Document and Entity Information
Document and Entity Information Document - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Document and Entity Information | ||
entity registrant name | PREFERRED APARTMENT COMMUNITIES INC | |
entity CIK | 0001481832 | |
Current fiscal year end date | --12-31 | |
document type | 10-Q | |
document period end date | Mar. 31, 2020 | |
document fiscal year focus | 2020 | |
entity filer category | Accelerated Filer | |
document fiscal period focus | Q1 | |
Entity Current Reporting Status | Yes | |
amendment flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Stock, Par or Stated Value Per Share | $ 0.01 | |
entity common stock, shares outstanding | 47,585,239 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate | ||
Land | $ 665,585,000 | $ 635,757,000 |
Building and improvements | 3,329,579,000 | 3,256,223,000 |
Tenant Improvements | 172,136,000 | 167,275,000 |
Furniture, fixtures, and equipment | 341,542,000 | 323,381,000 |
Construction in progress | 16,131,000 | 11,893,000 |
Gross real estate | 4,524,973,000 | 4,394,529,000 |
Less: accumulated depreciation | (461,957,000) | (421,551,000) |
Net real estate | 4,063,016,000 | 3,972,978,000 |
Real estate loans | 292,905,000 | 325,790,000 |
Real estate loan investments to related parties | 2,568,000 | 23,692,000 |
Total real estate and real estate loan, net | 4,358,489,000 | 4,322,460,000 |
Cash and cash equivalents | 120,128,000 | 94,381,000 |
Restricted cash | 43,665,000 | 42,872,000 |
Financing Receivable, Net | 7,321,000 | 17,079,000 |
Note receivable | 23,810,000 | |
Due from Related Parties, Current | 9,011,000 | 24,838,000 |
Interest Receivable | 20,186,000 | 25,755,000 |
Intangible Assets, Net (Excluding Goodwill) | 154,351,000 | 154,803,000 |
Deferred loan costs, net of amortization of $155,953 and $64,480 | (1,118,000) | (1,286,000) |
Deferred offering costs | 3,085,000 | 2,147,000 |
tenants capitalized lease inducements | 19,168,000 | 19,607,000 |
Other assets | 90,877,000 | 65,332,000 |
Total assets | 4,827,399,000 | 4,770,560,000 |
Liabilities | ||
Mortgage notes payable, net of deferred loan costs and mark-to-market adjustment of $42,739 and $42,807 | 2,606,251,000 | 2,567,022,000 |
Accounts payable and accrued expenses | 43,797,000 | 42,191,000 |
Line of Credit Facility, Amount Outstanding | 191,500,000 | 0 |
Notes Payable | 0 | 69,489,000 |
unearned revenue from purchase option termination fees | 2,019,000 | 2,859,000 |
Interest Payable, Current | 8,707,000 | 8,152,000 |
Dividends payable | 24,415,000 | 23,519,000 |
Below Market Lease, Net | 60,481,000 | 62,611,000 |
Security deposits and prepaid rents | 35,405,000 | 20,879,000 |
Deferred income | 38,782,000 | 39,722,000 |
Total liabilities | 3,049,250,000 | 2,836,444,000 |
Stockholder's equity | ||
Common Stock, $0.01 par value per share; 400,066,666 shares authorized; 5,179,093 and 5,149,325 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively | 476,000 | 464,000 |
Additional paid in capital | 1,969,534,000 | 1,938,057,000 |
Accumulated deficit | (191,040,000) | (7,244,000) |
Total stockholders' equity | 1,778,992,000 | 1,931,298,000 |
Non-controlling interest | (843,000) | 2,818,000 |
Total equity | 1,778,149,000 | 1,934,116,000 |
Total liabilities and equity | 4,827,399,000 | 4,770,560,000 |
Series A Preferred Stock [Member] | ||
Stockholder's equity | ||
Series A Redeemable Preferred Stock, $0.01 par value per share; 150,000 shares authorized; 12,178 and 0 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively | 21,000 | 20,000 |
Series A1 Preferred Stock [Domain] | ||
Stockholder's equity | ||
Series A Redeemable Preferred Stock, $0.01 par value per share; 150,000 shares authorized; 12,178 and 0 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively | 0 | 0 |
Series M Preferred Stock [Member] | ||
Stockholder's equity | ||
Series A Redeemable Preferred Stock, $0.01 par value per share; 150,000 shares authorized; 12,178 and 0 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively | 1,000 | 1,000 |
series M1 preferred stock [Domain] | ||
Stockholder's equity | ||
Series A Redeemable Preferred Stock, $0.01 par value per share; 150,000 shares authorized; 12,178 and 0 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively | $ 0 | $ 0 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | $ 461,957 | $ 421,551 |
Finite-Lived Intangible Assets, Accumulated Amortization | 159,330 | 149,896 |
sales inducements accumulated amortization | 4,007 | 3,567 |
Below Market Lease, Accumulated Amortization | $ 26,144 | $ 23,655 |
Common Stock, par value per share | $ 0.01 | |
Common stock, shares outstanding | 47,578,631 | |
Series A Preferred Stock [Member] | ||
Series A Redeemable Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,050,000 | 3,050,000 |
Preferred stock, shares issued | 2,226,000 | 2,161,000 |
Shares outstanding, preferred stock | 2,075,000 | 2,028,000 |
Series A1 Preferred Stock [Domain] | ||
Series A Redeemable Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 37,000 | 5,000 |
Shares outstanding, preferred stock | 37,000 | 5,000 |
Series M Preferred Stock [Member] | ||
Series A Redeemable Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 106,000 | 106,000 |
Shares outstanding, preferred stock | 98,000 | 103,000 |
series M1 preferred stock [Domain] | ||
Series A Redeemable Preferred Stock, par value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 2,000 | 0 |
Shares outstanding, preferred stock | 2,000 | 0 |
Common Stock [Member] | ||
Common Stock, par value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,067,000 | 400,067,000 |
Common Stock, Shares, Issued | 47,129,000 | 46,443,000 |
Common stock, shares outstanding | 47,129,000 | 46,443,000 |
Line of Credit [Member] | ||
Deferred loan costs, accumulated amortization | $ 1,017 | $ 849 |
Mortgages [Member] | ||
Deferred loan costs, accumulated amortization | 42,738 | 42,807 |
Notes Payable to Banks [Member] | ||
Deferred loan costs, accumulated amortization | $ 0 | $ 511 |
Statements of Operations
Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Rental revenues | $ 111,866 | $ 94,393 |
Interest income on loan and note receivable | 13,439 | 11,288 |
Revenue from Related Parties | 2,537 | 5,802 |
miscellaneous revenues | 3,260 | 23 |
Total revenues | 131,102 | 111,506 |
Operating expenses: | ||
Property operating and maintenance | 16,800 | 12,879 |
property salaries related party | 5,191 | 4,657 |
Property management fees | 2,003 | 3,267 |
Real estate taxes | 15,525 | 14,090 |
General and administrative | 6,364 | 1,420 |
Share-based Compensation | 230 | 311 |
Depreciation and amortization | 49,509 | 45,289 |
Management fees | 3,099 | 7,829 |
Loans and Leases Receivable, Allowance | 5,133 | 0 |
Other Expenses | 178,793 | 45 |
Total operating expenses | 282,647 | 89,787 |
manager's fees deferred | (1,136) | (2,629) |
Operating Expenses | 281,511 | 87,158 |
Operating Income (Loss) | (150,409) | 24,352 |
Interest Expense | 29,593 | 26,756 |
Gain (Loss) on Extinguishment of Debt | 0 | 17 |
Gain (Loss) on Sales of Loans, Net | 479 | 0 |
Income (Loss) before Gain (Loss) on Sale of Properties | (150,409) | 24,348 |
Gains (Losses) on Sales of Investment Real Estate | 0 | 4 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (179,523) | (2,280) |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (179,523) | (2,280) |
net loss attributable to non-controlling interests | 3,141 | (492) |
Net loss attributable to the Company | (176,382) | (2,772) |
Dividends to preferred stockholders | (33,068) | (25,539) |
Deemed noncash dividend | 184 | 93 |
NetIncomeAllocatedToUnvestedRestrictedShares | (2) | (2) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (209,452) | $ (28,313) |
Earnings Per Share, Basic | $ (4.44) | $ (0.66) |
Dividends, Common Stock, Cash | $ 12,491 | $ 11,195 |
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
Weighted Average Number of Shares Outstanding, Diluted | 47,129 | 42,680 |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ 0 | $ 141 |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement Parentheticals [Abstract] | ||
property management fees paid to related party | $ 894,000 | $ 2,467,000 |
acquisition fees paid to related party | $ 5,192,000 | $ 4,079,000 |
Statements of Equity and Accumu
Statements of Equity and Accumulated Deficit - USD ($) | Total | Series A Preferred Stock [Member] | Series A1 Preferred Stock [Domain] | Common Stock [Member] | Common Stock [Member]Series A Preferred Stock [Member] | Common Stock [Member]Series M Preferred Stock [Member] | Common Stock [Member]Series A1 Preferred Stock [Domain] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series A Preferred Stock [Member] | Additional Paid-in Capital [Member]Series A1 Preferred Stock [Domain] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series A Preferred Stock [Member] | Accumulated Deficit [Member]Series A1 Preferred Stock [Domain] | Total Stockholders' Equity [Member] | Total Stockholders' Equity [Member]Series A Preferred Stock [Member] | Total Stockholders' Equity [Member]Series A1 Preferred Stock [Domain] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member]Series A Preferred Stock [Member] | Noncontrolling Interest [Member]Series A1 Preferred Stock [Domain] | Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series M Preferred Stock [Member] | Preferred Stock [Member]Series A1 Preferred Stock [Domain] | ClassBUnits [Member] | ClassBUnits [Member]Common Stock [Member] | ClassBUnits [Member]Additional Paid-in Capital [Member] | ClassBUnits [Member]Accumulated Deficit [Member] | ClassBUnits [Member]Total Stockholders' Equity [Member] | ClassBUnits [Member]Noncontrolling Interest [Member] | ClassBUnits [Member]Preferred Stock [Member]Series A Preferred Stock [Member] |
Balance at Dec. 31, 2018 | $ 418,000 | $ 1,607,712,000 | $ 0 | $ 1,608,146,000 | $ 1,239,000 | $ 16,000 | ||||||||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ (2,005,000) | 10,000 | (2,015,000) | 0 | (2,005,000) | 0 | 0 | |||||||||||||||||||||||
exercise of warrants | 4,248,000 | 3,000 | 4,245,000 | 0 | 4,248,000 | 0 | 0 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | 0 | 1,000 | 526,000 | 0 | 527,000 | (527,000) | 0 | |||||||||||||||||||||||
amortization of Class A Unit awards | $ 152,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 152,000 | $ 0 | |||||||||||||||||||||||
Syndication and offering costs | (14,281,000) | 0 | (14,281,000) | 0 | (14,281,000) | 0 | 0 | |||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 159,000 | 0 | 159,000 | 0 | 159,000 | 0 | 0 | |||||||||||||||||||||||
Dividends, Common Stock, Cash | (11,195,000) | 0 | (11,195,000) | 0 | (11,195,000) | 0 | $ 0 | |||||||||||||||||||||||
Balance at Mar. 31, 2019 | 1,699,569,000 | 432,000 | 1,698,810,000 | 0 | 1,699,260,000 | 309,000 | 18,000 | |||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (2,280,000) | 0 | 0 | (2,772,000) | (2,772,000) | 492,000 | 0 | |||||||||||||||||||||||
Contribution from non-controlling interests | 0 | |||||||||||||||||||||||||||||
non-controlling interest equity adjustment | 0 | 0 | 818,000 | 0 | 818,000 | (818,000) | 0 | |||||||||||||||||||||||
Payments to Noncontrolling Interests | (229,000) | 0 | 0 | 0 | 0 | (229,000) | 0 | |||||||||||||||||||||||
Dividends, Preferred Stock | (806,000) | $ (24,733,000) | $ 0 | (893,000) | $ (27,418,000) | 87,000 | $ 2,685,000 | (806,000) | $ (24,733,000) | 0 | $ 0 | 0 | $ 0 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | 12,472,000 | 128,682,000 | 0 | $ 0 | 12,472,000 | 128,680,000 | 0 | 0 | 12,472,000 | 128,682,000 | 2,000 | 0 | ||||||||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (7,414,000) | 0 | 0 | (7,414,000) | (7,414,000) | 0 | 0 | |||||||||||||||||||||||
Balance at Dec. 31, 2019 | 1,934,116,000 | 464,000 | 1,938,057,000 | (7,244,000) | 1,931,298,000 | 2,818,000 | 21,000 | |||||||||||||||||||||||
Stock Redeemed or Called During Period, Value | (9,900,000) | 11,000 | (9,911,000) | 0 | (9,900,000) | 0 | ||||||||||||||||||||||||
exercise of warrants | 8,000 | 0 | 8,000 | 0 | 8,000 | 0 | 0 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | 0 | 1,000 | 1,104,000 | 0 | 1,105,000 | (1,105,000) | 0 | |||||||||||||||||||||||
amortization of Class A Unit awards | $ 74,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 74,000 | $ 0 | |||||||||||||||||||||||
Syndication and offering costs | (12,360,000) | 0 | (12,360,000) | 0 | (12,360,000) | 0 | 0 | |||||||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | 156,000 | 0 | 156,000 | 0 | 156,000 | 0 | 0 | |||||||||||||||||||||||
Dividends, Common Stock, Cash | (12,491,000) | 0 | (12,491,000) | 0 | (12,491,000) | 0 | $ 0 | |||||||||||||||||||||||
Balance at Mar. 31, 2020 | 1,778,149,000 | 476,000 | 1,969,534,000 | (191,040,000) | 1,778,992,000 | (843,000) | 22,000 | |||||||||||||||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (179,523,000) | 0 | 0 | (176,382,000) | (176,382,000) | (3,141,000) | 0 | |||||||||||||||||||||||
Contribution from non-controlling interests | 197,000 | |||||||||||||||||||||||||||||
Contribution from non-controlling interests | 201,000 | 0 | 0 | 0 | 0 | 201,000 | 0 | |||||||||||||||||||||||
non-controlling interest equity adjustment | 0 | 0 | (513,000) | 0 | (513,000) | 513,000 | 0 | |||||||||||||||||||||||
Payments to Noncontrolling Interests | (203,000) | $ 0 | 0 | 0 | 0 | (203,000) | 0 | |||||||||||||||||||||||
Dividends, Preferred Stock | $ (1,746,000) | (31,100,000) | $ (222,000) | 0 | $ 0 | $ 0 | $ (1,746,000) | (31,100,000) | $ (222,000) | $ 0 | $ 0 | $ 0 | $ (1,746,000) | (31,100,000) | $ (222,000) | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | |||||||||
Stock Issued During Period, Value, New Issues | $ 64,484,000 | $ 34,069,000 | $ 0 | $ 0 | $ 64,483,000 | $ 34,069,000 | $ 0 | $ 64,484,000 | $ 34,069,000 | $ 0 | $ 1,000 | $ 0 |
Statements of Equity and Accu_2
Statements of Equity and Accumulated Deficit Parenthetical - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Dividends Per Share, Declared | 5 | 5 |
Minimum [Member] | Series M Preferred Stock [Member] | ||
Preferred Stock, Dividends Per Share, Declared | 4.79 | 4.79 |
Maximum [Member] | Series M Preferred Stock [Member] | ||
Preferred Stock, Dividends Per Share, Declared | $ 6.25 | $ 6.25 |
Statements of Cash Flows Statem
Statements of Cash Flows Statement - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities: | ||
Net loss attributable to the Company | $ (176,382,000) | $ (2,772,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (179,523,000) | (2,280,000) |
Reconciliation of net loss to net cash provided by (used in) operating activities: | ||
Depreciation expense | 49,509,000 | 45,289,000 |
Amortization of above and below Market Leases | (1,705,000) | (1,436,000) |
Deferred fee income amortization | (1,269,000) | (1,498,000) |
amortization of purchase option termination fee income | (4,040,000) | (4,233,000) |
Deferred Sales Inducement Cost, Amortization Expense | 849,000 | 805,000 |
Deferred loan cost amortization | 1,781,000 | 1,552,000 |
deferred interest income | (3,296,000) | (3,551,000) |
Gain On Interest Income, Real Estate | 8,865,000 | 0 |
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 0 | (141,000) |
Share-based Compensation | 230,000 | 311,000 |
Gain (Loss) on Disposition of Assets | 0 | (4,000) |
Gain (Loss) on Condemnation | (479,000) | 0 |
cash inflows purchase option terminations | 4,800,000 | 1,330,000 |
Gain (Loss) on Extinguishment of Debt | 0 | 17,000 |
cash inflows mortgage interest from consolidated VIE | 0 | 2,598,000 |
mortgage interes cash outflows consolidated VIE | 0 | (2,598,000) |
Allowance for Loan and Lease Losses, Period Increase (Decrease) | 5,133,000 | 0 |
Changes in operating assets and liabilities: | ||
(Increase) in tenant accounts receivable | (10,775,000) | (8,376,000) |
Payments for (Proceeds from) Tenant Allowance | 0 | (102,000) |
(Increase) decrease in other assets | 24,190,000 | 1,290,000 |
Increase (decrease) in deferred liability to Former Manager | 22,851,000 | 0 |
Increase (decrease) in Contingent liability | 15,000,000 | 0 |
Increase in accounts payable and accrued expenses | (1,282,000) | (2,441,000) |
Net cash provided by (used in) operating activities | (69,391,000) | 26,362,000 |
Investing activities: | ||
Investments in real estate loans | (11,631,000) | (29,795,000) |
Proceeds from Principal Repayments on Loans and Leases Held-for-investment | 53,896,000 | 0 |
Notes receivable issued | 10,041,000 | 0 |
Deferred acquisition fee on real estate loans | (9,624,000) | (13,952,000) |
Deferred real estate loan income | (249,000) | (1,890,000) |
Acquisition of properties, net | (125,107,000) | (32,540,000) |
Receipt of insurance proceeds for capital improvements | 0 | 746,000 |
Proceeds from Sale of Land Held-for-use | 738,000 | 0 |
Additions to real estate assets - improvements | (12,817,000) | (7,917,000) |
Increase (Decrease) in Earnest Money Deposits Outstanding | (915,000) | (511,000) |
AcquisitionFeesRelatedPartyCosts | 0 | (401,000) |
Payments to Acquire Debt Securities, Available-for-sale | 0 | (30,934,000) |
Proceeds from Sale of Mortgage-backed Securities (MBS), Available-for-sale | 0 | 53,445,000 |
mortgage principal received from consolidated VIE | 0 | 679,000 |
Increase (Decrease) in Accounts and Notes Receivable | 4,546,000 | 8,330,000 |
Net cash (used in) investing activities | (90,855,000) | (53,939,000) |
Financing activities: | ||
Proceeds from mortgage notes payable | 81,413,000 | 57,275,000 |
Extinguishment of Debt, Amount | (42,252,000) | (38,324,000) |
Payments for mortgage loan costs | (1,694,000) | (996,000) |
payments received from real estate loan participants | 0 | (5,223,000) |
Proceeds from non-revolving lines of credit | 284,000,000 | 126,200,000 |
Payments on revolving lines of credit | (92,500,000) | (166,200,000) |
Repayments of Short-term Debt | (70,000,000) | 0 |
mortgage principal paid to consolidated VIE | 0 | (679,000) |
cash flows financing proceeds repurchase agreements | 0 | 4,857,000 |
cash flows financing repayments repurchase agreements | 0 | (4,857,000) |
Proceeds from sales of Units, net of offering costs | 89,398,000 | 128,573,000 |
Proceeds from Warrant Exercises | 44,000 | 3,921,000 |
Preferred Stock, Redemption Amount | (9,890,000) | (2,006,000) |
Dividends declared and paid | (12,156,000) | (10,840,000) |
Payments of Ordinary Dividends, Preferred Stock and Preference Stock | (32,732,000) | (25,097,000) |
Payments for deferred offering costs, net of non cash items | (7,042,000) | (832,000) |
Net Cash Provided by (Used in) Financing Activities | 186,786,000 | 65,772,000 |
Cash and Cash Equivalents, Period Increase (Decrease) | 26,540,000 | 38,195,000 |
Cash beginning of period | 137,253,000 | 87,690,000 |
Cash end of period | 163,793,000 | 125,885,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 27,190,000 | 24,318,000 |
Noncash Investing and Financing Items [Abstract] | ||
Accrued capital expenditures | 5,552,000 | 7,308,000 |
Deemed noncash dividend | 184,000 | 93,000 |
Dividends payable to non controlling interests | 203,000 | 229,000 |
Accrued and payable deferred offering costs | 880,000 | 740,000 |
receivable for deferred offering costs | 0 | 158,000 |
Writeoff of fully amortized deferred loan costs | 718,000 | 415,000 |
Variable Interest Entity, Consolidated, Assets, Noncurrent, Pledged | 0 | 544,869,000 |
Reclass of offering costs from deferred asset to equity | 3,189,000 | 1,700,000 |
loan receivables converted to equity for property acquisition | 0 | 47,797,000 |
Contribution from non-controlling interests | (197,000) | 0 |
Loans Assumed | 0 | 41,550,000 |
Share-based Compensation | 226,000 | 384,000 |
Noncash settlement of loans | 40,000 | 465,000 |
loan fees received | 267,000 | 801,000 |
Restricted Cash and Cash Equivalents | 43,665,000 | |
Common Stock [Member] | ||
Noncash Investing and Financing Items [Abstract] | ||
Dividends payable | 12,491,000 | 11,195,000 |
Series A Preferred Stock [Member] | ||
Noncash Investing and Financing Items [Abstract] | ||
Dividends payable | 10,373,000 | 8,447,000 |
Series M Preferred Stock [Member] | ||
Noncash Investing and Financing Items [Abstract] | ||
Dividends payable | 1,229,000 | 549,000 |
Series A1 Preferred Stock [Domain] | ||
Noncash Investing and Financing Items [Abstract] | ||
Dividends payable | 138,000 | 0 |
Parent [Member] | ||
Operating activities: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (176,382,000) | $ (2,772,000) |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Preferred Apartment Communities, Inc. (NYSE: APTS) is a real estate investment trust engaged primarily in the ownership and operation of Class A multifamily properties, with select investments in grocery anchored shopping centers, Class A office buildings, and student housing properties. Preferred Apartment Communities’ investment objective is to generate attractive, stable returns for stockholders by investing in income-producing properties and acquiring or originating real estate loans for multifamily properties. As of March 31, 2020, the Company owned or was invested in 123 properties in 15 states, predominantly in the Southeast region of the United States. Preferred Apartment Communities, Inc. has elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with its tax year ended December 31, 2011. The Company was externally managed and advised by Preferred Apartment Advisors, LLC, or its Former Manager, a Delaware limited liability company and related party until the Company acquired the Former Manager and NMP Advisors, LLC (the "Sub-Manager"), or the Internalization, on January 31, 2020. Prior to the Internalization transaction, according to the Sixth Amended and Restated Management Agreement, effective as of June 3, 2016, among the Company, the Operating Partnership, and the Former Manager, or the Former Management Agreement, the Company paid acquisition fees and other fees and expense reimbursements to the Former Manager. Following the Internalization transaction that closed on January 31, 2020, the Company no longer pays any fees or expense reimbursements to its Former Manager (see Note 6). As of March 31, 2020 , the Company had 47,578,631 shares of common stock, par value $0.01 per share, or Common Stock, issued and outstanding and was the approximate 98.4% owner of the Preferred Apartment Communities Operating Partnership, L.P., the Company's operating partnership, at that date. The number of partnership units not owned by the Company totaled 774,687 at March 31, 2020 and represented Class A OP Units of the Operating Partnership, or Class A OP Units. The Class A OP Units are convertible at any time at the option of the holder into the Operating Partnership's choice of either cash or Common Stock. In the case of cash, the value is determined based upon the trailing 20 -day volume weighted average price of the Company's Common Stock. The Company controlled the Operating Partnership through its sole general partner interest and conducted substantially all of its business through the Operating Partnership until January 31, 2020. Beginning February 1, 2020, the Company conducts substantially all of its business through PAC Carveout, LLC, or Carveout, a wholly-owned subsidiary of the Operating Partnership. Carveout intends to elect to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with its tax year ended December 31, 2020. The Company has determined the Operating Partnership is a variable interest entity, or VIE, of which the Company is the primary beneficiary. The Company is involved with other VIEs as discussed in Note 4. New Market Properties, LLC owns and conducts the business of our portfolio of grocery-anchored shopping centers. Preferred Office Properties, LLC owns and conducts the business of our portfolio of office buildings. Preferred Campus Communities, LLC owns and conducts the business of our portfolio of off-campus student housing communities. Each of these entities are indirect wholly-owned subsidiaries of the Operating Partnership. Basis of Presentation These consolidated financial statements include all of the accounts of the Company and the Operating Partnership presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These condensed financial statements were derived from audited financial statements, but do not contain all the disclosures required by GAAP. These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2019. All significant intercompany transactions have been eliminated in consolidation. Certain adjustments have been made consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair presentation of the Company's financial condition and results of operations. The results of operations for the three months ended March 31, 2020 and 2019, are not necessarily indicative of the results that may be expected for the full year. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, that will continue to have an adverse impact on economic and market conditions and trigger a period of economic slowdown in the United States and globally. The potential reach, severity and duration of impacts of the COVID-19 pandemic will cause our estimates and forecasts of future events to be inherently less certain. Actual results could differ from those estimates. Amounts are presented in thousands where indicated. Reclassification Adjustments The Company recorded certain reclassification adjustments on its Condensed Consolidated Statement of Operations for the three-month period ended March 31, 2019, to conform prior period presentation to the current presentation reflective of the internalized structure as shown in the table below. None of these reclassification adjustments were due to error or misstatement. For the three-month period ended March 31, 2019 As reported in Quarterly Report on Form 10-Q at March 31, 2019 Reclassification adjustments As reported in Quarterly Report on Form 10-Q at March 31, 2020 (in thousands) Rental revenues $ 92,238 $ (92,238 ) $ — Other property revenues $ 2,178 $ (2,178 ) $ — Miscellaneous revenues $ — $ 23 $ 23 Rental and other property revenues $ — $ 94,393 $ 94,393 Operating expenses: Property operating and maintenance $ 10,792 $ 2,087 $ 12,879 Real estate taxes $ 12,500 $ (12,500 ) $ — Real estate taxes and insurance $ — $ 14,090 $ 14,090 General and administrative $ 2,614 $ (1,194 ) $ 1,420 Insurance, professional fees and other expenses $ 2,528 $ (2,528 ) $ — Management internalization expense $ — $ 45 $ 45 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Impairment Assessment The Company evaluates its tangible and identifiable intangible real estate assets for impairment when events such as declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If this test indicates that impairment exists, an impairment loss is recorded in earnings equal to the shortage of the book value to fair value, calculated as the discounted net cash flows of the property. Current expected credit losses on real estate loan investments The Company carries its investments in real estate loans at amortized cost that consists of drawn amounts on the loans, net of unamortized deferred loan origination fees and current expected credit losses. On January 1, 2020, the Company adopted ASU 2016-13, that replaced the incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for total expected future losses on financial assets at the outset of each loan. For each loan in which the Company is the lender, the amount of protection afforded to the Company is estimated to be the excess of the future estimated fair market value of the developed property over the developer’s related obligations (including the Company’s mezzanine or member loan(s)), other loans senior to the Company's, the expected future balance of accrued interest and any other obligations related to the project’s funding. The excess represents the amount of equity dollars in each real estate project plus profit expected to be realized by the developer on the project, both of which are in a subordinate position to the Company's real estate loan investments. This numeric result is expressed as a percentage of the property's expected future fair value (a "loss reserve ratio"), which is then pooled into ranges of loss percentages that was derived from company-specific loss experience. The product of this indicated loss reserve ratio and the expected fully-funded balance (inclusive of an expected future balance of accrued interest) is the initial total expected credit loss reserve. Over the life of the loan, the initial reserve is reevaluated for potential reduction at the achievement of certain milestones in construction and lease-up progress as the project approaches completion and the loan approaches maturity, given no unforeseen degradation in project performance or failure to adhere to the terms of the loan by the borrower/developer. Finally, the loss reserve may be further refined by the Company due to any subjective qualitative factors deemed pertinent and worthy of reflection. The Company implemented this new guidance by applying this model to its existing portfolio of real estate loan investments using the modified retrospective method and in doing so, recorded a cumulative effect adjustment to retained earnings on January 1, 2020. See note 4. The Company's notes and lines of credit receivable are unsecured and so are assessed for expected future credit loss by individually assessing the expected profit from current development projects in progress, as well as the viability of the personal guarantees of the borrowers. The Company's real estate loan investments are collateralized by real estate development projects and secured further by guaranties of repayment from one or more of the borrowers. The Company's lines of credit receivable are typically only collateralized by personal guaranties, but occasionally may be cross-collateralized by interests in other real estate projects. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, as well as the financial and operating capability of the borrower. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the overall economic environment, real estate sector, and geographic sub‑market in which the borrower operates are considered. Such analyses are completed and reviewed by management, utilizing various data sources, including periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, capitalization and discount rates and site inspections. See the Revenue Recognition section of this Note for other loan-related policy disclosures required by ASC 310-10-50-6. Purchase Option Terminations The Company will occasionally receive a purchase option on the underlying property in conjunction with extending a real estate loan investment to the developer of the property. The purchase option is often at a discount to the to-be-agreed-upon market value of the property, once stabilized. If the Company elects not to exercise the purchase option and acquire the property, it may negotiate to sell the purchase option back to the developer and receive a termination fee in consideration. The amount of the termination fee is accounted for as additional interest on the real estate loan investment and is recognized as interest revenue utilizing the effective interest method over the period beginning from the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property. Revenue Recognition Multifamily communities and student housing properties Rental revenue is recognized when earned from residents of the Company's multifamily communities, which is over the terms of the rental agreements, typically of nine to fifteen months’ duration. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable, in accordance with ASC 842-30-25-12. The Company evaluated the various ancillary revenues within its multifamily leases, including resident utility reimbursements. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under Lease Accounting, ASC 842, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component within the rental and other property revenues line on the Consolidated Statements of Operations. Revenue from utility reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. Grocery-anchored shopping centers and office properties Our retail leases have original lease terms which generally range from three to seven years for spaces under 5,000 square feet and from ten to twenty years for spaces over 10,000 square feet. Anchor leases generally contain renewal options for one or more additional periods whereas in-line tenant leases may or may not have renewal options. With the exception of anchor leases, the leases generally contain contractual increases in base rent rates over the lease term and the base rent rates for renewal periods are generally based upon the rental rate for the primary term, which may be adjusted for inflation or market conditions. Anchor leases generally do not contain contractual increases in base rent rates over the lease term and the renewal periods. Our leases generally provide for the payment of fixed monthly rentals and may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level (“percentage rent”). Our leases also generally include tenant reimbursements for common area expenses, insurance, and real estate taxes. Utilities are generally paid by tenants either directly through separate meters or through payment of tenant reimbursements. The foregoing general description of the characteristics of the leases in our centers is not intended to describe all leases and material variations in lease terms may exist . Our office building leases have original lease terms which generally range from five to fifteen years and generally contain contractual, annual base rental rate escalations ranging from 2% to 3% . These leases may be structured as gross where the tenant’s base rental rate is all inclusive and there is no additional obligation to reimburse building operating expenses, net or NNN where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expenses, or modified gross where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expense increases over a base year amount (typically calculated as the actual reimbursable operating expenses in year one of the original lease term). Base rental revenue from tenants' operating leases is a lease component revenue in the Company's grocery-anchored shopping centers and office properties and is recognized on a straight-line basis over the term of the lease. Revenue based on "percentage rent" provisions that provide for additional rents that become due upon achievement of specified sales revenue targets (as specified in each lease agreement) is recognized only after the tenant exceeds its specified sales revenue target. Revenue from reimbursements of the tenants' share of real estate taxes, insurance and common area maintenance, or CAM, costs represent non-lease component revenue. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under ASC 842, Leases, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component under rental and other property revenues recognized in accordance with ASC 842. Revenue from reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. The Company does not record income and offsetting expense for certain variable costs paid directly to third parties by lessees on behalf of lessors. Non-lease components which do not qualify under the practical expedient primarily include lease termination income and other ancillary revenue (e.g. application fees, license fees, late fees and tenant billbacks). Lease termination revenues are recognized ratably over the revised remaining lease term after giving effect to the termination notice or when tenant vacates and the Company has no further obligations under the lease. Rents and tenant reimbursements collected in advance are recorded as prepaid rent within other liabilities in the accompanying consolidated balance sheets. The Company evaluated the collectability of the tenant receivable related to rental and reimbursement billings due from tenants and straight-line rent receivables, which represent the cumulative amount of future adjustments necessary to present rental revenue on a straight-line basis, by taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. In performing a detailed review of each tenant, we determined if the balances were paid in the subsequent month, if if the tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If collection of substantially all of the outstanding balance is not probable, the tenant's rental revenue is recognized on a cash basis and all accrued balances are written off to rental revenue. The Company evaluates the collectability of these amounts and recognizes revenue related to tenants where collectability is deemed probable, in accordance with ASC 842-30-25-12. Upon adoption of ASC 842, the Company began recording amounts not deemed probable of collection as a reduction of rental and other property revenues, as applicable. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. The Company may provide grocery-anchored shopping center and office building tenants an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements, recognition of rental revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. For our office properties, if the improvement is deemed to be a “landlord asset,” and the tenant funded the tenant improvements, the cost is amortized over the term of the underlying lease with a corresponding recognition of rental revenues. In order to qualify as a landlord asset, the specifics of the tenant’s assets are reviewed, including the Company's approval of the tenant’s detailed expenditures, whether such assets may be usable by other future tenants, whether the Company has consent to alter or remove the assets from the premises and generally remain the Company's property at the end of the lease. Gains on sales of real estate assets The Company recognizes gains on sales of real estate based on the difference between the consideration received and the carrying amount of the distinct asset, including the carrying amount of any liabilities relieved or assumed by the purchasing counterparty and net of disposition expenses. Lessee accounting The Company has evaluated its leases for which it is the lessee to determine the value of any right of use assets and related lease liabilities. All of these leases qualify as operating leases. The Company has three ground leases related to our office and grocery-anchored shopping center assets, one of which had been recorded at fair value on the Company's balance sheet at acquisition due to a purchase option the Company deemed probable of exercising. These ground leases generally have extended terms (e.g. over twenty years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company is also the lessee of office space for its corporate headquarters and of furniture and office equipment, which generally are three to five years in duration with minimal rent increases. The Company’s right of use asset and related lease liability in accordance with ASC 842-20-30 related to these leases are recorded within the Tenant Receivables and Other Assets and the Security Deposits and Other Liabilities line items of the balance sheet, respectively. Lease expense for ground leases and furniture and office equipment located at the Company's properties is included in the consolidated statements of operations within property operations and maintenance and expense for office rent and furniture and office equipment in the Company's corporate headquarters are included in general and administrative expense. See note 12 for more disclosures related to the Company's right of use assets and lease liabilities. New Accounting Pronouncements Standard Description Date of Adoption Effect on the Consolidated Financial Statements Recently Adopted Accounting Guidance ASU 2016-13, Financial Instruments - Credit Losses (ASC 326) ASU 2016-03 ("CECL") changes how entities will measure credit losses for most financial assets, including loans, which are not measured at fair value through net income. The guidance replaces the existing incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for financial assets rather than reduce the carrying amount, as they do today under the other-than temporary impairment model. January 1, 2020 Implementation of the new guidance on accounting for financial assets was limited to our real estate loan investments. We have developed a model that derives a reserve ratio based upon the amount of financial protection afforded each instrument. For each loan in which we are the lender, the amount of protection afforded to us is estimated to be the excess of the future estimated fair market value of the developed property over the commitment amount of each loan (including other loans senior to the Company’s), inclusive of accrued interest and other related receivables. The excess represents the amount of equity dollars in each real estate project, which are in a subordinate position to our real estate loan investments. We implemented this new guidance using the modified retrospective basis by recording a cumulative effect adjustment to retained earnings on January 1, 2020 of approximately $7.4 million. Standard Description Date of Adoption Effect on the Consolidated Financial Statements Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting The new standard enables affected entities to elect from a series of practical expedients designed to ease the transition from referenced base rates within contracts designated to be replaced by Reference Rate Reform. The amendments are effective March 12, 2020 through December 31, 2022. ASU 2020-04 will potentially be applicable to the Company's variable-rate debt instruments for which the Company is the borrower, which bear interest at a spread over the 1-month London Interbank Offer Rate (1-month LIBOR). Among the practical expedients are the option to elect prospective adjustment of the effective interest rate, foregoing reassessment of any instruments under loan modification rules. The Company is monitoring developments pertaining to Reference Rate Reform and does not currently anticipate ASU 2020-04 to have a material effect on its results of operations. |
Real Estate Assets (Notes)
Real Estate Assets (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate Assets [Abstract] | |
Business Combination Disclosure | Real Estate Assets The Company's real estate assets consisted of: As of: March 31, 2020 December 31, 2019 Multifamily communities: Properties (1) 35 (1, 2) 34 Units 10,637 10,245 New Market Properties: Properties 54 (2) 52 Gross leasable area (square feet) (3) 6,208,278 6,041,629 Student housing properties: Properties 8 (2) 8 Units 2,011 2,011 Beds 6,095 6,095 Preferred Office Properties: Properties 9 (2, 4) 10 Rentable square feet 3,169,000 3,204,000 (1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as is the Regent at Lenox Village within the Lenox Portfolio. (2) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures. (3) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and is not included in the totals above for New Market Properties. (4) Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development. Impacts of COVID-19 Pandemic The COVID-19 pandemic emerged in December 2019 and has since spread globally, including to every state in the United States. On March 13, 2020, the United States declared a national emergency. Since that time, efforts to contain the spread of COVID-19 have intensified. Several countries, including the United States, have taken steps to restrict travel, temporarily close businesses and issue quarantine orders. The restrictions have resulted in impacts to earnings for commercial real estate, which in turn is expected to affect asset valuations to some degree. The Company does not consider this event to be a triggering event, since no evidence of declining valuations of any consequence have emerged to cause a triggering event, as evidenced by step one analyses performed on a sample of its properties from each segment. The Company found a significant amount of cushion between the asset’s book value and the undiscounted cash flows for the properties evaluated. The Company's monthly rent collections for the three-month period ended March 31, 2020 have been approximately level across the Company's segments, with a minor dip in collections in March for in-line retail tenants, as such tenants are generally smaller operations that are likely have less access to adequate sources of liquidity to weather economic downturns than grocery anchor tenants and many office tenants. The closure of several in-line tenant businesses and monthly rent collections are beginning to fall. Within our multifamily communities, despite the fact that collections of rents had not yet begun to decline as of March 2020, the Company offered rent deferral plans for the months of April and May 2020. Any deferred rents would be due over the remaining lease term of the individual tenants. Any uncollected deferred rent amounts will be deemed uncollectible. For office tenants, the company evaluated all delinquent receivable balances by performing a detailed review of each tenant. In this review, we determined if the balances were paid in the subsequent month, if tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If the likelihood of the tenant submitting payment was deemed to be less than probable based on the aforementioned criteria, we determined the tenant as being an “at risk” tenant and revenue would be recognized on a cash basis. Multifamily communities acquired During the three-month period ended March 31, 2020, the Company completed the acquisition of Altis Wiregrass Ranch, a 392 -unit multifamily community located in Tampa, Florida. The aggregate purchase price of the multifamily acquisition was approximately $84.0 million , exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. The Company acquired no multifamily communities during the three-month period ended March 31, 2019. Multifamily Community acquired during the three-month period ended (In thousands, except amortization period data) March 31, 2020 Land $ 6,842 Buildings and improvements 57,186 Furniture, fixtures and equipment 15,522 Lease intangibles 4,595 Prepaids & other assets 24 Accrued taxes (273 ) Security deposits, prepaid rents, and other liabilities (318 ) Net assets acquired $ 83,578 Cash paid $ 83,578 Mortgage debt, net — Total consideration $ 83,578 Three-months ended March 31, 2020 Revenue $ — Net income (loss) $ (240 ) Capitalized acquisition costs incurred by the Company $ 171 Acquisition costs paid to related party (included above) $ — Remaining amortization period of intangible assets and liabilities (months) 17.5 Student housing properties acquired The Company had no acquisitions of student housing property assets during the three-month period ended March 31, 2020. During the three-month period ended March 31, 2019, the Company completed the acquisition of Haven49, a 322-unit, 887-bed student housing property adjacent to the University of North Carolina at Charlotte. The Company effectuated the acquisition via a negotiated agreement whereby the Company accepted the membership interest in the Haven49 project entity in satisfaction of the project indebtedness owed to the Company. See Note 4. The Company allocated the asset's fair value and capitalized acquisition costs to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities. Student housing property acquired during the three-month period ended (In thousands, except amortization period data) March 31, 2019 Land $ 7,289 Buildings and improvements 68,163 Furniture, fixtures and equipment 16,966 Lease intangibles 983 Accrued taxes (158 ) Security deposits, prepaid rents, and other liabilities (2,579 ) Net assets acquired $ 90,664 Satisfaction of loan receivables $ 46,397 Cash paid 2,717 Mortgage debt, net 41,550 Total consideration $ 90,664 Three-months ended March 31, 2019 Revenue $ 1,991 Net income (loss) $ 94 Capitalized acquisition costs incurred by the Company $ 1,016 Acquisition costs paid to related party $ 936 Remaining amortization period of intangible assets and liabilities (months) — Student housing properties On March 20, 2020, we delivered a written termination notice to the prospective purchaser of six of our student housing properties for their failure to consummate the purchase. Accordingly, we received an additional $2.75 million of forfeited earnest money as liquidated damages. New Market Properties assets acquired During the three-month periods ended March 31, 2020 and 2019, the Company completed the acquisition of the following grocery-anchored shopping centers: Acquisition date Property Location Gross leasable area (square feet) 3/19/2020 Midway Market Dallas, Texas 85,599 1/29/2020 Wakefield Crossing Raleigh, North Carolina 75,927 161,526 1/17/2019 Gayton Crossing Richmond, Virginia 158,316 The aggregate purchase price of the New Market Properties acquisitions for the three-month periods ended March 31, 2020 and 2019 was approximately $27.7 million and $29.0 million respectively, exclusive of acquired escrows, security deposits, prepaid assets, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities. New Market Properties' acquisitions during the three-month periods ended March 31, (In thousands, except amortization period data) 2020 2019 Land $ 9,328 $ 9,109 Buildings and improvements 12,264 17,093 Tenant improvements 2,099 698 In-place leases 3,043 2,609 Above market leases 107 754 Leasing costs 1,237 769 Below market leases (359 ) (1,515 ) Prepaid taxes and other assets 61 34 Security deposits, prepaid rents, and other (249 ) (146 ) Net assets acquired $ 27,531 $ 29,405 Cash paid $ 19,640 $ 11,405 Mortgage debt 7,891 18,000 Total consideration $ 27,531 $ 29,405 Three-month period ended March 31, 2020: Revenue $ 408 $ 691 Net income (loss) $ 45 $ (90 ) Three-month period ended March 31, 2019: Revenue $ — $ 595 Net income (loss) $ — $ (141 ) Capitalized acquisition costs incurred by the Company $ 470 $ 569 Capitalized acquisition costs paid to related party (included above) $ 249 $ 300 Remaining amortization period of intangible assets and liabilities (years) 10.4 7.8 |
Real Estate Loans, Notes Receiv
Real Estate Loans, Notes Receivable, and Lines of Credit | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Real Estate Loans, Notes Receivable, and Line of Credit | The Company's real estate loan investments are collateralized by 100% of the membership interests of the underlying project entity, and, where considered necessary, by unconditional joint and several repayment guaranties and performance guaranties by the principal(s) of the borrowers. These guaranties generally remain in effect until the receipt of a final certificate of occupancy. All of the guaranties are subject to the rights held by the senior lender pursuant to a standard intercreditor agreement. Prepayment of the real estate loans are permitted in whole, but not in part, without the Company's consent. As discussed in note 2, the Company established total expected credit losses against its existing portfolio of real estate loan investments on January 1, 2020. In doing so, it recorded a cumulative effect reduction adjustment to retained earnings of approximately $7.4 million . For the quarter ended March 31, 2020, the Company recorded an aggregate net increase in its provision for expected credit losses of approximately $4.5 million . As described in note 2, the Company assesses the credit quality of its real estate loan investments by a calculated loss reserve ratio, which is an internally-developed credit quality indicator. Loss reserve ratios reflect the amount of protection afforded by the amount of equity and debt financing subordinate to the Company's position in the project; higher reserve ratios reflect a lower amount of invested dollars junior to the Company's position. The following table presents the Company's aggregation of loan amounts by final reserve ratio as of March 31, 2020: Final reserve ratio Number of loans Total amount due (in thousands) 0.50 % 3 $ 56,904 1.00 % 1 6,370 1.50 % 9 109,735 3.00 % 2 28,992 4.00 % 1 125,778 36.26 % 1 5,924 17 $ 333,703 The COVID-19 pandemic has, and will continue to have, impacts upon the development activity underlying our real estate loan investments, including the availability of labor, the supply and availability of construction materials and the ability to achieve leased stabilization. The Company's Berryessa real estate loan investment carries a 4% final reserve ratio at March 31, 2020. The project is experiencing a temporary construction delay due to effects of the COVID-19 pandemic but is expected to resume shortly. The Company assesses its real estate loan investment portfolio for impacts from COVID-19 at the outset of the project, as well as both quantitatively and qualitatively at the achievement of construction and leasing milestones during the projects' lives. The Company can make no assurances that economic or industry conditions or other circumstances will not lead to increases in allowances for credit losses. Management monitors the credit quality of the obligors under each of the Company's real estate loans by tracking the timeliness of scheduled interest and principal payments relative to the due dates as specified in the loan documents, as well as draw requests on the loans relative to the project budgets. In addition, management monitors the actual progress of development and construction relative to the construction plan, as well as local, regional and national economic conditions that may bear on our current and target markets. The Company's Starkville loan has been in default since August 20, 2019 under the terms of the underlying mezzanine loan agreement. During the fourth quarter of 2019, the Company recorded a specific loan loss reserve related to this loan totaling $1.4 million , reducing its net investment in the Starkville loan from $7.3 million , including accrued interest of $1.2 million , to a carrying amount of $5.9 million . Additionally, in the first quarter of 2020, the Company also recorded a total of $2.1 million in reserves pertaining to this loan under ASU 2016-03, reducing its carrying amount to $3.8 million as of March 31, 2020. At March 31, 2020 , the Company's portfolio of notes and lines of credit receivable consisted of: Borrower Date of loan Maturity date Total loan commitments Outstanding balance as of: Interest rate March 31, 2020 December 31, 2019 (In thousands) Preferred Capital Marketing Services, LLC (1,7) N/A N/A $ — $ — $ 650 N/A Preferred Apartment Advisors, LLC (1,2,8) N/A N/A — — 15,178 N/A Haven Campus Communities, LLC (1,3) 6/11/2014 12/31/2018 11,660 9,011 9,011 8 % Oxford Capital Partners, LLC (4,5) 10/5/2015 6/30/2020 8,000 5,577 5,438 10 % Mulberry Development Group, LLC (5) 3/31/2016 6/30/2020 750 525 525 12 % 360 Capital Company, LLC (5,6) 5/24/2016 12/31/2020 3,400 1,218 3,394 12 % 360 Capital Company, LLC (9) N/A N/A — — 7,754 N/A Unamortized loan fees — (33 ) $ 23,810 $ 16,331 $ 41,917 (1) See related party disclosure in Note 6. (2) The amounts payable under this revolving credit line were collateralized by an assignment of the Former Manager's rights to fees due under the Sixth Amended and Restated Management Agreement between the Company and the Former Manager, or the Management Agreement. (3) The amount payable under the note is collateralized by one of the principals of the borrower's 49.49% interest in an unrelated shopping center located in Atlanta, Georgia and a personal guaranty of repayment by the principals of the borrower. (4) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $2.0 million, are collateralized by a personal guaranty of repayment by the principals of the borrower. (5) The amounts payable under the terms of these revolving credit lines are collateralized by a personal guaranty of repayment by the principals of the borrower. (6) The amount payable under the note is collateralized by the developer's interest in the Fort Myers multifamily community project and a personal guaranty of repayment by the principals of the borrower. (7) The line of credit extended to Preferred Capital Marketing Services, with a total commitment of $1.5 million, was eliminated as part of the Internalization transaction discussed in note 6. (8) The line of credit extended to PAA, with a total commitment of $24 million, was eliminated as part of the Internalization transaction discussed in note 6. (9) The line of credit extended to 360 Capital Company, with a total commitment of $8 million, was paid off during the first quarter. On November 20, 2018, the borrower on the Haven Campus Communities, LLC line of credit defaulted on the loan, triggering the accrual of an additional 10% default interest rate, which is incremental to the original 8% current interest rate. The amount of default interest recorded from the default date through March 31, 2020 was approximately $1.3 million. Under the terms of the loan, amounts collected are applied first to any legal costs incurred by the Company to collect amounts due on the loan; second, to pay any accrued default and current interest on the loan; and third, to repay the principal amount owed. Based on the negotiated agreement between the Company and the borrowers, on March 27, 2019, the Company received the membership interests of the Haven49 student housing project in exchange for the complete settlement of the related Haven49 loans, which include the Haven Campus Communities Charlotte Member, LLC line of credit, the Haven49 mezzanine loan and the Haven49 member loan. Additionally, under the same agreement, the Company received payouts and credits totaling approximately $3.75 million towards the Haven Campus Communities, LLC line of credit. These amounts were applied in accordance with the terms of the line of credit. The Company retains a pledge of a 49.49% interest in an unrelated shopping center located in Atlanta, Georgia as collateral on the Haven Campus Communities, LLC line of credit, as well as personal guaranties of repayment from the principals of the borrower. In January 2019 the Company filed a lawsuit to collect the amounts owed under the line of credit it provided to Haven Campus Communities, LLC. In September 2019, Haven Campus Communities, LLC answered the lawsuit and filed counterclaims against the Company and its affiliates. At this time, the case is in the early stages of discovery, so the Company is unable to make any estimates on timing or amounts that may be collected by the Company on its Haven Campus Communities, LLC line of credit. The Company recorded interest income and other revenue from these instruments as follows: Interest income Three month periods ended March 31, (In thousands) 2020 2019 Real estate loans: Current interest $ 7,357 $ 7,469 Additional accrued interest 3,295 3,385 Loan origination fee amortization 277 315 Purchase option termination fee amortization 4,040 4,233 Default interest 62 — Total real estate loan revenue 15,031 15,402 Notes and lines of credit 912 1,490 Bank and money market accounts 33 — Agency mortgage-backed securities — 198 Interest income on loans and notes receivable $ 15,976 $ 17,090 The Company extends loans for purposes such as to partially finance the development of multifamily residential communities, to acquire land in anticipation of developing and constructing multifamily residential communities, and for other real estate or real estate related projects. Certain of these loans include characteristics such as exclusive options to purchase the project within a specific time window following project completion and stabilization, the sufficiency of the borrowers' investment at risk and the existence of payment and performance guaranties provided by the borrowers, any of which can cause the loans to create variable interests to the Company and require further evaluation as to whether the variable interest creates a VIE, which would necessitate consolidation of the project. The Company considers the facts and circumstances pertinent to each entity borrowing under the loan, including the relative amount of financing the Company is contributing to the overall project cost, decision making rights or control held by the Company, guarantees provided by third parties, and rights to expected residual gains or obligations to absorb expected residual losses that could be significant from the project. If the Company is deemed to be the primary beneficiary of a VIE, consolidation treatment would be required. The Company has no decision making authority or power to direct activity, except normal lender rights, which are subordinate to the rights of the senior lenders on the projects. The Company has concluded that it is not the primary beneficiary of the borrowing entities and therefore it has not consolidated these entities in its consolidated financial statements. The Company's maximum exposure to loss from these loans is their drawn amount as of March 31, 2020 of approximately $310.3 million . The maximum aggregate amount of loans to be funded as of March 31, 2020 was approximately $373.2 million , which includes approximately $62.9 million of loan committed amounts not yet funded. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by ASC 310. The Company evaluates the expected residual profit it expects to collect under the terms of the loan versus the expected residual profit expected to be collected by the developer (in conjunction with any equity investors, if applicable), along with the "loan versus investment" characteristics as set forth by ASC 310-25. For each loan, the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate in cases where (i) the majority of the expected residual profit is expected to be due the developer and (ii) the majority of "loan versus investment" tests indicate that the instrument is a loan. The Company is subject to a geographic concentration of risk that could be considered significant with regard to the Newbergh, Newbergh Capital, Solis Kennesaw II, 8West and Kennesaw Crossing real estate loan investments, all of which are partially supporting various real estate projects in or near Atlanta, Georgia. The drawn amount, in addition to outstanding accrued interest, for these loans as of March 31, 2020 totaled approximately $49.8 million (with a total commitment amount of approximately $65.5 million ). The Company is also subject to a geographic concentration of risk that could be considered significant with regard to the Sanibel Straits, Sanibel Straits Capital, E-Town, Vintage Destin, Hidden River, Hidden River Capital and Vintage Horizon West real estate loan investments, all of which are partially supporting various real estate projects in Florida. The drawn amount, in addition to outstanding accrued interest, for these loans as of March 31, 2020 totaled approximately $57.2 million (with a total commitment amount of approximately $61.2 million). The event of a total failure to perform by the borrowers and guarantors would subject the Company to a total possible loss of the drawn amount and all outstanding accrued interest. Freddie Mac K Program investments On May 23, 2018, the Company purchased a subordinate tranche of Series 2018-ML04, a pool of 20 multifamily mortgages with a total pool size of approximately $276.3 million , from Freddie Mac. The purchase price of the subordinate tranche was approximately $4.7 million . On December 10, 2019, the Company sold its investment in Series 2018-ML04 for $6.2 million . On March 28, 2019, the Company purchased a subordinate tranche of Series 2019-ML05, a pool of 21 multifamily mortgages with a total pool size of approximately $295.7 million , from Freddie Mac. The Company's tranche of the 2019-ML05 pool paid monthly interest of approximately $103,000 . The purchase price of the subordinate tranche was approximately $18.4 million . On December 17, 2019, the Company sold its investment in Series 2019-ML05 for $20.4 million . |
Redeemable Preferred Stock
Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Redeemable Stock, Preferred [Abstract] | |
Preferred Stock [Text Block] | Redeemable Preferred Stock and Equity Offerings On February 14, 2020, the Company's offering of a maximum of 1,500,000 Units, with each Unit consisting of one share of Series A Redeemable Preferred Stock, par value $0.01 per share, and one Warrant to purchase up to 20 shares of Common Stock (the "$1.5 Billion Unit Offering") expired. See note 6 for discussion regarding a termination fee agreement with and payment to Preferred Capital Securities, LLC, or PCS, an affiliate of the Company, in conjunction with the Company's winding down of the $1.5 Billion Unit Offering. At March 31, 2020 , the Company's active equity offerings consisted of: • an offering of up to 1,000,000 Shares of Series A1 Redeemable Preferred Stock ("Series A1 Preferred Stock"), Series M1 Redeemable Preferred Stock ("Series M1 Preferred Stock"), or a combination of both (collectively the "Series A1/M1 Offering"); and • an offering of up to $400 million of equity or debt securities (the "2019 Shelf Offering"), including an offering of up to $125 million of Common Stock from time to time in an "at the market" offering (the "2019 ATM Offering"). Certain offering costs are not related to specific closing transactions and are recognized as a reduction of stockholders' equity in the proportion of the number of instruments issued to the maximum number of shares of Preferred Stock anticipated to be issued. Any offering costs not yet reclassified as reductions of stockholders' equity are are reflected in the asset section of the consolidated balance sheets as deferred offering costs. Cumulative gross proceeds and offering costs for our active equity offerings consisted of: (In thousands) Deferred Offering Costs Offering Total offering Gross proceeds as of March 31, 2020 Reclassified as reductions of stockholders' equity Recorded as deferred assets Total Specifically identifiable offering costs (1) Total offering costs $1.5 Billion Unit Offering (2) 1,500,000 1,236,414 15,099 — 15,099 115,645 130,744 Series A1/M1 Offering 1,000,000 38,805 74 1,839 1,913 3,854 5,767 2019 Shelf Offering 400,000 — — 858 858 — 858 Total $ 2,900,000 $ 1,275,219 $ 15,173 $ 2,697 $ 17,870 $ 119,499 $ 137,369 (1) These offering costs specifically identifiable to offering closing transactions, such as commissions, dealer manager fees, and other registration fees, are reflected as a reduction of stockholders' equity at the time of closing. (2) The $1.5 Billion Unit Offering expired on February 14, 2020. Series A1/M1 Preferred Stock Offering On September 27, 2019, the Company’s registration statement on Form S-3 (Registration No. 333-233576) (the “Series A1/M1 Registration Statement”) was declared effective by the SEC. Shares of Series A1 Preferred Stock and Series M1 Preferred Stock issued under the Series A1/M1 Registration Statement are each offered at a price of $1,000 per share, subject to adjustment under certain conditions. Each share of Series A1 Preferred Stock ranks senior to Common Stock with respect to dividend rights and carries a cumulative annual 6% dividend of the stated per share value of $1,000 , payable monthly as declared by the Company’s board of directors. Dividends begin accruing on the date of issuance. The redemption schedule of the Series A1 Preferred Stock allows redemptions at the option of the holder from the date of issuance through the first year subject to a 13% redemption fee. After year one, the redemption fee decreases to 10% , after year two the redemption fee decreases to 5% and after year three there is no redemption fee. Any redeemed shares of Series A1 Preferred Stock are entitled to any accrued but unpaid dividends at the time of the redemption and any redemptions may be in cash or Common Stock, at the Company’s discretion. Each share of Series M1 Preferred Stock ranks senior to Common Stock with respect to dividend rights and carries a cumulative annual dividend beginning at 6.1% of the stated per share value of $1,000 , payable monthly as declared by the Company’s board of directors. The annual dividend rate increases by 0.1% on each anniversary of the issuance date up to a maximum annual dividend rate of 7.1% . Dividends begin accruing on the date of issuance. The redemption schedule of the Series M1 Preferred Stock allows redemptions at the option of the holder from the date of issuance of the Series M1 Preferred Stock through the first year at the stated value per share minus dividends paid for the three most previous dividend declaration dates. After year one, the shares of Series M1 Preferred Stock may be redeemed at 100% of the stated value per share. Any redeemed shares of Series M1 Preferred Stock are entitled to any accrued but unpaid dividends at the time of redemption and any redemptions may be in cash or Common Stock, at the Company’s discretion. Both the Series A1 Preferred Stock and the Series M1 Preferred Stock are callable by the Company after the second anniversary of the date of original issuance at 100% of the stated value per share. Aggregate offering expenses of the Series A1/M1 Preferred Stock Offering, including selling commissions and dealer manager fees for the Series A1 Preferred Stock and only dealer manager fees for the Series M1 Preferred Stock, are capped at 12.0% of aggregate gross proceeds of the offering. The Company could have reimbursed its Former Manager up to 2.0% of the gross proceeds of such offerings for all organization and offering expenses that were incurred by the Former Manager through the date of the Internalization. However, upon approval by the conflicts committee of the board of directors, the Company could have reimbursed its Former Manager for any such organization and offering expenses incurred above the 2.0% amount as permitted by the Financial Industry Regulatory Authority, or FINRA. Dealer manager fees and sales commissions for the Series A1/M1 Preferred Stock Offering are not reimbursable. The shares are being offered by PCS on a "reasonable best efforts" basis. The Company intends to invest substantially all the net proceeds of the Series A1/M1 Registration Statement in connection with the acquisition of multifamily communities, other real estate-related investments and general working capital purposes. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions On January 31, 2020, the Company internalized the functions performed by the Former Manager and New Market Advisors, LLC ("Sub-Manager") by acquiring the entities that owned the Former Manager and the Sub-Manager for an aggregate purchase price of $154 million, plus up to $25 million of additional consideration to be paid within 36 months, due upon the earlier of (i) if, for the immediately preceding fiscal year beginning on January 1, funds from operations ("FFO") of the Company per weighted average basic share of the Company’s common stock and Class A Unit (as defined in the limited partnership agreement of PAC OP) outstanding for such fiscal year is determined to be greater than or equal to $1.55 or (ii) on the thirty-six (36) month anniversary of the closing of the Internalization. Pursuant to the Stock Purchase Agreement, the sellers sold all of the outstanding shares of capital stock of NELL Partners, Inc. ("NELL") and NMA Holdings, Inc. ("NMA") to PAC Carveout, LLC ("PAC Sub") in exchange for an aggregate of approximately $111.1 million in cash paid at the closing which reflects the satisfaction of certain indebtedness of NELL, the estimated net working capital adjustment, and a hold back of $15 million for certain specified matters (the "Specified Matters Holdback Amount"). The Specified Matters Holdback Amount is payable to the NELL sellers less certain losses following final resolution of any such specified matters. Daniel M. DuPree and Leonard A. Silverstein were executive directors of NELL Partners, Inc., which controlled the Former Manager through the date of the Internalization. Daniel M. DuPree was the Chief Executive Officer and Leonard A. Silverstein was the President and Chief Operating Officer of the Former Manager. Trusts established, or entities owned, by the family of John A. Williams, Daniel M. DuPree, the family of Leonard A. Silverstein, the Company’s former Vice Chairman of the Board, and former President and Chief Operating Officer, were the owners of NELL. Trusts established, or entities owned, by Joel T. Murphy, the Company’s Chief Executive Officer and a member of the Board, the family of Mr. Williams, Mr. DuPree and the family of Mr. Silverstein were the owners of NMA. The Company's Haven 12 real estate loan investment and Haven Campus Communities LLC line of credit are both supported in part by a guaranty of repayment and performance by John A. Williams, Jr., the son of the late John A. Williams, the Company's former Chief Executive Officer and Chairman of the Board. Because the terms of these loans were negotiated and agreed upon while John A. Williams was the Chief Executive Officer of the Company, these instruments will continue to be reported as related party transactions until the loans are repaid. The Company's Wiregrass and Wiregrass Capital real estate loan investments partially financed the development of a multifamily community in Tampa, Florida by the Altman Companies. Timothy A. Peterson is a member of management of the Altman Companies as well as Chairman of the Audit Committee of the Company's Board of Directors. The Wiregrass loans and the acquisition of the underlying property on March 31, 2020 as described in note 3, therefore qualify as related party transactions. The Management Agreement entitled the Former Manager to receive compensation for various services it performed related to acquiring assets and managing properties on the Company's behalf: (In thousands) Three-month periods ended March 31, Type of Compensation Basis of Compensation 2020 2019 Acquisition fees 1.0% of the gross purchase price of real estate assets $ 235 $ 1,400 Loan origination fees 1.0% of the maximum commitment of any real estate loan, note or line of credit receivable — 401 Loan coordination fees 0.6% of any assumed, new or supplemental debt incurred in connection with an acquired property 47 344 Asset management fees Monthly fee equal to one-twelfth of 0.50% of the total book value of assets, as adjusted 1,349 3,725 Property management fees Monthly fee up to 4% of the monthly gross revenues of the properties managed 890 2,457 General and administrative expense fees Monthly fee equal to 2% of the monthly gross revenues of the Company 616 1,486 Construction management fees Quarterly fee for property renovation and takeover projects 14 57 Disposition fees 1% of the sale price of a real estate asset — — Contingent asset management fees / general and administrative fees Recognized upon disposition of the property when exceeding the 7% IRR hurdle — — $ 3,151 $ 9,870 The Former Manager waived some of the asset management, property management, or general and administrative fees for properties owned by the Company. A cumulative total of approximately $25.6 million of combined asset management and general and administrative fees related to acquired properties had been waived by the Former Manager; at the date of Internalization, all of the remaining contingent fees of $24.1 million were eliminated in conjunction with the Company's Internalization transaction. In addition to property management fees, the Company incurred the following reimbursable on-site personnel salary and related benefits expenses at the properties, which are listed on the Consolidated Statements of Operations: (In thousands) Three-month periods ended March 31, 2020 2019 $ 1,430 $ 4,079 The Former Manager utilized its own and its affiliates' personnel to accomplish certain tasks related to raising capital that would typically be performed by third parties, including, but not limited to, legal and marketing functions. As permitted under the Management Agreement, the Former Manager was reimbursed $40,451 and $128,801 for the three-month periods ended March 31, 2020 and 2019, respectively and Preferred Capital Securities, LLC, or PCS, was reimbursed $0 and $337,344 for the three-month periods ended March 31, 2020 and 2019, respectively. These costs are recorded as deferred offering costs until such time as additional closings occur on the Series A1/M1 Preferred Stock Offering or the 2019 Shelf Offering, at which time they are reclassified on a pro-rata basis as a reduction of offering proceeds within stockholders’ equity. In conjunction with the winding down of the $1.5 Billion Unit Offering, the Company has engaged PCS to perform certain termination-related services. These services began in October 2019 and will continue through April 2020. For the three-month period ended March 31, 2020 , the Company paid an additional $2.3 million for these services, which were recorded as deferred offering costs. Prior to the Internalization, the Company held a promissory note in the amount of approximately $650,000 due from Preferred Capital Marketing Services, LLC, or PCMS, which is a wholly-owned subsidiary of NELL Partners and a revolving line of credit with a maximum borrowing amount of $24.0 million to its Manager. Both of these instruments were extinguished in connection with the Internalization transaction. Of the Company’s $20.2 million accrued interest receivable on real estate loans balance on the Consolidated Balance Sheet, approximately$1.2 million relates to the Haven 12 real estate loan investment, which is to a related party. Interest receivable of approximately $1.2 million on its Haven Campus Communities, LLC line of credit is included in the tenant receivables and other assets line. |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2020 | |
Dividends [Abstract] | |
dividends and distributions [Text Block] | Dividends and Distributions The Company declares and pays monthly cash dividend distributions in the amount of $5.00 per share per month on its Series A Preferred Stock and its Series A1 Preferred Stock. For the Company's mShares Preferred Stock, dividends are paid on an escalating scale of $4.79 per month in the first year following share issuance, increasing each year to $6.25 per month in year eight and beyond. Similarly, for the Company's Series M1 Preferred Stock, dividends are paid on an escalating scale of $5.08 per month in the first year following share issuance, increasing each year to $5.92 per month in year ten and beyond. All preferred stock dividends are prorated for partial months at issuance as necessary. Given the nature of the escalating dividends associated with the Company’s mShares Preferred Stock and Series M1 Preferred Stock, the Company accrues dividends at the effective dividend rate in accordance with GAAP. This results in the Company recording larger dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the first four years after issuance with respect to the mShares and the first five years after issuance with respect to the Series M1 Preferred Stock. Similarly, this will result in the Company recording smaller dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the fifth through the eighth year after issuance with respect to the mShares and the sixth through the tenth year after issuance with respect to the Series M1 Preferred Stock. Following the escalation period (year eight for the mShares Preferred Stock and year ten for the Series M1 Preferred Stock), the dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations will equal the dividend paid. The Company declared aggregate quarterly cash dividends on its Common Stock of $0.2625 and $0.26 per share for the three-month periods ended March 31, 2020 and 2019, respectively. The holders of Class A OP Units of the Operating Partnership are entitled to equivalent distributions as the dividends declared on the Common Stock. At March 31, 2020 , the Company had 774,687 Class A OP Units outstanding, which are exchangeable on a one-for-one basis for shares of Common Stock or the equivalent amount of cash. The Company's dividend and distribution activity consisted of: Dividends and distributions declared For the three-month periods ended March 31, 2020 2019 (In thousands) Series A Preferred Stock $ 31,100 $ 24,733 mShares 1,746 806 Series A1 Preferred Stock 212 — Series M1 Preferred Stock 10 — Common Stock 12,491 11,195 Class A OP Units 203 229 Total $ 45,762 $ 36,963 |
Equity Compensation
Equity Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Equity Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Equity Compensation Stock Incentive Plan On May 2, 2019, the Company’s board of directors adopted, and the Company’s stockholders approved, the Preferred Apartment Communities, Inc. 2019 Stock Incentive Plan, or the 2019 Plan, to incentivize, compensate and retain eligible officers, consultants, and non-employee directors. The 2019 Plan increased the aggregate number of shares of Common Stock authorized for issuance under the 2011 Plan from 2,617,500 to 3,617,500 . The 2019 Plan does not have a stated expiration date. Equity compensation expense by award type for the Company was: Three-month periods ended March 31, Unamortized expense as of March 31, (In thousands) 2020 2019 2020 Class B Unit awards: 2016 $ — $ 2 $ — 2017 3 78 — 2018 71 72 216 Restricted stock grants: 2017 — — — 2018 — 90 — 2019 105 — 35 Restricted stock units: 2017 — 18 — 2018 14 19 63 2019 19 32 145 2020 18 — 202 Total $ 230 $ 311 $ 661 Restricted Stock Grants The following annual grants of restricted stock were made to members of the Company's independent directors, as payment of the annual retainer fees. The restricted stock grants vested (or are scheduled to vest) on a pro-rata basis over the four consecutive 90-day periods following the date of grant. Service year Shares Fair value per share Total compensation cost (in thousands) 2017 24,408 $ 14.75 $ 360 2018 24,810 $ 14.51 $ 360 2019 26,446 $ 15.88 $ 420 Class B OP Units As of March 31, 2020 , cumulative activity of grants of Class B Units of the Operating Partnership, or Class B OP units, was: Grant date 1/2/2018 1/3/2017 Units granted 256,087 286,392 Units forfeited: John A. Williams (1) (38,284 ) — Voluntary forfeiture by senior executives (2) (128,258 ) — Other (22,722 ) (5,334 ) Total forfeitures (189,264 ) (5,334 ) Units earned and converted into Class A Units — (281,058 ) Class B Units outstanding at March 31, 2020 66,823 — Units unearned but vested 49,688 — Units unearned and not yet vested 17,135 — Class B Units outstanding at March 31, 2020 66,823 — (1) Pro rata modification of award on April 16, 2018, the date of Mr. Williams' passing. (2) Additional Class B OP units granted to senior executives other than Mr. Williams were voluntarily forfeited at the end of 2018. There were no grants of Class B OP Units for 2019 or 2020. The underlying valuation assumptions and results for the 2018 Class B OP Unit awards were: Grant dates 1/2/2018 Stock price $ 20.19 Dividend yield 4.95 % Expected volatility 25.70 % Risk-free interest rate 2.71 % Number of Units granted: One year vesting period 171,988 Three year vesting period 84,099 256,087 Calculated fair value per Unit $ 16.66 Total fair value of Units $ 4,266,409 Target market threshold increase $ 5,660,580 The expected dividend yield assumptions were derived from the Company’s closing prices of the Common Stock on the grant dates and the projected future quarterly dividend payments per share of $0.25 for the 2018 awards. For the 2018 awards, the Company's own stock price history was utilized as the basis for deriving the expected volatility assumption. The risk-free rate assumptions were obtained from the Federal Reserve yield table and were calculated as the interpolated rate between the 20 and 30 year yield percentages on U. S. Treasury securities on the grant date. Since the Class B OP Units have no expiration date, a derived service period of one year was utilized, which equals the period of time from the grant date to the initial valuation date. Restricted Stock Units The Company, made grants of restricted stock units, or RSUs, to its employees under the 2019 Plan, and prior to Internalization, made grants of RSUs to certain employees of affiliates of the Company under the 2011 Plan, as shown in the following table: Grant date 1/2/2020 1/2/2019 1/2/2018 Service period 2020-2022 2019-2021 2018-2020 RSU activity: Granted 21,400 27,760 20,720 Forfeited (600 ) (4,360 ) (5,720 ) Units earned and converted into common stock — — — RSUs outstanding at March 31, 2020 20,800 23,400 15,000 RSUs unearned but vested — 7,823 10,028 RSUs unearned and not yet vested 20,800 15,577 4,972 RSUs outstanding at March 31, 2020 20,800 23,400 15,000 Fair value per RSU $ 10.58 $ 10.77 $ 16.66 Total fair value of RSU grant $ 226,412 $ 298,975 $ 345,195 The RSUs vest in three equal consecutive one-year tranches from the date of grant. For each grant, on the Initial Valuation Date, the market capitalization of the number of shares of Common Stock at the date of grant is compared to the market capitalization of the same number of shares of Common Stock at the Initial Valuation Date. If the market capitalization measure results in an increase which exceeds the target market threshold, the Vested RSUs become earned RSUs and are settled in shares of Common Stock on a one-to-one basis. Vested RSUs may become Earned RSUs on a pro-rata basis should the result of the market capitalization test be an increase of less than the target market threshold. Any Vested RSUs that do not become Earned RSUs on the Initial Valuation Date are subsequently remeasured on a quarterly basis until such time as all Vested RSUs become Earned RSUs or are forfeited due to termination of continuous service due to an event other than as a result of a qualified event, which is generally the death or disability of the holder. Continuous service through the final valuation date is required for the Vested RSUs to qualify to become fully Earned RSUs. Because RSUs are valued using the identical market condition vesting requirement that determines the transition of the Vested Class B Units to Earned Class B Units, the same valuation assumptions per RSU were utilized to calculate the total fair values of the RSUs. The total fair value amounts pertaining to grants of RSUs, net of forfeitures, are amortized as compensation expense over the three one-year periods ending on the three successive anniversaries of the grant dates. |
Indebtedness
Indebtedness | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Indebtedness Mortgage Notes Payable Mortgage financing of property acquisitions During the three-month period ended March 31, 2020, the Company obtained mortgage financing on the following properties as shown in the following table: Property Date Initial principal amount (in thousands) Fixed/Variable rate Interest rate Maturity date 251 Armour Yards 1/22/2020 $ 3,522 Fixed 4.50 % 1/22/2025 Wakefield Crossing 1/29/2020 7,891 Fixed 3.66 % 2/1/2032 Morrocroft Centre 3/19/2020 70,000 Fixed 3.40 % 4/10/2033 $ 81,413 Repayments and refinancings The following table summarizes our mortgage debt refinancing and repayment activity for the three-month periods ended March 31, 2020 and 2019: Date Property Previous balance (millions) Previous interest rate / spread over 1 month LIBOR Loan refinancing costs expensed New balance (millions) New interest rate Total deferred loan costs subsequent to refinancing 1/3/2020 Ursa $ 31.4 L + 300 $ — $ — n/a $ — 2/28/2019 Lenox Village Town Center $ 29.2 3.82 % $ 17,000 $ 39.3 4.34 % $ 1,153,000 The following table summarizes our mortgage notes payable at March 31, 2020 : (In thousands) Fixed rate mortgage debt: Principal balances due Weighted-average interest rate Weighted average remaining life (years) Residential Properties $ 1,288,213 3.92 % 8.4 New Market Properties 578,380 4.00 % 8.1 Preferred Office Properties 637,617 4.13 % 13.2 Total fixed rate mortgage debt 2,504,210 3.99 % 9.5 Variable rate mortgage debt: Residential Properties 97,630 4.47 % 2.5 New Market Properties 47,150 3.82 % 3.6 Preferred Office Properties — — % — Total variable rate mortgage debt 144,780 4.26 % 2.8 Total mortgage debt: Residential Properties 1,385,843 3.96 % 8.0 New Market Properties 625,530 3.99 % 7.7 Preferred Office Properties 637,617 4.13 % 13.2 Total principal amount 2,648,990 4.01 % 9.2 Deferred loan costs (38,182 ) Mark to market loan adjustment (4,557 ) Mortgage notes payable, net $ 2,606,251 The Company has placed interest rate caps on the variable rate mortgages on its Avenues at Creekside multifamily community and its Tradition and Bloc student housing properties. Under guidance provided by ASC 815-10, these interest rate caps are derivatives that are embedded in the debt hosts. Because the interest rate caps are deemed to be clearly and closely related to the debt hosts, bifurcation and fair value accounting treatment is not required. The mortgage note secured by our Independence Square property is a seven year term with an anticipated repayment date of September 1, 2022. If the Company elects not to pay its principal balance at the anticipated repayment date, the term will be extended for an additional five years, maturing on September 1, 2027. The interest rate from September 1, 2022 to September 1, 2027 will be the greater of (i) the Initial Interest Rate of 3.93% plus 200 basis points or (ii) the yield on the seven year U.S. treasury security rate plus approximately 400 basis points. As of March 31, 2020 , the weighted-average remaining life of deferred loan costs related to the Company's mortgage indebtedness was approximately 9.5 years. Our mortgage notes have maturity dates between April 1, 2021 and June 1, 2054. Credit Facility The Company has a credit facility, or Credit Facility, with KeyBank National Association, or KeyBank, which includes a revolving line of credit, or Revolving Line of Credit, which is used to fund investments, capital expenditures, dividends (with consent of KeyBank), working capital and other general corporate purposes on an as needed basis. On March 23, 2018, the maximum borrowing capacity on the Revolving Line of Credit was increased to $200 million pursuant to an accordion feature. The accordion feature permits the maximum borrowing capacity to be expanded or contracted without amending any further terms of the instrument. On December 12, 2018, the Fourth Amended and Restated Credit Agreement, or the Amended and Restated Credit Agreement, was amended to extend the maturity to December 12, 2021, with an option to extend the maturity date to December 12, 2022, subject to certain conditions described therein. The Revolving Line of Credit accrues interest at a variable rate of one month LIBOR plus an applicable margin of 2.75% to 3.50% per annum, depending upon the Company’s leverage ratio. The weighted average interest rate for the Revolving Line of Credit was 4.57% for the year ended March 31, 2020 . The Amended and Restated Credit Agreement also reduced the commitment fee on the average daily unused portion of the Revolving Line of Credit to 0.25% or 0.30% per annum, depending upon the Company’s outstanding Credit Facility balance. On December 20, 2019, the Company entered into a $70.0 million interim term loan with KeyBank, or the 2019 Term Loan, to partially finance the acquisition of Morrocroft Centre, an office building located in Charlotte, North Carolina. The 2019 Term Loan accrues interest at a rate of LIBOR plus 1.7% per annum. The Term Loan balance was repaid in conjunction with the closing of permanent mortgage financing for Morrocroft Centre on March 19, 2020. The Fourth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including negative covenants that limit or restrict secured and unsecured indebtedness, mergers and fundamental changes, investments and acquisitions, liens and encumbrances, dividends, transactions with affiliates, burdensome agreements, changes in fiscal year and other matters customarily restricted in such agreements. The amount of dividends that may be paid out by the Company is restricted to a maximum of 95% of AFFO for the trailing four quarters without the lender's consent; solely for purposes of this covenant, AFFO is calculated as earnings before interest, taxes, depreciation and amortization expense, plus reserves for capital expenditures, less normally recurring capital expenditures, less consolidated interest expense. As of March 31, 2020 , the Company was in compliance with all covenants related to the Revolving Line of Credit, as shown in the following table: Covenant (1) Requirement Result Net worth Minimum $2.0 billion (2) $2.0 billion (4) Debt yield Minimum 8.25% 10.1% Payout ratio Maximum 95% (3) 90.6% Total leverage ratio Maximum 65% 60.5% Debt service coverage ratio Minimum 1.50x 2.10x (1) All covenants are as defined in the credit agreement for the Revolving Line of Credit. (2) Minimum of $686.9 million plus 75% of the net proceeds of any equity offering, which totaled approximately $1.3 billion as of March 31, 2020 . (3) Calculated on a trailing four-quarter basis. For the year ended March 31, 2020 , the maximum dividends and distributions allowed under this covenant was approximately $173.7 million . (4) Adjusted to exclude the effect of costs incurred with internalization. Loan fees and closing costs for the establishment and subsequent amendments of the Credit Facility are amortized utilizing the straight line method over the life of the Credit Facility. At March 31, 2020 , unamortized loan fees and closing costs for the Credit Facility were approximately $1.0 million , which will be amortized over a remaining loan life of approximately 1.8 years . Loan fees and closing costs for the mortgage debt on the Company's properties are amortized utilizing the effective interest rate method over the lives of the loans. Acquisition Facility On February 28, 2017, the Company entered into a credit agreement, or Acquisition Credit Agreement, with Freddie Mac through KeyBank to obtain an acquisition revolving credit facility, or Acquisition Facility, with a maximum borrowing capacity of $200 million . The purpose of the Acquisition Facility is to finance acquisitions. The maximum borrowing capacity on the Acquisition Facility may be increased at the Company's request up to $300 million at any time prior to March 1, 2021. On March 25, 2019, the maximum borrowing capacity was decreased to $90 million by agreement between the Company and KeyBank.The Acquisition Facility accrues interest at a variable rate of one month LIBOR plus a margin of between 1.75% per annum and 2.20% per annum, depending on the type of assets acquired and the resulting property debt service coverage ratio. The Acquisition Facility has a maturity date of March 1, 2022 and has two one-year extension options, subject to certain conditions described therein. At March 31, 2020 , unamortized loan fees and closing costs for the establishment of the Acquisition Facility were approximately $0.2 million , which will be amortized over a remaining loan life of approximately 1.9 years. Interest Expense Interest expense, including amortization of deferred loan costs was: Three-month periods ended March 31, (In thousands) 2020 2019 Residential Properties $ 14,866 $ 14,800 New Market Properties 6,750 5,586 Preferred Office Properties 6,858 5,351 Interest paid to real estate loan participants — 110 Total 28,474 25,847 Credit Facility and Acquisition Facility 1,119 909 Interest Expense $ 29,593 $ 26,756 Future Principal Payments The Company’s estimated future principal payments due on its debt instruments as of March 31, 2020 were: Period Future principal payments (in thousands) 2020 $ 225,796 2021 182,951 2022 223,020 2023 164,716 2024 358,898 Thereafter 1,685,109 Total $ 2,840,490 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes The Company elected to be taxed as a REIT effective with its tax year ended December 31, 2011, and therefore, the Company will not be subject to federal and state income taxes, so long as it distributes 100% of the Company's annual REIT taxable income (which does not equal net income as calculated in accordance with GAAP and determined without regard for the deduction for dividends paid and excluding net capital gains) to its stockholders. For the Company's tax years prior to its REIT election year, its operations resulted in a tax loss. As of December 31, 2010, the Company had deferred federal and state tax assets totaling approximately $298,100 , none of which were based upon tax positions deemed to be uncertain. These deferred tax assets will most likely not be used since the Company elected REIT status; therefore, management has determined that a 100% valuation allowance is appropriate as of March 31, 2020 and December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies On January 31, 2020, the Company assumed its Former Manager's eleven-year office lease, which began on October 9, 2014. As of March 31, 2020, the amount of rent due from the Company was $16.7 million over the remaining term of the lease. A total of approximately $24.1 million of asset management and general and administrative fees related to acquired properties as of March 31, 2020 that have been waived by the Former Manager were eliminated in conjunction with the Company's Internalization transaction. At March 31, 2020 , the Company had unfunded commitments on its real estate loan portfolio of approximately $62.9 million . At March 31, 2020 , the Company had unfunded contractual commitments for tenant, leasing, and capital improvements of approximately $14.1 million . The Company is otherwise currently subject to neither any known material commitments or contingencies from its business operations, nor any material known or threatened litigation. |
Operating Leases (Notes)
Operating Leases (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Operating Leases | Operating Leases Company as Lessor For the three months ended March 31, 2020 and 2019, the Company recognized rental property revenues of $111.9 million and $94.4 million, respectively, of which $10.3 million and $9.3 million, respectively, represented variable rental revenue. Company as Lessee The Company has three ground leases related to our office and grocery-anchored shopping center assets that generally have extended terms (e.g. over twenty years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company is also, as of January 31, 2020 following the Internalization, the lessee of office space for its property support center which expires in May 2026, and of furniture and office equipment, which leases generally are three to five years in duration with minimal rent increases. The Company recorded lease expense as follows: For the three-month periods ended March 31, 2020 Weighted average remaining lease term (years) Weighted average discount rate Lease expense Cash paid (dollars in thousands) Office space $ 475 $ 475 5.7 3.0 % Ground leases 13 4 29.6 4.4 % Office equipment 101 101 2.3 3.0 % Total $ 589 $ 580 Future minimum rent expense for office space, ground leases and office equipment were: For the year ending December 31: Future Minimum Rents as of March 31, 2020 (in thousands) Office space Ground leases Office equipment Total 2020 (1) $ 2,008 $ 38 $ 271 $ 2,317 2021 2,359 51 247 2,657 2022 2,998 51 136 3,185 2023 3,067 51 48 3,166 2024 3,139 51 38 3,228 Thereafter 3,163 1,136 10 4,309 Total $ 16,734 $ 1,378 $ 750 $ 18,862 (1) Remaining nine months |
Segment information
Segment information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Information [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segment Information The Company's Chief Operating Decision Maker, or CODM, evaluates the performance of the Company's business operations and allocates financial and other resources by assessing the financial results and outlook for future performance across four distinct segments: residential properties, real estate related financing, New Market Properties and Preferred Office Properties. Residential Properties - consists of the Company's portfolio of residential multifamily communities and student housing properties. Multifamily Communities and Student Housing Properties were previously presented as separate reporting segments. The Company has collapsed these two segments into one Residential Properties segment. Financing - consists of the Company's portfolio of real estate loans, bridge loans, and other instruments deployed by the Company to partially finance the development, construction, and prestabilization carrying costs of new multifamily communities and other real estate and real estate related assets. Excluded from the financing segment are consolidated assets of VIEs and financial results of the Company's Dawson Marketplace grocery-anchored shopping center real estate loan, which are included in the New Market Properties segment. New Market Properties - consists of the Company's portfolio of grocery-anchored shopping centers, which are owned by New Market Properties, LLC, a subsidiary of the Company, as well as the financial results from the Company's Dawson Marketplace real estate loan, that was repaid and extinguished on February 3, 2020. Preferred Office Properties - consists of the Company's portfolio of office buildings, which are owned by Preferred Office Properties, LLC, a wholly-owned subsidiary of the Company. The CODM monitors net operating income (“NOI”) on a segment and a consolidated basis as a key performance measure for its operating segments. NOI is a non-GAAP measure that is defined as rental and other property revenue from real estate assets plus interest income from its loan portfolio less total property operating and maintenance expenses, property management fees, real estate taxes, property insurance, and general and administrative expenses. The CODM uses NOI as a measure of operating performance because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs, acquisition expenses, and other expenses generally incurred at the corporate level. The following tables present the Company's assets, revenues, and NOI results by reportable segment, as well as a reconciliation from NOI to net income (loss). The assets attributable to 'Other' primarily consist of deferred offering costs recorded but not yet reclassified as reductions of stockholders' equity and cash balances at the Company and Operating Partnership levels. (In thousands) March 31, 2020 December 31, 2019 Assets: Residential properties $ 2,121,989 $ 2,047,905 Financing 338,055 409,226 New Market Properties 1,124,091 1,125,230 Preferred Office Properties 1,155,431 1,123,212 Other 87,833 64,987 Consolidated assets $ 4,827,399 $ 4,770,560 Total capitalized expenditures (inclusive of additions to construction in progress, but exclusive of the purchase price of acquisitions) for the three months ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Capitalized expenditures: Residential properties $ 3,759 $ 2,125 New Market Properties 1,276 1,577 Total $ 5,035 $ 3,702 Second-generation capital expenditures exclude those expenditures made in our office building portfolio (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our Class A ownership standards (and which amounts were underwritten into the total investment at the time of acquisition), (iii) for property redevelopments and repositionings (iv) to newly leased space which had been vacant for more than one year and (v) for building improvements that are recoverable from future operating cost savings. Total revenues by reportable segment of the Company were: Three-month periods ended March 31, (In thousands) 2020 2019 Revenues Rental and other property revenues: Residential properties $ 57,565 $ 51,825 New Market Properties 28,002 22,059 Preferred Office Properties (1) 26,462 20,943 Total rental and other property revenues 112,029 94,827 Financing revenues 15,813 16,656 Miscellaneous revenues 3,260 23 Consolidated revenues $ 131,102 $ 111,506 (1) Included in rental revenues for our Preferred Office Properties segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia and Westridge office buildings. As of March 31, 2020, the Company has deferred revenue in an aggregate amount of $47.0 million in connection with such improvements. The remaining balance to be recognized is approximately $38.8 million which is included in the deferred revenues line on the consolidated balance sheets at March 31, 2020. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded non-cash revenue of approximately $0.9 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. The Company expects that negative impacts from the COVID-19 pandemic affecting its in-line retail tenants within its New Market Properties segment may continue throughout 2020. Three tenants to date have ceased business operations and one has exercised an termination option. The chief operating decision maker utilizes segment net operating income, or Segment NOI, in evaluating the performance of its operating segments. Segment NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period. Segment NOI for the Company's financing segment consists of interest revenues from the Company's real estate loan investments and notes and lines of credit receivable, as well as revenues from terminated property purchase options. Management believes that Segment NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance. Segment NOI for each reportable segment for the thee-month periods ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Segment net operating income (Segment NOI) Residential Properties $ 35,751 $ 29,333 Financing 15,813 16,679 New Market Properties 19,846 15,805 Preferred Office Properties 19,668 14,804 Miscellaneous revenues 509 — Consolidated segment net operating income 91,587 76,621 Interest expense: Residential Properties 14,866 14,800 New Market Properties 6,750 5,586 Preferred Office Properties 6,858 5,351 Financing 1,119 1,019 Depreciation and amortization: Residential Properties 24,414 25,865 New Market Properties 13,414 10,335 Preferred Office Properties 11,681 9,089 Management Internalization 178,793 45 Management fees, net of forfeitures 1,963 5,200 Provision for expected credit losses 5,133 — Equity compensation to directors and executives 230 311 Gain on land condemnation (479 ) — Gain on non-cash net assets of consolidated VIEs — (141 ) Loss on extinguishment of debt — 17 Gain on trading investment, net — (4 ) Corporate G&A and Other 6,368 1,428 Net income (loss) $ (179,523 ) $ (2,280 ) |
Income (Loss) Per Share
Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Loss per share [Abstract] | |
Income (Loss) Per Share | The following is a reconciliation of weighted average basic and diluted shares outstanding used in the calculation of income (loss) per share of Common Stock: Three-month periods ended March 31, (In thousands, except per-share figures) 2020 2019 Numerator: Operating (loss) income before gain on sale of trading investment $ (150,409 ) $ 24,348 Gain on sale of trading investment — 4 Operating (loss) income (150,409 ) 24,352 Interest expense 29,593 26,756 Change in fair value of net assets of consolidated VIEs from mortgage-backed pools — 141 Less: loss on extinguishment of debt — (17 ) Gains on sale of real estate loan investment and land condemnation 479 — Net (loss) income (179,523 ) (2,280 ) Consolidated net loss (income) attributable to non-controlling interests 3,141 (492 ) Net (loss) income attributable to the Company (176,382 ) (2,772 ) Dividends declared to preferred stockholders (33,068 ) (25,539 ) Earnings attributable to unvested restricted stock (2 ) (2 ) Net loss attributable to common stockholders $ (209,452 ) $ (28,313 ) Denominator: Weighted average number of shares of Common Stock - basic 47,129 42,680 Effect of dilutive securities: (D) — — Weighted average number of shares of Common Stock - basic and diluted 47,129 42,680 Net loss per share of Common Stock attributable to common stockholders, basic and diluted $ (4.44 ) $ (0.66 ) (A) The Company's outstanding Class A Units of the Operating Partnership ( 775 and 879 Units at March 31, 2020 , and 2019, respectively) contain rights to distributions in the same amount per unit as for dividends declared on the Company's Common Stock. The impact of the Class A Unit distributions on earnings per share has been calculated using the two-class method whereby earnings are allocated to the Class A Units based on dividends declared and the Class A Units' participation rights in undistributed earnings. (B) The Company’s shares of Series A Preferred Stock outstanding accrue dividends at an annual rate of 6% of the stated value of $1,000 per share, payable monthly. The Company had 2,075 and 1,720 outstanding shares of Series A Preferred Stock at March 31, 2020 and 2019, respectively and 37 outstanding shares of Series A1 Preferred Stock at March 31, 2020. The Company's shares of Series M preferred stock, or mShares, accrue dividends at an escalating rate of 5.75% in year one to 7.50% in year eight and thereafter. The Company had 98 and 56 mShares outstanding at March 31, 2020 and 2019, respectively. The Company's shares of Series M1 preferred stock accrue dividends at an escalating rate of 6.1% in year one to 7.1% in year ten and thereafter. The Company had 2 shares of Series M1 preferred stock outstanding at March 31, 2020 . (C) The Company's outstanding unvested restricted share awards ( 7 and 6 shares of Common Stock at March 31, 2020 and 2019, respectively) contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings. Given the Company's unvested restricted share awards are defined as participating securities, the dividends declared for that period are adjusted in determining the calculation of loss per share of Common Stock. (D) Potential dilution from (i) warrants outstanding from issuances of Units from our Series A Preferred Stock offerings that are potentially exercisable into 30,867 shares of Common Stock; (ii) 67 Class B Units; (iii) 7 shares of unvested restricted common stock; and (iv) 59 outstanding Restricted Stock Units are excluded from the diluted shares calculations because the effect was antidilutive. Class A Units were excluded from the denominator because earnings were allocated to non-controlling interests in the calculation of the numerator. |
Fair Values of Financial Instru
Fair Values of Financial Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair Values of Financial Instruments [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Values of Financial Instruments Fair value is defined as the price at which an asset or liability is exchanged between market participants in an orderly transaction at the reporting date. The Company’s cash equivalents, notes receivable, accounts receivable and payables and accrued expenses all approximate fair value due to their short term nature. The following tables provide estimated fair values of the Company’s financial instruments. The carrying values of the Company's real estate loans include accrued interest receivable from additional interest or exit fee provisions and are presented net of deferred loan fee revenue and credit losses reserves, where applicable. As of March 31, 2020 Carrying value Fair value measurements using fair value hierarchy (In thousands) Fair Value Level 1 Level 2 Level 3 Financial Assets: Real estate loans $ 315,693 $ 329,924 $ — $ — $ 329,924 Notes receivable and line of credit receivable 16,332 16,332 — — 16,332 $ 332,025 $ 346,256 $ — $ — $ 346,256 Financial Liabilities: Mortgage notes payable $ 2,648,990 2,610,751 $ — $ — $ 2,610,751 Revolving credit facility 191,500 191,500 — — 191,500 $ 2,840,490 $ 2,802,251 $ — $ — $ 2,802,251 As of December 31, 2019 Carrying value Fair value measurements using fair value hierarchy (In thousands) Fair Value Level 1 Level 2 Level 3 Financial Assets: Real estate loans $ 375,460 $ 382,373 $ — $ — $ 382,373 Notes receivable and line of credit receivable 41,917 41,917 — — 41,917 $ 417,377 $ 424,290 $ — $ — $ 424,290 Financial Liabilities: Mortgage notes payable $ 2,609,829 $ 2,659,242 $ — $ — $ 2,659,242 Revolving line of credit — — — — — Term note payable 70,000 70,000 — — 70,000 $ 2,679,829 $ 2,729,242 $ — $ — $ 2,729,242 The fair value of the real estate loans within the level 3 hierarchy are comprised of estimates of the fair value of the notes, which were developed utilizing a discounted cash flow model over the remaining terms of the notes until their maturity dates and utilizing discount rates believed to approximate the market risk factor for notes of similar type and duration. The fair values also contain a separately-calculated estimate of any applicable additional interest payment due the Company at the maturity date of the loan, based on the outstanding loan balances at March 31, 2020 , discounted to the reporting date utilizing a discount rate believed to be appropriate for multifamily development projects. The fair values of the fixed rate mortgages on the Company’s properties were developed using market quotes of the fixed rate yield index and spread for 4, 5, 6, 7, 10, 15, 25 and 35 year notes as of the reporting date. The present values of the cash flows were calculated using the original interest rate in place on the fixed rate mortgages and again at the current market rate. The difference between the two results was applied as a fair market adjustment to the carrying value of the mortgages. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Between April 1, 2020 and April 30, 2020, the Company issued 11,461 shares of Series A1 Redeemable Preferred Stock and collected net proceeds of $10.3 million after commissions and fees; issued 751 shares of Series M1 Redeemable Preferred Stock and collected net proceeds of approximately $0.7 million after commissions and fees. On April 23, 2020, the Company closed on a $52.0 million first mortgage on the Altis at Wiregrass multifamily community. The loan bears interest at a fixed rate of 2.90% per annum and matures on May 1, 2030. On April 30, 2020, we closed on the acquisition of a 288-unit multifamily community in Panama City, Florida. We partially financed the acquisition with a 10 year, $45.0 million first mortgage that bears interest at a fixed rate of 2.95% per annum. On May 11, 2020, our board of directors declared a quarterly dividend on our Common Stock of $0.175 per share, payable on July 15, 2020 to stockholders of record on June 15, 2020. The Company has received numerous requests for rent relief including deferment of the payment of rent or rent reductions beginning with April 2020 rent. Discussions with individual tenants that failed to satisfy their April rent obligations are underway. Though the outcome of these discussions is expected to vary from tenant to tenant, the Company has and expects to continue to offer deferred rent arrangements with some tenants, including multifamily residents and in-line retail tenants whose operations have been significantly impacted by COVID-19. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Revenue Recognition Leases, Operating [Policy Text Block] | Revenue Recognition Multifamily communities and student housing properties Rental revenue is recognized when earned from residents of the Company's multifamily communities, which is over the terms of the rental agreements, typically of nine to fifteen months’ duration. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable, in accordance with ASC 842-30-25-12. The Company evaluated the various ancillary revenues within its multifamily leases, including resident utility reimbursements. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under Lease Accounting, ASC 842, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component within the rental and other property revenues line on the Consolidated Statements of Operations. Revenue from utility reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. Grocery-anchored shopping centers and office properties Our retail leases have original lease terms which generally range from three to seven years for spaces under 5,000 square feet and from ten to twenty years for spaces over 10,000 square feet. Anchor leases generally contain renewal options for one or more additional periods whereas in-line tenant leases may or may not have renewal options. With the exception of anchor leases, the leases generally contain contractual increases in base rent rates over the lease term and the base rent rates for renewal periods are generally based upon the rental rate for the primary term, which may be adjusted for inflation or market conditions. Anchor leases generally do not contain contractual increases in base rent rates over the lease term and the renewal periods. Our leases generally provide for the payment of fixed monthly rentals and may also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level (“percentage rent”). Our leases also generally include tenant reimbursements for common area expenses, insurance, and real estate taxes. Utilities are generally paid by tenants either directly through separate meters or through payment of tenant reimbursements. The foregoing general description of the characteristics of the leases in our centers is not intended to describe all leases and material variations in lease terms may exist . Our office building leases have original lease terms which generally range from five to fifteen years and generally contain contractual, annual base rental rate escalations ranging from 2% to 3% . These leases may be structured as gross where the tenant’s base rental rate is all inclusive and there is no additional obligation to reimburse building operating expenses, net or NNN where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expenses, or modified gross where in addition to base rent the tenant is also responsible for its pro rata share of reimbursable building operating expense increases over a base year amount (typically calculated as the actual reimbursable operating expenses in year one of the original lease term). Base rental revenue from tenants' operating leases is a lease component revenue in the Company's grocery-anchored shopping centers and office properties and is recognized on a straight-line basis over the term of the lease. Revenue based on "percentage rent" provisions that provide for additional rents that become due upon achievement of specified sales revenue targets (as specified in each lease agreement) is recognized only after the tenant exceeds its specified sales revenue target. Revenue from reimbursements of the tenants' share of real estate taxes, insurance and common area maintenance, or CAM, costs represent non-lease component revenue. Having met the criteria that (i) the timing and pattern of transfer for the lease component and associated non-lease components are the same and (ii) that the lease component, if accounted for separately would be classified as an operating lease, the Company has elected the practical expedient under ASC 842, Leases, paragraph 10-15-42A, to elect reporting the lease component and non-lease components as one single component under rental and other property revenues recognized in accordance with ASC 842. Revenue from reimbursements are considered variable lease payments and are recognized in the period in which the related expenses are incurred. The Company does not record income and offsetting expense for certain variable costs paid directly to third parties by lessees on behalf of lessors. Non-lease components which do not qualify under the practical expedient primarily include lease termination income and other ancillary revenue (e.g. application fees, license fees, late fees and tenant billbacks). Lease termination revenues are recognized ratably over the revised remaining lease term after giving effect to the termination notice or when tenant vacates and the Company has no further obligations under the lease. Rents and tenant reimbursements collected in advance are recorded as prepaid rent within other liabilities in the accompanying consolidated balance sheets. The Company evaluated the collectability of the tenant receivable related to rental and reimbursement billings due from tenants and straight-line rent receivables, which represent the cumulative amount of future adjustments necessary to present rental revenue on a straight-line basis, by taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. In performing a detailed review of each tenant, we determined if the balances were paid in the subsequent month, if if the tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If collection of substantially all of the outstanding balance is not probable, the tenant's rental revenue is recognized on a cash basis and all accrued balances are written off to rental revenue. The Company evaluates the collectability of these amounts and recognizes revenue related to tenants where collectability is deemed probable, in accordance with ASC 842-30-25-12. Upon adoption of ASC 842, the Company began recording amounts not deemed probable of collection as a reduction of rental and other property revenues, as applicable. In April 2020, the FASB issued a question-and-answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under existing lease guidance, the Company would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant (treated with the lease modification accounting framework) or if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A clarifies that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 on lessees is a lease modification under Topic 842, Leases. Instead, an entity that elects not to evaluate whether a concession directly related to COVID-19 is a modification can then elect whether to apply the modification guidance (i.e. assume the relief was always contemplated by the contract or assume the relief was not contemplated by the contract). Both lessees and lessors may make this election. The Company is evaluating its election on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The future impact of the Lease Modification Q&A is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. The Company may provide grocery-anchored shopping center and office building tenants an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease. When the Company is the owner of the leasehold improvements, recognition of rental revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements. For our office properties, if the improvement is deemed to be a “landlord asset,” and the tenant funded the tenant improvements, the cost is amortized over the term of the underlying lease with a corresponding recognition of rental revenues. In order to qualify as a landlord asset, the specifics of the tenant’s assets are reviewed, including the Company's approval of the tenant’s detailed expenditures, whether such assets may be usable by other future tenants, whether the Company has consent to alter or remove the assets from the premises and generally remain the Company's property at the end of the lease. Gains on sales of real estate assets The Company recognizes gains on sales of real estate based on the difference between the consideration received and the carrying amount of the distinct asset, including the carrying amount of any liabilities relieved or assumed by the purchasing counterparty and net of disposition expenses. Lessee accounting The Company has evaluated its leases for which it is the lessee to determine the value of any right of use assets and related lease liabilities. All of these leases qualify as operating leases. The Company has three ground leases related to our office and grocery-anchored shopping center assets, one of which had been recorded at fair value on the Company's balance sheet at acquisition due to a purchase option the Company deemed probable of exercising. These ground leases generally have extended terms (e.g. over twenty years with multiple renewal options) and generally have base rent with CPI-based increases. The Company evaluated its renewal option periods in quantifying its asset and liability related to these ground leases. In determining the value of its right of use asset and lease liability, the Company used discount rates comparable to recent loan rates obtained on comparative properties within its portfolio. The Company is also the lessee of office space for its corporate headquarters and of furniture and office equipment, which generally are three to five years in duration with minimal rent increases. The Company’s right of use asset and related lease liability in accordance with ASC 842-20-30 related to these leases are recorded within the Tenant Receivables and Other Assets and the Security Deposits and Other Liabilities line items of the balance sheet, respectively. Lease expense for ground leases and furniture and office equipment located at the Company's properties is included in the consolidated statements of operations within property operations and maintenance and expense for office rent and furniture and office equipment in the Company's corporate headquarters are included in general and administrative expense. See note 12 for more disclosures related to the Company's right of use assets and lease liabilities |
Assets or Liabilities that Relate to Transferor's Continuing Involvement in Securitized or Asset-backed Financing Assets, Policy [Policy Text Block] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Standard Description Date of Adoption Effect on the Consolidated Financial Statements Recently Adopted Accounting Guidance ASU 2016-13, Financial Instruments - Credit Losses (ASC 326) ASU 2016-03 ("CECL") changes how entities will measure credit losses for most financial assets, including loans, which are not measured at fair value through net income. The guidance replaces the existing incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for financial assets rather than reduce the carrying amount, as they do today under the other-than temporary impairment model. January 1, 2020 Implementation of the new guidance on accounting for financial assets was limited to our real estate loan investments. We have developed a model that derives a reserve ratio based upon the amount of financial protection afforded each instrument. For each loan in which we are the lender, the amount of protection afforded to us is estimated to be the excess of the future estimated fair market value of the developed property over the commitment amount of each loan (including other loans senior to the Company’s), inclusive of accrued interest and other related receivables. The excess represents the amount of equity dollars in each real estate project, which are in a subordinate position to our real estate loan investments. We implemented this new guidance using the modified retrospective basis by recording a cumulative effect adjustment to retained earnings on January 1, 2020 of approximately $7.4 million. Standard Description Date of Adoption Effect on the Consolidated Financial Statements Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting The new standard enables affected entities to elect from a series of practical expedients designed to ease the transition from referenced base rates within contracts designated to be replaced by Reference Rate Reform. The amendments are effective March 12, 2020 through December 31, 2022. ASU 2020-04 will potentially be applicable to the Company's variable-rate debt instruments for which the Company is the borrower, which bear interest at a spread over the 1-month London Interbank Offer Rate (1-month LIBOR). Among the practical expedients are the option to elect prospective adjustment of the effective interest rate, foregoing reassessment of any instruments under loan modification rules. The Company is monitoring developments pertaining to Reference Rate Reform and does not currently anticipate ASU 2020-04 to have a material effect on its results of operations. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Impairment Assessment The Company evaluates its tangible and identifiable intangible real estate assets for impairment when events such as declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If this test indicates that impairment exists, an impairment loss is recorded in earnings equal to the shortage of the book value to fair value, calculated as the discounted net cash flows of the property. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | |
Loans and Leases Receivable, Nonmortgage Loan, Valuation, Policy [Policy Text Block] | The Company carries its investments in real estate loans at amortized cost that consists of drawn amounts on the loans, net of unamortized deferred loan origination fees and current expected credit losses. On January 1, 2020, the Company adopted ASU 2016-13, that replaced the incurred loss model with an expected loss model for instruments measured at amortized cost, and requires entities to record credit allowances for total expected future losses on financial assets at the outset of each loan. For each loan in which the Company is the lender, the amount of protection afforded to the Company is estimated to be the excess of the future estimated fair market value of the developed property over the developer’s related obligations (including the Company’s mezzanine or member loan(s)), other loans senior to the Company's, the expected future balance of accrued interest and any other obligations related to the project’s funding. The excess represents the amount of equity dollars in each real estate project plus profit expected to be realized by the developer on the project, both of which are in a subordinate position to the Company's real estate loan investments. This numeric result is expressed as a percentage of the property's expected future fair value (a "loss reserve ratio"), which is then pooled into ranges of loss percentages that was derived from company-specific loss experience. The product of this indicated loss reserve ratio and the expected fully-funded balance (inclusive of an expected future balance of accrued interest) is the initial total expected credit loss reserve. Over the life of the loan, the initial reserve is reevaluated for potential reduction at the achievement of certain milestones in construction and lease-up progress as the project approaches completion and the loan approaches maturity, given no unforeseen degradation in project performance or failure to adhere to the terms of the loan by the borrower/developer. Finally, the loss reserve may be further refined by the Company due to any subjective qualitative factors deemed pertinent and worthy of reflection. The Company implemented this new guidance by applying this model to its existing portfolio of real estate loan investments using the modified retrospective method and in doing so, recorded a cumulative effect adjustment to retained earnings on January 1, 2020. See note 4. The Company's notes and lines of credit receivable are unsecured and so are assessed for expected future credit loss by individually assessing the expected profit from current development projects in progress, as well as the viability of the personal guarantees of the borrowers. The Company's real estate loan investments are collateralized by real estate development projects and secured further by guaranties of repayment from one or more of the borrowers. The Company's lines of credit receivable are typically only collateralized by personal guaranties, but occasionally may be cross-collateralized by interests in other real estate projects. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, as well as the financial and operating capability of the borrower. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the overall economic environment, real estate sector, and geographic sub‑market in which the borrower operates are considered. Such analyses are completed and reviewed by management, utilizing various data sources, including periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, capitalization and discount rates and site inspections. See the Revenue Recognition section of this Note for other loan-related policy disclosures required by ASC 310-10-50-6. Purchase Option Terminations The Company will occasionally receive a purchase option on the underlying property in conjunction with extending a real estate loan investment to the developer of the property. The purchase option is often at a discount to the to-be-agreed-upon market value of the property, once stabilized. If the Company elects not to exercise the purchase option and acquire the property, it may negotiate to sell the purchase option back to the developer and receive a termination fee in consideration. The amount of the termination fee is accounted for as additional interest on the real estate loan investment and is recognized as interest revenue utilizing the effective interest method over the period beginning from the date of election until the earlier of (i) the maturity of the real estate loan investment and (ii) the sale of the property. |
Fair Value Measurement, Policy [Policy Text Block] |
Real Estate Assets (Tables)
Real Estate Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Acquisition | |
Business Combination Disclosure | Real Estate Assets The Company's real estate assets consisted of: As of: March 31, 2020 December 31, 2019 Multifamily communities: Properties (1) 35 (1, 2) 34 Units 10,637 10,245 New Market Properties: Properties 54 (2) 52 Gross leasable area (square feet) (3) 6,208,278 6,041,629 Student housing properties: Properties 8 (2) 8 Units 2,011 2,011 Beds 6,095 6,095 Preferred Office Properties: Properties 9 (2, 4) 10 Rentable square feet 3,169,000 3,204,000 (1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as is the Regent at Lenox Village within the Lenox Portfolio. (2) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures. (3) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and is not included in the totals above for New Market Properties. (4) Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development. Impacts of COVID-19 Pandemic The COVID-19 pandemic emerged in December 2019 and has since spread globally, including to every state in the United States. On March 13, 2020, the United States declared a national emergency. Since that time, efforts to contain the spread of COVID-19 have intensified. Several countries, including the United States, have taken steps to restrict travel, temporarily close businesses and issue quarantine orders. The restrictions have resulted in impacts to earnings for commercial real estate, which in turn is expected to affect asset valuations to some degree. The Company does not consider this event to be a triggering event, since no evidence of declining valuations of any consequence have emerged to cause a triggering event, as evidenced by step one analyses performed on a sample of its properties from each segment. The Company found a significant amount of cushion between the asset’s book value and the undiscounted cash flows for the properties evaluated. The Company's monthly rent collections for the three-month period ended March 31, 2020 have been approximately level across the Company's segments, with a minor dip in collections in March for in-line retail tenants, as such tenants are generally smaller operations that are likely have less access to adequate sources of liquidity to weather economic downturns than grocery anchor tenants and many office tenants. The closure of several in-line tenant businesses and monthly rent collections are beginning to fall. Within our multifamily communities, despite the fact that collections of rents had not yet begun to decline as of March 2020, the Company offered rent deferral plans for the months of April and May 2020. Any deferred rents would be due over the remaining lease term of the individual tenants. Any uncollected deferred rent amounts will be deemed uncollectible. For office tenants, the company evaluated all delinquent receivable balances by performing a detailed review of each tenant. In this review, we determined if the balances were paid in the subsequent month, if tenant had requested rent relief in the subsequent month due to COVID-19 circumstances, if the tenant was a credit tenant that was not typically late, and if the tenant had a security deposit on hand. If the likelihood of the tenant submitting payment was deemed to be less than probable based on the aforementioned criteria, we determined the tenant as being an “at risk” tenant and revenue would be recognized on a cash basis. Multifamily communities acquired During the three-month period ended March 31, 2020, the Company completed the acquisition of Altis Wiregrass Ranch, a 392 -unit multifamily community located in Tampa, Florida. The aggregate purchase price of the multifamily acquisition was approximately $84.0 million , exclusive of acquired escrows, security deposits, prepaids, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. The Company acquired no multifamily communities during the three-month period ended March 31, 2019. Multifamily Community acquired during the three-month period ended (In thousands, except amortization period data) March 31, 2020 Land $ 6,842 Buildings and improvements 57,186 Furniture, fixtures and equipment 15,522 Lease intangibles 4,595 Prepaids & other assets 24 Accrued taxes (273 ) Security deposits, prepaid rents, and other liabilities (318 ) Net assets acquired $ 83,578 Cash paid $ 83,578 Mortgage debt, net — Total consideration $ 83,578 Three-months ended March 31, 2020 Revenue $ — Net income (loss) $ (240 ) Capitalized acquisition costs incurred by the Company $ 171 Acquisition costs paid to related party (included above) $ — Remaining amortization period of intangible assets and liabilities (months) 17.5 Student housing properties acquired The Company had no acquisitions of student housing property assets during the three-month period ended March 31, 2020. During the three-month period ended March 31, 2019, the Company completed the acquisition of Haven49, a 322-unit, 887-bed student housing property adjacent to the University of North Carolina at Charlotte. The Company effectuated the acquisition via a negotiated agreement whereby the Company accepted the membership interest in the Haven49 project entity in satisfaction of the project indebtedness owed to the Company. See Note 4. The Company allocated the asset's fair value and capitalized acquisition costs to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocations were based upon the Company's best estimates of the fair values of the acquired assets and liabilities. Student housing property acquired during the three-month period ended (In thousands, except amortization period data) March 31, 2019 Land $ 7,289 Buildings and improvements 68,163 Furniture, fixtures and equipment 16,966 Lease intangibles 983 Accrued taxes (158 ) Security deposits, prepaid rents, and other liabilities (2,579 ) Net assets acquired $ 90,664 Satisfaction of loan receivables $ 46,397 Cash paid 2,717 Mortgage debt, net 41,550 Total consideration $ 90,664 Three-months ended March 31, 2019 Revenue $ 1,991 Net income (loss) $ 94 Capitalized acquisition costs incurred by the Company $ 1,016 Acquisition costs paid to related party $ 936 Remaining amortization period of intangible assets and liabilities (months) — Student housing properties On March 20, 2020, we delivered a written termination notice to the prospective purchaser of six of our student housing properties for their failure to consummate the purchase. Accordingly, we received an additional $2.75 million of forfeited earnest money as liquidated damages. New Market Properties assets acquired During the three-month periods ended March 31, 2020 and 2019, the Company completed the acquisition of the following grocery-anchored shopping centers: Acquisition date Property Location Gross leasable area (square feet) 3/19/2020 Midway Market Dallas, Texas 85,599 1/29/2020 Wakefield Crossing Raleigh, North Carolina 75,927 161,526 1/17/2019 Gayton Crossing Richmond, Virginia 158,316 The aggregate purchase price of the New Market Properties acquisitions for the three-month periods ended March 31, 2020 and 2019 was approximately $27.7 million and $29.0 million respectively, exclusive of acquired escrows, security deposits, prepaid assets, capitalized acquisition costs and other miscellaneous assets and assumed liabilities. The Company allocated the purchase prices to the acquired assets and liabilities based upon their fair values, as shown in the following table. The purchase price allocation was based upon the Company's best estimates of the fair values of the acquired assets and liabilities. New Market Properties' acquisitions during the three-month periods ended March 31, (In thousands, except amortization period data) 2020 2019 Land $ 9,328 $ 9,109 Buildings and improvements 12,264 17,093 Tenant improvements 2,099 698 In-place leases 3,043 2,609 Above market leases 107 754 Leasing costs 1,237 769 Below market leases (359 ) (1,515 ) Prepaid taxes and other assets 61 34 Security deposits, prepaid rents, and other (249 ) (146 ) Net assets acquired $ 27,531 $ 29,405 Cash paid $ 19,640 $ 11,405 Mortgage debt 7,891 18,000 Total consideration $ 27,531 $ 29,405 Three-month period ended March 31, 2020: Revenue $ 408 $ 691 Net income (loss) $ 45 $ (90 ) Three-month period ended March 31, 2019: Revenue $ — $ 595 Net income (loss) $ — $ (141 ) Capitalized acquisition costs incurred by the Company $ 470 $ 569 Capitalized acquisition costs paid to related party (included above) $ 249 $ 300 Remaining amortization period of intangible assets and liabilities (years) 10.4 7.8 |
schedule of depreciation and amortization expense [Table Text Block] | Three-month periods ended March 31, (In thousands) 2020 2019 Depreciation: Buildings and improvements $ 28,007 $ 22,987 Furniture, fixtures, and equipment 12,388 13,133 40,395 36,120 Amortization: Acquired intangible assets 8,650 8,945 Deferred leasing costs 415 178 Website development costs 49 46 Total depreciation and amortization $ 49,509 $ 45,289 |
real estate owned [Table Text Block] | The Company's real estate assets consisted of: As of: March 31, 2020 December 31, 2019 Multifamily communities: Properties (1) 35 (1, 2) 34 Units 10,637 10,245 New Market Properties: Properties 54 (2) 52 Gross leasable area (square feet) (3) 6,208,278 6,041,629 Student housing properties: Properties 8 (2) 8 Units 2,011 2,011 Beds 6,095 6,095 Preferred Office Properties: Properties 9 (2, 4) 10 Rentable square feet 3,169,000 3,204,000 (1) The acquired second phases of CityPark View and Crosstown Walk communities are managed in combination with the initial phases and so together are considered a single property, as is the Regent at Lenox Village within the Lenox Portfolio. (2) One multifamily community, two student housing properties, two grocery-anchored shopping centers and two office buildings are owned through consolidated joint ventures. (3) The Company also owns approximately 47,600 square feet of gross leasable area of ground floor retail space which is embedded within the Lenox Portfolio and is not included in the totals above for New Market Properties. (4) Excludes our 251 Armour property, comprising 35,000 rentable square feet that is under development. |
Real Estate Loans, Notes Rece_2
Real Estate Loans, Notes Receivable, and Lines of Credit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, 2020 December 31, 2019 Number of loans 24 27 Number of underlying properties in development 17 19 (In thousands) Drawn amount $ 310,317 $ 352,582 Deferred loan origination fees (1,500 ) (1,476 ) Allowance for loan losses (13,344 ) (1,400 ) Carrying value $ 295,473 $ 349,706 Unfunded loan commitments $ 62,866 $ 61,718 Weighted average current interest, per annum (paid monthly) 8.47 % 8.48 % Weighted average accrued interest, per annum 3.54 % 3.85 % (In thousands) Principal balance Deferred loan origination fees Loan loss allowance Credit Losses Reserve (CECL) Carrying value Balances as of December 31, 2019 $ 352,582 $ (1,476 ) $ (1,400 ) $ — $ 349,706 Opening CECL reserve — — — (7,414 ) (7,414 ) Loan fundings 11,631 — — — 11,631 Loan repayments (53,896 ) — — — (53,896 ) Loan origination fees collected — (267 ) — — (267 ) Amortization of loan origination fees — 243 — 243 Reductions in reserves due to loan repayments — — — 245 245 Provision for credit losses — — — (4,775 ) (4,775 ) Balances as of March 31, 2020 $ 310,317 $ (1,500 ) $ (1,400 ) $ (11,944 ) $ 295,473 Property type Number of loans Carrying value Commitment amount Percentage of portfolio (In thousands) Residential properties 23 $ 289,616 $ 353,989 98 % New Market Properties — — — — % Preferred Office Properties 1 5,857 19,193 2 % Balances as of March 31, 2020 24 $ 295,473 $ 373,182 |
Financing Receivable Credit Quality Indicators [Table Text Block] | |
Notes receivable [Table Text Block] | portfolio of notes and lines of credit receivable consisted of: Borrower Date of loan Maturity date Total loan commitments Outstanding balance as of: Interest rate March 31, 2020 December 31, 2019 (In thousands) Preferred Capital Marketing Services, LLC (1,7) N/A N/A $ — $ — $ 650 N/A Preferred Apartment Advisors, LLC (1,2,8) N/A N/A — — 15,178 N/A Haven Campus Communities, LLC (1,3) 6/11/2014 12/31/2018 11,660 9,011 9,011 8 % Oxford Capital Partners, LLC (4,5) 10/5/2015 6/30/2020 8,000 5,577 5,438 10 % Mulberry Development Group, LLC (5) 3/31/2016 6/30/2020 750 525 525 12 % 360 Capital Company, LLC (5,6) 5/24/2016 12/31/2020 3,400 1,218 3,394 12 % 360 Capital Company, LLC (9) N/A N/A — — 7,754 N/A Unamortized loan fees — (33 ) $ 23,810 $ 16,331 $ 41,917 (1) See related party disclosure in Note 6. (2) The amounts payable under this revolving credit line were collateralized by an assignment of the Former Manager's rights to fees due under the Sixth Amended and Restated Management Agreement between the Company and the Former Manager, or the Management Agreement. (3) The amount payable under the note is collateralized by one of the principals of the borrower's 49.49% interest in an unrelated shopping center located in Atlanta, Georgia and a personal guaranty of repayment by the principals of the borrower. (4) The amounts payable under the terms of this revolving credit line, up to the lesser of 25% of the loan balance or $2.0 million, are collateralized by a personal guaranty of repayment by the principals of the borrower. (5) The amounts payable under the terms of these revolving credit lines are collateralized by a personal guaranty of repayment by the principals of the borrower. (6) The amount payable under the note is collateralized by the developer's interest in the Fort Myers multifamily community project and a personal guaranty of repayment by the principals of the borrower. (7) The line of credit extended to Preferred Capital Marketing Services, with a total commitment of $1.5 million, was eliminated as part of the Internalization transaction discussed in note 6. (8) The line of credit extended to PAA, with a total commitment of $24 million, was eliminated as part of the Internalization transaction discussed in note 6. (9) The line of credit extended to 360 Capital Company, with a total commitment of $8 million, was paid off during the first quarter. |
interest income [Table Text Block] | The Company recorded interest income and other revenue from these instruments as follows: Interest income Three month periods ended March 31, (In thousands) 2020 2019 Real estate loans: Current interest $ 7,357 $ 7,469 Additional accrued interest 3,295 3,385 Loan origination fee amortization 277 315 Purchase option termination fee amortization 4,040 4,233 Default interest 62 — Total real estate loan revenue 15,031 15,402 Notes and lines of credit 912 1,490 Bank and money market accounts 33 — Agency mortgage-backed securities — 198 Interest income on loans and notes receivable $ 15,976 $ 17,090 |
Redeemable Preferred Stock Proc
Redeemable Preferred Stock Proceeds and offering costs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | costs. Cumulative gross proceeds and offering costs for our active equity offerings consisted of: (In thousands) Deferred Offering Costs Offering Total offering Gross proceeds as of March 31, 2020 Reclassified as reductions of stockholders' equity Recorded as deferred assets Total Specifically identifiable offering costs (1) Total offering costs $1.5 Billion Unit Offering (2) 1,500,000 1,236,414 15,099 — 15,099 115,645 130,744 Series A1/M1 Offering 1,000,000 38,805 74 1,839 1,913 3,854 5,767 2019 Shelf Offering 400,000 — — 858 858 — 858 Total $ 2,900,000 $ 1,275,219 $ 15,173 $ 2,697 $ 17,870 $ 119,499 $ 137,369 (1) These offering costs specifically identifiable to offering closing transactions, such as commissions, dealer manager fees, and other registration fees, are reflected as a reduction of stockholders' equity at the time of closing. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The Management Agreement entitled the Former Manager to receive compensation for various services it performed related to acquiring assets and managing properties on the Company's behalf: (In thousands) Three-month periods ended March 31, Type of Compensation Basis of Compensation 2020 2019 Acquisition fees 1.0% of the gross purchase price of real estate assets $ 235 $ 1,400 Loan origination fees 1.0% of the maximum commitment of any real estate loan, note or line of credit receivable — 401 Loan coordination fees 0.6% of any assumed, new or supplemental debt incurred in connection with an acquired property 47 344 Asset management fees Monthly fee equal to one-twelfth of 0.50% of the total book value of assets, as adjusted 1,349 3,725 Property management fees Monthly fee up to 4% of the monthly gross revenues of the properties managed 890 2,457 General and administrative expense fees Monthly fee equal to 2% of the monthly gross revenues of the Company 616 1,486 Construction management fees Quarterly fee for property renovation and takeover projects 14 57 Disposition fees 1% of the sale price of a real estate asset — — Contingent asset management fees / general and administrative fees Recognized upon disposition of the property when exceeding the 7% IRR hurdle — — $ 3,151 $ 9,870 In addition to property management fees, the Company incurred the following reimbursable on-site personnel salary and related benefits expenses at the properties, which are listed on the Consolidated Statements of Operations: (In thousands) Three-month periods ended March 31, 2020 2019 $ 1,430 $ 4,079 |
Dividends Dividend characteriza
Dividends Dividend characterization (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Dividend characterization [Abstract] | |
dividends and distributions [Text Block] | Dividends and Distributions The Company declares and pays monthly cash dividend distributions in the amount of $5.00 per share per month on its Series A Preferred Stock and its Series A1 Preferred Stock. For the Company's mShares Preferred Stock, dividends are paid on an escalating scale of $4.79 per month in the first year following share issuance, increasing each year to $6.25 per month in year eight and beyond. Similarly, for the Company's Series M1 Preferred Stock, dividends are paid on an escalating scale of $5.08 per month in the first year following share issuance, increasing each year to $5.92 per month in year ten and beyond. All preferred stock dividends are prorated for partial months at issuance as necessary. Given the nature of the escalating dividends associated with the Company’s mShares Preferred Stock and Series M1 Preferred Stock, the Company accrues dividends at the effective dividend rate in accordance with GAAP. This results in the Company recording larger dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the first four years after issuance with respect to the mShares and the first five years after issuance with respect to the Series M1 Preferred Stock. Similarly, this will result in the Company recording smaller dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations than dividends required to be paid for the fifth through the eighth year after issuance with respect to the mShares and the sixth through the tenth year after issuance with respect to the Series M1 Preferred Stock. Following the escalation period (year eight for the mShares Preferred Stock and year ten for the Series M1 Preferred Stock), the dividends declared to preferred stockholders in the Company’s Consolidated Statements of Operations will equal the dividend paid. The Company declared aggregate quarterly cash dividends on its Common Stock of $0.2625 and $0.26 per share for the three-month periods ended March 31, 2020 and 2019, respectively. The holders of Class A OP Units of the Operating Partnership are entitled to equivalent distributions as the dividends declared on the Common Stock. At March 31, 2020 , the Company had 774,687 Class A OP Units outstanding, which are exchangeable on a one-for-one basis for shares of Common Stock or the equivalent amount of cash. The Company's dividend and distribution activity consisted of: Dividends and distributions declared For the three-month periods ended March 31, 2020 2019 (In thousands) Series A Preferred Stock $ 31,100 $ 24,733 mShares 1,746 806 Series A1 Preferred Stock 212 — Series M1 Preferred Stock 10 — Common Stock 12,491 11,195 Class A OP Units 203 229 Total $ 45,762 $ 36,963 |
Equity Compensation (Tables)
Equity Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity Compensation [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The underlying valuation assumptions and results for the 2018 Class B OP Unit awards were: Grant dates 1/2/2018 Stock price $ 20.19 Dividend yield 4.95 % Expected volatility 25.70 % Risk-free interest rate 2.71 % Number of Units granted: One year vesting period 171,988 Three year vesting period 84,099 256,087 Calculated fair value per Unit $ 16.66 Total fair value of Units $ 4,266,409 Target market threshold increase $ 5,660,580 The expected dividend yield assumptions were derived from the Company’s closing prices of the Common Stock on the grant dates and the projected future quarterly dividend payments per share of $0.25 for the 2018 awards. For the 2018 awards, the Company's own stock price history was utilized as the basis for deriving the expected volatility assumption. The risk-free rate assumptions were obtained from the Federal Reserve yield table and were calculated as the interpolated rate between the 20 and 30 year yield percentages on U. S. Treasury securities on the grant date. Since the Class B OP Units have no expiration date, a derived service period of one year was utilized, which equals the period of time from the grant date to the initial valuation date. Restricted Stock Units The Company, made grants of restricted stock units, or RSUs, to its employees under the 2019 Plan, and prior to Internalization, made grants of RSUs to certain employees of affiliates of the Company under the 2011 Plan, as shown in the following table: Grant date 1/2/2020 1/2/2019 1/2/2018 Service period 2020-2022 2019-2021 2018-2020 RSU activity: Granted 21,400 27,760 20,720 Forfeited (600 ) (4,360 ) (5,720 ) Units earned and converted into common stock — — — RSUs outstanding at March 31, 2020 20,800 23,400 15,000 RSUs unearned but vested — 7,823 10,028 RSUs unearned and not yet vested 20,800 15,577 4,972 RSUs outstanding at March 31, 2020 20,800 23,400 15,000 Fair value per RSU $ 10.58 $ 10.77 $ 16.66 Total fair value of RSU grant $ 226,412 $ 298,975 $ 345,195 The RSUs vest in three equal consecutive one-year tranches from the date of grant. For each grant, on the Initial Valuation Date, the market capitalization of the number of shares of Common Stock at the date of grant is compared to the market capitalization of the same number of shares of Common Stock at the Initial Valuation Date. If the market capitalization measure results in an increase which exceeds the target market threshold, the Vested RSUs become earned RSUs and are settled in shares of Common Stock on a one-to-one basis. Vested RSUs may become Earned RSUs on a pro-rata basis should the result of the market capitalization test be an increase of less than the target market threshold. Any Vested RSUs that do not become Earned RSUs on the Initial Valuation Date are subsequently remeasured on a quarterly basis until such time as all Vested RSUs become Earned RSUs or are forfeited due to termination of continuous service due to an event other than as a result of a qualified event, which is generally the death or disability of the holder. Continuous service through the final valuation date is required for the Vested RSUs to qualify to become fully Earned RSUs. Because RSUs are valued using the identical market condition vesting requirement that determines the transition of the Vested Class B Units to Earned Class B Units, the same valuation assumptions per RSU were utilized to calculate the total fair values of the RSUs. The total fair value amounts pertaining to grants of RSUs, net of forfeitures, are amortized as compensation expense over the three one-year periods ending on the three successive anniversaries of the grant dates. |
equity compensation expense [Table Text Block] | Equity compensation expense by award type for the Company was: Three-month periods ended March 31, Unamortized expense as of March 31, (In thousands) 2020 2019 2020 Class B Unit awards: 2016 $ — $ 2 $ — 2017 3 78 — 2018 71 72 216 Restricted stock grants: 2017 — — — 2018 — 90 — 2019 105 — 35 Restricted stock units: 2017 — 18 — 2018 14 19 63 2019 19 32 145 2020 18 — 202 Total $ 230 $ 311 $ 661 |
ClassBUnitGrantsvaluationassumptions [Table Text Block] | The underlying valuation assumptions and results for the 2018 Class B OP Unit awards were: Grant dates 1/2/2018 Stock price $ 20.19 Dividend yield 4.95 % Expected volatility 25.70 % Risk-free interest rate 2.71 % Number of Units granted: One year vesting period 171,988 Three year vesting period 84,099 256,087 Calculated fair value per Unit $ 16.66 Total fair value of Units $ 4,266,409 Target market threshold increase $ 5,660,580 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The Company, made grants of restricted stock units, or RSUs, to its employees under the 2019 Plan, and prior to Internalization, made grants of RSUs to certain employees of affiliates of the Company under the 2011 Plan, as shown in the following table: Grant date 1/2/2020 1/2/2019 1/2/2018 Service period 2020-2022 2019-2021 2018-2020 RSU activity: Granted 21,400 27,760 20,720 Forfeited (600 ) (4,360 ) (5,720 ) Units earned and converted into common stock — — — RSUs outstanding at March 31, 2020 20,800 23,400 15,000 RSUs unearned but vested — 7,823 10,028 RSUs unearned and not yet vested 20,800 15,577 4,972 RSUs outstanding at March 31, 2020 20,800 23,400 15,000 Fair value per RSU $ 10.58 $ 10.77 $ 16.66 Total fair value of RSU grant $ 226,412 $ 298,975 $ 345,195 Restricted Stock Grants The following annual grants of restricted stock were made to members of the Company's independent directors, as payment of the annual retainer fees. The restricted stock grants vested (or are scheduled to vest) on a pro-rata basis over the four consecutive 90-day periods following the date of grant. Service year Shares Fair value per share Total compensation cost (in thousands) 2017 24,408 $ 14.75 $ 360 2018 24,810 $ 14.51 $ 360 2019 26,446 $ 15.88 $ 420 Class B OP Units As of March 31, 2020 , cumulative activity of grants of Class B Units of the Operating Partnership, or Class B OP units, was: Grant date 1/2/2018 1/3/2017 Units granted 256,087 286,392 Units forfeited: John A. Williams (1) (38,284 ) — Voluntary forfeiture by senior executives (2) (128,258 ) — Other (22,722 ) (5,334 ) Total forfeitures (189,264 ) (5,334 ) Units earned and converted into Class A Units — (281,058 ) Class B Units outstanding at March 31, 2020 66,823 — Units unearned but vested 49,688 — Units unearned and not yet vested 17,135 — Class B Units outstanding at March 31, 2020 66,823 — (1) Pro rata modification of award on April 16, 2018, the date of Mr. Williams' passing. (2) Additional Class B OP units granted to senior executives other than Mr. Williams were voluntarily forfeited at the end of 2018. |
Equity Compensation RSUs (Table
Equity Compensation RSUs (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The Company, made grants of restricted stock units, or RSUs, to its employees under the 2019 Plan, and prior to Internalization, made grants of RSUs to certain employees of affiliates of the Company under the 2011 Plan, as shown in the following table: Grant date 1/2/2020 1/2/2019 1/2/2018 Service period 2020-2022 2019-2021 2018-2020 RSU activity: Granted 21,400 27,760 20,720 Forfeited (600 ) (4,360 ) (5,720 ) Units earned and converted into common stock — — — RSUs outstanding at March 31, 2020 20,800 23,400 15,000 RSUs unearned but vested — 7,823 10,028 RSUs unearned and not yet vested 20,800 15,577 4,972 RSUs outstanding at March 31, 2020 20,800 23,400 15,000 Fair value per RSU $ 10.58 $ 10.77 $ 16.66 Total fair value of RSU grant $ 226,412 $ 298,975 $ 345,195 Restricted Stock Grants The following annual grants of restricted stock were made to members of the Company's independent directors, as payment of the annual retainer fees. The restricted stock grants vested (or are scheduled to vest) on a pro-rata basis over the four consecutive 90-day periods following the date of grant. Service year Shares Fair value per share Total compensation cost (in thousands) 2017 24,408 $ 14.75 $ 360 2018 24,810 $ 14.51 $ 360 2019 26,446 $ 15.88 $ 420 Class B OP Units As of March 31, 2020 , cumulative activity of grants of Class B Units of the Operating Partnership, or Class B OP units, was: Grant date 1/2/2018 1/3/2017 Units granted 256,087 286,392 Units forfeited: John A. Williams (1) (38,284 ) — Voluntary forfeiture by senior executives (2) (128,258 ) — Other (22,722 ) (5,334 ) Total forfeitures (189,264 ) (5,334 ) Units earned and converted into Class A Units — (281,058 ) Class B Units outstanding at March 31, 2020 66,823 — Units unearned but vested 49,688 — Units unearned and not yet vested 17,135 — Class B Units outstanding at March 31, 2020 66,823 — (1) Pro rata modification of award on April 16, 2018, the date of Mr. Williams' passing. (2) Additional Class B OP units granted to senior executives other than Mr. Williams were voluntarily forfeited at the end of 2018. |
Indebtedness (Tables)
Indebtedness (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table summarizes our mortgage notes payable at March 31, 2020 : (In thousands) Fixed rate mortgage debt: Principal balances due Weighted-average interest rate Weighted average remaining life (years) Residential Properties $ 1,288,213 3.92 % 8.4 New Market Properties 578,380 4.00 % 8.1 Preferred Office Properties 637,617 4.13 % 13.2 Total fixed rate mortgage debt 2,504,210 3.99 % 9.5 Variable rate mortgage debt: Residential Properties 97,630 4.47 % 2.5 New Market Properties 47,150 3.82 % 3.6 Preferred Office Properties — — % — Total variable rate mortgage debt 144,780 4.26 % 2.8 Total mortgage debt: Residential Properties 1,385,843 3.96 % 8.0 New Market Properties 625,530 3.99 % 7.7 Preferred Office Properties 637,617 4.13 % 13.2 Total principal amount 2,648,990 4.01 % 9.2 Deferred loan costs (38,182 ) Mark to market loan adjustment (4,557 ) Mortgage notes payable, net $ 2,606,251 he Company obtained mortgage financing on the following properties as shown in the following table: Property Date Initial principal amount (in thousands) Fixed/Variable rate Interest rate Maturity date 251 Armour Yards 1/22/2020 $ 3,522 Fixed 4.50 % 1/22/2025 Wakefield Crossing 1/29/2020 7,891 Fixed 3.66 % 2/1/2032 Morrocroft Centre 3/19/2020 70,000 Fixed 3.40 % 4/10/2033 $ 81,413 The following table summarizes our mortgage debt refinancing and repayment activity for the three-month periods ended March 31, 2020 and 2019: Date Property Previous balance (millions) Previous interest rate / spread over 1 month LIBOR Loan refinancing costs expensed New balance (millions) New interest rate Total deferred loan costs subsequent to refinancing 1/3/2020 Ursa $ 31.4 L + 300 $ — $ — n/a $ — 2/28/2019 Lenox Village Town Center $ 29.2 3.82 % $ 17,000 $ 39.3 4.34 % $ 1,153,000 |
debt covenant [Table Text Block] | As of March 31, 2020 , the Company was in compliance with all covenants related to the Revolving Line of Credit, as shown in the following table: Covenant (1) Requirement Result Net worth Minimum $2.0 billion (2) $2.0 billion (4) Debt yield Minimum 8.25% 10.1% Payout ratio Maximum 95% (3) 90.6% Total leverage ratio Maximum 65% 60.5% Debt service coverage ratio Minimum 1.50x 2.10x (1) All covenants are as defined in the credit agreement for the Revolving Line of Credit. (2) Minimum of $686.9 million plus 75% of the net proceeds of any equity offering, which totaled approximately $1.3 billion as of March 31, 2020 . (3) Calculated on a trailing four-quarter basis. For the year ended March 31, 2020 , the maximum dividends and distributions allowed under this covenant was approximately $173.7 million . |
Schedule of Maturities of Long-term Debt [Table Text Block] | The Company’s estimated future principal payments due on its debt instruments as of March 31, 2020 were: Period Future principal payments (in thousands) 2020 $ 225,796 2021 182,951 2022 223,020 2023 164,716 2024 358,898 Thereafter 1,685,109 Total $ 2,840,490 |
Schedule of Debt [Table Text Block] | Interest expense, including amortization of deferred loan costs was: Three-month periods ended March 31, (In thousands) 2020 2019 Residential Properties $ 14,866 $ 14,800 New Market Properties 6,750 5,586 Preferred Office Properties 6,858 5,351 Interest paid to real estate loan participants — 110 Total 28,474 25,847 Credit Facility and Acquisition Facility 1,119 909 Interest Expense $ 29,593 $ 26,756 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Total revenues by reportable segment of the Company were: Three-month periods ended March 31, (In thousands) 2020 2019 Revenues Rental and other property revenues: Residential properties $ 57,565 $ 51,825 New Market Properties 28,002 22,059 Preferred Office Properties (1) 26,462 20,943 Total rental and other property revenues 112,029 94,827 Financing revenues 15,813 16,656 Miscellaneous revenues 3,260 23 Consolidated revenues $ 131,102 $ 111,506 (1) Included in rental revenues for our Preferred Office Properties segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia and Westridge office buildings. As of March 31, 2020, the Company has deferred revenue in an aggregate amount of $47.0 million in connection with such improvements. The remaining balance to be recognized is approximately $38.8 million which is included in the deferred revenues line on the consolidated balance sheets at March 31, 2020. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded non-cash revenue of approximately $0.9 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. |
Segment Reporting Disclosure [Text Block] | Segment Information The Company's Chief Operating Decision Maker, or CODM, evaluates the performance of the Company's business operations and allocates financial and other resources by assessing the financial results and outlook for future performance across four distinct segments: residential properties, real estate related financing, New Market Properties and Preferred Office Properties. Residential Properties - consists of the Company's portfolio of residential multifamily communities and student housing properties. Multifamily Communities and Student Housing Properties were previously presented as separate reporting segments. The Company has collapsed these two segments into one Residential Properties segment. Financing - consists of the Company's portfolio of real estate loans, bridge loans, and other instruments deployed by the Company to partially finance the development, construction, and prestabilization carrying costs of new multifamily communities and other real estate and real estate related assets. Excluded from the financing segment are consolidated assets of VIEs and financial results of the Company's Dawson Marketplace grocery-anchored shopping center real estate loan, which are included in the New Market Properties segment. New Market Properties - consists of the Company's portfolio of grocery-anchored shopping centers, which are owned by New Market Properties, LLC, a subsidiary of the Company, as well as the financial results from the Company's Dawson Marketplace real estate loan, that was repaid and extinguished on February 3, 2020. Preferred Office Properties - consists of the Company's portfolio of office buildings, which are owned by Preferred Office Properties, LLC, a wholly-owned subsidiary of the Company. The CODM monitors net operating income (“NOI”) on a segment and a consolidated basis as a key performance measure for its operating segments. NOI is a non-GAAP measure that is defined as rental and other property revenue from real estate assets plus interest income from its loan portfolio less total property operating and maintenance expenses, property management fees, real estate taxes, property insurance, and general and administrative expenses. The CODM uses NOI as a measure of operating performance because it provides a measure of the core operations, rather than factoring in depreciation and amortization, financing costs, acquisition expenses, and other expenses generally incurred at the corporate level. The following tables present the Company's assets, revenues, and NOI results by reportable segment, as well as a reconciliation from NOI to net income (loss). The assets attributable to 'Other' primarily consist of deferred offering costs recorded but not yet reclassified as reductions of stockholders' equity and cash balances at the Company and Operating Partnership levels. (In thousands) March 31, 2020 December 31, 2019 Assets: Residential properties $ 2,121,989 $ 2,047,905 Financing 338,055 409,226 New Market Properties 1,124,091 1,125,230 Preferred Office Properties 1,155,431 1,123,212 Other 87,833 64,987 Consolidated assets $ 4,827,399 $ 4,770,560 Total capitalized expenditures (inclusive of additions to construction in progress, but exclusive of the purchase price of acquisitions) for the three months ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Capitalized expenditures: Residential properties $ 3,759 $ 2,125 New Market Properties 1,276 1,577 Total $ 5,035 $ 3,702 Second-generation capital expenditures exclude those expenditures made in our office building portfolio (i) to lease space to "first generation" tenants (i.e. leasing capital for existing vacancies and known move-outs at the time of acquisition), (ii) to bring recently acquired properties up to our Class A ownership standards (and which amounts were underwritten into the total investment at the time of acquisition), (iii) for property redevelopments and repositionings (iv) to newly leased space which had been vacant for more than one year and (v) for building improvements that are recoverable from future operating cost savings. Total revenues by reportable segment of the Company were: Three-month periods ended March 31, (In thousands) 2020 2019 Revenues Rental and other property revenues: Residential properties $ 57,565 $ 51,825 New Market Properties 28,002 22,059 Preferred Office Properties (1) 26,462 20,943 Total rental and other property revenues 112,029 94,827 Financing revenues 15,813 16,656 Miscellaneous revenues 3,260 23 Consolidated revenues $ 131,102 $ 111,506 (1) Included in rental revenues for our Preferred Office Properties segment is the amortization of deferred revenue for tenant-funded leasehold improvements from a major tenant in our Three Ravinia and Westridge office buildings. As of March 31, 2020, the Company has deferred revenue in an aggregate amount of $47.0 million in connection with such improvements. The remaining balance to be recognized is approximately $38.8 million which is included in the deferred revenues line on the consolidated balance sheets at March 31, 2020. These total costs will be amortized over the lesser of the useful lives of the improvements or the individual lease terms. The Company recorded non-cash revenue of approximately $0.9 million and $0.9 million for the three-month periods ended March 31, 2020 and 2019, respectively. The Company expects that negative impacts from the COVID-19 pandemic affecting its in-line retail tenants within its New Market Properties segment may continue throughout 2020. Three tenants to date have ceased business operations and one has exercised an termination option. The chief operating decision maker utilizes segment net operating income, or Segment NOI, in evaluating the performance of its operating segments. Segment NOI represents total property revenues less total property operating expenses, excluding depreciation and amortization, for all properties held during the period. Segment NOI for the Company's financing segment consists of interest revenues from the Company's real estate loan investments and notes and lines of credit receivable, as well as revenues from terminated property purchase options. Management believes that Segment NOI is a helpful tool in evaluating the operating performance of the segments because it measures the core operations of property performance by excluding corporate level expenses and other items not directly related to property operating performance. Segment NOI for each reportable segment for the thee-month periods ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Segment net operating income (Segment NOI) Residential Properties $ 35,751 $ 29,333 Financing 15,813 16,679 New Market Properties 19,846 15,805 Preferred Office Properties 19,668 14,804 Miscellaneous revenues 509 — Consolidated segment net operating income 91,587 76,621 Interest expense: Residential Properties 14,866 14,800 New Market Properties 6,750 5,586 Preferred Office Properties 6,858 5,351 Financing 1,119 1,019 Depreciation and amortization: Residential Properties 24,414 25,865 New Market Properties 13,414 10,335 Preferred Office Properties 11,681 9,089 Management Internalization 178,793 45 Management fees, net of forfeitures 1,963 5,200 Provision for expected credit losses 5,133 — Equity compensation to directors and executives 230 311 Gain on land condemnation (479 ) — Gain on non-cash net assets of consolidated VIEs — (141 ) Loss on extinguishment of debt — 17 Gain on trading investment, net — (4 ) Corporate G&A and Other 6,368 1,428 Net income (loss) $ (179,523 ) $ (2,280 ) |
segment assets [Table Text Block] | The following tables present the Company's assets, revenues, and NOI results by reportable segment, as well as a reconciliation from NOI to net income (loss). The assets attributable to 'Other' primarily consist of deferred offering costs recorded but not yet reclassified as reductions of stockholders' equity and cash balances at the Company and Operating Partnership levels. (In thousands) March 31, 2020 December 31, 2019 Assets: Residential properties $ 2,121,989 $ 2,047,905 Financing 338,055 409,226 New Market Properties 1,124,091 1,125,230 Preferred Office Properties 1,155,431 1,123,212 Other 87,833 64,987 Consolidated assets $ 4,827,399 $ 4,770,560 Total capitalized expenditures (inclusive of additions to construction in progress, but exclusive of the purchase price of acquisitions) for the three months ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Capitalized expenditures: Residential properties $ 3,759 $ 2,125 New Market Properties 1,276 1,577 Total $ 5,035 $ 3,702 |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Segment NOI for each reportable segment for the thee-month periods ended March 31, 2020 and 2019 were as follows: Three-month periods ended March 31, (In thousands) 2020 2019 Segment net operating income (Segment NOI) Residential Properties $ 35,751 $ 29,333 Financing 15,813 16,679 New Market Properties 19,846 15,805 Preferred Office Properties 19,668 14,804 Miscellaneous revenues 509 — Consolidated segment net operating income 91,587 76,621 Interest expense: Residential Properties 14,866 14,800 New Market Properties 6,750 5,586 Preferred Office Properties 6,858 5,351 Financing 1,119 1,019 Depreciation and amortization: Residential Properties 24,414 25,865 New Market Properties 13,414 10,335 Preferred Office Properties 11,681 9,089 Management Internalization 178,793 45 Management fees, net of forfeitures 1,963 5,200 Provision for expected credit losses 5,133 — Equity compensation to directors and executives 230 311 Gain on land condemnation (479 ) — Gain on non-cash net assets of consolidated VIEs — (141 ) Loss on extinguishment of debt — 17 Gain on trading investment, net — (4 ) Corporate G&A and Other 6,368 1,428 Net income (loss) $ (179,523 ) $ (2,280 ) |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
earnings loss per share [Table Text Block] | Three-month periods ended March 31, (In thousands, except per-share figures) 2020 2019 Numerator: Operating (loss) income before gain on sale of trading investment $ (150,409 ) $ 24,348 Gain on sale of trading investment — 4 Operating (loss) income (150,409 ) 24,352 Interest expense 29,593 26,756 Change in fair value of net assets of consolidated VIEs from mortgage-backed pools — 141 Less: loss on extinguishment of debt — (17 ) Gains on sale of real estate loan investment and land condemnation 479 — Net (loss) income (179,523 ) (2,280 ) Consolidated net loss (income) attributable to non-controlling interests 3,141 (492 ) Net (loss) income attributable to the Company (176,382 ) (2,772 ) Dividends declared to preferred stockholders (33,068 ) (25,539 ) Earnings attributable to unvested restricted stock (2 ) (2 ) Net loss attributable to common stockholders $ (209,452 ) $ (28,313 ) Denominator: Weighted average number of shares of Common Stock - basic 47,129 42,680 Effect of dilutive securities: (D) — — Weighted average number of shares of Common Stock - basic and diluted 47,129 42,680 Net loss per share of Common Stock attributable to common stockholders, basic and diluted $ (4.44 ) $ (0.66 ) |
Fair Values of Financial Inst_2
Fair Values of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Values of Financial Instruments [Abstract] | |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following tables provide estimated fair values of the Company’s financial instruments. The carrying values of the Company's real estate loans include accrued interest receivable from additional interest or exit fee provisions and are presented net of deferred loan fee revenue and credit losses reserves, where applicable. As of March 31, 2020 Carrying value Fair value measurements using fair value hierarchy (In thousands) Fair Value Level 1 Level 2 Level 3 Financial Assets: Real estate loans $ 315,693 $ 329,924 $ — $ — $ 329,924 Notes receivable and line of credit receivable 16,332 16,332 — — 16,332 $ 332,025 $ 346,256 $ — $ — $ 346,256 Financial Liabilities: Mortgage notes payable $ 2,648,990 2,610,751 $ — $ — $ 2,610,751 Revolving credit facility 191,500 191,500 — — 191,500 $ 2,840,490 $ 2,802,251 $ — $ — $ 2,802,251 As of December 31, 2019 Carrying value Fair value measurements using fair value hierarchy (In thousands) Fair Value Level 1 Level 2 Level 3 Financial Assets: Real estate loans $ 375,460 $ 382,373 $ — $ — $ 382,373 Notes receivable and line of credit receivable 41,917 41,917 — — 41,917 $ 417,377 $ 424,290 $ — $ — $ 424,290 Financial Liabilities: Mortgage notes payable $ 2,609,829 $ 2,659,242 $ — $ — $ 2,659,242 Revolving line of credit — — — — — Term note payable 70,000 70,000 — — 70,000 $ 2,679,829 $ 2,729,242 $ — $ — $ 2,729,242 The fair value of the real estate loans within the level 3 hierarchy are comprised of estimates of the fair value of the notes, which were developed utilizing a discounted cash flow model over the remaining terms of the notes until their maturity dates and utilizing discount rates believed to approximate the market risk factor for notes of similar type and duration. The fair values also contain a separately-calculated estimate of any applicable additional interest payment due the Company at the maturity date of the loan, based on the outstanding loan balances at March 31, 2020 , discounted to the reporting date utilizing a discount rate believed to be appropriate for multifamily development projects. The fair values of the fixed rate mortgages on the Company’s properties were developed using market quotes of the fixed rate yield index and spread for 4, 5, 6, 7, 10, 15, 25 and 35 year notes as of the reporting date. The present values of the cash flows were calculated using the original interest rate in place on the fixed rate mortgages and again at the current market rate. The difference between the two results was applied as a fair market adjustment to the carrying value of the mortgages. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) | Mar. 31, 2020 | Mar. 31, 2020number_of_properties | Mar. 31, 2020$ / shares | Mar. 31, 2020state | Mar. 31, 2020shares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||
Number of Real Estate Properties | 17 | 123 | 19 | |||
Number Of States With Real Estate Properties | state | 15 | |||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||
Common Stock, Shares, Outstanding | 47,578,631 | |||||
minority interest partnership units outstanding | 774,687 | |||||
daycountvolweightedavgcalcformarketvalue | 20 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||
Common Stock, Shares, Outstanding | 47,129,000 | 46,443,000 | ||||
Preferred Apartment Communities Operating Partnership, L.P [Member] | ||||||
Class of Stock [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 98.40% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2020numbershares | Jan. 01, 2020USD ($) | Dec. 31, 2019shares | |
Real Estate Properties [Line Items] | |||
Number of Properties Subject to Ground Leases | number | 3 | ||
Series M Preferred Stock [Member] | |||
Real Estate Properties [Line Items] | |||
preferred stock | shares | 106 | 106 | |
Series A Preferred Stock [Member] | |||
Real Estate Properties [Line Items] | |||
preferred stock | shares | 2,226 | 2,161 | |
Building [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 5 years | ||
Base Rental Rate Escalation | 2.00% | ||
Building [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 15 years | ||
Base Rental Rate Escalation | 3.00% | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 5 years | ||
Land, Buildings and Improvements [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Lessee, Operating Lease, Term of Contract | 20 years | ||
Accounting Standards Update 2016-13 [Member] | |||
Real Estate Properties [Line Items] | |||
Financing Receivable, Allowance For Credit Losses, Ultimate Exposure, Percent | 1.50% | ||
Accounting Standards Update 2016-13 [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Financing Receivable, Allowance for Credit Losses | $ | $ 6.5 | ||
Accounting Standards Update 2016-13 [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Financing Receivable, Allowance for Credit Losses | $ | $ 7.5 | ||
Spaces Under 5,000 Square Feet [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Lease Term | 3 years | ||
Spaces Under 5,000 Square Feet [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Lease Term | 7 years | ||
Spaces Over 10,000 Square Feet [Member] | Minimum [Member] | |||
Real Estate Properties [Line Items] | |||
Lease Term | 10 years | ||
Spaces Over 10,000 Square Feet [Member] | Maximum [Member] | |||
Real Estate Properties [Line Items] | |||
Lease Term | 20 years |
Real Estate Assets - Narrative
Real Estate Assets - Narrative (Details) | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020 | Mar. 31, 2020number_of_properties | Dec. 31, 2019USD ($) | |
Business Acquisition | |||||
Restricted Cash, Nature of Restriction, Description | 20.7 | ||||
purchase option termination fees received | $ 9,100,000 | ||||
Intangible Assets, Gross (Excluding Goodwill) | $ 313,700,000 | ||||
Number of Real Estate Properties | 17 | 123 | 19 | ||
Revenues | 131,102,000 | $ 111,506,000 | |||
Net Income contributed to consolidated results | (179,523,000) | (2,280,000) | |||
Finite-Lived Intangible Assets, Accumulated Amortization | 159,330,000 | $ 149,896,000 | |||
Finite-Lived Intangible Liabilities | 86,600,000 | ||||
finite lived intangible liabilities accumulated amortization | 26,100,000 | ||||
amortization of purchase option termination fee income | 4,040,000 | $ 4,233,000 | |||
Wiregrass [Domain] | |||||
Business Acquisition | |||||
Number of units in real estate property | 392 | ||||
amortization of purchase option termination fee income | 1,500,000 | ||||
haven charlotte [Member] | |||||
Business Acquisition | |||||
amortization of purchase option termination fee income net | $ 1,200,000 |
Real Estate Assets - Table of P
Real Estate Assets - Table of Properties Acquired (Details) - ft² | Mar. 31, 2020 | Mar. 31, 2019 |
Midway Market [Member] | ||
Business Acquisition | ||
Area of Real Estate Property | 85,599 | |
Wakefield Crossing [Member] | ||
Business Acquisition | ||
Area of Real Estate Property | 75,927 | |
gayton crossing [Domain] | ||
Business Acquisition | ||
Area of Real Estate Property | 158,316 | |
Midway Market And Wakefield Crossing [Member] | ||
Business Acquisition | ||
Area of Real Estate Property | 161,526 | |
Lenox Portfolio [Member] | ||
Business Acquisition | ||
Net Rentable Area | 47,600 | |
251 armour drive [Domain] | ||
Business Acquisition | ||
Net Rentable Area | 35,000 |
Real Estate Assets - Purchase P
Real Estate Assets - Purchase Price Allocation (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Business Acquisition | |||
Land | $ 665,585,000 | $ 635,757,000 | |
Building and improvements | 3,329,579,000 | 3,256,223,000 | |
Furniture, fixtures, and equipment | 341,542,000 | 323,381,000 | |
Tenant Improvements | 172,136,000 | 167,275,000 | |
Revenues | 131,102,000 | $ 111,506,000 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (179,523,000) | (2,280,000) | |
Multifamily Acquisitions [Member] | |||
Business Acquisition | |||
Land | 6,842,000 | ||
Building and improvements | 57,186,000 | ||
Furniture, fixtures, and equipment | 15,522,000 | ||
business combinations, accrued property tax liability | (273,000) | ||
Business Combination, Consideration Transferred | 83,578,000 | ||
Payments to Acquire Businesses, Gross | 83,578,000 | ||
Other liabilities | (318,000) | ||
capitalized acquisition costs asset acquisition | $ 171,000 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 17 years 6 months | ||
Amortization | $ 4,595,000 | ||
business combination prepaids and other assets acquired | 24,000 | ||
business combination debt financing | 0 | ||
Business Acquisition, Transaction Costs | 0 | ||
Multifamily Acquisitions 2019 [Member] | |||
Business Acquisition | |||
Land | 9,328,000 | ||
Buildings and improvements | 12,264,000 | ||
Tenant Improvements | 2,099,000 | ||
Business Combination, Consideration Transferred | 27,531,000 | ||
Revenues | 408,000 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 45,000 | ||
capitalized acquisition costs asset acquisition | $ 470,000 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 10 years 5 months | ||
Finite-Lived Intangible Asset, Acquired-in-Place Leases | $ 3,043,000 | ||
Other Finite-Lived Intangible Assets, Gross | 1,237,000 | ||
Off-market Lease, Unfavorable | (359,000) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (249,000) | ||
business combination debt financing | 7,891,000 | ||
Business Acquisition, Transaction Costs | 249,000 | ||
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross | 107,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 61,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 27,531,000 | ||
business combination cash paid | 19,640,000 | ||
Multifamily Acquisitions 2019 [Member] | |||
Business Acquisition | |||
Revenues | 0 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (240,000) | ||
Q2 2018 NMP acquisitions [Domain] | |||
Business Acquisition | |||
Land | 9,109,000 | ||
Buildings and improvements | 17,093,000 | ||
Tenant Improvements | 698,000 | ||
Business Combination, Consideration Transferred | 29,405,000 | ||
Revenues | 691,000 | 595,000 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (90,000) | (141,000) | |
capitalized acquisition costs asset acquisition | $ 569,000 | ||
Finite-Lived Intangible Assets, Remaining Amortization Period | 7 years 9 months | ||
Finite-Lived Intangible Asset, Acquired-in-Place Leases | 2,609,000 | ||
Other Finite-Lived Intangible Assets, Gross | 769,000 | ||
Off-market Lease, Unfavorable | (1,515,000) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (146,000) | ||
business combination debt financing | $ 18,000,000 | ||
Business Acquisition, Transaction Costs | 300,000 | ||
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross | 754,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 34,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 29,405,000 | ||
business combination cash paid | $ 11,405,000 |
Real Estate Assets - Depreciati
Real Estate Assets - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Business Acquisition | |||
Intangible Assets, Gross (Excluding Goodwill) | $ 313,700 | ||
finite lived intangible liabilities accumulated amortization | $ 26,100 | ||
Depreciation: | |||
Depreciation | 40,395 | $ 36,120 | |
Amortization: | |||
Depreciation and amortization | 49,509 | 45,289 | |
Furniture and Fixtures [Member] | |||
Depreciation: | |||
Depreciation | 12,388 | 13,133 | |
Building and Building Improvements [Member] | |||
Depreciation: | |||
Depreciation | 28,007 | 22,987 | |
Finite-Lived Intangible Assets [Member] | |||
Amortization: | |||
Amortization of Intangible Assets | 8,650 | 8,945 | |
Lease Agreements [Member] | |||
Amortization: | |||
Amortization of Deferred Leasing Fees | 415 | 178 | |
Website Development [Member] | |||
Amortization: | |||
amortization website development costs | $ 49 | $ 46 | |
Maximum [Member] | |||
Business Acquisition | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 1 month | ||
Minimum [Member] | |||
Business Acquisition | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 2 months |
Real Estate Assets Contribution
Real Estate Assets Contributions to revenue and net income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contributions to revenue and net income [Abstract] | ||
Revenues | $ 131,102 | $ 111,506 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (179,523) | $ (2,280) |
Real Estate Assets Real estate
Real Estate Assets Real estate assets owned (Details) | Mar. 31, 2020 | Mar. 31, 2020number_of_properties | Mar. 31, 2020ft² | Dec. 31, 2019ft² |
Business Combination Segment Allocation [Line Items] | ||||
Number of Real Estate Properties | 17 | 123 | 19 | |
Office Building [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Number of Real Estate Properties | 9 | 10 | ||
Area of Real Estate Property, Excluded from Floor Retail Space | 3,169,000 | 3,204,000 | ||
Multifamily [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Number of Real Estate Properties | 35 | 34 | ||
Number of units in real estate property | 10,637 | 10,245 | ||
Retail Site [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Number of Real Estate Properties | 54 | 52 | ||
Area of Real Estate Property | 6,208,278 | 6,041,629 | ||
student housing [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Number of Real Estate Properties | 8 | 8 | ||
Number of units in real estate property | 2,011 | 2,011 | ||
Number of beds, student housing | 6,095 | 6,095 | ||
Lenox Portfolio [Member] | ||||
Business Combination Segment Allocation [Line Items] | ||||
Net Rentable Area | 47,600 |
Real Estate Assets Real estat_2
Real Estate Assets Real estate sold (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Land | $ 665,585 | $ 635,757 |
Investment Building and Building Improvements | 3,329,579 | 3,256,223 |
Furniture, fixtures, and equipment | 341,542 | $ 323,381 |
Multifamily Acquisitions [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Land | 6,842 | |
Investment Building and Building Improvements | 57,186 | |
Furniture, fixtures, and equipment | 15,522 | |
business combination purchase price | $ 84,000 |
Real Estate Assets Real estat_3
Real Estate Assets Real estate assets correction (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Investment Building and Building Improvements | $ 3,329,579,000 | $ 3,256,223,000 |
Tenant Improvements | $ 172,136,000 | $ 167,275,000 |
Real Estate Assets purchase opt
Real Estate Assets purchase options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
purchase option termination fees received | $ 9,100,000 | |
amortization of purchase option termination fee income | 4,040,000 | $ 4,233,000 |
Wiregrass [Domain] | ||
Property, Plant and Equipment [Line Items] | ||
amortization of purchase option termination fee income | $ 1,500,000 |
Real Estate Assets amortization
Real Estate Assets amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Liabilities | $ 86,600 | |
Revenues | 131,102 | $ 111,506 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (179,523) | $ (2,280) |
Real Estate Loans, Notes Rece_3
Real Estate Loans, Notes Receivable, and Lines of Credit Real Estate Loans (Details) | 3 Months Ended | ||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020 | Mar. 31, 2020number_of_properties | Dec. 31, 2019USD ($) | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
number of loans receivable | 24 | 27 | |||
number of loans receivable | 24 | ||||
Number of Real Estate Properties | 17 | 123 | 19 | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 295,473,000 | ||||
real estate loans commitment amount | 373,182,000 | ||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | 310,300,000 | ||||
variable interest entity loans amount to be funded | 373,200,000 | ||||
interest revenue current pay | 7,357,000 | $ 7,469,000 | |||
Loans and Leases Receivable, Deferred Income | 0 | $ 33,000 | |||
Loans Receivable, Gross, Commercial, Real Estate | 310,317,000 | 352,582,000 | |||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | (1,500,000) | (1,476,000) | |||
Loans and Leases Receivable, Allowance | (13,344,000) | (1,400,000) | |||
Mortgage Loans on Real Estate, Commercial and Consumer, Net | 295,473,000 | 349,706,000 | |||
Loans and Leases Receivable, Impaired, Commitment to Lend | 62,866,000 | 61,718,000 | |||
real estate loans amount funded | 11,631,000 | ||||
Real Estate Loan Repayments | (53,896,000) | ||||
Allowance for Loan and Lease Losses, Period Increase (Decrease) | |||||
real estate loan fees amortized | $ (267,000) | ||||
current interest rate | 8.47% | 8.48% | |||
Deferred interest rate | 3.54% | 3.85% | |||
Interest Receivable | $ 20,186,000 | $ 25,755,000 | |||
Multifamily Communities | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
number of loans receivable | 23 | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | 289,616,000 | ||||
real estate loans commitment amount | 353,989,000 | ||||
real estate loans percent of portfolio | 98.00% | ||||
Retail Segment [Member] | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
number of loans receivable | 0 | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | 0 | ||||
real estate loans commitment amount | 0 | ||||
real estate loans percent of portfolio | 0.00% | ||||
Preferred Office Properties [Member] | |||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||||
number of loans receivable | 1 | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | 5,857,000 | ||||
real estate loans commitment amount | $ 19,193,000 | ||||
real estate loans percent of portfolio | 2.00% |
Real Estate Loans, Notes Rece_4
Real Estate Loans, Notes Receivable, and Lines of Credit Notes and lines of credit (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | $ 41,917,000 | ||
Financing Receivable, Gross | 23,810,000 | ||
Loans and Leases Receivable, Net Amount | 16,331,000 | $ 41,917,000 | |
Loans and Leases Receivable, Deferred Income | 0 | $ (33,000) | |
360 Residential [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
interest rate note receivable | 12.00% | 8.00% | |
PCMS [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing Receivable, Gross | 0 | ||
Loans and Leases Receivable, Net Amount | 0 | $ 650,000 | |
PAA [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | 24,000,000 | ||
Financing Receivable, Gross | 0 | ||
Loans and Leases Receivable, Net Amount | 0 | 15,178,000 | |
HCC [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | 11,660,000 | ||
Loans and Leases Receivable, Net Amount | $ 9,011,000 | 9,011,000 | |
interest rate note receivable | 8.00% | ||
Oxford Capital Partners LLC [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | $ 8,000,000 | ||
Loans and Leases Receivable, Net Amount | $ 5,577,000 | 5,438,000 | |
interest rate note receivable | 10.00% | ||
Mulberry Development Group LLC [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | $ 750,000 | ||
Loans and Leases Receivable, Net Amount | $ 525,000 | 525,000 | |
interest rate note receivable | 12.00% | ||
360 Capital Company - Due December 31, 2019 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | $ 3,400,000 | ||
Loans and Leases Receivable, Net Amount | $ 1,218,000 | 3,394,000 | |
interest rate note receivable | 12.00% | ||
360 Capital Company - Due December 31, 2020 [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
line of credit receivable | $ 0 | ||
Loans and Leases Receivable, Net Amount | $ 0 | $ 7,754,000 |
Real Estate Loans, Notes Rece_5
Real Estate Loans, Notes Receivable, and Lines of Credit Interest income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Receivables [Abstract] | ||
interest revenue current pay | $ 7,357 | $ 7,469 |
Accrued exit fee revenue | 3,295 | 3,385 |
Deferred Revenue, Revenue Recognized | 277 | 315 |
amortization of purchase option termination fee income | 4,040 | 4,233 |
Debt Instrument, Debt Default Interest, Amount | 62 | 0 |
Net loan fee revenue | 15,031 | 15,402 |
interest revenue notes receivable | 912 | 1,490 |
Interest Income, Money Market Deposits | 33 | 0 |
Interest Income, Securities, Mortgage Backed | 0 | 198 |
Interest income on loans and notes receivable | $ 15,976 | $ 17,090 |
Real Estate Loans, Notes Rece_6
Real Estate Loans, Notes Receivable, and Lines of Credit Real Estate Loans Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
payments received from real estate loan participants | $ 0 | $ 5,223,000 | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | 310,300,000 | ||
variable interest entity loans amount to be funded | 373,200,000 | ||
real estate loan balances unfunded | 62,900,000 | ||
Loans Receivable, Gross, Commercial, Real Estate | 310,317,000 | $ 352,582,000 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | 295,473,000 | ||
Starkville Loan [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Gross | 7,300,000 | ||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | 5,900,000 | ||
Accrued Interest Receivable | 1,200,000 | ||
Allowance for Loan and Lease Losses, Real Estate | 1,400,000 | ||
Geographic Concentration Risk [Member] | Oxford [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
amount drawn under loan agreement | 49,800,000 | ||
loan commitment amount | $ 65,500,000 |
Real Estate Loans, Notes Rece_7
Real Estate Loans, Notes Receivable, and Lines of Credit phantom facts (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 01, 2018 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
loan commitment guaranty limit amount | $ 2,000,000 | |||
line of credit receivable | $ 41,917,000 | |||
Deferred interest rate | 3.54% | 3.85% | ||
current interest rate | 8.47% | 8.48% | ||
loan commitment guaranty percent | 25.00% | |||
Oxford Capital Partners LLC [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
line of credit receivable | $ 8,000,000 | |||
interest rate note receivable | 10.00% | |||
360 Residential [Member] | ||||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | ||||
interest rate note receivable | 12.00% | 8.00% |
Real Estate Loans, Notes Rece_8
Real Estate Loans, Notes Receivable, and Lines of Credit CMBS (Details) | Mar. 28, 2019USD ($) | Mar. 23, 2018USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Proceeds from Sale of Mortgage-backed Securities (MBS), Available-for-sale | $ 20,400,000 | $ 6,200,000 | $ 0 | $ 53,445,000 |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 310,300,000 | |||
Mortgage Backed Securities, Other [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
number of loans in CMBS trust | 21 | 20 | ||
total maturity amount of CMBS pool | $ 295,700,000 | $ 276,300,000 | ||
Monthly Interest Expense | 103,000 | |||
Payments to Acquire Investments | $ 18,400,000 | $ 4,700,000 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |||
gross potential offering proceeds | $ 2,900,000,000 | ||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.2625 | $ 0.26 | |
Proceeds from Other Equity | $ 1,275,219,000 | ||
daycountvolweightedavgcalcformarketvalue | 20 | ||
Preferred Stock, Dividend Rate, Percentage | 6.00% | ||
aggregate offering costs | $ 137,369,000 | ||
prorataamountofferingcostsreclassed | 15,173,000 | ||
deferred offering costs not yet reclassified | $ 2,700,000 | ||
shares common stock from warrant exercises | shares | 20 | ||
Deferred offering costs | $ 17,870,000 | ||
specifically identifiable offering costs | 119,499,000 | ||
Dividends, Common Stock, Cash | $ 12,491,000 | $ 11,195,000 | |
Redemption Percent | 100.00% | ||
Gross Proceeds Reimbursement Percent | 2.00% | ||
A1M1 Offering [Member] | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ / shares | $ 1,000 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
preferred stock | shares | 2,226,000 | 2,161,000 | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | |
Preferred Stock, Value, Issued | $ 21,000 | $ 20,000 | |
A1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares Issued, Price Per Share | $ / shares | $ 1,000 | ||
Redemption Fee Percent | 13.00% | ||
Redemption Fee Percent, After Year One | 10.00% | ||
Redemption Fee Percent, After Year Two | 5.00% | ||
Preferred Share Dividend Percent | 6.00% | ||
Redemption Percent | 100.00% | ||
M1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Share Dividend Percent | 6.10% | ||
Dividend Rate, Annual Increase | 0.10% | ||
2019 Shelf Offering [Member] [Domain] | |||
Class of Stock [Line Items] | |||
gross potential offering proceeds | $ 400,000,000 | ||
Proceeds from Other Equity | 0 | ||
aggregate offering costs | 858,000 | ||
prorataamountofferingcostsreclassed | 0 | ||
deferred offering costs not yet reclassified | $ 900,000 | ||
maximum shares available to be issued | shares | 400,000,000 | ||
Deferred offering costs | $ 858,000 | ||
specifically identifiable offering costs | 0 | ||
2019 ATM Offering [Member] [Domain] | |||
Class of Stock [Line Items] | |||
maximum shares available to be issued | shares | 125,000,000 | ||
A1M1 Offering [Domain] | |||
Class of Stock [Line Items] | |||
gross potential offering proceeds | 1,000,000,000 | ||
Proceeds from Other Equity | 38,805,000 | ||
aggregate offering costs | 5,767,000 | ||
prorataamountofferingcostsreclassed | 74,000 | ||
deferred offering costs not yet reclassified | 1,839,000 | ||
Deferred offering costs | 1,913,000 | ||
specifically identifiable offering costs | $ 3,854,000 | ||
$1.5 billion unit [Domain] | |||
Class of Stock [Line Items] | |||
Capital Units, Authorized | shares | 1,500,000 | ||
maximum shares available to be issued | shares | 1,500,000,000 | ||
Unit Offering [Member] | |||
Class of Stock [Line Items] | |||
gross potential offering proceeds | $ 1,500,000,000 | ||
Proceeds from Other Equity | 1,236,414,000 | ||
aggregate offering costs | 130,744,000 | ||
prorataamountofferingcostsreclassed | 15,099,000 | ||
deferred offering costs not yet reclassified | 0 | ||
Deferred offering costs | 15,099,000 | ||
specifically identifiable offering costs | $ 115,645,000 | ||
Maximum [Member] | mShares [Domain] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||
Maximum [Member] | M1 Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Share Dividend Percent | 7.10% | ||
Dealer Manager Fees, Percent | 12.00% |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | |||||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2020 | Mar. 31, 2020number_of_properties | Mar. 31, 2020shares | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||||
Management fees | $ 3,099,000 | $ 7,829,000 | ||||
loan coordination fee percentage | 1.60% | |||||
loan coordination fees | 47,000 | 344,000 | ||||
Cost of Reimbursable Expense | 1,430,000 | |||||
property salaries related party net | 4,079,000 | |||||
capital marketing and professional | 40,451 | 128,801 | ||||
Common Stock, Shares, Outstanding | shares | 47,578,631 | |||||
Construction Management Fee | 14,000 | 57,000 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 3,151,000 | 9,870,000 | ||||
Property management fees | 894,000 | 2,467,000 | ||||
AcquisitionFeesRelatedPartyCosts | 235,000 | 1,400,000 | ||||
loan origination fees | 0 | 401,000 | ||||
Number of Real Estate Properties | 17 | 123 | 19 | |||
manager's fees deferred | 25,600,000 | 24,100,000 | ||||
Financing Receivable, Gross | 23,810,000 | |||||
Loans and Leases Receivable, Net Amount | 16,331,000 | $ 41,917,000 | ||||
disposition fee to manager | 0 | 0 | ||||
line of credit receivable | 41,917,000 | |||||
percent of asset value for loan coordination fee | 63.00% | |||||
Contingent Asset Management Fees | 0 | 0 | ||||
AssetmanagementFees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Management fees | 1,349,000 | 3,725,000 | ||||
Propertymanagementfees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fees | 890,000 | 2,457,000 | ||||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 616,000 | 1,486,000 | ||||
preferred capital securities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
marketing and legal cost reimbursements | 0 | $ 337,344 | ||||
PCMS [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Financing Receivable, Gross | 0 | |||||
Loans and Leases Receivable, Net Amount | 0 | $ 650,000 | ||||
PCMS [Member] | PCMS [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Loans and Leases Receivable, Net Amount | 650,000 | |||||
PAA [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Financing Receivable, Gross | 0 | |||||
Loans and Leases Receivable, Net Amount | 0 | $ 15,178,000 | ||||
line of credit receivable | $ 24,000,000 | |||||
$1.5 billion unit [Domain] | ||||||
Related Party Transaction [Line Items] | ||||||
maximum shares available to be issued | shares | 1,500,000,000 |
Dividends (Details)
Dividends (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends Payable [Line Items] | ||
minority interest partnership units outstanding | 774,687 | |
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
dividends common stock declared | $ 12,491,000 | $ 11,195,000 |
Dividends, Preferred Stock, Cash | $ 45,762,000 | 36,963,000 |
Common Stock, Shares, Outstanding | 47,578,631 | |
Series A Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 5 | |
Dividends, Preferred Stock, Cash | $ 31,100,000 | $ 24,733,000 |
Minimum [Member] | mShares [Domain] | ||
Dividends Payable [Line Items] | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 4.79 | |
Minimum [Member] | M 1 Shares [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | 5.08 | |
Maximum [Member] | mShares [Domain] | ||
Dividends Payable [Line Items] | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | 6.25 | |
Maximum [Member] | M 1 Shares [Member] | ||
Dividends Payable [Line Items] | ||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 5.92 |
Dividends Series A Preferred Di
Dividends Series A Preferred Dividends (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dividends Payable [Line Items] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
Dividends, Preferred Stock, Cash | $ 45,762,000 | $ 36,963,000 |
Distribution Made to Limited Partner, Cash Distributions Declared | 203,000 | 229,000 |
dividends common stock declared | 12,491,000 | 11,195,000 |
Series A Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Dividends, Preferred Stock, Cash | 31,100,000 | 24,733,000 |
Series M Preferred Stock [Member] | ||
Dividends Payable [Line Items] | ||
Dividends, Preferred Stock, Cash | 1,746,000 | 806,000 |
Series A1 Preferred Stock [Domain] | ||
Dividends Payable [Line Items] | ||
Dividends, Preferred Stock, Cash | $ 212,000 | $ 0 |
Dividends NCI (Details)
Dividends NCI (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | $ 203,000 | $ 229,000 |
Equity Compensation (Details)
Equity Compensation (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 03, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,617,500 | 2,617,500 | ||
Share-based Compensation | $ 230,000 | $ 311,000 | ||
market vesting condition capital increase threshhold | $ 5,660,580 | |||
Restricted Stock [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Share-based Compensation | $ 7,000 | |||
ClassBUnits [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
common stock fair value per share | $ 20.19 | |||
Class B Units valuation assumption dividend yield | 4.95% | |||
ClassBUnit valuation assumption expected volatility | 25.70% | |||
Class B Unit valuation assumptions risk free rate | 2.71% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 256,087 | |||
Share-based Compensation | $ 67,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4,266,409 | |||
2019 Service Year [Member] | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
class B units issued during period | 0 |
Equity Compensation Restricted
Equity Compensation Restricted Stock (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jan. 03, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,617,500 | 2,617,500 | ||
Share-based Compensation | $ 230,000 | $ 311,000 | ||
ClassBUnits [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
common stock fair value per share | $ 20.19 | |||
Share-based Compensation | $ 67,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 256,087 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | 7,000 | |||
2017 [Member] | ClassBUnits [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 3,000 | $ 78,000 | ||
2017 [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 24,408 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 14.75 | |||
Stock Granted, Value, Share-based Compensation, Gross | $ 360,018 | |||
Share-based Compensation | 0 | 0 | ||
2018 [Domain] | ClassBUnits [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 71,000 | 72,000 | ||
2018 [Domain] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 24,810 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 14.51 | |||
Stock Granted, Value, Share-based Compensation, Gross | $ 359,993 | |||
Share-based Compensation | $ 0 | 90,000 | ||
2019 [Domain] [Domain] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 26,446 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | $ 15.88 | |||
Stock Granted, Value, Share-based Compensation, Gross | $ 420,000 | |||
Share-based Compensation | $ 105,000 | $ 0 |
Equity Compensation Committee F
Equity Compensation Committee Fee Grants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 230,000 | $ 311,000 |
ClassBUnits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 256,087 | |
Share-based Compensation | $ 67,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | $ 7,000 |
Equity Compensation Class B Uni
Equity Compensation Class B Units (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 03, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 | |
Share-based Compensation | $ 230,000 | $ 311,000 | |
market vesting condition capital increase threshhold | $ 5,660,580 | ||
ClassBUnits [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
common stock fair value per share | $ 20.19 | ||
Common Stock, Dividends, Per Share, Declared | $ 0.25 | ||
Share-based Compensation | $ 67,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 20 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 256,087 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 30 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 4,266,409 | ||
Class B Units valuation assumption dividend yield | 4.95% | ||
ClassBUnit valuation assumption expected volatility | 25.70% | ||
Class B Unit valuation assumptions risk free rate | 2.71% | ||
100percentvestinglevel [Member] | ClassBUnits [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 16.66 | ||
one year [Member] | ClassBUnits [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 171,988 | ||
three year [Member] | ClassBUnits [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 84,099 | ||
2018 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
class B units issued during period | 256,087 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (189,264) | ||
Partners' Capital Account, Units, Converted | 0 | ||
class b units unearned and unvested | 49,688 | ||
class b units unearned and vested | 17,135 | ||
class b units outstanding | 66,823 | ||
2017 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
class B units issued during period | 286,392 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5,334) | ||
Partners' Capital Account, Units, Converted | (281,058) | ||
class b units unearned and unvested | 0 | ||
class b units unearned and vested | 0 | ||
class b units outstanding | 0 | ||
Executive Officer [Member] | 2018 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (128,258) | ||
Executive Officer [Member] | 2017 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | ||
Former CEO - John A. Williams [Member] | 2018 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (38,284) | ||
Former CEO - John A. Williams [Member] | 2017 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 | ||
Other OP Unit Participants [Member] | 2018 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (22,722) | ||
Other OP Unit Participants [Member] | 2017 Service Year [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5,334) |
Equity Compensation Warrant (De
Equity Compensation Warrant (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
Equity Compensation Equity comp
Equity Compensation Equity compensation expense by grant (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 |
Share-based Compensation | $ 230,000 | $ 311,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 661,000 | |
ClassBUnits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.25 | |
Share-based Compensation | $ 67,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 7,000 | |
2016 [Member] | ClassBUnits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 0 | 2,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0 | |
2017 [Member] | ClassBUnits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 3,000 | 78,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0 | |
2017 [Member] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 0 | 0 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0 | |
2017 [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 0 | 18,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0 | |
2018 [Domain] | ClassBUnits [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 71,000 | 72,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 216,000 | |
2018 [Domain] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 0 | 90,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0 | |
2018 [Domain] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 14,000 | 19,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 63,000 | |
2019 [Domain] [Domain] | Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 105,000 | 0 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 35,000 | |
2019 [Domain] [Domain] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 19,000 | 32,000 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 145,000 | |
2020 Awards [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation | 18,000 | $ 0 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 202,000 |
Equity Compensation Restricte_2
Equity Compensation Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
2019 Service Year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units outstanding | 23,400 | |
RSUs vested and unearned | 7,823 | |
RSUs unearned and unvested | 15,577 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Option, Nonvested, Intrinsic Value | $ 10.77 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 27,760 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 298,975 | |
share based compensation awards forfeited | (4,360) | |
Share Based Compensation Awards, Units Earned And Converted Into Common Stock | 0 | |
2018 Service Year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units outstanding | 15,000 | |
RSUs vested and unearned | 10,028 | |
RSUs unearned and unvested | 4,972 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other than Option, Nonvested, Intrinsic Value | $ 16.66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,720 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 345,195 | |
share based compensation awards forfeited | (5,720) | |
Share Based Compensation Awards, Units Earned And Converted Into Common Stock | 0 |
Indebtedness (Details)
Indebtedness (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 20, 2019 | Mar. 25, 2019 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||||||
Short-term Debt | $ 70,000,000 | |||||
Initial Interest Rate | 3.93% | |||||
Unamortized Debt Issuance Expense | $ 1,000,000 | |||||
Long-term Debt, Current Maturities | 225,796,000 | |||||
Long-term Debt | 2,606,251,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 182,951,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 223,020,000 | |||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 164,716,000 | |||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 358,898,000 | |||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 1,685,109,000 | |||||
Long-term Debt | 2,840,490,000 | |||||
Interest Expense | 29,593,000 | $ 26,756,000 | ||||
Line of Credit Facility, Amount Outstanding | 191,500,000 | $ 0 | ||||
Amortization of Financing Costs | $ 1,781,000 | 1,552,000 | ||||
Spread over Initial Interest Rate option 1 | 200 | |||||
Spread over Initial Interest Rate option 2 | 400 | |||||
Indebtedness Weighted Average Remaining Maturity | 9 years 6 months | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | |||||
term loan [Member] [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loans Receivable, Basis Spread on Variable Rate | 1.70% | |||||
Mortgages [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 2,609,829,000 | |||||
Office Building [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest Expense | 6,858,000 | $ 5,351,000 | ||||
February 2017 facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | $ 90,000,000 |
Indebtedness debt covenants (De
Indebtedness debt covenants (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($) | Sep. 30, 2016USD ($) | |
debt covenants [Line Items] | ||
Debt Instrument, Debt Covenant, Debt Service Coverage Ratio | 1.87 | |
dividend restriction AFFO | 95.00% | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | |
minimum equity debt covenants | $ 687,000,000 | |
equity raise above min equity required | 75.00% | |
total debt covenant min equity | $ 1,300,000,000 | |
maximum dividends debt covenant | 173,700,000 | |
Minimum Net Worth Required for Compliance | $ 2,000,000,000 | |
debt yield | 10.09% | |
payout ratio | 90.60% | |
Total leverage ratio | 60.50% |
Indebtedness Credit Facility (D
Indebtedness Credit Facility (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 20, 2019 | Sep. 30, 2016 | |
Line of Credit Facility [Line Items] | |||
Indebtedness Weighted Average Remaining Maturity | 9 years 6 months | ||
Short-term Debt | $ 70,000,000 | ||
Short-term Debt, Weighted Average Interest Rate, at Point in Time | 4.57% | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Indebtedness Weighted Average Remaining Maturity | 1 year 9 months | ||
term loan [Member] [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Receivable, Basis Spread on Variable Rate | 1.70% | ||
Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||
Minimum [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Receivable, Basis Spread on Variable Rate | 2.75% | ||
Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | ||
Maximum [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Loans Receivable, Basis Spread on Variable Rate | 3.50% |
Indebtedness Acquisition Credit
Indebtedness Acquisition Credit Facility (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 01, 2021 | Mar. 25, 2019 | Sep. 30, 2016 | |
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | |||
Unamortized Debt Issuance Expense | $ 1,000,000 | |||
Indebtedness Weighted Average Remaining Maturity | 9 years 6 months | |||
February 2017 facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | $ 90,000,000 | ||
Subsequent Event [Member] | February 2017 facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Indebtedness Weighted Average Remaining Maturity | 1 year 9 months | |||
acquisition facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Unamortized Debt Issuance Expense | $ 200,000 | |||
Indebtedness Weighted Average Remaining Maturity | 1 year 11 months | |||
Minimum [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loans Receivable, Basis Spread on Variable Rate | 2.75% | |||
Minimum [Member] | Revolving Credit Facility [Member] | February 2017 facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loans Receivable, Basis Spread on Variable Rate | 1.80% | |||
Maximum [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loans Receivable, Basis Spread on Variable Rate | 3.50% | |||
Maximum [Member] | Revolving Credit Facility [Member] | February 2017 facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loans Receivable, Basis Spread on Variable Rate | 2.20% |
Indebtedness Mortgage debt summ
Indebtedness Mortgage debt summary by segment (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Secured Debt | $ 2,648,990,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.01% |
average maturity mortgage debt | 9 years 2 months |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Accumulated Amortization Adjustment | $ (38,182,000) |
Mark-to-Market debt | (4,557,000) |
Long-term Debt | 2,606,251,000 |
Fixed Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 2,504,210,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.99% |
average maturity mortgage debt | 9 years 6 months |
Variable Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 144,780,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.26% |
average maturity mortgage debt | 2 years 9 months |
Multifamily Communities | |
Debt Instrument [Line Items] | |
Secured Debt | $ 1,385,843,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.96% |
average maturity mortgage debt | 8 years |
Multifamily Communities | Fixed Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 1,288,213,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.92% |
average maturity mortgage debt | 8 years 5 months |
Multifamily Communities | Variable Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 97,630,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.47% |
average maturity mortgage debt | 2 years 6 months |
Retail Segment [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 625,530,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.99% |
average maturity mortgage debt | 7 years 8 months |
Retail Segment [Member] | Fixed Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 578,380,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.00% |
average maturity mortgage debt | 8 years 1 month |
Retail Segment [Member] | Variable Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 47,150,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 3.82% |
average maturity mortgage debt | 3 years 7 months |
Office Building [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 637,617,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.13% |
average maturity mortgage debt | 13 years 2 months |
Office Building [Member] | Fixed Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 637,617,000 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 4.13% |
average maturity mortgage debt | 13 years 2 months |
Office Building [Member] | Variable Income Interest Rate [Member] | |
Debt Instrument [Line Items] | |
Secured Debt | $ 0 |
Long-term Debt, Weighted Average Interest Rate, at Point in Time | 0.00% |
Indebtedness New mortgages (Det
Indebtedness New mortgages (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 2,606,251,000 | |
Debt Issuance Costs, Net | 1,118,000 | $ 1,286,000 |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 2,609,829,000 | |
Hanover Shopping Center [Domain] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 7,891,000 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate, Interest Rate | 4.00% | |
city lakes [Domain] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 21700.00% | |
Royal Lakes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 25000.00% | |
Cherokee Plaza [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 22500.00% | |
haven charlotte [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 37500.00% | |
SoL [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 20000.00% | 21000.00% |
Lenox Portfolio [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 29,200,000 | |
Debt Instrument, Interest Rate, Effective Percentage | 4.30% | 3.80% |
Write off of Deferred Debt Issuance Cost | $ 17,000 | |
long term debt refinanced | 39,300,000 | |
Debt Issuance Costs, Gross | $ 1,153,000 | |
village at baldwin park [Domain] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 23000.00% |
Indebtedness Interest expense (
Indebtedness Interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest Expense, Long-term Debt | $ 28,474 | $ 25,847 |
interest expense to loan participant | 0 | 110 |
interest expense credit facility | 1,119 | 909 |
Interest Expense | 29,593 | 26,756 |
Multifamily [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Long-term Debt | 14,866 | 14,800 |
Retail Segment [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Long-term Debt | 6,750 | 5,586 |
Office Building [Member] | ||
Debt Instrument [Line Items] | ||
Interest Expense, Long-term Debt | 6,858 | 5,351 |
Interest Expense | $ 6,858 | $ 5,351 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2010 |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance | $ 298,100 | |
DeferredTaxAssetsValuationAllowancePercentage | 100.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
manager's fees deferred | $ 1,136 | $ 2,629 |
cumulative manager's fees deferred | 25,600 | $ 24,100 |
real estate loan balances unfunded | 62,900 | |
Unfunded Tenant Leasing Commissions and Tenant Allowances | $ 14,000 |
Segment information (Details)
Segment information (Details) | 3 Months Ended | |||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of Operating Segments | segment | 4 | |||
capitalized expenditures for long lived assets | $ 5,035,000 | $ 3,702,000 | ||
Assets | 4,827,399,000 | $ 4,770,560,000 | ||
Operating Leases, Income Statement, Lease Revenue | 111,866,000 | 94,393,000 | ||
adjusted funds from operations | 91,587,000 | 76,621,000 | ||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (179,523,000) | (2,280,000) | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (179,523,000) | (2,280,000) | ||
Interest Expense | 29,593,000 | 26,756,000 | ||
Depreciation | 40,395,000 | 36,120,000 | ||
Share-based Compensation | (230,000) | (311,000) | ||
Gain (Loss) on Condemnation | (479,000) | 0 | ||
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 0 | (141,000) | ||
Gain (Loss) on Extinguishment of Debt | 0 | 17,000 | ||
Trading Securities, Realized Gain | 0 | (4,000) | ||
loan fees received | 267,000 | 801,000 | ||
noncash loan interest income | 178,793,000 | 45,000 | ||
Management fees net of deferrals | 1,963,000 | 5,200,000 | ||
Allowance for Loan and Lease Losses, Loans Acquired | 5,133,000 | 0 | ||
rental and other property revenues | 112,029,000 | 94,827,000 | ||
interest revenues loans and notes | 15,813,000 | 16,656,000 | ||
miscellaneous revenues | 3,260,000 | 23,000 | ||
Revenues | 131,102,000 | 111,506,000 | ||
Contract with Customer, Liability, Revenue Recognized | 1,269,000 | 1,498,000 | ||
Multifamily [Member] | ||||
Segment Reporting Information [Line Items] | ||||
capitalized expenditures for long lived assets | 3,759,000 | 2,125,000 | ||
Multifamily Communities | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 2,121,989,000 | 2,047,905,000 | ||
Operating Leases, Income Statement, Lease Revenue | 57,565,000 | 51,825,000 | ||
adjusted funds from operations | 35,751,000 | 29,333,000 | ||
Interest Expense | 14,866,000 | 14,800,000 | ||
Depreciation | 24,414,000 | 25,865,000 | ||
student housing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
capitalized expenditures for long lived assets | 1,276,000 | 1,577,000 | ||
financingsegment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 338,055,000 | 409,226,000 | ||
adjusted funds from operations | 15,813,000 | 16,679,000 | ||
Interest Expense | 1,119,000 | 1,019,000 | ||
New Market Properties [Member] | ||||
Segment Reporting Information [Line Items] | ||||
adjusted funds from operations | 19,846,000 | 15,805,000 | ||
Interest Expense | 6,750,000 | 5,586,000 | ||
Depreciation | 13,414,000 | 10,335,000 | ||
Retail Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 1,124,091,000 | 1,125,230,000 | ||
Operating Leases, Income Statement, Lease Revenue | 28,002,000 | |||
woodstock retail [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Leases, Income Statement, Lease Revenue | 22,059,000 | |||
Office Building [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Assets | 1,155,431,000 | 1,123,212,000 | ||
Operating Leases, Income Statement, Lease Revenue | 26,462,000 | 20,943,000 | ||
adjusted funds from operations | 19,668,000 | 14,804,000 | ||
Interest Expense | 6,858,000 | 5,351,000 | ||
Depreciation | 11,681,000 | 9,089,000 | ||
Contract with Customer, Liability | 39,700,000 | $ 47,000,000 | ||
Contract with Customer, Liability, Revenue Recognized | 3,800,000 | 2,700,000 | ||
Other Assets [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Assets owned by other pool participants | 264,886,000 | |||
Assets | 87,833,000 | $ 64,987,000 | ||
All Other Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
adjusted funds from operations | $ 6,368,000 | $ 1,428,000 |
Income (Loss) Per Share (Detail
Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
class a units | 775,000 | 879,000 | ||
Income (Loss) before Gain (Loss) on Sale of Properties | $ (150,409,000) | $ 24,348,000 | ||
minority interest partnership units outstanding | 774,687 | |||
Restricted Stock Units outstanding | 59,000 | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (179,523,000) | (2,280,000) | ||
Gains (Losses) on Sales of Investment Real Estate | 0 | 4,000 | ||
Operating Income (Loss) | (150,409,000) | 24,352,000 | ||
Net Income (Loss) Attributable to Parent | (176,382,000) | (2,772,000) | ||
Gain (Loss) on Sales of Loans, Net | 479,000 | 0 | ||
Gain (Loss) on Extinguishment of Debt | 0 | (17,000) | ||
Dividends, Preferred Stock | (33,068,000) | (25,539,000) | ||
Deemed noncash dividend | (184,000) | (93,000) | ||
NetIncomeAllocatedToUnvestedRestrictedShares | 2,000 | 2,000 | ||
Income (Loss) Attributable to Noncontrolling Interest, before Tax | 3,141,000 | (492,000) | ||
Interest Expense | 29,593,000 | 26,756,000 | ||
Fair Value, Assets Measured on Recurring Basis, Change in Unrealized Gain (Loss) | 0 | 141,000 | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (209,452,000) | $ (28,313,000) | ||
Weighted Average Number of Shares Outstanding, Diluted | 47,129,000 | 42,680,000 | ||
Preferred Stock, Dividend Rate, Percentage | 6.00% | |||
Incremental Common Shares from conversion of outstanding units | 30,867,000 | |||
Share-based Compensation | $ 230,000 | $ 311,000 | ||
Earnings Per Share, Basic | $ (4.44) | $ (0.66) | ||
ClassBUnits [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 256,087 | |||
Share-based Compensation | $ 67,000 | |||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 7,000 | 6,000 | ||
Share-based Compensation | $ 7,000 | |||
Series A [Member] | Minimum [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 5.75% | |||
mShares [Domain] | Maximum [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||
Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred Stock, Shares Outstanding | 2,075,000 | 1,720,000 | 2,028,000 | |
Series M Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Preferred Stock, Shares Outstanding | 98,000 | 56,000 | 103,000 | 2,000 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 131,102 | $ 111,506 |
Operating Income (Loss) | (150,409) | 24,352 |
Net Income (Loss) Attributable to Parent | (176,382) | (2,772) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (209,452) | $ (28,313) |
Earnings Per Share, Basic | $ (4.44) | $ (0.66) |
Weighted Average Number of Shares Outstanding, Diluted | 47,129 | 42,680 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (179,523) | $ (2,280) |
Fair Values of Financial Inst_3
Fair Values of Financial Instruments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
line of credit receivable | $ 41,917,000 | ||
financial assets carrying value | 417,377,000 | ||
Mortgage notes payable | 2,606,251,000 | ||
Line of Credit Facility, Amount Outstanding | 191,500,000 | $ 0 | |
Notes Payable | 0 | $ 69,489,000 | |
Debt, Long-term and Short-term, Combined Amount | 2,679,829,000 | ||
Real estate loans carrying value including accrued interest | 375,460,000 | ||
mortgage principal received from consolidated VIE | 0 | $ (679,000) | |
Mortgages [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | 2,609,829,000 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure | 0 | ||
real estate related loans fair value | 0 | ||
Long-term Debt, Fair Value | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure | 424,290,000 | ||
real estate related loans fair value | 382,373,000 | ||
Long-term Debt, Fair Value | 2,659,242,000 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 2,729,242,000 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
real estate related loans fair value | 0 | ||
Long-term Debt, Fair Value | 0 | ||
Mortgages [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
real estate related loans fair value | 382,373,000 | ||
Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | 0 | ||
Notes Payable | 70,000,000 | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | 0 | ||
Notes Payable | 0 | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | 0 | ||
Notes Payable | 70,000,000 | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Line of Credit Facility, Amount Outstanding | 0 | ||
Notes Payable | 0 | ||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 |
Subsequent Events sub events (D
Subsequent Events sub events (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | |
Subsequent Event [Line Items] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.2625 | $ 0.26 | |
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 89,398,000 | $ 128,573,000 | |
real estate loans commitment amount | 373,182,000 | ||
Long-term Debt | $ 2,606,251,000 | ||
$1.5 billion unit [Domain] | |||
Subsequent Event [Line Items] | |||
maximum shares available to be issued | 1,500,000,000 | ||
Series M Preferred Stock [Member] | Subsequent Event [Member] | Unitsissued [Member] | |||
Subsequent Event [Line Items] | |||
Unitsissuedcumulative | 11,461 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 10,300,000 | ||
series M1 preferred stock [Domain] | Subsequent Event [Member] | Unitsissued [Member] | |||
Subsequent Event [Line Items] | |||
Unitsissuedcumulative | 751 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 700,000 |
Schedule IV (Details)
Schedule IV (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
current interest rate | 8.47% | 8.48% | |
Deferred interest rate | 3.54% | 3.85% | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate | $ 295,473,000 | ||
Unamortized Loan Commitment and Origination Fees and Unamortized Discounts or Premiums | (1,500,000) | $ (1,476,000) | |
Loans and Leases Receivable, Allowance | $ (13,344,000) | $ (1,400,000) |