Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document Entity Information | ||
Entity Registrant Name | Carey Watermark Investors 2 Inc | |
Entity Central Index Key | 1,609,471 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Common Class A | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 17,899,765 | |
Common Class T | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 27,162,955 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Investments in real estate: | ||
Hotels, at cost (inclusive of $318,345 and $133,002 respectively, attributable to variable interest entities, or VIEs) | $ 550,533 | $ 364,624 |
Accumulated depreciation (inclusive of $5,378 and $3,224, respectively, attributable to VIEs) | (9,174) | (5,359) |
Net investments in hotels | 541,359 | 359,265 |
Equity investment in real estate | 38,000 | 37,599 |
Cash (inclusive of $3,890 and $3,607, respectively, attributable to VIEs) | 119,615 | 51,081 |
Restricted cash (inclusive of $20,519 and $4,025, respectively, attributable to VIEs) | 25,023 | 11,741 |
Accounts receivable (inclusive of $5,957 and $2,994, respectively, attributable to VIEs) | 8,029 | 4,676 |
Other assets (inclusive of $3,157 and $2,728, respectively, attributable to VIEs) | 7,991 | 14,617 |
Total assets | 740,017 | 478,979 |
Liabilities: | ||
Non-recourse and limited-recourse debt, net (inclusive of $176,987 and $66,700, respectively, attributable to VIEs) | 318,224 | 207,888 |
Due to related parties and affiliates | 8,508 | 4,985 |
Accounts payable, accrued expenses and other liabilities (inclusive of $17,699 and $11,159, respectively, attributable to VIEs) | 24,391 | 18,068 |
Distributions payable | 3,908 | 1,846 |
Total liabilities | $ 355,031 | $ 232,787 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued | $ 0 | $ 0 |
Additional paid-in capital | 370,851 | 228,401 |
Distributions and accumulated losses | (22,718) | (15,109) |
Accumulated other comprehensive loss | (1,281) | (94) |
Total CWI 2 stockholders’ equity | 346,894 | 213,224 |
Noncontrolling interests | 38,092 | 32,968 |
Total equity | 384,986 | 246,192 |
Total liabilities and equity | 740,017 | 478,979 |
Common Class A | ||
Equity: | ||
Common stock | 17 | 11 |
Total equity | 17 | 11 |
Common Class T | ||
Equity: | ||
Common stock | 25 | 15 |
Total equity | $ 25 | $ 15 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Hotels, at cost | $ 550,533 | $ 364,624 |
Accumulated depreciation | 9,174 | 5,359 |
Cash | 119,615 | 51,081 |
Restricted cash | 25,023 | 11,741 |
Accounts receivable, net | 8,029 | 4,676 |
Other assets | 7,991 | 14,617 |
Liabilities | ||
Carrying value of debt | 318,224 | 207,888 |
Accounts payable, accrued expenses and other liabilities | $ 24,391 | $ 18,068 |
Equity: | ||
Preferred stock, par share value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, share issued | 0 | 0 |
Common Class A | ||
Equity: | ||
Common stock, par share value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 320,000,000 | 320,000,000 |
Common shares, outstanding | 17,058,300 | 10,792,296 |
Common Class T | ||
Equity: | ||
Common stock, par share value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common shares, outstanding | 25,267,808 | 14,983,012 |
Variable Interest Entity | ||
Assets | ||
Hotels, at cost | $ 318,345 | $ 133,002 |
Accumulated depreciation | 5,378 | 3,224 |
Cash | 3,890 | 3,607 |
Restricted cash | 20,519 | 4,025 |
Accounts receivable, net | 5,957 | 2,994 |
Other assets | 3,157 | 2,728 |
Liabilities | ||
Carrying value of debt | 176,987 | 66,700 |
Accounts payable, accrued expenses and other liabilities | $ 17,699 | $ 11,159 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Hotel Revenues | ||
Rooms | $ 18,141 | $ 0 |
Food and beverage | 9,960 | 0 |
Other operating revenue | 2,751 | 0 |
Total Hotel Revenues | 30,852 | 0 |
Hotel Expenses | ||
Rooms | 3,431 | 0 |
Food and beverage | 5,833 | 0 |
Other hotel operating expenses | 1,247 | 0 |
Sales and marketing | 2,700 | 0 |
General and administrative | 2,462 | 0 |
Property taxes, insurance, rent and other | 1,521 | 0 |
Repairs and maintenance | 951 | 0 |
Utilities | 910 | 0 |
Management fees | 1,092 | 0 |
Depreciation and amortization | 3,815 | 0 |
Total Hotel Expenses | 23,962 | 0 |
Other Operating Expenses | ||
Acquisition-related expenses | 4,866 | 167 |
Corporate general and administrative expenses | 1,014 | 261 |
Asset management fees to affiliate and other | 917 | 0 |
Other operating expenses | 6,797 | 428 |
Operating Income (Loss) | 93 | (428) |
Other Income and (Expenses) | ||
Interest expense | (2,916) | 0 |
Equity in earnings of equity method investment in real estate | 798 | 0 |
Other income and (expenses) | 9 | 0 |
Other Income and (Expenses) | (2,109) | 0 |
Loss from Operations Before Income Taxes | (2,016) | (428) |
Provision for income taxes | (30) | 0 |
Net Loss | (2,046) | (428) |
Income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $529 and $0, respectively) | (1,655) | 0 |
Net Loss Attributable to CWI 2 Stockholders | (3,701) | (428) |
Common Class A | ||
Other Income and (Expenses) | ||
Net Loss Attributable to CWI 2 Stockholders | $ (1,497) | $ (428) |
Basic and diluted weighted-average shares outstanding (shares) | 14,398,254 | 157,424 |
Basic and diluted loss per share (usd per share) | $ (0.10) | $ (2.72) |
Distributions Declared Per Share (usd per share) | $ 0.1500 | $ 0 |
Common Class T | ||
Other Income and (Expenses) | ||
Net Loss Attributable to CWI 2 Stockholders | $ (2,204) | $ 0 |
Basic and diluted weighted-average shares outstanding (shares) | 21,063,401 | 0 |
Basic and diluted loss per share (usd per share) | $ (0.10) | $ 0 |
Distributions Declared Per Share (usd per share) | $ 0.1264 | $ 0 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Available cash distribution | $ 529 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (2,046) | $ (428) |
Other Comprehensive Loss | ||
Other comprehensive loss before reclassifications — unrealized loss on derivative instruments | (1,344) | 0 |
Amounts reclassified from accumulated other comprehensive loss to Interest expense — derivative instruments | 155 | 0 |
Comprehensive Loss | (3,235) | (428) |
Amounts Attributable to Noncontrolling Interests | ||
Net income | (1,655) | 0 |
Change in unrealized loss on derivative instruments | 2 | 0 |
Comprehensive income attributable to noncontrolling interests | (1,653) | 0 |
Comprehensive Loss Attributable to CWI 2 Stockholders | $ (4,888) | $ (428) |
Consolidated Statements of Equi
Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Distributions and Accumulated Losses | Accumulated Other Comprehensive Loss | Total CWI 2 Stockholders’ Equity | Noncontrolling Interest | Common Class A | Common Class T |
Beginning balance, value at Dec. 31, 2014 | $ 92 | $ 200 | $ (108) | $ 92 | ||||
Beginning balance, shares at Dec. 31, 2014 | 22,222 | |||||||
Statement of Equity | ||||||||
Net (loss) income | (428) | (428) | (428) | |||||
Contributions from noncontrolling interests | 300 | $ 300 | ||||||
Ending balance, value at Mar. 31, 2015 | (36) | 200 | (536) | (336) | 300 | |||
Ending balance, shares at Mar. 31, 2015 | 22,222 | |||||||
Beginning balance, value at Dec. 31, 2015 | 246,192 | 228,401 | $ (15,109) | (94) | 213,224 | 32,968 | $ 11 | $ 15 |
Beginning balance, shares at Dec. 31, 2015 | 10,792,296 | 14,983,012 | ||||||
Statement of Equity | ||||||||
Net (loss) income | (2,046) | (3,701) | (3,701) | 1,655 | ||||
Shares issued, net of offering costs, value | 141,801 | 141,785 | 141,801 | $ 6 | $ 10 | |||
Shares issued, net of offering costs, shares | 6,186,874 | 10,261,446 | ||||||
Shares issued to affiliates, value | 672 | 672 | 672 | |||||
Shares issued to affiliates, shares | 64,724 | |||||||
Contributions from noncontrolling interests | 4,000 | 4,000 | ||||||
Distributions to noncontrolling interests | (529) | (529) | ||||||
Shares issued under share incentive plans | 27 | 27 | 27 | |||||
Stock dividends issued, value | 0 | |||||||
Stock dividends issued, shares | 17,391 | 23,754 | ||||||
Distributions declared ($0.1500 and $0.1264 per share to Class A and Class T, respectively) | (3,908) | (3,908) | (3,908) | |||||
Other comprehensive loss: | ||||||||
Change in net unrealized loss on derivative instruments | (1,189) | (1,187) | (1,187) | (2) | ||||
Repurchase of shares, value | (34) | (34) | (34) | |||||
Repurchase of shares, shares | (2,985) | (404) | ||||||
Ending balance, value at Mar. 31, 2016 | $ 384,986 | $ 370,851 | $ (22,718) | $ (1,281) | $ 346,894 | $ 38,092 | $ 17 | $ 25 |
Ending balance, shares at Mar. 31, 2016 | 17,058,300 | 25,267,808 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Common Class A | ||
Statement of Equity | ||
Distributions Declared Per Share (usd per share) | $ 0.1500 | $ 0 |
Common Class T | ||
Statement of Equity | ||
Distributions Declared Per Share (usd per share) | $ 0.1264 | $ 0 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows — Operating Activities | ||
Net (loss) income | $ (2,046) | $ (428) |
Adjustments to net loss: | ||
Depreciation and amortization | 3,815 | 0 |
Asset management fees to affiliates settled in shares | 771 | 0 |
Equity in earnings of equity method investment in real estate in excess of distributions received | (401) | 0 |
Amortization of stock-based compensation | 27 | 0 |
Amortization of deferred key money, deferred financing costs and other | 11 | 0 |
Receipt of key money and other deferred incentive payments | 375 | 0 |
Increase in due to related parties and affiliates | 121 | 1,933 |
Net changes in other assets and liabilities | (193) | (1,505) |
Net Cash Provided by Operating Activities | 2,480 | 0 |
Cash Flows — Investing Activities | ||
Acquisitions of hotels | (179,921) | 0 |
Funds placed in escrow | (23,473) | 0 |
Funds released from escrow | 7,407 | 0 |
Deposits released for hotel investments | 5,541 | 0 |
Capital expenditures | (5,122) | 0 |
Net Cash Used in Investing Activities | (195,568) | 0 |
Cash Flows — Financing Activities | ||
Proceeds from issuance of shares, net of offering costs | 149,761 | 0 |
Proceeds from mortgage financing | 111,300 | 0 |
Proceeds from notes payable to affiliate | 20,000 | 0 |
Repayment of notes payable to affiliate | (20,000) | 0 |
Contributions from noncontrolling interests | 4,000 | 300 |
Distributions paid | (1,846) | 0 |
Deferred financing costs | (1,064) | 0 |
Distributions to noncontrolling interests | (529) | 0 |
Net Cash Provided by Financing Activities | 261,622 | 300 |
Change in Cash During the Period | ||
Net increase in cash | 68,534 | 300 |
Cash, beginning of period | 51,081 | 200 |
Cash, end of period | $ 119,615 | $ 500 |
Business
Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Organization Carey Watermark Investors 2 Incorporated, or CWI 2, together with its consolidated subsidiaries, is a publicly-owned, non-listed real estate investment trust, or REIT, formed as a Maryland corporation in May 2014 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. We conduct substantially all of our investment activities and own all of our assets through CWI 2 OP, LP, or the 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 2, LLC, or Carey Watermark Holdings 2, which is owned indirectly by W. P. Carey Inc., or WPC, holds a special general partner interest in the Operating Partnership. We are managed by Carey Lodging Advisors, LLC, or our Advisor, an indirect subsidiary of WPC. Our Advisor manages our overall portfolio, including providing oversight and strategic guidance to the independent hotel operators that manage our hotels. The Subadvisor, CWA 2, LLC, a subsidiary of Watermark Capital Partners, provides services to our 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 Michael G. Medzigian, our chief executive officer, subject to the approval of our independent directors. We held ownership interests in five hotels at March 31, 2016 . See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 — Portfolio Overview for a complete listing of the hotels that we consolidate, or our Consolidated Hotels, and the hotel that we record as an equity investment, or our Unconsolidated Hotel, at March 31, 2016 . Public Offering On February 9, 2015, our Registration Statement on Form S-11 (File No. 333-196681), covering an initial public offering of up to $1.4 billion of Class A shares, was declared effective by the SEC under the Securities Act of 1933, as amended, or the Securities Act. The Registration Statement also covered the offering of up to $600.0 million of Class A shares pursuant to our distribution reinvestment plan, or DRIP. On April 1, 2015, we filed an amended Registration Statement to include Class T shares in our initial public offering and under our DRIP, which was declared effective by the SEC on April 13, 2015, allowing for the sales of Class A and Class T shares, in any combination, of up to $1.4 billion in the initial public offering and up to $600.0 million through our DRIP. Our initial public offering is being offered on a “best efforts” basis by Carey Financial, LLC, or Carey Financial, an affiliate of our Advisor, and other selected dealers. On May 15, 2015, aggregate subscription proceeds for our Class A and Class T common stock exceeded the minimum offering amount of $2.0 million and we began to admit stockholders. From May 22, 2014, which we refer to as our Inception, through March 31, 2016 , we raised offering proceeds of $166.5 million from our Class A common stock and $237.5 million from our Class T common stock. During the same period, we also raised $0.7 million and $0.9 million through our DRIP from our Class A and Class T common stock, respectively. We intend to use the net proceeds of the offering to acquire, own and manage a portfolio of interests in lodging and lodging-related properties. While our core strategy is focused on the lodging industry, we may also invest in other real estate property sectors. We currently intend to sell shares through our initial public offering until March 31, 2017. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation Our interim consolidated financial statements have been prepared 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 generally accepted accounting principles in the United States, or 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 financial position, results of operations 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, 2015 , which are included in our 2015 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 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. For purposes of determining the weighted-average number of shares of Class A and Class T common stock outstanding, amounts for the three months ended March 31, 2016 and 2015 have been adjusted to treat stock distributions declared and effective through the date of this Report as if they were outstanding as of January 1, 2015. Basis of Consolidation Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. On January 1, 2016, we adopted the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Update, or ASU, 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , as described in the Recent Accounting Pronouncements section below, which amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a variable interest entity, or VIE, and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Certain decision-making rights within a loan or joint-venture agreement can cause us to consider an entity a VIE. Limited partnerships and other similar entities which operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We performed this analysis on all of our subsidiary entities following the guidance in ASU 2015-02 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, at March 31, 2016, we considered three entities VIEs, two of which we consolidate and one of which we account for as an equity investment, and have reflected the assets and liabilities of these consolidated VIEs parenthetically on our consolidated balance sheets. As part of this assessment, we determined that two entities that were previously classified as voting interest entities should now be classified as VIEs as of January 1, 2016 and therefore included in our VIE disclosure. However, there was no change in determining whether or not we consolidate these entities as a result of the new guidance. We elected to retrospectively adopt ASU 2015-02, which resulted in changes to our VIE disclosures within the consolidated balance sheets. There were no other changes to our consolidated balance sheets or results of operations for the period presented. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. On January 1, 2016, we adopted ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30) as described in the Recent Accounting Pronouncements section below. ASU 2015-03 changes the presentation of debt issuance costs, which were previously recognized as an asset and requires that they be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, we reclassified $0.8 million of deferred financing costs from Other assets to Non-recourse and limited-recourse debt, net as of December 31, 2015. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance modifies disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year, beginning in 2018, with early adoption permitted but not before 2017, the original public company effective date. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. In February 2015 , the FASB issued ASU 2015-02, Consolidation (Topic 810). ASU 2015-02 amends the current consolidation guidance, including modification of the guidance for evaluating whether limited partnerships and similar legal entities are VIEs or voting interest entities. The guidance does not amend the existing disclosure requirements for VIEs or voting interest model entities. The guidance, however, modified the requirements to qualify under the voting interest model. Under the revised guidance, ASU 2015-02 requires an entity to classify a limited liability company or a limited partnership as a VIE unless the partnership provides partners with either substantive kick-out rights or substantive participating rights over the managing member or general partner. Refer to the discussion in the Basis of Consolidation section above. In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30). ASU 2015-03 changes the presentation of debt issuance costs, which were previously recognized as an asset, and requires that they be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not affect the recognition and measurement guidance for debt issuance costs. ASU 2015-03 is effective for periods beginning after December 15, 2015 and retrospective application is required. We adopted ASU 2015-03 on January 1, 2016 and have disclosed the reclassification of our debt issuance costs in the Reclassifications section above. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, early adoption is permitted and prospective application is required for adjustments that are identified after the effective date of this update. We elected to early adopt ASU 2015-16 and implemented the standard prospectively beginning July 1, 2015. The adoption and implementation of the standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Additionally, the new standard requires extensive quantitative and qualitative disclosures. ASU 2016-02 is effective for U.S. GAAP public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; for all other entities, the final lease standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application will be permitted for all entities. The new standard must be adopted using a modified retrospective transition of the new guidance and provides for certain practical expedients. Transition will require application of the new model at the beginning of the earliest comparative period presented. We are evaluating the impact of the new standard and have not yet determined if it will have a material impact on our business or our consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815) : Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. ASU 2016-05 clarifies that a change in counterparty to a derivative contract in and of itself, does not require the dedesignation of a hedging relationship. ASU 2016-05 is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted and entities have the option of adopting this guidance on a prospective basis to new derivative contracts or on a modified retrospective basis. We elected to early adopt ASU 2-16-05 on January 1, 2016 on a prospective basis and there was no impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323). ASU 2016-07 simplifies the transition to the equity method of accounting. ASU 2016-07 eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Instead, the equity method of accounting will be applied prospectively from the date significant influence is obtained. The new standard should be applied prospectively for investments that qualify for the equity method of accounting in interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt this standard as of January 1, 2016. The adoption of this standard had no impact on our consolidated financial statements. |
Agreements and Transactions wit
Agreements and Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Agreements and Transactions with Related Parties | Agreements and Transactions with Related Parties Agreements with Our Advisor and Affiliates We have an advisory agreement with our Advisor to perform certain services for us under a fee arrangement, including managing our overall business and our offering; the identification, evaluation, negotiation, purchase and disposition of lodging and lodging-related properties; and the performance of certain administrative duties. The agreement that is currently in effect will expire on December 31, 2016, unless renewed pursuant to its terms. Our Advisor also has a subadvisory agreement with the Subadvisor, whereby our Advisor pays 25% of the fees that it earns under the advisory agreement and Available Cash Distributions and 30% of the subordinated incentive distributions to the Subadvisor and the Subadvisor provides certain services to us, as discussed below. The following tables present a summary of fees we paid and expenses we reimbursed to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended March 31, 2016 2015 Amounts Included in the Consolidated Statements of Operations To our Advisor: Acquisition fees $ 4,674 $ — Asset management fees 771 — Available Cash Distribution 529 — Personnel and overhead reimbursements 445 29 Interest expense 18 — Accretion of interest on annual distribution and shareholder servicing fee 14 — $ 6,451 $ 29 Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 9,896 $ — Organization and offering costs 1,037 69 $ 10,933 $ 69 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): March 31, 2016 December 31, 2015 Amounts Due to Related Parties and Affiliates To our Advisor: Organization and offering costs $ 601 $ 454 Reimbursable costs 399 215 Other 280 186 To Others: Due to Carey Financial 7,228 2,598 Due to CWI 1 — 1,521 Other — 11 $ 8,508 $ 4,985 Acquisition Fees to our Advisor Our Advisor receives acquisition fees of 2.5% of the total investment cost of the properties acquired, as defined in our advisory agreement described above. The total fees to be paid may not exceed 6% of the aggregate contract purchase price of all investments, as measured over a period specified in our advisory agreement. Asset Management Fees, Disposition Fees and Loan Refinancing Fees We pay our Advisor an annual asset management fee equal to 0.55% of the aggregate average market value of our investments. Our Advisor is also entitled to receive disposition fees of up to 1.5% of the contract sales price of a property, as well as a loan refinancing fee of up to 1.0% of the principal amount of a refinanced loan, if certain described conditions in the advisory agreement are met. If our Advisor elects to receive all or a portion of its fees in shares of our common stock, the number of shares issued is determined by dividing the dollar amount of fees by our most recently published estimated net asset value, or NAV, per share for Class A shares (while before our NAV was published, we used our offering price for Class A shares of $10.00 per share). For the three months ended March 31, 2016 , our Advisor elected to receive its fees in shares of our Class A common stock rather than in cash. For the three months ended March 31, 2016 , $0.7 million in asset management fees were settled in shares of our common stock. There were no such fees during the three months ended March 31, 2015 . At March 31, 2016 , our Advisor owned 164,638 shares ( 1.0% ) of our outstanding Class A common stock. Asset management fees are included in Asset management fees to affiliate and other in the consolidated financial statements. During the three months ended March 31, 2016 and 2015 , we had not paid any disposition fees or loan refinancing fees. Notes Payable to WPC and Other Transactions with Affiliates In April 2015, our board of directors and the board of directors of WPC approved unsecured loans to us and our affiliate, Carey Watermark Investors Incorporated, or CWI 1, another lodging fund advised by our Advisor, of up to an aggregate of $110.0 million , at an interest rate equal to the rate at which WPC is able to borrow funds under its senior unsecured credit facility, for the purpose of facilitating acquisitions, approved by our respective investment committees, that we might not otherwise have sufficient available funds to complete. As of December 31, 2015, CWI 1’s access to these unsecured loans was terminated, and as a result, the entire $110.0 million was available to be borrowed by us. Any such loans are solely at the discretion of WPC’s management. On January 20, 2016, we borrowed $20.0 million from WPC at London Interbank Offered Rate, or LIBOR, plus 1.1% with a maturity date of February 17, 2016, which we used to fund, in part, the acquisition of the Seattle Marriott Bellevue ( Note 4 ). This loan was repaid in full on February 10, 2016 using proceeds from our initial public offering. The interest expense on this note payable to our affiliate is included in Interest expense on the consolidated statements of operations. At March 31, 2016 , $110.0 million was available to be borrowed from WPC by us. Organization and Offering Costs Pursuant to our advisory agreement, we are liable for certain expenses related to our public offering, including filing, legal, accounting, printing, advertising, transfer agent and escrow fees, which are deducted from the gross proceeds of the offering. We reimburse Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that are supported by a detailed and itemized invoice. The total underwriting compensation to Carey Financial and selected dealers in connection with the offering cannot exceed limitations prescribed by the Financial Industry Regulatory Authority, Inc. Our Advisor will be reimbursed for all organization expenses and offering costs incurred in connection with our offering (excluding selling commissions and the dealer manager fees) limited to 4% of the gross proceeds from the offering if the gross proceeds are less than $500.0 million , 2% of the gross proceeds from the offering if the gross proceeds are $500.0 million or more but less than $750.0 million , and 1.5% of the gross proceeds from the offering if the gross proceeds are $750.0 million or more. Through March 31, 2016 , our Advisor incurred organization and offering costs on our behalf of approximately $5.7 million , all of which we were obligated to pay. Unpaid costs of $0.6 million were included in Due to affiliates in the consolidated financial statements at March 31, 2016 . During the offering period, costs incurred in connection with raising of capital are recorded as deferred offering costs. Upon receipt of offering proceeds, we charge the deferred offering costs to stockholders’ equity. During the three months ended March 31, 2016 , $1.3 million of deferred offering costs were charged to stockholders’ equity. Personnel and Overhead Reimbursements/Reimbursable Costs Pursuant to the subadvisory agreement, after we reimburse our Advisor, it will subsequently reimburse the Subadvisor for personnel costs and other charges. The Subadvisor provides us with the services of Michael G. Medzigian, our chief executive officer, subject to the approval of our board of directors. In addition, pursuant to the advisory agreement, we reimburse our Advisor for the actual cost of personnel allocable to their time devoted to providing administrative services to us, as well as rent expense. These reimbursements are included in Corporate general and administrative expenses and Due to related parties and affiliates in the consolidated financial statements and are being settled in cash. We have also granted restricted stock units to employees of the Subadvisor pursuant to our 2016 Equity Incentive Plan. Available Cash Distributions Carey Watermark Holdings 2 will receive 10% of Available Cash Distributions, as defined in the limited partnership agreement of the Operating Partnership. The limited partnership agreement of the Operating Partnership also provides Carey Watermark Holdings 2 with an interest in subordinated disposition proceeds and subordinated listing distributions. Pursuant to the subadvisory agreement, our Advisor will pay 25% of the fees that it earns under the advisory agreement and Available Cash Distributions and 30% of the subordinated incentive distributions to the Subadvisor. Other Amounts Due to Advisor At March 31, 2016 , other amounts due to our Advisor primarily represent asset management fees payable. Selling Commissions and Dealer Manager Fees We have a dealer manager agreement with Carey Financial, whereby Carey Financial receives a selling commission, for the Class A and Class T common stock. Until we adjusted our offering prices in March 2016, Carey Financial received a selling commission of up to $0.70 and $0.19 per share sold and a dealer manager fee of up to $0.30 and $0.26 per share sold for the Class A and Class T common stock, respectively. After we adjusted our offering prices in March 2016, Carey Financial receives a selling commission of $0.82 and $0.22 and a dealer manager fee of $0.35 and $0.30 per share sold for the Class A and Class T common stock, respectively. The selling commissions are re-allowed and a portion of the dealer manager fees may be re-allowed to selected dealers. These amounts are recorded in Additional paid-in capital in the consolidated financial statements. Carey Financial also receives an annual distribution and shareholder servicing fee in connection with our Class T common stock, which it may re-allow to selected dealers. The amount of the shareholder servicing fee is 1.0% of the amount of our NAV per Class T share (while before our NAV was published, the fee was 1.0% of the selling price per share for the Class T common stock in our initial public offering). The shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the shareholder servicing fee after the sixth anniversary of the end of the quarter in which the initial public offering terminates, and the fees may end sooner if the total underwriting compensation that is paid in respect of the offering reaches 10.0% of the gross offering proceeds or if we undertake a liquidity event, as described in our prospectus, before that sixth anniversary. During the three months ended March 31, 2016, $5.0 million of distribution and shareholder servicing fees were charged to stockholders’ equity. At March 31, 2016 , the estimated liability for the present value of the future distribution and shareholder servicing fee payable to Carey Financial, which is included in Due to related parties and affiliates, with an offset to Additional paid-in capital, was $7.2 million . Jointly-Owned Investments At March 31, 2016 , we owned interests in two jointly-owned investments with CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne, an Unconsolidated Hotel ( Note 5 ). |
Net Investments in Hotels
Net Investments in Hotels | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Net Investments in Hotels | Net Investments in Hotels Net investments in hotels are summarized as follows (in thousands): March 31, 2016 December 31, 2015 Buildings $ 443,515 $ 294,352 Land 67,400 47,900 Furniture, fixtures and equipment 28,263 16,496 Building and site improvements 886 815 Construction in progress 10,469 5,061 Hotels, at cost 550,533 364,624 Less: Accumulated depreciation (9,174 ) (5,359 ) Net investments in hotels $ 541,359 $ 359,265 2016 Acquisition During the three months ended March 31, 2016 , we acquired one hotel, which was considered to be a business combination. We refer to this investment as our 2016 Acquisition. Seattle Marriott Bellevue On January 22, 2016, we acquired a 95.4% interest in the Seattle Marriott Bellevue hotel from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities and noncontrolling interest, with a fair value totaling $175.9 million , as detailed in the table that follows. The remaining 4.6% interest is retained by the original owner. The original owners’ contribution, which is held in a restricted cash account, was in the form of a $4.0 million Net Operating Interest, or NOI, Guarantee Reserve, which guarantees minimum predetermined NOI amounts to us over a period of approximately four years. The 384 -room hotel is located in Bellevue, Washington. The hotel continues to be managed by HEI Hotels & Resorts. In connection with this acquisition, we expensed acquisition costs of $5.2 million (of which $4.8 million was expensed during the three months ended March 31, 2016 and $0.4 million was expensed during the year ended December 31, 2015), including acquisition fees of $4.7 million paid to our Advisor. We obtained a limited-recourse mortgage loan on the property of $100.0 million upon acquisition ( Note 8 ). In addition, the equity portion of our investment was financed, in part, by a loan of $20.0 million from WPC, which was fully repaid in February 2016 ( Note 3 ). The following tables present a summary of assets acquired and liabilities assumed in this business combination, at the date of acquisition, and revenues and earnings thereon, since the respective date of acquisition through March 31, 2016 (in thousands): Seattle Marriott Bellevue (a) Acquisition Date January 22, 2016 Cash consideration $ 175,921 Assets acquired at fair value: Building $ 149,111 Land 19,500 Furniture, fixtures and equipment 11,600 Accounts receivable 176 Other assets 388 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (854 ) Contribution from noncontrolling interest at fair value (4,000 ) Net assets acquired at fair value $ 175,921 From Acquisition Date Through March 31, 2016 Revenues $ 5,801 Income from operations before income taxes $ 1,268 ___________ (a) 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. Pro Forma Financial Information The following unaudited consolidated pro forma financial information presents our financial results as if our acquisition of the Seattle Marriott Bellevue, and the new financing related to this acquisition, had occurred on July 14, 2015, the opening date of the acquired hotel. This transaction was accounted for as a business combination. The pro forma financial information is not necessarily indicative of what the actual results would have been had the acquisition actually occurred on July 14, 2015, nor does it purport to represent the results of operations for future periods. (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2016 2015 Pro forma total revenues $ 31,696 $ — Pro forma net income (loss) $ 2,193 $ (428 ) Pro forma income attributable to noncontrolling interests (1,655 ) — Pro forma net income (loss) attributable to CWI 2 stockholders $ 538 $ (428 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 242 $ (428 ) Basic and diluted pro forma weighted-average shares outstanding 16,477,263 157,424 Basic and diluted pro forma income (loss) per share $ 0.01 $ (2.72 ) Pro forma income per Class T share: Net income attributable to CWI 2 stockholders $ 296 $ — Basic and diluted pro forma weighted-average shares outstanding 21,063,401 — Basic and diluted pro forma income per share $ 0.01 $ — The pro forma weighted-average shares outstanding were determined as if the number of shares issued in our initial public offering in order to raise the funds used for our 2016 Acquisition were issued on July 14, 2015. We assumed that we would have issued Class A shares to raise such funds. All acquisition costs for the hotel acquired during the three months ended March 31, 2016 are presented as if they were incurred on July 14, 2015. Construction in Progress At March 31, 2016 and December 31, 2015 , construction in progress, recorded at cost, was $10.5 million and $5.1 million , respectively, and in each case related primarily to planned renovations at the Marriott Sawgrass Golf Resort & Spa ( Note 9 ). We capitalize interest expense and certain other costs, such as property taxes, property insurance and hotel incremental labor costs, related to hotels undergoing major renovations. We capitalized $0.1 million during the three months ended March 31, 2016 . No such costs were capitalized during the three months ended March 31, 2015 . During the three months ended March 31, 2016 , accrued capital expenditures increased by $0.5 million , representing non-cash investing activity. |
Equity Investments in Real Esta
Equity Investments in Real Estate | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments in Real Estate | Equity Investment in Real Estate At March 31, 2016 , we owned an equity interest in one Unconsolidated Hotel, together with CWI 1 and an unrelated third party. We do not control the venture that owns this hotel, but we exercise significant influence over it. We account for this investment 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 our Advisor that we incur and other-than-temporary impairment charges, 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 if the venture’s capital structure gives different rights and priorities to its investors. We have priority returns on our equity method investment. Therefore, we follow the hypothetical liquidation at book value method in determining our share of the venture’s earnings or losses for the reporting period as this method better reflects our claim on the venture’s book value at the end of each reporting period. Earnings for our equity method investment are recognized in accordance with the related investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. The following table sets forth our ownership interest in our equity investment in real estate and its carrying value. The carrying value of this venture is affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotel State Number of Rooms % Owned Our Initial Investment (a) Acquisition Date Hotel Type Renovation Status at March 31, 2016 Carrying Value at March 31, 2016 December 31, 2015 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort Planned Future $ 38,000 $ 37,599 ___________ (a) This amount represents purchase price plus capitalized costs, inclusive of fees paid to our Advisor, at the time of acquisition. (b) CWI 1 acquired a 47.4% interest in the venture on the same date. The remaining 33.3% interest is retained by the original owner. The number of rooms presented includes 156 condo-hotel units that participate in the resort rental program. This investment is considered a VIE ( Note 2 ). (c) We received cash distributions of $0.4 million from this investment during the three months ended March 31, 2016 . At both March 31, 2016 and December 31, 2015, the unamortized basis differences on our equity investment were $1.8 million . Net amortization of the basis differences reduced the carrying value of our equity investment by less than $0.1 million for the three months ended March 31, 2016 . No such amortization was recognized during the three months ended March 31, 2015. The following table sets forth our share of equity in earnings from our Unconsolidated Hotel, which is based on the hypothetical liquidation at book value model as well as amortization adjustments related to basis differentials from acquisitions of investments (in thousands): Three Months Ended March 31, Unconsolidated Hotel 2016 2015 Ritz-Carlton Key Biscayne Venture $ 798 $ — No other-than-temporary impairment charges were recognized during either the three months ended March 31, 2016 or 2015 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 caps and swaps that 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 ( Note 7 ). We did not have any transfers into or out of Level 1, Level 2 and Level 3 measurements during the three months ended March 31, 2016 or 2015 . Gains and losses (realized and unrealized) included in earnings are reported in Other income and (expenses) in the consolidated financial statements. Our non-recourse and limited-recourse debt, which we have classified as Level 3, had a carrying value of $318.2 million and $207.9 million at March 31, 2016 and December 31, 2015 , respectively, and an estimated fair value of $320.7 million and $209.4 million at March 31, 2016 and December 31, 2015 , 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 other financial assets and liabilities had fair values that approximated their carrying values at both March 31, 2016 and December 31, 2015 . |
Risk Management and Use of Deri
Risk Management and Use of Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management and Use of Derivative Financial Instruments | Risk Management and Use of Derivative Financial Instruments 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. Derivative Financial Instruments When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates. We have not entered into, and do not plan to enter into, financial instruments for trading or speculative purposes. In addition to entering into derivative instruments 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 a counterparty to a hedging arrangement defaulting 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 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 loss until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of any derivative 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 March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Interest rate caps Other assets $ 8 $ 24 $ — $ — Interest rate swap Accounts payable, accrued expenses and other liabilities — — (1,173 ) — $ 8 $ 24 $ (1,173 ) $ — 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 in our consolidated financial statements. At both March 31, 2016 and December 31, 2015 , no cash collateral had been posted nor received for any of our derivative positions. We recognized an unrealized loss of $1.3 million in Other comprehensive loss on derivative in connection with our interest rate swap and caps during the three months ended March 31, 2016 . No such loss was recognized during the three months ended March 31, 2015 . We reclassified $0.2 million of losses from Other comprehensive loss on derivatives into Interest expense during the three months ended March 31, 2016 . No such losses were reclassified during the three months ended March 31, 2015 . Amounts reported in Other comprehensive loss related to our interest rate swap and caps will be reclassified to Interest expense as interest payments are made on our variable-rate debt. At March 31, 2016 , we estimated that $0.7 million will be reclassified as Interest expense during the next 12 months related to our interest rate swap and caps. 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 and limited-recourse mortgage loans and, as a result, may enter into interest rate swap or cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a 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 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 swap and caps that we had outstanding on our Consolidated Hotels at March 31, 2016 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Face Fair Value at Interest Rate Derivatives Instruments Amount March 31, 2016 Interest rate caps 2 $ 120,000 $ 8 Interest rate swap 1 100,000 (1,173 ) $ (1,165 ) Credit Risk-Related Contingent Features We measure our credit exposure on a counterparty basis as the net positive aggregate estimated fair value of our derivatives, net of any collateral received. No collateral was received as of March 31, 2016 . At March 31, 2016 , our total credit exposure and the maximum exposure to any single counterparty were both less than $0.1 million . Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At March 31, 2016 , we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $1.2 million at March 31, 2016 , which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions at March 31, 2016 , we could have been required to settle our obligations under these agreements at their aggregate termination value of $1.3 million . We had no derivatives that were in a net liability position at December 31, 2015 . |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents the non-recourse and limited-recourse debt, net on our Consolidated Hotels (dollars in thousands): Carrying Amount at Consolidated Hotels Interest Rate Rate Type Current Maturity Date March 31, 2016 December 31, 2015 Courtyard Nashville Downtown (a) (b) 3.44% Variable 5/2019 $ 41,546 $ 41,509 Marriott Sawgrass Golf Resort & Spa (a) 4.29% Variable 11/2019 78,000 66,700 Seattle Marriott Bellevue (a) (b) 3.88% Variable 1/2020 98,987 — Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,691 99,679 $ 318,224 $ 207,888 ___________ (a) These mortgage loans have variable interest rates, which have effectively been capped or converted to fixed rates through the use of interest rate caps or swaps ( Note 7 ). The interest rates presented for these mortgage loans reflect the rate in effect at March 31, 2016 through the use of an interest rate cap or swap, when applicable. (b) These mortgage loans each have a one-year extension option, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. Most of our mortgage loan agreements contain “lock-box” provisions, which permit the lender to access or sweep a hotel’s excess cash flow and would be triggered under limited circumstances, including the failure to maintain minimum debt service coverage ratios. If a provision were triggered, we would generally be permitted to spend an amount equal to our budgeted hotel operating expenses, taxes, insurance and capital expenditure reserves for the relevant hotel. The lender would then hold all excess cash flow after the payment of debt service in an escrow account until certain performance hurdles are met. Financing Activity During 2016 In connection with our acquisition of the Seattle Marriott Bellevue hotel, we obtained a limited-recourse mortgage loan of $100.0 million , with a floating interest rate of LIBOR plus 2.7% , which has effectively been fixed at approximately 3.9% through an interest rate swap agreement. The loan is interest-only for 36 months and has a maturity date of January 22, 2020. We recognized $1.1 million of deferred financing costs related to this loan. We drew down a total of $11.3 million on the Marriott Sawgrass Golf Resort & Spa mortgage loan for renovations at the hotel. Covenants Pursuant to our mortgage loan agreements, our consolidated subsidiaries are subject to various operational and financial covenants, including minimum debt service coverage ratios. At March 31, 2016 , we were in compliance with the applicable covenants for each of our mortgage loans. Scheduled Debt Principal Payments Scheduled debt principal payments during the remainder of 2016, each of the next four calendar years following December 31, 2016 and thereafter are as follows (in thousands): Years Ending December 31, Total 2016 (remainder) $ — 2017 640 2018 960 2019 122,282 2020 99,773 Thereafter through 2022 96,345 320,000 Deferred financing costs (a) (1,776 ) Total $ 318,224 ___________ (a) In accordance with ASU 2015-03, we reclassified deferred financing costs from Other assets to Non-recourse and limited-recourse debt, net, as of December 31, 2015 ( Note 2 ). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At March 31, 2016 , we were not involved in any 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. Pursuant to our advisory agreement, we are liable for certain expenses related to our initial public offering, including filing, legal, accounting, printing, advertising, transfer agent and escrow fees, which are deducted from the gross proceeds of the offering. We reimburse Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that are supported by a detailed and itemized invoice. The total underwriting compensation to Carey Financial and selected dealers in connection with the offering cannot exceed limitations prescribed by the Financial Industry Regulatory Authority, Inc. Our Advisor will be reimbursed for all organization expenses and offering costs incurred in connection with our offering (excluding selling commissions and the dealer manager fees) limited to 4% of the gross proceeds from the offering if the gross proceeds are less than $500.0 million , 2% of the gross proceeds from the offering if the gross proceeds are $500.0 million or more but less than $750.0 million , and 1.5% of the gross proceeds from the offering if the gross proceeds are $750.0 million or more. Through March 31, 2016 , our Advisor incurred organization and offering costs on our behalf of approximately $5.7 million , all of which we were obligated to pay. Unpaid costs of $0.6 million were included in Due to affiliates in the consolidated financial statements at March 31, 2016 . Renovation Commitments Certain of our hotel franchise and loan 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 beyond our original investment. At March 31, 2016 , three hotels were either undergoing renovation or in the planning stage of renovations, and we currently expect that two will be completed during the second half of 2016 and one will be completed during the first half of 2017. The following table summarizes our capital commitments related to our Consolidated Hotels (in thousands): March 31, 2016 December 31, 2015 Capital commitments $ 27,100 $ 27,100 Less: paid (9,202 ) (4,390 ) Unpaid commitments 17,898 22,710 Less: amounts in cash or restricted cash designated for renovations (17,898 ) (9,607 ) Unfunded commitments $ — $ 13,103 |
Loss Per Share and Equity
Loss Per Share and Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Loss Per Share and Equity | Loss Per Share and Equity Loss Per Share The following table presents loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 14,398,254 $ (1,497 ) $ (0.10 ) 157,424 $ (428 ) $ (2.72 ) Class T common stock 21,063,401 (2,204 ) (0.10 ) — — — Net loss attributable to CWI 2 stockholders $ (3,701 ) $ (428 ) The allocation of Net loss attributable to CWI 2 is calculated based on the weighted-average shares outstanding for Class A common stock and Class T common stock for each respective period. For the three months ended March 31, 2016 , the allocation for the Class A common stock excludes the accretion of interest on the annual distribution and shareholder servicing fee of less than $0.1 million , which is only applicable to holders of Class T common stock ( Note 3 ). Distributions During the first quarter of 2016, our board of directors declared daily distributions of $0.0016483 and $0.0013887 per share for our Class A and Class T common stock, respectively. The distributions are comprised of $0.0013736 and $0.0011291 payable in cash, respectively, and $0.0002747 and $0.0002596 payable in shares of our Class A and Class T common stock, respectively, to stockholders of record on each day of the quarter and were paid on April 15, 2016 in the aggregate amount of $3.9 million . |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our interim consolidated financial statements have been prepared 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 generally accepted accounting principles in the United States, or GAAP. |
Basis of Consolidation | Basis of Consolidation Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. |
Recently Adopted Accounting Policy | On January 1, 2016, we adopted the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Update, or ASU, 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , as described in the Recent Accounting Pronouncements section below, which amends the current consolidation guidance, including introducing a separate consolidation analysis specific to limited partnerships and other similar entities. When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a variable interest entity, or VIE, and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. We apply accounting guidance for consolidation of VIEs to certain entities in which the equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Certain decision-making rights within a loan or joint-venture agreement can cause us to consider an entity a VIE. Limited partnerships and other similar entities which operate as a partnership will be considered a VIE unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review the contractual arrangements provided for in the partnership agreement or other related contracts to determine whether the entity is considered a VIE, and to establish whether we have any variable interests in the VIE. We then compare our variable interests, if any, to those of the other variable interest holders to determine which party is the primary beneficiary of the VIE based on whether the entity (i) has the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We performed this analysis on all of our subsidiary entities following the guidance in ASU 2015-02 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, at March 31, 2016, we considered three entities VIEs, two of which we consolidate and one of which we account for as an equity investment, and have reflected the assets and liabilities of these consolidated VIEs parenthetically on our consolidated balance sheets. As part of this assessment, we determined that two entities that were previously classified as voting interest entities should now be classified as VIEs as of January 1, 2016 and therefore included in our VIE disclosure. However, there was no change in determining whether or not we consolidate these entities as a result of the new guidance. We elected to retrospectively adopt ASU 2015-02, which resulted in changes to our VIE disclosures within the consolidated balance sheets. There were no other changes to our consolidated balance sheets or results of operations for the period presented. On January 1, 2016, we adopted ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30) as described in the Recent Accounting Pronouncements section below. ASU 2015-03 changes the presentation of debt issuance costs, which were previously recognized as an asset and requires that they be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, we reclassified $0.8 million of deferred financing costs from Other assets to Non-recourse and limited-recourse debt, net as of December 31, 2015. |
New Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additionally, this guidance modifies disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year, beginning in 2018, with early adoption permitted but not before 2017, the original public company effective date. We are currently evaluating the impact of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. In February 2015 , the FASB issued ASU 2015-02, Consolidation (Topic 810). ASU 2015-02 amends the current consolidation guidance, including modification of the guidance for evaluating whether limited partnerships and similar legal entities are VIEs or voting interest entities. The guidance does not amend the existing disclosure requirements for VIEs or voting interest model entities. The guidance, however, modified the requirements to qualify under the voting interest model. Under the revised guidance, ASU 2015-02 requires an entity to classify a limited liability company or a limited partnership as a VIE unless the partnership provides partners with either substantive kick-out rights or substantive participating rights over the managing member or general partner. Refer to the discussion in the Basis of Consolidation section above. In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30). ASU 2015-03 changes the presentation of debt issuance costs, which were previously recognized as an asset, and requires that they be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not affect the recognition and measurement guidance for debt issuance costs. ASU 2015-03 is effective for periods beginning after December 15, 2015 and retrospective application is required. We adopted ASU 2015-03 on January 1, 2016 and have disclosed the reclassification of our debt issuance costs in the Reclassifications section above. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement period adjustments retrospectively. Instead, an acquirer will recognize a measurement period adjustment during the period in which it determines the amount of the adjustment, including the effect on earnings of any amounts it would have recorded in previous periods if the accounting had been completed at the acquisition date. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, early adoption is permitted and prospective application is required for adjustments that are identified after the effective date of this update. We elected to early adopt ASU 2015-16 and implemented the standard prospectively beginning July 1, 2015. The adoption and implementation of the standard did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 outlines a new model for accounting by lessees, whereby their rights and obligations under substantially all leases, existing and new, would be capitalized and recorded on the balance sheet. For lessors, however, the accounting remains largely unchanged from the current model, with the distinction between operating and financing leases retained, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Additionally, the new standard requires extensive quantitative and qualitative disclosures. ASU 2016-02 is effective for U.S. GAAP public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; for all other entities, the final lease standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application will be permitted for all entities. The new standard must be adopted using a modified retrospective transition of the new guidance and provides for certain practical expedients. Transition will require application of the new model at the beginning of the earliest comparative period presented. We are evaluating the impact of the new standard and have not yet determined if it will have a material impact on our business or our consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815) : Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships. ASU 2016-05 clarifies that a change in counterparty to a derivative contract in and of itself, does not require the dedesignation of a hedging relationship. ASU 2016-05 is effective for fiscal years beginning after December 15, 2016, including interim periods within those years. Early adoption is permitted and entities have the option of adopting this guidance on a prospective basis to new derivative contracts or on a modified retrospective basis. We elected to early adopt ASU 2-16-05 on January 1, 2016 on a prospective basis and there was no impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323). ASU 2016-07 simplifies the transition to the equity method of accounting. ASU 2016-07 eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment. Instead, the equity method of accounting will be applied prospectively from the date significant influence is obtained. The new standard should be applied prospectively for investments that qualify for the equity method of accounting in interim and annual periods beginning after December 15, 2016. Early adoption is permitted and we elected to early adopt this standard as of January 1, 2016. The adoption of this standard had no impact on our consolidated financial statements. |
Equity Method Investments in Real Estate | 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 if the venture’s capital structure gives different rights and priorities to its investors. We have priority returns on our equity method investment. Therefore, we follow the hypothetical liquidation at book value method in determining our share of the venture’s earnings or losses for the reporting period as this method better reflects our claim on the venture’s book value at the end of each reporting period. Earnings for our equity method investment are recognized in accordance with the related investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. |
Derivatives | 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 loss until the hedged item is recognized in earnings. The ineffective portion of the change in fair value of any derivative is immediately recognized in earnings. |
Fair Value of Financial Instruments | 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 caps and swaps that 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 ( Note 7 ). |
Agreements and Transactions w21
Agreements and Transactions with Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables present a summary of fees we paid and expenses we reimbursed to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended March 31, 2016 2015 Amounts Included in the Consolidated Statements of Operations To our Advisor: Acquisition fees $ 4,674 $ — Asset management fees 771 — Available Cash Distribution 529 — Personnel and overhead reimbursements 445 29 Interest expense 18 — Accretion of interest on annual distribution and shareholder servicing fee 14 — $ 6,451 $ 29 Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 9,896 $ — Organization and offering costs 1,037 69 $ 10,933 $ 69 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): March 31, 2016 December 31, 2015 Amounts Due to Related Parties and Affiliates To our Advisor: Organization and offering costs $ 601 $ 454 Reimbursable costs 399 215 Other 280 186 To Others: Due to Carey Financial 7,228 2,598 Due to CWI 1 — 1,521 Other — 11 $ 8,508 $ 4,985 |
Net Investments in Hotels (Tabl
Net Investments in Hotels (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate [Abstract] | |
Schedule of Hotel Properties | Net investments in hotels are summarized as follows (in thousands): March 31, 2016 December 31, 2015 Buildings $ 443,515 $ 294,352 Land 67,400 47,900 Furniture, fixtures and equipment 28,263 16,496 Building and site improvements 886 815 Construction in progress 10,469 5,061 Hotels, at cost 550,533 364,624 Less: Accumulated depreciation (9,174 ) (5,359 ) Net investments in hotels $ 541,359 $ 359,265 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (a) 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. The following tables present a summary of assets acquired and liabilities assumed in this business combination, at the date of acquisition, and revenues and earnings thereon, since the respective date of acquisition through March 31, 2016 (in thousands): Seattle Marriott Bellevue (a) Acquisition Date January 22, 2016 Cash consideration $ 175,921 Assets acquired at fair value: Building $ 149,111 Land 19,500 Furniture, fixtures and equipment 11,600 Accounts receivable 176 Other assets 388 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (854 ) Contribution from noncontrolling interest at fair value (4,000 ) Net assets acquired at fair value $ 175,921 |
Schedule Of Revenues and Net Income | From Acquisition Date Through March 31, 2016 Revenues $ 5,801 Income from operations before income taxes $ 1,268 |
Pro Forma Information | The following unaudited consolidated pro forma financial information presents our financial results as if our acquisition of the Seattle Marriott Bellevue, and the new financing related to this acquisition, had occurred on July 14, 2015, the opening date of the acquired hotel. This transaction was accounted for as a business combination. The pro forma financial information is not necessarily indicative of what the actual results would have been had the acquisition actually occurred on July 14, 2015, nor does it purport to represent the results of operations for future periods. (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2016 2015 Pro forma total revenues $ 31,696 $ — Pro forma net income (loss) $ 2,193 $ (428 ) Pro forma income attributable to noncontrolling interests (1,655 ) — Pro forma net income (loss) attributable to CWI 2 stockholders $ 538 $ (428 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 242 $ (428 ) Basic and diluted pro forma weighted-average shares outstanding 16,477,263 157,424 Basic and diluted pro forma income (loss) per share $ 0.01 $ (2.72 ) Pro forma income per Class T share: Net income attributable to CWI 2 stockholders $ 296 $ — Basic and diluted pro forma weighted-average shares outstanding 21,063,401 — Basic and diluted pro forma income per share $ 0.01 $ — |
Equity Investments in Real Es23
Equity Investments in Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments [Table Text Block] | The following table sets forth our ownership interest in our equity investment in real estate and its carrying value. The carrying value of this venture is affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotel State Number of Rooms % Owned Our Initial Investment (a) Acquisition Date Hotel Type Renovation Status at March 31, 2016 Carrying Value at March 31, 2016 December 31, 2015 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort Planned Future $ 38,000 $ 37,599 ___________ (a) This amount represents purchase price plus capitalized costs, inclusive of fees paid to our Advisor, at the time of acquisition. (b) CWI 1 acquired a 47.4% interest in the venture on the same date. The remaining 33.3% interest is retained by the original owner. The number of rooms presented includes 156 condo-hotel units that participate in the resort rental program. This investment is considered a VIE ( Note 2 ). (c) We received cash distributions of $0.4 million from this investment during the three months ended March 31, 2016 . At both March 31, 2016 and December 31, 2015, the unamortized basis differences on our equity investment were $1.8 million . Net amortization of the basis differences reduced the carrying value of our equity investment by less than $0.1 million for the three months ended March 31, 2016 . No such amortization was recognized during the three months ended March 31, 2015. The following table sets forth our share of equity in earnings from our Unconsolidated Hotel, which is based on the hypothetical liquidation at book value model as well as amortization adjustments related to basis differentials from acquisitions of investments (in thousands): Three Months Ended March 31, Unconsolidated Hotel 2016 2015 Ritz-Carlton Key Biscayne Venture $ 798 $ — |
Risk Management and Use of De24
Risk Management and Use of Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments on our Consolidated Hotels | 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 March 31, 2016 December 31, 2015 March 31, 2016 December 31, 2015 Interest rate caps Other assets $ 8 $ 24 $ — $ — Interest rate swap Accounts payable, accrued expenses and other liabilities — — (1,173 ) — $ 8 $ 24 $ (1,173 ) $ — |
Schedule of Derivative Instruments | The interest rate swap and caps that we had outstanding on our Consolidated Hotels at March 31, 2016 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Face Fair Value at Interest Rate Derivatives Instruments Amount March 31, 2016 Interest rate caps 2 $ 120,000 $ 8 Interest rate swap 1 100,000 (1,173 ) $ (1,165 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the non-recourse and limited-recourse debt, net on our Consolidated Hotels (dollars in thousands): Carrying Amount at Consolidated Hotels Interest Rate Rate Type Current Maturity Date March 31, 2016 December 31, 2015 Courtyard Nashville Downtown (a) (b) 3.44% Variable 5/2019 $ 41,546 $ 41,509 Marriott Sawgrass Golf Resort & Spa (a) 4.29% Variable 11/2019 78,000 66,700 Seattle Marriott Bellevue (a) (b) 3.88% Variable 1/2020 98,987 — Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,691 99,679 $ 318,224 $ 207,888 ___________ (a) These mortgage loans have variable interest rates, which have effectively been capped or converted to fixed rates through the use of interest rate caps or swaps ( Note 7 ). The interest rates presented for these mortgage loans reflect the rate in effect at March 31, 2016 through the use of an interest rate cap or swap, when applicable. (b) These mortgage loans each have a one-year extension option, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. |
Debt Maturity Schedule | Scheduled debt principal payments during the remainder of 2016, each of the next four calendar years following December 31, 2016 and thereafter are as follows (in thousands): Years Ending December 31, Total 2016 (remainder) $ — 2017 640 2018 960 2019 122,282 2020 99,773 Thereafter through 2022 96,345 320,000 Deferred financing costs (a) (1,776 ) Total $ 318,224 ___________ (a) In accordance with ASU 2015-03, we reclassified deferred financing costs from Other assets to Non-recourse and limited-recourse debt, net, as of December 31, 2015 ( Note 2 ). |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Funding Commitments | At March 31, 2016 , three hotels were either undergoing renovation or in the planning stage of renovations, and we currently expect that two will be completed during the second half of 2016 and one will be completed during the first half of 2017. The following table summarizes our capital commitments related to our Consolidated Hotels (in thousands): March 31, 2016 December 31, 2015 Capital commitments $ 27,100 $ 27,100 Less: paid (9,202 ) (4,390 ) Unpaid commitments 17,898 22,710 Less: amounts in cash or restricted cash designated for renovations (17,898 ) (9,607 ) Unfunded commitments $ — $ 13,103 |
Loss Per Share and Equity (Tabl
Loss Per Share and Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Earnings Per Share | The following table presents loss per share (in thousands, except share and per share amounts): Three Months Ended March 31, 2016 Three Months Ended March 31, 2015 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 14,398,254 $ (1,497 ) $ (0.10 ) 157,424 $ (428 ) $ (2.72 ) Class T common stock 21,063,401 (2,204 ) (0.10 ) — — — Net loss attributable to CWI 2 stockholders $ (3,701 ) $ (428 ) |
Business (Narratives) (Details)
Business (Narratives) (Details) | 22 Months Ended | |||
Mar. 31, 2016USD ($)property | May. 15, 2015USD ($) | Apr. 13, 2015USD ($) | Feb. 09, 2015USD ($) | |
Business | ||||
Capital interest ownership in operating partnership | 99.985% | |||
Number of real estate properties | property | 5 | |||
Common stock maximum offering amount | $ 1,400,000,000 | |||
Common stock, maximum authorized under dividend reinvestment plan | $ 600,000,000 | |||
Initial minimum offering amount | $ 2,000,000 | |||
Common Class A | ||||
Business | ||||
Common stock maximum offering amount | $ 1,400,000,000 | |||
Common stock, maximum authorized under dividend reinvestment plan | $ 600,000,000 | |||
Proceeds from issuance initial public offering | $ 166,500,000 | |||
Proceeds from follow on offering | 700,000 | |||
Common Class T | ||||
Business | ||||
Proceeds from issuance initial public offering | 237,500,000 | |||
Proceeds from follow on offering | $ 900,000 |
Basis of Presentation (Narrativ
Basis of Presentation (Narratives) (Details) $ in Thousands | Mar. 31, 2016USD ($)vie | Dec. 31, 2015USD ($) |
Basis of Presentation | ||
Variable interest entities, count | 3 | |
Deferred financing costs | $ | $ 1,776 | |
Accounting Standards Update 2015-02 | ||
Basis of Presentation | ||
Variable interest entities, count | 2 | |
Other assets | Accounting Standards Update 2015-03 | ||
Basis of Presentation | ||
Deferred financing costs | $ | $ (800) | |
Non Recourse Debt | Accounting Standards Update 2015-03 | ||
Basis of Presentation | ||
Deferred financing costs | $ | $ 800 | |
Consolidated Entities | ||
Basis of Presentation | ||
Variable interest entities, count | 2 | |
Equity Method Investee | ||
Basis of Presentation | ||
Variable interest entities, count | 1 |
Agreements and Transactions w30
Agreements and Transactions with Related Parties (Narratives) (Details) - USD ($) | Jan. 20, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 |
Related Party Transaction | ||||||
Percentage of fees earned by advisor paid to subadvisor | 25.00% | |||||
Subordinated incentive distribution | 30.00% | |||||
Percentage of asset management fees | 0.55% | |||||
Percentage of subordinated disposition fees | 1.50% | |||||
Loan refinancing fee, percentage | 1.00% | |||||
Asset management fees settled in shares, value | $ 700,000 | $ 0 | ||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | $ 110,000,000 | ||||
Notes payable, related party | $ 20,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 110,000,000 | |||||
Cumulative offering costs incurred though inception | 5,700,000 | |||||
Unpaid organization and offering costs | 601,000 | 454,000 | ||||
Deferred offering costs | $ 1,300,000 | |||||
Percentage of available cash distribution to advisor | 10.00% | |||||
Underwriting compensation limit | 10.00% | |||||
Shareholder servicing fee charged to equity | $ 5,000,000 | |||||
Due to related parties and affiliates | $ 8,508,000 | $ 4,985,000 | ||||
Common Class A | ||||||
Related Party Transaction | ||||||
NAV | $ 10 | |||||
Common shares, outstanding | 17,058,300 | 22,222 | 10,792,296 | 22,222 | ||
Common Class T | ||||||
Related Party Transaction | ||||||
Common shares, outstanding | 25,267,808 | 14,983,012 | ||||
LIBOR | ||||||
Related Party Transaction | ||||||
Stated interest rate | 1.10% | |||||
Advisor | ||||||
Related Party Transaction | ||||||
Common shares, outstanding | 164,638 | |||||
Percentage of common stock held by related party | 1.00% | |||||
Carey Financial | ||||||
Related Party Transaction | ||||||
Due to related parties and affiliates | $ 7,228,000 | $ 2,598,000 | ||||
Carey Financial | Common Class A | ||||||
Related Party Transaction | ||||||
Selling commission fee | $ 0.82 | |||||
Dealer manager fee | 0.35 | |||||
Carey Financial | Common Class A | Previously Reported | ||||||
Related Party Transaction | ||||||
Selling commission fee | 0.70 | |||||
Dealer manager fee | 0.30 | |||||
Carey Financial | Common Class T | ||||||
Related Party Transaction | ||||||
Selling commission fee | 0.22 | |||||
Dealer manager fee | $ 0.30 | |||||
Shareholder servicing fee, percentage | 1.00% | |||||
Carey Financial | Common Class T | Previously Reported | ||||||
Related Party Transaction | ||||||
Selling commission fee | $ 0.19 | |||||
Dealer manager fee | $ 0.26 | |||||
Invested asset | ||||||
Related Party Transaction | ||||||
Percentage of acquisition fees | 2.50% | |||||
Maximum | Contract purchase price | ||||||
Related Party Transaction | ||||||
Percentage of acquisition fees | 6.00% | |||||
Scenario One | ||||||
Related Party Transaction | ||||||
Aggregate gross proceeds threshold | 4.00% | |||||
Scenario One | Maximum | ||||||
Related Party Transaction | ||||||
Potential gross proceeds from offering | $ 500,000,000 | |||||
Scenario Two | ||||||
Related Party Transaction | ||||||
Aggregate gross proceeds threshold | 2.00% | |||||
Scenario Two | Minimum | ||||||
Related Party Transaction | ||||||
Potential gross proceeds from offering | $ 500,000,000 | |||||
Scenario Two | Maximum | ||||||
Related Party Transaction | ||||||
Potential gross proceeds from offering | $ 750,000,000 | |||||
Scenario Three | ||||||
Related Party Transaction | ||||||
Aggregate gross proceeds threshold | 1.50% | |||||
Scenario Three | Minimum | ||||||
Related Party Transaction | ||||||
Potential gross proceeds from offering | $ 750,000,000 |
Agreements and Transactions w31
Agreements and Transactions with Related Parties (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amounts Included in the Consolidated Statements of Operations | ||
Acquisition fees | $ 4,674 | $ 0 |
Asset management fees | 771 | 0 |
Available Cash Distribution | 529 | 0 |
Personnel and overhead reimbursements | 445 | 29 |
Interest expense | 18 | 0 |
Accretion of interest on annual distribution and shareholder servicing fee | 14 | 0 |
Related party expenses included operating expenses | 6,451 | 29 |
Other Transaction Fees Incurred to Our Advisor and Affiliates | ||
Selling commissions and dealer manager fees | 9,896 | 0 |
Organization and offering costs | 1,037 | 69 |
Transaction Fees Incurred | $ 10,933 | $ 69 |
Agreements and Transactions w32
Agreements and Transactions with Related Parties (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Amounts Due to Related Parties and Affiliates | ||
Organization and offering costs | $ 601 | $ 454 |
Reimbursable costs | 399 | 215 |
Other | 280 | 186 |
Due to related parties and affiliates | 8,508 | 4,985 |
Carey Financial | ||
Amounts Due to Related Parties and Affiliates | ||
Due to related parties and affiliates | 7,228 | 2,598 |
CWI | ||
Amounts Due to Related Parties and Affiliates | ||
Due to related parties and affiliates | 0 | 1,521 |
Other | ||
Amounts Due to Related Parties and Affiliates | ||
Due to related parties and affiliates | $ 0 | $ 11 |
Net Investments in Hotels (Narr
Net Investments in Hotels (Narratives) (Details) | Jan. 22, 2016USD ($)room | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jan. 20, 2016USD ($) |
Business Acquisition | |||||
Acquisition-related expenses | $ 4,866,000 | $ 167,000 | |||
Notes payable, related party | $ 20,000,000 | ||||
Construction in progress | 10,469,000 | $ 5,061,000 | |||
Interest Costs Capitalized | 100,000 | $ 0 | |||
Change in capital expenditures | 500,000 | ||||
Seattle Marriott Bellevue | |||||
Business Acquisition | |||||
Ownership interest acquired | 95.40% | ||||
Net assets acquired at fair value | $ 175,921,000 | ||||
Net operating interest guarantee reserve | $ 4,000,000 | ||||
Number of Rooms | room | 384 | ||||
Acquisition-related expenses | $ 5,200,000 | $ 4,800,000 | $ 400,000 | ||
Acquisition fees paid to advisor | 4,700,000 | ||||
Mortgage loans on real estate | 100,000,000 | ||||
Notes payable, related party | $ 20,000,000 | ||||
Seattle Marriott Bellevue | Noncontrolling Interest | |||||
Business Acquisition | |||||
Ownership interest acquired | 4.60% |
Net Investments in Hotels (Deta
Net Investments in Hotels (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Real Estate [Abstract] | ||
Buildings | $ 443,515 | $ 294,352 |
Land | 67,400 | 47,900 |
Furniture, fixtures and equipment | 28,263 | 16,496 |
Building and site improvements | 886 | 815 |
Construction in progress | 10,469 | 5,061 |
Hotels, at cost | 550,533 | 364,624 |
Less: Accumulated depreciation | (9,174) | (5,359) |
Net investments in hotels | $ 541,359 | $ 359,265 |
Net Investments in Hotels (De35
Net Investments in Hotels (Details 2) - USD ($) $ in Thousands | Jan. 22, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||
Cash consideration | $ 179,921 | $ 0 | |
Seattle Marriott Bellevue | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 175,921 | ||
Assets acquired at fair value: | |||
Building | 149,111 | ||
Land | 19,500 | ||
Furniture, fixtures and equipment | 11,600 | ||
Accounts receivable | 176 | ||
Other assets | 388 | ||
Liabilities assumed at fair value: | |||
Accounts payable, accrued expenses and other liabilities | (854) | ||
Contribution from noncontrolling interest at fair value | (4,000) | ||
Net assets acquired at fair value | $ 175,921 |
Net Investments in Hotels (De36
Net Investments in Hotels (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 14 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | |
Revenue and Earnings from Acquisitions | |||
Revenues | $ 30,852 | $ 0 | |
Net income | $ (2,016) | $ (428) | |
Seattle Marriott Bellevue | |||
Revenue and Earnings from Acquisitions | |||
Revenues | $ 5,801 | ||
Net income | $ 1,268 |
Net Investments in Hotels (De37
Net Investments in Hotels (Details 4) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Pro Forma Financial Information | ||
Pro forma total revenues | $ 31,696 | $ 0 |
Pro forma net income (loss) | 2,193 | (428) |
Pro forma income attributable to noncontrolling interests | (1,655) | 0 |
Pro forma net income (loss) attributable to CWI 2 stockholders | 538 | (428) |
Common Class A | ||
Pro Forma Financial Information | ||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 242 | $ (428) |
Pro forma income (loss) per share: | ||
Basic and diluted pro forma weighted-average shares outstanding | 16,477,263 | 157,424 |
Basic and diluted pro forma income (loss) per share | $ 0.01 | $ (2.72) |
Common Class T | ||
Pro Forma Financial Information | ||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 296 | $ 0 |
Pro forma income (loss) per share: | ||
Basic and diluted pro forma weighted-average shares outstanding | 21,063,401 | 0 |
Basic and diluted pro forma income (loss) per share | $ 0.01 | $ 0 |
Equity Investments in Real Es38
Equity Investments in Real Estate (Narratives) (Details) - Unconsolidated Properties - Key Biscayne Venture | 3 Months Ended | |||
Mar. 31, 2016USD ($)room | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | May. 29, 2015room | |
Schedule of Equity Method Investments | ||||
Ownership percentage | 19.30% | |||
Number of Rooms | room | 458 | |||
Proceeds from equity method investments | $ 400,000 | |||
Aggregate unamortized basis difference on equity investments | 1,800,000 | $ 1,800,000 | ||
Amortization of basis differences | $ 100,000 | $ 0 | ||
Original Owner | ||||
Schedule of Equity Method Investments | ||||
Ownership percentage | 33.30% | |||
Condo | ||||
Schedule of Equity Method Investments | ||||
Number of Rooms | room | 156 | |||
CWI | ||||
Schedule of Equity Method Investments | ||||
Ownership percentage | 47.40% |
Equity Investments in Real Es39
Equity Investments in Real Estate (Details 1) $ in Thousands | May. 29, 2015USD ($) | Mar. 31, 2016USD ($)room | Dec. 31, 2015USD ($) |
Schedule of Equity Method Investments | |||
Carrying Value | $ 38,000 | $ 37,599 | |
Unconsolidated Properties | Key Biscayne Venture | |||
Schedule of Equity Method Investments | |||
Hotel State | FL | ||
Number of Rooms | room | 458 | ||
Owned | 19.30% | ||
Our Initial Investment | $ 37,559 | ||
Acquisition Date | May 29, 2015 | ||
Hotel Type | Resort | ||
Carrying Value | $ 38,000 | $ 37,599 |
Equity Investments in Real Es40
Equity Investments in Real Estate (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Schedule of Equity Method Investments | ||
Equity in earnings of equity method investment in real estate | $ 798 | $ 0 |
Unconsolidated Properties | Key Biscayne Venture | ||
Schedule of Equity Method Investments | ||
Equity in earnings of equity method investment in real estate | $ 798 | $ 0 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narratives) (Details) - Non Recourse Debt - Level 3 - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Reported Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt instrument, fair value | $ 318.2 | $ 207.9 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Debt instrument, fair value | $ 320.7 | $ 209.4 |
Risk Management and Use of De42
Risk Management and Use of Derivative Financial Instruments (Narratives) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative | |||
Maximum credit exposure | $ 100,000 | ||
Unrealized loss recognized in OCI from derivative instrument | 1,300,000 | $ 0 | |
Amounts reclassified from accumulated other comprehensive loss to Interest expense — derivative instruments | (155,000) | $ 0 | |
Estimated amount of derivative income to be reclassified from OCI to income | 700,000 | ||
Derivatives in net liability position | 1,200,000 | $ 0 | |
Termination value | 1,300,000 | ||
Single counterparty | |||
Derivative | |||
Maximum credit exposure | $ 100,000 |
Risk Management and Use of De43
Risk Management and Use of Derivative Financial Instruments (Details 1) - Designated as hedging instrument - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value | ||
Derivative Asset, Fair Value | $ 8 | $ 24 |
Derivative Liability, Fair Value | (1,173) | |
Interest rate cap | Other assets | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value | 8 | $ 24 |
Interest rate swap | Accounts payable, accrued expenses and other liabilities | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value | $ (1,173) |
Risk Management and Use of De44
Risk Management and Use of Derivative Financial Instruments (Details 2) - Designated as hedging instrument - Cash Flow Hedging | Mar. 31, 2016USD ($)instrument |
Derivative | |
Fair Value | $ (1,165,000) |
Interest rate cap | |
Derivative | |
Number of Instruments | instrument | 2 |
Face Amount | $ 120,000,000 |
Fair Value | $ 8,000 |
Interest rate swap | |
Derivative | |
Number of Instruments | instrument | 1 |
Face Amount | $ 100,000,000 |
Fair Value | $ (1,173,000) |
Debt (Narratives) (Details)
Debt (Narratives) (Details) - USD ($) | Jan. 22, 2016 | Jan. 20, 2016 | Mar. 31, 2016 |
Debt Instrument | |||
Deferred financing costs | $ 1,776,000 | ||
Debt instrument, covenant compliance | At March 31, 2016 , we were in compliance with the applicable covenants for each of our mortgage loans. | ||
LIBOR | |||
Debt Instrument | |||
Variable interest rate | 1.10% | ||
Marriott Sawgrass Golf Resort and Spa | |||
Debt Instrument | |||
Line of credit | $ 11,300,000 | ||
Seattle Marriott Bellevue | |||
Debt Instrument | |||
Mortgage loans on real estate | $ 100,000,000 | ||
Fixed interest rate | 3.90% | ||
Deferred financing costs | $ 1,100,000 | ||
Seattle Marriott Bellevue | LIBOR | |||
Debt Instrument | |||
Variable interest rate | 2.70% |
Debt (Details 1)
Debt (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Hotel Details | ||
Carrying value of debt | $ 318,224,000 | $ 207,888,000 |
Courtyard Nashville | ||
Hotel Details | ||
Interest Rate | 3.44% | |
Rate Type | Variable | |
Maturity Date | May 31, 2019 | |
Carrying value of debt | $ 41,546,000 | 41,509,000 |
Marriott Sawgrass Golf Resort and Spa | ||
Hotel Details | ||
Interest Rate | 4.29% | |
Rate Type | Variable | |
Maturity Date | Nov. 30, 2019 | |
Carrying value of debt | $ 78,000,000 | 66,700,000 |
Seattle Marriott Bellevue | ||
Hotel Details | ||
Interest Rate | 3.88% | |
Rate Type | Variable | |
Maturity Date | Jan. 31, 2020 | |
Carrying value of debt | $ 98,987,000 | 0 |
Embassy Suites Denver Downtown Convention Center | ||
Hotel Details | ||
Interest Rate | 3.90% | |
Rate Type | Fixed | |
Maturity Date | Dec. 31, 2022 | |
Carrying value of debt | $ 99,691,000 | $ 99,679,000 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Long-term Debt | ||
2016 (remainder) | $ 0 | |
2,017 | 640 | |
2,018 | 960 | |
2,019 | 122,282 | |
2,020 | 99,773 | |
Thereafter through 2022 | 96,345 | |
Total long term debt | 320,000 | |
Deferred finance costs | (1,776) | |
Total | $ 318,224 | $ 207,888 |
Commitments and Contingencies (
Commitments and Contingencies (Narratives) (Details) | 6 Months Ended | |||
Jun. 30, 2017property | Dec. 31, 2016property | Mar. 31, 2016USD ($)property | Dec. 31, 2015USD ($) | |
Loss Contingencies | ||||
Cumulative offering costs incurred though inception | $ 5,700,000 | |||
Unpaid organization and offering costs | $ 601,000 | $ 454,000 | ||
Properties Under Renovation | property | 3 | |||
Forecast | ||||
Loss Contingencies | ||||
Properties expected to be completed | property | 1 | 2 | ||
Scenario One | ||||
Loss Contingencies | ||||
Aggregate gross proceeds threshold | 4.00% | |||
Scenario Two | ||||
Loss Contingencies | ||||
Aggregate gross proceeds threshold | 2.00% | |||
Scenario Three | ||||
Loss Contingencies | ||||
Aggregate gross proceeds threshold | 1.50% | |||
Minimum | Scenario Two | ||||
Loss Contingencies | ||||
Potential gross proceeds from offering | $ 500,000,000 | |||
Minimum | Scenario Three | ||||
Loss Contingencies | ||||
Potential gross proceeds from offering | 750,000,000 | |||
Maximum | Scenario One | ||||
Loss Contingencies | ||||
Potential gross proceeds from offering | 500,000,000 | |||
Maximum | Scenario Two | ||||
Loss Contingencies | ||||
Potential gross proceeds from offering | $ 750,000,000 |
Commitments and Contingencies49
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Funding Commitment | ||
Capital commitments | $ 27,100 | $ 27,100 |
Less: paid | (9,202) | (4,390) |
Unpaid commitments | 17,898 | 22,710 |
Less: amounts in cash or restricted cash designated for renovations | (17,898) | (9,607) |
Unfunded commitments | $ 0 | $ 13,103 |
Loss Per Share and Equity (Narr
Loss Per Share and Equity (Narratives) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Class of Stock | |||
Accretion of interest on annual distribution and shareholder servicing fee | $ 14 | $ 0 | |
Distributions payable | $ 3,908 | $ 1,846 | |
Distribution date | Apr. 15, 2016 | ||
Common Class A | |||
Class of Stock | |||
Dividend daily distribution rate | $ 0.0016483 | ||
Common Class A | Cash | |||
Class of Stock | |||
Dividend daily distribution rate | 0.0013736 | ||
Common Class A | Shares | |||
Class of Stock | |||
Dividend daily distribution rate | $ 0.0002747 | ||
Common Class T | |||
Class of Stock | |||
Accretion of interest on annual distribution and shareholder servicing fee | $ 100 | ||
Dividend daily distribution rate | $ 0.0013887 | ||
Common Class T | Cash | |||
Class of Stock | |||
Dividend daily distribution rate | 0.0011291 | ||
Common Class T | Shares | |||
Class of Stock | |||
Dividend daily distribution rate | $ 0.0002596 |
Loss Per Share and Equity (Deta
Loss Per Share and Equity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income (Loss) Per Share | ||
Allocation of Income (Loss) | $ (3,701) | $ (428) |
Common Class A | ||
Income (Loss) Per Share | ||
Basic and diluted weighted-average shares outstanding (shares) | 14,398,254 | 157,424 |
Allocation of Income (Loss) | $ (1,497) | $ (428) |
Basic and Diluted Income (loss) Per Share (usd per share) | $ (0.10) | $ (2.72) |
Common Class T | ||
Income (Loss) Per Share | ||
Basic and diluted weighted-average shares outstanding (shares) | 21,063,401 | 0 |
Allocation of Income (Loss) | $ (2,204) | $ 0 |
Basic and Diluted Income (loss) Per Share (usd per share) | $ (0.10) | $ 0 |