|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
For the quarterly period ended March 31, 2015
|
|
|
|
or
|
||
|
|
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
For the transition period from
to
|
Maryland
|
|
26-2145060
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
50 Rockefeller Plaza
|
|
|
New York, New York
|
|
10020
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
þ
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
Page No.
|
PART I − FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 4.
Controls and Procedures
|
||
|
|
|
PART II − OTHER INFORMATION
|
|
|
Item 6.
Exhibits
|
||
|
March 31, 2015
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Hotels, at cost
|
$
|
1,663,178
|
|
|
$
|
1,569,200
|
|
Accumulated depreciation
|
(72,214
|
)
|
|
(59,903
|
)
|
||
Net investments in hotels
|
1,590,964
|
|
|
1,509,297
|
|
||
Assets held for sale
|
128,880
|
|
|
—
|
|
||
Equity investments in real estate
|
13,198
|
|
|
13,177
|
|
||
Cash
|
158,998
|
|
|
330,811
|
|
||
Intangible assets, net
|
41,645
|
|
|
41,869
|
|
||
Accounts receivable
|
18,345
|
|
|
14,583
|
|
||
Restricted cash
|
58,396
|
|
|
61,624
|
|
||
Other assets
|
37,077
|
|
|
30,894
|
|
||
Total assets
|
$
|
2,047,503
|
|
|
$
|
2,002,255
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Non-recourse debt and debt attributable to Assets held for sale
|
$
|
1,014,717
|
|
|
$
|
969,594
|
|
Accounts payable, accrued expenses and other liabilities
|
83,423
|
|
|
68,798
|
|
||
Due to related parties and affiliates
|
8,718
|
|
|
2,059
|
|
||
Distributions payable
|
17,853
|
|
|
14,859
|
|
||
Total liabilities
|
1,124,711
|
|
|
1,055,310
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
|
|||
Equity:
|
|
|
|
||||
CWI stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 300,000,000 shares authorized; 130,427,229 and
129,395,679 shares issued, respectively; and 129,941,188 and 129,083,977 shares
outstanding, respectively
|
130
|
|
|
129
|
|
||
Additional paid-in capital
|
1,088,861
|
|
|
1,078,768
|
|
||
Distributions and accumulated losses
|
(171,930
|
)
|
|
(142,123
|
)
|
||
Accumulated other comprehensive loss
|
(1,402
|
)
|
|
(517
|
)
|
||
Less: treasury stock at cost, 486,041 and 311,702 shares, respectively
|
(4,717
|
)
|
|
(3,000
|
)
|
||
Total CWI Incorporated stockholders’ equity
|
910,942
|
|
|
933,257
|
|
||
Noncontrolling interests
|
11,850
|
|
|
13,688
|
|
||
Total equity
|
922,792
|
|
|
946,945
|
|
||
Total liabilities and equity
|
$
|
2,047,503
|
|
|
$
|
2,002,255
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenues
|
|
|
|
||||
Hotel Revenues
|
|
|
|
||||
Rooms
|
$
|
76,107
|
|
|
$
|
40,216
|
|
Food and beverage
|
23,832
|
|
|
13,204
|
|
||
Other hotel income
|
9,848
|
|
|
6,265
|
|
||
Total Hotel Revenues
|
109,787
|
|
|
59,685
|
|
||
Operating Expenses
|
|
|
|
||||
Hotel Expenses
|
|
|
|
||||
Rooms
|
17,191
|
|
|
12,878
|
|
||
Food and beverage
|
17,027
|
|
|
10,148
|
|
||
Other hotel operating expenses
|
5,279
|
|
|
3,484
|
|
||
Sales and marketing
|
11,585
|
|
|
5,466
|
|
||
General and administrative
|
9,606
|
|
|
5,390
|
|
||
Property taxes, insurance, rent and other
|
11,530
|
|
|
4,559
|
|
||
Repairs and maintenance
|
4,489
|
|
|
2,598
|
|
||
Utilities
|
3,378
|
|
|
2,168
|
|
||
Management fees
|
2,628
|
|
|
1,202
|
|
||
Depreciation and amortization
|
14,300
|
|
|
8,919
|
|
||
Total Hotel Expenses
|
97,013
|
|
|
56,812
|
|
||
|
|
|
|
||||
Other Operating Expenses
|
|
|
|
||||
Acquisition-related expenses
|
6,388
|
|
|
379
|
|
||
Corporate general and administrative expenses
|
2,986
|
|
|
2,629
|
|
||
Asset management fees to affiliate and other
|
2,569
|
|
|
1,417
|
|
||
Total Other Operating Expenses
|
11,943
|
|
|
4,425
|
|
||
Operating Income (Loss)
|
831
|
|
|
(1,552
|
)
|
||
Other Income and (Expenses)
|
|
|
|
||||
Interest expense
|
(11,495
|
)
|
|
(6,953
|
)
|
||
Equity in earnings of equity method investments in real estate
|
660
|
|
|
125
|
|
||
Other income and (expenses)
|
(136
|
)
|
|
11
|
|
||
|
(10,971
|
)
|
|
(6,817
|
)
|
||
Loss from Operations Before Income Taxes
|
(10,140
|
)
|
|
(8,369
|
)
|
||
Provision for income taxes
|
(1,011
|
)
|
|
(417
|
)
|
||
Net Loss
|
(11,151
|
)
|
|
(8,786
|
)
|
||
(Income) loss attributable to noncontrolling interest (inclusive of Available Cash Distributions to a related party of $1,847 and $946, respectively)
|
(803
|
)
|
|
212
|
|
||
Net Loss Attributable to CWI Stockholders
|
$
|
(11,954
|
)
|
|
$
|
(8,574
|
)
|
Basic and Diluted Loss Per Share
|
$
|
(0.09
|
)
|
|
$
|
(0.13
|
)
|
Basic and Diluted Weighted-Average Shares Outstanding
|
129,842,946
|
|
|
68,575,077
|
|
||
|
|
|
|
||||
Distributions Declared Per Share
|
$
|
0.1375
|
|
|
$
|
0.1375
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net Loss
|
$
|
(11,151
|
)
|
|
$
|
(8,786
|
)
|
Other Comprehensive Loss
|
|
|
|
||||
Other comprehensive loss before reclassifications — unrealized loss on derivative instruments
|
(1,731
|
)
|
|
(681
|
)
|
||
Amounts reclassified from accumulated other comprehensive loss to interest expense — loss on derivative instruments
|
404
|
|
|
412
|
|
||
Amounts reclassified from accumulated other comprehensive loss to Equity in earnings of equity method investment in real estate — loss on derivative instruments
|
132
|
|
|
132
|
|
||
Comprehensive Loss
|
(12,346
|
)
|
|
(8,923
|
)
|
||
|
|
|
|
||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
||||
Net (income) loss
|
(803
|
)
|
|
212
|
|
||
Change in unrealized loss on derivative instruments
|
310
|
|
|
235
|
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
(493
|
)
|
|
447
|
|
||
Comprehensive Loss Attributable to CWI Stockholders
|
$
|
(12,839
|
)
|
|
$
|
(8,476
|
)
|
|
CWI Stockholders
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Distributions
and Accumulated
Losses
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
Total CWI
Stockholders
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2015
|
129,083,977
|
|
|
$
|
129
|
|
|
$
|
1,078,768
|
|
|
$
|
(142,123
|
)
|
|
$
|
(517
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
933,257
|
|
|
$
|
13,688
|
|
|
$
|
946,945
|
|
Net loss
|
|
|
|
|
|
|
(11,954
|
)
|
|
|
|
|
|
(11,954
|
)
|
|
803
|
|
|
(11,151
|
)
|
|||||||||||||
Shares issued, net of offering costs
|
935,081
|
|
|
1
|
|
|
9,026
|
|
|
|
|
|
|
|
|
9,027
|
|
|
|
|
9,027
|
|
||||||||||||
Shares issued to affiliates
|
96,469
|
|
|
|
|
994
|
|
|
|
|
|
|
|
|
994
|
|
|
|
|
994
|
|
|||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(2,331
|
)
|
|
(2,331
|
)
|
||||||||||||||
Shares issued under share incentive plans
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
73
|
|
||||||||||||||
Distributions declared ($0.1375 per share)
|
|
|
|
|
|
|
(17,853
|
)
|
|
|
|
|
|
(17,853
|
)
|
|
|
|
(17,853
|
)
|
||||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Change in net unrealized loss on derivative instruments
|
|
|
|
|
|
|
|
|
(885
|
)
|
|
|
|
(885
|
)
|
|
(310
|
)
|
|
(1,195
|
)
|
|||||||||||||
Repurchase of shares
|
(174,339
|
)
|
|
|
|
|
|
|
|
|
|
(1,717
|
)
|
|
(1,717
|
)
|
|
|
|
(1,717
|
)
|
|||||||||||||
Balance at March 31, 2015
|
129,941,188
|
|
|
$
|
130
|
|
|
$
|
1,088,861
|
|
|
$
|
(171,930
|
)
|
|
$
|
(1,402
|
)
|
|
$
|
(4,717
|
)
|
|
$
|
910,942
|
|
|
$
|
11,850
|
|
|
$
|
922,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance at January 1, 2014
|
67,703,835
|
|
|
$
|
68
|
|
|
$
|
525,000
|
|
|
$
|
(62,868
|
)
|
|
$
|
(136
|
)
|
|
$
|
(525
|
)
|
|
$
|
461,539
|
|
|
$
|
12,746
|
|
|
$
|
474,285
|
|
Net loss
|
|
|
|
|
|
|
(8,574
|
)
|
|
|
|
|
|
(8,574
|
)
|
|
(212
|
)
|
|
(8,786
|
)
|
|||||||||||||
Shares issued, net of offering costs
|
2,396,341
|
|
|
2
|
|
|
21,783
|
|
|
|
|
|
|
|
|
21,785
|
|
|
|
|
21,785
|
|
||||||||||||
Shares issued to affiliates
|
152,619
|
|
|
|
|
1,338
|
|
|
|
|
|
|
|
|
1,338
|
|
|
|
|
1,338
|
|
|||||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(946
|
)
|
|
(946
|
)
|
||||||||||||||
Shares issued under share incentive plans
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
29
|
|
|
|
|
29
|
|
||||||||||||||
Distributions declared ($0.1375 per share)
|
|
|
|
|
|
|
(9,428
|
)
|
|
|
|
|
|
(9,428
|
)
|
|
|
|
(9,428
|
)
|
||||||||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Change in net unrealized gain (loss) on derivative instruments
|
|
|
|
|
|
|
|
|
98
|
|
|
|
|
98
|
|
|
(235
|
)
|
|
(137
|
)
|
|||||||||||||
Repurchase of shares
|
(60,755
|
)
|
|
|
|
|
|
|
|
|
|
(587
|
)
|
|
(587
|
)
|
|
|
|
(587
|
)
|
|||||||||||||
Balance at March 31, 2014
|
70,192,040
|
|
|
$
|
70
|
|
|
$
|
548,150
|
|
|
$
|
(80,870
|
)
|
|
$
|
(38
|
)
|
|
$
|
(1,112
|
)
|
|
$
|
466,200
|
|
|
$
|
11,353
|
|
|
$
|
477,553
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash Flows — Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(11,151
|
)
|
|
$
|
(8,786
|
)
|
Adjustments to net loss:
|
|
|
|
||||
Depreciation and amortization
|
14,300
|
|
|
8,919
|
|
||
Straight-line rent adjustments
|
1,342
|
|
|
603
|
|
||
Amortization of deferred financing costs, ground lease intangible and other
|
519
|
|
|
487
|
|
||
Equity in earnings of equity method investments in real estate in excess of distributions
received
|
(533
|
)
|
|
(125
|
)
|
||
Amortization of share incentive plans
|
73
|
|
|
29
|
|
||
Asset management fees and reimbursable costs to affiliates settled in shares
|
—
|
|
|
1,402
|
|
||
Increase (decrease) in due to related parties and affiliates
|
6,074
|
|
|
(3,254
|
)
|
||
Receipt of key money and other deferred incentive payments
|
2,713
|
|
|
—
|
|
||
Net changes in other operating assets and liabilities
|
2,593
|
|
|
928
|
|
||
Net Cash Provided by Operating Activities
|
15,930
|
|
|
203
|
|
||
|
|
|
|
||||
Cash Flows — Investing Activities
|
|
|
|
||||
Acquisition of hotels
|
(207,914
|
)
|
|
—
|
|
||
Funds released from escrow
|
19,889
|
|
|
13,930
|
|
||
Funds placed in escrow
|
(16,661
|
)
|
|
(12,372
|
)
|
||
Capital expenditures
|
(13,698
|
)
|
|
(4,994
|
)
|
||
Deposits for hotel investments
|
(2,100
|
)
|
|
(8,230
|
)
|
||
Distributions received from equity investments in excess of equity income
|
282
|
|
|
127
|
|
||
Net Cash Used in Investing Activities
|
(220,202
|
)
|
|
(11,539
|
)
|
||
|
|
|
|
||||
Cash Flows — Financing Activities
|
|
|
|
||||
Proceeds from mortgage financing
|
55,500
|
|
|
—
|
|
||
Distributions paid
|
(14,859
|
)
|
|
(9,309
|
)
|
||
Scheduled payments and prepayments of mortgage principal
|
(10,399
|
)
|
|
(493
|
)
|
||
Proceeds from issuance of shares, net of offering costs
|
8,772
|
|
|
20,338
|
|
||
Distributions to noncontrolling interests
|
(2,331
|
)
|
|
(946
|
)
|
||
Deposits for mortgage financing
|
(1,914
|
)
|
|
(183
|
)
|
||
Purchase of treasury stock
|
(1,717
|
)
|
|
(587
|
)
|
||
Deferred financing costs
|
(558
|
)
|
|
—
|
|
||
Purchase of interest rate cap
|
(35
|
)
|
|
—
|
|
||
Net Cash Provided by Financing Activities
|
32,459
|
|
|
8,820
|
|
||
|
|
|
|
||||
Change in Cash During the Period
|
|
|
|
||||
Net decrease in cash
|
(171,813
|
)
|
|
(2,516
|
)
|
||
Cash, beginning of period
|
330,811
|
|
|
109,373
|
|
||
Cash, end of period
|
$
|
158,998
|
|
|
$
|
106,857
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Amounts Included in the Consolidated Statements of Operations
|
|
|
|
||||
Acquisition fees
|
$
|
5,682
|
|
|
$
|
—
|
|
Asset management fees
|
2,553
|
|
|
1,402
|
|
||
Personnel and overhead reimbursements
|
1,848
|
|
|
1,315
|
|
||
Available Cash Distribution
|
1,847
|
|
|
946
|
|
||
|
$
|
11,930
|
|
|
$
|
3,663
|
|
|
|
|
|
||||
Other Transaction Fees Incurred
|
|
|
|
||||
Selling commissions and dealer manager fees
|
$
|
—
|
|
|
$
|
1,773
|
|
Offering costs
|
127
|
|
|
726
|
|
||
|
$
|
127
|
|
|
$
|
2,499
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Amounts Due to Related Parties and Affiliates
|
|
|
|
||||
Other amounts due to our advisor
|
$
|
6,499
|
|
|
$
|
965
|
|
Reimbursable costs
|
1,674
|
|
|
338
|
|
||
Due to joint venture partners
|
404
|
|
|
367
|
|
||
Organization and offering costs due to our advisor
|
70
|
|
|
322
|
|
||
Due to WPC
|
71
|
|
|
67
|
|
||
|
$
|
8,718
|
|
|
$
|
2,059
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Buildings
|
$
|
1,301,567
|
|
|
$
|
1,226,880
|
|
Land
|
217,312
|
|
|
214,522
|
|
||
Furniture, fixtures and equipment
|
90,665
|
|
|
88,464
|
|
||
Building and site improvements
|
23,158
|
|
|
21,989
|
|
||
Construction in progress
|
30,476
|
|
|
17,345
|
|
||
Hotels, at cost
|
1,663,178
|
|
|
1,569,200
|
|
||
Less: Accumulated depreciation
|
(72,214
|
)
|
|
(59,903
|
)
|
||
Net investments in hotels
|
$
|
1,590,964
|
|
|
$
|
1,509,297
|
|
|
2015 Acquisitions
|
||||||
|
Westin Minneapolis
|
|
Westin
Pasadena
|
||||
Cash consideration
|
$
|
66,176
|
|
|
$
|
141,738
|
|
Assets acquired at fair value:
|
|
|
|
||||
Land
|
$
|
6,405
|
|
|
$
|
22,785
|
|
Buildings and improvements
|
57,105
|
|
|
112,215
|
|
||
Furniture, fixtures and equipment
|
2,846
|
|
|
7,379
|
|
||
Accounts receivable
|
97
|
|
|
94
|
|
||
Other assets
|
164
|
|
|
608
|
|
||
Liabilities assumed at fair value:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
(441
|
)
|
|
(1,343
|
)
|
||
Net assets acquired at fair value
|
$
|
66,176
|
|
|
$
|
141,738
|
|
|
For the Period from
|
||||||
|
February 12, 2015
through
March 31, 2015
|
|
March 19, 2015
through March 31, 2015 |
||||
Revenues
|
$
|
1,724
|
|
|
$
|
1,107
|
|
Net income
|
$
|
146
|
|
|
$
|
309
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Buildings
|
$
|
94,375
|
|
|
$
|
—
|
|
Land
|
26,400
|
|
|
—
|
|
||
Furniture, fixtures and equipment
|
9,102
|
|
|
—
|
|
||
Construction in progress and improvements
|
797
|
|
|
—
|
|
||
Less: Accumulated depreciation
|
(1,794
|
)
|
|
—
|
|
||
Assets held for sale
|
$
|
128,880
|
|
|
$
|
—
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Pro forma total revenues
|
$
|
116,969
|
|
|
$
|
70,283
|
|
|
|
|
|
||||
Pro forma net loss
|
$
|
(4,271
|
)
|
|
$
|
(14,568
|
)
|
Pro forma (income) loss from continuing operations attributable to noncontrolling interests
|
(803
|
)
|
|
212
|
|
||
Pro forma loss from continuing operations attributable to CWI stockholders
|
$
|
(5,074
|
)
|
|
$
|
(14,356
|
)
|
Pro forma loss per share:
|
|
|
|
||||
Net loss attributable to CWI stockholders
|
$
|
(0.04
|
)
|
|
$
|
(0.17
|
)
|
Pro forma weighted-average shares outstanding
|
129,842,946
|
|
|
86,513,512
|
|
Hotels
|
|
State
|
|
Number
of Rooms
|
|
% Owned
|
|
Our Initial
Investment
(a)
|
|
Acquisition Date
|
|
Hotel Type
|
|
Renovation
Status at
March 31, 2015
|
|
Carrying Value at
|
||||||||||
|
|
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
Unconsolidated Hotels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Hyatt French Quarter Venture
(b)
|
|
Louisiana
|
|
254
|
|
|
80
|
%
|
|
$
|
13,000
|
|
|
9/6/2011
|
|
Full-service
|
|
Completed
|
|
$
|
4,675
|
|
|
$
|
4,197
|
|
Westin Atlanta
Venture
(c)
|
|
Georgia
|
|
372
|
|
|
57
|
%
|
|
13,170
|
|
|
10/3/2012
|
|
Full-service
|
|
Completed
|
|
8,523
|
|
|
8,980
|
|
|||
|
|
|
|
626
|
|
|
|
|
$
|
26,170
|
|
|
|
|
|
|
|
|
$
|
13,198
|
|
|
$
|
13,177
|
|
(a)
|
This amount represents purchase price plus capitalized costs, inclusive of fees paid to our advisor, at the time of acquisition.
|
(b)
|
We received cash distributions of
$0.1 million
from this investment during the
three months ended March 31, 2015
.
|
(c)
|
We received cash distributions of
$0.3 million
from this investment during the
three months ended March 31, 2015
.
|
|
|
Three Months Ended March 31,
|
||||||
Venture
|
|
2015
|
|
2014
|
||||
Hyatt French Quarter Venture
|
|
$
|
835
|
|
|
$
|
371
|
|
Westin Atlanta Venture
|
|
(175
|
)
|
|
(246
|
)
|
||
|
|
$
|
660
|
|
|
$
|
125
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Amortization Period (years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
||||||||||||
Amortizable Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Villa Rental Program
|
45
|
|
$
|
31,700
|
|
|
$
|
(1,013
|
)
|
|
$
|
30,687
|
|
|
$
|
31,700
|
|
|
$
|
(837
|
)
|
|
$
|
30,863
|
|
Below-market hotel ground leases
|
73.5
–
92.5
|
|
9,446
|
|
|
(170
|
)
|
|
9,276
|
|
|
9,446
|
|
|
(144
|
)
|
|
9,302
|
|
||||||
Below-market hotel parking garage lease
|
92.5
|
|
1,490
|
|
|
(27
|
)
|
|
1,463
|
|
|
1,490
|
|
|
(23
|
)
|
|
1,467
|
|
||||||
In-place leases
|
1 – 21
|
|
317
|
|
|
(98
|
)
|
|
219
|
|
|
317
|
|
|
(80
|
)
|
|
237
|
|
||||||
Total intangible assets, net
|
|
|
$
|
42,953
|
|
|
$
|
(1,308
|
)
|
|
$
|
41,645
|
|
|
$
|
42,953
|
|
|
$
|
(1,084
|
)
|
|
$
|
41,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortizable Intangible Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above-market hotel ground lease
|
85
|
|
$
|
(2,100
|
)
|
|
$
|
21
|
|
|
$
|
(2,079
|
)
|
|
$
|
(2,100
|
)
|
|
$
|
15
|
|
|
$
|
(2,085
|
)
|
Years Ending December 31,
|
|
Increase to Depreciation and Amortization
|
|
Increase to Property Taxes, Insurance and Rent
|
|
Total
|
||||||
2015 (remainder)
|
|
$
|
583
|
|
|
$
|
71
|
|
|
$
|
654
|
|
2016
|
|
766
|
|
|
95
|
|
|
861
|
|
|||
2017
|
|
731
|
|
|
95
|
|
|
826
|
|
|||
2018
|
|
720
|
|
|
95
|
|
|
815
|
|
|||
2019
|
|
720
|
|
|
95
|
|
|
815
|
|
|||
Thereafter
|
|
27,386
|
|
|
8,209
|
|
|
35,595
|
|
|||
Total
|
|
$
|
30,906
|
|
|
$
|
8,660
|
|
|
$
|
39,566
|
|
Derivatives Designated
|
|
|
|
Asset Derivatives Fair Value at
|
|
Liability Derivatives Fair Value at
|
||||||||||||
as Hedging Instruments
|
|
Balance Sheet Location
|
|
March 31, 2015
|
|
December 31, 2014
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||
Interest rate swaps
|
|
Other assets
|
|
$
|
43
|
|
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate caps
|
|
Other assets
|
|
120
|
|
|
218
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
(1,209
|
)
|
|
(690
|
)
|
||||
|
|
|
|
$
|
163
|
|
|
$
|
564
|
|
|
$
|
(1,209
|
)
|
|
$
|
(690
|
)
|
|
|
Number of
|
|
Face
|
|
Fair Value at
|
||||
Interest Rate Derivatives
|
|
Instruments
|
|
Amount
|
|
March 31, 2015
|
||||
Interest rate swaps
|
|
5
|
|
$
|
203,500
|
|
|
$
|
(1,166
|
)
|
Interest rate caps
|
|
4
|
|
125,250
|
|
|
120
|
|
||
|
|
|
|
|
|
$
|
(1,046
|
)
|
|
|
|
|
|
|
|
|
Carrying Amount at
|
||||||
Consolidated Hotels
|
|
Interest Rate
|
|
Rate Type
|
|
Current Maturity Date
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Lake Arrowhead Resort and Spa
(a)
|
|
4.34%
|
|
Fixed
|
|
7/2015
|
|
$
|
17,977
|
|
|
$
|
17,955
|
|
Hawks Cay Resort
(b) (c)
|
|
5.74%
|
|
Variable
|
|
11/2016
|
|
79,000
|
|
|
79,000
|
|
||
Courtyard Pittsburgh Shadyside
(c) (d)
|
|
4.09%
|
|
Variable
|
|
3/2017
|
|
20,800
|
|
|
21,000
|
|
||
Sanderling Resort
(b) (c)
|
|
4.67%
|
|
Variable
|
|
10/2017
|
|
22,000
|
|
|
22,000
|
|
||
Courtyard San Diego Mission Valley
(b) (c)
|
|
4.60%
|
|
Variable
|
|
12/2017
|
|
50,150
|
|
|
50,420
|
|
||
Hampton Inn Memphis Beale Street
|
|
4.07%
|
|
Fixed
|
|
3/2018
|
|
21,445
|
|
|
21,585
|
|
||
Hampton Inn Atlanta Downtown
|
|
4.12%
|
|
Fixed
|
|
3/2018
|
|
13,290
|
|
|
13,370
|
|
||
Hampton Inn Birmingham Colonnade
|
|
4.12%
|
|
Fixed
|
|
3/2018
|
|
9,186
|
|
|
9,241
|
|
||
Hampton Inn Frisco Legacy Park
|
|
4.12%
|
|
Fixed
|
|
3/2018
|
|
8,990
|
|
|
9,045
|
|
||
Hilton Garden Inn Baton Rouge Airport
|
|
4.12%
|
|
Fixed
|
|
3/2018
|
|
9,577
|
|
|
9,635
|
|
||
Hampton Inn Boston Braintree
(b) (c)
|
|
3.18%
|
|
Variable
|
|
3/2018
|
|
12,000
|
|
|
9,500
|
|
||
Fairmont Sonoma Mission Inn & Spa
(c)
|
|
4.13%
|
|
Variable
|
|
7/2018
|
|
44,000
|
|
|
44,000
|
|
||
Sheraton Austin Hotel at the Capitol
|
|
3.96%
|
|
Fixed
|
|
6/2019
|
|
67,000
|
|
|
67,000
|
|
||
Marriott Boca Raton at Boca Center
(c)
(e)
|
|
3.42%
|
|
Variable
|
|
7/2019
|
|
34,000
|
|
|
34,000
|
|
||
Hilton Garden Inn New Orleans French Quarter/CBD
|
|
5.30%
|
|
Fixed
|
|
7/2019
|
|
10,752
|
|
|
10,793
|
|
||
Marriott Sawgrass Golf Resort and Spa
(c) (f)
|
|
4.03%
|
|
Variable
|
|
11/2019
|
|
66,700
|
|
|
66,700
|
|
||
Staybridge Suites Savannah Historic District
|
|
4.70%
|
|
Fixed
|
|
11/2019
|
|
14,850
|
|
|
14,850
|
|
||
Hutton Hotel Nashville
|
|
5.25%
|
|
Fixed
|
|
7/2020
|
|
44,000
|
|
|
44,000
|
|
||
Renaissance Chicago Downtown
|
|
4.71%
|
|
Fixed
|
|
1/2021
|
|
90,000
|
|
|
90,000
|
|
||
Courtyard Times Square West
|
|
4.62%
|
|
Fixed
|
|
6/2021
|
|
56,000
|
|
|
56,000
|
|
||
Hampton Inn & Suites/Homewood Suites Denver Downtown Convention Center
|
|
3.80%
|
|
Fixed
|
|
7/2021
|
|
53,000
|
|
|
53,000
|
|
||
Marriott Kansas City Country Club Plaza
|
|
4.42%
|
|
Fixed
|
|
12/2021
|
|
38,500
|
|
|
38,500
|
|
||
Westin Minneapolis
|
|
3.63%
|
|
Fixed
|
|
3/2022
|
|
43,500
|
|
|
—
|
|
||
Holiday Inn Manhattan 6th Avenue Chelsea
|
|
4.49%
|
|
Fixed
|
|
6/2023
|
|
80,000
|
|
|
80,000
|
|
||
Hyatt Place Austin Downtown
|
|
4.88%
|
|
Fixed
|
|
4/2024
|
|
56,500
|
|
|
56,500
|
|
||
Marriott Raleigh City Center
(g)
|
|
4.61%
|
|
Fixed
|
|
9/2038
|
|
51,500
|
|
|
51,500
|
|
||
|
|
|
|
|
|
|
|
$
|
1,014,717
|
|
|
$
|
969,594
|
|
(a)
|
The loan agreement allows early settlement at any time prior to maturity upon 60 days notice with no penalty at a discounted amount comprised of a discounted payoff of
$16.0 million
and a lender participation payment of up to
$2.0 million
, provided there is no uncured event of default under the loan agreement or the cash management agreement. The non-discounted principal balance of the debt is
$27.4 million
.
|
(b)
|
These loans each have two one-year extension options. All of these extensions are subject to certain conditions. The maturity dates in the table do not reflect extension options.
|
(c)
|
These mortgage loans have variable interest rates, which have effectively been capped or converted to fixed rates through the use of interest rate caps or swaps (
Note 8
). The interest rates presented for these mortgage loans reflect the rate in effect at
March 31, 2015
through the use of an interest rate cap or swap, when applicable.
|
(d)
|
The mortgage loan has a one-year extension option. The extension is subject to certain conditions. The maturity date in the table does not reflect the extension option.
|
(e)
|
Total mortgage financing commitment is up to
$41.0 million
, with the difference between the commitment and the carrying amount available for renovation draws.
|
(f)
|
This debt is attributable to an Asset held for sale (
Note 4
). Total mortgage financing commitment is up to
$78.0 million
, with the difference between the commitment and the carrying amount available for renovation draws.
|
(g)
|
The mortgage loan includes a call option by the lender, with the earliest repayment date being September 1, 2018.
|
Years Ending December 31,
|
|
Total
|
||
2015 (remainder)
|
|
$
|
21,490
|
|
2016
|
|
85,802
|
|
|
2017
|
|
98,351
|
|
|
2018
|
|
172,706
|
|
|
2019
|
|
197,942
|
|
|
Thereafter through 2038
|
|
438,449
|
|
|
|
|
1,014,740
|
|
|
Fair market value adjustment
(a)
|
|
(23
|
)
|
|
Total
|
|
$
|
1,014,717
|
|
(a)
|
Represents the unamortized fair market value adjustment recorded as of
March 31, 2015
in connection with the assumption of the Lake Arrowhead Resort and Spa mortgage loan as part of the acquisition of that hotel in July 2012.
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Capital commitments
|
|
$
|
109,000
|
|
|
$
|
100,600
|
|
Less: paid
|
|
(25,054
|
)
|
|
(16,363
|
)
|
||
Unpaid commitments
|
|
83,946
|
|
|
84,237
|
|
||
Less: amount held in escrow
|
|
(38,948
|
)
|
|
(44,080
|
)
|
||
Unfunded commitments
|
|
$
|
44,998
|
|
|
$
|
40,157
|
|
Years Ending December 31,
|
|
Total
|
||
2015 (remainder)
|
|
$
|
2,285
|
|
2016
|
|
3,110
|
|
|
2017
|
|
3,181
|
|
|
2018
|
|
3,254
|
|
|
2019
|
|
3,328
|
|
|
Thereafter through 2106
|
|
658,004
|
|
|
Total
|
|
$
|
673,162
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Hotel revenues
|
$
|
109,787
|
|
|
$
|
59,685
|
|
Acquisition-related expenses
|
6,388
|
|
|
379
|
|
||
Net loss attributable to CWI stockholders
|
(11,954
|
)
|
|
(8,574
|
)
|
||
|
|
|
|
||||
Cash distributions paid
|
14,859
|
|
|
9,309
|
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
15,930
|
|
|
203
|
|
||
Net cash used in investing activities
|
(220,202
|
)
|
|
(11,539
|
)
|
||
Net cash provided by financing activities
|
32,459
|
|
|
8,820
|
|
||
|
|
|
|
||||
Supplemental financial measures:
(a)
|
|
|
|
||||
FFO
|
831
|
|
|
(412
|
)
|
||
MFFO
|
8,815
|
|
|
225
|
|
||
|
|
|
|
||||
Combined Portfolio Data
(b)
|
|
|
|
||||
Occupancy
|
72.5
|
%
|
|
70.6
|
%
|
||
ADR
|
$
|
188.04
|
|
|
$
|
176.50
|
|
RevPAR
|
136.33
|
|
|
124.68
|
|
(a)
|
We consider the performance metrics listed above, including funds from (used in) operations, or FFO, and modified funds from operations, or MFFO, which are supplemental measures that are not defined by GAAP, or non-GAAP, to be important measures in the evaluation of our results of operations, liquidity, and capital resources. We evaluate our results of operations with a primary focus on the ability to generate cash flow necessary to meet our objective of funding distributions to stockholders. See
Supplemental Financial Measures
below for our definitions of these non-GAAP measures and reconciliations to their most directly comparable GAAP measures.
|
(b)
|
Represents portfolio data for our Consolidated Hotels.
|
Hotels
|
|
State
|
|
Number
of Rooms
|
|
% Owned
|
|
Our
Initial
Investment
|
|
Acquisition Date
|
|
Hotel Type
|
|
Renovation Status at
March 31, 2015
|
||||
Consolidated Hotels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2012 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hampton Inn Boston Braintree
|
|
MA
|
|
103
|
|
|
100
|
%
|
|
$
|
12,500
|
|
|
5/31/2012
|
|
Select-service
|
|
Completed
|
Hilton Garden Inn New Orleans French Quarter/CBD
|
|
LA
|
|
155
|
|
|
88
|
%
|
|
16,176
|
|
|
6/8/2012
|
|
Select-service
|
|
Completed
|
|
Lake Arrowhead Resort and Spa
(a)
|
|
CA
|
|
173
|
|
|
97
|
%
|
|
24,039
|
|
|
7/9/2012
|
|
Resort
|
|
Completed
|
|
Courtyard San Diego Mission Valley
|
|
CA
|
|
317
|
|
|
100
|
%
|
|
85,000
|
|
|
12/6/2012
|
|
Select-service
|
|
Planned future
|
|
2013 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hampton Inn Atlanta Downtown
|
|
GA
|
|
119
|
|
|
100
|
%
|
|
18,000
|
|
|
2/14/2013
|
|
Select-service
|
|
Completed
|
|
Hampton Inn Frisco Legacy Park
|
|
TX
|
|
105
|
|
|
100
|
%
|
|
16,100
|
|
|
2/14/2013
|
|
Select-service
|
|
Completed
|
|
Hampton Inn Memphis Beale Street
|
|
TN
|
|
144
|
|
|
100
|
%
|
|
30,000
|
|
|
2/14/2013
|
|
Select-service
|
|
Completed
|
|
Hampton Inn Birmingham Colonnade
|
|
AL
|
|
133
|
|
|
100
|
%
|
|
15,500
|
|
|
2/14/2013
|
|
Select-service
|
|
Completed
|
|
Hilton Garden Inn Baton Rouge Airport
|
|
LA
|
|
131
|
|
|
100
|
%
|
|
15,000
|
|
|
2/14/2013
|
|
Select-service
|
|
Completed
|
|
Courtyard Pittsburgh Shadyside
|
|
PA
|
|
132
|
|
|
100
|
%
|
|
29,900
|
|
|
3/12/2013
|
|
Select-service
|
|
Completed
|
|
Hutton Hotel Nashville
|
|
TN
|
|
247
|
|
|
100
|
%
|
|
73,600
|
|
|
5/29/2013
|
|
Full-service
|
|
None planned
|
|
Holiday Inn Manhattan 6th Avenue
Chelsea
|
|
NY
|
|
226
|
|
|
100
|
%
|
|
113,000
|
|
|
6/6/2013
|
|
Full-service
|
|
Completed
|
|
Fairmont Sonoma Mission Inn & Spa
|
|
CA
|
|
226
|
|
|
75
|
%
|
|
76,647
|
|
|
7/10/2013
|
|
Resort
|
|
In progress
|
|
Marriott Raleigh City Center
|
|
NC
|
|
400
|
|
|
100
|
%
|
|
82,193
|
|
|
8/13/2013
|
|
Full-service
|
|
Completed
|
|
Hawks Cay Resort
(b)
|
|
FL
|
|
432
|
|
|
100
|
%
|
|
131,301
|
|
|
10/23/2013
|
|
Resort
|
|
In progress
|
|
Renaissance Chicago Downtown
|
|
IL
|
|
553
|
|
|
100
|
%
|
|
134,939
|
|
|
12/20/2013
|
|
Full-service
|
|
In progress
|
|
2014 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hyatt Place Austin Downtown
|
|
TX
|
|
296
|
|
|
100
|
%
|
|
86,673
|
|
|
4/1/2014
|
|
Select-service
|
|
None planned
|
|
Courtyard Times Square West
|
|
NY
|
|
224
|
|
|
100
|
%
|
|
87,443
|
|
|
5/27/2014
|
|
Select-service
|
|
None planned
|
|
Sheraton Austin Hotel at the Capitol
|
|
TX
|
|
363
|
|
|
80
|
%
|
|
90,220
|
|
|
5/28/2014
|
|
Full-service
|
|
Planned future
|
|
Marriott Boca Raton at Boca Center
|
|
FL
|
|
256
|
|
|
100
|
%
|
|
61,794
|
|
|
6/12/2014
|
|
Full-service
|
|
Planned future
|
|
Hampton Inn & Suites/Homewood Suites Denver Downtown Convention Center
|
|
CO
|
|
302
|
|
|
100
|
%
|
|
81,262
|
|
|
6/25/2014
|
|
Select-service
|
|
None planned
|
|
Marriott Sawgrass Golf Resort and Spa
|
|
FL
|
|
511
|
|
|
100
|
%
|
|
128,124
|
|
|
10/3/2014
|
|
Resort
|
|
Planned future
|
|
Sanderling Resort
|
|
NC
|
|
106
|
|
|
100
|
%
|
|
37,052
|
|
|
10/28/2014
|
|
Resort
|
|
In progress
|
|
Staybridge Suites Savannah Historic District
|
|
GA
|
|
104
|
|
|
100
|
%
|
|
22,922
|
|
|
10/30/2014
|
|
Select-service
|
|
None planned
|
|
Marriott Kansas City Country Club Plaza
|
|
MO
|
|
295
|
|
|
100
|
%
|
|
56,644
|
|
|
11/18/2014
|
|
Full-service
|
|
Planned future
|
|
2015 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Westin Minneapolis
|
|
MN
|
|
214
|
|
|
100
|
%
|
|
66,176
|
|
|
2/12/2015
|
|
Full-service
|
|
Planned future
|
|
Westin Pasadena
|
|
CA
|
|
350
|
|
|
100
|
%
|
|
141,738
|
|
|
3/19/2015
|
|
Full-service
|
|
Planned future
|
|
|
|
|
|
6,617
|
|
|
|
|
$
|
1,733,943
|
|
|
|
|
|
|
|
(a)
|
This hotel is a member of the Marriott Autograph Collection.
|
(b)
|
Includes 255 two-, three- and four-bedroom privately-owned villas that participate in the Villa Rental Program.
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
Hotel Revenues
|
$
|
109,787
|
|
|
$
|
59,685
|
|
|
$
|
50,102
|
|
|
|
|
|
|
|
||||||
Hotel Expenses
|
97,013
|
|
|
56,812
|
|
|
40,201
|
|
|||
|
|
|
|
|
|
||||||
Other Operating Expenses
|
|
|
|
|
|
||||||
Acquisition-related expenses
|
6,388
|
|
|
379
|
|
|
6,009
|
|
|||
Corporate general and administrative expenses
|
2,986
|
|
|
2,629
|
|
|
357
|
|
|||
Asset management fees to affiliate and other
|
2,569
|
|
|
1,417
|
|
|
1,152
|
|
|||
|
11,943
|
|
|
4,425
|
|
|
7,518
|
|
|||
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
831
|
|
|
(1,552
|
)
|
|
2,383
|
|
|||
|
|
|
|
|
|
||||||
Other Income and (Expenses)
|
|
|
|
|
|
||||||
Interest expense
|
(11,495
|
)
|
|
(6,953
|
)
|
|
(4,542
|
)
|
|||
Equity in earnings of equity method investments in real estate
|
660
|
|
|
125
|
|
|
535
|
|
|||
Other income and (expenses)
|
(136
|
)
|
|
11
|
|
|
(147
|
)
|
|||
|
(10,971
|
)
|
|
(6,817
|
)
|
|
(4,154
|
)
|
|||
|
|
|
|
|
|
||||||
Loss from Operations Before Income Taxes
|
(10,140
|
)
|
|
(8,369
|
)
|
|
(1,771
|
)
|
|||
Provision for income taxes
|
(1,011
|
)
|
|
(417
|
)
|
|
(594
|
)
|
|||
Net Loss
|
(11,151
|
)
|
|
(8,786
|
)
|
|
(2,365
|
)
|
|||
(Income) loss attributable to noncontrolling interests
|
(803
|
)
|
|
212
|
|
|
(1,015
|
)
|
|||
Net Loss Attributable to CWI Stockholders
|
$
|
(11,954
|
)
|
|
$
|
(8,574
|
)
|
|
$
|
(3,380
|
)
|
|
|
Three Months Ended March 31,
|
||||||
Recently Acquired Hotels
|
|
2015
|
|
2014
|
||||
Occupancy Rate
|
|
77.8
|
%
|
|
—
|
%
|
||
ADR
|
|
$
|
188.80
|
|
|
$
|
—
|
|
RevPAR
|
|
$
|
146.83
|
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
Held for Sale Hotel
|
|
2015
|
|
2014
|
||||
Occupancy Rate
|
|
70.4
|
%
|
|
—
|
%
|
||
ADR
|
|
$
|
169.32
|
|
|
$
|
—
|
|
RevPAR
|
|
$
|
119.21
|
|
|
$
|
—
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Carrying Value
|
|
|
|
||||
Fixed rate
|
$
|
686,068
|
|
|
$
|
642,974
|
|
Variable rate:
|
|
|
|
||||
Amount subject to interest rate swap
|
193,950
|
|
|
203,920
|
|
||
Amount subject to interest rate cap, if applicable
|
134,699
|
|
|
122,700
|
|
||
|
328,649
|
|
|
326,620
|
|
||
|
$
|
1,014,717
|
|
|
$
|
969,594
|
|
Percent of Total Debt
|
|
|
|
||||
Fixed rate
|
68
|
%
|
|
66
|
%
|
||
Variable rate
|
32
|
%
|
|
34
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Period
|
|
|
|
||||
Fixed rate
|
4.4
|
%
|
|
4.5
|
%
|
||
Variable rate
(a)
|
4.5
|
%
|
|
4.6
|
%
|
(a)
|
The impact of our derivative instruments are reflected in the weighted-average interest rates above.
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Non-recourse debt — Principal
(a)
|
$
|
1,014,740
|
|
|
$
|
22,930
|
|
|
$
|
254,581
|
|
|
$
|
300,834
|
|
|
$
|
436,395
|
|
Interest on borrowings
(b)
|
216,271
|
|
|
45,284
|
|
|
80,865
|
|
|
53,565
|
|
|
36,557
|
|
|||||
Contractual capital commitments
(c)
|
63,873
|
|
|
14,605
|
|
|
49,268
|
|
|
—
|
|
|
—
|
|
|||||
Operating and other lease commitments
(d)
|
675,121
|
|
|
3,394
|
|
|
6,999
|
|
|
7,291
|
|
|
657,437
|
|
|||||
Asset retirement obligation, net
(e)
|
485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
485
|
|
|||||
|
$
|
1,970,490
|
|
|
$
|
86,213
|
|
|
$
|
391,713
|
|
|
$
|
361,690
|
|
|
$
|
1,130,874
|
|
(a)
|
Excludes unamortized discount of less than
$0.1 million
.
|
(b)
|
For variable-rate debt, interest on borrowings is calculated using the swapped or capped interest rate, when in effect.
|
(c)
|
Capital commitments represent our remaining contractual renovation commitments at our Consolidated Hotels.
|
(d)
|
Operating and other lease commitments consist of rent obligations under ground leases and our share of future rents payable pursuant to the advisory agreement for the purpose of leasing office space used for the administration of real estate entities. At
March 31, 2015
, this balance primarily related to our commitments on ground leases for two hotels, which expire in 2087 and 2099 and have rent obligations consistently increasing throughout their respective terms; therefore, the most significant commitments occur near the conclusion of the leases.
|
(e)
|
Represents the future amount of an obligation estimated for the removal of asbestos and environmental waste in connection with one of our hotels upon the retirement or sale of the asset.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net loss attributable to CWI stockholders
|
$
|
(11,954
|
)
|
|
$
|
(8,574
|
)
|
Adjustments:
|
|
|
|
||||
Depreciation and amortization of real property
|
14,326
|
|
|
9,065
|
|
||
Proportionate share of adjustments for partially-owned entities — FFO adjustments
|
(1,541
|
)
|
|
(903
|
)
|
||
FFO — as defined by NAREIT
|
831
|
|
|
(412
|
)
|
||
Acquisition expenses
(a)
|
6,388
|
|
|
379
|
|
||
Straight-line and other rent adjustments
|
1,372
|
|
|
603
|
|
||
Other income and (expenses)
|
147
|
|
|
—
|
|
||
Fair market value adjustments
|
23
|
|
|
—
|
|
||
Other depreciation, amortization and non-cash charges
|
—
|
|
|
19
|
|
||
Proportionate share of adjustments for partially-owned entities — MFFO adjustments
|
54
|
|
|
(364
|
)
|
||
Total adjustments
|
7,984
|
|
|
637
|
|
||
MFFO
|
$
|
8,815
|
|
|
$
|
225
|
|
(a)
|
In evaluating investments in real estate, management differentiates the costs to acquire the investment from the operations derived from the investment. Such information would be comparable only for non-listed REITs that have completed their acquisition activity and have other similar operating characteristics. By excluding expensed acquisition costs, management believes MFFO provides useful supplemental information that is comparable for each type of real estate investment and is consistent with management
’
s analysis of the investing and operating performance of our properties. Acquisition fees and expenses include payments to our advisor or third parties. Acquisition fees and expenses under GAAP are considered operating expenses and as expenses included in the determination of net income and income from continuing operations, both of which are performance measures under GAAP. All paid and accrued acquisition fees and expenses will have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of properties are generated to cover the purchase price of the property, these fees and expenses and other costs related to the property.
|
|
2015 (Remainder)
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt
|
$
|
19,880
|
|
|
$
|
4,164
|
|
|
$
|
7,702
|
|
|
$
|
117,027
|
|
|
$
|
98,868
|
|
|
$
|
438,450
|
|
|
$
|
686,091
|
|
|
$
|
705,647
|
|
Variable-rate debt
|
$
|
1,610
|
|
|
$
|
81,638
|
|
|
$
|
90,649
|
|
|
$
|
55,679
|
|
|
$
|
99,073
|
|
|
$
|
—
|
|
|
$
|
328,649
|
|
|
$
|
332,666
|
|
2015 Period
|
|
Total number of shares purchased
(a)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value)
of shares that may yet be purchased under the plans or programs |
|||
January
|
|
119,320
|
|
|
$
|
9.88
|
|
|
N/A
|
|
N/A
|
February
|
|
—
|
|
|
—
|
|
|
N/A
|
|
N/A
|
|
March
|
|
55,019
|
|
|
9.79
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
174,339
|
|
|
|
|
|
|
|
(a)
|
Represents shares of our common stock repurchased under our redemption plan, pursuant to which we may elect to redeem shares at the request of our stockholders who have held their shares for at least one year from the date of their issuance, subject to certain exceptions, conditions and limitations. The maximum amount of shares purchasable by us in any period depends on a number of factors and is at the discretion of our board of directors. We receive fees in connection with share redemptions.
|
Exhibit No.
|
|
|
Description
|
|
Method of Filing
|
|
|
|
|
|
|
10.1
|
|
|
Agreement for Sale and Purchase of Hotel Westin Minneapolis, dated as of January 8, 2015, by and between HEI Minneapolis LLC and CWI Minneapolis Hotel, LLC
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-54263) dated April 30, 2015
|
|
|
|
|
|
|
10.2
|
|
|
Agreement for Sale and Purchase of Hotel Westin Pasadena, dated as of February 23, 2015, by and between HEI Pasadena LLC and CWI Pasadena Hotel, LP
|
|
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-54263) dated April 30, 2015
|
|
|
|
|
|
|
10.3
|
|
|
Second Amendment to Advisory Agreement, dated as of May 12, 2015, by and among Carey Watermark Investors Incorporated, CWI OP, LP and Carey Lodging Advisors, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
10.4
|
|
|
First Amendment to Subadvisory Agreement, dated as of May 12, 2015, by and between Carey Lodging Advisors, LLC and CWA, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
101
|
|
|
The following materials from Carey Watermark Investors Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2015 and 2014, (iv) Consolidated Statements of Equity for the three months ended March 31, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (vi) Notes to Consolidated Financial Statements.
|
|
Filed herewith
|
|
|
|
Carey Watermark Investors Incorporated
|
Date:
|
May 14, 2015
|
|
|
|
|
By:
|
/s/ Hisham A. Kader
|
|
|
|
Hisham A. Kader
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
Exhibit No.
|
|
|
Description
|
|
Method of Filing
|
10.1
|
|
|
Agreement for Sale and Purchase of Hotel Westin Minneapolis, dated as of January 8, 2015, by and between HEI Minneapolis LLC and CWI Minneapolis Hotel, LLC
|
|
Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-54263) dated April 30, 2015
|
|
|
|
|
|
|
10.2
|
|
|
Agreement for Sale and Purchase of Hotel Westin Pasadena, dated as of February 23, 2015, by and between HEI Pasadena LLC and CWI Pasadena Hotel, LP
|
|
Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-54263) dated April 30, 2015
|
|
|
|
|
|
|
10.3
|
|
|
Second Amendment to Advisory Agreement, dated as of May 12, 2015, by and among Carey Watermark Investors Incorporated, CWI OP, LP and Carey Lodging Advisors, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
10.4
|
|
|
First Amendment to Subadvisory Agreement, dated as of May 12, 2015, by and between Carey Lodging Advisors, LLC and CWA, LLC
|
|
Filed herewith
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
101
|
|
|
The following materials from Carey Watermark Investors Incorporated’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at March 31, 2015 and December 31, 2014, (ii) Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2015 and 2014, (iv) Consolidated Statements of Equity for the three months ended March 31, 2015 and 2014, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (vi) Notes to Consolidated Financial Statements.
|
|
Filed herewith
|
Title:
|
Chief Financial Officer and Chief Accounting Officer
|
Title:
|
Managing Director and Chief Operating Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Carey Watermark Investors Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Carey Watermark Investors Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Carey Watermark Investors Incorporated.
|