Acquisitions | 12 Months Ended |
Dec. 31, 2013 |
Acquisitions [Abstract] | ' |
Acquisitions | ' |
3. Acquisitions |
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Arkansas Hotel Portfolio |
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On June 18, 2013, the Company, through LVP TPS Little Rock Holdings LLC and LVP TPS Fayetteville Holdings, LLC, both joint venture subsidiaries of our Operating Partnership, completed the portfolio acquisition of 95% ownership interests in two 92-room limited service hotels (the "Arkansas Hotel Portfolio"), which operate as TownePlace Suites by Marriott, located in Little Rock, which we refer to as the TownePlace Suites - Little Rock, and Johnson/Springdale, Arkansas, which we refer to as the TownePlace Suites - Fayetteville, from certain limited liability companies controlled by the same seller, an unrelated third party. The remaining 5% ownership interests were acquired by TPSLR, LLC for the TownePlace Suites - Little Rock and TPSFN, LLC for the TownePlace Suites - Fayetteville, respectively, both unrelated third parties. |
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The Arkansas Hotel Portfolio was acquired as part of a transaction in which the third party sellers sold a portfolio of four hotel properties, two of which comprise the Arkansas Hotel Portfolio, and two hotel properties acquired by Lightstone Value Plus Real Estate Investment Trust, Inc. ("Lightstone REIT I"). The aggregate purchase price paid for the four properties was $29.1 million, of which $10.7 million related to the Arkansas Hotel Portfolio and such amount was determined based on an internal allocation of the purchase price which was approved by the separate boards of directors of the Company and Lightstone REIT I. Additionally, in connection with the acquisition, our advisor received an acquisition fee equal to 0.95% of the contractual purchase price of $10.7 million, or approximately $102. The fair value of the assets acquired of $11.9 million exceeded the aggregate cost of $10.7 million, resulting in the recognition of a bargain purchase gain of approximately $1.2 million in the consolidated statements of operations during the second quarter of 2013. |
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The acquisition was funded with $3.7 million in cash and a $7.0 million demand note, or the Demand Note, entered into between our Operating Partnership and Lightstone Value Plus Real Estate Investment Trust, Inc. ("Lightstone REIT I"). The Demand Note was due on demand and bore interest at a floating rate of LIBOR plus 4.95%. We paid $3.0 million of the Demand Note's balance in June 2013 and repaid the remaining $4.0 million on July 30, 2013. |
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We established a separate taxable REIT subsidiary, or TRS for both the TownePlace Suites - Fayetteville and the TownePlace Suites - Little Rock, respectively, which have each entered into operating lease agreements for each respective hotel. At closing, each TRS entered into a separate management agreement with a management company controlled by the minority owner of each hotel for the management of the respective hotel. Additionally, each TRS entered into a 20-year franchise agreement, or the Franchise Agreement, with Marriott, pursuant to which the TownePlace Suites - Fayetteville and the TownePlace Suites - Little Rock Hotel will both continue to operate as a "TownePlace Suites by Marriott," which commenced on June 18, 2013. |
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The acquisition of the Arkansas Hotel Portfolio was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition of the Arkansas Hotel Portfolio has been allocated to the assets acquired based upon their estimated fair values as of the date of the acquisition. There was no contingent consideration related to this acquisition. Approximately $2.0 million was allocated to land and improvements, $8.0 million was allocated to building and improvements, and $1.9 million was allocated to furniture and fixtures and other assets. |
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The aggregate capitalization rate for the Arkansas Hotel Portfolio as of the closing of the acquisition was approximately 10.6%. We calculate the capitalization rate for a real property by dividing net operating income of the property by the purchase price of the property, excluding costs. For purposes of this calculation, net operating income is determined using the projected or budgeted net operating income based upon then-current projections. Additionally, net operating income is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation. |
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SpringHill Suites - Peabody |
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On July 13, 2012, the Company entered into an Assignment and Assumption of Purchase and Sale Agreement (the "Assignment") with Lightstone Acquisitions V LLC (the "Assignor"), an affiliate of the Company's Sponsor. Under the terms of the Assignment, the Company was assigned the rights and assumed the obligations of the Assignor with respects to certain Purchase and Sale Agreement (the "Purchase Agreement"), dated March 12, 2012, made between the Assignor as the Purchaser and Springhill Peabody HH LLC as the Seller, as amended, whereby the Assignor contracted to purchase a six story, 164-suite, limited services hotel located in Peabody, Massachusetts which operates as a SpringHill Suites by Marriott (the "SpringHill Suites - Peabody") which was constructed and commenced operations in July 2002. |
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On July 13, 2012, the Company completed the acquisition of the SpringHill Suites - Peabody from the Seller, an unrelated third party. In connection with the acquisition, the Company assumed the existing Management Agreement with Marriott and simultaneously gave the requisite 30-day notice for early termination, which required the payment of a termination fee (the "Termination Fee") of approximately $1.2 million to Marriott. Contemporaneously, the Company entered into a 20-year franchise agreement (the "Franchise Agreement") with Marriott, pursuant to which the SpringHill Suites - Peabody continued to operate as a SpringHill Suites by Marriott commencing on August 11, 2012. The Company has established a TRS, which has entered into an operating lease agreement for the SpringHill Suites - Peabody. The TRS has also entered into a new management agreement (the "SSH Peabody Management Agreement") with an unrelated third party for the management of the SpringHill Suites - Peabody which commenced on August 11, 2012. |
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The SSH Peabody Management Agreement has an initial term of one-year and automatically renews for additional one-year terms on the anniversary date provided 60-day advance written notice is not provided by either party. The SSH Peabody Management Agreement provides for (i) a basic management fee equal to 3% of total revenues, (ii) a centralized accounting services fee of $3 per month, subject annual increases based on the consumer price index, and (iii) an incentive management fee equal to 15% of the amount by which gross operating profit, as defined, exceeds a prescribed threshold, subject to a cap of 2.0% of total annual revenues. |
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The aggregate cost for the SpringHill Suites - Peabody was approximately $10.1 million, including the Termination Fee and approximately $0.8 million for a furniture, fixtures and equipment reserve (the "FFE Reserve") held in escrow by Marriott. In connection with the acquisition, the Company's incurred closing and other transaction costs of approximately $0.2 million, including an acquisition fee equal to 0.95% of the contractual purchase price less the Termination Fee, or approximately $85, paid to the Company's advisor. The acquisition was funded in part with cash and proceeds from a $5.3 million mortgage obtained by the Company from the Bank of the Ozarks. The FFE Reserve was subsequently released from escrow by Marriott in October 2012 as a result of the termination of the existing Management Agreement. |
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The acquisition was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. The fair value of the assets acquired of $13.6 million exceeded the aggregate cost of $10.1 million, resulting in the recognition of a bargain purchase gain of approximately $3.5 million in the consolidated statements of operations during the third quarter of 2012. There was no contingent consideration related to this acquisition. Approximately $2.8 million was allocated to land, $9.0 million was allocated to building and improvements and $1.0 million was allocated to furniture and fixtures. Additionally, the FFE Reserve was recorded at its cost of approximately $0.8 million. |
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The capitalization rate for the SpringHill Suites - Peabody as of the closing of the acquisition was 10.5%. We calculate the capitalization rate for a real property by dividing net operating income of the property by the purchase price of the property, excluding costs. For purposes of this calculation, net operating income was determined using the projected or budgeted net operating income of the property based upon then-current projections. Additionally, net operating income is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation. |
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Restructuring of Mortgage Loan Secured by a Limited Service Hotel Located in East Rutherford, New Jersey (the "Fairfield Inn - East Rutherford") and Simultaneous Acquisition of the Hotel. |
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On December 31, 2012, the Company, and LVP East Rutherford, LLC ("LVP East Rutherford"), a newly formed majority-owned subsidiary, entered into a Restructuring Agreement (the "Restructuring Agreement") with a syndicate of unrelated third-party investors, including Moody National FFI Meadowlands Rollup LLC (collectively, the "Borrowers") and Moody National FFI Meadowlands MT, LLC (together with the Borrowers, the "Borrower Parties"). The Borrowers were the owners of the Fairfield Inn - East Rutherford, which operates as a Fairfield Inn under a franchise agreement with Marriott International Inc. ("Marriott") and is managed by an unrelated third party under a management agreement with an initial term that expires in August 2017. |
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Previously, on June 29, 2010, the Company purchased a fixed-rate, nonrecourse mortgage note (the "Loan") with an original principal balance of $18.7 million for $7.9 million from an unrelated third-party financial institution. The Loan, which was secured by the Fairfield Inn - East Rutherford, had been in default since February 2009 and the carrying value of the Company's investment in the Loan was approximately $7.0 million as of December 30, 2012. Additionally, during the year ended December 31, 2011, the Company applied $0.1 million of excess cash received to outstanding principal. During the years ended December 31, 2012 and 2011 the Company recognized approximately $0.8 million and $1.0 of interest income, respectively. |
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Under the terms of the Restructuring Agreement, the Borrowers contributed the Fairfield Inn - East Rutherford to LVP East Rutherford and the Borrower Parties and the Company received 17.4% and 82.6%, respectively, of the outstanding common units in LVP East Rutherford. Additionally, the Company issued a promissory note (the "Promissory Note") in the principal amount of $6.3 million to LVP East Rutherford which is secured by the Fairfield Inn - East Rutherford. The Promissory Note has an initial maturity date of January 6, 2021, bears interest at 9.00%, and requires monthly principal and interest payments pursuant to a 30-year amortization schedule through its stated maturity. LVP East Rutherford also has an option to further extend the maturity of the Promissory Note for two additional one-year periods. Upon consummation of the transactions provided for in the Restructuring Agreement, all existing obligations under the Loan were satisfied in full. |
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On December 31, 2012, the transactions provided for in the Restructuring Agreement were consummated. Simultaneously, the Company purchased an additional 5.1% of the outstanding common units of LVP East Rutherford for $0.1 million from various Borrowers that chose not to participate in the Restructuring Agreement. As a result, the Company holds in the aggregate 87.7% of the outstanding common units of LVP East Rutherford. |
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Under the terms of the operating agreement of LVP East Rutherford, the Company is the majority holder and manager of, and has the ability to make all major decisions regarding, LVP East Rutherford, unless they relate to certain agreements with affiliated parties or amendments to the operating agreement that may adversely affect a minority interest holder in a disproportionate manner to other members of the same class of stock. LVP East Rutherford has two authorized classes of stock consisting of preferred units, none of which have been issued at this time, and common units. Distributions will be first to the preferred units, if any, and then to the common units in proportion to their ownership interests. |
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The Fairfield Inn - East Rutherford, which opened in 1997 and was renovated in 2007, has 141 rooms, including 39 king guestrooms, 89 double/double guestrooms, nine double rooms, and four suites. Located at 850 Paterson Plank Road in East Rutherford, NJ, the Fairfield Inn - East Rutherford is in immediate proximity to Teterboro Airport and Meadowlands Sports Complex, seven miles west of New York City and 15 miles from Newark International Airport. |
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The Company has established a TRS, which has entered into an operating lease agreement for the Fairfield Inn - East Rutherford and a relicensing franchise agreement (the "Franchise Agreement") with Marriott for the Fairfield Inn - East Rutherford which runs through 2025. |
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The aggregate cost for the Fairfield Inn - East Rutherford was approximately $7.4 million. The acquisition was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. The fair value of the assets acquired of $11.7 million exceeded the aggregate cost of $7.4 million, resulting in the recognition of a bargain purchase gain of approximately $4.3 million in the consolidated statements of operations during the year ended December 31, 2012. There was no contingent consideration related to this acquisition. |
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Approximately $2.5 million was allocated to land, $8.4 million was allocated to building and improvements and $0.8 million was allocated to furniture and fixtures. |
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The capitalization rate for the Fairfield Inn - East Rutherford as of the closing of the acquisition was 8.0%. We calculate the capitalization rate for a real property by dividing net operating income of the property by the purchase price of the property, excluding costs. For purposes of this calculation, net operating income was determined using the projected or budgeted net operating income of the property based upon then-current projections. Additionally, net operating income is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation. |
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TownePlace Suites - Metairie |
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On January 19, 2011, the Company, through LVP Metairie JV, LLC ("LVP Metairie JV"), a joint venture, completed the acquisition of a 95% ownership interest in a four-story, limited service extended-stay hotel located in Harahan, Louisiana ("TownePlace Suites - Metairie") from Citrus Suites, LLC (the "Seller"). The remaining 5% ownership interest was acquired by TPS Metairie, LLC, an unrelated third party. During the three months ended March 31, 2011, TPS Metairie LLC contributed $0.7 million to LVP Metairie JV. The TownePlace Suites - Metairie, which has immediate access to the New Orleans Airport, will operate as a "TownePlace Suites" pursuant to a Relicensing Franchise Agreement ("Franchise Agreement") with Marriott International, Inc. ("Marriott"). The Seller was not affiliated with the Company or its subsidiaries. |
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The aggregate purchase price for the TownePlace Suites - Metairie was approximately $12.2 million, inclusive of closing and other transaction-related costs. Additionally, in connection with the acquisition, the Company's advisor received an acquisition fee of $0.1 million which was equal to 0.95% of the Company's proportionate share of the total contract price of $12.0 million, or $11.4 million. The acquisition was funded with cash proceeds from the sale of the Company's common stock. |
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We established a TRS which has entered into an operating lease agreement for the TownePlace Suites - Metairie. The TRS has also entered into a management agreement (the "TownePlace Suites Management Agreement") with an unrelated third party for the management of the TownePlace Suites - Metairie, and the Franchise Agreement with Marriott. |
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The capitalization rate for the acquisition of the TownePlace Suites during 2011 was 10.7%. The Company calculates the capitalization rate for real property by dividing the net operating income of the property by the purchase price of the property, excluding costs. For purposes of this calculation, net operating income was determined using the projected or budgeted net operating income of the property based upon then-current projections. Additionally, net operating income is all gross revenues from the property less all operating expenses, including property taxes and management fees but excluding depreciation and amortization. |
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The Company's interest in LVP Metairie JV is a managing interest. Generally, quarterly distributions have been made, beginning on May 10, 2011, (i) initially, to the Company and TPS Metairie, LLC on a pro rata basis in proportion to each member's equity interest percentage until an annualized preferred return of 12% is achieved on their invested capital and (ii) thereafter, 85% to the Company and TPS Metairie, LLC pro rata in accordance with their respective ownership interest and 15% to the Sherman Family Trust, a third party related to TPS Metairie, LLC but not related to the Company. Beginning on January 19, 2011, the Company has consolidated the operating results and financial condition of TownePlace Suites and accounted for the ownership interest of TPS Metairie, LLC and any allocations of earnings and distributions to the Sherman Family Trust as noncontrolling interests. |
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During the year ended December 31, 2013, LVP Metairie JV made total distributions of approximately $3,319 ($3,144 and $306 to the Company and TPS Metairie, LLC, respectively). The 2013 distributions consisted of approximately $600 ($561 and $39 to the Company and TPS Metairie LLC, respectively) of annualized preferred returns and approximately $2,719 ($2,583 and $136 to the Company and LVP Metairie LLC, respectively) of return of invested capital. During the year ended December 31, 2012, LVP Metairie JV made total distributions of approximately $6,120 ($5,814 and $306 to the Company and TPS Metairie, LLC, respectively). The 2012 distributions consisted of approximately $1,575 ($1,497 and $78 to the Company and TPS Metairie LLC, respectively) of annualized preferred returns and approximately $4,545 ($4,317 and $228 to the Company and LVP Metairie LLC, respectively) of return of invested capital. The 2012 distributions include the net proceeds from a $6.0 million mortgage loan obtained on March 14, 2012 (see Note 6). During the year ended December 31, 2011, LVP Metairie JV made total distributions of approximately $784 ($745 and $39 to the Company and TPS Metairie, LLC, respectively), all of which related to the annualized preferred return. |
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The acquisition was accounted for under the purchase method of accounting with the Company treated as the acquiring entity. Accordingly, the consideration paid by the Company to complete the acquisition has been allocated to the assets acquired based upon their fair values as of the date of the acquisition. There was no contingent consideration related to this acquisition. |
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Approximately $1.8 million was allocated to land, $9.7 million was allocated to building and improvements and $0.5 million was allocated to furniture and fixtures. |
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Financial Information |
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The following table provides the total amount of rental revenue and net income included in the Company's consolidated statements of operations from the TownePlace Suites - Metairie, the SpringHill Suites - Peabody, the Fairfield Inn - East Rutherford and the Arkansas Hotel Portfolio since their respective dates of acquisition for the periods indicated: |
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| | For the Years Ended December 31, | |
| | 2013 | | | 2012 | | | 2011 | |
Rental revenue | | $ | 13,058 | | | $ | 5,942 | | | $ | 2,978 | |
Net income(1)(2) | | $ | 1,084 | | | $ | 8,005 | | | $ | 536 | |
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Note: |
| -1 | Includes the $7.9 million bargain purchase gain recorded in the year ended December 31, 2012 in connection with the acquisitions of the SpringHill Suites - Peabody and the Fairfield Inn - East Rutherford. | | | | | | | | | | |
| -2 | Includes the approximately $1.3 million bargain purchase gain recorded in the year ended December 31, 2013 in connection with the acquisition of the Arkansas Hotel Portfolio. | | | | | | | | | | |
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The following table provides unaudited pro forma results of operations for the periods indicated, as if the TownePlace Suites - Metairie, the SpringHill Suites - Peabody, the Fairfield Inn - East Rutherford and the Arkansas Hotel Portfolio had been acquired at the beginning of the earliest period presented. Such pro forma results are not necessarily indicative of the results that actually would have occurred had these acquisitions been completed on the dates indicated, nor are they indicative of the future operating results of the combined company. |
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| | For the Years Ended December 31, | |
| | 2013 | | | 2012 | | | 2011 | |
Pro forma rental revenue | | $ | 14,699 | | | $ | 15,254 | | | $ | 13,957 | |
Pro forma net income/(loss) per Company's common share (3)(4) | | $ | 295 | | | $ | 115 | | | $ | (1,123 | ) |
Pro forma net income/(loss) per Company's common share, basic and diluted(3)(4) | | $ | 0.05 | | | $ | 0.05 | | | $ | (0.28 | ) |
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Note: |
| -3 | Excludes $7.9 million bargain purchase gain recorded in the year ended December 31, 2012 in connection with the acquisitions of the SpringHill Suites - Peabody and the Fairfield Inn - East Rutherford. | | | | | | | | | | |
| -4 | Excludes the approximately $1.3 million bargain purchase gain recorded in the year ended December 31, 2013 in connection with the acquisition of the Arkansas Hotel Portfolio. | | | | | | | | | | |
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