FORM 10-Q |
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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) |
Large accelerated filer | ☑ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐(do not check if a smaller reporting company) | Smaller reporting company | ☐ | |
Emerging growth company | ☐ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Class | Outstanding at July 21, 2017 | |
Common shares of beneficial interest ($0.01 par value per share) | 68,953,346 |
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. |
Pebblebrook Hotel Trust Consolidated Balance Sheets (In thousands, except share data) | |||||||
June 30, 2017 | December 31, 2016 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Investment in hotel properties, net | $ | 2,478,043 | $ | 2,672,654 | |||
Ground lease asset, net | 29,332 | 29,627 | |||||
Cash and cash equivalents | 14,337 | 33,410 | |||||
Restricted cash | 6,705 | 7,419 | |||||
Hotel receivables (net of allowance for doubtful accounts of $540 and $494, respectively) | 34,821 | 27,687 | |||||
Prepaid expenses and other assets | 40,461 | 38,462 | |||||
Total assets | $ | 2,603,699 | $ | 2,809,259 | |||
LIABILITIES AND EQUITY | |||||||
Senior unsecured revolving credit facilities | $ | 43,000 | $ | 82,000 | |||
Term loans, net of unamortized deferred financing costs | 672,174 | 671,793 | |||||
Senior unsecured notes, net of unamortized deferred financing costs | 99,495 | 99,460 | |||||
Mortgage debt, net of unamortized loan premiums and deferred financing costs | 71,584 | 142,998 | |||||
Accounts payable and accrued expenses | 149,809 | 149,283 | |||||
Advance deposits | 19,750 | 19,110 | |||||
Accrued interest | 1,928 | 2,284 | |||||
Distribution payable | 31,508 | 33,215 | |||||
Total liabilities | 1,089,248 | 1,200,143 | |||||
Commitments and contingencies (Note 11) | |||||||
Shareholders’ equity: | |||||||
Preferred shares of beneficial interest, $.01 par value (liquidation preference $250,000 at June 30, 2017 and at December 31, 2016), 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2017 and December 31, 2016. | 100 | 100 | |||||
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 68,816,375 issued and outstanding at June 30, 2017 and 71,922,904 issued and outstanding at December 31, 2016 | 688 | 719 | |||||
Additional paid-in capital | 1,683,647 | 1,776,404 | |||||
Accumulated other comprehensive income (loss) | (1,501 | ) | (2,312 | ) | |||
Distributions in excess of retained earnings | (172,590 | ) | (169,227 | ) | |||
Total shareholders’ equity | 1,510,344 | 1,605,684 | |||||
Non-controlling interests | 4,107 | 3,432 | |||||
Total equity | 1,514,451 | 1,609,116 | |||||
Total liabilities and equity | $ | 2,603,699 | $ | 2,809,259 |
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per-share data) (Unaudited) | |||||||||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
Room | $ | 142,522 | $ | 148,450 | $ | 268,092 | $ | 279,854 | |||||||
Food and beverage | 48,387 | 49,673 | 92,019 | 100,369 | |||||||||||
Other operating | 14,808 | 14,149 | 27,784 | 28,294 | |||||||||||
Total revenues | 205,717 | 212,272 | 387,895 | 408,517 | |||||||||||
Expenses: | |||||||||||||||
Hotel operating expenses: | |||||||||||||||
Room | 34,640 | 34,094 | 67,623 | 66,319 | |||||||||||
Food and beverage | 32,202 | 32,532 | 61,490 | 66,569 | |||||||||||
Other direct and indirect | 54,281 | 55,679 | 106,449 | 111,327 | |||||||||||
Total hotel operating expenses | 121,123 | 122,305 | 235,562 | 244,215 | |||||||||||
Depreciation and amortization | 25,950 | 25,859 | 52,246 | 50,920 | |||||||||||
Real estate taxes, personal property taxes, property insurance, and ground rent | 12,038 | 12,428 | 25,750 | 24,893 | |||||||||||
General and administrative | 6,427 | 6,355 | 12,578 | 13,157 | |||||||||||
Impairment loss | — | — | 1,049 | — | |||||||||||
Total operating expenses | 165,538 | 166,947 | 327,185 | 333,185 | |||||||||||
Operating income (loss) | 40,179 | 45,325 | 60,710 | 75,332 | |||||||||||
Interest income | 96 | 620 | 96 | 1,245 | |||||||||||
Interest expense | (9,705 | ) | (11,432 | ) | (19,046 | ) | (22,233 | ) | |||||||
Other | (64 | ) | (101 | ) | — | (1,872 | ) | ||||||||
Gain on sale of hotel properties | 14,587 | 40,326 | 14,587 | 40,326 | |||||||||||
Equity in earnings (loss) of joint venture | — | 1,682 | — | (3,233 | ) | ||||||||||
Income (loss) before income taxes | 45,093 | 76,420 | 56,347 | 89,565 | |||||||||||
Income tax (expense) benefit | (1,423 | ) | (1,982 | ) | 1,412 | 1,510 | |||||||||
Net income (loss) | 43,670 | 74,438 | 57,759 | 91,075 | |||||||||||
Net income (loss) attributable to non-controlling interests | 158 | 248 | 213 | 306 | |||||||||||
Net income (loss) attributable to the Company | 43,512 | 74,190 | 57,546 | 90,769 | |||||||||||
Distributions to preferred shareholders | (4,024 | ) | (4,241 | ) | (8,047 | ) | (10,085 | ) | |||||||
Issuance costs of redeemed preferred shares | — | — | — | (4,169 | ) | ||||||||||
Net income (loss) attributable to common shareholders | $ | 39,488 | $ | 69,949 | $ | 49,499 | $ | 76,515 | |||||||
Net income (loss) per share available to common shareholders, basic | $ | 0.57 | $ | 0.97 | $ | 0.70 | $ | 1.06 | |||||||
Net income (loss) per share available to common shareholders, diluted | $ | 0.57 | $ | 0.96 | $ | 0.70 | $ | 1.05 | |||||||
Weighted-average number of common shares, basic | 69,168,788 | 71,922,904 | 70,383,149 | 71,879,859 | |||||||||||
Weighted-average number of common shares, diluted | 69,468,354 | 72,319,784 | 70,706,802 | 72,373,376 |
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (In thousands, except share per-share data) (Unaudited) | |||||||||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Comprehensive Income: | |||||||||||||||
Net income (loss) | $ | 43,670 | $ | 74,438 | $ | 57,759 | $ | 91,075 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Unrealized gain (loss) on derivative instruments | (1,293 | ) | (4,635 | ) | 811 | (16,119 | ) | ||||||||
Comprehensive income (loss) | 42,377 | 69,803 | 58,570 | 74,956 | |||||||||||
Comprehensive income (loss) attributable to non-controlling interests | 154 | 234 | 216 | 254 | |||||||||||
Comprehensive income (loss) attributable to the Company | $ | 42,223 | $ | 69,569 | $ | 58,354 | $ | 74,702 |
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, 2015 | 14,000,000 | $ | 140 | 71,735,129 | $ | 717 | $ | 1,868,047 | $ | (4,750 | ) | $ | (105,765 | ) | $ | 1,758,389 | $ | 2,445 | $ | 1,760,834 | ||||||||||||||||||
Issuance of shares, net of offering costs | 5,000,000 | 50 | — | — | 120,919 | — | — | 120,969 | — | 120,969 | ||||||||||||||||||||||||||||
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 | 3,346 | — | — | 3,349 | 552 | 3,901 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (55,346 | ) | (55,346 | ) | (179 | ) | (55,525 | ) | ||||||||||||||||||||||||
Distributions on preferred shares | — | — | — | — | — | — | (10,085 | ) | (10,085 | ) | (9 | ) | (10,094 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | (16,119 | ) | — | (16,119 | ) | — | (16,119 | ) | |||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 90,769 | 90,769 | 306 | 91,075 | ||||||||||||||||||||||||||||
Balance at June 30, 2016 | 13,400,000 | $ | 134 | 71,922,904 | $ | 719 | $ | 1,854,623 | $ | (20,869 | ) | $ | (84,596 | ) | $ | 1,750,011 | $ | 3,115 | $ | 1,753,126 | ||||||||||||||||||
Balance at December 31, 2016 | 10,000,000 | $ | 100 | 71,922,904 | $ | 719 | $ | 1,776,404 | $ | (2,312 | ) | $ | (169,227 | ) | $ | 1,605,684 | $ | 3,432 | $ | 1,609,116 | ||||||||||||||||||
Issuance of shares, net of offering costs | — | — | — | — | (62 | ) | — | — | (62 | ) | — | (62 | ) | |||||||||||||||||||||||||
Issuance of common shares for Board of Trustees compensation | — | — | 16,711 | 1 | 502 | — | — | 503 | — | 503 | ||||||||||||||||||||||||||||
Repurchase of common shares | — | — | (3,331,478 | ) | (33 | ) | (95,830 | ) | — | — | (95,863 | ) | — | (95,863 | ) | |||||||||||||||||||||||
Share-based compensation | — | — | 208,238 | 1 | 2,633 | — | — | 2,634 | 552 | 3,186 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (52,862 | ) | (52,862 | ) | (180 | ) | (53,042 | ) | ||||||||||||||||||||||||
Distributions on preferred shares | — | — | — | — | — | — | (8,047 | ) | (8,047 | ) | (16 | ) | (8,063 | ) | ||||||||||||||||||||||||
Net contribution from non-controlling interests | — | — | — | — | — | — | — | — | 106 | 106 | ||||||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | 811 | — | 811 | — | 811 | ||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 57,546 | 57,546 | 213 | 57,759 | ||||||||||||||||||||||||||||
Balance at June 30, 2017 | 10,000,000 | $ | 100 | 68,816,375 | $ | 688 | $ | 1,683,647 | $ | (1,501 | ) | $ | (172,590 | ) | $ | 1,510,344 | $ | 4,107 | $ | 1,514,451 |
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (In thousands) (Unaudited) | |||||||
For the six months ended June 30, | |||||||
2017 | 2016 | ||||||
Operating activities: | |||||||
Net income (loss) | $ | 57,759 | $ | 91,075 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 52,246 | 50,920 | |||||
Share-based compensation | 3,186 | 3,901 | |||||
(Gain) loss on derivative instruments | — | 1,872 | |||||
Amortization of deferred financing costs and mortgage loan premiums | 704 | 260 | |||||
Gain on sale of hotel properties | (14,587 | ) | (40,326 | ) | |||
Impairment loss | 1,049 | — | |||||
Non-cash ground rent | 1,467 | 1,277 | |||||
Equity in (earnings) loss from joint venture | — | 4,424 | |||||
Other | 1,438 | 1,263 | |||||
Changes in assets and liabilities: | |||||||
Restricted cash, net | 1,411 | 734 | |||||
Hotel receivables | (7,180 | ) | (4,944 | ) | |||
Prepaid expenses and other assets | (3,891 | ) | 2,676 | ||||
Accounts payable and accrued expenses | 671 | 1,987 | |||||
Advance deposits | 640 | 2,000 | |||||
Net cash provided by (used in) operating activities | 94,913 | 117,119 | |||||
Investing activities: | |||||||
Improvements and additions to hotel properties | (47,364 | ) | (60,117 | ) | |||
Deposit on hotel properties | — | 3,000 | |||||
Proceeds from sale of hotel properties | 203,189 | 107,565 | |||||
Purchase of corporate office equipment, software, and furniture | (10 | ) | (44 | ) | |||
Restricted cash, net | (697 | ) | 831 | ||||
Net cash provided by (used in) investing activities | 155,118 | 51,235 | |||||
Financing activities: | |||||||
Gross proceeds from issuance of preferred shares | — | 125,000 | |||||
Payment of offering costs — common and preferred shares | (62 | ) | (4,055 | ) | |||
Payment of deferred financing costs | (85 | ) | (950 | ) | |||
Contributions from non-controlling interest | 106 | — | |||||
Borrowings under senior revolving credit facilities | 194,922 | 254,000 | |||||
Repayments under senior revolving credit facilities | (233,922 | ) | (389,000 | ) | |||
Proceeds from term loans | — | 150,000 | |||||
Repayments of mortgage debt | (71,170 | ) | (88,939 | ) | |||
Repurchase of common shares | (95,862 | ) | (2,496 | ) | |||
Redemption of preferred shares | — | (140,000 | ) | ||||
Distributions — common shares/units | (54,747 | ) | (50,376 | ) | |||
Distributions — preferred shares | (8,047 | ) | (11,934 | ) | |||
Proceeds from membership deposits | 264 | 847 | |||||
Repayments of membership deposits | (501 | ) | (489 | ) |
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows - Continued (In thousands) (Unaudited) | |||||||
Net cash provided by (used in) financing activities | (269,104 | ) | (158,392 | ) | |||
Net change in cash and cash equivalents | (19,073 | ) | 9,962 | ||||
Cash and cash equivalents, beginning of year | 33,410 | 26,345 | |||||
Cash and cash equivalents, end of period | $ | 14,337 | $ | 36,307 |
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. |
June 30, 2017 | December 31, 2016 | ||||||
Land | $ | 448,401 | $ | 503,571 | |||
Buildings and improvements | 2,185,028 | 2,287,104 | |||||
Furniture, fixtures and equipment | 239,262 | 231,211 | |||||
Construction in progress | 10,627 | 9,253 | |||||
Investment in hotel properties | $ | 2,883,318 | $ | 3,031,139 | |||
Less: Accumulated depreciation | (405,275 | ) | (358,485 | ) | |||
Investment in hotel properties, net | $ | 2,478,043 | $ | 2,672,654 |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | June 30, 2017 | December 31, 2016 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2019 | $ | 43,000 | $ | 82,000 | |||||
PHL unsecured revolving credit facility | Floating (2) | May 2018 | — | — | |||||||
Total revolving credit facilities | $ | 43,000 | $ | 82,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2020 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 175,000 | 175,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (2,826 | ) | (3,207 | ) | |||||||
Total term loans | $ | 672,174 | $ | 671,793 | |||||||
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 | (505 | ) | (540 | ) | |||||||
Total senior unsecured notes | $ | 99,495 | $ | 99,460 | |||||||
Mortgage loans | |||||||||||
Sofitel Philadelphia | 3.90% | June 2017 | — | 44,320 | |||||||
Hotel Zelos San Francisco | 5.94% | September 2017 | — | 25,718 | |||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 71,720 | 72,852 | |||||||
Mortgage loans at stated value | 71,720 | 142,890 | |||||||||
Mortgage loan premiums and deferred financing costs (4) | (136 | ) | 108 | ||||||||
Total mortgage loans | $ | 71,584 | $ | 142,998 | |||||||
Total debt | $ | 886,253 | $ | 996,251 |
Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | |||||
$ | 0.38 | March 31, 2017 | March 31, 2017 | April 17, 2017 | ||||
$ | 0.38 | June 30, 2017 | June 30, 2017 | July 17, 2017 |
Security Type | Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | ||||||
6.50% Series C | $ | 0.41 | March 31, 2017 | March 31, 2017 | April 17, 2017 | |||||
6.50% Series C | $ | 0.41 | June 30, 2017 | June 30, 2017 | July 17, 2017 | |||||
6.375% Series D | $ | 0.40 | March 31, 2017 | March 31, 2017 | April 17, 2017 | |||||
6.375% Series D | $ | 0.40 | June 30, 2017 | June 30, 2017 | July 17, 2017 |
Shares | Weighted-Average Grant Date Fair Value | |||||
Unvested at December 31, 2016 | 135,891 | $ | 30.82 | |||
Granted | 58,839 | $ | 29.64 | |||
Vested | (57,559 | ) | $ | 31.50 | ||
Forfeited | (200 | ) | $ | 26.97 | ||
Unvested at June 30, 2017 | 136,971 | $ | 30.03 |
Performance Award Grant Date | Percentage of Total Award | Grant Date Fair Value by Component ($ in millions) | Volatility | Interest Rate | Dividend Yield | ||||||
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% | ||||||
February 15, 2017 | |||||||||||
Relative and Absolute Total Shareholder Return | 65.00% / 35.00% | $2.7 | 28.00% | 1.27% | 5.60% |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Numerator: | |||||||||||||||
Net income (loss) attributable to common shareholders | $ | 39,488 | $ | 69,949 | $ | 49,499 | $ | 76,515 | |||||||
Less: dividends paid on unvested share-based compensation | (104 | ) | (120 | ) | (207 | ) | (241 | ) | |||||||
Undistributed earnings attributable to share-based compensation | (52 | ) | (185 | ) | — | (92 | ) | ||||||||
Net income (loss) available to common shareholders | $ | 39,332 | $ | 69,644 | $ | 49,292 | $ | 76,182 | |||||||
Denominator: | |||||||||||||||
Weighted-average number of common shares — basic | 69,168,788 | 71,922,904 | 70,383,149 | 71,879,859 | |||||||||||
Effect of dilutive share-based compensation | 299,566 | 396,880 | 323,653 | 493,517 | |||||||||||
Weighted-average number of common shares — diluted | 69,468,354 | 72,319,784 | 70,706,802 | 72,373,376 | |||||||||||
Net income (loss) per share available to common shareholders — basic | $ | 0.57 | $ | 0.97 | $ | 0.70 | $ | 1.06 | |||||||
Net income (loss) per share available to common shareholders — diluted | $ | 0.57 | $ | 0.96 | $ | 0.70 | $ | 1.05 |
For the six months ended June 30, | |||||||
2017 | 2016 | ||||||
(in thousands) | |||||||
Interest paid, net of capitalized interest | $ | 17,871 | $ | 21,671 | |||
Interest capitalized | $ | — | $ | 492 | |||
Income taxes paid | $ | 540 | $ | 357 | |||
Non-Cash Investing and Financing Activities: | |||||||
Distributions payable on common shares/units | $ | 28,066 | $ | 29,467 | |||
Distributions payable on preferred shares | $ | 3,442 | $ | 3,701 | |||
Issuance of common shares for Board of Trustees compensation | $ | 503 | $ | 606 | |||
Accrued additions and improvements to hotel properties | $ | 514 | $ | 2,988 | |||
Write-off of deferred financing costs | $ | 776 | $ | 550 |
• | risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., 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 a 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, 2016. |
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Same-Property Occupancy | 86.9 | % | 87.6 | % | 83.8 | % | 85.5 | % | ||||||||
Same-Property ADR | $ | 251.08 | $ | 255.37 | $ | 245.39 | $ | 246.86 | ||||||||
Same-Property RevPAR | $ | 218.19 | $ | 223.63 | $ | 205.59 | $ | 211.07 |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income (loss) | $ | 43,670 | $ | 74,438 | $ | 57,759 | $ | 91,075 | |||||||
Adjustments: | |||||||||||||||
Depreciation and amortization | 25,892 | 25,800 | 52,129 | 50,802 | |||||||||||
Depreciation and amortization from joint venture | — | 2,224 | — | 4,467 | |||||||||||
(Gain) loss on sale of hotel properties | (14,587 | ) | (40,326 | ) | (14,587 | ) | (40,326 | ) | |||||||
Impairment loss | — | — | 1,049 | — | |||||||||||
FFO | $ | 54,975 | $ | 62,136 | $ | 96,350 | $ | 106,018 | |||||||
Distribution to preferred shareholders | (4,024 | ) | (4,241 | ) | (8,047 | ) | (10,085 | ) | |||||||
Issuance costs of redeemed preferred shares | — | — | — | (4,169 | ) | ||||||||||
FFO available to common share and unit holders | $ | 50,951 | $ | 57,895 | $ | 88,303 | $ | 91,764 |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income (loss) | $ | 43,670 | $ | 74,438 | $ | 57,759 | $ | 91,075 | |||||||
Adjustments: | |||||||||||||||
Interest expense | 9,705 | 11,432 | 19,046 | 22,233 | |||||||||||
Interest expense from joint venture | — | 2,280 | — | 4,558 | |||||||||||
Income tax expense (benefit) | 1,423 | 1,982 | (1,412 | ) | (1,510 | ) | |||||||||
Depreciation and amortization | 25,950 | 25,859 | 52,246 | 50,920 | |||||||||||
Depreciation and amortization from joint venture | — | 2,224 | — | 4,467 | |||||||||||
EBITDA | $ | 80,748 | $ | 118,215 | $ | 127,639 | $ | 171,743 |
Property | Location | Acquisition/Disposition Date | Non-comparable property for the three months ended June 30, 2017 and 2016 | Non-comparable property for the six months ended June 30, 2017 and 2016 | ||||
Viceroy Miami | Miami, FL | June 1, 2016 | X | X | ||||
The Redbury Hollywood | Hollywood, CA | June 1, 2016 | X | X | ||||
Dumont NYC | (1) | New York, NY | October 19, 2016 | X | X | |||
DoubleTree by Hilton Hotel Bethesda -Washington DC | Bethesda, MD | November 2, 2016 | X | X |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | June 30, 2017 | December 31, 2016 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2019 | $ | 43,000 | $ | 82,000 | |||||
PHL unsecured revolving credit facility | Floating(2) | May 2018 | — | — | |||||||
Total revolving credit facilities | $ | 43,000 | $ | 82,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2020 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 175,000 | 175,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (2,826 | ) | (3,207 | ) | |||||||
Total term loans | $ | 672,174 | $ | 671,793 | |||||||
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 | (505 | ) | (540 | ) | |||||||
Total senior unsecured notes | $ | 99,495 | $ | 99,460 | |||||||
Mortgage loans | |||||||||||
Sofitel Philadelphia | 3.90% | June 2017 | — | 44,320 | |||||||
Hotel Zelos San Francisco | 5.94% | September 2017 | — | 25,718 | |||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 71,720 | 72,852 | |||||||
Mortgage loans at stated value | 71,720 | 142,890 | |||||||||
Mortgage loan premiums and deferred financing costs (4) | (136 | ) | 108 | ||||||||
Total mortgage loans | $ | 71,584 | $ | 142,998 | |||||||
Total debt | $ | 886,253 | $ | 996,251 |
Payments due by period | |||||||||||||||||||
Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | |||||||||||||||
Mortgage loans (1) | $ | 78,375 | $ | 4,966 | $ | 73,409 | $ | — | $ | — | |||||||||
Term loans (2) | 751,273 | 22,103 | 340,322 | 388,848 | — | ||||||||||||||
Unsecured notes (1) | 135,605 | 4,859 | 9,730 | 9,717 | 111,299 | ||||||||||||||
Borrowings under credit facilities (3) | 44,706 | 1,104 | 43,602 | — | — | ||||||||||||||
Hotel and ground leases (4) | 758,153 | 7,259 | 14,725 | 14,872 | 721,297 | ||||||||||||||
Capital lease obligation | 36,543 | 216 | 625 | 698 | 35,004 | ||||||||||||||
Membership initiation deposits (5) | 31,897 | 338 | — | — | 31,559 | ||||||||||||||
Purchase commitments (6) | 5,809 | 5,809 | — | — | — | ||||||||||||||
Corporate office lease | 3,375 | 383 | 798 | 842 | 1,352 | ||||||||||||||
Total | $ | 1,845,736 | $ | 47,037 | $ | 483,211 | $ | 414,977 | $ | 900,511 |
(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 the term loans. At June 30, 2017 and December 31, 2016, we had interest rate swaps on the full amounts outstanding, except for $75.0 million on the Second Term Loan. Interest expense on the $75.0 million that is subject to floating interest rates is calculated based on the interest rate as of June 30, 2017. |
(3) | Amounts include principal and interest under the two revolving credit facilities. Interest expense is calculated based on the weighted-average interest rate for all outstanding credit facility borrowings as of June 30, 2017. 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 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 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 Nashville, 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. |
(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. |
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||||||||
April 1, 2017 - April 30, 2017 | 524,550 | $ | 28.85 | 524,550 | — | |||||||||
May 1, 2017 - May 31, 2017 | 485,938 | $ | 30.60 | 485,938 | — | |||||||||
June 1, 2017 - June 30, 2017 | 110,300 | $ | 30.75 | 110,300 | — | |||||||||
Total | 1,120,788 | $ | 29.80 | 1,120,788 | $ | 56,700,000 |
Exhibit Number | Description of Exhibit | |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS XBRL | Instance Document (1) | |
101.SCH XBRL | Taxonomy Extension Schema Document (1) | |
101.CAL XBRL | Taxonomy Extension Calculation Linkbase Document (1) | |
101.LAB XBRL | Taxonomy Extension Label Linkbase Document (1) | |
101.DEF XBRL | Taxonomy Extension Definition Linkbase Document (1) | |
101.PRE XBRL | Taxonomy Extension Presentation Linkbase Document (1) |
† | Filed herewith. |
†† | Furnished herewith. |
(1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
PEBBLEBROOK HOTEL TRUST | |||
Date: | July 27, 2017 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer |
Exhibit Number | Description of Exhibit | |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS XBRL | Instance Document (1) | |
101.SCH XBRL | Taxonomy Extension Schema Document (1) | |
101.CAL XBRL | Taxonomy Extension Calculation Linkbase Document (1) | |
101.LAB XBRL | Taxonomy Extension Label Linkbase Document (1) | |
101.DEF XBRL | Taxonomy Extension Definition Linkbase Document (1) | |
101.PRE XBRL | Taxonomy Extension Presentation Linkbase Document (1) |
† | Filed herewith. |
†† | Furnished herewith. |
(1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
1. | I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | July 27, 2017 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer (principal executive officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Pebblebrook Hotel Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | July 27, 2017 | /s/ RAYMOND D. MARTZ | |
Raymond D. Martz | |||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | July 27, 2017 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer (principal executive officer) |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | July 27, 2017 | /s/ RAYMOND D. MARTZ | |
Raymond D. Martz | |||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Jul. 21, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Pebblebrook Hotel Trust | |
Entity Central Index Key | 0001474098 | |
Current fiscal year end date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 68,953,346 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 540 | $ 494 |
Preferred shares of beneficial interest, liquidation preference value | $ 250,000 | $ 250,000 |
Preferred shares of beneficial interest, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, shares authorized | 100,000,000 | 100,000,000 |
Preferred shares of beneficial interest, shares issued | 10,000,000 | 10,000,000 |
Preferred shares of beneficial interest, shares outstanding | 10,000,000 | 10,000,000 |
Common shares of beneficial interest, par value (usd per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized | 500,000,000 | 500,000,000 |
Common shares of beneficial interest, shares issued | 68,816,375 | 71,922,904 |
Common shares of beneficial interest, shares outstanding | 68,816,375 | 71,922,904 |
Organization |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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 June 30, 2017, the Company owned 28 hotels with a total of 6,970 guest rooms. The hotels are located in the following markets: Atlanta (Buckhead), Georgia; Boston, Massachusetts; Miami (Coral Gables), Florida; Minneapolis, Minnesota; Naples, Florida; Nashville, Tennessee; 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 June 30, 2017, 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. |
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | 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, 2016. 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. 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 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:
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 and are included in general and administrative expenses on the statement of operations. 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. Assets 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 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 Financial Accounting Standards Board (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 finalizing its evaluation of each of its revenue streams under the new model and because of the short-term, day-to-day nature of the Company’s hotel revenues, the pattern of revenue recognition is not expected to change significantly. Additionally, the Company has historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, and therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. The Company does not expect adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. 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 similarly to existing guidance for operating leases today. The Company is the lessee on ground leases and an office lease and expects to record right of use assets and lease liabilities for these leases under the new standard. 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 August 2016, the FASB issued ASU-2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payment, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This guidance is effective for the Company for years beginning after December 15, 2017 but earlier adoption is permitted. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires companies to show the changes in the total of cash, cash equivalents, restricted cash equivalents in the statement of cash flows. This guidance is effective for the Company for years beginning after December 15, 2017, including interim periods within those years and should be applied retroactively. Early adoption is permitted. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The changes to the definition of a business will likely result in most of the Company's property acquisitions qualifying as asset acquisitions, which will permit capitalization of acquisition costs. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award, and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. This standard is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material impact on our financial position or results of operations. |
Acquisition and Disposition of Hotel Properties |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition and Disposition of Hotel Properties | Acquisition and Disposition of Hotel Properties Dispositions The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on our operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations for all periods presented. On June 20, 2017, the Company sold the Dumont NYC for $118.0 million and recognized an immaterial gain on sale. In March 2017, the Company recognized an impairment loss of $1.0 million related to this hotel property when the property was designated as held for sale. The impairment loss was determined using level 2 inputs (third-party offer price less estimated costs to sell) under authoritative guidance for fair value measurements. Proceeds from the sale were used to repay amounts outstanding on the Company's revolving credit facility and general corporate purposes. On June 23, 2017, the Company sold the parking garage at the Revere Hotel Boston Common for $95.0 million. The Company recognized a gain of $13.9 million related to the sale of this parking garage. Proceeds from the sale were used to repay amounts outstanding on the Company's revolving credit facility and general corporate purposes. For the three and six months ended June 30, 2017, the Company's consolidated statements of operations included operating income of $2.8 million and $4.2 million, respectively, related to the Dumont NYC and the parking garage at the Revere Hotel Boston Common. For the three and six months ended June 30, 2016, the Company's consolidated statements of operations included operating income of $1.5 million and $2.8 million, respectively, related to the parking garage at the Revere Hotel Boston Common. The sales of the hotel property and parking garage described above did not represent a strategic shift that had a major effect in the Company’s operations and financial results, and therefore, did not qualify as discontinued operations. |
Investment in Hotel Properties |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties as of June 30, 2017 and December 31, 2016 consisted of the following (in thousands):
|
Investment in Joint Venture |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Investment in Joint Venture On July 29, 2011, the Company acquired a 49% interest in a joint venture (the “Manhattan Collection joint venture”), which owned six properties in New York, New York. The Company accounted for this investment using the equity method. On October 19, 2016, the Company liquidated its interest in the joint venture and became the 100.0% owner of two hotels, the Manhattan NYC and Dumont NYC, which were previously owned by the joint venture. For the three and six months ended June 30, 2016, the Company had $1.7 million and $(3.2) million, respectively, in equity in earnings (loss) from the joint venture. |
Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Debt Senior Unsecured Revolving Credit Facilities 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 that governs the revolving credit facility and the term loan facility 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 June 30, 2017 and December 31, 2016, the Company had $43.0 million and $82.0 million, respectively, in outstanding borrowings under the revolving credit facility. As of June 30, 2017, the Company had $407.0 million borrowing capacity remaining under the revolving credit facility. As of June 30, 2017, the Company was in compliance with the credit agreement debt covenants. For the three and six months ended June 30, 2017, the Company incurred unused commitment fees of $0.1 million and $0.4 million, respectively. For the three and six months ended June 30, 2016, the Company incurred unused commitment fees of $0.2 million and $0.4 million, respectively. On May 17, 2017, PHL entered into a $10.0 million unsecured revolving credit facility ("PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. The PHL Credit Facility matures in May 2018. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.55% to 2.30%, depending on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's amended and restated credit agreement. Additionally, PHL is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the PHL Credit Facility. As of June 30, 2017 and December 31, 2016, PHL had no borrowings under its revolving credit facility. As of June 30, 2017, the Company had $10.0 million borrowing capacity remaining under the PHL Credit Facility. Unsecured Term Loan Facilities As of June 30, 2017, 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 June 30, 2017, 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. 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 June 30, 2017, 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 June 30, 2017 and December 31, 2016, the Company had $675.0 million and $675.0 million, respectively, in aggregate 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 June 30, 2017, the Company was in compliance with all debt covenants of its term loan facilities. 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. The Series A Notes and the Series B Notes are subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility and the term loan facility. As of June 30, 2017, the Company was in compliance with all such debt covenants. 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 June 30, 2017, 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 June 30, 2017. 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 June 30, 2017. 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 June 30, 2017. 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 June 30, 2017, the Company's derivative instruments were in both asset and liability positions, with aggregate asset and liability fair values of $1.3 million and $2.5 million, respectively, in the accompanying consolidated balance sheets. For the three and six months ended June 30, 2017, there was $(1.3) million and $0.8 million in unrealized gain (loss), respectively, recorded in accumulated other comprehensive income. For the three and six months ended June 30, 2016, there was $(4.6) million and $(16.1) million unrealized gain (loss), respectively, recorded in accumulated other comprehensive income. For the three and six months ended June 30, 2017, the Company recorded a gain (loss) of $(0.1) million and zero, respectively, for the ineffective portion of the change in fair values of the interest rate swaps. For the three and six months ended June 30, 2016, the Company recorded a gain (loss) of $(0.1) million and $(1.9) million, respectively, for the ineffective portion of the change in fair values of the interest rate swaps. For the three and six months ended June 30, 2017, the Company reclassified $0.7 million and $1.8 million, respectively, from accumulated other comprehensive income (loss) to interest expense. For the three and six months ended June 30, 2016, the Company reclassified $1.6 million and $3.2 million, respectively, from accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $2.5 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months. 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 March 1, 2017, the Company repaid the $44.1 million mortgage loan on the Sofitel Philadelphia, without penalty, using proceeds from the senior unsecured revolving credit facility. On June 1, 2017 , the Company repaid the $25.5 million mortgage loan on the Hotel Zelos San Francisco, without penalty, using proceeds from the senior unsecured revolving credit facility. Debt Summary Debt as of June 30, 2017 and December 31, 2016 consisted of the following (dollars in thousands):
________________________ (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 applicable credit agreement) plus an applicable margin. The Company has two six-month extension options. (2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (3) 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 June 30, 2017 and December 31, 2016, 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. (4) Loan premium on assumed mortgage loan recorded in purchase accounting for the Hotel Zelos San Francisco. 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 (unsecured senior notes and mortgage loans) as of June 30, 2017 and December 31, 2016 was $170.8 million and $242.9 million, respectively. The Company was in compliance with all debt covenants as of June 30, 2017. |
Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | 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 1, 2017, $159.8 million in common shares remained available for issuance under the $175.0 million ATM program, and as of that date the Company terminated the program. On February 22, 2016, the Company 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 June 30, 2017, the Company repurchased 3,242,020 common shares for an aggregate purchase price of $93.3 million, or an average of approximately $28.77 per share, under this program. Upon repurchase by the Company, these common shares ceased to be outstanding and became authorized but unissued common shares. As of June 30, 2017, $56.7 million of common shares remained available for repurchase under this program. Common Dividends The Company declared the following dividends on common shares/units for the six months ended June 30, 2017:
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”). As of June 30, 2017 and December 31, 2016 , the Company had 5,000,000 of its 6.50% Series C Cumulative Redeemable Preferred Shares ("Series C Preferred Shares") and 5,000,000 of its 6.375% Series D Cumulative Redeemable Preferred Shares ("Series D Preferred Shares") outstanding. The Series C Preferred Shares and Series D Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares 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 C Preferred Shares or Series D Preferred Shares prior to March 18, 2018 and June 9, 2021, 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 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 C Preferred Share is 2.0325 common shares and each Series D Preferred Share is 1.9794 common shares. Preferred Dividends The Company declared the following dividends on preferred shares for the six months ended June 30, 2017:
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 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 June 30, 2017 and December 31, 2016, the Operating Partnership had 236,351 long-term incentive partnership units (“LTIP units”) outstanding. Of the 236,351 LTIP units outstanding at June 30, 2017, 100,222 LTIP 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. |
Share-Based Compensation Plan |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Plan | 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 June 30, 2017, there were 1,283,293 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 common 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 June 30, 2017:
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 and six months ended June 30, 2017, the Company recognized approximately $0.5 million and $0.9 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statements of operations. For the three and six months ended June 30, 2016, the Company recognized approximately $0.4 million and $0.9 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statement of operations. As of June 30, 2017, there was $3.2 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 2.0 years. Performance-Based Equity Awards 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. In January 2017, one-fifth of these awards vested and the Company issued 12,285 of common shares which represented achieving 25% of the 49,914 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. In January 2017, these awards vested and the Company issued 112,782 and 25,619 common shares to officers and non-executive management employees, respectively. The actual number of common shares that ultimately vested was 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. These awards vest 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. On February 15, 2017, the Board of Trustees approved a target award of 81,939 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2020. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined in 2020 based on two performance criteria as defined in the award agreements for the period of performance from January 1, 2017 through December 31, 2019. The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions:
(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-line basis through the vesting date. As of June 30, 2017, there was approximately $8.4 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 1.8 years. For the three and six months ended June 30, 2017, the Company recognized $1.3 million and $1.7 million, respectively, in expense related to these awards. For the three and six months ended June 30, 2016, the Company recognized $1.3 million and $2.5 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 June 30, 2017, the Operating Partnership had two classes of LTIP units, LTIP Class A and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company. The Company granted 929,099 LTIP Class A units to executive officers of the Company at and shortly after the completion of its 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 June 30, 2017, the Company had 236,351 LTIP units outstanding. All unvested LTIP units will vest upon a change in control. As of June 30, 2017, of the 236,351 units outstanding, 100,222 LTIP units have vested. For the three and six months ended June 30, 2017, the Company recognized $0.3 million and $0.6 million, respectively, in expense related to these units. For the three and six months ended June 30, 2016, the Company recognized $0.3 million and $0.6 million, respectively, in expense related to these units. As of June 30, 2017, there was $2.7 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 1.3 years. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s consolidated balance sheets. |
Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 June 30, 2017 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 June 30, 2017 and December 31, 2016, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2013 and 2012, respectively. |
Earnings Per Share |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings Per Share The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):
For the three and six months ended June 30, 2017, 17,758 and 18,394 , respectively, of 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 117,201 and 117,201 unvested shares and awards excluded from diluted weighted-average common shares for the three and six months ended June 30, 2016, respectively, as their effect would have been anti-dilutive. 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. |
Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 21 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. Combined base and incentive management fees were $6.1 million and $11.5 million for the three and six months ended June 30, 2017, respectively, and $6.1 million and $11.7 million for the three and six months ended June 30, 2016, 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 June 30, 2017 and December 31, 2016, the Company had $6.7 million and $7.4 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, 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 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 the greater of a fixed rent or percentage rent. The fixed rent increases annually by at least 2% and at most the lesser of (i) the increase in the consumer price index ("CPI") and (ii) 4%. Percentage rent is based on gross hotel and gross food and beverage revenues in excess of certain thresholds (adjusted for CPI increases), as defined in the lease agreement. The Hotel Zephyr Fisherman's Wharf is subject to both a long-term primary ground lease and a secondary sublease. Through 2016, the primary ground lease required the hotel to make annual base rental payments of $0.1 million and percentage rental payments based on 5% of room 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 room revenues and 7.5% of total retail and parking revenues. The primary ground lease expires in 2062. The secondary sublease required 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 expired in April 2016 at which time the hotel became subject to only 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 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 CPI increases at each five-year extension. The Union Station Hotel Nashville, 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 the Hotel Zelos 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 $3.4 million and $6.6 million for the three and six months ended June 30, 2017, respectively, and $3.0 million and $5.9 million for the three and six months ended June 30, 2016, 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 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. |
Supplemental Information to Statements of Cash Flows |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Information to Statements of Cash Flows | Supplemental Information to Statements of Cash Flows
|
Subsequent Events |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to$100.0 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. This $100.0 million share repurchase program will commence upon the completion of the Company's $150.0 million share repurchase program, under which approximately $56.7 million of common shares remains available for repurchase as of July 27, 2017. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | 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, 2016. 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. |
||||||||||||
Use of Estimates | 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 | Fair Value Measurements 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:
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 | 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 and are included in general and administrative expenses on the statement of operations. 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. Assets 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 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 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 | 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 | 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 | 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 | Recent Accounting Standards In May 2014, the Financial Accounting Standards Board (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 finalizing its evaluation of each of its revenue streams under the new model and because of the short-term, day-to-day nature of the Company’s hotel revenues, the pattern of revenue recognition is not expected to change significantly. Additionally, the Company has historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, and therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. The Company does not expect adoption of this standard will have a material impact on its consolidated financial statements and related disclosures. 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 similarly to existing guidance for operating leases today. The Company is the lessee on ground leases and an office lease and expects to record right of use assets and lease liabilities for these leases under the new standard. 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 August 2016, the FASB issued ASU-2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payment, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This guidance is effective for the Company for years beginning after December 15, 2017 but earlier adoption is permitted. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which clarifies how companies should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires companies to show the changes in the total of cash, cash equivalents, restricted cash equivalents in the statement of cash flows. This guidance is effective for the Company for years beginning after December 15, 2017, including interim periods within those years and should be applied retroactively. Early adoption is permitted. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU clarifies the definition of a business with the objective of adding guidance to assist companies with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The changes to the definition of a business will likely result in most of the Company's property acquisitions qualifying as asset acquisitions, which will permit capitalization of acquisition costs. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the effect that the adoption of this ASU will have on its financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity will account for the effects of a modification unless the fair value of the modified award is the same as the original award, the vesting conditions of the modified award are the same as the original award, and the classification of the modified award as an equity instrument or liability instrument is the same as the original award. This standard is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material impact on our financial position or results of operations. |
Investment in Hotel Properties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Investment in hotel properties | Investment in hotel properties as of June 30, 2017 and December 31, 2016 consisted of the following (in thousands):
|
Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Debt | Debt as of June 30, 2017 and December 31, 2016 consisted of the following (dollars in thousands):
________________________ (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 applicable credit agreement) plus an applicable margin. The Company has two six-month extension options. (2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (3) 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 June 30, 2017 and December 31, 2016, 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. (4) Loan premium on assumed mortgage loan recorded in purchase accounting for the Hotel Zelos San Francisco. |
Equity (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common shares/units | The Company declared the following dividends on common shares/units for the six months ended June 30, 2017:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on preferred shares | The Company declared the following dividends on preferred shares for the six months ended June 30, 2017:
|
Share-Based Compensation Plan (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of service condition restricted share activity | The following table provides a summary of service condition restricted share activity as of June 30, 2017:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based Equity Awards Methodology and Assumptions | The grant date fair value of the performance awards, with market conditions, were determined using a Monte Carlo simulation method with the following assumptions:
(1)Amounts round to zero. |
Earnings Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of basic and diluted earnings per common share | The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data):
|
Supplemental Information to Statements of Cash Flows (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Supplemental Information to Statements of Cash Flows |
|
Organization (Details) |
Jun. 30, 2017
properties
GuestRooms
|
---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of hotels owned by the company | properties | 28 |
Total number of guest rooms | GuestRooms | 6,970 |
Percentage of Operating Partnership units owned by company | 99.70% |
Percentage of Operating Partnership units owned by other limited partners | 0.30% |
Acquisition and Disposition of Hotel Properties (Details Textual) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 23, 2017 |
Jun. 20, 2017 |
|
Real Estate Properties [Line Items] | ||||||
Impairment loss | $ 0 | $ 0 | $ 1,049 | $ 0 | ||
Gain on sale of hotel properties | 14,587 | 40,326 | 14,587 | 40,326 | ||
Operating income from disposed properties | $ 2,800 | $ 1,500 | 4,200 | $ 2,800 | ||
Dumont NYC [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Consideration received for asset sold | $ 118,000 | |||||
Impairment loss | 1,000 | |||||
Parking garage at Revere Boston Hotel [Member] | ||||||
Real Estate Properties [Line Items] | ||||||
Consideration received for asset sold | $ 95,000 | |||||
Gain on sale of hotel properties | $ 13,900 |
Investment in Hotel Properties (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Investment in hotel properties | ||
Land | $ 448,401 | $ 503,571 |
Buildings and improvements | 2,185,028 | 2,287,104 |
Furniture, fixtures and equipment | 239,262 | 231,211 |
Construction in progress | 10,627 | 9,253 |
Investment in hotel properties | 2,883,318 | 3,031,139 |
Less: Accumulated depreciation | (405,275) | (358,485) |
Investment in hotel properties, net | $ 2,478,043 | $ 2,672,654 |
Investment in Joint Venture (Details Textual) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2017
USD ($)
properties
|
Jun. 30, 2016
USD ($)
|
Jun. 30, 2017
USD ($)
properties
|
Jun. 30, 2016
USD ($)
|
Oct. 19, 2016
properties
|
Jul. 29, 2011
properties
|
|
Investment in Joint Venture (Textual) [Abstract] | ||||||
Number of properties owned | 28 | 28 | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.70% | 99.70% | ||||
Equity in earnings (loss) of joint venture | $ | $ 0 | $ 1,682 | $ 0 | $ (3,233) | ||
Manhattan Collection Joint Venture [Member] | ||||||
Investment in Joint Venture (Textual) [Abstract] | ||||||
Equity interest issued in a joint venture | 49.00% | |||||
Number of properties owned | 6 | |||||
Equity in earnings (loss) of joint venture | $ | $ 1,682 | $ (3,233) | ||||
Manhattan NYC & Dumont NYC [Member] [Member] | ||||||
Investment in Joint Venture (Textual) [Abstract] | ||||||
Number of properties owned | 2 | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% |
Equity (Details) - Common Shares [Member] - $ / shares |
3 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Mar. 31, 2017 |
|
Dividends on common shares/units | ||
Dividend per Share/Unit (usd per share) | $ 0.38 | $ 0.38 |
Record Date | Jun. 30, 2017 | Mar. 31, 2017 |
Payable Date | Jul. 17, 2017 | Apr. 17, 2017 |
Equity (Details 1) - $ / shares |
3 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Mar. 31, 2017 |
|
6.50% Series C [Member] | ||
Dividends on preferred shares/units | ||
Dividend per Share (usd per share) | $ 0.41 | $ 0.41 |
Record Date | Jun. 30, 2017 | Mar. 31, 2017 |
Payable Date | Jul. 17, 2017 | Apr. 17, 2017 |
6.375% Series D [Member] | ||
Dividends on preferred shares/units | ||
Dividend per Share (usd per share) | $ 0.40 | $ 0.40 |
Record Date | Jun. 30, 2017 | Mar. 31, 2017 |
Payable Date | Jul. 17, 2017 | Apr. 17, 2017 |
Income Taxes (Details Textual) |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
PHL [Member] | |
Income Taxes [Line Items] | |
Estimated Effective Tax Rate Combined Federal And State | 38.00% |
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
|
Non Cash Investing and Financing Information [Line Items] | |||
Interest paid, net of capitalized interest | $ 17,871 | $ 21,671 | |
Interest capitalized | 0 | 492 | |
Income taxes paid | 540 | 357 | |
Distributions payable on shares/units | 31,508 | $ 33,215 | |
Issuance of common shares for Board of Trustees compensation | 503 | 606 | |
Accrued additions and improvements to hotel properties | 514 | 2,988 | |
Write-off of deferred financing costs | 776 | 550 | |
Common Shares [Member] | |||
Non Cash Investing and Financing Information [Line Items] | |||
Distributions payable on shares/units | 28,066 | 29,467 | |
Preferred Shares [Member] | |||
Non Cash Investing and Financing Information [Line Items] | |||
Distributions payable on shares/units | $ 3,442 | $ 3,701 |
Subsequent Events (Details) - Share Repurchase Program [Member] - USD ($) |
Jul. 27, 2017 |
Jun. 30, 2017 |
Feb. 22, 2016 |
---|---|---|---|
Subsequent Event [Line Items] | |||
Share repurchase program, authorized amount | $ 150,000,000 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 56,700,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Share repurchase program, authorized amount | $ 100,000,000 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 56,700,000 |
),0B478QZ#\:4NZ"8( @F5#PP OU"84N8[-
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M!'6,5)BDD6S'ZO(:@>)1U^NG,JMKQ)< !P&<3P+FDP#YW%B0$2@P&G["QJ#
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M&;#2)&V!*"1I2T76DJRE(A-S22M"7$A#.BS)F6!JL1B>^0(6R2 0N74(-2*=>=-N-B*WOR^>B>V=P&12@#DK)F, E1SQ0 Z.DV8
MO;K![!FPJI$TZ46#=D@&TV< ?9H!V# OB!!]S )L,'T&T*>E/UHJ8G/58/@,
M@$^3Z:,BOA_,G@'L:3)[]-T--W>8/ ->W6A_VP)%W/L[C)Y%Z#%5SV+T[ /H
M68R>!>AIO\Y $=)L\"\C0S_19#9?5P(BR&RH*M(B$"B0R30Y9Y.8O(\XE
M(L,4"8O)LX@\GXA>=$L$4S4MYLXB[GPBD(A[V6PQ>19 99AG@0A#%87#B8@P
M5!'8;Q(BD(B,-K@YG\I 2V\[$CU].*_A^3"2T%68S3J3Z#L=23C/,EO1C5S;X2)B0QJ0 J2]
M=>+HY)D,0Z_H?D!N!TT!G^UV!HT9>72$(B]+)N!PE/IR]NS[-9 (=Z- M?YK
MB\CPP+1O)\D[>?;IU9LKH)@L>. XI+VBIBS.8!AX02) ;S8=QS0F!H6BXT"H
M[B)]!@B8(4/,\V(CB)+2:$)*4%J^SYF\E.1IBW> E&@K *@"/,X6&=!/I*AD
MM31CNL06MNP]"HMM]%
M>.+=D6-ORN",K8AWF+Q#[[7@^T/&KD%HQIPF#%]A=@N"H?H2@F^%./'_Z'R;
MOM_,'S9V/_:& ^82G*#(]3B!UL,!;4/QSL\VVG,
M)L.;?OY!;/G&Q1]02P,$% @ S8#[2ARU[['% 0 -P0 !D !X;"]W
M;W)K(3V45.
M3/&)G+DU1>@.I,[*(8D$F;M9&Q@(7'%0S7LDU*YA<"P2P56& ,*"FE3!R@N%
M!&)+Q&_B=$JX;A%;N!B8RD5L09)+11$T$UD@0S#0(5#2:4=*K"DI \X%*/H\@0+>C$25#H4
M5-JA@G%(!9%#B7%52H2'+ Z(I$]0)1TJ0D9& 2)38ZA($%F$7*S^E)+ ,@)P
M^>SF\EWU>7;36E*?;S21-C)($@65)S81);)X#)@B3&1Q )B7J&IEIP68E#K*
M8;E$55)/'2)U9! [*F"Y)%50GX@UD4ZR..!)]1)5\K-X(L5DE%!*"FX14;+F
MF"FQB!\918M*UY J*2Y% LDH752ZAE32-2*$9! P M=0#$FZ1N20C()(I6M(
MI5TC"&^ 7?5)"Q.))6N.61T6<20;DD>Z- HDU<5.ROC3MQ]LO[7CK]/EC^>7
MU8<2,#J%;]BM[^Q 6@R>+V,7F@+=(?SS%/:2H4:J!FSMJ?DIHBN7'ZCK^B
M^E]+FTP7?2Q5X3Z63?<<-KTVHWPKIZZ/9)GUMX2GC\Q*10X>4T*06)$NH@O;
M?>)3N@!R0:?0@,W),_-&_;=G'#L0F&@P&9F97AX]T\O03(U,YM9ET:):AXI.
MI#VC^(40;'(.]4=-'QV@O;^JS&O"NMM%9?Q9W9S-_'3PF=<9M!$GZ@S)6840 ""? QC1]*^4R$:D"E"]61A%W
MZ^TUL.+(Y.7[G3^Z,[79.-O3V 3K)74"A:1^X@V+M#G\4U9):;.4X()1)AG^
MR:8,$BR0#Y,E@V0LX+\CSMXQTRI::$8.OWN8S6)5+-+EH_W/)GZTWQ_'TVD_
M@!0'G4X DK5H2*0&(BPHAZ>FLE]2(0W2YA#+L\#E9@N3];S6[8.^W[5F99-R
M,H& +[9AW2>_<1 7I?/-.FR5)GB(X<\DR^^T= 4.@0)QQDYYU$-;9>R.4.<;
M;\1HYR&BMB3BML6HMJV@\$/C&W/NCX%_0BFO6Y>DN@X,CY&DA$ ^H9#WU$O;
M&\?5]TL4?&,IU(:O)90CQL;[9=2[.U3G395K586^Y2!0_.1&YOBT>W
M$$VUO"EF$<#BT FQ?. ^514;QU*W%YVI%1D:MN.C1&M7.E'T;4\,I3%L:.>8
MQL:4>!U1L6[9D@1+!))_M;D>TSW]V=B#&H=I^Q!;JJI]&+/\2[%$#<55\]N#
MVRS+-@+T%]N
B%.;FV>Y([#["$KR?5.TB^-]DR]K_