ITEM 1. FINANCIAL STATEMENTS
CAMPUS CREST
COMMUNITIES, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands,
except per share data)
(Unaudited)
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Investment in real estate, net:
|
|
|
|
|
|
|
|
|
Student housing properties
|
|
$
|
750,936
|
|
|
$
|
716,285
|
|
Accumulated depreciation
|
|
|
(108,214
|
)
|
|
|
(102,356
|
)
|
Development in process
|
|
|
121,353
|
|
|
|
91,184
|
|
Investment in real estate, net
|
|
|
764,075
|
|
|
|
705,113
|
|
Investment in unconsolidated entities
|
|
|
359,301
|
|
|
|
324,838
|
|
Cash and cash equivalents
|
|
|
14,332
|
|
|
|
32,054
|
|
Restricted cash
|
|
|
20,768
|
|
|
|
32,636
|
|
Student receivables, net of allowance for doubtful accounts of $921 and $539, respectively
|
|
|
2,655
|
|
|
|
2,825
|
|
Cost and earnings in excess of construction billings
|
|
|
40,641
|
|
|
|
42,803
|
|
Other assets, net
|
|
|
49,128
|
|
|
|
42,410
|
|
Total assets
|
|
$
|
1,250,900
|
|
|
$
|
1,182,679
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Mortgage and construction loans
|
|
$
|
223,746
|
|
|
$
|
205,531
|
|
Line of credit and other debt
|
|
|
265,300
|
|
|
|
207,952
|
|
Accounts payable and accrued expenses
|
|
|
65,394
|
|
|
|
62,448
|
|
Construction billings in excess of cost and earnings
|
|
|
168
|
|
|
|
600
|
|
Other liabilities
|
|
|
14,342
|
|
|
|
11,167
|
|
Total liabilities
|
|
|
568,950
|
|
|
|
487,698
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized: 8.00% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 6,100,000 shares issued and outstanding at March 31, 2014 and December 31, 2013
|
|
|
61
|
|
|
|
61
|
|
Common stock, $0.01 par value, 500,000,000 shares authorized, 64,487,562 and 64,502,430 shares issued and outstanding on March 31, 2014 and December 31, 2013, respectively
|
|
|
645
|
|
|
|
645
|
|
Additional common and preferred paid-in capital
|
|
|
774,573
|
|
|
|
773,896
|
|
Accumulated deficit and distributions
|
|
|
(96,772
|
)
|
|
|
(84,143
|
)
|
Accumulated other comprehensive loss
|
|
|
(1,070
|
)
|
|
|
(71
|
)
|
Total Campus Crest Communities, Inc. stockholders' equity
|
|
|
677,437
|
|
|
|
690,388
|
|
Noncontrolling interests
|
|
|
4,513
|
|
|
|
4,593
|
|
Total equity
|
|
|
681,950
|
|
|
|
694,981
|
|
Total liabilities and equity
|
|
$
|
1,250,900
|
|
|
$
|
1,182,679
|
|
See accompanying notes to consolidated financial
statements.
CAMPUS
CREST COMMUNITIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
(Unaudited)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Student housing rental
|
|
$
|
23,635
|
|
|
$
|
20,748
|
|
Student housing services
|
|
|
973
|
|
|
|
824
|
|
Development, construction and management services
|
|
|
7,436
|
|
|
|
11,427
|
|
Total revenues
|
|
|
32,044
|
|
|
|
32,999
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Student housing operations
|
|
|
10,613
|
|
|
|
9,690
|
|
Development, construction and management services
|
|
|
6,394
|
|
|
|
10,658
|
|
General and administrative
|
|
|
3,506
|
|
|
|
2,651
|
|
Transaction costs
|
|
|
585
|
|
|
|
385
|
|
Ground leases
|
|
|
117
|
|
|
|
54
|
|
Depreciation and amortization
|
|
|
6,980
|
|
|
|
5,678
|
|
Total operating expenses
|
|
|
28,195
|
|
|
|
29,116
|
|
Equity in earnings of unconsolidated entities
|
|
|
319
|
|
|
|
410
|
|
Operating income
|
|
|
4,168
|
|
|
|
4,293
|
|
|
|
|
|
|
|
|
|
|
Nonoperating income (expense):
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(3,376
|
)
|
|
|
(2,884
|
)
|
Other income
|
|
|
66
|
|
|
|
36
|
|
Total nonoperating expense, net
|
|
|
(3,310
|
)
|
|
|
(2,848
|
)
|
Net income before income tax benefit
|
|
|
858
|
|
|
|
1,445
|
|
Income tax benefit
|
|
|
190
|
|
|
|
452
|
|
Income from continuing operations
|
|
|
1,048
|
|
|
|
1,897
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
270
|
|
Net income
|
|
|
1,048
|
|
|
|
2,167
|
|
Dividends on preferred stock
|
|
|
3,050
|
|
|
|
1,150
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
11
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(1,987
|
)
|
|
$
|
1,006
|
|
|
|
|
|
|
|
|
|
|
Per share data - basic and diluted
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
Income from discontinued operations attributable to common shareholders
|
|
|
-
|
|
|
|
0.01
|
|
Net income (loss) per share attributable to common stockholders
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
64,495
|
|
|
|
46,156
|
|
Diluted
|
|
|
64,929
|
|
|
|
46,591
|
|
CAMPUS
CREST COMMUNITIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE INCOME (LOSS) (CONTINUED)
(In thousands, except per share data)
(Unaudited)
Condensed consolidated statements of comprehensive income (loss):
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,048
|
|
|
$
|
2,167
|
|
Foreign currency translation
|
|
|
(992
|
)
|
|
|
-
|
|
Change in fair value of interest rate derivatives
|
|
|
-
|
|
|
|
59
|
|
Comprehensive income attributable to common stockholders
|
|
|
56
|
|
|
|
2,226
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
11
|
|
Foreign currency translation and change in fair value of interest rate derivatives attributable to noncontrolling interest
|
|
|
7
|
|
|
|
-
|
|
Dividends on preferred stock
|
|
|
3,050
|
|
|
|
1,150
|
|
Comprehensive income (loss) attributable to common stockholders
|
|
$
|
(2,986
|
)
|
|
$
|
1,065
|
|
See accompanying notes to consolidated
financial statements.
CAMPUS
CREST COMMUNITIES, INC.
CONDENSED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)
(In
thousands)
(Unaudited)
|
|
Campus Crest Communities, Inc. Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
Series A
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative
|
|
|
|
|
|
Common and
|
|
|
Accumulated
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable
|
|
|
Common
|
|
|
Preferred Paid-
|
|
|
Deficit and
|
|
|
Comprehensive
|
|
|
Total Stockholders'
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Stock
|
|
|
in Capital
|
|
|
Distributions
|
|
|
Income (Loss)
|
|
|
Equity
|
|
|
Interests
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
$
|
61
|
|
|
$
|
645
|
|
|
$
|
773,896
|
|
|
$
|
(84,143
|
)
|
|
$
|
(71
|
)
|
|
$
|
690,388
|
|
|
$
|
4,593
|
|
|
$
|
694,981
|
|
Amortization of restricted
stock awards and operating partnership units
|
|
|
-
|
|
|
|
-
|
|
|
|
677
|
|
|
|
-
|
|
|
|
-
|
|
|
|
677
|
|
|
|
-
|
|
|
|
677
|
|
Dividends on preferred
stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,050
|
)
|
|
|
-
|
|
|
|
(3,050
|
)
|
|
|
|
|
|
|
(3,050
|
)
|
Dividends on common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(10,642
|
)
|
|
|
-
|
|
|
|
(10,642
|
)
|
|
|
-
|
|
|
|
(10,642
|
)
|
Dividends to noncontrolling
interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(72
|
)
|
|
|
(72
|
)
|
Foreign currency translation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(999
|
)
|
|
|
(999
|
)
|
|
|
7
|
|
|
|
(992
|
)
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,063
|
|
|
|
-
|
|
|
|
1,063
|
|
|
|
(15
|
)
|
|
|
1,048
|
|
Balance at March
31, 2014
|
|
$
|
61
|
|
|
$
|
645
|
|
|
$
|
774,573
|
|
|
$
|
(96,772
|
)
|
|
$
|
(1,070
|
)
|
|
$
|
677,437
|
|
|
$
|
4,513
|
|
|
$
|
681,950
|
|
See accompanying notes to condensed
consolidated financial statements.
CAMPUS CREST COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(In thousands)
(Unaudited)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,048
|
|
|
$
|
2,167
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
6,980
|
|
|
|
5,678
|
|
Depreciation included in discontinued operations
|
|
|
-
|
|
|
|
761
|
|
Amortization of deferred financing costs and debt discount
|
|
|
665
|
|
|
|
358
|
|
Provision for bad debts
|
|
|
403
|
|
|
|
343
|
|
Proceeds received for business interruption insurance
|
|
|
725
|
|
|
|
-
|
|
Equity in earnings of unconsolidated entities
|
|
|
(319
|
)
|
|
|
(410
|
)
|
Distributions of accumulated earnings from unconsolidated entities
|
|
|
-
|
|
|
|
85
|
|
Share-based compensation expense
|
|
|
677
|
|
|
|
576
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
(216
|
)
|
|
|
452
|
|
Student receivables
|
|
|
(396
|
)
|
|
|
(48
|
)
|
Construction billings
|
|
|
1,730
|
|
|
|
(2,929
|
)
|
Accounts payable and accrued expenses
|
|
|
(6,657
|
)
|
|
|
514
|
|
Other
|
|
|
(2,356
|
)
|
|
|
(4,080
|
)
|
Net cash provided by operating activities
|
|
|
2,284
|
|
|
|
3,467
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
Investments in development in process
|
|
|
(29,016
|
)
|
|
|
(23,718
|
)
|
Investments in student housing properties
|
|
|
(1,295
|
)
|
|
|
(1,977
|
)
|
Acquisition of student housing properties
|
|
|
-
|
|
|
|
(13,801
|
)
|
Acquisition of previously unconsolidated entity, net of cash acquired
|
|
|
(7,661
|
)
|
|
|
-
|
|
Investments in unconsolidated entities
|
|
|
(41,382
|
)
|
|
|
(139,051
|
)
|
Insurance proceeds received for damaged assets
|
|
|
590
|
|
|
|
-
|
|
Issuance of notes receivable
|
|
|
-
|
|
|
|
(36,245
|
)
|
Capital distributions from unconsolidated entities
|
|
|
4,333
|
|
|
|
389
|
|
Purchase of corporate fixed assets
|
|
|
(1,912
|
)
|
|
|
(1,265
|
)
|
Change in restricted cash
|
|
|
12,084
|
|
|
|
(109,109
|
)
|
Net cash used in investing activities
|
|
|
(64,259
|
)
|
|
|
(324,777
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from mortgage and construction loans
|
|
|
2,001
|
|
|
|
7,736
|
|
Repayments of mortgage and construction loans
|
|
|
(608
|
)
|
|
|
(12,935
|
)
|
Proceeds from line of credit and other debt
|
|
|
72,500
|
|
|
|
58,000
|
|
Repayments of line of credit and other debt
|
|
|
(15,300
|
)
|
|
|
(17,800
|
)
|
Debt issuance costs
|
|
|
(575
|
)
|
|
|
(256
|
)
|
Dividends paid to preferred stockholders
|
|
|
(3,050
|
)
|
|
|
(1,150
|
)
|
Dividends paid to common stockholders
|
|
|
(10,643
|
)
|
|
|
(6,167
|
)
|
Dividends to noncontrolling interests
|
|
|
(72
|
)
|
|
|
(72
|
)
|
Proceeds from sale of common stock
|
|
|
-
|
|
|
|
312,743
|
|
Payment of offering costs
|
|
|
-
|
|
|
|
(13,036
|
)
|
Net cash provided by financing activities
|
|
|
44,253
|
|
|
|
327,063
|
|
Net change in cash and cash equivalents
|
|
|
(17,722
|
)
|
|
|
5,753
|
|
Cash and cash equivalents at beginning of period
|
|
|
32,054
|
|
|
|
5,970
|
|
Cash and cash equivalents at end of period
|
|
$
|
14,332
|
|
|
$
|
11,723
|
|
CAMPUS CREST COMMUNITIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (CONTINUED)
(In thousands)
(Unaudited)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
Cash paid for interest, net of amounts capitalized
|
|
$
|
3,357
|
|
|
$
|
1,909
|
|
Cash paid for income taxes
|
|
|
376
|
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activity:
|
|
|
|
|
|
|
|
|
Common and preferred stock dividends declared but not paid
|
|
$
|
13,763
|
|
|
$
|
11,850
|
|
Change in payables related to dividends to common and preferred stockholders and noncontrolling interest
|
|
|
(2
|
)
|
|
|
4,461
|
|
Insurance proceeds receivable related to damaged assets
|
|
|
485
|
|
|
|
-
|
|
Change in payables related to capital expenditures
|
|
|
9,112
|
|
|
|
(2,040
|
)
|
Assumption of mortgage debt related to purchase of previously unconsolidated entities
|
|
|
16,822
|
|
|
|
-
|
|
Change in payables related to investment in unconsolidated entities
|
|
|
-
|
|
|
|
4,146
|
|
See accompanying notes to consolidated financial
statements.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
1.
Organization and Description of Business
Campus Crest Communities,
Inc., together with its subsidiaries, referred to herein as the “Company,” “we,” “us,” “our,”
and “Campus Crest,” is a self-managed, self-administered and vertically-integrated real estate investment trust (“REIT”)
focused on developing, building, owning and managing a diversified portfolio of high-quality, residence life focused student housing
properties. We currently own the sole general partner interest and own limited partner interests in Campus Crest Communities Operating
Partnership, LP (the “Operating Partnership”). We hold substantially all of our assets, and conduct substantially all
of our business, through the Operating Partnership.
We have made
an election to qualify, and we believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal
Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, we generally will not be subject to U.S.
federal income tax to the extent that we meet the organizational and operational requirements and our distributions equal or exceed
90.0% of REIT taxable income. For all periods subsequent to the REIT election, we have met the organizational and operational requirements
and distributions have exceeded net taxable income.
We have made
the election to treat Campus Crest TRS Holdings, Inc. ("TRS Holdings"), our wholly-owned subsidiary, as a taxable REIT
subsidiary (“TRS”). TRS Holdings holds the development, construction and management companies that provide services
to entities in which we do not own 100% of the equity interests. As a TRS, the operations of TRS Holdings and its subsidiaries
are generally subject to federal, state and local income and franchise taxes.
As of March
31, 2014, we had ownership interests in 41 operating student housing Grove properties containing approximately 8,153 apartment
units and 22,309 beds. Thirty-two of our Grove properties are wholly-owned and nine of our Grove properties are owned through joint
ventures with Harrison Street Real Estate Capital ("HSRE") or with HSRE and Brandywine Realty Trust ("Brandywine").
As of March 31, 2014, we also owned interests in 28 operating student housing Copper Beech properties containing approximately
5,047 units and 13,177 beds, and one wholly owned re-development property containing approximately 382 units and 629 beds. Our
portfolio consists of the following:
|
|
Properties in
|
|
|
Properties Under
|
|
|
|
Operation
|
|
|
Construction
(1)
|
|
Wholly owned Grove properties
|
|
|
32
|
|
|
|
4
|
|
Joint Venture Grove properties
|
|
|
9
|
|
|
|
2
|
|
Total Grove Properties
|
|
|
41
|
|
|
|
6
|
|
Joint Venture evo properties
|
|
|
-
|
|
|
|
3
|
|
CB Portfolio
|
|
|
28
|
|
|
|
1
|
|
Total Portfolio
(2)
|
|
|
69
|
|
|
|
10
|
|
|
(1)
|
For delivery in the 2014-2015 academic year, consolidated entities under construction include The
Grove at Slippery Rock, Pennsylvania, The Grove at Grand Forks, North Dakota, The Grove at Gainesville, Florida, and The Grove
at Mt. Pleasant, Michigan. For delivery in the 2014-2015 academic year, joint venture properties under construction include evo
at Cira Centre South, Pennsylvania, The Grove at Louisville, Kentucky, The Grove at Greensboro, North Carolina, evo à Square
Victoria, Montreal, and evo à Sherbrooke, Montreal. We also have an interest in a Copper Beech property under construction,
Copper Beech at Ames.
|
|
(2)
|
The re-development of our 100% owned property in Toledo, OH, which was acquired in March 2013,
is excluded. We expect to announce more details on the redevelopment in 2014.
|
2. Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying condensed
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.
GAAP”), as well as instructions to Form 10-Q, and represent our financial position, results of operations and cash flows.
Third party equity interests in the Operating Partnership are reflected as noncontrolling interests in our condensed consolidated
financial statements. We also have interests in unconsolidated real estate ventures which have ownership in several property owning
entities that are accounted for under the equity method. All significant intercompany balances and transactions have been eliminated.
The unaudited interim
condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and
accompanying notes for the year ended December 31, 2013 included in our Annual Report on Form 10-K for the year ended December
31, 2013 filed with the Securities and Exchange Commission. The results of operations and cash flows for any interim period are
not necessarily indicative of results for other interim periods or the full year. Certain prior period amounts have been reclassified
to conform to the current period presentation primarily related to discontinued operations associated with asset dispositions.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Use of Estimates
The preparation of
condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant assumptions and
estimates are used by management in recognizing construction and development revenue under the percentage of completion method,
useful lives of student housing properties, valuation of investment in real estate, valuation allowance on deferred tax assets,
initial valuation and underlying allocation of purchase price to newly acquired student housing properties, determination of fair
value for impairment assessments, and fair value of financial assets and liabilities, including derivatives, fair value of the
debt and equity components of the exchangeable notes at the date of issuance and allowance for doubtful accounts. Actual results
could differ from those estimates and such differences may be material to the condensed consolidated financial statements. Estimates
and assumptions are reviewed periodically and the effect of such revisions are reflected prospectively in the period in which they
occur.
Investments in Real Estate and Depreciation
Investment in real
estate is recorded at historical cost. Major improvements that extend the life of an asset are capitalized and depreciated over
a period equal to the shorter of the life of the improvement or the remaining useful life of the asset. The cost of ordinary repairs
and maintenance are charged to expense when incurred. Depreciation and amortization are recorded on a straight-line basis over
the estimated useful lives of the assets as follows:
Land improvements
|
|
15 years
|
Buildings and leasehold improvements
|
|
10-40 years
|
Furniture, fixtures and equipment
|
|
2-15 years
|
The cost of buildings
and improvements includes all pre-development, entitlement and project costs directly associated with the development and construction
of a real estate project, which include interest, property taxes and the amortization of deferred financing costs recognized while
the project is under construction, as well as certain internal costs related to the development and construction of our student
housing properties. All costs are capitalized as development in process until the asset is ready for its intended use, which is
typically at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation
commences. Interest totaling approximately $1.9 million and $0.6 million was capitalized during the three months ended March 31,
2014 and 2013, respectively.
We capitalize costs
during the development of assets beginning with the determination that development of a future asset is probable until the asset,
or a portion of the asset, is delivered and is ready for its intended use. During development efforts we capitalize all direct
costs and indirect costs that have been incurred as a result of the development. These costs include interest, related loan fees
and property taxes as well as other direct and indirect costs. We capitalize interest costs for debt incurred for project specific
financing and for capital contributions to equity method investees who utilize such funds for construction-related activities.
Indirect project costs, which include personnel and office and administrative costs that are clearly associated with our development
and redevelopment efforts, are capitalized. Indirect costs not clearly related to acquisition, development, redevelopment and construction
activity, including general and administrative expenses, are expensed in the period incurred. Capitalized indirect costs associated
with our development activities were $3.3 million and $2.1 million for the three ended March 31, 2014 and 2013, respectively. All
such costs are capitalized as development in process until the asset is delivered and ready for its intended use, which is typically
at the completion of the project. Upon completion, costs are transferred into the applicable asset category and depreciation commences.
Pre-development costs are capitalized when
they are directly identifiable with the specific property and would be capitalized if the property were already acquired and acquisition
of the property or an option to acquire the property is probable. Capitalized pre-development costs are expensed when management
believes it is no longer probable that a contract will be executed and/or construction will commence. Because we frequently incur
these pre-development expenditures before a financing commitment and/or required permits and authorizations have been obtained,
we bear the risk of loss of these pre-development expenditures if financing cannot ultimately be arranged on acceptable terms or
if we are unable to successfully obtain the required permits and authorizations. As such, management evaluates the status of projects
where we have not yet acquired the target property or where we have not yet commenced construction on a periodic basis and expenses
any pre-development costs related to projects whose current status indicates the acquisition or commencement of construction is
not probable. Such write-offs are included within development, construction, and management services in the accompanying condensed
consolidated statements of operations and comprehensive income (loss). As of March 31, 2014 and December 31, 2013, we had deferred
approximately $11.9 million and $10.5 million, respectively, in pre-development costs related to development projects for which
construction has not commenced. Included within the March 31, 2014 balance were costs associated with nine land parcels that could
be used for the development of nine properties (within either our
wholly-owned
portfolio or as contributions to joint venture projects) with an aggregate bed count ranging from approximately 4,300 to 4,700.
Such costs are included in development in process on the accompanying condensed consolidated balance sheets.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Management assesses
whether there has been impairment in the value of our investment in real estate whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of investment in real estate is measured by a comparison
of the carrying amount of a student housing property to the estimated future undiscounted cash flows expected to be generated by
the property. Impairment is recognized when estimated future undiscounted cash flows, including proceeds from disposition, are
less than the carrying value of the property. The estimation of future undiscounted cash flows is inherently uncertain and relies
on assumptions regarding current and future economics and market conditions. If such conditions change, then an adjustment reducing
the carrying value of our long-lived assets could occur in the future period in which conditions change. To the extent that a property
is impaired, the excess of the carrying amount of the property over its estimated fair value is recorded as an impairment charge.
Fair value is determined based upon the discounted cash flows of the property, quoted market prices or independent appraisals,
as considered necessary.
Property Acquisitions
We allocate the purchase
price of acquired properties to net tangible and identified intangible assets and liabilities based on relative fair values of
these assets and liabilities. Fair value estimates are based on information obtained from independent appraisals, market data,
information obtained during due diligence and information related to the marketing and leasing at the specific property. The value
of in-place leases is based on the difference between (i) the property valued with existing in-place leases adjusted to market
rental rates and (ii) the property valued “as-if” vacant. As lease terms are typically one year or less, rates on in-place
leases generally approximate market rental rates. Factors considered in the valuation of in-place leases include an estimate of
the carrying costs during the expected lease-up period considering current market conditions, nature of the tenancy and costs to
execute similar leases. Carrying costs include estimates of lost rentals at market rates during the expected lease-up period, net
of variable operating expenses. The value of in-place leases is amortized on a straight-line basis over the remaining initial term
of the respective leases, generally less than one year. The purchase price of property acquisitions is not expected to be allocated
to tenant relationships, considering the terms of the leases and the expected levels of renewals. Acquisition-related costs such
as due diligence, legal, accounting and advisory fees are either expensed as incurred for acquisitions that are consolidated or
capitalized for acquisitions accounted for under the equity method of accounting.
Ground Leases
Ground lease expense
is recognized on a straight-line basis over the term of the related lease.
Cash, Cash Equivalents, and Restricted
Cash
We consider all highly
liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash is excluded from cash
for the purpose of preparing the condensed consolidated statements of cash flows. We maintain cash balances in various banks. At
times our balances may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). We do not believe
this presents significant exposure for our business.
Restricted cash includes
escrow accounts held by lenders for the purpose of paying taxes, insurance and funding capital improvements. In certain instances,
restricted cash consists of funds, required by a counter-party to our derivative contracts, to serve as collateral for future settlements
of those derivative contracts. At March 31, 2014 and December 31, 2013, we held approximately $15.6 million and $28.2 million,
respectively, with a qualified intermediary to facilitate a tax deferred Section 1031 like-kind exchange in conjunction with the
disposition of four properties. Our funds in escrow are typically held in interest bearing accounts covered under FDIC insurance
subject to applicable limits.
Deferred Financing Costs
We defer costs incurred
in obtaining financing and amortize the costs using the straight-line method, which approximates the effective interest method,
over the expected terms of the related loans. Upon repayment of the underlying debt agreement, any unamortized costs are charged
to earnings. Deferred financing costs, net of accumulated amortization, are included in other assets, net in the accompanying condensed
consolidated balance sheets.
Noncontrolling Interests
Noncontrolling interests represent the
portion of equity in our consolidated subsidiaries which is not attributable to the stockholders. Accordingly, noncontrolling interests
are reported as a component of equity, separate from stockholders’ equity, in the accompanying condensed consolidated balance
sheets. On the condensed consolidated statements of operations and comprehensive
income
(loss), operating results are reported at their consolidated amounts, including both the amount attributable to us and to noncontrolling
interests.
Real Estate Ventures
We hold interests
in our properties, both under development and in operation, through interests in both consolidated and unconsolidated real estate
ventures. We assess our investments in real estate ventures to determine if a venture is a variable interest entity (“VIE”).
Generally, an entity is determined to be a VIE when either (1) the equity investors (if any) lack one or more of the essential
characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity’s
activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate
to their economic interests and substantially all of the activities of the entity involve or are conducted on behalf of an investor
with disproportionately small voting interest. We consolidate entities that are VIEs and for which we are determined to be the
primary beneficiary. In instances where we are not the primary beneficiary, we do not consolidate the entity for financial reporting
purposes. The primary beneficiary is the entity that has both (1) the power to direct the activities that most significantly impact
the VIE’s economic performance and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could
potentially be significant to the VIE. Entities that are not defined as VIEs are consolidated where we are the general partner
(or the equivalent) and the limited partners (or the equivalent) in such investments do not have rights which would preclude control.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
For entities
where we are the general partner (or the equivalent), but do not control the real estate venture, as the other partners (or the
equivalent) hold substantive participating rights, we use the equity method of accounting. For entities where we are a limited
partner (or the equivalent), management considers factors such as ownership interest, voting control, authority to make decisions
and contractual and substantive participating rights of the partners (or the equivalent) to determine if the presumption that the
general partner controls the entity is overcome. In instances where these factors indicate we control the entity, we consolidate
the entity; otherwise we account for our investments using the equity method of accounting.
Under the equity
method, investments are initially recognized in the balance sheet at cost and are subsequently adjusted to reflect our proportionate
share of net earnings or losses of the entity, distributions received, contributions and certain other adjustments, as appropriate.
Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is
amortized as an adjustment to equity in earnings of unconsolidated entities. When circumstances indicate there may have been a
loss in value of an equity method investment below its carrying value, and we determine the loss in value is other than temporary,
we recognize an impairment charge to reflect the investment at fair value.
Segments
We define business
segments by their distinct customer base and services provided. We have identified two reportable business segments: (i) student
housing operations and (ii) development, construction and management services. We evaluate the performance of our operating segments
based on operating income. All inter-segment sales pricing is based on current market conditions. Unallocated corporate amounts
include general expenses associated with managing our two reportable operating segments.
Student Housing Revenue
Students are required
to execute lease contracts with payment schedules that vary from annual to monthly payments. We recognize revenues on a straight-line
basis over the term of the lease contracts. Generally, each executed contract is required to be accompanied by a signed parental
guaranty. Amounts received in advance of the occupancy period or prior to the contractual due date are recorded as deferred revenues
and included in other liabilities on the accompanying condensed consolidated balance sheets. Service revenue is recognized when
earned.
Development, Construction and Management
Services
Development and construction
service revenue is recognized using the percentage of completion method, as determined by construction costs incurred relative
to total estimated construction costs. For the purpose of applying this method, significant estimates are necessary to determine
the percentage of completion as of the balance sheet date. This method is used because management considers total cost to be the
best measure of progress toward completion of the contract. Any changes in significant judgments and/or estimates used in determining
construction and development revenue could significantly change the timing or amount of construction and development revenue recognized.
Development
and construction service revenue is recognized for contracts with entities we do not consolidate. For projects where revenue is
based on a fixed price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net
profit ultimately recognized on those projects. Profit derived from these projects is eliminated to the extent of our interest
in the unconsolidated entity. Any incentive fees, net of the impact of our ownership interest if the entity is unconsolidated,
are recognized when the project is complete and performance has been agreed upon by all parties, or when performance has been verified
by an independent third party. When total development or construction costs at completion exceed the fixed price set forth within
the related contract, such cost overruns are recorded as additional investment in the unconsolidated entity. Entitlement fees and
arrangement fees, where applicable, are recognized when earned based on the terms of the related contracts.
Management fees
are recognized when earned in accordance with each management contract. Incentive management fees are recognized when the incentive
criteria are met.
Allowance for Doubtful Accounts
Allowances for student
receivables are maintained to reduce our receivables to the amount that management estimates to be collectible, which approximates
fair value. The allowance is estimated based on past due balances not received on contractual terms, as well as historical collections
experience and current economic and business conditions. When management has determined that receivables are uncollectible, they
are written off against the allowance for doubtful accounts. Recoveries of accounts previously written off are recorded when received.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Derivative Instruments and Hedging
Activities
We enter into interest
rate cap and interest rate swap agreements to manage floating interest rate exposure with respect to amounts borrowed, or forecasted
to be borrowed, under credit facilities. These contracts effectively exchange existing or forecasted obligations to pay interest
based on floating rates for obligations to pay interest based on fixed rates.
All derivative
instruments are recognized as either assets or liabilities on the condensed consolidated balance sheets at their respective fair
values. Changes in fair value are recognized either in earnings or as other comprehensive income (loss), depending on whether the
derivative has been designated as a cash flow hedge and whether it qualifies as part of a hedging relationship, the nature of the
exposure being hedged and how effective the derivative is at offsetting movements in underlying exposure. We discontinue hedge
accounting when: (i) we determine that the derivative is no longer effective in offsetting changes in the cash flows of a hedged
item; (ii) the derivative expires or is sold, terminated or exercised; (iii) it is no longer probable that the forecasted transaction
will occur; or (iv) management determines that designating the derivative as a hedging instrument is no longer appropriate. In
situations in which hedge accounting is not initially designated, or is discontinued and a derivative remains outstanding, gains
and losses related to changes in the fair value of the derivative instrument are recorded in current period earnings as a component
of other income (loss) line item on the accompanying condensed consolidated statements of operations and comprehensive income (loss).
Also included within this line item are any required monthly settlements on the swaps as well as any cash settlements paid.
Income Taxes
We have made an election
to qualify, and believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code.
Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results,
various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income,
the composition and values of our assets, our distribution levels and the diversity of ownership of our stock. We believe that
we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and
that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.
As a REIT, we
generally will not be subject to U.S. federal and state income tax on taxable income that we distribute currently to our stockholders.
If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject
to U.S. federal income tax at regular corporate rates and generally will be precluded from qualifying as a REIT for the subsequent
four taxable years following the year during which we lost our REIT qualification. Accordingly, our failure to qualify as a REIT
could materially and adversely affect us, including our ability to make distributions to our stockholders in the future.
We have made
the election to treat TRS Holdings, our subsidiary which holds our development, construction and management companies that provide
services to entities in which we do not own 100% of the equity interests, as a TRS. As a TRS, the operations of TRS Holdings and
its subsidiaries are generally subject to federal, state and local income and franchise taxes. Our TRS accounts for its income
taxes in accordance with U.S. GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements
or tax returns. Deferred tax assets and liabilities of the TRS entities are recognized based on the difference between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.
We follow a
two-step approach for evaluating uncertain tax positions. Recognition (step one) occurs when we conclude that a tax position, based
solely on its technical merits, is more-likely-than-not (a likelihood of more than 50 percent) to be sustained upon examination.
Measurement (step two) determines the amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition
of a tax position that was previously recognized would occur when we subsequently determined that a tax position no longer met
the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute for derecognition of tax
positions is prohibited.
Comprehensive Income (Loss)
Comprehensive income
(loss) includes net income (loss) and other comprehensive income (loss), which consists of unrealized gains (losses) on derivative
instruments and foreign currency translation adjustments. Comprehensive income (loss) is presented in the accompanying condensed
consolidated statements of operations and comprehensive income (loss), and accumulated other comprehensive income (loss) is displayed
as a separate component of stockholders’ equity.
Stock-Based Compensation
We grant restricted
stock and restricted OP Unit awards that typically vest over either a three or five year period. A restricted stock or OP Unit
award is an award of shares of our common stock or OP Units that are subject to restrictions on transferability and other restrictions
determined by our compensation committee at the date of grant. A grant date is established for a restricted stock award or restricted
OP Unit award upon approval from our compensation committee and Board of Directors. The restrictions may lapse over a specified
period of employment or the satisfaction of pre-established criteria as our compensation committee may determine. Except to the
extent restricted under the award agreement, a participant awarded restricted stock or OP Units has all the rights of a stockholder
or OP Unit holder as to these shares or units, including the right to vote and the right to receive dividends or distributions
on the shares or units. The fair value of the award is determined based on the market value of our common stock on the grant date
and is recognized on a straight-line basis over the applicable vesting period for the entire award with cost recognized at the
end of any period being at least equal to the shares that were then vested.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Foreign Currency
Transactions denominated
in foreign currencies are recorded in local currency at actual exchange rates at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet dates are reported at the rates of exchange prevailing at those
dates. Any gains or losses arising on monetary assets and liabilities from a change in exchange rates subsequent to the date of
the transaction have been included in costs and expenses in the accompanying condensed consolidated statements of operations. As
of March 31, 2014, we had foreign currency exposure to the Canadian dollar. The aggregate transaction gains and losses included
in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2014 were
not
significant
.
The financial statements
of certain equity method investees and certain foreign subsidiaries are translated from their respective functional currencies
into U.S. dollars using current and historical exchange rates. Translation adjustments resulting from this process are reported
separately and accumulated as a component of accumulated other comprehensive income (loss) in stockholders' equity (deficit) in
the accompanying condensed consolidated balance sheets. Upon sale or liquidation of our investments, the translation adjustment
would be reported as part of the gain or loss on sale or liquidation. During the three months ended March 31, 2014, we recognized
a foreign currency translation loss of approximately $1.0 million related to our investment in CSH Montreal LP in the accompanying
condensed consolidated statements of comprehensive income (loss).
Insurance Recoveries
Insurance recoveries
are amounts due or received under our applicable insurance policies for asset damage and business interruption relating to the
previously disclosed fire at The Grove at Pullman, Washington. Business interruption recovery is recorded when realized and included
as a reduction within student housing operations expenses within the condensed consolidated statements of operations. For the three
months ended March 31, 2014, we recognized approximately $0.6 million of business interruption recovery.
Recent Accounting Pronouncements
In July 2013, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, "Income
Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a
Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)." This ASU states that an unrecognized
tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred
tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain situations.
This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption
and retrospective application are permitted. The amendments should be applied prospectively to all unrecognized tax benefits that
exist at the effective date. The adoption of this amendment did not have a material impact on the Company’s condensed consolidated
financial statements.
In March 2013, the
FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation
Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign
Entity.” This ASU provides guidance on releasing cumulative translation adjustments to net income when an entity ceases to
have a controlling financial interest in a subsidiary or business within a foreign entity. The cumulative translation adjustments
should be released only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity
in which the subsidiary or group of assets resides. This ASU is effective on a prospective basis for fiscal years and interim reporting
periods within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of this amendment
did not have a material impact on the Company’s condensed consolidated financial statements.
In February 2013,
the FASB issued ASU 2013-04, Liabilities (Topic 405); Obligations Resulting from Joint and Several Liability Arrangements for
Which the Total Amount of the Obligation is Fixed at the Reporting Date. ASU 2013-04 requires an entity to measure obligations
resulting from joint and several liability arrangements for which the total amount of the obligation is fixed as the sum of the
amount the entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the entity expects
to pay on behalf of its co-obligors. The new standard is effective for fiscal years ending after December 15, 2013 and interim
and annual periods thereafter. ASU 2013-04 is to be applied retrospectively to all prior periods presented for those obligations
resulting from joint and several liability arrangements within the ASU’s scope that exist at the beginning of an entity’s
fiscal year of adoption. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this guidance
did not have a material effect on our condensed consolidated financial statements.
In April 2014, the
FASB issued ASU No. 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)
- Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the threshold
for disclosing discontinued operations and the related disclosure requirements. Pursuant to ASU 2014-08, only disposals representing
a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented
as a discontinued operation. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014 with early adoption
permitted but only for disposals or classifications as held for sale which have not been reported in financial statements previously
issued or available for issuance. The Company implemented the provisions of the ASU as of January 1, 2014. The adoption of this
guidance did not have a material effect on our condensed consolidated financial statements.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
3.
Student Housing Properties
The following is a
summary of our student housing properties, net for the periods presented (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Land
|
|
$
|
63,117
|
|
|
$
|
58,439
|
|
Buildings and improvements
|
|
|
624,755
|
|
|
|
597,141
|
|
Furniture, fixtures and equipment
|
|
|
63,064
|
|
|
|
60,705
|
|
|
|
|
750,936
|
|
|
|
716,285
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation
|
|
|
(108,214
|
)
|
|
|
(102,356
|
)
|
|
|
$
|
642,722
|
|
|
$
|
613,929
|
|
In January 2014, we
acquired the outstanding 80% interest in The Grove at Denton, Texas, from HSRE resulting in an increase to our student housing
properties (see Note 4).
4.
Business Acquisitions
Denton, Texas Acquisition
In
January 2014, we acquired from HSRE their 80% ownership interest in HSRE IV, in which we previously held a 20% interest and
which owns The Grove at Denton, Texas, for approximately $7.7 million as we believe this property to be allowed with our
inventory strategy. Prior to the acquisition of this interest, we accounted for our ownership interest in the property under
the equity method. In connection with evaluating our investment in HSRE IV for impairment as of December 31, 2013, we
recognized a loss of approximately $0.3 million for the other than temporary decline in value of our previously held equity
interest in the property. The acquisition date fair value of the Company’s equity interest in HSRE IV immediately
before the acquisition of the remaining interest in HSRE IV was $1.9 million based on the purchase price of the
transaction. Subsequent to our acquisition of this interest, we consolidated the balance sheet and results of operations of
The Grove at Denton, Texas.
Since the acquisition date, the acquired property has contributed a total of $0.7 million
in revenue and $0.1 million in earnings for the quarter ended March 31, 2014.
The
following table is a preliminary allocation of the purchase price and all amounts are subject to the completion of our
allocation analysis and final valuations (in thousands):
Land
|
|
$
|
4,678
|
|
Buildings and improvements
|
|
|
18,481
|
|
Furniture, fixtures and equipment
|
|
|
2,240
|
|
In-place leases
|
|
|
1,494
|
|
Other
|
|
|
(495
|
)
|
Fair value of debt at acquisition
|
|
|
(16,822
|
)
|
|
|
|
9,576
|
|
Less estimated fair value of interest owned prior to acquisition
|
|
|
(1,915
|
)
|
|
|
$
|
7,661
|
|
5. Investment in Unconsolidated
Entities
We have investments
in real estate ventures with HSRE, the former members (the “CB Investors”) of Copper Beech Townhome Communities, LLC
("CBTC") and Copper Beech Townhome Communities (PA), LLC (“CBTC PA,” together with CBTC, "Copper Beech"),
and Beaumont Partners SA (“Beaumont”) that we do not consolidate. These joint ventures are engaged primarily in developing,
constructing, owning and managing student housing properties. Both we and our joint venture partners hold joint approval rights
for major decisions, including those regarding property acquisition and disposition as well as property operation. As such, we
have significant influence but not control in these joint ventures and account for them under the equity method of accounting.
We act as the
operating member and day-to-day manager for our investments with HSRE and Beaumont and earn fees for these management services.
Additionally, we provide development and construction services to our ventures with HSRE, Copper Beech and Beaumont and recognize
fees as the services are performed.
In
January 2014, CSH Montreal LP (“CSH Montreal”), our joint venture with Beaumont, acquired ownership of HIM Holdings
LP (“HIM Holdings”), an entity formed to facilitate the acquisition of the Holiday Inn Midtown in Montréal,
Québec for approximately CAD 65 million ($58.6 million). CSH Montreal intends to convert the property into an upscale evo
student housing tower near McGill University. In connection with the acquisition of the Holiday Inn property, we increased our
ownership interest from 20.0% to 35.0% in CSH Montreal, the joint venture that holds the evo à Sherbrooke (Holiday Inn Midtown)
and the previously announced evo à Square Victoria. In January 2014, with the acquisition of the Holiday Inn Midtown
property, we provided CAD 16.0 million ($14.4 million) of preferred bridge equity financing to CSH Montreal. If our preferred equity
is not repaid in full on or prior to September 2, 2014, it will effectively convert to a common interest in CSH Montreal, which
would result in us holding a 60.54% interest in CSH Montreal (while Beaumont and its partners would own the remaining 39.46% interest
in CSH Montreal).
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
In
conjunction with the Holiday Inn Midtown acquisition, CSH Montreal entered into a CAD 112.0 million ($100.9 million) acquisition
and development credit facility to help fund the conversion of both hotels into upscale student housing towers. The credit facility
provides for variable interest-only payments at the higher of the Canadian Prime rate, which was 3.00% at March 31, 2014, plus
a weighted average spread of 3.37% or the Canadian Dealer Offered Rate (“CDOR”), which was 1.23% at March 31, 2014,
plus a weighted average spread of 4.37% through its maturity date on January 13, 2016. This facility has one twelve-month extension
option, subject to lender approval.
In
January 2014, we amended and restated the HSRE-Campus Crest I, LLC operating agreement, which had the effect of exchanging our
preferred interests in The Grove at San Angelo, Texas, and The Grove at Conway, Arkansas, for additional membership interests in
HSRE-Campus Crest I, LLC, effectively increasing our equity investment in the joint venture to 63.9% from 49.9%. HSRE-Campus Crest
I, LLC owns The Grove at San Angelo, Texas, The Grove at Lawrence, Kansas, and The Grove at Conway, Arkansas. In the event the
joint venture is sold, the partners will share equally in the net proceeds. There were no other material changes to the agreement.
We are the guarantor
of the construction and mortgage debt or credit facilities of our joint ventures with HSRE and Beaumont. Details of our unconsolidated
investments at March 31, 2014 are presented in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Number of Properties
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Our
|
|
|
Year
|
|
|
In
|
|
|
Under
|
|
|
Our Total
|
|
|
Amount
|
|
|
Interest
|
|
|
|
Unconsolidated Entities
|
|
Ownership
|
|
|
Founded
|
|
|
Operation
|
|
|
Development
|
|
|
Investment
|
|
|
Outstanding
|
|
|
Rate
|
|
|
Maturity Date / Range
|
HSRE-Campus Crest I, LLC
|
|
|
63.9
|
%
|
|
|
2009
|
|
|
|
3
|
|
|
|
-
|
|
|
$
|
10,578
|
|
|
$
|
32,485
|
|
|
|
2.65
|
%(1)
|
|
2/9/2015
|
HSRE-Campus Crest V, LLC
|
|
|
10.0
|
%
|
|
|
2011
|
|
|
|
3
|
|
|
|
-
|
|
|
|
3,426
|
|
|
|
49,614
|
|
|
|
2.87
|
%(1)
|
|
12/20/2014 – 01/05/2015
|
HSRE-Campus Crest VI, LLC
|
|
|
20.0
|
%
|
|
|
2012
|
|
|
|
3
|
|
|
|
-
|
|
|
|
13,527
|
|
|
|
32,998
|
|
|
|
2.52
|
%(1)
|
|
5/08/2015 – 12/19/2015
|
HSRE-Campus Crest IX, LLC
|
|
|
30.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
1
|
|
|
|
18,573
|
|
|
|
23,795
|
|
|
|
2.35
|
%(1)
|
|
7/25/2016
|
HSRE-Campus Crest X, LLC
|
|
|
30.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
2
|
|
|
|
9,389
|
|
|
|
9,224
|
|
|
|
2.33
|
%(1)
|
|
9/06/2016-9/30/2018
|
CB Portfolio
|
|
|
67.0
|
%(3)
|
|
|
2013
|
|
|
|
28
|
|
|
|
-
|
|
|
|
254,252
|
|
|
|
390,936
|
|
|
|
5.65
|
%(1)
|
|
6/01/2014 – 10/01/2020
|
CB Ames
|
|
|
67.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
1
|
|
|
|
11,758
|
|
|
|
-
|
|
|
|
n/a
|
|
|
n/a
|
CSH Montreal LP
|
|
|
35.0
|
%(4)
|
|
|
2013
|
|
|
|
-
|
|
|
|
2
|
|
|
|
36,238
|
|
|
|
61,831
|
|
|
|
6.37
|
%(1)
|
|
1/13/2016
|
Other
|
|
|
20.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,560
|
|
|
|
-
|
|
|
|
n/a
|
|
|
n/a
|
Total
Unconsolidated Entities
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
6
|
|
|
$
|
359,301
|
|
|
$
|
600,883
|
|
|
|
4.98
|
%
|
|
|
|
(1)
|
Variable interest rates.
|
|
(2)
|
Comprised of fixed rate debt.
|
|
(3)
|
As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio.
|
|
(4)
|
As of March 31, 2014, we had
CAD 16.0 million ($14.4 million)
of preferred bridge equity
in CSH Montreal. See discussion above.
|
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
The following is a
summary of the combined financial position of our unconsolidated entities with HSRE and CSH Montreal in their entirety, not only
our interest in the entities, including provisional fair value balances that are subject to our allocation analyses and appraisals,
for the periods presented (amounts in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Assets
|
|
|
|
|
|
|
|
|
Student housing properties, net
|
|
$
|
321,644
|
|
|
$
|
289,797
|
|
Development in process
|
|
|
120,444
|
|
|
|
81,994
|
|
Other assets
|
|
|
18,249
|
|
|
|
15,341
|
|
Total assets
|
|
$
|
460,337
|
|
|
$
|
387,132
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Mortgage and construction loans
|
|
$
|
210,325
|
|
|
$
|
165,445
|
|
Other liabilities
|
|
|
58,800
|
|
|
|
58,948
|
|
Owners' equity
|
|
|
191,212
|
|
|
|
162,739
|
|
Total liabilities and owners' equity
|
|
$
|
460,337
|
|
|
$
|
387,132
|
|
|
|
|
|
|
|
|
|
|
Company's share of historical owners' equity
|
|
$
|
67,446
|
|
|
$
|
41,390
|
|
Preferred investment
(1)
|
|
|
21,799
|
|
|
|
16,468
|
|
Net
difference in carrying value of investment versus net book value of underlying net assets
(2)
|
|
|
4,046
|
|
|
|
5,388
|
|
Carrying value of investment in unconsolidated entities
|
|
$
|
93,291
|
|
|
$
|
63,246
|
|
|
(1)
|
As of March 31, 2014, we had Class B membership interests in The Grove at Indiana, Pennsylvania,
The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.7 million, $2.7 million and
$1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective property being operational. We
also had a CAD 16 million
($14.4 million)
Class A interest in CSH Holdings entitling
us to a commitment fee of 1.0% of the Class A interest each quarter and 10.0% annual return on our investment. As of December 31,
2013, we had Class B membership interests in The Grove at San Angelo, Texas, The Grove at Conway, Arkansas, The Grove at Indiana,
Pennsylvania, The Grove at Greensboro, North Carolina, and The Grove at Louisville, Kentucky, of approximately $2.8 million, $6.4
million, $2.7 million, $2.7 million and $1.9 million, respectively, entitling us to a 9.0% return on our investment upon the respective
property being operational.
|
|
(2)
|
This amount represents the aggregate excess of our carrying amount above our underlying equity
in the net assets of our investments, which is typically amortized over the life of the related asset. The basis differential occurs
primarily due to the difference between the allocated value to acquired entity interests and the venture’s basis in those
interests, the capitalization of additional investment in the unconsolidated entity and the elimination of service related revenue
to the extent of our percentage ownership.
|
The following is a
summary of the financial position reflecting the cost basis of our investments in the Copper Beech entities in their entirety for
the 30 properties in the CB Portfolio as of March 31, 2014 and December 31, 2013 (amounts in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Assets
|
|
|
|
|
|
|
|
|
Student housing properties, net
|
|
$
|
742,530
|
|
|
$
|
748,280
|
|
Intangible assets
|
|
|
23,340
|
|
|
|
37,100
|
|
Other assets
|
|
|
4,948
|
|
|
|
5,201
|
|
Total assets
|
|
$
|
770,818
|
|
|
$
|
790,581
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
|
|
|
|
Mortgage and construction loans
|
|
$
|
417,096
|
|
|
$
|
421,239
|
|
Other liabilities
|
|
|
6,896
|
|
|
|
13,112
|
|
Owners' equity
|
|
|
346,826
|
|
|
|
356,230
|
|
Total liabilities and owners' equity
|
|
$
|
770,818
|
|
|
$
|
790,581
|
|
|
|
|
|
|
|
|
|
|
Company's share of historical owners' equity
|
|
$
|
247,688
|
|
|
$
|
244,964
|
|
Net
difference in carrying value of investment versus net book value of underlying net assets
(1)
|
|
|
18,322
|
|
|
|
16,628
|
|
Carrying value of investment in unconsolidated entity
|
|
$
|
266,010
|
|
|
$
|
261,592
|
|
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
|
(1)
|
This amount represents the aggregate difference between our historical cost basis and the basis
reflected at the entity level, which is typically amortized over the life of the related asset. The basis differential occurs primarily
due to the capitalization of transaction costs incurred to acquire the Company's interest in the entity.
|
The following is a
summary of the combined operating results for our unconsolidated entities with HSRE in their entirety, not only our interest in
the entities, for the periods presented (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Revenues
|
|
$
|
6,456
|
|
|
$
|
4,762
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
3,561
|
|
|
|
2,577
|
|
Interest expense
|
|
|
1,051
|
|
|
|
1,140
|
|
Depreciation and amortization
|
|
|
2,030
|
|
|
|
1,360
|
|
Other (income) expense
|
|
|
(53
|
)
|
|
|
24
|
|
Total expenses
|
|
|
6,589
|
|
|
|
5,101
|
|
Net loss
|
|
$
|
(133
|
)
|
|
$
|
(339
|
)
|
The following is a
summary of the operating results for our unconsolidated Copper Beech entities in their entirety, not only our interest in the entities.
The summary includes the results for 37 properties from March 18, 2013 (the date of the transaction) through March 31, 2013, and
the results for 30 properties from January 1, 2014 through March 31, 2014 (in thousands):
|
|
Three Months
|
|
|
Period from
|
|
|
|
Ended
|
|
|
March 18, 2013 to
|
|
|
|
March 31, 2014
|
|
|
March 31, 2013
|
|
Revenues
|
|
$
|
19,265
|
|
|
$
|
3,591
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
7,300
|
|
|
|
1,310
|
|
Interest expense
|
|
|
2,940
|
|
|
|
799
|
|
Depreciation and amortization
|
|
|
9,777
|
|
|
|
1,723
|
|
Other expenses
|
|
|
339
|
|
|
|
48
|
|
Total expenses
|
|
|
20,356
|
|
|
|
3,880
|
|
Net loss
|
|
$
|
(1,091
|
)
|
|
$
|
(289
|
)
|
6.
Debt
The following is a
summary of our mortgage and construction notes payable, the Credit Facility (defined below) and other debt for the periods presented
(amounts in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Fixed-rate mortgage loans
|
|
$
|
164,894
|
|
|
$
|
165,393
|
|
Variable-rate mortgage loans
|
|
|
16,806
|
|
|
|
-
|
|
Construction loans
|
|
|
42,046
|
|
|
|
40,138
|
|
Line of credit
|
|
|
166,000
|
|
|
|
108,500
|
|
Exchangeable senior notes
|
|
|
96,906
|
|
|
|
96,758
|
|
Other debt
|
|
|
2,394
|
|
|
|
2,694
|
|
|
|
$
|
489,046
|
|
|
$
|
413,483
|
|
Mortgage
and Construction Loans
Mortgage and construction loans are collateralized
by properties and their related revenue streams. Mortgage loans are not cross-defaulted or cross-collateralized with any other
indebtedness. Our mortgage loans generally may not be prepaid prior to maturity; however, in certain cases, prepayment is allowed
subject to certain prepayment penalties. Our construction loan agreements contain representations, warranties, covenants (including
financial covenants upon commencement of operations) and other terms that are customary for construction financing. Construction
loans are generally secured by a first deed of trust or mortgage on each property, primary Uniform Commercial Code filings, and
an assignment of rents, leases and profits from the respective property. Mortgage and construction loans for the periods presented
consisted of the following (in thousands):
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
|
|
Face
Amount
|
|
|
Principal
Outstanding
at 3/31/2014
|
|
|
Principal
Outstanding
at
12/31/2013
|
|
|
Stated Interest
Rate
|
|
|
Interest
Rate at
3/31/2014
|
|
|
Maturity
Date
(1)
|
|
Amortization
|
|
Construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Grove at
Muncie
|
|
$
|
14,567
|
|
|
$
|
12,237
|
|
|
$
|
12,237
|
|
|
|
LIBOR
+ 225 bps
|
|
|
|
2.40
|
%
|
|
7/3/2015
|
|
Interest only
|
|
The Grove at Slippery Rock
|
|
|
17,961
|
|
|
|
|
|
|
|
|
|
|
|
Base
Rate + 115 bps / LIBOR + 215 bps
|
|
|
|
2.30
|
%
|
|
6/21/2016
|
|
Interest only
|
|
The Grove at Fort Collins
|
|
|
19,073
|
|
|
|
19,073
|
|
|
|
17,228
|
|
|
|
LIBOR
+ 190 bps
|
|
|
|
2.05
|
%
|
|
7/13/2015
|
|
Interest Only
|
|
The Grove at Pullman
|
|
|
16,016
|
|
|
|
10,736
|
|
|
|
10,673
|
|
|
|
LIBOR
+ 220 bps
|
|
|
|
2.35
|
%
|
|
9/5/2015
|
|
Interest Only
|
|
The Grove at Grand Forks
|
|
|
16,916
|
|
|
|
-
|
|
|
|
-
|
|
|
|
LIBOR
+ 200 bps
|
|
|
|
2.15
|
%
|
|
2/5/2017
|
|
Interest Only
|
|
Mortgage loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Grove at Denton
|
|
|
17,167
|
|
|
|
16,806
|
|
|
|
-
|
|
|
|
LIBOR
+ 215 bps
|
|
|
|
2.30
|
%
|
|
3/1/2017
|
|
30 years
|
|
The Grove at Milledgeville
|
|
|
16,250
|
|
|
|
15,793
|
|
|
|
15,847
|
|
|
|
6.12
|
%
|
|
|
6.12
|
%
|
|
10/1/2016
|
|
30 years
|
(2)
|
The Grove at Carrollton
and The Grove at Las Cruces
|
|
|
29,790
|
|
|
|
28,954
|
|
|
|
29,052
|
|
|
|
6.13
|
%
|
|
|
6.13
|
%
|
|
10/11/2016
|
|
30 years
|
|
The Grove at Asheville
|
|
|
14,800
|
|
|
|
14,449
|
|
|
|
14,500
|
|
|
|
5.77
|
%
|
|
|
5.77
|
%
|
|
4/11/2017
|
|
30 years
|
(2)
|
The Grove at Ellensburg
|
|
|
16,125
|
|
|
|
16,012
|
|
|
|
16,070
|
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
|
9/1/2018
|
|
30 years
|
(2)
|
The Grove at Nacogdoches
|
|
|
17,160
|
|
|
|
17,038
|
|
|
|
17,100
|
|
|
|
5.01
|
%
|
|
|
5.01
|
%
|
|
9/1/2018
|
|
30 years
|
(3)
|
The Grove at Greeley
|
|
|
15,233
|
|
|
|
15,130
|
|
|
|
15,194
|
|
|
|
4.29
|
%
|
|
|
4.29
|
%
|
|
10/1/2018
|
|
30 years
|
(3)
|
The Grove at Clarksville
|
|
|
16,350
|
|
|
|
16,350
|
|
|
|
16,350
|
|
|
|
4.03
|
%
|
|
|
4.03
|
%
|
|
7/1/2022
|
|
30 years
|
(3)
(4)
|
The Grove at Columbia
|
|
|
23,775
|
|
|
|
23,068
|
|
|
|
23,180
|
|
|
|
3.83
|
%
|
|
|
3.83
|
%
|
|
7/1/2022
|
|
30 years
|
(5)
|
The Grove at Statesboro
|
|
|
18,100
|
|
|
|
18,100
|
|
|
|
18,100
|
|
|
|
4.01
|
%
|
|
|
4.01
|
%
|
|
1/1/2023
|
|
30 years
|
(2)
|
|
|
|
|
|
|
$
|
223,746
|
|
|
$
|
205,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For the construction loans, the maturity date is the stated maturity date in the respective loan
agreements, which can be extended for an additional one to two years, subject to the satisfaction of certain conditions, depending
on the loan.
|
|
(2)
|
Loans require interest only payments, plus certain reserves and escrows, that are payable monthly
for a period of five years. Monthly payments of principal and interest, plus certain reserve and escrow amounts, are due thereafter
until maturity when all principal is due.
|
|
(3)
|
Interest only for the first two years, followed by 30 year amortization.
|
|
(4)
|
Loan requires interest only payments, plus certain reserves and escrows payable monthly through
August 2014, thereafter, principal and interest, plus certain reserves and escrows that are payable monthly until maturity.
|
|
(5)
|
Loan requires monthly payments of principal and interest, plus certain reserve and escrows, until
maturity when all principal is due.
|
Line of Credit
In January 2013, we
entered into a credit agreement (the “Second Amended and Restated Credit Agreement”) with Citibank, N.A. and certain
other parties. The Second Amended and Restated Credit Agreement provides for a senior unsecured credit facility (the "Revolving
Credit Facility") of up to $250.0 million, with sub-limits of $30.0 million for swing line loans and $15.0 million for letters
of credit. The Second Amended and Restated Credit Agreement also provides for a term loan of $50.0 million (the "Term Loan"
and, together with the Revolving Credit Facility, the "Amended Credit Facility").
As of March 31, 2014,
we had approximately $116.0 million outstanding under our Revolving Credit Facility and $50.0 million outstanding under the Term
Loan. The amounts outstanding under our Revolving Credit Facility and Term Loan, as well as outstanding letters of credit, will
reduce the amount that we may be able to borrow under this facility for other purposes. As of March 31, 2014, we had approximately
$103.5 million in borrowing capacity under our Revolving Credit Facility, and amounts borrowed under the facility are due at its
maturity in January 2017, subject to a one-year extension, which we may exercise at our option, subject to the satisfaction of
certain terms and conditions, including the payment of an extension fee. The amount available for us to borrow under the Amended
Credit Facility is based on the sum of (a) the lesser of (i) 60.0% of the "as-is" appraised value of our properties that
form the borrowing base of the Amended Credit Facility and (ii) the amount that would create a debt service coverage ratio of not
less than 1.5, and (b) 50% of the aggregate of the lesser of (i) the book value of each of our development assets (as such term
is defined in the Second Amended and Restated Credit Agreement) and (ii) the "as-is" appraised value of each of our development
assets, subject to certain limitations in the Second Amended and Restated Credit Agreement.
We incur an unused
fee on the balance between the amount available under the Revolving Credit Facility and the amount outstanding under the Revolving
Credit Facility (i) of 0.30% per annum if our average borrowing is less than 50.0% of the total amount available or (ii) 0.25%
per annum if our average borrowing is greater than 50.0% of the total amount available.
Additionally, the
Amended Credit Facility has an accordion feature that allows us to request an increase in the total commitments from $300.0 million
to $600.0 million, subject to conditions. Amounts outstanding under the Amended Credit Facility bear interest at a floating rate
equal to, at our election, the Eurodollar Rate or the Base Rate (each as defined in the Second Amended and Restated Credit Agreement)
plus a spread that depends upon our leverage ratio. The spread for borrowings under the Revolving Credit Facility ranges from 1.75%
to 2.50% for Eurodollar Rate based borrowings and from 0.75% to 1.50% for Base Rate based borrowings, and the spread for the Term
Loan ranges from 1.70% to 2.45% for Eurodollar Rate based borrowings and from 0.70% to 1.45% for Base Rate based borrowings. At
March 31, 2014, the interest rate on the Revolving Credit Facility borrowings and Term Loan was 2.06% and 2.01%, respectively.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Our ability to borrow
under the Amended Credit Facility is subject to its ongoing compliance with a number of customary financial covenants, including:
|
·
|
a maximum leverage ratio of not greater
than 0.60:1.00;
|
|
·
|
a minimum fixed charge coverage ratio
of not less than 1.50:1.00;
|
|
·
|
a minimum ratio of fixed rate debt and
debt subject to hedge agreements to total debt of not less than 66.67%;
|
|
·
|
a maximum secured recourse debt ratio
of not greater than 20.0%;
|
|
·
|
a minimum tangible net worth of not less
than the sum of $330,788,250 plus an amount equal to 75.0% of the net proceeds of any additional equity issuances; and
|
|
·
|
a maximum secured debt ratio of not greater
than 50% through February 17, 2013 and not greater than 45.0% on any date thereafter.
|
Pursuant to the terms
of the Amended Credit Facility, we may not pay distributions that exceed the greater of (i) 95.0% of our funds from operations,
or (ii) the minimum amount required for us to qualify and maintain our status as a REIT. If a default or event of default occurs
and is continuing, we also may be precluded from making certain distributions (other than those required to allow us to qualify
and maintain our status as a REIT).
We and certain of
our subsidiaries guarantee the obligations under the Amended Credit Facility and we and certain of our subsidiaries have provided
a negative pledge against specified assets (including real property), stock and other interests.
As of March 31, 2014,
we were in compliance with the above financial covenants with respect to our Amended Credit Facility.
Exchangeable Senior
Notes
In
October 2013, the Operating Partnership issued $100.0 million of Exchangeable Senior Notes (the “Exchangeable Senior
Notes”) which bear interest at 4.75% per annum. Interest is payable on April 15 and October 15 of each year beginning
April 15, 2014 until the maturity date of October 15, 2018. The Operating Partnership’s obligations under the
Exchangeable Senior Notes are fully and unconditionally guaranteed by the Company. The Exchangeable Senior Notes are senior
unsecured obligations of the Operating Partnership and rank equally in right of payment with all other existing and future
senior unsecured indebtedness of the Operating Partnership.
The
Exchangeable Senior Notes contain an exchange settlement feature which allows the holder, under certain circumstances, to exchange
its Exchangeable Senior Notes for cash, shares of the Company’s common stock or a combination of cash and shares of common
stock, at the option of the Operating Partnership, based on an initial exchange rate of 79.602 shares of common stock per $1,000
principal amount of Exchangeable Senior Notes. At the initial exchange rate, the Exchangeable Senior Notes are exchangeable for
common stock at an exchange price of approximately $12.56 per share of common stock.
The
Exchangeable Senior Notes will be exchangeable by the holder under the following circumstances on or prior to July 15, 2018:
i) during any calendar quarter beginning after December 31, 2013 (and only during such quarter) if the closing sale price of
the common stock, $0.01 par value per share, of Campus Crest Communities, Inc., or Campus Crest, is more than 130% of the
then-current exchange price for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive
trading days ending on the last trading day of the previous calendar quarter; ii) during the five consecutive business-day
period following any five consecutive trading-day period in which the trading price per $1,000 principal amount of notes for
each trading day during such five trading day period was less than 98% of the closing sale price of the common stock of
Campus Crest, or Campus Crest common stock, for each trading day during such five trading-day period multiplied by the then
current exchange rate; or iii) upon the occurrence of specified corporate transactions described in this offering memorandum.
On or after July 15, 2018, and on or prior to the second scheduled trading day immediately preceding the maturity date, the
holder may exchange their notes without regard to the foregoing conditions. Following certain corporate transactions that
occur prior to maturity of the notes and that also constitute a make-whole fundamental change, the Operating Partnership will
increase the exchange rate for holders who elect to exchange notes in connection with such make-whole fundamental change in
certain circumstances. If specified fundamental changes involving us or Campus Crest occur, holders may require the operating
partnership to repurchase the notes for cash at a price equal to 100% of the principal amount of the notes to be purchased
plus any accrued and unpaid interest to, but excluding, the repurchase date.
The
Operating Partnership may not redeem the Exchangeable Senior Notes prior to the maturity date. At any time prior to July 15, 2018,
we may irrevocably elect, in our sole discretion without the consent of the holders of the Exchangeable Senior Notes, to settle
all of the future exchange obligation entirely in shares of our common stock. On or after July 15, 2018, the Exchangeable Senior
Notes will be exchangeable at any time prior to the close of business on the second business day immediately preceding the maturity
date.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
7. Fair Value Disclosures
Fair value guidance
for financial assets and liabilities that are recognized and disclosed in the condensed consolidated financial statements on a
recurring basis and nonfinancial assets on a nonrecurring basis establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
Level 1
— Observable
inputs, such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.
Level 2
— Other
inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs which are observable,
either directly or indirectly, for substantially the full term of the asset or liability.
Level 3
—
Unobservable inputs for which there is little or no market data and which we make our own assumptions about how
market participants would price the asset or liability.
As of March 31, 2014
and December 31, 2013, our financial assets and liabilities carried at fair value on a recurring basis consisted of our interest
rate caps. The fair values of interest rate options are determined using the market standard methodology of discounting the
future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable
interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived
from observable market interest rate curves and volatilities. For our interest rate caps, we incorporate credit valuation
adjustments to appropriately reflect our respective counterparty’s nonperformance risk in the fair value measurements. In
adjusting the fair value of derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any
applicable credit enhancements, such as collateral postings, thresholds and guarantees.
As of March 31, 2014
and December 31, 2013, the fair value of our interest rate caps, valued using level 2 inputs, was approximately zero.
Fair
Value of Financial Instruments
The fair value of a financial instrument
represents the amount at which the instrument could be exchanged in a current transaction between market participants at the measurement
date (exit price), other than in a forced sale or liquidation. In instances where inputs used to measure fair value fall into different
levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety
has been determined is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment
of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the
asset or liability.
Financial instruments consist primarily
of cash, cash equivalents, restricted cash, student receivables, interest rate caps, interest rate swaps, accounts payable, mortgages,
construction loans, $100.0 million of Exchangeable Senior Notes (“Exchangeable Senior Notes”), the line of credit and
other debt. The carrying value of cash, cash equivalents, restricted cash, student receivables and accounts payable are representative
of their respective fair values due to the short-term nature of these instruments. The estimated fair value of our revolving line
of credit approximates the outstanding balance due to the frequent market based re-pricing of the underlying variable rate index.
The estimated fair values of our mortgages, construction loans and Exchangeable Senior Notes were determined by comparing current
borrowing rates and risk spreads to the stated interest rates and risk spreads. The weighted average interest rate for all borrowings
was 3.76% and 4.23% at March 31, 2014 and December 31, 2013, respectively.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
The following is a summary of the fair
value of our mortgages, construction loans payable, other debt and Exchangeable Senior Notes aggregated by the level in the fair
value hierarchy within which those measurements fall (in thousands):
|
|
E
stimated Fair Value
|
|
|
|
|
March 31, 2014
|
|
Quoted Prices in
Active Markets
for Identical
Assets and
Liabilities
(Level 1)
|
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Carrying Value
|
|
Fixed-rate mortgage loans
|
|
$
|
-
|
|
|
$
|
170,462
|
|
|
$
|
-
|
|
|
$
|
164,894
|
|
Variable-rate mortgage loans
|
|
|
-
|
|
|
|
16,790
|
|
|
|
-
|
|
|
|
16,806
|
|
Construction loans
|
|
|
-
|
|
|
|
41,967
|
|
|
|
-
|
|
|
|
42,046
|
|
Exchangeable Senior Notes
|
|
|
-
|
|
|
|
96,939
|
|
|
|
-
|
|
|
|
96,906
|
|
Other Debt
|
|
|
-
|
|
|
|
2,408
|
|
|
|
-
|
|
|
|
2,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed-rate mortgage loans
|
|
|
-
|
|
|
|
161,379
|
|
|
|
-
|
|
|
|
165,393
|
|
Variable-rate mortgage loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Construction loans
|
|
|
-
|
|
|
|
40,258
|
|
|
|
-
|
|
|
|
40,138
|
|
Exchangeable Senior Notes
|
|
|
-
|
|
|
|
98,547
|
|
|
|
-
|
|
|
|
96,758
|
|
Other Debt
|
|
|
-
|
|
|
|
2,671
|
|
|
|
-
|
|
|
|
2,694
|
|
All of our nonrecurring
valuations made in connection with the property acquisition in Note 4 used significant unobservable inputs and, therefore, fall
under Level 3 of the fair value hierarchy.
8. Earnings per Share
Basic earnings per
share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of
our common stock outstanding during the period. All unvested stock-based payment awards are included in the computation of basic
earnings per share. The computation of diluted earnings per share includes OP Units and restricted OP Units in the weighted average
shares. The conversion of Exchangeable Senior Notes was not included in the computation of diluted earnings per share because the
conversion is anti-dilutive. Net income (loss) attributable to these noncontrolling interests is added back to net income (loss)
available to common stockholders in the computation of diluted earnings per share unless the effect of their conversion is anti-dilutive
in nature.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Computations of basic
and diluted income (loss) per share for the periods presented are as follows (amounts in thousands, except per share data):
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31, 2014
|
|
|
March
31, 20
13
|
|
|
|
|
|
|
|
|
Basic earnings:
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
1,048
|
|
|
$
|
1,897
|
|
Preferred stock dividends
|
|
|
(3,050
|
)
|
|
|
(1,150
|
)
|
Income (loss) from continuing operations attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
8
|
|
Income (loss) from continuing operations attributable to common stockholders
|
|
|
(1,987
|
)
|
|
|
739
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
-
|
|
|
|
270
|
|
Income from discontinued operations attributable to noncontrolling interests
|
|
|
-
|
|
|
|
3
|
|
Income from discontinued operations attributable to common stockholders
|
|
|
-
|
|
|
|
267
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(1,987
|
)
|
|
$
|
1,006
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
64,495
|
|
|
|
46,156
|
|
Incremental shares from assumed
|
|
|
|
|
|
|
|
|
conversion — OP units
|
|
|
434
|
|
|
|
435
|
|
Diluted
|
|
|
64,929
|
|
|
|
46,591
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations attributable to common stockholders - basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
Income from discontinued operations attributable to common stockholders - basic and diluted
|
|
|
-
|
|
|
|
0.01
|
|
Net income (loss) attributable to common stockholders - basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
9.
Equity
Preferred Stock
Our 8.0% Series A
Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) ranks senior to our common stock with respect to
dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of our affairs. We pay cumulative
dividends on the Series A Preferred Stock from the date of original issue at a rate of 8.00% per annum of the $25.00 liquidation
preference per share (equivalent to the fixed annual rate of $2.00 per share). Dividends on the Series A Preferred Stock are payable
quarterly in arrears on or about the 15th day of January, April, July and October of each year.
We may not redeem
the Series A Preferred Stock prior to February 9, 2017, except in limited circumstances relating to our ability to qualify as a
REIT. On or after February 9, 2017, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, at any time
or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series
A Preferred Stock to, but not including, the date of redemption. The Series A Preferred Stock has no maturity date and is not subject
to mandatory redemption or any sinking fund. Holders of shares of the Series A Preferred Stock will generally have no voting rights
except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and
in certain other circumstances.
Common Shares and OP Units
An OP Unit and a share
of our common stock have essentially the same economic characteristics as they share equally in the net income (loss) and distributions
of the Operating Partnership. An OP Unit may be tendered for redemption for cash or share of common stock; however, we have sole
discretion and must have a sufficient amount of authorized common stock to exchange OP Units for shares of common stock on a one-for-one
basis.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
As of March 31, 2014,
there were approximately 64.9 million OP Units outstanding, of which approximately 64.5 million, or 99.3%, were owned by us and
approximately 0.4 million, or 0.7%, were owned by other partners, including certain of our executive officers. As of March 31,
2014, the fair market value of the OP Units not owned by us was $3.8 million, based on a market value of $8.68 per unit, which
was the closing stock price of shares of our common stock on the NYSE on March 31, 2014.
The following is a
summary of changes in the shares of our common stock for the periods shown (in thousands):
For
the Three Months Ended
|
|
For the Three Months Ended
|
|
|
|
March 31, 2014
|
|
|
March 31, 2013
|
|
Common shares at beginning of period
|
|
|
64,502
|
|
|
|
38,558
|
|
Issuance of common shares
|
|
|
-
|
|
|
|
25,530
|
|
Issuance of restricted shares
|
|
|
-
|
|
|
|
357
|
|
Forfeiture of restricted shares
|
|
|
(15
|
)
|
|
|
(15
|
)
|
Common shares at end of period
|
|
|
64,487
|
|
|
|
64,430
|
|
We have an At-The-Market
offering program under which we may sell at market price up to $100.0 million in shares of the Company’s common stock over
the term of the program. As of March 31, 2014, we had not issued and sold any shares under this program.
Dividends and Distributions
For the three months
ended March 31, 2014 and 2013, we declared dividends of $0.165 per share, totaling approximately $10.7 million and $10.6 million,
respectively.
On January 28, 2014,
our Board of Directors declared a first quarter 2014 dividend of $0.165 per share of common stock and OP Unit. The dividends were
paid on April 9, 2014, to stockholders of record on March 26, 2014. At March 31, 2014, we accrued approximately $10.7 million related
to our common stock dividend in accounts payable and accrued expenses in our accompanying condensed consolidated balance sheet.
On January 28, 2014,
our Board of Directors also declared a cash dividend of $0.50 per share of Series A Preferred Stock for the first quarter of 2014.
The preferred stock dividend was paid on April 15, 2014, to stockholders of record on March 26, 2014. At March 31, 2014, we accrued
approximately $2.5 million related to our preferred stock dividend in accounts payable and accrued expenses in our accompanying
condensed consolidated balance sheet.
10. Incentive Plans
We have adopted the
2010 Amended and Restated Equity Incentive Compensation Plan (the “Incentive Plan”) which permits the grant of incentive
awards to executive officers, employees, consultants and non-employee directors. As of March 31, 2014, the aggregate number of
shares of common stock that may be issued under the Incentive Plan was 2.5 million. As of both March 31, 2014 and December 31,
2013, approximately 0.3 million shares of common stock were available for issuance under the Incentive Plan. In April 2014, the
Company’s stockholders approved an amendment to the Incentive Plan, which increased the aggregate number of shares of common
stock of the Company approved for issuance under the Incentive Plan to 5.3 million.
Restricted Stock Awards
Awards to executive
officers and employees vest over a three year period and are subject to restriction based upon employment in good standing with
the Company. Awards to non-employee directors vest over a three or five year period and are subject to restriction based upon continued
service on our Board of Directors.
At March 31, 2014,
total unrecognized compensation cost related to restricted stock awards was approximately $6.0 million and is expected to be recognized
over a remaining weighted average period of 1.0 years.
During the three months
ended March 31, 2014 we recognized stock compensation expense of approximately $0.7 million (net of vesting forfeitures of approximately
$0.1 million) and capitalized stock compensation expense of approximately $0.4 million. During the three months ended March 31,
2013, we recognized stock compensation expense of approximately $0.4 million (net of vesting forfeitures of approximately $0.1
million) and capitalized stock compensation expense of approximately $0.1 million.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Restricted OP Units
At March 31, 2014,
we had no remaining unrecognized compensation cost related to restricted OP Units. During the three months ended March 31, 2014,
we recognized no stock compensation expense related to the vesting of restricted OP Units. During the three months ended March
31, 2013, we recognized stock compensation expense related to the vesting of restricted OP Units of approximately $0.2 million
and capitalized stock compensation expense of approximately $0.1 million. There were no vesting forfeitures related to restricted
OP Units during the three months ended March 31, 2013.
The following is a
summary of our restricted common share activity for the period shown (in thousands, except weighted average grant price):
|
|
Restricted
|
|
|
Weighted
|
|
|
|
Common
|
|
|
Average
|
|
|
|
Stock
|
|
|
Grant Price
|
|
Unvested balances at December 31, 2013
|
|
|
648
|
|
|
$
|
11.97
|
|
Vested
|
|
|
(162
|
)
|
|
|
11.65
|
|
Forfeited
|
|
|
(15
|
)
|
|
|
12.11
|
|
Unvested balances at March 31, 2014
|
|
|
471
|
|
|
$
|
12.07
|
|
11.
Related Party Transactions
We
lease aircraft from entities in which one of our executive officers has an ownership interest. For the three months ended March
31, 2014 and 2013, we incurred travel costs to these entities of an immaterial amount.
We are party to an
agreement with an initial term of five years with a subsidiary of an entity affiliated with one of our directors pursuant to which
we offer our tenants a program of insurance services and products. Pursuant to the agreement, we received an upfront payment of
$100,000 and will receive fees for each tenant we refer that enrolls in the program. The related party receives monthly fees with
respect to each tenant referred by us during the tenant’s enrollment in the program which amounted to $0.3 million for the
three months ended March 31, 2014.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
12.
Segments
The operating segments
in which management assesses performance and allocates resources are student housing operations and development, construction and
management services. Our segments reflect management’s resource allocation and performance assessment in making decisions
regarding the Company. Our student housing rental and student housing services revenues are aggregated within the student housing
operations segment and our third-party services of development, construction and management are aggregated within the development,
construction and management services segment.
The following
tables set forth our segment information for the periods presented (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Student Housing Operations:
|
|
|
|
|
|
|
|
|
Revenues from external customers
|
|
$
|
24,608
|
|
|
$
|
21,572
|
|
Operating expenses
|
|
|
17,500
|
|
|
|
15,288
|
|
Income from wholly-owned student housing operations
|
|
|
7,108
|
|
|
|
6,284
|
|
Equity in earnings of unconsolidated earnings
|
|
|
319
|
|
|
|
410
|
|
Operating income
|
|
|
7,427
|
|
|
|
6,694
|
|
Nonoperating expenses
|
|
|
(3,941
|
)
|
|
|
(2,563
|
)
|
Net income
|
|
|
3,486
|
|
|
|
4,131
|
|
Net income attributable to noncontrolling interest
|
|
|
34
|
|
|
|
38
|
|
Net income attributable to common stockholders
|
|
$
|
3,452
|
|
|
$
|
4,093
|
|
Depreciation and amortization
|
|
$
|
6,770
|
|
|
$
|
5,536
|
|
Capital expenditures
|
|
$
|
30,218
|
|
|
$
|
25,695
|
|
Investment in unconsolidated entities
|
|
$
|
359,301
|
|
|
$
|
165,688
|
|
Total segment assets at end of period
|
|
$
|
1,136,343
|
|
|
$
|
1,134,960
|
|
|
|
|
|
|
|
|
|
|
Development, Construction and Management Services:
|
|
|
|
|
|
|
|
|
Revenues from external customers
|
|
$
|
7,436
|
|
|
$
|
11,427
|
|
Intersegment revenues
|
|
|
26,834
|
|
|
|
19,193
|
|
Total revenues
|
|
|
34,270
|
|
|
|
30,620
|
|
Operating expenses
|
|
|
31,420
|
|
|
|
29,486
|
|
Net income
|
|
|
2,850
|
|
|
|
1,134
|
|
Net income attributable to noncontrolling interest
|
|
|
27
|
|
|
|
11
|
|
Net income attributable to common stockholders
|
|
$
|
2,823
|
|
|
$
|
1,123
|
|
Depreciation and amortization
|
|
$
|
1
|
|
|
$
|
50
|
|
Total segment assets at end of period
|
|
$
|
102,127
|
|
|
$
|
57,072
|
|
|
|
|
|
|
|
|
|
|
Reconciliations:
|
|
|
|
|
|
|
|
|
Total segment revenues
|
|
$
|
58,878
|
|
|
$
|
52,192
|
|
Elimination of intersegment revenues
|
|
|
(26,834
|
)
|
|
|
(19,193
|
)
|
Total consolidated revenues
|
|
$
|
32,044
|
|
|
$
|
32,999
|
|
|
|
|
|
|
|
|
|
|
Segment operating income
|
|
$
|
10,277
|
|
|
$
|
7,828
|
|
Interest expense
|
|
|
(3,376
|
)
|
|
|
(2,884
|
)
|
Net unallocated expenses related to corporate overhead
|
|
|
(6,109
|
)
|
|
|
(3,535
|
)
|
Other income
|
|
|
66
|
|
|
|
36
|
|
Net income before income tax benefit
|
|
$
|
858
|
|
|
$
|
1,445
|
|
|
|
|
|
|
|
|
|
|
Total segment assets
|
|
$
|
1,238,470
|
|
|
$
|
1,192,032
|
|
Unallocated corporate assets and eliminations
|
|
|
12,430
|
|
|
|
6,181
|
|
Total assets at end of period
|
|
$
|
1,250,900
|
|
|
$
|
1,198,213
|
|
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
13.
Commitments and Contingencies
Commitments
In the normal course
of business, we enter into various development and construction related purchase commitments with parties that provide development
and construction related goods and services. In the event we were to terminate development or construction services prior to the
completion of projects, we could potentially be committed to satisfy outstanding or uncompleted purchase orders with such parties.
At March 31, 2014, management does not anticipate any material deviations from schedule and does not anticipate having to terminate
services for the development projects currently in progress.
In the ordinary course
of business, certain liens related to the construction of the student housing real estate property may be attached to our assets
by contractors or suppliers. Campus Crest Construction, LLC, a wholly-owned subsidiary of the Company, is responsible as the general
contractor for resolving these liens. There can be no assurance that we will not be required to pay amounts greater than currently
recorded liabilities to settle these claims.
We have properties
that are subject to long-term ground leases. Typically, these properties are located on the campuses of colleges or universities.
We have the right to encumber our leasehold interests with specific property mortgages for the purposes of constructing, remodeling
or making improvements on or to these properties. Title to all improvements paid for and constructed on the land remains with us
until the earlier of termination or expiration of the lease, at which time the title of any buildings constructed on the land will
revert to the landlord. Should we decide to sell our leasehold interests during the initial term or any renewal terms, the landlord
has a right of first refusal to purchase the interests for the same purchase price under the same terms and conditions as contained
in our offer to sell our leasehold interests.
We lease space for
our corporate headquarters office. Rent is recognized on a straight-line basis. Future minimum payments over the life of our corporate
office lease and long-term ground leases subsequent to March 31, 2014 are as follows (in thousands):
2014
|
|
$
|
1,100
|
|
2015
|
|
|
1,473
|
|
2016
|
|
|
1,484
|
|
2017
|
|
|
1,500
|
|
2018
|
|
|
1,489
|
|
Thereafter
|
|
|
40,673
|
|
Total future minimum lease payments
|
|
$
|
47,719
|
|
We guarantee certain
mortgage and construction loans and revolving credit facilities related to our unconsolidated joint ventures (See Note 5). We
have estimated the fair value of the guarantees to be immaterial. We do not expect that the borrowers will default on the underlying
debt arrangements and accordingly we do not expect to be required to perform under the guarantees. In the event that we are required
to perform under one of the guarantees, we believe the borrower’s assets collateralizing the debt would be sufficient to
cover the maximum potential amount of future payments under the guarantee.
Contingencies
In the normal course
of business, we are subject to claims, lawsuits and legal proceedings. In addition to the matter described below, we are involved
in various routine legal proceedings arising in the ordinary course of business. Although the outcomes of such routine legal proceedings
cannot be predicted with certainty, in the opinion of management, the ultimate resolution of such routine matters will not have
a material adverse effect on our financial position or results of operations.
On July 3, 2012, we
and certain of our subsidiaries were named as defendants in a lawsuit filed with the 250
th
Judicial District Court in
Travis County in Austin, Texas. The case arose from an accident at The Grove at Denton, located in Denton, Texas, in which a balcony
of one of the units broke and three people were seriously injured. Also named as co-defendants in the case were the architect,
the structural engineer and certain of our subcontractors. The plaintiffs allege, among other things, negligence on the part of
the defendants in the design, construction, planning, operation and management of The Grove at Denton and seek actual and exemplary
damages. The plaintiffs’ initial complaint did not specify the amount of damages sought; however, in a November 14, 2013
filing, the plaintiffs demanded $20 million in damages. The parties have participated in settlement discussions, including mediation
on two occasions but no resolution has been reached. Settlement negotiations are continuing with the assistance of a mediator.
The trial is currently scheduled to begin on August 25, 2014. Although it is not possible to predict the outcome of the lawsuit,
we will continue to defend the case vigorously, and while no assurances can be given, after taking into account our existing insurance
coverage, we do not believe that the lawsuit, if adversely determined, would have a material adverse effect on our financial position
or results of operations. No amounts have been accrued as of March 31, 2014.
We are not aware of
any environmental liability with respect to the properties that could have a material adverse effect on our business, assets or
results of operations. However, there can be no assurance that such a material environmental liability does not exist. The existence
of any such material environmental liability could have an adverse effect on our results of operations and cash flows.
CAMPUS CREST COMMUNITIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
14.
Subsequent Events
Events
occurring subsequent to the date of our condensed consolidated balance sheet have been evaluated for potential recognition or disclosure
in our condensed consolidated financial statements through the date our condensed consolidated financial statements were available
to be issued. There are not material events requiring disclosure as of the date of issuance.
ITEM 2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
As used herein, references to “we,”
“us,” “our,” the “Company” and “Campus Crest” refer to Campus Crest Communities,
Inc. and our consolidated subsidiaries, including Campus Crest Communities Operating Partnership, LP (the “Operating Partnership”),
except where the context otherwise requires.
Forward-looking Statements
This report contains
certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995 and include this statement for the purpose of complying with these safe harbor provisions. Forward-looking statements
are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,”
“potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,”
“approximately,” “believe,” “could,” “project,” “predict,” “continue,”
“plan” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss
future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking
information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain.
Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our
actual results and performance could differ materially from those set forth in, or implied by, the forward-looking statements.
Factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, the following:
|
·
|
the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2013, including
those set forth under the headings “Business,” “Risk Factors” and “Management’s Discussion
of Financial Condition and Results of Operations”;
|
|
·
|
the performance of the student housing industry in general;
|
|
·
|
decreased occupancy or rental rates at our properties resulting from competition or other factors;
|
|
·
|
the operating performance of our properties;
|
|
·
|
the availability of attractive development and/or acquisition opportunities in properties that
satisfy our investment criteria and the success of our acquisition, development and construction activities, including satisfaction
of conditions to closing for pending acquisitions and, in some cases, the negotiation and execution of definitive documents and
satisfaction of the conditions therein;
|
|
·
|
changes in the admissions or housing policies of the colleges and universities from which we draw
student-tenants;
|
|
·
|
changes in our business and growth strategies and in our ability to consummate acquisitions or
dispositions or additional joint venture transactions;
|
|
·
|
our ability to manage effectively our growth and expansion into new markets or to integrate acquisitions
successfully;
|
|
·
|
our capitalization and leverage level;
|
|
·
|
our capital expenditures;
|
|
·
|
the degree and nature of our competition, in terms of developing properties, consummating acquisitions
and in obtaining student-tenants to fill our properties;
|
|
·
|
volatility in the real estate industry, interest rates and spreads, the debt or equity markets,
the economy generally or the local markets in which our properties are located, whether the result of market events or otherwise;
|
|
·
|
events or circumstances which undermine confidence in the financial markets or otherwise have a
broad impact on financial markets, such as the sudden instability or collapse of large financial institutions or other significant
corporations, terrorist attacks, natural or man-made disasters or threatened or actual armed conflicts;
|
|
·
|
the availability and terms of short-term and long-term financing, including financing for development
and construction activities;
|
|
·
|
the credit quality and ability and willingness to pay amounts owed of our student-tenants and parental
guarantors;
|
|
·
|
changes in personnel, including the departure of key members of our senior management, and lack
of availability of, or our inability to attract and retain, qualified personnel;
|
|
·
|
unanticipated increases in financing and other costs, including a rise in interest rates;
|
|
·
|
estimates relating to our ability to make distributions to our stockholders in the future and our
expectations as to the form of any such distributions;
|
|
·
|
development and construction costs and timing;
|
|
·
|
environmental costs, uncertainties and risks, especially those related to natural disasters;
|
|
·
|
changes in governmental regulations, accounting treatment, tax rates and similar matters;
|
|
·
|
legislative and regulatory changes (including changes to laws governing the taxation of real estate
investments trusts ("REIT")); and
|
|
·
|
limitations imposed on our business and our ability to satisfy complex rules in order for us to
qualify as a REIT for U.S. federal income tax purposes and the ability of certain of our subsidiaries to qualify as taxable REIT
subsidiaries for U.S. federal income tax purposes, and our ability and the ability of our subsidiaries to operate effectively within
the limitations imposed by these rules.
|
When considering forward-looking
statements, you should keep in mind the risk factors and other cautionary statements in this report. Readers are cautioned not
to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this report. The
matters summarized in this report and the factors listed above could cause our actual results and performance to differ materially
from those set forth in, or implied by, our forward-looking statements. Accordingly, we cannot guarantee future results or performance.
Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements
after the date of this report, whether as a result of new information, future events or otherwise.
Overview
Our Company
We are a self-managed,
self-administered and vertically-integrated REIT focused on developing, building, owning and managing a diversified portfolio of
high-quality, residence life focused student housing properties. We operate our business through the Operating Partnership and
our subsidiaries. We derive substantially all of our revenue from student housing rental, student housing services, construction,
development services and management services. As of March 31, 2014, we owned (i) the sole general partnership interest, (ii)
99.3% of the outstanding common units of limited partnership interest in the Operating Partnership, or OP Units, and (iii) 100%
of the outstanding preferred units of limited partnership interest in the Operating Partnership.
We believe that we
are one of the largest vertically-integrated developers, builders, owners and managers of high-quality, residence life focused
student housing properties in the United States, based on beds owned and under management. As of March 31, 2014, we owned interests
in 41 operating student housing
The Grove
®
properties containing approximately 8,153 apartment units and
22,309 beds. Thirty-two of our operating
The Grove
®
properties are wholly-owned and nine of our
The Grove
®
properties are owned through joint ventures with HSRE. As of March 31, 2014, we also owned interests in 28 operating student housing
Copper Beech branded properties containing approximately 5,047 apartment units and 13,177 beds. Our Copper Beech branded properties
are owned by the Company and the CB Investors (see "CB Portfolio" below). As of March 31, 2014, we owned one wholly-owned
redevelopment property. As of March 31, 2014, our operating portfolio consisted of the following:
|
|
Properties in
|
|
|
|
|
|
Number
|
|
|
Number
|
|
|
|
Operation
|
|
|
Ownership
|
|
|
of Units
|
|
|
of Beds
|
|
Wholly-owned Grove properties
(1)
|
|
|
32
|
|
|
|
100.0
|
%
|
|
|
6,283
|
|
|
|
17,161
|
|
Joint venture Grove properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HSRE I
|
|
|
3
|
|
|
|
63.9
|
%
(2)
|
|
|
544
|
|
|
|
1,508
|
|
HSRE V
|
|
|
3
|
|
|
|
10.0
|
%
|
|
|
662
|
|
|
|
1,856
|
|
HSRE VI
|
|
|
3
|
|
|
|
20.0
|
%
|
|
|
664
|
|
|
|
1,784
|
|
Total Grove properties
|
|
|
41
|
|
|
|
|
|
|
|
8,153
|
|
|
|
22,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CB Portfolio
|
|
|
28
|
|
|
|
67.0
|
%
(3)
|
|
|
5,047
|
|
|
|
13,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Portfolio
(4)
|
|
|
69
|
|
|
|
|
|
|
|
13,200
|
|
|
|
35,486
|
|
|
(1)
|
In January 2014, we acquired
the remaining outstanding interests in The Gove at Denton, Texas.
|
|
(2)
|
In February 2014, we amended
our operating agreement with HSRE resulting in our previously held preferred interest
in The Grove at San Angelo, Texas, and The Grove at Conway, Arkansas, being converted
to additional membership units of HSRE-Campus Crest I, LLC.
|
|
(3)
|
As of March 31, 2014, we
held an effective interest in the CB Portfolio of 67.0%.
|
|
(4)
|
The re-development of our
100% owned property in Toledo, OH is excluded. We expect to announce more details on
the redevelopment in 2014.
|
As of March 31, 2014,
the average occupancy for our 41 operating
The Grove
®
properties was approximately 87.6% and the average
monthly total revenue per occupied bed was approximately $529. Our operating
The Grove
®
properties are located
in 19 states, contain modern apartment units with many resort-style amenities, and had an average age of approximately 3.9 years
as of March 31, 2014. Our properties are primarily located in medium-sized college and university markets, which we define as markets
located outside of major U.S. cities that have nearby schools generally with overall enrollment of approximately 5,000 to 20,000
students. We believe such markets are underserved and are generally experiencing enrollment growth.
We have developed,
built and managed substantially all of our wholly-owned properties and several of our unconsolidated, joint venture properties
based upon a common prototypical residential building design. We believe that our use of this prototypical building design, which
we have built approximately 675 times (approximately 15 of such residential buildings make up one student housing property), allows
us to efficiently deliver a uniform and proven student housing product in multiple markets. All of our operating properties (other
than those in the CB Portfolio (as defined below) and our re-development property in Toledo, OH) operate under
The Grove
®
brand, and we believe that our brand and the associated lifestyle are effective differentiators that create higher visibility and
appeal for our properties within their markets both with the student as well as the universities we serve.
In addition to our
existing properties, we actively seek organic growth opportunities. We have commenced building or redeveloping ten new student
housing properties for delivery in August 2014, one of which is owned by a joint venture with HSRE and Brandywine Realty Trust
(“Brandywine”) in which we own a 30.0% interest and act as the co-developer, two of which are owned by a joint venture
with Beaumont Partners SA (“Beaumont”) in which we own a 35.0% interest, two of which are owned by a joint venture
with HSRE in which we own a 30% interest, one of which is being built as a Copper Beech branded property in which our ownership
interest is commensurate with our interest in the rest of the CB Portfolio, and four of which are wholly-owned by us. The following
is a summary of these developments:
Project
|
|
Location
|
|
Primary University Served
|
|
Ownership
|
|
|
Units
|
|
|
Beds
|
|
|
Estimated
Project
Cost
(1)
|
|
|
Scheduled
Opening for
Occupancy
|
Wholly Owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Grove at Slippery Rock
|
|
Slippery Rock, PA
|
|
Slippery Rock University
|
|
|
100.0
|
%
|
|
|
201
|
|
|
|
603
|
|
|
|
29.9
|
|
|
August 2014
|
The Grove at Grand Forks
|
|
Grand Forks, ND
|
|
University of North Dakota
|
|
|
100.0
|
%
|
|
|
224
|
|
|
|
600
|
|
|
|
28.2
|
|
|
August 2014
|
The Grove at Mt. Pleasant
|
|
Mt. Pleasant, MI
|
|
Central Michigan University
|
|
|
100.0
|
%
|
|
|
216
|
|
|
|
584
|
|
|
|
24.1
|
|
|
August 2014
|
The Grove at Gainesville
|
|
Gainesville, FL
|
|
University of Florida
|
|
|
100.0
|
%
|
|
|
253
|
|
|
|
676
|
|
|
|
41.4
|
|
|
August 2014
|
Joint Venture:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Grove at Greensboro
|
|
Greensboro, NC
|
|
University of North Carolina at Greensboro
|
|
|
30.0
|
%
|
|
|
216
|
|
|
|
584
|
|
|
|
27.9
|
|
|
August 2014
|
The Grove at Louisville
|
|
Louisville, KY
|
|
University of Louisville
|
|
|
30.0
|
%
|
|
|
252
|
|
|
|
656
|
|
|
|
41.2
|
|
|
August 2014
|
evo at Cira Centre South
|
|
Philadelphia, PA
|
|
University of Pennsylvania/
Drexel University
|
|
|
30.0
|
%
|
|
|
344
|
|
|
|
850
|
|
|
|
158.5
|
|
|
August 2014
|
Copper Beech at Ames
|
|
Ames, IA
|
|
Iowa State University
|
|
|
67.0
|
%
|
|
|
219
|
|
|
|
660
|
|
|
|
33.6
|
|
|
August 2014
|
evo à Station-Square Victoria
|
|
Montreal, Quebec
|
|
McGill University/ Concordia University/ L'Ecole de Technologie
|
|
|
35.0
|
%
|
|
|
715
|
|
|
|
1,290
|
|
|
|
82.9
|
|
|
August 2014
|
evo à Sherbrooke
|
|
Montreal, Quebec
|
|
McGill University
|
|
|
35.0
|
%
|
|
|
488
|
|
|
|
952
|
|
|
|
83.5
|
|
|
August 2014
|
|
|
|
|
|
|
|
|
|
|
|
3,128
|
|
|
|
7,455
|
|
|
$
|
551.2
|
|
|
|
|
(1)
|
Estimated project cost amounts are in millions.
|
CB Portfolio
We hold ownership
interests in a joint venture with the former members (the “CB Investors”) of Copper Beech Townhome Communities, LLC
("CBTC") and Copper Beech Townhome Communities (PA), LLC (“CBTC PA”) that owns a portfolio of 28 student
housing properties, one undeveloped land parcel in Charlotte, North Carolina, and a corporate office building in State College,
Pennsylvania, (the "Initial Copper Beech Properties"), as well as a fully integrated platform and brand with management,
development and construction teams. We also have the option to acquire seven additional student housing properties (the "Deferred
Copper Beech Properties", and together with the Initial Copper Beech Properties, the "CB Portfolio" or "Copper
Beech"). Both we and the CB Investors hold joint approval rights for major decisions, including those regarding property acquisitions
and dispositions as well as property operations. As such, we hold a noncontrolling interest in the CB Portfolio and accordingly
apply the equity method of accounting. As of March 31, 2014, we held a 67.0% effective interest in the CB Portfolio.
The CB Portfolio consists
primarily of Copper Beech branded townhouse units located in eighteen geographic markets in the United States across thirteen states,
with 30 of the 35 student housing properties having been developed by Copper Beech. As of March 31, 2014, the 28 operating properties
included in the Initial Copper Beech Properties comprised approximately 5,047 rentable units with approximately 13,177 rentable
beds. As of March 31, 2014, the Initial Copper Beech Properties had an average age of approximately 9.1 years. As of March 31,
2014, the average occupancy for these student housing properties was approximately 95.8%. For the three months ended March 31,
2014, the average monthly total revenue per occupied bed was approximately $507. Our investment in the CB Portfolio entitled us
to a preferred payment of $13.0 million for the the period from March 18, 2013 through March 17, 2014.
We have the option,
exercisable from March 18, 2014 through August 18, 2014, to acquire an 18.0% interest in each of the Deferred Copper Beech Properties,
which will entitle us to 33.0% of the operating cash flows of such Deferred Copper Beech Properties. The purchase price for the
exercise of this option is approximately $16.9 million. In order to exercise this option, we must also exercise the option to acquire
an additional 18.0% interest in the Initial Copper Beech Properties, which is described below.
Our option, but not obligation, to acquire
additional interests in the CB Portfolio is as follows:
|
·
|
Beginning March 18, 2014 through August 18, 2014, we have the option
to acquire an additional 18.0% interest in the Initial Copper Beech Properties, increasing our aggregate interest in such properties
to 85.0%, which will entitle us to 100% of the operating cash flows of the Initial Copper Beech Properties. The aggregate purchase
price for the exercise of this purchase option is approximately $93.5 million plus debt repayment of approximately $21.0 million.
|
|
·
|
Through May 2015, we have the option to acquire an additional 3.9%
interest in the Initial Copper Beech Properties and an additional 70.9% interest in the Deferred Copper Beech Properties, increasing
our aggregate interest in all 37 properties in the Copper Beech Portfolio to 88.9%, which will entitle us to 100% of the operating
cash flows of the Initial Copper Beech Properties and the Deferred Copper Beech Properties. The aggregate purchase price for the
exercise of this purchase option is approximately $100.7 million plus debt repayment of approximately$19.0 million.
|
|
·
|
Through May 2016, we have the option to acquire an additional 11.1%
interest in the Copper Beech Portfolio, increasing our aggregate interest to 100%. The aggregate purchase price for the exercise
of this purchase option is approximately $53.4 million.
|
If we elect to exercise
any of the purchase options, we are not obligated to exercise any subsequent purchase options. In the event we do not elect to
exercise a purchase option, we will lose the right to exercise future purchase options. If the first purchase option is not exercised,
we will be entitled to a 48.0% interest in all 37 properties in the CB Portfolio and will be entitled to 48.0% of operating cash
flows and 45.0% of the proceeds of any sale of any portion of the CB Portfolio. If the first purchase option is exercised but the
second purchase option is not exercised, we will be entitled to a 75.0% interest in all 37 properties in the CB Portfolio and will
be entitled to 75.0% of operating cash flows and 70.0% of the proceeds of any sale of any portion of the CB Portfolio. If the second
purchase option is exercised but the third purchase option is not exercised, we will retain our 88.9% interest in the CB Portfolio
and will be entitled to 88.9% of both operating cash flows and the proceeds of any sale of any portion of the CB Portfolio.
Our Relationship With HSRE
We are a party to
active joint venture arrangements with HSRE, a real estate private equity firm founded in 2005 that has significant real estate
asset holdings, including student housing properties, senior housing/assisted living units, self-storage units, boat storage facilities
and medical office space. As of March 31, 2014, we hold 9 operating joint venture properties with HSRE and are in the process of
developing three additional properties in partnership with HSRE, including one joint venture project where we are partners with
both HSRE and Brandywine.
HSRE I.
Our
first joint venture with HSRE, HSRE-Campus Crest I, LLC ("HSRE I"), indirectly owned 100% of the interests in the following
three properties at March 31, 2014: The Grove at Conway, Arkansas, The Grove at Lawrence, Kansas, and The Grove at San Angelo,
Texas. On July 5, 2012, we completed the purchase of HSRE's 50.1% interest in The Grove at Moscow, Idaho, which was included
in HSRE I prior to that date. On December 29, 2011, we completed the purchase of HSRE's 50.1% interests in The Grove at Huntsville,
Texas and The Grove at Statesboro, Georgia, which were included in HSRE I prior to that date.
In
January 2014, we amended and restated the HSRE-Campus Crest I, LLC operating agreement, which had the effect of exchanging our
preferred interests in The Grove at San Angelo, Texas, and The Grove at Conway, Arkansas, for additional membership interests in
HSRE-Campus Crest I, LLC, effectively increasing our equity investment in the joint venture to 63.9% from 49.9%. In the event the
joint venture is sold, the partners will share equally in the net proceeds. There were no other material changes to the agreement.
HSRE IV.
In
January 2011, we entered into a joint venture with HSRE, HSRE-Campus Crest IV, LLC ("HSRE IV") to develop and operate
additional purpose-built student housing properties. HSRE IV completed two new student housing properties in August 2011 for the
2011-2012 academic year. The properties, located in Denton, Texas, and Valdosta, Georgia, contain an aggregate of approximately
1,168 beds and cost approximately $45.7 million.
HSRE V.
In
October 2011, we entered into a joint venture with HSRE, HSRE-Campus Crest V, LLC ("HSRE V"), to develop and operate
additional purpose-built student housing properties. HSRE V completed three new student housing properties in August 2012 for the
2012-2013 academic year. The properties, located in Fayetteville, Arkansas, Laramie, Wyoming, and Stillwater, Oklahoma, contain
an aggregate of approximately 1,856 beds and cost approximately $72.1 million. We own a 10% interest in this venture and affiliates
of HSRE own the balance.
HSRE VI.
In
March 2012, we entered into a joint venture with HSRE, HSRE-Campus Crest VI, LLC ("HSRE VI"), to develop and operate
additional purpose-built student housing properties. HSRE VI completed three new student housing properties in August 2013 for
the 2013-2014 academic year. The properties, located in Norman, Oklahoma, State College, Pennsylvania and Indiana, Pennsylvania,
contain an aggregate of approximately 1,784 beds and cost approximately $87.0 million. We own a 20.0% interest in this venture
and affiliates of HSRE own the balance.
In general, we are
responsible for the day-to-day management of HSRE I’s, HSRE V’s and HSRE VI's business and affairs, provided that major
decisions (including deciding to pursue a particular development opportunity) must be approved by us and HSRE. In addition to distributions
to which we are entitled as an investor in HSRE I, HSRE V and HSRE VI, we will receive fees for providing services to HSRE I, HSRE
V and HSRE VI pursuant to development and construction agreements and property management agreements. In general, we will earn
development fees equal to approximately 4.0% of the total cost of each property developed by HSRE I, HSRE V and HSRE VI (excluding
the cost of land and financing costs), construction fees equal to approximately 5.0% of the construction costs of each property
developed by HSRE I, HSRE V and HSRE VI and management fees equal to approximately 3.0% of the gross revenues and 3.0% of the net
operating income of operating properties held by HSRE I, HSRE V and HSRE VI. In addition, we will receive a reimbursement of a
portion of our overhead relating to each development project at a negotiated rate. Under certain circumstances, we will be responsible
for funding the amount by which actual development costs for a project pursued by HSRE I, HSRE V or HSRE VI exceed the budgeted
development costs of such project (without any increase in our interest in the project), which could materially and adversely affect
the fee income realized from any such project.
HSRE IX.
In
January 2013, we entered into a joint venture with HSRE and Brandywine, HSRE-Campus Crest IX, LLC ("HSRE IX"), to develop
and operate additional purpose-built student housing properties. HSRE IX is currently building one new student housing property,
evo at Cira Centre South, with completion targeted for the 2014-2015 academic year. The property, located in the University City
submarket of Philadelphia, Pennsylvania, will contain approximately 850 beds and has an estimated cost of approximately $158.5 million.
We own a 30.0% interest in this venture, Brandywine owns 30.0% and affiliates of HSRE own the balance.
In general, we, along
with Brandywine, are responsible for the day-to-day management of HSRE IX’s business and affairs, provided that major decisions
(including deciding to pursue a particular development opportunity) must be approved by us, HSRE, and Brandywine. In addition to
distributions to which we are entitled as an investor in HSRE IX, we, along with Brandywine, will receive fees for providing services
to HSRE IX pursuant to a development agreement and property management agreement. In general, we, along with Brandywine, will earn
development fees equal to approximately 4.0% of the total cost of each property developed by HSRE IX (excluding the cost of land
and financing costs) and we will earn management fees equal to approximately 3.0% of the gross revenues and 2.0% of the net operating
income of operating properties held by HSRE IX. In addition, we, along with Brandywine, will receive a reimbursement of a portion
of our overhead relating to each development project at a negotiated rate. Under certain circumstances, we, along with Brandywine,
will be responsible for funding the amount by which actual development costs for a project pursued by HSRE IX exceed the budgeted
development costs of such project (without any increase in our interest in the project), which could materially and adversely affect
the fee income realized from any such project.
HSRE X. In March 2013,
we entered into a joint venture agreement with HSRE, HSRE-Campus Crest X, LLC ("HSRE X"), to develop and operate additional
purpose-built student housing properties. HSRE X is developing two new student housing properties with completion targeted for
the 2014-2015 academic year. The properties, located in Louisville, Kentucky and Greensboro, North Carolina will contain an aggregate
of approximately 1,240 beds and have an estimated cost of approximately $69.1 million. We own a 30.0% interest in this joint venture
and affiliates of HSRE own the balance.
Our Relationship With Beaumont
In
July 2013, we entered into a joint venture, DCV Holdings, LP (“DCV Holdings”) with Beaumont to acquire a 711
room, 33-story hotel in downtown Montreal, Quebec, Canada, for approximately Canadian ("CAD") 60.0 million
(approximately $58.6 million). The joint venture intends to convert the property into an upscale student housing tower,
called evo
à
Square Victoria, featuring a mix of single and double units serving McGill University, Concordia University and L’Ecole
de Technologie.
In
December 2013, we and Beaumont formed a holding company, CSH Montreal LP (“CSH Montreal”), and DCV Holdings was subsequently
contributed to CSH Montreal, such that CSH Montreal became the sole limited partner in DCV Holdings. In addition, following the
insertion of CSH Montreal as the holding company in the joint venture structure, CSH Montreal acquired ownership of HIM Holdings
LP (“HIM Holdings”), an entity formed to facilitate the acquisition of another property in Canada.
In
January 2014, through the newly formed HIM Holdings, the joint venture partnership acquired the 488-room, 22-story Holiday
Inn Midtown in Montréal, Québec for approximately
CAD 65.0 million
(approximately $59.5 million)
. The joint venture intends to convert the property into an upscale evo student housing
tower, called evo à Sherbrooke, near McGill University. In connection with the acquisition of the Holiday Inn
property, we increased our ownership interest from 20.0% to 35.0% in CSH Montreal. As of March 31, 2014, we owned a 35.0%
interest in CSH Montreal.
In
January 2014, with the acquisition of the Holiday Inn property, we provided CAD 16.0 million (approximately $14.4 million) of
preferred bridge equity to CSH Montreal. If our preferred equity is not repaid in full on or prior to September 2, 2014, it
will effectively convert to a common interest in CSH Montreal, which would result in us holding a 60.54% interest in CSH
Montreal (while Beaumont and its partners would own the remaining 39.46% interest in CSH Montreal).
Critical Accounting Policies
Set forth below is
a summary of the accounting policies that management believes are critical to the preparation of the condensed consolidated financial
statements. Certain of these accounting policies are particularly important for an understanding of the financial position and
results of operations presented in the condensed consolidated financial statements set forth elsewhere in this report. These policies
require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Actual
results could differ as a result of such judgment and assumptions.
Our condensed consolidated
financial statements include the accounts of all investments, which include joint ventures in which we have a controlling interest
and our consolidated subsidiaries. The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect amounts reported in our historical condensed consolidated financial statements and related
notes. In preparing these financial statements, management has utilized all available information, including its past history,
industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain
amounts included in the historical condensed consolidated financial statements, giving due consideration to materiality. Our estimates
may not be ultimately realized. Application of the critical accounting policies below involves the exercise of judgment and use
of assumptions as to future uncertainties and, as a result, actual results may differ from these estimates. In addition, other
companies in similar businesses may utilize different estimation policies and methodologies, which may impact the comparability
of our results of operations and financial condition to those companies.
Valuation of Investment in Real Estate
Investment in real
estate is recorded at historical cost. Pre-development expenditures include items such as entitlement costs, architectural fees
and deposits associated with the pursuit of partially-owned and wholly-owned development projects. These costs are capitalized
until such time that management believes it is no longer probable that a contract will be executed and/or construction will commence.
Management evaluates the status of projects where we have not yet acquired the target property or where we have not yet commenced
construction on a periodic basis and writes off any pre-development costs related to projects whose current status indicates the
commencement of construction is not probable. Such write-offs are included within development, construction, and management services
in the accompanying condensed consolidated statements of operations.
Management assesses
whether there has been impairment in the value of our investment in real estate whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of investment in real estate is assessed by a comparison
of the carrying amount of a student housing property to the estimated future undiscounted cash flows expected to be generated by
the property. Impairment is recognized when estimated future undiscounted cash flows are less than the carrying value of the property.
The estimation of expected future undiscounted cash flows is inherently uncertain and relies on assumptions regarding current and
future economics and market conditions. If such conditions change, then an adjustment reducing the carrying value of our long-lived
assets could occur in the future period in which conditions change. To the extent that a property is impaired, the excess of the
carrying amount of the property over its estimated fair value is charged to operating earnings. Fair value is determined based
upon the discounted cash flows of the property, quoted market prices or independent appraisals, as considered necessary.
Investment in Unconsolidated Entities
Under the equity method,
investments in unconsolidated entities are initially recognized in the balance sheet at cost and are subsequently adjusted to reflect
our proportionate share of net earnings or losses of the entity, distributions received, contributions, and certain other adjustments,
as appropriate. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity
in net assets is amortized as an adjustment to equity in earnings (loss) of unconsolidated entities. When circumstances indicate
there may have been a loss in value of an equity method investment, and we determine the loss in value is other than temporary,
we recognize an impairment charge to reflect the investment at fair value.
Development, Construction and Management
Services
Development and construction
service revenue is recognized using the percentage of completion method, as determined by construction costs incurred relative
to total estimated construction costs. Any changes in significant judgments and/or estimates used in determining construction and
development revenue could significantly change the timing or amount of construction and development revenue recognized.
Development and construction
service revenues are recognized for contracts with entities we do not consolidate. For projects where revenue is based on a fixed
price, any cost overruns incurred during construction, as compared to the original budget, will reduce the net profit ultimately
recognized on those projects. Profit derived from these projects is eliminated to the extent of our interest in the unconsolidated
entity. Any incentive fees, net of the impact of our ownership interest, are recognized when the project is complete and performance
has been agreed upon by all parties, or when performance has been verified by an independent third party. When total development
or construction costs at completion exceed the fixed price set forth within the related contract, such cost overruns are recorded
as additional investment in the unconsolidated entity to the extent these amounts are determined to be realizable. Entitlement
fees, where applicable, are recognized when earned based on the terms of the related contract.
Allowance for Doubtful Accounts
Allowances for student
receivables are established when management determines that collections of such receivables are doubtful. Balances are considered
past due when payment is not received on the contractual due date. When management has determined receivables are uncollectible,
they are written off against the allowance for doubtful accounts.
Fair Value of Financial Instruments
The carrying value
of cash, cash equivalents, restricted cash, student receivables and accounts payable are representative of their respective fair
values due to the short-term nature of these instruments. The estimated fair value of our revolving line of credit approximates
the outstanding balance due to the frequent market based re-pricing of the underlying variable rate index. The estimated fair values
of mortgages and construction loans are determined by comparing current borrowing rates and risk spreads offered in the market
to the stated interest rates and spreads on our current mortgages, construction loans, and Exchangeable Senior Notes.
Fair value guidance
for financial assets and liabilities that are recognized and disclosed in the condensed consolidated financial statements on a
recurring basis and nonfinancial assets on a nonrecurring basis establishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant
unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1
- Observable inputs, such as quoted prices in active markets at the measurement date for identical, unrestricted assets or
liabilities.
Level 2
- Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs
which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3
-
Unobservable inputs for which there is little or no market data and which we make our own assumptions about how market participants
would price the asset or liability.
Fair value is defined
as the price that would be received when selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). In instances where inputs used to measure fair value fall into different levels
of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has
been determined is based on the lowest level input significant to the fair value measurement in its entirety. Our assessment of
the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific
to the asset or liability.
Income Taxes
We have made an election
to qualify, and believe we are operating so as to qualify, as a REIT under Sections 856 through 859 of the Internal Revenue Code.
Our qualification as a REIT depends upon our ability to meet on a continuing basis, through actual investment and operating results,
various complex requirements under the Internal Revenue Code relating to, among other things, the sources of our gross income,
the composition and values of our assets, our distribution levels and the diversity of ownership of our stock. We believe that
we are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code and
that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT.
We have made the election
to treat TRS Holdings, our wholly-owned subsidiary as a TRS. TRS Holdings holds our development, construction and management companies
that provide services to entities in which we do not own 100% of the equity interests. As a TRS, the operations of TRS Holdings
and its subsidiaries are generally subject to federal, state and local income and franchise taxes. Our TRS accounts for its income
taxes in accordance with U.S. GAAP, which includes an estimate of the amount of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements
or tax returns. Deferred tax assets and liabilities of the TRS entities are recognized based on the difference between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates in effect in the years in which those temporary differences are expected to reverse.
We follow a two-step
approach for evaluating uncertain tax positions. Recognition (step one) occurs when we conclude that a tax position, based solely
on its technical merits, is more-likely-than-not (a likelihood of more than 50 percent) to be sustained upon examination. Measurement
(step two)
determines the amount of benefit that more-likely-than-not will be realized upon
settlement. Derecognition of a tax position that was previously recognized would occur when we subsequently determined that a tax
position no longer met the more-likely-than-not threshold of being sustained. The use of a valuation allowance as a substitute
for derecognition of tax positions is prohibited.
Property Acquisitions
We allocate the purchase
price of acquired properties to net tangible and identified intangible assets based on relative fair values. Fair value estimates
are based on information obtained from independent appraisals, other market data, information obtained during due diligence and
information related to the marketing and leasing at the specific property. The value of in-place leases is based on the difference
between (i) the property valued with existing in-place leases adjusted to market rental rates and (ii) the property valued
"as-if" vacant. As lease terms are typically one year or less, rates on in-place leases generally approximate market
rental rates. Factors considered in the valuation of in-place leases include an estimate of the carrying costs during the expected
lease-up period considering current market conditions, nature of the tenancy and costs to execute similar leases. Carrying costs
include estimates of lost rentals at market rates during the expected lease-up period, net of variable operating expenses. The
value of in-place leases is amortized over the remaining initial term of the respective leases, generally less than one year. The
purchase price of property acquisitions is not expected to be allocated to tenant relationships, considering the terms of the leases
and the expected levels of renewals. Acquisition-related costs such as due diligence, legal and accounting fees are expensed as
incurred and not applied in determining the fair value of an acquired property.
REIT Qualification Requirements
We have elected to
be treated as a REIT under Sections 856 through 859 of the Internal Revenue Code. Our continued qualification as a REIT depends
upon our ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under
the Internal Revenue Code relating to, among other things, the sources of our gross income, the composition and values of our assets,
our distribution levels and the diversity of ownership of our stock. We believe that our intended manner of operation will enable
us to meet the requirements for qualification and taxation as a REIT. As a REIT, we generally will not be subject to U.S. federal
income tax on taxable income that we distribute currently to our stockholders.
Factors Expected to Affect Our Operating
Results
Unique Leasing Characteristics
Student housing properties
are typically leased by the bed on an individual lease liability basis, unlike multi-family housing where leasing is by the unit.
Individual lease liability limits each student-tenant’s liability to his or her own rent without liability for a roommate’s
rent. A parent or guardian is required to execute each lease as a guarantor unless the student-tenant provides adequate proof of
income. The number of lease contracts that we administer is therefore equivalent to the number of beds occupied rather than the
number of units.
Due to our predominantly
private bedroom accommodations, the high level of student-oriented amenities offered at our properties and the individual lease
liability for our student-tenants and their parents, we believe that we typically command higher per-unit and per-square foot rental
rates than many multi-family properties located in the markets in which we operate. We are also typically able to charge higher
rental rates than on-campus student housing, which generally offers fewer amenities.
Unlike traditional
multi-family housing, most of our leases commence on the same date. In the case of our typical 11.5-month leases (which provide
for 12 equal monthly payments), this date coincides with the commencement of the fall academic term and typically terminates at
the completion of the last summer school session. As such, we must re-lease each property in its entirety each year, resulting
in significant turnover in our tenant population from year to year. As a result, we are highly dependent upon the effectiveness
of our marketing and leasing efforts during the annual leasing season, which typically begins each October and ends in September
of the following year. As of the start of the fall term for the 2013-2014 and 2012-2013 academic years, we had approximately 41.7%
and 41.9%, respectively, of our current tenants renew their lease for the upcoming academic year.
Development, Construction and Management
Services
The amount and timing
of revenues from development, construction and management services will typically be contingent upon the number and size of development
projects that we are able to successfully structure and finance in our current and future unconsolidated joint ventures. In particular,
we entered into joint ventures HSRE IX, HSRE X, and CSH Montreal that are currently building five student housing properties with
completion targeted for the 2014-2015 academic year. We will share in the receipt of fees for providing development services to
HSRE IX and share in the receipt of management fees for managing the property owned by HSRE IX once it is placed in service. We
will receive fees for providing development and construction services to HSRE X and receive management fees for managing properties
owned by HSRE X once they are placed in service. We will share in the receipt of fees for providing development services to CSH
Montreal and receive management fees for managing properties owned by CSH Montreal once they are placed in service. No assurance
can be given that the aforementioned joint ventures will be successful in developing student housing properties as currently contemplated
or those currently under construction.
Results of Operations
Our Business Segments
Management evaluates
operating performance through the analysis of results of operations of two distinct business segments: (i) student housing
operations and (ii) development, construction and management services. Management evaluates each segment’s performance
by reference to net operating income, or NOI, which we define as operating income before depreciation and amortization. The accounting
policies of our reportable business segments are described in more detail in the summary of significant accounting policies footnote
(Note 2) to our condensed consolidated financial statements. Intercompany fees are reflected at the contractually stipulated amounts,
as adjusted to reflect our proportionate ownership of unconsolidated entities.
Student Housing Operations
Our student housing
operations are comprised of rental and other service revenues, such as application fees, pet fees and late payment fees. In August
2013 and September 2013, we opened three wholly-owned properties and an additional three properties that are owned in a real estate
ventures in which we have a noncontrolling interest. Due to the continuous opening of new properties in consecutive years and annual
lease terms that do not coincide with our reported fiscal (calendar) years, the comparison of our condensed consolidated financial
results from period to period may not provide a meaningful measure of our operating performance. For this reason, we divide the
results of operations in our student housing operations segment between new property operations and "same-store" operations,
which we believe provides a more meaningful indicator of comparative historical performance.
"Same store"
properties are our wholly-owned operating properties acquired or placed in-service prior to the beginning of the earliest period
presented and owned by us and remaining in service through the end of the latest period presented or period being analyzed. "New
properties" are our wholly-owned operating properties that we acquired or placed in service after the beginning of the earliest
period presented or period being analyzed.
We monitor NOI of
our student housing properties, which is a non-GAAP financial measure. In general terms, we define NOI as student housing rental
revenue less student housing operating expenses including real estate taxes related to our properties. We believe this measure
provides an operating perspective not immediately apparent from GAAP operating income (loss) or net income (loss). We use NOI to
evaluate performance on a community-by-community basis because it allows management to evaluate the impact factors such as lease
structure, lease rates and tenant base, which vary by locality, have on our financial performance. To help make comparisons of
NOI between periods more meaningful, we distinguish NOI from our properties that are wholly-owned and that were in service throughout
each period presented (that is, our "same store" properties) from NOI from our other wholly-owned properties.
We specifically calculate
NOI by adding back to (or subtracting from) net income (loss) attributable to common stockholders the following expenses or charges:
income tax expense, other expense, interest expense, equity in loss of unconsolidated entities, depreciation and amortization,
ground lease expense, general and administrative expense, development, construction and management services expenses and other
non-recurring costs or expenses. The following income or gains are then deducted from net income (loss) attributable to common
stockholders, adjusted for add backs of expenses or charges: income tax benefit, other income, development, construction and management
services revenues and non-recurring income or gains.
NOI excludes multiple
components of net income (loss) attributable to common stockholders (computed in accordance with GAAP) and captures neither the
changes in the value of our properties that result from use or market conditions nor the level of capital expenditures necessary
to maintain the operating performance of our properties, all of which have real economic effects and could materially and adversely
impact our results of operations. Therefore, the utility of NOI as a measure of our performance is limited. Additionally, other
companies, including other equity REITs, may use different methodologies for calculating NOI and, accordingly, NOI as disclosed
by such other companies may not be comparable to NOI published herein. We believe that in order to facilitate a clear understanding
of our historical operating results, NOI should be examined in conjunction with net income (loss) as presented in the condensed
consolidated financial statements accompanying this report. NOI should not be considered as an alternative to net income (loss)
attributable to common stockholders as an indicator of our properties’ financial performance or to cash flow from operating
activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund
our cash needs, including our ability to pay dividends or make distribution.
Development, Construction and Management
Services
Development and
Construction Services.
In addition to our wholly-owned properties, substantially all of which were developed and built
by us, we also provide development and construction services to unconsolidated joint ventures in which we have an ownership interest.
We act as a general contractor on all of our construction projects. When building properties for our own account (
i.e.
,
for entities that are consolidated in our financial statements), construction revenues and expenses are eliminated for accounting
purposes and construction costs are ultimately reflected as capital additions. Thus, building properties for our own account does
not generate any revenues or expenses in our development, construction and management services segment on a consolidated basis.
Alternatively, when performing these services for unconsolidated joint ventures, we recognize construction revenues based on the
costs that have been contractually agreed to with the joint venture for the construction of the property and expenses based on
the actual costs incurred. Construction revenues are recognized using the percentage of completion method, as determined by construction
costs incurred relative to total estimated construction costs, as adjusted to eliminate our proportionate ownership of each entity.
Actual construction costs are expensed as incurred and are likewise adjusted to eliminate our proportionate ownership of each entity.
Operating income generated by our development and construction activities generally reflects the development fee and construction
fee income that is realized by providing these services to unconsolidated joint ventures (
i.e.
, the "spread" between
the contractual cost of construction and the actual cost of construction).
Management Services.
In
addition to our wholly-owned properties, all but one of which are managed by us, we also provide management services to unconsolidated
joint ventures in which we have an ownership interest. We recognize management fees from these entities as earned in accordance
with the property management agreement with these entities, as adjusted to eliminate our proportionate ownership of each entity.
We have set forth
a discussion comparing our condensed consolidated results for the three months ended March 31, 2014 to the condensed consolidated
results of our operations for the three months ended March 31, 2013. The historical results of operations presented below
should be reviewed in conjunction with the notes to the condensed consolidated financial statements accompanying this report.
Comparison of the Three Months Ended
March 31, 2014 and 2013
As of March 31, 2014,
our property portfolio consisted of 32 consolidated operating properties, containing approximately 6,283 apartment units and 17,161
beds, and 37 operating properties held in four unconsolidated joint ventures, containing approximately 6,917 apartment units and
18,325 beds.
As of March 31,2013,
our property portfolio consisted of 28 consolidated operating properties, containing approximately 5,480 apartment units and 14,920
beds, and 40 operating properties held in four unconsolidated joint ventures, containing approximately 13,711 apartment units and
20,077 beds. Four consolidated operating properties sold during 2013 have been presented in discontinued operations.
The following table
presents our results of operations for the periods presented, including the amount and percentage change in these results between
the periods (in thousands):
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
Change ($)
|
|
|
Change (%)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Student housing rental
|
|
$
|
23,635
|
|
|
$
|
20,748
|
|
|
$
|
2,887
|
|
|
|
14
|
%
|
Student housing services
|
|
|
973
|
|
|
|
824
|
|
|
|
149
|
|
|
|
18
|
%
|
Development,
construction and management services
|
|
|
7,436
|
|
|
|
11,427
|
|
|
|
(3,991
|
)
|
|
|
-35
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
32,044
|
|
|
|
32,999
|
|
|
|
(955
|
)
|
|
|
-3
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Student housing operations
|
|
|
10,613
|
|
|
|
9,690
|
|
|
|
923
|
|
|
|
10
|
%
|
Development, construction
and management services
|
|
|
6,394
|
|
|
|
10,658
|
|
|
|
(4,264
|
)
|
|
|
-40
|
%
|
General and administrative
|
|
|
3,506
|
|
|
|
2,651
|
|
|
|
855
|
|
|
|
32
|
%
|
Transaction costs
|
|
|
585
|
|
|
|
385
|
|
|
|
200
|
|
|
|
52
|
%
|
Ground leases
|
|
|
117
|
|
|
|
54
|
|
|
|
63
|
|
|
|
117
|
%
|
Depreciation and amortization
|
|
|
6,980
|
|
|
|
5,678
|
|
|
|
1,302
|
|
|
|
23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
28,195
|
|
|
|
29,116
|
|
|
|
(921
|
)
|
|
|
-3
|
%
|
Equity in earnings of unconsolidated entities
|
|
|
319
|
|
|
|
410
|
|
|
|
(91
|
)
|
|
|
-22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,168
|
|
|
|
4,293
|
|
|
|
(125
|
)
|
|
|
-3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonoperating income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(3,376
|
)
|
|
|
(2,884
|
)
|
|
|
(492
|
)
|
|
|
17
|
%
|
Other income
|
|
|
66
|
|
|
|
36
|
|
|
|
30
|
|
|
|
83
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonoperating expense,
net
|
|
|
(3,310
|
)
|
|
|
(2,848
|
)
|
|
|
(462
|
)
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income tax benefit
|
|
|
858
|
|
|
|
1,445
|
|
|
|
(587
|
)
|
|
|
-41
|
%
|
Income tax benefit
|
|
|
190
|
|
|
|
452
|
|
|
|
(262
|
)
|
|
|
-58
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
1,048
|
|
|
|
1,897
|
|
|
|
(849
|
)
|
|
|
-45
|
%
|
Income from discontinued operations
|
|
|
-
|
|
|
|
270
|
|
|
|
(270
|
)
|
|
|
N/A
|
|
Net income
|
|
|
1,048
|
|
|
|
2,167
|
|
|
|
(1,119
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on preferred stock
|
|
|
3,050
|
|
|
|
1,150
|
|
|
|
1,900
|
|
|
|
165
|
%
|
Net income (loss)
attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
11
|
|
|
|
(26
|
)
|
|
|
-236
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss) attributable to common stockholders
|
|
$
|
(1,987
|
)
|
|
$
|
1,006
|
|
|
$
|
(2,993
|
)
|
|
|
-298
|
%
|
Student Housing Operations
Revenues in the student
housing operations segment (which include student housing rental and student housing service revenues) increased by approximately
$3.0 million and operating expenses in the student housing operations segment increased by approximately $0.9 million
during the three months ended March 31, 2014, as compared to the three months ended March 31, 2013. The increase in revenues was
primarily due to the acquisition of Campus Crest at Toledo, Ohio, in March 2013, the opening of two new properties in August 2013
(The Grove at Muncie, Indiana, and The Grove at Fort Collins, Colorado), the opening of the undamaged portion of a new property
in August 2013 (The Grove at Pullman, Washington) and an increase in our monthly revenue per occupied bed at our "same store"
properties, partially offset by a decrease in our occupancy at our "same store" properties. The increase in operating
expenses was primarily due to the aforementioned activity.
New Property Operations.
In
January 2014, we acquired the remaining ownership interests in The Grove at Denton, Texas, which contributed approximately $0.4
million of NOI ($0.7 million of revenues and $0.3 million of operating expenses) for the three months ended March 31, 2014, compared
to no contribution for the three months ended March 31, 2013. Prior to the acquisition of these interests, we accounted for our
ownership in The Grove at Denton, Texas, under the equity method. In August 2013, we began operations at The Grove at Muncie, Indiana,
The Grove at Fort Collins, Colorado, The Grove at Flagstaff II, Arizona, and partial operations at The Grove at Pullman, Washington,
which contributed approximately $2.0 million of NOI ($2.6 million of revenues and $0.6 million of operating expenses), compared
to no contribution for the three months ended March 31, 2013. In March 2013, we acquired Campus Crest at Toledo, Ohio, which contributed
approximately $0.1 million of NOI ($0.3 million of revenues and $0.2 million of operating expenses) for the three months ended
March 31, 2014, compared to approximately $0.0 million of NOI ($0.1 million of revenues and $0.1 million of operating expenses)
for the three months ended March 31, 2013.
"Same-Store"
Property Operations.
Our 28 "same-store” properties contributed approximately $11.5 million of NOI ($21.0 million
of revenues and $9.5 million of operating expenses) for the three months ended March 31, 2014, as compared to approximately $11.9
million of NOI ($21.5 million of revenues and $9.6 million of operating expenses) for the three months ended March 31, 2013. The
decrease in revenue at our "same-store" properties was due a decrease in average occupancy to approximately 90.5% for
the three months ended March 31, 2014 from approximately 93.4% for the three months ended March 31, 2013, partially offset by an
increase in average monthly revenue per occupied bed ("RevPOB") to $518 for the three months ended March 31, 2014 from
$514 for the three months ended March 31, 2013. There were no large fluctuations in operating expenses between the three months
ended March 31, 2014 as compared to the three months ended March 31, 2013.
The following is a
reconciliation of our net income (loss) attributable to common stockholders to NOI for the periods presented, including our same
store and new properties (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(1,987
|
)
|
|
$
|
1,006
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
11
|
|
Preferred stock dividends
|
|
|
3,050
|
|
|
|
1,150
|
|
Income tax (benefit) expense
|
|
|
(190
|
)
|
|
|
(452
|
)
|
Other (income) expense
|
|
|
(66
|
)
|
|
|
(36
|
)
|
(Income) loss from discontinued operations
|
|
|
-
|
|
|
|
(270
|
)
|
Interest expense
|
|
|
3,376
|
|
|
|
2,884
|
|
Equity in earnings of unconsolidated entities
|
|
|
(319
|
)
|
|
|
(410
|
)
|
Depreciation and amortization
|
|
|
6,980
|
|
|
|
5,678
|
|
Ground lease expense
|
|
|
117
|
|
|
|
54
|
|
General and administrative expense
|
|
|
3,506
|
|
|
|
2,651
|
|
Transaction costs
|
|
|
585
|
|
|
|
385
|
|
Development, construction and management services expenses
|
|
|
6,394
|
|
|
|
10,658
|
|
Development, construction and management services revenues
|
|
|
(7,436
|
)
|
|
|
(11,427
|
)
|
Total NOI
|
|
$
|
13,995
|
|
|
$
|
11,882
|
|
Same store properties NOI
|
|
$
|
11,544
|
|
|
$
|
11,878
|
|
New properties NOI
|
|
$
|
1,692
|
|
|
$
|
-
|
|
Toledo and Pullman NOI
|
|
$
|
759
|
|
|
$
|
4
|
|
Development, Construction and Management
Services
Revenues and operating
expenses in the development, construction and management services segment decreased by approximately $4.0 million and approximately
$4.3 million, respectively, for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013.
Our development, construction and management services segment recognizes revenues and operating expenses for development, construction
and management services provided to unconsolidated joint ventures in which we have an ownership interest. We eliminate revenue
and related expenses on such transactions with our unconsolidated entities to the extent of our ownership interest. The decreases
in development, construction and management services revenues and operating expenses were primarily due to a lower volume of unconsolidated
service activity and the scope and timing of those services. During the three months ended March 31, 2014, we provided construction
and development services for two unconsolidated joint ventures in which we have a 30% interest and development-only services for
two unconsolidated joint ventures in which we have a 35% interest, one unconsolidated joint venture in which we have a 30% interest,
and one unconsolidated joint venture in which we have a 67% interest. During the three months ended March 31, 2013, we provided
construction and development services for three unconsolidated joint ventures in which we have a 20% interest. Although we remain
in the early stages of the construction cycle for our current round of developments, we believe our current round of developments
will be materially in line with our expectations.
General and Administrative
General and administrative
expenses increased from approximately $2.7 million for the three months ended March 31, 2013 to approximately $3.5 million for
the three months ended March 31, 2014. The $0.8 million increase was primarily due to an increase in the number of full-time employees
and travel expenses resulting from our growth.
Transaction Costs
We recognized approximately
$0.6 million in transaction costs related to the CB Portfolio and CSH Montreal for the three months ended March 31, 2014. We capitalized
approximately $1.8 million of direct, incremental costs related to the CB Portfolio Acquisition into the basis of our investment
for the three months ended March 31, 2014.
We recognized approximately
$0.4 million in transaction costs related to the CB Portfolio for the three months ended March 31, 2013. We capitalized approximately
$9.0 million of direct, incremental costs related to the CB Portfolio Acquisition into the basis of our investment for the three
months ended March 31, 2013.
Depreciation and Amortization
Depreciation and amortization
expense increased from approximately $5.7 million for the three months ended March 31, 2013 to approximately $7.0 million for the
three months ended March 31, 2014. This increase was primarily due to the increase in the number of operating properties.
Equity in Earnings of Unconsolidated
Entities
Equity in earnings
of unconsolidated entities, which represents our share of the net income from entities in which we have a noncontrolling interest
did not change materially from the three months ended March 31, 2013 to the three months ended March 31, 2014 as our
increase in financing fees attributable to CSH Montreal were offset by a decrease in equity in earnings from the CB Portfolio resulting
from additional amortization related to purchase price intangibles.
Interest Expense
Interest expense increased
approximately $0.5 million for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013,
primarily due to an increase in average outstanding indebtedness, partially offset by a lower interest rate on our Revolving Credit
Facility in the first quarter of 2014.
Other Income/(Expense)
For the three months
ended March 31, 2014 and 2013, we did not record material amounts of other income/(expense).
Income Tax Benefit
We recorded an income
tax benefit for both the three months ended March 31, 2014 and the three months ended March 31, 2013 due to losses in
our TRS entities generating deferred tax assets that are expected to be utilized against prior taxable income and future reversing
deferred tax liabilities.
Income from Discontinued Operations
In December 2013,
we sold four wholly-owned properties: The Grove at Jacksonville, Alabama, The Grove at Jonesboro, Arkansas, The Grove at Wichita,
Kansas, and The Grove at Wichita Falls, Texas and classified their results of operations within discontinued operations in the
condensed consolidated statements of operations and comprehensive income (loss). There was no such disposition during the three
months ended March 31, 2014.
Dividends on Preferred Stock
Dividends on preferred
stock increased to approximately $3.1 million for the three months ended March 31, 2014 compared to $1.2 million for the three
months ended March 31, 2013 primarily due to an increase in the average number of shares of preferred stock outstanding in 2013.
In October 2013, we reopened our Series A Preferred Stock in an underwritten public offering of 3,800,000 shares of preferred stock.
Cash Flows
Net cash provided
by operating activities was approximately $2.3 million for the three months ended March 31, 2014 as compared to approximately $3.5
million for the three months ended March 31, 2013, a decrease of approximately $1.2 million. Net income adjusted for non-cash items
provided approximately $10.2 million for the three months ended March 31, 2014 as compared to approximately $9.6 million for the
three months ended March 31, 2013, an increase of approximately $0.6 million. This increase is due to the addition of properties
placed into service in 2013. Approximately $7.9 million was used by working capital purposes for the three months ended March 31,
2014 as compared to approximately $6.1 million used by working capital accounts for the three months ended March 31, 2013, an increase
of approximately $1.8 million. The increase was primarily due to the timing of construction billings and vendor payments.
Net cash used in investing
activities totaled approximately $64.3 million for the three months ended March 31, 2014 as compared to net cash used of approximately
$324.8 million for the three months ended March 31, 2013, a decrease of approximately $260.5 million. For the three months ended
March 31, 2014, we acquired the remaining ownership interests in Denton, TX. See Note 5 to the accompanying condensed consolidated
financial statements. For the three months ended March 31, 2013, we acquired ownership interests in the CB Portfolio as well as
the property acquisition in Toledo, Ohio.
Net cash provided
by financing activities totaled approximately $44.3 million for the three months ended March 31, 2014 as compared to net cash provided
of approximately $327.1 million for the three months ended March 31, 2013, a decrease of approximately $282.8 million. For the
three months ended March 31, 2014, we funded ongoing construction projects through our revolving credit facility as well as dividend
payments on higher average common and preferred shares, as compared to the three months ended March 31, 2013. For the three months
ended March 31, 2013, we received net proceeds of approximately $299.7 million from our common stock offering, which was used to
fund the acquisition of ownership interests in the CB Portfolio as well as for working capital purposes.
Liquidity and Capital Resources
Our capital resources
include accessing the public debt and equity markets, when available, mortgage and construction loan financing and immediate access
to the Amended Credit Facility (discussed below).
As a REIT, we generally
must distribute annually at least 90% of our REIT taxable income, excluding any net capital gain, in order for corporate income
tax not to apply to earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less
than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we distribute to our stockholders in
a calendar year is less than a minimum amount specified under U.S. federal income tax laws. We intend to make distributions to
our stockholders to comply with the requirements of the Internal Revenue Code and to avoid paying corporate tax on undistributed
income. Additionally, we intend to make distributions that exceed these requirements. We may need to obtain financing to meet our
distribution requirements because:
|
·
|
our income may not be matched by our related
expenses at the time the income is considered received for purposes of determining taxable income; and
|
|
·
|
non-deductible capital expenditures, creation
of reserves or debt service requirements may reduce available cash but not taxable income.
|
In these circumstances,
we may be forced to obtain third-party financing on terms we might otherwise find unfavorable, and we cannot provide assurance
that we will be able to obtain such financing. Alternatively, if we are unable or unwilling to obtain third-party financing on
the available terms, we could choose to pay a portion of our distributions in stock instead of cash, or we may fund distributions
through asset sales.
Principal Capital Resources
In January 2013, we
entered into a credit agreement (the "Second Amended and Restated Credit Agreement") with Citibank, N.A. and certain
other parties. The Second Amended and Restated Credit Agreement provides for a senior unsecured credit facility (the "Revolving
Credit Facility") of up to $250.0 million, with sub-limits of $30.0 million for swing line loans and $15.0 million for letters
of credit. The Second Amended and Restated Credit Agreement also provides for a term loan of $50.0 million (the "Term Loan"
and, together with the Revolving Credit Facility, the "Amended Credit Facility").
As of March 31, 2014,
we had approximately $116.0 million outstanding under our Revolving Credit Facility and $50 million outstanding under the Term
Loan. The amounts outstanding under our Revolving Credit Facility and Term Loan, as well as outstanding letters of credit, will
reduce the amount that we may be able to borrow under this facility for other purposes. As of March 31, 2014, we had approximately
$103.5 million in borrowing capacity under our revolving credit facility, and amounts borrowed under the facility will be due at
its maturity in January 2017, subject to a one-year extension, which we may exercise at our option, subject to the satisfaction
of certain terms and conditions, including the payment of an extension fee. The amount available for us to borrow under the Amended
Credit Facility is based on the sum of (a) the lesser of (i) 60.0% of the "as-is" appraised value of our properties that
form the borrowing base of the Amended Credit Facility and (ii) the amount that would create a debt service coverage ratio of not
less than 1.5, and (b) 50% of the aggregate of the lesser of (i) the book value of each of our development assets (as such term
is defined in the Second Amended and Restated Credit Agreement) and (ii) the "as-is" appraised value of each of our development
assets, subject to certain limitations in the Second Amended and Restated Credit Agreement.
We incur an unused
fee on the balance between the amount available under the Revolving Credit Facility and the amount outstanding under the Revolving
Credit Facility (i) of 0.30% per annum if our average borrowing is less than 50.0% of the total amount available or (ii) 0.25%
per annum if our average borrowing is greater than 50.0% of the total amount available.
Additionally, the
Amended Credit Facility has an accordion feature that allows us to request an increase in the total commitments from $300.0 million
to $600.0 million, subject to conditions. Amounts outstanding under the Amended Credit Facility bear interest at a floating rate
equal to, at our election, the Eurodollar Rate or the Base Rate (each as defined in the Second Amended and Restated Credit Agreement)
plus a spread that depends upon our leverage ratio. The spread for borrowings under the Revolving Credit Facility ranges from 1.75%
to 2.50% for Eurodollar Rate based borrowings and from 0.75% to 1.50% for Base Rate based borrowings, and the spread for the Term
Loan ranges from 1.70% to 2.45% for Eurodollar Rate based borrowings and from 0.70% to 1.45% for Base Rate based borrowings.
Our ability to borrow
under the Amended Credit Facility is subject to its ongoing compliance with a number of customary financial covenants, including:
|
·
|
a maximum leverage ratio of not greater
than 0.60:1.00;
|
|
·
|
a minimum fixed charge coverage ratio
of not less than 1.50:1.00;
|
|
·
|
a minimum ratio of fixed rate debt and
debt subject to hedge agreements to total debt of not less than 66.67%;
|
|
·
|
a maximum secured recourse debt ratio
of not greater than 20.0%;
|
|
·
|
a minimum tangible net worth of not less
than the sum of $330,788,250 plus an amount equal to 75.0% of the net proceeds of any additional equity issuances; and
|
|
·
|
a maximum secured debt ratio of not greater
than 50% through February 17, 2013 and not greater than 45.0% on any date thereafter.
|
Pursuant to the terms
of the Amended Credit Facility, we may not pay distributions that exceed the greater of (i) 95.0% of our funds from operations,
or (ii) the minimum amount required for us to qualify and maintain our status as a REIT. If a default or event of default occurs
and is continuing, we also may be precluded from making certain distributions (other than those required to allow us to qualify
and maintain our status as a REIT).
We and certain of
our subsidiaries guarantee the obligations under the Amended Credit Facility and we and certain of our subsidiaries have provided
a negative pledge against specified assets (including real property), stock and other interests.
As of March 31, 2014,
we were in compliance with the above financial covenants with respect to our Amended Credit Facility.
Short-Term Liquidity Needs
We believe that we
will have sufficient capital resources as a result of operations and the borrowings in place to fund ongoing operations and distributions
required to maintain REIT compliance. We anticipate using our cash flow from continuing operations, cash and cash equivalents,
and Amended Credit Facility availability to fund our business operations, cash dividends and distributions, debt amortization,
and recurring capital expenditures. Capital requirements for significant acquisitions and development projects may require funding
from borrowings and/or equity offerings.
Development Expenditures
Our development activities
have historically required us to fund pre-development expenditures such as architectural fees, engineering fees and earnest deposits.
Because the closing of a development project’s financing is often subject to various delays, we cannot always predict accurately
the liquidity needs of these activities. We frequently incur these pre-development expenditures before a financing commitment has
been obtained and, accordingly, bear the risk of the loss of these pre-development expenditures if financing cannot ultimately
be arranged on acceptable terms.
We are building
four new student housing properties which are wholly owned by us. We are currently targeting completion of these properties
for the 2014-2015 academic year and expect the cost to complete to be approximately $123.7 million. As of March 31, 2014, we have the necessary financing in place for these projects and have funded approximately $42.8 million of
our $60.1 million equity requirement. No assurance can be given that we will complete construction of these properties
in accordance with our current expectations (including the estimated cost thereof). For each of these projects, we
commenced construction subsequent to conducting significant pre-development activities.
We are building
two new student housing properties which are owned by HSRE X, a joint venture that we established with HSRE, and in which we
own a 30.0% interest. We are currently targeting completion of these properties for the 2014-2015 academic year and expect
the cost to complete to be approximately $69.0 million. As of March 31, 2014, we have the necessary financing in place for
these projects and have funded all of our approximate $9.7 million equity requirement. No assurance can be given that we
will complete construction of these properties in accordance with our current expectations (including the estimated cost
thereof). For each of these projects, we commenced construction subsequent to conducting significant pre-development
activities.
We are building
one new student housing property which is owned by HSRE IX, a joint venture that we established with HSRE and Brandywine, in
which we own a 30.0% interest. We are currently targeting completion of this property for the 2014-2015 academic year and
expect the cost to complete to be approximately $158.5 million. As of March 31, 2014, we have the necessary financing in
place for this project and have funded all of our approximate $18.2 million equity requirement. No assurance can be given
that we will complete construction of this property in accordance with our current expectations (including the estimated cost
thereof). For this project, we commenced construction subsequent to conducting significant pre-development activities.
We are also
redeveloping two new student housing properties that are owned by CSH Montreal, a joint venture that we established with
Beaumont in which we own a 35.0% interest. We are currently targeting completion of these properties prior to the 2014-2015
academic year and expect the cost to complete to be approximately $166.4 million. As of March 31, 2014, the joint venture has
the necessary financing in place for these projects, for which we are the guarantor, and we have funded all of our approximate $37.9
million equity requirement. No assurance can be given that we will complete construction of these properties in accordance
with our current expectations (including the estimated cost thereof). For each of these projects, we commenced construction
subsequent to conducting significant pre-development activities.
Copper Beech is also
building one new student housing property in which our interest will be commensurate with the remainder of the CB portfolio. We
are currently targeting completion of this property prior to the 2014-2015 academic year and expect the cost to complete to be
approximately $33.6 million. As of March 31, 2014, we have the necessary financing in place for this project and have funded
approximately $6.9 million of our $10.1 million equity requirement. We intend to finance our share of the remaining construction
costs through the Revolving Credit Facility. No assurance can be given that we will complete construction of this property in
accordance with our current expectations (including the estimated cost thereof). For this project, we commenced construction subsequent
to conducting significant pre-development activities.
Long-Term Liquidity Needs
Our long-term liquidity
needs consist primarily of funds necessary to pay for long-term development activities, non-recurring capital expenditures, potential
acquisitions of properties and payments of debt at maturity. Long-term liquidity needs may also include the payment of unexpected
contingencies, such as remediation of unknown environmental conditions at our properties or at additional properties that we develop
or acquire, or renovations necessary to comply with the Americans with Disabilities Act or other regulatory requirements. We do
not expect that we will have sufficient funds on hand to cover all of our long-term liquidity needs. We will therefore seek to
satisfy these needs through cash flow from operations, additional long-term secured and unsecured debt, including borrowings under
our Revolving Credit Facility, the issuance of debt securities, the issuance of equity securities and equity-related securities
(including OP units), property dispositions and joint venture transactions. We believe that we will have access to these sources
of capital to fund our long-term liquidity requirements, but we cannot make any assurance that this will be the case, especially
in difficult market conditions.
As discussed previously,
we have the option to acquire additional interests in the CB Portfolio which would result in a significant cash outflow. It is
the Company’s intention to exercise the purchase options; however, the Company does not intend to exercise the purchase options
on the terms set forth in the Amendment to the Purchase Agreement. The Company is currently in discussions with the Sellers regarding
an amendment to the terms of each of the purchase options; however, there can be no assurance that the Company will be able to
renegotiate the purchase options on terms sufficiently favorable to the Company to allow for the exercise of the purchase options.
Therefore, there can be no assurance with respect to the timing of the exercise of any of the purchase options.
Commitments
The following table
summarizes our contractual commitments as of March 31, 2014 (including future interest payments) (in thousands):
|
|
Total
|
|
|
2014
|
|
|
2015-2016
|
|
|
2017-2018
|
|
|
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt Obligations
|
|
$
|
492,138
|
|
|
$
|
1,831
|
|
|
$
|
91,151
|
|
|
$
|
344,636
|
|
|
$
|
54,520
|
|
Interest Payments on Outstanding Debt Obligations
|
|
|
53,708
|
|
|
|
10,607
|
|
|
|
25,978
|
|
|
|
8,853
|
|
|
|
8,270
|
|
Operating Lease Obligations
|
|
|
47,719
|
|
|
|
1,100
|
|
|
|
2,957
|
|
|
|
2,989
|
|
|
|
40,673
|
|
Purchase Obligations
(1)
|
|
|
87,231
|
|
|
|
86,330
|
|
|
|
901
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
(2)
|
|
$
|
680,796
|
|
|
$
|
99,868
|
|
|
$
|
120,987
|
|
|
$
|
356,478
|
|
|
$
|
103,463
|
|
|
(1)
|
Obligations relate to subcontracts executed by Campus Crest Construction to complete projects under
construction at March 31, 2014.
|
|
(2)
|
Excludes joint venture debt of approximately $32.5 million due to mature in February 2015, of which
we are a 63.9% owner, approximately $49.6 million that matures December 2014 and January 2015, of which we are a 10.0% owner, approximately
$33.0 million that matures May 2015 and December 2015, of which we are a 20.0% owner, approximately $23.8 million that matures
in July 2016, of which we are a 30.0% owner, approximately $9.2 million that matures September 2016 and September 2018, of which
we are a 30.0% owner, and approximately $61.8 million that matures in January 2016, of which we are a 35.0% owner.
|
Off-Balance Sheet Arrangements
Joint Ventures
We have investments
in real estate ventures with the CB Investors, HSRE, Brandywine and Beaumont that are not consolidated by us. These joint ventures
are engaged primarily in developing, constructing, owning and managing student housing properties in the United States and Canada.
Along with the joint venture partners, we hold joint approval rights for major decisions, including those regarding property acquisition
and disposition as well as property operations. As such, we hold noncontrolling interests in these joint ventures and account for
them under the equity method of accounting.
We are the guarantor
of the construction and mortgage debt and revolving credit facilities of our ventures with HSRE and Beaumont. Detail of our unconsolidated
investments at March 31, 2014 is presented in the following table (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
|
|
|
|
|
|
|
|
|
Number of Properties
|
|
|
|
|
|
|
|
|
Weighted
Average
|
|
|
|
Unconsolidated Entities
|
|
Our
Ownership
|
|
|
Year
Founded
|
|
|
In
Operation
|
|
|
Under
Development
|
|
|
Our Total
Investment
|
|
|
Amount
Outstanding
|
|
|
Interest
Rate
|
|
|
Maturity Date / Range
|
HSRE-Campus Crest I, LLC
|
|
|
63.9
|
%
|
|
|
2009
|
|
|
|
3
|
|
|
|
-
|
|
|
$
|
10,578
|
|
|
|
32,485
|
|
|
|
2.65
|
%(1)
|
|
2/9/2015
|
HSRE-Campus Crest V, LLC
|
|
|
10.0
|
%
|
|
|
2011
|
|
|
|
3
|
|
|
|
-
|
|
|
|
3,426
|
|
|
|
49,614
|
|
|
|
2.87
|
%(1)
|
|
12/20/2014 – 01/05/2015
|
HSRE-Campus Crest VI, LLC
|
|
|
20.0
|
%
|
|
|
2012
|
|
|
|
3
|
|
|
|
-
|
|
|
|
13,527
|
|
|
|
32,998
|
|
|
|
2.52
|
%(1)
|
|
5/08/2015 – 12/19/2015
|
HSRE-Campus Crest IX, LLC
|
|
|
30.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
1
|
|
|
|
18,573
|
|
|
|
23,795
|
|
|
|
2.35
|
%(1)
|
|
7/25/2016
|
HSRE-Campus Crest X, LLC
|
|
|
30.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
2
|
|
|
|
9,389
|
|
|
|
9,224
|
|
|
|
2.33
|
%(1)
|
|
9/06/2016-9/30/2018
|
CB Portfolio
|
|
|
67.0
|
%(3)
|
|
|
2013
|
|
|
|
28
|
|
|
|
-
|
|
|
|
254,252
|
|
|
|
390,936
|
|
|
|
5.65
|
%(2)
|
|
6/01/2014 – 10/01/2020
|
CB Ames
|
|
|
67.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
1
|
|
|
|
11,758
|
|
|
|
-
|
|
|
|
n/a
|
|
|
n/a
|
CSH Montreal LP
|
|
|
35.0
|
%(4)
|
|
|
2013
|
|
|
|
-
|
|
|
|
2
|
|
|
|
36,238
|
|
|
|
61,831
|
|
|
|
6.37
|
%(1)
|
|
1/13/2016
|
Other
|
|
|
20.0
|
%
|
|
|
2013
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,560
|
|
|
|
-
|
|
|
|
n/a
|
|
|
n/a
|
Total Unconsolidated Entities
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
6
|
|
|
$
|
359,301
|
|
|
|
600,883
|
|
|
|
4.98
|
%
|
|
|
|
(1)
|
Variable interest rates.
|
|
(2)
|
Comprised of fixed rate debt.
|
|
(3)
|
As of March 31, 2014, we had a 67.0% effective interest in the CB Portfolio.
|
|
(4)
|
As of March 31, 2014, we had a
CAD 16.0 million ($14.4 million)
of preferred bridge equity
in CSH Montreal. See Note 5 to the accompanying condensed consolidated financial statements.
|
Funds From Operations (FFO)
FFO is used by industry
analysts and investors as a supplemental operating performance measure for REITs. We calculate FFO in accordance with the definition
that was adopted by the Board of Governors of NAREIT. FFO, as defined by NAREIT, represents net income (loss) determined in accordance
with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating
real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and after adjustments
for unconsolidated partnerships and joint ventures. In addition, in October 2011, NAREIT communicated to its members that the exclusion
of impairment write-downs of depreciable real estate is consistent with the definition of FFO.
We use FFO as a supplemental
performance measure because, in excluding real estate-related depreciation and amortization and gains and losses from property
dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental
rates and operating expenses. We also believe that, as a widely recognized measure of the performance of equity REITs, FFO will
be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation
and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor
the level of capital expenditures necessary to maintain the operating performance of our properties, all of which have real economic
effects and could materially and adversely impact our results of operations, the utility of FFO as a measure of our performance
is limited.
While FFO is a relevant
and widely used measure of operating performance of equity REITs, other equity REITs may use different methodologies for calculating
FFO and, accordingly, FFO as disclosed by such other REITs may not be comparable to FFO published herein. Therefore, we believe
that in order to facilitate a clear understanding of our historical operating results, FFO should be examined in conjunction with
net income (loss) as presented in the condensed consolidated financial statements accompanying this report. FFO should not be considered
as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our properties’ financial performance
or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative
of funds available to fund our cash needs, including our ability to pay dividends or make distributions.
The following table
presents a reconciliation of our FFO to our net income (loss) for the periods presented (in thousands):
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Funds from operations (“FFO”)
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
(1,987
|
)
|
|
$
|
1,006
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(15
|
)
|
|
|
11
|
|
Real estate related depreciation and amortization
|
|
|
6,677
|
|
|
|
6,296
|
|
Real estate related depreciation and amortization unconsolidated entities
|
|
|
7,333
|
|
|
|
807
|
|
FFO
|
|
$
|
12,008
|
|
|
$
|
8,120
|
|
In addition to FFO,
we believe it is also a meaningful measure of our performance to adjust FFO to exclude the transaction costs and fair value of
debt adjustments within our investment in Copper Beech. Excluding transaction costs and fair value of debt adjustments within our
investment in Copper Beech adjusts FFO to be more reflective of operating results prior to capital replacement or expansion, debt
amortization of principal or other commitments and contingencies. This measure is referred to herein as "FFOA.".
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
FFO
|
|
$
|
12,008
|
|
|
$
|
8,120
|
|
Elimination of transaction costs
|
|
|
585
|
|
|
|
385
|
|
Elimination of fair value of debt adjustment at our investment in Copper Beech
|
|
|
(1,754
|
)
|
|
|
(112
|
)
|
Funds from operations adjusted (“FFOA”)
|
|
$
|
10,839
|
|
|
$
|
8,393
|
|
Inflation
Our student housing
leases typically do not have terms that extend beyond 12 months. Accordingly, although on a short-term basis we would be required
to bear the impact of rising costs resulting from inflation, we have the opportunity to raise rental rates at least annually to
offset any rising costs. However, our ability to raise rental rates could be limited by a weak economic environment, declining
student enrollment at our principal colleges and universities or competition in the marketplace.