Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified |
9 Months Ended | ||
---|---|---|---|
Sep. 10, 2010
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Oct. 19, 2010
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Jun. 19, 2009
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Document and Entity Information [Abstract] | |||
Entity Registrant Name | DiamondRock Hospitality Co | ||
Entity Central Index Key | 0001298946 | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 10, 2010 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2010 | ||
Document Fiscal Period Focus | Q3 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 697.7 | ||
Entity Common Stock, Shares Outstanding | 154,570,543 |
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If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements this will be the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type should be limited to the same value as the supporting SEC submission type. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, NCSR, N-Q, and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Definition
Due from managers. No definition available.
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- Definition
Due to managers. No definition available.
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- Definition
Carrying amount of mortgage loans as of the balance-sheet date, including the current portion, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company. No definition available.
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- Definition
Total other liabilities. No definition available.
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable. pertaining to goods and services received from vendors; and for costs that are statutory in nature, are incurred in connection with contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent, salaries and benefits, and utilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Dollar value of issued common stock whether issued at par value, no par or stated value. This item includes treasury stock repurchased by the entity. Note: elements for number of common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For an unclassified balance sheet, the carrying amount (net of accumulated amortization) as of the balance sheet date of capitalized costs associated with the issuance of debt instruments (for example, legal, accounting, underwriting, printing, and registration costs) that will be charged against earnings over the life of the debt instruments to which such costs pertain. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of deferred revenue as of balance sheet date. Deferred revenue represents collections of cash or other assets related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date. May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer, and after deducting unamortized discount or premiums, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For an unclassified balance sheet, an amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date, net of any write-downs taken for collection uncertainty on the part of the holder. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among myriad other features and characteristics. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents a liability associated with the acquisition of an off-market lease when the terms of the lease are unfavorable to the market terms for the lease at the date of acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Dollar value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) whether issued at par value, no par or stated value. This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amount for an unclassified balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs and the carrying amount as of the balance sheet date of assets not otherwise specified in the taxonomy. Also includes assets not individually reported in the financial statements, or not separately disclosed in notes. No definition available.
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- Definition
Carrying amount at the balance sheet date for long-lived physical assets used in the normal conduct of business and not intended for resale. This can include land, physical structures, machinery, vehicles, furniture, computer equipment, construction in progress, and similar items. Amount does not include depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, and production equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. This element is for unclassified presentations; for classified presentations there is a separate and distinct element. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Stockholders' Equity (deficit) items, net of receivables from officers, directors owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
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Sep. 10, 2010
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Dec. 31, 2009
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Stockholders' Equity: | |||||
Preferred stock, par value | $ 0.01 | [1] | $ 0.01 | ||
Preferred stock, shares authorized | 10,000,000 | [1] | 10,000,000 | ||
Preferred stock, shares issued | 0 | [1] | 0 | ||
Preferred stock, shares outstanding | 0 | [1] | 0 | ||
Common stock, par value | $ 0.01 | [1] | $ 0.01 | ||
Common stock, shares authorized | 200,000,000 | [1] | 200,000,000 | ||
Common stock, shares issued | 154,570,543 | [1] | 124,299,423 | ||
Common stock, shares outstanding | 154,570,543 | [1] | 124,299,423 | ||
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Excludes common shares repurchased by the entity and held as Treasury shares. Shares outstanding equals shares issued minus shares held in treasury. Does not include common shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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Condensed Consolidated Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 10, 2010
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Sep. 11, 2009
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Sep. 10, 2010
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Sep. 11, 2009
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Revenues: | ||||
Rooms | $ 99,703 | $ 88,318 | $ 267,081 | $ 253,661 |
Food and beverage | 43,370 | 40,836 | 126,620 | 122,423 |
Other | 8,040 | 8,646 | 21,364 | 23,866 |
Total revenues | 151,113 | 137,800 | 415,065 | 399,950 |
Operating Expenses: | ||||
Rooms | 26,979 | 23,912 | 71,510 | 66,868 |
Food and beverage | 30,534 | 29,068 | 86,748 | 85,969 |
Management fees | 5,080 | 4,907 | 13,634 | 13,243 |
Other hotel expenses | 55,613 | 50,161 | 152,232 | 146,701 |
Impairment of favorable lease asset | 1,286 | |||
Depreciation and amortization | 21,297 | 18,866 | 59,278 | 57,312 |
Hotel acquisition costs | 899 | 1,236 | ||
Corporate expenses | 3,948 | 3,675 | 10,859 | 11,094 |
Total operating expenses | 144,350 | 130,589 | 395,497 | 382,473 |
Operating profit | 6,763 | 7,211 | 19,568 | 17,477 |
Other Expenses (Income): | ||||
Interest income | (283) | (82) | (650) | (265) |
Interest expense | 11,240 | 11,090 | 30,455 | 33,673 |
Total other expenses | 10,957 | 11,008 | 29,805 | 33,408 |
Loss before income taxes | (4,194) | (3,797) | (10,237) | (15,931) |
Income tax benefit (expense) | 660 | 4,558 | (803) | 13,856 |
Net (loss) income | $ (3,534) | $ 761 | $ (11,040) | $ (2,075) |
(Loss) earnings per share: | ||||
Basic and diluted (loss) earnings per share | $ (0.02) | $ 0.01 | $ (0.08) | $ (0.02) |
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- Definition
Basic and diluted loss per share. No definition available.
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- Definition
Corporate expenses. No definition available.
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- Definition
This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total costs of sales and operating expenses for the period. No definition available.
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- Details
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X | ||||||||||
- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The cost related to generating revenue from the sale of food (prepared and cooked-to-order foodstuffs, as well as snack items) and beverages (bottled or on-tap alcoholic beverages, as well as nonalcoholic beverages like carbonated drinks, juices, energy/sports drinks, water, coffee, and tea). No definition available.
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- Definition
Revenue from sale of food (prepared and cooked-to-order foodstuffs, as well as snack items) and beverages (bottled or on-tap alcoholic beverages, as well as nonalcoholic beverages like carbonated drinks, juices, energy/sports drinks, water, coffee, and tea). No definition available.
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- Definition
The adjustment to reduce the value of existing agreements that specify the lessee's rights to use the leased property. This expense is charged when the estimates of future profits generated by the leased property are reduced. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of operating profit and nonoperating income (expense) before income (loss) from equity method investments, income taxes, extraordinary items, cumulative effects of changes in accounting principles, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The sum of the current income tax expense (benefit) and the deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of income (expense) from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Costs incurred and are directly related to generating occupancy revenues. No definition available.
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- Definition
Revenue derived from the provision of short term lodging; it does not apply to lease or rental income. Includes hotel rooms, cruise revenue, and other revenue related to lodgings. No definition available.
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X | ||||||||||
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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X | ||||||||||
- Definition
Other costs incurred and are directly related to hotel operations. No definition available.
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X | ||||||||||
- Definition
Other revenue generated from managing and operating hotels, not otherwise defined in the taxonomy. No definition available.
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X | ||||||||||
- Definition
The aggregate costs related to management of owned properties during the reporting period. No definition available.
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X | ||||||||||
- Definition
Aggregate revenue generated from managing and operating hotels. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended | ||||
---|---|---|---|---|---|
Sep. 10, 2010
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Sep. 11, 2009
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||||
Cash flows from operating activities: | |||||
Net loss | $ (11,040) | $ (2,075) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Real estate depreciation | 59,278 | 57,312 | |||
Corporate asset depreciation as corporate expenses | 110 | 101 | |||
Non-cash ground rent | 5,104 | 5,350 | |||
Non-cash financing costs as interest | 804 | 556 | |||
Non-cash reversal of penalty interest | (3,134) | ||||
Impairment of favorable lease asset | 1,286 | ||||
Amortization of unfavorable contract liabilities | (1,203) | (1,190) | |||
Amortization of deferred income | (390) | (391) | |||
Stock-based compensation | 2,794 | 3,892 | |||
Changes in assets and liabilities: | |||||
Prepaid expenses and other assets | 2,482 | (1,982) | |||
Restricted cash | (3,892) | (1,700) | |||
Due to/from hotel managers | (11,765) | 4,958 | |||
Accounts payable and accrued expenses | 3,368 | (16,235) | |||
Net cash provided by operating activities | 42,516 | 49,882 | |||
Cash flows from investing activities: | |||||
Hotel capital expenditures | (16,154) | (17,735) | |||
Hotel acquisitions | (265,998) | ||||
Purchase of mortgage loan | (60,615) | ||||
Cash received from mortgage loan | 1,250 | ||||
Change in restricted cash | (11,290) | (2,702) | |||
Net cash used in investing activities | (352,807) | (20,437) | |||
Cash flows from financing activities: | |||||
Repayments of credit facility | (57,000) | ||||
Proceeds from mortgage debt | 43,000 | ||||
Repayment of mortgage debt | (40,528) | ||||
Scheduled mortgage debt principal payments | (4,121) | (2,972) | |||
Repurchase of common stock | (3,961) | (309) | |||
Proceeds from sale of common stock, net | 209,817 | 134,878 | |||
Payment of financing costs | (3,220) | (1,008) | |||
Payment of cash dividends | (4,323) | (80) | |||
Net cash provided by financing activities | 194,192 | 75,981 | |||
Net (decrease) increase in cash and cash equivalents | (116,099) | 105,426 | |||
Cash and cash equivalents, beginning of period | 177,380 | 13,830 | |||
Cash and cash equivalents, end of period | 61,281 | [1] | 119,256 | ||
Supplemental Disclosure of Cash Flow Information: | |||||
Cash paid for interest | 33,381 | 35,905 | |||
Cash paid for income taxes | $ 642 | $ 901 | |||
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X | ||||||||||
- Definition
Amortization of unfavorable contract liabilities. No definition available.
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X | ||||||||||
- Definition
Cash received from mortgage loan. No definition available.
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X | ||||||||||
- Definition
Due to/from hotel managers. No definition available.
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X | ||||||||||
- Definition
Non-cash ground rent. No definition available.
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X | ||||||||||
- Definition
Non-cash reversal of penalty interest. No definition available.
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X | ||||||||||
- Definition
Purchase of mortgage loan. No definition available.
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X | ||||||||||
- Definition
Real estate depreciation. No definition available.
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The component of interest expense comprised of the periodic charge against earnings over the life of the financing arrangement to which such costs relate. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits should not be reported as cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change between the beginning and ending balance of cash and cash equivalents. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of the required periodic payments applied to principal. (Consider the frequency of payment.) Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The expense recognized in the current period that allocates the cost of nonproduction tangible assets over their useful lives. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The adjustment to reduce the value of existing agreements that specify the lessee's rights to use the leased property. This expense is charged when the estimates of future profits generated by the leased property are reduced. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in the aggregate amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net change during the reporting period in the value of this group of assets within the working capital section. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) for the net change associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) for the net change associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as operating activities. This may include cash restricted for regulatory purposes. No definition available.
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- Definition
The amount of cash paid during the current period for interest owed on money borrowed; includes amount of interest capitalized Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow (outflow) from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of consolidated profit or loss for the period, net of income taxes, which is attributable to the parent. If the entity does not present consolidated financial statements, the amount of profit or loss for the period, net of income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow to reacquire common stock during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow from the distribution of an entity's earnings in the form of dividends to common shareholders. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for purchases of and capital improvements on property, plant and equipment (capital expenditures), software, and other intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow from the acquisition of a piece of land, anything permanently fixed to it, including buildings, structures on it and so forth; includes real estate intended to generate income for the owner; excludes real estate acquired for use by the owner. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from other borrowing not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of previously reported deferred or unearned revenue that was recognized as revenue during the period. For cash flows, this element primarily pertains to amortization of deferred credits on long-term arrangements. As a noncash item, it is deducted from net income when calculating cash provided by (used in) operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow to pay off an obligation from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for the payment of other borrowing not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock options, amortization of restricted stock, and adjustment for officers compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Organization
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9 Months Ended |
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Sep. 10, 2010
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Organization [Abstract] | |
Organization |
1. Organization
DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate
company that owns a portfolio of 23 premium hotels and resorts as well as a senior loan secured by
another hotel. Our hotels are concentrated in key gateway cities and in destination resort
locations and are all operated under a brand owned by one of the leading global lodging brand
companies (Marriott International, Inc. (“Marriott”), Starwood Hotels & Resorts Worldwide, Inc.
(“Starwood”) or Hilton Worldwide (“Hilton”)). We are an owner, as opposed to an operator, of
hotels. As an owner, we receive all of the operating profits or losses generated by our hotels
after we pay fees to the hotel managers, which are based on the revenues and profitability of the
hotels.
As of September 10, 2010, we owned 23 hotels, comprising 10,743 rooms, located in the
following markets: Atlanta, Georgia (3); Austin, Texas; Boston, Massachusetts; Charleston, South
Carolina; Chicago, Illinois (2); Fort Worth, Texas; Lexington, Kentucky; Los Angeles, California
(2); Minneapolis, Minnesota; New York, New York (3); Northern California; Oak Brook, Illinois;
Orlando, Florida; Salt Lake City, Utah; Washington D.C.; St. Thomas, U.S. Virgin Islands; and Vail,
Colorado, and we also own a senior loan secured by a 443-room hotel located in Chicago, Illinois.
We conduct our business through a traditional umbrella partnership REIT, or UPREIT, in which
our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited
Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner
of the operating partnership and currently owns, either directly or indirectly, all of the limited
partnership units of the operating partnership.
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Description containing the entire organization, consolidation and basis of presentation of financial statements disclosure. May be provided in more than one note to the financial statements, as long as users are provided with an understanding of (1) the significant judgments and assumptions made by an enterprise in determining whether it must consolidate a VIE and/or disclose information about its involvement with a VIE, (2) the nature of restrictions on a consolidated VIE's assets reported by an enterprise in its statement of financial position, including the carrying amounts of such assets, (3) the nature of, and changes in, the risks associated with an enterprise's involvement with the VIE, and (4) how an enterprise's involvement with the VIE affects the enterprise's financial position, financial performance, and cash flows. Describes procedure if disclosures are provided in more than one note to the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies
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9 Months Ended |
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Sep. 10, 2010
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Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Basis of Presentation
We have condensed or omitted certain information and footnote disclosures normally included in
financial statements presented in accordance with U.S. generally accepted accounting principles, or
U.S. GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe
the disclosures made are adequate to prevent the information presented from being misleading.
However, the unaudited condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto as of and for the year ended December 31, 2009, included in our Annual Report on Form 10-K dated February 26, 2010.
In our opinion, the accompanying unaudited condensed consolidated financial statements reflect
all adjustments necessary to present fairly our financial position as of September 10, 2010; the
results of our operations for the fiscal quarters ended September 10, 2010 and September 11, 2009
and the periods from January 1, 2010 to September 10, 2010 and January 1, 2009 to September 11,
2009; and cash flows for the periods from January 1, 2010 to September 10, 2010 and January 1, 2009
to September 11, 2009. Interim results are not necessarily indicative of full-year performance
because of the impact of seasonal and short-term variations.
Our financial statements include all of the accounts of the Company and its subsidiaries in
accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in
consolidation.
Reporting Periods
The results we report in our condensed consolidated statements of operations are based on
results of our hotels reported to us by our hotel managers. Our hotel managers use different
reporting periods. Marriott, the manager of most of our properties, uses a fiscal year ending on
the Friday closest to December 31 and reports 12 weeks of operations for each of the first three
quarters and 16 or 17 weeks for the fourth quarter of the year for its domestic managed hotels. In
contrast, Marriott, for its non-domestic hotels (including Frenchman’s Reef), Vail Resorts, manager
of the Vail Marriott, Davidson Hotel Company, manager of the Westin Atlanta North at Perimeter,
Hilton Hotels Corporation, manager of the Conrad Chicago and the Hilton Minneapolis, Westin Hotel
Management, L.P., manager of the Westin Boston Waterfront Hotel and Alliance Hospitality
Management, manager of the Hilton Garden Inn Chelsea, report results on a monthly basis.
Additionally, as a REIT, we are required by U.S. federal tax laws to report results on a calendar
year basis. As a result, we have adopted the reporting periods used by Marriott for its domestic
hotels, except that the fiscal year always ends on December 31 to comply with REIT rules. The first
three fiscal quarters end on the same day as Marriott’s fiscal quarters but the fourth quarter ends
on
December 31 and the full year results, as reported in the statement of operations, always
include the same number of days as the calendar year.
Two consequences of the reporting cycle we have adopted are: (1) quarterly start dates will
usually differ between years, except for the first quarter which always commences on January 1, and
(2) the first and fourth quarters of operations and year-to-date operations may not include the
same number of days as reflected in prior years.
While the reporting calendar we adopted is more closely aligned with the reporting calendar
used by the manager of most of our properties, one final consequence of the calendar is we are
unable to report any results for Frenchman’s Reef, Vail Marriott, Westin Atlanta North at
Perimeter, Conrad Chicago, Westin Boston Waterfront Hotel, Hilton Minneapolis or Hilton
Garden Inn Chelsea for the month of operations that ends after its fiscal quarter-end because none of
Westin Hotel Management, L.P., Hilton Hotels Corporation, Davidson Hotel Company, Alliance
Hospitality Management, Vail Resorts nor Marriott (with respect to Frenchman’s Reef) make mid-month
results available to us. As a result, our quarterly results of operations include results from
Frenchman’s Reef, the Vail Marriott, the Westin Atlanta North at Perimeter, the Conrad Chicago, the
Westin Boston Waterfront Hotel, the Hilton Minneapolis and the Hilton Garden Inn Chelsea as
follows: first quarter (January and February), second quarter (March to May), third quarter (June
to August) and fourth quarter (September to December). While this does not affect full-year
results, it does affect the reporting of quarterly results.
Investment in Hotels
Acquired hotels, land improvements, building and furniture, fixtures and equipment and
identifiable intangible assets are initially recorded at fair value. Additions to property and
equipment, including current buildings, improvements, furniture, fixtures and equipment are
recorded at cost. Property and equipment are depreciated using the straight-line method over an
estimated useful life of 15 to 40 years for buildings and land improvements and one to ten years
for furniture and equipment. Identifiable intangible assets are typically related to contracts,
including ground lease agreements and hotel management agreements, which are recorded at fair
value. Above-market and below-market contract values are based on the present value of the
difference between contractual amounts to be paid pursuant to the contracts acquired and our
estimate of the fair market contract rates for corresponding contracts. Contracts acquired that are
at market do not have significant value. We typically enter into a new hotel management agreement
based on market terms at the time of acquisition. Intangible assets are amortized using the
straight-line method over the remaining non-cancelable term of the related agreements. In making
estimates of fair values for purposes of allocating purchase price, we may utilize a number of
sources that may be obtained in connection with the acquisition or financing of a property and
other market data. Management also considers information obtained about each property as a result
of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible
assets acquired.
We review our investments in hotels for impairment whenever events or changes in
circumstances indicate that the carrying value of the investments in hotels may not be recoverable.
Events or circumstances that may cause us to perform a review include, but are not limited to,
adverse changes in the demand for lodging at our properties due to declining national or local
economic conditions and/or new hotel construction in markets where our hotels are located. When
such conditions exist, management performs an analysis to determine if the estimated undiscounted
future cash flows from operations and the proceeds from the ultimate disposition of an investment
in a hotel exceed the hotel’s carrying value. If the estimated undiscounted future cash flows are
less than the carrying amount of the asset, an adjustment to reduce the carrying value to the
estimated fair market value is recorded and an impairment loss recognized.
Note Receivable
We initially record acquired notes receivable at cost. Notes receivable are evaluated for
collectability and if collectability of the original amounts due is in doubt, the value is adjusted
for impairment. If collectability is in doubt, the note is placed in non-accrual status. No
interest is recorded on such notes until the timing and amounts of cash receipts can be reasonably
estimated. We record cash payments received on non-accrual notes receivable as a reduction in
basis.
Revenue Recognition
Revenues from operations of the hotels are recognized when the services are provided.
Revenues consist of room sales, golf sales, food and beverage sales, and other hotel department
revenues, such as telephone and gift shop sales. Additionally, our operators collect sales, use,
occupancy and similar taxes at our hotels which are excluded from revenue in our consolidated
statements of operations (revenue is recorded net of such taxes).
Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss), adjusted for
dividends on unvested stock grants, by the weighted-average number of common shares outstanding
during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss),
adjusted for dividends on unvested stock grants, by the weighted-average number of common shares
outstanding during the period plus other potentially dilutive securities such as stock grants or
shares issuable in the event of conversion of operating partnership units. No adjustment is made
for shares that are anti-dilutive during a period.
Stock-based Compensation
We account for stock-based employee compensation using the fair value based method of
accounting. We record the cost of awards with service conditions and market conditions based on
the grant-date fair value of the award. For awards based on market conditions, the grant-date fair
value is derived using an open form valuation model. The cost of the award is recognized over the
period during which an employee is required to provide service in exchange for the award. No
compensation cost is recognized for equity instruments for which employees do not render the
requisite service.
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates
is recognized in earnings in the period when the new rate is enacted.
We have elected to be treated as a REIT under the provisions of the Internal Revenue Code and,
as such, are not subject to federal income tax, provided we distribute all of our taxable income
annually to our stockholders and comply with certain other requirements. In addition to paying
federal and state income tax on any retained income, we are subject to taxes on “built-in-gains” on
sales of certain assets. Additionally, our taxable REIT subsidiaries are subject to federal, state
and foreign income tax.
Intangible Assets and Liabilities
Intangible assets and liabilities are recorded on non-market contracts assumed as part of the
acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the
purchase of a hotel to determine if the terms are favorable or unfavorable compared to an estimated
market agreement at the acquisition date. Favorable lease assets or unfavorable contract
liabilities are recorded at the acquisition date and amortized using the straight-line method over
the term of the agreement. We do not amortize intangible assets with indefinite useful lives, but
review these assets for impairment annually and if events or circumstances indicate that the asset
may be impaired.
Straight-Line Rent
We record rent expense on leases that provide for minimum rental payments that increase in
pre-established amounts over the remaining term of the lease on a straight-line basis as required
by U.S. GAAP.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations
of credit risk consist principally of cash and cash equivalents and
the senior loan secured by the Allerton Hotel. We maintain cash and cash
equivalents with various high credit-quality financial institutions. We perform periodic
evaluations of the relative credit standing of these financial institutions and limit the amount of
credit exposure with any one institution.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Risks and Uncertainties
The state of the overall economy can significantly impact hotel operational performance and
thus, impact our financial position. Should any of our hotels experience a significant decline in
operational performance, it may affect our ability to make distributions to our stockholders and
service debt or meet other financial obligations.
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This element may be used to describe all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property and Equipment
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Sep. 10, 2010
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Property and Equipment |
3. Property and Equipment
Property and equipment as of September 10, 2010 (unaudited) and December 31, 2009 consists of
the following (in thousands):
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- Definition
Disclosure of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, building and production equipment. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. This element may be used as a single block of text to include the entire PPE disclosure, including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Favorable Lease Assets
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9 Months Ended |
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Sep. 10, 2010
|
|
Favorable Lease Assets [Abstract] | |
Favorable Lease Assets |
4. Favorable Lease Assets
In connection with the acquisition of certain hotels, we have recognized intangible assets for
favorable ground leases. The favorable lease assets are recorded at the acquisition date and
amortized using the straight-line method over the remaining non-cancelable term of the lease
agreement. In connection with our acquisition of the Hilton Minneapolis on June 16, 2010, we
recorded a $6.1 million favorable lease asset. We determined the value using a discounted cash
flow model using the favorable difference between the contractual lease payments and estimated
market rents. The estimated market rents were provided by a third party appraiser and the discount
rate was estimated using a risk adjusted rate of return. See Note 10 for a further discussion of
this favorable lease asset.
We also own a favorable lease asset related to the right to acquire a leasehold interest in a
parcel of land adjacent to the Westin Boston Waterfront Hotel for the development of a 320 to 350
room hotel (the “lease right”). We do not amortize the lease right but review the asset for
impairment if events or circumstances indicate that the asset may be impaired. As of September 10,
2010 and December 31, 2009, the carrying amount of the lease right is $9.5 million.
The U.S. GAAP fair value hierarchy assigns a level to fair value measurements based on inputs
used: Level 1 inputs are quoted prices in active markets for identical assets and liabilities;
Level 2 inputs are inputs other than quoted market prices that are observable for the asset or
liability, either directly or indirectly; or Level 3 inputs are unobservable inputs. The fair value
of the lease right is a Level 3 measurement and is derived from a discounted cash flow model using
the favorable difference between the estimated participating rents in accordance with the lease
terms and the estimated market rents. The discount rate was estimated using a risk adjusted rate of
return, the estimated participating rents were estimated based on a hypothetical completed 327-room
hotel comparable to our Westin Boston Waterfront Hotel, and market rents were based on comparable
long-term ground leases in the City of Boston. The methodology used to determine the fair value of
the lease right is consistent with the methodology used since acquisition of the lease right.
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This block of text may be used to disclose all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Note Receivable
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9 Months Ended |
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Sep. 10, 2010
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|
Note Receivable [Abstract] | |
Note Receivable |
5. Note Receivable
On May 24, 2010, we acquired the $69.0 million senior mortgage loan secured by the 443-room
Allerton Hotel in Chicago, Illinois (the “Allerton Loan”) for approximately $60.6 million. The
Allerton Loan matured in January 2010 and is currently in default. The Allerton Loan earns a
blended interest rate of LIBOR plus 692 basis points, which includes five percentage points of
default interest. As of September 10, 2010, the Allerton Loan had a principal balance of $69.0
million and unrecorded accrued interest (including default interest) of approximately $2.1 million.
We continue to pursue the foreclosure proceedings initially filed in April 2010, which, if
successful, would result in the Company owning the hotel. The matter may be resolved without
foreclosure if the borrower repays the Allerton Loan in full.
Recognition of interest income on the Allerton Loan is dependent upon having a reasonable
expectation about the timing and amount of cash payments expected to be collected from the
borrower. Due to the uncertainty surrounding the timing and amount of cash payments expected, we
placed the Allerton Loan on non-accrual status. As of September 10,
2010, we have received default interest payments from the borrower of approximately $1.3
million, which have been recorded as a reduction of our basis in the Allerton Loan. We have
received $0.5 million of default interest payments subsequent to September 10, 2010.
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Includes disclosure of claims held for amounts due a company. Examples include trade accounts receivables, notes receivables, loans receivables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Capital Stock
|
9 Months Ended |
---|---|
Sep. 10, 2010
|
|
Capital Stock [Abstract] | |
Capital Stock |
6. Capital Stock
Common Shares
We are authorized to issue up to 200,000,000 shares of common stock, $.01 par value per share.
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to
a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets
legally available for the payment of dividends when authorized by our board of directors.
Follow-On Public Offering. On May 28, 2010, we completed a follow-on public offering of our
common stock. We sold 23,000,000 shares of common stock, including the underwriters’ overallotment
of 3,000,000 shares, at an offering price of $8.40 per share. The net proceeds to us, after
deduction of offering costs, were approximately $184.7 million.
Stock Dividend. On January 29, 2010, we paid a dividend to stockholders of record as of
December 28, 2009 in the amount of $0.33 per share. We relied on the Internal Revenue Service’s
Revenue Procedure 2009-15, as amplified and superseded by Revenue Procedure 2010-12, that allowed
us to pay up to 90% of that dividend in shares of common stock and the remainder in cash. Based on
stockholder elections, we paid the dividend in the form of approximately 3.9 million shares of
common stock and $4.3 million of cash.
Controlled Equity Offering Program. During the first quarter ended March 26, 2010, we
completed our previously announced $75 million controlled equity offering program by selling 2.8
million shares at an average price of $9.13 per share, raising net proceeds of $25.1 million. Of
the shares sold during the first quarter, 0.2 million shares, representing net proceeds of $2.3
million, settled subsequent to March 26, 2010.
Preferred Shares
We are authorized to issue up to 10,000,000 shares of preferred stock, $.01 par value per
share. Our board of directors is required to set for each class or series of preferred stock the
terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications, and terms or conditions of redemption. As of
September 10, 2010 and December 31, 2009, there were no shares of preferred stock outstanding.
Operating Partnership Units
Holders of operating partnership units have certain redemption rights, which enable them to
cause our operating partnership to redeem their units in exchange for cash per unit equal to the
market price of our common stock, at the time of redemption, or, at our option for shares of our
common stock on a one-for-one basis. The number of shares issuable upon exercise of the redemption
rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar
pro-rata share transactions, which otherwise would have the effect of diluting the ownership
interests of the limited partners or our stockholders. As of September 10, 2010 and December 31,
2009, there were no operating partnership units held by unaffiliated third parties.
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Stock Incentive Plans
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Sep. 10, 2010
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Stock Incentive Plans |
7. Stock Incentive Plans
We are authorized to issue up to 8,000,000 shares of our common stock under our 2004 Stock
Option and Incentive Plan, as amended (the “Incentive Plan”), of which we have issued or committed
to issue 3,119,827 shares as of September 10, 2010. In addition to these shares, additional shares
could be issued related to the Stock Appreciation Rights and Market Stock Unit awards as further
described below.
In April 2010, our board of directors approved an amendment to the Incentive Plan primarily to
add a deferred compensation program, which will permit non-employee directors to elect to defer the
receipt of the annual unrestricted stock award under the Incentive Plan that is generally made to
non-employee directors following the Company’s annual stockholders’ meeting. Those non-employee
directors who elect to defer such awards will instead be granted an award of deferred stock units
under the Incentive Plan. The deferred stock units will be settled in shares of stock in a lump sum
six months after the director ceases to be a member of our board of directors.
Restricted Stock Awards
Restricted stock awards issued to our officers and employees vest over a three-year period
from the date of the grant based on continued employment. We measure compensation expense for the
restricted stock awards based upon the fair market value of our common stock at the date of grant.
Compensation expense is recognized on a straight-line basis over the vesting period and is included
in corporate expenses in the accompanying condensed consolidated statements of operations.
A summary of our restricted stock awards from January 1, 2010 to September 10, 2010 is as
follows:
The remaining share awards are expected to vest as follows: 848,608 shares during 2011,
581,098 shares during 2012 and 118,992 during 2013. As of September 10, 2010, the unrecognized
compensation cost related to restricted stock awards was $4.9 million and the weighted-average
period over which the unrecognized compensation expense will be recorded is approximately 23
months. For the fiscal quarters ended September 10, 2010 and September 11, 2009, we recorded $0.7
million and $1.2 million, respectively, of compensation expense related to restricted stock awards.
For the periods from January 1, 2010 to September 10, 2010 and January 1, 2009 to September 11,
2009, we recorded $2.2 million and $3.4 million, respectively, of compensation expense related to
restricted stock awards.
Market Stock Units
We have awarded our executive officers market stock units (“MSUs”). MSUs are restricted stock
units that vest three years from the date of grant, subject to the achievement of certain levels of
total stockholder return over the vesting period (the “Performance Period”). We do not pay
dividends on the shares of common stock underlying the MSUs; instead, the dividends are effectively
reinvested as each of the executive officers is credited with an additional number of MSUs that
have a fair market value (based on the closing stock price on the day the dividend is paid) equal
to the amount of the dividend that would have been awarded for those shares.
Each executive officer was granted a target number of MSUs (the “Target Award”). The actual
number of MSUs that will be earned, if any, and converted to common stock at the end of the
Performance Period is equal to the Target Award plus an additional number of shares of common stock
to reflect dividends that would have been paid during the Performance Period on the Target Award
multiplied by the percentage of total stockholder return over the Performance Period. The total
stockholder return is based on the 30-trading day average closing price of our common stock
calculated on the vesting date plus dividends paid and the 30-trading day average closing price of
our common stock on the date of grant. There will be no payout of shares of our common stock if the
total stockholder return percentage on the vesting date is less than negative 50%. The maximum
payout to an executive officer under an MSU award is equal to 150% of the Target Award.
On March 3, 2010, we issued 84,854 MSUs to our executive officers with an aggregate fair value
of $0.8 million, or $9.87 per share. We used a Monte Carlo simulation model to determine the
grant-date fair value of the awards using the following assumptions: expected volatility of 68% and
a risk-free rate of 1.33%. For the fiscal quarter ended September 10, 2010 we recorded
approximately $0.1 million of compensation expense related to the MSUs. For the period from
January 1, 2010 to September 10, 2010 we recorded approximately $0.2 million of compensation
expense related to the MSUs. As of September 10, 2010, the unrecognized compensation cost related
to the MSU awards was approximately $0.7 million and the weighted-average period over which the
unrecognized compensation expense will be recorded is approximately 30 months.
Deferred Stock Awards
At the time of our initial public offering, we made a commitment to issue 382,500 shares of
deferred stock units to our senior executive officers. At issuance, these deferred stock units
were fully vested and represented the promise to issue a number of shares of our common stock to
each senior executive officer upon the earlier of (i) a change of control or (ii) five years after
the date of grant, which was the initial public offering completion date (the “Deferral Period”).
On June 1, 2010,
the last day of the Deferral Period, we issued 268,657 shares of our common stock pursuant to
this commitment, net of shares repurchased for employee income taxes.
Stock Appreciation Rights and Dividend Equivalent Rights
In 2008, we awarded our executive officers stock-settled Stock Appreciation Rights (“SARs”)
and Dividend Equivalent Rights (“DERs”). For the fiscal quarters ended September 10, 2010 and
September 11, 2009, we recorded approximately $0.1 million and $0.2 million, respectively, of
compensation expense related to the SARs/DERs. For the periods from January 1, 2010 to September
10, 2010 and January 1, 2009 to September 11, 2009, we recorded approximately $0.2 million and $0.5
million, respectively, of compensation expense related to the SARs/DERs. A summary of our
SARs/DERs from January 1, 2010 to September 10, 2010 is as follows:
As of September 10, 2010, approximately two-thirds of the outstanding SAR/DER awards were
vested. The remainder will vest in March 2011. As of September 10, 2010, the unrecognized
compensation cost related to the SAR/DER awards was $0.2 million and the weighted-average period
over which the unrecognized compensation expense will be recorded is approximately six months.
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Earnings (Loss) Per Share
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Earnings (Loss) Per Share |
8. Earnings (Loss) Per Share
Basic loss per share is calculated by dividing net loss available to common stockholders by
the weighted-average number of common shares outstanding. Diluted loss per share is calculated by
dividing net loss available to common stockholders that has been adjusted for dilutive securities,
by the weighted-average number of common shares outstanding including dilutive securities.
The following is a reconciliation of the calculation of basic and diluted earnings (loss) per
share (in thousands, except share and per share data):
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Debt
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Debt |
9. Debt
We have incurred limited recourse, property specific mortgage debt in conjunction with certain
of our hotels. In the event of default, the lender may only foreclose on the pledged assets;
however, in the event of fraud, misapplication of funds and other customary recourse provisions,
the lender may seek payment from us. As of September 10, 2010, ten of our 23 hotel properties
were secured by mortgage debt. Our mortgage debt contains certain property specific covenants and
restrictions, including minimum debt service coverage ratios that trigger “cash trap” provisions as
well as restrictions on incurring additional debt without lender consent. During the fiscal
quarter ended June 18, 2010, the cash trap provision was triggered on our Courtyard
Manhattan/Midtown East mortgage. As of September 10, 2010, the lender held approximately $1.3
million under this cash trap for purposes of debt service, which is reflected in restricted cash on
the accompanying consolidated balance sheet. As of September 10, 2010, we were in compliance with
the financial covenants of our mortgage debt.
The following table sets forth information regarding the Company’s debt as of September 10,
2010 (unaudited), in thousands:
Senior Unsecured Credit Facility
On August 6, 2010, we amended and restated our $200 million senior unsecured revolving credit
facility (the “Facility”) that now expires in August 2013. The maturity date of the Facility may
be extended for an additional year upon the payment of applicable fees and the satisfaction of
certain other customary conditions. We also have the right to increase the amount of the Facility
to $275 million with lender approval. Interest is paid on the periodic advances under the Facility
at varying rates, based upon LIBOR, plus an agreed upon additional margin amount. The applicable
margin depends upon our leverage, as defined in the credit agreement, as follows:
The Facility includes a LIBOR floor of 100 basis points. In addition to the interest payable
on amounts outstanding under the Facility, we are required to pay an amount equal to 0.50% of the
unused portion of the Facility if the unused portion of the Facility is greater than 50% or 0.40%
if the unused portion of the Facility is less than 50%. We incurred interest and unused credit
facility fees on the Facility of $0.2 and $0.1 million for the fiscal quarters ended September 10,
2010 and September 11, 2009 and $0.4 million and $0.5 million for the periods from January 1, 2010
to September 10, 2010
and January 1, 2009 to September 11, 2009, respectively. As of September 10, 2010, we had no
outstanding borrowings under the Facility.
The Facility contains various corporate financial covenants. A summary of the most restrictive
covenants is as follows:
The Facility requires us to maintain a specific pool of unencumbered borrowing base
properties. The unencumbered borrowing base assets are subject, among other restrictions, to the
following limitations and covenants:
Mortgage Loan Modification
As of December 31, 2009, we had not completed certain capital projects at Frenchman’s Reef &
Morning Star Marriott Beach Resort (“Frenchman’s Reef”) as required by the mortgage loan secured by
the hotel (the “Loan”). As a result, we had accrued $3.1 million of penalty interest as of
December 31, 2009. During the fiscal quarter ended March 26, 2010, we amended certain provisions
of the Loan. The lender provided us with a waiver for any penalty interest and an extension to
December 31, 2010 and December 31, 2011, respectively, for the completion date of certain lender
required capital projects. In conjunction with the Loan modification, we pre-funded $5.0 million
for the capital projects into an escrow account and paid the lender a $150,000 modification fee.
As a result of the modification, we reversed the $3.1 million accrual for penalty interest during
the fiscal quarter ended March 26, 2010, which was recorded as an offset to interest expense in the
accompanying condensed consolidated statement of operations. During the fiscal quarter ended
September 10, 2010, we deposited an additional $0.9 million into a lender-held escrow for a roof
project at Frenchman’s Reef.
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Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Acquisitions
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Acquisitions |
10. Acquisitions
Hilton Minneapolis
On June 17, 2010, we acquired a leasehold interest in the 821-room Hilton Minneapolis in
Minneapolis, Minnesota, for total cash consideration of approximately $157 million. The hotel
remains a Hilton-branded and managed property. We assumed the existing management agreement, which
expires in December 2026. The management agreement provides for a base management fee of 3% of the
hotel’s gross revenues and an incentive management fee of 15% of hotel operating profit above an
owner’s priority determined in accordance with the terms of the management agreement. The hotel is
subject to a ground lease with an agency of the city of Minneapolis that expires in 2091. The
ground lease payment and related property tax liability were negotiated as a single payment in lieu
of taxes (“PILOT”). The PILOT payments increase at a rate of 5% per year through 2018. Beginning
in 2019, there will no longer be a stipulated PILOT payment and the hotel will pay only the real
property tax portion of the PILOT based on the then assessed valuation and applicable tax rate. In
accordance with GAAP, the total estimated amount to be paid for the ground lease, which is included
as part of the PILOT payments through 2018 is being amortized and recognized as an expense on a
straight line basis over the life of the ground lease. The following is a schedule of the
contractual PILOT payments, excluding amounts due in 2019 and beyond, because such amounts are not
fixed and determinable:
We reviewed the terms of the ground lease in conjunction with the hotel purchase accounting
and concluded that the terms are more favorable to us than a typical current market ground lease.
Accordingly, we recorded a $6.1 million favorable lease asset that will be amortized over the
remaining term of the ground lease.
Renaissance Charleston Historic District Hotel
On August 6, 2010, we acquired the 166-room Renaissance Charleston Historic District Hotel for
total cash consideration of approximately $40 million. The hotel remains a Renaissance-branded and
managed hotel. We assumed the existing management agreement, which expires in December 2021 with
two five-year extensions at the option of the manager. The management agreement provides for a
base management fee of 3.5% of the hotel’s gross revenues and an incentive management fee of 20% of
hotel operating profit above an owner’s priority determined in accordance with the terms of the
management agreement. We reviewed the terms of the management agreement in conjunction with the
hotel purchase accounting and concluded that the terms are less favorable than a typical current
market management agreement for this type of hotel. Accordingly, we recorded a $2.7 million
unfavorable contract liability that will be amortized over the remaining term of the management
agreement.
Hilton Garden Inn Chelsea
On September 8, 2010, we acquired the 169-room Hilton Garden Inn Chelsea located in New York
City for total cash consideration of approximately $69 million. The hotel continues to be managed
by Alliance Hospitality Management under a new 10-year management agreement, which provides for a
base management fee of 2.5% of the hotel’s gross revenues for the first three years and 2.75% of
the hotel’s gross revenues thereafter. In addition, the agreement provides for an incentive
management fee of 10% of hotel operating profits above an owner’s priority as defined in the
management agreement. The hotel remains Hilton-branded under a franchise agreement.
The preliminary allocation of fair value to the acquired assets and liabilities, which may be
adjusted upon receipt of all information necessary for the finalization of appraisals is as follows
(in thousands):
The acquired properties are included in our results of operations based on their respective
dates of acquisition. The following unaudited pro forma results of operations reflect these
transactions as if each had occurred on January 1, 2009. In our opinion, all significant
adjustments necessary to reflect the effects of the acquisitions have been made; however, a
preliminary allocation of the fair value was made, and we will finalize the allocation after all
information is obtained. The pro forma information is not necessarily indicative of the results
that actually would have occurred nor does it intend to indicate future operating results.
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Fair Value of Financial Instruments
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Sep. 10, 2010
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Fair Value of Financial Instruments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
11. Fair Value of Financial Instruments
The fair value of certain financial assets and liabilities and other financial instruments as
of September 10, 2010 (unaudited) and December 31, 2009, in thousands, are as follows:
We estimate the fair value of our mortgage debt by discounting the future cash flows of each
instrument at estimated market rates. Based on the recent timing of our acquisition of the
Allerton Loan, we estimate the fair value of the note receivable to equal our carrying amount. The
carrying value of our other financial instruments approximates fair value due to the short-term
nature of these financial instruments.
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- Definition
This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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9 Months Ended |
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Sep. 10, 2010
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Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
12. Commitments and Contingencies
Litigation
Except as described below, we are not involved in any material litigation nor, to our
knowledge, is any material litigation threatened against us. We are involved in routine litigation
arising out of the ordinary course of business, all of which is expected to be covered by insurance
and none of which is expected to have a material impact on our financial condition or results of
operations.
We are involved in foreclosure proceedings against the borrower under the Allerton Loan. The
proceedings were initiated in April 2010 and, if successful, would result in the Company owning the
Allerton Hotel. Foreclosure proceedings in Cook County are expected to take 8 to 10 months from
inception and no assurances can be given that the proceedings will be completed in this time frame
or will be successful.
In addition, certain employees at the Los Angeles Marriott Airport Hotel (the “LAX Marriott”),
which is owned by one of the Company’s subsidiaries, and certain employees at other hotels in the
vicinity of the Los Angeles Airport (“LAX Hotels”), have brought a claim against DiamondRock and
Marriott and other LAX area hotel owners and operators alleging that the LAX Marriott and the other
LAX Hotels did not comply with an ordinance adopted by the Los Angeles City Council governing
payment of service charges to certain employees at such hotels. The case is likely to begin the
discovery phase in the near future. We cannot presently determine the likelihood of the outcome of
amount of potential loss, if any; however, we do not expect any potential loss to have a material
impact on our financial condition or results of operations.
Income Taxes
We had no accruals for tax uncertainties as of September 10, 2010 and December 31, 2009. As
of September 10, 2010, all of our federal income tax returns and state tax returns for the
jurisdictions in which our hotels are located remain subject to examination by the respective
jurisdiction tax authorities.
The Frenchman’s Reef & Morning Star Marriott Beach Resort is owned by a subsidiary that has
elected to be treated as a taxable REIT subsidiary (“TRS”), and is subject to U.S. Virgin Island
(“USVI”) income taxes. We were party to a tax agreement with the USVI that reduced the income tax
rate to approximately 4%. This agreement expired in February 2010,
at which time the income tax rate increased to 37.4%. On October 9, 2010, the USVI Economic
Development Authority recommended the approval of the extension of our tax agreement for a period
of 5 years, retroactive to February 2010 and subject to another renewal in February 2015. The
extension is expected to be sent to the Governor of USVI for final
approval and execution. If the agreement is not extended,
the TRS that owns Frenchman’s Reef & Morning Star Marriott Beach Resort will continue to be subject
to an income tax rate of 37.4%.
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Includes disclosure of commitments and contingencies. This element may be used as a single block of text to encapsulate the entire disclosure including data and tables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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