Long-Term Debt | 9 Months Ended |
Sep. 30, 2014 |
Long-term Debt, Other Disclosures [Abstract] | ' |
Long-Term Debt | ' |
Long-Term Debt |
Debt Summary |
Debt as of September 30, 2014 and December 31, 2013 consisted of the following: |
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| | | | | | Balance Outstanding as of | | | | | | | |
Debt | | Interest | | Maturity | | September 30, | | December 31, | | | | | | | |
Rate | Date | 2014 | 2013 | | | | | | | |
Credit facilities | | | | | | | | | | | | | | | |
Senior unsecured credit facility | | Floating (a) | | January 2018 (a) | | $ | 158,000 | | | $ | 220,000 | | | | | | | | |
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LHL unsecured credit facility | | Floating (b) | | January 2018 (b) | | 0 | | | 606 | | | | | | | | |
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Total borrowings under credit facilities | | | | | | 158,000 | | | 220,606 | | | | | | | | |
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Term loans | | | | | | | | | | | | | | | |
First Term Loan | | Floating (c) | | May-19 | | 177,500 | | | 177,500 | | | | | | | | |
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Second Term Loan | | Floating (c) | | Jan-19 | | 300,000 | | | 300,000 | | | | | | | | |
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Total term loans | | | | | | 477,500 | | | 477,500 | | | | | | | | |
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Massport Bonds | | | | | | | | | | | | | | | |
Hyatt Boston Harbor (taxable) | | Floating (d) | | Mar-18 | | 5,400 | | | 5,400 | | | | | | | | |
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Hyatt Boston Harbor (tax exempt) | | Floating (d) | | Mar-18 | | 37,100 | | | 37,100 | | | | | | | | |
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Total bonds payable | | | | | | 42,500 | | | 42,500 | | | | | | | | |
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Mortgage loans | | | | | | | | | | | | | | | |
Hotel Deca | | 6.28% | | August 2014 (e) | | 0 | | | 8,809 | | | | | | | | |
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Westin Copley Place | | 5.28% | | September 2015 (f) | | 210,000 | | | 210,000 | | | | | | | | |
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Westin Michigan Avenue | | 5.75% | | Apr-16 | | 133,856 | | | 135,315 | | | | | | | | |
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Indianapolis Marriott Downtown | | 5.99% | | Jul-16 | | 97,876 | | | 98,875 | | | | | | | | |
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Hotel Roger Williams | | 6.31% | | Aug-16 | | 60,525 | | | 61,416 | | | | | | | | |
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Mortgage loans at stated value | | | | | | 502,257 | | | 514,415 | | | | | | | | |
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Unamortized loan premium (g) | | | | | | 0 | | | 41 | | | | | | | | |
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Total mortgage loans | | | | | | 502,257 | | | 514,456 | | | | | | | | |
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Total debt | | | | | | $ | 1,180,257 | | | $ | 1,255,062 | | | | | | | | |
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(a) | Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate plus an applicable margin. As of September 30, 2014, the rate, including the applicable margin, for the Company’s outstanding LIBOR borrowings of $158,000 was 1.86%. As of December 31, 2013, the rate, including the applicable margin, for the Company's outstanding LIBOR borrowing of $220,000 was 1.92%. The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions. | | | | | | | | | | | | | | | | | | |
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(b) | Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate plus an applicable margin. There were no borrowings outstanding at September 30, 2014. As of December 31, 2013, the rate, including the applicable margin, for LHL's outstanding LIBOR borrowings of $606 was 1.92%. LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for two six-month extensions. | | | | | | | | | | | | | | | | | | |
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(c) | Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into separate interest rate swap agreements for the full seven-year term of the First Term Loan (as defined below) and a five-year term ending in August 2017 for the Second Term Loan (as defined below), resulting in fixed all-in interest rates at September 30, 2014 of 3.62% and 2.38%, respectively, and at December 31, 2013 of 3.62% and 2.43%, respectively, at the Company's current leverage ratio (as defined in the swap agreements). | | | | | | | | | | | | | | | | | | |
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(d) | The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association ("U.S. Bank"), effective September 30, 2014, that expire in September 2016, which replaced similar letters of credit held by the Royal Bank of Scotland. The letters of credit have two one-year extension options and are secured by the Hyatt Boston Harbor. The bonds bear interest based on weekly floating rates. The interest rates as of September 30, 2014 were 0.85% and 0.40% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2013 were 0.70% and 0.40% for the $5,400 and $37,100 bonds, respectively. Effective October 1, 2014, the interest rates under the U.S. Bank letters of credit are 0.12% and 0.04% for the $5,400 and $37,100 bonds, respectively. The Company also incurred an annual letter of credit fee of a variable rate based on an applicable margin as defined in the Company's senior unsecured credit agreement through September 29, 2014. Effective September 30, 2014, the Company incurs an annual letter of credit fee of 1.35%. | | | | | | | | | | | | | | | | | | |
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(e) | The Company repaid the mortgage loan on May 1, 2014 through borrowings under its senior unsecured credit facility. | | | | | | | | | | | | | | | | | | |
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(f) | The Company intends to repay the mortgage loan upon maturity through either borrowings on its credit facilities, placement of corporate-level debt or proceeds from a property-level mortgage financing. | | | | | | | | | | | | | | | | | | |
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(g) | Mortgage debt includes an unamortized loan premium on the mortgage loan on Hotel Deca of $41 as of December 31, 2013. | | | | | | | | | | | | | | | | | | |
A summary of the Company’s interest expense and weighted average interest rates for variable rate debt for the three and nine months ended September 30, 2014 and 2013 is as follows: |
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| For the three months ended | | For the nine months ended | | | | |
| September 30, | | September 30, | | | | |
| 2014 | | 2013 | | 2014 | | 2013 | | | | |
Interest Expense: | | | | | | | | | | | |
Interest incurred | $ | 14,003 | | | $ | 14,271 | | | $ | 41,545 | | | $ | 41,342 | | | | | |
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Amortization of deferred financing costs | 545 | | | 556 | | | 1,626 | | | 1,696 | | | | | |
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Capitalized interest | (49 | ) | | (90 | ) | | (128 | ) | | (521 | ) | | | | |
Interest expense | $ | 14,499 | | | $ | 14,737 | | | $ | 43,043 | | | $ | 42,517 | | | | | |
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Weighted Average Interest Rates for Variable Rate Debt: | | | | | | | | | | | |
Senior unsecured credit facility | 1.9 | % | | 2.1 | % | | 1.9 | % | | 2.1 | % | | | | |
LHL unsecured credit facility | 1.9 | % | | 1.2 | % | | 1.9 | % | | 2 | % | | | | |
Massport Bonds | 0.5 | % | | 0.2 | % | | 0.5 | % | | 0.2 | % | | | | |
Credit Facilities |
On January 8, 2014, the Company refinanced its $750,000 senior unsecured credit facility with a syndicate of banks. The credit facility matures on January 8, 2018, subject to two six-month extensions that the Company may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. The credit facility includes an accordion feature which, subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $1,050,000. Borrowings under the credit facility bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate plus an applicable margin. Additionally, the Company is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the credit facility. |
On January 8, 2014, LHL also refinanced its $25,000 unsecured revolving credit facility to be used for working capital and general lessee corporate purposes. The LHL credit facility matures on January 8, 2018, subject to two six-month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. Borrowings under the LHL credit facility bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate plus an applicable margin. Additionally, LHL is required to pay a variable unused commitment fee of 0.25% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the LHL credit facility. |
The Company's senior unsecured credit facility and LHL's unsecured credit facility contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company's ability to make distributions or other payments to its shareholders upon events of default. |
Term Loans |
On May 16, 2012, the Company entered into a $177,500 unsecured term loan with a seven-year term maturing on May 16, 2019 (the “First Term Loan”). The First Term Loan bears interest at a variable rate, but was hedged to a fixed interest rate based on the Company's current leverage ratio (as defined in the swap agreements), which interest rate was 3.62% at September 30, 2014, for the full seven-year term (see “Derivative and Hedging Activities” below). |
On January 8, 2014, the Company refinanced its $300,000 unsecured term loan (the "Second Term Loan"). The Second Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments up to $500,000. The Second Term Loan has a five-year term maturing on January 8, 2019 and bears interest at variable rates, but was hedged to a fixed interest rate based on the Company's current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at September 30, 2014, through August 2, 2017 (see "Derivative and Hedging Activities" below). |
The Company's term loans contain certain financial covenants relating to net worth requirements, debt ratios and fixed charge coverage and other limitations that restrict the Company's ability to make distributions or other payments to its shareholders upon events of default. |
Derivative and Hedging Activities |
The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) ("OCI"). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Amounts reported in accumulated other comprehensive income (loss) ("AOCI") related to currently outstanding derivatives are recognized as an adjustment to income (loss) as interest payments are made on the Company's variable rate debt. Effective May 16, 2012, the Company entered into three interest rate swap agreements with an aggregate notional amount of $177,500 for the First Term Loan's full seven-year term, resulting in a fixed all-in interest rate based on the Company's current leverage ratio (as defined in the swap agreements), which interest rate was 3.62% at September 30, 2014. Effective August 2, 2012, the Company entered into five interest rate swap agreements with an aggregate notional amount of $300,000 for the Second Term Loan through August 2, 2017, resulting in a fixed all-in interest rate based on the Company's current leverage ratio (as defined in the swap agreements), which interest rate was 2.38% at September 30, 2014. The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. |
The following tables present the effect of derivative instruments on the Company's consolidated statements of operations and comprehensive income, including the location and amount of unrealized gain (loss) on outstanding derivative instruments in cash flow hedging relationships, for the three and nine months ended September 30, 2014 and 2013: |
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| | Amount of Gain (Loss) Recognized in OCI on Derivative Instruments | | Location of Loss Reclassified from AOCI into Income | | Amount of Loss Reclassified from AOCI into Income |
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| | (Effective Portion) | | (Effective Portion) | | (Effective Portion) |
| | For the three months ended | | | | | For the three months ended |
| | September 30, | | | | | September 30, |
| | 2014 | | 2013 | | | | | 2014 | | 2013 |
Derivatives in cash flow hedging relationships: | | | | | | | | | | |
Interest rate swaps | | $ | 2,664 | | | $ | (2,345 | ) | | Interest expense | | $ | 1,113 | | | $ | 1,072 | |
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| | Amount of (Loss) Gain Recognized in OCI on Derivative Instruments | | Location of Loss Reclassified from AOCI into Income | | Amount of Loss Reclassified from AOCI into Income |
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| | (Effective Portion) | | (Effective Portion) | | (Effective Portion) |
| | For the nine months ended | | | | | For the nine months ended |
| | September 30, | | | | | September 30, |
| | 2014 | | 2013 | | | | | 2014 | | 2013 |
Derivatives in cash flow hedging relationships: | | | | | | | | | | |
Interest rate swaps | | $ | (1,424 | ) | | $ | 10,255 | | | Interest expense | | $ | 3,297 | | | $ | 3,153 | |
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During the three and nine months ended September 30, 2014 and 2013, the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings. |
As of September 30, 2014 and December 31, 2013, there was $3,192 and $4,616 in cumulative unrealized gain, respectively, of which $3,183 and $4,603 was included in AOCI, respectively, and $9 and $13 was attributable to noncontrolling interests, respectively. The Company expects that approximately $4,417 will be reclassified from AOCI and noncontrolling interests and recognized as a reduction to income in the next 12 months, calculated as estimated interest expense using the interest rates on the derivative instruments as of September 30, 2014. |
Extinguishment of Debt |
As discussed above, the Company refinanced its senior unsecured credit facility and Second Term Loan and LHL refinanced its unsecured revolving credit facility on January 8, 2014. The refinancing arrangements for the senior unsecured credit facility and Second Term Loan were considered substantial modifications. In accordance with GAAP guidance, the Company recognized a loss from extinguishment of debt of $2,487, which is included in the accompanying consolidated statements of operations and comprehensive income. The loss from extinguishment of debt represents a portion of the unamortized deferred financing costs from the original agreements. |
Mortgage Loans |
The Company’s mortgage loans are secured by the respective properties. The mortgages are non-recourse to the Company except for fraud or misapplication of funds. |
On May 1, 2014, the Company repaid without fee or penalty the Hotel Deca mortgage loan in the amount of $8,703 plus accrued interest through borrowings under its senior unsecured credit facility. The loan was due to mature in August 2014. |
The mortgage loans contain debt service coverage ratio tests related to the mortgaged properties. If the debt service coverage ratio for a specific property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel will automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows may be directed to the lender ("cash trap") until such time as the property again complies with the specified debt service coverage ratio or the mortgage is paid off. |
Financial Covenants |
Failure of the Company to comply with the financial covenants contained in its credit facilities, term loans and non-recourse secured mortgages could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions. |
If the Company violates the financial covenants contained in any of its credit facilities or term loans described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders. |
A cash trap associated with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company. |
As of September 30, 2014, the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable or mortgage loans. |