Business | Business Organization Watermark Lodging Trust, Inc. (“WLT”), formerly known as Carey Watermark Investors 2 Incorporated (“CWI 2”), is a 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. At March 31, 2020, we conducted substantially all of our investment activities and owned all of our assets through CWI 2 OP, LP (the “Operating Partnership”) and were a general partner and a limited partner of, and owned a 99.985% capital interest in, the Operating Partnership. As of March 31, 2020, Carey Watermark Holdings 2, LLC (“Carey Watermark Holdings 2”), which was owned indirectly by W. P. Carey Inc. (“WPC”), held a special general partner interest in the Operating Partnership. At March 31, 2020, we were managed by Carey Lodging Advisors, LLC (our “Advisor”), an indirect subsidiary of WPC. Our Advisor managed our overall portfolio, including providing oversight and strategic guidance to the independent hotel operators that manage our hotels. CWA2, LLC (the “Subadvisor”), a subsidiary of Watermark Capital Partners LLC (“Watermark Capital”), provided services to our Advisor primarily relating to acquiring, managing, financing and disposing of our hotels and overseeing the independent operators that manage the day-to-day operations of our hotels. In addition, the Subadvisor provided us with the services of Mr. Michael G. Medzigian, our Chief Executive Officer, subject to the approval of our independent directors. We held ownership interests in 12 hotels at March 31, 2020 , including ten hotels that we consolidated (“Consolidated Hotels”) and two hotels that we recorded as equity investments (“Unconsolidated Hotels”). Merger with CWI 1 On April 13, 2020, we (or, following the completion of the Merger, the “Combined Company”) completed the previously announced merger (the “Merger”) of Apex Merger Sub LLC, our direct, wholly owned subsidiary (“Merger Sub”), with and into CWI 1, in an all-stock transaction. After giving effect to the Merger, CWI 1 became our wholly owned subsidiary. The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 22, 2019 (as amended, the “Merger Agreement”), by and among us, CWI 1 and Merger Sub. The Combined Company has been renamed Watermark Lodging Trust, Inc. Immediately following the effective time of the Merger, the Combined Company completed an internalization transaction with our Advisor and Subadvisor, as a result of which the Combined Company became self-managed. The Merger will be accounted for as a business combination in accordance with current authoritative accounting guidance. CWI 1 will be the accounting acquiror in the Merger as (i) CWI 1’s pre-merger stockholders will have a majority of the voting power in the Combined Company after the Merger and (ii) CWI 1 is significantly larger than us when considering assets and revenues. As CWI 1 will be the accounting acquiror while we will be the legal acquiror, the Merger will be accounted for as a reverse acquisition, and therefore, the historical financial information included in the Combined Company’s financial statements would represent the pre-merger information of CWI 1. See Note 12 for a further description of the Merger and related transactions. COVID-19, Management’s Plans and Liquidity In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. The 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 the date of this Report, 24 of the Combined Company’s hotels are operating at significantly reduced levels of occupancy, staffing and expenses, and operations at our remaining 8 hotels are fully suspended. While we have seen improving demand at some of our properties as states and cities across the United States have loosened stay-at-home restrictions, 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. At March 31, 2020, which was prior to the closing of the Merger, CWI 1 and CWI 2 had unrestricted cash of $47.8 million and $73.0 million , respectively. As of June 15, 2020, the Combined Company had unrestricted cash of $102.3 million . As discussed further below, we have entered into cash management agreements with certain of our lenders either because we are not meeting certain financial covenants or in consideration of the lenders granting us relief, which restricts us from utilizing cash generated from our hotels. In light of the foregoing, we have assessed our current financial condition, including current cash available, forecasted future cash flows and our contractual obligations over the next 12 months from the date of this Report, as well as the uncertainty surrounding the impact of the COVID-19 pandemic on our operations as discussed above, and have determined that there is substantial doubt about our ability to continue as a going concern for the next 12 months after the date of this Report. This assessment assumes we do not receive any additional proceeds from assets sales or equity- or debt- financing transactions. As discussed below, we are actively pursuing asset sales and other capital-raising strategies. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. We have taken decisive actions to help mitigate the effects of the COVID-19 pandemic on our operational results and to preserve our liquidity at both the operational level and corporate level, including: • Significantly reducing hotel operating costs: we suspended all operations at 17 Combined Company hotels and significantly reduced operations at the remaining Combined Company hotels, primarily by reducing staffing, furloughing employees, eliminating non-essential amenities and services and closing several floors and beverage outlets. One of these hotels reopened in May and eight hotels reopened in June, through the date of this Report, in response to demand or lessening of government restrictions; • Working with our lenders on debt forbearance plans, as discussed below; • Suspending distributions on, and redemptions of, our common stock, subject to limited exceptions to date; • Actively pursuing certain asset sales and other potential capital-raising transactions; • Significantly reducing our planned renovation activity by either canceling or deferring this activity to future periods, other than completing projects that are near completion; • Using a portion of our furniture, fixtures and equipment reserves accounts for expenses at our properties, as well as temporarily suspending required contributions to the furniture, fixture and equipment replacement reserves at certain of our hotels, to the extent permitted by our lenders; and • Reducing the cash compensation payable to our senior management and board of directors. We and CWI 1 had total indebtedness of $839.0 million and $1.2 billion outstanding, respectively, at March 31, 2020, 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 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 aggregate $2.0 billion of indebtedness outstanding at March 31, 2020, approximately $490.7 million is scheduled to mature during the 12 months after the date of this Report, of which we have extension options with respect to $224.2 million of this total; however, we cannot exercise these options if we are not then in compliance with certain financial covenants in the loans, and there is no assurance that we will be able to meet these requirements. We are actively working with our lenders on debt forbearance plans. We have sought relief from all of our lenders to defer interest and principal payments and temporarily waive the application of certain cash flow covenants. As of the date of this Report, we have executed loan modifications on 18 of our 32 mortgage loans, aggregating $1.3 billion of indebtedness, under which interest and principal payments have been temporarily deferred and/or temporary covenant relief has been granted, including four loans for which we were not in compliance with certain financial covenants as of March 31, 2020. In addition, at March 31, 2020, we and CWI 1, collectively, were not in compliance with certain financial covenants under four mortgage loans, aggregating $167.8 million of indebtedness, and as a result entered into cash management agreements with the lender. We have determined that we are likely to be unable to satisfy certain covenants in the future on most, if not all, of our mortgage loans depending on the length of the pandemic, and we are planning to seek additional relief from our lenders. If the Combined Company is unable to repay, refinance or extend maturing mortgage loans, or if we breach a covenant and do not get a waiver from the applicable lenders, the lenders may declare events of default and seek to foreclose on the underlying hotels. We may choose to turn over one or more hotels back to the related mortgage 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. We are actively seeking to raise capital through a variety of strategies. We are actively marketing certain assets for sale and have identified additional assets that could be sold if needed. As of the date of this Report, the Combined Company has sold its 100% ownership interest in the Hutton Hotel Nashville to an unaffiliated third party for a contractual sales price of $70.0 million , with net proceeds of $26.8 million after the repayment of the related mortgage loan. The sales price reflects a discount compared to the property's pre-COVID-19 value. Other sales in the near term, to the extent undertaken, may also occur at discounted valuations. We are actively exploring strategic financing transactions, which may include the issuance of additional preferred and/or common stock and/or the incurrence of additional indebtedness. There can be no assurance as to the certainty or timing of any such transactions. Public Offering We raised offering proceeds in our initial public offering of $280.3 million from our Class A common stock and $571.0 million from our Class T common stock. The offering commenced in May 2014 and closed in July 2017. We have fully invested the proceeds from our offering. In addition, from inception through March 31, 2020 , $30.8 million and $62.7 million of distributions were reinvested in our Class A and Class T common stock, respectively, through our distribution reinvestment plan (“DRIP”). |