Debt | Mortgages Mortgages payable at March 31, 2020 and December 31, 2019 consisted of the following: March 31, 2020 December 31, 2019 Mortgage Indebtedness $ 333,558 $ 333,948 Net Unamortized Premium 703 821 Net Unamortized Deferred Financing Costs (2,279) (2,489) Mortgages Payable $ 331,982 $ 332,280 Net Unamortized Deferred Financing Costs associated with entering into mortgage indebtedness are deferred and amortized over the life of the mortgages. Net Unamortized Premiums are also amortized over the remaining life of the loans. Mortgage indebtedness balances are subject to fixed and variable interest rates, which ranged from 2.99% to 6.30% as of March 31, 2020. Aggregate interest expense incurred under the mortgage loans payable totaled $3,485 and $3,990 during the three months ended March 31, 2020 and 2019, respectively. Our mortgage indebtedness contains various financial and non-financial covenants customarily found in secured, non-recourse financing arrangements. Our mortgage loans payable typically require that specified debt service coverage ratios be maintained with respect to the financed properties before we can exercise certain rights under the loan agreements relating to such properties. If the specified criteria are not satisfied, the lender may be able to escrow cash flow generated by the property securing the applicable mortgage loan. We have determined that all debt covenants contained in the loan agreements securing our consolidated hotel properties were met as of March 31, 2020. As of March 31, 2020, the maturity dates for the outstanding mortgage loans ranged from January 2021 to September 2025. Unsecured Notes Payable We have two junior subordinated notes payable in the aggregate amount of $51,548 to the Hersha Statutory Trusts pursuant to indenture agreements which will mature on July 30, 2035, but may be redeemed at our option, in whole or in part, prior to maturity in accordance with the provisions of the indenture agreements. The $25,774 of notes issued to each of Hersha Statutory Trust I and Hersha Statutory Trust II bear interest at a variable rate of LIBOR plus 3% per annum. This rate resets 2 business days prior to each quarterly payment. The face value of the notes payable is offset by $798 and $812 as of March 31, 2020 and December 31, 2019, respectively, in net deferred financing costs incurred as a result of entering into these indentures. The deferred financing costs are amortized over the life of the notes payable. The weighted average interest rate on our two junior subordinated notes payable was 4.82% and 5.68% during the three months ended March 31, 2020 and 2019, respectively. Interest expense on Unsecured Notes Payable in the amount of $628 and $731 was recorded for the three months ended March 31, 2020 and 2019, respectively. Credit Facilities as of March 31, 2020 We maintain three unsecured credit agreements which aggregate to $950,900 with Citigroup Global Markets Inc., Wells Fargo Bank, Inc. and various other lenders. Our credit facility provides for a $457,000 senior unsecured credit facility (“Credit Facility”). The Credit Facility consists of a $250,000 senior unsecured revolving line of credit (“Line of Credit”) and a $207,000 senior unsecured term loan ("First Term Loan"). The Credit Facility expires on August 10, 2022, and, provided no event of default has occurred, we may request that the lenders renew the credit facility for an additional one- year period. The Credit Facility is also expandable to $857,000 at our request, subject to the satisfaction of certain conditions. We maintain another credit agreement which provides for a $300,000 senior unsecured term loan agreement (“Second Term Loan”) and expires on September 10, 2024. A separate credit agreement provides for a $193,900 senior unsecured term loan agreement (“Third Term Loan”) and expires on August 2, 2021. The amount that we can borrow at any given time under our Line of Credit, and the individual term loans (each a “Term Loan” and together the “Term Loans”) is governed by certain operating metrics of designated unencumbered hotel properties known as borrowing base assets. As of March 31, 2020, the following hotel properties were borrowing base assets: - Courtyard, Brookline, MA - Mystic Marriott Hotel & Spa, Groton, CT - Holiday Inn Express, Cambridge, MA - Hampton Inn, Washington, DC - Envoy Hotel, Boston, MA - Ritz Carlton, Washington, DC - The Boxer, Boston, MA - Hilton Garden Inn, M Street, Washington, DC - Hampton Inn, Seaport, NY - Residence Inn, Coconut Grove, FL - The Duane Street Hotel, NY - The Winter Haven, Miami, FL - NU Hotel, Brooklyn, NY - The Blue Moon, Miami, FL - Holiday Inn Express, 29th Street, NY - The Cadillac Hotel and Beach Club, Miami, FL - The Gate JFK Airport, New York, NY - The Parrot Key Hotel & Resort, Key West, FL - Hilton Garden Inn, JFK Airport, New York, NY - TownePlace Suites, Sunnyvale, CA - Hyatt House White Plains, NY - The Ambrose Hotel, Santa Monica, CA - Sheraton, Wilmington South, DE - Courtyard, San Diego, CA - Hampton Inn, Philadelphia, PA - The Pan Pacific Hotel, Seattle, WA - The Rittenhouse, Philadelphia, PA - The Westin, Philadelphia, PA On April 2, 2020, the Company signed an amendment to the Credit Facility, which, among other things, changed the facility from an unsecured borrowing facility to a secured borrowing facility. Additionally, the Company received $100,000 in available funds on its Line of Credit, of which $25,000 was drawn during April 2020. The interest rate for borrowings under the Line of Credit and Term Loans are based on a pricing grid with a range of one month U.S. LIBOR plus a spread. The following table summarizes the balances outstanding and interest rate spread for each borrowing: Outstanding Balance Borrowing Spread March 31, 2020 December 31, 2019 Line of Credit 1.50% to 2.25% $ 70,000 $ 48,000 Unsecured Term Loan: First Term Loan 1.45% to 2.20% $ 207,000 $ 207,000 Second Term Loan 1.35% to 2.00% 300,000 300,000 Third Term Loan 1.45% to 2.20% 193,900 193,900 Deferred Loan Costs (3,510) (3,717) Total Unsecured Term Loan $ 697,390 $ 697,183 On April 2, 2020, the Company amended the Credit Facility, through which the Company received a waiver of covenants through March 31, 2021. Upon expiration of the covenant waiver in March 2021, the following covenant requirements will again become effective. The Credit Facility and the Term Loans include certain financial covenants and require that we maintain: (1) a minimum tangible net worth (calculated as total assets, plus accumulated depreciation, less total liabilities, intangibles and other defined adjustments) of $1,119,500, plus an amount equal to 75% of the net cash proceeds of all issuances and primary sales of equity interests of the parent guarantor or any of its subsidiaries consummated following the closing date; (2) annual distributions not to exceed 95% of adjusted funds from operations; and (3) certain financial ratios, including the following: - a fixed charge coverage ratio of not less than 1.50 to 1.00; - a maximum leverage ratio of not more than 60%; and - a maximum secured debt leverage ratio of 45%. The Company recorded interest expense of $7,034 and $8,636 related to borrowings drawn on the Credit Facility and Term Loans for the three months ended March 31, 2020 and 2019, respectively. The weighted average interest rate, inclusive of the effect of derivative instruments, on the Credit Facility and Term Loans was 4.19% and 4.12% for the three months ended March 31, 2020 and 2019, respectively. Deferred Financing Costs As noted above, costs associated with entering into mortgages, notes payable and our credit facilities are deferred and amortized over the life of the debt instruments. The deferred costs related to mortgages and term loans and unsecured notes payable are presented as reductions in the respective debt balances. Amortization of deferred costs for the three months ended March 31, 2020 and 2019 was $565 and $574 respectively. New Debt/Refinance On April 2, 2020, we amended all three of our credit agreements, including the Credit Facility and borrowing base of assets on the Line of Credit to access an additional $100,000. With these amendments, we received waivers on all financial covenants through March 31, 2021. The proceeds from the borrowings drawn will be used to fund the operating expenses of the business. See "Liquidity, Capital Resources and Equity Offerings". On December 4, 2019, we refinanced the outstanding mortgage debt with an original principal balance of $44,325 secured by the Hilton Garden Inn, 52nd Street, NY. The loan was due to mature on February 24, 2020, but will now mature on December 4, 2022. Contemporaneous with the mortgage refinance, we entered into an interest rate swap that matures December 4, 2022 that fixes the interest rate at 3.84% until maturity. On September 10, 2019, we refinanced our Second Term Loan. We maintained the $300 million principal balance. The Second Term Loan was due to expire on August 10, 2020 but will now expire on September 10, 2024. The financial covenants on the new loan are substantially the same as the previous loan. Also during September 2019 we entered into new interest rate swap contracts for $700.9 million of our Credit Facility and Term Loans. See "Note 8 - Fair Value Measurements and Derivative Instruments" for more information on the interest rate swap. On July 25, 2019, we refinanced the outstanding mortgage debt with an original principal balance of $45,000 secured by the Hilton Garden Inn Tribeca, New York, NY. The loan was due to mature on November 13, 2019, but will now mature on July 25, 2024. Contemporaneous with the mortgage refinance, we entered into an interest rate swap that matures July 25, 2024 that fixes the interest rate at 4.02% until maturity. |