Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
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 | 29,879,702 | ||
Common Class T | |||
Document Entity Information | |||
Entity Common Stock, Shares Outstanding | 58,483,227 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments in real estate: | ||
Hotels, at cost | $ 1,448,030 | $ 1,274,747 |
Accumulated depreciation | (68,088) | (28,335) |
Net investments in hotels | 1,379,942 | 1,246,412 |
Equity investments in real estate | 134,738 | 35,712 |
Cash | 68,527 | 63,245 |
Restricted cash | 29,582 | 36,548 |
Accounts receivable | 17,592 | 12,627 |
Other assets | 11,467 | 13,173 |
Total assets | 1,641,848 | 1,407,717 |
Liabilities and Equity | ||
Non-recourse and limited-recourse debt, net | 831,329 | 571,935 |
Due to related parties and affiliates | 1,726 | 231,258 |
Accounts payable, accrued expenses and other liabilities | 66,053 | 47,223 |
Distributions payable | 10,955 | 7,192 |
Total liabilities | 910,063 | 857,608 |
Commitments and contingencies (Note 9) | ||
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none issued | 0 | 0 |
Additional paid-in capital | 807,377 | 573,135 |
Distributions and accumulated losses | (104,809) | (59,115) |
Accumulated other comprehensive income | 1,373 | 896 |
Total stockholders’ equity | 704,028 | 514,978 |
Noncontrolling interests | 27,757 | 35,131 |
Total equity | 731,785 | 550,109 |
Total liabilities and equity | 1,641,848 | 1,407,717 |
Common Class A | ||
Liabilities and Equity | ||
Common stock | 29 | 22 |
Common Class T | ||
Liabilities and Equity | ||
Common stock | $ 58 | $ 40 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par share value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, share issued | 0 | 0 |
Common Class A | ||
Common stock, par share value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 320,000,000 | 320,000,000 |
Common shares, outstanding | 29,510,914 | 22,414,128 |
Common Class T | ||
Common stock, par share value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common shares, outstanding | 57,871,712 | 40,447,362 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Hotel Revenues | |||
Rooms | $ 229,109 | $ 115,918 | $ 27,524 |
Food and beverage | 92,150 | 49,084 | 15,321 |
Other operating revenue | 19,551 | 12,598 | 6,240 |
Total Hotel Revenues | 340,810 | 177,600 | 49,085 |
Hotel Expenses | |||
Rooms | 53,554 | 22,985 | 5,812 |
Food and beverage | 66,337 | 30,976 | 10,220 |
Other hotel operating expenses | 5,674 | 5,282 | 3,044 |
Sales and marketing | 30,218 | 16,932 | 4,423 |
General and administrative | 29,817 | 14,406 | 3,817 |
Property taxes, insurance, rent and other | 18,061 | 9,483 | 2,495 |
Management fees | 12,148 | 6,763 | 1,975 |
Repairs and maintenance | 11,377 | 5,616 | 2,144 |
Utilities | 8,474 | 5,253 | 2,145 |
Depreciation and amortization | 43,729 | 22,975 | 5,975 |
Total Hotel Expenses | 279,389 | 140,671 | 42,050 |
Other Operating Expenses | |||
Asset management fees to affiliate and other expenses | 8,995 | 5,109 | 1,152 |
Acquisition-related expenses | 6,511 | 26,835 | 13,133 |
Corporate general and administrative expenses | 6,403 | 5,217 | 2,302 |
Hurricane loss, net of insurance proceeds | 2,699 | 0 | 0 |
Total Other Operating Expenses | 24,608 | 37,161 | 16,587 |
Operating Income (Loss) | 36,813 | (232) | (9,552) |
Other Income and (Expenses) | |||
Interest expense | (35,824) | (17,605) | (4,368) |
Equity in (losses) earnings of equity method investment in real estate | (1,482) | 3,063 | 1,846 |
Loss on extinguishment of debt (Note 8) | (256) | 0 | 0 |
Other income | 155 | 35 | 83 |
Other Income and (Expenses) | (37,407) | (14,507) | (2,439) |
Loss from Operations Before Income Taxes | (594) | (14,739) | (11,991) |
Provision for income taxes | (3,900) | (2,711) | (72) |
Net Loss | (4,494) | (17,450) | (12,063) |
Income attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $5,078, $3,325 and $301, respectively) | (991) | (3,577) | (471) |
Net Loss Attributable to CWI 2 Stockholders | (5,485) | (21,027) | (12,534) |
Common Class A | |||
Other Income and (Expenses) | |||
Net Loss Attributable to CWI 2 Stockholders | $ (1,740) | $ (7,940) | $ (5,136) |
Basic and diluted weighted-average shares outstanding (shares) | 27,825,037 | 18,936,251 | 3,002,158 |
Basic and diluted income (loss) (usd per share) | $ (0.06) | $ (0.42) | $ (1.71) |
Common Class T | |||
Other Income and (Expenses) | |||
Net Loss Attributable to CWI 2 Stockholders | $ (3,745) | $ (13,087) | $ (7,398) |
Basic and diluted weighted-average shares outstanding (shares) | 54,686,084 | 30,657,538 | 4,324,054 |
Basic and diluted income (loss) (usd per share) | $ (0.07) | $ (0.43) | $ (1.71) |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Advisor | |||
Related Party Transaction | |||
Available cash distribution | $ 5,078 | $ 3,325 | $ 301 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Comprehensive Loss, Net of Tax | |||
Net Loss | $ (4,494) | $ (17,450) | $ (12,063) |
Other Comprehensive Income (Loss) | |||
Unrealized gain (loss) on derivative instruments | 484 | 989 | (104) |
Comprehensive Loss | (4,010) | (16,461) | (12,167) |
Amounts Attributable to Noncontrolling Interests | |||
Net income | (991) | (3,577) | (471) |
Unrealized (gain) loss on derivative instruments | (7) | 1 | 10 |
Comprehensive income attributable to noncontrolling interests | (998) | (3,576) | (461) |
Comprehensive Loss Attributable to CWI 2 Stockholders | $ (5,008) | $ (20,037) | $ (12,628) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | 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 Income (Loss) | Noncontrolling Interest |
Beginning balance, value at Dec. 31, 2014 | $ 92 | $ 92 | $ 0 | $ 0 | $ 200 | $ (108) | $ 0 | $ 0 | ||
Beginning balance, shares at Dec. 31, 2014 | 22,222 | 0 | ||||||||
Statement of Equity | ||||||||||
Net (loss) income | (12,063) | (12,534) | (12,534) | 471 | ||||||
Shares issued, net of offering costs, value | 227,273 | 227,273 | $ 11 | $ 15 | 227,247 | |||||
Shares issued, net of offering costs, shares | 10,673,887 | 14,975,569 | ||||||||
Shares issued to affiliates, value | 774 | 774 | $ 0 | 774 | ||||||
Shares issued to affiliates, shares | 77,359 | |||||||||
Distributions to noncontrolling interests | (1,551) | (1,551) | ||||||||
Contributions from noncontrolling interests | 34,058 | 34,058 | ||||||||
Shares issued under share incentive plans, value | 55 | 55 | 55 | |||||||
Stock based compensation to directors, value | 125 | 125 | 125 | |||||||
Stock based compensation to directors, shares | 12,500 | |||||||||
Stock dividends issued, shares | 6,328 | 7,443 | ||||||||
Distributions declared | (2,467) | (2,467) | (2,467) | |||||||
Other comprehensive income: | ||||||||||
Net unrealized gain on derivative instruments | (104) | (94) | (94) | (10) | ||||||
Ending balance, value at Dec. 31, 2015 | 246,192 | 213,224 | $ 11 | $ 15 | 228,401 | (15,109) | (94) | 32,968 | ||
Ending balance, shares at Dec. 31, 2015 | 10,792,296 | 14,983,012 | ||||||||
Statement of Equity | ||||||||||
Net (loss) income | (17,450) | (21,027) | (21,027) | 3,577 | ||||||
Shares issued, net of offering costs, value | 341,455 | 341,455 | $ 11 | $ 25 | 341,419 | |||||
Shares issued, net of offering costs, shares | 11,108,705 | 25,277,071 | ||||||||
Shares issued to affiliates, value | 4,063 | 4,063 | $ 0 | 4,063 | ||||||
Shares issued to affiliates, shares | 386,808 | |||||||||
Distributions to noncontrolling interests | (5,413) | (5,413) | ||||||||
Contributions from noncontrolling interests | 4,000 | 4,000 | ||||||||
Shares issued under share incentive plans, value | 164 | 164 | 164 | |||||||
Shares issued under share incentive plans, shares | 6,656 | |||||||||
Stock based compensation to directors, value | 105 | 105 | 105 | |||||||
Stock based compensation to directors, shares | 10,000 | |||||||||
Stock dividends issued, shares | 158,398 | 240,213 | ||||||||
Distributions declared | (22,979) | (22,979) | (22,979) | |||||||
Other comprehensive income: | ||||||||||
Net unrealized gain on derivative instruments | 989 | 990 | 990 | (1) | ||||||
Repurchase of shares, value | (1,017) | (1,017) | (1,017) | |||||||
Repurchase of shares, shares | (48,735) | (52,934) | ||||||||
Ending balance, value at Dec. 31, 2016 | 550,109 | 514,978 | $ 22 | $ 40 | 573,135 | (59,115) | 896 | 35,131 | ||
Ending balance, shares at Dec. 31, 2016 | 22,414,128 | 40,447,362 | 22,414,128 | 40,447,362 | ||||||
Statement of Equity | ||||||||||
Net (loss) income | (4,494) | (5,485) | (5,485) | 991 | ||||||
Shares issued, net of offering costs, value | 232,850 | 232,850 | $ 6 | $ 17 | 232,827 | |||||
Shares issued, net of offering costs, shares | 6,027,028 | 17,129,299 | ||||||||
Shares issued to affiliates, value | 11,394 | 11,394 | $ 1 | 11,393 | ||||||
Shares issued to affiliates, shares | 1,064,066 | |||||||||
Distributions to noncontrolling interests | (8,372) | (8,372) | ||||||||
Purchase of membership interest from noncontrolling interest | (3,524) | (3,524) | (3,524) | |||||||
Shares issued under share incentive plans, value | 190 | 190 | 190 | |||||||
Shares issued under share incentive plans, shares | 14,071 | |||||||||
Stock based compensation to directors, value | 165 | 165 | 165 | |||||||
Stock based compensation to directors, shares | 15,384 | |||||||||
Stock dividends issued, value | 1 | 1 | $ 1 | |||||||
Stock dividends issued, shares | 320,922 | 615,421 | ||||||||
Distributions declared | (40,209) | (40,209) | (40,209) | |||||||
Other comprehensive income: | ||||||||||
Net unrealized gain on derivative instruments | 484 | 477 | 477 | 7 | ||||||
Repurchase of shares, value | (6,809) | (6,809) | (6,809) | |||||||
Repurchase of shares, shares | (344,685) | (320,370) | ||||||||
Ending balance, value at Dec. 31, 2017 | $ 731,785 | $ 704,028 | $ 29 | $ 58 | $ 807,377 | $ (104,809) | $ 1,373 | $ 27,757 | ||
Ending balance, shares at Dec. 31, 2017 | 29,510,914 | 57,871,712 | 29,510,914 | 57,871,712 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | Common Class A | |||
Statement of Equity | |||
Distributions declared per share (usd per share) | $ 0.6955 | $ 0.6570 | $ 0.3775 |
Common Stock | Common Class T | |||
Statement of Equity | |||
Distributions declared per share (usd per share) | $ 0.5919 | $ 0.5545 | $ 0.3181 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows — Operating Activities | |||
Net Loss | $ (4,494) | $ (17,450) | $ (12,063) |
Adjustments to net loss: | |||
Depreciation and amortization | 43,729 | 22,975 | 5,975 |
Asset management fees to affiliates settled in shares | 8,670 | 4,372 | 954 |
Equity in losses (earnings) of equity method investment in real estate in excess of distributions received | 2,792 | 36 | (36) |
Hurricane loss, net of insurance proceeds | 2,699 | 0 | 0 |
Amortization of deferred key money, deferred financing costs and other | 830 | 511 | (140) |
Amortization of stock-based compensation | 436 | 305 | 180 |
Loss on extinguishment of debt (Note 8) | 254 | 0 | 0 |
(Decrease) increase in due to related parties and affiliates | (7,786) | 8,460 | (228) |
Receipt of key money and other deferred incentive payments | 2,688 | 3,063 | 125 |
Funding of hurricane related remediation work | (1,458) | 0 | 0 |
Net changes in other assets and liabilities | 1,360 | 2,287 | 1,680 |
Net Cash Provided by (Used in) Operating Activities | 49,720 | 24,559 | (3,553) |
Cash Flows — Investing Activities | |||
Acquisitions of hotels | (168,884) | (876,397) | (285,829) |
Purchase of equity interest (Note 5) | (96,288) | 0 | (37,559) |
Funds released from escrow | 79,207 | 55,137 | 1,947 |
Funds placed in escrow | (73,174) | (81,795) | (10,905) |
Capital expenditures | (17,049) | (21,492) | (4,561) |
Capital contributions to equity investments in real estate | (2,433) | (125) | (3) |
Deposits released for hotel investments | 1,521 | 16,701 | 5,150 |
Hurricane related property insurance proceeds | 7 | 0 | 0 |
Deposits for hotel investments | 0 | (12,681) | (10,691) |
Distributions received from equity investments in excess of equity income | 0 | 1,976 | 0 |
Net Cash Used in Investing Activities | (277,093) | (918,676) | (342,451) |
Cash Flows — Financing Activities | |||
Proceeds from mortgage financing | 301,900 | 366,800 | 142,000 |
Proceeds from issuance of shares, net of offering costs | 238,583 | 354,684 | 224,019 |
Repayment of notes payable to affiliate | (210,000) | (20,000) | (102,447) |
Scheduled payments and prepayments of mortgage principal | (42,000) | 0 | 0 |
Distributions paid | (36,446) | (17,633) | (621) |
Distributions to noncontrolling interests | (8,372) | (5,413) | (1,551) |
Repurchase of shares | (6,809) | (1,017) | 0 |
Purchase of membership interest from noncontrolling interest (Note 10) | (3,524) | 0 | 0 |
Deposits released for mortgage financing | 2,235 | 1,835 | 50 |
Deferred financing costs | (2,090) | (3,502) | (917) |
Deposits for mortgage financing | (725) | (3,345) | (50) |
Withholding on restricted stock units | (81) | (36) | 0 |
Purchase of interest rate cap | (16) | (92) | (103) |
Proceeds from notes payable to affiliate | 0 | 230,000 | 102,447 |
Contributions from noncontrolling interests | 0 | 4,000 | 34,058 |
Net Cash Provided by Financing Activities | 232,655 | 906,281 | 396,885 |
Change in Cash During the Year | |||
Net increase in cash | 5,282 | 12,164 | 50,881 |
Cash, beginning of year | 63,245 | 51,081 | 200 |
Cash, end of year | $ 68,527 | $ 63,245 | $ 51,081 |
Consolidated Statement of Cas10
Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Supplemental Cash Flow Information | |||
Interest paid, net of amounts capitalized | $ 33,135 | $ 15,265 | $ 3,569 |
Income taxes paid | $ 4,721 | $ 3,471 | $ 808 |
Organization and Offering
Organization and Offering | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Offering | Organization and Offering Organization Carey Watermark Investors 2 Incorporated, or CWI 2, together with its consolidated subsidiaries, is a publicly owned, non-listed REIT that invests in, manages and seeks to enhance the value of, interests in lodging and lodging-related properties 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 12 hotels at December 31, 2017 , including ten hotels that we consolidate, or our Consolidated Hotels, and two hotels that we record as equity investments, or our Unconsolidated Hotels, at December 31, 2017 . Public Offering We raised offering proceeds in our initial public offering of $280.3 million from our Class A common stock and $571.0 million from our Class T common stock, for an aggregate of $851.3 million . The offering commenced on May 22, 2014 and closed on July 31, 2017. In addition, from inception through December 31, 2017 , $12.2 million and $22.2 million of distributions were reinvested in our Class A and Class T common stock, respectively, as a result of our distribution reinvestment plan, or DRIP. We have fully invested the proceeds from our offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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, or NOI, 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. If relevant market information is not available or is not deemed appropriate, we perform a future net cash flow analysis, discounted for the inherent risk associated with each investment. 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. 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. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets. At December 31, 2017 and 2016 , we considered four and five entities, respectively, to be VIEs, of which we consolidated three and four , respectively, 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, 2017 2016 Net investments in real estate $ 579,206 $ 657,517 Total assets 617,207 706,115 Non-recourse and limited-recourse debt, net $ 320,304 $ 218,843 Total liabilities 350,249 249,637 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 — At both December 31, 2017 and 2016, Other assets consists primarily of prepaid expenses, deposits, hotel inventories, derivative assets, deferred tax assets and deferred franchise fees in the consolidated financial statements. At December 31, 2016, Other assets also included syndication costs. At both December 31, 2017 and 2016, 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. At December 31, 2017, Other liabilities also includes accrued distribution and shareholder servicing fee, which, beginning with payments for the third quarter of 2017, are made by us directly to selected dealers rather than through Carey Financial, LLC, or Carey Financial, a subsidiary of WPC and the former dealer manager of our offering ( Note 3 ). 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 our offering period, costs incurred in connection with the raising of capital were recorded as deferred offering costs. Upon receipt of offering proceeds, we charged the deferred costs to stockholders’ equity. Under the terms of the Advisory Agreement as described in Note 3 , we reimbursed our Advisor for organization and offering costs incurred up to regulatory limits. Organization costs were 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. In accordance with fair value measurement guidance, counterparty credit risk is measured on a net portfolio position basis. 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 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. generally accepted accounting principles, or 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, and are 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 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. Loss Per Share — Loss per share, as presented, represents both basic and diluted per-share amounts for all periods presented in the consolidated financial statements. We calculate loss per share using the two-class method to reflect the different classes of our outstanding common stock. Loss per basic share of common stock is calculated by dividing Net 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 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, 2017 , 2016 and 2015 . 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 Accounting Standards Updates, or ASUs, promulgated by the Financial Accounting Standards Board, or FASB, are applicable to us: Pronouncement Adopted as of December 31, 2017 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 is effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted ASU 2016-17 as of January 1, 2017 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. Pronouncements to be Adopted after December 31, 2017 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. We adopted this guidance for our interim and annual periods beginning January 1, 2018 using the modified retrospective method. We performed a comprehensive evaluation of the impact of the new standard across our revenue streams, and determined that the timing of revenue recognition and its classification in our consolidated financial statements will remain substantially unchanged, however, additional disclosures will be required as a result of implementation. 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. 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 will adopt this guidance for our interim and annual periods beginning January 1, 2019. We are in the process of 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 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, (iv) distributions received from equity method investees and (v) separately identifiable cash flows and application of the predominance principle. 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 adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-15 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 adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-18 is expected to have a material quantitative impact on our consolidated financial statements, however the qualitative impact is expected to be minimal. 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 adopted this guidance on January 1, 2018. We expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect the capitalization of acquisition costs (such costs are expensed for business combinations and capitalized for asset acquisitions). 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 company may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. ASU 2017-05 is effective for periods beginning after December 15, 2017, with early application permitted for fiscal years beginning after December 15, 2016. We adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-18 is not expected to have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 will be effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are in the process of evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements and expect to adopt the standard for the fiscal year beginning January 1, 2019. |
Agreements and Transactions wit
Agreements and Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
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, which we refer to herein as the Advisory Agreement, to perform certain services for us under a fee arrangement, including managing our overall business, our investments, and 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, which we refer to herein as the Subadvisory Agreement, whereby our Advisor pays 25% of its fees and Available Cash Distributions (as discussed below) and 30% of the subordinated incentive distributions to the Subadvisor in return for certain personnel services. 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): Years Ended December 31, 2017 2016 2015 Amounts Included in the Consolidated Statements of Operations To our Advisor: Asset management fees $ 8,670 $ 4,372 $ 954 Available Cash Distributions 5,078 3,325 301 Acquisition fees 4,415 23,329 6,225 Personnel and overhead reimbursements 3,514 2,550 660 Interest expense 332 50 723 Accretion of interest on annual distribution and shareholder servicing fee 198 231 — To CWI 1: Acquisition fee to CWI 1 — — 3,411 $ 22,207 $ 33,857 $ 12,274 Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 13,199 $ 22,264 $ 16,643 Annual distribution and shareholder servicing fee (a) 8,439 11,553 2,478 Capitalized acquisition fees for equity method investment (b) (Note 5) 6,195 — 1,862 Organization and offering costs 1,453 2,959 4,561 Capitalized loan refinancing fees 280 — — Capitalized refinancing fees for equity method investment — 125 — $ 29,566 $ 36,901 $ 25,544 ___________ (a) Starting with the payment of the third quarter 2017 distribution and shareholder servicing fee (which was paid in October 2017), we began making payments directly to selected dealers rather than through Carey Financial. There is no change in the amount of distribution and shareholder servicing fees that we incur. (b) Our Advisor elected to receive 50% of the acquisition fee related to our investment in the Ritz-Carlton Bacara, Santa Barbara Venture in shares of our Class A common stock and 50% in cash. 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, 2017 2016 Amounts Due to Related Parties and Affiliates To our Advisor: Asset management fees and other $ 877 $ 489 Reimbursable costs 768 676 Organization and offering costs 81 463 Note payable to WPC — 210,033 Acquisition fee payable — 7,243 To Others: Due to Carey Financial (Annual distribution and shareholder servicing fee) (a) — 11,919 Due to CWI 1 — 389 Due to Carey Financial (Selling commissions and dealer manager fees) — 46 $ 1,726 $ 231,258 ___________ (a) Starting with the payment of the third quarter 2017 distribution and shareholder servicing fee (which was paid in October 2017), we began making payments directly to selected dealers rather than through Carey Financial. During the third quarter of 2017, we reclassified $18.4 million from Due to related parties and affiliates to Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, which is where the accrual for the distribution and shareholder servicing fee continues to be recorded. 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 per share, or NAV, 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, 2017 , 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, 2017 , 2016 and 2015 , $8.3 million , $4.1 million and $0.8 million , respectively, in asset management fees were settled in shares of our common stock. At December 31, 2017 , our Advisor owned 1,560,648 shares ( 1.8% ) of our outstanding 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, 2017 , 2016 and 2015 , we did not pay any disposition 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. 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 the Advisory Agreement, described above, including on our proportionate share of equity method investments and loans originated by us. 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 the Advisory Agreement. Personnel and Overhead Reimbursements Under the terms of the Advisory Agreement, our Advisor generally allocates expenses of dedicated and shared resources, including the cost of personnel, rent and related office expenses, between us and our affiliate, Carey Watermark Investors Incorporated, or CWI 1, based on total pro rata hotel revenues on a quarterly basis. CWI 1 is also a publicly owned, non-listed REIT that is advised by our Advisor and invests in lodging and lodging-related properties. Pursuant to the Subadvisory Agreement, after we reimburse our Advisor, it will subsequently reimburse the Subadvisor for personnel costs and other charges, including the services of 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 CWI 1. 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. Selling Commissions and Dealer Manager Fees Pursuant to our former dealer manager agreement with Carey Financial, Carey Financial received a selling commission for sales of our Class A and Class T common stock. Until we made the first adjustment to our offering prices in March 2016 in connection with the publication of our initial NAVs as of December 31, 2015, 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 that adjustment, Carey Financial received 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. In connection with the extension of our initial public offering in 2017, we adjusted our offering prices again in April 2017 to reflect our NAVs as of December 31, 2016, with a selling commission of $0.84 and $0.23 per share sold and a dealer manager fee of $0.36 and $0.31 per share sold for the Class A and Class T common stock, respectively, which were paid through the termination of our offering on July 31, 2017. The selling commissions were re-allowed and a portion of the dealer manager fees could have been 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, 2017 , 2016 and 2015 , we paid selling commissions and dealer manager fees totaling $13.2 million , $22.4 million and $16.5 million , respectively. We continue to pay an annual distribution and shareholder servicing fee in connection with our Class T common stock. The amount of the distribution and shareholder servicing fee is 1.0% of the amount of our NAV per Class T common stock (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 distribution and shareholder servicing fee accrues daily and is payable quarterly in arrears. We will no longer incur the distribution and shareholder servicing fee after September 30, 2023 (the sixth anniversary of the end of the quarter when our offering ended) although the fees may end sooner if the total underwriting compensation paid in respect to the offering reaches 10.0% of the gross offering proceeds or if we undertake a liquidity event. During the years ended December 31, 2017 , 2016 and 2015 , $9.0 million , $11.6 million and $2.5 million , respectively, of distribution and shareholder servicing fees were charged to stockholder’s equity and $3.6 million , $2.3 million and $0.1 million , respectively, of such fees were paid to Carey Financial, which it may have re-allowed to selected dealers. Beginning with the payment for the third quarter of 2017 (which was paid in October 2017) the distribution and shareholder servicing fee is paid by us directly to selected dealers rather than through Carey Financial. Organization and Offering Costs Pursuant to the Advisory Agreement, we are liable for certain expenses related to our public offering, which are deducted from the gross proceeds of the offering. We reimbursed Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that were supported by a detailed and itemized invoice. 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), which terminated on July 31, 2017. Through December 31, 2017 , our Advisor incurred organization and offering costs on our behalf of approximately $9.1 million , all of which we were obligated to pay. Unpaid costs of $0.1 million were included in Due to related parties and affiliates in the consolidated financial statements at December 31, 2017 . 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, 2017 , 2016 and 2015 , $2.8 million , $5.0 million and $1.1 million , respectively, of deferred offering costs were charged to stockholders’ equity. Note Payable to WPC and Other Transactions with Affiliates Our board of directors and the board of directors of WPC have, from time to time, pre-approved loans from WPC to us. Any such loans were made solely at the discretion of WPC’s management and were at an interest rate equal to the rate at which WPC was able to borrow funds under its senior unsecured credit facility. On January 20, 2016 and December 29, 2016, we borrowed $20.0 million and $210.0 million , respectively, from WPC; these loans were repaid in full during the first quarters of 2016 and 2017, respectively. On October 19, 2017, we entered into a $25.0 million secured credit facility to fund our working capital needs, with our Operating Partnership as borrower and WPC as lender, which we refer to as the Working Capital Facility, and all previous authorizations regarding loans from WPC were terminated. The loan bears interest at London Interbank Offered Rate, or LIBOR, plus 1.0% and matures on the earlier of December 31, 2018 and the expiration or termination of the Advisory Agreement. We serve as guarantor of the Working Capital Facility and have pledged our unencumbered equity interest in certain properties as collateral, as further described in the related pledge and security agreement. As of the date of this Report, no amounts are outstanding under the Working Capital Facility. 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. Jointly-Owned Investments At December 31, 2017 , we owned interests in three jointly-owned investments with CWI 1: the Marriott Sawgrass Golf Resort & Spa, a Consolidated Hotel, and the Ritz-Carlton Key Biscayne and the Ritz-Carlton Bacara, Santa Barbara, both Unconsolidated Hotels. A third-party also owns an interest in the Ritz-Carlton Key Biscayne. See Note 5 for further discussion. |
Net Investments in Hotels
Net Investments in Hotels | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Net Investments in Hotels | Net Investments in Hotels Net investments in hotels are summarized as follows (in thousands): December 31, 2017 2016 Buildings $ 1,092,315 $ 969,661 Land 236,078 211,278 Furniture, fixtures and equipment 87,664 67,541 Building and site improvements 28,865 10,279 Construction in progress 3,108 15,988 Hotels, at cost 1,448,030 1,274,747 Less: Accumulated depreciation (68,088 ) (28,335 ) Net investments in hotels $ 1,379,942 $ 1,246,412 During the year ended December 31, 2017 , we retired fully depreciated furniture, fixtures and equipment aggregating $4.0 million . Hurricane-Related Disruption Hurricane Irma made landfall in September 2017, impacting one of our Consolidated Hotels, the Marriott Sawgrass Golf Resort & Spa, which sustained damage and was forced to close for a short period of time. During the year ended December 31, 2017 , we recognized a $2.7 million hurricane loss from the Marriott Sawgrass Golf Resort & Spa, which is presented below, representing, in the aggregate, the property damage insurance deductible on two areas of the resort and our best estimate of uninsured losses for one area of the resort that has not yet reached its property damage insurance deductible. (in thousands) Year Ended December 31, 2017 Write-off of Fixed assets $ 4,938 Remediation work performed 1,476 Property damage insurance advances received (8 ) Property damage insurance receivables (3,707 ) $ 2,699 We are still assessing the impact of the hurricane on the Marriott Sawgrass Golf Resort & Spa and the final net book value write-offs could vary significantly from this estimate. Any changes to property damage estimates will be recorded in the periods in which they are determined, and any additional remediation work will be recorded in the periods in which it is performed. 2017 Acquisition During the year ended December 31, 2017 , we acquired one Consolidated Hotel, which was considered to be a business combination. We refer to this investment as our 2017 Acquisition. Charlotte Marriott City Center On June 1, 2017, we acquired a 100.0% interest in the Charlotte Marriott City Center hotel from Marriott Hotel Services, Inc., an unaffiliated third party, which includes real estate and other hotel assets, net of assumed liabilities, with a fair value totaling $168.9 million , as detailed in the table that follows. The 446 -room full-service hotel is located in Charlotte, North Carolina. The hotel is managed by Marriott International, Inc., or Marriott. At closing, Marriott provided us a cumulative $4.0 million NOI guarantee, which guarantees minimum predetermined NOI amounts to us over a period of approximately three years, not to exceed $1.5 million annually. In connection with this acquisition, we expensed acquisition costs of $5.0 million , including acquisition fees of $4.4 million paid to our Advisor. We obtained a non-recourse mortgage loan on the property of $103.0 million upon acquisition ( Note 8 ). The following tables present a summary of assets acquired and liabilities assumed in this business combination, at the date of acquisition; as well as and revenues and earnings thereon, from the date of acquisition through December 31, 2017 (in thousands): Charlotte Marriott City Center Acquisition Date June 1, 2017 Cash consideration $ 168,884 Assets acquired at fair value: Building $ 127,286 Land 24,800 Furniture, fixtures and equipment 17,380 Accounts receivable 541 Other assets 368 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (1,491 ) Net assets acquired at fair value $ 168,884 From Acquisition Date Through December 31, 2017 Revenues $ 22,189 Income from operations before income taxes $ 5,214 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 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. 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, included in Restricted cash in the consolidated financial statements, 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. As of December 31, 2017, $5.2 million remained in Restricted cash related to this NOI guarantee reserve, with the remaining $4.8 million having been previously reclassed from Restricted cash to Cash in the consolidated financial statements. 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, which was determined to be a business combination, 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. The following tables present a summary of assets acquired and liabilities assumed in these business combinations, at the dates of acquisition; as well as revenues and earnings thereon, from the respective date of acquisition through December 31, 2016 (in thousands): Seattle Marriott Bellevue Le Méridien Arlington San Jose Marriott San Diego Marriott La Jolla Renaissance Atlanta Midtown Hotel Ritz-Carlton San Francisco 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 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, 2017, 2016 and 2015, and the new financings related to these acquisitions, had occurred on January 1, 2016, 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, 2017 2016 2015 Pro forma total revenues $ 356,634 $ 341,679 $ 87,415 Pro forma net income (loss) $ 1,391 $ 2,035 $ (8,487 ) Pro forma income attributable to noncontrolling interests (991 ) (3,577 ) (511 ) Pro forma net income (loss) attributable to CWI 2 stockholders $ 400 $ (1,542 ) $ (8,998 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 260 $ (827 ) $ (8,998 ) Basic and diluted pro forma weighted-average shares outstanding 30,442,301 52,464,649 7,995,127 Basic and diluted pro forma income (loss) per share $ 0.01 $ (0.02 ) $ (1.13 ) Pro forma income (loss) per Class T share: Net income (loss) attributable to CWI 2 stockholders $ 140 $ (715 ) $ — Basic and diluted pro forma weighted-average shares outstanding 54,686,084 30,657,538 — Basic and diluted pro forma income (loss) per share $ — $ (0.02 ) $ — 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, 2017, 2016 and 2015 were issued on January 1, 2016, 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, 2017, 2016 and 2015 are presented as if they were incurred on January 1, 2016, 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, 2017 and 2016 , construction in progress, recorded at cost, was $3.1 million and $16.0 million , respectively, and in each case related primarily to planned renovations at the San Diego Marriott La Jolla and the Renaissance Atlanta Midtown Hotel at December 31, 2017 and the Marriott Sawgrass Golf Resort & Spa at December 31, 2016 ( Note 9 ). We capitalize interest expense and certain other costs, such as property taxes, property insurance and hotel incremental labor costs, related to hotels undergoing major renovations. During the years ended December 31, 2017 and 2016 , we capitalized $0.4 million and $0.8 million , respectively. At December 31, 2017 and 2016 , accrued capital expenditures were $0.5 million and $4.4 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 both December 31, 2017 and 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. |
Equity Investments in Real Esta
Equity Investments in Real Estate | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments in Real Estate | Equity Investments in Real Estate At December 31, 2017 , we owned equity interests in two Unconsolidated Hotels, one with CWI 1 and one together with CWI 1 and an unrelated third party. We do not control the ventures that own these hotels, but we exercise significant influence over them. We account for these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences from acquisition costs paid to 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. Therefore, we follow the hypothetical liquidation at book value method in determining our share of these ventures’ earnings or losses for the reporting period as this method better reflects our claim on the ventures’ book value at the end of each reporting period. Earnings for our equity method investments are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. Ritz-Carlton Bacara, Santa Barbara Venture On September 28, 2017, we formed a tenancy-in-common venture with CWI 1 to acquire the Bacara Resort & Spa for $380.0 million . We own a 60% interest in the venture and CWI 1 owns a 40% interest. Upon acquisition, the hotel was rebranded as the Ritz-Carlton Bacara, Santa Barbara and will be managed by Marriott. The venture meets the definition of joint control as all decisions with respect to the ownership, management and operation of the hotel must be made on a unanimous basis between us and CWI 1; therefore, we have accounted for our interest in this investment under the equity method of accounting. The venture obtained debt comprised of a $175.0 million senior mortgage loan with a floating annual interest rate of LIBOR plus 2.8% and a $55.0 million mezzanine loan with a floating annual interest rate of LIBOR plus 5.8% , both subject to interest rate caps. Both loans have maturity dates of September 28, 2021, with one-year extension options. We capitalized our share of acquisition costs totaling $6.9 million , including acquisition fees of $6.2 million paid to our Advisor. Our Advisor elected to receive 50% of its acquisition fees in shares of our Class A common stock and 50% in cash, which was approved by our board of directors. For the year ended December 31, 2017 , $3.1 million in acquisitions fees were settled in shares of our Class A common stock. Hurricane-Related Disruption The Ritz-Carlton Key Biscayne was impacted by Hurricane Irma when it made landfall in September 2017. The hotel sustained damage and was forced to close for a short period of time. As of December 31, 2017 , the estimated net book value of the property damage written-off by the Ritz-Carlton Key Biscayne Venture was $6.3 million . In addition, $1.6 million of remediation work had been performed as of December 31, 2017 . The venture recorded a corresponding accrued receivable of $4.1 million for estimated insurance proceeds related to the net book value of the property damage written-off and advanced insurance proceeds of $0.2 million . For the year ended December 31, 2017 , there was no net impact to our investment in the Ritz-Carlton Key Biscayne Venture under the hypothetical liquidation at book value method of accounting as a result of our priority return on the investment. If the estimated property damage increases or there is additional remediation work incurred at the hotel, our share of equity in earnings of the venture could be impacted. The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying values of these ventures are affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotels State Number of Rooms % Owned Our Initial Investment (a) Acquisition Date Hotel Type Carrying Value at December 31, 2017 2016 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort $ 37,154 $ 35,712 Ritz-Carlton Bacara, Santa Barbara Venture (d) (e) CA 358 60 % 99,386 9/28/2017 Resort 97,584 — 816 $ 136,945 $ 134,738 $ 35,712 ___________ (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, 2017 . (d) This investment represents a tenancy-in-common interest; the remaining 40% interest is owned by CWI 1. (e) No cash distributions were received from this investment during the year ended December 31, 2017 . The following table sets forth our share of equity in (losses) earnings from our Unconsolidated Hotels, 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): Years Ended December 31, 2017 2016 2015 Ritz-Carlton Bacara, Santa Barbara Venture $ (4,235 ) $ — $ — Ritz-Carlton Key Biscayne Venture 2,753 3,063 1,846 Total equity in (losses) earnings of equity method investments in real estate $ (1,482 ) $ 3,063 $ 1,846 No other-than-temporary impairment charges were recognized during either the years ended December 31, 2017 or 2016 . At December 31, 2017 and 2016 , the unamortized basis differences on our equity investments were $8.0 million and $1.9 million , respectively. Net amortization of the basis differences reduced the carrying values of our equity investments by $0.1 million during both the years ended December 31, 2017 and 2016 . The following tables present combined summarized financial information of our equity method investment entities. Amounts provided are the total amounts attributable to the ventures since our respective dates of acquisition and do not represent our proportionate share (in thousands): 2017 2016 2015 Total Ritz-Carlton Bacara, Santa Barbara Venture (a) Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture (b) Balance Sheet – As of December 31, Real estate, net $ 646,943 $ 367,035 $ 279,908 $ 291,015 $ 279,492 Other assets 82,461 32,696 49,765 47,642 51,287 Total assets 729,404 399,731 329,673 338,657 330,779 Debt 416,335 226,636 189,699 190,039 168,503 Other liabilities 38,969 20,784 18,185 20,004 15,170 Total liabilities 455,304 247,420 207,884 210,043 183,673 Members’ equity 274,100 152,311 121,789 128,614 147,106 Percentage of ownership in equity investee 60 % 19.3 % 19.3 % 19.3 % Pro-rata equity carrying value 114,892 91,387 23,505 24,823 28,391 Basis differential adjustment 8,026 6,197 1,829 1,901 1,834 HLBV adjustment 11,820 — 11,820 8,988 7,374 Carrying value $ 134,738 $ 97,584 $ 37,154 $ 35,712 $ 37,599 2017 2016 2015 Total Ritz-Carlton Bacara, Santa Barbara Venture (a) Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture (b) Income Statement – For the year ended December 31, Hotel revenues $ 99,800 $ 15,269 $ 84,531 $ 80,882 $ 44,079 Hotel operating expenses 95,423 18,906 76,517 72,801 42,635 Other operating expenses 59 52 7 110 2,018 Other income and (expenses) (14,395 ) (3,161 ) (11,234 ) (8,154 ) (4,232 ) Provision for income taxes 1,121 (208 ) 1,329 (329 ) (484 ) Net loss (8,956 ) (7,058 ) (1,898 ) (512 ) (5,290 ) Percentage of ownership in equity investee 60 % 19.3 % 19.3 % 19.3 % Pro-rata equity in losses of equity method investments in real estate (4,601 ) (4,235 ) (366 ) (99 ) (1,021 ) Basis differential adjustment (71 ) — (71 ) (58 ) (28 ) HLBV adjustment 3,190 — 3,190 3,220 2,895 Equity in (losses) earnings of equity method investments in real estate $ (1,482 ) $ (4,235 ) $ 2,753 $ 3,063 $ 1,846 ___________ (a) We purchased our 60% interest in this venture on September 28, 2017. (b) We purchased our 19.3% interest in this venture on May 29, 2015. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 or 2016 . 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 $831.3 million and $571.9 million at December 31, 2017 and 2016 , respectively, and an estimated fair value of $831.7 million and $570.8 million at December 31, 2017 and 2016 , 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, 2017 and 2016 . |
Risk Management and Use of Deri
Risk Management and Use of Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 Interest rate swap Other assets $ 1,480 $ 816 Interest rate caps Other assets 36 279 $ 1,516 $ 1,095 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, 2017 and 2016 , no cash collateral had been posted nor received for any of our derivative positions. We recognized unrealized gains of $0.3 million in Other comprehensive income (loss) on derivatives in connection with our interest rate swap and caps during both the years ended December 31, 2017 and 2016 . We reclassified $0.2 million and $0.7 million from Other comprehensive income (loss) on derivatives into Interest expense during the year ended December 31, 2017 and 2016 , respectively. Amounts reported in Other comprehensive income (loss) related to our interest rate swap and caps will be reclassified to Interest expense as interest expense or income is incurred on our variable-rate debt. At December 31, 2017 , we estimated that $0.5 million , inclusive of amounts attributable to noncontrolling interests of less than $0.1 million will be reclassified as Interest income 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, 2017 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Notional Fair Value at Interest Rate Derivatives Instruments Amount December 31, 2017 Interest rate swap 1 $ 100,000 $ 1,480 Interest rate caps 6 289,860 36 $ 1,516 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, 2017 . At December 31, 2017 , our total credit exposure and the maximum exposure to any single counterparty were both $1.5 million . Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. At December 31, 2017 , we had not been declared in default on any of our derivative obligations. At both December 31, 2017 and 2016 , we had no derivatives that were in a net liability position. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 San Jose Marriott (a) (b) 4.14% Variable 7/2019 $ 87,655 $ 87,429 Renaissance Atlanta Midtown Hotel (a) (b) (c) 4.38%, 11.38% Variable 8/2019 46,945 46,611 Marriott Sawgrass Golf Resort & Spa (a) 5.21% Variable 11/2019 78,000 78,000 Seattle Marriott Bellevue (a) (d) (e) 3.88% Variable 1/2020 99,453 99,188 Le Méridien Arlington (a) (d) 4.14% Variable 6/2020 34,645 34,502 Ritz-Carlton San Francisco 4.59% Fixed 2/2022 142,851 — Charlotte Marriott City Center (f) 4.53% Fixed 6/2022 102,338 — Courtyard Nashville Downtown 4.15% Fixed 9/2022 54,820 41,656 Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,772 99,725 San Diego Marriott La Jolla 4.13% Fixed 8/2023 84,850 84,824 $ 831,329 $ 571,935 ___________ (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, 2017 through the use of an interest rate cap or swap, when applicable. (b) These mortgage loans have two one -year extension options, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. (c) 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. (d) 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 option. (e) At December 31, 2016, this loan was limited-recourse up to a maximum of $15.0 million , which would terminate upon satisfaction of certain conditions as described in the loan agreement. During the first quarter of 2017, these conditions were met so that the limited-recourse provisions no longer apply, and as a result, this loan was considered to be a non-recourse loan at December 31, 2017 . (f) At closing, we deposited $10.0 million of the $103.0 million mortgage loan proceeds with the lender to be held as additional collateral for the loan, which was classified as Restricted cash on our consolidated balance sheet. During the third quarter of 2017, upon reaching a certain NOI, as further described in the loan agreement, the $10.0 million was released back to us and reclassified out of Restricted cash on our consolidated balance sheet. 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. At September 30, 2017, the minimum debt service coverage ratio on both the senior mortgage loan and mezzanine loan for the Renaissance Atlanta Midtown Hotel was not met; therefore, we entered into a cash management agreement that permits the lender to sweep the hotel’s excess cash flow. As of December 31, 2017 , this ratio was still not met and the cash management agreement remained in effect. Covenants Pursuant to our mortgage loan agreements, our consolidated subsidiaries are subject to various operational and financial covenants, including minimum debt service coverage ratios. Except as discussed above, at December 31, 2017 , we were in compliance with the applicable covenants for each of our mortgage loans. Financing Activity During 2017 During the first quarter of 2017, in connection with our acquisition of the Ritz-Carlton San Francisco in December 2016, which was financed in part by a loan of $210.0 million from WPC ( Note 3 ), we obtained a non-recourse mortgage loan of $143.0 million , with a fixed interest rate of 4.6% . The loan has a maturity date of February 1, 2022 and is interest-only for the full term. We recognized $0.2 million of deferred financing costs related to this loan. We used the proceeds of this loan to repay, in part, the loan from WPC. During the second quarter of 2017, in connection with our acquisition of the Charlotte Marriott City Center, we obtained a non-recourse mortgage loan of $103.0 million , with a fixed interest rate of 4.5% . The loan has a maturity date of June 1, 2022 and is interest-only for the full term. We recognized $0.7 million of deferred financing costs related to this loan. During the third quarter of 2017, we refinanced our $42.0 million non-recourse mortgage loan on the Courtyard Nashville Downtown with a new non-recourse mortgage loan of $55.9 million , with a fixed interest rate of 4.2% and term to maturity of five years. We recognized a loss on extinguishment of debt of $0.3 million related to this refinancing. 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. During the first quarter of 2017, these conditions were met so that the limited-recourse provisions no longer apply. 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. Scheduled Debt Principal Payments Scheduled debt principal payments during each of the next five calendar years following December 31, 2017 and thereafter are as follows (in thousands): Years Ending December 31, Total 2018 $ — 2019 218,395 2020 137,056 2021 4,498 2022 395,710 Thereafter through 2023 79,741 835,400 Unamortized deferred financing costs (4,071 ) Total $ 831,329 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies At December 31, 2017 , 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. Pursuant to the Advisory Agreement, we were liable for certain expenses related to our initial public offering which were deducted from the gross proceeds of the offering. We reimbursed Carey Financial and selected dealers for reasonable bona fide due diligence expenses incurred that were supported by a detailed and itemized invoice. 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). Active fundraising by Carey Financial ceased as of June 30, 2017, with the facilitation of the orderly processing of sales continuing through the termination of our offering on July 31, 2017. Through December 31, 2017 , our Advisor incurred organization and offering costs on our behalf of approximately $9.1 million , all of which we were obligated to pay. Unpaid costs of $0.1 million were included in Due to affiliates in the consolidated financial statements at December 31, 2017 . Hotel Management Agreements As of December 31, 2017 , 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 . For hotels operated with separate franchise agreements, each management company receives a base management fee, generally ranging from 2.5% to 3.0% of hotel revenues. Five 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. For the years ended December 31, 2017 , 2016 and 2015 , we incurred management fee expense, including amortization of deferred management fees, of $12.1 million , $6.8 million and $2.0 million , respectively. Franchise Agreements As of December 31, 2017 , 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 five 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. For the years ended December 31, 2017 , 2016 and 2015 , we incurred franchise fee expense, including amortization of deferred franchise fees, of $6.2 million , $4.5 million and $0.2 million , respectively. 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, and are not obligated, to fund any planned renovations on our Unconsolidated Hotels beyond our original investment. The table below does not reflect any renovation work to be undertaken as a result of Hurricane Irma, as discussed in Note 4 . At December 31, 2017 , four hotels were either undergoing renovation or in the planning stage of renovations, and we currently expect that three will be completed during the second half of 2018 and one will be completed during the first half of 2019. The following table summarizes our capital commitments related to our Consolidated Hotels (in thousands): December 31, 2017 2016 Capital commitments $ 20,135 $ 48,327 Less: paid (6,840 ) (22,981 ) Unpaid commitments 13,295 25,346 Less: amounts in restricted cash designated for renovations (11,282 ) (17,582 ) Unfunded commitments (a) $ 2,013 $ 7,764 ___________ (a) Of our unfunded commitments at December 31, 2017 and 2016 , approximately $2.0 million and $6.2 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 international 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 3% and 5% of the respective hotel’s total gross revenue. As of December 31, 2017 and 2016 , $16.5 million and $14.3 million , respectively, was held in furniture, fixtures and equipment reserve accounts for future capital expenditures and is included in Restricted cash in the consolidated financial statements. |
Loss Per Share and Equity
Loss Per Share and Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Loss Per Share and Equity | Loss Per Share and Equity Loss Per Share The following table presents loss per share (in thousands, except share and per share amounts): Year Ended December 31, 2017 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 27,825,037 $ (1,740 ) $ (0.06 ) Class T common stock 54,686,084 (3,745 ) (0.07 ) Net loss attributable to CWI 2 stockholders $ (5,485 ) Year Ended December 31, 2016 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 18,936,251 $ (7,940 ) $ (0.42 ) Class T common stock 30,657,538 (13,087 ) (0.43 ) Net loss attributable to CWI 2 stockholders $ (21,027 ) Year Ended December 31, 2015 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 3,002,158 $ (5,136 ) $ (1.71 ) Class T common stock 4,324,054 (7,398 ) (1.71 ) Net loss attributable to CWI 2 stockholders $ (12,534 ) 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. The allocation for the Class A common stock excludes the accretion of interest on the annual distribution and shareholder servicing fee of $0.3 million and $0.2 million for the years ended December 31, 2017 and 2016 , respectively, 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 year ended December 31, 2015. Transfer from Noncontrolling Interest On March 30, 2017, we purchased the incentive membership interest in the Courtyard Nashville Downtown venture from an unaffiliated third party for $3.5 million . Our acquisition of the membership interest is accounted for as an equity transaction, and we recorded an adjustment of approximately $3.5 million to Additional paid-in capital in our consolidated statement of equity for the year ended December 31, 2017 related to the difference between the carrying value and the purchase price. No gain or loss was recognized in the consolidated statement of operations. 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 2017 2016 2015 Beginning balance $ 896 $ (94 ) $ — Other comprehensive income (loss) before reclassifications 265 271 (104 ) Amounts reclassified from accumulated other comprehensive income (loss) to: Interest expense 219 718 — Total 219 718 — Net current period other comprehensive income (loss) 484 989 (104 ) Net current period other comprehensive (income) loss attributable to noncontrolling interests (7 ) 1 10 Ending balance $ 1,373 $ 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, 2017 , 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, 2017 2016 2015 (a) Class A Class T Class A Class T Class A Class T Ordinary income $ 0.2037 $ 0.1649 $ 0.2253 $ 0.1837 $ 0.1896 $ 0.1559 Return of capital 0.3541 0.2866 0.3009 0.2455 — — Total distributions paid $ 0.5578 $ 0.4515 $ 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. The following table presents the quarterly per share distributions declared by our board of directors during the fourth quarter of 2017, payable in cash and in shares of our Class A and Class T common stock to stockholders of record on December 29, 2017 : Class A common stock Class T common stock Cash Shares Total Cash Shares Total $ 0.1410 $ 0.0339 $ 0.1749 $ 0.1174 $ 0.0339 $ 0.1513 These distributions were paid on January 16, 2018 in the aggregate amount of $11.0 million . Distributions that are payable in shares of our Class A and Class T common stock are recorded at par value in our consolidated financial statements. Proceeds from Sale of Common Stock During January of 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 common shares that we sold during the years ended December 31, 2016 and 2015, respectively. |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Payments | Share-Based Payments 2015 Equity Incentive Plan We maintain the 2015 Equity Incentive Plan, which authorizes the issuance of shares of stock-based awards to our officers, employees of the Subadvisor who perform services on our behalf and any independent directors. 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 1,909,167 shares remained available for future grants at December 31, 2017 . We have not recognized any income tax benefit in earnings for our share-based compensation arrangements since the inception of this plan. A summary of the RSU activity for the years ended December 31, 2017 , 2016 and 2015 follows: RSU Awards Weighted-Average Grant Date Shares Fair Value Nonvested at January 1, 2015 — $ 10.00 Granted 30,250 10.00 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 January 1, 2017 56,153 10.36 Granted 49,344 10.74 Vested (a) (21,745 ) 10.31 Forfeited (24,747 ) 10.57 Nonvested at December 31, 2017 (b) 59,005 $ 10.61 ___________ (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, 2017 and 2016 was $0.2 million and $0.1 million , respectively. (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 1.8 years at December 31, 2017 . Shares Granted to Directors During the years ended December 31, 2017 , 2016 and 2015 , we also issued 15,384 shares, 10,000 shares and 12,500 shares, respectively, of Class A common stock to our independent directors, at $10.74 , $10.53 and $10.00 per share, respectively, as part of their director compensation. Stock-Based Compensation Expense For the years ended December 31, 2017 , 2016 and 2015 , we recognized stock-based compensation expense related to RSU awards to employees of the Subadvisor under the 2015 Equity Incentive Plan and equity compensation issued to our independent directors aggregating $0.4 million , $0.3 million and $0.2 million , respectively. Stock-based compensation expense is included within Corporate general and administrative expenses in the consolidated financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
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): Years Ended December 31, 2017 2016 2015 Federal Current $ 2,787 $ 1,830 $ 423 Deferred 248 395 (180 ) 3,035 2,225 243 State and Local Current 880 509 164 Deferred (15 ) (23 ) (335 ) 865 486 (171 ) Total Provision $ 3,900 $ 2,711 $ 72 Deferred income taxes at December 31, 2017 and 2016 consist of the following (in thousands): At December 31, 2017 2016 Deferred Tax Assets Deferred revenue — key money $ 1,880 $ 2,970 Accrued vacation payable and deferred rent 1,274 972 Net operating loss carryforwards 556 1,114 Interest expense limitation 104 — Gift card liability 3 12 Other 437 395 Total deferred income taxes 4,254 5,463 Valuation allowance (3,083 ) (4,102 ) Total deferred tax assets 1,171 1,361 Deferred Tax Liabilities Other (36 ) (5 ) Net Deferred Tax Asset $ 1,135 $ 1,356 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): Years Ended December 31, 2017 2016 2015 Pre-tax income (loss) from taxable subsidiaries $ 9,581 $ 4,346 $ (7,172 ) Federal provision at statutory tax rate $ 3,353 $ 1,477 $ (2,438 ) Revaluation of deferred taxes due to Tax Cuts and Jobs Act (a) 1,857 — — (Income) loss not subject to federal tax (1,102 ) (1,194 ) 924 Valuation allowance (1,020 ) 1,969 1,953 State and local taxes, net of federal provision 644 406 (381 ) Other 126 30 2 Non-deductible expenses 42 23 12 Total provision $ 3,900 $ 2,711 $ 72 ___________ (a) The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, lowered the U.S. corporate income tax rate from 35% to 21%. This amount reflects the net impact of the Tax Cuts and Jobs Act on our domestic TRSs. 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 2036 . As of December 31, 2017 and 2016 , we recorded a valuation allowance of $3.1 million and $4.1 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 $1.1 million and $1.4 million at December 31, 2017 and 2016 , 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, 2017 and 2016 . 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, 2017 | |
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, 2017 (a) (b) June 30, 2017 (a) (b) September 30, 2017 (a) (b) December 31, 2017 (a) (b) Revenues $ 80,825 $ 88,040 $ 85,407 $ 86,538 Operating expenses (c) 69,277 78,355 79,790 76,575 Net income (loss) 3,799 309 (5,261 ) (3,341 ) (Income) loss attributable to noncontrolling interests (2,761 ) (32 ) 3,776 (1,974 ) Net income (loss) attributable to CWI 2 stockholders $ 1,038 $ 277 $ (1,485 ) $ (5,315 ) Class A common stock Basic and diluted income (loss) per share (a) (d) $ 0.02 $ — $ (0.02 ) $ (0.06 ) Distributions declared per share 0.1713 0.1744 0.1749 0.1749 Class T common stock Basic and diluted income (loss) per share (a) (d) $ 0.01 $ — $ (0.02 ) $ (0.06 ) Distributions declared per share 0.1450 0.1476 0.1480 0.1513 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) (d) $ (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) (d) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1264 0.1381 0.1450 0.1450 ___________ (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 2016 and 2017 . (c) Results include a hurricane loss of $3.8 million for the three months ended September 30, 2017. (d) 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. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2017 , 2016 and 2015 (in thousands) Description Balance at Beginning of Year Other Additions Deductions Balance at End of Year Year Ended December 31, 2017 Valuation reserve for deferred tax assets $ 4,102 $ — $ (1,019 ) $ 3,083 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 |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 (in thousands) Initial Cost to Company Costs Capitalized Subsequent to Acquisition (a) (Decrease) 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 $ 20,311 $ (4,633 ) $ 26,400 $ 109,229 $ 135,629 $ 8,598 1987 Apr. 2015 4 – 40 yrs. Courtyard Nashville Downtown 54,820 8,500 47,443 1,992 51 8,500 49,486 57,986 3,442 1998 May 2015 4 – 40 yrs. Embassy Suites by Hilton Denver-Downtown/Convention Center 99,772 13,000 153,358 2,761 — 13,000 156,119 169,119 8,496 2010 Nov. 2015 4 – 40 yrs. Seattle Marriott Bellevue 99,453 19,500 149,111 62 — 19,500 149,173 168,673 7,248 2015 Jan. 2016 4 – 40 yrs. Le Méridien Arlington 34,645 8,900 43,191 1,400 — 8,900 44,591 53,491 1,842 2007 Jun. 2016 4 – 40 yrs. San Jose Marriott 87,655 7,509 138,319 570 — 7,509 138,889 146,398 5,127 2003 Jul. 2016 4 – 40 yrs. San Diego Marriott La Jolla 84,850 20,264 110,300 202 38 20,264 110,540 130,804 4,121 1985 Jul. 2016 4 – 40 yrs. Renaissance Atlanta Midtown Hotel 46,945 8,600 64,441 40 — 8,600 64,481 73,081 2,169 2009 Aug. 2016 4 – 40 yrs. Ritz-Carlton San Francisco 142,851 98,605 170,372 970 — 98,605 171,342 269,947 4,310 1991 Dec. 2016 4 – 40 yrs. Charlotte Marriott City Center 102,338 24,800 127,287 43 — 24,800 127,330 152,130 1,868 1983 Jun. 2017 4 – 40 yrs. $ 831,329 $ 236,078 $ 1,097,373 $ 28,351 $ (4,544 ) $ 236,078 $ 1,121,180 $ 1,357,258 $ 47,221 ___________ (a) Consists of the cost of improvements subsequent to acquisition, including construction costs primarily for renovations pursuant to our contractual obligations. (b) The decrease in net investment of the Marriott Sawgrass Golf Resort & Spa was related to the write-off of assets damaged by Hurricane Irma ( Note 4 ). (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, 2017 2016 2015 Beginning balance $ 1,191,218 $ 343,067 $ — Additions 152,086 839,201 342,252 Improvements 18,587 8,950 815 Write-off of assets damaged by hurricane ( Note 4 ) (4,633 ) — — Ending balance $ 1,357,258 $ 1,191,218 $ 343,067 Reconciliation of Accumulated Depreciation for Hotels Years Ended December 31, 2017 2016 2015 Beginning balance $ 18,506 $ 3,216 $ — Depreciation expense 28,715 15,290 3,216 Ending balance $ 47,221 $ 18,506 $ 3,216 At December 31, 2017 , the aggregate cost of real estate that we and our consolidated subsidiaries own for federal income tax purposes was approximately $1.5 billion . |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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, or NOI, 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. If relevant market information is not available or is not deemed appropriate, we perform a future net cash flow analysis, discounted for the inherent risk associated with each investment. 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. |
Variable Interest Entity | 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. The liabilities of these VIEs are non-recourse to us and can only be satisfied from each VIE’s respective assets. At December 31, 2017 and 2016 , we considered four and five entities, respectively, to be VIEs, of which we consolidated three and four , respectively, 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, 2017 2016 Net investments in real estate $ 579,206 $ 657,517 Total assets 617,207 706,115 Non-recourse and limited-recourse debt, net $ 320,304 $ 218,843 Total liabilities 350,249 249,637 |
Shares Repurchases | 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 — At both December 31, 2017 and 2016, Other assets consists primarily of prepaid expenses, deposits, hotel inventories, derivative assets, deferred tax assets and deferred franchise fees in the consolidated financial statements. At December 31, 2016, Other assets also included syndication costs. At both December 31, 2017 and 2016, 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. At December 31, 2017, Other liabilities also includes accrued distribution and shareholder servicing fee, which, beginning with payments for the third quarter of 2017, are made by us directly to selected dealers rather than through Carey Financial, LLC, or Carey Financial, a subsidiary of WPC and the former dealer manager of our offering ( Note 3 ). |
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 our offering period, costs incurred in connection with the raising of capital were recorded as deferred offering costs. Upon receipt of offering proceeds, we charged the deferred costs to stockholders’ equity. Under the terms of the Advisory Agreement as described in Note 3 , we reimbursed our Advisor for organization and offering costs incurred up to regulatory limits. Organization costs were 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. In accordance with fair value measurement guidance, counterparty credit risk is measured on a net portfolio position basis. |
Income Taxes | 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 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. generally accepted accounting principles, or 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, and are 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 Attributable to Noncontrolling Interests | Income 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. |
Loss Per Share | Loss Per Share — Loss per share, as presented, represents both basic and diluted per-share amounts for all periods presented in the consolidated financial statements. We calculate loss per share using the two-class method to reflect the different classes of our outstanding common stock. Loss per basic share of common stock is calculated by dividing Net 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 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, 2017 , 2016 and 2015 . |
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 Accounting Standards Updates, or ASUs, promulgated by the Financial Accounting Standards Board, or FASB, are applicable to us: Pronouncement Adopted as of December 31, 2017 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 is effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted ASU 2016-17 as of January 1, 2017 on a prospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. Pronouncements to be Adopted after December 31, 2017 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. We adopted this guidance for our interim and annual periods beginning January 1, 2018 using the modified retrospective method. We performed a comprehensive evaluation of the impact of the new standard across our revenue streams, and determined that the timing of revenue recognition and its classification in our consolidated financial statements will remain substantially unchanged, however, additional disclosures will be required as a result of implementation. 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. 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 will adopt this guidance for our interim and annual periods beginning January 1, 2019. We are in the process of 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 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, (iv) distributions received from equity method investees and (v) separately identifiable cash flows and application of the predominance principle. 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 adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-15 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 adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-18 is expected to have a material quantitative impact on our consolidated financial statements, however the qualitative impact is expected to be minimal. 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 adopted this guidance on January 1, 2018. We expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect the capitalization of acquisition costs (such costs are expensed for business combinations and capitalized for asset acquisitions). 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 company may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. ASU 2017-05 is effective for periods beginning after December 15, 2017, with early application permitted for fiscal years beginning after December 15, 2016. We adopted this guidance for our interim and annual periods beginning January 1, 2018. The adoption of ASU 2016-18 is not expected to have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess hedge effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. ASU 2017-12 will be effective in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are in the process of evaluating the impact of adopting ASU 2017-12 on our consolidated financial statements and expect to adopt the standard for the fiscal year beginning January 1, 2019. |
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. Therefore, we follow the hypothetical liquidation at book value method in determining our share of these ventures’ earnings or losses for the reporting period as this method better reflects our claim on the ventures’ book value at the end of each reporting period. Earnings for our equity method investments are recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Net investments in real estate $ 579,206 $ 657,517 Total assets 617,207 706,115 Non-recourse and limited-recourse debt, net $ 320,304 $ 218,843 Total liabilities 350,249 249,637 |
Agreements and Transactions w28
Agreements and Transactions with Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): Years Ended December 31, 2017 2016 2015 Amounts Included in the Consolidated Statements of Operations To our Advisor: Asset management fees $ 8,670 $ 4,372 $ 954 Available Cash Distributions 5,078 3,325 301 Acquisition fees 4,415 23,329 6,225 Personnel and overhead reimbursements 3,514 2,550 660 Interest expense 332 50 723 Accretion of interest on annual distribution and shareholder servicing fee 198 231 — To CWI 1: Acquisition fee to CWI 1 — — 3,411 $ 22,207 $ 33,857 $ 12,274 Other Transaction Fees Incurred to Our Advisor and Affiliates Selling commissions and dealer manager fees $ 13,199 $ 22,264 $ 16,643 Annual distribution and shareholder servicing fee (a) 8,439 11,553 2,478 Capitalized acquisition fees for equity method investment (b) (Note 5) 6,195 — 1,862 Organization and offering costs 1,453 2,959 4,561 Capitalized loan refinancing fees 280 — — Capitalized refinancing fees for equity method investment — 125 — $ 29,566 $ 36,901 $ 25,544 ___________ (a) Starting with the payment of the third quarter 2017 distribution and shareholder servicing fee (which was paid in October 2017), we began making payments directly to selected dealers rather than through Carey Financial. There is no change in the amount of distribution and shareholder servicing fees that we incur. (b) Our Advisor elected to receive 50% of the acquisition fee related to our investment in the Ritz-Carlton Bacara, Santa Barbara Venture in shares of our Class A common stock and 50% in cash. 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, 2017 2016 Amounts Due to Related Parties and Affiliates To our Advisor: Asset management fees and other $ 877 $ 489 Reimbursable costs 768 676 Organization and offering costs 81 463 Note payable to WPC — 210,033 Acquisition fee payable — 7,243 To Others: Due to Carey Financial (Annual distribution and shareholder servicing fee) (a) — 11,919 Due to CWI 1 — 389 Due to Carey Financial (Selling commissions and dealer manager fees) — 46 $ 1,726 $ 231,258 ___________ (a) Starting with the payment of the third quarter 2017 distribution and shareholder servicing fee (which was paid in October 2017), we began making payments directly to selected dealers rather than through Carey Financial. During the third quarter of 2017, we reclassified $18.4 million from Due to related parties and affiliates to Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, which is where the accrual for the distribution and shareholder servicing fee continues to be recorded. |
Net Investments in Hotels (Tabl
Net Investments in Hotels (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Real Estate [Abstract] | |
Schedule of Hotel Properties | Net investments in hotels are summarized as follows (in thousands): December 31, 2017 2016 Buildings $ 1,092,315 $ 969,661 Land 236,078 211,278 Furniture, fixtures and equipment 87,664 67,541 Building and site improvements 28,865 10,279 Construction in progress 3,108 15,988 Hotels, at cost 1,448,030 1,274,747 Less: Accumulated depreciation (68,088 ) (28,335 ) Net investments in hotels $ 1,379,942 $ 1,246,412 |
Hurricane-Related Disruption | During the year ended December 31, 2017 , we recognized a $2.7 million hurricane loss from the Marriott Sawgrass Golf Resort & Spa, which is presented below, representing, in the aggregate, the property damage insurance deductible on two areas of the resort and our best estimate of uninsured losses for one area of the resort that has not yet reached its property damage insurance deductible. (in thousands) Year Ended December 31, 2017 Write-off of Fixed assets $ 4,938 Remediation work performed 1,476 Property damage insurance advances received (8 ) Property damage insurance receivables (3,707 ) $ 2,699 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following tables present a summary of assets acquired and liabilities assumed in this business combination, at the date of acquisition; as well as and revenues and earnings thereon, from the date of acquisition through December 31, 2017 (in thousands): Charlotte Marriott City Center Acquisition Date June 1, 2017 Cash consideration $ 168,884 Assets acquired at fair value: Building $ 127,286 Land 24,800 Furniture, fixtures and equipment 17,380 Accounts receivable 541 Other assets 368 Liabilities assumed at fair value: Accounts payable, accrued expenses and other liabilities (1,491 ) Net assets acquired at fair value $ 168,884 The following tables present a summary of assets acquired and liabilities assumed in these business combinations, at the dates of acquisition; as well as revenues and earnings thereon, from the respective date of acquisition through December 31, 2016 (in thousands): Seattle Marriott Bellevue Le Méridien Arlington San Jose Marriott San Diego Marriott La Jolla Renaissance Atlanta Midtown Hotel Ritz-Carlton San Francisco 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 |
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, 2017 Revenues $ 22,189 Income from operations before income taxes $ 5,214 |
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, 2017, 2016 and 2015, and the new financings related to these acquisitions, had occurred on January 1, 2016, 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, 2017 2016 2015 Pro forma total revenues $ 356,634 $ 341,679 $ 87,415 Pro forma net income (loss) $ 1,391 $ 2,035 $ (8,487 ) Pro forma income attributable to noncontrolling interests (991 ) (3,577 ) (511 ) Pro forma net income (loss) attributable to CWI 2 stockholders $ 400 $ (1,542 ) $ (8,998 ) Pro forma income (loss) per Class A share: Net income (loss) attributable to CWI 2 stockholders $ 260 $ (827 ) $ (8,998 ) Basic and diluted pro forma weighted-average shares outstanding 30,442,301 52,464,649 7,995,127 Basic and diluted pro forma income (loss) per share $ 0.01 $ (0.02 ) $ (1.13 ) Pro forma income (loss) per Class T share: Net income (loss) attributable to CWI 2 stockholders $ 140 $ (715 ) $ — Basic and diluted pro forma weighted-average shares outstanding 54,686,084 30,657,538 — Basic and diluted pro forma income (loss) per share $ — $ (0.02 ) $ — |
Equity Investments in Real Es30
Equity Investments in Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table sets forth our share of equity in (losses) earnings from our Unconsolidated Hotels, 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): Years Ended December 31, 2017 2016 2015 Ritz-Carlton Bacara, Santa Barbara Venture $ (4,235 ) $ — $ — Ritz-Carlton Key Biscayne Venture 2,753 3,063 1,846 Total equity in (losses) earnings of equity method investments in real estate $ (1,482 ) $ 3,063 $ 1,846 The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying values of these ventures are affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotels State Number of Rooms % Owned Our Initial Investment (a) Acquisition Date Hotel Type Carrying Value at December 31, 2017 2016 Ritz-Carlton Key Biscayne Venture (b) (c) FL 458 19.3 % $ 37,559 5/29/2015 Resort $ 37,154 $ 35,712 Ritz-Carlton Bacara, Santa Barbara Venture (d) (e) CA 358 60 % 99,386 9/28/2017 Resort 97,584 — 816 $ 136,945 $ 134,738 $ 35,712 ___________ (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, 2017 . (d) This investment represents a tenancy-in-common interest; the remaining 40% interest is owned by CWI 1. (e) No cash distributions were received from this investment during the year ended December 31, 2017 . The following tables present combined summarized financial information of our equity method investment entities. Amounts provided are the total amounts attributable to the ventures since our respective dates of acquisition and do not represent our proportionate share (in thousands): 2017 2016 2015 Total Ritz-Carlton Bacara, Santa Barbara Venture (a) Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture (b) Balance Sheet – As of December 31, Real estate, net $ 646,943 $ 367,035 $ 279,908 $ 291,015 $ 279,492 Other assets 82,461 32,696 49,765 47,642 51,287 Total assets 729,404 399,731 329,673 338,657 330,779 Debt 416,335 226,636 189,699 190,039 168,503 Other liabilities 38,969 20,784 18,185 20,004 15,170 Total liabilities 455,304 247,420 207,884 210,043 183,673 Members’ equity 274,100 152,311 121,789 128,614 147,106 Percentage of ownership in equity investee 60 % 19.3 % 19.3 % 19.3 % Pro-rata equity carrying value 114,892 91,387 23,505 24,823 28,391 Basis differential adjustment 8,026 6,197 1,829 1,901 1,834 HLBV adjustment 11,820 — 11,820 8,988 7,374 Carrying value $ 134,738 $ 97,584 $ 37,154 $ 35,712 $ 37,599 2017 2016 2015 Total Ritz-Carlton Bacara, Santa Barbara Venture (a) Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture Ritz-Carlton Key Biscayne Venture (b) Income Statement – For the year ended December 31, Hotel revenues $ 99,800 $ 15,269 $ 84,531 $ 80,882 $ 44,079 Hotel operating expenses 95,423 18,906 76,517 72,801 42,635 Other operating expenses 59 52 7 110 2,018 Other income and (expenses) (14,395 ) (3,161 ) (11,234 ) (8,154 ) (4,232 ) Provision for income taxes 1,121 (208 ) 1,329 (329 ) (484 ) Net loss (8,956 ) (7,058 ) (1,898 ) (512 ) (5,290 ) Percentage of ownership in equity investee 60 % 19.3 % 19.3 % 19.3 % Pro-rata equity in losses of equity method investments in real estate (4,601 ) (4,235 ) (366 ) (99 ) (1,021 ) Basis differential adjustment (71 ) — (71 ) (58 ) (28 ) HLBV adjustment 3,190 — 3,190 3,220 2,895 Equity in (losses) earnings of equity method investments in real estate $ (1,482 ) $ (4,235 ) $ 2,753 $ 3,063 $ 1,846 ___________ (a) We purchased our 60% interest in this venture on September 28, 2017. (b) We purchased our 19.3% interest in this venture on May 29, 2015. |
Risk Management and Use of De31
Risk Management and Use of Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 Interest rate swap Other assets $ 1,480 $ 816 Interest rate caps Other assets 36 279 $ 1,516 $ 1,095 |
Schedule of Derivative Instruments | The interest rate swap and caps that we had outstanding on our Consolidated Hotels at December 31, 2017 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Notional Fair Value at Interest Rate Derivatives Instruments Amount December 31, 2017 Interest rate swap 1 $ 100,000 $ 1,480 Interest rate caps 6 289,860 36 $ 1,516 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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 2017 2016 San Jose Marriott (a) (b) 4.14% Variable 7/2019 $ 87,655 $ 87,429 Renaissance Atlanta Midtown Hotel (a) (b) (c) 4.38%, 11.38% Variable 8/2019 46,945 46,611 Marriott Sawgrass Golf Resort & Spa (a) 5.21% Variable 11/2019 78,000 78,000 Seattle Marriott Bellevue (a) (d) (e) 3.88% Variable 1/2020 99,453 99,188 Le Méridien Arlington (a) (d) 4.14% Variable 6/2020 34,645 34,502 Ritz-Carlton San Francisco 4.59% Fixed 2/2022 142,851 — Charlotte Marriott City Center (f) 4.53% Fixed 6/2022 102,338 — Courtyard Nashville Downtown 4.15% Fixed 9/2022 54,820 41,656 Embassy Suites by Hilton Denver-Downtown/Convention Center 3.90% Fixed 12/2022 99,772 99,725 San Diego Marriott La Jolla 4.13% Fixed 8/2023 84,850 84,824 $ 831,329 $ 571,935 ___________ (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, 2017 through the use of an interest rate cap or swap, when applicable. (b) These mortgage loans have two one -year extension options, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options. (c) 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. (d) 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 option. (e) At December 31, 2016, this loan was limited-recourse up to a maximum of $15.0 million , which would terminate upon satisfaction of certain conditions as described in the loan agreement. During the first quarter of 2017, these conditions were met so that the limited-recourse provisions no longer apply, and as a result, this loan was considered to be a non-recourse loan at December 31, 2017 . (f) At closing, we deposited $10.0 million of the $103.0 million mortgage loan proceeds with the lender to be held as additional collateral for the loan, which was classified as Restricted cash on our consolidated balance sheet. During the third quarter of 2017, upon reaching a certain NOI, as further described in the loan agreement, the $10.0 million was released back to us and reclassified out of Restricted cash on our consolidated balance sheet. |
Debt Maturity Schedule | Scheduled debt principal payments during each of the next five calendar years following December 31, 2017 and thereafter are as follows (in thousands): Years Ending December 31, Total 2018 $ — 2019 218,395 2020 137,056 2021 4,498 2022 395,710 Thereafter through 2023 79,741 835,400 Unamortized deferred financing costs (4,071 ) Total $ 831,329 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Capital commitments $ 20,135 $ 48,327 Less: paid (6,840 ) (22,981 ) Unpaid commitments 13,295 25,346 Less: amounts in restricted cash designated for renovations (11,282 ) (17,582 ) Unfunded commitments (a) $ 2,013 $ 7,764 ___________ (a) Of our unfunded commitments at December 31, 2017 and 2016 , approximately $2.0 million and $6.2 million , respectively, of unrestricted cash on our balance sheet was designated for renovations. |
Loss Per Share and Equity (Tabl
Loss Per Share and Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 27,825,037 $ (1,740 ) $ (0.06 ) Class T common stock 54,686,084 (3,745 ) (0.07 ) Net loss attributable to CWI 2 stockholders $ (5,485 ) Year Ended December 31, 2016 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 18,936,251 $ (7,940 ) $ (0.42 ) Class T common stock 30,657,538 (13,087 ) (0.43 ) Net loss attributable to CWI 2 stockholders $ (21,027 ) Year Ended December 31, 2015 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock 3,002,158 $ (5,136 ) $ (1.71 ) Class T common stock 4,324,054 (7,398 ) (1.71 ) Net loss attributable to CWI 2 stockholders $ (12,534 ) |
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 2017 2016 2015 Beginning balance $ 896 $ (94 ) $ — Other comprehensive income (loss) before reclassifications 265 271 (104 ) Amounts reclassified from accumulated other comprehensive income (loss) to: Interest expense 219 718 — Total 219 718 — Net current period other comprehensive income (loss) 484 989 (104 ) Net current period other comprehensive (income) loss attributable to noncontrolling interests (7 ) 1 10 Ending balance $ 1,373 $ 896 $ (94 ) |
Distributions | The following table presents the quarterly per share distributions declared by our board of directors during the fourth quarter of 2017, payable in cash and in shares of our Class A and Class T common stock to stockholders of record on December 29, 2017 : Class A common stock Class T common stock Cash Shares Total Cash Shares Total $ 0.1410 $ 0.0339 $ 0.1749 $ 0.1174 $ 0.0339 $ 0.1513 The following table presents annualized cash distributions paid per share, from Inception through December 31, 2017 , 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, 2017 2016 2015 (a) Class A Class T Class A Class T Class A Class T Ordinary income $ 0.2037 $ 0.1649 $ 0.2253 $ 0.1837 $ 0.1896 $ 0.1559 Return of capital 0.3541 0.2866 0.3009 0.2455 — — Total distributions paid $ 0.5578 $ 0.4515 $ 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, 2017 | |
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, 2017 , 2016 and 2015 follows: RSU Awards Weighted-Average Grant Date Shares Fair Value Nonvested at January 1, 2015 — $ 10.00 Granted 30,250 10.00 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 January 1, 2017 56,153 10.36 Granted 49,344 10.74 Vested (a) (21,745 ) 10.31 Forfeited (24,747 ) 10.57 Nonvested at December 31, 2017 (b) 59,005 $ 10.61 ___________ (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, 2017 and 2016 was $0.2 million and $0.1 million , respectively. (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 1.8 years at December 31, 2017 . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): Years Ended December 31, 2017 2016 2015 Federal Current $ 2,787 $ 1,830 $ 423 Deferred 248 395 (180 ) 3,035 2,225 243 State and Local Current 880 509 164 Deferred (15 ) (23 ) (335 ) 865 486 (171 ) Total Provision $ 3,900 $ 2,711 $ 72 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes at December 31, 2017 and 2016 consist of the following (in thousands): At December 31, 2017 2016 Deferred Tax Assets Deferred revenue — key money $ 1,880 $ 2,970 Accrued vacation payable and deferred rent 1,274 972 Net operating loss carryforwards 556 1,114 Interest expense limitation 104 — Gift card liability 3 12 Other 437 395 Total deferred income taxes 4,254 5,463 Valuation allowance (3,083 ) (4,102 ) Total deferred tax assets 1,171 1,361 Deferred Tax Liabilities Other (36 ) (5 ) Net Deferred Tax Asset $ 1,135 $ 1,356 |
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): Years Ended December 31, 2017 2016 2015 Pre-tax income (loss) from taxable subsidiaries $ 9,581 $ 4,346 $ (7,172 ) Federal provision at statutory tax rate $ 3,353 $ 1,477 $ (2,438 ) Revaluation of deferred taxes due to Tax Cuts and Jobs Act (a) 1,857 — — (Income) loss not subject to federal tax (1,102 ) (1,194 ) 924 Valuation allowance (1,020 ) 1,969 1,953 State and local taxes, net of federal provision 644 406 (381 ) Other 126 30 2 Non-deductible expenses 42 23 12 Total provision $ 3,900 $ 2,711 $ 72 ___________ (a) The Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, lowered the U.S. corporate income tax rate from 35% to 21%. This amount reflects the net impact of the Tax Cuts and Jobs Act on our domestic TRSs. |
Selected Quarterly Financial 37
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2017 (a) (b) June 30, 2017 (a) (b) September 30, 2017 (a) (b) December 31, 2017 (a) (b) Revenues $ 80,825 $ 88,040 $ 85,407 $ 86,538 Operating expenses (c) 69,277 78,355 79,790 76,575 Net income (loss) 3,799 309 (5,261 ) (3,341 ) (Income) loss attributable to noncontrolling interests (2,761 ) (32 ) 3,776 (1,974 ) Net income (loss) attributable to CWI 2 stockholders $ 1,038 $ 277 $ (1,485 ) $ (5,315 ) Class A common stock Basic and diluted income (loss) per share (a) (d) $ 0.02 $ — $ (0.02 ) $ (0.06 ) Distributions declared per share 0.1713 0.1744 0.1749 0.1749 Class T common stock Basic and diluted income (loss) per share (a) (d) $ 0.01 $ — $ (0.02 ) $ (0.06 ) Distributions declared per share 0.1450 0.1476 0.1480 0.1513 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) (d) $ (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) (d) $ (0.10 ) $ 0.01 $ (0.14 ) $ (0.17 ) Distributions declared per share 0.1264 0.1381 0.1450 0.1450 ___________ (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 2016 and 2017 . (c) Results include a hurricane loss of $3.8 million for the three months ended September 30, 2017. (d) 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) $ in Millions | 38 Months Ended | 43 Months Ended |
Jul. 31, 2017USD ($) | Dec. 31, 2017USD ($)property | |
Business | ||
Capital interest ownership in operating partnership | 99.985% | |
Number of real estate properties | property | 12 | |
Proceeds from issuance initial public offering | $ 851.3 | |
Common Class A | ||
Business | ||
Proceeds from issuance initial public offering | 280.3 | |
Proceeds from follow on offering | $ 12.2 | |
Common Class T | ||
Business | ||
Proceeds from issuance initial public offering | $ 571 | |
Proceeds from follow on offering | $ 22.2 | |
Consolidated Properties | Hotel | ||
Business | ||
Number of real estate properties | property | 10 | |
Unconsolidated Properties | Hotel | ||
Business | ||
Number of real estate properties | property | 2 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Narratives (Details) | 12 Months Ended | |
Dec. 31, 2017viesegment | Dec. 31, 2016vie | |
Summary of Significant Accounting Policies | ||
Variable interest entities, count | 4 | 5 |
Variable interest entities consolidated, count | 3 | 4 |
Number of 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 | Minimum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 4 years | |
Site Improvements | Maximum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 15 years | |
Furniture, Fixtures, and Equipment | Minimum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 1 year | |
Furniture, Fixtures, and Equipment | Maximum | ||
Depreciation and Amortization | ||
Fixed assets useful life | 12 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Variable Interest Entity Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Net investments in hotels | $ 1,379,942 | $ 1,246,412 |
Total assets | 1,641,848 | 1,407,717 |
Liabilities | ||
Non-recourse and limited-recourse debt, net | 831,329 | 571,935 |
Total liabilities | 910,063 | 857,608 |
Variable Interest Entity, Primary Beneficiary | ||
Assets | ||
Net investments in hotels | 579,206 | 657,517 |
Total assets | 617,207 | 706,115 |
Liabilities | ||
Non-recourse and limited-recourse debt, net | 320,304 | 218,843 |
Total liabilities | $ 350,249 | $ 249,637 |
Agreements and Transactions w41
Agreements and Transactions with Related Parties - Narratives (Details) | Oct. 19, 2017USD ($) | Dec. 31, 2017USD ($)investment$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)$ / shares | Apr. 30, 2017$ / shares | Dec. 29, 2016USD ($) | Mar. 31, 2016$ / shares | Jan. 20, 2016USD ($) | Apr. 01, 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 | $ 8,300,000 | $ 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 | $ 13,200,000 | 22,400,000 | 16,500,000 | ||||||
Underwriting compensation limit | 10.00% | ||||||||
Distribution and shareholder servicing fee charged to shareholders equity | $ 9,000,000 | 11,600,000 | 2,500,000 | ||||||
Distribution and servicing fees | 3,600,000 | 2,300,000 | 100,000 | ||||||
Cumulative offering costs incurred though inception | 9,100,000 | ||||||||
Unpaid organization and offering costs | 81,000 | 463,000 | |||||||
Deferred offering costs | 2,800,000 | 5,000,000 | $ 1,100,000 | ||||||
Notes payable, related party | $ 0 | $ 210,033,000 | $ 210,000,000 | $ 20,000,000 | |||||
Revolving Credit Facility | Working Capital Facility | |||||||||
Related Party Transaction | |||||||||
Line of credit | $ 25,000,000 | ||||||||
Revolving Credit Facility | Working Capital Facility | LIBOR | |||||||||
Related Party Transaction | |||||||||
Spread on variable rate | 1.00% | ||||||||
Marriott Sawgrass Golf Resort and Spa | |||||||||
Related Party Transaction | |||||||||
Ownership percentage | 50.00% | ||||||||
Advisor | |||||||||
Related Party Transaction | |||||||||
Common shares, outstanding (shares) | shares | 1,560,648 | ||||||||
Percentage of common stock held by related party | 1.80% | ||||||||
CWI | |||||||||
Related Party Transaction | |||||||||
Number of jointly owned investments | investment | 3 | ||||||||
Invested asset | |||||||||
Related Party Transaction | |||||||||
Percentage of acquisition fees | 2.50% | ||||||||
Contract purchase price | Maximum | |||||||||
Related Party Transaction | |||||||||
Percentage of acquisition fees | 6.00% | ||||||||
Common Class A | |||||||||
Related Party Transaction | |||||||||
Percentage of acquisition fees settled in shares | 50.00% | ||||||||
Percentage of acquisition fees settled in cash | 50.00% | ||||||||
Offering price (usd per share) | $ / shares | $ 10 | ||||||||
Common shares, outstanding (shares) | shares | 29,510,914 | 22,414,128 | |||||||
Common Class A | Carey Financial | |||||||||
Related Party Transaction | |||||||||
Selling commission fee (usd per share) | $ / shares | $ 0.70 | $ 0.84 | $ 0.82 | ||||||
Dealer manager fee (usd per share) | $ / shares | 0.30 | 0.36 | 0.35 | ||||||
Common Class T | |||||||||
Related Party Transaction | |||||||||
Common shares, outstanding (shares) | shares | 57,871,712 | 40,447,362 | |||||||
Common Class T | Carey Financial | |||||||||
Related Party Transaction | |||||||||
Selling commission fee (usd per share) | $ / shares | 0.19 | 0.23 | 0.22 | ||||||
Dealer manager fee (usd per share) | $ / shares | $ 0.26 | $ 0.31 | $ 0.30 | ||||||
Shareholder servicing fee, percentage | 1.00% |
Agreements and Transactions w42
Agreements and Transactions with Related Parties - Related Party Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amounts Included in the Consolidated Statements of Operations | |||
Related party expenses included operating expenses | $ 22,207 | $ 33,857 | $ 12,274 |
Other Transaction Fees Incurred to Our Advisor and Affiliates | |||
Selling commissions and dealer manager fees | 13,199 | 22,264 | 16,643 |
Annual distribution and shareholder servicing fee | 8,439 | 11,553 | 2,478 |
Capitalized acquisition fees for equity method investment (Note 5) | 6,195 | 0 | 1,862 |
Organization and offering costs | 1,453 | 2,959 | 4,561 |
Capitalized loan refinancing fees | 280 | 0 | 0 |
Capitalized refinancing fees for equity method investment | 0 | 125 | 0 |
Transaction Fees Incurred | 29,566 | 36,901 | 25,544 |
Advisor | |||
Amounts Included in the Consolidated Statements of Operations | |||
Asset management fees | 8,670 | 4,372 | 954 |
Available Cash Distributions | 5,078 | 3,325 | 301 |
Acquisition fees | 4,415 | 23,329 | 6,225 |
Personnel and overhead reimbursements | 3,514 | 2,550 | 660 |
Interest expense | 332 | 50 | 723 |
Accretion of interest on annual distribution and shareholder servicing fee | 198 | 231 | 0 |
CWI | |||
Amounts Included in the Consolidated Statements of Operations | |||
Acquisition fees | $ 0 | $ 0 | $ 3,411 |
Agreements and Transactions w43
Agreements and Transactions with Related Parties - Due to Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Jan. 20, 2016 |
Amounts Due to Related Parties and Affiliates | |||||
Asset management fees and other | $ 877 | $ 489 | |||
Reimbursable costs | 768 | 676 | |||
Organization and offering costs | 81 | 463 | |||
Note payable to WPC | 0 | 210,033 | $ 210,000 | $ 20,000 | |
Acquisition fee payable | 0 | 7,243 | |||
Due to related parties and affiliates | 1,726 | 231,258 | |||
Accounts payable, accrued expenses and other liabilities | 66,053 | 47,223 | |||
Adjustments | |||||
Amounts Due to Related Parties and Affiliates | |||||
Due to related parties and affiliates | $ (18,400) | ||||
Accounts payable, accrued expenses and other liabilities | $ 18,400 | ||||
Carey Financial | |||||
Amounts Due to Related Parties and Affiliates | |||||
Due to related parties and affiliates | 0 | 46 | |||
Carey Financial | Distribution and shareholder servicing fee | |||||
Amounts Due to Related Parties and Affiliates | |||||
Due to related parties and affiliates | 0 | 11,919 | |||
CWI | |||||
Amounts Due to Related Parties and Affiliates | |||||
Due to related parties and affiliates | $ 0 | $ 389 |
Net Investments in Hotels - Nar
Net Investments in Hotels - Narratives (Details) | Jun. 01, 2017USD ($)room | Dec. 30, 2016USD ($)room | Aug. 30, 2016USD ($)roomloan | Jan. 22, 2016USD ($)room | Sep. 30, 2017USD ($)room | Dec. 31, 2017USD ($)business | Dec. 31, 2016USD ($)business | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 29, 2016USD ($) | Jul. 21, 2016USD ($)room | Jul. 13, 2016USD ($)room | Jun. 28, 2016USD ($)room | Jan. 20, 2016USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition | |||||||||||||||||
Assets retired | $ 4,000,000 | ||||||||||||||||
Hurricane loss, net of insurance proceeds | $ 3,800,000 | $ 2,699,000 | $ 0 | $ 0 | |||||||||||||
Number of businesses acquired | business | 1 | 6 | |||||||||||||||
Number of rooms | room | 816 | ||||||||||||||||
Cash | $ 68,527,000 | $ 63,245,000 | 51,081,000 | $ 63,245,000 | $ 200,000 | ||||||||||||
Acquisition-related expenses | 6,511,000 | 26,835,000 | 13,133,000 | ||||||||||||||
Notes payable, related party | 0 | 210,033,000 | 210,033,000 | $ 210,000,000 | $ 20,000,000 | ||||||||||||
Construction in progress | 3,108,000 | 15,988,000 | 15,988,000 | ||||||||||||||
Interest cost capitalized | 400,000 | 800,000 | |||||||||||||||
Increase in accrued capital expenditures | 500,000 | 4,400,000 | |||||||||||||||
Asset retirement obligation | 100,000 | 100,000 | 100,000 | ||||||||||||||
Adjustments | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Cash | 4,800,000 | ||||||||||||||||
Charlotte Marriott City Center | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||
Net assets acquired at fair value | $ 168,884,000 | ||||||||||||||||
Number of rooms | room | 446 | ||||||||||||||||
NOI guarantee | $ 4,000,000 | ||||||||||||||||
NOI guarantee annual threshold | 1,500,000 | ||||||||||||||||
Acquisition-related expenses | 5,000,000 | ||||||||||||||||
Acquisition fees paid to the advisor | 4,400,000 | ||||||||||||||||
Debt instrument face amount | $ 103,000,000 | $ 103,000,000 | |||||||||||||||
Seattle Marriott Bellevue | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 95.40% | ||||||||||||||||
Net assets acquired at fair value | $ 175,921,000 | ||||||||||||||||
Number of rooms | room | 384 | ||||||||||||||||
NOI guarantee | $ 4,000,000 | ||||||||||||||||
NOI, term | 4 years | ||||||||||||||||
Acquisition-related expenses | 4,900,000 | $ 400,000 | $ 5,300,000 | ||||||||||||||
Acquisition fees paid to the advisor | 4,700,000 | ||||||||||||||||
Debt instrument face amount | $ 100,000,000 | ||||||||||||||||
Notes payable, related party | $ 20,000,000 | ||||||||||||||||
Seattle Marriott Bellevue | Noncontrolling Interest | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 4.60% | ||||||||||||||||
Le Méridien Arlington | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 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 | ||||||||||||||||
Debt instrument face amount | $ 35,000,000 | ||||||||||||||||
San Jose Marriott | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 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 | ||||||||||||||||
Debt instrument face amount | $ 88,000,000 | ||||||||||||||||
San Diego Marriott La Jolla | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 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 | ||||||||||||||||
Debt instrument face amount | $ 85,000,000 | ||||||||||||||||
Renaissance Atlanta Midtown Hotel | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 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 | ||||||||||||||||
Debt instrument face amount | $ 47,500,000 | ||||||||||||||||
Number of loans acquired | loan | 2 | ||||||||||||||||
Ritz-Carlton San Francisco | |||||||||||||||||
Business Acquisition | |||||||||||||||||
Ownership percentage | 100.00% | ||||||||||||||||
Net assets acquired at fair value | $ 272,207,000 | ||||||||||||||||
Number of rooms | room | 336 | ||||||||||||||||
NOI guarantee | $ 10,000,000 | ||||||||||||||||
NOI, term | 2 years | ||||||||||||||||
Restricted cash | $ 5,200,000 | ||||||||||||||||
Acquisition-related expenses | 7,700,000 | ||||||||||||||||
Acquisition fees paid to the advisor | $ 7,200,000 | ||||||||||||||||
Debt instrument face amount | $ 143,000,000 | ||||||||||||||||
Notes payable, related party | $ 210,000,000 |
Net Investments in Hotels - Pro
Net Investments in Hotels - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Net | ||
Buildings | $ 1,092,315 | $ 969,661 |
Land | 236,078 | 211,278 |
Furniture, fixtures and equipment | 87,664 | 67,541 |
Building and site improvements | 28,865 | 10,279 |
Construction in progress | 3,108 | 15,988 |
Hotels, at cost | 1,448,030 | 1,274,747 |
Less: Accumulated depreciation | (68,088) | (28,335) |
Net investments in hotels | $ 1,379,942 | $ 1,246,412 |
Net Investments in Hotels - Hur
Net Investments in Hotels - Hurricane Related Disruption (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Real Estate [Abstract] | ||||
Write-off of Fixed assets | $ 4,938 | |||
Remediation work performed | 1,476 | |||
Property damage insurance advances received | (8) | |||
Property damage insurance receivables | (3,707) | |||
Hurricane loss, net of insurance proceeds | $ 3,800 | $ 2,699 | $ 0 | $ 0 |
Net Investments in Hotels - Sum
Net Investments in Hotels - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 01, 2017 | Dec. 30, 2016 | Aug. 30, 2016 | Jul. 21, 2016 | Jul. 13, 2016 | Jun. 28, 2016 | Jan. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition | ||||||||||
Cash consideration | $ 168,884 | $ 876,397 | $ 285,829 | |||||||
Charlotte Marriott City Center | ||||||||||
Business Acquisition | ||||||||||
Cash consideration | $ 168,884 | |||||||||
Assets acquired at fair value: | ||||||||||
Building and site improvements | 127,286 | |||||||||
Land | 24,800 | |||||||||
Furniture, fixtures and equipment | 17,380 | |||||||||
Accounts receivable | 541 | |||||||||
Other assets | 368 | |||||||||
Liabilities assumed at fair value: | ||||||||||
Accounts payable, accrued expenses and other liabilities | (1,491) | |||||||||
Net assets acquired at fair value | $ 168,884 | |||||||||
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 |
Net Investments in Hotels - Inc
Net Investments in Hotels - Income From Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Charlotte Marriott City Center | |||||||
Revenue and Earnings from Acquisitions | |||||||
Revenues | $ 22,189 | ||||||
Income from operations before income taxes | $ 5,214 | ||||||
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 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Pro Forma Financial Information | |||
Pro forma total revenues | $ 356,634 | $ 341,679 | $ 87,415 |
Pro forma net income (loss) | 1,391 | 2,035 | (8,487) |
Pro forma income attributable to noncontrolling interests | (991) | (3,577) | (511) |
Pro forma net income (loss) attributable to CWI 2 stockholders | 400 | (1,542) | (8,998) |
Common Class A | |||
Pro Forma Financial Information | |||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 260 | $ (827) | $ (8,998) |
Pro forma income (loss) per share: | |||
Basic and diluted pro forma weighted-average shares outstanding (shares) | 30,442,301 | 52,464,649 | 7,995,127 |
Basic and diluted pro forma income (loss) per share (usd per share) | $ 0.01 | $ (0.02) | $ (1.13) |
Common Class T | |||
Pro Forma Financial Information | |||
Pro forma net income (loss) attributable to CWI 2 stockholders | $ 140 | $ (715) | $ 0 |
Pro forma income (loss) per share: | |||
Basic and diluted pro forma weighted-average shares outstanding (shares) | 54,686,084 | 30,657,538 | 0 |
Basic and diluted pro forma income (loss) per share (usd per share) | $ 0 | $ (0.02) | $ 0 |
Equity Investments in Real Es50
Equity Investments in Real Estate - Narratives (Details) | Sep. 28, 2017USD ($) | Dec. 31, 2017USD ($)roomproperty | Dec. 31, 2016USD ($) | Sep. 30, 2017room | Dec. 31, 2015 | May 29, 2015room |
Equity Method Investments | ||||||
Number of real estate properties | property | 12 | |||||
Non-recourse and limited-recourse debt, net | $ 831,329,000 | $ 571,935,000 | ||||
Write-off of Fixed assets | 4,938,000 | |||||
Remediation work performed | 1,476,000 | |||||
Hurricane loss, net of insurance proceeds | 8,000 | |||||
Number of rooms | room | 816 | |||||
Equity method investment, other than temporary impairment | 0 | 0 | ||||
Aggregate unamortized basis difference on equity investments | 8,000,000 | 1,900,000 | ||||
Amortization of basis differences | $ (100,000) | $ (100,000) | ||||
Common Class A | ||||||
Equity Method Investments | ||||||
Percentage of acquisition fees settled in shares | 50.00% | |||||
Percentage of acquisition fees settled in cash | 50.00% | |||||
Ritz-Carlton Bacara, Santa Barbara Venture | ||||||
Equity Method Investments | ||||||
Investment purchase price | $ 380,000,000 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | ||||||
Equity Method Investments | ||||||
Percentage of ownership in equity investee | 60.00% | 60.00% | ||||
Capitalized acquisition costs | $ 6,900,000 | |||||
Acquisition fees paid to the advisor | $ 6,200,000 | |||||
Number of rooms | room | 358 | |||||
Proceeds from equity method investments | $ 0 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | Common Class A | ||||||
Equity Method Investments | ||||||
Percentage of acquisition fees settled in shares | 50.00% | |||||
Percentage of acquisition fees settled in cash | 50.00% | |||||
Acquisition Fees settled in shares, value | $ 3,100,000 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | Mortgage loan | ||||||
Equity Method Investments | ||||||
Non-recourse and limited-recourse debt, net | $ 175,000,000 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | Mortgage loan | LIBOR | ||||||
Equity Method Investments | ||||||
Spread on variable rate | 2.80% | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | Mezzanine loan | ||||||
Equity Method Investments | ||||||
Non-recourse and limited-recourse debt, net | $ 55,000,000 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | Mezzanine loan | LIBOR | ||||||
Equity Method Investments | ||||||
Spread on variable rate | 5.80% | |||||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | ||||||
Equity Method Investments | ||||||
Percentage of ownership in equity investee | 19.30% | 19.30% | 19.30% | 19.30% | ||
Write-off of Fixed assets | $ 6,300,000 | |||||
Remediation work performed | 1,600,000 | |||||
Estimated insurance recoveries | 4,100,000 | |||||
Hurricane loss, net of insurance proceeds | $ 200,000 | |||||
Number of rooms | room | 458 | |||||
Proceeds from equity method investments | $ 1,300,000 | |||||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | Condo | ||||||
Equity Method Investments | ||||||
Number of rooms | room | 156 | |||||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | Counterparty | ||||||
Equity Method Investments | ||||||
Percentage of ownership in equity investee | 33.30% | |||||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | CWI | ||||||
Equity Method Investments | ||||||
Percentage of ownership in equity investee | 47.40% | |||||
Unconsolidated Properties | CWI | Ritz-Carlton Bacara, Santa Barbara Venture | ||||||
Equity Method Investments | ||||||
Percentage of ownership in equity investee | 40.00% | 40.00% | ||||
Unconsolidated Properties | Hotel | ||||||
Equity Method Investments | ||||||
Number of real estate properties | property | 2 | |||||
Unconsolidated Properties | Hotel | CWI | ||||||
Equity Method Investments | ||||||
Number of real estate properties | property | 1 | |||||
Unconsolidated Properties | Hotel | CWI | Third Party | ||||||
Equity Method Investments | ||||||
Number of real estate properties | property | 1 |
Equity Investments in Real Es51
Equity Investments in Real Estate - Ownership Interest in Equity Investments (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017USD ($)room | Sep. 30, 2017USD ($)room | Sep. 28, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | May 29, 2015USD ($) | |
Equity Method Investments | ||||||
Number of rooms | room | 816 | |||||
Carrying Value | $ 134,738 | $ 134,738 | $ 136,945 | $ 35,712 | ||
Unconsolidated Properties | ||||||
Equity Method Investments | ||||||
Carrying Value | $ 134,738 | |||||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | ||||||
Equity Method Investments | ||||||
Hotel State | FL | |||||
Number of rooms | room | 458 | |||||
Owned | 19.30% | 19.30% | 19.30% | 19.30% | ||
Acquisition Date | May 29, 2015 | |||||
Hotel Type | Resort | |||||
Carrying Value | $ 37,154 | $ 35,712 | $ 37,599 | $ 37,559 | ||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | ||||||
Equity Method Investments | ||||||
Hotel State | CA | |||||
Number of rooms | room | 358 | |||||
Owned | 60.00% | 60.00% | ||||
Acquisition Date | Sep. 28, 2017 | |||||
Hotel Type | Resort | |||||
Carrying Value | $ 97,584 | $ 97,584 | $ 99,386 | $ 0 |
Equity Investments in Real Es52
Equity Investments in Real Estate - Earnings From Unconsolidated Hotel (Details ) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in (losses) earnings of equity method investment in real estate | $ (1,482,000) | $ 3,063,000 | $ 1,846,000 |
Unconsolidated Properties | |||
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in (losses) earnings of equity method investment in real estate | (1,482,000) | ||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | |||
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in (losses) earnings of equity method investment in real estate | (4,235,000) | 0 | 0 |
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | |||
Equity Method Investment, Financial Statement, Reported Amounts | |||
Equity in (losses) earnings of equity method investment in real estate | $ 2,753,000 | $ 3,063,000 | $ 1,846,000 |
Equity Investments in Real Es53
Equity Investments in Real Estate - Summarized Balance Sheet of Equity Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 29, 2015 |
Equity Method Investment, Summarized Financial Information | ||||||
Carrying Value | $ 134,738 | $ 134,738 | $ 136,945 | $ 35,712 | ||
Unconsolidated Properties | ||||||
Equity Method Investment, Summarized Financial Information | ||||||
Real estate, net | 646,943 | |||||
Other assets | 82,461 | |||||
Total assets | 729,404 | |||||
Debt | 416,335 | |||||
Other liabilities | 38,969 | |||||
Total liabilities | 455,304 | |||||
Members’ equity | 274,100 | |||||
Pro-rata equity carrying value | 114,892 | |||||
Basis differential adjustment | 8,026 | |||||
HLBV adjustment | 11,820 | |||||
Carrying Value | 134,738 | |||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | ||||||
Equity Method Investment, Summarized Financial Information | ||||||
Real estate, net | 367,035 | |||||
Other assets | 32,696 | |||||
Total assets | 399,731 | |||||
Debt | 226,636 | |||||
Other liabilities | 20,784 | |||||
Total liabilities | 247,420 | |||||
Members’ equity | $ 152,311 | |||||
Percentage of ownership in equity investee | 60.00% | 60.00% | ||||
Pro-rata equity carrying value | $ 91,387 | |||||
Basis differential adjustment | 6,197 | |||||
HLBV adjustment | 0 | |||||
Carrying Value | 97,584 | $ 97,584 | $ 99,386 | 0 | ||
Unconsolidated Properties | Ritz-Carlton Key Biscayne Venture | ||||||
Equity Method Investment, Summarized Financial Information | ||||||
Real estate, net | 279,908 | 291,015 | $ 279,492 | |||
Other assets | 49,765 | 47,642 | 51,287 | |||
Total assets | 329,673 | 338,657 | 330,779 | |||
Debt | 189,699 | 190,039 | 168,503 | |||
Other liabilities | 18,185 | 20,004 | 15,170 | |||
Total liabilities | 207,884 | 210,043 | 183,673 | |||
Members’ equity | $ 121,789 | $ 128,614 | $ 147,106 | |||
Percentage of ownership in equity investee | 19.30% | 19.30% | 19.30% | 19.30% | ||
Pro-rata equity carrying value | $ 23,505 | $ 24,823 | $ 28,391 | |||
Basis differential adjustment | 1,829 | 1,901 | 1,834 | |||
HLBV adjustment | 11,820 | 8,988 | 7,374 | |||
Carrying Value | $ 37,154 | $ 35,712 | $ 37,599 | $ 37,559 |
Equity Investments in Real Es54
Equity Investments in Real Estate - Summarized Income Statement of Equity Investments (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 28, 2017 | May 29, 2015 | |
Equity Method Investment, Summarized Financial Information, Income Statement | |||||
Equity in (losses) earnings of equity method investment in real estate | $ (1,482,000) | $ 3,063,000 | $ 1,846,000 | ||
Unconsolidated Properties | |||||
Equity Method Investment, Summarized Financial Information, Income Statement | |||||
Revenues | 99,800,000 | ||||
Hotel operating expenses | 95,423,000 | ||||
Other operating expenses | 59,000 | ||||
Other income and (expenses) | (14,395,000) | ||||
Provision for income taxes | 1,121,000 | ||||
Net loss attributable to equity method investment | (8,956,000) | ||||
Pro-rata equity in losses of equity method investments in real estate | (4,601,000) | ||||
Basis differential adjustment | (71,000) | ||||
HLBV adjustment | 3,190,000 | ||||
Equity in (losses) earnings of equity method investment in real estate | (1,482,000) | ||||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | |||||
Equity Method Investment, Summarized Financial Information, Income Statement | |||||
Revenues | 15,269,000 | ||||
Hotel operating expenses | 18,906,000 | ||||
Other operating expenses | 52,000 | ||||
Other income and (expenses) | (3,161,000) | ||||
Provision for income taxes | (208,000) | ||||
Net loss attributable to equity method investment | $ (7,058,000) | ||||
Percentage of ownership in equity investee | 60.00% | 60.00% | |||
Pro-rata equity in losses of equity method investments in real estate | $ (4,235,000) | ||||
Basis differential adjustment | 0 | ||||
HLBV adjustment | 0 | ||||
Equity in (losses) earnings of equity method investment in real estate | (4,235,000) | 0 | 0 | ||
Unconsolidated Properties | Key Biscayne Venture [Member] | |||||
Equity Method Investment, Summarized Financial Information, Income Statement | |||||
Revenues | 84,531,000 | 80,882,000 | 44,079,000 | ||
Hotel operating expenses | 76,517,000 | 72,801,000 | 42,635,000 | ||
Other operating expenses | 7,000 | 110,000 | 2,018,000 | ||
Other income and (expenses) | (11,234,000) | (8,154,000) | (4,232,000) | ||
Provision for income taxes | 1,329,000 | (329,000) | (484,000) | ||
Net loss attributable to equity method investment | $ (1,898,000) | $ (512,000) | $ (5,290,000) | ||
Percentage of ownership in equity investee | 19.30% | 19.30% | 19.30% | 19.30% | |
Pro-rata equity in losses of equity method investments in real estate | $ (366,000) | $ (99,000) | $ (1,021,000) | ||
Basis differential adjustment | (71,000) | (58,000) | (28,000) | ||
HLBV adjustment | 3,190,000 | 3,220,000 | 2,895,000 | ||
Equity in (losses) earnings of equity method investment in real estate | $ 2,753,000 | $ 3,063,000 | $ 1,846,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) - Level 3 - Non Recourse Debt - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Reported Value | ||
Debt Instrument, Fair Value Disclosure | ||
Non recourse debt | $ 831.3 | $ 571.9 |
Fair Value | ||
Debt Instrument, Fair Value Disclosure | ||
Non recourse debt | $ 831.7 | $ 570.8 |
Risk Management and Use of De56
Risk Management and Use of Derivative Financial Instruments - Narratives (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative | |||
Collateral posted | $ 0 | $ 0 | |
Interest expense | 35,824,000 | 17,605,000 | $ 4,368,000 |
Estimated amount of derivative income to be classified from OCI to income | 500,000 | ||
Maximum credit exposure | 1,500,000 | ||
Derivatives in net liability position | 0 | 0 | |
Single counterparty | |||
Derivative | |||
Maximum credit exposure | 1,500,000 | ||
AOCI Including Portion Attributable to Noncontrolling Interest | |||
Derivative | |||
Other comprehensive income (loss) before reclassifications | 265,000 | 271,000 | (104,000) |
Noncontrolling Interest | |||
Derivative | |||
Estimated amount of derivative income to be classified from OCI to income | 100,000 | ||
Reclassification out of Accumulated Other Comprehensive Income | AOCI Including Portion Attributable to Noncontrolling Interest | |||
Derivative | |||
Interest expense | $ 219,000 | $ 718,000 | $ 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, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value | ||
Asset derivative at fair value | $ 1,516 | $ 1,095 |
Other assets | Interest rate swap | ||
Derivatives, Fair Value | ||
Asset derivative at fair value | 1,480 | 816 |
Other assets | Interest rate cap | ||
Derivatives, Fair Value | ||
Asset derivative at fair value | $ 36 | $ 279 |
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, 2017USD ($)instrument |
Derivative | |
Fair Value | $ 1,516 |
Interest rate swap | |
Derivative | |
Number of Instruments | instrument | 1 |
Notional Amount | $ 100,000 |
Fair Value | $ 1,480 |
Interest rate caps | |
Derivative | |
Number of Instruments | instrument | 6 |
Notional Amount | $ 289,860 |
Fair Value | $ 36 |
Debt - Narratives (Details)
Debt - Narratives (Details) | Aug. 30, 2016USD ($) | Jul. 21, 2016USD ($) | Jul. 13, 2016USD ($) | Jun. 28, 2016USD ($) | Jan. 22, 2016USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)extension | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 01, 2017USD ($) | Dec. 29, 2016USD ($) | Jan. 20, 2016USD ($) |
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 831,329,000 | $ 571,935,000 | |||||||||||||
Notes payable, related party | 0 | 210,033,000 | $ 210,000,000 | $ 20,000,000 | |||||||||||
Deferred financing costs | 4,071,000 | ||||||||||||||
Repayments of secured debt | 42,000,000 | 0 | $ 0 | ||||||||||||
Loss on extinguishment of debt | $ 256,000 | 0 | $ 0 | ||||||||||||
Renaissance Atlanta Midtown Hotel | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 47,500,000 | ||||||||||||||
Maturity date | Aug. 30, 2019 | ||||||||||||||
Deferred financing costs | $ 1,000,000 | ||||||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | 34,000,000 | ||||||||||||||
Debt instrument face amount | $ 34,000,000 | ||||||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan | LIBOR | |||||||||||||||
Business Acquisition | |||||||||||||||
Spread on variable rate | 3.00% | ||||||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan Two | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 13,500,000 | ||||||||||||||
Debt instrument face amount | $ 13,500,000 | ||||||||||||||
Renaissance Atlanta Midtown Hotel | Non Recourse Loan Two | LIBOR | |||||||||||||||
Business Acquisition | |||||||||||||||
Spread on variable rate | 10.00% | ||||||||||||||
Seattle Marriott Bellevue | |||||||||||||||
Business Acquisition | |||||||||||||||
Limited recourse debt | $ 15,000,000 | ||||||||||||||
Notes payable, related party | 20,000,000 | ||||||||||||||
Debt instrument face amount | $ 100,000,000 | ||||||||||||||
Maturity date | Jan. 22, 2020 | ||||||||||||||
Deferred financing costs | $ 1,100,000 | ||||||||||||||
Effective interest rate | 3.90% | ||||||||||||||
Seattle Marriott Bellevue | LIBOR | |||||||||||||||
Business Acquisition | |||||||||||||||
Spread on variable rate | 2.70% | ||||||||||||||
Charlotte Marriott City Center | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 103,000,000 | $ 103,000,000 | |||||||||||||
Debt instrument stated interest rate | 4.50% | ||||||||||||||
Maturity date | Jun. 1, 2022 | ||||||||||||||
Deferred financing costs | $ 700,000 | ||||||||||||||
Le Méridien Arlington | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 35,000,000 | ||||||||||||||
Maturity date | Jun. 28, 2020 | ||||||||||||||
Deferred financing costs | $ 600,000 | ||||||||||||||
Le Méridien Arlington | LIBOR | |||||||||||||||
Business Acquisition | |||||||||||||||
Spread on variable rate | 2.80% | ||||||||||||||
San Jose Marriott | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 88,000,000 | ||||||||||||||
Maturity date | Jul. 12, 2019 | ||||||||||||||
Deferred financing costs | $ 700,000 | ||||||||||||||
San Jose Marriott | LIBOR | |||||||||||||||
Business Acquisition | |||||||||||||||
Spread on variable rate | 2.80% | ||||||||||||||
San Diego Marriott La Jolla | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 85,000,000 | ||||||||||||||
Debt instrument stated interest rate | 4.10% | ||||||||||||||
Maturity date | Aug. 1, 2023 | ||||||||||||||
Deferred financing costs | $ 200,000 | ||||||||||||||
Marriott Sawgrass Golf Resort and Spa | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | 78,000,000 | ||||||||||||||
Proceeds issuance of debt | 11,300,000 | ||||||||||||||
Renaissance Atlanta Midtown Hotel | |||||||||||||||
Business Acquisition | |||||||||||||||
Number of extension options | extension | 2 | ||||||||||||||
Option, term | 1 year | ||||||||||||||
Non-recourse and limited-recourse debt, net | $ 46,945,000 | 46,611,000 | |||||||||||||
Maturity date | Aug. 31, 2019 | ||||||||||||||
Seattle Marriott Bellevue | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 99,453,000 | 99,188,000 | |||||||||||||
Maturity date | Jan. 31, 2020 | ||||||||||||||
Effective interest rate | 3.88% | ||||||||||||||
Charlotte Marriott City Center | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 102,338,000 | 0 | $ 103,000,000 | ||||||||||||
Cash | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Maturity date | Jun. 30, 2022 | ||||||||||||||
Effective interest rate | 4.53% | ||||||||||||||
Ritz-Carlton San Francisco | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 142,851,000 | 0 | |||||||||||||
Debt instrument face amount | $ 143,000,000 | ||||||||||||||
Debt instrument stated interest rate | 4.60% | ||||||||||||||
Maturity date | Feb. 1, 2022 | Feb. 1, 2022 | |||||||||||||
Deferred financing costs | $ 200,000 | ||||||||||||||
Effective interest rate | 4.59% | ||||||||||||||
Courtyard Nashville Downtown | |||||||||||||||
Business Acquisition | |||||||||||||||
Non-recourse and limited-recourse debt, net | $ 54,820,000 | 41,656,000 | |||||||||||||
Maturity date | Sep. 30, 2022 | ||||||||||||||
Effective interest rate | 4.15% | ||||||||||||||
Courtyard Nashville Downtown | Debt Refinanced | |||||||||||||||
Business Acquisition | |||||||||||||||
Debt instrument face amount | $ 55,900,000 | $ 55,900,000 | |||||||||||||
Debt instrument stated interest rate | 4.20% | 4.20% | |||||||||||||
Repayments of secured debt | $ 42,000,000 | ||||||||||||||
Debt instrument, term | 5 years | ||||||||||||||
Loss on extinguishment of debt | $ 300,000 | ||||||||||||||
Maximum | Renaissance Atlanta Midtown Hotel | |||||||||||||||
Business Acquisition | |||||||||||||||
Effective interest rate | 11.38% | ||||||||||||||
Maximum | Seattle Marriott Bellevue | |||||||||||||||
Business Acquisition | |||||||||||||||
Limited recourse debt | $ 15,000,000 |
Debt - Summary of Non-recourse
Debt - Summary of Non-recourse and Limited-recourse Debt on Consolidated Hotels (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2017 | Jun. 01, 2017 | Dec. 31, 2016 | |
Hotel Details | ||||
Non-recourse and limited-recourse debt, net | $ 831,329 | $ 571,935 | ||
San Jose Marriott | ||||
Hotel Details | ||||
Interest Rate | 4.14% | |||
Rate Type | Variable | |||
Non-recourse and limited-recourse debt, net | $ 87,655 | 87,429 | ||
Maturity date | Jul. 31, 2019 | |||
Renaissance Atlanta Midtown Hotel | ||||
Hotel Details | ||||
Rate Type | Variable | |||
Non-recourse and limited-recourse debt, net | $ 46,945 | 46,611 | ||
Maturity date | Aug. 31, 2019 | |||
Renaissance Atlanta Midtown Hotel | Minimum | ||||
Hotel Details | ||||
Interest Rate | 4.38% | |||
Renaissance Atlanta Midtown Hotel | Maximum | ||||
Hotel Details | ||||
Interest Rate | 11.38% | |||
Marriott Sawgrass Golf Resort and Spa | ||||
Hotel Details | ||||
Interest Rate | 5.21% | |||
Rate Type | Variable | |||
Non-recourse and limited-recourse debt, net | $ 78,000 | 78,000 | ||
Maturity date | Nov. 30, 2019 | |||
Seattle Marriott Bellevue | ||||
Hotel Details | ||||
Interest Rate | 3.88% | |||
Rate Type | Variable | |||
Non-recourse and limited-recourse debt, net | $ 99,453 | 99,188 | ||
Maturity date | Jan. 31, 2020 | |||
Le Méridien Arlington | ||||
Hotel Details | ||||
Interest Rate | 4.14% | |||
Rate Type | Variable | |||
Non-recourse and limited-recourse debt, net | $ 34,645 | 34,502 | ||
Maturity date | Jun. 30, 2020 | |||
Ritz-Carlton San Francisco | ||||
Hotel Details | ||||
Interest Rate | 4.59% | |||
Rate Type | Fixed | |||
Non-recourse and limited-recourse debt, net | $ 142,851 | 0 | ||
Maturity date | Feb. 1, 2022 | Feb. 1, 2022 | ||
Charlotte Marriott City Center | ||||
Hotel Details | ||||
Interest Rate | 4.53% | |||
Rate Type | Fixed | |||
Non-recourse and limited-recourse debt, net | $ 102,338 | $ 103,000 | 0 | |
Maturity date | Jun. 30, 2022 | |||
Courtyard Nashville Downtown | ||||
Hotel Details | ||||
Interest Rate | 4.15% | |||
Rate Type | Fixed | |||
Non-recourse and limited-recourse debt, net | $ 54,820 | 41,656 | ||
Maturity date | Sep. 30, 2022 | |||
Embassy Suites by Hilton Denver-Downtown/Convention Center | ||||
Hotel Details | ||||
Interest Rate | 3.90% | |||
Rate Type | Fixed | |||
Non-recourse and limited-recourse debt, net | $ 99,772 | 99,725 | ||
Maturity date | Dec. 31, 2022 | |||
San Diego Marriott La Jolla | ||||
Hotel Details | ||||
Interest Rate | 4.13% | |||
Rate Type | Fixed | |||
Non-recourse and limited-recourse debt, net | $ 84,850 | $ 84,824 | ||
Maturity date | Aug. 31, 2023 |
Debt - Scheduled Debt Principal
Debt - Scheduled Debt Principal Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Debt | ||
2,018 | $ 0 | |
2,019 | 218,395 | |
2,020 | 137,056 | |
2,021 | 4,498 | |
2,022 | 395,710 | |
Thereafter through 2023 | 79,741 | |
Total principal payments | 835,400 | |
Unamortized deferred financing costs | (4,071) | |
Total | $ 831,329 | $ 571,935 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019property | Dec. 31, 2018property | Dec. 31, 2017USD ($)propertyagreement | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Loss Contingencies | ||||||
Cumulative offering costs incurred though inception | $ 9,100 | |||||
Unpaid organization and offering costs | 81 | $ 463 | ||||
Franchise costs | $ 6,200 | 4,500 | $ 200 | |||
Number of properties under renovation | property | 4 | |||||
Unrestricted cash | $ 68,527 | 63,245 | $ 51,081 | $ 200 | ||
Restricted cash | 29,582 | 36,548 | ||||
Renovations | ||||||
Loss Contingencies | ||||||
Unrestricted cash | 2,000 | 6,200 | ||||
Furniture, fixtures, and equipment | ||||||
Loss Contingencies | ||||||
Restricted cash | $ 16,500 | $ 14,300 | ||||
Food and Beverage Revenue | ||||||
Loss Contingencies | ||||||
License and royalty fees, percentage | 3.00% | |||||
Forecasted | ||||||
Loss Contingencies | ||||||
Number of completed construction projects | property | 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 FF&E percentages for future capital expenditures | 3.00% | |||||
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 FF&E percentages for future capital expenditures | 5.00% | |||||
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, 2017 | Dec. 31, 2016 |
Funding Commitment | ||
Capital commitments | $ 20,135 | $ 48,327 |
Less: paid | (6,840) | (22,981) |
Unpaid commitments | 13,295 | 25,346 |
Less: amounts in restricted cash designated for renovations | (11,282) | (17,582) |
Unfunded commitments | $ 2,013 | $ 7,764 |
Loss Per Share and Equity - Nar
Loss Per Share and Equity - Narratives (Details) - USD ($) | Mar. 30, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Distributions Per Share | ||||||
Purchase of membership interest from noncontrolling interest | $ 3,524,000 | |||||
Distribution date | Jan. 16, 2018 | |||||
Distributions payable | $ 10,955,000 | $ 7,192,000 | ||||
Proceeds from issuance of shares, net of offering costs | $ 900,000 | $ 2,800,000 | 238,583,000 | 354,684,000 | $ 224,019,000 | |
Additional Paid-In Capital | ||||||
Distributions Per Share | ||||||
Purchase of membership interest from noncontrolling interest | 3,524,000 | |||||
Courtyard Nashville Downtown | ||||||
Distributions Per Share | ||||||
Capital contributions to equity investments in real estate | $ 3,500,000 | |||||
Common Class A | ||||||
Distributions Per Share | ||||||
Interest expense incurred from shareholder servicing fee | $ 300,000 | $ 200,000 | $ 0 |
Loss Per Share and Equity - Sum
Loss Per Share and Equity - Summary of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock | |||||||||||
Allocation of Loss | $ (5,315) | $ (1,485) | $ 277 | $ 1,038 | $ (10,362) | $ (7,416) | $ 452 | $ (3,701) | $ (5,485) | $ (21,027) | $ (12,534) |
Common Class A | |||||||||||
Class of Stock | |||||||||||
Basic and Diluted Weighted-Average Shares Outstanding (shares) | 27,825,037 | 18,936,251 | 3,002,158 | ||||||||
Allocation of Loss | $ (1,740) | $ (7,940) | $ (5,136) | ||||||||
Basic and Diluted Loss Per Share (usd per share) | $ (0.06) | $ (0.02) | $ 0 | $ 0.02 | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.06) | $ (0.42) | $ (1.71) |
Common Class T | |||||||||||
Class of Stock | |||||||||||
Basic and Diluted Weighted-Average Shares Outstanding (shares) | 54,686,084 | 30,657,538 | 4,324,054 | ||||||||
Allocation of Loss | $ (3,745) | $ (13,087) | $ (7,398) | ||||||||
Basic and Diluted Loss Per Share (usd per share) | $ (0.06) | $ (0.02) | $ 0 | $ 0.01 | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.07) | $ (0.43) | $ (1.71) |
Loss Per Share and Equity - Rec
Loss Per Share and Equity - Reclassifications of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation Of Accumulated Comprehensive Income | |||
Beginning balance, value | $ 550,109 | $ 246,192 | $ 92 |
Interest expense | 35,824 | 17,605 | 4,368 |
Ending balance, value | 731,785 | 550,109 | 246,192 |
Accumulated Other Comprehensive Income (Loss) | |||
Reconciliation Of Accumulated Comprehensive Income | |||
Beginning balance, value | 896 | (94) | 0 |
Ending balance, value | 1,373 | 896 | (94) |
AOCI Including Portion Attributable to Noncontrolling Interest | |||
Reconciliation Of Accumulated Comprehensive Income | |||
Other comprehensive income (loss) before reclassifications | 265 | 271 | (104) |
Total | 219 | 718 | 0 |
Net current period other comprehensive income (loss) | 484 | 989 | (104) |
AOCI Including Portion Attributable to Noncontrolling Interest | Reclassification out of Accumulated Other Comprehensive Income | |||
Reconciliation Of Accumulated Comprehensive Income | |||
Interest expense | 219 | 718 | 0 |
AOCI Attributable to Noncontrolling Interest | |||
Reconciliation Of Accumulated Comprehensive Income | |||
Net current period other comprehensive (income) loss attributable to noncontrolling interests | $ (7) | $ 1 | $ 10 |
Loss Per Share and Equity - Dis
Loss Per Share and Equity - Distributions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Class A | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | $ 0.5578 | $ 0.5262 | $ 0.1896 |
Common Class A | Ordinary income | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | 0.2037 | 0.2253 | 0.1896 |
Common Class A | Return of capital | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | 0.3541 | 0.3009 | 0 |
Common Class T | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | 0.4515 | 0.4292 | 0.1559 |
Common Class T | Ordinary income | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | 0.1649 | 0.1837 | 0.1559 |
Common Class T | Return of capital | |||
Distributions Per Share | |||
Total distributions paid (usd per share) | $ 0.2866 | $ 0.2455 | $ 0 |
Loss Per Share and Equity - D68
Loss Per Share and Equity - Distribution Declared (Details) - $ / shares | 3 Months Ended | |||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |
Common Class A | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | $ 0.1749 | $ 0.1749 | $ 0.1744 | $ 0.1713 | $ 0.1713 | $ 0.1713 | $ 0.1644 | $ 0.1500 |
Common Class T | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | 0.1513 | $ 0.1480 | $ 0.1476 | $ 0.1450 | $ 0.1450 | $ 0.1450 | $ 0.1381 | $ 0.1264 |
Cash | Common Class A | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | 0.1410 | |||||||
Cash | Common Class T | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | 0.1174 | |||||||
Shares | Common Class A | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | 0.0339 | |||||||
Shares | Common Class T | ||||||||
Class of Stock | ||||||||
Distributions declared per share (usd per share) | $ 0.0339 |
Share-Based Payments - Narrativ
Share-Based Payments - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share-based compensation | $ 0.4 | $ 0.3 | $ 0.2 |
Director | Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 15,384 | 10,000 | 12,500 |
Shares issued (usd per share) | $ 10.74 | $ 10.53 | $ 10 |
RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Vesting period | 3 years | ||
Fair value of vested stock | $ 0.2 | $ 0.1 | |
Granted (shares) | 49,344 | 42,260 | 30,250 |
Shares issued (usd per share) | $ 10.74 | $ 10.53 | $ 10 |
RSU | Subadvisors | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted-average remaining contractual term | 1 year 9 months 11 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 | 1,909,167 |
Share-Based Payments - Summary
Share-Based Payments - Summary of the RSU (Details) - RSU Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | 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 (shares) | 56,153 | 30,250 | 0 |
Granted (shares) | 49,344 | 42,260 | 30,250 |
Vested (shares) | (21,745) | (10,083) | |
Forfeited (shares) | (24,747) | (6,274) | |
Ending balance (shares) | 59,005 | 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 (usd per share) | $ 10.36 | $ 10 | $ 10 |
Shares granted, weighted average grant date fair value (usd per share) | 10.74 | 10.53 | 10 |
Shares vested, weighted average grant date fair value (usd per share) | 10.31 | 10 | |
Shares forfeited, weighted average grant date fair value (usd per share) | 10.57 | 10.36 | |
Ending Balance, weighted average grant date fair value (usd per share) | $ 10.61 | $ 10.36 | $ 10 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency | ||
Valuation allowance | $ 3,083,000 | $ 4,102,000 |
Net deferred tax asset | 1,135,000 | 1,356,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Maximum | ||
Income Tax Contingency | ||
Open tax years | 2,014 | |
Minimum | ||
Income Tax Contingency | ||
Open tax years | 2,016 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | |||
Current | $ 2,787 | $ 1,830 | $ 423 |
Deferred | 248 | 395 | (180) |
Total | 3,035 | 2,225 | 243 |
State and Local | |||
Current | 880 | 509 | 164 |
Deferred | (15) | (23) | (335) |
Total | 865 | 486 | (171) |
Total Provision | $ 3,900 | $ 2,711 | $ 72 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Assets | ||
Deferred revenue — key money | $ 1,880 | $ 2,970 |
Accrued vacation payable and deferred rent | 1,274 | 972 |
Net operating loss carryforwards | 556 | 1,114 |
Interest expense limitation | 104 | 0 |
Gift card liability | 3 | 12 |
Other | 437 | 395 |
Total deferred income taxes | 4,254 | 5,463 |
Valuation allowance | (3,083) | (4,102) |
Total deferred tax assets | 1,171 | 1,361 |
Deferred Tax Liabilities | ||
Other | (36) | (5) |
Net Deferred Tax Asset | $ 1,135 | $ 1,356 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Pre-tax income (loss) from taxable subsidiaries | $ 9,581 | $ 4,346 | $ (7,172) |
Federal provision at statutory tax rate | 3,353 | 1,477 | (2,438) |
Revaluation of deferred taxes due to Tax Cuts and Jobs Act | 1,857 | 0 | 0 |
(Income) loss not subject to federal tax | (1,102) | (1,194) | 924 |
Valuation allowance | (1,020) | 1,969 | 1,953 |
State and local taxes, net of federal provision | 644 | 406 | (381) |
Other | 126 | 30 | 2 |
Non-deductible expenses | 42 | 23 | 12 |
Total Provision | $ 3,900 | $ 2,711 | $ 72 |
Selected Quarterly Financial 75
Selected Quarterly Financial Data (Unaudited) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Hurricane loss, net of insurance proceeds | $ 3,800 | $ 2,699 | $ 0 | $ 0 |
Selected Quarterly Financial 76
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Financial Data | |||||||||||
Revenues | $ 86,538 | $ 85,407 | $ 88,040 | $ 80,825 | $ 55,424 | $ 54,363 | $ 36,961 | $ 30,852 | $ 340,810 | $ 177,600 | $ 49,085 |
Operating expenses | 76,575 | 79,790 | 78,355 | 69,277 | 59,413 | 55,867 | 31,793 | 30,759 | |||
Net (loss) income | (3,341) | (5,261) | 309 | 3,799 | (9,941) | (7,447) | 1,984 | (2,046) | (4,494) | (17,450) | (12,063) |
(Income) loss attributable to noncontrolling interests | (1,974) | 3,776 | (32) | (2,761) | (421) | 31 | (1,532) | (1,655) | (991) | (3,577) | (471) |
Net Loss Attributable to CWI 2 Stockholders | $ (5,315) | $ (1,485) | $ 277 | $ 1,038 | $ (10,362) | $ (7,416) | $ 452 | $ (3,701) | (5,485) | (21,027) | (12,534) |
Common Class A | |||||||||||
Selected Quarterly Financial Data | |||||||||||
Net Loss Attributable to CWI 2 Stockholders | $ (1,740) | $ (7,940) | $ (5,136) | ||||||||
Basic and diluted income (loss) (usd per share) | $ (0.06) | $ (0.02) | $ 0 | $ 0.02 | $ (0.17) | $ (0.14) | $ 0.01 | $ (0.10) | $ (0.06) | $ (0.42) | $ (1.71) |
Distributions declared per share (usd per share) | 0.1749 | 0.1749 | 0.1744 | 0.1713 | 0.1713 | 0.1713 | 0.1644 | 0.1500 | |||
Common Class T | |||||||||||
Selected Quarterly Financial Data | |||||||||||
Net Loss Attributable to CWI 2 Stockholders | $ (3,745) | $ (13,087) | $ (7,398) | ||||||||
Basic and diluted income (loss) (usd per share) | (0.06) | (0.02) | 0 | 0.01 | (0.17) | (0.14) | 0.01 | (0.10) | $ (0.07) | $ (0.43) | $ (1.71) |
Distributions declared per share (usd per share) | $ 0.1513 | $ 0.1480 | $ 0.1476 | $ 0.1450 | $ 0.1450 | $ 0.1450 | $ 0.1381 | $ 0.1264 |
Schedule II - Valuation and Q77
Schedule II - Valuation and Qualifying Accounts (Details) - Valuation reserve for deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves | |||
Balance at Beginning of Year | $ 4,102 | $ 1,953 | $ 0 |
Other Additions | 0 | 2,149 | 1,953 |
Deductions | (1,019) | 0 | 0 |
Balance at End of Year | $ 3,083 | $ 4,102 | $ 1,953 |
Schedule III - Real Estate an78
Schedule III - Real Estate and Accumulated Depreciation - Narratives (Details) $ in Billions | Dec. 31, 2017USD ($) |
SEC Schedule III, Real Estate and Accumulated Depreciation, Other Required Disclosures | |
Federal income tax basis | $ 1.5 |
Schedule III - Real Estate an79
Schedule III - Real Estate and Accumulated Depreciation - Properties (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
SEC Schedule III, Real Estate and Accumulated Depreciation | ||||
Encumbrances | $ 831,329 | |||
Initial Cost to Company | ||||
Land | 236,078 | |||
Buildings | 1,097,373 | |||
Costs Capitalized Subsequent to Acquisition | 28,351 | |||
(Decrease) Increase In Net Investments | (4,544) | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 236,078 | |||
Buildings | 1,121,180 | |||
Total | 1,357,258 | $ 1,191,218 | $ 343,067 | $ 0 |
Accumulated Depreciation | 47,221 | $ 18,506 | $ 3,216 | $ 0 |
Marriott Sawgrass Golf Resort & Spa | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation | ||||
Encumbrances | 78,000 | |||
Initial Cost to Company | ||||
Land | 26,400 | |||
Buildings | 93,551 | |||
Costs Capitalized Subsequent to Acquisition | 20,311 | |||
(Decrease) Increase In Net Investments | (4,633) | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 26,400 | |||
Buildings | 109,229 | |||
Total | 135,629 | |||
Accumulated Depreciation | $ 8,598 | |||
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 | ||||
Encumbrances | $ 54,820 | |||
Initial Cost to Company | ||||
Land | 8,500 | |||
Buildings | 47,443 | |||
Costs Capitalized Subsequent to Acquisition | 1,992 | |||
(Decrease) Increase In Net Investments | 51 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,500 | |||
Buildings | 49,486 | |||
Total | 57,986 | |||
Accumulated Depreciation | $ 3,442 | |||
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 | ||||
Encumbrances | $ 99,772 | |||
Initial Cost to Company | ||||
Land | 13,000 | |||
Buildings | 153,358 | |||
Costs Capitalized Subsequent to Acquisition | 2,761 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 13,000 | |||
Buildings | 156,119 | |||
Total | 169,119 | |||
Accumulated Depreciation | $ 8,496 | |||
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 | ||||
Encumbrances | $ 99,453 | |||
Initial Cost to Company | ||||
Land | 19,500 | |||
Buildings | 149,111 | |||
Costs Capitalized Subsequent to Acquisition | 62 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 19,500 | |||
Buildings | 149,173 | |||
Total | 168,673 | |||
Accumulated Depreciation | $ 7,248 | |||
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 | ||||
Encumbrances | $ 34,645 | |||
Initial Cost to Company | ||||
Land | 8,900 | |||
Buildings | 43,191 | |||
Costs Capitalized Subsequent to Acquisition | 1,400 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,900 | |||
Buildings | 44,591 | |||
Total | 53,491 | |||
Accumulated Depreciation | $ 1,842 | |||
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 | ||||
Encumbrances | $ 87,655 | |||
Initial Cost to Company | ||||
Land | 7,509 | |||
Buildings | 138,319 | |||
Costs Capitalized Subsequent to Acquisition | 570 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 7,509 | |||
Buildings | 138,889 | |||
Total | 146,398 | |||
Accumulated Depreciation | $ 5,127 | |||
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 | ||||
Encumbrances | $ 84,850 | |||
Initial Cost to Company | ||||
Land | 20,264 | |||
Buildings | 110,300 | |||
Costs Capitalized Subsequent to Acquisition | 202 | |||
(Decrease) Increase In Net Investments | 38 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 20,264 | |||
Buildings | 110,540 | |||
Total | 130,804 | |||
Accumulated Depreciation | $ 4,121 | |||
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 | ||||
Encumbrances | $ 46,945 | |||
Initial Cost to Company | ||||
Land | 8,600 | |||
Buildings | 64,441 | |||
Costs Capitalized Subsequent to Acquisition | 40 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 8,600 | |||
Buildings | 64,481 | |||
Total | 73,081 | |||
Accumulated Depreciation | $ 2,169 | |||
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 | ||||
Encumbrances | $ 142,851 | |||
Initial Cost to Company | ||||
Land | 98,605 | |||
Buildings | 170,372 | |||
Costs Capitalized Subsequent to Acquisition | 970 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 98,605 | |||
Buildings | 171,342 | |||
Total | 269,947 | |||
Accumulated Depreciation | $ 4,310 | |||
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 | |||
Charlotte Marriott City Center | ||||
SEC Schedule III, Real Estate and Accumulated Depreciation | ||||
Encumbrances | $ 102,338 | |||
Initial Cost to Company | ||||
Land | 24,800 | |||
Buildings | 127,287 | |||
Costs Capitalized Subsequent to Acquisition | 43 | |||
(Decrease) Increase In Net Investments | 0 | |||
Gross Amount at which Carried at Close of Period | ||||
Land | 24,800 | |||
Buildings | 127,330 | |||
Total | 152,130 | |||
Accumulated Depreciation | $ 1,868 | |||
Charlotte Marriott City Center | Minimum | ||||
Gross Amount at which Carried at Close of Period | ||||
Life on which Depreciation in Latest Statement of Income is Computed | 4 years | |||
Charlotte Marriott City Center | 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 an80
Schedule III - Real Estate and Accumulated Depreciation - Accumulated Depreciation Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
SEC Schedule III, Reconciliation of Carrying Amount of Real Estate Investments | |||
Beginning balance | $ 1,191,218 | $ 343,067 | $ 0 |
Additions | 152,086 | 839,201 | 342,252 |
Improvements | 18,587 | 8,950 | 815 |
Write-off of assets damaged by hurricane (Note 4) | (4,633) | 0 | 0 |
Ending balance | 1,357,258 | 1,191,218 | 343,067 |
SEC Schedule III, Reconciliation of Real Estate Accumulated Depreciation | |||
Beginning balance | 18,506 | 3,216 | 0 |
Depreciation expense | 28,715 | 15,290 | 3,216 |
Ending balance | $ 47,221 | $ 18,506 | $ 3,216 |