Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Monogram Residential Trust, Inc. | |
Entity Central Index Key | 1,384,710 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 166,607,432 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Real estate | ||
Land ($154,410 and $58,938 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | $ 475,537 | $ 389,885 |
Buildings and improvements ($520,513 and $227,817 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | 2,355,555 | 2,033,819 |
Total real estate, gross | 2,831,092 | 2,423,704 |
Less accumulated depreciation ($16,070 and $4,605 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | (329,310) | (280,400) |
Net operating real estate | 2,501,782 | 2,143,304 |
Construction in progress, including land ($354,084 and $582,299 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | 549,330 | 716,930 |
Total real estate, net | 3,051,112 | 2,860,234 |
Cash and cash equivalents | 78,557 | 116,407 |
Tax like-kind exchange escrow | 46,354 | 0 |
Intangibles, net | 18,344 | 21,485 |
Other assets, net | 107,939 | 110,282 |
Total assets | 3,302,306 | 3,108,408 |
Liabilities | ||
Mortgages and notes payable ($450,933 and $227,310 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | 1,438,563 | 1,186,481 |
Credit facilities payable | 57,000 | 10,000 |
Construction costs payable ($43,518 and $63,393 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | 61,349 | 75,623 |
Accounts payable and other liabilities | 30,917 | 28,053 |
Deferred revenues, primarily lease revenues, net | 17,853 | 18,955 |
Distributions payable | 12,578 | 12,485 |
Tenant security deposits | 5,364 | 4,586 |
Total liabilities | $ 1,623,624 | $ 1,336,183 |
Commitments and contingencies | ||
Redeemable noncontrolling interests ($25,304 and $27,444 related to VIEs as of September 30, 2015 and December 31, 2014, respectively) | $ 29,969 | $ 32,012 |
Equity | ||
Preferred stock, $0.0001 par value per share; 125,000,000 shares authorized as of September 30, 2015 and December 31, 2014, respectively: 7.0% Series A non-participating, voting, cumulative, convertible preferred stock, liquidation preference $10 per share, 10,000 shares issued and outstanding as of September 30, 2015 and December 31, 2014 | 0 | 0 |
Common stock, $0.0001 par value per share; 875,000,000 shares authorized, 166,516,021 and 166,467,726 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 17 | 17 |
Additional paid-in capital | 1,435,107 | 1,492,799 |
Cumulative distributions and net income (loss) | (251,091) | (293,350) |
Total equity attributable to common stockholders | 1,184,033 | 1,199,466 |
Non-redeemable noncontrolling interests | 464,680 | 540,747 |
Total equity | 1,648,713 | 1,740,213 |
Total liabilities and equity | $ 3,302,306 | $ 3,108,408 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Land | $ 475,537 | $ 389,885 |
Buildings and improvements | 2,355,555 | 2,033,819 |
Less accumulated depreciation | (329,310) | (280,400) |
Construction in progress | 549,330 | 716,930 |
Mortgages and notes payable | 1,438,563 | 1,186,481 |
Construction costs payable | 61,349 | 75,623 |
Redeemable noncontrolling interests | $ 29,969 | $ 32,012 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 125,000,000 | 125,000,000 |
Preferred stock, dividend rate, percentage | 7.00% | |
Preferred stock, liquidation preference per share | $ 10 | $ 10 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 875,000,000 | 875,000,000 |
Common stock, shares issued | 166,516,021 | 166,467,726 |
Common stock, shares outstanding | 166,516,021 | 166,467,726 |
VIEs | ||
Land | $ 154,410 | $ 58,938 |
Buildings and improvements | 520,513 | 227,817 |
Less accumulated depreciation | (16,070) | (4,605) |
Construction in progress | 354,084 | 582,299 |
Mortgages and notes payable | 450,933 | 227,310 |
Construction costs payable | 43,518 | 63,393 |
Redeemable noncontrolling interests | $ 25,304 | $ 27,444 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Rental revenues | $ 59,191 | $ 53,091 | $ 174,939 | $ 154,320 |
Expenses | ||||
Property operating expenses | 16,874 | 14,282 | 48,828 | 41,220 |
Real estate taxes | 8,328 | 7,429 | 25,696 | 21,995 |
Asset management fees | 0 | 0 | 0 | 3,843 |
General and administrative expenses | 5,199 | 4,486 | 14,683 | 11,396 |
Acquisition expenses | 485 | 0 | 636 | (17) |
Transition expenses | 0 | 1,016 | 0 | 6,666 |
Investment and other development expenses | 245 | 375 | 3,860 | 840 |
Interest expense | 8,196 | 5,068 | 20,866 | 15,339 |
Depreciation and amortization | 25,991 | 24,278 | 77,451 | 70,580 |
Total expenses | 65,318 | 56,934 | 192,020 | 171,862 |
Interest income | 2,596 | 2,721 | 7,956 | 7,817 |
Loss on early extinguishment of debt | 0 | 0 | 0 | (230) |
Equity in income of investment in unconsolidated real estate joint venture | 0 | 187 | 250 | 581 |
Other income (expense) | 34 | 77 | 72 | (45) |
Loss from continuing operations before gains on sales of real estate | (3,497) | (858) | (8,803) | (9,419) |
Gains on sales of real estate | 34,373 | 0 | 82,975 | 16,167 |
Net income (loss) | 30,876 | (858) | 74,172 | 6,748 |
Net (income) loss attributable to noncontrolling interests: | ||||
Net (income) loss attributable to non-redeemable noncontrolling interests | 488 | 241 | 5,558 | (6,714) |
Net income (loss) available to the Company | 31,364 | (617) | 79,730 | 34 |
Dividends to preferred stockholders | (2) | (2) | (5) | (5) |
Net income (loss) attributable to common stockholders | $ 31,362 | $ (619) | $ 79,725 | $ 29 |
Weighted average number of common shares outstanding - basic | 166,563 | 168,780 | 166,538 | 168,784 |
Weighted average number of common shares outstanding - diluted | 167,260 | 169,028 | 167,191 | 169,015 |
Basic and diluted earnings (loss) per common share (in dollars per share) | $ 0.19 | $ 0 | $ 0.48 | $ 0 |
Distributions declared per common share (in dollars per share) | $ 0.075 | $ 0.088 | $ 0.225 | $ 0.261 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Noncontrolling Interests | Cumulative Distributions and Net Income (Loss) Available to the Company |
Balance at Dec. 31, 2013 | $ 1,734,323 | $ 17 | $ 1,508,655 | $ 456,205 | $ (230,554) | |
Balance (in shares) at Dec. 31, 2013 | 10,000 | 168,320,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 6,748 | 6,714 | 34 | |||
Redemptions of common stock | $ (13,975) | (13,975) | ||||
Redemptions of common stock (in shares) | (1,591,952) | (1,592,000) | ||||
Sale of a noncontrolling interest | $ 14,166 | (842) | 15,008 | |||
Contributions by noncontrolling interests | 92,142 | 92,142 | ||||
Amortization of stock-based compensation | 582 | 582 | ||||
Distributions: | ||||||
Common stock - regular | (44,184) | (44,184) | ||||
Noncontrolling interests | (31,114) | (31,114) | ||||
Preferred stock | (5) | (5) | ||||
Stock issued pursuant to distribution reinvestment plan, net | 20,490 | 20,490 | ||||
Stock issued pursuant to distribution reinvestment plan, net (in shares) | 2,150,000 | |||||
Balance at Sep. 30, 2014 | 1,779,173 | $ 17 | 1,514,910 | 538,955 | (274,709) | |
Balance (in shares) at Sep. 30, 2014 | 10,000 | 168,878,000 | ||||
Balance at Dec. 31, 2014 | 1,740,213 | $ 17 | 1,492,799 | 540,747 | (293,350) | |
Balance (in shares) at Dec. 31, 2014 | 10,000 | 166,468,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 74,172 | (5,558) | 79,730 | |||
Acquisition of noncontrolling interest | (119,928) | (59,287) | (60,641) | |||
Contributions by noncontrolling interests | 32,087 | 32,087 | ||||
Issuance of common and restricted shares, net | (119) | (119) | ||||
Issuance of common and restricted shares, net (in shares) | 48,000 | |||||
Amortization of stock-based compensation | 1,714 | 1,714 | ||||
Distributions: | ||||||
Common stock - regular | (37,466) | (37,466) | ||||
Noncontrolling interests | (41,955) | (41,955) | ||||
Preferred stock | (5) | (5) | ||||
Balance at Sep. 30, 2015 | $ 1,648,713 | $ 17 | $ 1,435,107 | $ 464,680 | $ (251,091) | |
Balance (in shares) at Sep. 30, 2015 | 10,000 | 166,516,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net income (loss) | $ 74,172 | $ 6,748 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gains on sales of real estate | (82,975) | (16,167) |
Loss on early extinguishment of debt | 0 | 230 |
Impairment related to development | 3,128 | 0 |
Equity in income of investments in unconsolidated real estate joint ventures | (250) | (581) |
Distributions received from investment in unconsolidated real estate joint venture | 242 | 80 |
Depreciation | 71,390 | 65,730 |
Amortization of deferred financing costs and debt premium/discount | 1,368 | (158) |
Amortization of intangibles | 3,141 | 3,139 |
Amortization of deferred revenues, primarily lease revenues, net | (1,102) | (1,076) |
Amortization of stock-based compensation | 1,714 | 582 |
Other, net | 803 | 367 |
Changes in operating assets and liabilities: | ||
Accounts payable and other liabilities | 4,793 | (1,838) |
Other assets | (5,010) | (9,313) |
Cash provided by operating activities | 71,414 | 47,743 |
Cash flows from investing activities | ||
Acquisitions of real estate | (165,241) | 0 |
Additions to existing real estate | (6,475) | (4,872) |
Construction in progress, including land | (276,649) | (349,203) |
Proceeds from sale of real estate, net | 250,311 | 33,134 |
Acquisitions of noncontrolling interests | (120,018) | (6,150) |
Advances on notes receivable | (4,328) | (6,012) |
Collection on notes receivable | 14,133 | 0 |
Tax like-kind exchange escrow deposits | (212,106) | 0 |
Tax like-kind exchange escrow disbursements | 165,752 | 0 |
Other escrow deposits | (4,338) | 3,620 |
Other, net | (97) | (26) |
Cash used in investing activities | (359,056) | (329,509) |
Cash flows from financing activities | ||
Mortgage and notes payable proceeds | 334,948 | 111,732 |
Mortgage and notes payable principal payments | (82,350) | (32,194) |
Proceeds from credit facilities | 292,000 | 0 |
Credit facilities payments | (247,438) | 0 |
Contributions from noncontrolling interests | 32,087 | 107,870 |
Distributions paid on common stock - regular | (37,461) | (23,859) |
Distributions paid to noncontrolling interests | (41,872) | (31,035) |
Dividends paid on preferred stock | (3) | (3) |
Redemptions of common stock | 0 | (13,975) |
Other, net | (119) | (1) |
Cash provided by financing activities | 249,792 | 118,535 |
Net change in cash and cash equivalents | (37,850) | (163,231) |
Cash and cash equivalents at beginning of period | 116,407 | 319,368 |
Cash and cash equivalents at end of period | $ 78,557 | $ 156,137 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Organization Monogram Residential Trust, Inc. (which, together with its subsidiaries as the context requires, may be referred to as the “Company,” “we,” “us,” or “our”) was organized in Maryland on August 4, 2006. Effective as of June 30, 2014 , we became a self-managed real estate investment trust (“REIT”). On November 21, 2014, we listed our shares of common stock on the New York Stock Exchange (the “NYSE”) under the ticker symbol “MORE.” We invest in stabilized operating properties and properties in various phases of development, with a focus on communities in select markets across the United States. These include luxury mid-rise, high-rise and garden style multifamily communities. Our targeted communities include existing “core” properties, which we define as properties that are already stabilized and producing rental income, as well as properties in various phases of development, redevelopment, lease up or repositioning with the intent to transition those properties to core properties. Further, we may invest in other real estate-related securities, including mortgage, bridge, mezzanine or other loans, or in entities that make investments similar to the foregoing. We completed our first investment in April 2007. We invest in multifamily communities that may be wholly owned by us or held through joint venture arrangements with third-party institutional or other national or regional real estate developers/owners which we define as “Co-Investment Ventures” or “CO-JVs.” These are currently equity investments but may include debt investments. If a Co-Investment Venture makes an equity or debt investment in a separate entity with additional third parties, we refer to such a separate entity as a “Property Entity” and when applicable may name the multifamily community related to the Property Entity or CO-JV. As of September 30, 2015 , we have equity and debt investments in 56 multifamily communities, of which 38 are stabilized operating multifamily communities and 18 are in various stages of lease up, pre-development or construction. Of the 56 multifamily communities, we wholly own 12 multifamily communities and five debt investments for a total of 17 wholly owned investments and hold the remaining 39 investments through Co-Investment Ventures, all of which are consolidated. As of September 30, 2015 , we are the general partner and/or managing member for each of the separate Co-Investment Ventures. Our two largest Co-Investment Venture partners are Stichting Depositary PGGM Private Real Estate Fund, a Dutch foundation acting in its capacity as depositary of and for the account and risk of PGGM Private Real Estate Fund and its affiliates, a real estate investment vehicle for Dutch pension funds (“PGGM” or the “PGGM Co-Investment Partner”), and Milky Way Partners, L.P. (the “MW Co-Investment Partner”), the primary partner of which is Korea Exchange Bank, as Trustee for and on behalf of National Pension Service (acting for and on behalf of the National Pension Fund of the Republic of Korea Government) (“NPS”). Our other Co-Investment Venture partners include national or regional real estate developers/owners (“Developer Partners”). When applicable, we refer to individual investments by referencing the individual Co-Investment Venture partner or the underlying multifamily community. We refer to our Co-Investment Ventures with the PGGM Co-Investment Partner as “PGGM CO-JVs,” those with the MW Co-Investment Partner as “MW CO-JVs,” and those with Developer Partners as “Developer CO-JVs.” Certain PGGM CO-JVs that also include Developer Partners are referred to as PGGM CO-JVs. We are the 1% general partner of Monogram Residential Master Partnership I LP (the “Master Partnership” or the PGGM Co-Investment Partner) and PGGM is the 99% limited partner. We are generally a 55% owner with control of day-to-day management and operations, and the Master Partnership is generally a 45% owner in the property owning CO-JVs, all of which are consolidated. The table below presents a summary of our Co-Investment Ventures as of both September 30, 2015 and December 31, 2014 . The effective ownership ranges are based on our participation in the distributable operating cash from the multifamily investment as of the dates indicated. This effective ownership is indicative of, but may differ over time from, percentages for distributions, contributions or financing requirements for each respective Co-Investment Venture. Unless otherwise noted, all are reported on the consolidated basis of accounting. September 30, 2015 December 31, 2014 Co-Investment Structure Number of Multifamily Communities Our Effective Number of Multifamily Communities Our Effective Ownership PGGM CO-JVs (a) 23 50% to 70% 30 50% to 70% MW CO-JVs 14 55% 14 55% Developer CO-JVs 2 100% 2 100% Total 39 46 (a) Includes one unconsolidated debt investment as of December 31, 2014 , which was repaid in 2015. Also, as of September 30, 2015 and December 31, 2014 , includes Developer Partners in 18 and 19 multifamily communities, respectively. In May 2015, we acquired PGGM’s interests in seven PGGM CO-JVs. See Note 10, “Noncontrolling Interests” for further information. We have elected to be taxed, and currently qualify, as a REIT for federal income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least 90% of our “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate tax rates. As of September 30, 2015 , we believe we are in compliance with all applicable REIT requirements. |
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 Interim Unaudited Financial Information The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 which was filed with the Securities and Exchange Commission (“SEC”) on March 26, 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted from this report. The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated balance sheet as of September 30, 2015 and condensed consolidated statements of operations, equity and cash flows for the periods ended September 30, 2015 and 2014 have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to present fairly our consolidated financial position as of September 30, 2015 and December 31, 2014 and our consolidated results of operations and cash flows for the periods ended September 30, 2015 and 2014. Such adjustments are of a normal recurring nature. Basis of Presentation The accompanying condensed consolidated financial statements include our consolidated accounts and the accounts of our wholly owned subsidiaries. We also consolidate other entities in which we have a controlling financial interest (referred to as variable interest entities or “VIEs”) where we are determined to be the primary beneficiary. VIEs, as defined by GAAP, are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. The primary beneficiary is required to consolidate a VIE for financial reporting purposes. The determination of the primary beneficiary requires management to make significant estimates and judgments about our rights, obligations, and economic interests in such entities as well as the same of the other owners. See Note 6, “Variable Interest Entities” for further information about our VIEs. Developments We capitalize project costs related to the development and construction of real estate (including interest, real estate taxes, insurance, and other direct costs associated with the development) as a cost of the development. Indirect project costs not clearly related to development and construction are expensed as incurred. Indirect project costs that clearly relate to development and construction are capitalized and allocated to the developments to which they relate. For each development, capitalization begins when we determine that the development is probable and significant development activities are underway. We suspend capitalization at such time as significant development activity ceases, but future development is still probable. We cease capitalization when the developments or other improvements, including any portion, are completed and ready for their intended use, or if the intended use changes such that capitalization is no longer appropriate. Developments or improvements are generally considered ready for intended use when the certificates of occupancy have been issued and the units become ready for occupancy. Impairment of Real Estate Related Assets If events or circumstances indicate that the carrying amount of the property may not be recoverable, we make an assessment of the property’s recoverability by comparing the carrying amount of the asset to our estimate of the undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. In addition, we evaluate indefinite-lived intangible assets for possible impairment at least annually by comparing the fair values with the carrying values. The fair value of intangibles is generally estimated by valuation of similar assets. We recorded an impairment loss for the nine months ended September 30, 2015 related to one of our developments. See Note 5, “Real Estate Investments” for more information. We did not record any impairment losses for the nine months ended September 30, 2014 . Assets Held for Sale and Discontinued Operations Prior to January 1, 2014, when we had no involvement after the sale of a multifamily community, the multifamily community sold was reported as a discontinued operation. Effective as of January 1, 2014, we elected to early adopt the revised guidance regarding discontinued operations. For sales of real estate or assets classified as held for sale after January 1, 2014, we evaluate whether the disposition will have a major effect on our operations and financial results and will therefore qualify as a strategic shift. If the disposition represents a strategic shift, it will be classified as discontinued operations in our consolidated statements of operations for all periods presented. If the disposition does not represent a strategic shift, it will be presented in continuing operations in our consolidated statements of operations. We classify multifamily communities as held for sale when certain criteria are met, in accordance with GAAP. At that time, we present the assets and obligations associated with the real estate held for sale separately in our consolidated balance sheet, and we cease recording depreciation and amortization expense related to that multifamily community. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. Cash and Cash Equivalents We consider investments in bank deposits, money market funds and highly-liquid cash investments with original maturities of three months or less to be cash equivalents. As of September 30, 2015 and December 31, 2014 , cash and cash equivalents include $33.7 million and $42.0 million , respectively, held by the Master Partnership and individual Co-Investment Ventures that are available only for use in the business of the Master Partnership and the other individual Co-Investment Ventures. Cash held by the Master Partnership and individual Co-Investment Ventures is not restricted to specific uses within those entities. However, the terms of the joint venture agreements define the timing and magnitude of the distribution of those funds to us or limit our use of them for our general corporate purposes. Cash held by the Master Partnership and individual Co-Investment Ventures is distributed from time to time to the Company and to the other Co-Investment Venture partners in accordance with the applicable Co-Investment Venture governing agreement, which may not be the same as the stated effective ownership interest. Cash distributions received by the Company from the Master Partnership and individual Co-Investment Ventures are then available for our general corporate purposes. Transition Expenses Transition expenses include expenses directly and specifically related to our transition to self-management, primarily including legal, financial advisors, consultants, costs of the Company’s special committee of the board of directors, comprised of all of the Company’s independent directors (the “Special Committee”), general transition services (primarily related to staffing, name change, notices, transition-related insurance, information technology and facilities), expenses related to our listing on the NYSE and payments to our former external advisor in connection with the transition to self-management discussed further in Note 12, “Transition Expenses.” Earnings per Share Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period excluding any unvested restricted stock awards. Diluted earnings per share is calculated by adjusting basic earnings per share for the dilutive effect of the assumed exercise of securities, including the effect of shares issuable under our preferred stock and our stock-based incentive plans. Our unvested share-based awards are considered participating securities and are reflected in the calculation of diluted earnings per share. During periods of net loss, the assumed exercise of securities is anti-dilutive and is not included in the calculation of earnings per share. During 2015 and 2014, the dilutive impact of all securities and transactions was less than $0.01 . For all periods presented, the preferred stock was excluded from the calculation of earnings per share because the effect would not be dilutive. However, based on changing market conditions, the outstanding preferred stock could be dilutive in future periods. Reportable Segments Our current business primarily consists of investing in and operating multifamily communities. Substantially all of our consolidated net income (loss) is from investments in real estate properties that we wholly own or own through Co-Investment Ventures, the latter of which may be accounted for under the equity method of accounting. Our management evaluates operating performance on an individual investment level. However, as each of our investments has similar economic characteristics in our consolidated financial statements, the Company is managed on an enterprise-wide basis with one reportable segment. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes to consolidated financial statements. These estimates include such items as: the purchase price allocations for real estate and other acquisitions; construction payables; impairment of long-lived assets; fair value evaluations; earning recognition of noncontrolling interests and equity in earnings of investments in unconsolidated real estate joint ventures; depreciation and amortization; share-based compensation measurements; and recognition and timing of transition expenses. Actual results could differ from those estimates. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued updated guidance with respect to revenue recognition. The revised guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The revised guidance will replace most existing revenue and real estate sale recognition guidance in GAAP when it becomes effective. The standard specifically excludes lease contracts, which is our primary recurring revenue source. The revised guidance allows for the use of either the full or modified retrospective transition method. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016. We have not yet selected a transition method and are currently evaluating the effect that the adoption of the revised guidance will have on our consolidated financial statements and related disclosures. In February 2015, the FASB issued updated guidance related to accounting for consolidation of certain limited partnerships. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. We are currently evaluating the impact this guidance will have on our consolidated financial statements when adopted. In April 2015, the FASB issued guidance requiring 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. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The guidance will not have a material impact on our consolidated financial statements when adopted. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations In September 2015 , we acquired Ev, a 208 -unit multifamily community located in San Diego, California, from an unaffiliated seller, for an aggregate gross purchase price of $84.0 million , excluding closing costs. Ev was a recently completed development in lease up at the date of acquisition. In September 2015 , we acquired The Mark, a 208 -unit multifamily community located in Boca Raton, Florida, from an unaffiliated seller, for an aggregate gross purchase price of $81.7 million , excluding closing costs. The Mark was a recently completed development in lease up at the date of acquisition. We had no business combinations during 2014. The following tables present certain additional information regarding our 2015 business combinations. The amounts recognized for major assets acquired and liabilities assumed during the nine months ended September 30, 2015 , including a reconciliation to cash consideration as of the business combination dates, are as follows (in millions): Land $ 23.9 Buildings and improvements 141.7 Accrued liabilities (0.4 ) Cash consideration (a) $ 165.2 (a) Both acquisitions were funded from proceeds from tax like-kind exchange escrow deposits. Certain operating information for the periods from the business combination dates to September 30, 2015 are as follows (in millions): For the Periods to September 30, 2015 Rental revenues $ — Acquisition expenses 0.5 Depreciation and amortization 0.3 Net loss attributable to common stockholders (0.9 ) We are in the process of finalizing our acquisition allocations for our acquisitions, which are subject to change until our information is finalized, no later than twelve months from the acquisition date. We have had no significant valuation changes for acquisitions prior to September 30, 2015 . |
Real Estate Investments
Real Estate Investments | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Investments | Real Estate Investments Real Estate Investments and Intangibles and Related Depreciation and Amortization As of September 30, 2015 and December 31, 2014 , major components of our real estate investments and intangibles and related accumulated depreciation and amortization were as follows (in millions): September 30, 2015 December 31, 2014 Buildings Intangibles Buildings Intangibles and In-Place Other and In-Place Other Improvements Leases Contractual Improvements Leases Contractual Cost $ 2,355.6 $ 37.1 $ 25.6 $ 2,033.8 $ 40.7 $ 25.6 Less: accumulated depreciation and amortization (329.3 ) (34.9 ) (9.5 ) (280.4 ) (38.3 ) (6.5 ) Net $ 2,026.3 $ 2.2 $ 16.1 $ 1,753.4 $ 2.4 $ 19.1 Depreciation expense for the three months ended September 30, 2015 and 2014 was approximately $24.5 million and $22.5 million , respectively. Depreciation expense for the nine months ended September 30, 2015 and 2014 was approximately $71.1 million and $65.5 million , respectively. Cost of intangibles relates to the value of in-place leases and other contractual intangibles. Other contractual intangibles as of both September 30, 2015 and December 31, 2014 include $9.2 million of intangibles, primarily asset management and related fee revenue services and contracts related to our acquisition of a 1% general partner interest in 2013, $6.8 million related to the use rights of a parking garage and site improvements and $9.5 million of indefinite-lived contractual rights related to land air rights. Amortization expense associated with our lease and other contractual intangibles for the three months ended September 30, 2015 and 2014 was approximately $0.2 million and $1.0 million , respectively. Amortization expense associated with our lease and other contractual intangibles for the nine months ended September 30, 2015 and 2014 was approximately $3.1 million for both periods. Anticipated amortization associated with lease and other contractual intangibles for each of the following five years is as follows (in millions): Anticipated Amortization Year of Intangibles October through December 2015 $ 0.3 2016 1.1 2017 1.1 2018 0.5 2019 0.5 Developments For the three and nine months ended September 30, 2015 and 2014 , we capitalized the following amounts of interest, real estate taxes and overhead related to our developments (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Interest $ 4.1 $ 4.8 $ 13.5 $ 13.5 Real estate taxes 0.7 0.8 3.4 3.6 Overhead 0.1 0.3 0.5 0.6 Sales of Real Estate Reported in Continuing Operations The following table presents our sale of real estate for the nine months ended September 30, 2015 and September 30, 2014 (in millions): Date of Sale Multifamily Community Sales Contract Price Gains on Sales of Real Estate For the Nine Months Ended September 30, 2015 July 2015 Uptown Post Oak (a) $ 90.1 $ 34.4 June 2015 Burnham Pointe (a) 126.0 48.6 June 2015 Shady Grove (b) 38.5 — Total $ 254.6 $ 83.0 For the Nine Months Ended September 30, 2014 February 2014 Tupelo Alley $ 52.9 $ 16.2 (a) At the time of sale, the cash proceeds were deposited in escrow in connection with an exchange for replacement properties pursuant to section 1031 of the Code and recorded in “Tax like-kind exchange escrow” on the condensed consolidated balance sheet. As discussed in Note 4, “Business Combinations”, we closed on two of the replacement properties in September 2015. The tax like-kind exchange escrow balance as of September 30, 2015 is held for future replacement properties. (b) In May 2015, we recorded an impairment of $3.1 million based on the Company’s decision to sell the development at an amount below the carrying value. The impairment, which was primarily due to certain costs capitalized for GAAP not expected to be recovered in a sale, is included in “Investment and other development expenses” on the condensed consolidated statement of operations. In June 2015, we closed on the sale of the development to a group led by the Developer Partner for net proceeds of $38.4 million , the development’s net carrying value at the date of sale. The following table presents net income related to the multifamily communities sold in 2015 and 2014 for the three and nine months ended September 30, 2015 and 2014, respectively, and includes the gains on sales of real estate (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Net income from multifamily communities sold $ 34.4 $ 1.7 $ 83.5 $ 20.9 Less: net income attributable to noncontrolling interest — — — (7.2 ) Net income attributable to common stockholders $ 34.4 $ 1.7 $ 83.5 $ 13.7 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2015 | |
Variable Interest Entities | |
Variable Interest Entities | Variable Interest Entities As of September 30, 2015 and December 31, 2014 , we have concluded that we are the primary beneficiary of 14 and 15 VIEs, respectively. All of these VIEs are the Property Entities of PGGM CO-JVs or Developer CO-JVs created for the purpose of developing and operating multifamily communities. At the inception of each Property Entity, we had determined that none of the Co-Investment Ventures were VIEs and because we were the general partner and/or managing member (directly or indirectly) of each Co-Investment Venture and had control of their operations and business affairs, we consolidated each Co-Investment Venture. After separate reconsideration events from 2012 through the present, all of which were related to predetermined activities, we have concluded that all of these Co-Investment Ventures are now VIEs. Because these Co-Investment Ventures were previously consolidated, the VIE determination did not affect our financial position, financial operations or cash flows. Our ownership interest in each of the Co-Investment Ventures based upon contributed capital ranges from 55% to 100% . The significant amounts of assets and liabilities related to our consolidated VIEs are identified parenthetically on our accompanying condensed consolidated balance sheets. Twelve VIEs, all of which are actively developing or operating multifamily communities, have closed aggregate construction financing commitments of $587.9 million as of September 30, 2015 , which we expect to be substantially drawn on during the construction of the developments. As of September 30, 2015 , $450.9 million has been drawn under these construction loans. For ten of these construction loans, we have provided partial payment guarantees ranging from 10% to 25% of the total construction loan. The total commitment of these ten construction loans is $534.7 million , of which $401.1 million is outstanding as of September 30, 2015 . Each guarantee may terminate or be reduced upon completion of the development or if the development achieves certain operating results. On the other two construction loans, the lenders have no recourse to us other than a guaranty provided by the Company with respect to the construction of the project (a completion guaranty). The construction loans are secured by a first mortgage in each multifamily community. See Note 8, “Mortgages and Notes Payable” for further information on our construction loans. The total assets of the VIEs are $1,032.4 million and $906.9 million as of September 30, 2015 and December 31, 2014 , respectively, $354.1 million and $582.3 million of which is reflected in construction in progress, respectively. The total net operating real estate of the VIEs is $658.9 million and $282.1 million as of September 30, 2015 and December 31, 2014 , respectively. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets [Abstract] | |
Other Assets | Other Assets The components of other assets as of September 30, 2015 and December 31, 2014 are as follows (in millions): September 30, 2015 December 31, 2014 Notes receivable, net (a) $ 53.6 $ 59.8 Escrows and restricted cash 7.6 8.0 Deferred financing costs, net 16.0 17.4 Resident, tenant and other receivables 18.4 14.0 Prepaid assets, deposits and other assets 12.3 6.1 Investment in unconsolidated real estate joint venture — 5.0 Total other assets $ 107.9 $ 110.3 (a) Notes receivable include mezzanine loans, primarily related to multifamily development projects. As of September 30, 2015 , the weighted average interest rate is 14.8% and the remaining years to scheduled maturity is 0.6 years. The borrowers generally have options to prepay prior to maturity or to extend the maturity for one to two years. |
Mortgages and Notes Payable
Mortgages and Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgages and Notes Payable | Mortgages and Notes Payable The following table summarizes the carrying amounts of the mortgages and notes payable classified by whether the obligation is ours or that of the applicable consolidated Co-Investment Venture as of September 30, 2015 and December 31, 2014 (dollar amounts in millions and monthly LIBOR at September 30, 2015 is 0.19% ): As of September 30, 2015 September 30, December 31, Wtd. Average 2015 2014 Interest Rates Maturity Dates Company level (a) Fixed rate mortgages payable $ 298.4 $ 87.2 3.88% 2018 to 2020 Variable rate construction loans payable (b)(f): In construction 59.6 20.6 Monthly LIBOR + 2.13% 2017 to 2018 Operating 16.3 12.4 Monthly LIBOR + 2.08% 2017 to 2018 Total Company level 374.3 120.2 Co-Investment Venture level - consolidated (c) Fixed rate mortgages payable 632.8 827.7 3.49% 2016 to 2020 Variable rate mortgage payable 11.7 12.0 Monthly LIBOR + 2.35% 2017 Fixed rate construction loans payable (d)(f): In construction 41.8 28.0 4.00% 2018 Operating 29.2 29.0 4.31% 2016 Variable rate construction loans payable (e)(f): In construction 240.5 90.4 Monthly LIBOR + 2.10% 2017 to 2018 Operating 105.4 74.9 Monthly LIBOR + 2.08% 2016 to 2018 1,061.4 1,062.0 Plus: unamortized adjustments from business combinations 2.9 4.3 Total Co-Investment Venture level - consolidated 1,064.3 1,066.3 Total consolidated mortgages and notes payable $ 1,438.6 $ 1,186.5 (a) Company level debt is defined as debt that is a direct or indirect obligation of the Company or its wholly owned subsidiaries. Company level debt includes the applicable portion of Co-Investment debt where the Company has provided full or partial guarantees for the repayment of the debt. (b) Includes the amount of the Co-Investment Venture level construction loans payable that is guaranteed by the Company. As of September 30, 2015 , the Company has partially guaranteed ten loans with total commitments of $534.7 million . These loans include one to two year extension options. Our percentage guarantee on each of these loans ranges from 10% to 25% and the amount of our current guarantee and the maximum guarantee based on the commitment as of September 30, 2015 is $75.9 million and $103.9 million , respectively. The non-recourse portion of the loans outstanding as of September 30, 2015 is reported in the Co-Investment Venture level construction loans payable. (c) Co-Investment Venture level debt is defined as debt that is an obligation of the Co-Investment Venture and not an obligation or contingency for us. (d) Includes two loans with total commitments of $84.8 million . One of the construction loans has an option to convert into a permanent loan with a maturity of 2023. (e) Includes eleven loans with total commitments of $556.6 million . These loans include one to two year extension options. The amount guaranteed by the Company is reported as Company level debt as discussed in footnote (b) above. (f) As of September 30, 2015 , we have total commitments of $641.4 million . Of the total commitments, $492.8 million is outstanding and $148.6 million is remaining to draw as of September 30, 2015 . We may elect not to fully draw down any unfunded commitment. As of September 30, 2015 , $2.5 billion of the net consolidated carrying value of real estate collateralized the mortgages and notes payable. We believe we are in compliance with all financial covenants as of September 30, 2015 . As of September 30, 2015 , contractual principal payments for our mortgages and notes payable (excluding any extension options) for the five subsequent years and thereafter are as follows (in millions): Co-Investment Total Year Company Level Venture Level Consolidated October through December 2015 $ 1.1 $ 1.1 $ 2.2 2016 4.7 181.4 186.1 2017 21.6 278.0 299.6 2018 213.5 288.4 501.9 2019 79.5 141.0 220.5 Thereafter 53.9 171.5 225.4 Total $ 374.3 $ 1,061.4 1,435.7 Add: unamortized adjustments from business combinations 2.9 Total mortgages and notes payable $ 1,438.6 |
Credit Facilities Payable
Credit Facilities Payable | 9 Months Ended |
Sep. 30, 2015 | |
Line of Credit Facility [Abstract] | |
Credit Facility Payable | Credit Facilities Payable We have two credit facilities as of September 30, 2015 : a $150 million credit facility (the “$150 Million Facility”) and a $200 million revolving credit facility (the “$200 Million Facility”). The following table presents the amounts outstanding under the two credit facilities as of September 30, 2015 and December 31, 2014 (dollar amounts in millions, and monthly LIBOR at September 30, 2015 was 0.19% ): Balance Outstanding September 30, December 31, Interest Rate as of September 30, 2015 Maturity Date $150 Million Facility $ 30.0 $ 10.0 Monthly LIBOR + 2.16% April 1, 2017 $200 Million Facility 27.0 — Monthly LIBOR + 2.50% January 14, 2019 Total $ 57.0 $ 10.0 The $150 Million Facility matures on April 1, 2017, when all unpaid principal and interest is due. Borrowing tranches under the $150 Million Facility bear interest at a “ base rate ” based on either the one-month or three-month LIBOR rate , selected at our option, plus an applicable margin which adjusts based on the facility’s debt service requirements. As of September 30, 2015 , the applicable margin was 2.16% and the base rate was 0.19% based on one-month LIBOR , which adjusts based on debt service coverage, as defined. The $150 Million Facility also provides for fees based on unutilized amounts and minimum usage. The loan requires minimum borrowing of $10.0 million and monthly interest-only payments and monthly or annual payment of fees. Draws under the $150 Million Facility are secured by a pool of certain wholly owned multifamily communities. We have the ability to add and remove multifamily communities from the collateral pool, pursuant to the requirements under the credit facility agreement. We may also add multifamily communities in our discretion in order to increase amounts available for borrowing. As of September 30, 2015 , $32.0 million of the net carrying value of real estate collateralized the $150 Million Facility. The aggregate borrowings under the $150 Million Facility are limited to 70% of the value of the collateral pool, which may be different than the carrying value for financial statement reporting. As of September 30, 2015 , our availability to draw under the $150 Million Facility was limited to approximately $34.0 million based upon the value of the collateral pool. In October 2015, we added additional properties with a net carrying value of real estate of $119.9 million to the collateral pool of the $150 Million Facility, increasing the capacity to $108.2 million and reducing the interest rate to LIBOR plus 2.08% . The $150 Million Facility agreement contains customary provisions with respect to events of default, covenants and borrowing conditions. In particular, the $150 Million Facility agreement requires us to maintain a consolidated net worth of at least $150.0 million , liquidity of at least $15.0 million and net operating income of the collateral pool to be no less than 155% of the facility debt service cost. Certain prepayments may be required upon a breach of covenants or borrowing conditions. We believe we are in compliance with all provisions as of September 30, 2015 . In January 2015, we entered into the $200 Million Facility. The $200 Million Facility matures on January 14, 2019 , and may be extended for an additional one year term at our option. Borrowing tranches bear interest at rates based on defined leverage ratios, which as of September 30, 2015 is LIBOR + 2.50% . The $200 Million Facility also provides for fees based on unutilized amounts and minimum usage. We may increase the size of the $200 Million Facility from $200 million up to a total of $400 million after satisfying certain conditions. Draws under the $200 Million Facility are primarily supported by equity pledges of our wholly owned subsidiaries and are secured by a first mortgage lien and an assignment of leases and rents against two wholly owned multifamily communities and any properties later added by us, in addition to a first priority perfected assignment of a portion of certain of our notes receivable. The $200 Million Facility agreement contains customary provisions with respect to events of default, covenants and borrowing conditions. In particular, the $200 Million Facility agreement requires us to maintain (as defined in the agreement) a tangible consolidated net worth of at least $1.16 billion , consolidated total indebtedness to total gross asset value of less than 65% , and adjusted consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to consolidated fixed charges of not less than 1.50 to 1. Beginning December 31, 2015, our $200 Million Facility agreement may also limit our ability to pay distributions in excess of 95% of our funds from operations generally calculated in accordance with the current definition of funds from operations adopted by the National Association of Real Estate Investment Trusts. For the nine months ended September 30, 2015 , our declared distributions were 74% of such defined funds from operations during such period. We believe we are in compliance with all provisions of the $200 Million Facility agreement as of September 30, 2015 . |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests Non-redeemable Noncontrolling Interests Non-redeemable noncontrolling interests for the Co-Investment Venture partners represent their proportionate share of the equity in consolidated real estate ventures. Each noncontrolling interest is not redeemable by the holder, and accordingly, is reported as equity. Income and losses are allocated to the noncontrolling interest holders based on their effective ownership percentage. This effective ownership is indicative of, but may differ from, percentages for distributions, contributions or financing requirements. As of September 30, 2015 and December 31, 2014 , non-redeemable noncontrolling interests (“NCI”) consisted of the following, including the direct and non-direct noncontrolling interests ownership ranges where applicable (dollar amounts in millions): September 30, 2015 December 31, 2014 Effective Effective Amount NCI % (a) Amount NCI % (a) PGGM Co-Investment Partner $ 331.8 30% to 45% $ 390.5 26% to 45% MW Co-Investment Partner 127.0 45% 144.9 45% Developer Partners 3.8 0% 3.4 0% Subsidiary preferred units 2.1 (b) 1.9 (b) Total non-redeemable NCI $ 464.7 $ 540.7 (a) Effective noncontrolling percentage is based upon the noncontrolling interest’s participation in distributable operating cash. This effective ownership is indicative of, but may differ over time from, percentages for distributions, contributions or financing requirements. (b) The effective NCI for the preferred units is not meaningful and the preferred units have no voting rights. Each noncontrolling interest relates to ownership interests in CO-JVs where we have substantial operational control rights. In the case of the PGGM Co-Investment Partner, their noncontrolling interest includes an interest in the Master Partnership and the PGGM CO-JVs. For PGGM CO-JVs and MW CO-JVs, capital contributions and distributions are generally made pro rata in accordance with these ownership interests; however, the Master Partnership’s and the PGGM CO-JV’s pro rata interests are subject to a promoted interest to us if certain performance returns are achieved. Developer CO-JVs generally have limited participation in contributions and generally only participate in distributions after certain preferred returns are collected by us or the PGGM CO-JVs, as applicable, which in some cases may not be until we have received all of our investment capital. None of these Co-Investment Venture partners have any rights to put or redeem their ownership interest; however, they generally provide for buy/sell rights after certain periods. In certain circumstances when all the partners have approved a sale the governing documents of the PGGM CO-JV or MW CO-JV may require a sale of the Co-Investment Venture or its subsidiary REIT rather than an asset sale. Noncontrolling interests also include between 121 to 125 preferred units issued by a subsidiary of each of the PGGM CO-JVs and the MW CO-JVs in order for such subsidiaries to qualify as a REIT for federal income tax purposes. The subsidiary preferred units pay an annual fixed distribution of 12.5% on their face value and are senior in priority to all other members’ equity. The PGGM CO-JVs and MW CO-JVs may cause the subsidiary REIT, at their option, to redeem the subsidiary preferred units in whole or in part, at any time for cash at a redemption price of $500 per unit (the face value), plus all accrued and unpaid distributions thereon to and including the date fixed for redemption, plus a premium per unit generally of $50 to $100 for the first year which generally declines in value $25 per unit each year until there is no redemption premium remaining. The subsidiary preferred units are not redeemable by the unit holders and as of September 30, 2015 , we have no current intent to exercise our redemption option. Accordingly, these noncontrolling interests are reported as equity. For the nine months ended September 30, 2015 and 2014, we paid the following distributions to noncontrolling interests (in millions): For the Nine Months Ended 2015 2014 Distributions paid to noncontrolling interests: Operating activities $ 11.8 $ 15.9 Investing and financing activities 30.1 15.1 Total $ 41.9 $ 31.0 On February 28, 2014 , we sold an approximately 37% noncontrolling interest in two Developer CO-JVs to PGGM for $13.2 million . No gain or loss was recognized in recording these transactions, but a net decrease to additional paid-in capital of $0.8 million was recorded. On May 7, 2015, we acquired six noncontrolling interests in PGGM CO-JVs, which related to equity investments in six multifamily communities, and one controlling interest in a PGGM CO-JV, which related to a debt investment in a multifamily community. The net purchase price was $119.8 million , exclusive of closing costs, and is subject to final determination of certain working capital amounts. The consideration for the acquisitions was paid in cash, with $9.8 million funded from existing cash balances and the remaining $110.0 million from draws under our credit facilities. In connection with the acquisitions, we also received from the Master Partnership a disposition fee of $1.0 million and a promoted interest payment of $3.5 million , which are eliminated in our consolidation of the Master Partnership but did increase net income available to the Company. The following table summarizes each of the multifamily community interests related to the acquisition of noncontrolling and controlling interests: Our Ownership Interest (a) Community and Location Total Units Pre- Acquisition Acquired Interest Post- Acquisition Equity investments: The District Universal Boulevard, Orlando, FL 425 55.5 % 44.5 % 100 % Veritas, Henderson, NV (b) 430 51.9 % 41.6 % 93.5 % The Cameron, Silver Spring, MD 325 55.5 % 44.5 % 100 % Skye 2905, Denver, CO 400 55.5 % 44.5 % 100 % Grand Reserve, Dallas, TX 149 74.4 % 25.6 % 100 % Stone Gate, Marlborough, MA 332 55.5 % 44.5 % 100 % 2,061 Debt investment: Jefferson Creekside, Allen, TX 444 55.5 % 44.5 % 100 % (a) Our ownership interest is based on our share of contributed capital. This ownership interest may differ over time from percentages for distributions, contributions or financing requirements for each respective CO-JV. The post-acquisition effective ownership interests based on our participation in distributable cash from the CO-JVs are the same as those presented based on contributed capital, except for Veritas where our post-acquisition effective ownership based on our current participation in distributable cash is 100%. Each of the equity investments was previously accounted for on the consolidated method of accounting with the same accounting method post-acquisition. The debt investment was previously accounted for on the equity method of accounting and post-acquisition will be accounted for on the consolidated method of accounting. (b) The remaining 6.5% is owned by a Developer Partner. Because these equity investments were previously accounted for on the consolidated method of accounting, the acquisition of the investment interests did not change the carrying value for the related assets or liabilities or reported consolidated operations for revenues and expenses included in reported net income. The acquisition of the equity investments reduced noncontrolling interests for the related amounts of the CO-JVs with the difference between the noncontrolling interest amounts and the purchase price of $59.3 million recorded to additional paid in capital. The acquisition of the debt investment resulted in a change from equity method accounting to the consolidated method of accounting and accordingly, the underlying assets and liabilities were recorded at a fair value of $16.6 million . Redeemable Noncontrolling Interests As of September 30, 2015 and December 31, 2014 , redeemable noncontrolling interests (“NCI”) consisted of the following (dollar amounts in millions): September 30, 2015 December 31, 2014 Effective Effective Amount NCI % (a) Amount NCI % (a) Developer Partners $ 30.0 0% to 10% $ 32.0 0% to 10% (a) Effective noncontrolling interest percentage is based upon the noncontrolling interest’s participation in distributable operating cash. This effective ownership is indicative of, but may differ from, percentages for distributions, contributions or financing requirements. For Co-Investment Ventures where the developer’s equity has been returned, the effective noncontrolling interest percentage is shown as zero. Developer Partners included in redeemable noncontrolling interests represent ownership interests in Developer CO-JVs by regional or national multifamily developers, which may require that we pay or reimburse our Developer Partners upon certain events. These amounts include reimbursing partners once certain development milestones are achieved, generally related to entitlements, permits or final budgeted construction costs. They also generally have put options, usually exercisable one year after completion of the development and thereafter, pursuant to which we would be required to acquire their ownership interest at a set price. These Developer CO-JVs also include buy/sell provisions, generally available after the tenth year after completion of the development. Each of these Developer CO-JVs is managed by a subsidiary of ours. As manager, we have substantial operational control rights. These Developer CO-JVs generally provide that we have a preferred cash flow distribution until we receive certain returns on and of our investment. All of these Developer Partners also have a back end interest, generally only attributable to distributions related to a property sale or financing. Generally, these noncontrolling interests have no obligation to make any additional capital contributions. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Capitalization In connection with our transition to self-management, on July 31, 2013, we issued 10,000 shares of a new Series A non-participating, voting, cumulative, 7.0% convertible preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”), to an affiliate of our former external advisor, Behringer Harvard Multifamily Advisors I, LLC (collectively with its affiliates, “Behringer”). The shares of Series A Preferred Stock entitle the holder to one vote per share on all matters submitted to the holders of the common stock, a liquidation preference equal to $10.00 per share before the holders of common stock are paid any liquidation proceeds, and 7.0% cumulative cash dividends on the liquidation preference and any accrued and unpaid dividends. As determined and limited pursuant to the Articles Supplementary establishing the Series A Preferred Stock, the Series A Preferred Stock will automatically convert into shares of our common stock on the earlier of December 31, 2016, or the election by the holders of a majority of the then outstanding shares of Series A Preferred Stock, in each case based on the trading prices of our shares of common stock over a subsequent measurement period. At conversion, all of the shares of Series A Preferred Stock will, in total, generally convert into an amount of shares of our common stock equal in value to 17.25% of the excess, if any, of (i) (a) the per share value of our common stock at the time of conversion, as determined pursuant to the Articles Supplementary establishing the Series A Preferred Stock and assuming no shares of the Series A Preferred Stock are outstanding, multiplied by the number of shares of common stock outstanding on July 31, 2013, plus (b) the aggregate value of distributions (including distributions constituting a return of capital) paid through such time on the shares of common stock outstanding on July 31, 2013 over (ii) the aggregate issue price of those outstanding shares plus a 7% cumulative, non-compounded, annual return on the issue price of those outstanding shares. The conversion option terminates December 31, 2016. Stock Plans Our Second Amended and Restated Incentive Award Plan (the “Incentive Award Plan”) authorizes the grant of non-qualified and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and other stock-based awards. A total of 20 million shares has been authorized for issuance under the Incentive Award Plan as of September 30, 2015 . Restricted Stock Units As of September 30, 2015 , we had 681,952 restricted stock units outstanding, held by our directors and certain executive employees. These restricted stock units generally vest over a three year period. The following is a summary of the number of restricted stock units issued, exercised and outstanding as of September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Outstanding at the beginning of the period 254,691 245,220 Issued (a) 467,951 9,471 Exercised (40,690 ) — Outstanding at the end of the period 681,952 254,691 (a) Units issued in 2015 had an average grant price of $9.58 per unit. Units issued in 2014 had a grant price of $10.03 per unit. As of September 30, 2015 , 115,296 units are vested. Restricted Stock As of September 30, 2015 , we had 20,868 shares of restricted stock outstanding held by employees. Restrictions on these shares lapse in equal increments over a three -year period following the grant date. The following is a summary of the restricted stock issued, forfeited and outstanding as of September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Outstanding at the beginning of the year — — Issued (a) 25,746 — Forfeited (4,878 ) — Outstanding at the end of the period 20,868 — (a) Shares issued in 2015 had a grant price of $9.21 per share. For the nine months ended September 30, 2015 and 2014, we had approximately $1.7 million and $0.6 million , respectively, in compensation costs related to share-based payments including dividend equivalent payments. Distributions The following table presents the regular distributions declared for the nine months ended September 30, 2015 and 2014 (in millions, except per share amounts): For the Nine Months Ended 2015 2014 Declared (a) Declared per Share (a) Declared (a) Declared per Share (a) Third quarter $ 12.5 $ 0.075 $ 14.9 $ 0.088 Second quarter 12.5 0.075 14.7 0.087 First quarter 12.5 0.075 14.6 0.086 Total $ 37.5 $ 0.225 $ 44.2 $ 0.261 (a) Represents distributions accruing during the period. Beginning with the fourth quarter of 2014, the board of directors authorizes regular distributions to be paid to stockholders of record with respect to a single record date each quarter. Prior to the fourth quarter of 2014, regular distributions accrued on a daily basis at a daily amount of $0.000958904 ( $0.35 annualized) per share of common stock and were paid in the following month. On August 12, 2014, in anticipation of the Company’s listing on a national securities exchange, our board of directors elected to suspend our distribution reinvestment plan (“DRIP”) effective August 24, 2014 . On November 4, 2014, our board of directors approved the termination of the DRIP. As a result, all distributions paid subsequent to August 24, 2014 were paid in cash and not reinvested in shares of our common stock. Share Redemption Program On August 12, 2014, in anticipation of the Company’s listing on a national securities exchange, our board of directors elected to suspend our share redemption program (“SRP”), effective August 14, 2014, and on November 4, 2014, our board of directors approved the termination of the SRP. For the nine months ended September 30, 2014 , we redeemed approximately 1,591,952 common shares at an average price of $8.78 per share for $14.0 million . |
Transition Expenses
Transition Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Transition to Self-Management [Abstract] | |
Transition Expenses | Transition Expenses On July 31, 2013 (the “Initial Closing”), we entered into a series of agreements and amendments to our then-existing agreements and arrangements with Behringer, setting forth various terms of and conditions to the modification of the business relationships between us and Behringer. We collectively refer to these agreements as the “Self-Management Transition Agreements.” From the Initial Closing through June 30, 2014, we hired executives and staff who were previously employees of Behringer and began hiring other employees, completing our transition to a self-managed company. During the period from the Initial Closing through September 30, 2014, Behringer provided general transition services in support of our transition to self-management for a total consideration of $7.2 million . For the three and nine months ended September 30, 2014 , $0.1 million and $0.4 million was expensed. In addition to the above transactions, the Company incurred other expenses related to our transition to self-management and the listing on the NYSE, primarily related to Special Committee and Company legal and financial advisors and general transition services (primarily staffing, name change, notices, insurance, information technology and facilities). The table below represents the components of our transition expenses for the three and nine months ended September 30, 2014 (in millions). We did not incur any transition expenses for the three and nine months ended September 30, 2015 . For the Three Months Ended For the Nine Months Ended Special Committee and Company legal and financial advisors $ 0.1 $ 0.9 General transition services: Behringer 0.2 3.0 Other service providers 0.1 2.2 Expenses related to listing on the NYSE 0.6 0.6 Total transition expenses $ 1.0 $ 6.7 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies All of our Co-Investment Ventures include buy/sell provisions. Under most of these provisions and during specific periods, a partner could make an offer to purchase the interest of the other partner and the other partner would have the option to accept the offer or purchase the offering partner’s interest at that price. As of September 30, 2015 , no such buy/sell offers are outstanding. In the ordinary course of business, certain of our multifamily communities have commitments to provide affordable housing. Under these arrangements, we generally receive from the resident a below market rent, which is determined by a local or national authority. In certain arrangements, a local or national housing authority makes payments covering some or substantially all of the difference between the restricted rent paid by residents and market rents. In connection with our acquisition of The Gallery at NoHo Commons, we assumed an obligation to provide affordable housing through 2048. As partial reimbursement for this obligation, the California housing authority will make level annual payments of approximately $2.0 million through 2028 and no reimbursement for the remaining 20 -year period. We may also be required to reimburse the California housing authority if certain operating results are achieved on a cumulative basis during the term of the agreement. At the acquisition, we recorded a liability of $14.0 million based on the fair value of the terms over the life of the agreement. In addition, we record rental revenue from the California housing authority on a straight-line basis, deferring a portion of the collections as deferred lease revenues. As of September 30, 2015 and December 31, 2014 , we have approximately $17.2 million and $18.3 million , respectively, of carrying value for deferred lease revenues related to The Gallery at NoHo Commons. As of September 30, 2015 , we have entered into construction and development contracts with $121.1 million remaining to be paid. These construction costs are expected to be paid during the completion of the development and construction period, generally within 24 months . Future minimum lease payments due on our lease commitment payables, primarily related to our corporate office lease which expires in 2024, are as follows (in millions): Year Future Minimum Lease Payments October 2015 through December 2015 $ 0.1 2016 0.6 2017 0.8 2018 0.8 2019 0.8 Thereafter 4.0 Total $ 7.1 We are also subject to various legal proceedings and claims which arise in the ordinary course of business. Matters which relate to property damage or general liability claims are generally covered by insurance. While the resolution of these legal proceedings and claims cannot be predicted with certainty, management believes the final outcome of such matters will not have a material adverse effect on our consolidated financial statements. |
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 For the three and nine months ended September 30, 2015 and 2014, we had no fair value adjustments on a recurring basis. Non-recurring Basis — Fair Value Adjustments As discussed in Note 5, “Real Estate Investments”, we recorded an impairment charge related to one of our developments in May 2015. Prior to the impairment, the development had a net carrying value of $44.4 million . The $3.1 million impairment is included in the line item “Investment and other development expenses” on the condensed consolidated statement of operations. The fair value for the development was determined based upon the terms of the purchase and sale agreement which closed in June 2015. We consider this a Level 2 input under the fair value hierarchy. As discussed in Note 10, “Noncontrolling Interests”, we acquired a controlling interest in an unconsolidated investment in real estate joint venture in May 2015. We consolidated the Custer PGGM CO-JV and recognized a loss related to the revaluation of our equity interest for the difference between our carrying value and the value of the investment. The fair value was determined based upon the pay-off value of the note receivable and its related accrued interest, both of which were repaid shortly after the acquisition of the controlling interest. We consider this a Level 2 input under the fair value hierarchy. The following fair value hierarchy table presents information about our assets measured at fair value on a nonrecurring basis for the nine months ended September 30, 2015 (in millions): For the Nine Months Ended September 30, 2015 Level 1 Level 2 Level 3 Total Fair Value Gain (Loss) Assets Construction in progress $ — $ 41.2 $ — $ 41.2 $ (3.1 ) Other assets — 16.6 — 16.6 — $ — $ 57.8 $ — $ 57.8 $ (3.1 ) We had no fair value adjustments on a nonrecurring basis for the three months ended September 30, 2015 . We had no fair value adjustments on a nonrecurring basis for the three and nine months ended September 30, 2014 . Financial Instruments Not Carried at Fair Value Financial instruments held as of September 30, 2015 and December 31, 2014 and not measured at fair value on a recurring basis include cash and cash equivalents, notes receivable, credit facility payable and mortgages and notes payable. With the exception of our mortgages and notes payable, the financial statement carrying amounts of these items approximate their fair values due to their short-term nature. Because the credit facility payable bears interest at a variable rate and has a prepayment option, we believe its carrying amount approximates its fair value. Estimated fair values for mortgages and notes payable have been determined using market pricing for similar mortgages payable, which are classified as Level 2 in the fair value hierarchy. Carrying amounts and the related estimated fair value of our mortgages and notes payable as of September 30, 2015 and December 31, 2014 are as follows (in millions): September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value Mortgages and notes payable $ 1,438.6 $ 1,447.1 $ 1,186.5 $ 1,199.6 |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements From our inception to July 31, 2013, we had no employees, were externally managed by Behringer and were supported by related party service agreements, as further described below. Prior to July 31, 2013, we exclusively relied on Behringer to provide certain services and personnel for management and day-to-day operations, including advisory services and property management services provided or performed by Behringer. Effective July 31, 2013, we entered into the Self-Management Transition Agreements as discussed in Note 12, “Transition Expenses.” From the Initial Closing through June 30, 2014, we hired executives and staff who were previously employees of Behringer and began hiring other employees, completing our transition to a self-managed company. Behringer provided capital market services to the Company for a fee ranging from 0.9% to 1.0% of our share of the financings. Such capital market services expired on June 30, 2015. In addition, certain acquisition and advisory fees and other reimbursements are still subject to true-up and reconciliations as of September 30, 2015 . For the nine months ended September 30, 2015 and 2014, $0.1 million and $2.5 million , respectively, of acquisition fees were credited to us, all of which were previously capitalized, and offset against total real estate, net. The services provided by Behringer included acquisition and advisory, property management, capital market, and asset management services which terminated on June 30, 2014 and capital market services which terminated on June 30, 2015. The table below shows the fees and expense reimbursements to Behringer in exchange for such services for the three and nine months ended September 30, 2015 and 2014 (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Acquisition and advisory fees $ — $ — $ — $ 4.4 Property management fees — — — 11.3 Debt financing fees — 0.8 0.2 1.1 Asset management fees — — — 3.8 Administrative expense reimbursements — — — 0.9 Shareholder services — 0.4 — 0.4 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information Supplemental cash flow information for the nine months ended September 30, 2015 and 2014 is summarized below (in millions): For the Nine Months Ended 2015 2014 Supplemental disclosure of cash flow information: Interest paid, net of amounts capitalized of $13.5 million in 2015 and 2014 $ 21.4 $ 15.6 Non-cash investing and financing activities: Consolidation of controlling interest 5.0 — Transfer of real estate from construction in progress to operating real estate 387.9 233.0 Stock issued pursuant to our DRIP — 20.5 Distributions payable - regular 12.5 4.9 Construction costs and other related payables 46.8 94.1 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated subsequent events for recognition or disclosure in our condensed consolidated financial statements. Distribution for the Fourth Quarter of 2015 Our board of directors has authorized a quarterly distribution in the amount of $0.075 per share on all outstanding shares of common stock of the Company for the fourth quarter of 2015. The quarterly distribution is payable January 5, 2016 to stockholders of record at the close of business on December 29, 2015 . * * * * * |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include our consolidated accounts and the accounts of our wholly owned subsidiaries. We also consolidate other entities in which we have a controlling financial interest (referred to as variable interest entities or “VIEs”) where we are determined to be the primary beneficiary. VIEs, as defined by GAAP, are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. The primary beneficiary is required to consolidate a VIE for financial reporting purposes. The determination of the primary beneficiary requires management to make significant estimates and judgments about our rights, obligations, and economic interests in such entities as well as the same of the other owners. See Note 6, “Variable Interest Entities” for further information about our VIEs. |
Developments | Developments We capitalize project costs related to the development and construction of real estate (including interest, real estate taxes, insurance, and other direct costs associated with the development) as a cost of the development. Indirect project costs not clearly related to development and construction are expensed as incurred. Indirect project costs that clearly relate to development and construction are capitalized and allocated to the developments to which they relate. For each development, capitalization begins when we determine that the development is probable and significant development activities are underway. We suspend capitalization at such time as significant development activity ceases, but future development is still probable. We cease capitalization when the developments or other improvements, including any portion, are completed and ready for their intended use, or if the intended use changes such that capitalization is no longer appropriate. Developments or improvements are generally considered ready for intended use when the certificates of occupancy have been issued and the units become ready for occupancy. |
Impairment of Real Estate Related Assets | Impairment of Real Estate Related Assets If events or circumstances indicate that the carrying amount of the property may not be recoverable, we make an assessment of the property’s recoverability by comparing the carrying amount of the asset to our estimate of the undiscounted future operating cash flows expected to be generated over the holding period of the asset including its eventual disposition. If the carrying amount exceeds the aggregate undiscounted future operating cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property. In addition, we evaluate indefinite-lived intangible assets for possible impairment at least annually by comparing the fair values with the carrying values. The fair value of intangibles is generally estimated by valuation of similar assets. |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations Prior to January 1, 2014, when we had no involvement after the sale of a multifamily community, the multifamily community sold was reported as a discontinued operation. Effective as of January 1, 2014, we elected to early adopt the revised guidance regarding discontinued operations. For sales of real estate or assets classified as held for sale after January 1, 2014, we evaluate whether the disposition will have a major effect on our operations and financial results and will therefore qualify as a strategic shift. If the disposition represents a strategic shift, it will be classified as discontinued operations in our consolidated statements of operations for all periods presented. If the disposition does not represent a strategic shift, it will be presented in continuing operations in our consolidated statements of operations. We classify multifamily communities as held for sale when certain criteria are met, in accordance with GAAP. At that time, we present the assets and obligations associated with the real estate held for sale separately in our consolidated balance sheet, and we cease recording depreciation and amortization expense related to that multifamily community. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider investments in bank deposits, money market funds and highly-liquid cash investments with original maturities of three months or less to be cash equivalents. As of September 30, 2015 and December 31, 2014 , cash and cash equivalents include $33.7 million and $42.0 million , respectively, held by the Master Partnership and individual Co-Investment Ventures that are available only for use in the business of the Master Partnership and the other individual Co-Investment Ventures. Cash held by the Master Partnership and individual Co-Investment Ventures is not restricted to specific uses within those entities. However, the terms of the joint venture agreements define the timing and magnitude of the distribution of those funds to us or limit our use of them for our general corporate purposes. Cash held by the Master Partnership and individual Co-Investment Ventures is distributed from time to time to the Company and to the other Co-Investment Venture partners in accordance with the applicable Co-Investment Venture governing agreement, which may not be the same as the stated effective ownership interest. Cash distributions received by the Company from the Master Partnership and individual Co-Investment Ventures are then available for our general corporate purposes. |
Transition Expenses | Transition Expenses Transition expenses include expenses directly and specifically related to our transition to self-management, primarily including legal, financial advisors, consultants, costs of the Company’s special committee of the board of directors, comprised of all of the Company’s independent directors (the “Special Committee”), general transition services (primarily related to staffing, name change, notices, transition-related insurance, information technology and facilities), expenses related to our listing on the NYSE and payments to our former external advisor in connection with the transition to self-management discussed further in Note 12, “Transition Expenses.” |
Earnings per Share | Earnings per Share Basic earnings per share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period excluding any unvested restricted stock awards. Diluted earnings per share is calculated by adjusting basic earnings per share for the dilutive effect of the assumed exercise of securities, including the effect of shares issuable under our preferred stock and our stock-based incentive plans. Our unvested share-based awards are considered participating securities and are reflected in the calculation of diluted earnings per share. During periods of net loss, the assumed exercise of securities is anti-dilutive and is not included in the calculation of earnings per share. During 2015 and 2014, the dilutive impact of all securities and transactions was less than $0.01 . For all periods presented, the preferred stock was excluded from the calculation of earnings per share because the effect would not be dilutive. However, based on changing market conditions, the outstanding preferred stock could be dilutive in future periods. |
Reportable Segments | Reportable Segments Our current business primarily consists of investing in and operating multifamily communities. Substantially all of our consolidated net income (loss) is from investments in real estate properties that we wholly own or own through Co-Investment Ventures, the latter of which may be accounted for under the equity method of accounting. Our management evaluates operating performance on an individual investment level. However, as each of our investments has similar economic characteristics in our consolidated financial statements, the Company is managed on an enterprise-wide basis with one reportable segment. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes to consolidated financial statements. These estimates include such items as: the purchase price allocations for real estate and other acquisitions; construction payables; impairment of long-lived assets; fair value evaluations; earning recognition of noncontrolling interests and equity in earnings of investments in unconsolidated real estate joint ventures; depreciation and amortization; share-based compensation measurements; and recognition and timing of transition expenses. Actual results could differ from those estimates. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued updated guidance with respect to revenue recognition. The revised guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The revised guidance will replace most existing revenue and real estate sale recognition guidance in GAAP when it becomes effective. The standard specifically excludes lease contracts, which is our primary recurring revenue source. The revised guidance allows for the use of either the full or modified retrospective transition method. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016. We have not yet selected a transition method and are currently evaluating the effect that the adoption of the revised guidance will have on our consolidated financial statements and related disclosures. In February 2015, the FASB issued updated guidance related to accounting for consolidation of certain limited partnerships. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. We are currently evaluating the impact this guidance will have on our consolidated financial statements when adopted. In April 2015, the FASB issued guidance requiring 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. This guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of this guidance is permitted for financial statements that have not been previously issued, and an entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The guidance will not have a material impact on our consolidated financial statements when adopted. |
Organization and Business (Tabl
Organization and Business (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of the number of each type of Co-Investment Venture and the entity's effective ownership ranges | The table below presents a summary of our Co-Investment Ventures as of both September 30, 2015 and December 31, 2014 . The effective ownership ranges are based on our participation in the distributable operating cash from the multifamily investment as of the dates indicated. This effective ownership is indicative of, but may differ over time from, percentages for distributions, contributions or financing requirements for each respective Co-Investment Venture. Unless otherwise noted, all are reported on the consolidated basis of accounting. September 30, 2015 December 31, 2014 Co-Investment Structure Number of Multifamily Communities Our Effective Number of Multifamily Communities Our Effective Ownership PGGM CO-JVs (a) 23 50% to 70% 30 50% to 70% MW CO-JVs 14 55% 14 55% Developer CO-JVs 2 100% 2 100% Total 39 46 (a) Includes one unconsolidated debt investment as of December 31, 2014 , which was repaid in 2015. Also, as of September 30, 2015 and December 31, 2014 , includes Developer Partners in 18 and 19 multifamily communities, respectively. In May 2015, we acquired PGGM’s interests in seven PGGM CO-JVs. See Note 10, “Noncontrolling Interests” for further information. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of amounts recognized for major assets acquired and liabilities assumed, including a reconciliation to cash consideration as of the business combination date | The amounts recognized for major assets acquired and liabilities assumed during the nine months ended September 30, 2015 , including a reconciliation to cash consideration as of the business combination dates, are as follows (in millions): Land $ 23.9 Buildings and improvements 141.7 Accrued liabilities (0.4 ) Cash consideration (a) $ 165.2 (a) Both acquisitions were funded from proceeds from tax like-kind exchange escrow deposits. |
Business Acquisition, Pro Forma Information | Certain operating information for the periods from the business combination dates to September 30, 2015 are as follows (in millions): For the Periods to September 30, 2015 Rental revenues $ — Acquisition expenses 0.5 Depreciation and amortization 0.3 Net loss attributable to common stockholders (0.9 ) |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Schedule of major components of real estate investments and intangibles and related accumulated depreciation and amortization | As of September 30, 2015 and December 31, 2014 , major components of our real estate investments and intangibles and related accumulated depreciation and amortization were as follows (in millions): September 30, 2015 December 31, 2014 Buildings Intangibles Buildings Intangibles and In-Place Other and In-Place Other Improvements Leases Contractual Improvements Leases Contractual Cost $ 2,355.6 $ 37.1 $ 25.6 $ 2,033.8 $ 40.7 $ 25.6 Less: accumulated depreciation and amortization (329.3 ) (34.9 ) (9.5 ) (280.4 ) (38.3 ) (6.5 ) Net $ 2,026.3 $ 2.2 $ 16.1 $ 1,753.4 $ 2.4 $ 19.1 |
Schedule of anticipated amortization associated with in-place lease and other contractual intangibles | Anticipated amortization associated with lease and other contractual intangibles for each of the following five years is as follows (in millions): Anticipated Amortization Year of Intangibles October through December 2015 $ 0.3 2016 1.1 2017 1.1 2018 0.5 2019 0.5 |
Schedule of real estate developments | For the three and nine months ended September 30, 2015 and 2014 , we capitalized the following amounts of interest, real estate taxes and overhead related to our developments (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Interest $ 4.1 $ 4.8 $ 13.5 $ 13.5 Real estate taxes 0.7 0.8 3.4 3.6 Overhead 0.1 0.3 0.5 0.6 |
Schedule of real estate dispositions | The following table presents our sale of real estate for the nine months ended September 30, 2015 and September 30, 2014 (in millions): Date of Sale Multifamily Community Sales Contract Price Gains on Sales of Real Estate For the Nine Months Ended September 30, 2015 July 2015 Uptown Post Oak (a) $ 90.1 $ 34.4 June 2015 Burnham Pointe (a) 126.0 48.6 June 2015 Shady Grove (b) 38.5 — Total $ 254.6 $ 83.0 For the Nine Months Ended September 30, 2014 February 2014 Tupelo Alley $ 52.9 $ 16.2 (a) At the time of sale, the cash proceeds were deposited in escrow in connection with an exchange for replacement properties pursuant to section 1031 of the Code and recorded in “Tax like-kind exchange escrow” on the condensed consolidated balance sheet. As discussed in Note 4, “Business Combinations”, we closed on two of the replacement properties in September 2015. The tax like-kind exchange escrow balance as of September 30, 2015 is held for future replacement properties. (b) In May 2015, we recorded an impairment of $3.1 million based on the Company’s decision to sell the development at an amount below the carrying value. The impairment, which was primarily due to certain costs capitalized for GAAP not expected to be recovered in a sale, is included in “Investment and other development expenses” on the condensed consolidated statement of operations. In June 2015, we closed on the sale of the development to a group led by the Developer Partner for net proceeds of $38.4 million , the development’s net carrying value at the date of sale. |
Net income related to sale of multifamily community | The following table presents net income related to the multifamily communities sold in 2015 and 2014 for the three and nine months ended September 30, 2015 and 2014, respectively, and includes the gains on sales of real estate (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Net income from multifamily communities sold $ 34.4 $ 1.7 $ 83.5 $ 20.9 Less: net income attributable to noncontrolling interest — — — (7.2 ) Net income attributable to common stockholders $ 34.4 $ 1.7 $ 83.5 $ 13.7 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Assets [Abstract] | |
Schedule of components of other assets | The components of other assets as of September 30, 2015 and December 31, 2014 are as follows (in millions): September 30, 2015 December 31, 2014 Notes receivable, net (a) $ 53.6 $ 59.8 Escrows and restricted cash 7.6 8.0 Deferred financing costs, net 16.0 17.4 Resident, tenant and other receivables 18.4 14.0 Prepaid assets, deposits and other assets 12.3 6.1 Investment in unconsolidated real estate joint venture — 5.0 Total other assets $ 107.9 $ 110.3 (a) Notes receivable include mezzanine loans, primarily related to multifamily development projects. As of September 30, 2015 , the weighted average interest rate is 14.8% and the remaining years to scheduled maturity is 0.6 years. The borrowers generally have options to prepay prior to maturity or to extend the maturity for one to two years. |
Mortgages and Notes Payable (Ta
Mortgages and Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amounts of the mortgages and notes payable classified by whether the obligation is of the parent company or the applicable consolidated Co-Investment Venture | The following table summarizes the carrying amounts of the mortgages and notes payable classified by whether the obligation is ours or that of the applicable consolidated Co-Investment Venture as of September 30, 2015 and December 31, 2014 (dollar amounts in millions and monthly LIBOR at September 30, 2015 is 0.19% ): As of September 30, 2015 September 30, December 31, Wtd. Average 2015 2014 Interest Rates Maturity Dates Company level (a) Fixed rate mortgages payable $ 298.4 $ 87.2 3.88% 2018 to 2020 Variable rate construction loans payable (b)(f): In construction 59.6 20.6 Monthly LIBOR + 2.13% 2017 to 2018 Operating 16.3 12.4 Monthly LIBOR + 2.08% 2017 to 2018 Total Company level 374.3 120.2 Co-Investment Venture level - consolidated (c) Fixed rate mortgages payable 632.8 827.7 3.49% 2016 to 2020 Variable rate mortgage payable 11.7 12.0 Monthly LIBOR + 2.35% 2017 Fixed rate construction loans payable (d)(f): In construction 41.8 28.0 4.00% 2018 Operating 29.2 29.0 4.31% 2016 Variable rate construction loans payable (e)(f): In construction 240.5 90.4 Monthly LIBOR + 2.10% 2017 to 2018 Operating 105.4 74.9 Monthly LIBOR + 2.08% 2016 to 2018 1,061.4 1,062.0 Plus: unamortized adjustments from business combinations 2.9 4.3 Total Co-Investment Venture level - consolidated 1,064.3 1,066.3 Total consolidated mortgages and notes payable $ 1,438.6 $ 1,186.5 (a) Company level debt is defined as debt that is a direct or indirect obligation of the Company or its wholly owned subsidiaries. Company level debt includes the applicable portion of Co-Investment debt where the Company has provided full or partial guarantees for the repayment of the debt. (b) Includes the amount of the Co-Investment Venture level construction loans payable that is guaranteed by the Company. As of September 30, 2015 , the Company has partially guaranteed ten loans with total commitments of $534.7 million . These loans include one to two year extension options. Our percentage guarantee on each of these loans ranges from 10% to 25% and the amount of our current guarantee and the maximum guarantee based on the commitment as of September 30, 2015 is $75.9 million and $103.9 million , respectively. The non-recourse portion of the loans outstanding as of September 30, 2015 is reported in the Co-Investment Venture level construction loans payable. (c) Co-Investment Venture level debt is defined as debt that is an obligation of the Co-Investment Venture and not an obligation or contingency for us. (d) Includes two loans with total commitments of $84.8 million . One of the construction loans has an option to convert into a permanent loan with a maturity of 2023. (e) Includes eleven loans with total commitments of $556.6 million . These loans include one to two year extension options. The amount guaranteed by the Company is reported as Company level debt as discussed in footnote (b) above. (f) As of September 30, 2015 , we have total commitments of $641.4 million . Of the total commitments, $492.8 million is outstanding and $148.6 million is remaining to draw as of September 30, 2015 . We may elect not to fully draw down any unfunded commitment. |
Schedule of contractual principal payments for the entity's mortgages and notes payable for the five subsequent years and thereafter | As of September 30, 2015 , contractual principal payments for our mortgages and notes payable (excluding any extension options) for the five subsequent years and thereafter are as follows (in millions): Co-Investment Total Year Company Level Venture Level Consolidated October through December 2015 $ 1.1 $ 1.1 $ 2.2 2016 4.7 181.4 186.1 2017 21.6 278.0 299.6 2018 213.5 288.4 501.9 2019 79.5 141.0 220.5 Thereafter 53.9 171.5 225.4 Total $ 374.3 $ 1,061.4 1,435.7 Add: unamortized adjustments from business combinations 2.9 Total mortgages and notes payable $ 1,438.6 |
Credit Facilities Payable (Tabl
Credit Facilities Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Line of Credit Facility [Abstract] | |
Schedule of Line of Credit Facilities | The following table presents the amounts outstanding under the two credit facilities as of September 30, 2015 and December 31, 2014 (dollar amounts in millions, and monthly LIBOR at September 30, 2015 was 0.19% ): Balance Outstanding September 30, December 31, Interest Rate as of September 30, 2015 Maturity Date $150 Million Facility $ 30.0 $ 10.0 Monthly LIBOR + 2.16% April 1, 2017 $200 Million Facility 27.0 — Monthly LIBOR + 2.50% January 14, 2019 Total $ 57.0 $ 10.0 |
Noncontrolling Interests (Table
Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Schedule of non-redeemable, noncontrolling interests | As of September 30, 2015 and December 31, 2014 , non-redeemable noncontrolling interests (“NCI”) consisted of the following, including the direct and non-direct noncontrolling interests ownership ranges where applicable (dollar amounts in millions): September 30, 2015 December 31, 2014 Effective Effective Amount NCI % (a) Amount NCI % (a) PGGM Co-Investment Partner $ 331.8 30% to 45% $ 390.5 26% to 45% MW Co-Investment Partner 127.0 45% 144.9 45% Developer Partners 3.8 0% 3.4 0% Subsidiary preferred units 2.1 (b) 1.9 (b) Total non-redeemable NCI $ 464.7 $ 540.7 (a) Effective noncontrolling percentage is based upon the noncontrolling interest’s participation in distributable operating cash. This effective ownership is indicative of, but may differ over time from, percentages for distributions, contributions or financing requirements. (b) The effective NCI for the preferred units is not meaningful and the preferred units have no voting rights. |
Schedule of distributions to noncontrolling interests | For the nine months ended September 30, 2015 and 2014, we paid the following distributions to noncontrolling interests (in millions): For the Nine Months Ended 2015 2014 Distributions paid to noncontrolling interests: Operating activities $ 11.8 $ 15.9 Investing and financing activities 30.1 15.1 Total $ 41.9 $ 31.0 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | The following table summarizes each of the multifamily community interests related to the acquisition of noncontrolling and controlling interests: Our Ownership Interest (a) Community and Location Total Units Pre- Acquisition Acquired Interest Post- Acquisition Equity investments: The District Universal Boulevard, Orlando, FL 425 55.5 % 44.5 % 100 % Veritas, Henderson, NV (b) 430 51.9 % 41.6 % 93.5 % The Cameron, Silver Spring, MD 325 55.5 % 44.5 % 100 % Skye 2905, Denver, CO 400 55.5 % 44.5 % 100 % Grand Reserve, Dallas, TX 149 74.4 % 25.6 % 100 % Stone Gate, Marlborough, MA 332 55.5 % 44.5 % 100 % 2,061 Debt investment: Jefferson Creekside, Allen, TX 444 55.5 % 44.5 % 100 % (a) Our ownership interest is based on our share of contributed capital. This ownership interest may differ over time from percentages for distributions, contributions or financing requirements for each respective CO-JV. The post-acquisition effective ownership interests based on our participation in distributable cash from the CO-JVs are the same as those presented based on contributed capital, except for Veritas where our post-acquisition effective ownership based on our current participation in distributable cash is 100%. Each of the equity investments was previously accounted for on the consolidated method of accounting with the same accounting method post-acquisition. The debt investment was previously accounted for on the equity method of accounting and post-acquisition will be accounted for on the consolidated method of accounting. (b) The remaining 6.5% is owned by a Developer Partner. |
Schedule of redeemable, noncontrolling interests (NCI) | As of September 30, 2015 and December 31, 2014 , redeemable noncontrolling interests (“NCI”) consisted of the following (dollar amounts in millions): September 30, 2015 December 31, 2014 Effective Effective Amount NCI % (a) Amount NCI % (a) Developer Partners $ 30.0 0% to 10% $ 32.0 0% to 10% (a) Effective noncontrolling interest percentage is based upon the noncontrolling interest’s participation in distributable operating cash. This effective ownership is indicative of, but may differ from, percentages for distributions, contributions or financing requirements. For Co-Investment Ventures where the developer’s equity has been returned, the effective noncontrolling interest percentage is shown as zero. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The following is a summary of the number of restricted stock units issued, exercised and outstanding as of September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Outstanding at the beginning of the period 254,691 245,220 Issued (a) 467,951 9,471 Exercised (40,690 ) — Outstanding at the end of the period 681,952 254,691 (a) Units issued in 2015 had an average grant price of $9.58 per unit. Units issued in 2014 had a grant price of $10.03 per unit. As of September 30, 2015 , 115,296 units are vested. |
Nonvested Restricted Stock Shares Activity | The following is a summary of the restricted stock issued, forfeited and outstanding as of September 30, 2015 and 2014: September 30, 2015 September 30, 2014 Outstanding at the beginning of the year — — Issued (a) 25,746 — Forfeited (4,878 ) — Outstanding at the end of the period 20,868 — (a) Shares issued in 2015 had a grant price of $9.21 per share. |
Dividends Declared | The following table presents the regular distributions declared for the nine months ended September 30, 2015 and 2014 (in millions, except per share amounts): For the Nine Months Ended 2015 2014 Declared (a) Declared per Share (a) Declared (a) Declared per Share (a) Third quarter $ 12.5 $ 0.075 $ 14.9 $ 0.088 Second quarter 12.5 0.075 14.7 0.087 First quarter 12.5 0.075 14.6 0.086 Total $ 37.5 $ 0.225 $ 44.2 $ 0.261 (a) Represents distributions accruing during the period. Beginning with the fourth quarter of 2014, the board of directors authorizes regular distributions to be paid to stockholders of record with respect to a single record date each quarter. Prior to the fourth quarter of 2014, regular distributions accrued on a daily basis at a daily amount of $0.000958904 ( $0.35 annualized) per share of common stock and were paid in the following month. |
Transition Expenses (Tables)
Transition Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Transition to Self-Management [Abstract] | |
Schedule of Transition Expenses | The table below represents the components of our transition expenses for the three and nine months ended September 30, 2014 (in millions). We did not incur any transition expenses for the three and nine months ended September 30, 2015 . For the Three Months Ended For the Nine Months Ended Special Committee and Company legal and financial advisors $ 0.1 $ 0.9 General transition services: Behringer 0.2 3.0 Other service providers 0.1 2.2 Expenses related to listing on the NYSE 0.6 0.6 Total transition expenses $ 1.0 $ 6.7 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | Future minimum lease payments due on our lease commitment payables, primarily related to our corporate office lease which expires in 2024, are as follows (in millions): Year Future Minimum Lease Payments October 2015 through December 2015 $ 0.1 2016 0.6 2017 0.8 2018 0.8 2019 0.8 Thereafter 4.0 Total $ 7.1 |
Fair Value of Derivatives and35
Fair Value of Derivatives and Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | The following fair value hierarchy table presents information about our assets measured at fair value on a nonrecurring basis for the nine months ended September 30, 2015 (in millions): For the Nine Months Ended September 30, 2015 Level 1 Level 2 Level 3 Total Fair Value Gain (Loss) Assets Construction in progress $ — $ 41.2 $ — $ 41.2 $ (3.1 ) Other assets — 16.6 — 16.6 — $ — $ 57.8 $ — $ 57.8 $ (3.1 ) |
Schedule of carrying amounts and related estimated fair value of mortgage and notes payable | Carrying amounts and the related estimated fair value of our mortgages and notes payable as of September 30, 2015 and December 31, 2014 are as follows (in millions): September 30, 2015 December 31, 2014 Carrying Fair Carrying Fair Amount Value Amount Value Mortgages and notes payable $ 1,438.6 $ 1,447.1 $ 1,186.5 $ 1,199.6 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The table below shows the fees and expense reimbursements to Behringer in exchange for such services for the three and nine months ended September 30, 2015 and 2014 (in millions): For the Three Months Ended For the Nine Months Ended 2015 2014 2015 2014 Acquisition and advisory fees $ — $ — $ — $ 4.4 Property management fees — — — 11.3 Debt financing fees — 0.8 0.2 1.1 Asset management fees — — — 3.8 Administrative expense reimbursements — — — 0.9 Shareholder services — 0.4 — 0.4 |
Supplemental Disclosures of C37
Supplemental Disclosures of Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Summary of supplemental cash flow information | Supplemental cash flow information for the nine months ended September 30, 2015 and 2014 is summarized below (in millions): For the Nine Months Ended 2015 2014 Supplemental disclosure of cash flow information: Interest paid, net of amounts capitalized of $13.5 million in 2015 and 2014 $ 21.4 $ 15.6 Non-cash investing and financing activities: Consolidation of controlling interest 5.0 — Transfer of real estate from construction in progress to operating real estate 387.9 233.0 Stock issued pursuant to our DRIP — 20.5 Distributions payable - regular 12.5 4.9 Construction costs and other related payables 46.8 94.1 |
Organization and Business (Deta
Organization and Business (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
May. 31, 2015ownership_interest | Sep. 30, 2015propertycommunityinvestmentjoint_venture | Dec. 31, 2014communityinvestmentjoint_venture | |
Organization and business | |||
Number of multifamily communities in which the entity has made wholly owned investments or joint venture equity | 56 | ||
Number of stabilized operating properties | 38 | ||
Number of multifamily communities in development | property | 18 | ||
Number of wholly owned multifamily communities | 12 | ||
Number of debt investments made by the entity | investment | 5 | ||
Number of wholly owned investments | investment | 17 | ||
Number of multifamily communities in which the entity is having ownership interest through Co-Investment Ventures | 39 | ||
Number of unconsolidated joint venture equity investment in multifamily community | investment | 1 | ||
Co-Investment Ventures | |||
Number of Co-Investment Ventures | joint_venture | 39 | 46 | |
Number of interests acquired | ownership_interest | 7 | ||
Minimum percentage of ordinary taxable income distribution requirement | 90.00% | ||
Corporate Joint Venture | |||
Co-Investment Ventures | |||
Effective Ownership (as a percent) | 55.00% | ||
PGGM Co JVs | |||
Co-Investment Ventures | |||
Number of Co-Investment Ventures | joint_venture | 23 | 30 | |
Number of multifamily communities | 18 | 19 | |
PGGM Co JVs | Minimum | |||
Co-Investment Ventures | |||
Effective Ownership (as a percent) | 50.00% | 50.00% | |
PGGM Co JVs | Maximum | |||
Co-Investment Ventures | |||
Effective Ownership (as a percent) | 70.00% | 70.00% | |
MW CO-JVs | |||
Co-Investment Ventures | |||
Number of Co-Investment Ventures | joint_venture | 14 | 14 | |
Effective Ownership (as a percent) | 55.00% | 55.00% | |
Developer CO-JVs | |||
Co-Investment Ventures | |||
Number of Co-Investment Ventures | joint_venture | 2 | 2 | |
Effective Ownership (as a percent) | 100.00% | 100.00% | |
PGGM Co JVs | |||
Organization and business | |||
Ownership percentage by parent | 1.00% | ||
PGGM Co JVs | Minimum | |||
Organization and business | |||
Effective NCI (as a percent) | 30.00% | 26.00% | |
PGGM Co JVs | Maximum | |||
Organization and business | |||
Effective NCI (as a percent) | 45.00% | 45.00% | |
PGGM Co JVs | Corporate Joint Venture | |||
Co-Investment Ventures | |||
Effective Ownership (as a percent) | 45.00% | ||
PGGM | |||
Organization and business | |||
Effective NCI (as a percent) | 99.00% |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2015USD ($)segment$ / shares | Sep. 30, 2014$ / shares | Dec. 31, 2014USD ($) | |
Cash and Cash Equivalents | |||
Cash and cash equivalents held by individual Co-Investment Ventures | $ 33.7 | $ 42 | |
Dilutive impact less than amount | $ / shares | $ 0.01 | $ 0.01 | |
Number of reportable segments | segment | 1 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) $ in Millions | 1 Months Ended | |
Sep. 30, 2015USD ($)unit | May. 07, 2015unit | |
Business Acquisition [Line Items] | ||
Total Units | 2,061 | |
Multifamily Community, San Diego, CA | Ev | ||
Business Acquisition [Line Items] | ||
Total Units | 208 | |
Aggregate gross purchase price, excluding closing cots | $ | $ 84 | |
Multifamily Community, Boca Raton, FL | The Mark | ||
Business Acquisition [Line Items] | ||
Total Units | 208 | |
Aggregate gross purchase price, excluding closing cots | $ | $ 81.7 |
Business Combinations (Assets A
Business Combinations (Assets Acquired and Liabilities Assumed) (Details) - Ev and The Mark $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Land | $ 23.9 |
Building and improvements | 141.7 |
Accrued liabilities | (0.4) |
Cash Consideration | $ 165.2 |
Business Combinations (Pro Form
Business Combinations (Pro Forma) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Acquisition expenses | $ 485 | $ 0 | $ 636 | $ (17) |
Ev and The Mark | ||||
Business Acquisition [Line Items] | ||||
Revenues | 0 | |||
Acquisition expenses | 500 | |||
Depreciation and amortization | 300 | |||
Net loss attributable to common stockholders | $ (900) |
Real Estate Investments (Detail
Real Estate Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Real Estate Investments | ||||||
Buildings and improvements | $ 2,355,555 | $ 2,355,555 | $ 2,033,819 | |||
Less accumulated depreciation | (329,310) | (329,310) | (280,400) | |||
Depreciation expense | 71,390 | $ 65,730 | ||||
Intangibles | ||||||
Net | 18,344 | 18,344 | 21,485 | |||
Amortization expense associated with lease intangibles | 3,141 | 3,139 | ||||
Buildings and Improvements | ||||||
Real Estate Investments | ||||||
Buildings and improvements | 2,355,600 | 2,355,600 | 2,033,800 | |||
Less accumulated depreciation | (329,300) | (329,300) | (280,400) | |||
Net | 2,026,300 | 2,026,300 | 1,753,400 | |||
Depreciation expense | 24,500 | $ 22,500 | 71,100 | 65,500 | ||
In-Place Leases | ||||||
Intangibles | ||||||
Cost | 37,100 | 37,100 | 40,700 | |||
Less: accumulated depreciation and amortization | (34,900) | (34,900) | (38,300) | |||
Net | 2,200 | 2,200 | 2,400 | |||
Amortization expense associated with lease intangibles | 200 | $ 1,000 | 3,100 | $ 3,100 | ||
Other Contractual | ||||||
Intangibles | ||||||
Cost | 25,600 | 25,600 | 25,600 | |||
Less: accumulated depreciation and amortization | (9,500) | (9,500) | (6,500) | |||
Net | 16,100 | 16,100 | 19,100 | |||
Asset management, fee revenue services, and contracts | ||||||
Intangibles | ||||||
Net | 9,200 | 9,200 | $ 9,200 | |||
Use rights of a parking garage and site improvements | ||||||
Intangibles | ||||||
Net | 6,800 | 6,800 | ||||
Land air rights | ||||||
Intangibles | ||||||
Net | $ 9,500 | $ 9,500 | ||||
General Partner Interest | ||||||
Intangibles | ||||||
Ownership percentage by parent | 1.00% |
Real Estate Investments (Deta44
Real Estate Investments (Details 2) $ in Millions | Sep. 30, 2015USD ($) |
Anticipated Amortization of Lease Intangibles | |
October through December 2015 | $ 0.3 |
2,016 | 1.1 |
2,017 | 1.1 |
2,018 | 0.5 |
2,019 | $ 0.5 |
Real Estate Investments (Deta45
Real Estate Investments (Details 3) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate [Abstract] | ||||
Interest | $ 4.1 | $ 4.8 | $ 13.5 | $ 13.5 |
Real estate taxes | 0.7 | 0.8 | 3.4 | 3.6 |
Overhead | $ 0.1 | $ 0.3 | $ 0.5 | $ 0.6 |
Real Estate Investments (Deta46
Real Estate Investments (Details 4) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015acquisition | Jun. 30, 2015USD ($) | May. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Sale of Real Estate [Line Items] | |||||||
Sales contract price | $ 254,600 | ||||||
Gains on sales of real estate | $ 34,373 | $ 0 | 82,975 | $ 16,167 | |||
Number business combinations closed | acquisition | 2 | ||||||
Impairment related to development | $ 3,100 | 3,128 | 0 | ||||
Net cash proceeds | 250,311 | 33,134 | |||||
Uptown Post Oak | |||||||
Sale of Real Estate [Line Items] | |||||||
Sales contract price | 90,100 | ||||||
Gains on sales of real estate | 34,400 | ||||||
Burnham Pointe | |||||||
Sale of Real Estate [Line Items] | |||||||
Sales contract price | 126,000 | ||||||
Gains on sales of real estate | 48,600 | ||||||
Shady Grove | |||||||
Sale of Real Estate [Line Items] | |||||||
Sales contract price | 38,500 | ||||||
Gains on sales of real estate | $ 0 | ||||||
Net cash proceeds | $ 38,400 | ||||||
Tupelo Alley | |||||||
Sale of Real Estate [Line Items] | |||||||
Sales contract price | 52,900 | ||||||
Gains on sales of real estate | $ 16,200 |
Real Estate Investments (Deta47
Real Estate Investments (Details 5) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Real Estate [Abstract] | ||||
Net income from multifamily communities sold | $ 34.4 | $ 1.7 | $ 83.5 | $ 20.9 |
Less: net income attributable to noncontrolling interest | 0 | 0 | 0 | (7.2) |
Net income attributable to common stockholders | $ 34.4 | $ 1.7 | $ 83.5 | $ 13.7 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)loanentity | Dec. 31, 2014USD ($)entity | |
Variable Interest Entities | ||
Number of variable interest entities | entity | 14 | 15 |
Assets of VIE | $ 1,032.4 | $ 906.9 |
Construction in progress | $ 354.1 | 582.3 |
Minimum | Co-Investment ventures | ||
Variable Interest Entities | ||
Ownership in VIEs (as a percent) | 55.00% | |
Maximum | Co-Investment ventures | ||
Variable Interest Entities | ||
Ownership in VIEs (as a percent) | 100.00% | |
Multifamily community | ||
Variable Interest Entities | ||
Number of VIEs having debt | entity | 12 | |
Construction financing closed by VIEs | $ 587.9 | |
Amount drawn under construction loan | $ 450.9 | |
Construction Loans | ||
Variable Interest Entities | ||
Guarantor Obligations, Number of Loans | loan | 10 | |
Total commitments under guarantee | $ 534.7 | |
Amount outstanding | $ 401.1 | |
Number of non-recourse loans | loan | 2 | |
Construction loan | Minimum | ||
Variable Interest Entities | ||
Percentage guaranteed on loans | 10.00% | |
Construction loan | Maximum | ||
Variable Interest Entities | ||
Percentage guaranteed on loans | 25.00% | |
Operating Real Estate Investment Property, Net | ||
Variable Interest Entities | ||
Assets of VIE | $ 658.9 | $ 282.1 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Other Assets [Line Items] | ||
Notes receivable, net | $ 53,600 | $ 59,800 |
Escrows and restricted cash | 7,600 | 8,000 |
Deferred financing costs, net | 16,000 | 17,400 |
Resident, tenant and other receivables | 18,400 | 14,000 |
Prepaid assets, deposits and other assets | 12,300 | 6,100 |
Investment in unconsolidated real estate joint venture | 0 | 5,000 |
Total other assets | $ 107,939 | $ 110,282 |
Weighted average interest rate on notes receivables (as a percent) | 14.80% | |
Remaining period to scheduled maturity on notes receivables, years | 7 months 13 days | |
Minimum | ||
Other Assets [Line Items] | ||
Notes Receivable, Extension Option Period | 1 year | |
Maximum | ||
Other Assets [Line Items] | ||
Notes Receivable, Extension Option Period | 2 years |
Mortgages and Notes Payable (De
Mortgages and Notes Payable (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)loan | Dec. 31, 2014USD ($) | |
Mortgage loans payable | ||
Mortgages and notes payable | $ 1,438,563 | $ 1,186,481 |
One-month LIBOR | ||
Mortgage loans payable | ||
Monthly LIBOR interest rate at period end | 0.19% | |
Guarantee of Indebtedness of Others | ||
Mortgage loans payable | ||
Current guarantee | $ 75,900 | |
Maximum guarantee | 103,900 | |
Mortgages and notes payable | ||
Mortgage loans payable | ||
Total | 1,435,700 | |
Plus: unamortized adjustments from business combinations | 2,900 | |
Mortgages and notes payable | 1,438,600 | 1,186,500 |
Net consolidated carrying value of real estate that collateralized the mortgage loans payable | 2,500,000 | |
Mortgages and notes payable | Parent | ||
Mortgage loans payable | ||
Total | 374,300 | |
Mortgages and notes payable | 374,300 | 120,200 |
Mortgages and notes payable | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Total | 1,061,400 | 1,062,000 |
Plus: unamortized adjustments from business combinations | 2,900 | 4,300 |
Mortgages and notes payable | 1,064,300 | 1,066,300 |
Construction loan | ||
Mortgage loans payable | ||
Total loan commitment | 641,400 | |
Commitments outstanding | 492,800 | |
Amount available to draw | $ 148,600 | |
Construction loan | Minimum | ||
Mortgage loans payable | ||
Percentage guaranteed on loans | 10.00% | |
Construction loan | Maximum | ||
Mortgage loans payable | ||
Percentage guaranteed on loans | 25.00% | |
Parent company, fixed rate mortgage payable | Mortgages and notes payable | Parent | ||
Mortgage loans payable | ||
Fixed rate mortgages payable | $ 298,400 | 87,200 |
Wtd. Average Interest Rates (as a percent) | 3.88% | |
Parent company, variable construction loan payable, in construction | Construction loan | Parent | ||
Mortgage loans payable | ||
Variable rate mortgages payable | $ 59,600 | 20,600 |
Interest rate base | Monthly LIBOR | |
Interest rate margin (as a percent) | 2.13% | |
Number of loans | loan | 10 | |
Total loan commitment | $ 534,700 | |
Parent company, variable construction loan payable, in construction | Construction loan | Parent | Minimum | ||
Mortgage loans payable | ||
Extension option period | 1 year | |
Percentage guaranteed on loans | 10.00% | |
Parent company, variable construction loan payable, in construction | Construction loan | Parent | Maximum | ||
Mortgage loans payable | ||
Extension option period | 2 years | |
Percentage guaranteed on loans | 25.00% | |
Parent company, variable construction loan payable, in construction, operating | Construction loan | Parent | ||
Mortgage loans payable | ||
Variable rate mortgages payable | $ 16,300 | 12,400 |
Interest rate base | Monthly LIBOR | |
Interest rate margin (as a percent) | 2.08% | |
Co-investment venture, fixed rate mortgages payable | Mortgages and notes payable | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Fixed rate mortgages payable | $ 632,800 | 827,700 |
Wtd. Average Interest Rates (as a percent) | 3.49% | |
Co-investment venture, variable rate mortgage payable | Mortgages and notes payable | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Variable rate mortgages payable | $ 11,700 | 12,000 |
Interest rate base | Monthly LIBOR | |
Interest rate margin (as a percent) | 2.35% | |
Co-investment venture, fixed rate construction loan payable, in construction | Construction loan | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Fixed rate mortgages payable | $ 41,800 | 28,000 |
Wtd. Average Interest Rates (as a percent) | 4.00% | |
Number of loans | loan | 2 | |
Total loan commitment | $ 84,800 | |
Co-investment venture, fixed rate construction loan payable, operating | Construction loan | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Fixed rate mortgages payable | $ 29,200 | 29,000 |
Interest rate margin (as a percent) | 4.31% | |
Co-investment venture, variable rate construction payable, in construction | Construction loan | Parent | Minimum | ||
Mortgage loans payable | ||
Extension option period | 1 year | |
Co-investment venture, variable rate construction payable, in construction | Construction loan | Parent | Maximum | ||
Mortgage loans payable | ||
Extension option period | 2 years | |
Co-investment venture, variable rate construction payable, in construction | Construction loan | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Variable rate mortgages payable | $ 240,500 | 90,400 |
Interest rate base | Monthly LIBOR | |
Interest rate margin (as a percent) | 2.10% | |
Number of loans | loan | 11 | |
Total loan commitment | $ 556,600 | |
Co-investment venture, variable rate construction payable, operating | Construction loan | Consolidated co-investment venture | ||
Mortgage loans payable | ||
Variable rate mortgages payable | $ 105,400 | $ 74,900 |
Interest rate base | Monthly LIBOR | |
Interest rate margin (as a percent) | 2.08% |
Mortgages and Notes Payable (51
Mortgages and Notes Payable (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Contractual principal payments for the five subsequent years and thereafter | ||
Mortgages and notes payable | $ 1,438,563 | $ 1,186,481 |
Mortgages | ||
Contractual principal payments for the five subsequent years and thereafter | ||
October through December 2015 | 2,200 | |
2,016 | 186,100 | |
2,017 | 299,600 | |
2,018 | 501,900 | |
2,019 | 220,500 | |
Thereafter | 225,400 | |
Total | 1,435,700 | |
Add: unamortized adjustments from business combinations | 2,900 | |
Mortgages and notes payable | 1,438,600 | 1,186,500 |
Mortgages | Parent | ||
Contractual principal payments for the five subsequent years and thereafter | ||
October through December 2015 | 1,100 | |
2,016 | 4,700 | |
2,017 | 21,600 | |
2,018 | 213,500 | |
2,019 | 79,500 | |
Thereafter | 53,900 | |
Total | 374,300 | |
Mortgages and notes payable | 374,300 | 120,200 |
Mortgages | Consolidated co-investment venture | ||
Contractual principal payments for the five subsequent years and thereafter | ||
October through December 2015 | 1,100 | |
2,016 | 181,400 | |
2,017 | 278,000 | |
2,018 | 288,400 | |
2,019 | 141,000 | |
Thereafter | 171,500 | |
Total | 1,061,400 | 1,062,000 |
Add: unamortized adjustments from business combinations | 2,900 | 4,300 |
Mortgages and notes payable | $ 1,064,300 | $ 1,066,300 |
Credit Facilities Payable (Narr
Credit Facilities Payable (Narrative) (Details) | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2015USD ($) | Jan. 31, 2015USD ($)community | Sep. 30, 2015USD ($)credit_facility | |
Line of Credit Facility [Line Items] | |||
Number of credit facilities | credit_facility | 2 | ||
One-month LIBOR | |||
Line of Credit Facility [Line Items] | |||
Monthly LIBOR interest rate at period end | 0.19% | ||
Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 150,000,000 | ||
Net carrying value of real estate that collateralized the credit facility | $ 32,000,000 | ||
Percentage of the value of the collateral pool up to which borrowings can be made under the facility | 70.00% | ||
Current borrowing capacity | $ 34,000,000 | ||
Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Borrowing required under the loan | 10,000,000 | ||
Consolidated net worth required to be maintained | 150,000,000 | ||
Consolidated liquidity required to be maintained | $ 15,000,000 | ||
Net operating income of the collateral pool required to be maintained expressed as percentage of the facility debt service cost | 155.00% | ||
Credit Facility | Base rate | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis | base rate | ||
Credit Facility | One-month or three-month LIBOR rate | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis | one-month or three-month LIBOR rate | ||
Credit Facility | One-month LIBOR rate | |||
Line of Credit Facility [Line Items] | |||
Variable rate basis | one-month LIBOR | ||
Applicable margin (as a percent) | 2.16% | ||
Base rate (as a percent) | 0.19% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 400,000,000 | $ 200,000,000 | |
Consolidated net worth required to be maintained | $ 1,160,000,000 | ||
Extension option period | 1 year | ||
Additional capacity available after certain conditions | $ 200,000,000 | ||
Number of multifamily communities pledged | community | 2 | ||
Maximum consolidated total indebtedness to total gross asset value | 65.00% | ||
Minimum adjusted consolidated EBITDA to consolidated fixed charges | 1.50 | ||
Maximum distributions as a percent of funds from operations | 95.00% | ||
Distributions as a percent of funds from operations | 74.00% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Applicable margin (as a percent) | 2.50% | ||
Subsequent Event | Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Real estate additions to collateral pool | $ 119,900,000 | ||
Total available amount under credit facility | $ 108,200,000 | ||
Subsequent Event | Credit Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Applicable margin (as a percent) | 2.08% |
Credit Facilities Payable (Deta
Credit Facilities Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Credit facilities payable | $ 57,000 | $ 10,000 |
Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Credit facilities payable | 30,000 | 10,000 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Credit facilities payable | $ 27,000 | $ 0 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) $ / shares in Units, $ in Thousands | May. 07, 2015USD ($)ownership_interestunitcommunity | Feb. 28, 2014joint_venture | Feb. 28, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | May. 06, 2015 | Dec. 31, 2014USD ($) |
Non-redeemable, Noncontrolling Interests | |||||||
Subsidiary preferred units | $ 2,100 | $ 1,900 | |||||
Non-redeemable noncontrolling interests | 464,680 | 540,747 | |||||
Operating activities | 11,800 | $ 15,900 | |||||
Investing and financing activities | 30,100 | 15,100 | |||||
Total | 41,872 | $ 31,035 | |||||
Total Units | unit | 2,061 | ||||||
Developer CO-JVs | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Percent of noncontrolling interest sold | 37.00% | ||||||
Number of investments sold | joint_venture | 2 | ||||||
Sale of noncontrolling interest | $ 13,200 | ||||||
Decrease in additional paid in capital | $ 800 | ||||||
PGGM Co JVs | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Joint ventures | $ 331,800 | $ 390,500 | |||||
Equity investments - Ownership percentage by parent | 1.00% | ||||||
PGGM Co JVs | Minimum | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Effective NCI (as a percent) | 30.00% | 26.00% | |||||
PGGM Co JVs | Maximum | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Effective NCI (as a percent) | 45.00% | 45.00% | |||||
MW Co-Investment Partner | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Joint ventures | $ 127,000 | $ 144,900 | |||||
Effective NCI (as a percent) | 45.00% | 45.00% | |||||
Annual distribution rate (as a percent) | 12.50% | ||||||
Redemption price of preferred units (in dollars per unit) | $ / shares | $ 500 | ||||||
MW Co-Investment Partner | Minimum | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Number of preferred units issued by subsidiary of joint venture | shares | 121 | ||||||
Redemption premium of preferred units for first year (in dollars per unit) | $ / shares | $ 50 | ||||||
MW Co-Investment Partner | Maximum | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Number of preferred units issued by subsidiary of joint venture | shares | 125 | ||||||
Redemption premium of preferred units for first year (in dollars per unit) | $ / shares | $ 100 | ||||||
Decline in redemption premium of preferred units (in dollars per unit) | $ / shares | $ 25 | ||||||
Developer CO-JVs | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Joint ventures | $ 3,800 | $ 3,400 | |||||
Effective NCI (as a percent) | 0.00% | 0.00% | |||||
PGGM | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Noncontrolling Interest, Number of Interests Acquired | ownership_interest | 6 | ||||||
Number of multifamily communities | community | 6 | ||||||
Number of controlling interests | ownership_interest | 1 | ||||||
Net purchase price | $ 119,800 | ||||||
Payments funded by existing cash balances | 9,800 | ||||||
Payments funded by draws under credit facilities | 110,000 | ||||||
Fee income received from Joint Venture | 1,000 | ||||||
Promoted interest payment | $ 3,500 | ||||||
The District Universal Boulevard | Florida | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 425 | ||||||
Equity investments - Ownership percentage by parent | 55.50% | ||||||
Equity investments - Acquired Interest | 44.50% | ||||||
Equity investments - Post Acquisition | 100.00% | ||||||
Veritas | Nevada | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Effective NCI (as a percent) | 6.50% | ||||||
Total Units | unit | 430 | ||||||
Equity investments - Ownership percentage by parent | 93.50% | 51.90% | |||||
Equity investments - Acquired Interest | 41.60% | ||||||
The Cameron | Maryland | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 325 | ||||||
Equity investments - Ownership percentage by parent | 55.50% | ||||||
Equity investments - Acquired Interest | 44.50% | ||||||
Equity investments - Post Acquisition | 100.00% | ||||||
Skye 2905 | Colorado | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 400 | ||||||
Equity investments - Ownership percentage by parent | 55.50% | ||||||
Equity investments - Acquired Interest | 44.50% | ||||||
Equity investments - Post Acquisition | 100.00% | ||||||
Grand Reserve | Texas | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 149 | ||||||
Equity investments - Ownership percentage by parent | 74.40% | ||||||
Equity investments - Acquired Interest | 25.60% | ||||||
Equity investments - Post Acquisition | 100.00% | ||||||
Stone Gate | Massachusetts | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 332 | ||||||
Equity investments - Ownership percentage by parent | 55.50% | ||||||
Equity investments - Acquired Interest | 44.50% | ||||||
Equity investments - Post Acquisition | 100.00% | ||||||
Jefferson Creekside | Texas | |||||||
Non-redeemable, Noncontrolling Interests | |||||||
Total Units | unit | 444 | ||||||
Debt investment - Ownership percentage by parent | 100.00% | 55.50% | |||||
Debt investment - Acquired Interest | 44.50% |
Noncontrolling Interests (Det55
Noncontrolling Interests (Details 2) - USD ($) $ in Thousands | May. 07, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Redeemable, Noncontrolling Interest | |||
Amount | $ 29,969 | $ 32,012 | |
Payments to acquire interest in joint ventures | $ 59,300 | ||
Developer CO-JVs - Redeemable | |||
Redeemable, Noncontrolling Interest | |||
Amount | $ 30,000 | $ 32,000 | |
Developer CO-JVs - Redeemable | Minimum | |||
Redeemable, Noncontrolling Interest | |||
Effective NCI (as a percent) | 0.00% | 0.00% | |
Put option exercise period | 1 year | ||
Developer CO-JVs - Redeemable | Maximum | |||
Redeemable, Noncontrolling Interest | |||
Effective NCI (as a percent) | 10.00% | 10.00% | |
Nonrecurring basis | |||
Redeemable, Noncontrolling Interest | |||
Total Fair Value | $ 57,800 | ||
Nonrecurring basis | Level 2 | |||
Redeemable, Noncontrolling Interest | |||
Total Fair Value | 57,800 | ||
Nonrecurring basis | Other assets | |||
Redeemable, Noncontrolling Interest | |||
Total Fair Value | 16,600 | ||
Nonrecurring basis | Other assets | Level 2 | |||
Redeemable, Noncontrolling Interest | |||
Total Fair Value | $ 16,600 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 31, 2013vote$ / sharesshares | Sep. 30, 2015$ / sharesshares | Sep. 30, 2014 | Dec. 31, 2014$ / sharesshares |
Capitalization | ||||
Preferred stock, shares issued | shares | 10,000 | 10,000 | ||
Preferred stock, dividend rate, percentage | 7.00% | 7.00% | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, liquidation preference per share | $ 10 | $ 10 | ||
Series A Preferred Stock | Advisor | ||||
Capitalization | ||||
Preferred stock, shares issued | shares | 10,000 | |||
Preferred stock, dividend rate, percentage | 7.00% | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||
Number of voting rights per share | vote | 1 | |||
Preferred stock, liquidation preference per share | $ 10 | |||
Excess percentage preferred stock conversion into common stock | 17.25% | |||
Cumulative required return on issue price of outstanding shares, percentage | 7.00% |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 20,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Share-based compensation expense | $ 1.7 | $ 0.6 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period,years | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance | 254,691 | 245,220 | |
Issued | 467,951 | 9,471 | |
Exercised | (40,690) | 0 | |
Ending balance | 681,952 | 254,691 | |
Weighted-average grant date fair value | $ 9.58 | $ 10.03 | |
Vested in period | 115,296 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period,years | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Issued | 25,746 | 0 | |
Forfeited | (4,878) | 0 | |
Ending balance | 20,868 | 0 | |
Weighted-average grant date fair value | $ 9.21 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) $ / shares in Units, $ in Millions | Sep. 30, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Equity [Abstract] | |||||||||
Declared | $ 12.5 | $ 12.5 | $ 12.5 | $ 14.9 | $ 14.7 | $ 14.6 | $ 37.5 | $ 44.2 | |
Common stock dividends authorized (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.088 | $ 0.087 | $ 0.086 | $ 0.225 | $ 0.261 | |
Daily distribution amount (in dollars per share) | $ 0.000958904 | ||||||||
Annual distribution amount (in dollars per share) | $ 0.35 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2014USD ($)$ / sharesshares | |
Share Redemption Program | |
Number of shares of common stock redeemed | shares | 1,591,952 |
Common stock average redemption share price (in dollars per share) | $ / shares | $ 8.78 |
Common stock, value of redemption properly submitted | $ 14 |
Transition Expenses (Details)
Transition Expenses (Details) - Behringer Harvard Multifamily Advisors I - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 14 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Transition to Self-Management [Line Items] | |||
Transaction to self-management, general transition services fee | $ 7.2 | ||
Payment for general transition services | $ 0.1 | $ 0.4 |
Transition Expenses (Details 2)
Transition Expenses (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Transition to Self-Management [Abstract] | ||||
Special Committee and Company legal and financial advisors | $ 100 | $ 900 | ||
General transition services: Behringer | 200 | 3,000 | ||
General transition services: Other service providers | 100 | 2,200 | ||
General transition services: Expenses related to listing on the NYSE | 600 | 600 | ||
Transition expenses | $ 0 | $ 1,016 | $ 0 | $ 6,666 |
Commitments and Contingencies62
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Commitments | ||
Deferred revenues, primarily lease revenues, net | $ 17,853,000 | $ 18,955,000 |
Commitments to provide affordable housing | ||
Commitments | ||
Reimbursement of annual payments made by the housing authority | 0 | |
Commitments to provide affordable housing | The Gallery At NoHo Commons | ||
Commitments | ||
Level annual payments made by the housing authority | $ 2,000,000 | |
Period during which no reimbursements are made by housing authority, years | 20 years | |
Liability under contract | $ 14,000,000 | |
Deferred revenues, primarily lease revenues, net | 17,200,000 | $ 18,300,000 |
Construction and development contracts | ||
Commitments | ||
Liability under contract | $ 121,100,000 | |
Period in which construction costs are expected to be paid, months | 24 months |
Commitments and Contingencies63
Commitments and Contingencies (Details 2) $ in Millions | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
October 2015 through December 2015 | $ 0.1 |
2,016 | 0.6 |
2,017 | 0.8 |
2,018 | 0.8 |
2,019 | 0.8 |
Thereafter | 4 |
Total | $ 7.1 |
Fair Value of Derivatives and64
Fair Value of Derivatives and Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2015 | |
Fair value of derivatives and financial instruments | ||||
Real estate investment property, fair value | $ 44,400 | |||
Impairment related to development | $ 3,100 | $ 3,128 | $ 0 | |
Nonrecurring basis | ||||
Fair value of derivatives and financial instruments | ||||
Fair value adjustments | $ (3,100) |
Fair Value of Derivatives and65
Fair Value of Derivatives and Financial Instruments (Details 1) - Nonrecurring basis $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | $ 57.8 |
Gain (Loss) | (3.1) |
Construction in progress | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 41.2 |
Gain (Loss) | (3.1) |
Other assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 16.6 |
Gain (Loss) | 0 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 0 |
Level 1 | Construction in progress | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 0 |
Level 1 | Other assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 57.8 |
Level 2 | Construction in progress | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 41.2 |
Level 2 | Other assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 16.6 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 0 |
Level 3 | Construction in progress | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | 0 |
Level 3 | Other assets | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Fair Value | $ 0 |
Fair Value of Derivatives and66
Fair Value of Derivatives and Financial Instruments (Details 2) - Level 2 - Mortgages and notes payable - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Carrying Amount | ||
Fair Value | ||
Mortgages and notes payable | $ 1,438.6 | $ 1,186.5 |
Fair Value | ||
Fair Value | ||
Mortgages and notes payable | $ 1,447.1 | $ 1,199.6 |
Related Party Arrangements (Det
Related Party Arrangements (Details) $ in Millions | Jul. 31, 2013employee | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Fee percent | 0.90% | ||||
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Fee percent | 1.00% | ||||
Behringer Harvard Multifamily Advisors I | |||||
Related Party Transaction [Line Items] | |||||
Number of employees | employee | 0 | ||||
Transition to Self-Management | Behringer Harvard Multifamily Advisors I | |||||
Related Party Transaction [Line Items] | |||||
Acquisition fees credited | $ 0.1 | $ 2.5 | |||
Acquisition and advisory fees | $ 0 | $ 0 | 0 | 4.4 | |
Property management fees | 0 | 0 | 0 | 11.3 | |
Debt financing fees | 0 | 0.8 | 0.2 | 1.1 | |
Asset management fees | 0 | 0 | 0 | 3.8 | |
Administrative expense reimbursements | 0 | 0 | 0 | 0.9 | |
Shareholder services | $ 0 | $ 0.4 | $ 0 | $ 0.4 |
Supplemental Disclosures of C68
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of amounts capitalized of $13.5 million in 2015 and 2014 | $ 21.4 | $ 15.6 |
Interest capitalized | 13.5 | 13.5 |
Non-cash investing and financing activities: | ||
Consolidation of controlling interest | 5 | 0 |
Transfer of real estate from construction in progress to operating real estate | 387.9 | 233 |
Stock issued pursuant to our DRIP | 0 | 20.5 |
Distributions payable - regular | 12.5 | 4.9 |
Construction costs and other related payables | $ 46.8 | $ 94.1 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - $ / shares | Nov. 04, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsequent Event [Line Items] | |||||||||
Common stock dividends authorized (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.075 | $ 0.088 | $ 0.087 | $ 0.086 | $ 0.225 | $ 0.261 | |
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock dividends authorized (in dollars per share) | $ 0.075 |