Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 01, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN REALTY CAPITAL HOSPITALITY TRUST, INC. | |
Entity Central Index Key | 1,583,077 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 26,985,483 |
CONDENSED CONSOLIDATED_COMBINED
CONDENSED CONSOLIDATED/COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Real estate investments: | ||
Land | $ 286,540 | $ 12,061 |
Buildings and improvements | 1,486,493 | 81,176 |
Furniture, fixtures and equipment | 138,281 | 5,308 |
Total real estate investments | 1,911,314 | 98,545 |
Less: accumulated depreciation and amortization | (28,770) | (2,796) |
Total real estate investments, net | 1,882,544 | 95,749 |
Cash and cash equivalents | 76,702 | 131,861 |
Acquisition deposits | 28,000 | 75,000 |
Restricted cash | 71,661 | 3,437 |
Investments in unconsolidated entities | 3,303 | 5,475 |
Below-market lease asset, net | 10,425 | 8,060 |
Prepaid expenses and other assets | 38,926 | 11,801 |
Deferred financing fees, net | 16,474 | 1,991 |
Total Assets | 2,128,035 | 333,374 |
LIABILITIES, NON-CONTROLLING INTEREST AND EQUITY | ||
Mortgage notes payable | 1,187,102 | 45,500 |
Promissory notes payable | 0 | 64,849 |
Mandatorily redeemable preferred securities | 408,810 | 0 |
Accounts payable and accrued expenses | 53,558 | 14,219 |
Due to affiliates | 3,159 | 7,011 |
Total Liabilities | 1,652,629 | 131,579 |
Preferred stock, $0.01 par value, 50,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, 300,000,000 shares authorized, 25,016,906 and 10,163,206 shares issued and outstanding, respectively | 250 | 102 |
Additional paid-in capital | 546,043 | 221,379 |
Deficit | (73,655) | (19,686) |
Total equity of American Realty Capital Hospitality Trust, Inc. stockholders | 472,638 | 201,795 |
Non-controlling interest - consolidated variable interest entity | 2,768 | 0 |
Total Equity | 475,406 | 201,795 |
Total Liabilities, Non-controlling Interest and Equity | $ 2,128,035 | $ 333,374 |
CONDENSED CONSOLIDATED_COMBINE3
CONDENSED CONSOLIDATED/COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 25,016,906 | 10,163,206 |
Common stock, outstanding (in shares) | 25,016,906 | 10,163,206 |
CONDENSED CONSOLIDATED_COMBINE4
CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 20, 2014 | Jun. 30, 2015 | |
Operating expenses | |||||
Net loss attributable to non-controlling interest | $ (6) | ||||
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc. | (39,538) | ||||
Successor | |||||
Revenues | |||||
Rooms | $ 126,009 | $ 9,508 | $ 8,543 | 176,501 | |
Food and beverage | 4,366 | 2,021 | 1,790 | 7,161 | |
Other | 3,115 | 1,251 | 1,127 | 4,654 | |
Total revenue | 133,490 | 12,780 | 11,460 | 188,316 | |
Operating expenses | |||||
Rooms | 28,329 | 1,913 | 1,710 | 38,643 | |
Food and beverage | 3,548 | 1,338 | 1,202 | 5,523 | |
Management fees | 5,325 | 511 | 465 | 7,532 | |
Other property-level operating expenses | 48,811 | 4,831 | 4,324 | 69,528 | |
Depreciation and amortization | 19,550 | 1,012 | 890 | 26,621 | |
Rent | 1,545 | 1,353 | 1,223 | 2,828 | |
Total operating expenses | 107,108 | 10,958 | 9,814 | 150,675 | |
Income from operations | 26,382 | 1,822 | 1,646 | 37,641 | |
Interest expense | (23,483) | (2,243) | (2,031) | (33,643) | |
Acquisition and transaction related costs | (1,148) | (4,645) | (187) | (38,431) | |
Other income | 2,201 | 0 | 0 | 2,201 | |
Equity in earnings (losses) of unconsolidated entities | 115 | 2,346 | 2,346 | 8 | |
General and administrative | (1,471) | (1,469) | (779) | (3,964) | |
Total other expenses, net | (23,786) | (6,011) | (651) | (73,829) | |
Net income (loss) before taxes | 2,596 | (4,189) | 995 | (36,188) | |
Provision for income taxes | 2,164 | 1,175 | 1,077 | 3,356 | |
Net income (loss) and comprehensive income (loss) | 432 | (5,364) | (82) | (39,544) | |
Net loss attributable to non-controlling interest | (6) | 0 | 0 | (6) | |
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc. | $ 438 | $ (5,364) | $ (82) | $ (39,538) | |
Basic net income (loss) per share (usd per share) | $ 0.03 | $ (22.86) | $ (0.21) | $ (2.31) | |
Diluted net income (loss) per share (usd per share) | $ 0.03 | $ (22.86) | $ (0.21) | $ (2.30) | |
Basic and diluted weighted average shares outstanding (in shares) | 16,990,324 | 234,621 | 398,796 | 17,083,902 | |
Diluted weighted average shares outstanding (shares) | 17,024,900 | 234,621 | 398,796 | 17,083,902 | |
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 | ||||
Other income | 0 | ||||
Equity in earnings (losses) of unconsolidated entities | (166) | ||||
General and administrative | 0 | ||||
Total other expenses, net | (697) | ||||
Net income (loss) before taxes | (605) | ||||
Provision for income taxes | 0 | ||||
Net income (loss) and comprehensive income (loss) | (605) | ||||
Net loss attributable to non-controlling interest | 0 | ||||
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc. | $ (605) |
CONDENSED CONSOLIDATED_COMBINE5
CONDENSED CONSOLIDATED/COMBINED STATEMENT OF CHANGES IN EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Deficit | Total Equity of American Realty Capital Hospitality Trust, Inc. Stockholders | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2014 | 10,163,206 | 10,163,206 | ||||
Beginning balance at Dec. 31, 2014 | $ 201,795 | $ 102 | $ 221,379 | $ (19,686) | $ 201,795 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock (in shares) | 14,602,483 | |||||
Issuance of common stock | 363,115 | $ 146 | 362,969 | 363,115 | ||
Net loss attributable to American Realty Capital Hospitality Trust, Inc. | (39,538) | (39,538) | (39,538) | |||
Net loss attributable to non-controlling interest | (6) | (6) | (6) | |||
Non-controlling interest - consolidated variable interest entity | 2,768 | 2,768 | ||||
Dividends paid or declared | (14,425) | (14,425) | (14,425) | |||
Common stock issued through Distribution Reinvestment Plan (in shares) | 251,217 | |||||
Common stock issued through Distribution Reinvestment Plan | 5,968 | $ 2 | 5,966 | 5,968 | ||
Share-based payments | 35 | 35 | 35 | |||
Common stock offering costs, commissions and dealer manager fees | $ (44,306) | (44,306) | (44,306) | |||
Ending balance (in shares) at Jun. 30, 2015 | 25,016,906 | 25,016,906 | ||||
Ending balance at Jun. 30, 2015 | $ 475,406 | $ 250 | $ 546,043 | $ (73,655) | $ 472,638 | $ 2,768 |
CONDENSED CONSOLIDATED_COMBINE6
CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 20, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Cash flows from financing activities: | |||||||
Cash and cash equivalents, beginning of period | $ 131,861 | ||||||
Cash and cash equivalents, end of period | $ 76,702 | 76,702 | |||||
Successor | |||||||
Cash flows from operating activities: | |||||||
Net loss | 432 | $ (5,364) | $ (82) | (39,544) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 1,012 | 26,621 | |||||
Amortization of deferred financing costs | 223 | 4,255 | |||||
Change in fair value of contingent consideration | 0 | (1,927) | |||||
Distributions from variable interest entities | 0 | 1,003 | |||||
Equity in (earnings) losses of unconsolidated entities | (115) | (2,346) | (2,346) | (8) | |||
Other adjustments, net | 303 | 15 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | (2,611) | (15,510) | |||||
Restricted cash | (870) | (24,634) | |||||
Due to affiliates | 0 | (4,502) | |||||
Accounts payable and accrued expenses | 5,767 | 38,309 | |||||
Net cash used in operating activities | (3,886) | (15,922) | |||||
Cash flows from investing activities: | |||||||
Acquisition of hotel assets, net of cash received | (41,390) | (375,777) | |||||
Real estate investment improvements and purchases of property and equipment | (424) | (3,622) | |||||
Acquisition deposits | (50,000) | (28,000) | |||||
Increase in restricted cash related to real estate improvements | (2,010) | (39,672) | |||||
Net cash used in investing activities | (93,824) | (447,071) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock, net | 20,195 | 360,335 | |||||
Payments of offering costs | (2,766) | (43,724) | |||||
Dividends paid | (62) | (6,485) | |||||
Mandatorily redeemable preferred securities redemptions | 0 | (38,287) | |||||
Repayments of notes payable | 0 | (64,849) | |||||
Distribution to members | 0 | 0 | |||||
Affiliate financing advancement | 2,599 | 0 | |||||
Proceeds from affiliate note payable used to fund acquisition deposit | 40,500 | 0 | |||||
Repayment of affiliate note payable used to fund acquisition deposit | (3,700) | 0 | |||||
Payment of deferred consideration payable | 0 | (3,500) | |||||
Proceeds from mortgage note payable | 45,500 | 227,000 | |||||
Payments of mortgage note payable | 0 | 0 | |||||
Proceeds from promissory note payable | 1,775 | 0 | |||||
Deferred financing fees | (1,601) | (18,738) | |||||
Restricted cash for debt service | 0 | (3,918) | |||||
Net cash provided by (used in) financing activities | 102,440 | 407,834 | |||||
Net change in cash and cash equivalents | 4,730 | (55,159) | |||||
Cash and cash equivalents, beginning of period | 0 | 131,861 | |||||
Cash and cash equivalents, end of period | $ 76,702 | 4,730 | $ 4,730 | $ 0 | 76,702 | $ 4,730 | |
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 1,276 | 24,598 | |||||
Taxes paid | 0 | 3,441 | |||||
Distribution receivable from unconsolidated entities | 245 | 0 | |||||
Reclassification of deferred offering costs to additional paid-in capital | 1,505 | 0 | |||||
Offering costs in due to affiliates | 771 | 736 | |||||
Real estate investment improvements and purchases of property and equipment in accounts payable and accrued expenses | 0 | 1,444 | |||||
Proceeds receivable from share sales | [1] | 1,097 | 2,781 | ||||
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 | 0 | 904,185 | |||||
Preferred securities issued in acquisition of property and equipment | 0 | 447,097 | |||||
Contingent consideration on acquisition | 4,100 | 0 | |||||
Deferred consideration on acquisition | 3,400 | 0 | |||||
Dividends declared but not paid | 114 | 3,341 | |||||
Common stock issued through distribution reinvestment plan | 20 | $ 5,966 | |||||
Predecessor | |||||||
Cash flows from operating activities: | |||||||
Net loss | (605) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 994 | ||||||
Amortization of deferred financing costs | 75 | ||||||
Change in fair value of contingent consideration | 0 | ||||||
Distributions from variable interest entities | 0 | ||||||
Equity in (earnings) losses of unconsolidated entities | 166 | ||||||
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 deposits | 0 | ||||||
Increase in restricted cash related to real estate improvements | (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 | ||||||
Mandatorily redeemable preferred securities redemptions | 0 | ||||||
Repayments of notes payable | 0 | ||||||
Distribution to members | (800) | ||||||
Affiliate financing advancement | 0 | ||||||
Proceeds from affiliate note payable used to fund acquisition deposit | 0 | ||||||
Repayment of affiliate note payable used to fund acquisition deposit | 0 | ||||||
Payment of deferred consideration payable | 0 | ||||||
Proceeds from mortgage note payable | 0 | ||||||
Payments of 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 and cash equivalents | (2,044) | ||||||
Cash and cash equivalents, beginning of period | $ 8,476 | 10,520 | $ 10,520 | ||||
Cash and cash equivalents, end of period | 8,476 | ||||||
Supplemental disclosure of cash flow information: | |||||||
Interest paid | 458 | ||||||
Taxes paid | 0 | ||||||
Distribution receivable from unconsolidated entities | 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 | [1] | 0 | |||||
Seller financing of real estate investments | 0 | ||||||
Seller financing of investment in unconsolidated entities | 0 | ||||||
Mortgage and mezzanine debt assumed on real estate investments | 0 | ||||||
Preferred securities issued in acquisition of property and equipment | 0 | ||||||
Contingent consideration on acquisition | 0 | ||||||
Deferred consideration on acquisition | 0 | ||||||
Dividends declared but not paid | 0 | ||||||
Common stock issued through distribution reinvestment plan | $ 0 | ||||||
[1] | The proceeds receivable from the sale of shares of common equity were received by the Company prior to the filing date of this Quarterly Report on Form 10-Q. |
Organization
Organization | 6 Months Ended |
Jun. 30, 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 intends to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes 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 June 30, 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 June 30, 2015 , the Company had 25.0 million shares of common stock outstanding and had received total gross proceeds of approximately $ 621.9 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 Advisors, LLC (the "Advisor") 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 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, American Realty Capital Hospitality Special Limited Partner, LLC (the "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 75 hotels and 12,255 rooms under management in 21 states and the District of Columbia. As of June 30, 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying condensed consolidated 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 inter-company 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 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 percentage 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 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 The preparation of the accompanying condensed consolidated 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 fair 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, and 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 under GAAP 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 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 debt service 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. The Company holds an interest in BSE/AH Blacksburg Hotel, LLC (the "HGI Blacksburg JV"), an entity that owns the assets of the Hilton Garden Inn Blacksburg, and an interest in TCA Block 7 Hotel, LLC (the "Westin Virginia Beach JV"), an entity that owns the assets of the Westin Virginia Beach. In the quarter ended June 30, 2015 , upon the acquisition of an additional equity interest in the HGI Blacksburg JV, the Company concluded that it was the primary beneficiary, with the power to direct activities that most significantly impact its economic performance, and therefore consolidated the entity in its condensed consolidated financial statements subsequent to the acquisition. (See Note 3 - Business Combinations). The Company has concluded it is not the primary beneficiary with the power to direct activities that most significantly impact economic performance of the Westin Virginia Beach JV, and has therefore not consolidated the entity. The Company has accounted for the entity under the equity method of accounting and included it in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. 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. Fair Value Measurements In accordance with ASC 820, Fair Value Measurement , 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. Advertising Costs Advertising costs for hotel operations are expensed as incurred, and are reflected in other property-level operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). Advertising expense was $3.8 million for the three months ended June 30, 2015 , and $0.1 million for the three months ended June 30, 2014 . Advertising expense was $5.3 million for the six months ended June 30, 2015 , and $ 0.2 million combined between the Predecessor and the Company for the six months ended June 30, 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 balance sheets, and are as follows (in thousands): June 30, 2015 December 31, 2014 Trade receivables $ 7,442 $ 1,388 Allowance for doubtful accounts (619 ) (45 ) Trade receivables, net of allowance $ 6,823 $ 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 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. The impact of the interest rate caps for the three and six month periods ended June 30, 2015 , to the condensed consolidated financial statements was immaterial. Recently Issued Accounting Pronouncements 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. In January, 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. In February, 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. In April 2015, the FASB proposed an accounting standards update for ASU 2014-09 for the deferral of the effective date of ASU 2014-09 Revenue from Contracts with Customers. This proposal defers the effective date of ASU 2014-09 from annual reporting periods beginning after December 15, 2016, back one year, to December 15, 2017 for all public business entities, certain not-for-profit entities, and certain employee benefit plans. Early application of ASU 2014-09 is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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 April, 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. In May 2015, the FASB issued ASU 2015-07 Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (a consensus of the Emerging Issues Task Force) (“ASU 2015-07”), which is for the removal of requirements to categorize all investments for which fair value is measured using net asset value per share and the removal of certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The reporting entity shall disclose the amount measured using the net asset value per share (or its equivalent) to permit reconciliation of the fair value of investments included in the fair value hierarchy to the line items presented in the statement of financial position. The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-07 is not expected to have a material effect on the Company’s consolidated financial statements. In May 2015, the FASB issued ASU 2015-08 Pushdown Accounting (“ASU 2015-08”), which was pursuant to the issuance of Staff Accounting Bulletin No. 115 related to Business Combinations and pushdown accounting. It is noted that within ASU 2015-08, SEC observer comments state that carrying over historical cost to record transfers between companies under common control or between a parent and its subsidiary are focused on transfers of net or long lived assets. Those views would not normally apply to recurring transactions for which valuation is not in question (such as routine transfers of inventory) in the separate financial statements of each entity. The recognition and measurement guidance for pushdown accounting 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 2015-08 is not expected to have a material effect on the Company’s consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 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 $1.800 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 3.29% , 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 3.46% . 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. Beginning in April 2015 , the Company became obligated 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. As of June 30, 2015 , the Company has redeemed $38.3 million of the Grace Preferred Equity Interests, resulting in $408.8 million of Grace Preferred Equity Interests outstanding. 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 $ 274,479 Buildings and improvements 1,391,506 Below-market lease obligation 2,605 Furniture, fixtures and equipment 127,935 Prepaid expenses and other assets 8,133 Accounts payable and accrued expenses (4,517 ) Total operating assets acquired, net 1,800,141 Financing of real estate investments (1,351,282 ) Total assets acquired, net $ 448,859 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 Grace Acquisition 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 June 30, 2015 Three Months Ended June 30, 2014 Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Revenues $ 133,490 $ 124,435 $ 252,228 $ 233,981 Net income (loss) $ 432 $ 4,142 $ (8,241 ) $ (5,608 ) 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 $3.8 million , a reduction in depreciation and amortization of $3.4 million and $10.3 million , and additional interest expense of $5.5 million and $16.4 million , for the six months ended June 30, 2015 and June 30, 2014 , respectively. Additionally, in the first quarter ended March 31, 2015 , there was an adjustment to reduce acquisition and transaction related costs for $37.3 million . Revenue and net income attributable to the Grace Portfolio included in our condensed consolidated statement of operations since the date of acquisition was $165.7 million and $1.6 million , respectively. HGI Blacksburg JV: On May 20, 2015 , the Company acquired an additional equity interest in the HGI Blacksburg JV, increasing its percentage ownership to 56.5% from 24.0% . As a result of this transaction, the Company concluded that it was the primary beneficiary, with the power to direct activities that most significantly impact economic performance of the HGI Blacksburg JV, and therefore consolidated the entity in its condensed consolidated financial statements subsequent to the acquisition. The purchase price of the additional equity interest was approximately $2.2 million, exclusive of closing costs. The joint venture asset holds one hotel, the Hilton Garden Inn Blacksburg. The impact of the acquisition on the consolidated financial statements was immaterial as of June 30, 2015 . Pending Acquisitions: In June 2015, the Company entered into a series of agreements to acquire an aggregate of 44 hotels from three different independent parties for an aggregate contract purchase price of $743.9 million (the "Pending Acquisitions"). The Company expects to complete the Pending Acquisitions in seven separate closings, which are scheduled to occur during the third quarter of 2015, the fourth quarter of 2015 and the first quarter of 2016. As of June 30, 2015, the Company has made $28.0 million in deposits with respect to the Pending Acquisitions. In July 2015, the Company made additional deposits of approximately $45.1 million with respect to the Pending Acquisitions. The remaining consideration due at the closing is expected to be funded by a combination of proceeds from the Company's ongoing offering and mortgage debt financing. (See Note - 13 Subsequent Events). |
Leases
Leases | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Leases | Leases In connection with its acquisitions the Company has assumed various lease agreements. These lease agreements primarily comprise one operating lease and nine ground leases. The following table summarizes the Company's future minimum rental commitments under these leases (in thousands). Minimum Rental Commitments Amortization of Below Market Lease Intangible to Rent Expense For the six months ended December 31, 2015 $ 2,593 $ 199 Year ended December 31, 2016 5,191 399 Year ended December 31, 2017 5,209 399 Year ended December 31, 2018 5,216 399 Year ended December 31, 2019 5,225 399 Thereafter 92,232 8,631 Total $ 115,666 $ 10,426 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 June 30, 2015 and June 30, 2014 , and the six months ended June 30, 2015 and June 30, 2014 , amortization of below-market lease intangibles, net, to rent expense was $0.1 million and $0.1 million , and $ 0.2 million and $0.1 million respectively. Rent expense for the three months ended June 30, 2015 and June 30, 2014 was $1.4 million and $1.1 million , respectively. Rent expense for the six months ended June 30, 2015 and June 30, 2014 was $2.6 million and $2.2 million , respectively. Included in the prior year period is rent expense recognized by the Predecessor. |
Mortgage Notes Payable
Mortgage Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable The Company’s mortgage notes payable as of June 30, 2015 and December 31, 2014 consist of the following, respectively (in thousands): Outstanding Mortgage Note Payable Encumbered Properties June 30, 2015 December 31, 2014 Interest Rate Payment Maturity Baltimore Courtyard & Providence Courtyard $ 45,500 $ 45,500 4.30% Interest Only, Principal paid at Maturity April 2019 Hilton Garden Inn Blacksburg Joint Venture $ 10,500 — 4.31% Interest Only, Principal paid at Maturity June 2020 Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio $ 801,920 — LIBOR plus 3.29% Interest Only, Principal paid at Maturity May 2016, subject to three, one year extension rights Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio $ 102,182 — 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 Total $ 1,187,102 $ 45,500 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 six months ended June 30, 2015 was $ 16.6 million . Interest expense related to the Company's mortgage notes payable for the three months ended June 30, 2015 was $ 11.8 million . Interest expense related to the mortgage note payable attributable to the Successor for the three months ended June 30, 2014 and for the period from March 21 to June 30, 2014 was $0.5 million and $0.6 million , respectively. Interest expense attributable to the Predecessor, for the period from January 1 to March 20, 2014 was $0.5 million . |
Promissory Notes Payable
Promissory Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Promissory Notes Payable | Promissory Notes Payable The Company’s promissory notes payable as of June 30, 2015 and December 31, 2014 were as follows (in thousands): Outstanding Promissory Notes Payable Note Payable and Use of Proceeds June 30, 2015 December 31, 2014 Interest Rate Payment Maturity Barceló promissory note for Barceló acquisition $ — $ 63,074 6.8 % Interest Only See below Property improvement plan promissory note $ — $ 1,775 4.5 % Interest Only March 2019 The Barceló Promissory Note, which had a maturity date of within 10 business days after the date the Company raised $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, matured and was repaid in full during the second quarter ended June 30, 2015. Also during the second quarter ended June 30, 2015 , the Company repaid in full the the Property Improvement Plan Promissory Note of $ 1.8 million . The Barceló Promissory Note was payable to BCC, and the Property Improvement Plan Promissory Note was payable to Crestline (see Note 11 - Related Party Transactions and Arrangements). Interest expense related to the Company's promissory notes payable for the three months ended June 30, 2015 and three months ended June 30, 2014 were $0.3 million and $1.1 million , respectively. Interest expense related to the Company's promissory notes payable for the six months ended June 30, 2015 and six months ended June 30, 2014 were $1.4 million and $1.2 million , respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 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): June 30, 2015 December 31, 2014 Trade accounts payable and accrued expenses $ 47,859 $ 7,412 Contingent consideration from Barceló Acquisition (see Note 10) 456 2,384 Deferred payment for Barceló Acquisition (see Note 10) — 3,471 Hotel accrued salaries and related liabilities 5,243 952 Total $ 53,558 $ 14,219 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company had 25,016,906 shares and 10,163,206 shares of common stock outstanding and had received total gross proceeds of $ 621.9 million and $252.9 million as of June 30, 2015 and December 31, 2014 , respectively. On February 3, 2014 , the Company's board of directors authorized, and the Company declared, distributions payable to stockholders of record each day during the applicable month 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. 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 315,215 shares issued under the DRIP as of June 30, 2015 and 63,998 shares issued under the DRIP as of December 31, 2014 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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): June 30, 2015 Carrying Amount Fair Value Mortgage notes payable $ 1,187,102 $ 1,210,154 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 carrying amount of the contingent consideration was remeasured to fair value as of June 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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. In the second quarter ended June 30, 2015 , the Company revised its forecast resulting in a decrease in the contingent consideration payable of $1.9 million . The reduction of the contingent consideration payable is reflected in other income in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six month periods ended June 30, 2015 . The contingent consideration payable as of June 30, 2015 is $0.5 million . Deferred Consideration Included as part of the acquisition of the Barceló Portfolio was deferred consideration payable to BCC of $3.5 million , which was payable within 10 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. In the second quarter ended June 30, 2015 , the Company repaid the deferred consideration payable of $3.5 million . |
Related Party Transactions and
Related Party Transactions and Arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements As of June 30, 2015 , the Special Limited Partner owned 8,888 shares of the Company’s outstanding common stock. Additionally, as of June 30, 2015 , AR Capital, LLC, the parent of the Sponsor owned 22,222 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 $3.2 million and $7.0 million as of June 30, 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 June 30, 2015 and 2014, the six months ended June 30, 2015 and 2014 , and the associated payable as of June 30, 2015 and December 31, 2014 , which is recorded in due to affiliates on the Company's condensed consolidated balance sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total commissions and fees incurred from the Dealer Manager $ 19,095 $ 1,727 $ 34,625 $ 1,837 $ 245 $ 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 June 30, 2015 , Offering and related costs (excluding selling commissions and dealer manager fees) exceeded 2.0% of gross proceeds received from the Offering by $4.8 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 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 June 30, 2015 , and the three months ended June 30, 2014 , the six months ended June 30, 2015 and the six months ended June 30, 2014 , and the associated amounts payable as of June 30, 2015 and December 31, 2014 , which is recorded in due to affiliates on the Company’s consolidated balance sheets (in thousands). Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total compensation and reimbursement for services provided by the Advisor and its affiliates related to the Offering $ 4,525 $ 541 $ 9,934 $ 1,111 $ 552 $ 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 in connection with the Company's total portfolio of investments and reinvestments exceed 4.5% with respect to the Company's total portfolio of investments 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 June 30, 2015 and three months ended June 30, 2014 , the six months ended June 30, 2015 and 2014 , and the associated payable as of June 30, 2015 and December 31, 2014 , which is recorded in due to affiliates on the Company's condensed consolidated balance sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Acquisition fees $ 81 $ — $ 29,011 $ 1,600 $ — $ — Financing coordination fees $ 44 $ — $ 11,879 $ 800 $ — $ — $ 125 $ — $ 40,890 $ 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 six months ended June 30, 2015 , and 198,897 Class B Units have been issued as of June 30, 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 or six months ended June 30, 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 table below shows the management fees and reimbursable expenses incurred by the Company from Crestline or the Property Manager (and not payable to a third party sub-property manager) during the three and six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total management fees and reimbursable expenses incurred from Crestline $ 2,221 $ 574 $ 3,934 $ 1,392 $ 599 $ 228 Total management fees incurred from Property Manager $ 2,112 $ 86 $ 2,949 $ 96 $ 1,728 $ 20 Total $ 4,333 $ 660 $ 6,883 $ 1,488 $ 2,327 $ 248 The Company paid Crestline interest on the Property Improvement Plan Promissory Note. In the second quarter ended June 30, 2015 , the Company repaid in full the Property Improvement Plan Promissory Note of $ 1.8 million (see Note 6 - Promissory Notes Payable). The table below shows the interest expense incurred by the Company during the three and six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 which is recorded in due to affiliates on the condensed consolidated balances sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Interest related to the property improvement plan promissory note $ 1 $ 20 $ 21 $ 23 $ — $ 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 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 June 30, 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 , and was paid in full as of June 30, 2015 . 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 six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Transaction fees and expenses $ — $ — $ — $ — $ — $ 4,645 Advisory and investment banking fee $ 115 $ 115 $ 230 $ 230 $ — $ — Total related party fees and reimbursements $ 115 $ 115 $ 230 $ 230 $ — $ 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 2015 and 2014 , respectively. Neither the Special Limited Partner nor any of its affiliates can earn both the subordinated 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 six months ended June 30, 2015 and 2014 , respectively. |
Economic Dependency
Economic Dependency | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2015 , and through August 1, 2015, the Company raised additional gross proceeds, including proceeds from shares issued under the DRIP, of $52.4 million , and issued common stock, including unvested restricted shares and shares issued under the DRIP, of 2.0 million . Pending Acquisitions In June 2015 , the Company entered into a series of agreements to acquire an aggregate of 44 hotels from three different independent parties for an aggregate contract purchase price of $743.9 million (the "Pending Acquisitions"). The Company expects to complete the Pending Acquisitions in seven separate closings, which are scheduled to occur during the third quarter of 2015 , the fourth quarter of 2015 and the first quarter of 2016 . As of June 30, 2015 , the Company has made approximately $28.0 million in deposits with respect to the Pending Acquisitions. In July 2015 , the Company made additional deposits of approximately $45.1 million with respect to the Pending Acquisitions. The remaining consideration due at the closing is expected to be funded by a combination of proceeds from the Company's ongoing offering and mortgage debt financing. Although the Company has entered into agreements relating to these acquisitions, there is no guarantee that the Company will be able to consummate the acquisition of any or all of the hotels in these portfolios. Summit Portfolio: On June 2, 2015 , the Company through a wholly owned subsidiary of its operating partnership, entered into two separate agreements to purchase the Summit Portfolio through fee simple interests in an aggregate portfolio of 26 hotels containing an aggregate of 2,793 guest rooms, from affiliates of Summit Hotel OP, LP, the operating partnership of Summit Hotel Properties, Inc. The 26 hotels are expected to be purchased in three separate closings which are scheduled to occur in the third quarter of 2015 ( 10 hotels), the fourth quarter of 2015 ( 10 hotels) and the first quarter of 2016 ( 6 hotels). The Company has certain rights to postpone each of the Summit Closings. The aggregate cash purchase price for the Summit Portfolio is approximately $351.4 million , subject to closing prorations and other adjustments. The acquisition of the hotels that are the subject of any particular closing are not conditioned on the acquisition of the other hotels at that closing, or any other closing. In addition, the Company has the right to terminate the applicable agreement with respect to a particular hotel under certain circumstances, including if there are title issues or material casualties or condemnations involving a particular hotel. As of June 30, 2015 , the Company had made deposits of $10.0 million with respect to the Summit Portfolio, and in July 2015 the Company made additional deposits of $25.1 million . The Company retains the right to terminate the Summit agreements and obtain a refund of all previously paid deposits if the aggregate estimated cost for the property improvement plans required by the franchisors exceeds an amount agreed to by the Company and the Summit sellers pursuant to the Summit agreements, and the Summit sellers do not elect to pay such excess. Wheelock Portfolio: On June 2, 2015 , the Company through a wholly owned subsidiary of its operating partnership, entered into an agreement to purchase the Wheelock Portfolio through fee simple interests in a portfolio of 5 hotels containing 565 guestrooms, from affiliates of Wheelock Real Estate Fund, L.P. The 5 hotels are expected to be purchased in the fourth quarter of 2015 . The Company has certain rights to postpone the closing of the Wheelock acquisition. The aggregate cash purchase price for the Wheelock Portfolio is approximately $92.5 million , subject to closing prorations and other adjustments. As of June 30, 2015 , the Company had made a deposit of $3.0 million with respect to the Wheelock Portfolio, and in July 2015 the Company made an additional deposit of $5.0 million . Noble Portfolio: On June 15, 2015 , the Company through a wholly owned subsidiary of its operating partnership, entered into 13 separate but substantially identical agreements to purchase the Noble Portfolio through fee simple interests in an aggregate portfolio of 13 hotels containing an aggregate of 1,913 guest rooms from affiliates of Noble Investment Group, LLC. The 13 hotels are expected to be purchased in three separate closings, two of which are scheduled to occur in the fourth quarter of 2015 ( 10 hotels), and the third of which is scheduled to occur in the first quarter of 2016 ( 3 hotels). The Company has certain rights to postpone the second and third Noble Closings. The aggregate cash purchase price for the Noble Portfolio is $300.0 million , subject to closing prorations and other adjustments. As of June 30, 2015 , the Company had made a deposit of $15.0 million with respect to the Noble Portfolio, and in July 2015 the Company made an additional deposit of $15.0 million . Deutsche Bank Financing Commitment In July 2015 , the Company entered into a commitment letter with Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. with respect to financing of the Pending Acquisitions (the "Pending Acquisitions Mortgage Debt"). Pursuant to the commitment letter, Deutsche Bank AG New York Branch provided its financing commitment for up to $450.0 million in term loans with a maturity of 3 years , with two one year extension options, secured by first mortgages over the fee interests in all 44 hotels in the Pending Acquisitions. This commitment is subject to conditions, including satisfactory completion of due diligence and the execution of definitive loan documentation, and there can be no assurance that the Company will be able to borrow the amount that it will require, that it will be able to enter into the Pending Acquisitions Mortgage Debt and that all, or any, of the advances thereunder will be funded. The Pending Acquisitions Mortgage Debt is expected to bear interest at a rate equal to 30-day LIBOR plus a spread of between 2.75% and 3.25% , depending on the aggregate debt yield and aggregate loan-to-value of the properties securing the term loans measured periodically. The Pending Acquisitions Mortgage Debt will be funded on a delayed draw basis in up to ten advances, which may be used to fund closing consideration required to complete the seven separate closings expected to occur pursuant to the terms of the Pending Acquisitions, or for general working capital purposes. Each advance is subject to customary funding conditions and there can be no assurance that all, or any, of the advances will be funded. The Pending Acquisitions Mortgage Debt is expected to include the following financial covenants: minimum debt service coverage ratio, minimum consolidated net worth and minimum consolidated liquidity. See Risk Factors — Lenders may require us to enter into restrictive covenants relating to our operations, including financial covenants, which could limit our ability to pay distributions to our stockholders. The Company expects to fund up to 65% of the purchase price of the Pending Acquisitions with proceeds from the Pending Acquisitions Mortgage Debt. Sponsor Transactions On August 6, 2015, AR Capital, LLC (“ARC”), the parent of the Company’s Sponsor, entered into a Transaction Agreement (the “Transaction Agreement”) with AMH Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“AMH”), and an affiliate of Apollo Global Management, LLC (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”), and a newly formed entity, AR Global Investments, LLC, a Delaware limited liability company (“AR Global”). The Transaction Agreement provides that ARC will transfer to AR Global substantially all of the assets of its ongoing asset management business (including equity interests in its subsidiaries). AMH will contribute money and other assets to AR Global. Following the consummation of the transaction contemplated by the Transaction Agreement, AMH will hold a 60% interest in AR Global and ARC will hold a 40% interest in AR Global. The business and affairs of AR Global will be overseen by a board of managers comprised of ten members, six of which will be appointed by AMH and four of which will be appointed by ARC. The Company’s Advisor is currently owned indirectly by ARC and following the transaction will be owned indirectly by AR Global. The Company's Property Manager will continue to be owned by ARC following the transaction. Also on August 6, 2015, RCS Capital Corporation (“RCS Capital”), the parent of the Company’s Dealer Manager and a company under common control with ARC, announced that it has entered into an agreement with an affiliate of Apollo to sell RCS Capital’s Wholesale Distribution division, including the Company’s Dealer Manager, and certain related entities (collectively, the "Transactions"). Upon completion of the transaction, the Company’s Dealer Manager will continue to operate as a stand-alone entity within AR Global. The current management team of the Company’s Dealer Manager, which is led by William E. Dwyer III, will continue to operate the day-to-day functions of the business. The Transactions are subject to customary closing conditions and are expected to close in 2015. Upon consummation of the Transactions, the Company’s Advisor, Dealer Manager, Property Manager and Sponsor are expected to continue to serve in their respective capacities to the Company. The Company’s independent directors unanimously endorsed the Transactions. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation/Combination and Basis of Presentation | Principles of Consolidation/Combination and Basis of Presentation The accompanying condensed consolidated 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 percentage 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 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 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 fair 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, and 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 under GAAP 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 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 debt service 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. The Company holds an interest in BSE/AH Blacksburg Hotel, LLC (the "HGI Blacksburg JV"), an entity that owns the assets of the Hilton Garden Inn Blacksburg, and an interest in TCA Block 7 Hotel, LLC (the "Westin Virginia Beach JV"), an entity that owns the assets of the Westin Virginia Beach. In the quarter ended June 30, 2015 , upon the acquisition of an additional equity interest in the HGI Blacksburg JV, the Company concluded that it was the primary beneficiary, with the power to direct activities that most significantly impact its economic performance, and therefore consolidated the entity in its condensed consolidated financial statements subsequent to the acquisition. (See Note 3 - Business Combinations). The Company has concluded it is not the primary beneficiary with the power to direct activities that most significantly impact economic performance of the Westin Virginia Beach JV, and has therefore not consolidated the entity. The Company has accounted for the entity under the equity method of accounting and included it in investments in unconsolidated entities in the accompanying condensed consolidated balance sheets. |
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 taxes. |
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. |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement , 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. |
Advertising Costs | Advertising Costs Advertising costs for hotel operations are expensed as incurred, and are reflected in other property-level operating expenses in the condensed consolidated statements of operations and comprehensive income (loss). |
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 revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level, none of which represent a reportable segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In 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. In January, 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. In February, 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. In April 2015, the FASB proposed an accounting standards update for ASU 2014-09 for the deferral of the effective date of ASU 2014-09 Revenue from Contracts with Customers. This proposal defers the effective date of ASU 2014-09 from annual reporting periods beginning after December 15, 2016, back one year, to December 15, 2017 for all public business entities, certain not-for-profit entities, and certain employee benefit plans. Early application of ASU 2014-09 is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. 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 April, 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. In May 2015, the FASB issued ASU 2015-07 Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (a consensus of the Emerging Issues Task Force) (“ASU 2015-07”), which is for the removal of requirements to categorize all investments for which fair value is measured using net asset value per share and the removal of certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The reporting entity shall disclose the amount measured using the net asset value per share (or its equivalent) to permit reconciliation of the fair value of investments included in the fair value hierarchy to the line items presented in the statement of financial position. The new standard is effective for the Company on January 1, 2016. Early application is permitted. The adoption of ASU 2015-07 is not expected to have a material effect on the Company’s consolidated financial statements. In May 2015, the FASB issued ASU 2015-08 Pushdown Accounting (“ASU 2015-08”), which was pursuant to the issuance of Staff Accounting Bulletin No. 115 related to Business Combinations and pushdown accounting. It is noted that within ASU 2015-08, SEC observer comments state that carrying over historical cost to record transfers between companies under common control or between a parent and its subsidiary are focused on transfers of net or long lived assets. Those views would not normally apply to recurring transactions for which valuation is not in question (such as routine transfers of inventory) in the separate financial statements of each entity. The recognition and measurement guidance for pushdown accounting 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 2015-08 is not expected to have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 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 balance sheets, and are as follows (in thousands): June 30, 2015 December 31, 2014 Trade receivables $ 7,442 $ 1,388 Allowance for doubtful accounts (619 ) (45 ) Trade receivables, net of allowance $ 6,823 $ 1,343 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 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 $ 274,479 Buildings and improvements 1,391,506 Below-market lease obligation 2,605 Furniture, fixtures and equipment 127,935 Prepaid expenses and other assets 8,133 Accounts payable and accrued expenses (4,517 ) Total operating assets acquired, net 1,800,141 Financing of real estate investments (1,351,282 ) Total assets acquired, net $ 448,859 |
Schedule of Pro Forma Financial Information | The following table below presents pro-forma financial information as if the Grace Acquisition 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 June 30, 2015 Three Months Ended June 30, 2014 Six Months Ended June 30, 2015 Six Months Ended June 30, 2014 Revenues $ 133,490 $ 124,435 $ 252,228 $ 233,981 Net income (loss) $ 432 $ 4,142 $ (8,241 ) $ (5,608 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Operating Leases | The following table summarizes the Company's future minimum rental commitments under these leases (in thousands). Minimum Rental Commitments Amortization of Below Market Lease Intangible to Rent Expense For the six months ended December 31, 2015 $ 2,593 $ 199 Year ended December 31, 2016 5,191 399 Year ended December 31, 2017 5,209 399 Year ended December 31, 2018 5,216 399 Year ended December 31, 2019 5,225 399 Thereafter 92,232 8,631 Total $ 115,666 $ 10,426 |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s mortgage notes payable as of June 30, 2015 and December 31, 2014 consist of the following, respectively (in thousands): Outstanding Mortgage Note Payable Encumbered Properties June 30, 2015 December 31, 2014 Interest Rate Payment Maturity Baltimore Courtyard & Providence Courtyard $ 45,500 $ 45,500 4.30% Interest Only, Principal paid at Maturity April 2019 Hilton Garden Inn Blacksburg Joint Venture $ 10,500 — 4.31% Interest Only, Principal paid at Maturity June 2020 Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio $ 801,920 — LIBOR plus 3.29% Interest Only, Principal paid at Maturity May 2016, subject to three, one year extension rights Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio $ 102,182 — 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 Total $ 1,187,102 $ 45,500 |
Promissory Notes Payable (Table
Promissory Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Promissory Notes | The Company’s promissory notes payable as of June 30, 2015 and December 31, 2014 were as follows (in thousands): Outstanding Promissory Notes Payable Note Payable and Use of Proceeds June 30, 2015 December 31, 2014 Interest Rate Payment Maturity Barceló promissory note for Barceló acquisition $ — $ 63,074 6.8 % Interest Only See below Property improvement plan promissory note $ — $ 1,775 4.5 % Interest Only March 2019 |
Accounts Payable and Accrued 26
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2015 December 31, 2014 Trade accounts payable and accrued expenses $ 47,859 $ 7,412 Contingent consideration from Barceló Acquisition (see Note 10) 456 2,384 Deferred payment for Barceló Acquisition (see Note 10) — 3,471 Hotel accrued salaries and related liabilities 5,243 952 Total $ 53,558 $ 14,219 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2015 Carrying Amount Fair Value Mortgage notes payable $ 1,187,102 $ 1,210,154 |
Related Party Transactions an28
Related Party Transactions and Arrangements (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Transaction fees and expenses $ — $ — $ — $ — $ — $ 4,645 Advisory and investment banking fee $ 115 $ 115 $ 230 $ 230 $ — $ — Total related party fees and reimbursements $ 115 $ 115 $ 230 $ 230 $ — $ 4,645 The table below shows the interest expense incurred by the Company during the three and six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 which is recorded in due to affiliates on the condensed consolidated balances sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Interest related to the property improvement plan promissory note $ 1 $ 20 $ 21 $ 23 $ — $ 20 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 June 30, 2015 and three months ended June 30, 2014 , the six months ended June 30, 2015 and 2014 , and the associated payable as of June 30, 2015 and December 31, 2014 , which is recorded in due to affiliates on the Company's condensed consolidated balance sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Acquisition fees $ 81 $ — $ 29,011 $ 1,600 $ — $ — Financing coordination fees $ 44 $ — $ 11,879 $ 800 $ — $ — $ 125 $ — $ 40,890 $ 2,400 $ — $ — The table below shows the management fees and reimbursable expenses incurred by the Company from Crestline or the Property Manager (and not payable to a third party sub-property manager) during the three and six months ended June 30, 2015 and 2014 , respectively, and the associated payable as of June 30, 2015 and December 31, 2014 (in thousands): Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total management fees and reimbursable expenses incurred from Crestline $ 2,221 $ 574 $ 3,934 $ 1,392 $ 599 $ 228 Total management fees incurred from Property Manager $ 2,112 $ 86 $ 2,949 $ 96 $ 1,728 $ 20 Total $ 4,333 $ 660 $ 6,883 $ 1,488 $ 2,327 $ 248 The table below shows the commissions and fees incurred from and payable to the Dealer Manager for the Offering during the three months ended June 30, 2015 and 2014, the six months ended June 30, 2015 and 2014 , and the associated payable as of June 30, 2015 and December 31, 2014 , which is recorded in due to affiliates on the Company's condensed consolidated balance sheets (in thousands): Three Months Ended Six Months Ended June 30, Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total commissions and fees incurred from the Dealer Manager $ 19,095 $ 1,727 $ 34,625 $ 1,837 $ 245 $ 153 Three Months Ended Six Months Ended Payable as of 2015 2014 2015 2014 June 30, 2015 December 31, 2014 Total compensation and reimbursement for services provided by the Advisor and its affiliates related to the Offering $ 4,525 $ 541 $ 9,934 $ 1,111 $ 552 $ 1,885 |
Organization - Narrative (Detai
Organization - Narrative (Details) | Feb. 03, 2014USD ($) | Jun. 30, 2015USD ($)hotel_roomstatehotel$ / sharesshares | Feb. 27, 2015hotel | Dec. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2014hotel | Jan. 07, 2014$ / sharesshares |
Class of Stock [Line Items] | ||||||
Number of properties owned | 122 | |||||
Shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 80,000,000 | |||
Par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Share price (in dollars per share) | $ / shares | $ 22.50 | |||||
Maximum sale amount of shares | $ | $ 2,000,000,000 | |||||
Subscriptions required to break escrow | $ | $ 2,000,000 | |||||
Common stock, outstanding (in shares) | shares | 25,016,906 | 10,163,206 | ||||
Cumulative proceeds from issuance of common stock, net | $ | $ 621,900,000 | $ 252,900,000 | ||||
Crestline Hotels and Resorts, LLC | ||||||
Class of Stock [Line Items] | ||||||
Number of states in which entity operates | state | 21 | |||||
Crestline Hotels and Resorts, LLC | United States | ||||||
Class of Stock [Line Items] | ||||||
Number of hotels managed by related party | 40 | |||||
Sub-Property Manager | United States | ||||||
Class of Stock [Line Items] | ||||||
Number of hotels managed by third-party | 82 | |||||
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 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Share price (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||
Distribution Reinvestment Plan | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized (in shares) | shares | 21,052,631 | |||||
Share price (in dollars per share) | $ / shares | $ 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) | shares | 90 | |||||
Crestline Hotels and Resorts, LLC | United States | ||||||
Class of Stock [Line Items] | ||||||
Number of hotels under management | 75 | |||||
Number of hotel rooms under management | hotel_room | 12,255 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Trade receivables | $ 7,442 | $ 1,388 |
Allowance for doubtful accounts | (619) | (45) |
Trade receivables, net of allowance | $ 6,823 | $ 1,343 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Narrative (Details) | Feb. 03, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) |
Summary of Significant Accounting Policies [Line Items] | |||||
Subscriptions required to break escrow | $ 2,000,000 | ||||
Advertising expense | $ 3,800,000 | $ 100,000 | $ 5,300,000 | $ 200,000 | |
Number of reportable segments | segment | 1 | ||||
Sales Revenue, Net | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Percentage of total consolidated/ combined revenues | 100.00% | ||||
Building | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 40 years | ||||
Land Improvements | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 15 years | ||||
Furniture and Fixtures | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Useful life | 5 years | ||||
Minimum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
period after which receivables are due | 30 days | ||||
Maximum | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
period after which receivables are due | 90 days |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) $ in Thousands | Feb. 27, 2015USD ($) |
Business Combinations [Abstract] | |
Land | $ 274,479 |
Buildings and improvements | 1,391,506 |
Below-market lease obligation | 2,605 |
Furniture, fixtures and equipment | 127,935 |
Prepaid expenses and other assets | 8,133 |
Accounts payable and accrued expenses | (4,517) |
Total assets acquired | 1,800,141 |
Financing of real estate investments | (1,351,282) |
Total assets acquired, net | $ 448,859 |
Business Combinations - Sched33
Business Combinations - Schedule of Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Combinations [Abstract] | ||||
Revenues | $ 133,490 | $ 124,435 | $ 252,228 | $ 233,981 |
Net income (loss) | $ 432 | $ 4,142 | $ (8,241) | $ (5,608) |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | May. 20, 2015USD ($)hotel | Feb. 27, 2015USD ($)hotelcompanyextension | Mar. 21, 2014USD ($) | Jul. 31, 2015USD ($) | Jun. 30, 2015USD ($)closing_transactionhotelIndependent_party | Jun. 30, 2015USD ($)hotel | Jun. 30, 2015USD ($)hotel | Jun. 30, 2014USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2014hotel |
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 1,800,141 | ||||||||||
Number of properties acquired | hotel | 122 | 122 | 122 | ||||||||
Business combination purchase price | $ 448,859 | ||||||||||
Mandatorily redeemable preferred securities | $ 408,810 | $ 408,810 | $ 408,810 | $ 0 | |||||||
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc. | (39,538) | ||||||||||
The Barcelo Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Aggregate purchase price | $ 110,100 | ||||||||||
Number of properties acquired | hotel | 6 | ||||||||||
The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of properties acquired | hotel | 116 | ||||||||||
Business combination purchase price | $ 1,808,000 | ||||||||||
Purchase price after adjustments | 1,800,000 | ||||||||||
Payments to acquire businesses | 220,700 | ||||||||||
Business combination consideration, liabilities incurred | 904,200 | ||||||||||
Proceeds from issuance of long term debt | $ 227,000 | ||||||||||
Number of newly formed limited liability companies | company | 2 | ||||||||||
Business acquisitions, transaction costs | $ 37,300 | ||||||||||
Revenues | 165,700 | ||||||||||
Net income (loss) attributable to American Realty Capital Hospitality Trust, Inc. | $ 1,600 | ||||||||||
The Grace Acquisition | Pro Forma | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Management fees | 1,200 | $ 3,800 | |||||||||
Depreciation and amortization | 3,400 | 10,300 | |||||||||
Interest expense | $ 5,500 | $ 16,400 | |||||||||
HGI Blacksburg JV | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of properties acquired | hotel | 1 | ||||||||||
Business combination purchase price | $ 2,200 | ||||||||||
Ownership interest (percent) | 56.50% | ||||||||||
Ownership interest prior to acquisition (percent) | 24.00% | ||||||||||
Pending Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of properties acquired | hotel | 44 | 44 | 44 | ||||||||
Business combination purchase price | $ 743,900 | ||||||||||
Payments to acquire businesses | $ 28,000 | ||||||||||
Number of independent parties | Independent_party | 3 | ||||||||||
Number of closing transactions | closing_transaction | 7 | ||||||||||
Pending Acquisitions | Subsequent Event | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses | $ 45,100 | ||||||||||
London Interbank Offered Rate (LIBOR) | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Basis spread on variable rate | 3.46% | ||||||||||
Secured Debt | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of properties under loan | hotel | 20 | ||||||||||
Secured Debt | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Basis spread on variable rate | 3.29% | ||||||||||
Mezzanine Mortgage | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of one-year extensions | extension | 3 | ||||||||||
Mezzanine Mortgage | 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 | ||||||||||
Mezzanine Mortgage | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Fair value of loans payable | $ 101,900 | ||||||||||
Mezzanine Mortgage | Secured Debt | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of properties under loan | hotel | 96 | ||||||||||
One Year Extension Rate Interest Rate Option One | Secured Debt | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Basis spread on variable rate | 6.00% | ||||||||||
One Year Extension Rate Interest Rate Option Two | Secured Debt | London Interbank Offered Rate (LIBOR) | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Basis spread on variable rate | 6.25% | ||||||||||
Redeemable Preferred Stock | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from issuance of preferred limited partners units | $ 447,100 | ||||||||||
Preferred stock, percent of equity offering proceeds to redeem preferred equity interests at par | 35.00% | ||||||||||
Preferred stock, maximum equity offering proceeds used to redeem preferred equity interests at par | $ 350,000 | ||||||||||
Preferred stock, period for maximum equity offering proceeds used to redeem preferred equity interests at par | 12 months | ||||||||||
Mandatorily redeemable preferred securities redemptions | (38,300) | ||||||||||
Mandatorily redeemable preferred securities | $ 408,800 | $ 408,800 | $ 408,800 | ||||||||
Preferred stock, percent of preferred equity interests required to be redeemed at the end of the third year | 50.00% | ||||||||||
Preferred stock, percent of preferred equity interests required to be redeemed at the end of the fourth year | 100.00% | ||||||||||
Minimum | Redeemable Preferred Stock | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Preferred stock dividend rate (percent) | 7.50% | ||||||||||
Maximum | Redeemable Preferred Stock | The Grace Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Preferred stock dividend rate (percent) | 8.00% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($)lease | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)lease | Jun. 30, 2014USD ($) | |
Leases [Abstract] | ||||
Number of operating leases | 1 | 1 | ||
Number of ground leases | 9 | 9 | ||
Amortization of below-market lease intangibles, net, to rent expense | $ | $ 0.1 | $ 0.2 | $ 0.1 | |
Rent expense | $ | $ 1.4 | $ 1.1 | $ 2.6 | $ 2.2 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Minimum Rental Commitments | |
For the six months ended December 31, 2015 | $ 2,593 |
Year ended December 31, 2016 | 5,191 |
Year ended December 31, 2017 | 5,209 |
Year ended December 31, 2018 | 5,216 |
Year ended December 31, 2019 | 5,225 |
Thereafter | 92,232 |
Total | 115,666 |
Amortization of Below Market Lease Intangible to Rent Expense | |
For the six months ended December 31, 2015 | 199 |
Year ended December 31, 2016 | 399 |
Year ended December 31, 2017 | 399 |
Year ended December 31, 2018 | 399 |
Year ended December 31, 2019 | 399 |
Thereafter | 8,631 |
Total | $ 10,426 |
Mortgage Notes Payable (Details
Mortgage Notes Payable (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015USD ($)extension | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 1,187,102 | $ 45,500 |
Baltimore Courtyard & Providence Courtyard | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 45,500 | 45,500 |
Interest rate (percent) | 4.30% | |
Hilton Garden Inn Blacksburg Joint Venture | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 10,500 | 0 |
Interest rate (percent) | 4.31% | |
Assumed Grace Mortgage Loan - 96 properties in Grace Portfolio | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 801,920 | 0 |
Number of extension rights | extension | 3 | |
Extension right (years) | 1 year | |
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 | 3.29% | |
Assumed Grace Mezzanine Loan - 96 properties in Grace Portfolio | Mortgage notes payable | ||
Debt Instrument [Line Items] | ||
Mortgage notes payable | $ 102,182 | 0 |
Number of extension rights | extension | 3 | |
Extension right (years) | 1 year | |
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% | |
Number of extension rights | extension | 1 | |
Extension right (years) | 1 year | |
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 - Narrat
Mortgage Notes Payable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 20, 2014 | Jun. 30, 2015 | |
Successor | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 23,483 | $ 2,243 | $ 2,031 | $ 33,643 | |
Predecessor | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 531 | ||||
Mortgage notes payable | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 11,800 | $ 16,600 | |||
Mortgage notes payable | Successor | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 600 | $ 500 | |||
Mortgage notes payable | Predecessor | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 500 |
Promissory Notes Payable - Narr
Promissory Notes Payable - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 27, 2015 | |
Promissory notes payable | |||||
Debt Instrument [Line Items] | |||||
Interest expense | $ 300,000 | $ 1,100,000 | $ 1,400,000 | $ 1,200,000 | |
Promissory notes payable | Barceló promissory note for Barceló acquisition | |||||
Debt Instrument [Line Items] | |||||
Term of debt (years) | 10 days | ||||
Promissory notes payable | Property improvement plan promissory note | |||||
Debt Instrument [Line Items] | |||||
Property Improvement Plan Promissory Note repayment | $ 1,800,000 | ||||
The Grace Acquisition | |||||
Debt Instrument [Line Items] | |||||
Minimum equity raised from offering for contingent consideration | $ 70,000,000 | $ 70,000,000 | $ 70,000,000 |
Promissory Notes Payable - Sche
Promissory Notes Payable - Schedule of Promissory Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Promissory notes payable | $ 0 | $ 64,849 |
Promissory notes payable | Barceló promissory note for Barceló acquisition | ||
Debt Instrument [Line Items] | ||
Promissory notes payable | $ 0 | 63,074 |
Interest rate (percent) | 6.80% | |
Promissory notes payable | Property improvement plan promissory note | ||
Debt Instrument [Line Items] | ||
Promissory notes payable | $ 0 | $ 1,775 |
Interest rate (percent) | 4.50% |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Trade accounts payable and accrued expenses | $ 47,859 | $ 7,412 |
Contingent consideration from Barceló Acquisition (see Note 10) | 456 | 2,384 |
Deferred payment for Barceló Acquisition (see Note 10) | 0 | 3,471 |
Hotel accrued salaries and related liabilities | 5,243 | 952 |
Accounts Payable and Accrued Liabilities | $ 53,558 | $ 14,219 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 03, 2014 | Jun. 30, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||
Common stock, outstanding (in shares) | 25,016,906 | 10,163,206 | |
Cumulative proceeds from issuance of common stock, net | $ 621.9 | $ 252.9 | |
Dividends declared per day (in dollars per share) | $ 0.00465753425 | ||
Dividends declared per year (in dollars per share) | $ 1.70 | ||
Share price (in dollars per share) | $ 22.50 | ||
Common stock, issued (in shares) | 25,016,906 | 10,163,206 | |
Distribution Reinvestment Plan | |||
Class of Stock [Line Items] | |||
Common stock, issued (in shares) | 315,215 | 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
Fair Value Measurements - Fair Value, by Balance Sheet Grouping (Details) - Mortgage notes payable - Successor - Level 3 $ in Thousands | Jun. 30, 2015USD ($) |
Carrying Amount | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | $ 1,187,102 |
Fair Value | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items] | |
Debt, fair value | $ 1,210,154 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | Mar. 21, 2014 | Jun. 30, 2015 | Feb. 27, 2015 |
The Barcelo Acquisition | |||
Other Commitments [Line Items] | |||
Increase (decrease) in fair value of contingent consideration | $ (1,900,000) | ||
Contingent consideration payable | 500,000 | ||
Deferred consideration payable | $ 3,500,000 | ||
Deferred consideration payable due date | 10 days | ||
The Grace Acquisition | |||
Other Commitments [Line Items] | |||
Deferred consideration payable | 3,500,000 | ||
Minimum equity raised from offering for contingent consideration | $ 70,000,000 | $ 70,000,000 |
Related Party Transactions an45
Related Party Transactions and Arrangements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Liability for initial public offering costs (percent) | 2.00% | 2.00% |
Common stock, outstanding (in shares) | 25,016,906 | 10,163,206 |
Due to affiliates | $ 3,159 | $ 7,011 |
Special Limited Partner | ||
Related Party Transaction [Line Items] | ||
Common stock, outstanding (in shares) | 8,888 | |
Affiliated Entity | AR Capital LLC | ||
Related Party Transaction [Line Items] | ||
Common stock, outstanding (in shares) | 22,222 |
Related Party Transactions an46
Related Party Transactions and Arrangements - Fees Paid in Connection with the Offering (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||
Due to affiliates | $ 3,159 | $ 3,159 | $ 7,011 | ||
Liability for initial public offering costs (percent) | 2.00% | 2.00% | |||
Offering and related costs in excess of gross proceeds form the offering limit | $ 4,800 | $ 4,800 | $ 2,400 | ||
Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Sales commissions earned by related party (percent) | 7.00% | 7.00% | |||
Gross proceeds from the sales of common stock, before allowances (percent) | 3.00% | 3.00% | |||
Brokerage fees earned by related party (percent) | 2.50% | 2.50% | |||
Fees incurred with the offering | $ 115 | $ 115 | $ 230 | $ 230 | |
Due to affiliates | $ 0 | $ 0 | 4,645 | ||
Participating Broker Dealers | |||||
Related Party Transaction [Line Items] | |||||
Sales commissions earned by related party (percent) | 7.50% | 7.50% | |||
Brokerage fees earned by related party (percent) | 1.00% | 1.00% | |||
Commissions and Brokerage Fees | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred with the offering | $ 19,095 | 1,727 | $ 34,625 | 1,837 | |
Due to affiliates | 245 | 245 | 153 | ||
Compensation and Reimbursement for Services | Advisor and Affiliates | |||||
Related Party Transaction [Line Items] | |||||
Fees incurred with the offering | 4,525 | $ 541 | 9,934 | $ 1,111 | |
Due to affiliates | $ 552 | $ 552 | $ 1,885 |
Related Party Transactions an47
Related Party Transactions and Arrangements - Fees Paid in Connection With the Operations of the Company (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Due to affiliates | $ 3,159 | $ 3,159 | $ 7,011 | |||
Quarterly asset management fee earned (percent) | 0.1875% | 0.1875% | ||||
Share price (in dollars per share) | $ 22.50 | $ 22.50 | ||||
Units issued (shares) | 25,016,906 | 25,016,906 | 10,163,206 | |||
Common Class B | ||||||
Related Party Transaction [Line Items] | ||||||
Cumulative capital investment return (percent) | 6.00% | 6.00% | ||||
Units issued (shares) | 198,897 | 198,897 | ||||
Successor | ||||||
Related Party Transaction [Line Items] | ||||||
Property Improvement Plan Promissory Note repayment | $ 3,700 | $ 0 | ||||
Property improvement plan promissory note | Promissory notes payable | ||||||
Related Party Transaction [Line Items] | ||||||
Property Improvement Plan Promissory Note repayment | $ 1,800 | |||||
Advisor | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 125 | $ 0 | 40,890 | $ 2,400 | ||
Due to affiliates | 0 | 0 | $ 0 | |||
Advisor | Acquisition fees | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 81 | 0 | 29,011 | 1,600 | ||
Due to affiliates | 0 | 0 | 0 | |||
Advisor | Financing coordination fees | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 44 | 0 | 11,879 | 800 | ||
Due to affiliates | 0 | 0 | 0 | |||
Property Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 4,333 | 660 | 6,883 | 1,488 | ||
Due to affiliates | $ 2,327 | $ 2,327 | 248 | |||
Cumulative capital investment return (percent) | 8.50% | 8.50% | ||||
Property management fee (percent) | 4.00% | |||||
Annual Incentive Fee, Percent | 15.00% | |||||
Property Manager | Interest Related to the Property Improvementt Plan Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | $ 1 | 20 | $ 21 | 23 | ||
Due to affiliates | 0 | 0 | 20 | |||
Property Manager | Total management fees and reimbursable expenses incurred from Crestline | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 2,221 | 574 | 3,934 | 1,392 | ||
Due to affiliates | 599 | 599 | 228 | |||
Property Manager | Total Management Fees Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 2,112 | 86 | 2,949 | 96 | ||
Due to affiliates | 1,728 | 1,728 | 20 | |||
Dealer Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 115 | 115 | 230 | 230 | ||
Due to affiliates | 0 | 0 | 4,645 | |||
Dealer Manager | Strategic Advisory Services and Investment Banking Services Contract | ||||||
Related Party Transaction [Line Items] | ||||||
Amount of agreement | 900 | |||||
Dealer Manager | Strategic Financial Advice and Assistance with Grace Acquisition | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | $ 4,500 | |||||
Related party rate | 0.25% | |||||
Dealer Manager | Transaction fees and expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 0 | 0 | 0 | 0 | ||
Due to affiliates | 0 | 0 | $ 4,645 | |||
Dealer Manager | Advisory and investment banking fee | ||||||
Related Party Transaction [Line Items] | ||||||
Fees incurred with the offering | 115 | $ 115 | 230 | $ 230 | ||
Due to affiliates | $ 0 | $ 0 | 0 | |||
Affiliated Entity | Transaction Management Services In Connection with Grace Acquisition | ||||||
Related Party Transaction [Line Items] | ||||||
Business acquisitions, transaction costs | $ 800 | |||||
ARC Realty Finance Advisors, LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Real estate acquisition fee | 1.50% | 1.50% | ||||
Real estate acquisition fee reimbursement maximum (percent) | 0.10% | 0.10% | ||||
Real estate acquisition fee acquisition cost reimbursement aggregate (percent) | 1.90% | 1.90% | ||||
Real estate acquisition fee acquisition maximum (percent) | 4.50% | 4.50% | ||||
Annual asset management fee lower of cost of assets or net asset value (percent) | 0.75% | 0.75% | ||||
Reimbursement costs for administrative services maximum of operating expenses (percent) | 2.00% | 2.00% | ||||
Reimbursement costs for administrative services maximum of net income (percent) | 25.00% | 25.00% |
Related Party Transactions an48
Related Party Transactions and Arrangements - Fees Paid in Connection with the Liquidation or Listing of the Company’s Real Estate Assets (Details) | Jun. 30, 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% |
ARC Realty Finance Advisors, LLC | Brokerage Commission Fees | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 2.00% |
ARC Realty Finance Advisors, LLC | Brokerage Fee Commission for Third Party | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 50.00% |
ARC Realty Finance Advisors, LLC | Real Estate Commissions | |
Related Party Transaction [Line Items] | |
Real estate commission earned by related party (percent) | 6.00% |
Special Limited Partner | |
Related Party Transaction [Line Items] | |
Subordinated incentive listing distribution (percent) | 15.00% |
Special Limited Partner | Annual Targeted Investor Return | |
Related Party Transaction [Line Items] | |
Cumulative capital investment return (percent) | 6.00% |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) shares in Millions | Jun. 15, 2015USD ($)hotel_roomclosing_transactionhotel | Jun. 02, 2015USD ($)hotel_roomclosing_transactionhotelagreement | Feb. 27, 2015USD ($) | Aug. 01, 2015USD ($)shares | Jul. 31, 2015USD ($)extension | Jun. 30, 2015USD ($)closing_transactionhotelIndependent_party | Mar. 31, 2016hotel | Dec. 31, 2015closing_transactionhotel | Sep. 30, 2015hotel | Jun. 30, 2015USD ($)hotel | Aug. 06, 2015 |
Subsequent Event [Line Items] | |||||||||||
Common stock issued through Distribution Reinvestment Plan | $ 5,968,000 | ||||||||||
Number of properties acquired | hotel | 122 | 122 | |||||||||
Business combination purchase price | $ 448,859,000 | ||||||||||
Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock issued through Distribution Reinvestment Plan | $ 52,400,000 | ||||||||||
Common stock issued through Distribution Reinvestment Plan (in shares) | shares | 2 | ||||||||||
Subsequent Event | Transaction Agreement | AMH Holdings (Cayman), L.P. | |||||||||||
Subsequent Event [Line Items] | |||||||||||
AMH interest in AR Global (percent) | 60.00% | ||||||||||
Subsequent Event | Affiliated Entity | Transaction Agreement | AR Capital LLC | |||||||||||
Subsequent Event [Line Items] | |||||||||||
ARC interest in AR Global (percent) | 40.00% | ||||||||||
Subsequent Event | Secured Debt | Pending Acquisitions Mortgage Debt | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Amount of loan | $ 450,000,000 | ||||||||||
Term of debt (years) | 3 years | ||||||||||
Number of one-year extensions | extension | 2 | ||||||||||
Subsequent Event | Secured Debt | Minimum | Pending Acquisitions Mortgage Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable rate | 2.75% | ||||||||||
Subsequent Event | Secured Debt | Maximum | Pending Acquisitions Mortgage Debt | London Interbank Offered Rate (LIBOR) | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Basis spread on variable rate | 3.25% | ||||||||||
Pending Acquisitions | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of properties acquired | hotel | 44 | 44 | |||||||||
Number of independent parties | Independent_party | 3 | ||||||||||
Business combination purchase price | $ 743,900,000 | ||||||||||
Number of closing transactions | closing_transaction | 7 | ||||||||||
Deposits to acquire businesses | $ 28,000,000 | ||||||||||
Percent of acquisition funded by Mortgage Debt (percent) | 65.00% | ||||||||||
Pending Acquisitions | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits to acquire businesses | $ 45,100,000 | ||||||||||
Summit Portfolio | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of properties acquired | hotel | 26 | ||||||||||
Business combination purchase price | $ 351,400,000 | ||||||||||
Number of guest rooms acquired | hotel_room | 2,793 | ||||||||||
Number of agreements | agreement | 2 | ||||||||||
Number of closing transactions | closing_transaction | 3 | ||||||||||
Deposits to acquire businesses | 10,000,000 | ||||||||||
Summit Portfolio | Scenario, Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of real estate properties acquired | hotel | 6 | 10 | 10 | ||||||||
Summit Portfolio | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits to acquire businesses | 25,100,000 | ||||||||||
Wheelock Portfolio | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of properties acquired | hotel | 5 | ||||||||||
Business combination purchase price | $ 92,500,000 | ||||||||||
Number of guest rooms acquired | hotel_room | 565 | ||||||||||
Deposits to acquire businesses | $ 3,000,000 | ||||||||||
Wheelock Portfolio | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits to acquire businesses | 5,000,000 | ||||||||||
Noble Portfolio | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of properties acquired | hotel | 13 | ||||||||||
Business combination purchase price | $ 300,000,000 | ||||||||||
Number of guest rooms acquired | hotel_room | 1,913 | ||||||||||
Number of closing transactions | closing_transaction | 3 | ||||||||||
Deposits to acquire businesses | $ 15,000,000 | ||||||||||
Noble Portfolio | Scenario, Forecast | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of closing transactions | closing_transaction | 2 | ||||||||||
Number of real estate properties acquired | hotel | 3 | 10 | |||||||||
Noble Portfolio | Subsequent Event | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Deposits to acquire businesses | $ 15,000,000 |