Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'CCG | ' |
Entity Common Stock, Shares Outstanding | ' | 64,714,826 |
Entity Registrant Name | 'Campus Crest Communities, Inc. | ' |
Entity Central Index Key | '0001490983 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment in real estate, net: | ' | ' |
Student housing properties | $750,936 | $716,285 |
Accumulated depreciation | -108,214 | -102,356 |
Development in process | 121,353 | 91,184 |
Investment in real estate, net | 764,075 | 705,113 |
Investment in unconsolidated entities | 359,301 | 324,838 |
Cash and cash equivalents | 14,332 | 32,054 |
Restricted cash | 20,768 | 32,636 |
Student receivables, net of allowance for doubtful accounts of $921 and $539, respectively | 2,655 | 2,825 |
Cost and earnings in excess of construction billings | 40,641 | 42,803 |
Other assets, net | 49,128 | 42,410 |
Total assets | 1,250,900 | 1,182,679 |
Liabilities: | ' | ' |
Mortgage and construction loans | 223,746 | 205,531 |
Line of credit and other debt | 265,300 | 207,952 |
Accounts payable and accrued expenses | 65,394 | 62,448 |
Construction billings in excess of cost and earnings | 168 | 600 |
Other liabilities | 14,342 | 11,167 |
Total liabilities | 568,950 | 487,698 |
Commitments and contingencies | 0 | 0 |
Equity: | ' | ' |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: 8.00% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 6,100,000 shares issued and outstanding at March 31, 2014 and December 31, 2013 | 61 | 61 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 64,487,562 and 64,502,430 shares issued and outstanding on March 31, 2014 and December 31, 2013, respectively | 645 | 645 |
Additional common and preferred paid-in capital | 774,573 | 773,896 |
Accumulated deficit and distributions | -96,772 | -84,143 |
Accumulated other comprehensive loss | -1,070 | -71 |
Total Campus Crest Communities, Inc. stockholders' equity | 677,437 | 690,388 |
Noncontrolling interests | 4,513 | 4,593 |
Total equity | 681,950 | 694,981 |
Total liabilities and equity | $1,250,900 | $1,182,679 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Allowance for doubtful accounts receivable (in dollars) | $921 | $539 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred Stock Dividend Rate Percentage | 8.00% | 8.00% |
Preferred stock, liquidation preference per share | $25 | $25 |
Preferred stock, shares issued | 6,100,000 | 6,100,000 |
Preferred stock, shares outstanding | 6,100,000 | 6,100,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 64,487,562 | 64,502,430 |
Common stock, shares outstanding | 64,487,562 | 64,502,430 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Student housing rental | $23,635 | $20,748 |
Student housing services | 973 | 824 |
Development, construction and management services | 7,436 | 11,427 |
Total revenues | 32,044 | 32,999 |
Operating expenses: | ' | ' |
Student housing operations | 10,613 | 9,690 |
Development, construction and management services | 6,394 | 10,658 |
General and administrative | 3,506 | 2,651 |
Transaction costs | 585 | 385 |
Ground leases | 117 | 54 |
Depreciation and amortization | 6,980 | 5,678 |
Total operating expenses | 28,195 | 29,116 |
Equity in earnings of unconsolidated entities | 319 | 410 |
Operating income | 4,168 | 4,293 |
Nonoperating income (expense): | ' | ' |
Interest expense | -3,376 | -2,884 |
Other income | 66 | 36 |
Total nonoperating expense, net | -3,310 | -2,848 |
Net income before income tax benefit | 858 | 1,445 |
Income tax benefit | 190 | 452 |
Income from continuing operations | 1,048 | 1,897 |
Income from discontinued operations | 0 | 270 |
Net income | 1,048 | 2,167 |
Dividends on preferred stock | 3,050 | 1,150 |
Net income (loss) attributable to noncontrolling interests | -15 | 11 |
Net income (loss) attributable to common stockholders | -1,987 | 1,006 |
Per share data - basic and diluted | ' | ' |
Income (loss) from continuing operations attributable to common stockholders | ($0.03) | $0.01 |
Income from discontinued operations attributable to common shareholders | $0 | $0.01 |
Net income (loss) per share attributable to common stockholders | ($0.03) | $0.02 |
Weighted-average common shares outstanding: | ' | ' |
Basic | 64,495 | 46,156 |
Diluted | 64,929 | 46,591 |
Condensed consolidated statements of comprehensive income (loss): | ' | ' |
Net income | 1,048 | 2,167 |
Foreign currency translation | -992 | 0 |
Change in fair value of interest rate derivatives | 0 | 59 |
Comprehensive income attributable to common stockholders | 56 | 2,226 |
Net income (loss) attributable to noncontrolling interests | -15 | 11 |
Foreign currency translation and change in fair value of interest rate derivatives attributable to noncontrolling interest | 7 | 0 |
Dividends on preferred stock | 3,050 | 1,150 |
Comprehensive income (loss) attributable to common stockholders | ($2,986) | $1,065 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT) (USD $) | Total | Series A Cumulative Redeemable Preferred Stock [Member] | Common Stock [Member] | Additional Common and Preferred Paid-in Capital [Member] | Accumulated Deficit and Distributions [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Stockholders Equity [Member] | Noncontrolling Interests [Member] |
In Thousands | ||||||||
Balance at Dec. 31, 2013 | $694,981 | $61 | $645 | $773,896 | ($84,143) | ($71) | $690,388 | $4,593 |
Amortization of restricted stock awards and operating partnership units | 677 | 0 | 0 | 677 | 0 | 0 | 677 | 0 |
Dividends on preferred stock | -3,050 | 0 | 0 | 0 | -3,050 | 0 | -3,050 | 0 |
Dividends on common stock | -10,642 | 0 | 0 | 0 | -10,642 | 0 | -10,642 | 0 |
Dividends to noncontrolling interests | -72 | 0 | 0 | 0 | 0 | 0 | 0 | -72 |
Foreign currency translation | -992 | 0 | 0 | 0 | 0 | -999 | -999 | 7 |
Net income | 1,048 | 0 | 0 | 0 | 1,063 | 0 | 1,063 | -15 |
Balance at Mar. 31, 2014 | $681,950 | $61 | $645 | $774,573 | ($96,772) | ($1,070) | $677,437 | $4,513 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net income | $1,048 | $2,167 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 6,980 | 5,678 |
Depreciation included in discontinued operations | 0 | 761 |
Amortization of deferred financing costs and debt discount | 665 | 358 |
Provision for bad debts | 403 | 343 |
Proceeds received for business interruption insurance | 725 | 0 |
Equity in earnings of unconsolidated entities | -319 | -410 |
Distributions of accumulated earnings from unconsolidated entities | 0 | 85 |
Share-based compensation expense | 677 | 576 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | -216 | 452 |
Student receivables | -396 | -48 |
Construction billings | 1,730 | -2,929 |
Accounts payable and accrued expenses | -6,657 | 514 |
Other | -2,356 | -4,080 |
Net cash provided by operating activities | 2,284 | 3,467 |
Investing activities: | ' | ' |
Investments in development in process | -29,016 | -23,718 |
Investments in student housing properties | -1,295 | -1,977 |
Acquisition of student housing properties | 0 | -13,801 |
Acquisition of previously unconsolidated entity, net of cash acquired | -7,661 | 0 |
Investments in unconsolidated entities | -41,382 | -139,051 |
Insurance proceeds received for damaged assets | 590 | 0 |
Issuance of notes receivable | 0 | -36,245 |
Capital distributions from unconsolidated entities | 4,333 | 389 |
Purchase of corporate fixed assets | -1,912 | -1,265 |
Change in restricted cash | 12,084 | -109,109 |
Net cash used in investing activities | -64,259 | -324,777 |
Financing activities: | ' | ' |
Proceeds from mortgage and construction loans | 2,001 | 7,736 |
Repayments of mortgage and construction loans | -608 | -12,935 |
Proceeds from line of credit and other debt | 72,500 | 58,000 |
Repayments of line of credit and other debt | -15,300 | -17,800 |
Debt issuance costs | -575 | -256 |
Dividends paid to preferred stockholders | -3,050 | -1,150 |
Dividends paid to common stockholders | -10,643 | -6,167 |
Dividends to noncontrolling interests | -72 | -72 |
Proceeds from sale of common stock | 0 | 312,743 |
Payment of offering costs | 0 | -13,036 |
Net cash provided by financing activities | 44,253 | 327,063 |
Net change in cash and cash equivalents | -17,722 | 5,753 |
Cash and cash equivalents at beginning of period | 32,054 | 5,970 |
Cash and cash equivalents at end of period | 14,332 | 11,723 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest, net of amounts capitalized | 3,357 | 1,909 |
Cash paid for income taxes | 376 | 93 |
Non-cash investing and financing activity: | ' | ' |
Common and preferred stock dividends declared but not paid | 13,763 | 11,850 |
Change in payables related to dividends to common and preferred stockholders and noncontrolling interest | -2 | 4,461 |
Insurance proceeds receivable related to damaged assets | 485 | 0 |
Change in payables related to capital expenditures | 9,112 | -2,040 |
Assumption of mortgage debt related to purchase of previously unconsolidated entities | 16,822 | 0 |
Change in payables related to investment in unconsolidated entities | $0 | $4,146 |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | |||||||
1. Organization and Description of Business | ||||||||
Campus Crest Communities, Inc., together with its subsidiaries, referred to herein as the “Company,” “we,” “us,” “our,” and “Campus Crest,” is a self-managed, self-administered and vertically-integrated real estate investment trust (“REIT”) focused on developing, building, owning and managing a diversified portfolio of high-quality, residence life focused student housing properties. We currently own the sole general partner interest and own limited partner interests in Campus Crest Communities Operating Partnership, LP (the “Operating Partnership”). We hold substantially all of our assets, and conduct substantially all of our business, through the Operating Partnership. | ||||||||
We have made an election to qualify, and we believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, we generally will not be subject to U.S. federal income tax to the extent that we meet the organizational and operational requirements and our distributions equal or exceed 90.0% of REIT taxable income. For all periods subsequent to the REIT election, we have met the organizational and operational requirements and distributions have exceeded net taxable income. | ||||||||
We have made the election to treat Campus Crest TRS Holdings, Inc. ("TRS Holdings"), our wholly-owned subsidiary, as a taxable REIT subsidiary (“TRS”). TRS Holdings holds the development, construction and management companies that provide services to entities in which we do not own 100% of the equity interests. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes. | ||||||||
As of March 31, 2014, we had ownership interests in 41 operating student housing Grove properties containing approximately 8,153 apartment units and 22,309 beds. Thirty-two of our Grove properties are wholly-owned and nine of our Grove properties are owned through joint ventures with Harrison Street Real Estate Capital ("HSRE") or with HSRE and Brandywine Realty Trust ("Brandywine"). As of March 31, 2014, we also owned interests in 28 operating student housing Copper Beech properties containing approximately 5,047 units and 13,177 beds, and one wholly owned re-development property containing approximately 382 units and 629 beds. Our portfolio consists of the following: | ||||||||
Properties in | Properties Under | |||||||
Operation | Construction(1) | |||||||
Wholly owned Grove properties | 32 | 4 | ||||||
Joint Venture Grove properties | 9 | 2 | ||||||
Total Grove Properties | 41 | 6 | ||||||
Joint Venture evo properties | - | 3 | ||||||
CB Portfolio | 28 | 1 | ||||||
Total Portfolio(2) | 69 | 10 | ||||||
-1 | For delivery in the 2014-2015 academic year, consolidated entities under construction include The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Gainesville, Florida, and The Grove at Mt. Pleasant, Michigan. For delivery in the 2014-2015 academic year, joint venture properties under construction include evo at Cira Centre South, Pennsylvania, The Grove at Louisville, Kentucky, The Grove at Greensboro, North Carolina, evo à Square Victoria, Montreal, and evo à Sherbrooke, Montreal. We also have an interest in a Copper Beech property under construction, Copper Beech at Ames. | |||||||
-2 | The re-development of our 100% owned property in Toledo, OH, which was acquired in March 2013, is excluded. We expect to announce more details on the redevelopment in 2014. | |||||||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies [Text Block] | ' | |
2. Summary of Significant Accounting Policies | ||
Basis of Presentation | ||
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as well as instructions to Form 10-Q, and represent our financial position, results of operations and cash flows. Third party equity interests in the Operating Partnership are reflected as noncontrolling interests in our condensed consolidated financial statements. We also have interests in unconsolidated real estate ventures which have ownership in several property owning entities that are accounted for under the equity method. All significant intercompany balances and transactions have been eliminated. | ||
The unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission. The results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or the full year. Certain prior period amounts have been reclassified to conform to the current period presentation primarily related to discontinued operations associated with asset dispositions. | ||
Use of Estimates | ||
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant assumptions and estimates are used by management in recognizing construction and development revenue under the percentage of completion method, useful lives of student housing properties, valuation of investment in real estate, valuation allowance on deferred tax assets, initial valuation and underlying allocation of purchase price to newly acquired student housing properties, determination of fair value for impairment assessments, and fair value of financial assets and liabilities, including derivatives, fair value of the debt and equity components of the exchangeable notes at the date of issuance and allowance for doubtful accounts. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically and the effect of such revisions are reflected prospectively in the period in which they occur. | ||
Investments in Real Estate and Depreciation | ||
Investment in real estate is recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over a period equal to the shorter of the life of the improvement or the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: | ||
Land improvements | 15 years | |
Buildings and leasehold improvements | 10-40 years | |
Furniture, fixtures and equipment | 2-15 years | |
The cost of buildings and improvements includes all pre-development, entitlement and project costs directly associated with the development and construction of a real estate project, which include interest, property taxes and the amortization of deferred financing costs recognized while the project is under construction, as well as certain internal costs related to the development and construction of our student housing properties. All costs are capitalized as development in process until the asset is ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $1.9 million and $0.6 million was capitalized during the three months ended March 31, 2014 and 2013, respectively. | ||
We capitalize costs during the development of assets beginning with the determination that development of a future asset is probable until the asset, or a portion of the asset, is delivered and is ready for its intended use. During development efforts we capitalize all direct costs and indirect costs that have been incurred as a result of the development. These costs include interest, related loan fees and property taxes as well as other direct and indirect costs. We capitalize interest costs for debt incurred for project specific financing and for capital contributions to equity method investees who utilize such funds for construction-related activities. Indirect project costs, which include personnel and office and administrative costs that are clearly associated with our development and redevelopment efforts, are capitalized. Indirect costs not clearly related to acquisition, development, redevelopment and construction activity, including general and administrative expenses, are expensed in the period incurred. Capitalized indirect costs associated with our development activities were $3.3 million and $2.1 million for the three ended March 31, 2014 and 2013, respectively. All such costs are capitalized as development in process until the asset is delivered and ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences. | ||
Pre-development costs are capitalized when they are directly identifiable with the specific property and would be capitalized if the property were already acquired and acquisition of the property or an option to acquire the property is probable. Capitalized pre-development costs are expensed when management believes it is no longer probable that a contract will be executed and/or construction will commence. Because we frequently incur these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, we bear the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or if we are unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects where we have not yet acquired the target property or where we have not yet commenced construction on a periodic basis and expenses any pre-development costs related to projects whose current status indicates the acquisition or commencement of construction is not probable. Such write-offs are included within development, construction, and management services in the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of March 31, 2014 and December 31, 2013, we had deferred approximately $11.9 million and $10.5 million, respectively, in pre-development costs related to development projects for which construction has not commenced. Included within the March 31, 2014 balance were costs associated with nine land parcels that could be used for the development of nine properties (within either our wholly-owned portfolio or as contributions to joint venture projects) with an aggregate bed count ranging from approximately 4,300 to 4,700. Such costs are included in development in process on the accompanying condensed consolidated balance sheets. | ||
Management assesses whether there has been impairment in the value of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of investment in real estate is measured by a comparison of the carrying amount of a student housing property to the estimated future undiscounted cash flows expected to be generated by the property. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of the property. The estimation of future undiscounted cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment reducing the carrying value of our long-lived assets could occur in the future period in which conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is recorded as an impairment charge. Fair value is determined based upon the discounted cash flows of the property, quoted market prices or independent appraisals, as considered necessary. | ||
Property Acquisitions | ||
We allocate the purchase price of acquired properties to net tangible and identified intangible assets and liabilities based on relative fair values of these assets and liabilities. Fair value estimates are based on information obtained from independent appraisals, market data, information obtained during due diligence and information related to the marketing and leasing at the specific property. The value of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, net of variable operating expenses. The value of in-place leases is amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The purchase price of property acquisitions is not expected to be allocated to tenant relationships, considering the terms of the leases and the expected levels of renewals. Acquisition-related costs such as due diligence, legal, accounting and advisory fees are either expensed as incurred for acquisitions that are consolidated or capitalized for acquisitions accounted for under the equity method of accounting. | ||
Ground Leases | ||
Ground lease expense is recognized on a straight-line basis over the term of the related lease. | ||
Cash, Cash Equivalents, and Restricted Cash | ||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash is excluded from cash for the purpose of preparing the condensed consolidated statements of cash flows. We maintain cash balances in various banks. At times our balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). We do not believe this presents significant exposure for our business. | ||
Restricted cash includes escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. In certain instances, restricted cash consists of funds, required by a counter-party to our derivative contracts, to serve as collateral for future settlements of those derivative contracts. At March 31, 2014 and December 31, 2013, we held approximately $15.6 million and $28.2 million, respectively, with a qualified intermediary to facilitate a tax deferred Section 1031 like-kind exchange in conjunction with the disposition of four properties. Our funds in escrow are typically held in interest bearing accounts covered under FDIC insurance subject to applicable limits. | ||
Deferred Financing Costs | ||
We defer costs incurred in obtaining financing and amortize the costs using the straight-line method, which approximates the effective interest method, over the expected terms of the related loans. Upon repayment of the underlying debt agreement, any unamortized costs are charged to earnings. Deferred financing costs, net of accumulated amortization, are included in other assets, net in the accompanying condensed consolidated balance sheets. | ||
Noncontrolling Interests | ||
Noncontrolling interests represent the portion of equity in our consolidated subsidiaries which is not attributable to the stockholders. Accordingly, noncontrolling interests are reported as a component of equity, separate from stockholders’ equity, in the accompanying condensed consolidated balance sheets. On the condensed consolidated statements of operations and comprehensive income (loss), operating results are reported at their consolidated amounts, including both the amount attributable to us and to noncontrolling interests. | ||
Real Estate Ventures | ||
We hold interests in our properties, both under development and in operation, through interests in both consolidated and unconsolidated real estate ventures. We assess our investments in real estate ventures to determine if a venture is a variable interest entity (“VIE”). Generally, an entity is determined to be a VIE when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with disproportionately small voting interest. We consolidate entities that are VIEs and for which we are determined to be the primary beneficiary. In instances where we are not the primary beneficiary, we do not consolidate the entity for financial reporting purposes. The primary beneficiary is the entity that has both (1) the power to direct the activities that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Entities that are not defined as VIEs are consolidated where we are the general partner (or the equivalent) and the limited partners (or the equivalent) in such investments do not have rights which would preclude control. | ||
For entities where we are the general partner (or the equivalent), but do not control the real estate venture, as the other partners (or the equivalent) hold substantive participating rights, we use the equity method of accounting. For entities where we are a limited partner (or the equivalent), management considers factors such as ownership interest, voting control, authority to make decisions and contractual and substantive participating rights of the partners (or the equivalent) to determine if the presumption that the general partner controls the entity is overcome. In instances where these factors indicate we control the entity, we consolidate the entity; otherwise we account for our investments using the equity method of accounting. | ||
Under the equity method, investments are initially recognized in the balance sheet at cost and are subsequently adjusted to reflect our proportionate share of net earnings or losses of the entity, distributions received, contributions and certain other adjustments, as appropriate. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated entities. When circumstances indicate there may have been a loss in value of an equity method investment below its carrying value, and we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the investment at fair value. | ||
Segments | ||
We define business segments by their distinct customer base and services provided. We have identified two reportable business segments: (i) student housing operations and (ii) development, construction and management services. We evaluate the performance of our operating segments based on operating income. All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing our two reportable operating segments. | ||
Student Housing Revenue | ||
Students are required to execute lease contracts with payment schedules that vary from annual to monthly payments. We recognize revenues on a straight-line basis over the term of the lease contracts. Generally, each executed contract is required to be accompanied by a signed parental guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues and included in other liabilities on the accompanying condensed consolidated balance sheets. Service revenue is recognized when earned. | ||
Development, Construction and Management Services | ||
Development and construction service revenue is recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs. For the purpose of applying this method, significant estimates are necessary to determine the percentage of completion as of the balance sheet date. This method is used because management considers total cost to be the best measure of progress toward completion of the contract. Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. | ||
Development and construction service revenue is recognized for contracts with entities we do not consolidate. For projects where revenue is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net profit ultimately recognized on those projects. Profit derived from these projects is eliminated to the extent of our interest in the unconsolidated entity. Any incentive fees, net of the impact of our ownership interest if the entity is unconsolidated, are recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third party. When total development or construction costs at completion exceed the fixed price set forth within the related contract, such cost overruns are recorded as additional investment in the unconsolidated entity. Entitlement fees and arrangement fees, where applicable, are recognized when earned based on the terms of the related contracts. | ||
Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria are met. | ||
Allowance for Doubtful Accounts | ||
Allowances for student receivables are maintained to reduce our receivables to the amount that management estimates to be collectible, which approximates fair value. The allowance is estimated based on past due balances not received on contractual terms, as well as historical collections experience and current economic and business conditions. When management has determined that receivables are uncollectible, they are written off against the allowance for doubtful accounts. Recoveries of accounts previously written off are recorded when received. | ||
Derivative Instruments and Hedging Activities | ||
We enter into interest rate cap and interest rate swap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted to be borrowed, under credit facilities. These contracts effectively exchange existing or forecasted obligations to pay interest based on floating rates for obligations to pay interest based on fixed rates. | ||
All derivative instruments are recognized as either assets or liabilities on the condensed consolidated balance sheets at their respective fair values. Changes in fair value are recognized either in earnings or as other comprehensive income (loss), depending on whether the derivative has been designated as a cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the exposure being hedged and how effective the derivative is at offsetting movements in underlying exposure. We discontinue hedge accounting when: (i) we determine that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. In situations in which hedge accounting is not initially designated, or is discontinued and a derivative remains outstanding, gains and losses related to changes in the fair value of the derivative instrument are recorded in current period earnings as a component of other income (loss) line item on the accompanying condensed consolidated statements of operations and comprehensive income (loss). Also included within this line item are any required monthly settlements on the swaps as well as any cash settlements paid. | ||
Income Taxes | ||
We have made an election to qualify, and believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code. Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our stock. We believe that we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT. | ||
As a REIT, we generally will not be subject to U.S. federal and state income tax on taxable income that we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and generally will be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could materially and adversely affect us, including our ability to make distributions to our stockholders in the future. | ||
We have made the election to treat TRS Holdings, our subsidiary which holds our development, construction and management companies that provide services to entities in which we do not own 100% of the equity interests, as a TRS. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes. Our TRS accounts for its income taxes in accordance with U.S. GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred tax assets and liabilities of the TRS entities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse. | ||
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not (a likelihood of more than 50 percent) to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when we subsequently determined that a tax position no longer met the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited. | ||
Comprehensive Income (Loss) | ||
Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss), which consists of unrealized gains (losses) on derivative instruments and foreign currency translation adjustments. Comprehensive income (loss) is presented in the accompanying condensed consolidated statements of operations and comprehensive income (loss), and accumulated other comprehensive income (loss) is displayed as a separate component of stockholders’ equity. | ||
Stock-Based Compensation | ||
We grant restricted stock and restricted OP Unit awards that typically vest over either a three or five year period. A restricted stock or OP Unit award is an award of shares of our common stock or OP Units that are subject to restrictions on transferability and other restrictions determined by our compensation committee at the date of grant. A grant date is established for a restricted stock award or restricted OP Unit award upon approval from our compensation committee and Board of Directors. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as our compensation committee may determine. Except to the extent restricted under the award agreement, a participant awarded restricted stock or OP Units has all the rights of a stockholder or OP Unit holder as to these shares or units, including the right to vote and the right to receive dividends or distributions on the shares or units. The fair value of the award is determined based on the market value of our common stock on the grant date and is recognized on a straight-line basis over the applicable vesting period for the entire award with cost recognized at the end of any period being at least equal to the shares that were then vested. | ||
Foreign Currency | ||
Transactions denominated in foreign currencies are recorded in local currency at actual exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet dates are reported at the rates of exchange prevailing at those dates. Any gains or losses arising on monetary assets and liabilities from a change in exchange rates subsequent to the date of the transaction have been included in costs and expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2014, we had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2014 were not significant. | ||
The financial statements of certain equity method investees and certain foreign subsidiaries are translated from their respective functional currencies into U.S. dollars using current and historical exchange rates. Translation adjustments resulting from this process are reported separately and accumulated as a component of accumulated other comprehensive income (loss) in stockholders' equity (deficit) in the accompanying condensed consolidated balance sheets. Upon sale or liquidation of our investments, the translation adjustment would be reported as part of the gain or loss on sale or liquidation. During the three months ended March 31, 2014, we recognized a foreign currency translation loss of approximately $1.0 million related to our investment in CSH Montreal LP in the accompanying condensed consolidated statements of comprehensive income (loss). | ||
Insurance Recoveries | ||
Insurance recoveries are amounts due or received under our applicable insurance policies for asset damage and business interruption relating to the previously disclosed fire at The Grove at Pullman, Washington. Business interruption recovery is recorded when realized and included as a reduction within student housing operations expenses within the condensed consolidated statements of operations. For the three months ended March 31, 2014, we recognized approximately $0.6 million of business interruption recovery. | ||
Recent Accounting Pronouncements | ||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)." This ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain situations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated financial statements. | ||
In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU provides guidance on releasing cumulative translation adjustments to net income when an entity ceases to have a controlling financial interest in a subsidiary or business within a foreign entity. The cumulative translation adjustments should be released only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resides. This ASU is effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated financial statements. | ||
In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405); Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed as the sum of the amount the entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the entity expects to pay on behalf of its co-obligors. The new standard is effective for fiscal years ending after December 15, 2013 and interim and annual periods thereafter. ASU 2013-04 is to be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements. | ||
In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the threshold for disclosing discontinued operations and the related disclosure requirements. Pursuant to ASU 2014-08, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements. | ||
Student_Housing_Properties
Student Housing Properties | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Real Estate [Abstract] | ' | |||||||
Real Estate Disclosure [Text Block] | ' | |||||||
3. Student Housing Properties | ||||||||
The following is a summary of our student housing properties, net for the periods presented (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 63,117 | $ | 58,439 | ||||
Buildings and improvements | 624,755 | 597,141 | ||||||
Furniture, fixtures and equipment | 63,064 | 60,705 | ||||||
750,936 | 716,285 | |||||||
Less: accumulated depreciation | -108,214 | -102,356 | ||||||
$ | 642,722 | $ | 613,929 | |||||
In January 2014, we acquired the outstanding 80% interest in The Grove at Denton, Texas, from HSRE resulting in an increase to our student housing properties (see Note 4). | ||||||||
Business_Acquisitions
Business Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
4. Business Acquisitions | |||||
Denton, Texas Acquisition | |||||
In January 2014, we acquired from HSRE their 80% ownership interest in HSRE IV, in which we previously held a 20% interest and which owns The Grove at Denton, Texas, for approximately $7.7 million as we believe this property to be allowed with our inventory strategy. Prior to the acquisition of this interest, we accounted for our ownership interest in the property under the equity method. In connection with evaluating our investment in HSRE IV for impairment as of December 31, 2013, we recognized a loss of approximately $0.3 million for the other than temporary decline in value of our previously held equity interest in the property. The acquisition date fair value of the Company’s equity interest in HSRE IV immediately before the acquisition of the remaining interest in HSRE IV was $1.9 million based on the purchase price of the transaction. Subsequent to our acquisition of this interest, we consolidated the balance sheet and results of operations of The Grove at Denton, Texas. Since the acquisition date, the acquired property has contributed a total of $0.7 million in revenue and $0.1 million in earnings for the quarter ended March 31, 2014. | |||||
The following table is a preliminary allocation of the purchase price and all amounts are subject to the completion of our allocation analysis and final valuations (in thousands): | |||||
Land | $ | 4,678 | |||
Buildings and improvements | 18,481 | ||||
Furniture, fixtures and equipment | 2,240 | ||||
In-place leases | 1,494 | ||||
Other | -495 | ||||
Fair value of debt at acquisition | -16,822 | ||||
9,576 | |||||
Less estimated fair value of interest owned prior to acquisition | -1,915 | ||||
$ | 7,661 | ||||
Investments_in_Unconsolidated_
Investments in Unconsolidated Entities | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures Disclosure [Text Block] | ' | ||||||||||||||||||||||||||
5. Investment in Unconsolidated Entities | |||||||||||||||||||||||||||
We have investments in real estate ventures with HSRE, the former members (the “CB Investors”) of Copper Beech Townhome Communities, LLC ("CBTC") and Copper Beech Townhome Communities (PA), LLC (“CBTC PA,” together with CBTC, "Copper Beech"), and Beaumont Partners SA (“Beaumont”) that we do not consolidate. These joint ventures are engaged primarily in developing, constructing, owning and managing student housing properties. Both we and our joint venture partners hold joint approval rights for major decisions, including those regarding property acquisition and disposition as well as property operation. As such, we have significant influence but not control in these joint ventures and account for them under the equity method of accounting. | |||||||||||||||||||||||||||
We act as the operating member and day-to-day manager for our investments with HSRE and Beaumont and earn fees for these management services. Additionally, we provide development and construction services to our ventures with HSRE, Copper Beech and Beaumont and recognize fees as the services are performed. | |||||||||||||||||||||||||||
In January 2014, CSH Montreal LP (“CSH Montreal”), our joint venture with Beaumont, acquired ownership of HIM Holdings LP (“HIM Holdings”), an entity formed to facilitate the acquisition of the Holiday Inn Midtown in Montréal, Québec for approximately CAD 65 million ($58.6 million). CSH Montreal intends to convert the property into an upscale evo student housing tower near McGill University. In connection with the acquisition of the Holiday Inn property, we increased our ownership interest from 20.0% to 35.0% in CSH Montreal, the joint venture that holds the evo à Sherbrooke (Holiday Inn Midtown) and the previously announced evo à Square Victoria. In January 2014, with the acquisition of the Holiday Inn Midtown property, we provided CAD 16.0 million ($14.4 million) of preferred bridge equity financing to CSH Montreal. If our preferred equity is not repaid in full on or prior to September 2, 2014, it will effectively convert to a common interest in CSH Montreal, which would result in us holding a 60.54% interest in CSH Montreal (while Beaumont and its partners would own the remaining 39.46% interest in CSH Montreal). | |||||||||||||||||||||||||||
In conjunction with the Holiday Inn Midtown acquisition, CSH Montreal entered into a CAD 112.0 million ($100.9 million) acquisition and development credit facility to help fund the conversion of both hotels into upscale student housing towers. The credit facility provides for variable interest-only payments at the higher of the Canadian Prime rate, which was 3.00% at March 31, 2014, plus a weighted average spread of 3.37% or the Canadian Dealer Offered Rate (“CDOR”), which was 1.23% at March 31, 2014, plus a weighted average spread of 4.37% through its maturity date on January 13, 2016. This facility has one twelve-month extension option, subject to lender approval. | |||||||||||||||||||||||||||
In January 2014, we amended and restated the HSRE-Campus Crest I, LLC operating agreement, which had the effect of exchanging our preferred interests in The Grove at San Angelo, Texas, and The Grove at Conway, Arkansas, for additional membership interests in HSRE-Campus Crest I, LLC, effectively increasing our equity investment in the joint venture to 63.9% from 49.9%. HSRE-Campus Crest I, LLC owns The Grove at San Angelo, Texas, The Grove at Lawrence, Kansas, and The Grove at Conway, Arkansas. In the event the joint venture is sold, the partners will share equally in the net proceeds. There were no other material changes to the agreement. | |||||||||||||||||||||||||||
We are the guarantor of the construction and mortgage debt or credit facilities of our joint ventures with HSRE and Beaumont. Details of our unconsolidated investments at March 31, 2014 are presented in the following table (dollars in thousands): | |||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||||
Number of Properties | Average | ||||||||||||||||||||||||||
Our | Year | In | Under | Our Total | Amount | Interest | |||||||||||||||||||||
Unconsolidated Entities | Ownership | Founded | Operation | Development | Investment | Outstanding | Rate | Maturity Date / Range | |||||||||||||||||||
HSRE-Campus Crest I, LLC | 63.9 | % | 2009 | 3 | - | $ | 10,578 | $ | 32,485 | 2.65 | -1% | 2/9/15 | |||||||||||||||
HSRE-Campus Crest V, LLC | 10 | % | 2011 | 3 | - | 3,426 | 49,614 | 2.87 | -1% | 12/20/2014 – 01/05/2015 | |||||||||||||||||
HSRE-Campus Crest VI, LLC | 20 | % | 2012 | 3 | - | 13,527 | 32,998 | 2.52 | -1% | 5/08/2015 – 12/19/2015 | |||||||||||||||||
HSRE-Campus Crest IX, LLC | 30 | % | 2013 | - | 1 | 18,573 | 23,795 | 2.35 | -1% | 7/25/16 | |||||||||||||||||
HSRE-Campus Crest X, LLC | 30 | % | 2013 | - | 2 | 9,389 | 9,224 | 2.33 | -1% | 9/06/2016-9/30/2018 | |||||||||||||||||
CB Portfolio | 67 | -3% | 2013 | 28 | - | 254,252 | 390,936 | 5.65 | -1% | 6/01/2014 – 10/01/2020 | |||||||||||||||||
CB Ames | 67 | % | 2013 | - | 1 | 11,758 | - | n/a | n/a | ||||||||||||||||||
CSH Montreal LP | 35 | -4% | 2013 | - | 2 | 36,238 | 61,831 | 6.37 | -1% | 1/13/16 | |||||||||||||||||
Other | 20 | % | 2013 | - | - | 1,560 | - | n/a | n/a | ||||||||||||||||||
Total Unconsolidated Entities | 37 | 6 | $ | 359,301 | $ | 600,883 | 4.98 | % | |||||||||||||||||||
-1 | Variable interest rates. | ||||||||||||||||||||||||||
-2 | Comprised of fixed rate debt. | ||||||||||||||||||||||||||
-3 | As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio. | ||||||||||||||||||||||||||
-4 | As of March 31, 2014, we had CAD 16.0 million ($14.4 million) of preferred bridge equity in CSH Montreal. See discussion above. | ||||||||||||||||||||||||||
The following is a summary of the combined financial position of our unconsolidated entities with HSRE and CSH Montreal in their entirety, not only our interest in the entities, including provisional fair value balances that are subject to our allocation analyses and appraisals, for the periods presented (amounts in thousands): | |||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Student housing properties, net | $ | 321,644 | $ | 289,797 | |||||||||||||||||||||||
Development in process | 120,444 | 81,994 | |||||||||||||||||||||||||
Other assets | 18,249 | 15,341 | |||||||||||||||||||||||||
Total assets | $ | 460,337 | $ | 387,132 | |||||||||||||||||||||||
Liabilities and Equity | |||||||||||||||||||||||||||
Mortgage and construction loans | $ | 210,325 | $ | 165,445 | |||||||||||||||||||||||
Other liabilities | 58,800 | 58,948 | |||||||||||||||||||||||||
Owners' equity | 191,212 | 162,739 | |||||||||||||||||||||||||
Total liabilities and owners' equity | $ | 460,337 | $ | 387,132 | |||||||||||||||||||||||
Company's share of historical owners' equity | $ | 67,446 | $ | 41,390 | |||||||||||||||||||||||
Preferred investment(1) | 21,799 | 16,468 | |||||||||||||||||||||||||
Net difference in carrying value of investment versus net book value of underlying net assets(2) | 4,046 | 5,388 | |||||||||||||||||||||||||
Carrying value of investment in unconsolidated entities | $ | 93,291 | $ | 63,246 | |||||||||||||||||||||||
-1 | As of March 31, 2014, we had Class B member interest in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. We also had a CAD 16 million ($14.4 million) Class A interest in CSH Holdings entitling us to a commitment fee of 1.0% of the Class A interest each quarter and 10.0% annual return on our investment. As of December 31, 2013, we had Class B member interest in The Grove at San Angelo, Texas, The Grove at Conway, Arkansas, The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.8 million, $6.4 million, $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. | ||||||||||||||||||||||||||
-2 | This amount represents the aggregate excess of our carrying amount above our underlying equity in the net assets of our investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the difference between the allocated value to acquired entity interests and the venture’s basis in those interests, the capitalization of additional investment in the unconsolidated entity and the elimination of service related revenue to the extent of our percentage ownership. | ||||||||||||||||||||||||||
The following is a summary of the financial position reflecting the cost basis of our investments in the Copper Beech entities in their entirety for the 30 properties in the CB Portfolio as of March 31, 2014 and December 31, 2013 (amounts in thousands): | |||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Student housing properties, net | $ | 742,530 | $ | 748,280 | |||||||||||||||||||||||
Intangible assets | 23,340 | 37,100 | |||||||||||||||||||||||||
Other assets | 4,948 | 5,201 | |||||||||||||||||||||||||
Total assets | $ | 770,818 | $ | 790,581 | |||||||||||||||||||||||
Liabilities and Equity | |||||||||||||||||||||||||||
Mortgage and construction loans | $ | 417,096 | $ | 421,239 | |||||||||||||||||||||||
Other liabilities | 6,896 | 13,112 | |||||||||||||||||||||||||
Owners' equity | 346,826 | 356,230 | |||||||||||||||||||||||||
Total liabilities and owners' equity | $ | 770,818 | $ | 790,581 | |||||||||||||||||||||||
Company's share of historical owners' equity | $ | 247,688 | $ | 244,964 | |||||||||||||||||||||||
Net difference in carrying value of investment versus net book value of underlying net assets(1) | 18,322 | 16,628 | |||||||||||||||||||||||||
Carrying value of investment in unconsolidated entity | $ | 266,010 | $ | 261,592 | |||||||||||||||||||||||
-1 | This amount represents the aggregate difference between our historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the capitalization of transaction costs incurred to acquire the Company's interest in the entity. | ||||||||||||||||||||||||||
The following is a summary of the combined operating results for our unconsolidated entities with HSRE in their entirety, not only our interest in the entities, for the periods presented (in thousands): | |||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Revenues | $ | 6,456 | $ | 4,762 | |||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||
Operating expenses | 3,561 | 2,577 | |||||||||||||||||||||||||
Interest expense | 1,051 | 1,140 | |||||||||||||||||||||||||
Depreciation and amortization | 2,030 | 1,360 | |||||||||||||||||||||||||
Other (income) expense | -53 | 24 | |||||||||||||||||||||||||
Total expenses | 6,589 | 5,101 | |||||||||||||||||||||||||
Net loss | $ | -133 | $ | -339 | |||||||||||||||||||||||
The following is a summary of the operating results for our unconsolidated Copper Beech entities in their entirety, not only our interest in the entities. The summary includes the results for 37 properties from March 18, 2013 (the date of the transaction) through March 31, 2013, and the results for 30 properties from January 1, 2014 through March 31, 2014 (in thousands): | |||||||||||||||||||||||||||
Three Months | Period from | ||||||||||||||||||||||||||
Ended | March 18, 2013 to | ||||||||||||||||||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||||||||||||||||||
Revenues | $ | 19,265 | $ | 3,591 | |||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||
Operating expenses | 7,300 | 1,310 | |||||||||||||||||||||||||
Interest expense | 2,940 | 799 | |||||||||||||||||||||||||
Depreciation and amortization | 9,777 | 1,723 | |||||||||||||||||||||||||
Other expenses | 339 | 48 | |||||||||||||||||||||||||
Total expenses | 20,356 | 3,880 | |||||||||||||||||||||||||
Net loss | $ | -1,091 | $ | -289 | |||||||||||||||||||||||
Debt
Debt | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||||||||
6. Debt | |||||||||||||||||||||||
The following is a summary of our mortgage and construction notes payable, the Credit Facility (defined below) and other debt for the periods presented (amounts in thousands): | |||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Fixed-rate mortgage loans | $ | 164,894 | $ | 165,393 | |||||||||||||||||||
Variable-rate mortgage loans | 16,806 | - | |||||||||||||||||||||
Construction loans | 42,046 | 40,138 | |||||||||||||||||||||
Line of credit | 166,000 | 108,500 | |||||||||||||||||||||
Exchangeable senior notes | 96,906 | 96,758 | |||||||||||||||||||||
Other debt | 2,394 | 2,694 | |||||||||||||||||||||
$ | 489,046 | $ | 413,483 | ||||||||||||||||||||
Mortgage and Construction Loans | |||||||||||||||||||||||
Mortgage and construction loans are collateralized by properties and their related revenue streams. Mortgage loans are not cross-defaulted or cross-collateralized with any other indebtedness. Our mortgage loans generally may not be prepaid prior to maturity; however, in certain cases, prepayment is allowed subject to certain prepayment penalties. Our construction loan agreements contain representations, warranties, covenants (including financial covenants upon commencement of operations) and other terms that are customary for construction financing. Construction loans are generally secured by a first deed of trust or mortgage on each property, primary Uniform Commercial Code filings, and an assignment of rents, leases and profits from the respective property. Mortgage and construction loans for the periods presented consisted of the following (in thousands): | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Principal | Outstanding | Interest | |||||||||||||||||||||
Face | Outstanding | at | Stated Interest | Rate at | Maturity | ||||||||||||||||||
Amount | at 3/31/2014 | 12/31/13 | Rate | 3/31/14 | Date (1) | Amortization | |||||||||||||||||
Construction loans | |||||||||||||||||||||||
The Grove at Muncie | $ | 14,567 | $ | 12,237 | $ | 12,237 | LIBOR + 225 bps | 2.4 | % | 7/3/15 | Interest only | ||||||||||||
The Grove at Slippery Rock | 17,961 | Base Rate + 115 bps / LIBOR + 215 bps | 2.3 | % | 6/21/16 | Interest only | |||||||||||||||||
The Grove at Fort Collins | 19,073 | 19,073 | 17,228 | LIBOR + 190 bps | 2.05 | % | 7/13/15 | Interest Only | |||||||||||||||
The Grove at Pullman | 16,016 | 10,736 | 10,673 | LIBOR + 220 bps | 2.35 | % | 9/5/15 | Interest Only | |||||||||||||||
The Grove at Grand Forks | 16,916 | - | - | LIBOR + 200 bps | 2.15 | % | 2/5/17 | Interest Only | |||||||||||||||
Mortgage loans | |||||||||||||||||||||||
The Grove at Denton | 17,167 | 16,806 | - | LIBOR + 215 bps | 2.3 | % | 3/1/17 | 30 years | |||||||||||||||
The Grove at Milledgeville | 16,250 | 15,793 | 15,847 | 6.12% | 6.12 | % | 10/1/16 | 30 years | -2 | ||||||||||||||
The Grove at Carrollton and The Grove at Las Cruces | 29,790 | 28,954 | 29,052 | 6.13% | 6.13 | % | 10/11/16 | 30 years | |||||||||||||||
The Grove at Asheville | 14,800 | 14,449 | 14,500 | 5.77% | 5.77 | % | 4/11/17 | 30 years | -2 | ||||||||||||||
The Grove at Ellensburg | 16,125 | 16,012 | 16,070 | 5.10% | 5.1 | % | 9/1/18 | 30 years | -2 | ||||||||||||||
The Grove at Nacogdoches | 17,160 | 17,038 | 17,100 | 5.01% | 5.01 | % | 9/1/18 | 30 years | -3 | ||||||||||||||
The Grove at Greeley | 15,233 | 15,130 | 15,194 | 4.29% | 4.29 | % | 10/1/18 | 30 years | -3 | ||||||||||||||
The Grove at Clarksville | 16,350 | 16,350 | 16,350 | 4.03% | 4.03 | % | 7/1/22 | 30 years | (3) (4) | ||||||||||||||
The Grove at Columbia | 23,775 | 23,068 | 23,180 | 3.83% | 3.83 | % | 7/1/22 | 30 years | -5 | ||||||||||||||
The Grove at Statesboro | 18,100 | 18,100 | 18,100 | 4.01% | 4.01 | % | 1/1/23 | 30 years | -2 | ||||||||||||||
$ | 223,746 | $ | 205,531 | ||||||||||||||||||||
-1 | For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. | ||||||||||||||||||||||
-2 | Loans require interest only payments, plus certain reserves and escrows, that are payable monthly for a period of five years. Monthly payments of principal and interest, plus certain reserve and escrow amounts, are due thereafter until maturity when all principal is due. | ||||||||||||||||||||||
-3 | Interest only for the first two years, followed by 30 year amortization. | ||||||||||||||||||||||
-4 | Loan requires interest only payments, plus certain reserves and escrows payable monthly through August 2014, thereafter, principal and interest, plus certain reserves and escrows that are payable monthly until maturity. | ||||||||||||||||||||||
-5 | Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. | ||||||||||||||||||||||
Line of Credit | |||||||||||||||||||||||
In January 2013, we entered into a credit agreement (the “Second Amended and Restated Credit Agreement”) with Citibank, N.A. and certain other parties. The Second Amended and Restated Credit Agreement provides for a senior unsecured credit facility (the "Revolving Credit Facility") of up to $250.0 million, with sub-limits of $30.0 million for swing line loans and $15.0 million for letters of credit. The Second Amended and Restated Credit Agreement also provides for a term loan of $50.0 million (the "Term Loan" and, together with the Revolving Credit Facility, the "Amended Credit Facility"). | |||||||||||||||||||||||
As of March 31, 2014, we had approximately $116.0 million outstanding under our Revolving Credit Facility and $50.0 million outstanding under the Term Loan. The amounts outstanding under our Revolving Credit Facility and Term Loan, as well as outstanding letters of credit, will reduce the amount that we may be able to borrow under this facility for other purposes. As of March 31, 2014, we had approximately $103.5 million in borrowing capacity under our Revolving Credit Facility, and amounts borrowed under the facility are due at its maturity in January 2017, subject to a one-year extension, which we may exercise at our option, subject to the satisfaction of certain terms and conditions, including the payment of an extension fee. The amount available for us to borrow under the Amended Credit Facility is based on the sum of (a) the lesser of (i) 60.0% of the "as-is" appraised value of our properties that form the borrowing base of the Amended Credit Facility and (ii) the amount that would create a debt service coverage ratio of not less than 1.5, and (b) 50% of the aggregate of the lesser of (i) the book value of each of our development assets (as such term is defined in the Second Amended and Restated Credit Agreement) and (ii) the "as-is" appraised value of each of our development assets, subject to certain limitations in the Second Amended and Restated Credit Agreement. | |||||||||||||||||||||||
We incur an unused fee on the balance between the amount available under the Revolving Credit Facility and the amount outstanding under the Revolving Credit Facility (i) of 0.30% per annum if our average borrowing is less than 50.0% of the total amount available or (ii) 0.25% per annum if our average borrowing is greater than 50.0% of the total amount available. | |||||||||||||||||||||||
Additionally, the Amended Credit Facility has an accordion feature that allows us to request an increase in the total commitments from $300.0 million to $600.0 million, subject to conditions. Amounts outstanding under the Amended Credit Facility bear interest at a floating rate equal to, at our election, the Eurodollar Rate or the Base Rate (each as defined in the Second Amended and Restated Credit Agreement) plus a spread that depends upon our leverage ratio. The spread for borrowings under the Revolving Credit Facility ranges from 1.75% to 2.50% for Eurodollar Rate based borrowings and from 0.75% to 1.50% for Base Rate based borrowings, and the spread for the Term Loan ranges from 1.70% to 2.45% for Eurodollar Rate based borrowings and from 0.70% to 1.45% for Base Rate based borrowings. At March 31, 2014, the interest rate on the Revolving Credit Facility borrowings and Term Loan was 2.06% and 2.01%, respectively. | |||||||||||||||||||||||
Our ability to borrow under the Amended Credit Facility is subject to its ongoing compliance with a number of customary financial covenants, including: | |||||||||||||||||||||||
⋅ | a maximum leverage ratio of not greater than 0.60:1.00; | ||||||||||||||||||||||
⋅ | a minimum fixed charge coverage ratio of not less than 1.50:1.00; | ||||||||||||||||||||||
⋅ | a minimum ratio of fixed rate debt and debt subject to hedge agreements to total debt of not less than 66.67%; | ||||||||||||||||||||||
⋅ | a maximum secured recourse debt ratio of not greater than 20.0%; | ||||||||||||||||||||||
⋅ | a minimum tangible net worth of not less than the sum of $330,788,250 plus an amount equal to 75.0% of the net proceeds of any additional equity issuances; and | ||||||||||||||||||||||
⋅ | a maximum secured debt ratio of not greater than 50% through February 17, 2013 and not greater than 45.0% on any date thereafter. | ||||||||||||||||||||||
Pursuant to the terms of the Amended Credit Facility, we may not pay distributions that exceed the greater of (i) 95.0% of our funds from operations, or (ii) the minimum amount required for us to qualify and maintain our status as a REIT. If a default or event of default occurs and is continuing, we also may be precluded from making certain distributions (other than those required to allow us to qualify and maintain our status as a REIT). | |||||||||||||||||||||||
We and certain of our subsidiaries guarantee the obligations under the Amended Credit Facility and we and certain of our subsidiaries have provided a negative pledge against specified assets (including real property), stock and other interests. | |||||||||||||||||||||||
As of March 31, 2014, we were in compliance with the above financial covenants with respect to our Amended Credit Facility. | |||||||||||||||||||||||
Exchangeable Senior Notes | |||||||||||||||||||||||
In October 2013, the Operating Partnership issued $100.0 million of Exchangeable Senior Notes (the “Exchangeable Senior Notes”) which bear interest at 4.75% per annum. Interest is payable on April 15 and October 15 of each year beginning April 15, 2014 until the maturity date of October 15, 2018. The Operating Partnership’s obligations under the Exchangeable Senior Notes are fully and unconditionally guaranteed by the Company. The Exchangeable Senior Notes are senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all other existing and future senior unsecured indebtedness of the Operating Partnership. | |||||||||||||||||||||||
The Exchangeable Senior Notes contain an exchange settlement feature which allows the holder, under certain circumstances, to exchange its Exchangeable Senior Notes for cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the option of the Operating Partnership, based on an initial exchange rate of 79.602 shares of common stock per $1,000 principal amount of Exchangeable Senior Notes. At the initial exchange rate, the Exchangeable Senior Notes are exchangeable for common stock at an exchange price of approximately $12.56 per share of common stock. | |||||||||||||||||||||||
The Exchangeable Senior Notes will be exchangeable by the holder under the following circumstances on or prior to July 15, 2018: i) during any calendar quarter beginning after December 31, 2013 (and only during such quarter) if the closing sale price of the common stock, $0.01 par value per share, of Campus Crest Communities, Inc., or Campus Crest, is more than 130% of the then-current exchange price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the previous calendar quarter; ii) during the five consecutive business-day period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of notes for each trading day during such five trading day period was less than 98% of the closing sale price of the common stock of Campus Crest, or Campus Crest common stock, for each trading day during such five trading-day period multiplied by the then current exchange rate; or iii) upon the occurrence of specified corporate transactions described in this offering memorandum. On or after July 15, 2018, and on or prior to the second scheduled trading day immediately preceding the maturity date, the holder may exchange their notes without regard to the foregoing conditions. Following certain corporate transactions that occur prior to maturity of the notes and that also constitute a make-whole fundamental change, the Operating Partnership will increase the exchange rate for holders who elect to exchange notes in connection with such make-whole fundamental change in certain circumstances. If specified fundamental changes involving us or Campus Crest occur, holders may require the operating partnership to repurchase the notes for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date. | |||||||||||||||||||||||
The Operating Partnership may not redeem the Exchangeable Senior Notes prior to the maturity date. At any time prior to July 15, 2018, we may irrevocably elect, in our sole discretion without the consent of the holders of the Exchangeable Senior Notes, to settle all of the future exchange obligation entirely in shares of our common stock. On or after July 15, 2018, the Exchangeable Senior Notes will be exchangeable at any time prior to the close of business on the second business day immediately preceding the maturity date. | |||||||||||||||||||||||
Fair_Value_Disclosures
Fair Value Disclosures | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
7. Fair Value Disclosures | ||||||||||||||
Fair value guidance for financial assets and liabilities that are recognized and disclosed in the condensed consolidated financial statements on a recurring basis and nonfinancial assets on a nonrecurring basis establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows: | ||||||||||||||
Level 1 — Observable inputs, such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. | ||||||||||||||
Level 2 — Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||
Level 3 — Unobservable inputs for which there is little or no market data and which we make our own assumptions about how market participants would price the asset or liability. | ||||||||||||||
As of March 31, 2014 and December 31, 2013, our financial assets and liabilities carried at fair value on a recurring basis consisted of our interest rate caps. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. For our interest rate caps, we incorporate credit valuation adjustments to appropriately reflect our respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds and guarantees. | ||||||||||||||
As of March 31, 2014 and December 31, 2013, the fair value of our interest rate caps, valued using level 2 inputs, was approximately zero. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between market participants at the measurement date (exit price), other than in a forced sale or liquidation. In instances where inputs used to measure fair value fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the asset or liability. | ||||||||||||||
Financial instruments consist primarily of cash, cash equivalents, restricted cash, student receivables, interest rate caps, interest rate swaps, accounts payable, mortgages, construction loans, $100.0 million of Exchangeable Senior Notes (“Exchangeable Senior Notes”), the line of credit and other debt. The carrying value of cash, cash equivalents, restricted cash, student receivables and accounts payable are representative of their respective fair values due to the short-term nature of these instruments. The estimated fair value of our revolving line of credit approximates the outstanding balance due to the frequent market based re-pricing of the underlying variable rate index. The estimated fair values of our mortgages, construction loans and Exchangeable Senior Notes were determined by comparing current borrowing rates and risk spreads to the stated interest rates and risk spreads. The weighted average interest rate for all borrowings was 3.76% and 4.23% at March 31, 2014 and December 31, 2013, respectively. | ||||||||||||||
The following is a summary of the fair value of our mortgages, construction loans payable, other debt and Exchangeable Senior Notes aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | ||||||||||||||
Estimated Fair Value | ||||||||||||||
Quoted Prices in | ||||||||||||||
Active Markets | ||||||||||||||
for Identical | Significant Other | Significant | ||||||||||||
Assets and | Observable | Unobservable | ||||||||||||
Liabilities | Inputs | Inputs | ||||||||||||
March 31, 2014 | (Level 1) | (Level 2) | (Level 3) | Carrying Value | ||||||||||
Fixed-rate mortgage loans | $ | - | $ | 170,462 | $ | - | $ | 164,894 | ||||||
Variable-rate mortgage loans | - | 16,790 | - | 16,806 | ||||||||||
Construction loans | - | 41,967 | - | 42,046 | ||||||||||
Exchangeable Senior Notes | - | 96,939 | - | 96,906 | ||||||||||
Other Debt | - | 2,408 | - | 2,394 | ||||||||||
31-Dec-13 | ||||||||||||||
Fixed-rate mortgage loans | - | 161,379 | - | 165,393 | ||||||||||
Variable-rate mortgage loans | - | - | - | - | ||||||||||
Construction loans | - | 40,258 | - | 40,138 | ||||||||||
Exchangeable Senior Notes | - | 98,547 | - | 96,758 | ||||||||||
Other Debt | - | 2,671 | - | 2,694 | ||||||||||
All of our nonrecurring valuations made in connection with the property acquisition in Note 4 used significant unobservable inputs and, therefore, fall under Level 3 of the fair value hierarchy. | ||||||||||||||
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share [Text Block] | ' | |||||||
8. Earnings per Share | ||||||||
Basic earnings per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of our common stock outstanding during the period. All unvested stock-based payment awards are included in the computation of basic earnings per share. The computation of diluted earnings per share includes OP Units and restricted OP Units in the weighted average shares. The conversion of Exchangeable Senior Notes was not included in the computation of diluted earnings per share because the conversion is anti-dilutive. Net income (loss) attributable to these noncontrolling interests is added back to net income (loss) available to common stockholders in the computation of diluted earnings per share unless the effect of their conversion is anti-dilutive in nature. | ||||||||
Computations of basic and diluted income (loss) per share for the periods presented are as follows (amounts in thousands, except per share data): | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2014 | March 31, 2013 | |||||||
Basic earnings: | ||||||||
Income from continuing operations | $ | 1,048 | $ | 1,897 | ||||
Preferred stock dividends | -3,050 | -1,150 | ||||||
Income (loss) from continuing operations attributable to noncontrolling interests | -15 | 8 | ||||||
Income (loss) from continuing operations attributable to common stockholders | -1,987 | 739 | ||||||
Income from discontinued operations | - | 270 | ||||||
Income from discontinued operations attributable to noncontrolling interests | - | 3 | ||||||
Income from discontinued operations attributable to common stockholders | - | 267 | ||||||
Net income (loss) attributable to common stockholders | $ | -1,987 | $ | 1,006 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 64,495 | 46,156 | ||||||
Incremental shares from assumed | ||||||||
conversion — OP units | 434 | 435 | ||||||
Diluted | 64,929 | 46,591 | ||||||
Basic and diluted earnings per share: | ||||||||
Income (loss) from continuing operations attributable to common stockholders - basic and diluted | $ | -0.03 | $ | 0.01 | ||||
Income from discontinued operations attributable to common stockholders - basic and diluted | - | 0.01 | ||||||
Net income (loss) attributable to common stockholders - basic and diluted | $ | -0.03 | $ | 0.02 | ||||
Equity
Equity | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||
9. Equity | ||||||||
Preferred Stock | ||||||||
Our 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) ranks senior to our common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of our affairs. We pay cumulative dividends on the Series A Preferred Stock from the date of original issue at a rate of 8.00% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $2.00 per share). Dividends on the Series A Preferred Stock are payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. | ||||||||
We may not redeem the Series A Preferred Stock prior to February 9, 2017, except in limited circumstances relating to our ability to qualify as a REIT. On or after February 9, 2017, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series A Preferred Stock to, but not including, the date of redemption. The Series A Preferred Stock has no maturity date and is not subject to mandatory redemption or any sinking fund. Holders of shares of the Series A Preferred Stock will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. | ||||||||
Common Shares and OP Units | ||||||||
An OP Unit and a share of our common stock have essentially the same economic characteristics as they share equally in the net income (loss) and distributions of the Operating Partnership. An OP Unit may be tendered for redemption for cash or share of common stock; however, we have sole discretion and must have a sufficient amount of authorized common stock to exchange OP Units for shares of common stock on a one-for-one basis. | ||||||||
As of March 31, 2014, there were approximately 64.9 million OP Units outstanding, of which approximately 64.5 million, or 99.3%, were owned by us and approximately 0.4 million, or 0.7%, were owned by other partners, including certain of our executive officers. As of March 31, 2014, the fair market value of the OP Units not owned by us was $3.8 million, based on a market value of $8.68 per unit, which was the closing stock price of shares of our common stock on the NYSE on March 31, 2014. | ||||||||
The following is a summary of changes in the shares of our common stock for the periods shown (in thousands): | ||||||||
For the Three Months Ended | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Common shares at beginning of period | 64,502 | 38,558 | ||||||
Issuance of common shares | - | 25,530 | ||||||
Issuance of restricted shares | - | 357 | ||||||
Forfeiture of restricted shares | -15 | -15 | ||||||
Common shares at end of period | 64,487 | 64,430 | ||||||
We have an At-The-Market offering program under which we may sell at market price up to $100.0 million in shares of the Company’s common stock over the term of the program. As of March 31, 2014, we had not issued and sold any shares under this program. | ||||||||
Dividends and Distributions | ||||||||
For the three months ended March 31, 2014 and 2013, we declared dividends of $0.165 per share, totaling approximately $10.7 million and $10.6 million, respectively. | ||||||||
On January 28, 2014, our Board of Directors declared a first quarter 2014 dividend of $0.165 per share of common stock and OP Unit. The dividends were paid on April 9, 2014, to stockholders of record on March 26, 2014. At March 31, 2014, we accrued approximately $10.7 million related to our common stock dividend in accounts payable and accrued expenses in our accompanying condensed consolidated balance sheet. | ||||||||
On January 28, 2014, our Board of Directors also declared a cash dividend of $0.50 per share of Series A Preferred Stock for the first quarter of 2014. The preferred stock dividend was paid on April 15, 2014, to stockholders of record on March 26, 2014. At March 31, 2014, we accrued approximately $2.5 million related to our preferred stock dividend in accounts payable and accrued expenses in our accompanying condensed consolidated balance sheet. | ||||||||
Incentive_Plans
Incentive Plans | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule Of Nonvested Share Activity [Text Block] | ' | |||||||
10. Incentive Plans | ||||||||
We have adopted the 2010 Amended and Restated Equity Incentive Compensation Plan (the “Incentive Plan”) which permits the grant of incentive awards to executive officers, employees, consultants and non-employee directors. As of March 31, 2014, the aggregate number of shares of common stock that may be issued under the Incentive Plan was 2.5 million. As of both March 31, 2014 and December 31, 2013, approximately 0.3 million shares of common stock were available for issuance under the Incentive Plan. In April 2014, the Company’s stockholders approved an amendment to the Incentive Plan, which increased the aggregate number of shares of common stock of the Company approved for issuance under the Incentive Plan to 5.3 million. | ||||||||
Restricted Stock Awards | ||||||||
Awards to executive officers and employees vest over a three year period and are subject to restriction based upon employment in good standing with the Company. Awards to non-employee directors vest over a three or five year period and are subject to restriction based upon continued service on our Board of Directors. | ||||||||
At March 31, 2014, total unrecognized compensation cost related to restricted stock awards was approximately $6.0 million and is expected to be recognized over a remaining weighted average period of 1.0 years. | ||||||||
During the three months ended March 31, 2014 we recognized stock compensation expense of approximately $0.7 million (net of vesting forfeitures of approximately $0.1 million) and capitalized stock compensation expense of approximately $0.4 million. During the three months ended March 31, 2013, we recognized stock compensation expense of approximately $0.4 million (net of vesting forfeitures of approximately $0.1 million) and capitalized stock compensation expense of approximately $0.1 million. | ||||||||
Restricted OP Units | ||||||||
At March 31, 2014, we had no remaining unrecognized compensation cost related to restricted OP Units. During the three months ended March 31, 2014, we recognized no stock compensation expense related to the vesting of restricted OP Units. During the three months ended March 31, 2013, we recognized stock compensation expense related to the vesting of restricted OP Units of approximately $0.2 million and capitalized stock compensation expense of approximately $0.1 million. There were no vesting forfeitures related to restricted OP Units during the three months ended March 31, 2013. | ||||||||
The following is a summary of our restricted common share activity for the period shown (in thousands, except weighted average grant price): | ||||||||
Restricted | Weighted | |||||||
Common | Average | |||||||
Stock | Grant Price | |||||||
Unvested balances at December 31, 2013 | 648 | $ | 11.97 | |||||
Vested | -162 | 11.65 | ||||||
Forfeited | -15 | 12.11 | ||||||
Unvested balances at March 31, 2014 | 471 | $ | 12.07 | |||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
11. Related Party Transactions | |
We lease aircraft from entities in which one of our executive officers has an ownership interest. For the three months ended March 31, 2014 and 2013, we incurred travel costs to these entities of an immaterial amount. | |
We are party to an agreement with an initial term of five years with a subsidiary of an entity affiliated with one of our directors pursuant to which we offer our tenants a program of insurance services and products. Pursuant to the agreement, we received an upfront payment of $100,000 and will receive fees for each tenant we refer that enrolls in the program. The related party receives monthly fees with respect to each tenant referred by us during the tenant’s enrollment in the program which amounted to $0.3 million for the three months ended March 31, 2014. | |
Segments
Segments | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||
12. Segments | ||||||||
The operating segments in which management assesses performance and allocates resources are student housing operations and development, construction and management services. Our segments reflect management’s resource allocation and performance assessment in making decisions regarding the Company. Our student housing rental and student housing services revenues are aggregated within the student housing operations segment and our third-party services of development, construction and management are aggregated within the development, construction and management services segment. | ||||||||
The following tables set forth our segment information for the periods presented (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Student Housing Operations: | ||||||||
Revenues from external customers | $ | 24,608 | $ | 21,572 | ||||
Operating expenses | 17,500 | 15,288 | ||||||
Income from wholly-owned student housing operations | 7,108 | 6,284 | ||||||
Equity in earnings of unconsolidated earnings | 319 | 410 | ||||||
Operating income | 7,427 | 6,694 | ||||||
Nonoperating expenses | -3,941 | -2,563 | ||||||
Net income | 3,486 | 4,131 | ||||||
Net income attributable to noncontrolling interest | 34 | 38 | ||||||
Net income attributable to common stockholders | $ | 3,452 | $ | 4,093 | ||||
Depreciation and amortization | $ | 6,770 | $ | 5,536 | ||||
Capital expenditures | $ | 30,218 | $ | 25,695 | ||||
Investment in unconsolidated entities | $ | 359,301 | $ | 165,688 | ||||
Total segment assets at end of period | $ | 1,136,343 | $ | 1,134,960 | ||||
Development, Construction and Management Services: | ||||||||
Revenues from external customers | $ | 7,436 | $ | 11,427 | ||||
Intersegment revenues | 26,834 | 19,193 | ||||||
Total revenues | 34,270 | 30,620 | ||||||
Operating expenses | 31,420 | 29,486 | ||||||
Net income | 2,850 | 1,134 | ||||||
Net income attributable to noncontrolling interest | 27 | 11 | ||||||
Net income attributable to common stockholders | $ | 2,823 | $ | 1,123 | ||||
Depreciation and amortization | $ | 1 | $ | 50 | ||||
Total segment assets at end of period | $ | 102,127 | $ | 57,072 | ||||
Reconciliations: | ||||||||
Total segment revenues | $ | 58,878 | $ | 52,192 | ||||
Elimination of intersegment revenues | -26,834 | -19,193 | ||||||
Total consolidated revenues | $ | 32,044 | $ | 32,999 | ||||
Segment operating income | $ | 10,277 | $ | 7,828 | ||||
Interest expense | -3,376 | -2,884 | ||||||
Net unallocated expenses related to corporate overhead | -6,109 | -3,535 | ||||||
Other income | 66 | 36 | ||||||
Net income before income tax benefit | $ | 858 | $ | 1,445 | ||||
Total segment assets | $ | 1,238,470 | $ | 1,192,032 | ||||
Unallocated corporate assets and eliminations | 12,430 | 6,181 | ||||||
Total assets at end of period | $ | 1,250,900 | $ | 1,198,213 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
13. Commitments and Contingencies | |||||
Commitments | |||||
In the normal course of business, we enter into various development and construction related purchase commitments with parties that provide development and construction related goods and services. In the event we were to terminate development or construction services prior to the completion of projects, we could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties. At March 31, 2014, management does not anticipate any material deviations from schedule and does not anticipate having to terminate services for the development projects currently in progress. | |||||
In the ordinary course of business, certain liens related to the construction of the student housing real estate property may be attached to our assets by contractors or suppliers. Campus Crest Construction, LLC, a wholly-owned subsidiary of the Company, is responsible as the general contractor for resolving these liens. There can be no assurance that we will not be required to pay amounts greater than currently recorded liabilities to settle these claims. | |||||
We have properties that are subject to long-term ground leases. Typically, these properties are located on the campuses of colleges or universities. We have the right to encumber our leasehold interests with specific property mortgages for the purposes of constructing, remodeling or making improvements on or to these properties. Title to all improvements paid for and constructed on the land remains with us until the earlier of termination or expiration of the lease, at which time the title of any buildings constructed on the land will revert to the landlord. Should we decide to sell our leasehold interests during the initial term or any renewal terms, the landlord has a right of first refusal to purchase the interests for the same purchase price under the same terms and conditions as contained in our offer to sell our leasehold interests. | |||||
We lease space for our corporate headquarters office. Rent is recognized on a straight-line basis. Future minimum payments over the life of our corporate office lease and long-term ground leases subsequent to March 31, 2014 are as follows (in thousands): | |||||
2014 | $ | 1,100 | |||
2015 | 1,473 | ||||
2016 | 1,484 | ||||
2017 | 1,500 | ||||
2018 | 1,489 | ||||
Thereafter | 40,673 | ||||
Total future minimum lease payments | $ | 47,719 | |||
We guarantee certain mortgage and construction loans and revolving credit facilities related to our unconsolidated joint ventures (See Note 5). We have estimated the fair value of the guarantees to be immaterial. We do not expect that the borrowers will default on the underlying debt arrangements and accordingly we do not expect to be required to perform under the guarantees. In the event that we are required to perform under one of the guarantees, we believe the borrower’s assets collateralizing the debt would be sufficient to cover the maximum potential amount of future payments under the guarantee. | |||||
Contingencies | |||||
In the normal course of business, we are subject to claims, lawsuits and legal proceedings. In addition to the matter described below, we are involved in various routine legal proceedings arising in the ordinary course of business. Although the outcomes of such routine legal proceedings cannot be predicted with certainty, in the opinion of management, the ultimate resolution of such routine matters will not have a material adverse effect on our financial position or results of operations. | |||||
On July 3, 2012, we and certain of our subsidiaries were named as defendants in a lawsuit filed with the 250th Judicial District Court in Travis County in Austin, Texas. The case arose from an accident at The Grove at Denton, located in Denton, Texas, in which a balcony of one of the units broke and three people were seriously injured. Also named as co-defendants in the case were the architect, the structural engineer and certain of our subcontractors. The plaintiffs allege, among other things, negligence on the part of the defendants in the design, construction, planning, operation and management of The Grove at Denton and seek actual and exemplary damages. The plaintiffs’ initial complaint did not specify the amount of damages sought; however, in a November 14, 2013 filing, the plaintiffs demanded $20 million in damages. The parties have participated in settlement discussions, including mediation on two occasions but no resolution has been reached. Settlement negotiations are continuing with the assistance of a mediator. The trial is currently scheduled to begin on August 25, 2014. Although it is not possible to predict the outcome of the lawsuit, we will continue to defend the case vigorously, and while no assurances can be given, after taking into account our existing insurance coverage, we do not believe that the lawsuit, if adversely determined, would have a material adverse effect on our financial position or results of operations. No amounts have been accrued as of March 31, 2014. | |||||
We are not aware of any environmental liability with respect to the properties that could have a material adverse effect on our business, assets or results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence of any such material environmental liability could have an adverse effect on our results of operations and cash flows. | |||||
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
14. Subsequent Events | |
Events occurring subsequent to the date of our condensed consolidated balance sheet have been evaluated for potential recognition or disclosure in our condensed consolidated financial statements through the date our condensed consolidated financial statements were available to be issued. There are not material events requiring disclosure as of the date of issuance. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Basis of Accounting, Policy [Policy Text Block] | ' | |
Basis of Presentation | ||
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), as well as instructions to Form 10-Q, and represent our financial position, results of operations and cash flows. Third party equity interests in the Operating Partnership are reflected as noncontrolling interests in our condensed consolidated financial statements. We also have interests in unconsolidated real estate ventures which have ownership in several property owning entities that are accounted for under the equity method. All significant intercompany balances and transactions have been eliminated. | ||
The unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission. The results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or the full year. Certain prior period amounts have been reclassified to conform to the current period presentation primarily related to discontinued operations associated with asset dispositions. | ||
Use of Estimates, Policy [Policy Text Block] | ' | |
Use of Estimates | ||
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant assumptions and estimates are used by management in recognizing construction and development revenue under the percentage of completion method, useful lives of student housing properties, valuation of investment in real estate, valuation allowance on deferred tax assets, initial valuation and underlying allocation of purchase price to newly acquired student housing properties, determination of fair value for impairment assessments, and fair value of financial assets and liabilities, including derivatives, fair value of the debt and equity components of the exchangeable notes at the date of issuance and allowance for doubtful accounts. Actual results could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically and the effect of such revisions are reflected prospectively in the period in which they occur. | ||
Investment In Real Estate [Policy Text Block] | ' | |
Investments in Real Estate and Depreciation | ||
Investment in real estate is recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over a period equal to the shorter of the life of the improvement or the remaining useful life of the asset. The cost of ordinary repairs and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: | ||
Land improvements | 15 years | |
Buildings and leasehold improvements | 10-40 years | |
Furniture, fixtures and equipment | 2-15 years | |
The cost of buildings and improvements includes all pre-development, entitlement and project costs directly associated with the development and construction of a real estate project, which include interest, property taxes and the amortization of deferred financing costs recognized while the project is under construction, as well as certain internal costs related to the development and construction of our student housing properties. All costs are capitalized as development in process until the asset is ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences. Interest totaling approximately $1.9 million and $0.6 million was capitalized during the three months ended March 31, 2014 and 2013, respectively. | ||
We capitalize costs during the development of assets beginning with the determination that development of a future asset is probable until the asset, or a portion of the asset, is delivered and is ready for its intended use. During development efforts we capitalize all direct costs and indirect costs that have been incurred as a result of the development. These costs include interest, related loan fees and property taxes as well as other direct and indirect costs. We capitalize interest costs for debt incurred for project specific financing and for capital contributions to equity method investees who utilize such funds for construction-related activities. Indirect project costs, which include personnel and office and administrative costs that are clearly associated with our development and redevelopment efforts, are capitalized. Indirect costs not clearly related to acquisition, development, redevelopment and construction activity, including general and administrative expenses, are expensed in the period incurred. Capitalized indirect costs associated with our development activities were $3.3 million and $2.1 million for the three ended March 31, 2014 and 2013, respectively. All such costs are capitalized as development in process until the asset is delivered and ready for its intended use, which is typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences. | ||
Pre-development costs are capitalized when they are directly identifiable with the specific property and would be capitalized if the property were already acquired and acquisition of the property or an option to acquire the property is probable. Capitalized pre-development costs are expensed when management believes it is no longer probable that a contract will be executed and/or construction will commence. Because we frequently incur these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, we bear the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or if we are unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects where we have not yet acquired the target property or where we have not yet commenced construction on a periodic basis and expenses any pre-development costs related to projects whose current status indicates the acquisition or commencement of construction is not probable. Such write-offs are included within development, construction, and management services in the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of March 31, 2014 and December 31, 2013, we had deferred approximately $11.9 million and $10.5 million, respectively, in pre-development costs related to development projects for which construction has not commenced. Included within the March 31, 2014 balance were costs associated with nine land parcels that could be used for the development of nine properties (within either our wholly-owned portfolio or as contributions to joint venture projects) with an aggregate bed count ranging from approximately 4,300 to 4,700. Such costs are included in development in process on the accompanying condensed consolidated balance sheets. | ||
Management assesses whether there has been impairment in the value of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of investment in real estate is measured by a comparison of the carrying amount of a student housing property to the estimated future undiscounted cash flows expected to be generated by the property. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are less than the carrying value of the property. The estimation of future undiscounted cash flows is inherently uncertain and relies on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment reducing the carrying value of our long-lived assets could occur in the future period in which conditions change. To the extent that a property is impaired, the excess of the carrying amount of the property over its estimated fair value is recorded as an impairment charge. Fair value is determined based upon the discounted cash flows of the property, quoted market prices or independent appraisals, as considered necessary. | ||
Property Acquisition [Policy Text Block] | ' | |
Property Acquisitions | ||
We allocate the purchase price of acquired properties to net tangible and identified intangible assets and liabilities based on relative fair values of these assets and liabilities. Fair value estimates are based on information obtained from independent appraisals, market data, information obtained during due diligence and information related to the marketing and leasing at the specific property. The value of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy and costs to execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, net of variable operating expenses. The value of in-place leases is amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The purchase price of property acquisitions is not expected to be allocated to tenant relationships, considering the terms of the leases and the expected levels of renewals. Acquisition-related costs such as due diligence, legal, accounting and advisory fees are either expensed as incurred for acquisitions that are consolidated or capitalized for acquisitions accounted for under the equity method of accounting. | ||
Ground Leases [Policy Text Block] | ' | |
Ground Leases | ||
Ground lease expense is recognized on a straight-line basis over the term of the related lease. | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |
Cash, Cash Equivalents, and Restricted Cash | ||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash is excluded from cash for the purpose of preparing the condensed consolidated statements of cash flows. We maintain cash balances in various banks. At times our balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). We do not believe this presents significant exposure for our business. | ||
Restricted cash includes escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. In certain instances, restricted cash consists of funds, required by a counter-party to our derivative contracts, to serve as collateral for future settlements of those derivative contracts. At March 31, 2014 and December 31, 2013, we held approximately $15.6 million and $28.2 million, respectively, with a qualified intermediary to facilitate a tax deferred Section 1031 like-kind exchange in conjunction with the disposition of four properties. Our funds in escrow are typically held in interest bearing accounts covered under FDIC insurance subject to applicable limits. | ||
Deferred Financing Costs [Policy Text Block] | ' | |
Deferred Financing Costs | ||
We defer costs incurred in obtaining financing and amortize the costs using the straight-line method, which approximates the effective interest method, over the expected terms of the related loans. Upon repayment of the underlying debt agreement, any unamortized costs are charged to earnings. Deferred financing costs, net of accumulated amortization, are included in other assets, net in the accompanying condensed consolidated balance sheets. | ||
Noncontrolling Interests [Policy Text Block] | ' | |
Noncontrolling Interests | ||
Noncontrolling interests represent the portion of equity in our consolidated subsidiaries which is not attributable to the stockholders. Accordingly, noncontrolling interests are reported as a component of equity, separate from stockholders’ equity, in the accompanying condensed consolidated balance sheets. On the condensed consolidated statements of operations and comprehensive income (loss), operating results are reported at their consolidated amounts, including both the amount attributable to us and to noncontrolling interests. | ||
Real Estate, Policy [Policy Text Block] | ' | |
Real Estate Ventures | ||
We hold interests in our properties, both under development and in operation, through interests in both consolidated and unconsolidated real estate ventures. We assess our investments in real estate ventures to determine if a venture is a variable interest entity (“VIE”). Generally, an entity is determined to be a VIE when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor with disproportionately small voting interest. We consolidate entities that are VIEs and for which we are determined to be the primary beneficiary. In instances where we are not the primary beneficiary, we do not consolidate the entity for financial reporting purposes. The primary beneficiary is the entity that has both (1) the power to direct the activities that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Entities that are not defined as VIEs are consolidated where we are the general partner (or the equivalent) and the limited partners (or the equivalent) in such investments do not have rights which would preclude control. | ||
For entities where we are the general partner (or the equivalent), but do not control the real estate venture, as the other partners (or the equivalent) hold substantive participating rights, we use the equity method of accounting. For entities where we are a limited partner (or the equivalent), management considers factors such as ownership interest, voting control, authority to make decisions and contractual and substantive participating rights of the partners (or the equivalent) to determine if the presumption that the general partner controls the entity is overcome. In instances where these factors indicate we control the entity, we consolidate the entity; otherwise we account for our investments using the equity method of accounting. | ||
Under the equity method, investments are initially recognized in the balance sheet at cost and are subsequently adjusted to reflect our proportionate share of net earnings or losses of the entity, distributions received, contributions and certain other adjustments, as appropriate. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings of unconsolidated entities. When circumstances indicate there may have been a loss in value of an equity method investment below its carrying value, and we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the investment at fair value. | ||
Segment Reporting, Policy [Policy Text Block] | ' | |
Segments | ||
We define business segments by their distinct customer base and services provided. We have identified two reportable business segments: (i) student housing operations and (ii) development, construction and management services. We evaluate the performance of our operating segments based on operating income. All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing our two reportable operating segments. | ||
Student Housing Revenue [Policy Text Block] | ' | |
Student Housing Revenue | ||
Students are required to execute lease contracts with payment schedules that vary from annual to monthly payments. We recognize revenues on a straight-line basis over the term of the lease contracts. Generally, each executed contract is required to be accompanied by a signed parental guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues and included in other liabilities on the accompanying condensed consolidated balance sheets. Service revenue is recognized when earned. | ||
Development Construction And Management Services [Policy Text Block] | ' | |
Development, Construction and Management Services | ||
Development and construction service revenue is recognized using the percentage of completion method, as determined by construction costs incurred relative to total estimated construction costs. For the purpose of applying this method, significant estimates are necessary to determine the percentage of completion as of the balance sheet date. This method is used because management considers total cost to be the best measure of progress toward completion of the contract. Any changes in significant judgments and/or estimates used in determining construction and development revenue could significantly change the timing or amount of construction and development revenue recognized. | ||
Development and construction service revenue is recognized for contracts with entities we do not consolidate. For projects where revenue is based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net profit ultimately recognized on those projects. Profit derived from these projects is eliminated to the extent of our interest in the unconsolidated entity. Any incentive fees, net of the impact of our ownership interest if the entity is unconsolidated, are recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified by an independent third party. When total development or construction costs at completion exceed the fixed price set forth within the related contract, such cost overruns are recorded as additional investment in the unconsolidated entity. Entitlement fees and arrangement fees, where applicable, are recognized when earned based on the terms of the related contracts. | ||
Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria are met. | ||
Allowance For Doubtful Accounts [Policy Text Block] | ' | |
Allowance for Doubtful Accounts | ||
Allowances for student receivables are maintained to reduce our receivables to the amount that management estimates to be collectible, which approximates fair value. The allowance is estimated based on past due balances not received on contractual terms, as well as historical collections experience and current economic and business conditions. When management has determined that receivables are uncollectible, they are written off against the allowance for doubtful accounts. Recoveries of accounts previously written off are recorded when received. | ||
Derivatives, Policy [Policy Text Block] | ' | |
Derivative Instruments and Hedging Activities | ||
We enter into interest rate cap and interest rate swap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted to be borrowed, under credit facilities. These contracts effectively exchange existing or forecasted obligations to pay interest based on floating rates for obligations to pay interest based on fixed rates. | ||
All derivative instruments are recognized as either assets or liabilities on the condensed consolidated balance sheets at their respective fair values. Changes in fair value are recognized either in earnings or as other comprehensive income (loss), depending on whether the derivative has been designated as a cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the exposure being hedged and how effective the derivative is at offsetting movements in underlying exposure. We discontinue hedge accounting when: (i) we determine that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (ii) the derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. In situations in which hedge accounting is not initially designated, or is discontinued and a derivative remains outstanding, gains and losses related to changes in the fair value of the derivative instrument are recorded in current period earnings as a component of other income (loss) line item on the accompanying condensed consolidated statements of operations and comprehensive income (loss). Also included within this line item are any required monthly settlements on the swaps as well as any cash settlements paid. | ||
Income Tax, Policy [Policy Text Block] | ' | |
Income Taxes | ||
We have made an election to qualify, and believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code. Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our stock. We believe that we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT. | ||
As a REIT, we generally will not be subject to U.S. federal and state income tax on taxable income that we distribute currently to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax at regular corporate rates and generally will be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT could materially and adversely affect us, including our ability to make distributions to our stockholders in the future. | ||
We have made the election to treat TRS Holdings, our subsidiary which holds our development, construction and management companies that provide services to entities in which we do not own 100% of the equity interests, as a TRS. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes. Our TRS accounts for its income taxes in accordance with U.S. GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred tax assets and liabilities of the TRS entities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse. | ||
We follow a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not (a likelihood of more than 50 percent) to be sustained upon examination. Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when we subsequently determined that a tax position no longer met the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax positions is prohibited. | ||
Comprehensive Income, Policy [Policy Text Block] | ' | |
Comprehensive Income (Loss) | ||
Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss), which consists of unrealized gains (losses) on derivative instruments and foreign currency translation adjustments. Comprehensive income (loss) is presented in the accompanying condensed consolidated statements of operations and comprehensive income (loss), and accumulated other comprehensive income (loss) is displayed as a separate component of stockholders’ equity. | ||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |
Stock-Based Compensation | ||
We grant restricted stock and restricted OP Unit awards that typically vest over either a three or five year period. A restricted stock or OP Unit award is an award of shares of our common stock or OP Units that are subject to restrictions on transferability and other restrictions determined by our compensation committee at the date of grant. A grant date is established for a restricted stock award or restricted OP Unit award upon approval from our compensation committee and Board of Directors. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as our compensation committee may determine. Except to the extent restricted under the award agreement, a participant awarded restricted stock or OP Units has all the rights of a stockholder or OP Unit holder as to these shares or units, including the right to vote and the right to receive dividends or distributions on the shares or units. The fair value of the award is determined based on the market value of our common stock on the grant date and is recognized on a straight-line basis over the applicable vesting period for the entire award with cost recognized at the end of any period being at least equal to the shares that were then vested. | ||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | |
Foreign Currency | ||
Transactions denominated in foreign currencies are recorded in local currency at actual exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet dates are reported at the rates of exchange prevailing at those dates. Any gains or losses arising on monetary assets and liabilities from a change in exchange rates subsequent to the date of the transaction have been included in costs and expenses in the accompanying condensed consolidated statements of operations. As of March 31, 2014, we had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2014 were not significant. | ||
The financial statements of certain equity method investees and certain foreign subsidiaries are translated from their respective functional currencies into U.S. dollars using current and historical exchange rates. Translation adjustments resulting from this process are reported separately and accumulated as a component of accumulated other comprehensive income (loss) in stockholders' equity (deficit) in the accompanying condensed consolidated balance sheets. Upon sale or liquidation of our investments, the translation adjustment would be reported as part of the gain or loss on sale or liquidation. During the three months ended March 31, 2014, we recognized a foreign currency translation loss of approximately $1.0 million related to our investment in CSH Montreal LP in the accompanying condensed consolidated statements of comprehensive income (loss). | ||
Insurance Premiums Revenue Recognition, Policy [Policy Text Block] | ' | |
Insurance Recoveries | ||
Insurance recoveries are amounts due or received under our applicable insurance policies for asset damage and business interruption relating to the previously disclosed fire at The Grove at Pullman, Washington. Business interruption recovery is recorded when realized and included as a reduction within student housing operations expenses within the condensed consolidated statements of operations. For the three months ended March 31, 2014, we recognized approximately $0.6 million of business interruption recovery. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |
Recent Accounting Pronouncements | ||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)." This ASU states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain situations. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption and retrospective application are permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated financial statements. | ||
In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This ASU provides guidance on releasing cumulative translation adjustments to net income when an entity ceases to have a controlling financial interest in a subsidiary or business within a foreign entity. The cumulative translation adjustments should be released only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resides. This ASU is effective on a prospective basis for fiscal years and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated financial statements. | ||
In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405); Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. ASU 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed as the sum of the amount the entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the entity expects to pay on behalf of its co-obligors. The new standard is effective for fiscal years ending after December 15, 2013 and interim and annual periods thereafter. ASU 2013-04 is to be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s fiscal year of adoption. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements. | ||
In April 2014, the FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the threshold for disclosing discontinued operations and the related disclosure requirements. Pursuant to ASU 2014-08, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this guidance did not have a material effect on our condensed consolidated financial statements. | ||
Organization_and_Description_o1
Organization and Description of Business (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||
Schedule Of Properties In Which Company Has Operating and Under Construction Interest [Table Text Block] | ' | |||||||
Our portfolio consists of the following: | ||||||||
Properties in | Properties Under | |||||||
Operation | Construction(1) | |||||||
Wholly owned Grove properties | 32 | 4 | ||||||
Joint Venture Grove properties | 9 | 2 | ||||||
Total Grove Properties | 41 | 6 | ||||||
Joint Venture evo properties | - | 3 | ||||||
CB Portfolio | 28 | 1 | ||||||
Total Portfolio(2) | 69 | 10 | ||||||
-1 | For delivery in the 2014-2015 academic year, consolidated entities under construction include The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Gainesville, Florida, and The Grove at Mt. Pleasant, Michigan. For delivery in the 2014-2015 academic year, joint venture properties under construction include evo at Cira Centre South, Pennsylvania, The Grove at Louisville, Kentucky, The Grove at Greensboro, North Carolina, evo à Square Victoria, Montreal, and evo à Sherbrooke, Montreal. We also have an interest in a Copper Beech property under construction, Copper Beech at Ames. | |||||||
-2 | The re-development of our 100% owned property in Toledo, OH, which was acquired in March 2013, is excluded. We expect to announce more details on the redevelopment in 2014. | |||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Schedule Of Estimated Useful Lives Of Assets [Table Text Block] | ' | |
Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: | ||
Land improvements | 15 years | |
Buildings and leasehold improvements | 10-40 years | |
Furniture, fixtures and equipment | 2-15 years | |
Student_Housing_Properties_Tab
Student Housing Properties (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Real Estate [Abstract] | ' | |||||||
Schedule Of Student Housing Properties Net [Table Text Block] | ' | |||||||
The following is a summary of our student housing properties, net for the periods presented (in thousands): | ||||||||
March 31, | December 31, | |||||||
2014 | 2013 | |||||||
Land | $ | 63,117 | $ | 58,439 | ||||
Buildings and improvements | 624,755 | 597,141 | ||||||
Furniture, fixtures and equipment | 63,064 | 60,705 | ||||||
750,936 | 716,285 | |||||||
Less: accumulated depreciation | -108,214 | -102,356 | ||||||
$ | 642,722 | $ | 613,929 | |||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule Of Purchase Price Allocations [Table Text Block] | ' | ||||
The following table is a preliminary allocation of the purchase price and all amounts are subject to the completion of our allocation analysis and final valuations (in thousands): | |||||
Land | $ | 4,678 | |||
Buildings and improvements | 18,481 | ||||
Furniture, fixtures and equipment | 2,240 | ||||
In-place leases | 1,494 | ||||
Other | -495 | ||||
Fair value of debt at acquisition | -16,822 | ||||
9,576 | |||||
Less estimated fair value of interest owned prior to acquisition | -1,915 | ||||
$ | 7,661 | ||||
Investments_in_Unconsolidated_1
Investments in Unconsolidated Entities (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ||||||||||||||||||||||||||
Schedule Of Unconsolidated Investments and Debt [Table Text Block] | ' | ||||||||||||||||||||||||||
We are the guarantor of the construction and mortgage debt or credit facilities of our joint ventures with HSRE and Beaumont. Details of our unconsolidated investments at March 31, 2014 are presented in the following table (dollars in thousands): | |||||||||||||||||||||||||||
Debt | |||||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||||
Number of Properties | Average | ||||||||||||||||||||||||||
Our | Year | In | Under | Our Total | Amount | Interest | |||||||||||||||||||||
Unconsolidated Entities | Ownership | Founded | Operation | Development | Investment | Outstanding | Rate | Maturity Date / Range | |||||||||||||||||||
HSRE-Campus Crest I, LLC | 63.9 | % | 2009 | 3 | - | $ | 10,578 | $ | 32,485 | 2.65 | -1% | 2/9/15 | |||||||||||||||
HSRE-Campus Crest V, LLC | 10 | % | 2011 | 3 | - | 3,426 | 49,614 | 2.87 | -1% | 12/20/2014 – 01/05/2015 | |||||||||||||||||
HSRE-Campus Crest VI, LLC | 20 | % | 2012 | 3 | - | 13,527 | 32,998 | 2.52 | -1% | 5/08/2015 – 12/19/2015 | |||||||||||||||||
HSRE-Campus Crest IX, LLC | 30 | % | 2013 | - | 1 | 18,573 | 23,795 | 2.35 | -1% | 7/25/16 | |||||||||||||||||
HSRE-Campus Crest X, LLC | 30 | % | 2013 | - | 2 | 9,389 | 9,224 | 2.33 | -1% | 9/06/2016-9/30/2018 | |||||||||||||||||
CB Portfolio | 67 | -3% | 2013 | 28 | - | 254,252 | 390,936 | 5.65 | -1% | 6/01/2014 – 10/01/2020 | |||||||||||||||||
CB Ames | 67 | % | 2013 | - | 1 | 11,758 | - | n/a | n/a | ||||||||||||||||||
CSH Montreal LP | 35 | -4% | 2013 | - | 2 | 36,238 | 61,831 | 6.37 | -1% | 1/13/16 | |||||||||||||||||
Other | 20 | % | 2013 | - | - | 1,560 | - | n/a | n/a | ||||||||||||||||||
Total Unconsolidated Entities | 37 | 6 | $ | 359,301 | $ | 600,883 | 4.98 | % | |||||||||||||||||||
-1 | Variable interest rates. | ||||||||||||||||||||||||||
-2 | Comprised of fixed rate debt. | ||||||||||||||||||||||||||
-3 | As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio. | ||||||||||||||||||||||||||
-4 | As of March 31, 2014, we had CAD 16.0 million ($14.4 million) of preferred bridge equity in CSH Montreal. See discussion above. | ||||||||||||||||||||||||||
HSRE and DCV Holdings [Member] | ' | ||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ||||||||||||||||||||||||||
Equity Method Investment Summarized Financial Information Combined Financial Information [Table Text Block] | ' | ||||||||||||||||||||||||||
The following is a summary of the combined financial position of our unconsolidated entities with HSRE and CSH Montreal in their entirety, not only our interest in the entities, including provisional fair value balances that are subject to our allocation analyses and appraisals, for the periods presented (amounts in thousands): | |||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Student housing properties, net | $ | 321,644 | $ | 289,797 | |||||||||||||||||||||||
Development in process | 120,444 | 81,994 | |||||||||||||||||||||||||
Other assets | 18,249 | 15,341 | |||||||||||||||||||||||||
Total assets | $ | 460,337 | $ | 387,132 | |||||||||||||||||||||||
Liabilities and Equity | |||||||||||||||||||||||||||
Mortgage and construction loans | $ | 210,325 | $ | 165,445 | |||||||||||||||||||||||
Other liabilities | 58,800 | 58,948 | |||||||||||||||||||||||||
Owners' equity | 191,212 | 162,739 | |||||||||||||||||||||||||
Total liabilities and owners' equity | $ | 460,337 | $ | 387,132 | |||||||||||||||||||||||
Company's share of historical owners' equity | $ | 67,446 | $ | 41,390 | |||||||||||||||||||||||
Preferred investment(1) | 21,799 | 16,468 | |||||||||||||||||||||||||
Net difference in carrying value of investment versus net book value of underlying net assets(2) | 4,046 | 5,388 | |||||||||||||||||||||||||
Carrying value of investment in unconsolidated entities | $ | 93,291 | $ | 63,246 | |||||||||||||||||||||||
-1 | As of March 31, 2014, we had Class B member interest in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. We also had a CAD 16 million ($14.4 million) Class A interest in CSH Holdings entitling us to a commitment fee of 1.0% of the Class A interest each quarter and 10.0% annual return on our investment. As of December 31, 2013, we had Class B member interest in The Grove at San Angelo, Texas, The Grove at Conway, Arkansas, The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.8 million, $6.4 million, $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. | ||||||||||||||||||||||||||
-2 | This amount represents the aggregate excess of our carrying amount above our underlying equity in the net assets of our investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the difference between the allocated value to acquired entity interests and the venture’s basis in those interests, the capitalization of additional investment in the unconsolidated entity and the elimination of service related revenue to the extent of our percentage ownership. | ||||||||||||||||||||||||||
Equity Method Investment Summarized Financial Information Statement Of Operation [Table Text Block] | ' | ||||||||||||||||||||||||||
The following is a summary of the combined operating results for our unconsolidated entities with HSRE in their entirety, not only our interest in the entities, for the periods presented (in thousands): | |||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||
March 31, | March 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Revenues | $ | 6,456 | $ | 4,762 | |||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||
Operating expenses | 3,561 | 2,577 | |||||||||||||||||||||||||
Interest expense | 1,051 | 1,140 | |||||||||||||||||||||||||
Depreciation and amortization | 2,030 | 1,360 | |||||||||||||||||||||||||
Other (income) expense | -53 | 24 | |||||||||||||||||||||||||
Total expenses | 6,589 | 5,101 | |||||||||||||||||||||||||
Net loss | $ | -133 | $ | -339 | |||||||||||||||||||||||
Copper Beech [Member] | ' | ||||||||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ||||||||||||||||||||||||||
Equity Method Investment Summarized Financial Information Combined Financial Information [Table Text Block] | ' | ||||||||||||||||||||||||||
The following is a summary of the financial position reflecting the cost basis of our investments in the Copper Beech entities in their entirety for the 30 properties in the CB Portfolio as of March 31, 2014 and December 31, 2013 (amounts in thousands): | |||||||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||
Student housing properties, net | $ | 742,530 | $ | 748,280 | |||||||||||||||||||||||
Intangible assets | 23,340 | 37,100 | |||||||||||||||||||||||||
Other assets | 4,948 | 5,201 | |||||||||||||||||||||||||
Total assets | $ | 770,818 | $ | 790,581 | |||||||||||||||||||||||
Liabilities and Equity | |||||||||||||||||||||||||||
Mortgage and construction loans | $ | 417,096 | $ | 421,239 | |||||||||||||||||||||||
Other liabilities | 6,896 | 13,112 | |||||||||||||||||||||||||
Owners' equity | 346,826 | 356,230 | |||||||||||||||||||||||||
Total liabilities and owners' equity | $ | 770,818 | $ | 790,581 | |||||||||||||||||||||||
Company's share of historical owners' equity | $ | 247,688 | $ | 244,964 | |||||||||||||||||||||||
Net difference in carrying value of investment versus net book value of underlying net assets(1) | 18,322 | 16,628 | |||||||||||||||||||||||||
Carrying value of investment in unconsolidated entity | $ | 266,010 | $ | 261,592 | |||||||||||||||||||||||
-1 | This amount represents the aggregate difference between our historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the capitalization of transaction costs incurred to acquire the Company's interest in the entity. | ||||||||||||||||||||||||||
Equity Method Investment Summarized Financial Information Statement Of Operation [Table Text Block] | ' | ||||||||||||||||||||||||||
The following is a summary of the operating results for our unconsolidated Copper Beech entities in their entirety, not only our interest in the entities. The summary includes the results for 37 properties from March 18, 2013 (the date of the transaction) through March 31, 2013, and the results for 30 properties from January 1, 2014 through March 31, 2014 (in thousands): | |||||||||||||||||||||||||||
Three Months | Period from | ||||||||||||||||||||||||||
Ended | March 18, 2013 to | ||||||||||||||||||||||||||
March 31, 2014 | March 31, 2013 | ||||||||||||||||||||||||||
Revenues | $ | 19,265 | $ | 3,591 | |||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||
Operating expenses | 7,300 | 1,310 | |||||||||||||||||||||||||
Interest expense | 2,940 | 799 | |||||||||||||||||||||||||
Depreciation and amortization | 9,777 | 1,723 | |||||||||||||||||||||||||
Other expenses | 339 | 48 | |||||||||||||||||||||||||
Total expenses | 20,356 | 3,880 | |||||||||||||||||||||||||
Net loss | $ | -1,091 | $ | -289 | |||||||||||||||||||||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||||||||
Schedule Of Mortgage Loans Construction Loans and Line Of Credit [Table Text Block] | ' | ||||||||||||||||||||||
The following is a summary of our mortgage and construction notes payable, the Credit Facility (defined below) and other debt for the periods presented (amounts in thousands): | |||||||||||||||||||||||
March 31, | December 31, | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Fixed-rate mortgage loans | $ | 164,894 | $ | 165,393 | |||||||||||||||||||
Variable-rate mortgage loans | 16,806 | - | |||||||||||||||||||||
Construction loans | 42,046 | 40,138 | |||||||||||||||||||||
Line of credit | 166,000 | 108,500 | |||||||||||||||||||||
Exchangeable senior notes | 96,906 | 96,758 | |||||||||||||||||||||
Other debt | 2,394 | 2,694 | |||||||||||||||||||||
$ | 489,046 | $ | 413,483 | ||||||||||||||||||||
Schedule Of Debt Instrument [Table Text Block] | ' | ||||||||||||||||||||||
Mortgage and construction loans for the periods presented consisted of the following (in thousands): | |||||||||||||||||||||||
Principal | |||||||||||||||||||||||
Principal | Outstanding | Interest | |||||||||||||||||||||
Face | Outstanding | at | Stated Interest | Rate at | Maturity | ||||||||||||||||||
Amount | at 3/31/2014 | 12/31/13 | Rate | 3/31/14 | Date (1) | Amortization | |||||||||||||||||
Construction loans | |||||||||||||||||||||||
The Grove at Muncie | $ | 14,567 | $ | 12,237 | $ | 12,237 | LIBOR + 225 bps | 2.4 | % | 7/3/15 | Interest only | ||||||||||||
The Grove at Slippery Rock | 17,961 | Base Rate + 115 bps / LIBOR + 215 bps | 2.3 | % | 6/21/16 | Interest only | |||||||||||||||||
The Grove at Fort Collins | 19,073 | 19,073 | 17,228 | LIBOR + 190 bps | 2.05 | % | 7/13/15 | Interest Only | |||||||||||||||
The Grove at Pullman | 16,016 | 10,736 | 10,673 | LIBOR + 220 bps | 2.35 | % | 9/5/15 | Interest Only | |||||||||||||||
The Grove at Grand Forks | 16,916 | - | - | LIBOR + 200 bps | 2.15 | % | 2/5/17 | Interest Only | |||||||||||||||
Mortgage loans | |||||||||||||||||||||||
The Grove at Denton | 17,167 | 16,806 | - | LIBOR + 215 bps | 2.3 | % | 3/1/17 | 30 years | |||||||||||||||
The Grove at Milledgeville | 16,250 | 15,793 | 15,847 | 6.12% | 6.12 | % | 10/1/16 | 30 years | -2 | ||||||||||||||
The Grove at Carrollton and The Grove at Las Cruces | 29,790 | 28,954 | 29,052 | 6.13% | 6.13 | % | 10/11/16 | 30 years | |||||||||||||||
The Grove at Asheville | 14,800 | 14,449 | 14,500 | 5.77% | 5.77 | % | 4/11/17 | 30 years | -2 | ||||||||||||||
The Grove at Ellensburg | 16,125 | 16,012 | 16,070 | 5.10% | 5.1 | % | 9/1/18 | 30 years | -2 | ||||||||||||||
The Grove at Nacogdoches | 17,160 | 17,038 | 17,100 | 5.01% | 5.01 | % | 9/1/18 | 30 years | -3 | ||||||||||||||
The Grove at Greeley | 15,233 | 15,130 | 15,194 | 4.29% | 4.29 | % | 10/1/18 | 30 years | -3 | ||||||||||||||
The Grove at Clarksville | 16,350 | 16,350 | 16,350 | 4.03% | 4.03 | % | 7/1/22 | 30 years | (3) (4) | ||||||||||||||
The Grove at Columbia | 23,775 | 23,068 | 23,180 | 3.83% | 3.83 | % | 7/1/22 | 30 years | -5 | ||||||||||||||
The Grove at Statesboro | 18,100 | 18,100 | 18,100 | 4.01% | 4.01 | % | 1/1/23 | 30 years | -2 | ||||||||||||||
$ | 223,746 | $ | 205,531 | ||||||||||||||||||||
-1 | For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. | ||||||||||||||||||||||
-2 | Loans require interest only payments, plus certain reserves and escrows, that are payable monthly for a period of five years. Monthly payments of principal and interest, plus certain reserve and escrow amounts, are due thereafter until maturity when all principal is due. | ||||||||||||||||||||||
-3 | Interest only for the first two years, followed by 30 year amortization. | ||||||||||||||||||||||
-4 | Loan requires interest only payments, plus certain reserves and escrows payable monthly through August 2014, thereafter, principal and interest, plus certain reserves and escrows that are payable monthly until maturity. | ||||||||||||||||||||||
-5 | Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. | ||||||||||||||||||||||
Fair_Value_Disclosures_Tables
Fair Value Disclosures (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | ' | |||||||||||||
The following is a summary of the fair value of our mortgages, construction loans payable, other debt and Exchangeable Senior Notes aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): | ||||||||||||||
Estimated Fair Value | ||||||||||||||
Quoted Prices in | ||||||||||||||
Active Markets | ||||||||||||||
for Identical | Significant Other | Significant | ||||||||||||
Assets and | Observable | Unobservable | ||||||||||||
Liabilities | Inputs | Inputs | ||||||||||||
March 31, 2014 | (Level 1) | (Level 2) | (Level 3) | Carrying Value | ||||||||||
Fixed-rate mortgage loans | $ | - | $ | 170,462 | $ | - | $ | 164,894 | ||||||
Variable-rate mortgage loans | - | 16,790 | - | 16,806 | ||||||||||
Construction loans | - | 41,967 | - | 42,046 | ||||||||||
Exchangeable Senior Notes | - | 96,939 | - | 96,906 | ||||||||||
Other Debt | - | 2,408 | - | 2,394 | ||||||||||
31-Dec-13 | ||||||||||||||
Fixed-rate mortgage loans | - | 161,379 | - | 165,393 | ||||||||||
Variable-rate mortgage loans | - | - | - | - | ||||||||||
Construction loans | - | 40,258 | - | 40,138 | ||||||||||
Exchangeable Senior Notes | - | 98,547 | - | 96,758 | ||||||||||
Other Debt | - | 2,671 | - | 2,694 | ||||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||
Computations of basic and diluted income (loss) per share for the periods presented are as follows (amounts in thousands, except per share data): | ||||||||
Three Months | Three Months | |||||||
Ended | Ended | |||||||
March 31, 2014 | March 31, 2013 | |||||||
Basic earnings: | ||||||||
Income from continuing operations | $ | 1,048 | $ | 1,897 | ||||
Preferred stock dividends | -3,050 | -1,150 | ||||||
Income (loss) from continuing operations attributable to noncontrolling interests | -15 | 8 | ||||||
Income (loss) from continuing operations attributable to common stockholders | -1,987 | 739 | ||||||
Income from discontinued operations | - | 270 | ||||||
Income from discontinued operations attributable to noncontrolling interests | - | 3 | ||||||
Income from discontinued operations attributable to common stockholders | - | 267 | ||||||
Net income (loss) attributable to common stockholders | $ | -1,987 | $ | 1,006 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 64,495 | 46,156 | ||||||
Incremental shares from assumed | ||||||||
conversion — OP units | 434 | 435 | ||||||
Diluted | 64,929 | 46,591 | ||||||
Basic and diluted earnings per share: | ||||||||
Income (loss) from continuing operations attributable to common stockholders - basic and diluted | $ | -0.03 | $ | 0.01 | ||||
Income from discontinued operations attributable to common stockholders - basic and diluted | - | 0.01 | ||||||
Net income (loss) attributable to common stockholders - basic and diluted | $ | -0.03 | $ | 0.02 | ||||
Equity_Tables
Equity (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Equity [Abstract] | ' | |||||||
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | ' | |||||||
The following is a summary of changes in the shares of our common stock for the periods shown (in thousands): | ||||||||
For the Three Months Ended | ||||||||
For the Three Months Ended | ||||||||
March 31, 2014 | March 31, 2013 | |||||||
Common shares at beginning of period | 64,502 | 38,558 | ||||||
Issuance of common shares | - | 25,530 | ||||||
Issuance of restricted shares | - | 357 | ||||||
Forfeiture of restricted shares | -15 | -15 | ||||||
Common shares at end of period | 64,487 | 64,430 | ||||||
Incentive_Plans_Tables
Incentive Plans (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | |||||||
The following is a summary of our restricted common share activity for the period shown (in thousands, except weighted average grant price): | ||||||||
Restricted | Weighted | |||||||
Common | Average | |||||||
Stock | Grant Price | |||||||
Unvested balances at December 31, 2013 | 648 | $ | 11.97 | |||||
Vested | -162 | 11.65 | ||||||
Forfeited | -15 | 12.11 | ||||||
Unvested balances at March 31, 2014 | 471 | $ | 12.07 | |||||
Segments_Tables
Segments (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ' | |||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||
The following tables set forth our segment information for the periods presented (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Student Housing Operations: | ||||||||
Revenues from external customers | $ | 24,608 | $ | 21,572 | ||||
Operating expenses | 17,500 | 15,288 | ||||||
Income from wholly-owned student housing operations | 7,108 | 6,284 | ||||||
Equity in earnings of unconsolidated earnings | 319 | 410 | ||||||
Operating income | 7,427 | 6,694 | ||||||
Nonoperating expenses | -3,941 | -2,563 | ||||||
Net income | 3,486 | 4,131 | ||||||
Net income attributable to noncontrolling interest | 34 | 38 | ||||||
Net income attributable to common stockholders | $ | 3,452 | $ | 4,093 | ||||
Depreciation and amortization | $ | 6,770 | $ | 5,536 | ||||
Capital expenditures | $ | 30,218 | $ | 25,695 | ||||
Investment in unconsolidated entities | $ | 359,301 | $ | 165,688 | ||||
Total segment assets at end of period | $ | 1,136,343 | $ | 1,134,960 | ||||
Development, Construction and Management Services: | ||||||||
Revenues from external customers | $ | 7,436 | $ | 11,427 | ||||
Intersegment revenues | 26,834 | 19,193 | ||||||
Total revenues | 34,270 | 30,620 | ||||||
Operating expenses | 31,420 | 29,486 | ||||||
Net income | 2,850 | 1,134 | ||||||
Net income attributable to noncontrolling interest | 27 | 11 | ||||||
Net income attributable to common stockholders | $ | 2,823 | $ | 1,123 | ||||
Depreciation and amortization | $ | 1 | $ | 50 | ||||
Total segment assets at end of period | $ | 102,127 | $ | 57,072 | ||||
Reconciliations: | ||||||||
Total segment revenues | $ | 58,878 | $ | 52,192 | ||||
Elimination of intersegment revenues | -26,834 | -19,193 | ||||||
Total consolidated revenues | $ | 32,044 | $ | 32,999 | ||||
Segment operating income | $ | 10,277 | $ | 7,828 | ||||
Interest expense | -3,376 | -2,884 | ||||||
Net unallocated expenses related to corporate overhead | -6,109 | -3,535 | ||||||
Other income | 66 | 36 | ||||||
Net income before income tax benefit | $ | 858 | $ | 1,445 | ||||
Total segment assets | $ | 1,238,470 | $ | 1,192,032 | ||||
Unallocated corporate assets and eliminations | 12,430 | 6,181 | ||||||
Total assets at end of period | $ | 1,250,900 | $ | 1,198,213 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||
Future minimum payments over the life of our corporate office lease and long-term ground leases subsequent to March 31, 2014 are as follows (in thousands): | |||||
2014 | $ | 1,100 | |||
2015 | 1,473 | ||||
2016 | 1,484 | ||||
2017 | 1,500 | ||||
2018 | 1,489 | ||||
Thereafter | 40,673 | ||||
Total future minimum lease payments | $ | 47,719 | |||
Organization_and_Description_o2
Organization and Description of Business (Details) | Mar. 31, 2014 | |
Properties in Operation | 41 | |
Properties Under Construction | 6 | [1] |
Total Portfolio [Member] | ' | |
Properties in Operation | 69 | [2] |
Properties Under Construction | 10 | [1],[2] |
Wholly owned Grove properties [Member] | ' | |
Properties in Operation | 32 | |
Properties Under Construction | 4 | [1] |
Joint Venture Grove properties [Member] | ' | |
Properties in Operation | 9 | |
Properties Under Construction | 2 | [1] |
Joint Venture evo properties [Member] | ' | |
Properties in Operation | 0 | |
Properties Under Construction | 3 | [1] |
CB Portfolio [Member] | ' | |
Properties in Operation | 28 | |
Properties Under Construction | 1 | [1] |
[1] | For delivery in the 2014-2015 academic year, consolidated entities under construction include The Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Gainesville, Florida, and The Grove at Mt. Pleasant, Michigan. For delivery in the 2014-2015 academic year, joint venture properties under construction include evo at Cira Centre South, Pennsylvania, The Grove at Louisville, Kentucky, The Grove at Greensboro, North Carolina, evo C Square Victoria, Montreal, and evo C Sherbrooke, Montreal. We also have an interest in a Copper Beech property under construction, Copper Beech at Ames. | |
[2] | The re-development of our 100% owned property in Toledo, OH, which was acquired in March 2013, is excluded. We expect to announce more details on the redevelopment in 2014. |
Organization_and_Description_o3
Organization and Description of Business (Details Textual) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Real Estate Investment Trust, Percentage Of Distribute Of Income, Minimum | 90.00% | ' |
Properties in Operation | 41 | ' |
Re-development property | ' | 100.00% |
Copper Beech [Member] | ' | ' |
Properties in Operation | 28 | ' |
Trs Subsidiary [Member] | ' | ' |
Company Ownership Percentage | 100.00% | ' |
Wholly owned Grove properties [Member] | ' | ' |
Properties in Operation | 32 | ' |
Joint Venture Grove properties [Member] | ' | ' |
Properties in Operation | 9 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Land Improvements [Member] | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Buildings and Leasehold Improvements [Member] | Minimum [Member] | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Buildings and Leasehold Improvements [Member] | Maximum [Member] | ' |
Property, Plant and Equipment, Useful Life | '40 years |
Furniture, fixtures, and equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment, Useful Life | '2 years |
Furniture, fixtures, and equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment, Useful Life | '15 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Interest Costs Capitalized | $1,900,000 | $600,000 | ' |
Real Estate Property, Capitalized Of Indirect Costs | 3,300,000 | 2,100,000 | ' |
Deferred Costs | 11,900,000 | ' | 10,500,000 |
Restricted Cash and Cash Equivalents | 15,600,000 | ' | 28,200,000 |
Business Interruption Insurance Recovery | 600,000 | ' | ' |
Foreign currency translation | $992,000 | $0 | ' |
Trs Subsidiary [Member] | ' | ' | ' |
Company Ownership Percentage | 100.00% | ' | ' |
Student_Housing_Properties_Det
Student Housing Properties (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Land | $63,117 | $58,439 |
Buildings and improvements | 624,755 | 597,141 |
Furniture, fixtures and equipment | 63,064 | 60,705 |
Student housing properties | 750,936 | 716,285 |
Less: accumulated depreciation | -108,214 | -102,356 |
Investment in real estate, net | $642,722 | $613,929 |
Student_Housing_Properties_Det1
Student Housing Properties (Details Textual) (Harrison Street Real Estate [Member]) | Jan. 31, 2014 |
Harrison Street Real Estate [Member] | ' |
Equity Method Investment, Ownership Percentage | 80.00% |
Business_Acquisitions_Details
Business Acquisitions (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Land | $4,678 |
Buildings and improvements | 18,481 |
Furniture, fixtures and equipment | 2,240 |
In-place leases | 1,494 |
Other | -495 |
Fair value of debt at acquisition | -16,822 |
Business Acquisitions Purchase Price Allocation Assets Acquired | 9,576 |
Less estimated fair value of interest owned prior to acquisition | -1,915 |
Business Acquisitions Costs Of Acquired Entity Purchase Price | $7,661 |
Business_Acquisitions_Details_
Business Acquisitions (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 | Mar. 31, 2014 | |
Payments to Acquire Businesses, Gross | $7.70 | ' | ' | |
Goodwill, Impairment Loss | ' | 0.3 | ' | |
Business Acquisition, Pro Forma Revenue | ' | ' | 0.7 | |
Business Acquisition Of Property Earnings | ' | ' | 0.1 | |
CSH Montreal LP [Member] | ' | ' | ' | |
Equity Method Investment, Ownership Percentage | ' | ' | 35.00% | [1] |
Harrison Street Real Estate [Member] | ' | ' | ' | |
Equity Method Investment, Ownership Percentage | 80.00% | ' | ' | |
Harrison Street Real Estate Campus Crest I, Llc [Member] | ' | ' | ' | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | ' | $1.90 | ' | |
The Grove at Denton, Texas [Member] | ' | ' | ' | |
Equity Method Investment, Ownership Percentage | 20.00% | ' | ' | |
[1] | As of March 31, 2014, we had CAD 16.0 million ($14.4 million) of preferred bridge equity in CSH Montreal. See discussion above. |
Investments_in_Unconsolidated_2
Investments in Unconsolidated Entities (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Number of Properties, In Operations | 37 | ' | |
Number of Properties, Under Operations | 6 | ' | |
Investment in unconsolidated entities | $359,301 | $324,838 | |
Construction Loan | 600,883 | ' | |
Debt, Weighted Average Interest Rate | 4.98% | ' | |
Cb Portfolio [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 67.00% | [1] | ' |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 28 | ' | |
Number of Properties, Under Operations | 0 | ' | |
Investment in unconsolidated entities | 254,252 | ' | |
Construction Loan | 390,936 | ' | |
Debt, Weighted Average Interest Rate | 5.65% | [2] | ' |
Debt, Maturity Start Date | 1-Jun-14 | ' | |
Debt, Maturity End Date | 1-Oct-20 | ' | |
HSRE Campus Crest I LLC [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 63.90% | ' | |
Year Founded | '2009 | ' | |
Number of Properties, In Operations | 3 | ' | |
Number of Properties, Under Operations | 0 | ' | |
Investment in unconsolidated entities | 10,578 | ' | |
Construction Loan | 32,485 | ' | |
Debt, Weighted Average Interest Rate | 2.65% | [3] | ' |
Maturity Date | 9-Feb-15 | ' | |
HSRE Campus Crest V LLC [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 10.00% | ' | |
Year Founded | '2011 | ' | |
Number of Properties, In Operations | 3 | ' | |
Number of Properties, Under Operations | 0 | ' | |
Investment in unconsolidated entities | 3,426 | ' | |
Construction Loan | 49,614 | ' | |
Debt, Weighted Average Interest Rate | 2.87% | [3] | ' |
Debt, Maturity Start Date | 20-Dec-14 | ' | |
Debt, Maturity End Date | 5-Jan-15 | ' | |
HSRE Campus Crest VI LLC [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 20.00% | ' | |
Year Founded | '2012 | ' | |
Number of Properties, In Operations | 3 | ' | |
Number of Properties, Under Operations | 0 | ' | |
Investment in unconsolidated entities | 13,527 | ' | |
Construction Loan | 32,998 | ' | |
Debt, Weighted Average Interest Rate | 2.52% | [3] | ' |
Debt, Maturity Start Date | 8-May-15 | ' | |
Debt, Maturity End Date | 19-Dec-15 | ' | |
HSRE Campus Crest IX LLC [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 30.00% | ' | |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 0 | ' | |
Number of Properties, Under Operations | 1 | ' | |
Investment in unconsolidated entities | 18,573 | ' | |
Construction Loan | 23,795 | ' | |
Debt, Weighted Average Interest Rate | 2.35% | [3] | ' |
Maturity Date | 25-Jul-16 | ' | |
HSRE Campus Crest X LLC [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 30.00% | ' | |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 0 | ' | |
Number of Properties, Under Operations | 2 | ' | |
Investment in unconsolidated entities | 9,389 | ' | |
Construction Loan | 9,224 | ' | |
Debt, Weighted Average Interest Rate | 2.33% | [3] | ' |
Debt, Maturity Start Date | 6-Sep-16 | ' | |
Debt, Maturity End Date | 30-Sep-18 | ' | |
CSH Montreal LP [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 35.00% | [4] | ' |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 0 | ' | |
Number of Properties, Under Operations | 2 | ' | |
Investment in unconsolidated entities | 36,238 | ' | |
Construction Loan | 61,831 | ' | |
Debt, Weighted Average Interest Rate | 6.37% | [3] | ' |
Maturity Date | 13-Jan-16 | ' | |
Other Unconsolidated Entities [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 20.00% | ' | |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 0 | ' | |
Number of Properties, Under Operations | 0 | ' | |
Investment in unconsolidated entities | 1,560 | ' | |
Construction Loan | 0 | ' | |
Debt, Weighted Average Interest Rate | 0.00% | ' | |
CB Ames [Member] | ' | ' | |
Schedule of Equity Method Investments [Line Items] | ' | ' | |
Company Ownership Percentage | 67.00% | ' | |
Year Founded | '2013 | ' | |
Number of Properties, In Operations | 0 | ' | |
Number of Properties, Under Operations | 1 | ' | |
Investment in unconsolidated entities | 11,758 | ' | |
Construction Loan | $0 | ' | |
[1] | As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio. | ||
[2] | Comprised of fixed rate debt. | ||
[3] | Variable interest rates. | ||
[4] | As of March 31, 2014, we had CAD 16.0 million ($14.4 million) of preferred bridge equity in CSH Montreal. See discussion above. |
Investments_in_Unconsolidated_3
Investments in Unconsolidated Entities (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Assets | ' | ' | ||
Development in process | $121,353 | $91,184 | ||
Liabilities and Equity | ' | ' | ||
Carrying value of investment in unconsolidated entities | 359,301 | 324,838 | ||
HSRE and DCV Holdings [Member] | ' | ' | ||
Assets | ' | ' | ||
Student housing properties, net | 321,644 | 289,797 | ||
Development in process | 120,444 | 81,994 | ||
Other assets | 18,249 | 15,341 | ||
Total assets | 460,337 | 387,132 | ||
Liabilities and Equity | ' | ' | ||
Mortgage and construction loans | 210,325 | 165,445 | ||
Other liabilities | 58,800 | 58,948 | ||
Owners' equity | 191,212 | 162,739 | ||
Total liabilities and owners' equity | 460,337 | 387,132 | ||
Company's share of historical owners' equity | 67,446 | 41,390 | ||
Preferred investment | 21,799 | [1] | 16,468 | [1] |
Net difference in carrying value of investment versus net book value of underlying net assets | 4,046 | [2] | 5,388 | [2] |
Carrying value of investment in unconsolidated entities | 93,291 | 63,246 | ||
Copper Beech [Member] | ' | ' | ||
Assets | ' | ' | ||
Student housing properties, net | 742,530 | 748,280 | ||
Intangible assets | 23,340 | 37,100 | ||
Other assets | 4,948 | 5,201 | ||
Total assets | 770,818 | 790,581 | ||
Liabilities and Equity | ' | ' | ||
Mortgage and construction loans | 417,096 | 421,239 | ||
Other liabilities | 6,896 | 13,112 | ||
Owners' equity | 346,826 | 356,230 | ||
Total liabilities and owners' equity | 770,818 | 790,581 | ||
Company's share of historical owners' equity | 247,688 | 244,964 | ||
Net difference in carrying value of investment versus net book value of underlying net assets | 18,322 | [3] | 16,628 | [3] |
Carrying value of investment in unconsolidated entities | $266,010 | $261,592 | ||
[1] | As of March 31, 2014, we had a Class B member interest in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. We also had a CAD 16 million ($14.4 million) Class A interest in CSH Holdings entitling us to a commitment fee of 1.0% of the Class A interest each quarter and 10.0% annual return on our investment for the quarter ended March 31, 2014. As of December 31, 2013, we had a Class B member interest in The Grove at San Angelo, Texas, The Grove at Conway, Arkansas, The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.8 million, $6.4 million, $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. | |||
[2] | This amount represents the aggregate excess of our carrying amount above our underlying equity in the net assets of our developments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the difference between the allocated value to acquired entity interests and the venturebs basis in those interests, the capitalization of additional investment in the unconsolidated entity and the elimination of service related revenue to the extent of our percentage ownership. | |||
[3] | This amount represents the aggregate difference between our historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the capitalization of additional investment in the unconsolidated entity. |
Investments_in_Unconsolidated_4
Investments in Unconsolidated Entities (Details 2) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 |
HSRE and DCV Holdings [Member] | HSRE and DCV Holdings [Member] | Copper Beech [Member] | Copper Beech [Member] | |
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Revenues | $6,456 | $4,762 | $3,591 | $19,265 |
Expenses: | ' | ' | ' | ' |
Operating expenses | 3,561 | 2,577 | 1,310 | 7,300 |
Interest expense | 1,051 | 1,140 | 799 | 2,940 |
Depreciation and amortization | 2,030 | 1,360 | 1,723 | 9,777 |
Other (income) expense | -53 | 24 | 48 | 339 |
Total expenses | 6,589 | 5,101 | 3,880 | 20,356 |
Net loss | ($133) | ($339) | ($289) | ($1,091) |
Investments_in_Unconsolidated_5
Investments in Unconsolidated Entities (Details Textual) | 3 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | ||
USD ($) | USD ($) | HIM Holdings LP [Member] | HIM Holdings LP [Member] | HIM Holdings LP [Member] | HIM Holdings LP [Member] | HIM Holdings LP [Member] | CSH Montreal [Member] | Beaumont and Partners [Member] | Beaumont and Partners [Member] | Copper Beech [Member] | Copper Beech [Member] | Copper Beech [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class B [Member] | Preferred Class A [Member] | Preferred Class A [Member] | Cb Portfolio [Member] | ||
USD ($) | CAD | Minimum [Member] | Maximum [Member] | The Grove at San Angelo Texas [Member] | The Grove at Conway Arkansas [Member] | The Grove at Indiana [Member] | The Grove at Indiana [Member] | The Grove at Greensboro [Member] | The Grove at Greensboro [Member] | The Grove at Louisville [Member] | The Grove at Louisville [Member] | USD ($) | CAD | ||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity method investment, ownership percentage | ' | ' | 25.54% | ' | ' | 20.00% | 35.00% | 60.54% | 39.46% | 39.46% | ' | ' | ' | ' | 63.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | [1] |
Return On Investment Of Properties | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of joint venture properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | 30 | 37 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Business Acquisitions Costs Of Acquired Entity Purchase Price | $7,661,000 | ' | ' | $58,600,000 | 65,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity Method Investment, Ownership Percentage | ' | ' | 25.54% | ' | ' | 20.00% | 35.00% | 60.54% | 39.46% | 39.46% | ' | ' | ' | ' | 63.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | [1] |
Preferred Stock, Value, Issued | 61,000 | 61,000 | ' | 14,400,000 | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | 6,400,000 | 2,700,000 | 2,700,000 | 2,700,000 | 2,700,000 | 1,900,000 | 1,900,000 | 14,400,000 | 16,000,000 | ' | |
Notes Payable, Total | ' | ' | ' | $100,900,000 | 112,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Description of Variable Rate Basis | '67.0 | ' | 'Canadian Dealer Offered Rate ("CDOR"), which was 1.22% at March 31, 2014, plus a spread of 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 3.37% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt Instrument, Maturity Date | ' | ' | 13-Jan-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Commitment Fee Percentage Each Quarter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.00% | ' | |
Percentage of Return on Investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | |
[1] | As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio. |
Debt_Details
Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Fixed-rate mortgage loans | $164,894 | $165,393 |
Variable-rate mortgage loans | 16,806 | 0 |
Construction loans | 42,046 | 40,138 |
Line of credit | 166,000 | 108,500 |
Exchangeable senior notes | 96,906 | 96,758 |
Other debt | 2,394 | 2,694 |
Long-Term Debt | $489,046 | $413,483 |
Debt_Details_1
Debt (Details 1) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |||||||||||||||||
In Thousands, unless otherwise specified | The Grove at Denton [Member] | The Grove at Denton [Member] | The Grove at Milledgeville [Member] | The Grove at Milledgeville [Member] | The Grove at Carrollton and The Grove at Las Cruces [Member] | The Grove at Carrollton and The Grove at Las Cruces [Member] | The Grove at Asheville [Member] | The Grove at Asheville [Member] | The Grove at Ellensburg [Member] | The Grove at Ellensburg [Member] | The Grove at Nacogdoches [Member] | The Grove at Nacogdoches [Member] | The Grove at Greeley [Member] | The Grove at Greeley [Member] | The Grove at Clarksville [Member] | The Grove at Clarksville [Member] | The Grove at Columbia [Member] | The Grove at Columbia [Member] | The Grove at Statesboro [Member] | The Grove at Statesboro [Member] | The Grove at Muncie [Member] | The Grove at Muncie [Member] | The Grove at Slippery Rock [Member] | The Grove at Slippery Rock [Member] | The Grove at Fort Collins [Member] | The Grove at Fort Collins [Member] | The Grove at Pullman [Member] | The Grove at Pullman [Member] | The Grove at Grand Forks [Member] | The Grove at Grand Forks [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||||||||
Face Amount | ' | ' | $100,000 | $17,167 | ' | $16,250 | [1] | ' | $29,790 | ' | $14,800 | [1] | ' | $16,125 | [1] | ' | $17,160 | [2] | ' | $15,233 | [2] | ' | $16,350 | [2],[3] | ' | $23,775 | [4] | ' | $18,100 | [1] | ' | $14,567 | ' | $17,961 | ' | $19,073 | ' | $16,016 | ' | $16,916 | ' | |||||||||
Principal Outstanding | $223,746 | $205,531 | ' | $16,806 | $0 | $15,793 | [1] | $15,847 | [1] | $28,954 | $29,052 | $14,449 | [1] | $14,500 | [1] | $16,012 | [1] | $16,070 | [1] | $17,038 | [2] | $17,100 | [2] | $15,130 | [2] | $15,194 | [2] | $16,350 | [2],[3] | $16,350 | [2],[3] | $23,068 | [4] | $23,180 | [4] | $18,100 | [1] | $18,100 | [1] | $12,237 | $12,237 | $0 | $0 | $19,073 | $17,228 | $10,736 | $10,673 | $0 | $0 | |
Stated Interest Rate | ' | ' | ' | 'LIBOR + 215 bps | ' | '6.12% | [1] | ' | '6.13% | ' | '5.77% | [1] | ' | '5.10% | [1] | ' | '5.01% | [2] | ' | '4.29% | [2] | ' | '4.03% | [2],[3] | ' | '3.83% | [4] | ' | '4.01% | [1] | ' | 'LIBOR + 225 bps | ' | 'Base Rate + 115 bps / LIBOR + 215 bps | ' | 'LIBOR + 190 bps | ' | 'LIBOR + 220 bps | ' | 'LIBOR + 200 bps | ' | |||||||||
Interest Rate | 4.75% | ' | ' | 2.30% | ' | 6.12% | [1] | ' | 6.13% | ' | 5.77% | [1] | ' | 5.10% | [1] | ' | 5.01% | [2] | ' | 4.29% | [2] | ' | 4.03% | [2],[3] | ' | 3.83% | [4] | ' | 4.01% | [1] | ' | 2.40% | ' | 2.30% | ' | 2.05% | ' | 2.35% | ' | 2.15% | ' | |||||||||
Maturity Date | ' | ' | ' | 1-Mar-17 | ' | 1-Oct-16 | [1],[5] | ' | 11-Oct-16 | ' | 11-Apr-17 | [1],[5] | ' | 1-Sep-18 | [1],[5] | ' | 1-Sep-18 | [2],[5] | ' | 1-Oct-18 | [2],[5] | ' | 1-Jul-22 | [2],[3],[5] | ' | 1-Jul-22 | [4],[5] | ' | 1-Jan-23 | [1],[5] | ' | 3-Jul-15 | [5] | ' | 21-Jun-16 | ' | 13-Jul-15 | ' | 5-Sep-15 | ' | 5-Feb-17 | ' | ||||||||
Mortgage Notes Payable Amortization Terms | ' | ' | ' | '30 years | ' | '30 years | [1] | ' | '30 years | ' | '30 years | [1] | ' | '30 years | [1] | ' | '30 years | [2] | ' | '30 years | [2] | ' | '30 years | [2],[3] | ' | '30 years | [4] | ' | '30 years | [1] | ' | 'Interest only | ' | 'Interest only | ' | 'Interest Only | ' | 'Interest Only | ' | 'Interest Only | ' | |||||||||
[1] | Loans require interest only payments, plus certain reserves and escrows, that are payable monthly for a period of five years. Monthly payments of principal and interest, plus certain reserve and escrow amounts, are due thereafter until maturity when all principal is due. | |||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Interest only for the first two years, followed by 30 year amortization. | |||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Loan requires interest only payments, plus certain reserves and escrows payable monthly through August 2014, thereafter, principal and interest, plus certain reserves and escrows that are payable monthly until maturity. | |||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. | |||||||||||||||||||||||||||||||||||||||||||||||||
[5] | For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $103,500,000 | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Fixed Rate Debt and Debt, Subject To Hedge Agreements To Total Debt Minimum, Percentage | 66.67% | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Secured Recourse Debt Ratio, Maximum, Percentage | 20.00% | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Tangible Minimum | 330,788,250 | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Percentage Of Net Proceeds Of Additional Equity Issuances | 75.00% | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Percentage Of Distributions Of Funds From Operations | 95.00% | ' | ' | ' |
Line of Credit Facility, Increase, Additional Borrowings | 72,500,000 | 58,000,000 | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | 100,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | ' | $0.01 | ' |
Exchange Settlement [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument, Face Amount | 1,000,000,000 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 79.602 | ' | ' | ' |
Common Stock Exchange Price | $12.56 | ' | ' | ' |
Convertible Notes Payable [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt Instrument, Face Amount | 1,000,000,000 | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | ' | ' | ' |
Debt Instrument Repurchased Principal Percentage | $100 | ' | ' | ' |
Term Loan [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | 50,000,000 | ' | ' | ' |
Debt Instrument, Interest Rate During Period | 2.01% | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Leverage Ratio, Maximum | 0.6 | ' | ' | ' |
Line Of Credit Facility Covenant Term, Fixed Charge Coverage Ratio, Minimum | 1 | ' | ' | ' |
Minimum [Member] | Term Loan [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Leverage Ratio For Eurodollar Rate Based Borrowings | 1.70% | ' | ' | ' |
Leverage Ratio For Base Rate Based Borrowings | 0.70% | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line Of Credit Facility Covenant Terms, Leverage Ratio, Maximum | 1 | ' | ' | ' |
Line Of Credit Facility Covenant Term, Fixed Charge Coverage Ratio, Minimum | 1.5 | ' | ' | ' |
Maximum [Member] | Term Loan [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Leverage Ratio For Eurodollar Rate Based Borrowings | 2.45% | ' | ' | ' |
Leverage Ratio For Base Rate Based Borrowings | 1.45% | ' | ' | ' |
Revolving Credit Facility [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 15,000,000 | ' | ' | ' |
Line of Credit Facility, Borrowing Capacity, Description | '(a) the lesser of (i) 60.0% of the "as-is" appraised value of our properties that form the borrowing base of the Amended Credit Facility and (ii) the amount that would create a debt service coverage ratio of not less than 1.5, and (b) 50% of the aggregate of the lesser of (i) the book value of each of our development assets (as such term is defined in the Second Amended and Restated Credit Agreement) and (ii) the "as-is" appraised value of each of our development assets, subject to certain limitations in the Second Amended and Restated Credit Agreement. | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | 116,000,000 | ' | ' | ' |
Long Term Line Of Credit | 50,000,000 | ' | ' | ' |
Line of Credit Facility, Increase, Additional Borrowings | 250,000,000 | ' | ' | ' |
Debt Instrument, Interest Rate During Period | 2.06% | ' | ' | ' |
Description of revolving credit facility , average borrowings, interest rate | '(i) of 0.30% per annum if our average borrowing is less than 50.0% of the total amount available or (ii) 0.25% per annum if our average borrowing is greater than 50.0% of the total amount available. | ' | ' | ' |
Revolving Credit Facility [Member] | Minimum [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Leverage Ratio For Eurodollar Rate Based Borrowings | 1.75% | ' | ' | ' |
Leverage Ratio For Base Rate Based Borrowings | 0.75% | ' | ' | ' |
Future Commitment Line Of Credit Facility Maximum Borrowing Capacity | 300,000,000 | ' | ' | ' |
Revolving Credit Facility [Member] | Maximum [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Leverage Ratio For Eurodollar Rate Based Borrowings | 2.50% | ' | ' | ' |
Leverage Ratio For Base Rate Based Borrowings | 1.50% | ' | ' | ' |
Future Commitment Line Of Credit Facility Maximum Borrowing Capacity | 600,000,000 | ' | ' | ' |
Standby Letters of Credit [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | $30,000,000 | ' | ' | ' |
Fair_Value_Disclosures_Details
Fair Value Disclosures (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Fixed-rate mortgage loans | $164,894 | $165,393 |
Variable-rate mortgage loans | 16,806 | 0 |
Construction loans | 42,046 | 40,138 |
Exchangeable Senior Notes | 96,906 | 96,758 |
Other Debt | 2,394 | 2,694 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Fixed-rate mortgage loans | 0 | 0 |
Variable-rate mortgage loans | 0 | 0 |
Construction loans | 0 | 0 |
Exchangeable Senior Notes | 0 | 0 |
Other Debt | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Fixed-rate mortgage loans | 170,462 | 161,379 |
Variable-rate mortgage loans | 16,790 | 0 |
Construction loans | 41,967 | 40,258 |
Exchangeable Senior Notes | 96,939 | 98,547 |
Other Debt | 2,408 | 2,671 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Fixed-rate mortgage loans | 0 | 0 |
Variable-rate mortgage loans | 0 | 0 |
Construction loans | 0 | 0 |
Exchangeable Senior Notes | 0 | 0 |
Other Debt | $0 | $0 |
Fair_Value_Disclosures_Details1
Fair Value Disclosures (Details Textual) | Mar. 31, 2014 | Dec. 31, 2013 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ' | ' |
Debt, Weighted Average Interest Rate | 3.76% | 4.23% |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basic earnings: | ' | ' |
Income from continuing operations | $1,048 | $1,897 |
Preferred stock dividends | -3,050 | -1,150 |
Income (loss) from continuing operations attributable to noncontrolling interests | -15 | 8 |
Income (loss) from continuing operations attributable to common stockholders | -1,987 | 739 |
Income from discontinued operations | 0 | 270 |
Income from discontinued operations attributable to noncontrolling interests | 0 | 3 |
Income from discontinued operations attributable to common stockholders | 0 | 267 |
Net income (loss) attributable to common stockholders | ($1,987) | $1,006 |
Weighted average common shares outstanding: | ' | ' |
Basic | 64,495 | 46,156 |
Incremental shares from assumed conversion B OP units | 434 | 435 |
Diluted | 64,929 | 46,591 |
Basic and diluted earnings per share: | ' | ' |
Income (loss) from continuing operations attributable to common stockholders - basic and diluted | ($0.03) | $0.01 |
Income from discontinued operations attributable to common stockholders - basic and diluted | $0 | $0.01 |
Net income (loss) attributable to common stockholders - basic and diluted | ($0.03) | $0.02 |
Equity_Details
Equity (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Common shares at beginning of period | 64,502,430 | 38,558,000 |
Issuance of common shares | 0 | 25,530,000 |
Issuance of restricted shares | 0 | 357,000 |
Forfeiture of restricted shares | -15,000 | -15,000 |
Common shares at end of period | 64,487,562 | 64,430,000 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Preferred Stock Dividend Rate Percentage | 8.00% | ' | 8.00% |
Operating Partnership Units Outstanding | 64.9 | ' | ' |
Accrued Dividends Preferred Stock | $2.50 | ' | ' |
Dividends paid to common and preferred stockholders | 10.7 | 10.6 | ' |
Preferred stock, liquidation preference per share | $25 | ' | $25 |
Maximum shares issue value under market offering program | 100 | ' | ' |
Board Of Directors [Member] | ' | ' | ' |
Dividend Declared Per Common Share and Operating Partnership Unit | $0.17 | ' | ' |
Parent Company [Member] | ' | ' | ' |
Operating Partnership Units Outstanding | 64.5 | ' | ' |
Percentage Of Operating Partnership Units Held | 99.30% | ' | ' |
Other Partners [Member] | ' | ' | ' |
Operating Partnership Units Outstanding | 0.4 | ' | ' |
Percentage Of Operating Partnership Units Held | 0.70% | ' | ' |
Fair Market Value Of Operating Partnership Units | $3.80 | ' | ' |
Per Unit Fair Market Value Of Operating Partnership Units | $8.68 | ' | ' |
8% Series A Cumulative Redeemable Preferred Stock [Member] | ' | ' | ' |
Preferred stock, liquidation preference per share | $25 | ' | ' |
Preferred Stock Dividend Rate Per Dollar Amount | $2 | ' | ' |
Preferred Stock Redemption Price Per Share | $25 | ' | ' |
Series A Preferred Stock [Member] | ' | ' | ' |
Dividend Declared Per Preferred Share | $0.50 | ' | ' |
Incentive_Plans_Details
Incentive Plans (Details) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Weighted Average Grant Price, Unvested balance | $11.97 |
Weighted Average Grant Price, Vested | $11.65 |
Weighted Average Grant Price, Forfeited | $12.11 |
Weighted Average Grant Price, Unvested balance | $12.07 |
Restricted Stock [Member] | ' |
Unvested Balances | 648 |
Vested | -162 |
Forfeited | -15 |
Unvested balances | 471 |
Incentive_Plans_Details_Textua
Incentive Plans (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||||
Share data in Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 |
Subsequent Event [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2.5 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0.3 | ' | 0.3 | 5.3 | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | ' | ' | ' | $6,000,000 | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | '1 year | ' | ' | ' |
Allocated Share-based Compensation Expense | 700,000 | ' | ' | ' | ' | 400,000 | ' | 200,000 |
Amortization of restricted stock awards and operating partnership units | 677,000 | 100,000 | ' | ' | 400,000 | ' | 100,000 | ' |
Stock Granted, Value, Share-based Compensation, Net of Forfeitures, Total | ' | ' | ' | ' | $100,000 | $100,000 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Term Of Agreement | '5 years |
Upfront Payment | $100,000 |
Related Party Monthly Fees Receivable | $300,000 |
Segments_Details
Segments (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
Student Housing Operations [Member] | Student Housing Operations [Member] | Student Housing Operations [Member] | Student Housing Operations [Member] | Development Construction and Management Services [Member] | Development Construction and Management Services [Member] | Development Construction and Management Services [Member] | Development Construction and Management Services [Member] | Reconciliations [Member] | Reconciliations [Member] | Reconciliations [Member] | Reconciliations [Member] | ||||
Student Housing Operations: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from external customers | $32,044 | $32,999 | ' | $24,608 | $21,572 | ' | ' | $7,436 | $11,427 | ' | ' | ' | ' | ' | ' |
Operating expenses | 28,195 | 29,116 | ' | 17,500 | 15,288 | ' | ' | 31,420 | 29,486 | ' | ' | ' | ' | ' | ' |
Income from wholly-owned student housing operations | ' | ' | ' | 7,108 | 6,284 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity in earnings (losses) of unconsolidated earnings | 319 | 410 | ' | 319 | 410 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income | 4,168 | 4,293 | ' | 7,427 | 6,694 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonoperating expenses | -3,310 | -2,848 | ' | -3,941 | -2,563 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 1,048 | 2,167 | ' | 3,486 | 4,131 | ' | ' | 2,850 | 1,134 | ' | ' | 858 | 1,445 | ' | ' |
Net income attributable to noncontrolling interest | -15 | 11 | ' | 34 | 38 | ' | ' | 27 | 11 | ' | ' | ' | ' | ' | ' |
Net income attributable to common stockholders | 0 | 267 | ' | 3,452 | 4,093 | ' | ' | 2,823 | 1,123 | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | 6,770 | 5,536 | ' | ' | 1 | 50 | ' | ' | ' | ' | ' | ' |
Capital expenditures | -9,112 | 2,040 | ' | 30,218 | 25,695 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment in unconsolidated entities | 359,301 | ' | 324,838 | 359,301 | 165,688 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total segment assets at end of period | ' | ' | ' | ' | ' | 1,136,343 | 1,134,960 | ' | ' | 102,127 | 57,072 | ' | ' | 1,238,470 | 1,192,032 |
Intersegment revenues | ' | ' | ' | ' | ' | ' | ' | 26,834 | 19,193 | ' | ' | -26,834 | -19,193 | ' | ' |
Total revenues | ' | ' | ' | ' | ' | ' | ' | 34,270 | 30,620 | ' | ' | 58,878 | 52,192 | ' | ' |
Total consolidated revenues | 7,436 | 11,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,044 | 32,999 | ' | ' |
Segment operating income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,277 | 7,828 | ' | ' |
Interest expense | -3,376 | -2,884 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,376 | -2,884 | ' | ' |
Net unallocated expenses related to corporate overhead | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,109 | -3,535 | ' | ' |
Other income (expense) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66 | 36 | ' | ' |
Unallocated corporate assets and eliminations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,430 | 6,181 |
Total assets at end of period | $1,250,900 | ' | $1,182,679 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,250,900 | $1,198,213 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Line Items] | ' |
2014 | $1,100 |
2015 | 1,473 |
2016 | 1,484 |
2017 | 1,500 |
2018 | 1,489 |
Thereafter | 40,673 |
Total future minimum lease payments | $47,719 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Loss Contingency, Damages Sought, Value | $20 |