|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
|
For the quarterly period ended September 30, 2018
|
|
|
|
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 office)
|
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
þ
|
|
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
Page No.
|
PART I — FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 4.
Controls and Procedures
|
||
|
|
|
PART II — OTHER INFORMATION
|
|
|
Item 6.
Exhibits
|
||
|
September 30, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Investments in real estate:
|
|
|
|
||||
Hotels, at cost
|
$
|
2,176,322
|
|
|
$
|
2,172,740
|
|
Accumulated depreciation
|
(256,738
|
)
|
|
(227,616
|
)
|
||
Net investments in hotels
|
1,919,584
|
|
|
1,945,124
|
|
||
Equity investments in real estate
|
116,017
|
|
|
131,344
|
|
||
Cash and cash equivalents
|
69,824
|
|
|
47,994
|
|
||
Intangible assets, net
|
77,100
|
|
|
78,386
|
|
||
Restricted cash, inclusive of $0 and $3,293, respectively, attributable to Assets held for sale
|
63,630
|
|
|
84,382
|
|
||
Accounts receivable
|
40,592
|
|
|
38,359
|
|
||
Other assets
|
23,455
|
|
|
29,208
|
|
||
Assets held for sale
|
—
|
|
|
105,124
|
|
||
Total assets
|
$
|
2,310,202
|
|
|
$
|
2,459,921
|
|
Liabilities and Equity
|
|
|
|
||||
Non-recourse debt, net, including debt attributable to Assets held for sale (
Note 4
)
|
$
|
1,329,838
|
|
|
$
|
1,420,913
|
|
WPC Credit Facility
|
41,637
|
|
|
68,637
|
|
||
Accounts payable, accrued expenses and other liabilities
|
134,543
|
|
|
136,343
|
|
||
Due to related parties and affiliates
|
4,667
|
|
|
3,611
|
|
||
Distributions payable
|
19,826
|
|
|
19,640
|
|
||
Other liabilities held for sale
|
—
|
|
|
2,889
|
|
||
Total liabilities
|
1,530,511
|
|
|
1,652,033
|
|
||
Commitments and contingencies (
Note 10
)
|
|
|
|
|
|||
Common stock, $0.001 par value; 300,000,000 shares authorized; 139,139,949 and 137,826,503 shares, respectively, issued and outstanding
|
139
|
|
|
138
|
|
||
Additional paid-in capital
|
1,169,258
|
|
|
1,153,652
|
|
||
Distributions and accumulated losses
|
(444,592
|
)
|
|
(399,884
|
)
|
||
Accumulated other comprehensive income (loss)
|
59
|
|
|
(455
|
)
|
||
Total stockholders’ equity
|
724,864
|
|
|
753,451
|
|
||
Noncontrolling interests
|
54,827
|
|
|
54,437
|
|
||
Total equity
|
779,691
|
|
|
807,888
|
|
||
Total liabilities and equity
|
$
|
2,310,202
|
|
|
$
|
2,459,921
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Hotel Revenues
|
|
|
|
|
|
|
|
||||||||
Rooms
|
$
|
94,465
|
|
|
$
|
102,791
|
|
|
$
|
287,031
|
|
|
$
|
320,043
|
|
Food and beverage
|
34,943
|
|
|
37,445
|
|
|
118,564
|
|
|
123,555
|
|
||||
Other operating revenue
|
12,752
|
|
|
14,593
|
|
|
34,057
|
|
|
42,289
|
|
||||
Business interruption income
|
6,075
|
|
|
—
|
|
|
18,273
|
|
|
—
|
|
||||
Total Hotel Revenues
|
148,235
|
|
|
154,829
|
|
|
457,925
|
|
|
485,887
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Hotel Expenses
|
|
|
|
|
|
|
|
||||||||
Rooms
|
22,161
|
|
|
23,276
|
|
|
66,204
|
|
|
71,095
|
|
||||
Food and beverage
|
27,056
|
|
|
27,725
|
|
|
84,083
|
|
|
87,315
|
|
||||
Other hotel operating expenses
|
6,922
|
|
|
7,486
|
|
|
19,704
|
|
|
22,413
|
|
||||
Property taxes, insurance, rent and other
|
14,640
|
|
|
15,887
|
|
|
45,906
|
|
|
49,041
|
|
||||
Sales and marketing
|
14,066
|
|
|
14,784
|
|
|
43,381
|
|
|
45,589
|
|
||||
General and administrative
|
13,247
|
|
|
14,202
|
|
|
39,739
|
|
|
42,373
|
|
||||
Repairs and maintenance
|
4,956
|
|
|
5,077
|
|
|
14,866
|
|
|
15,652
|
|
||||
Management fees
|
4,502
|
|
|
3,248
|
|
|
13,963
|
|
|
13,516
|
|
||||
Utilities
|
4,025
|
|
|
4,413
|
|
|
10,991
|
|
|
12,531
|
|
||||
Depreciation and amortization
|
18,642
|
|
|
20,478
|
|
|
57,615
|
|
|
61,510
|
|
||||
Total Hotel Expenses
|
130,217
|
|
|
136,576
|
|
|
396,452
|
|
|
421,035
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Asset management fees to affiliate and other expenses
|
3,770
|
|
|
3,660
|
|
|
11,524
|
|
|
11,679
|
|
||||
Corporate general and administrative expenses
|
2,839
|
|
|
2,579
|
|
|
8,555
|
|
|
7,898
|
|
||||
(Gain) loss on hurricane-related property damage
|
(41
|
)
|
|
7,609
|
|
|
(1,106
|
)
|
|
7,609
|
|
||||
Total Other Operating Expenses, Net
|
6,568
|
|
|
13,848
|
|
|
18,973
|
|
|
27,186
|
|
||||
Operating Income
|
11,450
|
|
|
4,405
|
|
|
42,500
|
|
|
37,666
|
|
||||
Other Income and (Expenses)
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(16,557
|
)
|
|
(16,957
|
)
|
|
(49,826
|
)
|
|
(49,820
|
)
|
||||
Equity in (losses) earnings of equity method investments in real estate
|
(589
|
)
|
|
(3,464
|
)
|
|
(538
|
)
|
|
1,072
|
|
||||
Net loss on extinguishment of debt
|
(322
|
)
|
|
—
|
|
|
(511
|
)
|
|
(225
|
)
|
||||
Other income
|
140
|
|
|
33
|
|
|
508
|
|
|
93
|
|
||||
Total Other Income and (Expenses)
|
(17,328
|
)
|
|
(20,388
|
)
|
|
(50,367
|
)
|
|
(48,880
|
)
|
||||
Loss from Operations Before Income Taxes and Net Gain on Sale of Real Estate
|
(5,878
|
)
|
|
(15,983
|
)
|
|
(7,867
|
)
|
|
(11,214
|
)
|
||||
(Provision for) benefit from income taxes
|
(986
|
)
|
|
162
|
|
|
(3,516
|
)
|
|
(630
|
)
|
||||
Loss from Operations Before Net Gain on Sale of Real Estate
|
(6,864
|
)
|
|
(15,821
|
)
|
|
(11,383
|
)
|
|
(11,844
|
)
|
||||
Net (loss) gain on sale of real estate
|
(669
|
)
|
|
—
|
|
|
31,260
|
|
|
5,164
|
|
||||
Net (Loss) Income
|
(7,533
|
)
|
|
(15,821
|
)
|
|
19,877
|
|
|
(6,680
|
)
|
||||
Loss (income) attributable to noncontrolling interests (inclusive of Available Cash Distributions to a related party of $2,478, $2,498, $3,450, and $5,743, respectively)
|
323
|
|
|
7,052
|
|
|
(5,180
|
)
|
|
2,881
|
|
||||
Net (Loss) Income Attributable to CWI Stockholders
|
$
|
(7,210
|
)
|
|
$
|
(8,769
|
)
|
|
$
|
14,697
|
|
|
$
|
(3,799
|
)
|
Basic and Diluted (Loss) Income Per Share
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.03
|
)
|
Basic and Diluted Weighted-Average Shares Outstanding
|
139,439,615
|
|
|
137,326,890
|
|
|
139,175,017
|
|
|
136,759,817
|
|
||||
Distributions Declared Per Share
|
$
|
0.1425
|
|
|
$
|
0.1425
|
|
|
$
|
0.4275
|
|
|
$
|
0.4275
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (Loss) Income
|
$
|
(7,533
|
)
|
|
$
|
(15,821
|
)
|
|
$
|
19,877
|
|
|
$
|
(6,680
|
)
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Unrealized gain on derivative instruments
|
85
|
|
|
248
|
|
|
511
|
|
|
585
|
|
||||
Comprehensive (Loss) Income
|
(7,448
|
)
|
|
(15,573
|
)
|
|
20,388
|
|
|
(6,095
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts Attributable to Noncontrolling Interests
|
|
|
|
|
|
|
|
||||||||
Net loss (income)
|
323
|
|
|
7,052
|
|
|
(5,180
|
)
|
|
2,881
|
|
||||
Unrealized (gain) loss on derivative instruments
|
(1
|
)
|
|
(5
|
)
|
|
3
|
|
|
(9
|
)
|
||||
Comprehensive loss (income) attributable to noncontrolling interests
|
322
|
|
|
7,047
|
|
|
(5,177
|
)
|
|
2,872
|
|
||||
Comprehensive (Loss) Income Attributable to CWI Stockholders
|
$
|
(7,126
|
)
|
|
$
|
(8,526
|
)
|
|
$
|
15,211
|
|
|
$
|
(3,223
|
)
|
|
CWI Stockholders
|
|
|
|
|
|||||||||||||||||||||||||
|
Shares
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Distributions
and Accumulated
Losses
|
|
Accumulated
Other
Comprehensive Income (Loss)
|
|
Total CWI
Stockholders
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||||||||
Balance at January 1, 2018
|
137,826,503
|
|
|
$
|
138
|
|
|
$
|
1,153,652
|
|
|
$
|
(399,884
|
)
|
|
$
|
(455
|
)
|
|
$
|
753,451
|
|
|
$
|
54,437
|
|
|
$
|
807,888
|
|
Net income
|
|
|
|
|
|
|
14,697
|
|
|
|
|
14,697
|
|
|
5,180
|
|
|
19,877
|
|
|||||||||||
Shares issued, net of offering costs
|
3,135,146
|
|
|
3
|
|
|
33,000
|
|
|
|
|
|
|
33,003
|
|
|
|
|
33,003
|
|
||||||||||
Shares issued to affiliates
|
1,016,974
|
|
|
1
|
|
|
10,717
|
|
|
|
|
|
|
10,718
|
|
|
|
|
10,718
|
|
||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(4,787
|
)
|
|
(4,787
|
)
|
||||||||||||
Shares issued under share incentive plans
|
18,971
|
|
|
—
|
|
|
175
|
|
|
|
|
|
|
175
|
|
|
|
|
175
|
|
||||||||||
Stock-based compensation to directors
|
17,291
|
|
|
—
|
|
|
180
|
|
|
|
|
|
|
180
|
|
|
|
|
180
|
|
||||||||||
Distributions declared ($0.4275 per share)
|
|
|
|
|
|
|
(59,405
|
)
|
|
|
|
(59,405
|
)
|
|
|
|
(59,405
|
)
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
514
|
|
|
514
|
|
|
(3
|
)
|
|
511
|
|
|||||||||||
Repurchase of shares
|
(2,874,936
|
)
|
|
(3
|
)
|
|
(28,466
|
)
|
|
|
|
|
|
(28,469
|
)
|
|
|
|
(28,469
|
)
|
||||||||||
Balance at September 30, 2018
|
139,139,949
|
|
|
$
|
139
|
|
|
$
|
1,169,258
|
|
|
$
|
(444,592
|
)
|
|
$
|
59
|
|
|
$
|
724,864
|
|
|
$
|
54,827
|
|
|
$
|
779,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at January 1, 2017
|
135,379,038
|
|
|
$
|
135
|
|
|
$
|
1,125,835
|
|
|
$
|
(326,748
|
)
|
|
$
|
(1,128
|
)
|
|
$
|
798,094
|
|
|
$
|
65,163
|
|
|
$
|
863,257
|
|
Net loss
|
|
|
|
|
|
|
(3,799
|
)
|
|
|
|
(3,799
|
)
|
|
(2,881
|
)
|
|
(6,680
|
)
|
|||||||||||
Shares issued, net of offering costs
|
3,179,252
|
|
|
4
|
|
|
34,065
|
|
|
|
|
|
|
34,069
|
|
|
|
|
34,069
|
|
||||||||||
Shares issued to affiliates
|
1,078,350
|
|
|
1
|
|
|
11,614
|
|
|
|
|
|
|
11,615
|
|
|
|
|
11,615
|
|
||||||||||
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(8,051
|
)
|
|
(8,051
|
)
|
||||||||||||
Shares issued under share incentive plans
|
23,710
|
|
|
|
|
176
|
|
|
|
|
|
|
176
|
|
|
|
|
176
|
|
|||||||||||
Stock-based compensation to directors
|
16,667
|
|
|
|
|
180
|
|
|
|
|
|
|
180
|
|
|
|
|
180
|
|
|||||||||||
Distributions declared ($0.4275 per share)
|
|
|
|
|
|
|
(58,427
|
)
|
|
|
|
(58,427
|
)
|
|
|
|
(58,427
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
576
|
|
|
576
|
|
|
9
|
|
|
585
|
|
|||||||||||
Repurchase of shares
|
(2,638,839
|
)
|
|
(3
|
)
|
|
(27,073
|
)
|
|
|
|
|
|
(27,076
|
)
|
|
|
|
(27,076
|
)
|
||||||||||
Balance at September 30, 2017
|
137,038,178
|
|
|
$
|
137
|
|
|
$
|
1,144,797
|
|
|
$
|
(388,974
|
)
|
|
$
|
(552
|
)
|
|
$
|
755,408
|
|
|
$
|
54,240
|
|
|
$
|
809,648
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Cash Flows — Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
19,877
|
|
|
$
|
(6,680
|
)
|
Adjustments to net income (loss):
|
|
|
|
||||
Depreciation and amortization
|
57,615
|
|
|
61,510
|
|
||
Net gain on sale of real estate (
Note 4
)
|
(31,260
|
)
|
|
(5,164
|
)
|
||
Business interruption income
|
(18,273
|
)
|
|
—
|
|
||
Asset management fees to affiliates settled in shares
|
10,628
|
|
|
10,777
|
|
||
Straight-line rent adjustments
|
4,316
|
|
|
3,939
|
|
||
Amortization of deferred financing costs, ground lease intangible and other
|
2,296
|
|
|
2,250
|
|
||
(Gain) loss on hurricane-related property damage
|
(1,106
|
)
|
|
7,609
|
|
||
Equity in losses (earnings) of equity method investments in real estate
|
538
|
|
|
(1,072
|
)
|
||
Net loss on extinguishment of debt
|
511
|
|
|
222
|
|
||
Amortization of stock-based compensation expense
|
455
|
|
|
482
|
|
||
Acquisition fees to affiliates settled in shares
|
—
|
|
|
2,065
|
|
||
Funding of hurricane/fire related remediation work
|
(10,738
|
)
|
|
—
|
|
||
Business interruption insurance proceeds
|
9,323
|
|
|
133
|
|
||
Net changes in other operating assets and liabilities
|
6,396
|
|
|
1,843
|
|
||
Insurance proceeds for remediation work due to hurricane damage
|
4,031
|
|
|
—
|
|
||
Distributions of earnings from equity method investments
|
2,802
|
|
|
1,526
|
|
||
Increase (decrease) in due to related parties and affiliates
|
1,087
|
|
|
(473
|
)
|
||
Receipt of key money and other deferred incentive payments
|
58
|
|
|
66
|
|
||
Net Cash Provided by Operating Activities
|
58,556
|
|
|
79,033
|
|
||
|
|
|
|
||||
Cash Flows — Investing Activities
|
|
|
|
||||
Proceeds from the sale of real estate investments (
Note 4
)
|
156,756
|
|
|
23,081
|
|
||
Capital expenditures
|
(60,311
|
)
|
|
(33,038
|
)
|
||
Hurricane/fire related property insurance proceeds
|
14,379
|
|
|
—
|
|
||
Distributions received from equity investments in excess of cumulative equity income
|
12,893
|
|
|
5,428
|
|
||
Capital contributions to equity investments in real estate
|
(732
|
)
|
|
—
|
|
||
Repayments of loan receivable
|
238
|
|
|
203
|
|
||
Purchase of equity interest
|
—
|
|
|
(66,332
|
)
|
||
Net Cash Provided by (Used in) Investing Activities
|
123,223
|
|
|
(70,658
|
)
|
||
|
|
|
|
||||
Cash Flows — Financing Activities
|
|
|
|
||||
Scheduled payments and prepayments of mortgage principal
|
(166,332
|
)
|
|
(90,463
|
)
|
||
Proceeds from mortgage financing
|
75,250
|
|
|
83,500
|
|
||
Distributions paid
|
(59,219
|
)
|
|
(58,192
|
)
|
||
Repayment of note payable to affiliate
|
(37,000
|
)
|
|
—
|
|
||
Proceeds from issuance of shares, net of offering costs
|
33,003
|
|
|
34,075
|
|
||
Repurchase of shares
|
(28,464
|
)
|
|
(27,076
|
)
|
||
Proceeds from note payable to affiliate
|
10,000
|
|
|
97,835
|
|
||
Distributions to noncontrolling interests
|
(4,787
|
)
|
|
(8,051
|
)
|
||
Deferred financing costs
|
(1,959
|
)
|
|
(1,302
|
)
|
||
Debt extinguishment costs
|
(511
|
)
|
|
—
|
|
||
Scheduled payments of loan
|
(350
|
)
|
|
(234
|
)
|
||
Purchase of interest rate caps
|
(232
|
)
|
|
(11
|
)
|
||
Withholding on restricted stock units
|
(100
|
)
|
|
(126
|
)
|
||
Repayment of senior credit facility
|
—
|
|
|
(22,785
|
)
|
||
Deposits released for mortgage financing
|
—
|
|
|
1,610
|
|
||
Deposits for mortgage financing
|
—
|
|
|
(1,510
|
)
|
||
Net Cash (Used In) Provided by Financing Activities
|
(180,701
|
)
|
|
7,270
|
|
||
|
|
|
|
||||
Change in Cash and Cash Equivalents and Restricted Cash During the Period
|
|
|
|
||||
Net increase in cash and cash equivalents and restricted cash
|
1,078
|
|
|
15,645
|
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
132,376
|
|
|
120,347
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
133,454
|
|
|
$
|
135,992
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Net investments in hotels
|
$
|
498,551
|
|
|
$
|
501,287
|
|
Intangible assets, net
|
38,047
|
|
|
38,649
|
|
||
Total assets
|
580,309
|
|
|
579,807
|
|
||
|
|
|
|
||||
Non-recourse debt, net
|
$
|
344,707
|
|
|
$
|
341,563
|
|
Total liabilities
|
374,355
|
|
|
373,548
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
69,824
|
|
|
$
|
47,994
|
|
Restricted cash
|
63,630
|
|
|
84,382
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
133,454
|
|
|
$
|
132,376
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amounts Included in the Consolidated Statements of Operations
|
|
|
|
|
|
|
|
||||||||
Asset management fees
|
$
|
3,534
|
|
|
$
|
3,578
|
|
|
$
|
10,628
|
|
|
$
|
10,777
|
|
Available Cash Distributions
|
2,478
|
|
|
2,498
|
|
|
3,450
|
|
|
5,743
|
|
||||
Personnel and overhead reimbursements
|
1,681
|
|
|
1,563
|
|
|
4,584
|
|
|
4,473
|
|
||||
Interest expense
|
325
|
|
|
170
|
|
|
1,015
|
|
|
299
|
|
||||
Disposition fees (
Note 4
)
|
110
|
|
|
—
|
|
|
300
|
|
|
225
|
|
||||
|
$
|
8,128
|
|
|
$
|
7,809
|
|
|
$
|
19,977
|
|
|
$
|
21,517
|
|
|
|
|
|
|
|
|
|
||||||||
Other Transaction Fees Incurred
|
|
|
|
|
|
|
|
||||||||
Capitalized loan refinancing fees
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
653
|
|
|
$
|
340
|
|
Capitalized acquisition fees for equity investment
(a)
|
—
|
|
|
4,131
|
|
|
—
|
|
|
4,131
|
|
||||
|
$
|
—
|
|
|
$
|
4,131
|
|
|
$
|
653
|
|
|
$
|
4,471
|
|
(a)
|
Our Advisor elected to receive
50%
of the acquisition fee related to our investment in the Ritz-Carlton Bacara, Santa Barbara Venture in shares of our common stock and
50%
in cash.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Amounts Due to Related Parties and Affiliates
|
|
|
|
||||
Accrued interest on WPC Credit Facility
|
$
|
1,730
|
|
|
$
|
715
|
|
Reimbursable costs
|
1,456
|
|
|
1,239
|
|
||
Other amounts due to our Advisor
|
1,302
|
|
|
1,282
|
|
||
Due to other affiliates
|
179
|
|
|
375
|
|
||
|
$
|
4,667
|
|
|
$
|
3,611
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Buildings
|
$
|
1,560,735
|
|
|
$
|
1,554,798
|
|
Land
|
355,082
|
|
|
359,383
|
|
||
Building and site improvements
|
136,692
|
|
|
122,273
|
|
||
Furniture, fixtures and equipment
|
115,025
|
|
|
123,595
|
|
||
Construction in progress
|
8,788
|
|
|
12,691
|
|
||
Hotels, at cost
|
2,176,322
|
|
|
2,172,740
|
|
||
Less: Accumulated depreciation
|
(256,738
|
)
|
|
(227,616
|
)
|
||
Net investments in hotels
|
$
|
1,919,584
|
|
|
$
|
1,945,124
|
|
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net write-off of fixed assets
|
$
|
3,351
|
|
|
$
|
15,966
|
|
Remediation work performed
(a)
|
(1,062
|
)
|
|
5,806
|
|
||
Property damage insurance receivables
|
(2,330
|
)
|
|
(14,163
|
)
|
||
(Gain) loss on hurricane-related property damage
|
$
|
(41
|
)
|
|
$
|
7,609
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net write-off of fixed assets
|
$
|
8,811
|
|
|
$
|
15,966
|
|
Remediation work performed
|
5,428
|
|
|
5,806
|
|
||
Property damage insurance receivables
|
(15,345
|
)
|
|
(14,163
|
)
|
||
(Gain) loss on hurricane-related property damage
|
$
|
(1,106
|
)
|
|
$
|
7,609
|
|
(a)
|
For the three months ended September 30, 2018, this represents a change in estimated costs for remediation work incurred.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Net investments in hotels
|
$
|
—
|
|
|
$
|
104,062
|
|
Accounts receivable
|
—
|
|
|
681
|
|
||
Other assets
|
—
|
|
|
377
|
|
||
Intangible assets, net
|
—
|
|
|
4
|
|
||
Assets held for sale
|
$
|
—
|
|
|
$
|
105,124
|
|
|
|
|
|
||||
Restricted cash attributable to Assets held for sale
|
$
|
—
|
|
|
$
|
3,293
|
|
|
|
|
|
||||
Non-recourse debt, net attributable to Assets held for sale
|
$
|
—
|
|
|
$
|
71,887
|
|
|
|
|
|
||||
Other liabilities held for sale
|
$
|
—
|
|
|
$
|
2,889
|
|
|
Three Months Ended September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Net write-off of fixed assets
|
$
|
147
|
|
|
$
|
6,160
|
|
Remediation work performed
|
6
|
|
|
990
|
|
||
Decrease (increase) in property damage insurance receivables
|
5
|
|
|
(3,305
|
)
|
||
Loss on hurricane-related property damage
|
$
|
158
|
|
|
$
|
3,845
|
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Net (write-up) write-off of fixed assets
|
$
|
(279
|
)
|
|
$
|
6,160
|
|
Remediation work performed
|
118
|
|
|
990
|
|
||
Decrease (increase) in property damage insurance receivables
|
909
|
|
|
(3,305
|
)
|
||
Loss on hurricane-related property damage
|
$
|
748
|
|
|
$
|
3,845
|
|
Unconsolidated Hotels
|
|
State
|
|
Number
of Rooms
|
|
% Owned
|
|
Acquisition Date
|
|
Hotel Type
|
|
Carrying Value at
|
|||||||
|
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
|||||||||||
Ritz-Carlton Bacara, Santa Barbara Venture
(a) (b)
|
|
CA
|
|
358
|
|
|
40%
|
|
9/28/2017
|
|
Resort
|
|
$
|
59,145
|
|
|
$
|
65,126
|
|
Ritz-Carlton Philadelphia Venture
(c)
|
|
PA
|
|
301
|
|
|
60%
|
|
5/15/2015
|
|
Full-service
|
|
31,092
|
|
|
38,469
|
|
||
Marriott Sawgrass Golf Resort & Spa Venture
(d) (e)
|
|
FL
|
|
514
|
|
|
50%
|
|
4/1/2015
|
|
Resort
|
|
25,250
|
|
|
27,162
|
|
||
Hyatt Centric French Quarter Venture
(f)
|
|
LA
|
|
254
|
|
|
80%
|
|
9/6/2011
|
|
Full-service
|
|
530
|
|
|
587
|
|
||
|
|
|
|
1,427
|
|
|
|
|
|
|
|
|
$
|
116,017
|
|
|
$
|
131,344
|
|
(a)
|
This investment represents a tenancy-in-common interest; the remaining
60%
interest is owned by CWI 2.
|
(b)
|
We received net cash distributions of
$0.1 million
and
$3.1 million
from this investment during the three and
nine months ended September 30, 2018
, respectively
.
|
(c)
|
We received cash distributions of
$0.7 million
and
$2.3 million
from this investment during the three and
nine months ended September 30, 2018
, respectively. During the first quarter of 2018, we also received a distribution of
$4.4 million
representing our share of proceeds from a mortgage refinancing in January 2018. We capitalized the refinancing fee paid to the Advisor totaling
$0.4 million
.
|
(d)
|
We received cash distributions of
$0.7 million
and
$3.5 million
from this investment during the three and
nine months ended September 30, 2018
, respectively.
|
(e)
|
This investment is considered a VIE (
Note 2
). We do not consolidate this entity because we are not the primary beneficiary and the nature of our involvement in the activities of the entity allows us to exercise significant influence, but does not give us power over decisions that significantly affect the economic performance of the entity.
|
(f)
|
We received cash distributions of
$0.4 million
and
$1.5 million
from this investment during the three and
nine months ended September 30, 2018
, respectively.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Venture
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Marriott Sawgrass Golf Resort & Spa Venture
|
|
$
|
(497
|
)
|
|
$
|
(3,255
|
)
|
|
$
|
1,614
|
|
|
$
|
(1,549
|
)
|
Hyatt Centric French Quarter Venture
|
|
387
|
|
|
(239
|
)
|
|
1,443
|
|
|
490
|
|
||||
Ritz-Carlton Philadelphia Venture
|
|
(283
|
)
|
|
396
|
|
|
(1,066
|
)
|
|
2,025
|
|
||||
Ritz-Carlton Bacara, Santa Barbara Venture
|
|
(196
|
)
|
|
(532
|
)
|
|
(3,034
|
)
|
|
(532
|
)
|
||||
Westin Atlanta Venture
(a)
|
|
—
|
|
|
166
|
|
|
505
|
|
|
638
|
|
||||
Total equity in (losses) earnings of equity method investments in real estate
|
|
$
|
(589
|
)
|
|
$
|
(3,464
|
)
|
|
$
|
(538
|
)
|
|
$
|
1,072
|
|
(a)
|
On October 19, 2017, the venture sold the Westin Atlanta Perimeter North to an unaffiliated third party.
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Real estate, net
|
|
$
|
224,024
|
|
|
$
|
229,356
|
|
Other assets
|
|
23,155
|
|
|
20,839
|
|
||
Total assets
|
|
247,179
|
|
|
250,195
|
|
||
Debt
|
|
142,159
|
|
|
135,705
|
|
||
Other liabilities
|
|
25,456
|
|
|
23,399
|
|
||
Total liabilities
|
|
167,615
|
|
|
159,104
|
|
||
Members’ equity
|
|
$
|
79,564
|
|
|
$
|
91,091
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues
|
$
|
22,122
|
|
|
$
|
18,590
|
|
|
$
|
76,116
|
|
|
$
|
68,420
|
|
Expenses
|
(23,208
|
)
|
|
(22,085
|
)
|
|
(72,947
|
)
|
|
(70,666
|
)
|
||||
Loss on hurricane-related property damage
|
(159
|
)
|
|
(3,845
|
)
|
|
(748
|
)
|
|
(3,845
|
)
|
||||
Net (loss) income attributable to equity method investments
|
$
|
(1,245
|
)
|
|
$
|
(7,340
|
)
|
|
$
|
2,421
|
|
|
$
|
(6,091
|
)
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Amortization Period (Years)
|
|
Gross Carrying Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Finite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Villa/condo rental programs
|
45 - 55
|
|
$
|
72,400
|
|
|
$
|
(6,144
|
)
|
|
$
|
66,256
|
|
|
$
|
72,400
|
|
|
$
|
(5,015
|
)
|
|
$
|
67,385
|
|
Below-market hotel ground leases and parking garage lease
|
10 - 93
|
|
11,656
|
|
|
(873
|
)
|
|
10,783
|
|
|
11,655
|
|
|
(726
|
)
|
|
10,929
|
|
||||||
In-place leases
|
8 - 15
|
|
135
|
|
|
(74
|
)
|
|
61
|
|
|
135
|
|
|
(63
|
)
|
|
72
|
|
||||||
Total intangible assets, net
|
|
|
$
|
84,191
|
|
|
$
|
(7,091
|
)
|
|
$
|
77,100
|
|
|
$
|
84,190
|
|
|
$
|
(5,804
|
)
|
|
$
|
78,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Finite-Lived Intangible Liability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above-market hotel ground lease
|
85
|
|
$
|
(2,100
|
)
|
|
$
|
107
|
|
|
$
|
(1,993
|
)
|
|
$
|
(2,100
|
)
|
|
$
|
89
|
|
|
$
|
(2,011
|
)
|
Derivatives Designated as Hedging Instruments
|
|
|
|
Asset Derivatives Fair Value at
|
|
Liability Derivatives Fair Value at
|
||||||||||||
|
Balance Sheet Location
|
|
September 30, 2018
|
|
December 31, 2017
|
|
September 30, 2018
|
|
December 31, 2017
|
|||||||||
Interest rate caps
|
|
Other assets
|
|
$
|
128
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap
|
|
Other assets
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swap
|
|
Accounts payable, accrued expenses and other liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
|
|
|
|
$
|
144
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
|
Number of
Instruments
|
|
|
|
Fair Value at
|
||||
Interest Rate Derivatives
|
|
|
Notional Amount
|
|
September 30, 2018
|
|||||
Interest rate caps
|
|
5
|
|
$
|
244,630
|
|
|
$
|
128
|
|
Interest rate swap
|
|
1
|
|
46,640
|
|
|
16
|
|
||
|
|
|
|
|
|
$
|
144
|
|
|
|
|
|
|
|
Carrying Amount at
|
||||||
|
|
Interest Rate Range
|
|
Current Maturity Date Range
(a)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Fixed rate
|
|
3.6% – 6.5%
|
|
6/2019 – 4/2024
|
|
$
|
1,029,369
|
|
|
$
|
1,082,367
|
|
Variable rate
(b)
|
|
4.5% – 7.9%
|
|
12/2018 – 6/2021
|
|
300,469
|
|
|
338,546
|
|
||
|
|
|
|
|
|
$
|
1,329,838
|
|
|
$
|
1,420,913
|
|
(a)
|
Many of our mortgage loans have extension options, which are subject to certain conditions. The maturity dates in the table do not reflect the extension options.
|
(b)
|
The interest rate range presented for these mortgage loans reflect the rates in effect at
September 30, 2018
through the use of an interest rate cap or swap, when applicable.
|
Years Ending December 31,
|
|
Total
|
||
2018 (remainder)
(a)
|
|
$
|
50,146
|
|
2019
(b)
|
|
151,387
|
|
|
2020
|
|
222,362
|
|
|
2021
|
|
533,503
|
|
|
2022
|
|
244,104
|
|
|
Thereafter through 2024
|
|
176,870
|
|
|
|
|
1,378,372
|
|
|
Unamortized deferred financing costs
|
|
(6,897
|
)
|
|
Total
|
|
$
|
1,371,475
|
|
(a)
|
Balance includes
$46.1 million
for a scheduled balloon payment on
one
consolidated mortgage loan. We currently intend to refinance this mortgage loan, although there can be no assurance that we will be able to do so on favorable terms, if at all.
|
(b)
|
Includes
$40.8 million
and
$0.8 million
of scheduled payments on the Bridge Loan and Working Capital Facility, respectively, to WPC (
Note 3
).
|
Years Ending December 31,
|
|
Total
|
||
2018 (remainder)
|
|
$
|
1,010
|
|
2019
|
|
4,111
|
|
|
2020
|
|
4,210
|
|
|
2021
|
|
4,312
|
|
|
2022
|
|
4,417
|
|
|
Thereafter through 2106
|
|
815,831
|
|
|
Total
|
|
$
|
833,891
|
|
|
|
Three Months Ended September 30,
|
||||||
Gains and Losses on Derivative Instruments
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
(26
|
)
|
|
$
|
(795
|
)
|
Other comprehensive income before reclassifications
|
|
40
|
|
|
89
|
|
||
Amounts reclassified from accumulated other comprehensive income (loss) to:
|
|
|
|
|
||||
Interest expense
|
|
46
|
|
|
110
|
|
||
Equity in earnings of equity method investments in real estate
|
|
—
|
|
|
49
|
|
||
Total
|
|
46
|
|
|
159
|
|
||
Net current period other comprehensive income
|
|
86
|
|
|
248
|
|
||
Net current period other comprehensive income attributable to noncontrolling interests
|
|
(1
|
)
|
|
(5
|
)
|
||
Ending balance
|
|
$
|
59
|
|
|
$
|
(552
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
Gains and Losses on Derivative Instruments
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
(455
|
)
|
|
$
|
(1,128
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
85
|
|
|
(74
|
)
|
||
Amounts reclassified from accumulated other comprehensive income (loss) to:
|
|
|
|
|
||||
Interest expense
|
|
426
|
|
|
466
|
|
||
Equity in earnings of equity method investments in real estate
|
|
—
|
|
|
193
|
|
||
Total
|
|
426
|
|
|
659
|
|
||
Net current period other comprehensive income
|
|
511
|
|
|
585
|
|
||
Net current period other comprehensive loss (income) attributable to noncontrolling interests
|
|
3
|
|
|
(9
|
)
|
||
Ending balance
|
|
$
|
59
|
|
|
$
|
(552
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Hotel revenues
(a)
|
|
$
|
148,235
|
|
|
$
|
154,829
|
|
|
$
|
457,925
|
|
|
$
|
485,887
|
|
(Gain) loss on hurricane-related property damage (
Note 4
)
|
|
(41
|
)
|
|
7,609
|
|
|
(1,106
|
)
|
|
7,609
|
|
||||
Net (loss) income attributable to CWI stockholders
|
|
(7,210
|
)
|
|
(8,769
|
)
|
|
14,697
|
|
|
(3,799
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distributions paid
|
|
19,742
|
|
|
19,423
|
|
|
59,219
|
|
|
58,192
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
(b)
|
|
|
|
|
|
58,556
|
|
|
79,033
|
|
||||||
Net cash provided by (used in) investing activities
(b)
|
|
|
|
|
|
123,223
|
|
|
(70,658
|
)
|
||||||
Net cash (used in) provided by financing activities
|
|
|
|
|
|
(180,701
|
)
|
|
7,270
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Supplemental financial measures:
(c)
|
|
|
|
|
|
|
|
|
||||||||
FFO attributable to CWI stockholders
|
|
16,733
|
|
|
11,480
|
|
|
46,381
|
|
|
50,736
|
|
||||
MFFO attributable to CWI stockholders
|
|
18,915
|
|
|
18,739
|
|
|
50,818
|
|
|
60,913
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Consolidated Hotel Operating Statistics
(d)
|
|
|
|
|
|
|
|
|
||||||||
Occupancy
|
|
76.8
|
%
|
|
77.8
|
%
|
|
77.4
|
%
|
|
77.2
|
%
|
||||
ADR
|
|
$
|
219.84
|
|
|
$
|
213.46
|
|
|
$
|
224.52
|
|
|
$
|
220.00
|
|
RevPAR
|
|
168.78
|
|
|
166.01
|
|
|
173.88
|
|
|
169.88
|
|
(a)
|
Hotel revenues include business interruption income of
$6.1 million
and
$18.3 million
recognized during the three and
nine months ended September 30, 2018
, respectively, primarily related to Hurricane Irma.
|
(b)
|
On January 1, 2018, we adopted ASU 2016-15 and ASU 2016-18, which revised how certain items are presented in the consolidated statements of cash flows. As a result of adopting this guidance, we retrospectively revised Net cash provided by operating activities and Net cash provided by (used in) investing activities within our consolidated statements of cash flows for the
nine months ended September 30, 2017
, as described in
Note 2
.
|
(c)
|
We consider the performance metrics listed above, including funds from operations, or FFO, and modified funds from operations, or MFFO, which are supplemental measures that are not defined by GAAP, referred to herein as non-GAAP measures, to be important measures in the evaluation of our results of operations 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.
|
(d)
|
Statistics include, for all periods presented, information for Hawks Cay Resort, which was closed due to damage from Hurricane Irma from mid-September 2017 through August 2018.
|
Hotels
|
|
State
|
|
Number
of Rooms
|
|
% Owned
|
|
Acquisition Date
|
|
Hotel Type
|
|
Renovation Status at September 30, 2018
|
||
Consolidated Hotels
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2012 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hilton Garden Inn New Orleans French Quarter/CBD
|
|
LA
|
|
155
|
|
|
88
|
%
|
|
6/8/2012
|
|
Select-service
|
|
Completed
|
Lake Arrowhead Resort and Spa
|
|
CA
|
|
173
|
|
|
97
|
%
|
|
7/9/2012
|
|
Resort
|
|
Completed
|
Courtyard San Diego Mission Valley
|
|
CA
|
|
317
|
|
|
100
|
%
|
|
12/6/2012
|
|
Select-service
|
|
Completed
|
2013 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Courtyard Pittsburgh Shadyside
|
|
PA
|
|
132
|
|
|
100
|
%
|
|
3/12/2013
|
|
Select-service
|
|
Completed/ In progress
|
Hutton Hotel Nashville
|
|
TN
|
|
250
|
|
|
100
|
%
|
|
5/29/2013
|
|
Full-service
|
|
Completed
|
Holiday Inn Manhattan 6th Avenue Chelsea
|
|
NY
|
|
226
|
|
|
100
|
%
|
|
6/6/2013
|
|
Full-service
|
|
Completed/ Planned future
|
Fairmont Sonoma Mission Inn & Spa
|
|
CA
|
|
226
|
|
|
100
|
%
|
|
7/10/2013
|
|
Resort
|
|
Completed/ Planned future
|
Marriott Raleigh City Center
|
|
NC
|
|
401
|
|
|
100
|
%
|
|
8/13/2013
|
|
Full-service
|
|
Completed
|
Hawks Cay Resort
(a)
(b)
|
|
FL
|
|
425
|
|
|
100
|
%
|
|
10/23/2013
|
|
Resort
|
|
Completed
|
Renaissance Chicago Downtown
|
|
IL
|
|
560
|
|
|
100
|
%
|
|
12/20/2013
|
|
Full-service
|
|
Completed/ Planned future
|
2014 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hyatt Place Austin Downtown
|
|
TX
|
|
296
|
|
|
100
|
%
|
|
4/1/2014
|
|
Select-service
|
|
Planned future
|
Courtyard Times Square West
|
|
NY
|
|
224
|
|
|
100
|
%
|
|
5/27/2014
|
|
Select-service
|
|
None planned
|
Sheraton Austin Hotel at the Capitol
|
|
TX
|
|
367
|
|
|
80
|
%
|
|
5/28/2014
|
|
Full-service
|
|
Completed
|
Hampton Inn & Suites/Homewood Suites Denver Downtown Convention Center
|
|
CO
|
|
302
|
|
|
100
|
%
|
|
6/25/2014
|
|
Select-service
|
|
Planned future
|
Sanderling Resort
|
|
NC
|
|
125
|
|
|
100
|
%
|
|
10/28/2014
|
|
Resort
|
|
Completed/ In progress
|
Marriott Kansas City Country Club Plaza
|
|
MO
|
|
295
|
|
|
100
|
%
|
|
11/18/2014
|
|
Full-service
|
|
Completed
|
2015 Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Westin Minneapolis
|
|
MN
|
|
214
|
|
|
100
|
%
|
|
2/12/2015
|
|
Full-service
|
|
Completed
|
Westin Pasadena
|
|
CA
|
|
350
|
|
|
100
|
%
|
|
3/19/2015
|
|
Full-service
|
|
Completed
|
Hilton Garden Inn/Homewood Suites Atlanta Midtown
|
|
GA
|
|
228
|
|
|
100
|
%
|
|
4/29/2015
|
|
Select-service
|
|
None planned
|
Ritz-Carlton Key Biscayne
(a)
(c)
|
|
FL
|
|
451
|
|
|
47
|
%
|
|
5/29/2015
|
|
Resort
|
|
Completed/ In progress
|
Ritz-Carlton Fort Lauderdale
(d)
|
|
FL
|
|
196
|
|
|
70
|
%
|
|
6/30/2015
|
|
Resort
|
|
Completed/ Planned future
|
Le Méridien Dallas, The Stoneleigh
|
|
TX
|
|
176
|
|
|
100
|
%
|
|
11/20/2015
|
|
Full-service
|
|
Completed
|
2016 Acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equinox, a Luxury Collection Golf Resort & Spa
|
|
VT
|
|
199
|
|
|
100
|
%
|
|
2/17/2016
|
|
Resort
|
|
Completed
|
|
|
|
|
6,288
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Hotels
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hyatt Centric New Orleans French Quarter
|
|
LA
|
|
254
|
|
|
80
|
%
|
|
9/6/2011
|
|
Full-service
|
|
Completed
|
Marriott Sawgrass Golf Resort & Spa
(a)
|
|
FL
|
|
514
|
|
|
50
|
%
|
|
4/1/2015
|
|
Resort
|
|
Completed
|
Ritz-Carlton Philadelphia
|
|
PA
|
|
301
|
|
|
60
|
%
|
|
5/15/2015
|
|
Full-service
|
|
Completed
|
Ritz-Carlton Bacara, Santa Barbara
(e)
|
|
CA
|
|
358
|
|
|
40
|
%
|
|
9/28/2017
|
|
Resort
|
|
In progress
|
|
|
|
|
1,427
|
|
|
|
|
|
|
|
|
|
(a)
|
Status excludes any remaining restoration work as a result of the damage sustained from Hurricane Irma.
|
(b)
|
Includes
248
privately owned villas that participate in the villa/condo rental program at
September 30, 2018
, of which only
195
were available for rent as a result of damage caused by Hurricane Irma.
|
(c)
|
CWI 2 owns an interest of approximately 19% in this venture. Also, the number of rooms presented includes
149
condo-hotel units that participate in the villa/condo rental program at
September 30, 2018
.
|
(d)
|
Includes
30
condo-hotel units that participate in the villa/condo rental program at
September 30, 2018
.
|
(e)
|
This investment represents a tenancy-in-common interest; the remaining
60%
interest is owned by CWI 2.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||||
Hotel Revenues
|
|
$
|
148,235
|
|
|
$
|
154,829
|
|
|
$
|
(6,594
|
)
|
|
$
|
457,925
|
|
|
$
|
485,887
|
|
|
$
|
(27,962
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hotel Expenses
|
|
130,217
|
|
|
136,576
|
|
|
(6,359
|
)
|
|
396,452
|
|
|
421,035
|
|
|
(24,583
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset management fees to affiliate and other expenses
|
|
3,770
|
|
|
3,660
|
|
|
110
|
|
|
11,524
|
|
|
11,679
|
|
|
(155
|
)
|
||||||
Corporate general and administrative expenses
|
|
2,839
|
|
|
2,579
|
|
|
260
|
|
|
8,555
|
|
|
7,898
|
|
|
657
|
|
||||||
(Gain) loss on hurricane-related property damage
|
|
(41
|
)
|
|
7,609
|
|
|
(7,650
|
)
|
|
(1,106
|
)
|
|
7,609
|
|
|
(8,715
|
)
|
||||||
Total Other Operating Expenses, Net
|
|
6,568
|
|
|
13,848
|
|
|
(7,280
|
)
|
|
18,973
|
|
|
27,186
|
|
|
(8,213
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Income
|
|
11,450
|
|
|
4,405
|
|
|
7,045
|
|
|
42,500
|
|
|
37,666
|
|
|
4,834
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Income and (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
(16,557
|
)
|
|
(16,957
|
)
|
|
400
|
|
|
(49,826
|
)
|
|
(49,820
|
)
|
|
(6
|
)
|
||||||
Equity in (losses) earnings of equity method investments in real estate
|
|
(589
|
)
|
|
(3,464
|
)
|
|
2,875
|
|
|
(538
|
)
|
|
1,072
|
|
|
(1,610
|
)
|
||||||
Net loss on extinguishment of debt (
Note 9
)
|
|
(322
|
)
|
|
—
|
|
|
(322
|
)
|
|
(511
|
)
|
|
(225
|
)
|
|
(286
|
)
|
||||||
Other income
|
|
140
|
|
|
33
|
|
|
107
|
|
|
508
|
|
|
93
|
|
|
415
|
|
||||||
Total Other Income and (Expenses)
|
|
(17,328
|
)
|
|
(20,388
|
)
|
|
3,060
|
|
|
(50,367
|
)
|
|
(48,880
|
)
|
|
(1,487
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from Operations Before Income Taxes and Net Gain on Sale of Real Estate
|
|
(5,878
|
)
|
|
(15,983
|
)
|
|
10,105
|
|
|
(7,867
|
)
|
|
(11,214
|
)
|
|
3,347
|
|
||||||
(Provision for) benefit from income taxes
|
|
(986
|
)
|
|
162
|
|
|
(1,148
|
)
|
|
(3,516
|
)
|
|
(630
|
)
|
|
(2,886
|
)
|
||||||
Loss from Operations Before Net Gain on Sale of Real Estate
|
|
(6,864
|
)
|
|
(15,821
|
)
|
|
8,957
|
|
|
(11,383
|
)
|
|
(11,844
|
)
|
|
461
|
|
||||||
Net (loss) gain on sale of real estate
|
|
(669
|
)
|
|
—
|
|
|
(669
|
)
|
|
31,260
|
|
|
5,164
|
|
|
26,096
|
|
||||||
Net (Loss) Income
|
|
(7,533
|
)
|
|
(15,821
|
)
|
|
8,288
|
|
|
19,877
|
|
|
(6,680
|
)
|
|
26,557
|
|
||||||
Loss (income) attributable to noncontrolling interests
|
|
323
|
|
|
7,052
|
|
|
(6,729
|
)
|
|
(5,180
|
)
|
|
2,881
|
|
|
(8,061
|
)
|
||||||
Net (Loss) Income Attributable to CWI Stockholders
|
|
$
|
(7,210
|
)
|
|
$
|
(8,769
|
)
|
|
$
|
1,559
|
|
|
$
|
14,697
|
|
|
$
|
(3,799
|
)
|
|
$
|
18,496
|
|
Supplemental Financial Measure:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
MFFO Attributable to CWI Stockholders
|
|
$
|
18,915
|
|
|
$
|
18,739
|
|
|
$
|
176
|
|
|
$
|
50,818
|
|
|
$
|
60,913
|
|
|
$
|
(10,095
|
)
|
(a)
|
We consider MFFO, a non-GAAP measure, to be an important metric in the evaluation of our results of operations 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 definition of non-GAAP measures and reconciliations to their most directly comparable GAAP measures.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Marriott Sawgrass Golf Resort & Spa Venture
(a)
|
|
$
|
(497
|
)
|
|
$
|
(3,255
|
)
|
|
$
|
1,614
|
|
|
$
|
(1,549
|
)
|
Hyatt Centric French Quarter Venture
(b)
|
|
387
|
|
|
(239
|
)
|
|
1,443
|
|
|
490
|
|
||||
Ritz-Carlton Philadelphia Venture
(c)
|
|
(283
|
)
|
|
396
|
|
|
(1,066
|
)
|
|
2,025
|
|
||||
Ritz-Carlton Bacara, Santa Barbara Venture
(d)
|
|
(196
|
)
|
|
(532
|
)
|
|
(3,034
|
)
|
|
(532
|
)
|
||||
Westin Atlanta Venture
(e)
|
|
—
|
|
|
166
|
|
|
505
|
|
|
638
|
|
||||
Total equity in (losses) earnings of equity method investments in real estate
|
|
$
|
(589
|
)
|
|
$
|
(3,464
|
)
|
|
$
|
(538
|
)
|
|
$
|
1,072
|
|
(a)
|
The results for the three and
nine months ended September 30, 2018
reflect the impact of seasonality, with the hotel’s highest demand occurring in the first and second quarters of the year. Our share of equity in losses during both the three and
nine months ended September 30, 2017
was largely attributable to the impact of Hurricane Irma and therefore the results are not comparable to the three and
nine months ended September 30, 2018
.
|
(b)
|
The change in our share of equity in earnings for the three and
nine months ended September 30, 2018
as compared to the same periods in
2017
is primarily a result of an increase in distributions to us by the venture.
|
(c)
|
During the three and
nine months ended September 30, 2018
, our share of equity in losses included the full net loss of the venture as a result of the hypothetical liquidation at book value method.
|
(d)
|
We acquired our
40%
tenancy-in-common interest in this venture on September 28, 2017. The results for both the three and
nine months ended September 30, 2017
represent data from its acquisition date through
September 30, 2017
and include pre-opening expenses.
|
(e)
|
On October 19, 2017, the venture sold the Westin Atlanta Perimeter North to an unaffiliated third party. Our share of equity in earnings during the
nine months ended September 30, 2018
is the result of additional cash distributions received in these periods in connection with the disposition.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Venture
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Operating Partnership — Available Cash Distribution (
Note 3
)
|
|
$
|
(2,478
|
)
|
|
$
|
(2,498
|
)
|
|
$
|
(3,450
|
)
|
|
$
|
(5,743
|
)
|
Ritz-Carlton Key Biscayne Venture
(a)
|
|
2,474
|
|
|
8,629
|
|
|
(1,161
|
)
|
|
8,695
|
|
||||
Ritz-Carlton Fort Lauderdale Venture
(a)
|
|
420
|
|
|
882
|
|
|
37
|
|
|
616
|
|
||||
Sheraton Austin Hotel at the Capitol Venture
|
|
(63
|
)
|
|
69
|
|
|
(516
|
)
|
|
(585
|
)
|
||||
Hilton Garden Inn New Orleans French Quarter/CBD Venture
|
|
(30
|
)
|
|
(30
|
)
|
|
(90
|
)
|
|
(102
|
)
|
||||
|
|
$
|
323
|
|
|
$
|
7,052
|
|
|
$
|
(5,180
|
)
|
|
$
|
2,881
|
|
(a)
|
The results for the three and
nine months ended September 30, 2018
reflect the impact of seasonality, with the hotel’s highest demand occurring in the first and second quarters of the year. Losses attributable to noncontrolling interests during both the three and
nine months ended September 30, 2017
were largely attributable to the impact of Hurricane Irma and the results are therefore not comparable to the three and
nine months ended September 30, 2018
.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Carrying Value
|
|
|
|
||||
Fixed rate
(a)
|
$
|
1,029,369
|
|
|
$
|
1,082,367
|
|
Variable rate:
|
|
|
|
||||
WPC Credit Facility — Bridge Loan (
Note 3
)
|
40,802
|
|
|
60,802
|
|
||
WPC Credit Facility — Working Capital Facility (
Note 3
)
|
835
|
|
|
7,835
|
|
||
Non-recourse debt
(a)
:
|
|
|
|
||||
Amount subject to interest rate caps, if applicable
|
239,632
|
|
|
265,954
|
|
||
Amount subject to interest rate swap
|
46,346
|
|
|
47,148
|
|
||
Amount subject to floating interest rate
|
14,491
|
|
|
25,444
|
|
||
|
342,106
|
|
|
407,183
|
|
||
|
$
|
1,371,475
|
|
|
$
|
1,489,550
|
|
Percent of Total Debt
|
|
|
|
||||
Fixed rate
|
75
|
%
|
|
73
|
%
|
||
Variable rate
|
25
|
%
|
|
27
|
%
|
||
|
100
|
%
|
|
100
|
%
|
||
Weighted-Average Interest Rate at End of Period
|
|
|
|
||||
Fixed rate
|
4.3
|
%
|
|
4.3
|
%
|
||
Variable rate
(b)
|
5.2
|
%
|
|
4.3
|
%
|
(a)
|
Aggregate debt balance includes deferred financing costs totaling
$6.9 million
and
$7.3 million
as of
September 30, 2018
and
December 31, 2017
, respectively.
|
(b)
|
The impact of our derivative instruments is reflected in the weighted-average interest rates.
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Non-recourse debt — Principal
(a) (b)
|
$
|
1,336,735
|
|
|
$
|
154,960
|
|
|
$
|
721,227
|
|
|
$
|
410,021
|
|
|
$
|
50,527
|
|
Interest on borrowings
(c)
|
170,751
|
|
|
59,374
|
|
|
88,444
|
|
|
21,483
|
|
|
1,450
|
|
|||||
WPC Credit Facility (Bridge Loan) — Principal
|
40,802
|
|
|
40,802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
WPC Credit Facility (Working Capital Facility) — Principal
|
835
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|||||
Operating and other lease commitments
(d)
|
836,212
|
|
|
5,081
|
|
|
9,798
|
|
|
8,888
|
|
|
812,445
|
|
|||||
Contractual capital commitments
(e)
|
23,313
|
|
|
12,694
|
|
|
10,619
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligation, net
(f)
|
1,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,522
|
|
|||||
|
$
|
2,410,170
|
|
|
$
|
272,911
|
|
|
$
|
830,923
|
|
|
$
|
440,392
|
|
|
$
|
865,944
|
|
(a)
|
Excludes deferred financing costs totaling
$6.9 million
.
|
(b)
|
Total Non-recourse debt — Principal due in less than one year includes
$137.6 million
of scheduled balloon payments on
four
consolidated mortgage loans. We currently intend to refinance these mortgage loans, although there can be no assurance that we will be able to do so on favorable terms, if at all.
|
(c)
|
For variable-rate debt, interest on borrowings is calculated using the swapped or capped interest rate, when in effect.
|
(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
September 30, 2018
, 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)
|
Capital commitments represent our remaining contractual renovation commitments at our Consolidated Hotels, which does not reflect any remaining renovation work as a result of Hurricane Irma (
Note 10
).
|
(f)
|
Represents the estimated future obligation for the removal of asbestos and environmental waste in connection with
three
of our hotels upon the retirement of the asset.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (loss) income attributable to CWI stockholders
|
$
|
(7,210
|
)
|
|
$
|
(8,769
|
)
|
|
$
|
14,697
|
|
|
$
|
(3,799
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of real property
|
18,708
|
|
|
20,541
|
|
|
57,838
|
|
|
61,699
|
|
||||
Net loss (gain) on sale of real estate
|
669
|
|
|
—
|
|
|
(31,260
|
)
|
|
(5,164
|
)
|
||||
Proportionate share of adjustments for partially-owned entities — FFO adjustments
|
4,566
|
|
|
(292
|
)
|
|
5,106
|
|
|
(2,000
|
)
|
||||
Total adjustments
|
23,943
|
|
|
20,249
|
|
|
31,684
|
|
|
54,535
|
|
||||
FFO attributable to CWI stockholders (as defined by NAREIT)
|
16,733
|
|
|
11,480
|
|
|
46,381
|
|
|
50,736
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Straight-line and other rent adjustments
|
1,761
|
|
|
1,350
|
|
|
4,443
|
|
|
4,067
|
|
||||
Net loss on extinguishment of debt
|
322
|
|
|
—
|
|
|
511
|
|
|
225
|
|
||||
(Gain) loss on hurricane-related property damage
(a)
|
(41
|
)
|
|
7,609
|
|
|
(1,106
|
)
|
|
7,609
|
|
||||
Proportionate share of adjustments for partially-owned entities — MFFO adjustments
|
140
|
|
|
(1,700
|
)
|
|
589
|
|
|
(1,724
|
)
|
||||
Total adjustments
|
2,182
|
|
|
7,259
|
|
|
4,437
|
|
|
10,177
|
|
||||
MFFO attributable to CWI stockholders
|
$
|
18,915
|
|
|
$
|
18,739
|
|
|
$
|
50,818
|
|
|
$
|
60,913
|
|
(a)
|
We excluded the hurricane (gain) loss (which does not include business interruption income) because of the non-recurring nature of the adjustment.
|
|
2018 (Remainder)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Fixed-rate debt
|
$
|
3,206
|
|
|
$
|
92,179
|
|
|
$
|
58,623
|
|
|
$
|
458,253
|
|
|
$
|
244,104
|
|
|
$
|
176,870
|
|
|
$
|
1,033,235
|
|
|
$
|
1,011,316
|
|
Variable-rate debt
(a)
|
$
|
46,940
|
|
|
$
|
17,571
|
|
|
$
|
163,739
|
|
|
$
|
75,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
303,500
|
|
|
$
|
303,364
|
|
(a)
|
Excludes
$40.8 million
and
$0.8 million
outstanding under the Bridge Loan and Working Capital Facility, respectively, from WPC (
Note 3
). Unless the Advisory Agreement expires or is terminated, the Bridge Loan and Working Capital Facility, as amended, are currently scheduled to mature on June 30, 2019 and December 31, 2019, respectively.
|
2018 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
|
|||
July
|
|
17,252
|
|
|
$
|
9.90
|
|
|
N/A
|
|
N/A
|
August
|
|
782
|
|
|
9.89
|
|
|
N/A
|
|
N/A
|
|
September
|
|
769,646
|
|
|
9.91
|
|
|
N/A
|
|
N/A
|
|
Total
|
|
787,680
|
|
|
|
|
|
|
|
(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, 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 generally receive fees in connection with share redemptions. The average price paid per share will vary depending on the number of redemption requests that were made during the period, the number of redemption requests that qualify for special circumstances and the most recently published NAV.
|
Exhibit No.
|
|
|
Description
|
|
Method of Filing
|
10.1
|
|
|
Second Amendment to the Loan Agreement, between W. P. Carey Inc., as Lender, and CWI OP, LP, as Borrower, effective as of September 30, 2018
|
|
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.INS
|
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
Carey Watermark Investors Incorporated
|
Date:
|
November 13, 2018
|
|
|
|
|
By:
|
/s/ Mallika Sinha
|
|
|
|
Mallika Sinha
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
Date:
|
November 13, 2018
|
|
|
|
|
By:
|
/s/ Noah K. Carter
|
|
|
|
Noah K. Carter
|
|
|
|
Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
Exhibit No.
|
|
|
Description
|
|
Method of Filing
|
10.1
|
|
|
Second Amendment to the Loan Agreement, between W. P. Carey Inc., as Lender, and CWI OP, LP, as Borrower, effective as of September 30, 2018
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
32
|
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
LENDER
:
|
|
|
|
W. P. Carey Inc
., a Maryland corporation
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
BORROWER
:
|
|
|
|
CWI OP, LP, a Delaware limited partnership
|
|
|
|
By:
|
Carey Watermark Investors
|
|
Incorporated, its general partner
|
|
|
By:
|
|
|
Name:
|
|
Title:
|
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.
|