Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-55461 | |
Entity Registrant Name | WATERMARK LODGING TRUST, INC. | |
Entity Incorporation, State | MD | |
Entity Tax Identification Number | 46-5765413 | |
Entity Address, Street | 150 N. Riverside Plaza | |
Entity Address, City | Chicago, | |
Entity Address, State | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 847 | |
Local Phone Number | 482-8600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001609471 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 167,634,718 | |
Class T | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 61,095,773 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Investments in real estate: | ||
Hotels, at cost | $ 3,206,566 | $ 3,315,792 |
Accumulated depreciation | (362,337) | (356,328) |
Net investments in hotels | 2,844,229 | 2,959,464 |
Assets held for sale | 89,359 | 0 |
Equity investments in real estate | 16,338 | 18,639 |
Operating lease right-of-use assets | 39,509 | 40,729 |
Cash and cash equivalents | 117,524 | 160,383 |
Intangible assets, net | 71,506 | 72,285 |
Restricted cash | 93,781 | 91,081 |
Accounts receivable, net | 64,298 | 46,010 |
Other assets | 34,168 | 30,735 |
Total assets | 3,370,712 | 3,419,326 |
Liabilities | ||
Non-recourse debt, net, including debt attributable to Assets held for sale | 2,173,920 | 2,169,902 |
Mandatorily redeemable preferred stock | 216,944 | 214,158 |
Accounts payable, accrued expenses and other liabilities | 200,115 | 174,217 |
Other liabilities held for sale | 301 | 0 |
Operating lease liabilities | 74,730 | 74,633 |
Total liabilities | 2,666,010 | 2,632,910 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Additional paid-in capital | 1,655,956 | 1,655,554 |
Distributions and accumulated losses | (987,430) | (911,863) |
Accumulated other comprehensive loss | (487) | (724) |
Total stockholders’ equity | 668,267 | 743,195 |
Noncontrolling interests | 36,435 | 43,221 |
Total equity | 704,702 | 786,416 |
Total liabilities and equity | 3,370,712 | 3,419,326 |
Class A | ||
Equity: | ||
Common stock | 167 | 167 |
Class T | ||
Equity: | ||
Common stock | $ 61 | $ 61 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class A | ||
Equity: | ||
Common stock, par share value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 320,000,000 | 320,000,000 |
Common stock, shares, issued (shares) | 167,466,774 | 167,441,281 |
Common shares, outstanding (shares) | 167,466,774 | 167,441,281 |
Class T | ||
Equity: | ||
Common stock, par share value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 80,000,000 | 80,000,000 |
Common stock, shares, issued (shares) | 61,095,773 | 61,102,438 |
Common shares, outstanding (shares) | 61,095,773 | 61,102,438 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Hotel Revenues | ||
Business interruption income | $ 545,000 | $ 193,000 |
Total Hotel Revenues | 96,273,000 | 114,978,000 |
Expenses | ||
Property taxes, insurance, rent and other | 24,224,000 | 17,944,000 |
General and administrative | 12,286,000 | 13,410,000 |
Sales and marketing | 8,480,000 | 11,259,000 |
Repairs and maintenance | 5,557,000 | 4,580,000 |
Depreciation and amortization | 31,882,000 | 18,785,000 |
Total Hotel Operating Expenses | 126,186,000 | 120,710,000 |
Corporate general and administrative expenses | 7,257,000 | 3,589,000 |
Gain on property-related insurance claims | (1,166,000) | 0 |
Impairment charges | 0 | 120,220,000 |
Asset management fees to affiliate | 0 | 3,316,000 |
Transaction costs | 0 | 1,809,000 |
Total Expenses | 132,277,000 | 249,644,000 |
Operating Loss | (36,004,000) | (134,666,000) |
Interest expense | (42,383,000) | (14,429,000) |
Equity in losses of equity method investments in real estate, net | (3,920,000) | (23,393,000) |
Other income (expense) | 77,000 | (20,000) |
Loss before income taxes | (82,230,000) | (172,508,000) |
(Provision for) benefit from income taxes | (125,000) | 3,363,000 |
Net loss | (82,355,000) | (169,145,000) |
Loss (income) attributable to noncontrolling interests | 6,788,000 | (860,000) |
Net loss attributable to Common Stockholders | (75,567,000) | (170,005,000) |
Class A | ||
Expenses | ||
Net loss attributable to Common Stockholders | $ (55,367,000) | $ (170,005,000) |
Basic and diluted weighted-average shares outstanding (in shares) | 167,466,809 | 130,999,153 |
Basic and diluted loss per share (usd per share) | $ (0.33) | $ (1.30) |
Class T | ||
Expenses | ||
Net loss attributable to Common Stockholders | $ (20,200,000) | $ 0 |
Basic and diluted weighted-average shares outstanding (in shares) | 61,099,580 | 0 |
Basic and diluted loss per share (usd per share) | $ (0.33) | $ 0 |
Rooms | ||
Hotel Revenues | ||
Contract revenue | $ 61,250,000 | $ 67,850,000 |
Expenses | ||
Cost of services | 14,627,000 | 17,671,000 |
Food and beverage | ||
Hotel Revenues | ||
Contract revenue | 21,463,000 | 34,994,000 |
Expenses | ||
Cost of services | 17,167,000 | 24,776,000 |
Other operating revenue | ||
Hotel Revenues | ||
Contract revenue | 13,015,000 | 11,941,000 |
Expenses | ||
Cost of services | 4,783,000 | 5,908,000 |
Utilities | ||
Expenses | ||
Cost of services | 4,667,000 | 3,401,000 |
Management fees | ||
Expenses | ||
Cost of services | $ 2,513,000 | $ 2,976,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (82,355) | $ (169,145) |
Other Comprehensive Income (Loss) | ||
Unrealized gain (loss) on derivative instruments | 239 | (1,285) |
Comprehensive Loss | (82,116) | (170,430) |
Amounts Attributable to Noncontrolling Interests | ||
Net loss (income) | 6,788 | (860) |
Unrealized gain on derivative instruments | (2) | (11) |
Comprehensive loss (income) attributable to noncontrolling interests | 6,786 | (871) |
Comprehensive Loss Attributable to Common Stockholders | $ (75,330) | $ (171,301) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Class A | Class T | Common StockClass A | Common StockClass T | Additional Paid-In Capital | Distributions and Accumulated Losses | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | Noncontrolling Interests |
Beginning balance (shares) at Dec. 31, 2019 | 130,083,865 | 0 | ||||||||
Beginning balance, value at Dec. 31, 2019 | $ 697,879 | $ 130 | $ 0 | $ 1,209,691 | $ (562,747) | $ (172) | $ 646,902 | $ 50,977 | ||
Statement of Equity | ||||||||||
Net (loss) income | (169,145) | (170,005) | (170,005) | 860 | ||||||
Shares issued under share incentive plans | 138 | 138 | 138 | |||||||
Shares issued, net of offering costs, (shares) | 925,762 | |||||||||
Shares issued, net of offering costs | 10,538 | $ 1 | 10,537 | 10,538 | ||||||
Shares issued to affiliates (shares) | 378,976 | |||||||||
Shares issued to affiliates | 4,324 | 4,324 | 4,324 | |||||||
Other comprehensive (loss) income | (1,285) | (1,296) | (1,296) | 11 | ||||||
Repurchase of shares (shares) | (63,755) | |||||||||
Repurchase of shares | (703) | (703) | (703) | |||||||
Ending balance (shares) at Mar. 31, 2020 | 131,324,848 | 0 | ||||||||
Ending balance, value at Mar. 31, 2020 | 541,746 | $ 131 | $ 0 | 1,223,987 | (732,752) | (1,468) | 489,898 | 51,848 | ||
Beginning balance (shares) at Dec. 31, 2020 | 167,441,281 | 61,102,438 | 167,441,281 | 61,102,438 | ||||||
Beginning balance, value at Dec. 31, 2020 | 786,416 | $ 167 | $ 61 | 1,655,554 | (911,863) | (724) | 743,195 | 43,221 | ||
Statement of Equity | ||||||||||
Net (loss) income | (82,355) | (75,567) | (75,567) | (6,788) | ||||||
Shares issued under share incentive plans | 296 | 296 | 296 | |||||||
Stock-based compensation to directors (shares) | 27,223 | |||||||||
Stock-based compensation to directors | 150 | 150 | 150 | |||||||
Other comprehensive (loss) income | 239 | 237 | 237 | 2 | ||||||
Repurchase of shares (shares) | (1,730) | (6,665) | ||||||||
Repurchase of shares | (44) | (44) | (44) | |||||||
Ending balance (shares) at Mar. 31, 2021 | 167,466,774 | 61,095,773 | 167,466,774 | 61,095,773 | ||||||
Ending balance, value at Mar. 31, 2021 | $ 704,702 | $ 167 | $ 61 | $ 1,655,956 | $ (987,430) | $ (487) | $ 668,267 | $ 36,435 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows — Operating Activities | ||
Net loss | $ (82,355,000) | $ (169,145,000) |
Adjustments to net loss: | ||
Depreciation and amortization | 31,882,000 | 18,785,000 |
Amortization of fair value adjustments, deferred financing costs and other | 11,560,000 | 736,000 |
Equity in losses of equity method investments in real estate, net | 3,920,000 | 23,393,000 |
Gain on property-related insurance claims | (1,166,000) | 0 |
Business interruption income | (545,000) | (193,000) |
Amortization of stock-based compensation expense | 446,000 | 138,000 |
Impairment charges | 0 | 120,220,000 |
Asset management fees to affiliates settled in shares | 0 | 3,219,000 |
Net changes in other assets and liabilities | 5,822,000 | (9,593,000) |
Net decrease in operating lease right-of-use assets | 1,245,000 | 1,702,000 |
(Repayment) receipt of key money and other deferred incentive payments | (748,000) | 65,000 |
Business interruption insurance proceeds | 545,000 | 193,000 |
(Decrease) increase in due to related parties and affiliates | (206,000) | 12,000 |
Net increase in operating lease liabilities | 97,000 | 191,000 |
Funding of Catastrophic Loss Remediation Work | (36,000) | 0 |
Insurance proceeds for remediation work due to property damage | 16,000 | 326,000 |
Net Cash Used in Operating Activities | (29,523,000) | (9,951,000) |
Cash Flows — Investing Activities | ||
Capital expenditures | (4,717,000) | (6,511,000) |
Property insurance proceeds | 1,309,000 | 0 |
Capital contributions to equity investments in real estate | (790,000) | (904,000) |
Payment of Watermark commitment fee | 0 | (1,151,000) |
Net Cash Used in Investing Activities | (4,198,000) | (8,566,000) |
Cash Flows — Financing Activities | ||
Payments and prepayments of mortgage principal | (5,889,000) | (4,496,000) |
Proceeds from mortgage financing | 839,000 | 0 |
Payment of distribution and shareholder servicing fee | (798,000) | 0 |
Deferred financing costs | (602,000) | (70,000) |
Other financing activities, net | 56,000 | 0 |
Repurchase of shares | (44,000) | (703,000) |
Distributions paid | 0 | (20,357,000) |
Net proceeds from issuance of shares | 0 | 10,554,000 |
Net Cash Used in Financing Activities | (6,438,000) | (15,072,000) |
Change in Cash and Cash Equivalents and Restricted Cash During the Period | ||
Net decrease in cash and cash equivalents and restricted cash | (40,159,000) | (33,589,000) |
Cash and cash equivalents and restricted cash, beginning of period | 251,464,000 | 125,304,000 |
Cash and cash equivalents and restricted cash, end of period | $ 211,305,000 | $ 91,715,000 |
Business
Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business Organization WLT, formerly known as CWI 2, is a self-managed, publicly owned, non-traded real estate investment trust (“REIT”) that, together with its consolidated subsidiaries, invests in, manages and seeks to enhance the value of, interests in lodging and lodging-related properties in the United States. Substantially all of our assets and liabilities are held by, and all of our operations are conducted through CWI 2 OP, LP (the “Operating Partnership”) and we are a general partner and a limited partner of, and own a 99.0% capital interest in, the Operating Partnership, as of March 31, 2021. Watermark Capital Partners, LLC (“Watermark Capital”), which is 100% owned by Mr. Michael G. Medzigian, our Chief Executive Officer, held the remaining 1.0% in the Operating Partnership as of March 31, 2021. On April 13, 2020, Merger Sub merged with and into CWI 1 in an all-stock transaction in which the former stockholders of CWI 1 became stockholders of CWI 2 (the “Merger”). After giving effect to the Merger, CWI 1 became a wholly owned subsidiary of CWI 2 and CWI 2 changed its name to WLT. Concurrently with the closing of the Merger, CWI 2 completed an internalization transaction through which it became self-managed. Until April 13, 2020, we were managed by Carey Lodging Advisors, LLC (the “Advisor”), an indirect subsidiary of W. P. Carey Inc. (“WPC”). The Advisor managed our overall portfolio, including providing oversight and strategic guidance to the independent hotel operators that managed our hotels. CWA, LLC (the “CWI 1 Subadvisor”), a subsidiary of Watermark Capital, provided services to the Advisor, primarily relating to acquiring, managing, financing and disposing of our hotels and overseeing the independent operators that managed the day-to-day operations of our hotels. In addition, the CWI 1 Subadvisor provided us with the services of our Chief Executive Officer, subject to the approval of our independent directors. We held ownership interests in 31 hotels as of March 31, 2021, including 29 hotels that we consolidated (“Consolidated Hotels”) and two hotels that we recorded as equity investments (“Unconsolidated Hotels”). July 2020 Capital Raise On July 21, 2020, we entered into a securities purchase agreement (the “Purchase Agreement”) with ACP Watermark Investment LLC (the “Purchaser”) and, solely with respect to a guaranty, certain other parties thereto. Pursuant to the Purchase Agreement, the Company, in a private placement made in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, agreed to issue and sell to the Purchaser 200,000 shares of 12% Series B Cumulative Redeemable Preferred Stock, liquidation preference $1,000.00 per share (the “Series B Preferred Stock”) and warrants (the “Warrants”) to purchase 16,778,446 units of limited partnership interest of the Operating Partnership (“OP Units”) (“Warrant Units”), for an aggregate purchase price of $200.0 million (the “July Capital Raise”). See Note 13 for additional information on the Series B Preferred Stock and Warrants. The Purchaser has also committed to provide, upon satisfaction of certain conditions, up to an additional $250.0 million to purchase additional shares of the Series B Preferred Stock during the 18 months following the consummation of the July Capital Raise, of which $150.0 million is allocated to working capital needs and other general corporate purposes and $100.0 million is allocated to approved acquisitions. The July Capital Raise closed on July 24, 2020. Among other terms of the Series B Preferred Stock, the Series B Preferred Stock generally prohibits the Company from paying distributions on common stock or redeeming common stock unless the Company has first paid all accrued dividends (and dividends thereon) on the Series B Preferred Stock in cash for all past dividend periods and the current dividend period. There are certain exceptions for the payment of dividends on common stock required for the Company to maintain its REIT qualification, special circumstances redemptions of common stock and redemptions of common stock that are funded with proceeds from issuances of common stock under the Company's distribution reinvestment plan. Additionally, the Company appointed two designees of the Purchaser as members of the Board of Directors at the closing of the July Capital Raise. COVID-19, Management’s Plans and Liquidity The COVID-19 pandemic has had a material adverse effect on our business, results of operations, financial condition and cash flows and will continue to do so for the reasonably foreseeable future. As of May 12, 2021, all of our hotels are open but the majority are operating at significantly reduced levels of occupancy, staffing and expenses. While we have seen improving demand at some of our properties as government-imposed restrictions and limitations on travel and large gatherings have loosened and as the vaccine has become more widely available, we expect the recovery to occur unevenly across our portfolio, with hotels that cater to business travel recovering more slowly than resort properties. Given the uncertainty as to the ultimate severity and duration of the COVID‑19 outbreak and its effects, and the potential for its recurrence, we cannot estimate with reasonable certainty the impact on our business, financial condition or near- or long-term financial or operational results. We have taken actions to help mitigate the effects of the COVID-19 pandemic on our operating results and to preserve our liquidity at both the operating level and corporate level, including: • Completing the July Capital Raise transaction, as discussed above; • Significantly reducing hotel operating costs while demand remained low; • Working with our lenders on debt forbearance plans, as discussed below; • Suspending distributions on, and redemptions of, our common stock, subject to limited exceptions; • Actively pursuing certain asset sales; • Significantly reducing our planned renovation activity by either canceling or deferring this activity to future periods, other than completing projects that are near completion; • Funding expenses using existing reserve accounts and temporarily suspending required contributions to reserves to the extent permitted by our lenders; and • Reducing a portion of the cash compensation paid to our senior management and the Board of Directors in 2020. As of March 31, 2021, we had cash and cash equivalents of $117.5 million. Additionally, under the terms of our agreements with the investors in the July Capital Raise, we have the option to require such investors to purchase up to $150.0 million aggregate liquidation preference of additional shares of Series B Preferred Stock during the 18 months after the closing of the July Capital Raise for additional working capital needs, including the repayment, refinancing or restructuring of indebtedness, subject to our satisfaction of customary conditions. As of March 31, 2021, the mortgage loans for our Consolidated Hotels had an aggregate principal balance totaling $2.2 billion outstanding, all of which is mortgage indebtedness and is generally non-recourse, subject to customary non-recourse carve-outs, except that we have provided certain lenders with limited corporate guaranties aggregating $7.3 million for items such as taxes, deferred debt service and amounts drawn from furniture, fixtures and equipment reserves to pay expenses, in connection with loan modification agreements. Of the $2.2 billion of indebtedness outstanding as of March 31, 2021, approximately $813.1 million is scheduled to mature during the 12 months after the date of this Report. We have worked with our lenders on debt forbearance plans and sought relief to defer interest and principal payments and temporarily waive the application of certain cash flow covenants. As of May 12, 2021, we have executed loan modifications on 24 of our 29 Consolidated Hotel mortgage loans, aggregating $1.9 billion of indebtedness, which had resulted in a temporary deferral of interest and principal payments and/or the granting of temporary covenant relief, which generally lasted for periods ranging from three months to four months. Although these loan modifications have generally expired, we are continuing to work with our lenders on longer-term modifications that will help preserve our liquidity. In addition, we refinanced or extended the maturity date of eight Consolidated Hotel mortgage loans, aggregating $585.6 million of indebtedness, to address loans with near-term mortgage maturities. As of March 31, 2021, we have effectively entered into cash management agreements with the lenders on 27 of our 29 mortgage loans either because the minimum debt service coverage ratio was not met or as a result of a loan modification agreement. The cash management agreements generally permit cash generated from the operations of each hotel to fund the hotel’s operating expenses, debt service, taxes and insurance but restrict distributions of excess cash flow, if any, to the Company to fund corporate expenses. If the Company is unable to repay, refinance or extend maturing mortgage loans, we may choose to market these assets for sale or the lenders may declare events of default and seek to foreclose on the underlying hotels or we may also seek to surrender properties back to the lender. Even if we are able to obtain payment or covenant relief, we may incur increased costs and increased interest rates and we may agree to additional restrictive covenants and other lender protections related to the mortgage loans. Our primary cash uses through June 30, 2022 are expected to be payment of debt service, costs associated with the refinancing or restructuring of indebtedness, funding corporate and hotel level operations, payment of real estate taxes and insurance and payment of preferred stock dividends. Our primary capital sources to meet such uses are expected to be funds generated by |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of equity and statements of cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements of and accompanying notes for the year ended December 31, 2020, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Merger The Merger was accounted for as a business combination in accordance with current authoritative accounting guidance. CWI 1 was the accounting acquirer in the Merger as (i) CWI 1’s pre-merger stockholders had a majority of the voting power in the Company after the Merger and (ii) CWI 1 was significantly larger than CWI 2 when considering assets and revenues. As CWI 1 was the accounting acquirer while CWI 2 was the legal acquirer, the Merger was accounted for as a reverse acquisition, and therefore, the historical financial information included in the Company’s financial statements as of any date, or for any periods prior to April 13, 2020, represents the pre-merger information of CWI 1. The financial statements of the Company, as set forth herein, represent a continuation of the financial information of CWI 1 as the accounting acquirer, except that the equity structure of WLT is adjusted to reflect the equity structure of the legal acquirer, CWI 2, including for comparative periods, by applying the exchange ratio of 0.9106. Basis of Consolidation Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a variable interest entity (“VIE”), and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. There have been no significant changes in our VIE policies from what was disclosed in the 2020 Annual Report. As of both March 31, 2021 and December 31, 2020, we considered three entities to be VIEs, all of which we consolidated as we are considered the primary beneficiary. The following table presents a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets (in thousands): March 31, 2021 December 31, 2020 Net investments in hotels $ 457,721 $ 461,142 Intangible assets, net 36,034 36,234 Total assets 535,818 520,833 Non-recourse debt, net $ 325,685 $ 327,597 Total liabilities 358,308 354,193 Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 117,524 $ 160,383 Restricted cash 93,781 91,081 Total cash and cash equivalents and restricted cash $ 211,305 $ 251,464 |
Agreements and Transactions wit
Agreements and Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Agreements and Transactions with Related Parties | Agreements and Transactions with Related Parties Pre-Merger Agreements with Our Advisor and Affiliates Prior to the Merger, we had an advisory agreement with the Advisor (the “Advisory Agreement”) to perform certain services for us under a fee arrangement, including managing our overall business, our investments and certain administrative duties. The Advisor also had a subadvisory agreement with the CWI 1 Subadvisor (the “Subadvisory Agreement”) whereby the Advisor paid 20% of its fees earned under the Advisory Agreement to the CWI 1 Subadvisor in return for certain personnel services. Upon completion of the Merger on April 13, 2020, both the Advisory Agreement and Subadvisory Agreement were terminated. The following tables present a summary of fees we paid, expenses we reimbursed and distributions we made to the Advisor, the CWI 1 Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended March 31, 2021 2020 Amounts Included in the Consolidated Statements of Operations Personnel and overhead reimbursements $ 108 $ 1,565 Asset management fees — 3,316 $ 108 $ 4,881 Asset Management Fees, Disposition Fees and Loan Refinancing Fees Prior to the Merger, we paid the Advisor an annual asset management fee equal to 0.50% of the aggregate average market value of our investments, as described in the Advisory Agreement. The Advisor was also entitled to receive disposition fees of up to 1.5% of the contract sales price of a property, as well as a loan refinancing fee of up to 1.0% of the principal amount of a refinanced loan, if certain conditions described in the Advisory Agreement were met. If the Advisor elected to receive all or a portion of its fees in shares of our common stock, the number of shares issued was determined by dividing the dollar amount of fees by our most recently published estimated net asset value per share (“NAV”). Upon completion of the Merger on April 13, 2020, the Advisory Agreement was terminated and these fees ceased being incurred. For the three months ended March 31, 2020, we settled $4.3 million of asset management fees in shares of our common stock at the former Advisor’s election. No such fees were settled during the three months ended March 31, 2021. As of March 31, 2021, the former Advisor owned 12,208,243 shares (5.3%) of our total outstanding common stock. Asset management fees are included in Asset management fees to affiliate in the consolidated financial statements. Personnel and Overhead Reimbursements/Reimbursable Costs Prior to the Merger, under the terms of the Advisory Agreement, the Advisor generally allocated expenses of dedicated and shared resources, including the cost of personnel, rent and related office expenses, between us and CWI 2, based on total pro rata hotel revenues on a quarterly basis. Pursuant to the Subadvisory Agreement, after we reimbursed the Advisor, it would subsequently reimburse the CWI 1 Subadvisor for personnel costs and other charges, including the services of our Chief Executive Officer, subject to the approval of our Board of Directors. These reimbursements are included in Corporate general and administrative expenses and Due to related parties and affiliates in the consolidated financial statements. We also granted RSUs to employees of the CWI 1 Subadvisor pursuant to our 2010 Equity Incentive Plan. Upon completion of the Merger on April 13, 2020, both the Advisory Agreement and Subadvisory Agreement were terminated and those expenses ceased being incurred. Subsequent to the Merger, subject to the terms of the Transition Services Agreement, as discussed below, WPC is paid its costs of providing services under this agreement and will be reimbursed for all expenses of providing the services. Available Cash Distributions As of March 31, 2020, Carey Watermark Holdings’ special general partner interest entitled it to receive distributions of 10% of Available Cash (as defined in the limited partnership agreement of CWI OP, LP) generated by CWI OP, LP, subject to certain limitations. In connection with the internalization of the management of the Company in connection with the Merger, CWI OP, LP and the Operating Partnership redeemed the special general partnership interests held by Carey Watermark Holdings, LLC and Carey Watermark Holdings 2, LLC in CWI OP, LP and the Operating Partnership, respectively. Following the redemption, Carey Watermark Holdings, LLC and Carey Watermark Holdings 2, LLC have no further liability or obligation pursuant to the limited partnership agreements of CWI OP, LP or the Operating Partnership, respectively. Post Merger Transactions with Affiliates Transition Services Agreement Pursuant to the Transition Services Agreement dated as of October 22, 2019 entered into between CWI 2 and WPC, WPC will continue to make available to the Company all of the services that WPC provided to CWI 2 prior to the Merger. The term of the Transition Services Agreement is generally 12 months from the effective date of the internalization transaction, with certain services surviving for up to 18 months. WPC will be paid its costs of providing the services and will be reimbursed for all expenses of providing the services. As of March 31, 2021 and December 31, 2020, the amount due to WPC was $0.1 million and $0.2 million, respectively. Pursuant to the Transition Services Agreement dated as of October 22, 2019 entered into between CWI 2 and Watermark Capital, Watermark Capital will continue to make available to the Company all of the services that Watermark Capital provided to CWI 2 prior to the Merger and for the Company to provide certain services to Watermark Capital or its affiliates. Except with respect to particular services provided by the Company to Watermark Capital, the term of the Transition Services Agreement has expired. The Company, in its respective capacity as service provider under such Transition Services Agreement, will be paid its respective costs of providing the services and will be reimbursed for all expenses of providing the services. |
Net Investments in Hotels
Net Investments in Hotels | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Net Investments in Hotels | Net Investments in Hotels Net investments in hotels are summarized as follows (in thousands): March 31, 2021 December 31, 2020 Buildings $ 2,210,394 $ 2,289,031 Land 609,086 627,296 Building and site improvements 187,842 194,162 Furniture, fixtures and equipment 185,398 193,517 Construction in progress 13,846 11,786 Hotels, at cost 3,206,566 3,315,792 Less: Accumulated depreciation (362,337) (356,328) Net investments in hotels $ 2,844,229 $ 2,959,464 During the three months ended March 31, 2021 and 2020, we retired fully depreciated furniture, fixtures and equipment aggregating $5.9 million and $6.3 million, respectively, and recorded net write-offs of fixed assets resulting from property damage insurance claims of $0.1 million and $0.3 million, respectively. Depreciation expense was $31.1 million and $18.4 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and December 31, 2020, accrued capital expenditures were $1.3 million and $0.5 million, respectively, representing non-cash investing activity. Assets and Liabilities Held for Sale As of March 31, 2021, we had one property classified as held for sale, the Sheraton Austin Hotel at the Capitol. This property was sold subsequent to March 31, 2021 ( Note 14 ). No properties were classified as held for sale as of December 31, 2020. Below is a summary of our assets and liabilities held for sale (in thousands): March 31, 2021 Net investments in hotels $ 89,307 Other assets 52 Assets held for sale $ 89,359 Non-recourse debt, net $ 70,253 Other liabilities held for sale $ 301 Impairments |
Equity Investments in Real Esta
Equity Investments in Real Estate | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments in Real Estate | Equity Investments in Real Estate As of March 31, 2021, we owned equity interests in two Unconsolidated Hotels with unrelated third parties. We did not control the ventures that own these hotels, but we exercised significant influence over them. We accounted for these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus contributions and other adjustments required by equity method accounting, such as basis differences from acquisition costs paid to our Advisor that we incur and other-than-temporary impairment charges, if any). Under the conventional approach of accounting for equity method investments, an investor applies its percentage ownership interest to the venture’s net income or loss to determine the investor’s share of the earnings or losses of the venture. This approach is inappropriate if the venture’s capital structure gives different rights and priorities to its investors. Therefore, we followed the hypothetical liquidation at book value (“HLBV”) method in determining our share of these ventures’ earnings or losses for the reporting period as this method better reflects our claim on the ventures’ book value at the end of each reporting period. Earnings for our equity method investments were recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying values of these ventures are affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotels State Number % Owned Hotel Type Carrying Value at March 31, 2021 December 31, 2020 Ritz-Carlton Philadelphia Venture (a) PA 301 60.0 % Full-service $ 15,862 $ 18,157 Hyatt Centric French Quarter Venture (b) LA 254 80.0 % Full-service 476 482 555 $ 16,338 $ 18,639 ___________ (a) We contributed $0.8 million to this investment during the three months ended March 31, 2021. (b) We contributed $0.9 million to this investment during the three months ended March 31, 2021. On April 6, 2021, we acquired the remaining 20% interest in the Hyatt Centric French Quarter Venture from an unaffiliated third party for $2.1 million, bringing our ownership interest to 100% ( Note 14 ). The following table sets forth our share of equity in (losses) earnings from our Unconsolidated Hotels, which is based on the HLBV model, as well as certain amortization adjustments related to basis differentials from acquisitions of investments (in thousands): Three Months Ended March 31, Unconsolidated Hotels 2021 2020 Ritz-Carlton Philadelphia Venture $ (3,063) $ (3,058) Hyatt Centric French Quarter Venture (857) (6) Ritz-Carlton Bacara, Santa Barbara Venture (a) (b) — (20,456) Marriott Sawgrass Golf Resort & Spa Venture (a) — 127 Total equity in losses of equity method investments in real estate, net $ (3,920) $ (23,393) ___________ (a) Upon closing of the Merger on April 13, 2020, the Company owns 100% of this hotel and consolidates its real estate interest in this hotel therefore these amounts represent the equity in (losses) earnings for the respective periods prior to the Merger. (b) Includes an other-than-temporary impairment charge of $17.8 million recognized on this investment during the three months ended March 31, 2020 to reduce the carrying value of our equity investment in the venture to its estimated fair value. No other-than-temporary impairment charges were recognized during the three months ended March 31, 2021. As of both March 31, 2021 and December 31, 2020, the unamortized basis differences on our equity investments were $2.1 million. Net amortization of the basis differences reduced the carrying values of our equity investments b y less than $0.1 million and $0.1 million during the three months ended March 31, 2021 and 2020, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are summarized as follows (dollars in thousands): March 31, 2021 December 31, 2020 Amortization Period (Years) Gross Carrying Amount Accumulated Net Carrying Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Villa/condo rental programs 45 - 55 $ 72,400 $ (9,906) $ 62,494 $ 72,400 $ (9,529) $ 62,871 Trade name 8 9,400 (1,138) 8,262 9,400 (844) 8,556 Other intangible assets 2 - 10 1,633 (883) 750 1,633 (775) 858 Total intangible assets, net $ 83,433 $ (11,927) $ 71,506 $ 83,433 $ (11,148) $ 72,285 Net amortization of intangibles was $0.8 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. Amortization of intangibles is included in Depreciation and amortization and Property tax, insurance, rent and other in the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments, including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. Items Measured at Fair Value on a Recurring Basis Derivative Assets and Liabilities — Our derivative assets, which are included in Other assets in the consolidated financial statements, are comprised of interest rate caps and our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of interest rate swaps ( Note 8 ). The valuation of our derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative instruments for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings and thresholds. These derivative instruments were classified as Level 2 as these instruments are custom, over-the-counter contracts with various bank counterparties that are not traded in an active market. We did not have any transfers into or out of Level 1, Level 2 and Level 3 category of measurements during the three months ended March 31, 2021 or 2020. Gains and losses (realized and unrealized) recognized on items measured at fair value on a recurring basis included in earnings are reported in Other income in the consolidated financial statements. Our non-recourse debt, net which we have classified as Level 3, had a carrying value of $2.2 billion as of both March 31, 2021 and December 31, 2020, respectively, and an estimated fair value of $2.2 billion as of both March 31, 2021 and December 31, 2020, respectively. We determined the estimated fair value using a discounted cash flow model with rates that take into account the interest rate risk. We also considered the value of the underlying collateral, taking into account the quality of the collateral and the then-current interest rate. Our Series A and Series B preferred stock, which we have classified as Level 3, had carrying values of $52.8 million and $164.2 million, respectively, as of March 31, 2021, and $52.0 million and $162.1 million, respectively, as of December 31, 2020, and estimated fair values of $56.7 million and $201.7 million, respectively, as of March 31, 2021, and $54.2 million and $194.9 million, respectively, as of December 31, 2020. We determined the estimated fair value using a discounted cash flow analysis of the interest and anticipated redemption payments associated with the preferred stock. We estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of both March 31, 2021 and December 31, 2020. Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges) We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. Where the undiscounted cash flows for an asset are less than the asset’s carrying value when considering and evaluating the various alternative courses of action that may occur, we recognize an impairment charge to reduce the carrying value of the asset to its estimated fair value. Further, when we classify an asset as held for sale, we carry the asset at the lower of its current carrying value or its fair value, less estimated cost to sell. No impairments were recognized during the three months ended March 31, 2021. See Note 4 and Note 5 for a description of impairment charges recognized during the three months ended March 31, 2020. The Company estimated the fair values of our long-lived real estate and related intangible assets using Level 3 inputs, using a combination of the income capitalization and sales comparison approaches, specifically utilizing a discounted cash flow analysis and recent comparable sales transactions. The estimate of the fair value of the assets for potential impairment, as discussed below, required the Company’s management to exercise significant judgment and make certain key assumptions, including, but not limited to, the following: (i) capitalization rate; (ii) discount rate; (iii) net operating income; and (iv) number of years the property will be held or benefit realized. There are inherent uncertainties in making these estimates, including the impact of the COVID-19 pandemic. For our estimate of the fair value of the assets for impairment tests for our long-lived real estate and related intangible assets during the three months ended March 31, 2020, we used discount rates ranging from 7.0% to 10.5%, with a weighted-average rate of 8.4%, and capitalization rates ranging from 5.0% to 8.5%, with a weighted-average rate of 6.5%. See Note 13 |
Risk Management and Use of Deri
Risk Management and Use of Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Risk Management and Use of Derivative Financial Instruments | Risk Management and Use of Derivative Financial Instruments Risk Management In the normal course of our ongoing business operations, we encounter economic risk. There are two main components of economic risk that impact us: interest rate risk and market risk. We are primarily subject to interest rate risk on our interest-bearing assets and liabilities. Market risk includes changes in the value of our properties and related loans. Derivative Financial Instruments There have been no significant changes in our derivative financial instruments policies from what was disclosed in the 2020 Annual Report. At both March 31, 2021 and December 31, 2020, no cash collateral had been posted nor received for any of our derivative positions. The following table sets forth certain information regarding our derivative instruments on our Consolidated Hotels (in thousands): Derivatives Designated as Hedging Instruments Asset Derivatives Fair Value at Liability Derivatives Fair Value at Balance Sheet Location March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Interest rate caps Other assets $ 42 $ 9 $ — $ — Interest rate swaps Accounts payable, accrued expenses and other liabilities — — (4,331) (5,080) $ 42 $ 9 $ (4,331) $ (5,080) All derivative transactions with an individual counterparty are governed by a master International Swap and Derivatives Association agreement, which can be considered as a master netting arrangement; however, we report all our derivative instruments on a gross basis in our consolidated financial statements. We recognized unrealized income of $0.1 million and unrealized losses of $1.3 million in Other comprehensive income (loss) on derivatives in connection with our interest rate swaps and caps during both the three months ended March 31, 2021 and 2020, respectively. We reclassified $0.1 million from Other comprehensive income (loss) on derivatives into Interest expense during both the three months ended March 31, 2021 and 2020. Amounts reported in Other comprehensive income (loss) related to our interest rate swap and caps will be reclassified to Interest expense as interest is incurred on our variable-rate debt. As of March 31, 2021, we estimated that an additional $0.5 million will be reclassified as Interest expense during the next 12 months related to our interest rate swaps and caps. Interest Rate Swaps and Caps We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our investment partners may obtain variable-rate non-recourse mortgage loans and, as a result, may enter into interest rate swap or cap agreements with counterparties. Interest rate swaps, which effectively convert the variable-rate debt service obligations of a loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. An interest rate cap limits the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements. The interest rate swaps and caps that we had outstanding on our Consolidated Hotels as of March 31, 2021 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Notional Fair Value at Interest Rate Derivatives Instruments Amount March 31, 2021 Interest rate swaps 2 $ 186,800 $ (4,331) Interest rate caps 9 427,475 42 $ (4,289) Credit Risk-Related Contingent Features Some of the agreements we have with our derivative counterparties contain cross-default provisions that could trigger a declaration of default on our derivative obligations if we default, or are capable of being declared in default, on certain of our indebtedness. As of both March 31, 2021 and December 31, 2020, we had not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives in a net liability position was $4.6 million and $5.3 million as of March 31, 2021 and December 31, 2020, respectively, which included accrued interest and any nonperformance risk adjustments. If we had breached any of these provisions as of March 31, 2021 or December 31, 2020, we could have been required to settle our obligations under these agreements at their aggregate termination value of $4.8 million and $5.6 million, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Our debt consists of mortgage notes payable, which are collateralized by the assignment of hotel properties. The following table presents the non-recourse debt, net on our Consolidated Hotel investments (dollars in thousands): Carrying Amount at Interest Rate Range Current Maturity Date Range (a) March 31, 2021 December 31, 2020 Fixed rate 3.6% – 5.9% 06/21 – 04/24 $ 1,286,839 $ 1,286,839 Variable rate (b) 2.4% – 8.5% 06/21 – 11/23 887,081 883,063 $ 2,173,920 $ 2,169,902 ___________ (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 as of March 31, 2021 through the use of an interest rate swap or cap, when applicable. Pursuant to our mortgage loan agreements, our consolidated subsidiaries are subject to various operational and financial covenants, including minimum debt service coverage and debt yield ratios. Most of our mortgage loan agreements contain “lock-box” provisions, which permit the lender to access or sweep a hotel’s excess cash flow and could be triggered by the lender under limited circumstances, including the failure to maintain minimum debt service coverage ratios. If a lender requires that we enter into a cash management agreement, we would generally be permitted to spend an amount equal to our budgeted hotel operating expenses, taxes, insurance and capital expenditure reserves for the relevant hotel. The lender would then hold all excess cash flow after the payment of debt service in an escrow account until certain performance hurdles are met. As of March 31, 2021, we have effectively entered into cash management agreements with the lenders on 27 of our 29 mortgage loans either because the minimum debt service coverage ratio was not met or as a result of a loan modification agreement. We have worked with our lenders on debt forbearance plans and sought relief to defer interest and principal payments and temporarily waive the application of certain cash flow covenants. See Note 1 for further discussion. Financing Activity During 2021 On March 5, 2021, we refinanced the $190.0 million Ritz-Carlton Key Biscayne non-recourse mortgage loan, which extended the maturity date of the loan from August 1, 2021 to August 1, 2023. The principal balance and interest rate of 4.0% remain unchanged. This refinancing was accounted for as a loan modification and no gain or loss was recognized. On March 15, 2021, we refinanced the $45.5 million Equinox Golf Resort & Spa non-recourse mortgage loan, which extended the maturity date of the loan from March 1, 2021 to March 1, 2023. The principal balance and interest rate of 4.5% remain unchanged. This refinancing was accounted for as a loan modification and no gain or loss was recognized. Scheduled Debt Principal Payments Scheduled debt principal payments during the remainder of 2021 and each of the next four calendar years following December 31, 2021 are as follows (in thousands): Years Ending December 31, Total 2021 (remainder) $ 460,208 2022 1,105,347 2023 602,893 2024 50,252 2025 — Total principal payments 2,218,700 Unamortized debt discount (38,428) Unamortized deferred financing costs (6,352) Total $ 2,173,920 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2021, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us, including liens for which we may obtain a bond, provide collateral or provide an indemnity, but we do not expect the results of such proceedings to have a material adverse effect on our consolidated financial position, results of operations or cash flows. Hotel Management Agreements As of March 31, 2021, our hotel properties were operated pursuant to long-term management agreements with 11 different management companies, with initial terms ranging from five Franchise Agreements Sixteen of our hotel properties operated under franchise or license agreements with national brands that are separate from our management agreements. As of March 31, 2021, we had 11 franchise agreements with Marriott-owned brands, two with Hilton-owned brands, one with InterContinental Hotels-owned brands and two with a Hyatt-owned brand related to our hotels. Our typical franchise agreements have initial terms ranging from 15 to 25 years. Three of our hotels are not operated with a hotel brand so the hotels do not have franchise agreements. Generally, our franchise agreements provide for a license fee, or royalty, of 3.0% to 6.0% of room revenues and, if applicable, 2.0% to 3.0% of food and beverage revenue. In addition, we generally pay 1.0% to 4.5% of room revenues as marketing and reservation system contributions for the system-wide benefit of brand hotels. Franchise fees are included in sales and marketing expense in our consolidated financial statements. We incurred franchise fee expense, including amortization of deferred franchise fees, of $0.9 million and $2.3 million for the three months ended March 31, 2021 and 2020, respectively. Capital Expenditures and Reserve Funds With respect to our hotels that are operated under management or franchise agreements with major international hotel brands and for most of our hotels subject to mortgage loans, we are obligated to maintain furniture, fixtures and equipment reserve accounts for future capital expenditures sufficient to cover the cost of routine improvements and alterations at these hotels. The amount funded into each of these reserve accounts is generally determined pursuant to the management agreements, franchise agreements and/or mortgage loan documents for each of the respective hotels and typically ranges between 3.0% and 5.0% of the respective hotel’s total gross revenue. As of March 31, 2021 and December 31, 2020, $48.9 million and $51.0 million, respectively, was held in furniture, fixtures and equipment reserve accounts for future capital expenditures and is included in Restricted cash in the consolidated financial statements. In addition, due to the effects of the COVID-19 pandemic on our operations, we have been working with the brands, management companies and lenders and have used a portion of the available restricted cash reserves to cover operating costs at our properties, of which $2.7 million is subject to replenishment requirements. Renovation Commitments Certain of our hotel franchise and loan agreements require us to make planned renovations to our hotels. Additionally, from time to time, certain of our hotels may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, public space, meeting space, and/or restaurants, in order to better compete with other hotels and alternative lodging options in our markets. As of March 31, 2021, we had various contracts outstanding with third parties in connection with the renovation of certain of our hotels. The remaining commitments under these contracts as of March 31, 2021 totaled $16.4 million. As discussed in Note 1 , as a response to the COVID-19 pandemic, we have significantly reduced our planned renovation activity by either canceling or deferring this activity to future periods, other than completing projects that are near completion. Funding for a renovation will first come from our furniture, fixtures and equipment reserve accounts, to the extent permitted by the terms of the management agreement. Should these reserves be unavailable or insufficient to cover the cost of the renovation, we will fund all or the remaining portion of the renovation with existing cash resources or other sources of available capital, including cash flow from operations. Leases Lease Obligations We recognize an operating right-of-use asset and a corresponding lease liability for ground lease arrangements, hotel parking leases and various hotel equipment leases for which we are the lessee. Our leases have remaining lease terms ranging from less than one year to 86 years (excluding extension options not reasonably certain of being exercised). Lease Cost Certain information related to the total lease cost for operating leases is as follows (in thousands): Three Months Ended March 31, 2021 2020 Fixed lease cost $ 2,850 $ 3,309 Variable lease cost (a) 28 99 Total lease cost $ 2,878 $ 3,408 ___________ (a) Our variable lease payments consist of payments based on a percentage of revenue. |
Loss Per Share and Equity
Loss Per Share and Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Loss Per Share and Equity | Loss Per Share and Equity Loss Per Share The computation of basic and diluted earnings per share is as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Per Share Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock (a) 167,466,809 $ (55,367) $ (0.33) 130,999,153 $ (170,005) $ (1.30) Class T common stock 61,099,580 (20,200) (0.33) — — — Net loss attributable to Common Stockholders $ (75,567) $ (170,005) ___________ (a) For purposes of determining the weighted-average number of shares of Class A common stock outstanding and loss per share, amounts for the periods prior to the Merger have been adjusted to give effect to the exchange ratio of 0.9106 ( Note 2 ). The allocation of net loss attributable to common stockholders is calculated based on the weighted-average shares outstanding for Class A common stock and Class T common stock for the period. Noncontrolling Interest in the Operating Partnership We consolidate the Operating Partnership, which is a majority-owned limited partnership that has a noncontrolling interest. As of March 31, 2021 and December 31, 2020, the Operating Partnership had 230,980,543 and 230,961,715 OP Units outstanding, respectively, of which 99.0% of the outstanding OP Units were owned by the Company, and the noncontrolling 1.0% ownership interest was owned by Mr. Medzigian. As of both March 31, 2021 and December 31, 2020, Mr. Medzigian owned 2,417,996 OP Units. The outstanding OP Units held by Mr. Medzigian are exchangeable on a one-for-one basis into shares of WLT Class A common stock. Additionally, we had 16,778,446 Warrant Units outstanding as of both March 31, 2021 and December 31, 2020. The noncontrolling interest is included in noncontrolling interest on the consolidated balance sheet. Reclassifications Out of Accumulated Other Comprehensive Loss The following table presents a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands): Three Months Ended March 31, Gains and Losses on Derivative Instruments 2021 2020 Beginning balance $ (724) $ (172) Other comprehensive income (loss) before reclassifications 90 (1,342) Amounts reclassified from accumulated other comprehensive loss to: Interest expense 149 62 Equity in losses of equity method investments in real estate, net — (5) Total 149 57 Net current period other comprehensive income (loss) 239 (1,285) Net current period other comprehensive income attributable to noncontrolling interests (2) (11) Ending balance $ (487) $ (1,468) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We elected to be treated as a REIT and believe that we have been organized and have operated in such a manner to maintain our qualification as a REIT for federal and state income tax purposes. As a REIT, we are generally not subject to corporate level federal income taxes on earnings distributed to our stockholders. Since inception, we have distributed at least 100% of our taxable income annually and intend to do so for the tax year ending December 31, 2021, if applicable. Accordingly, we have not included any provisions for federal income taxes related to the REIT in the accompanying consolidated financial statements for the three months ended March 31, 2021 and 2020. We conduct business in various states and municipalities within the United States, and, as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. As a result, we are subject to certain state and local taxes and a provision for such taxes is included in the consolidated financial statements. Certain of our subsidiaries have elected taxable REIT subsidiary (“TRS”) status. A TRS may provide certain services considered impermissible for REITs and may hold assets that REITs may not hold directly. On April 20, 2020, the TRSs that were previously wholly-owned by CWI 1 were contributed into the wholly-owned WLT combined TRS in a tax-free restructuring. This restructuring resulted in a single federal tax filing for the WLT combined TRS, which included the contributed entities. The WLT combined TRS values the deferred tax assets and liabilities of the combined entities based on the WLT combined TRS’s deferred tax rate. The accompanying consolidated financial statements include an interim tax provision for our TRSs for the three months ended March 31, 2021 and 2020. Current income tax expense was $0.1 million for the three months ended March 31, 2021 and current income tax benefit was $3.4 million for the three months ended March 31, 2020. We have historically calculated the provision for income taxes during interim periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the interim per iod. We used a discrete effective tax rate method to calculate taxes for the three months ended March 31, 2020 as we determined that, since estimates of “ordinary” income were unreliable due to the impact of the COVID-19 pandemic, the historical method would not provide a reliable estimate for the three months ended March 31, 2020. For purposes of the interim period provision for the three months ended March 31, 2021, we determined that our estimates of ordinary income were reliable, therefore we computed the interim provision consistent with our historical method. In light of the COVID-19 outbreak during the first quarter of 2020, we monitored tax considerations and the potential impact on our consolidated financial statements. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) (U.S. federal legislation enacted on March 27, 2020 in response to the COVID-19 pandemic) provides that net operating losses generated in 2018, 2019, or 2020 may be carried back to offset taxable income earned during the five-year period prior to the year in which the net operating loss was generated. By carrying back certain net operating losses, we recognized a current tax benefit of $3.6 million during the three months ended March 31, 2020, which is included within current tax benefit described in the previous para graph. No such benefit was recorded during the three months ended March 31, 2021. Our TRSs are subject to U.S. federal and state income taxes. As such, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe that it is more likely than not that we will not realize the tax benefit of deferred tax assets based on available evidence at the time the determination is made. A change in circumstances may cause us to change our judgment about whether a deferred tax asset will more likely than not be realized. We generally report any change in the valuation allowance through our income statement in the period in which such changes in circumstances occur. The majority of our deferred tax assets relate to net operating losses, accrued expenses and deferred key money liabilities. (Provision for) benefit from income taxes included net deferred income tax expense of less than $0.1 million for both the three months ended March 31, 2021 and 2020. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Stock | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Mandatorily Redeemable Preferred Stock | Mandatorily Redeemable Preferred Stock As of both March 31, 2021 and December 31, 2020, we had authorized 50,000,000 shares of preferred stock, $0.001 par value per share. Series A Preferred Stock On April 13, 2020, we issued 1,300,000 shares of WLT Series A preferred stock, $0.001 par value per share, with a liquidation preference of $50.00 per share (the “Series A Preferred Stock”) to WPC. Dividends Dividends are comprised of cumulative preferential dividends that holders of the Series A Preferred Stock are entitled to receive at a rate of 5% per year, with the rate increasing to 7% on the second anniversary of the Merger and increasing to 8% on the third anniversary of the Merger. Dividends accrue annually. Any dividend payable on the Series A Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Redemption Partial Redemption – On both April 13, 2023 and April 13, 2024, the holders of the Series A Preferred Stock may elect to have the Company redeem 25% of the shares of the Series A Preferred Stock outstanding as of the respective dates for cash at a redemption price per share equal to $50.00, plus all accrued and unpaid dividends thereon up to and including the date of redemption, without interest, to the extent the Company has funds legally available therefor. Full Redemption – At the earlier of April 13, 2025 or a redemption event (as defined in the Articles Supplementary governing the Series A Preferred Stock), the holders of the Series A Preferred Stock may elect to have the Company redeem all of the outstanding shares of the Series A Preferred Stock for cash at a redemption price per share equal to $50.00, plus all accrued and unpaid dividends thereon up to and including the date of redemption, without interest, to the extent the Company has funds legally available therefor. As a result of the issuance of the Series B Preferred Stock during the third quarter of 2020, which we concluded was within the scope of Accounting Standards Codification 480 and which we recorded as a liability as a result of its certainty to be redeemed, we reevaluated the classification of our Series A Preferred Stock and because of certain protective provisions that prohibit the Company from purchasing or redeeming capital stock of the Company for as long as any shares of Series A Preferred Stock remain outstanding (as more fully described in the Articles Supplementary governing the Series A Preferred Stock), we concluded that Series A Preferred Stock was now certain to be redeemed. Series B Preferred Stock and Warrants On July 24, 2020, we issued 200,000 shares of our newly designated Series B Preferred Stock, with a liquidation preference of $1,000.00 per share and Warrants to purchase 16,778,446 Warrant Units, for an aggregate purchase price of $200.0 million. The Warrant exercise price is $0.01 per Warrant Unit, and the Warrants expire on July 24, 2027. The Warrant Units are recorded as noncontrolling interest in the consolidated balance sheets totaling $14.2 million and $19.8 million as of March 31, 2021 and December 31, 2020, respectively. The Warrants require that, if the Operating Partnership pays any distribution to holders of OP Units, then the Operating Partnership shall concurrently distribute the same securities, cash, indebtedness, rights or other property to the holders of Warrants as if the Warrants had been exercised into Warrant Units on the date of such distribution. The Warrants include a call option that will allow the Company to purchase Warrants, Warrant Units and Common Stock issued on redemption of Warrant Units from the Purchaser or its transferees at a specified call price until the Common Stock is approved for trading on any securities exchange registered as a national securities exchange under Section 6 of the Securities and Exchange Act of 1934, as amended (or the equivalent thereof in a jurisdiction outside the United States). Dividends The holders are entitled to receive cumulative dividends per share of Series B Preferred Stock at the rate of 12% per year. Dividends can be paid in cash or in the form of additional shares of Series B Preferred Stock with the value thereof equal to the liquidation preference of such shares, at the option of the Company. The dividends are cumulative, compound quarterly and accrue, whether or not earned or declared, from and after the date of issue. Redemption On July 24, 2025, the Company is obligated to redeem all shares of Series B Preferred Stock at a redemption price, payable in cash, equal to the then applicable liquidation preference plus all accrued and unpaid dividends. The Company, at its option, may redeem for cash, in whole or in part from time to time, any or all of the outstanding shares of Series B Preferred Stock upon giving the notice described in the Articles Supplementary governing the Series B Preferred Stock at a price determined in the Articles Supplementary. Dividends accrued included in interest expense in the consolidated financial statements related to our Series A and Series B Preferred Stock during the three months ended March 31, 2021 totale d $7.1 million . The following table presents the carrying value of our Series A and Series B Preferred Stock: March 31, 2021 Series A Series B Preferred Stock Preferred Stock Total Liquidation value $ 65,000 $ 200,000 $ 265,000 Fair value discount (14,310) (30,358) (44,668) 50,690 169,642 220,332 Accumulated amortization of fair value discount 2,082 4,171 6,253 Deferred financing costs — (11,177) (11,177) Accumulated amortization of deferred financing costs — 1,536 1,536 $ 52,772 $ 164,172 $ 216,944 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 6, 2021, we acquired the remaining 20% interest in the Hyatt Centric French Quarter Venture from an unaffiliated third party for $2.1 million, bringing our ownership interest to 100%, and refinanced the $29.7 million non-recourse mortgage loan on the property, which extended the maturity date of the loan from April 26, 2021 to April 6, 2023 and provides for a one-year extension option, subject to certain conditions. The principal balance remains unchanged. On May 5, 2021, the Sheraton Austin Hotel at the Capitol venture sold the Sheraton Austin Hotel at the Capitol to an unaffiliated third-party. The venture received net proceeds of approximately $36.4 million from the sale after the repayment of the related mortgage loan. |
Basis of Presentation - (Polici
Basis of Presentation - (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the rules and regulations of the SEC applicable to financial information. The unaudited financial statements include all adjustments that are necessary, in the opinion of management, to fairly state the consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of equity and statements of cash flows. |
Basis of Consolidation | Our consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portions of equity in consolidated subsidiaries that are not attributable, directly or indirectly, to us are presented as noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. |
Variable Interest Entity | When we obtain an economic interest in an entity, we evaluate the entity to determine if it should be deemed a variable interest entity (“VIE”), and, if so, whether we are the primary beneficiary and are therefore required to consolidate the entity. There have been no significant changes in our VIE policies from what was disclosed in the 2020 Annual Report. As of both March 31, 2021 and December 31, 2020, we considered three entities to be VIEs, all of which we consolidated as we are considered the primary beneficiary. |
Reclassifications | Certain prior period amounts have been reclassified to conform to the current period presentation. |
Equity Investments in Real Estate | Under the conventional approach of accounting for equity method investments, an investor applies its percentage ownership interest to the venture’s net income or loss to determine the investor’s share of the earnings or losses of the venture. This approach is inappropriate if the venture’s capital structure gives different rights and priorities to its investors. Therefore, we followed the hypothetical liquidation at book value (“HLBV”) method in determining our share of these ventures’ earnings or losses for the reporting period as this method better reflects our claim on the ventures’ book value at the end of each reporting period. Earnings for our equity method investments were recognized in accordance with each respective investment agreement and, where applicable, based upon the allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period. |
Fair Value Measurements | The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments, including interest rate caps and swaps; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions. Items Measured at Fair Value on a Recurring Basis Derivative Assets and Liabilities — Our derivative assets, which are included in Other assets in the consolidated financial statements, are comprised of interest rate caps and our derivative liabilities, which are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, are comprised of interest rate swaps ( Note 8 ). |
Basis of Presentation - (Tables
Basis of Presentation - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents a summary of selected financial data of consolidated VIEs included in the consolidated balance sheets (in thousands): March 31, 2021 December 31, 2020 Net investments in hotels $ 457,721 $ 461,142 Intangible assets, net 36,034 36,234 Total assets 535,818 520,833 Non-recourse debt, net $ 325,685 $ 327,597 Total liabilities 358,308 354,193 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 117,524 $ 160,383 Restricted cash 93,781 91,081 Total cash and cash equivalents and restricted cash $ 211,305 $ 251,464 |
Schedule of Restrictions On Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 117,524 $ 160,383 Restricted cash 93,781 91,081 Total cash and cash equivalents and restricted cash $ 211,305 $ 251,464 |
Agreements and Transactions w_2
Agreements and Transactions with Related Parties - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables present a summary of fees we paid, expenses we reimbursed and distributions we made to the Advisor, the CWI 1 Subadvisor and other affiliates, as described below, in accordance with the terms of those agreements (in thousands): Three Months Ended March 31, 2021 2020 Amounts Included in the Consolidated Statements of Operations Personnel and overhead reimbursements $ 108 $ 1,565 Asset management fees — 3,316 $ 108 $ 4,881 |
Net Investments in Hotels - (Ta
Net Investments in Hotels - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate [Abstract] | |
Schedule of Hotel Properties | Net investments in hotels are summarized as follows (in thousands): March 31, 2021 December 31, 2020 Buildings $ 2,210,394 $ 2,289,031 Land 609,086 627,296 Building and site improvements 187,842 194,162 Furniture, fixtures and equipment 185,398 193,517 Construction in progress 13,846 11,786 Hotels, at cost 3,206,566 3,315,792 Less: Accumulated depreciation (362,337) (356,328) Net investments in hotels $ 2,844,229 $ 2,959,464 |
Schedule of Assets and Liabilities Held For Sale | Below is a summary of our assets and liabilities held for sale (in thousands): March 31, 2021 Net investments in hotels $ 89,307 Other assets 52 Assets held for sale $ 89,359 Non-recourse debt, net $ 70,253 Other liabilities held for sale $ 301 |
Equity Investments in Real Es_2
Equity Investments in Real Estate - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying values of these ventures are affected by the timing and nature of distributions (dollars in thousands): Unconsolidated Hotels State Number % Owned Hotel Type Carrying Value at March 31, 2021 December 31, 2020 Ritz-Carlton Philadelphia Venture (a) PA 301 60.0 % Full-service $ 15,862 $ 18,157 Hyatt Centric French Quarter Venture (b) LA 254 80.0 % Full-service 476 482 555 $ 16,338 $ 18,639 ___________ (a) We contributed $0.8 million to this investment during the three months ended March 31, 2021. (b) We contributed $0.9 million to this investment during the three months ended March 31, 2021. On April 6, 2021, we acquired the remaining 20% interest in the Hyatt Centric French Quarter Venture from an unaffiliated third party for $2.1 million, bringing our ownership interest to 100% ( Note 14 ). The following table sets forth our share of equity in (losses) earnings from our Unconsolidated Hotels, which is based on the HLBV model, as well as certain amortization adjustments related to basis differentials from acquisitions of investments (in thousands): Three Months Ended March 31, Unconsolidated Hotels 2021 2020 Ritz-Carlton Philadelphia Venture $ (3,063) $ (3,058) Hyatt Centric French Quarter Venture (857) (6) Ritz-Carlton Bacara, Santa Barbara Venture (a) (b) — (20,456) Marriott Sawgrass Golf Resort & Spa Venture (a) — 127 Total equity in losses of equity method investments in real estate, net $ (3,920) $ (23,393) ___________ (a) Upon closing of the Merger on April 13, 2020, the Company owns 100% of this hotel and consolidates its real estate interest in this hotel therefore these amounts represent the equity in (losses) earnings for the respective periods prior to the Merger. (b) Includes an other-than-temporary impairment charge of $17.8 million recognized on this investment during the three months ended March 31, 2020 to reduce the carrying value of our equity investment in the venture to its estimated fair value. |
Intangible Assets - (Tables)
Intangible Assets - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are summarized as follows (dollars in thousands): March 31, 2021 December 31, 2020 Amortization Period (Years) Gross Carrying Amount Accumulated Net Carrying Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets Villa/condo rental programs 45 - 55 $ 72,400 $ (9,906) $ 62,494 $ 72,400 $ (9,529) $ 62,871 Trade name 8 9,400 (1,138) 8,262 9,400 (844) 8,556 Other intangible assets 2 - 10 1,633 (883) 750 1,633 (775) 858 Total intangible assets, net $ 83,433 $ (11,927) $ 71,506 $ 83,433 $ (11,148) $ 72,285 |
Risk Management and Use of De_2
Risk Management and Use of Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments On Our Consolidated Hotels | The following table sets forth certain information regarding our derivative instruments on our Consolidated Hotels (in thousands): Derivatives Designated as Hedging Instruments Asset Derivatives Fair Value at Liability Derivatives Fair Value at Balance Sheet Location March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Interest rate caps Other assets $ 42 $ 9 $ — $ — Interest rate swaps Accounts payable, accrued expenses and other liabilities — — (4,331) (5,080) $ 42 $ 9 $ (4,331) $ (5,080) |
Schedule of Derivative Instruments | The interest rate swaps and caps that we had outstanding on our Consolidated Hotels as of March 31, 2021 were designated as cash flow hedges and are summarized as follows (dollars in thousands): Number of Notional Fair Value at Interest Rate Derivatives Instruments Amount March 31, 2021 Interest rate swaps 2 $ 186,800 $ (4,331) Interest rate caps 9 427,475 42 $ (4,289) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the non-recourse debt, net on our Consolidated Hotel investments (dollars in thousands): Carrying Amount at Interest Rate Range Current Maturity Date Range (a) March 31, 2021 December 31, 2020 Fixed rate 3.6% – 5.9% 06/21 – 04/24 $ 1,286,839 $ 1,286,839 Variable rate (b) 2.4% – 8.5% 06/21 – 11/23 887,081 883,063 $ 2,173,920 $ 2,169,902 ___________ (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 as of March 31, 2021 through the use of an interest rate swap or cap, when applicable. |
Scheduled of Debt Principal Payments | Scheduled debt principal payments during the remainder of 2021 and each of the next four calendar years following December 31, 2021 are as follows (in thousands): Years Ending December 31, Total 2021 (remainder) $ 460,208 2022 1,105,347 2023 602,893 2024 50,252 2025 — Total principal payments 2,218,700 Unamortized debt discount (38,428) Unamortized deferred financing costs (6,352) Total $ 2,173,920 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Certain Information Related to The Total Lease Cost | Certain information related to the total lease cost for operating leases is as follows (in thousands): Three Months Ended March 31, 2021 2020 Fixed lease cost $ 2,850 $ 3,309 Variable lease cost (a) 28 99 Total lease cost $ 2,878 $ 3,408 ___________ (a) Our variable lease payments consist of payments based on a percentage of revenue. |
Loss Per Share and Equity - (Ta
Loss Per Share and Equity - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The computation of basic and diluted earnings per share is as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2021 Three Months Ended March 31, 2020 Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Per Share Basic and Diluted Weighted-Average Allocation of Loss Basic and Diluted Loss Class A common stock (a) 167,466,809 $ (55,367) $ (0.33) 130,999,153 $ (170,005) $ (1.30) Class T common stock 61,099,580 (20,200) (0.33) — — — Net loss attributable to Common Stockholders $ (75,567) $ (170,005) ___________ (a) For purposes of determining the weighted-average number of shares of Class A common stock outstanding and loss per share, amounts for the periods prior to the Merger have been adjusted to give effect to the exchange ratio of 0.9106 ( Note 2 ). |
Schedule of Reclassification Out of Accumulated Other Comprehensive Income | The following table presents a reconciliation of changes in Accumulated other comprehensive loss by component for the periods presented (in thousands): Three Months Ended March 31, Gains and Losses on Derivative Instruments 2021 2020 Beginning balance $ (724) $ (172) Other comprehensive income (loss) before reclassifications 90 (1,342) Amounts reclassified from accumulated other comprehensive loss to: Interest expense 149 62 Equity in losses of equity method investments in real estate, net — (5) Total 149 57 Net current period other comprehensive income (loss) 239 (1,285) Net current period other comprehensive income attributable to noncontrolling interests (2) (11) Ending balance $ (487) $ (1,468) |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Mandatorily Redeemable Capital Stock | The following table presents the carrying value of our Series A and Series B Preferred Stock: March 31, 2021 Series A Series B Preferred Stock Preferred Stock Total Liquidation value $ 65,000 $ 200,000 $ 265,000 Fair value discount (14,310) (30,358) (44,668) 50,690 169,642 220,332 Accumulated amortization of fair value discount 2,082 4,171 6,253 Deferred financing costs — (11,177) (11,177) Accumulated amortization of deferred financing costs — 1,536 1,536 $ 52,772 $ 164,172 $ 216,944 |
Business (Details)
Business (Details) $ / shares in Units, $ in Thousands | May 12, 2021USD ($)loan | Jul. 24, 2020USD ($)$ / sharesshares | Jul. 21, 2020USD ($)director$ / sharesshares | Mar. 31, 2021USD ($)loanproperty | Dec. 31, 2020USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Aggregate purchase price | $ 200,000 | $ 200,000 | |||
Designees | director | 2 | ||||
Cash and cash equivalents | $ 117,524 | $ 160,383 | |||
Non-recourse debt, net, including debt attributable to Assets held for sale | 2,173,920 | $ 2,169,902 | |||
Liabilities for corporate guarantees | 7,300 | ||||
Current portion of long term debt | $ 813,100 | ||||
Number of mortgage loans count | loan | 29 | ||||
Number of mortgage loans under cash management agreements | loan | 27 | ||||
Subsequent Event | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Number of modified loans (loans) | loan | 24 | ||||
Number of mortgage loans count | loan | 29 | ||||
Number of loans modified | $ 1,900,000 | ||||
Number of mortgage loans extended | loan | 8 | ||||
Loans refinanced | $ 585,600 | ||||
Subsequent Event | Minimum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Covenant relief period | 3 months | ||||
Subsequent Event | Maximum | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Covenant relief period | 4 months | ||||
Warrant | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Amount of shares purchasable with exercise of warrant (shares) | shares | 16,778,446 | ||||
Series B Preferred Stock | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Preferred stock, share issued (shares) | shares | 200,000 | 200,000 | |||
Preferred stock dividend rate (percent) | 12.00% | 12.00% | |||
Preferred stock liquidation preference (usd per share) | $ / shares | $ 1,000 | $ 1,000 | |||
Proceeds reserved for working capital and other general expenses | $ 150,000 | ||||
Proceeds reserved for acquisition | 100,000 | ||||
Aggregate optional purchase requirement for investors | $ 150,000 | ||||
Series B Preferred Stock | The Purchaser | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Purchase commitment | $ 250,000 | ||||
Share repurchase term (term) | 18 months | 18 months | |||
Hotel | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Number of real estate properties (property) | property | 31 | ||||
Hotel | Consolidated Properties | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Number of real estate properties (property) | property | 29 | ||||
Hotel | Unconsolidated Properties | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Number of real estate properties (property) | property | 2 | ||||
Operating Partnership | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Capital interest ownership in operating partnership (percentage) | 99.00% | ||||
Operating Partnership | CEO | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Capital interest ownership in operating partnership (percentage) | 1.00% | ||||
Watermark Capital | CEO | |||||
Collaborative Arrangement and Arrangement Other than Collaborative | |||||
Ownership interest (percentage) | 100.00% |
Basis of Presentation - Narrati
Basis of Presentation - Narratives (Details) | Mar. 31, 2021variableInterestEntity | Dec. 31, 2020variableInterestEntity | Apr. 13, 2020$ / shares |
Business Acquisition | |||
Variable interest entities, count | variableInterestEntity | 3 | 3 | |
CWI | |||
Business Acquisition | |||
Exchange ratio | $ / shares | $ 0.9106 |
Basis of Presentation - Variabl
Basis of Presentation - Variable Interest Entity Disclosure (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Net investments in hotels | $ 2,844,229 | $ 2,959,464 |
Intangible assets, net | 71,506 | 72,285 |
Total assets | 3,370,712 | 3,419,326 |
Liabilities | ||
Non-recourse debt, net | 2,173,920 | 2,169,902 |
Total liabilities | 2,666,010 | 2,632,910 |
VIE | ||
Assets | ||
Net investments in hotels | 457,721 | 461,142 |
Intangible assets, net | 36,034 | 36,234 |
Total assets | 535,818 | 520,833 |
Liabilities | ||
Non-recourse debt, net | 325,685 | 327,597 |
Total liabilities | $ 358,308 | $ 354,193 |
Basis of Presentation - Cash, C
Basis of Presentation - Cash, Cash Equivalents, and Restricted Cash Equivalents Reconciliation (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 117,524 | $ 160,383 | ||
Restricted cash | 93,781 | 91,081 | ||
Total cash and cash equivalents and restricted cash | $ 211,305 | $ 251,464 | $ 91,715 | $ 125,304 |
Agreements and Transactions w_3
Agreements and Transactions with Related Parties - Narratives (Details) - USD ($) | Apr. 13, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Related Party Transaction | ||||
Percentage of fees earned by advisor paid to subadvisor | 20.00% | |||
Percentage of asset management fees (percentage) | 0.50% | |||
Disposition fees (percentage) (up to) | 1.50% | |||
Loan refinancing fees (percentage) (up to) | 1.00% | |||
Acquisition fees to affiliates settled | $ 0 | $ 4,300,000 | ||
Percentage of available cash distribution to advisor (percent) | 10.00% | |||
Transaction service agreement, term | 12 months | |||
W.P. Carey | ||||
Related Party Transaction | ||||
Amount due to WPC | $ 100,000 | $ 200,000 | ||
Affiliated Entity | Advisor | ||||
Related Party Transaction | ||||
Common shares, outstanding (shares) | 12,208,243 | |||
Percentage of common stock held by related party (percent) | 5.30% | |||
Maximum | ||||
Related Party Transaction | ||||
Transaction service agreement, term | 18 months |
Agreements and Transactions w_4
Agreements and Transactions with Related Parties - Related Party Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Amounts Included in the Consolidated Statements of Operations | ||
Asset management fees | $ 126,186 | $ 120,710 |
Affiliated Entity | ||
Amounts Included in the Consolidated Statements of Operations | ||
Personnel and overhead reimbursements | 108 | 1,565 |
Related party expenses included operating expenses | 108 | 4,881 |
Affiliated Entity | Asset management fees | ||
Amounts Included in the Consolidated Statements of Operations | ||
Asset management fees | $ 0 | $ 3,316 |
Net Investments in Hotels - Pro
Net Investments in Hotels - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Buildings | $ 2,210,394 | $ 2,289,031 |
Land | 609,086 | 627,296 |
Building and site improvements | 187,842 | 194,162 |
Furniture, fixtures and equipment | 185,398 | 193,517 |
Construction in progress | 13,846 | 11,786 |
Hotels, at cost | 3,206,566 | 3,315,792 |
Less: Accumulated depreciation | (362,337) | (356,328) |
Net investments in hotels | $ 2,844,229 | $ 2,959,464 |
Net Investments in Hotels - Nar
Net Investments in Hotels - Narratives (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($)property | Dec. 31, 2020USD ($)property | |
Business Acquisition | |||
Assets retired | $ 5,900,000 | $ 6,300,000 | |
Asset impairment charges | 100,000 | 300,000 | |
Depreciation expense | 31,100,000 | 18,400,000 | |
Accrued capital expenditures | 1,300,000 | $ 500,000 | |
Impairment charges | $ 0 | $ 120,220,000 | |
Held-for-sale | |||
Business Acquisition | |||
Number of real estate properties (property) | property | 1 | 0 | |
Hotel | |||
Business Acquisition | |||
Number of real estate properties (property) | property | 31 | ||
Hotel | Impaired Properties | |||
Business Acquisition | |||
Number of real estate properties (property) | property | 6 | ||
Hotel fair value | $ 266,600,000 |
Net Investments in Hotels - Ass
Net Investments in Hotels - Assets Held For Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real Estate [Abstract] | ||
Net investments in hotels | $ 89,307 | |
Other assets | 52 | |
Assets held for sale | 89,359 | $ 0 |
Non-recourse debt, net | 70,253 | |
Other liabilities held for sale | $ 301 | $ 0 |
Equity Investments in Real Es_3
Equity Investments in Real Estate - Narratives (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Schedule of Equity Method Investments | |||
Other than temporary impairments | $ 0 | ||
Aggregate unamortized basis difference on equity investments | 2,100,000 | $ 2,100,000 | |
Amortization of basis differences | $ 100,000 | $ 100,000 | |
Hotel | |||
Schedule of Equity Method Investments | |||
Number of real estate properties (property) | property | 31 | ||
Unconsolidated Properties | Hotel | |||
Schedule of Equity Method Investments | |||
Number of real estate properties (property) | property | 2 |
Equity Investments in Real Es_4
Equity Investments in Real Estate - Ownership Interest in Equity Investments (Details) $ in Thousands | Apr. 06, 2021USD ($) | Mar. 31, 2021USD ($)room | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Schedule of Equity Method Investments | ||||
Number of Rooms | room | 555 | |||
Carrying Value | $ 16,338 | $ 18,639 | ||
Contributions to equity method investment | $ 790 | $ 904 | ||
Hyatt Centric French Quarter Venture(b) | Subsequent Event | ||||
Schedule of Equity Method Investments | ||||
Owned (percentage) | 100.00% | |||
Payments for acquisition | $ 2,100 | |||
Acquired (percentage) | 20.00% | |||
Unconsolidated Properties | Ritz-Carlton Philadelphia Venture | ||||
Schedule of Equity Method Investments | ||||
Number of Rooms | room | 301 | |||
Owned (percentage) | 60.00% | |||
Carrying Value | $ 15,862 | 18,157 | ||
Contributions to equity method investment | $ 800 | |||
Unconsolidated Properties | Hyatt Centric French Quarter Venture(b) | ||||
Schedule of Equity Method Investments | ||||
Number of Rooms | room | 254 | |||
Owned (percentage) | 80.00% | |||
Carrying Value | $ 476 | $ 482 | ||
Contributions to equity method investment | $ 900 |
Equity Investments in Real Es_5
Equity Investments in Real Estate - Earnings From Unconsolidated Hotels (Details ) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Apr. 13, 2020 | |
Schedule of Equity Method Investments | |||
Equity in losses of equity method investments in real estate, net | $ (3,920,000) | $ (23,393,000) | |
Other than temporary impairments | 0 | ||
Unconsolidated Properties | Ritz-Carlton Philadelphia Venture | |||
Schedule of Equity Method Investments | |||
Equity in losses of equity method investments in real estate, net | $ (3,063,000) | (3,058,000) | |
Owned (percentage) | 60.00% | ||
Unconsolidated Properties | Hyatt Centric French Quarter Venture | |||
Schedule of Equity Method Investments | |||
Equity in losses of equity method investments in real estate, net | $ (857,000) | (6,000) | |
Owned (percentage) | 80.00% | ||
Unconsolidated Properties | Ritz-Carlton Bacara, Santa Barbara Venture | |||
Schedule of Equity Method Investments | |||
Equity in losses of equity method investments in real estate, net | $ 0 | (20,456,000) | |
Owned (percentage) | 100.00% | ||
Other than temporary impairments | 17,800,000 | ||
Unconsolidated Properties | Marriott Sawgrass Golf Resort & Spa Venture | |||
Schedule of Equity Method Investments | |||
Equity in losses of equity method investments in real estate, net | $ 0 | $ 127,000 |
Intangible Assets - (Details)
Intangible Assets - (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | $ 83,433 | $ 83,433 |
Accumulated Amortization | (11,927) | (11,148) |
Net Carrying Amount | 71,506 | 72,285 |
Villa/condo rental programs | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 72,400 | 72,400 |
Accumulated Amortization | (9,906) | (9,529) |
Net Carrying Amount | $ 62,494 | 62,871 |
Trade name | ||
Finite-Lived Intangible Assets | ||
Amortization Period (Years) | 8 years | |
Gross Carrying Amount | $ 9,400 | 9,400 |
Accumulated Amortization | (1,138) | (844) |
Net Carrying Amount | 8,262 | 8,556 |
Other intangible assets | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 1,633 | 1,633 |
Accumulated Amortization | (883) | (775) |
Net Carrying Amount | $ 750 | $ 858 |
Minimum | Villa/condo rental programs | ||
Finite-Lived Intangible Assets | ||
Amortization Period (Years) | 45 years | |
Minimum | Other intangible assets | ||
Finite-Lived Intangible Assets | ||
Amortization Period (Years) | 2 years | |
Maximum | Villa/condo rental programs | ||
Finite-Lived Intangible Assets | ||
Amortization Period (Years) | 55 years | |
Maximum | Other intangible assets | ||
Finite-Lived Intangible Assets | ||
Amortization Period (Years) | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Net amortization of intangibles | $ 0.8 | $ 0.4 |
Fair Value Measurements - Narra
Fair Value Measurements - Narratives (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Mandatorily redeemable preferred stock | $ 216,944,000 | $ 214,158,000 | |
Impairment charges | $ 0 | $ 120,220,000 | |
Discount rate | Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.070 | ||
Discount rate | Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.105 | ||
Discount rate | Weighted average | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.084 | ||
Capitalization rate | Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.050 | ||
Capitalization rate | Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.085 | ||
Capitalization rate | Weighted average | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Real estate, measurement inputs (percentage) | 0.065 | ||
Level 3 | Carrying value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Debt instrument, fair value | $ 2,200,000,000 | 2,200,000,000 | |
Level 3 | Carrying value | Series A Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Mandatorily redeemable preferred stock | 52,800,000 | 52,000,000 | |
Level 3 | Carrying value | Series B Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Mandatorily redeemable preferred stock | 164,200,000 | 162,100,000 | |
Level 3 | Fair value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Debt instrument, fair value | 2,200,000,000 | 2,200,000,000 | |
Level 3 | Fair value | Series A Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Mandatorily redeemable preferred stock | 56,700,000 | 54,200,000 | |
Level 3 | Fair value | Series B Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Mandatorily redeemable preferred stock | $ 201,700,000 | $ 194,900,000 |
Risk Management and Use of De_3
Risk Management and Use of Derivative Financial Instruments - Information Regarding Derivative Instruments (Details) - Designated as hedging instrument - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value | ||
Asset Derivatives Fair Value at | $ 42 | $ 9 |
Liability Derivatives Fair Value at | (4,331) | (5,080) |
Interest rate caps | Other assets | ||
Derivatives, Fair Value | ||
Asset Derivatives Fair Value at | 42 | 9 |
Interest rate swaps | Accounts payable, accrued expenses and other liabilities | ||
Derivatives, Fair Value | ||
Liability Derivatives Fair Value at | $ (4,331) | $ (5,080) |
Risk Management and Use of De_4
Risk Management and Use of Derivative Financial Instruments - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Derivative | |||
Interest expense | $ 42,383 | $ 14,429 | |
Estimated amount of derivative income to be reclassified from OCI to income | 500 | ||
Derivatives in net liability position | 4,600 | $ 5,300 | |
Assets needed for immediate settlement | 4,800 | $ 5,600 | |
AOCI Including Portion Attributable to Noncontrolling Interest | |||
Derivative | |||
Other comprehensive income (loss) before reclassifications | 90 | (1,342) | |
AOCI Including Portion Attributable to Noncontrolling Interest | Reclassification out of Accumulated Other Comprehensive Income | |||
Derivative | |||
Interest expense | $ 149 | $ 62 |
Risk Management and Use of De_5
Risk Management and Use of Derivative Financial Instruments - Interest Rate Swap and Caps Summary (Details) - Designated as hedging instrument - Cash Flow Hedging $ in Thousands | Mar. 31, 2021USD ($)derivative_instrument |
Derivative | |
Fair value | $ (4,289) |
Interest rate swaps | |
Derivative | |
Number of instruments | derivative_instrument | 2 |
Notional amount | $ 186,800 |
Fair value | $ (4,331) |
Interest rate caps | |
Derivative | |
Number of instruments | derivative_instrument | 9 |
Notional amount | $ 427,475 |
Fair value | $ 42 |
Debt - Summary of Non-recourse
Debt - Summary of Non-recourse and Limited-recourse Debt on Consolidated Hotels (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Hotel Details | ||
Non-recourse debt, net | $ 2,173,920 | $ 2,169,902 |
Fixed rate | ||
Hotel Details | ||
Non-recourse debt, net | $ 1,286,839 | 1,286,839 |
Fixed rate | Minimum | ||
Hotel Details | ||
Stated interest rate (percent) | 3.60% | |
Fixed rate | Maximum | ||
Hotel Details | ||
Stated interest rate (percent) | 5.90% | |
Variable rate | ||
Hotel Details | ||
Non-recourse debt, net | $ 887,081 | $ 883,063 |
Variable rate | Minimum | ||
Hotel Details | ||
Variable rate (percent) | 2.40% | |
Variable rate | Maximum | ||
Hotel Details | ||
Variable rate (percent) | 8.50% |
Debt - Narratives (Details)
Debt - Narratives (Details) | Mar. 15, 2021USD ($) | Mar. 05, 2021USD ($) | Mar. 31, 2021loan |
Debt Instrument [Line Items] | |||
Number of mortgage loans under cash management agreements | loan | 27 | ||
Number of mortgage loans count | loan | 29 | ||
Ritz-Carlton Key Biscayne | |||
Debt Instrument [Line Items] | |||
Loans refinanced | $ 190,000,000 | ||
Stated interest rate (percent) | 4.00% | ||
Loss on extinguishment of debt | $ 0 | ||
Equinox Golf Resort & Spa | |||
Debt Instrument [Line Items] | |||
Loans refinanced | $ 45,500,000 | ||
Stated interest rate (percent) | 4.50% | ||
Loss on extinguishment of debt | $ 0 |
Debt - Scheduled Debt Principal
Debt - Scheduled Debt Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Long-term Debt | ||
2021 (remainder) | $ 460,208 | |
2022 | 1,105,347 | |
2023 | 602,893 | |
2024 | 50,252 | |
2025 | 0 | |
Total principal payments | 2,218,700 | |
Unamortized debt discount | (38,428) | |
Unamortized deferred financing costs | (6,352) | |
Total | $ 2,173,920 | $ 2,169,902 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)propertymanagementCompanyfranchiseAgreement | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Loss Contingencies | |||
Number of management companies | managementCompany | 11 | ||
Number of management agreements | franchiseAgreement | 12 | ||
Properties under franchise or license agreement (properties) | property | 16 | ||
Hotel With No Franchise Agreements | property | 3 | ||
Restricted cash | $ 93,781 | $ 91,081 | |
Cash reserves used, subject to replenishment requirements | 2,700 | ||
Unpaid commitments | 16,400 | ||
Furniture and fixtures | |||
Loss Contingencies | |||
Restricted cash | $ 48,900 | $ 51,000 | |
Marriott Brand | |||
Loss Contingencies | |||
Franchise agreements, count | franchiseAgreement | 11 | ||
Hilton Brand | |||
Loss Contingencies | |||
Franchise agreements, count | franchiseAgreement | 2 | ||
Intercontinental Hotels | |||
Loss Contingencies | |||
Franchise agreements, count | franchiseAgreement | 1 | ||
Hyatt Brand | |||
Loss Contingencies | |||
Franchise agreements, count | franchiseAgreement | 2 | ||
Management fees | |||
Loss Contingencies | |||
Cost of services | $ 2,513 | $ 2,976 | |
Franchises | |||
Loss Contingencies | |||
Cost of services | $ 900 | $ 2,300 | |
Minimum | |||
Loss Contingencies | |||
Hotel management contract term | 5 years | ||
Base hotel management fee (percentage) | 1.50% | ||
Base hotel management fee including benefit of franchise agreement (percentage) | 3.00% | ||
Franchise agreement initial term (in years) | 15 years | ||
Marketing and reservation contribution rate (percentage) | 1.00% | ||
Required FF&E percentages for future capital expenditures (percentage) | 3.00% | ||
Operating lease contract term (years) | 1 year | ||
Minimum | Room revenue | |||
Loss Contingencies | |||
License and royalty fees (percentage) | 3.00% | ||
Minimum | Food and beverage revenue | |||
Loss Contingencies | |||
License and royalty fees (percentage) | 2.00% | ||
Maximum | |||
Loss Contingencies | |||
Hotel management contract term | 40 years | ||
Base hotel management fee (percentage) | 3.50% | ||
Base hotel management fee including benefit of franchise agreement (percentage) | 7.00% | ||
Franchise agreement initial term (in years) | 25 years | ||
Marketing and reservation contribution rate (percentage) | 4.50% | ||
Required FF&E percentages for future capital expenditures (percentage) | 5.00% | ||
Operating lease contract term (years) | 86 years | ||
Maximum | Room revenue | |||
Loss Contingencies | |||
License and royalty fees (percentage) | 6.00% | ||
Maximum | Food and beverage revenue | |||
Loss Contingencies | |||
License and royalty fees (percentage) | 3.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Fixed lease cost | $ 2,850 | $ 3,309 |
Variable lease cost | 28 | 99 |
Total lease cost | $ 2,878 | $ 3,408 |
Loss Per Share and Equity - Sum
Loss Per Share and Equity - Summary of Loss Per Share and Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||
Allocation of Loss | $ (75,567) | $ (170,005) |
Class A | ||
Class of Stock [Line Items] | ||
Basic and Diluted Weighted-Average Shares Outstanding (in shares) | 167,466,809 | 130,999,153 |
Allocation of Loss | $ (55,367) | $ (170,005) |
Basic and Diluted Loss Per Share (usd per share) | $ (0.33) | $ (1.30) |
Exchange ratio | $ 0.9106 | |
Class T | ||
Class of Stock [Line Items] | ||
Basic and Diluted Weighted-Average Shares Outstanding (in shares) | 61,099,580 | 0 |
Allocation of Loss | $ (20,200) | $ 0 |
Basic and Diluted Loss Per Share (usd per share) | $ (0.33) | $ 0 |
Loss Per Share and Equity - Nar
Loss Per Share and Equity - Narratives (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 | Jul. 24, 2020 |
Class of Stock [Line Items] | |||
Exchange ratio | 1 | ||
Class of warrant, outstanding | 16,778,446 | 16,778,446 | 16,778,446 |
Operating Partnership | |||
Class of Stock [Line Items] | |||
Operating units, outstanding (shares) | 230,980,543 | 230,961,715 | |
Capital interest ownership in operating partnership (percentage) | 99.00% | ||
Operating Partnership | CEO | |||
Class of Stock [Line Items] | |||
Operating units, outstanding (shares) | 2,417,996 | 2,417,996 | |
Capital interest ownership in operating partnership (percentage) | 1.00% |
Loss Per Share and Equity - Rec
Loss Per Share and Equity - Reclassifications of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reconciliation Of Accumulated Comprehensive Income | ||
Beginning balance, value | $ 786,416 | $ 697,879 |
Interest expense | 42,383 | 14,429 |
Equity in losses of equity method investments in real estate, net | (3,920) | (23,393) |
Net current period other comprehensive income (loss) | 239 | (1,285) |
Ending balance, value | 704,702 | 541,746 |
Accumulated Other Comprehensive Loss | ||
Reconciliation Of Accumulated Comprehensive Income | ||
Beginning balance, value | (724) | (172) |
Net current period other comprehensive income (loss) | 237 | (1,296) |
Ending balance, value | (487) | (1,468) |
AOCI Including Portion Attributable to Noncontrolling Interest | ||
Reconciliation Of Accumulated Comprehensive Income | ||
Other comprehensive income (loss) before reclassifications | 90 | (1,342) |
Total | 149 | 57 |
Net current period other comprehensive income (loss) | 239 | (1,285) |
AOCI Including Portion Attributable to Noncontrolling Interest | Reclassification out of Accumulated Other Comprehensive Income | ||
Reconciliation Of Accumulated Comprehensive Income | ||
Interest expense | 149 | 62 |
Equity in losses of equity method investments in real estate, net | 0 | (5) |
AOCI Attributable to Noncontrolling Interest | ||
Reconciliation Of Accumulated Comprehensive Income | ||
Net current period other comprehensive income attributable to noncontrolling interests | $ (2) | $ (11) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense (benefit) | $ 0.1 | $ (3.4) |
Current benefit, operating loss carryforward | 3.6 | |
Deferred income tax expense | $ 0.1 | $ 0.1 |
Mandatorily Redeemable Prefer_3
Mandatorily Redeemable Preferred Stock - Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 24, 2020 | Jul. 21, 2020 | Apr. 13, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock | |||||
Preferred stock, shares authorized (shares) | 50,000,000 | 50,000,000 | |||
Preferred stock, par share value (usd per share) | $ 0.001 | $ 0.001 | |||
Class of warrant, outstanding | 16,778,446 | 16,778,446 | 16,778,446 | ||
Aggregate purchase price | $ 200 | $ 200 | |||
Warrant exercise price (usd per warrant unit) | $ 0.01 | ||||
Reported Value | |||||
Preferred Stock | |||||
Warrant fair value | $ 14.2 | $ 19.8 | |||
Series A Preferred Stock | Period One | |||||
Preferred Stock | |||||
Preferred stock dividend rate (percent) | 5.00% | ||||
Preferred redeemable shares (percent) | 25.00% | ||||
Redemption price (usd per share) | $ 50 | ||||
Series A Preferred Stock | Period Two | |||||
Preferred Stock | |||||
Preferred stock dividend rate (percent) | 7.00% | ||||
Preferred redeemable shares (percent) | 25.00% | ||||
Redemption price (usd per share) | $ 50 | ||||
Series A Preferred Stock | Period Three | |||||
Preferred Stock | |||||
Preferred stock dividend rate (percent) | 8.00% | ||||
Series A Preferred Stock | W.P. Carey | CWI | |||||
Preferred Stock | |||||
Preferred stock, par share value (usd per share) | $ 0.001 | ||||
Shares issued as consideration (shares) | 1,300,000 | ||||
Preferred stock liquidation preference (usd per share) | $ 50 | ||||
Series B Preferred Stock | |||||
Preferred Stock | |||||
Preferred stock liquidation preference (usd per share) | $ 1,000 | $ 1,000 | |||
Preferred stock dividend rate (percent) | 12.00% | 12.00% | |||
Preferred stock, share issued (shares) | 200,000 | 200,000 | |||
Series A and Series B Preferred Stock | |||||
Preferred Stock | |||||
Dividends accrued | $ 7.1 |
Mandatorily Redeemable Prefer_4
Mandatorily Redeemable Preferred Stock - Schedule of Mandatorily Redeemable Capital Stock (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred Stock | ||
Liquidation value | $ 265,000 | |
Fair value discount | (44,668) | |
Fair value | 220,332 | |
Accumulated amortization of fair value discount | 6,253 | |
Deferred financing costs | (11,177) | |
Accumulated amortization of deferred financing costs | 1,536 | |
Mandatorily redeemable preferred stock | 216,944 | $ 214,158 |
Series A Preferred Stock | ||
Preferred Stock | ||
Liquidation value | 65,000 | |
Fair value discount | (14,310) | |
Fair value | 50,690 | |
Accumulated amortization of fair value discount | 2,082 | |
Deferred financing costs | 0 | |
Accumulated amortization of deferred financing costs | 0 | |
Mandatorily redeemable preferred stock | 52,772 | |
Series B Preferred Stock | ||
Preferred Stock | ||
Liquidation value | 200,000 | |
Fair value discount | (30,358) | |
Fair value | 169,642 | |
Accumulated amortization of fair value discount | 4,171 | |
Deferred financing costs | (11,177) | |
Accumulated amortization of deferred financing costs | 1,536 | |
Mandatorily redeemable preferred stock | $ 164,172 |
Subsequent Events (Details)
Subsequent Events (Details) | May 07, 2021USD ($)property | May 05, 2021USD ($) | Apr. 06, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | May 12, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsequent Event | |||||||
Repayments of secured debt | $ 5,889,000 | $ 4,496,000 | |||||
Non-recourse debt, net | $ 2,173,920,000 | $ 2,169,902,000 | |||||
Subsequent Event | |||||||
Subsequent Event | |||||||
Loans refinanced | $ 585,600,000 | ||||||
Subsequent Event | Hyatt Centric French Quarter Venture(b) | |||||||
Subsequent Event | |||||||
Acquired (percentage) | 20.00% | ||||||
Payments for acquisition | $ 2,100,000 | ||||||
Owned (percentage) | 100.00% | ||||||
Loans refinanced | $ 29,700,000 | ||||||
Extension option | 1 year | ||||||
Subsequent Event | Sheraton Austin Hotel At The Capitol | Sold | |||||||
Subsequent Event | |||||||
Net proceeds | $ 36,400,000 | ||||||
Subsequent Event | Ritz-Carlton Fort Lauderable | |||||||
Subsequent Event | |||||||
Proceeds from long term debt | $ 76,000,000 | ||||||
Number of extension options (extensions) | property | 2 | ||||||
Extension term | 1 year | ||||||
Subsequent Event | Ritz-Carlton Fort Lauderable | Senior Mortgage Loan | |||||||
Subsequent Event | |||||||
Loans refinanced | $ 47,000,000 | ||||||
Non-recourse debt, net | 61,100,000 | ||||||
Proceeds from long term debt | 59,500,000 | ||||||
Subsequent Event | Ritz-Carlton Fort Lauderable | Mezzanine Loan | |||||||
Subsequent Event | |||||||
Loans refinanced | 28,300,000 | ||||||
Non-recourse debt, net | 16,900,000 | ||||||
Proceeds from long term debt | $ 16,500,000 |