Debt Disclosure [Text Block] | 9. Debt September 30, December 31, 2015 2014 Fixed-rate mortgage loans (1) $ 435,220 $ 163,341 Variable-rate mortgage loans 16,420 16,613 Construction loans (1) 150,583 120,719 Total mortgage and construction loans 602,223 300,673 Line of credit (1) 263,500 217,500 Exchangeable senior notes 97,925 97,419 Other debt 8,289 2,827 Total lines of credit and other debt 369,714 317,746 Total debt $ 971,937 $ 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 $ 259.3 34.0 3.3 46.0 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. Carrying Value at Carrying Value at Interest Rate at Face Amount 9/30/2015 12/31/2014 Stated Interest Rate 9/30/2015 Maturity Date (1) Amortization Construction loans The Grove at Grand Forks $ - $ - $ 12,474 $ - - - - (5) The Grove at Slippery Rock 17,961 17,738 16,031 LIBOR + 215 BPS 2.34 % 6/21/2016 Interest only The Grove at Muncie 13,892 13,892 13,892 LIBOR + 225 BPS 2.44 % 6/21/2016 Interest only The Grove at Fort Collins 19,073 18,998 19,073 LIBOR + 190 BPS 2.09 % 7/13/2016 Interest only The Grove at Pullman 16,016 13,887 10,886 LIBOR + 220 BPS 2.39 % 9/5/2016 Interest only Statesboro, GA Phase II 9,226 9,226 - (3) LIBOR + 250 BPS 2.69 % 11/1/2016 30 years (4) CMU Phase IIMount Pleasant, MI 9,072 9,072 - (3) LIBOR + 250 BPS 2.69 % 2/1/2017 30 years (4) Auburn, AL 15,750 15,750 - (3) LIBOR + 200 BPS 2.19 % 2/6/2017 Interest only The Grove at Gainesville 30,069 25,592 22,836 LIBOR + 215 BPS 2.34 % 3/13/2017 Interest only Copper Beech at Ames 23,551 22,051 21,170 LIBOR + 225 BPS 2.44 % 5/2/2017 Interest only Toledo Vivo 9,404 4,377 4,357 LIBOR + 215 BPS 2.34 % 11/25/2017 Interest only Mortgage loans IUP Phase II - Indiana 5,854 5,855 - (3) 5.90 % 5.90 % 10/1/2015 30 years (7) CMU Phase I - Mount Pleasant, MI 17,911 17,913 - (3) 5.47 % 5.47 % 12/1/2015 30 years (2) Copper Beech I - State College 4,919 4,994 - (3) 5.61 % 5.61 % 2/11/2016 30 years (2) IUP Buy - Indiana 2,307 2,376 - (3) 5.45 % 5.45 % 6/6/2016 30 years (2) San Marcos, TX Phase I 32,718 33,697 - (3) 5.45 % 5.45 % 6/6/2016 30 years (2) Fresno, CA 15,000 15,000 - (5) 2.00 % 2.19 % 9/5/2016 30 years (2) The Grove at Milledgeville 15,477 15,477 15,640 6.12 % 6.12 % 10/1/2016 30 years (2) Bloomington 10,354 8,815 - (3) 6.22 % 6.22 % 10/1/2016 30 years (2) Allendale Phase I 22,616 23,502 - (3) 5.98 % 5.98 % 10/1/2016 30 years (2) Columbia, MO 23,373 24,347 - (3) 6.22 % 6.22 % 10/1/2016 30 years (2) The Grove at Carrollton and The Grove at Las Cruces 28,376 28,376 28,674 6.13 % 6.13 % 10/11/2016 30 years (2) Radford 11,807 12,310 - (3) 5.99 % 5.99 % 11/6/2016 30 years (2) The Grove at Denton 17,167 16,420 16,613 2.15 % 2.34 % 3/1/2017 30 years (2) The Grove at Asheville 14,166 14,166 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 11,485 12,329 - (3) 6.27 % 6.27 % 9/6/2017 30 years (2) Columbia, SC Phase I 35,661 38,119 - (3) 6.27 % 6.27 % 9/6/2017 30 years (2) Statesboro, GA Phase I 29,862 31,766 - (3) 5.81 % 5.81 % 10/6/2017 30 years (2) The Grove at Fayetteville, AR 14,500 14,500 - (6) 5.45 % 5.64 % 9/1/2018 Interest only The Grove at Ellensburg 15,669 15,669 15,845 5.10 % 5.10 % 9/1/2018 30 years (2) The Grove at Nacogdoches 16,666 16,666 16,857 5.01 % 5.01 % 9/1/2018 30 years (2) The Grove at Greeley 14,753 14,753 14,945 4.29 % 4.29 % 10/1/2018 30 years (2) Copper Beech II - State College 8,353 9,265 - (3) 5.97 % 5.97 % 8/1/2019 30 years (2) Columbia, SC Phase II 5,837 6,498 - (3) 5.41 % 5.41 % 8/1/2020 30 years (2) Oakwood - State College 5,502 6,022 - (3) 4.99 % 4.99 % 10/1/2020 30 years (2) The Grove at Clarksville 16,028 16,028 16,238 4.03 % 4.03 % 7/1/2022 30 years (2) The Grove at Columbia 22,396 22,382 22,738 3.83 % 3.83 % 7/1/2022 30 years (2) The Grove at Statesboro 18,100 17,895 18,100 4.01 % 4.01 % 1/1/2023 30 years (2) $ 602,223 $ 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 mature during 2015, see Note 18. The Company is also currently evaluating loans that mature within the next 12 months. (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. (5) During the third quarter 2015, the Company acquired the Fresno, CA debt and used the proceeds of this debt to pay off the Grove at Grand Forks debt in full. (6) On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville. (7) The Company paid the IUP Phase II - Indiana loan in full on October 1, 2015. 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 50.0 300.0 600.0 1.75 2.50 0.75 1.50 1.70 2.45 0.70 1.45 2.70 2.65 As of September 30, 2015, the Company had $ 213.5 50.0 2.1 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 The Company has outstanding $ 100.0 5.53 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: 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 $ 97.9 2.1 2.1 0.2 0.2 0.5 0.5 On May 21, 2015, the Operating Partnership delivered a precautionary notice (the “May 2015 Notice”) to the holders of its 4.75 On August 26, 2015, the Operating Partnership delivered another precautionary notice (the “August 2015 Notice”) to the holders of its Exchangeable Senior Notes, with a copy of such Notice to the Trustee, pursuant to the Indenture. The August 2015 Notice provided that the Company anticipated it would be unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 by September 1, 2015, which would result in a reporting event of default under the Indenture. The Notice provided for the same election of sole remedy under the Indenture as the May 2015 Notice. However, such reporting event of default was cured within the 60-day cure period when the Company filed the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 with the SEC on September 29, 2015. 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 $ 3.3 0.50 3.59 Schedule of Debt Maturities 2015 $ 27,780 2016 242,120 2017 441,340 2018 179,659 2019 9,962 Thereafter 63,902 Total outstanding debt 964,763 Convertible note discount (2,075) Copper Beech debt fair value adjustment 9,249 Outstanding as of September 30, 2015, net of discount and fair value adjustment $ 971,937 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 $ 1.9 4.2 0.8 0.6 2.3 1.6 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, second or third 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 fourth quarter of 2015. The Company is currently in discussions with the lenders under the Second Amended and Restated Credit Agreement to amend the financial covenant thresholds for the periods ended December 31, 2015 and March 31, 2016 to levels which the Company believes to be achievable based upon current projections. |