Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Behringer Harvard Opportunity REIT II, Inc. | |
Entity Central Index Key | 1,387,061 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | BHHV | |
Entity Common Stock, Shares Outstanding | 24,996,585 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Real estate | ||
Land and improvements, net | $ 42,571 | $ 42,710 |
Buildings and improvements, net | 130,647 | 132,359 |
Total real estate | 173,218 | 175,069 |
Cash and cash equivalents | 67,150 | 67,111 |
Restricted cash | 6,177 | 6,101 |
Accounts receivable, net | 2,088 | 1,415 |
Prepaid expenses and other assets | 725 | 1,051 |
Investment in unconsolidated joint venture | 14,658 | 14,658 |
Furniture, fixtures and equipment, net | 2,783 | 3,148 |
Lease intangibles, net | 326 | 352 |
Total assets | 267,125 | 268,905 |
Liabilities and Equity | ||
Notes payable, net | 141,819 | 142,332 |
Accounts payable | 573 | 491 |
Payables to related parties | 530 | 370 |
Acquired below-market leases, net | 62 | 65 |
Distributions payable to noncontrolling interest | 22 | 21 |
Income taxes payable | 42 | 38 |
Deferred gain | 964 | 1,247 |
Accrued and other liabilities | 5,941 | 5,702 |
Total liabilities | 149,953 | 150,266 |
Equity | ||
Preferred stock, $.0001 par value per share; 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Convertible stock, $.0001 par value per share; 1,000 shares authorized, 1,000 issued and outstanding | 0 | 0 |
Common stock, $.0001 par value per share; 350,000,000 shares authorized, 25,086,778 and 25,218,770 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 3 | 3 |
Additional paid-in capital | 227,210 | 227,891 |
Accumulated distributions and net loss | (115,522) | (114,666) |
Accumulated other comprehensive loss | (441) | (495) |
Total Behringer Harvard Opportunity REIT II, Inc. equity | 111,250 | 112,733 |
Noncontrolling interest | 5,922 | 5,906 |
Total equity | 117,172 | 118,639 |
Total liabilities and equity | $ 267,125 | $ 268,905 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Convertible stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible stock, shares authorized (in shares) | 1,000 | 1,000 |
Convertible Stock Shares Issued (in share) | 1,000 | 1,000 |
Convertible stock, shares outstanding (in shares) | 1,000 | 1,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 |
Common stock, shares issued (in shares) | 25,086,778 | 25,218,770 |
Common stock, shares outstanding (in shares) | 25,086,778 | 25,218,770 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Rental revenue | $ 6,072 | $ 7,319 |
Hotel revenue | 5,345 | 5,131 |
Total revenues | 11,417 | 12,450 |
Expenses | ||
Property operating expenses | 2,087 | 2,283 |
Hotel operating expenses | 3,570 | 3,448 |
Interest expense, net | 1,469 | 1,524 |
Real estate taxes | 1,107 | 1,465 |
Property management fees | 395 | 414 |
Asset management fees | 509 | 614 |
General and administrative | 798 | 802 |
Depreciation and amortization | 2,578 | 3,165 |
Total expenses | 12,513 | 13,715 |
Interest income, net | 62 | 14 |
Other income | 1 | 284 |
Loss before gain on sale of real estate | (1,033) | (967) |
Gain on sale of real estate | 282 | 0 |
Net loss | (751) | (967) |
Net income attributable to the noncontrolling interest | (105) | (106) |
Net loss attributable to the Company | $ (856) | $ (1,073) |
Weighted average shares outstanding: | ||
Basic and diluted | 25,172 | 25,553 |
Basic and diluted loss per share | $ (0.03) | $ (0.04) |
Comprehensive income (loss): | ||
Net loss | $ (751) | $ (967) |
Other comprehensive income: | ||
Foreign currency translation gain | 54 | 157 |
Total other comprehensive income | 54 | 157 |
Comprehensive loss | (697) | (810) |
Comprehensive income attributable to noncontrolling interest | (105) | (106) |
Comprehensive loss attributable to the Company | $ (802) | $ (916) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Convertible Stock | Common Stock | Additional Paid-in Capital | Accumulated Distributions and Net Loss | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2015 | $ 116,579 | $ 0 | $ 3 | $ 229,796 | $ (119,609) | $ (372) | $ 6,761 |
Beginning Balance (in shares) at Dec. 31, 2015 | 1 | 25,585 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (967) | (1,073) | 106 | ||||
Redemptions of common stock | (463) | (463) | |||||
Redemptions of common stock (in shares) | (90) | ||||||
Contributions from noncontrolling interest | 60 | 60 | |||||
Distributions to noncontrolling interest | (427) | (427) | |||||
Other comprehensive income: | |||||||
Foreign currency translation gain | 157 | 157 | |||||
Ending Balance at Mar. 31, 2016 | 114,939 | $ 0 | $ 3 | 229,333 | (120,682) | (215) | 6,500 |
Ending Balance (in shares) at Mar. 31, 2016 | 1 | 25,495 | |||||
Beginning Balance at Dec. 31, 2016 | 118,639 | $ 0 | $ 3 | 227,891 | (114,666) | (495) | 5,906 |
Beginning Balance (in shares) at Dec. 31, 2016 | 1 | 25,219 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net income (loss) | (751) | (856) | 105 | ||||
Redemptions of common stock | (681) | (681) | |||||
Redemptions of common stock (in shares) | (132) | ||||||
Contributions from noncontrolling interest | 30 | 30 | |||||
Distributions to noncontrolling interest | (119) | (119) | |||||
Other comprehensive income: | |||||||
Foreign currency translation gain | 54 | 54 | |||||
Ending Balance at Mar. 31, 2017 | $ 117,172 | $ 0 | $ 3 | $ 227,210 | $ (115,522) | $ (441) | $ 5,922 |
Ending Balance (in shares) at Mar. 31, 2017 | 1 | 25,087 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (751) | $ (967) |
Adjustments to reconcile net loss to net cash flows provided by operating activities: | ||
Depreciation and amortization | 2,538 | 3,126 |
Amortization of deferred financing fees | 110 | 137 |
Loss on derivatives | 0 | 1 |
Change in operating assets and liabilities: | ||
Accounts receivable | (672) | 188 |
Prepaid expenses and other assets | 326 | 125 |
Accounts payable | 82 | (110) |
Income taxes payable | 4 | 12 |
Accrued and other liabilities | 185 | (1,786) |
Payables to related parties | 161 | (1) |
Addition of lease intangibles | (1) | (27) |
Deferred gain on sale | (282) | 0 |
Cash provided by operating activities | 1,700 | 698 |
Cash flows from investing activities: | ||
Investment in unconsolidated joint venture | 0 | (132) |
Additions of real estate and furniture, fixtures, and equipment | (299) | (668) |
Cash used in investing activities | (299) | (800) |
Cash flows from financing activities: | ||
Payments on notes payable | (581) | (424) |
Redemptions of common stock | (681) | (463) |
Distributions paid on common stock | 0 | (38,378) |
Contributions from noncontrolling interest holders | 30 | 60 |
Distributions to noncontrolling interest holders | (119) | (459) |
Cash used in financing activities | (1,351) | (39,664) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 65 | 197 |
Net change in cash, cash equivalents, and restricted cash | 115 | (39,569) |
Cash, cash equivalents, and restricted cash at beginning of period | 73,212 | 81,396 |
Cash, cash equivalents, and restricted cash at end of period | $ 73,327 | $ 41,827 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | 1. Business and Organization Business Behringer Harvard Opportunity REIT II, Inc. (which may be referred to as the “Company,” “we,” “us,” or “our”) was organized as a Maryland corporation on January 9, 2007 and has elected to be taxed, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. We were formed primarily to acquire and operate commercial real estate and real estate-related assets on an opportunistic and value-add basis. In particular, we have focused generally on acquiring commercial properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment, or repositioning, those located in markets and submarkets with high growth potential, and those available from sellers who are distressed or face time-sensitive deadlines. We have acquired a wide variety of commercial properties, including office, industrial, retail, hospitality, and multifamily. We have purchased existing, income-producing properties, and newly-constructed properties. We have also invested in a mortgage loan and a mezzanine loan. We intend to hold the various real properties in which we have invested until such time as our board of directors determines that a sale or other disposition appears to be advantageous to achieve our investment objectives or until it appears that the objectives will not be met. Consistent with our investment objectives, our board of directors is considering liquidity options for our stockholders. As of March 31, 2017, we had eight real estate investments, seven of which were consolidated. One of our consolidated properties is wholly owned and six properties are consolidated through investments in joint ventures. Substantially all of our business is conducted through Behringer Harvard Opportunity OP II LP, a limited partnership organized in Delaware (the “Operating Partnership”). As of March 31, 2017, our wholly-owned subsidiary, BHO II, Inc., a Delaware corporation, owned a 0.1 99.9 Our business has been managed by an external advisor since the commencement of our initial public offering, and we have no employees. From January 4, 2008 through February 10, 2017, an affiliate of Stratera Services, LLC, formerly known as “Behringer Harvard Holdings, LLC” (“Behringer”), acted as our external advisor (the “Behringer Advisor”). On February 10, 2017, we terminated our engagement of the Behringer Advisor and engaged affiliates of the Lightstone Group (“Lightstone”), LSG-BH II Advisor LLC and LSG Development Advisor LLC (collectively, the “Advisor”), to provide advisory services to us. The external advisor is responsible for managing our day-to-day affairs and for services related to the management of our assets. Organization In connection with our initial capitalization, we issued 22,471 1,000 25.1 1,000 Our common stock is not currently listed on a national securities exchange. The timing of a liquidity event will depend upon then prevailing market conditions. Our board of directors is considering liquidity options for our stockholders, and we can provide no assurances as to the timing of our ultimate liquidation. We will seek stockholder approval prior to liquidating our entire portfolio. |
Interim Unaudited Financial Inf
Interim Unaudited Financial Information | 3 Months Ended |
Mar. 31, 2017 | |
Interim Unaudited Financial Information Disclosure [Abstract] | |
Interim Unaudited Financial Information | 2. Interim Unaudited Financial Information The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 16, 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted in this report on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2017 and 2016 and the condensed consolidated statements of equity and cash flows for the three months ended March 31, 2017 and 2016 have not been audited by our independent registered public accounting firm. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to fairly present our condensed consolidated financial position as of March 31, 2017 and our condensed consolidated results of operations and cash flows for the periods ended March 31, 2017 and 2016. Such adjustments are of a normal recurring nature. In the Notes to Condensed Consolidated Financial Statements, all dollar and share amounts in tabulation are in thousands of dollars and shares, respectively, unless otherwise noted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Described below are certain of our significant accounting policies. The disclosures regarding several of the policies have been condensed or omitted in accordance with interim reporting regulations specified by Form 10-Q. Please see our Annual Report on Form 10-K for a complete listing of all of our significant accounting policies. The preparation of financial statements in conformity with GAAP 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. These estimates include such items as impairment of long-lived assets and depreciation and amortization. Actual results could differ from those estimates. Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances, and profits have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable GAAP, and entities deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating rights or both under the respective ownership agreement. For entities in which we have less than a controlling interest or entities which we are not deemed to be the primary beneficiary, we account for the investment using the equity method of accounting. There are judgments and estimates involved in determining if an entity in which we have made an investment is a VIE and, if so, whether we are the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility, and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our consolidated financial statements. Lease Acquired March 31, 2017 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,314 $ 45,898 $ 1,600 $ (137) Less: depreciation and amortization (33,667) (3,327) (1,274) 75 Net $ 130,647 $ 42,571 $ 326 $ (62) Lease Acquired December 31, 2016 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,087 $ 45,885 $ 1,599 $ (137) Less: depreciation and amortization (31,728) (3,175) (1,247) 72 Net $ 132,359 $ 42,710 $ 352 $ (65) We amortize the value of in-place leases, in-place tenant improvements, and in-place leasing commissions to expense over the initial term of the respective leases. In no event does the amortization period for intangible assets or liabilities exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the acquired lease intangibles related to that tenant would be charged to expense. Lease / Other Year Intangibles / Below-Market Leases April 1, 2017 - December 31, 2017 $ 11 2018 (14) 2019 (12) 2020 (10) 2021 (10) We classify properties as held for sale when certain criteria are met in accordance with GAAP. At that time, we present the assets and obligations of the property held for sale separately in our consolidated balance sheet and we cease recording depreciation and amortization expense related to that property. Properties held for sale are reported at the lower of their carrying amount or their estimated fair value, less estimated costs to sell. We did not have any real estate assets classified as held for sale as of March 31, 2017 or December 31, 2016. As required by our lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. March 31, 2016 Cash and cash equivalents $ 37,990 Restricted cash 3,837 Total cash, cash equivalents, and restricted cash $ 41,827 For all of our real estate and real estate-related investments, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. Examples of the types of events and circumstances that would cause management to assess our assets for potential impairment include, but are not limited to: a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used; an accumulation of costs in excess of the acquisition basis plus construction of the property; major vacancies and the resulting loss of revenues; natural disasters; a change in the projected holding period; legitimate purchase offers; and changes in the global and local markets or economic conditions. To the extent that our portfolio is concentrated in limited geographic locations, downturns specifically related to such regions may result in tenants defaulting on their lease obligations at those properties within a short time period, which may result in asset impairments. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the carrying amount of the asset. These projected cash flows are prepared internally by the Advisor and reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. The Company’s principal executive officer and principal financial officer review these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions that are consistent with market data or with assumptions that would be used by a third-party market participant and assume the highest and best use of the investment. We consider trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value. While we believe our estimates of future cash flows are reasonable, different assumptions regarding factors such as market rents, economic conditions, and occupancy rates could significantly affect these estimates. In evaluating our investments for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership, and the projected sales price of each of the properties. A future change in these estimates and assumptions could result in understating or overstating the carrying value of our investments, which could be material to our financial statements. In addition, we may incur impairment charges on assets classified as held for sale in the future if the carrying amount of the asset upon classification as held for sale exceeds the estimated fair value, less costs to sell. We also evaluate our investments in unconsolidated joint ventures at each reporting date. If we believe there is an other than temporary decline in market value, we will record an impairment charge based on these evaluations. We assess potential impairment by comparing our portion of estimated future undiscounted operating cash flows expected to be generated by the joint venture over the life of the joint venture’s assets to the carrying amount of the joint venture. In the event that the carrying amount exceeds our portion of estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the joint venture to its estimated fair value. We believe the carrying value of our operating real estate assets and our investment in an unconsolidated joint venture is currently recoverable. There were no impairment charges for the three months ended March 31, 2017 and 2016. However, if market conditions worsen unexpectedly or if changes in our strategy significantly affect any key assumptions used in our fair value calculations, we may need to take charges in future periods for impairments related to our existing investments. Any such non-cash charges would have an adverse effect on our consolidated financial position and results of operations. We provide funding to third-party developers for the acquisition, development, and construction of real estate (“ADC Arrangement”). Under an ADC Arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. We evaluate this arrangement to determine if it has characteristics similar to a loan or if the characteristics are more similar to a joint venture or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. When we determine that the characteristics are more similar to a jointly-owned investment or partnership, we account for the arrangement as an investment in an unconsolidated joint venture under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting. The ADC Arrangement is reassessed at each reporting period. See Note 8, Investment in Unconsolidated Joint Venture, for further discussion. We recognize rental income generated from leases of our operating properties on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. Straight-line rent was income of less than $ 0.1 0.1 Hotel revenue is derived from the operations of the Courtyard Kauai Coconut Beach Hotel and consists primarily of guest room, food and beverage, and other ancillary revenues such as laundry and parking. Hotel revenue is recognized as the services are rendered. Accounts receivable primarily consist of receivables related to our consolidated properties of $ 2.1 1.4 0.4 Furniture, fixtures, and equipment are recorded at cost and are depreciated according to the Company’s capitalization policy, which uses the straight-line method over their estimated useful lives of five to seven years. Furniture, fixtures, and equipment associated with properties classified as held for sale are not depreciated. Maintenance and repairs are charged to operations as incurred. Accumulated depreciation associated with our furniture, fixtures, and equipment was $ 10.4 9.9 Deferred financing fees are recorded at cost, accounted for as a reduction to notes payable, and are amortized to interest expense using a straight-line method that approximates the effective interest method over the life of the related debt. Deferred financing fees, net of accumulated amortization, were $ 0.7 0.8 2.0 1.9 We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and have qualified as a REIT since the year ended December 31, 2008. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90 We did not record any income tax during the three months ended March 31, 2017 and 2016. We have reviewed our tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our federal tax status as a REIT will be sustained in any tax examination. For our international investments where the functional currency is other than the U.S. dollar, assets and liabilities are translated using period-end exchange rates, while the statement of operations amounts are translated using the average exchange rates for the respective period. Gains and losses resulting from the change in exchange rates from period to period are reported separately as a component of other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations and comprehensive income (loss). The Euro is the functional currency for the operations of Alte Jakobstraße (“AJS”) and Holstenplatz, which were both sold in 2015. We maintain a Euro-denominated bank account that is comprised primarily of the remaining proceeds from the sale of these properties and is translated into U.S. dollars at the current exchange rate at each reporting period. For the three months ended March 31, 2017 and 2016, the foreign currency translation adjustment gain was less than $ 0.1 0.2 When the Company has substantially liquidated its investment in a foreign entity, the cumulative translation adjustment (“CTA”) balance is required to be released into earnings. In accordance with Accounting Standards Update (“ASU”) 2013-05, upon disposal of the property, we would recognize the CTA as an adjustment to the gain on sale. With the sale of AJS and Holstenplatz, we no longer have foreign operations. At March 31, 2017 and December 31, 2016, we had cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash. Geographic and Asset Type Concentration Our investments may at times be concentrated in certain asset types that are subject to higher risk of foreclosure, or secured by assets concentrated in a limited number of geographic locations. For the three months ended March 31, 2017, 47 15 47 29 20 Noncontrolling interest represents the noncontrolling ownership interest’s proportionate share of the equity in our consolidated real estate investments. Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage. In certain instances, our joint venture agreement provides for liquidating distributions based on achieving certain return metrics (“promoted interest”). If a property reaches a defined return threshold, then it will result in distributions to noncontrolling interest which is different from the standard pro-rata allocation percentage. Net income (loss) per share is calculated based on the weighted average number of common shares outstanding during each period. The weighted average shares outstanding used to calculate both basic and diluted income per share were the same for each of the three months ended March 31, 2017 and 2016 as there were no potentially dilutive securities outstanding. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | 4. New Accounting Pronouncements New Accounting Pronouncements to be Adopted In May 2014, the FASB issued an update (“ASU 2014-09”) to ASC Topic 606, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. The new guidance will require companies to apply a five-step model in accounting for revenue arising from contracts with customers, as well as enhance disclosures regarding revenue recognition. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. ASU 2014-09 is effective for public companies for interim and annual reporting periods beginning after December 15, 2017. In addition, early adoption will be permitted beginning after December 15, 2016, including interim reporting periods within those annual periods. Either full retrospective adoption or modified retrospective adoption is permitted. We do not expect that the adoption of this pronouncement will have a material effect on our consolidated financial statements; however, we will continue to evaluate this assessment until the guidance becomes effective. During the quarter ended June 30, 2016, the FASB issued subsequent updates to ASU 2014-09. In April 2016, the FASB issued an update (“ASU 2016-10”) to ASC Topic 606, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing. In May 2016, the FASB issued an update (“ASU 2016-12”) to ASC Topic 606, Revenue from Contracts with Customers, Narrow-Scope Improvement and Practical Expedients. The amendments in these updates did not change the core principle of the guidance in Topic 606; rather, they added improvements to reduce the diversity in practice at initial application and the cost and complexity of applying Topic 606 both at transition and an ongoing basis. The areas affected include: assessing the collectability criteria; presentation of sales taxes and other similar taxes collected from customers; noncash consideration; contract modification and completed contracts at transition; and technical correction as it relates to retrospective application and disclosure. The new guidance is effective January 1, 2018, with early adoption permitted beginning January 1, 2017, and allows full or modified retrospective application. We do not expect the adoption of ASU 2016-10 and ASU 2016-12 to have a material effect on our consolidated financial statements; however, we will continue to evaluate this assessment until the guidance becomes effective. In February 2016, the FASB issued an update (“ASU 2016-02”) to ASC Topic 842, Leases. ASU 2016-02 supersedes the existing lease accounting model, and modifies both lessee and lessor accounting. The new guidance will require lessees to recognize a liability to make lease payments and a right-of-use asset, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Under this new pronouncement, lessor accounting will be largely unchanged from existing GAAP. The new standard will be effective January 1, 2019, with early adoption permitted. We do not expect that the adoption of this pronouncement will have a material effect on our consolidated financial statements; however, we will continue to evaluate this assessment until the guidance becomes effective. In June 2016, the FASB issued an update (“ASU 2016-13”) to ASC Topic 326, Credit Losses. This amended guidance requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. Financial assets that are measured at amortized cost will be required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. Generally, the pronouncement requires a modified retrospective method of adoption. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact this guidance will have on our financial statements when adopted. In January 2017, the FASB issued an update (“ASU 2017-01”) to ASC Topic 805, Business Combinations, Clarifying the Definition of a Business. The guidance clarifies the definition of a business and assists in the evaluation of whether a transaction will be accounted for as an acquisition of an asset or as a business combination. The guidance provides a test to determine when a set of assets and activities acquired is not a business. When substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. Under the updated guidance, an acquisition of a single property will likely be treated as an asset acquisition as opposed to a business combination and associated transaction costs will be capitalized rather than expensed as incurred. Additionally, assets acquired, liabilities assumed, and any noncontrolling interest will be measured at their relative fair values. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted, including for interim or annual periods for which financial statements have not yet been issued. Upon adoption of this guidance, we anticipate future acquisitions of real estate assets, if any, will likely qualify as an asset acquisition. Therefore, any future transactions costs associated with an asset acquisition will be capitalized and accounted for in accordance with the guidance in ASU 2017-01. Recently Adopted Accounting Pronouncements In November 2016, the FASB issued an update (“ASU 2016-18”) to ASC Topic 230, Statement of Cash Flows, Restricted Cash. This new guidance requires amounts that are generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public companies for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted and the pronouncement requires a retrospective transition method of adoption. We early adopted this guidance on December 31, 2016 and included amounts generally described as restricted cash within the beginning-of-period, change, and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. This adoption changes our statements of cash flows and related disclosure for all periods presented. |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Assets and Liabilities Measured at Fair Value | 5. Assets and Liabilities Measured at Fair Value Fair value measurements are 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, 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) has been established. Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets and liabilities that we have 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, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability that are 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 fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Recurring Fair Value Measurements Currently, we use interest rate swaps and caps to manage our 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, implied volatilities, and foreign currency exchange rates. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our 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 March 31, 2017, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. As of March 31, 2017 and 2016, Courtyard Kauai Coconut Beach Hotel was our only remaining asset with an interest rate cap and it had a nominal value. Derivative financial instruments classified as assets are included in prepaid expenses and other assets on the accompanying condensed consolidated balance sheets. Nonrecurring Fair Value Measurements There were no impairment charges recorded during the three months ended March 31, 2017 and 2016. |
Financial Instruments not Repor
Financial Instruments not Reported at Fair Value | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments not Reported at Fair Value | 6. Financial Instruments not Reported at Fair Value We determined the following disclosure of estimated fair values using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop the related estimates of fair value. The use of different market assumptions or only estimation methodologies may have a material effect on the estimated fair value amounts. As of March 31, 2017 and December 31, 2016, management estimated that the carrying value of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued and other liabilities, payables/receivables from related parties, and distributions payable to noncontrolling interests were at amounts that reasonably approximated their fair value based on their highly-liquid nature and short-term maturities. The fair value of the notes payable is categorized as a Level 2 in the fair value hierarchy. The fair value was estimated using a discounted cash flow analysis valuation on the borrowing rates currently available for loans with similar terms and maturities. The fair value of the notes payable was determined by discounting the future contractual interest and principal payments by a market rate. Disclosure about fair value of financial instruments is based on pertinent information available to management as of March 31, 2017 and December 31, 2016. March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Notes payable $ 142,497 $ 145,638 $ 143,119 $ 146,790 Less: unamortized debt issuance costs (678) (787) Notes payable, net $ 141,819 $ 142,332 |
Real Estate and Real Estate-Rel
Real Estate and Real Estate-Related Investments | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Real Estate and Real Estate-Related Investments | 7. Real Estate and Real Estate-Related Investments Ownership Property Name Description Location Date Acquired Interest Gardens Medical Pavilion Medical office building Palm Beach Gardens, Florida October 20, 2010 82% Courtyard Kauai Coconut Beach Hotel Hotel Kauai, Hawaii October 20, 2010 80% River Club and the Townhomes at River Club Student housing Athens, Georgia April 25, 2011 85% Lakes of Margate Multifamily Margate, Florida October 19, 2011 92.5% Arbors Harbor Town Multifamily Memphis, Tennessee December 20, 2011 94% 22 Exchange Student housing Akron, Ohio April 16, 2013 90% Arcadian Sugar Land (“Parkside”) Multifamily Sugar Land, Texas August 8, 2013 90% |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Venture | 8. Investment in Unconsolidated Joint Venture We provided mezzanine financing totaling $ 15.3 40 15.3 10 18 Both the senior loan and our mezzanine loan were in technical default at December 31, 2016 due to a delay in completion of the project. The project was completed in January 2017. On March 23, 2017, the Senior Lender executed a loan amendment extending the maturity date of the loan to March 24, 2018. The Senior Lender loan amendment also increased the interest rate 75 basis points to 30-day LIBOR plus 375 basis points and added provisions to maintain minimum occupancy and rental rates at future dates. On May 8, 2017, we amended the mezzanine loan agreement to mirror the maturity date of the senior loan and changed our interest rate to 11 15.3 We considered the impact of these events on the accounting treatment and determined the ADC Arrangement will continue to be accounted for as an unconsolidated joint venture under the equity method of accounting. We will continue to monitor this situation and any impact these events might have on our ability to ultimately realize the investment. The ADC Arrangement is reassessed at each reporting period. In connection with this investment, interest capitalized for the three months ended March 31, 2 0 0.1 Ownership Interest Carrying Amount Property Name March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 The Huron N/A N/A $ 14,658 $ 14,658 Summarized balance sheet information for the unconsolidated joint venture as of March 31, 2017 and December 31, 2016, shown at 100%, is as follows (in thousands): March 31, 2017 December 31, 2016 Total assets $ 71,214 $ 72,272 Total debt, net $ 59,829 $ 56,638 Total equity $ 10,755 $ 11,957 Summarized statement of operations information for the unconsolidated joint venture for the three months ended March 31, 2017 and 2016, shown at 100%, is as follows (in thousands): March 31, 2017 March 31, 2016 Total revenues $ 438 $ Net loss $ (2,085) $ (74) |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 9. Variable Interest Entities Effective January 1, 2016, we adopted the guidance in ASU 2015-02. As a result, the Operating Partnership (see Note 1) and each of our less than wholly-owned real estate partnerships (22 Exchange, LLC, Gardens Medical Pavilion, LLC, SL Parkside Apartments, LLC, and the ADC Arrangement associated with the Huron) have been deemed to have the characteristics of a VIE. However, we were not required to consolidate any previously unconsolidated entities or deconsolidate any previously consolidated entities as a result of the change in classification. Accordingly, there has been no change to the amounts reported in our condensed consolidated balance sheets and statements of cash flows or amounts recognized in our condensed consolidated statements of operations. Consolidated VIEs The Company consolidates the Operating Partnership, 22 Exchange, LLC, Gardens Medical Pavilion, LLC through BH-AW-Florida MOB Venture, LLC, and SL Parkside Apartments, LLC, which are variable interest entities, or VIEs, for which we are the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership, or legal entities such as an LLC, are considered a VIE when the majority of the limited partners unrelated to the general partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether we are the primary beneficiary of a VIE, we consider qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of our investment; the obligation or likelihood for us or other investors to provide financial support; and the similarity with and significance to our business activities and the business activities of the other investors. Significant judgments related to these determinations include estimates about the current and future fair values and performance of real estate held by these VIEs and general market conditions. Unconsolidated VIEs Included in the Company’s joint venture investments at March 31, 2017 is the ADC Arrangement associated with the Huron, which is accounted for as an unconsolidated joint venture and is a VIE. Refer to Note 8 for further details on the ADC Arrangement. This arrangement was established to provide mezzanine financing to an unaffiliated third party that owns the Huron, an apartment complex in Denver, Colorado. Based on our reevaluation under ASU 2015-02, we determined that we are not the primary beneficiary of this VIE based on the rights of the general partner. The arrangement does not allow for substantive kick-out rights over the general partner and we do not have the power to direct the activities of the Huron that most significantly affect the entity’s economic performance. Accordingly, we have determined it is appropriate, consistent with past accounting, that the Huron ADC Arrangement will continue to be accounted for under the equity method. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | 10. Notes Payable Notes Payable as of March 31, December 31, Description 2017 2016 Interest Rate Maturity Date Courtyard Kauai Coconut Beach Hotel $ 38,000 $ 38,000 30-day LIBOR + .95% (1) 5/9/2017 (2) Gardens Medical Pavilion 12,796 12,899 4.9% 1/1/2018 River Club and the Townhomes at River Club 23,813 23,917 5.26% 5/1/2018 Lakes of Margate 14,174 14,243 5.49% and 5.92% 1/1/2020 Arbors Harbor Town 24,487 24,653 3.985% 1/1/2019 22 Exchange 19,220 19,307 3.93% 5/5/2023 Parkside (3) 10,007 10,100 5% 6/1/2018 Total debt 142,497 143,119 Deferred financing fees (678) (787) Total notes payable, net $ 141,819 $ 142,332 (1) 30-day London Interbank Offered Rate (“LIBOR”) was 0.98% at March 31, 2017. (2) The debt secured by Courtyard Kauai Coconut Beach Hotel, with a balance of $ 38 80 44 4.7 (3) Includes approximately $ 0.2 At March 31, 2017, our notes payable balance was $ 141.8 0.7 0.1 We are subject to customary affirmative, negative, and financial covenants and representations, warranties, and borrowing conditions, all as set forth in our loan agreements, including, among other things, maintaining minimum debt service coverage ratios, loan to value ratios and liquidity. As of March 31, 2017, we did not meet the debt service coverage requirements for our 22 Exchange loan. We expect the lender to begin sweeping the cash from operations; however, the loan is not in default. We believe we were in compliance with the covenants under our remaining loan agreements. Year Amount Due April 1, 2017 - December 31, 2017 $ 39,570 2018 46,808 2019 24,307 2020 13,771 2021 404 Thereafter 17,441 Total contractual obligations for principal payments 142,301 Unamortized premium 196 Total notes payable 142,497 Less: Deferred financing fees, net (678) Notes payable, net $ 141,819 |
Leasing Activity
Leasing Activity | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Leasing Activity | 11. Leasing Activity Future minimum base rental payments of our office property, Gardens Medical Pavilion, and the retail space at 22 Exchange due to us under non-cancelable leases in effect as of March 31, 2017 are as follows: Year Amount Due April 1, 2017 - December 31, 2017 $ 1,209 2018 1,399 2019 1,098 2020 993 2021 872 Thereafter 2,412 Total $ 7,983 The schedule above does not include rental payments due to us from our multifamily, hotel, and student housing properties, as leases associated with these properties typically are for periods of one year or less. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 12. Derivative Instruments and Hedging Activities We may be exposed to the risk associated with variability of interest rates that might impact our cash flows and the results of operations. The hedging strategy of entering into interest rate caps and swaps, therefore, is to eliminate or reduce, to the extent possible, the volatility of cash flows. As of March 31, 2017, we had one remaining interest rate cap, which was not designated as a hedging instrument. Our remaining interest rate cap matures on May 15, 2017 and has a notional value of $ 38 30-day LIBOR plus 3% Our derivative financial instrument had a nominal effect on the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016. |
Distributions
Distributions | 3 Months Ended |
Mar. 31, 2017 | |
Distributions [Abstract] | |
Distributions | 13. Distributions Distributions are authorized at the discretion of our board of directors based on its analysis of our performance over the previous periods and expectations of performance for future periods. These analyses may include actual and anticipated operating cash flow, changes in market capitalization rates for investments suitable for our portfolio, capital expenditure needs, general financial and market conditions, proceeds from asset sales, and other factors that our board deems relevant. The board’s decision will be substantially influenced by its obligation to ensure that we maintain our federal tax status as a REIT. We cannot provide assurance that we will pay distributions at any particular level, or at all. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Advisor Our external advisor and certain of its affiliates may receive fees and compensation in connection with the management and sale of our assets based on an advisory management agreement, as amended and restated. From January 4, 2008 through February 10, 2017, we were party to successive advisory management agreements, each with a term of one year or less, with the Behringer Advisor. The most recently executed advisory management agreement was the Fifth Amended and Restated Advisory Management Agreement (the “Fifth Advisory Agreement”) entered into on July 25, 2016 and effective as of June 6, 2016. On February 10, 2017, we entered into a Termination of Advisory Management Agreement with the Behringer Advisor and (solely with respect to certain sections) Behringer (the “Advisory Termination Agreement”) pursuant to which the Fifth Advisory Agreement was terminated as of the close of business on February 10, 2017. Concurrently with our entry into the Advisory Termination Agreement, we engaged the Advisor to provide us with advisory services pursuant to two separate advisory management agreements (collectively, the “Lightstone Advisory Agreement”). With the exception of the Administrative Services Fee, the fees earned by and expenses reimbursed to the Advisor pursuant to the Lightstone Advisory Agreement are identical to the fees earned by and expenses reimbursed to the Behringer Advisor pursuant to the Fifth Advisory Agreement. The following discussion describes the fees and expenses payable to our external advisor and its respective affiliates under both the Fifth Advisory Agreement and the Lightstone Advisory Agreement. We pay acquisition and advisory fees of 1.5 1.5 We also pay an acquisition expense reimbursement in the amount of (i) 0.25 0.25 0.25 Our external advisor and its affiliates are also responsible for paying all of the investment-related expenses that we or the external advisor or its affiliates incur that are due to third parties or related to the additional services provided by our external advisor as described above with respect to investments we do not make, other than certain non-refundable payments made in connection with any acquisition. For the three months ended March 31, 2017 and 2016, we incurred no acquisition expense reimbursements. We pay a debt financing fee of 0.5 We pay a development fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project if such affiliate provides the development services and if a majority of our independent directors determines that such development fee is fair and reasonable to us. We incurred no such fees for the three months ended March 31, 2017 and 2016. We pay a monthly asset management fee of one-twelfth of 0.7 0.4 0.6 Our external advisor is responsible for paying all of the expenses it incurs associated with persons employed by the external advisor to the extent that they provide services related to us for which our external advisor receives an acquisition, asset management, or debt financing fee, including wages and benefits of the personnel. Instead of reimbursing our external advisor for specific expenses paid or incurred in connection with providing services to us, we pay our external advisor an administrative services fee (renamed an administrative services reimbursement under the Lightstone Advisory Agreement) based on a budget of expenses prepared by the Behringer Advisor. The administrative services fee is intended to reimburse for all costs associated with providing services to us. For the calendar year ending December 31, 2017, the administrative services fee is $ 1.325 1.30 1.325 45 0.3 0.1 Notwithstanding the fees and cost reimbursements payable to our external advisor pursuant to our advisory management agreement, under our charter we may not reimburse the external advisor for any amount by which our operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of: (i) 2 25 Property Manager From January 4, 2008 through February 10, 2017, we were party to a property management and leasing agreement (as amended and restated, the “Behringer Property Management Agreement”) between us, our operating partnership, Behringer Harvard Opportunity Management Services, LLC, and Behringer Harvard Real Estate Services, LLC (collectively, the “Behringer Manager”). On February 10, 2017, we entered into a Termination of Property Management and Leasing Agreement with the Behringer Manager and (solely with respect to certain sections) Behringer (the “Property Management Termination Agreement”) pursuant to which the Behringer Property Management Agreement was terminated as of the close of business on February 10, 2017. Concurrently with our entry into the Property Management Termination Agreement, we engaged LSG-BH II Property Manager LLC (the “Lightstone Manager”) pursuant to a property management and leasing agreement (the “Lightstone Property Management Agreement”). The fees earned by and expenses reimbursed to the Lightstone Manager pursuant to the Lightstone Property Management Agreement are identical to the fees earned by and expenses reimbursed to the Behringer Manager pursuant to the Behringer Property Management Agreement. The following discussion describes the fees and expenses payable to our affiliated property manager and its respective affiliates under both the Behringer Property Management Agreement (in effect from August 13, 2008 through February 10, 2017) and the Lightstone Property Management Agreement (in effect as of February 10, 2017). We pay our property manager and affiliate of our external advisor, fees for the management, leasing, and construction supervision of our properties which is 4.0 0.5 0.1 We pay our property manager a construction management fee in an amount not to exceed 5 At March 31, 2017 and December 31, 2016, we had a payable to our external advisor and its affiliates of $ 0.5 0.4 We are dependent on our external advisor and our property manager for certain services that are essential to us, including asset disposition decisions, property management and leasing services, and other general administrative responsibilities. In the event that these companies were unable to provide us with their respective services, we would be required to obtain such services from other sources. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 15. Supplemental Cash Flow Information Three months ended March 31, Description 2017 2016 Interest paid, net of amounts capitalized 1,484 $ 1,422 Non-cash investing activities and financing activities: Capital expenditures for real estate in accounts payable 5 Capital expenditures for real estate in accrued liabilities 45 130 Accrued distributions to noncontrolling interest 22 19 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Share Redemption Program On May 10, 2017, our board of directors approved redemptions for the second quarter of 2017 totaling 90,193 $ 0.5 Courtyard Kauai Coconut Beach Hotel Debt The debt secured by Courtyard Kauai Coconut Beach Hotel, with a balance of $ 38 80 44 36 4.7 The Huron Mezzanine Loan Both the senior loan and our mezzanine loan were in technical default at December 31, 2016 due to a delay in completion of the project. The project was completed in January 2017. On March 23, 2017, the Senior Lender executed a loan amendment extending the maturity date of the loan to March 24, 2018 30-day LIBOR the mezzanine loan agreement to mirror the maturity date of the senior loan and changed our interest rate to 11% for the entire balance of the loan. 15.3 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP 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. These estimates include such items as impairment of long-lived assets and depreciation and amortization. Actual results could differ from those estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation Our condensed consolidated financial statements include our accounts and the accounts of other subsidiaries over which we have control. All inter-company transactions, balances, and profits have been eliminated in consolidation. In addition, interests in entities acquired are evaluated based on applicable GAAP, and entities deemed to be variable interest entities (“VIE”) in which we are the primary beneficiary are also consolidated. If the interest in the entity is determined not to be a VIE, then the entity is evaluated for consolidation based on legal form, economic substance, and the extent to which we have control, substantive participating rights or both under the respective ownership agreement. For entities in which we have less than a controlling interest or entities which we are not deemed to be the primary beneficiary, we account for the investment using the equity method of accounting. There are judgments and estimates involved in determining if an entity in which we have made an investment is a VIE and, if so, whether we are the primary beneficiary. The entity is evaluated to determine if it is a VIE by, among other things, calculating the percentage of equity being risked compared to the total equity of the entity. Determining expected future losses involves assumptions of various possibilities of the results of future operations of the entity, assigning a probability to each possibility, and using a discount rate to determine the net present value of those future losses. A change in the judgments, assumptions, and estimates outlined above could result in consolidating an entity that should not be consolidated or accounting for an investment using the equity method that should in fact be consolidated, the effects of which could be material to our consolidated financial statements. |
Real Estate | Real Estate Lease Acquired March 31, 2017 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,314 $ 45,898 $ 1,600 $ (137) Less: depreciation and amortization (33,667) (3,327) (1,274) 75 Net $ 130,647 $ 42,571 $ 326 $ (62) Lease Acquired December 31, 2016 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,087 $ 45,885 $ 1,599 $ (137) Less: depreciation and amortization (31,728) (3,175) (1,247) 72 Net $ 132,359 $ 42,710 $ 352 $ (65) We amortize the value of in-place leases, in-place tenant improvements, and in-place leasing commissions to expense over the initial term of the respective leases. In no event does the amortization period for intangible assets or liabilities exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the acquired lease intangibles related to that tenant would be charged to expense. Lease / Other Year Intangibles / Below-Market Leases April 1, 2017 - December 31, 2017 $ 11 2018 (14) 2019 (12) 2020 (10) 2021 (10) |
Real Estate Held for Sale | Real Estate Held for Sale We classify properties as held for sale when certain criteria are met in accordance with GAAP. At that time, we present the assets and obligations of the property held for sale separately in our consolidated balance sheet and we cease recording depreciation and amortization expense related to that property. Properties held for sale are reported at the lower of their carrying amount or their estimated fair value, less estimated costs to sell. We did not have any real estate assets classified as held for sale as of March 31, 2017 or December 31, 2016. |
Restricted Cash | Restricted Cash As required by our lenders, restricted cash is held in escrow accounts for anticipated capital expenditures, real estate taxes, and other reserves for our consolidated properties. Capital reserves are typically utilized for non-operating expenses such as tenant improvements, leasing commissions, and major capital expenditures. Alternatively, a lender may require its own formula for an escrow of capital reserves. March 31, 2016 Cash and cash equivalents $ 37,990 Restricted cash 3,837 Total cash, cash equivalents, and restricted cash $ 41,827 |
Investment Impairment | Investment Impairment For all of our real estate and real estate-related investments, we monitor events and changes in circumstances indicating that the carrying amounts of the real estate assets may not be recoverable. Examples of the types of events and circumstances that would cause management to assess our assets for potential impairment include, but are not limited to: a significant decrease in the market price of an asset; a significant adverse change in the manner in which the asset is being used; an accumulation of costs in excess of the acquisition basis plus construction of the property; major vacancies and the resulting loss of revenues; natural disasters; a change in the projected holding period; legitimate purchase offers; and changes in the global and local markets or economic conditions. To the extent that our portfolio is concentrated in limited geographic locations, downturns specifically related to such regions may result in tenants defaulting on their lease obligations at those properties within a short time period, which may result in asset impairments. When such events or changes in circumstances are present, we assess potential impairment by comparing estimated future undiscounted operating cash flows expected to be generated over the life of the asset and from its eventual disposition to the carrying amount of the asset. These projected cash flows are prepared internally by the Advisor and reflect in-place and projected leasing activity, market revenue and expense growth rates, market capitalization rates, discount rates, and changes in economic and other relevant conditions. The Company’s principal executive officer and principal financial officer review these projected cash flows to assure that the valuation is prepared using reasonable inputs and assumptions that are consistent with market data or with assumptions that would be used by a third-party market participant and assume the highest and best use of the investment. We consider trends, strategic decisions regarding future development plans, and other factors in our assessment of whether impairment conditions exist. In the event that the carrying amount exceeds the estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the asset to estimated fair value. While we believe our estimates of future cash flows are reasonable, different assumptions regarding factors such as market rents, economic conditions, and occupancy rates could significantly affect these estimates. In evaluating our investments for impairment, management may use appraisals and make estimates and assumptions, including, but not limited to, the projected date of disposition of the properties, the estimated future cash flows of the properties during our ownership, and the projected sales price of each of the properties. A future change in these estimates and assumptions could result in understating or overstating the carrying value of our investments, which could be material to our financial statements. In addition, we may incur impairment charges on assets classified as held for sale in the future if the carrying amount of the asset upon classification as held for sale exceeds the estimated fair value, less costs to sell. We also evaluate our investments in unconsolidated joint ventures at each reporting date. If we believe there is an other than temporary decline in market value, we will record an impairment charge based on these evaluations. We assess potential impairment by comparing our portion of estimated future undiscounted operating cash flows expected to be generated by the joint venture over the life of the joint venture’s assets to the carrying amount of the joint venture. In the event that the carrying amount exceeds our portion of estimated future undiscounted operating cash flows, we recognize an impairment loss to adjust the carrying amount of the joint venture to its estimated fair value. We believe the carrying value of our operating real estate assets and our investment in an unconsolidated joint venture is currently recoverable. There were no impairment charges for the three months ended March 31, 2017 and 2016. However, if market conditions worsen unexpectedly or if changes in our strategy significantly affect any key assumptions used in our fair value calculations, we may need to take charges in future periods for impairments related to our existing investments. Any such non-cash charges would have an adverse effect on our consolidated financial position and results of operations. |
Investment in Unconsolidated Joint Venture | We provide funding to third-party developers for the acquisition, development, and construction of real estate (“ADC Arrangement”). Under an ADC Arrangement, we may participate in the residual profits of the project through the sale or refinancing of the property. We evaluate this arrangement to determine if it has characteristics similar to a loan or if the characteristics are more similar to a joint venture or partnership such as participating in the risks and rewards of the project as an owner or an investment partner. When we determine that the characteristics are more similar to a jointly-owned investment or partnership, we account for the arrangement as an investment in an unconsolidated joint venture under the equity method of accounting or a direct investment (consolidated basis of accounting) instead of applying loan accounting. The ADC Arrangement is reassessed at each reporting period. See Note 8, Investment in Unconsolidated Joint Venture, for further discussion. |
Revenue Recognition | Revenue Recognition We recognize rental income generated from leases of our operating properties on a straight-line basis over the terms of the respective leases, including the effect of rent holidays, if any. Straight-line rent was income of less than $ 0.1 0.1 Hotel revenue is derived from the operations of the Courtyard Kauai Coconut Beach Hotel and consists primarily of guest room, food and beverage, and other ancillary revenues such as laundry and parking. Hotel revenue is recognized as the services are rendered. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consist of receivables related to our consolidated properties of $ 2.1 1.4 0.4 |
Furniture, Fixtures, and Equipment | Furniture, Fixtures, and Equipment Furniture, fixtures, and equipment are recorded at cost and are depreciated according to the Company’s capitalization policy, which uses the straight-line method over their estimated useful lives of five to seven years. Furniture, fixtures, and equipment associated with properties classified as held for sale are not depreciated. Maintenance and repairs are charged to operations as incurred. Accumulated depreciation associated with our furniture, fixtures, and equipment was $ 10.4 9.9 |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees are recorded at cost, accounted for as a reduction to notes payable, and are amortized to interest expense using a straight-line method that approximates the effective interest method over the life of the related debt. Deferred financing fees, net of accumulated amortization, were $ 0.7 0.8 2.0 1.9 |
Income Taxes | Income Taxes We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and have qualified as a REIT since the year ended December 31, 2008. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90 We did not record any income tax during the three months ended March 31, 2017 and 2016. We have reviewed our tax positions under GAAP guidance that clarify the relevant criteria and approach for the recognition and measurement of uncertain tax positions. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the financial statements if it is more likely than not that the tax position will be sustained upon examination. We believe it is more likely than not that the tax positions taken relative to our federal tax status as a REIT will be sustained in any tax examination. |
Foreign Currency Translation | Foreign Currency Translation For our international investments where the functional currency is other than the U.S. dollar, assets and liabilities are translated using period-end exchange rates, while the statement of operations amounts are translated using the average exchange rates for the respective period. Gains and losses resulting from the change in exchange rates from period to period are reported separately as a component of other comprehensive income (loss). Gains and losses resulting from foreign currency transactions are included in the condensed consolidated statements of operations and comprehensive income (loss). The Euro is the functional currency for the operations of Alte Jakobstraße (“AJS”) and Holstenplatz, which were both sold in 2015. We maintain a Euro-denominated bank account that is comprised primarily of the remaining proceeds from the sale of these properties and is translated into U.S. dollars at the current exchange rate at each reporting period. For the three months ended March 31, 2017 and 2016, the foreign currency translation adjustment gain was less than $ 0.1 0.2 When the Company has substantially liquidated its investment in a foreign entity, the cumulative translation adjustment (“CTA”) balance is required to be released into earnings. In accordance with Accounting Standards Update (“ASU”) 2013-05, upon disposal of the property, we would recognize the CTA as an adjustment to the gain on sale. With the sale of AJS and Holstenplatz, we no longer have foreign operations. |
Concentration of Credit Risk | Concentration of Credit Risk At March 31, 2017 and December 31, 2016, we had cash and cash equivalents deposited in certain financial institutions in excess of federally insured levels. We have diversified our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. We regularly monitor the financial stability of these financial institutions and believe that we are not exposed to any significant credit risk in cash and cash equivalents or restricted cash. Geographic and Asset Type Concentration Our investments may at times be concentrated in certain asset types that are subject to higher risk of foreclosure, or secured by assets concentrated in a limited number of geographic locations. For the three months ended March 31, 2017, 47 15 47 29 20 |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest represents the noncontrolling ownership interest’s proportionate share of the equity in our consolidated real estate investments. Income and losses are allocated to noncontrolling interest holders based generally on their ownership percentage. In certain instances, our joint venture agreement provides for liquidating distributions based on achieving certain return metrics (“promoted interest”). If a property reaches a defined return threshold, then it will result in distributions to noncontrolling interest which is different from the standard pro-rata allocation percentage. |
Earnings per Share | Earnings per Share Net income (loss) per share is calculated based on the weighted average number of common shares outstanding during each period. The weighted average shares outstanding used to calculate both basic and diluted income per share were the same for each of the three months ended March 31, 2017 and 2016 as there were no potentially dilutive securities outstanding. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of accumulated depreciation and amortization related to entity's consolidated investments in real estate assets and intangibles | As of March 31, 2017 and December 31, 2016, accumulated depreciation and amortization related to our consolidated investments in real estate assets and intangibles were as follows: Lease Acquired March 31, 2017 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,314 $ 45,898 $ 1,600 $ (137) Less: depreciation and amortization (33,667) (3,327) (1,274) 75 Net $ 130,647 $ 42,571 $ 326 $ (62) Lease Acquired December 31, 2016 Buildings and Improvements Land and Improvements Intangibles Below-Market Leases Cost $ 164,087 $ 45,885 $ 1,599 $ (137) Less: depreciation and amortization (31,728) (3,175) (1,247) 72 Net $ 132,359 $ 42,710 $ 352 $ (65) |
Schedule of anticipated amortization expense associated with acquired lease intangibles | Anticipated net amortization expense (accretion) associated with the acquired lease intangibles and acquired below-market leases for each of the following five years as of March 31, 2017 is as follows: Lease / Other Year Intangibles / Below-Market Leases April 1, 2017 - December 31, 2017 $ 11 2018 (14) 2019 (12) 2020 (10) 2021 (10) |
Schedule of cash, cash equivalents and restricted cash | We early adopted the new Financial Accounting Standards Board (“FASB”) guidance on December 31, 2016, which changed the presentation of our statements of cash flows and related disclosures for all periods presented and accordingly, the following is a summary of our cash, cash equivalents, and restricted cash total as presented in our statements of cash flows for the three months ended March 31, 2016 (in thousands): March 31, 2016 Cash and cash equivalents $ 37,990 Restricted cash 3,837 Total cash, cash equivalents, and restricted cash $ 41,827 |
Financial Instruments not Rep25
Financial Instruments not Reported at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | Carrying amounts of our notes payable and the related estimated fair value as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Notes payable $ 142,497 $ 145,638 $ 143,119 $ 146,790 Less: unamortized debt issuance costs (678) (787) Notes payable, net $ 141,819 $ 142,332 |
Real Estate and Real Estate-R26
Real Estate and Real Estate-Related Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of information pertaining to consolidated investments | As of March 31, 2017, we consolidated seven real estate assets in our condensed consolidated balance sheet. The following table presents certain information about our consolidated investments as of March 31, 2017: Ownership Property Name Description Location Date Acquired Interest Gardens Medical Pavilion Medical office building Palm Beach Gardens, Florida October 20, 2010 82% Courtyard Kauai Coconut Beach Hotel Hotel Kauai, Hawaii October 20, 2010 80% River Club and the Townhomes at River Club Student housing Athens, Georgia April 25, 2011 85% Lakes of Margate Multifamily Margate, Florida October 19, 2011 92.5% Arbors Harbor Town Multifamily Memphis, Tennessee December 20, 2011 94% 22 Exchange Student housing Akron, Ohio April 16, 2013 90% Arcadian Sugar Land (“Parkside”) Multifamily Sugar Land, Texas August 8, 2013 90% |
Investment in Unconsolidated 27
Investment in Unconsolidated Joint Venture (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Ownership in Joint Venture | The following table sets forth our ownership interest in the Huron: Ownership Interest Carrying Amount Property Name March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 The Huron N/A N/A $ 14,658 $ 14,658 Summarized balance sheet information for the unconsolidated joint venture as of March 31, 2017 and December 31, 2016, shown at 100%, is as follows (in thousands): March 31, 2017 December 31, 2016 Total assets $ 71,214 $ 72,272 Total debt, net $ 59,829 $ 56,638 Total equity $ 10,755 $ 11,957 Summarized statement of operations information for the unconsolidated joint venture for the three months ended March 31, 2017 and 2016, shown at 100%, is as follows (in thousands): March 31, 2017 March 31, 2016 Total revenues $ 438 $ Net loss $ (2,085) $ (74) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of information on notes payable | The following table sets forth information on our notes payable as of March 31, 2017 and December 31, 2016: Notes Payable as of March 31, December 31, Description 2017 2016 Interest Rate Maturity Date Courtyard Kauai Coconut Beach Hotel $ 38,000 $ 38,000 30-day LIBOR + .95% (1) 5/9/2017 (2) Gardens Medical Pavilion 12,796 12,899 4.9% 1/1/2018 River Club and the Townhomes at River Club 23,813 23,917 5.26% 5/1/2018 Lakes of Margate 14,174 14,243 5.49% and 5.92% 1/1/2020 Arbors Harbor Town 24,487 24,653 3.985% 1/1/2019 22 Exchange 19,220 19,307 3.93% 5/5/2023 Parkside (3) 10,007 10,100 5% 6/1/2018 Total debt 142,497 143,119 Deferred financing fees (678) (787) Total notes payable, net $ 141,819 $ 142,332 (1) 30-day London Interbank Offered Rate (“LIBOR”) was 0.98% at March 31, 2017. (2) The debt secured by Courtyard Kauai Coconut Beach Hotel, with a balance of $ 38 80 44 4.7 (3) Includes approximately $ 0.2 |
Contractual obligations for principal payments | The following table summarizes our contractual obligations for principal payments as of March 31, 2017: Year Amount Due April 1, 2017 - December 31, 2017 $ 39,570 2018 46,808 2019 24,307 2020 13,771 2021 404 Thereafter 17,441 Total contractual obligations for principal payments 142,301 Unamortized premium 196 Total notes payable 142,497 Less: Deferred financing fees, net (678) Notes payable, net $ 141,819 |
Leasing Activity (Tables)
Leasing Activity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Future minimum base rental payments of remaining office property | Future minimum base rental payments of our office property, Gardens Medical Pavilion, and the retail space at 22 Exchange due to us under non-cancelable leases in effect as of March 31, 2017 are as follows: Year Amount Due April 1, 2017 - December 31, 2017 $ 1,209 2018 1,399 2019 1,098 2020 993 2021 872 Thereafter 2,412 Total $ 7,983 |
Supplemental Cash Flow Inform30
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information is summarized below: Three months ended March 31, Description 2017 2016 Interest paid, net of amounts capitalized 1,484 $ 1,422 Non-cash investing activities and financing activities: Capital expenditures for real estate in accounts payable 5 Capital expenditures for real estate in accrued liabilities 45 130 Accrued distributions to noncontrolling interest 22 19 |
Business and Organization (Deta
Business and Organization (Details) | 3 Months Ended | ||
Mar. 31, 2017real / estateshares | Dec. 31, 2016shares | Jan. 19, 2007shares | |
Organization | |||
Number of real estate investments | real / estate | 8 | ||
Percentage of ownership interest by BHO II, Inc | 0.10% | ||
Percentage of remaining ownership interest held by BHO Business Trust II | 99.90% | ||
Common stock, shares outstanding (in shares) | 25,086,778 | 25,218,770 | |
Common stock, shares issued (in shares) | 25,086,778 | 25,218,770 | |
Convertible stock issued (in shares) | 1,000 | 1,000 | |
Convertible Stock Shares Outstanding | 1,000 | 1,000 | |
Real Estate Assets Consolidated Number | real / estate | 7 | ||
Initial Offering | |||
Organization | |||
Common stock, shares outstanding (in shares) | 25,100,000 | ||
Initial Offering | Lightstone Group | |||
Organization | |||
Convertible Stock Shares Outstanding | 1,000 | ||
Initial Capitalization | Behringer Harvard Holdings | |||
Organization | |||
Common stock, shares issued (in shares) | 22,471 | ||
Convertible stock issued (in shares) | 1,000 | ||
Wholly owned | |||
Organization | |||
Real Estate Assets Consolidated Number | real / estate | 1 | ||
Partially owned (joint venture) | |||
Organization | |||
Real Estate Assets Consolidated Number | real / estate | 6 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Real Estate (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total real estate | $ 173,218 | $ 175,069 |
Net | 326 | 352 |
Lease / Other Intangibles | ||
April 1, 2017 - December 31, 2017 | 11 | |
2,018 | (14) | |
2,019 | (12) | |
2,020 | (10) | |
2,021 | (10) | |
Lease Intangibles | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,600 | 1,599 |
Less: depreciation and amortization | (1,274) | (1,247) |
Net | 326 | 352 |
Acquired Below-Market Leases | ||
Property, Plant and Equipment [Line Items] | ||
Cost | (137) | (137) |
Less: depreciation and amortization | 75 | 72 |
Net | (62) | (65) |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 164,314 | 164,087 |
Less: depreciation and amortization | (33,667) | (31,728) |
Total real estate | 130,647 | 132,359 |
Land and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 45,898 | 45,885 |
Less: depreciation and amortization | (3,327) | (3,175) |
Total real estate | $ 42,571 | $ 42,710 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | $ 67,150 | $ 67,111 | $ 37,990 | |
Restricted cash | 6,177 | 6,101 | 3,837 | |
Total cash, cash equivalents, and restricted cash | $ 73,327 | $ 73,212 | $ 41,827 | $ 81,396 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Straight-line rent | $ 0.1 | $ 0.1 |
Amortization of above and below market leases | $ 0.1 | $ 0.1 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Real Estate [Line Items] | ||
Straight-line rental revenue receivables | $ 0.4 | $ 0.4 |
Consolidated properties | ||
Real Estate [Line Items] | ||
Receivables | $ 2.1 | $ 1.4 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - FF&E (Details) - Furniture, Fixtures, and Equipment - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation | $ 10.4 | $ 9.9 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 7 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Deferred Financing Fees (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Deferred financing fees, net | $ 678 | $ 787 |
Accumulated amortization of deferred financing fees | $ 2,000 | $ 1,900 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Income Taxes (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Real Estate [Line Items] | |
Required minimum percentage distribution of ordinary taxable income to stockholders to qualify as a REIT | 90.00% |
Summary of Significant Accoun39
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Real Estate [Line Items] | ||
Cumulative foreign currency translation adjustment | $ 0.1 | $ 0.2 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Geographic and Asset type concentration (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Hawaii [Member] | Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 47.00% |
Florida [Member] | Geographic Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 15.00% |
Hotels | Real Estate Asset Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 47.00% |
Multifamily | Real Estate Asset Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 29.00% |
Student Housing | Real Estate Asset Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 20.00% |
Assets and Liabilities Measur41
Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Assets | ||
Impairment charge | $ 0 | $ 0 |
Financial Instruments not Rep42
Financial Instruments not Reported at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Notes payable, carrying amount | $ 142,497 | $ 143,119 |
Less: unamortized debt issuance costs, carrying amounts | (678) | (787) |
Notes payable, net, carrying amount | 141,819 | 142,332 |
Notes payable, fair value | $ 145,638 | $ 146,790 |
Real Estate and Real Estate-R43
Real Estate and Real Estate-Related Investments - Consolidated Properties (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Gardens Medical Pavilion | |
Real Estate Properties [Line Items] | |
Ownership Interest | 82.00% |
Courtyard Kauai Coconut Beach Hotel | |
Real Estate Properties [Line Items] | |
Ownership Interest | 80.00% |
River Club and the Townhomes at River Club | |
Real Estate Properties [Line Items] | |
Ownership Interest | 85.00% |
Lakes of Margate | |
Real Estate Properties [Line Items] | |
Ownership Interest | 92.50% |
Arbors Harbor Town | |
Real Estate Properties [Line Items] | |
Ownership Interest | 94.00% |
22 Exchange | |
Real Estate Properties [Line Items] | |
Ownership Interest | 90.00% |
Arcadian Sugar Land (“Parkside”) | |
Real Estate Properties [Line Items] | |
Ownership Interest | 90.00% |
Investment in Unconsolidated 44
Investment in Unconsolidated Joint Venture (Details) - USD ($) | May 08, 2017 | May 24, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | |||||
Mezzanine financing to unaffiliated third party Entity | $ 15,300,000 | ||||
Amount of senior construction loan taken by unconsolidated joint venture | 40,000,000 | ||||
Outstanding principal balance under mezzanine Loan | $ 15,300,000 | ||||
Capitalized interest costs | 0 | $ 100,000 | |||
Carrying Amount | 14,658,000 | $ 14,658,000 | |||
Equity in earnings (losses) | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Annual interest rate for mezzanine loan | 11.00% | ||||
Initial Advance to Joint Venture | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Advances | $ 15,300,000 | ||||
Minimum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Annual interest rate for mezzanine loan | 10.00% | ||||
Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Annual interest rate for mezzanine loan | 18.00% |
Investment in Unconsolidated 45
Investment in Unconsolidated Joint Venture - Summary of Balance Sheet Information (Details) - Prospect Park - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Total assets | $ 71,214 | $ 72,272 |
Total debt, net | 59,829 | 56,638 |
Total equity | $ 10,755 | $ 11,957 |
Investment in Unconsolidated 46
Investment in Unconsolidated Joint Venture - Summary of Statement of Operations Information (Details) - Prospect Park - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Total revenues | $ 438 | $ 0 |
Net loss | $ (2,085) | $ (74) |
Notes Payable - Information on
Notes Payable - Information on Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 142,497 | $ 143,119 | |
Deferred financing fees | 678 | 787 | |
Notes payable, net | 141,819 | 142,332 | |
Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 141,800 | ||
Courtyard Kauai Coconut Beach Hotel | |||
Debt Instrument [Line Items] | |||
Variable rate basis, description | 30-day LIBOR | ||
Variable interest rate (as a percent) | 0.95% | ||
Courtyard Kauai Coconut Beach Hotel | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 38,000 | 38,000 | |
Variable rate basis, description | [1] | 30-day LIBOR | |
Variable interest rate (as a percent) | [1] | 0.95% | |
Debt Instrument, Maturity Date | [2] | May 9, 2017 | |
Gardens Medical Pavilion | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 12,796 | 12,899 | |
Interest rate (as a percent) | 4.90% | ||
Debt Instrument, Maturity Date | Jan. 1, 2018 | ||
River Club and the Townhomes at River Club | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 23,813 | 23,917 | |
Interest rate (as a percent) | 5.26% | ||
Debt Instrument, Maturity Date | May 1, 2018 | ||
Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 14,174 | 14,243 | |
Debt Instrument, Maturity Date | Jan. 1, 2020 | ||
Arbors Harbor Town | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 24,487 | 24,653 | |
Interest rate (as a percent) | 3.985% | ||
Debt Instrument, Maturity Date | Jan. 1, 2019 | ||
22 Exchange | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | $ 19,220 | 19,307 | |
Interest rate (as a percent) | 3.93% | ||
Debt Instrument, Maturity Date | May 5, 2023 | ||
Parkside | Notes payable | |||
Debt Instrument [Line Items] | |||
Notes payable, net | [3] | $ 10,007 | $ 10,100 |
Interest rate (as a percent) | 5.00% | ||
Debt Instrument, Maturity Date | Jun. 1, 2018 | ||
Minimum | Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 5.49% | ||
Maximum | Lakes of Margate | Notes payable | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 5.92% | ||
[1] | 30-day London Interbank Offered Rate (“LIBOR”) was 0.98% at March 31, 2017. | ||
[2] | The debt secured by Courtyard Kauai Coconut Beach Hotel, with a balance of $38 million at March 31, 2017, matured on May 9, 2017. We, through our 80% ownership interest in a joint venture, refinanced the debt on May 8, 2017 with a new lender for up to $44 million in proceeds. The interest rate went from a 30-day LIBOR + .95%, to 30-day LIBOR + 4.7% on the new debt. The new loan matures in three years with two one-year extensions available. See Note 16, Subsequent Events for additional information. | ||
[3] | Includes approximately $0.2 million of unamortized premium related to debt we assumed at acquisition. |
Notes Payable - Contractual Obl
Notes Payable - Contractual Obligations for Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
April 1, 2017 - December 31, 2017 | $ 39,570 | |
2,018 | 46,808 | |
2,019 | 24,307 | |
2,020 | 13,771 | |
2,021 | 404 | |
Thereafter | 17,441 | |
Total contractual obligations for principal payments | 142,301 | |
Unamortized premium | 196 | |
Total notes payable | 142,497 | $ 143,119 |
Less: Deferred financing fees, net | (678) | (787) |
Notes payable, net | $ 141,819 | $ 142,332 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) $ in Thousands | May 08, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Deferred financing fees | $ 678 | $ 787 | |||
Capitalized interest costs | 0 | $ 100 | |||
Debt Instrument, Unamortized Premium | $ 196 | ||||
London Interbank Offered Rate ("LIBOR") | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.98% | ||||
Notes payable | |||||
Debt Instrument [Line Items] | |||||
Notes payable, net | $ 141,800 | ||||
Huron | |||||
Debt Instrument [Line Items] | |||||
Capitalized interest costs | $ 100 | ||||
Courtyard Kauai Coconut Beach Hotel | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 38,000 | ||||
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.95% | ||||
Courtyard Kauai Coconut Beach Hotel | Subsequent Event [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 44,000 | ||||
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.70% | ||||
Equity Method Investment, Ownership Percentage | 80.00% | ||||
Courtyard Kauai Coconut Beach Hotel | Notes payable | |||||
Debt Instrument [Line Items] | |||||
Notes payable, net | $ 38,000 | 38,000 | |||
Debt Instrument, Description of Variable Rate Basis | [1] | 30-day LIBOR | |||
Debt Instrument, Basis Spread on Variable Rate | [1] | 0.95% | |||
Parkside | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Unamortized Premium | $ 200 | ||||
Parkside | Notes payable | |||||
Debt Instrument [Line Items] | |||||
Notes payable, net | [2] | $ 10,007 | $ 10,100 | ||
[1] | 30-day London Interbank Offered Rate (“LIBOR”) was 0.98% at March 31, 2017. | ||||
[2] | Includes approximately $0.2 million of unamortized premium related to debt we assumed at acquisition. |
Leasing Activity (Details)
Leasing Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Operating Leased Assets [Line Items] | |
Maximum lease term | 1 year |
Future minimum base rental payments due to entity under non-cancelable leases | |
April 1, 2017 - December 31, 2017 | $ 1,209 |
2,018 | 1,399 |
2,019 | 1,098 |
2,020 | 993 |
2,021 | 872 |
Thereafter | 2,412 |
Total | $ 7,983 |
Derivative Instruments and He51
Derivative Instruments and Hedging Activities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Derivative Not Designated as Hedging Instruments | |
Derivative Instruments and Hedging Activities | |
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR plus 3% |
Courtyard Kauai Coconut Beach Hotel | |
Derivative Instruments and Hedging Activities | |
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR |
Courtyard Kauai Coconut Beach Hotel | Interest Rate Cap | Derivative Not Designated as Hedging Instruments | |
Derivative Instruments and Hedging Activities | |
Notational value | $ 38 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Related party transaction | |||||
Asset management fees | $ 509 | $ 614 | |||
Advisor | |||||
Related party transaction | |||||
Acquisition and advisory fees as percentage of purchase, development, construction, or improvement of each asset acquired | 1.50% | ||||
Acquisition and advisory fees as percentage of funds advanced in respect of loan investment | 1.50% | ||||
Acquisition and advisory fees incurred | $ 0 | 0 | |||
Reimbursement of acquisition expense | $ 0 | 0 | |||
Percentage of debt financing fee payable under loan or line of credit | 0.50% | ||||
Debt financing fee | $ 0 | 0 | |||
Monthly asset management fee | 0.70% | ||||
Asset management fees | $ 400 | 600 | $ 1,325 | ||
Development fee paid to advisor or its affiliates | 0 | 0 | |||
Administrative services cost incurred and expensed | 300 | 300 | |||
Due diligence | 100 | 100 | |||
Property management fees or oversight fees incurred | $ 100 | 100 | |||
Construction management fees, percentage | 5.00% | ||||
Construction management fees | $ 0 | $ 0 | |||
Payment of Administrative Service Costs Maximum Period | 45 years | ||||
Payable to external advisor and affiliates | $ 500 | $ 400 | |||
Advisor | Minimum | |||||
Related party transaction | |||||
Operating expenses in excess of average invested assets | 2.00% | ||||
Operating expenses in excess of net income | 25.00% | ||||
Advisor | Scenario, Forecast | |||||
Related party transaction | |||||
Administrative services fee | $ 1,325 | $ 1,300 | |||
Advisor | |||||
Related party transaction | |||||
Property management fees as percentage of gross revenues of properties | 4.00% | ||||
Oversight fee as percentage of gross revenues of property managed | 0.50% | ||||
Asset Purchases | Advisor | |||||
Related party transaction | |||||
Percentage of reimbursement of acquisition expense | 0.25% | ||||
Development, Construction or Improvement of Assets | Advisor | |||||
Related party transaction | |||||
Percentage of reimbursement of acquisition expense | 0.25% | ||||
Funds Advanced for Loan Investment | Advisor | |||||
Related party transaction | |||||
Percentage of reimbursement of acquisition expense | 0.25% |
Supplemental Cash Flow Inform53
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of amounts capitalized | $ 1,484 | $ 1,422 |
Non-cash investing activities and financing activities: | ||
Capital expenditures for real estate in accounts payable | 0 | 5 |
Capital expenditures for real estate in accrued liabilities | 45 | 130 |
Accrued distributions to noncontrolling interest | $ 22 | $ 19 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | May 08, 2017 | Mar. 23, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | May 10, 2017 |
Subsequent Event [Line Items] | |||||
Repayments of Notes Payable | $ 581 | $ 424 | |||
Outstanding Principal Balance under Mezzanine Loan | $ 15,300 | ||||
Mezzanine Loan [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | interest rateto 11% for the entire balance of the loan. | ||||
Senior Loans [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Description of Variable Rate Basis | interest rate 75 basis points to 30-day LIBOR plus 375 basis points | ||||
Debt Instrument, Maturity Date | Mar. 24, 2018 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Shares approved for redemption (in shares) | 90,193 | ||||
Shares approved for redemption | $ 500 | ||||
Subsequent Event | Courtyard Kauai Coconut Beach Hotel Kauai [Member] | Notes Payable, Other Payables [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Notes Payable | $ 38,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 44,000 | ||||
Debt Instrument, Basis Spread on Variable Rate | 4.70% | ||||
Debt Instrument, Description of Variable Rate Basis | 30-day LIBOR | ||||
Debt Instrument, Term | 3 years | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 36,000 | ||||
Equity Method Investment, Ownership Percentage | 80.00% |