Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Central Index Key | '0001430259 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Registrant Name | 'Carey Watermark Investors Incorporated | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Common Stock, Shares Outstanding | ' | 59,461,093 |
Entity Filer Category | 'Non-accelerated Filer | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Investments in real estate: | ' | ' |
Hotels, at Cost | $628,563 | $142,765 |
Accumulated depreciation | -11,519 | -1,392 |
Net investments in hotels | 617,044 | 141,373 |
Equity investments in real estate | 15,855 | 45,148 |
Net investments in real estate | 632,899 | 186,521 |
Cash | 241,311 | 30,729 |
Due from affiliates | 9 | 398 |
Accounts receivable | 4,760 | 626 |
Restricted cash | 13,988 | 6,272 |
Other assets | 25,539 | 5,212 |
Total assets | 918,506 | 229,758 |
Liabilities: | ' | ' |
Non-recourse debt | 393,747 | 88,762 |
Accounts payable, accrued expenses and other liabilities | 21,421 | 5,050 |
Due to affiliates | 2,073 | 847 |
Distributions payable | 6,297 | 1,717 |
Total liabilities | 423,538 | 96,376 |
Commitments and contingencies (Note 9) | ' | ' |
CWI stockholders' equity | ' | ' |
Common stock $0.001 par value; 300,000,000 shares authorized; 58,962,957 and 16,334,464 shares issued, respectively; and 58,907,812 and 16,299,940 shares outstanding, respectively | 59 | 16 |
Additional paid-in capital | 520,337 | 142,645 |
Distributions in excess of accumulated losses | -37,061 | -9,166 |
Accumulated other comprehensive loss | -584 | -299 |
Less, treasury stock at cost, 55,145 and 34,524 shares, respectively | -524 | -331 |
Total CWI stockholders' equity | 482,227 | 132,865 |
Noncontrolling interests | 12,741 | 517 |
Total equity | 494,968 | 133,382 |
Total liabilities and equity | $918,506 | $229,758 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Consolidated Balance Sheets | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 58,962,957 | 16,334,464 |
Common stock, shares outstanding | 58,907,812 | 16,299,940 |
Treasury stock, shares | 55,145 | 34,524 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Hotel Revenues | ' | ' | ' | ' |
Rooms | $29,882 | $3,869 | $56,067 | $4,627 |
Food and beverage | 7,597 | 1,357 | 11,480 | 1,398 |
Other hotel income | 3,535 | 642 | 5,781 | 689 |
Total Hotel Revenues | 41,014 | 5,868 | 73,328 | 6,714 |
Other real estate income | 0 | 0 | 0 | 64 |
Total Revenues | 41,014 | 5,868 | 73,328 | 6,778 |
Hotel Expenses | ' | ' | ' | ' |
Rooms | 6,680 | 1,069 | 12,665 | 1,255 |
Food and beverage | 5,593 | 1,093 | 8,470 | 1,097 |
Other hotel operating expenses | 2,016 | 391 | 3,093 | 428 |
General and administrative | 3,219 | 546 | 5,941 | 604 |
Sales and marketing | 3,592 | 497 | 7,058 | 593 |
Repairs and maintenance | 1,409 | 282 | 2,664 | 316 |
Utilities | 1,399 | 334 | 2,538 | 373 |
Management fees | 796 | 93 | 1,506 | 103 |
Property taxes, insurance and rent | 1,974 | 275 | 3,630 | 313 |
Depreciation and amortization | 5,376 | 536 | 10,155 | 621 |
Total Hotel Expenses | 32,054 | 5,116 | 57,720 | 5,703 |
Other Operating Expense | ' | ' | ' | ' |
Acquisition-related expenses | 5,384 | 995 | 17,250 | 2,826 |
Management expenses | 280 | 170 | 803 | 479 |
Corporate general and adminstrative expenses | 1,339 | 505 | 3,186 | 1,188 |
Asset management fees to affiliate | 833 | 171 | 1,783 | 358 |
Total Other Operating Expenses | 7,836 | 1,841 | 23,022 | 4,851 |
Operating Income (Loss) | 1,124 | -1,089 | -7,414 | -3,776 |
Other Income and (Expenses) | ' | ' | ' | ' |
Net income from equity investments in real estate | 117 | 928 | 599 | 1,345 |
Other income | 0 | 220 | 0 | 85 |
Bargain purchase gain | 0 | 3,809 | 0 | 3,809 |
Interest expense | -4,355 | -484 | -8,190 | -559 |
Other (Expenses) and Income, Total | -4,238 | 4,473 | -7,591 | 4,680 |
(Loss) Income From Operations Before Income Taxes | -3,114 | 3,384 | -15,005 | 904 |
Provision for income taxes | -392 | -174 | -939 | -256 |
Net (Loss) Income | -3,506 | 3,210 | -15,944 | 648 |
Net loss attributable to noncontrolling interests | 451 | 535 | 529 | 872 |
Net (Loss) Income Attributable to CWI Stockholders | ($3,055) | $3,745 | ($15,415) | $1,520 |
Basic and Diluted (Loss) Earnings Per Share | ($0.06) | $0.37 | ($0.46) | $0.19 |
Basic and Diluted Weighted Average Shares Outstanding | 50,836,335 | 10,142,451 | 33,793,892 | 7,813,713 |
Distributions Declared Per Share | $0.15 | $0.15 | $0.45 | $0.40 |
Consolidated_Statement_of_Comp
Consolidated Statement of Comprehensive (Loss) Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Net (Loss) Income | ($3,506) | $3,210 | ($15,944) | $648 |
Other Comprehensive Income (Loss) | ' | ' | ' | ' |
Other comprehensive loss before reclassifications - derivative instruments | -1,925 | -43 | -962 | -40 |
Comprehensive (loss) income | -5,111 | 3,173 | -16,368 | 615 |
Amounts Attributable to Noncontrolling Interests | ' | ' | ' | ' |
Net loss attributable to noncontrolling interests | 451 | 535 | 529 | 872 |
Change in unrealized loss on derivatives | 139 | 0 | 139 | 0 |
Comprehensive income attributable to noncontrolling interest | 590 | 535 | 668 | 872 |
Comprehensive (Loss) Income Attributable to CWI Stockholders | -4,521 | 3,708 | -15,700 | 1,487 |
Interest expense | ' | ' | ' | ' |
Other Comprehensive Income (Loss) | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | 272 | 6 | 490 | 7 |
Net income from equity investments | ' | ' | ' | ' |
Other Comprehensive Income (Loss) | ' | ' | ' | ' |
Amounts reclassified from accumulated other comprehensive loss | $48 | $0 | $48 | $0 |
Consolidated_Statement_of_Equi
Consolidated Statement of Equity (Unaudited) (USD $) | Total | Common Stock | Additional Paid In Capital | Distributions In Excess Of Accumulated Losses | Accumulated Other Comprehensive Loss | Treasury Stock | Total CWI Stockholders | Noncontrolling Interest |
In Thousands, except Share data, unless otherwise specified | ||||||||
Beginning equity balance, value at Dec. 31, 2011 | $40,544 | $5 | $42,596 | ($2,057) | ' | ' | $40,544 | ' |
Beginning equity balance, shares at Dec. 31, 2011 | ' | 4,791,523 | ' | ' | ' | ' | ' | ' |
Connsolidated Statement of Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net (Loss) Income | -3,842 | ' | ' | -2,723 | ' | ' | -2,723 | -1,119 |
Shares issued, net of offering costs, shares | ' | 11,439,591 | ' | ' | ' | ' | ' | ' |
Shares issued net of offering costs, value | 99,345 | 11 | 99,334 | ' | ' | ' | 99,345 | ' |
Shares issued under share incentive plans - share | ' | 7,688 | ' | ' | ' | ' | ' | ' |
Shares issued under share incentive plans - value | 186 | ' | 186 | ' | ' | ' | 186 | ' |
Shares issued to affiliates - shares | ' | 49,010 | ' | ' | ' | ' | ' | ' |
Shares issued to affiliates - value | 490 | ' | 490 | ' | ' | ' | 490 | ' |
Contributions from noncontrolling interests | 1,636 | ' | ' | ' | ' | ' | ' | 1,636 |
Share based payments, shares | ' | 4,000 | ' | ' | ' | ' | ' | ' |
Share based payments, value | 39 | ' | 39 | ' | ' | ' | 39 | ' |
Stock dividends, shares | ' | 42,652 | ' | ' | ' | ' | ' | ' |
Distributions declared, value | -4,386 | ' | ' | -4,386 | ' | ' | -4,386 | ' |
Other Comprehensive Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' |
Change in unrealized loss on derivative instruments | -299 | ' | ' | ' | -299 | ' | -299 | ' |
Repurchase of shares, shares | ' | -34,524 | ' | ' | ' | ' | ' | ' |
Repurchase of shares, value | -331 | ' | ' | ' | ' | -331 | -331 | ' |
Ending equity balance, value at Dec. 31, 2012 | 133,382 | 16 | 142,645 | -9,166 | -299 | -331 | 132,865 | 517 |
Ending equity balance, shares at Dec. 31, 2012 | 16,299,940 | 16,299,940 | ' | ' | ' | ' | ' | ' |
Connsolidated Statement of Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net (Loss) Income | -15,944 | ' | ' | -15,415 | ' | ' | -15,415 | -529 |
Shares issued, net of offering costs, shares | ' | 42,299,928 | ' | ' | ' | ' | ' | ' |
Shares issued net of offering costs, value | 376,026 | 42 | 375,984 | ' | ' | ' | 376,026 | ' |
Shares issued under share incentive plans - share | ' | 8,469 | ' | ' | ' | ' | ' | ' |
Shares issued under share incentive plans - value | 86 | ' | 86 | ' | ' | ' | 86 | ' |
Shares issued to affiliates - shares | ' | 158,182 | ' | ' | ' | ' | ' | ' |
Shares issued to affiliates - value | 1,583 | 1 | 1,582 | ' | ' | ' | 1,583 | ' |
Contributions from noncontrolling interests | 12,892 | ' | ' | ' | ' | ' | ' | 12,892 |
Share based payments, shares | ' | 4,000 | ' | ' | ' | ' | ' | ' |
Share based payments, value | 40 | ' | 40 | ' | ' | ' | 40 | ' |
Stock dividends, shares | ' | 157,914 | ' | ' | ' | ' | ' | ' |
Distributions declared, value | -12,480 | ' | ' | -12,480 | ' | ' | -12,480 | ' |
Other Comprehensive Income (Loss) | ' | ' | ' | ' | ' | ' | ' | ' |
Change in unrealized loss on derivative instruments | -424 | ' | ' | ' | -285 | ' | -285 | -139 |
Repurchase of shares, shares | ' | -20,621 | ' | ' | ' | ' | ' | ' |
Repurchase of shares, value | -193 | ' | ' | ' | ' | -193 | -193 | ' |
Ending equity balance, value at Sep. 30, 2013 | $494,968 | $59 | $520,337 | ($37,061) | ($584) | ($524) | $482,227 | $12,741 |
Ending equity balance, shares at Sep. 30, 2013 | 58,907,812 | 58,907,812 | ' | ' | ' | ' | ' | ' |
Consolidated_Statement_of_Equi1
Consolidated Statement of Equity (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Statement of Stockholders Equity | ' | ' | ' |
Basic and diluted distributions declared per share | $0.15 | ' | $0.45 |
Stock dividends issued (per share) | $0.08 | ' | $0.08 |
Stock dividends declared but not issued | 125,876 | 34,270 | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flow (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash Flows - Operating Activities | ' | ' |
Net (Loss) Income | ($15,944) | $648 |
Adjustments to net loss: | ' | ' |
Depreciation and amortization | 10,174 | 621 |
Loss from equity investments in real estate in excess of distributions received | 741 | 172 |
Asset management fees payable to affiliate in shares | 1,783 | 358 |
Amortization of deferred financing costs and prepaid franchise fees and other | 538 | 80 |
Unrealized loss on derivative | ' | 135 |
Amortization of share incentive plans | 126 | 173 |
Bargain purchase gain | 0 | -3,809 |
Increase in due to affiliate | 1,382 | 753 |
Net changes in other operating assets and liabilities | 926 | 142 |
Net Cash (Used in) Provided by Operating Activities | -274 | -727 |
Cash Flows - Investing Activities | ' | ' |
Distributions received from equity investments in excess of equity income | 28,221 | 473 |
Acquisitions of hotels | -482,743 | -29,176 |
Capital expenditures | -9,060 | -377 |
Funds placed in escrow | -19,386 | -5,575 |
Funds released from escrow | 11,077 | 0 |
Net Cash (Used in) Provided By Investing Activities | -471,891 | -34,655 |
Cash Flows - Financing Activities | ' | ' |
Proceeds from mortgage financing | 305,241 | 18,931 |
Proceeds from issuance of shares, net of offering costs | 376,431 | 54,376 |
Contributions from noncontrolling interest | 12,892 | 200 |
Distributions paid | -7,900 | -1,889 |
Deferred financing costs | -3,363 | -689 |
Repayment of mortgage financing | -324 | -2,000 |
Withholding on restricted stock units | -46 | -19 |
Purchase of treasury stock | -184 | -18 |
Net Cash Provided by Financing Activities | 682,747 | 68,892 |
Change in Cash During the Period | ' | ' |
Net increase in cash | 210,582 | 33,510 |
Cash, beginning of period | 30,729 | 8,031 |
Cash, end of period | 241,311 | 41,541 |
Noncash Investing and Financing Activities | ' | ' |
Non-cash investing activities - accrued capital expenditures | 1,538 | 114 |
Noncash financing activities - offering costs paid by the advisor, advance proceeds held in escrow | -405 | 648 |
Noncash financing activities - distributions declared (Note 1) | 6,297 | 1,222 |
Non-cash financing activities - issuance of noncontrolling interest | 0 | 1,436 |
Asset management fees settled in shares | $1,583 | $296 |
Statement_of_Cash_Flows_Supple
Statement of Cash Flows Supplemental Data | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Supplemental Cash Flow Information | ' | ||||||||
Cash Flow Supplemental Disclosures Text Block | ' | ||||||||
Non-cash Investing and Financing Activities | |||||||||
Non-cash investing activities - change in accrued capital expenditures | $ | 1,538 | $ | 114 | |||||
Non-cash financing activities - offering costs paid by the advisor, advance proceeds held in escrow | $ | -405 | $ | 648 | |||||
Non-cash financing activities - distributions declared (Note 1) | $ | 6,297 | $ | 1,222 | |||||
Non-cash financing activities - issuance of noncontrolling interest | $ | - | $ | 1,436 | |||||
Non-cash financing activities - asset management fees settled in shares (Note 3) | $ | 1,583 | $ | 296 | |||||
__________ | |||||||||
(a) Reflects a revised cash flow statement for the nine months ended September 30, 2012, as further discussed in Note 2. | |||||||||
See Notes to Consolidated Financial Statements. |
Business
Business | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Business and Basis of Presentation | ' | ||||||||||||||
Business | ' | ||||||||||||||
Note 1. Business | |||||||||||||||
Organization | |||||||||||||||
Carey Watermark Investors Incorporated (together with its consolidated subsidiaries, “CWI”, “we”, “us”, or “our”) is a publicly owned, non-listed real estate investment trust (“REIT”) formed as a Maryland corporation in March 2008 for the purpose of acquiring, owning, disposing of and, through our advisor, managing and seeking to enhance the value of, interests in lodging and lodging related properties primarily in the United States (“U.S.”). We conduct substantially all of our investment activities and own all of our assets through CWI OP, LP, (our “Operating Partnership”). We are a general partner and a limited partner and own a 99.985% capital interest in the Operating Partnership. Carey Watermark Holdings, LLC (“Carey Watermark Holdings”), which is owned indirectly by W. P. Carey Inc. (“W. P. Carey”) and Watermark Capital Partners, LLC (“Watermark Capital Partners”), holds a 0.015% special general partner interest in the Operating Partnership. | |||||||||||||||
We are managed by our advisor, Carey Lodging Advisors, LLC, an indirect subsidiary of W. P. Carey. Our advisor manages our overall portfolio, including providing oversight and strategic guidance to the independent hotel operators that manage our hotels. Our subadvisor, CWA, LLC, a subsidiary of Watermark Capital Partners, provides services to the advisor primarily relating to acquiring, managing, financing and disposing of our hotels and overseeing the independent operators that manage the day-to-day operations of our hotels. In addition, the subadvisor provides us with the services of our chief executive officer during the term of the subadvisory agreement, subject to the approval of our independent directors. | |||||||||||||||
The following table sets forth certain information for each of the hotels that we consolidate in our financial statements (our “Consolidated Hotels”), as further discussed in Note 4, and the hotels that we record as equity investments in our financial statements (our “Unconsolidated Hotels”), as further discussed in Note 5, at September 30, 2013. | |||||||||||||||
(Dollars in thousands) | |||||||||||||||
Hotel | State | Number of Rooms | % Owned | Our Investment (a) | Acquisition Date | Hotel Type | |||||||||
Consolidated Hotels | |||||||||||||||
Hampton Inn Boston Braintree | Massachusetts | 103 | 100% | $ | 12,500 | May 31, 2012 | Select-service | ||||||||
Hilton Garden Inn New Orleans French Quarter/CBD | Louisiana | 155 | 88% | 16,176 | 8-Jun-12 | Select-service | |||||||||
Lake Arrowhead Resort and Spa (b) | California | 173 | 97% | 24,039 | 9-Jul-12 | Full-service | |||||||||
Courtyard San Diego Mission Valley | California | 317 | 100% | 85,000 | December 6, 2012 | Select-service | |||||||||
Hilton Southeast Portfolio: | |||||||||||||||
Hampton Inn Atlanta Downtown | Georgia | 119 | 100% | 18,000 | February 14, 2013 | Select-service | |||||||||
Hampton Inn Frisco Legacy Park | Texas | 105 | 100% | 16,100 | February 14, 2013 | Select-service | |||||||||
Hampton Inn Memphis Beale Street | Tennessee | 144 | 100% | 30,000 | February 14, 2013 | Select-service | |||||||||
Hampton Inn Birmingham Colonnade | Alabama | 133 | 100% | 15,500 | February 14, 2013 | Select-service | |||||||||
Hilton Garden Inn Baton Rouge Airport | Louisiana | 131 | 100% | 15,000 | February 14, 2013 | Select-service | |||||||||
Courtyard Pittsburgh Shadyside | Pennsylvania | 132 | 100% | 29,900 | March 12, 2013 | Select-service | |||||||||
Hutton Hotel Nashville | Tennessee | 247 | 100% | 73,600 | 29-May-13 | Full-service | |||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | New York | 226 | 100% | 113,000 | 6-Jun-13 | Full-service | |||||||||
Fairmont Sonoma Mission Inn & Spa | California | 226 | 75% | 76,647 | 10-Jul-13 | Full-service | |||||||||
Marriott Raleigh City Center | North Carolina | 400 | 100% | 82,193 | 13-Aug-13 | Full-service | |||||||||
2,611 | $ | 607,655 | |||||||||||||
Unconsolidated Hotels | |||||||||||||||
Hyatt New Orleans French Quarter | Louisiana | 254 | 80% | $ | 13,000 | September 6, 2011 | Full-service | ||||||||
Westin Atlanta Perimeter North | Georgia | 372 | 57% | 13,170 | October 3, 2012 | Full-service | |||||||||
626 | $ | 26,170 | |||||||||||||
____________ | |||||||||||||||
For our Consolidated Hotels, amount represents the fair value of net assets acquired less the fair market value of amounts attributable to noncontrolling interests, exclusive of acquisition expenses and any debt assumed, at time of acquisition. For Unconsolidated Hotels, amount represents purchase price plus capitalized costs, inclusive of fees paid to the advisor, at the time of acquisition. | |||||||||||||||
This property became a member of the Autograph Collection, a collection of upper-upscale and luxury independent hotels sponsored by Marriott International, Inc. (“Marriott”), on September 30, 2013. | |||||||||||||||
In addition, on October 23, 2013, we acquired a 100% interest in another Consolidated Hotel, the Hawks Cay Resort, a full service hotel located on Duck Key, Florida, for $133.8 million (Note 11). | |||||||||||||||
Public Offering | |||||||||||||||
In our initial public offering, which ran from September 15, 2011 through September 15, 2013, we raised $582.4 million, inclusive of reinvested distributions through our distribution reinvestment plan (“DRIP”). Our initial public offering was offered on a “best efforts” basis by Carey Financial, LLC (“Carey Financial”), an affiliate of the advisor, and other selected dealers. We intend to invest the remaining net proceeds of our initial public offering in a portfolio of interests in lodging and lodging related properties. | |||||||||||||||
As discussed in further detail in Note 11, on October 25, 2013, we filed a registration statement with the SEC for a possible continuous public offering of up to an additional $350.0 million of our common stock, which we refer to as the “follow-on offering.” | |||||||||||||||
Distributions | |||||||||||||||
Our third quarter 2013 declared daily distribution was $0.0016304 per share, comprised of $0.0013587 per day payable in cash and $0.0002717 per day payable in shares of our common stock, which equated to $0.6000 per share on an annualized basis and was paid on October 15, 2013 to stockholders of record on each day during the third quarter. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Business and Basis of Presentation | ' | |||||||||||||||||||||
Basis of Presentation | ' | |||||||||||||||||||||
Note 2. Basis of Presentation | ||||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||||
Our interim consolidated financial statements have been prepared, without audit, in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of our consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the U.S. (“GAAP”). | ||||||||||||||||||||||
In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of results of operations, financial position and cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2012, which are included in our 2012 Annual Report, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year. | ||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net assets or net loss for the periods presented. | ||||||||||||||||||||||
For purposes of determining the weighted-average number of shares of common stock outstanding, amounts for the three and nine months ended September 30, 2013 and 2012 have been adjusted to treat stock distributions declared and effective through November 12, 2013 as if they were outstanding as of January 1, 2012. | ||||||||||||||||||||||
Basis of Consolidation | ||||||||||||||||||||||
Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||||||||
When we obtain an economic interest in an entity, we evaluate the entity to determine if it is a variable interest entity (“VIE”) and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We performed an analysis of all of our subsidiary entities to determine whether they qualify as VIEs and whether they should be consolidated or accounted for as equity investments in an unconsolidated venture. As a result of our assessment, we have concluded that none of our subsidiaries is a VIE. All our subsidiaries are either consolidated or accounted for as equity investments under the voting interest entity model. | ||||||||||||||||||||||
We account for the capital interest held by Carey Watermark Holdings in the Operating Partnership as a noncontrolling interest. Based on the terms of the Operating Partnership agreement and that the initial investors are not yet earning their minimal return, the non-controlling interest representing Carey Watermark Holding's interest in the Operating Partnership has absorbed the operating losses to the extent of its original investment, and accordingly, no losses were allocated to Carey Watermark Holdings during the three and nine months ended September 30, 2013 or 2012. | ||||||||||||||||||||||
Revision of Previously Issued Financial Statements | ||||||||||||||||||||||
Our advisor earns an annual asset management fee as described in Note 3. Beginning in the first quarter of 2012, we settled all asset management fees in shares of our common stock, rather than in cash, at the election of the advisor. In connection with the preparation of our financial statements for the nine months ended September 30, 2013, we identified an error in the cash flow statement that was the result of not adjusting operating cash flow for the full amount of such noncash asset management fees included in net income and instead including such noncash asset management fees as a source of financing cash flow for that same amount. We assessed the materiality of this error on prior periods' financial statements in accordance with Accounting Standards Codification 250 and the SEC's Staff Accounting Bulletin No. 99, “Materiality” and concluded that the impact of the error is not material to any previously issued financial statements. We have properly reflected these transactions in our Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and therefore, in order to present consistent information to the users of our financial statements, we have revised the cash flow statement for the period ended September 30, 2012. The table below illustrates the effect of the error correction on all previously issued financial statements. In addition, we have added supplemental disclosures of these noncash financing activities. The error impacted cash flow used in operating activities and cash flows provided by financing activities, and did not affect our consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of equity, cash flows used in investing activities, or cash balances for any reporting periods. | ||||||||||||||||||||||
Net Cash (Used in) Provided by Operating Activities | Net Cash Provided by (Used in) Financing Activities | |||||||||||||||||||||
As Reported | Adjustment | As Revised | As Reported | Adjustment | As Revised | |||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||
Six months ended June 30, 2013 | $ | -6,116 | $ | 673 | $ | -5,443 | $ | 388,748 | $ | -673 | $ | 388,075 | ||||||||||
Three months ended March 31, 2013 | -319 | 275 | -44 | 144,894 | -275 | 144,619 | ||||||||||||||||
Year ended December 31, 2012 | -5,850 | 412 | -5,438 | 163,253 | -412 | 162,841 | ||||||||||||||||
Nine months ended September 30, 2012 | -987 | 260 | -727 | 69,152 | -260 | 68,892 | ||||||||||||||||
Six months ended June 30, 2012 | -470 | 119 | -351 | 49,499 | -119 | 49,380 | ||||||||||||||||
Non-cash financing activities: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | Year Ended | |||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2012 | ||||||||||||||||
Asset management fees settled in shares | $ | 329 | $ | 55 | $ | 805 | $ | 143 | $ | 1,583 | $ | 296 | $ | 490 | ||||||||
Recent Accounting Requirements | ||||||||||||||||||||||
The following Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”) are applicable to us as indicated: | ||||||||||||||||||||||
ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities — In January 2013, the FASB issued an update to ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting or similar arrangement. These amendments did not have a significant impact on our financial position or results of operations and are applicable to us for our interim and annual reports beginning in 2013 and has been applied retrospectively. | ||||||||||||||||||||||
ASU 2013-02, Other Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income — In February 2013, the FASB issued ASU 2013-02 requiring entities to disclose additional information about items reclassified out of accumulated other comprehensive income. This ASU impacts the form of our disclosures only, is applicable to us for our interim and annual reports beginning in 2013, and has been applied retrospectively. The related additional disclosures are located in the consolidated statements of comprehensive loss. | ||||||||||||||||||||||
ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, a Consensus of the FASB Emerging Issues Task Force — In July 2013, the FASB issued ASU 2013-10, which permits the Fed Funds Effective Swap Rate, also referred to as the “Overnight Index Swap Rate,” to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the U.S. government and London Interbank Offered Rate (“LIBOR”) swap rate. The update also removes the restriction on the use of different benchmark rates for similar hedges. This ASU will be applicable to us for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Through the date of this Report, we have not entered into any transactions to which this ASU applies. |
Agreements_and_Transactions_wi
Agreements and Transactions with Related Parties | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Agreements And Transactions With Related Parties | ' | |||||||||||
Related Party Transactions Disclosure | ' | |||||||||||
Note 3. Agreements and Transactions with Related Parties | ||||||||||||
Agreements with the Advisor and Subadvisor | ||||||||||||
We have an advisory agreement with the advisor to perform certain services for us, including managing the offering and our overall business, identification, evaluation, negotiation, purchase and disposition of lodging related properties and the performance of certain administrative duties. The agreement that is currently in effect was recently renewed for an additional year pursuant to its terms effective September 30, 2013. The advisor has entered into a subadvisory agreement with the subadvisor, whereby the subadvisor provides certain personnel services to us and the advisor pays 20% of its fees earned under the advisory agreement to the subadvisor. | ||||||||||||
The following tables present a summary of fees we paid and expenses we reimbursed to the advisor, subadvisor and other affiliates in accordance with the terms of those agreements (in thousands): | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Amounts Included in the Consolidated Statements of Operations: | ||||||||||||
Acquisition fees | $ | 4,072 | $ | 634 | $ | 12,427 | $ | 1,505 | ||||
Asset management fees | 833 | 171 | 1,783 | 358 | ||||||||
Loan refinancing fee | - | - | - | 37 | ||||||||
Personnel reimbursements | 342 | 175 | 974 | 563 | ||||||||
$ | 5,247 | $ | 980 | $ | 15,184 | $ | 2,463 | |||||
Other Transaction Fees Incurred: | ||||||||||||
Selling commissions and dealer manager fees | $ | 20,139 | $ | 2,397 | $ | 40,444 | $ | 5,753 | ||||
Offering costs | 2,080 | 517 | 6,247 | 1,236 | ||||||||
$ | 22,219 | $ | 2,914 | $ | 46,691 | $ | 6,989 | |||||
September 30, 2013 | 31-Dec-12 | |||||||||||
Amounts Due to Affiliates: | ||||||||||||
Organization and offering costs due to the advisor | $ | 220 | $ | 473 | ||||||||
Excess operating expense advances due back to the advisor | 386 | - | ||||||||||
Other amounts due to the advisor | 800 | 280 | ||||||||||
Due to joint venture partners | 667 | - | ||||||||||
Other | - | 94 | ||||||||||
$ | 2,073 | $ | 847 | |||||||||
Amounts Due from Affiliates: | ||||||||||||
Due from joint venture partners | $ | - | $ | 368 | ||||||||
Other | 9 | 30 | ||||||||||
$ | 9 | $ | 398 | |||||||||
Acquisition Fees | ||||||||||||
The advisor receives acquisition fees of 2.5% of the total investment cost of the properties acquired, including on our proportionate share of equity method investments, and loans originated by us, not to exceed 6% of the aggregate contract purchase price of all investments and loans. We expense acquisition-related costs and fees on acquisitions deemed to be business combinations and capitalize those costs on acquisitions deemed to be equity investments. | ||||||||||||
Asset Management Fees and Loan Refinancing Fees | ||||||||||||
We pay the advisor an annual asset management fee equal to 0.5% of the aggregate average invested value of our investments. The advisor is also entitled to receive disposition fees of up to 1.5% of the contract sales price of a property, and a loan refinancing fee of up to 1% of a refinanced loan, if certain conditions described in the advisory agreement are met. We paid all asset management fees for the three and nine months ended September 30, 2013 and 2012 in shares of our common stock, rather than in cash, at the election of the advisor. At September 30, 2013, the advisor owned 231,245 shares (0.39%) of our outstanding common stock. | ||||||||||||
Personnel Reimbursements | ||||||||||||
Pursuant to the subadvisory agreement, we reimburse the advisor, who subsequently reimburses the subadvisor, for personnel costs and other charges. We have also granted restricted stock units (“RSUs”) to employees of the subadvisor pursuant to our 2010 Equity Incentive Plan. The subadvisor provides us with the services of Michael G. Medzigian, our chief executive officer, during the term of the subadvisory agreement, subject to the approval of our Board of Directors. Such personnel reimbursements are included in Management expenses and Corporate general and administrative expenses in our consolidated financial statements. | ||||||||||||
Selling Commissions and Dealer Manager Fees | ||||||||||||
We had a dealer manager agreement with Carey Financial in connection with the initial public offering, whereby Carey Financial received a selling commission of $0.70 per share sold and a dealer manager fee of $0.30 per share sold, a portion of which was re-allowed to selected broker dealers. These amounts are recorded in Additional paid-in capital in the consolidated balance sheets and consolidated statements of equity. | ||||||||||||
Organization and Offering Costs | ||||||||||||
Pursuant to the advisory agreement, we are obligated to reimburse the advisor for all organization and offering costs incurred in connection with our initial public offering, up to a maximum amount (excluding selling commissions and the dealer manager fee described above) of 2% of the gross proceeds of our offering and the DRIP. From inception through the termination of our initial public offering on September 15, 2013, the advisor has incurred organization and offering costs on our behalf of approximately $9.4 million, all of which we are obligated to reimburse. At September 30, 2013, $0.2 million was included in Due to affiliates on our consolidated balance sheet for these costs. | ||||||||||||
Excess Operating Expenses Due from Advisor | ||||||||||||
Pursuant to the advisory agreement (with quoted variables defined in the advisory agreement), the advisor is obligated to reimburse us for “operating expenses” to the extent that these expenses exceed the greater of 2% of “average invested assets” or 25% of our “adjusted net income.” Repayment of this reimbursement is subject to approval by our Board of Directors. At September 30, 2013, we had a payable of $0.4 million recorded in our consolidated balance sheet, which represented the amount incurred by the advisor for operating expenses that exceeded the 2% threshold for the 12-month period ended December 31, 2012 as we currently expect our 2013 operating expenses to be sufficiently below the 2%/25% threshold for us to repay the advisor with regard to this amount, upon approval by our Board of Directors. For the 12-month period ended September 30, 2013, our operating expenses were below the 2%/25% threshold. | ||||||||||||
Available Cash Distributions | ||||||||||||
Carey Watermark Holdings' special general partner interest in the Operating Partnership entitles it to receive distributions of 10% of Available Cash, as defined in the agreement of limited partnership of the Operating Partnership, generated by the Operating Partnership, subject to certain limitations. In addition, in the event of the dissolution of the Operating Partnership, Carey Watermark Holdings will be entitled to receive distributions of up to 15% of net proceeds, provided certain return thresholds are met for the initial investors in the Operating Partnership. To date, there have been no distributions of Available Cash by the Operating Partnership. | ||||||||||||
Other Amounts Due to the Advisor | ||||||||||||
Other amounts due to the advisor represent asset management fees payable and reimbursable expenses. | ||||||||||||
Due to Joint Venture Partners | ||||||||||||
This balance is primarily comprised of amounts due from consolidated joint ventures to our joint venture partners. | ||||||||||||
Other | ||||||||||||
Other is primarily comprised of amounts due to Carey Financial, representing selling commissions and dealer manager fees, and amounts due to Carey REIT II, Inc., a subsidiary of W. P. Carey, representing directors' fees paid on our behalf. | ||||||||||||
Other Transactions with Affiliates | ||||||||||||
In January 2013, our Board of Directors and the board of directors of W. P. Carey approved loans to us of up to $50.0 million in the aggregate, at a rate of LIBOR plus 2.0%, which is equal to the rate at which W. P. Carey currently borrows funds, under its existing credit facility, for the purpose of facilitating acquisitions approved by our investment committee that we might not otherwise have sufficient available funds to complete. Any such loans may be made solely at the discretion of the management of W. P. Carey. Through the date of this Report, no such loans have been made pursuant to these approvals; however, W. P. Carey has provided similar loans to us in the past, all of which were repaid on or prior to their maturity dates. |
Net_Investment_in_Hotels
Net Investment in Hotels | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Net Investment in Hotels | ' | ||||||||||||||||||
Net Investment in Hotels | ' | ||||||||||||||||||
Note 4. Net Investment in Hotels | |||||||||||||||||||
Net Investment in Hotels | |||||||||||||||||||
Net investment in hotels is summarized as follows (in thousands): | |||||||||||||||||||
September 30, 2013 | 31-Dec-12 | ||||||||||||||||||
Buildings | $ | 479,605 | $ | 106,885 | |||||||||||||||
Building and site improvements | 8,140 | 2,570 | |||||||||||||||||
Land | 98,650 | 23,555 | |||||||||||||||||
Furniture, fixtures and equipment | 38,218 | 8,170 | |||||||||||||||||
Construction in progress | 3,950 | 1,585 | |||||||||||||||||
Hotels, at cost | 628,563 | 142,765 | |||||||||||||||||
Less: Accumulated depreciation | -11,519 | -1,392 | |||||||||||||||||
Net investments in hotels | $ | 617,044 | $ | 141,373 | |||||||||||||||
Acquisitions | |||||||||||||||||||
Hilton Southeast Portfolio | |||||||||||||||||||
On February 14, 2013, we acquired five select-service hotels within the Hilton Worldwide (“Hilton”) portfolio of brands from entities managed by Fairwood Capital, LLC, an unaffiliated third-party, for $94.6 million (the “Hilton Southeast Portfolio”). The Hilton Southeast Portfolio consists of the 144-room Hampton Inn Memphis Beale Street in Tennessee, the 119-room Hampton Inn Atlanta Downtown in Georgia, the 133-room Hampton Inn Birmingham Colonnade in Alabama, the 105-room Hampton Inn Frisco Legacy Park in Texas and the 131-room Hilton Garden Inn Baton Rouge Airport in Louisiana. The Hampton Inn Memphis Beale Street, the Hampton Inn Atlanta Downtown and the Hampton Inn Birmingham Colonnade are managed by Crescent Hotels & Resorts. The Hampton Inn Frisco Legacy Park and Hilton Garden Inn Baton Rouge Airport hotels are managed by HRI Lodging Inc. Crescent Hotels & Resorts and HRI Lodging Inc. are unaffiliated third parties. In connection with this acquisition, we expensed acquisition costs of $3.7 million, including acquisition fees of $2.6 million paid to the advisor. As part of our franchise agreement with Hilton, we are required to make renovations up to $3.2 million at these hotels. These renovations are currently expected to be completed by the second quarter of 2014 (Note 9). We obtained five individual mortgage loans totaling $64.5 million, which do not contain cross-default provisions, upon acquisition of these hotels (Note 8). | |||||||||||||||||||
Courtyard Pittsburgh Shadyside | |||||||||||||||||||
On March 12, 2013, we acquired the Courtyard by Marriott Pittsburgh Shadyside (“Courtyard Pittsburgh Shadyside”) from Moody National CY Shadyside S, LLC, an unaffiliated third party, for $29.9 million. The 132-room select-service hotel is located in the Shadyside neighborhood of Pittsburgh, Pennsylvania. The hotel is managed by Concord Hospitality Enterprises Company, an unaffiliated third party. In connection with this acquisition, we expensed acquisition costs of $1.8 million, including acquisition fees of $0.9 million paid to the advisor. In addition, as part of our franchise agreement with Marriott, we are required to make renovations to the hotel totaling approximately $1.9 million. These renovations are currently expected to be completed by early 2014 (Note 9). We obtained a mortgage loan on the property of up to $21.0 million upon acquisition, of which $19.1 million was funded at closing; the remaining $1.9 million will be available through renovation draws (Note 8). | |||||||||||||||||||
Hutton Hotel Nashville | |||||||||||||||||||
On May 29, 2013, we acquired the Hutton Hotel (“Hutton Hotel Nashville”) from a joint venture between Lubert-Adler and Amerimar Enterprises, Inc., unaffiliated third parties, for $73.6 million. The 247-room full-service, independent hotel is located in the West End neighborhood of Nashville, Tennessee. The hotel is managed by Amerimar Hutton Management Co., LLC, an affiliate of Amerimar Enterprises, Inc. In connection with this acquisition, we expensed acquisition costs of $2.2 million, including acquisition fees of $1.9 million paid to the advisor. On June 25, 2013, we obtained a mortgage loan on the property of $44.0 million (Note 8). | |||||||||||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | |||||||||||||||||||
On June 6, 2013, we acquired the Holiday Inn Manhattan 6th Avenue (“Holiday Inn Manhattan 6th Avenue Chelsea”) from Magna Hospitality Group, L.C. and Greenfield Partners, unaffiliated third parties, for $113.0 million. The 226-room full-service hotel is located in the Chelsea neighborhood of New York, New York. The hotel is managed by MHG-26, LLC, an affiliate of Magna Hospitality. In connection with this acquisition, we expensed acquisition costs of $3.7 million, including acquisition fees of $3.0 million paid to the advisor. In addition, as part of our franchise agreement with Holiday Inn, we are required to make renovations to the hotel totaling approximately $2.5 million. These renovations are currently expected to be completed by the second quarter of 2014 (Note 9). We obtained a mortgage loan on the property of $80.0 million upon acquisition (Note 8). | |||||||||||||||||||
Fairmont Sonoma Mission Inn & Spa | |||||||||||||||||||
On July 10, 2013, we acquired a 75% interest in a newly-formed joint venture owning the Fairmont Sonoma Mission Inn & Spa with Fairmont Hotels & Resorts, the property owner and an unaffiliated third party. The joint venture acquired real estate assets totaling $91.8 million. Our investment of $76.6 million was made in the form of a preferred equity interest that carries a cumulative preferred dividend of 8.5% per year, which is payable after Fairmont Hotels & Resorts receives $150,000 in cumulative distributions. The 226 room, full-service resort is managed by Fairmont Hotels & Resorts (Maryland) LLC, an affiliate of our joint venture partner. In connection with this acquisition, we expensed acquisition costs of $2.8 million, including acquisition fees of $1.9 million paid to the advisor. The resort is currently undergoing a renovation that commenced, prior to our ownership, in September 2012 and is expected to total $8.4 million, of which we currently expect to fund $2.6 million. The estimated remaining renovations of $2.6 million include $1.8 million to complete the refurbishment of guestrooms and public space, which is currently expected to be completed in the fourth quarter of 2013, and $0.8 million to complete the renovation of the spa, which is currently expected to be completed in the second quarter of 2014 (Note 9). We obtained a mortgage loan on the property of $44.0 million upon acquisition of this property (Note 8). | |||||||||||||||||||
Marriott Raleigh City Center | |||||||||||||||||||
On August 13, 2013, we acquired the Marriott Raleigh City Center from Noble Raleigh Associates, LLC, an unaffiliated third party, for $82.2 million. The 400-room full-service hotel is located in downtown Raleigh, North Carolina. The hotel is managed by Noble-Interstate Management Group, LLC. In connection with this acquisition, we expensed acquisition costs of $2.7 million, including acquisition fees of $2.2 million paid to the advisor. In addition, as part of our franchise agreement with Marriott, we are required to make renovations to the hotel totaling approximately $2.5 million. These renovations are currently expected to be completed by the second quarter of 2014 (Note 9). We obtained a mortgage loan on the property of $51.5 million upon acquisition (Note 8). | |||||||||||||||||||
The following tables present a summary of assets acquired and liabilities assumed in these business combinations, each at the date of acquisition, and revenues and earnings thereon, from the date of acquisition through September 30, 2013 (in thousands): | |||||||||||||||||||
Hilton Southeast Portfolio | Courtyard Pittsburgh Shadyside | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn & Spa (a) | Marriott Raleigh City Center (a) | ||||||||||||||
Cash consideration | $ | 94,600 | $ | 29,900 | $ | 73,600 | $ | 113,000 | $ | 76,647 | $ | 82,193 | |||||||
Assets acquired at fair value: | |||||||||||||||||||
Land | $ | 16,050 | $ | 3,515 | $ | 7,850 | $ | 30,023 | $ | 17,657 | $ | - | |||||||
Building | 71,906 | 25,484 | 59,990 | 81,333 | 66,423 | 67,541 | |||||||||||||
Building and site improvements | 1,607 | 349 | 230 | 65 | - | 1,004 | |||||||||||||
Furniture, fixtures and equipment | 5,008 | 534 | 5,500 | 1,579 | 7,670 | 3,881 | |||||||||||||
Accounts receivable | - | - | - | - | 75 | 172 | |||||||||||||
Other assets (b) | 29 | 18 | 30 | - | 1,229 | 10,798 | |||||||||||||
Liabilities assumed at fair value: | |||||||||||||||||||
Accounts payable, accrued expenses and other liabilities | - | - | - | - | -3,604 | -1,203 | |||||||||||||
Contributions from noncontrolling interests at fair value | - | - | - | - | -12,803 | - | |||||||||||||
Net assets acquired at fair value | $ | 94,600 | $ | 29,900 | $ | 73,600 | $ | 113,000 | $ | 76,647 | $ | 82,193 | |||||||
For the Period from | |||||||||||||||||||
14-Feb-13 | 12-Mar-13 | 29-May-13 | 6-Jun-13 | 10-Jul-13 | 13-Aug-13 | ||||||||||||||
through | through | through | through | through | through | ||||||||||||||
September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | ||||||||||||||
Revenues | $ | 14,610 | $ | 3,889 | $ | 8,064 | $ | 5,602 | $ | 10,495 | $ | 2,906 | |||||||
Net income | $ | 3,171 | $ | 1,077 | $ | 1,870 | $ | 2,000 | $ | 2,123 | $ | 564 | |||||||
__________ | |||||||||||||||||||
The purchase price was allocated to the assets acquired and liabilities assumed based upon their preliminary fair values. The information in this table is based on the current best estimates of management. We are in the process of finalizing our assessment of the fair value of the assets acquired and liabilities assumed. Accordingly, the fair value of these assets acquired and liabilities assumed are subject to change. | |||||||||||||||||||
Includes intangible assets totaling $10.6 million, comprised of a below-market ground lease of $9.0 million and a below-market parking garage lease of $1.5 million for Marriott Raleigh City Center and in-place lease intangibles aggregating $0.1 million relating to our other 2013 acquisitions. The weighted-average amortization periods for our below-market ground lease, below-market parking garage lease and our in-place leases acquired during the nine months ended September 30, 2013 are 92.5 years, 92.5 years and 3.1 years, respectively. | |||||||||||||||||||
Pro Forma Financial Information | |||||||||||||||||||
The following unaudited consolidated pro forma financial information presents our financial results as if the Consolidated Hotel investments that we completed during the year ended December 31, 2012 and the nine months ended September 30, 2013, and the new financings related to these acquisitions, had occurred on January 1, 2012, for the three and nine months ended September 30, 2013 and 2012. These transactions are accounted for as business combinations. The pro forma financial information is not necessarily indicative of what the actual results would have been, nor does it purport to represent the results of operations for future periods. | |||||||||||||||||||
(Dollars in thousands, except share and per share amounts) | |||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
2013 | 2012 | 2013(a) | 2012 | ||||||||||||||||
Pro forma total revenues | $ | 44,741 | $ | 40,405 | $ | 119,927 | $ | 118,776 | |||||||||||
Pro forma net income (loss) | 1,795 | 438 | -1,352 | -14,745 | |||||||||||||||
Add: (Income) loss from continuing operations attributable to noncontrolling interests | -1,089 | 690 | 1,766 | 2,829 | |||||||||||||||
Pro forma income (loss) from continuing operations attributable to CWI stockholders | $ | 706 | $ | 1,128 | $ | 414 | $ | -11,916 | |||||||||||
Pro forma income (loss) per share: | |||||||||||||||||||
Net income (loss) attributable to CWI stockholders | $ | 0.01 | $ | 0.04 | $ | 0.01 | $ | -0.43 | |||||||||||
Pro forma weighted average shares outstanding (b) | 50,938,677 | 28,659,596 | 39,391,497 | 28,018,156 | |||||||||||||||
__________ | |||||||||||||||||||
Subsequent to the filing of the Company's Form 10-Q for the period ended March 31, 2013, we identified three errors in the pro forma financial information presented in the footnotes to the financial statements. These errors resulted in a net overstatement of pro forma expenses, an aggregate overstatement of the reported Pro forma net loss and Pro forma loss from continuing operations attributable to CWI stockholders of approximately $0.3 million and an overstatement to Pro forma loss per share of approximately $0.02. Corrected amounts after considering the impact of the errors discussed above are a $1.1 million pro forma net loss, a $1.2 million pro forma loss from continuing operations attributable to CWI stockholders and a $0.052 pro forma loss per share. We evaluated the impact of the errors on the previously-filed financial statements and the pro forma disclosures and concluded that such amounts were immaterial to our Form 10-Q for the period ended March 31, 2013. The errors and revisions were related to our pro forma disclosures only and did not affect our consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of equity, or cash balances for any reporting periods. | |||||||||||||||||||
The pro forma weighted average shares outstanding were determined as if the number of shares issued in our public offering in order to raise the funds used for each acquisition were issued on January 1, 2012. All acquisition costs are presented as if they were incurred on January 1, 2012. | |||||||||||||||||||
Construction in Progress | |||||||||||||||||||
At September 30, 2013, construction in progress was $4.0 million, recorded at cost, and related primarily to the renovations of the Lake Arrowhead Resort and Spa and the Courtyard Pittsburgh Shadyside (Note 9). We capitalize interest expense and certain other costs, such as property taxes, property insurance and employee costs related to hotels undergoing major renovations. During the three and nine months ended September 30, 2013 we capitalized $0.1 million and $0.3 million, respectively, of such costs. No such costs were capitalized during either the three or nine months ended September 30, 2012. | |||||||||||||||||||
Equity_Investment_in_Real_Esta
Equity Investment in Real Estate | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity Investments in Real Estate | ' | ||||||||||||
Equity Investments in Real Estate | ' | ||||||||||||
Note 5. Equity Investments in Real Estate | |||||||||||||
At September 30, 2013, together with unrelated third parties, we owned equity interests in two hotels, which we refer to as our Unconsolidated Hotels. We do not control the ventures that own these hotels, but we exercise significant influence over them, as described below. We account for these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences from acquisition costs paid to the advisor that we incur and other-than-temporary impairments, if any). | |||||||||||||
Under the conventional approach of accounting for equity method investments, an investor applies its percentage ownership interest to the venture's net income to determine the investor's share of the earnings or losses of the venture. This approach is inappropriate to use if the venture's capital structure gives different rights and priorities to its investors. We have priority returns on our equity method investments. Therefore, we follow the hypothetical liquidation at book value method in determining our share of the ventures' earnings or losses for the reporting period as this method better reflects our claim on the ventures' book value at the end of each reporting period. Earnings for our equity method investments are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment's net assets at book value as if the investment were hypothetically liquidated at the end of each reporting period. Due to our preferred interests, we are not responsible for, and will not reflect, losses to the extent our partners continue to have equity in the investments. | |||||||||||||
The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying values of these ventures are affected by the timing and nature of distributions (dollars in thousands): | |||||||||||||
Ownership Interest | Carrying Value at | ||||||||||||
Investment | Hotel | at September 30, 2013 | September 30, 2013 | 31-Dec-12 | |||||||||
Westin Atlanta Venture (a) | Westin Atlanta Perimeter North | 57% | 10,982 | 11,978 | |||||||||
Hyatt French Quarter Venture (b) | Hyatt New Orleans French Quarter | 80% | 4,873 | 12,968 | |||||||||
Long Beach Venture (c) | DoubleTree Hotel Maya Long Beach Residence Inn Long Beach Downtown | — | - | 20,202 | |||||||||
$ | 15,855 | $ | 45,148 | ||||||||||
__________ | |||||||||||||
We acquired our interest in this joint venture in October 2012. We received no cash distributions during the three and nine months ended September 30, 2013. | |||||||||||||
We received cash distributions of $0.5 million during the nine months ended September 30, 2013 that represent our equity earnings based on the hypothetical liquidation at book value model for the period. During the third quarter of 2013, we also received a distribution of $6.2 million representing a return of capital for our share of mortgage refinancing proceeds. We capitalized the refinancing fee paid to the advisor totaling $0.3 million. Additionally, the carrying value for this investment includes our share of Other comprehensive loss on an interest rate swap derivative instrument, which was entered into in connection with the refinancing discussed above, recognized by the venture of $0.6 million. | |||||||||||||
We sold our 49% interest in this venture on July 17, 2013 and recognized a gain on sale of $1.8 million in Net income from equity investments in the consolidated statement of operations. | |||||||||||||
The following table sets forth our share of equity earnings (loss) from our Unconsolidated Hotels, which are based on the hypothetical liquidation at book value model as well as certain depreciation and amortization adjustments related to basis differentials from acquisitions of certain investments (in thousands): | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
Venture | 2013 | 2012 | 2013 | 2012 | |||||||||
Long Beach Venture (a) | $ | 1,928 | $ | 900 | $ | 2,601 | $ | 1,268 | |||||
Hyatt French Quarter Venture | -1,524 | 28 | -1,006 | 77 | |||||||||
Westin Atlanta Venture | -287 | - | -996 | - | |||||||||
$ | 117 | $ | 928 | $ | 599 | $ | 1,345 | ||||||
__________ | |||||||||||||
Represents activity through the date of the sale of this investment on July 17, 2013. Both the three and nine months ended September 30, 2013 include the gain on the sale of our investment, which was $1.8 million. | |||||||||||||
No other-than-temporary impairments were recognized during either the three or nine months ended September 30, 2013 or 2012. | |||||||||||||
The following tables present combined summarized financial information of our equity method investment entities. Amounts provided are the total amounts attributable to the ventures since our respective dates of acquisition and do not represent our proportionate share (in thousands): | |||||||||||||
September 30, 2013 | 31-Dec-12 | ||||||||||||
Real estate, net | $ | 80,509 | $ | 143,872 | |||||||||
Other assets | 13,492 | 21,620 | |||||||||||
Total assets | 94,001 | 165,492 | |||||||||||
Debt | -63,490 | -98,211 | |||||||||||
Other liabilities | -13,288 | -16,538 | |||||||||||
Total liabilities | -76,778 | -114,749 | |||||||||||
Members’ equity | $ | 17,223 | $ | 50,743 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2013 (a) | 2012 | 2013 (a) | 2012 | ||||||||||
Revenues | $ | 7,967 | $ | 9,468 | $ | 37,352 | $ | 25,808 | |||||
Expenses | -9,491 | -9,550 | -40,473 | -27,197 | |||||||||
Gain on sale of real estate | |||||||||||||
Net loss | $ | -1,524 | $ | -82 | $ | -3,121 | $ | -1,389 | |||||
__________ | |||||||||||||
Includes revenues, expenses and net loss from the Long Beach Venture for the respective periods through the date of sale of this investment on July 17, 2013. | |||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Measurements | ' |
Fair Value Disclosures | ' |
Note 6. Fair Value Measurements | |
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. | |
Derivative Assets and Liabilities — Our derivative assets and liabilities are comprised of interest rate swaps. These derivative instruments were measured at fair value using readily observable market inputs, such as quotations on interest rates. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. | |
We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during either the three or nine months ended September 30, 2013 and 2012. Gains and losses (realized and unrealized) included in earnings are reported in Other income and (expenses) in the consolidated statements of operations. | |
Our non-recourse debt, which we have classified as Level 3, had a carrying value of $393.7 million and $88.8 million and an estimated fair value of $390.2 million and $88.9 million at September 30, 2013 and December 31, 2012, respectively. We determined the estimated fair value using a discounted cash flow model with rates that take into account the interest rate risk. We also considered the value of the underlying collateral taking into account the quality of the collateral and the then-current interest rate. | |
We estimated that our remaining financial assets and liabilities had fair values that approximated their carrying values at both September 30, 2013 and December 31, 2012. |
Risk_Management_and_Use_of_Der
Risk Management and Use of Derivative Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Risk Management and Use of Derivative Financial Instruments | ' | ||||||||||||||||
Risk Management and Use of Derivative Financial Instruments | ' | ||||||||||||||||
Note 7. Risk Management and Use of Derivative Financial Instruments | |||||||||||||||||
Portfolio Concentration Risk | |||||||||||||||||
At September 30, 2013, we were exposed to concentrations within the brands under which we operate our hotels and within the geographic areas in which we have invested to date. We operate in the domestic U.S. market only. For the nine months ended September 30, 2013, 69.5% of our revenue was generated from seven hotels located in California, Tennessee and Louisiana. At September 30, 2013, 79.3% of our Net investments in hotels was comprised of seven hotels located in California, New York, Tennessee and North Carolina. | |||||||||||||||||
Risk Management | |||||||||||||||||
In the normal course of our ongoing business operations, we encounter economic risk. There are two main components of economic risk that impact us: interest rate risk and market risk. We are primarily subject to interest rate risk on our interest-bearing assets and liabilities. Market risk includes changes in the value of our properties and related loans. | |||||||||||||||||
Use of Derivative Financial Instruments | |||||||||||||||||
When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates. We have not entered, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to derivative instruments that we entered into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, which are considered to be derivative instruments. The primary risks related to our use of derivative instruments include default by a counterparty to a hedging arrangement on its obligation and a downgrade in the credit quality of a counterparty to such an extent that our ability to sell or assign our side of the hedging transaction is impaired. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be creditworthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. | |||||||||||||||||
We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the derivative's change in fair value is immediately recognized in earnings. | |||||||||||||||||
The following table sets forth certain information regarding our derivative instruments on our Consolidated Hotels (in thousands): | |||||||||||||||||
Derivatives Designated | Asset Derivatives Fair Value at | Liability Derivatives Fair Value at | |||||||||||||||
as Hedging Instruments | Balance Sheet Location | September 30, 2013 | 31-Dec-12 | September 30, 2013 | 31-Dec-12 | ||||||||||||
Interest rate swaps | Other assets | $ | 505 | - | $ | - | $ | - | |||||||||
Interest rate swaps | Accounts payable, accrued expenses and other liabilities | - | - | -710 | -410 | ||||||||||||
$ | 505 | $ | - | $ | -710 | $ | -410 | ||||||||||
All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis on the balance sheet. At both September 30, 2013 and December 31, 2012, no cash collateral has been posted nor received for any of our derivative positions. | |||||||||||||||||
During the three and nine months ended September 30, 2013, we recognized losses of $1.9 million and $1.0 million, respectively, in Other comprehensive income on derivatives in connection with our interest rate swaps. During both the three and nine months ended September 30, 2012, we recognized a loss of less than $0.1 million in Other comprehensive income on derivatives in connection with our interest rate swap. | |||||||||||||||||
During the three and nine months ended September 30, 2013, we reclassified losses of $0.3 million and $0.5 million, respectively, from Other comprehensive income on derivatives into interest expense in connection with our interest rate swaps. During both the three and nine months ended September 30, 2012, we reclassified losses of less than $0.1 million from Other comprehensive income on derivatives into interest expense in connection with our interest rate swaps. Additionally, during the nine months ended September 30, 2012, we recognized unrealized losses of $0.1 million related to an interest rate swap prior to its designation as a hedge. | |||||||||||||||||
Interest Rate Swaps and Caps | |||||||||||||||||
We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty's stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. An interest rate cap limits the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements. | |||||||||||||||||
The interest rate swaps that we had outstanding on our Consolidated Hotel investments at September 30, 2013 were designated as cash flow hedges and are summarized as follows (dollars in thousands): | |||||||||||||||||
Notional | Effective | Effective | Expiration | Fair Value at | |||||||||||||
Instrument | Type | Amount | Interest Rate | Date | Date | September 30, 2013 | |||||||||||
1-Month LIBOR | “Rollercoaster” swap | $ | 9,750 | 5.00% | May-12 | May-15 | $ | -104 | |||||||||
1-Month LIBOR | “Pay-fixed” swap | 51,500 | 4.60% | Dec-12 | Dec-17 | 505 | |||||||||||
1-Month LIBOR | “Pay-fixed” swap | 19,350 | 4.10% | Mar-13 | Mar-17 | -9 | |||||||||||
1-Month LIBOR | “Pay-fixed” swap | 44,000 | 4.10% | Jul-13 | Jul-18 | -597 | |||||||||||
$ | -205 | ||||||||||||||||
Amounts reported in Other comprehensive income related to interest rate swaps will be reclassified to interest expense as interest payments are made on our variable-rate debt. At September 30, 2013, we estimated that an additional $1.1 million, inclusive of amounts attributable to noncontrolling interests of $0.5 million, will be reclassified as interest expense during the next 12 months related to our interest rate swaps. | |||||||||||||||||
Some of the agreements we have with our derivative counterparties contain certain credit contingent provisions that could result in a declaration of default against us regarding our derivative obligations if we either default or are capable of being declared in default on certain of our indebtedness. At September 30, 2013, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $0.8 million and $0.4 million at September 30, 2013 and December 31, 2012, respectively, which included accrued interest and any adjustment for nonperformance risk. If we had breached any of these provisions at either September 30, 2013 or December 31, 2012, we could have been required to settle our obligations under these agreements at their aggregate termination value of $0.8 million and $0.5 million, respectively. | |||||||||||||||||
The derivative instruments that our Unconsolidated Hotel investments had outstanding at September 30, 2013 are summarized as follows (in thousands): | |||||||||||||||||
Ownership | |||||||||||||||||
Interest at | Notional | Effective | Expiration | Fair Value at | |||||||||||||
Description | September 30, 2013 | Type | Amount | Cap Rate | Date | Date | September 30, 2013 | ||||||||||
1-Month LIBOR | 57.00% | Interest rate cap | 35,000 | 1.00% | Oct-12 | Oct-15 | $ | 47 | |||||||||
1-Month LIBOR | 80.40% | “Pay-fixed” swap | 33,000 | N/A | Aug-13 | Aug-18 | -596 | ||||||||||
$ | -549 |
Debt
Debt | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure | ' | |||||||||||||
Debt Disclosure | ' | |||||||||||||
Note 8. Debt | ||||||||||||||
The following table presents the non-recourse debt on our Consolidated Hotel investments (in thousands): | ||||||||||||||
Carrying Amount at | ||||||||||||||
Consolidated Hotels | Interest Rate | Rate Type | Current Maturity Date | September 30, 2013 | 31-Dec-12 | |||||||||
Hampton Inn Boston Braintree (a) (b) | 5.00% (c) | Variable | May-15 | $ | 9,703 | $ | 8,487 | |||||||
Lake Arrowhead Resort and Spa | 4.34% | Fixed | Jul-15 | 17,843 | 17,775 | |||||||||
Courtyard Pittsburgh Shadyside (a) (d) | 4.09% (c) | Variable | Mar-17 | 19,975 | - | |||||||||
Courtyard San Diego Mission Valley (a) | 4.60% (c) | Variable | Dec-17 | 51,500 | 51,500 | |||||||||
Hilton Southeast Portfolio: | ||||||||||||||
Hampton Inn Memphis Beale Street | 4.07% | Fixed | Mar-18 | 22,248 | - | |||||||||
Hampton Inn Atlanta Downtown | 4.12% | Fixed | Mar-18 | 13,600 | - | |||||||||
Hampton Inn Birmingham Colonnade | 4.12% | Fixed | Mar-18 | 9,400 | - | |||||||||
Hampton Inn Frisco Legacy Park | 4.12% | Fixed | Mar-18 | 9,200 | - | |||||||||
Hilton Garden Inn Baton Rouge Airport | 4.12% | Fixed | Mar-18 | 9,800 | - | |||||||||
Fairmont Sonoma Mission Inn & Spa | 4.13% (c) | Variable | Jul-18 | 44,000 | - | |||||||||
Hilton Garden Inn New Orleans French Quarter/CBD | 5.30% | Fixed | Jul-19 | 10,978 | 11,000 | |||||||||
Hutton Hotel Nashville | 5.25% | Fixed | Jul-20 | 44,000 | - | |||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | 4.49% | Fixed | Jun-23 | 80,000 | - | |||||||||
Marriott Raleigh City Center (e) | 4.61% | Fixed | Sep-38 | 51,500 | - | |||||||||
$ | 393,747 | $ | 88,762 | |||||||||||
__________ | ||||||||||||||
The mortgage loans secured by Hampton Inn Boston Braintree and Courtyard San Diego Mission Valley each have two, one-year extension options. The mortgage loan secured by Courtyard Pittsburgh Shadyside has a one-year extension option. All of the extensions are subject to certain conditions. The maturity dates in the table do not reflect extension options. | ||||||||||||||
Total mortgage commitment is up to $9.8 million, with the difference between the commitment and the carrying amount available for renovation draws. | ||||||||||||||
These mortgage loans have variable interest rates, which have been converted to effective fixed rates through the use of interest rate swaps (Note 7). The interest rates presented for these mortgage loans reflect interest rate swaps (Note 7) in effect at September 30, 2013. | ||||||||||||||
Total mortgage commitment is up to $21.0 million, with the difference between the commitment and the carrying amount available for renovation draws. | ||||||||||||||
The mortgage loan includes a call option by the lender with the earliest repayment date being September 1, 2018. | ||||||||||||||
2013 Activity | ||||||||||||||
See Note 4 for additional detail about our 2013 acquisitions. We amortize deferred financing costs over the term of the related mortgage loan using the straight-line method, which approximates the effective interest method. | ||||||||||||||
Hilton Southeast Portfolio | ||||||||||||||
We acquired the five hotels in the Hilton Southeast Portfolio through five wholly-owned subsidiaries and obtained five individual mortgage loans totaling $64.5 million, in the aggregate. The loans are each non-recourse, with annual interest rates fixed at approximately 4.1%, and do not contain cross-default provisions. All five loans mature on March 1, 2018. We capitalized $0.9 million of deferred financing costs related to these loans. | ||||||||||||||
Courtyard Pittsburgh Shadyside | ||||||||||||||
We acquired the Courtyard Pittsburgh Shadyside hotel through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of up to $21.0 million, of which $19.1 million was funded at closing; the remaining $1.9 million will be available through renovation draws. As of September 30, 2013, $0.9 million had been drawn. The terms of the mortgage loan require monthly interest-only payments for 24 months, at which point the loan will amortize over a 25-year period with monthly interest and quarterly principal payments. The loan has an initial term of four years with a one-year extension option. The stated interest rate of one-month LIBOR with a floor of 0.5% plus 3.25% has effectively been fixed at approximately 4.1% through an interest rate swap agreement, maturing March 12, 2017. We capitalized $0.2 million of deferred financing costs related to this loan. | ||||||||||||||
Hutton Hotel Nashville | ||||||||||||||
In connection with our acquisition of the Hutton Hotel Nashville, we obtained a non-recourse mortgage loan of $44.0 million through a wholly-owned subsidiary. The terms of the mortgage loan require monthly interest-only payments for 36 months, at which point the loan will amortize over a 30-year period with monthly principal and interest payments. The interest rate is fixed at 5.25% and the loan matures on July 1, 2020. We capitalized $0.3 million of deferred financing costs related to this loan. | ||||||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | ||||||||||||||
We acquired the Holiday Inn Manhattan 6th Avenue Chelsea through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of $80.0 million. The terms of the mortgage loan require monthly interest-only payments for 24 months, at which point the loan will amortize over a 30-year period with monthly principal and interest payments. The interest rate is fixed at 4.49% and the loan matures on June 6, 2023. We capitalized $1.1 million of deferred financing costs related to this loan. | ||||||||||||||
Fairmont Sonoma Mission Inn & Spa | ||||||||||||||
We acquired the Fairmont Sonoma Mission Inn & Spa through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of $44.0 million. The terms of the mortgage loan require monthly interest-only payments for 36 months, at which point the loan will amortize over a 40-year period with monthly interest and quarterly principal payments. The stated interest rate of one-month LIBOR plus 2.5% has effectively been fixed at approximately 4.1% through an interest rate swap agreement, maturing on July 10, 2018, which is the maturity date of the loan. We capitalized $0.5 million of deferred financing costs related to this loan. | ||||||||||||||
Marriott Raleigh City Center | ||||||||||||||
We acquired the Marriott Raleigh City Center through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of $51.5 million. The interest rate is fixed at 4.61% and the loan matures on September 1, 2038. The loan includes a call option by the lender, with the earliest such repayment date being September 1, 2018. We capitalized $0.4 million of deferred financing costs related to this loan. | ||||||||||||||
Covenants | ||||||||||||||
Pursuant to our mortgage loan agreements, we and our wholly-owned subsidiaries are subject to various operational and financial covenants. At September 30, 2013, we were in compliance with the applicable covenants for each of our mortgage loans. | ||||||||||||||
Scheduled Debt Principal Payments | ||||||||||||||
Scheduled debt principal payments for our Consolidated Hotels for the remainder of 2013, each of the next four calendar years following December 31, 2013, and thereafter are as follows (in thousands): | ||||||||||||||
Years Ending December 31, | Total | |||||||||||||
2013 (remainder) | $ | 217 | ||||||||||||
2014 | 2,670 | |||||||||||||
2015(a) | 31,142 | |||||||||||||
2016 | 4,961 | |||||||||||||
2017 | 71,756 | |||||||||||||
Thereafter through 2023 | 283,159 | |||||||||||||
393,905 | ||||||||||||||
Unamortized discount (b) | -158 | |||||||||||||
Total | $ | 393,747 | ||||||||||||
_________ | ||||||||||||||
Includes $18.0 million due on the Lake Arrowhead Resort and Spa mortgage loan in June 2015 and $9.5 million due on the Hampton Inn Boston Braintree mortgage loan in May 2015. | ||||||||||||||
Represents the fair market value adjustment recorded as of September 30, 2013 in connection with the assumption of the Lake Arrowhead Resort and Spa mortgage loan as part of the acquisition. | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Commitments and Contingencies Disclosure | ' | |||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||
Note 9. Commitments and Contingencies | ||||||||||||||||
At September 30, 2013, we were not involved in any material litigation. Various claims and lawsuits may arise against us in the normal course of business, but we do not expect the results of such proceedings to have a material adverse effect on our consolidated financial position or results of operations. | ||||||||||||||||
As described in Note 3, we remain liable for certain expenses of our initial public offering, which include filing, legal, accounting, printing and escrow fees, which are deducted from the gross proceeds of the offering. In connection with that offering, which terminated on September 15, 2013, we were obligated to reimburse Carey Financial or one of its affiliates for expenses (including fees and expenses of its counsel) and for the costs of any sales and information meetings of Carey Financial's registered representatives or employees of one of its affiliates relating to the offering. As of September 30, 2013, costs incurred totaled $9.4 million, all of which we are obligated to reimburse. As of September 30, 2013, $9.2 million of such costs had been reimbursed. | ||||||||||||||||
Renovation Commitments | ||||||||||||||||
Certain of our hotel franchise agreements require us to make planned renovations to our hotels (Note 4). We do not currently expect to, and are not obligated to, fund any planned renovations on our Unconsolidated Hotels. We expect to fund such commitments with regard to our Consolidated Hotels from amounts in lender-held escrow accounts, except as otherwise noted. The following table summarizes our funding commitments at September 30, 2013 related to our Consolidated Hotels (in thousands): | ||||||||||||||||
At September 30, 2013 | ||||||||||||||||
Original Funding Commitment at Acquisition | Less: Paid | Unpaid Commitment (a) | Less: Amount Held in Escrow | Remaining Commitment | ||||||||||||
Hampton Inn Boston Braintree | $ | 1,869 | $ | -1,869 | $ | - | $ | - | $ | - | ||||||
Hilton Garden Inn New Orleans French Quarter/CBD | 3,470 | -2,599 | 871 | -799 | 72 | |||||||||||
Lake Arrowhead Resort and Spa | 3,700 | -3,532 | 168 | - | 168 | |||||||||||
Hilton Southeast Portfolio: | ||||||||||||||||
Hampton Inn Birmingham Colonnade | 212 | -20 | 192 | -192 | - | |||||||||||
Hampton Inn Atlanta Downtown | 175 | -12 | 163 | -163 | - | |||||||||||
Hampton Inn Memphis Beale Street | 1,075 | -564 | 511 | -511 | - | |||||||||||
Hampton Inn Frisco Legacy Park | 1,276 | - | 1,276 | -1,276 | - | |||||||||||
Hilton Garden Inn Baton Rouge Airport | 457 | -349 | 108 | -108 | - | |||||||||||
Courtyard Pittsburgh Shadyside | 1,900 | -910 | 990 | - | 990 | |||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | 2,519 | - | 2,519 | -2,519 | - | |||||||||||
Fairmont Sonoma Mission Inn & Spa | 2,606 | -186 | 2,420 | - | 2,420 | |||||||||||
Marriott Raleigh City Center | 2,500 | - | 2,500 | -2,500 | - | |||||||||||
$ | 21,759 | $ | -10,041 | $ | 11,718 | $ | -8,068 | $ | 3,650 | |||||||
__________ | ||||||||||||||||
Includes $2.5 million that was included in Accounts payable, accrued expenses and other liabilities at September 30, 2013. | ||||||||||||||||
Hampton Inn Boston Braintree | ||||||||||||||||
A comprehensive $1.9 million renovation of the hotel, which commenced in December 2012, was substantially completed in March 2013. The renovation scope included all guestrooms and public spaces. | ||||||||||||||||
Hilton Garden Inn New Orleans French Quarter/CBD | ||||||||||||||||
A $3.5 million renovation of all guestrooms and public spaces in the hotel commenced in October 2012 and was substantially completed by September 30, 2013. The remaining commitment will be funded through our lender-held escrow accounts earmarked for the renovation and cash accounts. | ||||||||||||||||
Lake Arrowhead Resort and Spa | ||||||||||||||||
A $3.7 million renovation of guestrooms and public spaces in the hotel commenced in September 2012. The renovation was substantially completed by September 30, 2013. On September 30, 2013, the hotel became affiliated with the Autograph Collection, a collection of upper-upscale and luxury independent hotels sponsored by Marriott. The remaining renovation expenditures will be funded through our cash accounts. | ||||||||||||||||
Hilton Southeast Portfolio | ||||||||||||||||
An estimated $3.2 million in total renovations are planned for the hotels and is currently expected to be funded through lender-held escrow accounts and our cash accounts. These renovations, which are currently anticipated to be completed in late 2013 for Hampton Inn Birmingham Colonnade, Hampton Inn Atlanta Downtown and Hilton Garden Inn Baton Rouge Airport and early 2014 for Hampton Inn Memphis Beale Street and Hampton Inn Frisco Legacy Park, will include refurbishments of the guestrooms and/or public spaces. At September 30, 2013, renovations at the Hilton Garden Inn Baton Rouge Airport had been substantially completed. | ||||||||||||||||
Courtyard Pittsburgh Shadyside | ||||||||||||||||
An estimated $1.9 million renovation is planned for the hotel and is currently expected to be funded by future renovation draws on the related mortgage loan. This renovation, which is currently anticipated to be completed by early 2014, will include the installation of Courtyard's Bistro Lobby concept and a refurbishment of the guestrooms and public space. | ||||||||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | ||||||||||||||||
An estimated $2.5 million renovation is planned for the hotel and is currently expected to be funded through lender-held escrow accounts. This renovation, which is currently anticipated to be completed by the second quarter of 2014, will primarily be focused on a refurbishment of the guestrooms. | ||||||||||||||||
Fairmont Sonoma Mission Inn & Spa | ||||||||||||||||
The resort is currently undergoing a renovation that commenced prior to our ownership. We have committed $2.6 million to renovations that will be funded through our cash accounts and include $1.8 million to complete the refurbishment of guestrooms and public spaces, which was substantially completed by September 30, 2013, and $0.8 million to complete the renovation of the spa, which is currently anticipated to be completed in the second quarter of 2014. | ||||||||||||||||
Marriott Raleigh City Center | ||||||||||||||||
An estimated $2.5 million renovation is planned for the hotel and is currently expected to be funded through lender-held escrow accounts. This renovation, which is currently anticipated to be completed in the third quarter of 2014, will primarily be focused on improvements to public spaces. | ||||||||||||||||
Purchase Commitments | ||||||||||||||||
During the periods presented and through the date of this Report, we have entered into various agreements to purchase properties in the ordinary course of business. With certain of these agreements, we have provided deposits that, if the associated arrangement is canceled, may only be refunded to us under specified circumstances. | ||||||||||||||||
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity | ' |
Equity | ' |
Note 10. Equity | |
Stock-Based Payments | |
2010 Equity Incentive Plan and Directors Incentive Plan — 2010 Incentive Plan | |
We maintain the 2010 Equity Incentive Plan, which authorizes the issuance of shares of our common stock to our officers and officers and employees of the subadvisor, who perform services on our behalf, and to non-director members of the investment committee through stock-based awards. The 2010 Equity Incentive Plan provides for the grant of RSUs and dividend equivalent rights. We also maintain the Directors Incentive Plan — 2010 Incentive Plan, which authorizes the issuance of shares of our common stock to our independent directors. The Directors Incentive Plan — 2010 Incentive Plan provides for the grant of RSUs and dividend equivalent rights. A maximum of 4,000,000 awards may be granted, in the aggregate, under these two plans, of which 3,919,802 shares remained available for future grants at September 30, 2013. In April 2013, 45,000 RSUs were issued to employees of our subadvisor, which vest over three years. We issued 1,000 RSUs to each of our four independent directors during June 2013 with a market price of $10.00 per unit, which vested immediately. | |
We recognized stock-based compensation expense associated with these awards of less than $0.1 million and of $0.1 million for the three and nine months ended September 30, 2013. We recognized stock-based compensation expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2012, respectively, associated with these awards. Stock-based compensation expense is included within Corporate general and administrative expense in the consolidated financial statements. | |
We currently expect to recognize stock-based compensation expense totaling approximately $0.8 million over the remaining vesting period. The awards to employees of our subadvisor had a weighted-average remaining contractual term of 2.0 years at September 30, 2013. We have not recognized any income tax benefit in earnings for our share-based compensation arrangements since the inception of these two plans. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
Note 11. Subsequent Events | |
On October 23, 2013, we acquired a 100% interest in the Hawks Cay Resort for $133.8 million from BH/NV Hawks Cay Property Holdings, LLC, an unaffiliated third party, and obtained a non-recourse mortgage loan at closing of $79.0 million. The full service hotel, located on Duck Key in the Florida Keys, includes 177 rooms and a resort residential management program that includes over 250 two-, three- and four-bedroom villas. The hotel and the resort residential program will be managed by Pyramid Hotel Group. It was not practicable to disclose the preliminary purchase price allocation or consolidated pro forma financial information for this transaction given the short period of time between the acquisition date and the issuance of this Report. | |
On October 25, 2013, we filed a registration statement with the SEC for a possible continuous public offering of up to $350.0 million of our common stock. There can be no assurance that we will actually commence the follow-on offering or successfully sell the full number of shares registered. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Business and Basis of Presentation | ' |
Consolidation, Policy | ' |
Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. | |
When we obtain an economic interest in an entity, we evaluate the entity to determine if it is a variable interest entity (“VIE”) and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We performed an analysis of all of our subsidiary entities to determine whether they qualify as VIEs and whether they should be consolidated or accounted for as equity investments in an unconsolidated venture. As a result of our assessment, we have concluded that none of our subsidiaries is a VIE. All our subsidiaries are either consolidated or accounted for as equity investments under the voting interest entity model. | |
Derivatives Instruments, Policy | ' |
We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. For a derivative designated and that qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recognized in Other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of the derivative's change in fair value is immediately recognized in earnings. | |
Equity Method Investments, Policy | ' |
Under the conventional approach of accounting for equity method investments, an investor applies its percentage ownership interest to the venture's net income to determine the investor's share of the earnings or losses of the venture. This approach is inappropriate to use if the venture's capital structure gives different rights and priorities to its investors. We have priority returns on our equity method investments. Therefore, we follow the hypothetical liquidation at book value method in determining our share of the ventures' earnings or losses for the reporting period as this method better reflects our claim on the ventures' book value at the end of each reporting period. Earnings for our equity method investments are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment's net assets at book value as if the investment were hypothetically liquidated at the end of each reporting period. Due to our preferred interests, we are not responsible for, and will not reflect, losses to the extent our partners continue to have equity in the investments. | |
Fair Value of Financial Instruments, Policy | ' |
The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. | |
New Accounting Policy, Policy | ' |
Recent Accounting Requirements | |
The following Accounting Standards Updates (“ASUs”) promulgated by the Financial Accounting Standards Board (“FASB”) are applicable to us as indicated: | |
ASU 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities — In January 2013, the FASB issued an update to ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 clarifies that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting or similar arrangement. These amendments did not have a significant impact on our financial position or results of operations and are applicable to us for our interim and annual reports beginning in 2013 and has been applied retrospectively. | |
ASU 2013-02, Other Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income — In February 2013, the FASB issued ASU 2013-02 requiring entities to disclose additional information about items reclassified out of accumulated other comprehensive income. This ASU impacts the form of our disclosures only, is applicable to us for our interim and annual reports beginning in 2013, and has been applied retrospectively. The related additional disclosures are located in the consolidated statements of comprehensive loss. | |
ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, a Consensus of the FASB Emerging Issues Task Force — In July 2013, the FASB issued ASU 2013-10, which permits the Fed Funds Effective Swap Rate, also referred to as the “Overnight Index Swap Rate,” to be used as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815, in addition to the U.S. government and London Interbank Offered Rate (“LIBOR”) swap rate. The update also removes the restriction on the use of different benchmark rates for similar hedges. This ASU will be applicable to us for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. Through the date of this Report, we have not entered into any transactions to which this ASU applies. |
Business_Tables
Business (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business and Basis of Presentation | ' | ||||||||||||||||
Consolidated and Unconsolidated Hotels | ' | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Hotel | State | Number of Rooms | % Owned | Our Investment | (a) | Acquisition Date | Hotel Type | ||||||||||
Consolidated Hotels | |||||||||||||||||
Hampton Inn Boston Braintree | Massachusetts | 103 | 100% | $ | 12,500 | May 31, 2012 | Select-service | ||||||||||
Hilton Garden Inn New Orleans French Quarter/CBD | Louisiana | 155 | 88% | 16,176 | 8-Jun-12 | Select-service | |||||||||||
Lake Arrowhead Resort and Spa | (b) | California | 173 | 97% | 24,039 | 9-Jul-12 | Full-service | ||||||||||
Courtyard San Diego Mission Valley | California | 317 | 100% | 85,000 | December 6, 2012 | Select-service | |||||||||||
Hilton Southeast Portfolio: | |||||||||||||||||
Hampton Inn Atlanta Downtown | Georgia | 119 | 100% | 18,000 | February 14, 2013 | Select-service | |||||||||||
Hampton Inn Frisco Legacy Park | Texas | 105 | 100% | 16,100 | February 14, 2013 | Select-service | |||||||||||
Hampton Inn Memphis Beale Street | Tennessee | 144 | 100% | 30,000 | February 14, 2013 | Select-service | |||||||||||
Hampton Inn Birmingham Colonnade | Alabama | 133 | 100% | 15,500 | February 14, 2013 | Select-service | |||||||||||
Hilton Garden Inn Baton Rouge Airport | Louisiana | 131 | 100% | 15,000 | February 14, 2013 | Select-service | |||||||||||
Courtyard Pittsburgh Shadyside | Pennsylvania | 132 | 100% | 29,900 | March 12, 2013 | Select-service | |||||||||||
Hutton Hotel Nashville | Tennessee | 247 | 100% | 73,600 | 29-May-13 | Full-service | |||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | New York | 226 | 100% | 113,000 | 6-Jun-13 | Full-service | |||||||||||
Fairmont Sonoma Mission Inn & Spa | California | 226 | 75% | 76,647 | 10-Jul-13 | Full-service | |||||||||||
Marriott Raleigh City Center | North Carolina | 400 | 100% | 82,193 | 13-Aug-13 | Full-service | |||||||||||
2,611 | $ | 607,655 | |||||||||||||||
Unconsolidated Hotels | |||||||||||||||||
Hyatt New Orleans French Quarter | Louisiana | 254 | 80% | $ | 13,000 | September 6, 2011 | Full-service | ||||||||||
Westin Atlanta Perimeter North | Georgia | 372 | 57% | 13,170 | October 3, 2012 | Full-service | |||||||||||
626 | $ | 26,170 | |||||||||||||||
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Business and Basis of Presentation | ' | |||||||||||||||||||||
Schedule of Error Corrections and Prior Period Adjustments | ' | |||||||||||||||||||||
Net Cash (Used in) Provided by Operating Activities | Net Cash Provided by (Used in) Financing Activities | |||||||||||||||||||||
As Reported | Adjustment | As Revised | As Reported | Adjustment | As Revised | |||||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||||||||
Six months ended June 30, 2013 | $ | -6,116 | $ | 673 | $ | -5,443 | $ | 388,748 | $ | -673 | $ | 388,075 | ||||||||||
Three months ended March 31, 2013 | -319 | 275 | -44 | 144,894 | -275 | 144,619 | ||||||||||||||||
Year ended December 31, 2012 | -5,850 | 412 | -5,438 | 163,253 | -412 | 162,841 | ||||||||||||||||
Nine months ended September 30, 2012 | -987 | 260 | -727 | 69,152 | -260 | 68,892 | ||||||||||||||||
Six months ended June 30, 2012 | -470 | 119 | -351 | 49,499 | -119 | 49,380 | ||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | Year Ended | |||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2012 | ||||||||||||||||
Asset management fees settled in shares | $ | 329 | $ | 55 | $ | 805 | $ | 143 | $ | 1,583 | $ | 296 | $ | 490 |
Agreements_and_Transactions_wi1
Agreements and Transactions with Related Parties (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Agreements And Transactions With Related Parties | ' | |||||||||||
Summary of fees paid to Related Parties | ' | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Amounts Included in the Consolidated Statements of Operations: | ||||||||||||
Acquisition fees | $ | 4,072 | $ | 634 | $ | 12,427 | $ | 1,505 | ||||
Asset management fees | 833 | 171 | 1,783 | 358 | ||||||||
Loan refinancing fee | - | - | - | 37 | ||||||||
Personnel reimbursements | 342 | 175 | 974 | 563 | ||||||||
$ | 5,247 | $ | 980 | $ | 15,184 | $ | 2,463 | |||||
Other Transaction Fees Incurred: | ||||||||||||
Selling commissions and dealer manager fees | $ | 20,139 | $ | 2,397 | $ | 40,444 | $ | 5,753 | ||||
Offering costs | 2,080 | 517 | 6,247 | 1,236 | ||||||||
$ | 22,219 | $ | 2,914 | $ | 46,691 | $ | 6,989 | |||||
September 30, 2013 | 31-Dec-12 | |||||||||||
Amounts Due to Affiliates: | ||||||||||||
Organization and offering costs due to the advisor | $ | 220 | $ | 473 | ||||||||
Excess operating expense advances due back to the advisor | 386 | - | ||||||||||
Other amounts due to the advisor | 800 | 280 | ||||||||||
Due to joint venture partners | 667 | - | ||||||||||
Other | - | 94 | ||||||||||
$ | 2,073 | $ | 847 | |||||||||
Amounts Due from Affiliates: | ||||||||||||
Due from joint venture partners | $ | - | $ | 368 | ||||||||
Other | 9 | 30 | ||||||||||
$ | 9 | $ | 398 | |||||||||
$ | 9 | $ | 398 | |||||||||
Net_Investment_in_Hotels_Table
Net Investment in Hotels (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Net Investment in Hotels | ' | ||||||||||||||||||
Schedule of Hotel Properties | ' | ||||||||||||||||||
September 30, 2013 | 31-Dec-12 | ||||||||||||||||||
Buildings | $ | 479,605 | $ | 106,885 | |||||||||||||||
Building and site improvements | 8,140 | 2,570 | |||||||||||||||||
Land | 98,650 | 23,555 | |||||||||||||||||
Furniture, fixtures and equipment | 38,218 | 8,170 | |||||||||||||||||
Construction in progress | 3,950 | 1,585 | |||||||||||||||||
Hotels, at cost | 628,563 | 142,765 | |||||||||||||||||
Less: Accumulated depreciation | -11,519 | -1,392 | |||||||||||||||||
Net investments in hotels | $ | 617,044 | $ | 141,373 | |||||||||||||||
Schedule of Assets Acquired in Business Combinations | ' | ||||||||||||||||||
Hilton Southeast Portfolio | Courtyard Pittsburgh Shadyside | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn & Spa (a) | Marriott Raleigh City Center (a) | ||||||||||||||
Cash consideration | $ | 94,600 | $ | 29,900 | $ | 73,600 | $ | 113,000 | $ | 76,647 | $ | 82,193 | |||||||
Assets acquired at fair value: | |||||||||||||||||||
Land | $ | 16,050 | $ | 3,515 | $ | 7,850 | $ | 30,023 | $ | 17,657 | $ | - | |||||||
Building | 71,906 | 25,484 | 59,990 | 81,333 | 66,423 | 67,541 | |||||||||||||
Building and site improvements | 1,607 | 349 | 230 | 65 | - | 1,004 | |||||||||||||
Furniture, fixtures and equipment | 5,008 | 534 | 5,500 | 1,579 | 7,670 | 3,881 | |||||||||||||
Accounts receivable | - | - | - | - | 75 | 172 | |||||||||||||
Other assets (b) | 29 | 18 | 30 | - | 1,229 | 10,798 | |||||||||||||
Liabilities assumed at fair value: | |||||||||||||||||||
Accounts payable, accrued expenses and other liabilities | - | - | - | - | -3,604 | -1,203 | |||||||||||||
Contributions from noncontrolling interests at fair value | - | - | - | - | -12,803 | - | |||||||||||||
Net assets acquired at fair value | $ | 94,600 | $ | 29,900 | $ | 73,600 | $ | 113,000 | $ | 76,647 | $ | 82,193 | |||||||
Schedule Of Revenues and Net Income | ' | ||||||||||||||||||
For the Period from | |||||||||||||||||||
14-Feb-13 | 12-Mar-13 | 29-May-13 | 6-Jun-13 | 10-Jul-13 | 13-Aug-13 | ||||||||||||||
through | through | through | through | through | through | ||||||||||||||
September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | September 30, 2013 | ||||||||||||||
Revenues | $ | 14,610 | $ | 3,889 | $ | 8,064 | $ | 5,602 | $ | 10,495 | $ | 2,906 | |||||||
Net income | $ | 3,171 | $ | 1,077 | $ | 1,870 | $ | 2,000 | $ | 2,123 | $ | 564 | |||||||
Pro Forma Information | ' | ||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||
2013 | 2012 | 2013(a) | 2012 | ||||||||||||||||
Pro forma total revenues | $ | 44,741 | $ | 40,405 | $ | 119,927 | $ | 118,776 | |||||||||||
Pro forma net income (loss) | 1,795 | 438 | -1,352 | -14,745 | |||||||||||||||
Add: (Income) loss from continuing operations attributable to noncontrolling interests | -1,089 | 690 | 1,766 | 2,829 | |||||||||||||||
Pro forma income (loss) from continuing operations attributable to CWI stockholders | $ | 706 | $ | 1,128 | $ | 414 | $ | -11,916 | |||||||||||
Pro forma income (loss) per share: | |||||||||||||||||||
Net income (loss) attributable to CWI stockholders | $ | 0.01 | $ | 0.04 | $ | 0.01 | $ | -0.43 | |||||||||||
Pro forma weighted average shares outstanding (b) | 50,938,677 | 28,659,596 | 39,391,497 | 28,018,156 | |||||||||||||||
Equity_Investment_in_Real_Esta1
Equity Investment in Real Estate (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Equity Investments in Real Estate | ' | ||||||||||||
Schedule Equity Method Investments | ' | ||||||||||||
Ownership Interest | Carrying Value at | ||||||||||||
Investment | Hotel | at September 30, 2013 | September 30, 2013 | 31-Dec-12 | |||||||||
Westin Atlanta Venture | (a) | Westin Atlanta Perimeter North | 57% | 10,982 | 11,978 | ||||||||
Hyatt French Quarter Venture | (b) | Hyatt New Orleans French Quarter | 80% | 4,873 | 12,968 | ||||||||
Long Beach Venture | (c) | DoubleTree Hotel Maya Long Beach Residence Inn Long Beach Downtown | — | - | 20,202 | ||||||||
$ | 15,855 | $ | 45,148 | ||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
Venture | 2013 | 2012 | 2013 | 2012 | |||||||||
Long Beach Venture (a) | $ | 1,928 | $ | 900 | $ | 2,601 | $ | 1,268 | |||||
Hyatt French Quarter Venture | -1,524 | 28 | -1,006 | 77 | |||||||||
Westin Atlanta Venture | -287 | - | -996 | - | |||||||||
$ | 117 | $ | 928 | $ | 599 | $ | 1,345 | ||||||
Financial Information Of Venture Properties | ' | ||||||||||||
September 30, 2013 | 31-Dec-12 | ||||||||||||
Real estate, net | $ | 80,509 | $ | 143,872 | |||||||||
Other assets | 13,492 | 21,620 | |||||||||||
Total assets | 94,001 | 165,492 | |||||||||||
Debt | -63,490 | -98,211 | |||||||||||
Other liabilities | -13,288 | -16,538 | |||||||||||
Total liabilities | -76,778 | -114,749 | |||||||||||
Members’ equity | $ | 17,223 | $ | 50,743 | |||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||
2013 (a) | 2012 | 2013 (a) | 2012 | ||||||||||
Revenues | $ | 7,967 | $ | 9,468 | $ | 37,352 | $ | 25,808 | |||||
Expenses | -9,491 | -9,550 | -40,473 | -27,197 | |||||||||
Gain on sale of real estate | |||||||||||||
Net loss | $ | -1,524 | $ | -82 | $ | -3,121 | $ | -1,389 | |||||
Risk_Management_and_Use_of_Der1
Risk Management and Use of Derivative Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Risk Management and Use of Derivative Financial Instruments | ' | ||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | ||||||||||||||||
Derivatives Designated | Asset Derivatives Fair Value at | Liability Derivatives Fair Value at | |||||||||||||||
as Hedging Instruments | Balance Sheet Location | September 30, 2013 | 31-Dec-12 | September 30, 2013 | 31-Dec-12 | ||||||||||||
Interest rate swaps | Other assets | $ | 505 | - | $ | - | $ | - | |||||||||
Interest rate swaps | Accounts payable, accrued expenses and other liabilities | - | - | -710 | -410 | ||||||||||||
$ | 505 | $ | - | $ | -710 | $ | -410 | ||||||||||
Schedule of Derivative Instruments | ' | ||||||||||||||||
Notional | Effective | Effective | Expiration | Fair Value at | |||||||||||||
Instrument | Type | Amount | Interest Rate | Date | Date | September 30, 2013 | |||||||||||
1-Month LIBOR | “Rollercoaster” swap | $ | 9,750 | 5.00% | May-12 | May-15 | $ | -104 | |||||||||
1-Month LIBOR | “Pay-fixed” swap | 51,500 | 4.60% | Dec-12 | Dec-17 | 505 | |||||||||||
1-Month LIBOR | “Pay-fixed” swap | 19,350 | 4.10% | Mar-13 | Mar-17 | -9 | |||||||||||
1-Month LIBOR | “Pay-fixed” swap | 44,000 | 4.10% | Jul-13 | Jul-18 | -597 | |||||||||||
$ | -205 | ||||||||||||||||
Ownership | |||||||||||||||||
Interest at | Notional | Effective | Expiration | Fair Value at | |||||||||||||
Description | September 30, 2013 | Type | Amount | Cap Rate | Date | Date | September 30, 2013 | ||||||||||
1-Month LIBOR | 57.00% | Interest rate cap | 35,000 | 1.00% | Oct-12 | Oct-15 | $ | 47 | |||||||||
1-Month LIBOR | 80.40% | “Pay-fixed” swap | 33,000 | N/A | Aug-13 | Aug-18 | -596 | ||||||||||
$ | -549 |
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Debt Disclosure | ' | |||||||||||||
Schedule of Debt | ' | |||||||||||||
Carrying Amount at | ||||||||||||||
Consolidated Hotels | Interest Rate | Rate Type | Current Maturity Date | September 30, 2013 | 31-Dec-12 | |||||||||
Hampton Inn Boston Braintree (a) (b) | 5.00% (c) | Variable | May-15 | $ | 9,703 | $ | 8,487 | |||||||
Lake Arrowhead Resort and Spa | 4.34% | Fixed | Jul-15 | 17,843 | 17,775 | |||||||||
Courtyard Pittsburgh Shadyside (a) (d) | 4.09% (c) | Variable | Mar-17 | 19,975 | - | |||||||||
Courtyard San Diego Mission Valley (a) | 4.60% (c) | Variable | Dec-17 | 51,500 | 51,500 | |||||||||
Hilton Southeast Portfolio: | ||||||||||||||
Hampton Inn Memphis Beale Street | 4.07% | Fixed | Mar-18 | 22,248 | - | |||||||||
Hampton Inn Atlanta Downtown | 4.12% | Fixed | Mar-18 | 13,600 | - | |||||||||
Hampton Inn Birmingham Colonnade | 4.12% | Fixed | Mar-18 | 9,400 | - | |||||||||
Hampton Inn Frisco Legacy Park | 4.12% | Fixed | Mar-18 | 9,200 | - | |||||||||
Hilton Garden Inn Baton Rouge Airport | 4.12% | Fixed | Mar-18 | 9,800 | - | |||||||||
Fairmont Sonoma Mission Inn & Spa | 4.13% (c) | Variable | Jul-18 | 44,000 | - | |||||||||
Hilton Garden Inn New Orleans French Quarter/CBD | 5.30% | Fixed | Jul-19 | 10,978 | 11,000 | |||||||||
Hutton Hotel Nashville | 5.25% | Fixed | Jul-20 | 44,000 | - | |||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | 4.49% | Fixed | Jun-23 | 80,000 | - | |||||||||
Marriott Raleigh City Center (e) | 4.61% | Fixed | Sep-38 | 51,500 | - | |||||||||
$ | 393,747 | $ | 88,762 | |||||||||||
Debt Maturity Schedule | ' | |||||||||||||
Years Ending December 31, | Total | |||||||||||||
2013 (remainder) | $ | 217 | ||||||||||||
2014 | 2,670 | |||||||||||||
2015 | (a) | 31,142 | ||||||||||||
2016 | 4,961 | |||||||||||||
2017 | 71,756 | |||||||||||||
Thereafter through 2023 | 283,159 | |||||||||||||
393,905 | ||||||||||||||
Unamortized discount | (b) | -158 | ||||||||||||
Total | $ | 393,747 | ||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Commitments and Contingencies Disclosure | ' | ||||||||||||||||
Schedule of Funding Commitments | ' | ||||||||||||||||
Original Funding Commitment at Acquisition | Less: Paid | Unpaid Commitment | (a) | Less: Amount Held in Escrow | Remaining Commitment | ||||||||||||
Hampton Inn Boston Braintree | $ | 1,869 | $ | -1,869 | $ | - | $ | - | $ | - | |||||||
Hilton Garden Inn New Orleans French Quarter/CBD | 3,470 | -2,599 | 871 | -799 | 72 | ||||||||||||
Lake Arrowhead Resort and Spa | 3,700 | -3,532 | 168 | - | 168 | ||||||||||||
Hilton Southeast Portfolio: | |||||||||||||||||
Hampton Inn Birmingham Colonnade | 212 | -20 | 192 | -192 | - | ||||||||||||
Hampton Inn Atlanta Downtown | 175 | -12 | 163 | -163 | - | ||||||||||||
Hampton Inn Memphis Beale Street | 1,075 | -564 | 511 | -511 | - | ||||||||||||
Hampton Inn Frisco Legacy Park | 1,276 | - | 1,276 | -1,276 | - | ||||||||||||
Hilton Garden Inn Baton Rouge Airport | 457 | -349 | 108 | -108 | - | ||||||||||||
Courtyard Pittsburgh Shadyside | 1,900 | -910 | 990 | - | 990 | ||||||||||||
Holiday Inn Manhattan 6th Avenue Chelsea | 2,519 | - | 2,519 | -2,519 | - | ||||||||||||
Fairmont Sonoma Mission Inn & Spa | 2,606 | -186 | 2,420 | - | 2,420 | ||||||||||||
Marriott Raleigh City Center | 2,500 | - | 2,500 | -2,500 | - | ||||||||||||
$ | 21,759 | $ | -10,041 | $ | 11,718 | $ | -8,068 | $ | 3,650 | ||||||||
Business_Narratives_Details
Business (Narratives) (Details) (USD $) | 9 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Business and Basis of Presentation | ' |
Capital interest ownership in operating partnership | 99.99% |
Special general partners interest | 0.02% |
Proceeds from issuance, initial public offering | $582.40 |
Equity Distributions | ' |
Daily distributions | $0.00 |
Daily distributions, cash | $0.00 |
Daily distributions, shares | $0.00 |
Annualized dividend rate | $0.60 |
Dividend payable date | '2013-10 |
Subsequent Event | ' |
Equity Distributions | ' |
Follow-on offering, authorized amount | $350 |
Business_Details_1
Business (Details 1) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-12 | Sep. 30, 2013 | Jun. 08, 2012 | Sep. 30, 2013 | Jul. 09, 2012 | Sep. 30, 2013 | Dec. 06, 2012 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Mar. 12, 2013 | Sep. 30, 2013 | 29-May-13 | Sep. 30, 2013 | Jun. 06, 2013 | Sep. 30, 2013 | Jul. 10, 2013 | Sep. 30, 2013 | Aug. 13, 2013 | Sep. 30, 2013 | Sep. 06, 2011 | Sep. 30, 2013 | Oct. 03, 2012 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Consolidated | Unconsolidated | Hampton Inn Boston Braintree | Hampton Inn Boston Braintree | Hilton Garden Inn New Orleans French Quarter/CBD | Hilton Garden Inn New Orleans French Quarter/CBD | Lake Arrowhead Resort Resort and Spa | Lake Arrowhead Resort Resort and Spa | Courtyard San Diego Mission Valley | Courtyard San Diego Mission Valley | Hampton Inn Atlanta Downtown | Hampton Inn Atlanta Downtown | Hampton Inn Frisco Legacy Park | Hampton Inn Frisco Legacy Park | Hampton Inn & Suites Memphis-Beale Street | Hampton Inn & Suites Memphis-Beale Street | Hampton Inn Birmingham Colonnade | Hampton Inn Birmingham Colonnade | Hilton Garden Inn Baton Rouge Airport | Hilton Garden Inn Baton Rouge Airport | Courtyard Pittsburgh Shadyside | Courtyard Pittsburgh Shadyside | Hutton Hotel Nashville | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | Marriott Raleigh City Center | Hyatt New Orleans French Quarter | Hyatt New Orleans French Quarter | Westin Atlanta Perimeter North | Westin Atlanta Perimeter North | Hawks Cay Resort |
quantity | quantity | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Unconsolidated | Unconsolidated | Unconsolidated | Unconsolidated | Consolidated | |
quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | quantity | Subsequent Event | |||||||||||||||||||
quantity | |||||||||||||||||||||||||||||||||||
Hotel Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
State | ' | ' | 'Massachusetts | ' | 'Louisiana | ' | 'California | ' | 'California | ' | 'Georgia | ' | 'Texas | ' | 'Tennessee | ' | 'Alabama | ' | 'Louisiana | ' | 'Pennsylvania | ' | 'Tennessee | ' | 'New York | ' | 'California | ' | 'North Carolina | ' | 'Louisiana | ' | 'Georgia | ' | ' |
Rooms | 2,611 | 626 | 103 | ' | 155 | ' | 173 | ' | 317 | ' | 119 | ' | 105 | ' | 144 | ' | 133 | ' | 131 | ' | 132 | ' | 247 | ' | 226 | ' | 226 | ' | 400 | ' | 254 | ' | 372 | ' | 177 |
Ownership interest, consolidated | ' | ' | 100.00% | ' | 88.00% | ' | 97.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 100.00% | ' | 75.00% | ' | 100.00% | ' | ' | ' | ' | ' | 100.00% |
Ownership interest, unconsolidated | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | 57.00% | ' | ' |
Our investments | $607,655 | $26,170 | ' | $12,500 | ' | $16,176 | ' | $24,039 | ' | $85,000 | ' | $18,000 | ' | $16,100 | ' | $30,000 | ' | $15,500 | ' | $15,000 | ' | $29,900 | ' | $73,600 | ' | $113,000 | ' | $76,647 | ' | $82,193 | ' | $13,000 | ' | $13,170 | $133,800 |
Acquisiton Date | ' | ' | 31-May-12 | ' | 8-Jun-12 | ' | 9-Jul-12 | ' | 6-Dec-12 | ' | 14-Feb-13 | ' | 14-Feb-13 | ' | 14-Feb-13 | ' | 14-Feb-13 | ' | 14-Feb-13 | ' | 12-Mar-13 | ' | 29-May-13 | ' | 6-Jun-13 | ' | 10-Jul-13 | ' | 13-Aug-13 | ' | 6-Sep-11 | ' | 3-Oct-12 | ' | ' |
Hotel Type | ' | ' | 'Select-service | ' | 'Select-service | ' | 'Full-service | ' | 'Select-service | ' | 'Select-service | ' | 'Select-service | ' | 'Select-service | ' | 'Select-service | ' | 'Select-service | ' | 'Select-service | ' | 'Full-service | ' | 'Full-service | ' | 'Full-service | ' | 'Full-service | ' | 'Full-service | ' | 'Full-service | ' | ' |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | ' | ' | ' | ' | ($274) | ($727) | ' |
Net Cash Provided by (Used in) Financing Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | ' | ' | ' | ' | 682,747 | 68,892 | ' |
Noncash Investing and Financing Activities | ' | ' | ' | ' | ' | ' | ' |
Asset management fees settled in shares | 329 | 55 | 805 | 143 | 1,583 | 296 | 490 |
As Reported | ' | ' | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | -319 | ' | -6,116 | -470 | ' | -987 | -5,850 |
Net Cash Provided by (Used in) Financing Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | 144,894 | ' | 388,748 | 49,499 | ' | 69,152 | 163,253 |
Adjustments | ' | ' | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | 275 | ' | 673 | 119 | ' | 260 | 412 |
Net Cash Provided by (Used in) Financing Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | -275 | ' | -673 | -119 | ' | -260 | -412 |
As Revised | ' | ' | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) operating activities | -44 | ' | -5,443 | -351 | ' | -727 | -5,438 |
Net Cash Provided by (Used in) Financing Activities | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by (used in) financing activities | $144,619 | ' | $388,075 | $49,380 | ' | $68,892 | $162,841 |
Agreements_and_Transactions_wi2
Agreements and Transactions with Related Parties (Narratives) (Details) (USD $) | 1 Months Ended | 9 Months Ended | |
Jan. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Agreements And Transactions With Related Parties | ' | ' | ' |
Percentage of fees earned by advisor paid to subadvisor | ' | 20.00% | ' |
Organization and Offering Costs | ' | ' | ' |
Organization and offering expense percent payable to the advisors | ' | 2.00% | ' |
Organization and offering costs due to the advisor | ' | $220,000 | $473,000 |
Selling, General and Administrative Expense | ' | ' | ' |
Selling commission per share sold | ' | $0.70 | ' |
Dealer revenue per share sold | ' | $0.30 | ' |
Organization and offering costs incurred | ' | 9,400,000 | ' |
Other Transactions with Affiliates | ' | ' | ' |
Approved line of credit | 50,000,000 | ' | ' |
Debt istrument, variable rate descprition | 'LIBOR plus 2% | ' | ' |
Debt instrument, basis spread on variable rate | 2.00% | ' | ' |
Asset Management Fees and Loan Refinancing Fees | ' | ' | ' |
Percentage of asset management fee (based on the aggregate average invested value of investments) | ' | 0.50% | ' |
Percentage disposition fee | ' | 1.50% | ' |
Loan refinancing fee percentage | ' | 1.00% | ' |
Common stock, shares outstanding | ' | 58,907,812 | 16,299,940 |
Excess Operating Expense Due from Advisor | ' | ' | ' |
Excess operating expense advances due back to the advisor | ' | $386,000 | $0 |
Available Cash Distribution | ' | ' | ' |
Percentage of available cash distribution | ' | 10.00% | ' |
General partners distribution percentage of net proceeds | ' | 15.00% | ' |
Advisor | ' | ' | ' |
Asset Management Fees and Loan Refinancing Fees | ' | ' | ' |
Common stock, shares outstanding | ' | 231,245 | ' |
Percentage of common stock owned | ' | 0.39% | ' |
Invested asset | ' | ' | ' |
Acquisition Fee | ' | ' | ' |
Percentage of acquisition fees | ' | 2.50% | ' |
Contract purchase price | Maximum | ' | ' | ' |
Acquisition Fee | ' | ' | ' |
Percentage of acquisition fees | ' | 6.00% | ' |
Average invested assets | ' | ' | ' |
Excess Operating Expense Due from Advisor | ' | ' | ' |
Percentage of operating expenses reimbursements | ' | 2.00% | ' |
Adjusted net income | ' | ' | ' |
Excess Operating Expense Due from Advisor | ' | ' | ' |
Percentage of operating expenses reimbursements | ' | 25.00% | ' |
Agreements_and_Transactions_wi3
Agreements and Transactions with Related Parties (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Amounts Included in Consolidated Statements of Operations: | ' | ' | ' | ' |
Acquisition fees | $4,072 | $634 | $12,427 | $1,505 |
Asset management fees | 833 | 171 | 1,783 | 358 |
Loan refinancing fees | 0 | 0 | 0 | 37 |
Personnel reimbursements | 342 | 175 | 974 | 563 |
Related party fees included in operating expenses | 5,247 | 980 | 15,184 | 2,463 |
Other transaction fees incurred: | ' | ' | ' | ' |
Selling commissions and dealer manager fees | 20,139 | 2,397 | 40,444 | 5,753 |
Offering costs | 2,080 | 517 | 6,247 | 1,236 |
Transaction fees incurred | $22,219 | $2,914 | $46,691 | $6,989 |
Agreements_and_Transactions_wi4
Agreements and Transactions with Related Parties (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Amounts Due to Affiliates: | ' | ' |
Organization and offering costs due to the advisor | $220 | $473 |
Excess operating expense advances due back to the advisor | 386 | 0 |
Other amounts due to the advisor | 800 | 280 |
Due to joint venture partners | 667 | 0 |
Other | ' | 94 |
Due to affiliates | 2,073 | 847 |
Amounts due from Affiliates: | ' | ' |
Due from joint venture partners | 0 | 368 |
Other | 9 | 30 |
Due from affiliates | $9 | $398 |
Net_Investment_in_Hotels_Narra
Net Investment in Hotels (Narratives) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Mar. 12, 2013 | 29-May-13 | Jun. 25, 2013 | Jun. 06, 2013 | Jul. 10, 2013 | Jul. 10, 2013 | Jul. 10, 2013 | Jul. 10, 2013 | Aug. 13, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Po forma net income loss | Pro forma net income loss attributable to CWI stockholders | In place lease | Hilton Southeast Portfolio | Courtyard Pittsburgh Shadyside | Hutton Hotel Nashville | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | Marriott Raleigh City Center | Marriott Raleigh City Center | |||||
property | Spa | Guest Rooms & Public Space | Venture Partner | Below-market ground lease | Below-market parking garage lease | ||||||||||||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Properties | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital contribution | ' | $482,743,000 | $29,176,000 | ' | ' | ' | ' | $94,600,000 | $29,900,000 | $73,600,000 | ' | $113,000,000 | $76,647,000 | ' | ' | ' | $82,193,000 | ' | ' |
Fair value of assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 91,800,000 | ' | ' | ' | ' | ' | ' |
Acquisition fees expensed | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | 1,800,000 | 2,200,000 | ' | 3,700,000 | 2,800,000 | ' | ' | ' | 2,700,000 | ' | ' |
Acquisition fees paid to advisor | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | 900,000 | 1,900,000 | ' | 3,000,000 | 1,900,000 | ' | ' | ' | 2,200,000 | ' | ' |
Commitment for capital expenditure | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | 1,900,000 | ' | ' | 2,500,000 | 2,600,000 | 800,000 | 1,800,000 | 8,400,000 | 2,500,000 | ' | ' |
Mortgage debt | ' | ' | ' | ' | ' | ' | ' | 64,500,000 | 21,000,000 | ' | 44,000,000 | 80,000,000 | 44,000,000 | ' | ' | ' | 51,500,000 | ' | ' |
Unused Mortgage | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renovation completion date | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | 31-Mar-14 | ' | ' | 30-Jun-14 | 31-Dec-13 | 30-Jun-14 | 31-Dec-13 | ' | 30-Jun-14 | ' | ' |
Real estate under construction | 3,950,000 | 3,950,000 | ' | 1,585,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 19,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized construction cost | 100,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mistatement adjustment | ' | ' | ' | ' | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per share affect of adjustment | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Overall impact on pro forma income | ' | ' | ' | ' | 1,100,000 | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Overall impact on pro forma income per share | ' | ' | ' | ' | ' | $0.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in joint venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' |
Preferred dividend | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.50% | ' | ' | ' | ' | ' | ' |
Cumulative dividend threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' |
Acquired intangible assets | $10,600,000 | $10,600,000 | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,000,000 | $1,500,000 |
Acquired intangible asset, weighted average useful life | ' | ' | ' | ' | ' | ' | '3 years 1 month 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '92 years 6 months | '92 years 6 months |
Net_Investment_in_Hotels_Detai
Net Investment in Hotels (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Net Investment in Hotels | ' | ' |
Buildings | $479,605 | $106,885 |
Building and site improvements | 8,140 | 2,570 |
Land | 98,650 | 23,555 |
Furniture, fixtures & equipment | 38,218 | 8,170 |
Construction in progress | 3,950 | 1,585 |
Hotels, at Cost | 628,563 | 142,765 |
Accumulated depreciation | -11,519 | -1,392 |
Net investments in hotels | $617,044 | $141,373 |
Net_Investment_in_Hotels_Detai1
Net Investment in Hotels (Details 2) (USD $) | 9 Months Ended | 0 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 14, 2013 | Mar. 12, 2013 | 29-May-13 | Jun. 06, 2013 | Jul. 10, 2013 | Aug. 13, 2013 |
Hilton Southeast Portfolio | Courtyard Pittsburgh Shadyside | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | |||
Acquisition consideration | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | $482,743 | $29,176 | $94,600 | $29,900 | $73,600 | $113,000 | $76,647 | $82,193 |
Assets Acquired at fair value | ' | ' | ' | ' | ' | ' | ' | ' |
Land | ' | ' | 16,050 | 3,515 | 7,850 | 30,023 | 17,657 | 0 |
Building | ' | ' | 71,906 | 25,484 | 59,990 | 81,333 | 66,423 | 67,541 |
Building and site improvement | ' | ' | 1,607 | 349 | 230 | 65 | ' | 1,004 |
Furniture, fixtures, and equipment | ' | ' | 5,008 | 534 | 5,500 | 1,579 | 7,670 | 3,881 |
Accounts receivable | ' | ' | 0 | 0 | 0 | 0 | 75 | 172 |
Other assets | ' | ' | 29 | 18 | 30 | 0 | 1,229 | 10,798 |
Liabilities assumed at fair value | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable, accrued expenses and other liabilities | ' | ' | 0 | 0 | 0 | 0 | -3,604 | -1,203 |
Contributions from noncontrolling interests | ' | ' | 0 | 0 | 0 | 0 | -12,803 | 0 |
Net assets acquired at fair value | ' | ' | $94,600 | $29,900 | $73,600 | $113,000 | $76,647 | $82,193 |
Net_Investment_in_Hotels_Detai2
Net Investment in Hotels (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 7 Months Ended | 4 Months Ended | 3 Months Ended | 2 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Hilton Southeast Portfolio | Pittsburgh Shadyside | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | |||||
Revenue and Earning after acquistion: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $41,014 | $5,868 | $73,328 | $6,778 | $14,610 | $3,889 | $8,064 | $5,602 | $10,495 | $2,906 |
Net Income | ($3,055) | $3,745 | ($15,415) | $1,520 | $3,171 | $1,077 | $1,870 | $2,000 | $2,123 | $564 |
Net_Investment_in_Hotels_Detai3
Net Investment in Hotels (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Pro Forma Financial Information | ' | ' | ' | ' |
Pro forma total revenues | $44,741 | $40,405 | $119,927 | $118,776 |
Pro forma net income (loss) | 1,795 | 438 | -1,352 | -14,745 |
Add: (Income) loss from continuing operations attributable to noncontrolling interests | -1,089 | 690 | 1,766 | 2,829 |
Pro forma income (loss) from continuing operations attributable to CWI stockholders | $706 | $1,128 | $414 | ($11,916) |
Pro forma income (loss) per share: | ' | ' | ' | ' |
Net income (loss) attributable to CWI stockholders | $0.01 | $0.04 | $0.01 | ($0.43) |
Pro forma weighted average shares outstanding | 50,938,677 | 28,659,596 | 39,391,497 | 28,018,156 |
Equity_Investment_in_Real_Esta2
Equity Investment in Real Estate (Narratives) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Jul. 17, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Long Beach Venture | Hyatt French Quarter Venture | Hyatt French Quarter Venture | |
Equity Method Investment, Financial Statement, Reported Amounts | ' | ' | ' |
Distrubutions from equity method investments (return of capital) | ' | $6.20 | $0.50 |
Ownership interest, unconsolidated | 49.00% | 80.00% | 80.00% |
Gain on sale of equity method investment | 1.8 | ' | ' |
Capitalized refinancing cost | ' | ' | 0.3 |
Other comprehensive loss on interest rate swap derivative | ' | ' | $0.60 |
Equity_Investment_in_Real_Esta3
Equity Investment in Real Estate (Details 1) (USD $) | Sep. 30, 2013 | Jul. 17, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Ownership interest in equity investments: | ' | ' | ' |
Equity Method Investments | $15,855 | ' | $45,148 |
Long Beach Venture | ' | ' | ' |
Ownership interest in equity investments: | ' | ' | ' |
Ownership interest, unconsolidated | ' | 49.00% | ' |
Equity Method Investments | 0 | ' | 20,202 |
Hyatt French Quarter Venture | ' | ' | ' |
Ownership interest in equity investments: | ' | ' | ' |
Ownership interest, unconsolidated | 80.00% | ' | ' |
Equity Method Investments | 4,873 | ' | 12,968 |
Westin Atlanta Venture | ' | ' | ' |
Ownership interest in equity investments: | ' | ' | ' |
Ownership interest, unconsolidated | 57.00% | ' | ' |
Equity Method Investments | $10,982 | ' | $11,978 |
Equity_Investment_in_Real_Esta4
Equity Investment in Real Estate (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income for Unconsolidated Hotels | ' | ' | ' | ' |
Net income from equity investments in real estate | $117 | $928 | $599 | $1,345 |
Long Beach Venture | ' | ' | ' | ' |
Income for Unconsolidated Hotels | ' | ' | ' | ' |
Net income from equity investments in real estate | 1,928 | 900 | 2,601 | 1,268 |
Hyatt French Quarter Venture | ' | ' | ' | ' |
Income for Unconsolidated Hotels | ' | ' | ' | ' |
Net income from equity investments in real estate | -1,524 | 28 | -1,006 | 77 |
Westin Atlanta Venture | ' | ' | ' | ' |
Income for Unconsolidated Hotels | ' | ' | ' | ' |
Net income from equity investments in real estate | ($287) | $0 | ($996) | $0 |
Equity_Investment_in_Real_Esta5
Equity Investment in Real Estate (Details 3) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Equity Method Investment, Summarized Financial Information | ' | ' |
Real estate, net | $80,509 | $143,872 |
Other assets | 13,492 | 21,620 |
Total assets | 94,001 | 165,492 |
Debt | -63,490 | -98,211 |
Other liabilities | -13,288 | -16,538 |
Total liabilities | -76,778 | -114,749 |
Members' equity | $17,223 | $50,743 |
Equity_Investment_in_Real_Esta6
Equity Investment in Real Estate (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Equity Method Investment, Summarized Financial Information, Income Statement | ' | ' | ' | ' |
Revenues | $7,967 | $9,468 | $37,352 | $25,808 |
Expenses | -9,491 | -9,550 | -40,473 | -27,197 |
Net (loss) income | ($1,524) | ($82) | ($3,121) | ($1,389) |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narratives) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Fair value valuation technique | ' |
Fair value measurements valuation techniques | 'We determined the estimated fair value using a discounted cash flow model with rates that take into account the interest rate risk. We also considered the value of the underlying collateral taking into account the quality of the collateral and the then-current interest rate. |
Risk_Management_and_Use_of_Der2
Risk Management and Use of Derivative Financial Instruments (Narratives) (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Risk Management and Use of Derivative Financial Instruments | ' | ' |
Derivative net liability position aggregate fair value | $0.80 | $0.40 |
Loss on contract termination for default | 0.8 | 0.5 |
Concentration Risk | ' | ' |
Amounts reported in OCI related to interest rate swaps to be reclassified to interest expense | 1.1 | ' |
Noncontrolling Interest | ' | ' |
Concentration Risk | ' | ' |
Amounts reported in OCI related to interest rate swaps to be reclassified to interest expense | $0.50 | ' |
Revenue | ' | ' |
Concentration Risk | ' | ' |
Concetration Risk | 69.50% | ' |
Net investments in hotels | ' | ' |
Concentration Risk | ' | ' |
Concetration Risk | 79.30% | ' |
Risk_Management_and_Use_of_Der3
Risk Management and Use of Derivative Financial Instruments (Details 1) (Designated as hedging, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value | ' | ' |
Derivative assets, fair value, net | $505 | $0 |
Derivative liability, fair value, net | -710 | -410 |
Interest rate swap | Other assets | ' | ' |
Derivatives, Fair Value | ' | ' |
Derivative assets, fair value, net | 505 | 0 |
Interest rate swap | Accounts payable, accrued expenses and other liabilities | ' | ' |
Derivatives, Fair Value | ' | ' |
Derivative liability, fair value, net | ($710) | ($410) |
Risk_Management_and_Use_of_Der4
Risk Management and Use of Derivative Financial Instruments (Details 2) (Designated as hedging, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Derivative | ' |
Fair Value | ($205) |
"Rollercoaster" swap | LIBOR | 1-month | May | 2012 | ' |
Derivative | ' |
Notional Amount | 9,750 |
Effective Interest Rates | 5.00% |
Effective Date | 1-May-12 |
Expiration Date | 31-May-15 |
Fair Value | -104 |
"Pay-fixed" swap | LIBOR | 1-month | ' |
Derivative | ' |
Notional Amount | 33,000 |
Effective Date | 1-Aug-13 |
Expiration Date | 31-Aug-18 |
"Pay-fixed" swap | LIBOR | 1-month | March | 2013 | ' |
Derivative | ' |
Notional Amount | 19,350 |
Effective Interest Rates | 4.10% |
Effective Date | 1-Mar-13 |
Expiration Date | 31-Mar-17 |
Fair Value | -9 |
"Pay-fixed" swap | LIBOR | 1-month | July | 2013 | ' |
Derivative | ' |
Notional Amount | 44,000 |
Effective Interest Rates | 4.10% |
Effective Date | 1-Jul-13 |
Expiration Date | 1-Jul-18 |
Fair Value | -597 |
"Pay-fixed" swap | LIBOR | 1-month | December | 2012 | ' |
Derivative | ' |
Notional Amount | 51,500 |
Effective Interest Rates | 4.60% |
Effective Date | 1-Dec-12 |
Expiration Date | 31-Dec-17 |
Fair Value | $505 |
Risk_Management_and_Use_of_Der5
Risk Management and Use of Derivative Financial Instruments (Details 3) (Designated as hedging, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Derivative Instrument Detail | ' |
Fair value | ($549) |
Interest rate cap | LIBOR | 1-month | ' |
Derivative Instrument Detail | ' |
Ownership interest, unconsolidated | 57.00% |
Notional Amount | 35,000 |
Cap rate | 1.00% |
Effective Date | 1-Oct-12 |
Expiration Date | 31-Oct-15 |
Fair value | 47 |
"Pay-fixed" swap | LIBOR | 1-month | ' |
Derivative Instrument Detail | ' |
Ownership interest, unconsolidated | 80.40% |
Notional Amount | 33,000 |
Effective Date | 1-Aug-13 |
Expiration Date | 31-Aug-18 |
Fair value | ($596) |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||
Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Hampton Inn Boston Braintree | Hampton Inn Boston Braintree | Hilton Southeast Portfolio | Hilton Southeast Portfolio | Pittsburgh Shadyside | Pittsburgh Shadyside | Pittsburgh Shadyside | Hutton Hotel Nashville | Hutton Hotel Nashville | Holiday Inn Manhattan 6th Avenue Chelsea | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | Marriott Raleigh City Center | Lake Arrowhead Resort Resort and Spa | Lake Arrowhead Resort Resort and Spa | |||||
Minimum | |||||||||||||||||||||
Mortgage debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of mortgage | ' | $393,747,000 | ' | $88,762,000 | $9,703,000 | $8,487,000 | ' | $64,500,000 | $19,975,000 | $0 | ' | $44,000,000 | $0 | $80,000,000 | $0 | $44,000,000 | $0 | $51,500,000 | $0 | $17,843,000 | $17,775,000 |
Effective Interest Rate | ' | ' | ' | ' | 5.00% | ' | ' | 4.10% | 4.09% | ' | ' | 5.25% | ' | 4.49% | ' | 4.13% | ' | 4.61% | ' | 4.34% | ' |
Debt instrument interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | 'The loan has an initial term of four years with a one-year extension option. The stated interest rate of one-month LIBOR with a floor of 0.5% plus 3.25% has effectively been fixed at approximately 4.1% through an interest rate swap agreement, maturing March 12, 2017. | ' | ' | 'The terms of the mortgage loan require monthly interest-only payments for 36 months, at which point the loan will amortize over a 30-year period with monthly principal and interest payments. The interest rate is fixed at 5.25% and the loan matures on July 1, 2020. | ' | 'The terms of the mortgage loan require monthly interest-only payments for 24 months, at which point the loan will amortize over a 30-year period with monthly principal and interest payments. The interest rate is fixed at 4.49% and the loan matures on June 6, 2023. | ' | 'The terms of the mortgage loan require monthly interest-only payments for 36 months, at which point the loan will amortize over a 40-year period with monthly interest and quarterly principal payments. The stated interest rate of one-month LIBOR plus 2.5% has effectively been fixed at approximately 4.1% through an interest rate swap agreement, maturing on July 10, 2018 | ' | 'The interest rate is fixed at 4.61% and the loan matures on September 1, 2038. The loan includes a call option by the lender, with the earliest such repayment date being September 1, 2018. | ' | ' | ' |
Debt instrument convenant compliance | ' | 'Pursuant to our mortgage loan agreements, we and our wholly-owned subsidiaries are subject to various operational and financial covenants. At September 30, 2013, we were in compliance with the applicable covenants for each of our mortgage loans. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, basis spread on variable rate | 2.00% | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | 0.50% | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' |
Mortgage commitment | ' | ' | ' | ' | 9,800,000 | ' | ' | ' | 21,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | 3,363,000 | 689,000 | ' | ' | ' | 900,000 | ' | 200,000 | ' | ' | 300,000 | ' | 1,100,000 | ' | 500,000 | ' | 400,000 | ' | ' | ' |
Mortgage outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 19,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unfunded commitment | ' | ' | ' | ' | 0 | ' | ' | ' | 990,000 | ' | ' | ' | ' | 0 | ' | 2,420,000 | ' | 0 | ' | 168,000 | ' |
Debt scheduled to mature in 2015 | ' | $31,142,000 | ' | ' | $9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,000,000 | ' |
Debt_Details_1
Debt (Details 1) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Hotel Details | ' | ' |
Carrying value of mortgage | $393,747 | $88,762 |
Hampton Inn Boston Braintree | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 5.00% | ' |
Type | 'Variable | ' |
Current Maturity Date | 31-May-15 | ' |
Carrying value of mortgage | 9,703 | 8,487 |
Lake Arrowhead Resort Resort and Spa | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.34% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Jul-15 | ' |
Carrying value of mortgage | 17,843 | 17,775 |
Courtyard Pittsburgh Shadyside | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.09% | ' |
Type | 'Variable | ' |
Current Maturity Date | 12-Mar-17 | ' |
Carrying value of mortgage | 19,975 | 0 |
Courtyard San Diego Mission Valley | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.60% | ' |
Type | 'Variable | ' |
Current Maturity Date | 31-Dec-17 | ' |
Carrying value of mortgage | 51,500 | 51,500 |
Hampton Inn & Suites Memphis-Beale Street | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.07% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Mar-18 | ' |
Carrying value of mortgage | 22,248 | 0 |
Hampton Inn Atlanta Downtown | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.12% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Mar-18 | ' |
Carrying value of mortgage | 13,600 | 0 |
Hampton Inn Birmingham Colonnade | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.12% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Mar-18 | ' |
Carrying value of mortgage | 9,400 | 0 |
Hampton Inn Frisco Legacy Park | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.12% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Mar-18 | ' |
Carrying value of mortgage | 9,200 | 0 |
Hilton Garden Inn Baton Rouge Airport | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.12% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 31-Mar-18 | ' |
Carrying value of mortgage | 9,800 | 0 |
Fairmont Sonoma Mission Inn and Spa | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.13% | ' |
Type | 'Variable | ' |
Current Maturity Date | 10-Jul-18 | ' |
Carrying value of mortgage | 44,000 | 0 |
Hilton Garden Inn New Orleans French Quarter/CBD | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 5.30% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 1-Jul-19 | ' |
Carrying value of mortgage | 10,978 | 11,000 |
Hutton Hotel Nashville | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 5.25% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 1-Jul-20 | ' |
Carrying value of mortgage | 44,000 | 0 |
Holiday Inn Manhattan 6th Avenue Chelsea | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.49% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 6-Jun-23 | ' |
Carrying value of mortgage | 80,000 | 0 |
Marriott Raleigh City Center | ' | ' |
Hotel Details | ' | ' |
Effective Interest Rate | 4.61% | ' |
Type | 'Fixed | ' |
Current Maturity Date | 1-Sep-38 | ' |
Carrying value of mortgage | $51,500 | $0 |
Debt_Details_2
Debt (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-term Debt, by Maturity | ' | ' |
2013 (remainder) | $217 | ' |
2014 | 2,670 | ' |
2015 | 31,142 | ' |
2016 | 4,961 | ' |
2017 | 71,756 | ' |
Thereafter through 2023 | 283,159 | ' |
Total Debt | 393,905 | ' |
Unamortized discount | -158 | ' |
Total loans payable | $393,747 | $88,762 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narratives) (Details) (USD $) | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2013 | Jul. 10, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | |
Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Hilton Southeast Portfolio | Accounts payable, accrued expenses and other liabilities | ||
Spa | Guest Rooms & Public Space | ||||||
Commitments and Contingencies Disclosure | ' | ' | ' | ' | ' | ' | ' |
Organization and offering expenses excluding selling commissions minimum | 2.00% | ' | ' | ' | ' | ' | ' |
Organization and offering expenses including selling commissions minimum | 15.00% | ' | ' | ' | ' | ' | ' |
Organization and offering costs incurred | $9,400,000 | ' | ' | ' | ' | ' | ' |
Reimbursed offering cost | 9,200,000 | ' | ' | ' | ' | ' | ' |
Funding Commitments | ' | ' | ' | ' | ' | ' | ' |
Contractual liabilities | ' | 2,420,000 | 2,606,000 | ' | ' | 3,200,000 | 2,500,000 |
Commitment for capital expenditure | ' | ' | ' | $800,000 | $1,800,000 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 1) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | 31-May-12 | Sep. 30, 2013 | Jun. 08, 2012 | Sep. 30, 2013 | Jul. 09, 2012 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Feb. 14, 2013 | Sep. 30, 2013 | Mar. 12, 2013 | Sep. 30, 2013 | Jun. 06, 2013 | Sep. 30, 2013 | Jul. 10, 2013 | Sep. 30, 2013 | Aug. 13, 2013 |
Hampton Inn Boston Braintree | Hampton Inn Boston Braintree | Hilton Garden Inn New Orleans French Quarter/CBD | Hilton Garden Inn New Orleans French Quarter/CBD | Lake Arrowhead Resort Resort and Spa | Lake Arrowhead Resort Resort and Spa | Hampton Inn Birmingham Colonnade | Hampton Inn Birmingham Colonnade | Hampton Inn Atlanta Downtown | Hampton Inn Atlanta Downtown | Hampton Inn & Suites Memphis-Beale Street | Hampton Inn & Suites Memphis-Beale Street | Hampton Inn Frisco Legacy Park | Hampton Inn Frisco Legacy Park | Hilton Garden Inn Baton Rouge Airport | Hilton Garden Inn Baton Rouge Airport | Courtyard Pittsburgh Shadyside | Courtyard Pittsburgh Shadyside | Holiday Inn Manhattan 6th Avenue Chelsea | Holiday Inn Manhattan 6th Avenue Chelsea | Fairmont Sonoma Mission Inn and Spa | Fairmont Sonoma Mission Inn and Spa | Marriott Raleigh City Center | Marriott Raleigh City Center | |
Funding Commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original funding Commitment | ' | $1,869 | ' | $3,470 | ' | $3,700 | ' | $212 | ' | $175 | ' | $1,075 | ' | $1,276 | ' | $457 | ' | $1,900 | ' | $2,519 | ' | $2,606 | ' | $2,500 |
Less: Paid | -1,869 | ' | -2,599 | ' | -3,532 | ' | -20 | ' | -12 | ' | -564 | ' | 0 | ' | -349 | ' | -910 | ' | 0 | ' | -186 | ' | 0 | ' |
Unpaid commitment at September 30, 2013 | 0 | 1,869 | 871 | 3,470 | 168 | 3,700 | 192 | 212 | 163 | 175 | 511 | 1,075 | 1,276 | 1,276 | 108 | 457 | 990 | 1,900 | 2,519 | 2,519 | 2,420 | 2,606 | 2,500 | 2,500 |
Less: Amount Held in Escrow | 0 | ' | -799 | ' | 0 | ' | -192 | ' | -163 | ' | -511 | ' | -1,276 | ' | -108 | ' | 0 | ' | -2,519 | ' | 0 | ' | -2,500 | ' |
Remaining Commitment | $0 | ' | $72 | ' | $168 | ' | $0 | ' | $0 | ' | $0 | ' | $0 | ' | $0 | ' | $990 | ' | $0 | ' | $2,420 | ' | $0 | ' |
Equity_Narrative_Details
Equity (Narrative) (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Stock-Based Payments | ' | ' |
Share based compensation expense | $126 | $173 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Consolidated | ' |
Hotel Statistics | ' |
Investment purchase price | $607,655,000 |
Rooms | 2,611 |
Subsequent Event | ' |
Hotel Statistics | ' |
Follow-on offering, authorized amount | 350,000,000 |
Hawks Cay Resort | Subsequent Event | Consolidated | ' |
Hotel Statistics | ' |
Investment purchase price | 133,800,000 |
Mortgage debt | $79,000,000 |
Rooms | 177 |
Investment ownership percentage | 100.00% |