Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2015 | 7-May-15 | |
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-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 20,325,949 |
CONDENSED_CONSOLIDATEDCOMBINED
CONDENSED CONSOLIDATED/COMBINED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
LIABILITIES AND EQUITY | ||
Total equity | $303,686 | $201,795 |
Successor | ||
Real estate investments: | ||
Land | 286,540 | |
Buildings and improvements | 1,473,930 | |
Furniture, fixtures and equipment | 133,400 | |
Total real estate investments | 1,893,870 | |
Less: accumulated depreciation and amortization | -9,867 | |
Total real estate investments, net | 1,884,003 | |
Cash and cash equivalents | 61,439 | 131,861 |
Acquisition deposit | 0 | |
Restricted cash | 39,147 | |
Investments in unconsolidated entities | 4,964 | |
Below-market lease asset, net | 10,560 | |
Prepaid expenses and other assets | 38,110 | |
Deferred financing fees, net | 19,415 | |
Total Assets | 2,057,638 | |
LIABILITIES AND EQUITY | ||
Mortgage notes payable | 1,176,663 | |
Promissory notes payable | 64,849 | |
Mandatorily redeemable preferred securities | 447,097 | |
Accounts payable and accrued expenses | 53,223 | |
Due to affiliates | 12,120 | |
Total liabilities | 1,753,952 | |
Total Liabilities and Equity | 2,057,638 | |
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, 16,902,848 and 10,163,206 shares issued and outstanding, respectively | 169 | |
Additional paid-in capital | 368,640 | |
Deficit | -65,123 | |
Total equity | 303,686 | |
Predecessor | ||
Real estate investments: | ||
Land | 12,061 | |
Buildings and improvements | 81,176 | |
Furniture, fixtures and equipment | 5,308 | |
Total real estate investments | 98,545 | |
Less: accumulated depreciation and amortization | -2,796 | |
Total real estate investments, net | 95,749 | |
Cash and cash equivalents | 131,861 | |
Acquisition deposit | 75,000 | |
Restricted cash | 3,437 | |
Investments in unconsolidated entities | 5,475 | |
Below-market lease asset, net | 8,060 | |
Prepaid expenses and other assets | 11,801 | |
Deferred financing fees, net | 1,991 | |
Total Assets | 333,374 | |
LIABILITIES AND EQUITY | ||
Mortgage notes payable | 45,500 | |
Promissory notes payable | 64,849 | |
Mandatorily redeemable preferred securities | 0 | |
Accounts payable and accrued expenses | 14,219 | |
Due to affiliates | 7,011 | |
Total liabilities | 131,579 | |
Total Liabilities and Equity | 333,374 | |
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, 16,902,848 and 10,163,206 shares issued and outstanding, respectively | 102 | |
Additional paid-in capital | 221,379 | |
Deficit | -19,686 | |
Total equity | $201,795 |
CONDENSED_CONSOLIDATEDCOMBINED1
CONDENSED CONSOLIDATED/COMBINED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Common stock, outstanding (in shares) | 16,902,848 | |
Successor | ||
Preferred stock, par value | 0.01 | |
Preferred stock, authorized | 50,000,000 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Common stock, par value | 0.01 | |
Common stock, authorized | 300,000,000 | |
Common stock, issued | 16,902,848 | |
Common stock, outstanding (in shares) | 16,902,848 | |
Predecessor | ||
Preferred stock, par value | $0.01 | |
Preferred stock, authorized | 50,000,000 | |
Preferred stock, issued | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Common stock, par value | $0.01 | |
Common stock, authorized | 300,000,000 | |
Common stock, issued | 10,163,206 | |
Common stock, outstanding (in shares) | 10,163,206 |
CONDENSED_CONSOLIDATEDCOMBINED2
CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2014 |
Operating expenses | |||
Rent | $1,200 | $1,100 | |
Net income (loss) | -39,976 | ||
Successor | |||
Revenues | |||
Rooms | 50,492 | 965 | |
Food and beverage | 2,795 | 231 | |
Other | 1,539 | 124 | |
Total revenue | 54,826 | 1,320 | |
Operating expenses | |||
Rooms | 10,314 | 203 | |
Food and beverage | 1,975 | 136 | |
Management fees | 2,207 | 46 | |
Other property-level operating expenses | 20,717 | 507 | |
Depreciation and amortization | 7,071 | 122 | |
Rent | 1,283 | 130 | |
Total operating expenses | 43,567 | 1,144 | |
Income from operations | 11,259 | 176 | |
Interest expense | -10,160 | -212 | |
Acquisition and transaction related costs | -37,283 | -4,458 | |
Equity in losses of unconsolidated entities | -107 | 0 | |
General and administrative | -2,493 | -690 | |
Total other expenses, net | -50,043 | -5,360 | |
Net loss before taxes | -38,784 | -5,184 | |
Provision for income taxes | 1,192 | 98 | |
Net income (loss) | -39,976 | -5,282 | |
Basic and diluted net loss per share (in dollars per share) | ($3.07) | ($76.97) | |
Basic and diluted weighted average shares outstanding (in shares) | 13,011,673 | 68,622 | |
Predecessor | |||
Revenues | |||
Rooms | 6,026 | ||
Food and beverage | 1,543 | ||
Other | 676 | ||
Total revenue | 8,245 | ||
Operating expenses | |||
Rooms | 1,405 | ||
Food and beverage | 1,042 | ||
Management fees | 289 | ||
Other property-level operating expenses | 3,490 | ||
Depreciation and amortization | 994 | ||
Rent | 933 | ||
Total operating expenses | 8,153 | ||
Income from operations | 92 | ||
Interest expense | -531 | ||
Acquisition and transaction related costs | 0 | ||
Equity in losses of unconsolidated entities | -166 | ||
General and administrative | 0 | ||
Total other expenses, net | -697 | ||
Net loss before taxes | -605 | ||
Provision for income taxes | 0 | ||
Net income (loss) | ($605) |
CONDENSED_CONSOLIDATEDCOMBINED3
CONDENSED CONSOLIDATED/COMBINED STATEMENT OF CHANGES IN EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Deficit |
In Thousands, except Share data, unless otherwise specified | ||||
Beginning balance at Dec. 31, 2013 | ||||
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 | |||
Ending balance (in shares) at Dec. 31, 2014 | 10,163,206 | |||
Beginning balance at Apr. 23, 2014 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock issued through Distribution Reinvestment Plan (in shares) | 156,390 | |||
Ending balance at Mar. 31, 2015 | 169 | |||
Ending balance (in shares) at Mar. 31, 2015 | 16,902,848 | |||
Beginning balance at Dec. 31, 2014 | 201,795 | 102 | 221,379 | -19,686 |
Beginning balance (in shares) at Dec. 31, 2014 | 10,163,206 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 6,647,250 | |||
Issuance of common stock | 165,037 | 66 | 164,971 | |
Net loss | -39,976 | -39,976 | ||
Dividends paid or declared | -5,461 | -5,461 | ||
Common stock issued through Distribution Reinvestment Plan (in shares) | 92,392 | |||
Common stock issued through Distribution Reinvestment Plan | 2,195 | 1 | 2,194 | |
Share-based payments | 7 | 7 | ||
Common stock offering costs, commissions and dealer manager fees | -19,911 | -19,911 | ||
Ending balance at Mar. 31, 2015 | $303,686 | $169 | $368,640 | ($65,123) |
Ending balance (in shares) at Mar. 31, 2015 | 16,902,848 | 16,902,848 |
CONDENSED_CONSOLIDATEDCOMBINED4
CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF CASH FLOWS (USD $) | 0 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |||
Cash flows from operating activities: | ||||||
Net loss | ($39,976) | |||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock, net | 420,200 | 252,900 | ||||
Restricted cash for debt service | 0 | |||||
Supplemental disclosure of cash flow information: | ||||||
Mortgage and mezzanine debt assumed on real estate investments | 0 | 0 | ||||
Successor | ||||||
Cash flows from operating activities: | ||||||
Net loss | -5,282 | -39,976 | ||||
Depreciation and amortization | 122 | 7,071 | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of deferred financing costs | 0 | 1,168 | ||||
Equity in losses of unconsolidated entities | 0 | 107 | ||||
Distribution from unconsolidated affiliates | 0 | 404 | ||||
Other adjustments, net | 4 | 192 | ||||
Changes in assets and liabilities: | ||||||
Prepaid expenses and other assets | -689 | -16,865 | ||||
Restricted cash | 0 | -16,804 | ||||
Due to affiliates | 0 | -328 | ||||
Accounts payable and accrued expenses | 2,222 | 33,352 | ||||
Net cash used in operating activities | -3,623 | -31,679 | ||||
Cash flows from investing activities: | ||||||
Acquisition of hotel assets, net of cash received | -41,390 | -447,403 | ||||
Real estate investment improvements and purchases of property and equipment | 0 | -1,405 | ||||
Acquisition deposit | 0 | 75,000 | ||||
Increase in restricted cash | -2,050 | -14,887 | ||||
Net cash used in investing activities | -43,440 | -388,695 | ||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock, net | 3,119 | 162,270 | ||||
Payments of offering costs | -659 | -14,302 | ||||
Dividends paid | 0 | -2,407 | ||||
Distribution to members | 0 | 0 | ||||
Affiliate financing advancement | 2,570 | 0 | ||||
Proceeds from mortgage note payable | 45,500 | 227,000 | ||||
Proceeds from promissory note payable | 1,775 | 0 | ||||
Deferred financing fees | -1,598 | -18,590 | ||||
Restricted cash for debt service | -4,019 | |||||
Net cash provided by (used in) financing activities | 50,707 | 349,952 | ||||
Net change in cash | 3,644 | -70,422 | ||||
Cash and cash equivalents, beginning of period | 8,476 | 131,861 | ||||
Cash and cash equivalents, end of period | 12,120 | 61,439 | 12,120 | |||
Supplemental disclosure of cash flow information: | ||||||
Interest paid | 87 | 2,670 | ||||
Taxes paid | 0 | 272 | ||||
Reclassification of deferred offering costs to additional paid-in capital | 1,505 | 0 | ||||
Offering costs in due to affiliates | 916 | 5,841 | ||||
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 0 | 157 | ||||
Proceeds receivable from share sales | [1] | 2,767 | [1] | |||
Seller financing of real estate investments | 58,074 | 0 | ||||
Seller financing of investment in unconsolidated entities | 5,000 | 0 | ||||
Mortgage and mezzanine debt assumed on real estate investments | 904,185 | |||||
Contingent consideration on acquisition | 2,261 | 0 | ||||
Dividends declared but not paid | 0 | 2,225 | 0 | |||
Common stock issued through distribution reinvestment plan | 0 | 2,194 | ||||
Predecessor | ||||||
Cash flows from operating activities: | ||||||
Net loss | -605 | |||||
Depreciation and amortization | 994 | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of deferred financing costs | 75 | |||||
Equity in losses of unconsolidated entities | 166 | |||||
Distribution from unconsolidated affiliates | 0 | |||||
Other adjustments, net | 0 | |||||
Changes in assets and liabilities: | ||||||
Prepaid expenses and other assets | -581 | |||||
Restricted cash | 0 | |||||
Due to affiliates | 0 | |||||
Accounts payable and accrued expenses | -605 | |||||
Net cash used in operating activities | -556 | |||||
Cash flows from investing activities: | ||||||
Acquisition of hotel assets, net of cash received | 0 | |||||
Real estate investment improvements and purchases of property and equipment | -83 | |||||
Acquisition deposit | 0 | |||||
Increase in restricted cash | -468 | |||||
Net cash used in investing activities | -551 | |||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock, net | 0 | |||||
Payments of offering costs | 0 | |||||
Dividends paid | 0 | |||||
Distribution to members | -800 | |||||
Affiliate financing advancement | 0 | |||||
Proceeds from mortgage note payable | -137 | |||||
Proceeds from promissory note payable | 0 | |||||
Deferred financing fees | 0 | |||||
Restricted cash for debt service | 0 | |||||
Net cash provided by (used in) financing activities | -937 | |||||
Net change in cash | -2,044 | |||||
Cash and cash equivalents, beginning of period | 10,520 | |||||
Cash and cash equivalents, end of period | 8,476 | 8,476 | ||||
Supplemental disclosure of cash flow information: | ||||||
Interest paid | 458 | |||||
Taxes paid | 0 | |||||
Reclassification of deferred offering costs to additional paid-in capital | 0 | |||||
Offering costs in due to affiliates | 0 | |||||
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 0 | |||||
Proceeds receivable from share sales | 0 | [1] | ||||
Seller financing of real estate investments | 0 | |||||
Seller financing of investment in unconsolidated entities | 0 | |||||
Contingent consideration on acquisition | 0 | |||||
Dividends declared but not paid | 0 | 0 | ||||
Common stock issued through distribution reinvestment plan | $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 Quarterly Report on Form 10-Q. |
Organization
Organization | 3 Months Ended |
Mar. 31, 2015 | |
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 qualified 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 number of franchises or licenses 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. In March 2014, the Company completed its first acquisition comprising investments in six hotels (the "Barceló Portfolio"), and in February 2015, the Company completed its second acquisition (the "Grace Acquisition") comprising investments in 116 hotels (the "Grace Portfolio"). As of March 31, 2015, the Company had acquired or had an interest in a total of 122 properties. | |
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 "NAV pricing date"), 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 March 31, 2015, the Company had 16.9 million shares of common stock outstanding and had received total gross proceeds of approximately $420.2 million, including 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 interest 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, or one of its subsidiaries (collectively, the "Property Manager"), serves as the Company's property manager and the Property Manager has retained Crestline Hotels & Resorts, LLC ("Crestline"), 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, Crestline 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. | |
The Company, directly or indirectly through its taxable REIT subsidiaries, enters into agreements with the Property Manager, which, in turn, engages Crestline or a third-party sub-property manager to manage the Company’s hotel properties. Crestline is a leading hospitality management company in the United States with 74 hotels and 11,889 rooms under management in 21 states and the District of Columbia. As of March 31, 2015, 40 of the Company's hotels are managed by Crestline, and 82 of the Company's hotels are managed by third-party sub-property managers. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||
The accompanying condensed consolidated/combined financial statements of the Company included herein were prepared in accordance with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by United States Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. | ||||||||
The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2014, which are included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015. | ||||||||
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 condensed 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 consists of the Barceló Portfolio, which consists of hospitality assets and operations owned by Barceló Crestline Corporation and certain consolidated subsidiaries ("BCC"), that had been maintained in various legal entities until the Company acquired them from BCC on March 21, 2014. Historically, financial statements have not been prepared for the Predecessor as a discrete stand-alone entity. The accompanying condensed consolidated/combined financial statements for the Predecessor, for the period from January 1 to March 20, 2014 have been derived from the historical accounting records of BCC and reflect revenue and expenses and cash flows directly attributable to the Predecessor, as well as allocations deemed reasonable by management, to present the combined results of operations and cash flows of the Predecessor on a stand-alone basis. Included in the accompanying condensed consolidated/combined statement of operations 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 condensed 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 revenue recognition, purchase price allocations to record investments in real estate, the useful lives of real estate and real estate taxes, as applicable. | ||||||||
Real Estate Investments | ||||||||
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. 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. | ||||||||
Below-Market Lease | ||||||||
The below-market lease intangibles are based on the difference between the market rent and the contractual rent as of the date the Company assumed the obligations and are discounted to a present value using an interest rate reflecting the Company's current assessment of the risk associated with the leases assumed. Acquired lease intangible assets are amortized over the remaining lease term. The amortization of below-market leases is recorded as an increase to rent expense on the condensed 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 include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. | ||||||||
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, changes related to future interest payments are treated as financing activities, and changes related to 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). | ||||||||
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. The Company will generally not be subject to federal corporate income tax on the portion of its REIT taxable income that it distributes to its stockholders. The Company 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 taxable REIT subsidiaries ("TRSs") which are wholly owned subsidiaries of the OP. The TRSs are subject to federal, state and local income taxes. | ||||||||
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 for hotel operations are expensed as incurred. These costs were $1.4 million for the three months ended March 31, 2015 and $0.1 million combined between the Predecessor and the Company for the three months ended March 31, 2014. | ||||||||
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 condensed consolidated/combined balance sheets, and are as follows (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Trade receivables | $ | 5,621 | $ | 1,388 | ||||
Allowance for doubtful accounts | (482 | ) | (45 | ) | ||||
Trade receivables, net of allowance | $ | 5,139 | $ | 1,343 | ||||
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. | ||||||||
Derivative Transactions | ||||||||
The Company at certain times enters into derivative instruments to hedge exposure to changes in interest rates. The Company’s current derivatives consist of two interest rate cap agreements entered into in connection with the closing of the acquisition of the Grace Portfolio, which help to mitigate the Company’s exposure to increasing borrowing costs under floating rate indebtedness. The Company has elected not to designate its interest rate cap agreements as cash flow hedges. Therefore, changes in the fair values of the interest rate caps are recorded in general and administrative expenses in the condensed consolidated/combined statement of operations and comprehensive income (loss). The impact of the interest rate caps for the period ended March 31, 2015, to the condensed/consolidated financial statements was immaterial. | ||||||||
Recently Issued Accounting Pronouncements | ||||||||
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 and has not 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 and interim 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. | ||||||||
On January 9, 2015, the FASB issued ASU 2015-01 Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”), this Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement-Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The adoption of ASU 2015-01 becomes effective for the Company on its fiscal year ending December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. | ||||||||
On February 18, 2015, the FASB issued ASU 2015-02 Amendments to the Consolidation Analysis (“ASU 2015-02”), the amendments in this Update reduce the application of the related party guidance for VIEs on the basis of the following three changes: | ||||||||
1) | For single decision makers, related party relationships must be considered indirectly on a proportionate basis, rather than in their entirety. Except in the following two instances, the consolidation analysis would end after this indirect assessment. | |||||||
2) | After the assessment above is performed, related party relationships should be considered in their entirety for entities that are under common control only if that common control group has the characteristics of a primary beneficiary. That is, the common control group collectively has a controlling financial interest. | |||||||
3) | If the second assessment is not applicable, but substantially all of the activities of the VIE are conducted on behalf of a single variable interest holder (excluding the decision maker) in a related party group that has the characteristics of a primary beneficiary, that single variable interest holder must consolidate the VIE as the primary beneficiary. | |||||||
The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. | ||||||||
On April 7, 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which is designed to simplify the presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-03 is not expected to have a material effect on the Company’s consolidated financial statements. |
Business_Combinations
Business Combinations | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Business Combinations | Business Combinations | |||||
Barceló Portfolio: 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. | ||||||
Grace Acquisition: On February 27, 2015, the Company acquired the Grace Portfolio through fee simple or leasehold interests in 116 hotels from certain subsidiaries of Whitehall Real Estate Funds, an investment arm controlled by The Goldman Sachs Group, Inc. | ||||||
The aggregate purchase price under the purchase agreement was $1.808 billion, exclusive of closing costs and subject to certain adjustments at closing. After adjustments, the net purchase price was $1.799 billion. Approximately $220.7 million of the purchase price was satisfied with cash on hand, approximately $904.2 million (fair value on the acquisition date) through the assumption of existing mortgage and mezzanine indebtedness (comprising the "Assumed Grace Mortgage Loan" and the "Assumed Grace Mezzanine Loan", collectively, the "Assumed Grace Indebtedness") and 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 had a fair value on the acquisition date of $802.3 million, and carries an interest rate of London Interbank Offered Rate ("LIBOR") plus 3.11%, and the Assumed Grace Mezzanine Loan had a fair value on the acquisition date of $101.9 million and carries an interest rate of LIBOR plus 4.77%, for a combined weighted average interest rate of LIBOR plus 3.30%. The Assumed Grace Indebtedness is secured by 96 of the 116 hotels in the Grace Portfolio and is scheduled to mature on May 1, 2016, subject to three (one-year) extension rights which, if all three are exercised, would result in an outside maturity date of May 1, 2019. The Additional Grace Mortgage Loan is secured by 20 of the 116 hotels in the Grace Portfolio and an additional hotel property in the Barceló Portfolio. The Additional Grace Mortgage Loan is scheduled to 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 carries 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, the remaining $447.1 million of the contract purchase price was 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, (the "Holdco entities") each of which is an indirect subsidiary of the Company and an indirect owner of the Grace Portfolio. The holders of the Grace Preferred Equity Interests are 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 of the Holdco entities, the holders of the Grace Preferred Equity Interests are 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 Note Payable), or (ii) the date the gross amount of IPO proceeds received by the Company following the acquisition of the Grace Portfolio exceeds $100.0 million, the Company is 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. During April 2015, the gross amount of IPO proceeds received by the Company following the acquisition of the Grace Portfolio exceeded $100.0 million and, pursuant to the terms of the Grace Preferred Equity Interests, during May 2015, the Company made its first mandatory redemption in the amount of $13.0 million. | ||||||
The Company is also required, in certain circumstances, to apply debt proceeds to redeem the Grace Preferred Equity Interests at par. As of February 27, 2018, the Company is required to have redeemed 50.0% of the Grace Preferred Equity Interests, and the Company is 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 has 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 have certain consent rights over major actions by the Company relating to the Grace Portfolio. In connection with the issuance of the Grace Preferred Equity Interests, the Company, the OP, and certain individual members of the parent of the Sponsor, entered into three agreements making guarantees to the sellers and their affiliates or indemnifying the sellers and their affiliates related 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 members 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 Holdco entities. Due to the fact that the Grace Preferred Equity Interests are mandatorily redeemable and certain of their other characteristics, the Grace Preferred Equity Interests are treated as debt in accordance with GAAP. | ||||||
The following table presents the preliminary allocation of the assets acquired and liabilities assumed by the Company as of February 27, 2015 (in thousands): | ||||||
Assets acquired and liabilities assumed | February 27, 2015 | |||||
Land | 274,478 | |||||
Buildings and improvements | 1,391,506 | |||||
Below-market lease obligation | 2,605 | |||||
Furniture, fixtures and equipment | 127,935 | |||||
Prepaid expenses and other assets | 6,960 | |||||
Accounts payable and accrued expenses | (4,517 | ) | ||||
Total operating assets acquired, net | 1,798,967 | |||||
Financing of real estate investments | (1,351,282 | ) | ||||
Total assets acquired, net | 447,685 | |||||
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. | ||||||
The following table below presents pro-forma financial information as if the acquisition of Grace had occurred on January 1, 2014 (in thousands). The unaudited pro-forma financial information is not necessarily indicative of what the actual results of operations would have been, assuming the acquisition had occurred on January 1, 2014, nor does it purport to represent our future results of operations. | ||||||
Pro-forma | Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | ||||
Revenues | 118,738 | 109,546 | ||||
Net loss | (8,672 | ) | (9,750 | ) | ||
Included in the pro-forma table above are the following expense adjustments to account for differences between the Company's estimates and amounts actually incurred by the seller: a reduction in management fees of $1.2 million and $1.8 million, a reduction in depreciation and amortization of $3.4 million and $5.2 million, and additional interest expense of $5.4 million and $8.2 million, for the periods ended March 31, 2015 and March 31, 2014, respectively. Additionally, in the period ended March 31, 2015, is an adjustment to reduce acquisition and transaction related costs for $37.3 million. Revenue and net loss attributable to the Grace Portfolio included in our condensed consolidated/combined statement of operations since the date of acquisition was $45.1 million and $7.9 million, respectively. |
Variable_Interest_Entities_and
Variable Interest Entities and Investments in Unconsolidated Entities | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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 condensed consolidated/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 March 31, 2015 has a non-controlling interest (but with certain veto and protective 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 $9.9 million and $10.1 million as of March 31, 2015 and December 31, 2014, 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 March 31, 2015 has a non-controlling interest (but with certain veto and protective 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, 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 Westin Virginia Beach Loan was $20.5 million as of March 31, 2015 and 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 condensed consolidated/combined balance sheets. | ||||||||||||||||||||||||
The Company’s investments in unconsolidated entities as of March 31, 2015 and December 31, 2014, respectively, consist of the following (in thousands): | ||||||||||||||||||||||||
Investment in Partnership | Income (Loss) | |||||||||||||||||||||||
Successor | Successor | Predecessor | ||||||||||||||||||||||
Partnership | Ownership Interest | March 31, 2015 | December 31, 2014 | Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the Period from January 1 to March 20, 2014 | ||||||||||||||||||
HGI Blacksburg JV | 24 | % | $ | 1,610 | $ | 1,631 | $ | (21 | ) | $ | 2 | $ | (35 | ) | ||||||||||
Westin Virginia Beach JV | 30.53 | % | 3,354 | 3,844 | (86 | ) | (2 | ) | (131 | ) | ||||||||||||||
Total | $ | 4,964 | $ | 5,475 | $ | (107 | ) | $ | — | $ | (166 | ) | ||||||||||||
The Company received a capital distribution of $0.40 million from the Westin Virginia Beach JV for the three months ended March 31, 2015. No distributions were received during the three months ended March 31, 2014. | ||||||||||||||||||||||||
No distributions from the HGI Blacksburg JV were received during three months ended March 31, 2015 and 2014. | ||||||||||||||||||||||||
The maximum exposure to loss as a result of the Company’s investments in unconsolidated entities as of March 31, 2015 and December 31, 2014, respectively, is as follows (in thousands)(1): | ||||||||||||||||||||||||
Partnership Loan Balance | Investment in Partnership | Partnership Maximum Exposure to Loss | ||||||||||||||||||||||
Partnership | 31-Mar-15 | December 31, 2014 | March 31, 2015 | December 31, 2014 | March 31, 2015 | December 31, 2014 | ||||||||||||||||||
HGI Blacksburg JV | $ | 9,913 | $ | 10,063 | $ | 1,610 | $ | 1,631 | $ | 11,523 | $ | 11,694 | ||||||||||||
Westin Virginia Beach JV | 20,465 | 20,540 | 3,354 | 3,844 | 23,819 | 24,384 | ||||||||||||||||||
Total | $ | 30,378 | $ | 30,603 | $ | 4,964 | $ | 5,475 | $ | 35,342 | $ | 36,078 | ||||||||||||
______________________________________________________________________________________________ | ||||||||||||||||||||||||
(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 are the condensed statements of operations for the HGI Blacksburg JV for the three months ended March 31, 2015 and 2014 and the Predecessor for the period from January 1 to March 20, 2014, (in thousands): | ||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the period from January 1 to March 20, 2014 | ||||||||||||||||||||||
Hotel revenue | $ | 952 | $ | 127 | $ | 687 | ||||||||||||||||||
Hotel departmental expenses | (641 | ) | (75 | ) | (504 | ) | ||||||||||||||||||
Depreciation and amortization | (182 | ) | (21 | ) | (157 | ) | ||||||||||||||||||
Insurance, taxes, fees and owners' expense | (82 | ) | (11 | ) | (73 | ) | ||||||||||||||||||
Operating income (loss) | 47 | 20 | (47 | ) | ||||||||||||||||||||
Interest expense | (104 | ) | (13 | ) | (97 | ) | ||||||||||||||||||
Net income (loss) | $ | (57 | ) | $ | 7 | $ | (144 | ) | ||||||||||||||||
Company's share of net income (loss) | (14 | ) | 2 | (35 | ) | |||||||||||||||||||
Additional amortization expense (1) | (7 | ) | — | — | ||||||||||||||||||||
Company's share of net income (loss) | $ | (21 | ) | $ | 2 | $ | (35 | ) | ||||||||||||||||
____________________________________________________________________________ | ||||||||||||||||||||||||
(1) Amortization of the purchase price of the Company’s original interest in the HGI Blacksburg JV, less the Company's share of the HGI Blacksburg JV's deficit, which resulted in a basis difference of $0.6 million. | ||||||||||||||||||||||||
Below are the condensed statements of operations for the Westin Virginia Beach JV for the three months ended March 31, 2015 and 2014 and the Predecessor for the period from January 1 to March 20, 2014, (in thousands): | ||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the Period from January 1 to March 20, 2014 | ||||||||||||||||||||||
Hotel revenue | $ | 2,548 | $ | 346 | $ | 2,070 | ||||||||||||||||||
Hotel departmental expenses | (2,053 | ) | (237 | ) | (1,614 | ) | ||||||||||||||||||
Depreciation and amortization | (220 | ) | (27 | ) | (200 | ) | ||||||||||||||||||
Insurance, taxes, fees and owners' expense | (167 | ) | (46 | ) | (323 | ) | ||||||||||||||||||
Operating income (loss) | 108 | 36 | (67 | ) | ||||||||||||||||||||
Interest expense | (273 | ) | (42 | ) | (304 | ) | ||||||||||||||||||
Net income (loss) | $ | (165 | ) | $ | (6 | ) | $ | (371 | ) | |||||||||||||||
Company's share of net income (loss) | (50 | ) | (2 | ) | (113 | ) | ||||||||||||||||||
Additional amortization expense (1) | (36 | ) | — | (18 | ) | |||||||||||||||||||
Company's share of net income (loss) | $ | (86 | ) | $ | (2 | ) | $ | (131 | ) | |||||||||||||||
_________________________________________________________________________ | ||||||||||||||||||||||||
(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 Westin Virginia Beach JV's deficit, which resulted in a basis difference of $3.6 million. |
Leases
Leases | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases [Abstract] | |||||||||
Leases | Leases | ||||||||
In connection with the acquisitions of the Barceló and Grace Portfolios, the Company has assumed various lease agreements. These lease agreements primarily comprise one operating lease in the Barceló Portfolio, and eight ground leases in the Grace Portfolio. The following table summarizes the Company's future minimum rental commitments under these leases (in thousands). | |||||||||
Minimum Rental Commitments | Amortization of Lease Intangible to Rent Expense | ||||||||
For the nine months ended December 31, 2015 | $ | 3,825 | $ | 293 | |||||
Year ended December 31, 2016 | 5,104 | 392 | |||||||
Year ended December 31, 2017 | 5,121 | 392 | |||||||
Year ended December 31, 2018 | 5,126 | 392 | |||||||
Year ended December 31, 2019 | 5,134 | 392 | |||||||
Thereafter | 88,596 | 8,699 | |||||||
Total | $ | 112,906 | $ | 10,560 | |||||
The Company has allocated values to certain above and below-market lease intangibles based on the difference between market rents and rental commitments under the leases. During the three months ended March 31, 2015 and March 31, 2014, amortization of below-market lease intangibles, net, to rent expense was $0.1 million and $0.1 million, respectively. Rent expense for the three months ended March 31, 2015 and March 31, 2014 was $1.2 million and $1.1 million, respectively. Included in the prior year period is rent expense recognized by the Predecessor. |
Mortgage_Notes_Payable
Mortgage Notes Payable | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Mortgage Notes Payable | Mortgage Notes Payable | |||||||||||||
The Company’s mortgage notes payable as of March 31, 2015 and December 31, 2014 consist of the following, respectively (in thousands): | ||||||||||||||
Outstanding Mortgage Note Payable | ||||||||||||||
Encumbered Properties | 31-Mar-15 | 31-Dec-14 | Interest Rate | Payment | Maturity | |||||||||
Baltimore Courtyard & Providence Courtyard | $ | 45,500 | $ | 45,500 | 4.30% | Interest Only, Principal paid at Maturity | Apr-19 | |||||||
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | $ | 802,159 | — | LIBOR plus 3.11% | Interest Only, Principal paid at Maturity | May 2016, subject to three, one year extension rights | ||||||||
Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio | $ | 102,004 | — | LIBOR plus 4.77% | Interest Only, Principal paid at Maturity | May 2016, subject to three, one year extension rights | ||||||||
Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and the Stratford Homewood Suites | $ | 227,000 | — | The greater of (i) 6.00% plus LIBOR or (ii) 6.25% | Interest Only, Principal paid at Maturity | March 2017, subject to a one year extension right | ||||||||
The Assumed Grace Mortgage Loan and the Assumed Grace Mezzanine Loan mature on May 1, 2016, subject to three (one-year) extension rights, and the Additional Grace Mortgage Loan matures on March 6, 2017, subject to one (one-year) extension right. The extensions on the Grace Indebtedness can only occur if certain conditions are met, including, in the case of the Assumed Grace Mortgage Loan and the Assumed Grace Mezzanine Loan, a condition with respect to the second and third extension terms that a minimum ratio of net operating income to debt outstanding be satisfied, and, in the case of the Additional Grace Mortgage Loan, a condition that a minimum debt service coverage ratio and maximum loan to value ratio be satisfied. There can be no assurance that we will be able to meet these conditions and extend these loans pursuant to their terms. | ||||||||||||||
Interest expense related to the Company's mortgage notes payable for the period ended March 31, 2015 was $4.8 million. Interest expense related to the Company's mortgage notes payable for the period ended March 31, 2014 was $0.5 million, which includes interest expense recognized by the Predecessor. |
Promissory_Notes_Payable
Promissory Notes Payable | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Promissory Notes Payable | Promissory Notes Payable | ||||||||||||||
The Company’s promissory notes payable as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | |||||||||||||||
Outstanding Promissory Notes Payable | |||||||||||||||
Note Payable and Use of Proceeds | 31-Mar-15 | 31-Dec-14 | Interest Rate | Payment | Maturity | ||||||||||
Barceló promissory note for Barceló acquisition | $ | 63,074 | $ | 63,074 | 6.8 | % | Interest Only | See below | |||||||
Property improvement plan promissory note | $ | 1,775 | $ | 1,775 | 4.5 | % | Interest Only | Mar-19 | |||||||
On August 25, 2014, the Company amended certain terms of its existing notes with BCC and agreed to pool them into one combined note (the “Barceló Promissory Note”). As of March 31, 2015 and December 31, 2014, the Barceló Promissory Note had 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 which include payments to our Advisor and affiliates. Interest expense related to the Company's promissory notes payable for the three months ended March 31, 2015 was $1.1 million. Interest expense related to the Company's promissory notes payable for the three months ended March 31, 2014 was $0.1 million, including Predecessor interest expense. | |||||||||||||||
On March 21, 2014, the Company executed a promissory note with Crestline in the amount of approximately $1.8 million (the "Property Improvement Plan Promissory Note"). The proceeds of the Property Improvement Plan Promissory Note were used to make certain improvements and upgrades to certain of the hotels in the Barceló Portfolio. As of March 31, 2015 and December 31, 2014, the Property Improvement Plan Promissory Note had an outstanding principal amount of $1.8 million. | |||||||||||||||
The Barceló Promissory Note is payable to BCC, and the Property Improvement Plan Promissory Note is payable to the Sub-Property Manager (see Note 12 - Related Party Transactions and Arrangements). As of May 14, 2015, the Company had repaid in full the Barceló Promissory Note payable of $63.1 million, and the Property Improvement Plan Promissory Note of $1.8 million (see Note 14 - Subsequent Events). |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Trade accounts payable and accrued expenses | $ | 41,646 | $ | 7,412 | ||||
Contingent consideration from Barceló Acquisition (see Note 11) | 2,421 | 2,384 | ||||||
Deferred payment for Barceló Acquisition (see Note 11) | 3,493 | 3,471 | ||||||
Accrued salaries and related liabilities | 5,663 | 952 | ||||||
Total | $ | 53,223 | $ | 14,219 | ||||
Common_Stock
Common Stock | 3 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock |
The Company had 16,902,848 shares and 10,163,206 shares of common stock outstanding and had received total proceeds of $420.2 million and $252.9 million as of March 31, 2015 and December 31, 2014, 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 $0.00465753425 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 back 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, the Company cannot guarantee that it 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 March 31, 2015 and December 31, 2014, no shares had been repurchased or requested to be repurchased. | |
Distribution Reinvestment Plan (DRIP) | |
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 156,390 shares issued under the DRIP as of March 31, 2015 and 63,998 shares issued under the DRIP as of December 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | ||||||||
March 31, 2015 | ||||||||
Carrying Amount | Fair Value | |||||||
Mortgage notes payable | $ | 1,176,663 | $ | 1,177,705 | ||||
Promissory notes payable | 64,849 | 64,849 | ||||||
Contingent consideration on acquisition | 2,421 | 2,421 | ||||||
Deferred consideration | 3,493 | 3,493 | ||||||
Total | $ | 1,247,426 | $ | 1,248,468 | ||||
The fair value of the mortgage notes payable were 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 value of the promissory notes payable was determined to equal their carrying amounts as these amounts are expected to be repaid within a year. The contingent consideration and deferred consideration were recorded at fair value at each reporting period. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
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, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company. | |
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 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 its results of operations or financial condition. | |
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 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 condensed consolidated/combined balance sheets as of March 31, 2015. | |
Deferred Consideration | |
Included as part of the acquisition of the Barceló Portfolio is deferred consideration payable to BCC of $3.5 million, which is 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 which include payments to the Advisor and affiliates. The deferred consideration does not bear interest unless the amounts remain unpaid as of the repayment date, at which time, interest will begin accruing at a rate of 6.8% per annum. As of May 14, 2015, the Company had repaid the deferred consideration payable of $3.5 million (see Note 14 - Subsequent Events). |
Related_Party_Transactions_and
Related Party Transactions and Arrangements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements | ||||||||||||||||
As of March 31, 2015, 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, acquisition, financing and offering costs of $12.1 million and $7.0 million as of March 31, 2015 and December 31, 2014, 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. 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 commissions and fees incurred from and payable to the Dealer Manager for the Offering during the three months ended March 31, 2015, and the three months ended March 31, 2014, and the associated payable as of March 31, 2015 and December 31, 2014, which is recorded in due to affiliates on the Company's condensed consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 15,530 | $ | 100 | $ | 432 | $ | 153 | |||||||||
The Advisor and its affiliates are paid compensation and/or receive reimbursement for services relating to the Offering, including transfer agency services provided by American National Stock Transfer, LLC ("ANST"), an affiliate of the Dealer Manager. The Company is responsible for the Offering and related costs (excluding selling commissions and dealer manager fees) 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 March 31, 2015, Offering and related costs (excluding selling commissions and dealer manager fees) exceeded 2.0% of gross proceeds received from the Offering by $3.5 million. As of December 31, 2014, Offering and related costs (excluding selling commissions and dealer manager fees) exceeded 2.0% of gross proceeds received from the Offering by $2.4 million. | |||||||||||||||||
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 condensed consolidated/combined balance sheets. The table below shows compensation and reimbursements incurred and payable to the Advisor and its affiliates for services relating to the Offering during the three months ended March 31, 2015, and the three months ended March 31, 2014, and the associated amounts payable as of March 31, 2015 and December 31, 2014, which is recorded in due to affiliates on the Company’s consolidated/combined balance sheets (in thousands). | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total compensation and reimbursement for services provided by the Advisor and its affiliates related to the Offering | $ | 5,409 | $ | 2,200 | $ | 5,540 | $ | 1,885 | |||||||||
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 (A) the contract purchase price of each acquired property and (B) the amount advanced for a 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 a loan or other investment, for all the 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 to a particular investment exceed 4.5% of (A) the contract purchase price or (B) the amount advanced for a loan or other investment. Fees paid to the Advisor related to acquisitions are reported as a component of net income (loss) in the period incurred,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. Fees paid to the Advisor related to debt financings are deferred and amortized over the term of the related debt instrument. | |||||||||||||||||
The table below depicts the acquisition and financing coordination fees charged by the Advisor in connection with the operations of the Company for the three months ended March 31, 2015 and 2014, and the associated payable as of March 31, 2015 and December 31, 2014, which is recorded in due to affiliates on the Company's condensed consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Acquisition fees | $ | 28,930 | $ | 1,600 | $ | — | $ | — | |||||||||
Financing coordination fees | $ | 11,835 | $ | 800 | — | — | |||||||||||
$ | 40,765 | $ | 2,400 | $ | — | $ | — | ||||||||||
For asset management services provided by the Advisor, the Company causes the OP to issue (subject to periodic approval by the board of directors) to the Advisor a number of performance-based restricted, forfeitable partnership units of the OP (designated as “Class B Units”) on a quarterly basis in an amount equal to: | |||||||||||||||||
• | The cost of the Company’s assets, (until the NAV pricing date, then the lower of the cost of the Company's assets and the fair value of the Company's assets), 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 estimates 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 and other distributions the Advisor and its affiliates may receive from the Company and the OP, 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 until 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, and the occurrence of a sale of all or substantially all of the OP’s assets, a listing of the Company’s common stock, or a termination of the advisory agreement without cause. Asset management services were performed by the Advisor for the three months ended March 31, 2015, and 198,897 Class B Units have been issued as of March 31, 2015. | |||||||||||||||||
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 Crestline or a third-party sub-property manager, as applicable. The Company also reimburses Crestline 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 Crestline an annual incentive fee equal to 15% of the amount by which the operating profit from the properties managed by Crestline 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 either of the three months ended March 31, 2015 or 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 Crestline a similar property management fee and incentive fee. | |||||||||||||||||
The Company may also reimburse Crestline for due diligence costs incurred by Crestline in support of the Company's hotel acquisitions. | |||||||||||||||||
The table below shows the management fees and reimbursable expenses incurred by the Company during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total management fees and reimbursable expenses incurred from Crestline | $ | 1,712 | $ | 818 | $ | 1,415 | $ | 228 | |||||||||
Total management fees incurred from Property Manager | $ | 238 | $ | 10 | $ | 192 | $ | 20 | |||||||||
Total | $ | 1,950 | $ | 828 | $ | 1,607 | $ | 248 | |||||||||
The Company pays Crestline interest on the Property Improvement Plan Promissory Note (see note 7 - Promissory Notes Payable). The table below shows the interest expense incurred by the Company during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 which is recorded in Due to affiliates on the condensed consolidated/combined balances sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Interest related to the property improvement plan promissory note | $ | 20 | $ | — | $ | 20 | $ | 20 | |||||||||
Fees Paid to Other Affiliates of the Advisor | |||||||||||||||||
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 condensed 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 $0.8 million agreement with RCS Advisory to provide transaction management services in connection with the Grace Acquisition, the full amount of which was accrued for at December 31, 2014, and was paid in full as of March 31, 2015. | |||||||||||||||||
The Company entered into an agreement with RCS Capital to provide strategic 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 was charged 0.25% of the total transaction value for these services and accrued $4.5 million as of December 31, 2014, which is recorded in due to affiliates on the Company's condensed 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 three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Transaction fees and expenses | $ | — | $ | — | 4,520 | 4,645 | |||||||||||
Advisory and investment banking fee | 115 | — | — | — | |||||||||||||
Total related party fees and reimbursements | $ | 115 | $ | — | $ | 4,520 | 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 during the three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
The Company reimburses the Advisor’s costs for 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, unless the Company’s independent directors determine that such excess was justified based on | |||||||||||||||||
unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be reimbursed to the | |||||||||||||||||
Advisor in subsequent periods. 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 three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
Fees Paid in Connection with the Liquidation or Listing | |||||||||||||||||
The Company is required to 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 three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
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 three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
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 three months ended March 31, 2015 and 2014, respectively. | |||||||||||||||||
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 on their capital contributions. The Special Limited Partner will not be entitled to the subordinated incentive listing distribution unless investors have received a 6.0% cumulative, pre-tax non-compounded annual return on their capital contributions. No such distributions were incurred during the three months ended March 31, 2015 and 2014, respectively. 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, through its controlling interest in the Advisor, 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 three months ended March 31, 2015 and 2014, respectively. |
Economic_Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2015 | |
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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events - |
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the accompanying condensed consolidated financial statements except for the following transactions: | |
Sales of Common Stock | |
Subsequent to the quarter ended March 31, 2015, and through May 7, 2015, the Company raised additional gross proceeds, including proceeds from shares issued under the DRIP, of $82.9 million, and issued common stock, including unvested restricted shares and shares issued under the DRIP, of 3.4 million. | |
Promissory Notes Payable | |
As of May 14, 2015, the Company has repaid in full the Barceló Promissory Note payable of $63.1 million , and the Property Improvement Plan Promissory Note of $1.8 million . | |
Deferred Consideration Payable | |
As of May 14, 2015, the Company has paid in full the deferred consideration payable to BCC of $3.5 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |
Mar. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Principles of Consolidation/Combination and Basis of Presentation | Principles of Consolidation/Combination and Basis of Presentation | |
The accompanying condensed 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 consists of the Barceló Portfolio, which consists of hospitality assets and operations owned by Barceló Crestline Corporation and certain consolidated subsidiaries ("BCC"), that had been maintained in various legal entities until the Company acquired them from BCC on March 21, 2014. Historically, financial statements have not been prepared for the Predecessor as a discrete stand-alone entity. The accompanying condensed consolidated/combined financial statements for the Predecessor, for the period from January 1 to March 20, 2014 have been derived from the historical accounting records of BCC and reflect revenue and expenses and cash flows directly attributable to the Predecessor, as well as allocations deemed reasonable by management, to present the combined results of operations and cash flows of the Predecessor on a stand-alone basis. | ||
Use of Estimates | Use of Estimates | |
The preparation of the accompanying condensed 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 revenue recognition, purchase price allocations to record investments in real estate, the useful lives of real estate and real estate taxes, as applicable. | ||
Real Estate Investments | Real Estate Investments | |
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. 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. | ||
Below-Market Lease | Below-Market Lease | |
The below-market lease intangibles are based on the difference between the market rent and the contractual rent as of the date the Company assumed the obligations and are discounted to a present value using an interest rate reflecting the Company's current assessment of the risk associated with the leases assumed. Acquired lease intangible assets are amortized over the remaining lease term. The amortization of below-market leases is recorded as an increase to rent expense on the condensed 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. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents | |
Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. | ||
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, changes related to future interest payments are treated as financing activities, and changes related to 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). | ||
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. The Company will generally not be subject to federal corporate income tax on the portion of its REIT taxable income that it distributes to its stockholders. The Company 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 taxable REIT subsidiaries ("TRSs") which are wholly owned subsidiaries of the OP. The TRSs are subject to federal, state and local income tax | ||
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 | |
Advertising costs for hotel operations are expensed 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 | |
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 and has not 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 and interim 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. | ||
On January 9, 2015, the FASB issued ASU 2015-01 Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”), this Update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income Statement-Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. The adoption of ASU 2015-01 becomes effective for the Company on its fiscal year ending December 31, 2016, and all subsequent annual and interim periods. Early adoption is permitted. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. | ||
On February 18, 2015, the FASB issued ASU 2015-02 Amendments to the Consolidation Analysis (“ASU 2015-02”), the amendments in this Update reduce the application of the related party guidance for VIEs on the basis of the following three changes: | ||
1) | For single decision makers, related party relationships must be considered indirectly on a proportionate basis, rather than in their entirety. Except in the following two instances, the consolidation analysis would end after this indirect assessment. | |
2) | After the assessment above is performed, related party relationships should be considered in their entirety for entities that are under common control only if that common control group has the characteristics of a primary beneficiary. That is, the common control group collectively has a controlling financial interest. | |
3) | If the second assessment is not applicable, but substantially all of the activities of the VIE are conducted on behalf of a single variable interest holder (excluding the decision maker) in a related party group that has the characteristics of a primary beneficiary, that single variable interest holder must consolidate the VIE as the primary beneficiary. | |
The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. | ||
On April 7, 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which is designed to simplify the presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-03 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) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | Trade receivable balances, net of the allowance for doubtful accounts, are included in prepaid expenses and other assets in the accompanying condensed consolidated/combined balance sheets, and are as follows (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Trade receivables | $ | 5,621 | $ | 1,388 | ||||
Allowance for doubtful accounts | (482 | ) | (45 | ) | ||||
Trade receivables, net of allowance | $ | 5,139 | $ | 1,343 | ||||
Business_Combinations_Tables
Business Combinations (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Business Combinations [Abstract] | ||||||
Schedule of Business Acquisitions | The following table presents the preliminary allocation of the assets acquired and liabilities assumed by the Company as of February 27, 2015 (in thousands): | |||||
Assets acquired and liabilities assumed | February 27, 2015 | |||||
Land | 274,478 | |||||
Buildings and improvements | 1,391,506 | |||||
Below-market lease obligation | 2,605 | |||||
Furniture, fixtures and equipment | 127,935 | |||||
Prepaid expenses and other assets | 6,960 | |||||
Accounts payable and accrued expenses | (4,517 | ) | ||||
Total operating assets acquired, net | 1,798,967 | |||||
Financing of real estate investments | (1,351,282 | ) | ||||
Total assets acquired, net | 447,685 | |||||
Schedule of Pro Forma Financial Information | The following table below presents pro-forma financial information as if the acquisition of Grace had occurred on January 1, 2014 (in thousands). The unaudited pro-forma financial information is not necessarily indicative of what the actual results of operations would have been, assuming the acquisition had occurred on January 1, 2014, nor does it purport to represent our future results of operations. | |||||
Pro-forma | Three Months Ended March 31, 2015 | Three Months Ended March 31, 2014 | ||||
Revenues | 118,738 | 109,546 | ||||
Net loss | (8,672 | ) | (9,750 | ) |
Variable_Interest_Entities_and1
Variable Interest Entities and Investments in Unconsolidated Entities (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Variable Interest Entities and Investments in Unconsolidated Affiliates [Abstract] | ||||||||||||||||||||||||
Schedule of Variable Interest Entities | The Company’s investments in unconsolidated entities as of March 31, 2015 and December 31, 2014, respectively, consist of the following (in thousands): | |||||||||||||||||||||||
Investment in Partnership | Income (Loss) | |||||||||||||||||||||||
Successor | Successor | Predecessor | ||||||||||||||||||||||
Partnership | Ownership Interest | March 31, 2015 | December 31, 2014 | Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the Period from January 1 to March 20, 2014 | ||||||||||||||||||
HGI Blacksburg JV | 24 | % | $ | 1,610 | $ | 1,631 | $ | (21 | ) | $ | 2 | $ | (35 | ) | ||||||||||
Westin Virginia Beach JV | 30.53 | % | 3,354 | 3,844 | (86 | ) | (2 | ) | (131 | ) | ||||||||||||||
Total | $ | 4,964 | $ | 5,475 | $ | (107 | ) | $ | — | $ | (166 | ) | ||||||||||||
Below are the condensed statements of operations for the Westin Virginia Beach JV for the three months ended March 31, 2015 and 2014 and the Predecessor for the period from January 1 to March 20, 2014, (in thousands): | ||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the Period from January 1 to March 20, 2014 | ||||||||||||||||||||||
Hotel revenue | $ | 2,548 | $ | 346 | $ | 2,070 | ||||||||||||||||||
Hotel departmental expenses | (2,053 | ) | (237 | ) | (1,614 | ) | ||||||||||||||||||
Depreciation and amortization | (220 | ) | (27 | ) | (200 | ) | ||||||||||||||||||
Insurance, taxes, fees and owners' expense | (167 | ) | (46 | ) | (323 | ) | ||||||||||||||||||
Operating income (loss) | 108 | 36 | (67 | ) | ||||||||||||||||||||
Interest expense | (273 | ) | (42 | ) | (304 | ) | ||||||||||||||||||
Net income (loss) | $ | (165 | ) | $ | (6 | ) | $ | (371 | ) | |||||||||||||||
Company's share of net income (loss) | (50 | ) | (2 | ) | (113 | ) | ||||||||||||||||||
Additional amortization expense (1) | (36 | ) | — | (18 | ) | |||||||||||||||||||
Company's share of net income (loss) | $ | (86 | ) | $ | (2 | ) | $ | (131 | ) | |||||||||||||||
_________________________________________________________________________ | ||||||||||||||||||||||||
(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 Westin Virginia Beach JV's deficit, which resulted in a basis difference of $3.6 million. | ||||||||||||||||||||||||
Below are the condensed statements of operations for the HGI Blacksburg JV for the three months ended March 31, 2015 and 2014 and the Predecessor for the period from January 1 to March 20, 2014, (in thousands): | ||||||||||||||||||||||||
Predecessor | ||||||||||||||||||||||||
Three Months Ended March 31, 2015 | For the Period from March 21 to March 31, 2014 | For the period from January 1 to March 20, 2014 | ||||||||||||||||||||||
Hotel revenue | $ | 952 | $ | 127 | $ | 687 | ||||||||||||||||||
Hotel departmental expenses | (641 | ) | (75 | ) | (504 | ) | ||||||||||||||||||
Depreciation and amortization | (182 | ) | (21 | ) | (157 | ) | ||||||||||||||||||
Insurance, taxes, fees and owners' expense | (82 | ) | (11 | ) | (73 | ) | ||||||||||||||||||
Operating income (loss) | 47 | 20 | (47 | ) | ||||||||||||||||||||
Interest expense | (104 | ) | (13 | ) | (97 | ) | ||||||||||||||||||
Net income (loss) | $ | (57 | ) | $ | 7 | $ | (144 | ) | ||||||||||||||||
Company's share of net income (loss) | (14 | ) | 2 | (35 | ) | |||||||||||||||||||
Additional amortization expense (1) | (7 | ) | — | — | ||||||||||||||||||||
Company's share of net income (loss) | $ | (21 | ) | $ | 2 | $ | (35 | ) | ||||||||||||||||
____________________________________________________________________________ | ||||||||||||||||||||||||
(1) Amortization of the purchase price of the Company’s original interest in the HGI Blacksburg JV, less the Company's share of the HGI Blacksburg JV's deficit, which resulted in a basis difference of $0.6 million. | ||||||||||||||||||||||||
The maximum exposure to loss as a result of the Company’s investments in unconsolidated entities as of March 31, 2015 and December 31, 2014, respectively, is as follows (in thousands)(1): | ||||||||||||||||||||||||
Partnership Loan Balance | Investment in Partnership | Partnership Maximum Exposure to Loss | ||||||||||||||||||||||
Partnership | 31-Mar-15 | December 31, 2014 | March 31, 2015 | December 31, 2014 | March 31, 2015 | December 31, 2014 | ||||||||||||||||||
HGI Blacksburg JV | $ | 9,913 | $ | 10,063 | $ | 1,610 | $ | 1,631 | $ | 11,523 | $ | 11,694 | ||||||||||||
Westin Virginia Beach JV | 20,465 | 20,540 | 3,354 | 3,844 | 23,819 | 24,384 | ||||||||||||||||||
Total | $ | 30,378 | $ | 30,603 | $ | 4,964 | $ | 5,475 | $ | 35,342 | $ | 36,078 | ||||||||||||
______________________________________________________________________________________________ | ||||||||||||||||||||||||
(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. |
Leases_Tables
Leases (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases [Abstract] | |||||||||
Schedule of Future Minimum Lease Payments for Operating Leases | |||||||||
Minimum Rental Commitments | Amortization of Lease Intangible to Rent Expense | ||||||||
For the nine months ended December 31, 2015 | $ | 3,825 | $ | 293 | |||||
Year ended December 31, 2016 | 5,104 | 392 | |||||||
Year ended December 31, 2017 | 5,121 | 392 | |||||||
Year ended December 31, 2018 | 5,126 | 392 | |||||||
Year ended December 31, 2019 | 5,134 | 392 | |||||||
Thereafter | 88,596 | 8,699 | |||||||
Total | $ | 112,906 | $ | 10,560 | |||||
Mortgage_Notes_Payable_Tables
Mortgage Notes Payable (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||
Schedule of Long-term Debt Instruments | The Company’s mortgage notes payable as of March 31, 2015 and December 31, 2014 consist of the following, respectively (in thousands): | |||||||||||||
Outstanding Mortgage Note Payable | ||||||||||||||
Encumbered Properties | 31-Mar-15 | 31-Dec-14 | Interest Rate | Payment | Maturity | |||||||||
Baltimore Courtyard & Providence Courtyard | $ | 45,500 | $ | 45,500 | 4.30% | Interest Only, Principal paid at Maturity | Apr-19 | |||||||
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | $ | 802,159 | — | LIBOR plus 3.11% | Interest Only, Principal paid at Maturity | May 2016, subject to three, one year extension rights | ||||||||
Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio | $ | 102,004 | — | LIBOR plus 4.77% | Interest Only, Principal paid at Maturity | May 2016, subject to three, one year extension rights | ||||||||
Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and the Stratford Homewood Suites | $ | 227,000 | — | The greater of (i) 6.00% plus LIBOR or (ii) 6.25% | Interest Only, Principal paid at Maturity | March 2017, subject to a one year extension right | ||||||||
Promissory_Notes_Payable_Table
Promissory Notes Payable (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||
Schedule of Promissory Notes | The Company’s promissory notes payable as of March 31, 2015 and December 31, 2014 were as follows (in thousands): | ||||||||||||||
Outstanding Promissory Notes Payable | |||||||||||||||
Note Payable and Use of Proceeds | 31-Mar-15 | 31-Dec-14 | Interest Rate | Payment | Maturity | ||||||||||
Barceló promissory note for Barceló acquisition | $ | 63,074 | $ | 63,074 | 6.8 | % | Interest Only | See below | |||||||
Property improvement plan promissory note | $ | 1,775 | $ | 1,775 | 4.5 | % | Interest Only | Mar-19 | |||||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Trade accounts payable and accrued expenses | $ | 41,646 | $ | 7,412 | ||||
Contingent consideration from Barceló Acquisition (see Note 11) | 2,421 | 2,384 | ||||||
Deferred payment for Barceló Acquisition (see Note 11) | 3,493 | 3,471 | ||||||
Accrued salaries and related liabilities | 5,663 | 952 | ||||||
Total | $ | 53,223 | $ | 14,219 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
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): | |||||||
March 31, 2015 | ||||||||
Carrying Amount | Fair Value | |||||||
Mortgage notes payable | $ | 1,176,663 | $ | 1,177,705 | ||||
Promissory notes payable | 64,849 | 64,849 | ||||||
Contingent consideration on acquisition | 2,421 | 2,421 | ||||||
Deferred consideration | 3,493 | 3,493 | ||||||
Total | $ | 1,247,426 | $ | 1,248,468 | ||||
Related_Party_Transactions_and1
Related Party Transactions and Arrangements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||
Schedule of Related Party Transactions | 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 three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands): | ||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Transaction fees and expenses | $ | — | $ | — | 4,520 | 4,645 | |||||||||||
Advisory and investment banking fee | 115 | — | — | — | |||||||||||||
Total related party fees and reimbursements | $ | 115 | $ | — | $ | 4,520 | 4,645 | ||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total compensation and reimbursement for services provided by the Advisor and its affiliates related to the Offering | $ | 5,409 | $ | 2,200 | $ | 5,540 | $ | 1,885 | |||||||||
The table below shows the commissions and fees incurred from and payable to the Dealer Manager for the Offering during the three months ended March 31, 2015, and the three months ended March 31, 2014, and the associated payable as of March 31, 2015 and December 31, 2014, which is recorded in due to affiliates on the Company's condensed consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total commissions and fees incurred from the Dealer Manager | $ | 15,530 | $ | 100 | $ | 432 | $ | 153 | |||||||||
The table below depicts the acquisition and financing coordination fees charged by the Advisor in connection with the operations of the Company for the three months ended March 31, 2015 and 2014, and the associated payable as of March 31, 2015 and December 31, 2014, which is recorded in due to affiliates on the Company's condensed consolidated/combined balance sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Acquisition fees | $ | 28,930 | $ | 1,600 | $ | — | $ | — | |||||||||
Financing coordination fees | $ | 11,835 | $ | 800 | — | — | |||||||||||
$ | 40,765 | $ | 2,400 | $ | — | $ | — | ||||||||||
The table below shows the interest expense incurred by the Company during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 which is recorded in Due to affiliates on the condensed consolidated/combined balances sheets (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Interest related to the property improvement plan promissory note | $ | 20 | $ | — | $ | 20 | $ | 20 | |||||||||
The table below shows the management fees and reimbursable expenses incurred by the Company during the three months ended March 31, 2015 and 2014, respectively, and the associated payable as of March 31, 2015 and December 31, 2014 (in thousands): | |||||||||||||||||
Three Months Ended | Payable as of | ||||||||||||||||
March 31, | |||||||||||||||||
2015 | 2014 | 31-Mar-15 | 31-Dec-14 | ||||||||||||||
Total management fees and reimbursable expenses incurred from Crestline | $ | 1,712 | $ | 818 | $ | 1,415 | $ | 228 | |||||||||
Total management fees incurred from Property Manager | $ | 238 | $ | 10 | $ | 192 | $ | 20 | |||||||||
Total | $ | 1,950 | $ | 828 | $ | 1,607 | $ | 248 | |||||||||
Organization_Narrative_Details
Organization - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||||
Feb. 03, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 07, 2014 | Feb. 28, 2015 | Feb. 27, 2015 | |
hotel | hotel | hotel | ||||
Class of Stock [Line Items] | ||||||
Number of properties owned | 122 | |||||
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 (in shares) | 16,902,848 | |||||
Proceeds from issuance of common stock, net | 420,200,000 | 252,900,000 | ||||
The Barcelo Acquisition | ||||||
Class of Stock [Line Items] | ||||||
Number of properties owned | 6 | |||||
The Grace Acquisition | ||||||
Class of Stock [Line Items] | ||||||
Number of properties owned | 116 | 116 | ||||
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% | |||||
American Realty Capital Hospitality Special Limited Partner, LLC | ||||||
Class of Stock [Line Items] | ||||||
Expected contributed capital | $2,020 | |||||
Operating partnership units (in shares) | 90 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) (Successor, USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade receivables | $5,621 | $1,388 |
Allowance for doubtful accounts | -482 | -45 |
Trade receivables, net of allowance | $5,139 | $1,343 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 03, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 20, 2014 | Dec. 31, 2014 | |
segment | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Subscriptions required to break escrow | $2,000,000 | ||||
Advertising expense | 1,400,000 | 100,000 | |||
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] | |||||
Costs and expenses | $200,000 | ||||
Building [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 40 years | ||||
Land Improvements [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 15 years | ||||
Furniture and Fixtures [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
period after which receivables are due | 30 days | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
period after which receivables are due | 90 days |
Business_Combinations_Schedule
Business Combinations - Schedule of Business Acquisitions (Details) (Successor, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Feb. 27, 2015 |
Successor | |
Assets acquired and liabilities assumed | |
Land | $274,478 |
Buildings and improvements | 1,391,506 |
Below-market lease obligation | 2,605 |
Furniture, fixtures and equipment | 127,935 |
Prepaid expenses and other assets | 6,960 |
Accounts payable and accrued expenses | -4,517 |
Total assets acquired | 1,798,967 |
Financing of real estate investments | -1,351,282 |
Total assets acquired, net | $447,685 |
Business_Combinations_Schedule1
Business Combinations - Schedule of Pro Forma Financial Information (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Business Combinations [Abstract] | ||
Revenues | $118,738 | $109,546 |
Net loss | ($8,672) | ($9,750) |
Business_Combinations_Narrativ
Business Combinations - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Feb. 27, 2015 | Mar. 31, 2014 | Mar. 21, 2014 | Mar. 31, 2014 | 14-May-15 | Dec. 31, 2014 | 14-May-15 | Apr. 30, 2015 | Feb. 28, 2015 | |
hotel | hotel | |||||||||
Business Acquisition [Line Items] | ||||||||||
Number of properties owned | 122 | |||||||||
Net loss | ($39,976,000) | |||||||||
Successor | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Management fees | 2,207,000 | 46,000 | ||||||||
Depreciation and amortization | 7,071,000 | 122,000 | ||||||||
Assets acquired | 1,798,967,000 | |||||||||
Total assets acquired, net | 447,685,000 | |||||||||
Payments to Acquire Businesses, Gross | 447,403,000 | 41,390,000 | ||||||||
Interest expense | 10,160,000 | 212,000 | ||||||||
Net loss | -39,976,000 | -5,282,000 | ||||||||
The Barcelo Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of properties owned | 6 | |||||||||
The Barcelo Acquisition | Successor | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Assets acquired | 110,130,000 | |||||||||
The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration on acquisition | 904,200,000 | |||||||||
Number of properties owned | 116 | 116 | ||||||||
Total assets acquired, net | 1,808,000,000 | |||||||||
Business Combinations, Consideration Transferred, Net of Adjustments | 1,799,000,000 | |||||||||
Payments to Acquire Businesses, Gross | 220,700,000 | |||||||||
Proceeds from issuance of long-term debt | 227,000,000 | |||||||||
Number of newly formed limited liability companies | 2 | |||||||||
Business acquisitions, transaction costs | 37,300,000 | |||||||||
Revenues | 45,100,000 | |||||||||
Net loss | 7,900,000 | |||||||||
The Grace Acquisition | Pro Forma [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Management fees | 1,200,000 | 1,800,000 | ||||||||
Depreciation and amortization | 3,400,000 | 5,200,000 | ||||||||
Interest expense | 5,400,000 | 8,200,000 | ||||||||
The Grace Acquisition | Subsequent Event [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments for Previous Acquisition | 3,500,000 | |||||||||
London Interbank Offered Rate (LIBOR) | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Basis spread on variable rate | 3.30% | |||||||||
Secured Debt [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of properties under loan | 20 | |||||||||
Secured Debt [Member] | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Basis spread on variable rate | 3.11% | |||||||||
Mezzanine Mortgage [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of one year extensions | 3 | |||||||||
Mezzanine Mortgage [Member] | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Basis spread on variable rate | 4.77% | |||||||||
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of loans payable | 802,300,000 | |||||||||
One Year Extension Rate Interest Rate Option One [Member] | Secured Debt [Member] | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Basis spread on variable rate | 6.00% | |||||||||
Mezzanine Mortgage [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Fair value of loans payable | 101,900,000 | |||||||||
Mezzanine Mortgage [Member] | Secured Debt [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of properties under loan | 96 | |||||||||
One Year Extension Rate Interest Rate Option Two [Member] | Secured Debt [Member] | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Basis spread on variable rate | 6.25% | |||||||||
Redeemable Preferred Stock [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of preferred limited partners units | 447,100,000 | |||||||||
Preferred stock, redemption terms, repayments of unsecured debt | 63,100,000 | |||||||||
Preferred Stock, redemption terms, proceeds from issuance or sale of equity | 100,000,000 | |||||||||
Preferred stock, redemption terms, percentage of equity offering proceeds to redeem the preferred equity interests at par | 35.00% | |||||||||
Preferred stock, maximum equity offering proceeds used to redeem preferred equity interests at par | 350,000,000 | |||||||||
Preferred stock, period for maximum equity offering proceeds used to redeem preferred equity interests at par | 12 months | |||||||||
Preferred stock, redemption terms, percentage of preferred equity interests required to be redeemed at end of third year | 50.00% | |||||||||
Preferred stock, redemption terms, percentage of preferred equity interests required to be redeemed at end of fourth year | 100.00% | |||||||||
Redeemable Preferred Stock [Member] | The Grace Acquisition | Subsequent Event [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of equity | 100,000,000 | |||||||||
Mandatory redemption | $13,000,000 | |||||||||
Minimum [Member] | Redeemable Preferred Stock [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 7.50% | |||||||||
Maximum [Member] | Redeemable Preferred Stock [Member] | The Grace Acquisition | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Preferred stock, dividend rate, percentage | 8.00% |
Variable_Interest_Entities_and2
Variable Interest Entities and Investments in Unconsolidated Entities - Narrative (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Apr. 17, 2011 | Apr. 08, 2014 | |
HGI Blacksburg JV | |||||
Variable Interest Entity [Line Items] | |||||
Amount of capital distribution | $400,000 | $0 | |||
HGI Blacksburg JV | |||||
Variable Interest Entity [Line Items] | |||||
Ownership Interest | 24.00% | ||||
Number of guarantors on debt | 4 | ||||
Loan guarantee percentage | 100.00% | ||||
Westin Virginia Beach JV | |||||
Variable Interest Entity [Line Items] | |||||
Ownership Interest | 30.53% | ||||
Predecessor | |||||
Variable Interest Entity [Line Items] | |||||
Partnership Loan Balance | 30,603,000 | ||||
Predecessor | HGI Blacksburg JV | |||||
Variable Interest Entity [Line Items] | |||||
Partnership Loan Balance | 10,100,000 | ||||
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 | 20,540,000 | ||||
Loan guarantee percentage | 100.00% | ||||
Predecessor | Westin Virginia Beach JV | Loan | West Virginia Beach Loan | |||||
Variable Interest Entity [Line Items] | |||||
Amount of loan | 20,700,000 | ||||
Successor | |||||
Variable Interest Entity [Line Items] | |||||
Partnership Loan Balance | 30,378,000 | ||||
Successor | HGI Blacksburg JV | |||||
Variable Interest Entity [Line Items] | |||||
Partnership Loan Balance | 9,900,000 | ||||
Successor | Westin Virginia Beach JV | |||||
Variable Interest Entity [Line Items] | |||||
Partnership Loan Balance | $20,465,000 | $20,465,000 |
Variable_Interest_Entities_and3
Variable Interest Entities and Investments in Unconsolidated Entities - Investments in Unconsolidated Affiliates (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 20, 2014 |
Successor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | $4,964 | ||
Income (Loss) | -107 | 0 | |
Predecessor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | 5,475 | ||
Income (Loss) | -166 | ||
HGI Blacksburg JV | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Interest | 24.00% | ||
HGI Blacksburg JV | Successor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | 1,610 | ||
Income (Loss) | -21 | 2 | |
HGI Blacksburg JV | Predecessor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | 1,631 | ||
Income (Loss) | -35 | ||
Westin Virginia Beach JV | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership Interest | 30.53% | ||
Westin Virginia Beach JV | Successor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | 3,354 | ||
Income (Loss) | -86 | -2 | |
Westin Virginia Beach JV | Predecessor | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment in Partnership | 3,844 | ||
Income (Loss) | ($131) |
Variable_Interest_Entities_and4
Variable Interest Entities and Investments in Unconsolidated Entities - VIE's (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | $30,378 | |
Investment in Partnership | 4,964 | |
Partnership Maximum Exposure to Loss | 35,342 | |
Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | 30,603 | |
Investment in Partnership | 5,475 | |
Partnership Maximum Exposure to Loss | 36,078 | |
HGI Blacksburg JV | Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | 9,900 | |
Investment in Partnership | 1,610 | |
Partnership Maximum Exposure to Loss | 11,523 | |
HGI Blacksburg JV | Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | 10,100 | |
Investment in Partnership | 1,631 | |
Partnership Maximum Exposure to Loss | 11,694 | |
Westin Virginia Beach JV | Successor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | 20,465 | 20,465 |
Investment in Partnership | 3,354 | |
Partnership Maximum Exposure to Loss | 23,819 | |
Westin Virginia Beach JV | Predecessor | ||
Variable Interest Entity [Line Items] | ||
Partnership Loan Balance | 20,540 | |
Investment in Partnership | 3,844 | |
Partnership Maximum Exposure to Loss | $24,384 |
Variable_Interest_Entities_and5
Variable Interest Entities and Investments in Unconsolidated Entities - BSE/AH BLACKSBURG HOTEL, LLC (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 20, 2014 | |
Variable Interest Entity [Line Items] | |||||
Net income (loss) | ($39,976,000) | ||||
Successor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 50,492,000 | 965,000 | |||
Interest expense | -10,160,000 | -212,000 | |||
Net income (loss) | -39,976,000 | -5,282,000 | |||
Company's share of net income (loss) | -107,000 | 0 | |||
Predecessor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 6,026,000 | ||||
Interest expense | -531,000 | ||||
Net income (loss) | -605,000 | ||||
Company's share of net income (loss) | -166,000 | ||||
HGI Blacksburg JV | |||||
Variable Interest Entity [Line Items] | |||||
Difference in basis | 600,000 | ||||
HGI Blacksburg JV | Successor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 952,000 | 127,000 | |||
Hotel departmental expenses | -641,000 | -75,000 | |||
Depreciation and amortization | -182,000 | -21,000 | |||
Insurance, taxes, fees and owners' expense | -82,000 | -11,000 | |||
Operating income (loss) | 47,000 | 20,000 | |||
Interest expense | -104,000 | -13,000 | |||
Net income (loss) | -57,000 | 7,000 | |||
Company's share of net income (loss) | -14,000 | 2,000 | |||
Additional amortization expense | -7,000 | 0 | |||
Company's share of net income (loss) | -21,000 | 2,000 | |||
HGI Blacksburg JV | Predecessor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 687,000 | ||||
Hotel departmental expenses | -504,000 | ||||
Depreciation and amortization | -157,000 | ||||
Insurance, taxes, fees and owners' expense | -73,000 | ||||
Operating income (loss) | -47,000 | ||||
Interest expense | -97,000 | ||||
Net income (loss) | -144,000 | ||||
Company's share of net income (loss) | -35,000 | ||||
Additional amortization expense | 0 | ||||
Company's share of net income (loss) | ($35,000) |
Variable_Interest_Entities_and6
Variable Interest Entities and Investments in Unconsolidated Entities - TCA Block 7, LLC (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended |
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 20, 2014 | |
Variable Interest Entity [Line Items] | |||||
Net loss | ($39,976,000) | ||||
Successor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 50,492,000 | 965,000 | |||
Interest expense | -10,160,000 | -212,000 | |||
Net loss | -39,976,000 | -5,282,000 | |||
Company's share of net income (loss) | -107,000 | 0 | |||
Predecessor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 6,026,000 | ||||
Interest expense | -531,000 | ||||
Net loss | -605,000 | ||||
Company's share of net income (loss) | -166,000 | ||||
Westin Virginia Beach JV | Successor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 2,548,000 | 346,000 | |||
Hotel Department Expenses | 2,053,000 | 237,000 | |||
Depreciation, Depletion and Amortization, Nonproduction | 220,000 | 27,000 | |||
Insurance, Taxes, Fees and Owners' Expense | 167,000 | 46,000 | |||
Operating income (loss) | 108,000 | 36,000 | |||
Interest expense | -273,000 | -42,000 | |||
Net loss | -165,000 | -6,000 | |||
Company's share of net income (loss) | -50,000 | -2,000 | |||
Additional amortization expense | -36,000 | 0 | |||
Company's share of net income (loss) | -86,000 | -2,000 | |||
Difference in basis | 3,600,000 | ||||
Westin Virginia Beach JV | Predecessor | |||||
Variable Interest Entity [Line Items] | |||||
Hotel revenue | 2,070,000 | ||||
Hotel Department Expenses | 1,614,000 | ||||
Depreciation, Depletion and Amortization, Nonproduction | 200,000 | ||||
Insurance, Taxes, Fees and Owners' Expense | 323,000 | ||||
Operating income (loss) | -67,000 | ||||
Interest expense | -304,000 | ||||
Net loss | -371,000 | ||||
Company's share of net income (loss) | -113,000 | ||||
Additional amortization expense | -18,000 | ||||
Company's share of net income (loss) | -131,000 | ||||
Difference in basis | $3,400,000 |
Leases_Narrative_Details
Leases - Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Leased Assets [Line Items] | ||
Rent | $1,200 | $1,100 |
Georgia Tech Hotel | ||
Operating Leased Assets [Line Items] | ||
Rent | $100 | $100 |
Leases_Schedule_of_Future_Mini
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Minimum Rental Commitments | ||
For the nine months ended December 31, 2015 | $3,825 | |
Year ended December 31, 2016 | 5,104 | |
Year ended December 31, 2017 | 5,121 | |
Year ended December 31, 2018 | 5,126 | |
Year ended December 31, 2019 | 5,134 | |
Thereafter | 88,596 | |
Total | 112,906 | |
Amortization of Lease Intangible to Rent Expense | ||
For the nine months ended December 31, 2015 | 293 | |
Year ended December 31, 2016 | 392 | |
Year ended December 31, 2017 | 392 | |
Year ended December 31, 2018 | 392 | |
Year ended December 31, 2019 | 392 | |
Thereafter | 8,699 | |
Total | $10,560 |
Mortgage_Notes_Payable_Mortgag
Mortgage Notes Payable - Mortgage Notes Payable (Details) (Successor, USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Mortgage notes payable | 1,176,663 | ||
Baltimore Courtyard & Providence Courtyard | Mortgage notes payable | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | 45,500 | 45,500 | |
Interest rate (percent) | 4.30% | ||
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | Mortgage notes payable | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | 802,159 | 0 | |
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | Mortgage notes payable | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.11% | ||
Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio | Mortgage notes payable | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | 102,004 | 0 | |
Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio | Mortgage notes payable | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 4.77% | ||
Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and the Stratford Homewood Suites | Mortgage notes payable | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | 227,000 | $0 | |
Basis spread on variable rate | 6.25% | ||
Additional Grace Mortgage Loan - 20 properties in Grace Portfolio and the Stratford Homewood Suites | Mortgage notes payable | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.00% |
Mortgage_Notes_Payable_Narrati
Mortgage Notes Payable - Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Mar. 31, 2015 |
Predecessor | ||
Debt Instrument [Line Items] | ||
Interest expense | $0.50 | |
Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Interest expense | $4.80 |
Promissory_Notes_Payable_Narra
Promissory Notes Payable - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | 14-May-15 | Feb. 27, 2015 | Dec. 31, 2014 | Mar. 21, 2015 | |
Debt Instrument [Line Items] | ||||||
Minimum equity raised from offering for contingent consideration | $70,000,000 | $70,000,000 | ||||
Promissory notes payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 1,100,000 | 100,000 | ||||
Successor | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes payable | 64,849,000 | |||||
Successor | Promissory notes payable | BarcelC3 promissory note for BarcelC3 acquisition | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes payable | 63,074,000 | 63,074,000 | ||||
Successor | Promissory notes payable | Property improvement plan promissory note | ||||||
Debt Instrument [Line Items] | ||||||
Promissory notes payable | 1,775,000 | 1,775,000 | 1,775,000 | |||
Subsequent Event [Member] | Successor | Promissory notes payable | BarcelC3 promissory note for BarcelC3 acquisition | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | 63,074,000 | |||||
Subsequent Event [Member] | Successor | Promissory notes payable | Property improvement plan promissory note | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Debt | $1,775,000 |
Promissory_Notes_Payable_Sched
Promissory Notes Payable - Schedule of Promissory Notes (Details) (Successor, USD $) | Mar. 31, 2015 | Mar. 21, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Promissory notes payable | $64,849 | ||
Promissory notes payable | BarcelC3 promissory note for BarcelC3 acquisition | |||
Debt Instrument [Line Items] | |||
Promissory notes payable | 63,074 | 63,074 | |
Interest rate (percent) | 6.80% | ||
Promissory notes payable | Property improvement plan promissory note | |||
Debt Instrument [Line Items] | |||
Promissory notes payable | $1,775 | $1,775 | $1,775 |
Interest rate (percent) | 4.50% |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Successor | ||
Accounts Payable and Accrued Expenses [Line Items] | ||
Trade accounts payable and accrued expenses | $41,646 | |
Contingent consideration from BarcelC3 Acquisition (see Note 11) | 2,421 | |
Deferred payment for BarcelC3 Acquisition (see Note 11) | 3,493 | |
Accrued salaries and related liabilities | 5,663 | |
Accounts Payable and Accrued Liabilities | 53,223 | |
Predecessor | ||
Accounts Payable and Accrued Expenses [Line Items] | ||
Trade accounts payable and accrued expenses | 7,412 | |
Contingent consideration from BarcelC3 Acquisition (see Note 11) | 2,384 | |
Deferred payment for BarcelC3 Acquisition (see Note 11) | 3,471 | |
Accrued salaries and related liabilities | 952 | |
Accounts Payable and Accrued Liabilities | $14,219 |
Common_Stock_Narrative_Details
Common Stock - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 03, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||
Common stock, outstanding (in shares) | 16,902,848 | 16,902,848 | |||
Proceeds from issuance of common stock, net | $420,200 | $252,900 | |||
Share price (in dollars per share) | $22.50 | 22.5 | |||
Dividends declared per day | $0.00 | ||||
Dividends declared per year | $1.70 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, outstanding (in shares) | 16,902,848 | 16,902,848 | 10,163,206 | ||
Common stock issued through Distribution Reinvestment Plan (in shares) | 92,392 | 156,390 | 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 | ||||
Share repurchase price maximum percent of price paid (percent) | 92.50% | ||||
Two Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | 23.75 | ||||
Share repurchase price maximum percent of price paid (percent) | 95.00% | ||||
Three Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | 24.38 | ||||
Share repurchase price maximum percent of price paid (percent) | 97.50% | ||||
Four Years | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | 25 | ||||
Share repurchase price maximum percent of price paid (percent) | 100.00% | ||||
Four Months | Share Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Short-term trading fee (percent) | 2.00% |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value, by Balance Sheet Grouping (Details) (Successor, Level 3, USD $) | Mar. 31, 2015 |
In Thousands, unless otherwise specified | |
Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | $1,247,426 |
Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 1,248,468 |
Mortgage notes payable | Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 1,176,663 |
Mortgage notes payable | Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 1,177,705 |
Promissory notes payable | Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 64,849 |
Promissory notes payable | Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 64,849 |
Contingent consideration on acquisition | Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 2,421 |
Contingent consideration on acquisition | Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 2,421 |
Deferred consideration | Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | 3,493 |
Deferred consideration | Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | $3,493 |
Commitments_and_Contingencies_
Commitments and Contingencies - Narrative (Details) (USD $) | 0 Months Ended | ||
14-May-15 | Mar. 31, 2015 | Feb. 27, 2015 | |
Other Commitments [Line Items] | |||
Minimum equity raised from offering for contingent consideration | $70,000,000 | $70,000,000 | |
Deferred compensation interest accrual rate | 6.80% | ||
The Grace Acquisition | Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Payments for Previous Acquisition | $3,500,000 |
Related_Party_Transactions_and2
Related Party Transactions and Arrangements - Narrative (Details) (USD $) | Mar. 31, 2015 |
In Thousands, except Share data, unless otherwise specified | |
Related Party Transaction [Line Items] | |
Common stock, outstanding (in shares) | 16,902,848 |
Special Limited Partner | |
Related Party Transaction [Line Items] | |
Common stock, outstanding (in shares) | 8,888 |
Successor | |
Related Party Transaction [Line Items] | |
Common stock, outstanding (in shares) | 16,902,848 |
Due to affiliates | 12,120 |
Related_Party_Transactions_and3
Related Party Transactions and Arrangements - Fees Paid in Connection with the Offering (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Liability for initial public offering costs (percent) | 2.00% | ||
Offering and related costs in excess of gross proceeds form the offering limit | $3,500,000 | $2,400,000 | |
Participating Broker Dealers | |||
Related Party Transaction [Line Items] | |||
Sales commissions earned by related party (percent) | 7.50% | ||
Brokerage fees earned by related party (percent) | 1.00% | ||
Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Sales commissions earned by related party (percent) | 7.00% | ||
Gross proceeds from the sales of common stock, before allowances (percent) | 3.00% | ||
Brokerage fees earned by related party (percent) | 2.50% | ||
Fees incurred with the offering | 115,000 | 0 | |
Due to affiliates | 4,520,000 | ||
Commissions and Brokerage Fees | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 15,530,000 | 100,000 | |
Due to affiliates | 432,000 | 153,000 | |
Compensation and Reimbursement for Services | Advisor and Affiliates | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 5,409,000 | 2,200,000 | |
Due to affiliates | $5,540,000 | $1,885,000 |
Related_Party_Transactions_and4
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Quarterly asset management fee earned (percent) | 0.19% | ||
Share price (in dollars per share) | $22.50 | ||
Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | $40,765,000 | $2,400,000 | |
Due to affiliates | 0 | 0 | |
Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 1,950,000 | 828,000 | |
Due to affiliates | 1,607,000 | 248,000 | |
Cumulative capital investment return (percent) | 8.50% | ||
Property management fee (percent) | 4.00% | ||
Annual Incentive Fee, Percent | 15.00% | ||
Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 115,000 | 0 | |
Due to affiliates | 4,520,000 | ||
ARC Realty Finance Advisors, LLC | |||
Related Party Transaction [Line Items] | |||
Real estate acquisition fee | 1.50% | ||
Real estate acquisition fee reimbursement maximum (percent) | 0.10% | ||
Real estate acquisition fee acquisition cost reimbursement aggregate (percent) | 1.90% | ||
Real estate acquisition fee acquisition maximum (percent) | 4.50% | ||
Annual asset management fee lower of cost of assets or net asset value (percent) | 0.75% | ||
Reimbursement costs for administrative services maximum of operating expenses (percent) | 2.00% | ||
Reimbursement costs for administrative services maximum of net income (percent) | 25.00% | ||
Interest Related to the Property Improvementt Plan Promissory Note [Member] | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 20,000 | 0 | |
Due to affiliates | 20,000 | 20,000 | |
Acquisition fees | Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 28,930,000 | 1,600,000 | |
Due to affiliates | 0 | 0 | |
Financing coordination fees | Advisor | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 11,835,000 | 800,000 | |
Due to affiliates | 0 | 0 | |
Strategic Advisory Services and Investment Banking Services Contract | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Amount of agreement | 900,000 | ||
Strategic Financial Advice and Assistance with Grace Acquisition | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 4,500,000 | ||
Related party rate | 0.25% | ||
Total management fees and reimbursable expenses incurred from Crestline | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 1,712,000 | 818,000 | |
Due to affiliates | 1,415,000 | 228,000 | |
Transaction fees and expenses | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 0 | 0 | |
Due to affiliates | 4,520,000 | 4,645,000 | |
Advisory and investment banking fee | Dealer Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 115,000 | 0 | |
Due to affiliates | 0 | 0 | |
Total Management Fees Incurred | Property Manager | |||
Related Party Transaction [Line Items] | |||
Fees incurred with the offering | 238,000 | 10,000 | |
Due to affiliates | $192,000 | $20,000 | |
Common Class B | |||
Related Party Transaction [Line Items] | |||
Cumulative capital investment return (percent) | 6.00% | ||
Units issued (shares) | 198,897 |
Related_Party_Transactions_and5
Related Party Transactions and Arrangements - Fees Paid in Connection with the Liquidation or Listing of the Companybs Real Estate Assets (Details) | Mar. 31, 2015 |
ARC Realty Finance Advisors, LLC | |
Related Party Transaction [Line Items] | |
Subordinated performance fee return threshold (percent) | 6.00% |
Subordinated participation in asset sale fee (percent) | 15.00% |
Subordinated participation in asset sale fee maximum (percent) | 10.00% |
Transaction termination or nonrenewal of advisory agreement fee (percent) | 15.00% |
Termination or nonrenewal of advisory agreement fee threshold (percent) | 6.00% |
Special Limited Partner | |
Related Party Transaction [Line Items] | |
Subordinated incentive listing distribution (percent) | 15.00% |
Annual Targeted Investor Return | Special Limited Partner | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return (percent) | 6.00% |
Brokerage Commission Fees | ARC Realty Finance Advisors, LLC | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 2.00% |
Brokerage Fee Commission for Third Party | ARC Realty Finance Advisors, LLC | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 50.00% |
Real Estate Commissions | ARC Realty Finance Advisors, LLC | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 6.00% |
Subsequent_Events_Narrative_De
Subsequent Events - Narrative (Details) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | 7-May-15 | 14-May-15 | Dec. 31, 2014 | Mar. 21, 2015 |
Subsequent Event [Line Items] | |||||
Common stock issued through Distribution Reinvestment Plan | $2,195 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued through Distribution Reinvestment Plan | 82,900 | ||||
Common stock issued through Distribution Reinvestment Plan (in shares) | 3,400,000 | ||||
Successor | |||||
Subsequent Event [Line Items] | |||||
Promissory notes payable | 64,849 | ||||
BarcelC3 promissory note for BarcelC3 acquisition | Successor | Promissory notes payable | |||||
Subsequent Event [Line Items] | |||||
Promissory notes payable | 63,074 | 63,074 | |||
BarcelC3 promissory note for BarcelC3 acquisition | Successor | Promissory notes payable | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | 63,074 | ||||
Property improvement plan promissory note | Successor | Promissory notes payable | |||||
Subsequent Event [Line Items] | |||||
Promissory notes payable | 1,775 | 1,775 | 1,775 | ||
Property improvement plan promissory note | Successor | Promissory notes payable | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Repayments of Debt | $1,775 |