 4.13% | |
Estimated fair value, asset/(liability) | $ 175 | $ 94 | |
Not Designated as Hedging Instrument | Interest Rate Swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional balance | $ 58,815 | $ 58,815 | |
Weighted average interest rate | [1] | 1.48% | 1.54% |
Estimated fair value, asset/(liability) | $ (800) | $ (1,112) | |
Cash Flow Hedge | Designated as Hedging Instrument | Interest Rate Swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Notional balance | $ 26,100 | $ 32,100 | |
Weighted average interest rate | [1] | 2.15% | 2.18% |
Estimated fair value, asset/(liability) | $ (1,352) | $ (1,175) | |
[1] | For interest rate caps, this represents the weighted average interest rate on the debt. |
Fair Value of Derivatives and57
Fair Value of Derivatives and Financial Instruments - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2014 | Sep. 30, 2015 | May. 28, 2015 | 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 | [2] | |||
Unsecured notes payable to affiliates | 0 | [3] | 0 | [4] | |||
Secured Credit Facility | 0 | [1] | 0 | [2] | |||
Line of credit | 0 | [1] | 0 | [2] | |||
Warrants | 0 | [5] | 0 | [6] | |||
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 | 1,061,988,000 | [1] | 1,134,351,000 | [2] | |||
Unsecured notes payable to affiliates | 0 | [3] | 0 | [4] | |||
Secured Credit Facility | 159,207,000 | [1] | 156,923,000 | [2] | |||
Line of credit | 3,903,000 | [1] | 9,909,000 | [2] | |||
Warrants | 0 | [5] | 0 | [6] | |||
Liabilities at fair value | 1,225,098,000 | 1,301,183,000 | |||||
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 | [2] | |||
Unsecured notes payable to affiliates | 6,116,000 | [3] | 616,000 | [4] | |||
Secured Credit Facility | 0 | [1] | 0 | [2] | |||
Line of credit | 0 | [1] | 0 | [2] | |||
Warrants | 663,000 | [5] | 0 | [6] | |||
Liabilities at fair value | 11,079,000 | 616,000 | |||||
Series E Preferred Stock | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Preferred stock derivative | $ 1,400,000 | 0 | $ 6,000,000 | ||||
Preferred stock redemption percentage | 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 | [7] | $ 0 | |||||
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 | [7] | 0 | |||||
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 | [7] | 1,400,000 | |||||
Fair Value Estimate | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Mortgage loans payable, net | 1,061,988,000 | [1] | 1,134,351,000 | [2] | |||
Unsecured notes payable to affiliates | 6,116,000 | [3] | 616,000 | [4] | |||
Secured Credit Facility | 159,207,000 | [1] | 156,923,000 | [2] | |||
Line of credit | 3,903,000 | [1] | 9,909,000 | [2] | |||
Warrants | 663,000 | [5] | 0 | [6] | |||
Liabilities at fair value | 1,236,177,000 | 1,301,799,000 | |||||
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 | [7] | 1,400,000 | |||||
Carrying Value | Fair Value, Measurements, Recurring | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Mortgage loans payable, net | 1,021,683,000 | [1] | 1,118,756,000 | [2] | |||
Unsecured notes payable to affiliates | 6,116,000 | [3] | 616,000 | [4] | |||
Secured Credit Facility | 159,176,000 | [1] | 156,908,000 | [2] | |||
Line of credit | 3,902,000 | [1] | 9,902,000 | [2] | |||
Warrants | 663,000 | [5] | 0 | [6] | |||
Liabilities at fair value | 1,195,840,000 | $ 1,286,182,000 | |||||
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 | [7] | $ 1,400,000 | |||||
Andros Property | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Period of fair value assumption | 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 | [8] | $ 0 | |||||
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 | [8] | 0 | |||||
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 | [8] | 2,900,000 | |||||
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 | [8] | 2,900,000 | |||||
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 | [8] | $ 2,900,000 | |||||
Unsecured Notes Payable to Affiliates | Legacy Galleria, LLC | Unsecured Debt [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Notes Payable | $ 500,000 | ||||||
[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 estimated using borrowing rates available to us for debt instruments with similar terms and maturities. | ||||||
[3] | Other than the $500,000 unsecured note issued to Legacy Galleria, LLC in connection with an acquisition of a certain property, or the Legacy Unsecured Note, management estimates the fair value to be equal to the book value. The fair value of the Legacy Unsecured Note is based on a benchmark index from the limited partnership unit distributions dividend rate; therefore, we consider the fair value of the Legacy Unsecured Note to be equal to the carrying value. The Legacy Unsecured Note was paid in full on May 28, 2015. | ||||||
[4] | Management estimates the fair value to be equal to the book value. | ||||||
[5] | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||
[6] | The fair value of the warrants is estimated using the Monte-Carlo Simulation. | ||||||
[7] | The fair value of the Series E Preferred Stock derivative, which relates to the mandatory redemption of 50% of the Series E Preferred Stock outstanding as of the date of a triggering event as described in the Series E Preferred Stock agreements for a premium, is determined using a modeling technique based on significant unobservable inputs calculated using a probability-weighted approach. Significant inputs include the expected timing of a triggering event, the expected timing of additional issuances of Series E Preferred Stock, and the discount rate. | ||||||
[8] | The fair value is based on management’s inputs and assumptions relating primarily to certain net operating income over a four-year period for Landmark at Andros Isles. There is no longer any potential contingent earnout consideration available in connection with the acquisition of this property. |
Fair Value of Derivatives and58
Fair Value of Derivatives and Financial Instruments - Schedule of Fair Value of Level 3 Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | |||||
Settlement of financial instruments | (3,900) | |||||
Changes in fair value | $ (451) | $ (4,709) | (1,063) | [1] | $ (15,886) | |
Ending balance | 0 | 0 | ||||
Acquisition Consideration Contingencies | ||||||
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 | |||||
Settlement of financial instruments | (3,900) | |||||
Changes in fair value | [1] | 1,000 | ||||
Ending balance | 0 | 0 | ||||
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 | |||||
Settlement of financial instruments | 0 | |||||
Changes in fair value | [1] | (663) | ||||
Ending balance | 0 | 0 | ||||
Series E Preferred Stock | 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 | |||||
Settlement of financial instruments | 0 | |||||
Changes in fair value | [1] | (1,400) | ||||
Ending balance | $ 0 | $ 0 | ||||
[1] | Reflected in change in fair value of preferred stock derivatives/warrants and acquisition contingent consideration on the unaudited condensed consolidated statements of comprehensive operations for the nine months ended September 30, 2015. As of September 7, 2015, the derivative expired. |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($)property | Sep. 30, 2015USD ($)property | Sep. 30, 2014USD ($)property | |
Business Acquisition [Line Items] | ||||
Acquisition-related expense | $ (10,000) | $ 200,000 | $ 88,000 | $ 2,211,000 |
Purchase price accounting adjustment | $ 0 | |||
2015 Property Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of properties | property | 0 | 0 | ||
2014 Property Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | 406,400,000 | |||
Acquisition-related expense | 2,200,000 | |||
Revenues | 31,800,000 | |||
Net loss | $ 8,200,000 | |||
Consolidated Properties | 2014 Property Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of properties | property | 14 | 14 | ||
Number of apartment units | property | 5,099 | 5,099 | ||
Consolidated Properties | 2014 Property Acquisitions | Consolidated Joint Venture | ||||
Business Acquisition [Line Items] | ||||
Number of properties | property | 6 | 6 |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (2014 Property Acquisitions) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Net cash consideration | $ 0 | $ 131,025 |
2014 Property Acquisitions | ||
Business Acquisition [Line Items] | ||
Land | 65,919 | |
Land improvements | 23,095 | |
Building and improvements | 299,676 | |
Furniture, fixtures and equipment | 7,139 | |
In-place leases | 12,459 | |
(Above)/below market leases | (1,254) | |
Fair market value of assumed debt | (181,118) | |
Acquisition contingent consideration | (2,700) | |
Other assets/liabilities, net | (873) | |
Total | 222,343 | |
Equity/limited partnership unit consideration | (91,318) | |
Net cash consideration | $ 131,025 |
Business Combinations - Proform
Business Combinations - Proforma Financial Data (Unaudited) (Details) - 2014 Property Acquisitions $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014USD ($)property$ / shares | Sep. 30, 2014USD ($)property$ / shares | |
Business Acquisition [Line Items] | ||
Revenues | $ 66,812 | $ 199,105 |
Net loss | (10,474) | (37,183) |
Net loss attributable to controlling interest | $ (4,040) | $ (14,343) |
Net loss per common share attributable to controlling interest — basic and diluted (in dollars per share) | $ / shares | $ (0.16) | $ (0.57) |
Consolidated Properties | ||
Business Acquisition [Line Items] | ||
Number of properties | property | 14 | 14 |
Restructuring and Impairment 62
Restructuring and Impairment Charges (Details) $ in Thousands | Apr. 01, 2015property | Sep. 30, 2015USD ($)property | Sep. 30, 2015USD ($)property | Dec. 31, 2014USD ($) | Nov. 06, 2015property | Oct. 09, 2015property |
Restructuring and Impairment Charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ | $ 544 | $ 2,200 | $ 8,000 | |||
Accounts Payable and Accrued Liabilities | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Accrual for restructuring | $ | 437 | 437 | $ 2,000 | |||
Accounting and Legal Fees | Restructuring and Impairment Charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $ | $ 48 | 510 | ||||
Legal Fees | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments for restructuring | $ | 611 | |||||
Severance | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments for restructuring | $ | 1,105 | |||||
Other Accruals | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payments for restructuring | $ | $ 357 | |||||
Unconsolidated Properties | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties | 10 | 10 | ||||
Managed Equity Investment Properties | Consolidated Properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties | 2 | 2 | ||||
Managed Equity Investment Properties | Unconsolidated Properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties | 2 | 2 | ||||
Managed Third Party Properties | Unconsolidated Properties | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties transferred | 11 | |||||
Number of properties | 16 | 4 | 4 | |||
Managed Third Party Properties | Unconsolidated Properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties | 1 | 1 | ||||
Managed Third Party Properties | Unconsolidated Properties | Disposal Group, Disposed of by Sale, Not Discontinued Operations | 2015 Dispositions | Subsequent Event | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of properties | 1 | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Nov. 05, 2015shares | Oct. 09, 2015propertyshares | Sep. 30, 2015propertyshares | Nov. 06, 2015property | Oct. 22, 2015USD ($)$ / shares | Apr. 01, 2015property |
Unconsolidated Properties | ||||||
Subsequent Event [Line Items] | ||||||
Number of properties | property | 10 | |||||
Unconsolidated Properties | Managed Third Party Properties | ||||||
Subsequent Event [Line Items] | ||||||
Number of properties | property | 4 | 16 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Unconsolidated Properties | Managed Third Party Properties | 2015 Dispositions | ||||||
Subsequent Event [Line Items] | ||||||
Number of properties | property | 1 | |||||
Common Stock | Limited Partner | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued, redemption request | 1,605,332 | |||||
Redeemable Non- Controlling Interests in Operating Partnership | Limited Partner | ||||||
Subsequent Event [Line Items] | ||||||
Redemption of operating partnership units | 1,605,332 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Expenses to be reimbursed (up to) | $ | $ 5,000,000 | |||||
Subsequent Event | ELRM | ||||||
Subsequent Event [Line Items] | ||||||
Operating partnership units redeemed | 13,906 | |||||
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Unconsolidated Properties | Managed Third Party Properties | 2015 Dispositions | ||||||
Subsequent Event [Line Items] | ||||||
Number of properties | property | 1 | 1 | ||||
Subsequent Event | Common Stock | Limited Partner | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued, redemption request | 2,772,931 | |||||
Subsequent Event | Redeemable Non- Controlling Interests in Operating Partnership | Limited Partner | ||||||
Subsequent Event [Line Items] | ||||||
Redemption of operating partnership units | 2,772,931 | |||||
Subsequent Event | Merger Agreement, Monument Partners, LLC | ||||||
Subsequent Event [Line Items] | ||||||
REIT per share merger consideration (in dollars per share) | $ / shares | $ 8.17 | |||||
Percentage of voting interests in favor of merger | 18.80% | |||||
Subsequent Event | Scenario one | ||||||
Subsequent Event [Line Items] | ||||||
Termination fee | $ | $ 20,000,000 | |||||
Subsequent Event | Scenario two | ||||||
Subsequent Event [Line Items] | ||||||
Termination fee | $ | $ 50,000,000 |