Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 08, 2018 | Jun. 30, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | Sunstone Hotel Investors, Inc. | ||
Entity Central Index Key | 1,295,810 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 3.6 | ||
Entity Common Stock, Shares Outstanding | 225,321,660 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 488,002 | $ 369,537 |
Restricted cash | 71,309 | 67,923 |
Accounts receivable, net | 34,219 | 39,337 |
Inventories | 1,323 | 1,225 |
Prepaid expenses | 10,464 | 10,489 |
Assets held for sale, net | 122,807 | 79,113 |
Total current assets | 728,124 | 567,624 |
Investment in hotel properties, net | 3,106,066 | 3,158,219 |
Deferred financing fees, net | 1,305 | 4,002 |
Other assets, net | 22,317 | 9,389 |
Total assets | 3,857,812 | 3,739,234 |
Current liabilities: | ||
Accounts payable and accrued expenses | 31,810 | 36,110 |
Accrued payroll and employee benefits | 26,687 | 24,896 |
Dividends and distributions payable | 133,894 | 119,847 |
Other current liabilities | 44,502 | 39,869 |
Current portion of notes payable, net | 5,477 | 184,929 |
Liabilities of assets held for sale | 189 | 3,153 |
Total current liabilities | 242,559 | 408,804 |
Notes payable, less current portion, net | 977,282 | 746,374 |
Capital lease obligations, less current portion | 26,804 | 15,574 |
Other liabilities | 28,989 | 36,650 |
Total liabilities | 1,275,634 | 1,207,402 |
Commitments and contingencies (Note 12) | ||
Equity | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 225,321,660 shares issued and outstanding at December 31, 2017 and 220,073,140 shares issued and outstanding at December 31, 2016 | 2,253 | 2,201 |
Additional paid in capital | 2,679,221 | 2,596,620 |
Retained earnings | 932,277 | 786,901 |
Cumulative dividends and distributions | (1,270,013) | (1,092,952) |
Total stockholders' equity | 2,533,738 | 2,482,770 |
Noncontrolling interest in consolidated joint venture | 48,440 | 49,062 |
Total equity | 2,582,178 | 2,531,832 |
Total liabilities and equity | 3,857,812 | 3,739,234 |
Series E Cumulative Redeemable Preferred Stock | ||
Equity | ||
Cumulative Redeemable Preferred Stock | 115,000 | 115,000 |
Series F Cumulative Redeemable Preferred Stock | ||
Equity | ||
Cumulative Redeemable Preferred Stock | $ 75,000 | $ 75,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 8 Months Ended | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | May 01, 2016 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 220,073,140 | 220,073,140 | 225,321,660 | 220,073,140 | |
Common stock, shares outstanding (in shares) | 220,073,140 | 220,073,140 | 225,321,660 | 220,073,140 | |
Series D Cumulative Redeemable Preferred Stock | |||||
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) | 0 | ||||
Series E Cumulative Redeemable Preferred Stock | |||||
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) | 6.95% | 6.95% | 6.95% | ||
Preferred stock, Cumulative Redeemable Preferred Stock, shares issued (in shares) | 4,600,000 | 4,600,000 | 4,600,000 | 4,600,000 | |
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) | 4,600,000 | 4,600,000 | 4,600,000 | 4,600,000 | |
Preferred stock, Cumulative Redeemable Preferred Stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 25 | |
Series F Cumulative Redeemable Preferred Stock | |||||
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) | 6.45% | 6.45% | 6.45% | ||
Preferred stock, Cumulative Redeemable Preferred Stock, shares issued (in shares) | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |
Preferred stock, Cumulative Redeemable Preferred Stock, shares outstanding (in shares) | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |
Preferred stock, Cumulative Redeemable Preferred Stock, liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 25 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | |||
Room | $ 829,320,000 | $ 824,340,000 | $ 874,117,000 |
Food and beverage | 296,933,000 | 294,415,000 | 293,892,000 |
Other operating | 67,385,000 | 70,585,000 | 81,171,000 |
Total revenues | 1,193,638,000 | 1,189,340,000 | 1,249,180,000 |
OPERATING EXPENSES | |||
Room | 213,301,000 | 211,947,000 | 224,035,000 |
Food and beverage | 201,225,000 | 204,102,000 | 204,932,000 |
Other operating | 16,392,000 | 16,684,000 | 21,335,000 |
Advertising and promotion | 58,572,000 | 60,086,000 | 61,892,000 |
Repairs and maintenance | 46,298,000 | 44,307,000 | 46,557,000 |
Utilities | 30,419,000 | 30,424,000 | 34,543,000 |
Franchise costs | 36,681,000 | 36,647,000 | 40,096,000 |
Property tax, ground lease and insurance | 83,716,000 | 82,979,000 | 94,967,000 |
Other property-level expenses | 138,525,000 | 142,742,000 | 142,332,000 |
Corporate overhead | 28,817,000 | 25,991,000 | 33,339,000 |
Depreciation and amortization | 158,634,000 | 163,016,000 | 164,716,000 |
Impairment loss | 40,053,000 | 0 | 0 |
Total operating expenses | 1,052,633,000 | 1,018,925,000 | 1,068,744,000 |
Operating income | 141,005,000 | 170,415,000 | 180,436,000 |
Interest and other income | 4,340,000 | 1,800,000 | 3,885,000 |
Interest expense | (51,766,000) | (50,283,000) | (66,516,000) |
Loss on extinguishment of debt | (824,000) | (284,000) | (2,964,000) |
Gain on sale of assets | 45,474,000 | 18,413,000 | 226,217,000 |
Income before income taxes and discontinued operations | 138,229,000 | 140,061,000 | 341,058,000 |
Income tax benefit (provision), net | 7,775,000 | 616,000 | (1,434,000) |
Income from continuing operations | 146,004,000 | 140,677,000 | 339,624,000 |
Income from discontinued operations, net of tax | 7,000,000 | 15,895,000 | |
NET INCOME | 153,004,000 | 140,677,000 | 355,519,000 |
Income from consolidated joint ventures attributable to noncontrolling interests | (7,628,000) | (6,480,000) | (8,164,000) |
Preferred stock dividends and redemption charge | (12,830,000) | (15,964,000) | (9,200,000) |
INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ 132,546,000 | $ 118,233,000 | $ 338,155,000 |
Basic and diluted per share amounts: | |||
Income from continuing operations attributable to common stockholders (in dollars per share) | $ 0.56 | $ 0.55 | $ 1.54 |
Income from discontinued operations, net of tax (in dollars per share) | 0.03 | 0.08 | |
Basic and diluted income attributable to common stockholders per common share (in dollars per share) | $ 0.59 | $ 0.55 | $ 1.62 |
Basic and diluted weighted average common shares outstanding (in shares) | 221,898 | 214,966 | 207,350 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) | Series D Cumulative Redeemable Preferred StockPreferred Stock | Series D Cumulative Redeemable Preferred StockAdditional Paid In Capital | Series D Cumulative Redeemable Preferred StockCumulative dividends and distributions | Series D Cumulative Redeemable Preferred Stock | Series E Cumulative Redeemable Preferred StockPreferred Stock | Series E Cumulative Redeemable Preferred StockCumulative dividends and distributions | Series E Cumulative Redeemable Preferred Stock | Series F Cumulative Redeemable Preferred StockPreferred Stock | Series F Cumulative Redeemable Preferred StockCumulative dividends and distributions | Series F Cumulative Redeemable Preferred Stock | Common Stock | Additional Paid In Capital | Retained Earnings | Cumulative dividends and distributions | Noncontrolling Interest in Consolidated Joint Venture | Total |
Beginning Balance at Dec. 31, 2014 | $ 115,000,000 | $ 2,048,000 | $ 2,418,567,000 | $ 305,503,000 | $ (624,545,000) | $ 52,261,000 | $ 2,268,834,000 | |||||||||
Beginning Balance (in shares) at Dec. 31, 2014 | 4,600,000 | 204,766,718 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Deferred stock compensation, net | $ 7,000 | 2,840,000 | 2,847,000 | |||||||||||||
Deferred stock compensation, net (in shares) | 710,108 | |||||||||||||||
Distributions to noncontrolling interest | (9,981,000) | (9,981,000) | ||||||||||||||
Sale of noncontrolling interest | (125,000) | (125,000) | ||||||||||||||
Issuance of common stock distributions | $ 21,000 | 37,328,000 | 37,349,000 | |||||||||||||
Issuance of common stock distributions (in shares) | 2,127,565 | |||||||||||||||
Common stock distributions and distributions payable | (294,123,000) | (294,123,000) | ||||||||||||||
Preferred stock dividends and dividends payable | $ (9,200,000) | $ (9,200,000) | ||||||||||||||
Net income | 347,355,000 | 8,164,000 | 355,519,000 | |||||||||||||
New Accounting Pronouncement Effect Of Adoption On Additional Paid In Capital | 154,000 | |||||||||||||||
New Accounting Pronouncement Effect Of Adoption On Retained Earnings | (154,000) | |||||||||||||||
Ending Balance at Dec. 31, 2015 | $ 115,000,000 | $ 2,076,000 | 2,458,889,000 | 652,704,000 | (927,868,000) | 50,319,000 | 2,351,120,000 | |||||||||
Ending Balance (in shares) at Dec. 31, 2015 | 4,600,000 | 207,604,391 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Deferred stock compensation, net | $ 15,000 | 7,414,000 | 7,429,000 | |||||||||||||
Deferred stock compensation, net (in shares) | 1,482,621 | |||||||||||||||
Distributions to noncontrolling interest | (7,737,000) | (7,737,000) | ||||||||||||||
Issuance of common stock distributions | $ 74,000 | 78,749,000 | 78,823,000 | |||||||||||||
Issuance of common stock distributions (in shares) | 7,422,081 | |||||||||||||||
Common stock distributions and distributions payable | (149,120,000) | (149,120,000) | ||||||||||||||
Preferred stock dividends and dividends payable | (2,428,000) | (2,428,000) | $ (6,460,000) | $ (6,460,000) | $ (3,024,000) | $ (3,024,000) | ||||||||||
Net income | 134,197,000 | 6,480,000 | 140,677,000 | |||||||||||||
Redemption of preferred stock | $ (115,000,000) | $ 4,052,000 | $ (4,052,000) | $ (115,000,000) | ||||||||||||
Redemption of preferred stock (in shares) | (4,600,000) | |||||||||||||||
Net proceeds from sales of preferred stock | $ 115,000,000 | $ 75,000,000 | (6,640,000) | 183,360,000 | ||||||||||||
Number of shares of preferred stock sold (in shares) | 4,600,000 | 3,000,000 | ||||||||||||||
Net proceeds from sale of common stock | $ 36,000 | 54,156,000 | 54,192,000 | |||||||||||||
Number of shares of common stock sold (in shares) | 3,564,047 | |||||||||||||||
Ending Balance at Dec. 31, 2016 | $ 115,000,000 | $ 75,000,000 | $ 2,201,000 | 2,596,620,000 | 786,901,000 | (1,092,952,000) | 49,062,000 | 2,531,832,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2016 | 4,600,000 | 3,000,000 | 220,073,140 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Deferred stock compensation, net | $ 4,000 | 4,717,000 | 4,721,000 | |||||||||||||
Deferred stock compensation, net (in shares) | 371,665 | |||||||||||||||
Distributions to noncontrolling interest | (8,250,000) | (8,250,000) | ||||||||||||||
Common stock distributions and distributions payable | (164,231,000) | (164,231,000) | ||||||||||||||
Preferred stock dividends and dividends payable | $ (7,993,000) | $ (7,993,000) | $ (4,837,000) | $ (4,837,000) | ||||||||||||
Net income | 145,376,000 | 7,628,000 | 153,004,000 | |||||||||||||
Net proceeds from sale of common stock | $ 48,000 | 77,884,000 | 77,932,000 | |||||||||||||
Number of shares of common stock sold (in shares) | 4,876,855 | |||||||||||||||
Ending Balance at Dec. 31, 2017 | $ 115,000,000 | $ 75,000,000 | $ 2,253,000 | $ 2,679,221,000 | $ 932,277,000 | $ (1,270,013,000) | $ 48,440,000 | $ 2,582,178,000 | ||||||||
Ending Balance (in shares) at Dec. 31, 2017 | 4,600,000 | 3,000,000 | 225,321,660 |
CONSOLIDATED STATEMENT OF EQUIT
CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Issuance of common stock distributions per share (in dollars per share) | $ 1.26 | $ 0.36 |
Common stock distributions and distributions payable, per share (in dollars per share) | 0.68 | 1.41 |
Series D Cumulative Redeemable Preferred Stock | ||
Preferred stock dividends declared (in dollars per share) | 0.527778 | $ 2 |
Series E Cumulative Redeemable Preferred Stock | ||
Preferred stock dividends declared (in dollars per share) | 1.404450 | |
Series F Cumulative Redeemable Preferred Stock | ||
Preferred stock dividends declared (in dollars per share) | $ 1.00785 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 153,004,000 | $ 140,677,000 | $ 355,519,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Bad debt expense | 730,000 | 618,000 | 238,000 |
Gain on sale of assets, net | (52,747,000) | (18,422,000) | (242,234,000) |
Loss on extinguishment of debt | 824,000 | 284,000 | 2,964,000 |
Gain on redemption of note receivable | (939,000) | ||
Noncash interest on derivatives and capital lease obligations, net | 3,106,000 | (1,426,000) | (309,000) |
Depreciation | 155,962,000 | 159,919,000 | 160,405,000 |
Amortization of franchise fees and other intangibles | 3,141,000 | 3,743,000 | 6,479,000 |
Amortization of deferred financing fees | 2,409,000 | 2,200,000 | 3,148,000 |
Amortization of deferred stock compensation | 8,042,000 | 7,157,000 | 9,695,000 |
Impairment loss | 40,053,000 | 0 | 0 |
Hurricane-related loss | 201,000 | ||
Deferred income taxes, net | (9,235,000) | ||
Changes in operating assets and liabilities: | |||
Restricted cash | 3,998,000 | 17,625,000 | 8,536,000 |
Accounts receivable | 3,175,000 | (8,401,000) | 1,775,000 |
Inventories | (16,000) | 40,000 | 44,000 |
Prepaid expenses and other assets | (1,820,000) | 977,000 | 1,445,000 |
Accounts payable and other liabilities | (822,000) | 476,000 | 4,619,000 |
Accrued payroll and employee benefits | 784,000 | (54,000) | (2,060,000) |
Net cash provided by operating activities | 310,789,000 | 305,413,000 | 309,325,000 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from sales of assets | 150,215,000 | 41,587,000 | 565,115,000 |
Disposition deposit | 250,000 | ||
Proceeds from redemption of note receivable | 1,125,000 | ||
Restricted cash - replacement reserve | (7,384,000) | (9,368,000) | (2,642,000) |
Acquisitions of hotel property and other assets, net | (173,728,000) | (2,447,000) | |
Renovations and additions to hotel properties | (115,097,000) | (182,185,000) | (164,232,000) |
Payment for interest rate derivatives | (125,000) | (13,000) | |
Net cash (used in) provided by investing activities | (146,119,000) | (152,163,000) | 399,353,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from preferred stock offerings | 190,000,000 | ||
Payment of preferred stock offering costs | (6,640,000) | ||
Redemption of preferred stock | (115,000,000) | ||
Proceeds from common stock offerings | 79,407,000 | 55,133,000 | |
Payment of common stock offering costs | (1,475,000) | (941,000) | |
Repurchase of common stock for employee withholding obligations | (3,793,000) | (2,641,000) | (9,264,000) |
Proceeds from notes payable and credit facility | 460,000,000 | 100,000,000 | 123,000,000 |
Payments on notes payable and credit facility | (405,542,000) | (265,536,000) | (450,812,000) |
Payments of costs related to extinguishment of notes payable | (1,000) | (173,000) | (1,245,000) |
Payments of deferred financing costs | (3,537,000) | (1,759,000) | (5,861,000) |
Dividends and distributions paid | (163,014,000) | (227,486,000) | (77,544,000) |
Distributions to noncontrolling interest | (8,250,000) | (7,737,000) | (9,981,000) |
Net cash used in financing activities | (46,205,000) | (282,780,000) | (431,707,000) |
Net increase (decrease) in cash and cash equivalents | 118,465,000 | (129,530,000) | 276,971,000 |
Cash and cash equivalents, beginning of year | 369,537,000 | 499,067,000 | 222,096,000 |
Cash and cash equivalents, end of year | 488,002,000 | 369,537,000 | 499,067,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Cash paid for interest | 40,987,000 | 50,107,000 | 63,552,000 |
Cash paid for income taxes, net | 1,433,000 | 1,241,000 | 583,000 |
NONCASH INVESTING ACTIVITY | |||
(Decrease) increase in accounts payable related to renovations and additions to hotel properties and other assets | (3,180,000) | 6,429,000 | 8,268,000 |
Amortization of deferred stock compensation - construction activities | 472,000 | 591,000 | 580,000 |
NONCASH FINANCING ACTIVITY | |||
Preferred stock redemption charge | 4,052,000 | ||
Issuance of common stock distributions | 78,823,000 | 37,349,000 | |
Dividends and distributions payable | $ 133,894,000 | $ 119,847,000 | $ 265,124,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company, through its 100% controlling interest in Sunstone Hotel Partnership, LLC (the “Operating Partnership”), of which the Company is the sole managing member, and the subsidiaries of the Operating Partnership, including Sunstone Hotel TRS Lessee, Inc. (the “TRS Lessee”) and its subsidiaries, is currently engaged in acquiring, owning, asset managing and renovating hotel properties. The Company may also sell certain hotel properties from time to time. The Company operates as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. The Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels, in transactions that are intended to generate qualifying income. As of December 31, 2017, the Company had interests in 27 hotels (the “27 hotels”), two of which were considered held for sale, leaving 25 hotels currently held for investment (the “25 hotels”). The Company’s third-party managers included the following: Number of Hotels Subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”) 11 Interstate Hotels & Resorts, Inc. 4 Highgate Hotels L.P. and an affiliate 3 Crestline Hotels & Resorts 2 Hilton Worldwide 2 Hyatt Corporation 2 Davidson Hotels & Resorts 1 HEI Hotels & Resorts 1 Singh Hospitality, LLC 1 Total hotels owned as of December 31, 2017 27 (1) The Marriott Philadelphia and the Marriott Quincy, located in Pennsylvania and Massachusetts, respectively, were considered held for sale as of December 31, 2017, and subsequently sold in January 2018 (see Note 14). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity within the meaning of the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Based on its review, the Company determined that all of its subsidiaries were properly consolidated as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015. Noncontrolling interest at both December 31, 2017 and 2016 represents the outside 25.0% equity interest in the Hilton San Diego Bayfront, which the Company includes in its financial statements on a consolidated basis. The Company has evaluated subsequent events through the date of issuance of these financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 materially from those estimates. Cash and Cash Equivalents Cash and cash equivalents are defined as cash on hand and in various bank accounts plus credit card receivables and all short-term investments with an original maturity of three months or less. The Company maintains cash and cash equivalents and certain other financial instruments with various financial institutions. These financial institutions are located throughout the country and the Company’s policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. At December 31, 2017 and 2016, the Company had amounts in banks that were in excess of federally insured amounts. Restricted Cash Restricted cash is comprised of reserve accounts for debt service, interest reserves, seasonality reserves, capital replacements, ground leases, and property taxes. These restricted funds are subject to supervision and disbursement approval by certain of the Company’s lenders and/or hotel managers. Accounts Receivable Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. Accounts receivable also includes, among other things, receivables from tenants who lease space in the Company’s hotels. The Company maintains an allowance for doubtful accounts sufficient to cover potential credit losses. The Company’s accounts receivable includes an allowance for doubtful accounts of $0.3 million and $0.2 million at December 31, 2017 and 2016, respectively. Inventories Inventories, consisting primarily of food and beverages at the hotels, are stated at the lower of cost or market, with cost determined on a method that approximates first-in, first-out basis. Acquisitions of Hotel Properties and Other Entities Accounting for the acquisition of a hotel property or other entity as a business combination requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and any capital lease obligations that are assumed as part of the acquisition of a leasehold interest. When the Company acquires a hotel property or other entity as a business combination, it uses all available information to make these fair value determinations, and engages independent valuation specialists to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, the Company believes that the recording of acquired assets and liabilities is a critical accounting policy. Investments in Hotel Properties Depreciation expense is based on the estimated life of the Company’s assets. The life is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish the Company’s hotels, as well as specific market and economic conditions. Hotel properties are depreciated using the straight-line method over estimated useful lives primarily ranging from five to 35 years for buildings and improvements and three to 12 years for furniture, fixtures and equipment. Intangible assets are amortized using the straight-line method over their estimated useful life or over the length of the related agreement, whichever is shorter. The Company’s investment in hotel properties, net also includes initial franchise fees which are recorded at cost and amortized using the straight-line method over the lives of the franchise agreements ranging from 14 to 27 years. All other franchise fees that are based on the Company’s results of operations are expensed as incurred. While the Company believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of the Company’s hotels. The Company has not changed the useful lives of any of its assets during the periods discussed. The Company follows the requirements of the Property, Plant and Equipment Topic of the FASB ASC, which requires impairment losses to be recorded on long-lived assets to be held and used by the Company when indicators of impairment are present and the future undiscounted net cash flows expected to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment is recognized. The impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company performs a Level 3 analysis of fair value, using a discounted cash flow analysis to estimate the fair value of its hotel properties, taking into account each property’s expected cash flow from operations and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate. The Company’s judgement is required in determining the discount rate applied to estimated cash flows, growth rate of the properties, operating income of the properties, the need for capital expenditures, as well as specific market and economic conditions. Based on the Company’s review, two hotel properties were impaired during 2017 (see Note 3 and Note 5), and no hotel properties were impaired during either 2016 or 2015. Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale. The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as the availability of suitable financing. The realization of the Company’s investment in hotel properties is dependent upon future uncertain events and conditions and, accordingly, the actual timing and amounts realized by the Company may be materially different from their estimated fair values. Assets Held for Sale The Company considers a hotel held for sale if it is probable that the sale will be completed within twelve months, among other requirements. A sale may be considered to be probable once the buyer completes its due diligence of the asset, there is an executed purchase and sale agreement between the Company and the buyer, the buyer waives any closing contingencies, there are no third party approvals necessary and the Company has received a substantial non-refundable deposit. Depreciation ceases when a property is held for sale. Should an impairment loss be required for assets held for sale, the related assets are adjusted to their estimated fair values, less costs to sell. If the sale of the hotel represents a strategic shift that will have a major effect on the Company’s operations and financial results, the hotel is included in discontinued operations, and operating results are removed from income from continuing operations and reported as discontinued operations. The operating results for any such assets for any prior periods presented must also be reclassified as discontinued operations. As of December 31, 2017, the Company’s Marriott Philadelphia and Marriott Quincy were considered held for sale, and subsequently sold in January 2018 (see Note 14). As of December 31, 2016, the Company’s Fairmont Newport Beach was considered held for sale, and subsequently sold in February 2017 (see Note 4). Based on the criteria noted above, none of these hotels were included in discontinued operations. Deferred Financing Fees Deferred financing fees consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments, and are amortized to interest expense over the terms of the related debt or commitment. If a loan is refinanced or paid before its maturity, any unamortized deferred financing costs will generally be expensed unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Deferred financing fees related to the Company’s undrawn credit facility are included on the Company’s consolidated balance sheets as an asset, and are amortized ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. At December 31, 2016, the deferred financing fees asset on the Company’s consolidated balance sheet also included fees related to the Company’s unfunded senior unsecured notes. During the first quarter of 2017, the senior unsecured notes were funded, and the related deferred financing fees were reclassified to the appropriate current and long-term liabilities. Deferred financing fees related to the Company’s outstanding debt are included on the Company’s consolidated balance sheets as a contra-liability (see Note 7), and subsequently amortized ratably over the term of the related debt. Interest Rate Derivatives The Company’s objective in holding interest rate derivatives is to manage its exposure to the interest rate risks related to its floating rate debt. To accomplish this objective, the Company uses interest rate caps and swaps, none of which qualifies for effective hedge accounting treatment. The Company records interest rate protection agreements on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in the consolidated statements of operations. Revenue Recognition Room revenue and food and beverage revenue are recognized as earned, which is generally defined as the date upon which a guest occupies a room and/or utilizes the hotel’s services. Additionally, some of the Company’s hotel rooms are booked through independent internet travel intermediaries. Revenue for these rooms is booked at the price the Company sold the room to the independent internet travel intermediary less any discount or commission paid. Other operating revenue consists of revenue derived from incidental hotel services such as telephone/internet, parking, spa, entertainment and other guest services, along with tenant lease revenues related to hotel space leased by third parties, any cancellation or attrition revenue and any performance guarantees. During 2016, the Company recognized $5.0 million in other operating revenue from a performance guarantee received from Marriott related to the Wailea Beach Resort. In addition, prior to its sale in September 2015, other operating revenue also included revenue generated by BuyEfficient, LLC Inc. (“BuyEfficient”), an electronic purchasing platform that allowed members to procure food, operating supplies, furniture, fixtures and equipment. Revenues from incidental hotel services and BuyEfficient are recognized in the period the related services are provided or the revenue is earned. Advertising and Promotion Costs Advertising and promotion costs are expensed when incurred. Advertising and promotion costs represent the expense for advertising and reservation systems under the terms of the hotel franchise and brand management agreements and general and administrative expenses that are directly attributable to advertising and promotions. Stock Based Compensation Compensation expense related to awards of restricted shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period. Income Taxes The Company has elected to be treated as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the “Code”). Management believes that the Company has qualified and intends to continue to qualify as a REIT. Therefore, the Company is permitted to deduct distributions paid to its stockholders, eliminating the federal taxation of income represented by such distributions at the company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. In addition, the TRS Lessee, which leases the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes. The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Accordingly , 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 income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company performs a quarterly review for any uncertain tax positions and, if necessary, records the expected future tax consequences of uncertain tax positions in accordance with the Income Taxes Topic of the FASB ASC. The guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Company’s management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. Comprehensive Income The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations. Noncontrolling Interests The Company’s financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. The consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interests and total equity. At December 31, 2017, 2016 and 2015, the noncontrolling interests reported in the Company’s financial statements included Hilton Worldwide’s 25.0% ownership in the Hilton San Diego Bayfront. Additionally, prior to the Company’s sale of its interests in the Doubletree Guest Suites Times Square in December 2015, the noncontrolling interests reported in the Company’s financial statements also included preferred investors that owned a $0.1 million preferred equity interest in a subsidiary captive REIT that owned the Doubletree Guest Suites Times Square. Dividends Under current federal income tax laws related to REITs, the Company is required to distribute at least 90% of its net taxable income to its stockholders. Currently, the Company pays quarterly cash dividends to its common stockholders, as well as to the preferred stockholders of its 6.95% Series E Cumulative Redeemable Preferred Stock (“Series E preferred stock”) and its 6.45% Series F Cumulative Preferred Stock (“Series F preferred stock”) as declared by the Company’s board of directors. Prior to its redemption date in April 2016, the Company also paid quarterly cash dividends to the preferred stockholders of its 8.0% Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”) as declared by the Company’s board of directors. The Company’s ability to pay dividends is dependent on the receipt of distributions from the Operating Partnership. Earnings Per Share The Company applies the two-class method when computing its earnings per share. As required by the Earnings Per Share Topic of the FASB ASC, the net income per share for each class of stock (common stock and convertible preferred stock) is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share. The Company follows the requirements of the Earnings Per Share Topic of the FASB ASC. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. In accordance with the Earnings Per Share Topic of the FASB ASC, basic earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards and the incremental common shares issuable upon the exercise of stock options, using the more dilutive of either the two-class method or the treasury stock method. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data): Year Ended Year Ended Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Numerator: Net income $ 153,004 $ 140,677 $ 355,519 Income from consolidated joint ventures attributable to noncontrolling interests (7,628) (6,480) (8,164) Preferred stock dividends and redemption charge (12,830) (15,964) (9,200) Distributions paid on unvested restricted stock compensation (860) (754) (1,405) Undistributed income allocated to unvested restricted stock compensation — — (155) Numerator for basic and diluted income attributable to common stockholders $ 131,686 $ 117,479 $ 336,595 Denominator: Weighted average basic and diluted common shares outstanding 221,898 214,966 207,350 Basic and diluted income attributable to common stockholders per common share $ 0.59 $ 0.55 $ 1.62 The Company’s unvested restricted shares associated with its long-term incentive plan and shares associated with common stock options have been excluded from the above calculation of earnings per share for the years ended December 31, 2017, 2016 and 2015, as their inclusion would have been anti-dilutive. Segment Reporting The Company considers each of its hotels to be an operating segment, none of which meets the threshold for a separate reportable segment in accordance with the Segment Reporting Topic of the FASB ASC. Currently, the Company operates in one segment, hotel ownership. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU No. 2014-09”). The core principal of ASU No. 2014-09 is that an entity should recognize revenue to 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. To achieve that core principal, an entity will need to apply a five-step model: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 was originally to be effective during the first quarter of 2017; however, the FASB issued a one-year deferral so that it now becomes effective during the first quarter of 2018. ASU No. 2014-09 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. In March 2016, the FASB clarified the principal versus agent guidance in ASU No. 2014-09 with it issuance of Accounting Standards Update No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ” (“ASU No. 2016-08”). In particular, ASU No. 2016-08 clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions by explaining what a principal controls before the specified good or service is transferred to the customer. In addition, ASU No. 2016-08 reframes the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. ASU No. 2016-08 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-08 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. In May 2016, the FASB amended ASU No. 2014-09’s guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes with its issuance of Accounting Standards Update No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ” (“ASU No. 2016-12”). The amendments clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. This clarification is important because entities that use the modified retrospective transition approach need to apply the standard only to contracts that are not complete as of the date of initial application, and entities that use the full retrospective approach may apply certain practical expedients to completed contracts. In addition, ASU No. 2016-12 clarifies that an entity should consider the probability of collecting substantially all of the consideration to which it will be entitled in exchange for goods and services expected to be transferred to the customer rather than the total amount promised for all the goods or services in the contract. ASU No. 2016-12 also clarifies that an entity may consider its ability to manage its exposure to credit risk as part of the collectability assessment, as well as that the fair value of noncash consideration should be measured at contract inception when determining the transaction price. Finally, ASU No. 2016-12 allows an entity to make an accounting policy election to exclude from the transaction price certain types of taxes collected from a customer if it discloses that policy. ASU No. 2016-12 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-12 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. The Company will adopt ASU No. 2014-09, along with the related clarifications and amendments in ASU No. 2016-08 and ASU No. 2016-12, during the first quarter of 2018 using a modified retrospective approach to all contracts that are not completed as of the date of initial adoption. Based on the Company’s assessment of ASU No. 2014-09, the adoption of the standard will not material effect on the Company’s consolidated financial statements, though additional disclosure will be required. Regarding future hotel sales, however, the standard may allow for earlier gain recognition for certain sale transactions under which the Company has continuing involvement. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “ Leases (Topic 842) ” (“ASU No. 2016-02”), which will require lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. ASU No. 2016-02 will become effective during the first quarter of 2019, and will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is creating an inventory of its leases and is analyzing its current ground lease obligations. The Company is currently evaluating the impact that ASU No. 2016-02 will have on its consolidated financial statements, and, other than the inclusion of operating leases on the Company’s balance sheet, such effects have not yet been determined. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU No. 2016-13”), which will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. In addition, entities will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. ASU No. 2016-13 is effective during the first quarter of 2020. ASU No. 2016-13 will require a modified retrospective approach, with early adoption permitted during the first quarter of 2019. The Company does not believe that the adoption of ASU No. 2016-13 will have a material impact on its consolidated financial statements. In September 2016, the FASB issued Accounting Standards Update No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ” (“ASU No. 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 addresses certain issues where diversity in practice was identified. It amends existing guidance, which is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. In addition, ASU No. 2016-15 clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU No. 2016-15 is effective during the first quarter of 2018, and will generally require a retrospective approach. Early adoption is permitted. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) ” (“ASU No. 2016-18”), which will require entities to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related caption in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU No. 2016-18 is effective in the first quarter of 2018, and will require a retrospective approach. Early adoption in an interim period is permitted, but any adjustments must be reflected as of the beginning of the fiscal year that includes the interim period. Upon adoption of this standard, amounts included in restricted cash on the Company’s consolidated balance sheets will be included with cash and cash equivalents when reconciling the beginning period and ending period total amounts shown on its consolidated statements of cash flows. As a result of the adoption of ASU No. 2016-18, t |
Investment in Hotel Properties
Investment in Hotel Properties | 12 Months Ended |
Dec. 31, 2017 | |
Investment in Hotel Properties | |
Investment in Hotel Properties | 3. Investment in Hotel Properties Investment in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Land $ 605,054 $ 531,660 Buildings and improvements 3,049,569 3,135,806 Furniture, fixtures and equipment 484,749 512,372 Intangible assets 48,371 49,015 Franchise fees 980 1,021 Construction in process 54,280 65,449 Investment in hotel properties, gross 4,243,003 4,295,323 Accumulated depreciation and amortization (1,136,937) (1,137,104) Investment in hotel properties, net $ 3,106,066 $ 3,158,219 Acquisitions - 2017 In July 2017, the Company purchased the newly-developed 175-room Oceans Edge Hotel & Marina in Key West, Florida for a net purchase price of $173.9 million, including prorations. The purchase of the hotel included a marina, wet and dry boat slips and other customary marina amenities. The Company recorded the acquisition at fair value using an independent third-party analysis, with the purchase price allocated to investment in hotel properties and hotel working capital assets. The Company recognized acquisition related costs of $0.7 million in 2017, which are included in corporate overhead on the Company’s consolidated statements of operations. The results of operations for the Oceans Edge Hotel & Marina have been included in the Company’s consolidated statements of operations from the acquisition date of July 25, 2017 through the year ended December 31, 2017. The fair values of the assets acquired and liabilities assumed at the Oceans Edge Hotel & Marina’s acquisition date were allocated as follows (in thousands): Assets: Investment in hotel properties $ 174,971 Accounts receivable 15 Inventories 50 Prepaid expenses 41 Other assets 84 Total assets acquired 175,161 Liabilities: Accounts payable and accrued expenses 210 Accrued payroll and employee benefits 256 Other current liabilities 752 Other liabilities 26 Total liabilities assumed 1,244 Total cash paid for acquisition $ 173,917 Investment in hotel properties was allocated to land ($92.5 million), buildings and improvements ($74.4 million), furniture, fixtures and equipment ($6.4 million), and intangibles ($1.7 million) related to air rights and in-place lease agreements. The air rights have a value of $1.6 million and an indefinite life. The in-place lease agreements, which are related to the wet and dry boat slips, have a value of $0.1 million and a weighted average life of nine months. Acquisitions - 2016 In June 2016, the Company purchased the air rights intangible asset associated with its Renaissance Harborplace for $2.4 million, including closing costs. In 2017, the Company received a $0.2 million refund of closing costs, reducing its air rights intangible asset to $2.3 million. The air rights intangible asset, which has an indefinite useful life, and therefore, is not amortized, is included with intangibles in the Company’s investment in hotel properties on its consolidated balance sheet. This non-amortizable asset will be reviewed annually for impairment and more frequently if events or circumstances indicate that the asset may be impaired. If the non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount, and then amortized prospectively, based on the remaining useful life of the intangible asset. Acquisitions - 2015 The Company did not acquire any hotel properties or other assets during 2015. Unaudited Pro Forma Results Acquired properties are included in the Company’s results of operations from the date of acquisition. The following unaudited pro forma results of operations reflect the Company’s results as if the acquisition of the Oceans Edge Hotel & Marina had occurred on January 1, 2017. The information is not necessarily indicative of the results that actually would have occurred, nor does it indicate future operating results. Since the newly-developed hotel opened in mid-January 2017, the results presented for 2017 are slightly less than a full year, and there are no prior year results. In the Company’s opinion, all significant adjustments necessary to reflect the effects of the acquisition have been made (in thousands, except per share data): 2017 Revenues $ 1,202,887 Income attributable to common stockholders $ 133,939 Income per diluted share attributable to common stockholders $ 0.60 For the year ended December 31, 2017, the Company included $5.1 million of revenues, and a net loss of $1.4 million, which includes $0.8 million in hurricane-related restoration expenses, in its consolidated statements of operations related to the Company’s acquisition of the Oceans Edge Hotel & Marina. Hurricanes Harvey and Irma During 2017, four of the Company’s 25 hotels were impacted to varying degrees by Hurricanes Harvey and Irma: the Hilton North Houston; the Marriott Houston; the Oceans Edge Hotel & Marina; and the Renaissance Orlando at SeaWorld®. For more information regarding the impact of the hurricanes on the Company’s hotels, please see the Hurricanes Harvey and Irma discussion in Note 12. Impairments In the aftermath of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the Property, Plant and Equipment Topic of the FASB ASC , the Company identified indicators of impairment and reviewed its Houston hotels for possible impairment. During 2017, the Company recorded a total impairment charge of $40.1 million, including $31.0 million for the Hilton North Houston and $9.1 million for the Marriott Houston, which is included in impairment loss on the Company’s consolidated statements of operations for the year ended December 31, 2017 (see Note 5). No impairments were necessary for either the years ended December 31, 2016 or 2015. Intangible Assets Intangible assets included in the Company’s investment in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Advanced bookings (1) $ 10,621 $ 10,621 Easement agreement (2) 9,727 9,727 Ground lease/air rights agreements (3) 25,478 24,107 In-place lease agreements (4) 1,517 1,616 Above market lease agreements (5) 67 94 Below market management agreement (6) 961 2,850 48,371 49,015 Accumulated amortization (14,233) (13,192) $ 34,138 $ 35,823 Amortization expense on these intangible assets for the years ended December 31, 2017, 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Advanced bookings (1) $ 2,340 $ 2,340 $ 2,340 Ground lease/air rights agreements (3) 255 255 3,794 In-place lease agreements (4) 276 697 1,455 Above market lease agreements (5) 16 301 90 Below market management agreement (6) 299 469 469 $ 3,186 $ 4,062 $ 8,148 (1) Advanced bookings as of December 31, 2017 consist of advance deposits related to the purchases of the Boston Park Plaza, the Hyatt Regency San Francisco and the Wailea Beach Resort. The contractual advanced hotel bookings were recorded at a discounted present value based on estimated collectability, and are amortized using the straight-line method based over the periods the amounts are expected to be collected. The amortization expense for contractual advanced hotel bookings is included in depreciation and amortization expense in the Company’s consolidated statements of operations. Advanced bookings for the Hyatt Regency San Francisco were fully amortized in December 2017, and the advanced bookings for the Boston Park Plaza and the Wailea Beach Resort will be fully amortized by June 2018 and July 2018, respectively. (2) The Easement agreement at the Hilton Times Square was valued at fair value at the date of acquisition. The Hilton Times Square easement agreement has an indefinite useful life, and, therefore, is not amortized. This non-amortizable intangible asset is reviewed annually for impairment and more frequently if events or circumstances indicate that the asset may be impaired. If a non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount and then amortized prospectively, based on the remaining useful life of the intangible asset. (3) Ground lease/air rights agreements as of December 31, 2017 include a ground lease at the Hilton Times Square, and air rights at both the Renaissance Harborplace and the Oceans Edge Hotel & Marina. The ground lease agreement at the Hilton Times Square was valued at fair value at the date of acquisition. The agreement is amortized using the straight-line method over the remaining non-cancelable 73-year lease term as of December 31, 2017. The amortization expense for the agreement is included in property tax, ground lease and insurance expense in the Company’s consolidated statements of operations. As noted above in the discussions regarding the 2017 and 2016 acquisitions, the Company purchased air rights associated with both the Oceans Edge Hotel & Marina and the Renaissance Harborplace. The air rights assets were both valued at fair value at the dates of acquisition, and both have indefinite useful lives and are not amortized. During 2015, the Company wrote off $81.5 million related to the air lease intangible asset net of accumulated amortization at the Doubletree Guest Suites Times Square due to the Company’s December 2015 sale of its interests in the hotel, which reduced the gain recognized on the sale. (4) In-place lease agreements as of December 31, 2017 include in-place lease agreements at the Hilton San Diego Bayfront, the Hyatt Regency San Francisco, Oceans Edge Hotel & Marina and the Wailea Beach Resort. Prior to being fully amortized in February 2017, in-place lease agreements also included an in-place lease agreement at the Hilton New Orleans St. Charles. The agreements were valued at fair value at the dates of acquisition, and are amortized using the straight-line method over the remaining non-cancelable terms of the related agreements, which range from between approximately two months and 18 months as of December 31, 2017. The amortization expense for the agreements is included in depreciation and amortization expense in the Company’s consolidated statements of operations. During 2015, the Company wrote off $2.4 million related to in-place lease intangible assets net of accumulated amortization at the Doubletree Guest Suites Times Square due to the Company’s December 2015 sale of its interests in the hotel, which reduced the gain recognized on the sale. (5) The above market lease agreements as of December 31, 2017 consist of a favorable tenant lease asset at the Hyatt Regency San Francisco. Prior to being fully amortized in February 2017, above market lease agreements also included a favorable tenant lease asset at the Hilton New Orleans St. Charles. These agreements were valued at fair value at the dates of acquisition, and amortized using the straight-line method over the remaining non-cancelable terms of the related agreements. The favorable tenant lease asset at the Hyatt Regency San Francisco will be fully amortized in July 2018. The amortization expense for the agreements is included in other operating revenue in the Company’s consolidated statements of operations. (6) The below market management agreement at the Hilton Garden Inn Chicago Downtown/Magnificent Mile was valued at fair value at the acquisition date. The agreement is comprised of two components, one for the management of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, and the other for the potential management of a future hotel. The agreement is amortized using the straight-line method over the remaining non-cancelable terms of the two components. The component related to the management of the Hilton Garden Inn Chicago Downtown/Magnificent Mile will be fully amortized in December 2022, and the component related to the potential management of a future hotel was fully amortized in July 2017. The amortization expense for the agreement is included in other property-level expenses in the Company’s consolidated statements of operations. For the next five years, amortization expense for the intangible assets noted above is expected to be as follows (in thousands): 2018 $ 1,792 2019 $ 382 2020 $ 347 2021 $ 347 2022 $ 347 |
Disposals and Discontinued Oper
Disposals and Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Disposals and Discontinued Operations | |
Disposals and Discontinued Operations | 4. Disposals and Discontinued Operations The Company classified both the Marriott Philadelphia and the Marriott Quincy as held for sale as of December 31, 2017, and subsequently sold the hotels in January 2018 (see Note 14). Neither of these sales represented strategic shifts that had a major impact on the Company’s business plan or its primary markets, and therefore, neither of these sales qualified as a discontinued operation. The Company has classified the assets and liabilities related to the Marriott Philadelphia and the Marriott Quincy as held for sale as of December 31, 2017 as follows (in thousands): December 31, 2017 Accounts receivable $ 1,676 Prepaid expenses 193 Investment in hotel properties, net 120,916 Other assets 22 Assets held for sale, net $ 122,807 Accounts payable and accrued expenses $ 69 Other current liabilities 41 Other liabilities 79 Liabilities of assets held for sale $ 189 Disposals - 2017 In February 2017, the Company sold the 444-room Fairmont Newport Beach located in Newport Beach, California for net proceeds of $122.8 million. The Company recognized a net gain on the sale of $44.3 million. The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, and therefore, the sale of the hotel did not qualify as a discontinued operation. The Company classified the assets and liabilities of the Fairmont Newport Beach as held for sale as of December 31, 2016 as follows (in thousands): December 31, 2016 Accounts receivable, net $ 452 Inventories 126 Prepaid expenses 386 Investment in hotel property, net 77,971 Other assets 178 Assets held for sale, net $ 79,113 Accounts payable and accrued expenses $ 781 Accrued payroll and employee benefits 751 Other current liabilities 1,473 Other liabilities 148 Liabilities of assets held for sale $ 3,153 In June 2017, the Company sold the 199-room Marriott Park City located in Park City, Utah for net proceeds of $27.0 million. The Company recognized a net gain on the sale of $1.2 million. The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, and therefore, the sale of the hotel did not qualify as a discontinued operation. Disposals - 2016 In May 2016, the Company sold the leasehold interest in the 203-room Sheraton Cerritos located in Cerritos, California for net proceeds of $41.2 million. The Company recognized a net gain on the sale of $18.2 million. The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, and therefore, the sale of the hotel did not qualify as a discontinued operation. Disposals - 2015 In September 2015, the Company sold BuyEfficient for net proceeds of $26.4 million. The Company recognized a net gain on the sale of $11.7 million. The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, and therefore, the sale of BuyEfficient did not qualify as a discontinued operation. Coterminous with the sale of BuyEfficient, the Company wrote off $8.4 million of goodwill, along with net intangible assets of $6.2 million related to certain trademarks, customer and supplier relationships and intellectual property related to internally developed software, both of which reduced the Company’s gain on the sale of BuyEfficient. In December 2015, the Company sold its interests in the 468-room Doubletree Guest Suites Times Square located in New York City, New York for net proceeds of $522.7 million. The Company recognized a net gain on the sale of $214.5 million. The sale did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets, and therefore, the sale of the hotel did not qualify as a discontinued operation. Concurrent with the sale, the Company wrote off $83.9 million of net intangible assets (see Note 3), which reduced the Company’s gain on the sale. In addition, the Company repaid the remaining $175.0 million balance of the mortgage secured by the hotel, and wrote off $1.7 million in related deferred financing fees. The following table provides summary results of operations for the Fairmont Newport Beach, the Marriott Park City, the Sheraton Cerritos, BuyEfficient and the Doubletree Guest Suites Times Square, which are included in continuing operations (in thousands): 2017 2016 2015 Total revenues $ 9,981 $ 48,116 $ 125,920 Income before income taxes and discontinued operations (1) $ 2,466 $ 5,087 $ 8,702 Gain on sale of assets $ 45,474 $ 18,223 $ 226,217 (1) Income before income taxes and discontinued operations for the year ended December 31, 2015 includes $1.6 million in severance costs related to the Company’s sale of BuyEfficient. These costs are included in other property-level expenses on the Company’s statement of operations. Income before income taxes and discontinued operations does not include the gain recognized on the sales of the Fairmont Newport Beach, the Marriott Park City, the Sheraton Cerritos, BuyEfficient and the Doubletree Guest Suites Times Square. Discontinued Operations The following table sets forth the discontinued operations for the years ended December 31, 2017, 2016 and 2015 related to the Company’s 2013 sale of four hotels and a commercial laundry facility located in Rochester, Minnesota (the “Rochester Portfolio”) (in thousands): 2017 2016 2015 Gain on sale of hotels and other assets, net $ 7,000 $ — $ 16,000 Income tax provision — — (105) Income from discontinued operations, net of tax $ 7,000 $ — $ 15,895 Upon sale of the Rochester Portfolio, the Company retained a liability not to exceed $14.0 million. The recognition of the $14.0 million liability reduced the Company’s gain on the sale of the Rochester Portfolio. In 2014, the Company was released from $7.0 million of its liability, and the Company recorded additional gain on the sale, which was included in discontinued operations, net of tax. During 2017, the Company determined that its remaining obligation for the liability was remote based on the requirements of the Contingencies Topic of the FASB ASC. As such, the Company reversed the remaining $7.0 million (see Note 8), and recorded additional gain on the sale of the Rochester Portfolio of $7.0 million, which is included in discontinued operations, net of tax for the year ended December 31, 2017. In January 2018, the Company was officially released from all liability. In 2015, the Company sold a $25.0 million preferred equity investment that the Company had retained upon sale of the Rochester Portfolio, and settled a working capital loan that the Company had provided to the buyer of the Rochester Portfolio for an aggregate payment of $16.0 million, plus accrued interest. In accordance with the Real Estate Subtopic of the FASB ASC, the Company recognized a $16.0 million gain on the sale of the Rochester Portfolio, along with related income tax expense of $0.1 million, in discontinued operations, net of tax during the year ended December 31, 2015, as these additional sales proceeds could not be recognized until realized. |
Fair Value Measurements and Int
Fair Value Measurements and Interest Rate Derivatives | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements and Interest Rate Derivatives | |
Fair Value Measurements and Interest Rate Derivatives | 5. Fair Value Measurements and Interest Rate Derivatives Fair Value Measurements As of December 31, 2017 and 2016, the carrying amount of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses were representative of their fair values due to the short-term maturity of these instruments. The Company follows the requirements of the Fair Value Measurements and Disclosures Topic of the FASB ASC, which establishes a framework for measuring fair value and disclosing fair value measurements by establishing a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. As of December 31, 2017 and 2016, the only financial instruments that the Company measures at fair value on recurring bases are its interest rate derivatives, along with a life insurance policy and a related retirement benefit agreement. In accordance with the Fair Value Measurement and Disclosure Topic of the FASB ASC, the Company estimates the fair value of its interest rate derivatives using Level 2 measurements based on quotes obtained from the counterparties, which are based upon the consideration that would be required to terminate the agreements. Both the life insurance policy and the related retirement benefit agreement, which are for a former Company associate, are valued using Level 2 measurements. In the aftermath of Hurricane Harvey, combined with continued operational declines due to weakness in the Houston market, and in accordance with the Property, Plant and Equipment Topic of the FASB ASC , the Company identified indicators of impairment and reviewed both of its Houston hotels for possible impairment. U sing Level 3 measurements, including each hotel’s undiscounted cash flow, which took into account each hotel’s expected cash flow from operations, anticipated holding period and estimated proceeds from disposition, the Company determined that neither hotel’s carrying value was fully recoverable. As such, during 2017, the Company recorded a total impairment charge of $40.1 million, including $31.0 million for the Hilton North Houston and $9.1 million for the Marriott Houston, which is included in impairment loss on the Company’s consolidated statements of operations for the year ended December 31, 2017. The following table presents the Company’s assets measured at fair value on a recurring and nonrecurring basis at December 31, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 December 31, 2017: Houston hotels, net (1) $ 34,473 $ — $ — $ 34,473 Interest rate cap derivatives 4 — 4 — Interest rate swap derivatives 3,390 — 3,390 — Life insurance policy (2) 645 — 645 — Total assets measured at fair value at December 31, 2017 $ 38,512 $ — $ 4,039 $ 34,473 December 31, 2016: Interest rate cap derivative $ — $ — $ — $ — Interest rate swap derivatives 1,749 — 1,749 — Life insurance policy (2) 861 — 861 — Total assets measured at fair value at December 31, 2016 $ 2,610 $ — $ 2,610 $ — (1) Includes the total fair market value of the Houston hotels, net of accumulated depreciation. The hotels are included in investment in hotel properties, net on the accompanying consolidated balance sheets. (2) Includes the split life insurance policy for a former Company associate. These amounts are included in other assets, net on the accompanying consolidated balance sheets, and will be used to reimburse the Company for payments made to the former associate from the related retirement benefit agreement, which is included in accrued payroll and employee benefits on the accompanying consolidated balance sheets. The following table presents the Company’s liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 December 31, 2017: Retirement benefit agreement (1) $ 645 $ — $ 645 $ — Total liabilities measured at fair value at December 31, 2017 $ 645 $ — $ 645 $ — December 31, 2016: Retirement benefit agreement (1) $ 861 $ — $ 861 $ — Total liabilities measured at fair value at December 31, 2016 $ 861 $ — $ 861 $ — (1) Includes the retirement benefit agreement for a former Company associate. The agreement calls for the balance of the retirement benefit agreement to be paid out to the former associate in ten annual installments, beginning in 2011. As such, the Company has paid the former associate a total of $1.4 million through December 31, 2017, which was reimbursed to the Company using funds from the related split life insurance policy noted above. These amounts are included in accrued payroll and employee benefits in the accompanying consolidated balance sheets. Interest Rate Derivatives The Company’s interest rate derivatives consisted of the following at December 31, 2017 and 2016 (in thousands): Estimated Fair Value Asset Strike / Capped Effective Maturity Notional December 31, Hedged Debt Type Rate Index Date Date Amount 2017 2016 Hilton San Diego Bayfront (1) Cap 4.250 % 1-Month LIBOR April 15, 2015 May 1, 2017 $ N/A $ N/A $ — Hilton San Diego Bayfront (1) Cap 4.250 % 1-Month LIBOR May 1, 2017 May 1, 2019 $ 109,681 — N/A Hilton San Diego Bayfront (1) Cap 6.000 % 1-Month LIBOR November 10, 2017 December 9, 2020 $ 220,000 4 N/A $85.0 million term loan (2) Swap 3.391 % 1-Month LIBOR October 29, 2015 September 2, 2022 $ 85,000 2,010 1,336 $100.0 million term loan (3) Swap 3.653 % 1-Month LIBOR January 29, 2016 January 31, 2023 $ 100,000 1,380 413 $ 3,394 $ 1,749 (1) In March 2017, the Company purchased a new interest rate cap agreement for $19,000 related to the existing loan secured by the Hilton San Diego Bayfront. The new agreement, whose terms were substantially the same as the terms under the expiring cap agreement, effectively replaced the expiring agreement on May 1, 2017. In November 2017, the Company refinanced the existing loan secured by the Hilton San Diego Bayfront (see Note 7). Coterminous with the loan refinance, the Company purchased a new interest rate cap agreement for $0.1 million, with a strike rate of 6.0% and an expiration date in December 2020. The fair values of the Hilton San Diego Bayfront cap agreements are included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. (2) The fair value of the $85.0 million term loan swap agreement is included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. The 1-month LIBOR rate was swapped to a fixed rate of 1.591%. (3) The fair value of the $100.0 million term loan swap agreement is included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. The 1-month LIBOR rate was swapped to a fixed rate of 1.853%. Noncash changes in the fair values of the Company’s interest rate derivatives resulted in decreases to interest expense for the years ended December 31, 2017, 2016 and 2015 as follows (in thousands): 2017 2016 2015 Noncash interest on derivatives $ (1,520) $ (1,426) $ (309) Fair Value of Debt As of December 31, 2017 and 2016, 77.8% and 76.2%, respectively, of the Company’s outstanding debt had fixed interest rates, including the effects of interest rate swap agreements. The Company uses Level 3 measurements to estimate the fair value of its debt by discounting the future cash flows of each instrument at estimated market rates. The Company’s principal balances and fair market values of its consolidated debt as of December 31, 2017 and 2016 were as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Debt $ 990,402 $ 997,922 $ 935,944 $ 930,665 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets | |
Other Assets | 6. Other Assets Other assets, net consisted of the following (in thousands): December 31, 2017 2016 Property and equipment, net $ 584 $ 779 Goodwill 990 990 Deferred expense on straight-lined third-party tenant leases 3,351 2,876 Deferred income tax asset 9,492 — Interest rate derivatives 3,394 1,749 Other receivables 3,136 1,673 Other 1,370 1,322 Total other assets, net $ 22,317 $ 9,389 During 2017, the Company released its full valuation allowance, which was previously held against all of its net U.S. federal and state deferred tax assets, consisting of a deferred tax asset related to federal and state net operating losses, reserves and other deferred tax assets of the TRS Lessee and a deferred tax liability related to timing differences associated with amortization and deferred revenue of the TRS Lessee (see Note 8 and Note 9). |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable | |
Notes Payable | 7. Notes Payable Notes payable consisted of the following at December 31 (in thousands): 2017 2016 Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.12% to 5.95%; maturing at dates ranging from November 2020 through January 2025. The notes are collateralized by first deeds of trust on four hotel properties at December 31, 2017, and five hotel properties at December 31, 2016. $ 345,402 $ 528,604 Note payable requiring payments of interest only as of December 31, 2017, bearing a blended rate of one-month LIBOR plus 105 basis points, and interest and principal as of December 31, 2016, bearing a blended rate of one-month LIBOR plus 225 basis points; maturing in December 2020 with three one-year extensions. The note is collateralized by a first deed of trust on one hotel property. 220,000 222,340 Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.591%, resulting in an effective interest rate of 3.391% based on the Company's current leverage. Matures in September 2022. 85,000 85,000 Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.853%, resulting in an effective interest rate of 3.653% based on the Company's current leverage. Matures in January 2023. 100,000 100,000 Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.69%; maturing in January 2026. 120,000 — Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.79%; maturing in January 2028. 120,000 — Total notes payable $ 990,402 $ 935,944 Current portion of notes payable $ 7,420 $ 186,034 Less: current portion of deferred financing fees (1,943) (1,105) Carrying value of current portion of notes payable $ 5,477 $ 184,929 Notes payable, less current portion $ 982,982 $ 749,910 Less: long-term portion of deferred financing fees (5,700) (3,536) Carrying value of notes payable, less current portion $ 977,282 $ 746,374 Aggregate future principal maturities and amortization of notes payable at December 31, 2017, are as follows (in thousands): 2018 $ 7,420 2019 7,957 2020 304,137 2021 111,247 2022 88,446 Thereafter 471,195 Total $ 990,402 Notes Payable Transactions - 2017 In January 2017, the Company received proceeds of $240.0 million in a private placement of senior unsecured notes. The private placement consisted of $120.0 million of notes bearing interest at a fixed rate of 4.69%, maturing in January 2026 (the “Series A Senior Notes”), and $120.0 million of notes bearing interest at a fixed rate of 4.79%, maturing in January 2028 (the “Series B Senior Notes,” together the “Senior Notes”). In January 2017, the Company used proceeds received from the Senior Notes to repay the loan secured by the Marriott Boston Long Wharf, which had a balance of $176.0 million and an interest rate of 5.58%. The Marriott Boston Long Wharf loan was scheduled to mature in April 2017, and was available to be repaid without penalty in January 2017. In November 2017, the Company refinanced its existing $219.6 million loan secured by the Hilton San Diego Bayfront with a new $220.0 million loan. The new loan has an initial maturity date of December 2020 and three one-year extension options, subject to the satisfaction of certain conditions. The new loan is interest only and provides for a floating interest rate of one-month LIBOR plus 105 basis points with a 25 basis point increase during the final one-year extension period, if extended. The new loan replaced the existing loan that was scheduled to mature in August 2019 and had a floating interest rate of one-month LIBOR plus 225 basis points. The Company purchased a new interest rate cap agreement in November 2017 for $0.1 million, with a strike rate of 6.0% and an expiration date in December 2020 (see Note 5). Notes Payable Transactions - 2016 In January 2016, the Company drew the available funds of $100.0 million under an unsecured term loan agreement, and used the proceeds in February 2016, combined with cash on hand, to repay the $114.2 million loan secured by the Boston Park Plaza. The Boston Park Plaza loan was scheduled to mature in February 2018, and was available to be repaid without penalty in February 2016. The $100.0 million unsecured term loan matures in January 2023, and bears interest based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company’s leverage ratios. The Company entered into a forward swap agreement in December 2015 that fixed the LIBOR rate at 1.853% for the duration of the $100.0 million term loan (see Note 5). Based on the Company’s current leverage and the swap in place, the loan bears interest at an effective rate of 3.653%. In May 2016, the Company repaid $72.6 million of debt secured by the Renaissance Orlando at SeaWorld®, using proceeds received from its issuance of Series F preferred stock in May 2016 (see Note 10). The Renaissance Orlando at SeaWorld® loan was scheduled to mature in July 2016, and was available to be repaid without penalty in May 2016. In December 2016, the Company repaid $66.1 million of debt secured by the Embassy Suites Chicago, using cash on hand. The Embassy Suites Chicago loan was scheduled to mature in March 2017, and was available to be repaid without penalty at the end of December 2016. Deferred Financing Fees and Losses on Extinguishment of Debt Deferred financing fees and losses on extinguishment of debt for the years ended December 31, 2017, 2016 and 2015 were as follows (in thousands): 2017 (1) 2016 (2) 2015 (3) Payments of deferred financing costs $ 3,537 $ 1,759 $ 5,861 Accelerated amortization of deferred financing fees $ — $ — $ 455 Loss on extinguishment of debt $ 824 $ 284 $ 2,964 (1) During the year ended December 31, 2017, the Company paid a total of $3.5 million in deferred financing costs related to its new $220.0 million loan secured by the Hilton San Diego Bayfront, its Senior Notes and its credit facility. In addition, during 2017, the Company incurred a loss on extinguishment of debt totaling $0.8 million related to its 2017 debt repayment and refinancing. (2) During the year ended December 31, 2016, the Company paid a total of $1.8 million in deferred financing costs related to its $100.0 million unsecured term loan, its credit facility and its senior unsecured notes. In addition, during 2016, the Company incurred a loss on extinguishment of debt totaling $0.3 million related to its 2016 debt repayments. (3) During the year ended December 31, 2015, the Company paid a total of $5.9 million in deferred financing costs related to its credit facility and two term loan agreements, as well as its loans entered into in December 2014 secured by the Embassy Suites La Jolla and the JW Marriott New Orleans. In addition, during 2015, the Company wrote off $0.5 million in deferred financing costs related to its prior credit facility, and incurred a total of $3.0 million in losses on extinguishment of debt related to its 2015 debt repayments. Interest Expense Total interest incurred and expensed on the notes payable for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): 2017 2016 2015 Interest expense on debt and capital lease obligations $ 46,251 $ 49,509 $ 63,677 Noncash interest on derivatives and capital lease obligations, net 3,106 (1,426) (309) Amortization of deferred financing fees 2,409 2,200 3,148 Total interest expense $ 51,766 $ 50,283 $ 66,516 |
Other Current Liabilities and O
Other Current Liabilities and Other Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities and Other Liabilities | |
Other Current Liabilities and Other Liabilities | 8. Other Current Liabilities and Other Liabilities Other Current Liabilities Other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Property, sales and use taxes payable $ 17,842 $ 16,965 Income tax payable 160 211 Accrued interest 6,746 1,996 Advance deposits 13,454 14,505 Management fees payable 1,952 1,645 Other 4,348 4,547 Total other current liabilities $ 44,502 $ 39,869 Other Liabilities Other liabilities consisted of the following (in thousands): December 31, 2017 2016 Deferred revenue $ 5,589 $ 6,045 Deferred rent 19,582 19,807 Deferred gain on sale of asset — 7,000 Deferred income tax liability 257 — Other 3,561 3,798 Total other liabilities $ 28,989 $ 36,650 As discussed in Note 4, in 2017, the Company determined that its remaining obligation for the Rochester Portfolio’s liability was remote based on the requirements of the Contingencies Topic of the FASB ASC. As such, the Company released the $7.0 million remaining liability and recorded additional gain on the sale of the Rochester Portfolio, which is included in discontinued operations, net of tax for the year ended December 31, 2017. As discussed in Note 6 and Note 9, during 2017, the Company released i ts full valuation allowance, which was previously held against all of its net U.S. federal and state deferred tax assets, consisting of a deferred tax asset related to federal and state net operating losses, reserves and other deferred tax assets of the TRS Lessee and a deferred tax liability related to timing differences associated with amortization and deferred revenue of the TRS Lessee. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The Company has elected to be taxed as a REIT under the Code. As a REIT, the Company generally will not be subject to corporate level federal income taxes on net income it distributes to its stockholders. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. The Company may also be subject to federal and/or state income taxes when using net operating loss carryforwards to offset current taxable income. The Company leases its hotels to the TRS Lessee and its subsidiaries, which are subject to federal and state income taxes. The Company accounts for income taxes in accordance with the provisions of the Income Taxes Topic of the FASB ASC, which requires the Company to account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between GAAP carrying amounts and their respective tax bases. In 2017, the Company fully released the $13.6 million valuation allowance primarily related to its federal and state net operating loss carryforwards as the Company determined it was more likely than not that these net deferred tax assets will be realized. The decision to release the valuation allowance was made after management considered all available evidence, both positive and negative, including but not limited to, historical operating results, cumulative income in recent years and forecasted earnings. The income tax benefit caused by the release of the valuation allowance was partially offset as the Company recognized a $4.4 million charge to income tax expense due to the use of net operating losses in the fourth quarter, and a write-down in the value of its net deferred tax assets as of December 31, 2017 a s a result of the Tax Cuts and Jobs Act, which lowered the corporate tax rates from a maximum of 35% to a flat rate of 21% effective for tax years beginning after December 31, 2017. In addition, d uring 2017, the Company recognized combined federal and state income tax expense of $1.4 million, based on 2017 projected taxable income net of operating loss carryforwards for its taxable entities. During 2016, the Company reversed a $1.5 million income tax accrual that it had previously recorded during 2013, plus $0.1 million in accrued interest, through the 2016 tax year. The reversal was due to the expiration of the statute of limitations for the 2012 tax year. This income tax benefit was partially offset as the Company recognized combined federal and state income tax expense of $1.0 million based on 2016 projected taxable income net of operating loss carryforwards for its taxable entities. During 2015, the Company recognized combined federal and state income tax expense of $0.7 million related to its sale of BuyEfficient, and $0.7 million based on 2015 projected taxable income net of operating loss carryforwards for its taxable entities. In addition, upon the sale of the preferred equity investment and settlement of the working capital loan associated with the Rochester Portfolio (see Note 4), the Company recorded $0.1 million in income tax expense, which is included in discontinued operations, net of tax in the Company’s consolidated statements of operations. The Company recognizes penalties and interest related to unrecognized tax benefits in income tax expense. During 2017, the Company did not recognize any penalties or interest related to unrecognized tax benefits in income tax expense. During 2016 and 2015, the Company recognized $42,000 and $55,000 in interest expense related to its tax provisions, respectively. The income tax benefit (provision) for the Company is included in the consolidated financial statements as follows (in thousands): 2017 2016 2015 Current: Federal $ (298) $ 1,379 $ (655) State (1,162) (763) (779) Current income tax benefit (provision), net (1,460) 616 (1,434) Deferred: Federal (5,591) 3,797 4,856 State (442) 1,638 1,254 Change in valuation allowance 15,268 (5,435) (6,110) Deferred income tax benefit (provision), net 9,235 — — Income tax benefit (provision), net $ 7,775 $ 616 $ (1,434) Reconciliations of the Company’s tax provision at the U.S. statutory rate to the benefit (provision) for income taxes, net were as follows (in thousands): 2017 2016 2015 Expected federal tax expense at statutory rate $ (44,930) $ (47,621) $ (115,960) Tax impact of REIT election 41,169 44,320 113,278 Expected tax expense of TRS (3,761) (3,301) (2,682) State income tax expense, net of federal benefit (318) (1,081) (483) Change in valuation allowance 14,340 6,556 2,832 Other permanent items (381) (1,558) (1,101) Alternative minimum tax credit 1,421 — — Effect of rate change (3,526) — — Income tax benefit (provision), net $ 7,775 $ 616 $ (1,434) The significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred Tax Assets: Net operating loss carryover $ 4,427 $ 10,270 Other reserves 1,301 1,945 State taxes and other 3,232 2,716 Depreciation 532 702 Total deferred tax assets 9,492 15,633 Deferred Tax Liabilities: Amortization (63) (119) Deferred revenue (157) (192) Other (37) (54) Total deferred tax liabilities (257) (365) Total net deferred tax asset before valuation allowance 9,235 15,268 Valuation allowance — (15,268) Deferred tax asset net of valuation allowance $ 9,235 $ — As noted above, the Company released its valuation allowance in 2017 as it currently believes that there no longer exists sufficient negative evidence that would prevent it from relying on projections of future taxable income sufficient to realize its deferred tax assets. The Company, however, provided a valuation allowance against its net deferred tax assets at December 31, 2016 and 2015 due to the uncertainty at the time of realizing the Company’s historical operating losses. Accordingly, no provision or benefit for deferred income taxes related to the Company is reflected in the accompanying consolidated statements of operations for either 2016 or 2015. At December 31, 2017 and 2016, the net operating loss carryforwards for federal income tax purposes totaled approximately $15.6 million and $27.1 million, respectively. These losses, which begin to expire in 2031, are available to offset future income through 2032. Characterization of Distributions For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2017, 2016 and 2015, distributions paid per share were characterized as follows (unaudited): 2017 2016 2015 Amount % Amount % Amount % Common Stock: Ordinary income $ 0.554 75.95 % $ 0.609 89.62 % $ 0.661 46.86 % Capital gain 0.176 24.05 0.071 10.38 0.749 53.14 Return of capital — — — — — — Total $ 0.730 100 % $ 0.680 100 % $ 1.410 100 % Preferred Stock — Series D Ordinary income $ — — % $ 0.473 89.62 % $ 0.937 46.86 % Capital gain — — 0.055 10.38 1.063 53.14 Return of capital — — — — — — Total $ — — % $ 0.528 100 % $ 2.000 100 % Preferred Stock — Series E Ordinary income $ 1.320 75.95 % $ 1.259 89.62 % $ — — % Capital gain 0.418 24.05 0.146 10.38 — — Return of capital — — — — — — Total $ 1.738 100 % $ 1.405 100 % $ — — % Preferred Stock — Series F Ordinary income $ 1.225 75.95 % $ 0.903 89.62 % $ — — % Capital gain 0.388 24.05 0.105 10.38 — — Return of capital — — — — — — Total $ 1.613 100 % $ 1.008 100 % $ — — % |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity | |
Stockholders' Equity | 10. Stockholders’ Equity Series D Cumulative Redeemable Preferred Stock In April 2016, the Company redeemed all 4,600,000 shares of its Series D preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. In accordance with the FASB’s Emerging Issues Task Force Topic D-42, an additional redemption charge of $4.1 million was recognized related to the original issuance costs of the Series D preferred stock, which were previously included in additional paid in capital. After the redemption date, the Company has no outstanding shares of Series D preferred stock, and all rights of the holders of such shares were terminated. Because the redemption of the Series D preferred stock was a redemption in full, trading of the Series D preferred stock on the New York Stock Exchange ceased on the April 6, 2016 redemption date. Series E Cumulative Redeemable Preferred Stock In March 2016, the Company issued 4,600,000 shares of its Series E preferred stock with a liquidation preference of $25.00 per share for gross proceeds of $115.0 million. In conjunction with the offering, the Company incurred $4.0 million in preferred offering costs. On or after March 11, 2021, the Series E preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Series F Cumulative Redeemable Preferred Stock In May 2016, the Company issued 3,000,000 shares of its Series F preferred stock with a liquidation preference of $25.00 per share for gross proceeds of $75.0 million. In conjunction with the offering, the Company incurred $2.6 million in preferred offering costs. On or after May 17, 2021, the Series F preferred stock will be redeemable at the Company’s option, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to, but not including, the redemption date. Common Stock In February 2014, the Company entered into separate “At the Market” Agreements (the “ATM Agreements”) with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Managers”). Under the terms of the ATM Agreements, the Company could issue and sell from time to time through or to the Managers, as sales agents and/or principals, shares of the Company’s common stock having an aggregate offering amount of up to $150.0 million. During 2016, the Company received $55.1 million in gross proceeds, and paid $0.9 million in costs, from the issuance of 3,564,047 shares of its common stock in connection with the ATM Agreements. In February 2017, the Company entered into separate new ATM Agreements with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC . In accordance with the terms of the new ATM Agreements, the Company may from time to time offer and sell shares of its common stock having an aggregate offering price of up to $300.0 million. During 2017, the Company received gross proceeds of $79.4 million, and paid $1.5 million in costs, from the issuance of 4,876,855 shares of its common stock in connection with the new ATM Agreements. As of December 31, 2017, the Company has $220.6 million available for sale under the new ATM Agreements. In February 2017, the Company’s board of directors authorized a share repurchase plan to acquire up to $300.0 million of the Company’s common and preferred stock. As of December 31, 2017, no shares of either the Company’s common or preferred stock have been repurchased. Future purchases will depend on various factors, including the Company’s capital needs, as well as the Company’s common and preferred stock price. Dividends The Company declared dividends per share on its Series D preferred stock, Series E preferred stock, Series F preferred stock and common stock during 2017, 2016 and 2015 as follows: 2017 2016 2015 Series D preferred stock $ — $ 0.527778 $ 2.00 Series E preferred stock 1.7375 1.404450 — Series F preferred stock 1.6125 1.007850 — Common stock (1) 0.7300 0.680000 1.41 $ 4.0800 $ 3.620078 $ 3.41 (1) Common stock dividends include a $1.26 dividend declared during the fourth quarter of 2015, which was comprised of a combination of cash and shares of the Company’s common stock, pursuant to elections by individual stockholders. |
Long-Term Incentive Plan
Long-Term Incentive Plan | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Incentive Plan | |
Long-Term Incentive Plan | 11. Long-Term Incentive Plan Stock Grants The Company’s Long-Term Incentive Plan (“LTIP”) provides for the granting to directors, officers and eligible employees incentive or nonqualified share options, restricted shares, deferred shares, share purchase rights and share appreciation rights in tandem with options, or any combination thereof. The Company has reserved 12,050,000 common shares for issuance under the LTIP, and 4,824,586 shares remain available for future issuance as of December 31, 2017. Restricted shares granted pursuant to the Company’s LTIP generally vest over periods from three to five years from the date of grant. Compensation expense related to awards of restricted shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period. In accordance with the Compensation Topic of the FASB ASC, the Company has elected to account for forfeitures as they occur. The Company’s amortization expense and forfeitures related to restricted shares for the years ended December 31, 2017, 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Amortization expense, including forfeitures $ 8,042 $ 7,157 $ 9,695 In January 2015, the Company recognized a total of $2.5 million in stock compensation and amortization expense related to the departure of its former Chief Executive Officer. In addition, the Company capitalizes compensation costs related to all restricted shares granted to certain employees who work on the design and construction of its hotels. During 2017, these capitalized costs totaled $0.5 million. During both 2016 and 2015, these capitalized costs totaled $0.6 million. The following is a summary of non-vested stock grant activity: 2017 2016 2015 Weighted Weighted Weighted Average Average Average Shares Price Shares Price Shares Price Outstanding at beginning of year 1,095,908 $ 13.36 986,345 $ 14.33 1,883,296 $ 11.24 Granted 654,266 $ 15.11 816,880 $ 12.33 499,787 $ 17.33 Vested (541,827) $ 13.78 (605,641) $ 13.39 (1,225,443) $ 10.75 Forfeited (33,298) $ 14.10 (101,676) $ 14.32 (171,295) $ 14.76 Outstanding at end of year 1,175,049 $ 14.12 1,095,908 $ 13.36 986,345 $ 14.33 At December 31, 2017, there were no deferred shares, share purchase rights, or share appreciation rights issued or outstanding under the LTIP. Stock Options In April 2008, the Compensation Committee of the Company’s board of directors approved a grant of 200,000 non-qualified stock options (the “Options”) to a former Company associate. The Options fully vested in April 2009, and will expire in April 2018. The exercise price of the Options is $17.71 per share. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies Management Agreements Management agreements with the Company’s third-party hotel managers require the Company to pay between 1.75% and 3.5% of total revenue of the managed hotels to the third-party managers each month as a basic management fee. In addition to basic management fees, provided that certain operating thresholds are met, the Company may also be required to pay incentive management fees to certain of its third-party managers. Total basic management fees, net of key money incentives received from third-party hotel managers, along with incentive management fees incurred by the Company during the years ended December 31, 2017, 2016 and 2015 were included in other property-level expenses on the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Basic management fees $ 33,318 $ 33,109 $ 34,426 Incentive management fees 6,301 6,071 5,020 Total basic and incentive management fees $ 39,619 $ 39,180 $ 39,446 License and Franchise Agreements The Company has entered into license and franchise agreements related to certain of its hotel properties. The license and franchise agreements require the Company to, among other things, pay monthly fees that are calculated based on specified percentages of certain revenues. The license and franchise agreements generally contain specific standards for, and restrictions and limitations on, the operation and maintenance of the hotels which are established by the franchisors to maintain uniformity in the system created by each such franchisor. Such standards generally regulate the appearance of the hotel, quality and type of goods and services offered, signage and protection of trademarks. Compliance with such standards may from time to time require the Company to make significant expenditures for capital improvements. Total license and franchise fees incurred by the Company during the years ended December 31, 2017, 2016 and 2015 were included in franchise costs on the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Franchise assessments (1) $ 26,902 $ 26,399 $ 28,193 Franchise royalties 9,779 10,248 11,903 Total franchise costs $ 36,681 $ 36,647 $ 40,096 (1) Includes advertising, reservation and frequent guest club assessments. Renovation and Construction Commitments At December 31, 2017, the Company had various contracts outstanding with third parties in connection with the renovation of certain of its hotel properties. The remaining commitments under these contracts at December 31, 2017 totaled $60.9 million. Capital Leases The Hyatt Centric Chicago Magnificent Mile is subject to a building lease which expires in December 2097. Upon acquisition of the hotel in June 2012, the Company evaluated the terms of the lease agreement and determined the lease to be a capital lease pursuant to the Leases Topic of the FASB ASC. During 2017, the Company corrected an immaterial error by reclassifying the Courtyard by Marriott Los Angeles ground lease from an operating lease to a capital lease due to the lease containing a future bargain purchase right option. Upon examination of this future purchase right option, the Company determined that the economic disincentive for continuing to lease the property will be so significant that the Company will likely exercise the option. The Company assessed the cumulative impact of this error on the affected financial statement line items (capital lease assets, capital lease liability, ground lease expense and interest expense) in its previously reported 2015, 2016 and 2017 financial statements pursuant to the guidance in ASC 250 Accounting Changes and Error Corrections ("ASC 250") and SEC Staff Accounting Bulletin ("SAB") No. 99 Materiality . The assessment concluded that the error was not material, individually or in the aggregate, to either the current or any prior period consolidated financial statements. As such, in accordance with ASC 250 (SAB No. 108, Considering Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ), the $4.5 million cumulative adjustment to reclassify the ground lease from an operating lease to a capital lease was recognized in 2017 as an increase to interest expense, with no revision to prior periods. The capital lease assets were included in investment in hotel properties, net on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2017 2016 Gross capital lease asset - buildings and improvements $ 58,799 $ 58,799 Gross capital lease asset - land 6,605 — Gross capital lease assets 65,404 58,799 Accumulated depreciation (8,208) (6,738) Net capital lease assets $ 57,196 $ 52,061 Future minimum lease payments under for the Company’s capital leases together with the present value of the net minimum lease payments as of December 31, 2017 are as follows (in thousands): 2018 $ 2,357 2019 2,357 2020 2,357 2021 2,389 2022 2,453 Thereafter 138,673 Total minimum lease payments (1) 150,586 Less: Amount representing interest (2) (123,781) Present value of net minimum lease payments (3) $ 26,805 (1) Minimum lease payments do not include percentage rent, which may be paid under the Hyatt Centric Chicago Magnificent Mile building lease on the basis of 4.0% of the hotel’s gross room revenues over a certain threshold. The Company recorded nominal percentage rent in 2017, and $0.1 million in percentage rent in both 2016 and 2015. (2) Interest includes the amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at lease inception. (3) The present value of net minimum lease payments are reflected in the Company’s consolidated balance sheet as of December 31, 2017 as a current obligation of $1,000, which is included in accounts payable and accrued expenses, and as a long-term obligation of $26.8 million, which is included in capital lease obligations, less current portion. Ground, Building and Air Leases During 2017, 2016 and 2015, certain of the Company’s hotels were obligated to unaffiliated third parties under the terms of ground, building and air leases as follows: 2017 2016 2015 Number of hotels with ground, building and/or air leases (1) 6 6 8 Number of ground leases (1) 6 6 7 Number of building leases (2) 1 1 1 Number of air leases (1) 1 1 2 Total number of ground, building and air leases 8 8 10 (1) 2015 includes a ground lease related to the Sheraton Cerritos, which the Company sold in May 2016, as well as an air rights lease at the Renaissance Harborplace, which air rights the Company purchased in June 2016. In 2017, the Company determined that one of the ground leases is a capital lease, as noted above. (2) The building lease is considered by the Company to be a capital lease, as noted above. At December 31, 2017, the ground, building and air lease agreements mature in dates ranging from 2044 through 2097, excluding renewal options. Total rent expense incurred pursuant to ground, building and air operating lease agreements for the years ended December 31, 2017, 2016 and 2015 was included in property tax, ground lease and insurance in the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Minimum rent, including straight-line adjustments $ 8,929 $ 9,140 $ 14,484 Percentage rent (1) 6,351 9,394 3,256 Total $ 15,280 $ 18,534 $ 17,740 (1) Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds. At December 31, 2017, the Company was obligated to an unaffiliated party under the terms of a sublease on the corporate facility, which expires in 2018. Rent expense incurred pursuant to leases on the corporate facility, which is included in corporate overhead expense, totaled $0.2 million in both 2017 and 2016, and $0.3 million in 2015. The Company has entered into a new office space lease which begins in September 2018 and expires in August 2028. Future minimum payments under the terms of the ground and air operating leases, as well as the current sublease on the corporate facility and the new office space lease, in effect at December 31, 2017 are as follows (in thousands): 2018 $ 9,278 2019 10,280 2020 10,561 2021 10,605 2022 10,651 Thereafter 243,144 Total $ 294,519 Employment Agreements As of December 31, 2017, the Company had employment agreements with certain executive employees, which expire in March 2018. Most of the agreements automatically renew for successive one-year periods. The terms of the agreements stipulate payments of base salaries and bonuses. The Company’s approximate minimum future obligations under employment agreements through their expiration dates totaled $0.9 million as of December 31, 2017. 401(k) Savings and Retirement Plan The Company’s employees may participate, subject to eligibility, in the Company’s 401(k) Savings and Retirement Plan (the “401(k) Plan”). Qualified employees are eligible to participate in the 401(k) Plan after attaining 21 years of age and after the first of the month following the completion of six calendar months of employment. Three percent of eligible employee annual base earnings are contributed by the Company as a Safe Harbor elective contribution. Safe Harbor contributions made by the Company totaled $0.2 million in each of the years 2017, 2016 and 2015, and were included in corporate overhead expense for the Company’s corporate employees and other property-level expenses for the Company’s former BuyEfficient employees. The Company is also responsible for funding various retirement plans at certain hotels operated by its management companies. Other property-level expenses on the Company’s consolidated statements of operations includes matching contributions into these various retirement plans of $1.5 million in both 2017 and 2015, and $1.6 million in 2016. Collective Bargaining Agreements The Company is subject to exposure to collective bargaining agreements at certain hotels operated by its management companies. At December 31, 2017, approximately 28.3% of workers employed by the Company’s third-party managers were covered by such collective bargaining agreements. Concentration of Risk The concentration of the Company’s hotels in California, Hawaii, Illinois, Massachusetts, the greater Washington DC area, Louisiana and Florida exposes the Company’s business to economic and severe weather conditions, competition and real and personal property tax rates unique to these locales. As of December 31, 2017, 20 of the Company’s 25 hotels were geographically concentrated as follows: Percentage of Total 2017 Number of Hotels Total Rooms Consolidated Revenue California % % Hawaii % % Illinois % % Massachusetts % % Greater Washington DC area % % Louisiana % % Florida % % Hurricanes Harvey and Irma During the third quarter of 2017, four of the Company’s 25 hotels were impacted to varying degrees by Hurricanes Harvey and Irma: the Hilton North Houston; the Marriott Houston; the Oceans Edge Hotel & Marina; and the Renaissance Orlando at SeaWorld®. In August 2017, Hurricane Harvey attained Category 4 intensity as it made landfall in the Eastern and Southern United States, inflicting widespread damage in Texas, among other areas. The Company’s Houston hotels remained open during Hurricane Harvey; however, they both sustained wind-driven rain infiltration and water damage within some of the guestrooms, meeting space and public areas. In September 2017, Hurricane Irma attained Category 4 intensity as it made landfall in Florida, inflicting widespread damage, particularly in the Florida Keys, in which the Company’s Oceans Edge Hotel & Marina is located. The hotel closed on September 7, 2017, following a mandatory evacuation order, and partially reopened on September 27, 2017. The property sustained limited damage as a result of Hurricane Irma, and the hotel was able to reopen all guestrooms on October 19, 2017. Finally, the Renaissance Orlando at SeaWorld® hotel in Orlando, Florida remained open and operational during Hurricane Irma and sustained minimal damage. The Company maintains customary property, casualty, environmental, flood and business interruption insurance at all of its hotels, the coverage of which is subject to certain limitations including higher deductibles in the event of a named storm. The Company is evaluating its ability to submit claims at each of the Houston hotels for portions of the costs related to the hurricane. For its Houston hotels, the Company incurred combined hurricane-related restoration expense of $0.8 million in 2017, which is included in repairs and maintenance expense in the accompanying consolidated statements of operations for the year ended December 31, 2017. The deductibles related to property damage at the Oceans Edge Hotel & Marina are structured on a building by building basis, none of which sustained enough damage to exceed their deductibles. In 2017, the Company incurred hurricane-related restoration expense of $0.8 million for the Oceans Edge Hotel & Marina, along with $0.1 million for the Renaissance Orlando at SeaWorld®, both of which are included in repairs and maintenance expense in the accompanying consolidated statements of operations for the year ended December 31, 2017. Should the Company incur additional hurricane-related costs in the future for any of these four hotels, additional expense will be recognized at that time. In addition, the Company filed a claim under its business interruption insurance policy for business profits lost at the Oceans Edge Hotel & Marina as a result of the damage suffered by Hurricane Irma. Once the claim is settled with the Company’s insurance carriers, the payments, if any, will be recorded in the period or periods in which they are received. Other The Company has provided customary unsecured environmental indemnities to certain lenders. The Company has performed due diligence on the potential environmental risks, including obtaining an independent environmental review from outside environmental consultants. These indemnities obligate the Company to reimburse the indemnified parties for damages related to certain environmental matters. There is no term or damage limitation on these indemnities; however, if an environmental matter arises, the Company could have recourse against other previous owners or a claim against its environmental insurance policies. At December 31, 2017, the Company had $0.5 million of outstanding irrevocable letters of credit to guaranty the Company’s financial obligations related to workers’ compensation insurance programs from prior policy years. The beneficiaries of these letters of credit may draw upon these letters of credit in the event of a contractual default by the Company relating to each respective obligation. No draws have been made through December 31, 2017. The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels and Company matters. While it is not possible to ascertain the ultimate outcome of such matters, the Company 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 its financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties. |
Quarterly Operating Results (Un
Quarterly Operating Results (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Operating Results (Unaudited) | |
Quarterly Operating Results (Unaudited) | 13. Quarterly Operating Results (Unaudited) The Company’s consolidated quarterly results for the years ended December 31, 2017 and 2016 are as follows (in thousands): First Second Third Fourth Quarter Quarter Quarter Quarter Revenues 2017 $ 280,743 $ 318,796 $ 303,909 $ 290,190 2016 $ 274,292 $ 322,160 $ 303,304 $ 289,584 Operating income 2017 $ 30,282 $ 62,703 $ 13,072 $ 34,948 2016 $ 21,079 $ 63,422 $ 48,846 $ 37,068 Net income 2017 $ 63,827 $ 51,415 $ 17,082 $ 20,680 2016 $ 1,216 $ 65,736 $ 39,427 $ 34,298 Income (loss) attributable to common stockholders per share — basic and diluted 2017 $ 0.27 $ 0.21 $ 0.05 $ 0.07 2016 $ (0.02) $ 0.26 $ 0.16 $ 0.14 Income (loss) attributable to common stockholders per share is computed independently for each of the quarters presented and therefore may not sum to the annual amount for the year. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event | |
Subsequent Event | 14. Subsequent Event On January 9, 2018, the Company sold the Marriott Philadelphia and the Marriott Quincy for a combined gross sales price of $139.0 million. The hotels were classified as held for sale as of December 31, 2017, but neither qualified as a discontinued operation as the sales did not represent a strategic shift that had a major impact on the Company’s business plan or its primary markets. |
Schedule III-Real Estate and Ac
Schedule III-Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2017 | |
Schedule III-Real Estate and Accumulated Depreciation | |
Schedule III-Real Estate and Accumulated Depreciation | SUNSTONE HOTEL INVESTORS, INC. SCHEDULE II DECEMBER 31, 2017 (In thousands) Cost Capitalized Gross Amount at Initial costs Subsequent to Acquisition December 31, 2017 (1) Bldg. and Bldg. and Bldg. and Accum. Date Depr. Encmbr. Land Impr. Land Impr. Land Impr. Totals Depr. Acq./Constr. Life Boston Park Plaza $ — (2) $ 58,527 $ 170,589 $ — $ 107,773 $ 58,527 $ 278,362 $ 336,889 $ 42,064 2013 5-35 Courtyard by Marriott Los Angeles — (2) — 8,446 6,605 13,813 6,605 22,259 28,864 11,550 1999 5-35 Embassy Suites Chicago — 79 46,886 6,348 22,253 6,427 69,139 75,566 31,603 2002 5-35 Embassy Suites La Jolla 61,712 27,900 70,450 — 15,527 27,900 85,977 113,877 31,786 2006 5-35 Hilton Garden Inn Chicago Downtown/Magnificent Mile — (2) 14,040 66,350 — 9,246 14,040 75,596 89,636 8,999 2012 5-50 Hilton New Orleans St. Charles — (2) 3,698 53,578 — 8,109 3,698 61,687 65,385 6,424 2013 5-35 Hilton North Houston — 6,184 35,628 (4,348) (20,352) 1,836 15,276 17,112 3,871 2002 5-35 Hilton San Diego Bayfront 220,000 — 424,992 — 10,307 — 435,299 435,299 54,373 2011 5-57 Hilton Times Square 81,530 — 221,488 — 31,634 — 253,122 253,122 97,881 2006 5-35 Hyatt Centric Chicago Magnificent Mile — (2) — 91,964 — 19,121 — 111,085 111,085 21,597 2012 5-40 Hyatt Regency Newport Beach — (2) — 30,549 — 31,340 — 61,889 61,889 24,494 2002 5-35 Hyatt Regency San Francisco — (2) 116,140 131,430 — 42,388 116,140 173,818 289,958 32,058 2013 5-35 JW Marriott New Orleans 85,341 — 73,420 — 14,450 — 87,870 87,870 16,719 2011 5-35 Marriott Boston Long Wharf — (2) 51,598 170,238 — 40,323 51,598 210,561 262,159 75,400 2007 5-35 Marriott Houston — 4,167 19,155 (1,441) 2,014 2,726 21,169 23,895 7,397 2002 5-35 Marriott Portland — (2) 5,341 20,705 — 7,606 5,341 28,311 33,652 14,424 2000 5-35 Marriott Tysons Corner — 3,897 43,528 (250) 17,001 3,647 60,529 64,176 28,666 2002 5-35 Wailea Beach Resort — (2) 119,707 194,137 — 96,594 119,707 290,731 410,438 25,088 2014 5-40 Oceans Edge Hotel & Marina — 92,510 74,361 — — 92,510 74,361 166,871 1,043 2017 5-40 Renaissance Harborplace — (2) 25,085 102,707 — 25,955 25,085 128,662 153,747 51,561 2005 5-35 Renaissance Los Angeles Airport — (2) 7,800 52,506 — 12,955 7,800 65,461 73,261 22,174 2007 5-35 Renaissance Long Beach — (2) 10,437 37,300 — 22,514 10,437 59,814 70,251 21,962 2005 5-35 Renaissance Orlando at SeaWorld ® — — 119,733 30,716 41,419 30,716 161,152 191,868 63,515 2005 5-35 Renaissance Washington DC 116,819 14,563 132,800 — 45,928 14,563 178,728 193,291 70,722 2005 5-35 Renaissance Westchester — (2) 5,751 17,069 — 21,642 5,751 38,711 44,462 10,706 2010 5-35 $ 565,402 $ 567,424 $ 2,410,009 $ 37,630 $ 639,560 $ 605,054 $ 3,049,569 $ 3,654,623 $ 776,077 (1) The aggregate cost of properties for federal income tax purposes is approximately $4.4 billion (unaudited) at December 31, 2017. (2) Hotel is pledged as collateral by the Company’s credit facility. As of December 31, 2017, the Company has no outstanding indebtedness under its credit facility. Hotel Properties 2017 2016 2015 (1) Reconciliation of land and buildings and improvements: Balance at the beginning of the year $ 3,667,466 $ 3,652,222 $ 3,807,607 Additions during year: Acquisitions 166,871 — — Improvements 91,067 159,786 86,615 Impairment loss (67,345) — — Changes in reporting presentation (53,047) (112,023) — Dispositions (150,389) (32,519) (242,000) Balance at the end of the year $ 3,654,623 $ 3,667,466 $ 3,652,222 (2) Reconciliation of accumulated depreciation: Balance at the beginning of the year $ 803,913 $ 707,737 $ 625,020 Depreciation 112,176 107,409 107,700 Changes in reporting presentation (87,427) — — Retirement (52,585) (11,233) (24,983) Balance at the end of the year $ 776,077 $ 803,913 $ 707,737 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity within the meaning of the Consolidation Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Based on its review, the Company determined that all of its subsidiaries were properly consolidated as of December 31, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015. Noncontrolling interest at both December 31, 2017 and 2016 represents the outside 25.0% equity interest in the Hilton San Diego Bayfront, which the Company includes in its financial statements on a consolidated basis. The Company has evaluated subsequent events through the date of issuance of these financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are defined as cash on hand and in various bank accounts plus credit card receivables and all short-term investments with an original maturity of three months or less. The Company maintains cash and cash equivalents and certain other financial instruments with various financial institutions. These financial institutions are located throughout the country and the Company’s policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. At December 31, 2017 and 2016, the Company had amounts in banks that were in excess of federally insured amounts. |
Restricted Cash | Restricted Cash Restricted cash is comprised of reserve accounts for debt service, interest reserves, seasonality reserves, capital replacements, ground leases, and property taxes. These restricted funds are subject to supervision and disbursement approval by certain of the Company’s lenders and/or hotel managers. |
Accounts Receivable | Accounts Receivable Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. Accounts receivable also includes, among other things, receivables from tenants who lease space in the Company’s hotels. The Company maintains an allowance for doubtful accounts sufficient to cover potential credit losses. The Company’s accounts receivable includes an allowance for doubtful accounts of $0.3 million and $0.2 million at December 31, 2017 and 2016, respectively. |
Inventories | Inventories Inventories, consisting primarily of food and beverages at the hotels, are stated at the lower of cost or market, with cost determined on a method that approximates first-in, first-out basis. |
Acquisitions of Hotel Properties and Other Entities | Acquisitions of Hotel Properties and Other Entities Accounting for the acquisition of a hotel property or other entity as a business combination requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The most difficult estimations of individual fair values are those involving long-lived assets, such as property, equipment, intangible assets and any capital lease obligations that are assumed as part of the acquisition of a leasehold interest. When the Company acquires a hotel property or other entity as a business combination, it uses all available information to make these fair value determinations, and engages independent valuation specialists to assist in the fair value determinations of the long-lived assets acquired and the liabilities assumed. Due to the inherent subjectivity in determining the estimated fair value of long-lived assets, the Company believes that the recording of acquired assets and liabilities is a critical accounting policy. |
Investments in Hotel Properties | Investments in Hotel Properties Depreciation expense is based on the estimated life of the Company’s assets. The life is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish the Company’s hotels, as well as specific market and economic conditions. Hotel properties are depreciated using the straight-line method over estimated useful lives primarily ranging from five to 35 years for buildings and improvements and three to 12 years for furniture, fixtures and equipment. Intangible assets are amortized using the straight-line method over their estimated useful life or over the length of the related agreement, whichever is shorter. The Company’s investment in hotel properties, net also includes initial franchise fees which are recorded at cost and amortized using the straight-line method over the lives of the franchise agreements ranging from 14 to 27 years. All other franchise fees that are based on the Company’s results of operations are expensed as incurred. While the Company believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of the Company’s hotels. The Company has not changed the useful lives of any of its assets during the periods discussed. The Company follows the requirements of the Property, Plant and Equipment Topic of the FASB ASC, which requires impairment losses to be recorded on long-lived assets to be held and used by the Company when indicators of impairment are present and the future undiscounted net cash flows expected to be generated by those assets are less than the assets’ carrying amount. If such assets are considered to be impaired, the related assets are adjusted to their estimated fair value and an impairment is recognized. The impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company performs a Level 3 analysis of fair value, using a discounted cash flow analysis to estimate the fair value of its hotel properties, taking into account each property’s expected cash flow from operations and estimated proceeds from the disposition of the property. The factors addressed in determining estimated proceeds from disposition include anticipated operating cash flow in the year of disposition and terminal capitalization rate. The Company’s judgement is required in determining the discount rate applied to estimated cash flows, growth rate of the properties, operating income of the properties, the need for capital expenditures, as well as specific market and economic conditions. Based on the Company’s review, two hotel properties were impaired during 2017 (see Note 3 and Note 5), and no hotel properties were impaired during either 2016 or 2015. Fair value represents the amount at which an asset could be bought or sold in a current transaction between willing parties, that is, other than a forced or liquidation sale. The estimation process involved in determining if assets have been impaired and in the determination of fair value is inherently uncertain because it requires estimates of current market yields as well as future events and conditions. Such future events and conditions include economic and market conditions, as well as the availability of suitable financing. The realization of the Company’s investment in hotel properties is dependent upon future uncertain events and conditions and, accordingly, the actual timing and amounts realized by the Company may be materially different from their estimated fair values. |
Assets Held for Sale | Assets Held for Sale The Company considers a hotel held for sale if it is probable that the sale will be completed within twelve months, among other requirements. A sale may be considered to be probable once the buyer completes its due diligence of the asset, there is an executed purchase and sale agreement between the Company and the buyer, the buyer waives any closing contingencies, there are no third party approvals necessary and the Company has received a substantial non-refundable deposit. Depreciation ceases when a property is held for sale. Should an impairment loss be required for assets held for sale, the related assets are adjusted to their estimated fair values, less costs to sell. If the sale of the hotel represents a strategic shift that will have a major effect on the Company’s operations and financial results, the hotel is included in discontinued operations, and operating results are removed from income from continuing operations and reported as discontinued operations. The operating results for any such assets for any prior periods presented must also be reclassified as discontinued operations. As of December 31, 2017, the Company’s Marriott Philadelphia and Marriott Quincy were considered held for sale, and subsequently sold in January 2018 (see Note 14). As of December 31, 2016, the Company’s Fairmont Newport Beach was considered held for sale, and subsequently sold in February 2017 (see Note 4). Based on the criteria noted above, none of these hotels were included in discontinued operations. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees consist of loan fees and other financing costs related to the Company’s outstanding indebtedness and credit facility commitments, and are amortized to interest expense over the terms of the related debt or commitment. If a loan is refinanced or paid before its maturity, any unamortized deferred financing costs will generally be expensed unless specific rules are met that would allow for the carryover of such costs to the refinanced debt. Deferred financing fees related to the Company’s undrawn credit facility are included on the Company’s consolidated balance sheets as an asset, and are amortized ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. At December 31, 2016, the deferred financing fees asset on the Company’s consolidated balance sheet also included fees related to the Company’s unfunded senior unsecured notes. During the first quarter of 2017, the senior unsecured notes were funded, and the related deferred financing fees were reclassified to the appropriate current and long-term liabilities. Deferred financing fees related to the Company’s outstanding debt are included on the Company’s consolidated balance sheets as a contra-liability (see Note 7), and subsequently amortized ratably over the term of the related debt. |
Interest Rate Derivatives | Interest Rate Derivatives The Company’s objective in holding interest rate derivatives is to manage its exposure to the interest rate risks related to its floating rate debt. To accomplish this objective, the Company uses interest rate caps and swaps, none of which qualifies for effective hedge accounting treatment. The Company records interest rate protection agreements on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Room revenue and food and beverage revenue are recognized as earned, which is generally defined as the date upon which a guest occupies a room and/or utilizes the hotel’s services. Additionally, some of the Company’s hotel rooms are booked through independent internet travel intermediaries. Revenue for these rooms is booked at the price the Company sold the room to the independent internet travel intermediary less any discount or commission paid. Other operating revenue consists of revenue derived from incidental hotel services such as telephone/internet, parking, spa, entertainment and other guest services, along with tenant lease revenues related to hotel space leased by third parties, any cancellation or attrition revenue and any performance guarantees. During 2016, the Company recognized $5.0 million in other operating revenue from a performance guarantee received from Marriott related to the Wailea Beach Resort. In addition, prior to its sale in September 2015, other operating revenue also included revenue generated by BuyEfficient, LLC Inc. (“BuyEfficient”), an electronic purchasing platform that allowed members to procure food, operating supplies, furniture, fixtures and equipment. Revenues from incidental hotel services and BuyEfficient are recognized in the period the related services are provided or the revenue is earned. |
Advertising and Promotion Costs | Advertising and Promotion Costs Advertising and promotion costs are expensed when incurred. Advertising and promotion costs represent the expense for advertising and reservation systems under the terms of the hotel franchise and brand management agreements and general and administrative expenses that are directly attributable to advertising and promotions. |
Stock Based Compensation | Stock Based Compensation Compensation expense related to awards of restricted shares are measured at fair value on the date of grant and amortized over the relevant requisite service period or derived service period. |
Income Taxes | Income Taxes The Company has elected to be treated as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the “Code”). Management believes that the Company has qualified and intends to continue to qualify as a REIT. Therefore, the Company is permitted to deduct distributions paid to its stockholders, eliminating the federal taxation of income represented by such distributions at the company level. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax (including any applicable alternative minimum tax for tax years prior to 2018) on taxable income at regular corporate tax rates. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed income. In addition, the TRS Lessee, which leases the Company’s hotels from the Operating Partnership, is subject to federal and state income taxes. The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC. Accordingly , 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 income tax bases, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company performs a quarterly review for any uncertain tax positions and, if necessary, records the expected future tax consequences of uncertain tax positions in accordance with the Income Taxes Topic of the FASB ASC. The guidance requires the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Company’s management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which includes federal and certain states. |
Comprehensive Income | Comprehensive Income The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations. |
Noncontrolling Interests | Noncontrolling Interests The Company’s financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated statements of operations, revenues, expenses and net income or loss from less-than-wholly-owned subsidiaries are reported at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling interests based on their weighted average ownership percentage for the applicable period. The consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interests and total equity. At December 31, 2017, 2016 and 2015, the noncontrolling interests reported in the Company’s financial statements included Hilton Worldwide’s 25.0% ownership in the Hilton San Diego Bayfront. Additionally, prior to the Company’s sale of its interests in the Doubletree Guest Suites Times Square in December 2015, the noncontrolling interests reported in the Company’s financial statements also included preferred investors that owned a $0.1 million preferred equity interest in a subsidiary captive REIT that owned the Doubletree Guest Suites Times Square. |
Dividends | Dividends Under current federal income tax laws related to REITs, the Company is required to distribute at least 90% of its net taxable income to its stockholders. Currently, the Company pays quarterly cash dividends to its common stockholders, as well as to the preferred stockholders of its 6.95% Series E Cumulative Redeemable Preferred Stock (“Series E preferred stock”) and its 6.45% Series F Cumulative Preferred Stock (“Series F preferred stock”) as declared by the Company’s board of directors. Prior to its redemption date in April 2016, the Company also paid quarterly cash dividends to the preferred stockholders of its 8.0% Series D Cumulative Redeemable Preferred Stock (“Series D preferred stock”) as declared by the Company’s board of directors. The Company’s ability to pay dividends is dependent on the receipt of distributions from the Operating Partnership. |
Earnings Per Share | Earnings Per Share The Company applies the two-class method when computing its earnings per share. As required by the Earnings Per Share Topic of the FASB ASC, the net income per share for each class of stock (common stock and convertible preferred stock) is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights. To the extent the Company has undistributed earnings in any calendar quarter, the Company will follow the two-class method of computing earnings per share. The Company follows the requirements of the Earnings Per Share Topic of the FASB ASC. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are considered participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. In accordance with the Earnings Per Share Topic of the FASB ASC, basic earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of unvested restricted stock awards and the incremental common shares issuable upon the exercise of stock options, using the more dilutive of either the two-class method or the treasury stock method. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data): Year Ended Year Ended Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Numerator: Net income $ 153,004 $ 140,677 $ 355,519 Income from consolidated joint ventures attributable to noncontrolling interests (7,628) (6,480) (8,164) Preferred stock dividends and redemption charge (12,830) (15,964) (9,200) Distributions paid on unvested restricted stock compensation (860) (754) (1,405) Undistributed income allocated to unvested restricted stock compensation — — (155) Numerator for basic and diluted income attributable to common stockholders $ 131,686 $ 117,479 $ 336,595 Denominator: Weighted average basic and diluted common shares outstanding 221,898 214,966 207,350 Basic and diluted income attributable to common stockholders per common share $ 0.59 $ 0.55 $ 1.62 The Company’s unvested restricted shares associated with its long-term incentive plan and shares associated with common stock options have been excluded from the above calculation of earnings per share for the years ended December 31, 2017, 2016 and 2015, as their inclusion would have been anti-dilutive. |
Segment Reporting | Segment Reporting The Company considers each of its hotels to be an operating segment, none of which meets the threshold for a separate reportable segment in accordance with the Segment Reporting Topic of the FASB ASC. Currently, the Company operates in one segment, hotel ownership. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“ASU No. 2014-09”). The core principal of ASU No. 2014-09 is that an entity should recognize revenue to 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. To achieve that core principal, an entity will need to apply a five-step model: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU No. 2014-09 was originally to be effective during the first quarter of 2017; however, the FASB issued a one-year deferral so that it now becomes effective during the first quarter of 2018. ASU No. 2014-09 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. In March 2016, the FASB clarified the principal versus agent guidance in ASU No. 2014-09 with it issuance of Accounting Standards Update No. 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ” (“ASU No. 2016-08”). In particular, ASU No. 2016-08 clarifies how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions by explaining what a principal controls before the specified good or service is transferred to the customer. In addition, ASU No. 2016-08 reframes the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. ASU No. 2016-08 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-08 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. In May 2016, the FASB amended ASU No. 2014-09’s guidance on transition, collectability, noncash consideration and the presentation of sales and other similar taxes with its issuance of Accounting Standards Update No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ” (“ASU No. 2016-12”). The amendments clarify that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. This clarification is important because entities that use the modified retrospective transition approach need to apply the standard only to contracts that are not complete as of the date of initial application, and entities that use the full retrospective approach may apply certain practical expedients to completed contracts. In addition, ASU No. 2016-12 clarifies that an entity should consider the probability of collecting substantially all of the consideration to which it will be entitled in exchange for goods and services expected to be transferred to the customer rather than the total amount promised for all the goods or services in the contract. ASU No. 2016-12 also clarifies that an entity may consider its ability to manage its exposure to credit risk as part of the collectability assessment, as well as that the fair value of noncash consideration should be measured at contract inception when determining the transaction price. Finally, ASU No. 2016-12 allows an entity to make an accounting policy election to exclude from the transaction price certain types of taxes collected from a customer if it discloses that policy. ASU No. 2016-12 will become effective, along with ASU No. 2014-09, during the first quarter of 2018. Similar to ASU No. 2014-09, ASU No. 2016-12 will require either a full retrospective approach or a modified retrospective approach, with early adoption permitted as of the original effective date. The Company will adopt ASU No. 2014-09, along with the related clarifications and amendments in ASU No. 2016-08 and ASU No. 2016-12, during the first quarter of 2018 using a modified retrospective approach to all contracts that are not completed as of the date of initial adoption. Based on the Company’s assessment of ASU No. 2014-09, the adoption of the standard will not material effect on the Company’s consolidated financial statements, though additional disclosure will be required. Regarding future hotel sales, however, the standard may allow for earlier gain recognition for certain sale transactions under which the Company has continuing involvement. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “ Leases (Topic 842) ” (“ASU No. 2016-02”), which will require lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. All entities will classify leases to determine how to recognize lease-related revenue and expense. Classification will continue to affect amounts that lessors record on the balance sheet. ASU No. 2016-02 will become effective during the first quarter of 2019, and will require a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company is creating an inventory of its leases and is analyzing its current ground lease obligations. The Company is currently evaluating the impact that ASU No. 2016-02 will have on its consolidated financial statements, and, other than the inclusion of operating leases on the Company’s balance sheet, such effects have not yet been determined. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ” (“ASU No. 2016-13”), which will replace today’s “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. In addition, entities will have to disclose significantly more information, including information they use to track credit quality by year of origination for most financing receivables. ASU No. 2016-13 is effective during the first quarter of 2020. ASU No. 2016-13 will require a modified retrospective approach, with early adoption permitted during the first quarter of 2019. The Company does not believe that the adoption of ASU No. 2016-13 will have a material impact on its consolidated financial statements. In September 2016, the FASB issued Accounting Standards Update No. 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) ” (“ASU No. 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU No. 2016-15 addresses certain issues where diversity in practice was identified. It amends existing guidance, which is principles based and often requires judgment to determine the appropriate classification of cash flows as operating, investing or financing activities. In addition, ASU No. 2016-15 clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU No. 2016-15 is effective during the first quarter of 2018, and will generally require a retrospective approach. Early adoption is permitted. The Company does not believe that the adoption of ASU No. 2016-15 will have a material effect on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “ Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) ” (“ASU No. 2016-18”), which will require entities to show the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related caption in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU No. 2016-18 is effective in the first quarter of 2018, and will require a retrospective approach. Early adoption in an interim period is permitted, but any adjustments must be reflected as of the beginning of the fiscal year that includes the interim period. Upon adoption of this standard, amounts included in restricted cash on the Company’s consolidated balance sheets will be included with cash and cash equivalents when reconciling the beginning period and ending period total amounts shown on its consolidated statements of cash flows. As a result of the adoption of ASU No. 2016-18, the Company will no longer present the changes within restricted cash in the consolidated statements of cash flows. The adoption of this standard will not change the Company’s balance sheet presentation. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business ” (“ASU No. 2017-01”), which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. Under the new guidance, an entity first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set of transferred assets and activities is not a business. If it is not met, the entity then evaluates whether the set meets the requirement that a business include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. ASU No. 2017-01 is effective in the first quarter of 2018, and the guidance is to be applied prospectively. Early adoption is permitted. Once adopted, the Company will be required to analyze future hotel acquisitions to determine if the transaction qualifies as the purchase of a business or an asset. Transaction costs associated with asset acquisitions will be capitalized, while the same costs associated with a business combination will continue to be expensed as incurred. In addition, asset acquisitions will not be subject to a measurement period, as are business combinations. Depending on the Company’s conclusion on future hotel acquisitions, ASU No. 2017-01 may have an effect on its consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “ Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU No. 2017-04”), which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standard does not change the guidance on completing Step 1 of the goodwill impairment test. An entity will still be able to perform today’s optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. ASU No. 2017-04 will become effective in the first quarter of 2019, and the guidance is to be applied prospectively. Early adoption is permitted. The Company does not believe that the adoption of ASU No. 2017-04 will have a material impact on its consolidated financial statements. In May 2017, the FASB issued Accounting Standards Update No. 2017-09, “ Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting ” (“ASU No. 2017-09”), which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications, but it does not change the accounting for modifications. Under ASU No. 2017-09, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: the award’s fair value (or calculated or intrinsic value, if those measurement methods are used); the award’s vesting conditions; and the award’s classification as an equity or liability instrument. ASU No. 2017-09 will become effective in the first quarter of 2018, with early adoption permitted. The Company does not believe that the adoption of ASU No. 2017-09 will have an impact on its consolidated financial statements unless it changes the terms or conditions of its grants in the future. |
Organization and Description 24
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Description of Business | |
Schedule of number of hotels managed by each third-party manager | As of December 31, 2017, the Company had interests in 27 hotels (the “27 hotels”), two of which were considered held for sale, leaving 25 hotels currently held for investment (the “25 hotels”). The Company’s third-party managers included the following: Number of Hotels Subsidiaries of Marriott International, Inc. or Marriott Hotel Services, Inc. (collectively, “Marriott”) 11 Interstate Hotels & Resorts, Inc. 4 Highgate Hotels L.P. and an affiliate 3 Crestline Hotels & Resorts 2 Hilton Worldwide 2 Hyatt Corporation 2 Davidson Hotels & Resorts 1 HEI Hotels & Resorts 1 Singh Hospitality, LLC 1 Total hotels owned as of December 31, 2017 27 (1) The Marriott Philadelphia and the Marriott Quincy, located in Pennsylvania and Massachusetts, respectively, were considered held for sale as of December 31, 2017, and subsequently sold in January 2018 (see Note 14). |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of computation of basic and diluted earnings per common share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share data): Year Ended Year Ended Year Ended December 31, 2017 December 31, 2016 December 31, 2015 Numerator: Net income $ 153,004 $ 140,677 $ 355,519 Income from consolidated joint ventures attributable to noncontrolling interests (7,628) (6,480) (8,164) Preferred stock dividends and redemption charge (12,830) (15,964) (9,200) Distributions paid on unvested restricted stock compensation (860) (754) (1,405) Undistributed income allocated to unvested restricted stock compensation — — (155) Numerator for basic and diluted income attributable to common stockholders $ 131,686 $ 117,479 $ 336,595 Denominator: Weighted average basic and diluted common shares outstanding 221,898 214,966 207,350 Basic and diluted income attributable to common stockholders per common share $ 0.59 $ 0.55 $ 1.62 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investment in Hotel Properties | |
Schedule of investment in hotel properties | Investment in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Land $ 605,054 $ 531,660 Buildings and improvements 3,049,569 3,135,806 Furniture, fixtures and equipment 484,749 512,372 Intangible assets 48,371 49,015 Franchise fees 980 1,021 Construction in process 54,280 65,449 Investment in hotel properties, gross 4,243,003 4,295,323 Accumulated depreciation and amortization (1,136,937) (1,137,104) Investment in hotel properties, net $ 3,106,066 $ 3,158,219 |
Schedule of fair values of assets acquired and liabilities assumed in hotel acquisition | The fair values of the assets acquired and liabilities assumed at the Oceans Edge Hotel & Marina’s acquisition date were allocated as follows (in thousands): Assets: Investment in hotel properties $ 174,971 Accounts receivable 15 Inventories 50 Prepaid expenses 41 Other assets 84 Total assets acquired 175,161 Liabilities: Accounts payable and accrued expenses 210 Accrued payroll and employee benefits 256 Other current liabilities 752 Other liabilities 26 Total liabilities assumed 1,244 Total cash paid for acquisition $ 173,917 |
Pro Forma Operating Information | In the Company’s opinion, all significant adjustments necessary to reflect the effects of the acquisition have been made (in thousands, except per share data): 2017 Revenues $ 1,202,887 Income attributable to common stockholders $ 133,939 Income per diluted share attributable to common stockholders $ 0.60 |
Schedule Of Finite And Indefinite Lived Intangible Assets Included in Investment in Hotel Properties | Intangible assets included in the Company’s investment in hotel properties, net consisted of the following (in thousands): December 31, 2017 2016 Advanced bookings (1) $ 10,621 $ 10,621 Easement agreement (2) 9,727 9,727 Ground lease/air rights agreements (3) 25,478 24,107 In-place lease agreements (4) 1,517 1,616 Above market lease agreements (5) 67 94 Below market management agreement (6) 961 2,850 48,371 49,015 Accumulated amortization (14,233) (13,192) $ 34,138 $ 35,823 |
Schedule of amortization expense on intangible assets included in investment in hotel properties | Amortization expense on these intangible assets for the years ended December 31, 2017, 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Advanced bookings (1) $ 2,340 $ 2,340 $ 2,340 Ground lease/air rights agreements (3) 255 255 3,794 In-place lease agreements (4) 276 697 1,455 Above market lease agreements (5) 16 301 90 Below market management agreement (6) 299 469 469 $ 3,186 $ 4,062 $ 8,148 (1) Advanced bookings as of December 31, 2017 consist of advance deposits related to the purchases of the Boston Park Plaza, the Hyatt Regency San Francisco and the Wailea Beach Resort. The contractual advanced hotel bookings were recorded at a discounted present value based on estimated collectability, and are amortized using the straight-line method based over the periods the amounts are expected to be collected. The amortization expense for contractual advanced hotel bookings is included in depreciation and amortization expense in the Company’s consolidated statements of operations. Advanced bookings for the Hyatt Regency San Francisco were fully amortized in December 2017, and the advanced bookings for the Boston Park Plaza and the Wailea Beach Resort will be fully amortized by June 2018 and July 2018, respectively. (2) The Easement agreement at the Hilton Times Square was valued at fair value at the date of acquisition. The Hilton Times Square easement agreement has an indefinite useful life, and, therefore, is not amortized. This non-amortizable intangible asset is reviewed annually for impairment and more frequently if events or circumstances indicate that the asset may be impaired. If a non-amortizable intangible asset is subsequently determined to have a finite useful life, the intangible asset will be written down to the lower of its fair value or carrying amount and then amortized prospectively, based on the remaining useful life of the intangible asset. (3) Ground lease/air rights agreements as of December 31, 2017 include a ground lease at the Hilton Times Square, and air rights at both the Renaissance Harborplace and the Oceans Edge Hotel & Marina. The ground lease agreement at the Hilton Times Square was valued at fair value at the date of acquisition. The agreement is amortized using the straight-line method over the remaining non-cancelable 73-year lease term as of December 31, 2017. The amortization expense for the agreement is included in property tax, ground lease and insurance expense in the Company’s consolidated statements of operations. As noted above in the discussions regarding the 2017 and 2016 acquisitions, the Company purchased air rights associated with both the Oceans Edge Hotel & Marina and the Renaissance Harborplace. The air rights assets were both valued at fair value at the dates of acquisition, and both have indefinite useful lives and are not amortized. During 2015, the Company wrote off $81.5 million related to the air lease intangible asset net of accumulated amortization at the Doubletree Guest Suites Times Square due to the Company’s December 2015 sale of its interests in the hotel, which reduced the gain recognized on the sale. (4) In-place lease agreements as of December 31, 2017 include in-place lease agreements at the Hilton San Diego Bayfront, the Hyatt Regency San Francisco, Oceans Edge Hotel & Marina and the Wailea Beach Resort. Prior to being fully amortized in February 2017, in-place lease agreements also included an in-place lease agreement at the Hilton New Orleans St. Charles. The agreements were valued at fair value at the dates of acquisition, and are amortized using the straight-line method over the remaining non-cancelable terms of the related agreements, which range from between approximately two months and 18 months as of December 31, 2017. The amortization expense for the agreements is included in depreciation and amortization expense in the Company’s consolidated statements of operations. During 2015, the Company wrote off $2.4 million related to in-place lease intangible assets net of accumulated amortization at the Doubletree Guest Suites Times Square due to the Company’s December 2015 sale of its interests in the hotel, which reduced the gain recognized on the sale. (5) The above market lease agreements as of December 31, 2017 consist of a favorable tenant lease asset at the Hyatt Regency San Francisco. Prior to being fully amortized in February 2017, above market lease agreements also included a favorable tenant lease asset at the Hilton New Orleans St. Charles. These agreements were valued at fair value at the dates of acquisition, and amortized using the straight-line method over the remaining non-cancelable terms of the related agreements. The favorable tenant lease asset at the Hyatt Regency San Francisco will be fully amortized in July 2018. The amortization expense for the agreements is included in other operating revenue in the Company’s consolidated statements of operations. (6) The below market management agreement at the Hilton Garden Inn Chicago Downtown/Magnificent Mile was valued at fair value at the acquisition date. The agreement is comprised of two components, one for the management of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, and the other for the potential management of a future hotel. The agreement is amortized using the straight-line method over the remaining non-cancelable terms of the two components. The component related to the management of the Hilton Garden Inn Chicago Downtown/Magnificent Mile will be fully amortized in December 2022, and the component related to the potential management of a future hotel was fully amortized in July 2017. The amortization expense for the agreement is included in other property-level expenses in the Company’s consolidated statements of operations. |
Schedule of amortization expense for next five years | For the next five years, amortization expense for the intangible assets noted above is expected to be as follows (in thousands): 2018 $ 1,792 2019 $ 382 2020 $ 347 2021 $ 347 2022 $ 347 |
Disposals and Discontinued Op27
Disposals and Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Sold, not considered a discontinued operation | |
Schedule of operating results for sold entities | The following table provides summary results of operations for the Fairmont Newport Beach, the Marriott Park City, the Sheraton Cerritos, BuyEfficient and the Doubletree Guest Suites Times Square, which are included in continuing operations (in thousands): 2017 2016 2015 Total revenues $ 9,981 $ 48,116 $ 125,920 Income before income taxes and discontinued operations (1) $ 2,466 $ 5,087 $ 8,702 Gain on sale of assets $ 45,474 $ 18,223 $ 226,217 (1) Income before income taxes and discontinued operations for the year ended December 31, 2015 includes $1.6 million in severance costs related to the Company’s sale of BuyEfficient. These costs are included in other property-level expenses on the Company’s statement of operations. Income before income taxes and discontinued operations does not include the gain recognized on the sales of the Fairmont Newport Beach, the Marriott Park City, the Sheraton Cerritos, BuyEfficient and the Doubletree Guest Suites Times Square. |
Sold, considered a discontinued operation | |
Schedule of operating results for sold entities | The following table sets forth the discontinued operations for the years ended December 31, 2017, 2016 and 2015 related to the Company’s 2013 sale of four hotels and a commercial laundry facility located in Rochester, Minnesota (the “Rochester Portfolio”) (in thousands): 2017 2016 2015 Gain on sale of hotels and other assets, net $ 7,000 $ — $ 16,000 Income tax provision — — (105) Income from discontinued operations, net of tax $ 7,000 $ — $ 15,895 |
Marriott Philadelphia and Marriott Quincy | Held for sale, not considered a discontinued operation | |
Schedule of amounts held for sale | The Company has classified the assets and liabilities related to the Marriott Philadelphia and the Marriott Quincy as held for sale as of December 31, 2017 as follows (in thousands): December 31, 2017 Accounts receivable $ 1,676 Prepaid expenses 193 Investment in hotel properties, net 120,916 Other assets 22 Assets held for sale, net $ 122,807 Accounts payable and accrued expenses $ 69 Other current liabilities 41 Other liabilities 79 Liabilities of assets held for sale $ 189 |
Fairmont Newport Beach | Held for sale, not considered a discontinued operation | |
Schedule of amounts held for sale | The Company classified the assets and liabilities of the Fairmont Newport Beach as held for sale as of December 31, 2016 as follows (in thousands): December 31, 2016 Accounts receivable, net $ 452 Inventories 126 Prepaid expenses 386 Investment in hotel property, net 77,971 Other assets 178 Assets held for sale, net $ 79,113 Accounts payable and accrued expenses $ 781 Accrued payroll and employee benefits 751 Other current liabilities 1,473 Other liabilities 148 Liabilities of assets held for sale $ 3,153 |
Fair Value Measurements and I28
Fair Value Measurements and Interest Rate Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements and Interest Rate Derivatives | |
Schedule of assets measured at fair value on a recurring and nonrecurring basis | The following table presents the Company’s assets measured at fair value on a recurring and nonrecurring basis at December 31, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 December 31, 2017: Houston hotels, net (1) $ 34,473 $ — $ — $ 34,473 Interest rate cap derivatives 4 — 4 — Interest rate swap derivatives 3,390 — 3,390 — Life insurance policy (2) 645 — 645 — Total assets measured at fair value at December 31, 2017 $ 38,512 $ — $ 4,039 $ 34,473 December 31, 2016: Interest rate cap derivative $ — $ — $ — $ — Interest rate swap derivatives 1,749 — 1,749 — Life insurance policy (2) 861 — 861 — Total assets measured at fair value at December 31, 2016 $ 2,610 $ — $ 2,610 $ — (1) Includes the total fair market value of the Houston hotels, net of accumulated depreciation. The hotels are included in investment in hotel properties, net on the accompanying consolidated balance sheets. (2) Includes the split life insurance policy for a former Company associate. These amounts are included in other assets, net on the accompanying consolidated balance sheets, and will be used to reimburse the Company for payments made to the former associate from the related retirement benefit agreement, which is included in accrued payroll and employee benefits on the accompanying consolidated balance sheets. |
Schedule of liabilities measured at fair value on a recurring and nonrecurring basis | The following table presents the Company’s liabilities measured at fair value on a recurring basis at December 31, 2017 and 2016 (in thousands): Fair Value Measurements at Reporting Date Total Level 1 Level 2 Level 3 December 31, 2017: Retirement benefit agreement (1) $ 645 $ — $ 645 $ — Total liabilities measured at fair value at December 31, 2017 $ 645 $ — $ 645 $ — December 31, 2016: Retirement benefit agreement (1) $ 861 $ — $ 861 $ — Total liabilities measured at fair value at December 31, 2016 $ 861 $ — $ 861 $ — (1) Includes the retirement benefit agreement for a former Company associate. The agreement calls for the balance of the retirement benefit agreement to be paid out to the former associate in ten annual installments, beginning in 2011. As such, the Company has paid the former associate a total of $1.4 million through December 31, 2017, which was reimbursed to the Company using funds from the related split life insurance policy noted above. These amounts are included in accrued payroll and employee benefits in the accompanying consolidated balance sheets. |
Schedule of interest rate derivatives | The Company’s interest rate derivatives consisted of the following at December 31, 2017 and 2016 (in thousands): Estimated Fair Value Asset Strike / Capped Effective Maturity Notional December 31, Hedged Debt Type Rate Index Date Date Amount 2017 2016 Hilton San Diego Bayfront (1) Cap 4.250 % 1-Month LIBOR April 15, 2015 May 1, 2017 $ N/A $ N/A $ — Hilton San Diego Bayfront (1) Cap 4.250 % 1-Month LIBOR May 1, 2017 May 1, 2019 $ 109,681 — N/A Hilton San Diego Bayfront (1) Cap 6.000 % 1-Month LIBOR November 10, 2017 December 9, 2020 $ 220,000 4 N/A $85.0 million term loan (2) Swap 3.391 % 1-Month LIBOR October 29, 2015 September 2, 2022 $ 85,000 2,010 1,336 $100.0 million term loan (3) Swap 3.653 % 1-Month LIBOR January 29, 2016 January 31, 2023 $ 100,000 1,380 413 $ 3,394 $ 1,749 (1) In March 2017, the Company purchased a new interest rate cap agreement for $19,000 related to the existing loan secured by the Hilton San Diego Bayfront. The new agreement, whose terms were substantially the same as the terms under the expiring cap agreement, effectively replaced the expiring agreement on May 1, 2017. In November 2017, the Company refinanced the existing loan secured by the Hilton San Diego Bayfront (see Note 7). Coterminous with the loan refinance, the Company purchased a new interest rate cap agreement for $0.1 million, with a strike rate of 6.0% and an expiration date in December 2020. The fair values of the Hilton San Diego Bayfront cap agreements are included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. (2) The fair value of the $85.0 million term loan swap agreement is included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. The 1-month LIBOR rate was swapped to a fixed rate of 1.591%. (3) The fair value of the $100.0 million term loan swap agreement is included in other assets, net on the accompanying consolidated balance sheets as of both December 31, 2017 and 2016. The 1-month LIBOR rate was swapped to a fixed rate of 1.853%. |
Schedule of changes in fair value of interest rate derivatives | Noncash changes in the fair values of the Company’s interest rate derivatives resulted in decreases to interest expense for the years ended December 31, 2017, 2016 and 2015 as follows (in thousands): 2017 2016 2015 Noncash interest on derivatives $ (1,520) $ (1,426) $ (309) |
Schedule of principal values and estimated fair values of debt | The Company’s principal balances and fair market values of its consolidated debt as of December 31, 2017 and 2016 were as follows (in thousands): December 31, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Debt $ 990,402 $ 997,922 $ 935,944 $ 930,665 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets | |
Schedule of other assets | Other assets, net consisted of the following (in thousands): December 31, 2017 2016 Property and equipment, net $ 584 $ 779 Goodwill 990 990 Deferred expense on straight-lined third-party tenant leases 3,351 2,876 Deferred income tax asset 9,492 — Interest rate derivatives 3,394 1,749 Other receivables 3,136 1,673 Other 1,370 1,322 Total other assets, net $ 22,317 $ 9,389 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable | |
Schedule of notes payable | Notes payable consisted of the following at December 31 (in thousands): 2017 2016 Notes payable requiring payments of interest and principal, with fixed rates ranging from 4.12% to 5.95%; maturing at dates ranging from November 2020 through January 2025. The notes are collateralized by first deeds of trust on four hotel properties at December 31, 2017, and five hotel properties at December 31, 2016. $ 345,402 $ 528,604 Note payable requiring payments of interest only as of December 31, 2017, bearing a blended rate of one-month LIBOR plus 105 basis points, and interest and principal as of December 31, 2016, bearing a blended rate of one-month LIBOR plus 225 basis points; maturing in December 2020 with three one-year extensions. The note is collateralized by a first deed of trust on one hotel property. 220,000 222,340 Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.591%, resulting in an effective interest rate of 3.391% based on the Company's current leverage. Matures in September 2022. 85,000 85,000 Unsecured term loan requiring payments of interest only, with a blended interest rate based on a pricing grid with a range of 180 to 255 basis points over LIBOR, depending on the Company's leverage ratios. LIBOR has been swapped to a fixed rate of 1.853%, resulting in an effective interest rate of 3.653% based on the Company's current leverage. Matures in January 2023. 100,000 100,000 Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.69%; maturing in January 2026. 120,000 — Unsecured Senior Notes requiring semi-annual payments of interest only, bearing interest at 4.79%; maturing in January 2028. 120,000 — Total notes payable $ 990,402 $ 935,944 Current portion of notes payable $ 7,420 $ 186,034 Less: current portion of deferred financing fees (1,943) (1,105) Carrying value of current portion of notes payable $ 5,477 $ 184,929 Notes payable, less current portion $ 982,982 $ 749,910 Less: long-term portion of deferred financing fees (5,700) (3,536) Carrying value of notes payable, less current portion $ 977,282 $ 746,374 |
Schedule of aggregate future principal maturities and amortization of notes payable | Aggregate future principal maturities and amortization of notes payable at December 31, 2017, are as follows (in thousands): 2018 $ 7,420 2019 7,957 2020 304,137 2021 111,247 2022 88,446 Thereafter 471,195 Total $ 990,402 |
Schedule of deferred finance fees and losses on extinguishment of debt | Deferred financing fees and losses on extinguishment of debt for the years ended December 31, 2017, 2016 and 2015 were as follows (in thousands): 2017 (1) 2016 (2) 2015 (3) Payments of deferred financing costs $ 3,537 $ 1,759 $ 5,861 Accelerated amortization of deferred financing fees $ — $ — $ 455 Loss on extinguishment of debt $ 824 $ 284 $ 2,964 (1) During the year ended December 31, 2017, the Company paid a total of $3.5 million in deferred financing costs related to its new $220.0 million loan secured by the Hilton San Diego Bayfront, its Senior Notes and its credit facility. In addition, during 2017, the Company incurred a loss on extinguishment of debt totaling $0.8 million related to its 2017 debt repayment and refinancing. (2) During the year ended December 31, 2016, the Company paid a total of $1.8 million in deferred financing costs related to its $100.0 million unsecured term loan, its credit facility and its senior unsecured notes. In addition, during 2016, the Company incurred a loss on extinguishment of debt totaling $0.3 million related to its 2016 debt repayments. (3) During the year ended December 31, 2015, the Company paid a total of $5.9 million in deferred financing costs related to its credit facility and two term loan agreements, as well as its loans entered into in December 2014 secured by the Embassy Suites La Jolla and the JW Marriott New Orleans. In addition, during 2015, the Company wrote off $0.5 million in deferred financing costs related to its prior credit facility, and incurred a total of $3.0 million in losses on extinguishment of debt related to its 2015 debt repayments. |
Schedule of interest incurred and expensed | Total interest incurred and expensed on the notes payable for the years ended December 31, 2017, 2016 and 2015 was as follows (in thousands): 2017 2016 2015 Interest expense on debt and capital lease obligations $ 46,251 $ 49,509 $ 63,677 Noncash interest on derivatives and capital lease obligations, net 3,106 (1,426) (309) Amortization of deferred financing fees 2,409 2,200 3,148 Total interest expense $ 51,766 $ 50,283 $ 66,516 |
Other Current Liabilities and31
Other Current Liabilities and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Current Liabilities and Other Liabilities | |
Schedule of other current liabilities | Other current liabilities consisted of the following (in thousands): December 31, 2017 2016 Property, sales and use taxes payable $ 17,842 $ 16,965 Income tax payable 160 211 Accrued interest 6,746 1,996 Advance deposits 13,454 14,505 Management fees payable 1,952 1,645 Other 4,348 4,547 Total other current liabilities $ 44,502 $ 39,869 |
Schedule of other liabilities | Other liabilities consisted of the following (in thousands): December 31, 2017 2016 Deferred revenue $ 5,589 $ 6,045 Deferred rent 19,582 19,807 Deferred gain on sale of asset — 7,000 Deferred income tax liability 257 — Other 3,561 3,798 Total other liabilities $ 28,989 $ 36,650 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Schedule of income tax benefit (provision) | The income tax benefit (provision) for the Company is included in the consolidated financial statements as follows (in thousands): 2017 2016 2015 Current: Federal $ (298) $ 1,379 $ (655) State (1,162) (763) (779) Current income tax benefit (provision), net (1,460) 616 (1,434) Deferred: Federal (5,591) 3,797 4,856 State (442) 1,638 1,254 Change in valuation allowance 15,268 (5,435) (6,110) Deferred income tax benefit (provision), net 9,235 — — Income tax benefit (provision), net $ 7,775 $ 616 $ (1,434) |
Schedule of effective income tax rate reconciliation | Reconciliations of the Company’s tax provision at the U.S. statutory rate to the benefit (provision) for income taxes, net were as follows (in thousands): 2017 2016 2015 Expected federal tax expense at statutory rate $ (44,930) $ (47,621) $ (115,960) Tax impact of REIT election 41,169 44,320 113,278 Expected tax expense of TRS (3,761) (3,301) (2,682) State income tax expense, net of federal benefit (318) (1,081) (483) Change in valuation allowance 14,340 6,556 2,832 Other permanent items (381) (1,558) (1,101) Alternative minimum tax credit 1,421 — — Effect of rate change (3,526) — — Income tax benefit (provision), net $ 7,775 $ 616 $ (1,434) |
Schedule of deferred tax assets (liabilities) | The significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2017 2016 Deferred Tax Assets: Net operating loss carryover $ 4,427 $ 10,270 Other reserves 1,301 1,945 State taxes and other 3,232 2,716 Depreciation 532 702 Total deferred tax assets 9,492 15,633 Deferred Tax Liabilities: Amortization (63) (119) Deferred revenue (157) (192) Other (37) (54) Total deferred tax liabilities (257) (365) Total net deferred tax asset before valuation allowance 9,235 15,268 Valuation allowance — (15,268) Deferred tax asset net of valuation allowance $ 9,235 $ — |
Schedule of characterization of distributions | For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof. For the years ended December 31, 2017, 2016 and 2015, distributions paid per share were characterized as follows (unaudited): 2017 2016 2015 Amount % Amount % Amount % Common Stock: Ordinary income $ 0.554 75.95 % $ 0.609 89.62 % $ 0.661 46.86 % Capital gain 0.176 24.05 0.071 10.38 0.749 53.14 Return of capital — — — — — — Total $ 0.730 100 % $ 0.680 100 % $ 1.410 100 % Preferred Stock — Series D Ordinary income $ — — % $ 0.473 89.62 % $ 0.937 46.86 % Capital gain — — 0.055 10.38 1.063 53.14 Return of capital — — — — — — Total $ — — % $ 0.528 100 % $ 2.000 100 % Preferred Stock — Series E Ordinary income $ 1.320 75.95 % $ 1.259 89.62 % $ — — % Capital gain 0.418 24.05 0.146 10.38 — — Return of capital — — — — — — Total $ 1.738 100 % $ 1.405 100 % $ — — % Preferred Stock — Series F Ordinary income $ 1.225 75.95 % $ 0.903 89.62 % $ — — % Capital gain 0.388 24.05 0.105 10.38 — — Return of capital — — — — — — Total $ 1.613 100 % $ 1.008 100 % $ — — % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity | |
Schedule of dividends declared per share | The Company declared dividends per share on its Series D preferred stock, Series E preferred stock, Series F preferred stock and common stock during 2017, 2016 and 2015 as follows: 2017 2016 2015 Series D preferred stock $ — $ 0.527778 $ 2.00 Series E preferred stock 1.7375 1.404450 — Series F preferred stock 1.6125 1.007850 — Common stock (1) 0.7300 0.680000 1.41 $ 4.0800 $ 3.620078 $ 3.41 (1) Common stock dividends include a $1.26 dividend declared during the fourth quarter of 2015, which was comprised of a combination of cash and shares of the Company’s common stock, pursuant to elections by individual stockholders. |
Long-Term Incentive Plan (Table
Long-Term Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Long-Term Incentive Plan | |
Schedule of amortization expense and forfeitures related to restricted shares | In accordance with the Compensation Topic of the FASB ASC, the Company has elected to account for forfeitures as they occur. The Company’s amortization expense and forfeitures related to restricted shares for the years ended December 31, 2017, 2016 and 2015 were as follows (in thousands): 2017 2016 2015 Amortization expense, including forfeitures $ 8,042 $ 7,157 $ 9,695 |
Schedule of non-vested stock grant activity | The following is a summary of non-vested stock grant activity: 2017 2016 2015 Weighted Weighted Weighted Average Average Average Shares Price Shares Price Shares Price Outstanding at beginning of year 1,095,908 $ 13.36 986,345 $ 14.33 1,883,296 $ 11.24 Granted 654,266 $ 15.11 816,880 $ 12.33 499,787 $ 17.33 Vested (541,827) $ 13.78 (605,641) $ 13.39 (1,225,443) $ 10.75 Forfeited (33,298) $ 14.10 (101,676) $ 14.32 (171,295) $ 14.76 Outstanding at end of year 1,175,049 $ 14.12 1,095,908 $ 13.36 986,345 $ 14.33 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies | |
Schedule of basic and incentive management fees | Total basic management fees, net of key money incentives received from third-party hotel managers, along with incentive management fees incurred by the Company during the years ended December 31, 2017, 2016 and 2015 were included in other property-level expenses on the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Basic management fees $ 33,318 $ 33,109 $ 34,426 Incentive management fees 6,301 6,071 5,020 Total basic and incentive management fees $ 39,619 $ 39,180 $ 39,446 |
Schedule of License and Franchise Costs | Total license and franchise fees incurred by the Company during the years ended December 31, 2017, 2016 and 2015 were included in franchise costs on the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Franchise assessments (1) $ 26,902 $ 26,399 $ 28,193 Franchise royalties 9,779 10,248 11,903 Total franchise costs $ 36,681 $ 36,647 $ 40,096 (1) Includes advertising, reservation and frequent guest club assessments. |
Schedule of capital lease assets | The capital lease assets were included in investment in hotel properties, net on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2017 2016 Gross capital lease asset - buildings and improvements $ 58,799 $ 58,799 Gross capital lease asset - land 6,605 — Gross capital lease assets 65,404 58,799 Accumulated depreciation (8,208) (6,738) Net capital lease assets $ 57,196 $ 52,061 |
Schedule of future minimum capital lease payments | Future minimum lease payments under for the Company’s capital leases together with the present value of the net minimum lease payments as of December 31, 2017 are as follows (in thousands): 2018 $ 2,357 2019 2,357 2020 2,357 2021 2,389 2022 2,453 Thereafter 138,673 Total minimum lease payments (1) 150,586 Less: Amount representing interest (2) (123,781) Present value of net minimum lease payments (3) $ 26,805 (1) Minimum lease payments do not include percentage rent, which may be paid under the Hyatt Centric Chicago Magnificent Mile building lease on the basis of 4.0% of the hotel’s gross room revenues over a certain threshold. The Company recorded nominal percentage rent in 2017, and $0.1 million in percentage rent in both 2016 and 2015. (2) Interest includes the amount necessary to reduce net minimum lease payments to present value calculated at the Company’s incremental borrowing rate at lease inception. (3) The present value of net minimum lease payments are reflected in the Company’s consolidated balance sheet as of December 31, 2017 as a current obligation of $1,000, which is included in accounts payable and accrued expenses, and as a long-term obligation of $26.8 million, which is included in capital lease obligations, less current portion. |
Schedule of hotels obligated to unaffiliated third parties under the terms of ground, building and air leases | During 2017, 2016 and 2015, certain of the Company’s hotels were obligated to unaffiliated third parties under the terms of ground, building and air leases as follows: 2017 2016 2015 Number of hotels with ground, building and/or air leases (1) 6 6 8 Number of ground leases (1) 6 6 7 Number of building leases (2) 1 1 1 Number of air leases (1) 1 1 2 Total number of ground, building and air leases 8 8 10 (1) 2015 includes a ground lease related to the Sheraton Cerritos, which the Company sold in May 2016, as well as an air rights lease at the Renaissance Harborplace, which air rights the Company purchased in June 2016. In 2017, the Company determined that one of the ground leases is a capital lease, as noted above. (2) The building lease is considered by the Company to be a capital lease, as noted above. |
Schedule of ground, building and air operating lease rent expense | Total rent expense incurred pursuant to ground, building and air operating lease agreements for the years ended December 31, 2017, 2016 and 2015 was included in property tax, ground lease and insurance in the Company’s consolidated statements of operations as follows (in thousands): 2017 2016 2015 Minimum rent, including straight-line adjustments $ 8,929 $ 9,140 $ 14,484 Percentage rent (1) 6,351 9,394 3,256 Total $ 15,280 $ 18,534 $ 17,740 (1) Several of the Company’s hotels pay percentage rent, which is calculated on operating revenues above certain thresholds. |
Schedule of future minimum operating lease payments | Future minimum payments under the terms of the ground and air operating leases, as well as the current sublease on the corporate facility and the new office space lease, in effect at December 31, 2017 are as follows (in thousands): 2018 $ 9,278 2019 10,280 2020 10,561 2021 10,605 2022 10,651 Thereafter 243,144 Total $ 294,519 |
Schedule of hotel geographic concentration of risk | As of December 31, 2017, 20 of the Company’s 25 hotels were geographically concentrated as follows: Percentage of Total 2017 Number of Hotels Total Rooms Consolidated Revenue California % % Hawaii % % Illinois % % Massachusetts % % Greater Washington DC area % % Louisiana % % Florida % % |
Quarterly Operating Results (36
Quarterly Operating Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Operating Results (Unaudited) | |
Schedule of consolidated quarterly results | The Company’s consolidated quarterly results for the years ended December 31, 2017 and 2016 are as follows (in thousands): First Second Third Fourth Quarter Quarter Quarter Quarter Revenues 2017 $ 280,743 $ 318,796 $ 303,909 $ 290,190 2016 $ 274,292 $ 322,160 $ 303,304 $ 289,584 Operating income 2017 $ 30,282 $ 62,703 $ 13,072 $ 34,948 2016 $ 21,079 $ 63,422 $ 48,846 $ 37,068 Net income 2017 $ 63,827 $ 51,415 $ 17,082 $ 20,680 2016 $ 1,216 $ 65,736 $ 39,427 $ 34,298 Income (loss) attributable to common stockholders per share — basic and diluted 2017 $ 0.27 $ 0.21 $ 0.05 $ 0.07 2016 $ (0.02) $ 0.26 $ 0.16 $ 0.14 |
Organization and Description 37
Organization and Description of Business (Details) | 12 Months Ended |
Dec. 31, 2017propertyitem | |
Organization and Description of Business | |
Number of hotels held for investment | property | 25 |
Number of hotels managed by third parties | 27 |
Marriott | |
Organization and Description of Business | |
Number of hotels managed by third parties | 11 |
Interstate Hotels & Resorts, Inc | |
Organization and Description of Business | |
Number of hotels managed by third parties | 4 |
Highgate Hotels L.P. and an affiliate | |
Organization and Description of Business | |
Number of hotels managed by third parties | 3 |
Crestline Hotels & Resorts | |
Organization and Description of Business | |
Number of hotels managed by third parties | 2 |
Hilton Worldwide | |
Organization and Description of Business | |
Number of hotels managed by third parties | 2 |
Hyatt Corporation | |
Organization and Description of Business | |
Number of hotels managed by third parties | 2 |
Davidson Hotels & Resorts | |
Organization and Description of Business | |
Number of hotels managed by third parties | 1 |
HEI Hotels & Resorts | |
Organization and Description of Business | |
Number of hotels managed by third parties | 1 |
Singh Hospitality, LLC | |
Organization and Description of Business | |
Number of hotels managed by third parties | 1 |
Sunstone Hotel Partnership, LLC | |
Organization and Description of Business | |
Controlling interest owned (as a percent) | 100.00% |
Held for sale, not considered a discontinued operation | Marriott Philadelphia and Marriott Quincy | |
Organization and Description of Business | |
Number of hotels held for investment | property | 2 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)segmentproperty | Dec. 31, 2016USD ($)property | Dec. 31, 2015property | Nov. 30, 2015USD ($) | |
Accounts Receivable | ||||
Allowance for doubtful accounts (in dollars) | $ 0.3 | $ 0.2 | ||
Investments in Hotel Properties | ||||
Number of hotels held for investment | property | 25 | |||
Assets Held for Sale | ||||
Maximum time period for sale for classification of asset as held for sale | 12 months | |||
Segment Reporting | ||||
Number of operating segments | segment | 1 | |||
Buildings and improvements | Minimum | ||||
Investments in Hotel Properties | ||||
Estimated useful life for property, plant and equipment | 5 years | |||
Buildings and improvements | Maximum | ||||
Investments in Hotel Properties | ||||
Estimated useful life for property, plant and equipment | 35 years | |||
Furniture, fixtures and equipment | Minimum | ||||
Investments in Hotel Properties | ||||
Estimated useful life for property, plant and equipment | 3 years | |||
Furniture, fixtures and equipment | Maximum | ||||
Investments in Hotel Properties | ||||
Estimated useful life for property, plant and equipment | 12 years | |||
Impaired hotels | ||||
Investments in Hotel Properties | ||||
Number of hotels held for investment | property | 2 | 0 | 0 | |
Initial franchise fees | Minimum | ||||
Investments in Hotel Properties | ||||
Estimated useful life | 14 years | |||
Initial franchise fees | Maximum | ||||
Investments in Hotel Properties | ||||
Estimated useful life | 27 years | |||
Hilton San Diego Bayfront | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | ||||
Noncontrolling interest percentage in Hilton San Diego Bayfront | 25.00% | 25.00% | 25.00% | |
Doubletree Guest Suites Times Square | ||||
Stockholders' Equity Attributable to Noncontrolling Interest | ||||
Preferred equity interest in Doubletree Guest Suites Times Square captive REIT | $ 0.1 | |||
Wailea Beach Resort | ||||
Revenue Recognition | ||||
Performance guarantee revenue received | $ 5 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | |||||||||||
Net income | $ 20,680 | $ 17,082 | $ 51,415 | $ 63,827 | $ 34,298 | $ 39,427 | $ 65,736 | $ 1,216 | $ 153,004 | $ 140,677 | $ 355,519 |
Income from consolidated joint ventures attributable to noncontrolling interests | (7,628) | (6,480) | (8,164) | ||||||||
Preferred stock dividends and redemption charge | (12,830) | (15,964) | (9,200) | ||||||||
Distributions paid on unvested restricted stock compensation | (860) | (754) | (1,405) | ||||||||
Undistributed income allocated to unvested restricted stock compensation | (155) | ||||||||||
Numerator for basic and diluted income attributable to common stockholders | $ 131,686 | $ 117,479 | $ 336,595 | ||||||||
Denominator: | |||||||||||
Weighted average basic and diluted common shares outstanding (in shares) | 221,898 | 214,966 | 207,350 | ||||||||
Basic and diluted income attributable to common stockholders per common share (in dollars per share) | $ 0.07 | $ 0.05 | $ 0.21 | $ 0.27 | $ 0.14 | $ 0.16 | $ 0.26 | $ (0.02) | $ 0.59 | $ 0.55 | $ 1.62 |
Investment in Hotel Propertie40
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investment in Hotel Properties | ||
Land | $ 605,054 | $ 531,660 |
Buildings and improvements | 3,049,569 | 3,135,806 |
Furniture, fixtures and equipment | 484,749 | 512,372 |
Intangible assets | 48,371 | 49,015 |
Franchise fees | 980 | 1,021 |
Construction in process | 54,280 | 65,449 |
Investment in hotel properties, gross | 4,243,003 | 4,295,323 |
Accumulated depreciation and amortization | (1,136,937) | (1,137,104) |
Investment in hotel properties, net | $ 3,106,066 | $ 3,158,219 |
Investment in Hotel Propertie41
Investment in Hotel Properties - Acquisitions (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jul. 31, 2017USD ($)room | Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Unaudited pro forma results of operations | |||||||||||||
Revenues | $ 1,202,887 | ||||||||||||
Income attributable to common stockholders | $ 133,939 | ||||||||||||
Income per diluted share attributable to common stockholders (in dollars per share) | $ / shares | $ 0.60 | ||||||||||||
Total revenues | $ 290,190 | $ 303,909 | $ 318,796 | $ 280,743 | $ 289,584 | $ 303,304 | $ 322,160 | $ 274,292 | $ 1,193,638 | $ 1,189,340 | $ 1,249,180 | ||
Net Income | 20,680 | $ 17,082 | $ 51,415 | $ 63,827 | $ 34,298 | $ 39,427 | $ 65,736 | $ 1,216 | 153,004 | $ 140,677 | $ 355,519 | ||
Oceans Edge Hotel & Marina | Hurricane | |||||||||||||
Unaudited pro forma results of operations | |||||||||||||
Hurricane-related restoration expenses | 800 | ||||||||||||
Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Investment in Hotel Properties | |||||||||||||
Number of rooms | room | 175 | ||||||||||||
Purchase price of acquired entity | $ 173,900 | ||||||||||||
Acquisition-related costs | 700 | ||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 174,971 | ||||||||||||
Accounts receivable | 15 | ||||||||||||
Inventories | 50 | ||||||||||||
Prepaid expenses | 41 | ||||||||||||
Other assets | 84 | ||||||||||||
Total assets acquired | 175,161 | ||||||||||||
Liabilities: | |||||||||||||
Accounts payable and accrued expenses | 210 | ||||||||||||
Accrued payroll and employee benefits | 256 | ||||||||||||
Other current liabilities | 752 | ||||||||||||
Other liabilities | 26 | ||||||||||||
Total liabilities assumed | 1,244 | ||||||||||||
Total cash paid for acquisitions | 173,917 | ||||||||||||
Unaudited pro forma results of operations | |||||||||||||
Total revenues | 5,100 | ||||||||||||
Net Income | (1,400) | ||||||||||||
Acquisitions 2,015 | |||||||||||||
Investment in Hotel Properties | |||||||||||||
Number of hotels acquired | 0 | ||||||||||||
Land | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 92,500 | ||||||||||||
Buildings and improvements | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 74,400 | ||||||||||||
Furniture, fixtures and equipment | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 6,400 | ||||||||||||
Intangible assets | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 1,700 | ||||||||||||
Intangible assets | Air rights | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | 1,600 | ||||||||||||
Intangible assets | Air rights | Acquisitions 2016 | Renaissance Harborplace Air Rights | |||||||||||||
Investment in Hotel Properties | |||||||||||||
Acquisition of air rights | $ 2,400 | ||||||||||||
Refund of closing costs | (200) | ||||||||||||
Value of air rights after refund of closing costs | $ 2,300 | $ 2,300 | |||||||||||
In-place lease agreements | Intangible assets | Acquisitions 2017 | Oceans Edge Hotel & Marina | |||||||||||||
Assets: | |||||||||||||
Investment in hotel properties | $ 100 | ||||||||||||
Weighted average expected life | 9 months |
Investment in Hotel Propertie42
Investment in Hotel Properties - Impairment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Asset Impairment Charges | |||
Impairment loss | $ 40,053,000 | $ 0 | $ 0 |
Houston Hotels | |||
Asset Impairment Charges | |||
Impairment loss | 40,100,000 | ||
Hilton North Houston | |||
Asset Impairment Charges | |||
Impairment loss | 31,000,000 | ||
Marriott Houston | |||
Asset Impairment Charges | |||
Impairment loss | $ 9,100,000 |
Investment in Hotel Propertie43
Investment in Hotel Properties - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible Assets | ||||
Amortization expense | $ 3,141 | $ 3,743 | $ 6,479 | |
Ground lease/air rights | ||||
Intangible Assets | ||||
Estimated useful life | 73 years | |||
Intangible assets included in hotel properties | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | $ 48,371 | 48,371 | 49,015 | |
Accumulated amortization | (14,233) | (14,233) | (13,192) | |
Net balance of intangibles at end of period | 34,138 | 34,138 | 35,823 | |
Amortization expense | 3,186 | 4,062 | 8,148 | |
Intangible assets included in hotel properties | Easement agreement | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | 9,727 | 9,727 | 9,727 | |
Intangible assets included in hotel properties | Advanced bookings | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | 10,621 | 10,621 | 10,621 | |
Amortization expense | 2,340 | 2,340 | 2,340 | |
Intangible assets included in hotel properties | Ground lease/air rights | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | 25,478 | 25,478 | 24,107 | |
Amortization expense | 255 | 255 | 3,794 | |
Intangible assets included in hotel properties | In-place lease agreements | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | 1,517 | 1,517 | 1,616 | |
Amortization expense | 276 | 697 | 1,455 | |
Intangible assets included in hotel properties | Above market lease agreements | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | 67 | 67 | 94 | |
Amortization expense | 16 | 301 | 90 | |
Intangible assets included in hotel properties | Below-market management agreement | ||||
Intangible Assets | ||||
Value of intangibles at acquisition | $ 961 | 961 | 2,850 | |
Amortization expense | $ 299 | $ 469 | 469 | |
Minimum | In-place lease agreements | ||||
Intangible Assets | ||||
Estimated useful life | 2 months | |||
Maximum | In-place lease agreements | ||||
Intangible Assets | ||||
Estimated useful life | 18 months | |||
Doubletree Guest Suites Times Square | Sold, not considered a discontinued operation | ||||
Intangible Assets | ||||
Intangible assets written off due to sale of asset | 83,900 | |||
Doubletree Guest Suites Times Square | Sold, not considered a discontinued operation | Ground lease/air rights | ||||
Intangible Assets | ||||
Intangible assets written off due to sale of asset | 81,500 | |||
Doubletree Guest Suites Times Square | Sold, not considered a discontinued operation | In-place lease agreements | ||||
Intangible Assets | ||||
Intangible assets written off due to sale of asset | $ 2,400 |
Investment in Hotel Propertie44
Investment in Hotel Properties - Future Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Investment in Hotel Properties | |
2,018 | $ 1,792 |
2,019 | 382 |
2,020 | 347 |
2,021 | 347 |
2,022 | $ 347 |
Disposals and Discontinued Op45
Disposals and Discontinued Operations - Disposals (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2017USD ($)room | Feb. 28, 2017USD ($)room | May 31, 2016USD ($)room | Dec. 31, 2015USD ($)room | Sep. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Detail of Amounts Held for Sale | ||||||||
Assets held for sale, net | $ 122,807 | $ 79,113 | ||||||
Liabilities of assets held for sale | 189 | 3,153 | ||||||
Gain on sale of assets | 45,474 | 18,413 | $ 226,217 | |||||
Accelerated amortization of deferred financing fees | 455 | |||||||
Held for sale, not considered a discontinued operation | Marriott Philadelphia and Marriott Quincy | ||||||||
Detail of Amounts Held for Sale | ||||||||
Accounts receivable, net | 1,676 | |||||||
Prepaid expenses | 193 | |||||||
Investment in hotel properties, net | 120,916 | |||||||
Other assets, net | 22 | |||||||
Assets held for sale, net | 122,807 | |||||||
Accounts payable and accrued expenses | 69 | |||||||
Other current liabilities | 41 | |||||||
Other liabilities | 79 | |||||||
Liabilities of assets held for sale | 189 | |||||||
Held for sale, not considered a discontinued operation | Fairmont Newport Beach | ||||||||
Detail of Amounts Held for Sale | ||||||||
Accounts receivable, net | 452 | |||||||
Inventories | 126 | |||||||
Prepaid expenses | 386 | |||||||
Investment in hotel properties, net | 77,971 | |||||||
Other assets, net | 178 | |||||||
Assets held for sale, net | 79,113 | |||||||
Accounts payable and accrued expenses | 781 | |||||||
Accrued payroll and employee benefits | 751 | |||||||
Other current liabilities | 1,473 | |||||||
Other liabilities | 148 | |||||||
Liabilities of assets held for sale | 3,153 | |||||||
Sold, not considered a discontinued operation | Fairmont Newport Beach | ||||||||
Detail of Amounts Held for Sale | ||||||||
Number of rooms sold | room | 444 | |||||||
Net proceeds received from sale | $ 122,800 | |||||||
Gain on sale of assets | $ 44,300 | |||||||
Sold, not considered a discontinued operation | Marriott Park City | ||||||||
Detail of Amounts Held for Sale | ||||||||
Number of rooms sold | room | 199 | |||||||
Net proceeds received from sale | $ 27,000 | |||||||
Gain on sale of assets | $ 1,200 | |||||||
Sold, not considered a discontinued operation | Marriott Park City and Fairmont Newport Beach | ||||||||
Detail of Amounts Held for Sale | ||||||||
Gain on sale of assets | 45,474 | |||||||
Total revenues | 9,981 | |||||||
Income before income taxes | $ 2,466 | |||||||
Sold, not considered a discontinued operation | Marriott Park City, Fairmont Newport Beach and Sheraton Cerritos | ||||||||
Detail of Amounts Held for Sale | ||||||||
Gain on sale of assets | 18,223 | |||||||
Total revenues | 48,116 | |||||||
Income before income taxes | $ 5,087 | |||||||
Sold, not considered a discontinued operation | Sheraton Cerritos | ||||||||
Detail of Amounts Held for Sale | ||||||||
Number of rooms sold | room | 203 | |||||||
Net proceeds received from sale | $ 41,200 | |||||||
Gain on sale of assets | $ 18,200 | |||||||
Sold, not considered a discontinued operation | BuyEfficient, LLC | ||||||||
Detail of Amounts Held for Sale | ||||||||
Net proceeds received from sale | $ 26,400 | |||||||
Gain on sale of assets | 11,700 | |||||||
Goodwill written off due to sale of asset | 8,400 | |||||||
Intangible assets written off due to sale of asset | 6,200 | |||||||
Severance Costs | $ 1,600 | |||||||
Sold, not considered a discontinued operation | Doubletree Guest Suites Times Square | ||||||||
Detail of Amounts Held for Sale | ||||||||
Number of rooms sold | room | 468 | |||||||
Net proceeds received from sale | $ 522,700 | |||||||
Gain on sale of assets | 214,500 | |||||||
Intangible assets written off due to sale of asset | 83,900 | 83,900 | ||||||
Sold, not considered a discontinued operation | Fairmont Newport Beach, Marriott Park City, Sheraton Cerritos, Doubletree Guest Suites Times Square and BuyEfficient | ||||||||
Detail of Amounts Held for Sale | ||||||||
Gain on sale of assets | 226,217 | |||||||
Total revenues | 125,920 | |||||||
Income before income taxes | $ 8,702 | |||||||
Doubletree Guest Suites Times Square mortgage payable | Sold, not considered a discontinued operation | Doubletree Guest Suites Times Square | ||||||||
Detail of Amounts Held for Sale | ||||||||
Repayment of mortgage debt | 175,000 | |||||||
Accelerated amortization of deferred financing fees | $ 1,700 |
Disposals and Discontinued Op46
Disposals and Discontinued Operations - Discontinued Operations (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013property | Dec. 31, 2016USD ($) | Jan. 31, 2013USD ($) | |
Income from discontinued operations, net of tax | $ 7,000 | $ 15,895 | ||||
Deferred gain on sale of asset | $ 7,000 | |||||
Rochester Portfolio | ||||||
Number of hotels sold | property | 4 | |||||
Gain on sale of hotels and other assets, net | 7,000 | |||||
Total liability related to pension plan | $ 14,000 | |||||
Rochester Portfolio | Sold, considered a discontinued operation | ||||||
Number of hotels sold | property | 4 | |||||
Gain on sale of hotels and other assets, net | 7,000 | 16,000 | ||||
Income tax provision included in discontinued operations | (105) | |||||
Income from discontinued operations, net of tax | 7,000 | 15,895 | ||||
Preferred equity investment | 25,000 | |||||
Proceeds received on sale of preferred equity investment and settlement of loan | $ 16,000 | |||||
Hotel retirement plans | Rochester Portfolio | ||||||
Deferred gain on sale of portfolio | 14,000 | |||||
Reduction in pension plan liability | $ 7,000 | $ 7,000 | ||||
Maximum | Hotel retirement plans | Rochester Portfolio | ||||||
Total liability related to pension plan | $ 14,000 |
Fair Value Measurements and I47
Fair Value Measurements and Interest Rate Derivatives - Fair Value Measurements (Details) | Dec. 31, 2017USD ($)item | Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) |
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | $ 40,053,000 | $ 0 | $ 0 | |
Assets: | ||||
Investment in hotel properties, net | $ 3,106,066,000 | 3,106,066,000 | 3,158,219,000 | |
Interest rate derivatives | $ 3,394,000 | $ 3,394,000 | $ 1,749,000 | |
Former Chairman | ||||
Liabilities: | ||||
Number of installments to be paid out under the Retirement Benefit Agreement | item | 10 | 10 | 10 | |
Total amount paid to date under the Retirement Benefit Agreement | $ 1,400,000 | |||
Level 2 | ||||
Assets: | ||||
Life insurance policy | 645,000 | $ 645,000 | $ 861,000 | |
Total assets | 4,039,000 | 4,039,000 | 2,610,000 | |
Liabilities: | ||||
Retirement benefit agreement | 645,000 | 645,000 | 861,000 | |
Total liabilities | 645,000 | 645,000 | 861,000 | |
Level 2 | Interest Rate Cap | ||||
Assets: | ||||
Interest rate derivatives | 4,000 | 4,000 | ||
Level 2 | Interest Rate Swap | ||||
Assets: | ||||
Interest rate derivatives | 3,390,000 | 3,390,000 | 1,749,000 | |
Level 3 | ||||
Assets: | ||||
Total assets | 34,473,000 | 34,473,000 | ||
Total at the end of the period | ||||
Assets: | ||||
Life insurance policy | 645,000 | 645,000 | 861,000 | |
Total assets | 38,512,000 | 38,512,000 | 2,610,000 | |
Liabilities: | ||||
Retirement benefit agreement | 645,000 | 645,000 | 861,000 | |
Total liabilities | 645,000 | 645,000 | 861,000 | |
Total at the end of the period | Interest Rate Cap | ||||
Assets: | ||||
Interest rate derivatives | 4,000 | 4,000 | ||
Total at the end of the period | Interest Rate Swap | ||||
Assets: | ||||
Interest rate derivatives | 3,390,000 | 3,390,000 | $ 1,749,000 | |
Houston Hotels | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | 40,100,000 | |||
Houston Hotels | Level 3 | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | 40,100,000 | |||
Assets: | ||||
Investment in hotel properties, net | 34,473,000 | 34,473,000 | ||
Houston Hotels | Total at the end of the period | ||||
Assets: | ||||
Investment in hotel properties, net | $ 34,473,000 | 34,473,000 | ||
Hilton North Houston | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | 31,000,000 | |||
Hilton North Houston | Level 3 | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | 31,000,000 | |||
Marriott Houston | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | 9,100,000 | |||
Marriott Houston | Level 3 | ||||
Fair value of assets and liabilities measured at fair value on a recurring and nonrecurring basis | ||||
Impairment loss | $ 9,100,000 |
Fair Value Measurements and I48
Fair Value Measurements and Interest Rate Derivatives - Interest Rate Derivatives (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Interest Rate Derivatives | |||||||||
Fair values of derivative assets | $ 3,394,000 | $ 1,749,000 | $ 3,394,000 | $ 3,394,000 | $ 1,749,000 | ||||
Payment for interest rate derivative | 125,000 | $ 13,000 | |||||||
Noncash interest on derivatives | $ (1,520,000) | $ (1,426,000) | $ (309,000) | ||||||
Hilton San Diego Bayfront previous mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Interest rate added to base rate (as a percent) | 2.25% | 2.25% | |||||||
Hilton San Diego Bayfront mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Interest rate added to base rate (as a percent) | 1.05% | 1.05% | |||||||
$85.0 million term loan | |||||||||
Interest Rate Derivatives | |||||||||
Term loan total interest rate, including effect of swap agreement | 3.391% | 3.391% | 3.391% | 3.391% | 3.391% | ||||
$100.0 million term loan | |||||||||
Interest Rate Derivatives | |||||||||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | |||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Interest rate derivatives | |||||||||
Interest Rate Derivatives | |||||||||
Fair value of interest rate derivatives | $ 3,394,000 | $ 1,749,000 | $ 3,394,000 | $ 3,394,000 | $ 1,749,000 | ||||
Interest Rate Cap | Not designated as hedging instrument | Hilton San Diego Bayfront previous mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Strike rate under interest rate cap agreement | 4.25% | 4.25% | |||||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Effective date | Apr. 15, 2015 | ||||||||
Maturity Date | May 1, 2017 | ||||||||
Interest Rate Cap | Not designated as hedging instrument | Hilton San Diego Bayfront mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Strike rate under interest rate cap agreement | 6.00% | 6.00% | 6.00% | 6.00% | |||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Effective date | Nov. 10, 2017 | ||||||||
Maturity Date | Dec. 9, 2020 | Dec. 9, 2020 | |||||||
Notional amount | $ 220,000,000 | $ 220,000,000 | $ 220,000,000 | ||||||
Fair value of interest rate derivatives | $ 4,000 | $ 4,000 | $ 4,000 | ||||||
Payment for interest rate derivative | $ 100,000 | ||||||||
Hilton San Diego Bayfront new interest rate cap | Hilton San Diego Bayfront previous mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Payment for interest rate derivative | $ 19,000 | ||||||||
Hilton San Diego Bayfront new interest rate cap | Not designated as hedging instrument | Hilton San Diego Bayfront previous mortgage payable | |||||||||
Interest Rate Derivatives | |||||||||
Strike rate under interest rate cap agreement | 4.25% | 4.25% | 4.25% | ||||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Effective date | May 1, 2017 | ||||||||
Maturity Date | May 1, 2019 | ||||||||
Notional amount | $ 109,681,000 | $ 109,681,000 | $ 109,681,000 | ||||||
Interest Rate Swap | Not designated as hedging instrument | $85.0 million term loan | |||||||||
Interest Rate Derivatives | |||||||||
Term loan total interest rate, including effect of swap agreement | 3.391% | 3.391% | 3.391% | 3.391% | 3.391% | ||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Effective date | Oct. 29, 2015 | Oct. 29, 2015 | |||||||
Maturity Date | Sep. 2, 2022 | Sep. 2, 2022 | |||||||
Notional amount | $ 85,000,000 | $ 85,000,000 | $ 85,000,000 | ||||||
Fair value of interest rate derivatives | $ 2,010,000 | $ 1,336,000 | $ 2,010,000 | $ 2,010,000 | $ 1,336,000 | ||||
Fixed rate under interest rate swap agreement | 1.591% | 1.591% | 1.591% | 1.591% | 1.591% | ||||
Interest Rate Swap | Not designated as hedging instrument | $100.0 million term loan | |||||||||
Interest Rate Derivatives | |||||||||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | ||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Effective date | Jan. 29, 2016 | Jan. 29, 2016 | |||||||
Maturity Date | Jan. 31, 2023 | Jan. 31, 2023 | |||||||
Notional amount | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||
Fair value of interest rate derivatives | $ 1,380,000 | $ 413,000 | $ 1,380,000 | $ 1,380,000 | $ 413,000 | ||||
Fixed rate under interest rate swap agreement | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% |
Fair Value Measurements and I49
Fair Value Measurements and Interest Rate Derivatives - Fair Value of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Percentage of Debt Bearing Fixed Interest Rates | 77.80% | 76.20% |
Total notes payable | $ 990,402 | $ 935,944 |
Level 3 | ||
Total notes payable | $ 997,922 | $ 930,665 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other assets, net | ||
Property and equipment, net | $ 584 | $ 779 |
Goodwill | 990 | 990 |
Deferred expense on straight-lined third-party tenant leases | 3,351 | 2,876 |
Deferred income tax asset | 9,492 | 15,633 |
Interest rate derivatives | 3,394 | 1,749 |
Other receivables | 3,136 | 1,673 |
Other | 1,370 | 1,322 |
Total other assets, net | $ 22,317 | $ 9,389 |
Notes Payable (Details)
Notes Payable (Details) $ in Thousands | Dec. 31, 2017USD ($)property | Nov. 30, 2017 | Dec. 31, 2016USD ($)property | Nov. 30, 2017 | Jan. 31, 2017 | Jan. 31, 2016 | Dec. 31, 2017USD ($)property | Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($)property |
Notes payable | |||||||||
Total notes payable | $ 990,402 | $ 935,944 | $ 990,402 | $ 990,402 | $ 935,944 | ||||
Current portion of notes payable | 7,420 | 186,034 | 7,420 | 7,420 | 186,034 | ||||
Less: current portion of deferred financing fees | (1,943) | (1,105) | (1,943) | (1,943) | (1,105) | ||||
Current portion of notes payable, net | 5,477 | 184,929 | 5,477 | 5,477 | 184,929 | ||||
Notes payable, less current portion | 982,982 | 749,910 | 982,982 | 982,982 | 749,910 | ||||
Less: long-term portion of deferred financing fees | (5,700) | (3,536) | (5,700) | (5,700) | (3,536) | ||||
Carrying value of notes payable, less current portion | 977,282 | $ 746,374 | 977,282 | 977,282 | $ 746,374 | ||||
Aggregate future principal maturities and amortization of notes payable | |||||||||
2,018 | 7,420 | 7,420 | 7,420 | ||||||
2,019 | 7,957 | 7,957 | 7,957 | ||||||
2,020 | 304,137 | 304,137 | 304,137 | ||||||
2,021 | 111,247 | 111,247 | 111,247 | ||||||
2,022 | 88,446 | 88,446 | 88,446 | ||||||
Thereafter | 471,195 | 471,195 | 471,195 | ||||||
Total | $ 990,402 | $ 990,402 | $ 990,402 | ||||||
Notes payable maturing in various years | |||||||||
Notes payable | |||||||||
Number of hotels provided as collateral | property | 4 | 5 | 4 | 4 | 5 | ||||
Total notes payable | $ 345,402 | $ 528,604 | $ 345,402 | $ 345,402 | $ 528,604 | ||||
Notes payable maturing in various years | Minimum | |||||||||
Notes payable | |||||||||
Fixed interest rate (as a percent) | 4.12% | 4.12% | 4.12% | 4.12% | 4.12% | ||||
Debt maturity date | Nov. 1, 2020 | Nov. 1, 2020 | |||||||
Notes payable maturing in various years | Maximum | |||||||||
Notes payable | |||||||||
Fixed interest rate (as a percent) | 5.95% | 5.95% | 5.95% | 5.95% | 5.95% | ||||
Debt maturity date | Jan. 1, 2025 | Jan. 1, 2025 | |||||||
Hilton San Diego Bayfront mortgage payable | |||||||||
Notes payable | |||||||||
Number of hotels provided as collateral | property | 1 | 1 | 1 | 1 | 1 | ||||
Debt maturity date | Dec. 1, 2020 | Dec. 1, 2020 | |||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Interest rate added to base rate (as a percent) | 1.05% | 1.05% | |||||||
Number of extension periods available for secured debt | 3 | 3 | |||||||
Term of extension period for secured debt | 1 year | 1 year | |||||||
Total notes payable | $ 220,000 | $ 220,000 | $ 220,000 | ||||||
Hilton San Diego Bayfront previous mortgage payable | |||||||||
Notes payable | |||||||||
Debt maturity date | Aug. 8, 2019 | Aug. 8, 2019 | |||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Interest rate added to base rate (as a percent) | 2.25% | 2.25% | |||||||
Total notes payable | $ 222,340 | $ 222,340 | |||||||
$85.0 million term loan | |||||||||
Notes payable | |||||||||
Debt maturity date | Sep. 1, 2022 | Sep. 1, 2022 | |||||||
Term loan total interest rate, including effect of swap agreement | 3.391% | 3.391% | 3.391% | 3.391% | 3.391% | ||||
Total notes payable | $ 85,000 | $ 85,000 | $ 85,000 | $ 85,000 | $ 85,000 | ||||
$85.0 million term loan | Minimum | |||||||||
Notes payable | |||||||||
Interest rate added to base rate (as a percent) | 1.80% | 1.80% | |||||||
$85.0 million term loan | Maximum | |||||||||
Notes payable | |||||||||
Interest rate added to base rate (as a percent) | 2.55% | 2.55% | |||||||
$100.0 million term loan | |||||||||
Notes payable | |||||||||
Debt maturity date | Jan. 1, 2023 | Jan. 1, 2023 | |||||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | |||
Total notes payable | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||||
$100.0 million term loan | Minimum | |||||||||
Notes payable | |||||||||
Interest rate added to base rate (as a percent) | 1.80% | 1.80% | 1.80% | ||||||
$100.0 million term loan | Maximum | |||||||||
Notes payable | |||||||||
Interest rate added to base rate (as a percent) | 2.55% | 2.55% | 2.55% | ||||||
Series A Senior Notes | |||||||||
Notes payable | |||||||||
Fixed interest rate (as a percent) | 4.69% | 4.69% | 4.69% | 4.69% | |||||
Debt maturity date | Jan. 10, 2026 | Jan. 10, 2026 | |||||||
Total notes payable | $ 120,000 | $ 120,000 | $ 120,000 | ||||||
Series B Senior Notes | |||||||||
Notes payable | |||||||||
Fixed interest rate (as a percent) | 4.79% | 4.79% | 4.79% | 4.79% | |||||
Debt maturity date | Jan. 10, 2028 | Jan. 10, 2028 | |||||||
Total notes payable | $ 120,000 | $ 120,000 | $ 120,000 | ||||||
Not designated as hedging instrument | Interest Rate Cap | Hilton San Diego Bayfront mortgage payable | |||||||||
Notes payable | |||||||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Not designated as hedging instrument | Interest Rate Cap | Hilton San Diego Bayfront previous mortgage payable | |||||||||
Notes payable | |||||||||
Interest rate, description of reference rate | one-month LIBOR | ||||||||
Not designated as hedging instrument | Interest Rate Swap | $85.0 million term loan | |||||||||
Notes payable | |||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Fixed rate under interest rate swap agreement | 1.591% | 1.591% | 1.591% | 1.591% | 1.591% | ||||
Term loan total interest rate, including effect of swap agreement | 3.391% | 3.391% | 3.391% | 3.391% | 3.391% | ||||
Not designated as hedging instrument | Interest Rate Swap | $100.0 million term loan | |||||||||
Notes payable | |||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | |||||||
Fixed rate under interest rate swap agreement | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | |||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% |
Notes Payable - Transactions (D
Notes Payable - Transactions (Details) $ in Thousands | Dec. 31, 2017 | Nov. 30, 2017 | Dec. 31, 2016 | Nov. 30, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | May 31, 2016USD ($) | Feb. 29, 2016USD ($) | Jan. 31, 2016USD ($) | Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2017USD ($) | Dec. 31, 2016 | Dec. 31, 2015USD ($) |
Notes Payable Transactions | ||||||||||||||
Payment for interest rate derivative | $ 125 | $ 13 | ||||||||||||
Senior Notes | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Proceeds from senior unsecured debt | $ 240,000 | |||||||||||||
Series A Senior Notes | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Proceeds from senior unsecured debt | $ 120,000 | |||||||||||||
Fixed interest rate (as a percent) | 4.69% | 4.69% | 4.69% | 4.69% | ||||||||||
Debt maturity date | Jan. 10, 2026 | Jan. 10, 2026 | ||||||||||||
Series B Senior Notes | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Proceeds from senior unsecured debt | $ 120,000 | |||||||||||||
Fixed interest rate (as a percent) | 4.79% | 4.79% | 4.79% | 4.79% | ||||||||||
Debt maturity date | Jan. 10, 2028 | Jan. 10, 2028 | ||||||||||||
Marriott Boston Long Wharf mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Fixed interest rate (as a percent) | 5.58% | |||||||||||||
Debt maturity date | Apr. 1, 2017 | |||||||||||||
Repayment of mortgage debt | $ 176,000 | |||||||||||||
Hilton San Diego Bayfront previous mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Debt maturity date | Aug. 8, 2019 | Aug. 8, 2019 | ||||||||||||
Repayment of mortgage debt | $ 219,600 | |||||||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | ||||||||||||
Interest rate added to base rate (as a percent) | 2.25% | 2.25% | ||||||||||||
Hilton San Diego Bayfront mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Debt maturity date | Dec. 1, 2020 | Dec. 1, 2020 | ||||||||||||
Proceeds from secured notes payable | $ 220,000 | |||||||||||||
Number of extension periods available for secured debt | 3 | 3 | ||||||||||||
Term of extension period for secured debt | 1 year | 1 year | ||||||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | ||||||||||||
Interest rate added to base rate (as a percent) | 1.05% | 1.05% | ||||||||||||
Potential increase in interest rate added to base rate (as a percent) | 0.25% | |||||||||||||
$100.0 million term loan | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Debt maturity date | Jan. 1, 2023 | Jan. 1, 2023 | ||||||||||||
Interest rate, description of reference rate | one-month LIBOR | |||||||||||||
Proceeds received from unsecured term loan | $ 100,000 | |||||||||||||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | |||||||
Boston Park Plaza mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Repayment of mortgage debt | $ 114,200 | |||||||||||||
Renaissance Orlando at SeaWorld mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Repayment of mortgage debt | $ 72,600 | |||||||||||||
Embassy Suites Chicago mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Repayment of mortgage debt | $ 66,100 | |||||||||||||
Minimum | $100.0 million term loan | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Interest rate added to base rate (as a percent) | 1.80% | 1.80% | 1.80% | |||||||||||
Maximum | $100.0 million term loan | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Interest rate added to base rate (as a percent) | 2.55% | 2.55% | 2.55% | |||||||||||
Not designated as hedging instrument | Interest Rate Cap | Hilton San Diego Bayfront previous mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Maturity Date | May 1, 2017 | |||||||||||||
Interest rate, description of reference rate | one-month LIBOR | |||||||||||||
Strike rate under interest rate cap agreement | 4.25% | 4.25% | 4.25% | |||||||||||
Not designated as hedging instrument | Interest Rate Cap | Hilton San Diego Bayfront mortgage payable | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Maturity Date | Dec. 9, 2020 | Dec. 9, 2020 | ||||||||||||
Interest rate, description of reference rate | one-month LIBOR | |||||||||||||
Payment for interest rate derivative | $ 100 | |||||||||||||
Strike rate under interest rate cap agreement | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||
Not designated as hedging instrument | Interest Rate Swap | $100.0 million term loan | ||||||||||||||
Notes Payable Transactions | ||||||||||||||
Maturity Date | Jan. 31, 2023 | Jan. 31, 2023 | ||||||||||||
Interest rate, description of reference rate | one-month LIBOR | one-month LIBOR | ||||||||||||
Fixed rate under interest rate swap agreement | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | 1.853% | |||||||
Term loan total interest rate, including effect of swap agreement | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% | 3.653% |
Notes Payable - Deferred Financ
Notes Payable - Deferred Financing Fees and Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Financing Fees | |||
Payments of Financing Costs | $ 3,537 | $ 1,759 | $ 5,861 |
Accelerated amortization of deferred financing fees | 455 | ||
Loss on extinguishment of debt | 824 | 284 | 2,964 |
Interest incurred and expensed | |||
Noncash interest on derivatives and capital lease obligations, net | 3,106 | (1,426) | (309) |
Amortization of deferred financing fees | 2,409 | 2,200 | 3,148 |
Total interest incurred and expensed on debt and capital lease obligations | 51,766 | 50,283 | 66,516 |
Notes payable and capital lease obligations | |||
Interest incurred and expensed | |||
Interest expense on debt and capital lease obligations | 46,251 | 49,509 | 63,677 |
Noncash interest on derivatives and capital lease obligations, net | 3,106 | (1,426) | (309) |
Amortization of deferred financing fees | 2,409 | 2,200 | 3,148 |
Total interest incurred and expensed on debt and capital lease obligations | $ 51,766 | $ 50,283 | $ 66,516 |
Other Current Liabilities and54
Other Current Liabilities and Other Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2016 | |
Other Current Liabilities | |||
Property, sales and use taxes payable | $ 17,842 | $ 16,965 | |
Income tax payable | 160 | 211 | |
Accrued interest | 6,746 | 1,996 | |
Advance deposits | 13,454 | 14,505 | |
Management fees payable | 1,952 | 1,645 | |
Other | 4,348 | 4,547 | |
Total other current liabilities | 44,502 | 39,869 | |
Other Liabilities | |||
Deferred revenue | 5,589 | 6,045 | |
Deferred rent | 19,582 | 19,807 | |
Deferred gain on sale of asset | 7,000 | ||
Deferred income tax liability | 257 | 365 | |
Other | 3,561 | 3,798 | |
Total other liabilities | 28,989 | $ 36,650 | |
Income from discontinued operations, net of tax | 7,000 | $ 15,895 | |
Rochester Portfolio | Sold, considered a discontinued operation | |||
Other Liabilities | |||
Income from discontinued operations, net of tax | $ 7,000 | $ 15,895 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation allowance release | $ 13,600,000 | $ (15,268,000) | $ 5,435,000 | $ 6,110,000 | |
Income tax expense due to adjustments to deferred tax assets or liabilities | 4,400,000 | ||||
Income tax expense based on earnings | 1,400,000 | 1,000,000 | 700,000 | ||
Decrease in uncertain tax position | (1,500,000) | ||||
Reversal of interest accrued on uncertain tax position | (100,000) | ||||
Interest expense recognized | 42,000 | 55,000 | |||
Current: | |||||
Current Federal tax benefit (provision) | (298,000) | 1,379,000 | (655,000) | ||
Current State and Local tax benefit (provision) | (1,162,000) | (763,000) | (779,000) | ||
Current income tax benefit (provision), net | (1,460,000) | 616,000 | (1,434,000) | ||
Deferred: | |||||
Deferred Federal income tax benefit (provision) | (5,591,000) | 3,797,000 | 4,856,000 | ||
Deferred State and Local income tax benfit (provision) | (442,000) | 1,638,000 | 1,254,000 | ||
Change in deferred tax asset valuation allowance | $ (13,600,000) | 15,268,000 | (5,435,000) | (6,110,000) | |
Deferred income tax benefit (provision), net | 9,235,000 | 0 | 0 | ||
Income tax benefit (provision), net | 7,775,000 | 616,000 | (1,434,000) | ||
Effective Income Tax Rate Reconciliation, Amount | |||||
Expected federal tax expense at statutory rate | (44,930,000) | (47,621,000) | (115,960,000) | ||
Tax impact of REIT election | 41,169,000 | 44,320,000 | 113,278,000 | ||
Expected tax benefit (provision) at TRS | (3,761,000) | (3,301,000) | (2,682,000) | ||
State income tax expense, net of federal benefit | (318,000) | (1,081,000) | (483,000) | ||
Change in valuation allowance | 14,340,000 | 6,556,000 | 2,832,000 | ||
Other permanent items | (381,000) | (1,558,000) | (1,101,000) | ||
Alternative minimum tax credit | 1,421,000 | ||||
Effect of rate change | (3,526,000) | ||||
Income tax benefit (provision), net | 7,775,000 | 616,000 | (1,434,000) | ||
Deferred tax assets | |||||
Net operating loss carryover | 4,427,000 | 10,270,000 | |||
Other reserves | 1,301,000 | 1,945,000 | |||
State taxes and other | 3,232,000 | 2,716,000 | |||
Depreciation | 532,000 | 702,000 | |||
Total deferred tax assets | 9,492,000 | 15,633,000 | |||
Deferred tax liabilities | |||||
Amortization | (63,000) | (119,000) | |||
Deferred revenue | (157,000) | (192,000) | |||
Other | (37,000) | (54,000) | |||
Total deferred tax liabilities | (257,000) | (365,000) | |||
Total net deferred tax asset before valuation allowance | 9,235,000 | 15,268,000 | |||
Valuation allowance | (15,268,000) | ||||
Deferred tax assets, net | 9,235,000 | ||||
Net operating loss carryforwards for federal income tax purposes | $ 15,600,000 | $ 27,100,000 | |||
BuyEfficient, LLC | Sold, not considered a discontinued operation | |||||
Income tax expense related to gain on sale of entity | 700,000 | ||||
Rochester Portfolio | Sold, considered a discontinued operation | |||||
Income tax provision included in discontinued operations | $ 105,000 | ||||
Forecast | |||||
Corporate tax rate (as a percent) | 21.00% | ||||
Maximum | |||||
Corporate tax rate (as a percent) | 35.00% |
Income Taxes - Characterization
Income Taxes - Characterization of Distributions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Common Stock | |||
Income Taxes | |||
Ordinary income (in dollars per share) | $ 0.554 | $ 0.609 | $ 0.661 |
Capital gain (in dollars per share) | 0.176 | 0.071 | 0.749 |
Total (in dollars per share) | $ 0.730 | $ 0.680 | $ 1.410 |
Ordinary income (as a percent) | 75.95% | 89.62% | 46.86% |
Capital gain (as a percent) | 24.05% | 10.38% | 53.14% |
Total (as a percent) | 100.00% | 100.00% | 100.00% |
Series D Cumulative Redeemable Preferred Stock | |||
Income Taxes | |||
Ordinary income (in dollars per share) | $ 0.473 | $ 0.937 | |
Capital gain (in dollars per share) | 0.055 | 1.063 | |
Total (in dollars per share) | $ 0.528 | $ 2 | |
Ordinary income (as a percent) | 89.62% | 46.86% | |
Capital gain (as a percent) | 10.38% | 53.14% | |
Total (as a percent) | 100.00% | 100.00% | |
Series E Cumulative Redeemable Preferred Stock | |||
Income Taxes | |||
Ordinary income (in dollars per share) | $ 1.320 | $ 1.259 | |
Capital gain (in dollars per share) | 0.418 | 0.146 | |
Total (in dollars per share) | $ 1.738 | $ 1.405 | |
Ordinary income (as a percent) | 75.95% | 89.62% | |
Capital gain (as a percent) | 24.05% | 10.38% | |
Total (as a percent) | 100.00% | 100.00% | |
Series F Cumulative Redeemable Preferred Stock | |||
Income Taxes | |||
Ordinary income (in dollars per share) | $ 1.225 | $ 0.903 | |
Capital gain (in dollars per share) | 0.388 | 0.105 | |
Total (in dollars per share) | $ 1.613 | $ 1.008 | |
Ordinary income (as a percent) | 75.95% | 89.62% | |
Capital gain (as a percent) | 24.05% | 10.38% | |
Total (as a percent) | 100.00% | 100.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 10 Months Ended | 12 Months Ended | ||||||
May 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2017 | Feb. 28, 2014 | |
Stockholders' equity | |||||||||||
Proceeds from preferred stock offerings | $ 190,000 | ||||||||||
Payment of preferred stock offering costs | 6,640 | ||||||||||
Proceeds from issuance of common stock | $ 79,407 | 55,133 | |||||||||
Payments of stock issuance costs | 1,475 | 941 | |||||||||
Preferred stock redemption charge | 4,052 | ||||||||||
Net proceeds from sale of common stock | $ 77,932 | $ 54,192 | |||||||||
Share repurchase program | |||||||||||
Stockholders' equity | |||||||||||
Repurchase Program, maximum amount authorized for repurchase | $ 300,000 | ||||||||||
Series D Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) | 8.00% | 8.00% | |||||||||
Redemption price (in dollars per share) | $ 25 | ||||||||||
Number of shares redeemed (in shares) | 4,600,000 | ||||||||||
Preferred stock redemption charge | $ 4,100 | ||||||||||
Series E Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares of preferred stock sold (in shares) | 4,600,000 | ||||||||||
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) | 6.95% | 6.95% | 6.95% | ||||||||
Liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | |||||
Proceeds from preferred stock offerings | $ 115,000 | ||||||||||
Payment of preferred stock offering costs | $ 4,000 | ||||||||||
Redemption price (in dollars per share) | $ 25 | $ 25 | |||||||||
Series F Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares of preferred stock sold (in shares) | 3,000,000 | ||||||||||
Preferred stock, Cumulative Redeemable Preferred Stock, dividend rate (as a percent) | 6.45% | 6.45% | 6.45% | ||||||||
Liquidation preference (in dollars per share) | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | ||||||
Proceeds from preferred stock offerings | $ 75,000 | ||||||||||
Payment of preferred stock offering costs | $ 2,600 | ||||||||||
Redemption price (in dollars per share) | $ 25 | ||||||||||
Cumulative Redeemable Preferred Stock | Share repurchase program | |||||||||||
Stockholders' equity | |||||||||||
Repurchase Program, number of shares repurchased (in shares) | 0 | ||||||||||
Common Stock | Share repurchase program | |||||||||||
Stockholders' equity | |||||||||||
Repurchase Program, number of shares repurchased (in shares) | 0 | ||||||||||
Common Stock | At The Market | |||||||||||
Stockholders' equity | |||||||||||
Proceeds from issuance of common stock | $ 79,400 | $ 55,100 | |||||||||
Payments of stock issuance costs | $ 1,500 | $ 900 | |||||||||
ATM Program, number of shares sold or issued (in shares) | 4,876,855 | 3,564,047 | |||||||||
ATM Program, remaining amount authorized for issuance | $ 220,600 | ||||||||||
Common Stock | Maximum | At The Market | |||||||||||
Stockholders' equity | |||||||||||
ATM Program, maximum amount authorized for issuance | $ 300,000 | $ 150,000 | |||||||||
Preferred Stock | Series D Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares redeemed (in shares) | (4,600,000) | ||||||||||
Preferred Stock | Series E Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares of preferred stock sold (in shares) | 4,600,000 | ||||||||||
Preferred Stock | Series F Cumulative Redeemable Preferred Stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares of preferred stock sold (in shares) | 3,000,000 |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends | |||
Common stock dividends declared (in dollars per share) | $ 0.73 | $ 0.68 | $ 1.41 |
Dividends declared (in dollars per share) | 4.0800 | 3.620078 | 3.41 |
Operating Partnership Units | |||
Dividends payable with a combination of cash and stock (in dollars per share) | 1.26 | ||
Series D Cumulative Redeemable Preferred Stock | |||
Dividends | |||
Preferred stock dividends declared (in dollars per share) | 0.527778 | 2 | |
Series E Cumulative Redeemable Preferred Stock | |||
Dividends | |||
Preferred stock dividends declared (in dollars per share) | 1.7375 | 1.404450 | |
Series F Cumulative Redeemable Preferred Stock | |||
Dividends | |||
Preferred stock dividends declared (in dollars per share) | 1.6125 | 1.00785 | |
Common Stock | |||
Dividends | |||
Common stock dividends declared (in dollars per share) | $ 0.7300 | $ 0.680000 | $ 1.41 |
Long-Term Incentive Plan (Detai
Long-Term Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2017 | Jan. 31, 2015 | Apr. 30, 2008 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Long-Term Incentive Plan | ||||||
Amortization related to shares issued to design and construction employees | $ 472 | $ 591 | $ 580 | |||
Restricted Shares | ||||||
Long-Term Incentive Plan | ||||||
Number of common shares reserved for issuance under LTIP (in shares) | 12,050,000 | 12,050,000 | ||||
Number of shares available for future issuance (in shares) | 4,824,586 | 4,824,586 | ||||
Amortization Expense, including forfeitures | $ 8,042 | 7,157 | 9,695 | |||
Amortization related to shares issued to design and construction employees | $ 500 | $ 600 | $ 600 | |||
Non-vested stock grants, number of shares | ||||||
Outstanding at the beginning of the period (in shares) | 1,883,296 | 1,095,908 | 986,345 | 1,883,296 | ||
Granted (in shares) | 654,266 | 816,880 | 499,787 | |||
Vested (in shares) | (541,827) | (605,641) | (1,225,443) | |||
Forfeited (in shares) | (33,298) | (101,676) | (171,295) | |||
Outstanding at the end of the period (in shares) | 1,175,049 | 1,175,049 | 1,095,908 | 986,345 | ||
Non-vested stock grants, weighted average price | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ 11.24 | $ 13.36 | $ 14.33 | $ 11.24 | ||
Granted (in dollars per share) | 15.11 | 12.33 | 17.33 | |||
Vested (in dollars per share) | 13.78 | 13.39 | 10.75 | |||
Forfeited (in dollars per share) | 14.10 | 14.32 | 14.76 | |||
Outstanding at the end of the period (in dollars per share) | $ 14.12 | $ 14.12 | $ 13.36 | $ 14.33 | ||
Restricted Shares | Minimum | ||||||
Long-Term Incentive Plan | ||||||
Vesting period | 3 years | |||||
Restricted Shares | Maximum | ||||||
Long-Term Incentive Plan | ||||||
Vesting period | 5 years | |||||
Restricted Shares | Former Chief Executive Officer | ||||||
Long-Term Incentive Plan | ||||||
Amortization Expense, including forfeitures | $ 2,500 | |||||
Stock Options | Former Chairman | ||||||
Stock options | ||||||
Number of options granted (in shares) | 200,000 | |||||
Exercise price of outstanding options (in dollars per share) | $ 17.71 | |||||
Expiration date of outstanding options | Apr. 27, 2018 | |||||
Deferred shares, share purchase rights, or share appreciation rights issued or outstanding under the LTIP | ||||||
Non-vested stock grants, number of shares | ||||||
Outstanding at the end of the period (in shares) | 0 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Management Fees, Franchise Costs and Renovation Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Basic and incentive management fees incurred | |||
Basic management fees | $ 33,318 | $ 33,109 | $ 34,426 |
Incentive management fees | 6,301 | 6,071 | 5,020 |
Total basic and incentive management fees | 39,619 | 39,180 | 39,446 |
License and Franchise Agreements | |||
Franchise assessments | 26,902 | 26,399 | 28,193 |
Franchise royalties | 9,779 | 10,248 | 11,903 |
Total franchise costs | $ 36,681 | $ 36,647 | $ 40,096 |
Minimum | |||
Management Agreements | |||
Basic management fees (as a percent) | 1.75% | ||
Maximum | |||
Management Agreements | |||
Basic management fees (as a percent) | 3.50% | ||
Renovation and Construction Commitments | |||
Renovation and Construction Commitments | |||
Remaining construction commitments | $ 60,900 |
Commitments and Contingencies61
Commitments and Contingencies - Capital and Operating Leases (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($)property | Dec. 31, 2015USD ($)property | |
Accounting Changes and Error Corrections | |||
Noncash interest on derivatives and capital lease obligations, net | $ 3,106,000 | $ (1,426,000) | $ (309,000) |
Future minimum lease payments under capital leases | |||
Capital lease obligation, noncurrent | $ 26,804,000 | $ 15,574,000 | |
Ground, Building and Air Leases | |||
Number of hotels with ground, building and/or air leases | property | 6 | 6 | 8 |
Number of ground leases | property | 6 | 6 | 7 |
Number of building leases | property | 1 | 1 | 1 |
Number of air leases | property | 1 | 1 | 2 |
Total number of ground, building and air leases | property | 8 | 8 | 10 |
Minimum rent, including straight-line adjustments | $ 8,929,000 | $ 9,140,000 | $ 14,484,000 |
Percentage rent | 6,351,000 | 9,394,000 | 3,256,000 |
Total rent expense included in property tax, ground lease and insurance | 15,280,000 | 18,534,000 | 17,740,000 |
Lease expense on corporate facility | 200,000 | 200,000 | $ 300,000 |
Future minimum payments under the terms of ground and air operating leases, and the lease on the corporate facility | |||
2018 (annual) | 9,278,000 | ||
2019 (annual) | 10,280,000 | ||
2020 (annual) | 10,561,000 | ||
2021 (annual) | 10,605,000 | ||
2022 (annual) | 10,651,000 | ||
Thereafter | 243,144,000 | ||
Total | 294,519,000 | ||
Hotels with capital leases | |||
Assets under capital lease | |||
Capital Leased Assets, Gross | 65,404,000 | 58,799,000 | |
Capital lease assets, net | 57,196,000 | $ 52,061,000 | |
Future minimum lease payments under capital leases | |||
2018 (annual) | 2,357,000 | ||
2019 (annual) | 2,357,000 | ||
2020 (annual) | 2,357,000 | ||
2021 (annual) | 2,389,000 | ||
2022 (annual) | 2,453,000 | ||
Thereafter (annual) | 138,673,000 | ||
Total minimum lease payments | 150,586,000 | ||
Less: Amount representing interest | (123,781,000) | ||
Present value of net minimum lease payments | 26,805,000 | ||
Capital lease obligation, current | $ 1,000 | ||
Hyatt Centric Chicago Magnificent Mile | |||
Future minimum lease payments under capital leases | |||
Capital lease contingent rent criteria (as a percent) | 4.00% | 4.00% | 4.00% |
Percentage rent due | $ 100,000 | $ 100,000 | |
Hyatt Centric Chicago Magnificent Mile | Buildings and improvements | |||
Assets under capital lease | |||
Capital Leased Assets, Gross | $ 58,799,000 | 58,799,000 | |
Accumulated depreciation | (8,208,000) | $ (6,738,000) | |
Courtyard by Marriott Los Angeles | Interest Expense | |||
Accounting Changes and Error Corrections | |||
Noncash interest on derivatives and capital lease obligations, net | 4,500,000 | ||
Courtyard by Marriott Los Angeles | Land | |||
Assets under capital lease | |||
Capital Leased Assets, Gross | $ 6,605,000 |
Commitments and Contingencies62
Commitments and Contingencies - Concentration of Risk and Other (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)property | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Employment Agreements | |||
2018 Employment agreement obligations | $ 900 | ||
401(k) Savings and Hotel Retirement Plans | |||
Age required for participating in 401(k) plan | 21 years | ||
Employment period required for participating in 401(k) plan | 6 months | ||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 25 | ||
Other | |||
Term of unsecured environmental indemnities | 0 years | ||
Damage limitation of unsecured environmental indemnities | $ 0 | ||
Safe Harbor Plan | |||
401(k) Savings and Hotel Retirement Plans | |||
Percentage of eligible employee annual base earnings contributed by the company (as a percent) | 3.00% | 3.00% | 3.00% |
Contributions to retirement plans | $ 200 | $ 200 | $ 200 |
Hotel retirement plans | |||
401(k) Savings and Hotel Retirement Plans | |||
Contributions to retirement plans | $ 1,500 | $ 1,600 | $ 1,500 |
California | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 7 | ||
Hawaii | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 1 | ||
Illinois | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 3 | ||
Massachusetts | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 2 | ||
Greater Washington DC Area | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 3 | ||
Louisiana | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 2 | ||
Florida | |||
Concentration of Risk | |||
Number of hotels which are held for investment | property | 2 | ||
Collective Bargaining Agreements | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 28.30% | ||
Percentage of total rooms | California | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 31.00% | ||
Percentage of total rooms | Hawaii | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 4.00% | ||
Percentage of total rooms | Illinois | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 9.00% | ||
Percentage of total rooms | Massachusetts | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 12.00% | ||
Percentage of total rooms | Greater Washington DC Area | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 15.00% | ||
Percentage of total rooms | Louisiana | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 6.00% | ||
Percentage of total rooms | Florida | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 8.00% | ||
Percentage of total revenue generated by hotels | California | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 35.00% | ||
Percentage of total revenue generated by hotels | Hawaii | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 8.00% | ||
Percentage of total revenue generated by hotels | Illinois | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 7.00% | ||
Percentage of total revenue generated by hotels | Massachusetts | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 14.00% | ||
Percentage of total revenue generated by hotels | Greater Washington DC Area | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 14.00% | ||
Percentage of total revenue generated by hotels | Louisiana | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 5.00% | ||
Percentage of total revenue generated by hotels | Florida | |||
Concentration of Risk | |||
Concentration risk (as a percent) | 8.00% | ||
Workers' compensation insurance programs | |||
Other | |||
Outstanding irrevocable letters of credit | $ 500 | ||
Draws on letters of credit | 0 | ||
Hurricane | Houston Hotels | |||
Hurricane Loss Contingency | |||
Hurricane-related restoration expenses | 800 | ||
Hurricane | Oceans Edge Hotel & Marina | |||
Hurricane Loss Contingency | |||
Hurricane-related restoration expenses | 800 | ||
Hurricane | Renaissance Orlando at SeaWorld | |||
Hurricane Loss Contingency | |||
Hurricane-related restoration expenses | $ 100 |
Quarterly Operating Results (63
Quarterly Operating Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Operating Results (Unaudited) | |||||||||||
Revenues | $ 290,190 | $ 303,909 | $ 318,796 | $ 280,743 | $ 289,584 | $ 303,304 | $ 322,160 | $ 274,292 | $ 1,193,638 | $ 1,189,340 | $ 1,249,180 |
Operating income | 34,948 | 13,072 | 62,703 | 30,282 | 37,068 | 48,846 | 63,422 | 21,079 | 141,005 | 170,415 | 180,436 |
Net income | $ 20,680 | $ 17,082 | $ 51,415 | $ 63,827 | $ 34,298 | $ 39,427 | $ 65,736 | $ 1,216 | $ 153,004 | $ 140,677 | $ 355,519 |
Income (loss) attributable to common stockholders per share - basic and diluted (in dollars per share) | $ 0.07 | $ 0.05 | $ 0.21 | $ 0.27 | $ 0.14 | $ 0.16 | $ 0.26 | $ (0.02) | $ 0.59 | $ 0.55 | $ 1.62 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Jan. 09, 2018USD ($) |
Subsequent Event | Marriott Philadelphia and Marriott Quincy | |
Subsequent Event | |
Gross sales price of hotels | $ 139 |
Schedule III-Real Estate and 65
Schedule III-Real Estate and Accumulated Depreciation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 565,402 |
Initial costs | |
Land | 567,424 |
Bldg. and Impr | 2,410,009 |
Cost Capitalized Subsequent to Acquisition | |
Land | 37,630 |
Bldg. and Impr | 639,560 |
Gross Amount at year end | |
Land | 605,054 |
Bldg. and Impr | 3,049,569 |
Totals | 3,654,623 |
Accum. Depr. | 776,077 |
Aggregate cost of properties for federal income tax purposes | $ 4,400,000 |
Boston Park Plaza | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Boston Park Plaza | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Boston Park Plaza | Hotel properties | |
Initial costs | |
Land | $ 58,527 |
Bldg. and Impr | 170,589 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 107,773 |
Gross Amount at year end | |
Land | 58,527 |
Bldg. and Impr | 278,362 |
Totals | 336,889 |
Accum. Depr. | $ 42,064 |
Courtyard by Marriott Los Angeles | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Courtyard by Marriott Los Angeles | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Courtyard by Marriott Los Angeles | Hotel properties | |
Initial costs | |
Bldg. and Impr | $ 8,446 |
Cost Capitalized Subsequent to Acquisition | |
Land | 6,605 |
Bldg. and Impr | 13,813 |
Gross Amount at year end | |
Land | 6,605 |
Bldg. and Impr | 22,259 |
Totals | 28,864 |
Accum. Depr. | $ 11,550 |
Embassy Suites Chicago | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Embassy Suites Chicago | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Embassy Suites Chicago | Hotel properties | |
Initial costs | |
Land | $ 79 |
Bldg. and Impr | 46,886 |
Cost Capitalized Subsequent to Acquisition | |
Land | 6,348 |
Bldg. and Impr | 22,253 |
Gross Amount at year end | |
Land | 6,427 |
Bldg. and Impr | 69,139 |
Totals | 75,566 |
Accum. Depr. | $ 31,603 |
Embassy Suites La Jolla | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Embassy Suites La Jolla | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Embassy Suites La Jolla | Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 61,712 |
Initial costs | |
Land | 27,900 |
Bldg. and Impr | 70,450 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 15,527 |
Gross Amount at year end | |
Land | 27,900 |
Bldg. and Impr | 85,977 |
Totals | 113,877 |
Accum. Depr. | $ 31,786 |
Hilton Garden Inn Chicago Downtown/Magnificent Mile | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hilton Garden Inn Chicago Downtown/Magnificent Mile | Maximum | |
Gross Amount at year end | |
Depr. Life | 50 years |
Hilton Garden Inn Chicago Downtown/Magnificent Mile | Hotel properties | |
Initial costs | |
Land | $ 14,040 |
Bldg. and Impr | 66,350 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 9,246 |
Gross Amount at year end | |
Land | 14,040 |
Bldg. and Impr | 75,596 |
Totals | 89,636 |
Accum. Depr. | $ 8,999 |
Hilton New Orleans St. Charles | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hilton New Orleans St. Charles | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Hilton New Orleans St. Charles | Hotel properties | |
Initial costs | |
Land | $ 3,698 |
Bldg. and Impr | 53,578 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 8,109 |
Gross Amount at year end | |
Land | 3,698 |
Bldg. and Impr | 61,687 |
Totals | 65,385 |
Accum. Depr. | $ 6,424 |
Hilton North Houston | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hilton North Houston | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Hilton North Houston | Hotel properties | |
Initial costs | |
Land | $ 6,184 |
Bldg. and Impr | 35,628 |
Cost Capitalized Subsequent to Acquisition | |
Land | (4,348) |
Bldg. and Impr | (20,352) |
Gross Amount at year end | |
Land | 1,836 |
Bldg. and Impr | 15,276 |
Totals | 17,112 |
Accum. Depr. | $ 3,871 |
Hilton San Diego Bayfront | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hilton San Diego Bayfront | Maximum | |
Gross Amount at year end | |
Depr. Life | 57 years |
Hilton San Diego Bayfront | Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 220,000 |
Initial costs | |
Bldg. and Impr | 424,992 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 10,307 |
Gross Amount at year end | |
Bldg. and Impr | 435,299 |
Totals | 435,299 |
Accum. Depr. | $ 54,373 |
Hilton Times Square | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hilton Times Square | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Hilton Times Square | Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 81,530 |
Initial costs | |
Bldg. and Impr | 221,488 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 31,634 |
Gross Amount at year end | |
Bldg. and Impr | 253,122 |
Totals | 253,122 |
Accum. Depr. | $ 97,881 |
Hyatt Centric Chicago Magnificent Mile | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hyatt Centric Chicago Magnificent Mile | Maximum | |
Gross Amount at year end | |
Depr. Life | 40 years |
Hyatt Centric Chicago Magnificent Mile | Hotel properties | |
Initial costs | |
Bldg. and Impr | $ 91,964 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 19,121 |
Gross Amount at year end | |
Bldg. and Impr | 111,085 |
Totals | 111,085 |
Accum. Depr. | $ 21,597 |
Hyatt Regency Newport Beach | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hyatt Regency Newport Beach | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Hyatt Regency Newport Beach | Hotel properties | |
Initial costs | |
Bldg. and Impr | $ 30,549 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 31,340 |
Gross Amount at year end | |
Bldg. and Impr | 61,889 |
Totals | 61,889 |
Accum. Depr. | $ 24,494 |
Hyatt Regency San Francisco | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Hyatt Regency San Francisco | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Hyatt Regency San Francisco | Hotel properties | |
Initial costs | |
Land | $ 116,140 |
Bldg. and Impr | 131,430 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 42,388 |
Gross Amount at year end | |
Land | 116,140 |
Bldg. and Impr | 173,818 |
Totals | 289,958 |
Accum. Depr. | $ 32,058 |
JW Marriott New Orleans | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
JW Marriott New Orleans | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
JW Marriott New Orleans | Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 85,341 |
Initial costs | |
Bldg. and Impr | 73,420 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 14,450 |
Gross Amount at year end | |
Bldg. and Impr | 87,870 |
Totals | 87,870 |
Accum. Depr. | $ 16,719 |
Marriott Boston Long Wharf | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Marriott Boston Long Wharf | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Marriott Boston Long Wharf | Hotel properties | |
Initial costs | |
Land | $ 51,598 |
Bldg. and Impr | 170,238 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 40,323 |
Gross Amount at year end | |
Land | 51,598 |
Bldg. and Impr | 210,561 |
Totals | 262,159 |
Accum. Depr. | $ 75,400 |
Marriott Houston | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Marriott Houston | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Marriott Houston | Hotel properties | |
Initial costs | |
Land | $ 4,167 |
Bldg. and Impr | 19,155 |
Cost Capitalized Subsequent to Acquisition | |
Land | (1,441) |
Bldg. and Impr | 2,014 |
Gross Amount at year end | |
Land | 2,726 |
Bldg. and Impr | 21,169 |
Totals | 23,895 |
Accum. Depr. | $ 7,397 |
Marriott Portland | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Marriott Portland | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Marriott Portland | Hotel properties | |
Initial costs | |
Land | $ 5,341 |
Bldg. and Impr | 20,705 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 7,606 |
Gross Amount at year end | |
Land | 5,341 |
Bldg. and Impr | 28,311 |
Totals | 33,652 |
Accum. Depr. | $ 14,424 |
Marriott Tysons Corner | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Marriott Tysons Corner | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Marriott Tysons Corner | Hotel properties | |
Initial costs | |
Land | $ 3,897 |
Bldg. and Impr | 43,528 |
Cost Capitalized Subsequent to Acquisition | |
Land | (250) |
Bldg. and Impr | 17,001 |
Gross Amount at year end | |
Land | 3,647 |
Bldg. and Impr | 60,529 |
Totals | 64,176 |
Accum. Depr. | $ 28,666 |
Wailea Beach Resort | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Wailea Beach Resort | Maximum | |
Gross Amount at year end | |
Depr. Life | 40 years |
Wailea Beach Resort | Hotel properties | |
Initial costs | |
Land | $ 119,707 |
Bldg. and Impr | 194,137 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 96,594 |
Gross Amount at year end | |
Land | 119,707 |
Bldg. and Impr | 290,731 |
Totals | 410,438 |
Accum. Depr. | $ 25,088 |
Oceans Edge Hotel & Marina | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Oceans Edge Hotel & Marina | Maximum | |
Gross Amount at year end | |
Depr. Life | 40 years |
Oceans Edge Hotel & Marina | Hotel properties | |
Initial costs | |
Land | $ 92,510 |
Bldg. and Impr | 74,361 |
Gross Amount at year end | |
Land | 92,510 |
Bldg. and Impr | 74,361 |
Totals | 166,871 |
Accum. Depr. | $ 1,043 |
Renaissance Harborplace | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Harborplace | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Harborplace | Hotel properties | |
Initial costs | |
Land | $ 25,085 |
Bldg. and Impr | 102,707 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 25,955 |
Gross Amount at year end | |
Land | 25,085 |
Bldg. and Impr | 128,662 |
Totals | 153,747 |
Accum. Depr. | $ 51,561 |
Renaissance Los Angeles Airport | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Los Angeles Airport | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Los Angeles Airport | Hotel properties | |
Initial costs | |
Land | $ 7,800 |
Bldg. and Impr | 52,506 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 12,955 |
Gross Amount at year end | |
Land | 7,800 |
Bldg. and Impr | 65,461 |
Totals | 73,261 |
Accum. Depr. | $ 22,174 |
Renaissance Long Beach | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Long Beach | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Long Beach | Hotel properties | |
Initial costs | |
Land | $ 10,437 |
Bldg. and Impr | 37,300 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 22,514 |
Gross Amount at year end | |
Land | 10,437 |
Bldg. and Impr | 59,814 |
Totals | 70,251 |
Accum. Depr. | $ 21,962 |
Renaissance Orlando at SeaWorld | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Orlando at SeaWorld | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Orlando at SeaWorld | Hotel properties | |
Initial costs | |
Bldg. and Impr | $ 119,733 |
Cost Capitalized Subsequent to Acquisition | |
Land | 30,716 |
Bldg. and Impr | 41,419 |
Gross Amount at year end | |
Land | 30,716 |
Bldg. and Impr | 161,152 |
Totals | 191,868 |
Accum. Depr. | $ 63,515 |
Renaissance Washington DC | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Washington DC | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Washington DC | Hotel properties | |
Real Estate and Accumulated Depreciation | |
Encmbr | $ 116,819 |
Initial costs | |
Land | 14,563 |
Bldg. and Impr | 132,800 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 45,928 |
Gross Amount at year end | |
Land | 14,563 |
Bldg. and Impr | 178,728 |
Totals | 193,291 |
Accum. Depr. | $ 70,722 |
Renaissance Westchester | Minimum | |
Gross Amount at year end | |
Depr. Life | 5 years |
Renaissance Westchester | Maximum | |
Gross Amount at year end | |
Depr. Life | 35 years |
Renaissance Westchester | Hotel properties | |
Initial costs | |
Land | $ 5,751 |
Bldg. and Impr | 17,069 |
Cost Capitalized Subsequent to Acquisition | |
Bldg. and Impr | 21,642 |
Gross Amount at year end | |
Land | 5,751 |
Bldg. and Impr | 38,711 |
Totals | 44,462 |
Accum. Depr. | 10,706 |
Senior corporate credit facility | |
Gross Amount at year end | |
Outstanding indebtedness under credit facility | $ 0 |
Schedule III-Reconciliation of
Schedule III-Reconciliation of Carrying Amounts and Accumulated Depreciation (Details) - Hotel properties - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of land and buildings and improvements | |||
Balance at the beginning of the year | $ 3,667,466 | $ 3,652,222 | $ 3,807,607 |
Acquisitions | 166,871 | ||
Improvements | 91,067 | 159,786 | 86,615 |
Impairment loss | (67,345) | ||
Changes in reporting presentation | (53,047) | (112,023) | |
Dispositions | (150,389) | (32,519) | (242,000) |
Balance at the end of the year | 3,654,623 | 3,667,466 | 3,652,222 |
Reconciliation of accumulated depreciation | |||
Balance at the beginning of the year | 803,913 | 707,737 | 625,020 |
Depreciation | 112,176 | 107,409 | 107,700 |
Changes in reporting presentation | (87,427) | ||
Retirement | (52,585) | (11,233) | (24,983) |
Balance at the end of the year | $ 776,077 | $ 803,913 | $ 707,737 |