Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 15, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC. | ||
Entity Central Index Key | 1583077 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 15,095,634 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $21.10 |
CONSOLIDATEDCOMBINED_BALANCE_S
CONSOLIDATED/COMBINED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Equity | ||
Total equity | $201,795,000 | $88,690,000 |
Successor | ||
Real estate investments: | ||
Land | 12,061,000 | |
Buildings and improvements | 81,176,000 | |
Furniture, fixtures and equipment | 5,308,000 | |
Total real estate investments | 98,545,000 | |
Less: accumulated depreciation and amortization | -2,796,000 | |
Total real estate investments, net | 95,749,000 | |
Cash and cash equivalents | 131,861,000 | |
Acquisition deposit | 75,000,000 | |
Restricted cash | 3,437,000 | |
Investments in unconsolidated entities | 5,475,000 | |
Below-market lease asset, net | 8,060,000 | |
Prepaid expenses and other assets | 11,801,000 | |
Deferred financing fees, net | 1,991,000 | |
Total Assets | 333,374,000 | |
LIABILITIES AND EQUITY | ||
Mortgage note payable | 45,500,000 | |
Promissory notes payable | 64,849,000 | |
Accounts payable and accrued expenses | 14,219,000 | |
Due to affiliates | 7,011,000 | 600,000 |
Total liabilities | 131,579,000 | |
Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding | 0 | |
Common stock, $0.01 par value, 300,000,000 shares authorized, 10,163,206 and 8,888 shares issued and outstanding, respectively | 102,000 | |
Additional paid-in capital | 221,379,000 | |
Deficit | -19,686,000 | |
Members' equity | 0 | |
Total equity | 201,795,000 | |
Total Liabilities and Equity | 333,374,000 | |
Predecessor | ||
Real estate investments: | ||
Land | 15,878,000 | |
Buildings and improvements | 118,356,000 | |
Furniture, fixtures and equipment | 13,297,000 | |
Total real estate investments | 147,531,000 | |
Less: accumulated depreciation and amortization | -31,390,000 | |
Total real estate investments, net | 116,141,000 | |
Cash and cash equivalents | 10,520,000 | |
Acquisition deposit | 0 | |
Restricted cash | 1,522,000 | |
Investments in unconsolidated entities | 4,381,000 | |
Below-market lease asset, net | 0 | |
Prepaid expenses and other assets | 1,830,000 | |
Deferred financing fees, net | 848,000 | |
Total Assets | 135,242,000 | |
LIABILITIES AND EQUITY | ||
Mortgage note payable | 41,449,000 | |
Promissory notes payable | 0 | |
Accounts payable and accrued expenses | 5,297,000 | |
Due to affiliates | 0 | |
Total liabilities | 46,746,000 | |
Equity | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding | 0 | |
Common stock, $0.01 par value, 300,000,000 shares authorized, 10,163,206 and 8,888 shares issued and outstanding, respectively | 0 | |
Additional paid-in capital | 0 | |
Deficit | 0 | |
Members' equity | 88,496,000 | |
Total equity | 88,496,000 | |
Total Liabilities and Equity | $135,242,000 |
CONSOLIDATEDCOMBINED_BALANCE_S1
CONSOLIDATED/COMBINED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, outstanding | 10,163,206 | |
Successor | ||
Preferred stock, par value | 0.01 | |
Preferred stock, authorized | 50,000,000 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Common stock, par value | 0.01 | |
Common stock, authorized | 300,000,000 | |
Common stock, issued | 10,163,206 | |
Common stock, outstanding | 10,163,206 | |
Predecessor | ||
Preferred stock, par value | $0.01 | |
Preferred stock, authorized | 50,000,000 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding | 0 | |
Common stock, par value | $0.01 | |
Common stock, authorized | 300,000,000 | |
Common stock, issued | 8,888 | |
Common stock, outstanding | 8,888 |
CONSOLIDATEDCOMBINED_STATEMENT
CONSOLIDATED/COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 20, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
Operating expenses | |||
Provision for income taxes | $0 | ||
Net income (loss) and comprehensive income (loss) | -605 | -14,841 | |
Successor | |||
Revenues | |||
Rooms | 26,163 | ||
Food and beverage | 5,612 | ||
Other | 3,096 | ||
Total revenue | 34,871 | ||
Operating expenses | |||
Rooms | 5,411 | ||
Food and beverage | 3,785 | ||
Management fees - related party | 1,498 | ||
Other property-level operating expenses | 13,049 | ||
Depreciation and amortization | 2,796 | ||
Gain on disposal of assets | 0 | ||
Rent | 3,879 | ||
Total operating expenses | 30,418 | ||
Income from operations | 4,453 | ||
Interest income | 103 | ||
Interest expense | -5,958 | ||
Acquisition and transaction related costs | -10,884 | ||
Equity in earnings (losses) of unconsolidated entities | 352 | ||
General and administrative | -2,316 | ||
Total other income (expenses) | -18,703 | ||
Net income (loss) before taxes | -14,250 | ||
Provision for income taxes | 591 | ||
Net income (loss) and comprehensive income (loss) | -14,841 | ||
Comprehensive Income (Loss) | -14,841 | ||
Basic and diluted net loss per share (in dollars per share) | ($5.25) | ||
Basic and diluted weighted average shares outstanding (in shares) | 2,826,352 | ||
Predecessor | |||
Revenues | |||
Rooms | 6,026 | 30,489 | |
Food and beverage | 1,543 | 6,267 | |
Other | 676 | 3,041 | |
Total revenue | 8,245 | 39,797 | |
Operating expenses | |||
Rooms | 1,405 | 6,340 | |
Food and beverage | 1,042 | 4,461 | |
Management fees - related party | 289 | 1,471 | |
Other property-level operating expenses | 3,490 | 15,590 | |
Depreciation and amortization | 994 | 5,105 | |
Gain on disposal of assets | 0 | 74 | |
Rent | 933 | 4,321 | |
Total operating expenses | 8,153 | 37,362 | |
Income from operations | 92 | 2,435 | |
Interest income | 0 | 0 | |
Interest expense | -531 | -2,265 | |
Acquisition and transaction related costs | 0 | 0 | |
Equity in earnings (losses) of unconsolidated entities | -166 | -65 | |
General and administrative | 0 | 0 | |
Total other income (expenses) | -697 | -2,330 | |
Net income (loss) before taxes | -605 | 105 | |
Provision for income taxes | 0 | 0 | |
Net income (loss) and comprehensive income (loss) | -605 | 105 | |
Comprehensive Income (Loss) | ($605) | $105 |
CONSOLIDATEDCOMBINED_STATEMENT1
CONSOLIDATED/COMBINED STATEMENT OF CHANGES IN EQUITY (USD $) | Total | Common stock | Additional Paid-in Capital | Deficit | Total Stockholders' Equity | Members' Equity |
Beginning balance at Jul. 24, 2013 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued through Distribution Reinvestment Plan (in shares) | 0 | |||||
Ending balance at Dec. 31, 2013 | $88,690,000 | $0 | $200,000 | ($6,000) | $194,000 | $88,496,000 |
Ending balance (in shares) at Dec. 31, 2013 | 8,888 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 105,609 | |||||
Issuance of common stock | 2,418,000 | 1,000 | 2,417,000 | 2,418,000 | ||
Net loss attributable to stockholders | -605,000 | -605,000 | ||||
Distributions | -800,000 | -800,000 | ||||
Common stock offering costs, commissions and dealer manager fees | -1,529,000 | -1,529,000 | -1,529,000 | |||
Ending balance at Mar. 20, 2014 | 88,174,000 | 1,000 | 1,088,000 | 1,083,000 | 87,091,000 | |
Ending balance (in shares) at Mar. 20, 2014 | 114,497 | |||||
Beginning balance at Dec. 31, 2013 | 0 | -6,000 | ||||
Beginning balance (in shares) at Dec. 31, 2013 | 8,888 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued through Distribution Reinvestment Plan (in shares) | 63,998 | |||||
Ending balance at Dec. 31, 2014 | 102,000 | |||||
Ending balance (in shares) at Dec. 31, 2014 | 10,163,206 | |||||
Beginning balance at Mar. 20, 2014 | 88,174,000 | 1,000 | 1,088,000 | -6,000 | 1,083,000 | 87,091,000 |
Beginning balance (in shares) at Mar. 20, 2014 | 114,497 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds received from Successor for the assets of Predecessor | -87,091,000 | -87,091,000 | ||||
Issuance of common stock (in shares) | 9,984,711 | |||||
Issuance of common stock | 248,715,000 | 100,000 | 248,615,000 | 248,715,000 | ||
Net loss attributable to stockholders | -14,841,000 | -14,841,000 | -14,841,000 | |||
Distributions | -4,839,000 | -4,839,000 | -4,839,000 | |||
Common stock issued through Distribution Reinvestment Plan (in shares) | 63,998 | |||||
Common stock issued through Distribution Reinvestment Plan | 1,521,000 | 1,000 | 1,520,000 | 1,521,000 | ||
Share-based payments | 22,000 | 22,000 | 22,000 | |||
Common stock offering costs, commissions and dealer manager fees | -29,866,000 | -29,866,000 | -29,866,000 | |||
Ending balance at Dec. 31, 2014 | $201,795,000 | $102,000 | $221,379,000 | ($19,686,000) | $201,795,000 | $0 |
Ending balance (in shares) at Dec. 31, 2014 | 10,163,206 | 10,163,206 |
CONSOLIDATEDCOMBINED_STATEMENT2
CONSOLIDATED/COMBINED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 20, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | |||
Cash flows from operating activities: | |||||||
Net income (loss) | ($605) | ($14,841) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock, net | 200 | 252,854 | |||||
Successor | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | -14,841 | ||||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 2,796 | ||||||
Amortization of deferred financing costs | 595 | ||||||
Amortization of below-market lease obligation | 340 | ||||||
Accretion of deferred consideration | 71 | ||||||
Accretion of contingent consideration | 116 | ||||||
Loss on disposal of property and equipment | 0 | ||||||
Equity in (earnings) losses of unconsolidated entities | -352 | ||||||
Distribution from unconsolidated affiliates | 257 | ||||||
Share-based payments | 22 | ||||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | -7,923 | ||||||
Restricted cash | -783 | ||||||
Due to affiliates | 5,042 | ||||||
Accounts payable and accrued expenses | 5,010 | ||||||
Net cash (used in) provided by operating activities | -9,650 | ||||||
Cash flows from investing activities: | |||||||
Acquisition of hotel assets of the Predecessor | -41,388 | ||||||
Real estate investment improvements and purchases of property and equipment | -3,659 | ||||||
Acquisition deposit | -75,000 | ||||||
(Increase) decrease in restricted cash | -2,035 | ||||||
Net cash used in investing activities | -122,082 | ||||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock, net | 249,569 | ||||||
Payments of offering costs | -28,071 | ||||||
Dividends paid | -1,950 | ||||||
Contributions from members | 0 | ||||||
Distribution to members | 0 | ||||||
Affiliate financing advancement | 2,570 | ||||||
Affiliate financing repayment | -3,214 | ||||||
Proceeds from affiliate note payable used to fund acquisition deposit | 40,500 | ||||||
Repayment of affiliate note payable used to fund acquisition deposit | -40,500 | -40,500 | |||||
Payments of mortgage note payable | 0 | ||||||
Proceeds from mortgage note payable | 45,500 | ||||||
Proceeds from promissory note payable | 1,775 | ||||||
Deferred financing fees | -2,586 | ||||||
Net cash provided by (used in) financing activities | 263,593 | ||||||
Net change in cash | 131,861 | ||||||
Cash and cash equivalents, beginning of period | 0 | ||||||
Cash and cash equivalents, end of period | 131,861 | 131,861 | |||||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 4,645 | ||||||
Taxes paid | 760 | ||||||
Non-cash investing and financing activities: | |||||||
Reclassification of deferred offering costs to additional paid-in capital | 1,505 | ||||||
Offering costs in due to affiliates | 1,969 | ||||||
Offering costs in accounts payable and accrued expenses | 512 | ||||||
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 1,033 | ||||||
Proceeds receivable from share sales | 1,564 | [1] | |||||
Seller financing of real estate investments | 58,074 | ||||||
Seller financing of investment in unconsolidated entities | 5,000 | ||||||
Contingent consideration on acquisition | 2,268 | ||||||
Deferred consideration on acquisition | 3,400 | ||||||
Dividends declared but not paid | 1,368 | 1,368 | |||||
Common stock issued through distribution reinvestment plan | 1,520 | ||||||
Predecessor | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | -605 | 105 | |||||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||
Depreciation and amortization | 994 | 5,105 | |||||
Amortization of deferred financing costs | 75 | 196 | |||||
Amortization of below-market lease obligation | 0 | 0 | |||||
Accretion of deferred consideration | 0 | 0 | |||||
Accretion of contingent consideration | 0 | 0 | |||||
Loss on disposal of property and equipment | 0 | 74 | |||||
Equity in (earnings) losses of unconsolidated entities | 166 | 65 | |||||
Distribution from unconsolidated affiliates | 0 | 0 | |||||
Share-based payments | 0 | 0 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | -581 | 455 | |||||
Restricted cash | 0 | 0 | |||||
Due to affiliates | 0 | 0 | |||||
Accounts payable and accrued expenses | -605 | -182 | |||||
Net cash (used in) provided by operating activities | -556 | 5,818 | |||||
Cash flows from investing activities: | |||||||
Acquisition of hotel assets of the Predecessor | 0 | 0 | |||||
Real estate investment improvements and purchases of property and equipment | -83 | -3,436 | |||||
Acquisition deposit | 0 | 0 | |||||
(Increase) decrease in restricted cash | -468 | 1,163 | |||||
Net cash used in investing activities | -551 | -2,273 | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock, net | 0 | 0 | |||||
Payments of offering costs | 0 | 0 | |||||
Dividends paid | 0 | 0 | |||||
Contributions from members | 0 | 227 | |||||
Distribution to members | -800 | -3,922 | |||||
Affiliate financing advancement | 0 | 0 | |||||
Affiliate financing repayment | 0 | 0 | |||||
Proceeds from affiliate note payable used to fund acquisition deposit | 0 | 0 | |||||
Repayment of affiliate note payable used to fund acquisition deposit | 0 | 0 | |||||
Payments of mortgage note payable | -137 | -391 | |||||
Proceeds from mortgage note payable | 0 | 3,440 | |||||
Proceeds from promissory note payable | 0 | 0 | |||||
Deferred financing fees | 0 | -31 | |||||
Net cash provided by (used in) financing activities | -937 | -677 | |||||
Net change in cash | -2,044 | 2,868 | |||||
Cash and cash equivalents, beginning of period | 10,520 | 10,520 | |||||
Cash and cash equivalents, end of period | 8,476 | 10,520 | |||||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 458 | 1,548 | |||||
Taxes paid | 0 | 0 | |||||
Non-cash investing and financing activities: | |||||||
Reclassification of deferred offering costs to additional paid-in capital | 0 | 0 | |||||
Offering costs in due to affiliates | 0 | 0 | |||||
Offering costs in accounts payable and accrued expenses | 0 | 0 | |||||
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 0 | 0 | |||||
Proceeds receivable from share sales | 0 | [1] | 0 | [1] | |||
Seller financing of real estate investments | 0 | 0 | |||||
Seller financing of investment in unconsolidated entities | 0 | 0 | |||||
Contingent consideration on acquisition | 0 | 0 | |||||
Deferred consideration on acquisition | 0 | 0 | |||||
Dividends declared but not paid | 0 | 0 | |||||
Common stock issued through distribution reinvestment plan | $0 | $0 | |||||
[1] | The proceeds receivable from the sale of shares of common equity was received by the Company prior to the filing date of this Annual Report on Form 10-K. |
Organization
Organization | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization |
American Realty Capital Hospitality Trust, Inc. (the "Company") was incorporated on July 25, 2013 as a Maryland corporation and intends to qualify as a real estate investment trust for U.S. federal income tax purposes ("REIT") beginning with the taxable year ended December 31, 2014. The Company was formed primarily to acquire lodging properties in the midscale limited service, extended stay, select service, upscale select service, and upper upscale full service segments within the hospitality sector. The Company has no limitation as to the brand of franchise or license with which the Company's hotels will be associated. All such properties may be acquired by the Company alone or jointly with another party. The Company may also originate or acquire first mortgage loans secured by real estate and invest in other real estate-related debt. As of December 31, 2014, the Company has acquired interests in six hotels through fee simple, leasehold and joint venture interests (the "Barceló Portfolio"). | |
On January 7, 2014, the Company commenced its initial public offering ("IPO" or the "Offering") on a "reasonable best efforts" basis of up to 80,000,000 shares of common stock, $0.01 par value per share, at a price of $25.00 per share, subject to certain volume and other discounts, pursuant to a registration statement on Form S-11 (File No. 333-190698), as amended (the "Registration Statement"), filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Registration Statement also covers up to 21,052,631 shares of common stock available pursuant to the Distribution Reinvestment Plan (the "DRIP") under which the Company's common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock. | |
Until the filing of the Company's second quarterly financial filing with the SEC, pursuant to the Securities Exchange Act of 1934, as amended, following the earlier to occur of (i) the Company's acquisition of at least $2.0 billion in total investment portfolio assets or (ii) January 7, 2016, the per share purchase price in the IPO will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will initially be equal to $23.75 per share, which is 95% of the initial per share offering price in the IPO. Thereafter, the per share purchase price will vary quarterly and will be equal to the Company's net asset value ("NAV") per share plus applicable commissions and fees in the case of the primary offering, and the per share purchase price in the DRIP will be equal to the NAV per share. On February 3, 2014, the Company received and accepted subscriptions in excess of the minimum offering amount of $2.0 million in Offering proceeds, broke escrow and issued shares of common stock to the initial investors who were admitted as stockholders. As of December 31, 2014, the Company had 10.2 million shares of common stock outstanding and had received total gross proceeds from the IPO of approximately $252.9 million, including shares issued under the DRIP. As of December 31, 2014, the aggregate value of all the common stock outstanding was $254.0 million based on a per share value of $25.00 (or $23.75 for shares issued under the DRIP). | |
Substantially all of the Company's business is conducted through American Realty Capital Hospitality Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP Units"). Additionally, American Realty Capital Hospitality Special Limited Partner, LLC (the "Special Limited Partner") contributed $2,020 to the OP in exchange for 90 OP Units, which represents a nominal percentage of the aggregate OP ownership. The holders of OP Units have the right to convert OP Units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock of the Company in accordance with the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. | |
The Company has no direct employees. The Company has retained American Realty Capital Hospitality Advisors, LLC (the "Advisor") to manage certain aspects of its affairs on a day-to-day basis. American Realty Capital Hospitality Properties, LLC (the "Property Manager") serves as the Company's property manager and the Property Manager has retained Crestline Hotels & Resorts, LLC (the "Sub-Property Manager"), an entity under common control with the parent of American Realty Capital IX, LLC, (the "Sponsor") to provide services, including locating investments, negotiating financing and operating certain hotel assets in the Company's portfolio. Realty Capital Securities, LLC (the "Dealer Manager"), an entity under common control with the parent of the Sponsor serves as the dealer manager of the offering. The Advisor, Special Limited Partner, Property Manager, Sub-Property Manager and Dealer Manager are related parties and receive fees, distributions and other compensation for services related to the Offering and the investment and management of the Company's assets. | |
Grace Acquisition | |
On May 23, 2014, the Company entered into a Real Estate Sale Agreement to acquire (the "Grace Acquisition") the fee simple or leasehold interests in 126 hotels (the "Grace Portfolio") from W2007 Equity Inns Realty, LLC, W2007 Equity Inns Realty, L.P., W2007 EQI Urbana Partnership, L.P., W2007 EQI Seattle Partnership, L.P., W2007 EQI Savannah 2 Partnership, L.P., W2007 EQI Rio Rancho Partnership, L.P., W2007 EQI Orlando Partnership, L.P., W2007 EQI Orlando 2 Partnership, L.P., W2007 EQI Naperville Partnership, L.P., W2007 EQI Milford Partnership, L.P., W2007 EQI Louisville Partnership, L.P., W2007 EQI Knoxville Partnership, L.P., W2007 EQI Jacksonville Partnership I, L.P., W2007 EQI Indianapolis Partnership, L.P., W2007 EQI Houston Partnership, L.P., W2007 EQI HI Austin Partnership, L.P., W2007 EQI East Lansing Partnership, L.P., W2007 EQI Dalton Partnership, L.P., W2007 EQI College Station Partnership, L.P., W2007 EQI Carlsbad Partnership, L.P., W2007 EQI Augusta Partnership, L.P. and W2007 EQI Asheville Partnership, L.P. (collectively, the “Sellers”) which are indirectly owned by one or more Whitehall Real Estate Funds, an investment arm controlled by The Goldman Sachs Group, Inc. | |
On November 11, 2014, the Real Estate Sale Agreement was amended and restated to incorporate all amendments made to that date (the "Amended Purchase Agreement"). The Amended Purchase Agreement reduced the number of hotels to be acquired to the 116 hotels currently comprising the Grace Portfolio for an aggregate purchase price of $1.808 billion, exclusive of closing costs and subject to certain adjustments at closing and changed the scheduled close date to February 27, 2015. | |
As of December 31, 2014, the acquisition of the Grace Portfolio had not been completed. On such date the Company anticipated funding, pursuant to the terms of the Amended Purchase Agreement, approximately $230.1 million of the purchase price with cash generated through the Offering, funding approximately $903.9 million through the assumption of existing mortgage and mezzanine indebtedness (comprising the "Assumed Grace Mortgage Loan" and the "Assumed Grace Mezzanine Loan" and, collectively, the "Assumed Grace Indebtedness") and funding approximately $227.0 million through additional mortgage financing (the "Additional Grace Mortgage Loan" and, together with the Assumed Grace Indebtedness, the "Grace Indebtedness"). The Assumed Grace Mortgage Loan that the Company expected to assume is for $801.1 million at an interest rate of London Interbank Offered Rate ("LIBOR") plus 3.11% and the Assumed Grace Mezzanine Loan that the Company expected to assume is for $102.8 million at an interest rate of LIBOR plus 4.77%. The Assumed Grace Indebtedness will be secured by 96 of the 116 hotels in the Grace Portfolio and mature on May 1, 2016, subject to three (one-year) extension rights which, if all three are exercised, result in an outside maturity date of May 1, 2019. The Additional Grace Mortgage Loan will be secured by 20 of the 116 hotels in the Grace Portfolio and an additional hotel property already owned by a subsidiary of the OP and part of the Barceló Portfolio. The Additional Grace Mortgage Loan will mature on March 6, 2017, subject to a one-year extension right, which, if exercised, would result in an outside maturity date of March 6, 2018 and will have an interest rate equal to the greater of (i) a floating rate of interest equal to LIBOR plus 6.00% and (ii) 6.25%. | |
In addition, we anticipated that the remaining $447.1 million of the contract purchase price would be satisfied by the issuance of the preferred equity interests (the "Grace Preferred Equity Interests") in two newly-formed Delaware limited liability companies, ARC Hospitality Portfolio I Holdco, LLC and ARC Hospitality Portfolio II Holdco, LLC, each of which will be an indirect subsidiary of the Company and an indirect owner of the Grace Portfolio. The holders of the Grace Preferred Equity Interests will be entitled to monthly distributions at a rate of 7.50% per annum for the first 18 months following closing and 8.00% per annum thereafter. On liquidation, the holders of the Grace Preferred Equity Interests will be entitled to receive their original value (as reduced by redemptions) prior to any distributions being made to the Company or the Company's shareholders. After the earlier to occur of either (i) the date of repayment in full of the Company's currently outstanding unsecured obligations in the original principal amount of approximately $63.1 million (together with the approximately $3.5 million deferred payment with respect to the March 2014 acquisition of the Georgia Tech Hotel & Conference Center, which is due concurrently), which represents the Barceló Acquisition Promissory Note (See Note 7 - Promissory Notes Payable), or (ii) the date the gross amount of IPO proceeds received by the Company following the acquisition of the Grace Portfolio and payment of all acquisition related expenses (including payments to the Advisor and its affiliates) exceeds $100.0 million, the Company will be required to use 35.0% of any IPO proceeds to redeem the Grace Preferred Equity Interests at par, up to a maximum of $350.0 million in redemptions for any 12-month period. The Company will also be required, in certain circumstances, to apply debt proceeds to redeem the Grace Preferred Equity Interests at par. As of February 27, 2018, the Company will be required to have redeemed 50.0% of the Grace Preferred Equity Interests, and the Company will be required to redeem 100.0% of the Grace Preferred Equity Interests remaining outstanding at the earlier of (i) 90 days following the stated maturity date (including extension options) under the Grace Indebtedness, and (ii) February 27, 2019. In addition, the Company will have the right, at its option, to redeem the Grace Preferred Equity Interests, in whole or in part, at any time at par. The holders of the Grace Preferred Equity Interests will have certain consent rights over major actions by the Company relating to the Grace Portfolio. If the Company is unable to satisfy the redemption, distribution or other requirements of the Grace Preferred Equity Interests (including if there is a default under the related guarantees provided by the Company, the OP and the individual principals of the parent of the Sponsor), the holders of the Grace Preferred Equity Interests have certain rights, including the ability to assume control of the operations of the Grace Portfolio through the assumption of control of the two newly-formed Delaware limited liability companies. Due to the fact that the Grace Preferred Equity Interests will be mandatorily redeemable and certain of their other characteristics, the Grace Preferred Equity Interests will be treated as debt in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
The transaction closed as planned on February 27, 2015, see Note 16 - Subsequent Events. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||||||
The results of operations for the period from January 1 to March 20, 2014 for the Barceló Portfolio (the "Predecessor") and for the period from March 21 to December 31, 2014 for the Company (the "Successor") are not necessarily indicative of the results for the entire year because of the impact of seasonal or short-term variations related to the hotel industry. Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||
Basis of Accounting | |||||||||
The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with GAAP. | |||||||||
Development Stage Company | |||||||||
On February 3, 2014, the Company raised proceeds sufficient to break escrow in connection with its IPO. The Company received and accepted aggregate subscriptions in excess of the minimum $2.0 million and issued shares of common stock to its initial investors who were admitted as stockholders. The Company acquired the Barceló Portfolio through fee simple, leasehold and joint venture interests and commenced operations on March 21, 2014, and as of such date was no longer considered to be a development stage company. | |||||||||
Principles of Consolidation/Combination and Basis of Presentation | |||||||||
The accompanying consolidated/combined financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |||||||||
The Predecessor represents hospitality assets and operations owned by Barceló Crestline Corporation and its consolidated subsidiaries ("BCC"), which historically have been maintained in various legal entities. Historically, financial statements have not been prepared for the Predecessor as a discrete stand-alone entity. The accompanying consolidated/combined financial statements for the Predecessor as of December 31, 2013, for the period from January 1 to March 20, 2014 and for the year ended December 31, 2013 have been derived from the historical accounting records of BCC and reflect the assets, liabilities, equity, revenue and expenses directly attributable to the Predecessor, as well as allocations deemed reasonable by management, to present the combined financial position, results of operations, changes in equity, and cash flows of the Predecessor on a stand-alone basis. Included in the accompanying consolidated/combined statement of operations for the period from March 21 to December 31, 2014 is $0.2 million of costs related to the Company for the period from January 1 to March 20, 2014. | |||||||||
Use of Estimates | |||||||||
The preparation of the accompanying consolidated/combined 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. Actual results could differ from those estimates. Management makes significant estimates regarding purchase price allocations to record investments in real estate, the useful lives of real estate and real estate taxes, as applicable. | |||||||||
Real Estate Investments and Below-Market Lease | |||||||||
The Company allocates the purchase price of properties acquired in real estate investments to tangible and identifiable intangible assets acquired based on their respective fair values at the date of acquisition. Tangible assets include land, land improvements, buildings and fixtures. The Company utilizes various estimates, processes and information to determine the property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on purchase price allocation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, are typically related to contracts, including operating lease agreements, ground lease agreements and hotel management agreements, which will be recorded at fair value. | |||||||||
In making estimates of fair values for purposes of allocating the purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | |||||||||
Investments in real estate that are not considered to be business combinations are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation of the Company's assets is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for leasehold interests. | |||||||||
The Company is required to make subjective assessments as to the useful lives of the Company’s assets for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. | |||||||||
A disposal of a component of the Company or a group of components of the Company is required to be reported in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results. The Company is required to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. As a result, the operations of sold properties through the date of their disposal will be included in continuing operations, unless the sale represents a strategic shift. However, the gain or loss on the sale of a property will be reported separately below income from continuing operations. | |||||||||
The below-market lease intangible is based on the difference between the market rent and the contractual rent and is discounted to a present value using an interest rate reflecting the Company's current assessment of the risk associated with the lease acquired. See Note 5. Acquired lease intangible assets are amortized over the remaining lease term. The amortization of a below-market lease is recorded as an increase to rent expense on the consolidated/combined statements of operations. | |||||||||
Impairment of Long Lived Assets and Investments in Unconsolidated Entities | |||||||||
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. The estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less the estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. No such impairment losses were recorded in the periods presented. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents includes cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. The Federal Deposit Insurance Corporation ("FDIC"), only insures amounts up to $250,000 per depositor per insured bank. The Company expects to have cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. | |||||||||
Restricted Cash | |||||||||
Restricted cash consists of amounts required under mortgage agreements for future capital improvements to owned assets, future interest and property tax payments and excess cash flow deposits due to mortgage agreement restrictions. For purposes of the statement of cash flows, changes in restricted cash caused by changes to the amount needed for future capital improvements are treated as investing activities and changes related to future interest and real estate tax payments and excess cash flow deposits are treated as operating activities. | |||||||||
Deferred Financing Fees | |||||||||
Deferred financing fees represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These fees are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing fees are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not be successful. | |||||||||
Variable Interest Entities | |||||||||
Accounting Standards Codification ("ASC") 810, Consolidation contains the guidance surrounding the definition of variable interest entities ("VIE"), the definition of variable interests and the consolidation rules surrounding VIEs. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its investments in entities which own the Westin Virginia Beach Town Center (the "Westin Virginia Beach") and the Hilton Garden Inn Blacksburg. | |||||||||
Once it is determined that the Company holds a variable interest in an entity, GAAP requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance; and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and is required to consolidate the VIE (See Note 4 - Variable Interest Entities and Investments in Unconsolidated Entities). | |||||||||
The Company classifies the distributions from its investments in unconsolidated entities in the consolidated/combined statement of cash flows based upon an evaluation of the specific facts and circumstances of each distribution. For example, distributions of cash generated by property operations are classified as cash flows from operating activities. However, distributions received as a result of property sales are classified as cash flows from investing activities. | |||||||||
Revenue Recognition | |||||||||
Hotel revenue is recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel services. | |||||||||
Income Taxes | |||||||||
The Company intends to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its tax year ended December 31, 2014. In order to qualify as a REIT, the Company must annually distribute to its stockholders 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and must comply with various other organizational and operational requirements. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, property tax and federal income and excise taxes on its undistributed income. The Company's hotels are leased to a taxable REIT subsidiary ("TRS") which is a wholly owned subsidiary of the OP. The TRS is subject to federal, state and local income taxes. | |||||||||
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, capital loss, and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. | |||||||||
GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |||||||||
Earnings/Loss per Share | |||||||||
The Company calculates basic income or loss per share by dividing net income or loss for the period by the weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested stock awards, except when doing so would be anti-dilutive. | |||||||||
Advertising Costs | |||||||||
The Company expenses advertising costs as incurred. These costs were $0.4 million combined between the Predecessor and the Company for the year ended December 31, 2014 and $0.4 million for the Predecessor for the year ended December 31, 2013. | |||||||||
Allowance for Doubtful Accounts | |||||||||
Receivables consist principally of trade receivables from customers and are generally unsecured and are due within 30 to 90 days. The Company records a provision for uncollectible accounts using the allowance method. Expected credit losses associated with trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based upon historical patterns of credit losses for aged receivables as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for doubtful accounts is reduced. Trade receivable balances, net of the allowance for doubtful accounts, are included in prepaid expenses and other assets in the accompanying consolidated/combined balance sheets, and are as follows (in thousands): | |||||||||
Successor | Predecessor | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Trade receivables | $ | 1,388 | $ | 788 | |||||
Allowance for doubtful accounts | (45 | ) | (26 | ) | |||||
Trade receivables, net of allowance | $ | 1,343 | $ | 762 | |||||
Reportable Segments | |||||||||
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate room revenue and other income through the operation of the properties, which comprise 100% of the total consolidated/combined revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level, none of which represent a reportable segment. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08 Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosure of Disposal of Components of an Entity. Under this standard, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. In addition, it requires an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. As a result, the operations of sold properties through the date of their disposal will be included in continuing operations, unless the sale represents a strategic shift. However, the gain or loss on the sale of a property will be reported separately below income from continuing operations. The Company adopted this ASU as of January 1, 2014. No prior year restatements are permitted for this change in policy. For purposes of earnings per share calculation, beginning in 2014 gains and losses on property sales will be included in continuing operations. | |||||||||
On May 28, 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |||||||||
In August 2014, the FASB issued ASU 2014-15 Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be used along with existing auditing standards. The adoption of ASU 2014-15 becomes effective for the Company on its fiscal year ending December 31, 2016, and all subsequent annual periods. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company's consolidated financial statements. |
Business_Combination
Business Combination | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Business Combination | Business Combination | ||||
On March 21, 2014, the Company acquired the Barceló Portfolio through fee simple, leasehold and joint venture interests. The aggregate purchase price of the Barceló Portfolio was approximately $110.1 million, exclusive of closing costs. The Barceló Portfolio consists of (i) three wholly owned hotel assets (the "Portfolio Owned Assets"), the Baltimore Courtyard Inner Harbor Hotel (the "Baltimore Courtyard"), the Courtyard Providence Downtown Hotel (the "Providence Courtyard") and the Homewood Suites by Hilton Stratford (the "Stratford Homewood Suites"); (ii) one leased asset, the Georgia Tech Hotel & Conference Center (the "Georgia Tech Hotel"); and (iii) equity interests in two joint ventures (the "Joint Venture Assets") that each own one hotel, the Westin Virginia Beach and the Hilton Garden Inn Blacksburg. | |||||
The following table presents the allocation of the assets acquired and liabilities assumed by the Company as of March 21, 2014 (in thousands): | |||||
Successor | |||||
Assets acquired and liabilities assumed | As of March 21, 2014 | ||||
Land | $ | 12,061 | |||
Buildings and improvements | 77,605 | ||||
Below-market lease obligation | 8,400 | ||||
Furniture, fixtures and equipment | 5,220 | ||||
Restricted cash | 619 | ||||
Investment in unconsolidated entities | 5,380 | ||||
Prepaid expenses and other assets | 2,314 | ||||
Accounts payable and accrued expenses | (1,469 | ) | |||
Total operating assets acquired, net | 110,130 | ||||
Contingent consideration on acquisition | (2,268 | ) | |||
Seller financing of real estate investments | (58,074 | ) | |||
Seller financing of investment in unconsolidated entities | (5,000 | ) | |||
Deferred consideration | (3,400 | ) | |||
Total assets acquired, net | $ | 41,388 | |||
The Company is finalizing the fair value of certain tangible and intangible assets acquired and adjustments may be made to the preliminary purchase price allocation shown above. Pro forma information as if the above acquisitions during the year ended December 31, 2014 had been consummated on January 1, 2013 have not been presented as the results for the Predecessor for the period from January 1 to March 20, 2014 and the year ended December 31, 2013 representing substantially all of the Company's operations are included in the consolidated/combined statements of operations. | |||||
Contingent consideration included as part of the acquisition is payable to BCC in 2016 based on the operating results of the Baltimore Courtyard, Providence Courtyard and Stratford Homewood Suites. Additionally, deferred consideration payable to BCC of $3.0 million and $0.5 million is payable within ten business days after the date the Company raises $70.0 million in common equity from the Offering excluding any common equity raised on or prior to the closing of the Grace Acquisition and payment of all acquisition related expenses (including payments to the Advisor and its affiliates) (See Note 11 - Commitments and Contingencies for further information on the preceding). The fair value of the contingent consideration on acquisition of $2.3 million and the deferred consideration of $3.4 million are included in accounts payable and accrued expenses (See Note 8) and the seller financing of real estate investments and seller financing of investment in unconsolidated entities are included in promissory notes payable (See Note 7) on the accompanying consolidated/combined balance sheets. |
Variable_Interest_Entities_and
Variable Interest Entities and Investments in Unconsolidated Entities | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Variable Interest Entities and Investments in Unconsolidated Affiliates [Abstract] | |||||||||||||||||||||||||||
Variable Interest Entities and Investments in Unconsolidated Entities | Variable Interest Entities and Investments in Unconsolidated Entities | ||||||||||||||||||||||||||
The Company's accompanying consolidated/combined financial statements and the Predecessor's combined financial statements include investments in (i) an entity that owns the Westin Virginia Beach and (ii) an entity that owns the Hilton Garden Inn Blacksburg. | |||||||||||||||||||||||||||
The Company as of December 31, 2014 and the Predecessor as of December 31, 2013 have a 24.00% non-controlling interest (but with certain veto and approval rights) in BSE/AH Blacksburg Hotel, LLC (the "HGI Blacksburg JV"), an entity that owns the assets of the Hilton Garden Inn Blacksburg. The HGI Blacksburg JV has a loan with an original principal balance of $13.0 million (the "Blacksburg Loan"). In addition, BCC is a party to the First Amended and Restated Guaranty of Payment dated April 17, 2011 (the "Blacksburg Payment Guaranty") in connection with the Blacksburg Loan, which is partially supported by a Construction Loan Indemnity from the other partners in the HGI Blacksburg JV dated March 10, 2008 (the "Blacksburg Cross Indemnity"). In connection with the acquisition of its non-controlling interest in the HGI Blacksburg JV, on March 21, 2014, the Company entered into an Indemnity Agreement (the "BCC Indemnity") pursuant to which the Company agreed to indemnify BCC against liabilities arising under the Blacksburg Payment Guaranty and/or the Blacksburg Cross Indemnity. The outstanding balance of the Blacksburg Loan was $10.1 million and $10.7 million as of December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||
Under the Blacksburg Payment Guaranty, BCC is jointly liable to the lender, along with four other parties, for payment of any Blacksburg Loan deficiencies. The Blacksburg Payment Guaranty remains in effect until the Blacksburg Loan is repaid. Under the Blacksburg Cross Indemnity, each of the joint venture owners of the hotel agrees to be responsible for its pro rata share of any liabilities under the Blacksburg Payment Guaranty, and to be 100% responsible for any liabilities caused by it. Thus, so long as each of the other parties to the Blacksburg Cross Indemnity remains solvent, the Company, through the BCC Indemnity, should never be liable for anything more than the Company’s pro rata share of losses, or 100% of the losses the Company caused. | |||||||||||||||||||||||||||
The Company as of December 31, 2014 and the Predecessor as of December 31, 2013 have a 30.53% non-controlling interest (but with certain veto and approval rights) in TCA Block 7 Hotel, LLC (the "Westin Virginia Beach JV"), an entity that owns the assets of the Westin Virginia Beach. On April 8, 2014, a loan in connection with the hotel was refinanced and Notes A and B of that loan were paid off. Upon payment in full of Notes A and B, Note C for $7.0 million and related accrued interest of $0.5 million were forgiven. On April 8, 2014, Westin Virginia Beach JV entered into a $20.7 million loan (the "Westin Virginia Beach Loan") with an unaffiliated lender. In addition, the Company is a party to a Guaranty of Recourse Obligations dated April 8, 2014 (the "Westin Virginia Beach Non-Recourse Carve-out Guaranty") in connection with the Westin Virginia Beach Loan, which is partially supported by a permanent loan cross indemnity from the other partners in the Westin Virginia Beach JV dated April 1, 2014 (the "Westin Virginia Beach Cross Indemnity"). The outstanding balance of the prior loans was $26.6 million as of December 31, 2013, and the outstanding balance of the Westin Virginia Beach Loan was $20.5 million as of December 31, 2014. | |||||||||||||||||||||||||||
Under the Westin Virginia Beach Non-Recourse Carve-out Guaranty, the Company, along with two other parties, would be liable to the lender for repayment for part or all of the loan upon occurrence of events triggering non-recourse carve-out liability. Pursuant to the Westin Virginia Beach Cross Indemnity, each of the joint venture partners is obligated to pay its pro rata share of any losses incurred by the parties to the Westin Virginia Beach Non-Recourse Carve-out Guaranty, except to the extent that any such loss is caused by one of those parties, in which case that party is responsible for 100% of the losses. Therefore, so long as each of the other parties remains solvent, the Company should never be liable for anything more than its pro rata share of losses, or 100% of the losses it caused. The Westin Virginia Beach Non-Recourse Carve-out Guaranty remains in place until the Westin Virginia Beach Loan is repaid. | |||||||||||||||||||||||||||
The Company considers these entities to be VIEs. The Company has concluded it is not the primary beneficiary with the power to direct activities that most significantly impact economic performance of the entities, and accordingly, has not consolidated the entities. The Company has accounted for the entities under the equity method of accounting and included them in investments in unconsolidated entities in the accompanying consolidated/combined balance sheets. | |||||||||||||||||||||||||||
The Company’s and Predecessor's investments in unconsolidated entities as of December 31, 2014 and December 31, 2013, respectively, consist of the following (in thousands): | |||||||||||||||||||||||||||
Investment in Partnership | |||||||||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||
Partnership | Ownership Interest | December 31, 2014 | December 31, 2013 | For the Period from March 21 to December 31, 2014 | For the Period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||
HGI Blacksburg JV | 24 | % | $ | 1,631 | $ | 893 | $ | 110 | $ | (35 | ) | $ | 79 | ||||||||||||||
Westin Virginia Beach JV | 30.53 | % | 3,844 | 3,488 | 242 | (131 | ) | (144 | ) | ||||||||||||||||||
Total | $ | 5,475 | $ | 4,381 | $ | 352 | $ | (166 | ) | $ | (65 | ) | |||||||||||||||
The Company received a capital distribution of $0.24 million from the Westin Virginia Beach JV for the year ended December 31, 2014. No distributions were recorded during the year ended December 31, 2013. | |||||||||||||||||||||||||||
During the period from March 21 to December 31, 2014, the Company received a capital distribution of $0.01 million from the HGI Blacksburg JV. No distributions were recorded during the year ended December 31, 2013. | |||||||||||||||||||||||||||
The maximum exposure to loss as a result of the Company’s and Predecessor's investments in unconsolidated entities as of December 31, 2014 and December 31, 2013, respectively, is as follows (in thousands)(1): | |||||||||||||||||||||||||||
Partnership Loan Balance | Investment in Partnership | Partnership Maximum Exposure to Loss | |||||||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||
Partnership | 31-Dec-14 | December 31, 2013 | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||
HGI Blacksburg JV | $ | 10,063 | $ | 10,663 | $ | 1,631 | $ | 893 | $ | 11,694 | $ | 11,556 | |||||||||||||||
Westin Virginia Beach JV | 20,540 | 26,576 | 3,844 | 3,488 | 24,384 | 30,064 | |||||||||||||||||||||
Total | $ | 30,603 | $ | 37,239 | $ | 5,475 | $ | 4,381 | $ | 36,078 | $ | 41,620 | |||||||||||||||
______________________________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Represents the Company's maximum exposure to loss at each unconsolidated entity should the loss be caused by the Company. As a result of the Blacksburg Payment Guaranty, the Blacksburg Cross Indemnity, the Westin Virginia Beach Non-Recourse Carve-out Guaranty and the Westin Virginia Beach Cross Indemnity, the Company and Predecessor have a maximum exposure to loss of the outstanding loan balance at the entity as well as their investment in the entity. | |||||||||||||||||||||||||||
Below is the summarized financial information for the HGI Blacksburg JV as of December 31, 2014 and December 31, 2013 and for the period from January 1 to March 20, 2014, for the period from March 21 to December 31, 2014 and for the year ended December 31, 2013 (in thousands): | |||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
(in thousands) | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Total Assets | $ | 14,659 | $ | 14,835 | |||||||||||||||||||||||
Total Liabilities | 10,482 | 11,113 | |||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
For the Period from March 21 to December 31, 2014 | For the period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||||||
Hotel revenue | $ | 3,981 | $ | 687 | $ | 4,440 | |||||||||||||||||||||
Operating income (loss) | 887 | (47 | ) | 794 | |||||||||||||||||||||||
Interest expense | (340 | ) | (97 | ) | (465 | ) | |||||||||||||||||||||
Net income (loss) | $ | 547 | $ | (144 | ) | $ | 329 | ||||||||||||||||||||
Company's share of net income (loss) | 132 | (35 | ) | 79 | |||||||||||||||||||||||
Additional amortization expense (1) | (22 | ) | — | — | |||||||||||||||||||||||
Company's share of net income (loss) | $ | 110 | $ | (35 | ) | $ | 79 | ||||||||||||||||||||
____________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Amortization of the purchase price of the Company’s original interest in the HGI Blacksburg JV, less the Company's share of the JV's deficit, which resulted in a basis difference of $0.6 million. | |||||||||||||||||||||||||||
Below is the summarized financial information for the Westin Virginia Beach JV as of December 31, 2014 and December 31, 2013 and for the period from January 1 to March 20, 2014, for the period from March 21 to December 31, 2014 and for the year ended December 31, 2013 (in thousands): | |||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
(in thousands) | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Total Assets | $ | 30,816 | $ | 31,035 | |||||||||||||||||||||||
Total Liabilities | 22,168 | 28,991 | |||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
For the Period from March 21 to December 31, 2014 | For the Period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||||||
Hotel revenue | $ | 10,146 | $ | 2,070 | $ | 11,232 | |||||||||||||||||||||
Operating income (loss) | 2,150 | (67 | ) | 1,228 | |||||||||||||||||||||||
Interest income | — | — | 2 | ||||||||||||||||||||||||
Interest expense | (994 | ) | (304 | ) | (1,429 | ) | |||||||||||||||||||||
Forgiveness of debt | 7,522 | — | — | ||||||||||||||||||||||||
Net income (loss) | $ | 8,678 | $ | (371 | ) | $ | (199 | ) | |||||||||||||||||||
Company's share of net income (loss) | 2,650 | (113 | ) | (61 | ) | ||||||||||||||||||||||
Additional amortization expense (1) | (111 | ) | (18 | ) | (83 | ) | |||||||||||||||||||||
Unrecognized gain by JV (2) | (2,297 | ) | — | — | |||||||||||||||||||||||
Company's share of net income (loss) | $ | 242 | $ | (131 | ) | $ | (144 | ) | |||||||||||||||||||
_________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Amortization of the purchase price of the Predecessor’s original interest in the Westin Virginia Beach JV, less the Predecessor’s share of the partnership’s deficit, which resulted in a basis difference of $3.4 million and the Company’s original interest in the Westin Virginia Beach JV, less the Company's share of the JV's deficit, which resulted in a basis difference of $3.6 million. | |||||||||||||||||||||||||||
(2) Represents gain recorded by the JV for the forgiveness of debt which is not recognized by the Company. |
Leases
Leases | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Leases | Leases | ||||||||
In October 2001, the Predecessor, through a wholly owned subsidiary, entered into an operating lease agreement to lease the Georgia Tech Hotel, which opened in August 2003. On March 21, 2014, the Company acquired the Predecessor's interest in the lease. The lease has an initial term of 30 years from the opening date, with a 10-year extension option. The lease requires the Company to pay rent equal to (i) a fixed minimum rent plus (ii) an additional rent based upon a specified percentage of revenues to the extent they exceed a specified threshold. The Company is responsible for paying all of the hotel operating expenses including all personnel costs, impositions, utility charges, insurance premiums, and payments for funding furniture, fixtures and equipment reserves. Rent expense for the Georgia Tech Hotel attributable to the Successor for the period from March 21 to December 31, 2014 was $3.9 million. In connection with the acquisition of the Georgia Tech Hotel lease, the Company has allocated a value to the below-market lease intangible based on the difference between the market rent and the rental commitments. During the year ended December 31, 2014, $0.3 million has been amortized to rent expense. Rent expense attributable to the Predecessor for the period from January 1 to March 20, 2014 and the year ended December 31, 2013 was $0.9 million and $4.3 million, respectively. | |||||||||
The future minimum rental commitments for the Georgia Tech Hotel are as follows (in thousands): | |||||||||
Minimum Rental Commitments | Amortization of Lease Intangible to Rent Expense | ||||||||
Year ended December 31, 2015 | $ | 4,400 | $ | 433 | |||||
Year ended December 31, 2016 | 4,400 | 433 | |||||||
Year ended December 31, 2017 | 4,400 | 433 | |||||||
Year ended December 31, 2018 | 4,400 | 433 | |||||||
Year ended December 31, 2019 | 4,400 | 433 | |||||||
Thereafter | 60,133 | 5,895 | |||||||
Total | $ | 82,133 | $ | 8,060 | |||||
Mortgage_Notes_Payable
Mortgage Notes Payable | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Mortgage Notes Payable | Mortgage Note Payable | ||||||||||
The Company’s and the Predecessor's mortgage note payable as of December 31, 2014 and December 31, 2013 consist of the following, respectively (in thousands): | |||||||||||
Successor | |||||||||||
Outstanding Mortgage Note Payable | |||||||||||
Encumbered Properties | 31-Dec-14 | Interest Rate | Payment | Maturity | |||||||
Baltimore Courtyard & Providence Courtyard | $ | 45,500 | 4.30% | Interest Only, Principal paid at Maturity | Apr-19 | ||||||
Predecessor | |||||||||||
Outstanding Mortgage Note Payable | |||||||||||
Encumbered Properties | December 31, 2013 | Interest Rate | Payment | Maturity | |||||||
Baltimore Courtyard & Providence Courtyard | $ | 41,449 | 4.55% plus the greater | Principal | January | ||||||
of (i) three-month | and | 2016 | |||||||||
LIBOR or (ii) a | Interest | ||||||||||
LIBOR floor of | |||||||||||
0.50%(1) | |||||||||||
______________________________________________________________________________________________ | |||||||||||
(1) 5.05% at December 31, 2013 | |||||||||||
The Predecessor's mortgage note payable was paid off concurrently with the acquisition of the Barceló Portfolio by the Company. Interest expense related to the mortgage note payable attributable to the Successor for the period from March 21 to December 31, 2014 was $1.6 million. Interest expense attributable to the Predecessor for the period from January 1 to March 20, 2014 and the year ended December 31, 2013 was $0.5 million and $2.1 million, respectively. |
Promissory_Notes_Payable
Promissory Notes Payable | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Promissory Notes Payable | Promissory Notes Payable | |||||||||||
The Company’s promissory notes payable as of December 31, 2014 are as follows (in thousands): | ||||||||||||
Outstanding Promissory Notes Payable | ||||||||||||
Use of Proceeds | 31-Dec-14 | Interest Rate | Payment | Maturity | ||||||||
Barceló acquisition | $ | 63,074 | 6.8 | % | Interest Only | See below | ||||||
Property improvement plan | 1,775 | 4.5 | % | Interest Only | Mar-19 | |||||||
Grace Acquisition deposit | — | 6 | % | Interest Only | May-15 | |||||||
______________________________________________________________________________________________ | ||||||||||||
The promissory notes payable for the Barceló acquisition originally consisted of the Portfolio Owned Assets and Joint Venture Assets promissory notes which had a maturity date of within ten business days upon the Company raising equal to or greater than $150.0 million in common equity from the Offering. During the year ended December 31, 2014, the Company entered into an amendment to the Portfolio Owned Assets and Joint Venture Assets promissory notes whereby the promissory notes were combined into one note (the "Barceló Promissory Note") with an outstanding principal amount of $63.1 million. The Barceló Promissory Note has a maturity date of within ten business days after the Company raises $70.0 million in common equity from the Offering after the closing of the Grace Acquisition and payment of all acquisition related expenses (including | ||||||||||||
payments to the Advisor and its affiliates). There are no principal payments under the Barceló Promissory Note payable for 2015 and 2016, unless the contingent payment feature above is satisfied by raising equal to or greater than $70.0 million in common equity from the Offering after the closing of the Grace Acquisition and payment of all acquisition related expenses | ||||||||||||
(including payments to the Advisor and its affiliates). | ||||||||||||
The Barceló Promissory Note is payable to BCC and the property improvement plan promissory note is payable to the Sub-Property Manager. | ||||||||||||
In connection with entering into the Grace Acquisition, the Company paid a $50.0 million customary earnest money deposit on May 27, 2014 which was partially funded by a $40.5 million draw on a $45.0 million promissory note with CARP, LLC, an entity under common control with the Sponsor (the "Affiliate Promissory Note"), which had a maturity date of May 27, 2015. As of December 31, 2014, the Affiliate Promissory Note had been repaid in full. | ||||||||||||
Interest expense related to promissory notes payable attributable to the Company for the period from March 21 to December 31, 2014 was $3.6 million. No interest expense related to promissory notes payable was incurred by the Predecessor for the year ended December 31, 2013 as the Predecessor did not have any promissory notes. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses | ||||||||
The following is a summary of the components of accounts payable and accrued expenses (in thousands): | |||||||||
Successor | Predecessor | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Trade accounts payable and accrued expenses | $ | 7,412 | $ | 2,745 | |||||
Contingent consideration from Barceló Acquisition (see Note 11) | 2,384 | — | |||||||
Deferred payment for Barceló Acquisition (see Note 11) | 3,471 | — | |||||||
Accrued salaries and related liabilities | 952 | 819 | |||||||
Georgia Tech Hotel lease obligation | — | 1,733 | |||||||
Total | $ | 14,219 | $ | 5,297 | |||||
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Common Stock | Common Stock |
The Company had 10,163,206 shares and 8,888 shares of common stock outstanding and had received total proceeds of $252.9 million and $0.2 million as of December 31, 2014 and December 31, 2013, respectively. | |
On February 3, 2014, the Company's board of directors declared distributions payable to stockholders of record each day during the applicable month at a rate equal to $0.0000465753 per day, or $1.70 per annum, per share of common stock. The first distribution was paid in May 2014 to holders of record in April 2014. The distributions are payable by the fifth day following each month end to stockholders of record at the close of business each day during the prior month. | |
Share Repurchase Program | |
The Company has a Share Repurchase Program (the "SRP") that enables stockholders to sell their shares of common stock originally purchased from the Company to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company’s capital or operations. | |
Except in connection with a stockholder’s death, disability, bankruptcy or other involuntary exigent circumstance, prior to the time that the shares of common stock are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100.0% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations). | |
Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase the Company’s shares of common stock on the last day of each quarter, will be the Company’s per share NAV of common stock for the quarter, calculated after the close of business on each day the Company makes its quarterly financial filing. Subject to limited exceptions, stockholders whose shares of common stock are repurchased within the first four months from the date of purchase will be subject to a short-term trading fee of 2.0% of the aggregate per share NAV of the shares of common stock repurchased. | |
The board of directors may reject a request for repurchase, at any time. Purchases under the SRP by the Company will be limited in any calendar year to 5.0% of the weighted average number of shares outstanding during the prior calendar year. In addition, funds available for the Company's SRP are limited and may not be sufficient to accommodate all requests. Due to these limitations, we cannot guarantee that we will be able to accommodate all repurchase requests. | |
When a stockholder requests a repurchase and the repurchase is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares purchased under the SRP will have the status of authorized but unissued shares. As of December 31, 2014 and December 31, 2013, no shares had been repurchased or requested to be repurchased. | |
Distribution Reinvestment Plan | |
Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the primary Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend or suspend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the accompanying balance sheets in the period distributions are paid. There were 63,998 shares issued under the DRIP as of December 31, 2014. No shares were issued under the DRIP as of December 31, 2013. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | Fair Value Measurements | ||||||||||||||||
In accordance with ASC 820, certain assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability between market participants in an orderly transaction on the measurement date. The market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity for the asset or liability is known as the principal market. When no principal market exists, the most advantageous market is used. This is the market in which the reporting entity would sell the asset or transfer the liability with the price that maximizes the amount that would be received or minimizes the amount that would be paid. Fair value is based on assumptions market participants would make in pricing the asset or liability. Generally, fair value is based on observable quoted market prices or derived from observable market data when such market prices or data are available. When such prices or inputs are not available, the reporting entity should use valuation models. | |||||||||||||||||
The Company’s financial instruments recorded at fair value on a recurring basis are categorized based on the priority of the inputs used to measure fair value. The inputs used in measuring fair value are categorized into three levels, as follows: | |||||||||||||||||
• | Level 1 - Inputs that are based upon quoted prices for identical instruments traded in active markets. | ||||||||||||||||
• | Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar investments in markets that are not active, or models based on valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the investment. | ||||||||||||||||
• | Level 3 - Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. | ||||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. | |||||||||||||||||
The Company is required to disclose the fair value of financial instruments which it is practicable to estimate. The fair value of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate their carrying amounts due to the relatively short maturity of these items. The following table shows the carrying values and the fair values of material non-current liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures about fair value of financial instruments (in thousands): | |||||||||||||||||
Successor | Predecessor | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Mortgage note payable | $ | 45,500 | $ | 44,582 | $ | 41,449 | $ | 38,921 | |||||||||
Promissory notes payable | 64,849 | 64,849 | — | — | |||||||||||||
Contingent consideration on acquisition | 2,384 | 2,384 | — | — | |||||||||||||
Deferred consideration | 3,471 | 3,471 | — | — | |||||||||||||
Total | $ | 116,204 | $ | 115,286 | $ | 41,449 | $ | 38,921 | |||||||||
The fair value of the mortgage note payable was determined using the discounted cash flow method and applying current market rates and is classified as level 3 under the fair value hierarchy. The fair values of the promissory notes payable were determined to equal their carrying amounts as these amounts are expected to be repaid within a year. The fair value of the contingent consideration on acquisition and deferred consideration was determined to equal their carrying amounts using level 3 inputs, as these amounts are accreted using current market rates. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Litigation | |
In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company at the date of this filing. | |
Environmental Matters | |
In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company has acquired the Barceló Portfolio through fee simple, leasehold and joint venture interests and as of December 31, 2014, has not been notified by any governmental authority of any non-compliance, liability or other claim and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. | |
Contingent Consideration | |
Included as part of the acquisition of the Barceló Portfolio is a contingent consideration payable to BCC based on the operating results of the Baltimore Courtyard, Providence Courtyard and Stratford Homewood Suites. The amount payable is calculated by applying a capitalization rate of 8.4% to the excess earnings before interest, taxes, depreciation and amortization ("EBITDA") earned in the second year after the acquisition over an agreed upon target. If this target EBITDA is not met, no amount will be due to BCC, but if the EBITDA earned is higher than forecasted, the amount due to BCC could be higher than the liability recorded in the consolidated/combined balance sheets as of December 31, 2014. | |
Deferred Consideration | |
Included as part of the acquisition of the Barceló Portfolio is deferred consideration payable to BCC of $3.0 million and $0.5 million which was payable on March 21, 2015 and March 21, 2016, respectively. As part of the amendment to the Portfolio Owned Assets and Joint Venture Assets promissory notes, the full amount of $3.5 million is now payable within ten business days after the date the Company raises $70.0 million in common equity from the Offering after the closing of the Grace Acquisition and payment of all acquisition related expenses (including payments to the Advisor and its affiliates). The deferred consideration does not bear interest. |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements | ||||||||||||||||
As of December 31, 2014, the Special Limited Partner owned 8,888 shares of the Company’s outstanding common stock. The Advisor and its affiliates are entitled to a variety of fees, and may incur and pay costs and fees on behalf of the Company for which they are entitled to reimbursement. The Company had a payable due to affiliates related to operating and Offering costs of $7.0 million and $0.6 million as of December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Fees Paid in Connection with the Offering | |||||||||||||||||
The Dealer Manager is paid fees and compensation in connection with the sale of the Company's common stock in the Offering. The Dealer Manager is paid a selling commission of up to 7.0% of the per share purchase price of the Company’s offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, the Dealer Manager is paid up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to participating broker-dealers. Alternatively, a participating broker dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares by such participating broker dealer, with 2.5% thereof paid at the time of such sale and 1.0% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, the dealer manager fee will be reduced to 2.5% of gross proceeds. | |||||||||||||||||
The table below shows the fees incurred from and payable to the Dealer Manager for the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 24,099 | $ | — | $ | 153 | $ | — | |||||||||
The Company had a receivable from the Dealer Manager for proceeds from the IPO of $1.6 million as of December 31, 2014 which is recorded in prepaid expenses and other assets on the Company's consolidated/combined balance sheets. No amount were receivable as of December 31, 2013. | |||||||||||||||||
The Advisor and its affiliates are paid compensation and/or receive reimbursement for services relating to the Offering, including transfer agency services provided by an affiliate of the Dealer Manager. The Company is responsible for Offering and related costs up to a maximum of 2.0% of gross proceeds received from the Offering, measured at the end of the Offering. Offering costs in excess of the 2.0% cap as of the end of the Offering are the Advisor’s responsibility. As of December 31, 2014 and December 31, 2013, Offering and related costs exceeded 2.0% of gross proceeds received from the Offering by $2.4 million and $1.5 million, respectively, due to the ongoing nature of the Offering. | |||||||||||||||||
All Offering costs incurred by the Company or its affiliated entities on behalf of the Company have been charged to additional paid-in capital on the accompanying consolidated/combined balance sheets. Offering costs were reclassified from deferred costs to stockholders’ equity when the Company commenced its Offering, and included all expenses incurred by the Company in connection with its Offering as of such date. As of December 31, 2013, such costs totaled $1.5 million. The table below shows compensation and reimbursements incurred and payable to the Advisor and its affiliates for services relating to the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated amounts payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total compensation and reimbursement for services provided by the Advisor and its affiliates relating to the Offering | $ | 3,915 | $ | 644 | $ | 1,885 | $ | 644 | |||||||||
In addition to the above, the Company incurred Offering related expenses at the Georgia Tech Hotel, in which the Company owns the leasehold interest. The table below shows the fees incurred from and payable to Georgia Tech Hotel during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total offering related costs incurred to leased hotel | $ | 60 | $ | — | $ | 60 | $ | — | |||||||||
Fees Paid in Connection With the Operations of the Company | |||||||||||||||||
Fees Paid to the Advisor | |||||||||||||||||
The Advisor receives an acquisition fee of 1.5% of the contract purchase price of each acquired property and 1.5% of the amount advanced for any loan or other investment. The Advisor may also be reimbursed for expenses incurred in the process of acquiring properties, in addition to third-party costs the Company may pay directly to, or reimburse the Advisor for. Additionally, the Company may reimburse the Advisor for legal expenses it or its affiliates directly incur in the process of acquiring properties in an amount not to exceed 0.1% of the contract purchase price of the Company’s assets acquired. Once the proceeds from the Offering have been fully invested, the aggregate amount of acquisition fees and financing coordination fees (as described below) may not exceed 1.9% of the contract purchase price, for any new investments, including reinvested proceeds, and the amount advanced for any loan or other investment, for all assets acquired. In no event will the total of all acquisition fees, acquisition expenses and any financing coordination fees (as described below) payable with respect the Company's portfolio exceed 4.5% of the contract purchase price or 4.5% of the amount advanced for a loan or other investment, in the aggregate for all Company investments. | |||||||||||||||||
If the Advisor provides services in connection with the origination or refinancing of any debt that the Company obtains and uses to acquire properties or to make other permitted investments, or that is assumed, directly or indirectly, in connection with the acquisition of properties, the Company will pay the Advisor or its assignees a financing coordination fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. | |||||||||||||||||
The table below depicts the acquisition and financing coordination fees charged by the Advisor in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Acquisition fees | $ | 1,598 | $ | — | $ | — | $ | — | |||||||||
Financing coordination fees | 815 | — | — | — | |||||||||||||
$ | 2,413 | $ | — | $ | — | $ | — | ||||||||||
For its asset management services, the Company causes the OP to issue (subject to periodic approval by the board of directors) to the Advisor performance-based restricted partnership units of the OP ("Class B Units") on a quarterly basis in an amount equal to: | |||||||||||||||||
• the cost of the Company’s assets or the lower of the cost of assets and the applicable quarterly NAV, once the Company begins calculating NAV, multiplied by | |||||||||||||||||
•0.1875%, divided by | |||||||||||||||||
•the value of one share of common stock as of the last day of such calendar quarter, which is equal initially to $22.50 (the Offering price minus selling commissions and dealer manager fees) and, at such time as the Company calculates NAV, to per share NAV. | |||||||||||||||||
The Advisor is entitled to receive distributions on the vested and unvested Class B Units it receives in connection with its asset management subordinated participation at the same rate as distributions received on the Company’s common stock. Such distributions are in addition to the incentive fees the Advisor and its affiliates may receive from the Company, including, without limitation, the annual subordinated performance fee and the subordinated participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination of the advisory agreement, each as described below. | |||||||||||||||||
The restricted Class B Units do not become unrestricted Class B Units until certain performance conditions are satisfied, including the adjusted market value of the OP’s assets plus applicable distributions equals or exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. Asset management services were performed by the Advisor for the year ended December 31, 2014, and 27,821 Class B Units have been issued as of December 31, 2014. | |||||||||||||||||
Fees Paid to the Sponsor | |||||||||||||||||
In connection with entering into the Grace Acquisition, the Company paid a $50.0 million customary earnest money deposit on May 27, 2014 which was partially funded by a $40.5 million draw on a $45.0 million promissory note with CARP, LLC, an entity under common control with the Sponsor (the "Affiliate Promissory Note"), which had a maturity date of May 27, 2015. As of December 31, 2014, the Affiliate Promissory Note had been repaid in full. See Note 7. | |||||||||||||||||
The table below shows the interest expense paid by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013 (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Interest payment related to the Grace deposit promissory note | $ | 151 | $ | — | $ | — | $ | — | |||||||||
Fees Paid to the Property Manager | |||||||||||||||||
The Company pays a property management fee of up to 4.0% of the monthly gross receipts from the Company's properties to the Property Manager. The Property Manager, in turn, pays a portion of the property management fees to the Sub-Property Manager or a third-party sub-property manager, as applicable. The Company also reimburses the Sub-Property Manager or a third-party sub-property manager, as applicable, for property level expenses, as well as fees and expenses of such sub-property manager. However, the Company will not reimburse such sub-property managers for general overhead costs or for the wages and salaries and other employee-related expenses of employees of such sub-property managers, other than employees or subcontractors who are engaged in the on-site operation, management, maintenance or access control of the Company’s properties. | |||||||||||||||||
The Company also will pay to the Sub-Property Manager an annual incentive fee equal to 15% of the amount by which the operating profit from the properties managed by the Sub-Property Manager for such fiscal year (or partial fiscal year) exceeds 8.5% of the total investment of such properties. The Company may, in the future, pay similar fees to third-party sub-property managers. No incentive fee was payable by the Company during the year ended December 31, 2014. | |||||||||||||||||
For these purposes, “total investment” means the sum of (i) the price paid to acquire the property, including closing costs, conversion costs, and transaction costs; (ii) additional invested capital; and (iii) any other costs paid in connection with the acquisition of the property, whether incurred pre- or post-acquisition. | |||||||||||||||||
The Predecessor paid the Sub-Property Manager a similar property management fee and incentive fee. | |||||||||||||||||
The table below shows the management fees and reimbursable expenses incurred by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the management fees and reimbursable expenses incurred by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total management fees and reimbursable expenses incurred from Sub-Property Manager | $ | 2,579 | $ | 2,445 | $ | 228 | $ | 158 | |||||||||
Total management fees incurred from Property Manager | 262 | — | 20 | — | |||||||||||||
$ | 2,841 | $ | 2,445 | $ | 248 | $ | 158 | ||||||||||
The Company pays the Sub-Property Manager interest on the promissory notes payable for the property improvement plan relating to the Barceló Portfolio. See Note 7. The table below shows the interest expense paid by the Company during the year ended December 31, 2014, and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor during the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Interest related to the Property improvement plan promissory note | $ | 63 | $ | — | $ | 20 | $ | — | |||||||||
Fees Paid to Other Affiliates | |||||||||||||||||
The Company entered into an agreement with RCS Capital, the investment banking and capital markets division of the Dealer Manager ("RCS Capital") to provide strategic advisory services and investment banking services required in the ordinary course of the Company's business, such as performing financial analysis, evaluating publicly traded comparable companies and assisting in developing a portfolio composition strategy, a capitalization structure to optimize future liquidity options and structuring operations. The Company has recorded the payment of the costs associated with this agreement of $0.9 million in prepaid expenses and other assets on the Company's consolidated/combined balance sheets and amortizes the costs associated with this agreement over the estimated remaining life of the Offering. | |||||||||||||||||
RCS Advisory Services, LLC ("RCS Advisory") is paid compensation for services provided to the Company on behalf of the Advisor based on time and expenses incurred. Additionally, the Company entered into a $1.0 million agreement with RCS Advisory to provide transaction management services in connection with the Grace Acquisition. As of December 31, 2014, the Company had paid $0.6 million on account of this agreement. The Company will pay an additional $0.1 million under this agreement, after which no further amounts will become due. | |||||||||||||||||
The Company entered into an agreement with RCS Capital to provide strategic and financial advice and assistance in connection with the Grace Acquisition, such as performing financial advisory and analysis services, due diligence and negotiation of the financial aspects of the acquisition. The Company will be charged 0.25% of the total transaction value for these services and has accrued $4.5 million associated with this agreement for the year ended December 31, 2014 and the associated payable, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets. | |||||||||||||||||
The table below depicts related party fees and reimbursements charged by the Dealer Manager and RCS Advisory in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Transaction fees and expenses | $ | 5,270 | $ | — | $ | 4,645 | $ | — | |||||||||
Advisory and investment banking fee | 460 | — | — | — | |||||||||||||
Total related party fees and reimbursements | $ | 5,730 | $ | — | $ | 4,645 | $ | — | |||||||||
In order to increase operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. In certain instances, to improve the Company’s working capital, the Advisor may elect to absorb a portion of the Company’s general and administrative costs. No expenses were absorbed by the Advisor for the year ended December 31, 2014. | |||||||||||||||||
The Company reimburses the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company’s operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt, impairment or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company reimburses the Advisor for personnel costs in connection with other services; however, the Company will not reimburse the Advisor for personnel costs, including executive salaries, in connection with services for which the Advisor receives acquisition fees, acquisition expenses or real estate commissions. | |||||||||||||||||
The Advisor at its election may also contribute capital to enhance the Company’s cash position for working capital and distribution purposes. Any contributed capital amounts are not reimbursable to the Advisor. Further, any capital contributions are made without any corresponding issuance of common or preferred shares. There were no contributions to capital from the Advisor for the year ended December 31, 2014 and 2013. | |||||||||||||||||
Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets | |||||||||||||||||
The Company may pay the Advisor an annual subordinated performance fee calculated on the basis of the Company’s total return to stockholders, payable monthly in arrears, such that for any year in which the Company’s total return on stockholders’ capital exceeds 6.0% per annum, the Advisor will be entitled to 15.0% of the excess total return but not to exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, other disposition or refinancing of such assets, which results in the return on stockholders’ capital exceeding 6.0% per annum. No subordinated performance fees were incurred during the year ended December 31, 2014. | |||||||||||||||||
The Company may pay a brokerage commission to the Advisor on the sale of property, not to exceed the lesser of 2.0% of the contract sale price of the property and 50.0% of the total brokerage commission paid if a third-party broker is also involved; provided, however, that in no event may the real estate commissions paid to the Advisor, its affiliates and unaffiliated third parties exceed the lesser of 6.0% of the contract sales price and a reasonable, customary and competitive real estate commission, in each case, payable to the Advisor if the Advisor or its affiliates, as determined by a majority of the independent directors, provided a substantial amount of services in connection with the sale. No such fees were incurred during the year ended December 31, 2014. | |||||||||||||||||
The Company will pay the Special Limited Partner a subordinated participation in the net sales proceeds of the sale of real estate assets of 15.0% of the remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax, non-compounded annual return on the capital contributed by investors. The Special Limited Partner will not be entitled to the subordinated participation in net sale proceeds unless the Company’s investors have received a 6.0% cumulative non-compounded return on their capital contributions plus the return of their capital. No such participation became due and payable during the year ended December 31, 2014. | |||||||||||||||||
If the common stock of the Company is listed on a national exchange, the Company will pay the Special Limited Partner a subordinated incentive listing distribution of 15.0% of the amount by which the Company’s market value plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax non-compounded annual return to investors. The Special Limited Partner will not be entitled to the subordinated incentive listing fee unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions plus the return of their capital. No such distributions were incurred during the year ended December 31, 2014. Neither the Special Limited Partner nor any of its affiliates can earn both the subordination participation in the net sale proceeds and the subordinated incentive listing distribution. | |||||||||||||||||
Upon termination or non-renewal of the Advisory agreement with the Advisor, with or without cause, the Special Limited Partner will be entitled to receive distributions from the OP equal to 15.0% of the amount by which the sum of the Company’s market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. The Special Limited Partner may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs. No such distributions were incurred during the year ended December 31, 2014. |
Economic_Dependency
Economic Dependency | 12 Months Ended |
Dec. 31, 2014 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency |
Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management, asset acquisition and disposition decisions, the sale of shares of common stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations. | |
As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | Income Taxes | |||||||
We intend to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our tax year ended December 31, 2014. In order to qualify as a REIT, we must annually distribute to our stockholders 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and must comply with various other organizational and operational requirements. Distributions to stockholders for the tax year ended December 31, 2014 were all deemed to be return of capital. | ||||||||
The components of income tax expense for the year ended December 31, 2014 are presented in the following table, in thousands. There was no income tax expense for the year ended December 31, 2013. | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | 633 | $ | — | ||||
State | 91 | — | ||||||
724 | — | |||||||
Deferred: | ||||||||
Federal | (116 | ) | — | |||||
State | (17 | ) | — | |||||
(133 | ) | — | ||||||
Income tax expense | $ | 591 | $ | — | ||||
A reconciliation of the statutory federal income tax benefit of the Company's income tax expense is presented in the following table, in thousands. There was no income tax expense for the year ended December 31, 2013. | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Statutory federal income tax benefit | $ | (4,845 | ) | $ | — | |||
Effect of non-taxable REIT loss | 5,361 | — | ||||||
State income tax expense, net of federal tax benefit | 73 | — | ||||||
Other | 2 | — | ||||||
Income tax expense | $ | 591 | $ | — | ||||
The tax effect of each type of temporary difference and carryforward, that gives rise to the deferred tax assets and liabilities as of December 31, 2014 are presented in the following table, in thousands. There were no temporary differences or carryforwards for the year ended December 31, 2013. | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax asset: | ||||||||
Employee-related compensation | $ | 152 | $ | — | ||||
Other | 11 | — | ||||||
163 | — | |||||||
Deferred tax liability | ||||||||
Investments in unconsolidated joint ventures | (30 | ) | — | |||||
Total deferred tax liability | (30 | ) | — | |||||
Net deferred tax asset | $ | 133 | $ | — | ||||
As of December 31, 2014, the Company had a net deferred tax asset of $0.1 million. The Company believes that it is more likely than not that the TRS will generate sufficient taxable income to realize in full this deferred tax asset. Accordingly, no valuation allowance has been recorded as of December 31, 2014. | ||||||||
As of December 31, 2014, the tax years that remain subject to examination by major tax jurisdictions include 2013 and 2014. |
Quarterly_Results_Unaudited
Quarterly Results (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) | ||||||||||||||||||||
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2014 2013: | |||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||
Predecessor | Successor | ||||||||||||||||||||
(In thousands, except for share amounts) | Period from January 1 to March 20, 2014 | Period from March 21 to March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | ||||||||||||||||
Total revenues | $ | 8,245 | $ | 1,320 | $ | 11,460 | $ | 11,387 | $ | 10,704 | |||||||||||
Net loss attributable to stockholders | $ | (605 | ) | $ | (5,282 | ) | $ | (82 | ) | $ | (3,549 | ) | $ | (5,928 | ) | ||||||
Basic and diluted weighted average common shares outstanding | NA | 68,622 | 398,796 | 2,792,350 | 7,959,303 | ||||||||||||||||
Basic and diluted net loss per share attributable to stockholders | NA | $ | (76.97 | ) | $ | (0.21 | ) | $ | (1.27 | ) | $ | (0.74 | ) | ||||||||
Quarters Ended | |||||||||||||||||||||
Predecessor | |||||||||||||||||||||
(In thousands, except for share amounts) | March 31, 2013 | June 30, 2013 | September 30, 2013 | December 31, 2013 | |||||||||||||||||
Total revenues | $ | 8,776 | $ | 10,988 | $ | 10,413 | $ | 9,620 | |||||||||||||
Net income (loss) attributable to stockholders | $ | (971 | ) | $ | 978 | $ | 468 | $ | (370 | ) | |||||||||||
Basic and diluted weighted average common shares outstanding | NA | NA | NA | NA | |||||||||||||||||
Basic and diluted net loss per share attributable to stockholders | NA | NA | NA | NA | |||||||||||||||||
___________________________________________________ | |||||||||||||||||||||
NA - not applicable |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Subsequent Events [Abstract] | |||||||||||||
Subsequent Events | Subsequent Events | ||||||||||||
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the accompanying consolidated financial statements except for the following transactions: | |||||||||||||
Sales of Common Stock | |||||||||||||
As of March 15, 2015, the Company had 15.1 million shares of common stock outstanding, including unvested restricted shares and shares issued under the DRIP. Total gross proceeds, net of repurchases, from these issuances were $375.1 million, including proceeds from shares issued under the DRIP. As of March 15, 2015, the aggregate value of all share issuances was $377.2 million based on a per share value of $25.00 (or $23.75 per share for shares issued under the DRIP). | |||||||||||||
Total capital raised to date, including shares issued under the DRIP, is as follows (in thousands): | |||||||||||||
Source of Capital | Inception to December 31, 2014 | January 1, 2015 to March 15, 2015 | Total | ||||||||||
Common stock | $ | 252,854 | $ | 122,233 | $ | 375,087 | |||||||
Distributions Paid | |||||||||||||
On January 2, 2015, the Company paid distributions of $1.4 million to stockholders of record during the month of December 2014. Approximately $0.7 million of such distributions were paid in cash, while $0.7 million was reinvested to purchase 27,223 shares under the DRIP. On February 2, 2015, the Company paid distributions of $1.6 million to stockholders of record during the month of January 2015. Approximately $0.8 million of such distributions were paid in cash, while $0.8 million was reinvested to purchase 31,525 shares under the DRIP. On March 2, 2015, the Company paid distributions of $1.7 million to stockholders of record during the month of February 2015. Approximately $0.9 million of such distributions were paid in cash, while $0.8 million was reinvested to purchase 33,643 shares under the DRIP. | |||||||||||||
Acquisition | |||||||||||||
On February 27, 2015, the Company closed the Grace Acquisition (See Note 1 - Organization). |
Schedule_III_Real_Estate_and_A
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | ||||||||||||||||||||||||||||||||
Schedule III, Real Estate and Accumulated Depreciation Disclosure | ||||||||||||||||||||||||||||||||
Initial Cost | Subsequent Costs Capitalized | Gross Amount at December 31, 2014 (1) | ||||||||||||||||||||||||||||||
Property | U.S. State or Country | Acquisition | Debt at December 31, 2014 | Land | Building and | Land | Building and Improvements | Land | Building and Improvements | Total | Accumulated | |||||||||||||||||||||
Date | Improvements | Depreciation (2) | ||||||||||||||||||||||||||||||
Baltimore Courtyard Inner Harbor Hotel | MD | 2014 | $ | 24,980 | $ | 4,960 | $ | 34,343 | $ | — | $ | 1 | $ | 4,960 | $ | 34,344 | $ | 39,304 | $ | (679 | ) | |||||||||||
Courtyard Providence Downtown Hotel | RI | 2014 | 20,520 | 4,724 | 29,388 | — | 1,238 | 4,724 | 30,626 | 35,350 | (586 | ) | ||||||||||||||||||||
Homewood Suites Stratford | CT | 2014 | — | 2,377 | 13,874 | — | 2,332 | 2,377 | 16,206 | 18,583 | (304 | ) | ||||||||||||||||||||
Total | $ | 45,500 | $ | 12,061 | $ | 77,605 | $ | — | $ | 3,571 | $ | 12,061 | $ | 81,176 | $ | 93,237 | $ | (1,569 | ) | |||||||||||||
___________________________________ | ||||||||||||||||||||||||||||||||
-1 | The tax basis of aggregate land, buildings and improvements as of December 31, 2014 is $92.3 million. | |||||||||||||||||||||||||||||||
-2 | Each of the properties has a depreciable life of: 40 years for buildings, 15 years for improvements. | |||||||||||||||||||||||||||||||
A summary of activity for real estate and accumulated depreciation for the period from March 21 to December 31, 2014(1): | ||||||||||||||||||||||||||||||||
For the Period from March 21 to December 31, 2014 | ||||||||||||||||||||||||||||||||
Land, buildings and improvements, at cost: | ||||||||||||||||||||||||||||||||
Balance at March 21, 2014 | $ | 89,666 | ||||||||||||||||||||||||||||||
Additions-Acquisitions | — | |||||||||||||||||||||||||||||||
Capital improvements | 3,571 | |||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 93,237 | ||||||||||||||||||||||||||||||
Accumulated depreciation and amortization: | ||||||||||||||||||||||||||||||||
Balance at March 21, 2014 | $ | — | ||||||||||||||||||||||||||||||
Depreciation expense | (1,569 | ) | ||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | (1,569 | ) | |||||||||||||||||||||||||||||
___________________________________ | ||||||||||||||||||||||||||||||||
-1 | The change in the real estate investments for the Predecessor has not been presented because the land, building and improvements were recorded by the Predecessor at the pre-acquisition basis. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of Consolidation/Combination and Basis of Presentation | Principles of Consolidation/Combination and Basis of Presentation |
The accompanying consolidated/combined financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary. | |
The Predecessor represents hospitality assets and operations owned by Barceló Crestline Corporation and its consolidated subsidiaries ("BCC"), which historically have been maintained in various legal entities. Historically, financial statements have not been prepared for the Predecessor as a discrete stand-alone entity. The accompanying consolidated/combined financial statements for the Predecessor as of December 31, 2013, for the period from January 1 to March 20, 2014 and for the year ended December 31, 2013 have been derived from the historical accounting records of BCC and reflect the assets, liabilities, equity, revenue and expenses directly attributable to the Predecessor, as well as allocations deemed reasonable by management, to present the combined financial position, results of operations, changes in equity, and cash flows of the Predecessor on a stand-alone basis. Included in the accompanying consolidated/combined statement of operations for the period from March 21 to December 31, 2014 is $0.2 million of costs related to the Company for the period from January 1 to March 20, 2014. | |
Use of Estimates | Use of Estimates |
The preparation of the accompanying consolidated/combined 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. Actual results could differ from those estimates. Management makes significant estimates regarding purchase price allocations to record investments in real estate, the useful lives of real estate and real estate taxes, as applicable. | |
Real Estate Investments and Below-Market Lease | Real Estate Investments and Below-Market Lease |
The Company allocates the purchase price of properties acquired in real estate investments to tangible and identifiable intangible assets acquired based on their respective fair values at the date of acquisition. Tangible assets include land, land improvements, buildings and fixtures. The Company utilizes various estimates, processes and information to determine the property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on purchase price allocation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets and liabilities, as applicable, are typically related to contracts, including operating lease agreements, ground lease agreements and hotel management agreements, which will be recorded at fair value. | |
In making estimates of fair values for purposes of allocating the purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. | |
Investments in real estate that are not considered to be business combinations are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation of the Company's assets is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for leasehold interests. | |
The Company is required to make subjective assessments as to the useful lives of the Company’s assets for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis. | |
A disposal of a component of the Company or a group of components of the Company is required to be reported in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results. The Company is required to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. As a result, the operations of sold properties through the date of their disposal will be included in continuing operations, unless the sale represents a strategic shift. However, the gain or loss on the sale of a property will be reported separately below income from continuing operations. | |
The below-market lease intangible is based on the difference between the market rent and the contractual rent and is discounted to a present value using an interest rate reflecting the Company's current assessment of the risk associated with the lease acquired. See Note 5. Acquired lease intangible assets are amortized over the remaining lease term. The amortization of a below-market lease is recorded as an increase to rent expense on the consolidated/combined statements of operations. | |
Impairment of Long Lived Assets and Investments in Unconsolidated Entities | Impairment of Long Lived Assets and Investments in Unconsolidated Entities |
When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. The estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less the estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income. No such impairment losses were recorded in the periods presented. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash and cash equivalents includes cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. The Federal Deposit Insurance Corporation ("FDIC"), only insures amounts up to $250,000 per depositor per insured bank. The Company expects to have cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. | |
Restricted Cash | Restricted Cash |
Restricted cash consists of amounts required under mortgage agreements for future capital improvements to owned assets, future interest and property tax payments and excess cash flow deposits due to mortgage agreement restrictions. For purposes of the statement of cash flows, changes in restricted cash caused by changes to the amount needed for future capital improvements are treated as investing activities and changes related to future interest and real estate tax payments and excess cash flow deposits are treated as operating activities. | |
Deferred Financing Fees | Deferred Financing Fees |
Deferred financing fees represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These fees are amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing fees are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not be successful. | |
Variable Interest Entities | Variable Interest Entities |
Accounting Standards Codification ("ASC") 810, Consolidation contains the guidance surrounding the definition of variable interest entities ("VIE"), the definition of variable interests and the consolidation rules surrounding VIEs. In general, VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. The Company has variable interests in VIEs through its investments in entities which own the Westin Virginia Beach Town Center (the "Westin Virginia Beach") and the Hilton Garden Inn Blacksburg. | |
Once it is determined that the Company holds a variable interest in an entity, GAAP requires that the Company perform a qualitative analysis to determine (i) which entity has the power to direct the matters that most significantly impact the VIE’s financial performance; and (ii) if the Company has the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive the benefits of the VIE that could potentially be significant to the VIE. The entity that has both of these characteristics is deemed to be the primary beneficiary and is required to consolidate the VIE (See Note 4 - Variable Interest Entities and Investments in Unconsolidated Entities). | |
The Company classifies the distributions from its investments in unconsolidated entities in the consolidated/combined statement of cash flows based upon an evaluation of the specific facts and circumstances of each distribution. For example, distributions of cash generated by property operations are classified as cash flows from operating activities. However, distributions received as a result of property sales are classified as cash flows from investing activities. | |
Revenue Recognition | Revenue Recognition |
Hotel revenue is recognized as earned, which is generally defined as the date upon which a guest occupies a room or utilizes the hotel services. | |
Income Taxes | Income Taxes |
The Company intends to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its tax year ended December 31, 2014. In order to qualify as a REIT, the Company must annually distribute to its stockholders 90% of its REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain, and must comply with various other organizational and operational requirements. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax on that portion of its REIT taxable income that it distributes to its stockholders. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income, property tax and federal income and excise taxes on its undistributed income. The Company's hotels are leased to a taxable REIT subsidiary ("TRS") which is a wholly owned subsidiary of the OP. The TRS is subject to federal, state and local income taxes. | |
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for net operating loss, capital loss, and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which such amounts are expected to be realized or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. | |
GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is "more-likely-than-not" that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. The Company recognizes accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. | |
Earnings/ Loss per Share | Earnings/Loss per Share |
The Company calculates basic income or loss per share by dividing net income or loss for the period by the weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested stock awards, except when doing so would be anti-dilutive. | |
Advertising Costs | Advertising Costs |
The Company expenses advertising costs as incurred. | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts |
Receivables consist principally of trade receivables from customers and are generally unsecured and are due within 30 to 90 days. The Company records a provision for uncollectible accounts using the allowance method. Expected credit losses associated with trade receivables are recorded as an allowance for doubtful accounts. The allowance for doubtful accounts is estimated based upon historical patterns of credit losses for aged receivables as well as specific provisions for certain identifiable, potentially uncollectible balances. When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for doubtful accounts is reduced. | |
Reportable Segments | Reportable Segments |
The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate room revenue and other income through the operation of the properties, which comprise 100% of the total consolidated/combined revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level, none of which represent a reportable segment. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08 Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosure of Disposal of Components of an Entity. Under this standard, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. In addition, it requires an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position. As a result, the operations of sold properties through the date of their disposal will be included in continuing operations, unless the sale represents a strategic shift. However, the gain or loss on the sale of a property will be reported separately below income from continuing operations. The Company adopted this ASU as of January 1, 2014. No prior year restatements are permitted for this change in policy. For purposes of earnings per share calculation, beginning in 2014 gains and losses on property sales will be included in continuing operations. | |
On May 28, 2014, the FASB issued ASU 2014-09 Revenue from Contracts with Customers ("ASU 2014-09"), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. | |
In August 2014, the FASB issued ASU 2014-15 Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be used along with existing auditing standards. The adoption of ASU 2014-15 becomes effective for the Company on its fiscal year ending December 31, 2016, and all subsequent annual periods. Early adoption is permitted. The adoption of ASU 2014-15 is not expected to have a material effect on the Company's consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | When internal collection efforts on accounts have been exhausted, the accounts are written off and the associated allowance for doubtful accounts is reduced. Trade receivable balances, net of the allowance for doubtful accounts, are included in prepaid expenses and other assets in the accompanying consolidated/combined balance sheets, and are as follows (in thousands): | ||||||||
Successor | Predecessor | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Trade receivables | $ | 1,388 | $ | 788 | |||||
Allowance for doubtful accounts | (45 | ) | (26 | ) | |||||
Trade receivables, net of allowance | $ | 1,343 | $ | 762 | |||||
Real_Estate_Investments_Tables
Real Estate Investments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule of Business Acquisitions | The following table presents the allocation of the assets acquired and liabilities assumed by the Company as of March 21, 2014 (in thousands): | ||||
Successor | |||||
Assets acquired and liabilities assumed | As of March 21, 2014 | ||||
Land | $ | 12,061 | |||
Buildings and improvements | 77,605 | ||||
Below-market lease obligation | 8,400 | ||||
Furniture, fixtures and equipment | 5,220 | ||||
Restricted cash | 619 | ||||
Investment in unconsolidated entities | 5,380 | ||||
Prepaid expenses and other assets | 2,314 | ||||
Accounts payable and accrued expenses | (1,469 | ) | |||
Total operating assets acquired, net | 110,130 | ||||
Contingent consideration on acquisition | (2,268 | ) | |||
Seller financing of real estate investments | (58,074 | ) | |||
Seller financing of investment in unconsolidated entities | (5,000 | ) | |||
Deferred consideration | (3,400 | ) | |||
Total assets acquired, net | $ | 41,388 | |||
Variable_Interest_Entities_and1
Variable Interest Entities and Investments in Unconsolidated Entities (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Variable Interest Entities and Investments in Unconsolidated Affiliates [Abstract] | |||||||||||||||||||||||||||
Schedule of Variable Interest Entities | The maximum exposure to loss as a result of the Company’s and Predecessor's investments in unconsolidated entities as of December 31, 2014 and December 31, 2013, respectively, is as follows (in thousands)(1): | ||||||||||||||||||||||||||
Partnership Loan Balance | Investment in Partnership | Partnership Maximum Exposure to Loss | |||||||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||
Partnership | 31-Dec-14 | December 31, 2013 | December 31, 2014 | December 31, 2013 | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||
HGI Blacksburg JV | $ | 10,063 | $ | 10,663 | $ | 1,631 | $ | 893 | $ | 11,694 | $ | 11,556 | |||||||||||||||
Westin Virginia Beach JV | 20,540 | 26,576 | 3,844 | 3,488 | 24,384 | 30,064 | |||||||||||||||||||||
Total | $ | 30,603 | $ | 37,239 | $ | 5,475 | $ | 4,381 | $ | 36,078 | $ | 41,620 | |||||||||||||||
______________________________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Represents the Company's maximum exposure to loss at each unconsolidated entity should the loss be caused by the Company. As a result of the Blacksburg Payment Guaranty, the Blacksburg Cross Indemnity, the Westin Virginia Beach Non-Recourse Carve-out Guaranty and the Westin Virginia Beach Cross Indemnity, the Company and Predecessor have a maximum exposure to loss of the outstanding loan balance at the entity as well as their investment in the entity. | |||||||||||||||||||||||||||
The Company’s and Predecessor's investments in unconsolidated entities as of December 31, 2014 and December 31, 2013, respectively, consist of the following (in thousands): | |||||||||||||||||||||||||||
Investment in Partnership | |||||||||||||||||||||||||||
Successor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||
Partnership | Ownership Interest | December 31, 2014 | December 31, 2013 | For the Period from March 21 to December 31, 2014 | For the Period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||
HGI Blacksburg JV | 24 | % | $ | 1,631 | $ | 893 | $ | 110 | $ | (35 | ) | $ | 79 | ||||||||||||||
Westin Virginia Beach JV | 30.53 | % | 3,844 | 3,488 | 242 | (131 | ) | (144 | ) | ||||||||||||||||||
Total | $ | 5,475 | $ | 4,381 | $ | 352 | $ | (166 | ) | $ | (65 | ) | |||||||||||||||
Below is the summarized financial information for the HGI Blacksburg JV as of December 31, 2014 and December 31, 2013 and for the period from January 1 to March 20, 2014, for the period from March 21 to December 31, 2014 and for the year ended December 31, 2013 (in thousands): | |||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
(in thousands) | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Total Assets | $ | 14,659 | $ | 14,835 | |||||||||||||||||||||||
Total Liabilities | 10,482 | 11,113 | |||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
For the Period from March 21 to December 31, 2014 | For the period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||||||
Hotel revenue | $ | 3,981 | $ | 687 | $ | 4,440 | |||||||||||||||||||||
Operating income (loss) | 887 | (47 | ) | 794 | |||||||||||||||||||||||
Interest expense | (340 | ) | (97 | ) | (465 | ) | |||||||||||||||||||||
Net income (loss) | $ | 547 | $ | (144 | ) | $ | 329 | ||||||||||||||||||||
Company's share of net income (loss) | 132 | (35 | ) | 79 | |||||||||||||||||||||||
Additional amortization expense (1) | (22 | ) | — | — | |||||||||||||||||||||||
Company's share of net income (loss) | $ | 110 | $ | (35 | ) | $ | 79 | ||||||||||||||||||||
____________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Amortization of the purchase price of the Company’s original interest in the HGI Blacksburg JV, less the Company's share of the JV's deficit, which resulted in a basis difference of $0.6 million. | |||||||||||||||||||||||||||
Below is the summarized financial information for the Westin Virginia Beach JV as of December 31, 2014 and December 31, 2013 and for the period from January 1 to March 20, 2014, for the period from March 21 to December 31, 2014 and for the year ended December 31, 2013 (in thousands): | |||||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
(in thousands) | December 31, 2014 | December 31, 2013 | |||||||||||||||||||||||||
Total Assets | $ | 30,816 | $ | 31,035 | |||||||||||||||||||||||
Total Liabilities | 22,168 | 28,991 | |||||||||||||||||||||||||
Successor | Predecessor | ||||||||||||||||||||||||||
For the Period from March 21 to December 31, 2014 | For the Period from January 1 to March 20, 2014 | Year Ended December 31, 2013 | |||||||||||||||||||||||||
Hotel revenue | $ | 10,146 | $ | 2,070 | $ | 11,232 | |||||||||||||||||||||
Operating income (loss) | 2,150 | (67 | ) | 1,228 | |||||||||||||||||||||||
Interest income | — | — | 2 | ||||||||||||||||||||||||
Interest expense | (994 | ) | (304 | ) | (1,429 | ) | |||||||||||||||||||||
Forgiveness of debt | 7,522 | — | — | ||||||||||||||||||||||||
Net income (loss) | $ | 8,678 | $ | (371 | ) | $ | (199 | ) | |||||||||||||||||||
Company's share of net income (loss) | 2,650 | (113 | ) | (61 | ) | ||||||||||||||||||||||
Additional amortization expense (1) | (111 | ) | (18 | ) | (83 | ) | |||||||||||||||||||||
Unrecognized gain by JV (2) | (2,297 | ) | — | — | |||||||||||||||||||||||
Company's share of net income (loss) | $ | 242 | $ | (131 | ) | $ | (144 | ) | |||||||||||||||||||
_________________________________________________________________________ | |||||||||||||||||||||||||||
(1) Amortization of the purchase price of the Predecessor’s original interest in the Westin Virginia Beach JV, less the Predecessor’s share of the partnership’s deficit, which resulted in a basis difference of $3.4 million and the Company’s original interest in the Westin Virginia Beach JV, less the Company's share of the JV's deficit, which resulted in a basis difference of $3.6 million. | |||||||||||||||||||||||||||
(2) Represents gain recorded by the JV for the forgiveness of debt which is not recognized by the Company. |
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Leases [Abstract] | |||||||||
Schedule of Future Minimum Lease Payments for Operating Leases | The future minimum rental commitments for the Georgia Tech Hotel are as follows (in thousands): | ||||||||
Minimum Rental Commitments | Amortization of Lease Intangible to Rent Expense | ||||||||
Year ended December 31, 2015 | $ | 4,400 | $ | 433 | |||||
Year ended December 31, 2016 | 4,400 | 433 | |||||||
Year ended December 31, 2017 | 4,400 | 433 | |||||||
Year ended December 31, 2018 | 4,400 | 433 | |||||||
Year ended December 31, 2019 | 4,400 | 433 | |||||||
Thereafter | 60,133 | 5,895 | |||||||
Total | $ | 82,133 | $ | 8,060 | |||||
Mortgage_Notes_Payable_Tables
Mortgage Notes Payable (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Debt Disclosure [Abstract] | |||||||||||
Schedule of Long-term Debt Instruments | The Company’s and the Predecessor's mortgage note payable as of December 31, 2014 and December 31, 2013 consist of the following, respectively (in thousands): | ||||||||||
Successor | |||||||||||
Outstanding Mortgage Note Payable | |||||||||||
Encumbered Properties | 31-Dec-14 | Interest Rate | Payment | Maturity | |||||||
Baltimore Courtyard & Providence Courtyard | $ | 45,500 | 4.30% | Interest Only, Principal paid at Maturity | Apr-19 | ||||||
Predecessor | |||||||||||
Outstanding Mortgage Note Payable | |||||||||||
Encumbered Properties | December 31, 2013 | Interest Rate | Payment | Maturity | |||||||
Baltimore Courtyard & Providence Courtyard | $ | 41,449 | 4.55% plus the greater | Principal | January | ||||||
of (i) three-month | and | 2016 | |||||||||
LIBOR or (ii) a | Interest | ||||||||||
LIBOR floor of | |||||||||||
0.50%(1) | |||||||||||
______________________________________________________________________________________________ | |||||||||||
(1) 5.05% at December 31, 2013 |
Promissory_Notes_Payable_Table
Promissory Notes Payable (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Debt Disclosure [Abstract] | ||||||||||||
Schedule of Promissory Notes | The Company’s promissory notes payable as of December 31, 2014 are as follows (in thousands): | |||||||||||
Outstanding Promissory Notes Payable | ||||||||||||
Use of Proceeds | 31-Dec-14 | Interest Rate | Payment | Maturity | ||||||||
Barceló acquisition | $ | 63,074 | 6.8 | % | Interest Only | See below | ||||||
Property improvement plan | 1,775 | 4.5 | % | Interest Only | Mar-19 | |||||||
Grace Acquisition deposit | — | 6 | % | Interest Only | May-15 | |||||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Liabilities | The following is a summary of the components of accounts payable and accrued expenses (in thousands): | ||||||||
Successor | Predecessor | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Trade accounts payable and accrued expenses | $ | 7,412 | $ | 2,745 | |||||
Contingent consideration from Barceló Acquisition (see Note 11) | 2,384 | — | |||||||
Deferred payment for Barceló Acquisition (see Note 11) | 3,471 | — | |||||||
Accrued salaries and related liabilities | 952 | 819 | |||||||
Georgia Tech Hotel lease obligation | — | 1,733 | |||||||
Total | $ | 14,219 | $ | 5,297 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value by Balance Sheet Grouping | The following table shows the carrying values and the fair values of material non-current liabilities that qualify as financial instruments, determined in accordance with the authoritative guidance for disclosures about fair value of financial instruments (in thousands): | ||||||||||||||||
Successor | Predecessor | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Mortgage note payable | $ | 45,500 | $ | 44,582 | $ | 41,449 | $ | 38,921 | |||||||||
Promissory notes payable | 64,849 | 64,849 | — | — | |||||||||||||
Contingent consideration on acquisition | 2,384 | 2,384 | — | — | |||||||||||||
Deferred consideration | 3,471 | 3,471 | — | — | |||||||||||||
Total | $ | 116,204 | $ | 115,286 | $ | 41,449 | $ | 38,921 | |||||||||
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Schedule of Related Party Transactions | The table below shows the interest expense paid by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013 (in thousands): | ||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Interest payment related to the Grace deposit promissory note | $ | 151 | $ | — | $ | — | $ | — | |||||||||
The table below shows the fees incurred from and payable to Georgia Tech Hotel during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total offering related costs incurred to leased hotel | $ | 60 | $ | — | $ | 60 | $ | — | |||||||||
The table below depicts the acquisition and financing coordination fees charged by the Advisor in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Acquisition fees | $ | 1,598 | $ | — | $ | — | $ | — | |||||||||
Financing coordination fees | 815 | — | — | — | |||||||||||||
$ | 2,413 | $ | — | $ | — | $ | — | ||||||||||
The table below shows compensation and reimbursements incurred and payable to the Advisor and its affiliates for services relating to the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated amounts payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total compensation and reimbursement for services provided by the Advisor and its affiliates relating to the Offering | $ | 3,915 | $ | 644 | $ | 1,885 | $ | 644 | |||||||||
The table below shows the management fees and reimbursable expenses incurred by the Company during the year ended December 31, 2014 and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the management fees and reimbursable expenses incurred by the Predecessor for the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total management fees and reimbursable expenses incurred from Sub-Property Manager | $ | 2,579 | $ | 2,445 | $ | 228 | $ | 158 | |||||||||
Total management fees incurred from Property Manager | 262 | — | 20 | — | |||||||||||||
$ | 2,841 | $ | 2,445 | $ | 248 | $ | 158 | ||||||||||
The table below shows the interest expense paid by the Company during the year ended December 31, 2014, and the associated payable as of December 31, 2014, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets, and the interest expense paid by the Predecessor during the year ended December 31, 2013 and the associated payable as of December 31, 2013, which is recorded in accounts payable and accrued expenses on the Predecessor's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Interest related to the Property improvement plan promissory note | $ | 63 | $ | — | $ | 20 | $ | — | |||||||||
The table below depicts related party fees and reimbursements charged by the Dealer Manager and RCS Advisory in connection with the operations of the Company for the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Transaction fees and expenses | $ | 5,270 | $ | — | $ | 4,645 | $ | — | |||||||||
Advisory and investment banking fee | 460 | — | — | — | |||||||||||||
Total related party fees and reimbursements | $ | 5,730 | $ | — | $ | 4,645 | $ | — | |||||||||
The table below shows the fees incurred from and payable to the Dealer Manager for the Offering during the year ended December 31, 2014 and 2013, respectively, and the associated payable as of December 31, 2014 and December 31, 2013, which is recorded in due to affiliates on the Company's consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Year Ended | Payable as of | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | 31-Dec-14 | 31-Dec-13 | ||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 24,099 | $ | — | $ | 153 | $ | — | |||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense for the year ended December 31, 2014 are presented in the following table, in thousands. There was no income tax expense for the year ended December 31, 2013. | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current: | ||||||||
Federal | $ | 633 | $ | — | ||||
State | 91 | — | ||||||
724 | — | |||||||
Deferred: | ||||||||
Federal | (116 | ) | — | |||||
State | (17 | ) | — | |||||
(133 | ) | — | ||||||
Income tax expense | $ | 591 | $ | — | ||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax benefit of the Company's income tax expense is presented in the following table, in thousands. There was no income tax expense for the year ended December 31, 2013. | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Statutory federal income tax benefit | $ | (4,845 | ) | $ | — | |||
Effect of non-taxable REIT loss | 5,361 | — | ||||||
State income tax expense, net of federal tax benefit | 73 | — | ||||||
Other | 2 | — | ||||||
Income tax expense | $ | 591 | $ | — | ||||
Schedule of Deferred Tax Assets and Liabilities | The tax effect of each type of temporary difference and carryforward, that gives rise to the deferred tax assets and liabilities as of December 31, 2014 are presented in the following table, in thousands. There were no temporary differences or carryforwards for the year ended December 31, 2013. | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax asset: | ||||||||
Employee-related compensation | $ | 152 | $ | — | ||||
Other | 11 | — | ||||||
163 | — | |||||||
Deferred tax liability | ||||||||
Investments in unconsolidated joint ventures | (30 | ) | — | |||||
Total deferred tax liability | (30 | ) | — | |||||
Net deferred tax asset | $ | 133 | $ | — | ||||
Quarterly_Results_Unaudited_Ta
Quarterly Results (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||
Schedule of Quarterly Financial Information | Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2014 2013: | ||||||||||||||||||||
Quarters Ended | |||||||||||||||||||||
Predecessor | Successor | ||||||||||||||||||||
(In thousands, except for share amounts) | Period from January 1 to March 20, 2014 | Period from March 21 to March 31, 2014 | June 30, 2014 | September 30, 2014 | December 31, 2014 | ||||||||||||||||
Total revenues | $ | 8,245 | $ | 1,320 | $ | 11,460 | $ | 11,387 | $ | 10,704 | |||||||||||
Net loss attributable to stockholders | $ | (605 | ) | $ | (5,282 | ) | $ | (82 | ) | $ | (3,549 | ) | $ | (5,928 | ) | ||||||
Basic and diluted weighted average common shares outstanding | NA | 68,622 | 398,796 | 2,792,350 | 7,959,303 | ||||||||||||||||
Basic and diluted net loss per share attributable to stockholders | NA | $ | (76.97 | ) | $ | (0.21 | ) | $ | (1.27 | ) | $ | (0.74 | ) | ||||||||
Quarters Ended | |||||||||||||||||||||
Predecessor | |||||||||||||||||||||
(In thousands, except for share amounts) | March 31, 2013 | June 30, 2013 | September 30, 2013 | December 31, 2013 | |||||||||||||||||
Total revenues | $ | 8,776 | $ | 10,988 | $ | 10,413 | $ | 9,620 | |||||||||||||
Net income (loss) attributable to stockholders | $ | (971 | ) | $ | 978 | $ | 468 | $ | (370 | ) | |||||||||||
Basic and diluted weighted average common shares outstanding | NA | NA | NA | NA | |||||||||||||||||
Basic and diluted net loss per share attributable to stockholders | NA | NA | NA | NA | |||||||||||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Subsequent Events [Abstract] | |||||||||||||
Schedule of Common Stock Offerings | Total capital raised to date, including shares issued under the DRIP, is as follows (in thousands): | ||||||||||||
Source of Capital | Inception to December 31, 2014 | January 1, 2015 to March 15, 2015 | Total | ||||||||||
Common stock | $ | 252,854 | $ | 122,233 | $ | 375,087 | |||||||
Organization_Narrative_Details
Organization - Narrative (Details) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | 0 Months Ended | ||
Feb. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 11, 2014 | 23-May-14 | Jan. 07, 2014 | |
company | ||||||
hotel | ||||||
Class of Stock [Line Items] | ||||||
Number of properties owned | 6 | |||||
Shares authorized (in shares) | 80,000,000 | |||||
Share price (in dollars per share) | $22.50 | |||||
Maximum sale amount of shares | $2,000,000,000 | |||||
Subscriptions required to break escrow | 2,000,000 | |||||
Common stock, outstanding | 10,163,206 | |||||
Proceeds from issuance of common stock, net | 200,000 | 252,854,000 | ||||
Common stock outstanding | 254,000,000 | |||||
Number of newly formed limited liability companies in Delaware | 2 | |||||
Closing consideration payable | 3,500,000 | |||||
The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Number of properties owned | 116 | 126 | ||||
Aggregate contract purchase price | 1,808,000,000 | |||||
Proceeds from issuance or sale of equity | 230,100,000 | |||||
Proceeds from assumption of long-term debt | 903,900,000 | |||||
Funding through additional mortgage and mezzanine financing | 227,000,000 | |||||
Common stock | ||||||
Class of Stock [Line Items] | ||||||
Par value (in dollars per share) | 0.01 | |||||
Share price (in dollars per share) | $25 | 25 | ||||
Distribution reinvestment plan | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized (in shares) | 21,052,631 | |||||
Share price (in dollars per share) | $23.75 | |||||
Share price as a percent of offering price | 95.00% | |||||
Preferred equity interests | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of preferred limited partners units | 447,100,000 | |||||
Amount of repayment in full of currently outstanding unsecured obligations | 63,100,000 | |||||
Gross amounts of equity proceeds received by the company | 100,000,000 | |||||
Percentage of equity offering proceeds used to redeem the preferred equity interests at par | 35.00% | |||||
Maximum amount equity offering proceeds to redeem preferred equity interests at par | 350,000,000 | |||||
Period for maximum equity offerings to redeem preferred equity interests at par | 12 months | |||||
Percentage required to redeem preferred equity interests at the end of third year | 50.00% | |||||
Percentage required to redeem preferred equity interests at the end of fourth year | 100.00% | |||||
Preferred equity interests | The grace acquisition | Minimum | ||||||
Class of Stock [Line Items] | ||||||
Dividend rate per annum | 7.50% | |||||
Preferred equity interests | The grace acquisition | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Dividend rate per annum | 8.00% | |||||
American Realty Capital Hospitality Special Limited Partner, LLC | ||||||
Class of Stock [Line Items] | ||||||
Expected contributed capital | 2,020 | |||||
Operating partnership units (in shares) | 90 | |||||
Secured debt | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Long term debt assumed | 801,100,000 | |||||
Number of properties under loan | 20 | |||||
Mezzanine mortage | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Long term debt assumed | $102,800,000 | |||||
Number of one year extensions | 3 | |||||
London interbank offered rate (LIBOR) | Secured debt | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Basis spread on variable rate | 3.11% | |||||
London interbank offered rate (LIBOR) | Mezzanine mortage | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Basis spread on variable rate | 4.77% | |||||
Mezzanine mortage | Secured debt | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Number of properties under loan | 96 | |||||
One Year Extension Rate Interest Rate Option One | London interbank offered rate (LIBOR) | Secured debt | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Basis spread on variable rate | 6.00% | |||||
One Year Extension Rate Interest Rate Option Two | London interbank offered rate (LIBOR) | Secured debt | The grace acquisition | ||||||
Class of Stock [Line Items] | ||||||
Basis spread on variable rate | 6.25% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended | 9 Months Ended | |
Feb. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
segment | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Subscriptions required to break escrow | $2,000,000 | |||
Advertising expense | 400,000 | 400,000 | ||
Number of reportable segments | 1 | |||
Sales Revenue, Net | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of total consolidated/ combined revenues | 100.00% | |||
Predecessor | Barcelo Crestline Corp. | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Total expenses | $200,000 | |||
Building | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 40 years | |||
Land improvements | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 15 years | |||
Furniture and fixtures | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Useful life | 5 years | |||
Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Period after which receivables are due | 30 days | |||
Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Period after which receivables are due | 90 days |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $1,388 | |
Allowance for doubtful accounts | -45 | |
Trade receivables, net of allowance | 1,343 | |
Predecessor | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | 788 | |
Allowance for doubtful accounts | -26 | |
Trade receivables, net of allowance | $762 |
Business_Combination_Schedule_
Business Combination - Schedule of Business Acquisitions (Details) (Successor, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Mar. 21, 2014 |
Successor | |
Assets acquired and liabilities assumed | |
Land | $12,061 |
Buildings and improvements | 77,605 |
Below-market lease obligation | 8,400 |
Furniture, fixtures and equipment | 5,220 |
Restricted cash | 619 |
Investment in unconsolidated entities | 5,380 |
Prepaid expenses and other assets | 2,314 |
Accounts payable and accrued expenses | -1,469 |
Total assets acquired | 110,130 |
Contingent consideration on acquisition | -2,268 |
Seller financing of real estate investments | -58,074 |
Seller financing of investment in unconsolidated entities | -5,000 |
Deferred consideration | -3,400 |
Total assets acquired, net | $41,388 |
Business_Combination_Narrative
Business Combination - Narrative (Details) (USD $) | 0 Months Ended | |
Mar. 21, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Closing costs payable in 2015 | $3,000,000 | |
Closing costs payable in 2016 | 500,000 | |
Minimum equity raised from offering for contingent consideration | 70,000,000 | |
Successor | ||
Business Acquisition [Line Items] | ||
Assets acquired | 110,130,000 | |
Contingent consideration on acquisition | 2,268,000 | |
Deferred consideration acquired | $3,400,000 |
Variable_Interest_Entities_and2
Variable Interest Entities and Investments in Unconsolidated Entities - Narrative (Details) (USD $) | 5 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 20, 2014 | Apr. 08, 2014 | Apr. 17, 2011 | |
guarantor | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | $45,500,000 | $45,500,000 | ||||
HGI Blacksburg JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Amount of capital distribution | 0 | 240,000 | ||||
HGI Blacksburg JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership Interest | 24.00% | |||||
Number of guarantors on debt | 4 | 4 | ||||
Loan guarantee percentage | 100.00% | 100.00% | ||||
Distribution from unconsolidated affiliates | 0 | 10,000 | ||||
HGI Blacksburg JV | HGI Blacksburg JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership Interest | 24.00% | 24.00% | ||||
Westin Virginia Beach JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership Interest | 30.53% | |||||
Westin Virginia Beach JV | Westin Virginia Beach JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Ownership Interest | 30.53% | 30.53% | ||||
Predecessor | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | 37,239,000 | |||||
Distribution from unconsolidated affiliates | 0 | 0 | ||||
Predecessor | HGI Blacksburg JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | 10,663,000 | |||||
Predecessor | HGI Blacksburg JV | Loan | Blacksburg Loan | ||||||
Variable Interest Entity [Line Items] | ||||||
Amount of loan | 13,000,000 | |||||
Predecessor | Westin Virginia Beach JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | 26,576,000 | |||||
Loan guarantee percentage | 100.00% | 100.00% | ||||
Predecessor | Westin Virginia Beach JV | Loan | West Virginia Beach Loan | ||||||
Variable Interest Entity [Line Items] | ||||||
Amount of loan | 20,700,000 | |||||
Predecessor | Westin Virginia Beach JV | Notes Payable | Note C | ||||||
Variable Interest Entity [Line Items] | ||||||
Repayments of note payable | 7,000,000 | |||||
Extinguishment of Debt, Amount | 500,000 | |||||
Successor | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | 30,603,000 | 30,603,000 | ||||
Distribution from unconsolidated affiliates | 257,000 | |||||
Successor | HGI Blacksburg JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | 10,063,000 | 10,063,000 | ||||
Successor | Westin Virginia Beach JV | ||||||
Variable Interest Entity [Line Items] | ||||||
Partnership loan balance | $20,540,000 | $20,540,000 |
Variable_Interest_Entities_and3
Variable Interest Entities and Investments in Unconsolidated Entities - Investments in Unconsolidated Affiliates (Details) (USD $) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 20, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 |
Successor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | $5,475 | $5,475 | ||
Income (Loss) | 352 | |||
Predecessor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | 4,381 | |||
Income (Loss) | -166 | -65 | ||
HGI Blacksburg JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Interest | 24.00% | |||
Investment in partnership | 893 | 1,631 | 1,631 | |
Income (Loss) | -35 | 79 | 110 | |
HGI Blacksburg JV | Successor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | 1,631 | 1,631 | ||
HGI Blacksburg JV | Predecessor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | 893 | |||
Westin Virginia Beach JV | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership Interest | 30.53% | |||
Investment in partnership | 3,488 | 3,844 | 3,844 | |
Income (Loss) | -131 | -144 | 242 | |
Westin Virginia Beach JV | Successor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | 3,844 | 3,844 | ||
Westin Virginia Beach JV | Predecessor | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in partnership | $3,488 |
Variable_Interest_Entities_and4
Variable Interest Entities and Investments in Unconsolidated Entities - VIE's (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | $45,500 | |
Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 30,603 | |
Investment in partnership | 5,475 | |
Partnership maximum exposure to loss | 36,078 | |
Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 37,239 | |
Investment in partnership | 4,381 | |
Partnership maximum exposure to loss | 41,620 | |
HGI Blacksburg JV | ||
Variable Interest Entity [Line Items] | ||
Investment in partnership | 1,631 | 893 |
HGI Blacksburg JV | Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 10,063 | |
Investment in partnership | 1,631 | |
Partnership maximum exposure to loss | 11,694 | |
HGI Blacksburg JV | Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 10,663 | |
Investment in partnership | 893 | |
Partnership maximum exposure to loss | 11,556 | |
Westin Virginia Beach JV | ||
Variable Interest Entity [Line Items] | ||
Investment in partnership | 3,844 | 3,488 |
Westin Virginia Beach JV | Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 20,540 | |
Investment in partnership | 3,844 | |
Partnership maximum exposure to loss | 24,384 | |
Westin Virginia Beach JV | Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership loan balance | 26,576 | |
Investment in partnership | 3,488 | |
Partnership maximum exposure to loss | $30,064 |
Variable_Interest_Entities_and5
Variable Interest Entities and Investments in Unconsolidated Entities - BSE/AH BLACKSBURG HOTEL, LLC (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 5 Months Ended | 0 Months Ended | 3 Months Ended | |||||
Mar. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | |
Variable Interest Entity [Line Items] | |||||||||||
Net income (loss) and comprehensive income (loss) | ($605,000) | ($14,841,000) | |||||||||
Predecessor | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total assets | 135,242,000 | 135,242,000 | |||||||||
Total liabilities | 46,746,000 | 46,746,000 | |||||||||
Hotel revenue | 6,026,000 | 30,489,000 | |||||||||
Interest expense | -531,000 | -2,265,000 | |||||||||
Net income (loss) and comprehensive income (loss) | -605,000 | -370,000 | 468,000 | 978,000 | -971,000 | 105,000 | |||||
Company's share of net income (loss) | -166,000 | -65,000 | |||||||||
Successor | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total assets | 333,374,000 | 333,374,000 | |||||||||
Total liabilities | 131,579,000 | 131,579,000 | |||||||||
Hotel revenue | 26,163,000 | ||||||||||
Interest expense | -5,958,000 | ||||||||||
Net income (loss) and comprehensive income (loss) | -14,841,000 | -5,282,000 | -5,928,000 | -3,549,000 | -82,000 | ||||||
Company's share of net income (loss) | 352,000 | ||||||||||
HGI Blacksburg JV | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Difference in basis | 600,000 | 600,000 | |||||||||
HGI Blacksburg JV | Predecessor | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Hotel revenue | 687,000 | 4,440,000 | |||||||||
Operating income (loss) | -47,000 | 794,000 | |||||||||
Interest expense | -97,000 | -465,000 | |||||||||
Net income (loss) and comprehensive income (loss) | -144,000 | 329,000 | |||||||||
Company's share of net income (loss) | -35,000 | 79,000 | |||||||||
Additional amortization expense | 0 | 0 | |||||||||
Company's share of net income (loss) | -35,000 | 79,000 | |||||||||
HGI Blacksburg JV | Successor | |||||||||||
Variable Interest Entity [Line Items] | |||||||||||
Total assets | 14,659,000 | 14,835,000 | 14,835,000 | 14,659,000 | |||||||
Total liabilities | 10,482,000 | 11,113,000 | 11,113,000 | 10,482,000 | |||||||
Hotel revenue | 3,981,000 | ||||||||||
Operating income (loss) | 887,000 | ||||||||||
Interest expense | -340,000 | ||||||||||
Net income (loss) and comprehensive income (loss) | 547,000 | ||||||||||
Company's share of net income (loss) | 132,000 | ||||||||||
Additional amortization expense | -22,000 | ||||||||||
Company's share of net income (loss) | $110,000 |
Variable_Interest_Entities_and6
Variable Interest Entities and Investments in Unconsolidated Entities - TCA Block 7, LLC (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | ||||||
Mar. 20, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | |
Variable Interest Entity [Line Items] | ||||||||||||
Net income (loss) and comprehensive income (loss) | ($605,000) | ($14,841,000) | ||||||||||
Successor | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Total assets | 333,374,000 | 333,374,000 | ||||||||||
Total liabilities | 131,579,000 | 131,579,000 | ||||||||||
Hotel revenue | 26,163,000 | |||||||||||
Interest expense | -5,958,000 | |||||||||||
Net income (loss) and comprehensive income (loss) | -14,841,000 | -5,282,000 | -5,928,000 | -3,549,000 | -82,000 | |||||||
Company's share of net income (loss) | 352,000 | |||||||||||
Predecessor | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Total assets | 135,242,000 | 135,242,000 | ||||||||||
Total liabilities | 46,746,000 | 46,746,000 | ||||||||||
Hotel revenue | 6,026,000 | 30,489,000 | ||||||||||
Interest expense | -531,000 | -2,265,000 | ||||||||||
Net income (loss) and comprehensive income (loss) | -605,000 | -370,000 | 468,000 | 978,000 | -971,000 | 105,000 | ||||||
Company's share of net income (loss) | -166,000 | -65,000 | ||||||||||
Westin Virginia Beach JV | Successor | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Total assets | 30,816,000 | 30,816,000 | 31,035,000 | 31,035,000 | ||||||||
Total liabilities | 22,168,000 | 22,168,000 | 28,991,000 | 28,991,000 | ||||||||
Hotel revenue | 10,146,000 | |||||||||||
Operating income (loss) | 2,150,000 | |||||||||||
Interest income | 0 | |||||||||||
Interest expense | -994,000 | |||||||||||
Forgiveness of debt | 7,522,000 | |||||||||||
Net income (loss) and comprehensive income (loss) | 8,678,000 | |||||||||||
Company's share of net income (loss) | 2,650,000 | |||||||||||
Additional amortization expense | -111,000 | |||||||||||
Unrecognized gain by JV | -2,297,000 | |||||||||||
Company's share of net income (loss) | 242,000 | |||||||||||
Difference in basis | 3,600,000 | 3,600,000 | ||||||||||
Westin Virginia Beach JV | Predecessor | ||||||||||||
Variable Interest Entity [Line Items] | ||||||||||||
Hotel revenue | 2,070,000 | 11,232,000 | ||||||||||
Operating income (loss) | -67,000 | 1,228,000 | ||||||||||
Interest income | 0 | 2,000 | ||||||||||
Interest expense | -304,000 | -1,429,000 | ||||||||||
Forgiveness of debt | 0 | 0 | ||||||||||
Net income (loss) and comprehensive income (loss) | -371,000 | -199,000 | ||||||||||
Company's share of net income (loss) | -113,000 | -61,000 | ||||||||||
Additional amortization expense | -18,000 | -83,000 | ||||||||||
Unrecognized gain by JV | 0 | 0 | ||||||||||
Company's share of net income (loss) | -131,000 | -144,000 | ||||||||||
Difference in basis | $3,400,000 | $3,400,000 |
Leases_Narrative_Details
Leases - Narrative (Details) (USD $) | 12 Months Ended | 9 Months Ended | 3 Months Ended | 5 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 20, 2014 | Dec. 31, 2013 |
Operating Leased Assets [Line Items] | ||||
Initial lease term | 30 years | |||
Lease extension term | 10 years | |||
Successor | ||||
Operating Leased Assets [Line Items] | ||||
Rent | $3,879 | |||
Predecessor | ||||
Operating Leased Assets [Line Items] | ||||
Rent | 933 | 4,321 | ||
Georgia Tech Hotel | ||||
Operating Leased Assets [Line Items] | ||||
Rent | 300 |
Leases_Schedule_of_Future_Mini
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Minimum Rental Commitments | |
Year ended December 31, 2015 | $4,400 |
Year ended December 31, 2016 | 4,400 |
Year ended December 31, 2017 | 4,400 |
Year ended December 31, 2018 | 4,400 |
Year ended December 31, 2019 | 4,400 |
Thereafter | 60,133 |
Total | 82,133 |
Amortization of Lease Intangible to Rent Expense | |
Year ended December 31, 2015 | 433 |
Year ended December 31, 2016 | 433 |
Year ended December 31, 2017 | 433 |
Year ended December 31, 2018 | 433 |
Year ended December 31, 2019 | 433 |
Thereafter | 5,895 |
Total | $8,060 |
Mortgage_Notes_Payable_Schedul
Mortgage Notes Payable - Schedule of Long-term Debt Instruments (Details) (USD $) | 5 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Successor | ||
Debt Instrument [Line Items] | ||
Mortgage note payable | $45,500 | |
Successor | Mortgage note payable | ||
Debt Instrument [Line Items] | ||
Mortgage note payable | 45,500 | |
Interest Rate (percent) | 4.30% | |
Predecessor | ||
Debt Instrument [Line Items] | ||
Mortgage note payable | 41,449 | |
Predecessor | Mortgage note payable | ||
Debt Instrument [Line Items] | ||
Mortgage note payable | $41,449 | |
Basis spread on variable rate | 4.55% | |
Predecessor | Mortgage note payable | London interbank offered rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
LIBOR floor | 0.50% |
Mortgage_Notes_Payable_Narrati
Mortgage Notes Payable - Narrative (Details) (USD $) | 9 Months Ended | 3 Months Ended | 5 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 | Mar. 20, 2014 | Dec. 31, 2013 |
Successor | |||
Debt Instrument [Line Items] | |||
Interest expense | $1.60 | ||
Predecessor | |||
Debt Instrument [Line Items] | |||
Interest expense | $0.50 | $2.10 | |
Mortgage note payable | Predecessor | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.05% |
Promissory_Notes_Payable_Narra
Promissory Notes Payable - Narrative (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2014 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Minimum equity raised from offering for contingent consideration | $70,000,000 | $70,000,000 |
The grace acquisition | ||
Debt Instrument [Line Items] | ||
Earnest money deposit | 50,000,000 | 50,000,000 |
Successor | ||
Debt Instrument [Line Items] | ||
Promissory notes payable | 64,849,000 | 64,849,000 |
Repayment of affiliate note payable used to fund acquisition deposit | 40,500,000 | 40,500,000 |
Interest expense | 1,600,000 | |
Promissory notes payable | ||
Debt Instrument [Line Items] | ||
Minimum common equity raised requirement for ten day maturity of notes | 150,000,000 | 150,000,000 |
Interest expense | 3,600,000 | |
Promissory notes payable | The grace acquisition | ||
Debt Instrument [Line Items] | ||
Earnest money deposit | 45,000,000 | 45,000,000 |
Promissory notes payable | Successor | BarcelC3 acquisition | ||
Debt Instrument [Line Items] | ||
Promissory notes payable | $63,074,000 | $63,074,000 |
Promissory_Notes_Payable_Sched
Promissory Notes Payable - Schedule of Promissory Notes (Details) (Successor, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
Promissory notes payable | $64,849 |
Promissory notes payable | BarcelC3 acquisition | |
Debt Instrument [Line Items] | |
Promissory notes payable | 63,074 |
Interest Rate (percent) | 6.80% |
Promissory notes payable | Property improvement plan | |
Debt Instrument [Line Items] | |
Promissory notes payable | 1,775 |
Interest Rate (percent) | 4.50% |
Promissory notes payable | Grace Acquisition deposit | |
Debt Instrument [Line Items] | |
Promissory notes payable | $0 |
Interest Rate (percent) | 6.00% |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor | ||
Accounts Payable and Accrued Expenses [Line Items] | ||
Other accounts payable and accrued expenses | $7,412 | |
Contingent consideration from acquisition | 2,384 | |
Deferred payment for acquisition | 3,471 | |
Accrued salaries and related liabilities | 952 | |
Georgia Tech Hotel lease obligation | 0 | |
Accounts Payable and Accrued Liabilities | 14,219 | |
Predecessor | ||
Accounts Payable and Accrued Expenses [Line Items] | ||
Other accounts payable and accrued expenses | 2,745 | |
Contingent consideration from acquisition | 0 | |
Deferred payment for acquisition | 0 | |
Accrued salaries and related liabilities | 819 | |
Georgia Tech Hotel lease obligation | 1,733 | |
Accounts Payable and Accrued Liabilities | $5,297 |
Common_Stock_Narrative_Details
Common Stock - Narrative (Details) (USD $) | 0 Months Ended | 5 Months Ended | 12 Months Ended | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Mar. 20, 2014 |
Class of Stock [Line Items] | |||||
Common stock, outstanding | 10,163,206 | 10,163,206 | |||
Proceeds from issuance of common stock, net | $200 | $252,854 | |||
Dividends declared per day (in dollars per share) | $0.00 | ||||
Dividends declared per share (in dollars per share) | $1.70 | ||||
Share price (in dollars per share) | $22.50 | 22.5 | |||
Common stock | |||||
Class of Stock [Line Items] | |||||
Common stock, outstanding | 8,888 | 10,163,206 | 10,163,206 | 114,497 | |
Common stock issued through Distribution Reinvestment Plan (in shares) | 0 | 63,998 | 63,998 | ||
Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Maximum percentage of shares authorized to repurchase during year (percent) | 5.00% | ||||
One Year | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $23.13 | 23.13 | |||
Share repurchase price maximum percent of price paid (percent) | 92.50% | 92.50% | |||
Two Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $23.75 | 23.75 | |||
Share repurchase price maximum percent of price paid (percent) | 95.00% | 95.00% | |||
Three Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $24.38 | 24.38 | |||
Share repurchase price maximum percent of price paid (percent) | 97.50% | 97.50% | |||
Four Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $25 | 25 | |||
Share repurchase price maximum percent of price paid (percent) | 100.00% | 100.00% | |||
Four Months | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Short-term trading fee (percent) | 2.00% | ||||
Restricted Unvested Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, outstanding | 8,888 | 8,888 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value by Balance Sheet Grouping (Details) (Fair Value, Inputs, Level 3, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Successor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | $116,204 | |
Successor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 115,286 | |
Predecessor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 41,449 | |
Predecessor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 38,921 | |
Mortgage note payable | Successor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 45,500 | |
Mortgage note payable | Successor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 44,582 | |
Mortgage note payable | Predecessor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 41,449 | |
Mortgage note payable | Predecessor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 38,921 | |
Promissory notes payable | Successor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 64,849 | |
Promissory notes payable | Successor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 64,849 | |
Promissory notes payable | Predecessor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 0 | |
Promissory notes payable | Predecessor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 0 | |
Contingent consideration on acquisition | Successor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 2,384 | |
Contingent consideration on acquisition | Successor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 2,384 | |
Contingent consideration on acquisition | Predecessor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 0 | |
Contingent consideration on acquisition | Predecessor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 0 | |
Deferred consideration | Successor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 3,471 | |
Deferred consideration | Successor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 3,471 | |
Deferred consideration | Predecessor | Carrying Amount | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | 0 | |
Deferred consideration | Predecessor | Fair Value | ||
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | ||
Fair value of debt | $0 |
Commitments_and_Contingencies_
Commitments and Contingencies - Narrative (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Capitalization rate | 8.40% |
Closing costs payable in 2015 | $3,000,000 |
Closing costs payable in 2016 | 500,000 |
Closing consideration payable | 3,500,000 |
Minimum equity raised from offering for contingent consideration | $70,000,000 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements - Narrative (Details) (USD $) | 12 Months Ended | 9 Months Ended | 12 Months Ended | 5 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | ||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding | 10,163,206 | 10,163,206 | |||
Liability for initial public offering costs (percent) | 2.00% | ||||
Offering and related costs in excess of gross proceeds form the offering limit | $2,400,000 | $2,400,000 | $1,500,000 | $1,500,000 | |
Quarterly asset management fee earned (percent) | 0.19% | 0.19% | |||
Share price (in dollars per share) | $22.50 | $22.50 | |||
Conversion threshold for units of aggregate capital contributed (percent) | 6.00% | 6.00% | |||
Property management fee (percent) | 4.00% | ||||
Sub-property management fee (percent) | 15.00% | ||||
Sub-property management fee, benchmark rate of total investment (percent) | 8.50% | ||||
Successor | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding | 10,163,206 | 10,163,206 | |||
Due to affiliates | 7,011,000 | 7,011,000 | 600,000 | 600,000 | |
Proceeds receivable from share sales | 1,564,000 | [1] | |||
Common stock, issued | 10,163,206 | 10,163,206 | |||
Repayment of affiliate note payable used to fund acquisition deposit | 40,500,000 | 40,500,000 | |||
The grace acquisition | |||||
Related Party Transaction [Line Items] | |||||
Earnest money deposit | 50,000,000 | 50,000,000 | |||
The grace acquisition | Promissory notes payable | |||||
Related Party Transaction [Line Items] | |||||
Earnest money deposit | 45,000,000 | 45,000,000 | |||
Common class B | |||||
Related Party Transaction [Line Items] | |||||
Common stock, issued | 27,820.88 | 27,820.88 | |||
Special limited partner | |||||
Related Party Transaction [Line Items] | |||||
Common stock, outstanding | 8,888 | 8,888 | |||
Subordinated incentive listing distribution (percent) | 15.00% | 15.00% | |||
Special limited partner | Annual targeted investor return | |||||
Related Party Transaction [Line Items] | |||||
Cumulative capital investment return (percent) | 6.00% | 6.00% | |||
Dealer manager | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 4,645,000 | 4,645,000 | 0 | 0 | |
Sales commissions earned by related party (percent) | 7.00% | 7.00% | |||
Gross proceeds from the sales of common stock, before allowances (percent) | 3.00% | 3.00% | |||
Brokerage fees earned by related party (percent) | 2.50% | 2.50% | |||
Fees incurred with the offering | 5,730,000 | 0 | |||
Dealer manager | Offering costs other than selling, commissions and dealer fees | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred with the offering | 1,500,000 | ||||
Dealer manager | Strategic advisory services and investment banking services contract | |||||
Related Party Transaction [Line Items] | |||||
Amount of agreement | 900,000 | ||||
Dealer manager | Strategic financial advice and assistance with grace acquisition | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred with the offering | 4,500,000 | ||||
Related party rate | 0.25% | ||||
Affiliated entity | Transaction management services in connection with grace acquisition | |||||
Related Party Transaction [Line Items] | |||||
Acquisition and transaction related costs | 1,000,000 | 1,000,000 | |||
Payment of acquisition and transaction related costs | 600,000 | ||||
Acquisition and transaction related costs, payable amount | $100,000 | $100,000 | |||
ARC realty finance advisors, LLC | |||||
Related Party Transaction [Line Items] | |||||
Real estate acquisition fee | 1.50% | 1.50% | |||
Real estate acquisition fee reimbursement maximum (percent) | 0.10% | 0.10% | |||
Real estate acquisition fee acquisition cost reimbursement aggregate (percent) | 1.90% | 1.90% | |||
Real estate acquisition fee acquisition maximum (percent) | 4.50% | 4.50% | |||
Annual asset management fee lower of cost of assets or net asset value (percent) | 0.75% | 0.75% | |||
Reimbursement costs for administrative services maximum of operating expenses (percent) | 2.00% | 2.00% | |||
Reimbursement costs for administrative services maximum of net income (percent) | 25.00% | 25.00% | |||
Subordinated performance fee return threshold (percent) | 6.00% | 6.00% | |||
Subordinated participation in asset sale fee (percent) | 15.00% | 15.00% | |||
Subordinated participation in asset sale fee maximum (percent) | 10.00% | 10.00% | |||
Transaction termination or nonrenewal of advisory agreement fee (percent) | 15.00% | 15.00% | |||
Termination or nonrenewal of advisory agreement fee threshold (percent) | 6.00% | 6.00% | |||
ARC realty finance advisors, LLC | Brokerage commission fees | |||||
Related Party Transaction [Line Items] | |||||
Real estate commission earned by related party (percent) | 2.00% | 2.00% | |||
ARC realty finance advisors, LLC | Brokerage fee commission for third party | |||||
Related Party Transaction [Line Items] | |||||
Real estate commission earned by related party (percent) | 50.00% | 50.00% | |||
ARC realty finance advisors, LLC | Real estate commissions | |||||
Related Party Transaction [Line Items] | |||||
Real estate commission earned by related party (percent) | 6.00% | 6.00% | |||
Participating broker dealers | |||||
Related Party Transaction [Line Items] | |||||
Sales commissions earned by related party (percent) | 7.50% | 7.50% | |||
Brokerage fees earned by related party (percent) | 1.00% | 1.00% | |||
[1] | The proceeds receivable from the sale of shares of common equity was received by the Company prior to the filing date of this Annual Report on Form 10-K. |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements - Fees Paid in Connection with the Offering (Details) (USD $) | 12 Months Ended | 5 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
Dealer manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | $5,730 | $0 | |
Due to affiliates | 4,645 | 0 | 0 |
Commissions and Brokerage Fees | Dealer manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 24,099 | 0 | |
Due to affiliates | 153 | 0 | 0 |
Compensation and Reimbursement for Services | Advisor and Affiliates | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 3,915 | 644 | |
Due to affiliates | 1,885 | 644 | 644 |
Offering Costs [Member] | Hotel Leases | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 60 | 0 | |
Due to affiliates | $60 | $0 | $0 |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company (Details) (USD $) | 5 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | $0 | $2,413 | |
Due to affiliates | 0 | 0 | 0 |
Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 2,445 | 2,841 | |
Due to affiliates | 158 | 248 | 158 |
Dealer manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 5,730 | 0 | |
Due to affiliates | 0 | 4,645 | 0 |
Acquisition fees | Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 1,598 | |
Due to affiliates | 0 | 0 | 0 |
Financing coordination fees | Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 815 | |
Due to affiliates | 0 | 0 | 0 |
Interest payment related to the Grade deposit promissory note | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 151 | |
Due to affiliates | 0 | 0 | 0 |
Total management fees and reimbursable expenses paid to Sub-Property Manager | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 2,445 | 2,579 | |
Due to affiliates | 158 | 228 | 158 |
Interest related to the Property improvement plan promissory note | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 63 | |
Due to affiliates | 0 | 20 | 0 |
Transaction fees and expenses | Dealer manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 5,270 | 0 | |
Due to affiliates | 0 | 4,645 | 0 |
Advisory and investment banking fee | Dealer manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 460 | 0 | |
Due to affiliates | 0 | 0 | 0 |
Total management fees incurred | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 262 | |
Due to affiliates | $0 | $20 | $0 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Net deferred tax assets | $133 | $0 |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) | 5 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Current: | ||
Federal | $0 | $633 |
State | 0 | 91 |
Current income tax expense (benefit) | 0 | 724 |
Deferred: | ||
Federal | 0 | -116 |
State | 0 | -17 |
Deferred income tax expense (benefit) | 0 | -133 |
Income tax expense (benefit) | $0 | $591 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 5 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax benefit | $0 | ($4,845) |
Effect of non-taxable REIT loss | 0 | 5,361 |
State income tax expense, net of federal tax benefit | 0 | 73 |
Other | 0 | 2 |
Income tax expense (benefit) | $0 | $591 |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax asset: | ||
Employee-related compensation | $152 | $0 |
Other | 11 | 0 |
Total deferred tax assets | 163 | 0 |
Deferred tax liability | ||
Investments in unconsolidated joint ventures | -30 | 0 |
Total deferred tax liability | 30 | 0 |
Net deferred tax asset | $133 | $0 |
Quarterly_Results_Unaudited_De
Quarterly Results (Unaudited) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 5 Months Ended | 0 Months Ended | 3 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Mar. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 |
Net income (loss) attributable to stockholders | ($605) | ($14,841) | |||||||||
Predecessor | |||||||||||
Total revenues | 8,245 | 9,620 | 10,413 | 10,988 | 8,776 | 39,797 | |||||
Net income (loss) attributable to stockholders | -605 | -370 | 468 | 978 | -971 | 105 | |||||
Successor | |||||||||||
Total revenues | 34,871 | 1,320 | 10,704 | 11,387 | 11,460 | ||||||
Net income (loss) attributable to stockholders | ($14,841) | ($5,282) | ($5,928) | ($3,549) | ($82) | ||||||
Basic and diluted weighted average common shares outstanding | 2,826,352 | 68,622 | 7,959,303 | 2,792,350 | 398,796 | ||||||
Basic and diluted net loss per share (in dollars per share) | ($5.25) | ($76.97) | ($0.74) | ($1.27) | ($0.21) |
Subsequent_Events_Narrative_De
Subsequent Events - Narrative (Details) (USD $) | 5 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Mar. 15, 2015 | Mar. 02, 2015 | Feb. 02, 2015 | Jan. 02, 2015 | Mar. 15, 2015 | |
Subsequent Event [Line Items] | |||||||
Common stock, outstanding | 10,163,206 | ||||||
Proceeds from issuance of common stock, net | $200,000 | $252,854,000 | |||||
Share price (in dollars per share) | $22.50 | ||||||
Subsequent event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, outstanding | 15,102,299 | 15,102,299 | |||||
Proceeds from issuance of common stock, net | 375,087,000 | 122,233,000 | |||||
Value of common stock | 377,200,000 | 377,200,000 | |||||
Share price (in dollars per share) | $25 | $25 | |||||
Share price DRIP (in dollars per share) | $23.75 | $23.75 | |||||
Dividends paid | 1,700,000 | 1,600,000 | 1,400,000 | ||||
Cash dividend | 900,000 | 800,000 | 700,000 | ||||
Payments for purchase of shares under DRIP | $800,000 | $800,000 | $700,000 | ||||
Share reallocated under DRIP (in shares) | 33,643.37 | 31,525.14 | 27,223.20 |
Subsequent_Events_Schedule_of_
Subsequent Events - Schedule of Common Stock Offerings (Details) (USD $) | 5 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 | Mar. 15, 2015 | Mar. 15, 2015 |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock, net | $200 | $252,854 | ||
Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock, net | $375,087 | $122,233 |
Schedule_III_Real_Estate_and_A1
Schedule III - Real Estate and Accumulated Depreciation - Summary of Activity for Real Estate (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 21, 2014 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Partnership loan balance | $45,500,000 | |
Initial cost of land | 12,061,000 | |
Initial cost of buildings and improvements | 77,605,000 | |
Subsequent costs capitalized for Land | 0 | |
Subsequent costs capitalized for buildings and improvements | 3,571,000 | |
Carrying amount of land | 12,061,000 | |
Carrying amount of buildings and improvements | 81,176,000 | |
Total | 93,237,000 | 89,666,000 |
Accumulated depreciation | -1,569,000 | 0 |
Tax basis of aggregate land, buildings and improvements | 92,300,000 | |
Building | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Depreciable useful life | 40 years | |
Building improvements | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Depreciable useful life | 15 years | |
Baltimore Courtyard Inner Harbor Hotel | MD | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Partnership loan balance | 24,980,000 | |
Initial cost of land | 4,960,000 | |
Initial cost of buildings and improvements | 34,343,000 | |
Subsequent costs capitalized for Land | 0 | |
Subsequent costs capitalized for buildings and improvements | 1,000 | |
Carrying amount of land | 4,960,000 | |
Carrying amount of buildings and improvements | 34,344,000 | |
Total | 39,304,000 | |
Accumulated depreciation | -679,000 | |
Courtyard Providence Downtown Hotel | RI | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Partnership loan balance | 20,520,000 | |
Initial cost of land | 4,724,000 | |
Initial cost of buildings and improvements | 29,388,000 | |
Subsequent costs capitalized for Land | 0 | |
Subsequent costs capitalized for buildings and improvements | 1,238,000 | |
Carrying amount of land | 4,724,000 | |
Carrying amount of buildings and improvements | 30,626,000 | |
Total | 35,350,000 | |
Accumulated depreciation | -586,000 | |
Homewood Suites Stratford | CT | ||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||
Partnership loan balance | 0 | |
Initial cost of land | 2,377,000 | |
Initial cost of buildings and improvements | 13,874,000 | |
Subsequent costs capitalized for Land | 0 | |
Subsequent costs capitalized for buildings and improvements | 2,332,000 | |
Carrying amount of land | 2,377,000 | |
Carrying amount of buildings and improvements | 16,206,000 | |
Total | 18,583,000 | |
Accumulated depreciation | ($304,000) |
Schedule_III_Real_Estate_and_A2
Schedule III - Real Estate and Accumulated Depreciation - Summary of Activity for Accumulated Depreciation (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Land, buildings and improvements, at cost: | |
Beginning Balance | $89,666 |
Additions-Acquisitions | 0 |
Capital improvements | 3,571 |
Ending Balance | 93,237 |
Accumulated depreciation and amortization: | |
Beginning Balance | 0 |
Depreciation expense | -1,569 |
Ending Balance | ($1,569) |