Dispositions | 3 Months Ended |
Mar. 31, 2015 |
Dispositions [Abstract] | |
Dispositions | 6. Dispositions |
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Disposition of limited service hotels |
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On January 19, 2015, the Board of Directors of the Company provided approval for the Company to form a joint venture (the “Joint Venture”) with Lightstone Value Plus Real Estate Investment Trust II, Inc. (“Lightstone II”), a real estate investment trust also sponsored by the Company's Sponsor and for the Joint Venture to acquire the Company's membership interest in up to 11 limited service hotels (the “Hotel Portfolio”) for an aggregate of approximately $122.4 million, plus closing and other third party transaction costs, with the acquisition of certain of the properties contingent upon obtaining existing lender approvals. As of December 31, 2014, the 11 limited service hotels were encumbered by an aggregate of approximately $67.2 million in debt. |
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The 11 limited service hotels consist of the following: |
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| • | a 151-room limited service hotel which operates as a Courtyard by Marriott (the “Courtyard – Parsippany”) located in Parsippany, New Jersey (wholly owned by the Lightstone REIT since July 30, 2012); | | | | | | | | | | |
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| • | a 90-room limited service hotel which operates as a Courtyard by Marriott (the “Courtyard - Willoughby”) located in Willoughby, Ohio (wholly owned by the Lightstone REIT since December 3, 2012); | | | | | | | | | | |
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| • | a 102-room limited service hotel which operates as a Fairfield Inn & Suites by Marriott (the “Fairfield Inn – Des Moines”) located in West Des Moines, Iowa (wholly owned by the Lightstone REIT since December 3, 2012); | | | | | | | | | | |
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| • | a 97-suite limited service hotel which operates as a SpringHill Suites by Marriott (the “SpringHill Suites - Des Moines”) located in West Des Moines, Iowa (wholly owned by the Lightstone REIT since December 3, 2012); | | | | | | | | | | |
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| • | a 82-room, Holiday Inn Express Hotel & Suites (the “Holiday Inn Express - Auburn”) located in Auburn, Alabama (wholly owned by the Lightstone REIT since January 18, 2013); | | | | | | | | | | |
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| • | a 121-room limited service hotel which operates as a Courtyard by Marriott (the “Courtyard - Baton Rouge”) located in Baton Rouge, Louisiana (90% owned by the Lightstone REIT since May 16, 2013); | | | | | | | | | | |
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| • | a 108-room limited service hotel which operates as a Residence Inn by Marriott (the “Residence Inn - Baton Rouge”) located in Baton Rouge, Louisiana (90% owned by the Lightstone REIT since May 16, 2013); | | | | | | | | | | |
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| • | a 130-room select service hotel which operates as a Starwood Hotel Group Aloft Hotel (the “Aloft – Rogers”) located in Rogers, Arkansas (wholly owned by the Lightstone REIT since June 18, 2013); | | | | | | | | | | |
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| • | a 83-room limited service hotel which operates as a Fairfield Inn & Suites by Marriott (the “Fairfield Inn – Jonesboro”) located in Jonesboro, Arkansas (95% owned by the Lightstone REIT since June 18, 2013); | | | | | | | | | | |
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| • | a 127-room limited service hotel which operates as a Hampton Inn (the “Hampton Inn - Miami”) located in Miami, Florida (wholly owned by the Lightstone REIT since August 30, 2013); and | | | | | | | | | | |
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| • | a 104-room limited service hotel which operates as a Hampton Inn & Suites (the “Hampton Inn & Suites - Fort Lauderdale”) located in Fort Lauderdale, Florida (wholly owned by the Lightstone REIT since August 30, 2013). | | | | | | | | | | |
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On January 29, 2015 the Company, through the Operating Partnership, entered into an agreement to form the Joint Venture with Lightstone II whereby the Company and Lightstone II have 2.5% and 97.5% membership interests in the Joint Venture, respectively. Lightstone II is the managing member. Each member may receive distributions and make future capital contributions based upon its respective ownership percentage, as required. As of March 31, 2015, the Company's 2.5% membership interest in the Joint Venture was approximately $1.5 million, recorded at cost, and is included in investment in affiliates on the consolidated balance sheet. |
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On January 29, 2015, the Company through a wholly owned subsidiary of the Operating Partnership, completed the disposition of its memberships interests in a portfolio of 5 of the 11 limited service hotels to be acquired by the Joint Venture previously approved by the Board of Directors for approximately $64.6 million, excluding transaction costs, or approximately $30.5 million, net of $34.1 million of debt which was repaid as part of the transaction, pursuant to five separate contribution agreements entered into with Lightstone II through the Joint Venture. |
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The 5 limited service hotels are as follows: |
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| • | Courtyard – Willoughby | | | | | | | | | | |
| • | Fairfield Inn - Des Moines | | | | | | | | | | |
| • | SpringHill Suites - Des Moines | | | | | | | | | | |
| • | Hampton Inn – Miami | | | | | | | | | | |
| • | Hampton Inn & Suites - Fort Lauderdale | | | | | | | | | | |
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The Revolving Credit Facility was paid off upon completion of the disposition of the Hotel Portfolio. |
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On February 11, 2015, the Company, through a wholly owned subsidiary of its operating partnership, completed the disposition of its membership interest in the Courtyard – Parsippany and its 90% membership interest in the Residence Inn - Baton Rouge for approximately $23.4 million, excluding transaction costs, or approximately $12.2 million, net of $11.2 million of debt which was assumed by the subsidiaries of the Joint Venture as part of the transaction, pursuant to two separate contribution agreements, each dated as of February 11, 2015, entered into with Lightstone II through the Joint Venture. |
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The Courtyard – Parsippany Loan and the Residence Inn - Baton Rouge Loan were assumed by the subsidiaries of the Joint Venture as part of the transaction. |
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The two transactions completed on January 29, 2015 and February 11, 2015 described above represent 7 of the 11 limited service hotels to be disposed of by the Company previously approved by the Board of Directors. The Company is awaiting approval from the holders of the Promissory Note and the Courtyard Baton Rouge Loan for the Joint Venture to assume the Promissory Note and the Courtyard Baton Rouge Loan to complete the disposal of the final 4 of the 11 limited service hotels (Holiday Inn Express – Auburn, the Arkansas Hotel Portfolio and the Courtyard - Baton Rouge) previously approved by the Board of Directors. |
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In connection with the disposal of its interests in 7 of the 11 limited service hotels, the Company recognized a gain on disposition of approximately $14.4 million, which is included in discontinued operations on the consolidated statements of operations, during the three months ended March 31, 2015. |
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Disposition of Crowe's Crossing |
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During the fourth quarter of 2013, Crowe's Crossing met the criteria to be classified as held for sale and was subsequently disposed of for approximately $9.3 million on January 22, 2014. The operating results of Crowe's Crossing through its date of disposition have been classified as discontinued operations in the consolidated statements of operations for all periods presented. |
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In connection with the disposition, the Company repaid in full the then outstanding mortgage indebtedness of approximately $5.8 million, which was scheduled to mature in September 2015. Additionally, the Company recognized a gain on disposition of approximately $1.6 million, which is included in discontinued operations during the three months ended March 31, 2014. |
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The following summary presents the operating results of the Hotel Portfolio and Crowe's Crossing included in discontinued operations in the Consolidated Statements of Operations for the periods indicated. |
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| | For the Three Months Ended | | | | | |
| | 31-Mar-15 | | | March 31, 2014 | |
Revenues | | $ | 5,168 | | | $ | 8,432 | | | | | |
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Operating expenses | | | 4,370 | | | | 6,874 | | | | | |
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Operating income | | | 798 | | | | 1,558 | | | | | |
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Interest expense and other | | | (597 | ) | | | (1,011 | ) | | | | |
Gain on disposition | | | 14,404 | | | | 1,610 | | | | | |
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Net income from discontinued operations | | $ | 14,605 | | | $ | 2,157 | | | | | |
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Cash flows generated from discontinued operations are presented separately on the Company's consolidated statements of cash flows. |
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The following summary presents the major components of assets and liabilities held for sale, of as the date indicated. |
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| | As of | | | As of | |
| | March 31, | | | December 31, | |
2015 | 2014 |
Net investment property | | $ | 31,231 | | | $ | 105,610 | | | | | |
Intangible assets, net | | | 102 | | | | 167 | | | | | |
Other assets | | | 1,935 | | | | 5,728 | | | | | |
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Total assets held for sale | | $ | 33,268 | | | $ | 111,505 | | | | | |
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Mortgages payable | | $ | 21,379 | | | $ | 67,155 | | | | | |
Accounts payable and accrued expenses | | | 859 | | | | 2,905 | | | | | |
Other liabilities | | | 63 | | | | 70 | | | | | |
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Total liabilities held for sale | | $ | 22,301 | | | $ | 70,130 | | | | | |
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