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 23, 2018 | |
Common shares of beneficial interest ($0.01 par value per share) | 69,039,917 |
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, 2018 | December 31, 2017 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Investment in hotel properties, net | $ | 2,439,140 | $ | 2,456,450 | |||
Investment in marketable securities | 369,999 | — | |||||
Ground lease asset, net | 28,742 | 29,037 | |||||
Cash and cash equivalents | 17,253 | 25,410 | |||||
Restricted cash | 8,263 | 7,123 | |||||
Hotel receivables (net of allowance for doubtful accounts of $211 and $245, respectively) | 34,971 | 29,206 | |||||
Prepaid expenses and other assets | 55,762 | 43,642 | |||||
Total assets | $ | 2,954,130 | $ | 2,590,868 | |||
LIABILITIES AND EQUITY | |||||||
Unsecured revolving credit facilities | $ | 383,000 | $ | 45,000 | |||
Term loans, net of unamortized deferred financing costs | 670,888 | 670,406 | |||||
Senior unsecured notes, net of unamortized deferred financing costs | 99,422 | 99,374 | |||||
Mortgage debt, net of unamortized deferred financing costs | 69,304 | 70,457 | |||||
Accounts payable and accrued expenses | 138,750 | 141,290 | |||||
Deferred revenues | 26,433 | 26,919 | |||||
Accrued interest | 2,270 | 2,073 | |||||
Distribution payable | 31,429 | 31,823 | |||||
Total liabilities | 1,421,496 | 1,087,342 | |||||
Commitments and contingencies (Note 11) | |||||||
Shareholders’ equity: | |||||||
Preferred shares of beneficial interest, $.01 par value (liquidation preference $250,000 at June 30, 2018 and at December 31, 2017), 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017 | 100 | 100 | |||||
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 68,912,185 issued and outstanding at June 30, 2018 and 68,812,575 issued and outstanding at December 31, 2017 | 689 | 688 | |||||
Additional paid-in capital | 1,684,638 | 1,685,437 | |||||
Accumulated other comprehensive income (loss) | 11,527 | 3,689 | |||||
Distributions in excess of retained earnings | (169,600 | ) | (191,013 | ) | |||
Total shareholders’ equity | 1,527,354 | 1,498,901 | |||||
Non-controlling interests | 5,280 | 4,625 | |||||
Total equity | 1,532,634 | 1,503,526 | |||||
Total liabilities and equity | $ | 2,954,130 | $ | 2,590,868 |
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, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues: | |||||||||||||||
Room | $ | 142,018 | $ | 142,522 | $ | 264,489 | $ | 268,092 | |||||||
Food and beverage | 49,210 | 48,387 | 93,778 | 92,019 | |||||||||||
Other operating | 15,273 | 14,808 | 29,289 | 27,784 | |||||||||||
Total revenues | 206,501 | 205,717 | 387,556 | 387,895 | |||||||||||
Expenses: | |||||||||||||||
Hotel operating expenses: | |||||||||||||||
Room | 33,157 | 34,640 | 64,865 | 67,623 | |||||||||||
Food and beverage | 32,328 | 32,202 | 62,924 | 61,490 | |||||||||||
Other direct and indirect | 54,523 | 54,281 | 106,362 | 106,449 | |||||||||||
Total hotel operating expenses | 120,008 | 121,123 | 234,151 | 235,562 | |||||||||||
Depreciation and amortization | 24,562 | 25,950 | 49,464 | 52,246 | |||||||||||
Real estate taxes, personal property taxes, property insurance, and ground rent | 12,488 | 12,038 | 24,603 | 25,750 | |||||||||||
General and administrative | 8,569 | 6,427 | 11,179 | 12,578 | |||||||||||
Impairment and other losses | 583 | — | 1,378 | 1,049 | |||||||||||
Gain on insurance settlement | (8,190 | ) | — | (13,088 | ) | — | |||||||||
Total operating expenses | 158,020 | 165,538 | 307,687 | 327,185 | |||||||||||
Operating income (loss) | 48,481 | 40,179 | 79,869 | 60,710 | |||||||||||
Interest income | 59 | 96 | 122 | 96 | |||||||||||
Interest expense | (10,816 | ) | (9,705 | ) | (20,627 | ) | (19,046 | ) | |||||||
Other | 22,909 | (64 | ) | 25,356 | — | ||||||||||
Gain on sale of hotel properties | — | 14,587 | — | 14,587 | |||||||||||
Income (loss) before income taxes | 60,633 | 45,093 | 84,720 | 56,347 | |||||||||||
Income tax (expense) benefit | (2,338 | ) | (1,423 | ) | (1,909 | ) | 1,412 | ||||||||
Net income (loss) | 58,295 | 43,670 | 82,811 | 57,759 | |||||||||||
Net income (loss) attributable to non-controlling interests | 192 | 158 | 299 | 213 | |||||||||||
Net income (loss) attributable to the Company | 58,103 | 43,512 | 82,512 | 57,546 | |||||||||||
Distributions to preferred shareholders | (4,024 | ) | (4,024 | ) | (8,047 | ) | (8,047 | ) | |||||||
Net income (loss) attributable to common shareholders | $ | 54,079 | $ | 39,488 | $ | 74,465 | $ | 49,499 | |||||||
Net income (loss) per share available to common shareholders, basic | $ | 0.78 | $ | 0.57 | $ | 1.08 | $ | 0.70 | |||||||
Net income (loss) per share available to common shareholders, diluted | $ | 0.78 | $ | 0.57 | $ | 1.07 | $ | 0.70 | |||||||
Weighted-average number of common shares, basic | 68,912,185 | 69,168,788 | 68,894,413 | 70,383,149 | |||||||||||
Weighted-average number of common shares, diluted | 69,204,571 | 69,468,354 | 69,227,098 | 70,706,802 |
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (In thousands, except share and per-share data) (Unaudited) | |||||||||||||||
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Comprehensive Income: | |||||||||||||||
Net income (loss) | $ | 58,295 | $ | 43,670 | $ | 82,811 | $ | 57,759 | |||||||
Other comprehensive income (loss): | |||||||||||||||
Unrealized gain (loss) on derivative instruments | 2,012 | (1,293 | ) | 7,290 | 811 | ||||||||||
Other | 579 | — | — | — | |||||||||||
Comprehensive income (loss) | 60,886 | 42,377 | 90,101 | 58,570 | |||||||||||
Comprehensive income (loss) attributable to non-controlling interests | 201 | 154 | 324 | 216 | |||||||||||
Comprehensive income (loss) attributable to the Company | $ | 60,685 | $ | 42,223 | $ | 89,777 | $ | 58,354 |
Pebblebrook Hotel Trust Consolidated Statements of Equity (In thousands, except share data) (Unaudited) | ||||||||||||||||||||||||||||||||||||||
Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Retained Earnings | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||
Balance at December 31, 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 | ||||||||||||||||||
Balance at December 31, 2017 | 10,000,000 | $ | 100 | 68,812,575 | $ | 688 | $ | 1,685,437 | $ | 3,689 | $ | (191,013 | ) | $ | 1,498,901 | $ | 4,625 | $ | 1,503,526 | |||||||||||||||||||
Issuance of common shares for Board of Trustees compensation | — | — | 17,410 | 1 | 661 | — | — | 662 | — | 662 | ||||||||||||||||||||||||||||
Repurchase of common shares | — | — | (69,687 | ) | (1 | ) | (2,506 | ) | — | — | (2,507 | ) | — | (2,507 | ) | |||||||||||||||||||||||
Share-based compensation | — | — | 151,887 | 1 | 1,046 | — | — | 1,047 | 552 | 1,599 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (52,504 | ) | (52,504 | ) | (180 | ) | (52,684 | ) | ||||||||||||||||||||||||
Distributions on preferred shares | — | — | — | — | — | — | (8,047 | ) | (8,047 | ) | (16 | ) | (8,063 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | 7,290 | — | 7,290 | — | 7,290 | ||||||||||||||||||||||||||||
Cumulative effect adjustment from adoption of new accounting standard | — | — | — | — | — | 548 | (548 | ) | — | — | — | |||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 82,512 | 82,512 | 299 | 82,811 | ||||||||||||||||||||||||||||
Balance at June 30, 2018 | 10,000,000 | $ | 100 | 68,912,185 | $ | 689 | $ | 1,684,638 | $ | 11,527 | $ | (169,600 | ) | $ | 1,527,354 | $ | 5,280 | $ | 1,532,634 |
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (In thousands) (Unaudited) | |||||||
For the six months ended June 30, | |||||||
2018 | 2017 | ||||||
Operating activities: | |||||||
Net income (loss) | $ | 82,811 | $ | 57,759 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 49,464 | 52,246 | |||||
Share-based compensation | 1,599 | 3,186 | |||||
(Gain) loss on marketable securities | (20,477 | ) | — | ||||
Amortization of deferred financing costs and mortgage loan premiums | 1,043 | 704 | |||||
Gain on sale of hotel properties | — | (14,587 | ) | ||||
Impairment and other losses | — | 1,049 | |||||
Non-cash ground rent | 1,350 | 1,467 | |||||
Other | 1,146 | 1,438 | |||||
Changes in assets and liabilities: | |||||||
Hotel receivables | (5,731 | ) | (7,180 | ) | |||
Prepaid expenses and other assets | (11,355 | ) | (3,891 | ) | |||
Accounts payable and accrued expenses | 3,140 | 1,755 | |||||
Deferred revenues | (501 | ) | (444 | ) | |||
Net cash provided by (used in) operating activities | 102,489 | 93,502 | |||||
Investing activities: | |||||||
Improvements and additions to hotel properties | (35,301 | ) | (47,364 | ) | |||
Proceeds from sale of hotel properties | — | 203,189 | |||||
Investment in marketable securities | (356,180 | ) | — | ||||
Sale of marketable securities | 6,658 | — | |||||
Purchase of corporate office equipment, software, and furniture | (26 | ) | (10 | ) | |||
Property insurance proceeds | 2,648 | — | |||||
Net cash provided by (used in) investing activities | (382,201 | ) | 155,815 | ||||
Financing activities: | |||||||
Payment of offering costs — common and preferred shares | — | (62 | ) | ||||
Payment of deferred financing costs | (42 | ) | (85 | ) | |||
Contributions from non-controlling interest | — | 106 | |||||
Borrowings under revolving credit facilities | 465,373 | 194,922 | |||||
Repayments under revolving credit facilities | (127,373 | ) | (233,922 | ) | |||
Repayments of mortgage debt | (1,175 | ) | (71,170 | ) | |||
Repurchase of common shares | (2,507 | ) | (95,862 | ) | |||
Distributions — common shares/units | (53,078 | ) | (54,747 | ) | |||
Distributions — preferred shares | (8,047 | ) | (8,047 | ) | |||
Proceeds from refundable membership deposits | 30 | 264 | |||||
Repayments of refundable membership deposits | (486 | ) | (501 | ) | |||
Net cash provided by (used in) financing activities | 272,695 | (269,104 | ) | ||||
Net change in cash and cash equivalents and restricted cash | (7,017 | ) | (19,787 | ) | |||
Cash and cash equivalents and restricted cash, beginning of year | 32,533 | 40,829 | |||||
Cash and cash equivalents and restricted cash, end of period | $ | 25,516 | $ | 21,042 |
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, 2018 | December 31, 2017 | ||||||
Land | $ | 448,401 | $ | 448,401 | |||
Buildings and improvements | 2,227,616 | 2,205,315 | |||||
Furniture, fixtures and equipment | 250,831 | 240,842 | |||||
Construction in progress | 8,921 | 9,514 | |||||
Investment in hotel properties | $ | 2,935,769 | $ | 2,904,072 | |||
Less: Accumulated depreciation | (496,629 | ) | (447,622 | ) | |||
Investment in hotel properties, net | $ | 2,439,140 | $ | 2,456,450 |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | June 30, 2018 | December 31, 2017 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2022 | $ | 383,000 | $ | 45,000 | |||||
PHL unsecured revolving credit facility | Floating (2) | January 2022 | — | — | |||||||
Total revolving credit facilities | $ | 383,000 | $ | 45,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2023 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 65,000 | 65,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Fourth Term Loan | Floating (3) | October 2024 | 110,000 | 110,000 | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (4,112 | ) | (4,594 | ) | |||||||
Total term loans | $ | 670,888 | $ | 670,406 | |||||||
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 | (578 | ) | (626 | ) | |||||||
Total senior unsecured notes | $ | 99,422 | $ | 99,374 | |||||||
Mortgage loans | |||||||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 69,398 | 70,573 | |||||||
Mortgage loans at stated value | 69,398 | 70,573 | |||||||||
Deferred financing costs, net | (94 | ) | (116 | ) | |||||||
Total mortgage loans | $ | 69,304 | $ | 70,457 | |||||||
Total debt | $ | 1,222,614 | $ | 885,237 |
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
San Francisco, CA | $ | 48,285 | $ | 40,666 | $ | 92,733 | $ | 84,650 | ||||||||
Los Angeles, CA | 32,736 | 33,679 | 62,465 | 62,499 | ||||||||||||
San Diego, CA | 16,995 | 17,831 | 34,124 | 35,934 | ||||||||||||
Boston, MA | 21,770 | 23,240 | 34,088 | 34,944 | ||||||||||||
Seattle, WA | 9,104 | 8,668 | 15,525 | 14,583 | ||||||||||||
Portland, OR | 26,492 | 26,629 | 44,905 | 45,296 | ||||||||||||
Other (1) | 51,119 | 55,004 | 103,716 | 109,989 | ||||||||||||
$ | 206,501 | $ | 205,717 | $ | 387,556 | $ | 387,895 |
Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | |||||
$ | 0.38 | March 31, 2018 | March 29, 2018 | April 16, 2018 | ||||
$ | 0.38 | June 30, 2018 | June 29, 2018 | July 16, 2018 |
Security Type | Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | ||||||
6.50% Series C | $ | 0.41 | March 31, 2018 | March 29, 2018 | April 16, 2018 | |||||
6.50% Series C | $ | 0.41 | June 30, 2018 | June 29, 2018 | July 16, 2018 | |||||
6.375% Series D | $ | 0.40 | March 31, 2018 | March 29, 2018 | April 16, 2018 | |||||
6.375% Series D | $ | 0.40 | June 30, 2018 | June 29, 2018 | July 16, 2018 |
Shares | Weighted-Average Grant Date Fair Value | |||||
Unvested at December 31, 2017 | 137,105 | $ | 30.05 | |||
Granted | 52,609 | 36.86 | ||||
Vested | (61,982 | ) | 31.35 | |||
Forfeited | — | — | ||||
Unvested at June 30, 2018 | 127,732 | $ | 32.22 |
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% | ||||||
February 14, 2018 | |||||||||||
Relative and Absolute Total Shareholder Return | 65.00% / 35.00% | $3.5 | 28.00% | 2.37% | 4.70% |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Numerator: | |||||||||||||||
Net income (loss) attributable to common shareholders | $ | 54,079 | $ | 39,488 | $ | 74,465 | $ | 49,499 | |||||||
Less: dividends paid on unvested share-based compensation | (83 | ) | (104 | ) | (166 | ) | (207 | ) | |||||||
Undistributed earnings attributable to share-based compensation | (88 | ) | (52 | ) | (69 | ) | — | ||||||||
Net income (loss) available to common shareholders | $ | 53,908 | $ | 39,332 | $ | 74,230 | $ | 49,292 | |||||||
Denominator: | |||||||||||||||
Weighted-average number of common shares — basic | 68,912,185 | 69,168,788 | 68,894,413 | 70,383,149 | |||||||||||
Effect of dilutive share-based compensation | 292,386 | 299,566 | 332,685 | 323,653 | |||||||||||
Weighted-average number of common shares — diluted | 69,204,571 | 69,468,354 | 69,227,098 | 70,706,802 | |||||||||||
Net income (loss) per share available to common shareholders — basic | $ | 0.78 | $ | 0.57 | $ | 1.08 | $ | 0.70 | |||||||
Net income (loss) per share available to common shareholders — diluted | $ | 0.78 | $ | 0.57 | $ | 1.07 | $ | 0.70 |
For the six months ended June 30, | |||||||
2018 | 2017 | ||||||
(in thousands) | |||||||
Interest paid, net of capitalized interest | $ | 18,729 | $ | 17,871 | |||
Income taxes paid | $ | 99 | $ | 540 | |||
Non-Cash Investing and Financing Activities: | |||||||
Distributions payable on common shares/units | $ | 27,987 | $ | 28,066 | |||
Distributions payable on preferred shares | $ | 3,442 | $ | 3,442 | |||
Issuance of common shares for Board of Trustees compensation | $ | 662 | $ | 503 | |||
Accrued additions and improvements to hotel properties | $ | 1,566 | $ | 514 | |||
Write-off of deferred financing costs | $ | — | $ | 776 |
• | 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, 2017. |
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Same-Property Occupancy | 87.8 | % | 86.9 | % | 83.9 | % | 83.7 | % | ||||||||
Same-Property ADR | $ | 254.81 | $ | 251.08 | $ | 249.90 | $ | 247.13 | ||||||||
Same-Property RevPAR | $ | 223.81 | $ | 218.19 | $ | 209.57 | $ | 206.93 |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net income (loss) | $ | 58,295 | $ | 43,670 | $ | 82,811 | $ | 57,759 | |||||||
Adjustments: | |||||||||||||||
Depreciation and amortization | 24,510 | 25,892 | 49,359 | 52,129 | |||||||||||
(Gain) loss on sale of hotel properties | — | (14,587 | ) | — | (14,587 | ) | |||||||||
Impairment loss | — | — | — | 1,049 | |||||||||||
FFO | $ | 82,805 | $ | 54,975 | $ | 132,170 | $ | 96,350 | |||||||
Distribution to preferred shareholders | (4,024 | ) | (4,024 | ) | (8,047 | ) | (8,047 | ) | |||||||
FFO available to common share and unit holders | $ | 78,781 | $ | 50,951 | $ | 124,123 | $ | 88,303 |
For the three months ended June 30, | For the six months ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net income (loss) | $ | 58,295 | $ | 43,670 | $ | 82,811 | $ | 57,759 | |||||||
Adjustments: | |||||||||||||||
Interest expense | 10,816 | 9,705 | 20,627 | 19,046 | |||||||||||
Income tax expense (benefit) | 2,338 | 1,423 | 1,909 | (1,412 | ) | ||||||||||
Depreciation and amortization | 24,562 | 25,950 | 49,464 | 52,246 | |||||||||||
EBITDA | $ | 96,011 | $ | 80,748 | $ | 154,811 | $ | 127,639 | |||||||
Gain on sale of hotel properties | — | (14,587 | ) | — | (14,587 | ) | |||||||||
Impairment loss | — | — | — | 1,049 | |||||||||||
EBITDAre | $ | 96,011 | $ | 66,161 | $ | 154,811 | $ | 114,101 |
Property | Location | Acquisition/Disposition Date | Non-comparable property for the three months ended June 30, 2018 and 2017 | Non-comparable property for the six months ended June 30, 2018 and 2017 | ||||
Dumont NYC | (1) | New York, NY | October 19, 2016 | X | X |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | June 30, 2018 | December 31, 2017 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2022 | $ | 383,000 | $ | 45,000 | |||||
PHL unsecured revolving credit facility | Floating(2) | January 2022 | — | — | |||||||
Total revolving credit facilities | $ | 383,000 | $ | 45,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2023 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 65,000 | 65,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Fourth Term Loan | Floating (3) | October 2024 | 110,000 | 110,000 | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (4,112 | ) | (4,594 | ) | |||||||
Total term loans | $ | 670,888 | $ | 670,406 | |||||||
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 | (578 | ) | (626 | ) | |||||||
Total senior unsecured notes | $ | 99,422 | $ | 99,374 | |||||||
Mortgage loans | |||||||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 69,398 | 70,573 | |||||||
Mortgage loans at stated value | 69,398 | 70,573 | |||||||||
Deferred financing costs, net | (94 | ) | (116 | ) | |||||||
Total mortgage loans | $ | 69,304 | $ | 70,457 | |||||||
Total debt | $ | 1,222,614 | $ | 885,237 |
Payments due by period | |||||||||||||||||||
Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | |||||||||||||||
Mortgage loans (1) | $ | 73,409 | $ | 4,966 | $ | 68,443 | $ | — | $ | — | |||||||||
Term loans (2) | 776,993 | 23,429 | 244,767 | 392,899 | 115,898 | ||||||||||||||
Unsecured notes (1) | 130,300 | 4,792 | 9,584 | 9,584 | 106,340 | ||||||||||||||
Borrowings under credit facilities (3) | 433,887 | 14,343 | 28,724 | 390,820 | — | ||||||||||||||
Hotel and ground leases (4) | 751,472 | 7,356 | 14,820 | 14,970 | 714,326 | ||||||||||||||
Capital lease obligation | 36,327 | 304 | 661 | 736 | 34,626 | ||||||||||||||
Refundable membership initiation deposits (5) | 31,546 | 293 | — | — | 31,253 | ||||||||||||||
Purchase commitments (6) | 11,775 | 11,775 | — | — | — | ||||||||||||||
Corporate office lease | 2,990 | 393 | 819 | 865 | 913 | ||||||||||||||
Total | $ | 2,248,699 | $ | 67,651 | $ | 367,818 | $ | 809,874 | $ | 1,003,356 |
(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 certain term loans. At June 30, 2018, the Company entered into interest rate swaps to effectively fix the interest rate for the First Term Loan, the Third Term Loan and a portion of the Fourth Term Loan. The Company had interest rate swaps on the full amounts outstanding, except for $65.0 million on the Second Term Loan and $10.0 million on the Fourth Term Loan. See "Derivative and Hedging Activities" above. |
(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, 2018. 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 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 LaPlaya. |
(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, 2018 - April 30, 2018 | — | $ | — | — | — | |||||||||
May 1, 2018 - May 31, 2018 | — | $ | — | — | — | |||||||||
June 1, 2018 - June 30, 2018 | — | $ | — | — | — | |||||||||
Total | — | $ | — | — | $ | 56,600,000 |
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) |
* | Management agreement or compensatory plan or arrangement. |
† | 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 25, 2018 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief 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 25, 2018 | /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 25, 2018 | /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 25, 2018 | /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 25, 2018 | /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, 2018 |
Jul. 23, 2018 |
|
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, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 69,039,917 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 211 | $ 245 |
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 | 68,912,185 | 68,812,575 |
Common shares of beneficial interest, shares outstanding | 68,912,185 | 68,812,575 |
Organization |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
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, 2018, the Company owned 28 hotels with a total of 6,973 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, 2018, 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, 2018 | |||||||||||||
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, consolidated statements of equity 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, 2017. 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. Certain reclassifications have been made to the prior period’s financial statements to conform to the current year presentation. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. Fair Value Measurements 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. Marketable securities are carried at fair value using Level 1 inputs. See Note 5 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. Hotel acquisitions are generally considered to be asset acquisitions defined by ASU 2017-01 and transaction costs related to asset acquisitions are capitalized. Acquisition costs related to business combinations are expensed as incurred and are included in general and administrative expenses on the consolidated statements of operations and comprehensive income. Hotel renovations and replacements of assets that improve or extend the life of an 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 consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets. Investment in Marketable Securities The Company's investment in marketable securities consists of common shares and is reported at fair value, based on quoted market prices. Changes in the fair value of equity securities and investment income, including dividends, are reported as a component of “Other” in the consolidated statements of operations and comprehensive income. As of June 30, 2018, the Company owned 10,809,215 common shares of LaSalle Hotel Properties. For the six months ended June 30, 2018 and 2017, unrealized gains on these marketable securities were $20.2 million and zero, respectively. Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income 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 using the Company's incremental borrowing rate. The accretion is included in interest expense. Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. 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 Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Due to the short-term nature of the Company's revenue streams, the adoption of this standard did not have a material impact on the amount and timing of revenue recognition for revenues from rooms, food and beverage, and other ancillary services. The adoption of this standard had no impact on the Company's revenue or net income, and, therefore, no adjustment was recorded to the Company's opening balance of retained earnings. The adoption of this standard has resulted in the reclassification of certain accounts on the Company's consolidated balance sheets to present deferred revenues (contract liabilities) and additional disclosures. As of December 31, 2017, the Company reclassified $7.5 million from accounts payable and accrued expenses to deferred revenues on the Company's consolidated balance sheets. 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. 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. This ASU is expected to result in the recognition of right-to-use assets and related liabilities to account for the Company's future obligations under the ground lease arrangements for which the Company is the lessee. The Company will continue to evaluate the potential 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements. As a result, the Company's consolidated statements of cash flows included changes to cash and cash equivalents and restricted cash for all periods presented. 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 more of the Company's property acquisitions qualifying as asset acquisitions, which will permit capitalization of acquisition costs. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better align risk management activities in financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Company adopted this standard on January 1, 2018 and reclassified an immaterial amount from retained earnings to accumulated other comprehensive income. In subsequent periods, any ineffectiveness related to the Company's derivatives instruments are reflected in accumulated other comprehensive income. |
Acquisition and Disposition of Hotel Properties |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition and Disposition of Hotel Properties | Acquisition and Disposition of Hotel Properties The Company had no acquisitions and dispositions during the six months ended June 30, 2018. 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 its 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. 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. 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 sale of the Dumont NYC and 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 on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations. |
Investment in Hotel Properties |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
On September 10, 2017, Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel ("Hotel Colonnade") located in Coral Gables, Florida and LaPlaya Beach Resort and LaPlaya Beach Club ("LaPlaya") located in Naples, Florida were impacted by Hurricane Irma. Hotel Colonnade did not suffer any material damage and remained open. LaPlaya was closed in anticipation of the storm and re-opened in stages beginning in the fourth quarter of 2017 and was fully reopened in January 2018. The Company’s insurance policies provide coverage for property damage, business interruption, and reimbursement for other costs that were incurred relating to damages sustained during Hurricane Irma. Insurance proceeds are subject to deductibles. As of June 30, 2018, the Company reached a final agreement with the insurance carriers totaling $20.5 million, and the Company recognized a gain of $8.2 million and $13.1 million for the three and six months ended June 30, 2018, respectively. |
Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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"). On October 13, 2017, the Company amended and restated the credit agreement governing its senior unsecured revolving credit facility and the First Term Loan. The revolving credit facility matures in January 2022 with options to extend the maturity date to January 2023 pursuant to certain terms and conditions and payment of an extension fee. The First Term Loan matures in January 2023. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement to up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, 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 First Term Loan 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, 2018 and December 31, 2017, the Company had $383.0 million and $45.0 million, respectively, in outstanding borrowings under the revolving credit facility. As of June 30, 2018, the Company had $67.0 million borrowing capacity remaining under the revolving credit facility. As of June 30, 2018, the Company was in compliance with the credit agreement debt covenants. For the three and six months ended June 30, 2018, the Company incurred unused commitment fees of $0.2 million and $0.4 million, respectively. 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. 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. On October 13, 2017, PHL amended and restated the credit agreement governing the PHL Credit Facility. The PHL Credit Facility's maturity was extended to January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, 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, 2018 and December 31, 2017, PHL had no borrowings under its revolving credit facility. As of June 30, 2018, there is $10.0 million borrowing capacity remaining under the PHL Credit Facility. Unsecured Term Loan Facilities On October 13, 2017, the Company amended and restated the credit agreement governing its senior unsecured revolving credit facility and the First Term Loan. The First Term Loan's maturity was extended to January 2023. As of June 30, 2018, the Company had $300.0 million outstanding under the First Term Loan. This term loan facility bears interest at a variable rate of LIBOR plus 1.40% to 2.20%, depending on the Company's leverage ratio. On April 13, 2015, the Company entered into a second unsecured term loan facility. This term loan had a $100.0 million capacity which could have been increased to up to $200.0 million, subject to lender approval. On January 5, 2016, the Company exercised its option to increase the borrowing capacity to $175.0 million and borrowed the additional $75.0 million resulting from such increase. On October 13, 2017, the Company amended and restated the credit agreement governing this loan and entered into a second credit agreement, in effect separating it into two tranches, consisting of a $65.0 million unsecured term loan maturing in April 2022 (the "Second Term Loan") and a $110.0 million unsecured term loan maturing in October 2024 (the "Fourth Term Loan"). As of June 30, 2018, the Company had $65.0 million outstanding under the Second Term Loan. The Second Term Loan bears interest at a variable rate of LIBOR plus 1.40% to 2.20%, depending on the Company's leverage ratio. The Company has the ability to increase the aggregate borrowing capacity of the Second Term Loan to up to $150.0 million subject to lender approval. 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 option to increase the borrowing capacity to $200.0 million and borrowed the additional $75.0 million resulting from such increase. On October 13, 2017, the Company amended and restated the credit agreement governing the Third Term Loan. As of June 30, 2018, 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 1.40% to 2.20%, depending on the Company's leverage ratio. On October 13, 2017, the Company entered into a fourth unsecured term loan facility (the "Fourth Term Loan"). The Fourth Term Loan has a $110.0 million capacity and matures in October 2024. As of June 30, 2018, the Company had $110.0 million outstanding under the Fourth Term Loan. The Fourth Term Loan bears interest at a variable rate of LIBOR plus 1.70% to 2.60%, depending on the Company's leverage ratio. The Company has the ability to increase the aggregate borrowing capacity of the Fourth Term Loan to up to $250.0 million subject to lender approval. As of June 30, 2018 and December 31, 2017, the Company had $675.0 million and $675.0 million, respectively, in aggregate outstanding borrowings under the four unsecured term loan facilities. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility and First Term Loan. As of June 30, 2018, 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 $65.0 million of the Second Term Loan and for $10.0 million of the Fourth 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 First Term Loan. On October 13, 2017, the agreement governing the Series A Notes and the Series B Notes was also amended to match the financial and other covenants in the senior unsecured revolving credit facility, as amended and restated. As of June 30, 2018, 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. On January 1, 2018, the Company adopted ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of June 30, 2018, 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 2.83% per annum through July 13, 2017 and a weighted-average effective interest rate of 3.46% from July 13, 2017 through January 15, 2020, based on the Company’s leverage ratio at June 30, 2018. The Company entered into interest rate swap agreements with an aggregate notional amount of $200.0 million to effectively fix the LIBOR rate of the Third Term Loan through January 2021, resulting in a weighted-average effective interest rate of 3.21% per annum, based on the Company’s leverage ratio at June 30, 2018. The Company entered into interest rate swap agreements with an aggregate notional amount of $100.0 million to effectively fix the LIBOR rate of a portion of the Fourth Term Loan through April 2022, resulting in a weighted-average effective interest rate of 3.56% per annum, based on the Company’s leverage ratio at June 30, 2018. The interest rate on the other $10.0 million of the Fourth Term Loan remains floating at a variable rate of LIBOR plus 1.70% to 2.60%, depending on the Company's leverage ratio. 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, 2018, the Company's derivative instruments were in an asset position, with aggregate asset fair values of $11.5 million, in the accompanying consolidated balance sheets. For the six months ended June 30, 2018 and 2017, there was $7.3 million and $0.8 million in unrealized gain (loss), respectively, recorded in accumulated other comprehensive income (loss). 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. There were no ineffectiveness for the three and six months ended June 30, 2018. For the three and six months ended June 30, 2018, the Company reclassified $(0.2) million and $0.1 million, respectively, from accumulated other comprehensive income (loss) to interest expense. 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. The Company expects approximately $3.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months. Mortgage Debt The Company’s mortgage loan is secured by a first mortgage lien on the underlying property. The mortgage is non-recourse to the Company except for customary carve-outs such as fraud or misapplication of funds. Debt Summary Debt as of June 30, 2018 and December 31, 2017 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. (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. At June 30, 2018 and December 31, 2017, the Company had interest rate swaps to effectively fix the interest rate for the First Term Loan, the Third Term Loan and a portion of the Fourth Term Loan. The Company had interest rate swaps on the full amounts outstanding, except for $65.0 million on the Second Term Loan and $10.0 million on the Fourth Term Loan. See "Derivative and Hedging Activities" above. 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, 2018 and December 31, 2017 was $163.3 million and $167.1 million, respectively. The Company was in compliance with all debt covenants as of June 30, 2018. |
Revenue |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer | Revenue The Company presents revenue on a disaggregated basis on the consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and six months ended June 30, 2018 and 2017 (in thousands):
(1) Other includes: Atlanta (Buckhead), GA, Coral Gables, FL, Minneapolis, MN, Naples, FL, Nashville, TN, Philadelphia, PA, Washington, DC, and New York City, NY. Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the year is expected to be recognized as revenue over the next 12 months. |
Equity |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the six months ended June 30, 2018, the Company had no repurchases under this program and as of June 30, 2018, $56.6 million of common shares remained available for repurchase under this program. 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 completion of the Company's $150.0 million share repurchase program. Common Dividends The Company declared the following dividends on common shares/units for the six months ended June 30, 2018:
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, 2018 and December 31, 2017, 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 could not redeem the Series C Preferred Shares prior to March 18, 2018 and may not redeem the Series D Preferred Shares prior to June 9, 2021, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after June 9, 2021, the Company may, at its option, redeem the Series D Preferred Shares, and at any time the Company may, at its option, redeem the Series C Preferred Shares, in each case 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, 2018:
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, 2018 and December 31, 2017, the Operating Partnership had 236,351 long-term incentive partnership units (“LTIP units”) outstanding. Of the 236,351 LTIP units outstanding at June 30, 2018, 145,598 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, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 (as amended, 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, 2018, there were 1,207,886 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, 2018:
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, 2018, 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 statement of operations. 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. As of June 30, 2018, 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 1.9 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, the Company issued 25,134 of common shares which represented achieving 49% of the 50,418 target number of shares for that measurement period. In January 2017, the Company issued 12,285 of common shares which represented achieving 25% of the 49,914 target number of shares for that measurement period. In January 2018, the Company issued 72,236 of common shares which represented achieving 145% of the 49,914 target number of shares for that measurement period. 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. In January 2018, these awards vested and the Company issued 14,089 and 2,501 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, 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. In January 2018, these awards vested and the Company issued 1,079 common shares to the employee. 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, 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 in 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 in 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. On February 14, 2018, the Board of Trustees approved a target award of 78,918 performance-based equity awards to officers and employees of the Company. These awards vest in 2021. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined in 2021 based on two performance criteria as defined in the award agreements for the period of performance from January 1, 2018 through December 31, 2020. 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, 2018, there was approximately $6.8 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, 2018, the Company recognized $1.1 million and $0.1 million, respectively, in expense related to these awards. 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. 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, 2018, 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. 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, 2018, the Company had 236,351 LTIP units outstanding. All unvested LTIP units will vest upon a change in control. As of June 30, 2018, of the 236,351 units outstanding, 145,598 LTIP units have vested. For the three and six months ended June 30, 2018 , the Company recognized $0.3 million and $0.6 million, respectively, in expense related to these LTIP units. 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 LTIP units. As of June 30, 2018, there was $1.6 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 0.8 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, 2018 | |
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 six months ended June 30, 2018 using an estimated combined federal and state effective tax rate of 30.0%. 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, 2018 and December 31, 2017, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2014 and 2013, respectively. |
Earnings Per Share |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2018, 83,130 and 4,212, 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 17,758 and 18,394 unvested service condition restricted shares and performance-based equity awards excluded from diluted weighted-average common shares for the three and six months ended June 30, 2017, 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, 2018 | |
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 four 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 $11.4 million for the three and six months ended June 30, 2018, respectively, and $6.1 million and $11.5 million for the three and six months ended June 30, 2017, 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, 2018 and December 31, 2017, the Company had $8.3 million and $7.1 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. 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 agreement 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 a long-term primary ground lease agreement. 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 Hotel Zeppelin San Francisco 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 $6.5 million for the three and six months ended June 30, 2018, respectively, and $3.4 million and $6.6 million for the three and six months ended June 30, 2017, 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, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Information to Statements of Cash Flows | Supplemental Information to Statements of Cash Flows
|
Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||
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, consolidated statements of equity 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, 2017. 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. Certain reclassifications have been made to the prior period’s financial statements to conform to the current year presentation. |
||||||||||||
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. Marketable securities are carried at fair value using Level 1 inputs. See Note 5 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. Hotel acquisitions are generally considered to be asset acquisitions defined by ASU 2017-01 and transaction costs related to asset acquisitions are capitalized. Acquisition costs related to business combinations are expensed as incurred and are included in general and administrative expenses on the consolidated statements of operations and comprehensive income. Hotel renovations and replacements of assets that improve or extend the life of an 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 consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets. |
||||||||||||
Investment in Marketable Securities | Investment in Marketable Securities The Company's investment in marketable securities consists of common shares and is reported at fair value, based on quoted market prices. Changes in the fair value of equity securities and investment income, including dividends, are reported as a component of “Other” in the consolidated statements of operations and comprehensive income. As of June 30, 2018, the Company owned 10,809,215 common shares of LaSalle Hotel Properties. For the six months ended June 30, 2018 and 2017, unrealized gains on these marketable securities were $20.2 million and zero, respectively. |
||||||||||||
Revenue Recognition | Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income 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 using the Company's incremental borrowing rate. The accretion is included in interest expense. Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. Lease revenue is recognized on a straight-line basis over the life of the lease and included in other operating revenues in the Company's consolidated statements of operations and comprehensive income. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. 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 Company adopted this standard on January 1, 2018 using the modified retrospective transition method. Due to the short-term nature of the Company's revenue streams, the adoption of this standard did not have a material impact on the amount and timing of revenue recognition for revenues from rooms, food and beverage, and other ancillary services. The adoption of this standard had no impact on the Company's revenue or net income, and, therefore, no adjustment was recorded to the Company's opening balance of retained earnings. The adoption of this standard has resulted in the reclassification of certain accounts on the Company's consolidated balance sheets to present deferred revenues (contract liabilities) and additional disclosures. As of December 31, 2017, the Company reclassified $7.5 million from accounts payable and accrued expenses to deferred revenues on the Company's consolidated balance sheets. 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. 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. This ASU is expected to result in the recognition of right-to-use assets and related liabilities to account for the Company's future obligations under the ground lease arrangements for which the Company is the lessee. The Company will continue to evaluate the potential 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements. As a result, the Company's consolidated statements of cash flows included changes to cash and cash equivalents and restricted cash for all periods presented. 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 more of the Company's property acquisitions qualifying as asset acquisitions, which will permit capitalization of acquisition costs. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated 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. The Company adopted this standard on January 1, 2018 and it did not have a material impact on the Company's consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better align risk management activities in financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance in current GAAP. The Company adopted this standard on January 1, 2018 and reclassified an immaterial amount from retained earnings to accumulated other comprehensive income. In subsequent periods, any ineffectiveness related to the Company's derivatives instruments are reflected in accumulated other comprehensive income. |
Investment in Hotel Properties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Investment in hotel properties | Investment in hotel properties as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
|
Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt Summary | Debt as of June 30, 2018 and December 31, 2017 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. (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. At June 30, 2018 and December 31, 2017, the Company had interest rate swaps to effectively fix the interest rate for the First Term Loan, the Third Term Loan and a portion of the Fourth Term Loan. The Company had interest rate swaps on the full amounts outstanding, except for $65.0 million on the Second Term Loan and $10.0 million on the Fourth Term Loan. See "Derivative and Hedging Activities" above. |
Revenue (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Disaggregation of Revenue | The following table presents revenues by geographic location for the three and six months ended June 30, 2018 and 2017 (in thousands):
(1) Other includes: Atlanta (Buckhead), GA, Coral Gables, FL, Minneapolis, MN, Naples, FL, Nashville, TN, Philadelphia, PA, Washington, DC, and New York City, NY. |
Equity (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common shares/units | The Company declared the following dividends on common shares/units for the six months ended June 30, 2018:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on preferred shares | The Company declared the following dividends on preferred shares for the six months ended June 30, 2018:
|
Share-Based Compensation Plan (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2018:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Supplemental Information to Statements of Cash Flows |
|
Organization (Details) |
Jun. 30, 2018
hotel_room
property
|
---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of hotels owned by the company | property | 28 |
Total number of guest rooms | hotel_room | 6,973 |
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 | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
Jun. 23, 2017 |
Jun. 20, 2017 |
|
Real Estate Properties [Line Items] | ||||||||
Gain on sale of hotel properties | $ 0 | $ 14,587 | $ 0 | $ 14,587 | ||||
Operating income from disposed properties | $ 2,800 | $ 4,200 | ||||||
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 |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Real Estate Properties [Line Items] | |||||
Gain on insurance settlement | $ 8,190 | $ 0 | $ 13,088 | $ 0 | |
Investment in hotel properties | |||||
Land | 448,401 | 448,401 | $ 448,401 | ||
Buildings and improvements | 2,227,616 | 2,227,616 | 2,205,315 | ||
Furniture, fixtures and equipment | 250,831 | 250,831 | 240,842 | ||
Construction in progress | 8,921 | 8,921 | 9,514 | ||
Investment in hotel properties | 2,935,769 | 2,935,769 | 2,904,072 | ||
Less: Accumulated depreciation | (496,629) | (496,629) | (447,622) | ||
Investment in hotel properties, net | 2,439,140 | 2,439,140 | $ 2,456,450 | ||
LaPlaya Beach Resort | |||||
Real Estate Properties [Line Items] | |||||
Insurance settlement | 20,500 | ||||
Gain on insurance settlement | $ 8,200 | $ 13,100 |
Debt (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
Oct. 13, 2017 |
Nov. 12, 2015 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Total debt | $ 1,222,614 | $ 885,237 | |||||||||||
First Mortgage [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | 69,398 | 70,573 | |||||||||||
Mortgage loan premiums and deferred financing costs | (94) | (116) | |||||||||||
Total debt | $ 69,304 | 70,457 | |||||||||||
The Westin San Diego Gaslamp Quarter [Member] | First Mortgage [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Interest Rate | 3.69% | ||||||||||||
Debt | $ 69,398 | 70,573 | |||||||||||
Term Loan [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | 675,000 | 675,000 | |||||||||||
Deferred financing costs, net | (4,112) | (4,594) | |||||||||||
Total debt | 670,888 | 670,406 | |||||||||||
First Term Loan [Member] | Term Loan [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | [1] | 300,000 | 300,000 | ||||||||||
Second Term Loan [Member] | Term Loan [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | 65,000 | [1] | 65,000 | [1] | $ 65,000 | ||||||||
Third Term Loan [Member] | Term Loan [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | [1] | 200,000 | 200,000 | ||||||||||
Fourth Term Loan [Member] | Term Loan [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | $ 110,000 | [1] | 110,000 | [1] | $ 110,000 | ||||||||
Series A Notes [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Interest Rate | 4.70% | 4.70% | |||||||||||
Series B Notes [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Interest Rate | 4.93% | 4.93% | |||||||||||
Unsecured Debt [Member] | Revolving Credit Facility [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | $ 383,000 | 45,000 | |||||||||||
Unsecured Debt [Member] | Senior Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | [2] | 383,000 | 45,000 | ||||||||||
Unsecured Debt [Member] | PHL Unsecured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | [3] | 0 | 0 | ||||||||||
Senior Unsecured Notes [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | 100,000 | 100,000 | |||||||||||
Deferred financing costs, net | (578) | (626) | |||||||||||
Total debt | 99,422 | 99,374 | |||||||||||
Senior Unsecured Notes [Member] | Series A Notes [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | 60,000 | 60,000 | |||||||||||
Senior Unsecured Notes [Member] | Series B Notes [Member] | |||||||||||||
Mortgage Loans on Real Estate [Line Items] | |||||||||||||
Debt | $ 40,000 | $ 40,000 | |||||||||||
|
Revenue (Details) - Hotel - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | $ 206,501 | $ 205,717 | $ 387,556 | $ 387,895 | ||
San Francisco, CA | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 48,285 | 40,666 | 92,733 | 84,650 | ||
Los Angeles, CA | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 32,736 | 33,679 | 62,465 | 62,499 | ||
San Diego, CA | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 16,995 | 17,831 | 34,124 | 35,934 | ||
Boston, MA | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 21,770 | 23,240 | 34,088 | 34,944 | ||
Seattle, WA | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 9,104 | 8,668 | 15,525 | 14,583 | ||
Portland, OR | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | 26,492 | 26,629 | 44,905 | 45,296 | ||
Other | ||||||
Disaggregation of Revenue [Abstract] | ||||||
Revenue from Hotels | [1] | $ 51,119 | $ 55,004 | $ 103,716 | $ 109,989 | |
|
Equity (Details Textual) $ / shares in Units, $ in Thousands |
6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 30, 2018
USD ($)
shares
$ / shares
|
Dec. 31, 2017
$ / shares
shares
|
Jul. 27, 2017
USD ($)
|
Mar. 01, 2017
USD ($)
|
Feb. 22, 2016
USD ($)
|
Mar. 05, 2014
USD ($)
|
|
Common Stock Disclosures [Abstract] | ||||||
Common shares of beneficial interest, shares authorized | 500,000,000 | 500,000,000 | ||||
Common shares of beneficial interest, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred Stock Disclosures [Abstract] | ||||||
Preferred shares of beneficial interest, shares authorized | 100,000,000 | 100,000,000 | ||||
Preferred shares of beneficial interest, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred shares of beneficial interest, redemption price per share (usd per share) | $ / shares | $ 25.00 | |||||
Preferred shares of beneficial interest, shares outstanding | 10,000,000 | 10,000,000 | ||||
Preferred stock, redemption after change in control | 120 days | |||||
LTIP Units Disclosures [Abstract] | ||||||
Operating Partnership outstanding (shares) | 236,351 | 236,351 | ||||
LTIP units, vested (shares) | 145,598 | |||||
6.50% Series C [Member] | ||||||
Preferred Stock Disclosures [Abstract] | ||||||
Preferred stock, dividend rate, percentage | 6.50% | 6.50% | ||||
Preferred shares of beneficial interest, shares outstanding | 5,000,000 | 5,000,000 | ||||
Share cap on each preferred shares | 2.0325 | |||||
6.375% Series D [Member] | ||||||
Preferred Stock Disclosures [Abstract] | ||||||
Preferred stock, dividend rate, percentage | 6.375% | 6.375% | ||||
Preferred shares of beneficial interest, shares outstanding | 5,000,000 | 5,000,000 | ||||
Share cap on each preferred shares | 1.9794 | |||||
ATMProgram [Member] | ||||||
Common Stock Disclosures [Abstract] | ||||||
March 2014 shelf registration statement maximum amount | $ | $ 175,000 | |||||
September 2012 shelf registration statement maximum amount | $ | $ 170,000 | |||||
Amount available under ATM program | $ | $ 159,800 | |||||
Share Repurchase Program [Member] | ||||||
Common Stock Disclosures [Abstract] | ||||||
Share repurchase program, authorized amount | $ | $ 150,000 | |||||
Share repurchased, shares | 0 | |||||
Remaining authorized repurchase amount | $ | $ 56,600 | |||||
Share Repurchase Program 2 [Member] | ||||||
Common Stock Disclosures [Abstract] | ||||||
Share repurchase program, authorized amount | $ | $ 100,000 |
Equity (Details) - Common Shares [Member] - $ / shares |
3 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Mar. 31, 2018 |
|
Dividends on common shares/units | ||
Dividend per Share/Unit (usd per share) | $ 0.38 | $ 0.38 |
Record Date | Jun. 29, 2018 | Mar. 29, 2018 |
Payable Date | Jul. 16, 2018 | Apr. 16, 2018 |
Equity (Details 1) - $ / shares |
3 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Mar. 31, 2018 |
|
6.50% Series C [Member] | ||
Dividends on preferred shares/units | ||
Dividend per Share (usd per share) | $ 0.41 | $ 0.41 |
Record Date | Jun. 29, 2018 | Mar. 29, 2018 |
Payable Date | Jul. 16, 2018 | Apr. 16, 2018 |
6.375% Series D [Member] | ||
Dividends on preferred shares/units | ||
Dividend per Share (usd per share) | $ 0.40 | $ 0.40 |
Record Date | Jun. 29, 2018 | Mar. 29, 2018 |
Payable Date | Jul. 16, 2018 | Apr. 16, 2018 |
Share-Based Compensation Plan (Details Textual) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 14, 2018
shares
|
Jan. 02, 2018
shares
|
Feb. 15, 2017
shares
|
Jan. 03, 2017
shares
|
Feb. 10, 2016
shares
|
Jan. 06, 2016
shares
|
Jul. 27, 2015
shares
|
Feb. 11, 2015
shares
|
Feb. 04, 2014
shares
|
Dec. 13, 2013
USD ($)
$ / shares
shares
|
Jan. 30, 2013
shares
|
Jun. 30, 2018
USD ($)
shares
|
Jun. 30, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
class
shares
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2017
shares
|
|
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based award vesting period | 6 years | |||||||||||||||
Number of common shares available for issuance under the 2009 Equity Incentive Plan | 1,207,886 | 1,207,886 | ||||||||||||||
Operating Partnership outstanding (shares) | 236,351 | 236,351 | 236,351 | |||||||||||||
LTIP units, vested (shares) | 145,598 | 145,598 | ||||||||||||||
Restricted Stock [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Compensation expense | $ | $ 500 | $ 500 | $ 900 | $ 900 | ||||||||||||
Total unrecognized compensation cost | $ | 3,200 | $ 3,200 | ||||||||||||||
Weighted average remaining vesting period (in years) | 1 year 11 months | |||||||||||||||
Share-based equity award grant (shares) | 52,609 | |||||||||||||||
Number of common shares issued | 61,982 | |||||||||||||||
Restricted Stock [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based award vesting period | 3 years | |||||||||||||||
Restricted Stock [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based award vesting period | 5 years | |||||||||||||||
Performance Shares [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Compensation expense | $ | 1,100 | 1,300 | $ 100 | 1,700 | ||||||||||||
Total unrecognized compensation cost | $ | 6,800 | $ 6,800 | ||||||||||||||
Weighted average remaining vesting period (in years) | 1 year 10 months | |||||||||||||||
Performance Shares [Member] | January 2013 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 72,118 | |||||||||||||||
Performance Shares [Member] | January 2013 [Member] | Officer Awards [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 120,730 | |||||||||||||||
Performance Shares [Member] | January 2013 [Member] | Nonexecutive management award [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 56,562 | |||||||||||||||
Performance Shares [Member] | December 2013 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 252,088 | |||||||||||||||
Performance Shares [Member] | December 2013 [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 0.00% | |||||||||||||||
Performance Shares [Member] | December 2013 [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 200.00% | |||||||||||||||
Performance Shares [Member] | December 2013 - Tranche 1 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 50,418 | |||||||||||||||
Number of common shares issued | 25,134 | |||||||||||||||
Estimated shares expected to vest | 49.00% | |||||||||||||||
Performance Shares [Member] | December 2013 - Tranche 2 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 49,914 | |||||||||||||||
Number of common shares issued | 12,285 | |||||||||||||||
Estimated shares expected to vest | 25.00% | |||||||||||||||
Performance Shares [Member] | December 2013 - Tranche 3 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 49,914 | |||||||||||||||
Number of common shares issued | 72,236 | |||||||||||||||
Estimated shares expected to vest | 145.00% | |||||||||||||||
Performance Shares [Member] | February 2014 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 66,483 | |||||||||||||||
Performance Shares [Member] | February 2014 [Member] | Officer Awards [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 112,782 | |||||||||||||||
Performance Shares [Member] | February 2014 [Member] | Nonexecutive management award [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 25,619 | |||||||||||||||
Performance Shares [Member] | February 2015 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 44,962 | |||||||||||||||
Performance Shares [Member] | February 2015 [Member] | Officer Awards [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 14,089 | |||||||||||||||
Performance Shares [Member] | February 2015 [Member] | Nonexecutive management award [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 2,501 | |||||||||||||||
Performance Shares [Member] | July 2015 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 771 | |||||||||||||||
Performance Shares [Member] | July 2015 [Member] | Nonexecutive management award [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Number of common shares issued | 1,079 | |||||||||||||||
Performance Shares [Member] | February 2016 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 100,919 | |||||||||||||||
Shares expected to vest, not subject to maximum | 17,372 | |||||||||||||||
Performance Shares [Member] | February 2016 [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 0.00% | |||||||||||||||
Performance Shares [Member] | February 2016 [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 200.00% | |||||||||||||||
Performance Shares [Member] | February 2017 [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 81,939 | |||||||||||||||
Performance Shares [Member] | February 2017 [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 0.00% | |||||||||||||||
Performance Shares [Member] | February 2017 [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 200.00% | |||||||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based equity award grant (shares) | 78,918 | |||||||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | Minimum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 0.00% | |||||||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | Maximum [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Estimated shares expected to vest | 200.00% | |||||||||||||||
Long Term Incentive Partnership Units Class B [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Share-based award vesting period | 5 years | |||||||||||||||
LTIP units granted (shares) | 226,882 | |||||||||||||||
Value of LTIP grants per share (usd per share) | $ / shares | $ 29.19 | |||||||||||||||
Grant date fair value of LTIP unit awards | $ | $ 6,623 | |||||||||||||||
Long Term Incentive Partnership Units [Member] | ||||||||||||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||||||||||||
Compensation expense | $ | 300 | $ 300 | $ 600 | $ 600 | ||||||||||||
Total unrecognized compensation cost | $ | $ 1,600 | $ 1,600 | ||||||||||||||
Weighted average remaining vesting period (in years) | 10 months | |||||||||||||||
Classes of LTIP Units | class | 2 |
Share-Based Compensation Plan (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 14, 2018 |
Feb. 15, 2017 |
Feb. 10, 2016 |
Jul. 27, 2015 |
Feb. 11, 2015 |
Feb. 04, 2014 |
Dec. 13, 2013 |
Jan. 30, 2013 |
Jun. 30, 2018 |
||||
Restricted Stock [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Beginning balance | 137,105 | |||||||||||
Unvested shares, Granted | 52,609 | |||||||||||
Vested, shares | (61,982) | |||||||||||
Forfeited, shares | 0 | |||||||||||
Unvested shares, Ending balance | 127,732 | |||||||||||
Unvested weighted average grant date fair value, beginning balance (in usd per share) | $ 30.05 | |||||||||||
Granted, weighted average grant date fair value (in usd per share) | 36.86 | |||||||||||
Vested, weighted average grant date fair value (in usd per share) | 31.35 | |||||||||||
Forfeited, weighted average grant date fair value (in usd per share) | 0.00 | |||||||||||
Unvested weighted average grant date fair value, ending balance (in usd per share) | $ 32.22 | |||||||||||
Performance Shares [Member] | January 2013 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 72,118 | |||||||||||
Performance Shares [Member] | January 2013 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 700 | |||||||||||
Volatility | 31.00% | |||||||||||
Interest Rate | 0.41% | |||||||||||
Dividend Yield | 2.20% | |||||||||||
Performance Shares [Member] | January 2013 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 500 | |||||||||||
Volatility | 31.00% | |||||||||||
Interest Rate | 0.41% | |||||||||||
Dividend Yield | 2.20% | |||||||||||
Performance Shares [Member] | January 2013 [Member] | EBITDA Comparison [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 40.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 700 | |||||||||||
Volatility | 31.00% | |||||||||||
Interest Rate | 0.41% | |||||||||||
Dividend Yield | 2.20% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 252,088 | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 50.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 4,700 | |||||||||||
Volatility | 29.00% | |||||||||||
Dividend Yield | 2.40% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Relative TSR [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Interest Rate | 0.34% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Relative TSR [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Interest Rate | 2.25% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 50.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 2,900 | |||||||||||
Volatility | 29.00% | |||||||||||
Dividend Yield | 2.40% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Absolute TSR [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Interest Rate | 0.34% | |||||||||||
Performance Shares [Member] | December 2013 [Member] | Absolute TSR [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Interest Rate | 2.25% | |||||||||||
Performance Shares [Member] | February 2014 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 66,483 | |||||||||||
Performance Shares [Member] | February 2014 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 700 | |||||||||||
Volatility | 29.00% | |||||||||||
Interest Rate | 0.62% | |||||||||||
Dividend Yield | 2.40% | |||||||||||
Performance Shares [Member] | February 2014 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 500 | |||||||||||
Volatility | 29.00% | |||||||||||
Interest Rate | 0.62% | |||||||||||
Dividend Yield | 2.40% | |||||||||||
Performance Shares [Member] | February 2014 [Member] | EBITDA Comparison [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 40.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 800 | |||||||||||
Volatility | 29.00% | |||||||||||
Interest Rate | 0.62% | |||||||||||
Dividend Yield | 2.40% | |||||||||||
Performance Shares [Member] | February 2015 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 44,962 | |||||||||||
Performance Shares [Member] | February 2015 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 900 | |||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 1.02% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | February 2015 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 40.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 700 | |||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 1.02% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | February 2015 [Member] | EBITDA Comparison [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 700 | |||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 1.02% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | July 2015 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 771 | |||||||||||
Performance Shares [Member] | July 2015 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | [1] | $ 0 | ||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 0.68% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | July 2015 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 40.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | [1] | $ 0 | ||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 0.68% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | July 2015 [Member] | EBITDA Comparison [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 30.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | [1] | $ 0 | ||||||||||
Volatility | 22.00% | |||||||||||
Interest Rate | 0.68% | |||||||||||
Dividend Yield | 2.50% | |||||||||||
Performance Shares [Member] | February 2016 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 100,919 | |||||||||||
Performance Shares [Member] | February 2016 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 70.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 1,600 | |||||||||||
Volatility | 25.00% | |||||||||||
Interest Rate | 0.71% | |||||||||||
Dividend Yield | 3.00% | |||||||||||
Performance Shares [Member] | February 2016 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 15.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 200 | |||||||||||
Volatility | 25.00% | |||||||||||
Interest Rate | 0.71% | |||||||||||
Dividend Yield | 3.00% | |||||||||||
Performance Shares [Member] | February 2016 [Member] | EBITDA Comparison [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 15.00% | |||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 400 | |||||||||||
Volatility | 25.00% | |||||||||||
Interest Rate | 0.71% | |||||||||||
Dividend Yield | 3.00% | |||||||||||
Performance Shares [Member] | February 2017 [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 81,939 | |||||||||||
Performance Shares [Member] | February 2017 [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 65.00% | |||||||||||
Performance Shares [Member] | February 2017 [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 35.00% | |||||||||||
Performance Shares [Member] | February 2017 [Member] | Relative & Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 2,700 | |||||||||||
Volatility | 28.00% | |||||||||||
Interest Rate | 1.27% | |||||||||||
Dividend Yield | 5.60% | |||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | ||||||||||||
Summary of restricted share activity | ||||||||||||
Unvested shares, Granted | 78,918 | |||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | Relative TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 65.00% | |||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Percentage of Total Award | 35.00% | |||||||||||
Performance Shares [Member] | February 2018 [Member] [Member] | Relative & Absolute TSR [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||
Grant Date Fair Value by Component ($ in millions) | $ 3,500 | |||||||||||
Volatility | 28.00% | |||||||||||
Interest Rate | 2.37% | |||||||||||
Dividend Yield | 4.70% | |||||||||||
|
Income Taxes (Details Textual) |
6 Months Ended |
---|---|
Jun. 30, 2018 | |
PHL [Member] | |
Income Taxes [Line Items] | |
Estimated Effective Tax Rate Combined Federal And State | 30.00% |
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Numerator: | ||||
Net income (loss) Attributable to common shareholders | $ 54,079 | $ 39,488 | $ 74,465 | $ 49,499 |
Less: dividends paid on unvested share-based compensation | (83) | (104) | (166) | (207) |
Undistributed earnings attributable to share based compensation | (88) | (52) | (69) | 0 |
Net income (loss) available to common shareholders | $ 53,908 | $ 39,332 | $ 74,230 | $ 49,292 |
Denominator: | ||||
Weighted-average number of common shares-basic (shares) | 68,912,185 | 69,168,788 | 68,894,413 | 70,383,149 |
Effect of dilutive share-based compensation (shares) | 292,386 | 299,566 | 332,685 | 323,653 |
Weighted-average number of common shares-diluted (shares) | 69,204,571 | 69,468,354 | 69,227,098 | 70,706,802 |
Net income (loss) per share available to common shareholders, basic (usd per share) | $ 0.78 | $ 0.57 | $ 1.08 | $ 0.70 |
Net income (loss) per share available to common shareholders, diluted (in usd per share) | $ 0.78 | $ 0.57 | $ 1.07 | $ 0.70 |
Antidilutive securities excluded from computation of earnings per share, amount (shares) | 83,130 | 17,758 | 4,212 | 18,394 |
Commitments and Contingencies (Details Textual) $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
Jun. 30, 2018
USD ($)
hotel_room
|
Jun. 30, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
hotel_room
extension_option
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Management Agreements [Line Items] | ||||||
Combined base and incentive management fees | $ 6,100 | $ 6,100 | $ 11,400 | $ 11,500 | ||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Reserve funds allowed for hotel maintenance from hotel revenue | 4.00% | |||||
Restricted cash | $ 8,263 | $ 8,263 | $ 7,123 | |||
Total number of guest rooms | hotel_room | 6,973 | 6,973 | ||||
Ground rent expense | $ 3,400 | $ 3,400 | $ 6,500 | $ 6,600 | ||
Hotel Zeppelin San Francisco [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Number of guest rooms, leasehold interest | hotel_room | 64 | |||||
Total number of guest rooms | hotel_room | 196 | 196 | ||||
Monaco Washington DC [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2059 | |||||
Base rent | $ 200 | |||||
Argonaut Hotel [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2059 | |||||
Base rent | $ 1,300 | |||||
Hotel Zelos San Francisco [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2097 | |||||
Hotel Zephyr Fisherman's Wharf [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Base rent | $ 100 | |||||
Hotel Zephyr Fisherman's Wharf [Member] | Primary lease [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2062 | |||||
Ground lease percentage rent on hotel revenues | 5.00% | |||||
Ground lease percentage rent on retail revenues | 7.50% | |||||
Ground lease percentage rent on hotel revenues | 6.00% | |||||
Ground lease percentage rent on retail and parking revenues | 7.50% | |||||
Hotel Zeppelin San Francisco [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2059 | |||||
Base rent | $ 500 | |||||
Ground lease extension option | 30 years | |||||
Number of extension options | extension_option | 1 | |||||
Hotel Palomar Los Angeles - Beverly Hills [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2107 | |||||
Base rent | $ 3,800 | |||||
Ground lease extension option | 5 years | |||||
Number of extension options | extension_option | 19 | |||||
Union Station Hotel Nashville [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Ground lease expiry period | 2105 | |||||
Base rent | $ 100 | |||||
Minimum [Member] | ||||||
Management Agreements [Line Items] | ||||||
Terms of management agreements not including renewals | 5 years | |||||
Terms of management agreements including renewals | 5 years | |||||
Termination fees range | 0 | |||||
Base management fee from hotel revenues | 2.00% | |||||
Minimum [Member] | Hotel Zelos San Francisco [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Base rent increase | 2.00% | |||||
Maximum [Member] | ||||||
Management Agreements [Line Items] | ||||||
Terms of management agreements not including renewals | 21 years | |||||
Terms of management agreements including renewals | 52 years | |||||
Termination fees range | 4 | |||||
Base management fee from hotel revenues | 4.00% | |||||
Maximum [Member] | Hotel Zelos San Francisco [Member] | ||||||
Commitments and Contingencies (Textual) [Abstract] | ||||||
Base rent increase | 4.00% |
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Non Cash Investing and Financing Information [Line Items] | |||
Interest paid, net of capitalized interest | $ 18,729 | $ 17,871 | |
Income taxes paid | 99 | 540 | |
Distributions payable on shares/units | 31,429 | $ 31,823 | |
Issuance of common shares for Board of Trustees compensation | 662 | 503 | |
Accrued additions and improvements to hotel properties | 1,566 | 514 | |
Write-off of deferred financing costs | 0 | 776 | |
Common Shares [Member] | |||
Non Cash Investing and Financing Information [Line Items] | |||
Distributions payable on shares/units | 27,987 | 28,066 | |
Preferred Shares [Member] | |||
Non Cash Investing and Financing Information [Line Items] | |||
Distributions payable on shares/units | $ 3,442 | $ 3,442 |
IT0(Y>
M&KD*4(5C&4\ 142R06N$97%Q0!LV :1=@%P+2M)!V4>UKFA(C4A@%*QR-H@R
M@^L)M@"D/4!4T4#'XZM(29HV@"E=(">R1@[M^MVLSF7AZ$]1RY*6K6?./5LT
MK'0!KO!>3S3-61,*:5MKQ'&@.&!/"/L3T@8E2O-&VB^XZ.2HK1!FU"R: BRD
M*&=N#;#"!!KH/\8FA;5)B<(,E:S]@I?+"&"2L -3P)#<1=7O9W0N"3L3ULXD
M2F?"VB- 1E_72/33-\<[SZLU!%&D]DT=1MK_L
M9%6D37M9[;WZ6(ETVP<5N4>^'WE%FI7N:M'?>ZE6"WEJ\JP4+Y53GXHBK?Y;
MBUR>ERYSWV]\S?:'IKOAK1;'="^^B>:?XTO57GF7+-NL$&6=R=*IQ&[IWK.[
M9QYW 3WBWTR GQQ&N]JC4,E%ZZ=@?*D+G 1!(*!R@8'YY0KW($0@
M\C)^SYQX21F Z_T+^Z=8NZ_EPBS<:_&+UZXK\$>,:FC8(-RC'C_#7$^&T5S\
M5[B"\.%!B<]1:6'C%U6#=5K.+%Z*9,_3RE5 ;[VOWN5YTRK9_!6 =*-_\![HJXY;ZT.#B9-;2()2[?Z92W;U);&LRQ2$(19
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M'Y3"]5(4KM9!6'=I_=E7M!3_:1_P>;),,YP3[C.K2:RC:KOD:(^ -&Y[L W> R_ (1WCWF^<$=&='N3E\$5D!H*"'J.KAE JU]@^P@\\W GN-W.
M4%"N4L;8%9VUA1?BG2ZUS 4'_9"LD/ZQ$%!_Y?M224[DR8(7@-D1FZGW/
MPA/O#M3WI@K.V(IXY\5;[[V4NYLL)Y= -,<
KQ,DJP1))$C^6^):S,U?2=BBIQIL':?)D<+T;9SDA7<>V#L>W^1W^#CM
MWX2M9>O(V7A\V=C_RA@/*&5SA2/4X >;#065#\=;/-MQS$;#FV[Z06S^QOD'
M4$L#!!0 ( &V!^4R'_'.FN $ -(# 9 >&PO=V]R:W-H965T
-[
M")ZO*3!^J"8 /J[JFP8UTTV"V_F:#S?P'A[.I<:TZNHE/2.G<6'DF.Y5!\*L
M#3D67):CL5IW.1,H+YS.^A0,YL"P_@H&BZJ'N
-G<8V*K9Z9X IQ*/\+4+*)3@4D/#*Z C%-VHYQB^'[!/I#Z&S<4AF\83*??
M41BNZI@!*JB9&F:G!C%TRQ-<_K%=_ZW[$-L5.R3(VBD;A7ULR?%&G5,AJGW;
M]];.1IY*U21MM#KTUO>DZ;R,]1C/5AA87^/90]
1:/< G.>>:V#F[",O<0H@_X
M+I,Q]QC"_66 80IA(%$3@D5PG(!\Q$&$XP3D;E/@E@$ 8LS^\&% HL]Y />)
M\SA.>@Y2-:$>$3A5.1OA/,\'![>2 ^>!
=K=36<'JGO316
- # OR#IY#H_1IPN$*9EOA>Q]K]#O[Q\ ',&KO'B,BT4- J]!
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MTB9./(*T ;PU$Y1&NSU'3_"#@CS":_VV=Q+_E?J&!?!F]GTZ7-M2+!^'OW 5X
M&/9&N+TF&;U\2#>PS TZ%@[LZK1W#Z#I?0,*-@Y!-"P@OU2+_Y^^+/8[_5N#
M!YI>#H.9EEE@W[LDKIG-3APOR4B2WE!X28TA%LLX:[&0VK^%@6'$RKIZ@Z[=
MK-*(Q)05BCRQ'V&[R-B]V*MVW,
MN:F) ZEH%#C!]_,J1YM,K]N=(AG/-T VJRV:9=$[MMH!+@ DBT3LT9_9UEDC
MW, 9YR2+;(H4B'6ZVG&LR6^@M7R$FZ.D%-!84@Y4>4PK/*X@66^ :*?"N?'Y
M)3SW&._@_L4EJN5,_,M.<$4X[_I=0]LR$>2/J$7W)KR^4B:!C9'1]SX8A=-Q
M/UAN<1< U#4,>@>OR]-H2U/[@-7CP/
C38Y$(V .)]DO^O12*!YIV6T]3*4=06@UR3*4II
MI Y!<<$$2G::/)9DDS&>IK+1/T[ZC4EI>@1ZA Y-I1\CTS"A8?.TF&_7Z-)D
M]8JLC0F3(4<0=2Y[;4[<(2I%,[ZDF(5!*LY+,Z