Debt Disclosure [Text Block] | 9. Debt June 30, December 31, Fixed-rate mortgage loans (1) $ 421,113 $ 163,341 Variable-rate mortgage loans 16,484 16,613 Construction loans (1) 163,153 120,719 Total mortgage and construction loans 600,750 300,673 Line of credit (1) 263,500 217,500 Exchangeable senior notes 97,757 97,419 Other debt 6,423 2,827 Total lines of credit and other debt 367,680 317,746 Total debt $ 968,430 $ 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 $259.1 million of the increase in the fixed-rate mortgage loans, $34.1 million of the increase in the construction loans and $3.7 million of the increase in other debt related to Copper Beech letters of credit. During January 2015, the Company drew $46.0 million on its line of credit to fund the First CB Closing. 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 Carrying Carrying Stated Interest Rate Interest Rate at Maturity Date (1) Amortization Construction loans The Grove at Grand Forks $ 16,916 $ 15,414 $ 12,474 LIBOR + 200 BPS 2.18 % 2/5/2016 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 Muncie 14,567 13,892 13,892 LIBOR + 225 BPS 2.43 % 7/3/2016 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 Statesboro, GA Phase II 9,703 9,255 - (3) LIBOR + 250 BPS 2.68 % 11/1/2016 30 years (4) CMU Phase IIMount Pleasant, MI 10,130 9,101 - (3) LIBOR + 250 BPS 2.68 % 2/1/2017 30 years (4) Auburn, AL 15,750 15,750 - (3) LIBOR + 200 BPS 2.18 % 2/6/2017 Interest only The Grove at Gainesville 30,069 25,616 22,836 LIBOR + 215 BPS 2.33 % 3/13/2017 Interest only Copper Beech at Ames 23,551 22,051 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 Mortgage loans IUP Phase II - Indiana 6,250 5,937 - (3) 5.90% 5.90 % 10/1/2015 30 years (2) CMU Phase I - Mount Pleasant, MI 20,000 18,183 - (3) 5.47% 5.47 % 10/1/2015 30 years (2) Bowling Green Phase I 13,000 12,227 - (3) 5.63% 5.63 % 10/1/2015 30 years (2) Copper Beech I - State College 5,250 5,062 - (3) 5.61% 5.61 % 2/11/2016 30 years (2) IUP Buy - Indiana 2,453 2,414 - (3) 5.45% 5.45 % 6/6/2016 30 years (2) San Marcos, TX Phase I 34,786 34,232 - (3) 5.45% 5.45 % 6/6/2016 30 years (2) The Grove at Milledgeville 16,250 15,531 15,640 6.12% 6.12 % 10/1/2016 30 years (2) Bloomington 10,860 8,466 - (3) 6.22% 6.22 % 10/1/2016 30 years (2) Allendale Phase I 23,780 23,803 - (3) 5.98% 5.98 % 10/1/2016 30 years (2) Columbia, MO 24,516 24,669 - (3) 6.22% 6.22 % 10/1/2016 30 years (2) The Grove at Carrollton and The Grove at Las Cruces 29,790 28,472 28,674 6.13% 6.13 % 10/11/2016 30 years (2) Radford 12,400 12,464 - (3) 5.99% 5.99 % 11/6/2016 30 years (2) The Grove at Denton 17,167 16,484 16,613 LIBOR + 215 BPS 2.33 % 3/1/2017 30 years (2) The Grove at Asheville 14,800 14,201 14,304 5.77% 5.77 % 4/11/2017 30 years (2) IUP Phase I - Indiana 6,500 6,500 - (3) 2.15% 2.15 % 6/2/2017 Interest only Allendale Phase II 11,896 12,473 - (3) 6.27% 6.27 % 9/6/2017 30 years (2) Columbia, SC Phase I 36,936 38,545 - (3) 6.27% 6.27 % 9/6/2017 30 years (2) Statesboro, GA Phase I 31,000 32,102 - (3) 5.81% 5.81 % 10/6/2017 30 years (2) The Grove at Ellensburg 16,125 15,727 15,845 5.10% 5.10 % 9/1/2018 30 years (2) The Grove at Nacogdoches 17,160 16,729 16,857 5.01% 5.01 % 9/1/2018 30 years (2) The Grove at Greeley 15,233 14,817 14,945 4.29% 4.29 % 10/1/2018 30 years (2) Copper Beech II - State College 8,805 9,355 - (3) 5.97% 5.97 % 8/1/2019 30 years (2) Columbia, SC Phase II 6,300 6,557 - (3) 5.41% 5.41 % 8/1/2020 30 years (2) Oakwood - State College 5,750 6,070 - (3) 4.99% 4.99 % 10/1/2020 30 years (2) The Grove at Clarksville 16,350 16,097 16,238 4.03% 4.03 % 7/1/2022 30 years (2) The Grove at Columbia 23,775 22,509 22,738 3.83% 3.83 % 7/1/2022 30 years (2) The Grove at Statesboro 18,100 17,971 18,100 4.01% 4.01 % 1/1/2023 30 years (2) $ 600,750 $ 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. For the loans that 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) 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. 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 (See Note 6). (4) 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 2.70 2.65 As of June 30, 2015, the Company had $ 213.5 50.0 3.4 36.5 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 he Company has outstanding $ 100.0 5.53 (see Note 18). 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 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. Following certain corporate transactions that occur prior to maturity of the Exchangeable Senior Notes and that also constitute a make-whole fundamental change, the Operating Partnership will increase the exchange rate for holders who elect to exchange notes in connection with such make-whole fundamental change in certain circumstances. If specified fundamental changes involving the Operating Partnership or the Company occur, holders may require the Operating Partnership to repurchase the Exchangeable Senior Notes for cash at a price equal to 100% of the principal amount of the Exchangeable Senior Notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date. The Operating Partnership may not redeem the Exchangeable Senior Notes prior to the maturity date. At any time prior to July 15, 2018, 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 $ 97.8 2.2 2.2 0.2 0.2 0.3 0.3 On May 21, 2015, the Operating Partnership delivered a notice (the “May 2015 Notice”) to the holders of its 4.75 On August 26, 2015, the Operating Partnership delivered a notice of sole remedy under the Indenture governing the Exchangeable Senior Notes in connection with the delayed filing by the Company of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. See Note 18 for further details. Other Debt 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 $ 3.7 0.50 3.59 At the time of filing, the Company was in the process of re-negotiating the terms for the lines that matured on September 1, 2015. Schedule of Debt Maturities 2015 $ 85,620 2016 179,899 2017 456,440 2018 164,684 2019 9,470 Thereafter 63,556 Total outstanding debt 959,669 Convertible note discount (2,243) Copper Beech debt fair value adjustment 11,004 Outstanding as of June 30, 2015, net of discount and fair value adjustment $ 968,430 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 $ 1.4 and $ 2.3 0.8 0.5 1.5 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 2015, not to declare or pay dividends on its Common Stock or Series A Preferred Stock for the first or second 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. |