Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

13. Equity

Preferred Stock

The Company’s 8.0% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) ranks senior to the Company’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs. The Company pays 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.

The Company may not redeem the Series A Preferred Stock prior to February 9, 2017, except in limited circumstances relating to the Company’s ability to qualify as a REIT. On or after February 9, 2017, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 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 the Company fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.

In February 2012, the Company completed an underwritten public offering of approximately 2.3 million shares of its Series A Preferred Stock, including approximately 0.3 million shares issued and sold pursuant to the exercise of the underwriters’ overallotment option in full to purchase additional shares of the Series A Preferred Stock. The shares of Series A Preferred Stock were issued at a public offering price of $25.00 per share, resulting in net proceeds of approximately $54.9 million, after deducting the underwriting discount and other estimated offering expenses of approximately $2.6 million. The Company used the net proceeds to repay approximately $48.9 million of indebtedness outstanding under two construction loans which had been used as partial funding for the four properties that were delivered for the 2011-2012 academic year. The Company used the remaining proceeds for general corporate purposes, including funding properties currently under development.

In October 2013, the Company reopened its Series A Preferred Stock in an underwritten public offering of 3.8 million shares, including 0.4 million shares issued and sold pursuant to the partial exercise of the underwriters’ option to purchase additional shares of the Series A Preferred Stock. The shares of Series A Preferred Stock were issued at a public offering price of $25.0611 per share, resulting in net proceeds of approximately $91.3 million, after deducting the underwriting discount and other estimated offering expenses of approximately $4.0 million. The Company used the net proceeds, as well as the net proceeds from its issuance of Exchangeable Senior Notes (see Note 9), to repay approximately $46.8 million of indebtedness outstanding under three construction loans, to pay down the Credit Facility and for general corporate purposes.

Common Shares and OP Units

An OP Unit and a share of the Company’s common stock have essentially the same economic characteristics as they share equally in the net income (loss) and distributions of the Operating Partnership. An OP Unit may be tendered for redemption for cash or share of common stock; however, the Company has sole discretion and must have a sufficient amount of authorized common stock to exchange OP Units for shares of common stock on a one-for-one basis.

In July 2012, the Company completed an underwritten public offering of approximately 7.5 million shares of common stock, including approximately 1.0 million shares issued and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, resulting in net proceeds of approximately $72.2 million. The net proceeds were used to: (1) acquire the remaining ownership interests in The Grove at Moscow, Idaho and The Grove at Valdosta, Georgia that the Company did not already own, and to repay the mortgage debt secured by these properties; and (2) reduce borrowings outstanding under the Credit Facility. Remaining net proceeds were used for general corporate purposes.

In March 2013, the Company completed an underwritten public offering of approximately 25.5 million shares of common stock, including approximately 3.3 million shares issued and sold pursuant to the full exercise of the underwriters’ option to purchase additional shares, resulting in net proceeds of approximately $299.7 million. The net proceeds were used: (1) to fund the Company’s investment in the CB Portfolio and related transactional costs, including investment banking advisory fees; and (2) for general corporate purposes, including the repayment of debt.

In April 2013, the Board of Directors of the Company approved Articles of Amendment to the Company’s Articles of Amendment and Restatement to increase the number of authorized shares of the Company to 550 million shares of stock, consisting of 500 million shares of common stock, $0.01 par value per share, and 50 million shares of preferred stock, $0.01 par value per share.

In June 2013, the Company implemented an At-The-Market offering program under which the Company may sell at market price up to $100.0 million in shares of the Company’s common stock over the term of the program. At December 31, 2014, the Company had not issued and sold any shares under this program.

As of December 31, 2014, there were approximately 65.1 million OP Units outstanding, of which approximately 64.7 million, or 99.3%, were owned by the Company and approximately 0.4 million, or 0.7%, were owned by other partners. As of December 31, 2014, the fair market value of the OP Units not owned by the Company was $2.9 million, based on a market value of $7.31 per unit, which was the closing price per share of the Company’s common stock on the New York Stock Exchange on December 31, 2014.

The following is a summary of changes in the shares of the Company’s common stock for the periods shown (in thousands):

	For the Year Ended
	December 31, 2014		December 31, 2013
Common shares at beginning of period		64,502		38,558
Issuance of common shares		33		25,530
Issuance of restricted shares		357		496
Forfeiture of restricted shares		(150)		(82)
Common shares at end of period		64,742		64,502

The following is a summary of changes in the number of OP Units for the periods shown (in thousands):

	For the Year Ended
	December 31, 2014		December 31, 2013
OP Units at beginning of period		434		436
Redemption of OP Units		(33)		(2)
OP Units at end of period		401		434

Dividends and Distributions

For the years ended December 31, 2014, 2013 and 2012, the Company declared dividends per common share and OP Unit of $0.585 totaling approximately $38.1 million, $0.66 totaling approximately $42.9 million, and $0.64 totaling approximately $22.6 million, respectively.

For the years ended December 31, 2014 and 2013, the Company declared dividends per share of Series A Preferred Stock of $2.00 totaling approximately $12.2 million and $2.00 totaling approximately $6.5 million, respectively.

On December 19, 2014, the Company’s Board of Directors declared a fourth quarter 2014 dividend of $0.090 per share of common stock and OP Unit. The dividends were paid on January 29, 2015, to stockholders of record on December 31, 2014. At December 31, 2014, the Company accrued approximately $5.9 million related to its common stock dividend in accounts payable and accrued expenses in the Company’s accompanying consolidated balance sheet.

On December 19, 2014, the Company’s Board of Directors also declared a cash dividend of $0.50 per share of Series A Preferred Stock for the fourth quarter of 2014. The preferred stock dividend was paid on January 15, 2015, to stockholders of record on December 31, 2014. At December 31, 2014, the Company accrued approximately $3.1 million related to its preferred stock dividend in accounts payable and accrued expenses in the Company’s accompanying consolidated balance sheet.

The following is a summary of the taxable nature of the Company’s dividends paid for the periods shown:

	For the Years Ended December 31,
	2014					2013					2012
	Per Share		%			Per Share		%			Per Share		%
Common Stock:
Ordinary Dividend	$	-		0.0	%	$	0.097		14.8	%	$	0.018		2.8	%
Qualified Dividend		-		0.0	%		0.008		1.2	%		0.001		0.2	%
Capital Gain		-		0.0	%		-		0.0	%		-		0.0	%
Unrecaptured Sec. 1250		-		0.0	%		0.019		2.9	%		-		0.0	%
Return of Capital		0.660		100.0	%		0.531		81.1	%		0.621		97.0	%
Total	$	0.660		100.0	%	$	0.655		100.0	%	$	0.640		100.0	%
Preferred Stock:
Ordinary Dividend	$	-		0.0	%	$	1.565		78.3	%	$	1.272		92.7	%
Qualified Dividend		-		0.0	%		0.128		6.4	%		0.100		7.3	%
Capital Gain		-		0.0	%		-		0.0	%		-		0.0	%
Unrecaptured Sec. 1250		-		0.0	%		0.307		15.3	%		-		0.0	%
Return of Capital		2.000		100.0	%		-		0.0	%		-		0.0	%
Total	$	2.000		100.0	%	$	2.000		100.0	%	$	1.372		100.0	%

The Company has the right to accumulate and not pay dividends on the Series A Preferred Stock. If dividends on the Series A Preferred Stock are not paid, holders of our Common Stock will not receive any dividend distributions.