Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 26, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34571 | |
Entity Registrant Name | PEBBLEBROOK HOTEL TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-1055421 | |
Entity Address, Address Line One | 4747 Bethesda Avenue | |
Entity Address, Address Line Two | Suite 1100 | |
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 | 507-1300 | |
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 | 131,382,515 | |
Entity Central Index Key | 0001474098 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Common Shares, $0.01 par value per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Shares, $0.01 par value per share | |
Trading Symbol | PEB | |
Security Exchange Name | NYSE | |
6.50% Series C Cumulative Redeemable Preferred Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series C Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PC | |
Security Exchange Name | NYSE | |
6.375% Series D Cumulative Redeemable Preferred Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series D Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PD | |
Security Exchange Name | NYSE | |
6.375% Series E Cumulative Redeemable Preferred Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series E Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PE | |
Security Exchange Name | NYSE | |
6.30% Series F Cumulative Redeemable Preferred Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series F Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PF | |
Security Exchange Name | NYSE | |
Series G Cumulative Redeemable Preferred Shares, $0.01 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series G Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PG | |
Security Exchange Name | NYSE | |
Series H Cumulative Redeemable Preferred Shares, $0.01 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Series H Cumulative Redeemable Preferred Shares, $0.01 par value | |
Trading Symbol | PEB-PH | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Investment in hotel properties, net | $ 5,667,707 | $ 5,882,022 |
Cash and cash equivalents | 312,064 | 124,274 |
Restricted cash | 10,946 | 12,026 |
Hotel receivables (net of allowance for doubtful accounts of $542 and $183, respectively) | 27,476 | 10,225 |
Prepaid expenses and other assets | 56,156 | 47,819 |
Total assets | 6,074,349 | 6,076,366 |
LIABILITIES AND EQUITY | ||
Debt | 2,274,916 | 2,280,471 |
Accounts payable, accrued expenses and other liabilities | 243,812 | 226,446 |
Lease liabilities - operating leases | 254,569 | 255,106 |
Deferred revenues | 47,120 | 36,057 |
Accrued interest | 4,246 | 4,653 |
Distribution payable | 11,040 | 9,307 |
Total liabilities | 2,835,703 | 2,812,040 |
Commitments and contingencies (Note 11) | ||
Shareholders’ equity: | ||
Preferred shares of beneficial interest, $.01 par value (liquidation preference $740,000 and $510,000 at June 30, 2021 and December 31, 2020, respectively), 100,000,000 shares authorized; 29,600,000 shares issued and outstanding at June 30, 2021 and 20,400,000 shares issued and outstanding at December 31, 2020 | 296 | 204 |
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 130,813,750 shares issued and outstanding at June 30, 2021 and 130,673,300 shares issued and outstanding at December 31, 2020 | 1,308 | 1,307 |
Additional paid-in capital | 4,263,473 | 4,169,870 |
Accumulated other comprehensive income (loss) | (39,820) | (60,071) |
Distributions in excess of retained earnings | (993,654) | (853,973) |
Total shareholders’ equity | 3,231,603 | 3,257,337 |
Non-controlling interests | 7,043 | 6,989 |
Total equity | 3,238,646 | 3,264,326 |
Total liabilities and equity | $ 6,074,349 | $ 6,076,366 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 542,000 | $ 183,000 |
Preferred shares of beneficial interest, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred shares of beneficial interest, liquidation preference value | $ 740,000,000 | $ 510,000,000 |
Preferred shares of beneficial interest, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred shares of beneficial interest, issued (in shares) | 29,600,000 | 20,400,000 |
Preferred shares of beneficial interest, outstanding (in shares) | 29,600,000 | 20,400,000 |
Common shares of beneficial interest, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares of beneficial interest, issued (in shares) | 130,813,750 | 130,673,300 |
Common shares of beneficial interest, outstanding (in shares) | 130,813,750 | 130,673,300 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 163,314,000 | $ 22,592,000 | $ 246,957,000 | $ 291,699,000 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 107,235,000 | 40,585,000 | 179,916,000 | 242,039,000 |
Depreciation and amortization | 54,701,000 | 55,520,000 | 110,144,000 | 111,348,000 |
Real estate taxes, personal property taxes, property insurance, and ground rent | 29,436,000 | 27,460,000 | 58,026,000 | 57,226,000 |
General and administrative | 9,724,000 | 8,216,000 | 17,370,000 | 30,793,000 |
Transaction costs | 1,000 | 99,000 | 112,000 | 135,000 |
Impairment loss | 0 | 0 | 14,856,000 | 20,570,000 |
(Gain) loss on sale of hotel properties | (64,558,000) | 0 | (64,558,000) | (117,448,000) |
(Gain) loss and other operating expenses | 520,000 | 1,403,000 | 971,000 | 2,836,000 |
Total operating expenses | 137,059,000 | 133,283,000 | 316,837,000 | 347,499,000 |
Operating income (loss) | 26,255,000 | (110,691,000) | (69,880,000) | (55,800,000) |
Interest expense | (24,804,000) | (24,091,000) | (50,135,000) | (47,682,000) |
Other | 29,000 | 303,000 | 58,000 | 327,000 |
Income (loss) before income taxes | 1,480,000 | (134,479,000) | (119,957,000) | (103,155,000) |
Income tax (expense) benefit | (52,000) | 3,565,000 | (55,000) | 14,309,000 |
Net income (loss) | 1,428,000 | (130,914,000) | (120,012,000) | (88,846,000) |
Net income (loss) attributable to non-controlling interests | (102,000) | (401,000) | (960,000) | (282,000) |
Net income (loss) attributable to the Company | 1,530,000 | (130,513,000) | (119,052,000) | (88,564,000) |
Distributions to preferred shareholders | (10,094,000) | (8,139,000) | (18,233,000) | (16,278,000) |
Net income (loss) attributable to common shareholders | $ (8,564,000) | $ (138,652,000) | $ (137,285,000) | $ (104,842,000) |
Net income (loss) per share available to common shareholders, basic (in usd per share) | $ (0.07) | $ (1.06) | $ (1.05) | $ (0.80) |
Net income (loss) per share available to common shareholders, diluted (in usd per share) | $ (0.07) | $ (1.06) | $ (1.05) | $ (0.80) |
Weighted-average number of common shares, basic (in shares) | 130,813,521 | 130,563,831 | 130,794,801 | 130,559,838 |
Weighted-average number of common shares, diluted (in shares) | 130,813,521 | 130,563,831 | 130,794,801 | 130,559,838 |
Comprehensive Income: | ||||
Net income (loss) | $ 1,428,000 | $ (130,914,000) | $ (120,012,000) | $ (88,846,000) |
Other comprehensive income (loss): | ||||
Change in fair value of derivative instruments | (2,310,000) | (7,945,000) | 7,426,000 | (65,419,000) |
Amounts reclassified from other comprehensive income | 6,407,000 | 7,540,000 | 12,825,000 | 10,749,000 |
Comprehensive income (loss) | 5,525,000 | (131,319,000) | (99,761,000) | (143,516,000) |
Comprehensive income (loss) attributable to non-controlling interests | (76,000) | (402,000) | (828,000) | (437,000) |
Comprehensive income (loss) attributable to the Company | 5,601,000 | (130,917,000) | (98,933,000) | (143,079,000) |
Room | ||||
Revenues: | ||||
Total revenues | 108,603,000 | 10,801,000 | 162,066,000 | 187,942,000 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 28,563,000 | 5,430,000 | 45,273,000 | 59,555,000 |
Food and beverage | ||||
Revenues: | ||||
Total revenues | 31,514,000 | 3,089,000 | 46,323,000 | 70,181,000 |
Hotel operating expenses: | ||||
Total hotel operating expenses | 22,453,000 | 3,707,000 | 33,196,000 | 55,566,000 |
Other operating | ||||
Revenues: | ||||
Total revenues | 23,197,000 | 8,702,000 | 38,568,000 | 33,576,000 |
Hotel operating expenses: | ||||
Total hotel operating expenses | $ 56,219,000 | $ 31,448,000 | $ 101,447,000 | $ 126,918,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Preferred Shares | Common Shares | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Retained Earnings | Total Shareholders' Equity | Total Shareholders' EquityCumulative Effect, Period of Adoption, Adjustment | Non-Controlling Interests |
Preferred stock, beginning balance (in shares) at Dec. 31, 2019 | 20,400,000 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 3,631,936 | $ 204 | $ 1,305 | $ 4,069,410 | $ (24,715) | $ (424,996) | $ 3,621,208 | $ 10,728 | |||
Common stock, beginning balance (in shares) at Dec. 31, 2019 | 130,484,956 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs | (94) | (94) | (94) | ||||||||
Issuance of common shares for Board of Trustees compensation (in shares) | 23,528 | ||||||||||
Issuance of common shares for Board of Trustees compensation | 637 | $ 1 | 636 | 637 | |||||||
Repurchase of common shares (in shares) | (47,507) | ||||||||||
Repurchase of common shares | (1,255) | $ (1) | (1,254) | (1,255) | |||||||
Share-based compensation (in shares) | 103,083 | ||||||||||
Share-based compensation | 19,416 | $ 1 | 8,799 | 8,800 | 10,616 | ||||||
Distributions on common shares/units | (2,100) | (2,076) | (2,076) | (24) | |||||||
Distributions on preferred shares | (16,278) | (16,278) | (16,278) | ||||||||
Other comprehensive income (loss): | |||||||||||
Change in fair value of derivative instruments | (65,419) | (65,419) | (65,419) | ||||||||
Amounts reclassified from other comprehensive income | 10,749 | 10,749 | 10,749 | ||||||||
Net income (loss) | (88,846) | (88,564) | (88,564) | (282) | |||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2020 | 20,400,000 | ||||||||||
Ending balance at Jun. 30, 2020 | 3,488,746 | $ 204 | $ 1,306 | 4,077,497 | (79,385) | (531,914) | 3,467,708 | 21,038 | |||
Common stock, ending balance (in shares) at Jun. 30, 2020 | 130,564,060 | ||||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2020 | 20,400,000 | ||||||||||
Beginning balance at Mar. 31, 2020 | 3,627,766 | $ 204 | $ 1,306 | 4,075,727 | (78,980) | (391,950) | 3,606,307 | 21,459 | |||
Common stock, beginning balance (in shares) at Mar. 31, 2020 | 130,563,226 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs | (9) | (9) | (9) | ||||||||
Share-based compensation (in shares) | 834 | ||||||||||
Share-based compensation | 1,779 | 1,779 | 1,779 | ||||||||
Distributions on common shares/units | (1,332) | (1,312) | (1,312) | (20) | |||||||
Distributions on preferred shares | (8,139) | (8,139) | (8,139) | ||||||||
Other comprehensive income (loss): | |||||||||||
Change in fair value of derivative instruments | (7,945) | (7,945) | (7,945) | ||||||||
Amounts reclassified from other comprehensive income | 7,540 | 7,540 | 7,540 | ||||||||
Net income (loss) | (130,914) | (130,513) | (130,513) | (401) | |||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2020 | 20,400,000 | ||||||||||
Ending balance at Jun. 30, 2020 | $ 3,488,746 | $ 204 | $ 1,306 | 4,077,497 | (79,385) | (531,914) | 3,467,708 | 21,038 | |||
Common stock, ending balance (in shares) at Jun. 30, 2020 | 130,564,060 | ||||||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 20,400,000 | 20,400,000 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 3,264,326 | $ (113,099) | $ 204 | $ 1,307 | 4,169,870 | $ (113,099) | (60,071) | (853,973) | 3,257,337 | $ (113,099) | 6,989 |
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 130,673,300 | 130,673,300 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs (in shares) | 9,200,000 | ||||||||||
Issuance of shares, net of offering costs | $ 222,330 | $ 92 | 222,238 | 222,330 | |||||||
Issuance of common shares for Board of Trustees compensation (in shares) | 27,711 | ||||||||||
Issuance of common shares for Board of Trustees compensation | 516 | $ 1 | 515 | 516 | |||||||
Repurchase of common shares (in shares) | (38,310) | ||||||||||
Repurchase of common shares | (720) | $ (1) | (719) | (720) | |||||||
Share-based compensation (in shares) | 151,049 | ||||||||||
Share-based compensation | 6,691 | $ 1 | 5,643 | 5,644 | 1,047 | ||||||
Distributions on common shares/units | (2,429) | (2,396) | (2,396) | (33) | |||||||
Distributions on preferred shares | (18,233) | (18,233) | (18,233) | ||||||||
Purchases of capped calls in connection with convertible senior notes | (20,975) | (20,975) | (20,975) | ||||||||
Other comprehensive income (loss): | |||||||||||
Change in fair value of derivative instruments | 7,426 | 7,426 | 7,426 | ||||||||
Amounts reclassified from other comprehensive income | 12,825 | 12,825 | 12,825 | ||||||||
Net income (loss) | $ (120,012) | (119,052) | (119,052) | (960) | |||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 29,600,000 | 29,600,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 3,238,646 | $ 296 | $ 1,308 | 4,263,473 | (39,820) | (993,654) | 3,231,603 | 7,043 | |||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 130,813,750 | 130,813,750 | |||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2021 | 20,400,000 | ||||||||||
Beginning balance at Mar. 31, 2021 | $ 3,019,156 | $ 204 | $ 1,308 | 4,038,860 | (43,917) | (983,771) | 3,012,684 | 6,472 | |||
Common stock, beginning balance (in shares) at Mar. 31, 2021 | 130,812,917 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs (in shares) | 9,200,000 | ||||||||||
Issuance of shares, net of offering costs | 222,340 | $ 92 | 222,248 | 222,340 | |||||||
Share-based compensation (in shares) | 833 | ||||||||||
Share-based compensation | 3,063 | 2,365 | 2,365 | 698 | |||||||
Distributions on common shares/units | (1,344) | (1,319) | (1,319) | (25) | |||||||
Distributions on preferred shares | (10,094) | (10,094) | (10,094) | ||||||||
Other comprehensive income (loss): | |||||||||||
Change in fair value of derivative instruments | (2,310) | (2,310) | (2,310) | ||||||||
Amounts reclassified from other comprehensive income | 6,407 | 6,407 | 6,407 | ||||||||
Net income (loss) | $ 1,428 | 1,530 | 1,530 | (102) | |||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 29,600,000 | 29,600,000 | |||||||||
Ending balance at Jun. 30, 2021 | $ 3,238,646 | $ 296 | $ 1,308 | $ 4,263,473 | $ (39,820) | $ (993,654) | $ 3,231,603 | $ 7,043 | |||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 130,813,750 | 130,813,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities: | ||
Net income (loss) | $ (120,012,000) | $ (88,846,000) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 110,144,000 | 111,348,000 |
Share-based compensation | 5,244,000 | 19,416,000 |
Amortization of deferred financing costs, non-cash interest and mortgage loan premiums | 9,068,000 | 7,178,000 |
(Gain) loss on sale of hotel properties | (64,558,000) | (117,448,000) |
Impairment loss | 14,856,000 | 20,570,000 |
Non-cash ground rent | 3,041,000 | 3,129,000 |
Other | (52,000) | 92,000 |
Changes in assets and liabilities: | ||
Hotel receivables | (17,610,000) | 39,350,000 |
Prepaid expenses and other assets | 7,315,000 | (1,311,000) |
Accounts payable and accrued expenses | 38,765,000 | (60,770,000) |
Deferred revenues | 11,516,000 | (19,290,000) |
Net cash provided by (used in) operating activities | (2,283,000) | (86,582,000) |
Investing activities: | ||
Improvements and additions to hotel properties | (26,984,000) | (89,636,000) |
Proceeds from sales of hotel properties | 171,988,000 | 320,036,000 |
Deposits on hotel properties | (17,148,000) | 0 |
Purchase of corporate office equipment, software, and furniture | (64,000) | 0 |
Net cash provided by (used in) investing activities | 127,792,000 | 230,400,000 |
Financing activities: | ||
Gross proceeds from issuance of preferred shares | 230,000,000 | 0 |
Payment of offering costs — common and preferred shares | (7,670,000) | (94,000) |
Payment of deferred financing costs | (9,611,000) | (3,618,000) |
Borrowings under revolving credit facilities | 0 | 760,115,000 |
Repayments under revolving credit facilities | (40,000,000) | (535,115,000) |
Proceeds from debt | 268,599,000 | 12,965,000 |
Repayments of debt | (338,000,000) | (12,965,000) |
Purchases of capped calls for convertible senior notes | (20,975,000) | 0 |
Repurchases of common shares | (720,000) | (1,255,000) |
Distributions — common shares/units | (2,634,000) | (51,338,000) |
Distributions — preferred shares | (16,278,000) | (16,278,000) |
Repayments of refundable membership deposits | (1,510,000) | (273,000) |
Net cash provided by (used in) financing activities | 61,201,000 | 152,144,000 |
Net change in cash and cash equivalents and restricted cash | 186,710,000 | 295,962,000 |
Cash and cash equivalents and restricted cash, beginning of year | 136,300,000 | 56,875,000 |
Cash and cash equivalents and restricted cash, end of period | $ 323,010,000 | $ 352,837,000 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Pebblebrook Hotel Trust (the "Company") was formed as a Maryland real estate investment trust in October 2009 to opportunistically acquire and invest in hotel properties located primarily in major United States cities, with an emphasis on major gateway coastal markets. As of June 30, 2021, the Company owned 51 hotels with a total of 12,626 guest rooms. The hotels are located in the following markets: Boston, Massachusetts; Chicago, Illinois; Key West, Florida; Miami (Coral Gables), Florida; Los Angeles, California (Beverly Hills, Santa Monica, and West Hollywood); Naples, Florida; Philadelphia, Pennsylvania; Portland, Oregon; San Diego, California; San Francisco, California; Seattle, Washington; Stevenson, Washington; and Washington, D.C. Substantially all of the Company’s assets are held by, and all of the Company's operations are conducted through, Pebblebrook Hotel, L.P. (the "Operating Partnership"). The Company is the sole general partner of the Operating Partnership. At June 30, 2021, the Company owned 99.3% of the common limited partnership units issued by the Operating Partnership ("common units"). The remaining 0.7% of the common units are owned by the other limited partners of the Operating Partnership. For the Company to maintain its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), it cannot operate the hotels it owns. Therefore, the Operating Partnership and its subsidiaries lease the hotel properties to subsidiaries of Pebblebrook Hotel Lessee, Inc. (collectively with its subsidiaries, "PHL"), a taxable REIT subsidiary ("TRS"), which in turn engage third-party eligible independent contractors to manage the hotels. PHL is consolidated into the Company’s financial statements. COVID-19 Operations and Liquidity Update In March 2020, the World Health Organization declared the novel coronavirus ("COVID-19") to be a global pandemic and the virus spread throughout the United States and the world. As a result of this pandemic and subsequent government mandates, health official recommendations, corporate policy changes and individual responses, hotel demand was dramatically reduced. In response, the Company implemented significant cost controls, salary reductions and temporarily suspended operations at 47 of its hotels and resorts. In addition, to improve liquidity, the Company raised capital by issuing convertible notes and additional preferred shares. As demand returned over the past several months, the result of an increase in vaccinations and corresponding lifting of governmental restrictions and recommendations, the Company reopened its hotels and resorts. As of June 30, 2021, 49 of the Company's hotels and resorts were open, with operations remaining suspended at Villa Florence San Francisco on Union Square and Hotel Vitale. Subsequent to June 30, 2021, the Company reopened Villa Florence San Francisco on Union Square and commenced a renovation of Hotel Vitale with the intent to reopen the property at the completion of the renovation in the fourth quarter of 2021. The COVID-19 pandemic has had a significant negative impact on the Company's operations and financial results to date and the Company expects that it will continue to have a significant negative impact on the Company's results of operations, financial position and cash flow in 2021. The Company cannot estimate when travel demand will fully recover. However, leisure travel as a result of pent-up leisure demand has exceeded expectations, particularly at the Company's warmer weather and resort properties. In February 2021, the Company issued, at a 5.5% premium to par, an additional $250.0 million aggregate principal amount of the convertible notes originally issued in December 2020. In connection with the pricing of the convertible notes, the Company entered into privately negotiated capped call transactions with certain of the underwriters, their respective affiliates and/or other counterparties. The net proceeds were used to reduce amounts outstanding under the Company's senior unsecured revolving credit facility, unsecured term loans and for general corporate purposes. In February 2021, the Company amended the agreements governing its existing credit facilities, term loan facilities and senior notes to, among other items, waive financial covenants through the end of the first quarter of 2022, except for the minimum fixed charge coverage and minimum unsecured interest coverage ratio which were extended through December 31, 2021, and to increase the interest rate spread. For additional information regarding these amendments and the convertible notes, see Note 5, Debt. In May 2021, the Company issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares (the “Shares”) at a public offering price of $25.00 per share for net proceeds of $222.6 million. The Company used the net proceeds to reduce amounts outstanding under the Company’s unsecured term loans and for general corporate purposes. Based on the amendments described above, expense and cash burn rate reductions, and the ability to raise additional liquidity through equity issuances, the Company believes it has sufficient liquidity to meet its obligations for the next twelve months. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior period's financial statements to conform to the current year presentation. 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, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. Fair Value Measurements A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. 2. Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. 3. Level 3 – Model-derived valuations with unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5, Debt, to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments. Investment in Hotel Properties Upon acquiring a business or hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions. Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred. Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 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. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations. The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life. The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss as continuing or discontinuing operations on the consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets. The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations and comprehensive income for all periods presented. Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services 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 the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense. Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. When collection of substantially all lease payments during the lease term is considered probable, lease revenue is recognized on a straight-line basis over the life of the lease. When collection of substantially all lease payments during the lease term is not considered probable, revenue is recognized as the lesser of the amount under straight-line basis or cash received. Lease revenue is included in other operating revenues in the Company's consolidated statements of operations and comprehensive income. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses. Income Taxes To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Share-based Compensation The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. Recent Accounting Standards During the first quarter of 2020, the Financial Accounting Standards Board (" FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. Early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods. The Company early adopted ASU 2020-06 on January 1, 2021. As such, on January 1, 2021, the Company reclassified its equity component of the convertible debt to the liability. Convertible debt is now recorded entirely as a single liability with no portion of the proceeds from the issuance of the convertible debt instrument recorded as attributable to the conversion feature. In addition, the Company ceased recording non-cash interest expense associated with amortization of the debt discount and calculates earnings per share using the if-converted method to the extent those shares are not anti-dilutive. |
Acquisition and Disposition of
Acquisition and Disposition of Hotel Properties | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Disposition of Hotel Properties | Acquisition and Disposition of Hotel PropertiesThere were no acquisitions of hotel properties during the three and six months ended June 30, 2021 and 2020. The following table sets forth information regarding the Company's disposition transactions during the six months ended June 30, 2021 and 2020 (in thousands): Hotel Property Name Location Sale Date Sale Price Sir Francis Drake San Francisco, CA April 1, 2021 $ 157,625 The Roger New York New York, NY June 10, 2021 19,000 2021 Total $ 176,625 Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta Washington, DC / Buckhead, GA March 6, 2020 $ 331,000 2020 Total $ 331,000 For the three and six months ended June 30, 2021, the Company recognized a gain on its dispositions of $64.6 million, which is included in (gain) loss on sale of hotel properties in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2020, the Company recognized a gain on its dispositions of zero and $117.4 million, respectively, which is included in (gain) loss on sale of hotel properties in the accompanying consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2021 the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $0.2 million and $(1.3) million, respectively, related to the hotel properties sold. For the three and six months ended June 30, 2020, the accompanying consolidated statements of operations and comprehensive income included operating income (loss) of $(1.0) million and $5.7 million, respectively, related to the hotel properties sold. The sales of the hotel properties described above did not represent a strategic shift that had a major effect on the Company’s operations and financial results, and therefore, did not qualify as discontinued operations. |
Investment in Hotel Properties
Investment in Hotel Properties | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands): June 30, 2021 December 31, 2020 Land $ 947,275 $ 973,848 Buildings and improvements 4,768,376 4,849,644 Furniture, fixtures and equipment 501,386 515,975 Finance lease asset 91,181 114,835 Construction in progress 4,913 5,443 $ 6,313,131 $ 6,459,745 Right-of-use asset, operating leases 317,322 320,564 Investment in hotel properties $ 6,630,453 $ 6,780,309 Less: Accumulated depreciation (962,746) (898,287) Investment in hotel properties, net $ 5,667,707 $ 5,882,022 The Company reviews its investment in hotel properties for impairment whenever events or circumstances indicate potential impairment. As a result of the ongoing effects of the COVID-19 pandemic on its expected future operating cash flows and estimated hold periods for certain properties, the Company determined certain impairment triggers had occurred and therefore, the Company assessed its investment in hotel properties for recoverability. Based on the analyses performed, for the six months ended June 30, 2021, the Company recognized an impairment loss of $14.9 million related to one hotel as a result of the fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements using information from current marketing efforts for this property. For the six months ended June 30, 2020, the Company recognized an impairment loss of $20.6 million related to a retail component of a hotel as a result of the fair value being lower than its carrying value. The impairment loss was determined using Level 2 inputs under authoritative guidance for fair value measurements. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 18, 2021, the Company amended its credit agreements and related documents governing its unsecured revolving credit facilities, term loan agreements and senior notes, which: • extended the waiver period for financial covenants through the end of the first quarter of 2022 except for the minimum fixed charge coverage and the minimum unsecured interest coverage ratio which are extended through December 31, 2021. The covenants are substantially less restrictive through a phase-in period; • extended the majority of the remaining balance of the Company's Sixth Term Loan 2021 tranche, from November 2021 to November 2022; • increased the spread on the unsecured revolving credit facility to LIBOR plus 2.4% and unsecured term loans to LIBOR plus 2.35%; • increased the fixed rate on the Senior Unsecured Notes by 0.45% during the waiver period; and • extended other terms through the waiver period. The Company's debt consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands): Balance Outstanding as of Interest Rate Maturity Date June 30, 2021 December 31, 2020 Revolving credit facilities Senior unsecured credit facility Floating (1), (2) January 2022 $ — $ 40,000 PHL unsecured credit facility Floating (3) January 2022 — — Total revolving credit facilities $ — $ 40,000 Unsecured term loans First Term Loan Floating (4) January 2023 300,000 300,000 Second Term Loan Floating (4) April 2022 32,126 65,000 Fourth Term Loan Floating (4) October 2024 110,000 110,000 Sixth Term Loan Tranche 2021 Floating (4) November 2021 4,798 40,966 Tranche 2021 Extended Floating (4) November 2022 100,148 173,034 Tranche 2022 Floating (4) November 2022 139,928 286,000 Tranche 2023 Floating (4) November 2023 400,000 400,000 Tranche 2024 Floating (4) January 2024 400,000 400,000 Total Sixth Term Loan 1,044,874 1,300,000 Total term loans at stated value 1,487,000 1,775,000 Deferred financing costs, net (6,822) (8,455) Total term loans $ 1,480,178 $ 1,766,545 Convertible senior notes Convertible senior notes 1.75% December 2026 750,000 500,000 Debt premium (discount), net 12,775 (113,099) Deferred financing costs, net (17,835) (12,568) Total convertible senior notes $ 744,940 $ 374,333 Senior unsecured notes Series A Notes 5.15% (5) December 2023 47,600 60,000 Series B Notes 5.38% (6) December 2025 2,400 40,000 Total senior unsecured notes at stated value 50,000 100,000 Deferred financing costs, net (202) (407) Total senior unsecured notes $ 49,798 $ 99,593 Total debt $ 2,274,916 $ 2,280,471 ______________________ (1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin. (2) The Company has the option to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. (3) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (4) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of June 30, 2021, $1.4 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.12%, after taking into account interest rate swap agreements, and $57.0 million bore an effective weighted-average floating interest rate of 2.67%. As of December 31, 2020, $1.4 billion of the borrowings under the term loan facilities bore a weighted-average fixed interest rate of 4.19%, after taking into account interest rate swap agreements, and $345.0 million bore a weighted-average floating interest rate of 2.46%. (5) In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period. (6) In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period . Unsecured Revolving Credit Facilities The Company has a $650.0 million senior unsecured revolving credit facility maturing in January 2022, with options to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. As of June 30, 2021, the Company had no outstanding borrowings, $5.8 million of outstanding letters of credit and borrowing capacity of $644.2 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount, or spread. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. As a result of the amendments to the credit agreements and related documentation described above, the spread on the borrowings is fixed at 2.40% during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. The Company also has a $25.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.40% during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of June 30, 2021, the Company had no borrowings under the PHL Credit Facility and had $25.0 million borrowing capacity remaining available under the PHL Credit Facility. Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $5.8 million and $6.8 million were outstanding as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities. Unsecured Term Loan Facilities The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. Upon completion of the convertible notes offering in February 2021, the Company repaid $177.0 million of the Company's second and sixth term loans. Upon completion of the preferred equity offering in May 2021, the Company repaid $111.0 million of the Company's second and sixth term loans. As of June 30, 2021, the Company was in compliance with all debt covenants of its term loan facilities. The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities below. Convertible Senior Notes In December 2020, the Company issued $500.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes"). The net proceeds from this offering of the Convertible Notes were approximately $487.3 million after deducting the underwriting fees and other expenses paid by the Company. In February 2021, the Company issued an additional $250.0 million aggregate principal amount of Convertible Notes. These additional Convertible Notes were sold at a 5.5% premium to par and generated net proceeds of approximately $257.2 million after deducting the underwriting fees and other expenses paid by the Company of $6.5 million, which was offset by a premium received in the amount of $13.8 million. The Convertible Notes are governed by an indenture (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year, beginning on June 15, 2021. The Convertible Notes will mature on December 15, 2026. The Company recorded coupon interest expense of $3.3 million and $6.1 million for the three and six months ended June 30, 2021. The Company separated the Convertible Notes issued in December 2020 into liability and equity components. The initial carrying amount of the liability component was $386.1 million and was calculated using a discount rate of 6.25%. The discount rate was based on the terms of debt instruments that were similar to the Convertible Notes. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the principal amount of such Convertible Notes, or $113.9 million. The amount recorded in equity was not subject to remeasurement or amortization. The $113.9 million also represented the initial discount recorded on the Convertible Notes. The Company early adopted ASU 2020-06 on January 1, 2021. As a result, the Convertible Notes are now recorded as a single liability with no portion recorded in equity. The Company also ceased recording non-cash interest expense associated with amortization of the debt discount. Prior to June 15, 2026, the Convertible Notes will be convertible only upon certain circumstances. On and after June 15, 2026, holders may convert any of their Convertible Notes into the Company’s common shares of beneficial interest (“common shares”) at the applicable conversion rate at any time at their election two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. As of June 30, 2021 and December 31, 2020, the if-converted value of the Convertible Notes did not exceed the principal amount. The Company may redeem for cash all or a portion of the Convertible Notes, at its option, on or after December 20, 2023 upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes may be increased. In connection with the Convertible Notes issuances, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the underwriters of the offerings of the Convertible Notes or their respective affiliates and other financial institutions (the “Capped Call Counterparties”). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of common shares underlying the Convertible Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the Capped Call Transactions is $33.0225 per share. The cost of the Capped Call Transactions entered into in December 2020 and February 2021 was $38.3 million and $21.0 million, respectively, and was recorded within additional paid-in capital. Senior Unsecured Notes The Company has $47.6 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $2.4 million of senior unsecured notes outstanding bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). As a result of the amendments described above, the interest rates of the Series A Notes and the Series B Notes are fixed at 5.15% and 5.38%, respectively, for the duration of the waiver period. The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of June 30, 2021, the Company was in compliance with all such debt covenants. Interest Expense The components of the Company's interest expense consisted of the following for the three and six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Unsecured revolving credit facilities $ 507 $ 3,364 $ 1,068 $ 5,669 Unsecured term loan facilities 15,632 16,484 31,541 33,636 Convertible senior notes 3,280 — 6,099 — Senior unsecured notes 1,020 1,198 2,272 2,396 Amortization of deferred financing fees 2,709 1,190 5,368 2,380 Other 1,656 1,855 3,787 3,601 Total interest expense $ 24,804 $ 24,091 $ 50,135 $ 47,682 The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes and convertible senior notes) as of June 30, 2021 and December 31, 2020 was $642.4 million and $491.8 million, respectively. Derivative and Hedging Activities The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company's interest rate swaps at June 30, 2021 and December 31, 2020 consisted of the following, by maturity date (dollars in thousands): Aggregate Notional Value as of Hedge Type Interest Rate Range Maturity June 30, 2021 December 31, 2020 Swap-cash flow 1.46% - 1.75% January 2021 $ — $ 490,000 Swap-cash flow 2.60% October 2021 110,000 110,000 Swap-cash flow 1.78% - 1.79% January 2022 180,000 180,000 Swap-cash flow 1.64% - 1.68% April 2022 100,000 100,000 Swap-cash flow 0.17% January 2023 200,000 — Swap-cash flow 1.99% November 2023 250,000 250,000 Swap-cash flow 2.60% January 2024 300,000 300,000 Swap-cash flow 1.43% - 1.44% February 2026 290,000 — Total $ 1,430,000 $ 1,430,000 During the six months ended June 30, 2021, the Company had interest rate swaps for an aggregate notional amount of $490.0 million that became effective as other interest rate swaps matured. As of June 30, 2021, there are no additional interest rate swaps outstanding that will become effective in the future. The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company presents revenue on a disaggregated basis in the accompanying consolidated statements of operations and comprehensive income. The following table presents revenues by geographic location for the three and six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Southern FL $ 38,729 $ 6,744 $ 73,973 $ 41,935 San Diego, CA 41,466 5,815 56,144 47,494 Boston, MA 23,455 1,965 33,212 37,907 Los Angeles, CA 21,741 1,501 29,781 36,289 Portland, OR 12,142 1,086 17,924 16,734 San Francisco, CA 9,176 2,963 12,129 63,003 Other(1) 6,629 389 9,604 20,700 Washington, D.C. 4,264 94 6,166 11,003 Chicago, IL 4,274 2,000 6,098 12,273 Seattle, WA 1,438 35 1,926 4,361 $ 163,314 $ 22,592 $ 246,957 $ 291,699 (1) Other includes: Atlanta (Buckhead), GA, Nashville, TN, New York, NY, Philadelphia, PA and Santa Cruz, CA. Payments from customers are primarily made when services are provided. Due to the short-term nature of the Company's contracts and the almost simultaneous receipt of payment, almost all of the contract liability balance at the beginning of the period is expected to be recognized as revenue over the following 12 months. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Common Shares The Company is authorized to issue up to 500,000,000 common shares. Each outstanding common share entitles the holder to one vote on each matter submitted to a vote of shareholders. Holders of common shares are entitled to receive dividends when authorized by the Board of Trustees. On February 22, 2016, the Company announced that the Board of Trustees authorized a share repurchase program of up to $150.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. Upon repurchase by the Company, common shares cease to be outstanding and become authorized but unissued common shares. For the six months ended June 30, 2021, the Company had no repurchases under this program and as of June 30, 2021, $56.6 million of common shares remained available for repurchase under this program. On July 27, 2017, the Company announced that the Board of Trustees authorized a new share repurchase program of up to $100.0 million of common shares. Under this program, the Company may repurchase common shares from time to time in transactions on the open market or by private agreement. The Company may suspend or discontinue this program at any time. This $100.0 million share repurchase program will commence upon completion of the Company's $150.0 million share repurchase program. On April 29, 2021, the Company filed a prospectus supplement with the SEC to sell up to $200.0 million of common shares under an "at the market" offering program (the "ATM program"). No common shares were issued or sold under the ATM program during the six months ended June 30, 2021. As of June 30, 2021, $200.0 million of common shares remained available for issuance under the ATM program. Common Dividends The Company declared the following dividends on common shares/units for the six months ended June 30, 2021: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $ 0.01 March 31, 2021 March 31, 2021 April 15, 2021 $ 0.01 June 30, 2021 June 30, 2021 July 15, 2021 Preferred Shares The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share (“preferred shares”). In May 2021, we issued 9,200,000 6.375% Series G Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of $222.6 million. The following Preferred Shares were outstanding as of June 30, 2021 and December 31, 2020: Security Type June 30, 2021 December 31, 2020 6.50% Series C 5,000,000 5,000,000 6.375% Series D 5,000,000 5,000,000 6.375% Series E 4,400,000 4,400,000 6.30% Series F 6,000,000 6,000,000 6.375% Series G 9,200,000 — 29,600,000 20,400,000 . The Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares and Series G Preferred Shares (collectively, the “Preferred Shares”) rank senior to the common shares and on parity with each other with respect to payment of distributions. The Preferred Shares are cumulative redeemable preferred shares, do not have any maturity date and are not subject to mandatory redemption. The Company could not redeem the Series C Preferred Shares prior to March 18, 2018, could not redeem the Series D Preferred Shares prior to June 9, 2021, could not redeem the Series E Preferred Shares prior to March 4, 2018, could not redeem the Series F Preferred Shares prior to May 25, 2021, and may not redeem the Series G Preferred Shares prior to May 13, 2026, except in limited circumstances relating to the Company’s continuing qualification as a REIT or as discussed below. On or after May 13, 2026, the Company may, at its option, redeem the Series G Preferred Shares, and at any time the Company may, at its option, redeem the Series C Preferred Shares, the Series D Preferred Shares, the Series E Preferred Shares and the Series F Preferred Shares, in each case in whole or from time to time in part, by payment of $25.00 per share, plus any accumulated, accrued and unpaid distributions through the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which the common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE MKT or NASDAQ, or any successor exchanges, the Company may, at its option, redeem the Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Preferred Shares upon a change of control, the holders of the Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series C Preferred Share is 2.0325 common shares, on each Series D Preferred Share is 1.9794 common shares, on each Series E Preferred Share is 1.9372 common shares, on each Series F Preferred Share is 2.0649 common shares, and on each Series G Preferred Share is 2.1231 common shares. Preferred Dividends The Company declared the following dividends on preferred shares for the six months ended June 30, 2021: Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date 6.50% Series C $ 0.41 March 31, 2021 March 31, 2021 April 15, 2021 6.50% Series C $ 0.41 June 30, 2021 June 30, 2021 July 15, 2021 6.375% Series D $ 0.40 March 31, 2021 March 31, 2021 April 15, 2021 6.375% Series D $ 0.40 June 30, 2021 June 30, 2021 July 15, 2021 6.375% Series E $ 0.40 March 31, 2021 March 31, 2021 April 15, 2021 6.375% Series E $ 0.40 June 30, 2021 June 30, 2021 July 15, 2021 6.30% Series F $ 0.39 March 31, 2021 March 31, 2021 April 15, 2021 6.30% Series F $ 0.39 June 30, 2021 June 30, 2021 July 15, 2021 The initial dividend for the 6.375% Series G Preferred Shares will be paid in October 2021. Non-controlling Interest of Common Units in Operating Partnership Holders of Operating Partnership units have certain redemption rights that enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price of common shares at the time of redemption or common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of the Operating Partnership's limited partners or the Company's shareholders. As of June 30, 2021, the Operating Partnership had two classes of long-term incentive partnership units ("LTIP") units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company. On February 12, 2020, the Board of Trustees granted 415,818 LTIP Class B units to executive officers of the Company. These LTIP units were to vest ratably on January 1, 2023, 2024, 2025 and 2026. In March 2020, the Company cancelled this grant and as a result accelerated and recognized the full expense of $10.5 million. On July 24, 2020, 109,240 LTIP Class B units were converted to common shares. On February 18, 2021, the Board of Trustees granted an aggregate of 600,097 LTIP Class B units to executive officers of the Company. These LTIP units will vest ratably on January 1, 2023, 2024, 2025 and 2026 contingent upon continued employment with the Company. As of June 30, 2021 and December 31, 2020, the Operating Partnership had 727,208 and 127,111 LTIP units outstanding, respectively. Of the 727,208 LTIP units outstanding at June 30, 2021, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption as described above. On November 30, 2018, in connection with the merger with LaSalle Hotel Properties ("LaSalle"), the Company issued 133,605 OP units in the Operating Partnership to third-party limited partners of LaSalle's operating partnership. As of June 30, 2021 and December 31, 2020, the Operating Partnership had 133,605 OP units held by third parties, excluding LTIP units. |
Share-Based Compensation Plan
Share-Based Compensation Plan | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Plan | Share-Based Compensation Plan Available Shares The Company maintains the 2009 Equity Incentive Plan, as amended and restated (as amended, the "Plan"), to attract and retain independent trustees, executive officers and other key employees and service providers. On May 19, 2021, the Company’s shareholders approved an amendment to the Plan which increased the aggregate number of common shares that may be issued under the Plan as share awards, performance units, options, share appreciation rights and other equity-based awards by 1,675,000. As of June 30, 2021, there were 1,812,875 common shares available for issuance under the Plan. Service Condition Share Awards The following table provides a summary of service condition restricted share activity as of June 30, 2021: Shares Weighted-Average Unvested at December 31, 2020 242,727 $ 24.94 Granted 410,838 $ 22.69 Vested (81,591) $ 30.41 Forfeited (7,902) $ 23.33 Unvested at June 30, 2021 564,072 $ 22.53 For the three and six months ended June 30, 2021, the Company recognized approximately $1.1 million and $1.9 million, respectively, of share-based compensation expense related to these awards in the accompanying consolidated statements of operations and comprehensive income. Performance-Based Equity Awards On February 18, 2021, the Board of Trustees approved a target award of 189,348 performance-based equity awards to officers and employees of the Company. These awards will vest, if at all, in 2024. The actual number of common shares that ultimately vest will be from 0% to 200% of the target award and will be determined in 2024 based on the performance criteria defined in the award agreements for the period of performance from January 1, 2021 through December 31, 2023. For the three and six months ended June 30, 2021, the Company recognized approximately $1.3 million and $2.3 million, respectively, of share-based compensation expense related to performance-based equity awards in the accompanying consolidated statements of operations and comprehensive income. Long-Term Incentive Partnership (LTIP) Units As of June 30, 2021, the Operating Partnership had two classes of LTIP units, LTIP Class A units and LTIP Class B units. All of the outstanding LTIP units are held by officers of the Company. On February 18, 2021, the Board of Trustees granted 600,097 LTIP Class B units to executive officers of the Company. These LTIP units vest ratably on January 1, 2023, 2024, 2025 and 2026. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $22.69 per unit. The aggregate grant date fair value of the LTIP Class B units was $13.6 million. As of June 30, 2021 and December 31, 2020, the Operating Partnership had 727,208 and 127,111 LTIP units outstanding, respectively. Of the 727,208 LTIP units outstanding at June 30, 2021, 127,111 LTIP units have vested. Only vested LTIP units may be converted to common units of the Operating Partnership, which in turn can be tendered for redemption as described above. For the three and six months ended June 30, 2021, the Company recognized approximately $0.7 million and $1.0 million, respectively, in expense related to these LTIP units. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s accompanying consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes PHL is subject to federal and state corporate income taxes at statutory tax rates. Given the continued negative impact of the COVID-19 pandemic on the Company's financial results and uncertainties about the Company's ability to utilize its net operating loss in future years, the Company has recorded a valuation allowance on its income tax benefit for the three and six months ended June 30, 2021, and has recorded a valuation allowance on all deferred tax assets. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions, where applicable. As of June 30, 2021 and December 31, 2020, the statute of limitations remains open for all major jurisdictions for tax years dating back to 2016. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common shareholders $ (8,564) $ (138,652) $ (137,285) $ (104,842) Less: dividends paid on unvested share-based compensation (12) (2) (23) (4) Net income (loss) available to common shareholders $ (8,576) $ (138,654) $ (137,308) $ (104,846) Denominator: Weighted-average number of common shares — basic 130,813,521 130,563,831 130,794,801 130,559,838 Effect of dilutive share-based compensation — — — — Weighted-average number of common shares — diluted 130,813,521 130,563,831 130,794,801 130,559,838 Net income (loss) per share available to common shareholders — basic $ (0.07) $ (1.06) $ (1.05) $ (0.80) Net income (loss) per share available to common shareholders — diluted $ (0.07) $ (1.06) $ (1.05) $ (0.80) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Management Agreements The Company’s hotel properties are operated pursuant to management agreements with various management companies. The terms of these management agreements range from 1 year to 22 years, not including renewals, and 1 year to 52 years, including renewals. The majority of the Company’s management agreements are terminable at will by the Company upon paying a termination fee and some are terminable by the Company upon sale of the property, with, in some cases, the payment of termination fees. Most of the agreements also provide the Company the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to six times the annual base management and incentive management fees, depending on the agreement and the reason for termination. Certain of the Company’s management agreements are non-terminable except upon the manager’s breach of a material representation or the manager’s failure to meet performance thresholds as defined in the management agreement. The management agreements require the payment of a base management fee generally between 1% and 4% of hotel revenues. Under certain management agreements, the management companies are also eligible to receive an incentive management fee if hotel operating income, cash flows or other performance measures, as defined in the agreements, exceed certain performance thresholds. The incentive management fee is generally calculated as a percentage of hotel operating income after the Company has received a priority return on its investment in the hotel. For the three and six months ended June 30, 2021, com bined base and incentive management fees were $4.4 million and $6.7 million, respectively. For the three and six months ended June 30, 2020, com bined base and incentive management fees were $(0.4) million and $6.5 million, respectively. Base and incentive management fees are included in other direct and indirect expenses in the Company's accompanying consolidated statements of operations and comprehensive income. On April 30, 2021, the Company provided a notice of default to sbe concerning the hotel management agreement of the Mondrian Los Angeles. Sbe is refuting the Company’s notice of default and has requested arbitration to cure the alleged default. Reserve Funds Certain of the Company’s agreements with its hotel managers, franchisors, ground lessors and lenders have provisions for the Company to provide funds, typically 4.0% of hotel revenues, sufficient to cover the cost of (a) certain non-routine repairs and maintenance to the hotels and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment. Restricted Cash At June 30, 2021 and December 31, 2020, the Company had $10.9 million and $12.0 million, respectively, in restricted cash, which consisted of reserves for replacement of furniture and fixtures or reserves to pay for real estate taxes or property insurance under certain hotel management agreements or loan agreements. Ground and Hotel Leases As of June 30, 2021, the following hotels were subject to leases as follows: Lease Properties Lease Type Lease Expiration Date Hotel Monaco Washington DC Operating lease November 2059 Argonaut Hotel Operating lease December 2059 Hotel Zelos San Francisco Operating lease June 2097 Hotel Zephyr Fisherman's Wharf Operating lease February 2062 Hotel Palomar Los Angeles Beverly Hills Operating lease January 2107 (1) Restaurant at Southernmost Beach Resort Operating lease April 2029 Hyatt Regency Boston Harbor Operating lease April 2077 San Diego Mission Bay Resort Operating lease July 2068 Paradise Point Resort & Spa Operating lease May 2050 Hotel Vitale Operating lease March 2070 (2) Viceroy Santa Monica Hotel Operating lease September 2065 The Westin Copley Place, Boston Operating lease December 2077 (3) The Liberty, A Luxury Collection Hotel, Boston Operating lease May 2080 Hotel Zeppelin San Francisco Operating and finance lease June 2089 (4) Harbor Court Hotel San Francisco Finance lease August 2052 (1) The expiration date assumes the exercise of all 19 five-year extension options. (2) The expiration date assumes the exercise of a 14-year extension option. (3) No payments are required through maturity. (4) The expiration date assumes the exercise of a 30-year extension option. The Company's leases may require minimum fixed rent payments, percentage rent payments based on a percentage of revenues in excess of certain thresholds or rent payments equal to the greater of a minimum fixed rent or percentage rent. Minimum fixed rent may be adjusted annually by increases in the consumer price index and may be subject to minimum and maximum increases. Some leases also contain certain restrictions on modifications that can be made to the hotel structures due to their status as national historic landmarks. The Company records expense on a straight-line basis for leases that provide for minimum rental payments that increase in pre-established amounts over the remaining terms of the leases. Ground rent expense is included in real estate taxes, personal property taxes, property insurance and ground rent in the Company's accompanying consolidated statements of operations and comprehensive income. The components of ground rent expense for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Fixed ground rent $ 4,290 $ 4,304 $ 8,603 $ 8,593 Variable ground rent 1,862 696 3,358 $ 2,744 Total ground lease rent $ 6,152 $ 5,000 $ 11,961 $ 11,337 Future maturities of lease liabilities for the Company's operating leases at June 30, 2021 were as follows (in thousands): 2021 $ 9,278 2022 18,849 2023 18,034 2024 18,119 2025 18,203 Thereafter 1,127,864 Total lease payments $ 1,210,347 Less: Imputed interest (955,778) Present value of lease liabilities $ 254,569 Litigation The nature of the operations of hotels exposes the Company's hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. The Company has insurance to cover certain potential material losses. The Company is not presently subject to any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company. |
Supplemental Information to Sta
Supplemental Information to Statements of Cash Flows | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Information to Statements of Cash Flows | Supplemental Information to Statements of Cash Flows For the six months ended June 30, 2021 2020 (in thousands) Interest paid, net of capitalized interest $ 43,373 $ 44,184 Interest capitalized $ — $ 1,247 Income taxes paid (refunded) $ 74 $ 865 Non-Cash Investing and Financing Activities: Convertible debt discount adjustment $ 113,099 $ — Distributions payable on common shares/units $ 1,527 $ 1,750 Distributions payable on preferred shares $ 9,513 $ 7,558 Issuance of common shares for Board of Trustees compensation $ 516 $ 637 Issuance of common shares for executive and employee bonuses $ 1,446 $ — Accrued additions and improvements to hotel properties $ 292 $ 4,405 Write-off of deferred financing costs $ 4,516 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn July 22, 2021, the Company acquired the 200-room Jekyll Island Club Resort located in Jekyll Island, Georgia for $94.0 million.On July 27, 2021, the Company issued 10,000,000 of 5.70% Series H Cumulative Redeemable Preferred Shares at a public offering price of $25.00 per share for net proceeds of approximately $242.0 million after underwriting discounts and other offering-related costs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP and in conformity with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements include all adjustments considered necessary for a fair presentation of the consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements of equity and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full-year performance, as a result of the impact of seasonal and other short-term variations and the acquisitions and or dispositions of hotel properties. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company and its subsidiaries are separate legal entities and maintain records and books of account separate and apart from each other. The consolidated financial statements include all of the accounts of the Company and its subsidiaries and are presented in accordance with U.S. GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. |
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, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. |
Fair Value Measurements | Fair Value Measurements A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows: 1. Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. 2. Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. 3. Level 3 – Model-derived valuations with unobservable inputs. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued expenses. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. See Note 5, Debt, to the accompanying consolidated financial statements for disclosures on the fair value of debt and derivative instruments. |
Investment in Hotel Properties | Investment in Hotel Properties Upon acquiring a business or hotel property, the Company measures and recognizes the fair value of the acquired land, land improvements, building, furniture, fixtures and equipment, identifiable intangible assets or liabilities, other assets and assumed liabilities. Identifiable intangible assets or liabilities typically arise from contractual arrangements in connection with the transaction, including terms that are above or below market compared to an estimated market agreement at the acquisition date. Acquisition-date fair values of assets and assumed liabilities are determined using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 2 and Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections, including hotel revenues and net operating income, at the respective hotel properties. Transaction costs are expensed for acquisitions that are considered business combinations and capitalized for asset acquisitions. Hotel renovations and replacements of assets that improve or extend the life of the asset are recorded at cost and depreciated over their estimated useful lives. Furniture, fixtures and equipment under finance leases are recorded at the present value of the minimum lease payments. Repair and maintenance costs are expensed as incurred. Hotel properties are recorded at cost and depreciated using the straight-line method over an estimated useful life of 10 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. Intangible assets arising from contractual arrangements are typically amortized over the life of the contract. The Company is required to make subjective assessments as to the useful lives and classification of properties for purposes of determining the amount of depreciation expense to reflect each year with respect to the assets. These assessments may impact the Company’s results of operations. The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, when a hotel property experiences a current or projected loss from operations, when it becomes more likely than not that a hotel property will be sold before the end of its useful life, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions and/or new hotel construction in markets where the hotels are located. When such conditions exist, the Company performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying value of the asset, an adjustment to reduce the carrying value to the related hotel’s estimated fair market value is recorded and an impairment loss is recognized. In the evaluation of impairment of its hotel properties, the Company makes many assumptions and estimates including projected cash flows both from operations and eventual disposition, expected useful life and estimated holding period, future required capital expenditures, and fair values, including consideration of expected terminal capitalization rates, discount rates, and comparable selling prices. The Company will adjust its assumptions with respect to the remaining useful life of the hotel property when circumstances change or it is more likely than not that the hotel property will be sold prior to its previously expected useful life. The Company will classify a hotel as held for sale and will cease recording depreciation expense when a binding agreement to sell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, approval of the Company's board of trustees (the "Board of Trustees") has been obtained, no significant financing contingencies exist, and the sale is expected to close within one year. If the fair value less costs to sell is lower than the carrying value of the hotel, the Company will record an impairment loss. The Company will classify the loss as continuing or discontinuing operations on the consolidated statements of operations and comprehensive income and classify the assets and related liabilities as held for sale on the consolidated balance sheets. The Company will report a disposed or held for sale hotel property or group of hotel properties in discontinued operations only if the disposal represents a strategic shift that has, or will have, a major effect on its operations and financial results. All other disposed hotel properties will have their operating results reflected within continuing operations on the Company's consolidated statements of operations and comprehensive income for all periods presented. |
Revenue Recognition | Revenue Recognition Revenue consists of amounts derived from hotel operations, including the sales of rooms, food and beverage, and other ancillary services. Room revenue is recognized over the length of a customer's hotel stay. Revenue from food and beverage and other ancillary services is generated when a customer chooses to purchase goods or services separately from a hotel room and revenue is recognized on these distinct goods and services 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 the Company assesses whether it is the principal or agent in these arrangements. If the Company is the agent, revenue is recognized based upon the commission earned from the third party. If the Company is the principal, the Company recognizes revenue based upon the gross sales price. Some contracts for rooms or food and beverage services require an upfront deposit which is recorded as deferred revenues (or contract liabilities) and recognized once the performance obligations are satisfied. The Company recognizes revenue related to nonrefundable membership initiation fees and refundable membership initiation deposits over the expected life of an active membership. For refundable membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as other operating revenues on the consolidated statements of operations and comprehensive income over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method using the Company's incremental borrowing rate. The accretion is included in interest expense. Certain of the Company's hotels have retail spaces, restaurants or other spaces which the Company leases to third parties. When collection of substantially all lease payments during the lease term is considered probable, lease revenue is recognized on a straight-line basis over the life of the lease. When collection of substantially all lease payments during the lease term is not considered probable, revenue is recognized as the lesser of the amount under straight-line basis or cash received. Lease revenue is included in other operating revenues in the Company's consolidated statements of operations and comprehensive income. The Company collects sales, use, occupancy and similar taxes at its hotels which are presented on a net basis on the consolidated statements of operations and comprehensive income. Accounts receivable primarily represents receivables from hotel guests who occupy hotel rooms and utilize hotel services. The Company maintains an allowance for doubtful accounts sufficient to cover estimated potential credit losses. |
Income Taxes | Income Taxes To qualify as a REIT for federal income tax purposes, the Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90 percent of its REIT taxable income (determined without regard to the deduction for dividends paid and excluding net capital gains) to its shareholders. As a REIT, the Company generally is not subject to federal corporate income tax on that portion of its taxable income that is currently distributed to shareholders. The Company is subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income. In addition, the Company's TRS lessees are subject to federal and state income taxes. The Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. |
Share-based Compensation | Share-based Compensation The Company has adopted an equity incentive plan that provides for the grant of common share options, share awards, share appreciation rights, performance units and other equity-based awards. Equity-based compensation is measured at the fair value of the award on the date of grant and recognized as an expense on a straight-line basis over the vesting period. Share-based compensation awards that contain a performance condition are reviewed at least quarterly to assess the achievement of the performance condition. Compensation expense will be adjusted when a change in the assessment of achievement of the specific performance condition level is determined to be probable. The determination of fair value of these awards is subjective and involves estimates and assumptions including expected volatility of the Company's shares, expected dividend yield, expected term and assumptions of whether these awards will achieve parity with other operating partnership units or achieve performance thresholds. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) available to common shareholders, as adjusted for dilutive securities, by the weighted-average number of common shares outstanding plus dilutive securities. Any anti-dilutive securities are excluded from the diluted per-share calculation. |
Recent Accounting Standards | Recent Accounting Standards During the first quarter of 2020, the Financial Accounting Standards Board (" FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract. The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. As a result, in more cases, convertible debt will be accounted for as a single instrument. The guidance also removes certain conditions for equity classification related to contracts in an entity’s own equity and requires the application of the if-converted method for calculating diluted earnings per share. Early adoption is permitted for fiscal years beginning after December 15, 2020, including interim periods. The Company early adopted ASU 2020-06 on January 1, 2021. As such, on January 1, 2021, the Company reclassified its equity component of the convertible debt to the liability. Convertible debt is now recorded entirely as a single liability with no portion of the proceeds from the issuance of the convertible debt instrument recorded as attributable to the conversion feature. In addition, the Company ceased recording non-cash interest expense associated with amortization of the debt discount and calculates earnings per share using the if-converted method to the extent those shares are not anti-dilutive. |
Acquisition and Disposition o_2
Acquisition and Disposition of Hotel Properties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Hotel Properties Sold | The following table sets forth information regarding the Company's disposition transactions during the six months ended June 30, 2021 and 2020 (in thousands): Hotel Property Name Location Sale Date Sale Price Sir Francis Drake San Francisco, CA April 1, 2021 $ 157,625 The Roger New York New York, NY June 10, 2021 19,000 2021 Total $ 176,625 Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta Washington, DC / Buckhead, GA March 6, 2020 $ 331,000 2020 Total $ 331,000 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Real Estate [Abstract] | |
Schedule of Investment in Hotel Properties | Investment in hotel properties as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands): June 30, 2021 December 31, 2020 Land $ 947,275 $ 973,848 Buildings and improvements 4,768,376 4,849,644 Furniture, fixtures and equipment 501,386 515,975 Finance lease asset 91,181 114,835 Construction in progress 4,913 5,443 $ 6,313,131 $ 6,459,745 Right-of-use asset, operating leases 317,322 320,564 Investment in hotel properties $ 6,630,453 $ 6,780,309 Less: Accumulated depreciation (962,746) (898,287) Investment in hotel properties, net $ 5,667,707 $ 5,882,022 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt consisted of the following as of June 30, 2021 and December 31, 2020 (dollars in thousands): Balance Outstanding as of Interest Rate Maturity Date June 30, 2021 December 31, 2020 Revolving credit facilities Senior unsecured credit facility Floating (1), (2) January 2022 $ — $ 40,000 PHL unsecured credit facility Floating (3) January 2022 — — Total revolving credit facilities $ — $ 40,000 Unsecured term loans First Term Loan Floating (4) January 2023 300,000 300,000 Second Term Loan Floating (4) April 2022 32,126 65,000 Fourth Term Loan Floating (4) October 2024 110,000 110,000 Sixth Term Loan Tranche 2021 Floating (4) November 2021 4,798 40,966 Tranche 2021 Extended Floating (4) November 2022 100,148 173,034 Tranche 2022 Floating (4) November 2022 139,928 286,000 Tranche 2023 Floating (4) November 2023 400,000 400,000 Tranche 2024 Floating (4) January 2024 400,000 400,000 Total Sixth Term Loan 1,044,874 1,300,000 Total term loans at stated value 1,487,000 1,775,000 Deferred financing costs, net (6,822) (8,455) Total term loans $ 1,480,178 $ 1,766,545 Convertible senior notes Convertible senior notes 1.75% December 2026 750,000 500,000 Debt premium (discount), net 12,775 (113,099) Deferred financing costs, net (17,835) (12,568) Total convertible senior notes $ 744,940 $ 374,333 Senior unsecured notes Series A Notes 5.15% (5) December 2023 47,600 60,000 Series B Notes 5.38% (6) December 2025 2,400 40,000 Total senior unsecured notes at stated value 50,000 100,000 Deferred financing costs, net (202) (407) Total senior unsecured notes $ 49,798 $ 99,593 Total debt $ 2,274,916 $ 2,280,471 ______________________ (1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin. (2) The Company has the option to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. (3) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (4) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of June 30, 2021, $1.4 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.12%, after taking into account interest rate swap agreements, and $57.0 million bore an effective weighted-average floating interest rate of 2.67%. As of December 31, 2020, $1.4 billion of the borrowings under the term loan facilities bore a weighted-average fixed interest rate of 4.19%, after taking into account interest rate swap agreements, and $345.0 million bore a weighted-average floating interest rate of 2.46%. (5) In February 2021, the interest rate increased from 4.70% to 5.15%. The increased interest rate is effective through the end of the waiver period. (6) In February 2021, the interest rate increased from 4.93% to 5.38%. The increased interest rate is effective through the end of the waiver period |
Schedule of Components of Interest Expense | The components of the Company's interest expense consisted of the following for the three and six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Unsecured revolving credit facilities $ 507 $ 3,364 $ 1,068 $ 5,669 Unsecured term loan facilities 15,632 16,484 31,541 33,636 Convertible senior notes 3,280 — 6,099 — Senior unsecured notes 1,020 1,198 2,272 2,396 Amortization of deferred financing fees 2,709 1,190 5,368 2,380 Other 1,656 1,855 3,787 3,601 Total interest expense $ 24,804 $ 24,091 $ 50,135 $ 47,682 |
Schedule of Interest Rate Swaps | The Company's interest rate swaps at June 30, 2021 and December 31, 2020 consisted of the following, by maturity date (dollars in thousands): Aggregate Notional Value as of Hedge Type Interest Rate Range Maturity June 30, 2021 December 31, 2020 Swap-cash flow 1.46% - 1.75% January 2021 $ — $ 490,000 Swap-cash flow 2.60% October 2021 110,000 110,000 Swap-cash flow 1.78% - 1.79% January 2022 180,000 180,000 Swap-cash flow 1.64% - 1.68% April 2022 100,000 100,000 Swap-cash flow 0.17% January 2023 200,000 — Swap-cash flow 1.99% November 2023 250,000 250,000 Swap-cash flow 2.60% January 2024 300,000 300,000 Swap-cash flow 1.43% - 1.44% February 2026 290,000 — Total $ 1,430,000 $ 1,430,000 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents revenues by geographic location for the three and six months ended June 30, 2021 and 2020 (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Southern FL $ 38,729 $ 6,744 $ 73,973 $ 41,935 San Diego, CA 41,466 5,815 56,144 47,494 Boston, MA 23,455 1,965 33,212 37,907 Los Angeles, CA 21,741 1,501 29,781 36,289 Portland, OR 12,142 1,086 17,924 16,734 San Francisco, CA 9,176 2,963 12,129 63,003 Other(1) 6,629 389 9,604 20,700 Washington, D.C. 4,264 94 6,166 11,003 Chicago, IL 4,274 2,000 6,098 12,273 Seattle, WA 1,438 35 1,926 4,361 $ 163,314 $ 22,592 $ 246,957 $ 291,699 (1) Other includes: Atlanta (Buckhead), GA, Nashville, TN, New York, NY, Philadelphia, PA and Santa Cruz, CA. |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Common Dividends | The Company declared the following dividends on common shares/units for the six months ended June 30, 2021: Dividend per Share/Unit For the Quarter Ended Record Date Payable Date $ 0.01 March 31, 2021 March 31, 2021 April 15, 2021 $ 0.01 June 30, 2021 June 30, 2021 July 15, 2021 |
Schedule of Preferred Shares Outstanding | The following Preferred Shares were outstanding as of June 30, 2021 and December 31, 2020: Security Type June 30, 2021 December 31, 2020 6.50% Series C 5,000,000 5,000,000 6.375% Series D 5,000,000 5,000,000 6.375% Series E 4,400,000 4,400,000 6.30% Series F 6,000,000 6,000,000 6.375% Series G 9,200,000 — 29,600,000 20,400,000 . |
Schedule of Preferred Dividends | The Company declared the following dividends on preferred shares for the six months ended June 30, 2021: Security Type Dividend per Share/Unit For the Quarter Ended Record Date Payable Date 6.50% Series C $ 0.41 March 31, 2021 March 31, 2021 April 15, 2021 6.50% Series C $ 0.41 June 30, 2021 June 30, 2021 July 15, 2021 6.375% Series D $ 0.40 March 31, 2021 March 31, 2021 April 15, 2021 6.375% Series D $ 0.40 June 30, 2021 June 30, 2021 July 15, 2021 6.375% Series E $ 0.40 March 31, 2021 March 31, 2021 April 15, 2021 6.375% Series E $ 0.40 June 30, 2021 June 30, 2021 July 15, 2021 6.30% Series F $ 0.39 March 31, 2021 March 31, 2021 April 15, 2021 6.30% Series F $ 0.39 June 30, 2021 June 30, 2021 July 15, 2021 |
Share-Based Compensation Plan (
Share-Based Compensation Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Service Condition Restricted Share Activity | The following table provides a summary of service condition restricted share activity as of June 30, 2021: Shares Weighted-Average Unvested at December 31, 2020 242,727 $ 24.94 Granted 410,838 $ 22.69 Vested (81,591) $ 30.41 Forfeited (7,902) $ 23.33 Unvested at June 30, 2021 564,072 $ 22.53 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings Per Common Share | The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per-share data): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Numerator: Net income (loss) attributable to common shareholders $ (8,564) $ (138,652) $ (137,285) $ (104,842) Less: dividends paid on unvested share-based compensation (12) (2) (23) (4) Net income (loss) available to common shareholders $ (8,576) $ (138,654) $ (137,308) $ (104,846) Denominator: Weighted-average number of common shares — basic 130,813,521 130,563,831 130,794,801 130,559,838 Effect of dilutive share-based compensation — — — — Weighted-average number of common shares — diluted 130,813,521 130,563,831 130,794,801 130,559,838 Net income (loss) per share available to common shareholders — basic $ (0.07) $ (1.06) $ (1.05) $ (0.80) Net income (loss) per share available to common shareholders — diluted $ (0.07) $ (1.06) $ (1.05) $ (0.80) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Hotels Subject to Leases | As of June 30, 2021, the following hotels were subject to leases as follows: Lease Properties Lease Type Lease Expiration Date Hotel Monaco Washington DC Operating lease November 2059 Argonaut Hotel Operating lease December 2059 Hotel Zelos San Francisco Operating lease June 2097 Hotel Zephyr Fisherman's Wharf Operating lease February 2062 Hotel Palomar Los Angeles Beverly Hills Operating lease January 2107 (1) Restaurant at Southernmost Beach Resort Operating lease April 2029 Hyatt Regency Boston Harbor Operating lease April 2077 San Diego Mission Bay Resort Operating lease July 2068 Paradise Point Resort & Spa Operating lease May 2050 Hotel Vitale Operating lease March 2070 (2) Viceroy Santa Monica Hotel Operating lease September 2065 The Westin Copley Place, Boston Operating lease December 2077 (3) The Liberty, A Luxury Collection Hotel, Boston Operating lease May 2080 Hotel Zeppelin San Francisco Operating and finance lease June 2089 (4) Harbor Court Hotel San Francisco Finance lease August 2052 (1) The expiration date assumes the exercise of all 19 five-year extension options. (2) The expiration date assumes the exercise of a 14-year extension option. (3) No payments are required through maturity. |
Schedule of Components of Ground Rent Expense | The components of ground rent expense for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): For the three months ended June 30, For the six months ended June 30, 2021 2020 2021 2020 Fixed ground rent $ 4,290 $ 4,304 $ 8,603 $ 8,593 Variable ground rent 1,862 696 3,358 $ 2,744 Total ground lease rent $ 6,152 $ 5,000 $ 11,961 $ 11,337 |
Schedule of Operating Lease Future Maturity | Future maturities of lease liabilities for the Company's operating leases at June 30, 2021 were as follows (in thousands): 2021 $ 9,278 2022 18,849 2023 18,034 2024 18,119 2025 18,203 Thereafter 1,127,864 Total lease payments $ 1,210,347 Less: Imputed interest (955,778) Present value of lease liabilities $ 254,569 |
Supplemental Information to S_2
Supplemental Information to Statements of Cash Flows (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Information to Statements of Cash Flows | For the six months ended June 30, 2021 2020 (in thousands) Interest paid, net of capitalized interest $ 43,373 $ 44,184 Interest capitalized $ — $ 1,247 Income taxes paid (refunded) $ 74 $ 865 Non-Cash Investing and Financing Activities: Convertible debt discount adjustment $ 113,099 $ — Distributions payable on common shares/units $ 1,527 $ 1,750 Distributions payable on preferred shares $ 9,513 $ 7,558 Issuance of common shares for Board of Trustees compensation $ 516 $ 637 Issuance of common shares for executive and employee bonuses $ 1,446 $ — Accrued additions and improvements to hotel properties $ 292 $ 4,405 Write-off of deferred financing costs $ 4,516 $ — |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | |||
May 31, 2021USD ($)$ / sharesshares | Jun. 30, 2021propertyhotelRoom | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020property | |
Noncontrolling Interest [Line Items] | |||||
Number of hotels owned by the company | 51 | ||||
Total number of guest rooms | hotelRoom | 12,626 | ||||
Number of hotels, suspended | 47 | ||||
Number of hotels, open | 49 | ||||
Series G Cumulative Redeemable Preferred Shares | |||||
Noncontrolling Interest [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.375% | 6.375% | |||
Series G Cumulative Redeemable Preferred Shares | Public Stock Offering | |||||
Noncontrolling Interest [Line Items] | |||||
Number of shares issued in transaction (in shares) | shares | 9,200,000 | ||||
Public offering price (in usd per share) | $ / shares | $ 25 | ||||
Public offering, net proceeds | $ | $ 222.6 | ||||
Operating Partnership | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage of operating partnership units owned by company | 99.30% | ||||
Percentage of operating partnership units owned by other limited partners | 0.70% | ||||
Convertible debt | |||||
Noncontrolling Interest [Line Items] | |||||
Premium to par percentage | 5.50% | ||||
Debt issued | $ | $ 250 | $ 500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Buildings, land improvements, and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Buildings, land improvements, and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Acquisition and Disposition o_3
Acquisition and Disposition of Hotel Properties - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Gain) loss on sale of hotel properties | $ (64,558,000) | $ 0 | $ (64,558,000) | $ (117,448,000) |
Operating (loss) income from disposed properties | $ 200,000 | $ (1,000,000) | $ (1,300,000) | $ 5,700,000 |
Acquisition and Disposition o_4
Acquisition and Disposition of Hotel Properties - Disposition of Hotel Properties (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale price | $ 176,625 | $ 331,000 |
Sir Francis Drake | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale price | 157,625 | |
The Roger New York | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale price | $ 19,000 | |
Sofitel Washington DC Lafayette Square and InterContinental Buckhead Atlanta | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Sale price | $ 331,000 |
Investment in Hotel Propertie_2
Investment in Hotel Properties - Schedule of Investment in Hotel Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investment in hotel properties | ||
Land | $ 947,275 | $ 973,848 |
Buildings and improvements | 4,768,376 | 4,849,644 |
Furniture, fixtures and equipment | 501,386 | 515,975 |
Finance lease asset | 91,181 | 114,835 |
Construction in progress | 4,913 | 5,443 |
Investment in hotel properties, before right-of-use asset, operating leases | 6,313,131 | 6,459,745 |
Right-of-use asset, operating leases | 317,322 | 320,564 |
Investment in hotel properties | 6,630,453 | 6,780,309 |
Less: Accumulated depreciation | (962,746) | (898,287) |
Investment in hotel properties, net | $ 5,667,707 | $ 5,882,022 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Investment in hotel properties, net | Investment in hotel properties, net |
Investment in Hotel Propertie_3
Investment in Hotel Properties - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Real Estate Properties [Line Items] | |||||
Impairment loss | $ 0 | $ 0 | $ 14,856 | $ 20,570 | |
Number of properties impaired | property | 1 | ||||
Lease liabilities - operating leases | 254,569 | $ 254,569 | $ 255,106 | ||
Present value of lease liabilities | $ 41,700 | $ 41,700 | $ 46,400 | ||
Minimum | |||||
Real Estate Properties [Line Items] | |||||
Operating lease, incremental rate | 5.50% | 5.50% | |||
Operating lease, term | 10 years | 10 years | |||
Maximum | |||||
Real Estate Properties [Line Items] | |||||
Operating lease, incremental rate | 7.60% | 7.60% | |||
Operating lease, term | 88 years | 88 years |
Debt - Narrative (Details)
Debt - Narrative (Details) | Feb. 18, 2021 | May 31, 2021USD ($) | Feb. 28, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Jan. 31, 2021 |
Line of Credit Facility [Line Items] | |||||||||
Letters of credit outstanding | $ 6,800,000 | $ 5,800,000 | $ 5,800,000 | ||||||
Election period, prior to maturity date | 2 days | ||||||||
Convertible debt, conversion ratio | 0.0392549 | ||||||||
Redemption price to principal amount, percentage | 1 | 1 | |||||||
Purchases of capped calls for convertible senior notes | $ 20,975,000 | $ 0 | |||||||
Estimated fair value of debt | 491,800,000 | $ 642,400,000 | 642,400,000 | ||||||
Interest rate swaps | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Derivative instruments, asset position, fair value | 100,000 | 100,000 | |||||||
Derivative instruments, liability position, fair value | 38,900,000 | 38,900,000 | |||||||
Expected reclassifications in next 12 months | 20,600,000 | 20,600,000 | |||||||
Letters of credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 30,000,000 | 30,000,000 | |||||||
Unsecured debt | Unsecured term loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 1,775,000,000 | 1,487,000,000 | 1,487,000,000 | ||||||
Repayments of long-term debt | $ 111,000,000 | $ 177,000,000 | |||||||
Interest expense, debt | 15,632,000 | $ 16,484,000 | 31,541,000 | 33,636,000 | |||||
Unsecured debt | Revolving credit facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 40,000,000 | 0 | 0 | ||||||
Interest expense, debt | 507,000 | 3,364,000 | 1,068,000 | 5,669,000 | |||||
Unsecured debt | Revolving credit facilities | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.40% | ||||||||
Unsecured debt | Tranche 2021 Extended | Unsecured term loans | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 173,034,000 | 100,148,000 | 100,148,000 | ||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 650,000,000 | 650,000,000 | |||||||
Debt outstanding | 40,000,000 | 0 | 0 | ||||||
Remaining borrowing capacity | 644,200,000 | 644,200,000 | |||||||
Maximum borrowing capacity potential increase (up to) | 1,300,000,000 | $ 1,300,000,000 | |||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.40% | ||||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Unused commitment fee annual rate | 0.20% | ||||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | Minimum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.45% | ||||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Unused commitment fee annual rate | 0.30% | ||||||||
Unsecured debt | Senior unsecured credit facility | Revolving credit facilities | Maximum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Unsecured debt | PHL unsecured credit facility | Revolving credit facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | 25,000,000 | $ 25,000,000 | |||||||
Debt outstanding | 0 | 0 | 0 | ||||||
Remaining borrowing capacity | 25,000,000 | $ 25,000,000 | |||||||
Unsecured debt | PHL unsecured credit facility | Revolving credit facilities | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.40% | ||||||||
Unsecured debt | PHL unsecured credit facility | Revolving credit facilities | Minimum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.45% | ||||||||
Unsecured debt | PHL unsecured credit facility | Revolving credit facilities | Maximum | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Unsecured debt | Unsecured term loans | Unsecured term loans | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.35% | ||||||||
Convertible debt | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 500,000,000 | $ 750,000,000 | $ 750,000,000 | ||||||
Debt issued | 250,000,000 | $ 500,000,000 | |||||||
Stated interest rate | 1.75% | 1.75% | 1.75% | ||||||
Proceeds from debt, net of issuance costs | $ 257,200,000 | $ 487,300,000 | |||||||
Premium to par percentage | 5.50% | ||||||||
Debt issuance costs | $ 6,500,000 | ||||||||
Premium received | 13,800,000 | ||||||||
Interest expense, debt | $ 3,280,000 | 0 | $ 6,099,000 | 0 | |||||
Convertible debt, liability component | $ 386,100,000 | ||||||||
Discount rate | 0.0625 | ||||||||
Convertible debt, equity component | $ 113,900,000 | ||||||||
Initial discount, gross | 113,900,000 | ||||||||
Convertible debt, conversion price (in usd per share) | $ / shares | $ 25.47 | $ 25.47 | |||||||
Capped call transaction, upper strike price (in usd per share) | $ / shares | $ 33.0225 | $ 33.0225 | |||||||
Purchases of capped calls for convertible senior notes | $ 21,000,000 | 38,300,000 | |||||||
Senior unsecured notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Increase on fixed rate | 0.45% | ||||||||
Debt outstanding | 100,000,000 | $ 50,000,000 | $ 50,000,000 | ||||||
Interest expense, debt | 1,020,000 | $ 1,198,000 | 2,272,000 | $ 2,396,000 | |||||
Senior unsecured notes | Series A Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 60,000,000 | $ 47,600,000 | $ 47,600,000 | ||||||
Stated interest rate | 5.15% | 5.15% | 5.15% | 4.70% | |||||
Senior unsecured notes | Series B Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt outstanding | 40,000,000 | $ 2,400,000 | $ 2,400,000 | ||||||
Stated interest rate | 5.38% | 5.38% | 5.38% | 4.93% | |||||
Cash flow hedging | Designated as hedging instrument | Interest rate swaps | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notional value | $ 1,430,000,000 | $ 1,430,000,000 | $ 1,430,000,000 | ||||||
Cash flow hedging | Designated as hedging instrument | Interest Rate Swap, Effective | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Notional value | $ 490,000,000 | $ 490,000,000 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) - USD ($) | Jun. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Total debt | $ 2,274,916,000 | $ 2,280,471,000 | ||
Unsecured debt | Revolving credit facilities | ||||
Debt Instrument [Line Items] | ||||
Debt | 0 | 40,000,000 | ||
Unsecured debt | Revolving credit facilities | Senior unsecured credit facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 0 | 40,000,000 | ||
Unsecured debt | Revolving credit facilities | PHL unsecured credit facility | ||||
Debt Instrument [Line Items] | ||||
Debt | 0 | 0 | ||
Unsecured debt | Unsecured term loans | ||||
Debt Instrument [Line Items] | ||||
Debt | 1,487,000,000 | 1,775,000,000 | ||
Deferred financing costs, net | (6,822,000) | (8,455,000) | ||
Total debt | 1,480,178,000 | 1,766,545,000 | ||
Borrowings, fixed interest rate | $ 1,400,000,000 | $ 1,400,000,000 | ||
Weighted-average fixed interest rate | 4.12% | 4.19% | ||
Amount of debt bearing variable interest | $ 57,000,000 | $ 345,000,000 | ||
Weighted-average floating interest rate | 2.67% | 2.46% | ||
Unsecured debt | Unsecured term loans | First Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt | $ 300,000,000 | $ 300,000,000 | ||
Unsecured debt | Unsecured term loans | Second Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt | 32,126,000 | 65,000,000 | ||
Unsecured debt | Unsecured term loans | Fourth Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt | 110,000,000 | 110,000,000 | ||
Unsecured debt | Unsecured term loans | Sixth Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt | 1,044,874,000 | 1,300,000,000 | ||
Unsecured debt | Unsecured term loans | Tranche 2021 | ||||
Debt Instrument [Line Items] | ||||
Debt | 4,798,000 | 40,966,000 | ||
Unsecured debt | Unsecured term loans | Tranche 2021 Extended | ||||
Debt Instrument [Line Items] | ||||
Debt | 100,148,000 | 173,034,000 | ||
Unsecured debt | Unsecured term loans | Tranche 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt | 139,928,000 | 286,000,000 | ||
Unsecured debt | Unsecured term loans | Tranche 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt | 400,000,000 | 400,000,000 | ||
Unsecured debt | Unsecured term loans | Tranche 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt | $ 400,000,000 | $ 400,000,000 | ||
Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 1.75% | 1.75% | ||
Debt | $ 750,000,000 | $ 500,000,000 | ||
Debt premium (discount), net | 12,775,000 | (113,099,000) | ||
Deferred financing costs, net | (17,835,000) | (12,568,000) | ||
Total debt | 744,940,000 | 374,333,000 | ||
Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt | 50,000,000 | 100,000,000 | ||
Deferred financing costs, net | (202,000) | (407,000) | ||
Total debt | $ 49,798,000 | 99,593,000 | ||
Senior unsecured notes | Series A Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.15% | 5.15% | 4.70% | |
Debt | $ 47,600,000 | 60,000,000 | ||
Senior unsecured notes | Series B Notes | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 5.38% | 5.38% | 4.93% | |
Debt | $ 2,400,000 | $ 40,000,000 |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Amortization of deferred financing fees | $ 2,709 | $ 1,190 | $ 5,368 | $ 2,380 |
Other | 1,656 | 1,855 | 3,787 | 3,601 |
Total interest expense | 24,804 | 24,091 | 50,135 | 47,682 |
Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 3,280 | 0 | 6,099 | 0 |
Senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 1,020 | 1,198 | 2,272 | 2,396 |
Unsecured revolving credit facilities | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | 507 | 3,364 | 1,068 | 5,669 |
Unsecured term loan facilities | Unsecured debt | ||||
Debt Instrument [Line Items] | ||||
Interest expense, debt | $ 15,632 | $ 16,484 | $ 31,541 | $ 33,636 |
Debt - Interest Rate Swaps (Det
Debt - Interest Rate Swaps (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Interest rate swap - January 2021 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.46% | |
Interest rate swap - January 2021 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.75% | |
Interest rate swap - October 2021 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 2.60% | |
Interest rate swap - January 2022 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.78% | |
Interest rate swap - January 2022 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.79% | |
Interest rate swap - April 2022 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.64% | |
Interest rate swap - April 2022 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.68% | |
Interest rate swap - January 2023 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 0.17% | |
Interest rate swap - November 2023 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.99% | |
Interest rate swap - January 2024 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 2.60% | |
Interest rate swap - February 2026 | Minimum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.43% | |
Interest rate swap - February 2026 | Maximum | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Interest rate | 1.44% | |
Cash flow hedging | Designated as hedging instrument | Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | $ 1,430,000,000 | $ 1,430,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2021 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 0 | 490,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - October 2021 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 110,000,000 | 110,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2022 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 180,000,000 | 180,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - April 2022 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 100,000,000 | 100,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2023 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 200,000,000 | 0 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - November 2023 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 250,000,000 | 250,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - January 2024 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | 300,000,000 | 300,000,000 |
Cash flow hedging | Designated as hedging instrument | Interest rate swap - February 2026 | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional value | $ 290,000,000 | $ 0 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Abstract] | ||||
Total revenues | $ 163,314 | $ 22,592 | $ 246,957 | $ 291,699 |
Southern FL | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 38,729 | 6,744 | 73,973 | 41,935 |
San Diego, CA | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 41,466 | 5,815 | 56,144 | 47,494 |
Boston, MA | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 23,455 | 1,965 | 33,212 | 37,907 |
Los Angeles, CA | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 21,741 | 1,501 | 29,781 | 36,289 |
Portland, OR | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 12,142 | 1,086 | 17,924 | 16,734 |
San Francisco, CA | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 9,176 | 2,963 | 12,129 | 63,003 |
Other | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 6,629 | 389 | 9,604 | 20,700 |
Washington, D.C. | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 4,264 | 94 | 6,166 | 11,003 |
Chicago, IL | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | 4,274 | 2,000 | 6,098 | 12,273 |
Seattle, WA | ||||
Disaggregation of Revenue [Abstract] | ||||
Total revenues | $ 1,438 | $ 35 | $ 1,926 | $ 4,361 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Millions | Feb. 18, 2021shares | Jul. 24, 2020shares | Feb. 12, 2020shares | Nov. 30, 2018shares | May 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)class$ / sharesshares | Apr. 29, 2021USD ($) | Dec. 31, 2020$ / sharesshares | Jul. 27, 2017USD ($) | Feb. 22, 2016USD ($) |
Common Shares | |||||||||||
Common shares of beneficial interest, authorized (in shares) | 500,000,000 | 500,000,000 | |||||||||
Common shares of beneficial interest, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Preferred Shares | |||||||||||
Preferred shares of beneficial interest, authorized (in shares) | 100,000,000 | 100,000,000 | |||||||||
Preferred shares of beneficial interest, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Non-controlling Interest of Common Units in Operating Partnership | |||||||||||
LTIP units, outstanding (in shares) | 727,208 | 127,111 | |||||||||
Operating Partnership units outstanding (in shares) | 130,813,750 | 130,673,300 | |||||||||
At The Market Offering | |||||||||||
Common Shares | |||||||||||
Shares available for issuance, amount | $ | $ 200 | $ 200 | |||||||||
Number of shares issued in transaction (in shares) | 0 | ||||||||||
Operating Partnership | |||||||||||
Non-controlling Interest of Common Units in Operating Partnership | |||||||||||
Operating Partnership units outstanding (in shares) | 133,605 | 133,605 | |||||||||
Series C Cumulative Redeemable Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, dividend rate, percentage | 6.50% | ||||||||||
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares | $ 25 | ||||||||||
Preferred stock, redemption after change in control | 120 days | ||||||||||
Share cap ratio on preferred shares on conversion | 2.0325 | ||||||||||
Series D Cumulative Redeemable Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, dividend rate, percentage | 6.375% | ||||||||||
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares | $ 25 | ||||||||||
Preferred stock, redemption after change in control | 120 days | ||||||||||
Share cap ratio on preferred shares on conversion | 1.9794 | ||||||||||
Series E Cumulative Redeemable Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, dividend rate, percentage | 6.375% | ||||||||||
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares | $ 25 | ||||||||||
Preferred stock, redemption after change in control | 120 days | ||||||||||
Share cap ratio on preferred shares on conversion | 1.9372 | ||||||||||
Series F Cumulative Redeemable Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, dividend rate, percentage | 6.30% | ||||||||||
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares | $ 25 | ||||||||||
Preferred stock, redemption after change in control | 120 days | ||||||||||
Share cap ratio on preferred shares on conversion | 2.0649 | ||||||||||
Series G Cumulative Redeemable Preferred Shares | |||||||||||
Preferred Shares | |||||||||||
Preferred stock, dividend rate, percentage | 6.375% | 6.375% | |||||||||
Preferred shares of beneficial interest, redemption price per share (in usd per share) | $ / shares | $ 25 | ||||||||||
Preferred stock, redemption after change in control | 120 days | ||||||||||
Share cap ratio on preferred shares on conversion | 2.1231 | ||||||||||
Series G Cumulative Redeemable Preferred Shares | Public Stock Offering | |||||||||||
Common Shares | |||||||||||
Number of shares issued in transaction (in shares) | 9,200,000 | ||||||||||
Preferred Shares | |||||||||||
Public offering price (in usd per share) | $ / shares | $ 25 | ||||||||||
Public offering, net proceeds | $ | $ 222.6 | ||||||||||
February 2016 share repurchase program | |||||||||||
Common Shares | |||||||||||
Share repurchase program, authorized amount | $ | $ 150 | ||||||||||
Share repurchased (in shares) | 0 | ||||||||||
Remaining authorized repurchase amount | $ | $ 56.6 | ||||||||||
July 2017 share repurchase program | |||||||||||
Common Shares | |||||||||||
Share repurchase program, authorized amount | $ | $ 100 | ||||||||||
LaSalle Hotel Properties | Operating partnership units | |||||||||||
Non-controlling Interest of Common Units in Operating Partnership | |||||||||||
Equity interests issued (in shares) | 133,605 | ||||||||||
LTIP units | |||||||||||
Non-controlling Interest of Common Units in Operating Partnership | |||||||||||
Classes of LTIP Units | class | 2 | ||||||||||
Awards vested (in shares) | 127,111 | ||||||||||
LTIP Class B units | |||||||||||
Non-controlling Interest of Common Units in Operating Partnership | |||||||||||
Awards granted (in shares) | 600,097 | 415,818 | |||||||||
Accelerated share-based compensation | $ | $ 10.5 | ||||||||||
Redemption of non-controlling interest LTIP units (in shares) | 109,240 |
Equity - Common Dividends (Deta
Equity - Common Dividends (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Common Shares | ||
Dividends Payable [Line Items] | ||
Dividend (in usd per share) | $ 0.01 | $ 0.01 |
Equity - Preferred Stock Outsta
Equity - Preferred Stock Outstanding and Dividends (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Preferred stock, outstanding (in shares) | 29,600,000 | 29,600,000 | 20,400,000 | ||
Series C Cumulative Redeemable Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.50% | ||||
Preferred stock, outstanding (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Dividend per share/unit (in usd per share) | $ 0.41 | $ 0.41 | |||
Series D Cumulative Redeemable Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.375% | ||||
Preferred stock, outstanding (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||
Dividend per share/unit (in usd per share) | $ 0.40 | 0.40 | |||
Series E Cumulative Redeemable Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.375% | ||||
Preferred stock, outstanding (in shares) | 4,400,000 | 4,400,000 | 4,400,000 | ||
Dividend per share/unit (in usd per share) | $ 0.40 | 0.40 | |||
Series F Cumulative Redeemable Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.30% | ||||
Preferred stock, outstanding (in shares) | 6,000,000 | 6,000,000 | 6,000,000 | ||
Dividend per share/unit (in usd per share) | $ 0.39 | $ 0.39 | |||
Series G Cumulative Redeemable Preferred Shares | |||||
Class of Stock [Line Items] | |||||
Preferred stock, dividend rate, percentage | 6.375% | 6.375% | |||
Preferred stock, outstanding (in shares) | 9,200,000 | 9,200,000 | 0 |
Share-Based Compensation Plan -
Share-Based Compensation Plan - Narrative (Details) $ / shares in Units, $ in Millions | May 19, 2021shares | Feb. 18, 2021USD ($)$ / sharesshares | Feb. 12, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)class$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Common shares of beneficial interest, par value (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Number of additional shares authorized (in shares) | 1,675,000 | |||||
Common shares available for issuance under the Plan (in shares) | 1,812,875 | 1,812,875 | ||||
LTIP units, outstanding (in shares) | 727,208 | 727,208 | 127,111 | |||
Restricted common shares | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Compensation expense | $ | $ 1.1 | $ 1.9 | ||||
Awards granted (in shares) | 410,838 | |||||
Awards vested (in shares) | 81,591 | |||||
Performance-based shares | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Compensation expense | $ | 1.3 | $ 2.3 | ||||
Performance-based shares | February 18, 2021 | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Awards granted (in shares) | 189,348 | |||||
Performance-based shares | Minimum | February 18, 2021 | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Shares able to be vested, percent | 0.00% | |||||
Performance-based shares | Maximum | February 18, 2021 | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Shares able to be vested, percent | 200.00% | |||||
LTIP units | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Compensation expense | $ | $ 0.7 | $ 1 | ||||
Classes of LTIP units | class | 2 | |||||
Awards vested (in shares) | 127,111 | |||||
LTIP Class B units | ||||||
Share-Based Compensation Plan (Textual) [Abstract] | ||||||
Awards granted (in shares) | 600,097 | 415,818 | ||||
Value of LTIP grants per unit (in usd per share) | $ / shares | $ 22.69 | |||||
Grant date fair value of LTIP unit awards | $ | $ 13.6 |
Share-Based Compensation Plan_2
Share-Based Compensation Plan - Service Condition Restricted Share Activity (Details) - Restricted common shares | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Shares | |
Unvested beginning balance (in shares) | shares | 242,727 |
Granted (in shares) | shares | 410,838 |
Vested (in shares) | shares | (81,591) |
Forfeited (in shares) | shares | (7,902) |
Unvested ending balance (in shares) | shares | 564,072 |
Weighted-Average Grant Date Fair Value | |
Unvested beginning balance (in usd per share) | $ / shares | $ 24.94 |
Granted (in usd per share) | $ / shares | 22.69 |
Vested (in usd per share) | $ / shares | 30.41 |
Forfeited (in usd per share) | $ / shares | 23.33 |
Unvested ending balance (in usd per share) | $ / shares | $ 22.53 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to common shareholders | $ (8,564) | $ (138,652) | $ (137,285) | $ (104,842) |
Less: dividends paid on unvested share-based compensation | (12) | (2) | (23) | (4) |
Net income (loss) available to common shareholders | $ (8,576) | $ (138,654) | $ (137,308) | $ (104,846) |
Denominator: | ||||
Weighted-average number of common shares — basic (in shares) | 130,813,521 | 130,563,831 | 130,794,801 | 130,559,838 |
Effect of dilutive share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Weighted-average number of common shares — diluted (in shares) | 130,813,521 | 130,563,831 | 130,794,801 | 130,559,838 |
Net income (loss) per share available to common shareholders — basic (in usd per share) | $ (0.07) | $ (1.06) | $ (1.05) | $ (0.80) |
Net income (loss) per share available to common shareholders — diluted (in usd per share) | $ (0.07) | $ (1.06) | $ (1.05) | $ (0.80) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restricted and Performance Based Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,030,676 | 558,769 | 1,030,676 | 558,769 |
Convertible Debt Securities | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 29,441,175 | 29,441,175 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Management Agreements [Line Items] | |||||
Combined base and incentive management fees | $ 4,400 | $ (400) | $ 6,700 | $ 6,500 | |
Reserve funds allowed for hotel maintenance from hotel revenue | 4.00% | ||||
Restricted cash | $ 10,946 | $ 10,946 | $ 12,026 | ||
Minimum | |||||
Management Agreements [Line Items] | |||||
Terms of management agreements not including renewals | 1 year | ||||
Terms of management agreements including renewals | 1 year | ||||
Termination fees range | 0 | ||||
Base management fee from hotel revenues | 1.00% | ||||
Maximum | |||||
Management Agreements [Line Items] | |||||
Terms of management agreements not including renewals | 22 years | ||||
Terms of management agreements including renewals | 52 years | ||||
Termination fees range | 6 | ||||
Base management fee from hotel revenues | 4.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Hotel Subject to Leases (Details) | 6 Months Ended |
Jun. 30, 2021extensionOption | |
Hotel Palomar Los Angeles Beverly Hills | |
Management Agreements [Line Items] | |
Number of extension options | 19 |
Term of extension option | 5 years |
Hotel Vitale | |
Management Agreements [Line Items] | |
Term of extension option | 14 years |
Hotel Zeppelin San Francisco | |
Management Agreements [Line Items] | |
Term of extension option | 30 years |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Components of Ground Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Fixed ground rent | $ 4,290 | $ 4,304 | $ 8,603 | $ 8,593 |
Variable ground rent | 1,862 | 696 | 3,358 | 2,744 |
Total ground lease rent | $ 6,152 | $ 5,000 | $ 11,961 | $ 11,337 |
Commitments and Contingencies_3
Commitments and Contingencies - Operating Future Maturity Schedule (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 9,278 | |
2022 | 18,849 | |
2023 | 18,034 | |
2024 | 18,119 | |
2025 | 18,203 | |
Thereafter | 1,127,864 | |
Total lease payments | 1,210,347 | |
Less: Imputed interest | (955,778) | |
Present value of lease liabilities | $ 254,569 | $ 255,106 |
Supplemental Information to S_3
Supplemental Information to Statements of Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Non Cash Investing and Financing Information [Line Items] | |||
Interest paid, net of capitalized interest | $ 43,373 | $ 44,184 | |
Interest capitalized | 0 | 1,247 | |
Income taxes paid (refunded) | 74 | 865 | |
Non-Cash Investing and Financing Activities: | |||
Convertible debt discount adjustment | 113,099 | 0 | |
Distributions payable on shares/units | 11,040 | $ 9,307 | |
Accrued additions and improvements to hotel properties | 292 | 4,405 | |
Write-off of deferred financing costs | 4,516 | 0 | |
Common shares/units | |||
Non-Cash Investing and Financing Activities: | |||
Distributions payable on shares/units | 1,527 | 1,750 | |
Preferred shares | |||
Non-Cash Investing and Financing Activities: | |||
Distributions payable on shares/units | 9,513 | 7,558 | |
Board of Trustees Compensation | |||
Non-Cash Investing and Financing Activities: | |||
Issuance of shares/units | 516 | 637 | |
Executive and Employee Bonuses | |||
Non-Cash Investing and Financing Activities: | |||
Issuance of shares/units | $ 1,446 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Jul. 27, 2021USD ($)$ / sharesshares | Jul. 22, 2021USD ($)hotelRoom | Jun. 30, 2021hotelRoom |
Subsequent Event [Line Items] | |||
Number of rooms | hotelRoom | 12,626 | ||
Subsequent event | Jekyll Island Club Resort | |||
Subsequent Event [Line Items] | |||
Number of rooms | hotelRoom | 200 | ||
Real estate acquired, consideration transferred | $ | $ 94 | ||
Subsequent event | Public Stock Offering | Series H Cumulative Redeemable Preferred Shares, $0.01 par value | |||
Subsequent Event [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 10,000,000 | ||
Preferred stock, dividend rate, percentage | 5.70% | ||
Public offering price (in usd per share) | $ / shares | $ 25 | ||
Public offering, net proceeds | $ | $ 242 |