Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Resource REIT, Inc. | |
Entity Central Index Key | 0001559484 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 158,009,186 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 000-55430 | |
Entity Tax Identification Number | 88-0854717 | |
Entity Address, Address Line One | 1845 Walnut Street | |
Entity Address, Address Line Two | 17th Floor | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19103 | |
City Area Code | 215 | |
Local Phone Number | 231-7050 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | MD | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investments: | ||
Rental properties, net | $ 2,128,052 | $ 897,975 |
Identified intangible assets, net | 1,043 | 5 |
Total investments | 2,129,095 | 897,980 |
Cash | 174,604 | 70,015 |
Restricted cash | 18,779 | 14,769 |
Subtotal- cash and restricted cash | 193,383 | 84,784 |
Due from related parties | 2,763 | |
Tenant receivables, net of allowance of $2,310 and $774, respectively | 1,000 | 516 |
Prepaid expenses and other assets | 14,562 | 6,000 |
Goodwill | 154,667 | 154,935 |
Operating lease right-of-use assets | 2,873 | 3,180 |
Total assets | 2,495,580 | 1,150,158 |
Liabilities: | ||
Mortgage notes payable, net | 1,554,165 | 825,986 |
Accounts payable and accrued expenses | 19,687 | 12,677 |
Accrued real estate taxes | 15,832 | 7,370 |
Due to related parties | 3,022 | 20,245 |
Tenant prepayments | 2,125 | 1,210 |
Security deposits | 5,136 | 2,860 |
Operating lease liabilities | 2,900 | 3,190 |
Total liabilities | 1,602,868 | 873,538 |
Equity: | ||
Preferred stock, par value $.01; 10,000,000 shares authorized, none issued | 0 | 0 |
Common stock, par value $.01; 1,000,000,000 shares authorized; 158,009,186 and 86,075,442 shares issued and outstanding (including 1,044,963 and 790,272 of unvested restricted shares, respectively) | 1,580 | 861 |
Convertible stock; par value $.01; 50,000 shares authorized; 50,000 and 49,935 shares issued and outstanding, respectively | 1 | 1 |
Additional paid-in capital | 1,267,069 | 618,074 |
Accumulated other comprehensive income (loss) | (16) | (391) |
Accumulated deficit | (502,025) | (469,736) |
Total stockholders' equity | 766,609 | 148,809 |
Noncontrolling interest | 126,103 | 127,811 |
Total equity | 892,712 | 276,620 |
Total liabilities and equity | $ 2,495,580 | $ 1,150,158 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Tenant receivables, allowance | $ 2,310 | $ 774 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 158,009,186 | 86,075,442 |
Common stock, outstanding (in shares) | 158,009,186 | 86,075,442 |
Convertible stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible stock, authorized (in shares) | 50,000 | 50,000 |
Convertible stock, issued (in shares) | 50,000 | 49,935 |
Convertible stock, outstanding (in shares) | 50,000 | 49,935 |
Unvested Restricted Shares | ||
Common stock, issued (in shares) | 1,044,963 | 790,272 |
Common stock, outstanding (in shares) | 1,044,963 | 790,272 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Rental income | $ 62,105 | $ 32,991 | $ 115,505 | $ 66,367 |
Property management fee income - related parties | 342 | |||
Asset management fee income - related parties | 833 | |||
Other revenue | 37 | |||
Total revenues | 62,105 | 32,991 | 116,717 | 66,367 |
Expenses: | ||||
Property operating expenses | 16,923 | 9,025 | 31,811 | 18,259 |
Real estate taxes | 7,960 | 4,443 | 15,185 | 8,831 |
Acquisition costs | 113 | |||
Property management fees - third party | 1,679 | 3,321 | ||
Management fees - related party | 4,547 | 9,130 | ||
Casualty loss | 618 | 52 | 918 | 203 |
General and administrative | 6,875 | 2,410 | 15,894 | 5,046 |
Loss on disposal of assets | 308 | 112 | 418 | 221 |
Depreciation and amortization expense | 27,947 | 13,006 | 51,050 | 26,167 |
Total expenses | 62,310 | 33,595 | 118,597 | 67,970 |
Loss before other income (expense) | (205) | (604) | (1,880) | (1,603) |
Other income (expense): | ||||
Interest expense | (10,898) | (6,260) | (25,430) | (14,140) |
Interest income | 6 | 41 | 21 | 99 |
Gain on sale of rental property | 18,734 | 18,734 | ||
Gain on sale of land easement | 290 | 290 | ||
Insurance proceeds in excess of cost basis | 143 | 36 | 161 | 36 |
Total other income (expense) | 7,985 | (5,893) | (6,514) | (13,715) |
Income (loss) before income taxes | 7,780 | (6,497) | (8,394) | (15,318) |
Provision for income taxes | (3) | (206) | ||
Net income (loss) | 7,777 | (6,497) | (8,600) | (15,318) |
Preferred return to preferred OP unit holders | (1,120) | 0 | (2,240) | 0 |
Net income (loss) after preferred return | 6,657 | (6,497) | (10,840) | (15,318) |
Less: Allocation of income to preferred unit holders attributable to noncontrolling interest | 52 | 111 | ||
Less: Net income (loss) attributable to noncontrolling interest | (357) | 0 | 508 | 0 |
Net income (loss) attributable to common stockholders | $ 6,352 | $ (6,497) | $ (10,221) | $ (15,318) |
Weighted average common shares outstanding- basic | 156,780 | 85,708 | 146,075 | 85,500 |
Weighted average common shares outstanding- diluted | 156,822 | 85,708 | 146,075 | 85,500 |
Net income (loss) per common share- BASIC | $ 0.04 | $ (0.08) | $ (0.07) | $ (0.18) |
Net income (loss) per common share- DILUTED | $ 0.04 | $ (0.08) | $ (0.07) | $ (0.18) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net income (loss) | $ 7,777 | $ (6,497) | $ (8,600) | $ (15,318) |
Other comprehensive income (loss): | ||||
Reclassification adjustment for realized loss on designated derivatives | 14 | 36 | 59 | 80 |
Designated derivatives, fair value adjustments | (35) | (24) | 337 | 30 |
Total comprehensive income (loss) | 7,756 | (6,485) | (8,204) | (15,208) |
Preferred return to preferred OP unit holders | (1,120) | 0 | (2,240) | 0 |
Total comprehensive income (loss) after preferred return to preferred OP unit holders | 6,636 | (6,485) | (10,444) | (15,208) |
Net (income) loss attributable to noncontrolling interest | (357) | 0 | 508 | 0 |
Allocation of income to preferred unit holders attributable to noncontrolling interest | 52 | 0 | 111 | 0 |
Total other comprehensive loss (income) attributable to noncontrolling interest | 1 | 0 | (21) | 0 |
Comprehensive (income) loss attributable to noncontrolling interest | (304) | 0 | 598 | 0 |
Comprehensive income (loss) attributable to common stockholders | $ 6,332 | $ (6,485) | $ (9,846) | $ (15,208) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Convertible Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity | Noncontrolling Interest |
Beginning balance at Dec. 31, 2019 | $ 182,815 | $ 850 | $ 1 | $ 616,310 | $ (218) | $ (434,128) | $ 182,815 | |
Beginning balance (in shares) at Dec. 31, 2019 | 85,045,000 | 50,000 | ||||||
Common stock issued through the distribution reinvestment plan | 6,085 | $ 7 | 6,078 | 6,085 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 717,000 | |||||||
Distributions declared | (10,449) | (10,449) | (10,449) | |||||
Common stock redemptions | (301) | $ (1) | (300) | (301) | ||||
Common stock redemptions (in shares) | (34,000) | |||||||
Other comprehensive income | 98 | 98 | 98 | |||||
Net income (loss) | (8,821) | (8,821) | (8,821) | |||||
Ending balance at Mar. 31, 2020 | 169,427 | $ 856 | $ 1 | 622,088 | (120) | (453,398) | 169,427 | |
Ending balance (in shares) at Mar. 31, 2020 | 85,728,000 | 50,000 | ||||||
Beginning balance at Dec. 31, 2019 | 182,815 | $ 850 | $ 1 | 616,310 | (218) | (434,128) | 182,815 | |
Beginning balance (in shares) at Dec. 31, 2019 | 85,045,000 | 50,000 | ||||||
Common stock issued through the distribution reinvestment plan | 6,085 | |||||||
Preferred return to preferred OP unit holders | 0 | |||||||
Net income (loss) | (15,318) | |||||||
Ending balance at Jun. 30, 2020 | 161,760 | $ 855 | $ 1 | 620,907 | (108) | (459,895) | 161,760 | |
Ending balance (in shares) at Jun. 30, 2020 | 85,598,000 | 50,000 | ||||||
Beginning balance at Mar. 31, 2020 | 169,427 | $ 856 | $ 1 | 622,088 | (120) | (453,398) | 169,427 | |
Beginning balance (in shares) at Mar. 31, 2020 | 85,728,000 | 50,000 | ||||||
Common stock redemptions | (1,182) | $ (1) | (1,181) | (1,182) | ||||
Common stock redemptions (in shares) | (130,000) | |||||||
Preferred return to preferred OP unit holders | 0 | |||||||
Other comprehensive income | 12 | 12 | 12 | |||||
Net income (loss) | (6,497) | (6,497) | (6,497) | |||||
Ending balance at Jun. 30, 2020 | 161,760 | $ 855 | $ 1 | 620,907 | (108) | (459,895) | 161,760 | |
Ending balance (in shares) at Jun. 30, 2020 | 85,598,000 | 50,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 276,620 | $ 861 | $ 1 | 618,074 | (391) | (469,736) | 148,809 | $ 127,811 |
Beginning balance (in shares) at Dec. 31, 2020 | 86,075,442 | 86,076,000 | 50,000 | |||||
Merger | $ 645,275 | $ 712 | 644,563 | 645,275 | ||||
Merger, Shares | 71,222,000 | |||||||
Common stock issued through the distribution reinvestment plan | 2,490 | $ 3 | 2,487 | 2,490 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 289,000 | |||||||
Issuance of restricted stock | $ 5 | (5) | ||||||
Issuance of restricted stock (in shares) | 568,000 | |||||||
Stock-based compensation | 3,022 | 3,022 | 3,022 | |||||
Distributions declared | (11,584) | (11,029) | (11,029) | (555) | ||||
Common stock redemptions | (2,777) | $ (3) | (2,774) | (2,777) | ||||
Common stock redemptions (in shares) | (306,000) | |||||||
Preferred return to preferred OP unit holders | (1,120) | (1,061) | (1,061) | (59) | ||||
Other comprehensive income | 417 | 395 | 395 | 22 | ||||
Net income (loss) | (16,377) | (15,512) | (15,512) | (865) | ||||
Ending balance at Mar. 31, 2021 | 895,966 | $ 1,578 | $ 1 | 1,265,367 | 4 | (497,338) | 769,612 | 126,354 |
Ending balance (in shares) at Mar. 31, 2021 | 157,849,000 | 50,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 276,620 | $ 861 | $ 1 | 618,074 | (391) | (469,736) | 148,809 | 127,811 |
Beginning balance (in shares) at Dec. 31, 2020 | 86,075,442 | 86,076,000 | 50,000 | |||||
Common stock issued through the distribution reinvestment plan | $ 5,164 | |||||||
Common stock redemptions (in shares) | (454,786) | |||||||
Preferred return to preferred OP unit holders | $ (2,240) | |||||||
Net income (loss) | (8,600) | |||||||
Ending balance at Jun. 30, 2021 | $ 892,712 | $ 1,580 | $ 1 | 1,267,069 | (16) | (502,025) | 766,609 | 126,103 |
Ending balance (in shares) at Jun. 30, 2021 | 158,009,186 | 158,010,000 | 50,000 | |||||
Beginning balance at Mar. 31, 2021 | $ 895,966 | $ 1,578 | $ 1 | 1,265,367 | 4 | (497,338) | 769,612 | 126,354 |
Beginning balance (in shares) at Mar. 31, 2021 | 157,849,000 | 50,000 | ||||||
Common stock issued through the distribution reinvestment plan | 2,674 | $ 3 | 2,671 | 2,674 | ||||
Common stock issued through distribution reinvestment plan (in shares) | 311,000 | |||||||
Issuance of restricted stock (in shares) | (1,000) | |||||||
Stock-based compensation | 379 | 379 | 379 | |||||
Distributions declared | (11,594) | (11,039) | (11,039) | (555) | ||||
Common stock redemptions | (1,349) | $ (1) | (1,348) | (1,349) | ||||
Common stock redemptions (in shares) | (149,000) | |||||||
Preferred return to preferred OP unit holders | (1,120) | (1,068) | (1,068) | (52) | ||||
Other comprehensive income | (21) | (20) | (20) | (1) | ||||
Net income (loss) | 7,777 | 7,420 | 7,420 | 357 | ||||
Ending balance at Jun. 30, 2021 | $ 892,712 | $ 1,580 | $ 1 | $ 1,267,069 | $ (16) | $ (502,025) | $ 766,609 | $ 126,103 |
Ending balance (in shares) at Jun. 30, 2021 | 158,009,186 | 158,010,000 | 50,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (8,600) | $ (15,318) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Loss on disposal of assets | 418 | 221 |
Casualty (gains)/ losses, net of insurance proceeds received | (2,552) | (310) |
Net gain on disposition of property | (18,734) | |
Net gain on sale of land easement | (290) | |
Loss on extinguishment of debt | 1,462 | |
Depreciation and amortization | 51,050 | 26,167 |
Amortization of deferred financing costs | 1,457 | 754 |
Amortization of debt premium (discount) | 366 | (164) |
Realized loss on change in fair value of interest rate cap | 59 | 80 |
Stock-based compensation | 3,401 | |
Accretion of discount and direct loan fees and costs | (17) | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Tenant receivables, net | (175) | (481) |
Deposits | 5 | |
Prepaid expenses and other assets | 3,707 | (2,312) |
Due to/from related parties, net | 1,143 | 768 |
Accounts payable and accrued expenses | 1,891 | (3,808) |
Tenant prepayments | (815) | (77) |
Security deposits | 292 | 128 |
Net cash provided by operating activities | 34,370 | 5,346 |
Cash flows from investing activities: | ||
Proceeds from disposal of property, net of closing costs | 23,803 | 293 |
Cash acquired in connection with the Merger, net of acquisition costs | 76,858 | |
Insurance proceeds received for casualty losses | 2,233 | 453 |
Capital expenditures | (7,655) | (5,561) |
Principal payments received on loans held for investment | 11 | |
Payment of consideration related to Self-Management Transaction | (17,250) | |
Net cash provided by (used in) investing activities | 77,989 | (4,804) |
Cash flows from financing activities: | ||
Redemptions of common and convertible stock | (4,126) | (1,483) |
Payment of deferred financing costs | (5,523) | |
Borrowings on mortgages | 33,202 | 9,452 |
Principal repayments on mortgages | (6,928) | (5,324) |
Purchase of interest rate caps | (158) | (175) |
Distributions paid on common stock | (17,987) | (4,364) |
Distributions paid to preferred OP unit holders | (2,240) | |
Net cash used in financing activities | (3,760) | (1,894) |
Net increase (decrease) in cash and restricted cash | 108,599 | (1,352) |
Cash and restricted cash at beginning of period | 84,784 | 61,838 |
Cash and restricted cash at end of period | $ 193,383 | $ 60,486 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Reconciliation of cash and restricted cash | ||||
Cash | $ 174,604 | $ 70,015 | $ 51,765 | |
Restricted cash | 18,779 | 14,769 | 8,721 | |
Cash and restricted cash at end of period | $ 193,383 | $ 84,784 | $ 60,486 | $ 61,838 |
Nature of Business and Operatio
Nature of Business and Operations | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Operations | NOTE 1 - NATURE OF BUSINESS AND OPERATIONS Resource REIT, Inc., formerly known as Resource Real Estate Opportunity REIT II, Inc. (“REIT II”) was organized in Maryland on September 28, 2012. REIT II launched an initial public offering in February 2014, the primary portion of which terminated in February 2016. Substantially all of the business of REIT II is conducted through RRE Opportunity OP II, LP (“OP II” or the “Operating Partnership”) in which REIT II is the sole general partner. Mergers with Resource Real Estate Opportunity REIT, Inc. and Resource Apartment REIT III, Inc. On September 8, 2020, REIT II entered into merger agreements (as described herein) to acquire each of Resource Real Estate Opportunity REIT, Inc. (“REIT I”) and Resource Apartment REIT III, Inc. (“REIT III”) in stock-for-stock transactions whereby each of REIT I and REIT III were to be merged into one of REIT II’s wholly owned subsidiaries. The REIT I Merger (as defined below) and the REIT III Merger (as defined below) are referred to collectively herein as the Mergers. Each of the Mergers was intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended. The Mergers became effective as of January 28, 2021. REIT I Merger On September 8, 2020 , REIT II, OP II, Revolution I Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub I”), REIT I, and Resource Real Estate Opportunity OP, LP (“OP I”), the operating partnership of REIT I, entered into an Agreement and Plan of Merger (the “REIT I Merger Agreement”). Effective January 28, 2021 , REIT I merged with and into Merger Sub I, with Merger Sub I surviving as direct, wholly-owned subsidiary of REIT II (the “REIT I Company Merger”) and OP I merged with and into OP II (the “REIT I Partnership Merger” and, together with the REIT I Company Merger, the “REIT I Merger”), with OP II surviving. At such time, the separate existence of REIT I and OP I ceased. At the effective time of the REIT I Company Merger, each issued and outstanding share of REIT I’s common stock (or fraction thereof) converted into the right to receive 1.22423 shares of REIT II’s common stock, and each issued and outstanding share of REIT I’s convertible stock converted into the right to receive $ 0.02 in cash (without interest). At the effective time of the REIT I Partnership Merger, each common unit of partnership interests in OP I outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive 1.22423 common units of partnership interest in OP II ("OP Common Units") and each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II ("OP Preferred Units"). REIT III Merger On September 8, 2020 , REIT II, OP II, Revolution III Merger Sub, LLC, a wholly-owned subsidiary of REIT II (“Merger Sub III”), REIT III, and Resource Apartment OP III, LP (“OP III”), the operating partnership of REIT III, entered into an Agreement and Plan of Merger (the “REIT III Merger Agreement”). Effective January 28, 2021 , REIT III merged with and into Merger Sub III, with Merger Sub III surviving as a direct, wholly-owned subsidiary of REIT II (the “REIT III Company Merger”) and OP III merged with and into OP II (the “REIT III Partnership Merger” and, together with the REIT III Company Merger, the “REIT III Merger”), with OP II surviving the REIT III Partnership Merger. At such time, the separate existence of REIT III and OP III ceased. The REIT I Merger and the REIT III Merger are hereinafter together referred to as the “Merger”. At the effective time of the REIT III Company Merger, each issued and outstanding share of REIT III’s common stock (or fraction thereof) converted into the right to receive 0.925862 shares of REIT II’s common stock. At the effective time of the REIT III Partnership Merger, each common unit of partnership interests in OP III outstanding immediately prior to the effective time of the REIT III Partnership Merger was retired and ceased to exist. In addition, for each share of REIT II common stock issued in the REIT III Company Merger, a common unit of partnership interest was issued to REIT II by OP II. Effective as of the close of the REIT I Merger, REIT II acquired Resource Real Estate Opportunity Advisor II, LLC and Resource Real Estate Opportunity Advisor, LLC (the “Former Advisor”) and became a self-managed REIT. In connection with the Mergers, REIT II was the legal acquirer and REIT I was the accounting acquirer for financial reporting purposes, as discussed in Note 6, Rental Properties. Thus, the financial information set forth herein subsequent to the Mergers reflects results of the combined entity, and the financial information set forth herein prior to the Mergers reflects REIT I’s results. For this reason, period to period comparisons may not be meaningful. Unless the context requires otherwise, all references to the “Company,” “we,” “our,” and “us” herein mean REIT I and one or more of REIT I’s subsidiaries for periods prior to the Mergers, and REIT II and one or more of REIT II’s subsidiaries for periods following the Mergers. Certain historical information of REIT II is included for background purposes. On September 8, 2020, REIT I, entered into a series of transactions to become self-managed (the “Self-Management Transaction”) as further described in Note 3, Self-Management Transaction, and succeeded to the advisory, asset management and property management arrangements in place for the Company. As of June 30, 2021 , a total of 158.0 million shares of common stock, including shares issued through the distribution reinvestment plan, remain outstanding. In addition, the noncontrolling interests own 7.5 million OP Common Units and 319,965 OP Preferred Units, as further described in Note 3, Self-Management Transaction. The Company’s objective is to make investments in apartment communities to provide investors with growing cash flow and increasing asset values. The Company has acquired and may continue to acquire underperforming apartments which it will renovate and stabilize in order to increase rents. The Company elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ending December 31, 2014. The Company also operates its business in a manner intended to permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended. The consolidated financial statements and the information and tables contained in the notes to the consolidated financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. The REIT I consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2020. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, included in the Amended Current Report on Form 8-K/A filed by the Company on April 8, 2021. The results of operations for the six months ended June 30, 2021 may not necessarily be indicative of the results of operations for the full year ending December 31, 2021. The Company has adopted a fiscal year ending December 31. COVID-19 Pandemic One of the most significant risks and uncertainties facing the Company and the real estate industry generally continues to be the effect of the ongoing public health crisis of the novel coronavirus disease (“COVID-19”) pandemic. The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how the pandemic is impacting its tenants. The Company did not incur significant disruptions from the COVID-19 pandemic during the three and six months ended June 30, 2021; however, a small percentage of its tenants have requested rent deferral as a result of the pandemic. The Company is evaluating each tenant rent relief request on an individual basis, considering a number of factors. Not all tenant requests will ultimately result in modified agreements, nor is the Company forgoing its contractual rights under its lease agreements . Executed short-term rent relief plans that are outstanding at June 30, 2021 are not significant in terms of either number of requests or dollar value. The extent to which the COVID-19 pandemic impacts the Company’s operations and those of its tenants depends on future developments, which cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures. The Company is unable to predict the ultimate impact that the pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting The Company does not evaluate performance on a relationship-specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. Concentration of Risk At June 30, 2021 , the Company's real estate investments in Texas, Georgia, Illinois, and Colorado represented 25 %, 13 %, 11 %, and 10 % , respectively, of the net book value of its rental property assets. Any adverse economic or real estate developments in these markets, such as the impact of the COVID-19 pandemic, business layoffs or downsizing, industry slowdowns, relocations of businesses, adverse weather events, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could adversely affect the Company's operating results and its ability to make distributions to stockholders. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. T he Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Accounting Standards Issued But Not Yet Effective In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 addresses the complexity of guidance for certain financial (convertible) instruments with characteristics of liabilities and equity. ASU No. 2020-06 will be effective for the Company beginning January 1, 2022. The Company is continuing to evaluate this guidance; however, it does not expect the adoption of ASU 2020-06 to have a material effect on its consolidated financial statements and disclosures. Assets Held for Sale The Company presents rental property assets that qualify as held for sale separately in the consolidated balance sheets. Real estate assets held for sale are measured at the lower of carrying amount or fair value less cost to sell. Subsequent to classification of an asset as held for sale, no further depreciation is recorded. As of June 30, 2021 and December 31, 2020, the Company had no rental properties included in assets held for sale. Rental Properties The Company records acquired rental properties at fair value on the acquisition date. The Company considers the period of future benefit of an asset to determine its appropriate useful life and depreciates the asset using the straight-line method. The Company anticipates the estimated useful lives of its assets by class as follows: Buildings 27.5 years Building improvements 5.0 to 27.5 years Furniture, fixtures, and equipment 3.0 to 5.0 years Tenant improvements Shorter of lease term or expected useful life Lease intangibles Weighted average remaining term of related lease Improvements and replacements in excess of $ 1,000 are capitalized when they have a useful life greater than or equal to one year . Construction management fees (further discussed in Note 12) are capitalized along with the related asset. Costs of repairs and maintenance are expensed as incurred. Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset. In conjunction with the Mergers, and for the Company’s annual estimated value per share calculation of the combined company following the Mergers, a third-party was engaged to provide the estimated fair value of our rental properties as of January 28, 2021. The Company compared these values to its carrying values and concluded that there was no indication that the carrying value of the Company’s investments in real estate were not recoverable as of June 30, 2021 . There were no indications of impairment or impairment losses recorded on long-lived assets during the three and six months ended June 30, 2021 and 2020 . Allocation of the Purchase Price of Acquired and Foreclosed Assets Acquisitions that do not meet the definition of a business under FASB Accounting Standards Codification ("ASC"), Business Combinations , ("ASC 805") are accounted for as asset acquisitions. In most cases, the Company believes acquisitions of real estate will no longer be considered business combinations, as in most cases substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if the Company determines that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, the Company will then perform an assessment to determine whether the asset is a business by using the framework outlined in the ASU. If the Company determines that the acquired asset is not a business, the Company will allocate the cost of the acquisition, including transaction costs, to the assets acquired or liabilities assumed based on their relative fair value. Upon the acquisition of real properties, the Company allocates the purchase price of properties to acquired tangible assets consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values. The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company amortizes any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases. The Company measures the aggregate value of other intangible assets acquired 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 it were vacant. Management’s estimates of value are determined by independent appraisers. Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating the fair value of both the tangible and intangible acquired assets, the Company also considers information obtained about each property as a result of its pre-acquisition due diligence. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction. The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of the Company’s existing relationships with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors. The Company amortizes the value of in-place leases to expense over the average remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization periods for the intangible assets exceed the remaining depreciable life of the building. The determination of the fair value of assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of the Company’s reported net income. Goodwill The Company records the excess of the cost of an acquired entity over the difference between the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed as goodwill. Goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit during the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no such events or changes in circumstances during the three and six months ended June 30, 2021 and 2020 . Revenue Recognition and Receivables The Company recognizes minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease, which is accounted for in accordance with ASC 842, Leases (“ASC 842”). The future minimum rental payments to be received from noncancelable operating leases for residential rental properties are $ 73.8 million for the remainder of 2021 and $ 34.7 million for the twelve months ended December 31, 2022. The future minimum rental payments to be received from noncancelable operating leases for commercial rental properties and antenna rentals are $ 191,000 for the remainder of 2021 and $ 395,000 , $ 361,000 , $ 301,000 , and $ 217,000 for the years ending December 31, 2022 through December 31, 2025, respectively, and $ 1.3 million thereafter. Revenue is primarily derived from the rental of residential housing units for which the Company receives minimum rents and utility reimbursements pursuant to underlying tenant lease agreements. The Company also receives other ancillary fees for administration of leases, late payments and amenities, and revenue sharing arrangements for cable income from contracts with cable providers at the Company's properties (discussed below). A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company records the utility reimbursement income and ancillary charges in the period when the performance obligation is completed, either at a point in time or on a monthly basis as the service is utilized. The Company has revenue sharing arrangements for cable income from contracts with cable providers at the Company’s properties. Included in accounts payable and accrued expenses on the consolidated balance sheets at June 30, 2021 and December 31, 2020 is a contract liability related to deferred revenue from contracts with cable providers of approximately $ 1.5 million and $ 760,000 , respectively. The Company recognizes income on a straight-line basis over the contract period of 10 years to 12 years . In the three and six months ended June 30, 2021 , approximately $ 57,000 and $ 56,000 of revenue from the contract liability was recognized as income. Following the Self- Management Transaction (described in Note 3 below) through the effective date of the Mergers on January 28, 2021, the Company received asset management and property management fees from REIT II and REIT III. The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. The monthly property management fee was calculated based on 4.5 % of the gross monthly receipts from REIT II's and REIT III’s properties. The Company recognized revenue for both asset and property management fees as earned on a monthly basis. The Company had determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for asset and property management services are satisfied as the services are rendered. The Company was compensated for its services on a monthly basis and these services represent a series of distinct daily services in accordance with ASC 606. As a result of the Mergers, these fees will no longer be paid. The Company evaluates its portfolio of operating leases for collectability at both the onset of the underlying leases and on an ongoing basis. Tenant receivables include amounts for which collectability was assessed as probable in accordance with the guidance in ASC 842-30. For tenant receivables, which include base rents, straight-line rentals, expense reimbursements and other revenue or income, the Company also estimates a general allowance for uncollectible accounts under ASC 450-20. The Company determines the collectability of its receivables related to rental revenue by considering a number of factors, including the length of time receivables are past due, security deposits held, the Company’s previous loss history, the tenants’ current ability to pay their obligations to the Company, and the condition of the general economy and the industry as a whole. If collectability is not probable, the Company adjusts rental income for the amount of the uncollectible revenue. Due to the COVID-19 pandemic, some residents have experienced difficulty making rent payments and the Company’s receivables have increased compared to historical levels. As of June 30, 2021 and December 31, 2020 , the Company recorded a $ 2.3 million and $ 774,000 allowance for bad debts, respectively, to appropriately reflect management’s estimate for uncollectible accounts. The total adjustment to rental and other property income for the three and six months ended June 30, 2021 was approximately $ 909,000 and $ 1.6 million, respectively, for provision for bad debt expense, net of recoveries . The provision for bad debts was recorded as a reduction to rental income in the Company’s consolidated statements of operations. The age of the receivables included in the allowance balance at June 30, 2021 was: 9.4 % less than 30 days past due, 11.6 % 31-60 days past due, 13.1 % 61-90 days past due and 65.9 % over 90 days past due. Leases For operating leases where the Company is the lessor, the underlying leased asset is recognized as real estate on the balance sheet. The Company, as a lessor of multifamily apartment units, has nonlease components associated with these leases (i.e. common area maintenance, utilities, etc.). The Company combines nonlease component revenue streams and accounts for them as a combined component with leasing revenue. For leases in which the Company is the lessee, primarily consisting of office leases, a parking lot lease, and office equipment leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability equal to the present value of the minimum lease payments. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. The Company uses a market rate for equipment leases, when readily determinable, in calculating the present value of lease payments. Otherwise, the incremental borrowing rate is used. The operating lease ROU asset includes any lease payments and excludes lease incentives. Operating lease terms may include options to extend the lease when it is reasonably certain the lease will be extended. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2014. To maintain its REIT qualification under the Code, the Company is generally required to distribute at least 90 % of its taxable net income (excluding net capital gains) to its stockholders as well as comply with other requirements, including certain asset, income and stock ownership tests. As a REIT, the Company is not subject to federal corporate income tax to the extent that it distributes 100 % of its REIT taxable income each year. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it is subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it fails its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could have a material adverse impact on its results of operations and amounts available for distribution to its stockholders. The dividends-paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income as opposed to net income reported on the financial statements. Generally, taxable income differs from GAAP net income because the determination of taxable income is based on tax provisions and not financial accounting principles. The Company may elect to treat any of its subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes. While a TRS may generate net income, a TRS can declare dividends to the Company which will be included in the Company's taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at a TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. As of both June 30, 2021 and December 31, 2020, the Company treated one of its subsidiaries as a TRS. The Company evaluates the benefits from tax positions taken or expected to be taken in its tax return. Only the largest amount of benefits from tax positions that will more likely than not be sustainable upon examination are recognized by the Company. The Company does not have any unrecognized tax benefits, nor interest and penalties, recorded in its consolidated financial statements and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next 12 months. The Company is subject to examination by the U.S. Internal Revenue Service (“IRS”) and by the taxing authorities in other states in which the Company has significant business operations. The Company is not currently undergoing any examinations by taxing authorities. The Company is not subject to IRS examination for tax return years 2016 and prior. Earnings Per Share Basic earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted to common stock. Distributions declared per common share assume each share was issued and outstanding each day during the period or based upon the two-class method, whichever is more dilutive. No ne of the shares of convertible stock (see Note 13) or 602,506 unvested performance awards are included in the diluted earnings per share calculations, because the necessary conditions for conversion have not been satisfied as of June 30, 2021 (were such date to represent the end of the contingency period). Additionally, due to losses for the six months ended June 30, 2021 , the calculation of diluted earnings per share excludes 23,094 unvested restricted shares as their effect would be antidilutive. (Income) loss attributable to outstanding OP Common Units and OP Preferred Units are included in net (income) loss attributable to noncontrolling interest, and therefore, excluded from the calculation of income (loss) per common share, basic and diluted, for all periods presented. Under the terms of the Amended and Restated Limited Partnership Agreement of OP II, OP Common Units, at the Company’s sole discretion, may be exchanged by issuing shares of the Company’s common stock for the OP Common Units based on conversion ratio which is initially one to one, but may be adjusted based on certain events. In addition, in the event of a listing of the shares of the Company’s common stock on a national securities exchange, beginning 180 days after the date of such listing, the holders of OP Preferred Units shall have the right to require the Company to purchase the OP Preferred Units in exchange for a number of listed shares of the Company’s common stock determined by dividing (i) the number of OP Preferred Units multiplied by the redemption price as of the date of the exchange by (ii) the volume-weighted average price of such listed shares over the 30-day period prior to the date of the exchange. The Company has estimated that approximately 7.5 million common shares that potentially could be issued for this conversion at June 30, 2021 were excluded from diluted earnings per share as their impact, including reflecting removal of the $ 1.1 million and $ 2.2 million preferred distribution for the three and six months ended June 30, 2021 from the numerator, would be antidilutive. Reclassifications Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net income (loss). |
Self-Management Transaction
Self-Management Transaction | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Self-Management Transaction | NOTE 3 – SELF-MANAGEMENT TRANSACTION On September 8, 2020, OP I, entered into the Self-Management Transaction with Resource PM Holdings LLC (“PM Holdings”), Resource NewCo LLC (“Advisor Holdings”), C-III Capital Partners LLC (“C-III” or “PM Contributor”), RRE Legacy Co, LLC (formerly known as Resource Real Estate, LLC) (“Advisor Contributor” or “Resource Real Estate”) and Resource America, Inc. (“RAI”), pursuant to which C-III and RAI contributed to OP I all of the membership interests in PM Holdings and Advisor Holdings and certain assets related to the business of PM Holdings and Advisor Holdings including 100 % of the membership interests in PM Holdings and Advisor Holdings and $ 659,000 of leasehold improvements and furniture in exchange for approximately 6.2 million common operating partnership units in OP I (“OP I Common Units”) and 319,965 Series A Preferred Units in OP I (“OP I Preferred Units”) (collectively “OP I Units”). Additional consideration included the following deferred payments in cash: (i) $ 7.5 million paid upon the effectiveness of the Merger; (ii) six monthly payments of $ 2.0 million, totaling $ 12.0 million, for the six months following the closing of the Self-Management Transaction and (iii) 12 monthly payments of $ 625,000 , totaling $ 7.5 million, for the 12 months following the closing of the Self-Management Transaction. At the time of the REIT I Partnership Merger, the OP I Common Units converted into approximately 7.5 million OP Common Units; the participation rights of the OP I Preferred Units increased to 391,711 OP Preferred Units. As part of the Self-Management Transaction, REIT I paid outstanding obligations due to RAI of approximately $ 811,000 , presented in the table below as “Net working capital” consisting primarily of $ 4.3 million in accrued management fees transferred to the Company as well as $ 150,000 of prepaid rent, software subscriptions, and security deposits. Additionally, the Company assumed payroll liabilities of $ 2.9 million and $ 684,000 due to the third-party property manager, Greystar. The operating leases for office space in Philadelphia, Pennsylvania and Denver, Colorado were assumed. In accordance with ASC 842, Leases, an operating lease right of use asset and liability were calculated and reflected as part of the Self-Management Transaction. As part of the Self-Management Transaction, OP I hired the workforce currently responsible for the management and day-to-day real estate and accounting operations of the Company under the various agreements acquired. As part of the Self-Management Transaction, REIT I recorded approximately $ 2.3 million of transaction costs during the year ended December 31, 2020. Under the terms of the Self-Management Transaction, the following consideration was given in exchange (in thousands): Fair value of OP I Units issued $ 128,200 Net working capital 811 Subsequent consideration 27,000 Net consideration $ 156,011 The Self-Management Transaction was accounted for as a business combination in accordance with ASC 805, which requires, among other things, the assets acquired and liabilities assumed to be recognized at their fair values as of the acquisition date and transaction costs to be expensed. The fair value of the OP Units issued was based on a valuation report prepared by a third-party valuation specialist that was subject to management’s review and approval. The following table summarizes the purchase price allocation (dollars in thousands): Assets: Due from related parties $ 4,299 Prepaid expenses and other assets 150 Goodwill 154,531 Property and equipment 659 Operating lease right-of-use assets 3,244 Total assets acquired $ 162,883 Liabilities: Other liabilities $ 3,628 Operating lease liabilities 3,244 Total liabilities assumed 6,872 Net assets acquired $ 156,011 The allocation of the purchase price above required a significant amount of judgment and represented management’s best estimate of the fair value as of the acquisition date. Goodwill In connection with the Self-Management Transaction, the Company recorded goodwill of $ 154.5 million as a result of the consideration exceeding the fair value of the net assets acquired. Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded represents the Company's management structure and its ability to generate additional opportunities for revenue and raise additional funds. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION The following table presents the Company's supplemental cash flow information (in thousands): Six Months Ended June 30, 2021 2020 Non-cash financing and investing activities: Stock issued from the distribution reinvestment plan $ 5,164 $ 6,085 Repayments on borrowings through refinancing 461,968 65,941 Accruals for construction in progress 4,149 491 Deferred financing costs funded directly by mortgage notes — 607 Non-cash activity related to dispositions: Mortgage notes payable settled directly with proceeds from sale of rental property 24,801 — Merger: Net assets acquired in REIT II Merger in exchange for common shares $ 543,840 $ — Net assets acquired in REIT III Merger in exchange for common shares 101,435 — Implied REIT I common stock issued in exchange for net assets acquired in Merger 645,275 — Cash paid during the period for: Interest $ 20,440 $ 14,216 |
Restricted Cash
Restricted Cash | 6 Months Ended |
Jun. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Restricted Cash | NOTE 5 - RESTRICTED CASH Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, debt service, and capital improvements. The following table presents a summary of the components of the Company's restricted cash (in thousands): June 30, 2021 December 31, Real estate taxes $ 9,301 $ 7,910 Insurance 969 1,350 Debt service reserve 4,877 2,045 Capital improvements 3,632 3,464 Total $ 18,779 $ 14,769 |
Rental Properties, Net
Rental Properties, Net | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate Investments [Abstract] | |
Rental Properties, Net | NOTE 6 - RENTAL PROPERTIES, NET As of June 30, 2021 , the Company's investments in rental properties consisted of 50 apartment properties that contain 14,643 units. The following table summarizes the Company's investments in rental properties: June 30, 2021 December 31, 2020 Land $ 364,578 $ 196,355 Building and improvements 2,001,502 929,323 Furniture, fixtures and equipment 59,936 46,879 Construction in progress 6,594 1,374 2,432,610 1,173,931 Less: accumulated depreciation ( 304,558 ) ( 275,956 ) $ 2,128,052 $ 897,975 Depreciation expense for the three and six months ended June 30, 2021 was $ 23.6 million and $ 43.7 million, respectively, as compared to $ 13.0 million and $ 26.2 million for the three and six months ended June 30, 2020, respectively. Mergers Both the REIT I Merger and the REIT III Merger (collectively the “Mergers”) were accounted for as asset acquisitions under ASC 805 as substantially all of the fair value of the gross assets acquired are Class B multifamily rental properties. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values. Based on an evaluation of the relevant factors and the guidance in ASC 805, all of which required significant management judgment, the entity in the Mergers considered the acquirer for accounting purposes was not the legal acquirer. In order to make this determination, various factors were analyzed, including which entity issued its equity interests, relative voting rights, existence of minority interests (if any), control of the board of directors, management composition, relative size, transaction initiation, and other factors such as operational structure, and relative composition of employees, and other factors. The strongest factors identified were the relative size of the companies and management composition. Based on financial measures, REIT I was a larger entity than REIT II and REIT III. REIT I had more common stock outstanding at a higher net asset value than REIT II and REIT III and upon the consummation of the Mergers was issued more shares of REIT II than were held by REIT II stockholders or than were issued to REIT III stockholders in the REIT III Merger. REIT I also contained the management entity. Based on these factors, REIT I was concluded to be the accounting acquirer. The assets (including identifiable intangible assets) and liabilities of REIT II and REIT III as of the effective time of the respective Mergers were recorded at their respective relative fair values and added to those of REIT I. Transaction costs incurred by REIT I in connection with the Mergers were capitalized in the period in which the costs were incurred and services were received. The total purchase price was allocated to the individual assets acquired and liabilities assumed based upon their relative fair values based on appraisals and other methods. Intangible assets were recognized at their relative fair values in accordance with ASC 805. The REIT I Merger was effected by each of REIT I’s 70.3 million issued and outstanding shares of common stock being converted into the right to receive 1.22423 shares (“REIT I Exchange Ratio”) of common stock of REIT II (“REIT II Common Stock”), for a total of 86.1 million newly issued shares of REIT II Common Stock. The 60.0 million issued and outstanding shares of REIT II Common Stock that were outstanding at the time of the REIT I Merger remain outstanding. As the REIT I Merger is considered a reverse acquisition, the total consideration transferred was computed on the basis of an estimated net asset value per share of the merged entity of $ 9.06 per share as of January 28, 2021, divided by the REIT I Exchange Ratio to compute the estimated REIT I value per share as of January 28, 2021 of approximately $ 11.09 per share. Consideration transferred is calculated as such (in thousands except share and per share data): Merged entity estimated net asset value as of merger date $ 9.06 REIT I exchange ratio 1.22423 REIT I estimated value per share as of January 28, 2021 $ 11.09 REIT II common stock outstanding as of January 28, 2021 60,026,513 REIT I exchange ratio 1.22423 Implied REIT I common stock issued as consideration 49,032,055 REIT I estimated value per share as of January 28, 2021 $ 11.09 Value of implied REIT I common stock issued as consideration $ 543,840 The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $ 5.0 million in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT II, is as follows (in thousands): Assets: Land $ 127,920 Building and improvements 940,630 Intangibles 6,765 Cash and restricted cash 67,563 Other assets 6,062 Total assets $ 1,148,940 Liabilities: Mortgage notes payable, net of $ 3.0 million discount $ 580,676 Due to related parties 988 Accounts payable and other liabilities 18,456 Total liabilities 600,120 Fair value of net assets acquired $ 548,820 Less: REIT I's Merger expenses 4,980 Fair value of net assets acquired, less REIT I's Merger expenses $ 543,840 Although REIT I is the accounting acquirer, REIT II is the legal acquirer of both REIT III and REIT I. As such, the 12.1 million issued and outstanding shares of REIT III common stock were converted into the right to receive 0.925862 newly issued shares REIT II Common Stock. Consideration transferred is calculated as such (in thousands except share and per share data): REIT III common stock outstanding as of January 28, 2021 12,092,466 REIT III exchange ratio 0.925862 REIT II shares issued as consideration 11,195,955 REIT I exchange ratio 1.22423 Implied REIT I common stock issued as consideration 9,145,303 REIT I estimated value per share as of January 28, 2021 $ 11.09 Value of implied REIT I common stock issued as consideration $ 101,435 The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $ 929,000 in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT III, is as follows (in thousands): Assets: Land $ 43,733 Building and improvements 184,400 Intangibles 1,609 Cash and restricted cash 22,969 Other assets 626 Total assets $ 253,337 Liabilities: Mortgage notes payable, net of $ 2.1 million premium $ 147,191 Due to related parties 836 Accounts payable and other liabilities 2,946 Total liabilities 150,973 Fair value of net assets acquired $ 102,364 Less: REIT I's Merger expenses 929 Fair value of net assets acquired, less REIT I's Merger expenses $ 101,435 Valuation and Purchase Price Allocation The Company obtained third party appraisals for all properties included in the Mergers which the Company utilized to allocate the purchase price based on the relative fair value. Land was valued based on similar (but not identical) transactions in the subject properties market with the appraiser making adjustments based on both qualitative and quantitative data (Level 3). The buildings were valued based on the “as-if-vacant” value which is estimated using an income, or discounted cash flow model, using market assumptions pertaining to, among other items, absorption period, lease-up costs, market rent, operating expenses and terminal capitalization and discount rates (Level 3). Capitalization rates used in the analysis ranged from 4.5 % to 5.5 % and discount rates ranged from 5 % to 7.25 %. Building improvements and furniture, fixtures and equipment were valued using the cost approach, in which the appraiser utilized Marshall Valuation Service as the source for the replacement cost and life estimates and included soft costs and entrepreneurial incentive. The total cost estimates were depreciated based on the estimated effective ages of each asset compared to their anticipated lives. In place leases were valued using market rent estimates for units based on recently signed leases as well as market rents signed at competing properties. A downtime estimate was then applied to each tenant based upon their market leasing assumption. The lease in place value is calculated as the total market rent multiplied by the downtime of each tenant, aggregated by unit type (Level 3). Assumed debt was valued based on recently closed transactions and investor surveys for spreads and rates applicable to each property. The market interest rate was calculated using the most applicable treasury rate based on the remaining term of the debt and applying a market-derived spread (Level 3). The revenue and net loss of the 23 properties ( 6,508 units) acquired in the Mergers is as follows for the three and six months ended June 30, 2021 (in thousands): REIT II REIT III Total Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenue $ 22,379 $ 37,984 $ 5,514 $ 9,381 $ 27,893 $ 47,365 Net loss $ ( 4,908 ) $ ( 9,885 ) $ ( 1,071 ) $ ( 1,700 ) $ ( 5,979 ) $ ( 11,585 ) Pro Forma Financial Information (unaudited) The following condensed pro forma operating information is presented as if the Mergers and the Self–Management Transaction had been included in operations as of January 1, 2020 (in thousands, except per share data): Six Months Ended Year Ended June 30, 2021 December 31, 2020 Revenue $ 123,212 $ 239,902 Net loss $ ( 3,806 ) $ ( 63,985 ) Net loss attributable to noncontrolling interests $ 277 $ 3,287 Net loss attributable to common stockholders $ ( 5,769 ) $ ( 65,178 ) Net loss to common stockholders per share, basic and diluted $ ( 0.04 ) $ ( 0.41 ) |
Disposition of Property
Disposition of Property | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Property | NOTE 7 - DISPOSITION OF PROPERTY The Company disposed of one property during the three and six months ended June 30, 2021 . There were no dispositions during the three and six months ended June 30, 2020 . The following table presents details of the Company's disposition activity during the three and six months ended June 30, 2021 (in thousands): Net Gain on Disposition of Property Multifamily Community Location Sale Date Contract Sales Price Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Evergreen at Coursey Place Baton Rouge, LA 6/29/2021 $ 49,751 $ 18,734 $ 18,734 The following table presents the Company's revenues and net income attributable to the property sold, excluding gain on sale, for the three and six months ended June 30, 2021: Revenues Attributable to Property Sold Net Income/(Loss) Attributable to Property Sold Multifamily Community Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Evergreen at Coursey Place $ 1,092 $ 2,213 $ 41 $ ( 152 ) |
Identified Intangible Assets, N
Identified Intangible Assets, Net and Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Identified Intangible Assets, Net and Goodwill | NOTE 8 - IDENTIFIED INTANGIBLE ASSETS, NET AND GOODWILL Identified intangible assets, net, relate to in-place apartment unit rental and antennae leases. The net carrying value of the acquired in-place leases totaled $ 1.0 million and $ 5,000 as of June 30, 2021 and December 31, 2020 , respectively, net of accumulated amortization of $ 33.4 million and $ 27.1 million, respectively. The $ 1.0 million net carrying value of acquired in-place lease will be fully amortized in the third quarter of 2021. Amortization of the antennae leases for the three and six months ended June 30, 2021 was approximately $ 1,400 and $ 2,700 , respectively. Amortization of the antennae leases for the three and six months ended June 30, 2020 was approximately $ 3,100 and $ 6,200 , respectively. Amortization of the in-place apartment unit rentals was $ 4.4 million and $ 7.3 million for the three and six months ended June 30, 2021, respectively. There was no amortization of in-place apartment unit rentals for the three and six months ended June 30, 2020. As of June 30, 2021 and December 31, 2020 , the Company had approximately $ 154.7 million and $ 154.9 of goodwill included on the consolidated balance sheets, respectively. The table below presents the rollforward of activity in goodwill for the six months ended June 30, 2021: Balance, January 1, 2021 $ 154,935 Sale of Evergreen at Coursey Place ( 268 ) Balance, June 30, 2021 $ 154,667 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 - DEBT The following table presents a summary of the Company's debt (in thousands): Weighted Average Maturity in Years at June 30, 2021 December 31, 2020 June 30, 2021 Mortgage notes payable, net - variable rate $ 707,069 $ 675,791 4.17 Mortgage notes payable, net - fixed rate 847,096 150,195 6.45 Total mortgage notes payable, net $ 1,554,165 $ 825,986 5.41 Revolving credit facility $ — $ — — Weighted average interest rate on mortgages - variable 2.08 % 2.12 % Weighted average interest rate on mortgages - fixed 3.04 % 4.03 % Weighted average interest rate on revolving credit facility — — Weighted average interest rate on total debt 2.60 % 2.46 % Structured Credit Facility On January 28, 2021, subsidiaries of the Company (collectively, “Borrower”) entered into a structured credit facility transaction with CBRE Multifamily Capital, Inc. for delivery of loans and/or advances to Fannie Mae (the “Facility”) for a term of 15 years (the “Facility Termination Date”). Pursuant to the terms of the loan documents for the Facility, the lender agreed to make advances at both fixed and variable rates to Borrower during the term of the Facility provided that Borrower satisfies certain customary conditions as set forth in the Facility loan documents (the “Loan Documents”), including debt service coverage tests and loan-to-value tests. The fixed rate advances in the Facility may have terms not less than five or more than 15 years from the closing of such advance and variable rate advances in the Facility may have terms not less than five or more than 10 years from the closing of such advance. All advances must have maturity dates that do not exceed the Facility Termination Date. Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents. The Facility is non-recourse to the Borrower except for the customary exceptions to non-recourse provisions of the Loan Documents (“carve-outs”). The Borrower’s obligations for the carve-outs are guaranteed solely by the Borrowers. The Company is the key principal under the Facility and as such must continue to indirectly own an interest in each Borrower and is subject to certain transfer restrictions with respect to its ownership interest in each Borrower as provided in the Loan Documents. In addition, the Facility contains customary representations and warranties, financial and other covenants, events of default and remedies typical for this type of facility. The initial advance of $ 495.2 million under the Facility occurred on January 28, 2021 and is secured by the following twelve multifamily properties located in Arizona, Colorado, Georgia, Oregon and Texas (including five properties formerly held by REIT II): Estates at Johns Creek, Heritage Pointe, Providence in the Park, South Lamar Village, Verona Apartments, Westside, 81 Fifty at West Hills, Adair off Addison I & II, Montclair Terrace, Palmer at Las Colinas, and Uptown Buckhead. The proceeds from the initial advance were used to refinance or pay off $ 462.0 million of the Company’s debt. Loans that were repaid in full were loans secured by Vista Apartment Homes, Cannery Lofts, Retreat at Rocky Ridge, Tech Center Square, and Aston at Cinco Ranch. The Company recorded $ 4.6 million of extinguishment costs upon the refinance for the six months ended June 30, 2021 including $ 2.4 million in prepayment penalties. Additional information about the initial advance on the Facility, which is included in Mortgage notes payable, net on the Consolidated Balance Sheet as of June 30, 2021, is as follows (in thousands): Collateral Original Loan Amount Maturity Date Type Annual Interest Rate Fixed Advance 1 $ 235,205 2/1/2031 Fixed 2.79 % Fixed Advance 2 $ 235,205 2/1/2028 Fixed 2.62 % Floating Advance $ 24,760 2/1/2031 Floating (1) 2.07 % (1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06 %. Revolving Credit Facility On May 20, 2021, the Company entered into a Credit Agreement (the “Credit Facility”) for which BofA Securities, Inc. acted as sole book runner and sole lead arranger and Bank of America, N.A. acted as administrative agent and L/C issuer (the “Credit Agreement”). The Credit Facility is a secured revolving credit facility in the initial amount of $ 100 million, including $ 15 million available in letters of credit, subject to the Company's ability to increase the lenders’ aggregate commitment during the term of the Credit Agreement to a maximum of $ 500 million, subject to certain limitations. The availability of borrowings under the Credit Facility will be based on the value of a pool of eligible income-producing multifamily properties owned, directly or indirectly and from time to time, by the Company or subsidiaries of Company. The Credit Facility is a three-year interest-only facility with all outstanding principal due at maturity, subject to a one-year extension option. The Credit Facility may be prepaid or terminated at any time without penalty. The proceeds of the Credit Facility may be used for general corporate purposes, including refinancing existing indebtedness and working capital. The Credit Facility is guaranteed by the Company and certain subsidiaries of the Company, and secured by a pledge of the equity interests of certain of the Company’s subsidiaries. Borrowings under the Credit Facility will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as a rate equal to LIBOR or a comparable or successor rate) for a designated interest period plus an applicable margin, or the base rate (as defined as the highest of the Bank of America prime rate, the federal funds rate plus 0.50 % or the Eurodollar Rate plus 1.0 %) plus an applicable margin. The anticipated applicable margin for borrowings under the Credit Facility for base rate loans will range from 0.60 % to 1.20 % per annum and the applicable margin for Eurodollar Rate loans will range from 1.60 % to 2.20 % per annum, depending on the ratio of consolidated total indebtedness to total asset value (as such terms are defined in the Credit Agreement), with the lowest rate applying if such ratio is less than 45 %, and the highest rate applying if such ratio is equal to or greater than 60 %. The Company is also required to pay a fee to the lenders that is assessed on the unused portion of the facility. A default rate will apply on all obligations in the event of default under the Credit Facility at 2.0 % above the otherwise applicable rate. The Company is also subject to certain financial covenants, including (i) the ratio of the Company’s consolidated indebtedness to total asset value not to exceed 65 % as of the last day of each of the first six fiscal quarters ending after May 20, 2021 and 60 % as of the last day of each fiscal quarter thereafter; (ii) consolidated secured recourse indebtedness other than the Credit Facility not to exceed 5 % of total asset value; (iii) consolidated fixed charge coverage ratio not less than 1.35 x to 1.00x as of the last day of each of the first four fiscal quarters ending after May 20, 2021 and 1.50 x to 1.00x as of the last day of each fiscal quarter thereafter; and (iv) tangible net worth not less $ 678.8 million, plus 75 % of the net proceeds of any future equity issuances by the Company or any of its consolidated subsidiaries. The Company is in compliance with each of the applicable financial covenants as of June 30, 2021. There were no borrowings under the Credit Facility during the three months ended June 30, 2021. As of June 30, 2021, availability under the Credit Facility was $ 76.5 million and was secured by five apartment communities: Vista Apartment Homes, Cannery Lofts, Retreat at Rocky Ridge, Tech Center Square, and Aston at Cinco Ranch. The Company has $ 1.1 million of deferred finance costs, net for the Credit Facility which is included in Prepaid Expenses and Other Assets on the Consolidated Balance Sheet as of June 30, 2021, which will be amortized over the term of the Credit Facility. Other Debt Mortgage notes payable assumed as part of both the Mergers and the acquisitions of Point Bonita Apartment Homes, Paladin (Pines of York and Evergreen at Coursey (prior to the sale)), and Maxwell were recorded at their fair values. The premium or discount is amortized over the remaining term of the loans and included in interest expense. The net premium or discount included in the consolidated balance sheets at June 30, 2021 was $ 181,316 . For the three months ended June 30, 2021 and 2020 , interest expense was reduced by approximately $ 157,000 and $ 82,000 , respectively, for the amortization of the premium or discount. For the six months ended June 30, 2021 and 2020 , interest expense was increased by approximately $ 365,000 and reduced by $ 164,000 , respectively, for the amortization of the premium or discount. As of June 30, 2021, the Company owned 45 apartment communities that served as collateral for mortgages payable. All mortgage notes are collateralized by a first mortgage lien on the assets of the respective property. The amount outstanding on the mortgages may be prepaid in full during the entire term with a prepayment penalty on the majority of mortgages held. The following table presents the Company's annual future principal payments on outstanding borrowings as of June 30, 2021 (in thousands): Remainder 2021 $ 40,043 2022 53,280 2023 58,672 2024 280,123 2025 191,725 2026 114,210 Thereafter 823,149 $ 1,561,202 The mortgage notes payable are recourse only with respect to the properties that secure the notes, subject to certain limited standard exceptions, as defined in each mortgage note. These exceptions are referred to as “carveouts.” The Company has guaranteed the carveouts under mortgage notes, other than the notes with respect to the Credit Facility, by executing a guarantee with respect to the properties. In general, carveouts relate to damages suffered by the lender for a borrower’s failure to pay rents, insurance or condemnation proceeds to lender, failure to pay water, sewer and other public assessments or charges, failure to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents. The exceptions also require the Company to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the borrower voluntarily files for bankruptcy or seeks reorganization, or if a related party of the borrower does so with respect to the subsidiary. As of June 30, 2021, the Company believes that there are no material defaults or instances of noncompliance in regards to any of these mortgages payable. The Company has a $ 74.9 million mortgage secured by The Bryant at Yorba Linda which matures on April 15, 2027 . The mortgage loan includes net worth, liquidity, and debt service coverage ratio covenants. The Company was in compliance with all covenants related to this loan as of June 30, 2021. Deferred financing costs incurred to obtain financing are amortized over the term of the related debt. During the three months ended June 30, 2021 and 2020 , $ 404,000 and $ 358,000 , respectively, of amortization of deferred financing costs was included in interest expense. During the six months ended June 30, 2021 and 2020 , $ 2.9 million and $ 754,300 , respectively, of amortization of deferred financing costs was included in interest expense. Accumulated amortization of deferred financing costs related to mortgages payable as of June 30, 2021 and December 31, 2020 was $ 4.4 million and $ 6.4 million, respectively and the net book value of deferred financing costs as of June 30, 2021 and December 31, 2020 related to mortgage notes payable was $ 7.2 million and $ 5.7 million, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | NOTE 10 - LEASES As the lessee, the Company’s operating leases primarily consist of office leases, a parking lot lease and office equipment leases. These operating leases have remaining terms ranging from less than one year to six years . Some of the leases include options to extend the lease for up to an additional five years . Only those rental periods reasonably certain to be extended beyond the initial term expiration are included within the calculation of the operating lease liability. As of June 30, 2021 , the payments due under the contractually-obligated portion of these leases totaled $ 3.1 million. The market rate is used for leases, when readily determinable, in calculating the present value of lease payments for the operating lease liability. Otherwise, the incremental borrowing rate based on the information available at commencement date is used. As of June 30, 2021 , the weighted average remaining lease term was 5.15 years and the weighted average discount rate was 2.22 % for the Company’s operating leases. As of June 30, 2021 , the Company included approximately $ 2.9 million in its consolidated balance sheet for both operating lease right-of-use assets and operating lease liabilities. The Company’s lease expense related to the parking lot lease for both three and six months ended June 30, 2021 and three and six months ended June 30, 2020 was approximately $ 9,000 and $ 18,000 , which is included in rental operating expenses in the consolidated statements of operations. The Company’s lease expense related to all other leases for the three and six months ended June 30, 2021 was approximately $ 161,300 and $ 323,100 respectively, which is included in general and administrative expenses in the consolidated statements of operations. The Company’s lease expense related to all other leases for the three and six months ended June 30, 2020 was approximately $ 13,500 and $ 40,700 respectively, which is included in general and administrative expenses in the consolidated statements of operations. The following table presents the Company’s annual payments for the operating lease liabilities (including reasonably assured extension periods) for each of the next five 12–month periods ending June 30, and thereafter (in thousands): Remainder 2021 $ 308 2022 583 2023 572 2024 573 2025 586 Thereafter 448 $ 3,070 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in each component of the Company's accumulated other comprehensive income (loss) for the six months ended June 30, 2021 and 2020 (in thousands): Balance, January 1, 2021 $ ( 391 ) Reclassification adjustment for realized loss on designated derivatives 59 Designated derivatives, fair value adjustments 337 Balance before noncontrolling interest $ 5 Noncontrolling interest ( 21 ) Balance, June 30, 2021 $ ( 16 ) Balance, January 1, 2020 $ ( 218 ) Reclassification adjustment for realized loss on designated derivatives 80 Designated derivatives, fair value adjustments 30 Balance, June 30, 2020 $ ( 108 ) |
Certain Relationships and Relat
Certain Relationships and Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Certain Relationships and Related Party Transactions | NOTE 12 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In the ordinary course of its business operations, the Company has ongoing relationships with several related parties. Relationship with C-III and RAI C-III and its subsidiary own approximately 7.5 million OP Common Units and 319,965 OP Preferred Units. Prior to the Self-Management Transaction, C-III controlled our Former Advisor as well as the external advisors to REIT II and REIT III, as indirect subsidiaries of RAI, and owned the property management entities for the Company, REIT II and REIT III. On September 8, 2020, the Company entered into a Transitional Services Agreement with C-III, Advisor Contributor and RAI (the “Transitional Services Agreement”), pursuant to which, effective September 8, 2020 and for a one-year period, C-III provided, or will cause to be provided, to the Company and its affiliates and subsidiaries certain services in order to ensure an orderly transition and the continued conduct and operation of the advisory and property management business acquired by the Company in connection with the Self-Management Transaction. In connection with these services, the Company has paid C-III an agreed-upon monthly fee for each service provided, as well as reimbursement of out-of-pocket expenses incurred by C-III and RAI as a result of the provision of these services. C-III also reimbursed the Company for services provided by the Company’s employees to C-III during this period. In addition, C-III sublet from the Company a portion of the office space in Philadelphia until December 31, 2020. Property loss policy . The Company participated (with other properties directly or indirectly managed by RAI and C-III) in a catastrophic insurance policy, which covered claims up to $ 250.0 million, after either a $ 25,000 or a $ 100,000 deductible per incident, depending on location and/or type of loss. Therefore, unforeseen or catastrophic losses in excess of the Company's insured limited could have a material adverse effect on the Company's financial condition and operating results. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III. General liability loss policy. The Company (with other properties directly managed by RAI) had an insured and dedicated limit for the general liability of $ 1,000,000 per occurrence. Total claims were limited to $ 2.0 million per premium year. In excess of these limits, the Company participated (with other properties directly or indirectly managed by RAI and C-III) in a $ 50.0 million per occurrence excess liability program. Therefore, the total insured limit per occurrence is $ 51.0 million for the general and excess liability program, after a $ 25,000 deductible per incident. This policy expired on March 1, 2021 and was replaced with similar coverage in the normal course of business independent of RAI and C-III. Internal audit . Prior to the Self-Management Transaction, RAI performed internal audit services for the Company. Directors and officers liability insurance. Prior to the Self-Management Transaction in September 2020, the Company participated in a liability insurance program for directors and officers coverage with other C-III managed entities and subsidiaries. Thereafter, until the effectiveness of the Merger, the Company participated in a liability insurance program for directors and officers coverage with REIT II and REIT III. Other expenses. The Company utilizes the services of The Planning and Zoning Resource Company, an affiliate of C-III, for zoning reports for acquisitions. Relationship with the Former Advisor In September 2009, the Company entered into an advisory agreement, which has been amended at various times thereafter (the “Advisory Agreement”), pursuant to which the Former Advisor provided the Company with investment management, administrative and related services. The Advisory Agreement has a one-year term and may be renewed for an unlimited number of successive one-year terms. The current term of the Advisory Agreement expires on September 11, 2021. Under the Advisory Agreement, the Former Advisor received fees and was reimbursed for its expenses as set forth below. Following the Self-Management transaction, the Company is no longer externally advised and these fees will not be paid: Acquisition fees. The Company paid the Former Advisor an acquisition fee of 2.0 % of the cost of investments acquired on behalf of the Company, plus any capital expenditure reserves allocated, or the amount funded by the Company to acquire loans, including acquisition expenses and any debt attributable to such investments. Asset management fees. The Company paid the Former Advisor a monthly asset management fee equal to one -twelfth of 1.0 % of the higher of the cost or the independently appraised value of each asset, without deduction for depreciation, bad debts or other non-cash reserves. The asset management fee was based only on the portion of the costs or value attributable to the Company’s investment in an asset if the Company did not own all or a majority of an asset and does not manage or control the asset. Disposition fees. The Former Advisor earned a disposition fee in connection with the sale of a property equal to the lesser of one -half of the aggregate brokerage commission paid, or if none is paid, 2.75 % of the contract sales price. Debt financing fees. The Former Advisor earned a debt financing fee equal to 0.5 % of the amount available under any debt financing obtained for which it provided substantial services. Expense reimbursements. The Company also paid directly or reimbursed the Former Advisor for all of the expenses paid or incurred by the Former Advisor or its affiliates on behalf of the Company or in connection with the services provided to the Company in relation to its public offering, including its ongoing distribution reinvestment plan offering. Reimbursements also included expenses the Former Advisor incurred in connection with providing services to the Company, including the Company’s allocable share of costs for Former Advisor personnel and overhead, out of pocket expenses incurred in connection with the selection and acquisition of properties or other real estate related debt investments, whether or not the Company ultimately acquires the investment. However, the Company did not reimburse the Former Advisor or its affiliates for employee costs in connection with services for which the Former Advisor earned acquisition or disposition fees. Following the Self-Management Transaction, REIT I, as the indirect owner of the advisor to REIT II and REIT III, received asset management fees, property management fees and debt financing fees from REIT II and REIT III until the Merger in January 2021. Relationship with Resource Real Estate Opportunity Manager Prior to the Self-Management Transaction, Resource Real Estate Opportunity Manager (the “Manager”) managed the Company's real estate properties and real estate-related debt investments and coordinated the leasing of, and managed construction activities related to, some of the Company’s real estate properties pursuant to the terms of the management agreement with the Manager. The Manager is an indirect subsidiary of the Company. Property management fees. Prior to the Self-Management Transaction, the Manager earned 4.5 % of the gross receipts from the Company's properties, provided that for properties that were less than 75 % occupied, the manager received a minimum fee for the first 12 months of ownership for performing certain property management and leasing activities. The Manager subcontracted certain services to an unaffiliated third-party, Greystar, and paid for those services from its property management fee. Construction management fees. The Manager earned a construction management fee of 5.0 % of actual aggregate costs to construct improvements to, or to repair, rehab or reconstruct a property. Debt servicing fees. The Manager earned a debt servicing fee of 2.75 % on payments received from loans held by the Company for investment. Information technology fees and operating expense reimbursement. During the ordinary course of business, the Manager or other affiliates of RAI paid certain shared information technology fees and operating expenses on behalf of the Company for which they were reimbursed. Relationship with ACRES Commercial Realty Corp. (“ACR”) The Company provided office space and other office-related services to ACRES Commercial Realty Corp. (f/k/a Exantas Capital Corp.) under a sublease that was assigned from RAI which terminated on March 31, 2021. In addition, three employees of the Company provided internal audit services under an internal audit engagement letter that was assigned from RAI to Resource NewCo LLC, a subsidiary of the Company. Thomas C. Elliott, Chief Financial Officer, was a director of ACR. The following table presents the Company's amounts payable to, and amounts receivable from, such related parties (in thousands): June 30, 2021 December 31, 2020 Due from related parties: REIT II Management fees — 327 Operating expense reimbursements — 1,588 — 1,915 REIT III Management fees — 79 Deferred organization and offering costs reimbursements — 769 — 848 $ — $ 2,763 Due to related parties: C-III/RAI Self-Management Transaction consideration 1,875 19,125 Allocation of income to preferred unit holders 1,120 1,120 Participating common distribution 27 — $ 3,022 $ 20,245 The following table presents the Company's fees earned by, and expenses paid to, such related parties (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fees earned / expenses paid to related parties: Former Advisor (prior to 9/8/2020): Acquisition costs (1) $ — $ — $ — $ 113 Asset management fees (2) — 3,091 — 6,182 Debt financing fees (4) — 43 — 43 Overhead allocation (3) — 1,096 — 2,268 Internal audit (3) — 28 — 56 Manager (prior to 9/8/2020): Property management fees (2) $ — $ 1,456 $ — $ 2,947 Construction management fees (4) — 20 — 146 Debt servicing fees (2) — — — 1 REIT II (prior to 1/28/2021): Asset management fee income $ — $ — $ 669 $ — Property management fee income — — 275 — Operating expense reimbursements (3) — — 371 — Internal audit (3) — — 8 — REIT III (prior to 1/28/2021): Asset management fee income $ — $ — $ 164 $ — Property management fee income — — 67 — C-III/RAI: Transition services paid to C-III (3) $ — $ — $ 2 $ — Preferred unit distributions 1,120 — 2,240 — ACR Internal audit $ — $ — $ 37 $ — Sublease rent reimbursement (3) — — 30 — (1) Included in Acquisition Costs on the consolidated statements of operations. This amount represents the net acquisition fee paid to the Former Advisor during the six months ended June 30, 2020 for additional capital funding contributed to the properties. (2) Included in Management fees - related party on the consolidated statements of operations. (3) Included in General and administrative on the consolidated statements of operations. (4) Capitalized and included in Rental Properties, net on the consolidated balance sheets. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | NOTE 13 - EQUITY Preferred Stock The Company’s charter authorizes the Company to issue 10.0 million shares of its $ 0.01 par value preferred stock. As of June 30, 2021 and December 31, 2020 , no shares of preferred stock were issued and outstanding. Common Stock As of June 30, 2021 , the Company had an aggregate 158.0 million shares of its $ 0.01 par value common stock outstanding including 1.0 million of unvested restricted shares. In accordance with the Company’s distribution reinvestment plan (“DRP”), participants in the DRP acquire shares of common stock under the plan at a price equal to 95% of the current estimated value per share of common stock. Commencing on March 31, 2021, participants acquire shares of the Company’s common stock under the plan at a price equal to $ 8.61 per share. The following table summarizes the activity (in thousands): Shares Gross Shares issued through private offering 1,279,227 $ 12,737 Shares issued through primary public offering 129,923,354 1,289,845 Shares issued through stock distributions 2,406,986 — Shares issued through distribution reinvestment plan 28,413,976 274,108 Restricted shares issued to employees 1,356,604 — Shares issued in conjunction with the Merger 14,724,323 — Total 178,104,470 $ 1,576,690 Shares redeemed and retired ( 20,095,284 ) Total shares issued and outstanding as of June 30, 2021 158,009,186 Convertible Stock As of December 31, 2020, REIT I had 49,935 of $ 0.01 par value convertible stock outstanding. RAI owned 30,273 shares, affiliated persons owned 18,790 shares and outside investors owned 872 shares at December 31, 2020. The convertible stock would have converted into shares of the Company’s common stock upon the occurrence of certain events. Upon the closing of the Mergers, each share of REIT I Convertible Stock converted into the right to receive $ 0.02 in cash (without interest). As of June 30, 2021 , the Company had 50,000 shares of $ 0.01 par value convertible stock outstanding which were owned by the Company and affiliated persons. The convertible stock will convert into shares of the Company’s common stock upon the occurrence of (a) the Company having paid distributions to common stockholders that in the aggregate equal 100 % of the price at which the Company originally sold the shares plus an amount sufficient to produce a 7 % cumulative, non-compounded annual return on the shares at that price; or (b) if the Company lists its common stock on a national securities exchange and, on the 31st trading day after listing, the Company’s value based on the average trading price of its common stock since the listing, plus prior distributions, combine to meet the same 7 % return threshold. Each of these two events is a “Triggering Event.” Upon a Triggering Event, the Company's convertible stock will, unless its advisory agreement has been terminated or not renewed on account of a material breach by Resource Real Estate Opportunity Advisor II, LLC, a wholly-owned subsidiary of the Company, generally be converted into a number of shares of common stock equal to 1 / 50,000 of the quotient of: (A) the lesser of (i) 15 % of the amount, if any, by which (1) the value of the Company as of the date of the event triggering the conversion plus the total distributions paid to its stockholders through such date on the then-outstanding shares of its common stock exceeds (2) the sum of the aggregate issue price of those outstanding shares plus a 7 % cumulative, non-compounded, annual return on the issue price of those outstanding shares as of the date of the event triggering the conversion, or (B) the value of the Company divided by the number of outstanding shares of common stock, in each case, as of the date of the event triggering the conversion. As of June 30, 2021 , no Triggering Event has occurred or was probable to occur. Redemption of Securities During the six months ended June 30, 2021, the Company redeemed shares of its outstanding common stock as follows: Period Total Number of Shares Redeemed (1) Average Price Paid per Share January 2021 136,685 $ 9.08 February 2021 — — March 2021 169,112 $ 9.08 April 2021 — — May 2021 — — June 2021 148,989 $ 9.06 454,786 (1) The shares redeemed in January 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees. Amended Share Redemption Program On February 3, 2021, the Board of Directors of the Company ("the Board") adopted the Fifth Amended and Restated Share Redemption Program (the “Amended SRP”) pursuant to which, subject to significant conditions and limitations of the program, stockholders of the Company can have their shares repurchased by the Company. The Amended SRP provides that redemptions will continue to be made quarterly but in an amount not to exceed proceeds from the sale of shares in the distribution reinvestment plan in the immediately preceding calendar quarter; provided that, for any quarter in which no distribution reinvestment plan proceeds are available, the funding limitation for the quarter will be set by the Board upon ten business days’ notice to stockholders. Additional changes to the share redemption program in the Amended SRP clarify the timing of redemption procedures. The effective date of any redemption (the “Redemption Date”) will be the 15 th day (or the next business day thereafter) of the last month of the calendar quarter. Redemption requests must be received by the Company no later than the last business day of the calendar month preceding the month in which the Redemption Date falls. Payment for shares redeemed will be made no later than five business days after the Redemption Date. In addition, the Amended SRP clarifies that stockholders eligible to have their shares repurchased by the Company include those who purchased their shares from REIT I or REIT III in their respective initial public offering and distribution reinvestment plans and do not include those stockholders who acquired their shares for value from another stockholder. The Amended SRP also removes any reference to the Former Advisor and its affiliates as the Company is now self-managed. The share redemption program remains partially suspended and, until the Board determines otherwise, the Company will continue to only consider redemption requests submitted in connection with a stockholder’s death, qualifying disability, or confinement to a long-term care facility (each as described in the Amended SRP and collectively, “Special Redemptions”). While the share redemption program is partially suspended, the Company will only accept requests for Special Redemptions and all other requests will not be honored or retained, but will be cancelled with the ability to resubmit when, if ever, the share redemption program is fully resumed. Distributions Paid to Common Stockholders For the six months ended June 30, 2021 , the Company paid common stockholders aggregate distributions of $ 22.1 million including $ 5.2 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan and $ 16.9 million of distributions paid in cash as follows (in thousands, except per share data): Record Date Per Common Distribution Date Net Cash Distribution Distributions Reinvested in Shares of Common Stock Total Aggregate Distribution March 30, 2021 $ 0.07 March 31, 2021 $ 8,539 $ 2,490 $ 11,029 June 29, 2021 0.07 June 30, 2021 8,365 2,674 11,039 $ 0.14 $ 16,904 $ 5,164 $ 22,068 Share-Based Compensation On September 8, 2020, the board of directors of REIT I adopted the Resource Real Estate Opportunity REIT, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). At the effective time of the REIT I Merger, the Company assumed the 2020 LTIP as amended to replace all references to REIT I to the Company. The purpose of the 2020 LTIP is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain, and reward certain eligible persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The 2020 LTIP allows for grants to the Company’s employees, consultants, and directors of stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. The maximum aggregate number of shares of common stock of the Company that may be issued pursuant to awards granted under the 2020 LTIP is 3.5 million shares. In conjunction with the Self-Management Transaction in September 2020, officers and certain employees of REIT I were granted awards of restricted stock of REIT I pursuant to the 2020 LTIP in the aggregate amount of 645,526 shares. Upon the REIT I Merger, these grants converted to 790,272 shares of the Company. The fair value of the shares granted as converted upon the REIT I Merger were estimated to be $ 9.08 per share. Of the awards granted, 779,102 shares of restricted stock are performance-based awards and vested 40 %, or 311,641 shares, upon the completion of the REIT I Merger; and 60 % will vest upon the completion of an initial public offering or a future liquidity event. The remaining 11,170 shares of restricted stock granted are time-based awards and will vest ratably over a three-year period. The Company recorded compensation expense in the six months ended June 30, 2021 related to these awards of approximately $ 3.4 million. Dividends on the performance-based awards of restricted stock will not be paid but will be accrued over the vesting period. The accrual at June 30, 2021 was approximately $ 84,000 and was included in Accounts payable and accrued expenses on the consolidated balance sheets. On February 17, 2021, the Compensation Committee (the “Committee”) of the Board of the Company approved performance-based long-term equity incentive awards pursuant to the 2020 LTIP. The awards were granted effective February 17, 2021 (the grant date), and the number of shares of the Company’s common stock (the “Common Stock”) underlying the awards (that is, the number of shares corresponding to the dollar amounts described below) were determined based on the most recently approved estimated value per share of the Common Stock of $ 9.08 as approved by the Board on March 19, 2020. After the actual amount of the performance-based award is determined (or earned), the earned shares will be fully vested and generally transferable. Dividends will be deemed to have accrued on all of the earned shares during the measuring period until the determination date. Such accrued dividends on earned shares will be paid to the awardee on the determination date. Thereafter, the awardee is entitled to receive dividends as declared and paid on the earned shares. The awardee will be entitled to vote the shares from the grant date. The awards were designed to align the executive officers’ interests with those of the Company’s stockholders and are a significant component of overall executive officer compensation. Employees were awarded 404,306 shares of three-year vesting restricted stock and the Company’s non-employee directors were awarded 28,632 shares of one-year vesting restricted stock during the six months ended June 30, 2021. The following table presents the changes in unvested restricted stock for the six months ended June 30, 2021: Performance Based Awards Weighted Average Grant Date Fair Value Time-Based Service Awards Weighted Average Grant Date Fair Value Total Awards Unvested restricted shares, beginning of period 779,102 11,170 790,272 Granted 135,045 $ 9.08 432,938 $ 9.08 567,983 Forfeited — ( 1,651 ) ( 1,651 ) Vested ( 311,641 ) — ( 311,641 ) Unvested restricted shares, end of period 602,506 442,457 1,044,963 Noncontrolling Interests Noncontrolling interests represent limited partnership interests in the Operating Partnership, or OP Units, in which the Company is the general partner. General partnership units and limited partnership units of the Operating Partnership were issued as part of the initial capitalization of the Operating Partnership. OP Units were issued as part of the Self-Management Transaction in September 2020. The holders of OP Common Units, including PM Contributor and Advisor Contributor (together the “Contributors”), have the right to cause their operating partnership units to be redeemed by the OP or purchased by the Company for cash. In either event, the cash amount to be paid will be equal to the cash value of the number of the Company’s shares that would be issuable if the OP Common Units were exchanged for shares of the Company’s common stock based on the conversion ratio set forth in Amended and Restated Operating Partnership Agreement. Alternatively, at the Company’s sole discretion, the Company may elect to purchase the OP Common Units by issuing shares of the Company’s common stock for the OP Common Units exchanged based on the conversion ratio set forth in Amended and Restated Operating Partnership Agreement. The conversion ratio is initially one to one, but may be adjusted based on certain events including: (i) if the Company declares or pays a distribution on its outstanding shares in shares of the Company’s common stock, (ii) if the Company subdivides its outstanding shares of common stock, or (iii) if the Company combines its outstanding shares of common stock into a smaller number of shares of common stock. These exchange rights may not be exercised, however, if and to the extent that the delivery of shares upon exercise would (1) result in any person owning shares of the Company’s common stock in excess of the Company’s aggregate stock ownership limit, (2) result in the Company’s shares of common stock being owned by fewer than 100 persons, (3) cause the OP to be “closely held” within the meaning of Section 856(h) of the Code, (4) it would cause the Company to own, directly or constructively, 9.9 % or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code, (5) cause the Company to violate the Securities Act of 1933, as amended (the “Securities Act”), (6) it would require the Company to register shares of its common stock pursuant to the Securities Act, or (7) if the Company believes that the OP will be treated as a “publicly traded partnership” under Section 7704 of the Code, or if the Company no longer qualifies as a REIT. In general, holders of OP Common Units may exercise their exchange rights at any time after one year following the date of issuance of their OP Common Units; however, the Contributors may not exercise their exchange rights with respect to the OP I Common Units they hold until such OP Common Units have been outstanding for at least two years. A holder of OP Common Units may not deliver more than two exchange notices each calendar year and may not exercise an exchange right for less than 1,000 OP Common Units, unless such limited partner holds less than 1,000 units, in which case, such limited partner must exercise its exchange right for all of its OP Common Units. With respect to distribution rights and rights upon liquidation, distribution or winding up of the OP, the OP Preferred Units rank senior to all classes and series of OP Common Units and any other class or series of OP Preferred Units. Each OP Preferred Unit is entitled to a 7.00 % per annum preferred priority return on the stated value of each OP Preferred Unit commencing on the date of issuance and ending on the fifth anniversary of the date of issuance, and thereafter a 10.00 % per annum preferred priority return on the stated value of each OP Preferred Unit (the “Priority Return”), as well as, with respect to such distribution period, the amount of distributions a holder of such OP Preferred Unit would be entitled to receive if such OP Preferred Units were treated as part of a single class of units with the Common Units with the right to participate in distributions pari passu with the Common Units (the “Preferred Return”). In addition, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the OP, the holders of OP Preferred Units are entitled to be paid out of the assets of the OP legally available for distribution, after payment or provision for the OP’s debts and other liabilities, a liquidation preference equal to the stated value per unit plus any accrued but unpaid Priority Return and any accrued but unpaid Preferred Return. Such liquidation preference shall be paid before the OP may pay any liquidating distributions to any holders of OP Common Units. Except as described below, the OP Preferred Units are not redeemable by the OP prior to the first anniversary of the date of issuance. Following such date, the holders of OP Preferred Units may elect to have up to 25 % of the number of OP Preferred Units originally issued to such holder redeemed by the OP each year for the following four years. Such redemption right shall be suspended at such time as the Company applies to list its shares of common stock on a national securities exchange, and shall terminate at such time as the national securities exchange approves the Company’s common stock for listing. Upon the occurrence of a listing of the Company common stock on a national securities exchange, a change of control of the Company, or the second anniversary of the date of issuance, the OP may at its option redeem for cash all or a portion of the then-outstanding OP Preferred Units. The redemption price to be paid in respect of a redemption of one OP Preferred Unit shall be an amount of cash equal to the stated value of such OP Preferred Unit, plus the value as of such date of one share of the Company’s common stock (as may be adjusted), plus any accrued but unpaid Priority Return and any accrued but unpaid Preferred Return (the “Redemption Price”). In the event that the redemption right described above is terminated in connection with a listing of the shares of the Company’s common stock on a national securities exchange, beginning 180 days after the date of such listing, the holders of OP Preferred Units shall have the right to require the Company to purchase the OP Preferred Units in exchange for a number of listed shares of the Company’s common stock determined by dividing (i) the number of OP Preferred Units multiplied by the Redemption Price as of the date of the exchange by (ii) the volume-weighted average price of such listed shares over the 30-day period prior to the date of the exchange. The OP Preferred Units generally will not have any voting rights; however, unless (i) fewer than 12.5 % of the number of OP Preferred Units originally issued remain outstanding, (ii) the holders of a majority of the then-outstanding OP Preferred Units consent, or (iii) an additional class or series of OP Preferred Units is being issued in connection with the full redemption of the OP Preferred Units, the OP shall not issue any class or series of OP Preferred Units with distribution rights and rights upon liquidation, distribution or winding up of the OP senior to the OP Preferred Units. Investor Rights Agreement On September 8, 2020, the Company, the OP, C-III and RAI entered into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, C-III and RAI (or any successor holder) has the right (i) with respect to Common Units of the OP, after September 8, 2022, and (ii) with respect to OP Preferred Units, after 180 days from the date the Company lists its common stock on a national securities exchange (the “Lock-Up Expiration”), to request the Company to register for resale under the Securities Act of 1933, as amended, all or part, but not less than 50%, of the shares of the Company’s common stock issued or issuable to such holder. The Company will use commercially reasonable efforts to file a registration statement on Form S-3 within 30 days of such request and within 60 days of such request in the case of a registration statement on Form S-11 or such other appropriate form. The Company will cause such registration statement to become effective as soon as reasonably practicable thereafter. The Investor Rights Agreement also grants C-III and RAI (or any successor holder) certain “piggyback” registration rights after the Lock-Up Expiration. In addition, the Investor Rights Agreement grants C-III and RAI (or any successor holder) the right, together, to designate one individual to be included on the slate of directors to be voted on by the stockholders of the Company (the “Investor Nominee”). Until C-III and RAI beneficially own, in the aggregate, less than 12.5 % of the OP Preferred Units issued by the OP in connection with the Contribution Agreement, C-III and RAI, together, shall have the right to designate the Investor Nominee, subject to approval of the Company’s board of directors, or any committee of the Company’s board of directors authorized to approve board of directors nominees. The parties to the Investor Rights Agreement acknowledged and agreed that the term of the Investor Nominee designated pursuant to the Investor Rights Agreement is intended to automatically expire immediately on the date on which PM Contributor and Advisor Contributor, together, own less than 12.5 % of OP Preferred Units and that the board of directors of the Company may take actions deemed necessary and appropriate to implement such intention. For the six months ended June 30, 2021, noncontrolling interests were approximately 5.15 % of weighted average shares outstanding (assuming OP units were converted to common stock). The Company has evaluated the terms of the limited partnership interests in the Operating Partnership and as a result, has classified limited partnership interests issued in the Self-Management Transaction as noncontrolling interests, which are presented as a component of permanent equity. The Company evaluates individual noncontrolling interests for the ability to recognize the noncontrolling interest as permanent equity on the consolidated balance sheets at the time such interests are issued and on a continual basis. Any noncontrolling interest that fails to qualify as permanent equity are reclassified as temporary equity and adjusted to the greater of (a) the carrying amount or (b) its redemption value as of the end of the period in which the determination is made. No reclassifications occurred during the three and six months ended June 30, 2021. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures and Disclosures | NOTE 14 - FAIR VALUE MEASURES AND DISCLOSURES In analyzing the fair value of its investments accounted for on a fair value basis, the Company follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. The fair value of cash, restricted cash, tenant receivables and accounts payable, approximate their carrying value due to their short nature. The hierarchy followed defines three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter; depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Derivatives (interest rate caps), which are reported at fair value in the consolidated balance sheets, are valued by a third-party pricing agent using an income approach with models that use, as their primary inputs, readily observable market parameters. This valuation process considers factors including interest rate yield curves, time value, credit and volatility factors. (Level 2) The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): Level 1 Level 2 Level 3 Total June 30, 2021 Assets: Interest rate caps $ — $ 588 $ — $ 588 $ — $ 588 $ — $ 588 December 31, 2020 Assets: Interest rate caps $ — $ 62 $ — $ 62 $ — $ 62 $ — $ 62 The following table presents the carrying amount and estimated fair value of the Company’s mortgage notes payable-outstanding borrowings (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Mortgage notes payable- outstanding borrowings $ 1,561,202 $ 1,523,651 $ 830,950 $ 822,859 The carrying amount of the mortgage notes payable presented is the outstanding borrowings excluding premium or discount and deferred finance costs, net. The fair value of the mortgage notes payable was estimated using rates available to the Company for debt with similar terms and remaining maturities. (Level 3) |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | NOTE 15 - DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. As a condition to certain of the Company’s financing facilities, from time to time the Company may be required to enter into certain derivative transactions as may be required by the lender. These transactions would generally be in line with the Company’s own risk management objectives and also serve to protect the lender. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company entered into a total of 21 interest rate caps that were designated as cash flow hedges. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three and six months ended June 30, 2021, such derivatives were used to hedge the variable cash flows, indexed to USD-LIBOR and one loan indexed to SOFR, associated with existing variable-rate loan agreements. During the three and six months ended June 30, 2021 , the Company repaid or refinanced 14 loans for which the associated interest rate caps remain as assets but no longer qualify as effective cash flow hedges with a fair value at June 30, 2021 of approximately $ 215,000 . During the three and six months ended June 30, 2021 , the Company recorded expenses of approximately $ 14,000 and $ 59,000 , respectively, due to amortization of premiums paid for interest rate caps. During the three and six months ended June 30, 2020 , the Company recorded expenses of approximately $ 36,000 and $ 80,000 , respectively, due to amortization of premiums paid for interest rate caps. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional approximately $ 97,000 will be reclassified as an increase to interest expense. The following table presents the Company's outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2021 and December 31, 2020 (dollars in thousands): Interest Rate Derivative Number of Notional Maturity Dates June 30, 2021 Interest Rate Caps 21 $ 724,934 July 1, 2021 to February 1, 2026 December 31, 2020 Interest Rate Caps 22 $ 677,238 May 1, 2021 to January 1, 2025 Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet The following table presents the fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of June 30, 2021 and December 31, 2020 (in thousands): Asset Derivatives Liability Derivatives June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Prepaid expenses and other assets $ 588 Prepaid expenses and other assets $ 62 — $ — — $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 - SUBSEQUENT EVENTS The Company has evaluated subsequent events and determined that no events have occurred, other than as disclosed above or elsewhere in the financial statements, which would require an adjustment to or additional disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Segment Reporting | Segment Reporting The Company does not evaluate performance on a relationship-specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for reporting purposes in accordance with GAAP. |
Concentration of Risk | Concentration of Risk At June 30, 2021 , the Company's real estate investments in Texas, Georgia, Illinois, and Colorado represented 25 %, 13 %, 11 %, and 10 % , respectively, of the net book value of its rental property assets. Any adverse economic or real estate developments in these markets, such as the impact of the COVID-19 pandemic, business layoffs or downsizing, industry slowdowns, relocations of businesses, adverse weather events, changing demographics and other factors, or any decrease in demand for multifamily rentals resulting from the local business climate, could adversely affect the Company's operating results and its ability to make distributions to stockholders. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. T he Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Accounting Standards Issued But Not Yet Effective In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 addresses the complexity of guidance for certain financial (convertible) instruments with characteristics of liabilities and equity. ASU No. 2020-06 will be effective for the Company beginning January 1, 2022. The Company is continuing to evaluate this guidance; however, it does not expect the adoption of ASU 2020-06 to have a material effect on its consolidated financial statements and disclosures. |
Assets Held for Sale | Assets Held for Sale The Company presents rental property assets that qualify as held for sale separately in the consolidated balance sheets. Real estate assets held for sale are measured at the lower of carrying amount or fair value less cost to sell. Subsequent to classification of an asset as held for sale, no further depreciation is recorded. As of June 30, 2021 and December 31, 2020, the Company had no rental properties included in assets held for sale. |
Rental Properties | Rental Properties The Company records acquired rental properties at fair value on the acquisition date. The Company considers the period of future benefit of an asset to determine its appropriate useful life and depreciates the asset using the straight-line method. The Company anticipates the estimated useful lives of its assets by class as follows: Buildings 27.5 years Building improvements 5.0 to 27.5 years Furniture, fixtures, and equipment 3.0 to 5.0 years Tenant improvements Shorter of lease term or expected useful life Lease intangibles Weighted average remaining term of related lease Improvements and replacements in excess of $ 1,000 are capitalized when they have a useful life greater than or equal to one year . Construction management fees (further discussed in Note 12) are capitalized along with the related asset. Costs of repairs and maintenance are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets, primarily investments in rental properties, for impairment indicators. The review considers factors such as past and expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for permanent impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. An impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss would be the adjustment to fair value less the estimated cost to dispose of the asset. In conjunction with the Mergers, and for the Company’s annual estimated value per share calculation of the combined company following the Mergers, a third-party was engaged to provide the estimated fair value of our rental properties as of January 28, 2021. The Company compared these values to its carrying values and concluded that there was no indication that the carrying value of the Company’s investments in real estate were not recoverable as of June 30, 2021 . There were no indications of impairment or impairment losses recorded on long-lived assets during the three and six months ended June 30, 2021 and 2020 . |
Allocation of Purchase Price of Acquired and Foreclosed Assets | Allocation of the Purchase Price of Acquired and Foreclosed Assets Acquisitions that do not meet the definition of a business under FASB Accounting Standards Codification ("ASC"), Business Combinations , ("ASC 805") are accounted for as asset acquisitions. In most cases, the Company believes acquisitions of real estate will no longer be considered business combinations, as in most cases substantially all of the fair value is concentrated in a single identifiable asset or group of tangible assets that are physically attached to each other (land and building). However, if the Company determines that substantially all of the fair value of the gross assets acquired is not concentrated in either a single identifiable asset or in a group of similar identifiable assets, the Company will then perform an assessment to determine whether the asset is a business by using the framework outlined in the ASU. If the Company determines that the acquired asset is not a business, the Company will allocate the cost of the acquisition, including transaction costs, to the assets acquired or liabilities assumed based on their relative fair value. Upon the acquisition of real properties, the Company allocates the purchase price of properties to acquired tangible assets consisting of land, buildings, fixtures and improvements, identified intangible lease assets, consisting of the value of above-market and below-market leases, as applicable, the value of in-place leases, the value of tenant relationships, and liabilities, based in each case on their fair values. The Company records above-market and below-market in-place lease values for acquired properties based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The Company amortizes any capitalized above-market or below-market lease values as an increase or reduction to rental income over the remaining non-cancelable terms of the respective leases. The Company measures the aggregate value of other intangible assets acquired 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 it were vacant. Management’s estimates of value are determined by independent appraisers. Factors to be considered in the analysis include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating the fair value of both the tangible and intangible acquired assets, the Company also considers information obtained about each property as a result of its pre-acquisition due diligence. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. Management also estimates costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction. The total amount of other intangible assets acquired is further allocated to customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and the Company’s overall relationship with that respective tenant. Characteristics to be considered by management in allocating these values include the nature and extent of the Company’s existing relationships with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors. The Company amortizes the value of in-place leases to expense over the average remaining term of the underlying leases. The value of customer relationship intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event will the amortization periods for the intangible assets exceed the remaining depreciable life of the building. The determination of the fair value of assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. The use of inappropriate estimates would result in an incorrect assessment of the purchase price allocations, which could impact the amount of the Company’s reported net income. |
Goodwill | Goodwill The Company records the excess of the cost of an acquired entity over the difference between the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed as goodwill. Goodwill is not amortized but is tested for impairment at a level of reporting referred to as a reporting unit during the fourth quarter of each calendar year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. There have been no such events or changes in circumstances during the three and six months ended June 30, 2021 and 2020 . |
Revenue Recognition and Receivables | Revenue Recognition and Receivables The Company recognizes minimum rent, including rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease, which is accounted for in accordance with ASC 842, Leases (“ASC 842”). The future minimum rental payments to be received from noncancelable operating leases for residential rental properties are $ 73.8 million for the remainder of 2021 and $ 34.7 million for the twelve months ended December 31, 2022. The future minimum rental payments to be received from noncancelable operating leases for commercial rental properties and antenna rentals are $ 191,000 for the remainder of 2021 and $ 395,000 , $ 361,000 , $ 301,000 , and $ 217,000 for the years ending December 31, 2022 through December 31, 2025, respectively, and $ 1.3 million thereafter. Revenue is primarily derived from the rental of residential housing units for which the Company receives minimum rents and utility reimbursements pursuant to underlying tenant lease agreements. The Company also receives other ancillary fees for administration of leases, late payments and amenities, and revenue sharing arrangements for cable income from contracts with cable providers at the Company's properties (discussed below). A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company records the utility reimbursement income and ancillary charges in the period when the performance obligation is completed, either at a point in time or on a monthly basis as the service is utilized. The Company has revenue sharing arrangements for cable income from contracts with cable providers at the Company’s properties. Included in accounts payable and accrued expenses on the consolidated balance sheets at June 30, 2021 and December 31, 2020 is a contract liability related to deferred revenue from contracts with cable providers of approximately $ 1.5 million and $ 760,000 , respectively. The Company recognizes income on a straight-line basis over the contract period of 10 years to 12 years . In the three and six months ended June 30, 2021 , approximately $ 57,000 and $ 56,000 of revenue from the contract liability was recognized as income. Following the Self- Management Transaction (described in Note 3 below) through the effective date of the Mergers on January 28, 2021, the Company received asset management and property management fees from REIT II and REIT III. The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. The monthly property management fee was calculated based on 4.5 % of the gross monthly receipts from REIT II's and REIT III’s properties. The Company recognized revenue for both asset and property management fees as earned on a monthly basis. The Company had determined under ASC 606 – Revenue from Contracts with Customers (“ASC 606”), that the performance obligation for asset and property management services are satisfied as the services are rendered. The Company was compensated for its services on a monthly basis and these services represent a series of distinct daily services in accordance with ASC 606. As a result of the Mergers, these fees will no longer be paid. The Company evaluates its portfolio of operating leases for collectability at both the onset of the underlying leases and on an ongoing basis. Tenant receivables include amounts for which collectability was assessed as probable in accordance with the guidance in ASC 842-30. For tenant receivables, which include base rents, straight-line rentals, expense reimbursements and other revenue or income, the Company also estimates a general allowance for uncollectible accounts under ASC 450-20. The Company determines the collectability of its receivables related to rental revenue by considering a number of factors, including the length of time receivables are past due, security deposits held, the Company’s previous loss history, the tenants’ current ability to pay their obligations to the Company, and the condition of the general economy and the industry as a whole. If collectability is not probable, the Company adjusts rental income for the amount of the uncollectible revenue. Due to the COVID-19 pandemic, some residents have experienced difficulty making rent payments and the Company’s receivables have increased compared to historical levels. As of June 30, 2021 and December 31, 2020 , the Company recorded a $ 2.3 million and $ 774,000 allowance for bad debts, respectively, to appropriately reflect management’s estimate for uncollectible accounts. The total adjustment to rental and other property income for the three and six months ended June 30, 2021 was approximately $ 909,000 and $ 1.6 million, respectively, for provision for bad debt expense, net of recoveries . The provision for bad debts was recorded as a reduction to rental income in the Company’s consolidated statements of operations. The age of the receivables included in the allowance balance at June 30, 2021 was: 9.4 % less than 30 days past due, 11.6 % 31-60 days past due, 13.1 % 61-90 days past due and 65.9 % over 90 days past due. |
Leases | Leases For operating leases where the Company is the lessor, the underlying leased asset is recognized as real estate on the balance sheet. The Company, as a lessor of multifamily apartment units, has nonlease components associated with these leases (i.e. common area maintenance, utilities, etc.). The Company combines nonlease component revenue streams and accounts for them as a combined component with leasing revenue. For leases in which the Company is the lessee, primarily consisting of office leases, a parking lot lease, and office equipment leases, the Company recognizes a right-of-use (“ROU”) asset and a lease liability equal to the present value of the minimum lease payments. Operating leases are included in operating lease ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. The Company uses a market rate for equipment leases, when readily determinable, in calculating the present value of lease payments. Otherwise, the incremental borrowing rate is used. The operating lease ROU asset includes any lease payments and excludes lease incentives. Operating lease terms may include options to extend the lease when it is reasonably certain the lease will be extended. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Income Taxes | Income Taxes The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2014. To maintain its REIT qualification under the Code, the Company is generally required to distribute at least 90 % of its taxable net income (excluding net capital gains) to its stockholders as well as comply with other requirements, including certain asset, income and stock ownership tests. As a REIT, the Company is not subject to federal corporate income tax to the extent that it distributes 100 % of its REIT taxable income each year. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it is subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the subsequent four taxable years following the year in which it fails its REIT qualification. Accordingly, the Company’s failure to qualify as a REIT could have a material adverse impact on its results of operations and amounts available for distribution to its stockholders. The dividends-paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income as opposed to net income reported on the financial statements. Generally, taxable income differs from GAAP net income because the determination of taxable income is based on tax provisions and not financial accounting principles. The Company may elect to treat any of its subsidiaries as a taxable REIT subsidiary (“TRS”). In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. A TRS is subject to U.S. federal, state and local corporate income taxes. While a TRS may generate net income, a TRS can declare dividends to the Company which will be included in the Company's taxable income and necessitate a distribution to its stockholders. Conversely, if the Company retains earnings at a TRS level, no distribution is required and the Company can increase book equity of the consolidated entity. As of both June 30, 2021 and December 31, 2020, the Company treated one of its subsidiaries as a TRS. The Company evaluates the benefits from tax positions taken or expected to be taken in its tax return. Only the largest amount of benefits from tax positions that will more likely than not be sustainable upon examination are recognized by the Company. The Company does not have any unrecognized tax benefits, nor interest and penalties, recorded in its consolidated financial statements and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next 12 months. The Company is subject to examination by the U.S. Internal Revenue Service (“IRS”) and by the taxing authorities in other states in which the Company has significant business operations. The Company is not currently undergoing any examinations by taxing authorities. The Company is not subject to IRS examination for tax return years 2016 and prior. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated on the basis of the weighted-average number of common shares outstanding during the year. Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average common shares outstanding during the period. Diluted earnings per share take into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted to common stock. Distributions declared per common share assume each share was issued and outstanding each day during the period or based upon the two-class method, whichever is more dilutive. No ne of the shares of convertible stock (see Note 13) or 602,506 unvested performance awards are included in the diluted earnings per share calculations, because the necessary conditions for conversion have not been satisfied as of June 30, 2021 (were such date to represent the end of the contingency period). Additionally, due to losses for the six months ended June 30, 2021 , the calculation of diluted earnings per share excludes 23,094 unvested restricted shares as their effect would be antidilutive. (Income) loss attributable to outstanding OP Common Units and OP Preferred Units are included in net (income) loss attributable to noncontrolling interest, and therefore, excluded from the calculation of income (loss) per common share, basic and diluted, for all periods presented. Under the terms of the Amended and Restated Limited Partnership Agreement of OP II, OP Common Units, at the Company’s sole discretion, may be exchanged by issuing shares of the Company’s common stock for the OP Common Units based on conversion ratio which is initially one to one, but may be adjusted based on certain events. In addition, in the event of a listing of the shares of the Company’s common stock on a national securities exchange, beginning 180 days after the date of such listing, the holders of OP Preferred Units shall have the right to require the Company to purchase the OP Preferred Units in exchange for a number of listed shares of the Company’s common stock determined by dividing (i) the number of OP Preferred Units multiplied by the redemption price as of the date of the exchange by (ii) the volume-weighted average price of such listed shares over the 30-day period prior to the date of the exchange. The Company has estimated that approximately 7.5 million common shares that potentially could be issued for this conversion at June 30, 2021 were excluded from diluted earnings per share as their impact, including reflecting removal of the $ 1.1 million and $ 2.2 million preferred distribution for the three and six months ended June 30, 2021 from the numerator, would be antidilutive. |
Reclassifications | Reclassifications Certain amounts in the prior years’ financial statements have been reclassified to conform to the current-year presentation. The impact of the reclassifications made to prior year amounts are not material and did not affect net income (loss). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | The Company anticipates the estimated useful lives of its assets by class as follows: Buildings 27.5 years Building improvements 5.0 to 27.5 years Furniture, fixtures, and equipment 3.0 to 5.0 years Tenant improvements Shorter of lease term or expected useful life Lease intangibles Weighted average remaining term of related lease |
Self-Management Transaction (Ta
Self-Management Transaction (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Consideration Given under Self-Management Transaction | Under the terms of the Self-Management Transaction, the following consideration was given in exchange (in thousands): Fair value of OP I Units issued $ 128,200 Net working capital 811 Subsequent consideration 27,000 Net consideration $ 156,011 |
PM Holdings and Advisor Holdings | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation | The following table summarizes the purchase price allocation (dollars in thousands): Assets: Due from related parties $ 4,299 Prepaid expenses and other assets 150 Goodwill 154,531 Property and equipment 659 Operating lease right-of-use assets 3,244 Total assets acquired $ 162,883 Liabilities: Other liabilities $ 3,628 Operating lease liabilities 3,244 Total liabilities assumed 6,872 Net assets acquired $ 156,011 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table presents the Company's supplemental cash flow information (in thousands): Six Months Ended June 30, 2021 2020 Non-cash financing and investing activities: Stock issued from the distribution reinvestment plan $ 5,164 $ 6,085 Repayments on borrowings through refinancing 461,968 65,941 Accruals for construction in progress 4,149 491 Deferred financing costs funded directly by mortgage notes — 607 Non-cash activity related to dispositions: Mortgage notes payable settled directly with proceeds from sale of rental property 24,801 — Merger: Net assets acquired in REIT II Merger in exchange for common shares $ 543,840 $ — Net assets acquired in REIT III Merger in exchange for common shares 101,435 — Implied REIT I common stock issued in exchange for net assets acquired in Merger 645,275 — Cash paid during the period for: Interest $ 20,440 $ 14,216 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table presents a summary of the components of the Company's restricted cash (in thousands): June 30, 2021 December 31, Real estate taxes $ 9,301 $ 7,910 Insurance 969 1,350 Debt service reserve 4,877 2,045 Capital improvements 3,632 3,464 Total $ 18,779 $ 14,769 |
Rental Properties, Net (Tables)
Rental Properties, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Line Items] | |
Schedule of Investments in Rental Properties | As of June 30, 2021 , the Company's investments in rental properties consisted of 50 apartment properties that contain 14,643 units. The following table summarizes the Company's investments in rental properties: June 30, 2021 December 31, 2020 Land $ 364,578 $ 196,355 Building and improvements 2,001,502 929,323 Furniture, fixtures and equipment 59,936 46,879 Construction in progress 6,594 1,374 2,432,610 1,173,931 Less: accumulated depreciation ( 304,558 ) ( 275,956 ) $ 2,128,052 $ 897,975 |
Summary of Consideration Transferred | Consideration transferred is calculated as such (in thousands except share and per share data): Merged entity estimated net asset value as of merger date $ 9.06 REIT I exchange ratio 1.22423 REIT I estimated value per share as of January 28, 2021 $ 11.09 REIT II common stock outstanding as of January 28, 2021 60,026,513 REIT I exchange ratio 1.22423 Implied REIT I common stock issued as consideration 49,032,055 REIT I estimated value per share as of January 28, 2021 $ 11.09 Value of implied REIT I common stock issued as consideration $ 543,840 Consideration transferred is calculated as such (in thousands except share and per share data): REIT III common stock outstanding as of January 28, 2021 12,092,466 REIT III exchange ratio 0.925862 REIT II shares issued as consideration 11,195,955 REIT I exchange ratio 1.22423 Implied REIT I common stock issued as consideration 9,145,303 REIT I estimated value per share as of January 28, 2021 $ 11.09 Value of implied REIT I common stock issued as consideration $ 101,435 |
Summary of Revenue and Net Loss of Properties Acquired in Mergers | The revenue and net loss of the 23 properties ( 6,508 units) acquired in the Mergers is as follows for the three and six months ended June 30, 2021 (in thousands): REIT II REIT III Total Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Revenue $ 22,379 $ 37,984 $ 5,514 $ 9,381 $ 27,893 $ 47,365 Net loss $ ( 4,908 ) $ ( 9,885 ) $ ( 1,071 ) $ ( 1,700 ) $ ( 5,979 ) $ ( 11,585 ) |
Summary of Condensed Pro forma Operating Information | The following condensed pro forma operating information is presented as if the Mergers and the Self–Management Transaction had been included in operations as of January 1, 2020 (in thousands, except per share data): Six Months Ended Year Ended June 30, 2021 December 31, 2020 Revenue $ 123,212 $ 239,902 Net loss $ ( 3,806 ) $ ( 63,985 ) Net loss attributable to noncontrolling interests $ 277 $ 3,287 Net loss attributable to common stockholders $ ( 5,769 ) $ ( 65,178 ) Net loss to common stockholders per share, basic and diluted $ ( 0.04 ) $ ( 0.41 ) |
REIT I and REIT II Merger Agreement | |
Real Estate [Line Items] | |
Summary of Purchase Price Allocation | The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $ 5.0 million in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT II, is as follows (in thousands): Assets: Land $ 127,920 Building and improvements 940,630 Intangibles 6,765 Cash and restricted cash 67,563 Other assets 6,062 Total assets $ 1,148,940 Liabilities: Mortgage notes payable, net of $ 3.0 million discount $ 580,676 Due to related parties 988 Accounts payable and other liabilities 18,456 Total liabilities 600,120 Fair value of net assets acquired $ 548,820 Less: REIT I's Merger expenses 4,980 Fair value of net assets acquired, less REIT I's Merger expenses $ 543,840 |
REIT I and REIT III Merger Agreement | |
Real Estate [Line Items] | |
Summary of Purchase Price Allocation | The allocation of the values of the real estate and other assets and liabilities as of January 28, 2021, inclusive of $ 929,000 in estimated capitalized transaction costs and elimination of intercompany balances between REIT I and REIT III, is as follows (in thousands): Assets: Land $ 43,733 Building and improvements 184,400 Intangibles 1,609 Cash and restricted cash 22,969 Other assets 626 Total assets $ 253,337 Liabilities: Mortgage notes payable, net of $ 2.1 million premium $ 147,191 Due to related parties 836 Accounts payable and other liabilities 2,946 Total liabilities 150,973 Fair value of net assets acquired $ 102,364 Less: REIT I's Merger expenses 929 Fair value of net assets acquired, less REIT I's Merger expenses $ 101,435 |
Disposition of Property (Tables
Disposition of Property (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Details of Disposition Activity | The following table presents details of the Company's disposition activity during the three and six months ended June 30, 2021 (in thousands): Net Gain on Disposition of Property Multifamily Community Location Sale Date Contract Sales Price Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Evergreen at Coursey Place Baton Rouge, LA 6/29/2021 $ 49,751 $ 18,734 $ 18,734 The following table presents the Company's revenues and net income attributable to the property sold, excluding gain on sale, for the three and six months ended June 30, 2021: Revenues Attributable to Property Sold Net Income/(Loss) Attributable to Property Sold Multifamily Community Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Evergreen at Coursey Place $ 1,092 $ 2,213 $ 41 $ ( 152 ) |
Identified Intangible Assets,_2
Identified Intangible Assets, Net and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The table below presents the rollforward of activity in goodwill for the six months ended June 30, 2021: Balance, January 1, 2021 $ 154,935 Sale of Evergreen at Coursey Place ( 268 ) Balance, June 30, 2021 $ 154,667 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following table presents a summary of the Company's debt (in thousands): Weighted Average Maturity in Years at June 30, 2021 December 31, 2020 June 30, 2021 Mortgage notes payable, net - variable rate $ 707,069 $ 675,791 4.17 Mortgage notes payable, net - fixed rate 847,096 150,195 6.45 Total mortgage notes payable, net $ 1,554,165 $ 825,986 5.41 Revolving credit facility $ — $ — — Weighted average interest rate on mortgages - variable 2.08 % 2.12 % Weighted average interest rate on mortgages - fixed 3.04 % 4.03 % Weighted average interest rate on revolving credit facility — — Weighted average interest rate on total debt 2.60 % 2.46 % |
Summary of Additional Information about Initial Advance on Facility | Additional information about the initial advance on the Facility, which is included in Mortgage notes payable, net on the Consolidated Balance Sheet as of June 30, 2021, is as follows (in thousands): Collateral Original Loan Amount Maturity Date Type Annual Interest Rate Fixed Advance 1 $ 235,205 2/1/2031 Fixed 2.79 % Fixed Advance 2 $ 235,205 2/1/2028 Fixed 2.62 % Floating Advance $ 24,760 2/1/2031 Floating (1) 2.07 % (1) Floating rate based on 30-day average SOFR plus a fixed margin of 2.06 %. |
Annual Future Principal Payments on Outstanding Borrowings | The following table presents the Company's annual future principal payments on outstanding borrowings as of June 30, 2021 (in thousands): Remainder 2021 $ 40,043 2022 53,280 2023 58,672 2024 280,123 2025 191,725 2026 114,210 Thereafter 823,149 $ 1,561,202 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Annual Payments for Operating Lease Liabilities | The following table presents the Company’s annual payments for the operating lease liabilities (including reasonably assured extension periods) for each of the next five 12–month periods ending June 30, and thereafter (in thousands): Remainder 2021 $ 308 2022 583 2023 572 2024 573 2025 586 Thereafter 448 $ 3,070 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in each component of the Company's accumulated other comprehensive income (loss) for the six months ended June 30, 2021 and 2020 (in thousands): Balance, January 1, 2021 $ ( 391 ) Reclassification adjustment for realized loss on designated derivatives 59 Designated derivatives, fair value adjustments 337 Balance before noncontrolling interest $ 5 Noncontrolling interest ( 21 ) Balance, June 30, 2021 $ ( 16 ) Balance, January 1, 2020 $ ( 218 ) Reclassification adjustment for realized loss on designated derivatives 80 Designated derivatives, fair value adjustments 30 Balance, June 30, 2020 $ ( 108 ) |
Certain Relationships and Rel_2
Certain Relationships and Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Fees Earned/Expenses Paid and Amounts Payable and Amounts Receivable to Related Parties | The following table presents the Company's amounts payable to, and amounts receivable from, such related parties (in thousands): June 30, 2021 December 31, 2020 Due from related parties: REIT II Management fees — 327 Operating expense reimbursements — 1,588 — 1,915 REIT III Management fees — 79 Deferred organization and offering costs reimbursements — 769 — 848 $ — $ 2,763 Due to related parties: C-III/RAI Self-Management Transaction consideration 1,875 19,125 Allocation of income to preferred unit holders 1,120 1,120 Participating common distribution 27 — $ 3,022 $ 20,245 The following table presents the Company's fees earned by, and expenses paid to, such related parties (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fees earned / expenses paid to related parties: Former Advisor (prior to 9/8/2020): Acquisition costs (1) $ — $ — $ — $ 113 Asset management fees (2) — 3,091 — 6,182 Debt financing fees (4) — 43 — 43 Overhead allocation (3) — 1,096 — 2,268 Internal audit (3) — 28 — 56 Manager (prior to 9/8/2020): Property management fees (2) $ — $ 1,456 $ — $ 2,947 Construction management fees (4) — 20 — 146 Debt servicing fees (2) — — — 1 REIT II (prior to 1/28/2021): Asset management fee income $ — $ — $ 669 $ — Property management fee income — — 275 — Operating expense reimbursements (3) — — 371 — Internal audit (3) — — 8 — REIT III (prior to 1/28/2021): Asset management fee income $ — $ — $ 164 $ — Property management fee income — — 67 — C-III/RAI: Transition services paid to C-III (3) $ — $ — $ 2 $ — Preferred unit distributions 1,120 — 2,240 — ACR Internal audit $ — $ — $ 37 $ — Sublease rent reimbursement (3) — — 30 — (1) Included in Acquisition Costs on the consolidated statements of operations. This amount represents the net acquisition fee paid to the Former Advisor during the six months ended June 30, 2020 for additional capital funding contributed to the properties. (2) Included in Management fees - related party on the consolidated statements of operations. (3) Included in General and administrative on the consolidated statements of operations. (4) Capitalized and included in Rental Properties, net on the consolidated balance sheets. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock | As of June 30, 2021 , the Company had an aggregate 158.0 million shares of its $ 0.01 par value common stock outstanding including 1.0 million of unvested restricted shares. In accordance with the Company’s distribution reinvestment plan (“DRP”), participants in the DRP acquire shares of common stock under the plan at a price equal to 95% of the current estimated value per share of common stock. Commencing on March 31, 2021, participants acquire shares of the Company’s common stock under the plan at a price equal to $ 8.61 per share. The following table summarizes the activity (in thousands): Shares Gross Shares issued through private offering 1,279,227 $ 12,737 Shares issued through primary public offering 129,923,354 1,289,845 Shares issued through stock distributions 2,406,986 — Shares issued through distribution reinvestment plan 28,413,976 274,108 Restricted shares issued to employees 1,356,604 — Shares issued in conjunction with the Merger 14,724,323 — Total 178,104,470 $ 1,576,690 Shares redeemed and retired ( 20,095,284 ) Total shares issued and outstanding as of June 30, 2021 158,009,186 During the six months ended June 30, 2021, the Company redeemed shares of its outstanding common stock as follows: Period Total Number of Shares Redeemed (1) Average Price Paid per Share January 2021 136,685 $ 9.08 February 2021 — — March 2021 169,112 $ 9.08 April 2021 — — May 2021 — — June 2021 148,989 $ 9.06 454,786 (1) The shares redeemed in January 2021 were repurchased from employees upon vesting of restricted stock awards in order to facilitate the payment of taxes by the employees. |
Schedule of Distributions | For the six months ended June 30, 2021 , the Company paid common stockholders aggregate distributions of $ 22.1 million including $ 5.2 million of distributions reinvested in shares of common stock through the Company's distribution reinvestment plan and $ 16.9 million of distributions paid in cash as follows (in thousands, except per share data): Record Date Per Common Distribution Date Net Cash Distribution Distributions Reinvested in Shares of Common Stock Total Aggregate Distribution March 30, 2021 $ 0.07 March 31, 2021 $ 8,539 $ 2,490 $ 11,029 June 29, 2021 0.07 June 30, 2021 8,365 2,674 11,039 $ 0.14 $ 16,904 $ 5,164 $ 22,068 |
Summary of Changes in Unvested Restricted Stock | The following table presents the changes in unvested restricted stock for the six months ended June 30, 2021: Performance Based Awards Weighted Average Grant Date Fair Value Time-Based Service Awards Weighted Average Grant Date Fair Value Total Awards Unvested restricted shares, beginning of period 779,102 11,170 790,272 Granted 135,045 $ 9.08 432,938 $ 9.08 567,983 Forfeited — ( 1,651 ) ( 1,651 ) Vested ( 311,641 ) — ( 311,641 ) Unvested restricted shares, end of period 602,506 442,457 1,044,963 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company's assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands): Level 1 Level 2 Level 3 Total June 30, 2021 Assets: Interest rate caps $ — $ 588 $ — $ 588 $ — $ 588 $ — $ 588 December 31, 2020 Assets: Interest rate caps $ — $ 62 $ — $ 62 $ — $ 62 $ — $ 62 |
Carrying Amount and Estimated Fair Values of Loan Held for Investment, Net, and Mortgage Notes Payable - outstanding borrowings | The following table presents the carrying amount and estimated fair value of the Company’s mortgage notes payable-outstanding borrowings (in thousands): June 30, 2021 December 31, 2020 Carrying Fair Carrying Fair Mortgage notes payable- outstanding borrowings $ 1,561,202 $ 1,523,651 $ 830,950 $ 822,859 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Outstanding Interest Rate Derivatives | The following table presents the Company's outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of June 30, 2021 and December 31, 2020 (dollars in thousands): Interest Rate Derivative Number of Notional Maturity Dates June 30, 2021 Interest Rate Caps 21 $ 724,934 July 1, 2021 to February 1, 2026 December 31, 2020 Interest Rate Caps 22 $ 677,238 May 1, 2021 to January 1, 2025 |
Fair Value and Balance Sheet Location of Derivatives | The following table presents the fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of June 30, 2021 and December 31, 2020 (in thousands): Asset Derivatives Liability Derivatives June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Prepaid expenses and other assets $ 588 Prepaid expenses and other assets $ 62 — $ — — $ — |
Nature of Business and Operat_2
Nature of Business and Operations (Details) - $ / shares | Jan. 28, 2021 | Jun. 30, 2021 |
C-III and RAI | OPI Common Units | ||
Class Of Stock [Line Items] | ||
Units owned by noncontrolling interests | 7,500,000 | |
C-III and RAI | OPI Preferred Units | ||
Class Of Stock [Line Items] | ||
Units owned by noncontrolling interests | 319,965 | |
Shares issued through distribution reinvestment plan | ||
Class Of Stock [Line Items] | ||
Common stock, shares issued (in shares) | 158,000,000 | |
REIT I Merger Agreement | ||
Class Of Stock [Line Items] | ||
Date of merger agreement | Sep. 8, 2020 | |
Effective date of merger agreement | Jan. 28, 2021 | |
REIT III Merger Agreement | ||
Class Of Stock [Line Items] | ||
Date of merger agreement | Sep. 8, 2020 | |
Effective date of merger agreement | Jan. 28, 2021 | |
Convertible common stock, right to receive number of shares at the effective time of merger | 0.925862 | |
REIT I Company Merger | ||
Class Of Stock [Line Items] | ||
Convertible common stock, right to receive number of shares at the effective time of merger | 1.22423 | |
Convertible common stock, right to receive cash per share without interest at the effective time of merger | $ 0.02 | |
REIT I Partnership Merger | ||
Class Of Stock [Line Items] | ||
Convertible common stock, right to receive number of shares at the effective time of merger | 1.22423 | |
Series A cumulative participating redeemable preferred unit, description | each Series A Cumulative Participating Redeemable Preferred Unit in OP I issued and outstanding immediately prior to the effective time of the REIT I Partnership Merger converted into the right to receive one Series A Cumulative Participating Redeemable Preferred Unit in OP II ("OP Preferred Units"). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Propertyshares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)Property | |
Assets Held for Sale [Abstract] | ||||||
Number of rental properties held for sale (in property) | Property | 0 | 0 | ||||
Improvements and replacements in excess of threshold, capitalized amount | $ 1,000 | $ 1,000 | ||||
Asset Impairment Charges [Abstract] | ||||||
Impairment of real estate | 0 | |||||
Impairment losses | 0 | $ 0 | 0 | $ 0 | ||
Revenue Recognition [Abstract] | ||||||
Contract liability | 1,500,000 | $ 1,500,000 | $ 760,000 | |||
Revenue contract period | 10 years to 12 years | |||||
Revenue from contract liability recognized into income | 57,000 | $ 56,000 | ||||
Description of asset management fee, percentage | The monthly asset management fee was equal to one-twelfth of 1.0% of the cost of each asset held by REIT II and one-twelfth of 1.0% of the appraised value of each asset held by REIT III, without deduction for depreciation, bad debts or other non-cash reserves. | |||||
Description of property management fee, percentage | The monthly property management fee was calculated based on 4.5% of the gross monthly receipts from REIT II's and REIT III’s properties. | |||||
Property management fee percentage calculated based on gross monthly receipts | 4.50% | |||||
Allowance for bad debts | $ 2,300,000 | $ 774,000 | ||||
Adjustment to rental and other property income, net of recoveries | 909,000 | $ 1,600,000 | ||||
Income Taxes [Abstract] | ||||||
Minimum distribution percentage of taxable net income excluding net capital gains | 90.00% | |||||
Distribution percentage of taxable net income not subject to federal corporate income tax | 100.00% | |||||
Number of years entity may be precluded from REIT qualifications | 4 years | |||||
Earnings Per Share [Abstract] | ||||||
Preferred distribution | $ 1,120,000 | $ 1,120,000 | $ 0 | $ 2,240,000 | $ 0 | |
O P I Common Units | ||||||
Earnings Per Share [Abstract] | ||||||
Conversion of stock | shares | 7,500,000 | |||||
Convertible Stock | ||||||
Earnings Per Share [Abstract] | ||||||
Antidilutive securities not included in the diluted earnings per share calculations | shares | 0 | |||||
Unvested Performance Awards | ||||||
Earnings Per Share [Abstract] | ||||||
Antidilutive securities not included in the diluted earnings per share calculations | shares | 602,506 | |||||
Unvested Restricted Shares | ||||||
Earnings Per Share [Abstract] | ||||||
Antidilutive securities not included in the diluted earnings per share calculations | shares | 23,094 | |||||
Less Than 30 Days Past Due | ||||||
Revenue Recognition [Abstract] | ||||||
Receivables percentage included in the allowance balance | 9.40% | 9.40% | ||||
31-60 Days Past Due | ||||||
Revenue Recognition [Abstract] | ||||||
Receivables percentage included in the allowance balance | 11.60% | 11.60% | ||||
61-90 Days Past Due | ||||||
Revenue Recognition [Abstract] | ||||||
Receivables percentage included in the allowance balance | 13.10% | 13.10% | ||||
Over 90 Days Past Due | ||||||
Revenue Recognition [Abstract] | ||||||
Receivables percentage included in the allowance balance | 65.90% | 65.90% | ||||
Improvements and replacements | ||||||
Assets Held for Sale [Abstract] | ||||||
Improvements and replacements, useful life greater than or equal to one year, capitalization threshold (in years) | 1 year | |||||
Operating leases for residential rental properties | ||||||
Revenue Recognition [Abstract] | ||||||
Future minimum rental payments, reminder of fiscal year | $ 73,800,000 | $ 73,800,000 | ||||
Future minimum rental payments, in one years | 34,700,000 | 34,700,000 | ||||
Commercial rental properties and antenna rentals | ||||||
Revenue Recognition [Abstract] | ||||||
Future minimum rental payments, reminder of fiscal year | 191,000 | 191,000 | ||||
Future minimum rental payments, in one years | 395,000 | 395,000 | ||||
Future minimum rental payments, in two years | 361,000 | 361,000 | ||||
Future minimum rental payments, in three years | 301,000 | 301,000 | ||||
Future minimum rental payments, in four years | 217,000 | 217,000 | ||||
Future minimum rental payments, thereafter | $ 1,300,000 | $ 1,300,000 | ||||
Texas | Geographic concentration risk | ||||||
Concentration of Risk [Abstract] | ||||||
Real estate investment | 25.00% | 25.00% | ||||
Georgia | Geographic concentration risk | ||||||
Concentration of Risk [Abstract] | ||||||
Real estate investment | 13.00% | 13.00% | ||||
Illinois | Geographic concentration risk | ||||||
Concentration of Risk [Abstract] | ||||||
Real estate investment | 11.00% | 11.00% | ||||
Colorado | Geographic concentration risk | ||||||
Concentration of Risk [Abstract] | ||||||
Real estate investment | 10.00% | 10.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Real estate investments, useful life | 27 years 6 months |
Building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Real estate investments, useful life | 5 years |
Building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Real estate investments, useful life | 27 years 6 months |
Furniture, fixtures, and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Real estate investments, useful life | 3 years |
Furniture, fixtures, and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Real estate investments, useful life | 5 years |
Self-Management Transaction - N
Self-Management Transaction - Narrative (Details) - USD ($) | Sep. 08, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 154,667,000 | $ 154,935,000 | |
O P I Common Units | |||
Business Acquisition [Line Items] | |||
Conversion of OP common units | 7,500,000 | ||
Self-Management Transaction | |||
Business Acquisition [Line Items] | |||
Leasehold improvements and furniture | $ 659,000 | ||
Deferred payments in cash | 7,500,000 | ||
Business combination outstanding obligation due | 811,000 | ||
Business combination assets acquired accrued management fees | 4,300,000 | ||
Business combination assets acquired prepaid rent | 150,000 | ||
Business combination liabilities assumed payroll liabilities | 2,900,000 | ||
Business combination liabilities assumed due to third party | 684,000 | ||
Transaction costs | $ 2,300,000 | ||
Goodwill | 154,500,000 | ||
Self-Management Transaction | Six Monthly | |||
Business Acquisition [Line Items] | |||
Deferred payments | 2,000,000 | ||
Deferred payments | 12,000,000 | ||
Self-Management Transaction | Twelve Monthly | |||
Business Acquisition [Line Items] | |||
Deferred payments | 625,000 | ||
Deferred payments | $ 7,500,000 | ||
Self-Management Transaction | O P I Common Units | |||
Business Acquisition [Line Items] | |||
Conversion of OP common units | 7,500,000 | ||
Self-Management Transaction | OP I Preferred Units | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | 319,965 | ||
Self-Management Transaction | Participation Rights of the OP I Preferred Units Increased OP Preferred Units | |||
Business Acquisition [Line Items] | |||
Conversion of OP common units | 391,711 | ||
Self-Management Transaction | PM Holdings and Advisor Holdings | REIT I OP | |||
Business Acquisition [Line Items] | |||
Percentage of membership interest | 100.00% | ||
Self-Management Transaction | PM Holdings and Advisor Holdings | REIT I OP | O P I Common Units | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | 6,200,000 |
Self-Management Transaction - S
Self-Management Transaction - Schedule of Consideration Given under Self-Management Transaction (Details) $ in Thousands | Sep. 08, 2020USD ($) |
Business Combinations [Abstract] | |
Fair value of OP I Units issued | $ 128,200 |
Net working capital | 811 |
Subsequent consideration | 27,000 |
Net consideration | $ 156,011 |
Self-Management Transaction -_2
Self-Management Transaction - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 08, 2020 |
Assets: | |||
Goodwill | $ 154,667 | $ 154,935 | |
PM Holdings and Advisor Holdings | |||
Assets: | |||
Due from related parties | $ 4,299 | ||
Prepaid expenses and other assets | 150 | ||
Goodwill | 154,531 | ||
Property and equipment | 659 | ||
Operating lease right-of-use assets | 3,244 | ||
Total assets acquired | 162,883 | ||
Liabilities: | |||
Other liabilities | 3,628 | ||
Operating lease liabilities | 3,244 | ||
Total liabilities assumed | 6,872 | ||
Net assets acquired | $ 156,011 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Non-cash financing and investing activities: | |||||
Stock issued from the distribution reinvestment plan | $ 2,674 | $ 2,490 | $ 6,085 | $ 5,164 | $ 6,085 |
Repayments on borrowings through refinancing | 461,968 | 65,941 | |||
Accruals for construction in progress | 4,149 | 491 | |||
Deferred financing costs funded directly by mortgage notes | 607 | ||||
Non-cash activity related to dispositions and acquisitions: | |||||
Mortgage notes payable settled directly with proceeds from sale of rental property | 24,801 | ||||
Cash paid during the period for: | |||||
Interest | 20,440 | $ 14,216 | |||
REIT II | |||||
Merger: | |||||
Net assets acquired in REIT Merger in exchange for common shares | 543,840 | ||||
REIT III Merger Agreement | |||||
Merger: | |||||
Net assets acquired in REIT Merger in exchange for common shares | 101,435 | ||||
REIT I | |||||
Merger: | |||||
Net assets acquired in REIT Merger in exchange for common shares | $ 645,275 |
Restricted Cash - Schedule of R
Restricted Cash - Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 18,779 | $ 14,769 | $ 8,721 |
Real estate taxes | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 9,301 | 7,910 | |
Insurance | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 969 | 1,350 | |
Debt service reserve | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | 4,877 | 2,045 | |
Capital improvements | |||
Restricted Cash and Cash Equivalents Items [Line Items] | |||
Restricted cash | $ 3,632 | $ 3,464 |
Rental Properties, Net - Additi
Rental Properties, Net - Additional Information (Details) | Jan. 28, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)UnitPropertyshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)UnitPropertyshares | Jun. 30, 2020USD ($) | Dec. 31, 2020shares |
Real Estate [Line Items] | ||||||
Number of rental properties | Property | 50 | 50 | ||||
Number of units | Unit | 14,643 | 14,643 | ||||
Depreciation expense | $ | $ 23,600,000 | $ 13,000,000 | $ 43,700,000 | $ 26,200,000 | ||
Common stock, issued (in shares) | 158,009,186 | 158,009,186 | 86,075,442 | |||
Common stock, outstanding (in shares) | 158,009,186 | 158,009,186 | 86,075,442 | |||
Minimum | Capitalization Rates | ||||||
Real Estate [Line Items] | ||||||
Valuation and purchase price allocation, measurement input | 4.5 | 4.5 | ||||
Minimum | Discount Rates | ||||||
Real Estate [Line Items] | ||||||
Valuation and purchase price allocation, measurement input | 5 | 5 | ||||
Maximum | Capitalization Rates | ||||||
Real Estate [Line Items] | ||||||
Valuation and purchase price allocation, measurement input | 5.5 | 5.5 | ||||
Maximum | Discount Rates | ||||||
Real Estate [Line Items] | ||||||
Valuation and purchase price allocation, measurement input | 7.25 | 7.25 | ||||
REIT I Company Merger | ||||||
Real Estate [Line Items] | ||||||
Convertible common stock, right to receive number of shares at the effective time of merger | 1.22423 | |||||
Estimated net asset value per share of the merged entity | $ / shares | $ 9.06 | |||||
Estimated value per share of merged entity | $ / shares | $ 11.09 | |||||
REIT I Company Merger | Convertible Common Stock | ||||||
Real Estate [Line Items] | ||||||
Common stock, issued (in shares) | 70,300,000 | |||||
Common stock, outstanding (in shares) | 70,300,000 | |||||
REIT I Company Merger | REIT II Common Stock | ||||||
Real Estate [Line Items] | ||||||
Common stock, outstanding (in shares) | 60,026,513 | |||||
Convertible common stock, right to receive number of shares at the effective time of merger | 1.22423 | |||||
Convertible common stock total number of shares newly issued upon merger | 86,100,000 | |||||
REIT I and REIT II Merger Agreement | ||||||
Real Estate [Line Items] | ||||||
Estimated capitalized transaction costs | $ | $ 4,980,000 | |||||
REIT III Merger Agreement | ||||||
Real Estate [Line Items] | ||||||
Common stock, issued (in shares) | 12,100,000 | |||||
Common stock, outstanding (in shares) | 12,092,466 | |||||
Convertible common stock, right to receive number of shares at the effective time of merger | 0.925862 | |||||
Estimated value per share of merged entity | $ / shares | $ 11.09 | |||||
REIT I and REIT III Merger Agreement | ||||||
Real Estate [Line Items] | ||||||
Number of rental properties | Property | 23 | 23 | ||||
Number of units | Unit | 6,508 | 6,508 | ||||
Estimated capitalized transaction costs | $ | $ 929,000 |
Rental Properties, Net - Schedu
Rental Properties, Net - Schedule of Investments in Rental Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Rental Properties, Net: | ||
Land | $ 364,578 | $ 196,355 |
Building and improvements | 2,001,502 | 929,323 |
Furniture, fixtures and equipment | 59,936 | 46,879 |
Construction in progress | 6,594 | 1,374 |
Rental properties, gross | 2,432,610 | 1,173,931 |
Less: accumulated depreciation | (304,558) | (275,956) |
Rental properties, net | $ 2,128,052 | $ 897,975 |
Rental Properties, Net - Summar
Rental Properties, Net - Summary of Calculation of Consideration Transferred (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Common stock outstanding as of January 28, 2021 | 158,009,186 | 86,075,442 | |
REIT I Company Merger | |||
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Merged entity estimated net asset value as of merger date | $ 9.06 | ||
Exchange ratio | 1.22423 | ||
REIT I estimated value per share as of January 28, 2021 | $ 11.09 | ||
REIT I Company Merger | REIT II Common Stock | |||
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Exchange ratio | 1.22423 | ||
Common stock outstanding as of January 28, 2021 | 60,026,513 | ||
REIT I Company Merger | REIT I Common Stock | |||
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Implied REIT I common stock issued as consideration | 49,032,055 | ||
Value of implied REIT I common stock issued as consideration | $ 543,840 | ||
REIT III Merger Agreement | |||
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Exchange ratio | 0.925862 | ||
REIT I estimated value per share as of January 28, 2021 | $ 11.09 | ||
Common stock outstanding as of January 28, 2021 | 12,092,466 | ||
REIT II shares issued as consideration | 11,195,955 | ||
REIT III Merger Agreement | REIT I Common Stock | |||
Summary Of Calculation Of Consideration Transferred [Line Items] | |||
Implied REIT I common stock issued as consideration | 9,145,303 | ||
Value of implied REIT I common stock issued as consideration | $ 101,435 |
Rental Properties, Net - Summ_2
Rental Properties, Net - Summary of Allocation of Values of Real Estate and Other Assets and Liabilities (Details) | Jan. 28, 2021USD ($) |
REIT I and REIT II Merger Agreement | |
Assets: | |
Land | $ 127,920,000 |
Building and improvements | 940,630,000 |
Intangibles | 6,765,000 |
Cash and restricted cash | 67,563,000 |
Other assets | 6,062,000 |
Total assets acquired | 1,148,940,000 |
Liabilities: | |
Mortgage notes payable, net | 580,676,000 |
Due to related parties | 988,000 |
Accounts payable and other liabilities | 18,456,000 |
Total liabilities assumed | 600,120,000 |
Net assets acquired | 548,820,000 |
Less: REIT I's Merger expenses | 4,980,000 |
Fair value of net assets acquired, less REIT I's Merger expenses | 543,840,000 |
REIT I and REIT III Merger Agreement | |
Assets: | |
Land | 43,733,000 |
Building and improvements | 184,400,000 |
Intangibles | 1,609,000 |
Cash and restricted cash | 22,969,000 |
Other assets | 626,000 |
Total assets acquired | 253,337,000 |
Liabilities: | |
Mortgage notes payable, net | 147,191,000 |
Due to related parties | 836,000 |
Accounts payable and other liabilities | 2,946,000 |
Total liabilities assumed | 150,973,000 |
Net assets acquired | 102,364,000 |
Less: REIT I's Merger expenses | 929,000 |
Fair value of net assets acquired, less REIT I's Merger expenses | $ 101,435,000 |
Rental Properties, Net - Summ_3
Rental Properties, Net - Summary of Allocation of Values of Real Estate and Other Assets and Liabilities (Parenthetical) (Details) $ in Millions | Jan. 28, 2021USD ($) |
REIT I and REIT II Merger Agreement | |
Business Acquisition [Line Items] | |
Mortgage notes payable, (discount) premium amount | $ (3) |
REIT I and REIT III Merger Agreement | |
Business Acquisition [Line Items] | |
Mortgage notes payable, (discount) premium amount | $ 2.1 |
Rental Properties, Net - Summ_4
Rental Properties, Net - Summary of Revenue and Net Loss of Properties Acquired in Mergers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 27,893 | $ 47,365 |
Net loss | (5,979) | (11,585) |
REIT II | ||
Business Acquisition [Line Items] | ||
Revenue | 22,379 | 37,984 |
Net loss | (4,908) | (9,885) |
REIT III | ||
Business Acquisition [Line Items] | ||
Revenue | 5,514 | 9,381 |
Net loss | $ (1,071) | $ (1,700) |
Rental Properties, Net - Summ_5
Rental Properties, Net - Summary of Condensed Pro forma Operating Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Revenue | $ 123,212 | $ 239,902 |
Net loss | (3,806) | (63,985) |
Net loss attributable to noncontrolling interests | 277 | 3,287 |
Net loss attributable to common stockholders | $ (5,769) | $ (65,178) |
Net loss to common stockholders per share, basic and diluted | $ (0.04) | $ (0.41) |
Disposition of Property - Addit
Disposition of Property - Additional Information (Details) - Property | Jun. 30, 2021 | Jun. 30, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | 50 | |
Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | 1 | 0 |
Disposition of Property - Summa
Disposition of Property - Summary of Details of Disposition Activity (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net Gain on Disposition of Property | $ 18,734 | |
Evergreen at Coursey Place | Baton Rouge, LA | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Contract Sales Price | $ 49,751 | 49,751 |
Net Gain on Disposition of Property | $ 18,734 | $ 18,734 |
Disposition of Property - Sum_2
Disposition of Property - Summary of Revenues and Net Income Attributable to Property Sold Excluding Gain on Sale (Details) - Evergreen At Coursey Place [Member] - Baton Rouge, LA - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Revenue Attributable to Property Sold | $ 1,092 | $ 2,213 |
Net Income/(Loss) Attributable to Property Sold | $ 41 | $ (152) |
Identified Intangible Assets,_3
Identified Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||||
Identified intangible assets, net | $ 1,043,000 | $ 1,043,000 | $ 5,000 | ||
Goodwill | 154,667,000 | 154,667,000 | 154,935,000 | ||
Acquired in-place leases | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Identified intangible assets, net | 5,000 | ||||
Accumulated amortization | 33,400,000 | 33,400,000 | $ 27,100,000 | ||
Amortization expense | 4,400,000 | $ 0 | 7,300,000 | $ 0 | |
Antennae Leases | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 1,400 | $ 3,100 | $ 2,700 | $ 6,200 |
Identified Intangible Assets,_4
Identified Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 154,935 |
Goodwill, Ending Balance | 154,667 |
Evergreen at Coursey Place | |
Goodwill [Line Items] | |
Goodwill related to sale | $ (268) |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total | $ 1,561,202 | |
Weighted average interest rate on total debt | 2.60% | 2.46% |
Mortgages | ||
Debt Instrument [Line Items] | ||
Mortgages notes payable, net - variable rate | $ 707,069 | $ 675,791 |
Mortgages notes payable, net- fixed rate | 847,096 | 150,195 |
Total | $ 1,554,165 | $ 825,986 |
Weighted Average Maturity in Years | 5 years 4 months 28 days | |
Mortgages | Variable Rate | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate on total debt | 2.08% | 2.12% |
Weighted Average Maturity in Years | 4 years 2 months 1 day | |
Mortgages | Fixed Rate | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate on total debt | 3.04% | 4.03% |
Weighted Average Maturity in Years | 6 years 5 months 12 days | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 0 | $ 0 |
Weighted average interest rate on total debt | 0.00% | 0.00% |
Debt - Narrative (Details)
Debt - Narrative (Details) | May 20, 2021USD ($) | Jan. 28, 2021USD ($)Property | Jun. 30, 2021USD ($)Apartment | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)Apartment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs | $ 1,457,000 | $ 754,000 | |||||
Tangible net worth | $ 678,800,000 | $ 678,800,000 | |||||
Percentage of net proceeds of future equity issuances | 75.00% | ||||||
Borrowings under credit facility | $ 33,202,000 | 9,452,000 | |||||
Number of apartments owned as collateral | Apartment | 45 | 45 | |||||
As of Last Day of Each Fiscal Quarter Thereafter | |||||||
Debt Instrument [Line Items] | |||||||
Financial covenants, percentage of consolidated indebtedness to asset value ratio | 60.00% | ||||||
Consolidated fixed charge coverage ratio | 1.50 | ||||||
Mortgages | |||||||
Debt Instrument [Line Items] | |||||||
Accumulated amortization of deferred financing costs | $ 4,400,000 | $ 4,400,000 | $ 6,400,000 | ||||
Deferred financing costs, net | 7,200,000 | 7,200,000 | $ 5,700,000 | ||||
Secured debt | 74,900,000 | $ 74,900,000 | |||||
Maturity Date | Apr. 15, 2027 | ||||||
Mortgages | Interest Expense | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs | 404,000 | $ 358,000 | $ 2,900,000 | 754,300 | |||
Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | |||||||
Debt Instrument [Line Items] | |||||||
Facility termination period | 15 years | ||||||
Convertible loan advances from variable to fixed Description | Borrower has the option to convert variable rate advances to fixed rate advances beginning on the first day of the second year of the variable rate advance term and ending seven years prior to the Facility Termination Date, subject to the satisfaction of customary requirements set forth in the Loan Documents. | ||||||
Initial advance amount | $ 495,200,000 | ||||||
Number of real estate properties secured by mortgage | Property | 12 | ||||||
Refinance or pay off of borrower's debt | $ 462,000,000 | ||||||
Extinguishment costs | 4,600,000 | ||||||
Prepayment penalties | 2,400,000 | ||||||
Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | REIT II | |||||||
Debt Instrument [Line Items] | |||||||
Number of real estate properties secured by mortgage | Property | 5 | ||||||
Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Initial advance amount | $ 100,000,000 | ||||||
Letters of credit | $ 15,000,000 | ||||||
Line of credit, interest-only facility maturity period | 3 years | ||||||
Line of credit, extension maturity period | 1 year | ||||||
Line of credit, maximum amount | $ 500,000,000 | 76,500,000 | $ 76,500,000 | ||||
Credit facility, default rate | 2.00% | ||||||
Borrowings under credit facility | $ 0 | ||||||
Number of apartments owned as collateral | Apartment | 5 | 5 | |||||
Secured Revolving Credit Facility | Prepaid Expenses and Other Assets | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs, net | $ 1,100,000 | $ 1,100,000 | |||||
Secured Revolving Credit Facility | Federal Funds Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 0.50% | ||||||
Secured Revolving Credit Facility | Eurodollar Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 1.00% | ||||||
Minimum | As of Last Day of Each of First Four Fiscal Quarters Ending After May 20, 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated fixed charge coverage ratio | 1.35 | ||||||
Minimum | Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Threshold percentage of total indebtedness to total asset value ratio | 60.00% | ||||||
Minimum | Secured Revolving Credit Facility | Eurodollar Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 1.60% | ||||||
Minimum | Secured Revolving Credit Facility | Base Rate Loans | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 0.60% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of consolidated secured recourse indebtedness to total asset value | 5.00% | ||||||
Maximum | As of Last Day of Each of First Six Fiscal Quarters Ending After May 20, 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Financial covenants, percentage of consolidated indebtedness to asset value ratio | 65.00% | ||||||
Maximum | Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Threshold percentage of total indebtedness to total asset value ratio | 45.00% | ||||||
Maximum | Secured Revolving Credit Facility | Eurodollar Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 2.20% | ||||||
Maximum | Secured Revolving Credit Facility | Base Rate Loans | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as percent) | 1.20% | ||||||
Fixed Advances | Minimum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | |||||||
Debt Instrument [Line Items] | |||||||
Facility termination period | 5 years | ||||||
Fixed Advances | Maximum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | |||||||
Debt Instrument [Line Items] | |||||||
Facility termination period | 15 years | ||||||
Variable Advances | Minimum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | |||||||
Debt Instrument [Line Items] | |||||||
Facility termination period | 5 years | ||||||
Variable Advances | Maximum | Structured Credit Facility Transaction | CBRE Multifamily Capital, Inc. | Borrowers | |||||||
Debt Instrument [Line Items] | |||||||
Facility termination period | 10 years | ||||||
Acquisitions of Rental Property | |||||||
Debt Instrument [Line Items] | |||||||
Increase (decrease) in interest expense due to fair value adjustments | (157,000) | $ (82,000) | $ 365,000 | $ (164,000) | |||
Net premium or discount included in consolidated balance sheets | $ 181,316 | $ 181,316 |
Debt - Summary of Additional In
Debt - Summary of Additional Information about Initial Advance on Facility (Details) - Structured Credit Facility Transaction - Borrowers | Jan. 28, 2021USD ($) | |
Fixed Advance 1 | ||
Debt Instrument [Line Items] | ||
Original Loan Amount | $ 235,205 | |
Maturity Date | Feb. 1, 2031 | |
Annual Interest Rate | 2.79% | |
Fixed Advance 2 | ||
Debt Instrument [Line Items] | ||
Original Loan Amount | $ 235,205 | |
Maturity Date | Feb. 1, 2028 | |
Annual Interest Rate | 2.62% | |
Floating Advance | ||
Debt Instrument [Line Items] | ||
Original Loan Amount | $ 24,760 | |
Maturity Date | Feb. 1, 2031 | |
Annual Interest Rate | 2.07% | [1] |
[1] | Floating rate based on 30-day average SOFR plus a fixed margin of 2.06 %. |
Debt - Summary of Additional _2
Debt - Summary of Additional Information about Initial Advance on Facility (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2021 | |
SOFR | Structured Credit Facility Transaction | Borrowers | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as percent) | 2.06% |
Debt - Annual Future Principal
Debt - Annual Future Principal Payments on Outstanding Borrowings (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder 2021 | $ 40,043 |
2022 | 53,280 |
2023 | 58,672 |
2024 | 280,123 |
2025 | 191,725 |
2026 | 114,210 |
Thereafter | 823,149 |
Total | $ 1,561,202 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | |||||
Option to extend lease term | Some of the leases include options to extend the lease for up to an additional five years | ||||
Lessee, operating lease, existence of option to extend | true | ||||
Payments due for lease obligations | $ 3,100,000 | $ 3,100,000 | |||
Weighted average remaining lease term | 5 years 1 month 24 days | 5 years 1 month 24 days | |||
Weighted average discount rate | 2.22% | 2.22% | |||
Operating lease right-of-use assets | $ 2,873,000 | $ 2,873,000 | $ 3,180,000 | ||
Operating lease liabilities | 2,900,000 | $ 2,901,000 | 2,900,000 | $ 2,901,000 | $ 3,190,000 |
Parking Lot Lease | Rental Operating Expenses | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, expense | 9,000 | 9,000 | 18,000 | 18,000 | |
All Other Leases | General and Administrative Expenses | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, expense | $ 161,300 | $ 13,500 | $ 323,100 | $ 40,700 | |
Minimum | |||||
Operating Leased Assets [Line Items] | |||||
Operating leases, remaining terms | 1 year | ||||
Maximum | |||||
Operating Leased Assets [Line Items] | |||||
Operating leases, remaining terms | 6 years |
Leases - Schedule of Annual Pay
Leases - Schedule of Annual Payments for Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder 2021 | $ 308 |
2022 | 583 |
2023 | 572 |
2024 | 573 |
2025 | 586 |
Thereafter | 448 |
Total | $ 3,070 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accumulated Other Comprehensive Income [Rollforward] | ||||||
Beginning balance | $ 895,966 | $ 276,620 | $ 169,427 | $ 182,815 | $ 276,620 | $ 182,815 |
Designated derivatives, fair value adjustments | (35) | (24) | 337 | 30 | ||
Balance before noncontrolling interest | (21) | 417 | 12 | 98 | ||
Noncontrolling interest | 1 | 0 | (21) | 0 | ||
Ending balance | 892,712 | 895,966 | 161,760 | 169,427 | 892,712 | 161,760 |
Accumulated Other Comprehensive Income (Loss) | ||||||
Accumulated Other Comprehensive Income [Rollforward] | ||||||
Beginning balance | $ (391) | $ (218) | (391) | (218) | ||
Reclassification adjustment for realized loss on designated derivatives | 59 | 80 | ||||
Designated derivatives, fair value adjustments | 337 | 30 | ||||
Balance before noncontrolling interest | 5 | |||||
Noncontrolling interest | (21) | |||||
Ending balance | $ (16) | $ (108) | $ (16) | $ (108) |
Certain Relationships and Rel_3
Certain Relationships and Related Party Transactions - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Related Party Transaction [Line Items] | |
Catastrophic insurance, losses in excess of insurance pool, limit | $ 250,000,000 |
Catastrophic insurance policy expiration date | Mar. 1, 2021 |
General liability insured and dedicated limit per occurrence | $ 1,000,000 |
General liability pool claim amount limit | 2,000,000 |
General liability loss per occurrence excess liability program | 50,000,000 |
General liability pool, deductible amount per incident | 25,000 |
General liability insurance, loss covered in excess of insurance pool, limit | $ 51,000,000 |
General liability loss policy expiration date | Mar. 1, 2021 |
Minimum | |
Related Party Transaction [Line Items] | |
Catastrophic insurance, deductible amount per incident | $ 25,000 |
Maximum | |
Related Party Transaction [Line Items] | |
Catastrophic insurance, deductible amount per incident | $ 100,000 |
C-III and RAI | |
Related Party Transaction [Line Items] | |
Terms of transitional services agreement | 1 year |
C-III and RAI | OPI Common Units | |
Related Party Transaction [Line Items] | |
Units owned by noncontrolling interests | shares | 7,500,000 |
C-III and RAI | OPI Preferred Units | |
Related Party Transaction [Line Items] | |
Units owned by noncontrolling interests | shares | 319,965 |
Former Advisor | |
Related Party Transaction [Line Items] | |
Term of Advisory Agreement | 1 year |
Advisory Agreement, renewal period | 1 year |
Acquisition fee (as percent) | 2.00% |
Monthly asset management fee (as percent) | 0.083% |
Percentage annual asset management fee (as percent) | 1.00% |
Disposition fee as a percentage of the aggregate brokerage commission paid | 50.00% |
Disposition fee (as percent) | 2.75% |
Debt financing fee (as percent) | 0.50% |
Manager | |
Related Party Transaction [Line Items] | |
Property management fee (as percent) | 4.50% |
Occupancy (as percent) | 75.00% |
Term for which Manager received minimum property management fee if properties are less than 75% occupied | 12 months |
Construction management fee (as percent) | 5.00% |
Debt servicing fee (as percent) | 2.75% |
Certain Relationships and Rel_4
Certain Relationships and Related Party Transactions - Fees Earned/Expenses Paid and Amounts Payable and Amounts Receivable to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 2,763 | ||||
Due to related parties | $ 3,022 | $ 3,022 | 20,245 | ||
REIT II | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 1,915 | ||||
REIT II | Internal Audit | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 8 | ||||
REIT II | Management fees | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 327 | ||||
REIT II | Expense Reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 1,588 | ||||
Fees earned / expenses paid to related parties | 371 | ||||
REIT II | Asset management fee income | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | 669 | ||||
REIT II | Property management fee income | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | 275 | ||||
REIT III | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 848 | ||||
REIT III | Management fees | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 79 | ||||
REIT III | Deferred organization and offering costs reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 769 | ||||
REIT III | Asset management fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | 164 | ||||
REIT III | Property management fee income | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | 67 | ||||
C-III/RAI | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 3,022 | 3,022 | 20,245 | ||
C-III/RAI | Self-Management Transaction Consideration | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 1,875 | 1,875 | 19,125 | ||
C-III/RAI | Allocation of income to preferred unit holders | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 1,120 | 1,120 | $ 1,120 | ||
C-III/RAI | Participating Common Distribution | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 27 | 27 | |||
C-III/RAI | Transition Services | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 2 | ||||
C-III/RAI | Preferred Unit Distributions | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | $ 1,120 | 2,240 | |||
ACR | Internal Audit | |||||
Related Party Transaction [Line Items] | |||||
Fees earned from related parties | 37 | ||||
ACR | Sublease Rent Reimbursement | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | $ 30 | ||||
Former Advisor | Internal Audit | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | $ 28 | $ 56 | |||
Former Advisor | Acquisition costs | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 113 | ||||
Former Advisor | Asset management fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 3,091 | 6,182 | |||
Former Advisor | Debt financing fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 43 | 43 | |||
Former Advisor | Overhead allocation | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 1,096 | 2,268 | |||
Manager | Property management fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | 1,456 | 2,947 | |||
Manager | Construction management fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | $ 20 | 146 | |||
Manager | Debt servicing fees | |||||
Related Party Transaction [Line Items] | |||||
Fees earned / expenses paid to related parties | $ 1 |
Equity - Preferred Stock - (Det
Equity - Preferred Stock - (Details) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Equity - Common Stock - (Detail
Equity - Common Stock - (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 158,009,186 | 86,075,442 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued (in shares) | 158,009,186 | 86,075,442 |
Gross Proceeds | $ 1,576,690 | |
Total (in shares) | 178,104,470 | |
Shares redeemed and retired (in shares) | (20,095,284) | |
Merger | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 14,724,323 | |
Shares issued through private offering | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 1,279,227 | |
Gross Proceeds | $ 12,737 | |
Shares issued through primary public offering | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 129,923,354 | |
Gross Proceeds | $ 1,289,845 | |
Shares issued through stock distributions | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 2,406,986 | |
Shares issued through distribution reinvestment plan | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 28,413,976 | |
Gross Proceeds | $ 274,108 | |
Restricted shares issued to employees | ||
Class Of Stock [Line Items] | ||
Common stock, issued (in shares) | 1,356,604 | |
Unvested Restricted Stock | ||
Class Of Stock [Line Items] | ||
Common stock, outstanding (in shares) | 1,044,963 | 790,272 |
Common stock, issued (in shares) | 1,044,963 | 790,272 |
Shares issued through distribution reinvestment plan | ||
Class Of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 8.61 |
Equity - Convertible Stock - (D
Equity - Convertible Stock - (Details) | 6 Months Ended | |
Jun. 30, 2021Event$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class Of Stock [Line Items] | ||
Convertible stock, outstanding (in shares) | 50,000 | 49,935 |
Convertible stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Convertible stock held by subsidiary | 30,273 | |
Convertible stock held by affiliated persons (in shares) | 18,790 | |
Convertible stock held by outside investors (in shares) | 872 | |
Percentage on original share price (as percent) | 100.00% | |
Percentage non-compounded annual return, option one (as percent) | 7.00% | |
Aggregate percentage return (as percent) | 7.00% | |
Number of possible triggering events | Event | 2 | |
Conversion ratio | 0.00002 | |
Common stock, convertible, triggering event, if lesser of, option one (as percent) | 15.00% | |
Number of triggering events | Event | 0 | |
Merger Agreement | Convertible Common Stock | ||
Class Of Stock [Line Items] | ||
Convertible stock right to receive per share | $ / shares | $ 0.02 |
Equity - Redemption of Securiti
Equity - Redemption of Securities (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jun. 30, 2021 | |
Equity [Abstract] | |||||||
Total Number of Shares Redeemed (in shares) | 148,989 | 0 | 0 | 169,112 | 0 | 136,685 | 454,786 |
Average Price Paid per Share (in dollars per share) | $ 9.06 | $ 0 | $ 0 | $ 9.08 | $ 0 | $ 9.08 | $ 9.06 |
Equity - Amended Share Redempti
Equity - Amended Share Redemption Program (Details) | Feb. 03, 2021 |
Maximum | |
Subsidiary Sale Of Stock [Line Items] | |
Number of business days of payment for share redeemed after redemption date | 5 days |
Equity - Distributions Paid to
Equity - Distributions Paid to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Securities Financing Transaction [Line Items] | |||||
Total Aggregate Distribution | $ 22,068 | ||||
Net Cash Distribution | 16,904 | ||||
Common stock issued through the distribution reinvestment plan | $ 2,674 | $ 2,490 | $ 6,085 | $ 5,164 | $ 6,085 |
Per Common Share (in dollars per share) | $ 0.14 | ||||
Record date of March 30, 2021 | |||||
Securities Financing Transaction [Line Items] | |||||
Total Aggregate Distribution | $ 11,029 | ||||
Net Cash Distribution | 8,539 | ||||
Common stock issued through the distribution reinvestment plan | $ 2,490 | ||||
Per Common Share (in dollars per share) | $ 0.07 | ||||
Record date of June 29, 2021 | |||||
Securities Financing Transaction [Line Items] | |||||
Total Aggregate Distribution | $ 11,039 | ||||
Net Cash Distribution | 8,365 | ||||
Common stock issued through the distribution reinvestment plan | $ 2,674 | ||||
Per Common Share (in dollars per share) | $ 0.07 |
Equity - Share-Based Compensati
Equity - Share-Based Compensation (Details) - USD ($) | Sep. 08, 2020 | Jun. 30, 2021 | Mar. 19, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 567,983 | ||
Number of shares vested | 311,641 | ||
Unvested restricted shares, beginning of period | 790,272 | ||
Vested | (311,641) | ||
Forfeited | 1,651 | ||
Unvested restricted shares, end of period | 1,044,963 | ||
Performance-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 135,045 | ||
Number of shares vested | 311,641 | ||
Unvested restricted shares, beginning of period | 779,102 | ||
Vested | (311,641) | ||
Unvested restricted shares, end of period | 602,506 | ||
Granted | $ 9.08 | ||
Time-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 432,938 | ||
Unvested restricted shares, beginning of period | 11,170 | ||
Forfeited | 1,651 | ||
Unvested restricted shares, end of period | 442,457 | ||
Granted | $ 9.08 | ||
Employees | Unvested Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 404,306 | ||
Share-based payment award, vesting period | 3 years | ||
Non-employee Directors | Unvested Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 28,632 | ||
Share-based payment award, vesting period | 1 year | ||
2020 LTIP | Performance-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Accrual dividend | $ 84,000 | ||
Share Based Compensation Arrangement by Share Based Payment Award Granted Effective Date | Feb. 17, 2021 | ||
2020 LTIP | Officers and Certain Employees | Unvested Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 645,526 | ||
Number of shares grants converted | 790,272 | ||
Fair value of shares granted per share | $ 9.08 | ||
Share-based payment award, compensation expense | $ 3,400,000 | ||
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 779,102 | ||
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock | Upon Completion of Merger | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award, vesting percentage | 40.00% | ||
Number of shares vested | 311,641 | ||
Vested | (311,641) | ||
2020 LTIP | Officers and Certain Employees | Performance-based Restricted Stock | Upon Completion of an Initial Public Offering or Liquidity Event | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based payment award, vesting percentage | 60.00% | ||
2020 LTIP | Officers and Certain Employees | Time-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares granted | 11,170 | ||
Share-based payment award, vesting period | 3 years | ||
2020 LTIP | Common Stock | Performance-based Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of shares granted per share | $ 9.08 | ||
2020 LTIP | Common Stock | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 3,500,000 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interests (Details) | Sep. 08, 2020shares |
Minority Interest [Line Items] | |
Percentage of membership interest | 9.90% |
Maximum common units to exercise exchange right | 1,000 |
Limited partner common units in exchange rights | 1,000 |
OP I Preferred Units | |
Minority Interest [Line Items] | |
Percentage of preferred unit return | 7.00% |
Percentage of preferred return after fifth anniversary | 10.00% |
Percentage of number of preferred units originally issued to holders | 25.00% |
Percentage of number of preferred units originally issued | 12.50% |
Equity - Investor Rights Agreem
Equity - Investor Rights Agreement (Details) - USD ($) | Sep. 08, 2020 | Jun. 30, 2021 | Jun. 30, 2021 |
REIT I OP | |||
Investor Rights Agreement [Line Items] | |||
Percentage of weighted average shares outstanding by noncontrolling interests | 5.15% | 5.15% | |
Reclassifications of permanent to temporary equity | $ 0 | $ 0 | |
OP I Preferred Units | |||
Investor Rights Agreement [Line Items] | |||
Percentage of maximum preferred units to grant rights | 12.50% | ||
Percentage of maximum preferred units to expire agreement | 12.50% |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures - Assets Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate caps | $ 588 | $ 62 |
Assets, fair value | 588 | 62 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate caps | 588 | 62 |
Assets, fair value | $ 588 | $ 62 |
Fair Value Measures and Discl_4
Fair Value Measures and Disclosures - Schedule of Carrying Amount and Estimated Fair Values (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable- outstanding borrowings | $ 1,561,202 | $ 830,950 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable- outstanding borrowings | $ 1,523,651 | $ 822,859 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)LoanDerivative | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)LoanDerivative | Jun. 30, 2020USD ($) | Dec. 31, 2020Derivative | |
Derivatives, Fair Value [Line Items] | |||||
Number of repaid or refinanced loans | Loan | 14 | 14 | |||
Effective cash flow hedges fair value | $ 215,000 | $ 215,000 | |||
Cash flow hedges | |||||
Derivatives, Fair Value [Line Items] | |||||
Expenses or loss due to amortization of premiums for interest rate caps | 14,000 | $ 36,000 | 59,000 | $ 80,000 | |
Interest rate hedge to be reclassified during next 12 months | $ 97,000 | $ 97,000 | |||
Cash flow hedges | Interest Rate Caps | |||||
Derivatives, Fair Value [Line Items] | |||||
Number of Instruments (in derivatives) | Derivative | 21 | 21 | 22 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Outstanding Interest Rate Derivatives (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)Derivative | Dec. 31, 2020USD ($)Derivative | |
Cash flow hedges | Interest Rate Caps | ||
Derivatives, Fair Value [Line Items] | ||
Number of Instruments (in derivatives) | Derivative | 21 | 22 |
Notional Amount | $ | $ 724,934 | $ 677,238 |
Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Maturity Dates | Jul. 1, 2021 | May 1, 2021 |
Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Maturity Dates | Feb. 1, 2026 | Jan. 1, 2025 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Fair Value and Balance Sheet Location of Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives, fair value | $ 588 | $ 62 |