Maryland | 20-1180098 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) | |
3 Bethesda Metro Center, Suite 1500, Bethesda, Maryland | 20814 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
Emerging growth company o | (Do not check if a smaller reporting company) |
Page No. | |
Condensed Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016 | |
Item I. | Financial Statements |
June 30, 2017 | December 31, 2016 | ||||||
ASSETS | |||||||
Property and equipment, net | $ | 2,739,193 | $ | 2,646,676 | |||
Restricted cash | 41,481 | 46,069 | |||||
Due from hotel managers | 99,150 | 77,928 | |||||
Favorable lease assets, net | 26,902 | 18,013 | |||||
Prepaid and other assets | 40,640 | 37,682 | |||||
Cash and cash equivalents | 149,645 | 243,095 | |||||
Total assets | $ | 3,097,011 | $ | 3,069,463 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Liabilities: | |||||||
Mortgage debt, net of unamortized debt issuance costs | $ | 645,798 | $ | 821,167 | |||
Term loans, net of unamortized debt issuance costs | 297,922 | 99,372 | |||||
Total debt | 943,720 | 920,539 | |||||
Deferred income related to key money, net | 19,025 | 20,067 | |||||
Unfavorable contract liabilities, net | 71,690 | 72,646 | |||||
Deferred ground rent | 83,576 | 80,509 | |||||
Due to hotel managers | 63,774 | 58,294 | |||||
Dividends declared and unpaid | 25,548 | 25,567 | |||||
Accounts payable and accrued expenses | 54,936 | 55,054 | |||||
Total liabilities | 1,262,269 | 1,232,676 | |||||
Stockholders’ Equity: | |||||||
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
Common stock, $0.01 par value; 400,000,000 shares authorized; 200,305,232 and 200,200,902 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 2,003 | 2,002 | |||||
Additional paid-in capital | 2,058,380 | 2,055,365 | |||||
Accumulated deficit | (225,641 | ) | (220,580 | ) | |||
Total stockholders’ equity | 1,834,742 | 1,836,787 | |||||
Total liabilities and stockholders’ equity | $ | 3,097,011 | $ | 3,069,463 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
Rooms | $ | 177,483 | $ | 186,113 | $ | 315,315 | $ | 335,556 | |||||||
Food and beverage | 52,762 | 57,407 | 97,540 | 107,781 | |||||||||||
Other | 13,027 | 13,144 | 26,627 | 26,361 | |||||||||||
Total revenues | 243,272 | 256,664 | 439,482 | 469,698 | |||||||||||
Operating Expenses: | |||||||||||||||
Rooms | 41,565 | 43,257 | 78,466 | 81,971 | |||||||||||
Food and beverage | 33,064 | 35,265 | 62,530 | 68,615 | |||||||||||
Management fees | 6,949 | 8,772 | 12,961 | 15,381 | |||||||||||
Other hotel expenses | 78,608 | 79,524 | 150,267 | 158,453 | |||||||||||
Depreciation and amortization | 25,585 | 25,005 | 49,948 | 50,126 | |||||||||||
Hotel acquisition costs | 22 | — | 2,273 | — | |||||||||||
Corporate expenses | 6,828 | 6,736 | 13,090 | 12,736 | |||||||||||
Total operating expenses, net | 192,621 | 198,559 | 369,535 | 387,282 | |||||||||||
Operating profit | 50,651 | 58,105 | 69,947 | 82,416 | |||||||||||
Interest and other income, net | (192 | ) | (68 | ) | (551 | ) | (118 | ) | |||||||
Interest expense | 9,585 | 11,074 | 19,098 | 22,738 | |||||||||||
Loss on early extinguishment of debt | 274 | — | 274 | — | |||||||||||
Gain on sale of hotel properties | — | (8,121 | ) | — | (8,121 | ) | |||||||||
Total other expenses, net | 9,667 | 2,885 | 18,821 | 14,499 | |||||||||||
Income before income taxes | 40,984 | 55,220 | 51,126 | 67,917 | |||||||||||
Income tax expense | (4,389 | ) | (11,045 | ) | (5,644 | ) | (6,964 | ) | |||||||
Net income | $ | 36,595 | $ | 44,175 | $ | 45,482 | $ | 60,953 | |||||||
Earnings per share: | |||||||||||||||
Basic earnings per share | $ | 0.18 | $ | 0.22 | $ | 0.23 | $ | 0.30 | |||||||
Diluted earnings per share | $ | 0.18 | $ | 0.22 | $ | 0.23 | $ | 0.30 |
Six Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 45,482 | $ | 60,953 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 49,948 | 50,126 | |||||
Corporate asset depreciation as corporate expenses | 32 | 34 | |||||
Gain on sale of hotel properties | — | (8,121 | ) | ||||
Loss on early extinguishment of debt | 274 | — | |||||
Non-cash ground rent | 3,164 | 2,662 | |||||
Amortization of debt issuance costs | 1,028 | 1,215 | |||||
Amortization of favorable and unfavorable contracts, net | (956 | ) | (956 | ) | |||
Amortization of deferred income related to key money | (1,042 | ) | (1,434 | ) | |||
Stock-based compensation | 3,340 | 3,363 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | (3,261 | ) | (5,983 | ) | |||
Restricted cash | 3,986 | 3,664 | |||||
Due to/from hotel managers | (20,258 | ) | (12,637 | ) | |||
Accounts payable and accrued expenses | 5,623 | 1,720 | |||||
Net cash provided by operating activities | 87,360 | 94,606 | |||||
Cash flows from investing activities: | |||||||
Hotel capital expenditures | (60,403 | ) | (54,096 | ) | |||
Hotel acquisitions | (93,795 | ) | — | ||||
Net proceeds from sale of hotel properties | — | 118,309 | |||||
Change in restricted cash | 2,094 | 3,529 | |||||
Net cash (used in) provided by investing activities | (152,104 | ) | 67,742 | ||||
Cash flows from financing activities: | |||||||
Scheduled mortgage debt principal payments | (5,870 | ) | (5,678 | ) | |||
Repayments of mortgage debt | (170,368 | ) | (249,793 | ) | |||
Proceeds from senior unsecured term loan | 200,000 | 100,000 | |||||
Draws on senior unsecured credit facility | — | 75,000 | |||||
Repayments of senior unsecured credit facility | — | (75,000 | ) | ||||
Payment of financing costs | (1,579 | ) | (2,740 | ) | |||
Payment of cash dividends | (50,360 | ) | (50,488 | ) | |||
Repurchase of common stock | (529 | ) | (685 | ) | |||
Net cash used in financing activities | (28,706 | ) | (209,384 | ) | |||
Net decrease in cash and cash equivalents | (93,450 | ) | (47,036 | ) | |||
Cash and cash equivalents, beginning of period | 243,095 | 213,584 | |||||
Cash and cash equivalents, end of period | $ | 149,645 | $ | 166,548 |
Supplemental Disclosure of Cash Flow Information: | |||||||
Cash paid for interest | $ | 18,015 | $ | 22,407 | |||
Cash paid for income taxes | $ | 1,770 | $ | 1,203 | |||
Non-cash Investing and Financing Activities: | |||||||
Unpaid dividends | $ | 25,548 | $ | 25,583 |
1. | Organization |
2. | Summary of Significant Accounting Policies |
3. | Property and Equipment |
June 30, 2017 | December 31, 2016 | ||||||
Land | $ | 602,879 | $ | 553,769 | |||
Land improvements | 7,994 | 7,994 | |||||
Buildings and site improvements | 2,438,245 | 2,355,871 | |||||
Furniture, fixtures and equipment | 468,078 | 428,991 | |||||
Construction in progress | 7,180 | 35,253 | |||||
3,524,376 | 3,381,878 | ||||||
Less: accumulated depreciation | (785,183 | ) | (735,202 | ) | |||
$ | 2,739,193 | $ | 2,646,676 |
June 30, 2017 | December 31, 2016 | ||||||
Westin Boston Waterfront Hotel Ground Lease | $ | 17,751 | $ | 17,859 | |||
Orchards Inn Sedona Annex Sublease | 9,013 | — | |||||
Lexington Hotel New York Tenant Leases | 138 | 154 | |||||
$ | 26,902 | $ | 18,013 |
Payment Date | Record Date | Dividend per Share | ||||
January 12, 2017 | December 30, 2016 | $ | 0.125 | |||
April 12, 2017 | March 31, 2017 | $ | 0.125 | |||
July 12, 2017 | June 30, 2017 | $ | 0.125 |
Number of Shares | Weighted- Average Grant Date Fair Value | |||||
Unvested balance at January 1, 2017 | 567,540 | $ | 10.62 | |||
Granted | 320,866 | 11.20 | ||||
Vested | (244,411 | ) | 11.29 | |||
Forfeited | (16,669 | ) | 10.80 | |||
Unvested balance at June 30, 2017 | 627,326 | $ | 10.65 |
Number of Target Units | Weighted- Average Grant Date Fair Value | |||||
Unvested balance at January 1, 2017 | 686,684 | $ | 10.65 | |||
Granted | 266,009 | 11.04 | ||||
Additional units from dividends | 16,312 | 11.09 | ||||
Vested (1) | (200,374 | ) | 12.15 | |||
Unvested balance at June 30, 2017 | 768,631 | $ | 10.40 |
(1) | There was no payout of shares of our common stock for PSUs that vested on February 27, 2017, as our total stockholder return fell below the 30th percentile of the total stockholder returns of the peer group over the three-year performance period. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Numerator: | |||||||||||||||
Net income | $ | 36,595 | $ | 44,175 | $ | 45,482 | $ | 60,953 | |||||||
Denominator: | |||||||||||||||
Weighted-average number of common shares outstanding—basic | 200,810,323 | 201,273,767 | 200,732,639 | 201,133,321 | |||||||||||
Effect of dilutive securities: | |||||||||||||||
Unvested restricted common stock | 99,677 | — | 165,483 | 81,513 | |||||||||||
Shares related to unvested PSUs | 831,394 | 553,617 | 831,394 | 553,617 | |||||||||||
Weighted-average number of common shares outstanding—diluted | 201,741,394 | 201,827,384 | 201,729,516 | 201,768,451 | |||||||||||
Earnings per share: | |||||||||||||||
Basic earnings per share | $ | 0.18 | $ | 0.22 | $ | 0.23 | $ | 0.30 | |||||||
Diluted earnings per share | $ | 0.18 | $ | 0.22 | $ | 0.23 | $ | 0.30 |
Property | Principal Balance | Interest Rate | Maturity Date | |||||
Salt Lake City Marriott Downtown | $ | 57,523 | 4.25% | November 2020 | ||||
Westin Washington D.C. City Center | 65,847 | 3.99% | January 2023 | |||||
The Lodge at Sonoma, a Renaissance Resort & Spa | 28,585 | 3.96% | April 2023 | |||||
Westin San Diego | 65,571 | 3.94% | April 2023 | |||||
Courtyard Manhattan / Midtown East | 84,761 | 4.40% | August 2024 | |||||
Renaissance Worthington | 84,878 | 3.66% | May 2025 | |||||
JW Marriott Denver at Cherry Creek | 64,051 | 4.33% | July 2025 | |||||
Boston Westin | 199,765 | 4.36% | November 2025 | |||||
Unamortized debt issuance costs | (5,183 | ) | ||||||
Total mortgage debt, net of unamortized debt issuance costs | 645,798 | |||||||
Unsecured term loan | 100,000 | LIBOR + 1.45% (1) | May 2021 | |||||
Unsecured term loan | 200,000 | LIBOR + 1.45% (2) | April 2022 | |||||
Unamortized debt issuance costs | (2,078 | ) | ||||||
Unsecured term loan, net of unamortized debt issuance costs | 297,922 | |||||||
Senior unsecured credit facility | — | LIBOR + 1.50% | May 2020 (3) | |||||
Total debt, net of unamortized debt issuance costs | $ | 943,720 | ||||||
Weighted-Average Interest Rate | 3.69% |
(1) | The interest rate as of June 30, 2017 was 2.51%. |
(2) | The interest rate as of June 30, 2017 was 2.50%. |
(3) | The credit facility may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. |
Leverage Ratio | Applicable Margin | ||
Less than or equal to 35% | 1.50 | % | |
Greater than 35% but less than or equal to 45% | 1.65 | % | |
Greater than 45% but less than or equal to 50% | 1.80 | % | |
Greater than 50% but less than or equal to 55% | 2.00 | % | |
Greater than 55% | 2.25 | % |
Actual at | |||
Covenant | June 30, 2017 | ||
Maximum leverage ratio (1) | 60% | 25.0% | |
Minimum fixed charge coverage ratio (2) | 1.50x | 4.62x | |
Minimum tangible net worth (3) | $1.91 billion | $2.59 billion | |
Secured recourse indebtedness | Less than 45% of Total Asset Value | 21.1% |
(1) | Leverage ratio is net indebtedness, as defined in the credit agreement, divided by total asset value, defined in the credit agreement as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate. |
(2) | Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the credit agreement as EBITDA less FF&E reserves, for the most recently ending 12 months, to fixed charges, which is defined in the credit agreement as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same most recently ending 12-month period. |
(3) | Tangible net worth, as defined in the credit agreement, is (i) total gross book value of all assets, exclusive of depreciation and amortization, less intangible assets, total indebtedness, and all other liabilities, plus (ii) 75% of net proceeds from future equity issuances. |
Leverage Ratio | Applicable Margin | ||
Less than or equal to 35% | 1.45 | % | |
Greater than 35% but less than or equal to 45% | 1.60 | % | |
Greater than 45% but less than or equal to 50% | 1.75 | % | |
Greater than 50% but less than or equal to 55% | 1.95 | % | |
Greater than 55% | 2.20 | % |
L'Auberge de Sedona | Orchards Inn Sedona | |||||||
Land | $ | 39,384 | $ | 9,726 | ||||
Building and improvements | 22,204 | 10,180 | ||||||
Furnitures, fixtures and equipment | 4,376 | 1,982 | ||||||
Total fixed assets | 65,964 | 21,888 | ||||||
Favorable lease asset | — | 9,065 | ||||||
Other assets and liabilities, net | (2,710 | ) | (412 | ) | ||||
Total | $ | 63,254 | $ | 30,541 |
Three Months Ended June 30 | Six Months Ended June 30 | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues | $ | 243,272 | $ | 264,530 | $ | 442,904 | $ | 482,929 | |||||||
Net income | $ | 36,595 | $ | 45,536 | $ | 45,207 | $ | 62,345 | |||||||
Earnings per share: | |||||||||||||||
Basic earnings per share | $ | 0.18 | $ | 0.23 | $ | 0.23 | $ | 0.31 | |||||||
Diluted earnings per share | $ | 0.18 | $ | 0.23 | $ | 0.22 | $ | 0.31 |
June 30, 2017 | December 31, 2016 | ||||||||||||||
Carrying Amount (1) | Fair Value | Carrying Amount (1) | Fair Value | ||||||||||||
Debt | $ | 943,720 | $ | 958,871 | $ | 920,539 | $ | 906,156 |
(1) | The carrying amount of debt is net of unamortized debt issuance costs. |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• | Occupancy percentage; |
• | Average Daily Rate (or ADR); |
• | Revenue per Available Room (or RevPAR); |
• | Earnings Before Interest, Income Taxes, Depreciation and Amortization (or EBITDA) and Adjusted EBITDA; and |
• | Funds From Operations (or FFO) and Adjusted FFO. |
Property | Location | Number of Rooms | Occupancy (%) | ADR($) | RevPAR($) | % Change from 2016 RevPAR (1) | |||||||||||||
Chicago Marriott Downtown | Chicago, Illinois | 1,200 | 65.9 | % | $ | 213.45 | $ | 140.71 | 4.9 | % | |||||||||
Westin Boston Waterfront Hotel | Boston, Massachusetts | 793 | 77.8 | % | 250.32 | 194.85 | 4.2 | % | |||||||||||
Lexington Hotel New York | New York, New York | 725 | 91.2 | % | 218.18 | 198.91 | 2.8 | % | |||||||||||
Salt Lake City Marriott Downtown | Salt Lake City, Utah | 510 | 78.9 | % | 165.26 | 130.31 | 17.6 | % | |||||||||||
Renaissance Worthington | Fort Worth, Texas | 504 | 78.1 | % | 184.07 | 143.73 | 9.8 | % | |||||||||||
Frenchman’s Reef & Morning Star Marriott Beach Resort | St. Thomas, U.S. Virgin Islands | 502 | 88.2 | % | 306.95 | 270.82 | 6.5 | % | |||||||||||
Westin San Diego | San Diego, California | 436 | 85.0 | % | 197.50 | 167.87 | 6.4 | % | |||||||||||
Westin Fort Lauderdale Beach Resort | Fort Lauderdale, Florida | 432 | 90.3 | % | 213.57 | 192.82 | (9.1 | )% | |||||||||||
Westin Washington, D.C. City Center | Washington, D.C. | 410 | 86.6 | % | 241.03 | 208.68 | 3.6 | % | |||||||||||
Hilton Boston Downtown | Boston, Massachusetts | 403 | 83.2 | % | 273.08 | 227.24 | 1.4 | % | |||||||||||
Vail Marriott Mountain Resort & Spa | Vail, Colorado | 344 | 73.2 | % | 326.95 | 239.43 | 5.4 | % | |||||||||||
Marriott Atlanta Alpharetta | Atlanta, Georgia | 318 | 76.4 | % | 171.24 | 130.82 | 0.6 | % | |||||||||||
Courtyard Manhattan/Midtown East | New York, New York | 321 | 87.7 | % | 235.75 | 206.80 | (4.8 | )% | |||||||||||
The Gwen Chicago | Chicago, Illinois | 311 | 64.7 | % | 216.58 | 140.14 | (0.8 | )% | |||||||||||
Hilton Garden Inn Times Square Central | New York, New York | 282 | 96.6 | % | 216.35 | 209.01 | (1.3 | )% | |||||||||||
Bethesda Marriott Suites | Bethesda, Maryland | 272 | 76.7 | % | 178.58 | 137.04 | 8.8 | % | |||||||||||
Hilton Burlington | Burlington, Vermont | 258 | 75.9 | % | 152.25 | 115.56 | (2.9 | )% | |||||||||||
JW Marriott Denver at Cherry Creek | Denver, Colorado | 196 | 78.8 | % | 257.69 | 203.12 | (4.0 | )% | |||||||||||
Courtyard Manhattan/Fifth Avenue | New York, New York | 189 | 87.1 | % | 239.82 | 208.99 | 1.8 | % | |||||||||||
Sheraton Suites Key West | Key West, Florida | 184 | 93.0 | % | 270.15 | 251.11 | (3.1 | )% | |||||||||||
The Lodge at Sonoma, a Renaissance Resort & Spa | Sonoma, California | 182 | 57.4 | % | 295.91 | 169.74 | (19.8 | )% | |||||||||||
Courtyard Denver Downtown | Denver, Colorado | 177 | 77.4 | % | 202.48 | 156.81 | (1.8 | )% | |||||||||||
Renaissance Charleston | Charleston, South Carolina | 166 | 74.9 | % | 256.02 | 191.71 | (7.5 | )% | |||||||||||
Shorebreak Hotel | Huntington Beach, California | 157 | 72.5 | % | 222.24 | 161.05 | (6.9 | )% | |||||||||||
Inn at Key West | Key West, Florida | 106 | 78.8 | % | 213.30 | 168.15 | (18.7 | )% | |||||||||||
Hotel Rex | San Francisco, California | 94 | 79.4 | % | 224.58 | 178.34 | (10.6 | )% | |||||||||||
L'Auberge de Sedona (2) | Sedona, Arizona | 88 | 77.0 | % | 544.87 | 419.70 | 34.2 | % | |||||||||||
Orchards Inn Sedona (2) | Sedona, Arizona | 70 | 80.7 | % | 230.52 | 186.11 | 17.4 | % | |||||||||||
TOTAL/WEIGHTED AVERAGE | 9,630 | 79.6 | % | $ | 229.55 | $ | 182.66 | 2.0 | % |
Three Months Ended June 30, | ||||||||||
2017 | 2016 | % Change | ||||||||
Rooms | $ | 177.5 | $ | 186.1 | (4.6 | )% | ||||
Food and beverage | 52.8 | 57.4 | (8.0 | )% | ||||||
Other | 13.0 | 13.2 | (1.5 | )% | ||||||
Total revenues | $ | 243.3 | $ | 256.7 | (5.2 | )% |
Three Months Ended June 30, | ||||||||||
2017 | 2016 | % Change | ||||||||
Occupancy % | 85.0 | % | 85.4 | % | (0.4) percentage points | |||||
ADR | $ | 239.00 | $ | 233.36 | 2.4 | % | ||||
RevPAR | $ | 203.21 | $ | 199.22 | 2.0 | % |
Three Months Ended June 30, | ||||||||||
2017 | 2016 | % Change (B)/W | ||||||||
Rooms departmental expenses | $ | 41.6 | $ | 43.3 | (3.9 | )% | ||||
Food and beverage departmental expenses | 33.1 | 35.3 | (6.2 | ) | ||||||
Other departmental expenses | 3.1 | 3.1 | — | |||||||
General and administrative | 19.5 | 20.6 | (5.3 | ) | ||||||
Utilities | 6.1 | 6.5 | (6.2 | ) | ||||||
Repairs and maintenance | 8.9 | 9.2 | (3.3 | ) | ||||||
Sales and marketing | 15.6 | 16.9 | (7.7 | ) | ||||||
Franchise fees | 6.0 | 5.7 | 5.3 | |||||||
Base management fees | 5.8 | 6.3 | (7.9 | ) | ||||||
Incentive management fees | 1.1 | 2.5 | (56.0 | ) | ||||||
Property taxes | 13.9 | 10.7 | 29.9 | |||||||
Other fixed charges | 2.8 | 3.0 | (6.7 | ) | ||||||
Ground rent—Contractual | 1.1 | 2.4 | (54.2 | ) | ||||||
Ground rent—Non-cash | 1.6 | 1.3 | 23.1 | |||||||
Total hotel operating expenses | $ | 160.2 | $ | 166.8 | (4.0 | )% |
Three Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Mortgage debt interest | $ | 7.4 | $ | 9.7 | |||
Term loan interest | 1.5 | 0.3 | |||||
Credit facility interest and unused fees | 0.2 | 0.4 | |||||
Amortization of deferred financing costs and debt premium | 0.5 | 0.6 | |||||
Interest rate cap fair value adjustment | — | 0.1 | |||||
$ | 9.6 | $ | 11.1 |
Six Months Ended June 30, | ||||||||||
2017 | 2016 | % Change | ||||||||
Rooms | $ | 315.4 | $ | 335.5 | (6.0 | )% | ||||
Food and beverage | 97.5 | 107.8 | (9.6 | )% | ||||||
Other | 26.6 | 26.4 | 0.8 | % | ||||||
Total revenues | $ | 439.5 | $ | 469.7 | (6.4 | )% |
Six Months Ended June 30, | ||||||||||
2017 | 2016 | % Change | ||||||||
Occupancy % | 79.6 | % | 79.4 | % | 0.2 percentage points | |||||
ADR | $ | 229.16 | $ | 225.89 | 1.4 | % | ||||
RevPAR | $ | 182.48 | $ | 179.27 | 1.8 | % |
Six Months Ended June 30, | ||||||||||
2017 | 2016 | % Change (B)/W | ||||||||
Rooms departmental expenses | $ | 78.5 | $ | 82.0 | (4.3 | )% | ||||
Food and beverage departmental expenses | 62.5 | 68.6 | (8.9 | ) | ||||||
Other departmental expenses | 6.1 | 6.2 | (1.6 | ) | ||||||
General and administrative | 37.5 | 40.3 | (6.9 | ) | ||||||
Utilities | 12.1 | 13.3 | (9.0 | ) | ||||||
Repairs and maintenance | 17.6 | 18.5 | (4.9 | ) | ||||||
Sales and marketing | 29.4 | 32.6 | (9.8 | ) | ||||||
Franchise fees | 11.0 | 11.0 | — | |||||||
Base management fees | 10.4 | 11.6 | (10.3 | ) | ||||||
Incentive management fees | 2.6 | 3.8 | (31.6 | ) | ||||||
Property taxes | 26.1 | 22.9 | 14.0 | |||||||
Other fixed charges | 5.3 | 6.1 | (13.1 | ) | ||||||
Ground rent—Contractual | 2.0 | 4.9 | (59.2 | ) | ||||||
Ground rent—Non-cash | 3.1 | 2.6 | 19.2 | |||||||
Total hotel operating expenses | $ | 304.2 | $ | 324.4 | (6.2 | )% |
Six Months Ended June 30, | |||||||
2017 | 2016 | ||||||
Mortgage debt interest | $ | 15.5 | $ | 20.3 | |||
Term loan interest | 2.1 | 0.3 | |||||
Credit facility interest and unused fees | 0.5 | 0.8 | |||||
Amortization of deferred financing costs and debt premium | 1.0 | 1.2 | |||||
Interest rate cap fair value adjustment | — | 0.1 | |||||
$ | 19.1 | $ | 22.7 |
• | 90% of our REIT taxable income determined without regard to the dividends paid deduction and excluding net capital gains, plus |
• | 90% of the excess of our net income from foreclosure property over the tax imposed on such income by the Code, minus |
• | any excess non-cash income. |
Payment Date | Record Date | Dividend per Share | ||||
January 12, 2017 | December 30, 2016 | $ | 0.125 | |||
April 12, 2017 | March 31, 2017 | $ | 0.125 | |||
July 12, 2017 | June 30, 2017 | $ | 0.125 |
• | Chicago Marriott Downtown: We completed the third phase of the multi-year renovation, which included the upgrade renovation of 340 guest rooms. We expect to commence the final phase of the multi-year renovation, which will include renovating the remaining 258 of 1,200 guest rooms during late 2017 with completion in early 2018. |
• | The Gwen: We completed the renovation of the hotel's 311 guest rooms in April 2017. |
• | Worthington Renaissance: We completed the renovation of the hotel's 504 guest rooms in January 2017. |
• | Charleston Renaissance: We completed the renovation of the hotel's 166 guest rooms in February 2017. |
• | The Lodge at Sonoma: We completed the renovation of the hotel's 182 guest rooms in April 2017. |
• | Non-Cash Ground Rent: We exclude the non-cash expense incurred from the straight line recognition of rent from our ground lease obligations and the non-cash amortization of our favorable lease assets. We exclude these non-cash items because they do not reflect the actual rent amounts due to the respective lessors in the current period and they are of lesser significance in evaluating our actual performance for that period. |
• | Non-Cash Amortization of Favorable and Unfavorable Contracts: We exclude the non-cash amortization of the favorable and unfavorable contracts recorded in conjunction with certain acquisitions because the non-cash amortization is based on historical cost accounting and is of lesser significance in evaluating our actual performance for that period. |
• | Cumulative Effect of a Change in Accounting Principle: Infrequently, the Financial Accounting Standards Board (FASB) promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude the effect of these adjustments, which include the accounting impact from prior periods, because they do not reflect the Company's actual underlying performance for the current period. |
• | Gains or Losses from Early Extinguishment of Debt: We exclude the effect of gains or losses recorded on the early extinguishment of debt because these gains or losses result from transaction activity related to the Company's capital structure that we believe are not indicative of the ongoing operating performance of the Company or our hotels. |
• | Hotel Acquisition Costs: We exclude hotel acquisition costs expensed during the period because we believe these transaction costs are not reflective of the ongoing performance of the Company or our hotels. |
• | Severance Costs: We exclude corporate severance costs incurred with the termination of corporate-level employees and severance costs incurred at our hotels related to lease terminations or structured severance programs because we believe these costs do not reflect the ongoing performance of the Company or our hotels. |
• | Hotel Manager Transition Costs: We exclude the transition costs associated with a change in hotel manager because we believe these costs do not reflect the ongoing performance of the Company or our hotels. |
• | Other Items: From time to time we incur costs or realize gains that we consider outside the ordinary course of business and that we do not believe reflect the ongoing performance of the Company or our hotels. Such items may include, but are not limited to, the following: pre-opening costs incurred with newly developed hotels; lease preparation costs incurred |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income | $ | 36,595 | $ | 44,175 | $ | 45,482 | $ | 60,953 | |||||||
Interest expense | 9,585 | 11,074 | 19,098 | 22,738 | |||||||||||
Income tax expense | 4,389 | 11,045 | 5,644 | 6,964 | |||||||||||
Real estate related depreciation and amortization | 25,585 | 25,005 | 49,948 | 50,126 | |||||||||||
EBITDA | 76,154 | 91,299 | 120,172 | 140,781 | |||||||||||
Non-cash ground rent | 1,614 | 1,328 | 3,164 | 2,662 | |||||||||||
Non-cash amortization of favorable and unfavorable contracts, net | (478 | ) | (478 | ) | (956 | ) | (956 | ) | |||||||
Hotel acquisition costs | 22 | — | 2,273 | — | |||||||||||
Loss on early extinguishment of debt | 274 | — | 274 | — | |||||||||||
Gain on sale of hotel properties | — | (8,121 | ) | — | (8,121 | ) | |||||||||
Severance costs (1) | — | 119 | — | 119 | |||||||||||
Adjusted EBITDA | $ | 77,586 | $ | 84,147 | $ | 124,927 | $ | 134,485 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net income | $ | 36,595 | $ | 44,175 | $ | 45,482 | $ | 60,953 | |||||||
Real estate related depreciation and amortization | 25,585 | 25,005 | 49,948 | 50,126 | |||||||||||
Gain on sale of hotel properties, net of income tax | — | (7,010 | ) | — | (7,010 | ) | |||||||||
FFO | 62,180 | 62,170 | 95,430 | 104,069 | |||||||||||
Non-cash ground rent | 1,614 | 1,328 | 3,164 | 2,662 | |||||||||||
Non-cash amortization of favorable and unfavorable contracts, net | (478 | ) | (478 | ) | (956 | ) | (956 | ) | |||||||
Hotel acquisition costs | 22 | — | 2,273 | — | |||||||||||
Loss on early extinguishment of debt | 274 | — | 274 | — | |||||||||||
Severance costs (1) | — | 119 | — | 119 | |||||||||||
Fair value adjustments to debt instruments | — | 4 | — | 18 | |||||||||||
Adjusted FFO | $ | 63,612 | $ | 63,143 | $ | 100,185 | $ | 105,912 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
Item 4. | Controls and Procedures |
Item 1. | Legal Proceedings |
Item 1A. | Risk Factors |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (1) | ||||||||
April 1 - April 30, 2017 | — | $ | — | — | $ | 143,503 | ||||||
May 1 - May 31, 2017 | — | $ | — | — | $ | 143,503 | ||||||
June 1 - June 30, 2017 | — | $ | — | — | $ | 143,503 |
(1) | Represents amounts available under the Company's $150 million share repurchase program. To facilitate repurchases, we make purchases pursuant to a trading plan under Rule 10b5-1 of the Exchange Act, which allows us to repurchase shares during periods when we otherwise may be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. The share repurchase program may be suspended or terminated at any time without prior notice. |
Item 3. | Defaults Upon Senior Securities |
Item 4. | Mine Safety Disclosures |
Item 5. | Other Information |
Item 6. | Exhibits |
(a) | Exhibits |
Exhibit | |||
3.1.1 | Articles of Amendment and Restatement of the Articles of Incorporation of DiamondRock Hospitality Company (incorporated by reference to the Registrant’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File No. 333-123065)) | ||
3.1.2 | Amendment to the Articles of Amendment and Restatement of the Articles of Incorporation of DiamondRock Hospitality Company (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2007) | ||
3.1.3 | Amendment to the Articles of Amendment and Restatement of the Articles of Incorporation of DiamondRock Hospitality Company (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2012) | ||
3.1.4 | Articles Supplementary of DiamondRock Hospitality Company (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2014) | ||
3.1.5 | Amendment to the Articles of Amendment and Restatement of the Articles of Incorporation of DiamondRock Hospitality Company (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2016) | ||
3.2.1 | Fourth Amended and Restated Bylaws of DiamondRock Hospitality Company (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2016) | ||
4.1 | Form of Certificate for Common Stock for DiamondRock Hospitality Company (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2010) | ||
10.1 | Term Loan Agreement, dated as of April 26, 2017, by and among DiamondRock Hospitality Company, DiamondRock Hospitality Limited Partnership, Regions Bank, as administrative agent, Regions Capital Markets, KeyBanc Capital Markets, PNC Capital Markets, LLC and U.S. Bank National Association, as joint lead arrangers, and KeyBank National Association, PNC Bank, National Association and U.S. Bank National Association, as co-syndication agents, and the lenders party thereto (incorporated by reference to the Registrant's Current Report on Form 8-K filed with the Secutities and Exchange Commission on May 1, 2017) | ||
31.1* | Certification of Chief Executive Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act | ||
31.2* | Certification of Chief Financial Officer Required by Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act | ||
32.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
Attached as Exhibit 101 to this report are the following materials from DiamondRock Hospitality Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the related notes to these condensed consolidated financial statements. | |||
* Filed herewith |
DiamondRock Hospitality Company |
August 8, 2017 |
/s/ Sean M. Mahoney |
Sean M. Mahoney |
Executive Vice President and Chief Financial Officer |
(Principal Financial Officer) |
/s/ Briony R. Quinn |
Briony R. Quinn |
Chief Accounting Officer and Corporate Controller |
(Principal Accounting Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company; |
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 directors (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. |
/s/ Mark W. Brugger | |
Mark W. Brugger | |
Chief Executive Officer (Principal Executive Officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of DiamondRock Hospitality Company; |
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 directors (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. |
/s/ Sean M. Mahoney | |
Sean M. Mahoney | |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
/s/ Mark W. Brugger | /s/ Sean M. Mahoney | |
Mark W. Brugger | Sean M. Mahoney | |
Chief Executive Officer | Executive Vice President and Chief Financial Officer | |
August 8, 2017 | August 8, 2017 |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Aug. 08, 2017 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | DiamondRock Hospitality Co | |
Entity Central Index Key | 0001298946 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 200,305,232 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 200,305,232 | 200,200,902 |
Common stock, shares outstanding | 200,305,232 | 200,200,902 |
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Revenues: | ||||
Rooms | $ 177,483 | $ 186,113 | $ 315,315 | $ 335,556 |
Food and beverage | 52,762 | 57,407 | 97,540 | 107,781 |
Other | 13,027 | 13,144 | 26,627 | 26,361 |
Total revenues | 243,272 | 256,664 | 439,482 | 469,698 |
Operating Expenses: | ||||
Rooms | 41,565 | 43,257 | 78,466 | 81,971 |
Food and beverage | 33,064 | 35,265 | 62,530 | 68,615 |
Management fees | 6,949 | 8,772 | 12,961 | 15,381 |
Other hotel expenses | 78,608 | 79,524 | 150,267 | 158,453 |
Depreciation and amortization | 25,585 | 25,005 | 49,948 | 50,126 |
Hotel acquisition costs | 22 | 0 | 2,273 | 0 |
Corporate expenses | 6,828 | 6,736 | 13,090 | 12,736 |
Total operating expenses, net | 192,621 | 198,559 | 369,535 | 387,282 |
Operating profit | 50,651 | 58,105 | 69,947 | 82,416 |
Interest and other income, net | (192) | (68) | (551) | (118) |
Interest expense | 9,585 | 11,074 | 19,098 | 22,738 |
Loss on early extinguishment of debt | 274 | 0 | 274 | 0 |
Gain on sale of hotel properties | 0 | 8,121 | 0 | 8,121 |
Total other expenses, net | 9,667 | 2,885 | 18,821 | 14,499 |
Income before income taxes | 40,984 | 55,220 | 51,126 | 67,917 |
Income tax expense | (4,389) | (11,045) | (5,644) | (6,964) |
Net income | $ 36,595 | $ 44,175 | $ 45,482 | $ 60,953 |
Earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 0.18 | $ 0.22 | $ 0.23 | $ 0.30 |
Diluted earnings per share (in dollars per share) | $ 0.18 | $ 0.22 | $ 0.23 | $ 0.30 |
Organization |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. Our hotels are concentrated in key gateway cities and in destination resort locations and the majority of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc. or Hilton Worldwide). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers, which are based on the revenues and profitability of the hotels. As of June 30, 2017, we owned 28 hotels with 9,630 guest rooms, located in the following markets: Atlanta, Georgia; Boston, Massachusetts (2); Burlington, Vermont; Charleston, South Carolina; Chicago, Illinois (2); Denver, Colorado (2); Fort Lauderdale, Florida; Fort Worth, Texas; Huntington Beach, California; Key West, Florida (2); New York, New York (4); Salt Lake City, Utah; San Diego, California; San Francisco, California; Sedona, Arizona (2); Sonoma, California; Washington D.C. (2); St. Thomas, U.S. Virgin Islands; and Vail, Colorado. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and currently owns, either directly or indirectly, all of the limited partnership units of our operating partnership. |
Summary of Significant Accounting Policies |
6 Months Ended |
---|---|
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, included in our Annual Report on Form 10-K filed on February 27, 2017. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of June 30, 2017, and the results of our operations for the three and six months ended June 30, 2017 and 2016, and cash flows for the six months ended June 30, 2017 and 2016. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations. Our financial statements include all of the accounts of the Company and its subsidiaries in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. If the Company determines that it has an interest in a variable interest entity within the meaning of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating partnership. Property and Equipment Investments in hotel properties, land, land improvements, building and furniture, fixtures and equipment and identifiable intangible assets are recorded at fair value upon acquisition. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 15 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. We review our 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, 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, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. We will classify a hotel as held for sale in the period that we have made the decision to dispose of the hotel, a binding agreement to purchase the property has been signed under which the buyer has committed a significant amount of nonrefundable cash and no significant financing or other contingencies exist which could cause the transaction to not be completed in a timely manner. If these criteria are met, we will record an impairment loss if the fair value less costs to sell is lower than the carrying amount of the hotel and related assets and will cease recording depreciation expense. We will classify the assets and related liabilities as held for sale on the balance sheet. Revenue Recognition Revenues from operations of the hotels are recognized when the goods or services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and resort fees. Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as equity awards or shares issuable in the event of conversion of operating partnership units. No adjustment is made for shares that are anti-dilutive during a period. Stock-based Compensation We account for stock-based employee compensation using the fair value based method of accounting. We record the cost of stock-based awards based on the grant-date fair value of the award. The vesting of the awards issued to officers and employees is based on either continued employment (time-based) or based on continued employment and the relative total shareholder returns of the Company or improvement in market share of the Company's hotels (performance-based). The cost of time-based awards and performance-based awards is recognized over the period during which an employee is required to provide service in exchange for the award, adjusted for forfeitures. Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings during the period in which the new rate is enacted. We have elected to be treated as a real estate investment trust (“REIT”) under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), which requires that we distribute at least 90% of our taxable income annually to our stockholders and comply with certain other requirements. In addition to paying federal and state taxes on any retained income, we may be subject to taxes on “built-in gains” on sales of certain assets. Our taxable REIT subsidiaries will generally be subject to federal, state, local, and/or foreign income taxes. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel properties to a wholly owned subsidiary of Bloodstone TRS, Inc., our primary taxable REIT subsidiary, or TRS, except for the Frenchman’s Reef & Morning Star Marriott Beach Resort, which is owned by a Virgin Islands corporation, which we have elected to be treated as a TRS, and the L'Auberge de Sedona and Orchards Inn Sedona, which are each leased to a wholly owned subsidiary of the Company, which we have elected to be treated as a TRS. We had no accruals for tax uncertainties as of June 30, 2017 and December 31, 2016. Fair Value Measurements In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: •Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities •Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable •Level 3 - Model-derived valuations with unobservable inputs Intangible Assets and Liabilities Intangible assets and liabilities are recorded on non-market contracts assumed as part of the acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the purchase of a hotel to determine if the terms are favorable or unfavorable compared to an estimated market agreement at the acquisition date. Favorable lease assets or unfavorable contract liabilities are recorded at the acquisition date and amortized using the straight-line method over the term of the agreement. We do not amortize intangible assets with indefinite useful lives, but we review these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or business combinations. As a result of the standard, we anticipate that the majority of our hotel a will be considered asset purchases as opposed to business combinations. However, the determination will be made on a transaction-by-transaction basis and we do not expect the determination to materially change the recognition of the assets and liabilities acquired. This standard will be applied on a prospective basis and, therefore, it does not affect the accounting for any of our previous transactions. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. We do not anticipate that this guidance will have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. We do not anticipate that this guidance will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects of how share-based payments are accounted for and presented in the financial statements. This standard requires companies to record all of the tax effects related to share-based payments through the income statement, allows companies to elect an accounting policy to either estimate the share based award forfeitures (and expense) or account for forfeitures (and expense) as they occur, and allows companies to withhold up to the maximum individual statutory tax rate the shares upon settlement of an award without causing the award to be classified as a liability. This guidance is effective for annual periods beginning after December 15, 2016. We adopted ASU No. 2016-09 effective January 1, 2017 and it did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee's accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The primary impact of the new standard will be to the treatment of our ground leases, which represent a majority of all of our operating lease payments. We are evaluating the effect of ASU 2016-02 on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which affects virtually all aspects of an entity’s revenue recognition. The new standard sets forth five prescribed steps to determine the timing and amount of revenue to be recognized to appropriately depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effectiveness of ASU No. 2014-09 to reporting periods beginning after December 15, 2017 and permitted early application for annual reporting periods beginning after December 15, 2016. While we have not completed our assessment of this standard, we do not expect it to materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel-level sales. Furthermore, we do not expect the standard to significantly impact the recognition of or accounting for real estate sales to third parties, since we primarily dispose of real estate in exchange for cash with few contingencies. |
Property and Equipment |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | Property and Equipment Property and equipment as of June 30, 2017 and December 31, 2016 consists of the following (in thousands):
As of June 30, 2017 and December 31, 2016, we had accrued capital expenditures of $5.1 million and $10.8 million, respectively. |
Favorable Lease Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Favorable Lease Assets | Favorable Lease Assets In connection with the acquisition of certain hotels, we have recognized intangible assets for favorable leases. Our favorable lease assets, net of accumulated amortization of $2.5 million and $2.3 million as of June 30, 2017 and December 31, 2016, respectively, consist of the following (in thousands):
Favorable lease assets are recorded at the acquisition date and are generally amortized using the straight-line method over the remaining non-cancelable term of the lease agreement. We recorded $0.1 million of amortization expense for each of the three months ended June 30, 2017 and 2016. We recorded $0.2 million of amortization expense for each of the six months ended June 30, 2017 and 2016. In connection with our acquisition of the Orchards Inn Sedona on February 28, 2017, we recorded a $9.1 million favorable lease asset. We determined the value using a discounted cash flow of the favorable difference between the contractual lease payments and estimated market rents. The market rents were estimated by a third-party valuation firm and the discount rate was estimated using a risk adjusted rate of return. See Note 9 for further discussion of this favorable lease asset. |
Capital Stock |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Capital Stock | Capital Stock Common Shares We are authorized to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors. We have an “at-the-market” equity offering program (the “ATM program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200 million. We have not sold any shares of our common stock during 2017 and there is $128.3 million remaining under the ATM program. Our board of directors has approved a share repurchase program authorizing us to repurchase up to $150 million in shares of our common stock. Repurchases under this program are made in open market or privately negotiated transactions as permitted by federal securities laws and other legal requirements. This authority may be exercised from time to time and in such amounts as market conditions warrant, and subject to regulatory considerations. The timing, manner, price and actual number of shares repurchased depends on a variety of factors including stock price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The share repurchase program may be suspended or terminated at any time without prior notice. We have not repurchased any shares of our common stock during 2017 and we have $143.5 million of capacity remaining under our share repurchase program. Dividends We have paid the following dividends to holders of our common stock during 2017 as follows:
Preferred Shares We are authorized to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption. As of June 30, 2017 and December 31, 2016, there were no shares of preferred stock outstanding. Operating Partnership Units Holders of operating partnership units have certain redemption rights, which would enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option for shares of our common stock on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the limited partners or our stockholders. As of June 30, 2017 and December 31, 2016, there were no operating partnership units held by unaffiliated third parties. |
Stock Incentive Plans |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Incentive Plans | Stock Incentive Plans We are authorized to issue up to 6,082,664 shares of our common stock under our 2016 Equity Incentive Plan (the "2016 Plan"), of which we have issued or committed to issue 443,453 shares as of June 30, 2017. In addition to these shares, additional shares of common stock could be issued in connection with the performance stock unit awards as further described below. The 2016 Plan replaced the 2004 Stock Option and Incentive Plan, as amended (the "2004 Plan"). We no longer make share grants and issuances under the 2004 Plan, although awards previously made under the 2004 Plan that are outstanding will remain in effect in accordance with the terms of that plan and the applicable award agreements. Restricted Stock Awards Restricted stock awards issued to our officers and employees generally vest over a three-year period from the date of the grant based on continued employment. We measure compensation expense for the restricted stock awards based upon the fair market value of our common stock at the date of grant. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying condensed consolidated statements of operations. A summary of our restricted stock awards from January 1, 2017 to June 30, 2017 is as follows:
The remaining share awards are expected to vest as follows: 285,936 shares during 2018, 226,487 shares during 2019, and 114,903 during 2020. As of June 30, 2017, the unrecognized compensation cost related to restricted stock awards was $5.6 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 26 months. We recorded $0.8 million of compensation expense related to restricted stock awards for each of the three months ended June 30, 2017 and 2016. We recorded $1.5 million and $1.6 million, respectively, of compensation expense related to restricted stock awards for the six months ended June 30, 2017 and 2016. Performance Stock Units Performance stock units (“PSUs”) are restricted stock units that vest three years from the date of grant. Each executive officer is granted a target number of PSUs (the “PSU Target Award”). For the PSUs issued in 2014 and 2015 and vesting in 2017 and 2018, respectively, the actual number of shares of common stock issued to each executive officer is subject to the achievement of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly traded lodging REITs over a three-year performance period. There will be no payout of shares of our common stock if our total stockholder return falls below the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 75th percentile of the total stockholder returns of the peer group. For the PSUs issued in 2016 and vesting in 2019, the calculation of total stockholder return relative to the total stockholder return of a peer group over a three-year performance period remained in effect for 75% of the number of PSUs to be earned in the performance period. The remaining 25% is determined based on achieving improvement in market share for each of our hotels over the three-year performance period. For the PSUs issued in 2017 and vesting in 2020, the calculation of total stockholder return relative to the total stockholder return of a peer group over a three-year performance period applies to 50% of the number of PSUs to be earned in the performance period. The remaining 50% is determined based on achieving improvement in market share for each of our hotels over the three-year performance period. We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the three-year performance period and is included in corporate expenses in the accompanying condensed consolidated statements of operations. The grant date fair value of the portion of the PSUs based on our relative total stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation firm. The grant date fair value of the portion of the PSUs based on improvement in market share for each of our hotels is the closing price of our common stock on the grant date. On February 27, 2017, our board of directors granted 266,009 PSUs to our executive officers. The grant date fair value of the portion of the PSUs based on our relative total stockholder return was $10.89 using the assumptions of volatility of 26.7% and a risk-free rate of 1.46%. The grant date fair value of the portion of the PSUs based on hotel market share was $11.20, the closing stock price of our common stock on such date. A summary of our PSUs from January 1, 2017 to June 30, 2017 is as follows:
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The remaining target units are expected to vest as follows: 211,463 units during 2018, 288,112 units during 2019 and 269,056 units during 2020. The number of shares earned upon vesting is subject to the attainment of the performance goals described above. As of June 30, 2017, the unrecognized compensation cost related to the PSUs was $4.4 million and is expected to be recognized on a straight-line basis over a weighted average period of 26 months. We recorded $0.6 million of compensation expense related to the PSUs for each of the three months ended June 30, 2017 and 2016. We recorded $1.2 million and $1.3 million, respectively, of compensation expense related to the PSUs for the six months ended June 30, 2017 and 2016. |
Earnings Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is calculated by dividing net income available to common stockholders that has been adjusted for dilutive securities, by the weighted-average number of common shares outstanding including dilutive securities. The following is a reconciliation of the calculation of basic and diluted earnings per share (in thousands, except share and per share data):
We did not include unexercised stock appreciation rights of 20,770 for the three and six months ended June 30, 2017 and 2016 as they would be anti-dilutive. |
Debt |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Debt The following table sets forth information regarding the Company’s debt as of June 30, 2017 (dollars in thousands):
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Mortgage Debt We have incurred limited recourse, property specific mortgage debt secured by certain of our hotels. In the event of default, the lender may only foreclose on the secured assets; however, in the event of fraud, misapplication of funds or other customary recourse provisions, the lender may seek payment from us. As of June 30, 2017, eight of our 28 hotels were secured by mortgage debt. Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage ratios that trigger “cash trap” provisions as well as restrictions on incurring additional debt without lender consent. As of June 30, 2017, we were in compliance with the financial covenants of our mortgage debt. On April 26, 2017, we repaid the mortgage loan secured by the Lexington Hotel New York with proceeds from a new unsecured term loan, which is discussed further below. The mortgage loan had an outstanding principal balance of $170.4 million at repayment. Senior Unsecured Credit Facility We are party to a senior unsecured credit facility with a capacity up to $300 million. The maturity date is May 2020 and may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. The facility also includes an accordion feature to expand up to $600 million, subject to lender consent. The interest rate on the facility is based upon LIBOR, plus an applicable margin based upon the Company’s leverage ratio, as follows:
In addition to the interest payable on amounts outstanding under the facility, we were required to pay an amount equal to 0.20% of the unused portion of the facility if the average usage of the facility was greater than 50% or 0.30% of the unused portion of the facility if the average usage of the facility was less than or equal to 50%. The facility also contains various corporate financial covenants. A summary of the most restrictive covenants is as follows:
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As of June 30, 2017, we had no borrowings outstanding under the facility and the Company's leverage ratio was 25.0%. Accordingly, interest on our borrowings under the facility, if any, will be based on LIBOR plus 150 basis points for the following quarter. We incurred interest and unused credit facility fees on the facility of $0.2 million and $0.4 million for the three months ended June 30, 2017 and 2016, respectively. We incurred interest and unused credit facility fees on the facility of $0.5 million and $0.8 million for the six months ended June 30, 2017 and 2016, respectively. Unsecured Term Loans We are party to a five-year $100 million unsecured term loan. On April 26, 2017, we closed on a new five-year $200 million unsecured term loan. A portion of the proceeds from the new term loan was used to repay the $170.4 million mortgage loan secured by the Lexington Hotel New York. The financial covenants of the term loans are consistent with the covenants on our senior unsecured credit facility, which are described above. The interest rate on each of the term loans is based on a pricing grid ranging from 145 to 220 basis points over LIBOR, as follows:
As of June 30, 2017, the Company's leverage ratio was 25.0%. Accordingly, interest on our borrowings under the term loans will be based on LIBOR plus 145 basis points for the following quarter. We incurred interest on the term loans of $1.5 million and $0.3 million for the three months ended June 30, 2017 and 2016, respectively. We incurred interest on the term loans of $2.1 million and $0.3 million or the six months ended June 30, 2017 and 2016, respectively. |
Acquisitions |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions On February 28, 2017, we acquired the 88-room L'Auberge de Sedona and the 70-room Orchards Inn Sedona, each located in Sedona, Arizona, for a total contractual purchase price of $97 million. The acquisition was funded with corporate cash. The hotels are managed by IMH Financial Corporation pursuant to a new management agreement with an initial term of five years, which is terminable at our discretion beginning December 31, 2017. The management agreement provides for a base management fee of 2.45% of gross revenues in 2017, 2.70% of gross revenues in 2018, and 3.0% of gross revenues in 2019 and through the end of the term. The management agreement also provides for an incentive management fee of 12% of hotel operating profit above an owner's priority determined in accordance with the terms of the management agreement in 2017, increasing to 15% by 2020. We lease the buildings and sublease the underlying land containing 28 of the 70 rooms at the Orchards Inn Sedona, which expires in 2070, including all extension options. We reviewed the terms of the annex sublease in conjunction with the hotel acquisition accounting and concluded that the terms are favorable to us compared with a typical current market lease. As a result, we recorded a $9.1 million favorable lease asset that will be amortized through 2070. We believe all material adjustments necessary to reflect the effects of the acquisitions have been made; however, the amounts recorded are based on a preliminary estimate of the fair value of the assets acquired and the liabilities assumed. We will finalize the recorded amounts upon the completion of our valuation analysis of the assets acquired and liabilities assumed, not to exceed one year from the date of acquisition. The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed in our acquisitions (in thousands):
Acquired properties are included in our results of operations from the date of acquisition. The following unaudited pro forma financial information presents our results of operations (in thousands, except per share data) as if the hotels were acquired on January 1, 2016. The comparable information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.
For the three and six months ended June 30, 2017, our condensed consolidated statements of operations include $9.5 million and $12.8 million of revenues, respectively, and $2.3 million and $3.2 million of net income, respectively, related to the operations of the L'Auberge de Sedona and Orchards Inn Sedona. |
Fair Value of Financial Instruments |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of certain financial assets and liabilities and other financial instruments as of June 30, 2017 and December 31, 2016, in thousands, is as follows:
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The fair value of our mortgage debt is a Level 2 measurement under the fair value hierarchy (see Note 2). We estimate the fair value of our mortgage debt by discounting the future cash flows of each instrument at estimated market rates. The carrying value of our other financial instruments approximate fair value due to the short-term nature of these financial instruments. |
Commitments and Contingencies |
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Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of our hotels and company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties. Other Matters As previously reported, in February 2016, the Company was notified by the franchisor of one of its hotels that as a result of low guest satisfaction scores, the Company was in default under the franchise agreement for that hotel. The Company continues to proactively work with the franchisor and the manager of the hotel and has developed and executed a plan aimed to improve guest satisfaction scores. To date, the guest satisfaction scores have improved so that the Company is no longer in default under the franchise agreement. However, if the guest satisfaction scores were to decrease again, the franchisor may again notify the Company that it is in default under the franchise agreement and that the franchisor is reserving all of its rights under the franchise agreement, including the right to terminate the franchise agreement in the future. While the Company continues to work diligently with the franchisor and manager to maintain the guest satisfaction scores at a level such that the Company does not fall back into default, no assurance can be given that the Company will be successful. If the Company is not successful, the franchisor may seek to terminate the franchise agreement and assert a claim it is owed a termination fee, including a payment for liquidated damages, which could result in a material adverse effect on the Company's business, financial condition or results of operation. |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
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Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016, included in our Annual Report on Form 10-K filed on February 27, 2017. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of June 30, 2017, and the results of our operations for the three and six months ended June 30, 2017 and 2016, and cash flows for the six months ended June 30, 2017 and 2016. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations. Our financial statements include all of the accounts of the Company and its subsidiaries in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. If the Company determines that it has an interest in a variable interest entity within the meaning of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating partnership. |
Property and Equipment | Property and Equipment Investments in hotel properties, land, land improvements, building and furniture, fixtures and equipment and identifiable intangible assets are recorded at fair value upon acquisition. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 15 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. We review our 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, 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, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. We will classify a hotel as held for sale in the period that we have made the decision to dispose of the hotel, a binding agreement to purchase the property has been signed under which the buyer has committed a significant amount of nonrefundable cash and no significant financing or other contingencies exist which could cause the transaction to not be completed in a timely manner. If these criteria are met, we will record an impairment loss if the fair value less costs to sell is lower than the carrying amount of the hotel and related assets and will cease recording depreciation expense. We will classify the assets and related liabilities as held for sale on the balance sheet. |
Revenue Recognition | Revenue Recognition Revenues from operations of the hotels are recognized when the goods or services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and resort fees. |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as equity awards or shares issuable in the event of conversion of operating partnership units. No adjustment is made for shares that are anti-dilutive during a period. |
Stock-based Compensation | Stock-based Compensation We account for stock-based employee compensation using the fair value based method of accounting. We record the cost of stock-based awards based on the grant-date fair value of the award. The vesting of the awards issued to officers and employees is based on either continued employment (time-based) or based on continued employment and the relative total shareholder returns of the Company or improvement in market share of the Company's hotels (performance-based). The cost of time-based awards and performance-based awards is recognized over the period during which an employee is required to provide service in exchange for the award, adjusted for forfeitures. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings during the period in which the new rate is enacted. We have elected to be treated as a real estate investment trust (“REIT”) under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), which requires that we distribute at least 90% of our taxable income annually to our stockholders and comply with certain other requirements. In addition to paying federal and state taxes on any retained income, we may be subject to taxes on “built-in gains” on sales of certain assets. Our taxable REIT subsidiaries will generally be subject to federal, state, local, and/or foreign income taxes. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel properties to a wholly owned subsidiary of Bloodstone TRS, Inc., our primary taxable REIT subsidiary, or TRS, except for the Frenchman’s Reef & Morning Star Marriott Beach Resort, which is owned by a Virgin Islands corporation, which we have elected to be treated as a TRS, and the L'Auberge de Sedona and Orchards Inn Sedona, which are each leased to a wholly owned subsidiary of the Company, which we have elected to be treated as a TRS. |
Fair Value Measurements | Fair Value Measurements In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: •Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities •Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable •Level 3 - Model-derived valuations with unobservable inputs |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities are recorded on non-market contracts assumed as part of the acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the purchase of a hotel to determine if the terms are favorable or unfavorable compared to an estimated market agreement at the acquisition date. Favorable lease assets or unfavorable contract liabilities are recorded at the acquisition date and amortized using the straight-line method over the term of the agreement. We do not amortize intangible assets with indefinite useful lives, but we review these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. |
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or business combinations. As a result of the standard, we anticipate that the majority of our hotel a will be considered asset purchases as opposed to business combinations. However, the determination will be made on a transaction-by-transaction basis and we do not expect the determination to materially change the recognition of the assets and liabilities acquired. This standard will be applied on a prospective basis and, therefore, it does not affect the accounting for any of our previous transactions. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. We do not anticipate that this guidance will have a material impact on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. This standard will be effective for annual periods beginning after December 15, 2017, although early adoption is permitted. We do not anticipate that this guidance will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies various aspects of how share-based payments are accounted for and presented in the financial statements. This standard requires companies to record all of the tax effects related to share-based payments through the income statement, allows companies to elect an accounting policy to either estimate the share based award forfeitures (and expense) or account for forfeitures (and expense) as they occur, and allows companies to withhold up to the maximum individual statutory tax rate the shares upon settlement of an award without causing the award to be classified as a liability. This guidance is effective for annual periods beginning after December 15, 2016. We adopted ASU No. 2016-09 effective January 1, 2017 and it did not have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes the lessee's accounting for operating leases by requiring recognition of lease right-of-use assets and lease liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The primary impact of the new standard will be to the treatment of our ground leases, which represent a majority of all of our operating lease payments. We are evaluating the effect of ASU 2016-02 on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which affects virtually all aspects of an entity’s revenue recognition. The new standard sets forth five prescribed steps to determine the timing and amount of revenue to be recognized to appropriately depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the effectiveness of ASU No. 2014-09 to reporting periods beginning after December 15, 2017 and permitted early application for annual reporting periods beginning after December 15, 2016. While we have not completed our assessment of this standard, we do not expect it to materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel-level sales. Furthermore, we do not expect the standard to significantly impact the recognition of or accounting for real estate sales to third parties, since we primarily dispose of real estate in exchange for cash with few contingencies. |
Property and Equipment (Tables) |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and equipment | Property and equipment as of June 30, 2017 and December 31, 2016 consists of the following (in thousands):
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Favorable Lease Assets (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | Our favorable lease assets, net of accumulated amortization of $2.5 million and $2.3 million as of June 30, 2017 and December 31, 2016, respectively, consist of the following (in thousands):
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Capital Stock (Tables) |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Schedule of Dividends Payable | We have paid the following dividends to holders of our common stock during 2017 as follows:
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Stock Incentive Plans (Tables) |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Restricted Stock Awards | A summary of our restricted stock awards from January 1, 2017 to June 30, 2017 is as follows:
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Schedule of Nonvested Performance-based Units Activity | A summary of our PSUs from January 1, 2017 to June 30, 2017 is as follows:
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Earnings Per Share (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of earnings (loss) per share, basic and diluted | The following is a reconciliation of the calculation of basic and diluted earnings per share (in thousands, except share and per share data):
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Debt (Tables) |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of long term debt | The following table sets forth information regarding the Company’s debt as of June 30, 2017 (dollars in thousands):
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Summary of applicable margin based upon the Company’s ratio of net indebtedness to EBITDA | The interest rate on each of the term loans is based on a pricing grid ranging from 145 to 220 basis points over LIBOR, as follows:
The interest rate on the facility is based upon LIBOR, plus an applicable margin based upon the Company’s leverage ratio, as follows:
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Summary of the most restrictive covenants for senior unsecured credit facility | The facility also contains various corporate financial covenants. A summary of the most restrictive covenants is as follows:
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Acquisitions (Tables) |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Acquired Assets and Liabilities | The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed in our acquisitions (in thousands):
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Pro Forma Operating Information | The following unaudited pro forma financial information presents our results of operations (in thousands, except per share data) as if the hotels were acquired on January 1, 2016. The comparable information is not necessarily indicative of the results that actually would have occurred nor does it indicate future operating results.
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Fair Value of Financial Instruments (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of certain financial assets and liabilities and other financial instruments | The fair value of certain financial assets and liabilities and other financial instruments as of June 30, 2017 and December 31, 2016, in thousands, is as follows:
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Summary of Significant Accounting Policies - Narrative (Details) - USD ($) |
6 Months Ended | |
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Jun. 30, 2017 |
Dec. 31, 2016 |
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Accrual for tax uncertainties | $ 0 | $ 0 |
Minimum | Buildings, Land Improvements, and Building Improvements | ||
Useful life | 15 years | |
Minimum | Furniture, fixtures and equipment | ||
Useful life | 1 year | |
Maximum | Buildings, Land Improvements, and Building Improvements | ||
Useful life | 40 years | |
Maximum | Furniture, fixtures and equipment | ||
Useful life | 10 years |
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Property and Equipment | ||
Property and equipment, at cost | $ 3,524,376 | $ 3,381,878 |
Less: accumulated depreciation | (785,183) | (735,202) |
Property and equipment, net | 2,739,193 | 2,646,676 |
Accrued capital expenditures | 5,100 | 10,800 |
Land | ||
Property and Equipment | ||
Property and equipment, at cost | 602,879 | 553,769 |
Land improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 7,994 | 7,994 |
Buildings and site improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 2,438,245 | 2,355,871 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, at cost | 468,078 | 428,991 |
Construction in progress | ||
Property and Equipment | ||
Property and equipment, at cost | $ 7,180 | $ 35,253 |
Favorable Lease Assets - Narrative (Details) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | |||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
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Business Acquisition [Line Items] | |||||
Finite-lived intangible assets, amortization expense | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 | |
Off-Market Favorable Lease | |||||
Business Acquisition [Line Items] | |||||
Accumulated amortization | 2.5 | 2.5 | $ 2.3 | ||
Orchards Inn | Off-Market Favorable Lease | |||||
Business Acquisition [Line Items] | |||||
Carrying amount of the lease right | $ 9.1 | $ 9.1 |
Favorable Lease Assets - Schedule of Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Favorable lease assets, net | $ 26,902 | $ 18,013 |
Above Market Leases Ground | Boston Westin Waterfront | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Carrying amount of the lease right | 17,751 | 17,859 |
Above Market Leases Ground | Orchards Inn | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Carrying amount of the lease right | 9,013 | 0 |
Above Market Leases Ground | Lexington Hotel New York | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Carrying amount of the lease right | $ 138 | $ 154 |
Capital Stock - Narrative (Details) |
6 Months Ended | |
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Jun. 30, 2017
USD ($)
$ / shares
shares
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Dec. 31, 2016
$ / shares
shares
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Class of Stock [Line Items] | ||
Common stock, shares authorized (up to) | shares | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Remaining capacity | $ | $ 143,500,000 | |
Preferred stock, shares authorized (up to) | shares | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | shares | 0 | 0 |
Common stock partnership units option redemption ratio | 1 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Aggregate offering price (up to) | $ | $ 200,000,000 | |
Remaining amount under ATM program | $ | 128,300,000 | |
Value amount of shares authorized to be repurchased (up to) | $ | $ 150,000,000 | |
Unaffiliated Third Parties | ||
Class of Stock [Line Items] | ||
Operating partnerships units held (in shares) | shares | 0 | 0 |
Capital Stock - Schedule of Dividends Payable (Details) - $ / shares |
Jul. 12, 2017 |
Apr. 12, 2017 |
Jan. 12, 2017 |
---|---|---|---|
Dividends Payable [Line Items] | |||
Dividends per Share (in dollars per share) | $ 0.1250 | $ 0.1250 | |
Subsequent Event | |||
Dividends Payable [Line Items] | |||
Dividends per Share (in dollars per share) | $ 0.1250 |
Debt - Mortgage Debt (Details) $ in Millions |
Apr. 26, 2017
USD ($)
|
Jun. 30, 2017
Hotel
|
---|---|---|
Debt Instrument [Line Items] | ||
Number of hotels (in hotels) | 28 | |
Mortgages | Lexington Hotel New York | ||
Debt Instrument [Line Items] | ||
Extinguishment of debt | $ | $ 170.4 | |
Mortgages | ||
Debt Instrument [Line Items] | ||
Number of hotels (in hotels) | 8 |
Acquisitions - Allocation of Fair Value (Details) $ in Thousands |
Feb. 28, 2017
USD ($)
|
---|---|
L'Auberge de Sedona | |
Business Acquisition [Line Items] | |
Land | $ 39,384 |
Building and improvements | 22,204 |
Furnitures, fixtures and equipment | 4,376 |
Total fixed assets | 65,964 |
Favorable lease asset | 0 |
Other assets and liabilities, net | (2,710) |
Total | 63,254 |
Orchards Inn | |
Business Acquisition [Line Items] | |
Land | 9,726 |
Building and improvements | 10,180 |
Furnitures, fixtures and equipment | 1,982 |
Total fixed assets | 21,888 |
Favorable lease asset | 9,065 |
Other assets and liabilities, net | (412) |
Total | $ 30,541 |
Acquisitions - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Business Combinations [Abstract] | ||||
Revenues | $ 243,272 | $ 264,530 | $ 442,904 | $ 482,929 |
Net income | $ 36,595 | $ 45,536 | $ 45,207 | $ 62,345 |
Earnings per share: | ||||
Basic earnings per share (in dollars per share) | $ 0.18 | $ 0.23 | $ 0.23 | $ 0.31 |
Diluted earnings per share (in dollars per share) | $ 0.18 | $ 0.23 | $ 0.22 | $ 0.31 |
Fair Value of Financial Instruments - Fair Value of Certain Financial Assets and Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value of debt | $ 943,720 | $ 920,539 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value of debt | 943,720 | 920,539 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt | $ 958,871 | $ 906,156 |
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