0001474098-16-000101.txt : 20160427 0001474098-16-000101.hdr.sgml : 20160427 20160427160646 ACCESSION NUMBER: 0001474098-16-000101 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160427 DATE AS OF CHANGE: 20160427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pebblebrook Hotel Trust CENTRAL INDEX KEY: 0001474098 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 271055421 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-34571 FILM NUMBER: 161595395 BUSINESS ADDRESS: STREET 1: 7315 WISCONSIN AVE STREET 2: SUITE 1100 WEST CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 240-507-1300 MAIL ADDRESS: STREET 1: 7315 WISCONSIN AVE STREET 2: SUITE 1100 WEST CITY: BETHESDA STATE: MD ZIP: 20814 10-Q 1 peb-20160331x10q.htm 10-Q 10-Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
 ¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to              .
Commission File Number 001-34571
 
 
 
 
 
 
PEBBLEBROOK HOTEL TRUST
 
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
Maryland
 
27-1055421
(State of Incorporation
or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
7315 Wisconsin Avenue, 1100 West
Bethesda, Maryland
 
20814
(Address of Principal Executive Offices)
 
(Zip Code)
(240) 507-1300
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☑  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☑  Yes   ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
Accelerated filer
 
 
 
 
 
Non-accelerated filer
 ☐(do not check if a smaller reporting company)
 
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ☑  No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at April 22, 2016
Common shares of beneficial interest ($0.01 par value per share)
 
72,057,540



Pebblebrook Hotel Trust
TABLE OF CONTENTS
 
 
 
 
Page
PART I. FINANCIAL INFORMATION
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
PART II. OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.

Pebblebrook Hotel Trust
Consolidated Balance Sheets
(In thousands, except share data)
 
March 31,
2016
 
December 31,
2015
 
(Unaudited)
 
 
ASSETS
 
 
 
Investment in hotel properties, net
$
2,684,285

 
$
2,673,584

Investment in joint venture
243,283

 
248,794

Ground lease asset, net
30,070

 
30,218

Cash and cash equivalents
28,282

 
26,345

Restricted cash
10,010

 
9,453

Hotel receivables (net of allowance for doubtful accounts of $324 and $243, respectively)
31,403

 
25,062

Prepaid expenses and other assets
44,680

 
45,015

Total assets
$
3,072,013

 
$
3,058,471

LIABILITIES AND EQUITY
 
 
 
Senior unsecured revolving credit facility
$
180,000

 
$
165,000

Term loans, net of unamortized deferred financing costs
671,201

 
521,883

Senior unsecured notes, net of unamortized deferred financing costs
99,409

 
99,392

Mortgage debt, net of unamortized loan premiums and deferred financing costs
316,967

 
319,320

Accounts payable and accrued expenses
156,739

 
141,897

Advance deposits
18,758

 
17,726

Accrued interest
4,265

 
2,550

Distribution payable
32,367

 
29,869

Total liabilities
1,479,706

 
1,297,637

Commitments and contingencies (Note 11)

 

Shareholders’ equity:
 
 
 
Preferred shares of beneficial interest, $.01 par value (liquidation preference $210,000 at March 31, 2016 and $350,000 at December 31, 2015), 100,000,000 shares authorized; 8,400,000 shares issued and outstanding at March 31, 2016 and 14,000,000 shares issued and outstanding at December 31, 2015
84

 
140

Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 71,922,904 issued and outstanding at March 31, 2016 and 71,735,129 issued and outstanding at December 31, 2015
719

 
717

Additional paid-in capital
1,731,920

 
1,868,047

Accumulated other comprehensive income (loss)
(16,234
)
 
(4,750
)
Distributions in excess of retained earnings
(126,871
)
 
(105,765
)
Total shareholders’ equity
1,589,618

 
1,758,389

Non-controlling interests
2,689

 
2,445

Total equity
1,592,307

 
1,760,834

Total liabilities and equity
$
3,072,013

 
$
3,058,471

The accompanying notes are an integral part of these financial statements.


3


Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except share and per-share data)
(Unaudited)
 
For the three months ended March 31,
 
2016
 
2015
Revenues:
 
 
 
Room
$
131,404

 
$
108,834

Food and beverage
50,696

 
43,238

Other operating
14,145

 
11,363

Total revenues
196,245

 
163,435

Expenses:
 
 
 
Hotel operating expenses:
 
 
 
Room
32,225

 
27,983

Food and beverage
34,037

 
29,393

Other direct and indirect
55,648

 
49,836

Total hotel operating expenses
121,910

 
107,212

Depreciation and amortization
25,061

 
21,325

Real estate taxes, personal property taxes, property insurance, and ground rent
12,465

 
11,280

General and administrative
6,796

 
7,572

Hotel acquisition and disposition costs
6

 
131

Total operating expenses
166,238

 
147,520

Operating income (loss)
30,007

 
15,915

Interest income
625

 
635

Interest expense
(10,801
)
 
(8,321
)
Other
(1,771
)
 

Equity in earnings (loss) of joint venture
(4,915
)
 
(4,448
)
Income (loss) before income taxes
13,145

 
3,781

Income tax (expense) benefit
3,492

 
3,389

Net income (loss)
16,637

 
7,170

Net income (loss) attributable to non-controlling interests
58

 
27

Net income (loss) attributable to the Company
16,579

 
7,143

Distributions to preferred shareholders
(5,844
)
 
(6,488
)
Issuance costs of redeemed preferred shares
(4,169
)
 

Net income (loss) attributable to common shareholders
$
6,566

 
$
655

Net income (loss) per share available to common shareholders, basic and diluted
$
0.09

 
$
0.01

Weighted-average number of common shares, basic
71,836,815

 
71,673,669

Weighted-average number of common shares, diluted
72,311,081

 
72,446,229


4


Pebblebrook Hotel Trust
Consolidated Statements of Operations and Comprehensive Income - Continued
(In thousands, except share and per-share data)
(Unaudited)
 
For the three months ended March 31,
 
2016
 
2015
 
 
 
 
Comprehensive Income:
 
 
 
Net income (loss)
$
16,637

 
$
7,170

Other comprehensive income (loss):
 
 
 
Unrealized gain (loss) on derivative instruments
(11,484
)
 
(4,169
)
Comprehensive income (loss)
5,153

 
3,001

Comprehensive income (loss) attributable to non-controlling interests
20

 
14

Comprehensive income (loss) attributable to the Company
$
5,133

 
$
2,987

The accompanying notes are an integral part of these financial statements.


5


Pebblebrook Hotel Trust
Consolidated Statements of Equity
(In thousands, except share data)
(Unaudited)
 
 
Preferred Shares
 
Common Shares
 
Additional Paid-In Capital
 
Accumulated Other Comprehensive Income (Loss)
 
 Distributions in Excess of Retained Earnings
 
Total Shareholders' Equity
 
Non-Controlling Interests
 
Total Equity
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
 
14,000,000

 
$
140

 
71,553,481

 
$
716

 
$
1,864,739

 
$
(341
)
 
$
(84,163
)
 
$
1,781,091

 
$
1,320

 
$
1,782,411

Issuance of shares, net of offering costs
 

 

 

 

 
(77
)
 

 

 
(77
)
 

 
(77
)
Issuance of common shares for Board of Trustees compensation
 

 

 
8,084

 

 
372

 

 

 
372

 

 
372

Repurchase of common shares
 

 

 
(84,835
)
 

 
(4,094
)
 

 

 
(4,094
)
 

 
(4,094
)
Share-based compensation
 

 

 
258,399

 
1

 
1,867

 

 

 
1,868

 
278

 
2,146

Distributions on common shares/units
 

 

 

 

 

 

 
(22,860
)
 
(22,860
)
 
(72
)
 
(22,932
)
Distributions on preferred shares
 

 

 

 

 

 

 
(6,488
)
 
(6,488
)
 

 
(6,488
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments
 

 

 

 

 

 
(4,169
)
 

 
(4,169
)
 

 
(4,169
)
Net income (loss)
 

 

 

 

 

 

 
7,143

 
7,143

 
27

 
7,170

Balance at March 31, 2015
 
14,000,000

 
$
140

 
71,735,129

 
$
717

 
$
1,862,807

 
$
(4,510
)
 
$
(106,368
)
 
$
1,752,786

 
$
1,553

 
$
1,754,339

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2015
 
14,000,000

 
$
140

 
71,735,129

 
$
717

 
$
1,868,047

 
$
(4,750
)
 
$
(105,765
)
 
$
1,758,389

 
$
2,445

 
$
1,760,834

Redemption of preferred shares
 
(5,600,000
)
 
(56
)
 

 

 
(135,800
)
 

 
(4,169
)
 
(140,025
)
 

 
(140,025
)
Issuance of common shares for Board of Trustees compensation
 

 

 
21,407

 

 
606

 

 

 
606

 

 
606

Repurchase of common shares
 

 

 
(88,510
)
 
(1
)
 
(2,495
)
 

 

 
(2,496
)
 

 
(2,496
)
Share-based compensation
 

 

 
254,878

 
3

 
1,562

 

 

 
1,565

 
276

 
1,841

Distributions on common shares/units
 

 

 

 

 

 

 
(27,672
)
 
(27,672
)
 
(90
)
 
(27,762
)
Distributions on preferred shares
 

 

 

 

 

 

 
(5,844
)
 
(5,844
)
 

 
(5,844
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain (loss) on derivative instruments
 

 

 

 

 

 
(11,484
)
 

 
(11,484
)
 

 
(11,484
)
Net income (loss)
 

 

 

 

 

 

 
16,579

 
16,579

 
58

 
16,637

Balance at March 31, 2016
 
8,400,000

 
$
84

 
71,922,904

 
$
719

 
$
1,731,920

 
$
(16,234
)
 
$
(126,871
)
 
$
1,589,618

 
$
2,689

 
$
1,592,307


The accompanying notes are an integral part of these financial statements.

6


Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
For the three months ended March 31,
 
2016
 
2015
Operating activities:
 
 
 
Net income (loss)
$
16,637

 
$
7,170

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
25,061

 
21,325

Share-based compensation
1,841

 
2,146

Loss on derivative instruments
1,771

 

Amortization of deferred financing costs and mortgage loan premiums
76

 
(180
)
Non-cash ground rent
587

 
595

Equity in (earnings) loss from joint venture
5,511

 
5,037

Other
712

 
158

Changes in assets and liabilities:
 
 
 
Restricted cash, net
(237
)
 
(401
)
Hotel receivables
(6,422
)
 
(6,371
)
Prepaid expenses and other assets
(3,976
)
 
(6,995
)
Distributions from joint venture

 
6,253

Accounts payable and accrued expenses
3,864

 
121

Advance deposits
1,032

 
1,166

Net cash provided by (used in) operating activities
46,457

 
30,024

Investing activities:
 
 
 
Improvements and additions to hotel properties
(35,817
)
 
(26,365
)
Deposit on hotel properties
3,000

 
(3,000
)
Receipt from (acquisition of) note receivable

 
3,020

Purchase of corporate office equipment, software, and furniture
(7
)
 
(183
)
Restricted cash, net
(320
)
 
3,143

Net cash provided by (used in) investing activities
(33,144
)
 
(23,385
)
Financing activities:
 
 
 
Payment of offering costs — common and preferred shares
(25
)
 
(77
)
Payment of deferred financing costs
(905
)
 
(123
)
Borrowings under senior revolving credit facility
150,000

 
65,000

Repayments under senior revolving credit facility
(135,000
)
 
(15,000
)
Proceeds from term loans
150,000

 

Repayments of mortgage debt
(1,953
)
 
(53,093
)
Repurchase of common shares
(2,496
)
 
(4,094
)
Redemption of preferred shares
(140,000
)
 

Distributions — common shares/units
(22,903
)
 
(16,991
)
Distributions — preferred shares
(8,203
)
 
(6,488
)
Proceeds from membership deposits
442

 

Repayments of membership deposits
(333
)
 

Net cash provided by (used in) financing activities
(11,376
)
 
(30,866
)
Net change in cash and cash equivalents
1,937

 
(24,227
)
Cash and cash equivalents, beginning of year
26,345

 
52,883


7


Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows - Continued
(In thousands)
(Unaudited)


Cash and cash equivalents, end of period
$
28,282

 
$
28,656

The accompanying notes are an integral part of these financial statements.

8


PEBBLEBROOK HOTEL TRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization
Pebblebrook Hotel Trust (the "Company") was formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets.
As of March 31, 2016, the Company owned interests in 37 hotels, including 31 wholly owned hotels with a total of 7,440 guest rooms, and a 49% joint venture interest in six hotels with a total of 1,787 guest rooms. The hotels are located in the following markets: Atlanta (Buckhead), Georgia; Bethesda, Maryland; Boston, Massachusetts; Hollywood, California; Los Angeles, California; Miami, Florida; Minneapolis, Minnesota; Naples, Florida; Nashville, Tennessee; New York, New York; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Santa Monica, California; Seattle, Washington; Stevenson, Washington; Washington, D.C.; West Hollywood, California; and Los Angeles (Beverly Hills), California.
Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. At March 31, 2016, the Company owned 99.7% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.3% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), the Company’s taxable REIT subsidiary ("TRS"), which in turn engages third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in entities that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial policies, are accounted for under the equity method.
Certain reclassifications have been made to the prior period’s financial statements to conform to the current year presentation.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.
Fair Value Measurements

9


A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

1.
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
2.
Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.
3.
Level 3 – Model-derived valuations with unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 6 to the accompanying financial statements for disclosures on the fair value of debt and derivative instruments.
Investment in Hotel Properties
Upon acquisition of a hotel property, the Company allocates the purchase price based on the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined based on replacement costs, appraised values, and estimated fair values using methods similar to those used by independent appraisers and that use appropriate discount and/or capitalization rates and available market information.
Acquisition costs are expensed as incurred.
Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under capital leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred.
Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations.
The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and holding period, future required capital expenditures, and fair values, including consideration of capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life.
The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Board of Trustees has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss, together with the related operating results, as continuing or

10


discontinuing operations on the statements of operations and classify the assets and related liabilities as held for sale on the balance sheet.
Revenue Recognition
Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary amenities. Revenue is recognized when rooms are occupied and services have been rendered. For retail operations, revenue is recognized on a straight-line basis over the lives of the retail leases. The Company recognizes revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within other operating revenues on the consolidated statements of operations over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method with an interest rate defined as the incremental borrowing rate. The accretion is included in interest expense.
The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the statement of operations. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses.
Income Taxes
To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its adjusted taxable income to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, PHL, which leases the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Share-based Compensation
The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves significant estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds.
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation.
Recent Accounting Standards
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The standard permits the use of either the retrospective or cumulative effect transition method. In July 2015, the FASB voted to defer the effective date to January 1, 2018 with early adoption beginning January 1, 2017. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

11


In February 2015, the FASB issued ASU No. 2015-02, Consolidation - Amendments to the Consolidation Analysis, which amends the current consolidation guidance affecting both the variable interest entity (VIE) and voting interest entity (VOE) consolidation models. The standard does not add or remove any of the characteristics in determining if an entity is a VIE or VOE, but rather enhances the way the Company assesses some of these characteristics. The Company adopted this standard on January 1, 2016 and concluded that no change was required to its accounting for its joint venture. However, the Operating Partnership now meets the criteria as a variable interest entity, the Company is the primary beneficiary and, accordingly, the Company continues to consolidate the Operating Partnership. The Company’s sole significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is an obligation of the Operating Partnership.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the debt liability. The Company adopted this standard on January 1, 2016 and presents all debt issuance costs, other than issuance costs related to its senior unsecured revolving credit facility, as a direct deduction from the carrying value of the debt liability. Adoption of this standard was applied retrospectively for all periods presented, affecting only the presentation of the balance sheet. The adoption of this standard did not have a material impact on the Company's financial position and had no impact on the results of operations or cash flows.
In August 2015, the FASB issued ASU 2015-15, Interest — Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after the adoption of ASU 2015-03. In particular, ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs related to a line-of-credit arrangement as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of such arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted this standard on January 1, 2016 and elected to continue presenting debt issuance costs related to its senior unsecured revolving credit facility as an asset which is included in prepaid expenses and other assets on the accompanying consolidated balance sheets. The adoption of this standard did not have a material effect on its consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred taxes by requiring that deferred tax assets and liabilities be presented as non-current on the balance sheet. The new standard is effective for the Company on January 1, 2017 but earlier adoption is permitted. The Company adopted this standard on January 1, 2016 and it did not have an impact on the Company's financial position, results of operations or cash flows.
In February 2016, the FASB issued ASU 2016-02, Leases, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. This guidance is effective for the Company on January 1, 2019, however, early adoption is permitted. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is evaluating the effect that ASU 2016-02 will have on its consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU-2016-09, Improvements to Employee Share-Based Award Payment Accounting, which simplifies various aspects of how share-based payments are accounted for and presented in the financial statements. This standard requires companies to record all of the tax effects related to share-based payments through the income statement, allows companies to elect an accounting policy to either estimate the share based award forfeitures (and expense) or account for forfeitures (and expense) as they occur, and allows companies to withhold up to the maximum individual statutory tax rate the shares upon settlement of an award without causing the award to be classified as liability. This guidance is effective for the Company on January 1, 2017, however, early adoption is permitted. The Company early adopted this standard on April 1, 2016 and it did not have an impact on the Company's financial position, results of operations or cash flows.

Note 3. Acquisition of Hotel Properties

The Company had no hotel acquisitions during the three months ended March 31, 2016. The following unaudited pro forma financial information presents the results of the Company for the three months ended March 31, 2016 and 2015 as if the hotels acquired in 2015 were acquired on January 1, 2014. The following hotels' pro forma results are included in the pro forma table below: LaPlaya Beach Resort and LaPlaya Beach Club; and The Tuscan Fisherman's Wharf, a Best Western Plus

12


Hotel. The pro forma results below exclude acquisition costs of $0.1 million for the three months ended March 31, 2015. The unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of either the results of operations that would have actually occurred had these transactions occurred or the future results of operations (in thousands, except per-share data).
 
For the three months ended March 31,
 
2016
 
2015
 
(Unaudited)
 
 
 
 
Total revenues
$
196,245

 
$
183,527

Operating income (loss)
30,007

 
22,636

Net income (loss) attributable to common shareholders
6,566

 
6,438

Net income (loss) per share available to common shareholders — basic
$
0.09

 
$
0.09

Net income (loss) per share available to common shareholders — diluted
$
0.09

 
$
0.09


Note 4. Investment in Hotel Properties
Investment in hotel properties as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands):
 
 
March 31,
2016
 
December 31, 2015
Land
$
499,381

 
$
499,381

Buildings and improvements
2,259,648

 
2,225,168

Furniture, fixtures and equipment
216,426

 
205,890

Construction in progress
16,744

 
26,322

Investment in hotel properties
$
2,992,199

 
$
2,956,761

Less: Accumulated depreciation
(307,914
)
 
(283,177
)
Investment in hotel properties, net
$
2,684,285

 
$
2,673,584


Note 5. Investment in Joint Venture
On July 29, 2011, the Company acquired a 49% interest in a joint venture (the “Manhattan Collection joint venture”), which owns six properties in New York, New York. The transaction valued the six hotels at approximately $908.0 million (subject to working capital and similar adjustments). The Company accounts for this investment using the equity method.
In conjunction with the joint venture's refinancing in 2012, the Company provided the joint venture a $50.0 million unsecured special loan which matures at the earlier of July 4, 2018, the closing of any refinancing of the secured loan or the closing date of a portfolio sale (as defined in the loan agreement). The unsecured special loan bears interest at an annual fixed rate of 9.75% and requires interest-only payments through maturity. The unsecured special loan is pre-payable by the joint venture at any time. The unsecured special loan to the joint venture is included in the investment in joint venture on the consolidated balance sheets. Interest income is recorded on the accrual basis and the Company's 49% pro-rata portion of the special loan and related interest income is eliminated.
As of March 31, 2016, the joint venture reported $443.0 million in total assets, which represents the historical cost basis of the hotels prior to the Company's investment. The joint venture's total liabilities and members' deficit include $460.0 million in existing first mortgage debt, consisting of a single $410.0 million loan secured by five of the properties (excluding Dumont NYC) and a $50.0 million loan secured by the Dumont NYC, and the $50.0 million unsecured special loan provided by the Company as described above. At March 31, 2016, the five hotel properties securing the joint venture’s $410.0 million loan are in a cash trigger period, as defined in the loan agreement, because their aggregate net operating income on a trailing 12-month basis was below a minimum threshold.  As a result, the joint venture may not make distributions of cash generated by such hotel properties to its partners, including the Company, until the minimum net operating income from such hotel properties on a trailing 12-month basis exceeds the minimum threshold. The joint venture was in compliance with all of its debt covenants as of March 31, 2016. The Company is not a guarantor of any existing debt of the joint venture except for limited customary carve-outs related to fraud or misapplication of funds.

13


At the time of the Company’s investment in the joint venture, the estimated fair value of the hotel properties owned by the Manhattan Collection joint venture exceeded the carrying value. This basis difference between the Company’s investment in the joint venture and the Company’s proportionate 49% interest in these depreciable assets held by the joint venture is amortized over the estimated life of the underlying assets and recognized as a component of equity in earnings (loss) of joint venture (referred to as the basis adjustment in the table below).
The summarized results of operations of the Company’s investment in the Manhattan Collection joint venture for the three months ended March 31, 2016 and 2015 are presented below (in thousands):
 
For the three months ended March 31,
 
2016
 
2015
Revenues
$
31,181

 
$
31,021

Total expenses
42,614

 
41,503

Net income (loss)
$
(11,433
)
 
$
(10,482
)
Company’s 49% interest of net income (loss)
(5,602
)
 
(5,136
)
Basis adjustment
91

 
99

Special loan interest income elimination
596

 
589

Equity in earnings (loss) in joint venture
$
(4,915
)
 
$
(4,448
)

The Company classifies the distributions from the Manhattan Collection joint venture in the statements of cash flows based upon an evaluation of the specific facts and circumstances of each distribution. For example, distributions from cash generated by property operations are classified as cash flows from operating activities. However, distributions received as a result of property sales are classified as cash flows from investing activities.
Note 6. Debt
Senior Unsecured Revolving Credit Facility
On May 19, 2015, the Company exercised the accordion feature under the amended and restated credit agreement that governs the Company's senior unsecured revolving credit facility and the Company's unsecured term loan facility to increase the aggregate borrowing capacity by $150.0 million to $750.0 million. The Company's $750.0 million unsecured credit facility provides for a $450.0 million unsecured revolving credit facility and a $300.0 million unsecured term loan (the "First Term Loan"). The revolving credit facility matures in January 2019 with options to extend the maturity date to January 2020. The First Term Loan matures in January 2020. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement to up to $1.0 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.55% to 2.30%, depending on the Company’s leverage ratio. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. As of March 31, 2016 and December 31, 2015, the Company had $180.0 million and $165.0 million, respectively, in outstanding borrowings under the revolving credit facility. As of March 31, 2016, the Company had $270.0 million borrowing capacity remaining under its unsecured revolving credit facility. As of March 31, 2016, the Company was in compliance with the credit agreement debt covenants. For the three months ended March 31, 2016 and 2015, the Company incurred unused commitment fees of $0.3 million and $0.2 million, respectively.
Unsecured Term Loan Facilities
As of March 31, 2016, the Company had $300.0 million outstanding under the First Term Loan which matures in January 2020. This term loan facility bears interest at a variable rate of LIBOR plus 1.50% to 2.25%, depending on the Company's leverage ratio.
On April 13, 2015, the Company entered into a second unsecured term loan facility (the "Second Term Loan"). The Second Term Loan has a $100.0 million capacity, which may be increased to up to $200.0 million, subject to lender approval, and matures in April 2022. On January 5, 2016, the Company exercised its accordion option to increase the borrowing capacity under the Second Term Loan to $175.0 million. As of March 31, 2016, the Company had $175.0 million outstanding under the Second Term Loan. The Second Term Loan bears interest at a variable rate of LIBOR plus 1.70% to 2.55%, depending on the Company's leverage ratio.

14


On June 10, 2015, the Company entered into a third unsecured term loan facility (the "Third Term Loan"). The Third Term Loan has a $125.0 million capacity, which may be increased up to $250.0 million, subject to lender approval, and matures in January 2021. On January 5, 2016, the Company exercised its accordion option to increase the borrowing capacity under the Third Term Loan to $200.0 million. As of March 31, 2016, the Company had $200.0 million outstanding under the Third Term Loan. This Third Term Loan bears interest at a variable rate of LIBOR plus 1.45% to 2.20%, depending on the Company's leverage ratio.
As of March 31, 2016 and December 31, 2015, the Company had $675.0 million and $525.0 million, respectively, in outstanding borrowings under the unsecured term loan facilities. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the amended and restated credit agreement. As of March 31, 2016, the Company was in compliance with all debt covenants. The Company has entered into interest rate swaps to effectively fix the LIBOR rates for all of its unsecured term loan facilities, except for $75.0 million on the Second Term Loan (see “Derivative and Hedging Activities” below).
Senior Unsecured Notes
On November 12, 2015, the Company issued $60.0 million of senior unsecured notes (the "Series A Notes") bearing a fixed interest rate of 4.70% per annum and maturing in December 2023. On November 12, 2015, the Company issued $40.0 million of senior unsecured notes (the "Series B Notes") bearing a fixed interest rate of 4.93% per annum and maturing in December 2025. Each of these notes is subject to debt covenants substantially similar to the covenants under the amended and restated credit agreement.
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Ineffective portions of changes in the fair value of a cash flow hedge are recognized as other expense in the consolidated statements of operations and comprehensive income.
As of March 31, 2016, the Company had interest rate swaps with an aggregate notional amount of $300.0 million to hedge the variable interest rate on the First Term Loan and, as a result, the First Term Loan had a weighted-average effective interest rate of 2.93% through July 13, 2017 and a weighted-average effective interest rate of 3.51% from July 13, 2017 through January 15, 2020, based on the Company’s leverage ratio at March 31, 2016.
The Company entered into interest rate swap agreements with an aggregate notional amount of $100.0 million to effectively fix the LIBOR rate for the entire duration of the Second Term Loan, and, as a result, the Second Term Loan had a weighted-average effective interest rate of 3.46%, based on the Company’s leverage ratio at March 31, 2016. The remaining $75.0 million borrowing under the Second Term Loan remains floating at a variable rate of LIBOR plus 1.70% to 2.55%, depending on the Company's leverage ratio.
The Company entered into interest rate swap agreements with an aggregate notional amount of $200.0 million to effectively fix the LIBOR rate for the entire duration of the Third Term Loan, and, as a result, the Third Term Loan had a weighted-average effective interest rate of 3.21%, based on the Company’s leverage ratio at March 31, 2016.
The Company records all derivative instruments at fair value in the consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of March 31, 2016, the Company's derivative instruments were in liability positions, with aggregate liability fair values of $18.0 million in the accompanying consolidated balance sheets. For the three months ended March 31, 2016 and 2015, there was $11.5 million and $4.2 million in unrealized loss, respectively, recorded in accumulated other comprehensive income. For the three months ended March 31, 2016 and 2015, the Company recorded a loss of $1.8 million and $0.0 million, respectively, for the ineffective portion of the change in fair values of the interest rate swaps. During the three months ended March 31, 2016 and 2015, the Company reclassified $1.6 million and $0.8 million, respectively, from accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $5.0 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months.

15


Mortgage Debt
Each of the Company’s mortgage loans is secured by a first mortgage lien or by leasehold interests under the ground lease on the underlying property. The mortgages are non-recourse to the Company except for customary carve-outs such as fraud or misapplication of funds.
On April 5, 2016, the Company repaid the $62.8 million mortgage loan on the Embassy Suites San Diego Bay - Downtown, without penalty, using proceeds from the senior unsecured revolving credit facility. The Company intends to repay the $22.7 million mortgage loan on the Hotel Modera with cash provided by operations, existing cash balances and/or borrowings under our senior unsecured revolving credit facility.
Debt Summary
Debt as of March 31, 2016 and December 31, 2015 consisted of the following (dollars in thousands):
 
 

 

Balance Outstanding as of
 
Interest Rate

Maturity Date

March 31, 2016

December 31, 2015
Senior unsecured revolving credit facility
Floating (1)

January 2019

$
180,000


$
165,000











Term loans









First Term Loan
Floating(2)

January 2020

300,000


300,000

Second Term Loan
Floating(2)

April 2022

175,000


100,000

Third Term Loan
Floating(2)

January 2021

200,000


125,000

Total term loans at stated value




675,000


525,000

Deferred financing costs, net




(3,799
)

(3,117
)
Total term loans




$
671,201


$
521,883











Senior unsecured notes









Series A Notes
4.70%

December 2023

60,000


60,000

Series B Notes
4.93%

December 2025

40,000


40,000

Total senior unsecured notes at stated value




100,000


100,000

Deferred financing costs, net




(591
)

(608
)
Total senior unsecured notes




$
99,409


$
99,392











Mortgage loans









Embassy Suites San Diego Bay - Downtown
6.28%

June 2016

62,764

(3) 
63,116

Hotel Modera
5.26%

July 2016

22,730


22,833

Hotel Monaco Washington DC
4.36%

February 2017

42,674


42,895

Argonaut Hotel
4.25%

March 2017

42,518


42,823

Sofitel Philadelphia
3.90%

June 2017

45,333


45,668

Hotel Zelos (formerly Hotel Palomar San Francisco)
5.94%

September 2017

26,003


26,098

The Westin San Diego Gaslamp Quarter
3.69%

January 2020

74,498


75,040

Mortgage loans at stated value




316,520


318,473

Mortgage loan premiums and deferred financing costs (4)




447


847

Total mortgage loans




$
316,967


$
319,320

Total debt




$
1,267,577


$
1,105,595

 
________________________ 
(1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the senior unsecured credit agreement) plus an applicable margin. The Company has two six-month extension options.

16


(2) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. The Company entered into interest rate swaps to effectively fix the interest rate for the First Term Loan, a portion of the Second Term Loan and the Third Term Loan. At March 31, 2016 and December 31, 2015, the Company had interest rate swaps on the full amounts outstanding, except for $75.0 million on the Second Term Loan. See "Derivative and Hedging Activities" above.
(3)Loan repaid in full on April 5, 2016.
(4) Loan premiums on assumed mortgages recorded in purchase accounting for the Hotel Zelos (formerly Hotel Palomar San Francisco); Embassy Suites San Diego Bay - Downtown; and Hotel Modera.
The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of March 31, 2016 and December 31, 2015 was $426.2 million and $465.4 million, respectively.
The Company was in compliance with all debt covenants as of March 31, 2016.
Note 7. Equity
Common Shares
The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $.01 par value per share (“common shares”). Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company’s board of trustees.
On March 5, 2014, the Company filed a prospectus supplement with the SEC to sell up to $175.0 million in common shares under a new "at the market" offering program (an "ATM program"). At the same time, the Company terminated its prior $170.0 million ATM program. As of March 31, 2016, $159.8 million in common shares remained available for issuance under the $175.0 million ATM program.
On February 22, 2016, the Company announced that its Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. As of March 31, 2016, the Company had no repurchases under this program.
Common Dividends
The Company declared the following dividends on common shares/units for the three months ended March 31, 2016:
Dividend per
Share/Unit
 
For the quarter
ended
 
Record Date
 
Payable Date
$
0.38

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016
Preferred Shares
The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $.01 par value per share (“preferred shares”).
On March 11, 2016, the Company redeemed all 5,600,000 of its 7.875% Series A Cumulative Redeemable Preferred Shares ("Series A Preferred Shares") at a redemption amount of $25.00 per share plus accrued and unpaid dividends. As of March 31, 2016 and December 31, 2015, the Company had no and 5,600,000, respectively, of its 7.875% Series A Preferred Shares, 3,400,000 of its 8.00% Series B Cumulative Redeemable Preferred Shares ("Series B Preferred Shares") and 5,000,000 of its 6.50% Series C Preferred Shares ("Series C Preferred Shares") outstanding.
The Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares of beneficial interest and on parity with each other with respect to payment of distributions. The Preferred Shares are cumulative redeemable preferred shares, do not have any maturity date and are not subject to mandatory redemption. The Company may not redeem the Series A Preferred Shares, Series B Preferred Shares or Series C Preferred Shares prior to March 11, 2016, September 21, 2016, and March 18, 2018, respectively, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after those dates, the Company may, at its option, redeem the applicable Preferred Shares, in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence

17


of a change of control, as defined in the Company's declaration of trust, the result of which the Company’s common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or NASDAQ, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of the Company’s common shares based on a defined formula subject to a share cap. The share cap on each Series B Preferred Share is 3.4483 common shares and each Series C Preferred Share is 2.0325 common shares.
Preferred Dividends
The Company declared the following dividends on preferred shares for the three months ended March 31, 2016:
 
Security Type
 
Dividend  per
Share/Unit
 
For the quarter
ended
 
Record Date
 
Payable Date
8.00% Series B
 
$
0.50

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016
6.50% Series C
 
$
0.41

 
March 31, 2016
 
March 31, 2016
 
April 15, 2016

Non-controlling Interest of Common Units in Operating Partnership
Holders of Operating Partnership units have certain redemption rights that enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of the Company’s common shares at the time of redemption or for the Company’s common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders.
As of March 31, 2016 and December 31, 2015, the Operating Partnership had 236,351 long-term incentive partnership units (“LTIP units”) outstanding. Of the 236,351 LTIP units outstanding at March 31, 2016, 54,845 units have vested. Only vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption as described above.
Note 8. Share-Based Compensation Plan
The Company maintains the 2009 Equity Incentive Plan, as amended and restated (the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years, with certain awards vesting over periods of up to six years. The Company pays or accrues for dividends on share-based awards. All share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements. As of March 31, 2016, there were 151,552 common shares available for issuance under the Plan, assuming performance based equity awards vest at target.
Service Condition Share Awards
From time to time, the Company awards restricted shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment.
The following table provides a summary of service condition restricted share activity as of March 31, 2016:
 
 
Shares
 
Weighted-Average
Grant Date
Fair Value
Unvested at December 31, 2015
124,617

 
$
35.46

Granted
67,280

 
$
23.81

Vested
(52,452
)
 
$
32.79

Forfeited
(1,285
)
 
$
33.86

Unvested at March 31, 2016
138,160

 
$
30.82


18


The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period. For the three months ended March 31, 2016 and 2015, the Company recognized approximately $0.4 million and $0.4 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statements of operations. As of March 31, 2016, there was $3.8 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.5 years.
Performance-Based Equity Awards

On February 8, 2012, the Board of Trustees approved a target award of 72,056 performance-based equity awards to officers and employees of the Company. In February 2015, these awards vested and the Company issued 120,016 and 87,556 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested were based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2012 through December 31, 2014.

On January 30, 2013, the Board of Trustees approved a target award of 72,118 performance-based equity awards to officers and employees of the Company. In January 2016, these awards vested and the Company issued 120,730 and 56,562 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested were based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2013 through December 31, 2015.
On December 13, 2013, the Board of Trustees approved a target award of 252,088 performance-based equity awards to officers and employees of the Company. The awards vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined on each vesting date based upon the two performance criteria as defined in the award agreements for the period of performance beginning on the grant date and ending on the applicable vesting date. In January 2016, one fifth of these awards vested and the Company issued 25,134 of common shares which represented achieving 49% of the 50,418 target number of shares.
On February 4, 2014, the Board of Trustees approved a target award of 66,483 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2017. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 12,261 target awards to non-executive management employees which have no maximum) and will be determined in 2017 based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2014 through December 31, 2016.
On February 11, 2015, the Board of Trustees approved a target award of 44,962 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2018. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 8,559 target awards to non-executive management employees which have no maximum) and will be determined in 2018 based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2015 through December 31, 2017.
On July 27, 2015, a target award of 771 performance-based equity awards was granted to an employee of the Company. This award vests on January 1, 2018. The actual number of common shares that ultimately vest will be determined in 2018 based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2017.
On February 10, 2016, the Board of Trustees approved a target award of 100,919 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2019. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 17,372 target awards to non-executive management employees which have no maximum) and will be determined in 2019 based on three performance criteria as defined in the award agreements for the period of performance from January 1, 2016 through December 31, 2018.
The grant date fair value of the performance awards were determined using a Monte Carlo simulation method with the following assumptions:

19


Performance Award Grant Date
 
Percentage of Total Award
 
Grant Date Fair Value by Component ($ in millions)
 
Volatility
 
Interest Rate
 
Dividend Yield
February 8, 2012
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.7
 
33.00%
 
0.34%
 
2.20%
 
Absolute Total Shareholder Return
 
30.00%
 
$0.6
 
33.00%
 
0.34%
 
2.20%
 
EBITDA Comparison
 
40.00%
 
$0.7
 
33.00%
 
0.34%
 
2.20%
 
 
 
 
 
 
 
 
 
 
 
 
January 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.7
 
31.00%
 
0.41%
 
2.20%
 
Absolute Total Shareholder Return
 
30.00%
 
$0.5
 
31.00%
 
0.41%
 
2.20%
 
EBITDA Comparison
 
40.00%
 
$0.7
 
31.00%
 
0.41%
 
2.20%
 
 
 
 
 
 
 
 
 
 
 
 
December 13, 2013
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
50.00%
 
$4.7
 
29.00%
 
0.34% - 2.25%
 
2.40%
 
Absolute Total Shareholder Return
 
50.00%
 
$2.9
 
29.00%
 
0.34% - 2.25%
 
2.40%
 
 
 
 
 
 
 
 
 
 
 
 
February 4, 2014
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.7
 
29.00%
 
0.62%
 
2.40%
 
Absolute Total Shareholder Return
 
30.00%
 
$0.5
 
29.00%
 
0.62%
 
2.40%
 
EBITDA Comparison
 
40.00%
 
$0.8
 
29.00%
 
0.62%
 
2.40%
 
 
 
 
 
 
 
 
 
 
 
 
February 11, 2015
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
$0.9
 
22.00%
 
1.02%
 
2.50%
 
Absolute Total Shareholder Return
 
40.00%
 
$0.7
 
22.00%
 
1.02%
 
2.50%
 
EBITDA Comparison
 
30.00%
 
$0.7
 
22.00%
 
1.02%
 
2.50%
 
 
 
 
 
 
 
 
 
 
 
 
July 27, 2015
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
30.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
Absolute Total Shareholder Return
 
40.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
EBITDA Comparison
 
30.00%
 
(1) 
22.00%
 
0.68%
 
2.50%
 
 
 
 
 
 
 
 
 
 
 
 
February 10, 2016
 
 
 
 
 
 
 
 
 
 
 
Relative Total Shareholder Return
 
70.00%
 
$1.6
 
25.00%
 
0.71%
 
3.00%
 
Absolute Total Shareholder Return
 
15.00%
 
$0.2
 
25.00%
 
0.71%
 
3.00%
 
EBITDA Comparison
 
15.00%
 
$0.4
 
25.00%
 
0.71%
 
3.00%
(1)Amounts round to zero.

In the table above, the Relative Total Shareholder Return and Absolute Total Shareholder Return components are market conditions as defined by ASC 718. The EBITDA Comparison component is a performance condition as defined by ASC 718, and, therefore, compensation expense related to this component will be reassessed at each reporting date based on the Company's estimate of the probable level of achievement, and the accrual of compensation expense will be adjusted as appropriate.
 
Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight-

20


line basis through the vesting date. As of March 31, 2016, there was approximately $13.7 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 2.2 years. For the three months ended March 31, 2016 and 2015, the Company recognized $1.2 million and $1.5 million, respectively, in expense related to these awards.
Long-Term Incentive Partnership Units
LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership.
As of March 31, 2016, the Operating Partnership had two classes of LTIP units, LTIP Class A and LTIP Class B units, all of which are held by officers of the Company.
LTIP Class A units were granted to executives of the Company concurrent with completion of the Company's initial public offering in December 2009. These LTIP units vested ratably on each of the first five anniversaries of their dates of grant and were valued at $8.50 per LTIP unit at the date of grant using a Monte Carlo simulation method model.
On December 13, 2013, the Board of Trustees approved a grant of 226,882 LTIP Class B units to executive officers of the Company. These LTIP units are subject to time-based vesting in five equal annual installments beginning January 1, 2016 and ending on January 1, 2020. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $29.19 per unit. The aggregate grant date fair value of the LTIP Class B units was $6.6 million.
As of March 31, 2016, the Company had 236,351 LTIP units outstanding. All LTIP unvested units will vest upon a change in control. As of March 31, 2016, of the 236,351 units outstanding, 54,845 LTIP units have vested.
For the three months ended March 31, 2016 and 2015, the Company recognized $0.3 million and $0.3 million, respectively, in expense related to these units. As of March 31, 2016, there was $4.1 million of total unrecognized share-based compensation expense related to LTIP units. This unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.9 years. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s consolidated balance sheets.
Note 9. Income Taxes
The Company's TRS, PHL, is subject to federal and state corporate income taxes at statutory tax rates. The Company has estimated PHL's income tax expense (benefit) for the three months ended March 31, 2016 using an estimated combined federal and state statutory tax rate of 38.0%.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state, and local jurisdictions, where applicable. As of March 31, 2016 and December 31, 2015, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2012 and 2011, respectively.
Note 10. Earnings Per Share
The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share
data):

21


 
For the three months ended March 31,
 
2016
 
2015
Numerator:
 
 
 
Net income (loss) attributable to common shareholders
$
6,566

 
$
655

Less: dividends paid on unvested share-based compensation
(121
)
 
(107
)
Undistributed earnings attributable to share-based compensation

 

Net income (loss) available to common shareholders
$
6,445

 
$
548

Denominator:
 
 
 
Weighted-average number of common shares — basic
71,836,815

 
71,673,669

Effect of dilutive share-based compensation
474,266

 
772,560

Weighted-average number of common shares — diluted
72,311,081

 
72,446,229

 
 
 
 
Net income (loss) per share available to common shareholders — basic and diluted
$
0.09

 
$
0.01

For the three months ended March 31, 2016, 133,616 unvested service condition restricted shares and performance-based equity awards were excluded from diluted weighted-average common shares, as their effect would have been anti-dilutive. There were no anti-dilutive shares excluded for the three months ended March 31, 2015. The LTIP units held by the non-controlling interest holders have been excluded from the denominator of the diluted earnings per share as there would be no effect on the amounts since the limited partners' share of income (loss) would also be added or subtracted to derive net income (loss) available to common shareholders.
Note 11. Commitments and Contingencies
Management Agreements
The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from five years to 20 years, not including renewals, and five years to 52 years, including renewals. Many of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to five times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement.
The management agreements require the payment of a base management fee generally between 2% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. For the three months ended March 31, 2016 and 2015, combined base and incentive management fees were $5.6 million and $4.9 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's consolidated statements of operations and comprehensive income.
Reserve Funds
Certain of the Company’s agreements with its hotel managers, franchisors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment.
Restricted Cash
At March 31, 2016 and December 31, 2015, the Company had $10.0 million and $9.5 million, respectively, in restricted cash, which consisted of reserves for replacement of furniture and fixtures or reserves to pay for real estate taxes or property insurance under certain hotel management agreements or loan agreements. For purposes of the statement of cash flows,

22


changes in restricted cash caused by changes in required reserves for real estate taxes or property insurance are shown as operating activities. Changes in restricted cash caused by changes in required reserves for furniture and fixtures replacement are shown as investing activities.
Ground and Hotel Leases
The Hotel Monaco Washington DC is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2059. The hotel is required to pay the greater of an annual base rent of $0.2 million or a percentage of gross hotel revenues and gross food and beverage revenues in excess of certain thresholds, as defined in the agreement. The lease contains certain restrictions on modifications that can be made to the hotel structure due to its status as a national historic landmark.
The Argonaut Hotel is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2059. The hotel is required to pay the greater of an annual base rent of $1.3 million or a percentage of rooms revenues, food and beverage revenues and other department revenues in excess of certain thresholds, as defined in the agreement. The lease contains certain restrictions on modifications that can be made to the structure due to its status as a national historic landmark.

The Hotel Zelos (formerly Hotel Palomar San Francisco) is subject to a long-term hotel lease for the right to use the ground floor lobby area and floors five through nine of the building and underlying land. The hotel lease expires in 2097. The hotel is required to pay annual base rent and a percentage rent, which is based on gross hotel and gross food and beverage revenues in excess of certain thresholds, as defined in the lease agreement.

The Hotel Zephyr Fisherman's Wharf (formerly Radisson Hotel Fisherman's Wharf) is subject to both a long-term primary ground lease and a secondary sublease. The primary ground lease requires the hotel to make annual base rental payments of $0.1 million and percentage rental payments based on 5% of hotel revenues and 7.5% of retail revenues attributed to guest rooms and retail space added to the hotel property in 1998. Beginning in 2017, the primary ground lease requires the hotel to pay percentage rent based on 6% of total hotel revenues and 7.5% of total retail and parking revenues. The primary ground lease expires in 2062. The secondary sublease requires the hotel to make rental payments based on hotel net income, as defined in the agreement, related to the rooms and retail space in existence prior to the 1998 renovation. The secondary sublease expires in April 2016 at which time the hotel will only be subject to the primary ground lease through its maturity in 2062.

The Hotel Zeppelin San Francisco (formerly Prescott Hotel) is subject to a long-term hotel lease for the right to use floors three through seven, the basement and the roof of an adjacent, attached building containing 64 of the 196 guest rooms at the property. The hotel lease expires in 2059, with a one time extension option of 30 years. The Company is required to pay annual base rent of approximately $0.5 million, beginning in October 2017. The annual base rent is subject to a fixed increase every year during the remaining lease term. The building portion of the long-term hotel lease assumed was determined to be a capital lease.

The Hotel Palomar Los Angeles - Beverly Hills is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2107, including 19 five-year extension options. The hotel is required to pay annual base rent of approximately $3.8 million through January 2021 and the base rent will be adjusted for consumer price index ("CPI") increases at each five-year extension.

The Union Station Hotel, Autograph Collection is subject to a long-term ground lease agreement on the land underlying the hotel. The ground lease expires in 2105. The hotel is required to pay the greater of annual base rent of $0.1 million or annual real property taxes.

The ground leases and Hotel Zelos (formerly Hotel Palomar San Francisco) hotel lease are considered operating leases. The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense was $2.9 million and $2.7 million for the three months ended March 31, 2016 and 2015, respectively. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's consolidated statements of operations and comprehensive income.

Litigation
The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential

23


material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company.
Note 12. Supplemental Information to Statements of Cash Flows
 
 
For the three months ended March 31,
 
2016
 
2015
 
(in thousands)
Interest paid, net of capitalized interest
$
9,078

 
$
8,618

Interest capitalized
$
492

 
$
193

Income taxes paid
$
6

 
$
471

Non-Cash Investing and Financing Activities:
 
 
 
Distributions payable on common shares/units
$
29,175

 
$
23,685

Distributions payable on preferred shares
$
3,192

 
$
5,550

Issuance of common shares for Board of Trustees compensation
$
606

 
$
372

Accrued additions and improvements to hotel properties
$
378

 
$
576



24


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report. Pebblebrook Hotel Trust is a Maryland real estate investment trust that conducts its operations so as to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Substantially all of the operations are conducted through Pebblebrook Hotel, L.P. (our "Operating Partnership"), a Delaware limited partnership of which Pebblebrook Hotel Trust is the sole general partner. In this report, we use the terms "the Company", "we" or "our" to refer to Pebblebrook Hotel Trust and its subsidiaries, unless the context indicates otherwise.

FORWARD-LOOKING STATEMENTS
This report, together with other statements and information publicly disseminated by us, contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "potential", "could", "seek", "assume", "forecast", "believe", "expect", "intend", "anticipate", "estimate", "project" or similar expressions. Forward-looking statements in this report include, among others, statements about our business strategy, including acquisition and development strategies, industry trends, estimated revenues and expenses, our ability to realize deferred tax assets and expected liquidity needs and sources (including capital expenditures and our ability to obtain financing or raise capital). You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and which could materially affect actual results, performance or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to:
risks associated with the hotel industry, including competition, increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control including, without limitation, actual or threatened terrorist attacks, cyber attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions;
the availability and terms of financing and capital and the general volatility of securities markets;
our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly;
risks associated with the global economy and real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act and similar laws;
interest rate increases;
our possible failure to qualify as REIT under the Code and the risk of changes in laws affecting REITs;
the timing and availability of potential hotel acquisitions and our ability to identify and complete hotel acquisitions in accordance with our business strategy;
the possibility of uninsured losses;
risks associated with redevelopment and repositioning projects, including delays and cost overruns; and
the other factors discussed under the heading "Risk Factors" in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2015.
Accordingly, there is no assurance that our expectations will be realized. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Overview
The U.S. lodging industry continued to exhibit positive fundamentals in the first three months of 2016, though at moderate levels.  The slowing global economy, weaker job gains, slowing corporate profit outlooks, the strength of the U.S. dollar relative to other foreign currencies and softer international inbound travel demand are likely to produce more modest hotel demand growth for the remainder of 2016.  As a result of these factors and greater supply on average in many of the larger urban markets like New York and Washington, D.C., we expect that the urban markets will continue to under-perform the U.S.

25


lodging industry’s RevPAR growth in 2016.  We remain encouraged with the opportunities throughout our portfolio, as well as the momentum we have been gaining at our recently renovated and redeveloped hotels. We believe that our properties have opportunities to continue to achieve significant growth in their operating cash flows and long-term economic values.
During the three months ended March 31, 2016, we increased borrowing under two term loans by a total of $150.0 million. We also redeemed all 5,600,000 of our Series A Preferred Shares. Subsequent to the quarter end, we repaid the $62.8 million mortgage loan on the Embassy Suites San Diego Bay - Downtown.
While we do not operate our hotel properties, both our asset management team and our executive management team monitor and work cooperatively with our hotel managers by advising and making recommendations in all aspects of our hotels’ operations, including property positioning and repositioning, revenue and expense management, operations analysis, physical design, renovation and capital improvements, guest experience and overall strategic direction. Through these efforts, we seek to improve property efficiencies, lower costs, maximize revenues and enhance property operating margins, which we expect will enhance returns to our shareholders.

Key Indicators of Financial Condition and Operating Performance

We measure hotel results of operations and the operating performance of our business by evaluating financial and non-financial metrics such as room revenue per available room ("RevPAR"); average daily rate ("ADR"); occupancy rate ("occupancy"); funds from operations ("FFO"); and earnings before interest, income taxes, depreciation and amortization ("EBITDA"). We evaluate individual hotel and company-wide performance with comparisons to budgets, prior periods and competing properties. ADR, occupancy and RevPAR may be impacted by macroeconomic factors as well as regional and local economies and events. See "Non-GAAP Financial Matters" for further discussion of FFO and EBITDA.

Hotel Operating Statistics

The following table represents the key same-property hotel operating statistics for our wholly owned hotels for the three months ended March 31, 2016 and 2015.

 
 
For the three months ended March 31,
 
 
2016
 
2015
Total Wholly Owned Portfolio
 
 
 
 
Same-Property Occupancy
 
82.2
%
 
78.5
%
Same-Property ADR
 
$
242.28

 
$
232.79

Same-Property RevPAR
 
$
199.08

 
$
182.84


The table above includes information from all of the hotels we owned as of March 31, 2016, except for Hotel Vintage Portland for the first quarter of both 2016 and 2015 because it was closed during the first quarter of 2015 for renovation and Hotel Zeppelin San Francisco (formerly Prescott Hotel) for the first quarter of both 2016 and 2015 because it was closed during the first quarter of 2016 for renovation. The table above does not include the hotel results of the Manhattan Collection joint venture. These hotel results for the respective periods include information reflecting operational performance for some hotels prior to our ownership of those hotels.
Results of Operations
At March 31, 2016 and 2015, we had 31 and 29 wholly owned properties and leasehold interests, respectively. All properties owned during these periods have been included in our results of operations during the respective periods since their dates of acquisition. Based on when a property was acquired, operating results for certain properties are not comparable for the three months ended March 31, 2016 and 2015. The properties listed in the table below are hereinafter referred to as "non-comparable properties" for the periods indicated and all other properties are considered and referred to as "comparable properties":

26


Property
 
Location
 
Acquisition Date
 
Non-comparable property for the three months ended March 31, 2016 and 2015
LaPlaya Beach Resort and LaPlaya Beach Club
 
Naples, FL
 
May 21, 2015
 
X
The Tuscan Fisherman's Wharf, a Best Western Plus Hotel
 
San Francisco, CA
 
June 11, 2015
 
X
Comparison of the three months ended March 31, 2016 to the three months ended March 31, 2015
Revenues — Total hotel revenues increased by $32.8 million, of which $12.6 million was contributed by the comparable properties and $20.2 million was contributed by the non-comparable properties. The increase from the comparable properties is primarily a result of increases in occupancy at the Hotel Vintage Portland, W Los Angeles - West Beverly Hills, and our Los Angeles and San Francisco properties. The Hotel Vintage Portland and W Los Angeles - West Beverly Hills were undergoing renovations during the first quarter of 2015. Our Los Angeles properties benefited from the displacement of families from their Porter Ranch neighborhood and we also experienced increase occupancy at our San Francisco properties as a result of the Super Bowl being held in San Francisco. This was offset by a reduction in revenues due to the closing of the Hotel Zeppelin San Francisco (formerly Prescott Hotel) for renovation during most of the first quarter of 2016.
Hotel operating expenses — Total hotel operating expenses increased by $14.7 million. The comparable properties contributed $4.6 million of the increase, primarily from the W Los Angeles - West Beverly Hills and Hotel Vintage Portland, both of which were undergoing renovations during the first quarter of 2015. The non-comparable properties contributed $10.1 million to the increase.
Depreciation and amortization — Depreciation and amortization expense increased by $3.7 million primarily due to the additional depreciation for the non-comparable properties.
Real estate taxes, personal property taxes, property insurance and ground rent — Real estate taxes, personal property taxes, insurance and ground rent increased by $1.2 million primarily due to the non-comparable properties.
Corporate general and administrative — Corporate general and administrative expenses decreased by $0.8 million primarily as a result of a reduction in employee compensation costs. Corporate general and administrative expenses consist of employee compensation costs, legal and professional fees, insurance, state franchise taxes and other expenses.
Hotel acquisition and disposition costs — Hotel acquisition costs decreased by $0.1 million due to a decrease in acquisition activity. Typically, hotel property acquisition costs consist of legal fees, other professional fees, transfer taxes and other direct costs associated with our pursuit of hotel investments and divestitures. As a result, these costs are generally higher when more properties are acquired or sold, or when we have significant ongoing acquisition and disposition activity.
Interest income — Interest income remained consistent with the prior period.
Interest expense — Interest expense increased by $2.5 million, a result of additional term loans, issuance of senior unsecured notes and credit facility borrowings in connection with the acquisition of the non-comparable properties and for the redemption of the Series A Preferred Shares.
Other — Other expense increased by $1.8 million as a result of the loss for the ineffective portion of our derivative instruments. There was no such ineffectiveness during the prior period.
Equity in earnings (losses) of joint venture — Equity in losses of joint venture increased $0.5 million due to a decrease in revenues primarily as a result of decreases in ADR at the Manhattan Collection joint venture properties.
Income tax (expense) benefit — Income tax benefit increased $0.1 million due to higher net loss at our TRS compared to the prior year.
Non-controlling interests — Non-controlling interests represent the allocation of income or loss of our Operating Partnership to the common units held by the LTIP unit holders.
Distributions to preferred shareholders — Distributions to preferred shareholders decreased $0.6 million as a result of the redemption of all of our Series A Preferred Shares in March 2016.

27


Issuance costs of redeemed preferred shares — These issuance costs relate to the Series A Preferred Shares which we redeemed in March 2016. These costs are included in the determination of net income attributable to common shareholders.
Other comprehensive income (loss) — Other comprehensive loss increased as a result of the change in the fair values of our interest rate swaps.
Non-GAAP Financial Measures
Non-GAAP financial measures are measures of our historical or future financial performance that are different from measures calculated and presented in accordance with U.S. GAAP. We report FFO and EBITDA, which are non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance.
We calculate FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (NAREIT), which defines FFO as net income (calculated in accordance with U.S. GAAP), excluding real estate related depreciation and amortization, gains (losses) from sales of real estate, impairments of real estate assets, the cumulative effect of changes in accounting principles and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. By excluding the effect of real estate related depreciation and amortization including our share of the joint venture depreciation and amortization and gains (losses) from sales of real estate, both of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that FFO provides investors a useful financial measure to evaluate our operating performance.
The following table reconciles net income (loss) to FFO and FFO available to common share and unit holders for the three months ended March 31, 2016 and 2015 (in thousands):
 
For the three months ended March 31,
 
2016
 
2015
Net income (loss)
$
16,637

 
$
7,170

Adjustments:
 
 
 
Depreciation and amortization
25,002

 
21,262

Depreciation and amortization from joint venture
2,243

 
2,158

FFO
$
43,882

 
$
30,590

Distribution to preferred shareholders
(5,844
)
 
(6,488
)
Issuance costs of redeemed preferred shares
(4,169
)
 

FFO available to common share and unit holders
$
33,869

 
$
24,102

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We believe that EBITDA provides investors a useful financial measure to evaluate our operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).
The following table reconciles net income (loss) to EBITDA for the three months ended March 31, 2016 and 2015 (in thousands):
 
For the three months ended March 31,
 
2016
 
2015
Net income (loss)
$
16,637

 
$
7,170

Adjustments:
 
 
 
Interest expense
10,801

 
8,321

Interest expense from joint venture
2,278

 
2,256

Income tax expense (benefit)
(3,492
)
 
(3,389
)
Depreciation and amortization
25,061

 
21,325

Depreciation and amortization from joint venture
2,243

 
2,158

EBITDA
$
53,528

 
$
37,841


28


Neither FFO nor EBITDA represent cash generated from operating activities as determined by U.S. GAAP and neither should be considered as an alternative to U.S. GAAP net income (loss), as an indication of our financial performance, or to U.S. GAAP cash flow from operating activities, as a measure of liquidity. In addition, FFO and EBITDA are not indicative of funds available to fund cash needs, including the ability to make cash distributions.
Critical Accounting Policies

Our consolidated financial statements have been prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies, including certain critical accounting policies, are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2015.
Recent Accounting Standards
See Note 2, “Summary of Significant Accounting Policies,” to our consolidated interim financial statements for additional information relating to recently issued accounting pronouncements.
Liquidity and Capital Resources
We expect to meet our short-term liquidity requirements through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our senior unsecured revolving credit facility. We expect our existing cash balances and cash provided by operations will be adequate to fund operating requirements, service debt and fund dividends in accordance with the REIT requirements of the federal income tax laws.
We expect to meet our long-term liquidity requirements, such as hotel property acquisitions, property redevelopment, investments in existing or new joint ventures, and debt principal payments and debt maturities, through the net proceeds from additional issuances of common shares, additional issuances of preferred shares, issuances of units of limited partnership interest in our Operating Partnership, secured and unsecured borrowings, hotel property sales and cash provided by operations. The success of our business strategy may depend in part on our ability to access additional capital through issuances of debt and equity securities, which is dependent on favorable market conditions.
We strive to maintain prudent debt leverage and intend to opportunistically enhance our capital position.
Senior Unsecured Revolving Credit Facility, Unsecured Term Loan Facilities and Senior Unsecured Notes
On October 16, 2014, we amended and restated the credit agreement governing our unsecured revolving credit facility and our first unsecured term loan facility. On May 19, 2015, we exercised the agreement's accordion feature to increase the aggregate borrowing capacity by $150.0 million to $750.0 million. Our $750.0 million unsecured credit facility provides for a $450.0 million unsecured revolving credit facility (the "Revolver") and a $300.0 million unsecured term loan (the "First Term Loan"). The Revolver matures in January 2019 with options to extend the maturity date to January 2020 and the First Term Loan matures in January 2020.
As of March 31, 2016, we had $180.0 million outstanding under the Revolver and $300.0 million outstanding under the First Term Loan. As of March 31, 2016, we had $270.0 million borrowing capacity remaining under the Revolver. We have the ability to further increase the aggregate borrowing capacity under the credit agreement to up to $1.0 billion, subject to lender approval. We intend to repay indebtedness incurred under the Revolver from time to time out of cash flows from operations and, as market conditions permit, from the net proceeds of issuances of additional equity and debt securities and from the net proceeds of dispositions of hotel properties.
Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount. The interest rate depends upon our leverage ratio pursuant to the provisions of the credit facility agreement. We entered into interest rate swaps to effectively fix the interest rates of the First Term Loan. At March 31, 2016, the First Term Loan had a weighted-average effective interest rate of 2.93% through July 13, 2017 and a weighted-average effective interest rate of 3.51% from July 13, 2017 through January 15, 2020, based on the Company's leverage ratio at March 31, 2016.
On April 13, 2015, we entered into a second unsecured term loan facility (the "Second Term Loan"). The Second Term Loan has a $100.0 million capacity, which may be increased up to $200.0 million, subject to lender approval, and matures in

29


April 2022. On January 5, 2016, we exercised the accordion option to increase the borrowing capacity to $175.0 million and borrowed the additional $75.0 million resulting from such increase. We entered into interest rate swap agreements with an aggregate notional amount of $100.0 million to effectively fix the LIBOR rate for the entire duration of the Second Term Loan, and, as a result, the Second Term Loan had a weighted-average effective interest rate of 3.46%, based on the Company’s leverage ratio at March 31, 2016. The remaining $75.0 million borrowing remains floating at a variable rate of LIBOR plus 1.70% to 2.55%, depending on the Company's leverage ratio.
On June 10, 2015, we entered into a third unsecured term loan facility (the "Third Term Loan"). The Third Term Loan has a $125.0 million capacity, which may be increased up to $250.0 million, subject to lender approval, and matures in January 2021. On January 5, 2016, we exercised the accordion option to increase the borrowing capacity to $200.0 million and borrowed the additional $75.0 million resulting from such increase. The Third Term Loan bears interest at a variable rate of LIBOR plus 1.45% to 2.20%, depending on the Company's leverage ratio. We entered into interest rate swap agreements with an aggregate notional amount of $200.0 million to effectively fix the LIBOR rate for the entire duration of the term loan, resulting in a weighted-average effective interest rate of 3.21%, based on the Company's leverage ratio at March 31, 2016.
On November 12, 2015, we issued $60.0 million of senior unsecured notes (the "Series A Notes") bearing a fixed interest rate of 4.70% per annum and maturing in December 2023. On November 12, 2015, we issued $40.0 million of senior unsecured notes (the "Series B Notes") bearing a fixed interest rate of 4.93% per annum and maturing in December 2025.

30


Debt Summary
Debt as of March 31, 2016 and December 31, 2015 consisted of the following (dollars in thousands):
 
 
 
 
 
Balance Outstanding as of
 
Interest Rate
 
Maturity Date
 
March 31, 2016
 
December 31, 2015
Senior unsecured revolving credit facility
Floating (1)
 
January 2019
 
$
180,000

 
$
165,000

 
 
 
 
 
 
 
 
Term loans
 
 
 
 
 
 
 
First Term Loan
Floating(2)
 
January 2020
 
300,000

 
300,000

Second Term Loan
Floating(2)
 
April 2022
 
175,000

 
100,000

Third Term Loan
Floating(2)
 
January 2021
 
200,000

 
125,000

Total term loans at stated value
 
 
 
 
675,000

 
525,000

Deferred financing costs, net
 
 
 
 
(3,799
)
 
(3,117
)
Total term loans
 
 
 
 
$
671,201

 
$
521,883

 
 
 
 
 
 
 
 
Senior unsecured notes
 
 
 
 
 
 
 
Series A Notes
4.70%
 
December 2023
 
60,000

 
60,000

Series B Notes
4.93%
 
December 2025
 
40,000

 
40,000

Total senior unsecured notes at stated value
 
 
 
 
100,000

 
100,000

Deferred financing costs, net
 
 
 
 
(591
)
 
(608
)
Total senior unsecured notes
 
 
 
 
$
99,409

 
$
99,392

 
 
 
 
 
 
 
 
Mortgage loans
 
 
 
 
 
 
 
Embassy Suites San Diego Bay - Downtown
6.28%
 
June 2016
 
62,764

(3) 
63,116

Hotel Modera
5.26%
 
July 2016
 
22,730

 
22,833

Hotel Monaco Washington DC
4.36%
 
February 2017
 
42,674

 
42,895

Argonaut Hotel
4.25%
 
March 2017
 
42,518

 
42,823

Sofitel Philadelphia
3.90%
 
June 2017
 
45,333

 
45,668

Hotel Zelos (formerly Hotel Palomar San Francisco)
5.94%
 
September 2017
 
26,003

 
26,098

The Westin San Diego Gaslamp Quarter
3.69%
 
January 2020
 
74,498

 
75,040

Mortgage loans at stated value
 
 
 
 
316,520

 
318,473

Mortgage loan premiums and deferred financing costs (4)
 
 
 
 
447

 
847

Total mortgage loans
 
 
 
 
$
316,967

 
$
319,320

Total debt
 
 
 
 
$
1,267,577

 
$
1,105,595

__________
(1) Borrowings bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the senior unsecured credit agreement) plus an applicable margin. We have two six-month extension options.
(2) Borrowings under our term loan facilities bear interest at floating rates equal to, at our option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. We entered into interest rate swaps to effectively fix the interest rate for the First Term Loan, the Second Term Loan and the Third Term Loan. At March 31, 2016 and December 31, 2015, we had interest rate swaps on the full amounts outstanding, except for $75.0 million on the Second Term Loan.
(3) Loan repaid in full on April 5, 2016.
(4) Loan premiums on assumed mortgages recorded in purchase accounting for the Hotel Zelos (formerly Hotel Palomar San Francisco), Embassy Suites San Diego Bay - Downtown, and Hotel Modera.

31


On April 5, 2016, we repaid the $62.8 million mortgage loan on the Embassy Suites San Diego Bay - Downtown without penalty, using proceeds from our senior unsecured revolving credit facility. We intend to repay the $22.7 million mortgage loan on the Hotel Modera with cash provided by operations, existing cash balances and/or borrowings under our senior unsecured revolving credit facility.

Issuance of Shares of Beneficial Interest
On March 5, 2014, we entered into equity distribution agreements (collectively, the “Equity Distribution Agreements”) with each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Raymond James & Associates, Inc. (collectively, the “Sales Agents”), providing for our sale from time to time of our common shares having an aggregate offering price of up to $175.0 million, pursuant to a prospectus supplement we filed with the SEC, through any of the Sales Agents, acting as sales agent and/or principal, through an at-the-market offering program (our “ATM program”). At the same time, we terminated our prior $170.0 million ATM program. No common shares were issued or sold under our ATM program during the three months ended March 31, 2016. As of March 31, 2016, $159.8 million in common shares remained available for issuance under the $175.0 million ATM program.
On February 22, 2016, we announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of the Company's outstanding common shares. Under this program, the Company may repurchase its common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. As of March 31, 2016, the Company had no repurchases under this program.
Sources and Uses of Cash
Our principal sources of cash are cash from operations, borrowings under mortgage financings and other debt, draws on our credit facility, proceeds from offerings of our equity securities and hotel property sales. Our principal uses of cash are asset acquisitions, debt service, capital investments, operating costs, corporate expenses and dividends.
Cash Provided by Operations. Our cash provided by operating activities was $46.5 million for the three months ended March 31, 2016. Our cash from operations includes the operating activities of our 31 wholly owned hotels. Our cash provided by operating activities for the three months ended March 31, 2015 was $30.0 million and relates principally to the 29 wholly owned hotels and operating cash flow distributions of $6.3 million received from the Manhattan Collection joint venture.
Cash Used in Investing Activities. Our cash used in investing activities was $33.1 million for the three months ended March 31, 2016. During the three months ended March 31, 2016, we invested $35.8 million in improvements to our hotel properties, received a refund of our deposit of $3.0 million for property under contract for purchase and had a decrease in restricted cash of $0.3 million. Our cash used in investing activities was $23.4 million for the three months ended March 31, 2015. During the three months ended March 31, 2015, we invested $26.4 million in improvements to our hotel properties, placed a deposit of $3.0 million for property under contract for purchase, received $3.0 million from a note receivable and had an increase in restricted cash of $3.1 million.
Cash Used in Financing Activities. Our cash used in financing activities was $11.4 million for the three months ended March 31, 2016. During the three months ended March 31, 2016, we borrowed $150.0 million under the Revolver, repaid $135.0 million under the Revolver, borrowed $150.0 million under our term loan facilities, repaid $2.0 million of mortgage debt, repurchased $2.5 million of common shares for tax withholding for vested share-based equity awards, used $140 million to redeem all of our Series A Preferred Shares, paid $0.9 million in deferred financing fees, paid $31.1 million in distributions and had other financing activities of $0.1 million. For the three months ended March 31, 2015, cash flows used in financing activities was $30.9 million. We borrowed $65.0 million from our revolving credit facility, repaid $15.0 million from the revolving credit facility, repaid $53.1 million of mortgage debt, repurchased $4.1 million of common shares for tax withholding for vested share-based equity awards and paid $23.5 million in distributions.
Capital Investments
We maintain and intend to continue maintaining all of our hotels, including each hotel that we acquire in the future, in good repair and condition and in conformity with applicable laws and regulations and when applicable, in accordance with the franchisor’s standards and the agreed-upon requirements in our management agreements. Routine capital investments will be administered by the hotel management companies. However, we maintain approval rights over the capital investments as part of the annual budget process and as otherwise required from time to time.
From time to time, certain of our hotel properties may undergo renovations as a result of our decision to upgrade portions of the hotels, such as guestrooms, meeting space and restaurants, in order to better compete with other hotels in our markets. In

32


addition, after we acquire a hotel property, we are often required by the franchisor or brand manager, if there is one, to complete a property improvement plan (“PIP”) in order to bring the hotel property up to the franchisor’s or brand’s standards. Generally, we expect to fund renovations and improvements with available cash, restricted cash, borrowings under our credit facility, or proceeds from new mortgage debt or equity offerings.
For the three months ended March 31, 2016, we invested $35.8 million in capital investments to reposition and improve the properties we own. We expect to invest approximately $65.0 million to $75.0 million in capital investments for our wholly owned hotels through the remainder of 2016. In March 2016, the Prescott Hotel was re-opened as Hotel Zeppelin San Francisco, after being closed in November 2015, to complete a $35.0 million renovation. We expect to invest in a $15.0 million to $20.0 million renovation of The Westin Colonnade Coral Gables which began in the third quarter of 2015 and a $16.0 million renovation at the Union Station Hotel, Autograph Collection. The Westin Colonnade Coral Gables and Union Station Hotel, Autograph Collection will remain open during their renovations.
Contractual Obligations and Off-Balance Sheet Arrangements
The table below summarizes our contractual obligations as of March 31, 2016 and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):
 
 
Payments due by period
 
Total
 
Less
than 1
year
 
1 to 3
years
 
3 to 5
years
 
More
than 5
years
Mortgage loans (1)
$
335,383

 
$
184,974

 
$
80,724

 
$
69,685

 
$

Term loans (2)
785,862

 
22,555

 
48,078

 
534,138

 
181,091

Unsecured notes (1)
142,899

 
4,872

 
9,717

 
9,730

 
118,580

Borrowings under credit facility (3)
190,604

 
3,795

 
186,809

 

 

Hotel and ground leases (4)
767,048

 
7,127

 
14,537

 
14,779

 
730,605

Capital lease obligation
36,543

 

 
444

 
652

 
35,447

Membership initiation deposits (5)
32,030

 
378

 

 

 
31,652

Purchase commitments (6)
15,450

 
15,450

 

 

 

Corporate office lease
3,838

 
370

 
771

 
814

 
1,883

Total
$
2,309,657

 
$
239,521

 
$
341,080

 
$
629,798

 
$
1,099,258

 ____________________
(1) 
Amounts include principal and interest.
(2) 
Amounts include principal and interest. Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. The Company entered into interest rate swaps to effectively fix the interest rates for all three of the term loans. At March 31, 2016 and December 31, 2015, the Company had interest rate swaps on the full amounts outstanding, except for $75.0 million on the Second Term Loan.
(3) 
Amounts include principal and interest. Interest expense is calculated based on the weighted-average interest rate for all outstanding credit facility borrowings as of March 31, 2016. It is assumed that the outstanding borrowings will be repaid upon maturity with fixed interest-only payments until then.
(4) 
The long-term ground leases on the Hotel Monaco Washington DC and Argonaut Hotel provide for the greater of base or percentage rent, adjusted for CPI increases. The long-term hotel lease on the Hotel Zelos (formerly Hotel Palomar San Francisco) provides for base rent plus percentage rent, adjusted for CPI increases and contains a base rent floor and ceiling. The long-term leases on the Hotel Zephyr Fisherman's Wharf (formerly Radisson Hotel Fisherman's Wharf) provide for base plus percentage rent through 2016 and rent as a percentage of revenues and net income, as adjusted and defined in the agreements, in 2017 and thereafter. The long-term hotel lease on Hotel Zeppelin San Francisco (formerly Prescott Hotel) was determined to be both an operating and capital lease. The lease contains a fixed base rental increase every year during the lease term. The long-term ground lease on the Hotel Palomar Los Angeles - Beverly Hills provides for base rent, adjusted for CPI increases every five years. This lease has 19 five-year renewal options and the table assumes the exercise of all 19 renewal options. The long-term ground lease on the Union Station Hotel, Autograph Collection provides for annual base rent equal to the greater of $0.1 million or annual real property taxes. The table above reflects only minimum base rent for all periods presented and does not include assumptions for CPI adjustments.

33


(5) 
Represents refundable initiation membership deposits from club members at our LaPlaya Beach Resort and LaPlaya Beach Club.
(6) 
Amounts represent purchase orders and contracts that have been executed for renovation projects at the properties. We are committed to these purchase orders and contracts and anticipate making similar arrangements in the future with the existing properties or any future properties that we may acquire.

Off-Balance Sheet Arrangements – Joint Venture Indebtedness

We have a 49% equity interest in the Manhattan Collection joint venture, which owns six properties in New York City that have mortgage debt secured by these properties. We exercise significant influence over, but do not control, the joint venture and therefore account for our investment in the joint venture using the equity method of accounting.

As of March 31, 2016, the joint venture had $460.0 million in first mortgage debt, consisting of a single $410.0 million loan secured by five of the properties (excluding Dumont NYC) owned by the joint venture, a $50.0 million loan secured by the Dumont NYC and a $50.0 million unsecured special loan. The $410.0 million loan bears interest at an annual fixed rate of 3.67% and requires interest-only payments through maturity on January 5, 2018. The $50.0 million secured loan bears interest at an annual fixed interest rate of 3.14% and requires interest-only payments through maturity on May 1, 2018. In 2012, we provided the joint venture a $50.0 million unsecured special loan which matures at the earlier of July 4, 2018, the closing of any refinancing of the secured loan or the closing date of a portfolio sale (as defined in the loan agreement). The unsecured special loan bears interest at an annual fixed rate of 9.75%, requires interest-only payments through maturity and is pre-payable by the joint venture at any time.

The joint venture was in compliance with all of its debt covenants as of March 31, 2016. At March 31, 2016, the five hotel properties securing the joint venture’s $410.0 million loan are in a cash trigger period, as defined in the loan agreement, because their aggregate net operating income on a trailing 12-month basis was below a minimum threshold.  As a result, the joint venture may not make distributions of cash generated by such hotel properties to its partners, including us, until the minimum net operating income from such hotel properties on a trailing 12-month basis exceeds the minimum threshold.
Inflation
We rely on the performance of the hotels to increase revenues to keep pace with inflation. Generally, our hotel operators possess the ability to adjust room rates daily, except for group or corporate rates contractually committed to in advance, although competitive pressures may limit the ability of our operators to raise rates faster than inflation or even at the same rate.
Seasonality
Demand in the lodging industry is affected by recurring seasonal patterns which are greatly influenced by overall economic cycles, geographic locations, weather and customer mix at the hotels. Generally, our hotels have lower revenue, operating income and cash flow in the first quarter of each year and higher revenue, operating income and cash flow in the third quarter of each year.
Derivative Instruments
In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments including interest rate swaps, caps and collars to manage or hedge interest rate risk. Derivative instruments are subject to fair value reporting at each reporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of March 31, 2016, we had interest rate swaps with an aggregate notional amount of $300.0 million to hedge the variable interest ra