Debt Disclosure [Text Block] | 4. Debt Summary As of March 31, 2020, and December 31, 2019, the Company’s debt consisted of the following (in thousands): March 31, December 31, Revolving credit facility $ 425,000 $ 50,900 Term loans and senior notes, net 864,084 813,934 Mortgage debt, net 500,197 455,573 Debt, net $ 1,789,281 $ 1,320,407 The aggregate amounts of principal payable under the Company’s total debt obligations as of March 31, 2020 (including the revolving credit facility, term loans, senior notes and mortgage debt), for the five years subsequent to March 31, 2020 and thereafter are as follows (in thousands): 2020 (April - December) $ 10,431 2021 48,185 2022 534,872 2023 296,256 2024 338,643 Thereafter 566,626 1,795,013 Unamortized fair value adjustment of assumed debt 2,300 Unamortized debt issuance costs (8,032 ) Total $ 1,789,281 The Company uses interest rate swaps to manage its interest rate risks on a portion of its variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to one-month LIBOR. The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. See Note 5 for more information on the interest rate swap agreements. The Company’s total fixed-rate and variable-rate debt, after giving effect to its interest rate swaps in effect at March 31, 2020 and December 31, 2019, is set forth below. All dollar amounts are in thousands. March 31, Percentage December 31, Percentage Fixed-rate debt (1) $ 1,417,513 79 % $ 1,297,467 98 % Variable-rate debt 377,500 21 % 28,400 2 % Total $ 1,795,013 $ 1,325,867 Weighted-average interest rate of debt (2) 3.35 % 3.59 % (1) Fixed-rate debt includes the portion of variable-rate debt where the interest payments have been effectively fixed by interest rate swaps as of the respective balance sheet date. Due to interest rate swaps expiring in May 2020, partially offset by other interest rate swaps becoming effective on the same date, $197.5 million of fixed-rate debt as of March 31, 2020 will become variable-rate debt in May 2020. See Note 5 for more information on the interest rate swap agreements. (2) The Company anticipates entering into an amendment to each of its unsecured credit facilities to waive certain covenants under the agreements. The amendments are expected to require that the interest rates on each of its unsecured credit facilities increase to the highest interest rate margin under each facility (75-80 basis points above the current margin) during the covenant relief period. Credit Facilities $850 Million Credit Facility The Company utilizes an unsecured “$850 million credit facility” comprised of (i) a $425 million revolving credit facility with an initial maturity date of July 27, 2022 and (ii) a $425 million term loan facility consisting of two term loans: a $200 million term loan with a maturity date of July 27, 2023, and a $225 million term loan with a maturity date of January 31, 2024 (the “$425 million term loan facility”). Subject to certain conditions including covenant compliance and additional fees, the $425 million revolving credit facility maturity date may be extended up to one year. The Company may make voluntary prepayments in whole or in part, at any time. Interest payments on the $850 million credit facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR plus a margin ranging from 1.35% to 2.25%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. The Company is also required to pay quarterly an unused facility fee at an annual rate of 0.20% or 0.25% on the unused portion of the $425 million revolving credit facility, based on the amount of borrowings outstanding during the quarter. In response to the disruption to the operations of the Company’s hotels and to the financial markets and broader economy caused by COVID-19, the Company borrowed its entire availability under its revolving credit facility in March 2020 and, at March 31, 2020, had an outstanding balance of $425.0 million and no remaining availability under its credit facilities. $225 Million Term Loan Facility The Company has an unsecured $225 million term loan facility that is comprised of (i) a $50 million term loan with a maturity date of August 2, 2023, which was funded on August 2, 2018, and (ii) a $175 million term loan with a maturity date of August 2, 2025, of which $100 million was funded on August 2, 2018 and the remaining $75 million was funded on January 29, 2019. The credit agreement contains requirements and covenants similar to the Company’s $850 million credit facility. The Company may make voluntary prepayments in whole or in part, at any time, subject to certain conditions. Interest payments on the $225 million term loan facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR plus a margin ranging from 1.35% to 2.50%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. 2017 $85 Million Term Loan Facility On July 25, 2017, the Company entered into an unsecured $85 million term loan facility with a maturity date of July 25, 2024, consisting of one term loan that was funded at closing (the “2017 $85 million term loan facility”). The credit agreement, as amended and restated in August 2018, contains requirements and covenants similar to the Company’s $850 million credit facility. The Company may make voluntary prepayments in whole or in part, at any time, subject to certain conditions. Interest payments on the $85 million term loan are due monthly. In July 2019, the Company entered into an amendment of the $85 million term loan to reduce the interest rate margin from 1.80% - 2.60% to 1.30% - 2.10%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement, for the remainder of the term. 2019 $85 Million Term Loan Facility On December 31, 2019, the Company entered into an unsecured $85 million term loan facility with a maturity date of December 31, 2029, consisting of one term loan funded at closing (the “2019 $85 million term loan facility”). Net proceeds from the 2019 $85 million term loan facility were used to pay down borrowings on the Company’s revolving credit facility. The credit agreement contains requirements and covenants similar to the Company’s $850 million credit facility. The Company may make voluntary prepayments in whole or in part, subject to certain conditions. Interest payments on the 2019 $85 million term loan facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR plus a margin ranging from 1.70% to 2.55%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. $50 Million Senior Notes Facility On March 16, 2020, the Company entered into an unsecured $50 million senior notes facility with a maturity date of March 31, 2030, consisting of senior notes totaling $50 million funded at closing (the “$50 million senior notes facility” and, collectively with the $850 million credit facility, the $225 million term loan facility, the 2017 $85 million term loan facility and the 2019 $85 million term loan facility, the “credit facilities”). Net proceeds from the $50 million senior notes facility are available to provide funding for general corporate purposes. The note agreement contains requirements and covenants similar to the Company’s $850 million credit facility. The Company may make voluntary prepayments in whole or in part, at any time, subject to certain conditions, including make-whole provisions. Interest payments on the $50 million senior notes facility are due quarterly and the interest rate, subject to certain exceptions, ranges from an annual rate of 3.60% to 4.35% depending on the Company’s ratio of Consolidated Total Indebtedness to Consolidated EBITDA as defined in the agreement. As of March 31, 2020, and December 31, 2019, the details of the Company’s credit facilities were as set forth below. All dollar amounts are in thousands. Outstanding Balance Interest Rate Maturity Date March 31, December 31, Revolving credit facility (1) LIBOR + 1.40% - 2.25% 7/27/2022 $ 425,000 $ 50,900 Term loans and senior notes $200 million term loan LIBOR + 1.35% - 2.20% 7/27/2023 200,000 200,000 $225 million term loan LIBOR + 1.35% - 2.20% 1/31/2024 225,000 225,000 $50 million term loan LIBOR + 1.35% - 2.20% 8/2/2023 50,000 50,000 $175 million term loan LIBOR + 1.65% - 2.50% 8/2/2025 175,000 175,000 2017 $85 million term loan LIBOR + 1.30% - 2.10% 7/25/2024 85,000 85,000 2019 $85 million term loan LIBOR + 1.70% - 2.55% 12/31/2029 85,000 85,000 $50 million senior notes 3.60% - 4.35% 3/31/2030 50,000 - Term loans and senior notes at stated value 870,000 820,000 Unamortized debt issuance costs (5,916 ) (6,066 ) Term loans and senior notes, net 864,084 813,934 Credit facilities, net (1) $ 1,289,084 $ 864,834 Weighted-average interest rate (2) 2.97 % 3.14 % (1) (2) The credit agreements governing the credit facilities contain mandatory prepayment requirements, customary affirmative and negative covenants and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios and restrictions on certain investments. The Company was in compliance with the applicable covenants at March 31, 2020. As a result of COVID-19 and the associated disruption to the Company’s operating results, the Company anticipates that it may not be in compliance with certain of these covenants in future periods. In April 2020, the Company notified the lenders under its credit facilities of the anticipated non-compliance with certain covenants and anticipates entering into amendments to each of the credit facilities that will provide for waivers of each of the covenants for four quarters beginning with the quarter ending June 30, 2020. The terms of the amendments are expected to include minimum liquidity requirements and restrictions on the amount of the Company’s distributions, capital expenditures, share repurchases and acquisitions among other items during the covenant relief period. Additionally, the Company anticipates the amendments to require that the interest rate under its credit facilities increase, during the covenant relief period, to the highest interest rate margin under each of the credit agreements which would range from 75-80 basis points of an increase above current margins depending on the agreement. Although the Company anticipates completing these amendments, there are many conditions to closing, including but not limited to finalizing the terms of the amendments and completing the amendments themselves, and there can be no assurances that the Company will be able to complete the amendments with the noted terms or at all. If the amendments are not entered into, as currently anticipated, and the Company does not meet the covenant requirements in future periods, the Company will be in default under each credit facility, which may result in a potential acceleration of amounts due under each credit facility, which would have a material adverse effect on the Company if it is unable to obtain alternative sources of capital to repay such amounts. Mortgage Debt As of March 31, 2020, the Company had approximately $500.0 million in outstanding mortgage debt secured by 31 properties, with maturity dates ranging from July 2021 to January 2038, stated interest rates ranging from 3.40% to 6.25% and effective interest rates ranging from 3.40% to 4.97%. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. The following table sets forth the hotel properties securing each loan, the interest rate, loan assumption or origination date, maturity date, the principal amount assumed or originated, and the outstanding balance prior to any fair value adjustments or debt issuance costs as of March 31, 2020 and December 31, 2019 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands. Location Brand Interest Rate (1) Loan Assumption or Origination Date Maturity Date Principal Assumed or Originated Outstanding balance as of March 31, Outstanding balance as of December 31, San Juan Capistrano, CA Residence Inn 4.15 % 9/1/2016 (2) $ 16,210 $ - $ 15,073 Colorado Springs, CO Hampton 6.25 % 9/1/2016 7/6/2021 7,923 7,433 7,471 Franklin, TN Courtyard 6.25 % 9/1/2016 8/6/2021 14,679 13,776 13,847 Franklin, TN Residence Inn 6.25 % 9/1/2016 8/6/2021 14,679 13,776 13,847 Grapevine, TX Hilton Garden Inn 4.89 % 8/29/2012 9/1/2022 11,810 9,691 9,775 Collegeville/Philadelphia, PA Courtyard 4.89 % 8/30/2012 9/1/2022 12,650 10,381 10,471 Hattiesburg, MS Courtyard 5.00 % 3/1/2014 9/1/2022 5,732 4,856 4,897 Rancho Bernardo/San Diego, CA Courtyard 5.00 % 3/1/2014 9/1/2022 15,060 12,756 12,866 Kirkland, WA Courtyard 5.00 % 3/1/2014 9/1/2022 12,145 10,287 10,376 Seattle, WA Residence Inn 4.96 % 3/1/2014 9/1/2022 28,269 23,923 24,130 Anchorage, AK Embassy Suites 4.97 % 9/13/2012 10/1/2022 23,230 19,160 19,324 Somerset, NJ Courtyard 4.73 % 3/1/2014 10/6/2022 8,750 7,376 7,441 Tukwila, WA Homewood Suites 4.73 % 3/1/2014 10/6/2022 9,431 7,950 8,020 Prattville, AL Courtyard 4.12 % 3/1/2014 2/6/2023 6,596 5,507 5,558 Huntsville, AL Homewood Suites 4.12 % 3/1/2014 2/6/2023 8,306 6,935 6,999 San Diego, CA Residence Inn 3.97 % 3/1/2014 3/6/2023 18,600 15,496 15,640 Miami, FL Homewood Suites 4.02 % 3/1/2014 4/1/2023 16,677 13,924 14,051 New Orleans, LA Homewood Suites 4.36 % 7/17/2014 8/11/2024 27,000 23,328 23,513 Westford, MA Residence Inn 4.28 % 3/18/2015 4/11/2025 10,000 8,809 8,876 Denver, CO Hilton Garden Inn 4.46 % 9/1/2016 6/11/2025 34,118 31,082 31,311 Oceanside, CA Courtyard 4.28 % 9/1/2016 10/1/2025 13,655 12,743 12,812 Omaha, NE Hilton Garden Inn 4.28 % 9/1/2016 10/1/2025 22,682 21,167 21,280 Boise, ID Hampton 4.37 % 5/26/2016 6/11/2026 24,000 22,478 22,588 Burbank, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,564 23,375 23,552 San Diego, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,473 23,292 23,468 San Diego, CA Hampton 3.55 % 11/3/2016 12/1/2026 18,963 17,339 17,471 Burbank, CA SpringHill Suites 3.94 % 3/9/2018 4/1/2028 28,470 27,138 27,317 Santa Ana, CA Courtyard 3.94 % 3/9/2018 4/1/2028 15,530 14,803 14,901 Richmond, VA Courtyard 3.40 % 2/12/2020 3/11/2030 14,950 14,950 - Richmond, VA Residence Inn 3.40 % 2/12/2020 3/11/2030 14,950 14,950 - Portland, ME Residence Inn 3.43 % 3/2/2020 4/1/2030 33,500 33,500 - San Jose, CA Homewood Suites 4.22 % 12/22/2017 1/1/2038 30,000 27,832 28,092 $ 569,602 500,013 454,967 Unamortized fair value adjustment of assumed debt 2,300 2,526 Unamortized debt issuance costs (2,116 ) (1,920 ) Total $ 500,197 $ 455,573 (1) Interest rates are the rates per the loan agreement. For loans assumed, the Company adjusted the interest rates per the loan agreement to market rates and is amortizing the adjustments to interest expense over the life of the loan. (2) Loan was repaid in full in March 2020. |