Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CHATHAM LODGING TRUST | |
Entity Central Index Key | 1,476,045 | |
Trading Symbol | CLDT | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Smaller Reporting Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 46,516,275 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets: | ||
Investment in hotel properties, net | $ 1,328,560 | $ 1,320,082 |
Cash and cash equivalents | 10,270 | 9,333 |
Restricted cash | 28,383 | 27,166 |
Investment in unconsolidated real estate entities | 22,542 | 24,389 |
Hotel receivables (net of allowance for doubtful accounts of $249 and $200, respectively) | 6,418 | 4,047 |
Deferred costs, net | 5,126 | 4,646 |
Prepaid expenses and other assets | 3,757 | 2,523 |
Deferred tax asset, net | 30 | 30 |
Total assets | 1,405,086 | 1,392,216 |
Liabilities and Equity: | ||
Mortgage debt, net | 502,950 | 506,316 |
Revolving credit facility | 30,000 | 32,000 |
Accounts payable and accrued expenses | 36,358 | 31,692 |
Distributions and losses in excess of investments of unconsolidated real estate entities | 8,022 | 6,582 |
Distributions payable | 5,578 | 5,846 |
Total liabilities | 582,908 | 582,436 |
Commitments and contingencies (Note 12) | ||
Shareholders’ Equity: | ||
Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at September 30, 2018 and December 31, 2017 | 0 | 0 |
Common shares, $0.01 par value, 500,000,000 shares authorized; 46,514,186 and 45,375,266 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 465 | 450 |
Additional paid-in capital | 896,156 | 871,730 |
Retained earnings (distributions in excess of retained earnings) | (83,758) | (69,018) |
Total shareholders’ equity | 812,863 | 803,162 |
Noncontrolling Interests: | ||
Noncontrolling interest in Operating Partnership | 9,315 | 6,618 |
Total equity | 822,178 | 809,780 |
Total liabilities and equity | $ 1,405,086 | $ 1,392,216 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 249 | $ 200 |
Preferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred shares, shares issued (in shares) | ||
Common shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 46,514,186 | 45,375,266 |
Common shares, shares outstanding (in shares) | 46,514,186 | 45,375,266 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total revenue | $ 90,226 | $ 82,953 | $ 250,531 | $ 233,431 |
Total hotel operating expenses | 45,549 | 40,862 | 128,207 | 116,181 |
Depreciation and amortization | 11,963 | 10,944 | 35,920 | 34,662 |
Impairment loss | 0 | 0 | 0 | 6,663 |
Property taxes, ground rent and insurance | 5,919 | 5,349 | 17,874 | 15,710 |
General and administrative | 3,649 | 3,151 | 10,818 | 9,706 |
Other charges | 7 | (15) | 256 | 0 |
Reimbursed costs from unconsolidated real estate entities | 2,764 | 2,302 | 7,679 | 7,198 |
Total operating expenses | 69,851 | 62,593 | 200,754 | 190,120 |
Operating income | 20,375 | 20,360 | 49,777 | 43,311 |
Interest and other income | 335 | 9 | 352 | 27 |
Interest expense, including amortization of deferred fees | (6,708) | (7,065) | (20,005) | (20,830) |
Loss on sale of hotel property | 0 | 0 | (18) | 0 |
Income from unconsolidated real estate entities | 689 | 1,189 | 938 | 2,031 |
Income before income tax expense | 14,691 | 14,493 | 31,044 | 24,539 |
Income tax expense | 0 | 0 | 0 | (317) |
Net income | 14,691 | 14,493 | 31,044 | 24,222 |
Net income attributable to noncontrolling interests | (111) | (101) | (231) | (167) |
Net income attributable to common shareholders | $ 14,580 | $ 14,392 | $ 30,813 | $ 24,055 |
Income per Common Share - Basic: | ||||
Net income attributable to common shareholders (in dollars per share) | $ 0.31 | $ 0.36 | $ 0.67 | $ 0.62 |
Income per Common Share - Diluted: | ||||
Net income attributable to common shareholders (in dollars per share) | $ 0.31 | $ 0.36 | $ 0.66 | $ 0.61 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 46,149,765 | 39,298,974 | 45,925,178 | 38,731,900 |
Diluted (in shares) | 46,384,969 | 39,550,494 | 46,078,558 | 38,960,455 |
Distributions declared per common share (in dollars per share) | $ 0.33 | $ 0.33 | $ 0.99 | $ 0.99 |
Room | ||||
Total revenue | $ 81,457 | $ 76,221 | $ 225,983 | $ 213,415 |
Total hotel operating expenses | 17,261 | 15,618 | 47,759 | 44,147 |
Food and beverage | ||||
Total revenue | 2,274 | 1,378 | 6,584 | 4,353 |
Total hotel operating expenses | 1,870 | 1,307 | 5,350 | 3,770 |
Other | ||||
Total revenue | 3,731 | 3,052 | 10,285 | 8,465 |
Cost reimbursements from unconsolidated real estate entities | ||||
Total revenue | 2,764 | 2,302 | 7,679 | 7,198 |
Telephone | ||||
Total hotel operating expenses | 442 | 410 | 1,316 | 1,205 |
Other hotel operating | ||||
Total hotel operating expenses | 886 | 737 | 2,403 | 2,047 |
General and administrative | ||||
Total hotel operating expenses | 6,498 | 5,906 | 19,318 | 17,534 |
Franchise and marketing fees | ||||
Total hotel operating expenses | 6,863 | 6,366 | 18,962 | 17,758 |
Advertising and promotions | ||||
Total hotel operating expenses | 1,627 | 1,353 | 4,677 | 3,955 |
Utilities | ||||
Total hotel operating expenses | 3,064 | 2,708 | 8,209 | 7,431 |
Repairs and maintenance | ||||
Total hotel operating expenses | 3,783 | 3,467 | 11,043 | 9,898 |
Management fees | ||||
Total hotel operating expenses | 2,915 | 2,693 | 8,158 | 7,511 |
Insurance | ||||
Total hotel operating expenses | $ 340 | $ 297 | $ 1,012 | $ 925 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Total Shareholders’ Equity | Common Shares | Additional Paid - In Capital | Retained earnings (distributions in excess of retained earnings) | Noncontrolling Interest in Operating Partnership |
Beginning Balance (in shares) at Dec. 31, 2016 | 38,367,014 | |||||
Beginning Balance at Dec. 31, 2016 | $ 681,590 | $ 676,742 | $ 380 | $ 722,019 | $ (45,657) | $ 4,848 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares pursuant to Equity Incentive Plan (in shares) | 23,980 | |||||
Issuance of shares pursuant to Equity Incentive Plan | 500 | 500 | 500 | |||
Issuance of shares, net of offering costs (in shares) | 1,443,482 | |||||
Issuance of shares, net of offering costs | 28,924 | 28,924 | $ 15 | 28,909 | ||
Issuance of restricted time-based shares (in shares) | 5,000 | |||||
Issuance of restricted time-based shares | 0 | |||||
Amortization of share based compensation | 2,410 | 619 | 619 | 1,791 | ||
Dividends declared on common shares | (38,495) | (38,495) | (38,495) | |||
Distributions declared on LTIP units | (721) | (721) | ||||
Reallocation of noncontrolling interest | 0 | 101 | 101 | (101) | ||
Net income | 24,222 | 24,055 | 24,055 | 167 | ||
Ending Balance (in shares) at Sep. 30, 2017 | 39,839,476 | |||||
Ending Balance at Sep. 30, 2017 | 698,430 | 692,446 | $ 395 | 752,148 | (60,097) | 5,984 |
Beginning Balance (in shares) at Dec. 31, 2017 | 45,375,266 | |||||
Beginning Balance at Dec. 31, 2017 | 809,780 | 803,162 | $ 450 | 871,730 | (69,018) | 6,618 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares pursuant to Equity Incentive Plan (in shares) | 21,670 | |||||
Issuance of shares pursuant to Equity Incentive Plan | 500 | 500 | 500 | |||
Issuance of shares, net of offering costs (in shares) | 1,117,250 | |||||
Issuance of shares, net of offering costs | 23,847 | 23,847 | $ 15 | 23,832 | ||
Amortization of share based compensation | 2,786 | 94 | 94 | 2,692 | ||
Dividends declared on common shares | (45,553) | (45,553) | (45,553) | |||
Distributions declared on LTIP units | (878) | (878) | ||||
Forfeited distributions declared on LTIP units | 652 | 652 | ||||
Reallocation of noncontrolling interest | 0 | 0 | 0 | 0 | ||
Net income | 31,044 | 30,813 | 30,813 | 231 | ||
Ending Balance (in shares) at Sep. 30, 2018 | 46,514,186 | |||||
Ending Balance at Sep. 30, 2018 | $ 822,178 | $ 812,863 | $ 465 | $ 896,156 | $ (83,758) | $ 9,315 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of shares, net of offering costs | $ 515 | $ 812 |
Common shares, dividend declared per share (in dollars per share) | $ 0.99 | $ 0.99 |
LTIP units, distributions per unit (in dollars per share) | $ 0.99 | $ 0.99 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||||
Net income | $ 14,691 | $ 14,493 | $ 31,044 | $ 24,222 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 35,744 | 34,501 | |||
Amortization of deferred franchise fees | 176 | 161 | |||
Amortization of deferred financing fees included in interest expense | 680 | 394 | |||
Impairment loss | 0 | 0 | 0 | 6,663 | $ 6,700 |
Share based compensation | 3,162 | 2,785 | |||
Income from unconsolidated real estate entities | (689) | (1,189) | (938) | (2,031) | |
Distributions from unconsolidated entities | 354 | 0 | |||
Changes in assets and liabilities: | |||||
Hotel receivables | (2,368) | (3,285) | |||
Deferred tax asset | 0 | 426 | |||
Deferred costs | (109) | (878) | |||
Prepaid expenses and other assets | (1,262) | (1,596) | |||
Accounts payable and accrued expenses | 4,948 | 5,246 | |||
Net cash provided by operating activities | 71,431 | 66,608 | |||
Cash flows from investing activities: | |||||
Improvements and additions to hotel properties | (23,309) | (21,524) | |||
Acquisition of hotel properties, net of cash acquired | 21,046 | 49,864 | |||
Distributions from unconsolidated entities | 3,871 | 2,001 | |||
Investment in unconsolidated real estate entities | 0 | (5,037) | |||
Net cash used in investing activities | (40,484) | (74,424) | |||
Cash flows from financing activities: | |||||
Borrowings on revolving credit facility | 83,000 | 82,000 | |||
Repayments on revolving credit facility | (85,000) | (59,500) | |||
Payments on mortgage debt | (3,638) | (3,094) | |||
Payment of financing costs | (954) | 0 | |||
Payment of offering costs | (515) | (812) | |||
Proceeds from issuance of common shares | 24,361 | 29,736 | |||
Distributions-common shares/units | (46,047) | (38,740) | |||
Net cash used in financing activities | (28,793) | 9,590 | |||
Net change in cash, cash equivalents and restricted cash | 2,154 | 1,774 | |||
Cash, cash equivalents and restricted cash, beginning of period | 36,499 | 37,201 | 37,201 | ||
Cash, cash equivalents and restricted cash, end of period | $ 38,653 | $ 38,975 | 38,653 | 38,975 | $ 36,499 |
Supplemental disclosure of cash flow information: | |||||
Cash paid for interest | 18,897 | 19,878 | |||
Cash paid for income taxes | $ 856 | $ 684 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Oct. 26, 2018 | Sep. 30, 2018 | Oct. 27, 2017 | Sep. 30, 2017 |
Accrued but unpaid distribution | $ 783 | |||
Accrued distributions payable | $ 5,578 | $ 5,217 | ||
Accrued share based compensation | 375 | 433 | ||
Accounts payable and accrued expenses | $ 2,172 | $ 1,797 | ||
Subsequent Event | ||||
Accrued but unpaid distribution | $ 395 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust (“REIT”) on October 26, 2009. The Company is internally-managed and invests primarily in upscale extended-stay and premium-branded select-service hotels. In January 2014, the Company established an At the Market Equity Offering ("Prior ATM Plan") whereby, from time to time, we may publicly offer and sell up to $50 million of our common shares by means of ordinary brokers’ transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, with Cantor Fitzgerald & Co. ("Cantor") acting as sales agent. On January 13, 2015, the Company entered into a sales agreement with Barclays Capital Inc. (“Barclays”) to add Barclays as an additional sales agent under the Company’s Prior ATM Plan. The Company filed a $100 million registration statement for a new ATM program (the "ATM Plan" and together with the Prior ATM Plan, the "ATM Plans") on December 28, 2017 to replace the prior program. At the same time, the Company entered into sales agreements with Cantor, Barclays, Robert W. Baird & Co. Incorporated, ("Baird"), Citigroup Global Markets Inc. ("Citigroup"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and Wells Fargo Securities, LLC ("Wells Fargo") as sales agents. During the three months ended September 30, 2018 , we issued 350,845 shares under the ATM Plan at a weighted average price of $21.55 , which generated $7.6 million of gross proceeds. As of September 30, 2018 , we had issued 2,498,540 shares under the ATM Plans at an average price of $21.83 . As of September 30, 2018 , there was approximately $92.4 million available for issuance under the ATM Plan. In January 2014, the Company established a $25 million dividend reinvestment and stock purchase plan (the "Prior DRSPP"). We filed a new $50 million shelf registration statement for the dividend reinvestment and stock purchase plan (the "New DRSPP" and together with the Prior DRSPP, the "DRSPPs") on December 28, 2017 to replace the prior program. Under the DRSPPs, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on the Company's common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectus for the DRSPPs. During the three months ended September 30, 2018 , we issued 286,529 shares under the New DRSPP at a weighted average price of $21.35 , which generated $6.1 million of gross proceeds. As of September 30, 2018 , we had issued 1,501,710 shares under the DRSPPs at an average price of $21.61 . As of September 30, 2018 , there was approximately $33.2 million available for issuance under the New DRSPP. The net proceeds from any share offerings or issuances are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. Chatham Lodging Trust is the sole general partner of the Operating Partnership and owns 100% of the common units of limited partnership interest in the Operating Partnership. Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets. As of September 30, 2018 , the Company wholly owned 41 hotels with an aggregate of 6,116 rooms located in 15 states and the District of Columbia. As of September 30, 2018 , the Company also (i) held a 10.3% noncontrolling interest in a joint venture (the “NewINK JV”) with affiliates of Colony Capital, Inc. ("CLNY"), which was formed in the second quarter of 2014 and acquired 47 hotels comprising an aggregate of 6,098 rooms from a joint venture (the "Innkeepers JV") between the Company and Cerberus Capital Management ("Cerberus") and (ii) held a 10% noncontrolling interest in a separate joint venture (the "Inland JV") with affiliates of CLNY, which was formed in the fourth quarter of 2014 and acquired 48 hotels from Inland American Real Estate Trust, Inc. ("Inland"), comprising an aggregate of 6,402 rooms. We sometimes refer to the NewINK JV and Inland JV collectively as the ("JVs"). To qualify as a REIT, the Company cannot operate the hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's wholly owned hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. The Company indirectly (i) owns its 10.3% interest in all of the 47 NewINK JV hotels and (ii) owns its 10% interest in all of the 48 Inland JV hotels through the Operating Partnership. All of the NewINK JV hotels and Inland JV hotels are leased to TRS Lessees, in which the Company indirectly owns noncontrolling interests through its TRS holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. The initial term of each of the TRS leases is 5 years . Lease revenue from each TRS Lessee is eliminated in consolidation. The TRS Lessees have entered into management agreements with third-party management companies that provide day-to-day management for the hotels. As of September 30, 2018 , Island Hospitality Management LLC (“IHM”), which is 51% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all 41 of the Company’s wholly owned hotels. As of September 30, 2018 , all of the NewINK JV hotels were managed by IHM. As of September 30, 2018 , 34 of the Inland JV hotels were managed by IHM and 14 of the Inland JV hotels were managed by Marriott International, Inc. ("Marriott"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
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. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition of hotels. The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of December 31, 2017 , which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Recently Adopted Accounting Policies On January 1, 2018, the Company adopted accounting guidance under Accounting Standards Codification (ASU) Topic 2014-09, "Revenue from Contracts with Customers" on a modified retrospective basis. Our current revenue streams are not affected under the new model and we did not recognize a cumulative effect adjustment as part of the modified retrospective method of adoption. Furthermore, the new accounting guidance will not materially impact the recognition of or the accounting for disposition of hotels, since we primarily dispose of hotels to third parties in exchange for cash with few contingencies. As it relates to capitalization of costs to acquire customer contracts, the Company has elected to use the Financial Accounting Standards Board's ("FASB") practical expedient which allows us to expense costs to acquire customer contracts as they are incurred due to their short-term nature for a specified number of nights that never exceed one year. This guidance applies to all contracts as of the adoption date. The Company has applied all relevant disclosures of this standard. On January 1, 2018, the Company adopted accounting guidance under ASU 2016-15 ("ASU 2016-15"), Classification of Certain Cash Receipts and Cash Payments, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. The Company has certain cash payments and receipts related to debt extinguishment that will be affected by the new standard. The company has historically classified distributions received from equity method investments under the cumulative earnings approach. As such, there was no impact due to application of the new guidance. The Company has applied the new guidance on a retrospective basis. On January 1, 2018, the Company adopted accounting guidance under ASU 2016-18 ("ASU 2016-18"), Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. This standard addresses presentation of restricted cash in the consolidated statements of cash flows only. Restricted cash represents purchase price deposits held in escrow for potential hotel acquisitions under contract and escrow reserves such as reserves for capital expenditures, property taxes or insurance that are required pursuant to the Company's loans. The Company has applied the new guidance on a retrospective basis. Recently Issued Accounting Standards On February 25, 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. The Company is the lessee on certain air/land rights arrangements and an office lease and expects to record right of use assets and lease liabilities for these leases under the new standard. This guidance is effective for the Company on January 1, 2019, however, early adoption is permitted. The Company expects to use FASB's practical expedient which provides the Company the option to apply the new guidance at its effective date (January 1, 2019) without having to adjust the 2018 and 2017 comparative financial statements. The Company is evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. |
Acquisition of Hotel Properties
Acquisition of Hotel Properties | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Hotel Properties | Acquisition of Hotel Properties Hotel Purchase Price Allocation We acquired the Residence Inn Summerville ("RI Summerville") hotel in Summerville, SC for $20.8 million on August 27, 2018. The allocation of the purchase price, based on the fair value on the date of its acquisition, was (in thousands): RI Summerville Acquisition date 8/27/2018 Number of Rooms 96 Land $ 2,300 Building and improvements 16,954 Furniture, fixtures and equipment 1,440 Accounts payable and accrued expenses (54 ) Net assets acquired, net of cash $ 20,640 The value of the assets acquired was primarily based on a sales comparison approach (for land) and a depreciated replacement cost approach (for building and improvements and furniture, fixtures and equipment). The sales comparison approach uses inputs of recent land sales in the respective hotel markets. The depreciated replacement cost approach uses inputs of both direct and indirect replacement costs using a nationally recognized authority on replacement cost information as well as the age, square footage and number of rooms of the respective assets. The amount of revenue and operating income from the hotels acquired in 2018 and 2017 from their respective dates of acquisition through September 30, 2018 is as follows (in thousands): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Acquisition Date Revenue Operating Income Revenue Operating Income Revenue Operating Income Revenue Operating Income Hilton Garden Inn Portsmouth, NH 09/20/2017 $ 3,075 $ 1,174 $ 392 $ 241 $ 6,826 $ 1,724 $ 392 $ 241 Courtyard Summerville, SC 11/15/2017 978 147 — — 3,079 672 — — Embassy Suites Springfield, VA 12/06/2017 3,472 720 — — 10,803 2,518 — — Residence Inn Summerville, SC 08/27/2018 186 (147 ) — — 186 (182 ) — — Total $ 7,711 $ 1,894 $ 392 $ 241 $ 20,894 $ 4,732 $ 392 $ 241 |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts at a level believed to be adequate to absorb estimated probable losses. That estimate is based on past loss experience, current economic and market conditions and other relevant factors. The allowance for doubtful accounts was $0.2 million and $0.2 million as of September 30, 2018 and December 31, 2017 , respectively. |
Investment in Hotel Properties
Investment in Hotel Properties | 9 Months Ended |
Sep. 30, 2018 | |
Investments Schedule [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties as of September 30, 2018 and December 31, 2017 consisted of the following (in thousands): September 30, 2018 December 31, 2017 Land and improvements $ 293,353 $ 291,054 Building and improvements 1,167,482 1,140,477 Furniture, fixtures and equipment 67,583 63,443 Renovations in progress 24,007 13,262 1,552,425 1,508,236 Less: accumulated depreciation (223,865 ) (188,154 ) Investment in hotel properties, net $ 1,328,560 $ 1,320,082 During the year ended December 31, 2017, the Company identified indicators of impairment at its Washington PA SHS hotel, primarily due to decreased operating performance and continued economic weakness. As such, the Company was required to perform a test of recoverability. This test compared the sum of the estimated future undiscounted cash flow attributable to the hotel over its remaining anticipated holding period and its expected value upon disposition to our carrying value for the hotel. The Company determined that the estimated undiscounted future cash flow attributable to the hotel did not exceed its carrying value and an impairment existed. As a result, the Company recorded a $6.7 million impairment charge in the consolidated statements of operations during the year ended December 31, 2017. Fair value was determined based on a discounted cash flow model using our estimates of future cash flows and third-party market data, which we considered Level 3 inputs. We may record additional impairment charges if operating results of this hotel are materially different from our forecasts, the economy and lodging industry weakens, or we shorten our contemplated holding period. There were no impairments recorded in 2018 . |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entities | Investment in Unconsolidated Entities On June 9, 2014, the Company acquired a 10.3% interest in the NewINK JV, a joint venture between affiliates of NorthStar Realty Finance Corp. ("NorthStar") and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony Capital, Inc. ("Colony") on January 10, 2017 to form a new company, CLNY, which owns a 89.7% interest in the NewINK JV. The values of NewINK JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of September 30, 2018 and 2017 , the Company’s share of partners’ capital in the NewINK JV was approximately $49.4 million and $52.8 million , respectively, and the total difference between the carrying amount of investment and the Company’s share of partners’ capital was approximately $57.4 million and $58.7 million , respectively, (for which the basis difference related to amortizing assets is being recognized over the life of the related assets as a basis difference adjustment). The Company serves as managing member of the NewINK JV. During the three and nine months ended September 30, 2018 and 2017 , the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Cash generated from other activities and excess cash $ 1,182 $ 1,182 $ 2,775 $ 1,901 Total $ 1,182 $ 1,182 $ 2,775 $ 1,901 On November 17, 2014, the Company acquired a 10.0% interest in the Inland JV, a joint venture between affiliates of NorthStar and the Operating Partnership. The Company accounts for this investment under the equity method. NorthStar merged with Colony Capital, Inc. ("Colony") on January 10, 2017 to form a new company, CLNY, which owns a 90.0% interest in the Inland JV. The values of Inland JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of September 30, 2018 and 2017 , the Company's share of partners' capital in the Inland JV was approximately $33.3 million and $36.6 million , respectively, and the total difference between the carrying amount of the investment and the Company's share of partners' capital was approximately $10.8 million and $11.2 million , respectively (for which the basis difference related to amortizing assets is being recognized over the life of the related assets as a basis difference adjustment). The Company serves as managing member of the Inland JV. During the three and nine months ended September 30, 2018 and 2017 , the Company received cash distributions from the Inland JV as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Cash generated from other activities and excess cash $ 200 $ 100 1,450 $ 100 Total $ 200 $ 100 1,450 $ 100 On May 9, 2017, the NewINK JV refinanced the $840.0 million loan collateralized by the 47 hotels with a new $850.0 million loan. The new non-recourse loan is with Morgan Stanley Bank, N.A. The new loan bears interest at a rate of LIBOR plus a spread of 2.79% , has an initial maturity date of June 7, 2019 and three one -year extension options. On June 9, 2017, the Inland JV refinanced the $817.0 million loan collateralized by the 48 hotels with a new $780.0 million non-recourse loan with Column Financial, Inc. On June 9, 2017, the Company contributed an additional $5.0 million of capital related to its share in the Inland JV to reduce the debt collateralized by the 48 hotels. The new loan bears interest at a rate of LIBOR plus a spread of 3.3% , has an initial maturity date of July 9, 2019 and three one -year extension options. The Company’s ownership interests in the JVs are subject to change in the event that either the Company or CLNY calls for additional capital contributions to the respective JVs necessary for the conduct of business, including contributions to fund costs and expenses related to capital expenditures. In connection with (i) the non-recourse mortgage loan secured by the NewINK JV properties and the related non-recourse mezzanine loan secured by the membership interests in the owners of the NewINK JV properties and (ii) the non-recourse mortgage loan secured by the Inland JV properties, the Operating Partnership provided the applicable lenders with customary environmental indemnities, as well as guarantees of certain customary non-recourse carve-out provisions such as fraud, material and intentional misrepresentations and misapplication of funds. In some circumstances, such as the bankruptcy of the applicable borrowers, the guarantees are for the full amount of the outstanding debt, but in most circumstances, the guarantees are capped at 15% of the debt outstanding at the time in question (in the case of the NewINK JV loans) or 20% of the debt outstanding at the time in question (in the case of the Inland JV loans). In connection with each of the NewINK JV and Inland JV loans, the Operating Partnership has entered into a contribution agreement with its JV partner whereby the JV partner is, in most cases, responsible to cover such JV partner’s pro rata share of any amounts due by the Operating Partnership under the applicable guarantees and environmental indemnities. The Company manages the JVs and will receive a promote interest in each applicable JV if it meets certain return thresholds for such JV. CLNY may also approve certain actions by the JVs without the Company’s consent, including certain property dispositions conducted at arm’s length, certain actions related to the restructuring of the applicable JV and removal of the Company as managing member in the event the Company fails to fulfill its material obligations under the applicable joint venture agreement. The Company's investments in the NewINK JV and the Inland JV were $(8.0) million and $22.5 million , respectively, at September 30, 2018 and $(6.6) million and $24.4 million , respectively, at December 31, 2017 . The following table sets forth the combined components of net income, including the Company’s allocable share, related to all JVs for the three and nine months ended September 30, 2018 and 2017 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Revenue $ 136,087 $ 134,048 $ 381,150 $ 372,813 Total hotel operating expenses 86,638 78,107 248,298 221,366 Operating income $ 49,449 $ 55,941 $ 132,852 $ 151,447 Net income (loss) from continuing operations $ 2,790 $ 7,721 $ (2,681 ) $ 8,282 Net income (loss) $ 2,790 $ 7,721 $ (2,681 ) $ 8,282 Income (loss) allocable to the Company $ 290 $ 790 $ (259 ) $ 855 Basis difference adjustment 399 399 1,197 1,176 Total income from unconsolidated real estate entities attributable to the Company $ 689 $ 1,189 $ 938 $ 2,031 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s mortgage loans are collateralized by first-mortgage liens on certain of the Company’s properties. The mortgage loans are non-recourse except for instances of fraud or misapplication of funds. Mortgage and senior unsecured revolving credit facility debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date 9/30/18 Balance Outstanding on Loan as of September 30, 2018 December 31, Senior Unsecured Revolving Credit Facility (1) 4.15 % March 8, 2022 $ — $ 30,000 $ 32,000 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 18,591 13,464 13,762 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 46,280 28,034 28,469 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 31,404 16,002 16,253 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 30,552 21,902 22,251 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 31,797 18,078 18,375 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 35,834 22,104 22,437 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 66,225 44,881 45,462 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 37,614 32,758 33,160 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 80,195 64,800 64,800 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 84,794 70,700 70,700 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 61,519 48,600 48,600 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 56,269 37,900 37,900 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 35,898 30,000 30,000 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 40,929 21,459 21,760 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 15,006 16,031 16,225 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 14,751 18,102 18,300 Total debt before unamortized debt issue costs $ 687,658 $ 534,815 $ 540,454 Unamortized mortgage debt issue costs (1,865 ) (2,138 ) Total debt outstanding $ 532,950 $ 538,316 (1) The interest rate for the senior unsecured revolving credit facility is variable and based on either LIBOR plus an applicable margin ranging from 1.55% to 2.3% , or prime plus an applicable margin of 0.55% to 1.3% . At September 30, 2018 and December 31, 2017 , the Company had $30.0 million and $32.0 million , respectively, of outstanding borrowings under its senior unsecured revolving credit facility. At September 30, 2018 , the maximum borrowing availability under the senior unsecured revolving credit facility was $250.0 million . The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates. All of the Company's mortgage loans are fixed-rate. Rates take into consideration general market conditions, quality and estimated value of collateral and maturity of debt with similar credit terms and are classified within level 3 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt as of September 30, 2018 and December 31, 2017 was $489.4 million and $506.6 million , respectively. The Company estimates the fair value of its variable rate debt by taking into account general market conditions and the estimated credit terms it could obtain for debt with similar maturity and is classified within level 3 of the fair value hierarchy. As of September 30, 2018 , the Company’s only variable rate debt is under its senior unsecured revolving credit facility. The estimated fair value of the Company’s variable rate debt as of September 30, 2018 and December 31, 2017 was $30.0 million and $32.0 million , respectively. As of September 30, 2018 , the Company was in compliance with all of its financial covenants. At September 30, 2018 , the Company’s consolidated fixed charge coverage ratio was 3.3 and the credit facility covenant is 1.5 . Future scheduled principal payments of debt obligations as of September 30, 2018 , for the current year and each of the next four calendar years and thereafter are as follows (in thousands): Amount 2018 (remaining three months) $ 1,402 2019 6,992 2020 9,536 2021 21,945 2022 39,954 2023 142,508 Thereafter 312,478 Total debt before unamortized debt issue costs $ 534,815 Unamortized mortgage debt issue costs (1,865 ) Total debt outstanding $ 532,950 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s TRS is subject to federal and state income taxes. The components of income tax expense for the following periods are as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Federal $ — $ — $ — $ 271 State — — — 46 Tax expense (benefit) $ — $ — $ — $ 317 As of each reporting date, the Company's management considers new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets. The Company's TRS is expecting increased taxable losses in 2018. As of September 30, 2018 , the TRS continues to recognize a full valuation allowance equal to 100% of the gross deferred tax assets, with the exception of the AMT tax credit, due to the uncertainty of the TRS's ability to utilize these deferred tax assets. Management will continue to monitor the need for a valuation allowance. During the third quarter of 2018, the Company was notified that the tax return of the Company's TRS was going to be examined by the Internal Revenue Service for the tax year ended December 31, 2016. The examination remains open. The Company believes it does not need to record a liability related to matters contained in the tax period open to examination. However, should the Company experience an unfavorable outcome in the matter, such outcome could have a material impact on its results of operations, financial position and cash flows. |
Dividends Declared and Paid
Dividends Declared and Paid | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Dividends Declared and Paid | Dividends Declared and Paid The Company declared total common share dividends of $0.33 per share and distributions on LTIP units of $0.33 per unit for the three months ended September 30, 2018 and $0.99 per share and distributions on LTIP units of $0.99 per unit for the nine months ended September 30, 2018 . The dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount January 1/31/2018 2/23/2018 $ 0.11 $ 0.11 February 2/28/2018 3/30/2018 0.11 0.11 March 3/29/2018 4/27/2018 0.11 0.11 1st Quarter 2018 $ 0.33 $ 0.33 April 4/30/2018 5/25/2018 $ 0.11 $ 0.11 May 5/31/2018 6/29/2018 0.11 0.11 June 6/29/2018 7/27/2018 0.11 $ 0.11 2nd Quarter 2018 $ 0.33 $ 0.33 July 7/31/2018 8/31/2018 $ 0.11 $ 0.11 August 8/31/2018 9/28/2018 0.11 0.11 September 9/28/2018 10/26/2018 0.11 0.11 3rd Quarter 2018 $ 0.33 $ 0.33 Total 2018 $ 0.99 $ 0.99 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The two-class method is used to determine earnings per share because unvested restricted shares and unvested LTIP units are considered to be participating shares. The LTIP units held by the non-controlling interest holders, which may be converted to common shares of beneficial interest, have been excluded from the denominator of the diluted earnings per share calculation as there would be no effect on the amounts since limited partners' share of income or loss would also be added back to net income or loss. Unvested restricted shares, unvested long-term incentive plan units and unvested Class A Performance LTIP units that could potentially dilute basic earnings per share in the future would not be included in the computation of diluted loss per share, for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Numerator: Net income attributable to common shareholders $ 14,580 $ 14,392 $ 30,813 $ 24,055 Dividends paid on unvested shares and units (81 ) (64 ) (229 ) (171 ) Net income attributable to common shareholders $ 14,499 $ 14,328 $ 30,584 $ 23,884 Denominator: Weighted average number of common shares - basic 46,149,765 39,298,974 45,925,178 38,731,900 Unvested shares 235,204 251,520 153,380 228,555 Weighted average number of common shares - diluted 46,384,969 39,550,494 46,078,558 38,960,455 Basic income per Common Share: Net income attributable to common shareholders per weighted average basic common share $ 0.31 $ 0.36 $ 0.67 $ 0.62 Diluted income per Common Share: Net income attributable to common shareholders per weighted average diluted common share $ 0.31 $ 0.36 $ 0.66 $ 0.61 |
Equity Incentive Plan
Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan The Company maintains its Equity Incentive Plan to attract and retain independent trustees, executive officers and other key employees and service providers. The plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. The plan was amended and restated as of May 17, 2013 to increase the maximum number of shares available under the plan to 3,000,000 shares. Share awards under this plan generally vest over three years, though compensation for the Company’s independent trustees includes share grants that vest immediately. The Company pays dividends on unvested shares and units, except for performance based shares and outperformance based units, for which dividends on unvested performance based shares and units are not paid until those shares or units vest. Certain awards may provide for accelerated vesting if there is a change in control. In January 2018 and 2017 , the Company issued 21,670 and 23,980 common shares, respectively, to its independent trustees as compensation for services performed in 2017 and 2016 , respectively. As of September 30, 2018 , there were 1,405,529 common shares available for issuance under the Equity Incentive Plan. Restricted Share Awards From time to time, the Company may award restricted shares under the Equity Incentive Plan as compensation to officers, employees and non-employee trustees. The Company recognizes compensation expense for the restricted shares on a straight-line basis over the vesting period based on the fair market value of the shares on the date of issuance. A summary of the Company’s restricted share awards for the nine months ended September 30, 2018 and the year ended December 31, 2017 is as follows: Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Number of Shares Weighted - Average Grant Date Fair Value Number of Shares Weighted - Average Grant Date Fair Value Non-vested at beginning of the period 57,514 $ 23.78 110,825 $ 22.05 Granted — — 5,000 20.20 Vested (30,084 ) 26.24 (32,441 ) 25.77 Forfeited (24,096 ) 21.21 (25,870 ) 13.17 Non-vested at end of the period 3,334 $ 20.20 57,514 $ 23.78 As of September 30, 2018 and December 31, 2017 , there were $43.1 thousand and $0.1 million , respectively, of unrecognized compensation costs related to restricted share awards. As of September 30, 2018 , these costs were expected to be recognized over a weighted–average period of approximately 1.3 years . For the three months ended September 30, 2018 and 2017 , the Company recognized approximately $8.4 thousand and $0.2 million , respectively, and for the nine months ended September 30, 2018 and 2017 , the Company recognized approximately $0.1 million and $0.4 million , respectively, of expense related to the restricted share awards. Long-Term Incentive Plan Awards LTIP units are a special class of partnership interests in the Operating Partnership which may be issued to eligible participants for the performance of services to or for the benefit of the Company. Under the Equity Incentive Plan, each LTIP unit issued is deemed equivalent to an award of one common share thereby reducing the number of shares available for other equity awards on a one -for-one basis. A summary of the Company's LTIP Unit awards for the nine months ended September 30, 2018 and the year ended December 31, 2017 is as follows: Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Number of Weighted - Number of Weighted - Non-vested at beginning of the period 482,056 $ 16.58 295,551 $ 14.36 Granted 244,917 16.94 223,922 19.20 Vested (67,275 ) 16.42 (37,417 ) 14.73 Forfeited (183,300 ) $ 14.13 — $ — Non-vested at end of the period 476,398 $ 17.15 482,056 $ 16.58 Outperformance Plan LTIP Awards On June 1, 2015, the Company's Operating Partnership granted 183,300 Class A Performance LTIP units, as recommended by the Compensation Committee of the Board (the “Compensation Committee”), pursuant to a long-term, multi-year performance plan (the “Outperformance Plan”). As of June 1, 2018, the Class A Performance LTIP units did not meet the required market based Total Shareholder Return ("TSR") measurements and therefore, the accrued dividends and units have been forfeited. The Company will continue to amortize the remaining expense related to these awards over the next two years due to the awards being market based. Time-Based LTIP Awards On March 1, 2018, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 97,968 time-based awards (the “2018 Time-Based LTIP Unit Award”). The grants were made pursuant to award agreements that provide for time-based vesting (the "LTIP Unit Time-Based Vesting Agreement"). Time-based LTIP Unit Awards will vest ratably provided that the recipient remains employed by the Company through the applicable vesting date , subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Prior to vesting, a holder is entitled to receive distributions on the LTIP Units that comprise the 2018 Time-Based LTIP Unit Awards and the prior year LTIP unit Awards set forth in the table above. Performance-Based LTIP Awards On March 1, 2018, the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted 146,949 performance-based awards (the "2018 Performance-Based LTIP Unit Awards"). The grants were made pursuant to award agreements that have market based vesting conditions. The Performance-Based LTIP Unit Awards are comprised of Class A Performance LTIP Units that will vest only if and to the extent that (i) the Company achieves certain long-term market based TSR criteria established by the Compensation Committee and (ii) the recipient remains employed by the Company through the vesting date, subject to acceleration of vesting in the event of the recipient’s death, disability, termination without cause or resignation with good reason, or in the event of a change of control of the Company. Compensation expense is based on an estimated value of $17.02 per 2018 Performance-Based LTIP Unit Award, which takes into account that some or all of the awards may not vest if long-term market based TSR criteria are not met during the vesting period. The 2018 Performance-Based LTIP Unit Awards may be earned based on the Company’s relative TSR performance for the three -year period beginning on March 1, 2018 and ending on February 28, 2021. The 2018 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 150% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 50th 100% Maximum 75th 150% Payouts at performance levels in between the hurdles will be calculated by straight-line interpolation. The Company estimated the aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC 718, excluding the effect of estimated forfeitures, using a Monte Carlo approach. In determining the discounted value of the LTIP units, the Company considered the inherent uncertainty that the LTIP units would never reach parity with the other common units of the Operating Partnership and thus have an economic value of zero to the grantee. Additional factors considered in estimating the value of LTIP units included discounts for illiquidity; expectations for future dividends; risk free interest rates; stock price volatility; and economic environment and market conditions. The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows: Grant Date Number of Units Granted Estimated Value Per Unit Volatility Dividend Yield Risk Free Interest Rate Outperformance Plan LTIP Unit Awards 6/1/2015 183,300 $14.13 26% 4.5% 0.95% 2016 Time-Based LTIP Unit Awards 1/28/2016 72,966 $16.69 28% —% 0.79% 2016 Performance-Based LTIP Unit Awards 1/28/2016 39,285 $11.09 30% 5.8% 1.13% 2017 Time-Based LTIP Unit Awards 3/1/2017 89,574 $18.53 24% —% 0.92% 2017 Performance-Based LTIP Unit Awards 3/1/2017 134,348 $19.65 25% 5.8% 1.47% 2018 Time-Based LTIP Unit Awards 3/1/2018 97,968 $16.83 26% —% 2.07% 2018 Performance-Based LTIP Unit Awards 3/1/2018 146,949 $17.02 26% 6.2% 2.37% The Company recorded $0.9 million and $0.7 million in compensation expense related to the LTIP units for the three months ended September 30, 2018 and 2017 , respectively, and for the nine months ended September 30, 2018 and 2017 , the Company recognized approximately $2.7 million and $1.8 million , respectively. As of September 30, 2018 and December 31, 2017 , there was $5.9 million and $4.4 million , respectively, of total unrecognized compensation cost related to LTIP units. This cost is expected to be recognized over approximately 2.0 years , which represents the weighted average remaining vesting period of the LTIP units. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The nature of the operations of the Company's hotels exposes those hotels, the Company and the Operating Partnership to the risk of claims and litigation in the normal course of their business. IHM is currently a defendant in two related class action lawsuits pending in the Santa Clara County Superior Court. The first class action lawsuit was filed on October 21, 2016 under the title Ruffy, et al, v. Island Hospitality Management, LLC, et al. Case No. 16-CV-301473 and the second class action was filed on March 21, 2018 under the title Doonan, et al, v. Island Hospitality Management, LLC, et al. Case No. 18-CV-325187. The class actions relate to hotels operated by IHM in the state of California and owned by affiliates of the Company and the NewINK JV, and/or certain third parties. The complaints allege various wage and hour law violations based on alleged misclassification of certain hotel managerial staff and violation of certain California statutes regarding incorrect information contained on employee paystubs. The plaintiffs seek injunctive relief, money damages, penalties, and interest. None of the potential classes has been certified and we are defending our case vigorously. As of September 30, 2018 , included in accounts payable is $0.2 million which represents an estimate of the Company’s total exposure to the litigation. Hotel Ground Rent The Courtyard Altoona hotel is subject to a ground lease with an expiration date of April 30, 2029 with an extension option by the Company of up to 12 additional terms of five years each. Monthly payments are determined by the quarterly average room occupancy of the hotel. Rent is currently equal to approximately $8,400 per month when monthly occupancy is less than 85% and can increase up to approximately $20,000 per month if occupancy is 100% , with minimum rent increased by two and one-half percent ( 2.5% ) on an annual basis. The Residence Inn Gaslamp hotel is subject to a ground lease with an expiration date of January 31, 2065 with an extension option by the Company of up to three additional terms of ten years each. Monthly payments are currently approximately $40,300 per month and increase 10% every five years. The hotel is subject to annual supplemental rent payments calculated as 5% of gross revenues during the applicable lease year, minus 12 times the monthly base rent scheduled for the lease year. The Residence Inn New Rochelle is subject to an air rights lease and garage lease that each expire on December 1, 2104 . The lease agreements with the City of New Rochelle cover the space above the parking garage that is occupied by the hotel as well as 128 parking spaces in a parking garage that is attached to the hotel. The annual base rent for the garage lease is the hotel’s proportionate share of the city’s adopted budget for the operations, management and maintenance of the garage and established reserves to fund for the cost of capital repairs. Aggregate rent for 2018 is approximately $29,000 per quarter. The Hilton Garden Inn Marina del Rey hotel is subject to a ground lease with an expiration date of December 31, 2067 . Minimum monthly payments are currently approximately $47,500 per month and a percentage rent payment equal to 5% to 25% of gross income based on the type of income less the minimum rent is due in arrears. Office Lease The Company entered into a new corporate office lease in September 2015. The lease is for a term of 11 years and includes a 12 -month rent abatement period and certain tenant improvement allowances. The Company has a renewal option of up to two successive terms of five years each. The Company shares the space with related parties and is reimbursed for the pro-rata share of rentable space occupied by the related parties. Future minimum rental payments under the terms of all non-cancellable operating ground leases and the office lease under which the Company is the lessee are expensed on a straight-line basis regardless of when payments are due. The following is a schedule of the minimum future payments required under the ground, air rights, garages leases and office lease as of September 30, 2018 , for the remainder of 2018 and for each of the next five calendar years and thereafter (in thousands): Other Leases (1) Office Lease Amount 2018 (remaining three months) $ 318 $ 196 2019 1,273 792 2020 1,320 812 2021 1,326 832 2022 1,329 853 2023 1,332 873 Thereafter 69,225 2,436 Total $ 76,123 $ 6,794 (1) Other leases includes ground, garage and air rights leases at our hotels. Management Agreements The management agreements with IHM have an initial term of five years and automatically renew for two five -year periods unless IHM provides written notice to us no later than 90 days prior to the then current term’s expiration date of its intent not to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel for no termination fee, with six months advance notice. The IHM management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation. Terms of the Company's management agreements entered into during the three and nine months ended September 30, 2018 are as follows: Property Management Company Base Management Fee Monthly Accounting Fee Monthly Revenue Management Fee Incentive Management Fee Residence Inn Summerville IHM 3.0% $1,500 $1,000 1.0% Management fees totaled approximately $2.9 million and $2.7 million , respectively, for the three months ended September 30, 2018 and 2017 , respectively, and approximately $8.2 million and $7.5 million , respectively, for the nine months ended September 30, 2018 and 2017 . Franchise Agreements The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Terms of the Company's franchise agreements entered into during the three and nine months ended September 30, 2018 are as follows: Property Franchise Company Franchise/Royalty Fee Marketing Program Fee Expiration Residence Inn Summerville Marriott International, Inc 6.0% 2.5% 2038 Franchise and marketing fees totaled approximately $6.9 million and $6.4 million , respectively, for the three months ended September 30, 2018 and 2017 and approximately $19.0 million and $17.8 million , respectively, for the nine months ended September 30, 2018 and 2017 . The initial term of the agreements range from 10 to 30 years with the weighted average expiration being September 2030 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Mr. Fisher owns 51% of IHM. As of September 30, 2018 , the Company had hotel management agreements with IHM to manage all 41 of its wholly owned hotels. As of September 30, 2018 , all 47 hotels owned by the NewINK JV and 34 of the 48 hotels owned by the Inland JV are managed by IHM. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for the three months ended September 30, 2018 and 2017 were $2.9 million and $2.7 million , respectively, and for the nine months ended September 30, 2018 and 2017 were $8.2 million and $7.5 million , respectively. At September 30, 2018 and December 31, 2017 , the amounts due to IHM were $1.4 million and $1.2 million , respectively. Cost reimbursements from unconsolidated real estate entities revenue represent reimbursements of costs incurred on behalf of the NewINK JV, Inland JV and an entity, Castleblack Owner Holding, LLC ("Castleblack"), which is 97.5% owned by affiliates of CLNY and 2.5% owned by Mr. Fisher. These costs relate primarily to corporate payroll costs at the NewINK and Inland JVs where the Company is the employer. As the Company records cost reimbursements based upon costs incurred with no added markup, the revenue and related expense has no impact on the Company’s operating income or net income. Cost reimbursements from the JVs are recorded based upon the occurrence of a reimbursed activity. Various shared office expenses and rent are paid by the Company and allocated to the NewINK JV, the Inland JV, Castleblack and IHM based on the amount of square footage occupied by each entity. Insurance expense for medical, workers compensation and general liability are paid by the NewINK JV and allocated back to the hotel properties or applicable entity for the three months ended September 30, 2018 and 2017 were $2.0 million and $1.6 million , respectively, and for the nine months ended September 30, 2018 and 2017 were $5.7 million and $ 4.9 million , respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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. generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. These unaudited consolidated financial statements, in the opinion of management, include all adjustments consisting of normal, recurring adjustments which are considered necessary for a fair statement of the consolidated balance sheets, consolidated statements of operations, consolidated statements of equity, and consolidated statements of cash flows for the periods presented. Interim results are not necessarily indicative of full year performance due to seasonal and other factors, including the timing of the acquisition of hotels. The consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements prepared in accordance with GAAP, and the related notes thereto as of December 31, 2017 , which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Recently Adopted Accounting Policies and Recently Issued Accounting Standards | Recently Adopted Accounting Policies On January 1, 2018, the Company adopted accounting guidance under Accounting Standards Codification (ASU) Topic 2014-09, "Revenue from Contracts with Customers" on a modified retrospective basis. Our current revenue streams are not affected under the new model and we did not recognize a cumulative effect adjustment as part of the modified retrospective method of adoption. Furthermore, the new accounting guidance will not materially impact the recognition of or the accounting for disposition of hotels, since we primarily dispose of hotels to third parties in exchange for cash with few contingencies. As it relates to capitalization of costs to acquire customer contracts, the Company has elected to use the Financial Accounting Standards Board's ("FASB") practical expedient which allows us to expense costs to acquire customer contracts as they are incurred due to their short-term nature for a specified number of nights that never exceed one year. This guidance applies to all contracts as of the adoption date. The Company has applied all relevant disclosures of this standard. On January 1, 2018, the Company adopted accounting guidance under ASU 2016-15 ("ASU 2016-15"), Classification of Certain Cash Receipts and Cash Payments, which clarifies and provides specific guidance on eight cash flow classification issues with an objective to reduce the current diversity in practice. The Company has certain cash payments and receipts related to debt extinguishment that will be affected by the new standard. The company has historically classified distributions received from equity method investments under the cumulative earnings approach. As such, there was no impact due to application of the new guidance. The Company has applied the new guidance on a retrospective basis. On January 1, 2018, the Company adopted accounting guidance under ASU 2016-18 ("ASU 2016-18"), Restricted Cash, which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. This standard addresses presentation of restricted cash in the consolidated statements of cash flows only. Restricted cash represents purchase price deposits held in escrow for potential hotel acquisitions under contract and escrow reserves such as reserves for capital expenditures, property taxes or insurance that are required pursuant to the Company's loans. The Company has applied the new guidance on a retrospective basis. Recently Issued Accounting Standards On February 25, 2016, the FASB issued ASU 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. The Company is the lessee on certain air/land rights arrangements and an office lease and expects to record right of use assets and lease liabilities for these leases under the new standard. This guidance is effective for the Company on January 1, 2019, however, early adoption is permitted. The Company expects to use FASB's practical expedient which provides the Company the option to apply the new guidance at its effective date (January 1, 2019) without having to adjust the 2018 and 2017 comparative financial statements. The Company is evaluating the impact that ASU 2016-02 will have on its consolidated financial statements and related disclosures. |
Acquisition of Hotel Properti_2
Acquisition of Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The allocation of the purchase price, based on the fair value on the date of its acquisition, was (in thousands): RI Summerville Acquisition date 8/27/2018 Number of Rooms 96 Land $ 2,300 Building and improvements 16,954 Furniture, fixtures and equipment 1,440 Accounts payable and accrued expenses (54 ) Net assets acquired, net of cash $ 20,640 |
Revenue and Operating Income of New Hotels Acquired | The amount of revenue and operating income from the hotels acquired in 2018 and 2017 from their respective dates of acquisition through September 30, 2018 is as follows (in thousands): For the three months ended September 30, For the nine months ended September 30, 2018 2017 2018 2017 Acquisition Date Revenue Operating Income Revenue Operating Income Revenue Operating Income Revenue Operating Income Hilton Garden Inn Portsmouth, NH 09/20/2017 $ 3,075 $ 1,174 $ 392 $ 241 $ 6,826 $ 1,724 $ 392 $ 241 Courtyard Summerville, SC 11/15/2017 978 147 — — 3,079 672 — — Embassy Suites Springfield, VA 12/06/2017 3,472 720 — — 10,803 2,518 — — Residence Inn Summerville, SC 08/27/2018 186 (147 ) — — 186 (182 ) — — Total $ 7,711 $ 1,894 $ 392 $ 241 $ 20,894 $ 4,732 $ 392 $ 241 |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments Schedule [Abstract] | |
Investment in Hotel Properties | Investment in hotel properties as of September 30, 2018 and December 31, 2017 consisted of the following (in thousands): September 30, 2018 December 31, 2017 Land and improvements $ 293,353 $ 291,054 Building and improvements 1,167,482 1,140,477 Furniture, fixtures and equipment 67,583 63,443 Renovations in progress 24,007 13,262 1,552,425 1,508,236 Less: accumulated depreciation (223,865 ) (188,154 ) Investment in hotel properties, net $ 1,328,560 $ 1,320,082 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | |
Schedule Of Income From Joint Venture | The following table sets forth the combined components of net income, including the Company’s allocable share, related to all JVs for the three and nine months ended September 30, 2018 and 2017 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Revenue $ 136,087 $ 134,048 $ 381,150 $ 372,813 Total hotel operating expenses 86,638 78,107 248,298 221,366 Operating income $ 49,449 $ 55,941 $ 132,852 $ 151,447 Net income (loss) from continuing operations $ 2,790 $ 7,721 $ (2,681 ) $ 8,282 Net income (loss) $ 2,790 $ 7,721 $ (2,681 ) $ 8,282 Income (loss) allocable to the Company $ 290 $ 790 $ (259 ) $ 855 Basis difference adjustment 399 399 1,197 1,176 Total income from unconsolidated real estate entities attributable to the Company $ 689 $ 1,189 $ 938 $ 2,031 |
NewINK Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Additional Cash Flow Information | During the three and nine months ended September 30, 2018 and 2017 , the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Cash generated from other activities and excess cash $ 1,182 $ 1,182 $ 2,775 $ 1,901 Total $ 1,182 $ 1,182 $ 2,775 $ 1,901 |
Inland Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Additional Cash Flow Information | During the three and nine months ended September 30, 2018 and 2017 , the Company received cash distributions from the Inland JV as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Cash generated from other activities and excess cash $ 200 $ 100 1,450 $ 100 Total $ 200 $ 100 1,450 $ 100 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Components of Mortgage Debt | Mortgage and senior unsecured revolving credit facility debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date 9/30/18 Balance Outstanding on Loan as of September 30, 2018 December 31, Senior Unsecured Revolving Credit Facility (1) 4.15 % March 8, 2022 $ — $ 30,000 $ 32,000 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 18,591 13,464 13,762 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 46,280 28,034 28,469 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 31,404 16,002 16,253 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 30,552 21,902 22,251 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 31,797 18,078 18,375 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 35,834 22,104 22,437 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 66,225 44,881 45,462 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 37,614 32,758 33,160 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 80,195 64,800 64,800 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 84,794 70,700 70,700 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 61,519 48,600 48,600 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 56,269 37,900 37,900 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 35,898 30,000 30,000 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 40,929 21,459 21,760 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 15,006 16,031 16,225 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 14,751 18,102 18,300 Total debt before unamortized debt issue costs $ 687,658 $ 534,815 $ 540,454 Unamortized mortgage debt issue costs (1,865 ) (2,138 ) Total debt outstanding $ 532,950 $ 538,316 (1) The interest rate for the senior unsecured revolving credit facility is variable and based on either LIBOR plus an applicable margin ranging from 1.55% to 2.3% , or prime plus an applicable margin of 0.55% to 1.3% . |
Future Scheduled Principal Payments of Debt Obligations | Future scheduled principal payments of debt obligations as of September 30, 2018 , for the current year and each of the next four calendar years and thereafter are as follows (in thousands): Amount 2018 (remaining three months) $ 1,402 2019 6,992 2020 9,536 2021 21,945 2022 39,954 2023 142,508 Thereafter 312,478 Total debt before unamortized debt issue costs $ 534,815 Unamortized mortgage debt issue costs (1,865 ) Total debt outstanding $ 532,950 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | The components of income tax expense for the following periods are as follows (in thousands): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Federal $ — $ — $ — $ 271 State — — — 46 Tax expense (benefit) $ — $ — $ — $ 317 |
Dividends Declared and Paid (Ta
Dividends Declared and Paid (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Dividends Declared and Paid | The dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount January 1/31/2018 2/23/2018 $ 0.11 $ 0.11 February 2/28/2018 3/30/2018 0.11 0.11 March 3/29/2018 4/27/2018 0.11 0.11 1st Quarter 2018 $ 0.33 $ 0.33 April 4/30/2018 5/25/2018 $ 0.11 $ 0.11 May 5/31/2018 6/29/2018 0.11 0.11 June 6/29/2018 7/27/2018 0.11 $ 0.11 2nd Quarter 2018 $ 0.33 $ 0.33 July 7/31/2018 8/31/2018 $ 0.11 $ 0.11 August 8/31/2018 9/28/2018 0.11 0.11 September 9/28/2018 10/26/2018 0.11 0.11 3rd Quarter 2018 $ 0.33 $ 0.33 Total 2018 $ 0.99 $ 0.99 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Amounts Used in Calculating Basic and Diluted Net Income (Loss) Per Share | The following is a reconciliation of the amounts used in calculating basic and diluted net income per share (in thousands, except share and per share data): For the three months ended For the nine months ended September 30, September 30, 2018 2017 2018 2017 Numerator: Net income attributable to common shareholders $ 14,580 $ 14,392 $ 30,813 $ 24,055 Dividends paid on unvested shares and units (81 ) (64 ) (229 ) (171 ) Net income attributable to common shareholders $ 14,499 $ 14,328 $ 30,584 $ 23,884 Denominator: Weighted average number of common shares - basic 46,149,765 39,298,974 45,925,178 38,731,900 Unvested shares 235,204 251,520 153,380 228,555 Weighted average number of common shares - diluted 46,384,969 39,550,494 46,078,558 38,960,455 Basic income per Common Share: Net income attributable to common shareholders per weighted average basic common share $ 0.31 $ 0.36 $ 0.67 $ 0.62 Diluted income per Common Share: Net income attributable to common shareholders per weighted average diluted common share $ 0.31 $ 0.36 $ 0.66 $ 0.61 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Restricted Share Awards | A summary of the Company’s restricted share awards for the nine months ended September 30, 2018 and the year ended December 31, 2017 is as follows: Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Number of Shares Weighted - Average Grant Date Fair Value Number of Shares Weighted - Average Grant Date Fair Value Non-vested at beginning of the period 57,514 $ 23.78 110,825 $ 22.05 Granted — — 5,000 20.20 Vested (30,084 ) 26.24 (32,441 ) 25.77 Forfeited (24,096 ) 21.21 (25,870 ) 13.17 Non-vested at end of the period 3,334 $ 20.20 57,514 $ 23.78 |
Schedule of Long Term Incentive Unit Awards | A summary of the Company's LTIP Unit awards for the nine months ended September 30, 2018 and the year ended December 31, 2017 is as follows: Nine Months Ended Year Ended September 30, 2018 December 31, 2017 Number of Weighted - Number of Weighted - Non-vested at beginning of the period 482,056 $ 16.58 295,551 $ 14.36 Granted 244,917 16.94 223,922 19.20 Vested (67,275 ) 16.42 (37,417 ) 14.73 Forfeited (183,300 ) $ 14.13 — $ — Non-vested at end of the period 476,398 $ 17.15 482,056 $ 16.58 |
Schedule of Performance-Based Long-Term Incentive Plan Payout Unit Awards | The 2018 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 150% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 50th 100% Maximum 75th 150% |
Schedule of Share-based Payment Award, Valuation Assumptions | The grant date fair values of the LTIPs and the assumptions used to estimate the values are as follows: Grant Date Number of Units Granted Estimated Value Per Unit Volatility Dividend Yield Risk Free Interest Rate Outperformance Plan LTIP Unit Awards 6/1/2015 183,300 $14.13 26% 4.5% 0.95% 2016 Time-Based LTIP Unit Awards 1/28/2016 72,966 $16.69 28% —% 0.79% 2016 Performance-Based LTIP Unit Awards 1/28/2016 39,285 $11.09 30% 5.8% 1.13% 2017 Time-Based LTIP Unit Awards 3/1/2017 89,574 $18.53 24% —% 0.92% 2017 Performance-Based LTIP Unit Awards 3/1/2017 134,348 $19.65 25% 5.8% 1.47% 2018 Time-Based LTIP Unit Awards 3/1/2018 97,968 $16.83 26% —% 2.07% 2018 Performance-Based LTIP Unit Awards 3/1/2018 146,949 $17.02 26% 6.2% 2.37% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum Future Obligation Payments Required Under Ground Leases | The following is a schedule of the minimum future payments required under the ground, air rights, garages leases and office lease as of September 30, 2018 , for the remainder of 2018 and for each of the next five calendar years and thereafter (in thousands): Other Leases (1) Office Lease Amount 2018 (remaining three months) $ 318 $ 196 2019 1,273 792 2020 1,320 812 2021 1,326 832 2022 1,329 853 2023 1,332 873 Thereafter 69,225 2,436 Total $ 76,123 $ 6,794 (1) Other leases includes ground, garage and air rights leases at our hotels. |
Schedule of Management Agreement Terms | Terms of the Company's management agreements entered into during the three and nine months ended September 30, 2018 are as follows: Property Management Company Base Management Fee Monthly Accounting Fee Monthly Revenue Management Fee Incentive Management Fee Residence Inn Summerville IHM 3.0% $1,500 $1,000 1.0% |
Schedule of Franchise Agreement Terms | Terms of the Company's franchise agreements entered into during the three and nine months ended September 30, 2018 are as follows: Property Franchise Company Franchise/Royalty Fee Marketing Program Fee Expiration Residence Inn Summerville Marriott International, Inc 6.0% 2.5% 2038 |
Organization (Details)
Organization (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jan. 31, 2014USD ($) | Sep. 30, 2018USD ($)HotelRoomstate$ / sharesshares | Sep. 30, 2018USD ($)HotelRoomstate$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2014HotelRoom | Nov. 17, 2014 | Jun. 30, 2014HotelRoom | Jun. 09, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Proceeds from issuance of common shares | $ 24,361,000 | $ 29,736,000 | ||||||
Percentage of common units of limited partnership owned | 100.00% | |||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 41 | 41 | ||||||
Aggregate number of rooms in hotels (in rooms) | Room | 6,116 | 6,116 | ||||||
Number of states in which hotels are owned (in states) | state | 15 | 15 | ||||||
Initial term of each TRS lease | 5 years | |||||||
NewINK Joint Venture | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Indirect ownership in the leased hotels | 10.30% | 10.30% | 10.30% | |||||
Inland Joint Venture | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Aggregate number of rooms in hotels (in rooms) | Room | 6,402 | |||||||
Indirect ownership in the leased hotels | 10.00% | 10.00% | 10.00% | 10.00% | ||||
Number of hotels acquired (in hotels) | Hotel | 48 | 48 | 48 | |||||
Inland Joint Venture | Island Hospitality Management Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | Hotel | 34 | 34 | ||||||
Inland Joint Venture | Marriott International, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | Hotel | 14 | 14 | ||||||
Island Hospitality Management Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of hotels managed by related party (in hotels) | Hotel | 41 | 41 | ||||||
Ownership percentage in related party owned by the company's chairman | 51.00% | 51.00% | ||||||
Minority Interest In Joint Venture Rooms | Cerberus Capital Management | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Aggregate number of rooms in hotels (in rooms) | Room | 6,098 | |||||||
Number of hotels managed by related party (in hotels) | Hotel | 47 | |||||||
Indirectly Owned Interest In Joint Venture Hotels | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 47 | 47 | ||||||
ATM Plan | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock purchase plan, authorized amount | $ 50,000,000 | |||||||
Registration statement filed, amount | 100,000,000 | |||||||
Total number of shares issued (in shares) | shares | 2,498,540 | 2,498,540 | ||||||
Shares issued (in shares) | shares | 350,845 | |||||||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 21.55 | $ 21.83 | ||||||
Stock purchase plan, remaining authorized repurchase amount | $ 92,400,000 | $ 92,400,000 | ||||||
Proceeds from issuance of common shares | $ 7,600,000 | |||||||
DRSP Plan | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock purchase plan, authorized amount | 25,000,000 | |||||||
Registration statement filed, amount | $ 50,000,000 | |||||||
Total number of shares issued (in shares) | shares | 1,501,710 | 1,501,710 | ||||||
Shares issued (in shares) | shares | 286,529 | |||||||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 21.61 | |||||||
Stock purchase plan, remaining authorized repurchase amount | $ 33,200,000 | $ 33,200,000 | ||||||
Weighted average price (in dollars per share) | $ / shares | $ 21.35 | $ 21.35 | ||||||
Proceeds from issuance of common shares | $ 6,100,000 |
Acquisition of Hotel Properti_3
Acquisition of Hotel Properties - Narrative (Details) $ in Millions | Aug. 27, 2018USD ($) |
Residence Inn Summerville, SC | |
Business Acquisition [Line Items] | |
Consideration transferred | $ 20.8 |
Acquisition of Hotel Properti_4
Acquisition of Hotel Properties - Allocation of Purchase Price to Hotels Based on Fair Value (Details) - Residence Inn Summerville, SC $ in Thousands | Aug. 27, 2018USD ($)Room |
Business Acquisition [Line Items] | |
Number of Rooms | Room | 96 |
Land | $ 2,300 |
Building and improvements | 16,954 |
Furniture, fixtures and equipment | 1,440 |
Accounts payable and accrued expenses | (54) |
Net assets acquired, net of cash | $ 20,640 |
Acquisition of Hotel Properti_5
Acquisition of Hotel Properties - Revenue and Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 7,711 | $ 392 | $ 20,894 | $ 392 |
Operating Income | 1,894 | 241 | 4,732 | 241 |
Hilton Garden Inn Portsmouth, NH | ||||
Business Acquisition [Line Items] | ||||
Revenue | 3,075 | 392 | 6,826 | 392 |
Operating Income | 1,174 | 241 | 1,724 | 241 |
Courtyard Summerville, SC | ||||
Business Acquisition [Line Items] | ||||
Revenue | 978 | 0 | 3,079 | 0 |
Operating Income | 147 | 0 | 672 | 0 |
Embassy Suites Springfield, VA | ||||
Business Acquisition [Line Items] | ||||
Revenue | 3,472 | 0 | 10,803 | 0 |
Operating Income | 720 | 0 | 2,518 | 0 |
Residence Inn Summerville, SC | ||||
Business Acquisition [Line Items] | ||||
Revenue | 186 | 0 | 186 | 0 |
Operating Income | $ (147) | $ 0 | $ (182) | $ 0 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 249 | $ 200 |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Investments Schedule [Abstract] | |||||
Land and improvements | $ 293,353 | $ 293,353 | $ 291,054 | ||
Building and improvements | 1,167,482 | 1,167,482 | 1,140,477 | ||
Furniture, fixtures and equipment | 67,583 | 67,583 | 63,443 | ||
Renovations in progress | 24,007 | 24,007 | 13,262 | ||
Investment in hotel properties, at cost | 1,552,425 | 1,552,425 | 1,508,236 | ||
Less: accumulated depreciation | (223,865) | (223,865) | (188,154) | ||
Investment in hotel properties, net | 1,328,560 | 1,328,560 | 1,320,082 | ||
Impairment loss | $ 0 | $ 0 | $ 0 | $ 6,663 | $ 6,700 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities - Additional Information (Details) | Jun. 09, 2017USD ($)optionHotel | May 09, 2017USD ($)optionHotel | Sep. 30, 2018USD ($)Hotel | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Nov. 17, 2014 | Jun. 30, 2014 | Jun. 09, 2014 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Investment in unconsolidated real estate entities | $ 22,542,000 | $ 24,389,000 | ||||||
Debt amount outstanding | $ 534,815,000 | 540,454,000 | ||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 41 | |||||||
Amount refinanced | $ 30,000,000 | 32,000,000 | ||||||
Percentage of capped amount of debt outstanding | 15.00% | |||||||
Percentage of outstanding debt balances | 20.00% | |||||||
NewINK Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Joint venture, percentage ownership by third party | 89.70% | |||||||
Investment in unconsolidated real estate entities | $ 49,400,000 | $ 52,800,000 | ||||||
Difference between carrying amount and share of partners' capital | $ 57,400,000 | 58,700,000 | ||||||
NewINK Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Indirect ownership in the leased hotels | 10.30% | 10.30% | ||||||
Investments in joint ventures | $ (8,000,000) | (6,600,000) | ||||||
Inland Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Indirect ownership in the leased hotels | 10.00% | 10.00% | 10.00% | |||||
Joint venture, percentage ownership by third party | 90.00% | |||||||
Investment in unconsolidated real estate entities | $ 33,300,000 | 36,600,000 | ||||||
Difference between carrying amount and share of partners' capital | 10,800,000 | $ 11,200,000 | ||||||
Investments in joint ventures | $ 22,500,000 | $ 24,400,000 | ||||||
Senior Notes | NewINK Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt amount outstanding | $ 840,000,000 | |||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 47 | |||||||
Amount refinanced | $ 850,000,000 | |||||||
Senior Notes | Inland Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt amount outstanding | $ 817,000,000 | |||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 48 | |||||||
Amount refinanced | $ 780,000,000 | |||||||
Additional borrowing capacity | $ 5,000,000 | |||||||
LIBOR | Senior Notes | NewINK Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread on variable rate | 2.79% | |||||||
Number of extension options | option | 3 | |||||||
Period of extension options | 1 year | |||||||
LIBOR | Senior Notes | Inland Joint Venture | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Basis spread on variable rate | 3.30% | |||||||
Number of extension options | option | 3 | |||||||
Period of extension options | 1 year |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities - Cash Received and Distributions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
NewINK Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash generated from other activities and excess cash | $ 1,182 | $ 1,182 | $ 2,775 | $ 1,901 |
Total | 1,182 | 1,182 | 2,775 | 1,901 |
Inland Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cash generated from other activities and excess cash | 200 | 100 | 1,450 | 100 |
Total | $ 200 | $ 100 | $ 1,450 | $ 100 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities - Components of Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 90,226 | $ 82,953 | $ 250,531 | $ 233,431 |
Total hotel operating expenses | 69,851 | 62,593 | 200,754 | 190,120 |
Operating income | 20,375 | 20,360 | 49,777 | 43,311 |
Net income attributable to common shareholders | 14,580 | 14,392 | 30,813 | 24,055 |
Total Minority Interest Joint Ventures | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | 136,087 | 134,048 | 381,150 | 372,813 |
Total hotel operating expenses | 86,638 | 78,107 | 248,298 | 221,366 |
Operating income | 49,449 | 55,941 | 132,852 | 151,447 |
Net income (loss) from continuing operations | 2,790 | 7,721 | (2,681) | 8,282 |
Net income attributable to common shareholders | 2,790 | 7,721 | (2,681) | 8,282 |
Income (loss) allocable to the Company | 290 | 790 | (259) | 855 |
Basis difference adjustment | 399 | 399 | 1,197 | 1,176 |
Total income from unconsolidated real estate entities attributable to the Company | $ 689 | $ 1,189 | $ 938 | $ 2,031 |
Debt - Components of Mortgage D
Debt - Components of Mortgage Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Participating Mortgage Loans [Line Items] | ||
Property Carrying Value | $ 687,658 | |
Total debt before unamortized debt issue costs | 534,815 | $ 540,454 |
Unamortized mortgage debt issue costs | (1,865) | (2,138) |
Total debt outstanding | $ 532,950 | 538,316 |
Senior Unsecured Revolving Credit Facility | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.15% | |
Property Carrying Value | $ 0 | |
Total debt before unamortized debt issue costs | $ 30,000 | 32,000 |
Senior Unsecured Revolving Credit Facility | LIBOR | Minimum | ||
Participating Mortgage Loans [Line Items] | ||
Basis spread on variable rate | 1.55% | |
Senior Unsecured Revolving Credit Facility | LIBOR | Maximum | ||
Participating Mortgage Loans [Line Items] | ||
Basis spread on variable rate | 2.30% | |
Senior Unsecured Revolving Credit Facility | Prime Rate | Minimum | ||
Participating Mortgage Loans [Line Items] | ||
Basis spread on variable rate | 0.55% | |
Senior Unsecured Revolving Credit Facility | Prime Rate | Maximum | ||
Participating Mortgage Loans [Line Items] | ||
Basis spread on variable rate | 1.30% | |
Residence Inn by Marriott New Rochelle, NY | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 5.75% | |
Property Carrying Value | $ 18,591 | |
Total debt before unamortized debt issue costs | $ 13,464 | 13,762 |
Residence Inn by Marriott San Diego, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.66% | |
Property Carrying Value | $ 46,280 | |
Total debt before unamortized debt issue costs | $ 28,034 | 28,469 |
Homewood Suites by Hilton San Antonio, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.59% | |
Property Carrying Value | $ 31,404 | |
Total debt before unamortized debt issue costs | $ 16,002 | 16,253 |
Residence Inn by Marriott Vienna, VA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.49% | |
Property Carrying Value | $ 30,552 | |
Total debt before unamortized debt issue costs | $ 21,902 | 22,251 |
Courtyard by Marriott Houston, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.19% | |
Property Carrying Value | $ 31,797 | |
Total debt before unamortized debt issue costs | $ 18,078 | 18,375 |
Hyatt Place Pittsburgh, PA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.65% | |
Property Carrying Value | $ 35,834 | |
Total debt before unamortized debt issue costs | $ 22,104 | 22,437 |
Residence Inn by Marriott Bellevue, WA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.97% | |
Property Carrying Value | $ 66,225 | |
Total debt before unamortized debt issue costs | $ 44,881 | 45,462 |
Residence Inn by Marriott Garden Grove, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.79% | |
Property Carrying Value | $ 37,614 | |
Total debt before unamortized debt issue costs | $ 32,758 | 33,160 |
Residence Inn by Marriott Silicon Valley I, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.64% | |
Property Carrying Value | $ 80,195 | |
Total debt before unamortized debt issue costs | $ 64,800 | 64,800 |
Residence Inn by Marriott Silicon Valley II, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.64% | |
Property Carrying Value | $ 84,794 | |
Total debt before unamortized debt issue costs | $ 70,700 | 70,700 |
Residence Inn by Marriott San Mateo, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.64% | |
Property Carrying Value | $ 61,519 | |
Total debt before unamortized debt issue costs | $ 48,600 | 48,600 |
Residence Inn by Marriott Mountain View, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.64% | |
Property Carrying Value | $ 56,269 | |
Total debt before unamortized debt issue costs | $ 37,900 | 37,900 |
SpringHill Suites by Marriott Savannah, GA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.62% | |
Property Carrying Value | $ 35,898 | |
Total debt before unamortized debt issue costs | $ 30,000 | 30,000 |
Hilton Garden Inn Marina del Rey, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.68% | |
Property Carrying Value | $ 40,929 | |
Total debt before unamortized debt issue costs | $ 21,459 | 21,760 |
Homewood Suites by Hilton Billerica, MA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.32% | |
Property Carrying Value | $ 15,006 | |
Total debt before unamortized debt issue costs | $ 16,031 | 16,225 |
Hampton Inn & Suites Houston Medical Center, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.25% | |
Property Carrying Value | $ 14,751 | |
Total debt before unamortized debt issue costs | $ 18,102 | $ 18,300 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 30,000,000 | $ 32,000,000 |
Consolidated fixed charge coverage ratio | 3.3 | |
Bank covenant, fixed charge coverage ratio | 1.5 | |
Fixed Rate Debt | ||
Debt Instrument [Line Items] | ||
Estimated fair value of debt | $ 489,400,000 | 506,600,000 |
Variable rate debt | ||
Debt Instrument [Line Items] | ||
Estimated fair value of debt | 30,000,000 | 32,000,000 |
Senior Unsecured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 30,000,000 | $ 32,000,000 |
Maximum borrowing availability under revolving credit facility | $ 250,000,000 |
Debt - Future Scheduled Princip
Debt - Future Scheduled Principal Payments of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2018 (remaining three months) | $ 1,402 | |
2,019 | 6,992 | |
2,020 | 9,536 | |
2,021 | 21,945 | |
2,022 | 39,954 | |
2,023 | 142,508 | |
Thereafter | 312,478 | |
Total debt before unamortized debt issue costs | 534,815 | $ 540,454 |
Unamortized mortgage debt issue costs | (1,865) | (2,138) |
Total debt outstanding | $ 532,950 | $ 538,316 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Federal | $ 0 | $ 0 | $ 0 | $ 271 |
State | 0 | 0 | 0 | 46 |
Tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ 317 |
TRS | ||||
Income Tax Contingency [Line Items] | ||||
Percentage of voting interests of gross deferred tax asset | 100.00% |
Dividends Declared and Paid (De
Dividends Declared and Paid (Details) - $ / shares | Sep. 28, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 29, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 29, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Equity [Abstract] | |||||||||||||||
Common shares, dividend declared per share (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.33 | $ 0.33 | $ 0.33 | $ 0.33 | $ 0.99 | $ 0.99 |
LTIP units, distributions per unit (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.33 | $ 0.33 | $ 0.33 | $ 0.99 | $ 0.99 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net income attributable to common shareholders | $ 14,580 | $ 14,392 | $ 30,813 | $ 24,055 |
Dividends paid on unvested shares and units | (81) | (64) | (229) | (171) |
Net income attributable to common shareholders | $ 14,499 | $ 14,328 | $ 30,584 | $ 23,884 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 46,149,765 | 39,298,974 | 45,925,178 | 38,731,900 |
Unvested shares (in shares) | 235,204 | 251,520 | 153,380 | 228,555 |
Weighted average number of common shares - diluted (in shares) | 46,384,969 | 39,550,494 | 46,078,558 | 38,960,455 |
Basic income per Common Share: | ||||
Net income attributable to common shareholders per weighted average basic common share (in dollars per share) | $ 0.31 | $ 0.36 | $ 0.67 | $ 0.62 |
Diluted income per Common Share: | ||||
Net income attributable to common shareholders per weighted average diluted common share (in dollars per share) | $ 0.31 | $ 0.36 | $ 0.66 | $ 0.61 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) | Mar. 01, 2018$ / sharesshares | Mar. 01, 2017shares | Jan. 28, 2016shares | Jun. 01, 2015shares | May 17, 2013shares | Jan. 31, 2018shares | Jan. 31, 2017shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common shares available for issuance (in shares) | 1,405,529 | 1,405,529 | ||||||||||
Independent Trustees | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common share issued as compensation for services performed (in shares) | 21,670 | 23,980 | ||||||||||
Equity Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares authorized (in shares) | 3,000,000 | |||||||||||
Vesting period for share awards under equity | 3 years | |||||||||||
Restricted Stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation costs | $ | $ 43,100 | $ 43,100 | $ 100,000 | |||||||||
Weighted-average period for recognition of unrecognized compensation costs | 1 year 3 months 19 days | |||||||||||
Compensation expense, recognized | $ | 8,400 | $ 200,000 | $ 100,000 | $ 400,000 | ||||||||
Number of shares, Granted (in shares) | 0 | 5,000 | ||||||||||
Long Term Incentive Plan Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted-average period for recognition of unrecognized compensation costs | 1 year 11 months 13 days | |||||||||||
Compensation expense, recognized | $ | 900,000 | $ 700,000 | $ 2,700,000 | $ 1,800,000 | ||||||||
Exchange ratio | 1 | |||||||||||
Number of shares, Granted (in shares) | 244,917 | 223,922 | ||||||||||
Total unrecognized compensation cost related to LTIP Units | $ | $ 5,900,000 | $ 5,900,000 | $ 4,400,000 | |||||||||
Long Term Incentive Plan Units | Awarded June 1, 2015 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted-average period for recognition of unrecognized compensation costs | 2 years | |||||||||||
Number of shares, Granted (in shares) | 183,300 | |||||||||||
Long Term Incentive Plan Units, Time-Based | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares, Granted (in shares) | 97,968 | 89,574 | 72,966 | |||||||||
Long Term Incentive Plan Units, Time-Based | Awards March 1, 2018 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares, Granted (in shares) | 97,968 | |||||||||||
Long Term Incentive Plan Units, Performance-Based | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares, Granted (in shares) | 146,949 | 134,348 | 39,285 | |||||||||
Long Term Incentive Plan Units, Performance-Based | Awards March 1, 2018 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period for share awards under equity | 3 years | |||||||||||
Number of shares, Granted (in shares) | 146,949 | |||||||||||
Grants in period, intrinsic value, amount per share (in dollars per share) | $ / shares | $ 17.02 | |||||||||||
Long Term Incentive Plan Units, Performance-Based | Awards March 1, 2018 | Minimum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of units paid out | 50.00% | |||||||||||
Long Term Incentive Plan Units, Performance-Based | Awards March 1, 2018 | Maximum | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of units paid out | 150.00% |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Restricted Share Awards (Details) - Restricted Stock - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 57,514 | 110,825 |
Number of shares, Granted (in shares) | 0 | 5,000 |
Number of shares, Vested (in shares) | (30,084) | (32,441) |
Number of shares, Forfeited (in shares) | (24,096) | (25,870) |
Number of shares, Nonvested at end of the period (in shares) | 3,334 | 57,514 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 23.78 | $ 22.05 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 0 | 20.20 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 26.24 | 25.77 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 21.21 | 13.17 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 20.20 | $ 23.78 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of LTIP Unit Awards (Details) - Long Term Incentive Plan Units - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 482,056 | 295,551 |
Number of shares, Granted (in shares) | 244,917 | 223,922 |
Number of shares, Vested (in shares) | (67,275) | (37,417) |
Number of shares, Forfeited (in shares) | (183,300) | 0 |
Number of shares, Nonvested at end of the period (in shares) | 476,398 | 482,056 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 16.58 | $ 14.36 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 16.94 | 19.20 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 16.42 | 14.73 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 14.13 | 0 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 17.15 | $ 16.58 |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Performance-Based Long-Term Incentive Plan Payout Awards (Details) | Mar. 01, 2018 |
Relative TSR Hurdles (Percentile) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 25.00% |
Target (in percentage) | 50.00% |
Maximum (in percentage) | 75.00% |
Payout Percentage | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 50.00% |
Target (in percentage) | 100.00% |
Maximum (in percentage) | 150.00% |
Equity Incentive Plan - Valuati
Equity Incentive Plan - Valuation Assumptions (Details) - $ / shares | Mar. 01, 2018 | Mar. 01, 2017 | Jan. 28, 2016 | Jun. 01, 2015 |
Outperformance Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, Granted (in shares) | 183,300 | |||
Estimate Value Per Unit (in dollars per share) | $ 14.13 | |||
Volatility, percentage | 26.00% | |||
Dividend Yield, percentage | 4.50% | |||
Risk Free Interest Rate, percentage | 0.95% | |||
Long Term Incentive Plan Units, Time-Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, Granted (in shares) | 97,968 | 89,574 | 72,966 | |
Estimate Value Per Unit (in dollars per share) | $ 16.83 | $ 18.53 | $ 16.69 | |
Volatility, percentage | 26.00% | 24.00% | 28.00% | |
Dividend Yield, percentage | 0.00% | 0.00% | 0.00% | |
Risk Free Interest Rate, percentage | 2.07% | 0.92% | 0.79% | |
Long Term Incentive Plan Units, Performance-Based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, Granted (in shares) | 146,949 | 134,348 | 39,285 | |
Estimate Value Per Unit (in dollars per share) | $ 17.02 | $ 19.65 | $ 11.09 | |
Volatility, percentage | 26.00% | 25.00% | 30.00% | |
Dividend Yield, percentage | 6.20% | 5.80% | 5.80% | |
Risk Free Interest Rate, percentage | 2.37% | 1.47% | 1.13% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015Term | Sep. 30, 2018USD ($)ParkingSpace | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)renewal_periodParkingSpaceTerm | Sep. 30, 2017USD ($) | |
Capital Leased Assets [Line Items] | |||||
Maximum additional terms up to which ground lease can be extended (up to) | Term | 12 | ||||
Periods in each additional renewal term | 5 years | ||||
Approximate rent when monthly occupancy is less than 85% | $ 8,400 | ||||
Percentage of occupancy under condition one (less than) | 85.00% | ||||
Approximate rent when monthly occupancy is 100% | $ 20,000 | ||||
Percentage of occupancy under condition two | 100.00% | ||||
Minimum percentage of annual rent increase | 2.50% | ||||
Management fees recorded within hotel other operating expenses | $ 2,900,000 | $ 2,700,000 | $ 8,200,000 | $ 7,500,000 | |
Franchise fees recorded within hotel other operating expenses | $ 6,900,000 | $ 6,400,000 | $ 19,000,000 | $ 17,800,000 | |
Minimum | |||||
Capital Leased Assets [Line Items] | |||||
Weighted average expiration period | 10 years | ||||
Maximum | |||||
Capital Leased Assets [Line Items] | |||||
Weighted average expiration period | 30 years | ||||
Hotel Management Agreement | Island Hospitality Management Inc. | |||||
Capital Leased Assets [Line Items] | |||||
Initial terms of management agreements | 5 years | ||||
Number of renewal periods (in renewal periods) | renewal_period | 2 | ||||
Renewal periods of management agreements | 5 years | ||||
Notice period for successive renewal of agreement (no later than) | 90 days | ||||
Minimum notice period for termination of management agreement | 6 months | ||||
Management fee | 10.00% | ||||
Incentive management fee, percentage | 1.00% | ||||
Ground Leases | Hilton Garden Inn Portsmouth | |||||
Capital Leased Assets [Line Items] | |||||
Maximum additional terms up to which ground lease can be extended (up to) | Term | 3 | ||||
Periods in each additional renewal term | 10 years | ||||
Operating leases, monthly payment | $ 40,300 | ||||
Operating lease, periodic increase, percentage | 10.00% | ||||
Operating lease, periodic increase, term | 5 years | ||||
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 5.00% | ||||
Operating lease, annual supplemental rent subtraction, base rent multiplier | 12 | ||||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | |||||
Capital Leased Assets [Line Items] | |||||
Operating leases, monthly payment | $ 47,500 | ||||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | Minimum | |||||
Capital Leased Assets [Line Items] | |||||
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 5.00% | ||||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | Maximum | |||||
Capital Leased Assets [Line Items] | |||||
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 25.00% | ||||
Air Rights Lease And Garage Lease | |||||
Capital Leased Assets [Line Items] | |||||
Number of parking spaces occupied by hotel (in parking spaces) | ParkingSpace | 128 | 128 | |||
Quarterly rent | $ 29,000 | ||||
Office Leases | |||||
Capital Leased Assets [Line Items] | |||||
Maximum additional terms up to which ground lease can be extended (up to) | Term | 2 | ||||
Periods in each additional renewal term | 5 years | ||||
Operating leases, term of contract | 11 years | ||||
Operating leases, abatement term of contract | 12 months | ||||
Accounts Payable and Accrued Liabilities | |||||
Capital Leased Assets [Line Items] | |||||
Amount of exposure to litigation | $ 200,000 | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum Future Obligation Payments Required Under Ground Leases (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Other Leases | |
Minimum future obligation payments required under ground leases | |
2018 (remaining three months) | $ 318 |
2,019 | 1,273 |
2,020 | 1,320 |
2,021 | 1,326 |
2,022 | 1,329 |
2,023 | 1,332 |
Thereafter | 69,225 |
Total | 76,123 |
Office Lease | |
Minimum future obligation payments required under ground leases | |
2018 (remaining three months) | 196 |
2,019 | 792 |
2,020 | 812 |
2,021 | 832 |
2,022 | 853 |
2,023 | 873 |
Thereafter | 2,436 |
Total | $ 6,794 |
Commitments and Contingencies_3
Commitments and Contingencies - Management Agreement Terms (Details) - Residence Inn Summerville, SC | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Real Estate Properties [Line Items] | |
Base Management Fee, percentage | 3.00% |
Monthly Accounting Fee | $ 1,500 |
Monthly Revenue Management Fee | $ 1,000 |
Incentive management fee, percentage | 1.00% |
Commitments and Contingencies_4
Commitments and Contingencies - Franchise Agreement Terms (Details) (Details) - Residence Inn Summerville, SC | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate Properties [Line Items] | |
Franchise/Royalty Fee | 6.00% |
Marketing Program Fee | 2.50% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($)Hotel | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Hotel | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2014Hotel | |
Related Party Transaction [Line Items] | ||||||
Number of hotels in ownership by Company (in hotels) | 41 | 41 | ||||
Management and accounting fees paid by the company | $ | $ 2.9 | $ 2.7 | $ 8.2 | $ 7.5 | ||
Amounts due to related party | $ | $ 1.4 | $ 1.4 | $ 1.2 | |||
NorthStar Realty Finance Corp | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage in related party owned by the company's chairman | 2.50% | 2.50% | ||||
Ownership percentage in related party owned by third party | 97.50% | 97.50% | ||||
Minority Interest In Joint Venture with Cerberus | ||||||
Related Party Transaction [Line Items] | ||||||
Number of hotels in ownership by Company (in hotels) | 47 | 47 | ||||
Island Hospitality Management Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage in related party owned by the company's chairman | 51.00% | 51.00% | ||||
Number of hotels managed by related party (in hotels) | 41 | 41 | ||||
Inland Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Number of hotels acquired (in hotels) | 48 | 48 | 48 | |||
Inland Joint Venture | Island Hospitality Management Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Number of hotels managed by related party (in hotels) | 34 | 34 | ||||
NewINK Joint Venture | ||||||
Related Party Transaction [Line Items] | ||||||
Insurance expense due to affiliate | $ | $ 2 | $ 1.6 | $ 5.7 | $ 4.9 |