Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 12, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MHGC | ||
Entity Registrant Name | Morgans Hotel Group Co. | ||
Entity Central Index Key | 1342126 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 34,426,667 | ||
Entity Public Float | $232,241,755 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Property and equipment, net | $277,825 | $292,496 |
Goodwill | 54,057 | 54,057 |
Investments in and advances to unconsolidated joint ventures | 10,492 | 10,492 |
Cash and cash equivalents | 13,493 | 10,025 |
Restricted cash | 13,939 | 22,144 |
Accounts receivable, net | 10,475 | 13,833 |
Related party receivables | 3,560 | 3,694 |
Prepaid expenses and other assets | 8,493 | 10,162 |
Deferred tax asset, net | 77,204 | 78,758 |
Assets held for sale | 34,284 | 41,668 |
Other assets, net | 47,422 | 33,878 |
Total assets | 551,244 | 571,207 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Debt and capital lease obligations | 605,743 | 541,940 |
Debt of assets held for sale | 18,811 | |
Accounts payable and accrued liabilities | 32,524 | 39,340 |
Accounts payable and accrued liabilities on assets held for sale | 1,128 | 2,287 |
Deferred gain on asset sales | 125,398 | 133,419 |
Other liabilities | 13,866 | 13,891 |
Total liabilities | 778,659 | 749,688 |
Redeemable noncontrolling interest | 5,042 | 4,953 |
Commitments and contingencies | ||
Preferred stock, $.01 par value; liquidation preference $1,000 per share, 75,000 shares authorized and issued at December 31, 2014 and 2013, respectively | 66,724 | 62,004 |
Common stock, $.01 par value; 200,000,000 shares authorized; 36,277,495 shares issued at December 31, 2014 and 2013, respectively | 363 | 363 |
Additional paid-in capital | 241,001 | 252,810 |
Treasury stock, at cost, 1,899,707 and 2,703,181 shares of common stock at December 31, 2014 and 2013, respectively | -23,279 | -37,086 |
Accumulated other comprehensive loss | -254 | -10 |
Accumulated deficit | -517,561 | -462,005 |
Total Morgans Hotel Group Co. stockholders’ deficit | -233,006 | -183,924 |
Noncontrolling interest | 549 | 490 |
Total deficit | -232,457 | -183,434 |
Total liabilities, redeemable noncontrolling interest and stockholders’ deficit | $551,244 | $571,207 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, liquidation preference per share | $1,000 | $1,000 |
Preferred stock, share authorized | 75,000 | 75,000 |
Preferred stock, share issued | 75,000 | 75,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, share authorized | 200,000,000 | 200,000,000 |
Common stock, share issued | 36,277,495 | 36,277,495 |
Treasury stock, shares | 1,899,707 | 2,703,181 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Rooms | $123,781 | $120,823 | $102,546 |
Food and beverage | 82,233 | 84,085 | 57,669 |
Other hotel | 6,225 | 4,863 | 5,046 |
Total hotel revenues | 212,239 | 209,771 | 165,261 |
Management fee-related parties and other income | 22,722 | 26,715 | 24,658 |
Total revenues | 234,961 | 236,486 | 189,919 |
Operating Costs and Expenses: | |||
Rooms | 37,333 | 36,624 | 31,178 |
Food and beverage | 60,447 | 61,763 | 46,708 |
Other departmental | 3,311 | 3,261 | 3,595 |
Hotel selling, general and administrative | 41,724 | 43,942 | 38,308 |
Property taxes, insurance and other | 16,549 | 17,339 | 15,819 |
Total hotel operating expenses | 159,364 | 162,929 | 135,608 |
Corporate expenses, including stock compensation of $3.4 million, $4.1 million, and $4.5 million, respectively | 26,030 | 27,626 | 32,062 |
Depreciation and amortization | 28,875 | 27,374 | 23,977 |
Restructuring and disposal costs | 14,531 | 11,451 | 6,851 |
Development costs | 4,709 | 2,987 | 5,783 |
Impairment loss on receivables and other assets from managed hotel and unconsolidated joint venture | 6,029 | ||
Total operating costs and expenses | 233,509 | 238,396 | 204,281 |
Operating income (loss) | 1,452 | -1,910 | -14,362 |
Interest expense, net | 54,308 | 45,990 | 38,998 |
Equity in (income) loss of unconsolidated joint ventures | -9 | 828 | 6,436 |
Gain on asset sales | -8,020 | -8,020 | -7,989 |
Other non-operating expenses | 3,735 | 2,726 | 3,908 |
Loss before income tax expense | -48,562 | -43,434 | -55,715 |
Income tax expense | 1,481 | 716 | 776 |
Net loss | -50,043 | -44,150 | -56,491 |
Net (income) loss attributable to noncontrolling interest | -681 | -5 | 804 |
Net loss attributable to Morgans Hotel Group Co. | -50,724 | -44,155 | -55,687 |
Preferred stock dividends and accretion | -15,827 | -14,316 | -11,124 |
Net loss attributable to common stockholders | -66,551 | -58,471 | -66,811 |
Other comprehensive loss: | |||
Unrealized (loss) gain on valuation of swap/cap agreements, net of tax | -244 | 40 | -12 |
Comprehensive loss | ($66,795) | ($58,431) | ($66,823) |
Loss per share: | |||
Basic and diluted continuing operations | ($1.95) | ($1.78) | ($2.13) |
Basic and diluted attributable to common stockholders | ($1.95) | ($1.78) | ($2.13) |
Weighted average number of common shares outstanding: | |||
Basic and diluted | 34,133 | 32,867 | 31,437 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Stock compensation | $3.40 | $4.10 | $4.50 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Deficit (USD $) | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Morgans Hotel Group Co. Stockholders' Deficit | Non controlling Interest |
In Thousands | |||||||||
Beginning Balance at Dec. 31, 2011 | ($89,639) | $363 | $54,143 | $286,914 | ($84,543) | ($38) | ($354,302) | ($97,463) | $7,824 |
Beginning Balance, Shares at Dec. 31, 2011 | 30,790 | 75 | |||||||
Net loss | -57,445 | -55,687 | -55,687 | -1,758 | |||||
Accretion of discount on preferred stock | 3,612 | -3,612 | |||||||
Change in fair market value of redeemable noncontrolling interest | -474 | -474 | -474 | ||||||
Unrealized (loss) gain on valuation of swap/cap agreements, net of tax | -12 | -12 | -12 | ||||||
Stock-based compensation awards | 4,606 | 4,606 | 4,606 | ||||||
Issuance of stock-based awards | -406 | -26,032 | 25,626 | -406 | |||||
Issuance of stock-based awards, Shares | 1,510 | ||||||||
Ending Balance at Dec. 31, 2012 | -143,370 | 363 | 57,755 | 265,014 | -58,917 | -50 | -413,601 | -149,436 | 6,066 |
Ending Balance, Shares at Dec. 31, 2012 | 32,300 | 75 | |||||||
Net loss | -45,143 | -44,155 | -44,155 | -988 | |||||
Accretion of discount on preferred stock | 4,249 | -4,249 | |||||||
Shares of membership units converted into common stock | -10,510 | 15,098 | 4,588 | -4,588 | |||||
Shares of membership units converted into common stock, Shares | 879 | ||||||||
Change in fair market value of redeemable noncontrolling interest | 1,116 | 1,116 | 1,116 | ||||||
Unrealized (loss) gain on valuation of swap/cap agreements, net of tax | 40 | 40 | 40 | ||||||
Stock-based compensation awards | 4,487 | 4,487 | 4,487 | ||||||
Issuance of stock-based awards | -564 | -7,297 | 6,733 | -564 | |||||
Issuance of stock-based awards, Shares | 395 | ||||||||
Ending Balance at Dec. 31, 2013 | -183,434 | 363 | 62,004 | 252,810 | -37,086 | -10 | -462,005 | -183,924 | 490 |
Ending Balance, Shares at Dec. 31, 2013 | 33,574 | 75 | |||||||
Net loss | -50,665 | -50,724 | -50,724 | 59 | |||||
Accretion of discount on preferred stock | 4,720 | -4,720 | |||||||
Repayment of convertible notes | -726 | -726 | -726 | ||||||
Repayment of convertible notes - options and warrants, net of tax | 112 | -112 | |||||||
Change in fair market value of redeemable noncontrolling interest | -83 | -83 | -83 | ||||||
Unrealized (loss) gain on valuation of swap/cap agreements, net of tax | -244 | -244 | -244 | ||||||
Stock-based compensation awards | 3,472 | 3,472 | 3,472 | ||||||
Issuance of stock-based awards | -777 | -14,584 | 13,807 | -777 | |||||
Issuance of stock-based awards, Shares | 395 | ||||||||
Ending Balance at Dec. 31, 2014 | ($232,457) | $363 | $66,724 | $241,001 | ($23,279) | ($254) | ($517,561) | ($233,006) | $549 |
Ending Balance, Shares at Dec. 31, 2014 | 34,848 | 75 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($50,043) | ($44,150) | ($56,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 19,854 | 20,302 | 17,648 |
Amortization of other costs | 9,021 | 7,072 | 6,328 |
Amortization of deferred financing costs | 7,360 | 6,084 | 5,776 |
Amortization of discount on convertible notes | 1,076 | 2,277 | 2,277 |
Amortization of deferred gain on asset sales | -8,020 | -8,020 | -7,989 |
Stock-based compensation | 3,447 | 4,077 | 4,513 |
Accretion of interest | 2,964 | 2,937 | 2,021 |
Bad debt expense | 550 | 111 | 63 |
Deferred tax asset, net | 1,924 | ||
Equity in losses from unconsolidated joint ventures | -9 | 828 | 6,436 |
Impairment loss on receivables and other assets from managed hotel and unconsolidated joint venture | 6,029 | ||
Impairment loss and loss on disposal of assets | 288 | 403 | |
Gain on disposal of property held for non-sale disposition | -522 | ||
Change in value of interest rate caps and swaps, net | 5 | 42 | 35 |
Changes in assets and liabilities: | |||
Accounts receivable, net | 4,590 | -4,046 | -5,828 |
Related party receivables | 134 | 601 | -2,606 |
Restricted cash | 9,414 | -3,732 | -9,754 |
Prepaid expenses and other assets | 1,214 | -1,758 | -3,398 |
Accounts payable and accrued liabilities | -6,828 | 7,846 | -1,318 |
Net cash used in operating activities | -3,864 | -3,147 | -39,464 |
Cash flows from investing activities: | |||
Additions to property and equipment | -5,334 | -9,467 | -32,571 |
Deposits into (withdrawals from) capital improvement escrows, net | -1,209 | 2,814 | -1,534 |
Distributions from unconsolidated joint ventures | 9 | 9 | 8 |
Purchase of leasehold interests in restaurants | -15,027 | ||
Additions to leasehold interests in restaurants | -219 | ||
Return of investment in development hotels | 3,000 | ||
Investment in development hotels | -15,330 | -375 | -5,569 |
Investment in unconsolidated joint ventures | -151 | -6,426 | |
Net cash used in investing activities | -18,864 | -7,389 | -61,119 |
Cash flows from financing activities: | |||
Proceeds from debt | 450,000 | 25,000 | 235,000 |
Payments on debt and capital lease obligations | -408,969 | -8,482 | -151,033 |
Debt issuance costs | -13,271 | -265 | -5,163 |
Cash paid in connection with vesting of stock based awards | -777 | -564 | -406 |
Distributions to holders of noncontrolling interests in consolidated subsidiaries | -787 | -975 | -823 |
Net cash provided by financing activities | 26,196 | 14,714 | 77,575 |
Net increase (decrease) in cash and cash equivalents | 3,468 | 4,178 | -23,008 |
Cash and cash equivalents, beginning of year | 10,025 | 5,847 | 28,855 |
Cash and cash equivalents, end of year | 13,493 | 10,025 | 5,847 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 44,350 | 36,614 | 29,757 |
Cash paid for income taxes | 1,039 | 150 | 651 |
Food and Beverage | |||
Non cash investing activities are as follows: | |||
Conversion of related party accounts receivable to joint venture capital contribution | 994 | ||
Cash included in purchase of interest in food and beverage joint ventures | 994 | ||
Restaurant Lease Note | |||
Non cash financing activities are as follows: | |||
Promissory notes issued for acquisition | 10,600 | ||
TLG Promissory Notes | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of TLG Promissory Notes | $5 | $65 | $2,420 |
Organization_and_Formation_Tra
Organization and Formation Transaction | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||
Organization and Formation Transaction | 1. Organization and Formation Transaction | ||||||||||
Morgans Hotel Group Co., a Delaware corporation (the “Company”), was incorporated on October 19, 2005. The Company operates, owns, acquires, develops and redevelops boutique hotels, primarily in gateway cities and select resort markets in the United States, Europe and other international locations. | |||||||||||
In addition, the Company owns leasehold interests in certain food and beverage venues. Prior to the TLG Equity Sale, defined below, completed on January 23, 2015, the Company operated nightclubs, restaurants, pool lounges, bars and other food and beverage venues primarily in hotels operated by MGM Resorts International (“MGM”) in Las Vegas. | |||||||||||
The Morgans Hotel Group Co. predecessor comprised the subsidiaries and ownership interests that were contributed as part of the formation and structuring transactions from Morgans Hotel Group LLC, now known as Residual Hotel Interest LLC (“Former Parent”), to Morgans Group LLC (“Morgans Group”), the Company’s operating company. The Former Parent also contributed all the membership interests in its hotel management business to Morgans Group in return for 1,000,000 membership units in Morgans Group exchangeable for shares of the Company’s common stock. | |||||||||||
The Company has one reportable operating segment; it operates, owns, acquires, develops and redevelops boutique hotels, nightclubs, restaurants, bars and other food and beverage venues in many of the hotels it operates. Prior to the TLG Equity Sale completed on January 23, 2015, defined and discussed below, the Company, through its ownership of The Light Group (“TLG”), owned and operated nightclubs, restaurants, pool lounges, bars and other food and beverage venues in hotels and casinos operated by MGM in Las Vegas and at Delano Las Vegas. During the years ended December 31, 2014, 2013 and 2012, the Company derived 5.8%, 10.7%, and 12.6% of its total revenues from international locations, respectively. The assets at these international locations were not significant during the periods presented. | |||||||||||
Hotels | |||||||||||
The Company’s hotels as of December 31, 2014 were as follows: | |||||||||||
Hotel Name | Location | Number of | Ownership | ||||||||
Rooms | |||||||||||
Hudson | New York, NY | 878 | (1 | ) | |||||||
Morgans | New York, NY | 117 | (2 | ) | |||||||
Royalton | New York, NY | 168 | (2 | ) | |||||||
Mondrian SoHo | New York, NY | 263 | (3 | ) | |||||||
Delano South Beach | Miami Beach, FL | 194 | (4 | ) | |||||||
Mondrian South Beach | Miami Beach, FL | 222 | (5 | ) | |||||||
Shore Club | Miami Beach, FL | 308 | (6 | ) | |||||||
Mondrian Los Angeles | Los Angeles, CA | 236 | (2 | ) | |||||||
Clift | San Francisco, CA | 372 | (7 | ) | |||||||
Sanderson | London, England | 150 | (2 | ) | |||||||
St Martins Lane | London, England | 204 | (2 | ) | |||||||
Mondrian London at Sea Containers | London, England | 359 | (2 | ) | |||||||
Delano Las Vegas | Las Vegas, Nevada | 1,117 | (8 | ) | |||||||
10 Karaköy | Istanbul, Turkey | 71 | (9 | ) | |||||||
-1 | The Company owns 100% of Hudson through its subsidiary, Henry Hudson Holdings LLC, which is part of a property that is structured as a condominium, in which Hudson constitutes 96% of the square footage of the entire building. As of December 31, 2014, Hudson had 878 guest rooms and 60 single room dwelling units (“SROs”). | ||||||||||
-2 | Operated under a management contract. | ||||||||||
-3 | Operated under a management contract and owned through an unconsolidated joint venture in which the Company held a minority ownership interest of approximately 20% at December 31, 2014. Effective March 6, 2015, the Company no longer holds any equity interest in Mondrian SoHo. See note 5. | ||||||||||
-4 | Wholly-owned hotel. | ||||||||||
-5 | Operated as a condominium hotel under a management contract and owned through a 50/50 unconsolidated joint venture. As of December 31, 2014, 263 hotel residences had been sold, of which 150 are in the hotel rental pool and are included in the hotel room count, and 72 hotel residences remain to be sold. See note 5. | ||||||||||
-6 | Operated under a management contract. Until December 30, 2013, the Company held a minority ownership interest of approximately 7% and accounted for the hotel as an unconsolidated joint venture. As of December 31, 2014, the Company had an immaterial contingent profit participation equity interest in Shore Club. See note 5. | ||||||||||
-7 | The hotel is operated under a long-term lease which is accounted for as a financing. See note 7. | ||||||||||
-8 | A licensed hotel managed by MGM. | ||||||||||
-9 | A franchised hotel. | ||||||||||
Food and Beverage Operations | |||||||||||
The Company leases and manages all but one of the Sanderson food and beverage venues. The Company also owns three food and beverage venues subject to leasehold agreements at Mandalay Bay in Las Vegas, which are managed by TLG, defined below. These food and beverage venues are included in the Company’s consolidated financial statements. | |||||||||||
Effective January 1, 2014, the Company transferred all of its ownership interest in the food and beverage venues at St Martins Lane to the hotel owner. The Company will continue to manage the transferred food and beverage venues. Prior to January 1, 2014, the Company leased and managed all of the St Martins Lane food and beverage venues, which were included in the Company’s consolidated financial statements. | |||||||||||
The Light Group | |||||||||||
As of December 31, 2014, the Company owned a 90% controlling investment in TLG, a food and beverage management company, which primarily operates numerous venues in Las Vegas pursuant to management agreements with various MGM affiliates. Additionally, until January 14, 2015, TLG managed the food and beverage operations at Delano South Beach. | |||||||||||
On November 30, 2011, pursuant to purchase agreements entered into on November 17, 2011, certain of the Company’s subsidiaries completed the acquisition of 90% of the equity interests in TLG Acquisition LLC (“TLG Acquisition,” and together with its subsidiaries, “TLG”), for a purchase price of $28.5 million in cash and up to $18.0 million in notes (the “TLG Promissory Notes”), which were convertible into shares of the Company’s common stock at $9.50 per share subject to the achievement of certain earnings before interest, tax, depreciation and amortization (“EBITDA”) targets for the acquired business (“The Light Group Transaction”). | |||||||||||
In December 2014, the Company used cash on hand to repay and retire $19.1 million of the outstanding TLG Promissory Notes, which included the original principal balance of $18.0 million plus deferred interest of $1.1 million, as discussed further in note 7. | |||||||||||
The primary assets of TLG consisted of its management and similar agreements primarily with various MGM affiliates. During the time the Company owned 90% of TLG, it recognized management fees in accordance with the applicable management agreement which generally provided for base management fees as a percentage of gross sales, and incentive management fees as a percentage of net profits, as calculated pursuant to the management agreements. | |||||||||||
In 2013, TLG failed performance tests at certain MGM venues, and as a result, TLG agreed with MGM to amend the calculation of base and incentive management fees for all of TLG’s management agreements with MGM effective January 1, 2014 and agreed to a termination effective April 1, 2014 of TLG’s management agreement for Brand Steakhouse. | |||||||||||
TLG Equity Sale. On January 23, 2015, the Company sold its 90% equity interest in TLG to Hakkasan Holdings LLC (“Hakkasan”) (the “TLG Equity Sale”) for $32.8 million, net of closing costs. The transaction was approved by the Company’s Board of Directors as part of its ongoing review of strategic alternatives to maximize value for stockholders. | |||||||||||
The Company has certain indemnification obligations, which generally survive for 18 months; however, no amounts will be held in escrow for the satisfaction of such claims. TEJ Management, LLC, an entity controlled by Andrew Sasson, and Galts Gulch Holding Company LLC, an entity controlled by Andy Masi (together, the “Minority Holders”) did not exercise their right to participate in the TLG Equity Sale. The Minority Holders maintained the right to put their equity interests to TLG’s managing member for amounts determined pursuant to the Amended and Restated Limited Liability Company of TLG. Hakkasan, as the current managing member, is obligated to pay $3.6 million of this amount upon delivery of the 10% equity interest in TLG held by the Minority Holders with the Company paying any amounts in excess of this amount, as discussed below in “—Sasson-Masi Put Options.” | |||||||||||
In addition, for the 18 months following the closing of the TLG Equity Sale, the Company has the right to purchase 49% of the equity of TLG from Hakkasan (the “Option Right”). The Option Right does not currently trigger any accounting impact on the Company’s consolidated financial statements. | |||||||||||
Sasson-Masi Put Options. On January 15, 2015, each of Messrs. Sasson and Masi exercised his right to require Morgans Group to purchase his equity interest in TLG at a purchase price equal to his percentage equity ownership interest multiplied by the product of seven times the EBITDA from non-Morgans business (“Non-Morgans EBITDA”) for the preceding 12 months, subject to certain adjustments (the “Sasson-Masi Put Options”). The Company initially accounted for the redeemable noncontrolling interest at fair value in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations. Due to the redemption feature associated with the Sasson-Masi Put Options, the Company classified the noncontrolling interest in temporary equity in accordance with the Securities and Exchange Commission’s guidance as codified in ASC 480-10, Distinguishing Liabilities from Equity. Subsequently, the Company accreted the redeemable noncontrolling interest to its current redemption value, which approximates fair value, each period. The change in the redemption value did not impact the Company’s earnings or earnings per share. The estimated aggregate purchase price for the Sasson-Masi Put Options was approximately $5.0 million based on the contractual formula applied as of December 31, 2014 and to an option exercise date of January 15, 2015. However, pursuant to the TLG Equity Sale, Hakkasan, as the current managing member, is obligated to pay $3.6 million of this amount upon delivery of the 10% equity interest in TLG held by the Minority Holders. As a result, the Company’s net cash outlay is expected to be approximately $1.4 million. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | ||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company consolidates all wholly-owned subsidiaries and variable interest entities in which the Company is determined to be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Entities which the Company does not control through voting interest and entities which are variable interest entities of which the Company is not the primary beneficiary, are accounted for under the equity method. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents include highly liquid investments with maturities of three months or less from the date of purchase. | |||||||||
Restricted Cash | |||||||||
As required by certain debt and lease agreements, restricted cash consists of cash held in escrow accounts for taxes, ground rent, insurance premiums, and debt service or lease payments. | |||||||||
The Hudson/Delano 2014 Mortgage Loan, defined and discussed below in note 7, provides that, in the event the debt yield ratio falls below certain defined thresholds, all cash flows from Hudson and Delano South Beach are deposited into accounts controlled by the lenders from which debt service and operating expenses, including management fees, are paid and from which other reserve accounts may be funded. Any excess amounts will be retained by the lenders until the debt yield ratio exceeds the required thresholds for two consecutive calendar quarters. As of December 31, 2014, the debt yield ratio exceeded the required threshold. | |||||||||
As further required by the debt and lease agreements related to hotels owned by the Company or one of its subsidiaries, the Company must set aside 4% of the hotels’ revenues in restricted escrow accounts for the future periodic replacement or refurbishment of furniture, fixtures and equipment. As replacements occur, the Company or its subsidiary is eligible for reimbursement from these escrow accounts. | |||||||||
As of December 31, 2014, restricted cash also consisted of cash held in escrow for insurance programs. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable are carried at their estimated recoverable amount, net of allowances. Management provides for the allowances based on a percentage of aged receivables and assesses accounts receivable on a periodic basis to determine if any additional amounts will potentially be uncollectible. After all attempts to collect accounts receivable are exhausted, the uncollectible balances are written off against the allowance. The allowance for doubtful accounts is immaterial for all periods presented. | |||||||||
Property and Equipment | |||||||||
Building and building improvements are depreciated on a straight-line method over their estimated useful life of 39.5 years. Furniture, fixtures and equipment are depreciated on a straight-line method using five years. Building and equipment under capital leases and leasehold improvements are amortized on a straight-line method over the shorter of the lease term or estimated useful life of the asset. | |||||||||
Costs of significant improvements, including real estate taxes, insurance, and interest during the construction periods are capitalized. There was no such capitalized real estate taxes, insurance and interest for the years ended December 31, 2014 and 2013. | |||||||||
Goodwill | |||||||||
Goodwill represents the excess purchase price over the fair value of net assets attributable to business acquisitions and combinations. The Company tests for impairment of goodwill at least annually at year end. The Company will test for impairment more frequently if events or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In accordance with ASU No. 2011-08, management assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If this is the case, management will perform a more detailed two-step goodwill impairment test which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. In applying the detailed two-step process, management identifies potential impairments in goodwill by comparing the fair value of the reporting unit with its book value. If the fair value of the reporting unit exceeds the carrying amount, including goodwill, the asset is not impaired. Any excess of carrying value over the estimated fair value of goodwill would be recognized as an impairment loss in continuing operations. | |||||||||
The Company has one reportable operating segment, which is its reporting unit under ASC 350-20; therefore management aggregates goodwill associated to all owned hotels as well as the goodwill recorded in connection with the acquisition of TLG and the Company’s owned food and beverage venues when analyzing potential impairment. | |||||||||
As of December 31, 2014 and 2013, management concluded that no goodwill impairment existed as qualitative factors did not indicate that the fair value of the Company’s reporting unit was less than its carrying value. Further, management also performed a quantitative analysis comparing the Company’s carrying values to market values, as provided by third-party appraisals prepared in January 2014 and other market data available, and concluded that the fair value of the Company’s reporting unit was significantly greater than its carrying value. Management does not believe it is reasonably likely that goodwill will become impaired in future periods, but will test goodwill before the 2015 year end if events or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. | |||||||||
In connection with the TLG Equity Sale, the Company will write off the appropriate amount of goodwill associated with TLG during the first quarter of 2015. | |||||||||
Impairment of Long-Lived Assets | |||||||||
In accordance with ASC 360-10, Property, Plant and Equipment (“ASC 360-10”) long-lived assets currently in use are reviewed periodically for possible impairment and will be written down to fair value if considered impaired. Long-lived assets to be disposed of are written down to the lower of cost or fair value less the estimated cost to sell. The Company reviews its portfolio of long-lived assets for impairment at least annually or when specific triggering events occur, as required by ASC 360-10. Recoverability of such assets is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset as determined by analyzing the operating forecasts for future periods. When events or changes of circumstances indicate that an asset’s carrying value may not be recoverable, the Company tests for impairment by estimating each property’s fair value using a discounted cash flow method taking into account each property’s expected cash flow from operations, holding period and net proceeds from the dispositions of the property. The factors the Company addresses in determining estimated net proceeds from disposition include anticipated operating cash flow in the year of disposition, terminal cash flow capitalization rate and selling price per room. For the years ended December 31, 2014 and 2013, management concluded that all long-lived assets were not impaired. | |||||||||
Assets Held for Sale | |||||||||
The Company considers properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or a group of properties for sale and the sale is probable. Upon designation as an asset held for sale, the Company records the carrying value of each property or group of properties at the lower of its carrying value, which includes allocable goodwill, or its estimated fair value, less estimated costs to sell, and the Company stops recording depreciation expense. Any gain realized in connection with the sale of the properties for which the Company has significant continuing involvement, such as through a long-term management agreement, is deferred and recognized over the initial term of the related management agreement. | |||||||||
As discussed below, the Company adopted Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Components of an Entity” in 2014, and as a result, it evaluates properties or assets to be held for sale under this new accounting literature. If, under the guidance of ASU 2014-08, a property or asset meets the requirements to be classified as a discontinued operation, the operations of the properties held for sale prior to the sale date are recorded in discontinued operations. Otherwise, management looks to ASC 360-10-45 for guidance on presentation of properties or assets presented as assets held for sale. | |||||||||
In December 2014, the Company’s Board of Directors approved the TLG Equity Sale, as discussed in note 1. For the year ended December 31, 2014, the Company has classified the assets and liabilities related to TLG as assets held for sale, as discussed further in note 17. The Company’s assets related to TLG include its investment in the TLG management contracts, which were amortized using the straight line method, over the life of each applicable management contract prior to the Company’s reclassification of these assets to held for sale, goodwill, and some intangible assets. The Company’s liabilities related to TLG are payables which are incurred in the normal course of running the food and beverage management company. The Company has also reclassified its December 31, 2013 consolidated balance sheet to present the assets and liabilities related to TLG as assets held for sale. | |||||||||
Business Combinations | |||||||||
The Company recognizes identifiable assets acquired, liabilities (both specific and contingent) assumed, and non-controlling interests in a business combination at their fair values at the acquisition date based on the exit price (i.e. the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date). Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred. In certain situations, a deferred tax asset or liability is created due to the difference between the fair value and the tax basis of the acquired asset and assumed liabilities at the acquisition date, which also may result in a goodwill asset being recorded. | |||||||||
Investments in and Advances to Unconsolidated Joint Ventures | |||||||||
The Company accounts for its investments in unconsolidated joint ventures using the equity method as it does not exercise control over significant business decisions such as buying, selling or financing nor is it the primary beneficiary under ASC 810-10, as discussed above. Under the equity method, the Company increases its investment for its proportionate share of net income and contributions to the joint venture and decreases its investment balance by recording its proportionate share of net loss and distributions. Once the Company’s investment balance in an unconsolidated joint venture is zero, the Company suspends recording additional losses. For investments in which there is recourse or unfunded commitments to provide additional equity, distributions and losses in excess of the investment are recorded as a liability. As of December 31, 2014 and 2013, there were no liabilities required to be recorded related to these investments. | |||||||||
The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary declines in market value. In this analysis of fair value, the Company uses a discounted cash flow analysis to estimate the fair value of its investment taking into account expected cash flow from operations, holding period and net proceeds from the dispositions of the property. Any decline that is not expected to be recovered is considered other-than-temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. | |||||||||
In 2013 and 2012, based on various factors, but primarily current economic conditions and certain upcoming mortgage debt maturities, the Company recognized, through its equity in loss from unconsolidated joint ventures, impairment charges totaling $0.2 million and $1.6 million, respectively, related to its unconsolidated joint ventures in Ames, Mondrian SoHo and Mondrian South Beach. As a result of these impairments and the recording of the Company’s equity in loss at each respective joint venture, the Company’s investment in Mondrian SoHo and Mondrian South Beach is zero as of December 31, 2014. Effective April 26, 2013, the Company no longer had any ownership interest in Ames. | |||||||||
Other Assets | |||||||||
In October 2014, the Company funded an approximately $15.3 key money obligation related to Mondrian London, which is included in Other Assets and is being amortized over the term of the hotel management agreement. | |||||||||
In August 2012, the Company entered into a 10-year licensing agreement with MGM, with two five-year extensions at the Company’s option subject to performance thresholds, to convert THEhotel to Delano Las Vegas. Delano Las Vegas opened in September 2014. In addition, the Company acquired the leasehold interests in three food and beverage venues at Mandalay Bay in Las Vegas from an existing tenant for $15.0 million in cash at closing and a deferred, principal-only $10.6 million promissory note (“Restaurant Lease Note”) to be paid over seven years, which the Company recorded at fair value as of the date of issuance at $7.5 million, as discussed in note 7. The food and beverage venues, which have been reconcepted and renovated, were and continue to be managed by TLG. The three food and beverage venues are operated pursuant to 10-year operating leases with an MGM affiliate, pursuant to which the Company pays minimum annual lease payments and a percentage rent based on cash flow. The Company allocated the total consideration paid, or to be paid, to the license agreement and the restaurant leasehold asset based on their respective fair values. The Company amortizes the fair value of the license agreement, using the straight line method, over the 10-year life of the license agreement, and the fair value of the restaurant leasehold interests, using the straight line method, over the 10-year life of the operating leases. | |||||||||
Further, as of December 31, 2014, other assets primarily consist of deferred financing costs which are being amortized, using the straight line method, which approximates the effective interest rate method, over the terms of the related debt agreements. | |||||||||
Foreign Currency Translation | |||||||||
As we have international operations at hotels that we manage in London and hotels operated pursuant to franchise agreements in Turkey, currency exchange risks between the U.S. dollar and the British pound and U.S dollar and Turkish Lira arise as a normal part of our business. We reduce these risks by transacting these businesses primarily in their local currency. As a result, the translation of transactions with these hotels has resulted in foreign currency transaction gains and losses, which have been reflected in the results of operations based on exchange rates in effect at the date of the transactions. Such transactions do not have a material effect on the Company’s earnings. | |||||||||
Revenue Recognition | |||||||||
The Company’s revenues are derived from lodging, food and beverage and related services provided to hotel customers such as telephone, minibar and rental income from tenants. Revenue is recognized when the amounts are earned and can reasonably be estimated. These revenues are recorded net of taxes collected from customers and remitted to government authorities and are recognized as the related services are delivered. Rental revenue is recorded on a straight-line basis over the term of the related lease agreement. | |||||||||
The Company recognizes base and incentive management fees and chain service expense reimbursements related to the management of operating hotels in which the Company does not have an ownership interest, or in operating hotels that are unconsolidated joint ventures. These amounts are recognized as revenue when earned in accordance with the applicable management agreement. Under its management agreements, the Company generally recognizes base management and chain service expense reimbursements as a percentage of gross revenue and incentive management fees as a percentage of net operating income or Net Capital or Refinancing Proceeds, as defined in the applicable management agreement. The chain service expense reimbursements represent reimbursements of costs incurred by the Company from its managed hotels. The Company recognizes termination fees as income when received. In 2013, the Company received and recorded income of $2.3 million of termination fees which was recorded in management fee-related parties other income on the consolidated statements of comprehensive loss. | |||||||||
Additionally, the Company recognizes license and franchise fees related to operating hotels that are subject to license or franchise agreements and managed by third parties. These fees are recognized as revenue when earned in accordance with the applicable agreement. Under its license and franchise agreements, the Company generally recognizes base license or franchise fees as a percentage of gross sales, and incentive management fees as a percentage of net profits, as calculated pursuant to the applicable management agreement. | |||||||||
Prior to completion of the TLG Equity Sale, the Company, through its ownership of TLG, also recognized management fees from the management of nightclubs, restaurants, pool lounges, and bar venues. These fees were recognized as revenue when earned in accordance with the applicable management agreement. Under its food and beverage management agreements, the Company generally recognizes base management fees as a percentage of gross sales, and incentive management fees as a percentage of net profits, as calculated pursuant to the applicable management agreement. | |||||||||
Concentration of Credit Risk | |||||||||
The Company places its temporary cash investments in high credit financial institutions. However, a portion of temporary cash investments may exceed FDIC insured levels from time to time. The Company has never experienced any losses related to these balances. | |||||||||
Advertising and Promotion Costs | |||||||||
Advertising and promotion costs are expensed as incurred and are included in hotel selling, general and administrative expenses on the accompanying consolidated statements of comprehensive loss. These costs amounted to approximately $0.8 million, $0.8 million, and $1.1 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Repairs and Maintenance Costs | |||||||||
Repairs and maintenance costs are expensed as incurred and are included in hotel selling, general and administrative expenses on the accompanying consolidated statements of comprehensive loss. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting basis of assets and liabilities and for loss and credit carry forwards. Valuation allowances are provided when it is more likely than not that the recovery of deferred tax assets will not be realized. | |||||||||
The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the Company’s deferred tax assets, net of the valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company’s estimate of future taxable income may require an addition to or reduction from the valuation allowance. The Company has established a reserve on its deferred tax assets based on anticipated future taxable income and tax strategies which may include the sale of property or an interest therein. | |||||||||
All of the Company’s foreign subsidiaries are subject to local jurisdiction corporate income taxes. Income tax expense is reported at the applicable rate for the periods presented. | |||||||||
Income taxes for the years ended December 31, 2014, 2013, and 2012, were computed using the Company’s effective tax rate. | |||||||||
Derivative Instruments and Hedging Activities | |||||||||
As of December 31, 2014 and 2013, the Company had cash flow hedges in the form of interest rate caps whose estimated fair market values were immaterial. In accordance with ASC 815-10, Derivatives and Hedging (“ASC 815-10”) the Company records all derivatives on the balance sheet at fair value and provides qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. | |||||||||
Credit-risk-related Contingent Features | |||||||||
The Company has entered into warrant agreements with Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., (collectively, the “Yucaipa Investors”), as discussed in note 11, to purchase a total of 12,500,000 shares of the Company’s common stock at an exercise price of $6.00 per share (the “Yucaipa Warrants”). In addition, subject to the terms of the Securities Purchase Agreement, the Yucaipa Investors have certain consent rights over certain transactions for so long as they collectively own or have the right to purchase through exercise of the Yucaipa Warrants 6,250,000 shares of the Company’s common stock. The Yucaipa Warrants are exercisable utilizing a cashless exercise method only, resulting in a net share issuance. | |||||||||
Fair Value Measurements | |||||||||
ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820-10 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. | |||||||||
ASC 820-10 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). | |||||||||
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s 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. | |||||||||
Currently, the Company uses interest rate caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820-10, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2014 and 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. Accordingly, all derivatives have been classified as Level 2 fair value measurements. As of December 31, 2014, the Company had three interest rate caps outstanding and the fair value of these interest rate caps was less than $0.1 million. | |||||||||
In connection with The Light Group Transaction, the Company provided Messrs. Sasson and Masi with the Sasson-Masi Put Options, which were exercised in January 2015, as discussed further in note 1. Due to the redemption feature associated with the Sasson-Masi Put Options, the Company classified the noncontrolling interest in temporary equity. Subsequently, the Company accreted the redeemable noncontrolling interest to its current redemption value, which approximates fair value, each period. The Company has determined that the majority of the inputs used to value the Sasson-Masi Put Options fall within Level 3 of the fair value hierarchy. Accordingly, the Sasson-Masi Put Options were classified as Level 3 fair value measurements. | |||||||||
In connection with the three restaurant leases in Las Vegas, the Company issued the Restaurant Lease Note to be paid over seven years. The Restaurant Lease Note does not bear interest except in the event of default, as defined by the agreement. In accordance with ASC 470, Debt, the Company imputed interest on the Restaurant Lease Note, which is recorded at fair value on the accompanying consolidated balance sheets. On the date of grant, the Company determined the fair value of the Restaurant Lease Note to be $7.5 million imputing an interest rate of 10%. The Company has determined that the majority of the inputs used to value the Restaurant Lease Note fall within Level 2 of the fair value hierarchy, which accordingly has been classified as Level 2 fair value measurements. | |||||||||
During the year ended December 31, 2013, the Company recognized non-cash impairment charges related to the Company’s receivables due from and other assets related to Mondrian SoHo and Delano Marrakech, which was recorded as an impairment loss on receivables and other assets from unconsolidated joint venture and managed hotel. Also during the years ended December 31, 2013 and 2012, the Company recognized non-cash impairment charges related to the Company’s investments in unconsolidated joint ventures, through equity in loss from unconsolidated joint ventures. The Company’s estimated fair value relating to these impairment assessments was based primarily upon Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of the assets taking into account the assets expected cash flow, holding period and estimated proceeds from the disposition of assets, as well as market and economic conditions. | |||||||||
The following table presents charges recorded as a result of applying Level 3 non-recurring measurements included in net loss for the years ended December 31, 2013 and 2012 (in thousands): | |||||||||
2013 | 2012 | ||||||||
Investment in Mondrian SoHo | $ | — | $ | 1,027 | |||||
Investment in Ames | 151 | 564 | |||||||
Receivables and other assets from managed hotel and | 6,029 | — | |||||||
unconsolidated joint venture | |||||||||
Total Level 3 measurement expenses included in net loss | $ | 6,180 | $ | 1,591 | |||||
Fair Value of Financial Instruments | |||||||||
Disclosures about fair value of financial instruments are based on pertinent information available to management as of the valuation date. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. | |||||||||
The Company’s financial instruments include cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, and fixed and variable rate debt. Management believes the carrying amount of the aforementioned financial instruments, excluding fixed-rate debt, is a reasonable estimate of fair value as of December 31, 2014 and 2013 due to the short-term maturity of these items or variable market interest rates. | |||||||||
The fair market value of the Company’s $55.8 million of fixed rate debt, which includes the Company’s trust preferred securities and Restaurant Lease Note, discussed above, and excludes capital leases, as of December 31, 2014 was approximately $64.4 million, using market rates. The fair market value of the Company’s $247.1 million of fixed rate debt, which includes the Company’s trust preferred securities, the then outstanding TLG Promissory Notes at fair value, and Restaurant Lease Note, and then outstanding 2.375% Senior Subordinated Convertible Notes (the “Convertible Notes”) at face value, as discussed in note 7, as of December 31, 2013 was approximately $217.7 million, using market rates. | |||||||||
Although the Company has determined that the majority of the inputs used to value its fixed rate debt fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its fixed rate debt utilize Level 3 inputs, such as estimates of current credit spreads. However, as of December 31, 2014 and 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its fixed rate debt and determined that the credit valuation adjustments are not significant to the overall valuation of its fixed rate debt. Accordingly, all derivatives have been classified as Level 2 fair value measurements. | |||||||||
Stock-based Compensation | |||||||||
The Company accounts for stock based employee compensation using the fair value method of accounting described in ASC 718-10. For share grants, total compensation expense is based on the price of the Company’s stock at the grant date. For option grants, the total compensation expense is based on the estimated fair value using the Black-Scholes option-pricing model. For awards under the Company’s Outperformance Award Program, discussed in note 10, long-term incentive awards, the total compensation expense was based on the estimated fair value using the Monte Carlo pricing model. Compensation expense is recorded ratably over the vesting period. | |||||||||
Income (Loss) Per Share | |||||||||
Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less any dividends on unvested restricted common stock, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less dividends on unvested restricted common stock, by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities, such as unvested shares of restricted common stock and warrants. | |||||||||
Redeemable Noncontrolling Interest | |||||||||
Due to the redemption feature associated with the Sasson-Masi Put Options, the Company initially classified the noncontrolling interest in temporary equity in accordance with the Securities and Exchange Commission’s guidance as codified in ASC 480-10, Distinguishing Liabilities from Equity. Subsequently, the Company accreted the redeemable noncontrolling interest to its current redemption value, which approximates fair value, each period. The change in the redemption value does not impact the Company’s earnings or earnings per share. The Sasson-Masi Put Options were exercised on January 15, 2015, as discussed further in note 1. | |||||||||
Noncontrolling Interest | |||||||||
The Company follows ASC 810-10, when accounting and reporting for noncontrolling interests in a consolidated subsidiary and the deconsolidation of a subsidiary. Under ASC 810-10, the Company reports noncontrolling interests in subsidiaries as a separate component of stockholders’ equity (deficit) in the consolidated financial statements and reflects net income (loss) attributable to the noncontrolling interests and net income (loss) attributable to the common stockholders on the face of the consolidated statements of comprehensive loss. | |||||||||
The membership units in Morgans Group, the Company’s operating company, owned by the Former Parent are presented as a noncontrolling interest in Morgans Group in the consolidated balance sheets and were approximately $0.4 million and $0.5 million as of December 31, 2014 and 2013, respectively. The noncontrolling interest in Morgans Group is: (i) increased or decreased by the holders of membership interests’ pro rata share of Morgans Group’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by exchanges of membership units for the Company’s common stock; and (iv) adjusted to equal the net equity of Morgans Group multiplied by the holders of membership interests’ ownership percentage immediately after each issuance of units of Morgans Group and/or shares of the Company’s common stock and after each purchase of treasury stock through an adjustment to additional paid-in capital. Net income or net loss allocated to the noncontrolling interest in Morgans Group is based on the weighted-average percentage ownership throughout the period. As of December 31, 2014, there were 75,446 membership units outstanding, each of which is exchangeable for a share of the Company’s common stock. | |||||||||
Recent Accounting Pronouncements | |||||||||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Components of an Entity.” ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results, the operations and cash flows of the component have been, or will be, eliminated from the ongoing operations of the entity as a result of the disposal transaction and the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. ASU 2014-08 shall be applied prospectively for periods beginning on or after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 in early 2014 and as a result of this adoption, no changes were made to the accompanying consolidated financial statements. The Company applied ASU 2014-08 to its assessment of the appropriate financial statement presentation in connection with the TLG Equity Sale and concluded that TLG did not meet the definition of a discontinued operation. Therefore, the Company has presented the assets and liabilities of TLG as held for sale on its consolidated balance sheets. | |||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” which supersedes all existing revenue recognition guidance as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. Under ASU 2014-09, the reporting entity must recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to those good and services. ASU 2014-09 defines a five step process to achieve this principle and it also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods therein, which for the Company will be its 2017 first quarter. The Company is permitted to use the retrospective or modified retrospective method when adopting ASU No. 2014-09. The Company is currently evaluating the impact of the adoption of ASU 2014-09 will have on its consolidated financial statements. | |||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12 (“ASU 2014-12”), “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target included in a share-based payment award that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and therefore, such performance condition should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 will be effective for financial statements issued for the first interim period within annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact that ASU 2014-12 will have on its consolidated financial statements. | |||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-16 (“ASU 2014-16”), “Derivatives and Hedging - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” ASU 2014-16 applies to any entity that is an issuer of, or invests in, hybrid financial instruments that are issued in the form of a share. The amendments in ASU 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. ASU 2014-16 will be effective for public business entities for fiscal years, and interim periods within, starting after December 15, 2015. The Company is currently evaluating the impact that ASU 2014-12 will have on its consolidated financial statements. | |||||||||
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (“ASU 2015-02”), “Consolidation – Amendments to the Consolidation Analysis.” ASU 2015-02 applies to reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Additionally, the amendments eliminate the presumption that a general partner should consolidate a limited partnership. The amendments in ASU 2015-02 affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 will be effective for public business entities for fiscal years, and interim periods within, beginning after December 15, 2015. The Company is currently evaluating the impact that ASU 2015-02 will have on its consolidated financial statements. | |||||||||
Reclassifications | |||||||||
Certain prior year financial statement amounts have been reclassified to conform to the current year presentation, including the presentation of TLG as an asset held for sale, discussed in note 1. |
Income_Loss_Per_Share
Income (Loss) Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Income (Loss) Per Share | 3. Income (Loss) Per Share | ||||||||||||
The Company applies the two-class method as required by ASC 260-10, Earnings per Share (“ASC 260-10”). ASC 260-10 requires the net income per share for each class of stock (common stock and preferred stock) to be calculated assuming 100% of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share. | |||||||||||||
Basic earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share include the effect of potential shares outstanding, including dilutive securities. Potential dilutive securities may include shares and options granted under the Company’s stock incentive plan and membership units in Morgans Group, which may be exchanged for shares of the Company’s common stock under certain circumstances. The 75,446 Morgans Group membership units (which may be converted to cash, or at the Company’s option, common stock) held by third parties at December 31, 2014, Yucaipa Warrants issued to the Yucaipa Investors, unvested restricted stock units, LTIP Units (as defined in note 10), and stock options have been excluded from the diluted net income (loss) per common share calculation, as there would be no effect on reported diluted net income (loss) per common share. | |||||||||||||
The table below details the components of the basic and diluted loss per share calculations (in thousands, except for per share data). The Company has not had any undistributed earnings in any calendar quarter presented. Therefore, the Company does not present earnings per share following the two-class method. | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Numerator: | |||||||||||||
Net loss | $ | (50,043 | ) | $ | (44,150 | ) | $ | (56,491 | ) | ||||
Net (income) loss attributable to noncontrolling | (681 | ) | (5 | ) | 804 | ||||||||
interest | |||||||||||||
Net loss attributable to Morgans Hotel Group Co. | (50,724 | ) | (44,155 | ) | (55,687 | ) | |||||||
Less: preferred stock dividends and accretion | 15,827 | 14,316 | 11,124 | ||||||||||
Net loss attributable to common stockholders | $ | (66,551 | ) | $ | (58,471 | ) | $ | (66,811 | ) | ||||
Denominator: | |||||||||||||
Weighted average basic common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||||
Effect of dilutive securities | — | — | — | ||||||||||
Weighted average diluted common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||||
Basic and diluted loss available to common | $ | (1.95 | ) | $ | (1.78 | ) | $ | (2.13 | ) | ||||
stockholders per common share | |||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment | 4. Property and Equipment | ||||||||
Property and equipment consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 45,194 | $ | 45,194 | |||||
Building | 332,337 | 330,316 | |||||||
Furniture, fixtures and equipment | 99,291 | 107,475 | |||||||
Construction in progress | 275 | 308 | |||||||
Subtotal | 477,097 | 483,293 | |||||||
Less accumulated depreciation | (199,272 | ) | (190,797 | ) | |||||
Property and equipment, net | $ | 277,825 | $ | 292,496 | |||||
Property subject to capital lease, such as Clift and two condominium units at Hudson, both discussed in note 7, are included under “Building” in the above table. Fully depreciated assets totaling approximately $10.4 million and $0.9 million were retired during the years ended December 31, 2014 and 2013, respectively. Depreciation on property and equipment was $19.9 million, $20.3 million, and $17.6 million, for the years ended December 31, 2014, 2013, and 2012, respectively. Depreciation on property subject to capital leases was $0.1 million, for each of the years ended December 31, 2014, 2013 and 2012. |
Investments_in_and_Advances_to
Investments in and Advances to Unconsolidated Joint Ventures | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity Method Investments And Joint Ventures [Abstract] | |||||||||||||
Investments in and Advances to Unconsolidated Joint Ventures | 5. Investments in and Advances to Unconsolidated Joint Ventures | ||||||||||||
The Company’s investments in and advances to unconsolidated joint ventures and its equity in losses of unconsolidated joint ventures are summarized as follows (in thousands): | |||||||||||||
Investments | |||||||||||||
Entity | As of | As of | |||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Mondrian Istanbul | $ | 10,392 | $ | 10,392 | |||||||||
Other | 100 | 100 | |||||||||||
Total investments in and advances to unconsolidated joint | $ | 10,492 | $ | 10,492 | |||||||||
ventures | |||||||||||||
Equity in income (losses) from unconsolidated joint ventures | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Mondrian South Beach | $ | — | $ | — | $ | (4,016 | ) | ||||||
Mondrian SoHo | — | — | (1,027 | ) | |||||||||
Mondrian South Beach food and beverage – MC South | — | (629 | ) | (836 | ) | ||||||||
Beach | |||||||||||||
Ames | — | (151 | ) | (564 | ) | ||||||||
Other | 9 | (48 | ) | 7 | |||||||||
Total | $ | 9 | $ | (828 | ) | $ | (6,436 | ) | |||||
Mondrian South Beach | |||||||||||||
On August 8, 2006, the Company entered into a 50/50 joint venture to renovate and convert an apartment building on Biscayne Bay in Miami Beach into a condominium hotel, Mondrian South Beach, which opened in December 2008. The Company operates Mondrian South Beach under a long-term management contract. | |||||||||||||
The Mondrian South Beach joint venture acquired the existing building and land for a gross purchase price of $110.0 million. An initial equity investment of $15.0 million from each of the 50/50 joint venture partners was funded at closing, and subsequently each member also contributed $8.0 million of additional equity. The Company and an affiliate of its joint venture partner provided additional mezzanine financing of approximately $22.5 million in total to the joint venture through a new 50/50 mezzanine financing joint venture to fund completion of the construction in 2008. Additionally, the Mondrian South Beach joint venture initially received nonrecourse mortgage loan financing of approximately $124.0 million at a rate of LIBOR plus 3.0%. A portion of this mortgage debt was paid down, prior to the amendments discussed below, with proceeds obtained from condominium sales. In April 2008, the Mondrian South Beach joint venture obtained a mezzanine loan from the mortgage lenders of $28.0 million bearing interest at LIBOR plus 6.0%. | |||||||||||||
In April 2010, the Mondrian South Beach ownership joint venture amended the nonrecourse mortgage financing and mezzanine loan agreements secured by Mondrian South Beach or related equity interests and extended the maturity date for up to seven years through one-year extension options until April 2017, subject to certain conditions. Among other things, the amendment allowed the joint venture to accrue all interest through April 2012, accrue a portion of the interest thereafter, extend the mezzanine loan to April 2027 if the mortgage loan is retired, and provide the ability to provide seller financing to qualified condominium buyers with up to 80% of the condominium purchase price. The Company and an affiliate of its joint venture partner each provided an additional $2.75 million to the joint venture through the mezzanine financing joint venture resulting in total mezzanine financing provided by the mezzanine financing joint venture of $28.0 million. After the repayment of the mortgage debt, the mezzanine financing joint venture receives the first $5.5 million of net cash flow, the lender mezzanine financing receives the next $5.5 million, and the remaining proceeds are distributed equally between the joint venture mezzanine loan and the lender mezzanine loan. | |||||||||||||
In February 2015, the joint venture exercised its option to extend the outstanding mortgage and mezzanine debt until April 2016. As of December 31, 2014, the joint venture’s outstanding nonrecourse mortgage loan was $23.1 million, with interest accruing at LIBOR plus 3.8% and paid at LIBOR plus 1.5%. The outstanding mezzanine loan was $28.0 million, with interest accruing at 4.35%. In addition, the outstanding mezzanine debt owed to affiliates of the joint venture partners was $28.0 million. | |||||||||||||
The joint venture is in the process of selling units as condominiums, subject to market conditions, and unit buyers will have the opportunity to place their units into the hotel’s rental program. As of December 31, 2014, 263 hotel residences had been sold, of which 150 are in the hotel rental pool and are included in the hotel room count, and 72 hotel residences remain to be sold. In addition to hotel management fees, the Company could also realize fees from the sale of condominium units, although there can be no assurances of any sales in the future. | |||||||||||||
The Mondrian South Beach joint venture was determined to be a variable interest entity as during the process of refinancing the venture’s mortgage in April 2010, its equity investment at risk was considered insufficient to permit the entity to finance its own activities. Management determined that the Company is not the primary beneficiary of this variable interest entity as the Company does not have a controlling financial interest in the entity. | |||||||||||||
Because the Company has written its investment value in the joint venture to zero, for financial reporting purposes, the Company believes its maximum exposure to losses as a result of its involvement in the Mondrian South Beach variable interest entity is limited to its outstanding management fees and related receivables and $14.0 million of advances in the form of mezzanine financing, excluding guarantees and other contractual commitments. | |||||||||||||
The Company is not committed to providing financial support to this variable interest entity, other than as contractually required, and all future funding is expected to be provided by the joint venture partners in accordance with their respective percentage interests in the form of capital contributions or loans, or by third parties. | |||||||||||||
Morgans Group and affiliates of its joint venture partner have provided certain guarantees and indemnifications to the Mondrian South Beach lenders. See note 8. | |||||||||||||
Summarized balance sheet information of Mondrian South Beach is as follows (in thousands): | |||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Real estate, net | $ | 46,343 | $ | 60,323 | |||||||||
Other assets | 13,908 | 10,285 | |||||||||||
Total assets | $ | 60,251 | $ | 70,608 | |||||||||
Other liabilities | 26,674 | 20,233 | |||||||||||
Debt | 79,062 | 89,015 | |||||||||||
Total deficit | (45,485 | ) | (38,640 | ) | |||||||||
Total liabilities and deficit | $ | 60,251 | $ | 70,608 | |||||||||
Company’s share of deficit | (20,950 | ) | (17,686 | ) | |||||||||
Advance to joint venture in the form of mezzanine financing | 14,000 | 14,000 | |||||||||||
Capitalized costs/reimbursements | (310 | ) | (310 | ) | |||||||||
Loss in excess of investment balance not recorded by the | 6,950 | 3,686 | |||||||||||
Company | |||||||||||||
Company’s investment balance | $ | — | $ | — | |||||||||
Summarized income statement information of Mondrian South Beach is as follows (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating revenues | $ | 36,528 | $ | 37,046 | $ | 44,224 | |||||||
Operating expenses | 38,819 | 38,915 | 49,924 | ||||||||||
Depreciation | 860 | 898 | 821 | ||||||||||
Operating loss | (3,151 | ) | (2,767 | ) | (6,521 | ) | |||||||
Interest expense | 2,756 | 2,087 | 946 | ||||||||||
Impairment loss | — | 1,500 | 3,355 | ||||||||||
Net loss | (5,907 | ) | (6,354 | ) | (10,822 | ) | |||||||
Amount recorded in equity in loss | $ | — | $ | — | $ | (4,016 | ) | ||||||
Mondrian SoHo | |||||||||||||
In June 2007, the Company entered into a joint venture with Cape Advisors Inc. to acquire and develop a Mondrian hotel in the SoHo neighborhood of New York City. The Company initially contributed $5.0 million for a 20% equity interest in the joint venture. Mondrian SoHo opened in February 2011 and has 263 guest rooms, a restaurant, bar and other facilities. Under the terms of the hotel management agreement executed between the Company and the joint venture in June 2007, the Company has a contract to manage the hotel for a 10-year term beginning on the date the hotel opened for business, which was in February 2011, with two 10-year extension options. | |||||||||||||
The joint venture obtained a loan of $195.2 million to acquire and develop the hotel, which matured in June 2010. On July 31, 2010, the mortgage loan secured by the hotel was amended to, among other things, provide for extensions of the maturity date to November 2011 with extension options through 2015, subject to certain conditions including a minimum debt service coverage test calculated, based on ratios of net operating income to debt service for specified periods ended September 30th of each year. The joint venture satisfied the extension conditions in 2011, but did not satisfy the conditions in November 2012. In January 2013, the lender initiated foreclosure proceedings and litigation is ongoing, although a court appointed referee issued a report in August 2014 setting the amount due on the loan ($250.5 million as of August 18, 2014, plus interest accruing at a daily rate of approximately $84,000, as of August 18, 2014) and determining the property should be sold as one parcel. On September 15, 2014, the lender filed a motion to confirm the referee’s report in the foreclosure action and for proposed judgment of foreclosure and sale. The foreclosure judgment was issued on November 25, 2014 and the foreclosure sale was held on January 7, 2015, at which GACC was the winning and only bidder. GACC had an agreement to assign its bid to an affiliate of the Sapir Organization (“Sapir”), a New York-based real estate development and management organization; and in connection with that contract, GACC and Sapir have agreed to terminate the Company as manager of Mondrian SoHo. That sale to Sapir closed on March 6, 2015. As a result, effective March 6, 2015, the Company no longer holds any equity interest in Mondrian SoHo. Refer to note 8 for further discussion related to ongoing Mondrian SoHo legal proceedings. | |||||||||||||
As of December 31, 2014, the Mondrian SoHo joint venture’s outstanding mortgage debt secured by the hotel was $196.0 million. In addition, as of August 18, 2014, the court appointed referee calculated deferred interest through the date of default of $20.8 million and default interest of $33.4 million. As a result of the completion of the foreclosure sale of Mondrian SoHo, the joint venture will not pay these outstanding amounts. | |||||||||||||
In December 2011, the Mondrian SoHo joint venture was determined to be a variable interest entity as a result of upcoming debt maturity and cash shortfalls, and because its equity was considered insufficient to permit the entity to finance its own activities. However, the Company determined that it was not the primary beneficiary and, therefore, consolidation of this joint venture is not required. The Company continues to account for its investment in Mondrian SoHo using the equity method of accounting. Because the Company has written its investment value in the joint venture to zero, for financial reporting purposes, the Company believes its maximum exposure to losses as a result of its involvement in the Mondrian SoHo variable interest entity is limited to its outstanding management fees and related receivables and advances in the form of priority loans, excluding guarantees and other contractual commitments. | |||||||||||||
Certain affiliates of the Company’s joint venture partner have provided certain guarantees and indemnifications to the Mondrian SoHo lenders for which Morgans Group has agreed to indemnify the joint venture partner and its affiliates in certain circumstances. See note 8. | |||||||||||||
Summarized balance sheet information of Mondrian SoHo, excluding the default interest as discussed above, which was eliminated as an obligation of the joint venture upon completion of the foreclosure sale on March 6, 2015, is as follows (in thousands): | |||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Real estate, net | $ | 155,204 | $ | 160,596 | |||||||||
Other assets | 9,181 | 6,146 | |||||||||||
Total assets | $ | 164,385 | $ | 166,742 | |||||||||
Other liabilities | 41,319 | 35,516 | |||||||||||
Debt | 196,017 | 196,017 | |||||||||||
Preferred loans from members and vendor loans | 37,725 | 37,263 | |||||||||||
Total deficit | (110,676 | ) | (102,054 | ) | |||||||||
Total liabilities and deficit | $ | 164,385 | $ | 166,742 | |||||||||
Company’s share of deficit | (22,135 | ) | (20,410 | ) | |||||||||
Advance to joint venture in the form of preferred loans | 11,876 | 11,876 | |||||||||||
Loss in excess of investment balance not recorded by | 10,259 | 8,534 | |||||||||||
Company | |||||||||||||
Company’s investment balance | $ | — | $ | — | |||||||||
Summarized income statement information of Mondrian SoHo is as follows (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating revenues | $ | 41,499 | $ | 41,325 | $ | 34,759 | |||||||
Operating expenses | 28,314 | 29,424 | 26,324 | ||||||||||
Depreciation | 5,668 | 5,663 | 5,599 | ||||||||||
Operating income | 7,517 | 6,238 | 2,836 | ||||||||||
Interest expense | 16,139 | 13,109 | 20,616 | ||||||||||
Net loss | (8,622 | ) | (6,871 | ) | (17,780 | ) | |||||||
Amount recorded in equity in loss | $ | — | $ | — | $ | (1,027 | ) | ||||||
Food and Beverage Venture at Mondrian South Beach | |||||||||||||
In June 2011, the Company acquired its former joint venture partner’s ownership interest in the food and beverage venture at Mondrian South Beach. As a result, the Company owns 50% of the venture. The other 50% is owned by the Mondrian South Beach hotel joint venture, in which the Company has a 50% interest. The Company concluded that this venture did not meet the requirements of a variable interest entity and accordingly, this investment in the joint venture is accounted for using the equity method, as the Company does not believe it exercises control over significant asset decisions such as buying, selling or financing. | |||||||||||||
The Company accounted for this investment under the equity method of accounting through December 31, 2013, until its recording of losses was suspended. As of December 31, 2014, the Company’s investment in this food and beverage venture was zero. Because the Company has written its investment value in the joint venture to zero, for financial reporting purposes, the Company believes its maximum exposure to losses as a result of its involvement in the food and beverage venture at Mondrian South Beach is limited to any outstanding receivables, which was immaterial as of December 31, 2014. | |||||||||||||
Ames | |||||||||||||
On June 17, 2008, the Company, Normandy Real Estate Partners, and Ames Hotel Partners entered into a joint venture agreement as part of the development of the Ames hotel in Boston. Ames opened on November 19, 2009. | |||||||||||||
The Company contributed a total of approximately $12.1 million in equity for an approximately 31% interest in the ownership joint venture. The joint venture obtained a loan for $46.5 million secured by the hotel, which matured on October 9, 2012 and the mortgage lender served the joint venture with a notice of event of default stating that the nonrecourse mortgage refinancing on the property was not repaid when it matured. | |||||||||||||
On April 26, 2013, the joint venture closed on a new loan agreement with the mortgage lenders that provided for a reduction of the mortgage debt and an extension of maturity in return for a cash paydown. The Company did not contribute to the cash paydown and instead entered into an agreement with its joint venture partner, as discussed further in note 8. | |||||||||||||
In May 2013, the hotel owner exercised its right to terminate the Company’s management agreement effective July 17, 2013, and on July 17, 2013 the management agreement terminated. As a result, the Company recorded $1.8 million in termination fee income during 2013. | |||||||||||||
Prior to the Company assigning its equity interests in the joint venture to its joint venture partner, net income or loss and cash distributions or contributions were allocated to the partners in accordance with their respective ownership interests. The Company accounted for this investment under the equity method of accounting. | |||||||||||||
The Company had no ownership interest in Ames as of December 31, 2014 or 2013. Summarized income statement information of Ames is as follows (in thousands). Information presented in 2013 is from January 1, 2013 through April 26, 2013, the date the Company no longer had an ownership interest in Ames: | |||||||||||||
January 1, | Year Ended | ||||||||||||
2013 to April | December 31, | ||||||||||||
26, 2013 | 2012 | ||||||||||||
Operating revenues | $ | 2,587 | $ | 10,277 | |||||||||
Operating expenses | 4,986 | 10,284 | |||||||||||
Depreciation | 532 | 1,690 | |||||||||||
Operating loss | (2,931 | ) | (1,697 | ) | |||||||||
Interest expense | 1,035 | 1,782 | |||||||||||
Gain on sale of tax credits | (683 | ) | (2,048 | ) | |||||||||
Net loss | (3,283 | ) | (1,431 | ) | |||||||||
Amount recorded in equity in loss | $ | (151 | ) | $ | (564 | ) | |||||||
Shore Club | |||||||||||||
On December 30, 2013, Shore Club was sold to HFZ Capital Group. Phillips International, an affiliate of Shore Club’s former owner, retains an ownership stake. The new owner has publicly stated that it may convert a substantial part of the hotel to condominiums, and the Company could be replaced as hotel manager. To date, the Company has received no notice of termination of its management agreement, and intends to continue to operate the hotel pursuant to that agreement. However, no assurance can be provided that the Company will continue to do so in the future. As of December 31, 2014, the Company had only an immaterial contingent profit participation equity interest in Shore Club. | |||||||||||||
Mondrian Istanbul | |||||||||||||
In December 2011, the Company entered into a hotel management agreement for an approximately 114-room Mondrian-branded hotel to be located in the Old City area of Istanbul, Turkey. In December 2011 and January 2012, the Company contributed an aggregate of $10.3 million in the form of equity and key money and has a 20% ownership interest in the joint venture owning the hotel. The Company has no additional funding commitments in connection with this project. | |||||||||||||
Due to the Company’s joint venture partner’s failure to achieve certain agreed milestones in the development of the Mondrian Istanbul hotel, in early 2014, the Company exercised its put option under the joint venture agreement that requires the Company’s joint venture partner to buy back the Company’s equity interests in the Mondrian Istanbul joint venture. The Company’s rights under that joint venture agreement are secured by, among other things, a mortgage on the property. In February 2014, the Company issued a notice of default to its joint venture partner, as they failed to buy back the Company’s equity interests by the contractual deadline, and further notified its joint venture partner that the Company plans to begin foreclosure proceedings as a result of the event of default. The Company initiated foreclosure proceedings on March 11, 2014. The Company’s joint venture partner, and through such joint venture partner, the joint venture itself, have objected to the foreclosure proceeding, as a result of which, the foreclosure proceeding is currently stayed. A case for the annulment of such objection to the foreclosure proceeding was initiated on October 31, 2014 and is currently pending. Additionally, in June 2014, the joint venture purported to notify the Company that it had terminated the hotel management agreement. The Company has objected to such purported notices and intends to vigorously defend against any lawsuit that may result. In addition, the Company has initiated proceedings in an English court seeking payment of the put option amount against the individual shareholders behind the joint venture partner. The parties are also seeking various other judicial remedies in Turkey. | |||||||||||||
Other_Liabilities
Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | 6. Other Liabilities | ||||||||
Other liabilities consist of the following (in thousands): | |||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Designer fee claim | $ | 13,866 | $ | 13,866 | |||||
OPP LTIP Units Liability (note 10) | — | 25 | |||||||
$ | 13,866 | $ | 13,891 | ||||||
Designer Fee Claim | |||||||||
As of December 31, 2014 and 2013, other liabilities consist of $13.9 million related to a designer fee claim. The Former Parent had an exclusive service agreement with a hotel designer, pursuant to which the designer has made various claims related to the agreement. Although the Company is not a party to the agreement, it may have certain contractual obligations or liabilities to the Former Parent in connection with the agreement. According to the agreement, the designer was owed a base fee for each designed hotel, plus 1% of gross revenues, as defined in the agreement, for a 10-year period from the opening of each hotel. In addition, the agreement also called for the designer to design a minimum number of projects for which the designer would be paid a minimum fee. A liability amount has been estimated and recorded in these consolidated financial statements before considering any defenses and/or counter-claims that may be available to the Company or the Former Parent in connection with any claim brought by the designer. The estimated costs of the design services were capitalized as a component of the applicable hotel and amortized over the five-year estimated life of the related design elements. |
Debt_and_Capital_Lease_Obligat
Debt and Capital Lease Obligations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt and Capital Lease Obligations | 7. Debt and Capital Lease Obligations | ||||||||||||
Debt and capital lease obligations consists of the following (in thousands): | |||||||||||||
Description | As of | As of | Interest rate at | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2014 | |||||||||||
Hudson/Delano Mortgage (a) | $ | 450,000 | $ | — | 5.82% (LIBOR + 5.65%) | ||||||||
Notes secured by Hudson (a) | — | 180,000 | |||||||||||
Clift debt (b) | 93,829 | 91,486 | 9.60% | ||||||||||
Liability to subsidiary trust (c) | 50,100 | 50,100 | 8.68% | ||||||||||
Convertible Notes (d) | — | 170,698 | 2.38% | ||||||||||
Restaurant Lease Note (e) | 5,709 | 6,551 | (e) | ||||||||||
Capital lease obligations (f) | 6,105 | 6,105 | (f) | ||||||||||
Revolving credit facility (g) | — | 37,000 | |||||||||||
Debt and capital lease obligation | $ | 605,743 | $ | 541,940 | |||||||||
Debt of asset held for sale (h) | $ | — | $ | 18,811 | (h) | ||||||||
(a) Mortgage Agreements | |||||||||||||
Hudson/Delano 2014 Mortgage Loan | |||||||||||||
On February 6, 2014, subsidiaries of the Company entered into a new mortgage financing with Citigroup Global Markets Realty Corp. and Bank of America, N.A., as lenders, consisting of $300.0 million nonrecourse mortgage notes and $150.0 million mezzanine loans resulting in an aggregate principal amount of $450.0 million, secured by mortgages encumbering Delano South Beach and Hudson and pledges of equity interests in certain subsidiaries of the Company (collectively, the “Hudson/Delano 2014 Mortgage Loan”). | |||||||||||||
The net proceeds from the Hudson/Delano 2014 Mortgage Loan were applied to (1) repay $180.0 million of outstanding mortgage debt under the prior mortgage loan secured by Hudson (the “Hudson 2012 Mortgage Loan”), (2) repay $37.0 million of indebtedness under the Company’s $100.0 million senior secured revolving credit facility secured by Delano South Beach (the “Delano Credit Facility”), (3) provide cash collateral for reimbursement obligations with respect to a $10.0 million letter of credit under the Delano Credit Facility which was returned to the Company in June 2014, as discussed in note 8, and (4) fund reserves required under the Hudson/Delano 2014 Mortgage Loan, with the remainder available for general corporate purposes and working capital, including repayment of the Convertible Notes and TLG Promissory Notes. | |||||||||||||
The Hudson/Delano 2014 Mortgage Loan bears interest at a reserve adjusted blended rate of 30-day LIBOR plus 565 basis points. The Company maintains interest rate caps for the principal amount of the Hudson/Delano 2014 Mortgage Loan that caps the LIBOR rate on the debt under the Hudson/Delano 2014 Mortgage Loan at approximately 1.75% through the initial maturity date. | |||||||||||||
The Hudson/Delano 2014 Mortgage Loan matures on February 9, 2016. The Company has three, one-year extension options that will permit the Company to extend the maturity date of the Hudson/Delano 2014 Mortgage Loan to February 9, 2019, if certain conditions are satisfied at the respective extension dates, including delivery by the borrowers of a business plan and budget for the extension term reasonably satisfactory to the lenders and achievement by the Company of a specified debt yield. The Company may prepay the Hudson/Delano 2014 Mortgage Loan in an amount necessary to achieve the specified debt yield. The second and third extensions would also require the payment of an extension fee in an amount equal to 0.25% of the then outstanding principal amount under the Hudson/Delano 2014 Mortgage Loan. | |||||||||||||
The Hudson/Delano 2014 Mortgage Loan may be prepaid at any time, in whole or in part, subject to payment of a prepayment premium for any prepayment prior to August 9, 2015. There is no prepayment premium after August 9, 2015. | |||||||||||||
The Hudson/Delano 2014 Mortgage Loan is assumable under certain conditions, and provides that either one of the encumbered hotels may be sold, subject to prepayment of the Hudson/Delano 2014 Mortgage Loan at a specified release price and satisfaction of certain other conditions. | |||||||||||||
The Hudson/Delano 2014 Mortgage Loan contains restrictions on the ability of the borrowers to incur additional debt or liens on their assets and on the transfer of direct or indirect interests in Hudson or Delano South Beach and the owners of Hudson and Delano South Beach and other affirmative and negative covenants and events of default customary for multiple asset commercial mortgage-backed securities loans. The Hudson/Delano 2014 Mortgage Loan is nonrecourse to the Company’s subsidiaries that are the borrowers under the loan, except pursuant to certain carveouts detailed therein. In addition, the Company has provided a customary environmental indemnity and nonrecourse carveout guaranty under which it would have liability with respect to the Hudson/Delano 2014 Mortgage Loan if certain events occur with respect to the borrowers, including voluntary bankruptcy filings, collusive involuntary bankruptcy filings, changes to the Hudson capital lease without prior written consent of the lender, violations of the restrictions on transfers, incurrence of additional debt, or encumbrances of the property of the borrowers. The nonrecourse carveout guaranty prohibits the payment of dividends on or repurchase of the Company’s common stock. As of December 31, 2014, the Company was in compliance with these covenants. | |||||||||||||
On April 8, 2014, the Hudson/Delano 2014 Mortgage Loan was amended to reallocate the principal amount and interest rate spread of the $300.0 million nonrecourse mortgage notes. This technical amendment had no impact on the total outstanding principal amount of the nonrecourse mortgage notes or the blended interest rate of the Hudson/Delano 2014 Mortgage Loan. | |||||||||||||
Hudson Mortgage and Mezzanine Loan | |||||||||||||
On November 14, 2012, certain of the Company’s subsidiaries entered into the Hudson 2012 Mortgage Loan, a mortgage financing with UBS Real Estate Securities Inc., as lender, consisting of a $180.0 million nonrecourse mortgage loan, secured by Hudson, which was fully-funded at closing. | |||||||||||||
The Hudson 2012 Mortgage Loan bore interest at a reserve adjusted blended rate of 30-day LIBOR (with a minimum of 0.50%) plus 840 basis points. The Company maintained an interest rate cap for the amount of the Hudson 2012 Mortgage Loan that capped the 30-day LIBOR rate on the debt under the Hudson 2012 Mortgage Loan at approximately 2.5% through the maturity date. | |||||||||||||
In connection with the Hudson/Delano 2014 Mortgage Loan, the Hudson 2012 Mortgage Loan was terminated after repayment of the outstanding debt thereunder in February 2014. | |||||||||||||
(b) Clift Debt | |||||||||||||
In October 2004, Clift Holdings LLC (“Clift Holdings”), a subsidiary of the Company, sold the Clift hotel to an unrelated party for $71.0 million and then leased it back for a 99-year lease term. Under this lease, Clift Holdings is required to fund operating shortfalls including the lease payments and to fund all capital expenditures. This transaction did not qualify as a sale due to the Company’s continued involvement and therefore is treated as a financing. | |||||||||||||
The lease agreement provides for base annual rent of approximately $6.0 million per year until October 2014. As a result of the first such increase, effective October 14, 2014, the annual rent increased to $7.6 million. Thereafter, base rent increases at five-year intervals by a formula tied to increases in the Consumer Price Index, with a maximum increase of 20% and a minimum increase of 10% at each five-year rent increase date thereafter. The lease is nonrecourse to the Company. | |||||||||||||
Morgans Group also entered into an agreement, dated September 17, 2010, whereby Morgans Group agreed to guarantee losses of up to $6.0 million suffered by the lessors in the event of certain “bad boy” type acts. As of December 31, 2014, there had been no triggering event that would require the Company to recognize a liability related to this guarantee. | |||||||||||||
(c) Liability to Subsidiary Trust Issuing Preferred Securities | |||||||||||||
On August 4, 2006, a newly established trust formed by the Company, MHG Capital Trust I (the “Trust”), issued $50.0 million in trust preferred securities in a private placement. The Company owns all of the $0.1 million of outstanding common stock of the Trust. The Trust used the proceeds of these transactions to purchase $50.1 million of junior subordinated notes issued by the Company’s operating company and guaranteed by the Company (the “Trust Notes”) which mature on October 30, 2036. The sole assets of the Trust consist of the Trust Notes. The terms of the Trust Notes are substantially the same as preferred securities issued by the Trust. The Trust Notes and the preferred securities have a fixed interest rate of 8.68% until October 2016, after which the interest rate will float and reset quarterly at the three-month LIBOR rate plus 3.25% per annum. The Trust Notes are redeemable by the Trust, at the Company’s option, at par, and the Company has not redeemed any Trust Notes. To the extent the Company redeems the Trust Notes, the Trust is required to redeem a corresponding amount of preferred securities. | |||||||||||||
The Company has identified that the Trust is a variable interest entity under ASC 810-10. Based on management’s analysis, the Company is not the primary beneficiary of the trust. Accordingly, the Trust is not consolidated into the Company’s financial statements. The Company accounts for the investment in the common stock of the Trust under the equity method of accounting. | |||||||||||||
In the event the Company were to undertake a transaction that was deemed to constitute a transfer of its properties and assets substantially as an entirety within the meaning of the indenture, the Company may be required to repay the Trust Notes prior to their maturity or obtain the trustee’s consent in connection with such transfer. | |||||||||||||
(d) Convertible Notes | |||||||||||||
On October 17, 2007, the Company issued $172.5 million aggregate principal amount of 2.375% Senior Subordinated Convertible Notes in a private offering. Net proceeds from the offering were approximately $166.8 million. | |||||||||||||
In 2010, the Yucaipa Investors purchased $88.0 million of the Convertible Notes from third parties. On February 28, 2014, the Company entered into a Note Repurchase Agreement with the Yucaipa Investors, pursuant to which it repurchased the Convertible Notes owned by them for an amount equal to their principal balance plus accrued interest. The Company used cash on hand, including proceeds of the Hudson/Delano 2014 Mortgage Loan, for this repurchase. Additionally, during the third quarter of 2014, the Company used cash on hand to repurchase an aggregate of $35.4 million of outstanding Convertible Notes at an aggregate discount of approximately $0.1 million plus accrued interest. The repurchased Convertible Notes were retired upon repurchase. | |||||||||||||
On October 15, 2014, the Convertible Notes matured and the Company repaid the outstanding principal amount of $49.1 million with cash on hand. The Convertible Notes were retired upon repayment. | |||||||||||||
The Company followed ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”), which clarifies the accounting for convertible notes payable. ASC 470-20 requires the proceeds from the issuance of convertible notes to be allocated between a debt component and an equity component. The debt component is measured based on the fair value of similar debt without an equity conversion feature, and the equity component is determined as the residual of the fair value of the debt deducted from the original proceeds received. The resulting discount on the debt component is amortized over the period the debt is expected to be outstanding as additional interest expense. The debt component of the Convertible Notes was fully amortized as of the maturity date. The equity component, recorded as additional paid-in capital, was determined to be $9.0 million, which represented the difference between the proceeds from issuance of the Convertible Notes and the fair value of the liability, net of deferred taxes of $6.4 million as of the date of issuance of the Convertible Notes. The equity component was written-off at maturity of the Convertible Notes. | |||||||||||||
(e) Restaurant Lease Note | |||||||||||||
As discussed in note 2, in August 2012, the Company acquired the leasehold interests in three food and beverage venues at Mandalay Bay from an existing tenant for $15.0 million in cash at closing and the issuance of a principal-only $10.6 million Restaurant Lease Note to be paid over seven years. The Restaurant Lease Note does not bear interest except in the event of default, as defined in the agreement. In accordance with ASC 470, Debt, the Company imputed interest on the Restaurant Lease Note, which was recorded at its fair value of $7.5 million as of the date of issuance. At December 31, 2014, the balance outstanding recorded on the Restaurant Lease Note was $5.7 million. | |||||||||||||
(f) Capital Lease Obligations | |||||||||||||
The Company has leased two condominium units at Hudson from unrelated third-parties, which are reflected as capital leases. One of the leases requires the Company to make annual payments, currently $649,728 (subject to increases due to increases in the Consumer Price Index), through November 2096. This lease also allows the Company to purchase, at its option, the unit at fair market value after November 2015. The second lease requires the Company to make annual payments, currently $365,490 (subject to increases due to increases in the Consumer Price Index), through December 2098. | |||||||||||||
The Company has allocated both lease payments between the land and building based on their estimated fair values. The portion of the payments allocated to the building has been capitalized at the present value of the future minimum lease payments. The portion of the payments allocable to the land is treated as operating lease payments. The imputed interest rate on both of these leases is 8%, which is based on the Company’s incremental borrowing rate at the time the lease agreement was executed. The capital lease obligations related to the units amounted to approximately $6.1 million as of December 31, 2014 and 2013, respectively. Substantially all of the principal payments on the capital lease obligations are due at the end of the lease agreements. | |||||||||||||
(g) Delano Credit Facility | |||||||||||||
On July 28, 2011, the Company and certain of its subsidiaries (collectively, the “Borrowers”), entered into a secured credit agreement with Deutsche Bank Securities Inc. as sole lead arranger, Deutsche Bank Trust Company Americas, as agent, and the lenders party thereto. | |||||||||||||
The credit agreement provided commitments for the Delano Credit Facility, a $100.0 million revolving credit facility and included a $15.0 million letter of credit sub-facility. The interest rate applicable to loans outstanding on the Delano Credit Facility was a floating rate of interest per annum, at the Borrowers’ election, of either LIBOR (subject to a LIBOR floor of 1.00%) plus 4.00%, or a base rate, as defined in the agreement, plus 3.00%. In addition, a commitment fee of 0.50% applied to the unused portion of the commitments under the Delano Credit Facility. | |||||||||||||
In connection with the closing of the Hudson/Delano 2014 Mortgage Loan, described above, the Delano Credit Facility was terminated after repayment of the outstanding debt thereunder in February 2014. | |||||||||||||
(h) TLG Promissory Notes | |||||||||||||
On November 30, 2011, pursuant to purchase agreements entered into on November 17, 2011, certain of the Company’s subsidiaries completed the acquisition of 90% of the equity interests in TLG for a purchase price of $28.5 million in cash and up to $18.0 million of TLG Promissory Notes, which are convertible into shares of the Company’s common stock at $9.50 per share. The TLG Promissory Notes were allocated $16.0 million to Mr. Sasson and $2.0 million to Mr. Masi. | |||||||||||||
The payment of $18.0 million was based on TLG achieving EBITDA of at least $18.0 million from Non-Morgans EBITDA during the period starting on January 1, 2012 and ending on March 31, 2014, with ratable reduction of the payment if less than $18.0 million of EBITDA was earned. The fair value of the TLG Promissory Notes was estimated each quarter utilizing a Monte Carlo simulation to estimate the probability of the performance conditions being satisfied. | |||||||||||||
The TLG Promissory Notes were scheduled to mature in November 2015 and could be voluntarily prepaid, in full or in part, at any time. The TLG Promissory Notes earned interest at an annual rate of 8%, provided that if the notes were not paid or converted on or before November 30, 2014, the interest rate increased to 18%. The TLG Promissory Notes also provided that 75% of the accrued interest was payable quarterly in cash and the remaining 25% accrued and was included in the principal balance which is payable at maturity. | |||||||||||||
In December 2014, the Company used cash on hand to repay and retire $19.1 million of outstanding TLG Promissory Notes, which included the original principal balance of $18.0 million plus deferred interest of $1.1 million. | |||||||||||||
As discussed further in note 8, on August 5, 2013, Messrs. Sasson and Masi filed a lawsuit in the Supreme Court of the State of New York against TLG Acquisition and Morgans Group alleging, among other things, breach of contract and an event of default under the TLG Promissory Notes The oral argument on the motion occurred on October 29, 2014 and the Company is awaiting the court’s ruling. Although the TLG Promissory Notes were repaid and retired in December 2014, this lawsuit has not been dismissed. | |||||||||||||
Principal Maturities | |||||||||||||
The following is a schedule, by year, of principal payments on notes payable (including capital lease obligations) as of December 31, 2014 (in thousands): | |||||||||||||
Capital Lease | Amount | Principal Payments | |||||||||||
Obligations and | Representing | on Capital Lease | |||||||||||
Debt Payable | Interest on | Obligations and | |||||||||||
Capital Lease | Debt Payable | ||||||||||||
Obligations | |||||||||||||
2015 | $ | 488 | $ | 488 | $ | — | |||||||
2016 | 450,488 | 488 | 450,000 | ||||||||||
2017 | 488 | 488 | — | ||||||||||
2018 | 488 | 488 | — | ||||||||||
2019 | 6,196 | 488 | 5,708 | ||||||||||
Thereafter | 182,984 | 32,949 | 150,035 | ||||||||||
$ | 641,132 | $ | 35,389 | $ | 605,743 | ||||||||
The weighted average interest rate on all of the Company’s debt as of December 31, 2014, 2013, and 2012 was 6.1%, 6.0%, and 6.1%, respectively. | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||
Commitments and Contingencies | 8. Commitments and Contingencies | ||||||||||||||||||
Hotel Development Related Commitments | |||||||||||||||||||
In order to obtain long-term management, franchise and license contracts, the Company may commit to contribute capital in various forms on hotel development projects. These include equity investments, key money, and cash flow guarantees to hotel owners. The cash flow guarantees generally have a stated maximum amount of funding and a defined term. The terms of the cash flow guarantees to hotel owners generally require the Company to fund if the hotels do not attain specified levels of operating profit. Oftentimes, cash flow guarantees to hotel owners may be recoverable as loans repayable to the Company out of future hotel cash flows and/or proceeds from the sale of hotels. | |||||||||||||||||||
The following table details, as of December 31, 2014, the Company’s key money, equity investment and debt financing commitments for hotels under development as well as potential funding obligations under cash flow guarantees at operating hotels and hotels under development at the maximum amount under the applicable contracts, but excluding contracts where the maximum amount cannot be determined (in thousands): | |||||||||||||||||||
As of | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 (1) | |||||||||||||||||||
Key money, equity investment and debt financing | $ | 250 | |||||||||||||||||
commitments (2) | |||||||||||||||||||
Cash flow guarantees | 5,000 | ||||||||||||||||||
Cash flow guarantees in dispute (3) | 8,000 | ||||||||||||||||||
Total maximum future funding commitments | $ | 13,250 | |||||||||||||||||
Amounts due within one year | $ | 250 | |||||||||||||||||
-1 | The currency translation is based on an exchange rate of the applicable local currency to U.S. dollar using the exchange rate as of the end of the applicable reporting period. | ||||||||||||||||||
-2 | Amount reflects key money commitments. The Company had no equity or debt financing commitments at December 31, 2014. | ||||||||||||||||||
-3 | Reflects an $8.0 million performance cash flow guarantee related to Delano Marrakech, which the Company believes it is not obligated to fund due to the owner’s defaults under the management agreement terms. The Company has terminated its management agreement effective November 12, 2013, discussed further below. | ||||||||||||||||||
On September 30, 2014, Mondrian London opened. As a result, the Company funded its £9.4 million key money obligation (or approximately $15.3 million at the exchange rate as of the payment date) in October 2014 with cash on hand. | |||||||||||||||||||
In September 2012, the Company opened Delano Marrakech, a 71-room hotel in Marrakech, Morocco. The management agreement included certain cash flow guarantees by the Company which stipulate certain minimum levels of operating performance and could result in potential future funding obligations related to Delano Marrakech, which are in dispute and disclosed in the hotel commitments and guarantees table above. As discussed further below, the Company and the hotel owner are in litigation surrounding the termination of the hotel management agreement, performance-based cash flow guarantee and related matters. Both parties are seeking arbitration of the dispute, which is expected to occur in October 2015. | |||||||||||||||||||
In January 2014, the Company signed a franchise agreement for 10 Karaköy, a Morgans Original branded hotel in Istanbul, Turkey. The hotel, which opened in November 2014, was converted from office and retail space and has 71 rooms. The Company expects to fund a $0.3 million key money obligation in 2015 related to 10 Karaköy. | |||||||||||||||||||
The Company has signed management, license or franchise agreements for new hotels which are in various stages of development. As of December 31, 2014, these included the following: | |||||||||||||||||||
Expected | Anticipated | Initial | |||||||||||||||||
Room | Opening | Term | |||||||||||||||||
Count | |||||||||||||||||||
Hotels Currently Under Construction or Renovation: | |||||||||||||||||||
Mondrian Doha | 270 | 2015 | 30 years | ||||||||||||||||
Other Signed Agreements: | |||||||||||||||||||
Mondrian Istanbul | 114 | 20 years | |||||||||||||||||
Delano Aegean Sea | 150 | 20 years | |||||||||||||||||
Delano Cartagena | 211 | 20 years | |||||||||||||||||
There can be no assurances that any or all of the Company’s projects listed above will be developed as planned. If adequate project financing is not obtained, these projects may need to be limited in scope, deferred or cancelled altogether, in which case the Company may be unable to recover any previously funded key money, equity investments or debt financing. | |||||||||||||||||||
For example, due to the Company’s joint venture partner’s failure to achieve certain agreed milestones in the development of the Mondrian Istanbul hotel, in early 2014, the Company exercised its put option under the joint venture agreement and initiated foreclosure proceedings, as discussed further in note 5. | |||||||||||||||||||
Other Guarantees to Hotel Owners | |||||||||||||||||||
As discussed above, the Company has provided certain cash flow guarantees to hotel owners in order to secure management contracts. | |||||||||||||||||||
The Company’s hotel management agreements for Royalton and Morgans contain cash flow guarantee performance tests that stipulate certain minimum levels of operating performance. These performance test provisions give the Company the option to fund a shortfall in operating performance limited to the Company’s earned base fees. If the Company chooses not to fund the shortfall, the hotel owner has the option to terminate the management agreement. For the years ended December 31, 2014, 2013 and 2012, the Company has funded the shortfall and as of December 31, 2014, approximately $1.1 million was accrued as a reduction to management fees related to these performance test provisions. Until 2016 and so long as the Company funds the shortfalls, the hotel owners do not have the right to terminate the Company as hotel manager. The Company’s maximum potential amount of future fundings related to the Royalton and Morgans performance guarantee cannot be determined as of December 31, 2014, but under the hotel management agreements is limited to the Company’s base fees earned. | |||||||||||||||||||
Additionally, the Company is currently subject to performance tests under certain other of its hotel management agreements, which could result in early termination of the Company’s hotel management agreements. As of December 31, 2014, the Company is in compliance with these termination performance tests and is not exercising any contractual cure rights. Generally, the performance tests are two part tests based on achievement of budget or cash flow and revenue per available room indices. In addition, once the performance test period begins, which is generally multiple years after a hotel opens, each of these performance tests must fail for two or more consecutive years and the Company has the right to cure any performance failures, subject to certain limitations. | |||||||||||||||||||
Operating Joint Venture Hotels Commitments and Guarantees | |||||||||||||||||||
The following details obligations the Company has or may have related to its operating joint venture hotels as of December 31, 2014. | |||||||||||||||||||
Mondrian South Beach Mortgage and Mezzanine Agreements. Morgans Group and affiliates of its joint venture partner have agreed to provide standard nonrecourse carve-out guarantees and provide certain limited indemnifications for the Mondrian South Beach mortgage and mezzanine loans. In the event of a default, the lenders’ recourse is generally limited to the mortgaged property or related equity interests, subject to standard nonrecourse carve-out guarantees for “bad boy” type acts. Morgans Group and affiliates of its joint venture partner also agreed to guarantee the joint venture’s obligation to reimburse certain expenses incurred by the lenders and indemnify the lenders in the event such lenders incur liability in connection with certain third-party actions. Morgans Group and affiliates of its joint venture partner have also guaranteed the joint venture’s liability for the unpaid principal amount of any seller financing note provided for condominium sales if such financing or related mortgage lien is found unenforceable, provided they shall not have any liability if the seller financed unit becomes subject to the lien of the lender’s mortgage or title to the seller financed unit is otherwise transferred to the lender or if such seller financing note is repurchased by Morgans Group and/or affiliates of its joint venture at the full amount of unpaid principal balance of such seller financing note. In addition, although construction is complete and Mondrian South Beach opened on December 1, 2008, Morgans Group and affiliates of its joint venture partner may have continuing obligations under construction completion guarantees until all outstanding payables due to construction vendors are paid. As of December 31, 2014, there were remaining payables outstanding to vendors of approximately $0.3 million. Pursuant to a letter agreement with the lenders for the Mondrian South Beach loan, the joint venture agreed that these payables, many of which are currently contested or under dispute, will not be paid from operating funds but only from tax abatements and settlements of certain lawsuits. In the event funds from tax abatements and settlements of lawsuits are insufficient to repay these amounts in a timely manner, the Company and its joint venture partner are required to fund the shortfall amounts. | |||||||||||||||||||
The Company and affiliates of its joint venture partner also have each agreed to purchase approximately $14.0 million of condominium units under certain conditions, including an event of default. In the event of a default under the lender’s mortgage or mezzanine loan, the joint venture partners are each obligated to purchase selected condominium units, at agreed-upon sales prices, having aggregate sales prices equal to 1/2 of the lesser of $28.0 million, which is the face amount outstanding on the lender’s mezzanine loan, or the then outstanding principal balance of the lender’s mezzanine loan. The joint venture is not currently in an event of default under the mortgage or mezzanine loan. As of December 31, 2014, there had been no triggering event that would require the Company to recognize a liability related to the construction completion or the condominium purchase guarantees. | |||||||||||||||||||
Mondrian SoHo. Certain affiliates of the Company’s joint venture partner have agreed to provide a standard nonrecourse carve-out guaranty for “bad boy” type acts and a completion guaranty to the lenders for the Mondrian SoHo loan, for which Morgans Group has agreed to indemnify the joint venture partner and its affiliates up to 20% of such entities’ guaranty obligations, provided that each party is fully responsible for any losses incurred as a result of its own gross negligence or willful misconduct. As of December 31, 2014, there had been no triggering event that would require the Company to recognize a liability related to this indemnity. | |||||||||||||||||||
Ames. On April 26, 2013, the joint venture closed on a new loan agreement with the mortgage lenders that provided for a reduction of the mortgage debt and an extension of maturity in return for a cash paydown. The Company did not contribute to the cash paydown and instead entered into an agreement with its joint venture partner pursuant to which, among other things, (1) the Company assigned its equity interests in the joint venture to its joint venture partner, (2) the Company agreed to give its joint venture partner the right to terminate its management agreement upon 60 days’ prior notice in return for an aggregate payment of $1.8 million, and (3) a creditworthy affiliate of the Company’s joint venture partner has assumed all or a portion of the Company’s potential liability with respect to historic tax credit guarantees, with the Company’s liability for any tax credit guarantees capped, in any event, at $3.0 million in the aggregate. The potential liability for historic tax credit guarantees relates to approximately $16.9 million of federal and state historic rehabilitation tax credits that Ames qualified for at the time of its development. As of December 31, 2014, there had been no triggering event that would require the Company to accrue any potential liability related to the historic tax credit guarantee. | |||||||||||||||||||
Guaranteed Loans and Commitments | |||||||||||||||||||
The Company has made guarantees to lenders and lessors of its owned and leased hotels, namely related to the Hudson/Delano 2014 Mortgage Loan and Clift lease payments, as discussed further in note 7. | |||||||||||||||||||
Additionally, the Company is obligated to make future minimum lease payments for noncancelable leases, which the Company accounts for as operating leases. These operating leases include amounts related to the portion of the Hudson capital lease which are allocable to land, lease payments related to our Owned F&B Operations, and our corporate office lease. Future minimum lease payments related to these operating leases in effect as of December 31, 2014 are as follows (in thousands): | |||||||||||||||||||
Land | Other | ||||||||||||||||||
2015 | $ | 266 | $ | 2,374 | |||||||||||||||
2016 | 266 | 2,404 | |||||||||||||||||
2017 | 266 | 2,435 | |||||||||||||||||
2018 | 266 | 2,282 | |||||||||||||||||
2019 | 266 | 1,393 | |||||||||||||||||
Thereafter | 20,503 | 998 | |||||||||||||||||
Total | $ | 21,833 | $ | 11,886 | |||||||||||||||
Future minimum lease payments do not include amounts for renewal periods or amounts that may need to be paid to landlords for real estate taxes, electricity and operating costs. | |||||||||||||||||||
Multi-employer Retirement Plan | |||||||||||||||||||
As of December 31, 2014, approximately 17.8% of the Company’s employees were subject to collective bargaining agreements. As a result of the TLG Equity Sale, the Company has approximately 15.5% of its employees subject to collective bargaining agreements. The Company is a participant, through these collective bargaining agreements, in multi-employer defined contribution retirement plans in New York and multi-employer defined benefit retirement plans in California covering union employees. | |||||||||||||||||||
The Company’s participation in these plans is outlined in the table below (in thousands): | |||||||||||||||||||
EIN/ Pension Plan | Pension Protection | Contributions | |||||||||||||||||
Act | |||||||||||||||||||
Zone Status, as of | |||||||||||||||||||
January 1, | |||||||||||||||||||
Pension Fund | Number | 2014 | 2013 | 2014 | 2013 | 2012 | |||||||||||||
New York Hotel Trades Council and | 13-1764242/001 | Green | Yellow | $ | 2,582 | $ | 1,446 | $ | 1,309 | ||||||||||
Hotel Association of New York City, Inc. | |||||||||||||||||||
Pension Fund | |||||||||||||||||||
Other | 886 | 793 | 600 | ||||||||||||||||
Total Contributions | $ | 3,468 | $ | 2,239 | $ | 1,909 | |||||||||||||
Eligible employees at the Company’s owned and managed hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. The Company contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2019. The Company’s contributions did not exceed 5% of the total contributions to the pension fund in 2014, 2013, or 2012. The pension fund has implemented a funding improvement plan and the Company has not paid a surcharge. | |||||||||||||||||||
Under the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980, an employer is liable upon withdrawal from or termination of a multiemployer plan for its proportionate share of the plan’s unfunded vested benefits liability. Based on information provided by the administrators of the majority of these multiemployer plans, the Company does not believe there is any significant amount of unfunded vested liability under these plans. | |||||||||||||||||||
Litigations Regarding Mondrian SoHo | |||||||||||||||||||
On January 16, 2013, German American Capital Corporation (“GACC” or the “lender”), the lender for the mortgage loans on Mondrian SoHo, filed a complaint in the Supreme Court of the State of New York, County of New York against Sochin Downtown Realty, LLC, the joint venture that owns Mondrian SoHo (“Sochin JV”), Morgans Management, the manager for the hotel, Morgans Group, Happy Bar LLC and MGMT LLC, seeking foreclosure including, among other things, the sale of the mortgaged property free and clear of the management agreement, entered into between Sochin JV and Morgans Management on June 27, 2007, as amended on July 30, 2010. According to the complaint, Sochin JV defaulted by failing to repay the approximately $217.0 million outstanding on the loans when they became due on November 15, 2012. Cape Advisors Inc. indirectly owns 80% of the equity interest in Sochin JV and Morgans Group indirectly owns the remaining 20% equity interest. | |||||||||||||||||||
On March 11, 2013, the Company moved to dismiss the lender’s complaint on the grounds that, among other things, the Company’s management agreement is not subject to foreclosure. On April 2, 2013, the lender opposed the Company’s motion to dismiss and cross-moved for summary judgment. On August 12, 2013, the court heard oral argument on both motions, as well as a third motion brought by the Company to strike an affirmation submitted by lender’s attorney. On January 27, 2014, the court granted Morgans Management’s motion to dismiss on the ground that Morgans Management was not a proper party to the foreclosure action and that a management contract does not constitute an interest in real property subject to foreclosure, and denied lender’s motion for summary judgment as moot. On March 20, 2014, the lender moved for summary judgment against the remaining defendants, seeking foreclosure on four mortgages secured by Mondrian SoHo. By order dated May 27, 2014, the trial court granted the motion for summary judgment to a limited extent, ordering the appointment of a referee to compute the amount but stating that a motion for summary judgment of foreclosure and sale is premature. By decision entered on July 28, 2014, the court referred the matter to a referee to ascertain and compute the amount due to the lender for principal, interest, and other disbursements and to determine whether the property should be sold in one parcel. On August 6, 2014, the Referee set a hearing on the issues for August 18, 2014, and subsequently issued her report setting the amount due on the loan ($250.5 million, plus interest accruing at a daily rate of approximately $84,000, as of August 18, 2014) and determining the property should be sold as one parcel. On September 15, 2014, the lender filed a motion to confirm the Referee’s report and for judgment of foreclosure and sale, along with the referee’s Report of Amount Due attached as an exhibit, and a proposed judgment of foreclosure and sale. The foreclosure judgment was issued on November 25, 2014 and the foreclosure sale was held on January 7, 2015, at which GACC was the winning and only bidder. GACC had an agreement to assign its bid to an affiliate of the Sapir Organization (“Sapir”), a New York-based real estate development and management organization; and in connection with that contract, GACC and Sapir have agreed to terminate the Company as manager of Mondrian SoHo. That sale to Sapir closed on March 6, 2015. | |||||||||||||||||||
On October 24, 2014, the Company filed suit in the Supreme Court of the State of New York seeking a declaration that the mortgage lenders to the Mondrian SoHo debt cannot remove it as hotel manager following the conclusion of the foreclosure proceedings. The action seeks to protect and enforce our long-term hotel management contract for Mondrian SoHo, regardless of the outcome of the current foreclosure proceedings. The Company also seeks damages against the lenders and ultimate buyer of the property should it be terminated. The lawsuit does not affect the foreclosure proceedings, and the Company does not oppose the lenders’ efforts to foreclose on the Mondrian SoHo property. On February 9, 2015, the court heard the Company’s motion for a preliminary injunction preventing the mortgage lender and/or the ultimate buyer from removing it as manager of Mondrian SoHo pending resolution of the lawsuit; that motion was denied in an oral ruling that same day. While the court did not grant the injunction, it recognized the underlying merits of the Company’s case. On February 27, 2015, the Company filed an appeal of the denial of its motion for a preliminary injunction in the Supreme Court of New York, Appellate Division, First Department. That appeal is currently pending. | |||||||||||||||||||
Litigation Regarding Delano Marrakech | |||||||||||||||||||
In June 2013, the Company served the owner of Delano Marrakech with a notice of default for numerous breaches of the management agreement, including, among other things, failure to pay fees and reimbursable expenses and to operate the hotel in accordance with the standards under the management agreement. In September 2013, the Company served notice of termination of its management agreement for Delano Marrakech following the failure by the owner of Delano Marrakech to remedy the numerous breaches of the agreement. As a result, the Company discontinued all affiliation with the hotel, including removal of the Delano name, and terminated management of the property, effective November 12, 2013. Pursuant to the management agreement, in the event of an owner default, the Company has no further obligations under the performance-based cash flow guarantee. In addition, as a result of the breaches by the hotel owner, the Company has asserted a claim for losses and damages against the owner that is currently estimated at in excess of $30.0 million, including interest. The owner of the hotel is disputing the circumstances surrounding termination and therefore its liability for this amount. On April 17, 2014, the owner submitted a counterclaim against the Company under both the performance-based cash flow guarantee and for loss of profits. The total counterclaim made by the owner is in excess of $119.0 million, excluding interest. The Company considers the counterclaim made by the owner to be entirely without merit and intends to vigorously defend itself. Both parties are seeking arbitration of the dispute, which is expected to occur in October 2015. A preliminary hearing was heard on January 19, 2015 in which the arbitral tribunal rejected entirely the owner’s attempt to have a preliminary issue determined in its favor. | |||||||||||||||||||
Litigation Regarding TLG Promissory Notes | |||||||||||||||||||
On August 5, 2013, Messrs. Andrew Sasson and Andy Masi filed a lawsuit in the Supreme Court of the State of New York against TLG Acquisition LLC and Morgans Group LLC relating to the $18.0 million TLG Promissory Notes. See note 1 and note 7 regarding the background of the TLG Promissory Notes. The complaint alleges, among other things, a breach of contract and an event of default under the TLG Promissory Notes as a result of the Company’s failure to repay the TLG Promissory Notes following an alleged “Change of Control” that purportedly occurred upon the election of the Company’s current Board of Directors on June 14, 2013. The complaint sought payment of Mr. Sasson’s $16.0 million TLG Promissory Note and Mr. Masi’s $2.0 million TLG Promissory Note, plus interest compounded to principal, as well as default interest, and reasonable costs and expenses incurred in the lawsuit. On September 26, 2013, the Company filed a motion to dismiss the complaint in its entirety. On February 6, 2014, the court granted the Company’s motion to dismiss. On March 7, 2014, Messrs. Sasson and Masi filed a Notice of Appeal from this decision with the Appellate Division, First Department, and on July 8, 2014, they filed their initial brief in support of that appeal. Briefing of that appeal is ongoing, and the Company’s opposition brief was due August 29, 2014. The oral argument on the motion occurred on October 29, 2014 and the Company is awaiting the court’s ruling. Although the TLG Promissory Notes were repaid and retired in December 2014, this lawsuit has not been dismissed. | |||||||||||||||||||
Litigation Regarding 2013 Deleveraging Transaction, Proxy Litigation Between Mr. Burkle and OTK and Certain of the Company’s Current Directors, and Litigation Regarding Yucaipa Board Observer Rights | |||||||||||||||||||
On May 5, 2014, the Company and affiliates of Yucaipa, among other litigants, executed and submitted to the Delaware Court of Chancery a Stipulation of Settlement (the “Settlement Stipulation”) which contemplates the partial settlement and dismissal of most of the defendants from the Delaware Shareholder Derivative Action and the complete settlement and dismissal of the New York Securities Action, the Proxy Action and the Board Observer Action, all discussed further in Part I, “Item 3. Legal Proceedings.” On July 23, 2014, the Delaware Court of Chancery approved the settlement as set forth in the Settlement Stipulation, which, pursuant to its terms, became effective on August 25, 2014 (the “Effective Date”). | |||||||||||||||||||
The Settlement Stipulation provided, among other things, for the Company to pay certain agreed upon amounts to parties involved in the actions mentioned above. The Company’s insurers have paid a majority of the costs that the Company was obligated to pay under the Settlement Stipulation. | |||||||||||||||||||
On October 3, 2014, the Company entered into a Memorandum of Understanding with OTK and Thomas L. Harrison (the “Harrison Settlement”) to settle the claims against Mr. Harrison in the Delaware Shareholder Derivative Action and also to settle claims Mr. Harrison has asserted against the Company in Harrison v. Morgans Hotel Group Co., C. A. No. 10100-VCL (Del. Ch.) (the “Harrison Advancement Action”), in which Mr. Harrison seeks an order requiring the Company to advance his expenses (including attorneys’ fees) incurred in connection with the Delaware Shareholder Derivative Action and further seeks indemnification of the expenses (including attorneys’ fees) he has incurred in connection with his efforts to enforce his claims to advancement. Pursuant to the Harrison Settlement, in October 2014, the Company advanced to Mr. Harrison a portion of the fees and expenses for which he has sought advancement and paid a portion of the amounts for which Mr. Harrison seeks indemnification related to the Harrison Advancement Action. As part of the consideration for the release of the claims against Mr. Harrison in the Delaware Shareholder Derivative Action, if the Harrison Settlement is approved by the Court of Chancery, Mr. Harrison would waive his claims to recover the remaining amounts for which he has sought advancement and indemnification in the Harrison Advancement Action. On November 7, 2014, OTK, Morgans, and Mr. Harrison entered into a Stipulation of Settlement setting forth the terms of the settlement. The settlement hearing before the Delaware Court of Chancery was held on February 9, 2015, and the Court of Chancery approved the Harrison Settlement. As a result, both the Harrison Advancement Action and the claims against Mr. Harrison in the Delaware Shareholder Derivative Action were dismissed with prejudice and the parties to the settlement exchanged customary releases. | |||||||||||||||||||
In connection with the Harrison Settlement, OTK and Morgans informed the Delaware Court of Chancery that if the Harrison Settlement were approved, OTK intended to seek dismissal of the claims against the only remaining defendant in the Delaware Shareholder Derivative Action, Michael D. Malone, a former director of the Company. On February 17, 2015, the remaining parties to the litigation filed a stipulation and proposed form of order to dismiss the claims against Mr. Malone without prejudice, and the Court entered the dismissal order on February 18, 2015. The Delaware Shareholder Derivative Action is now concluded. | |||||||||||||||||||
Our insurers have paid a majority of the costs that we were obligated to pay under the Settlement Stipulation. We do not expect that the net amount of any remaining payments we will make under the terms of the Settlement Stipulation or in connection with the Harrison Settlement or the Malone dismissal will be material to our financial position. | |||||||||||||||||||
The Company does not expect that the net amount of any remaining payments it will make under the terms of the Settlement Stipulation or in connection with the Harrison Settlement or the Malone dismissal will be material to the financial position of the Company, and as of December 31, 2014, the Company believes its accruals are adequate to cover its contingencies relating to these matters. | |||||||||||||||||||
Environmental | |||||||||||||||||||
As a holder of real estate, the Company is subject to various environmental laws of federal and local governments. Compliance by the Company with existing laws has not had an adverse effect on the Company and management does not believe that it will have a material adverse impact in the future. However, the Company cannot predict the impact of new or changed laws or regulations. | |||||||||||||||||||
Other Litigation | |||||||||||||||||||
The Company is involved in various lawsuits and administrative actions in the normal course of business, as well as other litigations as noted above. | |||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 9. Income Taxes | ||||||||||||
The provision for income taxes on income from operations is comprised of the following for the years ended December 31, 2014, 2013, and 2012 (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current tax provision (benefit): | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State and city | (771 | ) | 67 | 268 | |||||||||
Foreign | 328 | 649 | 508 | ||||||||||
(443 | ) | 716 | 776 | ||||||||||
Deferred tax provision (benefit): | |||||||||||||
Federal | 7,100 | — | — | ||||||||||
State | (5,176 | ) | — | — | |||||||||
Foreign | — | — | — | ||||||||||
1,924 | — | — | |||||||||||
Total tax provision | $ | 1,481 | $ | 716 | $ | 776 | |||||||
Net deferred tax asset consists of the following (in thousands): | |||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Goodwill | $ | (23,448 | ) | $ | (21,049 | ) | |||||||
Basis differential in property and equipment | (7,642 | ) | (9,117 | ) | |||||||||
Basis differential in consolidated subsidiaries | (4,282 | ) | (2,447 | ) | |||||||||
Management contract amortization | (8,623 | ) | (10,934 | ) | |||||||||
Total deferred tax liability | (43,995 | ) | (43,547 | ) | |||||||||
Stock compensation | 36,429 | 32,370 | |||||||||||
Investment in unconsolidated subsidiaries | 18,663 | 19,677 | |||||||||||
Designer fee payable | 6,093 | 5,597 | |||||||||||
Other | 4,243 | 172 | |||||||||||
TLG Promissory Note valuation | — | 1,003 | |||||||||||
Convertible Notes | — | 2,687 | |||||||||||
Deferred gain on sale of hotel assets | 55,087 | 53,834 | |||||||||||
Net operating loss | 187,169 | 153,412 | |||||||||||
Valuation allowance | (186,485 | ) | (146,447 | ) | |||||||||
Total deferred tax asset | 121,199 | 122,305 | |||||||||||
Net deferred tax asset | $ | 77,204 | $ | 78,758 | |||||||||
The Company has federal, state and local net operating loss carryforwards (“NOL Carryforwards”). The Company’s federal NOL Carryforwards were approximately $391.0 million at December 31, 2014. These federal NOL Carryforwards are available to offset future federal taxable income, and will expire at various dates from 2029 through 2033. The Company has state and local NOL Carryforwards of approximately $499.2 million in aggregate at December 31, 2014. These state and local NOL Carryforwards are available to offset future taxable income in a number of states and localities and will expire at various dates from 2029 and 2033. | |||||||||||||
As of December 31, 2014, the Company also accumulated available foreign tax credits of $3.7 million, HIRE tax credit of $0.5 million and FICA tax credit of $1.5 million. These credits can be used to offset any federal taxes due in the future. | |||||||||||||
As of each reporting date, the Company performs an analysis on whether to increase or decrease its valuation allowance against deferred taxes by considering new evidence, both positive and negative, that could impact the Company’s view with regard to future realization of deferred tax assets. On the basis of this evaluation, the Company determined that sufficient positive evidence exists as of December 31, 2014, to conclude that future taxable income, including estimated gains on potential asset sales, will be generated to use a portion of the deferred tax assets. Additional valuation allowance has been recorded to reflect only the portion of the deferred tax assets that is more likely than not to be realized. The total reserve on the deferred tax assets for December 31, 2014 and 2013 was $186.4 million and $146.4 million, respectively. | |||||||||||||
A reconciliation of the statutory United States federal tax rate to the Company’s effective income tax rate is as follows: | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State and city taxes, net of federal tax benefit | 9 | % | 5 | % | 6 | % | |||||||
Valuation allowance | (48 | )% | (40 | )% | (40 | )% | |||||||
Foreign taxes | (1 | )% | (1 | )% | (1 | )% | |||||||
Other including non deductible items | 1 | % | — | (1 | )% | ||||||||
Effective tax rate | (3 | )% | (1 | )% | (1 | )% | |||||||
The Company has not identified any uncertain tax positions in accordance with ASC 740-10 (formerly FIN 48) and does not believe it will have any unrecognized tax positions over the next 12 months. Therefore, the Company has not accrued any interest or penalties associated with any unrecognized tax positions. The Company’s tax returns for the years 2013, 2012 and 2011 are subject to review by the Internal Revenue Service (“IRS”). The Company calculated its deferred tax asset true-up from the tax provision to the actual tax return filed with the IRS. The change in valuation allowance in the rate reconciliation table above includes net true-ups and changes to state tax rates. | |||||||||||||
Omnibus_Stock_Incentive_Plan
Omnibus Stock Incentive Plan | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Omnibus Stock Incentive Plan | 10. Omnibus Stock Incentive Plan | ||||||||||||||||
On February 9, 2006, the Board of Directors of the Company adopted the Morgans Hotel Group Co. 2006 Omnibus Stock Incentive Plan. Subsequently and on several occasions, the Company’s Board of Directors adopted, and stockholders approved, amendments to the Omnibus Stock Incentive Plan (the “Stock Plan”), to namely increase the number of shares reserved for issuance under the plan. As of December 31, 2014, the Stock Plan had 14,610,000 shares reserved for issuance. | |||||||||||||||||
The Stock Plan provides for the issuance of stock-based incentive awards, including incentive stock options, non-qualified stock options, stock appreciation rights, shares of common stock of the Company, including restricted stock units (“RSUs”) and other equity-based awards, including membership units in Morgans Group which are structured as profits interests (“LTIP Units”), or any combination of the foregoing. The eligible participants in the Stock Plan include directors, officers and employees of the Company. Awards other than options and stock appreciation rights reduce the shares available for grant by 1.7 shares for each share subject to such an award. | |||||||||||||||||
Total stock compensation expense, which is included in corporate expenses on the accompanying consolidated statements of comprehensive loss, was $3.4 million, $4.1 million, and $4.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||||||||||
As of December 31, 2014 and 2013, there were approximately $5.9 million and $3.3 million, respectively, of total unrecognized compensation costs related to unvested share awards. As of December 31, 2014, the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 1 year. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
On August 14, 2014, the Company issued an aggregate of 77,922 RSUs to the Company’s non-employee directors under the Stock Plan. These grants vest in full on May 14, 2015, provided that upon a non-employee director’s resignation from the Board of Directors, other than as a consequence of the director’s bad acts, the vesting of any RSUs will be on a pro rated basis as of the resignation date. The estimated fair value of each such RSU granted was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
On May 5, 2014, the Compensation Committee of the Board of Directors of the Company issued an aggregate of 127,867 RSUs to certain of the Company’s executive officers and senior management under the Stock Plan. The majority of these grants vest one-third of the amount granted on each of the first three anniversaries of the grant date so long as the recipient continues to be an eligible participant. The estimated fair value of each such RSU granted was based on the closing price of the Company’s common stock on the grant date. In addition, the Company has granted, or may grant, RSUs to certain executives, employees or non-employee directors as part of future annual equity grants or to newly hired or promoted employees from time to time. | |||||||||||||||||
Additionally, on May 28, 2014, the Compensation Committee of the Board of Directors of the Company issued an aggregate of 65,912 RSUs, which vested immediately, to Jonathan A. Langer, a member of the Company’s Board of Directors, pursuant to terms of a consulting agreement the Company and Mr. Langer entered into on February 9, 2014, as discussed further in note 12. The estimated fair value of the RSUs granted, which was $495,000, was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
Annually, in 2013 and 2012, the Compensation Committee of the Board of Directors of the Company issued RSUs to employees under the Stock Plan. All grants vest one-third of the amount granted on each of the first three anniversaries of the grant date so long as the recipient continues to be an eligible participant. The estimated fair value of each such RSU granted was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
Additionally, in 2012, the Company issued RSUs to the Company’s non-employee directors under the Stock Plan which vested immediately upon grant. The fair value of each such RSU granted was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
On August 30, 2013 (the “Separation Date”), the Company entered into a separation agreement with Michael Gross, the Company’s then Chief Executive Officer. In connection with the separation agreement, the Company (i) granted 58,334 RSUs to Mr. Gross, pursuant to the Second Amended 2007 Incentive Plan, which vested immediately on the Separation Date, (ii) granted 25,000 RSUs, which vested on the first anniversary of the Separation Date, or August 30, 2014, and (iii) accelerated the vesting of any unvested LTIP Units and stock options as of the Separation Date, with all stock options exercisable for a period of one year following the Separation Date, discussed further below. All other equity awards that remained unvested as of the Separation Date expired and were forfeited, including 291,242 RSUs that were granted to Mr. Gross on February 28, 2013. | |||||||||||||||||
In addition to the above grants of RSUs, the Company has granted, or may grant, RSUs to certain executives, employees or non-employee directors as part of future annual equity grants or to newly hired or promoted employees from time to time. A summary of the status of the Company’s nonvested RSUs granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | |||||||||||||||||
Nonvested Shares | RSUs | Weighted Average | |||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at January 1, 2013 | 425,235 | $ | 7.03 | ||||||||||||||
Granted | 1,061,862 | 5.07 | |||||||||||||||
Vested | (252,998 | ) | 7.42 | ||||||||||||||
Forfeited | (345,638 | ) | 5.02 | ||||||||||||||
Nonvested at December 31, 2013 | 888,461 | $ | 5.4 | ||||||||||||||
Granted | 276,937 | 7.87 | |||||||||||||||
Vested | (713,209 | ) | 5.74 | ||||||||||||||
Forfeited | (118,787 | ) | 5.35 | ||||||||||||||
Nonvested at December 31, 2014 | 333,402 | $ | 6.74 | ||||||||||||||
Outstanding at December 31, 2014 | 335,672 | $ | 6.76 | ||||||||||||||
For the years ended December 31, 2014, 2013, and 2012, the Company expensed $3.2 million, $2.5 million, and $1.9 million, respectively, related to granted RSUs. As of December 31, 2014, there were 335,672 RSUs outstanding. At December 31, 2014, the Company has yet to expense approximately $1.1 million related to nonvested RSUs which is expected to be recognized over the remaining vesting period of the outstanding awards, as discussed above. | |||||||||||||||||
LTIP Units | |||||||||||||||||
As part of annual grants from time to time, or as determined appropriate, the Compensation Committee of the Board of Directors of the Company has issued LTIP Units to executives and non-employee directors under the Stock Plan. The estimated fair value of each such LTIP Unit granted was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
On February 22, 2012 and in connection with the Executive Chairman’s employment agreement, the Compensation Committee of the Board of Directors of the Company issued 121,402 LTIP units to the Company’s Executive Chairman, which vested pro rata on a monthly basis over the 12 months beginning on April 20, 2012, so long as the recipient continued to be an eligible participant. The estimated fair value of each LTIP unit granted was based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||
In November 2012, Mr. Hamamoto, Executive Chairman of the Board, tendered his resignation from the Board of Directors and from his position as Executive Chairman, effective November 20, 2012. As such, all unvested LTIP Units issued to him were forfeited. | |||||||||||||||||
Pursuant to Mr. Gross’ separation agreement, discussed above, on the Separation Date, the Company accelerated the vesting of any unvested LTIP Units as of the Separation Date. | |||||||||||||||||
In addition to the above grants of LTIP Units, the Company has granted, or may grant, LTIP Units to certain executives or non-employee directors as part of future annual equity grants or to certain newly hired or promoted executives from time to time. A summary of the status of the Company’s nonvested LTIP Units granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | |||||||||||||||||
Nonvested Shares | LTIP Units | Weighted Average | |||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at January 1, 2013 | 164,555 | $ | 8.77 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (131,221 | ) | 8.69 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Nonvested at December 31, 2013 | 33,334 | $ | 9.09 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (33,334 | ) | 9.09 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Nonvested at December 31, 2014 | — | $ | — | ||||||||||||||
Outstanding at December 31, 2014 | 941,157 | $ | 15.24 | ||||||||||||||
For the years ended December 31, 2014, 2013, and 2012, the Company expensed $0.1 million, $0.8 million, and $1.4 million, respectively, related to granted LTIP Units. As of December 31, 2014, there were 941,157 LTIP Units outstanding. At December 31, 2014, the Company has no outstanding expense related to nonvested LTIP Units to be recognized. | |||||||||||||||||
Stock Options | |||||||||||||||||
In connection with Mr. Hamamoto’s resignation from the Board of Directors and from his position as Executive Chairman, effective November 20, 2012, his outstanding unvested stock options were forfeited. At his resignation, Mr. Hamamoto held a material amount of unvested stock options. As such, management applied an actual forfeiture rate to Mr. Hamamoto’s outstanding unvested stock option grants at the time of resignation. Due to the fact that only three named executive officers and Mr. Hamamoto held unvested stock, the Company believes this change in methodology is reasonable in order to appropriately state stock compensation expense for the outstanding unvested stock options held by three named executive officers subsequent to Mr. Hamamoto’s resignation. | |||||||||||||||||
Pursuant to Mr. Gross’ separation agreement, discussed above, on the Separation Date, the Company accelerated the vesting of any unvested stock options as of the Separation Date, with all stock options exercisable for a period of one year following the Separation Date. Mr. Gross’ stock options were forfeited on August 30, 2014. | |||||||||||||||||
In addition to the above grants of options to purchase common stock of the Company, the Company has granted, or may grant, options to purchase common stock to certain executives, employees or non-employee directors as part of future annual equity grants or to certain newly hired or promoted executives or employees from time to time. A summary of the Company’s outstanding and exercisable stock options granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | |||||||||||||||||
Options | Shares | Weighted Average | Weighted | Aggregate Intrinsic | |||||||||||||
Exercise Price | Average | Value | |||||||||||||||
Remaining | |||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | (in thousands) | ||||||||||||||||
Outstanding at January 1, 2013 | 1,924,740 | $ | 14.23 | 3.77 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited or Expired | (500,000 | ) | 6.78 | ||||||||||||||
Outstanding at December 31, 2013 | 1,424,740 | $ | 13.76 | 2.9 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited or Expired | (300,000 | ) | 8.87 | ||||||||||||||
Outstanding at December 31, 2014 | 1,124,740 | $ | 15.07 | 0.58 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 1,124,740 | $ | 15.07 | 0.58 | $ | — | |||||||||||
For the years ended December 31, 2014, 2013, and 2012, the Company expensed $0.2 million, $1.2 million, and $1.3 million, respectively, related to granted stock options. At December 31, 2014, the Company has no outstanding expense related to outstanding stock options to be recognized. | |||||||||||||||||
Outperformance Award Program | |||||||||||||||||
In March 2011, the Compensation Committee of the Board of Directors of the Company implemented an Outperformance Award Program, which was a long-term incentive plan intended to provide the Company’s senior management with the ability to earn cash or equity awards based on the Company’s level of return to stockholders over a three-year period, the Company issued a new series of outperformance long-term incentive units (the “OPP LTIP Units”). | |||||||||||||||||
Pursuant to the Outperformance Award Program, each of the senior managers then employed by the Company had the right to receive, an award (an “Award”), in each case reflecting the participant’s right to receive a participating percentage (the “Participating Percentage”) in an outperformance pool if the Company’s total return to stockholders (including stock price appreciation plus dividends) increased by more than 30% (representing a compounded annual growth rate of approximately 9% per annum) over a three-year period from March 20, 2011 to March 20, 2014, of a new series of outperformance long-term incentive units as described below, subject to vesting and the achievement of certain performance targets. | |||||||||||||||||
The total return to stockholders was calculated based on the average closing price of the Company’s common shares on the 30 trading days ending on the Final Valuation Date (as defined below). The baseline value of the Company’s common shares for purposes of determining the total return to stockholders was $8.87, the closing price of the Company’s common shares on March 18, 2011. | |||||||||||||||||
The Company determined, as of March 20, 2014, that the total outperformance pool had no value, as the valuation on that day did not exceed $11.53, therefore all existing Awards of OPP LTIP Units were forfeited. | |||||||||||||||||
As the Company had the ability to settle the vested OPP LTIP Units with cash, these Awards were not considered to be indexed to the Company’s stock price and were accounted for as liabilities at fair value prior to their forfeiture on March 20, 2014. | |||||||||||||||||
Preferred_Securities_and_Warra
Preferred Securities and Warrants | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Preferred Securities and Warrants | 11. Preferred Securities and Warrants | |
Preferred Securities and Warrants Held by Yucaipa Investors | ||
On October 15, 2009, the Company entered into a Securities Purchase Agreement with the Yucaipa Investors. Under the agreement, the Company issued and sold to the Yucaipa Investors (i) $75.0 million of preferred stock comprised of 75,000 shares of the Company’s Series A preferred securities, $1,000 liquidation preference per share, and (ii) warrants to purchase 12,500,000 shares of the Company’s common stock at an exercise price of $6.00 per share, or the Yucaipa Warrants, which are exercisable utilizing a cashless exercise method only, resulting in a net share issuance. | ||
The Series A preferred securities had an 8% dividend rate through October 15, 2014 and have a 10% dividend rate until October 15, 2016 and a 20% dividend rate thereafter. The Company has the option to accrue any and all dividend payments. The cumulative unpaid dividends have a dividend rate equal to the dividend rate on the Series A preferred securities. As of December 31, 2014, the Company had undeclared and unpaid dividends of approximately $43.3 million. The Company has the option to redeem any or all of the Series A preferred securities at par at any time. The Series A preferred securities have limited voting rights and only vote on the authorization to issue senior preferred securities, amendments to their certificate of designations and amendments to the Company’s charter that adversely affect the Series A preferred securities. | ||
For so long as the Yucaipa Investors own a majority of the outstanding Series A preferred securities, they also have consent rights, subject to certain exceptions and limitations, over transactions involving the acquisition of the Company by any third party, pursuant to which the Series A preferred securities are converted or otherwise reclassified into or exchanged for securities of another entity, and certain other transactions where a vote of the holders of the Series A preferred securities is required by law or the Company’s certificate of incorporation. | ||
As discussed in note 2, the Yucaipa Warrants to purchase 12,500,000 shares of the Company’s common stock at an exercise price of $6.00 per share have a 7-1/2 year term and are exercisable utilizing a cashless exercise method only, resulting in a net share issuance. In accordance with ASC 815-10-15, the Yucaipa Warrants are accounted for as equity instruments indexed to the Company’s stock. The Yucaipa Investors’ right to exercise the Yucaipa Warrants to purchase 12,500,000 shares of the Company’s common stock expires in April 2017. The exercise price and number of shares subject to the Yucaipa Warrants are both subject to anti-dilution adjustments. | ||
For so long as the Yucaipa Investors collectively own or have the right to purchase through exercise of the Yucaipa Warrants (assuming a cash rather than a cashless exercise) 875,000 shares of the Company’s common stock, the Company has agreed to use its reasonable best efforts to cause its Board of Directors to nominate and recommend to the Company’s stockholders the election of a person nominated by the Yucaipa Investors as a director of the Company and to use its reasonable best efforts to ensure that the Yucaipa Investors’ nominee is elected to the Company’s Board of Directors at each such meeting. If that nominee is not elected as a director at a meeting of stockholders, the Yucaipa Investors have certain Board of Director observer rights. Further, if the Company does not, within 30 days from the date of such meeting, create an additional seat on the Board of Directors and make available such seat to the nominee, the dividend rate on the Series A preferred securities increases by 4% during any time that a Yucaipa Investors’ nominee is not a member of the Company’s Board of Directors. From July 14, 2013 through May 14, 2014, the dividend rate was 12% as a result of the Yucaipa Investors’ nominee not being elected or appointed to the Company’s Board of Directors. | ||
On May 14, 2014, at the Company’s annual shareholder meeting, a Board of Directors nominee representing the Yucaipa Investors was elected as a director of the Company and the dividend rate on the Series A preferred securities returned to the stated rate of 8%. Accordingly, the current dividend rate on the Series A preferred securities is 10%. | ||
Under the terms of the Securities Purchase Agreement, the Yucaipa Investors have consent rights over certain transactions for so long as they collectively own or have the right to purchase, assuming cashless exercise of the Yucaipa Warrants, 6,250,000 shares of the Company’s common stock, including (subject to certain exceptions and limitations): | ||
· | the sale of substantially all of the Company’s assets to a third party; | |
· | the acquisition by the Company of a third party where the equity investment by the Company is $100.0 million or greater; | |
· | the acquisition of the Company by a third party; or | |
· | any change in the size of the Company’s Board of Directors to a number below 7 or above 9. | |
The Yucaipa Investors are subject to certain standstill arrangements as long as they beneficially own over 15% of the Company’s common stock. | ||
The Company calculated the fair value of the Series A preferred securities at its net present value by discounting dividend payments expected to be paid on the shares over a seven-year period using a 17.3% rate. The Company determined that the market discount rate of 17.3% was reasonable based on the Company’s best estimate of what similar securities would most likely yield when issued by entities comparable to the Company at that time. | ||
The initial carrying value of the Series A preferred securities was recorded at its net present value less costs to issue on the date of issuance. The carrying value will be periodically adjusted for accretion of the discount. As of December 31, 2014, the value of the preferred securities was $66.7 million, which includes cumulative accretion of $18.6 million. | ||
The Company calculated the estimated fair value of the Yucaipa Warrants using the Black-Scholes valuation model, as discussed in note 2. | ||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions |
The Company earned management fees, chain services reimbursements and fees for certain technical services and has receivables from hotels it owns through investments in unconsolidated joint ventures. These fees totaled approximately $4.6 million, $9.0 million, and $7.2 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |
As of December 31, 2014 and 2013, the Company had receivables from these affiliates of approximately $3.6 million and $3.7 million, respectively, which are included in related party receivables on the accompanying consolidated balance sheets. | |
On February 9, 2014, the Company entered into a Consulting Agreement with Jonathan A. Langer, a member of the Company’s Board of Directors. Under the terms of the Consulting Agreement, Mr. Langer provided services to the Company in connection with various strategic and financial opportunities through December 31, 2014. Pursuant to the Consulting Agreement, in consideration of Mr. Langer’s efforts in connection with the Hudson/Delano 2014 Mortgage Loan, including negotiating with the lenders and overseeing the transaction on the Company’s behalf, Mr. Langer was entitled to a payment of $495,000 (or 0.11% of the aggregate proceeds from the Hudson/Delano 2014 Mortgage Loan), payable in cash or stock, at the Company’s election. In May 2014, the Company issued stock to Mr. Langer as compensation for this fee, as discussed in note 10. Additionally, under the terms of the Consulting Agreement, Mr. Langer was also eligible to be compensated for the successful negotiation of a revised hotel management or new franchise agreement with one of the Company’s existing hotels in an amount equal to 2.0% of the projected management, incentive and franchise fees to be earned by the Company during the duration of the management or franchise agreement, plus certain other potential fees not to exceed $250,000. Mr. Langer’s Consulting Agreement expired on December 31, 2014 and no fees were earned related to the negotiation of a revised hotel management or new franchise agreement prior to expiration. | |
As of December 31, 2013, the TLG Promissory Notes due to Messrs. Sasson and Masi had aggregate fair values of approximately $18.0 million, as discussed in note 7, which was included in debt and capital lease obligations on the accompanying consolidated balance sheet. The TLG Promissory Notes were repaid and retired in December 2014. During the years ended December 31, 2014, 2013, and 2012, the Company recorded $1.5 million, $1.4 million, and $1.5 million, respectively, of interest expense related to the TLG Promissory Notes. |
Other_Expenses
Other Expenses | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Other Income And Expenses [Abstract] | |||||||||||||
Other Expenses | 13. Other Expenses | ||||||||||||
Restructuring and disposal costs | |||||||||||||
These expenses primarily relate to costs incurred related to the Company’s corporate restructuring initiatives, such as professional fees, litigation and settlement costs, executive terminations and severance costs related to such restructuring initiatives, including the plan of termination implemented in March 2014 (the “Termination Plan”) that resulted in a workforce reduction of the Company’s corporate office employees, Committee costs, proxy contests, and gains and losses on asset disposals as part of major renovation projects. Restructuring and disposal costs consist of the following (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Restructuring costs | $ | 5,572 | $ | 9,087 | $ | 3,993 | |||||||
Severance costs | 9,435 | 2,139 | 2,845 | ||||||||||
(Gain) loss on asset disposal | (476 | ) | 225 | 13 | |||||||||
$ | 14,531 | $ | 11,451 | $ | 6,851 | ||||||||
As a result of the Termination Plan, which constituted a plan of termination under ASC 420, Exit or Disposal Cost Obligations, the Company recorded a charge of approximately $7.1 million in the first quarter of 2014 related to the cost of one-time termination benefits which have been paid in cash, and are included in ‘Severance Costs’ for the year ended December 31, 2014 in the above table. | |||||||||||||
Development costs | |||||||||||||
These expenses primarily relate to transaction costs related to the acquisition or termination of projects, internal development payroll and other costs and pre-opening expenses incurred related to new concepts at existing hotel and the development of new hotels, and the write-off of abandoned development projects previously capitalized. Certain prior year amounts have been reclassified to conform to the current year presentation. Development costs consist of the following (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Transaction costs | $ | 3,447 | $ | 716 | $ | 1,675 | |||||||
Internal development payroll and other | 810 | 1,397 | 2,406 | ||||||||||
Pre-opening expenses | 452 | 874 | 1,702 | ||||||||||
$ | 4,709 | $ | 2,987 | $ | 5,783 | ||||||||
Other_NonOperating_Expenses
Other Non-Operating Expenses | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Other Income And Expenses [Abstract] | |||||||||||||
Other Non-Operating Expenses | 14. Other Non-Operating Expenses | ||||||||||||
Other non-operating expenses primarily relate to costs associated with discontinued operations and previously owned hotels, both consolidated and unconsolidated, changes in the fair value of debt and equity instruments, miscellaneous litigation and settlement costs and other expenses that relate to the financing and investing activities of the Company. Other non-operating expenses consist of the following (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Litigation and settlement costs | $ | 3,581 | $ | 2,379 | $ | 1,169 | |||||||
Unrealized loss on change in fair value of value of TLG | 5 | 65 | 2,420 | ||||||||||
Promissory Note (note 1) | |||||||||||||
Other | 149 | 282 | 319 | ||||||||||
$ | 3,735 | $ | 2,726 | $ | 3,908 | ||||||||
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Financial Information | 15. Quarterly Financial Information (Unaudited) | ||||||||||||||||
The tables below reflect the Company’s selected quarterly information for the Company for the years ended December 31, 2014 and 2013 (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Total revenues | $ | 62,383 | $ | 55,506 | $ | 61,448 | $ | 55,624 | |||||||||
Gain on asset sale | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||
Loss before income tax expense | (5,420 | ) | (9,973 | ) | (9,390 | ) | (23,779 | ) | |||||||||
Net loss attributable to common stockholders | (10,606 | ) | (13,737 | ) | (13,706 | ) | (28,502 | ) | |||||||||
Net loss per share — basic/diluted attributable to common | (0.31 | ) | (0.40 | ) | (0.40 | ) | (0.85 | ) | |||||||||
shareholders | |||||||||||||||||
Weighted-average shares outstanding — basic and diluted | 34,370 | 34,267 | 34,184 | 33,651 | |||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Total revenues | $ | 64,866 | $ | 58,262 | $ | 60,707 | $ | 52,651 | |||||||||
Gain on asset sale | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||
Loss before income tax expense | (5,924 | ) | (10,223 | ) | (15,954 | ) | (11,333 | ) | |||||||||
Net loss attributable to common stockholders | (10,742 | ) | (14,365 | ) | (19,034 | ) | (14,330 | ) | |||||||||
Net loss per share — basic/diluted attributable to common | (0.32 | ) | (0.44 | ) | (0.59 | ) | (0.44 | ) | |||||||||
shareholders | |||||||||||||||||
Weighted-average shares outstanding — basic and diluted | 33,555 | 32,693 | 32,464 | 32,348 | |||||||||||||
Deferred_Gain_on_Asset_Sales
Deferred Gain on Asset Sales | 12 Months Ended |
Dec. 31, 2014 | |
Revenue Recognition [Abstract] | |
Deferred Gain on Asset Sales | 16. Deferred Gain on Asset Sales |
In 2011, the Company sold Mondrian Los Angeles, Royalton, Morgans, and its 50% equity interest in the joint venture that owned Sanderson and St Martins Lane. The Company continues to operate all of these hotels under long-term management agreements. | |
In accordance with ASC 360-20, Property, Plant and Equipment, Real Estate Sales. the Company evaluated its accounting for the gain on sales of these assets, noting that the Company continues to have significant continuing involvement in the hotels as a result of long-term management agreements and shares in risks and rewards of ownership. Accordingly, the Company recorded deferred gains of approximately $152.4 million related to the sales of Royalton, Morgans, Mondrian Los Angeles, and the Company’s equity interests in Sanderson and St Martins Lane, which are deferred and recognized as a gain on asset sales over the initial term of the related management agreements. Gain on asset sales for the years ended December 31, 2014, 2013 and 2012 were $8.0 million, $8.0 million, and $8.0 million, respectively. |
Assets_Held_for_Sale
Assets Held for Sale | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | |||||||||||||
Assets Held For Sale | 17. Assets Held for Sale | ||||||||||||
In December 2014, the Company’s Board of Directors approved the TLG Equity Sale which included the sale of the Company’s ownership interests in TLG to Hakkasan, as discussed in note 1. | |||||||||||||
As discussed in note 2, the Company adopted ASU 2014-08 in 2014, and as a result, it evaluated the TLG Equity Sale under this new accounting literature. The Company concluded that TLG did not meet the requirements to be classified as a discontinued operation under ASU 2014-08. Therefore, the Company referred to ASC 360-10-45 and concluded that TLG should be classified as an asset held for sale. Therefore, the Company has reclassified the individual assets and liabilities of TLG to the appropriate asset and liability held for sale line items on its December 31, 2014 and 2013 balance sheets. The Company’s assets related to TLG include its investment in the TLG management contracts, which represent the value of the TLG management contracts, the goodwill associated with TLG, and some intangible assets. The Company’s liabilities related to TLG are payables which are incurred in the normal course of running the food and beverage management company. | |||||||||||||
The following sets forth TLGs operations for the three years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Management fees | $ | 8,881 | $ | 9,576 | $ | 9,977 | |||||||
Corporate expenses | (3,619 | ) | (1,767 | ) | (1,335 | ) | |||||||
Interest expense | (1,478 | ) | (1,438 | ) | (1,498 | ) | |||||||
Depreciation and amortization expense | (5,626 | ) | (5,850 | ) | (5,863 | ) | |||||||
Other non operating expenses | (5 | ) | (65 | ) | (2,420 | ) | |||||||
Net loss attributable to noncontrolling interest | (793 | ) | (992 | ) | (954 | ) | |||||||
Loss from TLG | $ | (2,640 | ) | $ | (536 | ) | $ | (2,093 | ) | ||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation | Basis of Presentation | ||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company consolidates all wholly-owned subsidiaries and variable interest entities in which the Company is determined to be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Entities which the Company does not control through voting interest and entities which are variable interest entities of which the Company is not the primary beneficiary, are accounted for under the equity method. | |||||||||
Use of Estimates | Use of Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||
Cash and cash equivalents include highly liquid investments with maturities of three months or less from the date of purchase. | |||||||||
Restricted Cash | Restricted Cash | ||||||||
As required by certain debt and lease agreements, restricted cash consists of cash held in escrow accounts for taxes, ground rent, insurance premiums, and debt service or lease payments. | |||||||||
The Hudson/Delano 2014 Mortgage Loan, defined and discussed below in note 7, provides that, in the event the debt yield ratio falls below certain defined thresholds, all cash flows from Hudson and Delano South Beach are deposited into accounts controlled by the lenders from which debt service and operating expenses, including management fees, are paid and from which other reserve accounts may be funded. Any excess amounts will be retained by the lenders until the debt yield ratio exceeds the required thresholds for two consecutive calendar quarters. As of December 31, 2014, the debt yield ratio exceeded the required threshold. | |||||||||
As further required by the debt and lease agreements related to hotels owned by the Company or one of its subsidiaries, the Company must set aside 4% of the hotels’ revenues in restricted escrow accounts for the future periodic replacement or refurbishment of furniture, fixtures and equipment. As replacements occur, the Company or its subsidiary is eligible for reimbursement from these escrow accounts. | |||||||||
As of December 31, 2014, restricted cash also consisted of cash held in escrow for insurance programs. | |||||||||
Accounts Receivable | Accounts Receivable | ||||||||
Accounts receivable are carried at their estimated recoverable amount, net of allowances. Management provides for the allowances based on a percentage of aged receivables and assesses accounts receivable on a periodic basis to determine if any additional amounts will potentially be uncollectible. After all attempts to collect accounts receivable are exhausted, the uncollectible balances are written off against the allowance. The allowance for doubtful accounts is immaterial for all periods presented. | |||||||||
Property and Equipment | Property and Equipment | ||||||||
Building and building improvements are depreciated on a straight-line method over their estimated useful life of 39.5 years. Furniture, fixtures and equipment are depreciated on a straight-line method using five years. Building and equipment under capital leases and leasehold improvements are amortized on a straight-line method over the shorter of the lease term or estimated useful life of the asset. | |||||||||
Costs of significant improvements, including real estate taxes, insurance, and interest during the construction periods are capitalized. There was no such capitalized real estate taxes, insurance and interest for the years ended December 31, 2014 and 2013. | |||||||||
Goodwill | Goodwill | ||||||||
Goodwill represents the excess purchase price over the fair value of net assets attributable to business acquisitions and combinations. The Company tests for impairment of goodwill at least annually at year end. The Company will test for impairment more frequently if events or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. In accordance with ASU No. 2011-08, management assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If this is the case, management will perform a more detailed two-step goodwill impairment test which is used to identify potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. In applying the detailed two-step process, management identifies potential impairments in goodwill by comparing the fair value of the reporting unit with its book value. If the fair value of the reporting unit exceeds the carrying amount, including goodwill, the asset is not impaired. Any excess of carrying value over the estimated fair value of goodwill would be recognized as an impairment loss in continuing operations. | |||||||||
The Company has one reportable operating segment, which is its reporting unit under ASC 350-20; therefore management aggregates goodwill associated to all owned hotels as well as the goodwill recorded in connection with the acquisition of TLG and the Company’s owned food and beverage venues when analyzing potential impairment. | |||||||||
As of December 31, 2014 and 2013, management concluded that no goodwill impairment existed as qualitative factors did not indicate that the fair value of the Company’s reporting unit was less than its carrying value. Further, management also performed a quantitative analysis comparing the Company’s carrying values to market values, as provided by third-party appraisals prepared in January 2014 and other market data available, and concluded that the fair value of the Company’s reporting unit was significantly greater than its carrying value. Management does not believe it is reasonably likely that goodwill will become impaired in future periods, but will test goodwill before the 2015 year end if events or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. | |||||||||
In connection with the TLG Equity Sale, the Company will write off the appropriate amount of goodwill associated with TLG during the first quarter of 2015. | |||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||||||||
In accordance with ASC 360-10, Property, Plant and Equipment (“ASC 360-10”) long-lived assets currently in use are reviewed periodically for possible impairment and will be written down to fair value if considered impaired. Long-lived assets to be disposed of are written down to the lower of cost or fair value less the estimated cost to sell. The Company reviews its portfolio of long-lived assets for impairment at least annually or when specific triggering events occur, as required by ASC 360-10. Recoverability of such assets is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset as determined by analyzing the operating forecasts for future periods. When events or changes of circumstances indicate that an asset’s carrying value may not be recoverable, the Company tests for impairment by estimating each property’s fair value using a discounted cash flow method taking into account each property’s expected cash flow from operations, holding period and net proceeds from the dispositions of the property. The factors the Company addresses in determining estimated net proceeds from disposition include anticipated operating cash flow in the year of disposition, terminal cash flow capitalization rate and selling price per room. For the years ended December 31, 2014 and 2013, management concluded that all long-lived assets were not impaired. | |||||||||
Assets Held for Sale | Assets Held for Sale | ||||||||
The Company considers properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or a group of properties for sale and the sale is probable. Upon designation as an asset held for sale, the Company records the carrying value of each property or group of properties at the lower of its carrying value, which includes allocable goodwill, or its estimated fair value, less estimated costs to sell, and the Company stops recording depreciation expense. Any gain realized in connection with the sale of the properties for which the Company has significant continuing involvement, such as through a long-term management agreement, is deferred and recognized over the initial term of the related management agreement. | |||||||||
As discussed below, the Company adopted Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Components of an Entity” in 2014, and as a result, it evaluates properties or assets to be held for sale under this new accounting literature. If, under the guidance of ASU 2014-08, a property or asset meets the requirements to be classified as a discontinued operation, the operations of the properties held for sale prior to the sale date are recorded in discontinued operations. Otherwise, management looks to ASC 360-10-45 for guidance on presentation of properties or assets presented as assets held for sale. | |||||||||
In December 2014, the Company’s Board of Directors approved the TLG Equity Sale, as discussed in note 1. For the year ended December 31, 2014, the Company has classified the assets and liabilities related to TLG as assets held for sale, as discussed further in note 17. The Company’s assets related to TLG include its investment in the TLG management contracts, which were amortized using the straight line method, over the life of each applicable management contract prior to the Company’s reclassification of these assets to held for sale, goodwill, and some intangible assets. The Company’s liabilities related to TLG are payables which are incurred in the normal course of running the food and beverage management company. The Company has also reclassified its December 31, 2013 consolidated balance sheet to present the assets and liabilities related to TLG as assets held for sale. | |||||||||
Business Combinations | Business Combinations | ||||||||
The Company recognizes identifiable assets acquired, liabilities (both specific and contingent) assumed, and non-controlling interests in a business combination at their fair values at the acquisition date based on the exit price (i.e. the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date). Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred. In certain situations, a deferred tax asset or liability is created due to the difference between the fair value and the tax basis of the acquired asset and assumed liabilities at the acquisition date, which also may result in a goodwill asset being recorded. | |||||||||
Investments in and Advances to Unconsolidated Joint Ventures | Investments in and Advances to Unconsolidated Joint Ventures | ||||||||
The Company accounts for its investments in unconsolidated joint ventures using the equity method as it does not exercise control over significant business decisions such as buying, selling or financing nor is it the primary beneficiary under ASC 810-10, as discussed above. Under the equity method, the Company increases its investment for its proportionate share of net income and contributions to the joint venture and decreases its investment balance by recording its proportionate share of net loss and distributions. Once the Company’s investment balance in an unconsolidated joint venture is zero, the Company suspends recording additional losses. For investments in which there is recourse or unfunded commitments to provide additional equity, distributions and losses in excess of the investment are recorded as a liability. As of December 31, 2014 and 2013, there were no liabilities required to be recorded related to these investments. | |||||||||
The Company periodically reviews its investments in unconsolidated joint ventures for other-than-temporary declines in market value. In this analysis of fair value, the Company uses a discounted cash flow analysis to estimate the fair value of its investment taking into account expected cash flow from operations, holding period and net proceeds from the dispositions of the property. Any decline that is not expected to be recovered is considered other-than-temporary and an impairment charge is recorded as a reduction in the carrying value of the investment. | |||||||||
In 2013 and 2012, based on various factors, but primarily current economic conditions and certain upcoming mortgage debt maturities, the Company recognized, through its equity in loss from unconsolidated joint ventures, impairment charges totaling $0.2 million and $1.6 million, respectively, related to its unconsolidated joint ventures in Ames, Mondrian SoHo and Mondrian South Beach. As a result of these impairments and the recording of the Company’s equity in loss at each respective joint venture, the Company’s investment in Mondrian SoHo and Mondrian South Beach is zero as of December 31, 2014. Effective April 26, 2013, the Company no longer had any ownership interest in Ames. | |||||||||
Other Assets | Other Assets | ||||||||
In October 2014, the Company funded an approximately $15.3 key money obligation related to Mondrian London, which is included in Other Assets and is being amortized over the term of the hotel management agreement. | |||||||||
In August 2012, the Company entered into a 10-year licensing agreement with MGM, with two five-year extensions at the Company’s option subject to performance thresholds, to convert THEhotel to Delano Las Vegas. Delano Las Vegas opened in September 2014. In addition, the Company acquired the leasehold interests in three food and beverage venues at Mandalay Bay in Las Vegas from an existing tenant for $15.0 million in cash at closing and a deferred, principal-only $10.6 million promissory note (“Restaurant Lease Note”) to be paid over seven years, which the Company recorded at fair value as of the date of issuance at $7.5 million, as discussed in note 7. The food and beverage venues, which have been reconcepted and renovated, were and continue to be managed by TLG. The three food and beverage venues are operated pursuant to 10-year operating leases with an MGM affiliate, pursuant to which the Company pays minimum annual lease payments and a percentage rent based on cash flow. The Company allocated the total consideration paid, or to be paid, to the license agreement and the restaurant leasehold asset based on their respective fair values. The Company amortizes the fair value of the license agreement, using the straight line method, over the 10-year life of the license agreement, and the fair value of the restaurant leasehold interests, using the straight line method, over the 10-year life of the operating leases. | |||||||||
Further, as of December 31, 2014, other assets primarily consist of deferred financing costs which are being amortized, using the straight line method, which approximates the effective interest rate method, over the terms of the related debt agreements. | |||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||
As we have international operations at hotels that we manage in London and hotels operated pursuant to franchise agreements in Turkey, currency exchange risks between the U.S. dollar and the British pound and U.S dollar and Turkish Lira arise as a normal part of our business. We reduce these risks by transacting these businesses primarily in their local currency. As a result, the translation of transactions with these hotels has resulted in foreign currency transaction gains and losses, which have been reflected in the results of operations based on exchange rates in effect at the date of the transactions. Such transactions do not have a material effect on the Company’s earnings. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company’s revenues are derived from lodging, food and beverage and related services provided to hotel customers such as telephone, minibar and rental income from tenants. Revenue is recognized when the amounts are earned and can reasonably be estimated. These revenues are recorded net of taxes collected from customers and remitted to government authorities and are recognized as the related services are delivered. Rental revenue is recorded on a straight-line basis over the term of the related lease agreement. | |||||||||
The Company recognizes base and incentive management fees and chain service expense reimbursements related to the management of operating hotels in which the Company does not have an ownership interest, or in operating hotels that are unconsolidated joint ventures. These amounts are recognized as revenue when earned in accordance with the applicable management agreement. Under its management agreements, the Company generally recognizes base management and chain service expense reimbursements as a percentage of gross revenue and incentive management fees as a percentage of net operating income or Net Capital or Refinancing Proceeds, as defined in the applicable management agreement. The chain service expense reimbursements represent reimbursements of costs incurred by the Company from its managed hotels. The Company recognizes termination fees as income when received. In 2013, the Company received and recorded income of $2.3 million of termination fees which was recorded in management fee-related parties other income on the consolidated statements of comprehensive loss. | |||||||||
Additionally, the Company recognizes license and franchise fees related to operating hotels that are subject to license or franchise agreements and managed by third parties. These fees are recognized as revenue when earned in accordance with the applicable agreement. Under its license and franchise agreements, the Company generally recognizes base license or franchise fees as a percentage of gross sales, and incentive management fees as a percentage of net profits, as calculated pursuant to the applicable management agreement. | |||||||||
Prior to completion of the TLG Equity Sale, the Company, through its ownership of TLG, also recognized management fees from the management of nightclubs, restaurants, pool lounges, and bar venues. These fees were recognized as revenue when earned in accordance with the applicable management agreement. Under its food and beverage management agreements, the Company generally recognizes base management fees as a percentage of gross sales, and incentive management fees as a percentage of net profits, as calculated pursuant to the applicable management agreement. | |||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||
The Company places its temporary cash investments in high credit financial institutions. However, a portion of temporary cash investments may exceed FDIC insured levels from time to time. The Company has never experienced any losses related to these balances. | |||||||||
Advertising and Promotion Costs | Advertising and Promotion Costs | ||||||||
Advertising and promotion costs are expensed as incurred and are included in hotel selling, general and administrative expenses on the accompanying consolidated statements of comprehensive loss. These costs amounted to approximately $0.8 million, $0.8 million, and $1.1 million, for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Repairs and Maintenance Costs | Repairs and Maintenance Costs | ||||||||
Repairs and maintenance costs are expensed as incurred and are included in hotel selling, general and administrative expenses on the accompanying consolidated statements of comprehensive loss. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax and financial reporting basis of assets and liabilities and for loss and credit carry forwards. Valuation allowances are provided when it is more likely than not that the recovery of deferred tax assets will not be realized. | |||||||||
The Company’s deferred tax assets are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. Decreases to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes. The realization of the Company’s deferred tax assets, net of the valuation allowance, is primarily dependent on estimated future taxable income. A change in the Company’s estimate of future taxable income may require an addition to or reduction from the valuation allowance. The Company has established a reserve on its deferred tax assets based on anticipated future taxable income and tax strategies which may include the sale of property or an interest therein. | |||||||||
All of the Company’s foreign subsidiaries are subject to local jurisdiction corporate income taxes. Income tax expense is reported at the applicable rate for the periods presented. | |||||||||
Income taxes for the years ended December 31, 2014, 2013, and 2012, were computed using the Company’s effective tax rate. | |||||||||
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities | ||||||||
As of December 31, 2014 and 2013, the Company had cash flow hedges in the form of interest rate caps whose estimated fair market values were immaterial. In accordance with ASC 815-10, Derivatives and Hedging (“ASC 815-10”) the Company records all derivatives on the balance sheet at fair value and provides qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. | |||||||||
Credit-risk-related Contingent Features | Credit-risk-related Contingent Features | ||||||||
The Company has entered into warrant agreements with Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P., (collectively, the “Yucaipa Investors”), as discussed in note 11, to purchase a total of 12,500,000 shares of the Company’s common stock at an exercise price of $6.00 per share (the “Yucaipa Warrants”). In addition, subject to the terms of the Securities Purchase Agreement, the Yucaipa Investors have certain consent rights over certain transactions for so long as they collectively own or have the right to purchase through exercise of the Yucaipa Warrants 6,250,000 shares of the Company’s common stock. The Yucaipa Warrants are exercisable utilizing a cashless exercise method only, resulting in a net share issuance. | |||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||
ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820-10 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. | |||||||||
ASC 820-10 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820-10 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). | |||||||||
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s 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. | |||||||||
Currently, the Company uses interest rate caps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820-10, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2014 and 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. Accordingly, all derivatives have been classified as Level 2 fair value measurements. As of December 31, 2014, the Company had three interest rate caps outstanding and the fair value of these interest rate caps was less than $0.1 million. | |||||||||
In connection with The Light Group Transaction, the Company provided Messrs. Sasson and Masi with the Sasson-Masi Put Options, which were exercised in January 2015, as discussed further in note 1. Due to the redemption feature associated with the Sasson-Masi Put Options, the Company classified the noncontrolling interest in temporary equity. Subsequently, the Company accreted the redeemable noncontrolling interest to its current redemption value, which approximates fair value, each period. The Company has determined that the majority of the inputs used to value the Sasson-Masi Put Options fall within Level 3 of the fair value hierarchy. Accordingly, the Sasson-Masi Put Options were classified as Level 3 fair value measurements. | |||||||||
In connection with the three restaurant leases in Las Vegas, the Company issued the Restaurant Lease Note to be paid over seven years. The Restaurant Lease Note does not bear interest except in the event of default, as defined by the agreement. In accordance with ASC 470, Debt, the Company imputed interest on the Restaurant Lease Note, which is recorded at fair value on the accompanying consolidated balance sheets. On the date of grant, the Company determined the fair value of the Restaurant Lease Note to be $7.5 million imputing an interest rate of 10%. The Company has determined that the majority of the inputs used to value the Restaurant Lease Note fall within Level 2 of the fair value hierarchy, which accordingly has been classified as Level 2 fair value measurements. | |||||||||
During the year ended December 31, 2013, the Company recognized non-cash impairment charges related to the Company’s receivables due from and other assets related to Mondrian SoHo and Delano Marrakech, which was recorded as an impairment loss on receivables and other assets from unconsolidated joint venture and managed hotel. Also during the years ended December 31, 2013 and 2012, the Company recognized non-cash impairment charges related to the Company’s investments in unconsolidated joint ventures, through equity in loss from unconsolidated joint ventures. The Company’s estimated fair value relating to these impairment assessments was based primarily upon Level 3 measurements, including a discounted cash flow analysis to estimate the fair value of the assets taking into account the assets expected cash flow, holding period and estimated proceeds from the disposition of assets, as well as market and economic conditions. | |||||||||
The following table presents charges recorded as a result of applying Level 3 non-recurring measurements included in net loss for the years ended December 31, 2013 and 2012 (in thousands): | |||||||||
2013 | 2012 | ||||||||
Investment in Mondrian SoHo | $ | — | $ | 1,027 | |||||
Investment in Ames | 151 | 564 | |||||||
Receivables and other assets from managed hotel and | 6,029 | — | |||||||
unconsolidated joint venture | |||||||||
Total Level 3 measurement expenses included in net loss | $ | 6,180 | $ | 1,591 | |||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||
Disclosures about fair value of financial instruments are based on pertinent information available to management as of the valuation date. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold, or settled. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. | |||||||||
The Company’s financial instruments include cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, and fixed and variable rate debt. Management believes the carrying amount of the aforementioned financial instruments, excluding fixed-rate debt, is a reasonable estimate of fair value as of December 31, 2014 and 2013 due to the short-term maturity of these items or variable market interest rates. | |||||||||
The fair market value of the Company’s $55.8 million of fixed rate debt, which includes the Company’s trust preferred securities and Restaurant Lease Note, discussed above, and excludes capital leases, as of December 31, 2014 was approximately $64.4 million, using market rates. The fair market value of the Company’s $247.1 million of fixed rate debt, which includes the Company’s trust preferred securities, the then outstanding TLG Promissory Notes at fair value, and Restaurant Lease Note, and then outstanding 2.375% Senior Subordinated Convertible Notes (the “Convertible Notes”) at face value, as discussed in note 7, as of December 31, 2013 was approximately $217.7 million, using market rates. | |||||||||
Although the Company has determined that the majority of the inputs used to value its fixed rate debt fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its fixed rate debt utilize Level 3 inputs, such as estimates of current credit spreads. However, as of December 31, 2014 and 2013, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its fixed rate debt and determined that the credit valuation adjustments are not significant to the overall valuation of its fixed rate debt. Accordingly, all derivatives have been classified as Level 2 fair value measurements. | |||||||||
Stock-based Compensation | Stock-based Compensation | ||||||||
The Company accounts for stock based employee compensation using the fair value method of accounting described in ASC 718-10. For share grants, total compensation expense is based on the price of the Company’s stock at the grant date. For option grants, the total compensation expense is based on the estimated fair value using the Black-Scholes option-pricing model. For awards under the Company’s Outperformance Award Program, discussed in note 10, long-term incentive awards, the total compensation expense was based on the estimated fair value using the Monte Carlo pricing model. Compensation expense is recorded ratably over the vesting period. | |||||||||
Income (Loss) Per Share | Income (Loss) Per Share | ||||||||
Basic net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less any dividends on unvested restricted common stock, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) available to common stockholders, less dividends on unvested restricted common stock, by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities, such as unvested shares of restricted common stock and warrants. | |||||||||
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest | ||||||||
Due to the redemption feature associated with the Sasson-Masi Put Options, the Company initially classified the noncontrolling interest in temporary equity in accordance with the Securities and Exchange Commission’s guidance as codified in ASC 480-10, Distinguishing Liabilities from Equity. Subsequently, the Company accreted the redeemable noncontrolling interest to its current redemption value, which approximates fair value, each period. The change in the redemption value does not impact the Company’s earnings or earnings per share. The Sasson-Masi Put Options were exercised on January 15, 2015, as discussed further in note 1. | |||||||||
Noncontrolling Interest | Noncontrolling Interest | ||||||||
The Company follows ASC 810-10, when accounting and reporting for noncontrolling interests in a consolidated subsidiary and the deconsolidation of a subsidiary. Under ASC 810-10, the Company reports noncontrolling interests in subsidiaries as a separate component of stockholders’ equity (deficit) in the consolidated financial statements and reflects net income (loss) attributable to the noncontrolling interests and net income (loss) attributable to the common stockholders on the face of the consolidated statements of comprehensive loss. | |||||||||
The membership units in Morgans Group, the Company’s operating company, owned by the Former Parent are presented as a noncontrolling interest in Morgans Group in the consolidated balance sheets and were approximately $0.4 million and $0.5 million as of December 31, 2014 and 2013, respectively. The noncontrolling interest in Morgans Group is: (i) increased or decreased by the holders of membership interests’ pro rata share of Morgans Group’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by exchanges of membership units for the Company’s common stock; and (iv) adjusted to equal the net equity of Morgans Group multiplied by the holders of membership interests’ ownership percentage immediately after each issuance of units of Morgans Group and/or shares of the Company’s common stock and after each purchase of treasury stock through an adjustment to additional paid-in capital. Net income or net loss allocated to the noncontrolling interest in Morgans Group is based on the weighted-average percentage ownership throughout the period. As of December 31, 2014, there were 75,446 membership units outstanding, each of which is exchangeable for a share of the Company’s common stock. | |||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”), “Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Components of an Entity.” ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has, or will have, a major effect on an entity’s operations and financial results, the operations and cash flows of the component have been, or will be, eliminated from the ongoing operations of the entity as a result of the disposal transaction and the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. ASU 2014-08 shall be applied prospectively for periods beginning on or after December 15, 2014, with early adoption permitted. The Company adopted ASU 2014-08 in early 2014 and as a result of this adoption, no changes were made to the accompanying consolidated financial statements. The Company applied ASU 2014-08 to its assessment of the appropriate financial statement presentation in connection with the TLG Equity Sale and concluded that TLG did not meet the definition of a discontinued operation. Therefore, the Company has presented the assets and liabilities of TLG as held for sale on its consolidated balance sheets. | |||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue from Contracts with Customers,” which supersedes all existing revenue recognition guidance as well as most industry-specific guidance, and significantly enhances comparability of revenue recognition practices across entities and industries by providing a principles-based, comprehensive framework for addressing revenue recognition issues. Under ASU 2014-09, the reporting entity must recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to those good and services. ASU 2014-09 defines a five step process to achieve this principle and it also specifies the accounting for some costs to obtain or fulfill a contract with a customer and provides enhanced disclosure requirements. ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods therein, which for the Company will be its 2017 first quarter. The Company is permitted to use the retrospective or modified retrospective method when adopting ASU No. 2014-09. The Company is currently evaluating the impact of the adoption of ASU 2014-09 will have on its consolidated financial statements. | |||||||||
In June 2014, the FASB issued Accounting Standards Update No. 2014-12 (“ASU 2014-12”), “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target included in a share-based payment award that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and therefore, such performance condition should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 will be effective for financial statements issued for the first interim period within annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is currently evaluating the impact that ASU 2014-12 will have on its consolidated financial statements. | |||||||||
In November 2014, the FASB issued Accounting Standards Update No. 2014-16 (“ASU 2014-16”), “Derivatives and Hedging - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity.” ASU 2014-16 applies to any entity that is an issuer of, or invests in, hybrid financial instruments that are issued in the form of a share. The amendments in ASU 2014-16 clarify that an entity must take into account all relevant terms and features when reviewing the nature of the host contract. Additionally, the amendments state that no one term or feature would define the host contract’s economic characteristics and risks. Instead, the economic characteristics and risks of the hybrid financial instrument as a whole would determine the nature of the host contract. ASU 2014-16 will be effective for public business entities for fiscal years, and interim periods within, starting after December 15, 2015. The Company is currently evaluating the impact that ASU 2014-12 will have on its consolidated financial statements. | |||||||||
In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (“ASU 2015-02”), “Consolidation – Amendments to the Consolidation Analysis.” ASU 2015-02 applies to reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Additionally, the amendments eliminate the presumption that a general partner should consolidate a limited partnership. The amendments in ASU 2015-02 affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 will be effective for public business entities for fiscal years, and interim periods within, beginning after December 15, 2015. The Company is currently evaluating the impact that ASU 2015-02 will have on its consolidated financial statements. | |||||||||
Reclassifications | Reclassifications | ||||||||
Certain prior year financial statement amounts have been reclassified to conform to the current year presentation, including the presentation of TLG as an asset held for sale, discussed in note 1. |
Organization_and_Formation_Tra1
Organization and Formation Transaction (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||
Hotels | The Company’s hotels as of December 31, 2014 were as follows: | ||||||||||
Hotel Name | Location | Number of | Ownership | ||||||||
Rooms | |||||||||||
Hudson | New York, NY | 878 | (1 | ) | |||||||
Morgans | New York, NY | 117 | (2 | ) | |||||||
Royalton | New York, NY | 168 | (2 | ) | |||||||
Mondrian SoHo | New York, NY | 263 | (3 | ) | |||||||
Delano South Beach | Miami Beach, FL | 194 | (4 | ) | |||||||
Mondrian South Beach | Miami Beach, FL | 222 | (5 | ) | |||||||
Shore Club | Miami Beach, FL | 308 | (6 | ) | |||||||
Mondrian Los Angeles | Los Angeles, CA | 236 | (2 | ) | |||||||
Clift | San Francisco, CA | 372 | (7 | ) | |||||||
Sanderson | London, England | 150 | (2 | ) | |||||||
St Martins Lane | London, England | 204 | (2 | ) | |||||||
Mondrian London at Sea Containers | London, England | 359 | (2 | ) | |||||||
Delano Las Vegas | Las Vegas, Nevada | 1,117 | (8 | ) | |||||||
10 Karaköy | Istanbul, Turkey | 71 | (9 | ) | |||||||
-1 | The Company owns 100% of Hudson through its subsidiary, Henry Hudson Holdings LLC, which is part of a property that is structured as a condominium, in which Hudson constitutes 96% of the square footage of the entire building. As of December 31, 2014, Hudson had 878 guest rooms and 60 single room dwelling units (“SROs”). | ||||||||||
-2 | Operated under a management contract. | ||||||||||
-3 | Operated under a management contract and owned through an unconsolidated joint venture in which the Company held a minority ownership interest of approximately 20% at December 31, 2014. Effective March 6, 2015, the Company no longer holds any equity interest in Mondrian SoHo. See note 5. | ||||||||||
-4 | Wholly-owned hotel. | ||||||||||
-5 | Operated as a condominium hotel under a management contract and owned through a 50/50 unconsolidated joint venture. As of December 31, 2014, 263 hotel residences had been sold, of which 150 are in the hotel rental pool and are included in the hotel room count, and 72 hotel residences remain to be sold. See note 5. | ||||||||||
-6 | Operated under a management contract. Until December 30, 2013, the Company held a minority ownership interest of approximately 7% and accounted for the hotel as an unconsolidated joint venture. As of December 31, 2014, the Company had an immaterial contingent profit participation equity interest in Shore Club. See note 5. | ||||||||||
-7 | The hotel is operated under a long-term lease which is accounted for as a financing. See note 7. | ||||||||||
-8 | A licensed hotel managed by MGM. | ||||||||||
-9 | A franchised hotel. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Impairment Charges Recorded as a Result of Applying Level 3 Non-Recurring Measurements Included in Net Loss | The following table presents charges recorded as a result of applying Level 3 non-recurring measurements included in net loss for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||
2013 | 2012 | ||||||||
Investment in Mondrian SoHo | $ | — | $ | 1,027 | |||||
Investment in Ames | 151 | 564 | |||||||
Receivables and other assets from managed hotel and | 6,029 | — | |||||||
unconsolidated joint venture | |||||||||
Total Level 3 measurement expenses included in net loss | $ | 6,180 | $ | 1,591 | |||||
Income_Loss_Per_Share_Tables
Income (Loss) Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Components of Basic and Diluted Loss Per Share Calculations | The table below details the components of the basic and diluted loss per share calculations (in thousands, except for per share data). The Company has not had any undistributed earnings in any calendar quarter presented. Therefore, the Company does not present earnings per share following the two-class method. | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Numerator: | |||||||||||||
Net loss | $ | (50,043 | ) | $ | (44,150 | ) | $ | (56,491 | ) | ||||
Net (income) loss attributable to noncontrolling | (681 | ) | (5 | ) | 804 | ||||||||
interest | |||||||||||||
Net loss attributable to Morgans Hotel Group Co. | (50,724 | ) | (44,155 | ) | (55,687 | ) | |||||||
Less: preferred stock dividends and accretion | 15,827 | 14,316 | 11,124 | ||||||||||
Net loss attributable to common stockholders | $ | (66,551 | ) | $ | (58,471 | ) | $ | (66,811 | ) | ||||
Denominator: | |||||||||||||
Weighted average basic common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||||
Effect of dilutive securities | — | — | — | ||||||||||
Weighted average diluted common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||||
Basic and diluted loss available to common | $ | (1.95 | ) | $ | (1.78 | ) | $ | (2.13 | ) | ||||
stockholders per common share | |||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment consist of the following (in thousands): | ||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 45,194 | $ | 45,194 | |||||
Building | 332,337 | 330,316 | |||||||
Furniture, fixtures and equipment | 99,291 | 107,475 | |||||||
Construction in progress | 275 | 308 | |||||||
Subtotal | 477,097 | 483,293 | |||||||
Less accumulated depreciation | (199,272 | ) | (190,797 | ) | |||||
Property and equipment, net | $ | 277,825 | $ | 292,496 | |||||
Investments_in_and_Advances_to1
Investments in and Advances to Unconsolidated Joint Ventures (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments in and Advances to Unconsolidated Joint Ventures and Equity Losses | The Company’s investments in and advances to unconsolidated joint ventures and its equity in losses of unconsolidated joint ventures are summarized as follows (in thousands): | ||||||||||||
Investments | |||||||||||||
Entity | As of | As of | |||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Mondrian Istanbul | $ | 10,392 | $ | 10,392 | |||||||||
Other | 100 | 100 | |||||||||||
Total investments in and advances to unconsolidated joint | $ | 10,492 | $ | 10,492 | |||||||||
ventures | |||||||||||||
Equity in Income (Losses) from Unconsolidated Joint Ventures | Equity in income (losses) from unconsolidated joint ventures | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Mondrian South Beach | $ | — | $ | — | $ | (4,016 | ) | ||||||
Mondrian SoHo | — | — | (1,027 | ) | |||||||||
Mondrian South Beach food and beverage – MC South | — | (629 | ) | (836 | ) | ||||||||
Beach | |||||||||||||
Ames | — | (151 | ) | (564 | ) | ||||||||
Other | 9 | (48 | ) | 7 | |||||||||
Total | $ | 9 | $ | (828 | ) | $ | (6,436 | ) | |||||
Mondrian South Beach | |||||||||||||
Summary of Balance Sheet Information | Summarized balance sheet information of Mondrian South Beach is as follows (in thousands): | ||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Real estate, net | $ | 46,343 | $ | 60,323 | |||||||||
Other assets | 13,908 | 10,285 | |||||||||||
Total assets | $ | 60,251 | $ | 70,608 | |||||||||
Other liabilities | 26,674 | 20,233 | |||||||||||
Debt | 79,062 | 89,015 | |||||||||||
Total deficit | (45,485 | ) | (38,640 | ) | |||||||||
Total liabilities and deficit | $ | 60,251 | $ | 70,608 | |||||||||
Company’s share of deficit | (20,950 | ) | (17,686 | ) | |||||||||
Advance to joint venture in the form of mezzanine financing | 14,000 | 14,000 | |||||||||||
Capitalized costs/reimbursements | (310 | ) | (310 | ) | |||||||||
Loss in excess of investment balance not recorded by the | 6,950 | 3,686 | |||||||||||
Company | |||||||||||||
Company’s investment balance | $ | — | $ | — | |||||||||
Summary of Consolidated Income Statement | Summarized income statement information of Mondrian South Beach is as follows (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating revenues | $ | 36,528 | $ | 37,046 | $ | 44,224 | |||||||
Operating expenses | 38,819 | 38,915 | 49,924 | ||||||||||
Depreciation | 860 | 898 | 821 | ||||||||||
Operating loss | (3,151 | ) | (2,767 | ) | (6,521 | ) | |||||||
Interest expense | 2,756 | 2,087 | 946 | ||||||||||
Impairment loss | — | 1,500 | 3,355 | ||||||||||
Net loss | (5,907 | ) | (6,354 | ) | (10,822 | ) | |||||||
Amount recorded in equity in loss | $ | — | $ | — | $ | (4,016 | ) | ||||||
Mondrian SoHo | |||||||||||||
Summary of Balance Sheet Information | Summarized balance sheet information of Mondrian SoHo, excluding the default interest as discussed above, which was eliminated as an obligation of the joint venture upon completion of the foreclosure sale on March 6, 2015, is as follows (in thousands): | ||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Real estate, net | $ | 155,204 | $ | 160,596 | |||||||||
Other assets | 9,181 | 6,146 | |||||||||||
Total assets | $ | 164,385 | $ | 166,742 | |||||||||
Other liabilities | 41,319 | 35,516 | |||||||||||
Debt | 196,017 | 196,017 | |||||||||||
Preferred loans from members and vendor loans | 37,725 | 37,263 | |||||||||||
Total deficit | (110,676 | ) | (102,054 | ) | |||||||||
Total liabilities and deficit | $ | 164,385 | $ | 166,742 | |||||||||
Company’s share of deficit | (22,135 | ) | (20,410 | ) | |||||||||
Advance to joint venture in the form of preferred loans | 11,876 | 11,876 | |||||||||||
Loss in excess of investment balance not recorded by | 10,259 | 8,534 | |||||||||||
Company | |||||||||||||
Company’s investment balance | $ | — | $ | — | |||||||||
Summary of Consolidated Income Statement | Summarized income statement information of Mondrian SoHo is as follows (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Operating revenues | $ | 41,499 | $ | 41,325 | $ | 34,759 | |||||||
Operating expenses | 28,314 | 29,424 | 26,324 | ||||||||||
Depreciation | 5,668 | 5,663 | 5,599 | ||||||||||
Operating income | 7,517 | 6,238 | 2,836 | ||||||||||
Interest expense | 16,139 | 13,109 | 20,616 | ||||||||||
Net loss | (8,622 | ) | (6,871 | ) | (17,780 | ) | |||||||
Amount recorded in equity in loss | $ | — | $ | — | $ | (1,027 | ) | ||||||
Ames | |||||||||||||
Summary of Consolidated Income Statement | The Company had no ownership interest in Ames as of December 31, 2014 or 2013. Summarized income statement information of Ames is as follows (in thousands). Information presented in 2013 is from January 1, 2013 through April 26, 2013, the date the Company no longer had an ownership interest in Ames: | ||||||||||||
January 1, | Year Ended | ||||||||||||
2013 to April | December 31, | ||||||||||||
26, 2013 | 2012 | ||||||||||||
Operating revenues | $ | 2,587 | $ | 10,277 | |||||||||
Operating expenses | 4,986 | 10,284 | |||||||||||
Depreciation | 532 | 1,690 | |||||||||||
Operating loss | (2,931 | ) | (1,697 | ) | |||||||||
Interest expense | 1,035 | 1,782 | |||||||||||
Gain on sale of tax credits | (683 | ) | (2,048 | ) | |||||||||
Net loss | (3,283 | ) | (1,431 | ) | |||||||||
Amount recorded in equity in loss | $ | (151 | ) | $ | (564 | ) | |||||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | Other liabilities consist of the following (in thousands): | ||||||||
As of | As of | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Designer fee claim | $ | 13,866 | $ | 13,866 | |||||
OPP LTIP Units Liability (note 10) | — | 25 | |||||||
$ | 13,866 | $ | 13,891 | ||||||
Debt_and_Capital_Lease_Obligat1
Debt and Capital Lease Obligations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt and Capital Lease Obligations | Debt and capital lease obligations consists of the following (in thousands): | ||||||||||||
Description | As of | As of | Interest rate at | ||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2014 | |||||||||||
Hudson/Delano Mortgage (a) | $ | 450,000 | $ | — | 5.82% (LIBOR + 5.65%) | ||||||||
Notes secured by Hudson (a) | — | 180,000 | |||||||||||
Clift debt (b) | 93,829 | 91,486 | 9.60% | ||||||||||
Liability to subsidiary trust (c) | 50,100 | 50,100 | 8.68% | ||||||||||
Convertible Notes (d) | — | 170,698 | 2.38% | ||||||||||
Restaurant Lease Note (e) | 5,709 | 6,551 | (e) | ||||||||||
Capital lease obligations (f) | 6,105 | 6,105 | (f) | ||||||||||
Revolving credit facility (g) | — | 37,000 | |||||||||||
Debt and capital lease obligation | $ | 605,743 | $ | 541,940 | |||||||||
Debt of asset held for sale (h) | $ | — | $ | 18,811 | (h) | ||||||||
Schedule of Principal Payments on Notes Payable (Including Capital Lease Obligations) | The following is a schedule, by year, of principal payments on notes payable (including capital lease obligations) as of December 31, 2014 (in thousands): | ||||||||||||
Capital Lease | Amount | Principal Payments | |||||||||||
Obligations and | Representing | on Capital Lease | |||||||||||
Debt Payable | Interest on | Obligations and | |||||||||||
Capital Lease | Debt Payable | ||||||||||||
Obligations | |||||||||||||
2015 | $ | 488 | $ | 488 | $ | — | |||||||
2016 | 450,488 | 488 | 450,000 | ||||||||||
2017 | 488 | 488 | — | ||||||||||
2018 | 488 | 488 | — | ||||||||||
2019 | 6,196 | 488 | 5,708 | ||||||||||
Thereafter | 182,984 | 32,949 | 150,035 | ||||||||||
$ | 641,132 | $ | 35,389 | $ | 605,743 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||
Hotel Commitments and Guarantees | The following table details, as of December 31, 2014, the Company’s key money, equity investment and debt financing commitments for hotels under development as well as potential funding obligations under cash flow guarantees at operating hotels and hotels under development at the maximum amount under the applicable contracts, but excluding contracts where the maximum amount cannot be determined (in thousands): | ||||||||||||||||||
As of | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 (1) | |||||||||||||||||||
Key money, equity investment and debt financing | $ | 250 | |||||||||||||||||
commitments (2) | |||||||||||||||||||
Cash flow guarantees | 5,000 | ||||||||||||||||||
Cash flow guarantees in dispute (3) | 8,000 | ||||||||||||||||||
Total maximum future funding commitments | $ | 13,250 | |||||||||||||||||
Amounts due within one year | $ | 250 | |||||||||||||||||
-1 | The currency translation is based on an exchange rate of the applicable local currency to U.S. dollar using the exchange rate as of the end of the applicable reporting period. | ||||||||||||||||||
-2 | Amount reflects key money commitments. The Company had no equity or debt financing commitments at December 31, 2014. | ||||||||||||||||||
-3 | Reflects an $8.0 million performance cash flow guarantee related to Delano Marrakech, which the Company believes it is not obligated to fund due to the owner’s defaults under the management agreement terms. The Company has terminated its management agreement effective November 12, 2013, discussed further below. | ||||||||||||||||||
License or Franchise Agreements for New Hotels Which are in Development Stage | The Company has signed management, license or franchise agreements for new hotels which are in various stages of development. As of December 31, 2014, these included the following: | ||||||||||||||||||
Expected | Anticipated | Initial | |||||||||||||||||
Room | Opening | Term | |||||||||||||||||
Count | |||||||||||||||||||
Hotels Currently Under Construction or Renovation: | |||||||||||||||||||
Mondrian Doha | 270 | 2015 | 30 years | ||||||||||||||||
Other Signed Agreements: | |||||||||||||||||||
Mondrian Istanbul | 114 | 20 years | |||||||||||||||||
Delano Aegean Sea | 150 | 20 years | |||||||||||||||||
Delano Cartagena | 211 | 20 years | |||||||||||||||||
Future Minimum Lease Payments for Noncancelable Leases | Future minimum lease payments related to these operating leases in effect as of December 31, 2014 are as follows (in thousands): | ||||||||||||||||||
Land | Other | ||||||||||||||||||
2015 | $ | 266 | $ | 2,374 | |||||||||||||||
2016 | 266 | 2,404 | |||||||||||||||||
2017 | 266 | 2,435 | |||||||||||||||||
2018 | 266 | 2,282 | |||||||||||||||||
2019 | 266 | 1,393 | |||||||||||||||||
Thereafter | 20,503 | 998 | |||||||||||||||||
Total | $ | 21,833 | $ | 11,886 | |||||||||||||||
Participation in Union Pension Fund | The Company’s participation in these plans is outlined in the table below (in thousands): | ||||||||||||||||||
EIN/ Pension Plan | Pension Protection | Contributions | |||||||||||||||||
Act | |||||||||||||||||||
Zone Status, as of | |||||||||||||||||||
January 1, | |||||||||||||||||||
Pension Fund | Number | 2014 | 2013 | 2014 | 2013 | 2012 | |||||||||||||
New York Hotel Trades Council and | 13-1764242/001 | Green | Yellow | $ | 2,582 | $ | 1,446 | $ | 1,309 | ||||||||||
Hotel Association of New York City, Inc. | |||||||||||||||||||
Pension Fund | |||||||||||||||||||
Other | 886 | 793 | 600 | ||||||||||||||||
Total Contributions | $ | 3,468 | $ | 2,239 | $ | 1,909 | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Provision for Income Taxes on Income from Operations | The provision for income taxes on income from operations is comprised of the following for the years ended December 31, 2014, 2013, and 2012 (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Current tax provision (benefit): | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State and city | (771 | ) | 67 | 268 | |||||||||
Foreign | 328 | 649 | 508 | ||||||||||
(443 | ) | 716 | 776 | ||||||||||
Deferred tax provision (benefit): | |||||||||||||
Federal | 7,100 | — | — | ||||||||||
State | (5,176 | ) | — | — | |||||||||
Foreign | — | — | — | ||||||||||
1,924 | — | — | |||||||||||
Total tax provision | $ | 1,481 | $ | 716 | $ | 776 | |||||||
Net Deferred Tax Asset | Net deferred tax asset consists of the following (in thousands): | ||||||||||||
As of | As of | ||||||||||||
December 31, | December 31, | ||||||||||||
2014 | 2013 | ||||||||||||
Goodwill | $ | (23,448 | ) | $ | (21,049 | ) | |||||||
Basis differential in property and equipment | (7,642 | ) | (9,117 | ) | |||||||||
Basis differential in consolidated subsidiaries | (4,282 | ) | (2,447 | ) | |||||||||
Management contract amortization | (8,623 | ) | (10,934 | ) | |||||||||
Total deferred tax liability | (43,995 | ) | (43,547 | ) | |||||||||
Stock compensation | 36,429 | 32,370 | |||||||||||
Investment in unconsolidated subsidiaries | 18,663 | 19,677 | |||||||||||
Designer fee payable | 6,093 | 5,597 | |||||||||||
Other | 4,243 | 172 | |||||||||||
TLG Promissory Note valuation | — | 1,003 | |||||||||||
Convertible Notes | — | 2,687 | |||||||||||
Deferred gain on sale of hotel assets | 55,087 | 53,834 | |||||||||||
Net operating loss | 187,169 | 153,412 | |||||||||||
Valuation allowance | (186,485 | ) | (146,447 | ) | |||||||||
Total deferred tax asset | 121,199 | 122,305 | |||||||||||
Net deferred tax asset | $ | 77,204 | $ | 78,758 | |||||||||
Reconciliation of Statutory United States Federal Tax Rate to Effective Income Tax Rate | A reconciliation of the statutory United States federal tax rate to the Company’s effective income tax rate is as follows: | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal statutory income tax rate | 35 | % | 35 | % | 35 | % | |||||||
State and city taxes, net of federal tax benefit | 9 | % | 5 | % | 6 | % | |||||||
Valuation allowance | (48 | )% | (40 | )% | (40 | )% | |||||||
Foreign taxes | (1 | )% | (1 | )% | (1 | )% | |||||||
Other including non deductible items | 1 | % | — | (1 | )% | ||||||||
Effective tax rate | (3 | )% | (1 | )% | (1 | )% | |||||||
Omnibus_Stock_Incentive_Plan_T
Omnibus Stock Incentive Plan (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Nonvested Restricted Common Stock Granted to Non- Employee Directors, Named Executive Officers and Employees | A summary of the status of the Company’s nonvested RSUs granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | ||||||||||||||||
Nonvested Shares | RSUs | Weighted Average | |||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at January 1, 2013 | 425,235 | $ | 7.03 | ||||||||||||||
Granted | 1,061,862 | 5.07 | |||||||||||||||
Vested | (252,998 | ) | 7.42 | ||||||||||||||
Forfeited | (345,638 | ) | 5.02 | ||||||||||||||
Nonvested at December 31, 2013 | 888,461 | $ | 5.4 | ||||||||||||||
Granted | 276,937 | 7.87 | |||||||||||||||
Vested | (713,209 | ) | 5.74 | ||||||||||||||
Forfeited | (118,787 | ) | 5.35 | ||||||||||||||
Nonvested at December 31, 2014 | 333,402 | $ | 6.74 | ||||||||||||||
Outstanding at December 31, 2014 | 335,672 | $ | 6.76 | ||||||||||||||
Nonvested Long Term Investment Plan | A summary of the status of the Company’s nonvested LTIP Units granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | ||||||||||||||||
Nonvested Shares | LTIP Units | Weighted Average | |||||||||||||||
Fair Value | |||||||||||||||||
Nonvested at January 1, 2013 | 164,555 | $ | 8.77 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (131,221 | ) | 8.69 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Nonvested at December 31, 2013 | 33,334 | $ | 9.09 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (33,334 | ) | 9.09 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Nonvested at December 31, 2014 | — | $ | — | ||||||||||||||
Outstanding at December 31, 2014 | 941,157 | $ | 15.24 | ||||||||||||||
Outstanding and Exercisable Stock Options | A summary of the Company’s outstanding and exercisable stock options granted as of December 31, 2014 and 2013 and changes during the years ended December 31, 2014 and 2013, are presented below: | ||||||||||||||||
Options | Shares | Weighted Average | Weighted | Aggregate Intrinsic | |||||||||||||
Exercise Price | Average | Value | |||||||||||||||
Remaining | |||||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
(in years) | (in thousands) | ||||||||||||||||
Outstanding at January 1, 2013 | 1,924,740 | $ | 14.23 | 3.77 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited or Expired | (500,000 | ) | 6.78 | ||||||||||||||
Outstanding at December 31, 2013 | 1,424,740 | $ | 13.76 | 2.9 | $ | — | |||||||||||
Granted | — | ||||||||||||||||
Exercised | — | ||||||||||||||||
Forfeited or Expired | (300,000 | ) | 8.87 | ||||||||||||||
Outstanding at December 31, 2014 | 1,124,740 | $ | 15.07 | 0.58 | $ | — | |||||||||||
Exercisable at December 31, 2014 | 1,124,740 | $ | 15.07 | 0.58 | $ | — | |||||||||||
Other_Expenses_Tables
Other Expenses (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Other Income And Expenses [Abstract] | |||||||||||||
Restructuring and Disposal Costs | Restructuring and disposal costs consist of the following (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Restructuring costs | $ | 5,572 | $ | 9,087 | $ | 3,993 | |||||||
Severance costs | 9,435 | 2,139 | 2,845 | ||||||||||
(Gain) loss on asset disposal | (476 | ) | 225 | 13 | |||||||||
$ | 14,531 | $ | 11,451 | $ | 6,851 | ||||||||
Development Costs | Development costs consist of the following (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Transaction costs | $ | 3,447 | $ | 716 | $ | 1,675 | |||||||
Internal development payroll and other | 810 | 1,397 | 2,406 | ||||||||||
Pre-opening expenses | 452 | 874 | 1,702 | ||||||||||
$ | 4,709 | $ | 2,987 | $ | 5,783 | ||||||||
Other_NonOperating_Expenses_Ta
Other Non-Operating Expenses (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Other Income And Expenses [Abstract] | |||||||||||||
Other Non-Operating Expenses | Other non-operating expenses consist of the following (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Litigation and settlement costs | $ | 3,581 | $ | 2,379 | $ | 1,169 | |||||||
Unrealized loss on change in fair value of value of TLG | 5 | 65 | 2,420 | ||||||||||
Promissory Note (note 1) | |||||||||||||
Other | 149 | 282 | 319 | ||||||||||
$ | 3,735 | $ | 2,726 | $ | 3,908 | ||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Selected Quarterly Information | The tables below reflect the Company’s selected quarterly information for the Company for the years ended December 31, 2014 and 2013 (in thousands, except per share data): | ||||||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2014 | 2014 | 2014 | 2014 | ||||||||||||||
Total revenues | $ | 62,383 | $ | 55,506 | $ | 61,448 | $ | 55,624 | |||||||||
Gain on asset sale | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||
Loss before income tax expense | (5,420 | ) | (9,973 | ) | (9,390 | ) | (23,779 | ) | |||||||||
Net loss attributable to common stockholders | (10,606 | ) | (13,737 | ) | (13,706 | ) | (28,502 | ) | |||||||||
Net loss per share — basic/diluted attributable to common | (0.31 | ) | (0.40 | ) | (0.40 | ) | (0.85 | ) | |||||||||
shareholders | |||||||||||||||||
Weighted-average shares outstanding — basic and diluted | 34,370 | 34,267 | 34,184 | 33,651 | |||||||||||||
Three Months Ended | |||||||||||||||||
December 31, | September 30, | June 30, | March 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Total revenues | $ | 64,866 | $ | 58,262 | $ | 60,707 | $ | 52,651 | |||||||||
Gain on asset sale | 2,005 | 2,005 | 2,005 | 2,005 | |||||||||||||
Loss before income tax expense | (5,924 | ) | (10,223 | ) | (15,954 | ) | (11,333 | ) | |||||||||
Net loss attributable to common stockholders | (10,742 | ) | (14,365 | ) | (19,034 | ) | (14,330 | ) | |||||||||
Net loss per share — basic/diluted attributable to common | (0.32 | ) | (0.44 | ) | (0.59 | ) | (0.44 | ) | |||||||||
shareholders | |||||||||||||||||
Weighted-average shares outstanding — basic and diluted | 33,555 | 32,693 | 32,464 | 32,348 | |||||||||||||
Assets_Held_for_Sale_Tables
Assets Held for Sale (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations And Disposal Groups [Abstract] | |||||||||||||
Summary of TLGs Operations | The following sets forth TLGs operations for the three years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Management fees | $ | 8,881 | $ | 9,576 | $ | 9,977 | |||||||
Corporate expenses | (3,619 | ) | (1,767 | ) | (1,335 | ) | |||||||
Interest expense | (1,478 | ) | (1,438 | ) | (1,498 | ) | |||||||
Depreciation and amortization expense | (5,626 | ) | (5,850 | ) | (5,863 | ) | |||||||
Other non operating expenses | (5 | ) | (65 | ) | (2,420 | ) | |||||||
Net loss attributable to noncontrolling interest | (793 | ) | (992 | ) | (954 | ) | |||||||
Loss from TLG | $ | (2,640 | ) | $ | (536 | ) | $ | (2,093 | ) | ||||
Organization_and_Formation_Tra2
Organization and Formation Transaction - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Nov. 30, 2011 | Jan. 23, 2015 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||||
Organization and Formation Transaction [Line Items] | |||||
Membership units exchangeable for common stock | 75,446 | ||||
Number of reportable operating segments | 1 | ||||
Ownership interest owned | 100.00% | ||||
The Light Group | |||||
Organization and Formation Transaction [Line Items] | |||||
Ownership interest owned | 90.00% | 90.00% | |||
Aggregate purchase price | $28.50 | ||||
Promissory notes issued to acquire business | 18 | ||||
Notes convertible into shares of common stock | $9.50 | ||||
Repayments of outstanding promissory notes | 19.1 | ||||
Original principal balance | 18 | ||||
Deferred interest | 1.1 | ||||
Effective termination date of management agreement | 1-Apr-14 | ||||
Hakkasan Holdings LLC | Subsequent Event | |||||
Organization and Formation Transaction [Line Items] | |||||
Equity interest sold | 90.00% | ||||
Equity sale | 32.8 | ||||
Payment related to exercise of put right | 3.6 | ||||
Hakkasan Holdings LLC | Subsequent Event | Maximum | |||||
Organization and Formation Transaction [Line Items] | |||||
Future ownership interest option | 49.00% | ||||
Sasson-Masi Put Options | |||||
Organization and Formation Transaction [Line Items] | |||||
Estimated aggregate purchase price | 5 | ||||
Net cash outlay | 1.4 | ||||
Sasson-Masi Put Options | Subsequent Event | |||||
Organization and Formation Transaction [Line Items] | |||||
Minority equity interest percentage | 10.00% | ||||
International Locations | Revenue | |||||
Organization and Formation Transaction [Line Items] | |||||
Percentage of revenues | 5.80% | 10.70% | 12.60% | ||
Morgans Group | |||||
Organization and Formation Transaction [Line Items] | |||||
Membership units exchangeable for common stock | 1,000,000 |
Hotels_Detail
Hotels (Detail) | Dec. 31, 2014 |
Room | |
Hudson | New York, NY | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 878 |
Morgans | New York, NY | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 117 |
Royalton | New York, NY | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 168 |
Mondrian SoHo | New York, NY | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 263 |
Delano South Beach | Miami Beach, FL | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 194 |
Mondrian South Beach | Miami Beach, FL | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 222 |
Shore Club | Miami Beach, FL | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 308 |
Mondrian Los Angeles | Los Angeles, CA | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 236 |
Clift | Los Angeles, CA | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 372 |
Sanderson | London, England | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 150 |
St Martins Lane | London, England | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 204 |
Mondrian London at Sea Containers | London, England | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 359 |
Delano Las Vegas | Las Vegas, Nevada | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 1,117 |
10 Karakoy | Istanbul, Turkey | |
Entity Hotels Disclosure [Line Items] | |
Number of Rooms | 71 |
Hotels_Parenthetical_Detail
Hotels (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Hotel | |
Entity Hotels Disclosure [Line Items] | |
Ownership interest owned | 100.00% |
Mondrian South Beach | |
Entity Hotels Disclosure [Line Items] | |
Number of hotel residences sold | 263 |
Number of rented hotel residence | 150 |
Number of hotel residences remain to be sold | 72 |
Hudson | |
Entity Hotels Disclosure [Line Items] | |
Percentage of square footage of building owned | 96.00% |
Number of Rooms | 878 |
Number of SROs | 60 |
Mondrian SoHo | |
Entity Hotels Disclosure [Line Items] | |
Ownership interest owned | 20.00% |
Shore Club | |
Entity Hotels Disclosure [Line Items] | |
Ownership interest owned | 7.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Aug. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | Interest Rate Caps | Interest Rate Caps | Yucaipa Warrants | Convert THEhotel To Delano Las Vegas | Convert THEhotel To Delano Las Vegas | Convert THEhotel To Delano Las Vegas | Mondrian London | Mondrian London | Mondrian London | Ames | Ames, Mondrian SoHo and Mondrian South Beach | Ames, Mondrian SoHo and Mondrian South Beach | Mondrian South Beach | Mondrian SoHo Hotel | Building and Building Improvements | Furniture, Fixtures and Equipment | ||
Segment | Derivative | Maximum | USD ($) | USD ($) | Restaurant Lease Note | Restaurant Lease Note | USD ($) | GBP (£) | Other Assets | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||
USD ($) | Agreement | USD ($) | USD ($) | USD ($) | ||||||||||||||||
Restaurant | ||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||
Percentage of hotels' revenues in restricted escrow accounts | 4.00% | |||||||||||||||||||
Property, estimated useful Life | 39 years 6 months | 5 years | ||||||||||||||||||
Capitalized real estate taxes, insurance and interest | $0 | $0 | ||||||||||||||||||
Percentage of goodwill impairment test | 50.00% | |||||||||||||||||||
Number of reportable operating segments | 1 | |||||||||||||||||||
Goodwill impairment | 0 | 0 | ||||||||||||||||||
Investments in unconsolidated joint ventures, liabilities | 0 | 0 | ||||||||||||||||||
Impairment Charges through equity | 200,000 | 1,600,000 | ||||||||||||||||||
Investments in and advances to unconsolidated joint ventures | 10,492,000 | 10,492,000 | 0 | 0 | ||||||||||||||||
Agreement termination date | 17-Jul-13 | |||||||||||||||||||
Key money | 15,300,000 | 9,400,000 | 15,300,000 | |||||||||||||||||
Term of license agreement | 10 years | |||||||||||||||||||
Extension of license agreement | 5 years | |||||||||||||||||||
Number of times license agreement period to be extended | 2 | |||||||||||||||||||
Company acquired the leasehold interest in number of food and beverage venues | 3 | |||||||||||||||||||
Contractual obligation | 15,000,000 | |||||||||||||||||||
Deferred promissory note payable | 10,600,000 | |||||||||||||||||||
Restaurant lease note term | 7 years | |||||||||||||||||||
Fair value of restaurant lease note | 7,500,000 | 7,500,000 | ||||||||||||||||||
Operating lease expiration period | 10 years | |||||||||||||||||||
Finite lived intangible assets useful life | 10 years | |||||||||||||||||||
Termination fee received and recorded in management fees and other income | 2,300,000 | |||||||||||||||||||
Advertising and promotion cost | 800,000 | 800,000 | 1,100,000 | |||||||||||||||||
Right to purchase common stock through the exercise of warrants | 12,500,000 | |||||||||||||||||||
Exercise price of warrants or rights | $6 | |||||||||||||||||||
Investors consent rights warrants | 6,250,000 | |||||||||||||||||||
Fair value of interest rate caps | -5,000 | -42,000 | -35,000 | 100,000 | ||||||||||||||||
Number of interest rate caps outstanding | 3 | |||||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||||
Fixed rate debt | 55,800,000 | 247,100,000 | ||||||||||||||||||
Fair market value of fixed rate debt | 64,400,000 | 217,700,000 | ||||||||||||||||||
Interest rate | 2.38% | |||||||||||||||||||
Membership units in noncontrolling interest | $549,000 | $490,000 | ||||||||||||||||||
Membership units in Morgans Group outstanding | 75,446 |
Impairment_Charges_Recorded_as
Impairment Charges Recorded as a Result of Applying Level 3 Non-Recurring Measurements Included in Net Loss (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Gain (Loss) on Investments [Line Items] | ||
Receivables and other assets from managed hotel and unconsolidated joint venture | $6,029 | |
Total Level 3 measurement expenses included in net loss | 6,180 | 1,591 |
Mondrian SoHo Hotel | ||
Gain (Loss) on Investments [Line Items] | ||
Impairment losses | 1,027 | |
Ames | ||
Gain (Loss) on Investments [Line Items] | ||
Impairment losses | $151 | $564 |
Income_Loss_Per_Share_Addition
Income (Loss) Per Share - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |
Assumption of net income distributed as dividends for calculation of net income per share | 100.00% |
Antidilutive securities excluded from computation of earnings per share, amount | 75,446 |
Components_of_Basic_and_Dilute
Components of Basic and Diluted Loss Per Share Calculations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator: | |||||||||||
Net loss | ($50,043) | ($44,150) | ($56,491) | ||||||||
Net (income) loss attributable to noncontrolling interest | -681 | -5 | 804 | ||||||||
Net loss attributable to Morgans Hotel Group Co. | -50,724 | -44,155 | -55,687 | ||||||||
Less: preferred stock dividends and accretion | 15,827 | 14,316 | 11,124 | ||||||||
Net loss attributable to common stockholders | ($10,606) | ($13,737) | ($13,706) | ($28,502) | ($10,742) | ($14,365) | ($19,034) | ($14,330) | ($66,551) | ($58,471) | ($66,811) |
Denominator: | |||||||||||
Weighted average basic common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||
Weighted average diluted common shares outstanding | 34,133 | 32,867 | 31,437 | ||||||||
Basic and diluted loss available to common stockholders per common share | ($0.31) | ($0.40) | ($0.40) | ($0.85) | ($0.32) | ($0.44) | ($0.59) | ($0.44) | ($1.95) | ($1.78) | ($2.13) |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $477,097 | $483,293 |
Less accumulated depreciation | -199,272 | -190,797 |
Property and equipment, net | 277,825 | 292,496 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 45,194 | 45,194 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 332,337 | 330,316 |
Furniture, Fixtures and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 99,291 | 107,475 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $275 | $308 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Abstract] | |||
Retirement of deprecated assets | $10,400,000 | $900,000 | |
Depreciation | 19,854,000 | 20,302,000 | 17,648,000 |
Depreciation on property subject to capital leases | $100,000 | $100,000 | $100,000 |
Investments_in_and_Advances_to2
Investments in and Advances to Unconsolidated Joint Ventures and Equity Losses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Equity Method Investments [Line Items] | ||
Total investments in and advances to unconsolidated joint ventures | $10,492 | $10,492 |
Mondrian Istanbul | ||
Schedule of Equity Method Investments [Line Items] | ||
Total investments in and advances to unconsolidated joint ventures | 10,392 | 10,392 |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Total investments in and advances to unconsolidated joint ventures | $100 | $100 |
Equity_in_Income_Losses_from_U
Equity in Income (Losses) from Unconsolidated Joint Ventures (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | $9 | ($828) | ($6,436) |
Mondrian South Beach | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | -4,016 | ||
Mondrian SoHo | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | -1,027 | ||
Mondrian South Beach Food and Beverage-MC South Beach | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | -629 | -836 | |
Ames | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | -151 | -564 | |
Other | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in income (losses) from unconsolidated joint ventures | $9 | ($48) | $7 |
Investments_in_and_Advances_to3
Investments in and Advances to Unconsolidated Joint Ventures - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||
Dec. 31, 2014 | Feb. 28, 2015 | Apr. 30, 2010 | Apr. 30, 2008 | Aug. 31, 2006 | Feb. 28, 2011 | Aug. 18, 2014 | Jun. 30, 2007 | Jun. 17, 2008 | Jan. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 20, 2011 | Aug. 31, 2008 | |
OptionPlan | Room | |||||||||||||
Room | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Investments in and advances to unconsolidated joint ventures | 10,492,000 | $10,492,000 | ||||||||||||
Ownership interest owned | 100.00% | |||||||||||||
Former Food And Beverage Joint Venture Entities | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity ownership | 50.00% | |||||||||||||
Investments in and advances to unconsolidated joint ventures | 0 | |||||||||||||
Mezzanine Loan | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Debt Instrument, Interest Rate During Period | 4.35% | |||||||||||||
Libor Rate | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Mortgage Loan Accrued Interest | 3.80% | |||||||||||||
Mortgage Loan Interest Paid | 1.50% | |||||||||||||
Mondrian South Beach | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Outstanding nonrecourse mortgage loan and mezzanine loan | 79,062,000 | 89,015,000 | ||||||||||||
Advances to joint venture | 14,000,000 | 14,000,000 | ||||||||||||
Mondrian South Beach | Subsequent Event | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Option to extend the outstanding mortgage and mezzanine debt | 2016-04 | |||||||||||||
Mondrian South Beach | Joint Venture | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity ownership | 50.00% | 50.00% | ||||||||||||
Gross purchase price acquired building and land in joint venture | 110,000,000 | |||||||||||||
Equity investment requirements and funds | 15,000,000 | |||||||||||||
Additional contribution to equity from joint venture partners | 8,000,000 | |||||||||||||
Proceeds of financing from lender and affiliates | 22,500,000 | |||||||||||||
Debt | 28,000,000 | 124,000,000 | ||||||||||||
Outstanding nonrecourse mortgage loan and mezzanine loan | 23,100,000 | |||||||||||||
Number of hotel residences sold | 263 | |||||||||||||
Number of rented hotel residence | 150 | |||||||||||||
Number of hotel residences remain to be sold | 72 | |||||||||||||
Ownership interest owned | 50.00% | |||||||||||||
Mondrian South Beach | Joint Venture | Mezzanine Loan | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Outstanding nonrecourse mortgage loan and mezzanine loan | 28,000,000 | |||||||||||||
Mondrian South Beach | Joint Venture | Libor Rate | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Basis Spread on Variable Rate | 6.00% | 3.00% | ||||||||||||
Mondrian South Beach | Joint Venture Partners | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Additional contribution to equity from joint venture partners | 2,750,000 | |||||||||||||
Seller financing to qualified condominium buyers, maximum condominium purchase price, percentage | 80.00% | |||||||||||||
Mezzanine financing provided to joint venture | 28,000,000 | |||||||||||||
Non recourse financing extension period | 7 years | |||||||||||||
Extended maturity date of nonrecourse financing date | 2017 | |||||||||||||
Extended maturity date of nonrecourse financing options | 1 year | |||||||||||||
Outstanding mezzanine debt owed to affiliates | 28,000,000 | |||||||||||||
Investments in and advances to unconsolidated joint ventures | 0 | |||||||||||||
Advances to joint venture | 14,000,000 | |||||||||||||
Mondrian South Beach | Joint Venture Partners | Mezzanine Loan | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Waterfall proceeds to joint venture mezzanine lender after repayment of mortgage debt | 5,500,000 | |||||||||||||
Mondrian SoHo | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity ownership | 20.00% | |||||||||||||
Outstanding nonrecourse mortgage loan and mezzanine loan | 196,017,000 | 196,017,000 | ||||||||||||
Advances to joint venture | 11,876,000 | 11,876,000 | ||||||||||||
Contribution in the joint venture | 5,000,000 | |||||||||||||
Number of guest rooms | 263 | |||||||||||||
Initial Management Contract Period | 10 years | |||||||||||||
Number of extension option | 2 | |||||||||||||
Mondrian SoHo | Joint Venture | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Proceed from loan borrowings | 195,200,000 | |||||||||||||
Outstanding mortgage debt secured by hotel | 196,000,000 | |||||||||||||
Deferred interest | 20,800,000 | |||||||||||||
Court determined property value | 250,500,000 | |||||||||||||
Daily interest accrual | 84,000 | |||||||||||||
Interest In Default | 33,400,000 | |||||||||||||
Ames | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity ownership | 31.00% | |||||||||||||
Contribution in the joint venture | 12,100,000 | |||||||||||||
Agreement termination date | 17-Jul-13 | |||||||||||||
Ames | Joint Venture | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Proceed from loan borrowings | 46,500,000 | |||||||||||||
Equity method investment maturity date of secured mortgage debt | 9-Oct-12 | |||||||||||||
Agreement termination fee | 1,800,000 | |||||||||||||
Mondrian Istanbul | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity ownership | 20.00% | |||||||||||||
Equity investment requirements and funds | 10,300,000 | 10,300,000 | ||||||||||||
Investments in and advances to unconsolidated joint ventures | 10,392,000 | $10,392,000 | ||||||||||||
Number of guest rooms | 114 |
Summary_of_Balance_Sheet_Infor
Summary of Balance Sheet Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Balance Sheet Components [Line Items] | ||
Real estate, net | $277,825 | $292,496 |
Other assets | 47,422 | 33,878 |
Other liabilities | 13,866 | 13,891 |
Total deficit | -517,561 | -462,005 |
Total liabilities | 778,659 | 749,688 |
Company’s investment balance | 10,492 | 10,492 |
Mondrian South Beach | ||
Schedule of Balance Sheet Components [Line Items] | ||
Real estate, net | 46,343 | 60,323 |
Other assets | 13,908 | 10,285 |
Total assets | 60,251 | 70,608 |
Other liabilities | 26,674 | 20,233 |
Debt | 79,062 | 89,015 |
Total deficit | -45,485 | -38,640 |
Total liabilities | 60,251 | 70,608 |
Company’s share of deficit | -20,950 | -17,686 |
Advance to joint venture in the form of mezzanine financing | 14,000 | 14,000 |
Capitalized costs/reimbursements | -310 | -310 |
Loss in excess of investment balance not recorded by the Company | 6,950 | 3,686 |
Mondrian SoHo | ||
Schedule of Balance Sheet Components [Line Items] | ||
Real estate, net | 155,204 | 160,596 |
Other assets | 9,181 | 6,146 |
Total assets | 164,385 | 166,742 |
Other liabilities | 41,319 | 35,516 |
Debt | 196,017 | 196,017 |
Preferred loans from members and vendor loans | 37,725 | 37,263 |
Total deficit | -110,676 | -102,054 |
Total liabilities | 164,385 | 166,742 |
Company’s share of deficit | -22,135 | -20,410 |
Advance to joint venture in the form of mezzanine financing | 11,876 | 11,876 |
Loss in excess of investment balance not recorded by the Company | $10,259 | $8,534 |
Summarized_Consolidated_Income
Summarized Consolidated Income Statement Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Equity Method Investments [Line Items] | |||
Depreciation | $19,854 | $20,302 | $17,648 |
Operating income (loss) | 1,452 | -1,910 | -14,362 |
Amount recorded in equity in loss | 9 | -828 | -6,436 |
Mondrian South Beach | |||
Schedule of Equity Method Investments [Line Items] | |||
Operating revenues | 36,528 | 37,046 | 44,224 |
Operating expenses | 38,819 | 38,915 | 49,924 |
Depreciation | 860 | 898 | 821 |
Operating income (loss) | -3,151 | -2,767 | -6,521 |
Interest expense | 2,756 | 2,087 | 946 |
Impairment loss | 1,500 | 3,355 | |
Net income (loss) | -5,907 | -6,354 | -10,822 |
Amount recorded in equity in loss | -4,016 | ||
Mondrian SoHo | |||
Schedule of Equity Method Investments [Line Items] | |||
Operating revenues | 41,499 | 41,325 | 34,759 |
Operating expenses | 28,314 | 29,424 | 26,324 |
Depreciation | 5,668 | 5,663 | 5,599 |
Operating income (loss) | 7,517 | 6,238 | 2,836 |
Interest expense | 16,139 | 13,109 | 20,616 |
Net income (loss) | -8,622 | -6,871 | -17,780 |
Amount recorded in equity in loss | -1,027 | ||
Ames | |||
Schedule of Equity Method Investments [Line Items] | |||
Operating revenues | 2,587 | 10,277 | |
Operating expenses | 4,986 | 10,284 | |
Depreciation | 532 | 1,690 | |
Operating income (loss) | -2,931 | -1,697 | |
Interest expense | 1,035 | 1,782 | |
Gain on sale of tax credits | -683 | -2,048 | |
Net income (loss) | -3,283 | -1,431 | |
Amount recorded in equity in loss | ($151) | ($564) |
Other_Liabilities_Detail
Other Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Designer fee claim | $13,866 | $13,866 |
OPP LTIP Units Liability (note 10) | 25 | |
Other Liabilities | $13,866 | $13,891 |
Other_Liabilities_Additional_I
Other Liabilities - Additional Information (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Other Liabilities Disclosure [Abstract] | ||
Designer fee claim | $13,866 | $13,866 |
Base fee due designer | 1.00% | |
Base fee payable for period from hotel opening | 10 years | |
Amortization expense over estimated life | 5 years |
Debt_and_Capital_Lease_Obligat2
Debt and Capital Lease Obligations (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | $605,743 | $541,940 |
Debt of asset held for sale | 18,811 | |
Interest rate | 2.38% | |
Revolving Credit Facility | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 37,000 | |
Convertible Notes | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 170,698 | |
Interest rate | 2.38% | |
Hudson/Delano 2014 Mortgage Loan | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 450,000 | |
Interest rate, description | 5.82% (LIBOR + 5.65%) | |
Interest rate | 5.82% | |
Notes Secured by Hudson | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 180,000 | |
Clift Debt | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 93,829 | 91,486 |
Interest rate | 9.60% | |
Liability to Subsidiary Trust Issuing Preferred Securities | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 50,100 | 50,100 |
Interest rate | 8.68% | |
Restaurant Lease Note | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | 5,709 | 6,551 |
Capital Lease Obligations | ||
Debt And Capital Lease Obligations [Line Items] | ||
Debt and capital lease obligation | $6,105 | $6,105 |
Debt_and_Capital_Lease_Obligat3
Debt and Capital Lease Obligations (Parenthetical) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||
Dec. 31, 2014 | Nov. 30, 2011 | Aug. 31, 2012 | Aug. 04, 2006 | Feb. 06, 2014 | Jul. 28, 2011 | Nov. 14, 2012 | Oct. 14, 2014 | Oct. 31, 2004 | Oct. 15, 2014 | Oct. 31, 2007 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 08, 2014 | Oct. 17, 2007 | Dec. 31, 2010 | |
Restaurant | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Interest rate | 2.38% | |||||||||||||||
Debt and capital lease obligations | $605,743,000 | $541,940,000 | ||||||||||||||
Initial date a lawsuit was filed against the Company related to TLG Promissory Notes | 5-Aug-13 | |||||||||||||||
Debt of TLG Promissory Notes | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt repayment | 19,100,000 | |||||||||||||||
Date of due debt | 30-Nov-15 | |||||||||||||||
Interest rate | 8.00% | |||||||||||||||
Debt and capital lease obligations | 18,000,000 | |||||||||||||||
Interest rate increases (max) | 18.00% | |||||||||||||||
Percentage of accrued interest payable quarterly in cash | 75.00% | |||||||||||||||
Percentage of accrued interest payable on maturity | 25.00% | |||||||||||||||
Debt Instrument Carrying Amount | 18,000,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Interest | 1,100,000 | |||||||||||||||
The Light Group | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Ownership interest in the light group | 90.00% | |||||||||||||||
Price per share of common stock to convert notes into shares | $9.50 | |||||||||||||||
Purchase price acquisition cash paid | 28,500,000 | |||||||||||||||
Non-Morgans EBITDA | 18,000,000 | |||||||||||||||
Debt Instrument Carrying Amount | 18,000,000 | |||||||||||||||
The Light Group | Debt of TLG Promissory Notes | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Price per share of common stock to convert notes into shares | $9.50 | |||||||||||||||
Mr. Sasson | Debt of TLG Promissory Notes | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt and capital lease obligations | 16,000,000 | |||||||||||||||
Mr. Masi | Debt of TLG Promissory Notes | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt and capital lease obligations | 2,000,000 | |||||||||||||||
Hudson Lease | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Capital lease obligation | 6,100,000 | 6,100,000 | ||||||||||||||
Hudson Lease 1 and Lease 2 | Hudson Lease | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Number of Condominium Unit Leased | 2 | |||||||||||||||
Hudson Lease 1 | Hudson Lease | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Annual minimum lease payments | 649,728 | |||||||||||||||
Lease expiration date | 2096-11 | |||||||||||||||
Date after which company could purchase leased asset at fair market value | 2015-11 | |||||||||||||||
Imputed interest rate of leased | 8.00% | |||||||||||||||
Hudson Lease Lease 2 | Hudson Lease | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Annual minimum lease payments | 365,490 | |||||||||||||||
Lease expiration date | 2098-12 | |||||||||||||||
Imputed interest rate of leased | 8.00% | |||||||||||||||
Delano Las Vegas | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Number of leasehold interests acquired in restaurants | 3 | |||||||||||||||
Contractual obligation | 15,000,000 | |||||||||||||||
Liability to Subsidiary Trust Issuing Preferred Securities | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Preferred securities issued | 50,000,000 | |||||||||||||||
Amount of common stock owned by the company through trust | 100,000 | |||||||||||||||
Proceeds used to purchase of junior subordinated notes issued | 50,100,000 | |||||||||||||||
Date of due debt | 30-Oct-36 | |||||||||||||||
Trust notes and preferred notes interest rate | 8.68% | |||||||||||||||
Liability to Subsidiary Trust Issuing Preferred Securities | Trust Preferred Securities Subject to Mandatory Redemption | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Trust notes and preferred notes Interest rate Period | 2016-10 | |||||||||||||||
Libor Rate | Liability to Subsidiary Trust Issuing Preferred Securities | Trust Preferred Securities Subject to Mandatory Redemption | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations, interest rate description | three-month LIBOR rate | |||||||||||||||
Debt & capital lease obligations minimum Interest | 3.25% | |||||||||||||||
Delano Credit Facility | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt repayment | 37,000,000 | |||||||||||||||
Revolving credit facility, maximum amount of commitments | 100,000,000 | |||||||||||||||
Letter of credit outstanding | 10,000,000 | |||||||||||||||
Revolving credit facility, initiation date | 28-Jul-11 | |||||||||||||||
Delano credit facility unused commitment fee | 0.50% | |||||||||||||||
Delano Credit Facility | Libor Rate | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations minimum Interest | 1.00% | |||||||||||||||
Delano Credit Facility | Base Rate | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations minimum Interest | 3.00% | |||||||||||||||
Delano Credit Sub-Facility | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt instrument, face value | 15,000,000 | |||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt and capital lease obligations | 37,000,000 | |||||||||||||||
Revolving Credit Facility | Libor Rate | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations minimum Interest | 4.00% | |||||||||||||||
Mezzanine Loan Hudson/Delano 2014 Mortgage Loan | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt instrument, face value | 150,000,000 | |||||||||||||||
Hudson/Delano 2014 Mortgage Loan | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt instrument, face value | 450,000,000 | |||||||||||||||
Mortgage instrument, principal amount | 300,000,000 | |||||||||||||||
Debt & capital lease obligations, interest rate description | 30-day LIBOR plus 565 basis points | |||||||||||||||
LIBOR cap rate | 1.75% | |||||||||||||||
Hudson/Delano 2014 Mortgage Loan matures | 9-Feb-16 | |||||||||||||||
Number of extension options | 3 | |||||||||||||||
Maturity period extension | 1 year | |||||||||||||||
Extended Hudson/Delano 2014 Mortgage Loan maturity date | 9-Feb-19 | |||||||||||||||
Requirement for Extension in Maturity Date | 0.25% | |||||||||||||||
Prepayment premium after August 9, 2015 | 0 | |||||||||||||||
Start date to repay debt without prepayment premium | 9-Aug-15 | |||||||||||||||
Interest rate | 5.82% | |||||||||||||||
Debt and capital lease obligations | 450,000,000 | |||||||||||||||
Hudson/Delano 2014 Mortgage Loan | Libor Rate | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations minimum Interest | 5.65% | |||||||||||||||
Nonrecourse Mortgage Notes Hudson/Delano 2014 Mortgage Loan | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Mortgage instrument, principal amount | 300,000,000 | |||||||||||||||
Hudson 2012 Mortgage Loan | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt instrument, face value | 180,000,000 | |||||||||||||||
Debt repayment | 180,000,000 | |||||||||||||||
LIBOR floor rate | 0.50% | |||||||||||||||
Hudson 2012 Mortgage Loan | Interest Rate Caps | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
LIBOR cap rate | 2.50% | |||||||||||||||
Hudson 2012 Mortgage Loan | Libor Rate | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt & capital lease obligations, interest rate description | 30-day LIBOR | |||||||||||||||
Debt & capital lease obligations minimum Interest | 8.40% | |||||||||||||||
Clift Debt | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Sale of subsidiary company | 71,000,000 | |||||||||||||||
Leased term | 99-year lease term | |||||||||||||||
Capital leased payment require | 6,000,000 | 7,600,000 | ||||||||||||||
Increase in rent in future period | 5 years | |||||||||||||||
Morgans Group agreed to guarantee losses | 6,000,000 | |||||||||||||||
Interest rate | 9.60% | |||||||||||||||
Debt and capital lease obligations | 93,829,000 | 91,486,000 | ||||||||||||||
Clift Debt | Maximum | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Increase in consumer price index | 20.00% | |||||||||||||||
Clift Debt | Minimum | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Increase in consumer price index | 10.00% | |||||||||||||||
Convertible Notes | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Convertible debt, face amount | 172,500,000 | |||||||||||||||
Net proceeds from offering | 166,800,000 | |||||||||||||||
Interest rate | 2.38% | |||||||||||||||
Convertible notes repurchased | 49,100,000 | 35,400,000 | ||||||||||||||
Discount on convertible notes repurchased | 100,000 | |||||||||||||||
Equity component recorded as additional paid-in-capital | 9,000,000 | |||||||||||||||
Net of deferred taxes | 6,400,000 | |||||||||||||||
Yucaipa | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Convertible Notes allowed to be purchased by investors | 88,000,000 | |||||||||||||||
Restaurant Lease Note | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt and capital lease obligations | 5,709,000 | 6,551,000 | ||||||||||||||
Restaurant Lease Note | Delano Las Vegas | ||||||||||||||||
Debt And Capital Lease Obligations [Line Items] | ||||||||||||||||
Debt instrument, face value | 10,600,000 | |||||||||||||||
Restaurant leasehold note term | 7 years | |||||||||||||||
Fair value of restaurant lease notes | 7,500,000 | |||||||||||||||
Outstanding balance of restaurant lease notes | $5,700,000 |
Schedule_of_Principal_Payments
Schedule of Principal Payments on Notes Payable (Including Capital Lease Obligations) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Notes Payable [Line Items] | |
2015 | $488 |
2016 | 450,488 |
2017 | 488 |
2018 | 488 |
2019 | 6,196 |
Thereafter | 182,984 |
Long-term Debt, Total | 641,132 |
Amount Representing Interest on Capital Lease Obligations | |
Notes Payable [Line Items] | |
2015 | 488 |
2016 | 488 |
2017 | 488 |
2018 | 488 |
2019 | 488 |
Thereafter | 32,949 |
Long-term Debt, Total | 35,389 |
Principal Payments on Capital Lease Obligations and Debt Payable | |
Notes Payable [Line Items] | |
2016 | 450,000 |
2019 | 5,708 |
Thereafter | 150,035 |
Long-term Debt, Total | $605,743 |
Debt_and_Capital_Lease_Obligat4
Debt and Capital Lease Obligations - Additional Information (Detail) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Disclosure [Abstract] | |||
Average interest rate on debt | 6.10% | 6.00% | 6.10% |
Hotel_Commitments_and_Guarante
Hotel Commitments and Guarantees (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Line Items] | |
Key money, equity investment and debt financing commitments | $250 |
Cash flow guarantees | 5,000 |
Total maximum future funding commitments | 13,250 |
Amounts due within one year | 250 |
Delano Marrakech | Performance Guarantee | |
Commitments and Contingencies [Line Items] | |
Cash flow guarantees | $8,000 |
Hotel_Commitments_and_Guarante1
Hotel Commitments and Guarantees (Parenthetical) (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Line Items] | |
Equity or debt financing commitments | $0 |
Cash flow guarantees | 5,000 |
Delano Marrakech | Performance Guarantee | |
Commitments and Contingencies [Line Items] | |
Cash flow guarantees | $8,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 05, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Jan. 16, 2013 | Jan. 16, 2013 | Jan. 16, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Apr. 26, 2013 | Dec. 31, 2014 | Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Aug. 18, 2014 | Dec. 31, 2014 | |
Defendant | USD ($) | Debt of TLG Promissory Notes | Mr. Sasson | Mr. Masi | Litigation | Litigation | Litigation | Multiemployer Plans, Retirement Benefit | TLG Equity Sale | Ames Joint Venture | Royalton and Morgans | Mondrian London | Mondrian London | Delano Marrakech | Delano Marrakech | 10 Karakoy, a Morgans Original, Istanbul | 10 Karakoy, a Morgans Original, Istanbul | Mondrian South Beach | Mondrian South Beach | Mondrian SoHo Hotel | Mondrian SoHo Hotel | Ames Hotel | |||
USD ($) | USD ($) | USD ($) | Sochin Downtown Realty, LLC | Morgans Group LLC | Multiemployer Plans, Retirement Benefit | USD ($) | USD ($) | USD ($) | GBP (£) | Room | USD ($) | Room | Scenario, Forecast | USD ($) | Construction Contracts | Joint Venture | Owned, Joint Venture and Managed Hotels | ||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||||||||||||
Key money | $15,300,000 | £ 9,400,000 | $300,000 | ||||||||||||||||||||||
Rooms in Delano Marrakech hotel | 71 | ||||||||||||||||||||||||
Expected Room Count | 71 | ||||||||||||||||||||||||
Anticipated Opening | 2014 | ||||||||||||||||||||||||
Accrued expenses and reduction to management fees | 1,100,000 | ||||||||||||||||||||||||
Payables outstanding to vendors | 300,000 | ||||||||||||||||||||||||
Purchase of condominium units by the Company and its Affiliates | 14,000,000 | ||||||||||||||||||||||||
Condominium units sales price description | The joint venture partners are each obligated to purchase selected condominium units, at agreed-upon sales prices, having aggregate sales prices equal to 1/2 of the lesser of $28.0 million, which is the face amount outstanding on the lender’s mezzanine loan, or the then outstanding principal balance of the lender’s mezzanine loan. | ||||||||||||||||||||||||
Loan outstanding face amount | 28,000,000 | ||||||||||||||||||||||||
Commitments guarantee obligations percentage | 20.00% | ||||||||||||||||||||||||
Management agreement termination period | 60 days | ||||||||||||||||||||||||
Agreement termination fee | 1,800,000 | ||||||||||||||||||||||||
Tax credit guaranties capped | 3,000,000 | ||||||||||||||||||||||||
Proceeds from sale of tax credits | 16,900,000 | ||||||||||||||||||||||||
Percent of employees collective bargaining agreements | 17.80% | 15.50% | |||||||||||||||||||||||
Employer matching contribution | 5.00% | 5.00% | 5.00% | ||||||||||||||||||||||
Defaulted outstanding on loans | 18,000,000 | 217,000,000 | |||||||||||||||||||||||
Date of due debt | 15-Nov-12 | ||||||||||||||||||||||||
Joint venture partner ownership interest | 80.00% | ||||||||||||||||||||||||
Ownership interest | 20.00% | ||||||||||||||||||||||||
Number of defendants | 4 | ||||||||||||||||||||||||
Court determined property value | 250,500,000 | ||||||||||||||||||||||||
Daily interest accrual | 84,000 | ||||||||||||||||||||||||
Claim for losses and damages | 30,000,000 | ||||||||||||||||||||||||
Counterclaim by the owner | 119,000,000 | ||||||||||||||||||||||||
Complaint seeks damages, amount | $16,000,000 | $2,000,000 |
License_or_Franchise_Agreement
License or Franchise Agreements for New Hotels Which are in Development Stage (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Room | |
Mondrian Doha | |
Development Hotel Agreements [Line Items] | |
Expected Room Count | 270 |
Anticipated Opening | 2015 |
Initial Term | 30 years |
Mondrian Istanbul | |
Development Hotel Agreements [Line Items] | |
Expected Room Count | 114 |
Initial Term | 20 years |
Delano Aegean Sea | |
Development Hotel Agreements [Line Items] | |
Expected Room Count | 150 |
Initial Term | 20 years |
Delano Cartagena | |
Development Hotel Agreements [Line Items] | |
Expected Room Count | 211 |
Initial Term | 20 years |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments for Noncancelable Leases (Detail) (USD $) | Dec. 31, 2014 |
Land | |
Leases Future Minimum Payments [Line Items] | |
2015 | $266,000 |
2016 | 266,000 |
2017 | 266,000 |
2018 | 266,000 |
2019 | 266,000 |
Thereafter | 20,503,000 |
Total | 21,833,000 |
Other | |
Leases Future Minimum Payments [Line Items] | |
2015 | 2,374,000 |
2016 | 2,404,000 |
2017 | 2,435,000 |
2018 | 2,282,000 |
2019 | 1,393,000 |
Thereafter | 998,000 |
Total | $11,886,000 |
Participation_in_Union_Pension
Participation in Union Pension Fund (Detail) (Multiemployer Plans, Retirement Benefit, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Multiemployer Plans [Line Items] | |||
Pension contributions | $3,468 | $2,239 | $1,909 |
New York, NY | |||
Multiemployer Plans [Line Items] | |||
EIN/ Pension Plan Number | 13-1764242/001 | ||
Zone status | Green | Yellow | |
Pension contributions | 2,582 | 1,446 | 1,309 |
Other | |||
Multiemployer Plans [Line Items] | |||
Pension contributions | $886 | $793 | $600 |
Provision_for_Income_Tax_on_In
Provision for Income Tax on Income from Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current tax provision (benefit): | |||
State and city | ($771) | $67 | $268 |
Foreign | 328 | 649 | 508 |
Current Income Tax Expense (Benefit), Total | -443 | 716 | 776 |
Deferred tax provision (benefit): | |||
Federal | 7,100 | ||
State | -5,176 | ||
Deferred Income Taxes and Tax Credits, Total | 1,924 | ||
Total tax provision | $1,481 | $716 | $776 |
Net_Deferred_Tax_Asset_Detail
Net Deferred Tax Asset (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Goodwill | ($23,448) | ($21,049) |
Basis differential in property and equipment | -7,642 | -9,117 |
Basis differential in consolidated subsidiaries | -4,282 | -2,447 |
Management contract amortization | -8,623 | -10,934 |
Total deferred tax liability | -43,995 | -43,547 |
Stock compensation | 36,429 | 32,370 |
Investment in unconsolidated subsidiaries | 18,663 | 19,677 |
Designer fee payable | 6,093 | 5,597 |
Other | 4,243 | 172 |
TLG Promissory Note valuation | 1,003 | |
Convertible Notes | 2,687 | |
Deferred gain on sale of hotel assets | 55,087 | 53,834 |
Net operating loss | 187,169 | 153,412 |
Valuation allowance | -186,485 | -146,447 |
Total deferred tax asset | 121,199 | 122,305 |
Net deferred tax asset | $77,204 | $78,758 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | ||
Federal net operating loss carryforwards | 391,000,000 | |
State net operating loss carryforwards | 499,200,000 | |
Foreign tax credit | 3,700,000 | |
Deferred tax assets, reserve | 186,485,000 | 146,447,000 |
HIRE Tax Credit | ||
Income Tax Disclosure [Line Items] | ||
Other tax credit | 500,000 | |
FICA Tax Credit | ||
Income Tax Disclosure [Line Items] | ||
Other tax credit | 1,500,000 | |
Federal | Minimum | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards, expiration year | 2029 | |
Federal | Maximum | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards, expiration year | 2033 | |
State and Local | Minimum | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards, expiration year | 2029 | |
State and Local | Maximum | ||
Income Tax Disclosure [Line Items] | ||
Net operating loss carryforwards, expiration year | 2033 |
Reconciliation_of_Statutory_Un
Reconciliation of Statutory United States Federal Tax Rate to Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
State and city taxes, net of federal tax benefit | 9.00% | 5.00% | 6.00% |
Valuation allowance | -48.00% | -40.00% | -40.00% |
Foreign taxes | -1.00% | -1.00% | -1.00% |
Other including non deductible items | 1.00% | -1.00% | |
Effective tax rate | -3.00% | -1.00% | -1.00% |
Omnibus_Stock_Incentive_Plan_A
Omnibus Stock Incentive Plan - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 22, 2012 | Aug. 30, 2013 | 28-May-14 | Feb. 09, 2014 | Aug. 14, 2014 | 5-May-14 | Mar. 20, 2011 | Mar. 18, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense | $3,400,000 | $4,100,000 | $4,500,000 | ||||||||
Unrecognized compensation costs | 5,900,000 | 3,300,000 | |||||||||
Weighted-average period over unrecognized compensation expense | 1 year | ||||||||||
Fair value of LTIP unit at grant date | $8.87 | ||||||||||
Executive Chairman | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting, description | LTIP units to the Company’s Executive Chairman, which vested pro rata on a monthly basis over the 12 months beginning on April 20, 2012, so long as the recipient continued to be an eligible participant. | ||||||||||
LTIP units issued | 121,402 | ||||||||||
Stock Incentive Plan 2006 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved and authorized | 14,610,000 | ||||||||||
Reduction in shares available for grant due to each award other than options and stock appreciation rights | 1.7 | ||||||||||
Restricted Stock Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense | 3,200,000 | 2,500,000 | 1,900,000 | ||||||||
Unrecognized compensation costs | 1,100,000 | ||||||||||
Restricted stock units issued | 276,937 | 1,061,862 | |||||||||
Vesting, description | (i) granted 58,334 RSUs to Mr. Gross, pursuant to the Second Amended 2007 Incentive Plan, which vested immediately on the Separation Date, (ii) granted 25,000 RSUs, which vested on the first anniversary of the Separation Date, or August 30, 2014, and (iii) accelerated the vesting of any unvested LTIP Units and stock options as of the Separation Date, with all stock options exercisable for a period of one year following the Separation Date, discussed further below. All other equity awards that remained unvested as of the Separation Date expired and were forfeited, including 291,242 RSUs that were granted to Mr. Gross on February 28, 2013. | ||||||||||
Forfeited during 2013 | 118,787 | 345,638 | |||||||||
Units outstanding | 335,672 | ||||||||||
Restricted Stock Units | Jonathan A. Langer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock units issued | 65,912 | ||||||||||
Fair value of restricted stock units granted | 495,000 | ||||||||||
Restricted Stock Units | Non-Employee Directors | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock units issued | 77,922 | ||||||||||
Vesting, description | These grants vest in full on May 14, 2015, provided that upon a non-employee director’s resignation from the Board of Directors, other than as a consequence of the director’s bad acts, the vesting of any RSUs will be on a pro rated basis as of the resignation date. | ||||||||||
Vesting Date | 14-May-15 | ||||||||||
Restricted Stock Units | Executive Officers and Employees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock units issued | 127,867 | ||||||||||
Vesting, description | The majority of these grants vest one-third of the amount granted on each of the first three anniversaries of the grant date so long as the recipient continues to be an eligible participant. | ||||||||||
Restricted Stock Units | Mr. Gross | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock units issued | 58,334 | ||||||||||
Forfeited during 2013 | 291,242 | ||||||||||
Restricted Stock Units | Mr. Gross | Separation Date | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Restricted stock units issued | 25,000 | ||||||||||
LTIP Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense | 100,000 | 800,000 | 1,400,000 | ||||||||
Unrecognized compensation costs | 0 | ||||||||||
Units outstanding | 941,157 | ||||||||||
Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock compensation expense | 200,000 | 1,200,000 | 1,300,000 | ||||||||
Unrecognized compensation costs | $0 | ||||||||||
OPP LTIP Units | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Cash or equity award period | 3 years | ||||||||||
Increase in company's total return to stockholders | 30.00% | ||||||||||
Compounded annual growth rate | 9.00% | ||||||||||
Increase in company's total return to stockholders over | three-year period from March 20, 2011 to March 20, 2014 | ||||||||||
Closing price of Company's common shares | 30 days | ||||||||||
Performance criteria | $11.53 |
Summary_of_Changes_in_Nonveste
Summary of Changes in Nonvested Restricted Common Stock Granted (Detail) (Restricted Stock Units, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock Units | ||
Nonvested Shares | ||
Nonvested, Beginning Balance | 888,461 | 425,235 |
Granted | 276,937 | 1,061,862 |
Vested | -713,209 | -252,998 |
Forfeited | -118,787 | -345,638 |
Nonvested, Ending Balance | 333,402 | 888,461 |
Outstanding | 335,672 | |
Nonvested Shares, Weighted Average Fair Value | ||
Nonvested, Beginning Balance | $5.40 | $7.03 |
Granted | $7.87 | $5.07 |
Vested | $5.74 | $7.42 |
Forfeited | $5.35 | $5.02 |
Nonvested, Ending Balance | $6.74 | $5.40 |
Outstanding | $6.76 |
Summary_of_Changes_in_Nonveste1
Summary of Changes in Nonvested LTIP Units Granted (Detail) (LTIP Units, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
LTIP Units | ||
Nonvested Shares | ||
Nonvested, Beginning Balance | 33,334 | 164,555 |
Vested | -33,334 | -131,221 |
Nonvested, Ending Balance | 33,334 | |
Outstanding | 941,157 | |
Nonvested Shares, Weighted Average Fair Value | ||
Nonvested, Beginning Balance | $9.09 | $8.77 |
Vested | $9.09 | $8.69 |
Nonvested, Ending Balance | $9.09 | |
Outstanding | $15.24 |
Summary_Outstanding_and_Exerci
Summary Outstanding and Exercisable Stock Options Granted to Non-Employee Directors (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options, Shares | |||
Beginning balance | 1,424,740 | 1,924,740 | |
Forfeited or Expired | -300,000 | -500,000 | |
Ending balance | 1,124,740 | 1,424,740 | 1,924,740 |
Exercisable | 1,124,740 | ||
Options, Weighted Average Exercise Price | |||
Beginning balance | $13.76 | $14.23 | |
Forfeited or Expired | $8.87 | $6.78 | |
Ending balance | $15.07 | $13.76 | $14.23 |
Exercisable | $15.07 | ||
Outstanding, remaining average contractual term | 6 months 29 days | 2 years 10 months 24 days | 3 years 9 months 7 days |
Exercisable, remaining average contractual term | 6 months 29 days |
Preferred_Securities_and_Warra1
Preferred Securities and Warrants - Additional Information (Detail) (USD $) | 0 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Oct. 15, 2009 | 14-May-14 | Dec. 31, 2014 | Dec. 31, 2009 | 14-May-14 | Dec. 31, 2013 |
Preferred Securities And Warrants [Line Items] | ||||||
Preferred Securities issued, liquidation preference | $1,000 | $1,000 | ||||
Series A Preferred Stock | ||||||
Preferred Securities And Warrants [Line Items] | ||||||
Preferred Securities issued (in shares) | 75,000 | |||||
Preferred Securities issued, value | $75 | |||||
Preferred Securities issued, liquidation preference | $1,000 | |||||
Preferred stock Series A dividend rate through October 15, 2014 | 8.00% | |||||
Preferred stock Series A dividend rate until October 15, 2016 | 10.00% | |||||
Preferred stock Series A dividend rate after October 15, 2016 | 20.00% | |||||
Investors dividend rate on the Series A Preferred Securities increases | 4.00% | |||||
Investors dividend rate | 12.00% | |||||
Undeclared and unpaid dividends | 43.3 | |||||
Expected dividend payments period used to compute fair value of preferred securities | 7 years | |||||
Discounted dividend payments expected | 17.30% | |||||
Cumulative accretion | 18.6 | |||||
Value of preferred securities | 66.7 | |||||
Yucaipa | ||||||
Preferred Securities And Warrants [Line Items] | ||||||
Number of warrants issued | 12,500,000 | |||||
Exercise price of warrants or rights | $6 | |||||
Investors collectively own or right to purchase through exercise of shares | 875,000 | |||||
Term of warrants | 7 years 6 months | |||||
Warrant, expiration date | 2017-04 | |||||
Investors consent rights warrants | 6,250,000 | |||||
Equity investment acquisition | $100 | |||||
Change in size of board of directors, lower range | 7 | |||||
Change in size of board of directors, upper range | 9 | |||||
Beneficial ownership interest in which investors are subject to certain standstill arrangements | 15.00% | |||||
Yucaipa | Series A Preferred Stock | ||||||
Preferred Securities And Warrants [Line Items] | ||||||
Investors dividend rate | 10.00% | 8.00% |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 09, 2014 | |
Related Party Transaction [Line Items] | ||||
Management fees | $4,600,000 | $9,000,000 | $7,200,000 | |
Related party receivables | 3,560,000 | 3,694,000 | ||
Interest expense related to TLG Promissory Notes | 1,500,000 | 1,400,000 | 1,500,000 | |
Jonathan A. Langer | ||||
Related Party Transaction [Line Items] | ||||
Amount of fee payment | 495,000 | |||
Percentage of Consulting fee from aggregate proceeds | 0.11% | |||
Percentage of compensation for successful negotiation | 2.00% | |||
Other potential fees | 250,000 | |||
Debt of TLG Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
TLG Promissory Notes to Messrs. Sasson and Masi | $18,000,000 |
Restructuring_and_Disposal_Cos
Restructuring and Disposal Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Income And Expenses [Abstract] | |||
Restructuring costs | $5,572 | $9,087 | $3,993 |
Severance costs | 9,435 | 2,139 | 2,845 |
(Gain) loss on asset disposal | -476 | 225 | 13 |
Total | $14,531 | $11,451 | $6,851 |
Other_Expenses_Additional_Info
Other Expenses - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 |
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | $9,435 | $2,139 | $2,845 | |
One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | $7,100 |
Development_Costs_Detail
Development Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Income And Expenses [Abstract] | |||
Transaction costs | $3,447 | $716 | $1,675 |
Internal development payroll and other | 810 | 1,397 | 2,406 |
Pre-opening expenses | 452 | 874 | 1,702 |
Total | $4,709 | $2,987 | $5,783 |
Other_NonOperating_Expenses_De
Other Non-Operating Expenses (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Component Of Other Expense Nonoperating [Line Items] | |||
Litigation and settlement costs | $3,581 | $2,379 | $1,169 |
Other | 149 | 282 | 319 |
Other non-operating expenses | 3,735 | 2,726 | 3,908 |
TLG Promissory Notes | |||
Component Of Other Expense Nonoperating [Line Items] | |||
Unrealized loss on change in fair value | $5 | $65 | $2,420 |
Selected_Quarterly_Information
Selected Quarterly Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $62,383 | $55,506 | $61,448 | $55,624 | $64,866 | $58,262 | $60,707 | $52,651 | $234,961 | $236,486 | $189,919 |
Gain on asset sale | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 8,020 | 8,020 | 7,989 |
Loss before income tax expense | -5,420 | -9,973 | -9,390 | -23,779 | -5,924 | -10,223 | -15,954 | -11,333 | -48,562 | -43,434 | -55,715 |
Net loss attributable to common stockholders | ($10,606) | ($13,737) | ($13,706) | ($28,502) | ($10,742) | ($14,365) | ($19,034) | ($14,330) | ($66,551) | ($58,471) | ($66,811) |
Net loss per share — basic/diluted attributable to common shareholders | ($0.31) | ($0.40) | ($0.40) | ($0.85) | ($0.32) | ($0.44) | ($0.59) | ($0.44) | ($1.95) | ($1.78) | ($2.13) |
Weighted-average shares outstanding — basic and diluted | 34,370 | 34,267 | 34,184 | 33,651 | 33,555 | 32,693 | 32,464 | 32,348 | 34,133 | 32,867 | 31,437 |
Deferred_Gain_on_Asset_Sales_A
Deferred Gain on Asset Sales - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Deferred gain on asset sales | $125,398 | $133,419 | $125,398 | $133,419 | ||||||||
Gain on asset sales | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 2,005 | 8,020 | 8,020 | 7,989 | |
Morgans Hotel Group Europe Ltd | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Equity ownership | 50.00% | |||||||||||
London, Morgans, Royalton | ||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||
Deferred gain on asset sales | 152,400 |
Assets_Held_for_Sale_Summary_o
Assets Held for Sale - Summary of TLGs Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations And Disposal Groups [Abstract] | |||
Management fees | $8,881 | $9,576 | $9,977 |
Corporate expenses | -3,619 | -1,767 | -1,335 |
Interest expense | -1,478 | -1,438 | -1,498 |
Depreciation and amortization expense | -5,626 | -5,850 | -5,863 |
Other non operating expenses | -5 | -65 | -2,420 |
Net loss attributable to noncontrolling interest | -793 | -992 | -954 |
Loss from TLG | ($2,640) | ($536) | ($2,093) |