Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CHATHAM LODGING TRUST | |
Trading Symbol | CLDT | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Smaller Reporting Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 46,572,579 | |
Entity Central Index Key | 0001476045 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Investment in hotel properties, net | $ 1,372,077 | $ 1,373,773 |
Cash and cash equivalents | 11,199 | 7,192 |
Restricted cash | 21,342 | 25,145 |
Investment in unconsolidated real estate entities | 20,857 | 21,545 |
Right of use asset, net | 22,936 | 0 |
Hotel receivables (net of allowance for doubtful accounts of $281 and $264, respectively) | 5,221 | 4,495 |
Deferred costs, net | 4,917 | 5,070 |
Prepaid expenses and other assets | 5,504 | 2,431 |
Deferred tax asset, net | 58 | 58 |
Total assets | 1,464,111 | 1,439,709 |
Liabilities and Equity: | ||
Mortgage debt, net | 500,568 | 501,782 |
Revolving credit facility | 97,000 | 81,500 |
Accounts payable and accrued expenses | 30,184 | 33,692 |
Distributions and losses in excess of investments of unconsolidated real estate entities | 10,086 | 9,650 |
Lease Liability, net | 25,623 | 0 |
Distributions payable | 5,733 | 5,667 |
Total liabilities | 669,194 | 632,291 |
Commitments and contingencies (Note 13) | ||
Shareholders’ Equity: | ||
Preferred shares, $0.01 par value, 100,000,000 shares authorized and unissued at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common shares, $0.01 par value, 500,000,000 shares authorized; 46,571,005 and 46,525,652 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 466 | 465 |
Additional paid-in capital | 897,161 | 896,286 |
Retained earnings (distributions in excess of retained earnings) | (113,039) | (99,285) |
Total shareholders’ equity | 784,588 | 797,466 |
Noncontrolling Interests: | ||
Noncontrolling interest in Operating Partnership | 10,329 | 9,952 |
Total equity | 794,917 | 807,418 |
Total liabilities and equity | $ 1,464,111 | $ 1,439,709 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 281 | $ 264 |
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) | 46,571,005 | 46,525,652 |
Common shares, shares outstanding (in shares) | 46,571,005 | 46,525,652 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 75,679 | $ 72,915 |
Total hotel operating expenses | 41,826 | 39,689 |
Depreciation and amortization | 12,772 | 12,036 |
Property taxes, ground rent and insurance | 6,166 | 5,775 |
General and administrative | 3,514 | 3,622 |
Other charges | 17 | (14) |
Reimbursed costs from unconsolidated real estate entities | 1,491 | 1,539 |
Total operating expenses | 65,786 | 62,647 |
Operating income before loss on sale of hotel property | 9,893 | 10,268 |
Loss on sale of hotel property | 0 | (17) |
Operating Income | 9,893 | 10,251 |
Interest and other income | 55 | 2 |
Interest expense, including amortization of deferred fees | (7,197) | (6,631) |
Loss from unconsolidated real estate entities | (1,123) | (754) |
Income before income tax expense | 1,628 | 2,868 |
Income tax expense | 0 | 0 |
Net income | 1,628 | 2,868 |
Net income attributable to noncontrolling interests | (15) | (20) |
Net income attributable to common shareholders | $ 1,613 | $ 2,848 |
Income per Common Share - Basic: | ||
Net income attributable to common shareholders (in dollars per share) | $ 0.03 | $ 0.06 |
Income per Common Share - Diluted: | ||
Net income attributable to common shareholders (in dollars per share) | $ 0.03 | $ 0.06 |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 46,556,710 | 45,753,792 |
Diluted (in shares) | 46,734,958 | 46,022,690 |
Distributions declared per common share (in dollars per share) | $ 0.33 | $ 0.33 |
Room | ||
Total revenue | $ 68,085 | $ 66,251 |
Total hotel operating expenses | 15,570 | 14,553 |
Food and beverage | ||
Total revenue | 2,427 | 2,098 |
Total hotel operating expenses | 2,009 | 1,740 |
Other | ||
Total revenue | 3,676 | 3,027 |
Cost reimbursements from unconsolidated real estate entities | ||
Total revenue | 1,491 | 1,539 |
Telephone | ||
Total hotel operating expenses | 433 | 459 |
Other hotel operating | ||
Total hotel operating expenses | 939 | 721 |
General and administrative | ||
Total hotel operating expenses | 6,167 | 6,033 |
Franchise and marketing fees | ||
Total hotel operating expenses | 5,932 | 5,525 |
Advertising and promotions | ||
Total hotel operating expenses | 1,533 | 1,565 |
Utilities | ||
Total hotel operating expenses | 2,750 | 2,699 |
Repairs and maintenance | ||
Total hotel operating expenses | 3,611 | 3,624 |
Management fees | ||
Total hotel operating expenses | 2,544 | 2,437 |
Insurance | ||
Total hotel operating expenses | $ 338 | $ 333 |
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, 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) | 472,664 | |||||
Issuance of shares, net of offering costs | 10,282 | 10,282 | $ 9 | 10,273 | ||
Issuance of restricted time-based shares (in shares) | 5,000 | |||||
Issuance of restricted time-based shares | 0 | |||||
Amortization of share based compensation | 792 | 64 | 64 | 728 | ||
Dividends declared on common shares | (15,141) | (15,141) | (15,141) | |||
Distributions declared on LTIP units | (283) | (283) | ||||
Reallocation of noncontrolling interest | 0 | 19 | 19 | (19) | ||
Net income | 2,868 | 2,848 | 2,848 | 20 | ||
Ending Balance (in shares) at Mar. 31, 2018 | 45,874,600 | |||||
Ending Balance at Mar. 31, 2018 | 808,798 | 801,734 | $ 459 | 882,586 | (81,311) | 7,064 |
Beginning Balance (in shares) at Dec. 31, 2018 | 46,525,652 | |||||
Beginning Balance at Dec. 31, 2018 | 807,418 | 797,466 | $ 465 | 896,286 | (99,285) | 9,952 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of shares pursuant to Equity Incentive Plan (in shares) | 27,870 | |||||
Issuance of shares pursuant to Equity Incentive Plan | 500 | 500 | 500 | |||
Issuance of shares, net of offering costs (in shares) | 17,483 | |||||
Issuance of shares, net of offering costs | 93 | 93 | $ 1 | 92 | ||
Amortization of share based compensation | 947 | 16 | 16 | 931 | ||
Dividends declared on common shares | (15,367) | (15,367) | (15,367) | |||
Distributions declared on LTIP units | (302) | (302) | ||||
Reallocation of noncontrolling interest | 0 | 267 | 267 | (267) | ||
Net income | 1,628 | 1,613 | 1,613 | 15 | ||
Ending Balance (in shares) at Mar. 31, 2019 | 46,571,005 | |||||
Ending Balance at Mar. 31, 2019 | $ 794,917 | $ 784,588 | $ 466 | $ 897,161 | $ (113,039) | $ 10,329 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of shares, net of offering costs | $ 26 | $ 225 |
Distributions declared per common share (in dollars per share) | $ 0.33 | $ 0.33 |
LTIP units, distributions per unit (in dollars per share) | $ 0.33 | $ 0.33 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 1,628 | $ 2,868 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 12,710 | 11,978 |
Amortization of deferred franchise fees | 62 | 58 |
Amortization of deferred financing fees included in interest expense | 231 | 239 |
Share based compensation | 1,059 | 918 |
Loss from unconsolidated real estate entities | 1,123 | 754 |
Changes in assets and liabilities: | ||
Right of use assets | 155 | 0 |
Hotel receivables | (723) | (1,244) |
Deferred costs | 0 | (117) |
Prepaid expenses and other assets | (3,082) | (3,041) |
Accounts payable and accrued expenses | 240 | 1,013 |
Lease liability | (92) | 0 |
Net cash provided by operating activities | 13,311 | 13,426 |
Cash flows from investing activities: | ||
Improvements and additions to hotel properties | (11,741) | (6,947) |
Investment in unconsolidated real estate entities | 0 | 1,019 |
Net cash used in investing activities | (11,741) | (5,928) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facility | 25,500 | 53,000 |
Repayments on revolving credit facility | (10,000) | (51,000) |
Payments on mortgage debt | (1,308) | (1,227) |
Payment of financing costs | (48) | (931) |
Payment of offering costs | (26) | (255) |
Proceeds from issuance of common shares | 119 | 10,537 |
Distributions-common shares/units | (15,603) | (15,320) |
Net cash used in financing activities | (1,366) | (5,196) |
Net change in cash, cash equivalents and restricted cash | 204 | 2,302 |
Cash, cash equivalents and restricted cash, beginning of period | 32,337 | 36,499 |
Cash, cash equivalents and restricted cash, end of period | 32,541 | 38,801 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,789 | 6,195 |
Cash paid for income taxes | $ 8 | $ 2 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Apr. 26, 2019 | Mar. 31, 2019 | Apr. 27, 2018 | Mar. 31, 2018 |
Accrued but unpaid distribution | $ 839 | |||
Accrued distributions payable | $ 5,733 | $ 5,950 | ||
Accrued share based compensation | 113 | 125 | ||
Accounts payable and accrued expenses | $ 1,671 | $ 1,828 | ||
Subsequent Event | ||||
Accrued but unpaid distribution | $ 535 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Reclassifications Certain prior period revenue and expense amounts in the consolidated financial statements have been reclassified to be comparable to the current period presentations. The reclassification did not have any impact on net income. In addition, in accordance with the SEC’s Disclosure Update and Simplification release, dated August 18, 2018, the Company moved the Gain (loss) on sale of hotel property line on the Company’s Consolidated Statements of Operations within Operating income for all periods presented. 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, 2019, the Company adopted accounting guidance under Accounting Standards Codification (ASU) 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. On February 25, 2016, the FASB issued updated accounting guidance which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new accounting guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on whether or not the lease is effectively a financed purchase by the lessee. The classification of the lease will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases. We have adopted the new accounting guidance on January 1, 2019 and applied it based on the optional transition method provided for, which allows entities to recognize a cumulative-effect adjustment to the balance sheet on the adoption date. Upon adoption, we applied the package of practical expedients made available under the new accounting guidance and also make an accounting policy election to not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. For our ground lease agreements and corporate office lease agreement, all of which are currently accounted for as operating leases, we are recognizing lease liabilities of $25.7 million with corresponding right-of use assets |
Acquisition of Hotel Properties
Acquisition of Hotel Properties | 3 Months Ended |
Mar. 31, 2019 | |
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 and the Dallas Downtown Courtyard ("Dallas DT") hotel in Dallas, TX for $49.0 million on December 5, 2018 . The allocation of the purchase price of each hotel acquired by the Company in 2018 , based on the fair value on the date of its acquisition, was (in thousands): RI Summerville Dallas DT Acquisition date 8/27/2018 12/5/2018 Number of Rooms 96 167 Land $ 2,300 $ 2,900 Building and improvements 17,060 42,760 Furniture, fixtures and equipment 1,234 3,340 Cash — 5 Accounts receivable — 8 Prepaid expenses and other assets — 68 Accounts payable and accrued expenses (9) (33) Net assets acquired, net of cash $ 20,585 $ 49,043 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. Property acquisition costs of $0.0 million and $0.2 million, respectively were capitalized in 2019 and 2018. The amount of revenue and operating income from the hotels acquired in 2019 and 2018 from their respective dates of acquisition through March 31, 2019 is as follows (in thousands): For the three months ended March 31, 2019 2018 Acquisition Date Revenue Operating Income Revenue Operating Income Residence Inn Summerville, SC 08/27/2018 $ 800 $ 254 $ — $ — Courtyard Dallas Downtown, TX 12/5/2018 $ 2,001 $ 797 — — Total $ 2,801 $ 1,051 $ — $ — |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful AccountsThe 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 $0.3 million and $0.3 million as of March 31, 2019 and December 31, 2018, respectively. |
Investment in Hotel Properties
Investment in Hotel Properties | 3 Months Ended |
Mar. 31, 2019 | |
Investments Schedule [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties as of March 31, 2019 and December 31, 2018 consisted of the following (in thousands): March 31, 2019 December 31, 2018 Land and improvements $ 296,260 $ 296,253 Building and improvements 1,222,728 1,214,780 Furniture, fixtures and equipment 78,237 73,411 Renovations in progress 23,594 25,370 1,620,819 1,609,814 Less: accumulated depreciation (248,742) (236,041) Investment in hotel properties, net $ 1,372,077 $ 1,373,773 |
Investment in Unconsolidated En
Investment in Unconsolidated Entities | 3 Months Ended |
Mar. 31, 2019 | |
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 value of NewINK JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of March 31, 2019 and 2018, the Company’s share of partners’ capital in the NewINK JV was approximately $46.7 million and $50.6 million, respectively, and the total difference between the carrying amount of investment and the Company’s share of partners’ capital was approximately $56.8 million and $58.1 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 months ended March 31, 2019 and 2018, the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended March 31, 2019 2018 Cash generated from other activities and excess cash $ — $ 719 Total $ — $ 719 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% interest in the Inland JV. The value of Inland JV assets and liabilities were adjusted to reflect estimated fair market value at the time Colony merged with NorthStar. As of March 31, 2019 and 2018, the Company's share of partners' capital in the Inland JV was approximately $31.5 million and $34.4 million, respectively, and the total difference between the carrying amount of the investment and the Company's share of partners' capital was approximately $10.6 million and $10.9 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 months ended March 31, 2019 and 2018, the Company received cash distributions from the Inland JV as follows (in thousands): For the three months ended March 31, 2019 2018 Cash generated from other activities and excess cash $ — $ 300 Total $ — $ 300 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 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 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 $(10.1) million and $20.9 million, respectively, at March 31, 2019. The following table sets forth the combined components of net income, including the Company’s share, related to all JVs for the three months ended March 31, 2019 and 2018 (in thousands): For the three months ended March 31, 2019 2018 Revenue $ 112,120 $ 110,174 Total hotel operating expenses 78,554 78,024 Operating income $ 33,566 $ 32,150 Net income (loss) from continuing operations $ (15,019) $ (11,401) Net income (loss) $ (15,019) $ (11,401) Income (loss) allocable to the Company $ (1,522) $ (1,153) Basis difference adjustment 399 399 Total income from unconsolidated real estate entities attributable to the Company $ (1,123) $ (754) |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
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 3/31/19 Property Carrying Value Balance Outstanding on Loan as of March 31, 2019 December 31, Senior Unsecured Revolving Credit Facility (1) 4.56 % March 8, 2022 $ — $ 97,000 $ 81,500 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 18,186 13,254 13,361 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 45,699 27,730 27,885 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 30,799 15,827 15,916 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 32,185 21,658 21,782 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 31,821 17,871 17,976 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 35,583 21,870 21,989 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 65,413 44,470 44,680 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 37,190 32,475 32,620 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 81,477 64,800 64,800 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 81,663 70,700 70,700 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 62,871 48,600 48,600 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 54,882 37,900 37,900 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 35,527 30,000 30,000 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 40,193 21,248 21,355 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 14,646 15,896 15,965 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 15,256 17,948 18,026 Total debt before unamortized debt issue costs $ 683,391 $ 599,247 $ 585,055 Unamortized mortgage debt issue costs (1,679) (1,773) Total debt outstanding $ 597,568 $ 583,282 (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 March 31, 2019 and December 31, 2018, the Company had $97.0 million and $81.5 million, respectively, of outstanding borrowings under its senior unsecured revolving credit facility. At March 31, 2019, 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 March 31, 2019 and December 31, 2018 was $503.6 million and $489.0 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 March 31, 2019, 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 March 31, 2019 and December 31, 2018 was $97.0 million and $81.5 million, respectively. As of March 31, 2019, the Company was in compliance with all of its financial covenants. At March 31, 2019, 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 March 31, 2019, for the current year and each of the next four calendar years and thereafter are as follows (in thousands): Amount 2019 (remaining nine months) $ 5,684 2020 9,536 2021 21,962 2022 106,954 2023 142,545 2024 296,658 Thereafter 15,908 Total debt before unamortized debt issue costs $ 599,247 Unamortized mortgage debt issue costs (1,679) Total debt outstanding $ 597,568 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 Federal $ — $ — State — — Tax expense (benefit) $ — $ — 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 2019. As of March 31, 2019, 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 | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 . The dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount January 1/31/2019 2/22/2019 $ 0.11 $ 0.11 February 2/28/2019 3/29/2019 0.11 0.11 March 3/29/2019 4/26/2019 0.11 0.11 1st Quarter 2019 $ 0.33 $ 0.33 Total 2019 $ 0.33 $ 0.33 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 Numerator: Net income attributable to common shareholders $ 1,613 $ 2,848 Dividends paid on unvested shares and units (85) (63) Net income attributable to common shareholders $ 1,528 $ 2,785 Denominator: Weighted average number of common shares - basic 46,556,710 45,753,792 Unvested shares 178,248 268,898 Weighted average number of common shares - diluted 46,734,958 46,022,690 Basic income per Common Share: Net income attributable to common shareholders per weighted average basic common share $ 0.03 $ 0.06 Diluted income per Common Share: Net income attributable to common shareholders per weighted average diluted common share $ 0.03 $ 0.06 |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2019 | |
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 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 three months ended March 31, 2019 and the year ended December 31, 2018 is as follows: Three Months Ended Year Ended March 31, 2019 December 31, 2018 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 8,334 $ 18.52 57,514 $ 23.78 Granted — — 5,000 17.40 Vested (1,667) 20.20 (30,084) 26.24 Forfeited — — (24,096) 21.21 Non-vested at end of the period 6,667 $ 18.10 8,334 $ 18.52 As of March 31, 2019 and December 31, 2018, there were $0.1 million and $0.1 million, respectively, of unrecognized compensation costs related to restricted share awards. As of March 31, 2019, these costs were expected to be recognized over a weighted–average period of approximately 2.3 years. For the three months ended March 31, 2019 and 2018, the Company recognized approximately $15.7 thousand and $0.1 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 three months ended March 31, 2019 and the year ended December 31, 2018 is as follows: Three Months Ended Year Ended March 31, 2019 December 31, 2018 Number of Units Weighted-Average Grant Date Fair Value Number of Units Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 476,398 $ 17.73 482,056 $ 16.58 Granted 221,853 18.73 244,917 16.94 Vested (99,931) 16.55 (67,275) 16.42 Forfeited — $ — (183,300) $ 14.13 Non-vested at end of the period 598,320 $ 18.30 476,398 $ 17.73 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 year and a half due to the awards being market based. Time-Based LTIP Awards On March 1, 2019, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 88,746 time-based awards (the “2019 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 2019 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, 2019, the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted 133,107 performance-based awards (the "2019 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 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. Compensation expense is based on an estimated value of $18.91 per 2019 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 2019 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, 2019 and ending on February 28, 2022. The 2019 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% 2019 Time-Based LTIP Unit Awards 3/1/2019 88,746 $18.45 21% —% 2.57% 2019 Performance-Based LTIP Unit Awards 3/1/2019 133,107 $18.91 21% 6.2% 2.55% |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases 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 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 five 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 2019 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 less the minimum rent is due in arrears equal to 5% to 25% of gross income based on the type of income. The Company entered into a 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 5 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. The Company is the lessee under ground, air rights, garage and office lease agreements for certain of its properties, all of which qualify as operating leases as of March 31, 2019. These leases typically provide multi-year renewal options to extend term as lessee at the Company's option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised. In calculating the Company's lease obligations under the various leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment. The following tables include information regarding the Company's leases for which it is the lessee, for the three months ended March 31 2019 and as of period end: Total Future Lease Payments (1) Amount 2019 (remaining nine months) $ 1,550 2020 2,132 2021 2,157 2022 2,182 2023 2,206 2024 2,225 Thereafter 72,797 Total lease payments $ 85,249 Less: Imputed interest (59,626) Present value of lease liabilities $ 25,623 (1) Total non-variable lease payments includes $3.4 million related to options to extend lease terms that are reasonably certain of being exercised. The following is a schedule of the minimum future payments required under the ground, air rights, garage leases and office lease as of December 31, 2018, for each of the next five calendar years and thereafter: Amount 2019 $ 2,065 2020 2,132 2021 2,157 2022 2,182 2023 2,206 Thereafter 75,022 Total lease payments $ 85,764 For the three months ended March 31, 2019, the Company incurred $0.5 million of fixed lease payment and $39.0 thousand of variable lease payments, which are included in property taxes, ground rent and insurance in our consolidated statement of operations. The following table includes information regarding the right of use assets and lease liabilities of the Company as of March 31, 2019: Right of Use Asset Lease Liability Balance as of January 1, 2019 $ 23,091 $ 25,715 Amortization (155) (92) Balance as of March 31, 2019 $ 22,936 $ 25,623 Lease Term and Discount Rate 3/31/2019 Weighted-average remaining lease term (years) 40.16 Weighted-average discount rate 6.57% |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Mr. Fisher owns 51% of IHM. As of March 31, 2019, the Company had hotel management agreements with IHM to manage all 42 of its wholly owned hotels. As of March 31, 2019, 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 March 31, 2019 and 2018 were $2.5 million and $2.4 million, respectively. At March 31, 2019 and December 31, 2018, the amounts due to IHM were $1.6 million and $1.4 million, respectively. The Company provides services to an entity Castleblack Owner Holding, LLC ("Castleblack") which is 97.5% owned by affiliates of CLNY and 2.5% owned by Mr. Fisher. During the three months ended March 31, 2019 and 2018 the company provided services of $32.8 thousand and zero, respectively. Cost reimbursements from unconsolidated real estate entities revenue represent reimbursements of costs incurred on behalf of the NewINK JV, Inland JV and Castleblack. These costs relate primarily to corporate payroll costs at the NewINK JV, Inland JV and Castleblack where the Company is the employer and shared office expenses. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. |
Reclassifications | Reclassifications Certain prior period revenue and expense amounts in the consolidated financial statements have been reclassified to be comparable to the current period presentations. The reclassification did not have any impact on net income. In addition, in accordance with the SEC’s Disclosure Update and Simplification release, dated August 18, 2018, the Company moved the Gain (loss) on sale of hotel property line on the Company’s Consolidated Statements of Operations within Operating income for all periods presented. |
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 | Recently Adopted Accounting Policies On January 1, 2019, the Company adopted accounting guidance under Accounting Standards Codification (ASU) 2016-02 (“ASU 2016-02”), Leases , which relates to the accounting for leasing transactions. On February 25, 2016, the FASB issued updated accounting guidance which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new accounting guidance requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on whether or not the lease is effectively a financed purchase by the lessee. The classification of the lease will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases. We have adopted the new accounting guidance on January 1, 2019 and applied it based on the optional transition method provided for, which allows entities to recognize a cumulative-effect adjustment to the balance sheet on the adoption date. Upon adoption, we applied the package of practical expedients made available under the new accounting guidance and also make an accounting policy election to not recognize right-of-use assets or lease liabilities for leases with terms of 12 months or less. For our ground lease agreements and corporate office lease agreement, all of which are currently accounted for as operating leases, we are recognizing lease liabilities of $25.7 million with corresponding right-of use assets |
Acquisition of Hotel Properti_2
Acquisition of Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The allocation of the purchase price of each hotel acquired by the Company in 2018 , based on the fair value on the date of its acquisition, was (in thousands): RI Summerville Dallas DT Acquisition date 8/27/2018 12/5/2018 Number of Rooms 96 167 Land $ 2,300 $ 2,900 Building and improvements 17,060 42,760 Furniture, fixtures and equipment 1,234 3,340 Cash — 5 Accounts receivable — 8 Prepaid expenses and other assets — 68 Accounts payable and accrued expenses (9) (33) Net assets acquired, net of cash $ 20,585 $ 49,043 |
Revenue and Operating Income of New Hotels Acquired | The amount of revenue and operating income from the hotels acquired in 2019 and 2018 from their respective dates of acquisition through March 31, 2019 is as follows (in thousands): For the three months ended March 31, 2019 2018 Acquisition Date Revenue Operating Income Revenue Operating Income Residence Inn Summerville, SC 08/27/2018 $ 800 $ 254 $ — $ — Courtyard Dallas Downtown, TX 12/5/2018 $ 2,001 $ 797 — — Total $ 2,801 $ 1,051 $ — $ — |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments Schedule [Abstract] | |
Investment in Hotel Properties | Investment in hotel properties as of March 31, 2019 and December 31, 2018 consisted of the following (in thousands): March 31, 2019 December 31, 2018 Land and improvements $ 296,260 $ 296,253 Building and improvements 1,222,728 1,214,780 Furniture, fixtures and equipment 78,237 73,411 Renovations in progress 23,594 25,370 1,620,819 1,609,814 Less: accumulated depreciation (248,742) (236,041) Investment in hotel properties, net $ 1,372,077 $ 1,373,773 |
Investment in Unconsolidated _2
Investment in Unconsolidated Entities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 share, related to all JVs for the three months ended March 31, 2019 and 2018 (in thousands): For the three months ended March 31, 2019 2018 Revenue $ 112,120 $ 110,174 Total hotel operating expenses 78,554 78,024 Operating income $ 33,566 $ 32,150 Net income (loss) from continuing operations $ (15,019) $ (11,401) Net income (loss) $ (15,019) $ (11,401) Income (loss) allocable to the Company $ (1,522) $ (1,153) Basis difference adjustment 399 399 Total income from unconsolidated real estate entities attributable to the Company $ (1,123) $ (754) |
NewINK Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Additional Cash Flow Information | During the three months ended March 31, 2019 and 2018, the Company received cash distributions from the NewINK JV as follows (in thousands): For the three months ended March 31, 2019 2018 Cash generated from other activities and excess cash $ — $ 719 Total $ — $ 719 |
Inland Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Additional Cash Flow Information | During the three months ended March 31, 2019 and 2018, the Company received cash distributions from the Inland JV as follows (in thousands): For the three months ended March 31, 2019 2018 Cash generated from other activities and excess cash $ — $ 300 Total $ — $ 300 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 3/31/19 Property Carrying Value Balance Outstanding on Loan as of March 31, 2019 December 31, Senior Unsecured Revolving Credit Facility (1) 4.56 % March 8, 2022 $ — $ 97,000 $ 81,500 Residence Inn by Marriott New Rochelle, NY 5.75 % September 1, 2021 18,186 13,254 13,361 Residence Inn by Marriott San Diego, CA 4.66 % February 6, 2023 45,699 27,730 27,885 Homewood Suites by Hilton San Antonio, TX 4.59 % February 6, 2023 30,799 15,827 15,916 Residence Inn by Marriott Vienna, VA 4.49 % February 6, 2023 32,185 21,658 21,782 Courtyard by Marriott Houston, TX 4.19 % May 6, 2023 31,821 17,871 17,976 Hyatt Place Pittsburgh, PA 4.65 % July 6, 2023 35,583 21,870 21,989 Residence Inn by Marriott Bellevue, WA 4.97 % December 6, 2023 65,413 44,470 44,680 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 37,190 32,475 32,620 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 81,477 64,800 64,800 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 81,663 70,700 70,700 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 62,871 48,600 48,600 Residence Inn by Marriott Mountain View, CA 4.64 % July 6, 2024 54,882 37,900 37,900 SpringHill Suites by Marriott Savannah, GA 4.62 % July 6, 2024 35,527 30,000 30,000 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 40,193 21,248 21,355 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 14,646 15,896 15,965 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 15,256 17,948 18,026 Total debt before unamortized debt issue costs $ 683,391 $ 599,247 $ 585,055 Unamortized mortgage debt issue costs (1,679) (1,773) Total debt outstanding $ 597,568 $ 583,282 (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 March 31, 2019, for the current year and each of the next four calendar years and thereafter are as follows (in thousands): Amount 2019 (remaining nine months) $ 5,684 2020 9,536 2021 21,962 2022 106,954 2023 142,545 2024 296,658 Thereafter 15,908 Total debt before unamortized debt issue costs $ 599,247 Unamortized mortgage debt issue costs (1,679) Total debt outstanding $ 597,568 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 Federal $ — $ — State — — Tax expense (benefit) $ — $ — |
Dividends Declared and Paid (Ta
Dividends Declared and Paid (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 1/31/2019 2/22/2019 $ 0.11 $ 0.11 February 2/28/2019 3/29/2019 0.11 0.11 March 3/29/2019 4/26/2019 0.11 0.11 1st Quarter 2019 $ 0.33 $ 0.33 Total 2019 $ 0.33 $ 0.33 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 2018 Numerator: Net income attributable to common shareholders $ 1,613 $ 2,848 Dividends paid on unvested shares and units (85) (63) Net income attributable to common shareholders $ 1,528 $ 2,785 Denominator: Weighted average number of common shares - basic 46,556,710 45,753,792 Unvested shares 178,248 268,898 Weighted average number of common shares - diluted 46,734,958 46,022,690 Basic income per Common Share: Net income attributable to common shareholders per weighted average basic common share $ 0.03 $ 0.06 Diluted income per Common Share: Net income attributable to common shareholders per weighted average diluted common share $ 0.03 $ 0.06 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 and the year ended December 31, 2018 is as follows: Three Months Ended Year Ended March 31, 2019 December 31, 2018 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 8,334 $ 18.52 57,514 $ 23.78 Granted — — 5,000 17.40 Vested (1,667) 20.20 (30,084) 26.24 Forfeited — — (24,096) 21.21 Non-vested at end of the period 6,667 $ 18.10 8,334 $ 18.52 |
Schedule of Long Term Incentive Unit Awards | A summary of the Company's LTIP Unit awards for the three months ended March 31, 2019 and the year ended December 31, 2018 is as follows: Three Months Ended Year Ended March 31, 2019 December 31, 2018 Number of Units Weighted-Average Grant Date Fair Value Number of Units Weighted-Average Grant Date Fair Value Non-vested at beginning of the period 476,398 $ 17.73 482,056 $ 16.58 Granted 221,853 18.73 244,917 16.94 Vested (99,931) 16.55 (67,275) 16.42 Forfeited — $ — (183,300) $ 14.13 Non-vested at end of the period 598,320 $ 18.30 476,398 $ 17.73 |
Schedule of Performance-Based Long-Term Incentive Plan Payout Unit Awards | The 2019 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% 2019 Time-Based LTIP Unit Awards 3/1/2019 88,746 $18.45 21% —% 2.57% 2019 Performance-Based LTIP Unit Awards 3/1/2019 133,107 $18.91 21% 6.2% 2.55% |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following tables include information regarding the Company's leases for which it is the lessee, for the three months ended March 31 2019 and as of period end: Total Future Lease Payments (1) Amount 2019 (remaining nine months) $ 1,550 2020 2,132 2021 2,157 2022 2,182 2023 2,206 2024 2,225 Thereafter 72,797 Total lease payments $ 85,249 Less: Imputed interest (59,626) Present value of lease liabilities $ 25,623 |
Schedule Of Right Of Use Asset And Liability | The following table includes information regarding the right of use assets and lease liabilities of the Company as of March 31, 2019: Right of Use Asset Lease Liability Balance as of January 1, 2019 $ 23,091 $ 25,715 Amortization (155) (92) Balance as of March 31, 2019 $ 22,936 $ 25,623 |
Lease, Cost | Lease Term and Discount Rate 3/31/2019 Weighted-average remaining lease term (years) 40.16 Weighted-average discount rate 6.57% |
Lessee Operating Lease Liability Maturity, Ground, Air Rights, Garage And Office Leases | The following is a schedule of the minimum future payments required under the ground, air rights, garage leases and office lease as of December 31, 2018, for each of the next five calendar years and thereafter: Amount 2019 $ 2,065 2020 2,132 2021 2,157 2022 2,182 2023 2,206 Thereafter 75,022 Total lease payments $ 85,764 |
Organization (Details)
Organization (Details) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2014USD ($) | Mar. 31, 2019USD ($)HotelRoomstate$ / sharesshares | Mar. 31, 2018USD ($) | Nov. 17, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of common shares | $ 119,000 | $ 10,537,000 | ||
Percentage of common units of limited partnership owned | 100.00% | |||
Aggregate number of rooms in hotels (in rooms) | Room | 6,283 | |||
Number of states in which hotels are owned (in states) | state | 15 | |||
Initial term of each TRS lease | 5 years | |||
Island Hospitality Management Inc. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of hotels managed by related party (in hotels) | Hotel | 34 | |||
Island Hospitality Management Inc. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of hotels managed by related party (in hotels) | Hotel | 42 | |||
Ownership percentage in related party owned by the company's chairman | 51.00% | |||
NewINK Joint Venture | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Indirect ownership in the leased hotels | 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% | |||
Number of hotels acquired (in hotels) | Hotel | 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 | |||
Inland Joint Venture | Marriott International, Inc. | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of hotels managed by related party (in hotels) | Hotel | 14 | |||
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 | |||
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 | 2,498,670 | |||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 21.83 | |||
Stock purchase plan, remaining authorized repurchase amount | $ 92,400,000 | |||
DRSP Plan | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock purchase plan, authorized amount | 25,000,000 | |||
Registration statement filed, amount | $ 50,000,000 | |||
Shares issued (in shares) | shares | 6,104 | |||
Total number of shares issued (in shares) | shares | 1,514,150 | |||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 19.48 | |||
Stock purchase plan, remaining authorized repurchase amount | $ 33,000,000 | |||
Aggregate average price per share (in dollars per share) | $ / shares | $ 21.54 | |||
Proceeds from issuance of common shares | $ 100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Present value of lease liabilities | $ 25,623 | $ 25,715 | |
Right-of-use asset | $ 22,936 | $ 23,091 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Present value of lease liabilities | $ 25,700 | ||
Right-of-use asset | $ 23,100 |
Acquisition of Hotel Properti_3
Acquisition of Hotel Properties - Narrative (Details) - USD ($) $ in Millions | Dec. 05, 2018 | Aug. 27, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Property acquisition costs capitalized | $ 0 | $ 0.2 | ||
RI Summerville | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 20.8 | |||
Dallas DT | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 49 |
Acquisition of Hotel Properti_4
Acquisition of Hotel Properties - Schedule of Purchase Price Allocation (Details) $ in Thousands | Dec. 05, 2018USD ($)Room | Aug. 27, 2018USD ($)Room |
RI Summerville | ||
Business Acquisition [Line Items] | ||
Number of Rooms | Room | 96 | |
Land | $ 2,300 | |
Building and improvements | 17,060 | |
Furniture, fixtures and equipment | 1,234 | |
Cash | 0 | |
Accounts receivable | 0 | |
Prepaid expenses and other assets | 0 | |
Accounts payable and accrued expenses | (9) | |
Net assets acquired, net of cash | $ 20,585 | |
Dallas DT | ||
Business Acquisition [Line Items] | ||
Number of Rooms | Room | 167 | |
Land | $ 2,900 | |
Building and improvements | 42,760 | |
Furniture, fixtures and equipment | 3,340 | |
Cash | 5 | |
Accounts receivable | 8 | |
Prepaid expenses and other assets | 68 | |
Accounts payable and accrued expenses | (33) | |
Net assets acquired, net of cash | $ 49,043 |
Acquisition of Hotel Properti_5
Acquisition of Hotel Properties - Schedule of Revenue and Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 2,801 | $ 0 |
Operating Income | 1,051 | 0 |
RI Summerville | ||
Business Acquisition [Line Items] | ||
Revenue | 800 | 0 |
Operating Income | 254 | 0 |
Dallas DT | ||
Business Acquisition [Line Items] | ||
Revenue | 2,001 | 0 |
Operating Income | $ 797 | $ 0 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Allowance for doubtful accounts related to receivables | $ 281 | $ 264 |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Investments Schedule [Abstract] | ||
Land and improvements | $ 296,260 | $ 296,253 |
Building and improvements | 1,222,728 | 1,214,780 |
Furniture, fixtures and equipment | 78,237 | 73,411 |
Renovations in progress | 23,594 | 25,370 |
Investment in hotel properties, at cost | 1,620,819 | 1,609,814 |
Less: accumulated depreciation | (248,742) | (236,041) |
Investment in hotel properties, net | $ 1,372,077 | $ 1,373,773 |
Investment in Unconsolidated _3
Investment in Unconsolidated Entities - Additional Information (Details) $ in Thousands | Jun. 09, 2017USD ($)Hotel | May 09, 2017USD ($)Hotel | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Nov. 17, 2014 | Jun. 09, 2014 |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment in unconsolidated real estate entities | $ 20,857 | $ 21,545 | |||||
Debt amount outstanding | 599,247 | 585,055 | |||||
Amount refinanced | $ 97,000 | $ 81,500 | |||||
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 | 8970.00% | ||||||
Investment in unconsolidated real estate entities | $ 46,700 | $ 50,600 | |||||
Difference between carrying amount and share of partners' capital | $ 56,800 | 58,100 | |||||
NewINK Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Indirect ownership in the leased hotels | 10.30% | ||||||
Investments in joint ventures | $ (10,100) | ||||||
Inland Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Indirect ownership in the leased hotels | 10.00% | ||||||
Joint venture, percentage ownership by third party | 90.00% | ||||||
Investment in unconsolidated real estate entities | 31,500 | 34,400 | |||||
Difference between carrying amount and share of partners' capital | 10,600 | $ 10,900 | |||||
Investments in joint ventures | $ 20,900 | ||||||
Senior Notes | NewINK Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt amount outstanding | $ 840,000 | ||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 47 | ||||||
Amount refinanced | $ 850,000 | ||||||
Number of extension options | Hotel | 3 | ||||||
Period of extension options | 1 year | ||||||
Senior Notes | Inland Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Debt amount outstanding | $ 817,000 | ||||||
Number of hotels in ownership by Company (in hotels) | Hotel | 48 | ||||||
Amount refinanced | $ 780,000 | ||||||
Additional amount contributed | $ 5,000 | ||||||
Number of extension options | Hotel | 3 | ||||||
Period of extension options | 1 year | ||||||
LIBOR | Senior Notes | NewINK Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Basis spread on variable rate | 2.79% | ||||||
LIBOR | Senior Notes | Inland Joint Venture | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Basis spread on variable rate | 3.30% |
Investment in Unconsolidated _4
Investment in Unconsolidated Entities - Cash Received and Distributions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
NewINK Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash generated from other activities and excess cash | $ 0 | $ 719 |
Total | 0 | 719 |
Inland Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Cash generated from other activities and excess cash | 0 | 300 |
Total | $ 0 | $ 300 |
Investment in Unconsolidated _5
Investment in Unconsolidated Entities - Components of Net Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||
Revenue | $ 75,679 | $ 72,915 |
Total hotel operating expenses | 65,786 | 62,647 |
Operating Income | 9,893 | 10,251 |
Net income attributable to common shareholders | 1,613 | 2,848 |
Total Minority Interest Joint Ventures | ||
Schedule of Equity Method Investments [Line Items] | ||
Revenue | 112,120 | 110,174 |
Total hotel operating expenses | 78,554 | 78,024 |
Operating Income | 33,566 | 32,150 |
Net income (loss) from continuing operations | (15,019) | (11,401) |
Net income attributable to common shareholders | (15,019) | (11,401) |
Income (loss) allocable to the Company | (1,522) | (1,153) |
Basis difference adjustment | 399 | 399 |
Total income from unconsolidated real estate entities attributable to the Company | $ (1,123) | $ (754) |
Debt - Components of Mortgage D
Debt - Components of Mortgage Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Participating Mortgage Loans [Line Items] | ||
Property Carrying Value | $ 683,391 | |
Total debt before unamortized debt issue costs | 599,247 | $ 585,055 |
Unamortized mortgage debt issue costs | (1,679) | (1,773) |
Total debt outstanding | $ 597,568 | 583,282 |
Senior Unsecured Revolving Credit Facility | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.56% | |
Property Carrying Value | $ 0 | |
Total debt before unamortized debt issue costs | $ 97,000 | 81,500 |
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 | $ 18,186 | |
Total debt before unamortized debt issue costs | $ 13,254 | 13,361 |
Residence Inn by Marriott San Diego, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.66% | |
Property Carrying Value | $ 45,699 | |
Total debt before unamortized debt issue costs | $ 27,730 | 27,885 |
Homewood Suites by Hilton San Antonio, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.59% | |
Property Carrying Value | $ 30,799 | |
Total debt before unamortized debt issue costs | $ 15,827 | 15,916 |
Residence Inn by Marriott Vienna, VA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.49% | |
Property Carrying Value | $ 32,185 | |
Total debt before unamortized debt issue costs | $ 21,658 | 21,782 |
Courtyard by Marriott Houston, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.19% | |
Property Carrying Value | $ 31,821 | |
Total debt before unamortized debt issue costs | $ 17,871 | 17,976 |
Hyatt Place Pittsburgh, PA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.65% | |
Property Carrying Value | $ 35,583 | |
Total debt before unamortized debt issue costs | $ 21,870 | 21,989 |
Residence Inn by Marriott Bellevue, WA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.97% | |
Property Carrying Value | $ 65,413 | |
Total debt before unamortized debt issue costs | $ 44,470 | 44,680 |
Residence Inn by Marriott Garden Grove, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.79% | |
Property Carrying Value | $ 37,190 | |
Total debt before unamortized debt issue costs | $ 32,475 | 32,620 |
Residence Inn by Marriott Silicon Valley I, CA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.64% | |
Property Carrying Value | $ 81,477 | |
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 | $ 81,663 | |
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 | $ 62,871 | |
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 | $ 54,882 | |
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 | $ 35,527 | |
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 | $ 40,193 | |
Total debt before unamortized debt issue costs | $ 21,248 | 21,355 |
Homewood Suites by Hilton Billerica, MA | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.32% | |
Property Carrying Value | $ 14,646 | |
Total debt before unamortized debt issue costs | $ 15,896 | 15,965 |
Hampton Inn & Suites Houston Medical Center, TX | ||
Participating Mortgage Loans [Line Items] | ||
Interest Rate | 4.25% | |
Property Carrying Value | $ 15,256 | |
Total debt before unamortized debt issue costs | $ 17,948 | $ 18,026 |
Debt - Additional Information (
Debt - Additional Information (Details) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 97,000,000 | $ 81,500,000 |
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 | $ 503,600,000 | 489,000,000 |
Variable rate debt | ||
Debt Instrument [Line Items] | ||
Estimated fair value of debt | 97,000,000 | 81,500,000 |
Senior Unsecured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | 97,000,000 | $ 81,500,000 |
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 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2019 (remaining nine months) | $ 5,684 | |
2020 | 9,536 | |
2021 | 21,962 | |
2022 | 106,954 | |
2023 | 142,545 | |
2024 | 296,658 | |
Thereafter | 15,908 | |
Total debt before unamortized debt issue costs | 599,247 | $ 585,055 |
Unamortized mortgage debt issue costs | (1,679) | (1,773) |
Total debt outstanding | $ 597,568 | $ 583,282 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Tax expense (benefit) | $ 0 | $ 0 |
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 | Mar. 29, 2019 | Feb. 28, 2019 | Jan. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Equity [Abstract] | |||||
Distributions declared per common share (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.33 | $ 0.33 |
LTIP units, distributions per unit (in dollars per share) | $ 0.11 | $ 0.11 | $ 0.11 | $ 0.33 | $ 0.33 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||
Net income attributable to common shareholders | $ 1,613 | $ 2,848 |
Dividends paid on unvested shares and units | (85) | (63) |
Net income attributable to common shareholders | $ 1,528 | $ 2,785 |
Denominator: | ||
Weighted average number of common shares - basic (in shares) | 46,556,710 | 45,753,792 |
Unvested shares (in shares) | 178,248 | 268,898 |
Weighted average number of common shares - diluted (in shares) | 46,734,958 | 46,022,690 |
Basic income per Common Share: | ||
Net income attributable to common shareholders per weighted average basic common share (in dollars per share) | $ 0.03 | $ 0.06 |
Diluted income per Common Share: | ||
Net income attributable to common shareholders per weighted average diluted common share (in dollars per share) | $ 0.03 | $ 0.06 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) | Mar. 01, 2019$ / sharesshares | Jan. 31, 2019shares | Mar. 01, 2018shares | Mar. 01, 2017shares | Jan. 28, 2016shares | Jun. 01, 2015shares | May 17, 2013shares | Jan. 31, 2018shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares |
Independent Trustees | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common share issued as compensation for services performed (in shares) | 27,870 | 21,670 | |||||||||
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 | ||||||||||
Common shares available for issuance (in shares) | 1,372,659 | ||||||||||
Restricted Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Unrecognized compensation costs | $ | $ 100,000 | $ 100,000 | |||||||||
Weighted-average period for recognition of unrecognized compensation costs | 2 years 3 months 18 days | ||||||||||
Compensation expense, recognized | $ | $ 15,700 | $ 100,000 | |||||||||
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 | 2 years 2 months 12 days | ||||||||||
Compensation expense, recognized | $ | $ 900,000 | $ 700,000 | |||||||||
Exchange ratio | 1 | ||||||||||
Number of shares, Granted (in shares) | 221,853 | 244,917 | |||||||||
Total unrecognized compensation cost related to LTIP Units | $ | $ 8,200,000 | $ 7,800,000 | |||||||||
Long Term Incentive Plan Units | Awarded June 1, 2015 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
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) | 88,746 | 97,968 | 89,574 | 72,966 | |||||||
Long Term Incentive Plan Units, Time-Based | Awarded March 1, 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares, Granted (in shares) | 88,746 | ||||||||||
Long Term Incentive Plan Units, Performance-Based | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares, Granted (in shares) | 133,107 | 146,949 | 134,348 | 39,285 | |||||||
Long Term Incentive Plan Units, Performance-Based | Awarded March 1, 2019 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares, Granted (in shares) | 133,107 | ||||||||||
Grants in period, intrinsic value, amount per share (in dollars per share) | $ / shares | $ 18.91 | ||||||||||
Long Term Incentive Plan Units, Performance-Based | Awarded March 1, 2019 | 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 | Awarded March 1, 2019 | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 8,334 | 57,514 |
Number of shares, Granted (in shares) | 0 | 5,000 |
Number of shares, Vested (in shares) | (1,667) | (30,084) |
Number of shares, Forfeited (in shares) | 0 | (24,096) |
Number of shares, Nonvested at end of the period (in shares) | 6,667 | 8,334 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 18.52 | $ 23.78 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 0 | 17.40 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 20.20 | 26.24 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 0 | 21.21 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 18.10 | $ 18.52 |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of LTIP Unit Awards (Details) - Long Term Incentive Plan Units - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Summary of company's restricted share awards | ||
Number of shares, Nonvested at beginning of the period (in shares) | 476,398 | 482,056 |
Number of shares, Granted (in shares) | 221,853 | 244,917 |
Number of shares, Vested (in shares) | (99,931) | (67,275) |
Number of shares, Forfeited (in shares) | 0 | (183,300) |
Number of shares, Nonvested at end of the period (in shares) | 598,320 | 476,398 |
Weighted - Average Grant Date Fair Value | ||
Weighted - Average Grant Date Fair Value, Nonvested at beginning of the period (in dollars per share) | $ 17.73 | $ 16.58 |
Weighted - Average Grant Date Fair Value, Granted (in dollars per share) | 18.73 | 16.94 |
Weighted - Average Grant Date Fair Value, Vested (in dollars per share) | 16.55 | 16.42 |
Weighted - Average Grant Date Fair Value, Forfeited (in dollars per share) | 0 | 14.13 |
Weighted - Average Grant Date Fair Value, Nonvested at end of the period (in dollars per share) | $ 18.30 | $ 17.73 |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of Performance-Based Long-Term Incentive Plan Payout Awards (Details) | Mar. 01, 2019 |
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, 2019 | 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) | 88,746 | 97,968 | 89,574 | 72,966 | |
Estimate Value Per Unit (in dollars per share) | $ 18.45 | $ 16.83 | $ 18.53 | $ 16.69 | |
Volatility, percentage | 21.00% | 26.00% | 24.00% | 28.00% | |
Dividend Yield, percentage | 0.00% | 0.00% | 0.00% | 0.00% | |
Risk Free Interest Rate, percentage | 2.57% | 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) | 133,107 | 146,949 | 134,348 | 39,285 | |
Estimate Value Per Unit (in dollars per share) | $ 18.91 | $ 17.02 | $ 19.65 | $ 11.09 | |
Volatility, percentage | 21.00% | 26.00% | 25.00% | 30.00% | |
Dividend Yield, percentage | 6.20% | 6.20% | 5.80% | 5.80% | |
Risk Free Interest Rate, percentage | 2.55% | 2.37% | 1.47% | 1.13% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
2019 (remaining nine months) | $ 1,550 | |
2020 | 2,132 | |
2021 | 2,157 | |
2022 | 2,182 | |
2023 | 2,206 | |
2024 | 2,225 | |
Thereafter | 72,797 | |
Total lease payments | 85,249 | |
Present value of lease liabilities | 25,623 | $ 25,715 |
Less: Imputed interest | 59,626 | |
Non-variable lease payments | $ 3,400 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)TermParkingSpaceHotel | |
Operating Leased Assets [Line Items] | |
Variable lease, payment | $ 39,000 |
Fixed lease payments | $ 500,000 |
Periods in each additional renewal term | 5 years |
Maximum additional terms up to which ground lease can be extended (up to) | Term | 12 |
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% |
Hilton Garden Inn Marina del Rey, CA | |
Operating Leased Assets [Line Items] | |
Operating leases, monthly payment | $ 47,500 |
Ground Leases | Hilton Garden Inn Portsmouth | |
Operating Leased Assets [Line Items] | |
Periodic increase in monthly payment | 5 years |
Operating lease, annual supplemental rent subtraction, base rent multiplier | 12 |
Operating leases, monthly payment | $ 40,300 |
Operating lease, periodic increase, percentage | 10.00% |
Periods in each additional renewal term | 10 years |
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 5.00% |
Number of additional terms | Term | 3 |
Air Rights Lease And Garage Lease | |
Operating Leased Assets [Line Items] | |
Number of parking spaces occupied by hotel (in parking spaces) | ParkingSpace | 128 |
Quarterly rent | $ 29,000 |
Office Lease | |
Operating Leased Assets [Line Items] | |
Operating leases, term of contract | 11 years |
Operating leases, abatement term of contract | 12 months |
Periods in each additional renewal term | 5 years |
Maximum additional terms up to which ground lease can be extended (up to) | Hotel | 2 |
Minimum | Hilton Garden Inn Marina del Rey, CA | |
Operating Leased Assets [Line Items] | |
Operating lease, periodic increase, percentage | 5.00% |
Maximum | Hilton Garden Inn Marina del Rey, CA | |
Operating Leased Assets [Line Items] | |
Operating lease, periodic increase, percentage | 25.00% |
Leases - Schedule of Ground, Ai
Leases - Schedule of Ground, Air Rights, Garage and Office Leases (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 2,065 |
2020 | 2,132 |
2021 | 2,157 |
2022 | 2,182 |
2023 | 2,206 |
Thereafter | 75,022 |
Total lease payments | $ 85,764 |
Leases - Schedule Of Right of U
Leases - Schedule Of Right of Use Asset and Lease Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule Of Right Of Use Asset And Liability [Abstract] | ||
Beginning balance | $ 23,091 | |
Amortization Of Right-Of-Use Asset | (155) | $ 0 |
Ending balance | 22,936 | |
Schedule Of Lease Liability [Abstract] | ||
Beginning balance | 25,715 | |
Amortization Of Lease Liability | (92) | $ 0 |
Ending balance | $ 25,623 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) | 40 years 1 month 28 days |
Weighted-average discount rate | 6.57% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)Hotel | Mar. 31, 2018USD ($) | |
Capital Leased Assets [Line Items] | ||
Management fees recorded within hotel other operating expenses | $ 2.5 | $ 2.4 |
Franchise fees recorded within hotel other operating expenses | $ 5.9 | $ 5.5 |
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 of management agreements | Hotel | 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% | |
Accounts Payable and Accrued Liabilities | ||
Capital Leased Assets [Line Items] | ||
Amount of exposure to litigation | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | ||
Mar. 31, 2019USD ($)Hotel | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |||
Amounts due to related party | $ | $ 1,600,000 | $ 1,400,000 | |
Island Hospitality Management Inc. | |||
Related Party Transaction [Line Items] | |||
Number of hotels managed by related party (in hotels) | 34 | ||
NorthStar Realty Finance Corp | |||
Related Party Transaction [Line Items] | |||
Ownership percentage in related party owned by the company's chairman | 2.50% | ||
Ownership percentage in related party owned by third party | 97.50% | ||
Services provided | $ | $ 32,800 | $ 0 | |
Island Hospitality Management Inc. | |||
Related Party Transaction [Line Items] | |||
Ownership percentage in related party owned by the company's chairman | 51.00% | ||
Number of hotels managed by related party (in hotels) | 42 | ||
Inland Joint Venture | |||
Related Party Transaction [Line Items] | |||
Number of hotels acquired (in hotels) | 48 | ||
Inland Joint Venture | Island Hospitality Management Inc. | |||
Related Party Transaction [Line Items] | |||
Number of hotels managed by related party (in hotels) | 34 | ||
NewINK Joint Venture | |||
Related Party Transaction [Line Items] | |||
Insurance expense due to affiliate | $ | $ 2,000,000 | $ 1,800,000 |