Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Jul. 21, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Campus Crest Communities, Inc. | |
Entity Central Index Key | 1,490,983 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | CCG | |
Entity Common Stock, Shares Outstanding | 64,782,007 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - Entity [Domain] - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Investment in real estate, net: | ||
Student housing properties ($32,875 related to VIE as of December 31, 2014) | $ 1,506,297 | $ 935,962 |
Accumulated depreciation (($318) related to VIE as of December 31, 2014) | (138,830) | (128,121) |
Land and property held for sale | 13,588 | 37,163 |
Land held for investment | 7,413 | 7,413 |
Investment in real estate, net | 1,388,468 | 852,417 |
Investment in unconsolidated entities | 93,783 | 259,740 |
Cash and cash equivalents ($670 related to VIE as of December 31, 2014) | 35,260 | 15,240 |
Restricted cash | 8,045 | 5,429 |
Student receivables, net of allowance for doubtful accounts of $1,191 and $459, respectively ($36, net of allowance of $9 related to VIE as of December 31, 2014) | 2,857 | 1,587 |
Cost and earnings in excess of construction billings | 618 | 3,887 |
Intangible assets, net | 21,030 | 0 |
Other assets ($236 related to VIE as of December 31, 2014) | 34,150 | 35,742 |
Total assets | 1,584,211 | 1,174,042 |
Liabilities: | ||
Mortgage and construction loans ($21,170 related to VIE as of December 31, 2014) | 566,495 | 300,673 |
Line of credit and other debt | 367,976 | 317,746 |
Accounts payable and accrued expenses ($534 related to VIE as of December 31, 2014) | 36,562 | 53,816 |
Construction billings in excess of cost and earnings | 0 | 481 |
Other liabilities ($607 related to VIE as of December 31, 2014) | 47,071 | 22,092 |
Total liabilities | $ 1,018,104 | $ 694,808 |
Commitments and contingencies | ||
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, 2015 and December 31, 2014 | $ 61 | $ 61 |
Common stock, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 64,720,361 and 64,742,713 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 648 | 648 |
Additional common and preferred paid-in capital | 780,665 | 773,998 |
Accumulated deficit and distributions | (288,726) | (301,566) |
Accumulated other comprehensive loss | (3,174) | (2,616) |
Total Campus Crest Communities, Inc. stockholders' equity | 489,474 | 470,525 |
Noncontrolling interests | 76,633 | 8,709 |
Total equity | 566,107 | 479,234 |
Total liabilities and equity | $ 1,584,211 | $ 1,174,042 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts receivable (in dollars) | $ 1,191 | $ 459 |
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 | 64,720,361 | 64,742,713 |
Common stock, shares outstanding | 64,720,000 | 64,742,000 |
Real Estate Investments, Other | $ 1,506,297 | $ 935,962 |
Real Estate Investment Property, Accumulated Depreciation | 138,830 | 128,121 |
Other Assets | 34,150 | 35,742 |
Secured Debt | 566,495 | 300,673 |
Accounts Payable and Accrued Liabilities, Total | 36,562 | 53,816 |
Other Liabilities | 47,071 | 22,092 |
Cash and Cash Equivalents, at Carrying Value, Total | 35,260 | 15,240 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Allowance for doubtful accounts receivable (in dollars) | 9 | |
Real Estate Investments, Other | 32,875 | |
Real Estate Investment Property, Accumulated Depreciation | 318 | |
Accounts Receivable, Net, Current | 36 | 36 |
Other Assets | 236 | |
Secured Debt | 21,170 | |
Accounts Payable and Accrued Liabilities, Total | $ 534 | 534 |
Other Liabilities | 607 | |
Cash and Cash Equivalents, at Carrying Value, Total | $ 670 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - Scenario, Unspecified [Domain] - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Student housing rental | $ 38,790 | $ 23,635 |
Student housing services | 1,310 | 973 |
Property management services | 229 | 103 |
Total revenues | 40,329 | 24,711 |
Operating expenses: | ||
Student housing operations | 17,204 | 10,613 |
General and administrative | 8,038 | 3,506 |
Severance | 508 | 0 |
Write-off of other assets | 769 | 0 |
Transaction costs | 1,492 | 585 |
Ground leases | 120 | 117 |
Depreciation and amortization | 19,756 | 6,980 |
Total operating expenses | 47,887 | 21,801 |
Equity in earnings (losses) of unconsolidated entities | (2,149) | 319 |
Operating income (loss) | (9,707) | 3,229 |
Nonoperating income (expense): | ||
Interest expense, net | (7,788) | (3,376) |
Gain on purchase of Copper Beech | 21,642 | 0 |
Gain on sale of land and unconsolidated entities | 7,748 | 0 |
Other income (expense) | (55) | 66 |
Total nonoperating income (expense), net | 21,547 | (3,310) |
Net income (loss) before income tax benefit | 11,840 | (81) |
Income tax benefit | 0 | 190 |
Income from continuing operations | 11,840 | 109 |
Income (loss) from discontinued operations | (1,157) | 939 |
Net income | 10,683 | 1,048 |
Net loss attributable to noncontrolling interests | (2,157) | (15) |
Dividends on preferred stock | 3,050 | 3,050 |
Net income (loss) attributable to common stockholders | $ 9,790 | $ (1,987) |
Per share data - basic | ||
Income (loss) from continuing operations attributable to common stockholders | $ 0.17 | $ (0.04) |
(Loss) Income from discontinued operations attributable to common shareholders | (0.02) | 0.01 |
Net income (loss) per share attributable to common stockholders | 0.15 | (0.03) |
Per share data - diluted | ||
Income (loss) from continuing operations attributable to common stockholders | 0.15 | (0.04) |
Income (loss) from discontinued operations attributable to common shareholders | (0.01) | 0.01 |
Net income (loss) per share attributable to common stockholders | $ 0.14 | $ (0.03) |
Weighted-average common shares outstanding: | ||
Basic | 64,720 | 64,495 |
Diluted | 78,686 | 64,929 |
Consolidated statements of comprehensive income (loss): | ||
Net income | $ 10,683 | $ 1,048 |
Foreign currency translation | (651) | (992) |
Comprehensive income | 10,032 | 56 |
Net income (loss) attributable to noncontrolling interests | (2,157) | (15) |
Foreign currency translation attributable to noncontrolling interest | (93) | 7 |
Dividends on preferred stock | 3,050 | 3,050 |
Comprehensive income (loss) attributable to common stockholders | $ 9,232 | $ (2,986) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 3 months ended Mar. 31, 2015 - USD ($) $ in Thousands | 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 Loss [Member] | Total Stockholder's Equity [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2014 | $ 479,234 | $ 61 | $ 648 | $ 773,998 | $ (301,566) | $ (2,616) | $ 470,525 | $ 8,709 |
Amortization of restricted stock awards and operating partnership units | 1,014 | 0 | 0 | 1,014 | 0 | 0 | 1,014 | 0 |
Foreign currency translation | (651) | 0 | 0 | 0 | 0 | (558) | (558) | (93) |
Non-controlling interest in Copper Beech at Ames | 0 | 0 | 0 | 5,653 | 0 | 0 | 5,653 | (5,653) |
Non-controlling interest -OP units | 71,344 | 0 | 0 | 0 | 0 | 0 | 0 | 71,344 |
Non-controlling interest -CBTC 8 and 9 | 4,483 | 0 | 0 | 0 | 0 | 0 | 0 | 4,483 |
Net income (loss) | 10,683 | 0 | 0 | 0 | 12,840 | 0 | 12,840 | (2,157) |
Balance at Mar. 31, 2015 | $ 566,107 | $ 61 | $ 648 | $ 780,665 | $ (288,726) | $ (3,174) | $ 489,474 | $ 76,633 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Operating activities: | ||
Net income | $ 10,683 | $ 1,048 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,756 | 6,980 |
Amortization of fair value of debt adjustments | (1,015) | 0 |
Write-off of other assets | 769 | 0 |
Amortization of deferred financing costs and debt discount | 788 | 665 |
Gain on sale of land and unconsolidated entities | (7,748) | 0 |
Loss on disposal of assets | 7 | 0 |
Proceeds received for business interruption insurance | 0 | 725 |
Provision for bad debts | 741 | 403 |
Gain on purchase of Copper Beech | (21,642) | 0 |
Equity in (earnings) losses of unconsolidated entities | 2,149 | (319) |
Distributions of earnings from unconsolidated entities | 360 | 0 |
Share based compensation expense | 1,014 | 677 |
Changes in operating assets and liabilities: | ||
Restricted cash | (283) | (216) |
Student receivables | (830) | (396) |
Construction billings | 2,788 | 1,730 |
Accounts payable and accrued expenses | (2,925) | (6,657) |
Other | 7,917 | (2,356) |
Net cash provided by operating activities | 12,529 | 2,284 |
Investing activities: | ||
Investments in developed properties | (12,587) | (29,016) |
Proceeds received from sales of land | 28,334 | 0 |
Insurance proceeds received for damaged assets | 375 | 590 |
Investments in student housing properties | (1,339) | (1,295) |
Acquisition of Copper Beech, net of cash acquired of $5,074 | (53,814) | 0 |
Investments in unconsolidated entities | (1,199) | (41,382) |
Acquisition of previously unconsolidated entities | 0 | (7,661) |
Proceeds received from sales of previously unconsolidated entities | 978 | 0 |
Capital distributions from unconsolidated entities | 154 | 4,333 |
Corporate capital expenditures | (647) | (1,912) |
Proceeds received from the sale of corporate aircraft | 3,811 | 0 |
Change in restricted cash | 442 | 12,084 |
Net cash used in investing activities | (35,492) | (64,259) |
Financing activities: | ||
Proceeds from mortgage and construction loans | 23,825 | 2,001 |
Repayments of mortgage and construction loans | (16,559) | (608) |
Proceeds from line of credit and other debt | 46,000 | 72,500 |
Repayments of line of credit and other debt | (154) | (15,300) |
Debt issuance costs | (1,213) | (575) |
Dividends paid to common stockholders | (5,830) | (10,643) |
Dividends paid to preferred stockholders | (3,050) | (3,050) |
Dividends paid to noncontrolling interest | (36) | (72) |
Net cash provided by financing activities | 42,983 | 44,253 |
Net change in cash and cash equivalents | 20,020 | (17,722) |
Cash and cash equivalents at beginning of period | 15,240 | 32,054 |
Cash and cash equivalents at end of period | 35,260 | 14,332 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 9,336 | 3,357 |
Cash paid for income taxes | 0 | 376 |
Non-cash investing and financing activity: | ||
Common and preferred stock dividends declared but not paid | 0 | 13,763 |
Assumption of mortgage, construction loans and other debt related to purchase of previously unconsolidated entities | 263,786 | 16,822 |
Change in non-controlling interests resulting from ownership change | 5,653 | 0 |
Change in receivables related to sales of previously unconsolidated entities | 1,256 | 0 |
Change in insurance proceeds receivable related to damaged assets | (375) | 181 |
Accounts payable related to capital expenditures | 66 | 9,112 |
Increase in other assets and other liabilities for fair value of guarantee obligation and corresponding indemnity related to CBTC 23 | 3,950 | 0 |
Share-based compensation capitalized to development in process | 0 | 383 |
Copper Beech Properties [Member] | ||
Non-cash investing and financing activity: | ||
Change in non-controlling interests resulting from ownership change | (75,827) | 0 |
The Company acquired substantially all of the remaining ownership, In conjunction with the acquisition liabilities assumed were as follows: | ||
Fair value of assets acquired | 597,961 | 0 |
Cash paid, net of cash acquired | (53,814) | 0 |
Company's ownership interest prior to the acquisition | (167,208) | 0 |
Gain recognized on transaction | (21,642) | 0 |
Deferred gain | (6,306) | 0 |
Liabilities assumed | 273,164 | 0 |
HSRE IV [Member] | ||
The Company acquired substantially all of the remaining ownership, In conjunction with the acquisition liabilities assumed were as follows: | ||
Fair value of assets acquired | 0 | 26,854 |
Cash paid, net of cash acquired | 0 | (7,661) |
Company's ownership interest prior to the acquisition | 0 | (1,915) |
Liabilities assumed | $ 0 | $ 17,278 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - 3 months ended Mar. 31, 2015 - USD ($) $ in Thousands | Total |
Payments to Acquire Businesses, Gross | $ 7,700 |
Cash Paid For Interest | 80.00% |
Cash Acquired from Acquisition | $ 5,074 |
HSRE IV [Member] | |
Payments to Acquire Businesses, Gross | 7,700 |
Copper Beech Properties [Member] | |
Payments to Acquire Businesses, Gross | 53,800 |
Cash Acquired from Acquisition | $ 5,074 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
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,” and “Campus Crest,” is a self-managed and self-administered real estate investment trust (“REIT”) focused on owning and managing a high-quality student housing portfolio located close to college campuses. The Company currently owns the sole general partner interest and owns limited partner interests in Campus Crest Communities Operating Partnership, LP (the “Operating Partnership”). The Company holds substantially all of its assets, and conducts substantially all of its business, through the Operating Partnership. Campus Crest has made an election to qualify, and the Company believes it is 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, the Company generally will not be subject to U.S. federal income tax to the extent that the Company meets the organizational and operational requirements and its distributions equal or exceed 90.0 The Company has made the election to treat Campus Crest TRS Holdings, Inc. ("TRS Holdings"), its wholly-owned subsidiary, as a taxable REIT subsidiary (“TRS”). TRS Holdings holds the development, construction and management companies (see Note 4 regarding the discontinuation of operations of the Company’s development and construction services companies) that provide services to entities in which the Company does not own 100 As of March 31, 2015, the Company has ownership interests in 44 operating student housing Grove properties containing approximately 9,000 apartment units and 24,700 beds. Thirty-six of the Company’s operating Grove properties are wholly-owned and eight of the Company’s operating Grove properties are owned through joint ventures with Harrison Street Real Estate Capital ("HSRE"). Additionally, the Company holds ownership interests in three evo® properties as joint ventures containing approximately 1,500 units and 3,000 beds, one with HSRE and Brandywine Realty Trust ("Brandywine"), and two with Beaumont Partners SA (“Beaumont”). The Company also has one wholly owned redevelopment property containing approximately 170 units and 340 beds. As of March 31, 2015, the Company held a 100% interest in 26 Copper Beech operating properties with approximately 3,700 units and 10,500 beds and varying ownership interests in 9 operating properties with approximately 2,400 units and 6,000 beds. Properties in Operation Wholly owned Grove properties 36 Joint Venture Grove properties 8 Total Grove Properties 44 Joint Venture evo properties 3 Wholly owned Copper Beech properties 26 Joint Venture owned Copper Beech properties (1) 9 Total Copper Beech properties 35 Total Portfolio (2) 82 (1) The Company holds a 48 84 85 (2) The Company’s 100 Subsequent to March 31, 2015, the Company engaged in additional transactions related to the remaining interest in the Copper Beech Portfolio (see Note 18). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements, presented in U.S. dollars, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and represent the Company’s financial position, results of operations and cash flows. Equity interests owned by others in the Operating Partnership and two consolidated Copper Beech entities are reflected as non-controlling interests in the consolidated financial statements. The Company also has 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. Certain prior period amounts have been reclassified to conform to the current period presentation, primarily related to discontinued operations discussed in Note 7. The unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 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. The preparation of 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 (which is included in income (loss) from discontinued operations) under the percentage of completion method, useful lives of student housing properties, valuation of investment in real estate and investments in unconsolidated entities and land and properties held for sale, valuation allowance on deferred tax assets, initial valuations used in the accounting for newly acquired student housing properties and the Copper Beech entities and trade name, fair value of guarantee obligations related to unconsolidated entities, issuance proceeds receivable from damaged assets, determination of fair value for impairment assessments, and fair value of financial assets and liabilities, including derivatives and allowance for doubtful accounts. Actual results could differ from those estimates and such differences may be material to the 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. During the year ended December 31, 2013, the Company entered into a variable interest entity ("VIE") with Copper Beech Townhome Communities, LLC ("CBTC") to develop, construct and manage a student housing property in Ames, Iowa (“Copper Beech at Ames”). The property began operations during the third quarter of 2014. The Company concluded that it is the primary beneficiary of Copper Beech at Ames as the Company funded all of the equity of this entity, resulting in the Copper Beech investor’s interest being deemed a de facto agent of Campus Crest. The VIE’s assets and liabilities and the noncontrolling interest are included in the consolidated balance sheet as of December 31, 2014. On January 30, 2015, in connection with the Copper Beech purchase transaction (see Note 6), the Company’s ownership interest in Copper Beech at Ames increased to 100%. The acquisition of the noncontrolling interest in Copper Beech at Ames was accounted for as an equity transaction and did not result in the recognition of a gain or loss in the consolidated statement of operations and comprehensive income (loss). 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. Land improvements 15 Buildings and leasehold improvements 10 40 Furniture, fixtures and equipment 5 10 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 the Company’s 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. There was no interest capitalized during the three months ended March 31, 2015 and $ 1.9 The Company capitalizes 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 the Company capitalizes 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. The Company capitalizes 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 the Company’s 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. As there were no assets under development during the three months ended March 31, 2015, correspondingly there were no capitalized costs for the period. Capitalized indirect costs associated with the Company’s development activities were $ 3.3 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 or construction will commence. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or if the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects where the Company has not yet acquired the target property or where the Company has 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. No such write-offs were recorded during the three months ended March 31, 2015 and March 31, 2014. As of March 31, 2015 and December 31, 2014, the Company had no pre-development costs related to development projects, (see Note 4 regarding the Company’s strategic repositioning initiatives). As of March 31, 2015, the Company owned five strategically held land parcels that could be used for the development of phase two properties, with an aggregate bed count ranging from approximately 1,000 to 1,500, and four land parcels and one property which the Company intends to divest. The costs associated with the strategically held parcels are included in land held for investment on the accompanying consolidated balance sheets. The costs associated with the land parcels and additional property in which the Company intends to divest are included in land and property held for sale in the accompanying consolidated balance sheets. Management assesses whether there has been impairment in the value of the Company’s investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets held and used, 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 over the expected hold period. 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 the Company’s 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. Campus Crest recognizes tangible and identified intangible assets and liabilities related to acquired properties based on the fair values of these assets and liabilities for both consolidated entities and investments in unconsolidated entities. 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. Additionally, mortgage debt premiums and discounts represent fair value adjustments for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s acquisitions. The mortgage debt premiums and discounts are amortized to interest expense over the term of the related mortgage loans using the effective-interest method. 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. Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met: a. Management, having the authority to approve the action, commits to a plan to sell the assets. b. The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. c. An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. d. The sale of the asset is probable, and transfer of asset is expected to qualify for recognition as a completed sale, within one year. e. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. f. Actions required to complete the plan indicate that it is unlikely that significant changes to the plans will be made or that the plan will be withdrawn. Concurrent with this classification, the land and property held for sale is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. Campus Crest holds interests in its properties through interests in both consolidated and unconsolidated real estate ventures. The Company assesses its 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 (i) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) 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 that has disproportionately fewer voting rights. The Company consolidates entities that are VIEs for which the Company is determined to be the primary beneficiary. In instances where the Company is not the primary beneficiary, the Company does not consolidate the entity for financial reporting purposes. The primary beneficiary is the entity that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) 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 the Company is 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 the Company is the general partner (or the equivalent), but do not control the real estate venture, and the other partners (or the equivalent) hold substantive participating rights, the Company uses the equity method of accounting. For entities where the Company is 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 the Company controls the entity, the Company would consolidate the entity; otherwise the Company accounts for its investments using the equity method of accounting. Under the equity method of accounting, investments are initially recognized in the consolidated balance sheet at cost and are subsequently adjusted to reflect the Company’s 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 the Company’s balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings (loss) of unconsolidated entities. When circumstances indicate there may have been a loss in value of an equity method investment, and the Company determines the loss in value is other than temporary, the Company recognizes an impairment charge to reflect the investment at fair value. Ground lease expense is recognized on a straight-line basis over the term of the related lease. Campus Crest considers 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 consolidated statements of cash flows. The Company maintains cash balances in various banks. At times the Company’s balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company does not believe this presents significant exposure for the business. Restricted cash includes escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. The Company’s funds in escrow are typically held in interest bearing accounts covered under FDIC insurance with applicable limits. Allowances for student receivables are maintained to reduce the Company’s 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. Balance at December 31, 2014 $ (459) Bad debt expense (741) Write offs 9 Balance at March 31, 2015 $ (1,191) Write offs during the three months ended March 31, 2014 were immaterial. Campus Crest’s intangible assets consist of acquired in-place leases and the trademark for the Copper Beech brand name. As previously mentioned, the acquired in-place leases are amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The gross carrying amount, accumulated amortization and net carrying amount of the acquired in-places leases was $ 26.0 8.7 17.3 8.7 20.1 2.8 3.7 Campus Crest defers costs incurred in obtaining financing and amortizes these costs using the straight-line method, which approximates the effective interest method, over the expected terms of the related loans. Deferred financing costs as of March 31, 2015 and December 31, 2014 were $ 12.9 11.7 5.5 4.8 Noncontrolling interests represent the portion of equity in the Company’s consolidated subsidiaries which are not attributable to the Company’s stockholders. Accordingly, noncontrolling interests are reported as a component of equity, separate from stockholders’ equity, in the accompanying consolidated balance sheets. On the consolidated statements of operations and comprehensive income (loss), operating results are reported at their consolidated amounts, including both the amount attributable to the Company and to noncontrolling interests. See also “Consolidated Variable Interest Entity.” Students are required to execute lease contracts with payment schedules that vary from annual to monthly payments. The Company recognizes revenue on a straight-line basis over the term of the lease contracts which for new tenants is typically 11.5 months for Grove and evo properties and 12 months for Copper Beech properties. Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria are met. 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 each property under development and construction. 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 the Company does 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 the Company’s interest in the unconsolidated entity. Any incentive fees, net of the impact of the Company’s 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. Costs and estimated earnings in excess of billings represent the excess of construction costs and profits recognized to date using the percentage of completion method over billings to date on certain contracts. Billings in excess of costs and estimated earnings represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage of completion method on certain contracts. Billings to date on such contracts totaled $ 51.0 49.3 Marketing and advertising costs are expensed during the period incurred and included in student housing and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Marketing and advertising expenses were $ 0.5 0.4 Campus Crest enters into interest rate cap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted to be borrowed, under credit facilities. These contracts effectively limit the amount of interest the Company needs to pay should interest rates exceed contracted levels. The Company had two interest rate caps as of March 31, 2015. All derivative instruments are recognized as either assets or liabilities on the 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. The Company discontinues hedge accounting when: (i) it determines 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 (expense) line item on the accompanying consolidated statements of operations and comprehensive income (loss). As of March 31, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant. Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code. The Company’s qualification as a REIT depends upon its 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 the Company’s gross income, the composition and values of the Company’s assets, the Company’s distribution levels and the diversity of ownership of its stock. The Company believes that it is organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and that the Company’s intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. As a REIT, the Company generally will not be subject to U.S. federal and state income tax on taxable income that it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company 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 it lost its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could materially and adversely affect the Company, including its ability to make distributions to its stockholders in the future. Campus Crest has made the election to treat TRS Holdings, the Company’s subsidiary which holds the Company’s management companies (as well as the development and construction companies included within discontinued operations) that provide services to entities in which the Company does not own 100 Campus Crest follows a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when the Company concludes 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. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines 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 de-recognition of tax positions is prohibited. 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 consolidated statements of operations and comprehensive income (loss), and accumulated other comprehensive income (loss) is displayed as a separate component of stockholders’ equity. The Company grants restricted stock and restricted Operating Partnership ("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 the Company’s common stock or OP Units that are subject to restrictions on transferability and other restrictions determined by the Company’s compensation committee at the date of grant. A grant date generally is established for a restricted stock award or restricted OP Unit award upon approval from the Company’s compensation committee and Board of Directors. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as the Company’s 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 generally is determined based on the market value of the Company’s 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. 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 discontinued operations, if resulting from operations within the Company’s development or construction service company, or other income (expense) in the accompanying consolidated statements of operations and comprehensive income (loss). As of March 31, 2015 and December 31, 2014, the Company had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included in the accompanying consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2015 and 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 included as a component of accumulated other comprehensive income (loss) in stockholders' equity in the accompanying consolidated balance sheets. Upon classification as held for sale, sale or liquidation of the Company’s investments, the translation adjustment would be reported as part of the gain or loss on classification, sale or liquidation. During the three months ended March 31, 2015 and 2014, the Company recognized a foreign currency translation loss of $ 0.7 1.0 Insurance recoveries are amounts due or received under the Company’s applicable insurance policies for asset damage and business interruption relating to the previously disclosed fire at The Grove at Pullman, Washington and to the damage at The Grove at Wichita Kansas, and The Grove at Wichita Falls, Texas. Business interruption recovery is recorded when realized and included as a reduction within student housing operations expenses within the consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2015 and 2014, the Company recognized zero and $ 0.6 4.6 5.5 The Company has identified three reportable business segments: (i) Grove and evo operations (ii) Copper Beech operations and (iii) property management services. The Company evaluates the performance of its operating segments based on operating income (loss). All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing the Company’s three reportable operating segments. Prior to the closing of the Copper Beech sale transaction in January 2015, the Company’s segments consisted of student housing operations and property management services. Upon closing of this transaction, the Company added the Copper Beech operations as a new reportable operating segment. During the first quarter of 2015, the Company’s chief operating decision maker began reviewing the separate operating results of the three operating segments to make decisions about resources to be allocated to each segment and assess each segment’s performance. Subsequent to the issuance of the Company’s 2014 consolidated financial statements, the Company became aware of two immaterial corrections that were necessary to be made to the consolidated financial statements. These errors related to the second, third and fourth quarters of 2014. The Company has adjusted the prior year consolidated financial statements to reflect the impact of these immaterial corrections. The total impact of these immaterial corrections increased the previously reported net loss attributable to commo |
Student Housing Properties
Student Housing Properties | 3 Months Ended |
Mar. 31, 2015 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] | 3. Student Housing Properties March 31, December 31, 2015 2014 Land $ 117,352 $ 76,043 Buildings and improvements 1,291,153 781,739 Furniture, fixtures and equipment 97,792 78,180 1,506,297 935,962 Less: accumulated depreciation (138,830) (128,121) $ 1,367,467 $ 807,841 In January 2015, the Company exercised its option to acquire the remaining interests in 28 In July 2013, the Company experienced a fire at The Grove at Pullman, Washington, a property under construction, which resulted in a partial loss of the property. The Company has settled with its insurance company on a loss of $ 6.8 2.5 4.3 0.3 |
Strategic Repositioning Initiat
Strategic Repositioning Initiatives | 3 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment, and Other Activities Disclosure [Text Block] | 4. Strategic Repositioning Initiatives The Company continues to execute its strategic repositioning which began during the third quarter of 2014 and includes, among other things: (1) Simplifying the business model by discontinuing all construction and development and focusing on organic growth; (2) Reducing the number of joint ventures through planned dispositions of certain assets within its joint ventures to simplify asset ownership structure and reduce exposure to off-balance sheet obligations; (3) Disposing of land which was previously held for future development (included in land and property held for sale in the accompanying consolidated balance sheets, some of which were disposed of during the quarter ended March 31, 2015 (see Note 7) and the rest of which the Company expects to dispose of during the remainder of 2015); and, (4) Undergoing a review of strategic alternatives. During the three months ended March 31, 2015 the Company sold its interest in the following joint venture properties: The Grove at Stillwater, OK, The Grove at Lawrence, KS, and The Grove at Conway, AR (see Note 7). These joint ventures were included in the Grove and evo Operations segment. On January 16, 2015, the Company sold a portfolio of six undeveloped land parcels to a leading student housing developer resulting in net sale proceeds of $ 28.3 The Company also terminated the employment of certain employees and eliminated positions as part of the strategic repositioning. In connection with these terminations, the Company recognized severance expense of $ 0.5 0.4 4.1 2.7 1.4 Balance at December 31, 2014 $ 5,743 New charges 122 Cash payments (1,732) Balance at March 31, 2015 $ 4,133 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 5. Income Taxes The Company believes it is operating so as to qualify as a REIT under the Internal Revenue Code. Therefore it is not subject to federal income tax as long as it distributes at least 90 The Company’s TRSs are subject to federal, state, and local income taxes. As such, deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the TRSs for financial reporting purposes and the amounts used for income tax purposes. 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. March 31, December 31, 2014 Deferred tax assets: Solar investment tax credit $ 2,116 $ 2,116 Federal and state net operating loss 2,131 2,284 Other 22 22 Less: valuation allowance (3,849) (4,002) Total deferred tax assets 420 420 Deferred tax liabilities: Deferred revenue - - Depreciation and amortization (420) (420) Total deferred tax liabilities (420) (420) Net deferred tax assets $ - $ - Due to the Company’s decision to discontinue construction and development operations, it believes it is more likely than not that the Company will not realize the value of its deferred tax assets, net of valuation allowance. For the three months ended March 31, 2015, the valuation allowance decreased by $ 0.2 As of March 31, 2015 the Company is not under an income tax examination by the Internal Revenue Service (“IRS”) or by any state or local taxing authority. The Company is no longer subject to income tax examinations by the IRS for tax years before 2011 or by state or local income tax authorities for the tax years before 2010. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 6. Business Acquisitions Denton, Texas Acquisition In January 2014, the Company acquired HSRE’s 80 20 7.7 0.3 1.9 0.7 0.3 Land $ 4,770 Buildings and improvements 18,276 Furniture, fixtures and equipment 2,284 In-place leases 1,524 Other (377) Fair value of debt at acquisition (16,901) 9,576 Less estimated fair value of interest owned prior to acquisition (1,915) $ 7,661 Copper Beech Acquisition On February 26, 2013, the Company and subsidiaries of the Operating Partnership entered into a purchase and sale agreement (the “Initial Purchase Agreement”) with the then members of Copper Beech Townhome Communities, LLC (“CBTC”) and Copper Beech Townhome Communities (PA), LLC (“CBTC PA” and, together with CBTC, “Copper Beech”) (such former members of CBTC and CBTC PA, collectively, the “Sellers”). Pursuant to the terms of the Initial Purchase Agreement, the Company initially acquired a 48 230.6 48 On January 30, 2015, the Company completed the acquisition (the “First CB Closing”) of (i) substantially all of the Sellers’ remaining interests in 27 student housing properties, 2 undeveloped land parcels and a corporate office building and (ii) the Sellers’ remaining interests in Copper Beech at Ames pursuant to that certain Second Amendment (the “Second Amendment”) to the Initial Purchase Agreement. Pursuant to the terms of the Second Amendment, the Company agreed to acquire the Sellers’ remaining interests in each of the properties comprising the Copper Beech Portfolio other than Copper Beech Kalamazoo Phase 1, Copper Beech Kalamazoo Phase 2, Copper Beech Morgantown, Copper Beech Harrisonburg, Copper Beech Greenville and Copper Beech Parkway. Following the consummation of the First CB Closing, and as of March 31, 2015, the Company held a 100 ⋅ 100% interest in 25 student housing properties; ⋅ 100% interest in 2 undeveloped land parcels and 1 corporate office building; ⋅ 85% interest in 1 student housing property (Copper Beech Klondike or CBTC 8); ⋅ 84% interest in 1 student housing property (Copper Beech Northbrook or CBTC 9); ⋅ 48% interest in 7 student housing properties; and ⋅ no ownership interest in 1 student housing property (Copper Beech Kalamazoo Phase I). As of April 30, 2015 (the "Second CB Closing"), the Company completed the acquisition of the Sellers’ interests in two of the properties in the Copper Beech Portfolio in which the Company previously held a 48% interest Copper Beech San Marcos Phase 1 and Copper Beech IUP Buy. As consideration for the additional interests acquired in the First CB Closing, the Company paid to the Sellers aggregate cash consideration of $ 58.9 10.4 71.3 1.4 2.0 13.0 48 Although the business combination was achieved in stages, the Company had negotiated with the Sellers that a significant portion of the Copper Beech Portfolio would be acquired in its entirety from the agreements that were entered into in 2013. When the Company entered into the Initial Purchase Agreement, it was the intent of the Company to exercise the purchase options to acquire the remaining interests in the Copper Beech Portfolio. Given the intent of the Company to exercise the purchase options to acquire the remaining interest in the Copper Beech Portfolio, the timing of the consideration paid differed from the timing of when the Company obtained its ownership interests in the Copper Beech Portfolio. As the timing of the consideration paid and ownership interest acquired at each stage differed, for purposes of computing how much of the gain to recognize during the three months ended March 31, 2015, the Company allocated the total consideration paid in the First CB Closing and the Second CB Closing, based on the relative provisional fair values of the assets acquired and liabilities assumed in the two closings. As a result, a gain of $ 21.6 6.3 The Company negotiated the purchase of a significant portion of the Copper Beech Portfolio at the inception of the Initial Purchase Agreement, notwithstanding the acquisition of ownership interests occurred in stages. During the year ended December 31, 2014, the Company recognized a $ 33.4 67 48 January 30, 2015 Assets acquired: Land $ 41,309 Buildings 504,960 Furniture, fixtures and equipment 19,192 Intangibles 29,692 Other assets, including cash of $5,074 7,882 Total assets acquired $ 603,035 Liabilities assumed: Mortgage, construction loans and other debt $ 263,786 Other liabilities 9,378 Total liabilities assumed $ 273,164 Net assets acquired $ 329,871 Since the First CB Closing, the 28 Copper Beech properties that were acquired and consolidated contributed $ 9.2 7.3 2.8 8.7 1.3 The acquired properties’ results of operations have been included in the accompanying consolidated statements of operations and comprehensive income (loss) since the respective acquisition closing dates. The following pro forma information for the three months ended March 31, 2015 and 2014 presents consolidated financial information for the Company as if the property acquisitions discussed above had occurred at the beginning of the earliest period presented. Excluded from the pro forma results below are $ 1.3 0.5 21.6 13.0 Pro Forma Three Months Ended March 31, 2015 2014 Total revenues $ 48,298 $ 38,422 Net loss $ (11,761) $ (9,885) Net loss attributable to common shareholders $ (10,773) $ (11,333) The initial accounting for the business combination is incomplete with respect to the values assigned to tangible and intangible assets acquired with liabilities assumed and OP Units issued as the Company did not have sufficient time to finalize these respective valuations and, accordingly, the amounts recognized in these consolidated financial statements are provisional. As of June 25, 2015, the Company owned 100 Montreal, Quebec Acquisitions In July 2013, the Company entered into a joint venture, DCV Holdings, LP (“DCV Holdings”) with Beaumont Partners SA (“Beaumont”) to acquire a 711 room, 33-story hotel in downtown Montreal, Quebec, Canada, for CAD 60.0 In December 2013, the Company and Beaumont formed a holding company, CSH Montreal LP (“CSH Montreal”), and DCV Holdings was subsequently contributed to CSH Montreal, such that CSH Montreal became the sole limited partner in DCV Holdings. In addition, following the insertion of CSH Montreal as the holding company in the joint venture arrangement, CSH Montreal acquired ownership of HIM Holdings LP (“HIM Holdings”), an entity formed to facilitate the acquisition of the Holiday Inn property in Canada. In January 2014, HIM Holdings completed the acquisition of a hotel property, which has been converted into an upscale student housing property serving McGill University. 47.0 |
Asset Dispositions and Disconti
Asset Dispositions and Discontinued Operations | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 7. Asset Dispositions and Discontinued Operations In connection with the strategic repositioning initiatives, the Company discontinued all construction and development operations. See Note 4 for additional information related to the strategic repositioning. In connection with the discontinuation of these operations, the Company has presented the results of construction and development as discontinued operations in the accompanying consolidated statements of operations and comprehensive income (loss) for all periods presented. These operations were previously included in the development, construction and management services segment in the prior year’s Form 10-Qs. See Note 16 for additional segment information. Below is a summary of the consolidated balance sheet for the construction and development operations as of March 31, 2015 and December 31, 2014 (in thousands): March 31, December 31, 2015 2014 Cash $ 307 $ 1,118 Other assets 587 634 Costs and earnings in excess of construction billings 618 3,887 Total assets 1,512 5,639 Accounts payable and accrued expenses 688 4,711 Construction billings in excess of cost and earnings - 481 Total liabilities 688 5,192 Total net assets $ 824 $ 447 Below is a summary of the results of operations for the construction and development operations for all periods presented (in thousands): Three Months Ended March 31, 2015 2014 Revenue $ - $ 7,333 Construction and development service expense (1,157) (6,394) Income (loss) from discontinued operations $ (1,157) $ 939 All construction and development projects were substantially complete as of December 31, 2014. On January 16, 2015, the Company sold a portfolio of six undeveloped land parcels to a leading student housing developer resulting in net sale proceeds of $28.3 million. The portfolio included parcels located in Alabama, Arizona, California, Florida, Michigan and Washington. The sale was a part of the Company's previously announced strategic initiative to improve liquidity and simplify the balance sheet by selling certain properties previously held for development. The Company disposed of the parcels through a rigorous sale process which resulted in noticeable demand from a wide spectrum of bidders with numerous offers received. As a result of this transaction, a gain of $3.1 million was recognized during the three months ended March 31, 2015. This gain is included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss). On January 30, 2015, the Company sold its 10% interest in the joint venture property, The Grove at Stillwater, Oklahoma for net sale proceeds of $1.0 million. Additionally as part of this closing, the Company received $1.9 million in proceeds for a receivable related to renovation work performed at this property. No gain or loss was recognized. On February 9, 2015, the Company completed the sale of the Falcon 900, the corporate aircraft, resulting in net sale proceeds of $3.8 million. This asset is presented in other assets on the consolidated balance sheet as of December 31, 2014. No gain or loss was recognized. On March 31, 2015, the Company sold its 63.9% interest in the joint venture properties, The Grove at Conway, Arkansas and The Grove at Lawrence, Kansas for net sale proceeds of $1.3 million. The Company recorded a receivable for the $1.3 million in net sale proceeds and subsequently received the proceeds on April 1, 2015. During 2014, the Company’s investment had been reduced to below zero as the Company had recorded an obligation of $3.3 million in connection with guarantees of debt of these two properties. As a result, a gain of $4.6 million was recognized on this transaction. This gain is included in gain on sale of land and unconsolidated entities in the accompanying consolidated statements of operations and comprehensive income (loss). The Company had no continuing involvement with these properties, including providing debt guarantees, after March 31, 2015. |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 8. Investment in Unconsolidated Entities The Company has 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"), Brandywine and Beaumont that the Company does not consolidate. These joint ventures are engaged primarily in developing, constructing, owning and managing student housing properties. Both the Company and its joint venture partners hold joint approval rights for major decisions, including those regarding property acquisitions and dispositions as well as property operation. As such, the Company has significant influence but not control in these joint ventures and accounts for them under the equity method of accounting. The Company acts as the operating member and day-to-day manager for its investments with HSRE, Brandywine and Beaumont and earns fees for these management services. Additionally, for the three months ended March 31, 2014, the Company provided development and construction services to the ventures with HSRE, Brandywine, Copper Beech and Beaumont and recognized fees as the services were performed. The fees related to development and construction services are included in "Income (loss) from discontinued operations" in the accompanying consolidated statements of operations and comprehensive income (loss). No development and construction services were provided during the three months ended March 31, 2015. In January 2014, CSH Montreal LP (“CSH Montreal”), the Company’s joint venture with Beaumont, formed HIM Holdings LP (“HIM Holdings”), to facilitate the acquisition of the Holiday Inn Midtown in Montréal, Québec for CAD 65 million ($56.2 million). In connection with the acquisition of the Holiday Inn property, the Company increased its ownership interest from 20.0% to 47.0% in CSH Montreal, the joint venture that ultimately owns the Holiday Inn Midtown. In January 2014, with the acquisition of the Holiday Inn Midtown property, the Company provided CAD 16.0 million ($13.8 million) of preferred bridge equity financing to CSH Montreal to be repaid on or before September 2, 2014. As of September 2, 2014, the Company’s preferred equity had not been repaid in full and as a result the Company is now entitled to 60.5% of all cash distributions related to earnings from CSH Montreal, with Beaumont and its partners being entitled to the remaining 39.5%. The Company retains its common ownership interest of 47.0% in CSH Montreal and recognizes 47.0% in all losses from CSH Montreal with Beaumont and its partners recognizing the remaining 53.0%. . As described in Note 18, the Company entered into a potential buyout agreement of its interest in June of 2015, and therefore estimates that it will provide no additional capital funding. In conjunction with the Holiday Inn Midtown acquisition, CSH Montreal entered into a CAD 112.0 million ($88.4 million at the March 31, 2015 exchange rate) 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 following: (i) Canadian Prime rate, which was 3.00% at March 31, 2015, plus a weighted average spread of 3.39% or (ii) the Canadian Dealer Offered Rate (“CDOR”), which was 1.298% at March 31, 2015, plus 1%, plus a weighted average spread of 3.39% through its maturity date on January 13, 2016. This facility has one twelve-month extension option, subject to lender approval. In January 2014, the Company amended and restated the HSRE-Campus Crest I, LLC operating agreement, which had the effect of exchanging its 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 the Company’s equity investment in the joint venture to 63.9% from 49.9%. HSRE-Campus Crest I, LLC owns The Grove at San Angelo, Texas, and previously owned The Grove at Lawrence, Kansas, and The Grove at Conway, Arkansas. On March 31, 2015, The Grove at Lawrence, Kansas and The Grove at Conway, Arkansas were sold to third parties (see Note 7) In February 2013, the Company entered into purchase and sale agreements to acquire an approximate 48.0% interest in a portfolio of 35 student housing properties, two undeveloped land parcels and a corporate office building held by the members of the Copper Beech Portfolio for an initial purchase price of approximately $230.6 million, including the repayment of $106.7 million of debt. The remaining interests in the Copper Beech Portfolio are held by certain of the former members of CBTC and CBTC PA, (the “CB Investors”). In September 2013, the Company entered into an amendment to the above referenced purchase and sale agreements for consideration of $4.0 million whereby it transferred its 48.0% interest in five properties in the Copper Beech Portfolio back to the CB Investors and deferred the acquisition of two development properties as consideration for an additional 19.0% interest in each of the remaining 28 35 On January 30, 2015, the Company completed the acquisition of substantially all of the remaining interests in 28 2 Debt Weighted Number of Average Our Year Properties In Total Amount Interest Unconsolidated Entities Ownership Founded Operation Investment Outstanding Rate Maturity Date / Range HSRE-Campus Crest I, LLC 63.9 % 2009 1 $ 3,719 $ 11,166 (4) 2.68 % (1) 5/09/2015 (3) HSRE-Campus Crest V, LLC 10.0 % 2011 2 - 36,289 (4) 2.88 % (1) 5/05/2015 7/20/2015 (3) HSRE-Campus Crest VI, LLC 20.0 % 2012 3 6,645 53,706 (4) 2.49 % (1) 5/08/2015 12/19/2015 (3) HSRE-Campus Crest IX, LLC 30.0 % 2013 1 19,394 90,081 (4) 2.38 % (1) 7/25/2016 HSRE-Campus Crest X, LLC 30.0 % 2013 2 7,836 42,579 (4) 2.36 % (1) 9/06/2016 9/30/2018 CB Portfolio 48.0 % 2013 7 50,674 195,791 (4) 5.41 % (1) 10/01/2015 10/01/2020 CSH Montreal 47.0 % 2013 2 5,515 82,113 (4) 5.69 % (1) 1/13/2016 Total unconsolidated entities 18 $ 93,783 $ 511,725 4.12 % (1) Variable interest rates. (2) Comprised of fixed rate debt. (3) Certain loans which matured in May 2015 and are scheduled to mature during July 2015 are in the process of being refinanced as of the date of this filing. (4) The amount outstanding for debt represents 100% of the debt outstanding at each of the respective joint ventures in which the Company has varying ownership percentages. See Note 17 for a discussion of amounts of the outstanding debt in which the Company guarantees on behalf of certain of these joint ventures. March 31, December 31, 2015 2014 Assets Student housing properties, net $ 489,075 $ 437,108 Development in process - 7,429 Other assets 12,321 12,947 Total assets $ 501,396 $ 457,484 Liabilities and Equity Mortgage and construction loans $ 315,935 $ 354,759 Other liabilities 19,237 29,364 Owners' equity 166,224 73,361 Total liabilities and owners' equity $ 501,396 $ 457,484 Company's share of historical owners' equity $ 52,860 $ 30,481 Preferred investment (1) 7,322 7,322 Net difference in carrying value of investment versus net book value of underlying net assets (2) (17,073) 3,219 Carrying value of investment in HSRE and other non-Copper Beech entities $ 43,109 $ 41,022 (1) As of March 31, 2015, the Company had Class B membership interests in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of $2.7 million, $2.7 million and $1.9 million, respectively, entitling the Company to a 9.0% return on its investment upon the respective property being operational. (2) This amount represents the aggregate difference between the Company’s carrying amount and its underlying equity in the net assets of its investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the other than temporary impairments recorded during 2014, 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 entities, and the elimination of service related revenue to the extent of the Company’s percentage ownership. ASC 323 Investments Equity Method and Joint Ventures and Article 4.08(g) of Regulation S-X requires that summarized financial information of material investments accounted for under the equity method be provided of the investee’s financial position and results of operations including assets, liabilities and results of operations under the investee’s historical cost basis of accounting. Notwithstanding the extensive efforts of the Company and Copper Beech to compile the necessary financial information, the Company has determined that the information needed for the preparation of historical financial statements of the Copper Beech Portfolio to satisfy these requirements is not available or otherwise sufficiently reliable. As a result, the Company has elected to present financial information on its investment in Copper Beech on the Company’s cost basis for its investment as of March 31, 2015 and December 31, 2014 as it believes this information is reliable and relevant to the users of its financial statements. Further, although the Company acknowledges that the information provided does not comply with all of the provisions of ASC 323 or Article 4.08(g) of Regulation S-X, it does not believe that the lack of the omitted disclosure, or the information of the financial position reflecting the cost basis of its investment provided results in a material omission or misstatement of the Company’s consolidated financial statements taken as a whole. March 31, December 31, 2015 2014 Assets Student housing properties, net $ 306,139 $ 906,614 Intangible assets 2,283 7,212 Other assets 14,178 14,293 Total assets $ 322,600 $ 928,119 Liabilities and Equity Mortgage and construction loans $ 206,122 $ 476,985 Other liabilities 4,533 15,541 Owners' equity 111,945 435,593 Total liabilities and owners' equity $ 322,600 $ 928,119 Company's share of historical owners' equity $ 53,734 $ 199,281 Net difference in carrying value of investment versus net book value of underlying net assets (1) (3,060) 19,437 Carrying value of investment in unconsolidated entity $ 50,674 $ 218,718 (1) This amount represents the aggregate difference between the 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 impairment recognized during the year ended December 31, 2014 in connection with not exercising the Copper Beech purchase option, offset by the capitalization of transaction costs incurred to acquire the Company's interests in the Copper Beech entities. 11 14 Three Months Ended March 31, 2015 2014 Revenues $ 9,055 $ 6,456 Expenses: Operating expenses 6,968 3,561 Interest expense 2,894 1,051 Depreciation and amortization 3,856 2,030 Other (income) expense 16 (53) Total expenses 13,734 6,589 Net loss $ (4,679) $ (133) 7 28 Three Months Ended March 31, 2015 2014 Revenues $ 7,628 $ 19,265 Expenses: Operating expenses 2,571 7,300 Interest expense 2,445 2,940 Depreciation and amortization 1,263 9,777 Other expenses 182 339 Total expenses 6,461 20,356 Net income (loss) $ 1,167 $ (1,091) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 9. Debt March 31, December 31, Fixed-rate mortgage loans (1) $ 387,019 $ 163,341 Variable-rate mortgage loans 16,548 16,613 Construction loans (1) 162,928 120,719 Line of credit (1) 263,500 217,500 Exchangeable senior notes 97,588 97,419 Other debt 6,888 2,827 $ 934,471 $ 618,419 (1) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. 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. The Company’s mortgage loans generally may not be prepaid prior to maturity; however, in certain cases, prepayment is allowed subject to prepayment penalties. The Company’s construction note 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 UCC filings, and an assignment of rents, leases and profits from the respective property. Face Amount Principal Principal Stated Interest Rate Interest Rate at Maturity Date (1) Amortization Construction loans The Grove at Muncie $ 14,567 $ 13,892 $ 13,892 LIBOR + 225 BPS 2.43 % 7/31/2015 Interest only The Grove at Slippery Rock 17,961 17,738 16,031 LIBOR + 215 BPS 2.33 % 6/21/2016 Interest only The Grove at Fort Collins 19,073 19,073 19,073 LIBOR + 190 BPS 2.08 % 7/13/2016 Interest only The Grove at Pullman 16,016 10,886 10,886 LIBOR + 220 BPS 2.38 % 9/5/2016 Interest only The Grove at Grand Forks 16,916 15,414 12,474 LIBOR + 200 BPS 2.18 % 2/5/2016 Interest only The Grove at Gainesville 30,069 25,593 22,836 LIBOR + 215 BPS 2.33 % 3/13/2017 Interest only Copper Beech at Ames 23,551 21,797 21,170 LIBOR + 225 BPS 2.43 % 5/2/2017 Interest only Toledo Vivo 9,404 4,377 4,357 LIBOR + 215 BPS 2.33 % 11/25/2017 Interest only CMU Phase IIMount Pleasant, MI 10,130 9,120 - (6) LIBOR + 250 BPS 2.68 % 2/1/2017 30 years (7) Statesboro, GA Phase II 9,703 9,288 - (6) LIBOR + 250 BPS 2.68 % 11/1/2016 30 years (7) Auburn, AL 15,750 15,750 - (6) LIBOR + 200 BPS 2.18 % 2/6/2017 Interest only Mortgage loans The Grove at Denton 17,167 16,549 16,613 LIBOR + 215 BPS 2.33 % 3/1/2017 30 years (2) The Grove at Milledgeville 16,250 15,583 15,640 6.12% 6.12 % 10/1/2016 30 years (2) The Grove at Carrollton and The Grove at Las Cruces 29,790 28,571 28,674 6.13% 6.13 % 10/11/2016 30 years (2) The Grove at Asheville 14,800 14,251 14,304 5.77% 5.77 % 4/11/2017 30 years (2) The Grove at Ellensburg 16,125 15,784 15,845 5.10% 5.10 % 9/1/2018 30 years (3) The Grove at Nacogdoches 17,160 16,792 16,857 5.01% 5.01 % 9/1/2018 30 years (3) The Grove at Greeley 15,233 14,880 14,945 4.29% 4.29 % 10/1/2018 30 years (3) The Grove at Clarksville 16,350 16,167 16,238 4.03% 4.03 % 7/1/2022 30 years (4) The Grove at Columbia 23,775 22,623 22,738 3.83% 3.83 % 7/1/2022 30 years (2) The Grove at Statesboro 18,100 18,047 18,100 4.01% 4.01 % 1/1/2023 30 years (5) Copper Beech I - State College 5,250 5,136 - (6) 5.61% 5.61 % 2/11/2016 30 years (2) Copper Beech II - State College 8,805 9,446 - (6) 5.97% 5.97 % 8/1/2019 30 years (2) Oakwood - State College 5,750 6,119 - (6) 4.99% 4.99 % 10/1/2020 30 years (2) IUP Phase I - Indiana 6,500 6,500 - (6) 2.15% 2.15 % 6/2/2017 Interest only IUP Phase II - Indiana 6,250 6,027 - (6) 5.90% 5.90 % 10/1/2015 30 years (2) Radford 12,400 12,624 - (6) 5.99% 5.99 % 11/6/2016 30 years (2) Bloomington 10,860 7,873 - (6) 6.22% 6.22 % 10/1/2016 30 years (2) CMU Phase I - Mount Pleasant, MI 20,000 18,455 - (6) 5.47% 5.47 % 10/1/2015 30 years (2) Bowling Green Phase I 13,000 12,344 - (6) 5.63% 5.63 % 10/1/2015 30 years (2) Allendale Phase I 23,780 24,110 - (6) 5.98% 5.98 % 10/1/2016 30 years (2) Allendale Phase II 11,896 12,621 - (6) 6.27% 6.27 % 9/6/2017 30 years (2) Columbia, MO 24,516 24,997 - (6) 6.22% 6.22 % 10/1/2016 30 years (2) Statesboro, GA Phase I 31,000 32,455 - (6) 5.81% 5.81 % 10/6/2017 30 years (2) Columbia, SC Phase I 36,936 38,995 - (6) 6.27% 6.27 % 9/6/2017 30 years (2) Columbia, SC Phase II 6,300 6,618 - (6) 5.41% 5.41 % 8/1/2020 30 years (2) $ 566,495 $ 300,673 (1) For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, some of which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. Prior to the filing of this document, the construction loan for The Grove at Fort Collins was extended to July 31, 2016. The extension for the construction loan for The Grove at Muncie is pending an appraisal. Additionally, for loans that have matured or will mature during 2015, the Company is actively pursuing an extension or refinancing of those loans. (2) Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. (3) Loan requires interest only payments plus certain reserves and escrows, payable monthly through September 2013. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. (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, are payable monthly until maturity. (5) Loan requires interest only payments plus certain reserves and escrows, payable monthly through January 2015. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. (6) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in 28 of the Copper Beech properties. Accordingly, these balances were not recognized by the Company as of December 31, 2014. As part of recording the mortgage loans from the First CB Closing at fair value, the outstanding amount, after giving effect for each loan’s respective provisional fair value adjustment, could result in an outstanding balance greater than the face amount of the mortgage loan. These fair value adjustments are amortized to interest expense over the term of the respective mortgage loans. (7) Loan required interest only payments until the loan was extended in March of 2015. Thereafter, principal and interest, plus certain reserves, are payable monthly until maturity. Line of Credit In January 2013, the Company entered into the second amended and restated credit agreement (the "Second Amended and Restated Credit Agreement"), which provides for a $ 250.0 50 300.0 600.0 1.75 2.50 0.75 1.50 1.70 2.45 0.70 1.45 2.69 2.64 As of March 31, 2015, the Company had $ 213.5 50.0 3.4 36.5 (a) the lesser of (i) 60.0% of the "as-is" appraised value of the Company’s 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 the Company’s 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 the Company’s development assets, subject to certain limitations in the Second Amended and Restated Credit Agreement The Company incurs an unused fee on the balance between the amount available under the Revolving Credit Facility and the amount outstanding under the Revolving Credit Facility of (i) 0.30% per annum if the Company’s average borrowing is less than 50.0% of the total amount available or (ii) 0.25% per annum if the Company’s average borrowing is greater than 50.0% of the total amount available. On February 25, 2015, the Company entered into the Second Amendment to the Revolving Credit Facility, which amended, among other things, certain of the financial covenants from and including March 31, 2015 until and including September 30, 2015 (the “Relief Period”). The Company’s ability to borrow under the Amended Credit Facility is subject to its ongoing compliance with a number of customary financial covenants during the Relief Period, including: · a maximum leverage ratio of not greater than 0.65 1.00 · a minimum fixed charge coverage ratio of not less than 1.30 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 75.0 · a maximum secured debt ratio of not greater than 47.5% Pursuant to the terms of the Amended Credit Facility, the Company may not pay distributions that exceed the greater of (i) 95.0 105 The Company and certain of its subsidiaries guarantee the obligations under the Amended Credit Facility and the Company and certain of its subsidiaries have provided a negative pledge against specified assets (including real property), stock and other interests. Exchangeable Senior Notes T outstanding $ 100.0 4.75 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 1,000 12.56 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 the Company 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 the indenture governing the Exchangeable Senior Notes. On or after July 15, 2018, and on or prior to the second scheduled trading day immediately preceding the maturity date, holders of the Exchangeable Senior Notes may exchange their notes without regard to the foregoing conditions. The Operating Partnership may not redeem the Exchangeable Senior Notes prior to the maturity date. At any time prior to July 15, 2018, the Operating Partnership may irrevocably elect, in its 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 the Company's 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. In connection with the issuance of the Exchangeable Senior Notes, the Company recorded $ 97.6 2.4 0.2 0.1 On May 21, 2015, the Operating Partnership delivered a notice of sole remedy under the indenture governing the Exchangeable Senior Notes. See Note 18 for further details. Other Debt In June 2013, the Company entered into a $ 33.4 35.0 1.30 2.50 As stated in Note 6, on January 30, 2015, the Company, and certain of its affiliates, completed the acquisition of substantially all of the Sellers’ remaining interests in Copper Beech, which included $4.5 million of other debt. This other debt consists of three lines of credit averaging about $1.5 million each. The interest rate on these lines of credit range from 3.25 3.59 Schedule of Debt Maturities 2015 $ 58,643 2016 187,846 2017 440,934 2018 164,684 2019 9,470 Thereafter 63,556 Total outstanding debt 925,133 Convertible note discount (2,412) Copper Beech debt fair value adjustment 11,750 Outstanding as of March 31, 2015, net of discount and fair value adjustment $ 934,471 The Copper Beech debt fair value adjustment relates to the difference between the carrying value and provisional fair value of the debt assumed by the Company on January 30, 2015 (see Note 6), net of amortization of $ 1.0 Covenant Renegotiation On February 25, 2015, the Company received a unanimously approved waiver under its amended credit facility that provides relief from certain financial covenants during a relief period that runs from December 31, 2014 until and including September 30, 2015. During the relief period the following new measurements will apply to covenant tests: maximum leverage ratio of not greater than 0.65:1.00; maximum secured debt ratio of not greater than 47.5%; minimum fixed charge ratio of not less than 1.30:1.00; and a dividend payout ratio of not more than 105.0% calculated on a pro forma basis that applies the current quarterly dividend of $0.09 on a trailing twelve month basis. Although the Company is currently in compliance with the terms of its Second Amended and Restated Credit Agreement, the Company’s Board has determined, based on an evaluation by management of the Company’s ability to satisfy all financial covenants in the credit agreement for the next four quarters, not to declare or pay dividends on its Common Stock or Series A Preferred Stock for the first quarter of 2015. In addition, the Board does not currently intend to declare or pay dividends on its Common Stock or Series A Preferred Stock for the remainder of 2015 unless the Company experiences sufficient improvement in its operating results, including successfully completing the sale of certain assets and enhancing the Company’s liquidity position by raising additional capital and/or refinancing its existing credit facilities. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 10. Derivative Instruments and Hedging Activities The Company used variable rate debt to finance the construction of student housing properties in 2014 and prior. These debt obligations allow exposure to variability in cash flows due to fluctuations in interest rates. The Company utilizes derivative instruments (interest rate caps) to limit variability for a portion of the interest payments and to manage exposure to interest rate risk. The Company has two interest rate caps totaling a notional amount of $275 million. Both instruments have a strike rate of 2.5% with maturity dates of July 22, 2015 and January 22, 2016. As of March 31, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly into earnings. The Company recorded an insignificant loss related to derivatives not designated in hedging relationships in earnings for both the three months ended March 31, 2015 and 2014. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 11. Fair Value Disclosures Fair value guidance for financial assets and liabilities that are recognized and disclosed in the 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 Level 2 Level 3 As of March 31, 2015 and December 31, 2014, the Company’s financial assets and liabilities carried at fair value on a recurring basis consisted of interest rate caps. As of March 31, 2015 and December 31, 2014, the fair value of the Company’s 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. Management’s 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, accounts payable, mortgages, construction loans, 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 the Company’s 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 the Company’s 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 3.67 3.65 Estimated Fair Value March 31, 2015 Quoted Prices in Significant Other Significant Carrying Value Fixed-rate mortgage loans $ - $ 372,771 $ - $ 387,019 Variable-rate mortgage loans - 16,417 - 16,548 Construction loans - 162,011 - 162,928 Exchangeable Senior Notes - 102,030 - 97,588 Other Debt - 7,024 - 6,888 December 31, 2014 Fixed-rate mortgage loans $ - $ 164,808 $ - $ 163,341 Variable-rate mortgage loans - 16,467 - 16,613 Construction loans - 119,952 - 120,719 Exchangeable Senior Notes - 101,793 - 97,419 Other Debt - 3,014 - 2,827 All of the Company’s nonrecurring valuations were made in connection with property acquisitions in Note 6 and used significant unobservable inputs and, therefore, fall under Level 3 of the fair value hierarchy. Fair Value Measurements on a Nonrecurring Basis Assets measured at fair value on the accompanying consolidated balance sheet as of December 31, 2014 consist of joint venture investments related to HSRE I, HSRE V, HSRE VI and HSRE X (the “HSRE Investments”) and to the Company’s investment in CSH Montreal and land parcels that were written-down to their estimated fair value. Factors giving rise to the strategic repositioning, including results below expectations in original underwriting transactions and communication from the venture partner during the year ended December 31, 2014 about their desire to dispose of certain properties in the HSRE Investments in the near term, resulted in the Company’s determination that an other than temporary impairment existed. After the impairments were recorded, the carrying values of the Company’s HSRE Investments and investment in CSH Montreal were $ 15.1 6.9 1.0 2.6 5.9 8.5 discounted cash flow 92 7.25 9.25 As of December 31, 2014 Total Level 1 Level 2 Level 3 HSRE JV - I $ 212 $ - $ - $ 212 HSRE JV - V - - - - HSRE JV - VI 6,815 - - 6,815 HSRE JV - X 8,073 - - 8,073 CSH Montreal 6,947 - - 6,947 Land Parcels and Toledo 45,518 - - 45,518 Total assets $ 67,565 $ - $ - $ 67,565 HSRE JV - V (4,500) - - (4,500) Total liabilities $ (4,500) $ - $ - $ (4,500) During the three months ended March 31, 2015 certain assets included in the table above were sold. See Note 7 and 8 for additional detail. See Notes 7, 8, 17 and 18 for additional information on the fair value of the guarantees. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 12. 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 the Company’s 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 common stock issuable upon the conversion of Exchangeable Senior Notes and other potentially dilutive securities in the weighted average shares, unless the effect of their conversion is anti-dilutive in nature. Three Months Ended March 31, 2015 Income Shares Per Share Income from continuing operations $ 11,840 Preferred stock dividends (3,050) Loss from continuing operations attributable to noncontrolling interests (2,166) Income from continuing operations attributable to common stockholders 10,956 Loss from discontinued operations (1,157) Income from discontinued operations attributable to noncontrolling interests 9 Loss from discontinued operations attributable to common stockholders (1,166) Basic earnings per share: Income from continuing operations attributable to common stockholders 10,956 64,720 $ 0.17 Loss from discontinued operations attributable to common stockholders (1,166) 64,720 (0.02) Net income attributable to common stockholders 9,790 64,720 $ 0.15 Effect of Dilutive Securities Interest expense on exchangeable debt 1,356 Incremental shares from assumed conversion (1) 13,966 Diluted earnings per share: Income from continuing operations attributable to common stockholders 12,312 78,686 $ 0.15 Loss from discontinued operations attributable to common stockholders (1,166) 78,686 (0.01) Net income attributable to common stockholders $ 11,146 78,686 $ 0.14 Three Months Ended March 31, 2014 Income Shares Per Share Income from continuing operations $ 109 Preferred stock dividends (3,050) Loss from continuing operations attributable to noncontrolling interests (8) Loss from continuing operations attributable to common stockholders (2,933) Income from discontinued operations 939 Loss from discontinued operations attributable to noncontrolling interests (7) Income from discontinued operations attributable to common stockholders 946 Basic earnings per share: Loss from continuing operations attributable to common stockholders (2,933) 64,495 $ (0.04) Income from discontinued operations attributable to common stockholders 946 64,495 0.01 Loss attributable to common stockholders (1,987) 64,495 $ (0.03) Effect of Dilutive Securities Incremental shares from assumed conversion (1) 434 Diluted earnings per share: Loss from continuing operations attributable to common stockholders (2,933) 64,929 $ (0.04) Income from discontinued operations attributable to common stockholders 946 64,929 0.01 Loss attributable to common stockholders $ (1,987) 64,929 $ (0.03) (1) The effect of the inclusion of all potentially dilutive securities for 2015 is dilutive when computing diluted earnings per share. For the period ended March 31, 2015, shares issuable upon settlement of the exchange feature of the Exchangeable Senior Notes were dilutive and were included in the computation of diluted earnings per share based on the “if-converted” method. The computation of diluted earnings per share used net income adjusted for interest expense related to the Exchangeable Senior Notes of $ 1.4 7.16 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 13. Equity Preferred Stock The Company’s 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) ranks senior to the Company’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. The Company pays 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 2.00 The Company may not redeem the Series A Preferred Stock prior to February 9, 2017, except in limited circumstances relating to the Company’s ability to qualify as a REIT. On or after February 9, 2017, the Company may, at its 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 Common Shares and OP Units An OP Unit and a share of the Company’s 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, the Company has 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. On January 30, 2015, the Company completed the First CB Closing. In addition to cash consideration exchanged for the additional interests acquired, the Operating Partnership issued to the Sellers an aggregate of 10.4 million OP Units. See Note 6 for more information related to the First CB Closing as well as the Second CB Closing that occurred on April 30, 2015. As of March 31, 2015, there were 75.5 64.7 85.7 10.8 14.3 77.0 7.16 For the Three Months Ended March 31, 2015 2014 Common shares at beginning of period 64,742 64,502 Issuance of common shares 112 - Forfeiture of restricted shares (134) (15) Common shares at end of period 64,720 64,487 For the Three Months Ended March 31, 2015 2014 OP Units at beginning of period 401 434 Issuance of OP Units 10,354 - OP Units at end of period 10,755 434 Dividends and Distributions During the first quarter of 2015, the Company’s Board of Directors determined, based on an evaluation by management of the Company’s ability to satisfy all financial covenants in the credit agreement for the next four quarters, not to declare or pay dividends on its Common Stock or Series A Preferred Stock for the first quarter of 2015. In addition, the Board does not currently intend to declare or pay dividends on its Common Stock or Series A Preferred Stock for the remainder of 2015 unless the Company experiences sufficient improvement in its operating results, including enhancing its liquidity position by raising additional capital and/or refinancing its existing credit facility. As these dividends were not declared at March 31, 2015, the Company has not accrued them but has included the preferred stock dividends in the calculation of net income (loss) attributable to common shareholders in the accompanying statement of operations and comprehensive income (loss). For the three months ended March 31, 2014, the Board of Directors declared a first quarter 2014 dividend of $ 0.165 10.7 For the three months ended March 31, 2014, the Board of Directors also declared a cash dividend of $ 0.50 2.5 |
Incentive Plans
Incentive Plans | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule Of Nonvested Share Activity [Text Block] | 14. Incentive Plans The Company has adopted the 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. The aggregate number of awards approved under the Incentive Plan is 5.3 2.5 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 the Board of Directors. At March 31, 2015, total unrecognized compensation cost related to restricted stock awards was $ 1.2 1.3 During the three months ended March 31, 2015, the Company recognized stock compensation expense of $ 1.0 0.4 0.7 0.1 0.4 Restricted Weighted Average Unvested shares at beginning of period (carry-forward) 288 $ 11.28 Granted 112 7.68 Vested (94) 7.56 Forfeited (134) 7.79 Unvested shares at March 31, 2015 172 7.71 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. Related Party Transactions The Company leases aircraft from entities in which two of its former executive officers have an ownership interest. For the three months ended March 31, 2015 and 2014, the Company incurred lease payments related to these entities of $ 0.1 0.1 For the three months ended March 31, 2015 and 2014, the Company incurred operating costs of $ 0.2 0.6 The Company is party to an agreement with an initial term of five years with a subsidiary of an entity affiliated with one of the Company’s directors pursuant to which it offers its tenants a program of insurance services and products. Pursuant to the agreement, the Company received an upfront payment of $ 100,000 0.4 0.3 The Company is party to an arrangement with an entity, CB Townhome Communities, LLP (“CBTC, LLP”), in which a nominee for the Company’s board of directors, Dr. John McWhirter, has an ownership interest. Historically, the Copper Beech properties have paid CBTC, LLP for the use of a plane owned by another entity in which Dr. McWhirter has an ownership interest, Blackberry Aviation, LLC (“Blackberry”). CBTC, LLP operates the plane which is owned by Blackberry and, based upon estimated expenses to operate the plane (including pilots, fuel, storage, debt service, taxes, and other related operating expenses) determines a cost per flight hour for the upcoming fiscal year. The Copper Beech properties collectively purchase a certain number of hours of flight time and allocate the aggregate cost to the Copper Beech properties based upon the number of beds at each property relative to the total number of beds in the Copper Beech Portfolio. The fiscal year for this arrangement runs from August 1 through July 31 and for year beginning August 1, 2014, the Copper Beech entities agreed to purchase 70 flight hours 0.4 In connection with the consummation of the acquisition of additional membership interests in the Copper Beech Portfolio, the Company and the Operating Partnership entered into a tax protection agreement with certain of the Sellers, including one or more entities in which Dr. John R. McWhirter, a nominee for election as director of the Company, has an ownership interest. Pursuant to the tax protection agreement, unless the Company and the Operating Partnership indemnify the applicable Sellers for certain resulting tax liabilities, the Company and the Operating Partnership have agreed not to sell or otherwise to dispose of in a taxable exchange during the 7 100 as of March 31, 2015, one or more entities in which Dr. McWhirter has an ownership interest owned an interest in joint ventures with the Company and the other Sellers, which own 7 of the Copper Beech Portfolio properties The unimproved real property located in Charlotte, North Carolina and owned by Copper Beech Townhome Communities Thirty One LLC serves as collateral for a loan in the original principal amount of $ 1.5 1.5 The Company is party to another arrangement with CBTC, LLP whereby CBTC, LLP employs all but one of the people who directly operate the Company’s Copper Beech properties (at the property level and in the Company’s State College, PA satellite office). The individual who has direct responsibilities related to the Company’s Copper Beech properties who is not an employee of CBTC, LLP is a party to a consulting agreement with one of the Company’s wholly-owned entities. CBTC, LLP does not earn any profit as a result of this arrangement as there is no mark-up of the direct costs associated with the employment of the CBTC, LLP personnel. As described in Notes 1, 6 and 7, the Company retains a noncontrolling interest in several Copper Beech entities in which Dr. John McWhirter also holds an interest. The Company has net payables of $ 3.4 2.6 |
Segments
Segments | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 16. Segments The Company has identified three reportable business segments: (i) Grove and evo operations (ii) Copper Beech operations and (iii) property management services. The Company evaluates the performance of its operating segments based on operating income (loss). All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing the Company’s three reportable operating segments. Prior to the First CB Closing in January 2015, the Company’s segments consisted of student housing operations and property management services. Upon the First CB Closing, the Company added the Copper Beech operations as a new reportable operating segment. Beginning with the first quarter of 2015, the Company’s chief operating decision maker began reviewing the separate operating results of the three operating segments to make decisions about resources to be allocated to each segment and assess each segment’s performance. Prior to the three months ended September 30, 2014, the Company reported construction and development service as part of the property management segment. Upon discontinuation of the construction and development operations, all construction and development activities are reported in discontinued operations. Three Months Ended March 31, 2015 2014 Grove and evo Operations: Revenues from external customers $ 30,901 $ 24,608 Operating expenses 21,727 17,500 Income from wholly-owned student housing operations 9,174 7,108 Severance expense (508) - Equity in earnings (losses) of unconsolidated entities (1,372) 251 Operating income $ 7,294 $ 7,359 Depreciation and amortization $ 7,717 $ 6,770 Capital expenditures $ 1,376 $ 30,218 Investment in unconsolidated entities $ 43,109 $ 93,291 Total segment assets at end of period $ 927,097 $ 972,460 Copper Beech Operations: Revenues from external customers $ 9,199 $ - Operating expenses (excluding amortization of in place leases) 6,187 - Intangible amortization of in place leases 8,661 - Loss from wholly-owned student housing operations (5,649) - Equity in earnings (losses) of unconsolidated entities (777) 68 Operating income (loss) $ (6,426) $ 68 Depreciation and amortization $ 11,534 $ - Capital expenditures $ 338 $ - Investment in unconsolidated entities $ 50,674 $ 266,010 Total segment assets at end of period $ 652,609 $ 266,010 Property Management Services: Revenues from external customers $ 229 $ 103 Intersegment revenues 122 58 Total revenues 351 161 Operating expenses 233 365 Operating income (loss) $ 118 $ (204) Depreciation and amortization $ 188 $ 1 Total segment assets at end of period $ - $ - Reconciliations: Total segment revenues $ 40,451 $ 24,769 Elimination of intersegment revenues (122) (58) Total consolidated revenues $ 40,329 $ 24,711 Segment operating income $ 986 $ 7,223 Interest expense (7,788) (3,376) Transaction costs (1,492) - Gain on purchase of Copper Beech 21,642 - Gain on sale of land and unconsolidated joint ventures 7,748 - Corporate depreciation and amortization (317) (209) Net unallocated expenses related to corporate overhead (8,115) (3,785) Write off of other assets (769) - Other income (expense) (55) 66 Income (loss) from continuing operations, before income tax benefit $ 11,840 $ (81) Total segment assets $ 1,579,706 $ 1,238,470 Unallocated corporate assets and eliminations 4,505 12,430 Total assets at end of period $ 1,584,211 $ 1,250,900 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 17. Commitments and Contingencies Commitments In the ordinary course of business, certain liens related to the construction of the student housing real estate property may be attached to the Company’s 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 the Company will not be required to pay amounts greater than currently recorded liabilities to settle these claims. The Company has properties that are subject to long-term ground leases. Typically, these properties are located on the campuses of colleges or universities. The Company has the right to encumber its 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 the Company 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 the Company decide to sell its 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 the Company’s offer to sell its leasehold interests. 2015 $ 1,923 2016 2,270 2017 1,963 2018 1,513 2019 1,327 Thereafter 26,821 (1) Total future minimum lease payments $ 35,817 (1) The Company’s lease obligations total $ 1.3 2023 0.4 2081 The Company paid rent for its corporate headquarters office of $ 0.3 0.2 The Company guarantees certain mortgage and construction loans and revolving credit facilities related to the Company’s unconsolidated joint ventures. As of March 31, 2015, the Company guarantees: up to 100% of $11.2 million of debt through May 2015 up to 50% of $132.6 million of debt with varying maturity dates from May 2015 through September 2018 up to 25% of $90.1 million of debt maturing in July 2016 9.4 3.2 6.2 5.5 In connection with the Company’s investment in CSH Montreal, the Company provides a guarantee of up to 50% of the outstanding balance of the acquisition and development credit facility (“CSH Montreal Debt”) of CAD 112.0 88.4 104.0 82.1 52.0 41.1 The Company does not expect to be required to perform under any of the guarantees discussed above. In the event that the Company is required to perform under one of the guarantees, it believes the borrower’s assets collateralizing the debt would be sufficient to cover the maximum potential amount of future payments under the guarantee, except as disclosed above. See Note 18 for a discussion of guarantees related to a Copper Beech entity in which the Company expects that it may be required to perform under. Contingencies In the normal course of business, the Company is subject to claims, lawsuits and legal proceedings. In addition to the matters described below, the Company is 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 the Company’s financial position or results of operations. On January 21, 2015, the Company and certain of its subsidiaries were named as defendants in a lawsuit filed in the 7th Division of the Jefferson Circuit Court in Jefferson County in Louisville, Kentucky. The case arose from an individual who fell to his death at a construction site located at 2501 South 4th Street, Louisville, Jefferson County, Kentucky. Also named as co-defendants in the case are three other companies associated with the construction and/or employment of the deceased individual. The plaintiffs allege, among other things, the Company was negligent and/or allowed a dangerous or hazardous condition to exist on the premises. The plaintiffs’ initial complaint did not specify the amount of damages sought. The Company has filed its responsive pleadings. Based upon the totality of the circumstances, including the existence of insurance coverage and anticipated indemnity from third-parties, the Company does not believe that the lawsuit, if adversely determined, would have a material adverse effect on the Company's financial position or results of operations. The Company is not aware of any environmental liability with respect to the properties that could have a material adverse effect on the Company’s 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 the Company’s financial position or results of operations and cash flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. Subsequent Events In addition to certain matters discussed elsewhere in these notes, the Company noted the following subsequent events: Copper Beech Transaction As stated in Note 6, as of April 30, 2015, the Company has completed the acquisition of the Sellers’ interests in two of the properties in the Copper Beech Portfolio in which the Company previously held a 48 1.4 2.0 7.7 On April 30, 2015, the Company entered into a purchase agreement with Pennsylvania State University (the “Penn State Seller”) to purchase its 15 16 4.6 2.3 2.3 100 4.6 Changes in Management On April 21, 2015, the Board authorized the appointment of David Coles as Interim Chief Executive Officer of the Company and John Makuch as Interim Chief Financial Officer of the Company, subject to the finalization of an engagement letter with Alvarez & Marsal North America, LLC (“Alvarez & Marsal”). On April 29, 2015, the Company entered into an engagement letter with Alvarez & Marsal, effective as of April 21, 2015, providing for Mr. Coles’ services as the Company’s Interim Chief Executive Officer, Mr. Makuch’s services as the Company’s Interim Chief Financial Officer and the services of additional support personnel as needed (the “Engagement Letter”). Under the terms of the Engagement Letter, during their respective service at the Company, Messrs. Coles and Makuch will continue to be employed by Alvarez & Marsal and will not receive any compensation directly from the Company or participate in any of the Company’s employee benefit plans. Changes in Board of Directors On May 3, 2015, the Company entered into an agreement (the “Clinton Group Agreement”) with Clinton Group , Inc. and its affiliated funds (collectively, the “Clinton Group”). At the time the Clinton Group Agreement was entered into, the Clinton Group was the beneficial owner of approximately 1.6 Notice of Sole Remedy under Indenture for 4.75% Exchangeable Senior Notes due 2018 On May 21, 2015, the Operating Partnership delivered a notice (the “Notice”) to the holders of its 4.75 The Notice further provided that, pursuant to Section 6.01(b) of the Indenture, the Operating Partnership elected that the sole remedy for the reporting event of default would consist exclusively of the right to receive additional interest on the Exchangeable Senior Notes at a rate equal to (i) 0.25% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the first 90 days of the 180-day period in which such reporting event of default is continuing, beginning on, and including, the date on which such reporting event of default first occurs and (ii) 0.50% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the last 90 days of such 180-day period as long as such reporting event of default is continuing, payable subject to and in accordance with the terms and conditions of the Indenture. Communications with Lenders Related to Certain Debt Obligations Campus Crest at Pullman, LLC ("CC Pullman"), Campus Crest at Grand Forks, LLC ("CC Grand Forks") and Campus Crest at Laramie, LLC (“CC Laramie”) informed their lender (for purposes of this paragraph, the “Lender”) that the maximum leverage ratio and the minimum fixed charge coverage ratio tests contained in the loan agreements for the CC Pullman, CC Grand Forks and CC Laramie projects were not met for the test date of December 31, 2014 and that CC Pullman, CC Grand Forks and CC Laramie would not be in compliance with their obligations to provide a copy of the Company's consolidated quarterly financial statements and covenant compliance certificate within the applicable time period required under the respective loan agreements for the three months ended March 31, 2015. On March 24, 2015, the Company received written notice from the Lender that it would waive the deficiencies upon receipt of a modification fee of $ 0.1 Although the Company no longer has an equity interest in the Kalamazoo Phase 1 property owned by Copper Beech Townhome Communities Twenty Three, LLC ("CBTC 23"), the Company and the Operating Partnership has a non-recourse carve-out guaranty and a 10% principal repayment guaranty (the “CBTC 23 Guaranty”) and the Operating Partnership was required to deliver a $ 1.0 4.0 4.0 4.0 Campus Crest Communities, Inc. and Campus Crest Operating Partnership, LP are guarantors under a credit agreement dated January 14, 2014, related to the CSH Montreal Debt (the “Montreal Credit Agreement”). Section 10.4(2) of the Montreal Credit Agreement requires CSH Montreal to provide monthly reports within 45 days of each month end. On April 15, 2015, the parties to the Montreal Credit Agreement executed a Fourth Amendment to the Montreal Credit Agreement, which waived compliance with the provisions of Section 10.4(2) until April 15, 2015. The Fourth Amendment also deleted some of the monthly reporting requirements in Section 10.4(2) of the Montreal Credit Agreement. The failure to deliver the monthly reports under Section 10.4(2) did not constitute an event of default under the Montreal Credit Agreement because the Fourth Amendment was executed before the applicable notice and cure period lapsed. Section 10.4(3) of the Montreal Credit Agreement requires CSH Montreal to provide quarterly reports within 45 days of each fiscal quarter end. On June 22, 2015, the parties to the Montreal Credit Agreement executed a Fifth Amendment to the Montreal Credit Agreement, which waived compliance with the provisions of Section 10.4(3) until July 31, 2015. The Fifth Amendment also modified Section 10.4(3) of the Montreal Credit Agreement as it relates to the 45-day reporting requirement for the fiscal quarter ended June 30, 2015 to extend that period from 45 days to 60 days. As a consequence of executing the Fourth Amendment and Fifth Amendment, the Company believes it is in compliance with the Montreal Credit A greement. As described in Note 9, in January 2013, the Company (the “Borrower”) entered into the second amended and restated credit agreement (the "Second Amended and Restated Credit Agreement"), which provides for a $ 250.0 50 HSRE Portfolio Changes On May 1, 2015, the Company entered into a nonbinding membership interest purchase and sale agreement with HSRE which will result in (i) HSRE acquiring all of the ownership interests in the entities which own The Grove at Norman, Oklahoma and The Grove at Louisville, Kentucky, and (ii) the Company acquiring all of the ownership interests in the entities which own The Grove at Fayetteville, Arkansas, The Grove at Indiana, Pennsylvania and The Grove at Greensboro, North Carolina. This membership interest purchase and sale agreement is based upon the book value of each of the properties. The Company has placed $ 5.0 CSH Montreal Agreement Buyout In June of 2015, the Company entered into an agreement with Beaumont, CSH Montreal and certain other entities related to a potential buyout of the Company's ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the Company related to the two evo Montreal properties. As part of the closing, the current credit facility will be paid in full, thereby releasing the Company from all guaranty and indemnity obligations associated with the credit facility currently in place for the two evo Montreal properties. As of the date of this filing, the Company cannot estimate the financial statement effects of this transaction. The closing is expected to occur during the third quarter of 2015 and is subject to financing and other customary closing conditions. San Angelo Sale On June 15, 2015, the Company entered into a purchase and sale agreement with a third party that would result in the sale of 100 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements, presented in U.S. dollars, have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and represent the Company’s financial position, results of operations and cash flows. Equity interests owned by others in the Operating Partnership and two consolidated Copper Beech entities are reflected as non-controlling interests in the consolidated financial statements. The Company also has 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. Certain prior period amounts have been reclassified to conform to the current period presentation, primarily related to discontinued operations discussed in Note 7. The unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 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. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of 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 (which is included in income (loss) from discontinued operations) under the percentage of completion method, useful lives of student housing properties, valuation of investment in real estate and investments in unconsolidated entities and land and properties held for sale, valuation allowance on deferred tax assets, initial valuations used in the accounting for newly acquired student housing properties and the Copper Beech entities and trade name, fair value of guarantee obligations related to unconsolidated entities, issuance proceeds receivable from damaged assets, determination of fair value for impairment assessments, and fair value of financial assets and liabilities, including derivatives and allowance for doubtful accounts. Actual results could differ from those estimates and such differences may be material to the 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. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Consolidated Variable Interest Entity During the year ended December 31, 2013, the Company entered into a variable interest entity ("VIE") with Copper Beech Townhome Communities, LLC ("CBTC") to develop, construct and manage a student housing property in Ames, Iowa (“Copper Beech at Ames”). The property began operations during the third quarter of 2014. The Company concluded that it is the primary beneficiary of Copper Beech at Ames as the Company funded all of the equity of this entity, resulting in the Copper Beech investor’s interest being deemed a de facto agent of Campus Crest. The VIE’s assets and liabilities and the noncontrolling interest are included in the consolidated balance sheet as of December 31, 2014. On January 30, 2015, in connection with the Copper Beech purchase transaction (see Note 6), the Company’s ownership interest in Copper Beech at Ames increased to 100%. The acquisition of the noncontrolling interest in Copper Beech at Ames was accounted for as an equity transaction and did not result in the recognition of a gain or loss in the consolidated statement of operations and comprehensive income (loss). |
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. Land improvements 15 Buildings and leasehold improvements 10 40 Furniture, fixtures and equipment 5 10 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 the Company’s 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. There was no interest capitalized during the three months ended March 31, 2015 and $ 1.9 The Company capitalizes 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 the Company capitalizes 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. The Company capitalizes 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 the Company’s 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. As there were no assets under development during the three months ended March 31, 2015, correspondingly there were no capitalized costs for the period. Capitalized indirect costs associated with the Company’s development activities were $ 3.3 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 or construction will commence. Because the Company frequently incurs these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained, the Company bears the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or if the Company is unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects where the Company has not yet acquired the target property or where the Company has 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. No such write-offs were recorded during the three months ended March 31, 2015 and March 31, 2014. As of March 31, 2015 and December 31, 2014, the Company had no pre-development costs related to development projects, (see Note 4 regarding the Company’s strategic repositioning initiatives). As of March 31, 2015, the Company owned five strategically held land parcels that could be used for the development of phase two properties, with an aggregate bed count ranging from approximately 1,000 to 1,500, and four land parcels and one property which the Company intends to divest. The costs associated with the strategically held parcels are included in land held for investment on the accompanying consolidated balance sheets. The costs associated with the land parcels and additional property in which the Company intends to divest are included in land and property held for sale in the accompanying consolidated balance sheets. Management assesses whether there has been impairment in the value of the Company’s investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets held and used, 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 over the expected hold period. 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 the Company’s 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 Campus Crest recognizes tangible and identified intangible assets and liabilities related to acquired properties based on the fair values of these assets and liabilities for both consolidated entities and investments in unconsolidated entities. 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. Additionally, mortgage debt premiums and discounts represent fair value adjustments for the difference between the stated rates and market rates of mortgage debt assumed in connection with the Company’s acquisitions. The mortgage debt premiums and discounts are amortized to interest expense over the term of the related mortgage loans using the effective-interest method. 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. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets Held for Sale Long-lived assets to be disposed of are classified as held for sale in the period in which all of the following criteria are met: a. Management, having the authority to approve the action, commits to a plan to sell the assets. b. The asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets. c. An active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated. d. The sale of the asset is probable, and transfer of asset is expected to qualify for recognition as a completed sale, within one year. e. The asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value. f. Actions required to complete the plan indicate that it is unlikely that significant changes to the plans will be made or that the plan will be withdrawn. Concurrent with this classification, the land and property held for sale is recorded at the lower of cost or fair value less estimated selling costs, and depreciation ceases. |
Real Estate, Policy [Policy Text Block] | Real Estate Ventures Campus Crest holds interests in its properties through interests in both consolidated and unconsolidated real estate ventures. The Company assesses its 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 (i) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support or (iii) 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 that has disproportionately fewer voting rights. The Company consolidates entities that are VIEs for which the Company is determined to be the primary beneficiary. In instances where the Company is not the primary beneficiary, the Company does not consolidate the entity for financial reporting purposes. The primary beneficiary is the entity that has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) 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 the Company is 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 the Company is the general partner (or the equivalent), but do not control the real estate venture, and the other partners (or the equivalent) hold substantive participating rights, the Company uses the equity method of accounting. For entities where the Company is 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 the Company controls the entity, the Company would consolidate the entity; otherwise the Company accounts for its investments using the equity method of accounting. Under the equity method of accounting, investments are initially recognized in the consolidated balance sheet at cost and are subsequently adjusted to reflect the Company’s 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 the Company’s balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in earnings (loss) of unconsolidated entities. When circumstances indicate there may have been a loss in value of an equity method investment, and the Company determines the loss in value is other than temporary, the Company recognizes an impairment charge to reflect the investment at fair value. |
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 Campus Crest considers 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 consolidated statements of cash flows. The Company maintains cash balances in various banks. At times the Company’s balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company does not believe this presents significant exposure for the business. Restricted cash includes escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. The Company’s funds in escrow are typically held in interest bearing accounts covered under FDIC insurance with applicable limits. |
Allowance For Doubtful Accounts [Policy Text Block] | Allowance for Doubtful Accounts Allowances for student receivables are maintained to reduce the Company’s 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. Balance at December 31, 2014 $ (459) Bad debt expense (741) Write offs 9 Balance at March 31, 2015 $ (1,191) Write offs during the three months ended March 31, 2014 were immaterial. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets Campus Crest’s intangible assets consist of acquired in-place leases and the trademark for the Copper Beech brand name. As previously mentioned, the acquired in-place leases are amortized on a straight-line basis over the remaining initial term of the respective leases, generally less than one year. The gross carrying amount, accumulated amortization and net carrying amount of the acquired in-places leases was $ 26.0 8.7 17.3 8.7 20.1 2.8 3.7 |
Deferred Financing Costs [Policy Text Block] | Deferred Financing Costs Campus Crest defers costs incurred in obtaining financing and amortizes these costs using the straight-line method, which approximates the effective interest method, over the expected terms of the related loans. Deferred financing costs as of March 31, 2015 and December 31, 2014 were $ 12.9 11.7 5.5 4.8 |
Noncontrolling Interests [Policy Text Block] | Noncontrolling Interests Noncontrolling interests represent the portion of equity in the Company’s consolidated subsidiaries which are not attributable to the Company’s stockholders. Accordingly, noncontrolling interests are reported as a component of equity, separate from stockholders’ equity, in the accompanying consolidated balance sheets. On the consolidated statements of operations and comprehensive income (loss), operating results are reported at their consolidated amounts, including both the amount attributable to the Company and to noncontrolling interests. See also “Consolidated Variable Interest Entity.” |
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. The Company recognizes revenue on a straight-line basis over the term of the lease contracts which for new tenants is typically 11.5 months for Grove and evo properties and 12 months for Copper Beech properties. |
Property Management Services [Policy Text Block] | Property Management Services Management fees are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive criteria are met. |
Development Construction And Management Services [Policy Text Block] | Development and Construction 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 each property under development and construction. 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 the Company does 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 the Company’s interest in the unconsolidated entity. Any incentive fees, net of the impact of the Company’s 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. Costs and estimated earnings in excess of billings represent the excess of construction costs and profits recognized to date using the percentage of completion method over billings to date on certain contracts. Billings in excess of costs and estimated earnings represents the excess of billings to date over the amount of contract costs and profits recognized to date using the percentage of completion method on certain contracts. Billings to date on such contracts totaled $ 51.0 49.3 |
Marketing and Advertising Costs [Policy Text Block] | Marketing and Advertising Costs Marketing and advertising costs are expensed during the period incurred and included in student housing and general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Marketing and advertising expenses were $ 0.5 0.4 |
Derivatives, Policy [Policy Text Block] | Derivative Instruments and Hedging Activities Campus Crest enters into interest rate cap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted to be borrowed, under credit facilities. These contracts effectively limit the amount of interest the Company needs to pay should interest rates exceed contracted levels. The Company had two interest rate caps as of March 31, 2015. All derivative instruments are recognized as either assets or liabilities on the 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. The Company discontinues hedge accounting when: (i) it determines 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 (expense) line item on the accompanying consolidated statements of operations and comprehensive income (loss). As of March 31, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant. |
Commitments and Contingencies, Policy [Policy Text Block] | Commitments and Contingencies Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code. The Company’s qualification as a REIT depends upon its 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 the Company’s gross income, the composition and values of the Company’s assets, the Company’s distribution levels and the diversity of ownership of its stock. The Company believes that it is organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and that the Company’s intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. As a REIT, the Company generally will not be subject to U.S. federal and state income tax on taxable income that it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company 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 it lost its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could materially and adversely affect the Company, including its ability to make distributions to its stockholders in the future. Campus Crest has made the election to treat TRS Holdings, the Company’s subsidiary which holds the Company’s management companies (as well as the development and construction companies included within discontinued operations) that provide services to entities in which the Company does not own 100 Campus Crest follows a two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when the Company concludes 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. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines 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 de-recognition 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 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 The Company grants restricted stock and restricted Operating Partnership ("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 the Company’s common stock or OP Units that are subject to restrictions on transferability and other restrictions determined by the Company’s compensation committee at the date of grant. A grant date generally is established for a restricted stock award or restricted OP Unit award upon approval from the Company’s compensation committee and Board of Directors. The restrictions may lapse over a specified period of employment or the satisfaction of pre-established criteria as the Company’s 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 generally is determined based on the market value of the Company’s 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 discontinued operations, if resulting from operations within the Company’s development or construction service company, or other income (expense) in the accompanying consolidated statements of operations and comprehensive income (loss). As of March 31, 2015 and December 31, 2014, the Company had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included in the accompanying consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2015 and 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 included as a component of accumulated other comprehensive income (loss) in stockholders' equity in the accompanying consolidated balance sheets. Upon classification as held for sale, sale or liquidation of the Company’s investments, the translation adjustment would be reported as part of the gain or loss on classification, sale or liquidation. During the three months ended March 31, 2015 and 2014, the Company recognized a foreign currency translation loss of $ 0.7 1.0 |
Insurance Premiums Revenue Recognition, Policy [Policy Text Block] | Insurance Recoveries Insurance recoveries are amounts due or received under the Company’s applicable insurance policies for asset damage and business interruption relating to the previously disclosed fire at The Grove at Pullman, Washington and to the damage at The Grove at Wichita Kansas, and The Grove at Wichita Falls, Texas. Business interruption recovery is recorded when realized and included as a reduction within student housing operations expenses within the consolidated statements of operations and comprehensive income (loss). For the three months ended March 31, 2015 and 2014, the Company recognized zero and $ 0.6 4.6 5.5 |
Segment Reporting, Policy [Policy Text Block] | Segments The Company has identified three reportable business segments: (i) Grove and evo operations (ii) Copper Beech operations and (iii) property management services. The Company evaluates the performance of its operating segments based on operating income (loss). All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts include general expenses associated with managing the Company’s three reportable operating segments. Prior to the closing of the Copper Beech sale transaction in January 2015, the Company’s segments consisted of student housing operations and property management services. Upon closing of this transaction, the Company added the Copper Beech operations as a new reportable operating segment. During the first quarter of 2015, the Company’s chief operating decision maker began reviewing the separate operating results of the three operating segments to make decisions about resources to be allocated to each segment and assess each segment’s performance. |
Immaterial Corrections [Policy Text Block] | Immaterial Corrections Subsequent to the issuance of the Company’s 2014 consolidated financial statements, the Company became aware of two immaterial corrections that were necessary to be made to the consolidated financial statements. These errors related to the second, third and fourth quarters of 2014. The Company has adjusted the prior year consolidated financial statements to reflect the impact of these immaterial corrections. The total impact of these immaterial corrections increased the previously reported net loss attributable to common stockholders from $ 174.9 177.7 298.8 301.6 1.9 0.9 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Consolidation (Topic 810)", which amends the consolidation requirements in ASC 810, “Consolidation”. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception for certain entities. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those fiscal years. The Company is currently evaluating the provisions of this guidance and the impact is not known. In April 2015, the FASB issued ASU 2015-03, "Interest-Imputation of Interest (Subtopic 835-30)", which simplifies the presentation of debt issuance costs. To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. The Company is currently evaluating the provisions of this guidance and the impact is not known. In May 2014, the FASB issued ASU 2014-09 "Revenue From Contracts With Customers" which provides a single comprehensive revenue recognition model for contracts with customers (excluding certain contracts, such as lease contracts) to improve comparability within industries. ASU 2014-09 requires an entity to recognize revenue to reflect the transfer of goods or services to customers at an amount the entity expects to be paid in exchange for those goods and services and provide enhanced disclosures, all to provide more comprehensive guidance for transactions such as service revenue and contract modifications. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016 and may be applied using either a full retrospective or modified approach upon adoption. The Company is currently evaluating the provisions of this guidance and the impact is not known. |
Organization and Description 27
Organization and Description of Business (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule Of Properties In Which Company Has Operating and Under Construction Interest [Table Text Block] | Properties in Operation Wholly owned Grove properties 36 Joint Venture Grove properties 8 Total Grove Properties 44 Joint Venture evo properties 3 Wholly owned Copper Beech properties 26 Joint Venture owned Copper Beech properties (1) 9 Total Copper Beech properties 35 Total Portfolio (2) 82 (1) The Company holds a 48 84 85 (2) The Company’s 100 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
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 Buildings and leasehold improvements 10 40 Furniture, fixtures and equipment 5 10 |
Schedule Of Allowance For Doubtful Accounts Receivable [Table Text Block] | The following is a summary of the Company’s allowance for doubtful accounts for the three months ended March 31, 2015 (in thousands): Balance at December 31, 2014 $ (459) Bad debt expense (741) Write offs 9 Balance at March 31, 2015 $ (1,191) |
Student Housing Properties (Tab
Student Housing Properties (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Real Estate [Abstract] | |
Schedule Of Student Housing Properties Net [Table Text Block] | The following is a summary of the Company’s student housing properties, net for the periods presented (in thousands): March 31, December 31, 2015 2014 Land $ 117,352 $ 76,043 Buildings and improvements 1,291,153 781,739 Furniture, fixtures and equipment 97,792 78,180 1,506,297 935,962 Less: accumulated depreciation (138,830) (128,121) $ 1,367,467 $ 807,841 |
Strategic Repositioning Initi30
Strategic Repositioning Initiatives (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance Costs [Table Text Block] | Changes to the severance accrual during the three months ended March 31, 2015 are as follows (in thousands): Balance at December 31, 2014 $ 5,743 New charges 122 Cash payments (1,732) Balance at March 31, 2015 $ 4,133 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the deferred tax assets and liabilities of the TRSs are as follows (in thousands): March 31, December 31, 2014 Deferred tax assets: Solar investment tax credit $ 2,116 $ 2,116 Federal and state net operating loss 2,131 2,284 Other 22 22 Less: valuation allowance (3,849) (4,002) Total deferred tax assets 420 420 Deferred tax liabilities: Deferred revenue - - Depreciation and amortization (420) (420) Total deferred tax liabilities (420) (420) Net deferred tax assets $ - $ - |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule Of Purchase Price Allocations [Table Text Block] | The following table is an allocation of the purchase price (in thousands): Land $ 4,770 Buildings and improvements 18,276 Furniture, fixtures and equipment 2,284 In-place leases 1,524 Other (377) Fair value of debt at acquisition (16,901) 9,576 Less estimated fair value of interest owned prior to acquisition (1,915) $ 7,661 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the provisional fair values of the assets acquired and liabilities assumed from the First CB Closing discussed above: January 30, 2015 Assets acquired: Land $ 41,309 Buildings 504,960 Furniture, fixtures and equipment 19,192 Intangibles 29,692 Other assets, including cash of $5,074 7,882 Total assets acquired $ 603,035 Liabilities assumed: Mortgage, construction loans and other debt $ 263,786 Other liabilities 9,378 Total liabilities assumed $ 273,164 Net assets acquired $ 329,871 |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma information is provided for informational purposes only and is not indicative of results that would have occurred or which may occur in the future: Pro Forma Three Months Ended March 31, 2015 2014 Total revenues $ 48,298 $ 38,422 Net loss $ (11,761) $ (9,885) Net loss attributable to common shareholders $ (10,773) $ (11,333) |
Asset Dispositions and Discon33
Asset Dispositions and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Below is a summary of the consolidated balance sheet for the construction and development operations as of March 31, 2015 and December 31, 2014 (in thousands): March 31, December 31, 2015 2014 Cash $ 307 $ 1,118 Other assets 587 634 Costs and earnings in excess of construction billings 618 3,887 Total assets 1,512 5,639 Accounts payable and accrued expenses 688 4,711 Construction billings in excess of cost and earnings - 481 Total liabilities 688 5,192 Total net assets $ 824 $ 447 Below is a summary of the results of operations for the construction and development operations for all periods presented (in thousands): Three Months Ended March 31, 2015 2014 Revenue $ - $ 7,333 Construction and development service expense (1,157) (6,394) Income (loss) from discontinued operations $ (1,157) $ 939 |
Investment in Unconsolidated 34
Investment in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule of Unconsolidated Investments and Debt [Table Text Block] | The Company is the guarantor of the construction and mortgage debt or credit facilities of its joint ventures with HSRE, Brandywine and Beaumont (see Note 17). Details of the Company’s unconsolidated investments at March 31, 2015 are presented in the following table (dollars in thousands): Debt Weighted Number of Average Our Year Properties In Total Amount Interest Unconsolidated Entities Ownership Founded Operation Investment Outstanding Rate Maturity Date / Range HSRE-Campus Crest I, LLC 63.9 % 2009 1 $ 3,719 $ 11,166 (4) 2.68 % (1) 5/09/2015 (3) HSRE-Campus Crest V, LLC 10.0 % 2011 2 - 36,289 (4) 2.88 % (1) 5/05/2015 7/20/2015 (3) HSRE-Campus Crest VI, LLC 20.0 % 2012 3 6,645 53,706 (4) 2.49 % (1) 5/08/2015 12/19/2015 (3) HSRE-Campus Crest IX, LLC 30.0 % 2013 1 19,394 90,081 (4) 2.38 % (1) 7/25/2016 HSRE-Campus Crest X, LLC 30.0 % 2013 2 7,836 42,579 (4) 2.36 % (1) 9/06/2016 9/30/2018 CB Portfolio 48.0 % 2013 7 50,674 195,791 (4) 5.41 % (1) 10/01/2015 10/01/2020 CSH Montreal 47.0 % 2013 2 5,515 82,113 (4) 5.69 % (1) 1/13/2016 Total unconsolidated entities 18 $ 93,783 $ 511,725 4.12 % (1) Variable interest rates. (2) Comprised of fixed rate debt. (3) Certain loans which matured in May 2015 and are scheduled to mature during July 2015 are in the process of being refinanced as of the date of this filing. (4) The amount outstanding for debt represents 100% of the debt outstanding at each of the respective joint ventures in which the Company has varying ownership percentages. See Note 17 for a discussion of amounts of the outstanding debt in which the Company guarantees on behalf of certain of these joint ventures. |
Equity Method Investment Summarized Financial Information Combined Financial Information [Table Text Block] | The following is a summary of the combined financial position of the Company’s unconsolidated entities with HSRE, Brandywine and Beaumont in their entirety, not only the Company’s interest in the entities, for the periods presented (in thousands): March 31, December 31, 2015 2014 Assets Student housing properties, net $ 489,075 $ 437,108 Development in process - 7,429 Other assets 12,321 12,947 Total assets $ 501,396 $ 457,484 Liabilities and Equity Mortgage and construction loans $ 315,935 $ 354,759 Other liabilities 19,237 29,364 Owners' equity 166,224 73,361 Total liabilities and owners' equity $ 501,396 $ 457,484 Company's share of historical owners' equity $ 52,860 $ 30,481 Preferred investment (1) 7,322 7,322 Net difference in carrying value of investment versus net book value of underlying net assets (2) (17,073) 3,219 Carrying value of investment in HSRE and other non-Copper Beech entities $ 43,109 $ 41,022 (1) As of March 31, 2015, the Company had Class B membership interests in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of $2.7 million, $2.7 million and $1.9 million, respectively, entitling the Company to a 9.0% return on its investment upon the respective property being operational. (2) This amount represents the aggregate difference between the Company’s carrying amount and its underlying equity in the net assets of its investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the other than temporary impairments recorded during 2014, 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 entities, and the elimination of service related revenue to the extent of the Company’s percentage ownership. |
Equity Method Investment Summarized Financial Information Statement Of Operation [Table Text Block] | The following is a summary of the operating results for the Company’s unconsolidated Copper Beech entities in their entirety, not only the Company’s interest in the entities. For the three months ended March 31, 2015 and 2014, this summary includes results for 7 28 Three Months Ended March 31, 2015 2014 Revenues $ 7,628 $ 19,265 Expenses: Operating expenses 2,571 7,300 Interest expense 2,445 2,940 Depreciation and amortization 1,263 9,777 Other expenses 182 339 Total expenses 6,461 20,356 Net income (loss) $ 1,167 $ (1,091) |
HSRE and DCV Holdings [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment Summarized Financial Information Statement Of Operation [Table Text Block] | The following is a summary of the combined operating results for the Company’s unconsolidated entities with HSRE, Brandywine and Beaumont in their entirety, not only the Company’s interest in the entities. For the three months ended March 31, 2015 and 2014, this summary includes results for 11 14 Three Months Ended March 31, 2015 2014 Revenues $ 9,055 $ 6,456 Expenses: Operating expenses 6,968 3,561 Interest expense 2,894 1,051 Depreciation and amortization 3,856 2,030 Other (income) expense 16 (53) Total expenses 13,734 6,589 Net loss $ (4,679) $ (133) |
Copper Beech [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment Summarized Financial Information Statement Of Operation [Table Text Block] | The following is a summary of the financial position of the Copper Beech entities at 100% basis for the seven and thirty five properties in which the Company held a 48% interest as of March 31, 2015 and December 31, 2014, respectively (in thousands): March 31, December 31, 2015 2014 Assets Student housing properties, net $ 306,139 $ 906,614 Intangible assets 2,283 7,212 Other assets 14,178 14,293 Total assets $ 322,600 $ 928,119 Liabilities and Equity Mortgage and construction loans $ 206,122 $ 476,985 Other liabilities 4,533 15,541 Owners' equity 111,945 435,593 Total liabilities and owners' equity $ 322,600 $ 928,119 Company's share of historical owners' equity $ 53,734 $ 199,281 Net difference in carrying value of investment versus net book value of underlying net assets (1) (3,060) 19,437 Carrying value of investment in unconsolidated entity $ 50,674 $ 218,718 (1) This amount represents the aggregate difference between the 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 impairment recognized during the year ended December 31, 2014 in connection with not exercising the Copper Beech purchase option, offset by the capitalization of transaction costs incurred to acquire the Company's interests in the Copper Beech entities. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule Of Mortgage Loans Construction Loans and Line Of Credit [Table Text Block] | The following is a summary of the Company’s mortgage and construction notes payable, the Credit Facility (defined below), Exchangeable Senior Notes (defined below), and other debt (in thousands): March 31, December 31, Fixed-rate mortgage loans (1) $ 387,019 $ 163,341 Variable-rate mortgage loans 16,548 16,613 Construction loans (1) 162,928 120,719 Line of credit (1) 263,500 217,500 Exchangeable senior notes 97,588 97,419 Other debt 6,888 2,827 $ 934,471 $ 618,419 (1) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. |
Schedule Of Debt Instrument [Table Text Block] | Mortgage and construction loans for the periods presented consisted of the following (in thousands): Face Amount Principal Principal Stated Interest Rate Interest Rate at Maturity Date (1) Amortization Construction loans The Grove at Muncie $ 14,567 $ 13,892 $ 13,892 LIBOR + 225 BPS 2.43 % 7/31/2015 Interest only The Grove at Slippery Rock 17,961 17,738 16,031 LIBOR + 215 BPS 2.33 % 6/21/2016 Interest only The Grove at Fort Collins 19,073 19,073 19,073 LIBOR + 190 BPS 2.08 % 7/13/2016 Interest only The Grove at Pullman 16,016 10,886 10,886 LIBOR + 220 BPS 2.38 % 9/5/2016 Interest only The Grove at Grand Forks 16,916 15,414 12,474 LIBOR + 200 BPS 2.18 % 2/5/2016 Interest only The Grove at Gainesville 30,069 25,593 22,836 LIBOR + 215 BPS 2.33 % 3/13/2017 Interest only Copper Beech at Ames 23,551 21,797 21,170 LIBOR + 225 BPS 2.43 % 5/2/2017 Interest only Toledo Vivo 9,404 4,377 4,357 LIBOR + 215 BPS 2.33 % 11/25/2017 Interest only CMU Phase IIMount Pleasant, MI 10,130 9,120 - (6) LIBOR + 250 BPS 2.68 % 2/1/2017 30 years (7) Statesboro, GA Phase II 9,703 9,288 - (6) LIBOR + 250 BPS 2.68 % 11/1/2016 30 years (7) Auburn, AL 15,750 15,750 - (6) LIBOR + 200 BPS 2.18 % 2/6/2017 Interest only Mortgage loans The Grove at Denton 17,167 16,549 16,613 LIBOR + 215 BPS 2.33 % 3/1/2017 30 years (2) The Grove at Milledgeville 16,250 15,583 15,640 6.12% 6.12 % 10/1/2016 30 years (2) The Grove at Carrollton and The Grove at Las Cruces 29,790 28,571 28,674 6.13% 6.13 % 10/11/2016 30 years (2) The Grove at Asheville 14,800 14,251 14,304 5.77% 5.77 % 4/11/2017 30 years (2) The Grove at Ellensburg 16,125 15,784 15,845 5.10% 5.10 % 9/1/2018 30 years (3) The Grove at Nacogdoches 17,160 16,792 16,857 5.01% 5.01 % 9/1/2018 30 years (3) The Grove at Greeley 15,233 14,880 14,945 4.29% 4.29 % 10/1/2018 30 years (3) The Grove at Clarksville 16,350 16,167 16,238 4.03% 4.03 % 7/1/2022 30 years (4) The Grove at Columbia 23,775 22,623 22,738 3.83% 3.83 % 7/1/2022 30 years (2) The Grove at Statesboro 18,100 18,047 18,100 4.01% 4.01 % 1/1/2023 30 years (5) Copper Beech I - State College 5,250 5,136 - (6) 5.61% 5.61 % 2/11/2016 30 years (2) Copper Beech II - State College 8,805 9,446 - (6) 5.97% 5.97 % 8/1/2019 30 years (2) Oakwood - State College 5,750 6,119 - (6) 4.99% 4.99 % 10/1/2020 30 years (2) IUP Phase I - Indiana 6,500 6,500 - (6) 2.15% 2.15 % 6/2/2017 Interest only IUP Phase II - Indiana 6,250 6,027 - (6) 5.90% 5.90 % 10/1/2015 30 years (2) Radford 12,400 12,624 - (6) 5.99% 5.99 % 11/6/2016 30 years (2) Bloomington 10,860 7,873 - (6) 6.22% 6.22 % 10/1/2016 30 years (2) CMU Phase I - Mount Pleasant, MI 20,000 18,455 - (6) 5.47% 5.47 % 10/1/2015 30 years (2) Bowling Green Phase I 13,000 12,344 - (6) 5.63% 5.63 % 10/1/2015 30 years (2) Allendale Phase I 23,780 24,110 - (6) 5.98% 5.98 % 10/1/2016 30 years (2) Allendale Phase II 11,896 12,621 - (6) 6.27% 6.27 % 9/6/2017 30 years (2) Columbia, MO 24,516 24,997 - (6) 6.22% 6.22 % 10/1/2016 30 years (2) Statesboro, GA Phase I 31,000 32,455 - (6) 5.81% 5.81 % 10/6/2017 30 years (2) Columbia, SC Phase I 36,936 38,995 - (6) 6.27% 6.27 % 9/6/2017 30 years (2) Columbia, SC Phase II 6,300 6,618 - (6) 5.41% 5.41 % 8/1/2020 30 years (2) $ 566,495 $ 300,673 (1) For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, some of which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. Prior to the filing of this document, the construction loan for The Grove at Fort Collins was extended to July 31, 2016. The extension for the construction loan for The Grove at Muncie is pending an appraisal. Additionally, for loans that have matured or will mature during 2015, the Company is actively pursuing an extension or refinancing of those loans. (2) Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. (3) Loan requires interest only payments plus certain reserves and escrows, payable monthly through September 2013. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. (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, are payable monthly until maturity. (5) Loan requires interest only payments plus certain reserves and escrows, payable monthly through January 2015. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. (6) As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in 28 of the Copper Beech properties. Accordingly, these balances were not recognized by the Company as of December 31, 2014. As part of recording the mortgage loans from the First CB Closing at fair value, the outstanding amount, after giving effect for each loan’s respective provisional fair value adjustment, could result in an outstanding balance greater than the face amount of the mortgage loan. These fair value adjustments are amortized to interest expense over the term of the respective mortgage loans. (7) Loan required interest only payments until the loan was extended in March of 2015. Thereafter, principal and interest, plus certain reserves, are payable monthly until maturity. |
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled debt maturities for the remainder of 2015 and each of the four years subsequent to December 31, 2015 and thereafter, are as follows (in thousands): 2015 $ 58,643 2016 187,846 2017 440,934 2018 164,684 2019 9,470 Thereafter 63,556 Total outstanding debt 925,133 Convertible note discount (2,412) Copper Beech debt fair value adjustment 11,750 Outstanding as of March 31, 2015, net of discount and fair value adjustment $ 934,471 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | The following is a summary of the fair value of the Company’s 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 March 31, 2015 Quoted Prices in Significant Other Significant Carrying Value Fixed-rate mortgage loans $ - $ 372,771 $ - $ 387,019 Variable-rate mortgage loans - 16,417 - 16,548 Construction loans - 162,011 - 162,928 Exchangeable Senior Notes - 102,030 - 97,588 Other Debt - 7,024 - 6,888 December 31, 2014 Fixed-rate mortgage loans $ - $ 164,808 $ - $ 163,341 Variable-rate mortgage loans - 16,467 - 16,613 Construction loans - 119,952 - 120,719 Exchangeable Senior Notes - 101,793 - 97,419 Other Debt - 3,014 - 2,827 |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The table below aggregates the fair values of these assets by their level in the fair value hierarchy as of December 31, 2014 (in thousands): As of December 31, 2014 Total Level 1 Level 2 Level 3 HSRE JV - I $ 212 $ - $ - $ 212 HSRE JV - V - - - - HSRE JV - VI 6,815 - - 6,815 HSRE JV - X 8,073 - - 8,073 CSH Montreal 6,947 - - 6,947 Land Parcels and Toledo 45,518 - - 45,518 Total assets $ 67,565 $ - $ - $ 67,565 HSRE JV - V (4,500) - - (4,500) Total liabilities $ (4,500) $ - $ - $ (4,500) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
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 (in thousands, except per share data): Three Months Ended March 31, 2015 Income Shares Per Share Income from continuing operations $ 11,840 Preferred stock dividends (3,050) Loss from continuing operations attributable to noncontrolling interests (2,166) Income from continuing operations attributable to common stockholders 10,956 Loss from discontinued operations (1,157) Income from discontinued operations attributable to noncontrolling interests 9 Loss from discontinued operations attributable to common stockholders (1,166) Basic earnings per share: Income from continuing operations attributable to common stockholders 10,956 64,720 $ 0.17 Loss from discontinued operations attributable to common stockholders (1,166) 64,720 (0.02) Net income attributable to common stockholders 9,790 64,720 $ 0.15 Effect of Dilutive Securities Interest expense on exchangeable debt 1,356 Incremental shares from assumed conversion (1) 13,966 Diluted earnings per share: Income from continuing operations attributable to common stockholders 12,312 78,686 $ 0.15 Loss from discontinued operations attributable to common stockholders (1,166) 78,686 (0.01) Net income attributable to common stockholders $ 11,146 78,686 $ 0.14 Three Months Ended March 31, 2014 Income Shares Per Share Income from continuing operations $ 109 Preferred stock dividends (3,050) Loss from continuing operations attributable to noncontrolling interests (8) Loss from continuing operations attributable to common stockholders (2,933) Income from discontinued operations 939 Loss from discontinued operations attributable to noncontrolling interests (7) Income from discontinued operations attributable to common stockholders 946 Basic earnings per share: Loss from continuing operations attributable to common stockholders (2,933) 64,495 $ (0.04) Income from discontinued operations attributable to common stockholders 946 64,495 0.01 Loss attributable to common stockholders (1,987) 64,495 $ (0.03) Effect of Dilutive Securities Incremental shares from assumed conversion (1) 434 Diluted earnings per share: Loss from continuing operations attributable to common stockholders (2,933) 64,929 $ (0.04) Income from discontinued operations attributable to common stockholders 946 64,929 0.01 Loss attributable to common stockholders $ (1,987) 64,929 $ (0.03) (1) The effect of the inclusion of all potentially dilutive securities for 2015 is dilutive when computing diluted earnings per share. For the period ended March 31, 2015, shares issuable upon settlement of the exchange feature of the Exchangeable Senior Notes were dilutive and were included in the computation of diluted earnings per share based on the “if-converted” method. The computation of diluted earnings per share used net income adjusted for interest expense related to the Exchangeable Senior Notes of $ 1.4 7.16 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | The following is a summary of changes in the shares of the Company’s common stock for the periods shown (in thousands): For the Three Months Ended March 31, 2015 2014 Common shares at beginning of period 64,742 64,502 Issuance of common shares 112 - Forfeiture of restricted shares (134) (15) Common shares at end of period 64,720 64,487 |
Changes In Shares of Operating Partnership Units [Table Text Block] | The following is a summary of changes in the number of OP Units not owned by the Company for the periods shown (in thousands): For the Three Months Ended March 31, 2015 2014 OP Units at beginning of period 401 434 Issuance of OP Units 10,354 - OP Units at end of period 10,755 434 |
Incentive Plans (Tables)
Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Share Activity [Table Text Block] | The following is a summary of the Company’s plan activity for the periods shown (in thousands, except weighted average grant price): Restricted Weighted Average Unvested shares at beginning of period (carry-forward) 288 $ 11.28 Granted 112 7.68 Vested (94) 7.56 Forfeited (134) 7.79 Unvested shares at March 31, 2015 172 7.71 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following tables set forth the Company’s segment information for the periods presented (in thousands): Three Months Ended March 31, 2015 2014 Grove and evo Operations: Revenues from external customers $ 30,901 $ 24,608 Operating expenses 21,727 17,500 Income from wholly-owned student housing operations 9,174 7,108 Severance expense (508) - Equity in earnings (losses) of unconsolidated entities (1,372) 251 Operating income $ 7,294 $ 7,359 Depreciation and amortization $ 7,717 $ 6,770 Capital expenditures $ 1,376 $ 30,218 Investment in unconsolidated entities $ 43,109 $ 93,291 Total segment assets at end of period $ 927,097 $ 972,460 Copper Beech Operations: Revenues from external customers $ 9,199 $ - Operating expenses (excluding amortization of in place leases) 6,187 - Intangible amortization of in place leases 8,661 - Loss from wholly-owned student housing operations (5,649) - Equity in earnings (losses) of unconsolidated entities (777) 68 Operating income (loss) $ (6,426) $ 68 Depreciation and amortization $ 11,534 $ - Capital expenditures $ 338 $ - Investment in unconsolidated entities $ 50,674 $ 266,010 Total segment assets at end of period $ 652,609 $ 266,010 Property Management Services: Revenues from external customers $ 229 $ 103 Intersegment revenues 122 58 Total revenues 351 161 Operating expenses 233 365 Operating income (loss) $ 118 $ (204) Depreciation and amortization $ 188 $ 1 Total segment assets at end of period $ - $ - Reconciliations: Total segment revenues $ 40,451 $ 24,769 Elimination of intersegment revenues (122) (58) Total consolidated revenues $ 40,329 $ 24,711 Segment operating income $ 986 $ 7,223 Interest expense (7,788) (3,376) Transaction costs (1,492) - Gain on purchase of Copper Beech 21,642 - Gain on sale of land and unconsolidated joint ventures 7,748 - Corporate depreciation and amortization (317) (209) Net unallocated expenses related to corporate overhead (8,115) (3,785) Write off of other assets (769) - Other income (expense) (55) 66 Income (loss) from continuing operations, before income tax benefit $ 11,840 $ (81) Total segment assets $ 1,579,706 $ 1,238,470 Unallocated corporate assets and eliminations 4,505 12,430 Total assets at end of period $ 1,584,211 $ 1,250,900 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments over the life of the Company’s corporate office lease and long-term ground leases subsequent to March 31, 2015 are as follows (in thousands): 2015 $ 1,923 2016 2,270 2017 1,963 2018 1,513 2019 1,327 Thereafter 26,821 (1) Total future minimum lease payments $ 35,817 |
Organization and Description 42
Organization and Description of Business (Details) | Mar. 31, 2015Number | |
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 44 | |
Total Portfolio [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | [1] | 82 |
Wholly owned Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 36 | |
Joint Venture Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 8 | |
Joint Venture evo properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 3 | |
Wholly Owned Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 26 | |
Joint Venture Owned Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | [2] | 9 |
Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 35 | |
[1] | The Company’s 100% owned redevelopment property in Toledo, Ohio, which was acquired in March 2013 is excluded. As of December 31, 2014 and March 31, 2015, this property was classified as held for sale. | |
[2] | The Company holds a 48% ownership interest in 7 unconsolidated properties, as well as an 84% interest in one property and an 85% interest in one property, both of which are consolidated. See Notes 6 and 18 for additional information. |
Organization and Description 43
Organization and Description of Business (Details Textual) - Mar. 31, 2015 - Number | Total | |
Organization And Description Of Business [Line Items] | ||
Real Estate Investment Trust ,Percentage Of Distribute Of Income,Minimum | 90.00% | |
Properties in Operation | 44 | |
Re Development Property | 100.00% | |
Trs Subsidiary [Member] | ||
Organization And Description Of Business [Line Items] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
Seven Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Equity Method Investment, Ownership Percentage | 48.00% | |
Property One [Member] | ||
Organization And Description Of Business [Line Items] | ||
Equity Method Investment, Ownership Percentage | 84.00% | |
Property Two [Member] | ||
Organization And Description Of Business [Line Items] | ||
Equity Method Investment, Ownership Percentage | 85.00% | |
Joint Venture Owned Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | [1] | 9 |
Wholly Owned Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 26 | |
Equity Method Investment, Ownership Percentage | 100.00% | |
Wholly owned Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 36 | |
Joint Venture Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 8 | |
[1] | The Company holds a 48% ownership interest in 7 unconsolidated properties, as well as an 84% interest in one property and an 85% interest in one property, both of which are consolidated. See Notes 6 and 18 for additional information. |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2015 | |
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 | 5 years |
Furniture, fixtures, and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Balance at beginning of period | $ (459) | |
Bad debt expense | (741) | $ (403) |
Write offs | 9 | |
Balance at end of period | $ (1,191) |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details Textual) - Real Estate Properties [Domain] - Variable Interest Entity, Classification [Domain] - Range [Domain] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Interest Costs Capitalized | $ 1,900 | ||
Real Estate Property, Capitalized Of Indirect Costs | 3,300 | ||
Business Interruption Insurance Recovery | $ 0 | 600 | |
Marketing and Advertising Expense | 500 | 400 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (651) | (992) | |
Insurance Settlements Receivable | 4,600 | $ 5,500 | |
Deferred Finance Costs, Net | $ 12,900 | 11,700 | |
Revenue Recognition Under Lease Term Description | The Company recognizes revenue on a straight-line basis over the term of the lease contracts which for new tenants is typically 11.5 months for Grove and evo properties and 12 months for Copper Beech properties. | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 5,500 | 4,800 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | 9,232 | $ (2,986) | 177,700 |
Retained Earnings (Accumulated Deficit), Total | (288,726) | (301,566) | |
Other Assets | 34,150 | 35,742 | |
Costs for billing of contracts total | 51,000 | 49,300 | |
Scenario, Previously Reported [Member] | |||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | 174,900 | ||
Retained Earnings (Accumulated Deficit), Total | 298,800 | ||
Restatement Adjustment [Member] | |||
Impairment Of Land And Predevelopment Costs | 900 | ||
Copper Beech Trademark [Member] | |||
Finite-Lived Intangible Assets, Net | 3,700 | ||
Second Copper Beech [Member] | |||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 2,800 | ||
Leases, Acquired-in-Place [Member] | |||
Amortization of Intangible Assets | 8,700 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 8,700 | ||
Finite-Lived Intangible Assets, Gross | 26,000 | ||
Finite-Lived Intangible Assets, Net | 17,300 | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 20,100 | ||
CSH Montreal [Member] | Restatement Adjustment [Member] | |||
Other Assets | $ 1,900 | ||
Trs Subsidiary [Member] | |||
Equity Method Investment, Ownership Percentage | 100.00% |
Student Housing Properties (Det
Student Housing Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Land | $ 117,352 | $ 76,043 |
Buildings and improvements | 1,291,153 | 781,739 |
Furniture, fixtures and equipment | 97,792 | 78,180 |
Student housing properties | 1,506,297 | 935,962 |
Less: accumulated depreciation | (138,830) | (128,121) |
Investment in real estate, net | $ 1,367,467 | $ 807,841 |
Student Housing Properties (D48
Student Housing Properties (Details Textual) | 1 Months Ended | 3 Months Ended | |||
Jul. 31, 2013USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Proceeds from Insurance Settlement, Investing Activities | $ 2,500,000 | $ 375,000 | $ 590,000 | ||
Number of Real Estate Properties | 28 | ||||
Insurance Settlements Receivable | 4,600,000 | $ 5,500,000 | |||
Gain (Loss) on Sale of Insurance Block | $ 6,800,000 | ||||
Scenario, Forecast [Member] | |||||
Insurance Settlements Receivable | 300,000 | ||||
Amount of Remaining Insurance Settlement | $ 4,300,000 |
Strategic Repositioning Initi49
Strategic Repositioning Initiatives (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Severance Costs [Line Items] | |
Balance at December 31, 2014 | $ 5,743 |
New charges | 122 |
Cash payments | (1,732) |
Balance at March 31, 2015 | $ 4,133 |
Strategic Repositioning Initi50
Strategic Repositioning Initiatives (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 16, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Strategic Repositioning Initiatives [Line Items] | |||
Severance Costs | $ 508 | $ 0 | |
Proceeds from Sale of Land Held-for-use | $ 28,300 | ||
Restricted Stock [Member] | |||
Strategic Repositioning Initiatives [Line Items] | |||
Severance Costs | 400 | ||
Accounts Payable and Accrued Liabilities [Member] | |||
Strategic Repositioning Initiatives [Line Items] | |||
Severance Costs | 4,100 | ||
Severance Costs Year One | 2,700 | ||
Severance Costs Year Two | $ 1,400 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Solar investment tax credit | $ 2,116 | $ 2,116 |
Federal and state net operating loss | 2,131 | 2,284 |
Other | 22 | 22 |
Less: valuation allowance | (3,849) | (4,002) |
Total deferred tax assets | 420 | 420 |
Deferred tax liabilities: | ||
Deferred revenue | 0 | 0 |
Depreciation and amortization | (420) | (420) |
Total deferred tax liabilities | (420) | (420) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 90.00% | |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | $ 0 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 200,000 |
Business Acquisitions (Details)
Business Acquisitions (Details) - Denton Texas Acquisition [Member] $ in Thousands | Jan. 31, 2014USD ($) |
Land | $ 4,770 |
Buildings and improvements | 18,276 |
Furniture, fixtures and equipment | 2,284 |
In-place leases | 1,524 |
Other | (377) |
Fair value of debt at acquisition | (16,901) |
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 1) | Jan. 30, 2015USD ($) |
Assets acquired: | |
Land | $ 41,309 |
Buildings | 504,960 |
Furniture, fixtures and equipment | 19,192 |
Intangibles | 29,692 |
Other assets, including cash of $5,074 | 7,882 |
Total assets acquired | 603,035 |
Liabilities assumed: | |
Mortgage, construction loans and other debt | 263,786 |
Other liabilities | 9,378 |
Total liabilities assumed | 273,164 |
Net assets acquired | $ 329,871 |
Business Acquisitions (Detail55
Business Acquisitions (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Total revenues | $ 48,298 | $ 38,422 |
Net loss | (11,761) | (9,885) |
Net loss attributable to common shareholders | $ (10,773) | $ (11,333) |
Business Acquisitions (Detail56
Business Acquisitions (Details Textual) - Property, Plant and Equipment, Type [Domain] - Scenario, Unspecified [Domain] - Subsequent Event Type [Domain] $ in Thousands, shares in Millions, CAD in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 30, 2015USD ($)shares | Jan. 31, 2014USD ($) | Jul. 31, 2013CAD | Mar. 31, 2015USD ($)shares | Mar. 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 25, 2015 | Dec. 31, 2014USD ($) | Feb. 26, 2013USD ($) | |
Payments to Acquire Businesses, Gross | $ 7,700 | |||||||||
Income (Loss) from Equity Method Investments | (2,149) | $ 319 | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Loss | $ 300 | |||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 700 | |||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | 1,300 | 300 | ||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | 33,400 | |||||||||
Limited Partnership Units Of Operating Partnership Units Issued | shares | 10.4 | |||||||||
Other Liabilities | $ 47,071 | $ 47,071 | $ 22,092 | |||||||
Amortization | $ 1,000 | |||||||||
Cb Portfolio Acquisition [Member] | ||||||||||
Our Ownership | 48.00% | |||||||||
Equity Method Investment, Ownership Percentage | 48.00% | |||||||||
Cb Portfolio Acquisition [Member] | Purchase and Sale Agreement [Member] | ||||||||||
Our Ownership | 48.00% | |||||||||
Equity Method Investment, Ownership Percentage | 48.00% | |||||||||
Copper Beech [Member] | ||||||||||
Business Acquisitions Costs Of Acquired Entity Purchase Price | $ 230,600 | |||||||||
Our Ownership | 100.00% | 100.00% | 67.00% | 48.00% | ||||||
Income (Loss) from Equity Method Investments | $ 21,600 | |||||||||
Business Combination, Contingent Consideration Arrangements, Description | 100% interest in 25 student housing properties; 100% interest in 2 undeveloped land parcels and 1 corporate office building; 85% interest in 1 student housing property (Copper Beech Klondike or CBTC 8); 84% interest in 1 student housing property (Copper Beech Northbrook or CBTC 9); 48% interest in 7 student housing properties; and no ownership interest in 1 student housing property (Copper Beech Kalamazoo Phase I). | |||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 1,300 | 500 | ||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 21,600 | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | 67.00% | 48.00% | ||||||
Other Liabilities | $ 6,300 | $ 6,300 | ||||||||
Amortization | $ 13,000 | $ 13,000 | ||||||||
DCV Holdings, LP [Member] | ||||||||||
Payments to Acquire Interest in Joint Venture | CAD | CAD 60 | |||||||||
CSH Montreal LP [Member] | ||||||||||
Our Ownership | 47.00% | 47.00% | 47.00% | |||||||
Equity Method Investment, Ownership Percentage | 47.00% | 47.00% | 47.00% | |||||||
First CB Closing [Member] | ||||||||||
Business Combination, Acquisition Related Costs | $ 58,900 | |||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 9,200 | |||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 7,300 | |||||||||
Limited Partnership Units Of Operating Partnership Units Issued | shares | 10.4 | 10.4 | ||||||||
Limited Partnership Units Of Operating Partnership Units Issued Value | $ 71,300 | $ 71,300 | ||||||||
Depreciation | 2,800 | |||||||||
Amortization | $ 8,700 | |||||||||
Second CB Closing [Member] | ||||||||||
Business Combination, Acquisition Related Costs | $ 1,400 | |||||||||
Limited Partnership Units Of Operating Partnership Units Issued | shares | 2 | 2 | ||||||||
Limited Partnership Units Of Operating Partnership Units Issued Value | $ 13,000 | $ 13,000 | ||||||||
Copper Beech Kalamazoo [Member] | ||||||||||
Our Ownership | 48.00% | 48.00% | ||||||||
Equity Method Investment, Ownership Percentage | 48.00% | 48.00% | ||||||||
Copper Beech Klondike And Copper Beech Northbrook [Member] | ||||||||||
Our Ownership | 100.00% | |||||||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||||||
Harrison Street Real Estate [Member] | ||||||||||
Our Ownership | 80.00% | |||||||||
Equity Method Investment, Ownership Percentage | 80.00% | |||||||||
Harrison Street Real Estate Campus Crest [Member] | ||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 1,900 | |||||||||
Grove At Stateboro Georgia [Member] | ||||||||||
Our Ownership | 20.00% | |||||||||
Equity Method Investment, Ownership Percentage | 20.00% | |||||||||
The Grove at Denton, Texas [Member] | ||||||||||
Payments to Acquire Businesses, Gross | $ 7,700 |
Asset Dispositions and Discon57
Asset Dispositions and Discontinued Operations (Details) - Construction And Development Operations [Member] - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | $ 307 | $ 1,118 |
Other assets | 587 | 634 |
Costs and earnings in excess of construction billings | 618 | 3,887 |
Total assets | 1,512 | 5,639 |
Accounts payable and accrued expenses | 688 | 4,711 |
Construction billings in excess of cost and earnings | 0 | 481 |
Total liabilities | 688 | 5,192 |
Total net assets | $ 824 | $ 447 |
Asset Dispositions and Discon58
Asset Dispositions and Discontinued Operations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Income (loss) from discontinued operations | $ (1,157) | $ 939 |
Construction And Development Operations [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 0 | 7,333 |
Construction and development service expense | (1,157) | (6,394) |
Income (loss) from discontinued operations | $ (1,157) | $ 939 |
Asset Dispositions and Discon59
Asset Dispositions and Discontinued Operations (Details Textual) - USD ($) $ in Thousands | Feb. 09, 2015 | Jan. 31, 2015 | Jan. 16, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 25, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from Sale of Productive Assets | $ 28,300 | |||||
Gain (Loss) on Sale of Properties | $ 3,800 | $ 3,100 | ||||
Secured Debt | $ 566,495 | $ 300,673 | ||||
Gains (Losses) on Extinguishment of Debt | 4,600 | |||||
Guarantees [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Secured Debt | $ 3,300 | |||||
Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 0.00% | |||||
Proceeds from Sale of Notes Receivable | $ 1,300 | |||||
Joint Venture [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (Loss) on Sale of Properties | $ 1,000 | |||||
Equity Method Investment, Ownership Percentage | 10.00% | 63.90% | ||||
Oklahoma [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from Sale of Notes Receivable | $ 1,900 | |||||
Lawrence And Kansas [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (Loss) on Sale of Properties | $ 1,300 |
Investment in Unconsolidated 60
Investment in Unconsolidated Entities (Details) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ||||
Number of Properties, In Operations | 18 | |||
Net Total Investment | $ 93,783 | $ 259,740 | ||
Amount Outstanding | $ 511,725 | |||
Debt, Weighted Average Interest Rate | 4.12% | |||
Cb Portfolio [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 48.00% | 19.00% | ||
Year Founded | 2,013 | |||
Number of Properties, In Operations | 7 | |||
Net Total Investment | $ 50,674 | |||
Amount Outstanding | [1] | $ 195,791 | ||
Debt, Weighted Average Interest Rate | [2] | 5.41% | ||
Debt, Maturity Start Date | Oct. 1, 2015 | |||
Debt, Maturity End Date | Oct. 1, 2020 | |||
HSRE Campus Crest I LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 63.90% | |||
Year Founded | 2,009 | |||
Number of Properties, In Operations | 1 | |||
Net Total Investment | $ 3,719 | |||
Amount Outstanding | [1] | $ 11,166 | ||
Debt, Weighted Average Interest Rate | [3] | 2.68% | ||
Maturity Date | [4] | May 9, 2015 | ||
HSRE Campus Crest V LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 10.00% | |||
Year Founded | 2,011 | |||
Number of Properties, In Operations | 2 | |||
Net Total Investment | $ 0 | |||
Amount Outstanding | [1] | $ 36,289 | ||
Debt, Weighted Average Interest Rate | [3] | 2.88% | ||
Debt, Maturity Start Date | [4] | May 5, 2015 | ||
Debt, Maturity End Date | [4] | Jul. 20, 2015 | ||
HSRE Campus Crest VI LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 20.00% | |||
Year Founded | 2,012 | |||
Number of Properties, In Operations | 3 | |||
Net Total Investment | $ 6,645 | |||
Amount Outstanding | [1] | $ 53,706 | ||
Debt, Weighted Average Interest Rate | [3] | 2.49% | ||
Debt, Maturity Start Date | [4] | May 8, 2015 | ||
Debt, Maturity End Date | [4] | Dec. 19, 2015 | ||
HSRE Campus Crest IX LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 30.00% | |||
Year Founded | 2,013 | |||
Number of Properties, In Operations | 1 | |||
Net Total Investment | $ 19,394 | |||
Amount Outstanding | [1] | $ 90,081 | ||
Debt, Weighted Average Interest Rate | [3] | 2.38% | ||
Maturity Date | Jul. 25, 2016 | |||
HSRE Campus Crest X LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 30.00% | |||
Year Founded | 2,013 | |||
Number of Properties, In Operations | 2 | |||
Net Total Investment | $ 7,836 | |||
Amount Outstanding | [1] | $ 42,579 | ||
Debt, Weighted Average Interest Rate | [3] | 2.36% | ||
Debt, Maturity Start Date | Sep. 6, 2016 | |||
Debt, Maturity End Date | Sep. 30, 2018 | |||
CSH Montreal LP [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 47.00% | 47.00% | ||
Year Founded | 2,013 | |||
Number of Properties, In Operations | 2 | |||
Net Total Investment | $ 5,515 | |||
Amount Outstanding | [1] | $ 82,113 | ||
Debt, Weighted Average Interest Rate | [3] | 5.69% | ||
Maturity Date | Jan. 13, 2016 | |||
[1] | The amount outstanding for debt represents 100% of the debt outstanding at each of the respective joint ventures in which the Company has varying ownership percentages. See Note 17 for a discussion of amounts of the outstanding debt in which the Company guarantees on behalf of certain of these joint ventures. | |||
[2] | Comprised of fixed rate debt. | |||
[3] | Variable interest rates. | |||
[4] | Certain loans which matured in May 2015 and are scheduled to mature during July 2015 are in the process of being refinanced as of the date of this filing. |
Investment in Unconsolidated 61
Investment in Unconsolidated Entities (Details 1) - Scenario, Unspecified [Domain] - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | |
Assets | |||
Intangible assets | $ 21,030 | $ 0 | |
Liabilities and Equity | |||
Carrying value of investment in HSRE and other non-Copper Beech entities | 93,783 | 259,740 | |
HSRE and DCV Holdings [Member] | |||
Assets | |||
Student housing properties, net | 489,075 | 437,108 | |
Development in Process | 0 | 7,429 | |
Other assets | 12,321 | 12,947 | |
Total assets | 501,396 | 457,484 | |
Liabilities and Equity | |||
Mortgage and construction loans | 315,935 | 354,759 | |
Other liabilities | 19,237 | 29,364 | |
Owners' equity | 166,224 | 73,361 | |
Total liabilities and owners' equity | 501,396 | 457,484 | |
Company's share of historical owners' equity | 52,860 | 30,481 | |
Preferred investment | [1] | 7,322 | 7,322 |
Net difference in carrying value of investment versus net book value of underlying net assets | [2] | (17,073) | 3,219 |
Carrying value of investment in HSRE and other non-Copper Beech entities | 43,109 | 41,022 | |
Copper Beech [Member] | |||
Assets | |||
Student housing properties, net | 306,139 | 906,614 | |
Intangible assets | 2,283 | 7,212 | |
Other assets | 14,178 | 14,293 | |
Total assets | 322,600 | 928,119 | |
Liabilities and Equity | |||
Mortgage and construction loans | 206,122 | 476,985 | |
Other liabilities | 4,533 | 15,541 | |
Owners' equity | 111,945 | 435,593 | |
Total liabilities and owners' equity | 322,600 | 928,119 | |
Company's share of historical owners' equity | 53,734 | 199,281 | |
Net difference in carrying value of investment versus net book value of underlying net assets | [3] | (3,060) | 19,437 |
Carrying value of investment in HSRE and other non-Copper Beech entities | $ 50,674 | $ 218,718 | |
[1] | As of March 31, 2015, the Company had Class B membership interests in The Grove at Indiana, Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of $2.7 million, $2.7 million and $1.9 million, respectively, entitling the Company to a 9.0% return on its investment upon the respective property being operational. | ||
[2] | This amount represents the aggregate difference between the Company’s carrying amount and its underlying equity in the net assets of its investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the other than temporary impairments recorded during 2014, the difference between the allocated value to acquired entity interests and the venture’s basis in those interests, the capitalization of additional investment in the unconsolidated entities, and the elimination of service related revenue to the extent of the Company’s percentage ownership. | ||
[3] | This amount represents the aggregate difference between the historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the impairment recognized during the year ended December 31, 2014 in connection with not exercising the Copper Beech purchase option, offset by the capitalization of transaction costs incurred to acquire the Company's interests in the Copper Beech entities. |
Investment in Unconsolidated 62
Investment in Unconsolidated Entities (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
HSRE and DCV Holdings [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | $ 9,055 | $ 6,456 |
Expenses: | ||
Operating expenses | 6,968 | 3,561 |
Interest expense | 2,894 | 1,051 |
Depreciation and amortization | 3,856 | 2,030 |
Other (income) expense | 16 | (53) |
Total expenses | 13,734 | 6,589 |
Net loss | (4,679) | (133) |
Copper Beech [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenues | 7,628 | 19,265 |
Expenses: | ||
Operating expenses | 2,571 | 7,300 |
Interest expense | 2,445 | 2,940 |
Depreciation and amortization | 1,263 | 9,777 |
Other (income) expense | 182 | 339 |
Total expenses | 6,461 | 20,356 |
Net loss | $ 1,167 | $ (1,091) |
Investment in Unconsolidated 63
Investment in Unconsolidated Entities (Details Textual) - Real Estate Properties [Domain] $ in Thousands, CAD in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013USD ($) | Feb. 28, 2013USD ($) | Mar. 31, 2015USD ($)Number | Mar. 31, 2015CAD | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 25, 2015 | Mar. 31, 2015CADNumber | Jan. 31, 2015 | Jan. 30, 2015Number | Aug. 18, 2014Number | Mar. 31, 2014Number | Jan. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | $ 61 | $ 61 | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||
Consideration Paid for Amendment of Agreement | $ 4,000 | ||||||||||||
Payments to Acquire Productive Assets | $ 230,600 | ||||||||||||
Repayments of Debt | $ 106,700 | ||||||||||||
35 Student Housing Properties [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Percentage Of Ownership | 48.00% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 0.00% | ||||||||||||
Maximum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 47.00% | ||||||||||||
Maximum [Member] | HSRE-Campus Crest I, LLC Operating Agreement [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 63.90% | ||||||||||||
Minimum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 20.00% | ||||||||||||
Minimum [Member] | HSRE-Campus Crest I, LLC Operating Agreement [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 49.90% | ||||||||||||
Copper Beech [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of joint venture properties | Number | 7 | 7 | 28 | 28 | |||||||||
Canadian Dealer Offered Rate [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 3.00% | 3.00% | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.39% | 3.39% | |||||||||||
Debt Instrument, Maturity Date | Jan. 13, 2016 | Jan. 13, 2016 | |||||||||||
The Grove at Greensboro [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | $ 2,700 | ||||||||||||
The Grove at Louisville [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | 2,700 | ||||||||||||
Kentucky [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | $ 1,900 | ||||||||||||
Preferred Class B [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Return On Investment Of Properties | 9.00% | 9.00% | |||||||||||
Preferred Class A [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Preferred Stock, Value, Issued | $ 13,800 | CAD 16 | |||||||||||
HSRE and DCV Holdings [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of joint venture properties | Number | 11 | 11 | 14 | ||||||||||
HIM Holdings LP [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Payments to Acquire Assets, Investing Activities | $ 56,200 | CAD 65 | |||||||||||
HIM Holdings LP [Member] | Maximum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 47.00% | ||||||||||||
CSH Montreal [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 60.50% | 60.50% | |||||||||||
Payments to Acquire Assets, Investing Activities | $ 88,400 | CAD 112 | |||||||||||
Return On Investment Of Properties | 39.50% | 39.50% | |||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 800 | ||||||||||||
CSH Montreal [Member] | Subsequent Event [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | $ 3,900 | ||||||||||||
CSH Montreal [Member] | Maximum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.39% | 3.39% | |||||||||||
CSH Montreal [Member] | Minimum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | |||||||||||
Cb Portfolio [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 19.00% | 48.00% | 48.00% | ||||||||||
Number of joint venture properties | Number | 28 | 28 | 35 | ||||||||||
Cb Portfolio [Member] | Copper Beech [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Number of joint venture properties | Number | 2 | ||||||||||||
Beaumont and Partners [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 53.00% | ||||||||||||
Cb Investors [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 48.00% | ||||||||||||
Percentage of Ownership Interest Transferred | 48.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Fixed-rate mortgage loans | [1] | $ 387,019 | $ 163,341 |
Variable-rate mortgage loans | 16,548 | 16,613 | |
Construction loans | [1] | 162,928 | 120,719 |
Line of credit | [1] | 263,500 | 217,500 |
Exchangeable senior notes | 97,588 | 97,419 | |
Other debt | 6,888 | 2,827 | |
Long-Term Debt | $ 934,471 | $ 618,419 | |
[1] | As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | |||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 566,495 | $ 300,673 | ||
Stated Interest Rate | ||||
The Grove at Muncie [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 14,567 | |||
Principal Outstanding | $ 13,892 | 13,892 | ||
Stated Interest Rate | LIBOR + 225 BPS | |||
Interest Rate | 2.43% | |||
Maturity Date | [1] | Jul. 31, 2015 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove at Slippery Rock [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 17,961 | |||
Principal Outstanding | $ 17,738 | 16,031 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.33% | |||
Maturity Date | [1] | Jun. 21, 2016 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove at Fort Collins [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 19,073 | |||
Principal Outstanding | $ 19,073 | 19,073 | ||
Stated Interest Rate | LIBOR + 190 BPS | |||
Interest Rate | 2.08% | |||
Maturity Date | [1] | Jul. 13, 2016 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove at Pullman [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 16,016 | |||
Principal Outstanding | $ 10,886 | 10,886 | ||
Stated Interest Rate | LIBOR + 220 BPS | |||
Interest Rate | 2.38% | |||
Maturity Date | [1] | Sep. 5, 2016 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove at Grand Forks [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 16,916 | |||
Principal Outstanding | $ 15,414 | 12,474 | ||
Stated Interest Rate | LIBOR + 200 BPS | |||
Interest Rate | 2.18% | |||
Maturity Date | [1] | Feb. 5, 2016 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove At Gainesville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 30,069 | |||
Principal Outstanding | $ 25,593 | 22,836 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.33% | |||
Maturity Date | [1] | Mar. 13, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
Copper Beech At Ames [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 23,551 | |||
Principal Outstanding | $ 21,797 | 21,170 | ||
Stated Interest Rate | LIBOR + 225 BPS | |||
Interest Rate | 2.43% | |||
Maturity Date | [1] | May 2, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
Toledo Vivo [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 9,404 | |||
Principal Outstanding | $ 4,377 | 4,357 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.33% | |||
Maturity Date | [1] | Nov. 25, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
CMU Phase II Mount Pleasant MI [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 10,130 | |||
Principal Outstanding | $ 9,120 | 0 | [2] | |
Stated Interest Rate | LIBOR + 250 BPS | |||
Interest Rate | 2.68% | |||
Maturity Date | [1] | Feb. 1, 2017 | ||
Mortgage Notes Payable Amortization Terms | [3] | 30 years | ||
Statesboro GA Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 9,703 | |||
Principal Outstanding | $ 9,288 | 0 | [2] | |
Stated Interest Rate | LIBOR + 250 BPS | |||
Interest Rate | 2.68% | |||
Maturity Date | [1] | Nov. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [3] | 30 years | ||
Auburn AL [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,750 | |||
Principal Outstanding | $ 15,750 | 0 | [2] | |
Stated Interest Rate | LIBOR + 200 BPS | |||
Interest Rate | 2.18% | |||
Maturity Date | [1] | Feb. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove At Denton [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 17,167 | |||
Principal Outstanding | $ 16,549 | 16,613 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.33% | |||
Maturity Date | [1] | Mar. 1, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
The Grove at Milledgeville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 16,250 | |||
Principal Outstanding | $ 15,583 | 15,640 | ||
Stated Interest Rate | 6.12% | |||
Interest Rate | 6.12% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
The Grove at Carrollton and The Grove at Las Cruces [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 29,790 | |||
Principal Outstanding | $ 28,571 | 28,674 | ||
Stated Interest Rate | 6.13% | |||
Interest Rate | 6.13% | |||
Maturity Date | [1] | Oct. 11, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
The Grove at Asheville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 14,800 | |||
Principal Outstanding | $ 14,251 | 14,304 | ||
Stated Interest Rate | 5.77% | |||
Interest Rate | 5.77% | |||
Maturity Date | [1] | Apr. 11, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
The Grove at Ellensburg [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 16,125 | |||
Principal Outstanding | $ 15,784 | 15,845 | ||
Stated Interest Rate | 5.10% | |||
Interest Rate | 5.10% | |||
Maturity Date | [1] | Sep. 1, 2018 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Nacogdoches [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 17,160 | |||
Principal Outstanding | $ 16,792 | 16,857 | ||
Stated Interest Rate | 5.01% | |||
Interest Rate | 5.01% | |||
Maturity Date | [1] | Sep. 1, 2018 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Greeley [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,233 | |||
Principal Outstanding | $ 14,880 | 14,945 | ||
Stated Interest Rate | 4.29% | |||
Interest Rate | 4.29% | |||
Maturity Date | [1] | Oct. 1, 2018 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Clarksville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 16,350 | |||
Principal Outstanding | $ 16,167 | 16,238 | ||
Stated Interest Rate | 4.03% | |||
Interest Rate | 4.03% | |||
Maturity Date | [1] | Jul. 1, 2022 | ||
Mortgage Notes Payable Amortization Terms | [6] | 30 years | ||
The Grove at Columbia [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 23,775 | |||
Principal Outstanding | $ 22,623 | 22,738 | ||
Stated Interest Rate | 3.83% | |||
Interest Rate | 3.83% | |||
Maturity Date | [1] | Jul. 1, 2022 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
The Grove at Statesboro [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 18,100 | |||
Principal Outstanding | $ 18,047 | 18,100 | ||
Stated Interest Rate | 4.01% | |||
Interest Rate | 4.01% | |||
Maturity Date | [1] | Jan. 1, 2023 | ||
Mortgage Notes Payable Amortization Terms | [7] | 30 years | ||
Copper Beech I State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 5,250 | |||
Principal Outstanding | $ 5,136 | 0 | [2] | |
Stated Interest Rate | 5.61% | |||
Interest Rate | 5.61% | |||
Maturity Date | [1] | Feb. 11, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Copper Beech II State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 8,805 | |||
Principal Outstanding | $ 9,446 | 0 | [2] | |
Stated Interest Rate | 5.97% | |||
Interest Rate | 5.97% | |||
Maturity Date | [1] | Aug. 1, 2019 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Oakwood State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 5,750 | |||
Principal Outstanding | $ 6,119 | 0 | [2] | |
Stated Interest Rate | 4.99% | |||
Interest Rate | 4.99% | |||
Maturity Date | [1] | Oct. 1, 2020 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
IUP Phase I Indiana [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 6,500 | |||
Principal Outstanding | $ 6,500 | 0 | [2] | |
Stated Interest Rate | 2.15% | |||
Interest Rate | 2.15% | |||
Maturity Date | [1] | Jun. 2, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
IUP Phase II Indiana [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 6,250 | |||
Principal Outstanding | $ 6,027 | 0 | [2] | |
Stated Interest Rate | 5.90% | |||
Interest Rate | 5.90% | |||
Maturity Date | [1] | Oct. 1, 2015 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Radford [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 12,400 | |||
Principal Outstanding | $ 12,624 | 0 | [2] | |
Stated Interest Rate | 5.99% | |||
Interest Rate | 5.99% | |||
Maturity Date | [1] | Nov. 6, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Bloomington [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 10,860 | |||
Principal Outstanding | $ 7,873 | 0 | [2] | |
Stated Interest Rate | 6.22% | |||
Interest Rate | 6.22% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
CMU Phase I Mount Pleasant MI [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 20,000 | |||
Principal Outstanding | $ 18,455 | 0 | [2] | |
Stated Interest Rate | 5.47% | |||
Interest Rate | 5.47% | |||
Maturity Date | [1] | Oct. 1, 2015 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Bowling Green Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 13,000 | |||
Principal Outstanding | $ 12,344 | 0 | [2] | |
Stated Interest Rate | 5.63% | |||
Interest Rate | 5.63% | |||
Maturity Date | [1] | Oct. 1, 2015 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Allendale Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 23,780 | |||
Principal Outstanding | $ 24,110 | 0 | [2] | |
Stated Interest Rate | 5.98% | |||
Interest Rate | 5.98% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Allendale Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 11,896 | |||
Principal Outstanding | $ 12,621 | 0 | [2] | |
Stated Interest Rate | 6.27% | |||
Interest Rate | 6.27% | |||
Maturity Date | [1] | Sep. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Columbia MO [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 24,516 | |||
Principal Outstanding | $ 24,997 | 0 | [2] | |
Stated Interest Rate | 6.22% | |||
Interest Rate | 6.22% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Statesboro GA Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 31,000 | |||
Principal Outstanding | $ 32,455 | 0 | [2] | |
Stated Interest Rate | 5.81% | |||
Interest Rate | 5.81% | |||
Maturity Date | [1] | Oct. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Columbia SC Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 36,936 | |||
Principal Outstanding | $ 38,995 | 0 | [2] | |
Stated Interest Rate | 6.27% | |||
Interest Rate | 6.27% | |||
Maturity Date | [1] | Sep. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Columbia SC Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 6,300 | |||
Principal Outstanding | $ 6,618 | $ 0 | [2] | |
Stated Interest Rate | 5.41% | |||
Interest Rate | 5.41% | |||
Maturity Date | [1] | Aug. 1, 2020 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
[1] | For the construction loans, the maturity date is the stated maturity date in the respective loan agreements, some of which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending on the loan. Prior to the filing of this document, the construction loan for The Grove at Fort Collins was extended to July 31, 2016. The extension for the construction loan for The Grove at Muncie is pending an appraisal. Additionally, for loans that have matured or will mature during 2015, the Company is actively pursuing an extension or refinancing of those loans. | |||
[2] | As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in 28 of the Copper Beech properties. Accordingly, these balances were not recognized by the Company as of December 31, 2014. As part of recording the mortgage loans from the First CB Closing at fair value, the outstanding amount, after giving effect for each loan’s respective provisional fair value adjustment, could result in an outstanding balance greater than the face amount of the mortgage loan. These fair value adjustments are amortized to interest expense over the term of the respective mortgage loans. | |||
[3] | Loan required interest only payments until the loan was extended in March of 2015. Thereafter, principal and interest, plus certain reserves, 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] | Loan requires interest only payments plus certain reserves and escrows, payable monthly through September 2013. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. | |||
[6] | Loan requires interest only payments plus certain reserves and escrows, payable monthly through August 2014. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. | |||
[7] | Loan requires interest only payments plus certain reserves and escrows, payable monthly through January 2015. Thereafter, principal and interest, plus certain reserves and escrows, are payable monthly until maturity. |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
2,015 | $ 58,643 | |
2,016 | 187,846 | |
2,017 | 440,934 | |
2,018 | 164,684 | |
2,019 | 9,470 | |
Thereafter | 63,556 | |
Long-Term Debt | 925,133 | |
Convertible note discount | (2,412) | |
Copper Beech debt fair value adjustment | 11,750 | |
Outstanding as of March 31, 2015, net of discount and fair value adjustment | $ 934,471 | $ 618,419 |
Debt (Details Textual)
Debt (Details Textual) - Mortgagae Loans [Domain] - Subsequent Event Type [Domain] - Entity [Domain] $ / shares in Units, CAD in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 30, 2015USD ($) | Jun. 30, 2013USD ($) | Jun. 30, 2013CAD | Jan. 31, 2013USD ($) | Mar. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | ||
Debt Instrument [Line Items] | ||||||||
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 Secured Debt Ratio Description | secured debt ratio of not greater than 47.5% | |||||||
Line Of Credit Facility Covenant Terms, Percentage Of Distributions Of Funds From Operations | 95.00% | |||||||
Line of Credit Facility, Increase, Additional Borrowings | $ 46,000,000 | $ 72,500,000 | ||||||
Proceeds from Unsecured Notes Payable | $ 33,400,000 | CAD 35 | ||||||
Debt Instrument, Interest Rate During Period | 1.30% | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Long-Term Line Of Credit | [1] | $ 263,500,000 | $ 217,500,000 | |||||
Debt Instrument, Covenant Description | On February 25, 2015, the Company received a unanimously approved waiver under its amended credit facility that provides relief from certain financial covenants during a relief period that runs from December 31, 2014 until and including September 30, 2015. During the relief period the following new measurements will apply to covenant tests: maximum leverage ratio of not greater than 0.65:1.00; maximum secured debt ratio of not greater than 47.5%; minimum fixed charge ratio of not less than 1.30:1.00; and a dividend payout ratio of not more than 105.0% calculated on a pro forma basis that applies the current quarterly dividend of $0.09 on a trailing twelve month basis. | |||||||
Amortization | $ 1,000,000 | |||||||
Other Long-Term Debt | $ 6,888,000 | $ 2,827,000 | ||||||
Exchangeable Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Increase, Additional Borrowings | 2,400,000 | |||||||
Debt instrument Operating Partnership issued | $ 100,000,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.75% | |||||||
Debt Instrument Shares Initial Exchange Rate | shares | 79.602 | |||||||
Debt Instrument, Face Amount | $ 1,000 | |||||||
Debt Instrument, Common stock Percentage Of Exchange Price | $ / shares | $ 12.56 | |||||||
Amortization of Financing Costs | $ 200,000 | 100,000 | ||||||
Description On Exchangeable Senior Notes | (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 the Company 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 the indenture governing the Exchangeable Senior Notes. On or after July 15, 2018, and on or prior to the second scheduled trading day immediately preceding the maturity date, holders of the Exchangeable Senior Notes may exchange their notes without regard to the foregoing conditions. | |||||||
Long-Term Line Of Credit | $ 97,600,000 | |||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage Ratio For Base Rate Based Borrowings | 2.64% | |||||||
Long-Term Line Of Credit | $ 50,000,000 | |||||||
Credit Average One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Other Long-Term Debt | 1,500,000 | |||||||
Credit Average Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Other Long-Term Debt | 1,500,000 | |||||||
Credit Average Three [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Other Long-Term Debt | 1,500,000 | |||||||
Copper Beech [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of Financing Costs | 600,000,000 | 700,000,000 | ||||||
Amortization | $ 13,000,000 | $ 13,000,000 | ||||||
Other Long-Term Debt | $ 4,500,000 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line Of Credit Facility Covenant Terms, Leverage Ratio, Maximum | 0.65 | |||||||
Line Of Credit Facility Covenant Term, Fixed Charge Coverage Ratio, Minimum | 1.30 | |||||||
Debt Instrument, Interest Rate During Period | 3.25% | |||||||
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 | |||||||
Debt Instrument, Interest Rate During Period | 3.59% | |||||||
Line of Credit Facility, Commitment Fee Percentage | 105.00% | |||||||
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] | ||||||||
Leverage Ratio For Base Rate Based Borrowings | 2.69% | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 36,500,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | $ 3,400,000 | ||||||
Line of Credit Facility, Borrowing Capacity, Description | (a) the lesser of (i) 60.0% of the "as-is" appraised value of the Companys 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 the Companys 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 the Companys development assets, subject to certain limitations in the Second Amended and Restated Credit Agreement | |||||||
Future Commitment Line Of Credit Facility Maximum Borrowing Capacity | 600,000,000 | |||||||
Description of revolving credit facility , average borrowings, interest rate | (i) 0.30% per annum if the Companys average borrowing is less than 50.0% of the total amount available or (ii) 0.25% per annum if the Companys average borrowing is greater than 50.0% of the total amount available. | |||||||
Long-Term Line Of Credit | $ 213,500,000 | |||||||
Revolving Credit Facility [Member] | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-Term Line Of Credit | 250,000,000 | |||||||
Revolving Credit Facility [Member] | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 50,000,000 | |||||||
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% | |||||||
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% | |||||||
[1] | As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. |
Derivative Instruments and He68
Derivative Instruments and Hedging Activities (Details Textual) - Mar. 31, 2015 - USD ($) $ in Millions | Total |
Interest Rate Cap One [Member] | |
Derivatives, Fair Value [Line Items] | |
Derivative, Maturity Date | Jan. 22, 2016 |
Derivative, Cap Interest Rate | 2.50% |
Interest Rate Cap [Member] | |
Derivatives, Fair Value [Line Items] | |
Derivative, Maturity Date | Jul. 22, 2015 |
Derivative Liability, Notional Amount | $ 275 |
Derivative, Cap Interest Rate | 2.50% |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed-rate mortgage loans | [1] | $ 387,019 | $ 163,341 |
Variable-rate mortgage loans | 16,548 | 16,613 | |
Construction loans | [1] | 162,928 | 120,719 |
Exchangeable Senior Notes | 97,588 | 97,419 | |
Other Debt | 6,888 | 2,827 | |
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 | 372,771 | 164,808 | |
Variable-rate mortgage loans | 16,417 | 16,467 | |
Construction loans | 162,011 | 119,952 | |
Exchangeable Senior Notes | 102,030 | 101,793 | |
Other Debt | 7,024 | 3,014 | |
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 | |
[1] | As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. |
Fair Value Disclosures (Detai70
Fair Value Disclosures (Details 1) $ in Thousands | Dec. 31, 2014USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Total Assets | $ 67,565 |
Total liabilities | (4,500) |
Harrison Street Real Estate Capital I [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 212 |
Harrison Street Real Estate Capital V [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Total liabilities | (4,500) |
Harrison Street Real Estate Capital VI [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 6,815 |
Harrison Street Real Estate Capital X [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 8,073 |
CSH Montreal LP [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 6,947 |
Land Parcels and Toledo [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 45,518 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Total Assets | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 1 [Member] | Harrison Street Real Estate Capital I [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 1 [Member] | Harrison Street Real Estate Capital V [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 1 [Member] | Harrison Street Real Estate Capital VI [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 1 [Member] | Harrison Street Real Estate Capital X [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 1 [Member] | CSH Montreal LP [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 1 [Member] | Land Parcels and Toledo [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Total Assets | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 2 [Member] | Harrison Street Real Estate Capital I [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | Harrison Street Real Estate Capital V [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Total liabilities | 0 |
Fair Value, Inputs, Level 2 [Member] | Harrison Street Real Estate Capital VI [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | Harrison Street Real Estate Capital X [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | CSH Montreal LP [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 2 [Member] | Land Parcels and Toledo [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Total Assets | 67,565 |
Total liabilities | (4,500) |
Fair Value, Inputs, Level 3 [Member] | Harrison Street Real Estate Capital I [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 212 |
Fair Value, Inputs, Level 3 [Member] | Harrison Street Real Estate Capital V [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 0 |
Total liabilities | (4,500) |
Fair Value, Inputs, Level 3 [Member] | Harrison Street Real Estate Capital VI [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 6,815 |
Fair Value, Inputs, Level 3 [Member] | Harrison Street Real Estate Capital X [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 8,073 |
Fair Value, Inputs, Level 3 [Member] | CSH Montreal LP [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | 6,947 |
Fair Value, Inputs, Level 3 [Member] | Land Parcels and Toledo [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Investments,Fair Value Disclosure | $ 45,518 |
Fair Value Disclosures (Detai71
Fair Value Disclosures (Details Textual) - Entity [Domain] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Debt, Weighted Average Interest Rate | 3.65% | 3.67% |
Equity Method Investments | $ 259,740 | $ 93,783 |
Harrison Street Real Estate Capital [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Equity Method Investments | $ 15,100 | |
Harrison Street Real Estate Capital [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Maximum [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair Value Inputs, Cap Rate | 8.50% | |
Fair Value Input Expected Net Operating Income | $ 2,600 | |
Harrison Street Real Estate Capital [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Minimum [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair Value Inputs, Cap Rate | 5.90% | |
Fair Value Input Expected Net Operating Income | $ 1,000 | |
CSH Montreal LP [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Equity Method Investments | $ 6,900 | |
CSH Montreal LP [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair Value Inputs, Cap Rate | 7.25% | |
Fair Value Inputs Percentage Of Revenue Growth Per Bed | 92.00% | |
Fair Value Inputs, Discount Rate | 9.25% | |
Fair Value Measurements, Valuation Techniques | discounted cash flow |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Income from continuing operations | $ 11,840 | $ 109 | |
Preferred stock dividends | (3,050) | (3,050) | |
Income (Loss) from continuing operations attributable to noncontrolling interests | (2,166) | (8) | |
Income (Loss) from continuing operations attributable to common stockholders | 10,956 | (2,933) | |
Inocme (Loss) from discontinued operations | (1,157) | 939 | |
Income from discontinued operations attributable to noncontrolling interests | 9 | (7) | |
Income (Loss) from discontinued operations attributable to common stockholders | (1,166) | 946 | |
Basic earnings per share: | |||
Income (Loss) from continuing operations attributable to common stockholders | 10,956 | (2,933) | |
Income (Loss) from discontinued operations attributable to common stockholders | (1,166) | 946 | |
Net income (Loss) attributable to common stockholders | $ 9,790 | $ (1,987) | |
Net income attributable to common stockholders | 64,720,000 | 64,495,000 | |
Income (Loss) from continuing operations attributable to common stockholders (in dollars per share) | $ 0.17 | $ (0.04) | |
Income (Loss) from discontinued operations attributable to common stockholders (in dollars per share) | (0.02) | 0.01 | |
Income (Loss) attributable to common stockholders (in dollars per share) | $ 0.15 | $ (0.03) | |
Effect of Dilutive Securities | |||
Interest expense on exchangeable debt | $ 1,356 | ||
Incremental shares from assumed conversion | [1] | 13,966 | 434 |
Diluted earnings per share: | |||
Income (Loss) from continuing operations attributable to common stockholders | $ 12,312 | $ (2,933) | |
Income (Loss) from discontinued operations attributable to common stockholders | (1,166) | 946 | |
Net income (Loss) attributable to common stockholders | $ 11,146 | $ (1,987) | |
Net income attributable to common stockholders | 78,686,000 | 64,929,000 | |
Income (Loss) from continuing operations attributable to common stockholders (in dollars per share) | $ 0.15 | $ (0.04) | |
Income (LOss) from discontinued operations attributable to common stockholders (in dollars per share) | (0.01) | 0.01 | |
Income (Loss) attributable to common stockholders (in dollars per share) | $ 0.14 | $ (0.03) | |
[1] | The effect of the inclusion of all potentially dilutive securities for 2015 is dilutive when computing diluted earnings per share. For the period ended March 31, 2015, shares issuable upon settlement of the exchange feature of the Exchangeable Senior Notes were dilutive and were included in the computation of diluted earnings per share based on the “if-converted” method. The computation of diluted earnings per share used net income adjusted for interest expense related to the Exchangeable Senior Notes of $1.4 million and a share price equal to the March 31, 2015 ending share value of $7.16 per share to calculate the incremental shares. For the period ended December 31, 2014, shares issuable upon settlement of the exchange feature of the Exchangeable Senior Notes were anti-dilutive and were not included in the computation of diluted earnings per share based on the “if-converted” method. |
Earnings per Share (Details Tex
Earnings per Share (Details Textual) - 3 months ended Mar. 31, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total |
Interest on Convertible Debt, Net of Tax | $ 1,356 |
Incremental Shares Issued Price Per Share | $ 7.16 |
Equity (Details)
Equity (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Class of Stock [Line Items] | ||
Common shares at beginning of period | 64,742 | 64,502 |
Issuance of common shares | 112 | 0 |
Forfeiture of restricted shares | (134) | (15) |
Common shares at end of period | 64,720 | 64,487 |
Equity (Details 1)
Equity (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Changes in shares Of Operating Partnership Units [Line Items] | ||
OP Units at beginning of period | 401 | 434 |
Issuance of OP Units | 10,354 | 0 |
OP Units at end of period | 10,755 | 434 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 30, 2015 | |
Stockholders Equity [Line Items] | ||||
Preferred Stock Dividend Rate Percentage | 8.00% | 8.00% | ||
Operating Partnership Units Outstanding | 75.5 | |||
Accrued Dividends Common Stock | $ 10.7 | |||
Dividend Declared Per Preferred Share | $ 0.50 | |||
Accrued Dividends Preferred Stock | $ 2.5 | |||
Preferred stock, liquidation preference per share | $ 25 | $ 25 | ||
Limited Partnership Units Of Operating Partnership Units Issued | 10.4 | |||
Board Of Directors [Member] | ||||
Stockholders Equity [Line Items] | ||||
Dividend Declared Per Common Share and Operating Partnership Unit | $ 0.165 | |||
Parent Company [Member] | ||||
Stockholders Equity [Line Items] | ||||
Operating Partnership Units Outstanding | 64.7 | |||
Percentage Of Operating Partnership Units Held | 85.70% | |||
Other Partners [Member] | ||||
Stockholders Equity [Line Items] | ||||
Operating Partnership Units Outstanding | 10.8 | |||
Percentage Of Operating Partnership Units Held | 14.30% | |||
Fair Market Value Of Operating Partnership Units | $ 77 | |||
Per Unit Fair Market Value Of Operating Partnership Units | $ 7.16 | |||
8% Series A Cumulative Redeemable Preferred Stock [Member] | ||||
Stockholders Equity [Line Items] | ||||
Preferred Stock Dividend Rate Percentage | 8.00% | |||
Preferred stock, liquidation preference per share | $ 25 | |||
Preferred Stock Dividend Rate Per Dollar Amount | 2 | |||
Preferred Stock Redemption Price Per Share | $ 25 |
Incentive Plans (Details)
Incentive Plans (Details) - 3 months ended Mar. 31, 2015 - $ / shares shares in Thousands | Total |
Incentive Plans [Line Items] | |
Weighted Average Grant Price, Unvested shares at beginning of period (carry-forward) | $ 11.28 |
Weighted Average Grant Price, Granted | 7.68 |
Weighted Average Grant Price, Vested | 7.56 |
Weighted Average Grant Price, Forfeited | 7.79 |
Weighted Average Grant Price, Unvested shares at March 31, 2015 | $ 7.71 |
Restricted Stock [Member] | |
Incentive Plans [Line Items] | |
Unvested shares at beginning of period (carry-forward) | 288 |
Granted | 112 |
Vested | (94) |
Forfeited | (134) |
Unvested shares at March 31, 2015 | 172 |
Incentive Plans (Details Textua
Incentive Plans (Details Textual) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Incentive Plans [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2.5 | 2.5 | |
Amortization of restricted stock awards and operating partnership units | $ 1,014 | ||
Restricted Stock [Member] | |||
Incentive Plans [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,200 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | ||
Allocated Share-based Compensation Expense | $ 1,000 | $ 700 | |
Amortization of restricted stock awards and operating partnership units | 400 | ||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures, Total | $ 400 | $ 100 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 23, 2008 | |
Related Party Transaction [Line Items] | ||||
Related Party Amount Paid | $ 100,000 | $ 100,000 | ||
Upfront Payment | 100,000 | |||
Related Party Monthly Fees Receivable | 400,000 | 300,000 | ||
Operating lease costs | 200,000 | $ 600,000 | ||
Long-term Debt, Total | 925,133,000 | |||
Secured Debt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Face Amount | $ 1,500,000 | |||
Long-term Debt, Total | $ 1,500,000 | |||
Copper Beach Portfolio [Member] | ||||
Related Party Transaction [Line Items] | ||||
Business Acquisition, Description of Acquired Entity | The fiscal year for this arrangement runs from August 1 through July 31 and for year beginning August 1, 2014, the Copper Beech entities agreed to purchase 70 flight hours | as of March 31, 2015, one or more entities in which Dr. McWhirter has an ownership interest owned an interest in joint ventures with the Company and the other Sellers, which own 7 of the Copper Beech Portfolio properties | ||
Tax Protection Period | 7 years | |||
Minimum Amount Of Debt Of Operating Partnership To Be Transferred To Sellers | $ 100,000,000 | |||
Business Combination, Consideration Transferred | $ 400,000 | |||
Accounts Payable, Related Parties | 3,400,000 | |||
Cb Investors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Other Related Parties | $ 2,600,000 |
Segments (Details)
Segments (Details) - Scenario, Unspecified [Domain] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Student Housing Operations: | |||
Revenues from external customers | $ 40,329 | $ 24,711 | |
Operating expenses | 47,887 | 21,801 | |
Severance expense | 508 | 0 | |
Equity in earnings (losses) of unconsolidated entities | (2,149) | 319 | |
Operating income (loss) | (9,707) | 3,229 | |
Investment in unconsolidated entities | 93,783 | $ 259,740 | |
Total consolidated revenues | 229 | 103 | |
Interest expense | (7,788) | (3,376) | |
Gain On Purchase Of Copper Beech | 21,642 | 0 | |
Gain on sale of land and unconsolidated joint ventures | 7,748 | 0 | |
Other income (expense) | (55) | 66 | |
Income (loss) from continuing operations, before income tax benefit | 11,840 | (81) | |
Total assets at end of period | 1,584,211 | $ 1,174,042 | |
Grove and evo Operations [Member] | |||
Student Housing Operations: | |||
Revenues from external customers | 30,901 | 24,608 | |
Operating expenses | 21,727 | 17,500 | |
Income (loss) from wholly-owned student housing operations | 9,174 | 7,108 | |
Severance expense | (508) | 0 | |
Equity in earnings (losses) of unconsolidated entities | (1,372) | 251 | |
Operating income (loss) | 7,294 | 7,359 | |
Depreciation and amortization | 7,717 | 6,770 | |
Capital expenditures | 1,376 | 30,218 | |
Investment in unconsolidated entities | 43,109 | 93,291 | |
Total segment assets at end of period | 927,097 | 972,460 | |
Copper Beech Operations [Member] | |||
Student Housing Operations: | |||
Revenues from external customers | 9,199 | 0 | |
Operating expenses | 6,187 | 0 | |
Intangible amortization of in place leases | 8,661 | 0 | |
Income (loss) from wholly-owned student housing operations | (5,649) | 0 | |
Equity in earnings (losses) of unconsolidated entities | (777) | 68 | |
Operating income (loss) | (6,426) | 68 | |
Depreciation and amortization | 11,534 | 0 | |
Capital expenditures | 338 | 0 | |
Investment in unconsolidated entities | 50,674 | 266,010 | |
Total segment assets at end of period | 652,609 | 266,010 | |
Property Management Services [Member] | |||
Student Housing Operations: | |||
Revenues from external customers | 229 | 103 | |
Intersegment revenues | 122 | 58 | |
Total segment revenues | 351 | 161 | |
Operating expenses | 233 | 365 | |
Operating income (loss) | 118 | (204) | |
Depreciation and amortization | 188 | 1 | |
Total segment assets at end of period | 0 | 0 | |
Reconciliations [Member] | |||
Student Housing Operations: | |||
Intersegment revenues | (122) | (58) | |
Total segment revenues | 40,451 | 24,769 | |
Total consolidated revenues | 40,329 | 24,711 | |
Segment operating income (loss) | 986 | 7,223 | |
Interest expense | (7,788) | (3,376) | |
Transaction Costs | (1,492) | 0 | |
Gain On Purchase Of Copper Beech | 21,642 | 0 | |
Gain on sale of land and unconsolidated joint ventures | 7,748 | 0 | |
Corporate depreciation and amortization | (317) | (209) | |
Net unallocated expenses and eliminations | (8,115) | (3,785) | |
Write off of other assets | (769) | 0 | |
Other income (expense) | (55) | 66 | |
Income (loss) from continuing operations, before income tax benefit | 11,840 | (81) | |
Total segment assets at end of period | 1,579,706 | 1,238,470 | |
Unallocated corporate assets and eliminations | 4,505 | 12,430 | |
Total assets at end of period | $ 1,584,211 | $ 1,250,900 |
Commitments and Contingencies81
Commitments and Contingencies (Details) $ in Thousands | Mar. 31, 2015USD ($) | |
Commitments and Contingencies [Line Items] | ||
2,015 | $ 1,923 | |
2,016 | 2,270 | |
2,017 | 1,963 | |
2,018 | 1,513 | |
2,019 | 1,327 | |
Thereafter | [1] | 26,821 |
Total future minimum lease payments | $ 35,817 | |
[1] | The Company’s lease obligations total $1.3 million per year through the year 2023. In addition to operating and office leases, the Company has ground leases that average $0.4 million per year through the year 2081. |
Commitments and Contingencies82
Commitments and Contingencies (Details Textual) CAD in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2015USD ($) | Mar. 31, 2015CAD | Mar. 31, 2014USD ($) | |
Lease Obligations Expiration Year | 2,023 | 2,023 | |
Ground Leases Obligations | $ 0.4 | ||
Ground Leases Obligations Expiration Year | 2,081 | 2,081 | |
Guarantees Investment | $ 6.2 | ||
Capital Lease Obligations | 1.3 | ||
Operating Leases, Rent Expense, Net | 0.3 | $ 0.2 | |
Guarantees, Fair Value Disclosure | 9.4 | ||
Accrued Liabilities and Other Liabilities | $ 5.5 | ||
HSRE I [Member] | |||
Description For Guarantees One | up to 100% of $11.2 million of debt through May 2015 | up to 100% of $11.2 million of debt through May 2015 | |
Guarantees, Fair Value Disclosure | $ 3.2 | ||
HSRE IX [Member] | |||
Description For Guarantees Three | up to 25% of $90.1 million of debt maturing in July 2016 | up to 25% of $90.1 million of debt maturing in July 2016 | |
CSH Montreal [Member] | |||
Guarantees Underlying Debt | $ 41.1 | CAD 52 | |
Line of Credit Facility, Average Outstanding Amount | $ 82.1 | CAD 104 | |
HSRE V and HSRE VI and HSRE X [Member] | |||
Description For Guarantees Two | up to 50% of $132.6 million of debt with varying maturity dates from May 2015 through September 2018 | up to 50% of $132.6 million of debt with varying maturity dates from May 2015 through September 2018 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Range [Domain] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 15, 2015 | May. 21, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Jun. 25, 2015 | May. 03, 2015 | May. 02, 2015 | Mar. 24, 2015 | Jan. 31, 2013 | ||
Payments to Acquire Businesses, Gross | $ 7,700 | ||||||||||
Debt Instrument, Interest Rate During Period | 1.30% | ||||||||||
Long-Term Line Of Credit | [1] | 263,500 | $ 217,500 | ||||||||
Loans Payable | $ 50,000 | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Long-Term Line Of Credit | 213,500 | ||||||||||
Unsecured Debt | $ 250,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Equity Method Investment, Ownership Percentage | 0.00% | ||||||||||
Fair Value Of Non Controlling Interest | $ 4,600 | ||||||||||
Debt Instrument, Debt Default, Description of Notice of Default | The Notice further provided that, pursuant to Section 6.01(b) of the Indenture, the Operating Partnership elected that the sole remedy for the reporting event of default would consist exclusively of the right to receive additional interest on the Exchangeable Senior Notes at a rate equal to (i) 0.25% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the first 90 days of the 180-day period in which such reporting event of default is continuing, beginning on, and including, the date on which such reporting event of default first occurs and (ii) 0.50% per annum of the outstanding principal amount of the Exchangeable Senior Notes for the last 90 days of such 180-day period as long as such reporting event of default is continuing, payable subject to and in accordance with the terms and conditions of the Indenture. | ||||||||||
Modification Fees | $ 100 | ||||||||||
Indemnity Receivable | 4,000 | ||||||||||
Fair Value Of Guarantees | 4,000 | ||||||||||
Restricted Cash and Cash Equivalents | $ 5,000 | ||||||||||
Subsequent Event [Member] | Copper Beech Transaction [Member] | |||||||||||
Equity Method Investment, Ownership Percentage | 48.00% | ||||||||||
Cash paid to Sellers | $ 1,400 | ||||||||||
Operating Partnership Issued To The Sellers | 2,000 | ||||||||||
Subsequent Event [Member] | Penn State Seller [Member] | |||||||||||
Payments to Acquire Businesses, Gross | 2,300 | ||||||||||
Equity Method Investment, Aggregate Cost | 4,600 | ||||||||||
Equity Method Investment Unpaid Balance | $ 2,300 | ||||||||||
Subsequent Event [Member] | Penn State Seller [Member] | Copper Beech Klondike [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 15.00% | ||||||||||
Subsequent Event [Member] | Penn State Seller [Member] | Copper Beech Northbrook [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 16.00% | ||||||||||
Subsequent Event [Member] | Clinton Group [Member] | |||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 1.60% | ||||||||||
Subsequent Event [Member] | CBTC 23 [Member] | |||||||||||
Long-Term Line Of Credit | 1,000 | ||||||||||
Indemnity Receivable | $ 4,000 | ||||||||||
Subsequent Event [Member] | San Angelo Sale [Member] | |||||||||||
Sale Of Ownership Interest Percentage | 100.00% | ||||||||||
Subsequent Event [Member] | Senior Notes [Member] | |||||||||||
Debt Instrument, Interest Rate During Period | 4.75% | ||||||||||
[1] | As stated in Note 6, on January 30, 2015, the Company and certain of its affiliates completed the acquisition of substantially all of the Sellers’ remaining interests in most of the Copper Beech properties. This acquisition represents $220.5 million of the increase in the fixed-rate mortgage loans, $37.9 million of the increase in the construction loans and $4.5 million of the increase in other debt related to Copper Beech letters of credit. |