Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-32514 | |
Entity Registrant Name | DIAMONDROCK HOSPITALITY CO | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 20-1180098 | |
Entity Address, Address Line One | 2 Bethesda Metro Center, Suite 1400, | |
Entity Address, City or Town | Bethesda, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 240 | |
Local Phone Number | 744-1150 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 209,374,830 | |
Entity Central Index Key | 0001298946 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | DRH | |
Security Exchange Name | NYSE | |
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | |
Trading Symbol | DRH Pr A | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Property and equipment, net | $ 2,674,380 | $ 2,651,444 |
Right-of-use assets | 99,332 | 100,212 |
Restricted cash | 45,989 | 36,887 |
Due from hotel managers | 182,845 | 120,671 |
Prepaid and other assets | 69,792 | 17,472 |
Cash and cash equivalents | 313,871 | 38,620 |
Total assets | 3,386,209 | 2,965,306 |
Liabilities: | ||
Mortgage and other debt, net of unamortized debt issuance costs | 567,369 | 578,651 |
Unsecured term loans, net of unamortized debt issuance costs | 799,071 | 398,572 |
Senior unsecured credit facility | 0 | 90,000 |
Total debt | 1,366,440 | 1,067,223 |
Lease liabilities | 110,287 | 108,605 |
Deferred rent | 64,132 | 60,800 |
Due to hotel managers | 123,837 | 85,493 |
Unfavorable contract liabilities, net | 61,484 | 62,780 |
Accounts payable and accrued expenses | 41,190 | 51,238 |
Unpaid dividends and distributions declared | 6,489 | 0 |
Deferred income related to key money, net | 8,888 | 8,203 |
Total liabilities | 1,782,747 | 1,444,342 |
Equity: | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized: 8.250% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), 4,760,000 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 48 | 48 |
Common stock, $0.01 par value; 400,000,000 shares authorized; 210,944,517 and 210,746,895 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 2,109 | 2,107 |
Additional paid-in capital | 2,298,866 | 2,293,990 |
Distributions in excess of earnings | (703,747) | (780,931) |
Total stockholders’ equity | 1,597,276 | 1,515,214 |
Noncontrolling interests | 6,186 | 5,750 |
Total equity | 1,603,462 | 1,520,964 |
Total liabilities and equity | $ 3,386,209 | $ 2,965,306 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, dividend rate (as a percent) | 8.25% | 8.25% |
Liquidation preference per share (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares issued (in shares) | 4,760,000 | 4,760,000 |
Preferred stock, shares outstanding (in shares) | 4,760,000 | 4,760,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 210,944,517 | 210,746,895 |
Common stock, shares outstanding (in shares) | 210,944,517 | 210,746,895 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 268,208 | $ 179,472 | $ 746,448 | $ 377,200 |
Operating Expenses: | ||||
Depreciation and amortization | 27,053 | 25,555 | 81,097 | 77,209 |
Impairment losses | 0 | 0 | 2,843 | 126,697 |
Corporate expenses | 7,516 | 8,341 | 22,275 | 23,790 |
Business interruption insurance income | 0 | 0 | (499) | 0 |
Total operating expenses, net | 220,419 | 168,809 | 620,575 | 539,438 |
Interest and other expense (income), net | 152 | 11 | 1,044 | (460) |
Interest expense | 9,072 | 10,052 | 22,866 | 29,246 |
Loss on early extinguishment of debt | 9,698 | 0 | 9,698 | 0 |
Total other expenses, net | 18,922 | 10,063 | 33,608 | 28,786 |
Income (loss) before income taxes | 28,867 | 600 | 92,265 | (191,024) |
Income tax expense | (312) | (2,371) | (949) | (1,433) |
Net income (loss) | 28,555 | (1,771) | 91,316 | (192,457) |
Less: Net (income) loss attributable to noncontrolling interests | (99) | 6 | (315) | 812 |
Net income (loss) attributable to the Company | 28,456 | (1,765) | 91,001 | (191,645) |
Distributions to preferred stockholders | (2,454) | (2,454) | (7,362) | (7,362) |
Net income (loss) attributable to common stockholders | $ 26,002 | $ (4,219) | $ 83,639 | $ (199,007) |
Earnings (loss) per share: | ||||
Earnings (loss) per share available to common stockholders—basic (in dollars per share) | $ 0.12 | $ (0.02) | $ 0.39 | $ (0.94) |
Earnings (loss) per share available to common stockholders—diluted (in dollars per share) | $ 0.12 | $ (0.02) | $ 0.39 | $ (0.94) |
Rooms | ||||
Revenues: | ||||
Total revenues | $ 184,994 | $ 128,743 | $ 510,189 | $ 266,051 |
Operating Expenses: | ||||
Operating expenses | 43,899 | 32,442 | 120,374 | 67,736 |
Food and beverage | ||||
Revenues: | ||||
Total revenues | 61,940 | 36,513 | 176,294 | 76,052 |
Operating Expenses: | ||||
Operating expenses | 43,227 | 26,957 | 119,919 | 58,091 |
Other | ||||
Revenues: | ||||
Total revenues | 21,274 | 14,216 | 59,965 | 35,097 |
Operating Expenses: | ||||
Operating expenses | 83,318 | 66,399 | 234,325 | 167,208 |
Management fees | ||||
Operating Expenses: | ||||
Operating expenses | 6,697 | 3,104 | 17,029 | 6,514 |
Franchise fees | ||||
Operating Expenses: | ||||
Operating expenses | $ 8,709 | $ 6,011 | $ 23,212 | $ 12,193 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 4,760,000 | 210,073,514 | |||||
Beginning Balance at Dec. 31, 2020 | $ 1,718,925 | $ 1,711,109 | $ 48 | $ 2,101 | $ 2,285,491 | $ (576,531) | $ 7,816 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Share-based compensation (in shares) | 170,251 | ||||||
Share-based compensation | 301 | 20 | $ 2 | 18 | 281 | ||
Net income | (171,567) | (170,847) | (170,847) | (720) | |||
Ending balance (in shares) at Mar. 31, 2021 | 4,760,000 | 210,243,765 | |||||
Ending Balance at Mar. 31, 2021 | 1,545,205 | 1,537,828 | $ 48 | $ 2,103 | 2,285,509 | (749,832) | 7,377 |
Beginning balance (in shares) at Dec. 31, 2020 | 4,760,000 | 210,073,514 | |||||
Beginning Balance at Dec. 31, 2020 | 1,718,925 | 1,711,109 | $ 48 | $ 2,101 | 2,285,491 | (576,531) | 7,816 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | (192,457) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 4,760,000 | 210,619,840 | |||||
Ending Balance at Sep. 30, 2021 | 1,524,274 | 1,518,797 | $ 48 | $ 2,106 | 2,292,180 | (775,537) | 5,477 |
Beginning balance (in shares) at Mar. 31, 2021 | 4,760,000 | 210,243,765 | |||||
Beginning Balance at Mar. 31, 2021 | 1,545,205 | 1,537,828 | $ 48 | $ 2,103 | 2,285,509 | (749,832) | 7,377 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Share-based compensation (in shares) | 52,085 | ||||||
Share-based compensation | 2,783 | 2,503 | 2,502 | 1 | 280 | ||
Redemption of Operating Partnership units (in shares) | 8,000 | ||||||
Redemption of Operating Partnership Units | 0 | 59 | 59 | (59) | |||
Net income | (19,119) | (19,033) | (19,033) | (86) | |||
Ending balance (in shares) at Jun. 30, 2021 | 4,760,000 | 210,303,850 | |||||
Ending Balance at Jun. 30, 2021 | 1,526,415 | 1,518,903 | $ 48 | $ 2,103 | 2,288,070 | (771,318) | 7,512 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Share-based compensation | 2,084 | 1,802 | 1,802 | 282 | |||
Redemption of Operating Partnership units (in shares) | 315,990 | ||||||
Redemption of Operating Partnership Units | 0 | 2,311 | $ 3 | 2,308 | (2,311) | ||
Net income | (1,771) | (1,765) | (1,765) | (6) | |||
Ending balance (in shares) at Sep. 30, 2021 | 4,760,000 | 210,619,840 | |||||
Ending Balance at Sep. 30, 2021 | 1,524,274 | 1,518,797 | $ 48 | $ 2,106 | 2,292,180 | (775,537) | 5,477 |
Beginning balance (in shares) at Dec. 31, 2021 | 4,760,000 | 210,746,895 | |||||
Beginning Balance at Dec. 31, 2021 | 1,520,964 | 1,515,214 | $ 48 | $ 2,107 | 2,293,990 | (780,931) | 5,750 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Share-based compensation (in shares) | 114,210 | ||||||
Share-based compensation | 350 | 141 | $ 2 | 139 | 209 | ||
Net income | 10,060 | 10,028 | 10,028 | 32 | |||
Ending balance (in shares) at Mar. 31, 2022 | 4,760,000 | 210,861,105 | |||||
Ending Balance at Mar. 31, 2022 | 1,528,920 | 1,522,929 | $ 48 | $ 2,109 | 2,294,129 | (773,357) | 5,991 |
Beginning balance (in shares) at Dec. 31, 2021 | 4,760,000 | 210,746,895 | |||||
Beginning Balance at Dec. 31, 2021 | 1,520,964 | 1,515,214 | $ 48 | $ 2,107 | 2,293,990 | (780,931) | 5,750 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 91,316 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 4,760,000 | 210,944,517 | |||||
Ending Balance at Sep. 30, 2022 | 1,603,462 | 1,597,276 | $ 48 | $ 2,109 | 2,298,866 | (703,747) | 6,186 |
Beginning balance (in shares) at Mar. 31, 2022 | 4,760,000 | 210,861,105 | |||||
Beginning Balance at Mar. 31, 2022 | 1,528,920 | 1,522,929 | $ 48 | $ 2,109 | 2,294,129 | (773,357) | 5,991 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Share-based compensation (in shares) | 54,910 | ||||||
Share-based compensation | 2,749 | 2,684 | 2,684 | 65 | |||
Redemption of Operating Partnership units (in shares) | 7,000 | ||||||
Redemption of Operating Partnership Units | 0 | 51 | 51 | (51) | |||
Net income | 52,701 | 52,517 | 52,517 | 184 | |||
Ending balance (in shares) at Jun. 30, 2022 | 4,760,000 | 210,923,015 | |||||
Ending Balance at Jun. 30, 2022 | 1,581,916 | 1,575,727 | $ 48 | $ 2,109 | 2,296,864 | (723,294) | 6,189 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | ||||
Distributions on common stock | (6,480) | (6,455) | (6,455) | (25) | |||
Share-based compensation | 1,925 | 1,839 | 1,839 | 86 | |||
Redemption of Operating Partnership units (in shares) | 21,502 | ||||||
Redemption of Operating Partnership Units | 0 | 163 | 163 | (163) | |||
Net income | 28,555 | 28,456 | 28,456 | 99 | |||
Ending balance (in shares) at Sep. 30, 2022 | 4,760,000 | 210,944,517 | |||||
Ending Balance at Sep. 30, 2022 | $ 1,603,462 | $ 1,597,276 | $ 48 | $ 2,109 | $ 2,298,866 | $ (703,747) | $ 6,186 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, dividend declared (in dollars per share) | $ 0.03 | |||||
Distributions per preferred share (in dollars per share) | $ 515.6000 | $ 0.5156 | $ 0.5156 | $ 0.5156 | $ 0.5156 | $ 0.5156 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||||
Net income (loss) | $ 28,555 | $ 10,060 | $ (1,771) | $ (171,567) | $ 91,316 | $ (192,457) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 27,053 | 25,555 | 81,097 | 77,209 | |||
Corporate asset depreciation as corporate expenses | 167 | 169 | |||||
Loss on early extinguishment of debt | 9,698 | 0 | 9,698 | 0 | |||
Non-cash lease expense and other amortization | 4,675 | 5,007 | |||||
Non-cash interest rate swap fair value adjustment | (14,002) | 4,488 | |||||
Amortization of debt issuance costs | 1,963 | 1,902 | |||||
Impairment losses | 2,843 | 126,697 | |||||
Amortization of deferred income related to key money | (315) | (255) | |||||
Share-based compensation | 5,852 | 6,652 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | (7,505) | 3,461 | |||||
Due to/from hotel managers | (24,585) | (49,952) | |||||
Accounts payable and accrued expenses | 6,821 | (5,258) | |||||
Net cash provided by (used in) operating activities | 158,025 | (22,337) | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (44,588) | (32,749) | |||||
Extension of the Salt Lake City Marriott Downtown ground lease | 0 | (2,781) | |||||
Property acquisitions | (106,184) | (116,490) | |||||
Net proceeds from sale of hotel properties | 0 | 213,817 | |||||
Receipt of deferred key money | 1,000 | 0 | |||||
Net cash (used in) provided by investing activities | (149,772) | 61,797 | |||||
Cash flows from financing activities: | |||||||
Scheduled mortgage debt principal payments | (11,854) | (11,361) | |||||
Proceeds from senior unsecured term loan | 800,000 | 0 | |||||
Repayments of senior unsecured term loans | (400,000) | 0 | |||||
Draws on senior unsecured credit facility | 110,000 | 115,500 | |||||
Repayments of senior unsecured credit facility | (200,000) | (170,500) | |||||
Payment of financing costs | (13,846) | (1,150) | |||||
Distributions on common stock and units | (10) | (119) | |||||
Distributions on preferred stock | (7,362) | (7,362) | |||||
Shares redeemed to satisfy tax withholdings on vested share-based compensation | (828) | (1,482) | |||||
Net cash provided by (used in) financing activities | 276,100 | (76,474) | |||||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 284,353 | (37,014) | |||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 75,507 | $ 134,846 | 75,507 | 134,846 | $ 134,846 | ||
Cash, cash equivalents, and restricted cash at end of period | 359,860 | 97,832 | 359,860 | 97,832 | 75,507 | ||
Supplemental Disclosure of Cash Flow Information: | |||||||
Cash paid for interest | 34,214 | 32,214 | |||||
Cash paid for income taxes, net | 4,599 | 1,169 | |||||
Non-cash investing and financing activities: | |||||||
Unpaid dividends and distributions declared | 6,489 | 19 | 6,489 | 19 | 0 | ||
Accrued capital expenditures | 4,294 | 2,075 | 7,300 | ||||
Transfer of land interest in consideration for extension of ground lease (see Note 4) | 0 | 855 | |||||
Redemption of Operating Partnership units for common stock | 214 | 2,370 | |||||
Cash and cash equivalents | 313,871 | 313,871 | 38,620 | ||||
Restricted cash | 45,989 | 45,989 | 36,887 | ||||
Total cash, cash equivalents and restricted cash | $ 359,860 | $ 97,832 | $ 359,860 | $ 97,832 | $ 75,507 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization DiamondRock Hospitality Company (the “Company” or “we”) is a lodging-focused real estate company that owns a portfolio of premium hotels and resorts. Our hotels are concentrated in major urban markets and in destination resort locations, and the majority of our hotels are operated under a brand owned by one of the leading global lodging brand companies (Marriott International, Inc., Hilton Worldwide, or IHG Hotels & Resorts). We are an owner, as opposed to an operator, of the hotels in our portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after we pay fees to the hotel managers and hotel brands, which are based on the revenues and profitability of the hotels. As of September 30, 2022, we owned 34 hotels with 9,567 guest rooms, located in the following markets: Atlanta, Georgia; Boston, Massachusetts (2); Burlington, Vermont; Charleston, South Carolina; Chicago, Illinois (2); Denver, Colorado (2); Destin, Florida (2); Fort Lauderdale, Florida (2); Fort Worth, Texas; Huntington Beach, California; Key West, Florida (2); Marathon, Florida; New Orleans, Louisiana; New York, New York (3); Phoenix, Arizona; Salt Lake City, Utah; San Diego, California; San Francisco, California (2); Sedona, Arizona (2); Sonoma, California; South Lake Tahoe, California; Washington, D.C. (2); and Vail, Colorado. During the nine months ended September 30, 2022, we acquired the Tranquility Bay Beachfront Resort located in Marathon, Florida and Kimpton Fort Lauderdale Beach Resort located in Fort Lauderdale, Florida. See Note 9 for further discussion of these acquisitions. We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole general partner of our operating partnership and owns 99.7% of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2022. The remaining 0.3% of the common OP units are held by third parties and executive officers of the Company. See Note 5 for additional disclosures related to common OP units. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation Our financial statements include all of the accounts of the Company and its subsidiaries in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. If the Company determines that it has an interest in a variable interest entity within the meaning of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation , the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating partnership. In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments necessary to present fairly our financial position, the results of our operations, the statements of equity, and cash flows. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed on February 22, 2022. Change in Presentation We have made certain financial statement line item reclassifications from prior year in order to conform to current year presentation. The changes in presentation are not material to the financial statements. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The state of the overall economy can significantly impact hotel operational performance and thus, impact our financial position. Currently, some of the most significant risks and uncertainties relate to future developments in the COVID-19 pandemic and the impact of rising inflation and increasing interest rates on the overall economy. Should any of our hotels experience a significant decline in operational performance, it may affect our ability to make distributions to our stockholders and service debt or meet other financial obligations. Fair Value Measurements In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the observability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: • Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable • Level 3 - Model-derived valuations with unobservable inputs Property and Equipment Investment purchases of hotel properties, land, land improvements, building and furniture, fixtures and equipment and identifiable intangible assets that are not businesses are accounted for as asset acquisitions and recorded at relative fair value based upon total accumulated cost of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties, current or projected losses from operations, and an expectation that the property is more likely than not to be sold significantly before the end of its useful life. If present, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying amount. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. We will classify a hotel as held for sale in the period that we have made the decision to dispose of the hotel, a binding agreement to purchase the property has been signed under which the buyer has committed a significant amount of nonrefundable cash and no significant financing or other contingencies exist which could cause the transaction to not be completed in a timely manner. If these criteria are met, we will record an impairment loss if the fair value less costs to sell is lower than the carrying amount of the hotel and related assets and will cease recording depreciation expense. We will classify the assets and related liabilities as held for sale on the balance sheet. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition Revenues from hotel operations are recognized when the goods or services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and resort fees. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the customer. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the customer, such as for restaurant dining services or banquet services. Other revenues are recognized at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and we assess whether we are the principal or agent in these arrangements. If we are the agent, revenue is recognized based upon the commission earned from the third party. If we are the principal, we recognize revenue based upon the gross sales price. Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when a customer with a noncancelable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation. Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings during the period in which the new rate is enacted. 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. As of September 30, 2022 and December 31, 2021, we had a valuation allowance of $11.7 million and $14.9 million, respectively, on our deferred tax assets. We have elected to be treated as a real estate investment trust, or REIT, under the provisions of the Internal Revenue Code of 1986, as amended, which requires that we distribute at least 90% of our taxable income annually to our stockholders and comply with certain other requirements. In addition to paying federal and state taxes on any retained income, we may be subject to taxes on “built-in gains” on sales of certain assets. Our taxable REIT subsidiaries will generally be subject to federal, state, local and/or foreign income taxes. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel properties to wholly owned taxable REIT subsidiaries. We may recognize a tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. If a tax position does not meet the more-likely-than-not recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the consolidated statements of operations. We recognize interest and penalties, as applicable, related to unrecognized tax benefits as a component of income tax expense. We recognize unrecognized tax benefits in the period that the uncertainty is eliminated by either affirmative agreement of the uncertain tax position by the applicable taxing authority, or by expiration of the applicable statute of limitation. We had no accruals for tax uncertainties as of September 30, 2022 and December 31, 2021. Intangible Assets and Liabilities Intangible assets and liabilities recorded may include management or franchise agreement intangibles and in-place lease intangibles assumed as part of the acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the purchase of a hotel to determine if an intangible asset or liability exists. Intangible assets or liabilities are recorded at the acquisition date and amortized using the straight-line method over the expected useful life. We do not amortize intangible assets with indefinite useful lives, but we review these assets for impairment annually or at interim periods if events or circumstances indicate that the asset may be impaired. In connection with our acquisition of Tranquility Bay Beachfront Resort, we recognized a $45.2 million intangible asset related to the assumption of rental management agreements with third-party unit owners. See Note 9 for more information. Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as stock grants. No adjustment is made for shares that are anti-dilutive during a period. Share-based Compensation We account for share-based employee compensation using the fair value based method of accounting. We record the cost of awards with service or market conditions based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Comprehensive Income We do not have any comprehensive income other than net income. If we have any comprehensive income in future periods, such that a statement of comprehensive income would be necessary, such statement will be reported as one statement with the consolidated statement of operations. Derivative Instruments In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments, including interest rate swaps and caps, to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. We have not elected hedge accounting treatment for the changes in the fair value of derivatives. Changes in the fair value of derivatives are recorded each period and are included in interest expense in the consolidated statements of operations. Noncontrolling Interests The noncontrolling interest is the portion of equity in our consolidated operating partnership not attributable, directly or indirectly, to the Company. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. The noncontrolling interests are classified as permanent equity as we have the right to choose to settle each holder's redemption of the interest in either cash or delivery of shares of our common stock. See Note 5 for additional details. On the consolidated statements of operations, revenues, expenses and net income or loss from our less-than-wholly-owned operating partnership are reported within 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. Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity. Restricted Cash Restricted cash primarily consists of cash held in reserve for replacement of furniture and fixtures generally held by our hotel managers and cash held in escrow pursuant to lender requirements. Debt Issuance Costs Financing costs are recorded at cost as a component of the debt carrying amount and consist of loan fees and other costs incurred in connection with the issuance of debt. Amortization of debt issuance costs is computed using a method that approximates the effective interest method over the remaining life of the debt and is included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs related to our Revolving Credit Facility (defined in Note 8) are included within prepaid and other assets on the accompanying consolidated balance sheets. These debt issuance costs are amortized ratably over the term of the Revolving Credit Facility, regardless of whether there are any outstanding borrowings, and the amortization is included in interest expense in the accompanying consolidated statements of operations. Due to/from Hotel Managers The due from hotel managers consists of hotel level accounts receivable, periodic hotel operating distributions receivable from managers and prepaid and other assets held by the hotel managers on our behalf. The due to hotel managers represents liabilities incurred by the hotel on behalf of us in conjunction with the operation of our hotels which are legal obligations of the Company. Key Money Key money received in conjunction with entering into hotel management or franchise agreements or completing specific capital projects is deferred and amortized over the term of the hotel management agreement, the term of the franchise agreement, or other systematic and rational period, if appropriate. Key money is classified as deferred income in the accompanying consolidated balance sheets and amortized as an offset to management fees or franchise fees. Leases We determine if an arrangement is a lease or contains an embedded lease at inception. For agreements with both lease and nonlease components (e.g., common-area maintenance costs), we do not separate the nonlease components from the lease components, but account for these components as one. We determine the lease classification (operating or finance) at lease inception. Right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The discount rate used to determine the present value of the lease payments is our incremental borrowing rate as of the lease commencement date, as the implicit rate is not readily determinable. The right-of-use assets also include any initial direct costs and any lease payments made at or before the commencement date, and is reduced for any unrestricted incentives received at or before the commencement date. Options to extend or terminate the lease are included in the recognition of our right-of-use assets and lease liabilities when it is reasonably certain that we will exercise the option. Variable payments that are based on an index or a rate are included in the recognition of our right-of-use assets and lease liabilities using the index or rate at lease commencement; however, changes to these lease payments due to rate or index updates are recorded as rent expense in the period incurred. Contingent rentals based on a percentage of sales in excess of stipulated amounts are not included in the measurement of the lease liability and right-of-use asset but will be recognized as variable lease expense when they are incurred. Leases that contain provisions that increase the fixed minimum lease payments based on previously incurred variable lease payments related to performance will be remeasured, as these payments now represent an increase in the fixed minimum payments for the remainder of the lease term. However, leases with provisions that increase minimum lease payments based on changes in a reference index or rate (e.g. Consumer Price Index) will not be remeasured as such changes do not constitute a resolution of a contingency. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of our cash and cash equivalents. We maintain cash and cash equivalents with various financial institutions. We perform periodic evaluations of the relative credit standing of these financial institutions and limit the amount of credit exposure with any one institution. Segment Reporting Each one of our hotels is an operating segment. We evaluate each of our properties on an individual basis to assess performance, the level of capital expenditures, and acquisition or disposition transactions. Our evaluation of individual properties is not focused on property type (e.g. urban, suburban, or resort), brand, geographic location, or industry classification. We aggregate our operating segments using the criteria established by U.S. GAAP, including the similarities of our product offering, types of customers and method of providing service. All of our properties react similarly to economic stimulus, such as business investment, changes in Gross Domestic Product, and changes in travel patterns. As such, all our operating segments meet the aggregation criteria, resulting in a single reportable segment represented by our consolidated financial results. Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications to ease reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. ASU 2020-04 permits a contract with a modified reference rate to be accounted for as a continuation of the existing contract. We have not entered into any contract modifications yet as it directly relates to reference rate reform, but we anticipate undertaking such modifications in the future related to our interest rate swaps indexed to LIBOR. The adoption of ASU 2020-04 is not expected to have a material impact on our consolidated financial statements. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, 2022 December 31, 2021 Land $ 552,772 $ 546,800 Land improvements 7,994 7,994 Buildings and site improvements 2,742,612 2,667,024 Furniture, fixtures and equipment 512,966 501,505 Construction in progress 24,851 14,485 3,841,195 3,737,808 Less: accumulated depreciation (1,166,815) (1,086,364) $ 2,674,380 $ 2,651,444 As of September 30, 2022 and December 31, 2021, we had accrued capital expenditures of $4.3 million and $7.3 million, respectively. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We are subject to operating leases, the most significant of which are ground leases. We are the lessee to ground leases under eight of our hotels and two parking garages as of September 30, 2022. The lease liabilities for our operating leases assume the exercise of all available extension options, as we believe they are reasonably certain to be exercised. As of September 30, 2022, our operating leases have a weighted-average remaining lease term of 65 years and a weighted-average discount rate of 5.77%. The components of operating lease expense, which is included in other hotel expenses in our consolidated statements of operations, and cash paid for amounts included in the measurement of lease liabilities, are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 2,797 $ 2,781 $ 8,370 $ 8,315 Variable lease payments $ 447 $ 251 $ 1,210 $ 416 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,011 $ 884 $ 2,990 $ 2,628 Maturities of lease liabilities as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 999 2023 4,033 2024 4,012 2025 4,072 2026 4,640 Thereafter 759,838 Total lease payments 777,594 Less imputed interest (667,307) Total lease liabilities $ 110,287 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | Equity Common Shares We are authorized to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors. In August 2021, we implemented an “at-the-market” equity offering program (the “ATM Program”), pursuant to which we may issue and sell shares of our common stock from time to time, having an aggregate offering price of up to $200.0 million. We have not sold any shares under the ATM Program. On September 29, 2022, our board of directors approved a share repurchase program authorizing us to repurchase up to $200.0 million of our common stock through February 28, 2025. The timing and actual number of shares repurchased will depend on a variety of factors, including price and general business and market conditions. Under the share repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements. The share repurchase program does not obligate us to acquire any particular amount of shares, and the share repurchase program may be suspended or discontinued at any time at our discretion. Subsequent to September 30, 2022, we repurchased 1.6 million shares of common stock at an average price of $7.81 per share for a total purchase price of $12.3 million. As of November 4, 2022, we have $187.7 million of authorized capacity remaining under our share repurchase program. Preferred Shares We are authorized to issue up to 10 million shares of preferred stock, $0.01 par value per share. Our board of directors is required to set for each class or series of preferred stock the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, and terms or conditions of redemption. As of September 30, 2022 and December 31, 2021, there were 4,760,000 shares of Series A Preferred Stock issued and outstanding with a liquidation preference each of $25.00 per share. On or after August 31, 2025, the Series A 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. Operating Partnership Units In connection with our acquisition of Cavallo Point in December 2018, we issued 796,684 common OP units to third parties, otherwise unaffiliated with the Company, at $11.76 per unit. Each common OP unit is redeemable at the option of the holder. Holders of common OP units have certain redemption rights, which enable them to cause our operating partnership to redeem their units in exchange for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. Long-Term Incentive Partnership units (“LTIP units”), which are also referred to as profits interest units, may be issued to eligible participants under the 2016 Plan (as defined in Note 6 below) for the performance of services to or for the benefit of our operating partnership. LTIP units are a class of partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit distributions as the outstanding common OP units, which equal per-share dividends on shares of our common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation of operating income (loss), and do not have full parity with common OP units with respect to liquidating distributions. If such parity is reached, vested LTIP units are converted into an equal number of common OP units, and thereafter will possess all of the rights and interests of common OP units, including the right to exchange the common OP units for cash per unit equal to the market price of our common stock, at the time of redemption, or, at our option, for shares of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. See Note 6 for additional disclosures related to LTIP units. There were 719,542 and 639,622 common OP units held by unaffiliated third parties and executive officers of the Company as of September 30, 2022 and December 31, 2021, respectively. There were 98,050 and 135,388 unvested LTIP units outstanding as of September 30, 2022 and December 31, 2021, respectively. All vested LTIP units have reached economic parity with common OP units and have been converted into common OP units. Dividends and Distributions Our board of directors suspended our quarterly common dividend commencing with the first quarter dividend that would have been paid in April 2020 and resumed quarterly common dividends beginning with the third quarter dividend that was paid in October 2022. We have paid the following dividends to holders of our common stock and distributions to holders of common OP units and LTIP units during 2022: Payment Date Record Date Dividend October 12, 2022 September 30, 2022 $ 0.03 We have paid the following dividends to holders of our Series A Preferred Stock during 2022: Payment Date Record Date Dividend March 31, 2022 March 18, 2022 $ 0.515625 June 30, 2022 June 17, 2022 $ 0.515625 September 30, 2022 September 16, 2022 $ 0.515625 |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans We are authorized to issue up to 6,082,664 shares of our common stock under our 2016 Equity Incentive Plan (the “2016 Plan”), of which we have issued or committed to issue 5,135,195 shares as of September 30, 2022. In addition to these shares, additional shares of common stock may be issued from time to time in connection with the performance stock unit awards as further described below. Restricted Stock Awards Restricted stock awards issued to our officers and employees vest over a three Number of Weighted- Unvested balance at January 1, 2022 1,443,295 $ 9.46 Granted 438,070 9.55 Vested (265,965) 9.54 Forfeited (250,261) 9.43 Unvested balance at September 30, 2022 1,365,139 $ 9.48 The total unvested share awards as of September 30, 2022 are expected to vest as follows: 8,202 shares during 2022, 382,822 shares during 2023, 443,492 shares during 2024, 259,345 shares during 2025, and 271,278 shares during 2026. As of September 30, 2022, the unrecognized compensation cost related to restricted stock awards was $8.6 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 30 months. We recorded $1.1 million and $1.0 million of compensation expense related to restricted stock awards for each of the three months ended September 30, 2022 and 2021, respectively. We recorded $3.2 million and $2.8 million of compensation expense related to restricted stock awards for each of the nine months ended September 30, 2022 and 2021, respectively. The compensation expense recorded for the nine months ended September 30, 2022 includes the reversal of $0.2 million of previously recognized compensation expense in connection with the resignation of our former Executive Vice President, Asset Management and Chief Operating Officer, as well as certain other employees. Performance Stock Units Performance stock units (“PSUs”) are restricted stock units that vest three We measure compensation expense for the PSUs based upon the fair market value of the award at the grant date. Compensation expense is recognized on a straight-line basis over the vesting period and is included in corporate expenses in the accompanying consolidated statements of operations. The grant date fair value of the portion of the PSUs based on our relative total stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation firm. The grant date fair value of the portion of the PSUs based on hotel market share improvement is the closing price of our common stock on the grant date. In the nine months ended September 30, 2022, our board of directors granted 407,570 PSUs to our executive officers. The determination of the grant-date fair values of outstanding awards included the following assumptions: Award Grant Date Volatility Risk-Free Rate Total Stockholder Return PSUs Hotel Market Share PSUs February 22, 2022 71.4 % 1.74 % $ 9.84 $ 9.56 August 9, 2022 73.3 % 3.20 % $ 9.65 $ 9.32 A summary of our PSUs from January 1, 2022 to September 30, 2022 is as follows: Number of Weighted- Unvested balance at January 1, 2022 969,240 $ 9.45 Granted 407,570 9.66 Vested (1) (269,224) 10.14 Forfeited (160,533) 9.34 Unvested balance at September 30, 2022 947,053 $ 9.36 ______________________ (1) The number of shares of common stock earned for the PSUs vested in 2022 was equal to 100.0% of the PSU Target Award. The total unvested PSUs as of September 30, 2022 are expected to vest as follows: 296,596 units during 2023, 294,445 units during 2024, 321,078 units during 2025 and 34,934 units during 2027. The number of shares earned upon vesting is subject to the attainment of the performance goals described above. As of September 30, 2022, the unrecognized compensation cost related to the PSUs was $4.5 million and is expected to be recognized on a straight-line basis over a weighted average period of 28 months. We recorded $0.7 million and $0.8 million of compensation expense related to the PSUs for the three months ended September 30, 2022 and 2021, respectively. We recorded $1.6 million and $2.2 million of compensation expense related to the PSUs for the nine months ended September 30, 2022 and 2021, respectively. The compensation expense recorded for the nine months ended September 30, 2022 includes the reversal of $0.5 million of previously recognized compensation expense in connection with the resignation of our former Executive Vice President, Asset Management and Chief Operating Officer. LTIP Units LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them to enjoy a more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of one share of common stock reserved under the 2016 Plan. At the time of award, LTIP units do not have full economic parity with common OP units, but can achieve such parity over time upon the occurrence of specified events in accordance with partnership tax rules. A summary of our LTIP units from January 1, 2022 to September 30, 2022 is as follows: Number of Units Weighted- Unvested balance at January 1, 2022 135,388 $ 10.22 Granted 71,084 9.32 Vested (1) (108,422) 10.38 Unvested balance at September 30, 2022 98,050 $ 9.39 ______________________ (1) As of September 30, 2022, all vested LTIP units have achieved economic parity with common OP units and have been converted to common OP units. The total unvested LTIP units as of September 30, 2022 are expected to vest as follows: 41,183 during 2023, 14,217 during 2024, 2025, and 2026, respectively, and 14,216 during 2027. As of September 30, 2022, the unrecognized compensation cost related to LTIP unit awards was $0.7 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 50 months. We recorded $0.1 million and $0.3 million of compensation expense related to LTIP unit awards for the three months ended September 30, 2022 and 2021, respectively. We recorded $0.4 million and $0.8 million of compensation expense related to LTIP unit awards for the nine months ended September 30, 2022 and 2021, respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is calculated by dividing net income (loss) available to common stockholders that has been adjusted for dilutive securities, by the weighted-average number of common shares outstanding including dilutive securities. Unvested share-based awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested share-based compensation (participating securities) have been excluded, as applicable, from net income or loss available to common stockholders used in the basic and diluted EPS calculations. The following is a reconciliation of the calculation of basic and diluted EPS (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders $ 26,002 $ (4,219) $ 83,639 $ (199,007) Dividends declared on unvested share-based compensation — — — — Net income (loss) available to common stockholders $ 26,002 $ (4,219) $ 83,639 $ (199,007) Denominator: Weighted-average number of common shares outstanding—basic 212,878,364 212,256,590 212,736,133 211,966,969 Effect of dilutive securities: Unvested restricted common stock 350,528 — 286,651 — Shares related to unvested PSUs 428,481 — 436,570 — Weighted-average number of common shares outstanding—diluted 213,657,373 212,256,590 213,459,354 211,966,969 Earnings (loss) per share: Earnings (loss) per share available to common stockholders—basic $ 0.12 $ (0.02) $ 0.39 $ (0.94) Earnings (loss) per share available to common stockholders—diluted $ 0.12 $ (0.02) $ 0.39 $ (0.94) For the three and nine months ended September 30, 2021, 190,554 and 399,605 of unvested restricted common shares, respectively, were excluded from diluted weighted-average common shares outstanding, as their effect would be anti-dilutive. For the three months and nine months ended September 30, 2021, 254,684 and 279,755 of unvested PSUs, respectively, were excluded from the diluted weighted-average common shares outstanding, as their effect would be anti-dilutive. There were no unvested restricted common shares or PSUs excluded from the diluted weighted-average common shares outstanding for the three and nine months ended September 30, 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DebtThe following table sets forth information regarding the Company’s debt as of September 30, 2022 and December 31, 2021 (dollars in thousands): Principal Balance as of Loan Interest Rate as of September 30, 2022 Maturity Date September 30, 2022 December 31, 2021 Salt Lake City Marriott Downtown at City Creek mortgage loan LIBOR + 3.25% (1) January 2023 (2) $ 42,220 $ 43,570 Westin Washington, D.C. City Center mortgage loan 3.99% January 2023 (3) 54,075 55,913 The Lodge at Sonoma Resort mortgage loan 3.96% April 2023 (2) 24,976 25,542 Westin San Diego Bayview mortgage loan 3.94% April 2023 57,312 58,600 Courtyard New York Manhattan/Midtown East mortgage loan 4.40% August 2024 76,595 77,882 Worthington Renaissance Fort Worth Hotel mortgage loan 3.66% May 2025 76,090 77,453 Hotel Clio mortgage loan 4.33% July 2025 57,806 58,789 Westin Boston Seaport District mortgage loan 4.36% November 2025 179,577 182,755 Unamortized debt issuance costs (1,282) (1,853) Total mortgage debt, net of unamortized debt issuance costs 567,369 578,651 Unsecured term loan LIBOR + 1.45% (4) (5) October 2023 (6) — 50,000 Unsecured term loan LIBOR + 1.45% (4) (5) July 2024 (7) — 350,000 Unsecured term loan SOFR + 1.45% January 2028 500,000 — Unsecured term loan SOFR + 1.45% January 2025 (8) 300,000 — Unamortized debt issuance costs (929) (1,428) Unsecured term loans, net of unamortized debt issuance costs 799,071 398,572 Senior unsecured credit facility SOFR + 1.50% September 2026 (8) — 90,000 Total debt, net of unamortized debt issuance costs $ 1,366,440 $ 1,067,223 Weighted-Average Interest Rate (9) 4.26% _______________________ (1) LIBOR is subject to a floor of 1.0%. (2) The loan was prepaid on November 1, 2022. (3) The loan was prepaid on October 6, 2022. (4) Prior to August 1, 2022, the applicable margin was 2.40%. (5) LIBOR is subject to a floor of 0.25%. (6) The loan was prepaid on September 28, 2022. (7) The loan was prepaid on September 27, 2022. (8) Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. (9) Weighted-average interest rate as of September 30, 2022 includes effect of interest rate swaps. Mortgage Debt We have incurred limited recourse, property specific mortgage debt secured by certain of our hotels. In the event of default, the lender may only foreclose on the secured assets; however, in the event of fraud, misapplication of funds or other customary recourse provisions, the lender may seek payment from us. As of September 30, 2022, eight of our 34 hotels were secured by mortgage debt, and four of our mortgage loans had a maturity date within twelve months from the date of this report. The principal balance of these mortgage loans was $178.6 million as of September 30, 2022. We utilized the proceeds from the Amended Credit Agreement, as defined and discussed below, to repay much of this mortgage debt. On October 6, 2022, we paid off the Westin Washington, D.C. City Center mortgage loan. On November 1, 2022, we paid off the Salt Lake City Marriott Downtown at City Creek and The Lodge at Sonoma Resort mortgage loans. We intend to repay the mortgage loan secured by Westin San Diego Bayview in December 2022. Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage ratios or debt yields that trigger “cash trap” provisions, as well as restrictions on incurring additional debt without lender consent. Such cash trap provisions are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of our lenders until a specified debt service coverage ratio or debt yield is reached and maintained for a certain period of time. Such provisions do not provide the lender the right to accelerate repayment of the underlying debt. As of September 30, 2022, we had $4.2 million held in cash traps, which is included within the restricted cash on the accompanying consolidated balance sheet. We do not expect that such cash traps will affect our ability to satisfy our short-term liquidity requirements. Senior Unsecured Credit Facility and Unsecured Term Loans Prior to September 27, 2022, we were party to credit agreements (the “Credit Agreements”) that provided for a $400 million senior unsecured credit facility (the “Revolving Credit Facility”), which was scheduled to mature on July 2023, a $350 million unsecured term loan that was scheduled to mature in July 2024 (the “Facility Term Loan”) and a $50 million unsecured term loan that was scheduled to mature in October 2023 (the “2023 Term Loan”). The interest rate on the Revolving Credit Facility and unsecured term loans was based upon LIBOR, plus an applicable margin based upon the Company’s leverage ratio. In addition to the interest payable on amounts outstanding under the Revolving Credit Facility, we were required to pay an amount equal to 0.20% of the unused portion of the Revolving Credit Facility if the average usage is greater than 50% or 0.30% of the unused portion of the Revolving Credit Facility if the average usage is less than or equal to 50%. On each of June 9, 2020, August 14, 2020, January 20, 2021 and February 4, 2022, we executed amendments (the “Amendments”) to the Credit Agreements. These Amendments provided for a waiver of the quarterly tested financial covenants beginning with the second quarter of 2020 through the first quarter of 2022 (the “Covenant Relief Period”) and allowed for certain other modifications to the covenants thereafter through the second quarter of 2023 (the “Ratio Adjustment Period”). During the Covenant Relief Period and the Ratio Adjustment Period, the Amendments also set the applicable interest rate to LIBOR plus a margin of 2.55% for the Revolving Credit Facility and LIBOR plus a margin of 2.40% for the Facility Term Loan and 2023 Term Loan. The Amendments also added a LIBOR floor of 0.25% to the variable interest rate calculation. As of June 30, 2022, we were in compliance with all of the original, unmodified financial covenants under the Credit Agreements for two consecutive quarters, and had exited covenant waiver restrictions. On September 27, 2022, we entered into a Sixth Amended and Restated Credit Agreement (the “Amended Credit Agreement”). The Amended Credit Agreement provides for a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility under the Amended Credit Agreement matures on September 27, 2026. We may extend the maturity date of the revolving credit facility for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. We also have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions. The term loan facilities consist of a $500 million term loan that matures on January 3, 2028 and a $300 million term loan that matures January 3, 2025. The maturity date of the $300 million term loan may be extended for an additional year upon the payment of applicable fees and satisfaction of certain standard conditions. We utilized the proceeds from the term loans to repay the prior $350 million Facility Term Loan, the $50 million 2023 Term Loan and $150 million that was outstanding on our Revolving Credit Facility. We plan to utilize the remaining proceeds to repay our remaining 2023 mortgage loan maturities. Upon the repayment of the remaining mortgage loan, we will have no debt maturities until August 2024. We recognized a $9.7 million loss on early extinguishment of debt related to the write-off of certain unamortized debt issuance costs and fees paid to the lenders in consideration for the Amended Credit Agreement. Interest is paid on the periodic advances on the revolving credit facility and amounts outstanding on the term loans at varying rates, based upon the adjusted Secured Overnight Financing Rate (“SOFR”), as defined in the Amended Credit Agreement, plus an applicable margin. The applicable margin is based upon our leverage ratio, as follows: Leverage Ratio Applicable Margin for Revolving Loans Applicable Margin for Term Loans Less than 30% 1.40% 1.35% Greater than or equal to 30% but less than 35% 1.45% 1.40% Greater than or equal to 35% but less than 40% 1.50% 1.45% Greater than or equal to 40% but less than 45% 1.60% 1.55% Greater than or equal to 45% but less than 50% 1.80% 1.75% Greater than or equal to 50% but less than 55% 1.95% 1.85% Greater than or equal to 55% 2.25% 2.20% The Amended Credit Agreement contains various comparable financial covenants. A summary of the most significant covenants is as follows: Actual at Covenant September 30, 2022 Maximum leverage ratio (1) 60% 29.6% Minimum fixed charge coverage ratio (2) 1.50x 2.99x Secured recourse indebtedness Less than 45% of Total Asset Value 17.9% Unencumbered leverage ratio 60.0% 33.4% Unencumbered implied debt service coverage ratio 1.20x 2.19x _____________________________ (1) Leverage ratio is net indebtedness, as defined in the Credit Agreements, divided by total asset value, defined in the Credit Agreements as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Credit Agreements as EBITDA less FF&E reserves, for the most recently ending 12 months, to fixed charges, which is defined in the Credit Agreements as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same most recently ending 12-month period. As of September 30, 2022, our leverage ratio was 29.6%. Accordingly, interest on our borrowings under the revolving credit facility and term loans will be based on SOFR plus 1.40% and 1.35%, respectively, for the following quarter.We incurred interest and unused fees on our revolving credit facilities of $1.9 million and $0.3 million for the three months ended September 30, 2022 and September 30, 2021, respectively. We incurred interest and unused fees on our revolving credit facilities of $5.1 million and $2.0 million for the nine months ended September 30, 2022 and September 30, 2021, respectively. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On January 6, 2022, we acquired the 103-room Tranquility Bay Beachfront Resort located in Marathon, Florida, for $63.0 million, excluding prorations and transaction costs. The acquisition was funded with corporate cash. The acquisition includes income from 84 units owned by third parties that currently participate in the hotel's rental management program and the majority of the intervals in three units that are structured as vacation ownership. In March 2022, we entered into agreements to purchase four of the third-party owned units for $4.1 million in aggregate. In connection with the purchase agreements, we evaluated the recoverability of the right-to-manage intangible asset related to the long-term rental agreements ("RMAs"), and as a result, we recorded an impairment loss of $2.8 million. On March 23, 2022, we closed on the purchase of two of the four third-party owned units and on April 7, 2022, we closed on the purchase of the remaining two third-party owned units. We recognized a $45.2 million right-to-manage intangible asset related to the RMAs that were purchased as part of the acquisition. The intangible asset will be amortized over a period of 40 years, which is our estimate of its useful life, inclusive of expected renewal periods. The remaining useful life of this intangible asset as of September 30, 2022 is approximately 39.3 years. The intangible asset, net of accumulated amortization of $0.8 million, was $41.6 million as of September 30, 2022 and is recorded within prepaid and other assets on the accompanying consolidated balance sheet. Amortization expense for the three On April 1, 2022, we acquired the 96-room Kimpton Fort Lauderdale Beach Resort located in Fort Lauderdale, Florida for $35.3 million, excluding prorations and transaction costs. |
Fair Value Measurements and Int
Fair Value Measurements and Interest Rate Swaps | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Interest Rate Swaps | Fair Value Measurements and Interest Rate Swaps The fair value of certain financial assets and liabilities and other financial instruments as of September 30, 2022 and December 31, 2021, in thousands, is as follows: September 30, 2022 December 31, 2021 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Debt $ 1,366,440 $ 1,335,615 $ 1,067,223 $ 1,066,139 _______________ (1) The carrying amount of debt is net of unamortized debt issuance costs. The fair value of our debt is a Level 2 measurement under the fair value hierarchy (see Note 2). We estimate the fair value of our debt by discounting the future cash flows of each instrument at estimated market rates. The Company's interest rate derivatives, which are not designated or accounted for as cash flow hedges, consisted of the following as of September 30, 2022 and December 31, 2021, in thousands: Fair Value of Assets (Liabilities) Hedged Debt Type Rate Fixed Index Effective Date Maturity Date Notional Amount September 30, December 31, 2021 Senior unsecured term loans Swap 2.41 % 1-Month LIBOR January 7, 2019 October 18, 2023 $ 50,000 $ 1,008 $ (1,565) Senior unsecured term loans Swap 1.70 % 1-Month LIBOR July 25, 2019 July 25, 2024 $ 175,000 8,067 (3,362) $ 9,075 $ (4,927) The fair values of the interest rate swap agreements are included in accounts payable and accrued expenses on the accompanying consolidated balance sheets as of September 30, 2022 and December 31, 2021. The fair value of our interest rate swaps is a Level 2 measurement under the fair value hierarchy. We estimate the fair value of the interest rate swap based on the interest rate yield curve and implied market volatility as inputs and adjusted for the counterparty's credit risk. We concluded the inputs for the credit risk valuation adjustment are Level 3 inputs, however these inputs are not significant to the fair value measurement in its entirety. The carrying amount of our other financial instruments approximate fair value due to the short-term nature of these financial instruments. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of our hotels and Company matters. While it is not possible to ascertain the ultimate outcome of such matters, management believes that the aggregate amount of such liabilities, if any, in excess of amounts covered by insurance will not have a material adverse impact on our financial condition or results of operations. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our financial statements include all of the accounts of the Company and its subsidiaries in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. If the Company determines that it has an interest in a variable interest entity within the meaning of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation , the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating partnership. In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments necessary to present fairly our financial position, the results of our operations, the statements of equity, and cash flows. Interim results are not necessarily indicative of full-year performance because of the impact of seasonal and short-term variations. We believe the disclosures made are adequate to prevent the information presented from being misleading. However, the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed on February 22, 2022. |
Change in Presentation | Change in Presentation We have made certain financial statement line item reclassifications from prior year in order to conform to current year presentation. The changes in presentation are not material to the financial statements. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The state of the overall economy can significantly impact hotel operational performance and thus, impact our financial position. Currently, some of the most significant risks and uncertainties relate to future developments in the COVID-19 pandemic and the impact of rising inflation and increasing interest rates on the overall economy. Should any of our hotels experience a significant decline in operational performance, it may affect our ability to make distributions to our stockholders and service debt or meet other financial obligations. |
Fair Value Measurements | Fair Value Measurements In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the observability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: • Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable • Level 3 - Model-derived valuations with unobservable inputs |
Property and Equipment | Property and Equipment Investment purchases of hotel properties, land, land improvements, building and furniture, fixtures and equipment and identifiable intangible assets that are not businesses are accounted for as asset acquisitions and recorded at relative fair value based upon total accumulated cost of the acquisition. Direct acquisition-related costs are capitalized as a component of the acquired assets. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 to 40 years for buildings, land improvements, and building improvements and 1 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets. We review our investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying amount of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties, current or projected losses from operations, and an expectation that the property is more likely than not to be sold significantly before the end of its useful life. If present, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying amount. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Revenue Recognition | Revenue Recognition Revenues from hotel operations are recognized when the goods or services are provided. Revenues consist of room sales, food and beverage sales, and other hotel department revenues, such as telephone, parking, gift shop sales and resort fees. Rooms revenue is recognized over the length of stay that the hotel room is occupied by the customer. Food and beverage revenue is recognized at the point in time in which the goods and/or services are rendered to the customer, such as for restaurant dining services or banquet services. Other revenues are recognized at the point in time or over the time period that goods or services are provided to the customer. Certain ancillary services are provided by third parties and we assess whether we are the principal or agent in these arrangements. If we are the agent, revenue is recognized based upon the commission earned from the third party. If we are the principal, we recognize revenue based upon the gross sales price. Advance deposits are recorded as liabilities when a customer or group of customers provides a deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue when the services are provided to the customer or when a customer with a noncancelable reservation fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable upon guest cancellation of the related reservation within an established period of time prior to the reservation. |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings during the period in which the new rate is enacted. 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. As of September 30, 2022 and December 31, 2021, we had a valuation allowance of $11.7 million and $14.9 million, respectively, on our deferred tax assets. We have elected to be treated as a real estate investment trust, or REIT, under the provisions of the Internal Revenue Code of 1986, as amended, which requires that we distribute at least 90% of our taxable income annually to our stockholders and comply with certain other requirements. In addition to paying federal and state taxes on any retained income, we may be subject to taxes on “built-in gains” on sales of certain assets. Our taxable REIT subsidiaries will generally be subject to federal, state, local and/or foreign income taxes. In order for the income from our hotel property investments to constitute “rents from real properties” for purposes of the gross income tests required for REIT qualification, the income we earn cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel properties to wholly owned taxable REIT subsidiaries. We may recognize a tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. If a tax position does not meet the more-likely-than-not recognition threshold, despite our belief that our filing position is supportable, the benefit of that tax position is not recognized in the consolidated statements of operations. We recognize interest and penalties, as applicable, related to unrecognized tax benefits as a component of income tax expense. We recognize unrecognized tax benefits in the period that the uncertainty is eliminated by either affirmative agreement of the uncertain tax position by the applicable taxing authority, or by expiration of the applicable statute of limitation. We had no accruals for tax uncertainties as of September 30, 2022 and December 31, 2021. |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities recorded may include management or franchise agreement intangibles and in-place lease intangibles assumed as part of the acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the purchase of a hotel to determine if an intangible asset or liability exists. Intangible assets or liabilities are recorded at the acquisition date and amortized using the straight-line method over the expected useful life. We do not amortize intangible assets with indefinite useful lives, but we review these assets for impairment annually or at interim periods if events or circumstances |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period plus other potentially dilutive securities such as stock grants. No adjustment is made for shares that are anti-dilutive during a period. |
Share-based Compensation | Share-based Compensation We account for share-based employee compensation using the fair value based method of accounting. We record the cost of awards with service or market conditions based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
Comprehensive Income | Comprehensive Income We do not have any comprehensive income other than net income. If we have any comprehensive income in future periods, such that a statement of comprehensive income would be necessary, such statement will be reported as one statement with the consolidated statement of operations. |
Derivative Instruments | Derivative Instruments In the normal course of business, we are exposed to the effects of interest rate changes. We may enter into derivative instruments, including interest rate swaps and caps, to manage or hedge interest rate risk. Derivative instruments are recorded at fair value on the balance sheet date. We have not elected hedge accounting treatment for the changes in the fair value of derivatives. Changes in the fair value of derivatives are recorded each period and are included in interest expense in the consolidated statements of operations. |
Noncontrolling Interests | Noncontrolling Interests The noncontrolling interest is the portion of equity in our consolidated operating partnership not attributable, directly or indirectly, to the Company. Such noncontrolling interests are reported on the consolidated balance sheets within equity, separately from the Company’s equity. The noncontrolling interests are classified as permanent equity as we have the right to choose to settle each holder's redemption of the interest in either cash or delivery of shares of our common stock. See Note 5 for additional details. On the consolidated statements of operations, revenues, expenses and net income or loss from our less-than-wholly-owned operating partnership are reported within 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. Consolidated statements of equity include beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity. |
Restricted Cash | Restricted Cash Restricted cash primarily consists of cash held in reserve for replacement of furniture and fixtures generally held by our hotel managers and cash held in escrow pursuant to lender requirements. |
Debt Issuance Costs | Debt Issuance Costs Financing costs are recorded at cost as a component of the debt carrying amount and consist of loan fees and other costs incurred in connection with the issuance of debt. Amortization of debt issuance costs is computed using a method that approximates the effective interest method over the remaining life of the debt and is included in interest expense in the accompanying consolidated statements of operations. Debt issuance costs related to our Revolving Credit Facility (defined in Note 8) are included within prepaid and other assets on the accompanying consolidated balance sheets. These debt issuance costs are amortized ratably over the term of the Revolving Credit Facility, regardless of whether there are any outstanding borrowings, and the amortization is included in interest expense in the accompanying consolidated statements of operations. |
Due to/from Hotel Managers | Due to/from Hotel Managers The due from hotel managers consists of hotel level accounts receivable, periodic hotel operating distributions receivable from managers and prepaid and other assets held by the hotel managers on our behalf. The due to hotel managers represents liabilities incurred by the hotel on behalf of us in conjunction with the operation of our hotels which are legal obligations of the Company. |
Key Money | Key Money Key money received in conjunction with entering into hotel management or franchise agreements or completing specific capital projects is deferred and amortized over the term of the hotel management agreement, the term of the franchise agreement, or other systematic and rational period, if appropriate. Key money is classified as deferred income in the accompanying consolidated balance sheets and amortized as an offset to management fees or franchise fees. |
Leases | Leases We determine if an arrangement is a lease or contains an embedded lease at inception. For agreements with both lease and nonlease components (e.g., common-area maintenance costs), we do not separate the nonlease components from the lease components, but account for these components as one. We determine the lease classification (operating or finance) at lease inception. Right-of-use assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. The discount rate used to determine the present value of the lease payments is our incremental borrowing rate as of the lease commencement date, as the implicit rate is not readily determinable. The right-of-use assets also include any initial direct costs and any lease payments made at or before the commencement date, and is reduced for any unrestricted incentives received at or before the commencement date. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of our cash and cash equivalents. We maintain cash and cash equivalents with various financial institutions. We perform periodic evaluations of the relative credit standing of these financial institutions and limit the amount of credit exposure with any one institution. |
Segment Reporting | Segment Reporting Each one of our hotels is an operating segment. We evaluate each of our properties on an individual basis to assess performance, the level of capital expenditures, and acquisition or disposition transactions. Our evaluation of individual properties is not focused on property type (e.g. urban, suburban, or resort), brand, geographic location, or industry classification. We aggregate our operating segments using the criteria established by U.S. GAAP, including the similarities of our product offering, types of customers and method of providing service. All of our properties react similarly to economic stimulus, such as business investment, changes in Gross Domestic Product, and changes in travel patterns. As such, all our operating segments meet the aggregation criteria, resulting in a single reportable segment represented by our consolidated financial results. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standard Update 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications to ease reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. ASU 2020-04 permits a contract with a modified reference rate to be accounted for as a continuation of the existing contract. We have not entered into any contract modifications yet as it directly relates to reference rate reform, but we anticipate undertaking such modifications in the future related to our interest rate swaps indexed to LIBOR. The adoption of ASU 2020-04 is not expected to have a material impact on our consolidated financial statements. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2022 and December 31, 2021 consists of the following (in thousands): September 30, 2022 December 31, 2021 Land $ 552,772 $ 546,800 Land improvements 7,994 7,994 Buildings and site improvements 2,742,612 2,667,024 Furniture, fixtures and equipment 512,966 501,505 Construction in progress 24,851 14,485 3,841,195 3,737,808 Less: accumulated depreciation (1,166,815) (1,086,364) $ 2,674,380 $ 2,651,444 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense and Other Information | The components of operating lease expense, which is included in other hotel expenses in our consolidated statements of operations, and cash paid for amounts included in the measurement of lease liabilities, are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease cost $ 2,797 $ 2,781 $ 8,370 $ 8,315 Variable lease payments $ 447 $ 251 $ 1,210 $ 416 Cash paid for amounts included in the measurement of operating lease liabilities $ 1,011 $ 884 $ 2,990 $ 2,628 |
Schedule of Operating Lease Maturities | Maturities of lease liabilities as of September 30, 2022 are as follows (in thousands): Year Ending December 31, 2022 (excluding the nine months ended September 30, 2022) $ 999 2023 4,033 2024 4,012 2025 4,072 2026 4,640 Thereafter 759,838 Total lease payments 777,594 Less imputed interest (667,307) Total lease liabilities $ 110,287 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Dividends Payable | We have paid the following dividends to holders of our common stock and distributions to holders of common OP units and LTIP units during 2022: Payment Date Record Date Dividend October 12, 2022 September 30, 2022 $ 0.03 We have paid the following dividends to holders of our Series A Preferred Stock during 2022: Payment Date Record Date Dividend March 31, 2022 March 18, 2022 $ 0.515625 June 30, 2022 June 17, 2022 $ 0.515625 September 30, 2022 September 16, 2022 $ 0.515625 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | A summary of our restricted stock awards from January 1, 2022 to September 30, 2022 is as follows: Number of Weighted- Unvested balance at January 1, 2022 1,443,295 $ 9.46 Granted 438,070 9.55 Vested (265,965) 9.54 Forfeited (250,261) 9.43 Unvested balance at September 30, 2022 1,365,139 $ 9.48 |
Schedule of Fair Value Assumptions | The determination of the grant-date fair values of outstanding awards included the following assumptions: Award Grant Date Volatility Risk-Free Rate Total Stockholder Return PSUs Hotel Market Share PSUs February 22, 2022 71.4 % 1.74 % $ 9.84 $ 9.56 August 9, 2022 73.3 % 3.20 % $ 9.65 $ 9.32 |
Schedule of Nonvested Performance-based Units Activity | A summary of our PSUs from January 1, 2022 to September 30, 2022 is as follows: Number of Weighted- Unvested balance at January 1, 2022 969,240 $ 9.45 Granted 407,570 9.66 Vested (1) (269,224) 10.14 Forfeited (160,533) 9.34 Unvested balance at September 30, 2022 947,053 $ 9.36 ______________________ (1) The number of shares of common stock earned for the PSUs vested in 2022 was equal to 100.0% of the PSU Target Award. |
Schedule of LTIP Units | A summary of our LTIP units from January 1, 2022 to September 30, 2022 is as follows: Number of Units Weighted- Unvested balance at January 1, 2022 135,388 $ 10.22 Granted 71,084 9.32 Vested (1) (108,422) 10.38 Unvested balance at September 30, 2022 98,050 $ 9.39 ______________________ |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following is a reconciliation of the calculation of basic and diluted EPS (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) attributable to common stockholders $ 26,002 $ (4,219) $ 83,639 $ (199,007) Dividends declared on unvested share-based compensation — — — — Net income (loss) available to common stockholders $ 26,002 $ (4,219) $ 83,639 $ (199,007) Denominator: Weighted-average number of common shares outstanding—basic 212,878,364 212,256,590 212,736,133 211,966,969 Effect of dilutive securities: Unvested restricted common stock 350,528 — 286,651 — Shares related to unvested PSUs 428,481 — 436,570 — Weighted-average number of common shares outstanding—diluted 213,657,373 212,256,590 213,459,354 211,966,969 Earnings (loss) per share: Earnings (loss) per share available to common stockholders—basic $ 0.12 $ (0.02) $ 0.39 $ (0.94) Earnings (loss) per share available to common stockholders—diluted $ 0.12 $ (0.02) $ 0.39 $ (0.94) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table sets forth information regarding the Company’s debt as of September 30, 2022 and December 31, 2021 (dollars in thousands): Principal Balance as of Loan Interest Rate as of September 30, 2022 Maturity Date September 30, 2022 December 31, 2021 Salt Lake City Marriott Downtown at City Creek mortgage loan LIBOR + 3.25% (1) January 2023 (2) $ 42,220 $ 43,570 Westin Washington, D.C. City Center mortgage loan 3.99% January 2023 (3) 54,075 55,913 The Lodge at Sonoma Resort mortgage loan 3.96% April 2023 (2) 24,976 25,542 Westin San Diego Bayview mortgage loan 3.94% April 2023 57,312 58,600 Courtyard New York Manhattan/Midtown East mortgage loan 4.40% August 2024 76,595 77,882 Worthington Renaissance Fort Worth Hotel mortgage loan 3.66% May 2025 76,090 77,453 Hotel Clio mortgage loan 4.33% July 2025 57,806 58,789 Westin Boston Seaport District mortgage loan 4.36% November 2025 179,577 182,755 Unamortized debt issuance costs (1,282) (1,853) Total mortgage debt, net of unamortized debt issuance costs 567,369 578,651 Unsecured term loan LIBOR + 1.45% (4) (5) October 2023 (6) — 50,000 Unsecured term loan LIBOR + 1.45% (4) (5) July 2024 (7) — 350,000 Unsecured term loan SOFR + 1.45% January 2028 500,000 — Unsecured term loan SOFR + 1.45% January 2025 (8) 300,000 — Unamortized debt issuance costs (929) (1,428) Unsecured term loans, net of unamortized debt issuance costs 799,071 398,572 Senior unsecured credit facility SOFR + 1.50% September 2026 (8) — 90,000 Total debt, net of unamortized debt issuance costs $ 1,366,440 $ 1,067,223 Weighted-Average Interest Rate (9) 4.26% _______________________ (1) LIBOR is subject to a floor of 1.0%. (2) The loan was prepaid on November 1, 2022. (3) The loan was prepaid on October 6, 2022. (4) Prior to August 1, 2022, the applicable margin was 2.40%. (5) LIBOR is subject to a floor of 0.25%. (6) The loan was prepaid on September 28, 2022. (7) The loan was prepaid on September 27, 2022. (8) Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. (9) Weighted-average interest rate as of September 30, 2022 includes effect of interest rate swaps. |
Schedule of Line of Credit Facility Leverage and Applicable Margin | The applicable margin is based upon our leverage ratio, as follows: Leverage Ratio Applicable Margin for Revolving Loans Applicable Margin for Term Loans Less than 30% 1.40% 1.35% Greater than or equal to 30% but less than 35% 1.45% 1.40% Greater than or equal to 35% but less than 40% 1.50% 1.45% Greater than or equal to 40% but less than 45% 1.60% 1.55% Greater than or equal to 45% but less than 50% 1.80% 1.75% Greater than or equal to 50% but less than 55% 1.95% 1.85% Greater than or equal to 55% 2.25% 2.20% |
Schedule of the Most Significant Covenants | A summary of the most significant covenants is as follows: Actual at Covenant September 30, 2022 Maximum leverage ratio (1) 60% 29.6% Minimum fixed charge coverage ratio (2) 1.50x 2.99x Secured recourse indebtedness Less than 45% of Total Asset Value 17.9% Unencumbered leverage ratio 60.0% 33.4% Unencumbered implied debt service coverage ratio 1.20x 2.19x _____________________________ (1) Leverage ratio is net indebtedness, as defined in the Credit Agreements, divided by total asset value, defined in the Credit Agreements as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate. |
Fair Value Measurements and I_2
Fair Value Measurements and Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Certain Financial Assets and Liabilities and Other Financial Instruments | The fair value of certain financial assets and liabilities and other financial instruments as of September 30, 2022 and December 31, 2021, in thousands, is as follows: September 30, 2022 December 31, 2021 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Debt $ 1,366,440 $ 1,335,615 $ 1,067,223 $ 1,066,139 _______________ (1) The carrying amount of debt is net of unamortized debt issuance costs. |
Schedule of Interest Rate Derivatives | The Company's interest rate derivatives, which are not designated or accounted for as cash flow hedges, consisted of the following as of September 30, 2022 and December 31, 2021, in thousands: Fair Value of Assets (Liabilities) Hedged Debt Type Rate Fixed Index Effective Date Maturity Date Notional Amount September 30, December 31, 2021 Senior unsecured term loans Swap 2.41 % 1-Month LIBOR January 7, 2019 October 18, 2023 $ 50,000 $ 1,008 $ (1,565) Senior unsecured term loans Swap 1.70 % 1-Month LIBOR July 25, 2019 July 25, 2024 $ 175,000 8,067 (3,362) $ 9,075 $ (4,927) |
Organization (Details)
Organization (Details) | 9 Months Ended |
Sep. 30, 2022 room hotel | |
Real Estate Properties [Line Items] | |
Number of hotels | 34 |
Number of rooms in hotels, resorts and senior loan secured facility (in rooms) | room | 9,567 |
DiamondRock Hospitality Limited Partnership | |
Real Estate Properties [Line Items] | |
General partner, ownership interest (as a percent) | 99.70% |
Limited partners, ownership interest (as a percent) | 0.30% |
Atlanta, Georgia | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Boston, Massachusetts | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Burlington, Vermont | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Charleston, South Carolina | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Chicago, Illinois | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Denver, Colorado | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Destin, Florida | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Fort Lauderdale, Florida | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Fort Worth, Texas | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Huntington Beach, California | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Key West, Florida | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Marathon, Florida | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
New Orleans, Louisiana | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
New York, New York | |
Real Estate Properties [Line Items] | |
Number of hotels | 3 |
Phoenix, Arizona | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Salt Lake City, Utah | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
San Diego, California | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
San Francisco, California | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Sedona, Arizona | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Sonoma, California | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
South Lake Tahoe, California | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Washington D.C | |
Real Estate Properties [Line Items] | |
Number of hotels | 2 |
Vail, Colorado | |
Real Estate Properties [Line Items] | |
Number of hotels | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Valuation allowance | $ 11.7 | $ 14.9 |
Accrual for tax uncertainties | 0 | $ 0 |
Tranquility Bay Beachfront Resort | Rental Management Agreements | ||
Property, Plant and Equipment [Line Items] | ||
Intangible assets, gross | $ 45.2 | |
Minimum | Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 5 years | |
Minimum | Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 1 year | |
Maximum | Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 40 years | |
Maximum | Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 10 years |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property and Equipment | ||
Property and equipment, at cost | $ 3,841,195 | $ 3,737,808 |
Less: accumulated depreciation | (1,166,815) | (1,086,364) |
Property and equipment, net | 2,674,380 | 2,651,444 |
Land | ||
Property and Equipment | ||
Property and equipment, at cost | 552,772 | 546,800 |
Land improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 7,994 | 7,994 |
Buildings and site improvements | ||
Property and Equipment | ||
Property and equipment, at cost | 2,742,612 | 2,667,024 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, at cost | 512,966 | 501,505 |
Construction in progress | ||
Property and Equipment | ||
Property and equipment, at cost | $ 24,851 | $ 14,485 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Accrued capital expenditures | $ 4,294 | $ 2,075 | $ 7,300 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2022 ground_lease |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term (in years) | 65 years |
Weighted-average discount rate (as a percent) | 5.77% |
Hotel | |
Lessee, Lease, Description [Line Items] | |
Number of operating leases | 8 |
Parking Garage | |
Lessee, Lease, Description [Line Items] | |
Number of operating leases | 2 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,797 | $ 2,781 | $ 8,370 | $ 8,315 |
Variable lease payments | 447 | 251 | 1,210 | 416 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,011 | $ 884 | $ 2,990 | $ 2,628 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 (excluding the nine months ended September 30, 2022) | $ 999 | |
2023 | 4,033 | |
2024 | 4,012 | |
2025 | 4,072 | |
2026 | 4,640 | |
Thereafter | 759,838 | |
Total lease payments | 777,594 | |
Less imputed interest | (667,307) | |
Total lease liabilities | $ 110,287 | $ 108,605 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 04, 2022 USD ($) $ / shares shares | Aug. 31, 2021 USD ($) shares | Dec. 31, 2018 $ / shares shares | Mar. 31, 2022 shares | Sep. 30, 2022 vote $ / shares shares | Sep. 29, 2022 USD ($) | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Votes per common share | vote | 1 | ||||||
Preferred stock, shares authorized (up to) (in shares) | 10,000,000 | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||
Limited partnership, price per unit (in dollars per unit) | $ / shares | $ 11.76 | ||||||
Option to redeem for common stock ratio | 1 | ||||||
Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Remaining repurchase amount | $ | $ 187.7 | ||||||
Long-term Incentive Plan Unit | |||||||
Class of Stock [Line Items] | |||||||
Units outstanding (in shares) | 98,050 | 135,388 | |||||
Unaffiliated Third Parties | |||||||
Class of Stock [Line Items] | |||||||
Common units issued (in shares) | 796,684 | ||||||
Operating partnerships units held (in shares) | 719,542 | 639,622 | |||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Aggregate offering price (up to) | $ | $ 200 | ||||||
Shares sold (in shares) | 0 | ||||||
Value amount of shares authorized to be repurchased (up to) | $ | $ 200 | ||||||
Common Stock | Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 1,600,000 | ||||||
Repurchased shares, average price per share (in dollars per share) | $ / shares | $ 7.81 | ||||||
Common stock repurchased | $ | $ 12.3 | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares sold (in shares) | 4,760,000 | 4,760,000 | |||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | ||||||
Redemption price per share (in dollars per share) | $ / shares | $ 25 |
Equity - Schedule of Dividends
Equity - Schedule of Dividends Payable (Details) - $ / shares | 3 Months Ended | |||
Oct. 12, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||||
Dividend per share (in dollars per share) | $ 0.515625 | $ 0.515625 | $ 0.515625 | |
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Dividends per share (in dollars per share) | $ 0.03 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion ratio | 1 | |||
Unvested restricted common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards expected to vest in 2022 (in shares) | 8,202 | 8,202 | ||
Awards expected to vest in 2023 (in shares) | 382,822 | 382,822 | ||
Awards expected to vest in 2024 (in shares) | 443,492 | 443,492 | ||
Awards expected to vest in 2025 (in shares) | 259,345 | 259,345 | ||
Awards expected to vest in 2026 (in shares) | 271,278 | 271,278 | ||
Unrecognized compensation cost | $ 8.6 | $ 8.6 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 30 months | |||
Compensation expense (reversal) | $ 1.1 | $ 1 | $ 3.2 | $ 2.8 |
Number of shares, granted (in shares) | 438,070 | |||
Unvested restricted common stock | Executive Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (reversal) | $ (0.2) | |||
Unvested restricted common stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Unvested restricted common stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 5 years | |||
Shares related to unvested PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards expected to vest in 2023 (in shares) | 296,596 | 296,596 | ||
Awards expected to vest in 2024 (in shares) | 294,445 | 294,445 | ||
Awards expected to vest in 2025 (in shares) | 321,078 | 321,078 | ||
Awards expected to vest in 2027 (in shares) | 34,934 | 34,934 | ||
Unrecognized compensation cost | $ 4.5 | $ 4.5 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 28 months | |||
Compensation expense (reversal) | $ 0.7 | 0.8 | $ 1.6 | 2.2 |
Performance period (in years) | 3 years | |||
Percentage of target award of maximum possible payout to executives (as a percent) | 150% | |||
Number of units earned if total stockholder return is negative (as a percent) | 100% | |||
Number of shares, granted (in shares) | 407,570 | |||
Shares related to unvested PSUs | Executive Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense (reversal) | $ 0.5 | |||
Total shareholder return (as a percent) | 50% | |||
Hotel market share (as a percent) | 50% | |||
Percentage of total stockholder return for payout of shares (as a percent) | 30% | |||
Maximum possible payout to executive officer as percentage of the target award (as a percent) | 150% | |||
Number of shares, granted (in shares) | 407,570 | |||
Shares related to unvested PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Performance period (in years) | 3 years | |||
Shares related to unvested PSUs | Minimum | Executive Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of total stockholder return for payout of shares | 75% | |||
Percentage of total stockholder return for payout of shares (as a percent) | 75% | |||
Shares related to unvested PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 5 years | |||
Performance period (in years) | 5 years | |||
Percentage of total stockholder return for payout of shares | 30% | |||
Long-term Incentive Plan Unit | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards expected to vest in 2023 (in shares) | 41,183 | 41,183 | ||
Awards expected to vest in 2024 (in shares) | 14,217 | 14,217 | ||
Awards expected to vest in 2025 (in shares) | 14,217 | 14,217 | ||
Awards expected to vest in 2026 (in shares) | 14,217 | 14,217 | ||
Awards expected to vest in 2027 (in shares) | 14,216 | 14,216 | ||
Unrecognized compensation cost | $ 0.7 | $ 0.7 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 50 months | |||
Compensation expense (reversal) | $ 0.1 | $ 0.3 | $ 0.4 | $ 0.8 |
Number of shares, granted (in shares) | 71,084 | |||
2016 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option and incentive plan, shares authorized (up to) (in shares) | 6,082,664 | 6,082,664 | ||
Number of shares issued or committed to issue (in shares) | 5,135,195 | 5,135,195 |
Stock Incentive Plans - Fair Va
Stock Incentive Plans - Fair Value Assumptions (Details) - Shares related to unvested PSUs - $ / shares | Aug. 09, 2022 | Feb. 22, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility (as a percent) | 73.30% | 71.40% |
Risk-free rate (as a percent) | 3.20% | 1.74% |
Fair value at grant date (in dollars per share) | $ 9.65 | $ 9.84 |
Fair value at grant date based on hotel market share (in dollars per share) | $ 9.32 | $ 9.56 |
Stock Incentive Plans - Stock A
Stock Incentive Plans - Stock Awards Activity (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Unvested restricted common stock | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,443,295 |
Granted (in shares) | shares | 438,070 |
Vested (in shares) | shares | (265,965) |
Forfeited (in shares) | shares | (250,261) |
Ending balance (in shares) | shares | 1,365,139 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.46 |
Granted (in dollars per share) | $ / shares | 9.55 |
Vested (in dollars per share) | $ / shares | 9.54 |
Forfeited (in dollars per share) | $ / shares | 9.43 |
Ending balance (in dollars per share) | $ / shares | $ 9.48 |
Shares related to unvested PSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 969,240 |
Granted (in shares) | shares | 407,570 |
Vested (in shares) | shares | (269,224) |
Forfeited (in shares) | shares | (160,533) |
Ending balance (in shares) | shares | 947,053 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.45 |
Granted (in dollars per share) | $ / shares | 9.66 |
Vested (in dollars per share) | $ / shares | 10.14 |
Forfeited (in dollars per share) | $ / shares | 9.34 |
Ending balance (in dollars per share) | $ / shares | $ 9.36 |
Vesting percentage (as a percent) | 100% |
Long-term Incentive Plan Unit | |
Number of Shares | |
Beginning balance (in shares) | shares | 135,388 |
Granted (in shares) | shares | 71,084 |
Vested (in shares) | shares | (108,422) |
Ending balance (in shares) | shares | 98,050 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 10.22 |
Granted (in dollars per share) | $ / shares | 9.32 |
Vested (in dollars per share) | $ / shares | 10.38 |
Ending balance (in dollars per share) | $ / shares | $ 9.39 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders | $ 26,002 | $ (4,219) | $ 83,639 | $ (199,007) |
Dividends declared on unvested share-based compensation | 0 | 0 | 0 | 0 |
Net income (loss) available to common stockholders | $ 26,002 | $ (4,219) | $ 83,639 | $ (199,007) |
Denominator: | ||||
Weighted-average number of common shares outstanding—basic (in shares) | 212,878,364 | 212,256,590 | 212,736,133 | 211,966,969 |
Effect of dilutive securities: | ||||
Weighted-average number of common shares outstanding—diluted (in shares) | 213,657,373 | 212,256,590 | 213,459,354 | 211,966,969 |
Earnings (loss) per share: | ||||
Earnings (loss) per share available to common stockholders—basic (in dollars per share) | $ 0.12 | $ (0.02) | $ 0.39 | $ (0.94) |
Earnings (loss) per share available to common stockholders—diluted (in dollars per share) | $ 0.12 | $ (0.02) | $ 0.39 | $ (0.94) |
Unvested restricted common stock | ||||
Effect of dilutive securities: | ||||
Unvested restricted common stock and shares related to unvested PSUs (in shares) | 350,528 | 0 | 286,651 | 0 |
Shares related to unvested PSUs | ||||
Effect of dilutive securities: | ||||
Unvested restricted common stock and shares related to unvested PSUs (in shares) | 428,481 | 0 | 436,570 | 0 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unvested restricted common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 0 | 190,554 | 0 | 399,605 |
Shares related to unvested PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 0 | 254,684 | 0 | 279,755 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 26, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Weighted-average interest rate (as a percent) | 4.26% | ||
Total mortgage debt, net of unamortized debt issuance costs | $ 567,369 | $ 578,651 | |
Total debt | 1,366,440 | 1,067,223 | |
Senior unsecured credit facility | 0 | 90,000 | |
Mortgages | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | (1,282) | (1,853) | |
Total mortgage debt, net of unamortized debt issuance costs | 567,369 | 578,651 | |
Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | (929) | (1,428) | |
Total debt | 799,071 | 398,572 | |
Unsecured Term Loan Due October 2023 | Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Principal balance | 0 | $ 50,000 | $ 50,000 |
Unsecured Term Loan Due October 2023 | Unsecured Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.40% | 1.45% | |
Unsecured Term Loan due July 2024 | Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Principal balance | 0 | $ 350,000 | $ 350,000 |
Unsecured Term Loan due July 2024 | Unsecured Term Loan | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.45% | ||
Unsecured Term Loan due January 2028 | Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 500,000 | $ 0 | |
Unsecured Term Loan due January 2028 | Unsecured Term Loan | SOFR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.45% | ||
Unsecured Term Loan due January 2025 | Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 300,000 | 0 | |
Unsecured Term Loan due January 2025 | Unsecured Term Loan | SOFR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.45% | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Senior unsecured credit facility | $ 0 | 90,000 | |
Revolving Credit Facility | Line of Credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.55% | ||
Revolving Credit Facility | Line of Credit | SOFR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Salt Lake City Marriott Downtown at City Creek mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 3.25% | ||
Principal balance | $ 42,220 | 43,570 | |
Westin Washington, D.C. City Center mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 3.99% | ||
Principal balance | $ 54,075 | 55,913 | |
The Lodge at Sonoma Resort mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 3.96% | ||
Principal balance | $ 24,976 | 25,542 | |
Westin San Diego Bayview mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 3.94% | ||
Principal balance | $ 57,312 | 58,600 | |
Courtyard New York Manhattan/Midtown East mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 4.40% | ||
Principal balance | $ 76,595 | 77,882 | |
Worthington Renaissance Fort Worth Hotel mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 3.66% | ||
Principal balance | $ 76,090 | 77,453 | |
Hotel Clio mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 4.33% | ||
Principal balance | $ 57,806 | 58,789 | |
Westin Boston Seaport District mortgage loan | Mortgages | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage (as a percent) | 4.36% | ||
Principal balance | $ 179,577 | $ 182,755 | |
Minimum | Revolving Credit Facility | Line of Credit | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.25% | ||
Minimum | Salt Lake City Marriott Downtown at City Creek mortgage loan | Mortgages | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 1% |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | Sep. 30, 2022 USD ($) loan hotel | Dec. 31, 2021 USD ($) |
Debt Instrument [Line Items] | ||
Number of hotels | hotel | 34 | |
Restricted cash | $ 45,989 | $ 36,887 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Number of hotels | hotel | 8 | |
Number of mortgage loans mature within one year | loan | 4 | |
Debt principal | $ 178,600 | |
Mortgages | Salt Lake City Marriott Downtown at City Creek mortgage loan | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 4,200 |
Debt - Senior Unsecured Credit
Debt - Senior Unsecured Credit Facility and Unsecured Term Loans (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 27, 2022 USD ($) facility | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 26, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||||
Percent of unused portion line of credit facility triggering lower commitment fee (as a percent) | 50% | ||||||
Loss on early extinguishment of debt | $ 9,700 | $ 9,698 | $ 0 | $ 9,698 | $ 0 | ||
Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee (as a percent) | 0.20% | ||||||
Maximum | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee (as a percent) | 0.30% | ||||||
Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Right to increase facility, amount | 1,400,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 400,000 | $ 400,000 | |||||
Borrowings under facility repaid | 150,000 | ||||||
Interest and unused credit facility fees | 1,900 | 300 | 5,100 | 2,000 | |||
Interest incurred on the facility | 4,100 | $ 3,800 | 11,500 | $ 11,100 | |||
Revolving Credit Facility | Line of Credit | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.55% | ||||||
Revolving Credit Facility | Line of Credit | Minimum | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 0.25% | ||||||
Unsecured Term Loan due July 2024 | Unsecured Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal balance | 0 | 0 | $ 350,000 | $ 350,000 | |||
Borrowings under facility repaid | 350,000 | ||||||
Unsecured Term Loan due July 2024 | Unsecured Term Loan | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.45% | ||||||
Unsecured Term Loan Due October 2023 | Unsecured Term Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal balance | $ 0 | $ 0 | $ 50,000 | $ 50,000 | |||
Borrowings under facility repaid | 50,000 | ||||||
Unsecured Term Loan Due October 2023 | Unsecured Term Loan | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 2.40% | 1.45% | |||||
Term Loan Facilities | Line of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 800,000 | ||||||
Number of facilities | facility | 2 |
Debt - Schedule of Applicable M
Debt - Schedule of Applicable Margin (Details) - SOFR | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit | Less than 30% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.40% |
Line of Credit | Greater than or equal to 30% but less than 35% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.45% |
Line of Credit | Greater than or equal to 35% but less than 40% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
Line of Credit | Greater than or equal to 40% but less than 45% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.60% |
Line of Credit | Greater than or equal to 45% but less than 50% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.80% |
Line of Credit | Greater than or equal to 50% but less than 55% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.95% |
Line of Credit | Greater than or equal to 55% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.25% |
Unsecured Term Loan | Less than 30% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.35% |
Unsecured Term Loan | Greater than or equal to 30% but less than 35% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.40% |
Unsecured Term Loan | Greater than or equal to 35% but less than 40% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.45% |
Unsecured Term Loan | Greater than or equal to 40% but less than 45% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.55% |
Unsecured Term Loan | Greater than or equal to 45% but less than 50% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.75% |
Unsecured Term Loan | Greater than or equal to 50% but less than 55% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.85% |
Unsecured Term Loan | Greater than or equal to 55% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2.20% |
Debt - Schedule of Debt Covenan
Debt - Schedule of Debt Covenants (Details) - Senior Unsecured Credit Facility And Unsecured Term Loans | 9 Months Ended |
Sep. 30, 2022 | |
Covenant | |
Line of Credit Facility [Line Items] | |
Maximum leverage ratio | 60% |
Minimum fixed charge coverage ratio | 1.50 |
Secured recourse indebtedness | 45% |
Unencumbered leverage ratio | 60% |
Unencumbered implied debt service coverage ratio | 1.20 |
Actual | |
Line of Credit Facility [Line Items] | |
Maximum leverage ratio | 29.60% |
Minimum fixed charge coverage ratio | 2.99 |
Secured recourse indebtedness | 17.90% |
Unencumbered leverage ratio | 33.40% |
Unencumbered implied debt service coverage ratio | 2.19 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 01, 2022 USD ($) room | Jan. 06, 2022 USD ($) unit room | Mar. 31, 2022 USD ($) unit | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Apr. 07, 2022 unit | Mar. 23, 2022 unit | Dec. 31, 2021 USD ($) | |
Asset Acquisition [Line Items] | ||||||||
Right-of-use assets | $ 99,332 | $ 99,332 | $ 100,212 | |||||
Amortization expense expected annually for remaining useful life | 1,100 | $ 1,100 | ||||||
Tranquility Bay Beachfront Resort | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of hotel rooms acquired | room | 103 | |||||||
Payments to acquire productive assets | $ 63,000 | |||||||
Tranquility Bay Beachfront Resort | Rental Management Agreements | ||||||||
Asset Acquisition [Line Items] | ||||||||
Intangible asset useful life (in years) | 39 years 3 months 18 days | |||||||
Intangible asset, accumulated amortization | 800 | $ 800 | ||||||
Intangible assets, net | 41,600 | 41,600 | ||||||
Amortization expense | $ 200 | $ 800 | ||||||
Tranquility Bay Beachfront Resort | Third Parties | ||||||||
Asset Acquisition [Line Items] | ||||||||
Payments to acquire productive assets | $ 4,100 | |||||||
Number of units owned | unit | 84 | |||||||
Number of units to be acquired | unit | 4 | |||||||
Impairment loss | $ 2,800 | |||||||
Number of units acquired | unit | 2 | 2 | ||||||
Right-of-use assets | $ 45,200 | |||||||
Intangible asset useful life (in years) | 40 years | |||||||
Tranquility Bay Beachfront Resort | Vacation Ownership Intervals | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of units owned | unit | 3 | |||||||
Kimpton Fort Lauderdale Beach Resort | Fort Lauderdale, Florida | ||||||||
Asset Acquisition [Line Items] | ||||||||
Number of hotel rooms acquired | room | 96 | |||||||
Payments to acquire productive assets | $ 35,300 |
Fair Value Measurements and I_3
Fair Value Measurements and Interest Rate Swaps - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | $ 1,366,440 | $ 1,067,223 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying value | 1,366,440 | 1,067,223 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 1,335,615 | $ 1,066,139 |
Fair Value Measurements and I_4
Fair Value Measurements and Interest Rate Swaps - Interest Rate Derivatives (Details) - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Fair Value of Assets (Liabilities) | $ 9,075 | $ (4,927) |
Senior unsecured term loans | ||
Derivative [Line Items] | ||
Rate Fixed | 2.41% | |
Notional Amount | $ 50,000 | |
Fair Value of Assets (Liabilities) | $ 1,008 | (1,565) |
Senior unsecured term loans | ||
Derivative [Line Items] | ||
Rate Fixed | 1.70% | |
Notional Amount | $ 175,000 | |
Fair Value of Assets (Liabilities) | $ 8,067 | $ (3,362) |