Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 11, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
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 | 64,756,541 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Investment in real estate, net: | ||
Student housing properties ($32,875 related to VIE as of December 31, 2014) | $ 1,581,512 | $ 935,962 |
Accumulated depreciation (($318) related to VIE as of December 31, 2014) | (163,748) | (128,121) |
Land and property held for sale | 15,019 | 37,163 |
Land held for investment | 7,413 | 7,413 |
Investment in real estate, net | 1,440,196 | 852,417 |
Investment in unconsolidated entities | 81,852 | 259,740 |
Cash and cash equivalents ($670 related to VIE as of December 31, 2014) | 16,166 | 15,240 |
Restricted cash | 11,434 | 5,429 |
Student receivables, net of allowance for doubtful accounts of $3,288 and $459, respectively ($36, net of allowance of $9 related to VIE as of December 31, 2014) | 3,606 | 1,587 |
Cost and earnings in excess of construction billings | 0 | 3,887 |
Intangible assets, net | 4,691 | 0 |
Other assets ($236 related to VIE as of December 31, 2014) | 25,635 | 35,742 |
Total assets | 1,583,580 | 1,174,042 |
Liabilities: | ||
Mortgage and construction loans ($21,170 related to VIE as of December 31, 2014) | 602,223 | 300,673 |
Line of credit and other debt | 369,714 | 317,746 |
Accounts payable and accrued expenses ($534 related to VIE as of December 31, 2014) | 35,567 | 53,816 |
Construction billings in excess of cost and earnings | 0 | 481 |
Other liabilities ($607 related to VIE as of December 31, 2014) | 32,370 | 22,092 |
Total liabilities | 1,039,874 | 694,808 |
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 September 30, 2015 and December 31, 2014 | 61 | 61 |
Common stock, $0.01 par value, 500,000,000 and 500,000,000 shares authorized, 64,756,541 and 64,742,713 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 648 | 648 |
Additional common and preferred paid-in capital | 781,540 | 773,998 |
Accumulated deficit and distributions | (313,418) | (301,566) |
Accumulated other comprehensive loss | (3,695) | (2,616) |
Total Campus Crest Communities, Inc. stockholders' equity | 465,136 | 470,525 |
Noncontrolling interests | 78,570 | 8,709 |
Total equity | 543,706 | 479,234 |
Total liabilities and equity | $ 1,583,580 | $ 1,174,042 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Real Estate Investments, Other | $ 1,581,512 | $ 935,962 |
Real Estate Investment Property, Accumulated Depreciation | 163,748 | 128,121 |
Cash and Cash Equivalents, at Carrying Value, Total | 16,166 | 15,240 |
Allowance for doubtful accounts receivable (in dollars) | 3,288 | 459 |
Other Assets | 25,635 | 35,742 |
Secured Debt | 602,223 | 300,673 |
Accounts Payable and Accrued Liabilities, Total | 35,567 | 53,816 |
Other Liabilities | $ 32,370 | $ 22,092 |
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 | 64,756,541 | 64,742,713 |
Common stock, shares outstanding | 64,756,000 | 64,742,000 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Real Estate Investments, Other | $ 32,875 | |
Real Estate Investment Property, Accumulated Depreciation | (318) | |
Cash and Cash Equivalents, at Carrying Value, Total | 670 | |
Allowance for doubtful accounts receivable (in dollars) | 9 | |
Accounts Receivable, Net, Current | 36 | |
Other Assets | 236 | |
Secured Debt | 21,170 | |
Accounts Payable and Accrued Liabilities, Total | 534 | |
Other Liabilities | $ 607 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Student housing rental | $ 42,254 | $ 26,985 | $ 124,766 | $ 74,256 |
Student housing services | 2,196 | 1,043 | 5,251 | 3,043 |
Property management services | 159 | 281 | 600 | 711 |
Total revenues | 44,609 | 28,309 | 130,617 | 78,010 |
Operating expenses: | ||||
Student housing operations | 25,236 | 12,513 | 62,383 | 33,874 |
General and administrative | 8,404 | 3,178 | 26,865 | 10,332 |
Severance | 0 | 720 | 570 | 720 |
Write-off of predevelopment costs | 0 | 29,790 | 0 | 29,790 |
Write-off of other assets | 796 | 7,765 | 2,162 | 7,765 |
Transaction costs | 758 | 286 | 3,890 | 2,331 |
Ground leases | 121 | 120 | 361 | 357 |
Depreciation and amortization | 18,913 | 7,036 | 66,530 | 21,270 |
Total operating expenses | 54,228 | 61,408 | 162,761 | 106,439 |
Equity in earnings (losses) of unconsolidated entities | (973) | 635 | (2,332) | 63 |
Impairment of unconsolidated entities | 0 | (50,866) | 0 | (50,866) |
Effect of not exercising Copper Beech purchase option | 0 | (34,047) | 0 | (34,047) |
Operating loss | (10,592) | (117,377) | (34,476) | (113,279) |
Nonoperating income (expense): | ||||
Interest expense, net | (9,239) | (3,639) | (26,297) | (9,965) |
Gain (loss) on purchase of Copper Beech | (1,242) | 0 | 26,793 | 0 |
Gain on purchase of previously unconsolidated entity | 6,370 | 0 | 6,370 | 0 |
Gain on sale of land and unconsolidated entities | 1,400 | 0 | 9,148 | 0 |
Other (expense) income | (626) | (41) | (677) | 129 |
Total nonoperating (expense) income, net | (3,337) | (3,680) | 15,337 | (9,836) |
Net loss before income tax expense | (13,929) | (121,057) | (19,139) | (123,115) |
Income tax expense | (164) | (1,131) | (164) | (731) |
Loss from continuing operations | (14,093) | (122,188) | (19,303) | (123,846) |
Loss from discontinued operations | 0 | (5,506) | (1,157) | (3,191) |
Net loss | (14,093) | (127,694) | (20,460) | (127,037) |
Net loss attributable to noncontrolling interests | (2,451) | (770) | (8,608) | (773) |
Dividends on preferred stock | 3,050 | 3,050 | 9,150 | 9,150 |
Net loss attributable to common stockholders | $ (14,692) | $ (129,974) | $ (21,002) | $ (135,414) |
Per share data - basic and diluted | ||||
Loss from continuing operations attributable to common stockholders (in dollars per share) | $ (0.23) | $ (1.92) | $ (0.30) | $ (2.04) |
Loss from discontinued operations attributable to common shareholders (in dollars per share) | 0 | (0.09) | (0.02) | (0.05) |
Net loss per share attributable to common stockholders (in dollars per share) | $ (0.23) | $ (2.01) | $ (0.32) | $ (2.09) |
Weighted-average common shares outstanding: | ||||
Basic and diluted (in shares) | 64,762 | 64,770 | 64,746 | 64,650 |
Consolidated statements of comprehensive loss: | ||||
Net loss | $ (14,093) | $ (127,694) | $ (20,460) | $ (127,037) |
Foreign currency translation | (716) | (1,614) | (1,269) | (1,391) |
Comprehensive loss | (14,809) | (129,308) | (21,729) | (128,428) |
Net loss attributable to noncontrolling interests | (2,451) | (770) | (8,608) | (773) |
Foreign currency translation attributable to noncontrolling interest | (111) | 11 | (190) | 10 |
Dividends on preferred stock | 3,050 | 3,050 | 9,150 | 9,150 |
Comprehensive loss attributable to common stockholders | $ (15,297) | $ (131,599) | $ (22,081) | $ (136,815) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 9 months ended Sep. 30, 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 | 1,889 | 0 | 0 | 1,889 | 0 | 0 | 1,889 | 0 |
Foreign currency translation | (1,269) | 0 | 0 | 0 | 0 | (1,079) | (1,079) | (190) |
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 | (29) | 0 | 0 | 0 | 0 | 0 | 0 | (29) |
Non-controlling interest -CBTC 29 and IUP BUY | 12,997 | 0 | 0 | 0 | 0 | 0 | 0 | 12,997 |
Net loss | (20,460) | 0 | 0 | 0 | (11,852) | 0 | (11,852) | (8,608) |
Balance at Sep. 30, 2015 | $ 543,706 | $ 61 | $ 648 | $ 781,540 | $ (313,418) | $ (3,695) | $ 465,136 | $ 78,570 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities: | ||
Net loss | $ (20,460) | $ (127,037) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 66,530 | 21,270 |
Amortization of fair value of debt adjustments | (4,109) | 0 |
Impairment of land and pre-development costs | 0 | 29,790 |
Write-off of other assets | 2,162 | 7,765 |
Amortization of deferred financing costs and debt discount | 2,710 | 2,033 |
Gain on sale of land and unconsolidated entities | (9,148) | 0 |
Gain on purchase of previously unconsolidated entity | (6,370) | 0 |
Loss on disposal of assets | 464 | 138 |
Proceeds received for business interruption insurance | 0 | 1,925 |
Provision for bad debts | 2,849 | 2,294 |
Impairment of unconsolidated entities | 0 | 50,866 |
Gain on purchase of Copper Beech | (26,793) | 0 |
Equity in losses (earnings) of unconsolidated entities | 2,332 | (63) |
Effect of not exercising Copper Beech purchase option | 0 | 34,047 |
Distributions of earnings from unconsolidated entities | 196 | 810 |
Share based compensation expense | 1,889 | 1,404 |
Changes in operating assets and liabilities: | ||
Restricted cash | (2,115) | (1,287) |
Student receivables | (3,458) | (2,434) |
Construction billings | 3,406 | 17,762 |
Accounts payable and accrued expenses | 1,301 | (3,082) |
Other | 4,427 | (4,012) |
Net cash provided by operating activities | 15,813 | 32,189 |
Investing activities: | ||
Investments in developed properties | (12,423) | (117,976) |
Proceeds received from sales of land | 28,334 | 0 |
Insurance proceeds received for damaged assets | 7,266 | 590 |
Investments in student housing properties | (11,312) | (7,293) |
Acquisition of Copper Beech, net of cash acquired of $4,560 | (60,263) | 0 |
Investments in unconsolidated entities | (3,360) | (51,616) |
Acquisition of previously unconsolidated entities, net of cash acquired | (5,608) | (7,661) |
Proceeds received from sales of land and unconsolidated entities | 8,119 | 0 |
Capital distributions from unconsolidated entities | 1,632 | 6,762 |
Corporate capital expenditures | (668) | (4,330) |
Proceeds received from the sale of corporate aircraft | 3,811 | 0 |
Change in restricted cash | (307) | 27,716 |
Net cash used in investing activities | (44,779) | (153,808) |
Financing activities: | ||
Proceeds from mortgage and construction loans | 42,031 | 58,503 |
Repayments of mortgage and construction loans | (47,294) | (1,721) |
Proceeds from line of credit and other debt | 46,914 | 109,414 |
Repayments of line of credit and other debt | (1,106) | (15,385) |
Debt issuance costs | (1,737) | (580) |
Payment of offering costs | 0 | (817) |
Dividends paid to common stockholders | (5,830) | (31,980) |
Dividends paid to preferred stockholders | (3,050) | (9,341) |
Dividends paid to noncontrolling interest | (36) | (215) |
Net cash provided by financing activities | 29,892 | 107,878 |
Net change in cash and cash equivalents | 926 | (13,741) |
Cash and cash equivalents at beginning of period | 15,240 | 32,054 |
Cash and cash equivalents at end of period | 16,166 | 18,313 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net of amounts capitalized | 26,244 | 8,257 |
Cash paid for income taxes | 245 | 601 |
Non-cash investing and financing activity: | ||
Assumption of mortgages, construction loans and other debt related to purchase of previously unconsolidated entities | 315,206 | 16,822 |
Change in non-controlling interests resulting from ownership change in Copper Beech at Ames | 5,653 | 0 |
Effect of not exercising Copper Beech purchase option | 0 | 34,047 |
Common and preferred stock dividends declared but not paid | 0 | 13,310 |
Change in insurance proceeds receivable related to damaged assets | 294 | 985 |
Accounts payable related to capital expenditures | 1,837 | 16,668 |
Equipment acquired under capital lease obligations | 1,439 | 568 |
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 | 1,307 |
Copper Beech Properties [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 | 659,097 | 0 |
Cash paid, net of cash acquired | (60,263) | 0 |
Change in non-controlling interests resulting from ownership change | (84,311) | 0 |
Company's ownership interest prior to the acquisition | (174,821) | 0 |
Gain recognized on transaction | (26,793) | 0 |
Liabilities assumed | 312,909 | 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) |
Fair value of Company's 20% interest owned prior to the acquisition | 0 | (1,915) |
Liabilities assumed | 0 | 17,278 |
Grove At Fayetteville Arkansas [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 | 21,212 | 0 |
Cash paid, net of cash acquired | (5,608) | 0 |
Settlement of guarantee liability | 5,964 | 0 |
Gain recognized on transaction | (6,370) | 0 |
Liabilities assumed | $ 15,198 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Cash Paid For Interest | 80.00% |
Fair Value Of Interest Owned Percentage Prior To Acquisition | 20.00% |
Copper Beech Properties [Member] | |
Payments to Acquire Businesses, Gross | $ 60,300 |
Cash Acquired from Acquisition | 4,560 |
Grove At Fayetteville Arkansas [Member] | |
Payments to Acquire Businesses, Gross | 5,600 |
Cash Acquired from Acquisition | 382 |
HSRE IV [Member] | |
Payments to Acquire Businesses, Gross | $ 7,700 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 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% of the equity interests. As a TRS, the operations of TRS Holdings and its subsidiaries are generally subject to federal, state and local income and franchise taxes. The Company operates its properties under three separate brands: The Grove, Copper Beech and evo 41 evo 100 30 5 Properties in Operation Wholly owned Grove properties 37 Joint Venture Grove properties 4 Total Grove Properties 41 Joint Venture evo properties 3 Wholly owned Copper Beech properties 30 Joint Venture owned Copper Beech properties (1) 5 Total Copper Beech properties 35 Total Portfolio (2) 79 (1) The Company holds a 48 (2) The Company’s 100 Plan of Merger As previously disclosed in the Current Report on Form 8-K filed on October 19, 2015 with the Securities and Exchange Commission ("SEC"), on October 16, 2015, Campus Crest Communities, Inc., a Maryland corporation (the “Company” and “Campus Crest”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to be acquired by HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), an affiliate of HSRE involving total estimated merger consideration of $ 7.03 1.9 The completion of the Merger is subject to certain conditions, including, among others, the (i) receipt of the approval of the Merger and adoption of the Merger Agreement by the affirmative vote of the holders of a majority of shares of the Company’s common stock outstanding and entitled to vote, (ii) approval of certain lenders of the Company relating to no less than eighty-five percent of the outstanding principal balance of the Company’s mortgage indebtedness held by such lenders, (iii) the consummation of the purchase of certain interests in the Operating Partnership, the purchase of interests in certain joint venture properties, and certain other matters, and (iv) other customary closing conditions set forth in the Merger Agreement. The obligations of the parties to consummate the Merger are not subject to any financing condition or the receipt of any financing by Parent or Merger Sub. While it is currently anticipated that the Merger will be completed in the first quarter of 2016, there can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied. The Merger Agreement may be terminated under certain circumstances. The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, Parent may be required to pay the Company a termination fee of $10.0 million. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay Parent a termination fee of $5.0 million. In the event that stockholder approval is not received for the Merger, the Company will also be required to reimburse Parent’s expenses in an amount up to $1.0 million, which reimbursement would reduce any termination fee subsequently payable by the Company on a dollar-for-dollar basis. Under certain circumstances, including upon payment of the applicable termination fee, the Company is permitted to terminate the Merger Agreement to enter into a definitive agreement with a third party with respect to a Superior Proposal (as defined in the Merger Agreement). The Board of Directors of the Company has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. Moelis & Company, LLC provided a fairness opinion to the Board of Directors of the Company in connection with the transaction. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 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, which relates to discontinued operations discussed in Note 7. In addition, for both the three and nine months ended September 30, 2014, $ 0.7 The accompanying interim consolidated financial statements are unaudited, but have been prepared in accordance with U.S. GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all disclosures required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements of the Company for these interim periods have been included and are of a normal, recurring nature. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 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. Estimates and assumptions are reviewed periodically, and the effects of such revisions are reflected prospectively in the period in which they occur. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. 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 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 and nine months ended September 30, 2015, and $ 1.9 6.2 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 and nine months ended September 30, 2015, correspondingly there were no capitalized costs for the period. See the Development and Construction Services section herein for additional discussion. Capitalized indirect costs associated with the Company’s development activities were $ 3.9 10.8 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. As of September 30, 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 September 30, 2015, the Company owned six 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 does 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 sheets 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 amounts of these investments on the Company’s consolidated balance sheets 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 when purchased 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 (2,849) Write offs 20 Balance at September 30, 2015 $ (3,288) Write offs during the nine months ended September 30, 2014 were immaterial. Campus Crest’s intangible assets consist of acquired in-place leases and the trademark for the Copper Beech brand name as well as acquired in-place leases for The Grove at Fayetteville, Arkansas (see Note 6). 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 and accumulated amortization of the acquired in-places leases was $ 29.5 28.9 5.4 28.9 0.2 0.4 4.1 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 September 30, 2015 and December 31, 2014 were $ 13.0 11.7 6.7 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. For both the three and nine months ended September 30, 2015, net loss attributable to noncontrolling interests is calculated by including the proportionate amount of OP units held by the CB Investors during the period multiplied by the Company’s net loss excluding the gain on purchase of Copper Beech. See also “Consolidated Variable Interest Entity,” in this note herein. 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. The lease term for renewing tenants for all properties is typically 12 months. Generally, unless sufficient income can be verified, each executed contract is required to be accompanied by a signed parental/guardian guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues and included in other liabilities on the accompanying consolidated balance sheets. In addition to the Company’s wholly-owned properties, the Company provides management services to unconsolidated joint ventures in which it has ownership interests. 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 $ 0.9 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 $ 0.8 1.8 0.5 1.2 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 September 30, 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 September 30, 2015 and December 31, 2014, the fair value of derivative contracts was insignificant. Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties, guarantees 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. When the Company believes that (i) the borrower’s assets collateralizing debt in which we guarantee is insufficient to cover the maximum potential amount in which we guarantee or (ii) it is probable that we will be required to perform under a guarantee, the estimated fair value of the amount that could be required to fund is recorded as a liability and is included in other liabilities in the accompanying consolidated balance sheets. 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 September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2015, the Company recognized a foreign currency translation loss of $ 0.7 1.3 1.6 1.4 Insurance recoveries are amounts due or received under the Company’s applicable insurance policies for asset damage, remediation work and business interruption relating to a flood at The Grove at San Marcos, Texas during June 2015, 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). The Company recognized $ 0.1 0.5 1.1 0.3 5.5 The Company has identified three reportable business segments: (i) Grove and evo 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 correct |
Student Housing Properties
Student Housing Properties | 9 Months Ended |
Sep. 30, 2015 | |
Real Estate [Abstract] | |
Real Estate Disclosure [Text Block] | 3. Student Housing Properties September 30, December 31, 2015 2014 Land $ 120,244 $ 76,043 Buildings and improvements 1,354,750 781,739 Furniture, fixtures and equipment 106,518 78,180 1,581,512 935,962 Less: accumulated depreciation (163,748) (128,121) $ 1,417,764 $ 807,841 On August 7, 2015, the Company acquired the remaining 90% ownership interest in The Grove at Fayetteville, one of its joint venture properties, thereby increasing its student housing properties. See Note 6 for additional information. During the nine months ended September 30, 2015, the Company exercised its option to acquire the remaining interests in 30 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 settled with its insurance company on a loss of $ 6.8 2.5 4.3 0.3 |
Strategic Repositioning Initiat
Strategic Repositioning Initiatives | 9 Months Ended |
Sep. 30, 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 includes simplifying the business model by discontinuing construction and development, reducing the number of joint ventures and disposing of land which was previously held for future development. In addition, as part of the review of strategic alternatives, on October 16, 2015, the Company entered into a definitive merger agreement with affiliates of HSRE pursuant to which HSRE will acquire all issued and outstanding shares of common stock of Campus Crest. See Note 1 and 18 for additional information. 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 evo On January 30, 2015, the Company sold its 10 1.0 1.9 On March 31, 2015, the Company sold its interest in the following joint venture properties: The Grove at Lawrence, Kansas and The Grove at Conway, Arkansas (see Note 7). These joint ventures were included in the Grove and evo On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville, Arkansas for which the Company paid $ 1.0 5.0 1.6 0.5 During September of 2015, the Company sold its interest in the following joint venture properties: The Grove at Laramie, Wyoming and The Grove at San Angelo, Texas. See Note 7 for additional information. On October 30, 2015, the Company completed the sale of its ownership interests in CSH Montreal and the termination of all service agreements with affiliates of the two evo The Company also terminated the employment of certain employees and eliminated positions. In connection with these terminations, the Company recognized severance expense of zero and $0.6 million during the three and nine months ended September 30, 2015, respectively, which is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). Severance expense included zero and $0.4 million for the acceleration of the vesting conditions of restricted shares for the three and nine months ended September 30, 2015, respectively. As of September 30, 2015, there was $ 1.9 0.4 1.4 Balance at December 31, 2014 $ 5,743 New charges 184 Cash payments (4,076) Balance at September 30, 2015 $ 1,851 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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. September 30, December 31, 2015 2014 Deferred tax assets: Solar investment tax credit $ 2,116 $ 2,116 Net operating losses 4,701 2,284 Other 20 22 Less: valuation allowance (6,185) (4,002) Total deferred tax assets 652 420 Deferred tax liabilities: Depreciation and amortization (652) (420) Total deferred tax liabilities (652) (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 nine months ended September 30, 2015, the valuation allowance increased by $ 2.0 As of September 30, 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. The Company had no unrecognized tax benefits as of September 30, 2015 and December 31, 2014. Because no material unrecognized tax benefits have been recorded, no related interest or penalties have been calculated. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 6. Business Acquisitions 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. On 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. Following the consummation of the First CB Closing, the Second CB Closing, and as of September 30, 2015, the Company held a 100 ⋅ 100% interest in 29 student housing properties; ⋅ 100% interest in 2 undeveloped land parcels and 1 corporate office building; ⋅ 48% interest in 5 student housing properties; and ⋅ no ownership interest in 1 student housing property (Copper Beech Kalamazoo Phase I). 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 interests acquired at each stage differed, for purposes of computing how much of the gain to recognize during the three and nine months ended September 30, 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 $ 26.8 The Company negotiated the purchase of a significant portion of the Copper Beech Portfolio at the inception of the Initial Purchase Agreement, notwithstanding the fact that the acquisition of ownership interests occurred in stages. During the year ended December 31, 2014, the Company recognized a $ 33.4 67 48 Assets acquired: Land $ 45,003 Buildings 553,866 Furniture, fixtures and equipment 21,393 Intangibles 32,824 Other assets, including cash of $4,560 10,571 Total assets acquired $ 663,657 Liabilities assumed: Mortgage, construction loans and other debt $ 300,706 Other liabilities 12,203 Total liabilities assumed $ 312,909 Net assets acquired $ 350,748 Since the First CB Closing and Second CB Closing, the 29 Copper Beech student housing properties that were acquired and consolidated contributed $ 37.8 26.3 12.8 28.8 2.9 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 nine months ended September 30, 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 $ 2.9 1.0 26.8 6.7 28.3 28.7 Pro Forma Pro Forma Pro Forma Pro Forma Three months Nine months Three months Nine months Ended September 30, 2015 Ended September 30, 2015 Ended September 30, 2014 Ended September 30, 2014 Total revenues $ 46,186 $ 142,029 $ 44,255 $ 124,038 Net loss $ (13,296) $ (49,813) $ (126,248) $ (150,458) Net loss attributable to common shareholders $ (13,867) $ (45,898) $ (104,343) $ (129,958) 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. On April 30, 2015, the Company entered into a purchase agreement with The Pennsylvania State University (the “Penn State Seller”) to purchase the remaining 15 16 4.6 2.3 2.3 100 4.6 During the quarter ended September 30, 2015, the Company reached agreement with the CB Investors on all disputed matters which were not specifically addressed by the Initial Purchase Agreement, as amended, which resulted in the gain on the purchase of Copper Beech being reduced by $ 1.2 Acquisition of The Grove at Fayetteville, Arkansas On August 7, 2015, the Company acquired HSRE’s 90 10 1.0 7.2 6.4 0.4 0.6 Assets acquired: Land $ 1,008 Buildings 17,759 Furniture, fixtures and equipment 1,253 Intangibles 754 Other assets, including cash of $382 820 Total assets acquired $ 21,594 Liabilities assumed: Mortgage, construction loans and other debt $ 14,500 Other liabilities 698 Total liabilities assumed $ 15,198 Net assets acquired $ 6,396 |
Asset Dispositions and Disconti
Asset Dispositions and Discontinued Operations | 9 Months Ended |
Sep. 30, 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 consolidated financial statements. See Note 16 for additional segment information. September 30, December 31, 2015 2014 Cash $ 93 $ 1,118 Other assets 14 634 Costs and earnings in excess of construction billings 3,887 Total assets 107 5,639 Accounts payable and accrued expenses 65 4,711 Construction billings in excess of cost and earnings - 481 Total liabilities 65 5,192 Total net assets $ 42 $ 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 Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenue $ - $ 5,589 $ - $ 23,217 Construction and development service expense - (8,225) (1,157) (23,538) Severance - (2,870) - (2,870) Income (loss) from discontinued operations $ - $ (5,506) $ (1,157) $ (3,191) 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 3.1 On January 30, 2015, the Company sold its 10 1.0 1.9 On February 9, 2015, the Company completed the sale of the Falcon 900, the corporate aircraft, resulting in net sale proceeds of $ 3.8 On March 31, 2015, the Company sold its 63.9 1.3 1.3 3.3 4.6 On August 7, 2015, the Company sold its 20 2.2 1.4 On September 2, 2015 the Company sold its 10 0.5 0.5 (0.1) On September 10, 2015, the Company sold its 63.9 3.7 0.1 |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 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 of Copper Beech Townhome Communities, LLC ("CBTC") and Copper Beech Townhome Communities (PA), LLC (“CBTC PA,” together with CBTC, “Copper Beech”) (the “CB Investors”), Brandywine and Beaumont that the Company does not consolidate. These joint ventures are engaged primarily in 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 most of its investments with HSRE, Brandywine and Beaumont and earns fees for property management services. Additionally, for the nine months ended September 30, 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 "Loss from discontinued operations" in the accompanying consolidated statements of operations and comprehensive income (loss). No development and construction services were provided during the nine months ended September 30, 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 48.5 20.0 47.0 16.0 11.9 60.5 39.5 47.0 53.0 1.4 1.0 evo In conjunction with the Holiday Inn Midtown acquisition, CSH Montreal entered into a CAD 112.0 83.5 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 49.9 In February 2013, the Company entered into purchase and sale agreements to acquire an approximate 48.0 230.6 106.7 4.0 48.0 19.0 28 48.0 35 On January 30, 2015, the Company completed the acquisition of substantially all of the remaining interests in 28 On August 7, 2015, the Company sold its 20 90 10 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 VI, LLC 20.0 % 2012 2 6,178 35,836 (3) 2.34 % (1) 12/19/2015 9/30/2016 HSRE-Campus Crest IX, LLC 30.0 % 2013 1 19,196 96,158 (3) 2.39 % (1) 7/25/2016 HSRE-Campus Crest X, LLC 30.0 % 2013 2 7,512 45,031 (3) 2.38 % (1) 9/06/2016 9/30/2018 CB Portfolio 48.0 % 2013 5 45,249 159,686 (3) 5.05 % (2) 6/06/2016 10/01/2020 CSH Montreal 47.0 % 2013 2 3,717 81,886 (3) 5.48 % (1) 1/13/2016 Total unconsolidated entities 12 $ 81,852 $ 418,597 4.00 % (1) Variable interest rates. (2) Comprised of fixed rate debt. (3) 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. September 30, December 31, 2015 2014 Assets Student housing properties, net $ 397,751 $ 437,108 Development in process - 7,429 Other assets 10,777 12,947 Total assets $ 408,528 $ 457,484 Liabilities and Equity Mortgage and construction loans $ 258,013 $ 354,759 Other liabilities 13,624 29,364 Owners' equity 136,891 73,361 Total liabilities and owners' equity $ 408,528 $ 457,484 Company's share of historical owners' equity $ 44,639 $ 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) (15,358) 3,219 Carrying value of investment in HSRE and other non-Copper Beech entities $ 36,603 $ 41,022 (1) As of September 30, 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 2.7 1.9 9.0 (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 September 30, 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. September 30, December 31, 2015 2014 Assets Student housing properties, net $ 254,736 $ 906,614 Intangible assets 1,866 7,212 Other assets 4,423 14,293 Total assets $ 261,025 $ 928,119 Liabilities and Equity Mortgage and construction loans $ 166,757 $ 476,985 Other liabilities 3,278 15,541 Owners' equity 90,990 435,593 Total liabilities and owners' equity $ 261,025 $ 928,119 Company's share of historical owners' equity $ 43,675 $ 199,281 Net difference in carrying value of investment versus net book value of underlying net assets (1) 1,574 19,437 Carrying value of investment in unconsolidated entity $ 45,249 $ 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. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenues $ 1,474 $ 8,229 $ 19,977 $ 21,107 Expenses: Operating expenses 2,500 5,691 15,259 12,886 Interest expense 1,360 2,089 7,508 4,329 Depreciation and amortization 1,474 2,037 9,200 5,902 Other (income) expense (22) 24 43 70 Total expenses 5,312 9,841 32,010 23,187 Net loss $ (3,838) $ (1,612) $ (12,033) $ (2,080) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenues Expenses: $ 6,978 $ 22,413 $ 19,781 $ 60,706 Operating expenses Interest expense 2,845 9,310 7,241 23,881 Depreciation and amortization 2,210 3,708 6,337 9,660 Other (income) expense 1,161 8,131 3,329 27,767 Total expenses (323) 395 (22) 1,021 Net income (loss) 5,893 21,544 16,885 62,329 $ 1,085 $ 869 $ 2,896 $ (1,623) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 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 years. 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 $ 275.0 2.5 July 22, 2015 January 22, 2016 100.0 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 September 30, 2015 and 2014 and the nine months ended September 30, 2015 and 2014. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 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 Observable inputs, such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the asset or liability. As of September 30, 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 September 30, 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 3.91 3.65 Estimated Fair Value Quoted Prices in Active Markets for Identical Significant Other Significant Assets and Observable Unobservable Liabilities Inputs Inputs September 30, 2015 (Level 1) (Level 2) (Level 3) Carrying Value (1) Fixed-rate mortgage loans $ - $ 403,543 $ - $ 435,220 Variable-rate mortgage loans - 16,312 - 16,420 Construction loans - 149,999 - 150,583 Exchangeable Senior Notes - 101,322 - 97,925 Other Debt - 6,089 - 8,289 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 (1) See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $ 263.5 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 a nonrecurring basis 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 write downs or impairments, 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 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 nine months ended September 30, 2015 and prior to the date of this filing, certain assets included in the table above were sold. See Notes 7, 8 and 18 for additional detail. See Notes 7 and 17 for additional information on the fair value of the guarantees. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 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 September 30, 2015 September 30, 2014 Income (Loss) Shares Per Share Income (Loss) Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Loss from continuing operations $ (14,093) $ (122,188) Preferred stock dividends (3,050) (3,050) Loss from continuing operations attributable to noncontrolling interests (2,451) (731) Loss from continuing operations attributable to common stockholders (14,692) (124,507) Loss from discontinued operations - (5,506) Loss from discontinued operations attributable to noncontrolling interests - (39) Loss from discontinued operations attributable to common stockholders - (5,467) Basic and diluted earnings per share: Loss from continuing operations attributable to common stockholders (14,692) 64,762 $ (0.23) (124,507) 64,770 $ (1.92) Loss from discontinued operations attributable to common stockholders - 64,762 - (5,467) 64,770 (0.09) Net loss attributable to common stockholders (14,692) 64,762 $ (0.23) (129,974) 64,770 $ (2.01) Effect of Dilutive Securities Interest expense on exchangeable debt 1,356 Incremental shares from assumed conversion (1) 18,797 434 Diluted: (13,336) 83,559 (129,974) 65,204 Nine Months Ended September 30, 2015 September 30, 2014 Income (Loss) Shares Per Share Income (Loss) Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Loss from continuing operations $ (19,303) $ (123,846) Preferred stock dividends (9,150) (9,150) Loss from continuing operations attributable to noncontrolling interests (8,617) (751) Loss from continuing operations attributable to common stockholders (19,836) (132,245) Loss from discontinued operations (1,157) (3,191) Loss from discontinued operations attributable to noncontrolling interests 9 (22) Loss from discontinued operations attributable to common stockholders (1,166) (3,169) Basic and diluted earnings per share: Loss from continuing operations attributable to common stockholders (19,836) 64,746 $ (0.30) (132,245) 64,650 $ (2.04) Loss from discontinued operations attributable to common stockholders (1,166) 64,746 (0.02) (3,169) 64,650 (0.05) Net loss attributable to common stockholders (21,002) 64,746 $ (0.32) (135,414) 64,650 $ (2.09) Effect of Dilutive Securities Interest expense on exchangeable debt 4,069 Incremental shares from assumed conversion (1) 18,797 434 Diluted: (16,933) 83,543 (135,414) 65,084 (1) The effect of the inclusion of all potentially dilutive securities for the three and nine months ended September 30, 2015 would be anti-dilutive when computing diluted earnings per share. Therefore, the computation of both basic and diluted earnings per share is the same. For the three and nine months ended September 30, 2015 and 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. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 13. Equity Preferred Stock The Company’s 8.0 8.0 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, and except that the Company may at its option redeem the Series A Preferred Stock upon a change of control of the Company. 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 2.0 As of September 30, 2015, there were 77.6 64.8 83.5 12.8 16.5 68.1 5.32 Nine Months Ended September 30, September 30, 2015 2014 Common shares at beginning of period 64,742 64,502 Issuance of common shares 239 - Issuance of restricted shares 63 357 Forfeiture of restricted shares (288) (80) Common shares at end of period 64,756 64,779 Nine Months Ended September 30, September 30, 2015 2014 OP Units at beginning of period 401 434 Issuance of OP Units 12,408 - OP Units at end of period 12,809 434 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. The Company’s Board of Directors made the same determination for the second and third quarters of 2015, and 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 September 30, 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). |
Incentive Plans
Incentive Plans | 9 Months Ended |
Sep. 30, 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 6.5 5.0 5.1 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 September 30, 2015, total unrecognized compensation cost related to restricted stock awards was $ 0.6 1.4 During the three months ended September 30, 2015, the Company recognized stock compensation of approximately $ 0.3 0.9 0.5 During the nine months ended September 30, 2015, the Company recognized stock compensation of approximately $ 1.9 0.4 1.4 0.2 1.3 Restricted Weighted Average Stock Grant Price Unvested shares at December 31, 2014 288 $ 11.28 Granted 56 6.18 Vested (152) 7.75 Forfeited (68) 7.78 Unvested shares at September 30, 2015 124 7.72 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2015, the Company incurred lease payments related to these entities of $ 0.1 0.3 0.2 0.7 0.6 1.8 0.1 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 $ 0.1 0.2 0.3 0.9 1.0 The Company is party to an arrangement with an entity, CB Townhome Communities, LLP (“CBTC, LLP”), in which Dr. John R. McWhirter, has an ownership interest. The Company has agreed to nominate Dr. McWhirter to the Company’s board of directors at the next annual shareholders meeting. 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. McWhirter 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-year tax protection period, any of the seventeen protected properties set forth in the tax protection agreement. Further, the Company and the Operating Partnership also agreed to allocate to the Sellers, during the 7-year tax protection period, an aggregate amount of at least $ 100 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. McWhirter also holds an interest. As of September 30, 2015, the Company’s balance sheet includes $ 2.6 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 16. Segments The Company has identified three reportable business segments: (i) Grove and evo Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Grove and evo Operations: Revenues from external customers $ 28,408 $ 28,028 $ 90,015 $ 77,299 Operating expenses 25,025 19,358 68,174 54,699 Income from wholly-owned student housing operations 3,383 8,670 21,841 22,600 Severance expense - - (570) - Impairment of unconsolidated entities - (50,866) - (50,866) Equity in earnings (losses) of unconsolidated entities (1,401) 444 (3,842) 863 Operating income (loss) $ 1,982 $ (41,752) $ 17,429 $ (27,403) Depreciation and amortization $ 7,781 $ 6,724 $ 23,018 $ 20,468 Capital expenditures $ 7,491 $ 43,964 $ 21,679 $ 125,269 Investment in unconsolidated entities $ 36,603 $ 48,591 $ 36,603 $ 48,591 Total segment assets at end of period $ 897,954 $ 960,912 $ 897,954 $ 960,912 Copper Beech Operations: Revenues from external customers $ 16,042 $ - $ 40,002 $ - Operating expenses (excluding amortization of in place leases) 13,329 - 30,382 - Intangible amortization of in place leases 5,263 - 28,788 - Loss from wholly-owned student housing operations (2,550) - (19,168) - Effect of not exercising Copper Beech purchase option - (34,047) - (34,047) Equity in earnings (losses) of unconsolidated entities 428 191 1,510 (800) Operating loss $ (2,122) $ (33,856) $ (17,658) $ (34,847) Depreciation and amortization $ 10,480 $ - $ 41,583 $ - Capital expenditures $ 1,018 $ - $ 2,056 $ - Investment in unconsolidated entities $ 45,249 $ 219,263 $ 45,249 $ 219,263 Total segment assets at end of period $ 679,009 $ 219,263 $ 679,009 $ 219,263 Property Management Services: Revenues from external customers $ 159 $ 281 $ 600 $ 711 Intersegment revenues 78 1,915 293 2,078 Total revenues 237 2,196 893 2,789 Operating expenses 85 1,767 767 2,749 Operating income $ 152 $ 429 $ 126 $ 40 Depreciation and amortization $ 130 $ 38 $ 767 $ 63 Total segment assets at end of period $ - $ - $ - $ - Reconciliations: Total segment revenues $ 44,687 $ 30,224 $ 130,910 $ 80,088 Elimination of intersegment revenues (78) (1,915) (293) (2,078) Total consolidated revenues $ 44,609 $ 28,309 $ 130,617 $ 78,010 Segment operating income (loss) $ 12 $ (75,179) $ (103) $ (62,210) Interest expense (9,239) (3,639) (26,297) (9,965) Impairment of land & pre-development costs - (29,790) - (29,790) Transaction costs (758) (286) (3,890) (2,331) Gain (loss) on purchase of Copper Beech (1,242) - 26,793 - Gain on purchase of unconsolidated entity 6,370 - 6,370 - Gain on sale of land and unconsolidated joint ventures 1,400 - 9,148 - Corporate depreciation and amortization (522) (274) (1,162) (739) Net unallocated expenses related to corporate overhead (1) (8,528) (4,083) (27,159) (10,444) Write off of other assets (796) (7,765) (2,162) (7,765) Other income (expense) (626) (41) (677) 129 Loss from continuing operations, before income tax benefit $ (13,929) $ (121,057) $ (19,139) $ (123,115) Total segment assets $ 1,576,963 $ 1,180,175 $ 1,576,963 $ 1,180,175 Unallocated corporate assets and eliminations 6,617 20,947 6,617 20,947 Total assets at end of period $ 1,583,580 $ 1,201,122 $ 1,583,580 $ 1,201,122 (1) The net unallocated expenses related to corporate overhead primarily consists of $ 8.4 26.9 1.7 4.1 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 adjacent to campuses and leased from entities affiliated with the respective campus. 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 $ 775 2016 2,469 2017 2,143 2018 1,513 2019 1,327 Thereafter 26,821 (1) Total future minimum lease payments $ 35,048 (1) The Company’s lease obligations average $ 1.2 2023 0.4 2081 The Company paid rent for its corporate headquarters office of $ 0.3 0.3 0.9 0.7 The Company guarantees certain mortgage and construction loans and revolving credit facilities related to the Company’s unconsolidated joint ventures. As of September 30, 2015, the Company guarantees: up to 50% of $81.9 million of debt through January 2016 for Montreal; up to 50% of $17.2 million of debt through December 2015 for HSRE VI; up to 25% of $18.6 million of debt maturing September 2015 for HSRE VI; and 25% of $45.0 million of debt maturing September 2016 through September 2018 for HSRE X. Certain loans which will mature in 2015 are in the process of being refinanced as of the date of this filing. In connection with the guarantee for HSRE I, there was $3.0 million held in escrow that could be used to satisfy a portion of the amount potentially paid under the guarantee. During the quarter ended June 30, 2015, this escrow amount was returned to the Company as a condition of the sale of The Grove at Conway and The Grove at Lawrence. Should there be an event of default in connection with this debt, the Company could be required to fund under these guarantees a maximum amount up to the percentage of the guaranteed amount of the balance of the debt outstanding as of September 30, 2015. 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 million ($83.5 million at the September 30, 2015 exchange rate). As of September 30, 2015, the outstanding balance of the CSH Montreal Debt was CAD 108.6 81.9 54.3 41.3 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 under which the Company expects that it may be required to perform. 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 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 | 9 Months Ended |
Sep. 30, 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: Definitive Agreement for Sale of Campus Crest On October 16, 2015, the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), HSRE Quad Merger Sub, LLC, a Maryland limited liability company (“Merger Sub”), and CCGSR, Inc., a Delaware corporation (“CCGSR”). Parent is an affiliate of HSRE. Upon the terms and subject to the conditions of the Merger Agreement, the Company will merge with and into Merger Sub, with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”). Pursuant to the Merger Agreement, Parent will acquire all issued and outstanding shares of common stock of Campus Crest in a transaction involving total estimated merger consideration of $ 7.03 0.13 1.9 Communications with Lenders Related to Certain Debt Obligations 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 have a non-recourse carve-out guaranty and a 10 1.0 4.0 3.0 1.0 1.0 Litigation Relating to the Proposed Merger On October 27, 2015, a purported class action related to the Merger Agreement, Grossman v. CCGSR, et al., was filed in the Circuit Court for Baltimore City, Maryland, Case No. 24-C-15-005422, against the Company, CCGSR, HSRE, Parent, Merger Sub and the members of our Board of Directors. Six other lawsuits, Latuso v. the Company et al., Silverwood v. the Company, et al., Cekot v. the Company, et al., Powis v. CCGSR, et al., Zhang v. CCGSR, et. al. and Bushansky v. the Company, were subsequently filed in the Circuit Court for Baltimore City, Maryland, Case Nos. 24-C-15-005415, 24-C-15-005414, 24-C-15-005476, 24-C-15-005501, 24-C-15-005502, 24-C-15-005542 on October 27, 2015, October 27, 2015, October 30, 2015, November 2, 2015, November 2, 2015 and November 5, 2015, respectively. These seven lawsuits generally allege breaches of fiduciary duties by our directors in connection with the Merger Agreement. More specifically, the complaints allege that the individual defendants failed to take appropriate steps to maximize stockholder value and improperly favored themselves in connection with the proposed transaction. Some of the complaints further assert that the Merger Agreement contains several deal protection provisions that are unnecessarily preclusive. The complaints also allege that some or all of HSRE, Parent, Merger Sub, and, in certain cases, David Coles, our interim chief executive officer, Aaron Halfacre, our President and Chief Investment Officer, and CCGSR aided and abetted the directors' purported breaches of fiduciary duty. The complaints seek to permanently enjoin defendants from consummating the proposed Merger or, to the extent already implemented, to rescind the Merger Agreement or grant rescissory damages, in addition to various additional remedies. On November 9, 2015, plaintiffs in three of the cases, Brian Silverwood, Michael Cekot and Stephen Bushansky, requested that the Circuit Court for Baltimore City consolidate the seven separate actions. HSRE Portfolio Changes On May 1, 2015, the Company entered into a nonbinding membership interest purchase and sale agreement with HSRE which contemplated: (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 original amount of equity contributed to each of these properties. On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville, as well as the sale of its interest in The Grove at Norman to HSRE. Upon closing these transactions, the $ 5.0 CSH Montreal Agreement Buyout In June, 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 evo The Company received CAD 11.2 million, less CAD 3.4 million which was escrowed for federal and Quebec taxes, and less CAD 0.5 million, which was placed in escrow pending an evaluation of the working capital of the closing balance sheet of CSH Montreal. The Company expects that 100% of the funds which were escrowed for taxes will be remitted to the Company pending an evaluation by the taxing authorities of applications filed by the Company. The transaction releases the Company from its guarantee and indemnity obligations related to the credit facility which was paid off at closing. Property Debt Transactions On October 1, 2015, the maturity date for the loan on IUP Phase II Indiana, the Company paid off the outstanding balance due on the loan in the amount of $ 5.9 20.0 17.9 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 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, which relates to discontinued operations discussed in Note 7. In addition, for both the three and nine months ended September 30, 2014, $ 0.7 |
Interim Financial Statements [Policy Text Block] | Interim Financial Statements The accompanying interim consolidated financial statements are unaudited, but have been prepared in accordance with U.S. GAAP for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all disclosures required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements of the Company for these interim periods have been included and are of a normal, recurring nature. Because of the seasonal nature of the Company’s operations, the results of operations and cash flows for any interim period are not necessarily indicative of results for other interim periods or for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. |
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. Estimates and assumptions are reviewed periodically, and the effects of such revisions are reflected prospectively in the period in which they occur. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements. |
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 |
Investment In Real Estate [Policy Text Block] | Investment 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 and nine months ended September 30, 2015, and $ 1.9 6.2 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 and nine months ended September 30, 2015, correspondingly there were no capitalized costs for the period. See the Development and Construction Services section herein for additional discussion. Capitalized indirect costs associated with the Company’s development activities were $ 3.9 10.8 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. As of September 30, 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 September 30, 2015, the Company owned six 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 does 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 sheets 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 amounts of these investments on the Company’s consolidated balance sheets 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 when purchased 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 (2,849) Write offs 20 Balance at September 30, 2015 $ (3,288) Write offs during the nine months ended September 30, 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 well as acquired in-place leases for The Grove at Fayetteville, Arkansas (see Note 6). 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 and accumulated amortization of the acquired in-places leases was $ 29.5 28.9 5.4 28.9 0.2 0.4 4.1 |
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 September 30, 2015 and December 31, 2014 were $ 13.0 11.7 6.7 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. For both the three and nine months ended September 30, 2015, net loss attributable to noncontrolling interests is calculated by including the proportionate amount of OP units held by the CB Investors during the period multiplied by the Company’s net loss excluding the gain on purchase of Copper Beech. See also “Consolidated Variable Interest Entity,” in this note herein. |
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. The lease term for renewing tenants for all properties is typically 12 months. Generally, unless sufficient income can be verified, each executed contract is required to be accompanied by a signed parental/guardian guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues and included in other liabilities on the accompanying consolidated balance sheets. |
Property Management Services [Policy Text Block] | Property Management Services In addition to the Company’s wholly-owned properties, the Company provides management services to unconsolidated joint ventures in which it has ownership interests. 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 $ 0.9 49.3 |
Advertising Costs, Policy [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 $ 0.8 1.8 0.5 1.2 |
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 September 30, 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 September 30, 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, guarantees 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. When the Company believes that (i) the borrower’s assets collateralizing debt in which we guarantee is insufficient to cover the maximum potential amount in which we guarantee or (ii) it is probable that we will be required to perform under a guarantee, the estimated fair value of the amount that could be required to fund is recorded as a liability and is included in other liabilities in the accompanying consolidated balance sheets. |
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 September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 2015, the Company recognized a foreign currency translation loss of $ 0.7 1.3 1.6 1.4 |
Business Insurance Recoveries [Policy Text Block] | Insurance Recoveries Insurance recoveries are amounts due or received under the Company’s applicable insurance policies for asset damage, remediation work and business interruption relating to a flood at The Grove at San Marcos, Texas during June 2015, 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). The Company recognized $ 0.1 0.5 1.1 0.3 5.5 |
Segment Reporting, Policy [Policy Text Block] | Segments The Company has identified three reportable business segments: (i) Grove and evo |
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 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 plans to adopt ASU 2015-02 as of January 1, 2016 and is currently evaluating the provisions of this guidance, of which 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. The amendments in ASU 2015-03 are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years, with retrospective application required. Early adoption of the amendments in ASU 2015-03 is permitted for financial statements that have not been previously issued. The Company plans to adopt ASU 2015-03 as of January 1, 2016 and is currently evaluating the provisions of this guidance, of which 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, 2017 and may be applied using either a full retrospective or modified approach upon adoption. The Company is currently evaluating the provisions of this guidance, of which the impact is not known. |
Organization and Description 27
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 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 37 Joint Venture Grove properties 4 Total Grove Properties 41 Joint Venture evo properties 3 Wholly owned Copper Beech properties 30 Joint Venture owned Copper Beech properties (1) 5 Total Copper Beech properties 35 Total Portfolio (2) 79 (1) The Company holds a 48 (2) The Company’s 100 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2015 (in thousands): Balance at December 31, 2014 $ (459) Bad debt expense (2,849) Write offs 20 Balance at September 30, 2015 $ (3,288) |
Student Housing Properties (Tab
Student Housing Properties (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2015 2014 Land $ 120,244 $ 76,043 Buildings and improvements 1,354,750 781,739 Furniture, fixtures and equipment 106,518 78,180 1,581,512 935,962 Less: accumulated depreciation (163,748) (128,121) $ 1,417,764 $ 807,841 |
Strategic Repositioning Initi30
Strategic Repositioning Initiatives (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Severance Costs [Table Text Block] | Changes to the severance accrual during the nine months ended September 30, 2015 are as follows (in thousands): Balance at December 31, 2014 $ 5,743 New charges 184 Cash payments (4,076) Balance at September 30, 2015 $ 1,851 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, 2015 2014 Deferred tax assets: Solar investment tax credit $ 2,116 $ 2,116 Net operating losses 4,701 2,284 Other 20 22 Less: valuation allowance (6,185) (4,002) Total deferred tax assets 652 420 Deferred tax liabilities: Depreciation and amortization (652) (420) Total deferred tax liabilities (652) (420) Net deferred tax assets $ - $ - |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Acquisition [Line Items] | |
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 Pro Forma Pro Forma Pro Forma Three months Nine months Three months Nine months Ended September 30, 2015 Ended September 30, 2015 Ended September 30, 2014 Ended September 30, 2014 Total revenues $ 46,186 $ 142,029 $ 44,255 $ 124,038 Net loss $ (13,296) $ (49,813) $ (126,248) $ (150,458) Net loss attributable to common shareholders $ (13,867) $ (45,898) $ (104,343) $ (129,958) |
Copper Beech Acquisition [Member] | |
Business Acquisition [Line Items] | |
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 and Second CB Closings: Assets acquired: Land $ 45,003 Buildings 553,866 Furniture, fixtures and equipment 21,393 Intangibles 32,824 Other assets, including cash of $4,560 10,571 Total assets acquired $ 663,657 Liabilities assumed: Mortgage, construction loans and other debt $ 300,706 Other liabilities 12,203 Total liabilities assumed $ 312,909 Net assets acquired $ 350,748 |
Grove At Fayetteville Arkansas [Member] | |
Business Acquisition [Line Items] | |
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 acquisition of The Grove at Fayetteville, Arkansas. Assets acquired: Land $ 1,008 Buildings 17,759 Furniture, fixtures and equipment 1,253 Intangibles 754 Other assets, including cash of $382 820 Total assets acquired $ 21,594 Liabilities assumed: Mortgage, construction loans and other debt $ 14,500 Other liabilities 698 Total liabilities assumed $ 15,198 Net assets acquired $ 6,396 |
Asset Dispositions and Discon33
Asset Dispositions and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 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 sheets for the construction and development operations as of September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, 2015 2014 Cash $ 93 $ 1,118 Other assets 14 634 Costs and earnings in excess of construction billings 3,887 Total assets 107 5,639 Accounts payable and accrued expenses 65 4,711 Construction billings in excess of cost and earnings - 481 Total liabilities 65 5,192 Total net assets $ 42 $ 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 Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenue $ - $ 5,589 $ - $ 23,217 Construction and development service expense - (8,225) (1,157) (23,538) Severance - (2,870) - (2,870) Income (loss) from discontinued operations $ - $ (5,506) $ (1,157) $ (3,191) |
Investment in Unconsolidated 34
Investment in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 VI, LLC 20.0 % 2012 2 6,178 35,836 (3) 2.34 % (1) 12/19/2015 9/30/2016 HSRE-Campus Crest IX, LLC 30.0 % 2013 1 19,196 96,158 (3) 2.39 % (1) 7/25/2016 HSRE-Campus Crest X, LLC 30.0 % 2013 2 7,512 45,031 (3) 2.38 % (1) 9/06/2016 9/30/2018 CB Portfolio 48.0 % 2013 5 45,249 159,686 (3) 5.05 % (2) 6/06/2016 10/01/2020 CSH Montreal 47.0 % 2013 2 3,717 81,886 (3) 5.48 % (1) 1/13/2016 Total unconsolidated entities 12 $ 81,852 $ 418,597 4.00 % (1) Variable interest rates. (2) Comprised of fixed rate debt. (3) 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): September 30, December 31, 2015 2014 Assets Student housing properties, net $ 397,751 $ 437,108 Development in process - 7,429 Other assets 10,777 12,947 Total assets $ 408,528 $ 457,484 Liabilities and Equity Mortgage and construction loans $ 258,013 $ 354,759 Other liabilities 13,624 29,364 Owners' equity 136,891 73,361 Total liabilities and owners' equity $ 408,528 $ 457,484 Company's share of historical owners' equity $ 44,639 $ 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) (15,358) 3,219 Carrying value of investment in HSRE and other non-Copper Beech entities $ 36,603 $ 41,022 (1) As of September 30, 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 2.7 1.9 9.0 (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 and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014, this summary includes results for 5 unconsolidated properties and 28 unconsolidated properties, respectively (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenues Expenses: $ 6,978 $ 22,413 $ 19,781 $ 60,706 Operating expenses Interest expense 2,845 9,310 7,241 23,881 Depreciation and amortization 2,210 3,708 6,337 9,660 Other (income) expense 1,161 8,131 3,329 27,767 Total expenses (323) 395 (22) 1,021 Net income (loss) 5,893 21,544 16,885 62,329 $ 1,085 $ 869 $ 2,896 $ (1,623) |
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 and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014, this summary includes results for 7 unconsolidated properties and 14 unconsolidated properties, respectively (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Revenues $ 1,474 $ 8,229 $ 19,977 $ 21,107 Expenses: Operating expenses 2,500 5,691 15,259 12,886 Interest expense 1,360 2,089 7,508 4,329 Depreciation and amortization 1,474 2,037 9,200 5,902 Other (income) expense (22) 24 43 70 Total expenses 5,312 9,841 32,010 23,187 Net loss $ (3,838) $ (1,612) $ (12,033) $ (2,080) |
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 5 and 35 student housing properties in which the Company held a 48% interest as of September 30, 2015 and December 31, 2014, respectively (in thousands): September 30, December 31, 2015 2014 Assets Student housing properties, net $ 254,736 $ 906,614 Intangible assets 1,866 7,212 Other assets 4,423 14,293 Total assets $ 261,025 $ 928,119 Liabilities and Equity Mortgage and construction loans $ 166,757 $ 476,985 Other liabilities 3,278 15,541 Owners' equity 90,990 435,593 Total liabilities and owners' equity $ 261,025 $ 928,119 Company's share of historical owners' equity $ 43,675 $ 199,281 Net difference in carrying value of investment versus net book value of underlying net assets (1) 1,574 19,437 Carrying value of investment in unconsolidated entity $ 45,249 $ 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) | 9 Months Ended |
Sep. 30, 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): 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 |
Schedule Of Debt Instrument [Table Text Block] | Mortgage and construction loans for the periods presented consisted of the following (in thousands): 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. |
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 $ 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 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 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 Quoted Prices in Active Markets for Identical Significant Other Significant Assets and Observable Unobservable Liabilities Inputs Inputs September 30, 2015 (Level 1) (Level 2) (Level 3) Carrying Value (1) Fixed-rate mortgage loans $ - $ 403,543 $ - $ 435,220 Variable-rate mortgage loans - 16,312 - 16,420 Construction loans - 149,999 - 150,583 Exchangeable Senior Notes - 101,322 - 97,925 Other Debt - 6,089 - 8,289 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 (1) See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $ 263.5 |
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) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 September 30, 2014 Income (Loss) Shares Per Share Income (Loss) Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Loss from continuing operations $ (14,093) $ (122,188) Preferred stock dividends (3,050) (3,050) Loss from continuing operations attributable to noncontrolling interests (2,451) (731) Loss from continuing operations attributable to common stockholders (14,692) (124,507) Loss from discontinued operations - (5,506) Loss from discontinued operations attributable to noncontrolling interests - (39) Loss from discontinued operations attributable to common stockholders - (5,467) Basic and diluted earnings per share: Loss from continuing operations attributable to common stockholders (14,692) 64,762 $ (0.23) (124,507) 64,770 $ (1.92) Loss from discontinued operations attributable to common stockholders - 64,762 - (5,467) 64,770 (0.09) Net loss attributable to common stockholders (14,692) 64,762 $ (0.23) (129,974) 64,770 $ (2.01) Effect of Dilutive Securities Interest expense on exchangeable debt 1,356 Incremental shares from assumed conversion (1) 18,797 434 Diluted: (13,336) 83,559 (129,974) 65,204 Nine Months Ended September 30, 2015 September 30, 2014 Income (Loss) Shares Per Share Income (Loss) Shares Per Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Loss from continuing operations $ (19,303) $ (123,846) Preferred stock dividends (9,150) (9,150) Loss from continuing operations attributable to noncontrolling interests (8,617) (751) Loss from continuing operations attributable to common stockholders (19,836) (132,245) Loss from discontinued operations (1,157) (3,191) Loss from discontinued operations attributable to noncontrolling interests 9 (22) Loss from discontinued operations attributable to common stockholders (1,166) (3,169) Basic and diluted earnings per share: Loss from continuing operations attributable to common stockholders (19,836) 64,746 $ (0.30) (132,245) 64,650 $ (2.04) Loss from discontinued operations attributable to common stockholders (1,166) 64,746 (0.02) (3,169) 64,650 (0.05) Net loss attributable to common stockholders (21,002) 64,746 $ (0.32) (135,414) 64,650 $ (2.09) Effect of Dilutive Securities Interest expense on exchangeable debt 4,069 Incremental shares from assumed conversion (1) 18,797 434 Diluted: (16,933) 83,543 (135,414) 65,084 (1) The effect of the inclusion of all potentially dilutive securities for the three and nine months ended September 30, 2015 would be anti-dilutive when computing diluted earnings per share. Therefore, the computation of both basic and diluted earnings per share is the same. For the three and nine months ended September 30, 2015 and 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. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 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): Nine Months Ended September 30, September 30, 2015 2014 Common shares at beginning of period 64,742 64,502 Issuance of common shares 239 - Issuance of restricted shares 63 357 Forfeiture of restricted shares (288) (80) Common shares at end of period 64,756 64,779 |
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): Nine Months Ended September 30, September 30, 2015 2014 OP Units at beginning of period 401 434 Issuance of OP Units 12,408 - OP Units at end of period 12,809 434 |
Incentive Plans (Tables)
Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 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 Stock Grant Price Unvested shares at December 31, 2014 288 $ 11.28 Granted 56 6.18 Vested (152) 7.75 Forfeited (68) 7.78 Unvested shares at September 30, 2015 124 7.72 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Grove and evo Operations: Revenues from external customers $ 28,408 $ 28,028 $ 90,015 $ 77,299 Operating expenses 25,025 19,358 68,174 54,699 Income from wholly-owned student housing operations 3,383 8,670 21,841 22,600 Severance expense - - (570) - Impairment of unconsolidated entities - (50,866) - (50,866) Equity in earnings (losses) of unconsolidated entities (1,401) 444 (3,842) 863 Operating income (loss) $ 1,982 $ (41,752) $ 17,429 $ (27,403) Depreciation and amortization $ 7,781 $ 6,724 $ 23,018 $ 20,468 Capital expenditures $ 7,491 $ 43,964 $ 21,679 $ 125,269 Investment in unconsolidated entities $ 36,603 $ 48,591 $ 36,603 $ 48,591 Total segment assets at end of period $ 897,954 $ 960,912 $ 897,954 $ 960,912 Copper Beech Operations: Revenues from external customers $ 16,042 $ - $ 40,002 $ - Operating expenses (excluding amortization of in place leases) 13,329 - 30,382 - Intangible amortization of in place leases 5,263 - 28,788 - Loss from wholly-owned student housing operations (2,550) - (19,168) - Effect of not exercising Copper Beech purchase option - (34,047) - (34,047) Equity in earnings (losses) of unconsolidated entities 428 191 1,510 (800) Operating loss $ (2,122) $ (33,856) $ (17,658) $ (34,847) Depreciation and amortization $ 10,480 $ - $ 41,583 $ - Capital expenditures $ 1,018 $ - $ 2,056 $ - Investment in unconsolidated entities $ 45,249 $ 219,263 $ 45,249 $ 219,263 Total segment assets at end of period $ 679,009 $ 219,263 $ 679,009 $ 219,263 Property Management Services: Revenues from external customers $ 159 $ 281 $ 600 $ 711 Intersegment revenues 78 1,915 293 2,078 Total revenues 237 2,196 893 2,789 Operating expenses 85 1,767 767 2,749 Operating income $ 152 $ 429 $ 126 $ 40 Depreciation and amortization $ 130 $ 38 $ 767 $ 63 Total segment assets at end of period $ - $ - $ - $ - Reconciliations: Total segment revenues $ 44,687 $ 30,224 $ 130,910 $ 80,088 Elimination of intersegment revenues (78) (1,915) (293) (2,078) Total consolidated revenues $ 44,609 $ 28,309 $ 130,617 $ 78,010 Segment operating income (loss) $ 12 $ (75,179) $ (103) $ (62,210) Interest expense (9,239) (3,639) (26,297) (9,965) Impairment of land & pre-development costs - (29,790) - (29,790) Transaction costs (758) (286) (3,890) (2,331) Gain (loss) on purchase of Copper Beech (1,242) - 26,793 - Gain on purchase of unconsolidated entity 6,370 - 6,370 - Gain on sale of land and unconsolidated joint ventures 1,400 - 9,148 - Corporate depreciation and amortization (522) (274) (1,162) (739) Net unallocated expenses related to corporate overhead (1) (8,528) (4,083) (27,159) (10,444) Write off of other assets (796) (7,765) (2,162) (7,765) Other income (expense) (626) (41) (677) 129 Loss from continuing operations, before income tax benefit $ (13,929) $ (121,057) $ (19,139) $ (123,115) Total segment assets $ 1,576,963 $ 1,180,175 $ 1,576,963 $ 1,180,175 Unallocated corporate assets and eliminations 6,617 20,947 6,617 20,947 Total assets at end of period $ 1,583,580 $ 1,201,122 $ 1,583,580 $ 1,201,122 (1) The net unallocated expenses related to corporate overhead primarily consists of $ 8.4 26.9 1.7 4.1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2015 are as follows (in thousands): 2015 $ 775 2016 2,469 2017 2,143 2018 1,513 2019 1,327 Thereafter 26,821 (1) Total future minimum lease payments $ 35,048 (1) The Company’s lease obligations average $ 1.2 2023 0.4 2081 |
Organization and Description 42
Organization and Description of Business (Details) | Sep. 30, 2015Number | |
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 41 | |
Total Portfolio [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 79 | [1] |
Wholly owned Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 37 | |
Joint Venture Grove properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 4 | |
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 | 30 | |
Joint Venture Owned Copper Beech Properties [Member] | ||
Organization And Description Of Business [Line Items] | ||
Properties in Operation | 5 | [2] |
Total 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 September 30, 2015, this property was classified as held for sale. | |
[2] | The Company holds a 48% ownership interest in 5 unconsolidated properties. See Note 6 for additional information. |
Organization and Description 43
Organization and Description of Business (Details Textual) $ / shares in Units, $ in Billions | 1 Months Ended | 9 Months Ended | |
Oct. 19, 2015USD ($)$ / shares | Sep. 30, 2015Number | ||
Organization And Description Of Business [Line Items] | |||
Real Estate Investment Trust ,Percentage Of Distribute Of Income, Minimum | 90.00% | ||
Properties in Operation | 41 | ||
Parent Company [Member] | Subsequent Event [Member] | |||
Organization And Description Of Business [Line Items] | |||
Business Combination Merger Total Estimated Consideration Per Share | $ / shares | $ 7.03 | ||
Overall Transaction Value Through Business Combination Merger | $ | $ 1.9 | ||
Termination Of Merger Description Terms | The Merger Agreement may be terminated under certain circumstances. The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, Parent may be required to pay the Company a termination fee of $10.0 million. The Merger Agreement also provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay Parent a termination fee of $5.0 million. In the event that stockholder approval is not received for the Merger, the Company will also be required to reimburse Parent’s expenses in an amount up to $1.0 million, which reimbursement would reduce any termination fee subsequently payable by the Company on a dollar-for-dollar basis. Under certain circumstances, including upon payment of the applicable termination fee, the Company is permitted to terminate the Merger Agreement to enter into a definitive agreement with a third party with respect to a Superior Proposal (as defined in the Merger Agreement). | ||
Trs Subsidiary [Member] | |||
Organization And Description Of Business [Line Items] | |||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Property One [Member] | |||
Organization And Description Of Business [Line Items] | |||
Equity Method Investment, Ownership Percentage | 48.00% | ||
Joint Venture Owned Copper Beech Properties [Member] | |||
Organization And Description Of Business [Line Items] | |||
Properties in Operation | [1] | 5 | |
Wholly Owned Copper Beech Properties [Member] | |||
Organization And Description Of Business [Line Items] | |||
Properties in Operation | 30 | ||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Grove Properties [Member] | |||
Organization And Description Of Business [Line Items] | |||
Properties in Operation | 41 | ||
[1] | The Company holds a 48% ownership interest in 5 unconsolidated properties. See Note 6 for additional information. |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Balance at December 31, 2014 | $ (459) | |
Bad debt expense | (2,849) | $ (2,294) |
Write offs | 20 | |
Balance at September 30, 2015 | $ (3,288) |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2015 | Dec. 31, 2013 | |
Interest Costs Capitalized | $ 1,900 | $ 6,200 | |||||
Real Estate Property, Capitalized Of Indirect Costs | 3,900 | 10,800 | |||||
Business Interruption Insurance Recovery | 500 | $ 100 | 1,100 | ||||
Marketing and Advertising Expense | $ 800 | 500 | 1,800 | 1,200 | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total | (716) | (1,614) | (1,269) | (1,391) | |||
Insurance Settlements Receivable | 300 | 300 | $ 5,500 | $ 4,300 | |||
Deferred Finance Costs, Net | 13,000 | $ 13,000 | 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. The lease term for renewing tenants for all properties is typically 12 months. | ||||||
Finite-Lived Intangible Assets, Accumulated Amortization | 6,700 | $ 6,700 | 4,800 | ||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent, Total | (15,297) | (131,599) | (22,081) | (136,815) | 177,700 | ||
Retained Earnings (Accumulated Deficit), Total | (313,418) | (313,418) | (301,566) | ||||
Other Assets | 25,635 | 25,635 | 35,742 | ||||
Pre development Costs | 0 | 29,790 | 0 | 29,790 | |||
Costs for billing of contracts total | 900 | 900 | 49,300 | ||||
Severance Costs | 0 | $ 720 | 570 | $ 720 | |||
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 Long-Lived Assets Held-for-use | 900 | ||||||
Pre development Costs | $ 900 | ||||||
Copper Beech Trademark [Member] | |||||||
Finite-Lived Intangible Assets, Net | 4,100 | 4,100 | |||||
Leases, Acquired-in-Place [Member] | |||||||
Amortization of Intangible Assets | 5,400 | 28,900 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 28,900 | 28,900 | |||||
Finite-Lived Intangible Assets, Gross | 29,500 | 29,500 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 200 | 200 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | $ 400 | $ 400 | |||||
Copper Beech [Member] | |||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | 67.00% | 48.00% | |||
CSH Montreal [Member] | |||||||
Equity Method Investment, Ownership Percentage | 47.00% | 47.00% | |||||
CSH Montreal [Member] | Restatement Adjustment [Member] | |||||||
Other Assets | $ 1,900 | ||||||
Trs Subsidiary [Member] | |||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% |
Student Housing Properties (Det
Student Housing Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Land | $ 120,244 | $ 76,043 |
Buildings and improvements | 1,354,750 | 781,739 |
Furniture, fixtures and equipment | 106,518 | 78,180 |
Student housing properties, Gross | 1,581,512 | 935,962 |
Less: accumulated depreciation | (163,748) | (128,121) |
Student housing properties, net | $ 1,417,764 | $ 807,841 |
Student Housing Properties (D48
Student Housing Properties (Details Textual) $ in Thousands | 1 Months Ended | 9 Months Ended | ||||
Jul. 31, 2013USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Aug. 07, 2015 | Jul. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Proceeds from Insurance Settlement, Investing Activities | $ 2,500 | $ 7,266 | $ 590 | |||
Number of Real Estate Properties | 30 | |||||
Insurance Settlements Receivable | $ 300 | $ 4,300 | $ 5,500 | |||
Write Off of Insurance Settlement Receivable | 300 | |||||
Grove At Pullman [Member] | ||||||
Insurance Settlements Receivable | $ 6,800 | |||||
Grove At Fayetteville Arkansas [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 90.00% |
Strategic Repositioning Initi49
Strategic Repositioning Initiatives (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Severance Costs [Line Items] | |
Balance at December 31, 2014 | $ 5,743 |
New charges | 184 |
Cash payments | (4,076) |
Balance at September 30, 2015 | $ 1,851 |
Strategic Repositioning Initi50
Strategic Repositioning Initiatives (Details Textual) - USD ($) $ in Thousands | Aug. 07, 2015 | Jan. 30, 2015 | Jan. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Strategic Repositioning Initiatives [Line Items] | |||||||
Severance Costs | $ 0 | $ 720 | $ 570 | $ 720 | |||
Proceeds from Sale of Land Held-for-use | $ 28,300 | ||||||
Proceeds from Divestiture of Interest in Joint Venture | 1,900 | ||||||
Payments to Acquire Interest in Joint Venture | $ 1,000 | ||||||
Principal Reduction Amount Funded | 5,000 | ||||||
Proceeds From Sale of Interest | 1,600 | ||||||
Reimbursement of Mortgage Principal Paydown | $ 500 | ||||||
Restricted Stock [Member] | |||||||
Strategic Repositioning Initiatives [Line Items] | |||||||
Severance Costs | $ 0 | 400 | |||||
Accounts Payable and Accrued Liabilities [Member] | |||||||
Strategic Repositioning Initiatives [Line Items] | |||||||
Severance Costs | $ 1,900 | ||||||
Severance Costs Year One | 400 | ||||||
Severance Costs Year Two | $ 1,400 | ||||||
Grove at Stillwater, Oklahoma [Member] | |||||||
Strategic Repositioning Initiatives [Line Items] | |||||||
Percentage of interest in Joint Venture Sold | 10.00% | ||||||
Proceeds from Divestiture of Interest in Joint Venture | $ 1,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Solar investment tax credit | $ 2,116 | $ 2,116 |
Net operating losses | 4,701 | 2,284 |
Other | 20 | 22 |
Less: valuation allowance | (6,185) | (4,002) |
Total deferred tax assets | 652 | 420 |
Deferred tax liabilities: | ||
Depreciation and amortization | (652) | (420) |
Total deferred tax liabilities | (652) | (420) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Unrecognized Tax Benefits, Interest on Income Taxes Expense | $ 0 | $ 0 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,000 | |
Minimum [Member] | ||
Income Taxes [Line Items] | ||
Percentage of REIT Taxable income | 90.00% |
Business Acquisitions (Details)
Business Acquisitions (Details) | Sep. 30, 2015USD ($) |
Copper Beech Acquisition [Member] | |
Assets acquired: | |
Land | $ 45,003 |
Buildings | 553,866 |
Furniture, fixtures and equipment | 21,393 |
Intangibles | 32,824 |
Other assets, including cash of $5,802 | 10,571 |
Total assets acquired | 663,657 |
Liabilities assumed: | |
Mortgage, construction loans and other debt | 300,706 |
Other liabilities | 12,203 |
Total liabilities assumed | 312,909 |
Net assets acquired | 350,748 |
Grove At Fayetteville Arkansas [Member] | |
Assets acquired: | |
Land | 1,008 |
Buildings | 17,759 |
Furniture, fixtures and equipment | 1,253 |
Intangibles | 754 |
Other assets, including cash of $5,802 | 820 |
Total assets acquired | 21,594 |
Liabilities assumed: | |
Mortgage, construction loans and other debt | 14,500 |
Other liabilities | 698 |
Total liabilities assumed | 15,198 |
Net assets acquired | $ 6,396 |
Business Acquisitions (Details
Business Acquisitions (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 46,186 | $ 44,255 | $ 142,029 | $ 124,038 |
Net loss | (13,296) | (126,248) | (49,813) | (150,458) |
Net loss attributable to common shareholders | $ (13,867) | $ (104,343) | $ (45,898) | $ (129,958) |
Business Acquisitions (Detail55
Business Acquisitions (Details Textual) - USD ($) shares in Millions, $ in Millions | Aug. 07, 2015 | Sep. 23, 2015 | Jun. 25, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Apr. 30, 2015 | Dec. 31, 2013 | Feb. 26, 2013 |
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 2.9 | ||||||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 33.4 | ||||||||||||
Amortization | $ 1.9 | $ 4.2 | |||||||||||
Noncontrolling Interest in Operating Partnerships | $ 4.6 | ||||||||||||
Acquisition Costs, Period Cost | $ 2.3 | $ 2.3 | |||||||||||
Business Combination Separately Recognized Transactions Revenues And Gains Reduced Due To Disputed Matters | $ 1.2 | ||||||||||||
Cb Portfolio Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Our Ownership | 48.00% | ||||||||||||
Cb Portfolio Acquisition [Member] | Purchase and Sale Agreement [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Our Ownership | 48.00% | ||||||||||||
Copper Beech [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Acquisitions Costs Of Acquired Entity Purchase Price | $ 230.6 | ||||||||||||
Our Ownership | 100.00% | 100.00% | 100.00% | 100.00% | 67.00% | 48.00% | |||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 2.9 | $ 1 | |||||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 26.8 | 26.8 | |||||||||||
Amortization | 6.7 | $ 28.7 | |||||||||||
First CB Closing [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Acquisition Related Costs | 58.9 | ||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | 37.8 | ||||||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 26.3 | ||||||||||||
Limited Partnership Units Of Operating Partnership Units Issued | 10.4 | 10.4 | 10.4 | 10.4 | |||||||||
Limited Partnership Units Of Operating Partnership Units Issued Value | $ 71.3 | $ 71.3 | $ 71.3 | $ 71.3 | |||||||||
Depreciation | 12.8 | ||||||||||||
Amortization | $ 28.8 | 28.3 | |||||||||||
Second CB Closing [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Acquisition Related Costs | $ 1.4 | ||||||||||||
Limited Partnership Units Of Operating Partnership Units Issued | 2 | 2 | 2 | 2 | |||||||||
Limited Partnership Units Of Operating Partnership Units Issued Value | $ 13 | $ 13 | $ 13 | $ 13 | |||||||||
Copper Beech Kalamazoo [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Our Ownership | 48.00% | 48.00% | 48.00% | 48.00% | |||||||||
Copper Beech Klondike And Copper Beech Northbrook [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Our Ownership | 100.00% | ||||||||||||
Purchase Price Of Interests | $ 4.6 | ||||||||||||
Copper Beech Klondike [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage Of Interest To Acquire | 15.00% | ||||||||||||
Copper Beech Northbrook [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage Of Interest To Acquire | 16.00% | ||||||||||||
Grove At Fayetteville Arkansas [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | $ 1 | ||||||||||||
Business Combination, Separately Recognized Transactions, Revenues and Gains Recognized | $ 0.4 | ||||||||||||
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | $ 0.6 | ||||||||||||
Business Combination, Separately Recognized Transactions, Net Gains and Losses | $ 6.4 | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 90.00% | ||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 10.00% | ||||||||||||
Equity Method Investment, Other than Temporary Impairment | $ 7.2 |
Asset Dispositions and Discon56
Asset Dispositions and Discontinued Operations (Details) - Construction And Development Operations [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | $ 93 | $ 1,118 |
Other assets | $ 14 | 634 |
Costs and earnings in excess of construction billings | 3,887 | |
Total assets | $ 107 | 5,639 |
Accounts payable and accrued expenses | 65 | 4,711 |
Construction billings in excess of cost and earnings | 0 | 481 |
Total liabilities | 65 | 5,192 |
Total net assets | $ 42 | $ 447 |
Asset Dispositions and Discon57
Asset Dispositions and Discontinued Operations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations | $ 0 | $ (5,506) | $ (1,157) | $ (3,191) |
Construction And Development Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 0 | 5,589 | 0 | 23,217 |
Construction and development service expense | 0 | (8,225) | (1,157) | (23,538) |
Severance | 0 | (2,870) | 0 | (2,870) |
Income (loss) from discontinued operations | $ 0 | $ (5,506) | $ (1,157) | $ (3,191) |
Asset Dispositions and Discon58
Asset Dispositions and Discontinued Operations (Details Textual) - USD ($) $ in Thousands | Sep. 10, 2015 | Sep. 02, 2015 | Aug. 07, 2015 | Feb. 09, 2015 | Mar. 31, 2015 | Jan. 30, 2015 | Jan. 16, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
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 | $ 100 | $ 1,400 | $ 3,800 | $ 3,100 | ||||||
Proceeds from Sale of Notes Receivable | $ 1,300 | |||||||||
Secured Debt | $ 602,223 | $ 300,673 | ||||||||
Gains (Losses) on Extinguishment of Debt | $ (100) | $ 4,600 | ||||||||
Guarantees [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Secured Debt | 500 | $ 3,300 | ||||||||
Joint Venture [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Gain (Loss) on Sale of Properties | $ 3,700 | $ 500 | $ 2,200 | $ 1,000 | ||||||
Equity Method Investment, Ownership Percentage | 63.90% | 10.00% | 20.00% | 63.90% | 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 59
Investment in Unconsolidated Entities (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015USD ($)Number | Dec. 31, 2014USD ($) | Sep. 30, 2013 | ||
Schedule of Equity Method Investments [Line Items] | ||||
Number of Properties, In Operations | Number | 12 | |||
Net Total Investment | $ 81,852 | $ 259,740 | ||
Amount Outstanding | $ 418,597 | |||
Debt, Weighted Average Interest Rate | 4.00% | |||
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 | Number | 5 | |||
Net Total Investment | $ 45,249 | |||
Amount Outstanding | [1] | $ 159,686 | ||
Debt, Weighted Average Interest Rate | [2] | 5.05% | ||
Debt, Maturity Start Date | Jun. 6, 2016 | |||
Debt, Maturity End Date | Oct. 1, 2020 | |||
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 | Number | 2 | |||
Net Total Investment | $ 6,178 | |||
Amount Outstanding | [1] | $ 35,836 | ||
Debt, Weighted Average Interest Rate | [3] | 2.34% | ||
Debt, Maturity Start Date | Dec. 19, 2015 | |||
Debt, Maturity End Date | Sep. 30, 2016 | |||
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 | Number | 1 | |||
Net Total Investment | $ 19,196 | |||
Amount Outstanding | [1] | $ 96,158 | ||
Debt, Weighted Average Interest Rate | [3] | 2.39% | ||
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 | Number | 2 | |||
Net Total Investment | $ 7,512 | |||
Amount Outstanding | [1] | $ 45,031 | ||
Debt, Weighted Average Interest Rate | [3] | 2.38% | ||
Debt, Maturity Start Date | Sep. 6, 2016 | |||
Debt, Maturity End Date | Sep. 30, 2018 | |||
CSH Montreal [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Our Ownership | 47.00% | |||
Year Founded | 2,013 | |||
Number of Properties, In Operations | Number | 2 | |||
Net Total Investment | $ 3,717 | |||
Amount Outstanding | [1] | $ 81,886 | ||
Debt, Weighted Average Interest Rate | [3] | 5.48% | ||
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. |
Investment in Unconsolidated 60
Investment in Unconsolidated Entities (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Assets | |||
Intangible assets | $ 4,691 | $ 0 | |
Liabilities and Equity | |||
Carrying value of investment in HSRE and other non-Copper Beech entities | 81,852 | 259,740 | |
HSRE and DCV Holdings [Member] | |||
Assets | |||
Student housing properties, net | 397,751 | 437,108 | |
Development in Process | 0 | 7,429 | |
Other assets | 10,777 | 12,947 | |
Total assets | 408,528 | 457,484 | |
Liabilities and Equity | |||
Mortgage and construction loans | 258,013 | 354,759 | |
Other liabilities | 13,624 | 29,364 | |
Owners' equity | 136,891 | 73,361 | |
Total liabilities and owners' equity | 408,528 | 457,484 | |
Company's share of historical owners' equity | (44,639) | (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] | (15,358) | 3,219 |
Carrying value of investment in HSRE and other non-Copper Beech entities | 36,603 | 41,022 | |
Copper Beech [Member] | |||
Assets | |||
Student housing properties, net | 254,736 | 906,614 | |
Intangible assets | 1,866 | 7,212 | |
Other assets | 4,423 | 14,293 | |
Total assets | 261,025 | 928,119 | |
Liabilities and Equity | |||
Mortgage and construction loans | 166,757 | 476,985 | |
Other liabilities | 3,278 | 15,541 | |
Owners' equity | 90,990 | 435,593 | |
Total liabilities and owners' equity | 261,025 | 928,119 | |
Company's share of historical owners' equity | (43,675) | (199,281) | |
Net difference in carrying value of investment versus net book value of underlying net assets | [3] | 1,574 | 19,437 |
Carrying value of investment in HSRE and other non-Copper Beech entities | $ 45,249 | $ 218,718 | |
[1] | As of September 30, 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 $1.9 million, respectively, entitling the Company to a 9.0% return on its investment upon the respective property being operational. | ||
[2] | This amount represents the aggregate difference between the Company’s carrying amount and its underlying equity in the net assets of its investments, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the other than temporary impairments recorded during 2014, the difference between the allocated value to acquired entity interests and the venture’s basis in those interests, the capitalization of additional investment in the unconsolidated entities, and the elimination of service related revenue to the extent of the Company’s percentage ownership. | ||
[3] | This amount represents the aggregate difference between the historical cost basis and the basis reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily due to the impairment recognized during the year ended December 31, 2014 in connection with not exercising the Copper Beech purchase option, offset by the capitalization of transaction costs incurred to acquire the Company's interests in the Copper Beech entities. |
Investment in Unconsolidated 61
Investment in Unconsolidated Entities (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Expenses: | ||||
Net loss | $ 1,085 | $ 869 | $ 2,896 | $ (1,623) |
HSRE and DCV Holdings [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | 1,474 | 8,229 | 19,977 | 21,107 |
Expenses: | ||||
Operating expenses | 2,500 | 5,691 | 15,259 | 12,886 |
Interest expense | 1,360 | 2,089 | 7,508 | 4,329 |
Depreciation and amortization | 1,474 | 2,037 | 9,200 | 5,902 |
Other (income) expense | (22) | 24 | 43 | 70 |
Total expenses | 5,312 | 9,841 | 32,010 | 23,187 |
Net loss | (3,838) | (1,612) | (12,033) | (2,080) |
Copper Beech [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenues | 6,978 | 22,413 | 19,781 | 60,706 |
Expenses: | ||||
Operating expenses | 2,845 | 9,310 | 7,241 | 23,881 |
Interest expense | 2,210 | 3,708 | 6,337 | 9,660 |
Depreciation and amortization | 1,161 | 8,131 | 3,329 | 27,767 |
Other (income) expense | (323) | 395 | (22) | 1,021 |
Total expenses | $ 5,893 | $ 21,544 | $ 16,885 | $ 62,329 |
Investment in Unconsolidated 62
Investment in Unconsolidated Entities (Details Textual) $ in Thousands, CAD in Millions | 1 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2013USD ($) | Feb. 28, 2013USD ($) | Sep. 30, 2015USD ($)Number | Sep. 30, 2015CAD | Sep. 30, 2015CADNumber | Sep. 02, 2015 | Aug. 11, 2015USD ($) | Aug. 07, 2015 | Jan. 31, 2015 | Jan. 30, 2015Number | Dec. 31, 2014USD ($) | Sep. 02, 2014 | Aug. 18, 2014Number | Jan. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Preferred Stock, Value, Issued | $ 61 | $ 61 | ||||||||||||
Consideration Paid for Amendment of Agreement | $ 4,000 | |||||||||||||
Payments to Acquire Productive Assets | $ 230,600 | |||||||||||||
Repayments of Debt | $ 106,700 | |||||||||||||
Cash Funded Obligation | $ 1,000 | |||||||||||||
35 Student Housing Properties [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Percentage Of Ownership | 48.00% | |||||||||||||
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] | 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 | 28 | |||||||||||||
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 | $ 11,900 | CAD 16 | ||||||||||||
HIM Holdings LP [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Payments to Acquire Assets, Investing Activities | 48,500 | CAD 65 | ||||||||||||
HIM Holdings LP [Member] | Maximum [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 47.00% | 47.00% | ||||||||||||
HIM Holdings LP [Member] | Minimum [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 20.00% | |||||||||||||
CSH Montreal [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 60.50% | |||||||||||||
Payments to Acquire Assets, Investing Activities | 83,500 | CAD 112 | ||||||||||||
Return On Investment Of Properties | 39.50% | |||||||||||||
Cash Funded Obligation | $ 1,000 | CAD 1.4 | ||||||||||||
Grove At Fayetteville Arkansas [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Sale Of Ownership Interest | 10.00% | 20.00% | ||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 90.00% | |||||||||||||
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 | |||||||||||
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 | Sep. 30, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||
Fixed-rate mortgage loans | [1],[2] | $ 435,220 | $ 163,341 |
Variable-rate mortgage loans | [2] | 16,420 | 16,613 |
Construction loans | [1],[2] | 150,583 | 120,719 |
Total mortgage and construction loans | 602,223 | 300,673 | |
Line of credit | [1] | 263,500 | 217,500 |
Exchangeable senior notes | [2] | 97,925 | 97,419 |
Other debt | [2] | 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 million of the increase in the fixed-rate mortgage loans, $34.0 million of the increase in the construction loans and $3.3 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. | ||
[2] | See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $263.5 million line of credit is not measured at fair value. |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | |||
Debt Instrument [Line Items] | ||||
Face Amount | $ 964,763 | |||
Carrying Value | 602,223 | $ 300,673 | ||
The Grove at Muncie [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | 13,892 | |||
Carrying Value | $ 13,892 | 13,892 | ||
Stated Interest Rate | LIBOR + 225 BPS | |||
Interest Rate | 2.44% | |||
Maturity Date | [1] | Jun. 21, 2016 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
The Grove at Slippery Rock [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 17,961 | |||
Carrying Value | $ 17,738 | 16,031 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.34% | |||
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 | |||
Carrying Value | $ 18,998 | 19,073 | ||
Stated Interest Rate | LIBOR + 190 BPS | |||
Interest Rate | 2.09% | |||
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 | |||
Carrying Value | $ 13,887 | 10,886 | ||
Stated Interest Rate | LIBOR + 220 BPS | |||
Interest Rate | 2.39% | |||
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 | $ 0 | |||
Carrying Value | $ 0 | 12,474 | ||
Stated Interest Rate | - | |||
Interest Rate | 0.00% | |||
Mortgage Notes Payable Amortization Terms | [2] | - | ||
The Grove At Gainesville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 30,069 | |||
Carrying Value | $ 25,592 | 22,836 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.34% | |||
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 | |||
Carrying Value | $ 22,051 | 21,170 | ||
Stated Interest Rate | LIBOR + 225 BPS | |||
Interest Rate | 2.44% | |||
Maturity Date | [1] | May 2, 2017 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
Toledo Vivo [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 9,404 | |||
Carrying Value | $ 4,377 | 4,357 | ||
Stated Interest Rate | LIBOR + 215 BPS | |||
Interest Rate | 2.34% | |||
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 | $ 9,072 | |||
Carrying Value | $ 9,072 | 0 | [3] | |
Stated Interest Rate | LIBOR + 250 BPS | |||
Interest Rate | 2.69% | |||
Maturity Date | [1] | Feb. 1, 2017 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Statesboro GA Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 9,226 | |||
Carrying Value | $ 9,226 | 0 | [3] | |
Stated Interest Rate | LIBOR + 250 BPS | |||
Interest Rate | 2.69% | |||
Maturity Date | [1] | Nov. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [4] | 30 years | ||
Auburn AL [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,750 | |||
Carrying Value | $ 15,750 | 0 | [3] | |
Stated Interest Rate | LIBOR + 200 BPS | |||
Interest Rate | 2.19% | |||
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 | |||
Carrying Value | $ 16,420 | 16,613 | ||
Stated Interest Rate | 2.15 | |||
Interest Rate | 2.34% | |||
Maturity Date | [1] | Mar. 1, 2017 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Milledgeville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,477 | |||
Carrying Value | $ 15,477 | 15,640 | ||
Stated Interest Rate | 6.12 | |||
Interest Rate | 6.12% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Carrollton and The Grove at Las Cruces [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 28,376 | |||
Carrying Value | $ 28,376 | 28,674 | ||
Stated Interest Rate | 6.13 | |||
Interest Rate | 6.13% | |||
Maturity Date | [1] | Oct. 11, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Asheville [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 14,166 | |||
Carrying Value | $ 14,166 | 14,304 | ||
Stated Interest Rate | 5.77 | |||
Interest Rate | 5.77% | |||
Maturity Date | [1] | Apr. 11, 2017 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Ellensburg [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,669 | |||
Carrying Value | $ 15,669 | 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 | $ 16,666 | |||
Carrying Value | $ 16,666 | 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 | $ 14,753 | |||
Carrying Value | $ 14,753 | 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 | $ 16,028 | |||
Carrying Value | $ 16,028 | 16,238 | ||
Stated Interest Rate | 4.03 | |||
Interest Rate | 4.03% | |||
Maturity Date | [1] | Jul. 1, 2022 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Columbia [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 22,396 | |||
Carrying Value | $ 22,382 | 22,738 | ||
Stated Interest Rate | 3.83 | |||
Interest Rate | 3.83% | |||
Maturity Date | [1] | Jul. 1, 2022 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Statesboro [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 18,100 | |||
Carrying Value | $ 17,895 | 18,100 | ||
Stated Interest Rate | 4.01 | |||
Interest Rate | 4.01% | |||
Maturity Date | [1] | Jan. 1, 2023 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Copper Beech I State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 4,919 | |||
Carrying Value | $ 4,994 | 0 | [3] | |
Stated Interest Rate | 5.61 | |||
Interest Rate | 5.61% | |||
Maturity Date | [1] | Feb. 11, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Copper Beech II State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 8,353 | |||
Carrying Value | $ 9,265 | 0 | [3] | |
Stated Interest Rate | 5.97 | |||
Interest Rate | 5.97% | |||
Maturity Date | [1] | Aug. 1, 2019 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Oakwood State College [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 5,502 | |||
Carrying Value | $ 6,022 | 0 | [3] | |
Stated Interest Rate | 4.99 | |||
Interest Rate | 4.99% | |||
Maturity Date | [1] | Oct. 1, 2020 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
IUP Phase I Indiana [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 6,500 | |||
Carrying Value | $ 6,500 | 0 | [3] | |
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 | $ 5,854 | |||
Carrying Value | $ 5,855 | 0 | [3] | |
Stated Interest Rate | 5.90 | |||
Interest Rate | 5.90% | |||
Maturity Date | [1] | Oct. 1, 2015 | ||
Mortgage Notes Payable Amortization Terms | [6] | 30 years | ||
Radford [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 11,807 | |||
Carrying Value | $ 12,310 | 0 | [3] | |
Stated Interest Rate | 5.99 | |||
Interest Rate | 5.99% | |||
Maturity Date | [1] | Nov. 6, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Bloomington [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 10,354 | |||
Carrying Value | $ 8,815 | 0 | [3] | |
Stated Interest Rate | 6.22 | |||
Interest Rate | 6.22% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
CMU Phase I Mount Pleasant MI [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 17,911 | |||
Carrying Value | $ 17,913 | 0 | [3] | |
Stated Interest Rate | 5.47 | |||
Interest Rate | 5.47% | |||
Maturity Date | [1] | Dec. 1, 2015 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Allendale Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 22,616 | |||
Carrying Value | $ 23,502 | 0 | [3] | |
Stated Interest Rate | 5.98 | |||
Interest Rate | 5.98% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Allendale Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 11,485 | |||
Carrying Value | $ 12,329 | 0 | [3] | |
Stated Interest Rate | 6.27 | |||
Interest Rate | 6.27% | |||
Maturity Date | [1] | Sep. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Columbia MO [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 23,373 | |||
Carrying Value | $ 24,347 | 0 | [3] | |
Stated Interest Rate | 6.22 | |||
Interest Rate | 6.22% | |||
Maturity Date | [1] | Oct. 1, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Statesboro GA Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 29,862 | |||
Carrying Value | $ 31,766 | 0 | [3] | |
Stated Interest Rate | 5.81 | |||
Interest Rate | 5.81% | |||
Maturity Date | [1] | Oct. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Columbia SC Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 35,661 | |||
Carrying Value | $ 38,119 | 0 | [3] | |
Stated Interest Rate | 6.27 | |||
Interest Rate | 6.27% | |||
Maturity Date | [1] | Sep. 6, 2017 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Columbia SC Phase II [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 5,837 | |||
Carrying Value | $ 6,498 | 0 | [3] | |
Stated Interest Rate | 5.41 | |||
Interest Rate | 5.41% | |||
Maturity Date | [1] | Aug. 1, 2020 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
IUP Buy - Indiana [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 2,307 | |||
Carrying Value | $ 2,376 | 0 | [3] | |
Stated Interest Rate | 5.45 | |||
Interest Rate | 5.45% | |||
Maturity Date | [1] | Jun. 6, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
San Marcos, TX Phase I [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 32,718 | |||
Carrying Value | $ 33,697 | 0 | [3] | |
Stated Interest Rate | 5.45 | |||
Interest Rate | 5.45% | |||
Maturity Date | [1] | Jun. 6, 2016 | ||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
Fresno, CA [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 15,000 | |||
Carrying Value | $ 15,000 | 0 | [2] | |
Stated Interest Rate | 2 | |||
Interest Rate | 2.19% | |||
Mortgage Notes Payable Amortization Terms | [5] | 30 years | ||
The Grove at Fayetteville, AR [Member] | ||||
Debt Instrument [Line Items] | ||||
Face Amount | $ 14,500 | |||
Carrying Value | $ 14,500 | $ 0 | [7] | |
Stated Interest Rate | 5.45 | |||
Interest Rate | 5.64% | |||
Maturity Date | [1] | Sep. 1, 2018 | ||
Mortgage Notes Payable Amortization Terms | Interest only | |||
[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] | 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. | |||
[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] | Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until maturity when all principal is due. | |||
[6] | The Company paid the IUP Phase II - Indiana loan in full on October 1, 2015. | |||
[7] | On August 7, 2015, the Company completed the purchase of HSRE’s interest in The Grove at Fayetteville. |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
2,015 | $ 27,780 | |
2,016 | 242,120 | |
2,017 | 441,340 | |
2,018 | 179,659 | |
2,019 | 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 | $ 618,419 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jan. 30, 2015 | Jan. 31, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 21, 2015 | Dec. 31, 2014 | ||
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 | $ 46,914,000 | $ 109,414,000 | |||||||
Long-Term Line Of Credit | [1] | $ 263,500,000 | $ 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 | 1,900,000 | $ 4,200,000 | |||||||
Other Long-Term Debt | [2] | $ 8,289,000 | 8,289,000 | $ 2,827,000 | |||||
Exchangeable Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Increase, Additional Borrowings | 2,100,000 | ||||||||
Debt instrument Operating Partnership issued | $ 100,000,000 | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.53% | 5.53% | 4.75% | ||||||
Debt Instrument Shares Initial Exchange Rate | 79.602 | 79.602 | |||||||
Debt Instrument, Common stock Percentage Of Exchange Price | $ 12.56 | $ 12.56 | |||||||
Amortization of Financing Costs | $ 200,000 | $ 200,000 | $ 500,000 | 500,000 | |||||
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 | 97,900,000 | $ 97,900,000 | |||||||
Additional Paid in Capital, Total | 2,100,000 | $ 2,100,000 | |||||||
Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage Ratio For Base Rate Based Borrowings | 2.65% | ||||||||
Long-Term Line Of Credit | 50,000,000 | $ 50,000,000 | |||||||
Copper Beech [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Amortization of Financing Costs | 800,000 | $ 600,000 | 2,300,000 | 1,600,000 | |||||
Long-Term Line Of Credit | $ 46,000,000 | ||||||||
Amortization | $ 6,700,000 | $ 28,700,000 | |||||||
Other Long-Term Debt | 3,300,000 | ||||||||
Copper Beech [Member] | Fixed Rate Residential Mortgage [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | 259,300,000 | ||||||||
Copper Beech [Member] | Construction Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | 34,000,000 | ||||||||
Copper Beech [Member] | Other Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Increase (Decrease), Net, Total | $ 3,300,000 | ||||||||
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 | 0.50% | ||||||||
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 | 2.70% | ||||||||
Line of Credit Facility, Current Borrowing Capacity | 36,500,000 | $ 36,500,000 | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | 2,100,000 | $ 2,100,000 | ||||||
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 | $ 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 $259.3 million of the increase in the fixed-rate mortgage loans, $34.0 million of the increase in the construction loans and $3.3 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. | ||||||||
[2] | See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $263.5 million line of credit is not measured at fair value. |
Derivative Instruments and He67
Derivative Instruments and Hedging Activities (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Interest Rate Cap One [Member] | |
Derivatives, Fair Value [Line Items] | |
Derivative, Maturity Date | Jan. 22, 2016 |
Derivative Liability, Notional Amount | $ 100 |
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 | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed-rate mortgage loans | [1],[2] | $ 435,220 | $ 163,341 |
Variable-rate mortgage loans | [2] | 16,420 | 16,613 |
Construction loans | [1],[2] | 150,583 | 120,719 |
Exchangeable Senior Notes | [2] | 97,925 | 97,419 |
Other Debt | [2] | 8,289 | 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 | 403,543 | 164,808 | |
Variable-rate mortgage loans | 16,312 | 16,467 | |
Construction loans | 149,999 | 119,952 | |
Exchangeable Senior Notes | 101,322 | 101,793 | |
Other Debt | 6,089 | 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 $259.3 million of the increase in the fixed-rate mortgage loans, $34.0 million of the increase in the construction loans and $3.3 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. | ||
[2] | See Note 9 where total debt agrees to the face of the financial statements. This schedule will not agree to the financial statements because the $263.5 million line of credit is not measured at fair value. |
Fair Value Disclosures (Detai69
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 [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 [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 [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 [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 (Detai70
Fair Value Disclosures (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2014 | Sep. 30, 2015 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Debt, Weighted Average Interest Rate | 3.65% | 3.91% | |
Equity Method Investments | $ 259,740 | $ 81,852 | |
Long-Term Line Of Credit | [1] | 217,500 | $ 263,500 |
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 [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Equity Method Investments | $ 6,900 | ||
CSH Montreal [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% | ||
[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 million of the increase in the fixed-rate mortgage loans, $34.0 million of the increase in the construction loans and $3.3 million of the increase in other debt related to Copper Beech letters of credit. During January 2015, the Company drew $46.0 million on its line of credit to fund the First CB Closing. |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Earnings Per Share [Line Items] | ||||||
Loss from continuing operations | $ (14,093) | $ (122,188) | $ (19,303) | $ (123,846) | ||
Preferred stock dividends | (3,050) | (3,050) | (9,150) | (9,150) | ||
Loss from continuing operations attributable to noncontrolling interests | (2,451) | (731) | (8,617) | (751) | ||
Loss from continuing operations attributable to common stockholders | (14,692) | (124,507) | (19,836) | (132,245) | ||
Loss from discontinued operations | 0 | (5,506) | (1,157) | (3,191) | ||
Loss from discontinued operations attributable to noncontrolling interests | 0 | (39) | 9 | (22) | ||
Basic and diluted earnings per share: | ||||||
Loss from continuing operations attributable to common stockholders | (14,692) | (124,507) | (19,836) | (132,245) | ||
Loss from discontinued operations attributable to common stockholders | 0 | (5,467) | (1,166) | (3,169) | ||
Net loss attributable to common stockholders | (14,692) | (129,974) | (21,002) | (135,414) | ||
Effect of Dilutive Securities | ||||||
Interest expense on exchangeable debt | 1,356 | 4,069 | ||||
Diluted: | $ (13,336) | $ (129,974) | $ (16,933) | $ (135,414) | ||
Basic and diluted earnings per share: | ||||||
Loss from continuing operations attributable to common stockholders | 64,762 | 64,770 | 64,746 | 64,650 | ||
Loss from discontinued operations attributable to common stockholders | 64,762 | 64,770 | 64,746 | 64,650 | ||
Net loss attributable to common stockholders | 64,762 | 64,770 | 64,746 | 64,650 | ||
Effect of Dilutive Securities | ||||||
Incremental shares from assumed conversion | 18,797 | 434 | 18,797 | [1] | 434 | [1] |
Diluted: | 83,559 | 65,204 | 83,543 | 65,084 | ||
Basic and diluted earnings per share: | ||||||
Loss from continuing operations attributable to common stockholders | $ (0.23) | $ (1.92) | $ (0.30) | $ (2.04) | ||
Income (loss) from discontinued operations attributable to common stockholders | 0 | (0.09) | (0.02) | (0.05) | ||
Net loss attributable to common stockholders | $ (0.23) | $ (2.01) | $ (0.32) | $ (2.09) | ||
[1] | The effect of the inclusion of all potentially dilutive securities for the three and nine months ended September 30, 2015 would be anti-dilutive when computing diluted earnings per share. Therefore, the computation of both basic and diluted earnings per share is the same. For the three and nine months ended September 30, 2015 and 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. |
Equity (Details)
Equity (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Class of Stock [Line Items] | ||
Common shares at beginning of period | 64,742 | 64,502 |
Issuance of common shares | 239 | 0 |
Issuance of restricted shares | 63 | 357 |
Forfeiture of restricted shares | (288) | (80) |
Common shares at end of period | 64,756 | 64,779 |
Equity (Details 1)
Equity (Details 1) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Changes in shares Of Operating Partnership Units [Line Items] | ||
OP Units at beginning of period | 401 | 434 |
Issuance of OP Units | 12,408 | 0 |
OP Units at end of period | 12,809 | 434 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Stockholders Equity [Line Items] | |||
Preferred Stock Dividend Rate Percentage | 8.00% | 8.00% | |
Operating Partnership Units Outstanding | 77.6 | ||
Preferred stock, liquidation preference per share | $ 25 | $ 25 | |
Preferred Stock Redemption Price Per Share | $ 25 | ||
Operating Partnership Issued To The Sellers | $ 2 | $ 10.4 | |
Parent Company [Member] | |||
Stockholders Equity [Line Items] | |||
Operating Partnership Units Outstanding | 64.8 | ||
Percentage Of Operating Partnership Units Held | 83.50% | ||
Other Partners [Member] | |||
Stockholders Equity [Line Items] | |||
Operating Partnership Units Outstanding | 12.8 | ||
Percentage Of Operating Partnership Units Held | 16.50% | ||
Fair Market Value Of Operating Partnership Units | $ 68.1 | ||
Per Unit Fair Market Value Of Operating Partnership Units | $ 5.32 | ||
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 |
Incentive Plans (Details)
Incentive Plans (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Incentive Plans [Line Items] | |
Weighted Average Grant Price, Unvested shares at beginning of period (carry-forward) | $ / shares | $ 11.28 |
Weighted Average Grant Price, Granted | $ / shares | 6.18 |
Weighted Average Grant Price, Vested | $ / shares | 7.75 |
Weighted Average Grant Price, Forfeited | $ / shares | 7.78 |
Weighted Average Grant Price, Unvested shares at March 31, 2015 | $ / shares | $ 7.72 |
Restricted Stock [Member] | |
Incentive Plans [Line Items] | |
Unvested shares at December 31, 2014 | 288 |
Granted | 56 |
Vested | (152) |
Forfeited | (68) |
Unvested shares at March 31, 2015 | 124 |
Incentive Plans (Details Textua
Incentive Plans (Details Textual) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Incentive Plans [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6.5 | 6.5 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5 | 5 | 5.1 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 600 | $ 600 | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 4 months 24 days | ||||
Amortization of restricted stock awards and operating partnership units | $ 1,889 | ||||
Restricted Stock [Member] | |||||
Incentive Plans [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 300 | $ 900 | 1,900 | $ 1,400 | |
Amortization of restricted stock awards and operating partnership units | $ 500 | 1,300 | |||
Stock Granted, Value, Share-based Compensation, Net of Forfeitures, Total | $ 400 | $ 200 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | Aug. 01, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 23, 2008 |
Related Party Transaction [Line Items] | |||||||
Related Party Amount Paid | $ 100 | $ 300 | |||||
Upfront Payment | 100 | ||||||
Related Party Monthly Fees Receivable | 200 | $ 300 | 900 | $ 1,000 | |||
Operating lease costs | 200 | 700 | $ 600 | 1,800 | |||
Tax Protection Period | 7 years | ||||||
Debt Instrument, Face Amount | 964,763 | $ 964,763 | |||||
Long-term Debt, Total | 971,937 | 971,937 | $ 618,419 | ||||
Severance Costs | 0 | $ 720 | 570 | $ 720 | |||
Secured Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | $ 1,500 | ||||||
Long-term Debt, Total | 1,500 | $ 1,500 | |||||
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 September 30, 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 5 of the Copper Beech Portfolio properties | |||||
Minimum Amount Of Debt Of Operating Partnership To Be Transferred To Sellers | 100,000 | $ 100,000 | |||||
Business Combination, Consideration Transferred | 400 | ||||||
Cb Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to Other Related Parties | $ 2,600 | $ 2,600 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2014 | ||
Student Housing Operations: | |||||||
Revenues from external customers | $ 44,609 | $ 28,309 | $ 130,617 | $ 78,010 | |||
Operating expenses | 54,228 | 61,408 | 162,761 | 106,439 | |||
Severance expense | 0 | 720 | 570 | 720 | |||
Impairment of unconsolidated entities | 0 | 50,866 | |||||
Equity in earnings (losses) of unconsolidated entities | (973) | 635 | (2,332) | 63 | |||
Operating income (loss) | (10,592) | (117,377) | (34,476) | (113,279) | |||
Investment in unconsolidated entities | 81,852 | 81,852 | $ 259,740 | ||||
Effect of not exercising Copper Beech purchase option | 0 | (34,047) | 0 | (34,047) | |||
Total consolidated revenues | 159 | 281 | 600 | 711 | |||
Interest expense | (9,239) | (3,639) | (26,297) | (9,965) | |||
Gain On Purchase Of Copper Beech | (1,242) | 0 | 26,793 | 0 | |||
Gain on sale of land and unconsolidated joint ventures | 1,400 | 0 | 9,148 | 0 | |||
Impairment of land & pre-development costs | 0 | 29,790 | 0 | 29,790 | |||
Write off of other assets | 0 | (50,866) | |||||
Other income (expense) | (626) | (41) | (677) | 129 | |||
Income tax (expense) / benefit | 164 | 1,131 | 164 | 731 | |||
Total assets at end of period | 1,583,580 | 1,583,580 | 1,174,042 | ||||
Grove and evo Operations [Member] | |||||||
Student Housing Operations: | |||||||
Revenues from external customers | 28,408 | 28,028 | 90,015 | 77,299 | |||
Operating expenses | 25,025 | 19,358 | 68,174 | 54,699 | |||
Income (loss) from wholly-owned student housing operations | 3,383 | 8,670 | 21,841 | 22,600 | |||
Severance expense | 0 | 0 | (570) | 0 | |||
Impairment of unconsolidated entities | 0 | (50,866) | 0 | (50,866) | |||
Equity in earnings (losses) of unconsolidated entities | (1,401) | 444 | (3,842) | 863 | |||
Operating income (loss) | 1,982 | (41,752) | 17,429 | (27,403) | |||
Depreciation and amortization | 7,781 | 6,724 | 23,018 | 20,468 | |||
Capital expenditures | 7,491 | 43,964 | 21,679 | 125,269 | |||
Investment in unconsolidated entities | 36,603 | 48,591 | 36,603 | 48,591 | $ 48,591 | ||
Total segment assets at end of period | 897,954 | 960,912 | 897,954 | 960,912 | $ 960,912 | ||
Write off of other assets | 0 | 50,866 | 0 | 50,866 | |||
Copper Beech Operations [Member] | |||||||
Student Housing Operations: | |||||||
Revenues from external customers | 16,042 | 0 | 40,002 | 0 | |||
Operating expenses | 13,329 | 0 | 30,382 | 0 | |||
Income (loss) from wholly-owned student housing operations | (2,550) | 0 | (19,168) | 0 | |||
Equity in earnings (losses) of unconsolidated entities | 428 | 191 | 1,510 | (800) | |||
Operating income (loss) | (2,122) | (33,856) | (17,658) | (34,847) | |||
Depreciation and amortization | 10,480 | 0 | 41,583 | 0 | |||
Capital expenditures | 1,018 | 0 | 2,056 | 0 | |||
Investment in unconsolidated entities | 45,249 | 219,263 | 45,249 | 219,263 | |||
Total segment assets at end of period | 679,009 | 219,263 | 679,009 | 219,263 | |||
Intangible amortization of in place leases | 5,263 | 0 | 28,788 | 0 | |||
Effect of not exercising Copper Beech purchase option | 0 | (34,047) | 0 | (34,047) | |||
Property Management Services [Member] | |||||||
Student Housing Operations: | |||||||
Revenues from external customers | 159 | 281 | 600 | 711 | |||
Operating expenses | 85 | 1,767 | 767 | 2,749 | |||
Operating income (loss) | 152 | 429 | 126 | 40 | |||
Depreciation and amortization | 130 | 38 | 767 | 63 | |||
Intersegment revenues | 78 | 1,915 | 293 | 2,078 | |||
Total segment revenues | 237 | 2,196 | 893 | 2,789 | |||
Total assets at end of period | 0 | 0 | 0 | 0 | |||
Reconciliations [Member] | |||||||
Student Housing Operations: | |||||||
Impairment of unconsolidated entities | 796 | 7,765 | 2,162 | 7,765 | |||
Total segment assets at end of period | 1,576,963 | 1,180,175 | 1,576,963 | 1,180,175 | |||
Intersegment revenues | (78) | (1,915) | (293) | (2,078) | |||
Total segment revenues | 44,687 | 30,224 | 130,910 | 80,088 | |||
Total consolidated revenues | 44,609 | 28,309 | 130,617 | 78,010 | |||
Segment operating income (loss) | 12 | (75,179) | (103) | (62,210) | |||
Interest expense | (9,239) | (3,639) | (26,297) | (9,965) | |||
Transaction Costs | (758) | (286) | (3,890) | (2,331) | |||
Gain On Purchase Of Copper Beech | (1,242) | 0 | 26,793 | 0 | |||
Gain on purchase of unconsolidated entity | 6,370 | 0 | 6,370 | 0 | |||
Gain on sale of land and unconsolidated joint ventures | 1,400 | 0 | 9,148 | 0 | |||
Corporate depreciation and amortization | (522) | (274) | (1,162) | (739) | |||
Impairment of land & pre-development costs | 0 | (29,790) | 0 | (29,790) | |||
Net unallocated expenses and eliminations | [1] | (8,528) | (4,083) | (27,159) | (10,444) | ||
Write off of other assets | (796) | (7,765) | (2,162) | (7,765) | |||
Other income (expense) | (626) | (41) | (677) | 129 | |||
Income tax (expense) / benefit | (13,929) | (121,057) | (19,139) | (123,115) | |||
Unallocated corporate assets and eliminations | 6,617 | 20,947 | 6,617 | 20,947 | |||
Total assets at end of period | $ 1,583,580 | $ 1,201,122 | $ 1,583,580 | $ 1,201,122 | |||
[1] | The net unallocated expenses related to corporate overhead primarily consists of $8.4 million and $26.9 million of general and administrative costs for the three and nine months ended September 30, 2015 respectively. For the three and nine months ended September 30, 2015, these amounts include $1.7 million and $4.1 million respectively of costs associated with the ongoing strategic repositioning and restructuring initiatives. |
Segments (Details) (Parenthetic
Segments (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
General and Administrative Expense, Total | $ 8,404 | $ 3,178 | $ 26,865 | $ 10,332 |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
General and Administrative Expense, Total | 8,400 | 26,900 | ||
Restructuring Costs | $ 1,700 | $ 4,100 |
Commitments and Contingencies80
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2015USD ($) | |
Commitments and Contingencies [Line Items] | ||
2,015 | $ 775 | |
2,016 | 2,469 | |
2,017 | 2,143 | |
2,018 | 1,513 | |
2,019 | 1,327 | |
Thereafter | 26,821 | [1] |
Total future minimum lease payments | $ 35,048 | |
[1] | The Company’s lease obligations average $1.2 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 Contingencies81
Commitments and Contingencies (Details Textual) CAD in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | |
Lease Obligations Expiration Year | 2,023 | 2,023 | |||
Ground Leases Obligations | $ 0.4 | $ 0.4 | |||
Ground Leases Obligations Expiration Year | 2,081 | 2,081 | |||
Capital Lease Obligations | 1.2 | $ 1.2 | |||
Operating Leases, Rent Expense, Net | $ 0.3 | $ 0.3 | 0.9 | $ 0.7 | |
HSRE I [Member] | |||||
Held In Escrow Amount | $ 3 | ||||
HSRE VI [Member] | |||||
Description For Guarantees Two | up to 50% of $17.2 million of debt through December 2015 for HSRE VI | up to 50% of $17.2 million of debt through December 2015 for HSRE VI | |||
Description For Guarantees Four | up to 25% of $18.6 million of debt maturing September 2015 for HSRE VI | up to 25% of $18.6 million of debt maturing September 2015 for HSRE VI | |||
HSRE X [Member] | |||||
Description For Guarantees Four | 25% of $45.0 million of debt maturing September 2016 through September 2018 | 25% of $45.0 million of debt maturing September 2016 through September 2018 | |||
CSH Montreal [Member] | |||||
Description For Guarantees One | the Company guarantees: up to 50% of $81.9 | the Company guarantees: up to 50% of $81.9 | |||
Guarantees Investment | $ 81.9 | CAD 108.6 | |||
Line of Credit Facility, Average Outstanding Amount | 41.3 | 54.3 | |||
Investments Guarantee Amount Outstanding | $ 83.5 | CAD 112 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 02, 2015 | Oct. 19, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 11, 2015 | Aug. 07, 2015 |
Increase (Decrease) in Restricted Cash, Total | $ 307 | $ (27,716) | ||||
Cash Funded Obligation | $ 1,000 | |||||
Repayments of Lines of Credit | 1,106 | $ 15,385 | ||||
Letter Of Credit Receivable | $ 1,000 | |||||
Principal Reduction Amount Funded | $ 5,000 | |||||
CSH Montreal Agreement [Member] | ||||||
Subsequent Event, Description | The Company received CAD 11.2 million, less CAD 3.4 million which was escrowed for federal and Quebec taxes, and less CAD 0.5 million, which was placed in escrow pending an evaluation of the working capital of the closing balance sheet of CSH Montreal. The Company expects that 100% of the funds which were escrowed for taxes will be remitted to the Company pending an evaluation by the taxing authorities of applications filed by the Company. The transaction releases the Company from its guarantee and indemnity obligations related to the credit facility which was paid off at closing. | |||||
CBTC 23 [Member] | ||||||
Percentage of Principal Repayment Guarantee | 10.00% | |||||
CBTC 23 [Member] | Maximum [Member] | ||||||
Increase (Decrease) in Restricted Cash, Total | $ 4,000 | |||||
Repayments of Lines of Credit | 3,000 | |||||
San Angelo Sale [Member] | ||||||
Letter Of Credit Principal Payment | $ 1,000 | |||||
Subsequent Event [Member] | ||||||
Repayments of Other Long-term Debt | $ 5,900 | |||||
Proceeds from Loan Originations | 20,000 | |||||
Subsequent Event [Member] | Copper Beech CMU Phase I - Mount Pleasant, MI [Member] | ||||||
Repayments of Other Long-term Debt | $ 17,900 | |||||
Subsequent Event [Member] | HSRE Quad Merger Parent, LLC [Member] | ||||||
Business Combination Merger Total Estimated Consideration Per Share | $ 7.03 | |||||
Net Sale Proceeds Currently Estimated Per Share | $ 0.13 | |||||
Overall Transaction Value Through Business Combination Merger | $ 1,900,000 |