Document
Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 20, 2017 | Jun. 30, 2016 | |
Document Entity Information | |||
Entity Registrant Name | Carey Watermark Investors 2 Inc | ||
Entity Central Index Key | 1,609,471 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 0 | ||
Common Class A | |||
Document Entity Information | |||
Entity Common Stock, Shares Outstanding | 26,048,840 | ||
Common Class T | |||
Document Entity Information | |||
Entity Common Stock, Shares Outstanding | 51,335,932 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Investments in real estate: | ||
Hotels, at cost | $ 1,274,747 | $ 364,624 |
Accumulated depreciation | (28,335) | (5,359) |
Net investments in hotels | 1,246,412 | 359,265 |
Equity investment in real estate | 35,712 | 37,599 |
Cash | 63,245 | 51,081 |
Restricted cash | 36,548 | 11,741 |
Accounts receivable | 12,627 | 4,676 |
Other assets | 13,173 | 14,617 |
Total assets | 1,407,717 | 478,979 |
Liabilities: | ||
Non-recourse and limited-recourse debt, net | 571,935 | 207,888 |
Due to related parties and affiliates | 231,258 | 4,985 |
Accounts payable, accrued expenses and other liabilities | 47,223 | 18,068 |
Distributions payable | 7,192 | 1,846 |
Total liabilities | 857,608 | 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 | 573,135 | 228,401 |
Distributions and accumulated losses | (59,115) | (15,109) |
Accumulated other comprehensive income (loss) | 896 | (94) |
Total CWI 2 stockholders’ equity | 514,978 | 213,224 |
Noncontrolling interests | 35,131 | 32,968 |
Total equity | 550,109 | 246,192 |
Total liabilities and equity | 1,407,717 | 478,979 |
Common Class A | ||
Equity: | ||
Common stock | 22 | 11 |
Common Class T | ||
Equity: | ||
Common stock | $ 40 | $ 15 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 22,414,128 | 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 | 40,447,362 | 14,983,012 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Hotel Revenues | |||
Rooms | $ 0 | $ 115,918 | $ 27,524 |
Food and beverage | 0 | 49,084 | 15,321 |
Other operating revenue | 0 | 12,598 | 6,240 |
Total Hotel Revenues | 0 | 177,600 | 49,085 |
Hotel Expenses | |||
Rooms | 0 | 22,985 | 5,812 |
Food and beverage | 0 | 30,976 | 10,220 |
Other hotel operating expenses | 0 | 5,282 | 3,044 |
Sales and marketing | 0 | 16,932 | 4,423 |
General and administrative | 0 | 14,406 | 3,817 |
Property taxes, insurance, rent and other | 0 | 9,483 | 2,495 |
Repairs and maintenance | 0 | 5,616 | 2,144 |
Utilities | 0 | 5,253 | 2,145 |
Management fees | 0 | 6,763 | 1,975 |
Depreciation and amortization | 0 | 22,975 | 5,975 |
Total Hotel Expenses | 0 | 140,671 | 42,050 |
Other Operating Expenses | |||
Acquisition-related expenses | 0 | 26,835 | 13,133 |
Corporate general and administrative expenses | 108 | 5,217 | 2,302 |
Asset management fees to affiliate and other expenses | 0 | 5,109 | 1,152 |
Other operating expenses | 108 | 37,161 | 16,587 |
Operating Loss | (108) | (232) | (9,552) |
Other Income and (Expenses) | |||
Interest expense | 0 | (17,605) | (4,368) |
Equity in earnings of equity method investment in real estate | 0 | 3,063 | 1,846 |
Other income and (expenses) | 0 | 35 | 83 |
Other Income and (Expenses) | 0 | (14,507) | (2,439) |
Loss from Operations Before Income Taxes | (108) | (14,739) | (11,991) |
Provision for income taxes | 0 | (2,711) | (72) |
Net Loss | (108) | (17,450) | (12,063) |
Income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $3,325, $301 and $0, respectively) | 0 | (3,577) | (471) |
Net Loss Attributable to CWI 2 Stockholders | (108) | (21,027) | (12,534) |
Common Class A | |||
Other Income and (Expenses) | |||
Net Loss Attributable to CWI 2 Stockholders | $ (108) | $ (7,960) | $ (5,283) |
Basic and diluted weighted-average shares outstanding (shares) | 621,396 | 18,590,127 | 2,656,034 |
Basic and diluted income (loss) (usd per share) | $ (0.17) | $ (0.43) | $ (1.99) |
Common Class T | |||
Other Income and (Expenses) | |||
Net Loss Attributable to CWI 2 Stockholders | $ 0 | $ (13,067) | $ (7,251) |
Basic and diluted weighted-average shares outstanding (shares) | 0 | 29,978,270 | 3,644,786 |
Basic and diluted income (loss) (usd per share) | $ 0 | $ (0.44) | $ (1.99) |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advisor | |||
Related Party Transaction | |||
Available cash distribution | $ 0 | $ 3,325 | $ 301 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Comprehensive Loss, Net of Tax | |||
Net Loss | $ (108,000) | $ (17,450,000) | $ (12,063,000) |
Other Comprehensive Income (Loss) | |||
Unrealized gain (loss) on derivative instruments | 0 | 989,000 | (104,000) |
Comprehensive Loss | (108,000) | (16,461,000) | (12,167,000) |
Amounts Attributable to Noncontrolling Interests | |||
Net income | 0 | (3,577,000) | (471,000) |
Unrealized loss on derivative instruments | 0 | 1,000 | 10,000 |
Comprehensive income attributable to noncontrolling interests | 0 | (3,576,000) | (461,000) |
Comprehensive Loss Attributable to CWI 2 Stockholders | $ (108,000) | $ (20,037,000) | $ (12,628,000) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Class A | Common Class T | Total CWI 2 Stockholders’ Equity | Common StockCommon Class A | Common StockCommon Class T | Additional Paid-In Capital | Distributions and Accumulated Losses | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interest |
Beginning balance, value at May. 21, 2014 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Beginning balance, shares at May. 21, 2014 | 0 | |||||||||
Statement of Equity | ||||||||||
Net (loss) income | (108,000) | (108,000) | ||||||||
Shares issued, net of offering costs, value | 200,000 | $ 0 | 200,000 | |||||||
Shares issued, net of offering costs, shares | 22,222 | |||||||||
Other comprehensive income: | ||||||||||
Net unrealized gain (loss) on derivative instruments | 0 | |||||||||
Ending balance, value at Dec. 31, 2014 | 92,000 | $ 92,000 | $ 0 | 200,000 | (108,000) | $ 0 | ||||
Ending balance, shares at Dec. 31, 2014 | 22,222 | |||||||||
Statement of Equity | ||||||||||
Net (loss) income | (12,063,000) | (12,534,000) | (12,534,000) | 471,000 | ||||||
Shares issued, net of offering costs, value | 227,273,000 | 227,273,000 | $ 11,000 | $ 15,000 | 227,247,000 | |||||
Shares issued, net of offering costs, shares | 10,673,887 | 14,975,569 | ||||||||
Shares issued to affiliates, value | 774,000 | 774,000 | 774,000 | |||||||
Contributions from noncontrolling interests | 34,058,000 | 34,058,000 | ||||||||
Shares issued to affiliates, shares | 77,359 | |||||||||
Distributions to noncontrolling interests | (1,551,000) | (1,551,000) | ||||||||
Shares issued under share incentive plans, value | 55,000 | 55,000 | 55,000 | |||||||
Stock based compensation to directors, value | 125,000 | 125,000 | 125,000 | |||||||
Stock based compensation to directors, shares | 12,500 | |||||||||
Stock dividends issued, shares | 6,328 | 7,443 | ||||||||
Distributions declared ($0.6570 and $0.5545 per share to Class A and Class T, respectively) | (2,467,000) | (2,467,000) | (2,467,000) | |||||||
Other comprehensive income: | ||||||||||
Net unrealized gain (loss) on derivative instruments | (104,000) | (94,000) | $ (94,000) | (10,000) | ||||||
Ending balance, value at Dec. 31, 2015 | 246,192,000 | 213,224,000 | $ 11,000 | $ 15,000 | 228,401,000 | (15,109,000) | (94,000) | 32,968,000 | ||
Ending balance, shares at Dec. 31, 2015 | 10,792,296 | 14,983,012 | 10,792,296 | 14,983,012 | ||||||
Statement of Equity | ||||||||||
Net (loss) income | (17,450,000) | (21,027,000) | (21,027,000) | 3,577,000 | ||||||
Shares issued, net of offering costs, value | 341,455,000 | 341,455,000 | $ 11,000 | $ 25,000 | 341,419,000 | |||||
Shares issued, net of offering costs, shares | 11,108,705 | 25,277,071 | ||||||||
Shares issued to affiliates, value | 4,063,000 | 4,063,000 | $ 0 | 4,063,000 | ||||||
Contributions from noncontrolling interests | 4,000,000 | 4,000,000 | ||||||||
Shares issued to affiliates, shares | 386,808 | |||||||||
Distributions to noncontrolling interests | (5,413,000) | (5,413,000) | ||||||||
Shares issued under share incentive plans, value | 164,000 | 164,000 | 164,000 | |||||||
Shares issued under share incentive plans, shares | 6,656 | |||||||||
Stock based compensation to directors, value | 105,000 | 105,000 | 105,000 | |||||||
Stock based compensation to directors, shares | 10,000 | |||||||||
Stock dividends issued, shares | 158,398 | 240,213 | ||||||||
Distributions declared ($0.6570 and $0.5545 per share to Class A and Class T, respectively) | (22,979,000) | (22,979,000) | (22,979,000) | |||||||
Other comprehensive income: | ||||||||||
Net unrealized gain (loss) on derivative instruments | 989,000 | 990,000 | 990,000 | (1,000) | ||||||
Repurchase of shares, value | (1,017,000) | (1,017,000) | (1,017,000) | |||||||
Shares repurchased, shares | (48,735) | (52,934) | ||||||||
Ending balance, value at Dec. 31, 2016 | $ 550,109,000 | $ 514,978,000 | $ 22,000 | $ 40,000 | $ 573,135,000 | $ (59,115,000) | $ 896,000 | $ 35,131,000 | ||
Ending balance, shares at Dec. 31, 2016 | 22,414,128 | 40,447,362 | 22,414,128 | 40,447,362 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | Common Class A | ||
Statement of Equity | ||
Distributions Declared Per Share (usd per share) | $ 0.6570 | $ 0.3775 |
Common Stock | Common Class T | ||
Statement of Equity | ||
Distributions Declared Per Share (usd per share) | $ 0.5545 | $ 0.3181 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows — Operating Activities | |||
Net Loss | $ (108) | $ (17,450) | $ (12,063) |
Adjustments to net loss: | |||
Depreciation and amortization | 0 | 22,975 | 5,975 |
Asset management fees to affiliates settled in shares | 0 | 4,372 | 954 |
Amortization of deferred key money, deferred financing costs and other | 0 | 511 | (140) |
Amortization of stock-based compensation | 0 | 305 | 180 |
Equity in losses (earnings) of equity method investment in real estate in excess of distributions received | 0 | 36 | (36) |
Increase (decrease) in due to related parties and affiliates | 108 | 8,460 | (228) |
Receipt of key money and other deferred incentive payments | 0 | 3,063 | 125 |
Net changes in other assets and liabilities | 0 | 2,287 | 1,680 |
Net Cash Provided by (Used in) Operating Activities | 0 | 24,559 | (3,553) |
Cash Flows — Investing Activities | |||
Acquisitions of hotels | 0 | (876,397) | (285,829) |
Funds placed in escrow | 0 | (81,795) | (10,905) |
Funds released from escrow | 0 | 55,137 | 1,947 |
Capital expenditures | 0 | (21,492) | (4,561) |
Deposits released for hotel investments | 0 | 16,701 | 5,150 |
Deposits for hotel investments | 0 | (12,681) | (10,691) |
Distributions received from equity investment in excess of equity income | 0 | 1,976 | 0 |
Capital contributions to equity investments in real estate | 0 | (125) | (3) |
Purchase of equity interest | 0 | 0 | (37,559) |
Net Cash Used in Investing Activities | 0 | (918,676) | (342,451) |
Cash Flows — Financing Activities | |||
Proceeds from mortgage financing | 0 | 366,800 | 142,000 |
Proceeds from issuance of shares, net of offering costs | 200 | 354,684 | 224,019 |
Proceeds from notes payable to affiliate | 0 | 230,000 | 102,447 |
Repayment of notes payable to affiliate | 0 | (20,000) | (102,447) |
Distributions paid | 0 | (17,633) | (621) |
Distributions to noncontrolling interests | 0 | (5,413) | (1,551) |
Contributions from noncontrolling interests | 0 | 4,000 | 34,058 |
Deferred financing costs | 0 | (3,502) | (917) |
Deposits for mortgage financing | 0 | (3,345) | (50) |
Deposits released for mortgage financing | 0 | 1,835 | 50 |
Repurchase of shares | 0 | (1,017) | 0 |
Purchase of interest rate cap | 0 | (92) | (103) |
Withholding on restricted stock units | 0 | (36) | 0 |
Net Cash Provided by Financing Activities | 200 | 906,281 | 396,885 |
Change in Cash During the Year | |||
Net increase in cash | 200 | 12,164 | 50,881 |
Cash, beginning of year | 0 | 51,081 | 200 |
Cash, end of year | $ 200 | $ 63,245 | $ 51,081 |
Consolidated Statement of Cas10
Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Information | |||
Interest paid, net of amounts capitalized | $ 0 | $ 15,265 | $ 3,569 |
Income taxes paid | $ 0 | $ 3,471 | $ 808 |
Organization and Offering
Organization and Offering | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Offering | Organization and Offering Organization Carey Watermark Investors 2 Incorporated, or CWI 2, and together with its consolidated subsidiaries, we, us or our, is a publicly owned, non-listed REIT that invests in, and through our advisor, manages and seeks 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 of, 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. CWA 2, LLC, a subsidiary of Watermark Capital Partners, or the Subadvisor, 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 Mr. Michael G. Medzigian, our chief executive officer, subject to the continuing approval of our independent directors. We held ownership interests in ten hotels at December 31, 2016 . See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 — Portfolio Overview for a complete listing of the nine hotels that we consolidate, or our Consolidated Hotels, and the hotel that we record as an equity investment, or our Unconsolidated Hotel, at December 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 December 31, 2016 , we raised offering proceeds of $219.2 million from our Class A common stock and $397.1 million from our Class T common stock. During the same period, we also raised $4.6 million and $6.9 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 December 31, 2017 ( Note 14 ). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Critical Accounting Policies and Estimates Accounting for Acquisitions In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. We capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. We record our investments in hotel properties based on the fair value of the identifiable assets acquired, identifiable intangible assets or liabilities acquired, liabilities assumed and any noncontrolling interest in the acquired entity, and if applicable, recognizing and measuring any goodwill or gain from a bargain purchase at the acquisition date. We allocate the purchase price among the assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair value for purposes of allocating the purchase price, we utilize a variety of information obtained in connection with the acquisition of a hotel property, including valuations performed by independent third parties and information obtained about each hotel property resulting from pre-acquisition due diligence. Impairments We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, or when there are adverse changes in the demand for lodging due to declining national or local economic conditions. We may incur impairment charges on long-lived assets, including real estate, related intangible assets, assets held for sale and equity investments. Our policies and estimates for evaluating whether these assets are impaired are presented below. Real Estate — For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, net operating income, residual values and holding periods. Our investment objective is to hold properties on a long-term basis. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the loss as the excess of the carrying value of the property’s asset group over its estimated fair value. The estimated fair value of the property’s asset group is primarily determined using market information from outside sources such as broker quotes or recent comparable sales. In cases where the available market information is not deemed appropriate, we perform a future net cash flow analysis discounted for inherent risk associated with each asset to determine an estimated fair value. Equity Investments in Real Estate — We evaluate our equity investments in real estate on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value. Other Accounting Policies 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 this change in guidance, 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. There were no other changes to our consolidated balance sheets or results of operations for the periods presented. At December 31, 2016 , we considered five entities to be VIEs, four of which we consolidated as we are considered the primary beneficiary. The following table presents a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets (in thousands): December 31, 2016 2015 Net investments in real estate $ 657,517 $ 190,052 Total assets 706,115 211,216 Non-recourse and limited-recourse debt, net $ 218,843 $ 108,209 Total liabilities 249,637 121,830 Reclassifications — Certain prior period amounts have been reclassified to conform to the current period presentation. Additionally, 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, net from Other assets to Non-recourse and limited-recourse debt, net as of December 31, 2015. Share Repurchases — Share repurchases are recorded as a reduction of common stock par value and additional paid-in capital under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, subject to certain exceptions, conditions, and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. Real Estate — We carry land, buildings and personal property at cost less accumulated depreciation. We capitalize improvements and we expense replacements, maintenance and repairs that do not improve or extend the life of the respective assets as incurred. Renovations and/or replacements at the hotel properties that improve or extend the life of the assets are capitalized and depreciated over their useful lives, and repairs and maintenance are expensed as incurred. We capitalize interest and certain other costs, such as incremental labor costs relating to hotels undergoing major renovations and redevelopments. Assets Held for Sale — We classify real estate assets as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied, or we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated costs to sell. In the unlikely event that we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged, and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property. Cash — Our cash is held in the custody of several financial institutions, and these balances, at times, exceed federally-insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions. Restricted Cash — Restricted cash consists primarily of amounts escrowed pursuant to the terms of our mortgage debt to fund planned renovations and improvements, property taxes, insurance, and normal replacement of furniture, fixtures and equipment at our hotels. Other Assets and Liabilities — Other assets consists primarily of prepaid expenses, deposits, hotel inventories, derivative assets, deferred tax assets, syndication costs and deferred franchise fees in the consolidated financial statements. Other liabilities consists primarily of unamortized key money and other deferred incentive payments, straight-line rent, derivative liabilities, hotel advance deposits, sales use and occupancy taxes payable, accrued income taxes, accrued interest and an intangible liability. Deferred Financing Costs — Deferred financing costs represent costs to obtain mortgage financing. We amortize these charges to interest expense over the term of the related mortgage using a method which approximates the effective interest method. Deferred financing costs are presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability. Segments — We operate in one business segment, hospitality, with domestic investments. Hotel Revenue Recognition — We recognize revenue from operations of our hotels as the related services are provided. Our hotel revenues are comprised of hotel operating revenues (such as room, food and beverage) and revenue from other operating departments (such as internet, spa services, parking and gift shops). These revenues are recorded net of any sales or occupancy taxes collected from our guests as earned. All rebates or discounts are recorded as a reduction in revenue and there are no material contingent obligations with respect to rebates or discounts offered by us. All revenues are recorded on an accrual basis, as earned. Appropriate allowances are made for doubtful accounts and are recorded as a bad debt expense. We do not have any time-share arrangements and do not sponsor any frequent guest programs for which we would have any contingent liability. We participate in frequent guest programs sponsored by our hotel brands and we expense the charges associated with those programs (typically consisting of a percentage of the total guest charges incurred by a participating guest) as incurred. When a guest redeems accumulated frequent guest points at one of our hotels, the hotel bills the brand sponsor for the services provided in redemption of such points and records revenue in the amount of the charges billed to the brand sponsor. We have no loss contingencies or ongoing obligation associated with frequent guest programs beyond what is paid to the brand sponsor following a guest’s stay. Asset Retirement Obligations — Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability. In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. Capitalized Costs — We capitalize interest and certain other costs, such as property taxes, land leases, property insurance and incremental labor costs relating to hotels undergoing major renovations and redevelopments. We begin capitalizing interest as we incur disbursements, and capitalize other costs when activities necessary to prepare the asset ready for its intended use are underway. We cease capitalizing these costs when construction is substantially complete. Depreciation and Amortization — We compute depreciation for hotels and related building improvements using the straight-line method over the estimated useful lives of the properties (limited to 40 years for buildings and ranging from four years up to the remaining life of the building at the time of addition for building improvements), site improvements (generally four to 15 years ), and furniture, fixtures and equipment (generally one to 12 years ). Organization and Offering Costs — During the offering period, costs incurred in connection with the raising of capital will be recorded as deferred offering costs. Upon receipt of offering proceeds, we charge the deferred costs to stockholders’ equity. Under the terms of our advisory agreement as described in Note 3 , we reimburse our Advisor for organization and offering costs incurred; however, such reimbursements will not exceed regulatory limitations. Organization costs are expensed as incurred and are included in corporate general and administrative expenses in the financial statements. Derivative Instruments — 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 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 a derivative’s change in fair value is immediately recognized in earnings. We use the portfolio exception in Accounting Standards Codification 820-10-35-18D, Application to Financial Assets and Financial Liabilities with Offsetting Positions in Market Risk or Counterparty Credit Risk with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements. Income Taxes — We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business in various states and municipalities within the United States, and, as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As a result, we are subject to certain state and local taxes and a provision for such taxes is included in the consolidated financial statements. We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, a TRS may perform additional services for our investments and generally may engage in any real estate or non-real estate-related business (except for the operation or management of health care facilities or lodging facilities or providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal, state and local income taxes. Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which we believe could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained. Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation and timing differences of certain income and expense recognitions, for federal income tax purposes. Deferred income taxes relate primarily to our TRSs and are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of our TRSs and their respective tax bases and for their operating loss and tax credit carry forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other factors ( Note 12 ). We recognize deferred income taxes in certain of our subsidiaries taxable in the United States. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for U.S. GAAP purposes as described in Note 12 ). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). Share-Based Payments — We have granted Class A restricted stock units, or RSUs, to certain employees of the Subadvisor. RSUs issued to employees of the Subadvisor generally vest over three years, subject to continued employment. We also issued shares of our Class A common stock to our independent directors as part of the fees they earn for serving on our board of directors. The expense recognized for share-based payment transactions for awards made to directors is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. Share-based payment transactions for awards made to employees of the Subadvisor are based on the fair value of the services received. We recognize these compensation costs only for those shares expected to vest on a straight-line basis over the requisite service period of the award. We include share based payment transactions within Corporate general and administrative expense. Income or Loss Attributable to Noncontrolling Interests — Earnings attributable to noncontrolling interests are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. Income (Loss) Per Share — Income (loss) per share, as presented, represents both basic and diluted per-share amounts for all periods presented in the consolidated financial statements. We calculate income (loss) per share using the two-class method to reflect the different classes of our outstanding common stock. Income (loss) per basic share of common stock is calculated by dividing Net income (loss) attributable to CWI 2 by the weighted-average number of shares of common stock issued and outstanding during the year. The allocation of Net income (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 the years ended December 31, 2016 and 2015 , and from Inception to December 31, 2014. Use of Estimates — 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. Recent Accounting Requirements The following ASUs promulgated by the FASB are applicable to us: In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model that changes the basis for deciding when revenue is recognized over time or at a point in time and expands the disclosures about revenue. The new guidance also applies to sales of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. The guidance is effective for annual reporting periods beginning after December 15, 2017, and the interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We expect to adopt this new standard on January 1, 2018 using the modified retrospective transition method. Based on our assessment, the adoption of this standard will not have a material impact on our consolidated financial statements. 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 over the managing member or substantive participating rights over the entity or VIE. Please 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 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 2016-05 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. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 intends to reduce diversity in practice for certain cash flow classifications, including, but not limited to (i) debt prepayment or debt extinguishment costs, (ii) contingent consideration payments made after a business combination, (iii) proceeds from the settlement of insurance claims, and (iv) distributions received from equity method investees. ASU 2016-15 will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early application of the guidance permitted. We are in the process of evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. ASU 2016-17 changes how a reporting entity that is a decision maker should consider indirect interests in a VIE held through an entity under common control. If a decision maker must evaluate whether it is the primary beneficiary of a VIE, it will only need to consider its proportionate indirect interest in the VIE held through a common control party. ASU 2016-17 amends ASU 2015-02, which we adopted on January 1, 2016, and which currently directs the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. ASU 2016-17 will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 intends to reduce diversity in practice for the classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires that a statement of c |
Agreements and Transactions wit
Agreements and Transactions with Related Parties | 12 Months Ended |
Dec. 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 advisory agreement has a term of one year and may be renewed for successive one-year periods. 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 personnel services to us, as discussed below. The following tables present a summary of fees we paid; expenses we reimbursed and distributions we made to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Amounts Included in the Consolidated Statements of Operations To our Advisor: Acquisition fees $ 23,329 $ 6,225 $ — Asset management fees 4,372 954 — Available Cash Distributions 3,325 301 — Personnel and overhead reimbursements 2,550 660 — Accretion of interest on annual distribution and shareholder servicing fee 231 — — Interest expense 50 723 — To CWI 1: Acquisition fee to CWI 1 — 3,411 — $ 33,857 $ 12,274 $ — Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 22,264 $ 16,643 $ — Annual distribution and shareholder servicing fee 11,553 2,478 — Organization and offering costs 2,959 4,561 108 Capitalized refinancing fees for equity method investment 125 — — Capitalized acquisition fees for equity method investment — 1,862 — $ 36,901 $ 25,544 $ 108 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): December 31, 2016 2015 Amounts Due to Related Parties and Affiliates To our Advisor: Note payable to WPC $ 210,033 $ — Acquisition fee payable 7,243 — Reimbursable costs 676 215 Other 489 186 Organization and offering costs 463 454 To Others: Due to Carey Financial (Annual distribution and shareholder servicing fee) 11,919 2,407 Due to CWI 1 389 1,521 Due to Carey Financial (Selling commissions and dealer manager fees) 46 191 Other — 11 $ 231,258 $ 4,985 Acquisition Fees to our Advisor We pay our Advisor 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, both as defined in the advisory agreement and with our Advisor. 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 Class A 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 initial NAV was published in March 2016, we used our offering price for Class A shares of $10.00 per share). For the years ended December 31, 2016 and 2015 , our Advisor elected to receive its asset management fees in shares of our Class A common stock rather than in cash. For the years ended December 31, 2016 and 2015 , $4.1 million and $0.8 million , respectively, in asset management fees were settled in shares of our common stock. There were no such fees from Inception through December 31, 2014. At December 31, 2016 , our Advisor owned 488,387 shares ( 2.2% ) 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 years ended December 31, 2016 and 2015 and from Inception through December 31, 2014, we had not paid any disposition fees or loan refinancing fees. Available Cash Distributions Carey Watermark Holdings 2’s special general partner interest entitles it to receive distributions of 10% of Available Cash, as defined in the agreement of limited partnership of the Operating Partnership, or Available Cash Distributions, generated by the Operating Partnership, subject to certain limitations. In addition, in the event of the dissolution of the Operating Partnership, Carey Watermark Holdings 2 will be entitled to receive distributions of up to 15% of net proceeds, provided certain return thresholds are met for the initial investors in the Operating Partnership. Available Cash Distributions are included in Income attributable to noncontrolling interests in the consolidated financial statements. Personnel and Overhead Reimbursements We reimburse our Advisor for the actual cost of personnel based on their time devoted to providing administrative services to us, as well as rent and related office expenses. 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 Mr. Medzigian, our chief executive officer, subject to the approval of our board of directors. 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 RSUs to employees of the Subadvisor pursuant to our 2015 Equity Incentive Plan. Acquisition Fees to CWI 1 On April 1, 2015, we acquired a 50% controlling interest in a joint venture owning the Marriott Sawgrass Golf Resort & Spa from our affiliate Carey Watermark Investors Incorporated, or CWI 1, which is a publicly owned, non-listed REIT that is also advised by our Advisor and invests in lodging and lodging-related properties. In connection with this acquisition, we paid acquisition fees to CWI 1 representing 50% of the acquisition fees incurred by CWI 1 on its acquisition of the hotel in October 2014 ( Note 4 ). 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 in connection with the publication of our initial NAVs, 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 began to receive a selling commission of $0.82 and $0.22 per share sold 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. During the years ended December 31, 2016 and 2015, we paid selling commissions and dealer manager fees totaling $22.4 million and $16.5 million , respectively. 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 common stock (while before our initial NAV was published in March 2016, 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 years ended December 31, 2016 and 2015 , $11.6 million and $2.5 million , respectively, of distribution and shareholder servicing fees were charged to stockholder’s equity and $2.3 million and $0.1 million , respectively, were paid to Carey Financial. There were no such fees from Inception through December 31, 2014. 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 CWI 1 of up to an aggregate of $110.0 million 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 by WPC, and as a result, the entire $110.0 million became available to be borrowed by us. In December 2016, our board of directors and the board of directors of WPC approved an increase to the amount available to be borrowed from WPC up to an aggregate of $250.0 million . Any such loans are solely at the discretion of WPC’s management and have been at the London Interbank Offered Rate, or LIBOR, plus 1.1% , the rate at which WPC was able to borrow funds under its senior unsecured credit facility at the date of the respective loan. On April 1, 2015 and May 1, 2015, we borrowed $37.2 million and $65.3 million , respectively, from WPC. As of December 31, 2015, these loans were repaid in full. On January 20, 2016 and December 29, 2016, we borrowed $20.0 million and $210.0 million from WPC with maturity dates of February 17, 2016 and December 29, 2017, respectively. The $20.0 million loan was repaid in full in February 2016 using proceeds from our initial public offering. At December 31, 2016 , $40.0 million was available to be borrowed from WPC by us. Subsequent to December 31, 2016, we fully repaid the $210.0 million loan ( Note 14 ). The interest expense on these notes payable to our affiliate is included in Interest expense on the consolidated statements of operations. Acquisition Fee Payable At December 31, 2016 , this balance represents the acquisition fee payable to our Advisor related to the acquisition of the Ritz-Carlton San Francisco on December 30, 2016, which was paid in the first quarter of 2017. Other Amounts Due to Our Advisor At December 31, 2016 and 2015, the balance primarily represents asset management fees payable. 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 December 31, 2016 , our Advisor incurred organization and offering costs on our behalf of approximately $7.6 million , all of which we were obligated to pay. Unpaid costs of $0.5 million were included in Due to related parties and affiliates in the consolidated financial statements at December 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 years ended December 31, 2016 and 2015 , $5.0 million and $1.1 million , respectively, of deferred offering costs were charged to stockholders’ equity. No such costs were charged to shareholders’ equity from Inception through December 31, 2014. Amounts Due to CWI 1 At December 31, 2015, amounts due to CWI 1 primarily represent a deposit placed on our behalf by CWI 1 during the fourth quarter of 2015 in connection with our acquisition of Seattle Marriott Bellevue on January 22, 2016. Jointly Owned Investments At December 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. See Note 4 and Note 5 for further discussion. |
Net Investments in Hotels
Net Investments in Hotels | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Net Investments in Hotels | Net Investments in Hotels Net investments in hotels are summarized as follows (in thousands): December 31, 2016 2015 Buildings $ 969,661 $ 294,352 Land 211,278 47,900 Furniture, fixtures and equipment 67,541 16,496 Building and site improvements 10,279 815 Construction in progress 15,988 5,061 Hotels, at cost 1,274,747 364,624 Less: Accumulated depreciation (28,335 ) (5,359 ) Net investments in hotels $ 1,246,412 $ 359,265 2016 Acquisitions During the year ended December 31, 2016 , we acquired six hotels, all of which were considered to be business combinations. We refer to these investments as our 2016 Acquisitions. Details are in the table that follows. 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 . 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 full-service hotel is located in Bellevue, Washington. The hotel is managed by HEI Hotels & Resorts. In connection with this acquisition, we expensed acquisition costs of $5.3 million (of which $4.9 million was expensed during the year ended December 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 ). Le Méridien Arlington On June 28, 2016, we acquired a 100% interest in the Le Méridien Arlington from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $54.9 million . The 154 -room, full-service hotel is located in Rosslyn, Virginia. The hotel is managed by HEI Hotels & Resorts. In connection with this acquisition, we expensed acquisition costs of $2.1 million during the year ended December 31, 2016 , including acquisition fees of $1.5 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $35.0 million upon acquisition ( Note 8 ). San Jose Marriott On July 13, 2016, we acquired a 100% interest in the San Jose Marriott from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $153.8 million . The 510 -room, full-service hotel is located in San Jose, California. The hotel is managed by Marriott International, Inc., or Marriott. In connection with this acquisition, we expensed acquisition costs of $4.8 million during the year ended December 31, 2016 , including acquisition fees of $4.1 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $88.0 million upon acquisition ( Note 8 ). San Diego Marriott La Jolla On July 21, 2016, we acquired a 100% interest in the San Diego Marriott La Jolla from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $136.8 million . The 372 -room, full-service hotel is located in La Jolla, California. The hotel is managed by HEI Hotels & Resorts. In connection with this acquisition, we expensed acquisition costs of $4.3 million during the year ended December 31, 2016 , including acquisition fees of $3.7 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $85.0 million upon acquisition ( Note 8 ). Renaissance Atlanta Midtown Hotel On August 30, 2016, we acquired a 100% interest in the Renaissance Atlanta Midtown Hotel from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $78.8 million . The 304 -room, full-service hotel is located in Atlanta, Georgia. The hotel is managed by Davidson Hotels & Resorts. In connection with this acquisition, we expensed acquisition costs of $2.7 million during the year ended December 31, 2016 , including acquisition fees of $2.2 million paid to our Advisor. We obtained two non-recourse mortgage loans on the property totaling $47.5 million upon acquisition ( Note 8 ). Ritz-Carlton San Francisco On December 30, 2016, we acquired a 100% interest in the Ritz-Carlton San Francisco from an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $272.2 million . At closing, we funded a $10.0 million NOI guarantee reserve, which guarantees minimum predetermined NOI amounts to us over a period of approximately two years. Any remaining funds at the end of the two year period will be remitted back to the seller and will be treated as an increase to the purchase price. The 336 -room, full-service hotel is located in San Francisco, California. The hotel is managed by Ritz-Carlton Hotel Company LLC. In connection with this acquisition, we expensed acquisition costs of $7.7 million during the year ended December 31, 2016 , including acquisition fees of $7.2 million paid to our Advisor. Our investment was financed, in part, by a loan of $210.0 million from WPC ( Note 3 ). We obtained a non-recourse mortgage loan on the property of $143.0 million in January 2017 and used the proceeds to repay a portion of the WPC loan ( Note 14 ). The following tables present a summary of assets acquired and liabilities assumed in these business combinations, at the dates of acquisition, and revenues and earnings thereon, since the respective date of acquisition through December 31, 2016 (in thousands): Seattle Marriott Bellevue Le Méridien Arlington (a) San Jose Marriott (b) San Diego Marriott La Jolla Renaissance Atlanta Midtown Hotel (c) Ritz-Carlton San Francisco (d) Acquisition Date January 22, 2016 June 28, 2016 July 13, 2016 July 21, 2016 August 30, 2016 December 30, 2016 Cash consideration $ 175,921 $ 54,891 $ 153,814 $ 136,782 $ 78,782 $ 272,207 Assets acquired at fair value: Building and site improvements $ 149,111 $ 43,643 $ 138,319 $ 110,338 $ 64,441 $ 170,370 Land 19,500 8,900 7,509 20,264 8,600 98,606 Furniture, fixtures and equipment 11,600 4,497 8,009 6,216 5,375 10,060 Intangible assets — — — — 488 — Accounts receivable 176 41 2,286 112 164 3,053 Other assets 388 290 423 607 323 1,025 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (854 ) (2,480 ) (2,732 ) (755 ) (609 ) (10,907 ) Contribution from noncontrolling interest at fair value (4,000 ) — — — — — Net assets acquired at fair value $ 175,921 $ 54,891 $ 153,814 $ 136,782 $ 78,782 $ 272,207 From Acquisition Dates Through December 31, 2016 Revenues $ 31,471 $ 6,038 $ 22,056 $ 13,878 $ 6,117 $ 471 Income from operations before income taxes $ 8,138 $ 871 $ 3,568 $ 2,622 $ 523 $ 150 ___________ (a) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in a decrease of $0.3 million to the preliminary fair value of the land, an increase of $0.9 million to the preliminary fair value of the building, a decrease of $0.1 million to the preliminary fair value of furniture, fixtures and equipment and a corresponding increase of $0.5 million to the preliminary fair value of accounts payable, accrued expenses and other. (b) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in a decrease of $0.1 million to the preliminary fair value of the land, a decrease of $0.2 million to the preliminary value of furniture, fixtures and equipment and a corresponding increase of $0.3 million to the preliminary fair value of the building. (c) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in an increase of $0.2 million to the preliminary fair value of the land, an increase of less than $0.1 million to the preliminary value of furniture, fixtures and equipment, an increase of $0.2 million to the preliminary fair value of intangible assets and a corresponding decrease of $0.4 million to the preliminary fair value of the building. (d) 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 is subject to change. 2015 Acquisitions During the year ended December 31, 2015, we acquired three hotels, which were considered to be business combinations. We refer to these investments as our 2015 Acquisitions. Details are in the table that follows. Marriott Sawgrass Golf Resort & Spa On April 1, 2015, we acquired a 50% controlling interest in a joint venture owning the Marriott Sawgrass Golf Resort & Spa from CWI 1. At the date of acquisition, the fair value of real estate and other hotel assets, net of assumed liabilities and contributions from noncontrolling interests, totaled $24.8 million . Additionally, cash held by the joint venture at the acquisition date was $7.7 million . The 514 -room resort is located in Ponte Vedra Beach, Florida. The hotel continues to be managed by Marriott International, Inc., an unaffiliated third party. In connection with this acquisition, we expensed acquisition costs of $3.4 million . The equity portion of our investment was financed in full by a loan of $37.2 million from WPC. The Marriott Sawgrass Golf Resort & Spa venture obtained $78.0 million in non-recourse debt financing at the time of CWI 1’s initial acquisition in October 2014, of which $66.7 million had been drawn as of April 1, 2015, at a rate of LIBOR plus 3.85% and a maturity date of November 2019 ( Note 8 ). Courtyard Nashville Downtown On May 1, 2015, we acquired the Courtyard Nashville Downtown hotel from an unaffiliated third party and acquired real estate and other hotel assets, net of assumed liabilities, with fair value totaling $58.5 million . The 192 -room hotel is located in Nashville, Tennessee. The hotel continues to be managed by Marriott International, Inc. In connection with this acquisition, we expensed acquisition costs of $4.4 million , including acquisition fees of $1.7 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $42.0 million upon acquisition ( Note 8 ). In addition, the equity portion of our investment was financed in full by a loan of $27.9 million from WPC ( Note 3 ). Embassy Suites by Hilton Denver-Downtown/Convention Center On November 4, 2015, we acquired the Embassy Suites by Hilton Denver-Downtown/Convention Center hotel from Cornerstone Real Estate Advisors, an unaffiliated third party, and acquired real estate and other hotel assets, net of assumed liabilities totaling $168.8 million . The 403 -room, all-suite hotel is located in Denver, Colorado. The hotel will continue to be managed by Sage Hospitality, an unaffiliated third party. In connection with this acquisition, we expensed acquisition costs of $4.9 million , including acquisition fees of $4.5 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $100.0 million upon acquisition ( Note 8 ). The following tables present a summary of assets acquired and liabilities assumed in these business combinations, each at the date of acquisition, and revenues and earnings thereon, since their respective dates of acquisition through December 31, 2015 (in thousands): 2015 Acquisitions Marriott Sawgrass Golf Resort & Spa (a) Courtyard Nashville Downtown (b) Embassy Suites by Hilton Denver-Downtown/Convention Center Acquisition Date April 1, 2015 May 1, 2015 November 4, 2015 Cash consideration $ 24,764 $ 58,498 $ 168,809 Assets acquired at fair value: Building and site improvements $ 93,578 $ 47,494 $ 153,358 Land 26,400 8,500 13,000 Furniture, fixtures and equipment 8,132 4,945 3,526 Construction in progress 770 — — Accounts receivable 5,635 224 76 Other assets 2,628 4 565 Liabilities assumed at fair value: Non-recourse mortgage (66,700 ) — — Accounts payable, accrued expenses and other liabilities (11,921 ) (2,669 ) (1,716 ) Contribution from noncontrolling interest at fair value (33,758 ) — — Net assets acquired at fair value $ 24,764 $ 58,498 $ 168,809 From Acquisition Date Through December 31, 2015 Revenues $ 34,928 $ 10,537 $ 3,620 Income from operations before income taxes $ 2,135 $ 4,290 $ 610 ___________ (a) The remaining 50% interest in this venture is owned by CWI 1. (b) Subsequent to our initial reporting of the assets acquired and liabilities assumed but within the one-year measurement period timeframe, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in an increase of $0.1 million to the preliminary fair value of the building and a corresponding increase to the preliminary fair value of accounts payable, accrued expenses and other liabilities. Pro Forma Financial Information The following unaudited consolidated pro forma financial information presents our financial results as if the acquisitions that we completed during the years ended December 31, 2016 and 2015, and the new financings related to these acquisitions, had occurred on January 1, 2015 and 2014, respectively, with the exception of the acquisition of and new financing related to the Seattle Marriott Bellevue, which we present as if they had occurred on July 14, 2015, the opening date of the hotel. These transactions were accounted for as business combinations. The pro forma financial information is not necessarily indicative of what the actual results would have been had the acquisitions actually occurred on the dates listed above, nor does it purport to represent the results of operations for future periods. (Dollars in thousands, except per share amounts) Year Ended December 31, 2016 2015 2014 Pro forma total revenues $ 313,726 $ 274,723 $ 87,415 Pro forma net income (loss) $ 11,471 $ (26,631 ) $ (8,487 ) Pro forma income attributable to noncontrolling interests (3,577 ) (1,174 ) (511 ) Pro forma net income (loss) attributable to CWI 2 stockholders $ 7,894 $ (27,805 ) $ (8,998 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 4,886 $ (25,646 ) $ (8,998 ) Basic and diluted pro forma weighted-average shares outstanding 45,218,923 48,484,487 7,995,127 Basic and diluted pro forma income (loss) per share $ 0.11 $ (0.53 ) $ (1.13 ) Pro forma income (loss) per Class T share: Net income (loss) attributable to CWI 2 stockholders $ 3,008 $ (2,159 ) $ — Basic and diluted pro forma weighted-average shares outstanding 29,978,270 3,644,786 — Basic and diluted pro forma income (loss) per share $ 0.10 $ (0.59 ) $ — The pro forma weighted-average shares outstanding were determined as if the number of shares required to raise any funds needed for the acquisitions we completed during the years ended December 31, 2016 and 2015 were issued on January 1, 2015 and 2014, respectively, with the exception of the Seattle Marriott Bellevue, which were determined as if the number of shares required 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 acquisitions we completed during the years ended December 31, 2016 and 2015 are presented as if they were incurred on January 1, 2015 and 2014, respectively, with the exception of the acquisition costs for the Seattle Marriott Bellevue, which are presented as if they were incurred on July 14, 2015. Construction in Progress At December 31, 2016 and 2015 , construction in progress, recorded at cost, was $16.0 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, utilities expense and hotel incremental labor costs, related to hotels undergoing major renovations. During the years ended December 31, 2016 and 2015 , we capitalized $0.8 million and $0.1 million , respectively. At December 31, 2016 and 2015 , accrued capital expenditures were $4.4 million and $1.2 million , respectively, representing non-cash investing activity. Asset Retirement Obligation We have recorded an asset retirement obligation for the removal of asbestos and environmental waste in connection with one of our Consolidated Hotels. We estimated the fair value of the asset retirement obligation based on the estimated economic life of the hotel and the estimated removal costs. The liability was discounted using the weighted-average interest rate on the associated fixed-rate mortgage loan at the time the liability was incurred. At December 31, 2016 , our asset retirement obligation was $0.1 million and is included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. We had no asset retirement obligations at December 31, 2015. |
Equity Investments in Real Esta
Equity Investments in Real Estate | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments in Real Estate | Equity Investment in Real Estate At December 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 respective 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 December 31, 2016 Carrying Value at December 31, 2016 2015 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort In progress $ 35,712 $ 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 ). We do not consolidate this entity because we are not the primary beneficiary and the nature of our involvement in the activities of the entity allows us to exercise significant influence but does not give us power over decisions that significantly affect the economic performance of the entity. (c) We received cash distributions of $1.3 million from this investment during the year ended December 31, 2016 . During the third quarter of 2016, we also received a distribution of $3.8 million from this investment, representing a return of capital for our share of proceeds from a mortgage refinancing in July 2016. We capitalized the refinancing fee paid to our Advisor totaling $0.1 million . At December 31, 2016 , the unamortized basis differences on our equity investment were $1.9 million . Net amortization of the basis differences reduced the carrying value of our equity investment by $0.1 million for the year ended December 31, 2016 . 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): Inception (May 22, 2014) Years Ended December 31, through Venture 2016 2015 December 31, 2014 Ritz-Carlton Key Biscayne Venture $ 3,063 $ 1,846 $ — No other-than-temporary impairment charges were recognized during either the years ended December 31, 2016 or 2015 . The following tables present combined summarized financial information of our equity method investment entity. Amounts provided are the total amounts attributable to the venture since our date of acquisition and does not represent our proportionate share (in thousands): December 31, 2016 2015 Real estate, net $ 291,015 $ 279,492 Other assets 47,642 51,287 Total assets 338,657 330,779 Debt 190,039 168,503 Other liabilities 20,004 15,170 Total liabilities 210,043 183,673 Members’ equity $ 128,614 $ 147,106 Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Revenues $ 80,882 $ 44,079 $ — Expenses 81,369 49,369 — Net loss attributable to equity method investment $ (487 ) $ (5,290 ) $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 — Our derivative assets 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 years ended December 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 $571.9 million and $207.9 million at December 31, 2016 and 2015 , respectively, and an estimated fair value of $570.8 million and $209.4 million at December 31, 2016 and 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 December 31, 2016 and 2015 . |
Risk Management and Use of Deri
Risk Management and Use of Derivative Financial Instruments | 12 Months Ended |
Dec. 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 income (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 as Hedging Instruments Asset Derivatives Fair Value at December 31, Balance Sheet Location 2016 2015 Interest rate swap Other assets $ 816 $ — Interest rate caps Other assets 279 24 $ 1,095 $ 24 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 December 31, 2016 and 2015 , no cash collateral had been posted nor received for any of our derivative positions. We recognized an unrealized gain of $0.3 million and loss of $0.1 million in Other comprehensive income (loss) on derivatives in connection with our interest rate swap and caps during the years ended December 31, 2016 and 2015 , respectively. No such losses were recognized from Inception through December 31, 2014. We reclassified $0.7 million of losses from Other comprehensive income (loss) on derivatives into Interest expense during the year ended December 31, 2016 . No such losses were reclassified during the year ended December 31, 2015 or Inception through December 31, 2014. Amounts reported in Other comprehensive income (loss) related to our interest rate swap and caps will be reclassified to Interest expense as interest expense is incurred on our variable-rate debt. At December 31, 2016 , we estimated that an additional $0.3 million , inclusive of amounts attributable to noncontrolling interests of less than $0.1 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 December 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 December 31, 2016 Interest rate swap 1 $ 100,000 $ 816 Interest rate caps 6 290,500 279 $ 1,095 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 December 31, 2016 . At December 31, 2016 , our total credit exposure and the maximum exposure to any single counterparty were $1.0 million and $0.8 million , respectively. 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 December 31, 2016 , we had not been declared in default on any of our derivative obligations. At both December 31, 2016 and 2015, we had no derivatives that were in a net liability position. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt consists of mortgage notes payable, which are collateralized by the assignment of hotel properties. The following table presents the non-recourse and limited-recourse debt on our Consolidated Hotels (dollars in thousands): Current Carrying Amount at December 31, Consolidated Hotels Interest Rate Rate Type Maturity Date 2016 2015 Courtyard Nashville Downtown (a) (b) 3.64% Variable 5/2019 $ 41,656 $ 41,509 San Jose Marriott (a) (c) 3.37% Variable 7/2019 87,429 — Renaissance Atlanta Midtown Hotel (a) (c) (d) 3.64%, 10.64% Variable 8/2019 46,611 — Marriott Sawgrass Golf Resort & Spa (a) 4.47% Variable 11/2019 78,000 66,700 Seattle Marriott Bellevue (a) (b) 3.88% Variable 1/2020 99,188 — Le Méridien Arlington (a) (b) 3.37% Variable 6/2020 34,502 — Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,725 99,679 San Diego Marriott La Jolla 4.13% Fixed 8/2023 84,824 — $ 571,935 $ 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 rates in effect at December 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. (c) These mortgage loans have two-year extension options, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. (d) The debt is comprised of a $34.0 million senior mortgage loan with a floating annual interest rate of LIBOR plus 3.0% and a $13.5 million mezzanine loan with a floating annual interest rate of LIBOR plus 10.0% , both subject to interest rate caps. Both loans have a maturity date of August 30, 2019. 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 annual interest rate of LIBOR plus 2.7% , which has effectively been fixed at approximately 3.9% through an interest rate swap agreement. The mortgage loan was limited-recourse up to a maximum of $15.0 million and would terminate upon satisfaction of certain conditions as described in the loan agreement. Subsequent to December 31, 2016, these conditions were satisfied and the limited-recourse provisions no longer apply ( Note 14 ). The loan is interest-only for 36 months and has a maturity date of January 22, 2020 . We recorded $1.1 million of deferred financing costs related to this loan. In connection with our acquisition of the Le Méridien Arlington, we obtained a non-recourse mortgage loan of $35.0 million , with a floating annual interest rate of LIBOR plus 2.8% , which is subject to an interest rate cap. The loan is interest-only for 36 months and has a maturity date of June 28, 2020 . We recorded $0.6 million of deferred financing costs related to this loan. In connection with our acquisition of the San Jose Marriott, we obtained a non-recourse mortgage loan of $88.0 million , with a floating annual interest rate of LIBOR plus 2.8% , which is subject to an interest rate cap. The loan is interest-only for 36 months and has a maturity date of July 12, 2019 . We recorded $0.7 million of deferred financing costs related to this loan. In connection with our acquisition of the San Diego Marriott La Jolla, we obtained a non-recourse mortgage loan of $85.0 million with a fixed interest rate of 4.1% . The loan is interest-only for 36 months and has a maturity date of August 1, 2023 . We recorded $0.2 million of deferred financing costs related to this loan. In connection with our acquisition of the Renaissance Atlanta Midtown Hotel, we obtained debt comprised of a $34.0 million senior mortgage loan with a floating annual interest rate of LIBOR plus 3.0% and a $13.5 million non-recourse mezzanine loan with a floating annual interest rate of LIBOR plus 10.0% , both subject to interest rate caps. Each loan is interest-only for 36 months and has a maturity date of August 30, 2019 . We recorded $1.0 million of deferred financing costs related to this loan. During the year ended December 31, 2016 , we drew down the remaining $11.3 million available under the $78.0 million Marriott Sawgrass Golf Resort & Spa mortgage financing commitment for renovations at the hotel. Financing Activity During 2015 In connection with our 50% investment in the Marriott Sawgrass Golf Resort & Spa venture ( Note 4 ), we assumed $78.0 million in non-recourse mortgage financing, of which $66.7 million had been drawn at the acquisition date, at a rate of LIBOR plus 3.85% , which is subject to an interest rate cap, and a maturity date of November 1, 2019 . The loan is interest-only until its maturity date. In connection with our acquisition of the Courtyard Nashville Downtown hotel, we obtained a non-recourse mortgage loan of $42.0 million , with a floating interest rate of LIBOR plus 3.0% , which is subject to an interest rate cap. The loan is interest-only for 24 months and has a maturity date of May 1, 2019 . We recorded $0.6 million of deferred financing costs related to this loan. In connection with our acquisition of the Embassy Suites by Hilton Denver-Downtown/Convention Center hotel, we obtained a non-recourse mortgage loan of $100.0 million , with a fixed interest rate of 3.9% . The loan is interest-only for 36 months and has a maturity date of December 1, 2022 . We recorded $0.3 million of deferred financing costs related to this loan. 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 December 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 each of the next five calendar years following December 31, 2016 and thereafter are as follows (in thousands): Years Ending December 31, Total 2017 $ 640 2018 960 2019 258,559 2020 136,087 2021 3,488 Thereafter through 2023 175,766 Total principal payments 575,500 Deferred financing costs (a) (3,565 ) Total $ 571,935 ___________ (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 | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At December 31, 2016 , we were not involved in any material litigation. Various claims and lawsuits may arise against us in the normal course of business, but we do not expect the results of such proceedings to have a material adverse effect on our consolidated financial position or results of operations. Organization and Offering Costs 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 December 31, 2016 , our Advisor incurred organization and offering costs on our behalf of approximately $7.6 million , all of which we were obligated to pay. Unpaid costs of $0.5 million were included in Due to related parties and affiliates in the consolidated financial statements at December 31, 2016 . Hotel Management Agreements As of December 31, 2016 , our Consolidated Hotel properties are operated pursuant to long-term management agreements with four different management companies, with initial terms ranging from 5 to 40 years . Each management company receives a base management fee, generally ranging from 2.5% to 3.0% of hotel revenues. Four of our management agreements contain the right and license to operate the hotels under specified brands. No separate franchise agreements exist and no separate franchise fee is required for these hotels. The management agreements that include the benefit of a franchise agreement incur a base management fee generally ranging from 3.0% to 7.0% of hotel revenues. The management companies are generally also eligible to receive an incentive management fee, which is typically calculated as a percentage of operating profit, either (i) in excess of projections with a cap or (ii) after the owner has received a priority return on its investment in the hotel. Franchise Agreements As of December 31, 2016 , we have four franchise agreements with Marriott owned brands and one with a Hilton owned brand related to our Consolidated Hotels. The franchise agreements have initial terms ranging from 20 to 25 years . This number excludes four hotels that receive the benefits of a franchise agreement pursuant to management agreements, as discussed above. Our franchise agreements grant us the right to the use of the brand name, systems and marks with respect to specified hotels and establish various management, operational, record-keeping, accounting, reporting and marketing standards and procedures that the licensed hotel must comply with. In addition, the franchisor establishes requirements for the quality and condition of the hotel and its furniture, fixtures and equipment, and we are obligated to expend such funds as may be required to maintain the hotel in compliance with those requirements. Typically, our franchise agreements provide for a license fee, or royalty, of 3.0% to 6.0% of room revenues and, if applicable, 3.0% of food and beverage revenue. In addition, we generally pay 1.0% to 4.0% of room revenues as marketing and reservation system contributions for the system-wide benefit of brand hotels. Franchise fees are included in sales and marketing expense in our consolidated financial statements. Renovation Commitments Certain of our hotel franchise and loan agreements require us to make planned renovations to our Consolidated Hotels ( Note 4 ). We do not currently expect to, and are not obligated to, fund any planned renovations on our Unconsolidated Hotel beyond our original investment. At December 31, 2016 , six hotels were either undergoing renovation or in the planning stage of renovations, and we currently expect that three will be completed during the first half of 2017, one will be completed during the second half of 2017 and two will be completed during the first half of 2018. The following table summarizes our capital commitments related to our Consolidated Hotels (in thousands): December 31, 2016 2015 Capital commitments $ 48,327 $ 27,100 Less: paid (22,981 ) (4,390 ) Unpaid commitments 25,346 22,710 Less: amounts in restricted cash designated for renovations (17,582 ) (7,816 ) Unfunded commitments (a) $ 7,764 $ 14,894 ___________ (a) Of our unfunded commitments at December 31, 2016 and 2015, approximately $6.2 million and $1.8 million , respectively, of unrestricted cash on our balance sheet was designated for renovations. Capital Expenditures and Reserve Funds With respect to our hotels that are operated under management or franchise agreements with major national hotel brands and for most of our hotels subject to mortgage loans, we are obligated to maintain furniture, fixtures and equipment reserve accounts for future capital expenditures at these hotels, sufficient to cover the cost of routine improvements and alterations at the hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels, and typically ranges between 1% and 5% of the respective hotel’s total gross revenue. As of December 31, 2016 and 2015, $14.3 million and $7.1 million , respectively, was held in furniture, fixtures and equipment reserve accounts for future capital expenditures. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity Loss Per Share The following table presents loss per share (in thousands, except share and per share amounts): Year Ended December 31, 2016 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 18,590,127 $ (7,960 ) $ (0.43 ) Class T common stock 29,978,270 (13,067 ) (0.44 ) Net loss attributable to CWI 2 stockholders $ (21,027 ) The allocation of Net loss attributable to CWI 2 stockholders is calculated based on the weighted-average shares outstanding for Class A common stock and Class T common stock for the period. For the year ended December 31, 2016 , the allocation for the Class A common stock excludes the accretion of interest on the annual distribution and shareholder servicing fee of $0.2 million which is only applicable to holders of Class T common stock ( Note 3 ). No accretion of interest on the annual distribution and shareholder servicing fee was recognized for the years ended December 31, 2015 or 2014. Reclassifications Out of Accumulated Other Comprehensive Income (Loss) The following tables present a reconciliation of changes in Accumulated other comprehensive income (loss) by component for the periods presented (in thousands): Years Ended December 31, Gains and Losses on Derivative Instruments 2016 2015 2014 Beginning balance $ (94 ) $ — $ — Other comprehensive income (loss) before reclassifications 271 (104 ) — Amounts reclassified from accumulated other comprehensive loss to: Interest expense 718 — — Total 718 — — Net current period other comprehensive income (loss) 989 (104 ) — Net current period other comprehensive loss attributable to noncontrolling interests 1 10 — Ending balance $ 896 $ (94 ) $ — Distributions Distributions paid to stockholders consist of ordinary income, capital gains, return of capital or a combination thereof for income tax purposes. The following table presents annualized cash distributions paid per share, from Inception through December 31, 2016 , reported for tax purposes and serves as a designation of capital gain distributions, if applicable, pursuant to Internal Revenue Code Section 857(b)(3)(C) and Treasury Regulation § 1.857-6(e): Years Ended December 31, 2016 2015 (a) Class A Class T Class A Class T Ordinary income $ 0.2253 $ 0.1837 $ 0.1896 $ 0.1559 Return of capital 0.3009 0.2455 — — Total distributions paid $ 0.5262 $ 0.4292 $ 0.1896 $ 0.1559 ___________ (a) We did not admit stockholders until May 15, 2015; therefore, no dividends were paid prior to this date. During the fourth quarter 2016, our board of directors declared per share distributions at a rate of $0.0018621 and $0.0015760 per day for our Class A and Class T common stock, respectively. The distributions were comprised of $0.0015013 and $0.0012152 payable in cash, respectively, and $0.0003608 and $0.0003608 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 January 13, 2017 in the aggregate amount of $7.2 million . Proceeds from Sale of Common Stock During January 2017 and 2016, we received proceeds totaling $0.9 million and $2.8 million , respectively, net of selling commissions and dealer manager fees, related to Class A and Class T shares that we sold during the year ended December 31, 2016 and 2015, respectively. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments For the years ended December 31, 2016 and 2015 , we recognized stock-based compensation expense related to the awards of RSUs to employees of the Subadvisor under the 2015 Equity Incentive Plan and shares issued to our directors as part of the fees they earn for serving on our board aggregating $0.3 million and $0.2 million , respectively. No stock-based compensation expense was recognized during the period from Inception through December 31, 2014. Stock-based compensation expense is included within Corporate general and administrative expenses in the consolidated financial statements. We have not recognized any income tax benefit in earnings for our share-based compensation arrangements since Inception. 2015 Equity Incentive Plan We maintain the 2015 Equity Incentive Plan, which authorizes the issuance of shares of our common stock to our officers and officers and employees of the Subadvisor, who perform services on our behalf, and to any non-director members of the investment committee through stock-based awards. The 2015 Equity Incentive Plan provides for the grant of RSUs and dividend equivalent rights. A maximum of 2,000,000 shares may be granted, of which 1,933,764 shares remained available for future grants at December 31, 2016 . A summary of the RSU activity for the years ended December 31, 2016 and 2015 follows: RSU Awards Weighted-Average Grant Date Shares Fair Value Nonvested at January 1, 2015 — $ 10.00 Granted 30,250 10.53 Nonvested at January 1, 2016 30,250 10.00 Granted 42,260 10.53 Vested (a) (10,083 ) 10.00 Forfeited (6,274 ) 10.36 Nonvested at December 31, 2016 (b) 56,153 $ 10.36 ___________ (a) RSUs generally vest over three years and are subject to continued employment. The total fair value of shares vested during the year ended December 31, 2016 was $0.1 million . (b) We currently expect to recognize stock-based compensation expense totaling approximately $0.4 million over the remaining vesting period. The awards to employees of the Subadvisor had a weighted-average remaining contractual term of 1.9 years at December 31, 2016 . Shares Granted to Directors During the years ended December 31, 2016 and 2015 , we also issued 10,000 shares and 12,500 shares, respectively, of Class A common stock to our independent directors, at $10.53 and $10.00 per share, respectively, as part of their director compensation. No shares were issued from Inception through December 31, 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a REIT, we are permitted to own lodging properties but are prohibited from operating these properties. In order to comply with applicable REIT qualification rules, we enter into leases for each of our lodging properties with TRS lessees. The TRS lessees in turn contract with independent hotel management companies that manage day-to-day operations of our hotels under the oversight of the Subadvisor. The components of our provision for income taxes for the periods presented are as follows (in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Federal Current $ 1,830 $ 423 $ — Deferred 395 (180 ) — 2,225 243 — State and Local Current 509 164 — Deferred (23 ) (335 ) — 486 (171 ) — Total Provision $ 2,711 $ 72 $ — Deferred income taxes at December 31, 2016 and 2015 consist of the following (in thousands): At December 31, 2016 2015 Deferred Tax Assets Deferred revenue - key money $ 2,970 $ 1,977 Net operating loss carryforwards 1,114 621 Accrued vacation payable and deferred rent 972 30 Gift card liability 12 11 Other 395 323 Total deferred income taxes 5,463 2,962 Valuation allowance (4,102 ) (1,953 ) Total deferred tax assets 1,361 1,009 Deferred Tax Liabilities Other (5 ) (4 ) Net Deferred Tax Asset $ 1,356 $ 1,005 A reconciliation of the provision for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the periods presented is as follows (dollars in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Pre-tax income (loss) from taxable subsidiaries $ 4,346 $ (7,172 ) $ — Federal provision at statutory tax rate (34%) $ 1,477 $ (2,438 ) $ — Valuation allowance 1,969 1,953 — (Income) loss not subject to federal tax (1,194 ) 924 — State and local taxes, net of federal provision 406 (381 ) — Other 30 2 — Non-deductible expenses 23 12 — Total provision $ 2,711 $ 72 $ — As of December 31, 2016 and 2015, our taxable subsidiaries had federal and state and local net operating losses of $3.0 million and $1.7 million , respectively. The utilization of net operating losses may be subject to certain limitations under the tax laws of the relevant jurisdiction. If not utilized, our federal and state and local net operating losses will begin to expire in 2034 . As of December 31, 2016 and 2015, we recorded a valuation allowance of $4.1 million and $2.0 million , respectively, related to these net operating loss carryforwards and other deferred tax assets. The net deferred tax assets in the table above are comprised of deferred tax asset balances, net of certain deferred tax liabilities and valuation allowances, of $1.4 million and $1.0 million at December 31, 2016 and 2015, respectively, which are included in Other assets, net in the consolidated balance sheets. Our taxable subsidiaries recognize tax positions in the financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. We had no unrecognized tax benefits at December 31, 2016 and 2015. Our tax returns are subject to audit by taxing authorities. The statute of limitations varies by jurisdiction and ranges from three to four years. Such audits can often take years to complete and settle. The tax years 2014 through 2016 remain open to examination by the major taxing jurisdictions to which we are subject. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2016 (a) (b) June 30, 2016 (a) (b) September 30, 2016 (a) (b) December 31, 2016 (a) (b) Revenues $ 30,852 $ 36,961 $ 54,363 $ 55,424 Operating expenses 30,759 31,793 55,867 59,413 Net (loss) income (2,046 ) 1,984 (7,447 ) (9,941 ) (Income) loss attributable to noncontrolling interests (1,655 ) (1,532 ) 31 (421 ) Net (loss) income attributable to CWI 2 stockholders $ (3,701 ) $ 452 $ (7,416 ) $ (10,362 ) Class A common stock Basic and diluted (loss) income per share (a) (c) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1500 0.1644 0.1713 0.1713 Class T common stock Basic and diluted (loss) income per share (a) (c) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1264 0.1381 0.1450 0.1450 Three Months Ended March 31, 2015 (a) (b) June 30, 2015 (a) (b) September 30, 2015 (a) (b) December 31, 2015 (a) (b) Revenues $ — $ 18,533 $ 12,978 $ 17,574 Operating expenses 428 22,714 13,892 21,603 Net (loss) income (428 ) (5,143 ) 68 (6,560 ) (Income) loss attributable to noncontrolling interests — (1,197 ) (19 ) 745 Net (loss) income attributable to CWI 2 stockholders $ (428 ) $ (6,340 ) $ 49 $ (5,815 ) Class A common stock Basic and diluted (loss) income per share (a) (c) $ (0.69 ) $ (6.13 ) $ 0.02 $ (0.33 ) Distributions declared per share — 0.0775 0.1500 0.1500 Class T common stock Basic and diluted loss per share (a) (c) $ — $ (6.14 ) $ — $ (0.33 ) Distributions declared per share — 0.0653 0.1264 0.1264 ___________ (a) For purposes of determining the weighted-average number of shares of common stock outstanding and loss (income) per share, historical amounts have been adjusted to treat stock distributions declared and effective through our filing date as if they were outstanding as of the beginning of the periods presented. (b) Our results are not comparable year over year because of hotel acquisitions in 2015 and 2016 . (c) The sum of the quarterly (loss) income per share does not agree to the annual loss per share due to the issuance of our common stock that occurred during these periods. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Offering On February 28, 2017, we determined that, in light of recent changes in the business outlook and regulatory actions, we would continue our initial public offering through December 31, 2017. The offering will be suspended on or about March 31, 2017 while our Advisor completes the determination of our NAVs as of December 31, 2016 and we update our offering documents to reflect the NAVs and any related changes to the offering prices of our shares. Financing On January 25, 2017, in connection with the acquisition of the Ritz-Carlton San Francisco on December 30, 2016 ( Note 4 ), we obtained a non-recourse mortgage loan of $143.0 million with a fixed interest rate of 4.6% and a term of five years . We used the proceeds from this loan, and proceeds from our initial public offering, to repay a loan from WPC, as described below. Subsequent to December 31, 2016, upon the satisfaction of certain conditions described in the loan agreement for the Seattle Marriott Bellevue mortgage; the limited-recourse provisions no longer apply. Repayment of Note Payable to Affiliate Subsequent to December 31, 2016, we fully repaid the $210.0 million that we had borrowed from WPC in connection with the Ritz-Carlton San Francisco acquisition on December 29, 2016, and as a result, $250.0 million is available to be borrowed by us from WPC for acquisitions as of the date of this Report ( Note 3 ). |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2016 and 2015 and Inception through December 31, 2014 (in thousands) Description Balance at Beginning of Year Other Additions Deductions Balance at End of Year Year Ended December 31, 2016 Valuation reserve for deferred tax assets $ 1,953 $ 2,149 $ — $ 4,102 Year Ended December 31, 2015 Valuation reserve for deferred tax assets $ — $ 1,953 $ — $ 1,953 Year Ended December 31, 2014 Valuation reserve for deferred tax assets $ — $ — $ — $ — |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2016 | |
SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate and Accumulated Depreciation | SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION December 31, 2016 (in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition (a) Increase In Net Investments (b) Gross Amount at which Carried at Close of Period (c) Life on which Depreciation in Latest Statement of Income is Computed Description Encumbrances Land Buildings Land Buildings Total Accumulated Depreciation (c) Date of Construction Date Acquired Marriott Sawgrass Golf Resort & Spa $ 78,000 $ 26,400 $ 93,551 $ 7,558 $ — $ 26,400 $ 101,109 $ 127,509 $ 4,400 1987 Apr. 2015 4 ‒ 40 yrs. Courtyard Nashville Downtown 41,656 8,500 47,443 711 51 8,500 48,205 56,705 2,069 1998 May 2015 4 ‒ 40 yrs. Embassy Suites by Hilton Denver-Downtown/Convention Center 99,726 13,000 153,358 89 — 13,000 153,447 166,447 4,451 2010 Nov. 2015 4 ‒ 40 yrs. Seattle Marriott Bellevue 99,187 19,500 149,111 — — 19,500 149,111 168,611 3,514 2015 Jan. 2016 4 ‒ 40 yrs. Le Méridien Arlington 34,502 8,900 43,191 1,358 — 8,900 44,549 53,449 606 2007 Jun. 2016 4 ‒ 40 yrs. San Jose Marriott 87,429 7,509 138,319 36 — 7,509 138,355 145,864 1,626 2003 Jul. 2016 4 ‒ 40 yrs. San Diego Marriott La Jolla 84,824 20,264 110,300 13 38 20,264 110,351 130,615 1,268 1985 Jul. 2016 4 ‒ 40 yrs. Renaissance Atlanta Midtown Hotel 46,611 8,600 64,441 — — 8,600 64,441 73,041 549 2009 Aug. 2016 4 ‒ 40 yrs. Ritz-Carlton San Francisco — 98,605 170,372 — — 98,605 170,372 268,977 23 1991 Dec. 2016 4 ‒ 40 yrs. $ 571,935 $ 211,278 $ 970,086 $ 9,765 $ 89 $ 211,278 $ 979,940 $ 1,191,218 $ 18,506 ___________ (a) Consists of the cost of improvements subsequent to acquisition, including construction costs primarily for renovations pursuant to our contractual obligations. (b) The increases in net investments were due the identification of measurement period adjustments, identified within the one-year measurement period, related to asset retirement obligations for the removal of asbestos and environmental waste. (c) A reconciliation of hotels and accumulated depreciation follows: NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Reconciliation of Hotels Years Ended December 31, 2016 2015 2014 Beginning balance $ 343,067 $ — $ — Additions 839,201 342,252 — Improvements 8,950 815 — Ending balance $ 1,191,218 $ 343,067 $ — Reconciliation of Accumulated Depreciation for Hotels Years Ended December 31, 2016 2015 2014 Beginning balance $ 3,216 $ — $ — Depreciation expense 15,290 3,216 — Ending balance $ 18,506 $ 3,216 $ — At December 31, 2016 , the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $1.3 billion . |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounting for Acquisitions | Accounting for Acquisitions In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. We capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. We record our investments in hotel properties based on the fair value of the identifiable assets acquired, identifiable intangible assets or liabilities acquired, liabilities assumed and any noncontrolling interest in the acquired entity, and if applicable, recognizing and measuring any goodwill or gain from a bargain purchase at the acquisition date. We allocate the purchase price among the assets acquired and liabilities assumed based on their respective fair values. In making estimates of fair value for purposes of allocating the purchase price, we utilize a variety of information obtained in connection with the acquisition of a hotel property, including valuations performed by independent third parties and information obtained about each hotel property resulting from pre-acquisition due diligence. |
Impairments | Impairments We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, or when there are adverse changes in the demand for lodging due to declining national or local economic conditions. We may incur impairment charges on long-lived assets, including real estate, related intangible assets, assets held for sale and equity investments. Our policies and estimates for evaluating whether these assets are impaired are presented below. Real Estate — For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of, among other things, net operating income, residual values and holding periods. Our investment objective is to hold properties on a long-term basis. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the loss as the excess of the carrying value of the property’s asset group over its estimated fair value. The estimated fair value of the property’s asset group is primarily determined using market information from outside sources such as broker quotes or recent comparable sales. In cases where the available market information is not deemed appropriate, we perform a future net cash flow analysis discounted for inherent risk associated with each asset to determine an estimated fair value. Equity Investments in Real Estate — We evaluate our equity investments in real estate on a periodic basis to determine if there are any indicators that the value of our equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value. |
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. |
Shares Repurchased | Share Repurchases — Share repurchases are recorded as a reduction of common stock par value and additional paid-in capital under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders, subject to certain exceptions, conditions, and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. |
Real Estate | Real Estate — We carry land, buildings and personal property at cost less accumulated depreciation. We capitalize improvements and we expense replacements, maintenance and repairs that do not improve or extend the life of the respective assets as incurred. Renovations and/or replacements at the hotel properties that improve or extend the life of the assets are capitalized and depreciated over their useful lives, and repairs and maintenance are expensed as incurred. We capitalize interest and certain other costs, such as incremental labor costs relating to hotels undergoing major renovations and redevelopments. Assets Held for Sale — We classify real estate assets as held for sale when we have entered into a contract to sell the property, all material due diligence requirements have been satisfied, or we believe it is probable that the disposition will occur within one year. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less estimated costs to sell. In the unlikely event that we decide not to sell a property previously classified as held for sale, we reclassify the property as held and used. We measure and record a property that is reclassified as held and used at the lower of (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used or (ii) the estimated fair value at the date of the subsequent decision not to sell. We recognize gains and losses on the sale of properties when, among other criteria, we no longer have continuing involvement, the parties are bound by the terms of the contract, all consideration has been exchanged, and all conditions precedent to closing have been performed. At the time the sale is consummated, a gain or loss is recognized as the difference between the sale price, less any selling costs, and the carrying value of the property. |
Cash | Cash — Our cash is held in the custody of several financial institutions, and these balances, at times, exceed federally-insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions. |
Restricted Cash | Restricted Cash — Restricted cash consists primarily of amounts escrowed pursuant to the terms of our mortgage debt to fund planned renovations and improvements, property taxes, insurance, and normal replacement of furniture, fixtures and equipment at our hotels. |
Other Assets and Liabilities | Other Assets and Liabilities — Other assets consists primarily of prepaid expenses, deposits, hotel inventories, derivative assets, deferred tax assets, syndication costs and deferred franchise fees in the consolidated financial statements. Other liabilities consists primarily of unamortized key money and other deferred incentive payments, straight-line rent, derivative liabilities, hotel advance deposits, sales use and occupancy taxes payable, accrued income taxes, accrued interest and an intangible liability. |
Deferred Financing Cost | Deferred Financing Costs — Deferred financing costs represent costs to obtain mortgage financing. We amortize these charges to interest expense over the term of the related mortgage using a method which approximates the effective interest method. Deferred financing costs are presented in the consolidated balance sheet as a direct deduction from the carrying amount of that debt liability. |
Hotel Revenue Recognition | Hotel Revenue Recognition — We recognize revenue from operations of our hotels as the related services are provided. Our hotel revenues are comprised of hotel operating revenues (such as room, food and beverage) and revenue from other operating departments (such as internet, spa services, parking and gift shops). These revenues are recorded net of any sales or occupancy taxes collected from our guests as earned. All rebates or discounts are recorded as a reduction in revenue and there are no material contingent obligations with respect to rebates or discounts offered by us. All revenues are recorded on an accrual basis, as earned. Appropriate allowances are made for doubtful accounts and are recorded as a bad debt expense. We do not have any time-share arrangements and do not sponsor any frequent guest programs for which we would have any contingent liability. We participate in frequent guest programs sponsored by our hotel brands and we expense the charges associated with those programs (typically consisting of a percentage of the total guest charges incurred by a participating guest) as incurred. When a guest redeems accumulated frequent guest points at one of our hotels, the hotel bills the brand sponsor for the services provided in redemption of such points and records revenue in the amount of the charges billed to the brand sponsor. We have no loss contingencies or ongoing obligation associated with frequent guest programs beyond what is paid to the brand sponsor following a guest’s stay. |
Asset Retirement Obligations | Asset Retirement Obligations — Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability. In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective. |
Capitalized Cost | Capitalized Costs — We capitalize interest and certain other costs, such as property taxes, land leases, property insurance and incremental labor costs relating to hotels undergoing major renovations and redevelopments. We begin capitalizing interest as we incur disbursements, and capitalize other costs when activities necessary to prepare the asset ready for its intended use are underway. We cease capitalizing these costs when construction is substantially complete. |
Depreciation and Amortization | Depreciation and Amortization — We compute depreciation for hotels and related building improvements using the straight-line method over the estimated useful lives of the properties (limited to 40 years for buildings and ranging from four years up to the remaining life of the building at the time of addition for building improvements), site improvements (generally four to 15 years ), and furniture, fixtures and equipment (generally one to 12 years ). |
Organization and Offering Cost | Organization and Offering Costs — During the offering period, costs incurred in connection with the raising of capital will be recorded as deferred offering costs. Upon receipt of offering proceeds, we charge the deferred costs to stockholders’ equity. Under the terms of our advisory agreement as described in Note 3 , we reimburse our Advisor for organization and offering costs incurred; however, such reimbursements will not exceed regulatory limitations. Organization costs are expensed as incurred and are included in corporate general and administrative expenses in the financial statements. |
Derivative Instruments | Derivative Instruments — 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 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 a derivative’s change in fair value is immediately recognized in earnings. We use the portfolio exception in Accounting Standards Codification 820-10-35-18D, Application to Financial Assets and Financial Liabilities with Offsetting Positions in Market Risk or Counterparty Credit Risk with respect to measuring counterparty credit risk for all of our derivative transactions subject to master netting arrangements. |
Income Tax | Income Taxes — We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code. In order to maintain our qualification as a REIT, we are required, among other things, to distribute at least 90% of our REIT net taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we are not subject to federal income taxes on our income and gains that we distribute to our stockholders as long as we satisfy certain requirements, principally relating to the nature of our income and the level of our distributions, as well as other factors. We believe that we have operated, and we intend to continue to operate, in a manner that allows us to continue to qualify as a REIT. We conduct business in various states and municipalities within the United States, and, as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As a result, we are subject to certain state and local taxes and a provision for such taxes is included in the consolidated financial statements. We elect to treat certain of our corporate subsidiaries as taxable REIT subsidiaries, or TRSs. In general, a TRS may perform additional services for our investments and generally may engage in any real estate or non-real estate-related business (except for the operation or management of health care facilities or lodging facilities or providing to any person, under a franchise, license or otherwise, rights to any brand name under which any lodging facility or health care facility is operated). A TRS is subject to corporate federal, state and local income taxes. Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which we believe could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained. Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation and timing differences of certain income and expense recognitions, for federal income tax purposes. Deferred income taxes relate primarily to our TRSs and are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities of our TRSs and their respective tax bases and for their operating loss and tax credit carry forwards based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including tax planning strategies and other factors ( Note 12 ). We recognize deferred income taxes in certain of our subsidiaries taxable in the United States. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for U.S. GAAP purposes as described in Note 12 ). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). |
Share-Based Payments | Share-Based Payments — We have granted Class A restricted stock units, or RSUs, to certain employees of the Subadvisor. RSUs issued to employees of the Subadvisor generally vest over three years, subject to continued employment. We also issued shares of our Class A common stock to our independent directors as part of the fees they earn for serving on our board of directors. The expense recognized for share-based payment transactions for awards made to directors is based on the grant date fair value estimated in accordance with current accounting guidance for share-based payments. Share-based payment transactions for awards made to employees of the Subadvisor are based on the fair value of the services received. We recognize these compensation costs only for those shares expected to vest on a straight-line basis over the requisite service period of the award. We include share based payment transactions within Corporate general and administrative expense. |
Income (Loss) Attributable to Noncontrolling Interests | Income or Loss Attributable to Noncontrolling Interests — Earnings attributable to noncontrolling interests are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. |
Income (Loss) Per Share | Income (Loss) Per Share — Income (loss) per share, as presented, represents both basic and diluted per-share amounts for all periods presented in the consolidated financial statements. We calculate income (loss) per share using the two-class method to reflect the different classes of our outstanding common stock. Income (loss) per basic share of common stock is calculated by dividing Net income (loss) attributable to CWI 2 by the weighted-average number of shares of common stock issued and outstanding during the year. The allocation of Net income (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 the years ended December 31, 2016 and 2015 , and from Inception to December 31, 2014. |
Use of Estimates | Use of Estimates — 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 |
Recent Accounting Requirements | Recent Accounting Requirements The following ASUs promulgated by the FASB are applicable to us: In May 2014, the FASB issued ASU 2014-09 , Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model that changes the basis for deciding when revenue is recognized over time or at a point in time and expands the disclosures about revenue. The new guidance also applies to sales of real estate and the new principles-based approach is largely based on the transfer of control of the real estate to the buyer. The guidance is effective for annual reporting periods beginning after December 15, 2017, and the interim periods within those annual periods. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. We expect to adopt this new standard on January 1, 2018 using the modified retrospective transition method. Based on our assessment, the adoption of this standard will not have a material impact on our consolidated financial statements. 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 over the managing member or substantive participating rights over the entity or VIE. Please 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 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 2016-05 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. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 intends to reduce diversity in practice for certain cash flow classifications, including, but not limited to (i) debt prepayment or debt extinguishment costs, (ii) contingent consideration payments made after a business combination, (iii) proceeds from the settlement of insurance claims, and (iv) distributions received from equity method investees. ASU 2016-15 will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early application of the guidance permitted. We are in the process of evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements. In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. ASU 2016-17 changes how a reporting entity that is a decision maker should consider indirect interests in a VIE held through an entity under common control. If a decision maker must evaluate whether it is the primary beneficiary of a VIE, it will only need to consider its proportionate indirect interest in the VIE held through a common control party. ASU 2016-17 amends ASU 2015-02, which we adopted on January 1, 2016, and which currently directs the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. ASU 2016-17 will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 intends to reduce diversity in practice for the classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are in the process of evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions across all industries. The guidance is effective for annual reporting periods beginning after December 15, 2017, and the interim periods within those annual periods. We expect to adopt this new guidance on January 1, 2018. We are currently evaluating whether this ASU will have a material impact on our consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) . ASU 2017-05 clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments define the term in substance nonfinancial asset, in part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets. If substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets, then all of the financial assets promised to the counterparty are in substance nonfinancial assets within the scope of Subtopic 610-20. This amendment also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. 2017-05 is effective for periods beginning after December 15, 2017, with early application permitted for fiscal years beginning after December 15, 2016. We are currently evaluating the impact of ASU 2017-05 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. |
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 respective 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. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entities | The following table presents a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets (in thousands): December 31, 2016 2015 Net investments in real estate $ 657,517 $ 190,052 Total assets 706,115 211,216 Non-recourse and limited-recourse debt, net $ 218,843 $ 108,209 Total liabilities 249,637 121,830 |
Agreements and Transactions w29
Agreements and Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables present a summary of fees we paid; expenses we reimbursed and distributions we made to our Advisor, the Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Amounts Included in the Consolidated Statements of Operations To our Advisor: Acquisition fees $ 23,329 $ 6,225 $ — Asset management fees 4,372 954 — Available Cash Distributions 3,325 301 — Personnel and overhead reimbursements 2,550 660 — Accretion of interest on annual distribution and shareholder servicing fee 231 — — Interest expense 50 723 — To CWI 1: Acquisition fee to CWI 1 — 3,411 — $ 33,857 $ 12,274 $ — Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 22,264 $ 16,643 $ — Annual distribution and shareholder servicing fee 11,553 2,478 — Organization and offering costs 2,959 4,561 108 Capitalized refinancing fees for equity method investment 125 — — Capitalized acquisition fees for equity method investment — 1,862 — $ 36,901 $ 25,544 $ 108 The following table presents a summary of amounts included in Due to related parties and affiliates in the consolidated financial statements (in thousands): December 31, 2016 2015 Amounts Due to Related Parties and Affiliates To our Advisor: Note payable to WPC $ 210,033 $ — Acquisition fee payable 7,243 — Reimbursable costs 676 215 Other 489 186 Organization and offering costs 463 454 To Others: Due to Carey Financial (Annual distribution and shareholder servicing fee) 11,919 2,407 Due to CWI 1 389 1,521 Due to Carey Financial (Selling commissions and dealer manager fees) 46 191 Other — 11 $ 231,258 $ 4,985 |
Net Investments in Hotels (Tabl
Net Investments in Hotels (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Real Estate [Abstract] | |
Schedule of Hotel Properties | Net investments in hotels are summarized as follows (in thousands): December 31, 2016 2015 Buildings $ 969,661 $ 294,352 Land 211,278 47,900 Furniture, fixtures and equipment 67,541 16,496 Building and site improvements 10,279 815 Construction in progress 15,988 5,061 Hotels, at cost 1,274,747 364,624 Less: Accumulated depreciation (28,335 ) (5,359 ) Net investments in hotels $ 1,246,412 $ 359,265 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following tables present a summary of assets acquired and liabilities assumed in these business combinations, each at the date of acquisition, and revenues and earnings thereon, since their respective dates of acquisition through December 31, 2015 (in thousands): 2015 Acquisitions Marriott Sawgrass Golf Resort & Spa (a) Courtyard Nashville Downtown (b) Embassy Suites by Hilton Denver-Downtown/Convention Center Acquisition Date April 1, 2015 May 1, 2015 November 4, 2015 Cash consideration $ 24,764 $ 58,498 $ 168,809 Assets acquired at fair value: Building and site improvements $ 93,578 $ 47,494 $ 153,358 Land 26,400 8,500 13,000 Furniture, fixtures and equipment 8,132 4,945 3,526 Construction in progress 770 — — Accounts receivable 5,635 224 76 Other assets 2,628 4 565 Liabilities assumed at fair value: Non-recourse mortgage (66,700 ) — — Accounts payable, accrued expenses and other liabilities (11,921 ) (2,669 ) (1,716 ) Contribution from noncontrolling interest at fair value (33,758 ) — — Net assets acquired at fair value $ 24,764 $ 58,498 $ 168,809 (a) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in a decrease of $0.3 million to the preliminary fair value of the land, an increase of $0.9 million to the preliminary fair value of the building, a decrease of $0.1 million to the preliminary fair value of furniture, fixtures and equipment and a corresponding increase of $0.5 million to the preliminary fair value of accounts payable, accrued expenses and other. (b) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in a decrease of $0.1 million to the preliminary fair value of the land, a decrease of $0.2 million to the preliminary value of furniture, fixtures and equipment and a corresponding increase of $0.3 million to the preliminary fair value of the building. (c) During the fourth quarter of 2016, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in an increase of $0.2 million to the preliminary fair value of the land, an increase of less than $0.1 million to the preliminary value of furniture, fixtures and equipment, an increase of $0.2 million to the preliminary fair value of intangible assets and a corresponding decrease of $0.4 million to the preliminary fair value of the building. (d) 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 is subject to change. The following tables present a summary of assets acquired and liabilities assumed in these business combinations, at the dates of acquisition, and revenues and earnings thereon, since the respective date of acquisition through December 31, 2016 (in thousands): Seattle Marriott Bellevue Le Méridien Arlington (a) San Jose Marriott (b) San Diego Marriott La Jolla Renaissance Atlanta Midtown Hotel (c) Ritz-Carlton San Francisco (d) Acquisition Date January 22, 2016 June 28, 2016 July 13, 2016 July 21, 2016 August 30, 2016 December 30, 2016 Cash consideration $ 175,921 $ 54,891 $ 153,814 $ 136,782 $ 78,782 $ 272,207 Assets acquired at fair value: Building and site improvements $ 149,111 $ 43,643 $ 138,319 $ 110,338 $ 64,441 $ 170,370 Land 19,500 8,900 7,509 20,264 8,600 98,606 Furniture, fixtures and equipment 11,600 4,497 8,009 6,216 5,375 10,060 Intangible assets — — — — 488 — Accounts receivable 176 41 2,286 112 164 3,053 Other assets 388 290 423 607 323 1,025 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (854 ) (2,480 ) (2,732 ) (755 ) (609 ) (10,907 ) Contribution from noncontrolling interest at fair value (4,000 ) — — — — — Net assets acquired at fair value $ 175,921 $ 54,891 $ 153,814 $ 136,782 $ 78,782 $ 272,207 (a) The remaining 50% interest in this venture is owned by CWI 1. (b) Subsequent to our initial reporting of the assets acquired and liabilities assumed but within the one-year measurement period timeframe, we identified a measurement period adjustment that impacted the preliminary acquisition accounting, which resulted in an increase of $0.1 million to the preliminary fair value of the building and a corresponding increase to the preliminary fair value of accounts payable, accrued expenses and other liabilities. |
Schedule Of Revenues and Net Income | From Acquisition Dates Through December 31, 2016 Revenues $ 31,471 $ 6,038 $ 22,056 $ 13,878 $ 6,117 $ 471 Income from operations before income taxes $ 8,138 $ 871 $ 3,568 $ 2,622 $ 523 $ 150 From Acquisition Date Through December 31, 2015 Revenues $ 34,928 $ 10,537 $ 3,620 Income from operations before income taxes $ 2,135 $ 4,290 $ 610 |
Pro Forma Information | The following unaudited consolidated pro forma financial information presents our financial results as if the acquisitions that we completed during the years ended December 31, 2016 and 2015, and the new financings related to these acquisitions, had occurred on January 1, 2015 and 2014, respectively, with the exception of the acquisition of and new financing related to the Seattle Marriott Bellevue, which we present as if they had occurred on July 14, 2015, the opening date of the hotel. These transactions were accounted for as business combinations. The pro forma financial information is not necessarily indicative of what the actual results would have been had the acquisitions actually occurred on the dates listed above, nor does it purport to represent the results of operations for future periods. (Dollars in thousands, except per share amounts) Year Ended December 31, 2016 2015 2014 Pro forma total revenues $ 313,726 $ 274,723 $ 87,415 Pro forma net income (loss) $ 11,471 $ (26,631 ) $ (8,487 ) Pro forma income attributable to noncontrolling interests (3,577 ) (1,174 ) (511 ) Pro forma net income (loss) attributable to CWI 2 stockholders $ 7,894 $ (27,805 ) $ (8,998 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 4,886 $ (25,646 ) $ (8,998 ) Basic and diluted pro forma weighted-average shares outstanding 45,218,923 48,484,487 7,995,127 Basic and diluted pro forma income (loss) per share $ 0.11 $ (0.53 ) $ (1.13 ) Pro forma income (loss) per Class T share: Net income (loss) attributable to CWI 2 stockholders $ 3,008 $ (2,159 ) $ — Basic and diluted pro forma weighted-average shares outstanding 29,978,270 3,644,786 — Basic and diluted pro forma income (loss) per share $ 0.10 $ (0.59 ) $ — |
Equity Investments in Real Es31
Equity Investments in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following tables present combined summarized financial information of our equity method investment entity. Amounts provided are the total amounts attributable to the venture since our date of acquisition and does not represent our proportionate share (in thousands): December 31, 2016 2015 Real estate, net $ 291,015 $ 279,492 Other assets 47,642 51,287 Total assets 338,657 330,779 Debt 190,039 168,503 Other liabilities 20,004 15,170 Total liabilities 210,043 183,673 Members’ equity $ 128,614 $ 147,106 Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Revenues $ 80,882 $ 44,079 $ — Expenses 81,369 49,369 — Net loss attributable to equity method investment $ (487 ) $ (5,290 ) $ — 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): Inception (May 22, 2014) Years Ended December 31, through Venture 2016 2015 December 31, 2014 Ritz-Carlton Key Biscayne Venture $ 3,063 $ 1,846 $ — 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 December 31, 2016 Carrying Value at December 31, 2016 2015 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort In progress $ 35,712 $ 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 ). We do not consolidate this entity because we are not the primary beneficiary and the nature of our involvement in the activities of the entity allows us to exercise significant influence but does not give us power over decisions that significantly affect the economic performance of the entity. (c) We received cash distributions of $1.3 million from this investment during the year ended December 31, 2016 . During the third quarter of 2016, we also received a distribution of $3.8 million from this investment, representing a return of capital for our share of proceeds from a mortgage refinancing in July 2016. We capitalized the refinancing fee paid to our Advisor totaling $0.1 million . At December 31, 2016 , the unamortized basis differences on our equity investment were $1.9 million . Net amortization of the basis differences reduced the carrying value of our equity investment by $0.1 million for the year ended December 31, 2016 . |
Risk Management and Use of De32
Risk Management and Use of Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 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 as Hedging Instruments Asset Derivatives Fair Value at December 31, Balance Sheet Location 2016 2015 Interest rate swap Other assets $ 816 $ — Interest rate caps Other assets 279 24 $ 1,095 $ 24 |
Schedule of Derivative Instruments | The interest rate swap and caps that we had outstanding on our Consolidated Hotels at December 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 December 31, 2016 Interest rate swap 1 $ 100,000 $ 816 Interest rate caps 6 290,500 279 $ 1,095 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the non-recourse and limited-recourse debt on our Consolidated Hotels (dollars in thousands): Current Carrying Amount at December 31, Consolidated Hotels Interest Rate Rate Type Maturity Date 2016 2015 Courtyard Nashville Downtown (a) (b) 3.64% Variable 5/2019 $ 41,656 $ 41,509 San Jose Marriott (a) (c) 3.37% Variable 7/2019 87,429 — Renaissance Atlanta Midtown Hotel (a) (c) (d) 3.64%, 10.64% Variable 8/2019 46,611 — Marriott Sawgrass Golf Resort & Spa (a) 4.47% Variable 11/2019 78,000 66,700 Seattle Marriott Bellevue (a) (b) 3.88% Variable 1/2020 99,188 — Le Méridien Arlington (a) (b) 3.37% Variable 6/2020 34,502 — Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,725 99,679 San Diego Marriott La Jolla 4.13% Fixed 8/2023 84,824 — $ 571,935 $ 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 rates in effect at December 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. (c) These mortgage loans have two-year extension options, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. (d) The debt is comprised of a $34.0 million senior mortgage loan with a floating annual interest rate of LIBOR plus 3.0% and a $13.5 million mezzanine loan with a floating annual interest rate of LIBOR plus 10.0% , both subject to interest rate caps. Both loans have a maturity date of August 30, 2019. |
Debt Maturity Schedule | Scheduled debt principal payments during each of the next five calendar years following December 31, 2016 and thereafter are as follows (in thousands): Years Ending December 31, Total 2017 $ 640 2018 960 2019 258,559 2020 136,087 2021 3,488 Thereafter through 2023 175,766 Total principal payments 575,500 Deferred financing costs (a) (3,565 ) Total $ 571,935 ___________ (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) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Funding Commitment | The following table summarizes our capital commitments related to our Consolidated Hotels (in thousands): December 31, 2016 2015 Capital commitments $ 48,327 $ 27,100 Less: paid (22,981 ) (4,390 ) Unpaid commitments 25,346 22,710 Less: amounts in restricted cash designated for renovations (17,582 ) (7,816 ) Unfunded commitments (a) $ 7,764 $ 14,894 ___________ (a) Of our unfunded commitments at December 31, 2016 and 2015, approximately $6.2 million and $1.8 million , respectively, of unrestricted cash on our balance sheet was designated for renovations. |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents loss per share (in thousands, except share and per share amounts): Year Ended December 31, 2016 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 18,590,127 $ (7,960 ) $ (0.43 ) Class T common stock 29,978,270 (13,067 ) (0.44 ) Net loss attributable to CWI 2 stockholders $ (21,027 ) |
Reclassification out of Accumulated Other Comprehensive Income | The following tables present a reconciliation of changes in Accumulated other comprehensive income (loss) by component for the periods presented (in thousands): Years Ended December 31, Gains and Losses on Derivative Instruments 2016 2015 2014 Beginning balance $ (94 ) $ — $ — Other comprehensive income (loss) before reclassifications 271 (104 ) — Amounts reclassified from accumulated other comprehensive loss to: Interest expense 718 — — Total 718 — — Net current period other comprehensive income (loss) 989 (104 ) — Net current period other comprehensive loss attributable to noncontrolling interests 1 10 — Ending balance $ 896 $ (94 ) $ — |
Distributions | The following table presents annualized cash distributions paid per share, from Inception through December 31, 2016 , reported for tax purposes and serves as a designation of capital gain distributions, if applicable, pursuant to Internal Revenue Code Section 857(b)(3)(C) and Treasury Regulation § 1.857-6(e): Years Ended December 31, 2016 2015 (a) Class A Class T Class A Class T Ordinary income $ 0.2253 $ 0.1837 $ 0.1896 $ 0.1559 Return of capital 0.3009 0.2455 — — Total distributions paid $ 0.5262 $ 0.4292 $ 0.1896 $ 0.1559 ___________ (a) We did not admit stockholders until May 15, 2015; therefore, no dividends were paid prior to this date. |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of RSU Activity | A summary of the RSU activity for the years ended December 31, 2016 and 2015 follows: RSU Awards Weighted-Average Grant Date Shares Fair Value Nonvested at January 1, 2015 — $ 10.00 Granted 30,250 10.53 Nonvested at January 1, 2016 30,250 10.00 Granted 42,260 10.53 Vested (a) (10,083 ) 10.00 Forfeited (6,274 ) 10.36 Nonvested at December 31, 2016 (b) 56,153 $ 10.36 ___________ (a) RSUs generally vest over three years and are subject to continued employment. The total fair value of shares vested during the year ended December 31, 2016 was $0.1 million . (b) We currently expect to recognize stock-based compensation expense totaling approximately $0.4 million over the remaining vesting period. The awards to employees of the Subadvisor had a weighted-average remaining contractual term of 1.9 years at December 31, 2016 . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of our provision for income taxes for the periods presented are as follows (in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Federal Current $ 1,830 $ 423 $ — Deferred 395 (180 ) — 2,225 243 — State and Local Current 509 164 — Deferred (23 ) (335 ) — 486 (171 ) — Total Provision $ 2,711 $ 72 $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes at December 31, 2016 and 2015 consist of the following (in thousands): At December 31, 2016 2015 Deferred Tax Assets Deferred revenue - key money $ 2,970 $ 1,977 Net operating loss carryforwards 1,114 621 Accrued vacation payable and deferred rent 972 30 Gift card liability 12 11 Other 395 323 Total deferred income taxes 5,463 2,962 Valuation allowance (4,102 ) (1,953 ) Total deferred tax assets 1,361 1,009 Deferred Tax Liabilities Other (5 ) (4 ) Net Deferred Tax Asset $ 1,356 $ 1,005 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes with the amount computed by applying the statutory federal income tax rate to income before provision for income taxes for the periods presented is as follows (dollars in thousands): Inception (May 22, 2014) Years Ended December 31, through 2016 2015 December 31, 2014 Pre-tax income (loss) from taxable subsidiaries $ 4,346 $ (7,172 ) $ — Federal provision at statutory tax rate (34%) $ 1,477 $ (2,438 ) $ — Valuation allowance 1,969 1,953 — (Income) loss not subject to federal tax (1,194 ) 924 — State and local taxes, net of federal provision 406 (381 ) — Other 30 2 — Non-deductible expenses 23 12 — Total provision $ 2,711 $ 72 $ — |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2016 (a) (b) June 30, 2016 (a) (b) September 30, 2016 (a) (b) December 31, 2016 (a) (b) Revenues $ 30,852 $ 36,961 $ 54,363 $ 55,424 Operating expenses 30,759 31,793 55,867 59,413 Net (loss) income (2,046 ) 1,984 (7,447 ) (9,941 ) (Income) loss attributable to noncontrolling interests (1,655 ) (1,532 ) 31 (421 ) Net (loss) income attributable to CWI 2 stockholders $ (3,701 ) $ 452 $ (7,416 ) $ (10,362 ) Class A common stock Basic and diluted (loss) income per share (a) (c) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1500 0.1644 0.1713 0.1713 Class T common stock Basic and diluted (loss) income per share (a) (c) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1264 0.1381 0.1450 0.1450 Three Months Ended March 31, 2015 (a) (b) June 30, 2015 (a) (b) September 30, 2015 (a) (b) December 31, 2015 (a) (b) Revenues $ — $ 18,533 $ 12,978 $ 17,574 Operating expenses 428 22,714 13,892 21,603 Net (loss) income (428 ) (5,143 ) 68 (6,560 ) (Income) loss attributable to noncontrolling interests — (1,197 ) (19 ) 745 Net (loss) income attributable to CWI 2 stockholders $ (428 ) $ (6,340 ) $ 49 $ (5,815 ) Class A common stock Basic and diluted (loss) income per share (a) (c) $ (0.69 ) $ (6.13 ) $ 0.02 $ (0.33 ) Distributions declared per share — 0.0775 0.1500 0.1500 Class T common stock Basic and diluted loss per share (a) (c) $ — $ (6.14 ) $ — $ (0.33 ) Distributions declared per share — 0.0653 0.1264 0.1264 ___________ (a) For purposes of determining the weighted-average number of shares of common stock outstanding and loss (income) per share, historical amounts have been adjusted to treat stock distributions declared and effective through our filing date as if they were outstanding as of the beginning of the periods presented. (b) Our results are not comparable year over year because of hotel acquisitions in 2015 and 2016 . (c) The sum of the quarterly (loss) income per share does not agree to the annual loss per share due to the issuance of our common stock that occurred during these periods. |
Organization and Offering - Nar
Organization and Offering - Narratives (Details) | 31 Months Ended | |||
Dec. 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 | 10 | |||
Common stock maximum offering value | $ 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 value | $ 1,400,000,000 | |||
Common stock, maximum authorized under dividend reinvestment plan | $ 600,000,000 | |||
Proceeds from issuance initial public offering | $ 219,200,000 | |||
Proceeds from follow on offering | 4,600,000 | |||
Common Class T | ||||
Business | ||||
Proceeds from issuance initial public offering | 397,100,000 | |||
Proceeds from follow on offering | $ 6,900,000 | |||
Consolidated Properties | ||||
Business | ||||
Number of real estate properties | property | 9 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Narratives (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)viesegment | Dec. 31, 2015USD ($) | |
Dividends Payable [Line Items] | ||
Variable interest entities, count | vie | 5 | |
Variable interest entities consolidated, count | vie | 4 | |
Deferred financing costs, net | $ | $ 3,565 | |
Segments | segment | 1 | |
RSU | ||
Depreciation and Amortization | ||
Vesting period | 3 years | |
Building | Maximum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 40 years | |
Building Improvements | Minimum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 4 years | |
Site Improvements | Maximum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 15 years | |
Site Improvements | Minimum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 4 years | |
Furniture, fixtures, and equipment | Maximum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 12 years | |
Furniture, fixtures, and equipment | Minimum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 1 year | |
ASU 2015-02 | ||
Dividends Payable [Line Items] | ||
Variable interest entities, count | vie | 2 | |
ASU 2015-03 | Other assets | ||
Dividends Payable [Line Items] | ||
Deferred financing costs, net | $ | $ (800) | |
ASU 2015-03 | Non Recourse and limited recourse debt | ||
Dividends Payable [Line Items] | ||
Deferred financing costs, net | $ | $ 800 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Variable Interest Entity Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Net investments in hotels | $ 1,246,412 | $ 359,265 |
Total assets | 1,407,717 | 478,979 |
Liabilities | ||
Non-recourse and limited-recourse debt, net | 571,935 | 207,888 |
Total liabilities | 857,608 | 232,787 |
Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Net investments in hotels | 657,517 | 190,052 |
Total assets | 706,115 | 211,216 |
Liabilities | ||
Non-recourse and limited-recourse debt, net | 218,843 | 108,209 |
Total liabilities | $ 249,637 | $ 121,830 |
Agreements and Transactions w42
Agreements and Transactions with Related Parties - Narratives (Details) - USD ($) | Apr. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 23, 2017 | Dec. 29, 2016 | Mar. 31, 2016 | Jan. 20, 2016 | May 01, 2015 | Apr. 30, 2015 |
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 | $ 4,100,000 | $ 800,000 | ||||||||
Percentage of available cash distribution to advisor | 10.00% | |||||||||
Percentage of available cash distribution to advisor at dissolution | 15.00% | |||||||||
Selling commission and dealer manager fees paid | $ 22,400,000 | 16,500,000 | ||||||||
Underwriting compensation limit | 10.00% | |||||||||
Distribution and shareholder servicing fee charged to shareholders equity | $ 11,600,000 | 2,500,000 | ||||||||
Distribution and servicing fees | 2,300,000 | 100,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 250,000,000 | $ 110,000,000 | ||||||||
Line of credit facility, remaining borrowing capacity | 40,000,000 | 110,000,000 | ||||||||
Notes payable, related party | $ 37,200,000 | 210,033,000 | 0 | $ 210,000,000 | $ 20,000,000 | $ 65,300,000 | ||||
Repayment of notes payable to affiliate | $ 0 | 20,000,000 | 102,447,000 | |||||||
Cumulative offering costs incurred though inception | 7,600,000 | |||||||||
Unpaid organization and offering costs | 463,000 | 454,000 | ||||||||
Deferred offering costs | $ 5,000,000 | $ 1,100,000 | ||||||||
Scenario One | ||||||||||
Related Party Transaction | ||||||||||
Aggregate gross proceeds threshold | 4.00% | |||||||||
Scenario Two | ||||||||||
Related Party Transaction | ||||||||||
Aggregate gross proceeds threshold | 2.00% | |||||||||
Scenario Three | ||||||||||
Related Party Transaction | ||||||||||
Aggregate gross proceeds threshold | 1.50% | |||||||||
LIBOR | ||||||||||
Related Party Transaction | ||||||||||
Spread on variable rate | 1.10% | |||||||||
Subsequent Event | ||||||||||
Related Party Transaction | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||||||||
Repayment of notes payable to affiliate | $ 210,000,000 | |||||||||
Marriott Sawgrass Golf Resort and Spa | ||||||||||
Related Party Transaction | ||||||||||
Ownership percentage | 50.00% | |||||||||
Notes payable, related party | $ 37,200,000 | |||||||||
Marriott Sawgrass Golf Resort and Spa | LIBOR | ||||||||||
Related Party Transaction | ||||||||||
Spread on variable rate | 3.85% | |||||||||
Advisor | ||||||||||
Related Party Transaction | ||||||||||
Common shares, outstanding | 488,387 | |||||||||
Percentage of common stock held by related party | 2.20% | |||||||||
Common Class A | ||||||||||
Related Party Transaction | ||||||||||
Offering price (per share) | $ 10 | |||||||||
Common shares, outstanding | 22,414,128 | 10,792,296 | ||||||||
Common Class A | Carey Financial | ||||||||||
Related Party Transaction | ||||||||||
Selling commission fee (per share) | $ 0.70 | $ 0.82 | ||||||||
Dealer manager fee (per share) | $ 0.30 | 0.35 | ||||||||
Common Class T | ||||||||||
Related Party Transaction | ||||||||||
Common shares, outstanding | 40,447,362 | 14,983,012 | ||||||||
Common Class T | Carey Financial | ||||||||||
Related Party Transaction | ||||||||||
Selling commission fee (per share) | $ 0.19 | 0.22 | ||||||||
Dealer manager fee (per share) | $ 0.26 | $ 0.30 | ||||||||
Shareholder servicing fee, percentage | 1.00% | |||||||||
Maximum | Scenario One | ||||||||||
Related Party Transaction | ||||||||||
Potential gross proceeds from offering | $ 500,000,000 | |||||||||
Maximum | Scenario Two | ||||||||||
Related Party Transaction | ||||||||||
Potential gross proceeds from offering | 750,000,000 | |||||||||
Minimum | Scenario Two | ||||||||||
Related Party Transaction | ||||||||||
Potential gross proceeds from offering | 500,000,000 | |||||||||
Minimum | Scenario Three | ||||||||||
Related Party Transaction | ||||||||||
Potential gross proceeds from offering | $ 750,000,000 | |||||||||
Invested asset | ||||||||||
Related Party Transaction | ||||||||||
Percentage of acquisition fees | 2.50% | |||||||||
Contract purchase price | Maximum | ||||||||||
Related Party Transaction | ||||||||||
Percentage of acquisition fees | 6.00% |
Agreements and Transactions w43
Agreements and Transactions with Related Parties - Related Party Income (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amounts Included in the Consolidated Statements of Operations | |||
Related party expenses included operating expenses | $ 0 | $ 33,857 | $ 12,274 |
Other Transaction Fees Incurred to Our Advisor and Affiliates | |||
Selling commissions and dealer manager fees | 0 | 22,264 | 16,643 |
Annual distribution and shareholder servicing fee | 0 | 11,553 | 2,478 |
Organization and offering costs | 108 | 2,959 | 4,561 |
Capitalized refinancing fees for equity method investment | 0 | 125 | 0 |
Capitalized acquisition fees for equity method investment | 0 | 0 | 1,862 |
Transaction Fees Incurred | 108 | 36,901 | 25,544 |
Advisor | |||
Amounts Included in the Consolidated Statements of Operations | |||
Acquisition fees | 0 | 23,329 | 6,225 |
Asset management fees | 0 | 4,372 | 954 |
Available Cash Distributions | 0 | 3,325 | 301 |
Personnel and overhead reimbursements | 0 | 2,550 | 660 |
Accretion of interest on annual distribution and shareholder servicing fee | 0 | 231 | 0 |
Interest expense | 0 | 50 | 723 |
CWI | |||
Amounts Included in the Consolidated Statements of Operations | |||
Acquisition fees | $ 0 | $ 0 | $ 3,411 |
Agreements and Transactions w44
Agreements and Transactions with Related Parties - Due to Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 29, 2016 | Jan. 20, 2016 | Dec. 31, 2015 | May 01, 2015 | Apr. 01, 2015 |
Amounts Due to Related Parties and Affiliates | ||||||
Note payable to WPC | $ 210,033 | $ 210,000 | $ 20,000 | $ 0 | $ 65,300 | $ 37,200 |
Acquisition fee payable | 7,243 | 0 | ||||
Reimbursable costs | 676 | 215 | ||||
Other | 489 | 186 | ||||
Organization and offering costs | 463 | 454 | ||||
Due to related parties and affiliates | 231,258 | 4,985 | ||||
Carey Financial | ||||||
Amounts Due to Related Parties and Affiliates | ||||||
Due to related parties and affiliates | 46 | 191 | ||||
Carey Financial | Distribution and Shareholder Servicing Fee | ||||||
Amounts Due to Related Parties and Affiliates | ||||||
Due to related parties and affiliates | 11,919 | 2,407 | ||||
CWI | ||||||
Amounts Due to Related Parties and Affiliates | ||||||
Due to related parties and affiliates | 389 | 1,521 | ||||
Other | ||||||
Amounts Due to Related Parties and Affiliates | ||||||
Due to related parties and affiliates | $ 0 | $ 11 |
Net Investments in Hotels - Nar
Net Investments in Hotels - Narratives (Details) | Dec. 30, 2016USD ($)room | Aug. 30, 2016USD ($)room | Jul. 21, 2016USD ($)room | Jul. 13, 2016USD ($)room | Jun. 28, 2016USD ($)room | Jan. 22, 2016USD ($)room | Nov. 04, 2015USD ($)room | May 12, 2015USD ($) | May 01, 2015USD ($)room | Apr. 01, 2015USD ($)room | Dec. 31, 2016USD ($)property | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)property | Dec. 31, 2015USD ($)property | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | Jan. 25, 2017USD ($) | Dec. 29, 2016USD ($) | Jan. 20, 2016USD ($) | Oct. 31, 2014USD ($) |
Business Acquisition | ||||||||||||||||||||
Number of properties acquired | property | 6 | 6 | 3 | |||||||||||||||||
Acquisition-related expenses | $ 0 | $ 26,835,000 | $ 13,133,000 | |||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 571,935,000 | 571,935,000 | 207,888,000 | |||||||||||||||||
Notes payable, related party | $ 65,300,000 | $ 37,200,000 | 210,033,000 | 210,033,000 | 0 | $ 210,000,000 | $ 20,000,000 | |||||||||||||
Cash consideration | $ 0 | 876,397,000 | 285,829,000 | |||||||||||||||||
Non-recourse and limited-recourse debt, net | 571,935,000 | 571,935,000 | 207,888,000 | |||||||||||||||||
Construction in progress | 15,988,000 | 15,988,000 | 5,061,000 | |||||||||||||||||
Interest cost capitalized | 800,000 | 100,000 | ||||||||||||||||||
Increase in accrued capital expenditures | 4,400,000 | 1,200,000 | ||||||||||||||||||
Asset retirement obligation | 100,000 | 100,000 | 0 | |||||||||||||||||
LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 1.10% | |||||||||||||||||||
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 | $ 5,300,000 | 4,900,000 | 400,000 | |||||||||||||||||
Acquisition fees paid to the advisor | 4,700,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | 100,000,000 | |||||||||||||||||||
Notes payable, related party | 20,000,000 | |||||||||||||||||||
Cash consideration | 175,921,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 100,000,000 | |||||||||||||||||||
Maturity Date | Jan. 22, 2020 | |||||||||||||||||||
Seattle Marriott Bellevue | LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 2.70% | |||||||||||||||||||
Seattle Marriott Bellevue | Noncontrolling Interest | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 4.60% | |||||||||||||||||||
Le Méridien Arlington | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 100.00% | |||||||||||||||||||
Net assets acquired at fair value | $ 54,891,000 | |||||||||||||||||||
Number of Rooms | room | 154 | |||||||||||||||||||
Acquisition-related expenses | 2,100,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 1,500,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 35,000,000 | |||||||||||||||||||
Cash consideration | 54,891,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 35,000,000 | |||||||||||||||||||
Maturity Date | Jun. 28, 2020 | |||||||||||||||||||
Le Méridien Arlington | LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 2.80% | |||||||||||||||||||
Le Méridien Arlington | Land | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | (300,000) | |||||||||||||||||||
Le Méridien Arlington | Building | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | 900,000 | |||||||||||||||||||
Le Méridien Arlington | Furniture, fixtures, and equipment | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | (100,000) | |||||||||||||||||||
Le Méridien Arlington | Accounts payable, accrued expenses and other | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, liabilities | 500,000 | |||||||||||||||||||
San Jose Marriott | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 100.00% | |||||||||||||||||||
Net assets acquired at fair value | $ 153,814,000 | |||||||||||||||||||
Number of Rooms | room | 510 | |||||||||||||||||||
Acquisition-related expenses | 4,800,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 4,100,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 88,000,000 | |||||||||||||||||||
Cash consideration | 153,814,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 88,000,000 | |||||||||||||||||||
Maturity Date | Jul. 12, 2019 | |||||||||||||||||||
San Jose Marriott | LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 2.80% | |||||||||||||||||||
San Jose Marriott | Land | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | (100,000) | |||||||||||||||||||
San Jose Marriott | Building | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | 300,000 | |||||||||||||||||||
San Jose Marriott | Furniture, fixtures, and equipment | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | (200,000) | |||||||||||||||||||
San Diego Marriott La Jolla | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 100.00% | |||||||||||||||||||
Net assets acquired at fair value | $ 136,782,000 | |||||||||||||||||||
Number of Rooms | room | 372 | |||||||||||||||||||
Acquisition-related expenses | 4,300,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 3,700,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 85,000,000 | |||||||||||||||||||
Cash consideration | 136,782,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 85,000,000 | |||||||||||||||||||
Maturity Date | Aug. 1, 2023 | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 100.00% | |||||||||||||||||||
Net assets acquired at fair value | $ 78,782,000 | |||||||||||||||||||
Number of Rooms | room | 304 | |||||||||||||||||||
Acquisition-related expenses | 2,700,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 2,200,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 47,500,000 | |||||||||||||||||||
Cash consideration | 78,782,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 47,500,000 | |||||||||||||||||||
Maturity Date | Aug. 30, 2019 | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | Land | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | 200,000 | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | Building | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | (400,000) | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | Furniture, fixtures, and equipment | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | 100,000 | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | Intangible assets | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Measurement period adjustments, assets | 200,000 | |||||||||||||||||||
Ritz Carlton San Francisco | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership interest acquired | 100.00% | |||||||||||||||||||
Net assets acquired at fair value | $ 272,207,000 | |||||||||||||||||||
Net operating interest guarantee reserve | $ 10,000,000 | |||||||||||||||||||
Number of Rooms | room | 336 | |||||||||||||||||||
Acquisition-related expenses | 7,700,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 7,200,000 | |||||||||||||||||||
Cash consideration | $ 272,207,000 | |||||||||||||||||||
Ritz Carlton San Francisco | Subsequent Event | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 143,000,000 | $ 143,000,000 | ||||||||||||||||||
Notes payable, related party | $ 210,000,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 143,000,000 | $ 143,000,000 | ||||||||||||||||||
Marriott Sawgrass Golf Resort and Spa | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Net assets acquired at fair value | $ 24,764,000 | |||||||||||||||||||
Number of Rooms | room | 514 | |||||||||||||||||||
Acquisition-related expenses | $ 3,400,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | 78,000,000 | 78,000,000 | 78,000,000 | $ 78,000,000 | ||||||||||||||||
Notes payable, related party | $ 37,200,000 | |||||||||||||||||||
Ownership percentage | 50.00% | |||||||||||||||||||
Cash consideration | $ 24,764,000 | |||||||||||||||||||
Cash acquired | 7,700,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | 78,000,000 | $ 78,000,000 | 78,000,000 | $ 78,000,000 | ||||||||||||||||
Proceeds issuance of debt | $ 66,700,000 | $ 11,300,000 | $ 66,700,000 | |||||||||||||||||
Maturity Date | Nov. 1, 2019 | |||||||||||||||||||
Marriott Sawgrass Golf Resort and Spa | CWI | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Ownership percentage | 50.00% | 50.00% | ||||||||||||||||||
Marriott Sawgrass Golf Resort and Spa | LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 3.85% | |||||||||||||||||||
Courtyard Nashville | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Net assets acquired at fair value | $ 58,498,000 | |||||||||||||||||||
Number of Rooms | room | 192 | |||||||||||||||||||
Acquisition-related expenses | $ 4,400,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 1,700,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | 42,000,000 | |||||||||||||||||||
Notes payable, related party | 27,900,000 | |||||||||||||||||||
Cash consideration | 58,498,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 42,000,000 | |||||||||||||||||||
Remeasurement adjustment, building | $ 100,000 | |||||||||||||||||||
Maturity Date | May 1, 2019 | |||||||||||||||||||
Courtyard Nashville | LIBOR | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Spread on variable rate | 3.00% | |||||||||||||||||||
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||||||||||||||||||||
Business Acquisition | ||||||||||||||||||||
Net assets acquired at fair value | $ 168,809,000 | |||||||||||||||||||
Number of Rooms | room | 403 | |||||||||||||||||||
Acquisition-related expenses | $ 4,900,000 | |||||||||||||||||||
Acquisition fees paid to the advisor | 4,500,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | 100,000,000 | |||||||||||||||||||
Cash consideration | 168,809,000 | |||||||||||||||||||
Non-recourse and limited-recourse debt, net | $ 100,000,000 | |||||||||||||||||||
Maturity Date | Dec. 1, 2022 |
Net Investments in Hotels - Pro
Net Investments in Hotels - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Net | ||
Buildings | $ 969,661 | $ 294,352 |
Land | 211,278 | 47,900 |
Furniture, fixtures and equipment | 67,541 | 16,496 |
Building and site improvements | 10,279 | 815 |
Construction in progress | 15,988 | 5,061 |
Hotels, at cost | 1,274,747 | 364,624 |
Less: Accumulated depreciation | (28,335) | (5,359) |
Net investments in hotels | $ 1,246,412 | $ 359,265 |
Net Investments in Hotels - Sum
Net Investments in Hotels - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 30, 2016 | Aug. 30, 2016 | Jul. 21, 2016 | Jul. 13, 2016 | Jun. 28, 2016 | Jan. 22, 2016 | Nov. 04, 2015 | May 01, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition | ||||||||||||
Cash consideration | $ 0 | $ 876,397 | $ 285,829 | |||||||||
Seattle Marriott Bellevue | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 175,921 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 149,111 | |||||||||||
Land | 19,500 | |||||||||||
Furniture, fixtures and equipment | 11,600 | |||||||||||
Intangible assets | 0 | |||||||||||
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 | |||||||||||
Le Méridien Arlington | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 54,891 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 43,643 | |||||||||||
Land | 8,900 | |||||||||||
Furniture, fixtures and equipment | 4,497 | |||||||||||
Intangible assets | 0 | |||||||||||
Accounts receivable | 41 | |||||||||||
Other assets | 290 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Accounts payable, accrued expenses and other liabilities | (2,480) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 54,891 | |||||||||||
San Jose Marriott | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 153,814 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 138,319 | |||||||||||
Land | 7,509 | |||||||||||
Furniture, fixtures and equipment | 8,009 | |||||||||||
Intangible assets | 0 | |||||||||||
Accounts receivable | 2,286 | |||||||||||
Other assets | 423 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Accounts payable, accrued expenses and other liabilities | (2,732) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 153,814 | |||||||||||
San Diego Marriott La Jolla | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 136,782 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 110,338 | |||||||||||
Land | 20,264 | |||||||||||
Furniture, fixtures and equipment | 6,216 | |||||||||||
Intangible assets | 0 | |||||||||||
Accounts receivable | 112 | |||||||||||
Other assets | 607 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Accounts payable, accrued expenses and other liabilities | (755) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 136,782 | |||||||||||
Renaissance Atlanta Midtown Hotel | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 78,782 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 64,441 | |||||||||||
Land | 8,600 | |||||||||||
Furniture, fixtures and equipment | 5,375 | |||||||||||
Intangible assets | 488 | |||||||||||
Accounts receivable | 164 | |||||||||||
Other assets | 323 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Accounts payable, accrued expenses and other liabilities | (609) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 78,782 | |||||||||||
Ritz Carlton San Francisco | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 272,207 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 170,370 | |||||||||||
Land | 98,606 | |||||||||||
Furniture, fixtures and equipment | 10,060 | |||||||||||
Intangible assets | 0 | |||||||||||
Accounts receivable | 3,053 | |||||||||||
Other assets | 1,025 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Accounts payable, accrued expenses and other liabilities | (10,907) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 272,207 | |||||||||||
Courtyard Nashville | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 58,498 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 47,494 | |||||||||||
Land | 8,500 | |||||||||||
Furniture, fixtures and equipment | 4,945 | |||||||||||
Construction in progress | 0 | |||||||||||
Accounts receivable | 224 | |||||||||||
Other assets | 4 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Non-recourse mortgage | 0 | |||||||||||
Accounts payable, accrued expenses and other liabilities | (2,669) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 58,498 | |||||||||||
Marriott Sawgrass Golf Resort and Spa | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 24,764 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 93,578 | |||||||||||
Land | 26,400 | |||||||||||
Furniture, fixtures and equipment | 8,132 | |||||||||||
Construction in progress | 770 | |||||||||||
Accounts receivable | 5,635 | |||||||||||
Other assets | 2,628 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Non-recourse mortgage | (66,700) | |||||||||||
Accounts payable, accrued expenses and other liabilities | (11,921) | |||||||||||
Contribution from noncontrolling interest at fair value | (33,758) | |||||||||||
Net assets acquired at fair value | $ 24,764 | |||||||||||
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||||||||||||
Business Acquisition | ||||||||||||
Cash consideration | $ 168,809 | |||||||||||
Assets acquired at fair value: | ||||||||||||
Building and site improvements | 153,358 | |||||||||||
Land | 13,000 | |||||||||||
Furniture, fixtures and equipment | 3,526 | |||||||||||
Construction in progress | 0 | |||||||||||
Accounts receivable | 76 | |||||||||||
Other assets | 565 | |||||||||||
Liabilities assumed at fair value: | ||||||||||||
Non-recourse mortgage | 0 | |||||||||||
Accounts payable, accrued expenses and other liabilities | (1,716) | |||||||||||
Contribution from noncontrolling interest at fair value | 0 | |||||||||||
Net assets acquired at fair value | $ 168,809 |
Net Investments in Hotels - Inc
Net Investments in Hotels - Income From Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 55,424 | $ 54,363 | $ 36,961 | $ 30,852 | $ 17,574 | $ 12,978 | $ 18,533 | $ 0 | $ 0 | $ 177,600 | $ 49,085 | |||||||||
Income from operations before income taxes | $ (108) | $ (14,739) | $ (11,991) | |||||||||||||||||
Seattle Marriott Bellevue | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 31,471 | |||||||||||||||||||
Income from operations before income taxes | $ 8,138 | |||||||||||||||||||
Le Méridien Arlington | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 6,038 | |||||||||||||||||||
Income from operations before income taxes | $ 871 | |||||||||||||||||||
San Jose Marriott | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 22,056 | |||||||||||||||||||
Income from operations before income taxes | $ 3,568 | |||||||||||||||||||
San Diego Marriott La Jolla | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 13,878 | |||||||||||||||||||
Income from operations before income taxes | $ 2,622 | |||||||||||||||||||
Renaissance Atlanta Midtown Hotel | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 6,117 | |||||||||||||||||||
Income from operations before income taxes | $ 523 | |||||||||||||||||||
Ritz Carlton San Francisco | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 471 | |||||||||||||||||||
Income from operations before income taxes | $ 150 | |||||||||||||||||||
Marriott Sawgrass Golf Resort and Spa | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 34,928 | |||||||||||||||||||
Income from operations before income taxes | $ 2,135 | |||||||||||||||||||
Courtyard Nashville | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 10,537 | |||||||||||||||||||
Income from operations before income taxes | $ 4,290 | |||||||||||||||||||
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||||||||||||||||||||
Revenue and Earnings from Acquisitions | ||||||||||||||||||||
Revenues | $ 3,620 | |||||||||||||||||||
Income from operations before income taxes | $ 610 |
Net Investments in Hotels - P49
Net Investments in Hotels - Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pro Forma Financial Information | |||
Pro forma total revenues | $ 313,726 | $ 274,723 | $ 87,415 |
Pro forma net income (loss) | 11,471 | (26,631) | (8,487) |
Pro forma income attributable to noncontrolling interests | (3,577) | (1,174) | (511) |
Pro forma net income (loss) attributable to CWI 2 stockholders | 7,894 | (27,805) | (8,998) |
Common Class A | |||
Pro Forma Financial Information | |||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 4,886 | $ (25,646) | $ (8,998) |
Pro forma income (loss) per share: | |||
Basic and diluted pro forma weighted-average shares outstanding, shares | 45,218,923 | 48,484,487 | 7,995,127 |
Basic and diluted pro forma income (loss) per share (usd per share) | $ 0.11 | $ (0.53) | $ (1.13) |
Common Class T | |||
Pro Forma Financial Information | |||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 3,008 | $ (2,159) | $ 0 |
Pro forma income (loss) per share: | |||
Basic and diluted pro forma weighted-average shares outstanding, shares | 29,978,270 | 3,644,786 | 0 |
Basic and diluted pro forma income (loss) per share (usd per share) | $ 0.10 | $ (0.59) | $ 0 |
Equity Investments in Real Es50
Equity Investments in Real Estate - Narratives (Details) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)room | Dec. 31, 2015USD ($) | May 29, 2015room | |
Equity Method Investments | |||||
Capitalized refinancing fees for equity method investment | $ 0 | $ 125,000 | $ 0 | ||
Equity method investment, other than temporary impairment | $ 0 | $ 0 | |||
Unconsolidated Properties | Key Biscayne Venture | |||||
Equity Method Investments | |||||
Ownership percentage | 19.30% | ||||
Number of Rooms | room | 458 | ||||
Distributions from equity method investment | $ 3,800,000 | $ 1,300,000 | |||
Capitalized refinancing fees for equity method investment | $ 100,000 | ||||
Aggregate unamortized basis difference on equity investments | 1,900,000 | ||||
Amortization of basis differences | $ (100,000) | ||||
Unconsolidated Properties | Key Biscayne Venture | Condo | |||||
Equity Method Investments | |||||
Number of Rooms | room | 156 | ||||
Unconsolidated Properties | Key Biscayne Venture | Counterparty | |||||
Equity Method Investments | |||||
Ownership percentage | 33.30% | ||||
Unconsolidated Properties | Key Biscayne Venture | CWI | |||||
Equity Method Investments | |||||
Ownership percentage | 47.40% |
Equity Investments in Real Es51
Equity Investments in Real Estate - Ownership Interest in Equity Investments (Details) $ in Thousands | May 29, 2015USD ($) | Dec. 31, 2016USD ($)room | Dec. 31, 2015USD ($) |
Equity Method Investments | |||
Carrying Value | $ 35,712 | $ 37,599 | |
Unconsolidated Properties | Key Biscayne Venture | |||
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 | $ 35,712 | $ 37,599 |
Equity Investments in Real Es52
Equity Investments in Real Estate - Earnings From Unconsolidated Hotel (Details ) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in earnings of equity method investment in real estate | $ 0 | $ 3,063 | $ 1,846 |
Unconsolidated Properties | Key Biscayne Venture | |||
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in earnings of equity method investment in real estate | $ 0 | $ 3,063 | $ 1,846 |
Equity Investments in Real Es53
Equity Investments in Real Estate - Summarized Balance Sheet of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Equity Method Investment, Summarized Financial Information | ||
Real estate, net | $ 291,015 | $ 279,492 |
Other assets | 47,642 | 51,287 |
Total assets | 338,657 | 330,779 |
Debt | 190,039 | 168,503 |
Other liabilities | 20,004 | 15,170 |
Total liabilities | 210,043 | 183,673 |
Members’ equity | $ 128,614 | $ 147,106 |
Equity Investments in Real Es54
Equity Investments in Real Estate - Summarized Income Statement of Equity Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended |
Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 | |
Equity Method Investment, Summarized Financial Information, Income Statement | |||
Revenues | $ 80,882 | $ 0 | $ 44,079 |
Expenses | 81,369 | 0 | 49,369 |
Net loss attributable to equity method investment | $ (487) | $ 0 | $ (5,290) |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - Level 3 - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Reported Value | ||
Debt Instrument, Fair Value Disclosure | ||
Non recourse debt | $ 571.9 | $ 207.9 |
Fair Value | ||
Debt Instrument, Fair Value Disclosure | ||
Non recourse debt | $ 570.8 | $ 209.4 |
Risk Management and Use of De56
Risk Management and Use of Derivative Financial Instruments - Narratives (Details) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative | ||||
Collateral posted | $ 0 | $ 0 | ||
Unrealized gain (loss) in other comprehensive income | $ 0 | 989,000 | (104,000) | |
Interest expense | $ 0 | 17,605,000 | 4,368,000 | |
Estimated amount of derivative income to be classified from OCI to income | 300,000 | |||
Maximum credit exposure | 1,000,000 | |||
Derivatives in net liability position | 0 | |||
Single counterparty | ||||
Derivative | ||||
Maximum credit exposure | 800,000 | |||
Gains and Losses on Derivative Instruments | ||||
Derivative | ||||
Other comprehensive income (loss) before reclassifications | 271,000 | (104,000) | $ 0 | |
Noncontrolling Interest | ||||
Derivative | ||||
Unrealized gain (loss) in other comprehensive income | (1,000) | (10,000) | ||
Estimated amount of derivative income to be classified from OCI to income | 100,000 | |||
Reclassification out of Accumulated Other Comprehensive Income | Gains and Losses on Derivative Instruments | ||||
Derivative | ||||
Interest expense | $ 718,000 | $ 0 | $ 0 |
Risk Management and Use of De57
Risk Management and Use of Derivative Financial Instruments - Information Regarding Derivative Instruments (Details) - Designated as hedging instrument - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value | ||
Asset derivative at fair value | $ 1,095 | $ 24 |
Interest rate swap | Other assets | ||
Derivatives, Fair Value | ||
Asset derivative at fair value | 816 | 0 |
Interest rate cap | Other assets | ||
Derivatives, Fair Value | ||
Asset derivative at fair value | $ 279 | $ 24 |
Risk Management and Use of De58
Risk Management and Use of Derivative Financial Instruments - Interest Rate Swap and Caps Summary (Details) - Designated as hedging instrument - Cash Flow Hedging $ in Thousands | Dec. 31, 2016USD ($)instrument |
Derivative | |
Fair Value | $ 1,095 |
Interest rate swap | |
Derivative | |
Number of Instruments | instrument | 1 |
Face Amount | $ 100,000 |
Fair Value | $ 816 |
Interest rate caps | |
Derivative | |
Number of Instruments | instrument | 6 |
Face Amount | $ 290,500 |
Fair Value | $ 279 |
Debt - Narratives (Details)
Debt - Narratives (Details) - USD ($) $ in Thousands | Aug. 30, 2016 | Jul. 21, 2016 | Jul. 13, 2016 | Jun. 28, 2016 | Jan. 22, 2016 | Nov. 04, 2015 | May 01, 2015 | Apr. 01, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2014 |
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 571,935 | $ 207,888 | |||||||||
Deferred financing costs | $ 3,565 | ||||||||||
Covenant Compliance | At December 31, 2016 , we were in compliance with the applicable covenants for each of our mortgage loans. | ||||||||||
LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 1.10% | ||||||||||
Seattle Marriott Bellevue | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 100,000 | ||||||||||
Interest Rate | 3.90% | ||||||||||
Limited recourse debt | $ 15,000 | ||||||||||
Maturity Date | Jan. 22, 2020 | ||||||||||
Deferred financing costs | $ 1,100 | ||||||||||
Seattle Marriott Bellevue | LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 2.70% | ||||||||||
Le Méridien Arlington | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 35,000 | ||||||||||
Maturity Date | Jun. 28, 2020 | ||||||||||
Deferred financing costs | $ 600 | ||||||||||
Le Méridien Arlington | LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 2.80% | ||||||||||
San Jose Marriott | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 88,000 | ||||||||||
Maturity Date | Jul. 12, 2019 | ||||||||||
Deferred financing costs | $ 700 | ||||||||||
San Jose Marriott | LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 2.80% | ||||||||||
San Diego Marriott La Jolla | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 85,000 | ||||||||||
Maturity Date | Aug. 1, 2023 | ||||||||||
Deferred financing costs | $ 200 | ||||||||||
Debt instrument stated interest rate | 4.10% | ||||||||||
Renaissance Atlanta Midtown Hotel | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 47,500 | ||||||||||
Maturity Date | Aug. 30, 2019 | ||||||||||
Deferred financing costs | $ 1,000 | ||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | 34,000 | ||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan Two | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 13,500 | ||||||||||
Renaissance Atlanta Midtown Hotel | LIBOR | Non Recourse Loan | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 3.00% | ||||||||||
Renaissance Atlanta Midtown Hotel | LIBOR | Non Recourse Loan Two | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 10.00% | ||||||||||
Marriott Sawgrass Golf Resort and Spa | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 78,000 | $ 78,000 | $ 78,000 | ||||||||
Maturity Date | Nov. 1, 2019 | ||||||||||
Proceeds issuance of debt | $ 66,700 | $ 11,300 | $ 66,700 | ||||||||
Ownership percentage | 50.00% | ||||||||||
Marriott Sawgrass Golf Resort and Spa | LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 3.85% | ||||||||||
Courtyard Nashville | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 42,000 | ||||||||||
Maturity Date | May 1, 2019 | ||||||||||
Deferred financing costs | $ 600 | ||||||||||
Courtyard Nashville | LIBOR | |||||||||||
Business Acquisition | |||||||||||
Spread on variable rate | 3.00% | ||||||||||
Embassy Suites by Hilton Denver-Downtown/Convention Center | |||||||||||
Business Acquisition | |||||||||||
Non-recourse and limited-recourse debt, net | $ 100,000 | ||||||||||
Maturity Date | Dec. 1, 2022 | ||||||||||
Deferred financing costs | $ 300 | ||||||||||
Debt instrument stated interest rate | 3.90% |
Debt - Summary of Non-recourse
Debt - Summary of Non-recourse and Limited-recourse Debt on Consolidated Hotels (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Hotel Details | ||
Non-recourse and limited-recourse debt, net | $ 571,935 | $ 207,888 |
Courtyard Nashville | ||
Hotel Details | ||
Interest Rate | 3.64% | |
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 41,656 | 41,509 |
Maturity Date | May 1, 2019 | |
San Jose Marriott | ||
Hotel Details | ||
Interest Rate | 3.37% | |
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 87,429 | 0 |
Maturity Date | Jul. 31, 2019 | |
Renaissance Atlanta Midtown Hotel | ||
Hotel Details | ||
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 46,611 | 0 |
Maturity Date | Aug. 31, 2019 | |
Renaissance Atlanta Midtown Hotel | Minimum | ||
Hotel Details | ||
Interest Rate | 3.64% | |
Renaissance Atlanta Midtown Hotel | Maximum | ||
Hotel Details | ||
Interest Rate | 10.64% | |
Marriott Sawgrass Golf Resort and Spa | ||
Hotel Details | ||
Interest Rate | 4.47% | |
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 78,000 | 66,700 |
Maturity Date | Nov. 1, 2019 | |
Seattle Marriott Bellevue | ||
Hotel Details | ||
Interest Rate | 3.88% | |
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 99,188 | 0 |
Maturity Date | Jan. 31, 2020 | |
Le Méridien Arlington | ||
Hotel Details | ||
Interest Rate | 3.37% | |
Rate Type | Variable | |
Non-recourse and limited-recourse debt, net | $ 34,502 | 0 |
Maturity Date | Jun. 30, 2020 | |
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||
Hotel Details | ||
Interest Rate | 3.90% | |
Rate Type | Fixed | |
Non-recourse and limited-recourse debt, net | $ 99,725 | 99,679 |
Maturity Date | Dec. 1, 2022 | |
San Diego Marriott La Jolla | ||
Hotel Details | ||
Interest Rate | 4.13% | |
Rate Type | Fixed | |
Non-recourse and limited-recourse debt, net | $ 84,824 | $ 0 |
Maturity Date | Aug. 31, 2023 |
Debt - Scheduled Debt Principal
Debt - Scheduled Debt Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term Debt | ||
2,017 | $ 640 | |
2,018 | 960 | |
2,019 | 258,559 | |
2,020 | 136,087 | |
2,021 | 3,488 | |
Thereafter through 2023 | 175,766 | |
Total principal payments | 575,500 | |
Deferred financing costs | (3,565) | |
Total | $ 571,935 | $ 207,888 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018property | Dec. 31, 2017property | Jun. 30, 2017property | Dec. 31, 2016USD ($)propertyagreement | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May 21, 2014USD ($) | |
Loss Contingencies | |||||||
Cumulative offering costs incurred though inception | $ 7,600,000 | ||||||
Unpaid organization and offering costs | $ 463,000 | $ 454,000 | |||||
Properties under renovation | property | 6 | ||||||
Unrestricted cash | $ 63,245,000 | 51,081,000 | $ 200,000 | $ 0 | |||
Restricted cash | $ 36,548,000 | 11,741,000 | |||||
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% | ||||||
Renovations | |||||||
Loss Contingencies | |||||||
Unrestricted cash | $ 6,200,000 | 1,800,000 | |||||
Furniture, fixtures, and equipment | |||||||
Loss Contingencies | |||||||
Restricted cash | $ 14,300,000 | $ 7,100,000 | |||||
Food and Beverage Revenue | |||||||
Loss Contingencies | |||||||
License and royalty fees, percentage | 3.00% | ||||||
Forecasted | |||||||
Loss Contingencies | |||||||
Number of completed construction projects | property | 2 | 1 | 3 | ||||
Marriott Brand | |||||||
Loss Contingencies | |||||||
Franchise Agreements, Count | agreement | 4 | ||||||
Hilton Brand | |||||||
Loss Contingencies | |||||||
Franchise Agreements, Count | agreement | 1 | ||||||
Minimum | |||||||
Loss Contingencies | |||||||
Hotel management contract term | 5 years | ||||||
Base hotel management fee, percentage | 2.50% | ||||||
Base hotel management fee Including benefit of franchise agreement, percentage | 3.00% | ||||||
Franchise agreement initial term | 20 years | ||||||
Marketing and reservation contribution rate | 1.00% | ||||||
Required reserve percentage for renovations | 1.00% | ||||||
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 | ||||||
Minimum | Room Revenue | |||||||
Loss Contingencies | |||||||
License and royalty fees, percentage | 3.00% | ||||||
Maximum | |||||||
Loss Contingencies | |||||||
Hotel management contract term | 40 years | ||||||
Base hotel management fee, percentage | 3.00% | ||||||
Base hotel management fee Including benefit of franchise agreement, percentage | 7.00% | ||||||
Franchise agreement initial term | 25 years | ||||||
Marketing and reservation contribution rate | 4.00% | ||||||
Required reserve percentage for renovations | 5.00% | ||||||
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 | ||||||
Maximum | Room Revenue | |||||||
Loss Contingencies | |||||||
License and royalty fees, percentage | 6.00% |
Commitments and Contingencies63
Commitments and Contingencies - Renovation Commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Funding Commitment | ||
Capital commitments | $ 48,327 | $ 27,100 |
Less: paid | (22,981) | (4,390) |
Unpaid commitments | 25,346 | 22,710 |
Less: amounts in restricted cash designated for renovations | (17,582) | (7,816) |
Unfunded commitments | $ 7,764 | $ 14,894 |
Equity - Narratives (Details)
Equity - Narratives (Details) - USD ($) | 1 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Distributions Per Share | ||||||
Distribution date | Jan. 13, 2017 | |||||
Distributions payable | $ 7,192,000 | $ 1,846,000 | ||||
Proceeds from issuance of common stock | $ 2,800,000 | $ 200,000 | 354,684,000 | 224,019,000 | ||
Subsequent Event | ||||||
Distributions Per Share | ||||||
Proceeds from issuance of common stock | $ 900,000 | |||||
Common Class A | ||||||
Distributions Per Share | ||||||
Interest expense incurred from shareholder servicing fee | $ 200,000 | $ 0 | $ 0 | |||
Dividend daily distribution rate (usd per share) | $ 0.0018621 | |||||
Common Class A | Cash | ||||||
Distributions Per Share | ||||||
Dividend daily distribution rate (usd per share) | 0.0015013 | |||||
Common Class A | Shares | ||||||
Distributions Per Share | ||||||
Dividend daily distribution rate (usd per share) | 0.0003608 | |||||
Common Class T | ||||||
Distributions Per Share | ||||||
Dividend daily distribution rate (usd per share) | 0.0015760 | |||||
Common Class T | Cash | ||||||
Distributions Per Share | ||||||
Dividend daily distribution rate (usd per share) | 0.0012152 | |||||
Common Class T | Shares | ||||||
Distributions Per Share | ||||||
Dividend daily distribution rate (usd per share) | $ 0.0003608 |
Equity - Summary of Loss Per Sh
Equity - Summary of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||||||||||
Allocation of Loss | $ (10,362) | $ (7,416) | $ 452 | $ (3,701) | $ (5,815) | $ 49 | $ (6,340) | $ (428) | $ (108) | $ (21,027) | $ (12,534) |
Common Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Basic and Diluted Weighted-Average Shares Outstanding (shares) | 621,396 | 18,590,127 | 2,656,034 | ||||||||
Allocation of Loss | $ (108) | $ (7,960) | $ (5,283) | ||||||||
Basic and Diluted Loss Per Share (usd per share) | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.33) | $ 0.02 | $ (6.13) | $ (0.69) | $ (0.17) | $ (0.43) | $ (1.99) |
Common Class T | |||||||||||
Class of Stock [Line Items] | |||||||||||
Basic and Diluted Weighted-Average Shares Outstanding (shares) | 0 | 29,978,270 | 3,644,786 | ||||||||
Allocation of Loss | $ 0 | $ (13,067) | $ (7,251) | ||||||||
Basic and Diluted Loss Per Share (usd per share) | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.33) | $ 0 | $ (6.14) | $ 0 | $ 0 | $ (0.44) | $ (1.99) |
Equity - Reclassifications of A
Equity - Reclassifications of Accumulated Other Comprehensive Loss (Details) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Accumulated Comprehensive Income | ||||
Beginning balance, value | $ 0 | $ 246,192,000 | $ 92,000 | |
Interest expense | 0 | 17,605,000 | 4,368,000 | |
Ending balance, value | 92,000 | 550,109,000 | 246,192,000 | $ 92,000 |
Gains and Losses on Derivative Instruments | ||||
Reconciliation Of Accumulated Comprehensive Income | ||||
Beginning balance, value | (94,000) | 0 | 0 | |
Other comprehensive income (loss) before reclassifications | 271,000 | (104,000) | 0 | |
Total | 718,000 | 0 | 0 | |
Net current period other comprehensive income (loss) | 989,000 | (104,000) | 0 | |
Net current period other comprehensive loss attributable to noncontrolling interests | 1,000 | 10,000 | 0 | |
Ending balance, value | $ 0 | 896,000 | (94,000) | 0 |
Gains and Losses on Derivative Instruments | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reconciliation Of Accumulated Comprehensive Income | ||||
Interest expense | $ 718,000 | $ 0 | $ 0 |
Equity - Distributions (Details
Equity - Distributions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Common Class A | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | $ 0.5262 | $ 0.1896 |
Common Class A | Ordinary income | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | 0.2253 | 0.1896 |
Common Class A | Return of capital | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | 0.3009 | 0 |
Common Class T | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | 0.4292 | 0.1559 |
Common Class T | Ordinary income | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | 0.1837 | 0.1559 |
Common Class T | Return of capital | ||
Distributions Per Share | ||
Total distributions paid (usd per share) | $ 0.2455 | $ 0 |
Share-Based Payments - Narrativ
Share-Based Payments - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation | $ 0.3 | $ 0.2 |
Director | Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Granted - shares | 10,000 | 12,500 |
Shares issued (usd per share) | $ 10.53 | $ 10 |
RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Vesting period | 3 years | |
Fair value of vested stock | $ 0.1 | |
Granted - shares | 42,260 | 30,250 |
Shares issued (usd per share) | $ 10.53 | $ 10.53 |
RSU | Subadvisors | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Weighted average remaining contractual term | 1 year 10 months 24 days | |
2015 Equity Investment Plan | Subadvisors | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Stock based compensation not yet recognized | $ 0.4 | |
2015 Equity Investment Plan | RSU | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Maximum shares authorized for share based compensation | 2,000,000 | |
Shares available for grant | 1,933,764 |
Share-Based Payments - Summary
Share-Based Payments - Summary of the RSU (Details) - RSU Awards - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | ||
Beginning balance - nonvested shares | 30,250 | 0 |
Granted - shares | 42,260 | 30,250 |
Vested - shares | (10,083) | |
Forfeited - value | (6,274) | |
Ending balance - nonvested shares | 56,153 | 30,250 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | ||
Beginning Balance, weighted average grant date fair value | $ 10 | $ 10 |
Shares issued (usd per share) | 10.53 | 10.53 |
Shares vested (usd per share) | 10 | |
Shares forfeited (usd per share) | 10.36 | |
Ending Balance, weighted average grant date fair value | $ 10.36 | $ 10 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency | ||
Operating loss carryforwards | $ 3,000,000 | $ 1,700,000 |
Valuation allowance | 4,102,000 | 1,953,000 |
Net Deferred Tax Asset | 1,356,000 | 1,005,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Maximum | ||
Income Tax Contingency | ||
Open tax years | 2,014 | |
Minimum | ||
Income Tax Contingency | ||
Operating loss carryforward, expiration date | Dec. 31, 2034 | |
Open tax years | 2,016 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Tax (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | |||
Current | $ 0 | $ 1,830 | $ 423 |
Deferred | 0 | 395 | (180) |
Total | 0 | 2,225 | 243 |
State and Local | |||
Current | 0 | 509 | 164 |
Deferred | 0 | (23) | (335) |
Total | 0 | 486 | (171) |
Total Provision | $ 0 | $ 2,711 | $ 72 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets | ||
Deferred revenue - key money | $ 2,970 | $ 1,977 |
Net operating loss carryforwards | 1,114 | 621 |
Accrued vacation payable and deferred rent | 972 | 30 |
Gift card liability | 12 | 11 |
Other | 395 | 323 |
Total deferred income taxes | 5,463 | 2,962 |
Valuation allowance | (4,102) | (1,953) |
Total deferred tax assets | 1,361 | 1,009 |
Deferred Tax Liabilities | ||
Other | (5) | (4) |
Net Deferred Tax Asset | $ 1,356 | $ 1,005 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Pre-tax income (loss) from taxable subsidiaries | $ 0 | $ 4,346 | $ (7,172) |
Federal provision at statutory tax rate (34%) | 0 | 1,477 | (2,438) |
Valuation allowance | 0 | 1,969 | 1,953 |
(Income) loss not subject to federal tax | 0 | (1,194) | 924 |
State and local taxes, net of federal provision | 0 | 406 | (381) |
Other | 0 | 30 | 2 |
Non-deductible expenses | 23 | 12 | |
Total Provision | $ 0 | $ 2,711 | $ 72 |
Statutory tax rate | 34.00% |
Selected Quarterly Financial 74
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Data | |||||||||||
Revenues | $ 55,424 | $ 54,363 | $ 36,961 | $ 30,852 | $ 17,574 | $ 12,978 | $ 18,533 | $ 0 | $ 0 | $ 177,600 | $ 49,085 |
Operating expenses | 59,413 | 55,867 | 31,793 | 30,759 | 21,603 | 13,892 | 22,714 | 428 | |||
Net (loss) income | (9,941) | (7,447) | 1,984 | (2,046) | (6,560) | 68 | (5,143) | (428) | (108) | (17,450) | (12,063) |
(Income) loss attributable to noncontrolling interests | (421) | 31 | (1,532) | (1,655) | 745 | (19) | (1,197) | 0 | 0 | (3,577) | (471) |
Net Loss Attributable to CWI 2 Stockholders | $ (10,362) | $ (7,416) | $ 452 | $ (3,701) | $ (5,815) | $ 49 | $ (6,340) | $ (428) | (108) | (21,027) | (12,534) |
Common Class A | |||||||||||
Selected Quarterly Financial Data | |||||||||||
Net Loss Attributable to CWI 2 Stockholders | $ (108) | $ (7,960) | $ (5,283) | ||||||||
Basic and diluted income (loss) (usd per share) | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.33) | $ 0.02 | $ (6.13) | $ (0.69) | $ (0.17) | $ (0.43) | $ (1.99) |
Distributions Declared Per Share (usd per share) | 0.1713 | 0.1713 | 0.1644 | 0.1500 | 0.1500 | 0.1500 | 0.0775 | 0 | |||
Common Class T | |||||||||||
Selected Quarterly Financial Data | |||||||||||
Net Loss Attributable to CWI 2 Stockholders | $ 0 | $ (13,067) | $ (7,251) | ||||||||
Basic and diluted income (loss) (usd per share) | (0.17) | (0.14) | 0.01 | (0.10) | (0.33) | 0 | (6.14) | 0 | $ 0 | $ (0.44) | $ (1.99) |
Distributions Declared Per Share (usd per share) | $ 0.145 | $ 0.1450 | $ 0.1381 | $ 0.1264 | $ 0.1264 | $ 0.1264 | $ 0.0653 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 27, 2017 | Mar. 23, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Jan. 25, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Jan. 20, 2016 | Dec. 31, 2015 | May 01, 2015 | Apr. 30, 2015 | Apr. 01, 2015 |
Subsequent Event [Line Items] | ||||||||||||
Non-recourse and limited-recourse debt, net | $ 571,935,000 | $ 207,888,000 | ||||||||||
Notes payable, related party | 210,033,000 | $ 210,000,000 | $ 20,000,000 | $ 0 | $ 65,300,000 | $ 37,200,000 | ||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | $ 110,000,000 | ||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||||||||||
Subsequent Event | Ritz Carlton San Francisco | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Non-recourse and limited-recourse debt, net | $ 143,000,000 | $ 143,000,000 | ||||||||||
Debt instrument stated interest rate | 4.60% | |||||||||||
Debt Instrument, Term | 5 years | |||||||||||
Notes payable, related party | $ 210,000,000 |
Schedule II - Valuation and Q76
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation reserve for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Year | $ 1,953 | $ 0 | $ 0 |
Other Additions | 2,149 | 1,953 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | $ 4,102 | $ 1,953 | $ 0 |
Schedule III - Real Estate an77
Schedule III - Real Estate and Accumulated Depreciation - Narratives (Details) $ in Billions | Dec. 31, 2016USD ($) |
SEC Schedule III, Real Estate and Accumulated Depreciation, Other Required Disclosures | |
Federal income tax basis | $ 1.3 |
Schedule III - Real Estate an78
Schedule III - Real Estate and Accumulated Depreciation - Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 571,935 | |||
Initial Cost to Company | ||||
Land | 211,278 | |||
Buildings | 970,086 | |||
Costs Capitalized Subsequent to Acquisition | 9,765 | |||
Increase In Net Investments (b) | 89 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 211,278 | |||
Buildings | 979,940 | |||
Total | 1,191,218 | $ 343,067 | $ 0 | $ 0 |
Accumulated Depreciation | 18,506 | $ 3,216 | $ 0 | $ 0 |
Marriott Sawgrass Golf Resort & Spa | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | 78,000 | |||
Initial Cost to Company | ||||
Land | 26,400 | |||
Buildings | 93,551 | |||
Costs Capitalized Subsequent to Acquisition | 7,558 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 26,400 | |||
Buildings | 101,109 | |||
Total | 127,509 | |||
Accumulated Depreciation | $ 4,400 | |||
Marriott Sawgrass Golf Resort & Spa | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Marriott Sawgrass Golf Resort & Spa | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Courtyard Nashville Downtown | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 41,656 | |||
Initial Cost to Company | ||||
Land | 8,500 | |||
Buildings | 47,443 | |||
Costs Capitalized Subsequent to Acquisition | 711 | |||
Increase In Net Investments (b) | 51 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,500 | |||
Buildings | 48,205 | |||
Total | 56,705 | |||
Accumulated Depreciation | $ 2,069 | |||
Courtyard Nashville Downtown | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Courtyard Nashville Downtown | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 99,726 | |||
Initial Cost to Company | ||||
Land | 13,000 | |||
Buildings | 153,358 | |||
Costs Capitalized Subsequent to Acquisition | 89 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 13,000 | |||
Buildings | 153,447 | |||
Total | 166,447 | |||
Accumulated Depreciation | $ 4,451 | |||
Embassy Suites by Hilton Denver-Downtown/Convention Center | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Embassy Suites by Hilton Denver-Downtown/Convention Center | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Seattle Marriott Bellevue | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 99,187 | |||
Initial Cost to Company | ||||
Land | 19,500 | |||
Buildings | 149,111 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 19,500 | |||
Buildings | 149,111 | |||
Total | 168,611 | |||
Accumulated Depreciation | $ 3,514 | |||
Seattle Marriott Bellevue | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Seattle Marriott Bellevue | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Le Méridien Arlington | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 34,502 | |||
Initial Cost to Company | ||||
Land | 8,900 | |||
Buildings | 43,191 | |||
Costs Capitalized Subsequent to Acquisition | 1,358 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,900 | |||
Buildings | 44,549 | |||
Total | 53,449 | |||
Accumulated Depreciation | $ 606 | |||
Le Méridien Arlington | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Le Méridien Arlington | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
San Jose Marriott | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 87,429 | |||
Initial Cost to Company | ||||
Land | 7,509 | |||
Buildings | 138,319 | |||
Costs Capitalized Subsequent to Acquisition | 36 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 7,509 | |||
Buildings | 138,355 | |||
Total | 145,864 | |||
Accumulated Depreciation | $ 1,626 | |||
San Jose Marriott | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
San Jose Marriott | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
San Diego Marriott La Jolla | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 84,824 | |||
Initial Cost to Company | ||||
Land | 20,264 | |||
Buildings | 110,300 | |||
Costs Capitalized Subsequent to Acquisition | 13 | |||
Increase In Net Investments (b) | 38 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 20,264 | |||
Buildings | 110,351 | |||
Total | 130,615 | |||
Accumulated Depreciation | $ 1,268 | |||
San Diego Marriott La Jolla | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
San Diego Marriott La Jolla | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Renaissance Atlanta Midtown Hotel | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 46,611 | |||
Initial Cost to Company | ||||
Land | 8,600 | |||
Buildings | 64,441 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,600 | |||
Buildings | 64,441 | |||
Total | 73,041 | |||
Accumulated Depreciation | $ 549 | |||
Renaissance Atlanta Midtown Hotel | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Renaissance Atlanta Midtown Hotel | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years | |||
Ritz-Carlton San Francisco | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation [Line Items] | ||||
Encumbrances | $ 0 | |||
Initial Cost to Company | ||||
Land | 98,605 | |||
Buildings | 170,372 | |||
Costs Capitalized Subsequent to Acquisition | 0 | |||
Increase In Net Investments (b) | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 98,605 | |||
Buildings | 170,372 | |||
Total | 268,977 | |||
Accumulated Depreciation | $ 23 | |||
Ritz-Carlton San Francisco | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Ritz-Carlton San Francisco | Maximum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 40 years |
Schedule III - Real Estate an79
Schedule III - Real Estate and Accumulated Depreciation - Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments | |||
Beginning balance | $ 343,067 | $ 0 | $ 0 |
Additions | 839,201 | 342,252 | 0 |
Improvements | 8,950 | 815 | 0 |
Ending balance | 1,191,218 | 343,067 | 0 |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation | |||
Beginning balance | 3,216 | 0 | 0 |
Depreciation expense | 15,290 | 3,216 | 0 |
Ending balance | $ 18,506 | $ 3,216 | $ 0 |