Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2014 |
Debt Disclosure [Abstract] | ' |
Revolving Credit Facility | ' |
Revolving Credit Facility |
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Certain of the Company's subsidiaries have a $350,000 revolving credit facility with a syndicate of banks. On January 16, 2014, the revolving credit facility was amended to increase the borrowing capacity from $200,000. The Company is able to draw up to 55% of the aggregate value of the eligible properties based on the lesser of (a) the third-party broker price opinion value or (b) the original purchase price plus certain renovation and other capitalized costs of the properties. The revolving credit facility matures on May 10, 2016 and bears interest at a varying rate of the London Interbank Offered Rate, or LIBOR, plus 3.50% subject to a LIBOR floor of 0.5%. The Company is also required to pay a monthly fee on the unused portion of the revolving credit facility at a rate of 0.5% per annum, which began to accrue 90 days following the closing of the revolving credit facility. The revolving credit facility may be used for the acquisition, financing, and renovation of properties and other general purposes. As of March 31, 2014 and December 31, 2013, $198,475 and $164,825 was outstanding under the revolving credit facility, respectively. The weighted average interest rate on the revolving credit facility as of and for the three months ended March 31, 2014, was 4.0%. In the three months ended March 31, 2014, the Company incurred $1,949 in gross interest expense on the revolving credit facility, before the effect of capitalizing interest related to property renovations. |
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All amounts outstanding under the revolving credit facility are collateralized by the equity interests and assets of certain of the Company’s subsidiaries, or pledged subsidiaries. The amounts outstanding under the revolving credit facility and certain obligations contained therein are guaranteed by the Company and the Operating Partnership only in the case of certain bad acts (including bankruptcy) and up to $20,000 for completion of certain property renovations, as outlined in the credit documents. |
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The pledged subsidiaries are separate legal entities, but continue to be reported in the Company’s consolidated financial statements. As long as the revolving credit facility is outstanding, the assets of the pledged subsidiaries are not available to satisfy the other debts and obligations of the pledged subsidiaries or the Company. However, the Company is permitted to receive distributions from the pledged subsidiaries as long as the Company and the pledged subsidiaries are current with all payments and in compliance with all other obligations under the revolving credit facility. |
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The revolving credit facility does not contractually restrict the Company’s ability to pay dividends but certain covenants contained therein may limit the amount of cash available for distribution. For example, in the final year of the revolving credit facility, all cash generated by the properties in the pledged subsidiaries must be used to pay down the principal amount outstanding under the revolving credit facility. The revolving credit facility requires the Company to meet certain quarterly financial tests pertaining to net worth, total liquidity, debt yield and debt service coverage ratios, as defined by the agreement. The Company must maintain, as defined by the agreement, total liquidity of $25,000 and a net worth of at least $125,000, as determined in accordance with the revolving credit facility agreement. As of March 31, 2014, and December 31, 2013, the Company satisfied the total liquidity requirement through maintaining a balance in excess of $25,000 in cash at the Company and the Operating Partnership. The revolving credit facility also provides for the restriction of cash whereby the Company must set aside funds for payment of insurance, property taxes and certain property operating and maintenance expenses associated with properties in the pledged subsidiaries' portfolios. As of March 31, 2014 and December 31, 2013 the Company had $16,639 and $12,216, respectively, included in escrow deposits associated with the required reserves. The agreement also contains customary events of default for a facility of this type, including payment defaults, covenant defaults, breaches of representations and warranties, bankruptcy and insolvency, judgments, change of control and cross-default with certain other indebtedness. |
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In connection with the revolving credit facility, the Manager’s operating subsidiary assigned the property management agreements it maintained with third parties to the Company. This means the Company incurs costs under those agreements that are payable directly to the third parties as opposed to paying such amounts to the Manager’s operating subsidiary as reimbursement. The Manager’s operating subsidiary remains obligated to oversee and manage the performance of these property managers. The Company also entered into separate property management agreements with the Manager’s operating subsidiary covering the properties pledged as part of the revolving credit facility. Pursuant to these agreements, the Company pays a property management fee equal to 10% of collected rents, which reduces its reimbursement obligations by an equal amount thus resulting in no net impact to the amount the Company pays the Manager’s operating subsidiary for property management services. |
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The Company capitalizes interest for properties undergoing renovation activities. Capitalized interest associated with the Company’s renovation activities totaled $82 for the three months ended March 31, 2014. |
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Costs incurred in the placement of the Company’s debt are being amortized using the straight-line method over the term of the related debt. For the three months ended March 31, 2014, the Company incurred additional deferred financing costs of $1,260 in connection with its revolving credit facility. Amortization expense for the three months ended March 31, 2014 was $460 and was recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. |
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Interest Rate Cap Agreements |
The variable rate of interest on the revolving credit facility exposes the Company to interest rate risk. The Company seeks to manage this risk through the use of interest rate cap agreements. |
As of December 31, 2013, the Company held two interest rate cap agreements with an aggregate notional amount of $170,000, LIBOR caps of 3.00%, and termination dates of May 10, 2016. The two interest rate cap agreements were purchased in the third quarter of 2013, at an aggregate purchase price of $533. On February 5, 2014, the Company entered into an additional interest rate cap agreement with a notional amount of $75,000, a LIBOR cap of 3.00%, and a termination date of May 10, 2016 at a purchase price of $100. Portions of the purchase prices of the interest rate cap agreements, representing the premiums paid to enter into the contracts, were capitalized as deferred financing costs and are being amortized using the straight-line method over the terms of the related agreements. The Company determined that the interest rate caps qualify for hedge accounting and, therefore, designated the derivatives as cash flow hedges with future changes in fair value recognized through other comprehensive loss (see Note 7). Ineffectiveness is calculated as the amount by which the change in fair value of the derivatives exceeds the change in the fair value of the anticipated cash flows related to the revolving credit facility. |