Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-34693 | |
Entity Registrant Name | CHATHAM LODGING TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 27-1200777 | |
Entity Address, Address Line One | 222 Lakeview Avenue, Suite 200 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 561 | |
Local Phone Number | 802-4477 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Smaller Reporting Company | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,909,949 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Central Index Key | 0001476045 | |
Current Fiscal Year End Date | --12-31 | |
Common Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Shares of Beneficial Interest, $0.01 par value | |
Trading Symbol | CLDT | |
Security Exchange Name | NYSE | |
Series A Preferred Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.625% Series A Cumulative Redeemable Preferred Shares | |
Trading Symbol | CLDT-PA | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Investment in hotel properties, net | $ 1,241,935 | $ 1,227,633 |
Cash and cash equivalents | 10,595 | 68,130 |
Restricted cash | 15,101 | 17,619 |
Right of use asset, net | 17,849 | 18,141 |
Hotel receivables (net of allowance for doubtful accounts of $180 and $280, respectively) | 4,176 | 4,375 |
Deferred costs, net | 4,625 | 4,246 |
Prepaid expenses and other assets | 8,197 | 3,786 |
Total assets | 1,302,478 | 1,343,930 |
Liabilities and Equity: | ||
Mortgage debt, net | 190,373 | 394,544 |
Revolving credit facility | 120,000 | 0 |
Unsecured term loan, net | 139,417 | 89,533 |
Accounts payable and accrued expenses (including $720 and $399 due to related parties, respectively) | 28,455 | 29,255 |
Lease liability | 20,859 | 20,808 |
Distributions payable | 5,481 | 5,414 |
Total liabilities | 504,585 | 539,554 |
Commitments and Contingencies | ||
Shareholders’ Equity: | ||
Preferred shares, $0.01 par value, 100,000,000 shares authorized; 4,800,000 and 4,800,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 48 | 48 |
Common shares, $0.01 par value, 500,000,000 shares authorized; 48,909,201 and 48,859,836 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 489 | 488 |
Additional paid-in capital | 1,046,787 | 1,047,176 |
Accumulated deficit | (280,852) | (271,651) |
Total shareholders’ equity | 766,472 | 776,061 |
Noncontrolling Interests: | ||
Noncontrolling interest in Operating Partnership | 31,421 | 28,315 |
Total equity | 797,893 | 804,376 |
Total liabilities and equity | $ 1,302,478 | $ 1,343,930 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Allowance for doubtful accounts related to receivables | $ 180 | $ 280 |
Due to related parties | $ 28,455 | $ 29,255 |
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) | 4,800,000 | 4,800,000 |
Preferred shares, shares outstanding (in shares) | 4,800,000 | 4,800,000 |
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) | 48,909,201 | 48,859,836 |
Common shares, shares outstanding (in shares) | 48,909,201 | 48,859,836 |
Related Party | ||
Due to related parties | $ 720 | $ 399 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 86,479,000 | $ 84,476,000 | $ 154,920,000 | $ 152,091,000 |
Expenses: | ||||
Total hotel operating expenses | 46,571,000 | 43,323,000 | 88,413,000 | 83,800,000 |
Depreciation and amortization | 14,914,000 | 14,670,000 | 30,169,000 | 28,928,000 |
Property taxes, ground rent and insurance | 5,981,000 | 6,069,000 | 11,275,000 | 12,174,000 |
General and administrative | 4,633,000 | 4,612,000 | 9,227,000 | 8,954,000 |
Other charges | 27,000 | 38,000 | 77,000 | 38,000 |
Reimbursable costs from related parties | 275,000 | 365,000 | 553,000 | 730,000 |
Total operating expenses | 72,401,000 | 69,077,000 | 139,714,000 | 134,624,000 |
Operating income before loss on sale of hotel properties | 14,078,000 | 15,399,000 | 15,206,000 | 17,467,000 |
Gain (loss) on sale of hotel properties | 12,000 | 55,000 | (140,000) | 55,000 |
Operating income | 14,090,000 | 15,454,000 | 15,066,000 | 17,522,000 |
Interest and other income | 684,000 | 189,000 | 1,529,000 | 209,000 |
Interest expense, including amortization of deferred fees | (7,723,000) | (6,442,000) | (15,030,000) | (12,880,000) |
Loss on early extinguishment of debt | (17,000) | 0 | (17,000) | (691,000) |
Gain from partial lease termination | 0 | 164,000 | 0 | 164,000 |
Income before income tax expense | 7,034,000 | 9,365,000 | 1,548,000 | 4,324,000 |
Income tax expense | 0 | 0 | 0 | 0 |
Net income | 7,034,000 | 9,365,000 | 1,548,000 | 4,324,000 |
Net (income) loss attributable to noncontrolling interests | (186,000) | (221,000) | 73,000 | (28,000) |
Net income attributable to Chatham Lodging Trust | 6,848,000 | 9,144,000 | 1,621,000 | 4,296,000 |
Preferred dividends | (1,987,000) | (1,987,000) | (3,975,000) | (3,975,000) |
Net income (loss) attributable to common shareholders | $ 4,861,000 | $ 7,157,000 | $ (2,354,000) | $ 321,000 |
Income (loss) per common share - basic: | ||||
Net income (loss) attributable to common shareholders (Note 10)- (in dollars per share) | $ 0.10 | $ 0.15 | $ (0.05) | $ 0.01 |
Income (loss) per common share - diluted: | ||||
Net income (loss) attributable to common shareholders (Note 10) - (in dollars per share) | $ 0.10 | $ 0.15 | $ (0.05) | $ 0.01 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 48,900,609 | 48,846,913 | 48,896,301 | 48,842,850 |
Diluted (in shares) | 49,013,530 | 48,962,842 | 48,896,301 | 48,964,908 |
Distributions declared per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
Room | ||||
Revenue: | ||||
Total revenue | $ 79,044,000 | $ 77,486,000 | $ 141,526,000 | $ 139,157,000 |
Expenses: | ||||
Total hotel operating expenses | 16,966,000 | 14,578,000 | 32,099,000 | 28,694,000 |
Food and beverage | ||||
Revenue: | ||||
Total revenue | 2,127,000 | 2,094,000 | 3,973,000 | 4,182,000 |
Expenses: | ||||
Total hotel operating expenses | 1,608,000 | 1,584,000 | 3,091,000 | 3,141,000 |
Other | ||||
Revenue: | ||||
Total revenue | 5,033,000 | 4,531,000 | 8,868,000 | 8,022,000 |
Reimbursable costs from related parties | ||||
Revenue: | ||||
Total revenue | 275,000 | 365,000 | 553,000 | 730,000 |
Telephone | ||||
Expenses: | ||||
Total hotel operating expenses | 328,000 | 360,000 | 647,000 | 722,000 |
Other hotel operating | ||||
Expenses: | ||||
Total hotel operating expenses | 1,025,000 | 950,000 | 1,844,000 | 1,863,000 |
General and administrative | ||||
Expenses: | ||||
Total hotel operating expenses | 7,231,000 | 7,305,000 | 14,396,000 | 14,112,000 |
Franchise and marketing fees | ||||
Expenses: | ||||
Total hotel operating expenses | 6,936,000 | 6,801,000 | 12,425,000 | 12,141,000 |
Advertising and promotions | ||||
Expenses: | ||||
Total hotel operating expenses | 1,585,000 | 1,460,000 | 2,927,000 | 2,975,000 |
Utilities | ||||
Expenses: | ||||
Total hotel operating expenses | 3,106,000 | 2,899,000 | 6,115,000 | 6,050,000 |
Repairs and maintenance | ||||
Expenses: | ||||
Total hotel operating expenses | 4,103,000 | 3,894,000 | 8,057,000 | 7,623,000 |
Management fees paid to related parties | ||||
Expenses: | ||||
Total hotel operating expenses | 2,850,000 | 2,791,000 | 5,159,000 | 5,079,000 |
Insurance | ||||
Expenses: | ||||
Total hotel operating expenses | $ 833,000 | $ 701,000 | $ 1,653,000 | $ 1,400,000 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Shares | Total Shareholders’ Equity | Total Shareholders’ Equity Common Shares | Preferred Shares | Common Shares | Common Shares Common Shares | Additional Paid - In Capital | Additional Paid - In Capital Common Shares | Accumulated Deficit | Noncontrolling Interest in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2022 | 4,800,000 | 48,808,105 | |||||||||
Beginning balance at Dec. 31, 2022 | $ 817,997 | $ 794,894 | $ 48 | $ 488 | $ 1,047,023 | $ (252,665) | $ 23,103 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares pursuant to equity incentive plan (in shares) | 43,378 | ||||||||||
Issuance of shares pursuant to Equity Incentive Plan | 540 | 540 | 540 | ||||||||
Issuance of shares, net of offering costs (in shares) | 2,866 | ||||||||||
Issuance of shares, net of offering costs | $ 31 | $ 31 | $ 31 | ||||||||
Issuance of restricted time-based shares (in shares) | 2,457 | ||||||||||
Amortization of share based compensation | 2,772 | 23 | 23 | 2,749 | |||||||
Dividends declared on common shares | (6,840) | (6,840) | (6,840) | ||||||||
Distributions declared on LTIP units | (362) | (362) | |||||||||
Dividends accrued on preferred shares | (3,975) | (3,975) | (3,975) | ||||||||
Reallocation of noncontrolling interest | 0 | (493) | (493) | 493 | |||||||
Net income (loss) | 4,324 | 4,296 | 4,296 | 28 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 4,800,000 | 48,856,806 | |||||||||
Ending balance at Jun. 30, 2023 | 814,487 | 788,476 | $ 48 | $ 488 | 1,047,124 | (259,184) | 26,011 | ||||
Beginning balance (in shares) at Mar. 31, 2023 | 4,800,000 | 48,855,155 | |||||||||
Beginning balance at Mar. 31, 2023 | 809,256 | 784,710 | $ 48 | $ 488 | 1,047,095 | (262,921) | 24,546 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs (in shares) | 1,651 | ||||||||||
Issuance of shares, net of offering costs | 17 | 17 | 17 | ||||||||
Amortization of share based compensation | 1,437 | 12 | 12 | 1,425 | |||||||
Dividends declared on common shares | (3,420) | (3,420) | (3,420) | ||||||||
Distributions declared on LTIP units | (181) | (181) | |||||||||
Dividends accrued on preferred shares | (1,987) | (1,987) | (1,987) | ||||||||
Net income (loss) | 9,365 | 9,144 | 9,144 | 221 | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 4,800,000 | 48,856,806 | |||||||||
Ending balance at Jun. 30, 2023 | 814,487 | 788,476 | $ 48 | $ 488 | 1,047,124 | (259,184) | 26,011 | ||||
Beginning balance (in shares) at Dec. 31, 2023 | 4,800,000 | 48,859,836 | |||||||||
Beginning balance at Dec. 31, 2023 | 804,376 | 776,061 | $ 48 | $ 488 | 1,047,176 | (271,651) | 28,315 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares pursuant to equity incentive plan (in shares) | 43,670 | ||||||||||
Issuance of shares pursuant to Equity Incentive Plan | 471 | 471 | $ 1 | 470 | |||||||
Issuance of shares, net of offering costs (in shares) | 2,752 | ||||||||||
Issuance of shares, net of offering costs | (237) | (237) | (237) | ||||||||
Issuance of restricted time-based shares (in shares) | 2,943 | ||||||||||
Amortization of share based compensation | 2,978 | 27 | 27 | 2,951 | |||||||
Dividends declared on common shares | (6,847) | (6,847) | (6,847) | ||||||||
Distributions declared on LTIP units | (430) | (430) | |||||||||
Forfeited distributions declared on LTIP units | 9 | 9 | |||||||||
Dividends accrued on preferred shares | (3,975) | (3,975) | (3,975) | ||||||||
Reallocation of noncontrolling interest | 0 | (649) | (649) | 649 | |||||||
Net income (loss) | 1,548 | 1,621 | 1,621 | (73) | |||||||
Ending balance (in shares) at Jun. 30, 2024 | 4,800,000 | 48,909,201 | |||||||||
Ending balance at Jun. 30, 2024 | 797,893 | 766,472 | $ 48 | $ 489 | 1,046,787 | (280,852) | 31,421 | ||||
Beginning balance (in shares) at Mar. 31, 2024 | 4,800,000 | 48,907,719 | |||||||||
Beginning balance at Mar. 31, 2024 | 794,978 | 765,029 | $ 48 | $ 489 | 1,046,779 | (282,287) | 29,949 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of shares, net of offering costs (in shares) | 1,482 | ||||||||||
Issuance of shares, net of offering costs | $ (7) | $ (7) | $ (7) | ||||||||
Amortization of share based compensation | 1,516 | 15 | 15 | 1,501 | |||||||
Dividends declared on common shares | (3,426) | (3,426) | (3,426) | ||||||||
Distributions declared on LTIP units | (215) | (215) | |||||||||
Dividends accrued on preferred shares | (1,987) | (1,987) | (1,987) | ||||||||
Net income (loss) | 7,034 | 6,848 | 6,848 | 186 | |||||||
Ending balance (in shares) at Jun. 30, 2024 | 4,800,000 | 48,909,201 | |||||||||
Ending balance at Jun. 30, 2024 | $ 797,893 | $ 766,472 | $ 48 | $ 489 | $ 1,046,787 | $ (280,852) | $ 31,421 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Distributions declared per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
Distributions declared on LTIP units (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 |
Common Shares | ||||
Issuance of shares, offering costs | $ 21,000 | $ 0 | $ 264,000 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 1,548 | $ 4,324 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of investment in hotel properties | 30,058 | 28,821 |
Amortization of deferred franchise fees | 114 | 117 |
Amortization of deferred financing fees included in interest expense | 645 | 589 |
Loss (gain) on sale of hotel properties | 140 | (55) |
Loss on early extinguishment of debt | 17 | 667 |
Loss on write-off of deferred franchise fee | 50 | 0 |
Share based compensation | 3,259 | 3,007 |
Gain from partial lease termination | 0 | (164) |
Changes in assets and liabilities: | ||
Right of use asset | 292 | 342 |
Hotel receivables | 190 | (527) |
Deferred costs | (166) | (380) |
Prepaid expenses and other assets | (4,426) | (6,186) |
Accounts payable and accrued expenses | 282 | 2,580 |
Lease liability | 66 | (394) |
Net cash provided by operating activities | 32,069 | 32,741 |
Cash flows from investing activities: | ||
Improvements and additions to hotel properties | (18,744) | (15,600) |
Acquisition of hotel properties | (43,730) | 0 |
Proceeds from sale of hotel properties, net | 17,166 | 0 |
Payments of franchise application costs | (700) | 0 |
Net cash used in investing activities | (46,008) | (15,600) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facility | 121,000 | 0 |
Repayments on revolving credit facility | (1,000) | 0 |
Repayments on construction loan | 0 | (39,331) |
Borrowings on unsecured term loan | 50,000 | 90,000 |
Repayments of mortgage debt | (263,961) | (54,221) |
Proceeds from the issuance of mortgage debt | 60,300 | 0 |
Principal payments on finance lease | (15) | 0 |
Payment of financing costs | (1,026) | (3) |
Proceeds from issuance of common shares | 27 | 31 |
Distributions-common shares/units | (7,200) | (7,096) |
Distributions-preferred shares | (3,975) | (3,975) |
Net cash used in financing activities | (46,114) | (14,595) |
Net change in cash, cash equivalents and restricted cash | (60,053) | 2,546 |
Cash, cash equivalents and restricted cash, beginning of period | 85,749 | 45,153 |
Cash, cash equivalents and restricted cash, end of period | 25,696 | 47,699 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 14,441 | 11,961 |
Cash paid for taxes | 685 | 697 |
Remeasurement of right of use asset from partial lease termination | 0 | 531 |
Remeasurement of lease liability from partial lease termination | 0 | 695 |
Common Shares | ||
Cash flows from financing activities: | ||
Payment of offering costs on common shares | $ (264) | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Statement of Cash Flows [Abstract] | ||
Accrued distributions payable | $ 5,481 | $ 5,327 |
Accrued share based compensation | 281 | 235 |
Accounts payable and accrued expenses | $ 749 | $ 700 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Chatham Lodging Trust (“we,” “us” or the “Company”) was formed as a Maryland real estate investment trust on October 26, 2009. The Company is internally-managed and invests primarily in upscale extended-stay and premium-branded select-service hotels. The Company has elected to be treated as a real estate investment trust for federal income tax purposes ("REIT"). The net proceeds from our share offerings are contributed to Chatham Lodging, L.P., our operating partnership (the “Operating Partnership”), in exchange for partnership interests. Substantially all of the Company’s assets are held by, and all operations are conducted through, the Operating Partnership. The Company is the sole general partner of the Operating Partnership and owns 100% of the common units of limited partnership interest in the Operating Partnership ("common units"). Certain of the Company’s executive officers hold vested and unvested long-term incentive plan units in the Operating Partnership ("LTIP units"), which are presented as non-controlling interests on our consolidated balance sheets. As of June 30, 2024, the Company owned 39 hotels with an aggregate of 5,883 rooms located in 17 states and the District of Columbia. To qualify as a REIT, the Company cannot operate the hotels. Therefore, the Operating Partnership and its subsidiaries lease the Company's hotels to taxable REIT subsidiary lessees (“TRS Lessees”), which are wholly owned by the Company’s taxable REIT subsidiary (“TRS”) holding company. Each hotel is leased to a TRS Lessee under a percentage lease that provides for rental payments equal to the greater of (i) a fixed base rent amount or (ii) a percentage rent based on hotel revenue. Lease revenue from each TRS Lessee is eliminated in consolidation. The TRS Lessees have entered into management agreements with a third-party management company that provides day-to-day management for the hotels. As of June 30, 2024, Island Hospitality Management, LLC (“IHM”), which is 100% owned by Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, managed all of the Company’s hotels. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 or sale 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, 2023, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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 Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The guidance requires incremental disclosures related to a public entity’s reportable segments. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. As of June 30, 2024, the Company is currently evaluating the impact of adopting ASU 2023-07 will have on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848). ASU 2022-06 amended and deferred the sunset provision in ASU 2020-04 from December 31, 2022 to December 31, 2024. As of June 30, 2024, the Company does not anticipate that this guidance will have a material impact on its consolidated financial statements and related disclosures. |
Acquisition of Hotel Properties
Acquisition of Hotel Properties | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisition of Hotel Properties | Acquisition of Hotel Properties On May 30, 2024, the Company acquired the Home2 Suites Phoenix Downtown ("Home2 Phoenix") hotel property in Phoenix, AZ for $43.3 million. The Company allocated the purchase price of the hotel based on the estimated fair values of the assets on the date of acquisition. The hotel property is classified as a finance lease for which the Company has recorded right-of-use ("ROU") assets and a lease liability (see Note 12). The Company's ROU asset balance includes $0.3 million related to its lease liability and property acquisition costs of $0.1 million, which are all recorded within Investment in hotel properties, net. |
Disposition of Hotel Properties
Disposition of Hotel Properties | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposition of Hotel Properties | Disposition of Hotel Properties On January 9, 2024, the Company sold the Hilton Garden Inn Denver Tech Center ("HGI Denver Tech") hotel property in Denver, CO for $18.0 million and recognized a loss on sale of the hotel property of $0.1 million. The sale did not represent a strategic shift that had or will have a major effect on the Company's operations and financial results and did not qualify to be reported as discontinued operations. |
Investment in Hotel Properties
Investment in Hotel Properties | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Investment in Hotel Properties | Investment in Hotel Properties Investment in hotel properties, net Investment in hotel properties, net as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Land and improvements $ 285,723 $ 289,671 Building and improvements 1,263,089 1,274,970 Furniture, fixtures and equipment 109,683 108,222 Finance lease assets 43,730 — Renovations in progress 12,815 15,138 1,715,040 1,688,001 Less accumulated depreciation and amortization (473,105) (460,368) Investment in hotel properties, net $ 1,241,935 $ 1,227,633 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
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, revolving credit facility, and unsecured term loan debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date June 30, 2024 Balance Outstanding on Loan as of June 30, 2024 December 31, Revolving Credit Facility (1) 6.96 % October 28, 2026 $ 689,811 $ 120,000 $ — Unsecured Term Loan (2) 6.91 % October 28, 2025 689,811 140,000 90,000 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 — — 29,496 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 — — 60,134 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 — — 65,609 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 — — 45,100 Residence Inn by Marriott Mountain View, CA 4.64 % July 1, 2024 — — 35,171 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 38,001 18,759 19,023 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 10,749 14,314 14,481 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 13,852 16,150 16,338 Courtyard by Marriott Dallas, TX (3) 7.61 % September 11, 2028 39,889 24,500 24,500 Hyatt Place Pittsburgh, PA (6) 7.29 % June 11, 2029 30,442 23,300 — Residence Inn by Marriott Austin, TX (4) 7.42 % September 6, 2033 34,161 20,850 20,850 TownePlace Suites by Marriott Austin, TX (4) 7.42 % September 6, 2033 30,683 19,075 19,075 Courtyard by Marriott Summerville, SC (5) 7.33 % September 11, 2033 18,534 9,000 9,000 Residence Inn by Marriott Summerville, SC (5) 7.33 % September 11, 2033 17,116 9,500 9,500 SpringHill Suites by Marriott Savannah, GA (7) 6.70 % June 6, 2034 31,635 22,000 27,832 Hampton Inn & Suites Exeter, NH (7) 6.70 % June 11, 2034 12,318 15,000 — Total debt before unamortized debt issue costs $ 967,191 $ 452,448 $ 486,109 Unamortized term loan and mortgage debt issue costs (2,658) (2,032) Total debt outstanding $ 449,790 $ 484,077 1. The interest rate for the revolving credit facility is variable and based on one-month term secured overnight financing rate (" SOFR 2. The interest rate for the unsecured term loan is variable and based on one-month term SOFR plus a spread of 1.45% to 2.20% based on the Company's leverage and a credit spread adjustment of 0.10%. 3. On August 30, 2023, a subsidiary of Chatham entered into an agreement with Wells Fargo Bank to obtain a $24.5 million loan secured by the Courtyard by Marriott Dallas Downtown. The loan has a term of five years, carries a fixed interest rate of 7.61%, and is interest-only for its duration. 4. On August 16, 2023, two subsidiaries of Chatham entered into two agreements with Barclays Capital Real Estate to obtain a $20.9 million loan and a $19.1 million loan secured by the Residence Inn by Marriott Austin and the TownePlace Suites by Marriott Austin, respectively. Each loan has a term of ten years, carries a fixed interest rate of 7.42%, and is interest-only for the first five years before amortizing based upon a 30-year amortization schedule. 5. On August 31, 2023, two subsidiaries of Chatham entered into two agreements with Wells Fargo Bank to obtain a $9.0 million loan and a $9.5 million loan secured by the Courtyard by Marriott Summerville and the Residence Inn by Marriott Summerville, respectively. Each loan has a term of ten years, carries a fixed interest rate of 7.33%, and is interest-only for its duration. 6. On May 31, 2024, a subsidiary of Chatham entered into an agreement with Wells Fargo Bank to obtain a $23.3 million loan secured by the Hyatt Place Pittsburgh. The loan has a term of five years, carries a fixed interest rate of 7.29%, and is interest-only for its duration. 7. On June 6, 2024, two subsidiaries of Chatham entered into two agreements with Barclays Capital Real Estate and Wells Fargo Bank to obtain a $22.0 million loan secured by the SpringHill Suites Savannah and a $15.0 million loan secured by the Hampton Inn & Suites Exeter. Each loan has a term of ten years, carries a fixed interest rate of 6.70%, and is interest-only for its duration. On October 28, 2022, the Company entered into a $215.0 million unsecured revolving credit facility and a $90.0 million unsecured delayed-draw term loan facility. The unsecured revolving credit facility has an initial maturity of October 28, 2026 and provides two six-month extension options. The unsecured delayed-draw term loan facility has an initial maturity of October 28, 2025 and provides two one-year extension options. On December 19, 2022, the Company executed an amendment to its unsecured revolving credit facility, increasing commitments by $45.0 million for a total borrowing capacity of $260.0 million. On May 3, 2024, the Company amended its funded unsecured term loan to increase its size from $90.0 million to $140.0 million, its current balance outstanding as of June 30, 2024. During the six months ended June 30, 2024, the Company repaid the maturing mortgage loans of $29.3 million on the Residence Inn Garden Grove hotel property, $34.9 million on the Residence Inn Mountain View hotel property, $27.6 million on the SpringHill Suites Savannah hotel property, $59.5 million on the Residence Inn Silicon Valley I hotel property, $65.0 million on the Residence Inn Silicon Valley II hotel property, and $44.7 million on the Residence Inn San Mateo hotel property. During the year ended December 31, 2023, the Company repaid the $39.3 million construction loan on the Home2 Woodland Hills hotel property, and the maturing mortgage loans of $14.4 million on the Homewood Suites San Antonio hotel property, $19.7 million on the Residence Inn Tysons hotel property, $16.0 million on the Courtyard Houston hotel property, $19.7 million on the Hyatt Place Pittsburgh hotel property, and $40.5 million on the Residence Inn Bellevue hotel property. The Company utilized cash, borrowings under its unsecured credit facility and unsecured term loan, and proceeds from its eight new mortgage loans to repay these loans. 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 June 30, 2024 and December 31, 2023 was $198.7 million and $396.0 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 June 30, 2024, the Company’s variable rate debt consisted of borrowings under its revolving credit facility and its unsecured term loan. The estimated fair value of the Company’s variable rate debt as of June 30, 2024 and December 31, 2023 was $260.0 million and $90.0 million, respectively. The Company's mortgage debt agreements contain “cash trap” provisions that are triggered when the hotel’s operating results fall below a certain debt service coverage ratio or debt yield. When these provisions are triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management accounts for the benefit of the lenders until a specified debt service coverage ratio or debt yield is reached. Such provisions do not allow the lender the right to accelerate repayment of the underlying debt. As of June 30, 2024, one of our mortgage debt lenders has enforced cash trap provisions resulting in $0.4 million of restricted cash. The Company does not expect that such cash traps will affect its ability to satisfy its short-term liquidity requirements. Future scheduled principal payments of debt obligations as of June 30, 2024, for the current year and each of the next five calendar years and thereafter are as follows (in thousands): Amount 2024 (remaining six months) $ 33,248 2025 155,975 2026 120,000 2027 — 2028 24,590 Thereafter 118,635 Total debt before unamortized debt issue costs $ 452,448 Unamortized term loan and mortgage debt issue costs (2,658) Total debt outstanding $ 449,790 Accounting for Derivative Instruments The Company had interest rate cap agreements to hedge against interest rate fluctuations related to the construction loan for the Home2 Woodland Hills hotel property. The Company recorded its derivative instruments on the balance sheet at their estimated fair values and categorized the fair value measurement of these assets as Level 2. Changes in the fair value of the derivatives are recorded each period in current earnings or in other comprehensive income, depending on whether a derivative is designated as part of a hedging relationship and, if it is, depending on the type of hedging relationship. The Company's interest rate caps were not designated as a hedge but to eliminate the incremental cost to the Company if the one-month LIBOR |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s TRS is subject to federal and state income taxes. Income tax expense was zero for the three and six months ended June 30, 2024 and 2023. 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 has generated taxable losses over the last three years. As of June 30, 2024, the TRS continues to recognize a full valuation allowance equal to 100% of the net deferred tax assets due to the uncertainty of the TRS's ability to utilize these net deferred tax assets. Management will continue to monitor the need for a valuation allowance. |
Dividends Declared and Paid
Dividends Declared and Paid | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Dividends Declared and Paid | Dividends Declared and Paid Common Dividends The Company declared total common share dividends of $0.14 per share and distributions on LTIP units of $0.14 per unit for the six months ended June 30, 2024. The Company declared total common share dividends of $0.14 per share and distributions on LTIP units of $0.14 per unit for the six months ended June 30, 2023. The common share dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount March 3/28/2024 4/15/2024 $ 0.07 $ 0.07 June 6/28/2024 7/15/2024 0.07 0.07 Total 2024 $ 0.14 $ 0.14 Record Date Payment Date Common share distribution amount LTIP unit distribution amount March 3/31/2023 4/17/2023 $ 0.07 $ 0.07 June 6/30/2023 7/17/2023 0.07 0.07 Total 2023 $ 0.14 $ 0.14 Preferred Dividends During the six months ended June 30, 2024 and 2023, the Company declared total dividends of $0.82812 and $0.82812, respectively, per share of 6.625% Series A Cumulative Redeemable Preferred Shares. The preferred share dividends were as follows: Record Date Payment Date Dividend per Preferred Share March 3/28/2024 4/15/2024 $ 0.41406 June 6/28/2024 7/15/2024 0.41406 Total 2024 $ 0.82812 Record Date Payment Date Dividend per Preferred Share March 3/31/2023 4/17/2023 $ 0.41406 June 6/30/2023 7/17/2023 0.41406 Total 2023 $ 0.82812 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Common Shares The Company is authorized to issue up to 500,000,000 common shares of beneficial interest, $0.01 par value per share ("common shares"). Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Holders of the Company’s common shares are entitled to receive dividends when authorized by the Company's Board of Trustees. As of June 30, 2024, 48,909,201 common shares were outstanding. In January 2021, the Company established an "at-the-market" equity offering program (the "ATM Program") whereby, from time to time, the Company may publicly offer and sell its common shares having an aggregate offering price of up to $100.0 million by means of ordinary brokers transactions on the New York Stock Exchange (the "NYSE"), in negotiated transactions or in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Cantor Fitzgerald & Co., Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Regions Securities LLC, Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities act as sales agents under the ATM Program. The Company did not issue any shares under the ATM Program during the three and six months ended June 30, 2024. As of June 30, 2024, there was approximately $77.5 million in common shares available for issuance under the ATM Program. In December 2017, the Company established a $50.0 million dividend reinvestment and stock purchase plan (the "DRSPP") which renewed in December 2020 and renewed again in January 2024. Under the DRSPP, shareholders may purchase additional common shares by reinvesting some or all of the cash dividends received on common shares. Shareholders may also make optional cash purchases of the Company's common shares subject to certain limitations detailed in the prospectuses for the DRSPP. During the three months ended June 30, 2024, the Company issued 1,482 common shares under the DRSPP at a weighted average price per share of $9.06, which generated $13 thousand of proceeds. During the six months ended June 30, 2024, the Company issued 2,752 common shares under the DRSPP at a weighted average price of $9.72, which generated $27 thousand of proceeds. As of June 30, 2024, there was approximately $50.0 million in common shares available for issuance under the DRSPP. Preferred Shares The Company is authorized to issue up to 100,000,000 preferred shares of beneficial interest, $0.01 par value per share, in one or more series. On June 30, 2021, the Company issued 4,800,000 6.625% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Series A Preferred Shares”), and received net proceeds of approximately $115.9 million. The Series A Preferred Shares rank senior to common shares with respect to the payment of dividends and distributions of assets in the event of a liquidation, dissolution, or winding up. The Series A Preferred Shares do not have any maturity date and are not subject to mandatory redemptions or sinking fund requirements. The distribution rate is 6.625% per annum of the $25.00 liquidation preference, which is equivalent to $1.65625 per annum per Series A Preferred Share. Distributions on the Series A Preferred Shares are payable quarterly in arrears with the first distribution on the Series A Preferred Shares paid on October 15, 2021. The Company may not redeem the Series A Preferred Shares before June 30, 2026 except in limited circumstances to preserve the Company's status as a REIT for federal income tax purposes and upon the occurrence of a change of control. On and after June 30, 2026, the Company may, at its option, redeem the Series A Preferred Shares, in whole or from time to time in part, by paying $25.00 per share, plus any accrued and unpaid distributions to, but not including, the date of redemption. Upon the occurrence of a change of control, as defined in the Company's declaration of trust, the result of which common shares and the common securities of the acquiring or surviving entity are not listed on the New York Stock Exchange, the NYSE American or NASDAQ, or any successor exchanges, the Company may, at its option, redeem the Series A Preferred Shares in whole or in part within 120 days following the change of control by paying $25.00 per share, plus any accrued and unpaid distributions through the date of redemption. If the Company does not exercise its right to redeem the Series A Preferred Shares upon a change of control, the holders of Series A Preferred Shares have the right to convert some or all of their shares into a number of common shares based on defined formulas subject to share caps. The share cap on each Series A Preferred Share is 3.701 common shares. As of June 30, 2024, 4,800,000 Series A Preferred Shares were issued and outstanding. During the three months ended June 30, 2024, the Company accrued preferred share dividends of approximately $2.0 million. Operating Partnership Units Holders of common units in the Operating Partnership, if and when issued, will have certain redemption rights, which will enable the unit holders to cause the Operating Partnership to redeem their units in exchange for, at the Company’s option, cash per unit equal to the market price per common share at the time of redemption or for common shares on a one-for-one basis. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of share splits, mergers, consolidations or similar pro-rata share transactions, which otherwise would have the effect of diluting the ownership interests of limited partners or shareholders. As of June 30, 2024, there were 1,909,342 vested LTIP units held by current and former employees. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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, have been excluded from the denominator of the diluted earnings per common 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 common share in the future would not be included in the computation of diluted loss per common share, for the periods where a loss has been recorded, because they would have been anti-dilutive for the periods presented. For the three months ended June 30, 2024 and 2023, the Company excluded zero and zero, respectively, of unvested shares and units as their effect would have been anti-dilutive. For the six months ended June 30, 2024 and 2023, the Company excluded 347,788 and zero, respectively, of unvested shares and units as their effect would have been anti-dilutive. The following is a reconciliation of the amounts used in calculating basic and diluted net income per common share (in thousands, except share and per share data): For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income (loss) attributable to common shareholders $ 4,861 $ 7,157 $ (2,354) $ 321 Dividends on unvested shares and units (32) (28) (64) (55) Net income (loss) attributable to common shareholders excluding amounts attributable to unvested shares and units $ 4,829 $ 7,129 $ (2,418) $ 266 Denominator: Weighted average number of common shares - basic 48,900,609 48,846,913 48,896,301 48,842,850 Unvested shares and units 112,921 115,929 — 122,058 Weighted average number of common shares - diluted 49,013,530 48,962,842 48,896,301 48,964,908 Basic income (loss) per common share: Net income (loss) attributable to common shareholders per weighted average basic common share $ 0.10 $ 0.15 $ (0.05) $ 0.01 Diluted income (loss) per common share: Net income (loss) attributable to common shareholders per weighted average diluted common share $ 0.10 $ 0.15 $ (0.05) $ 0.01 |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [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. 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 on May 24, 2022 to increase the maximum number of shares available under the plan by 1,600,000 shares and extend the term of the plan to March 22, 2032. 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 six months ended June 30, 2024 and the year ended December 31, 2023 is as follows: For the six months ended For the year ended June 30, 2024 December 31, 2023 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 5,789 $ 11.78 6,666 $ 11.47 Granted 2,943 10.20 2,457 12.21 Vested (819) 12.21 (3,334) 11.47 Non-vested at end of the period 7,913 $ 11.15 5,789 $ 11.78 As of June 30, 2024 and December 31, 2023, there were $47 thousand and $45 thousand, respectively, of unrecognized compensation costs related to restricted share awards. As of June 30, 2024, these costs were expected to be recognized over a weighted-average period of approximately 2.1 years. For the three months ended June 30, 2024 and 2023, the Company recognized approximately $15 thousand and $12 thousand, respectively, and for the six months ended June 30, 2024 and 2023, the Company recognized approximately $27 thousand and $22 thousand, 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 six months ended June 30, 2024 and the year ended December 31, 2023 is as follows: For the six months ended For the year ended June 30, 2024 December 31, 2023 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 999,955 $ 15.37 905,525 $ 15.03 Granted 512,264 11.18 466,988 14.36 Vested (322,025) 14.03 (372,558) 13.27 Forfeited (28,391) 15.91 — — Non-vested at end of the period 1,161,803 $ 13.88 999,955 $ 15.37 Time-Based LTIP Awards On March 1, 2024, the Company’s Operating Partnership, upon the recommendation of the Compensation Committee, granted 204,909 time-based LTIP unit awards (the “2024 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 2024 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, 2024, the Company's Operating Partnership, upon the recommendation of the Compensation Committee, also granted 307,355 performance-based LTIP unit awards (the "2024 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 total shareholder return ("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 $12.42 per 2024 Performance-Based LTIP Unit Award, which takes into account that the number of units that ultimately may vest will depend on the achievement of long-term market-based TSR criteria. The 2024 Performance-Based LTIP Unit Awards have an absolute negative TSR modifier which may reduce payout percentages if the absolute TSR over the measurement period is negative. The 2024 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, 2024 and ending on February 28, 2027. The 2024 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 55th 100% Maximum 80th 200% 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 2020 Time-Based LTIP Unit Awards 3/1/2020 130,206 $13.05 20% —% 1.06% 2020 Performance-Based LTIP Unit Awards (1) 3/1/2020 195,301 $13.66 20% 8.1% 0.90% 2021 Time-Based LTIP Unit Awards 3/1/2021 132,381 $12.52 78% —% 0.08% 2021 Performance-Based LTIP Unit Awards (2) 3/1/2021 198,564 $15.91 64% 3.4% 0.30% 2022 Time-Based LTIP Unit Awards 3/1/2022 152,004 $12.33 80% —% 1.01% 2022 Performance-Based LTIP Unit Awards 3/1/2022 228,000 $18.58 66% 3.5% 1.44% 2023 Time-Based LTIP Unit Awards 3/1/2023 171,171 $11.11 37% —% 5.11% 2023 Performance-Based LTIP Unit Awards 3/1/2023 256,757 $16.64 69% 3.5% 4.61% 2024 Time-Based LTIP Unit Awards 3/1/2024 204,909 $9.33 35% —% 4.92% 2024 Performance-Based LTIP Unit Awards 3/1/2024 307,355 $12.42 35% 2.6% 4.32% (1) In February 2023, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 234,361 LTIP units vested. (2) In February 2024, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 170,173 LTIP units vested. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company is the lessee under ground, property, air rights, garage and office lease agreements for certain of its properties. The Company's leases are classified as operating or finance leases. The Company recognizes a ROU asset and lease liability at the estimated present value of the minimum lease payments over the lease term. These leases typically provide multi-year renewal options to extend the 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. Lease obligations are based on contractually required cash payments, while lease expense is recognized on a straight-line basis for its operating leases and as interest expense on the lease liability for its finance lease. Operating Leases The Residence Inn Gaslamp hotel property is subject to a ground lease with an expiration date of January 31, 2065 with an extension option by the Company of up to three additional terms of ten years each. Monthly payments are currently approximately $44 thousand per month and increase 10% every five years. The hotel is subject to annual supplemental rent payments calculated as 5% of gross revenues during the applicable lease year, minus 12 times the monthly base rent scheduled for the lease year. The Residence Inn New Rochelle hotel property 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 2024 is approximately $32 thousand per quarter. The Hilton Garden Inn Marina del Rey hotel property is subject to a ground lease with an expiration date of December 31, 2067. Minimum monthly payments are currently approximately $47 thousand 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. On June 1, 2023, the Company executed an amendment to the corporate office lease to vacate and surrender possession of 7,374 rentable square feet in exchange for an early termination payment of $0.1 million. The partial termination of this lease required the Company to apply ASC 842 and remeasure the right of use asset and lease liability and recognize those adjustments in the consolidated statement of operations. The Company shares the space with a related party and is reimbursed for the pro-rata share of rentable space occupied by the related party. In May 2024, the Company signed a new 10-year corporate office lease that will commence when the Company takes possession of the space for leasehold improvements, on or before September 1, 2026. Annual base rent will range from $0.6 million to $0.7 million over the term of the lease. The new office lease will be shared with a related party and the Company will be reimbursed for the pro-rata share of rentable space that will be occupied by the related party. For the six months ended June 30, 2024, the Company made $0.6 million of fixed lease payments and $0.4 million of variable lease payments, which are included in property taxes, ground rent and insurance in our consolidated statement of operations. For the six months ended June 30, 2024, the Company made $0.3 million of fixed lease payments related to its corporate office lease, which is included in general and administrative expense in our consolidated statement of operations. Finance Leases The Home2 Phoenix hotel property is subject to a Government Property Lease Excise Tax ("GPLET") agreement with the City of Phoenix. As part of the agreement, title of the hotel property was conveyed to the City of Phoenix and leased back to the Company for a term of 8 years with fixed annual rent payments ranging from $26 thousand to $81 thousand. Title of the hotel property will be re-conveyed to the Company at no cost at the expiration of the 8-year lease term. The GPLET agreement can be terminated by the lessee at any time for a fee of $0.1 million and title of the hotel property would be re-conveyed back to the Company. The Home2 Phoenix ROU assets are recorded as finance lease assets within Investment in hotel properties, net and the lease liability is recorded within Lease liability in the Company’s consolidated balance sheet. Expenses related to the finance lease are included in depreciation and amortization and interest expense, in the Company’s consolidated statement of operations. The following table includes information regarding the ROU assets and lease liabilities of the Company as of June 30, 2024 and December 31, 2023 (in thousands): Balance Sheet Classification ROU Asset ROU Asset Finance lease assets, net Investment in hotel properties, net $ 43,580 $ — Operating lease assets, net Right of use asset, net 17,849 18,141 Total ROU asset, net $ 61,429 $ 18,141 Balance Sheet Classification Lease Liability Lease Liability Finance lease liability Lease liability $ 273 $ — Operating lease liability Lease liability 20,586 20,808 Total lease liability $ 20,859 $ 20,808 Lease Term and Discount Rate June 30, 2024 Weighted-average remaining lease term (years) 41.6 Weighted-average discount rate 6.90% The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of June 30, 2024, for each of the next five calendar years and thereafter (in thousands): Total Future Lease Payments Amount 2024 (remaining six months) $ 940 2025 1,966 2026 1,768 2027 1,313 2028 1,338 Thereafter 62,510 Total lease payments $ 69,835 Less: Imputed interest (48,976) Present value of lease liabilities $ 20,859 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to various claims, lawsuits and legal proceedings, including routine litigation arising in the ordinary course of business, regarding the operation of its hotels, its managers and other Company matters. While it is not possible to ascertain the ultimate outcome of such matters, the Company believes that the aggregate identifiable amount of such liabilities, if any, will not have a material adverse impact on its financial condition or results of operations. Management Agreements The management agreements with IHM have an initial term of five years and automatically renew for two five-year periods unless IHM provides written notice to us no later than 90 days prior to the then current term’s expiration date of its intent not to renew. The IHM management agreements provide for early termination at the Company’s option upon sale of any IHM-managed hotel for no termination fee, with six months advance notice. The IHM management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels. Base management fees are calculated as a percentage of the hotel's gross room revenue. If certain financial thresholds are met or exceeded, an incentive management fee is calculated as 10% of the hotel's net operating income less fixed costs, base management fees and a specified return threshold. The incentive management fee is capped at 1% of gross hotel revenues for the applicable calculation. Management fees totaled approximately $2.9 million and $2.8 million for the three months ended June 30, 2024 and 2023, respectively, and $5.2 million and $5.1 million for the six months ended June 30, 2024 and 2023, respectively. Franchise Agreements The fees associated with the franchise agreements are calculated as a specified percentage of the hotel's gross room revenue. Franchise and marketing fees totaled approximately $6.9 million and $6.8 million for the three months ended June 30, 2024 and 2023, respectively, and $12.4 million and $12.1 million for the six months ended June 30, 2024 and 2023, respectively. The initial term of the agreements range from 10 to 30 years with the weighted average expiration being May 2034. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of June 30, 2024, Jeffrey H. Fisher, the Company's Chairman, President and Chief Executive Officer, owns 100% of IHM. As of June 30, 2024, the Company had hotel management agreements with IHM to manage all 39 of its hotels. Hotel management, revenue management and accounting fees accrued or paid to IHM for the hotels owned by the Company for the three months ended June 30, 2024 and 2023 were $2.9 million and $2.8 million, respectively, and for the six months ended June 30, 2024 and 2023 were $5.2 million and $5.1 million, respectively. At June 30, 2024 and December 31, 2023, the amounts due to IHM were $0.7 million and $0.4 million, respectively. Cost reimbursements from related parties revenue represent reimbursements of costs incurred on behalf of IHM. These costs relate primarily to office expenses shared with IHM. Various shared office expenses and rent are paid by the Company and allocated to IHM based on the amount of square footage occupied by each entity. 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 are recorded based upon the occurrence of a reimbursed activity. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 2, 2024, the Company borrowed $15.0 million on its unsecured revolving credit facility to repay its maturing mortgage loan on the Hilton Garden Inn Marina del Rey hotel property. On July 5, 2024, the Company repaid the maturing mortgage loan of $18.8 million on the Hilton Garden Inn Marina del Rey hotel property. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ 6,848 | $ 9,144 | $ 1,621 | $ 4,296 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 or sale 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, 2023, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
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 Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures ("ASU 2023-07"). The guidance requires incremental disclosures related to a public entity’s reportable segments. ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. As of June 30, 2024, the Company is currently evaluating the impact of adopting ASU 2023-07 will have on its consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In December 2022, the FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848). ASU 2022-06 amended and deferred the sunset provision in ASU 2020-04 from December 31, 2022 to December 31, 2024. As of June 30, 2024, the Company does not anticipate that this guidance will have a material impact on its consolidated financial statements and related disclosures. |
Investment in Hotel Properties
Investment in Hotel Properties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investment in Hotel Properties | Investment in hotel properties, net as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands): June 30, 2024 December 31, 2023 Land and improvements $ 285,723 $ 289,671 Building and improvements 1,263,089 1,274,970 Furniture, fixtures and equipment 109,683 108,222 Finance lease assets 43,730 — Renovations in progress 12,815 15,138 1,715,040 1,688,001 Less accumulated depreciation and amortization (473,105) (460,368) Investment in hotel properties, net $ 1,241,935 $ 1,227,633 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Mortgage and Revolving Credit Facility Debt | Mortgage, revolving credit facility, and unsecured term loan debt consisted of the following (dollars in thousands): Collateral Interest Rate Maturity Date June 30, 2024 Balance Outstanding on Loan as of June 30, 2024 December 31, Revolving Credit Facility (1) 6.96 % October 28, 2026 $ 689,811 $ 120,000 $ — Unsecured Term Loan (2) 6.91 % October 28, 2025 689,811 140,000 90,000 Residence Inn by Marriott Garden Grove, CA 4.79 % April 6, 2024 — — 29,496 Residence Inn by Marriott Silicon Valley I, CA 4.64 % July 1, 2024 — — 60,134 Residence Inn by Marriott Silicon Valley II, CA 4.64 % July 1, 2024 — — 65,609 Residence Inn by Marriott San Mateo, CA 4.64 % July 1, 2024 — — 45,100 Residence Inn by Marriott Mountain View, CA 4.64 % July 1, 2024 — — 35,171 Hilton Garden Inn Marina del Rey, CA 4.68 % July 6, 2024 38,001 18,759 19,023 Homewood Suites by Hilton Billerica, MA 4.32 % December 6, 2024 10,749 14,314 14,481 Hampton Inn & Suites Houston Medical Center, TX 4.25 % January 6, 2025 13,852 16,150 16,338 Courtyard by Marriott Dallas, TX (3) 7.61 % September 11, 2028 39,889 24,500 24,500 Hyatt Place Pittsburgh, PA (6) 7.29 % June 11, 2029 30,442 23,300 — Residence Inn by Marriott Austin, TX (4) 7.42 % September 6, 2033 34,161 20,850 20,850 TownePlace Suites by Marriott Austin, TX (4) 7.42 % September 6, 2033 30,683 19,075 19,075 Courtyard by Marriott Summerville, SC (5) 7.33 % September 11, 2033 18,534 9,000 9,000 Residence Inn by Marriott Summerville, SC (5) 7.33 % September 11, 2033 17,116 9,500 9,500 SpringHill Suites by Marriott Savannah, GA (7) 6.70 % June 6, 2034 31,635 22,000 27,832 Hampton Inn & Suites Exeter, NH (7) 6.70 % June 11, 2034 12,318 15,000 — Total debt before unamortized debt issue costs $ 967,191 $ 452,448 $ 486,109 Unamortized term loan and mortgage debt issue costs (2,658) (2,032) Total debt outstanding $ 449,790 $ 484,077 1. The interest rate for the revolving credit facility is variable and based on one-month term secured overnight financing rate (" SOFR 2. The interest rate for the unsecured term loan is variable and based on one-month term SOFR plus a spread of 1.45% to 2.20% based on the Company's leverage and a credit spread adjustment of 0.10%. 3. On August 30, 2023, a subsidiary of Chatham entered into an agreement with Wells Fargo Bank to obtain a $24.5 million loan secured by the Courtyard by Marriott Dallas Downtown. The loan has a term of five years, carries a fixed interest rate of 7.61%, and is interest-only for its duration. 4. On August 16, 2023, two subsidiaries of Chatham entered into two agreements with Barclays Capital Real Estate to obtain a $20.9 million loan and a $19.1 million loan secured by the Residence Inn by Marriott Austin and the TownePlace Suites by Marriott Austin, respectively. Each loan has a term of ten years, carries a fixed interest rate of 7.42%, and is interest-only for the first five years before amortizing based upon a 30-year amortization schedule. 5. On August 31, 2023, two subsidiaries of Chatham entered into two agreements with Wells Fargo Bank to obtain a $9.0 million loan and a $9.5 million loan secured by the Courtyard by Marriott Summerville and the Residence Inn by Marriott Summerville, respectively. Each loan has a term of ten years, carries a fixed interest rate of 7.33%, and is interest-only for its duration. 6. On May 31, 2024, a subsidiary of Chatham entered into an agreement with Wells Fargo Bank to obtain a $23.3 million loan secured by the Hyatt Place Pittsburgh. The loan has a term of five years, carries a fixed interest rate of 7.29%, and is interest-only for its duration. 7. On June 6, 2024, two subsidiaries of Chatham entered into two agreements with Barclays Capital Real Estate and Wells Fargo Bank to obtain a $22.0 million loan secured by the SpringHill Suites Savannah and a $15.0 million loan secured by the Hampton Inn & Suites Exeter. Each loan has a term of ten years, carries a fixed interest rate of 6.70%, and is interest-only for its duration. |
Schedule of Future Scheduled Principal Payments of Debt Obligations | Future scheduled principal payments of debt obligations as of June 30, 2024, for the current year and each of the next five calendar years and thereafter are as follows (in thousands): Amount 2024 (remaining six months) $ 33,248 2025 155,975 2026 120,000 2027 — 2028 24,590 Thereafter 118,635 Total debt before unamortized debt issue costs $ 452,448 Unamortized term loan and mortgage debt issue costs (2,658) Total debt outstanding $ 449,790 |
Dividends Declared and Paid (Ta
Dividends Declared and Paid (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Dividends and Preferred Dividends | The common share dividends and distributions were as follows: Record Date Payment Date Common share distribution amount LTIP unit distribution amount March 3/28/2024 4/15/2024 $ 0.07 $ 0.07 June 6/28/2024 7/15/2024 0.07 0.07 Total 2024 $ 0.14 $ 0.14 Record Date Payment Date Common share distribution amount LTIP unit distribution amount March 3/31/2023 4/17/2023 $ 0.07 $ 0.07 June 6/30/2023 7/17/2023 0.07 0.07 Total 2023 $ 0.14 $ 0.14 Record Date Payment Date Dividend per Preferred Share March 3/28/2024 4/15/2024 $ 0.41406 June 6/28/2024 7/15/2024 0.41406 Total 2024 $ 0.82812 Record Date Payment Date Dividend per Preferred Share March 3/31/2023 4/17/2023 $ 0.41406 June 6/30/2023 7/17/2023 0.41406 Total 2023 $ 0.82812 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of 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 common share (in thousands, except share and per share data): For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income (loss) attributable to common shareholders $ 4,861 $ 7,157 $ (2,354) $ 321 Dividends on unvested shares and units (32) (28) (64) (55) Net income (loss) attributable to common shareholders excluding amounts attributable to unvested shares and units $ 4,829 $ 7,129 $ (2,418) $ 266 Denominator: Weighted average number of common shares - basic 48,900,609 48,846,913 48,896,301 48,842,850 Unvested shares and units 112,921 115,929 — 122,058 Weighted average number of common shares - diluted 49,013,530 48,962,842 48,896,301 48,964,908 Basic income (loss) per common share: Net income (loss) attributable to common shareholders per weighted average basic common share $ 0.10 $ 0.15 $ (0.05) $ 0.01 Diluted income (loss) per common share: Net income (loss) attributable to common shareholders per weighted average diluted common share $ 0.10 $ 0.15 $ (0.05) $ 0.01 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Share Awards | A summary of the Company’s restricted share awards for the six months ended June 30, 2024 and the year ended December 31, 2023 is as follows: For the six months ended For the year ended June 30, 2024 December 31, 2023 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 5,789 $ 11.78 6,666 $ 11.47 Granted 2,943 10.20 2,457 12.21 Vested (819) 12.21 (3,334) 11.47 Non-vested at end of the period 7,913 $ 11.15 5,789 $ 11.78 |
Schedule of Long Term Incentive Unit Awards | A summary of the Company's LTIP unit awards for the six months ended June 30, 2024 and the year ended December 31, 2023 is as follows: For the six months ended For the year ended June 30, 2024 December 31, 2023 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 999,955 $ 15.37 905,525 $ 15.03 Granted 512,264 11.18 466,988 14.36 Vested (322,025) 14.03 (372,558) 13.27 Forfeited (28,391) 15.91 — — Non-vested at end of the period 1,161,803 $ 13.88 999,955 $ 15.37 |
Schedule of Performance-Based Long-Term Incentive Plan Payout Unit Awards | The 2024 Performance-Based LTIP Unit Awards, if earned, will be paid out between 50% and 200% of target value as follows: Relative TSR Hurdles (Percentile) Payout Percentage Threshold 25th 50% Target 55th 100% Maximum 80th 200% |
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 2020 Time-Based LTIP Unit Awards 3/1/2020 130,206 $13.05 20% —% 1.06% 2020 Performance-Based LTIP Unit Awards (1) 3/1/2020 195,301 $13.66 20% 8.1% 0.90% 2021 Time-Based LTIP Unit Awards 3/1/2021 132,381 $12.52 78% —% 0.08% 2021 Performance-Based LTIP Unit Awards (2) 3/1/2021 198,564 $15.91 64% 3.4% 0.30% 2022 Time-Based LTIP Unit Awards 3/1/2022 152,004 $12.33 80% —% 1.01% 2022 Performance-Based LTIP Unit Awards 3/1/2022 228,000 $18.58 66% 3.5% 1.44% 2023 Time-Based LTIP Unit Awards 3/1/2023 171,171 $11.11 37% —% 5.11% 2023 Performance-Based LTIP Unit Awards 3/1/2023 256,757 $16.64 69% 3.5% 4.61% 2024 Time-Based LTIP Unit Awards 3/1/2024 204,909 $9.33 35% —% 4.92% 2024 Performance-Based LTIP Unit Awards 3/1/2024 307,355 $12.42 35% 2.6% 4.32% (1) In February 2023, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 234,361 LTIP units vested. (2) In February 2024, following the end of the measurement period, the Company’s TSR met certain criteria and based on the Company’s TSR over the measurement period, 170,173 LTIP units vested. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Right of Use Asset and Liability | The following table includes information regarding the ROU assets and lease liabilities of the Company as of June 30, 2024 and December 31, 2023 (in thousands): Balance Sheet Classification ROU Asset ROU Asset Finance lease assets, net Investment in hotel properties, net $ 43,580 $ — Operating lease assets, net Right of use asset, net 17,849 18,141 Total ROU asset, net $ 61,429 $ 18,141 Balance Sheet Classification Lease Liability Lease Liability Finance lease liability Lease liability $ 273 $ — Operating lease liability Lease liability 20,586 20,808 Total lease liability $ 20,859 $ 20,808 |
Schedule of Lease Cost | Lease Term and Discount Rate June 30, 2024 Weighted-average remaining lease term (years) 41.6 Weighted-average discount rate 6.90% |
Schedule of Operating Lease Maturity | The following table includes information regarding the Company's total minimum lease payments for which it is the lessee, as of June 30, 2024, for each of the next five calendar years and thereafter (in thousands): Total Future Lease Payments Amount 2024 (remaining six months) $ 940 2025 1,966 2026 1,768 2027 1,313 2028 1,338 Thereafter 62,510 Total lease payments $ 69,835 Less: Imputed interest (48,976) Present value of lease liabilities $ 20,859 |
Organization (Details)
Organization (Details) | 6 Months Ended |
Jun. 30, 2024 hotel state room | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate number of rooms in hotels | room | 5,883 |
Number of states in which hotels are owned | state | 17 |
Island Hospitality Management Inc. | Related Party | |
Subsidiary, Sale of Stock [Line Items] | |
Number of hotels managed by related party | hotel | 39 |
Ownership percentage in related party owned by the company's chairman | 100% |
Operating Partnership | |
Subsidiary, Sale of Stock [Line Items] | |
Percentage of common units of limited partnership owned | 100% |
Acquisition of Hotel Properti_2
Acquisition of Hotel Properties (Details) - USD ($) $ in Thousands | May 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Right of use asset, net | $ 17,849 | $ 18,141 | |
Home2 Suites Phoenix Downtown ("Home2 Phoenix") | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 43,300 | ||
Right of use asset, net | 300 | ||
Business Combination, Acquisition Related Costs | $ 100 |
Disposition of Hotel Properti_2
Disposition of Hotel Properties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 09, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on sale of hotel properties | $ (12) | $ (55) | $ 140 | $ (55) | |
Disposal group, disposed of by sale, not discontinued operations | Hilton Garden Inn Denver Tech Center | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Amount sold in disposition | $ 18,000 | ||||
Loss on sale of hotel properties | $ 100 |
Investment in Hotel Propertie_2
Investment in Hotel Properties (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investments, All Other Investments [Abstract] | ||
Land and improvements | $ 285,723 | $ 289,671 |
Building and improvements | 1,263,089 | 1,274,970 |
Furniture, fixtures and equipment | 109,683 | 108,222 |
Finance lease assets | 43,730 | 0 |
Renovations in progress | 12,815 | 15,138 |
Investment in hotel properties, at cost | 1,715,040 | 1,688,001 |
Less accumulated depreciation and amortization | (473,105) | (460,368) |
Investment in hotel properties, net | $ 1,241,935 | $ 1,227,633 |
Debt - Schedule of Components o
Debt - Schedule of Components of Mortgage and Revolving Credit Facility Debt (Details) $ in Thousands | 6 Months Ended | ||||||
Jun. 06, 2024 USD ($) subsidiary agreement | May 31, 2024 USD ($) | Aug. 31, 2023 USD ($) agreement subsidiary | Aug. 30, 2023 USD ($) | Aug. 16, 2023 USD ($) subsidiary agreement | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Participating Mortgage Loans [Line Items] | |||||||
Property Carrying Value | $ 967,191 | ||||||
Total debt before unamortized debt issue costs | 452,448 | $ 486,109 | |||||
Unamortized term loan and mortgage debt issue costs | (2,658) | (2,032) | |||||
Total debt outstanding | $ 449,790 | 484,077 | |||||
Barclays Capital Real Estate and Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Number of subsidiaries | subsidiary | 2 | ||||||
Number of agreements | agreement | 2 | ||||||
Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Term of debt | 5 years | ||||||
Number of subsidiaries | subsidiary | 2 | ||||||
Number of agreements | agreement | 2 | ||||||
Barclays Capital Real Estate | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Number of subsidiaries | subsidiary | 2 | ||||||
Number of agreements | agreement | 2 | ||||||
Revolving Credit Facility | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.96% | ||||||
Property Carrying Value | $ 689,811 | ||||||
Total debt before unamortized debt issue costs | $ 120,000 | 0 | |||||
Revolving Credit Facility | Revolving Credit Facility | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Debt Instrument, Variable Interest Rate, Type | Secured Overnight Financing Rate (SOFR) [Member] | ||||||
Revolving Credit Facility | Minimum | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Revolving Credit Facility | Maximum | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
Unsecured Term Loan | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.91% | ||||||
Property Carrying Value | $ 689,811 | ||||||
Total debt before unamortized debt issue costs | $ 140,000 | 90,000 | |||||
Unsecured Term Loan | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 0.10% | ||||||
Unsecured Term Loan | Minimum | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 1.45% | ||||||
Unsecured Term Loan | Maximum | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 2.20% | ||||||
Residence Inn by Marriott Garden Grove, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.79% | ||||||
Property Carrying Value | $ 0 | ||||||
Total debt before unamortized debt issue costs | $ 0 | 29,496 | |||||
Residence Inn by Marriott Silicon Valley I, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.64% | ||||||
Property Carrying Value | $ 0 | ||||||
Total debt before unamortized debt issue costs | $ 0 | 60,134 | |||||
Residence Inn by Marriott Silicon Valley II, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.64% | ||||||
Property Carrying Value | $ 0 | ||||||
Total debt before unamortized debt issue costs | $ 0 | 65,609 | |||||
Residence Inn by Marriott San Mateo, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.64% | ||||||
Property Carrying Value | $ 0 | ||||||
Total debt before unamortized debt issue costs | $ 0 | 45,100 | |||||
Residence Inn by Marriott Mountain View, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.64% | ||||||
Property Carrying Value | $ 0 | ||||||
Total debt before unamortized debt issue costs | $ 0 | 35,171 | |||||
Hilton Garden Inn Marina del Rey, CA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.68% | ||||||
Property Carrying Value | $ 38,001 | ||||||
Total debt before unamortized debt issue costs | $ 18,759 | 19,023 | |||||
Homewood Suites by Hilton Billerica, MA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.32% | ||||||
Property Carrying Value | $ 10,749 | ||||||
Total debt before unamortized debt issue costs | $ 14,314 | 14,481 | |||||
Hampton Inn & Suites Houston Medical Center, TX | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 4.25% | ||||||
Property Carrying Value | $ 13,852 | ||||||
Total debt before unamortized debt issue costs | $ 16,150 | 16,338 | |||||
Courtyard by Marriott Dallas, TX | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.61% | ||||||
Property Carrying Value | $ 39,889 | ||||||
Total debt before unamortized debt issue costs | $ 24,500 | 24,500 | |||||
Courtyard by Marriott Dallas, TX | Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.61% | ||||||
Total debt before unamortized debt issue costs | $ 24,500 | ||||||
Hyatt Place Pittsburgh, PA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.29% | ||||||
Property Carrying Value | $ 30,442 | ||||||
Total debt before unamortized debt issue costs | $ 23,300 | 0 | |||||
Hyatt Place Pittsburgh, PA | Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.29% | ||||||
Total debt before unamortized debt issue costs | $ 23,300 | ||||||
Term of debt | 5 years | ||||||
Residence Inn by Marriott Austin, TX | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.42% | ||||||
Property Carrying Value | $ 34,161 | ||||||
Total debt before unamortized debt issue costs | $ 20,850 | 20,850 | |||||
Residence Inn by Marriott Austin, TX | Barclays Capital Real Estate | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.42% | ||||||
Total debt before unamortized debt issue costs | $ 20,900 | ||||||
Term of debt | 10 years | ||||||
Debt instrument, period of interest | 5 years | ||||||
Amortization period | 30 years | ||||||
TownePlace Suites by Marriott Austin, TX | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.42% | ||||||
Property Carrying Value | $ 30,683 | ||||||
Total debt before unamortized debt issue costs | $ 19,075 | 19,075 | |||||
TownePlace Suites by Marriott Austin, TX | Barclays Capital Real Estate | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.42% | ||||||
Total debt before unamortized debt issue costs | $ 19,100 | ||||||
Term of debt | 10 years | ||||||
Debt instrument, period of interest | 5 years | ||||||
Amortization period | 30 years | ||||||
Courtyard by Marriott Summerville, SC | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.33% | ||||||
Property Carrying Value | $ 18,534 | ||||||
Total debt before unamortized debt issue costs | $ 9,000 | 9,000 | |||||
Courtyard by Marriott Summerville, SC | Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.33% | ||||||
Total debt before unamortized debt issue costs | $ 9,000 | ||||||
Term of debt | 10 years | ||||||
Residence Inn by Marriott Summerville, SC | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.33% | ||||||
Property Carrying Value | $ 17,116 | ||||||
Total debt before unamortized debt issue costs | $ 9,500 | 9,500 | |||||
Residence Inn by Marriott Summerville, SC | Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 7.33% | ||||||
Total debt before unamortized debt issue costs | $ 9,500 | ||||||
Term of debt | 10 years | ||||||
SpringHill Suites by Marriott Savannah, GA | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.70% | ||||||
Property Carrying Value | $ 31,635 | ||||||
Total debt before unamortized debt issue costs | $ 22,000 | 27,832 | |||||
SpringHill Suites by Marriott Savannah, GA | Barclays Capital Real Estate and Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.70% | ||||||
Total debt before unamortized debt issue costs | $ 22,000 | ||||||
Term of debt | 10 years | ||||||
Hampton Inn & Suites Exeter, NH | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.70% | ||||||
Property Carrying Value | $ 12,318 | ||||||
Total debt before unamortized debt issue costs | $ 15,000 | $ 0 | |||||
Hampton Inn & Suites Exeter, NH | Barclays Capital Real Estate and Wells Fargo Bank | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Interest Rate | 6.70% | ||||||
Total debt before unamortized debt issue costs | $ 15,000 | ||||||
Term of debt | 10 years | ||||||
Delayed Draw Term Loan | Revolving Credit Facility | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Debt Instrument, Variable Interest Rate, Type | Secured Overnight Financing Rate (SOFR) [Member] | ||||||
Delayed Draw Term Loan | Revolving Credit Facility | Variable Rate Component One | |||||||
Participating Mortgage Loans [Line Items] | |||||||
Basis spread on variable rate | 0.10% |
Debt - Additional Information (
Debt - Additional Information (Details) | 6 Months Ended | 12 Months Ended | |||
Dec. 19, 2022 USD ($) | Oct. 28, 2022 USD ($) extension_option | Jun. 30, 2024 USD ($) mortgage_debt_lender | Dec. 31, 2023 USD ($) mortgage_loan | May 04, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | $ 452,448,000 | $ 486,109,000 | |||
Number of mortgage loans | mortgage_loan | 8 | ||||
Number of mortgage debt lenders enforcing cash trap provisions | mortgage_debt_lender | 1 | ||||
Restricted cash | $ 400,000 | ||||
Construction loan | Variable Rate Component One | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Variable Interest Rate, Type | London Interbank Offered Rate (LIBOR) 1 [Member] | ||||
Basis spread on variable rate | 3.50% | ||||
Fixed Rate Debt | |||||
Debt Instrument [Line Items] | |||||
Estimated fair value of debt | $ 198,700,000 | $ 396,000,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Number of extension options | extension_option | 2 | ||||
Total debt before unamortized debt issue costs | 120,000,000 | 0 | |||
Estimated fair value of debt | 260,000,000 | 90,000,000 | |||
Unsecured Term Loan | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 140,000,000 | 90,000,000 | |||
Residence Inn by Marriott Garden Grove, CA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 0 | 29,496,000 | |||
Repayments of debt | 29,300,000 | ||||
Residence Inn Mountain View | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 34,900,000 | ||||
SpringHill Suites by Marriott Savannah, GA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 22,000,000 | 27,832,000 | |||
Repayments of debt | 27,600,000 | ||||
Residence Inn by Marriott Silicon Valley I, CA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 0 | 60,134,000 | |||
Repayments of debt | 59,500,000 | ||||
Residence Inn by Marriott Silicon Valley II, CA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 0 | 65,609,000 | |||
Repayments of debt | 65,000,000 | ||||
Residence Inn by Marriott San Mateo, CA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | 0 | 45,100,000 | |||
Repayments of debt | 44,700,000 | ||||
Construction loan | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 39,300,000 | ||||
Homewood Suites by Hilton San Antonio, TX | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 14,400,000 | ||||
Residence Inn Tysons Hotel Property | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 19,700,000 | ||||
Courtyard by Marriott Houston, TX | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | 16,000,000 | ||||
Hyatt Place Pittsburgh, PA | |||||
Debt Instrument [Line Items] | |||||
Total debt before unamortized debt issue costs | $ 23,300,000 | 0 | |||
Repayments of debt | 19,700,000 | ||||
Residence Inn by Marriott Bellevue, WA | |||||
Debt Instrument [Line Items] | |||||
Repayments of debt | $ 40,500,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 260,000,000 | ||||
Revolving Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 215,000,000 | ||||
Period of extension options | 6 months | ||||
Increasing commitments amount | $ 45,000,000 | ||||
Debt Instrument, Variable Interest Rate, Type | Secured Overnight Financing Rate (SOFR) [Member] | ||||
Revolving Credit Facility | Revolving Credit Facility | Variable Rate Component One | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Revolving Credit Facility | Revolving Credit Facility | Variable Rate Component One | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Revolving Credit Facility | Delayed Draw Term Loan | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 90,000,000 | $ 140,000,000 | |||
Number of extension options | extension_option | 2 | ||||
Period of extension options | 1 year | ||||
Debt Instrument, Variable Interest Rate, Type | Secured Overnight Financing Rate (SOFR) [Member] | ||||
Revolving Credit Facility | Delayed Draw Term Loan | Variable Rate Component One | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Revolving Credit Facility | Unsecured Term Loan | Variable Rate Component One | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.10% | ||||
Revolving Credit Facility | Unsecured Term Loan | Variable Rate Component One | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.45% | ||||
Revolving Credit Facility | Unsecured Term Loan | Variable Rate Component One | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.20% |
Debt - Schedule of Future Sched
Debt - Schedule of Future Scheduled Principal Payments of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remaining six months) | $ 33,248 | |
2025 | 155,975 | |
2026 | 120,000 | |
2027 | 0 | |
2028 | 24,590 | |
Thereafter | 118,635 | |
Total debt before unamortized debt issue costs | 452,448 | $ 486,109 |
Unamortized term loan and mortgage debt issue costs | (2,658) | (2,032) |
Total debt outstanding | $ 449,790 | $ 484,077 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Contingency [Line Items] | ||||
Tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
TRS | ||||
Income Tax Contingency [Line Items] | ||||
Percentage of voting interests of gross deferred tax asset | 100% |
Dividends Declared and Paid - C
Dividends Declared and Paid - Common Dividends (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 28, 2024 | Mar. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Equity [Abstract] | |||||||||
Total common share dividends declared (in dollars per shares) | $ 0.14 | $ 0.14 | |||||||
Distributions declared on LTIP units (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 | $ 0.14 |
Dividends Declared and Paid - S
Dividends Declared and Paid - Schedule of Common Dividends (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 28, 2024 | Mar. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Equity [Abstract] | |||||||||
Distributions declared per common share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 | $ 0.14 |
Distributions declared on LTIP units (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.07 | $ 0.14 | $ 0.14 | $ 0.14 |
Dividends Declared and Paid - P
Dividends Declared and Paid - Preferred Dividends (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||||
Jun. 28, 2024 | Mar. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.41406 | $ 0.41406 | $ 0.41406 | $ 0.41406 | $ 0.82812 | $ 0.82812 | ||
Series A Preferred Shares | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.82812 | $ 0.82812 | ||||||
Preferred stock distribution rate | 6.625% | 6.625% | 6.625% |
Dividends Declared and Paid -_2
Dividends Declared and Paid - Schedule of Preferred Dividends (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 28, 2024 | Mar. 28, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0.41406 | $ 0.41406 | $ 0.41406 | $ 0.41406 | $ 0.82812 | $ 0.82812 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 USD ($) $ / shares shares | Jan. 31, 2021 USD ($) | Dec. 31, 2017 USD ($) | Jun. 30, 2024 USD ($) vote $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) vote $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Number of votes per common share | vote | 1 | 1 | ||||||
Common shares, shares outstanding (in shares) | 48,909,201 | 48,909,201 | 48,859,836 | |||||
Proceeds from issuance of common shares | $ | $ 27,000 | $ 31,000 | ||||||
Preferred shares, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred shares, shares issued (in shares) | 4,800,000 | 4,800,000 | 4,800,000 | |||||
Preferred shares, shares outstanding (in shares) | 4,800,000 | 4,800,000 | 4,800,000 | |||||
Preferred dividends | $ | $ 1,987,000 | $ 1,987,000 | $ 3,975,000 | $ 3,975,000 | ||||
Stock redemption, exchange ratio | 1 | |||||||
Vested operating partnership units held by current and former employees (in shares) | 1,909,342,000 | 1,909,342,000 | ||||||
ATM Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Stock purchase plan, authorized amount | $ | $ 100,000,000 | |||||||
Stock purchase plan, remaining authorized repurchase amount | $ | $ 77,500,000 | $ 77,500,000 | ||||||
DRSPP Plan | ||||||||
Class of Stock [Line Items] | ||||||||
Stock purchase plan, authorized amount | $ | $ 50,000,000 | |||||||
Stock purchase plan, remaining authorized repurchase amount | $ | $ 50,000,000 | $ 50,000,000 | ||||||
Shares issued (in shares) | 1,482 | 2,752 | ||||||
Stock purchase plan, average price per share (in dollars per share) | $ / shares | $ 9.06 | $ 9.72 | ||||||
Proceeds from issuance of common shares | $ | $ 13,000 | $ 27,000 | ||||||
Series A Preferred Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred shares, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Preferred shares, shares issued (in shares) | 4,800,000 | |||||||
Preferred stock distribution rate | 6.625% | 6.625% | 6.625% | |||||
Proceeds from issuance of preferred shares | $ | $ 115,900,000 | |||||||
Liquidation preference per share (in dollars per share) | $ / shares | $ 25 | |||||||
Liquidation preference per share per annum (in dollars per share) | $ / shares | $ 1.65625 | |||||||
Change of control, redemption option, period following change of control | 120 days | |||||||
Share cap (in shares) | 3.701 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 0 | 0 | 347,788 | 0 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Amounts Used in Calculating Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income (loss) attributable to common shareholders | $ 4,861 | $ 7,157 | $ (2,354) | $ 321 |
Dividends on unvested shares and units | (32) | (28) | (64) | (55) |
Net income (loss) attributable to common shareholders excluding amounts attributable to unvested shares and units | $ 4,829 | $ 7,129 | $ (2,418) | $ 266 |
Denominator: | ||||
Weighted average number of common shares - basic (in shares) | 48,900,609 | 48,846,913 | 48,896,301 | 48,842,850 |
Unvested shares and units (in shares) | 112,921 | 115,929 | 0 | 122,058 |
Weighted average number of common shares - diluted (in shares) | 49,013,530 | 48,962,842 | 48,896,301 | 48,964,908 |
Basic income (loss) per common share: | ||||
Net income (loss) attributable to common shareholders per weighted average basic common share (in dollars per share) | $ 0.10 | $ 0.15 | $ (0.05) | $ 0.01 |
Diluted income (loss) per common share: | ||||
Net income (loss) attributable to common shareholders per weighted average diluted common share (in dollars per share) | $ 0.10 | $ 0.15 | $ (0.05) | $ 0.01 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Mar. 01, 2024 $ / shares shares | Mar. 01, 2023 shares | Mar. 01, 2022 shares | Mar. 01, 2021 shares | Mar. 01, 2020 shares | Jan. 31, 2024 shares | Jan. 31, 2023 shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | May 24, 2022 shares | |
Independent Trustees | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common share issued as compensation for services performed (in shares) | 43,670 | 43,378 | |||||||||||
Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized (in shares) | 1,600,000 | ||||||||||||
Common shares available for issuance (in shares) | 722,380 | 722,380 | |||||||||||
Equity Incentive Plan | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period for share awards under equity | 3 years | ||||||||||||
Equity Incentive Plan | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period for share awards under equity | 5 years | ||||||||||||
Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unrecognized compensation costs | $ | $ 47 | $ 47 | $ 45 | ||||||||||
Weighted-average period for recognition of unrecognized compensation costs | 2 years 1 month 6 days | ||||||||||||
Compensation expense, recognized | $ | 15 | $ 12 | $ 27 | $ 22 | |||||||||
Granted (in shares) | 2,943 | 2,457 | |||||||||||
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 1 month 6 days | ||||||||||||
Compensation expense, recognized | $ | 1,500 | $ 1,400 | $ 3,000 | $ 2,700 | |||||||||
Exchange ratio | 1 | ||||||||||||
Granted (in shares) | 512,264 | 466,988 | |||||||||||
Total unrecognized compensation cost related to LTIP Units | $ | $ 9,900 | $ 9,900 | $ 7,100 | ||||||||||
Time-Based LTIP Unit Awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 204,909 | 171,171 | 152,004 | 132,381 | 130,206 | ||||||||
Time-Based LTIP Unit Awards | Awarded March 1, 2021 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 204,909 | ||||||||||||
Performance-Based LTIP Unit Awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 307,355 | 256,757 | 228,000 | 198,564 | 195,301 | ||||||||
Performance-Based LTIP Unit Awards | Awarded March 1, 2021 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Granted (in shares) | 307,355 | ||||||||||||
Grants in period, intrinsic value, amount per share (in dollars per share) | $ / shares | $ 12.42 | ||||||||||||
Performance-Based LTIP Unit Awards | Awarded March 1, 2021 | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of units paid out | 50% | ||||||||||||
Performance-Based LTIP Unit Awards | Awarded March 1, 2021 | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Percentage of units paid out | 200% |
Equity Incentive Plan - Schedul
Equity Incentive Plan - Schedule of Restricted Share Awards (Details) - Restricted Stock - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Nonvested at beginning of the period (in shares) | 5,789 | 6,666 |
Granted (in shares) | 2,943 | 2,457 |
Vested (in shares) | (819) | (3,334) |
Nonvested at end of the period (in shares) | 7,913 | 5,789 |
Weighted-Average Grant Date Fair Value | ||
Nonvested at beginning of the period (in dollars per share) | $ 11.78 | $ 11.47 |
Granted (in dollars per share) | 10.20 | 12.21 |
Vested (in dollars per share) | 12.21 | 11.47 |
Nonvested at end of the period (in dollars per share) | $ 11.15 | $ 11.78 |
Equity Incentive Plan - Sched_2
Equity Incentive Plan - Schedule of LTIP Unit Awards (Details) - Long Term Incentive Plan Units - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Number of Units | ||||
Nonvested at beginning of the period (in shares) | 999,955 | 905,525 | ||
Granted (in shares) | 512,264 | 466,988 | ||
Vested (in shares) | (170,173) | (234,361) | (322,025) | (372,558) |
Forfeited (in shares) | (28,391) | 0 | ||
Nonvested at end of the period (in shares) | 1,161,803 | 999,955 | ||
Weighted-Average Grant Date Fair Value | ||||
Nonvested at beginning of the period (in dollars per share) | $ 15.37 | $ 15.03 | ||
Granted (in dollars per share) | 11.18 | 14.36 | ||
Vested (in dollars per share) | 14.03 | 13.27 | ||
Forfeited (in dollars per share) | 15.91 | 0 | ||
Nonvested at end of the period (in dollars per share) | $ 13.88 | $ 15.37 |
Equity Incentive Plan - Sched_3
Equity Incentive Plan - Schedule of Performance-Based Long-Term Incentive Plan Payout Awards (Details) | Mar. 01, 2024 |
Relative TSR Hurdles (Percentile) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 25% |
Target (in percentage) | 55% |
Maximum (in percentage) | 80% |
Payout Percentage | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold (in percentage) | 50% |
Target (in percentage) | 100% |
Maximum (in percentage) | 200% |
Equity Incentive Plan - Sched_4
Equity Incentive Plan - Schedule of Share-based Payment Award, Valuation Assumptions (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 01, 2024 | Mar. 01, 2023 | Mar. 01, 2022 | Mar. 01, 2021 | Mar. 01, 2020 | Feb. 29, 2024 | Feb. 28, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Time-Based LTIP Unit Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Units Granted (in shares) | 204,909 | 171,171 | 152,004 | 132,381 | 130,206 | |||||
Estimate Value Per Unit (in dollars per share) | $ 9.33 | $ 11.11 | $ 12.33 | $ 12.52 | $ 13.05 | |||||
Volatility | 35% | 37% | 80% | 78% | 20% | |||||
Dividend Yield | 0% | 0% | 0% | 0% | 0% | |||||
Risk Free Interest Rate | 4.92% | 5.11% | 1.01% | 0.08% | 1.06% | |||||
Performance-Based LTIP Unit Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Units Granted (in shares) | 307,355 | 256,757 | 228,000 | 198,564 | 195,301 | |||||
Estimate Value Per Unit (in dollars per share) | $ 12.42 | $ 16.64 | $ 18.58 | $ 15.91 | $ 13.66 | |||||
Volatility | 35% | 69% | 66% | 64% | 20% | |||||
Dividend Yield | 2.60% | 3.50% | 3.50% | 3.40% | 8.10% | |||||
Risk Free Interest Rate | 4.32% | 4.61% | 1.44% | 0.30% | 0.90% | |||||
Long Term Incentive Plan Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of Units Granted (in shares) | 512,264 | 466,988 | ||||||||
Estimate Value Per Unit (in dollars per share) | $ 13.88 | $ 15.37 | $ 15.03 | |||||||
Vested (in shares) | 170,173 | 234,361 | 322,025 | 372,558 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 01, 2023 USD ($) ft² | May 31, 2024 USD ($) | Jun. 30, 2024 USD ($) term parking_space | |
Lessee, Lease, Description [Line Items] | |||
Operating leases, term of contract | 10 years | ||
Net rentable area | ft² | 7,374 | ||
Early termination payment | $ 100 | ||
Finance lease, term of contract | 8 years | ||
Lease Termination Fee | $ 100 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, annual base rent | $ 600 | ||
Fixed annual rent payments | 26 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, annual base rent | $ 700 | ||
Fixed annual rent payments | $ 81 | ||
Ground Leases | Residence Inn San Diego Gaslamp | |||
Lessee, Lease, Description [Line Items] | |||
Number of additional terms | term | 3 | ||
Periods in each additional renewal term | 10 years | ||
Operating leases, monthly payment | $ 44 | ||
Operating lease, periodic increase, percentage | 10% | ||
Periodic increase in monthly payment | 5 years | ||
Operating lease, annual supplemental rent, percentage of gross revenues (equal to) | 5% | ||
Operating lease, annual supplemental rent subtraction, base rent multiplier | 12 | ||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, monthly payment | $ 47 | ||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, periodic increase, percentage | 5% | ||
Ground Leases | Hilton Garden Inn Marina del Rey, CA | Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, periodic increase, percentage | 25% | ||
Air Rights Lease And Garage Lease | Residence Inn By Marriott New Rochelle, NY | |||
Lessee, Lease, Description [Line Items] | |||
Number of parking spaces occupied by hotel | parking_space | 128 | ||
Quarterly rent | $ 32 | ||
Hotel Ground Lease | |||
Lessee, Lease, Description [Line Items] | |||
Fixed lease payments | 600 | ||
Variable lease, payment | $ 400 | ||
Office Lease | |||
Lessee, Lease, Description [Line Items] | |||
Periods in each additional renewal term | 5 years | ||
Operating leases, term of contract | 11 years | ||
Operating leases, abatement term of contract | 12 months | ||
Maximum additional terms up to which ground lease can be extended (up to) | term | 2 | ||
Fixed lease payments | $ 300 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Asset and Lease Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Finance lease assets, net | $ 43,580 | $ 0 |
Right of use asset, net | 17,849 | 18,141 |
Total ROU asset, net | 61,429 | 18,141 |
Lease liability | 273 | 0 |
Lease liability | 20,586 | 20,808 |
Total lease liability | $ 20,859 | $ 20,808 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) | Jun. 30, 2024 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) | 41 years 7 months 6 days |
Weighted-average discount rate | 6.90% |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining six months) | $ 940 | |
2025 | 1,966 | |
2026 | 1,768 | |
2027 | 1,313 | |
2028 | 1,338 | |
Thereafter | 62,510 | |
Total lease payments | 69,835 | |
Less: Imputed interest | (48,976) | |
Present value of lease liabilities | $ 20,859 | $ 20,808 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) renewal_period | Jun. 30, 2023 USD ($) | |
Minimum | ||||
Other Commitments [Line Items] | ||||
Franchise term | 10 years | |||
Maximum | ||||
Other Commitments [Line Items] | ||||
Franchise term | 30 years | |||
Franchise And Marketing Fees | ||||
Other Commitments [Line Items] | ||||
Franchise and marketing fees | $ 6.9 | $ 6.8 | $ 12.4 | $ 12.1 |
Related Party | Island Hospitality Management Inc. | Management Fees | ||||
Other Commitments [Line Items] | ||||
Management fees recorded within hotel other operating expenses | $ 2.9 | $ 2.8 | $ 5.2 | $ 5.1 |
Hotel Management Agreement | Related Party | Island Hospitality Management Inc. | ||||
Other Commitments [Line Items] | ||||
Initial terms of management agreements | 5 years | |||
Number of renewal periods | renewal_period | 2 | |||
Renewal periods of management agreements | 5 years | |||
Notice period for successive renewal of agreement (no later than) | 90 days | |||
Minimum notice period for termination of management agreement | 6 months | |||
Management fee | 10% | |||
Incentive management fee, percentage | 1% |
Related Party Transactions (Det
Related Party Transactions (Details) - Island Hospitality Management Inc. - Related Party $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) hotel | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) hotel | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||||
Ownership percentage in related party owned by the company's chairman | 100% | 100% | |||
Number of hotels managed by related party | hotel | 39 | 39 | |||
Other liabilities | $ 0.7 | $ 0.7 | $ 0.4 | ||
Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Management fees recorded within hotel other operating expenses | $ 2.9 | $ 2.8 | $ 5.2 | $ 5.1 |
Subsequent Events (Details)
Subsequent Events (Details) - Hilton Garden Inn Marina Del Rey Hotel Property - Subsequent Event - USD ($) $ in Millions | Jul. 05, 2024 | Jul. 02, 2024 |
Subsequent Event [Line Items] | ||
Repayments of debt | $ 18.8 | |
Unsecured Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Proceeds from lines of credit | $ 15 |