Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 209,627,197 | |
Entity Central Index Key | 0001298946 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
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, 2023 | Dec. 31, 2022 |
ASSETS | ||
Property and equipment, net | $ 2,765,646 | $ 2,748,476 |
Right-of-use assets | 97,552 | 99,047 |
Restricted cash | 42,503 | 39,614 |
Due from hotel managers | 167,695 | 176,708 |
Prepaid and other assets | 80,188 | 76,131 |
Cash and cash equivalents | 102,737 | 67,564 |
Total assets | 3,256,321 | 3,207,540 |
Liabilities: | ||
Mortgage and other debt, net of unamortized debt issuance costs | 379,914 | 386,655 |
Unsecured term loans, net of unamortized debt issuance costs | 799,337 | 799,138 |
Senior unsecured credit facility | 0 | 0 |
Total debt | 1,179,251 | 1,185,793 |
Lease liabilities | 111,832 | 110,875 |
Due to hotel managers | 122,746 | 123,682 |
Deferred rent | 68,291 | 65,097 |
Unfavorable contract liabilities, net | 59,825 | 61,069 |
Accounts payable and accrued expenses | 48,940 | 43,120 |
Distributions declared and unpaid | 6,380 | 12,946 |
Deferred income related to key money, net | 8,457 | 8,780 |
Total liabilities | 1,605,722 | 1,611,362 |
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 March 31, 2023 and December 31, 2022 | 48 | 48 |
Common stock, $0.01 par value; 400,000,000 shares authorized; 209,627,197 and 209,374,830 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 2,096 | 2,094 |
Additional paid-in capital | 2,289,501 | 2,288,433 |
Accumulated other comprehensive income | 3,802 | 0 |
Distributions in excess of earnings | (651,533) | (700,694) |
Total stockholders’ equity | 1,643,914 | 1,589,881 |
Noncontrolling interests | 6,685 | 6,297 |
Total equity | 1,650,599 | 1,596,178 |
Total liabilities and equity | $ 3,256,321 | $ 3,207,540 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
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% | |
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) | 209,627,197 | 209,374,830 |
Common stock, shares outstanding (in shares) | 209,627,197 | 209,374,830 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 276,520 | $ 268,208 | $ 811,320 | $ 746,448 |
Operating Expenses: | ||||
Depreciation and amortization | 27,683 | 27,053 | 82,995 | 81,097 |
Impairment losses | 0 | 0 | 941 | 2,843 |
Corporate expenses | 7,526 | 7,516 | 23,677 | 22,275 |
Business interruption insurance income | (537) | 0 | (647) | (499) |
Total operating expenses, net | 233,765 | 220,419 | 688,253 | 620,575 |
Interest expense | 15,973 | 9,072 | 48,712 | 22,866 |
Interest (income) and other (income) expense, net | (772) | 152 | (1,717) | 1,044 |
Loss on early extinguishment of debt | 0 | 9,698 | 0 | 9,698 |
Total other expenses, net | 15,201 | 18,922 | 46,995 | 33,608 |
Income before income taxes | 27,554 | 28,867 | 76,072 | 92,265 |
Income tax expense | (224) | (312) | (420) | (949) |
Net income | 27,330 | 28,555 | 75,652 | 91,316 |
Less: Net income attributable to noncontrolling interests | (58) | (99) | (259) | (315) |
Net income attributable to the Company | 27,272 | 28,456 | 75,393 | 91,001 |
Distributions to preferred stockholders | (2,454) | (2,454) | (7,362) | (7,362) |
Net income attributable to common stockholders | $ 24,818 | $ 26,002 | $ 68,031 | $ 83,639 |
Earnings per share: | ||||
Earnings per share available to common stockholders—basic (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.32 | $ 0.39 |
Earnings per share available to common stockholders—diluted (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.32 | $ 0.39 |
Comprehensive Income: | ||||
Net income | $ 27,330 | $ 28,555 | $ 75,652 | $ 91,316 |
Other comprehensive income: | ||||
Unrealized gain on interest rate derivative instruments | 150 | 0 | 3,533 | 0 |
Unrealized (loss) gain on Rabbi Trust assets | (178) | 0 | 269 | 0 |
Comprehensive income | 27,302 | 28,555 | 79,454 | 91,316 |
Comprehensive income attributable to noncontrolling interests | (89) | (99) | (272) | (315) |
Comprehensive income attributable to the Company | 27,213 | 28,456 | 79,182 | 91,001 |
Rooms | ||||
Revenues: | ||||
Total revenues | 186,334 | 184,994 | 544,325 | 510,189 |
Operating Expenses: | ||||
Operating expenses | 45,773 | 43,899 | 131,092 | 120,374 |
Food and beverage | ||||
Revenues: | ||||
Total revenues | 64,723 | 61,940 | 192,869 | 176,294 |
Operating Expenses: | ||||
Operating expenses | 45,428 | 43,227 | 134,486 | 119,919 |
Other | ||||
Revenues: | ||||
Total revenues | 25,463 | 21,274 | 74,126 | 59,965 |
Operating Expenses: | ||||
Operating expenses | 65,952 | 62,271 | 193,365 | 170,328 |
Management fees | ||||
Operating Expenses: | ||||
Operating expenses | 7,323 | 6,697 | 19,196 | 17,029 |
Franchise fees | ||||
Operating Expenses: | ||||
Operating expenses | 8,913 | 8,709 | 26,393 | 23,212 |
Other property-level expenses | ||||
Operating Expenses: | ||||
Operating expenses | $ 25,704 | $ 21,047 | $ 76,755 | $ 63,997 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Earnings | Noncontrolling Interests |
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 | $ 0 | $ (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 | 1,160 | 951 | 951 | 209 | ||||
Shares redeemed to satisfy withholdings on vested share based compensation | (810) | (810) | $ 2 | (812) | ||||
Other comprehensive income: | ||||||||
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 | 0 | (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 | 0 | (780,931) | 5,750 |
Other comprehensive income: | ||||||||
Unrealized loss on interest rate derivative instruments | 0 | |||||||
Unrealized (loss) gain on Rabbi Trust assets | 0 | |||||||
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 | 0 | (703,747) | 6,186 |
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 | 0 | (780,931) | 5,750 |
Ending balance (in shares) at Dec. 31, 2022 | 4,760,000 | 209,374,830 | ||||||
Ending Balance at Dec. 31, 2022 | 1,596,178 | 1,589,881 | $ 48 | $ 2,094 | 2,288,433 | 0 | (700,694) | 6,297 |
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 | 0 | (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 | 0 | 65 | |||
Redemption of operating partnership units (in shares) | 7,000 | |||||||
Redemption of Operating Partnership units | 0 | 51 | 51 | (51) | ||||
Other comprehensive income: | ||||||||
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 | 0 | (723,294) | 6,189 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions on common stock | (6,480) | (6,455) | (6,455) | (25) | ||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | |||||
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 | $ 0 | 163 | (163) | |||
Other comprehensive income: | ||||||||
Unrealized loss on interest rate derivative instruments | 0 | |||||||
Unrealized (loss) gain on Rabbi Trust assets | 0 | |||||||
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 | 0 | (703,747) | 6,186 |
Beginning balance (in shares) at Dec. 31, 2022 | 4,760,000 | 209,374,830 | ||||||
Beginning Balance at Dec. 31, 2022 | 1,596,178 | 1,589,881 | $ 48 | $ 2,094 | 2,288,433 | 0 | (700,694) | 6,297 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions on common stock | (6,327) | (6,295) | (6,295) | (32) | ||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | |||||
Share-based compensation (in shares) | 804,541 | |||||||
Share-based compensation | 1,967 | 1,827 | 1,827 | 140 | ||||
Shares redeemed to satisfy withholdings on vested share based compensation (in shares) | (333,779) | |||||||
Shares redeemed to satisfy withholdings on vested share based compensation | (3,023) | (3,023) | $ 6 | (3,029) | ||||
Common stock repurchased and retired (in shares) | (56,400) | |||||||
Common stock repurchased and retired | (409) | (409) | $ (2) | (407) | ||||
Other comprehensive income: | ||||||||
Unrealized loss on interest rate derivative instruments | (84) | (84) | (84) | |||||
Unrealized (loss) gain on Rabbi Trust assets | 237 | 237 | 237 | |||||
Net income | 9,188 | 9,156 | 9,156 | 32 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 4,760,000 | 209,789,192 | ||||||
Ending Balance at Mar. 31, 2023 | 1,595,273 | 1,588,836 | $ 48 | $ 2,098 | 2,286,824 | 153 | (700,287) | 6,437 |
Beginning balance (in shares) at Dec. 31, 2022 | 4,760,000 | 209,374,830 | ||||||
Beginning Balance at Dec. 31, 2022 | 1,596,178 | 1,589,881 | $ 48 | $ 2,094 | 2,288,433 | 0 | (700,694) | 6,297 |
Other comprehensive income: | ||||||||
Unrealized loss on interest rate derivative instruments | 3,533 | |||||||
Unrealized (loss) gain on Rabbi Trust assets | 269 | |||||||
Net income | 75,652 | |||||||
Ending balance (in shares) at Sep. 30, 2023 | 4,760,000 | 209,627,197 | ||||||
Ending Balance at Sep. 30, 2023 | 1,650,599 | 1,643,914 | $ 48 | $ 2,096 | 2,289,501 | 3,802 | (651,533) | 6,685 |
Beginning balance (in shares) at Mar. 31, 2023 | 4,760,000 | 209,789,192 | ||||||
Beginning Balance at Mar. 31, 2023 | 1,595,273 | 1,588,836 | $ 48 | $ 2,098 | 2,286,824 | 153 | (700,287) | 6,437 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions on common stock | (6,319) | (6,287) | (6,287) | (32) | ||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | |||||
Share-based compensation (in shares) | 62,500 | |||||||
Share-based compensation | 2,760 | 2,535 | 2,535 | 225 | ||||
Common stock repurchased and retired (in shares) | (262,054) | |||||||
Common stock repurchased and retired | (2,014) | (2,014) | $ (3) | (2,011) | ||||
Other comprehensive income: | ||||||||
Unrealized gain on interest rate derivative instruments | 3,467 | 3,467 | 3,467 | |||||
Unrealized (loss) gain on Rabbi Trust assets | 210 | 210 | 210 | |||||
Net income | 39,134 | 38,965 | 38,965 | 169 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 4,760,000 | 209,589,638 | ||||||
Ending Balance at Jun. 30, 2023 | 1,630,057 | 1,623,258 | $ 48 | $ 2,095 | 2,287,348 | 3,830 | (670,063) | 6,799 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Distributions on common stock | (6,319) | (6,288) | (6,288) | (31) | ||||
Distributions on preferred stock | (2,454) | (2,454) | (2,454) | |||||
Share-based compensation | 2,013 | 1,788 | 1,788 | 225 | ||||
Redemption of operating partnership units (in shares) | 37,559 | |||||||
Redemption of Operating Partnership units | 0 | 366 | $ 1 | 365 | (366) | |||
Other comprehensive income: | ||||||||
Unrealized loss on interest rate derivative instruments | 150 | |||||||
Unrealized gain on interest rate derivative instruments | 150 | 150 | 150 | |||||
Unrealized (loss) gain on Rabbi Trust assets | (178) | (178) | (178) | |||||
Net income | 27,330 | 27,272 | 27,272 | 58 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 4,760,000 | 209,627,197 | ||||||
Ending Balance at Sep. 30, 2023 | $ 1,650,599 | $ 1,643,914 | $ 48 | $ 2,096 | $ 2,289,501 | $ 3,802 | $ (651,533) | $ 6,685 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, dividend declared (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.03 | $ 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, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||||
Net income | $ 27,330 | $ 9,188 | $ 28,555 | $ 10,060 | $ 75,652 | $ 91,316 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 27,683 | 27,053 | 82,995 | 81,097 | |||
Corporate asset depreciation as corporate expenses | 150 | 167 | |||||
Loss on early extinguishment of debt | 0 | 9,698 | 0 | 9,698 | |||
Non-cash lease expense and other amortization | 4,620 | 4,675 | |||||
Non-cash interest rate swap fair value adjustment | 2,033 | (14,002) | |||||
Amortization of debt issuance costs | 1,540 | 1,963 | |||||
Impairment losses | 941 | 2,843 | |||||
Amortization of deferred income related to key money | (323) | (315) | |||||
Share-based compensation | 6,740 | 5,852 | |||||
Changes in assets and liabilities: | |||||||
Prepaid expenses and other assets | (2,022) | (7,505) | |||||
Due to/from hotel managers | 7,377 | (24,585) | |||||
Accounts payable and accrued expenses | 4,983 | 6,821 | |||||
Net cash provided by operating activities | 184,686 | 158,025 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (67,449) | (44,588) | |||||
Acquisition of interest in land | (1,833) | 0 | |||||
Property acquisitions | (31,894) | (106,184) | |||||
Receipt of deferred key money | 0 | 1,000 | |||||
Net cash used in investing activities | (101,176) | (149,772) | |||||
Cash flows from financing activities: | |||||||
Scheduled mortgage debt principal payments | (7,109) | (11,854) | |||||
Proceeds from senior unsecured term loan | 0 | 800,000 | |||||
Repayments of senior unsecured term loans | 0 | (400,000) | |||||
Draws on senior unsecured credit facility | 0 | 110,000 | |||||
Repayments of senior unsecured credit facility | 0 | (200,000) | |||||
Payment of financing costs | 0 | (13,846) | |||||
Distributions on common stock and units | (25,531) | (10) | |||||
Distributions on preferred stock | (7,362) | (7,362) | |||||
Repurchase of common stock | (2,423) | 0 | |||||
Shares redeemed to satisfy tax withholdings on vested share-based compensation | (3,023) | (828) | |||||
Net cash (used in) provided by financing activities | (45,448) | 276,100 | |||||
Net increase in cash, cash equivalents, and restricted cash | 38,062 | 284,353 | |||||
Cash, cash equivalents, and restricted cash at beginning of period | $ 107,178 | $ 75,507 | 107,178 | 75,507 | $ 75,507 | ||
Cash, cash equivalents, and restricted cash at end of period | 145,240 | 359,860 | 145,240 | 359,860 | 107,178 | ||
Supplemental Disclosure of Cash Flow Information: | |||||||
Cash paid for interest | 44,706 | 34,214 | |||||
Cash paid for income taxes, net | 2,645 | 4,599 | |||||
Non-cash investing and financing activities: | |||||||
Unpaid dividends and distributions declared | 6,380 | 6,489 | 6,380 | 6,489 | 12,946 | ||
Accrued capital expenditures | 6,712 | 4,294 | 8,000 | ||||
Redemption of Operating Partnership units for common stock | 365 | 214 | |||||
Cash and cash equivalents | 102,737 | 102,737 | 67,564 | ||||
Restricted cash | 42,503 | 42,503 | 39,614 | ||||
Total cash, cash equivalents and restricted cash | $ 145,240 | $ 359,860 | $ 145,240 | $ 359,860 | $ 107,178 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, we owned 36 hotels with 9,745 guest rooms. 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 owned 99.7% of the limited partnership units (“common OP units”) of our operating partnership as of September 30, 2023. The remaining 0.3% of the common OP units are held by third parties and executive officers of the Company. See Note 9 for additional disclosures related to common OP units. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 United States Generally Accepted Accounting Principles (“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, 2022, included in our Annual Report on Form 10-K filed on February 24, 2023. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect the Company's financial position, results of operations, or cash flows. An adjustment was made to the consolidated statements of operations and comprehensive income for the year ended December 31, 2022 to present other departmental and support expenses and other property-level expenses, which were previously reported in total as other hotel expenses. 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 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 assumptions based on market data (observable inputs) and a reporting entity’s own assumptions (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: • Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable • Level 3 - Model-derived valuations with unobservable inputs 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 and comprehensive income. 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. We maintain cash and cash equivalents balances in excess of insured limits with various financial institutions. This may subject us to significant concentrations of credit risk. We perform periodic evaluations of the credit quality of these financial institutions. 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, spa 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, 2023 and December 31, 2022, we had a valuation allowance of $8.4 million and $11.0 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 and comprehensive income. 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, 2023 or December 31, 2022. Intangible Assets and Liabilities Intangible assets and liabilities recorded may include trade name, management or franchise agreement intangibles, right-to-manage 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. Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing net income 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 The purpose of reporting comprehensive income is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income consists of net income and other comprehensive income. 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. For derivative instruments for which we have not elected hedge accounting, changes in the fair value of derivatives are recorded each period and are included in interest expense in the consolidated statements of operations and comprehensive income. For derivative instruments for which we have elected hedge accounting treatment, unrealized gains and losses of hedging instruments are reported in other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. 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 9 for additional details. On the consolidated statements of operations and comprehensive income, 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 and comprehensive income. Debt issuance costs related to our senior unsecured credit facility 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 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 and comprehensive income. If a refinancing of our debt is considered an extinguishment, unamortized debt issuance costs are included in the gain or loss on extinguishment. All fees paid to or received from creditors are included in the gain or loss on extinguishment. Fees paid to third parties are capitalized as debt issuance costs. If a refinancing of our debt is considered a modification, the net debt issuance costs at the time of modification are amortized over the remaining life of the modified debt. 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. If we purchase an underlying asset prior to the termination of the lease term, the right-of-use asset and related lease liability is reversed and the net gain or loss is recorded as part of the acquisition basis. 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment as of September 30, 2023 and December 31, 2022 consists of the following (in thousands): September 30, 2023 December 31, 2022 Land $ 590,661 $ 577,861 Land improvements 7,994 7,994 Buildings and site improvements 2,865,198 2,798,654 Furniture, fixtures and equipment 557,145 525,901 Construction in progress 21,354 32,422 4,042,352 3,942,832 Less: accumulated depreciation (1,276,706) (1,194,356) $ 2,765,646 $ 2,748,476 As of September 30, 2023 and December 31, 2022, we had accrued capital expenditures of $6.7 million and $8.0 million, respectively. During the nine months ended September 30, 2023, we recorded an impairment loss of $0.9 million related to the write-off of construction in progress that was determined not to be recoverable. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2023 Acquisition On August 1, 2023, we acquired the 117-room Chico Hot Springs Resort and an adjacent ranch located in Pray, Montana for $31.9 million, including prorations and transaction costs. The acquisition was funded with corporate cash. 2022 Acquisitions On January 6, 2022, we acquired the 103-room Tranquility Bay Beachfront Resort located in Marathon, Florida, for $62.4 million, including 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. We estimated the fair value of the right-to-manage intangible using a discounted cash flow model, which calculated a present value of expected future cash flows over the remaining term of agreements, including expected renewal periods, with a discount rate of 12% and reversion rate of 9.25%. 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, 2023 is approximately 38.3 years. As of September 30, 2023 and December 31, 2022, the intangible asset was $40.5 million and $41.3 million, net of accumulated amortization of $1.9 million and $1.1 million, respectively, and is recorded within prepaid and other assets on the accompanying consolidated balance sheet. Amortization expense for the three and nine months ended September 30, 2023 was $0.3 million and $0.8 million, respectively. Amortization expense for the three and nine months ended September 30, 2022 was $0.2 million and $0.8 million, respectively. Amortization expense is expected to be $1.1 million annually for the remaining useful life of the asset. On April 1, 2022, we acquired the 96-room Kimpton Fort Lauderdale Beach Resort located in Fort Lauderdale, Florida for $35.6 million, including prorations and transaction costs. The acquisition was funded with corporate cash. On November 21, 2022, we acquired the 40-room Lake Austin Spa Resort located in Austin, Texas for $75.8 million, |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth information regarding the Company’s debt as of September 30, 2023 and December 31, 2022 (dollars in thousands): Principal Balance as of Loan Interest Rate as of September 30, 2023 Maturity Date September 30, 2023 December 31, 2022 Courtyard New York Manhattan/Midtown East mortgage loan 4.40% August 2024 $ 74,808 $ 76,153 Worthington Renaissance Fort Worth Hotel mortgage loan 3.66% May 2025 74,210 75,625 Hotel Clio mortgage loan 4.33% July 2025 56,443 57,469 Westin Boston Seaport District mortgage loan 4.36% November 2025 175,164 178,487 Unamortized debt issuance costs (711) (1,079) Total mortgage debt, net of unamortized debt issuance costs 379,914 386,655 Unsecured term loan SOFR + 1.35% January 2028 500,000 500,000 Unsecured term loan SOFR + 1.35% January 2025 (1) 300,000 300,000 Unamortized debt issuance costs (663) (862) Unsecured term loans, net of unamortized debt issuance costs 799,337 799,138 Senior unsecured credit facility SOFR + 1.40% September 2026 (1) — — Total debt, net of unamortized debt issuance costs $ 1,179,251 $ 1,185,793 Weighted-Average Interest Rate (2) 5.07% _______________________ (1) Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. (2) Weighted-average interest rate as of September 30, 2023 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, 2023, four of our 36 hotels were secured by mortgage debt. We have one mortgage loan that matures within one year, which has a principal balance of $74.8 million as of September 30, 2023. We intend to repay this mortgage loan using cash flow from operations or available capacity on our senior unsecured credit facility, which is sufficient to meet the principal due within the next twelve months. 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 December 31, 2022, we had $2.9 million held in cash traps, which is included within the restricted cash on the accompanying consolidated balance sheet. As of September 30, 2023, all cash traps had been released. Senior Unsecured Credit Facility and Unsecured Term Loans We are party to a Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) that provides us with a $400 million senior unsecured revolving credit facility and two term loan facilities in the aggregate amount of $800 million. The revolving credit facility matures on September 27, 2026, which we may extend for an additional year upon the payment of applicable fees and 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 have the right to increase the aggregate amount of the facilities to $1.4 billion upon the satisfaction of certain standard conditions. 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 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 Credit Agreement contains various financial covenants. A summary of the most significant covenants is as follows: Actual at Covenant September 30, 2023 Maximum leverage ratio (1) 60% 28.3% Minimum fixed charge coverage ratio (2) 1.50x 3.08x Secured recourse indebtedness Less than 45% of Total Asset Value 11.0% Unencumbered leverage ratio 60% 28.4% Unencumbered implied debt service coverage ratio 1.20x 2.65x _____________________________ (1) Leverage ratio is net indebtedness, as defined in the Credit Agreement, 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 Agreement as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same most recently ending 12-month period. The components of the Company's interest expense consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Mortgage debt interest $ 4,130 $ 6,233 $ 12,331 $ 18,322 Unsecured term loan interest 11,019 4,104 31,867 11,568 Credit facility interest and unused fees 311 1,863 941 5,015 Amortization of debt issuance costs and debt premium 513 652 1,540 1,963 Interest rate swap mark-to-market — (3,780) 2,033 (14,002) $ 15,973 $ 9,072 $ 48,712 $ 22,866 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives As of September 30, 2023 and December 31, 2022 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk (in thousands): Fair Value of Assets (Liabilities) Hedged Debt Type Fixed Rate Index Effective Date Maturity Date Notional Amount September 30, December 31, 2022 Senior unsecured term loans Swap (1) 2.21 % SOFR December 28, 2022 October 18, 2023 $ 25,000 $ 37 $ 517 Senior unsecured term loans Swap (1) 2.21 % SOFR December 28, 2022 October 18, 2023 $ 25,000 37 515 Senior unsecured term loans Swap (1) 1.63 % SOFR November 28, 2022 July 25, 2024 $ 87,500 2,624 3,979 Senior unsecured term loans Swap (1) 1.63 % SOFR November 28, 2022 July 25, 2024 $ 87,500 2,621 3,976 Senior unsecured term loans Swap 3.36 % SOFR March 1, 2023 January 1, 2028 $ 75,000 2,892 — Senior unsecured term loans Swap 3.50 % SOFR March 1, 2023 January 1, 2027 $ 75,000 2,277 — $ 10,488 $ 8,987 ______________________ (1) Swap was designated as cash flow hedge as of April 1, 2023. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish these objectives, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Derivative assets are included in prepaid expenses and other assets and derivative liabilities are included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. The changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2023, such derivatives were used to hedge the variable cash flows associated with variable-rate debt. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the variable-rate debt. 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 table below details the location in the consolidated financial statements of the gains and losses recognized on derivative financial statements for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Effect of derivative instruments Location in Statements of Operations and Comprehensive Income 2023 2022 2023 2022 Gain recognized in other comprehensive income Unrealized loss on interest rate derivative instruments $ 150 $ — $ 3,533 $ — Interest income for derivatives that were designated as cash flow hedges Interest expense $ (2,694) $ — $ (5,235) $ — Interest (income) expense for derivatives that were not designated as cash flow hedges Interest expense $ — $ (3,972) $ 469 $ (12,615) During the next twelve months, the Company estimates that $4.1 million will be reclassified from other comprehensive income as a decrease to interest expense. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of certain financial assets and liabilities and other financial instruments as of September 30, 2023 and December 31, 2022, in thousands, is as follows: September 30, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Debt $ 1,179,251 $ 1,157,432 $ 1,185,793 $ 1,148,533 _______________ (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 carrying amount of our other financial instruments approximate fair value due to the short-term nature of these financial instruments. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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 one parking area as of September 30, 2023. 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, 2023, our operating leases have a weighted-average remaining lease term of 64 years and a weighted-average discount rate of 5.78%. The components of operating lease expense, which is included in other hotel expenses in our consolidated statements of operations and comprehensive income, 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, 2023 2022 2023 2022 Operating lease cost $ 2,754 $ 2,797 $ 8,278 $ 8,370 Variable lease payments $ 399 $ 447 $ 1,156 $ 1,210 Cash paid for amounts included in the measurement of operating lease liabilities $ 981 $ 1,011 $ 2,942 $ 2,990 Maturities of lease liabilities as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (excluding the nine months ended September 30, 2023) $ 982 2024 3,966 2025 4,026 2026 4,594 2027 4,737 Thereafter 752,819 Total lease payments 771,124 Less imputed interest (659,292) Total lease liabilities $ 111,832 On April 20, 2023, we acquired the fee simple interest in a land parcel underlying the parking structure at the Worthington Renaissance Fort Worth Hotel, which had been subject to a ground lease, for $1.8 million. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity Common Shares We are authorized by our charter to issue up to 400 million shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets legally available for the payment of dividends when authorized by our board of directors. We maintain 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. Our board of directors has authorized a share repurchase program pursuant to which we are authorized 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. The share repurchase program does not obligate us to acquire any particular amount of shares, and may be suspended or discontinued at any time at our discretion. During the nine months ended September 30, 2023, we repurchased 318,454 shares of common stock at an average price of $7.60 per share for a total purchase price of $2.4 million. During the year ended December 31, 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 3, 2023, we have $185.3 million of authorized capacity remaining under the share repurchase program. Preferred Shares We are authorized by our charter 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, 2023 and December 31, 2022, there were 4,760,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock (“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, then valued 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 10 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 10 for additional disclosures related to LTIP units. There were 723,166 and 719,542 common OP units held by unaffiliated third parties and executive officers of the Company as of September 30, 2023 and December 31, 2022, respectively. There were 314,137 and 98,050 unvested LTIP units outstanding as of September 30, 2023 and December 31, 2022, respectively. Dividends and Distributions We have paid the following dividends to holders of our common stock and distributions to holders of common OP units and LTIP units during 2023 and through the date of this report: Payment Date Record Date Dividend January 12, 2023 December 30, 2022 $ 0.06 April 12, 2023 March 31, 2023 $ 0.03 July 12, 2023 June 30, 2023 $ 0.03 October 12, 2023 September 29, 2023 $ 0.03 We have paid the following dividends to holders of our Series A Preferred Stock during 2023 and through the date of this report: Payment Date Record Date Dividend March 31, 2023 March 17, 2023 $ 0.515625 June 30, 2023 June 20, 2023 $ 0.515625 September 29, 2023 September 18, 2023 $ 0.515625 |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2023 | |
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”), which we have fully committed as of September 30, 2023. Restricted Stock Awards Restricted stock awards issued to our officers and employees generally vest over a three Number of Weighted- Unvested balance at January 1, 2023 1,356,937 $ 9.47 Granted 247,762 8.94 Vested (382,822) 9.60 Forfeited (21,184) 9.13 Unvested balance at September 30, 2023 1,200,693 $ 9.33 The total unvested restricted stock awards as of September 30, 2023 are expected to vest as follows: 513,251 shares during 2024, 329,103 shares during 2025, 344,918 shares during 2026, 6,712 shares during 2027, and 6,709 shares during 2028. As of September 30, 2023, the unrecognized compensation cost related to restricted stock awards was $6.4 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 25 months. We recorded $1.0 million and $1.1 million of compensation expense related to restricted stock awards for each of the three months ended September 30, 2023 and 2022, respectively. We recorded $3.1 million and $3.2 million of compensation expense related to restricted stock awards for each of the nine months ended September 30, 2023 and 2022, respectively. Performance Stock Units Performance stock units (“PSUs”) are restricted stock units that vest three issued to each executive officer is based on the Company's achievement of certain performance targets. Under this framework, 50% of the PSUs are based on relative total stockholder return and 50% on hotel market share improvement. The achievement of certain levels of total stockholder return relative to the total stockholder return of a peer group of publicly-traded lodging REITs is measured over a three-year performance period. There is no payout of shares of our common stock if our total stockholder return falls below the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if our total stockholder return is equal to or greater than the 75th percentile of the total stockholder returns of the peer group. The number of PSUs earned is limited to 100% of the PSU Target Award if the Company's total stockholder return is negative for the performance period. The improvement in market share for each of our hotels is generally measured over a three-year performance period based on a report prepared for each hotel by STR Global, a well-recognized benchmarking service for the hospitality industry. There is no payout of shares of our common stock if the percentage of our hotels with market share improvements is less than 30%. The maximum number of shares of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is earned if the percentage of our hotels with market share improvements is greater than or equal to 75%. 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 and comprehensive income. 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. The determination of the grant-date fair values of outstanding awards based on our relative stockholder return included the following assumptions: Award Grant Date Volatility Risk-Free Rate Total Stockholder Return PSUs Hotel Market Share PSUs March 2, 2021 68.8% 0.26% $9.28 $9.40 February 22, 2022 71.4% 1.74% $9.84 $9.56 August 9, 2022 73.3% 3.20% $9.65 $9.32 February 23, 2023 74.5% 4.40% $9.22 $8.94 A summary of our PSUs from January 1, 2023 to September 30, 2023 is as follows: Number of Weighted- Unvested balance at January 1, 2023 950,653 $ 9.35 Granted 363,523 9.08 Additional units from dividends 14,068 8.42 Vested (1) (299,766) 9.01 Unvested balance at September 30, 2023 1,028,478 $ 9.34 ______________________ (1) The number of shares of common stock earned for the PSUs vested in 2023 was equal to 103.4% of the PSU Target Award. The total unvested PSUs as of September 30, 2023 are expected to vest as follows: 299,791 units during 2024, 326,909 units during 2025, 366,210 units during 2026, and 35,568 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, 2023, the unrecognized compensation cost related to the PSUs was $4.9 million and is expected to be recognized on a straight-line basis over a weighted average period of 26 months. We recorded $0.8 million and $0.7 million of compensation expense related to the PSUs for the three months ended September 30, 2023 and 2022, respectively. We recorded $2.3 million and $1.6 million of compensation expense related to the PSUs for the nine months ended September 30, 2023 and 2022, respectively LTIP Units LTIP units are designed to offer executives a long-term incentive comparable to restricted stock, while potentially allowing them 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, 2023 to September 30, 2023 is as follows: Number of Units Weighted- Unvested balance at January 1, 2023 98,050 $ 9.39 Granted 257,270 8.94 Vested (1) (41,183) 9.49 Unvested balance at September 30, 2023 314,137 $ 9.01 ______________________ (1) As of September 30, 2023, 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, 2023 are expected to vest as follows: 99,974 during 2024 and 2025, respectively, 99,973 during 2026, and 14,216 during 2027. As of September 30, 2023, the unrecognized compensation cost related to LTIP unit awards was $2.4 million and the weighted-average period over which the unrecognized compensation expense will be recorded is approximately 33 months. We recorded $0.2 million and $0.1 million of compensation expense related to LTIP unit awards for the three months ended September 30, 2023 and 2022, respectively. We recorded $0.6 million and $0.4 million of compensation expense related to LTIP unit awards for the nine months ended September 30, 2023 and 2022, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic EPS is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is calculated by dividing net income available to common stockholders that has been adjusted for dilutive securities, by the weighted-average number of common shares outstanding including dilutive securities. 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, 2023 2022 2023 6 2022 Numerator: Net income attributable to common stockholders $ 24,818 $ 26,002 $ 68,031 $ 83,639 Dividends declared on unvested share-based compensation — — — — Net income available to common stockholders $ 24,818 $ 26,002 $ 68,031 $ 83,639 Denominator: Weighted-average number of common shares outstanding—basic 211,490,571 212,878,364 211,525,596 212,736,133 Effect of dilutive securities: Unvested restricted common stock 359,711 350,528 278,217 286,651 Shares related to unvested PSUs 354,707 428,481 325,899 436,570 Weighted-average number of common shares outstanding—diluted 212,204,989 213,657,373 212,129,712 213,459,354 Earnings per share: Earnings per share available to common stockholders—basic $ 0.12 $ 0.12 $ 0.32 $ 0.39 Earnings per share available to common stockholders—diluted $ 0.12 $ 0.12 $ 0.32 $ 0.39 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 other 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 and comprehensive income. The outcome of claims, lawsuits and legal proceedings brought against the Company, however, is subject to significant uncertainties. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 27,272 | $ 28,456 | $ 75,393 | $ 91,001 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 United States Generally Accepted Accounting Principles (“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, 2022, included in our Annual Report on Form 10-K filed on February 24, 2023. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications did not affect the Company's financial position, results of operations, or cash flows. An adjustment was made to the consolidated statements of operations and comprehensive income for the year ended December 31, 2022 to present other departmental and support expenses and other property-level expenses, which were previously reported in total as other hotel expenses. |
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 UncertaintiesThe 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 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 assumptions based on market data (observable inputs) and a reporting entity’s own assumptions (unobservable inputs). The hierarchy ranks the quality and reliability of inputs used to determine fair value, which are then classified and disclosed in one of the three categories. The three levels are as follows: • Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 - Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets in markets that are not active and model-derived valuations whose inputs are observable • Level 3 - Model-derived valuations with unobservable inputs |
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 and comprehensive income. 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. We maintain cash and cash equivalents balances in excess of insured limits with various financial institutions. This may subject us to significant concentrations of credit risk. We perform periodic evaluations of the credit quality of these financial institutions. |
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, spa 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, 2023 and December 31, 2022, we had a valuation allowance of $8.4 million and $11.0 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 and comprehensive income. 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, 2023 or December 31, 2022. |
Intangible Assets and Liabilities | Intangible Assets and LiabilitiesIntangible assets and liabilities recorded may include trade name, management or franchise agreement intangibles, right-to-manage 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. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is calculated by dividing net income |
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 The purpose of reporting comprehensive income is to report a measure of all changes in equity of an entity that result from recognized transactions and other economic events of the period other than transactions with owners in their capacity as owners. Comprehensive income consists of net income and other comprehensive income. |
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. For derivative instruments for which we have not elected hedge accounting, changes in the fair value of derivatives are recorded each period and are included in interest expense in the consolidated statements of operations and comprehensive income. For derivative instruments for which we have elected hedge accounting treatment, unrealized gains and losses of hedging instruments are reported in other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. |
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 9 for additional details. On the consolidated statements of operations and comprehensive income, 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 and comprehensive income. Debt issuance costs related to our senior unsecured credit facility 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 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 and comprehensive income. |
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. 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. If we purchase an underlying asset prior to the termination of the lease term, the right-of-use asset and related lease liability is reversed and the net gain or loss is recorded as part of the acquisition basis. |
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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2023 and December 31, 2022 consists of the following (in thousands): September 30, 2023 December 31, 2022 Land $ 590,661 $ 577,861 Land improvements 7,994 7,994 Buildings and site improvements 2,865,198 2,798,654 Furniture, fixtures and equipment 557,145 525,901 Construction in progress 21,354 32,422 4,042,352 3,942,832 Less: accumulated depreciation (1,276,706) (1,194,356) $ 2,765,646 $ 2,748,476 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | The following table sets forth information regarding the Company’s debt as of September 30, 2023 and December 31, 2022 (dollars in thousands): Principal Balance as of Loan Interest Rate as of September 30, 2023 Maturity Date September 30, 2023 December 31, 2022 Courtyard New York Manhattan/Midtown East mortgage loan 4.40% August 2024 $ 74,808 $ 76,153 Worthington Renaissance Fort Worth Hotel mortgage loan 3.66% May 2025 74,210 75,625 Hotel Clio mortgage loan 4.33% July 2025 56,443 57,469 Westin Boston Seaport District mortgage loan 4.36% November 2025 175,164 178,487 Unamortized debt issuance costs (711) (1,079) Total mortgage debt, net of unamortized debt issuance costs 379,914 386,655 Unsecured term loan SOFR + 1.35% January 2028 500,000 500,000 Unsecured term loan SOFR + 1.35% January 2025 (1) 300,000 300,000 Unamortized debt issuance costs (663) (862) Unsecured term loans, net of unamortized debt issuance costs 799,337 799,138 Senior unsecured credit facility SOFR + 1.40% September 2026 (1) — — Total debt, net of unamortized debt issuance costs $ 1,179,251 $ 1,185,793 Weighted-Average Interest Rate (2) 5.07% _______________________ (1) Maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. (2) Weighted-average interest rate as of September 30, 2023 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, 2023 Maximum leverage ratio (1) 60% 28.3% Minimum fixed charge coverage ratio (2) 1.50x 3.08x Secured recourse indebtedness Less than 45% of Total Asset Value 11.0% Unencumbered leverage ratio 60% 28.4% Unencumbered implied debt service coverage ratio 1.20x 2.65x _____________________________ (1) Leverage ratio is net indebtedness, as defined in the Credit Agreement, 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. |
Schedule of Components of Interest Expense | The components of the Company's interest expense consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Mortgage debt interest $ 4,130 $ 6,233 $ 12,331 $ 18,322 Unsecured term loan interest 11,019 4,104 31,867 11,568 Credit facility interest and unused fees 311 1,863 941 5,015 Amortization of debt issuance costs and debt premium 513 652 1,540 1,963 Interest rate swap mark-to-market — (3,780) 2,033 (14,002) $ 15,973 $ 9,072 $ 48,712 $ 22,866 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | As of September 30, 2023 and December 31, 2022 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk (in thousands): Fair Value of Assets (Liabilities) Hedged Debt Type Fixed Rate Index Effective Date Maturity Date Notional Amount September 30, December 31, 2022 Senior unsecured term loans Swap (1) 2.21 % SOFR December 28, 2022 October 18, 2023 $ 25,000 $ 37 $ 517 Senior unsecured term loans Swap (1) 2.21 % SOFR December 28, 2022 October 18, 2023 $ 25,000 37 515 Senior unsecured term loans Swap (1) 1.63 % SOFR November 28, 2022 July 25, 2024 $ 87,500 2,624 3,979 Senior unsecured term loans Swap (1) 1.63 % SOFR November 28, 2022 July 25, 2024 $ 87,500 2,621 3,976 Senior unsecured term loans Swap 3.36 % SOFR March 1, 2023 January 1, 2028 $ 75,000 2,892 — Senior unsecured term loans Swap 3.50 % SOFR March 1, 2023 January 1, 2027 $ 75,000 2,277 — $ 10,488 $ 8,987 ______________________ (1) Swap was designated as cash flow hedge as of April 1, 2023. |
Schedule of Gains and Losses Recognized on Derivative Financial Statements | The table below details the location in the consolidated financial statements of the gains and losses recognized on derivative financial statements for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Effect of derivative instruments Location in Statements of Operations and Comprehensive Income 2023 2022 2023 2022 Gain recognized in other comprehensive income Unrealized loss on interest rate derivative instruments $ 150 $ — $ 3,533 $ — Interest income for derivatives that were designated as cash flow hedges Interest expense $ (2,694) $ — $ (5,235) $ — Interest (income) expense for derivatives that were not designated as cash flow hedges Interest expense $ — $ (3,972) $ 469 $ (12,615) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022, in thousands, is as follows: September 30, 2023 December 31, 2022 Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value Debt $ 1,179,251 $ 1,157,432 $ 1,185,793 $ 1,148,533 _______________ (1) The carrying amount of debt is net of unamortized debt issuance costs. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 comprehensive income, 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, 2023 2022 2023 2022 Operating lease cost $ 2,754 $ 2,797 $ 8,278 $ 8,370 Variable lease payments $ 399 $ 447 $ 1,156 $ 1,210 Cash paid for amounts included in the measurement of operating lease liabilities $ 981 $ 1,011 $ 2,942 $ 2,990 |
Schedule of Operating Lease Maturities | Maturities of lease liabilities as of September 30, 2023 are as follows (in thousands): Year Ending December 31, 2023 (excluding the nine months ended September 30, 2023) $ 982 2024 3,966 2025 4,026 2026 4,594 2027 4,737 Thereafter 752,819 Total lease payments 771,124 Less imputed interest (659,292) Total lease liabilities $ 111,832 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 and through the date of this report: Payment Date Record Date Dividend January 12, 2023 December 30, 2022 $ 0.06 April 12, 2023 March 31, 2023 $ 0.03 July 12, 2023 June 30, 2023 $ 0.03 October 12, 2023 September 29, 2023 $ 0.03 We have paid the following dividends to holders of our Series A Preferred Stock during 2023 and through the date of this report: Payment Date Record Date Dividend March 31, 2023 March 17, 2023 $ 0.515625 June 30, 2023 June 20, 2023 $ 0.515625 September 29, 2023 September 18, 2023 $ 0.515625 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards | A summary of our restricted stock awards from January 1, 2023 to September 30, 2023 is as follows: Number of Weighted- Unvested balance at January 1, 2023 1,356,937 $ 9.47 Granted 247,762 8.94 Vested (382,822) 9.60 Forfeited (21,184) 9.13 Unvested balance at September 30, 2023 1,200,693 $ 9.33 |
Schedule of Fair Value Assumptions | The determination of the grant-date fair values of outstanding awards based on our relative stockholder return included the following assumptions: Award Grant Date Volatility Risk-Free Rate Total Stockholder Return PSUs Hotel Market Share PSUs March 2, 2021 68.8% 0.26% $9.28 $9.40 February 22, 2022 71.4% 1.74% $9.84 $9.56 August 9, 2022 73.3% 3.20% $9.65 $9.32 February 23, 2023 74.5% 4.40% $9.22 $8.94 |
Schedule of Nonvested Performance-based Units Activity | A summary of our PSUs from January 1, 2023 to September 30, 2023 is as follows: Number of Weighted- Unvested balance at January 1, 2023 950,653 $ 9.35 Granted 363,523 9.08 Additional units from dividends 14,068 8.42 Vested (1) (299,766) 9.01 Unvested balance at September 30, 2023 1,028,478 $ 9.34 ______________________ (1) The number of shares of common stock earned for the PSUs vested in 2023 was equal to 103.4% of the PSU Target Award. |
Schedule of LTIP Units | A summary of our LTIP units from January 1, 2023 to September 30, 2023 is as follows: Number of Units Weighted- Unvested balance at January 1, 2023 98,050 $ 9.39 Granted 257,270 8.94 Vested (1) (41,183) 9.49 Unvested balance at September 30, 2023 314,137 $ 9.01 ______________________ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings 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, 2023 2022 2023 6 2022 Numerator: Net income attributable to common stockholders $ 24,818 $ 26,002 $ 68,031 $ 83,639 Dividends declared on unvested share-based compensation — — — — Net income available to common stockholders $ 24,818 $ 26,002 $ 68,031 $ 83,639 Denominator: Weighted-average number of common shares outstanding—basic 211,490,571 212,878,364 211,525,596 212,736,133 Effect of dilutive securities: Unvested restricted common stock 359,711 350,528 278,217 286,651 Shares related to unvested PSUs 354,707 428,481 325,899 436,570 Weighted-average number of common shares outstanding—diluted 212,204,989 213,657,373 212,129,712 213,459,354 Earnings per share: Earnings per share available to common stockholders—basic $ 0.12 $ 0.12 $ 0.32 $ 0.39 Earnings per share available to common stockholders—diluted $ 0.12 $ 0.12 $ 0.32 $ 0.39 |
Organization (Details)
Organization (Details) | 9 Months Ended |
Sep. 30, 2023 hotel room | |
Real Estate Properties [Line Items] | |
Number of hotels | hotel | 36 |
Number of rooms in hotels, resorts and senior loan secured facility (in rooms) | room | 9,745 |
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% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Valuation allowance | $ 8.4 | $ 11 |
Accrual for tax uncertainties | $ 0 | $ 0 |
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, 2023 | Dec. 31, 2022 |
Property and Equipment | ||
Property and equipment, at cost | $ 4,042,352 | $ 3,942,832 |
Less: accumulated depreciation | (1,276,706) | (1,194,356) |
Property and equipment, net | 2,765,646 | 2,748,476 |
Land | ||
Property and Equipment | ||
Property and equipment, at cost | 590,661 | 577,861 |
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 | 2,865,198 | 2,798,654 |
Furniture, fixtures and equipment | ||
Property and Equipment | ||
Property and equipment, at cost | 557,145 | 525,901 |
Construction in progress | ||
Property and Equipment | ||
Property and equipment, at cost | $ 21,354 | $ 32,422 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Accrued capital expenditures | $ 6,712 | $ 4,294 | $ 8,000 | ||
Impairment loss | $ 0 | $ 0 | $ 941 | $ 2,843 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 01, 2023 USD ($) hotel | Nov. 21, 2022 USD ($) room | Apr. 01, 2022 USD ($) room | Jan. 06, 2022 USD ($) unit hotel | Mar. 31, 2022 USD ($) unit | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Apr. 07, 2022 unit | Mar. 23, 2022 unit | |
Asset Acquisition [Line Items] | ||||||||||||
Right-of-use assets | $ 97,552 | $ 97,552 | $ 99,047 | |||||||||
Chico Hot Springs Resort & Day Spa | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Number of hotel rooms acquired | hotel | 117 | |||||||||||
Tranquility Bay Beachfront Resort | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Number of hotel rooms acquired | hotel | 103 | |||||||||||
Payments to acquire productive assets | $ 31,900 | $ 62,400 | $ 4,100 | |||||||||
Impairment loss | $ 2,800 | |||||||||||
Amortization expense expected annually for remaining useful life | $ 1,100 | $ 1,100 | ||||||||||
Tranquility Bay Beachfront Resort | Rental Management Agreements | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Intangible asset useful life (in years) | 38 years 3 months 18 days | 38 years 3 months 18 days | ||||||||||
Intangible asset, accumulated amortization | $ 1,900 | $ 1,900 | 1,100 | |||||||||
Intangible assets, net | 40,500 | 40,500 | $ 41,300 | |||||||||
Amortization expense | $ 300 | $ 200 | $ 800 | $ 800 | ||||||||
Tranquility Bay Beachfront Resort | Third Parties | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Number of units owned | unit | 84 | |||||||||||
Number of units to be acquired | unit | 4 | 4 | ||||||||||
Number of units acquired | unit | 2 | 2 | ||||||||||
Right-of-use assets | $ 45,200 | |||||||||||
Tranquility Bay Beachfront Resort | Third Parties | Rental Management Agreements | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Intangible asset useful life (in years) | 40 years | |||||||||||
Tranquility Bay Beachfront Resort | Third Parties | Rental Management Agreements | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Servicing asset, measurement input | 0.12 | |||||||||||
Tranquility Bay Beachfront Resort | Third Parties | Rental Management Agreements | Measurement Input, Reversion Rate | Valuation Technique, Discounted Cash Flow | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Servicing asset, measurement input | 0.0925 | |||||||||||
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 | $ 35,600 | |||||||||||
Lake Austin Spa Resort | Fort Lauderdale, Florida | ||||||||||||
Asset Acquisition [Line Items] | ||||||||||||
Number of hotel rooms acquired | room | 40 | |||||||||||
Payments to acquire productive assets | $ 75,800 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Weighted-average interest rate (as a percent) | 5.07% | |
Total mortgage debt, net of unamortized debt issuance costs | $ 379,914 | $ 386,655 |
Total debt | 1,179,251 | 1,185,793 |
Senior unsecured credit facility | 0 | 0 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | (711) | (1,079) |
Total mortgage debt, net of unamortized debt issuance costs | 379,914 | 386,655 |
Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Unamortized debt issuance costs | (663) | (862) |
Total debt | 799,337 | 799,138 |
Unsecured Term Loan Due January 2028 | Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 500,000 | 500,000 |
Unsecured Term Loan Due January 2028 | Unsecured Term Loan | SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.35% | |
Unsecured Term Loan due January 2025 | Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 300,000 | 300,000 |
Unsecured Term Loan due January 2025 | Unsecured Term Loan | SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.35% | |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Senior unsecured credit facility | $ 0 | 0 |
Revolving Credit Facility | Line of Credit | SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.40% | |
Courtyard New York Manhattan/Midtown East mortgage loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (as a percent) | 4.40% | |
Principal balance | $ 74,808 | 76,153 |
Worthington Renaissance Fort Worth Hotel mortgage loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (as a percent) | 3.66% | |
Principal balance | $ 74,210 | 75,625 |
Hotel Clio mortgage loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (as a percent) | 4.33% | |
Principal balance | $ 56,443 | 57,469 |
Westin Boston Seaport District mortgage loan | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage (as a percent) | 4.36% | |
Principal balance | $ 175,164 | $ 178,487 |
Debt - Mortgage Debt (Details)
Debt - Mortgage Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) hotel | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | ||
Number of hotels | hotel | 36 | |
Restricted cash | $ 42,503 | $ 39,614 |
Mortgages | ||
Debt Instrument [Line Items] | ||
Number of hotels | hotel | 4 | |
Mortgages | Courtyard New York Manhattan/Midtown East mortgage loan | ||
Debt Instrument [Line Items] | ||
Principal balance | $ 74,808 | 76,153 |
Mortgages | Salt Lake City Marriott Downtown at City Creek mortgage loan | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 2,900 |
Debt - Senior Unsecured Credit
Debt - Senior Unsecured Credit Facility and Unsecured Term Loans (Details) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 27, 2022 USD ($) facility |
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Right to increase facility, amount | $ 1,400,000,000 | ||
Revolving Credit Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 400,000,000 | ||
Term Loan Facilities | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 800,000,000 | ||
Number of facilities | facility | 2 | ||
Unsecured Term Loan Due January 2028 | Unsecured Term Loan | |||
Line of Credit Facility [Line Items] | |||
Principal balance | $ 500,000,000 | $ 500,000,000 | |
Unsecured Term Loan due January 2025 | Unsecured Term Loan | |||
Line of Credit Facility [Line Items] | |||
Principal balance | $ 300,000,000 | $ 300,000,000 |
Debt - Schedule of Applicable M
Debt - Schedule of Applicable Margin (Details) - SOFR | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 | |
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 | 28.30% |
Minimum fixed charge coverage ratio | 3.08 |
Secured recourse indebtedness | 11% |
Unencumbered leverage ratio | 28.40% |
Unencumbered implied debt service coverage ratio | 2.65 |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs and debt premium | $ 513 | $ 652 | $ 1,540 | $ 1,963 |
Interest rate swap mark-to-market | 0 | (3,780) | 2,033 | (14,002) |
Interest expense | 15,973 | 9,072 | 48,712 | 22,866 |
Mortgage Debt Interest | ||||
Debt Instrument [Line Items] | ||||
Debt, interest expenses | 4,130 | 6,233 | 12,331 | 18,322 |
Unsecured Term Loan Interest | ||||
Debt Instrument [Line Items] | ||||
Debt, interest expenses | 11,019 | 4,104 | 31,867 | 11,568 |
Credit Facility Interest and Unused Fees | ||||
Debt Instrument [Line Items] | ||||
Debt, interest expenses | $ 311 | $ 1,863 | $ 941 | $ 5,015 |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivatives (Details) - Interest Rate Swap - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fair Value of Assets (Liabilities) | $ 10,488 | $ 8,987 |
Unsecured Term Loan Due October 2023 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 2.21% | |
Notional Amount | $ 25,000 | |
Fair Value of Assets (Liabilities) | $ 37 | 517 |
Unsecured Term Loan Due October 2023 - 1 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 2.21% | |
Notional Amount | $ 25,000 | |
Fair Value of Assets (Liabilities) | $ 37 | 515 |
Unsecured Term Loan Due July 2024 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 1.63% | |
Notional Amount | $ 87,500 | |
Fair Value of Assets (Liabilities) | $ 2,624 | 3,979 |
Unsecured Term Loan Due July 2024 - 1 | Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 1.63% | |
Notional Amount | $ 87,500 | |
Fair Value of Assets (Liabilities) | $ 2,621 | 3,976 |
Unsecured Term Loan Due January 2028 | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 3.36% | |
Notional Amount | $ 75,000 | |
Fair Value of Assets (Liabilities) | $ 2,892 | 0 |
Unsecured Term Loan Due January 2027 | Not Designated as Hedging Instrument | ||
Derivative [Line Items] | ||
Fixed Rate | 3.50% | |
Notional Amount | $ 75,000 | |
Fair Value of Assets (Liabilities) | $ 2,277 | $ 0 |
Derivatives - Schedule of Gains
Derivatives - Schedule of Gains and Losses Recognized on Derivative Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative [Line Items] | ||||
Decrease to interest expense expected to be reclassified in the next twelve months (less than) | $ 4,100 | |||
Designated as Hedging Instrument | Unrealized loss on interest rate derivative instruments | ||||
Derivative [Line Items] | ||||
Gain (loss) recognized | $ 150 | $ 0 | 3,533 | $ 0 |
Designated as Hedging Instrument | Interest expense | ||||
Derivative [Line Items] | ||||
Gain (loss) recognized | (2,694) | 0 | (5,235) | 0 |
Not Designated as Hedging Instrument | Interest expense | ||||
Derivative [Line Items] | ||||
Gain (loss) recognized | $ 0 | $ (3,972) | $ 469 | $ (12,615) |
Fair Value Measurements - (Deta
Fair Value Measurements - (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 1,179,251 | $ 1,185,793 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 1,179,251 | 1,185,793 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 1,157,432 | $ 1,148,533 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Sep. 30, 2023 USD ($) ground_lease | Apr. 20, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Lessee, Lease, Description [Line Items] | |||
Weighted-average remaining lease term (in years) | 64 years | ||
Weighted-average discount rate (as a percent) | 5.78% | ||
Lease liabilities | $ | $ 111,832 | $ 110,875 | |
Worthington Renaissance Fort Worth Hotel | |||
Lessee, Lease, Description [Line Items] | |||
Lease liabilities | $ | $ 1,800 | ||
Hotel | |||
Lessee, Lease, Description [Line Items] | |||
Number of operating leases | ground_lease | 8 | ||
Parking Garage | |||
Lessee, Lease, Description [Line Items] | |||
Number of operating leases | ground_lease | 1 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,754 | $ 2,797 | $ 8,278 | $ 8,370 |
Variable lease payments | 399 | 447 | 1,156 | 1,210 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 981 | $ 1,011 | $ 2,942 | $ 2,990 |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2023 (excluding the nine months ended September 30, 2023) | $ 982 | |
2024 | 3,966 | |
2025 | 4,026 | |
2026 | 4,594 | |
2027 | 4,737 | |
Thereafter | 752,819 | |
Total lease payments | 771,124 | |
Less imputed interest | (659,292) | |
Total lease liabilities | $ 111,832 | $ 110,875 |
Equity - Narrative (Details)
Equity - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 31, 2021 USD ($) shares | Dec. 31, 2018 $ / shares shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 03, 2023 USD ($) | |
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 | |||||
Repurchase of common stock | $ | $ 2,423,000 | $ 0 | ||||
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 | ||||
Preferred stock, dividend rate (as a percent) | 8.25% | |||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||
Limited partnership, price per unit (in dollars per share) | $ / shares | $ 11.76 | |||||
Option to redeem for common stock ratio | 1 | |||||
Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Remaining repurchase amount | $ | $ 185,300,000 | |||||
Long-term Incentive Plan Unit | ||||||
Class of Stock [Line Items] | ||||||
Units outstanding (in shares) | 314,137 | 98,050 | ||||
Unaffiliated Third Parties | ||||||
Class of Stock [Line Items] | ||||||
Common units issued (in shares) | 796,684 | |||||
Operating partnerships units held (in shares) | 723,166 | 719,542 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Aggregate offering price (up to) | $ | $ 200,000,000 | |||||
Shares sold (in shares) | 0 | |||||
Value amount of shares authorized to be repurchased (up to) | $ | $ 200,000,000 | |||||
Shares repurchased (in shares) | 318,454 | 1,600,000 | ||||
Repurchased shares, average price per share (in dollars per share) | $ / shares | $ 7.60 | $ 7.81 | ||||
Repurchase of common stock | $ | $ 2,400,000 | $ 12,300,000 | ||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares sold (in shares) | 4,760,000 | 4,760,000 | ||||
Preferred stock, dividend rate (as a percent) | 8.25% | 8.25% | ||||
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 | Oct. 12, 2023 | Sep. 29, 2023 | Jul. 12, 2023 | Jun. 30, 2023 | Apr. 12, 2023 | Mar. 31, 2023 | Jan. 12, 2023 |
Class of Stock [Line Items] | |||||||
Dividends per share (in dollars per share) | $ 0.03 | $ 0.03 | $ 0.06 | ||||
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Conversion ratio | 1 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards expected to vest in 2024 (in shares) | 513,251 | 513,251 | ||
Awards expected to vest in 2025 (in shares) | 329,103 | 329,103 | ||
Awards expected to vest in 2026 (in shares) | 344,918 | 344,918 | ||
Awards expected to vest in 2027 (in shares) | 6,712 | 6,712 | ||
Awards expected to vest in 2028 (in shares) | 6,709 | 6,709 | ||
Unrecognized compensation cost | $ 6.4 | $ 6.4 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 25 months | |||
Compensation expense (reversal) | $ 1 | $ 1.1 | $ 3.1 | $ 3.2 |
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 3 years | |||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 5 years | |||
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awards expected to vest in 2025 (in shares) | 299,791 | 299,791 | ||
Awards expected to vest in 2026 (in shares) | 326,909 | 326,909 | ||
Awards expected to vest in 2027 (in shares) | 366,210 | 366,210 | ||
Awards expected to vest in 2028 (in shares) | 35,568 | 35,568 | ||
Unrecognized compensation cost | $ 4.9 | $ 4.9 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 26 months | |||
Compensation expense (reversal) | $ 0.8 | 0.7 | $ 2.3 | 1.6 |
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% | |||
Performance Stock Units | Executive Officers | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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% | |||
Performance Stock Units | 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 | |||
Performance Stock Units | 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% | |||
Performance Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting 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 2025 (in shares) | 99,974 | 99,974 | ||
Awards expected to vest in 2026 (in shares) | 99,974 | 99,974 | ||
Awards expected to vest in 2027 (in shares) | 99,973 | 99,973 | ||
Awards expected to vest in 2028 (in shares) | 14,216 | 14,216 | ||
Unrecognized compensation cost | $ 2.4 | $ 2.4 | ||
Unrecognized compensation expense related to compensation awards, period for recognition (in months) | 33 months | |||
Compensation expense (reversal) | $ 0.2 | $ 0.1 | $ 0.6 | $ 0.4 |
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 |
Stock Incentive Plans - Stock A
Stock Incentive Plans - Stock Awards Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Restricted Stock | |
Number of Shares | |
Beginning balance (in shares) | shares | 1,356,937 |
Granted (in shares) | shares | 247,762 |
Vested (in shares) | shares | (382,822) |
Forfeited (in shares) | shares | (21,184) |
Ending balance (in shares) | shares | 1,200,693 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.47 |
Granted (in dollars per share) | $ / shares | 8.94 |
Vested (in dollars per share) | $ / shares | 9.60 |
Forfeited (in dollars per share) | $ / shares | 9.13 |
Ending balance (in dollars per share) | $ / shares | $ 9.33 |
Performance Stock Units | |
Number of Shares | |
Beginning balance (in shares) | shares | 950,653 |
Granted (in shares) | shares | 363,523 |
Additional units from dividends (in shares) | shares | 14,068 |
Vested (in shares) | shares | (299,766) |
Ending balance (in shares) | shares | 1,028,478 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.35 |
Granted (in dollars per share) | $ / shares | 9.08 |
Additional units from dividends (in dollars per share) | $ / shares | 8.42 |
Vested (in dollars per share) | $ / shares | 9.01 |
Ending balance (in dollars per share) | $ / shares | $ 9.34 |
Vesting percentage (as a percent) | 103.40% |
Long-term Incentive Plan Unit | |
Number of Shares | |
Beginning balance (in shares) | shares | 98,050 |
Granted (in shares) | shares | 257,270 |
Vested (in shares) | shares | (41,183) |
Ending balance (in shares) | shares | 314,137 |
Weighted- Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.39 |
Granted (in dollars per share) | $ / shares | 8.94 |
Vested (in dollars per share) | $ / shares | 9.49 |
Ending balance (in dollars per share) | $ / shares | $ 9.01 |
Stock Incentive Plans - Fair Va
Stock Incentive Plans - Fair Value Assumptions (Details) - Shares related to unvested PSUs - $ / shares | Feb. 23, 2023 | Aug. 09, 2022 | Feb. 22, 2022 | Mar. 02, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility (as a percent) | 74.50% | 73.30% | 71.40% | 68.80% |
Risk-free rate (as a percent) | 4.40% | 3.20% | 1.74% | 0.26% |
Fair value at grant date (in dollars per share) | $ 9.22 | $ 9.65 | $ 9.84 | $ 9.28 |
Fair value at grant date based on hotel market share (in dollars per share) | $ 8.94 | $ 9.32 | $ 9.56 | $ 9.40 |
Earnings Per Share - (Details)
Earnings Per Share - (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income attributable to common stockholders | $ 24,818 | $ 26,002 | $ 68,031 | $ 83,639 |
Dividends declared on unvested share-based compensation | 0 | 0 | 0 | 0 |
Net income available to common stockholders | $ 24,818 | $ 26,002 | $ 68,031 | $ 83,639 |
Denominator: | ||||
Weighted-average number of common shares outstanding—basic (in shares) | 211,490,571 | 212,878,364 | 211,525,596 | 212,736,133 |
Effect of dilutive securities: | ||||
Weighted-average number of common shares outstanding—diluted (in shares) | 212,204,989 | 213,657,373 | 212,129,712 | 213,459,354 |
Earnings per share: | ||||
Earnings per share available to common stockholders—basic (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.32 | $ 0.39 |
Earnings per share available to common stockholders—diluted (in dollars per share) | $ 0.12 | $ 0.12 | $ 0.32 | $ 0.39 |
Unvested restricted common stock | ||||
Effect of dilutive securities: | ||||
Unvested restricted common stock and shares related to unvested PSUs (in shares) | 359,711 | 350,528 | 278,217 | 286,651 |
Shares related to unvested PSUs | ||||
Effect of dilutive securities: | ||||
Unvested restricted common stock and shares related to unvested PSUs (in shares) | 354,707 | 428,481 | 325,899 | 436,570 |