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Debt
12 Months Ended
Dec. 31, 2012
Debt Disclosure [Abstract]  
Debt
DEBT
Senior Unsecured Credit Facility
On July 13, 2012, the Company amended and restated the credit agreement that governs the Company's senior unsecured credit facility and the Company's unsecured term loan to increase the aggregate borrowing capacity to $300.0 million. The credit agreement provides for a $200.0 million unsecured revolving credit facility and a $100.0 million unsecured term loan. The revolving credit facility matures in July 2016, and the Company has a one-year extension option. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement up to $600.0 million, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.75% to 2.50%, depending on the Company’s leverage ratio. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.25% or 0.35% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a maximum debt service coverage ratio, a minimum fixed charge coverage ratio, and a minimum net worth. As of December 31, 2012 and 2011, the Company had no outstanding borrowings under the revolving credit facility. As of December 31, 2012, the Company was in compliance with the credit agreement debt covenants. For the years ended December 31, 2012 and 2011, the Company incurred unused commitment fees of $0.9 million and $0.9 million, respectively.
Term Loan
On August 13, 2012, the Company drew the entire $100.0 million unsecured term loan provided for under its amended senior unsecured credit facility. The five-year term loan matures in July 2017 and bears interest at a variable rate, but was swapped to an effective fixed interest rate for the full five-year term (see “Derivative and Hedging Activities” below). As of December 31, 2012, the Company was in compliance with the credit agreement debt covenants.
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Effective August 13, 2012, the Company entered into three interest rate swap agreements with an aggregate notional amount of $100.0 million for the term loan's full five-year term, resulting in an effective fixed interest rate of 2.55% at the Company's current leverage ratio (as defined in the agreement). The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges.
The Company records all derivative instruments at fair value in the consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of December 31, 2012, the Company's interest rate swap derivative instruments were in a liability position, with an aggregate fair value of $0.3 million which is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2012, there was $0.3 million in unrealized loss included in accumulated other comprehensive loss. During the year ended December 31, 2012, the Company reclassified $0.2 million from accumulated other comprehensive income to interest expense. The Company had an interest rate cap associated with the mortgage debt on the Sofitel Philadelphia at December 31, 2011. The estimated fair value of the interest rate cap was immaterial. The Sofitel Philadelphia mortgage was repaid during 2012 and the interest rate cap was terminated.
Mortgage Debt
Each of the Company’s mortgage loans is secured by a first mortgage lien or by leasehold interests under a ground or hotel lease on the underlying property. The mortgages are non-recourse to the Company except for customary carve-outs such as fraud or misapplication of funds.
On January 11, 2012, the Company obtained a $46.0 million first mortgage loan secured by the Company's leasehold interest under the ground lease on the Monaco Washington DC. A portion of the proceeds from this loan was used to repay the existing $35.0 million mortgage on this property. The loan has a term of five years, bears interest at 4.36% and requires monthly principal and interest payments of $0.2 million.
On January 11, 2012, the Company repaid the $42.0 million loan on the Argonaut Hotel with cash on hand and borrowings from the Company's senior unsecured revolving credit facility. On February 15, 2012, the Company obtained a $47.0 million first-mortgage loan secured by the Company's leasehold interest under the ground lease on the Argonaut Hotel. The loan has a term of five years, bears interest at 4.25% and requires monthly principal and interest payments of $0.3 million.
On February 1, 2012, the Company repaid the $56.1 million first mortgage loan on the Sofitel Philadelphia. On May 18, 2012, the Company obtained a $50.0 million first mortgage loan on the Sofitel Philadelphia. The loan has a term of five years, bears interest at 3.90% and requires monthly principal and interest payments of $0.3 million.
In conjunction with the Company's acquisition of the Hotel Palomar San Francisco on October 25, 2012, the Company assumed a $27.2 million first mortgage loan. The loan has a remaining term of five years, bears interest at 5.94% and requires monthly principal and interest payments of $0.2 million. As the loan's interest rate is above market for loans with comparable terms, the Company recorded a loan premium of $2.6 million, which is amortized to interest expense over the remaining term of the loan.
On December 27, 2012, the Company obtained a $81.0 million first mortgage loan secured by the Westin Gaslamp Quarter, San Diego. The loan has a term of seven years, bears interest at 3.69% and requires monthly principal and interest payments of $0.4 million.
Debt Summary
Debt as of December 31, 2012 and 2011 consisted of the following (dollars in thousands):
 
 
 
 
 
 
Balance Outstanding as of
 
Interest Rate
 
Maturity Date
 
December 31, 2012
 
December 31, 2011
Senior unsecured revolving credit facility
Floating
 
July 2016
 
$

 
$

 
 
 
 
 
 
 
 
Term loan
Floating (1)
 
July 2017
 
100,000

 

 
 
 
 
 
 
 
 
Mortgage loans
 
 
 
 
 
 
 
InterContinental Buckhead
4.88%
 
January 2016
 
51,022

 
51,805

Skamania Lodge
5.44%
 
February 2016
 
30,252

 
30,664

DoubleTree by Hilton Bethesda-Washington DC
5.28%
 
February 2016
 
35,602

 
36,000

Hotel Monaco Washington DC
4.36%
 
February 2017
 
45,368

 
35,000

Argonaut Hotel
4.25%
 
March 2017
 
46,223

 
42,000

Sofitel Philadelphia
3.90%
 
June 2017
 
49,419

 
56,070

Hotel Palomar San Francisco
5.94%
 
September 2017
 
27,124

 

Westin Gaslamp Quarter, San Diego
3.69%
 
January 1, 2020
 
81,000

 

Mortgage loans at stated value
 
 
 
 
366,010

 
251,539

Mortgage loan premium
 
 
 
 
2,498

 

Total mortgage loans
 
 
 
 
$
368,508

 
$
251,539

Total debt
 
 
 
 
$
468,508

 
$
251,539

 
 
 
 
 
 
 
 
(1) We entered into interest rate swaps to effectively fix the interest rate for the full five-year term.

 The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within level 2 of the fair value hierarchy. The estimated fair value of the Company’s mortgage loans as of December 31, 2012 and 2011 was $372.3 million and $251.2 million, respectively.
The Company was in compliance with all debt covenants as of December 31, 2012.
Future scheduled debt principal payments for the Company's mortgage debt and term loan as of December 31, 2012 are as follows (in thousands):
2013
 
$
6,813

2014
 
7,444

2015
 
7,779

2016
 
117,313

2017
 
255,901

Thereafter
 
70,760

Total debt principal payments
 
466,010

Premium on mortgage loan
 
2,498

Total debt
 
$
468,508